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RED HERRING PROSPECTUS
Dated: 04.12.2025
Please read Section 26 & 32
of the Companies Act, 2013
100% Book Built Issue
(This Red Herring Prospectus will be
updated upon filing with the RoC)
(Please scan this QR code to view
this Red Herring Prospectus)
UNISEM AGRITECH LIMITED
Corporate Identification Number: U01100KA2016PLC096390
Registered Office Corporate Office Contact Person Email and Telephone Website
RS No. 11B/2A/4, Magoda #29. New # 2, 7th Bobby Seth,
Village, Near KSRTC Bus Main, 21st Cross, Company Secretary and
Tel No.: +91 9141031113
Depot, Ranebennur, Haveri, CHBCS Layout, Compliance Officer www.unisem.in
Email: compliance.officer@unisem.in
Ranebennur, Karnataka, India, Vijayanagar,
581115 Bangalore-560040
THE PROMOTERS OF OUR COMPANY ARE H N DEVAKUMAR, B H DEVASINGHNAIK, DHARANENDRA H GOUDA, RAMALINGAM
VENKATARAMANA, ANIL K N
DETAILS OF ISSUE TO PUBLIC
Type Fresh Issue Size Offer for Sale Total Issue Size Eligibility and Allocation of the offer
Fresh ₹ [●] Lakhs Nil Up to 33,00,000 Equity Shares of This Issue is being made in terms of Regulation 229 (1)
Issue ₹[●] each aggregating to ₹[●] and 253 of Chapter IX of SEBI (ICDR) Regulations, 2018
Lakhs as amended from time to time.
RISKS IN RELATION TO THE FIRST ISSUE
This being the first public issue of Equity Shares, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 5 each. The
Floor Price, the Cap Price and the Issue Price determined by our Company in consultation with the BRLM on the basis of the assessment of market demand
for our Equity Shares by way of the Book Building Process, as disclosed in “Basis for Issue Price” on page 95 should not be considered to be indicative of
the market price of the Equity Shares after the Equity Shares are Listed. No assurance can be given regarding an active and/ or sustained trading in the Equity
Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to
take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking
an investment decision, investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares issued
in the Issue have neither been recommended nor approved by Securities and Exchange Board of India nor does Securities and Exchange Board of India
guarantee the accuracy or adequacy of this Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” beginning
on page 28 of this Red Herring Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard
to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Red Herring Prospectus is true and correct
in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no
other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or
intentions misleading in any material respect.
LISTING
The Equity Shares Issued through this Red Herring Prospectus are proposed to be listed on the SME Platform of BSE Limited (“BSE SME”, the “Stock
Exchange”) in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time. Our Company has received an In-Principle
Approval letter dated 18.11.2025 from SME Platform of BSE Limited (“BSE SME”) for using its name in Issue document for listing our shares on the BSE
SME. For the purpose of this Issue, the Designated Stock Exchange will be the BSE Limited (“BSE”).
BOOK RUNNING LEAD MANAGER TO THE ISSUE
Name and Logo Contact Person Email & Telephone
Email: investor.grievance@getfive.in
Aman Jain
Getfive Advisors Private Limited Telephone No.: +91 079–40300332
(Formerly Aavanya Advisors Private Limited)
REGISTRAR TO THE ISSUE
Name and Logo Contact Person Email & Telephone
Tel No.: +91 40 6716 2222/ 1800 309 4001
M. Murali Krishna
E-mail: unisem.ipo@kfintech.com
Kfin Technologies Limited
BID/ISSUE PERIOD
ANCHOR PORTION OFFER OPENS/ CLOSES ON: 09.12.2025 BID/ ISSUE OPENS ON: 10.12.2025 BID/ ISSUE CLOSES ON: 12.12.2025RED HERRING PROSPECTUS
Dated: 04.12.2025
Please read Section 26 & 32
of the Companies Act, 2013
100% Book Built Issue
(This Red Herring Prospectus will be
updated upon filing with the RoC)
UNISEM AGRITECH LIMITED
Corporate Identification Number: U01100KA2016PLC096390
Our Company was originally incorporated as Unisem Agritech Private Limited on 09.09.2016 under the Companies Act, 2013 vide certificate of incorporation issued by the
Registrar of Companies/ Central Processing Centre. Subsequently, the name of the company was changed from “Unisem Agritech Private Limited” to “Unisem Agritech Limited”
under The Companies Act, 2013 pursuant to a special resolution passed by our shareholders at the Extra-Ordinary General Meeting held on 11.02.2025 and had obtained fresh
certificate of incorporation dated 01.03.2025 issued by the Registrar of Companies/ Central Processing Centre, with Corporate Identification Number of the Company
U01100KA2016PLC096390. For details pertaining to the changes of name of our company, and changes of registered office of our company, please refer to the chapter titled
‘History and Corporate Structure’ on page no. 180 of this Red Herring Prospectus.
Registered Office: RS No. 11B/2A/4, Magoda Village, Near KSRTC Bus Depot, Ranebennur, Haveri, Ranebennur, Karnataka, India, 581115
Corporate Office: #29. New # 2, 7th Main, 21st Cross, CHBCS Layout, Vijayanagar, Bangalore-560040
Tel. No.: +91 9141031113; Email: compliance.officer@unisem.in; Website: www.unisem.in
Contact Person: Bobby Seth, Company Secretary & Compliance Officer
Promoters Of Our Company: H N Devakumar, B H Devasinghnaik, Dharanendra H Gouda, Ramalingam Venkataramana, Anil K N
INITIAL PUBLIC ISSUE OF UP TO 33,00,000 EQUITY SHARES OF FACE VALUE OF ₹ 5/- EACH OF UNISEM AGRITECH LIMITED (THE “COMPANY” OR THE “ISSUER”) FOR
CASH AT A PRICE OF ₹ [●]/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹ [●]/- PER EQUITY SHARE (THE “ISSUE PRICE”) AGGREGATING TO ₹ [●] LAKHS (“THE
ISSUE”), OF WHICH 1,68,000 EQUITY SHARES OF FACE VALUE OF ₹ 5/- EACH FOR CASH AT A PRICE OF ₹ [●]/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹
[●]/- PER EQUITY SHARE AGGREGATING TO ₹ [●] LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (THE “MARKET MAKER
RESERVATION PORTION”). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION i.e. NET ISSUE OF [●] EQUITY SHARES OF FACE VALUE OF ₹ 5/- EACH AT A
PRICE OF ₹ [●]/- PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹ [●]/- PER EQUITY SHARE AGGREGATING TO ₹ [●] LAKHS IS HEREIN AFTER REFERRED TO AS
THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 29.12 %AND 27.64 %, RESPECTIVELY, OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF
OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS ₹ 5/- EACH.
THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLM ADVERTISED IN EDITION OF BUSINESS
STANDARD (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER) AND EDITION OF BSINESS STANDARD CIRCULATED HINDI NATIONAL DAILY
NEWSPAPER. AND KANNADA EDITION OF UDAYKALA REGIONAL NEWSPAPER (KANNADA REGIONAL LANGUAGE OF KARNATAKA WHERE OUR REGISTERED OFFICE
IS LOCATED). AT LEAST TWO WORKING DAYS PRIOR TO THE ISSUE OPENING DATE AND SHALL BE MADE AVAILABLE TO THE BSE LIMITED “BSE”) FOR THE PURPOSE
OF UPLOADING ON THEIR WEBSITE. FOR FURTHER DETAILS KINDLY REFER TO CHAPTER TITLED “TERMS OF THE ISSUE” BEGINNING ON PAGE 315 OF THIS RED
HERRING PROSPECTUS.
In case of any revision in the Price Band, the Bid/ Issue Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/ Issue Period not exceeding
10 Working Days. In cases of force majeure, banking strike or similar circumstances, our Company may, for reasons to be recorded in writing, extend the Bid /Issue Period for a minimum of three Working
Days, subject to the Bid/ Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/ Issue 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 members of the Syndicate and by intimation to Designated
Intermediaries and the Sponsor Bank, as applicable.
This Issue is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 229(1) of the SEBI
ICDR Regulations and in compliance with Regulation 253 of the SEBI ICDR Regulations, wherein not more than 50.00% of the Net Issue shall be available for allocation on a proportionate basis to Qualified
Institutional Buyers (“QIBs”) (the “QIB Portion”), provided that our Company in consultation with the BRLMs may allocate up to 60.00% of the QIB Portion to Anchor Investors on a discretionary basis
(“Anchor Investor Portion”). 40% of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, life insurance companies and pension fund subject to valid Bids being received from the
domestic Mutual Funds at or above the 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) (“Net QIB Portion”). Further, 5.00% of the Net QIB Portion shall be available for allocation on a
proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids
being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5.00% 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 QIBs. Further, not less than 15.00% of the Net Issue shall be available for allocation on a proportionate basis to
Non-Institutional Investors wherein (a) one third of the portion available to Non-Institutional Investors shall be reserved for Applicants with Application size of more than two lots and up to such lots equivalent
to not more than ₹10 lakhs; (b) two third of the portion available to Non-Institutional Investors shall be reserved for Applicants with Application size of more than ₹10 lakhs; and (c) any unsubscribed portion
in either of the sub-categories specified in clauses (a) or (b), may be allocated to Applicants in the other sub-category of Non-Institutional Investors; and not less than 35.00% of the Net Issue shall be available
for allocation to Individual Investors, who applies for minimum application size in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. All Potential
Bidders (except anchor investors) are required to participate in the Issue by mandatorily utilizing the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective
ASBA Account (as defined hereinafter) in which the corresponding Bid Amounts will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or under the UPI Mechanism, as the case may be, to the
extent of respective Bid Amounts. For details, see “Issue Procedure” on page no. 327 of this Red Herring Prospectus.
RISKS IN RELATION TO THE FIRST ISSUE
This being the first public issue of Equity Shares, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 5 each. The Floor Price, the Cap Price and the Issue Price
determined by our Company in consultation with the BRLM on the basis of the assessment of market demand for our Equity Shares by way of the Book Building Process, as disclosed in “Basis for Issue
Price” on page no. 95 should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are Listed. No assurance can be given regarding an active and/ or sustained
trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are
advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue
including the risks involved. The Equity Shares issued in the Issue have neither been recommended nor approved by Securities and Exchange Board of India nor does Securities and Exchange Board of India
guarantee the accuracy or adequacy of this Red Herring Prospectus. Specific attention of the investors is invited to the beginning section of “Risk Factors” on page no. 28
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material
in the context of the Issue, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions
expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or
intentions misleading in any material respect.
LISTING
The Equity Shares Issued through this Red Herring Prospectus are proposed to be listed on the SME Platform of BSE Limited (“BSE SME”, the “Stock Exchange”) in terms of the Chapter IX of the SEBI
(ICDR) Regulations, 2018 as amended from time to time. Our Company has received an In-Principle Approval letter dated 18.11.2025 from SME Platform of BSE Limited (“BSE SME”) for using its name
in Issue document for listing our shares on the BSE SME. For the purpose of this Issue, the Designated Stock Exchange will be the BSE Limited. (“BSE”)
BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTAR TO THE ISSUE
GETFIVE ADVISORS PRIVATE LIMITED Kfin Technologies Limited
Address: 502, Abhishree Avenue, Nehrunagar, Address: Selenium Tower B, Plot No.31-32 Gachibowli,
Manekbag, Ahmedabad, Gujarat, India, 380015 Financial District Nanakramguda, Serilingampally
Website: www.getfive.in Hyderabad 500 032, Telangana, India
SEBI Registration: INM000013147 Website: www.kfintech.com
SEBI Registration: INR000000221
E-Mail: investor.grievance@getfive.in
Contact Person: Aman Jain Contact Person: M. Murali Krishna Email: unisem.ipo@kfintech.com
Grievance Redressal:
Contact No.: +91 7990729901 Tel No.: +91 40 6716 2222/ 1800 309 4001 Investor Grievance Email: einward.ris@kfintech.com
Investor.grievance@getfive.in
BID/ISSUE PERIOD
ANCHOR PORTION OFFER OPENS/ CLOSES ON: 09.12.2025 BID/ ISSUE OPENS ON: 10.12.2025 BID/ ISSUE CLOSES ON: 12.12.2025TABLE OF CONTENTS
SECTION I – GENERAL ................................................................................................................................................................. 2
DEFINITIONS AND ABBREVIATIONS ....................................................................................................................................... 2
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF
FINANCIAL PRESENTATION ..................................................................................................................................................... 18
FORWARD LOOKING STATEMENTS ....................................................................................................................................... 20
SECTION II – SUMMARY OF RED HERRING PROSPECTUS ............................................................................................. 21
SECTION III – RISK FACTORS .................................................................................................................................................. 28
SECTION IV – INTRODUCTION ................................................................................................................................................ 49
THE ISSUE ..................................................................................................................................................................................... 49
SUMMARY OF FINANCIAL INFORMATION ........................................................................................................................... 50
GENERAL INFORMATION ......................................................................................................................................................... 56
CAPITAL STRUCTURE ................................................................................................................................................................ 71
OBJECTS OF THE ISSUE ............................................................................................................................................................. 86
BASIS FOR ISSUE PRICE ............................................................................................................................................................ 95
STATEMENT OF SPECIAL TAX BENEFIT ............................................................................................................................. 104
SECTION V – ABOUT THE COMPANY ................................................................................................................................... 107
INDUSTRY OVERVIEW ............................................................................................................................................................ 107
BUSINESS OVERVIEW .............................................................................................................................................................. 119
KEY INDUSTRY REGULATIONS AND POLICIES ................................................................................................................. 172
HISTORY AND CORPORATE STRUCTURE ........................................................................................................................... 180
OUR MANAGEMENT ................................................................................................................................................................. 184
OUR PROMOTERS AND PROMOTER GROUP ....................................................................................................................... 200
DIVIDEND POLICY .................................................................................................................................................................... 208
SECTION VI – FINANCIAL INFORMATION ......................................................................................................................... 209
RESTATED FINANCIALS STATEMENT ................................................................................................................................. 209
OTHER FINANCIAL INFORMATION ...................................................................................................................................... 266
CAPITALISATION STATEMENT ............................................................................................................................................. 267
STATEMENT OF FINANCIAL INDEBTEDNESS .................................................................................................................... 268
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS .. 270
SECTION VII – LEGAL AND OTHER INFORMATION ....................................................................................................... 283
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS ................................................................................. 283
GOVERNMENT AND OTHER APPROVALS ........................................................................................................................... 287
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................................................ 300
OUR GROUP COMPANY ........................................................................................................................................................... 314
SECTION VIII – ISSUE RELATED INFORMATION ............................................................................................................. 315
TERMS OF THE ISSUE ............................................................................................................................................................... 315
ISSUE STRUCTURE .................................................................................................................................................................... 324
ISSUE PROCEDURE ................................................................................................................................................................... 327
RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES................................................................................. 361
SECTION X – PROVISIONS OF ARTICLES OF ASSOCIATION ........................................................................................ 362
SECTION XI – OTHER INFORMATION ................................................................................................................................. 383
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ..................................................................................... 383
DECLARATION .......................................................................................................................................................................... 385SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
GENERAL TERMS
Term Description
Unisem Agritech Private Limited Unless the context otherwise requires, refers to Unisem Agritech Limited, a company
or Unisem Agritech Limited or incorporated under the Companies Act, 2013, vide Corporate Identification Number
‘UAL’ or ‘UAPL’ or ‘We’ or ‘Us’ U01100KA2016PLC096390 and having registered office at RS No. 11B/2A/4, Magoda
or ‘The Issuer’ or ‘The/Our Village, Near KSRTC Bus Depot, Ranebennur, Haveri, Ranebennur, Karnataka, India,
Company’ 581115.
You’, ‘your’, or ‘yours’ Prospective Investor in this Issue.
COMPANY AND INDUSTRY RELATED TERMS
Term Description
Unless the context otherwise requires, refers to the Articles of Association of Unisem
Articles/ Articles of Association
Agritech Limited, as amended from time to time
A body corporate in which any other company has a significant influence, but which is not a
Associate Companies
subsidiary of the company having such influence and includes a joint venture company.
The committee of the Board of Directors constituted as the Company’s Audit Committee is
in accordance with Section 177 of the Companies Act, 2013 and rules made thereunder and
Audit Committee
disclosed as such in the chapter titled “Our Management” on page 184184 of this Red Herring
Prospectus.
The Statutory Auditors of our Company, being M/s S K S V M & CO, Chartered Accountants
Auditors/ Statutory Auditors
having firm registration number 002045S.
B. Com Bachelor of Commerce
B.Sc. Bachelor of Science
Board of Directors/ Board/ The Board of Directors of Unisem Agritech Limited, including all duly constituted
Director(s) committees thereof.
CEO The Chief Executive Officer of our Company being Mr. B H Devasinghnaik
CFO The Chief Financial Officer of our Company being Mr. Ramalingam Venkataramana.
Companies Act The Companies Act, 2013 and amendments thereto
Company Secretary and
The Company Secretary and Compliance Officer of our Company being Ms. Bobby Seth.
Compliance Officer
Depositories Act The Depositories Act, 1996, as amended from time to time.
Director The Director(s) of our Company, unless otherwise specified.
DIN Directors Identification Number.
Equity Shareholders Persons holding equity shares of our Company.
Equity Shares of our Company of Face Value of Rs.5/- each unless otherwise specified in the
Equity Shares
context thereof.
In terms of SEBI ICDR Regulations, the term “Our Group Companies” includes companies
(other than promoters and subsidiary) with which there were related party transactions as
disclosed in the Restated Financial Statements as covered under the applicable accounting
Group Companies
standards, and any other companies as considered material by our Board, in accordance with
the Materiality Policy, as described in “Our Group Companies” on page 314 of this Red
Herring Prospectus.
HUF Hindu Undivided Family
Independent Directors on the Board, and eligible to be appointed as an Independent Director
under the provisions of Companies Act and SEBI LODR Regulations. For details of the
Independent Director
Independent Directors, please refer to chapter titled “Our Management” beginning on page
184 of this Red Herring Prospectus.
2Indian GAAP Generally Accepted Accounting Principles in India.
IRS Indian Revenue Services
ISIN International Securities Identification Number, in this case being INE1FHV01026.
Key Management Personnel of our Company in terms of the SEBI Regulations and the
Key Managerial Personnel/ Key
Companies Act, 2013. For details, see section entitled “Our Management” on page 184 of
Managerial Employees
this Red Herring Prospectus.
Key Performance Indicators” or Key financial and operational performance indicators of our Company, as included in “Basis
“KPIs” for Issue Price” beginning on page 95 of this Red Herring Prospectus.
Lt Late
M.Sc Masters in Science
MD or Managing Director or
The Managing Director of our Company being H N Devakumar
chairman
MOA/ Memorandum/
Memorandum of Association of Unisem Agritech Limited.
Memorandum of Association
The committee of the Board of Directors constituted as the Company’s Nomination and
Nomination and Remuneration Remuneration Committee is in accordance with Section 178 of the Companies Act, 2013 and
Committee rules made thereunder and disclosed as such in the chapter titled “Our Management” on page
184 of this Red Herring Prospectus.
Non-Residents A person resident outside India, as defined under FEMA.
A person resident outside India, as defined under FEMA Regulation and who is a citizen of
India or a Person of Indian Origin under Foreign Exchange Management (Transfer or Issue
NRIs/ Non-Resident Indians
of Security by a Person Resident Outside India) Regulations, 2000 as amended from time to
time.
The Peer Review Auditors of our Company, being M/s S K S V M & CO, Chartered
Peer Review Auditor
Accountants having firm registration number 002045S and peer review number 016058.
Any individual, sole proprietorship, unincorporated association, unincorporated organization,
body corporate, corporation, Company, partnership, limited liability Company, joint venture,
Person or Persons
or trust or any other entity or organization validity constituted and/or incorporated in the
jurisdiction in which it exists and operates, as the context requires.
The companies, individuals and entities (other than companies) as defined under Regulation
Promoters Group 2(1) (pp) of the SEBI (ICDR) Regulations, 2018, which is provided in the chapter titled Our
Promoters Group. For further details refer page 200 of this Red Herring Prospectus.
H N Devakumar, B H Devasinghnaik, Dharanendra H Gouda, Ramalingam Venkataramana,
Promoters or Our Promoters
Anil K N.
The Registered of our company which is located at RS No. 11B/2A/4, Magoda Village, Near
Registered Office
KSRTC Bus Depot, Ranebennur, Haveri, Ranebennur, Karnataka, India, 581115.
Committee is in accordance with Section 178 of the Companies Act, 2013 and rules made
Relationship Committee thereunder and disclosed as such in the chapter “Our Management” on page 184 of this Red
Herring Prospectus.
The Restated Financial statements of our Company, which comprises the restated statement
of Assets and Liabilities for the year ended as at March 31, 2023, 2024 and 2025 and the
restated statements of profit and loss and the restated cash flows for the year ended as at March
Restated Financial Statements 31, 2023, 2024 and 2025 of our Company prepared in accordance with Indian GAAP and the
Companies Act and restated in accordance with the SEBI (ICDR) Regulations, 2018 and the
Revised Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the
ICAI, together with the schedules, notes and annexure thereto.
ROC Registrar of Companies.
SEBI Securities and Exchange Board of India, constituted under the SEBI Act, 1992.
SEBI (ICDR) Regulations/ ICDR SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.
SEBI (LODR) Regulations SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
3SEBI (Takeover) Regulations or SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from
SEBI (SAST) Regulations time to time.
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 Investment Funds) Regulations, 2012
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
SEBI Insider Trading Regulations
2015 as amended, including instructions and clarifications issued by SEBI from time to time.
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996
Stock Exchange/ Designated Stock Unless the context requires otherwise, refers to, the SME Platform of BSE Limited.
Exchange/ DSE
Initial Subscribers to the MOA & AOA being Honnebagi Nagappa Devakumar, Devasingh
Subscribers to MOA Naik Beeranahalli Hemlanaik, Dhranendra Halappa Gauda, Ramalingam Venkatramana and
Ramachandra Sreenivasarao Nidimamidi.
Committee is in accordance with Section 178 of the Companies Act, 2013 and rules made
Stakeholders Relationship
thereunder and disclosed as such in the chapter “Our Management” on page 184 of this Red
Committee
Herring Prospectus.
Senior Management of our Company in terms of Regulation 2(1) (bbbb) of the SEBI ICDR
Senior Management Regulations and as disclosed in the chapter “Our Management” on page 184 of this Red
Herring Prospectus.
KEY PERFORMANCE INDICATORS
KPI Explanations
Revenue from Operations is used by our management to track the revenue profile of the
Revenue from Operations business and in turn helps to assess the overall financial performance of our Company and
volume of our business.
Growth in Revenue from Revenue Growth Rate informs the management of annual growth rate in revenue of the
Operations (%) company on consideration to the previous period
EBITDA EBITDA provides information regarding the operational efficiency of the business
EBITDA Margin (%) is an indicator of the operational profitability and financial performance
EBITDA Margin (%)
of our business
PAT Profit after tax provides information regarding the overall profitability of the business.
PAT Margin (%) is an indicator of the overall profitability and financial performance of our
PAT Margin (%)
business.
RoE(%) RoE provides how efficiently our Company generates profits from shareholders’ funds.
RoCE provides how efficiently our Company generates earnings from the capital employed in
RoCE (%)
the business.
Debt to Equity Ratio The debt-to-equity ratio is used to assess the extent to which a company relies on debt to
finance its operations relative to the equity provided by shareholders.
ISSUE RELATED TERMS
Term Description
Abridged prospectus means a memorandum containing such salient features of a prospectus as may
Abridged Prospectus
be specified by SEBI in this behalf.
The slip or document issued by the Designated Intermediary to an Applicant as proof of registration
Acknowledgement Slip
of the Application Form.
An addendum is a formal, written addition or supplement to a document or contract, used to
Addendum
modify, clarify, or expand its original terminologies and conditions.
Allot/ Allotment of Equity Unless the context otherwise requires, allotment of the Equity Shares to successful Applicants
shares/ Allotted pursuant to the Issue.
4A note or advice or intimation of Allotment sent to the Applicants who have been or are to be
Allotment Advice Allotted the Equity Shares after the Basis of Allotment has been approved by the Designated Stock
Exchange.
Allotment Date Date on which the Allotment is made
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with
the requirements specified in the SEBI ICDR Regulations and the Red Herring Prospectus and who
has Bid for an amount of at least ₹200.00 lakhs.
Up to 60.00% of the QIB Portion which may be allocated by our Company, in consultation with
the Book Running Lead Manager, to the Anchor Investors on a discretionary basis in accordance
with the SEBI ICDR Regulations 2018.
Forty per cent of the anchor investor portion, within the limits specified shall be reserved as under-
Anchor Investor Portion (i) 33.33 per cent for domestic mutual funds; and
(ii) 6.67 per cent for life insurance companies and pension funds:
Any under-subscription in the reserved category specified in clause (ii) above may be allocated to
domestic mutual funds, subject to valid Bids being received from domestic Mutual Funds at or
above the Anchor Investor Allocation Price.
Allottees The successful applicant(s) to whom the Equity Shares are being/ have been allotted.
Applicant/ Investor Any prospective investor who makes an application pursuant to the terms of the Prospectus.
The amount at which the prospective investors shall apply for Equity Shares of our Company in
Application Amount
terms of the Prospectus.
An application whether physical or electronic, used by ASBA Applicant to make an application
authorizing an SCSB to block the Application Amount in the specified Bank Account maintained
Application Supported by
with such SCSB and will include applications made by UPI Bidders using the UPI Mechanism,
Blocked Amount/ ASBA
where the Application Amount shall be blocked upon acceptance of UPI Mandate Request by UPI
Bidders using UPI Mechanism.
A bank account maintained by ASBA Applicant with an SCSB and specified in the ASBA Form
submitted by such ASBA Applicant in which funds will be blocked by such SCSB to the extent of
ASBA Account the amount specified in the ASBA Form submitted by such ASBA Applicant and includes a bank
account maintained by a UPI Bidders linked to a UPI ID, which will be blocked by the SCSB upon
acceptance of the UPI Mandate Request in relation to an Application by a UPI Bidders.
Any prospective investors in the Issue who intend to submit the Application through the ASBA
ASBA Applicant(s)
process.
ASBA Application/ An application form, whether physical or electronic, used by ASBA Applicants which will be
Application considered as the application for Allotment in terms of the Prospectus.
An application form (with and without the use of UPI, as may be applicable), whether physical or
ASBA Form/ Application
electronic, used by the ASBA Applicants and which will be considered as an application for
Form
Allotment in terms of the Offer document.
Such banks which are disclosed as Bankers to our Company in the chapter titled “General
Banker(s) to the Company
Information” on page no 56 of this Red Herring Prospectus.
Collectively, Escrow Collection Bank, Public Issue Bank, Sponsor Bank and Refund Bank, as the
Banker(s) to the Issue case may be, which are Clearing Members and registered with SEBI as Banker to the Issue with
whom the Escrow Agreement is entered and in this case being Axis Bank Limited.
The agreement dated 17.11.2025 entered into amongst our Company, the Registrar to the Issue, the
Banker(s) to the Issue and Book Running Lead Manager, and Banker(s) to the Issue in accordance with the UPI Circulars,
Sponsor Bank Agreement transfer of funds to the Public Issue Account(s) and where applicable remitting refunds, if any, to
Applicants, on the terms and conditions thereof.
The basis on which the Equity Shares will be Allotted to successful Applicants under the Issue and
Basis of Allotment which is described in the chapter titled “Issue Procedure” beginning on page no 327 of this Red
Herring Prospectus.
5Broker centres notified by the Stock Exchanges where Applicants can submit the ASBA Forms to
Broker Centres a Registered Broker. The details of such Broker Centres, along with the names and contact details
of the Registered Broker are available on the respective websites of the Stock Exchange.
Centers at which the Designated Intermediaries shall accept the Application Forms i.e. Designated
Bidding Centers/ Collection SCSB Branch for SCSBs, Specified Locations for members of the Syndicate, Broker Centers for
Centers Registered Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for
CDPs.
Business Day Monday to Friday (except public holidays).
CAN/ Confirmation of The note or advice or intimation sent to each successful Applicant indicating the Equity Shares
Allocation Note which will be Allotted, after approval of Basis of Allotment by the Designated Stock Exchange.
Client ID Client identification number maintained with one of the Depositories in relation to demat account.
A depository participant as defined under the Depositories Act, 1996, registered with SEBI and
Collecting Depository who is eligible to procure Applications at the Designated CDP Locations in terms of circular No.
Participant(s) or CDP(s) GR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI and the UPI Circulars
issued by SEBI as per the list available on the websites of Stock Exchange.
Collecting Registrar and Share Registrar and Share Transfer Agents registered with SEBI and eligible to procure Applications at
Transfer Agents/ CRTAs/ the Designated RTA Locations in terms of circular No. CIR/CFD/POLICYCELL/11/2015 dated
RTA November 10, 2015 and the UPI Circulars issued by SEBI.
A corrigendum is an official correction document issued to amend an error or inaccuracy in a
Corrigendum previously published or issued legal document, notice, or contract, without altering its fundamental
terms or intent.
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 no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, Circular number
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, Circular number
Circular on Streamlining of
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular no.
Public Issues/ UPI Circular
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI Master circular, SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and as amended pursuant to
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 April 20, 2022, SEBI circular no
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 and any subsequent circulars or
notifications issued by SEBI or any other governmental authority in this regard.
Such branches of the SCSBs which coordinate with the Book running lead manager, the Registrar
Controlling Branches of the
to the Issue and the Stock Exchange and a list of which is available at www.sebi.gov.in or at such
SCSBs
other website as may be prescribed by SEBI from time to time.
Debt to Equity Ratio Debt to equity ratio has been calculated as debt divided by total equity
Demat Account Dematerialised Account
The demographic details of the Applicants such as their Address, PAN, Occupation, Bank Account
Demographic Details
details and UPI ID (if applicable).
Depositories Act The Depositories Act, 1996, as amended from time to time.
A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations,
Depository/ Depositories
1996 i.e. CDSL and NSDL.
Depository Participant/DP A depository participant as defined under the Depositories Act
Such locations of the CDPs where Applicants can submit the ASBA Forms and in case of UPI
Bidders only ASBA Forms with UPI. The details of such Designated CDP Locations, along with
Designated CDP Locations
names and contact details of the Collecting Depository Participants eligible to accept ASBA Forms
are available on the website of the Stock Exchange.
The date on which relevant amounts are transferred from the ASBA Accounts to the Public Issue
Designated Date Account or the Refund Account, as the case may be, and the instructions are issued to the SCSBs
(in case of UPI Bidders using UPI Mechanism, instruction issued through the Sponsor Bank) for
6the transfer of amounts blocked by the SCSBs in the ASBA Accounts to the Public Issue Account
or the Refund Account, as the case may be, in Equity Shares will be Allotted in the Issue.
In relation to ASBA Forms submitted by RIIs and NIIs with an application size of up to 5,00,000
(not using the UPI Mechanism) authorising an SCSB to block the Application Amount in the
ASBA Account, Designated Intermediaries shall mean SCSBs. In relation to ASBA Forms
Designated Intermediaries/ submitted by UPI bidders where the Application Amount will be blocked upon acceptance of UPI
Collecting Agent Mandate Request by such UPI Bidders using the UPI Mechanism, Designated Intermediaries shall
mean syndicate members, sub-syndicate members, Registered Brokers, CDPs and RTAs. In
relation to ASBA Forms submitted by QIBs and NIBs, Designated Intermediaries shall mean
SCSBs, syndicate members, sub-syndicate members, Registered Brokers, CDPs and RTAs.
SMC Global Securities Limited will act as the Market Maker and has agreed to receive or deliver
the specified securities in the market making process for a period of three years from the date of
Designated Market Maker
listing of our Equity Shares or for a period as may be notified by amendment to SEBI ICDR
Regulations.
Such locations of the RTAs where Applicants can submit the Application Forms to RTAs. The
Designated RTA Locations details of such Designated RTA Locations, along with names and contact details of the RTAs
eligible to accept Application Forms are available on the websites of the Stock Exchange.
Such branches of the SCSBs which shall collect the ASBA Forms (other than ASBA Forms
submitted by UPI applicants where the Application Amount will be blocked upon acceptance of
UPI Mandate Request by such UPI applicants using the UPI Mechanism), a list of which is
Designated SCSB Branches
available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such other website as
may be prescribed by SEBI from time to time.
Designated Stock Exchange SME Platform of BSE Limited.
The Draft Red Herring Prospectus issued in accordance with the SEBI ICDR Regulations which
Draft Red Herring Prospectus does not contain complete particulars of the price at which the Equity Shares will be Allotted and
the size of the Issue, including any addenda or corrigenda thereto.
EBITDA has been calculated as profit for the year before exceptional items and taxes plus finance
EBITDA
cost, depreciation and amortization less Other Income
EBITDA Calculated as profit for the year before exceptional items and taxes plus finance cost,
EBITDA Margin % depreciation and amortization less Other Income. EBITDA margin has been calculated as EBITDA
divided by Revenue from Operations.
An NRI(s) from such a jurisdiction outside India where it is not unlawful to make an Issue or
Eligible NRI(s) invitation under this Issue and in relation to whom the Application Form and the Prospectus will
constitutes an invitation to purchase the equity shares.
Equity Shares Equity Shares of our Company of face value ₹ 5.00 each.
Account(s) to be opened with the Escrow Collection Bank(s) will transfer money through NACH/
Escrow Account(s)
direct credit/ NEFT/ RTGS in respect of the Application Amount when submitting an Applicant.
Applicant whose name shall be mentioned in the Application Form or the Revision Form and in
First or Sole Applicant case of joint Applicants, whose name shall also appear as the first holder of the beneficiary account
held in joint names.
Foreign Institutional Investors/ Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors) Regulations,
FII 1995, as amended) registered with SEBI under applicable laws in India.
Foreign Portfolio Investor/ Foreign Portfolio Investor as defined under the Securities and Exchange Board of India (Foreign
FPIs Portfolio Investors) Regulations, 2019.
Fraudulent Borrower Fraudulent Borrower as defined under Regulation 2(1)(III) of the SEBI ICDR Regulations.
Fresh Issue of up 33,00,000 Equity Shares of face value ₹ 5 each for cash at a price of ₹ [●] per
Fresh Issue
Equity Shares aggregating ₹ [●] lakhs by our Company
7The proceeds of the Fresh Issue as stipulated by the Company. For further information about use
Fresh Issue Proceeds of the Fresh Issue Proceeds please see the chapter titled “Objects of the Issue” beginning on page
no. 86 of this Red Herring Prospectus.
Foreign Venture Capital Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign Venture Capital
Investors Investor) Regulations, 2000.
Fugitive Economic An individual who is declared a fugitive economic offender under Section 12 of the Fugitive
Offender Economic Offenders Act, 2018
The General Information Document for investing in public issues prepared and issued in
accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013, notified by SEBI
and updated pursuant to the circular (CIR/CFD/POLICYCELL/11/2015) dated November 10,
2015, the circular (CIR/CFD/DIL/1/2016) dated January 1, 2016 and
(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016, circular
General Information (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018, circular no.
Document or GID (SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated April 3, 2019, circular no.
(SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019, circular no.
(SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019, circular
(SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019 and circular no.
(SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020, issued by SEBI. The General
Information Document is available on the websites of the Stock Exchanges and the LM
The Initial Public Offer of up to 33,00,000 Equity Shares of face value of ₹5 each for cash at a
Issue price of ₹ [●] each (including securities premium of ₹ [●] per Equity Share) aggregating to ₹ [●]
lakhs.
The agreement dated 10.09.2025 entered amongst our Company, and the Book Running lead
Issue Agreement
manager, pursuant to which certain arrangements are agreed to in relation to the Issue.
Issue Closing date The date on which the Issue closes for subscription being 12.12.2025
Issue Opening date The date on which the Issue opens for subscription being 10.12.2025
The period between the Issue Opening Date and the Issue Closing Date inclusive of both days and
Issue Period
during which prospective Applicants can submit their applications, including any revisions thereof.
Individual Bidder(s) or Investors applying for Minimum application size which shall be two lots per application, such that
Individual Investor(s) or II(s) the minimum application size shall be above ₹ 2 lakhs. (including HUFs applying through their
or IB(s) or retail Individual Karta and Eligible NRIs and does not include NRIs other than Eligible NRIs)
Investor
The Price at which the Equity Shares are being Issued by our Company in consultation with the
Issue Price
Book Running Lead Manager under this Red Herring Prospectus being ₹ [●] per equity share.
The proceeds of the Issue that will be available to our Company. For further information about use
Issue Proceeds
of the Issue Proceeds, see “Objects of the Issue” on page no. 86 of this Red Herring Prospectus.
The period between the Issue Opening Date and the Issue Closing Date, inclusive of both days,
during which prospective Applicants can submit their applications, including any revisions thereof
in accordance with the SEBI ICDR Regulations. Provided, however, that the applications shall be
kept open for a minimum of three Working Days for all categories of Applicants.
Issue Period
In cases of force majeure, banking strike or similar circumstances, our Company may, in
consultation with the LM, for reasons to be recorded in writing, extend the Issue Period for a
minimum of one Working Day, subject to the Issue Period not exceeding 10 Working Days.
The Public Issue up to 33,00,000 of Equity shares of ₹5 each at price of ₹ [●] per Equity share,
Issue Size
aggregating to ₹ [●] lakhs by our Company
Unless the context specifies otherwise, this means the Equity Listing Agreement to be signed
Listing Agreement
between our Company and BSE Limited.
Lead Manager/ Book Running Lead Manager to the Issue, in this case being Getfive Advisors
LM/ Lead Manager
Private Limited.
8The Market lot and Trading lot for the Equity Share is [●] and in multiples of [●] thereafter; subject
Lot Size
to a minimum allotment of [●] Equity Shares to the successful applicants.
Market Maker Member Brokers registered as Market Makers with the BSE.
Market Maker Reservation The Reserved portion of up to 1,68,000 Equity shares of ₹5 each at an Issue Price of ₹ [●] per share
Portion aggregating to ₹ [●] lakhs for Designated Market Maker in the Public Issue of our Company
The Agreement among the Market Maker, the Book Running Lead Manager and our Company
Market Making Agreement
dated 24.11.2025.
The policy on identification of group companies, material creditors and material litigation, adopted
Materiality Policy by our Board on 16.09.2025 in accordance with the requirements of the SEBI (ICDR) Regulations,
2018.
Aggregate of 20% of the fully diluted post-Issue Equity Share capital of our Company held by our
Minimum Promoters
Promoters which shall be provided towards minimum promoters of 20% and locked-in for a period
Contribution
of three years from the date of Allotment.
The mobile applications listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or
Mobile App(s)
such other website as may be updated from time to time, which may be used by UPI applicants to
submit Applications using the UPI Mechanism
Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual
Mutual Fund
Funds) Regulations, 1996.
Net Asset Value per equity Net asset value per equity share is calculated by dividing Net worth by Weighted Average Number
share/ NAV per share of Equity Shares
The Net Issue of up to 31,32,000 Equity Shares of ₹5 each at price of ₹ [●] per Equity Shares
Net Issue
aggregating to ₹ [●] lakhs by our Company
Proceeds of the Issue that will be available to our Company i.e. gross proceeds of the Fresh Issue,
less Issue expenses to the extent applicable to the Fresh Issue. For further details regarding the use
Net Proceeds
of the Net Proceeds and the Issue expenses, see “Objects of the Issue” beginning on page no. 86
of this Red Herring Prospectus.
Net Worth is computed as Share capital plus Reserves and Surplus less Revaluation Reserve, unless
Net Worth
otherwise specified
All Applicants including FPIs that are not Qualified Institutional Buyers or Individual Investor and
Non-Institutional Applicant/
who have Applied for Equity Shares for a cumulative amount more than 2,00,000 (but not including
NIIs
NRIs other than Eligible NRIs).
A person resident outside India, as defined under FEMA and includes Eligible NRIs, FIIs registered
Non-Resident or NRI
with SEBI and FVCIs registered with SEBI
Overseas Corporate Body means and includes an entity defined in clause (xi) of Regulation 2 of
the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate
Bodies (OCB’s) Regulations 2003 and which was in existence on the date of the commencement
of these Regulations and immediately prior to such commencement was eligible to undertake
transactions pursuant to the general permission granted under the regulations. OCBs are not
OCB/ Overseas Corporate
allowed to invest in this Issue. (A company, partnership, society or other corporate body owned
Body
directly or indirectly to the extent of at least 60% by NRIs including overseas trusts in which not
less than 60% of the beneficial interest is irrevocably held by NRIs directly or indirectly and which
was in existence on October 3, 2003 and immediately before such date was eligible to undertake
transactions pursuant to the general permission granted to OCBs under the FEMA. OCBs are not
allowed to invest in the Issue.)
PAT Margin % PAT Margin has been calculated as profit for the year/ period divided by total income
PAT/ Restated profit/ (loss) for Restated profit/(loss) for the period/ year as set out in our Restated Standalone/Consolidated
the year Financial Information.
Any individual, sole proprietorship, unincorporated association, unincorporated organization, body
Person or Persons
corporate, corporation, Company, partnership, limited liability Company, joint venture, or trust or
9any other entity or organization validly constituted and/or incorporated in the jurisdiction in which
it exists and operates, as the context requires.
The Prospectus, to be filed with the RoC containing, inter alia, the Issue opening and Closing date
Prospectus
and other information.
A bank account opened with Bankers to the Issue under Section 40(3) of the Companies Act, 2013
Public Issue Account
to receive monies from the Escrow Account and ASBA Accounts on the Designated Date
A bank which is a clearing member and registered with SEBI as a Banker to an Issue and with
Public Issue Bank
whom the Public Issue Account will be opened, in this case being Axis Bank Limited
Qualified Institutional Buyers/ Qualified institutional buyers as defined under Regulation 2(1) (ss) of the SEBI ICDR Regulations.
QIBs
The account to be opened with the Refund Bank, from which refunds, if any, of the whole or part
Refund Account of the Application Amount to the Applicants shall be made Refunds through NECS, NEFT, direct
credit, NACH or RTGS, as applicable
The bank which is a clearing member and registered with SEBI as a Banker to an Issue and with
Refund Bank(s)
whom the Refund Account will be opened, in this case being Axis Bank Limited
Stock brokers registered with SEBI under the Securities and Exchange Board of India (Stock
Brokers and Sub Brokers) Regulations, 1992 and the stock exchanges having nationwide terminals,
Registered Brokers
other than the Members of the Syndicate eligible to procure Applications in terms of Circular No.
CIR/CFD/14/2012 dated October 04, 2012 issued by SEBI.
Registrar/ Registrar to the Registrar to the Issue being Kfin Technologies Limited.
Issue
The agreement dated 10.09.2025 among our Company and the Registrar to the Issue in relation to
Registrar Agreement
the responsibilities and obligations of the Registrar to the Issue pertaining to the Issue.
Registrar and Share Transfer Agents registered with SEBI and eligible to procure Applications at
Registrar and Share Transfer
the Designated RTA Locations in terms of circular No. IR/CFD/POLICYCELL/11/2015 dated
Agents/ RTAs
November 10, 2015 issued by SEBI.
Form used by the Applicants to modify the quantity of the Equity Shares or the Applicant Amount
in any of their ASBA Form(s) or any previous Revision Form(s). QIB Applicants and Non-
Institutional Applicants are not allowed to withdraw or lower their applications (in terms of
Revision Form
quantity of Equity Shares or the Application Amount) at any stage. Individual Investor Applicants
can revise their Application during the Issue Period or withdraw their Applications until Issue
Closing Date.
ROCE” means return on capital employed, which represents EBIT (Earnings before Interest and
Tax) during the relevant year as a percentage of capital employed. Capital employed is the total of
RoCE
all types of capital, other equity, total borrowings, total lease liabilities and deferred tax liabilities
(net) less deferred tax assets (net) as of the end of the relevant year.
RoE Return on equity has been calculated as net income (owners share) divided by total equity
The banks registered with SEBI, which offer services, (i) in relation to ASBA, where the
Application Amount will be blocked by authorising an SCSB, a list of which is available on the
website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 and updated
from time to time and at such other websites as may be prescribed by SEBI from time to time, (ii)
Self-Certified Syndicate in relation to UPI applicants using the UPI Mechanism, a list of which is available on the website
Bank(s)/ SCSBs of SEBI at https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40
or such other website as updated from time to time. Applications through UPI in the Issue can be
made only through the SCSBs mobile applications (apps) whose name appears on the SEBI
website. A list of SCSBs and mobile application, which, are live for applying in public issues using
UPI Mechanism is appearing in the “list of mobile applications for using UPI in public issues”
displayed on the SEBI website. The said list shall be updated on the SEBI website.
10Bidding centres where the Syndicate shall accept Bid cum Application Forms from Bidders, a list
Specified Locations
of which is included in the Bid cum Application Form.
A Banker to the Issue which is registered with SEBI and is eligible to act as a Sponsor Bank in a
public issue in terms of applicable SEBI requirements and has been appointed by the Company in
Sponsor Bank consultation with the LM to act as a conduit between the Stock Exchanges and NPCI to push the
UPI Mandate Request in respect of UPI Bidder as per the UPI Mechanism, in this case being Axis
Bank Limited
Systemically Important Systemically important non-banking financial company as defined under Regulation 2(1)(iii) of
Non-Banking Financial the SEBI ICDR Regulations
Company
SEBI Complaints Redress System, a centralized web-based complaints redressal system launched
SCORES
by SEBI.
TRS/ Transaction Registration The slip or document issued by a member of the Syndicate or an SCSB (only on demand), as the
Slip case may be, to the Applicant, as proof of registration of the Application.
U.S. Securities Act U.S. Securities Act of 1933, as amended.
Underwriters The underwriter(s) in this case is Getfive Advisors Private Limited
Underwriting Agreement The Agreement among our Company and the Underwriters dated 20.11.2025.
Unified Payments Interface or Unified payments interface which is an instant payment mechanism, developed by NPCI
UPI
Collectively, individual investors applying as (i) Investors who applies for minimum application
size in the Individual Investor Portion; and (ii) Non-Institutional Investors with an application size
of up to Rs. 5 Lakhs on in the Non-Institutional Portion, and Bidding under the UPI Mechanism
through ASBA Form(s) submitted with Syndicate Members, Registered Brokers, Collecting
Depository Participants and Registrar and Share Transfer Agent. Pursuant to Circular no.
SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 issued by SEBI, all individual
UPI Bidders/ UPI Applicants investors applying in public issues where the application amount is up to Rs. 5 Lakhs using UPI
Mechanism, shall provide their UPI ID in the application Form submitted with: (i) a syndicate
member, (ii) a stock broker registered with a recognized stock exchange (whose name is mentioned
on the website of the stock exchange as eligible for such activity), (iii) a depository participant
(whose name is mentioned on the website of the stock exchange as eligible for such activity), and
(iv) a registrar to an issue and share transfer agent (whose name is mentioned on the website of the
stock exchange as eligible for such activity)
Circular number CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI, as
amended by its Circular number SEBI/HO/CED/DIL/CIR/2016/26 dated January 21, 2016 and
Circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 issued by SEBI
as amended or modified by SEBI from time to time, including Circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, Circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, Circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, Circular number
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, Circular number
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular no.
UPI Circulars
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 as amended pursuant to SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI circular no. SEBI/
HO/CFD/DIL2/CIR/2022/75 dated May 30, 2022, SEBI master circular no. SEBI/HO/CFD/PoD-
2/P/CIR/2023/00094 dated June 21, 2023, SEBI circular. No. SEBI/HO/CFD/TPD1
/CIR/P/2023/140 dated August 9, 2023 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
11subsequent circulars or notifications issued
by SEBI or the Stock Exchanges in this regard and any other circulars issued by SEBI or any other
governmental authority in relation thereto from time to time.
ID created on Unified Payment Interface (UPI) for single-window mobile payment system
UPI ID
developed by the National Payments Corporation of India (NPCI).
A request (intimating the UPI applicant by way of a notification on the UPI application and by way
of a SMS directing the UPI applicant to such UPI application) to the UPI applicant initiated by the
Sponsor Bank to authorise blocking of funds on the UPI application equivalent to Application
Amount and subsequent debit of funds in case of Allotment. In accordance with SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI Circular No.
UPI Mandate Request SEBI/HO/CFD/DIL2/CIR/P/2019/85 da ted July 26, 2019, Individual Investors, Using the UPI
Mechanism may apply through the SCSBs and mobile applications whose names appears 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.
The Application mechanism that may be used by an UPI applicant to make an Application in the
UPI mechanism
Issue in accordance the UPI Circulars to make an ASBA Applicant in the Issue
UPI PIN Password to authenticate UPI transaction.
W.e.f. With Effect From
W.r.t. With Respect To
Weighted Average Number of Weighted Average Number of Equity shares is calculated in accordance with Accounting Standard
Equity Shares 20- Earnings per share (AS 20- EPS)
Wilful Defaulter or Fraudulent Wilful defaulter or a fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR
Borrower Regulations.
Any day, other than the second and fourth Saturdays of each calendar month, Sundays and public
holidays, on which commercial banks in Mumbai are open for business; provided however, with
reference to (i) announcement of Price Band; and (ii) Issue Period, “Working Day” shall mean any
day, excluding all Saturdays, Sundays and public holidays, on which commercial banks in Mumbai
Working Day are open for business; and with reference to (iii) the time period between the Issue Closing Date
and the listing of the Equity Shares on the Stock Exchanges, “Working Day” shall mean all trading
days of the Stock Exchanges, excluding Sundays and bank holidays, as per the SEBI circular
number SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016 and the SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, including the UPI Circulars
ABBREVIATIONS
Abbreviation Full Form
% Percent
& And
a.m. Ante meridiem
AIF Alternative Investment Funds
AS Accounting Standard
ASBA Application Supported by Blocked Amount
B2B Business-to-Business
B2C Business-to-Consumer
B2G Business-to-Government
BIOS Basic Input/ Output System
Bn Billion
BIFR Board for Industrial and Financial Reconstruction
BRLM/ LM Book Running Lead Manager
12BIS Bureau of Indian Standards
C.Ex Custom and Excise
CAGR Compound Annual Growth Rate
CWIP Capital Work in Progress
CBDT Central Board of Direct Taxes
CDP Collecting Depository Participants
CDSL Central Depository Services (India) Limited
Cess A tax on a tax, levied for a specific purpose
CGST Central Goods and Services Tax
CIN Corporate Identification Number
CO2 Carbon Dioxide
CAN Confirmation of Allocation Note
CLRA Contract Labour (Regulation and Abolition) Act, 1970
CIN Corporate Identification Number
COVID-19 Coronavirus Disease 2019
CPCB Central Pollution Control Board
CPI Consumer Price Index
CPU Central Processing Unit
CRM Customer Relationship Management
CRTA Collecting Registrar and Transfer Agent
CS Company Secretary
CSR Corporate Social Responsibility
CESTAT Customs, Excise, and Service Tax Appellate Tribunal
CVD Countervailing Duty
CY Calendar Year
DDT Dividend Distribution Tax
DEA Department of Economic Affairs
DPIIT Department for Promotion of Industry and Internal Trade
DPDPA Digital Personal Data Protection Act of 2023
DIN Director Identification Number
DGFT Directorate General of Foreign Trade
DP Depository Participant
DRHP Draft Red Herring Prospectus
DRI Directorate of Revenue Intelligence
DSE Designated Stock Exchange
e.g. for example
EBIT Earnings Before Interest and Taxes
EBITDA Earnings Before Interest, Taxes, Depreciation, and Amortization
e-commerce Electronic commerce
EEE Electrical and Electronic Equipment
e-Gazette Electronic Gazette
EGM Extra-ordinary General Meeting
ESSCI Electronics Sector Skills Council of India
ESDM Electronics System Design and Manufacturing
EDLI Employees Deposit Linked Insurance Scheme
EPA Environment (Protection) Act, 1986
EPF Employees' Provident Fund
EPR Extended Producer Responsibility
EPS Earnings Per Share
13ER Act Equal Remuneration Act, 1976
ESG Environmental, Social, and Governance
ESI Employees' State Insurance
etc. Et cetera (and so on)
EU European Union
E-waste Electronic waste
FE Final Estimates
FII Foreign Institutional Investor
FIPB Foreign Investment Promotion Board
FMCG Fast-Moving Consumer Goods
FCNR Foreign Currency Non-Resident
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999
FPI Foreign Portfolio Investor
FRE First Revised Estimates
FCFE Free Cash Flow to Equity
FRN Floating Rate Note
FVCI Foreign Venture Capital Investor
FY Financial Year
G7 Group of Seven
GAAP Generally Accepted Accounting Principles
GB Gigabyte
GDP Gross Domestic Product
GeM Government e-Marketplace
GID General Information Document
GHMC Act 1955 Greater Hyderabad Municipal Corporation Act, 1955
GoI Government of India
GeM Government e-Marketplace
GNDI Gross National Disposable Income
GST Goods and Services Tax
GVA Gross Value Added
HUF Hindu Undivided Family
HRMS Human Resource Management System
i.e. that is
IANA ID Internet Assigned Numbers Authority Identifier
IBC Insolvency and Bankruptcy Code
ICAI Institute of Chartered Accountants of India
ID Identification
IFRS International Financial Reporting Standards
IGST Integrated Goods and Services Tax
IIP Growth Index of Industrial Production Growth
IMF International Monetary Fund
IEC Import Export Code
Ind AS Indian Accounting Standards
INR/ Rs/ ₹ Indian Rupees
IP Intellectual Property
IoT Internet of Things
IPO Initial Public Offering
IRDA Insurance Regulatory and Development Authority
14IRDAI Insurance Regulatory and Development Authority of India
ISIN International Securities Identification Number
ISO International Organization for Standardization
IST Indian Standard Time
IT Information Technology
ITAD IT Asset Disposition
Kg/ h Kilograms per hour
KMP Key Managerial Personnel
KPI Key Performance Indicator
Kv Kilovolt
LEI Legal Entity Identifier
LLB Bachelor of Laws
LLC Limited Liability Company
LLP Limited Liability Partnership
LM Act Legal Metrology Act, 2009
M/s Messrs (a title for a firm or company)
M. Com Master's degree in commerce
MENA Middle East and North Africa
MWA Rules Minimum Wages Act, 1948 and Maharashtra Minimum Wages Rules, 1963
MoEF & CC Ministry of Environment, Forest and Climate Change
MIS Management Information System
Mn Million
MOA Memorandum of Association
MRTP Act Monopolies and Restrictive Trade Practices Act, 1969
MOSPI Ministry of Statistics & Programme Implementation
Mr Mister
MSME Micro, Small, and Medium Enterprises
Mt. Metre
NA Land Non-Agricultural Land
NA/ N.A. Not Applicable
NACH National Automated Clearing House
NEFT National Electronic Fund Transfer
NAV Net Asset Value
NBFC Non-Banking Financial Company
NCLT National Company Law Tribunal
NEP National Education Policy
NGO Non-Governmental Organization
No. Number
NOC No Objection Certificate
NRE Non-Resident External
NRO Non-Resident Ordinary
NPCI National Payments Corporation of India
NRIs Non-Resident Indians
NSDL National Securities Depository Limited
NSO National Statistical Office
O/s Outstanding
OCB Overseas Corporate Body
OEM Original Equipment Manufacturer
OFS Offer for Sale
15OCI Overseas Citizen of India
p.a. Per annum (per year)
p.m. Post meridiem
P/E Price-to-Earnings Ratio
PAN Permanent Account Number
PAT Profit After Tax
POB Act Payment of Bonus Act, 1965
PC Personal Computer
PDF Portable Document Format
PM Pradhan Mantri (Prime Minister)
PPE Property Plant and Equipment
PFCE Private Final Consumption Expenditure
PLI Production Linked Incentive
P.T.E.C Professions Tax Payer Enrolment Certificate
P.T.R.C Professions Tax Payer Registration Certificate
PO Purchase Order
PMI Purchasing Managers' Index
QFIs Qualified Foreign Investors
QIB Qualified Institutional Buyer
QR Quick Response
QC Quality Control
R&D Research and Development
RBI Reserve Bank of India
RTGS Real-Time Gross Settlement
RFQ Request for Quotation
RHP Red Herring Prospectus
RII Retail Individual Investor
ROC Registrar of Companies
ROCE Return on Capital Employed
ROE Return on Equity
RoNW Return on Net Worth
RTA Registrar and Transfer Agent
S&P Global Standard & Poor's Global
SAE Second Advanced Estimate
SCORES SEBI Complaints Redress System
SCSB Self-Certified Syndicate Banks
SHWW Act Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
SGST State Goods and Services Tax
SCN Show Cause Notice
SMF Single Master Form
SME Small and Medium-sized Enterprises
SMFG India Credit Sumitomo Mitsui Financial Group India Credit
SMP Senior Management Personnel
SPF Sovereign Patent Fund
Sq. Square
Sr. No. Serial Number
SS Secretarial Standards Issued by The Institute of Company Secretaries of India
SSC Secondary School Certificate
SSD Solid-State Drive
16SPCBs State Pollution Control Boards
STT Securities Transaction Tax
T. V Television
TAT Turn Around Time
TAN Tax Deduction and Collection Account Number
TDS Tax Deducted at Source
Tel. Telephone
DPIIT The Department for Promotion of Industry and Internal Trade
ITU The International Telecommunication Union
TRS Transaction Registration Slip
TSDF Treatment, Storage, and Disposal Facility
UDIN Unique Document Identification Number
UEFI Unified Extensible Firmware Interface
UPI Unified Payments Interface
UN SDGs United Nations Sustainable Development Goals
UPI Unified Payments Interface
US United States
USB Universal Serial Bus
VAR Value at Risk
VCFs Venture Capital Funds
VR Virtual Reality
WEO World Economic Outlook
WHO World Health Organization
Wi-Fi Wireless Fidelity
OS Operating System
WCA Workmen's Compensation Act, 1923
WDV Written Down Value
Y-o-Y/ YOY Year-on-Year
The words and expressions used but not defined in this Red Herring Prospectus will have the same meaning as assigned to such
terms under the Companies Act, the Securities and Exchange Board of India Act, 1992 (the “SEBI Act”), the SCRA, the Depositories
Act and the rules and regulations made thereunder.
Notwithstanding the foregoing, terms in “Description of Equity Shares and Terms of the Articles of Association”, “Statement of
Possible Tax Benefits”, “Industry Overview”, “Key Regulations and Policies”, “Financial Information of our Company”,
“Outstanding Litigations and Material Developments” and “Issue Procedure”, will have the meaning ascribed to such terms in
these respective sections.
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17CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF
FINANCIAL PRESENTATION
In this Red Herring Prospectus, the terms “we”, “us”, “our”, the “Company”, “Unisem” “our Company”, unless the context otherwise
indicates or implies, refers to Unisem Agritech Limited. All references in this Red Herring Prospectus to “India” are to the Republic
of India. All references in this Red Herring Prospectus to the “U.S.”, “USA” or “United States” are to the United States of America.
In this Red Herring Prospectus, unless the context otherwise requires, all references to one gender also refers to another gender and
the word “Lac/ Lakh” means “one hundred thousand”, the word “million (mn)” means “Ten Lac/ Ten Lakh”, the word “Crore”
means “ten million” and the word “Billion (bn)” means “One Hundred Crores”. In this Red Herring Prospectus, any discrepancies
in any table between total and the sum of the amounts listed are due to rounding-off.
USE OF FINANCIAL DATA
Unless stated otherwise, throughout this Red Herring Prospectus, all figures have been expressed in Rupees and Lakh. Unless stated
otherwise, the financial data in this Red Herring Prospectus is derived from our Restated Financial Statements prepared for the year
ended March 31, 2023, 2024 and 2025 and for the period dated September 30, 2025 in accordance with Indian GAAP, the Companies
Act and SEBI ICDR Regulations, 2018 included under Section titled “Financial Information” on page no. 209 of this Red Herring
Prospectus.
There are significant differences between Indian GAAP, the International Financial Reporting Standards (“IFRS”) and the Generally
Accepted Accounting Principles in the United States of America (“U.S. GAAP”). Accordingly, the degree to which the Indian
GAAP financial statements included in this Red Herring Prospectus will provide meaningful information is entirely dependent on
the reader’s level of familiarity with Indian accounting practice and Indian GAAP. Any reliance by persons not familiar with Indian
accounting practices on the financial disclosures presented in this Red Herring Prospectus should accordingly be limited. We have
not attempted to explain those differences or quantify their impact on the financial data included herein, and we urge you to consult
your own advisors regarding such differences and their impact on our financial data.
Any percentage amounts, as set forth in “Risk Factors”, “Business Overview”, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and elsewhere in this Red Herring Prospectus unless otherwise indicated, have
been calculated on the basis of the Company‘s Restated Financial Statements prepared in accordance with the applicable provisions
of the Companies Act, Indian GAAP and restated in accordance with SEBI (ICDR) Regulations, 2018, as stated in the report of our
Peer Review Auditor, set out in section titled “Financial Information” on 209 of this Red Herring Prospectus. As on date of this
Red Herring Prospectus we don’t have any subsidiaries. Our fiscal year commences on April 1 of every year and ends on March 31
of every next year.
For additional definitions used in this Red Herring Prospectus, see the section “Definitions and Abbreviations” on page no. 2 of
this Red Herring Prospectus. In the section titled “Provisions of the Articles of Association”, on page no. 362 of this Red Herring
Prospectus defined terms have the meaning given to such terms in the Articles of Association of our Company.
Certain Non-GAAP Measures and certain other statistical information relating to our operations and financial performance like
EBITDA, EBITDA Margin, PAT Margin, and others, have been included in this Red Herring Prospectus. We compute and disclose
such non-GAAP measures and such other statistical information relating to our operations and financial performance as we consider
such information to be useful measures of our business and financial performance. These Non GAAP measures and other statistical
and other information relating to our operations and financial performance may not be computed on the basis of any methodology
that is applicable across the industry and therefore may not be comparable to financial measures and statistical information of similar
terminology that may be computed and presented by other companies and are not measures of operating performance or liquidity
defined by the accounting standards and may not be comparable to similarly titled measures presented by other companies.
USE OF INDUSTRY & MARKET DATA
Unless stated otherwise, industry and market data and forecast used throughout this Red Herring Prospectus was obtained from
internal Company reports, data, websites, Industry publications report as well as Government Publications. Industry publication data
and website data generally state that the information contained therein has been obtained from sources believed to be reliable, but
that their accuracy and completeness and underlying assumptions are not guaranteed and their reliability cannot be assured.
Although, we believe industry and market data used in this Red Herring Prospectus is reliable, it has not been independently verified
by us or the Book Running Lead Manager or any of their affiliates or advisors. Similarly, internal Company reports and data, while
believed by us to be reliable, have not been verified by any independent source. 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 market and
industry sources.
18In accordance with the SEBI ICDR Regulations, 2018 as amended time to time the section titled “Basis for Issue Price” on page
no. 95 of this Red Herring Prospectus includes information relating to our peer group companies. Such information has been derived
from publicly available sources, and neither we, nor the Book Running lead manager, have independently verified such information.
CURRENCY OF FINANCIAL PRESENTATION
All references to “Rupees” or “INR” or “Rs.” Or “₹” are to Indian Rupees, the official currency of the Republic of India. Except
where specified, including in the section titled “Industry Overview” throughout this Red Herring Prospectus all figures have been
expressed in Lakhs.
Any percentage amounts, as set forth in “Risk Factors”, “Business Overview”, “Management’s Discussion and Analysis of
Financial Conditions and Results of Operations” on page no. 28, 119 and 270 respectively of this Red Herring Prospectus, unless
otherwise indicated, have been calculated based on our Restated Financial Statements prepared in accordance with Indian GAAP.
This Red Herring Prospectus contains conversion of certain US Dollar and other currency amounts into Indian Rupees that have
been presented solely to comply with the requirements of the SEBI ICDR Regulations, 2018. These conversions should not be
construed as a representation that those US Dollar or other currency amounts could have been, or can be converted into Indian
Rupees, at any particular rate.
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 Red Herring Prospectus
or approved or disapproved the Equity Shares. Any representation to the contrary is a criminal offence in the United States. In
making an investment decision, investors must rely on their own examination of our Company and the terms of the Offer, including
the merits and risks involved.
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or any other applicable
law of the United States and, unless so registered, may not be offered or sold within the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws.
Accordingly, the Equity Shares are being offered and sold only outside of the United States in offshore transactions as defined in
and in compliance with Regulation S and the applicable laws of the jurisdiction where those offers and sales are made. See “Other
Regulatory and Statutory Disclosures” on page no. 300 of this Red Herring Prospectus.
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.
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19FORWARD LOOKING STATEMENTS
All statements contained in this Red Herring Prospectus that are not statements of historical fact constitute forward-looking
statements. All statements regarding our expected financial condition and results of operations, business, plans and prospects are
forward-looking statements. These forward-looking statements include statements with respect to our business strategy, our revenue
and profitability, our projects and other matters discussed in this Red Herring Prospectus regarding matters that are not historical
facts. Investors can generally identify forward-looking statements by the use of terminology such as “aim”, “anticipate”, “believe”,
“expect”, “estimate”, “intend”, “objective”, “plan”, “project”, “may”, “will”, “will continue”, “will pursue”, “contemplate”,
“future”, “goal”, “propose”, “will likely result”, “will seek to” or other words or phrases of similar import. All forward-looking
statements (whether made by us or any third party) are predictions and are subject to risks, uncertainties and assumptions about us
that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement.
Forward-looking statements reflect our current views with respect to future events 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.
Further the actual results may differ materially from those suggested by the forward-looking statements due to risks or uncertainties
associated with our expectations with respect to, but not limited to, regulatory changes, our growth and expansion, technological
changes, our exposure to market risks, general economic and political conditions in India and overseas which have an impact on our
business activities or investments, the monetary and fiscal policies of India and other jurisdictions in which we operate, inflation,
deflation, unanticipated volatility in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of
the financial markets in India and globally, changes in domestic laws, regulations and taxes, changes in competition in our industry
and incidence of any natural calamities and/ or acts of violence. Other important factors that could cause actual results to differ
materially from our expectations include, but are not limited to, the following:
• Any future pandemic or widespread public health emergency could adversely affect our business, results of operations,
financial condition and cash flows
• Changes in laws and regulations relating to the sectors/areas in which we operate;
• Our ability to successfully implement our growth strategy and expansion plans;
• Our ability to meet our further capital expenditure requirements;
• Our ability to attract and retain qualified personnel;
• Changes in political and social conditions in India, the monetary and interest rate policies of India and other Countries;
• Conflict of Interest with affiliated companies, the promoter group and other related parties
• General economic and business conditions in the markets in which we operate and in the local, regional, national and
international economies;
• Changes in government policies and regulatory actions that apply to or affect our business.
• Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;
• The occurrence of natural disasters or calamities;
• Our inability to maintain or enhance our brand recognition;
• Failure to successfully upgrade our products and service portfolio, from time to time;
• Changes in consumer demand
For further discussions of factors that could cause our actual results to differ, please see the section titled “Risk Factors”,
“Business Overview” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page
no. 28, 119 and 270 of this Red Herring Prospectus, respectively.
By their nature, certain risk disclosures are only estimating and could be materially different from what actually occurs in the future.
As a result, actual future gains or losses could materially differ from those that have been estimated. Forward-looking statements
speak only as of this Red Herring Prospectus. Our Company, our Directors, the Book Running lead manager, and their respective
affiliates or associates do not have any obligation to, and do not intend 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 requirements, our Company and the Book Running Lead Manager will ensure
that investors in India are informed of material developments until such time as the grant of listing and trading approvals by the
Stock Exchange.
20SECTION II – SUMMARY OF RED HERRING PROSPECTUS
The following is a general summary of certain disclosures included in this Red Herring Prospectus and is neither exhaustive, nor
purports to contain a summary of all the disclosures in this Red Herring Prospectus or the Prospectus, when filed, or all details
relevant to prospective investors. This summary should be read in conjunction with, and is qualified in its entirety by, the more
detailed information appearing elsewhere in this Red Herring Prospectus, including “Risk Factors”, “The Issue”, “Capital
Structure”, “Objects of the Issue”, “Industry Overview”, “Business Overview”, “Our Promoters and Promoter Group”,
“Restated Financial Information”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”,
“Outstanding Litigation and Material Developments”, “Issue Procedure” and “Provisions of The Articles of Association” on
pages 28,49,71,,107,119,200,209,270,283,327and 362362 respectively.
SUMMARY OF OUR BUSINESS
We are a company engaged in developing, processing, and selling diverse range of seeds for vegetables, flower and field crops. By
integrating conventional breeding techniques, we strive to develop hybrid vegetable, flower and field crop seeds that offer higher
yields, improved product quality, and greater resistance to pests and diseases compared to naturally occurring varieties. Our core
operations focus on developing hybrid vegetable, flower and field crop seed varieties and processing them to ensure the consistent
quality.
We continuously develop various type of hybrid breeder seeds and select only the best qualitative traits from it which undergo
additional processing and eliminating more seeds and provide only the superior quality seeds, which are known as foundation seeds.
The foundation seeds consist of the parental materials essential for developing a hybrid. Following this, the foundation seeds then
multiplied into commercial seeds, which are then offered in the market for agricultural production. We provide multiple seed variants
for vegetable, flower and field crop, specifically designed to meet the requirements of different Agro-climatic conditions, including
factors such as water availability, crop duration, and soil characteristics across various geographic regions.
For further details please refer to the chapter titled ‘Business Overview’ on page no 119 of this Red Herring Prospectus.
SUMMARY OF INDUSTRY
India’s seed industry plays a pivotal role in ensuring national food security and agricultural sustainability. High-quality seeds are
essential for maximizing crop yields and farmer livelihoods. However, seed viability can be significantly impacted during storage
and transportation. Traditional methods, while effective, have limitations.
Seeds are the foundation of agriculture. Their quality directly influences germination rates, plant vigor, and ultimate crop
yield. Deterioration during storage and transportation can significantly compromise these factors. Seed moisture
content, temperature, and exposure to pests and diseases are critical factors impacting viability. Implementing advanced storage and
transportation solutions is crucial to ensure seeds reach farmers in optimal condition.
As per the Second Advance Estimates of National Income, the share of GVA of agriculture and allied sectors in the total economy
in 2022-23 was 18.3%, with a growth rate of 3.3%. The improved performance is also demonstrated by a significant increase in
agricultural exports, reaching Rs. 4.2 lakh crore (US$ 50.47 billion) in FY23, surpassing the previous year’s record. Between April
2000-March 2024, FDI in agriculture services stood at US$ 3.08 billion.
For more details, please refer chapter titled “Industry Overview” on page no 107 of this Red Herring Prospectus.
NAME OF PROMOTERS
Promoters of our Company are H N Devakumar, Anil K N, Dharanendra H Gouda, B H Devasinghnaik, Ramalingam
Venkataramana. For detailed information on our Promoters and Promoter Group, please refer to Chapter titled “Our Promoters and
Promoter Group” on page no. 200 of this Red Herring Prospectus.
SIZE OF THE ISSUE
The following table summarizes the details of the Issue.
Equity Shares Issued Up to 33,00,000 Equity Shares of Face Value of ₹ 5/- each fully paid for cash at a price of
₹ [●] per Equity Share aggregating ₹ [●] Lakhs.
21Out of which:
Issue Reserved for the Market Up to 1,68,000 Equity Shares of Face Value of ₹ 5/- each fully-paid up for cash at a price
Maker of ₹ [●] per Equity Share aggregating ₹ [●] Lakhs
Net Issue to the Public Up to 31,32,000 Equity Shares of having Face Value of ₹ 5/- each fully paid-up for cash at
a price of ₹ [●] per Equity Share aggregating ₹ [●] Lakhs
The Issue has been authorized by our board pursuant to resolution passed on 03.03.2025 and by our shareholders pursuant to a
resolution passed on 05.03.2025.
OBJECT OF THE ISSUE
Particulars Amount (₹ in) Lakhs
Gross proceeds of the Issue [●]
(less) Issue expenses* [●]
Net Issue Proceeds [●]
* The Issue related expenses are estimated expenses and subject to change.
UTILIZATION OF NET ISSUE PROCEEDS
The Net Issue Proceeds will be utilized for following purpose:
Sr. No. Particulars Amount (₹ in) Lakhs % of Gross Issue Proceeds
1 Funding Working Capital Requirements 1,106.00 [●]
2 Repayment of Loan 575.00 [●]
3 General Corporate Purpose [●] [●]
Total [●] [●]
For further details, please refer to chapter titled “Objects of the Issue” on page no. 86.
PRE-ISSUE SHAREHOLDING OF OUR PROMOTERS AND PROMOTER GROUP AS A PERCENTAGE OF THE
PAID-UP SHARE CAPITAL OF THE COMPANY
The shareholding pattern of our Promoters and Promoter Group and public before the Issue is as under:
Pre-issue Post-issue (1)
Sr. As a % of
Name of shareholders No. of Equity As a % of Pre- No. of Equity
No. Post Issued
Shares Issued Capital* Shares
Capital
Promoter (A)
1. H N Devakumar 19,27,632 23.999% 19,27,632 [●]
2. B H Devasinghnaik 19,27,632 23.999% 19,27,632 [●]
3. Dharanendra H Gouda 3,21,272 3.999% 3,21,272 [●]
4. Ramalingam Venkataramana 19,27,632 23.999% 19,27,632 [●]
5. Anil K N 19,27,632 23.999% 19,27,632 [●]
Total – A 80,31,800 99.997% 80,31,800 [●]
Promoter Group (B)
Total – B Nil Nil Nil Nil
Top 10 Shareholders (2) (C)
6. Shivakumar S Hiremath 100 0.0015% 100 [●]
7. Kavita S Davanageri 100 0.0015% 100 [●]
Total – C 200 0.003% 200 [●]
Total Shareholding 80,32,000 100% 80,32,000 [●]
*Rounded off
Notes: 1. To be updated in Prospectus subject to finalization of the basis of allotment.
2. As on the date of this Red Herring Prospectus, we have total 7 (seven) shareholders, out of which 2 are Public
Shareholders.
22SUMMARY OF RESTATED FINANCIAL STATEMENTS
Based on Restated Financial Statements
(₹ in Lakhs)
For the period ended For the year ended
Sr.
Particulars on September 30,
No. March 31, 2025 March 31, 2024 March 31, 2023
2025
1 Share Capital 401.60 401.60 401.60 401.60
2 Net worth# 1,30.9.23 959.65 532.25 446.93
3 Revenue$ 5,133.79 6,907.75 6,113.88 4,691.15
4 Profit After Tax 349.58 427.41 215.32 132.15
5 Earnings Per Share (Basic & 4.35
Diluted) @ 5.32 2.68 1.65
6 NAV per Equity Shares* 16.35 11.95 6.63 5.56
7 Total Borrowings^ 2,544.26 1,190.19 611.32 581.47
#Net Worth = Restated Equity Share Capital plus Reserves and Surplus
$ Revenue = Restated Revenue from operations
@ Earnings per share (Basic & diluted) = Restated PAT attributable to Equity Shareholders/ Weighted Average Number of Diluted
Potential Equity Shares outstanding during the year
*Net Asset Value per Equity Share in Rupees = Restated Net Worth as at the end of the year/ Total Number of Equity Shares
outstanding during the year
^Total Borrowings = Restated Long-Term Borrowings Plus Restated Short-Term Borrowings
AUDITOR’S QUALIFICATIONS
As of the date of this Red Herring Prospectus, there are no observations in the Auditor’s Report regarding the Restated Financial
Statements of our Company.
OUTSTANDING LITIGATIONS
A summary of outstanding matters set out below includes details of civil proceedings, tax proceedings, statutory and regulatory
actions and other material pending litigation involving us, Directors, Promoter and Group Company, as at the date of this Red
Herring Prospectus. For further details, please refer chapter titled “Outstanding Litigations and Material Developments” on page
no. 283.
Disciplinary actions by
Statutory or Material Aggregate
Criminal Tax the SEBI or Stock
Name of Entity Regulatory Civil amount involved
Proceedings Proceedings Exchanges against our
Proceedings Litigations (₹ in Lakhs)
Promoter
Company
By the Company 06 Nil Nil Nil Nil 22.33
Against the
Nil 03 Nil Nil Nil 26.80
Company
Promoters*
By Promoter Nil Nil Nil Nil Nil Nil
Against Promoter Nil 01 Nil Nil Nil 0.27
Directors other than Promoters
By our directors Nil Nil Nil Nil Nil Nil
Against the
Nil Nil Nil Nil Nil Nil
Director
KMPs/SMPs*
By our KMPS Nil Nil Nil Nil Nil Nil
Against the KMPs Nil 03 Nil Nil Nil 0.38
*Our promoters are also acting as KMP of the company.
23RISK FACTORS
An investment in equity involves a high degree of risk. Investors should carefully consider all the information in this Red Herring
Prospectus, including the risks and uncertainties described below, before making an investment in our equity shares. Any of the
following risks as well as other risks and uncertainties discussed in this Red Herring Prospectus could have a material adverse effect
on our business, financial condition and results of operations and could cause the trading price of our Equity Shares to decline, which
could result in the loss of all or part of your investment. In addition, the risks set out in this Red Herring Prospectus may not be
exhaustive and additional risks and uncertainties, not presently known to us, or which we currently deem immaterial, may arise or
become material in the future. Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify
or quantify the financial or other risks mentioned herein. Specific attention of the investors is invited to the section titled “Risk
Factors” on page no. 28 of this Red Herring Prospectus.
CONTINGENT LIABILITIES
As of the date of this Red Herring Prospectus, our Company has no contingent liabilities as indicated in our Restated Financial
Statements.
RELATED PARTY TRANSACTIONS
As required under Accounting Standard (AS) 18, Related Party Disclosures, notified under the Companies (Accounting Standards)
Rules, 2006, and in accordance with the requirements of the Companies Act, 2013, the details of transactions during the year with
related parties of the Company, as defined under AS 18 and under the Companies Act, are provided below.
Name of Related Parties Description of Relationship
Honnebagi Nagappa Devakumar Managing Director and Chairman
Beeranahalli Hemlanaik Devasinghnaik Chief Executive Officer (KMP)
Dharanendra Halappa Gouda Whole Time Director (KMP)
Venkataramana Ramalingam Chief Finance Officer (KMP)
Anil Karalamangala Narasimhamurthy Whole Time Director (KMP)
Suma Nagesh Uppin Director
Balappa Basappa Madalageri Director
Ramachandra Subbanna Giddi Director
Bobby Seth Company Secretary (KMP)
Transactions during the year
(Amount in Lakhs)
For the period For the year ended on
ended on
Nature of Transactions March 31, March 31,
September 30, March 31, 2025
2024 2023
2025
Purchases
Unison Agri Services (Sole Proprietorship) 1,020.79 1,621.12 1,119.71 842.07
Payment
Unison Agri Services (Sole Proprietorship) 934.00 1,045.60 1,026.00 877.00
Re imbursement of Expenses
Honnebagi Nagappa Devakumar 1.42 4.24 6.82 5.04
Beeranahalli Hemlanaik Devasinghnaik 1.89 5.59 9.92 6.55
Dharanendra Halappa Gouda 0.59 5.36 5.92 2.92
Venkataramana Ramalingam 4.47 8.42 13.50 9.49
Anil Karalamangala Narasimhamurthy 1.20 5.85 6.88 2.84
24Key Managerial Person's Remuneration
Honnebagi Nagappa Devakumar 26.22 48.38 43.44 37.22
Dharanendra Halappa Gouda 16.74 31.54 28.32 23.42
Anil Karalamangala Narasimhamurthy 26.22 48.38 43.44 37.22
Beeranahalli Hemlanaik Devasinghnaik-Chief 26.22 48.38 43.44
37.22
Executive Officer
Venkataramana Ramalingam-Chief Finance Officer 26.22 48.38 43.44 37.22
Bobby Seth - 1.24 - -
Outstanding Balance at the end of the year
(Amount in lakhs)
As At As At As At
Outstanding Balance Receivables/ (Payable) As At 31.03.2025
30.09.2025 31.03.2024 31.03.2023
Trade payable
Unison Agri Services (Sole Proprietorship) 1,041.01 1,118.03 545.79 458.58
For more details, please refer the section titled “Restated Financial Statement” on page no. 209 of this Red Herring Prospectus.
FINANCING ARRANGEMENTS
There have been no financing arrangements whereby our Promoters, members of the Promoter Group or our directors and their
relatives (as defined in the Companies Act, 2013) have financed the purchase by any other person of securities of our Company
(other than in the normal course of business of the financing entity) during the period of six months immediately preceding the date
of this Red Herring Prospectus.
WEIGHTED AVERAGE PRICE OF EQUITY SHARES ACQUIRED BY OUR PROMOTERS
Weighted average price at which the Equity Shares were acquired by our Promoters in last one year preceding the date of this Red
Herring Prospectus set forth in the table below:
Sr. No of Equity Shares acquired Weighted Average Price*
Name of Promoters Nature of Transaction
No. during the last one year (in ₹ per Equity Share)
Split of shares from face value
1. H N Devakumar 9,63,816 Nil
of ₹ 10/- each to ₹5/- each
Split of shares from face value
2. B H Devasinghnaik 9,63,816 Nil
of ₹ 10/- each to ₹5/- each
Dharanendra H Split of shares from face value
3. 1,60,636 Nil
Gouda of ₹ 10/- each to ₹5/- each
Ramalingam Split of shares from face value
4. 9,63,816 Nil
Venkataramana of ₹ 10/- each to ₹5/- each
Split of shares from face value
5. Anil K N 9,63,816 Nil
of ₹ 10/- each to ₹5/- each
*The Weighted average price of equity shares acquired by our promoters as certified by M/s. S K S V M & Co, Chartered Accountant
vide their certificate dated 16.09.2025 bearing UDIN: 25232286BMJOYJ6987.
The weighted average cost of acquisition of Equity Shares by our Promoters have been calculated by taking into account the amount
paid by them to acquire and Shares allotted to them divided by number of shares acquired during the last one year.
AVERAGE COST OF ACQUISITIONS OF SHARES FOR PROMOTERS
Sr. No. Name of Promoters No. of Equity Shares Held Weighted Average Price* (in ₹ per Equity Share)
1. H N Devakumar 19,27,632 3.12
2. B H Devasinghnaik 19,27,632 3.12
3. Dharanendra H Gouda 3,21,272 3.12
254. Ramalingam Venkataramana 19,27,632 3.12
5. Anil K N 19,27,632 3.11
The average cost of acquisition of Equity Shares by our Promoters have been calculated by taking into account the amount paid by
them to acquire and Shares allotted to them as reduced by amount received on sell of shares i.e. net of sale consideration is divided
by net quantity of shares acquired.
*The Average Cost of Acquisition as certified by M/s. S K S V M & Co, Chartered Accountant vide their certificate dated 16.09.2025
bearing UDIN: 25232286BMJOYJ6987.
PRE-IPO PLACEMENT
Our Company has neither issued shares pursuant to the pre-IPO placement of Equity Shares nor contemplating the same till listing
of equity shares of the company.
ISSUE OF SHARES FOR CONSIDERATION OTHER THAN CASH
The details of allotment of 15,06,000 Equity Shares made on March 9, 2023 by way of bonus issue out of free reserve (Profit & Loss
Account) in ratio of 3:5 i.e. (Three Equity Shares given against Five Equity Shares) are as follows:
Sr. No. of Equity Shares Face Value per Equity Issue Price per Equity
Name of Allottees
No. Allotted Share (in ₹) Share (in ₹)
1. Venkataramana Ramalingam 3,61,440
2. Dharanendra H. Gouda 60,240
3. Anil K. N. 3,61,440 10/- N.A.
4. H. N. Devakumar 3,61,440
5. B. H. Devasinghnaik 3,61,440
Total 15,06,000 10/- N.A.
Allotment of 25,00,000 Equity Shares of face value of ₹ 10 each fully paid up and aggregating upto ₹ 2,50,00,000 for the purchase
of the business of Unisem Agritech (Partnership Firm) on 04.07.2018 are as follows:
Face Value per Equity Issue Price per Equity
Sr. No Name of Allotees No. of Shares Allotted
Share (in ₹) Share (in ₹)
1. H N Devakumar 6,00,000
2. B H Devasinghnaik 6,00,000
3. Dharanendra H Gouda 1,00,000 10/- N.A.
4. Ramalingam Venkataramana 6,00,000
5. Anil K N 6,00,000
Total 25,00,000 10/- N.A.
SPLIT/ CONSOLIDATION OF EQUITY SHARES IN THE LAST ONE YEAR
Our Company has undertaken a split, pursuant to a resolution passed by our Board dated 08.02.2025 and a resolution passed by our
Shareholders at an EGM on 11.02.2025 the existing Equity Shares of face value of ₹10/- each were sub-divided into equity shares
of face value of ₹5/- each (“Equity Shares”). Accordingly, the issued, subscribed and paid-up equity share capital of our Company,
comprising of 40,16,000 Equity Shares of face value of ₹10/- each was sub divided into 80,32,000 issued, subscribed and paid-up
Equity Shares face value ₹5/- each.
EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY, GRANTED BY SEBI
Our Company had filed an exemption application dated June 26, 2025 with SEBI under Regulation 300(1)(c) of the Securities &
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 for seeking exemption from disclosing
i) Mrs. G Manjula (relative of Mr BH Devasinghnaik) ii) Mrs. Rupa R Sabhahit and iii) Mr Rajesh Hegde (relatives of Anil K N)
and their connected entities (Related entities) as defined under 2(1)(pp)(iv) of the Securities & Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations 2018 in the promoter group of Unisem Agritech Limited.
26The Securities & Exchange Board of India issued letter dated pursuant to the exemption having reference number
SEBI/HO/CFD/RAC-DIL1/P/OW/2025/23546/1 dated September 2, 2025 has advised and ensure the followings:
i) To classify and disclose Mrs G Manjula, Mrs Rupa R Sabhahit and Mr Rajesh Hegde and the Related Entities; as part of
the promoter group as per the SEBI(ICDR) Regulations, 2018 and inform them about such inclusion as promoter group
members;
ii) To disclose inability to obtain information about Related promoter group members and Related Entities in the offer
document;
iii) To make all applicable disclosures in the offer document based on the information as available in the public domain.
iv) To include appropriate Risk Factor in the offer documents.
v) Further, this letter along with all your aforementioned communications shall be included in the material contracts and
documents for inspection as disclosed in the offer document.
(The remainder of this page has been intentionally left blank)
27SECTION III – RISK FACTORS
An investment in Equity Shares involves a high degree of financial risk. You should carefully consider all information in this Red
Herring Prospectus, including the risks described below, before making an investment in our Equity Shares.
The risk factors set forth below do not purport to be complete or comprehensive in terms of all the risk factors that may arise in
connection with our business or any decision to purchase, own or dispose of the Equity Shares. This section addresses general risks
associated with the industry in which we operate, and specific risks associated with our Company. Any of the following risks, as well
as the other risks and uncertainties discussed in this Red Herring Prospectus, could have a material adverse effect on our business
and could cause the trading price of our Equity Shares to decline and you may lose all or part of your investment. In addition, the
risks set out in this Red Herring Prospectus are not exhaustive. Additional risks and uncertainties, whether known or unknown, may
in the future have material adverse effect on our business, financial condition and results of operations, or which we currently deem
immaterial, may arise or become material in the future. To obtain a complete understanding of our Company, prospective investors
should read this section in conjunction with the sections entitled “Business Overview‟ and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations‟ on page no. 119 and 270 of this Red Herring Prospectus respectively
as well as other financial and statistical information contained in this Red Herring Prospectus. Unless otherwise stated in the relevant
risk factors set forth below, we are not in a position to specify or quantify the financial or other risks mentioned herein.
This Red Herring Prospectus also contains forward-looking statements that involve risks and uncertainties. Our results could differ
materially from those anticipated in these forward-looking statements as a result of certain factors, including events described
below and elsewhere in this Red Herring Prospectus. Unless otherwise stated, the financial information used in this section is derived
from and should be read in conjunction with restated financial information of our Company prepared in accordance with the
Companies Act and restated in accordance with the SEBI (ICDR) Regulations, including the schedules, annexure and notes thereto.
Materiality
The Risk factors have been determined on the basis of their materiality. The following factors have been considered for
determining the materiality.
1. Some events may have material impact quantitatively;
2. Some events may have material impact qualitatively instead of quantitatively.
3. Some events may not be material individually but may be found material collectively.
4. Some events may not be material at present but may be having material impact in future.
28INTERNAL RISK FACTORS
1. We are highly dependent on the sale of particular products i.e. seeds. Our business is exposed to risks related to product
concentration, which could materially and adversely affect our business, financial condition, results of operations, and
prospects.
A significant portion of our revenue is derived from the sale of vegetable seeds, making our business highly dependent on their
demand and market performance. Any decline in demand for hybrid seeds due to factors such as climatic changes, government
policies, pricing pressure, availability of alternative seeds, competition from domestic and international players, or changes
in consumer preferences could materially and adversely impact our revenue and profitability.
Further, the quality, yield performance, and adaptability of vegetable seeds play a crucial role in determining market acceptance.
If our hybrid seeds fail to meet industry standards or farmers’ expectations in terms of yield, resistance to pests and diseases, or
adaptability to varying climatic conditions, it may result in loss of customer confidence and negatively impact our sales.
We cannot assure you that the performance of our vegetable seeds will continue to meet our customers’ expectations. In addition, our
business, financial condition, results of operations and prospects could be materially and adversely affected if one or more of these
uncertainties or disruptions occur.
Moreover, stringent regulatory approvals, intellectual property protection challenges, fluctuations in raw material costs, and
dependency on third-party contract farmers for seed production could pose additional risks to our business. Any disruption in
the supply chain, production issues, or unfavourable market conditions could adversely affect our financial condition, results of
operations, and cash flows:
(Amount in lakhs, except percentage)
Segments/ Service 31.03.2025 %age 31.03.2024 %age 31.03.2023 %age
Vegetable Seeds 5,806.00 84.08% 4,805.80 78.70% 3,854.32 82.17%
Flower Seeds 164.92 2.39% 93.58 1.53% 49.95 1.06%
Field Crop Seeds 934.25 13.53% 1207.08 19.77% 786.16 16.76%
Total 6,905.17 100.00% 6,106.47 100.00% 4,690.43 100.00%
There can be no assurance that the demand for our hybrid seeds will continue to grow or remain stable in the future. Any downturn
in the hybrid seed market or an inability to diversify our product portfolio could have a material adverse effect on our business and
financial performance.
2. We rely on third-party farmers who assist us in growing seeds (the “Seed Growing Farmers”) to produce our seeds, and
any problems with such Seed Growing Farmers may negatively affect our sales, cash flows from operations and results
of operations, and may further expose us to reputational risk.
We generally undertake our seed production through contractual arrangements with certain selected Seed Growing Farmers during
every crop season. We provide these Seed Growing Farmers with the required farm inputs and closely manage their activities during
all stages of seed production. However, our arrangements with these Seed Growing Farmers carry risks that they may have economic
or other interests that are inconsistent with our interests. They may take actions that are contrary to our instructions or requests, or
may be unable or unwilling to fulfil their obligations, especially those that relate to timely delivery of the produce. Under the
provisions of the Protection of Plant Varieties and Farmers’ Rights Act, 2001 (the “PPV & FR Act”), farmers may be entitled to
statutory protection, thereby enabling farmers to save, use, sow, re-sow, exchange, share or sell their farm produce in any manner
they want and we may not be able to enforce provisions in our agreements with such Seed Growing Farmers to restrict them from
doing so. Further, any failure by us to monitor closely the activities of our Seed Growing Farmers could expose our crops to risks
related to genetic contamination, disease or pest infestation and other types of problems that could affect the quality of our seeds.
While we have had long- term relationships with several of our Seed Growing Farmers who are now familiar with our quality
standards and other parameters, we do not have long-term contracts with our Seed Growing Farmers and cannot assure you that such
Seed Growing Farmers will continue to work with us on expiry of the relevant contract period.
3. The immediate relatives of our promoters, who are deemed to be a part of the Promoter Group under the SEBI ICDR
Regulations have not provided consent, information or any confirmations or undertakings pertaining to themselves which
are required to be disclosed as part of the Promoter Group in this Red Herring Prospectus.
Our Company requested i) Mrs. G Manjula (relative of Mr BH Devasinghnaik) ii) Mrs. Rupa R Sabhahit and iii) Mr Rajesh Hegde
(relatives of Anil K N), consequently who are deemed to be a part of the Promoter Group under the SEBI ICDR Regulations
29(“Related Persons”), to provide information, confirmations and undertakings in respect of themselves and their relevant entities, for
being deemed to be considered as members of the Promoter Group. However, our Company, despite several attempts, could not
establish communication with these Related Persons. Therefore, our Company, pursuant to its letter dated June 26, 2025 had sought
an exemption from the inclusion of Relevant Persons in Promoter Group of our Company. SEBI, pursuant to its letter dated
September 02, 2025 has directed our Company to include these Related Persons as part of Promoter Group of our Company and
include applicable disclosures based on the information as available in the public domain. In view of non-receipt of the relevant
confirmations and undertakings from these mentioned Related Persons and in order to comply with the disclosure requirements
specified under the SEBI ICDR Regulations pertaining to members of the Promoter Group of issuer companies, our Company has
disclosed such details pertaining to these Related Persons in the section titled “Our Promoters and Promoter Group” on page 200
of this Red Herring Prospectus only to the extent available and accessible to our Company from the publicly available information.
However, given that certain of such undertakings and confirmations are based only on publicly available information published on
websites, our Company has not been able to identify any body corporate in which 20.00% or more of the equity share capital is held
by any of these mentioned Related Persons in which they are members and consequently, our Company has not been able to identify
all entities which may be considered as a part of the Promoter Group of our Company and/or include disclosures in this Red Herring
Prospectus pertaining to any factual confirmations required to be made in relation to the Promoter Group members. There can be no
assurance that all relevant and/or complete disclosures pertaining to these aforementioned Related Persons and their connected
entities, as members of the Promoter Group of our Company are included in this Red Herring Prospectus. To that extent, the
incremental disclosures made in the section titled “Our Promoters and Promoter Group” in relation to Relevant Persons and/or
connected entities beginning on page 200 of this Red Herring Prospectus, are limited and based on the publicly available information
published.
4. Our operations are subject to high working capital requirements. Our inability to maintain an optimal level of working
capital required for our business may impact our operations adversely.
Our business requires significant amount of working capital and major portion of our working capital is utilized towards accounts
receivable and inventories. Our accounts receivable collection cycle is fairly long as a result of the nature of our business and
operations. This makes our business more susceptible to market downturns and client credit risk. Our growing scale and expansion,
if any, may result in increase in the quantum of current assets. Seed production requires various raw materials including foundation
seeds as well as other key inputs such as pesticides, fertilisers and electricity.
Our accounts receivable as at the end of the Fiscal period 2025, 2024 and 2023 stood at Rs. 1,300.94 Lakhs, Rs. 884.01 Lakhs and
Rs. 738.90 Lakhs which constituted 31.59%, 32.69% and 29.69% of the total current assets respectively. Also, our inventories as at
the end of the Fiscal period 2025, 2024 and 2023 stood at Rs. 1977.19 Lakhs, Rs. 1495.48 Lakhs and Rs. 1541.52 Lakhs which
constituted 48.02%, 55.31% and 61.95% of the total current assets respectively.
Our inability to maintain sufficient cash flow, credit facility and other sourcing of funding, in a timely manner, or at all, to meet the
requirement of working capital or pay out debts, could adversely affect our financial condition and result of our operations.
5. Our company operates in the seed developing and trading business and relies heavily on a diverse network of farmers for
seed cultivation. Any unavailability or shortage of these farmers, work stoppages, increased demands for compensation,
or changes in regulations related to agricultural labour could negatively affect our cash flow and operational results.
Our company is engaged in the seed developing and trading business and relies significantly on a diverse group of farmers for seed
production. The number of farmers involved with us can fluctuate based on the nature and scope of the cultivation tasks and
seasonality. We may face challenges in securing the necessary number of farmers for timely seed production due to various factors,
including potential disputes with farmers, less competitive compensation rates compared to our competitors, or changes in
agricultural regulations that could affect contractual labour farmers availability. We work with farmers on a contract basis, which
can lead to variable levels of commitment and consistency, resulting in higher absenteeism and disruptions in our operations
Any changes in agricultural regulations, could adversely impact our business and operational results. However, during the past three
financial years, we have not encountered any significant incidents related to these issues.
6. There are outstanding legal proceedings on the date of this Red Herring Prospectus involving our Company, however
there may be possible litigation which may adversely affect our business, financial condition and results of operations.
A summary of outstanding matters set out below includes details of civil proceedings, tax proceedings, statutory and regulatory
actions and other material pending litigation involving us, Directors, Promoter and Group Company, as at the date of this Red
Herring Prospectus:
30Statutory or Disciplinary actions by the Material Aggregate amount
Criminal Tax
Name of Entity Regulatory SEBI or Stock Exchanges Civil involved (₹ in
Proceedings Proceedings
Proceedings against our Promoter Litigations Lakhs)
Company
By the Company 06 Nil Nil Nil Nil 22.33
Against the
Nil 03 Nil Nil Nil 26.80
Company
Promoters*
By Promoter Nil Nil Nil Nil Nil Nil
Against Promoter Nil 01 Nil Nil Nil 0.27
Directors other than Promoters
By our directors Nil Nil Nil Nil Nil Nil
Against the
Nil Nil Nil Nil Nil Nil
Directors
KMPs/SMPs*
By our KMPS Nil Nil Nil Nil Nil Nil
Against the KMPs Nil 03 Nil Nil Nil 0.38
*Our promoters are also acting as KMP of the company.
The amounts claimed in these proceedings have been disclosed to the extent. If any new developments arise, such as a change in
Indian law or rulings against us by appellate courts or tribunals, we may need to make provisions in our financial statements that
could increase our expenses and current liabilities.
We cannot assure you that any of the outstanding litigation matters will be settled in our favour or that no additional liabilities will
arise out of these proceedings. In addition to the above, we could also be adversely affected by complaints, claims or legal actions
brought by persons, including before consumer forums or sector-specific or other regulatory authorities in the ordinary course of
business or otherwise, in relation to our business operations, our intellectual property, our branding or marketing efforts or campaigns
or our policies. We may also be subject to legal action by our employees and/or former employees in relation to alleged grievances,
such as termination of employment. We cannot assure you that such complaints, claims or requests for information will not result in
investigations, enquiries or legal actions by any regulatory authority or third persons against us.
For further details of certain material legal proceedings involving our Company, our Promoters, our directors, see “Outstanding
Litigations and Material Developments” beginning on page 283 of this Red Herring Prospectus.
7. Our business is seasonal in nature and therefore our results of operations for any quarter in a given year may not,
therefore, be comparable with other quarters in that year.
Our business is seasonal in nature and as a result, our operating results may fluctuate. Since our business is influenced by the
traditional crop season in India, our production as well as the demand for our products may be affected by seasonal factors such as
weather conditions, irrigation facilities, availability of credit to farmers and overall agricultural production. For example, weak
rainfall during a particular year may result in lower-than-normal area under cultivation for certain crops and this may affect overall
agricultural production in India. Consequently, the results of one reporting period may not be necessarily comparable with the
preceding, succeeding or corresponding reporting periods. Our revenues recorded during planting and harvesting seasons are
typically lower as compared to revenues recorded during the periods preceding these crop seasons. During periods of low sales
activity, we continue to incur substantial operating expenses in connection with, among other things, product promotion expenses
which are not reduced significantly during such periods, while our revenues remain reduced. We also experience significant
fluctuations in our working capital requirements during the planting and harvesting cycles.
8. Our inability to predict accurately the demand for our products and to manage our production and inventory levels could
materially and adversely affect our business, financial condition, results of operations and prospects.
31We sell our seed products primarily to dealers, who in turn sell the products primarily to farmers, who are our end consumers. We
monitor our inventory levels at different stages of our supply chain based on our own estimates of future demand for our products.
Because of the length of time necessary to produce commercial quantities of seeds, we are typically required to make production
decisions a year in advance of sales. Our end consumers generally make purchasing decisions for our products based on market
prices, economic and weather or climatic conditions and certain other factors that we or our dealers may not be able to anticipate
accurately in advance. Demand for our products may also be affected by factors such as irrigation facilities, availability of credit,
overall agricultural production, farmers’ ability to generate income from their produce. Any negative change in preferences of our
end consumers for our products could result in reduced demand for our products.
An inaccurate forecast of demand for any of our products can result in the unavailability of seeds that are in high demand, which
may adversely affect our results of operations, customer relationships and market share. Conversely, an inaccurate forecast of
demand or return of our products can also result in a surplus of seeds, which may increase storage and other related costs, negatively
impact cash flows, reduce the quality of inventory, erode margins substantially and may ultimately result in write-offs of inventory,
any of which circumstances could materially and adversely affect our business, financial condition, results of operations and
prospects. These factors could result in lower revenue or operating margins and in turn, materially and adversely affect our business,
financial condition, results of operations and prospects.
9. Substantial portion of our revenues has been dependent upon few customers and dealers. The loss of any one or more of
our major customers or dealers would have a material adverse effect on our business, cash flows, results of operations and
financial condition.
As per our current nature of business model, our company generate majority of our revenue from top 10 dealers. Although, we
believe that we will not face substantial challenges in maintaining our business relationship with them or finding new dealers, we
cannot assure that we shall generate the same quantum of business, or any business at all, and the loss of business from one or more
of them may adversely affect our revenue and operations. However, the composition and revenue generated from their customers
might change as we continue to add new customers in the normal course of business. The details of the same is mentioned in the table
below:
(Amount in lakhs, except percentage)
Particular 30.09.2025 %age 31.03.2025 %age 31.03.2024 %age 31.03.2023 %age
Dealer-1 853.23 32.79% 1,621.12 53.67% 1,120.11 48.19% 843.26 50.06%
Dealer-2 368.41 14.16% 141.27 4.68% - 0.00% - 0.00%
Dealer-3 148.40 5.70% - 0.00% - 0.00% - 0.00%
Dealer-4 108.30 4.16% 96.32 3.19% 113.62 4.89% 93.89 5.57%
Dealer-5 92.69 3.56% 23.64 0.78% 8.60 0.37% - 0.00%
Dealer-6 84.80 3.26% 155.54 5.15% 108.48 4.67% 98.83 5.87%
Dealer-7 80.97 3.11% 122.50 4.06% - 0.00% - 0.00%
Dealer-8 68.70 2.64% - 0.00% - 0.00% - 0.00%
Dealer-9 68.31 2.62% 57.43 1.90% 88.15 3.79% 78.53 4.66%
Dealer-10 63.36 2.43% - 0.00% - 0.00% - 0.00%
Total 1,937.16 74.44% 2,217.84 73.43% 1,438.96 61.91% 1,114.51 66.17%
In addition, we are exposed to payment delays and/or defaults by our major customers or dealer and our financial position and
financial performance are dependent on the creditworthiness of our customers. There is no guarantee that all or any of our customers
or dealers will honour their outstanding amounts in time and whether they will be able to fulfil their obligations, due to any financial
difficulties, cash flow difficulties, deterioration in their business performance, or a downturn in the global economy. If such events
or circumstances occur from all or any of our major customer, our financial performance and our operating cash flows may be
adversely affected.
10. Our Promoters/ Directors/ Promoter Group have given personal guarantees and properties in relation to certain debt
facilities provided to our Company by our lender. In event of default of the debt obligations, the personal guarantees may
be invoked thereby adversely affecting our Promoter’s ability to manage the affairs of our Company and our Company’s
profitability and consequently this may impact our business, prospects, financial condition and results of operations.
Some of the debt facilities provided to our Company by our lenders stipulate that the facility shall be secured by a personal guarantee
and properties of our Promoters/ Directors/ Promoter Group. In event of default on the debt obligations, the personal guarantees and
properties may be invoked thereby adversely affecting our Promoters/ Directors/ Promoter Group ability to manage the affairs of
our Company and consequently this may impact our business, prospects, financial condition and results of operations.
32Further, in an event our Promoters/ Directors/ Promoter Group withdraws or terminates his/ their guarantee/s or security, the lender
for such facilities may ask for alternate guarantee/s or securities or for repayment of amounts outstanding under such facilities or
even terminate such facilities. We may not be successful in procuring guarantee/s or collateral securities satisfactory to the lender
and as a result may need to repay outstanding amounts under such facilities or seek additional sources of capital, which could
adversely affect our financial condition. For more information, please see the section titled “Our Promoter and Promoter Group”
beginning on page 202 of this Red Herring Prospectus.
11. The agreements executed by our Company with lenders for financial arrangements contain restrictive covenants for
certain activities and if we are unable to get their approval, it might restrict our scope of activities and impede our growth
plans.
We have entered into agreements for our borrowings with certain lenders. These borrowings include secured fund based and non-
fund-based facilities. These agreements may include restrictive covenants which mandate certain restrictions in terms of our business
operations such as change in capital structure, formulation of any scheme of amalgamation or reconstruction, declaring dividends,
further expansion of business, granting loans to directors, repaying loans, undertake guarantee obligations on behalf of any other
borrower. Whereas our company shall request all the lenders for their prior approval/ no objection from the lenders for any of the
above activities in-absence of which company may require to re-pay such loan amount on demand of such un-secured lender(s). We
cannot assure you that our lenders will provide us with these approvals in the future. For details of these restrictive covenants, please
refer to section titled “Financial Indebtedness” on Page 268 of this Red Herring Prospectus.
12. Dependence upon transportation services for supply and transportation of our products are subject to various
uncertainties and risks, and delays in delivery may result in rejection of products by customer.
We do not have an in-house transportation facility and we rely on third party transportation and other logistic facilities at every stage
of our business activity including for procurement of products from our suppliers and for transportation of our finished products to
our customers. For this purpose, we hire services of transportation companies. However, we have not entered into any definitive
agreements with any third-party transport service providers and engage them on a need basis. Additionally, availability of
transportation solutions in the markets we operate in is typically fragmented. The cost of our goods carried by such third-party
transporters is typically much higher than the consideration paid for transportation, due to which it may be difficult for us to recover
compensation for damaged, delayed or lost goods.
13. Our company may incur penalties or liabilities for non-compliance or delay in compliance with certain provisions of ESIC,
EPF and EFPO in the previous years.
Our Company has duly complied with employee-related statutory filings under the EPF, EFPO, and ESIC regulations. During
the review period, certain filings were made with minor delays, primarily arising from administrative transitions, system
migrations, and temporary workforce fluctuations. Below table shows delay in:
• Employee State Insurance Corporation filing:
Period of Delay (In Number of
Sr. No. Month Due Date Filling Date
Days) Employees
1 80
Jun-18 15-07-2018 16-07-2018 1
2 79
Jul-18 15-08-2018 17-08-2018 2
3 80
Aug-18 15-09-2018 15-10-2018 30
4 79
Sep-18 15-10-2018 16-10-2018 1
5 75
Oct-18 15-11-2018 10-12-2018 25
6 67
Mar-19 15-04-2019 30-04-2019 15
7 66
May-19 15-06-2019 26-06-2019 11
8 65
Jun-19 15-07-2019 31-07-2019 16
9 66
Jul-19 15-08-2019 16-08-2019 1
10 57
Aug-19 15-09-2019 14-10-2019 29
11 59
Sep-19 15-10-2019 04-11-2019 20
3312 53
Oct-19 15-11-2019 25-11-2019 10
13 58
Nov-19 15-12-2019 13-01-2020 29
14 57
Jan-20 15-02-2020 25-02-2020 10
15 56
Mar-20 15-04-2020 28-04-2020 13
16 56
Apr-20 15-05-2020 19-06-2020 35
17 56
May-20 15-06-2020 19-06-2020 4
18 58
Jun-20 15-07-2020 17-07-2020 2
19 40
Nov-20 15-12-2020 23-12-2020 8
20 43
May-21 15-06-2021 18-06-2021 3
21 30
Sep-21 15-10-2021 18-10-2021 3
22 32
Mar-22 15-04-2022 16-04-2022 1
23 31
Apr-22 15-05-2022 08-06-2022 24
24 33
Aug-22 15-09-2022 21-09-2022 6
25 16
Jul-23 15-08-2023 18-08-2023 3
26 16
Feb-24 15-03-2024 16-03-2024 1
• Employee Provident Fund filing:
Period of Delay (In Number of
Sr. No. Month Due Date Filling Date
Days) Employees
1 116
Jun-18 15-07-2018 16-07-2018 1
2 115
Jul-18 15-08-2018 17-08-2018 2
3 118
Aug-18 15-09-2018 16-10-2018 31
4 117
Sep-18 15-10-2018 23-10-2018 8
5 117
Oct-18 15-11-2018 10-12-2018 25
6 109
Mar-19 15-04-2019 22-04-2019 7
7 109
May-19 15-06-2019 25-06-2019 10
8 110
Jun-19 15-07-2019 16-07-2019 1
9 111
Jul-19 15-08-2019 16-08-2019 1
10 100
Aug-19 15-09-2019 23-09-2019 8
11 110
Sep-19 15-10-2019 04-11-2019 20
12 110
Oct-19 15-11-2019 20-11-2019 5
13 109
Nov-19 15-12-2019 04-01-2020 20
14 104
Mar-20 15-04-2020 16-04-2020 1
15 107
May-20 15-06-2020 18-06-2020 3
16 107
Jun-20 15-07-2020 17-07-2020 2
17 112
May-21 15-06-2021 18-06-2021 3
18 111
Apr-22 15-05-2022 19-05-2022 4
Further, it is to confirm that there are no non-compliances/ delayed compliances require regularization/ compounding/ adjudication.
The delays were unintentional and administrative, not due to negligence or non-compliance. To ensure the timely compliance the
Company has appointed a whole-time Company Secretary and dedicatedly oversight by HR and finance teams which result in
reduction of delay filling in past few years.
34It cannot be assured, that there will not be such instance in the future, or our company will not commit any further delays or defaults
in relation to its statutory filing requirements, or any penalty or fine will not be imposed by any regulatory authority in respect to the
same. The happening of such event may cause a material effect on our financial results and operational position.”
14. Our company may incur penalties or liabilities for non-compliance or delay in compliance with certain provisions of GST
Act, Income Tax Act, Companies Act, Professional tax and other applicable laws in the previous years.
Our company has incurred penalties or liabilities for non-compliance or delay with compliance with certain provisions including
lapsed/ made delay in certain filings under applicable acts in the past years. Such non-compliance or delay with compliance with
certain provisions including lapsed/ made delay in certain filings and/or non-registration may incur penalties or liabilities which
many affect the results of operations and financial conditions of the company in near future. There were certain instances when
company has filed the returns of GST, IT after the due dates with or without penalties as applicable.
ROC delayed Form filing table
S. No Form No. SRN Event Date Filed within due date (Yes/ No)
1 AOC-4 G72172737 30-11-2017 No
2 ADT-1 G72166523 30-12-2017 No
3 MGT-14 G93918829 02-04-2018 No
4 SH-7 G93919371 02-04-2018 No
5 PAS-3 H05807680 04-07-2018 No
6 DIR-12 H27971951 04-07-2018 No
7 DPT-3 H76944560 31-03-2019 No
8 DPT-3 H76944628 31-03-2019 No
9 DPT-3 AA1184793 31-03-2022 No
10 AOC-4 F55241889 30-09-2022 No
11 MGT-7A F56248214 30-09-2022 No
12 ADT-1 F55426910 30-09-2022 No
13 DPT-3 AA8869545 31-03-2024 No
14 AOC-4 N23221187 30-09-2024 No
15 MGT-7 N23221732 30-09-2024 No
16 CHG-1 R00824425 30-08-2019 No
17 CHG-1 T08426017 30-12-2020 No
18 CHG-1 T17537705 30-01-2021 No
19 CHG-1 AA1235953 22-11-2022 No
20 CHG-1 AA1693050 06-01-2023 No
21 CHG-1 AA9160682 14-06-2024 No
22 CHG-4 AA1516568 13-12-2022 No
23 CHG-4 AA1554290 21-01-2023 No
24 DIR-12 AB2758826 03-01-2025 No
25 CHG-1 AB6738184 25.07.2025 No
26 CHG-1 AB6735754 25.07.2025 No
27 CHG-1 AB6737494 25.07.2025 No
It cannot be assured, that there will not be such instance in the future, or our company will not commit any further delays or defaults
in relation to its statutory filing requirements, or any penalty or fine will not be imposed by any regulatory authority in respect to
the same. The happening of such event may cause a material effect on our financial results and operational position.
15. Non-availability of PF and ESIC registration certificates with the Company may be viewed as a regulatory compliance
gap.
While our Company is registered under the applicable labour laws, including the Employees’ Provident Fund and Miscellaneous
Provisions Act, 1952 and the Employees’ State Insurance Act, 1948, we do not currently possess the PF and ESIC registration
certificates. Instead, our registration and compliance status have been verified using our login credentials on the respective
government portals.
The absence of physical registration certificates may be viewed as a procedural lapse and, during any regulatory scrutiny, could
result in delays, additional queries, or potential penalties, which may adversely affect our business or reputation.
3516. Non-availability of Fire NOC
As on the date of this Red Herring Prospectus, our Company has not obtained the Fire No Objection Certificate (“Fire NOC”) from
the relevant fire department for its premises. A site inspection has been conducted by the fire authorities, and an inspection report
has been issued, identifying certain compliance requirements. The Company is in the process of addressing these observations and
fulfilling the conditions outlined in the report in order to obtain the Fire NOC.
While we believe the non-availability of the Fire NOC is procedural in nature and are actively undertaking the necessary corrective
actions, any delay in obtaining the certificate or an adverse observation from the relevant authorities may give rise to compliance-
related issues, potential penalties, or operational disruptions, which could adversely impact our business operations, financial
condition, or reputation.
17. 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 and our inability to obtain, maintain or renew requisite
statutory and regulatory permits and approvals for our business operations could materially and adversely affect our
business, prospects, results of operations and financial condition
Our business requires us to obtain and renew from time to time certain approvals, licenses, registrations and permits, some of which
have expired and for which we have either made or are in the process of making an application for obtaining the approval or its
renewal. In particular, our Company has applied for registration of Seed license for multiple state. For further details, see
“Government and Other Approvals” on page 287 of this Red Herring Prospectus. Further, the Company is in the process of applying
for the Shops and Establishment Certificates for the states of Haryana and West Bengal. These approvals, licenses, registrations and
permissions under various regulations, guidelines, circulars and statutes regulated by various authorities for operating our business
activities 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 will
have an adverse impact on our business operations.
Failure by us to renew, maintain or obtain the required permits or approvals at the requisite time may result in the interruption of our
operations and may have an adverse effect on our business, financial condition and results of operations. Further, we cannot assure
that the approvals, licenses, registrations and permits issued to us would not be suspended or 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. For further details, see “Government and Other Approvals” on page 287 of this Red Herring Prospectus. 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. We may
be involved in any environmental legal proceedings in the course of our business due to non-compliances with terms and conditions
of regulatory approvals or authorizations.
18. Our Company has acquired the land from our Promoter(s) or Director(s) in the last five years.
In the past, our Promoter had transferred his property to the Company by way of gift, pursuant to a duly executed and registered
Gift Deed dated January 28, 2021. The said transfer was affected without any monetary consideration and was undertaken to support
the business operations and long-term objectives of the Company. The transaction was executed in compliance with applicable
laws, as it may be construed as a related party transaction under the provisions of the Companies Act, 2013 and applicable
accounting standards.
Whereas no adverse observations or disputes have arisen in connection with such transfer as on the date of Red Herring Prospectus,
we cannot assure you that similar or related transactions in the future involving acquisition or transfer of land or immovable property
from our Promoters, Directors, or their related entities will not be subject to scrutiny by regulatory or tax authorities or give rise to
perceptions of conflict of interest. Any such inquiry, dispute, or adverse perception could potentially affect the Company’s
reputation, delay project implementation, or result in additional compliance or legal costs. Accordingly, any such developments may
have a material adverse impact on our business operations, financial condition, or goodwill.
19. We are heavily dependent on our Promoters and Key Managerial Personnel for the continued success of our business
through their continuing services and strategic guidance and support.
Our success heavily depends upon the continued services of our Promoters and Key managerial personnel, particularly, H N
Devakumar, B H Devasinghnaik, Dharanendra H Gouda, Ramalingam Venkataramana and Anil K N. We also depend significantly
36on our Key Managerial Persons for executing our day-to-day activities. The loss of any of our Promoter and Key Management
Personnel, or failure to recruit suitable or comparable replacements, could have an adverse effect on us. The loss of service of the
Promoters and other senior management could seriously impair the ability to continue to manage and expand the business efficiently.
If we are unable to retain qualified employees at a reasonable cost, we may be unable to execute our growth strategy. For further
details of our Directors and key managerial personnel, please refer to Section “Our Management” on page 158 of this Red Herring
Prospectus.
20. We have incurred indebtedness which exposes us to various risks which may have an adverse effect on our business and
results of operations.
Our ability to borrow and the terms of our borrowings will depend on our financial condition, the stability of our cash flows, general
market conditions, economic and political conditions in the markets where we operate and our capacity to service debt. As on
31.07.2025, our total secured outstanding indebtedness was ₹ 1898.28 lakhs, and as on 16.09.2025, our total unsecured outstanding
indebtedness was ₹ 322.90 lakhs. Our significant indebtedness in future may result in substantial amount of debt service obligations
which could lead to:
i. Increasing our vulnerability to general adverse economic, industry and competitive conditions;
ii. Limiting our flexibility in planning for, or reacting to, changes in our business and the industry;
iii. Affecting our credit rating;
iv. Limiting our ability to borrow more money both now and in the future; and
v. Increasing our interest expenditure and adversely affecting our profitability.
If the loans are recalled on a short notice, we may be required to arrange for funds to fulfil the necessary requirements. The occurrence
of these events may have an adverse effect on our cash flow and financial conditions of the company. For further details regarding
our indebtedness, see “Statement of Financial Indebtedness” on page no. 268 of this Red Herring Prospectus.
21. Weather conditions, crop diseases and pest attacks could adversely affect the production of our seed products, as well as
the demand for our seed products, which may adversely affect our business, financial condition, results of operations and
prospects.
Our seed production activities and the Indian seeds industry are subject to substantially all the risks faced by the agriculture industry
in India. Crop yields depend significantly on the absence of any crop disease or pest attacks and favourable weather conditions such
as adequate rainfall and temperature, which vary from location to location. Adverse weather conditions such as windstorms, flood,
drought or frost may cause crop failures and reduce harvests, which may adversely affect our operations. However, results of changes
in weather and climatic conditions are difficult to predict and may affect crop planning and timing. In addition to factors such as soil
quality and the use of fertilisers, weather conditions may also affect the presence of diseases and pests. Any of these factors may
adversely affect our production of seeds. As we are obliged to pay our Seed Growing Farmers a mutually agreed compensation
regardless of the seed yield, we bear the risks associated with bad weather and climatic conditions. Furthermore, if crop diseases
and pests develop resistance to our products, this could adversely affect our Seed Growing Farmers’ crop yields. Additionally, we
cannot assure you that adverse weather patterns in the future or potential crop diseases will not affect our ability to produce the
desired quality or quantity of products to meet demand and in turn, their pricing. Any of these factors, or a combination thereof, can
adversely affect the quality of our seeds, yield and inventory levels, could increase our cost of operations, strain our operating margins
and reduce our operating revenue, which could materially and adversely affect our business, financial condition, results of operations
and prospects.
22. Actual or alleged claims relating to defective or low-quality products could materially and adversely affect our business,
financial condition, results of operations, reputation and prospects.
Although our seeds undergo extensive quality checks, they may still contain defective or undesired characteristics that may be
difficult to detect prior to their sale and use. Further, our seeds may be subject to contamination by external sources over which we
may have little, if any, or no control. In particular, we have limited control of the handling and storage of our seed products once
these products have been sold to our dealers and farmers. Any defects in our products, whether through our own fault or the fault of
a third party, such as a dealer, could result in losses to farmers, which may include the value of lost crops and any claims for such
losses could greatly exceed the value of the seeds that we sell, and could adversely affect our market reputation.
Further, the Seeds Act 1966, the Seeds Rules 1968 and the Seeds (Control) Order 1983 (the “Central Seeds Statutes”) prescribe
stringent standards in relation to the quality and reliability of seeds, which are implemented and enforced by various central or state
government authorities. Although we believe we take appropriate storage and handling precautions, our seeds are biological products
37which may deteriorate naturally over time as a result of natural biological processes. In the event the seeds sold by us or by our
dealers are defective, contaminated or substandard for any reason, including due to human errors at any stage of seed processing or
conditioning, a large number of farmers may experience crop failures and government or regulatory authorities, individual farmers
and other representative groups may pursue claims or actions against us.
23. We have in the past entered into related party transactions and may continue to do so in the future. There can be no
assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our Company’s
financial condition and results of operations.
Our Company has entered into various transactions with our Directors, Group companies, Promoters and Promoter Group
members/entities. These transactions, inter-alia includes, sales, purchase, remuneration and loans and advances etc.
For details, please refer to Annexure IX - Related Party Transactions under Section titled “Financial information of the Company”
and Chapter titled “Capital Structure” beginning on page no. 209 and 71 respectively of this Red Herring Prospectus. Our Company
has entered into such transactions due to easy proximity and quick execution. All the related party transactions are conducted on
arm’s length basis and are in compliance with the provisions of the Companies Act, 2013 and other applicable laws and in the ordinary
course of business, there can be no assurance that we could not have achieved more favourable terms had such transactions not been
entered into with related parties.
Furthermore, it is likely that we may enter into related party transactions in the future. any future transactions with our related parties
could potentially involve conflicts of interest. Accordingly, there can be no assurance that such transactions, individually or in the
aggregate, will not have a material adverse effect on our business, financial condition, cash flows, results of operations and prospects.
24. Some of the statutory approvals by our Company are required to be transferred in the name of “Unisem Agritech
Limited” from “Unisem Agritech Private Limited”, pursuant to conversion from private limited to public limited
company. Any failure to obtain and renew them or failure to transfer them in name of “Unisem Agritech Limited” in a
timely manner may affect our business operations.
Our Company is in the process of updating some of its certificates/ licenses with respect to the details of our offices or updating of
its name from “Unisem Agritech Private Limited” to “Unisem Agritech Limited” after the conversion. For more information on the
licenses obtained by our Company and the licenses applied for by our Company, please refer chapter titled “Government and other
Key Approvals” beginning on page no. 287 of this Red Herring Prospectus and the property owned by our company are mentioned
in chapter titled “Our Business” beginning on page no. 119 of this Red Herring Prospectus. Our Company operates under several
statutory and regulatory permits, licenses and approvals. Our inability to obtain, renew or maintain the statutory and regulatory
licenses, permits and approvals required to operate our business may have an adverse effect on our business & operations.
We require various statutory and regulatory licenses, permits and approvals to operate our business. We need to make compliance
and applications at appropriate stages of our business to continue our operations. There can be no assurance that the relevant
authorities will issue these approvals or licenses, or renewals thereof in a timely manner, or at all. Further any default by our Company
in complying with the same may result in the cancellation of such licenses, approvals or registrations which may adversely affect
our operations and financial strength.
Further, certain licenses and registrations obtained by our Company contain certain terms and conditions, which are required to be
complied by us. Any default by our Company in complying with the same, may result in inter alia the cancellation of such licenses,
consents, authorizations and/or registrations, which may adversely affect our operations. There can be no assurance that the relevant
authorities will issue or renew any of such permits or approvals in time or at all. Failure to renew, maintain or obtain the required
permits or approvals in time may result in the interruption of our operations and may have a material adverse effect on our business.
25. We are subject to competition from both organized and unorganized players in the market, which may significantly affect
the fixation and realisation of the price for our product, which may adversely affect our business operation and financial
condition.
The market for our products is competitive on account of existence of both the organized and unorganized players. Competition
occurs generally on the key attributes such as quality of products, distribution network, pricing and timely delivery. Some of our
competitors have longer industry experience and greater financial, technical and other resources, which may enable them to adopt
faster in changing market scenario and remain competitive. Moreover, the unorganized sector can offer their products at highly
competitive prices which may not be matched by us and consequently affect our volume of sales and growth prospects. Growing
competition may result in a decline in our market share and may affect our margins which may adversely affect our business
operations and our financial condition.
38We operate in a rapidly consolidating industry. The strength of combined companies could affect our competitive position in all of
our business areas. Furthermore, if one of our competitors or their customers acquires any of our customers or suppliers, we may lose
business from the customer or lose a supplier, which may adversely affect our business, results of operations and financial condition.
26. Our continued operations are critical to our business and are subject to operating risks such as breakdown or failure of
machinery, disruption to power sources or any temporary shutdown of our processing facility, in the event of which, our
business, results of operations, financial condition and cash flows can be adversely affected.
Our processing facility are subject to operating risks, such as the breakdown or failure of machinery, power supply or processes,
performance below expected levels of efficiency, obsolescence of equipment or machinery, labour disputes, natural disasters,
industrial accidents and the need to comply with the directives of relevant government authorities. Our customers rely significantly
on the timely delivery of our products and our ability to provide an uninterrupted and timely supply of our products is critical to our
business. We also require substantial electricity for our processing facility which is sourced from state electricity boards. Our customer
relationships, business and financial results may be materially adversely affected by any disruption of operations of our products,
including as a result of any of the factors mentioned above.
27. Changes in technology may render our current technologies obsolete or require us to make substantial investments.
Modernization and technology up gradation is essential to reduce costs and increase the output. Our technology and machineries
may become obsolete or may not be upgraded timely, hampering our operations and financial conditions and we may lose our
competitive edge. Although we believe that we have installed updated technology, we shall continue to strive to keep our technology,
plant and machinery in line with the latest technological standards. Further, the costs in upgrading our technology and modernizing
the plant and machineries are significant which could substantially affect our finances and operations.
28. We are dependent on third party transportation providers for the delivery of our raw material and Finished products.
Accordingly, continuing increases in transportation costs or unavailability of transportation services for them, as well the
extent and reliability of Indian infrastructure may have an adverse effect on our business, financial condition, results of
operations and prospects
We use third party transportation providers for the delivery of our raw material and Finished products. Transportation strikes could
have an adverse effect on our receipt of raw materials and our ability to deliver our products to our customers. In addition,
transportation costs in India have been steadily increasing over the past several years. Continuing increases in transportation costs
or unavailability of transportation services for our products may have an adverse effect on our business, financial condition, results
of operations and prospects.
In addition, India’s physical infrastructure is less developed than that of many developed nations, and problems with its road
networks, electricity grid, communication systems or any other public facility could disrupt our normal business activity, including
our supply of raw materials and the delivery of our products to customers by third-party transportation providers. Any deterioration
of India’s physical infrastructure would harm the national economy, disrupt the transportation of goods and supplies, and add costs
to doing business in India. These problems could interrupt our business operations, which could have a material adverse effect on our
results of operations and financial condition.
29. The average cost of acquisition of Equity Shares by our Promoters could be lower than the Issue Price.
Our Promoters average cost of acquisition of Equity Shares in our Company is lower than the Issue Price of the shares proposed to
be offered though this Red Herring Prospectus. For further details regarding average cost of acquisition of Equity Shares by our
Promoters in our Company, please refer to chapter titled “Summary of Red Herring Prospectus” on page no. 21 of this Red Herring
Prospectus.
30. Delays or defaults in client payments could affect our operations.
We may be subject to working capital risks due to delays or defaults in payment by clients, which may restrict our ability to procure
raw materials and make payments when due. In addition, any delay or failure on our part to supply the required quantity or quality
of products, within the time stipulated by our agreements, to our customers may in turn cause delay in payment or refusal of payment
by the customer. Such defaults/delays by our customers in meeting their payment obligations to us may have a material effect on
our business, financial condition and results of operations.
3931. Failure to effectively manage labour/ staff or failure to ensure availability of sufficient labour/ staff could affect the
business operations of the Company.
Our business activities are dependent on availability of skilled and unskilled labour/ staff. Non- availability of labour or staff at any
time or any disputes with them may affect our production schedule and timely delivery of our products to customers which may
adversely affect our business and result of operations. Though we have not faced any labour/ staff problem in the past we cannot
assure that we will not experience disruptions to our operations due to disputes or other problems with our work force, which may
lead to strikes, lock- outs or increased wage demands. Such issues could have adverse effect on our business, and results of
operations.
32. The Promoters (including family Member of Promoters) and Directors hold majority of the Equity Shares of Our
Company and are therefore interested in the Company's performance in addition to their remuneration and
reimbursement of expenses.
Our Promoters and Directors are interested in our Company, in addition to regular remuneration or benefits and reimbursement of
expenses, to the extent of their shareholding in our Company or their relatives, dividend entitlement, or loans advanced by them to
the Company, and benefits deriving from the directorship in our Company. There can be no assurance that our Promoters will exercise
their rights as shareholders to the benefit and best interest of our Company. Our Promoters will continue to exercise significant
control over us, including being able to control the composition of our Board of Directors and determine decisions requiring simple
or special majority voting of shareholders, and our other shareholders may be unable to affect the outcome of such voting. For further
information, please refer to the chapters/ section titled “Business Overview”, “Our Promoter and Promoter Group” and Related
Party Transactions under Chapter “Restated Financial Statement”, beginning on pages no. 119, 200 and 209 respectively of this
Red Herring Prospectus.
33. If we are unable to maintain and enhance our brand and reputation, the sales of our services may suffer which would
have a material adverse effect on our business operations.
Our business depends significantly on the strength of our brand and reputation in marketing and providing our services. We also
believe that maintaining and enhancing the “ ” brand, are critical to maintaining and expanding our customer base.
We believe that continuing to develop awareness of our brand, through focused and consistent branding and marketing initiatives is
important for our ability to increase our sales volumes and our revenues, grow our existing market share and expand into new
markets.
Also, we do not have any control over the registration of a trademark and a trademark may also be opposed by third parties that
claim to have prior or superior rights. Such actions are not within our control and can severely impact business and may result in
requirement to undertake rebranding exercises, all of which result in additional costs for us and could also impact our reputation.
We routinely monitor third party trademarks, including domain names, by keeping a check on the use of our trademarks. However,
it is possible that we are not aware of misuse of our trademarks and this could potentially cause loss of our reputation, which could
impact our business and may even affect our goodwill.
34. If we are unable to protect, maintain, or obtain registrations for our trademarks, including , or if such
rights are infringed, our business, reputation and financial condition may be adversely affected.
Our business and growth are significantly dependent on the strength, recognition and protection of our brand. We rely on our
trademarks to distinguish our products and maintain our market position. Any failure to adequately protect or enforce our trademark
rights may adversely impact our ability to compete effectively.
We have applied for registration of certain trademarks, including , and such applications are subject to examination,
objections, and potential opposition by third parties claiming prior or superior rights. We have no control over the time taken for
registration or the outcome of these applications. If any application is opposed, rejected or not granted in our favour, we may be
required to discontinue the use of such marks, undertake rebranding exercises, and incur additional expenses, which may result in
loss of brand recognition and goodwill.
40Further, despite our efforts to monitor and prevent unauthorized use or infringement of our trademarks, it is possible that some
misuse may go undetected. Any such infringement or unauthorized use may dilute our brand, cause confusion among customers or
adversely impact our reputation. Any of these events could materially and adversely affect our business, results of operations and
financial condition.
35. We could be harmed by employee misconduct or errors that are difficult to detect and any such incidences could adversely
affect our financial condition, results of operations and reputation.
We could be harmed by employee misconduct or errors that are difficult to detect, and any such incidents could adversely affect our
financial condition, results of operations, and reputation. Employee misconduct or errors could expose the Company to business
risks or losses, including regulatory sanctions and harm to its reputation. There can be no assurance that such events can always be
detected or prevented. The precautions taken by the Company to deter such activities may not be effective in all cases. However,
the Company confirms that, to date, it has not encountered any such instance of employee misconduct or error that has had a material
impact on its operations.
36. We have not identified any alternate source of funding and hence any failure or delay on our part to mobilize the required
resources or any shortfall in the Issue proceeds may delay the implementation schedule.
The proposed fund requirement for funding working capital requirements, as detailed in the section titled “Objects of the Issue” is to
be funded from the proceeds of this Issue. We have not identified any alternate source of funding and hence any failure or delay on
our part to mobilize the required resources or any shortfall in the Issue proceeds may delay the implementation schedule. We
therefore, cannot assure that we would be able to execute our future plans/strategy within the given timeframe. For details, please refer
to the Chapter titled “Objects of the Issue” beginning on page no. 86 of this Red Herring Prospectus.
37. We are subject to the restrictive covenants of banks in respect of the Loans/ Credit Limits and other banking facilities
availed from them.
Our financing arrangements contain restrictive covenants whereby we are required to obtain approval from our lender, regarding,
among other things such as major changes in share capital, management, changes in fixed assets, creation of any other charge,
undertake any guarantee obligation etc. There can be no assurance that such consents will be granted or that we will be able to
comply with the financial covenants under our financing arrangements. In the event we breach any financial or other covenants
contained in any of our financing arrangements, we may be required under the terms of such financing arrangements to immediately
repay our borrowings either in whole or in part, together with any related costs. This may adversely impact our results of operations
and cash flows. For further details on the Cash Credit Limits and other banking facilities, please see “Statement of Financial
Indebtedness” on page no. 268 of the Red Herring Prospectus. Any Penalty or demand raised by statutory authorities in future will
affect our financial position of the Company.
38. The Objects of the Issue for which funds are being raised, are based on our management estimates and have not been
appraised by any bank or financial institution or any independent agency.
The deployment of funds will be entirely at our discretion, based on the parameters as mentioned in the chapter titled “Objects of
the Issue”. The fund requirement and deployment, as mentioned in the “Objects of the Issue” on page no. 86 of this Red Herring
Prospectus is based on the estimates of our management and has not been appraised by any bank or financial institution or any other
independent agency. These fund requirements are based on our current business plan. We cannot assure that the current business plan
will be implemented in its entirety or at all. In view of the highly competitive and dynamic nature of our business, we may have to
revise our business plan from time to time and consequently these fund requirements. The deployment of the funds as stated under
chapter “Objects of the Issue” is at the discretion of our Board of Directors and is not subject to monitoring by any external
independent agency. Further, we cannot assure that the actual costs or schedule of implementation as stated under chapter “Objects
of the Issue” will not vary from the estimated costs or schedule of implementation. Any such variance may be on account of one or
more factors, some of which may be beyond our control. Occurrence of any such event may delay our business plans and/or may have
an adverse bearing on our expected revenues and earnings.
39. Our ability to pay any dividends will depend upon future earnings, financial condition, cash flows, working capital
requirements and capital expenditures.
We may retain all our future earnings, if any, for use in the operations and expansion of our business. As a result, we may not declare
dividends in the foreseeable future. Any future determination as to the declaration and payment of dividends will be at the discretion
41of our Board of Directors and will depend on factors that our Board of Directors deem relevant, including among others, our results
of operations, financial condition, cash requirements, business prospects and any other financing arrangements. Accordingly,
realization of a gain on shareholders investments may largely depend upon the appreciation of the price of our Equity Shares. There
can be no assurance that our Equity Shares will appreciate in value. For details of our Dividend history refer to the Section “Dividend
Policy” on page no. 208 of the Red Herring Prospectus.
40. There is no monitoring agency appointed by Our Company to monitor the utilization of the Issue proceeds.
Since the proceeds from the Issue do not exceed ₹50 crore, we are not required to appoint monitoring agency for monitoring the
utilization of Net Proceeds in accordance with Regulation 262(1) of SEBI ICDR Regulations. However, as per Section 177 of the
Companies Act, 2013, the Audit Committee of our Company, would be monitoring the utilization of the proceeds of the Issue and
as per regulation 262(5) of SEBI ICDR Regulations 2018, we shall submit a certificate of the statutory auditor for utilization of
money raised through the public issue to exchange while filing the quarterly financial results, till the issue proceeds are fully utilized.
Further, our Company shall inform about material deviations in the utilization of Issue proceeds to the stock exchange and shall also
simultaneously make the material deviations/ adverse comments of the audit committee public.
41. We may require further equity issuance, which will lead to dilution of equity and may affect the market price of our
Equity Shares or additional funds through incurring debt to satisfy our capital needs, which we may not be able to procure
and any future equity offerings by us.
Our growth is dependent on having a strong balance sheet to support our activities. In addition to the IPO Proceeds and our internally
generated cash flow, we may need other sources of financing to meet our capital needs which may include entering into new debt
facilities with lending institutions or raising additional equity in the capital markets. We may need to raise additional capital from
time to time, dependent on business conditions. The factors that would require us to raise additional capital could be business growth
beyond what the current balance sheet can sustain; additional capital requirements imposed due to changes in regulatory regime or
significant depletion in our existing capital base due to unusual operating losses. Any fresh issue of shares or convertible securities
would dilute existing holders, and such issuance may not be done at terms and conditions, which are favourable to the then existing
shareholders of our Company. If our Company decides to raise additional funds through the incurrence of debt, our interest
obligations will increase, and we may be subject to additional covenants, which could further limit our ability to access cash flows
from our operations. Such financings could cause our debt-to-equity ratio to increase or require us to create charges or liens on our
assets in favour of lenders. We cannot assure you that we will be able to secure adequate financing in the future on acceptable terms,
in time, or at all. Our failure to obtain sufficient financing could result in the delay or abandonment of our expansion plans. Our
business and future results of operations may be affected if we are unable to implement our expansion strategy.
Any future issuance of Equity Shares by our Company may dilute shareholding of investors in our Company; and hence affect the
trading price of our Company’s Equity Shares and its ability to raise capital through an issue of its securities. In addition, any
perception by investors that such issuances or sales might occur could also affect the trading price of our Company’s Equity Shares.
Additionally, the disposal, pledge or encumbrance of Equity Shares by any of our Company’s major shareholders, or the perception
that such transactions may occur may affect the trading price of the Equity Shares. No assurance may be given that our Company
will not issue Equity Shares or that such shareholders will not dispose of, pledge or encumber their Equity Shares in the future.
42. Certain data mentioned in this Red Herring Prospectus has not been independently verified
We have not independently verified data from industry publications contained herein and although we believe these sources to be
reliable, we cannot assure that they are complete or reliable. Such data may also be produced on a different basis from comparable
information compiled with regard to other countries. Therefore, discussions of matters relating to India and its economy are subject
to the limitation that the statistical and other data upon which such discussions are based have not been verified by us and may be
incomplete or unreliable.
43. We may not be able to sustain effective implementation of our business and growth strategies.
The success of our business will depend greatly on our ability to effectively implement our business and growth strategies. We may
not be able to execute our strategies in the future. Further, our growth strategies could place significant demand on our management
team and other resources and would require us to continuously develop and improve our operational, financial and other controls,
none of which can be assured. Any failure on our part to scale up our infrastructure and management could cause disruptions to our
business and could be detrimental to our long-term business outlook. Further, we operate in a highly dynamic industry, and on
42account of changes in market conditions, industry dynamics, technological improvements or changes and any other relevant factors,
our growth strategy and plans may undergo changes or modifications, and such changes or modifications may be substantial, and
may even include limiting or foregoing growth opportunities if the situation so demands. Our inability to implement our business
strategies and sustain our growth may impair our financial growth and thus result in an adverse impact on our Company’s share
price.
44. In the event there is any delay in the completion of the Issue, there would be a corresponding delay in the completion of
the objects/ schedule of implementation of this Issue which would in turn affect our revenues and results of operations.
The funds that we receive would be utilized for the Objects of the Issue as has been stated in the Chapter “Objects of the Issue” on
page no. 86 of the Red Herring Prospectus. The proposed schedule of implementation of the objects of the Issue is based on our
management’s estimates. If the schedule of implementation is delayed for any other reason whatsoever, including any delay in the
completion of the Issue, we may have to revise our business, development and working capital plans resulting in unprecedented
financial mismatch and this may adversely affect our revenues and results of operations.
45. The requirements of being a public listed company may strain our resources and impose additional requirements.
With the increased scrutiny of the affairs of a public listed company by shareholders, regulators and the public at large, we will incur
significant legal, accounting, corporate governance and other expenses that we did not incur in the past. We will also be subject to
the provisions of the listing agreements signed with the Stock Exchanges which require us to file unaudited financial results on a
half yearly basis. In order to meet our financial control and disclosure obligations, significant resources and management supervision
will be required. As a result, management’s attention may be diverted from other business concerns, which could have an adverse
effect on our business and operations. There can be no assurance that we will be able to satisfy our reporting obligations and/or
readily determine and report any changes to our results of operations in a timely manner as other listed companies. In addition, we
will need to increase the strength of our management team and hire additional legal and accounting staff with appropriate public
company experience and accounting knowledge and we cannot assure that we will be able to do so in a timely manner.
RISK FACTORS RELATED TO EQUITY SHARES
46. The Issue Price of our Equity Shares may not be indicative of the market price of our Equity Shares after the Issue.
The Issue price based on numerous factors and may not be indicative of the market price for our Equity Shares after the Issue. The
market price of our Equity Shares could be subject to significant fluctuations after the Issue, and may decline below the Issue Price.
There can be no assurance that you will be able to resell your Shares at or above the Issue Price. Among the factors that could affect
our Share price are: quarterly variations in the rate of growth of our financial indicators, such as earnings per share, net profit and
income; changes in income or earnings estimates or publication of research reports by analysts; speculation in the press or investment
community; general market conditions; and domestic and international economic, legal and regulatory factors unrelated to our
performance.
47. The Equity Shares issued pursuant to the Issue may not be listed on the Stock Exchange(s) in a timely manner, or at all,
and any trading closures at the Stock Exchange(s) may adversely affect the trading price of our Equity Shares.
In accordance with Indian law and practice, permission for listing and trading of the Equity Shares issued pursuant to the Issue will
not be granted until after the Equity Shares have been issued and allotted. Approval for listing and trading will require all relevant
documents authorising the issuing of Equity Shares to be submitted and there could therefore be a failure or delay in listing the
Equity Shares on the Stock Exchanges. Any failure or delay in obtaining such approval would restrict your ability to dispose of your
Equity Shares.
The regulation and monitoring of Indian securities markets and the activities of investors, brokers and other participants differ, in
some cases significantly, from those in developed economies. The Stock Exchanges have in the past experienced problems, including
temporary exchange closures, broker defaults, settlements delays and strikes by brokerage firm employees, which, if continuing or
recurring, could affect the market price and liquidity of the securities of Indian companies, including the Equity Shares, in both
domestic and international markets. A closure of, or trading stoppage on, either of the Stock Exchanges could adversely affect the
trading price of the Equity Shares.
48. Any further issuance of Equity Shares by our Company or sales of Equity Shares by any significant shareholders may
adversely affect the trading price of the Equity Shares.
43Any future issuance of Equity Shares by our Company could dilute the investors’ shareholding. Any such future issuance of Equity
Shares or sales of Equity Shares by any of our significant shareholders may also adversely affect the trading price of the Equity
Shares, and could impact our ability to raise capital through an offering of securities. In addition, any perception by investors that
such issuances or sales might occur could also affect the trading price of the Equity Shares.
49. There is no existing market for our Equity Shares, and we do not know if one will develop. Our stock price may be highly
volatile after the Issue and, as a result, you could lose a significant portion or all of your investment.
There is no guarantee that our Equity Shares will be listed on the Stock Exchanges in a timely manner or at all and any trading
closures at the Stock Exchanges may adversely affect the trading price of our Equity Shares. Prior to the Issue, there has not been a
public market for the Equity Shares. Further, we cannot predict the extent to which investor interest will lead to the development of
an active trading market on the Stock Exchanges or how liquid that market will become. If an active market does not develop, you
may experience difficulty selling the Equity Shares that you purchased. The Issue Price is not indicative of prices that will prevail
in the open market following the Issue. Consequently, you may not be able to sell your Equity Shares at prices equal to or greater
than the Issue Price. The market price of the Equity Shares on the Stock Exchanges may fluctuate after listing as a result of several
factors, including the following:
• Volatility in the Indian and other Global Securities Markets;
• The performance of the Indian and Global Economy;
• Risks relating to our business and industry, including those discussed in this Red Herring Prospectus;
• Strategic actions by us or our competitors;
• Investor perception of the investment opportunity associated with the Equity Shares and our future performance;
• Adverse media reports about us, our shareholders or Group Companies;
• Future sales of the Equity Shares;
• Variations in our half-yearly results of operations;
• Differences between our actual financial and operating results and those expected by investors and analysts;
• Our future expansion plans;
• Perceptions about our future performance or the performance of Power (Transmission and Distribution) companies
generally;
• Performance of our competitors in the Power (Transmission and Distribution) industry and the perception in the
market about investments in the Trading sector;
• Significant developments in the regulation of the trading and distribute ion industry in our key trade locations;
• Changes in the estimates of our performance or recommendations by financial analysts;
• Significant developments in India’s economic liberalization and deregulation policies; and
• Significant developments in India’s fiscal and environmental regulations. There has been significant
volatility in the Indian stock markets in the recent past, and our Equity Share.
Price could fluctuate significantly as a result of market volatility. A decrease in the market price of the Equity Shares could
cause you to lose some or all of your investment.
50. There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect a shareholder’s
ability to sell, or the price at which it can sell, the Equity Shares at a particular point in time.
The price of the Equity Shares will be subject to a daily circuit breaker imposed by all stock exchanges in India which does not allow
transactions beyond a certain level of volatility in the price of the Equity Shares. This circuit breaker operates independently of the
index-based market-wide circuit breakers generally imposed by the SEBI on Indian stock exchanges. The percentage limit on our
circuit breaker is set by the stock exchanges based on the historical volatility in the price and trading volume of the Equity Shares.
The stock exchanges do not inform us of the percentage limit of the circuit breaker from time to time, and may change it without
our knowledge. This circuit breaker effectively limits upward and downward movements in the price of the Equity Shares. As a result,
shareholders’ ability to sell the Equity Shares, or the price at which they can sell the Equity Shares, may be adversely affected at a
particular point in time.
51. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.
Under current Indian tax laws and regulations, capital gains arising from the sale of equity shares in an Indian company are generally
taxable in India. Any gain realised on the sale of listed equity shares on a stock exchange held for more than 12 months will not be
subject to capital gains tax in India, upto an amount of ₹ 1 lakh, if Securities Transaction Tax (“STT”) has been paid on the
44transaction. STT will be levied on and collected by a domestic stock exchange on which the equity shares are sold. Any gain realised
on the sale of equity shares held for more than 12 months to an Indian resident, which are sold other than on a recognised stock
exchange and on which no STT has been paid, will be subject to long term capital gains tax in India. Further, any gain realised on
the sale of listed equity shares held for a period of 12 months or less will be subject to short term capital gains tax in India. Capital
gains arising from the sale of the Equity Shares will be exempt from taxation in India in cases where the exemption from taxation
in India is provided under a treaty between India and the country of which the seller is resident. 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. In addition, changes in the terms of tax treaties or in their
interpretation, as a result of renegotiations or otherwise, may affect the tax treatment of capital gains arising from a sale of Equity
Shares.
EXTERNAL RISK FACTORS
52. The extent to which the Coronavirus disease (COVID-19) may affect our business and operations in the future is
uncertain and cannot be predicted
During the first half of calendar year 2020, COVID-19 spread to a majority of countries across the world, including India. The
COVID-19 pandemic has had, and may continue to have, significant repercussions across local, national and global economies and
financial markets. In particular, a number of governments and organizations have revised GDP growth forecasts for calendar year
2020 downward in response to the economic slowdown caused by the spread of COVID-19. The global impact of the COVID-19
pandemic has been rapidly evolving and public health officials and governmental authorities have responded by taking measures,
such as prohibiting people from assembling in large numbers, instituting quarantines, restricting travel, issuing “stay-at-home” orders
and restricting the types of businesses that may continue to operate, among many others. On March 14, 2020, India declared COVID-
19 as a “notified disaster” and imposed a nationwide lockdown beginning on March 25, 2020. The lockdown lasted until May 31,
2020, and has been extended periodically by varying degrees by state governments and local administrations. The lifting of the
lockdown across various regions has been regulated with limited and progressive relaxations being granted for movement of goods
and people in other places and calibrated re-opening of businesses and offices. Despite the lifting of the lockdown, there is significant
uncertainty regarding the duration and long-term impact of the COVID-19 pandemic, as well as possible future responses by the
Government, which makes it impossible for us to predict with certainty the impact that COVID-19 will have on our business and
operations in the future. We are closely monitoring the impact of COVID-19 on our financial condition, liquidity, operations,
suppliers and workforce. Any intensification of the COVID- 19 pandemic or any future outbreak of another highly infectious or
contagious disease may adversely affect our business, results of operations and financial condition.
53. The occurrence of natural or man-made disasters could adversely affect our results of operations, cash flows and financial
condition. Famine, War, Hostilities, terrorist attacks, civil unrest and other acts of violence could adversely affect the
financial markets and our business.
The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, famine, tsunamis, tornadoes, fires, explosions,
pandemic disease and man-made disasters, including acts of terrorism and military actions, could adversely affect our results of
operations, cash flows or financial condition. Our operations may be adversely affected by natural disasters and/or severe weather
conditions, which can result in damage to our seeds inventory and hamper our productivity and may slow down our business
operations temporarily or any other factor, which can adversely affect agriculture market in which we operate. In recent years, the
extent and severity of these natural disasters determine their impact on the Indian economy. Prolonged spells of abnormal rainfall
or other natural calamities could have a negative impact on the Indian economy, which could adversely affect our business, prospects,
financial condition and results of operations as well as the price of the Equity Shares.
In addition, India has witnessed local civil disturbances in recent years, in particular communal violence across ethnic or communal
lines involving conflicts, riots and other forms of violence between communities of different religious faith or ethnic origins, and it
is possible that future civil unrest as well as other adverse social, economic or political events in India could have an adverse effect
on our business. Terrorist attacks and other acts of violence or war may adversely affect the Indian securities markets. In addition,
any deterioration in international relations, especially between India and its neighbouring countries, may result in investor concern
regarding regional stability which could adversely affect the price of the Equity Shares. Such incidents could also create a greater
perception that investment in Indian companies involves a higher degree of risk and could have an adverse effect on our business
and the market price of the Equity Shares.
54. The Companies Act, 2013 has effected significant changes to the existing Indian company law framework, which may
subject us to higher compliance requirements and increase our compliance costs
45A majority of the provisions and rules under the Companies Act, 2013 have been notified and have come into effect from the date of
their respective notification, resulting in the corresponding provisions of the Companies Act, 1956 ceasing to have effect. The
Companies Act, 2013, and amendments there to, has brought into effect significant changes to the Indian company law framework,
such as in the provisions related to issue of capital, disclosures in prospectus, corporate governance norms, audit matters, related
party transactions, introduction of a provision allowing the initiation of class action suits in India against companies by shareholders
or depositors, a restriction on investment by an Indian company through more than two layers of subsidiary investment companies
(subject to certain permitted exceptions), prohibitions on loans to directors and insider trading and restrictions on directors and key
managerial personnel from engaging in forward dealing. Further, companies meeting certain financial thresholds are also required
to constitute a committee of the board of directors for corporate social responsibility activities and ensure that at least 2% of the
average net profits of the company during three immediately preceding financial years are utilized for corporate social responsibility
activities. Penalties for instances of non-compliance have been prescribed under the Companies Act, 2013, which may result in inter
alia, our Company, Directors and key managerial employees being subject to such penalties and formal actions as prescribed under
the Companies Act, 2013, should we not be able to comply with the provisions of the New Companies Act within the prescribed
timelines, and this could also affect our reputation.
To ensure compliance with the requirements of the Companies Act, 2013 within the prescribed timelines, we may need to allocate
additional resources, which may increase our regulatory compliance costs and divert management attention. While we shall
endeavour to comply with the prescribed framework and procedures, we may not be in a position to do so in a timely manner.
The Companies Act, 2013 introduced certain additional requirements which do not have corresponding equivalents under the
Companies Act, 1956. Accordingly, we may face challenges in interpreting and complying with such provisions due to limited
jurisprudence on them. In the event, our interpretation of such provisions of the Companies Act, 2013 differs from, or contradicts with,
any judicial pronouncements or clarifications issued by the Government in the future, we may face regulatory actions or we may be
required to undertake remedial steps. Additionally, some of the provisions of the Companies Act, 2013 overlap with other existing
laws and regulations (such as the corporate governance norms and insider trading regulations). We may face difficulties in complying
with any such overlapping requirements. Any increase in our compliance requirements or in our compliance costs may have an
adverse effect on our business and results of operations. Environmental and safety regulations impose additional costs and may affect
our Company’s results of operations.
Our Suppliers are subject to various central, state and local environmental and safety laws, concerning issues such as harm caused
by air or waste water emission and the investigation and contamination. While we believe that our suppliers are currently in
compliance with all material respects with applicable environmental laws and regulations, additional costs and liabilities related to
compliance with these laws and regulations are an inherent part of their business. Further, while they currently intend to continue to
comply with applicable environmental legislation and regulatory requirements, any changes in the applicable laws and regulations
in the future may create substantial environmental compliance or remediation liabilities and costs, including monetary fines, criminal
penalties on our Suppliers for violation of applicable laws, or imposition of restrictions on our Suppliers operations (which may
include temporary suspension or closure of its operations). This may also increase our Company’s cost and affect our revenues in the
future.
55. Changing laws, rules and regulations and legal uncertainties, including adverse application of corporate and tax laws, may
adversely affect our business, financial condition, results of operations and prospects.
Our business and financial performance could be adversely affected by unfavourable changes in or interpretations of existing, or the
promulgation of new laws, rules and regulations applicable to us and our business. Please refer to “Key Industry Regulations and
Policies” on page no. 172 of this Red Herring Prospectus for details of the laws currently applicable to us. There can be no assurance
that the Government of India may not implement new regulations and policies which will require us to obtain approvals and licenses
from the Government of India and other regulatory bodies or impose onerous requirements and conditions on our operations. Any
such changes and the related uncertainties with respect to the applicability, interpretation and implementation of any amendment to,
or change to governing laws, regulation or policy in the jurisdictions in which we operate may have a material adverse effect on our
business, financial condition and results of operations. In addition, we may have to incur expenditures to comply with the
requirements of any new regulations, which may also materially harm our results of operations. Any unfavourable changes to the
laws and regulations applicable to us could also subject us to additional liabilities.
GST has been implemented with effect from July 1, 2017 and has replaced the indirect taxes on goods and services such as central
excise duty, service tax, central sales tax, state VAT and surcharge currently being collected by the central and state governments.
The GST is expected to increase tax incidence and administrative compliance. Given the limited availability of information in the
public domain concerning the GST, we are unable to provide any assurance as to the tax regime following implementation of the
46GST. The implementation of this new structure may be affected by any disagreement between certain state Governments, which
could create uncertainty. Any future amendments may affect our overall tax efficiency, and may result in significant additional taxes
becoming payable.
Further, the general anti avoidance rules (“GAAR”) provisions have been made effective from assessment year 2018-19 onwards, i.e.;
financial Year 2017-18 onwards and the same may get triggered once transactions are undertaken to avoid tax. The consequences
of the GAAR provisions being applied to an arrangement could result in denial of tax benefit amongst other consequences.
In the absence of any precedents on the subject, the application of these provisions is uncertain. The application of various Indian
tax laws, rules and regulations to our business, currently or in the future, is subject to interpretation by the applicable taxation
authorities. If such tax laws, rules and regulations are amended, new adverse laws, rules or regulations are adopted or current laws
are interpreted adversely to our interests, the results could increase our tax payments (prospectively or retrospectively) and/or
subject us to penalties. Further, changes in capital gains tax or tax on capital market transactions or sale of shares could affect
investor returns. As a result, any such changes or interpretations could have an adverse effect on our business and financial
performance.
56. Political instability or a change in economic liberalization and deregulation policies could seriously harm business and
economic conditions in India generally and our business in particular.
The Government of India has traditionally exercised and continues to exercise influence over many aspects of the economy. Our
business and the market price and liquidity of our Equity Shares may be affected by interest rates, changes in Government policy,
taxation, social and civil unrest and other political, economic or other developments in or affecting India. The rate of economic
liberalization could change, and specific laws and policies affecting the information technology sector, foreign investment and other
matters affecting investment in our securities could change as well. Any significant change in such liberalization and deregulation
policies could adversely affect business and economic conditions in India, generally, and our business, prospects, financial condition
and results of operations, in particular.
57. Civil disturbances, extremities of weather, regional conflicts and other political instability may have adverse effects on
our operations and financial performance
Certain events that are beyond our control such as earthquake, fire, floods and similar natural calamities in India or any region of
our trade may cause interruption in the business undertaken by us. Our operations and financial results and the market price and
liquidity of our equity shares may be affected by changes in Indian Government policy or taxation or social, ethnic, political,
economic or other adverse developments in or affecting India.
58. Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could adversely affect
the financial markets and our business.
Terrorist attacks and other acts of violence or war in any region of our trade may negatively affect the Indian markets on which our
Equity Shares will trade and also adversely affect the worldwide financial markets. These acts may also result in a loss of business
confidence, impede travel and other services and ultimately adversely affect our business. In addition, any deterioration in relations
between India and Pakistan might result in investor concern about stability in the region, which could adversely affect the price of
our Equity Shares.
India, Africa and Middle East are regions that have witnessed civil disturbances in recent years and it is possible that future civil
unrest as well as other\ adverse social, economic and political events in any such region could have a negative impact on the value of
business and eventually the price of our Equity Shares. Such incidents could also create a greater perception that investment in Indian
companies involves a higher degree of risk and could have an adverse impact on our business and the price of our Equity Shares.
59. Significant differences exist between Indian GAAP and other accounting principles, such as US GAAP and IFRS, which
may be material to investors’ assessments of Our Company's financial condition. Our failure to successfully adopt IFRS
may have an adverse effect on the price of our Equity Shares. The proposed adoption of IFRS could result in our financial
condition and results of operations appearing materially different than under Indian GAAP.
47Our financial statements, including the financial statements provided in this Red Herring Prospectus, are prepared in accordance
with Indian GAAP. We have not attempted to quantify the impact of IFRS or U.S. GAAP on the financial data included in this
Red Herring Prospectus, nor do we provide a reconciliation of our financial statements to those of U.S. GAAP or IFRS. U.S.
GAAP and IFRS differ in significant respects from Indian GAAP. Accordingly, the degree to which the Indian GAAP financial
statements included in this Red Herring Prospectus will provide meaningful information is entirely dependent on the reader's level
of familiarity with Indian accounting practices. Any reliance by persons not familiar with Indian accounting practices on the financial
disclosures presented in this Red Herring Prospectus should accordingly be limited.
India has decided to adopt the “Convergence of its existing standards with IFRS” and not the “International Financial Reporting
Standards” (“IFRS”), which was announced by the MCA, through the press note dated January 22, 2010. These “IFRS based/
synchronized Accounting Standards” are referred to in India as IND (AS). Public companies in India, including our Company, may
be required to prepare annual and interim financial statements under IND (AS). The MCA, through a press release dated February
25, 2011, announced that it will implement the converged accounting standards in a phased manner after various issues, including
tax related issues, are resolved. Further, MCA Notification dated February 16, 2015, has provided an exemption to the Companies
proposing to list their shares on the SME Exchange as per Chapter IX of the SEBI ICDR Regulations and hence the adoption of IND
(AS) by a SME exchange listed company is voluntary. Accordingly, we have made no attempt to quantify or identify the impact of
the differences between Indian GAAP and IFRS or to quantify the impact of the difference between Indian GAAP and IFRS as
applied to its financial statements. There can be no assurance that the adoption of IND-AS will not affect our reported results of
operations or financial condition. Any failure to successfully adopt IND-AS may have an adverse effect on the trading price of our
Equity Shares. Currently, it is not possible to quantify whether our financial results will vary significantly due to the convergence to
IND (AS), given that the accounting principles laid down in the IND (AS) are to be applied to transactions and balances carried in
books of accounts as on the date of the applicability of the converged standards (i.e., IND (AS)) and for future periods.
Moreover, if we volunteer for transition to IND (AS) reporting, the same may be hampered by increasing competition and increased
costs for the relatively small number of IND (AS)-experienced accounting personnel available as more Indian companies begin to
prepare IND (AS) financial statements. Any of these factors relating to the use of converged Indian Accounting Standards may
adversely affect our financial condition.
60. Any downgrading of India's debt rating by a domestic or international rating agency could adversely affect our
Company's business.
Any adverse revisions to India's credit ratings for domestic and international debt by domestic or international rating agencies may
adversely affect our Company's ability to raise additional financing, and the interest rates and other commercial terms at which such
additional financing is available. This could harm our Company's business and financial performance and ability to obtain financing
for capital expenditures.
61. Conditions in the Indian securities market and stock exchanges may affect the price and liquidity of our Equity Shares.
Indian stock exchanges, which are smaller and more volatile than stock markets in developed economies, have in the past, experienced
problems which have affected the prices and liquidity of listed securities of Indian companies. These problems include temporary
exchange closures to manage extreme market volatility, broker defaults, settlement delays and strikes by brokers. In addition, the
governing bodies of the Indian stock exchanges have from time-to-time restricted securities from trading, limited price movements
and restricted margin requirements. Further, disputes have occurred on occasion between listed companies and the Indian stock
exchanges and other regulatory bodies that, in some cases, have had a negative effect on market sentiment. If similar problems occur
in the future, the market price and liquidity of the Equity Shares could be adversely affected. Further, a closure of, or trading stoppage
on, either of the Stock Exchanges could adversely affect the trading price of our Equity Shares.
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48SECTION IV – INTRODUCTION
THE ISSUE
PRESENT ISSUE OF EQUITY SHARES BY OUR COMPANY IN TERMS OF THIS RED HERRING PROSPECTUS
Equity Shares offered through Public Issue* Issue of up to 33,00,000 Equity Shares of Face Value of ₹ 5/- each fully paid-up
of our Company.
Out of which:
Reserved for the Market Makers Up to 1,68,000 Equity Shares of Face Value of ₹ 5/- each for cash at a price of ₹
[●] per Equity Share aggregating to ₹ [●] Lakhs.
Net Issue to the Public Up to 31,32,000 Equity Shares of Face Value of ₹ 5/- each for cash at a price of
₹ [●] per Equity Share aggregating to ₹ [●] Lakhs.
Of which:
A. Allocation to Not more than 9,36,000 Equity Shares of Face Value of ₹ 5/- each at an Issue
Anchor Investors
Qualified Price of ₹ [●]/- per Equity Share each aggregating to ₹ [●] Lakhs.
Institutional Net Qualified Not more than 6,24,000 Equity Shares of Face Value of ₹ 5/- each at an Issue
Buyers Institutional Buyers Price of ₹ [●]/- per Equity Share each aggregating to ₹ [●] Lakhs.
B. Allocation to Non- Individual Investors Not less than 4,72,000 Equity Shares of Face Value of ₹ 5/- each at an Issue Price
of ₹ [●]/- per Equity Share each aggregating to ₹ [●] Lakhs.
C. Allocation to Individual Investors Not less than 11,00,000 Equity Shares of Face Value of ₹ 5/- each at an Issue
Price of ₹ [●]/- per Equity Share each aggregating to ₹ [●] Lakhs.
Pre and Post-Issue Equity Shares of our Company:
Equity Shares outstanding prior to the Issue 80,32,000 Equity Shares of Face Value of ₹ 5/- each
Equity Shares outstanding after the Issue 1,13,32,000 Equity Shares of Face Value of ₹ 5/- each
Please see the chapter titled “Objects of the Issue” on page no. 86 of this Red
Use of Net Proceeds
Herring Prospectus.
* Subject to finalization of the Basis of Allotment. Number of shares may need to be adjusted for lot size upon determination of issue price.
Notes:
1. The Issue is being made in terms of Chapter IX of the SEBI ICDR Regulations, 2018, as amended from time to time. This Issue is being made
by our company in terms of Regulation 229 (1) and 253 of SEBI ICDR Regulations read with Rule 19(2)(b)(i) of SCRR wherein not less than
25% of the post-issue paid up Equity Share capital of our company are being offered to the public for subscription.
2. The Issue has been authorized by the Board of Directors vide a resolution passed at its meeting held on 03.03.2025 and by the Shareholder
of our Company, vide a special resolution passed pursuant to Section 62(1)(c) of the Companies Act, 2013 at the Extra Ordinary General
Meeting held on 05.03.2025.
3. Our Company, in consultation with 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 be accordingly reduced for the Equity Shares allocated to Anchor Investors. Forty
per cent of the anchor investor portion, within the limits specified shall be reserved as under – (i) 33.33 per cent for domestic mutual funds;
and (ii) 6.67 per cent for life insurance companies and pension funds. Any under-subscription in the reserved category specified in clause
(ii) above may be allocated to domestic mutual funds, subject to valid Bids being received from domestic Mutual Funds at or above the
Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations 2018.
In case of under-subscription or non-Allotment in the Anchor Investor Portion, the remaining Equity Shares will be added back to the Net
QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the
remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders other than Anchor Investors,
including Mutual Funds, subject to valid Bids being received at or above the Issue Price. In the event of under- subscription, or non-allocation
in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion.
4. The SEBI ICDR Regulations permit the issue of securities to the public through the Book Building Process, which states that, not less than
15% of the Net Issue shall be available for allocation on a proportionate basis to Non- Institutional Bidders and not less than 35% of the
Net Issue shall be available for allocation on a proportionate basis to Individual Bidders and not more than 50% of the Net Issue shall be
allotted on a proportionate basis to QIBs, subject to valid Bids being received at or above the Issue Price.
5. Subject to valid Bids being received at or above the Issue Price, undersubscription, if any, in any category, except in the QIB Portion, would
be allowed to be met with spill-over from any other category or combination of categories of Bidders at the discretion of our Company in
consultation with the Book Running Lead Manager and the Designated Stock Exchange, subject to applicable laws.
For further details, please refer section titled “Issue Procedure” on page no 327 of this Red Herring Prospectus.
49SUMMARY OF FINANCIAL INFORMATION
ANNEXURE I - RESTATED FINANCIAL STATEMENTS OF ASSETS AND LIABILITIES
(Amount in Lakhs)
As at As at As at As at
Particulars Note
30.09.2025 31.03.2025 31.03.2024 31.03.2023
I EQUITY AND LIABILITIES
1. Shareholders’ funds
(a) Share Capital I.1 401.60 401.60 401.60 401.60
(b) Reserves and surplus I.2 907.63 558.05 130.65 45.33
(c) Money received against share warrants - - - -
Sub Total Shareholder's Funds 1,309.23 959.65 532.25 446.93
2. Non-current liabilities
(a) Long-term borrowings I.3 909.92 305.73 162.57 50.41
(b) Net Deferred tax liabilities - - - -
(d) Other Long-term liabilities I.4 251.09 225.99 194.35 187.01
(e) Long-term provisions I.5 115.13 99.31 81.81 73.61
Sub Total Non-Current Liabilities 1,276.14 631.03 438.73 311.03
3. Current liabilities
(a) Short-term borrowings I.6 1,634.34 884.45 448.75 531.05
(b) Trade payables I.7
i) Due to MSME 1,164.53 1,166.66 547.98 459.33
ii) Due to others 360.63 135.74 99.69 104.26
(c) Other current liabilities I.8 229.37 762.11 821.03 666.20
(d) Short-term provisions I.9 282.13 260.18 179.13 141.61
Sub Total Current Liabilities 3,671.00 3,209.14 2,096.57 1,902.45
TOTAL 6,256.33 4,799.81 3,067.53 2,660.40
II. ASSETS
1. Non-current assets
(a) Property Plant & Equipment and
I.10
Intangible Assets
(i) Property Plant & Equipment 742.73 351.62 143.54 111.32
(ii) Intangible Assets 8.95 10.31 - -
(iii) Capital work-in-progress - 256.90 164.82 11.22
(iv) Intangible assets under development - - - -
(b) Non-Current Investments I.11 - - - -
(c) Deferred Tax Assets (Net) I.12 55.99 48.70 42.28 37.02
(d) Long-term loans and advances - - - -
(e) Other Non-Current Assets I.13 8.86 14.70 13.02 12.49
Sub Total Non-Current Assets 816.52 682.24 363.65 172.05
2. Current assets
(a) Current Investments - - - -
(b) Inventories I.14 2,618.85 1,977.19 1,495.48 1,541.52
(c) Trade receivables I.15 2,362.87 1,300.94 884.01 738.90
(d) Cash and cash equivalents I.16 287.04 405.85 66.96 58.26
(e) Short-term loans and advances I.17 171.04 433.58 257.43 149.67
(f) Other Current Assets - - - -
Sub- Total Current Assets 5,439.80 4,117.56 2,703.88 2,488.35
TOTAL 6,256.33 4,799.81 3,067.53 2,660.40
50Note: Note: The above statement should be read with the Significant Accounting Policies and Notes on Financial Statements
appearing in Annexure IV & V respectively.
As per our report of even date attached
For S K S V M & CO For and on the behalf of the Board of Directors of
Chartered Accountants Unisem Agritech Limited
Firm Registration No: 002045S
Sd/- Sd/- Sd/-
____________________ _________________________ _______ _______________
CA Shivakumara G V Dharanendra Halappa Gouda Venkataramana
Ramalingam
Chartered Accountant Whole-Time Director Chief Financial Officer
M. No: 232286 DIN: 07602434 PAN: ACBPV9961C
UDIN: 25232286BMJPBG1255
Place: Bengaluru
Date: 20.11.2025
Sd/- Sd/-
_______ __________________ _____________________
Honnebagi Nagappa Devakumar Bobby Seth
Managing Director and Chairman Compliance Officer and
Company Secretary
DIN: 07586484 PAN: EFHPS6148B
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51ANNEXURE II - RESTATED FINANCIAL STATEMENTS OF PROFIT AND LOSS
(Amount in Lakhs)
As at For the year ended
Particulars Note
30.09.2025 31.03.2025 31.03.2024 31.03.2023
I Revenue from operations II.1 5,133.79 6,907.75 6,113.88 4,691.15
II Other Income II.2 0.66 - 2.14 0.11
III Total Income (I+II) 5,134.45 6,907.75 6,116.02 4,691.26
Expenses:
(a) Cost of materials consumed II.3 2,602.29 3,020.39 2,192.84 1,525.20
(b) Changes in inventories of finished goods and
II.4 (588.39) (455.78) 51.94 76.78
work-in- Progress
(c) Employee benefits expense II.5 567.70 1,026.57 1,083.70 859.99
(d) Finance costs II.6 83.32 71.12 72.39 73.15
(e) Depreciation and amortisation expense I.10 47.70 69.63 36.32 33.95
(f) Other expenses II.7 1,958.90 2,604.21 2,380.68 1,938.66
IV Total expenses 4,671.42 6,336.15 5,817.87 4,507.72
Profit /(Loss) before tax and Exceptional Items
V 463.03 571.61 298.15 183.54
(III-IV)
VI Exceptional Items - - - -
VII Profit /(Loss) before extraordinary items (V-VI) 466.94 571.61 298.15 183.54
VIII Extraordinary items - - - -
IX Profit /(Loss) before tax (VII-VIII) 463.03 571.61 298.15 183.54
X Tax expense: - -
(a) Current tax IX 120.74 150.63 88.08 55.33
(b) Deferred tax (7.28) (6.43) (5.26) (3.94)
Total Tax Expenses 113.45 144.20 82.83 51.39
Profit (Loss) for the period from continuing
XI 349.58 427.41 215.32 132.15
operations (IX-X)
XII Profit/(loss) from discontinuing operations - - - -
XIII Tax expense of discontinuing operations - - - -
Profit/(loss) from Discontinuing operations
XIV - - - -
(after tax) (XII-XIII)
XV Profit (Loss) after tax for the period (XI + XIV) 349.58 427.41 215.32 132.15
XVI Earnings per share (face value of ₹ 5/- each): II.8
(a) Basic (in ₹) 4.35 5.32 2.68 1.65
(b) Diluted (in ₹) 4.35 5.32 2.68 1.65
Note: The above statement should be read with the Significant Accounting Policies and Notes on Financial Statements appearing
in Annexure IV & V respectively.
As per our report of even date attached
For S K S V M & CO For and on the behalf of the Board of Directors of
Chartered Accountants Unisem Agritech Limited
Firm Registration No: 002045S
Sd/- Sd/- Sd/-
____________________ _________________________ _______ _______________
CA Shivakumara G V Dharanendra Halappa Gouda Venkataramana Ramalingam
Chartered Accountant Whole-Time Director Chief Financial Officer
M. No: 232286 DIN: 07602434 PAN: ACBPV9961C
UDIN: 25232286BMJPBG1255
Place: Bengaluru
Date: 20.11.2025
Sd/- Sd/-
_______ __________________ _____________________
Honnebagi Nagappa Devakumar Bobby Seth
52Managing Director and Chairman Compliance Officer and
Company Secretary
DIN: 07586484 PAN: EFHPS6148B
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53ANNEXURE III- CASH FLOW STATEMENT, AS RESTATED
(Amount in Lakhs)
As at For the year Ended
Particulars
30.09.2025 31.03.2025 31.03.2024 31.03.2023
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before Extraordinary items 463.03 571.61 298.15 183.54
Adjustment For:
(a) Depreciation and Amortization 47.70 69.63 36.32 33.95
(b) Interest Charges 79.63 68.78 70.34 51.71
(c) (Gain)/Loss on Sale of Assets - - (2.01) -
Operating Profit before Working Capital Changes 590.35 710.01 402.79 269.20
Adjustment For:
(a) (Increase)/Decrease in Inventories (641.66) (481.71) 46.04 94.15
(b) (Increase)/Decrease in Trade Receivables (1,061.93) (416.93) (145.11) (120.82)
(c) (Increase)/Decrease in Loans & Advances 292.54 (68.15) (31.99) (1.50)
(d) Increase /(Decrease) in Trade Payables 222.76 654.74 84.08 (120.59)
(e) Increase/(Decrease) in Other current Liabilities (532.73) (58.92) 154.83 70.28
(f) Increase/(Decrease) in short term provisions (98.79) (69.57) (50.57) (43.01)
(g) Increase/(Decrease) in long term provisions 15.81 17.50 8.20 2.91
(h) Increase/(Decrease) in Other non-current liabilities 25.10 31.64 7.34 24.59
(i) (Increase)/Decrease in Other non-current assets 5.84 (1.68) (0.53) -
CASH GENERATED FROM OPERATIONS (1,182.70) 316.92 475.08 175.20
Less: Direct Taxes paid (30.00) (108.00) (75.77) (53.57)
CASH FLOW BEFORE EXTRAORDINARY ITEMS (1,212.70) 208.92 399.31 121.63
NET CASH USED IN/ GENERATED FROM
(1,212.70) 208.92 399.31 121.63
OPERATING ACTIVITIES (A)
- -
B. CASH FLOW FROM INVESTING ACTIVITIES -
Fixed Assets Purchased (Net) (180.55) (380.10) (224.07) (16.08)
Fixed Assets Sold during the year (Net) - - 3.93 -
NET CASH USED IN/ GENERATED FROM
(180.55) (380.10) (220.12) (16.08)
INVESTING ACTIVITIES (B)
C. CASH FLOW FROM FINANCING ACTIVITIES
Net Proceeds from Long Term Borrowings 604.19 143.15 112.16 (34.38)
Net Proceeds from Short Term Borrowings 749.88 435.70 (82.31) 173.76
Issue of Share Capital (Bonus Issue) - - -
Dividend Paid - - (130.00) (150.00)
Interest Paid (79.63) (68.78) (70.34) (51.71)
NET CASH USED IN/ GENERATED FROM
1274.44 510.07 (170.49) (62.33)
FINANCING ACTIVITIES (C)
-
NET INCREASE IN CASH & CASH EQUIVALENTS
(118.80) 338.89 8.70 43.22
(A)+(B)+ (C)
Opening Balance – Cash & Cash Equivalent 405.85 66.96 58.26 15.04
Closing Balance – Cash & Cash Equivalent 287.04 405.85 66.96 58.26
Note: The above statement should be read with the Significant Accounting Policies and Notes on Financial Statements appearing
in Annexure IV & V respectively.
As per our report of even date attached
For S K S V M & CO For and on the behalf of the Board of Directors of
Chartered Accountants Unisem Agritech Limited
54Firm Registration No: 002045S
Sd/ Sd/ Sd/
____________________ _________________________ _______ _______________
CA Shivakumara G V Dharanendra Halappa Gouda Venkataramana
Ramalingam
Chartered Accountant Whole-Time Director Chief Financial Officer
M.No: 232286 DIN: 07602434 PAN: ACBPV9961C
UDIN: 25232286BMJPBG1255
Place: Bengaluru
Date: 20.11.2025
Sd/ Sd/
_______ __________________ _____________________
Honnebagi Nagappa Devakumar Bobby Seth
Managing Director and Chairman Compliance Officer and
Company Secretary
DIN: 07586484 PAN: EFHPS6148B
(The remainder of this page has been intentionally left blank)
55GENERAL INFORMATION
The company, originally named M/s ‘Unisem Agritech Private Limited’ at Ranebennur, Karnataka was incorporated as a private
limited company under the Companies Act, 2013, vide Corporate Identification Number (CIN) U01100KA2016PTC096390
pursuant to a certificate of incorporation dated 09.09.2016, issued by the Registrar of Companies, Central Registration Centre. In
2025, our Company was converted into a public limited company pursuant to a special resolution passed in the extraordinary general
meeting of the Shareholders held on 11.02.2025, and a fresh certificate of incorporation was issued in the name of ‘Unisem Agritech
Limited’ dated 01.03.2025 vide Corporate Identification Number (CIN) U01100KA2016PLC096390 by the Registrar of
Companies, Central Registration Centre.
For details of Business, Incorporation, change of name and Registered Office of our Company, please refer to chapter titled
“Business Overview” and “History and Corporate Structure” on page no. 119 and 180 of this Red Herring Prospectus.
REGISTERED OFFICE OF OUR COMPANY
Unisem Agritech Limited
Address: RS No. 11B/2A/4, Magoda Village, Near KSRTC Bus Depot, Ranebennur, Haveri, Ranebennur, Karnataka, India, 581115
Tel: +91 9741077783
Email: Info@unisem.in
Website: https://unisem.in/
CIN: U01100KA2016PLC096390
CORPORATE OFFICE OF OUR COMPANY
Unisem Agritech Limited
Address: #29. New # 2, 7th Main, 21st Cross, CHBCS Layout, Vijayanagar, Bangalore-560040
Tel: +91 9741077783
Email: Info@unisem.in
Website: https://unisem.in
CIN: U01100KA2016PLC096390
REGISTRAR OF COMPANIES
Registrar of Companies, Karnataka
Address: Registrar of Companies, 'E' Wing, 2nd Floor, Kendriya Sadana, Kormangala, Banglore-560034, Karnataka.
Contact No: 080-25633105
Fax No: NA
Website: www.mca.gov.in
Email: roc.bangalore@mca.gov.in
BOARD OF DIRECTORS OF OUR COMPANY
The following table sets out details regarding our Board as on the date of this Red Herring Prospectus:
Sr. Name of
DIN Address Designation
No. Director
1. H. N. 07586484 Sri Nidhi Eshwar Nagar 2nd Stage 4th Cross Near Ayyappaswamy Chairman and
Devakumar Temple, Ranibennur, Haveri, Karnatka - 581115 Managing
Director
2. Dharanendra 07602434 # 278, Gowri Sadana 1st Main, 3rd Cross Umashankara Nagar Whole Time
H. Gouda Ranebennur Town Ranebennur, Haveri, Karnatka - 581115 Director
3. Anil K. N. 08279621 410, 9th Cross, R H C S Layout Near Annapoorneshwari Temple, Whole Time
Annapoorneshwari Nagar, Bangalore, North Bangalore, Karnatka- Director
560091
4. Balappa 10894606 #82 Anugraha, 3rd Main 7th Cross, Near Raghavendra Swamy Mata Non-Executive
Basappa Kengeri Satellite Town, Bangalore South, Kengeri, Bangalore, Director
Madalageri Bangalore South, Karnataka- 560060
5. G S 10895577 #272 Haridwama, 4th Main 2nd Cross Umashankar Nagar, Independent
Ramachandra Ranebennur, Haveri, Karnataka- 581115 Director
56Sr. Name of
DIN Address Designation
No. Director
6. Suma 10894605 # 870/2, Vinayaka Nagar 1st Main 1st Cross, Ranibennur, Ranebbenur, Independent
Nagesh Haveri, Karnataka- 581115 Director
Uppin
For further details of our directors, please refer to the chapter titled “Our Management” on page no. 184 of this Red Herring
Prospectus.
COMPANY SECRETARY & COMPLIANCE OFFICER
Bobby Seth
Unisem Agritech Limited
Address: RS No. 11B/2A/4, Magoda Village, Near KSRTC Bus Depot, Ranebennur, Haveri, Ranebennur, Karnataka, India, 581115
Tel: +91 9141031113
Email: compliance.officer@unisem.in
INVESTOR GRIEVANCES
Investors can contact the Company Secretary and Compliance Officer, the Book Running lead manager or the Registrar to
the Issue in case of any pre-issue or post-issue related problems, such as non-receipt of letters of Allotment, non-credit of
allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders and non-receipt of funds by
electronic mode.
All Issue related grievances, may be addressed to the Registrar to the Issue with a copy to the relevant Designated Intermediary to
whom the Application Form was submitted. The Applicant should give full details such as name of the sole or first Applicant,
Application Form number, Applicant’s DP ID, Client ID, UPI ID, PAN, date of submission of the Application Form, address of the
Applicant, number of Equity Shares applied for, the name and address of the Designated Intermediary where the Application Form
was submitted by the Applicant and ASBA Account number (for Applicants other than RIIs using the UPI Mechanism) in which
the amount equivalent to the Application Amount was blocked or the UPI ID in case of RIIs using the UPI Mechanism.
Further, the Applicant shall also enclose a copy of the Acknowledgment Slip or provide the acknowledgement number received
from the Designated Intermediaries in addition to the information mentioned hereinabove. All grievances relating to Applications
submitted through Registered Brokers may be addressed to the Stock Exchange with a copy to the Registrar to the Issue. The
Registrar to the Issue shall obtain the required information from the SCSBs for addressing any clarifications or grievances of ASBA
Applicants.
DESIGNATED STOCK EXCHANGE
BSE Limited
Address: 25th Floor, P.J. Towers, Dalal Street, Fort, Mumbai - 400 001.
Website: www.bsesme.com
CHIEF FINANCIAL OFFICER
Ramalingam Venkataramana
Unisem Agritech Limited
Address: RS No. 11B/2A/4, Magoda Village, Near KSRTC Bus Depot, Ranebennur, Haveri, Ranebennur, Karnataka, India, 581115
Tel: +91 9741077783
Email: Info@unisem.in
CHIEF EXECUTIVE OFFICER
B H Devasinghnaik
Unisem Agritech Limited
Address: RS No. 11B/2A/4, Magoda Village, Near KSRTC Bus Depot, Ranebennur, Haveri, Ranebennur, Karnataka, India, 581115
Tel: +91 9741077783
Email: Info@unisem.in
57STATUTORY AUDITOR AND PEER REVIEWED AUDITOR
S K S V M & Co.
Address: #116/1 (43), Kumar Square, 3rd Floor, 7th Main Rd, 5th Block, Jayanagar, Bengaluru, Karnataka 560041
Email: Weassist@sksvm.com, shivugv@sksvm.com
Contact Person: CA Shivakumara G V
Firm Registration No: 002045S
Membership No: 232286
Peer Review No. 016058
Peer review certificate dated December 15, 2023 issued by the Institute of Chartered Accountants of India.
BOOK RUNNING LEAD MANAGER
Getfive Advisors Private Limited
Address: 502, Abhishree Avenue, Nehru Nagar, Manekbag, Ahmedabad, Gujarat – 380015
Tel: +91 79907 29901
Email: investor.grievance@getfive.in
Investor Grievance Email: investor.grievance@getfive.in
Website: www.getfive.in
Contact Person: Aman Jain
SEBI Registration No: INM000013147
REGISTRAR TO THE ISSUE
KFin Technologies Limited
Address: Selenium Tower-B, Plot 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad – 500 032,
Telangana
CIN: L72400TG2017PLC117649
Tel: +91 40 6716 2222
Email: unisem.ipo@kfintech.com
Investor Grievance email: einward.ris@kfintech.com
Website: www.kfintech.com
Contact Person: M Murali Krishna
SEBI Registration No: INR000000221
LEGAL ADVISOR TO THE ISSUE
Zenith India Lawyers
Address: D-49, First Floor, Sushant Lok III Extension, Sector 57, Gurugram, Haryana 122003
Tel: +91 9899016169
E-mail: raj@zilawyers.com
Contact Person: Raj Rani Bhalla
Website: www.zilawyers.com
BANKER TO THE COMPANY
Federal Bank Limited
Address: The Zonal Office, #9, Halcyon Complex, St. Mark’s Road, Bangalore - 560001
Tel: +91 7349400739
Email: shreyass@federalbank.co.in
Website: www.federalbank.co.in
Contact Person: Shreyas S
BANKER TO THE ISSUE AND REFUND BANKER AND SPONSOR BANK
Name: Axis Bank Limited
58Address: Axis Bank SBR WESTPORT BRANCH Ground & First Floor Westport, Near Taj Hotel, Sindhu Bhavan Road, Shilaj,
Ahmedabad, Gujarat-380059
Tel. No.: +91 9825609062
Email: SBRWESTPORT.Branchhead@axisbank.com
Contact Person: MR. ADARSH NAIR
Website: www.axisbank.com
DESIGNATED INTERMEDIARIES
SELF-CERTIFIED SYNDICATE BANKS (“SCSBs”)
The list of SCSBs notified by SEBI for the ASBA process is available at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes on the SEBI website, or at such other website as may be
prescribed by SEBI from time to time. A list of the Designated Branches of the SCSBs with which an ASBA Applicant (other than
an UPI Applicants using the UPI mechanism), not applying through Syndicate/Sub Syndicate or through a Registered Broker, may
submit the ASBA Forms is available at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 on the
SEBI website, and at such other websites as may be prescribed by SEBI from time to time. Further, the branches of the SCSBs where
the Designated Intermediaries could submit the ASBA Form(s) of Applicants (other than UPI Applicants) 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.
REGISTERED BROKERS
Bidders can submit Bid cum Application Forms in the Issue using the stock brokers network of the Stock Exchanges, i.e., through
the Registered Brokers at the Broker Centers. The list of the Registered Brokers, including details such as postal address, telephone
number and e-mail address, is provided on the website of the SEBI (www.sebi.gov.in) and updated from time to time. For details on
Registered Brokers, please refer https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes.
SCSBS ELIGIBLE AS ISSUER BANKS FOR UPI MECHANISM 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 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 Applicants using the UPI mechanism may only apply through the SCSBs and mobile applications (apps) using the UPI
handles whose name appears on the SEBI website. A list of SCSBs and mobile application, which, are live for applying in public
issues using UPI mechanism is provided as Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July
26, 2019. A list of SCSBs and mobile applications, which are live for applying public issues using UPI mechanism is available on
the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 and
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43, respectively and 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 Applicants (other than Applications by Anchor Investors and IIs) 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
Application Forms from the members of the Syndicate is available on the website of the SEBI
(http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35) and which may be updated from time to
time or any such other website as may be prescribed by SEBI from time to time. For more information on such branches collecting
Application Forms from the Syndicate at Specified Locations, see the website of the SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35 or any such other website as may be
prescribed by SEBI from time to time.
REGISTRAR TO THE ISSUE AND SHARE TRANSFER AGENTS (“RTA”)
In terms of SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, the list of the RTAs eligible to accept
Applications forms at the Designated RTA Locations, including details such as address, telephone number and e-mail address, are
59provided on the website of the SEBI (www.sebi.gov.in), and updated from time to time. For details on RTA, please refer
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes.
INVESTORS BANKS OR ISSUER BANKS FOR UPI
The list of Self Certified Syndicate Banks that have been notified by SEBI to act as Investors Bank or Issuer Bank for UPI mechanism
are provide on the website of SEBI on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yesandintmId=40
. For details on Designated Branches of SCSBs collecting the Application Forms, please refer to the above-mentioned SEBI link.
COLLECTING DEPOSITORY PARTICIPANTS (CDPS)
The list of the CDPs eligible to accept Bid cum Application Forms at the Designated CDP Locations, including details such as name
and contact details, are provided on the website of Stock Exchange. The list of branches of the SCSBs named by the respective
SCSBs to receive deposits of the Bid cum Application Forms from the Designated Intermediaries will be available on the website of
the SEBI (www.sebi.gov.in) on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time
to time.
INTER-SE ALLOCATION OF RESPONSIBILITIES
Getfive Advisors Private Limited is the sole Book Running lead manager to this Issue, a statement of inter-se allocation of
responsibilities among Book Running lead managers is not applicable.
CREDIT RATING
This being an issue of Equity Shares, credit rating is not required.
IPO GRADING
Since the Issue is being made in terms of Chapter IX of the SEBI ICDR Regulations, 2018, there is no requirement of appointing an
IPO Grading agency.
DEBENTURE TRUSTEES
As this is an issue of Equity Shares, the appointment of debenture trustees is not required.
MONITORING AGENCY
Since our Issue size does not exceed ₹ 50.00 Crore, we are not required to appoint monitoring agency for monitoring the utilization
of Net Proceeds in accordance with Regulation 262(1) of SEBI ICDR Regulations. However, as per Section 177 of the Companies
Act, 2013, the Audit Committee of our Company, would be monitoring the utilization of the proceeds of the Issue and as per
regulation 262(5) of SEBI ICDR Regulations 2018, we shall submit a certificate of the statutory auditor for utilization of money
raised through the public issue to exchange while filing the quarterly financial results, till the issue proceeds are fully utilized.
FILING OF THE RED HERRING PROSPECTUS/PROSPECTUS
The Red Herring Prospectus is being filed with BSE through the BSE Listing portal at https://listing.bseindia.com/home.htm and
will also be filed with BSE at the following address.
BSE SME
BSE Limited
25th Floor, Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai – 400 001,
Maharashtra, India
Tel No: 022 – 2272 1233/34
Website: www.bseindia.com
The Red Herring Prospectus filed with BSE will be made public for comments, if any, for a period of at least twenty-one days from
the date of filing this Red Herring Prospectus, by hosting it on our Company’s website, BSE SME’s website and Book Running lead
manager’s website.
60Our Company shall, within two working days of filing this Red Herring Prospectus with BSE SME Exchange, make a public
announcement in all editions of an English national daily newspaper, all editions of a Hindi national daily newspaper and all editions
of a regional daily newspaper (Kannada being the regional language of Karnataka, where our Registered Office is located), disclosing
the fact of filing of this Red Herring Prospectus with BSE SME and inviting the public to provide their comments to the BSE SME
Exchange, our Company or the Book Running Lead Manager in respect of the disclosures made in this Red Herring Prospectus.
Neither the Draft offer document shall be filed with SEBI, nor SEBI shall issue any observation on the Offer Document in terms of
Regulation 246(2) of SEBI (ICDR) Regulations, 2018. Pursuant to Regulation 246(5) of SEBI (ICDR) Regulations, 2018 and SEBI
Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a copy of Offer document will be filed online
through SEBI Intermediary Portal at https://siportal.sebi.gov.in/.
A copy of the Red Herring Prospectus, along with the material contracts and documents required shall be filed under Section 32 of
the Companies Act, 2013 shall be filed to the RoC through the electronic portal at http://www.mca.gov.in and a copy of the
Prospectus shall filed under Section 26 of the Companies Act, 2013 shall be filed to the RoC through the electronic portal at
http://www.mca.gov.in.
BOOK BUILDING PROCESS
Book Building, with reference to the Issue, refers to the process of collection of Bids on the basis of the Red Herring Prospectus
within the Price Band. The Price Band shall be determined by our Company in consultation with the Book Running Lead Manager
in accordance with the Book Building Process and advertised in all editions of the Business Standard English national newspaper,
all editions of Business Standard Hindi national newspaper and Kannada editions of UDAYKALA (a widely circulated Kannada
daily newspaper, Kannada being the regional language of Karnataka, where our registered office is located) at least two working
days prior to the Bid/ Issue Opening date. The Issue Price shall be determined by our Company in consultation with the Book
Running Lead Manager in accordance with the Book Building Process after the Bid/Issue Closing Date.
Principal parties involved in the Book Building Process are –
1. Our Company;
2. The Book Running Lead Manager, in this case being Getfive Advisors Private Limited;
3. The Syndicate Member(s) who are intermediaries registered with SEBI/ registered as brokers with BSE Limited and eligible
to act as Underwriters. The Syndicate Member(s) will be appointed by the Book Running Lead Manager;
4. The Registrar to the Issue, in this case being KFIN Technologies Limited.
5. The Escrow Collection Banks/ Bankers to the Issue and
6. The Designated Intermediaries and Sponsor bank
The SEBI ICDR Regulations have permitted the Issue of securities to the public through the Book Building Process, wherein
allocation to the public shall be made as per Regulation 253 of the SEBI ICDR Regulations.
The Issue is being made through the Book Building Process wherein 50% of the Net Issue shall be available for allocation on a
proportionate basis to QIBs, provided that 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 “Anchor Investor Portion”), out
of which Forty per cent of the anchor investor portion, within the limits specified shall be reserved as under –
(i) 33.33 per cent for
(ii) 6.67 per cent for life insurance companies and pension funds, subject to valid Bids being received from domestic
Mutual Funds at or above the Anchor Investor Allocation Price.
5% of the QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder of the QIB
Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids
being received at or above the Issue Price. Further, The SEBI ICDR Regulation, 2018 read along with SEBI ICDR (Amendment)
Regulations, 2025, not less than 35% of the Net Issue shall be available for allocation to Individual Investors who applies for
minimum application size. Not less than 15% of the Net Issue shall be available for allocation to Non-Institutional Investors of which
one-third of the Non-Institutional Portion will be available for allocation to Bidders with an application size of more than two lots
and up to such lots as equivalent to not more than ₹ 10.00 Lakhs and two-thirds of the Non-Institutional Portion will be available for
61allocation to Bidders with an application size of more than ₹ 10.00 Lakhs 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. Subject to the
availability of Equity Shares in the Non – Institutional investors category, the allotment to each Non-Institutional Investors shall not
be less than the minimum application size in Non-Institutional Category and the remaining available Equity Shares, if any, shall be
allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI (ICDR)
(Amendment) Regulations, 2025.
All potential Bidders may participate in the Issue through an ASBA process by providing details of their respective bank account
which will be blocked by the SCSBs. All Bidders are mandatorily required to utilize the ASBA process to participate in the Issue.
Under-subscription if any, in any category, except in the QIB Category, would be allowed to be met with spill over from any other
category or a combination of categories at the discretion of our Company in consultation with the BRLM and the Designated Stock
Exchange.
All Bidders, other than Anchor Investors are mandatorily required to use the ASBA process by providing the details of their
respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs or, in the case of UPI Bidders, by
using the UPI Mechanism. Anchor Investors are not permitted to participate in the Issue through the ASBA process.
In accordance with the SEBI ICDR Regulations, QIB and Non-Institutional Bidders are not allowed to withdraw or lower the size
of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Anchor Investors are not allowed to
revise and withdraw their Bids after the Anchor Investor Bidding Date. Individual Investors can revise their Bids during the Bid/
Issue Period and withdraw their Bids until the Bid/ Issue Closing Date.
Subject to valid Bids being received at or above the Issue Price, allocation to all categories in the Net Issue, shall be made on a
proportionate basis, except for Individual Investors Portion where allotment to each Individual Investor shall not be less than the
minimum bid lot, subject to availability of Equity Shares in Individual Investors Portion, and the remaining available Equity Shares,
if any, shall be allotted on a proportionate basis. Under subscription, if any, in any category, would be allowed to be met with spill
– over from any other category or a combination of categories at the discretion of our Company in consultation with the Book
Running Lead Manager and the Stock Exchange. However, under subscription, if any, in the QIB Portion will not be allowed to be
met with spill over from other categories or a combination of categories.
In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018, all the investors applying in a public Issue shall use only Application Supported by
Blocked Amount (ASBA) process for application providing details of the bank account which will be blocked by the Self Certified
Syndicate Banks (SCSBs) for the same. Further, pursuant to SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated
November 01, 2018, Individual Investors applying in public Issue may use either Application Supported by Blocked Amount
(ASBA) facility for making application or also can use UPI as a payment mechanism with Application Supported by Blocked
Amount for making application. For details in this regards, specific attention is invited to the chapter titled “Issue Procedure” on
page 327 of this Red Herring Prospectus.
The process of Book Building under the SEBI ICDR Regulations is subject to change from time to time and the investors are advised
to make their own judgment about investment through this process prior to making a Bid or application in the Issue.
For further details on the method and procedure for Bidding, please see section entitled “Issue Procedure” on page 327 of this Red
Herring Prospectus.
Illustration of the Book Building and Price Discovery Process:
Bidders should note that this example is solely for illustrative purposes and is not specific to the Issue. Bidders can bid at any price
within the Price Band. For instance, assume a Price Band of ₹20 to ₹ 24 per share, Issue size of 3,000 Equity Shares and receipt of
five Bids from Bidders, details of which are shown in the table below. The illustrative book given below shows the demand for the
Equity Shares of the Issuer at various prices and is collated from Bids received from various investors.
62Bid Quantity Bid Amount Cumulative Quantity Subscription
500 24 500 16.67%
1000 23 1500 50.00%
1500 22 3000 100.00%
2000 21 5000 166.67%
2500 20 7500 250.00%
The price discovery is a function of demand at various prices. The highest price at which the Issuer is able to Issue the desired
number of Equity Shares is the price at which the book cuts off, i.e., ₹ 22.00 in the above example. The Company in consultation
with the BRLM, may finalise the Issue Price at or below such Cut-Off Price, i.e., at or below ₹ 22.00. All Bids at or above this Issue
Price and cut-off Bids are valid Bids and are considered for allocation in the respective categories.
Steps to be taken by the Bidders for Bidding:
1. Check eligibility for making a Bid (see section titled “Issue Procedure” on page 327 of this Red Herring Prospectus);
2. Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid cum Application
Form;
3. Ensure correctness of your PAN, DP ID and Client ID mentioned in the Bid cum Application Form. Based on these
parameters, the Registrar to the Issue will obtain the Demographic Details of the Bidders from the Depositories.
4. Except for Bids on behalf of the Central or State Government officials, residents of Sikkim and the officials appointed by the
courts, who may be exempt from specifying their PAN for transacting in the securities market, for Bids of all values ensure
that you have mentioned your PAN allotted under the Income Tax Act in the Bid cum Application Form. The exemption for
Central or State Governments and officials appointed by the courts and for investors residing in Sikkim is subject to the
Depositary Participant’s verification of the veracity of such claims of the investors by collecting sufficient documentary
evidence in support of their claims.
5. Ensure that the Bid cum Application Form is duly completed as per instructions given in this Red Herring Prospectus and in
the Bid cum Application Form;
Bid/Issue Program:
Event Indicative Dates
Anchor Investor Portion Offer Opens/ Close 09.12.2025
Bid/ Issue Opening Date 10.12.2025
Bid/ Issue Closing Date 12.12.2025
Finalization of Basis of Allotment with the Designated Stock Exchange 15.12.2025
Initiation of Allotment/ Refunds/ Unblocking of Funds from ASBA Account or UPI ID linked bank account 16.12.2025
Credit of Equity Shares to Demat accounts of Allottees 16.12.2025
Commencementof trading of the Equity Shares on the stock Exchange 17.12.2025
Our Company may, in consultation with the Book Running Lead Manager, consider participation by Anchor Investors in accordance
with the SEBI ICDR Regulations. The Anchor Investor Bid/Issue Period shall be one Working Day prior to the Bid/ Issue Opening
Date.
The above timetable is indicative and does not constitute any obligation on our Company or the Book Running Lead Manager.
Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the commencement
of trading of the Equity Shares on the Stock Exchange are taken within 3 Working Days of the Bid/ Issue Closing Date, the timetable
may change due to various factors, such as extension of the Bid/ Issue Period by our Company, revision of the Price Band or any
delays in receiving the final listing and trading approval from the Stock Exchange. The Commencement of trading of the Equity
Shares will be entirely at the discretion of the Stock Exchange and in accordance with the applicable laws.
63Bid/ Issue Period (Except the Bid/ Issue Closing Date)
Only between 10.00 a.m. and 5.00 p.m. (Indian Standard
Submission and revision of Bids
Time (“IST”)
Bid/ Issue Closing Date
Submission of Electronic Applications (Online ASBA through 3-
in-1 accounts) – For Individual Investors, other than QIBs and Only between 10.00 a.m. and up to 5.00 p.m. IST
Non-Institutional Investors
Submission of Electronic Applications (Bank ASBA through
Online channels like Internet Banking, Mobile Banking and Only between 10.00 a.m. and up to 4.00 p.m. IST
Syndicate UPI ASBA applications)
Submission of Electronic Applications (Syndicate Non-Retail,
Only between 10.00 a.m. and up to 3.00 p.m. IST
Non-Individual Applications)
Submission of Physical Applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST
Submission of Physical Applications (Syndicate Non-Retail, Non-
Only between 10.00 a.m. and up to 12.00 p.m. IST
Individual Applications of QIBs and Non-Institutional Investors
Modification/ Revision/ Cancellation of Bids
Upward Revision of Bids by QIBs and Non-Institutional Investors Only between 10.00 a.m. on the Bid/Issue Opening Date
categories# and up to 4.00 p.m. IST on Bid/Issue Closing Date
Upward or downward revision of Bids or cancellation of Bids by Only between 10.00 a.m. and up to 5.00 p.m. IST on Bid/
Individual Investors Issue Closing Date
On the Bid/ Issue Closing Date, the Bids shall be uploaded until:
1. 4:00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and
2. until 5.00 p.m. IST or such extended time as permitted by the Stock Exchange, in case of Bids by Individual Investors.
The time for applying for Individual Investors on Bid/ Issue Closing Date maybe extended in consultation with the Book Running
Lead Manager, RTA and NSE taking into account the total number of applications received up to the closure of timings.
The above timetable is indicative and does not constitute any obligation on our Company or the Book Running Lead Manager.
Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the commencement
of trading of the Equity Shares on the Stock Exchange are taken within 3 Working Days of the Bid/ Issue Closing Date, the timetable
may change due to various factors, such as extension of the Bid/ Issue Period by our Company, revision of the Price Band or any
delays in receiving the final listing and trading approval from the Stock Exchange. The Commencement of trading of the Equity
Shares will be entirely at the discretion of the Stock Exchange and in accordance with the applicable laws.
Due to the limitation of time available for uploading the Bid Cum Application Forms on the Bid/ Issue Closing Date, Bidders are
advised to submit their applications one (1) day prior to the Bid/ Issue Closing Date and, in any case, not later than 3.00 p.m. (IST)
on the Bid/ Issue Closing Date. Any time mentioned in this Red Herring Prospectus is IST. Bidders are cautioned that, in the event
a large number of Bid Cum Application Forms are received on the Bid/ Issue Closing Date, as is typically experienced in public
Issue, some Bid Cum Application Forms may not get uploaded due to the lack of sufficient time. Such Bid Cum Application Forms
that cannot be uploaded will not be considered for allocation under this Issue. Applications will be accepted only on Working Days,
i.e., Monday to Friday (excluding any public holidays). Neither our Company nor the Book Running Lead Manager is liable for any
failure in uploading the Bid Cum Application Forms due to faults in any software/ hardware system or otherwise.
In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid Cum Application
Form, for a particular Applicant, the details as per the file received from Stock Exchange may be taken as the final data for the
purpose of Allotment. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or
electronic Bid Cum Application Form, for a particular ASBA Applicant, the Registrar to the Issue shall ask the relevant SCSBs/
RTAs/ DPs/ stock brokers, as the case may be, for the rectified data.
64UNDERWRITER
Our Company and Book Running Lead Manager to the Issue hereby confirm that the Issue is 100% Underwritten. The underwriting
agreement is dated 20.11.2025 and pursuant to the terms of the underwriting agreement; obligations of the underwriter is subject to
certain conditions specified therein. The underwriter has indicated their intention to underwrite following number of specified
securities being offered through this Issue.
% of the
Email Address and Indicative Number of
Name and Address of Amount Underwritten Total Issue
Telephone number of the Equity Shares to be
the Underwriters (Rupees in Lakhs) size
Underwriter Underwritten*
Underwritten
Getfive Advisors Tel: +91 79907 29901
Private Limited Email:
Address: 502, complaince.officer@getfive.in
Abhishree Avenue, Investor Grievance Email: Up to 33,00,000 [●] 100.00
Nehru Nagar, investor.grievance@getfive.in
Manekbag, Ahmedabad,
Gujarat – 380015
Total Up to 33,00,000 [●] 100.00
*Includes 1,68,000 Equity shares of the Market Maker Reservation Portion which are to be subscribed by the Market Maker in order
to claim compliance with the requirements of Regulation 261 of the SEBI ICDR Regulations, 2018, as amended.
As per Regulation 260(2) of SEBI ICDR Regulations, 2018, the Book Running Lead Manager has agreed to underwrite to a minimum
extent of 15% of the Issue out of its own account. In the opinion of the Board of Directors (based on certificate given by the
Underwriters, the resources of the above-mentioned Underwriters are sufficient to enable them to discharge their respective
underwriting obligations in full. The above-mentioned Underwriters are registered with SEBI under Section 12(1) of the SEBI Act
or registered as broker with the Stock Exchange.
In the opinion of the Board of Directors of the Company, the resources of the above-mentioned underwriters are sufficient to enable
them to discharge their respective underwriting obligations in full.
CHANGE IN STATUTORY AUDITORS DURING THE LAST THREE YEARS
Except as stated below, there have been no changes in our Company’s auditors in the last three years:
Details of Statutory Auditor Date of Reason of Change
Change
Channabasavanna & Co.
Chartered Accountants
Address: #737A/2, First Floor, ‘Sri Krishna Complex’,
Mahila Samaja Road, Davangere -577002.
30.09.2022 Re-Appointment
E-mail: basufca@gmail.com
Contact Person: CA Channabasavanna
Firm Registration No: 010580S
Membership No: 218353
Channabasavanna & Co.
Chartered Accountants
Address: #737A/2, First Floor, ‘Sri Krishna Complex’,
Mahila Samaja Road, Davangere -577002. The absence of a peer review certificate
22.12.2024
E-mail: basufca@gmail.com led to a casual vacancy in the position.
Contact Person: CA Channabasavanna
Firm Registration No: 010580S
Membership No: 218353
S K S V M & Co.
Chartered Accountants Casual Vacancy filled by an Auditor
03.01.2025
Address: #116/1 (43), Kumar Square, 3rd Floor, 7th Main Rd, holding a valid peer review certificate.
5th Block, Jayanagar, Bengaluru, Karnataka 560041
65Email: Weassist@sksvm.com, shivugv@sksvm.com
Contact Person: CA Shivakumara G V
Firm Registration No: 002045S
Membership No: 232286
Peer Review No. 016058
GREEN SHOE OPTION
No Green Shoe Option is applicable for this Issue.
APPRAISAL AGENCY
None of the Objects have been appraised by any bank or financial institution or any other independent third-party organization. The
funding requirements of our Company and the deployment of the proceeds of the Issue are currently based on available quotations
and management estimates. The funding requirements of our Company are dependent on a number of factors which may not be in
the control of our management, including but not limited to variations in interest rate structures, changes in our financial condition
and current commercial conditions of our Business and are subject to change in light of changes in external circumstances or in our
financial condition, business or strategy.
EXPERT OPINION
Except as stated below, our Company has not obtained any expert opinions:
1- Our Company has received a written consent from Peer Reviewed Auditor namely, S K S V M & Co., Chartered Accountants
to include their name in respect of report on restated financial statements for the financial year ended March 31, 2023, 2024 and
2025 and for the stub period ended on September 30, 2025 and the Statement of Possible Tax Benefits dated 20.11.2025 issued
by them as included in this Red Herring Prospectus, as required under section 26(1)(a)(v) of the Companies Act, 2013 in this
Red Herring Prospectus and as “Expert” as defined under section 2(38) of the Companies Act, 2013 and such consent has not
been withdrawn as on the date of this Red Herring Prospectus. However, the term “expert” shall not be construed to mean an
“expert” as defined under the U.S. Securities Act.
2- Our Company has received a written consent, from M V BHAT, CS M V BHAT, the Practicing Company Secretary, having the
membership number F12261, to include their name as required under Section 26(5) of the Companies Act, 2013 read with SEBI
ICDR Regulations in this Red Herring Prospectus as an “expert” as defined under Section 2(38) of Companies Act, 2013, in
respect of certificates issued by them in their capacity as the independent practicing company secretary to our Company, and
such consent has not been withdrawn as on the date of this Red Herring Prospectus. However, the term “expert” shall not be
construed to mean an “expert” as defined under the U.S. Securities Act.
3- Our Company has received a written consent, from Rajul Garg, GARG & ASSOCIATES, the Charter Engineer, having the
membership number M-1707846, to include their name as required under Section 26(5) of the Companies Act, 2013 read with
SEBI ICDR Regulations in this Red Herring Prospectus as an “expert” as defined under Section 2(38) of Companies Act, 2013,
in respect of certificates issued by them in their capacity as the independent charter engineer to our Company, and such consent
has not been withdrawn as on the date of this Red Herring Prospectus. However, the term “expert” shall not be construed to
mean an “expert” as defined under the U.S. Securities Act.
ISSUE PROGRAMME
An indicative timetable in respect of the Issue is set out below:
Event Indicative Date
Issue Opening Date 10.12.2025
Issue Closing Date 12.12.2025
Finalization of Basis of Allotment with the Designated Stock Exchange 15.12.2025
Initiation of Refunds 16.12.2025
Credit of Equity Shares to Demat Accounts of Allottees 16.12.2025
Commencement of trading of the equity shares on stock exchange 17.12.2025
66The above timetable is indicative and does not constitute any obligation on our Company and the Book Running Lead Manager.
Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the commencement
of trading of the Equity Shares on the Stock Exchange are taken within 3 Working Days of the Issue Closing Date, the timetable
may change due to various factors, such as extension of the Issue Period by our Company, or any delays in receiving the final listing
and trading approval from the Stock Exchange. The Commencement of trading of the Equity Shares will be entirely at the discretion
of the Stock Exchange and in accordance with the applicable laws.
Applications and any revision to the same shall be accepted only between 10.00 A.M. and 5.00 P.M. (IST) during the Issue Period
(except for the Issue Closing Date). On the Issue Closing Date, the Applications and any revision to the same shall be accepted
between 10.00 A.M. and 3.00 P.M. (IST) or such extended time as permitted by the Stock Exchanges, in case of Applications by
Individual Investor who applies for minimum application size after taking into account the total number of applications received up
to the closure of timings and reported by the Book Running Lead Manager to the Stock Exchanges. It is clarified that Applications
not uploaded on the electronic system would be rejected. Applications will be accepted only on Working Days, i.e., Monday to
Friday (excluding any public holiday).
Due to limitation of time available for uploading the Applications on the Issue Closing Date, the Applicants are advised to submit
their applications one day prior to the Issue Closing Date and, in any case, no later than 3.00 P.M. (IST) on the Issue Closing Date.
All times mentioned in this Red Herring Prospectus are Indian Standard Times. Applicants are cautioned that in the event a large
number of Applications are received on the Issue Closing Date, as is typically experienced in public offerings, some Applications
may not get uploaded due to lack of sufficient time. Such Applications that cannot be uploaded will not be considered for allocation
under the Issue. Applications will be accepted only on Business Days. Neither our Company, nor the Book Running Lead Manager
is liable for any failure in uploading the Applications due to faults in any software/hardware system or otherwise.
In accordance with the SEBI Regulations, QIBs and Non-Institutional Applicants are not allowed to withdraw or lower the size of
their applications (in terms of the quantity of the Equity Shares or the Applications Amount) at any stage. Individual Investor who
applies for minimum application size can revise or withdraw their Applications prior to the Issue Closing Date. Except Allocation
to Individual Investors who applies for minimum application size, Allocation in the Issue will be on a proportionate basis.
In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or the electronic
Application Form, for a particular Applicant, the details as per the file received from the Stock Exchange may be taken as the final
data for the purpose of Allotment. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the
physical or electronic Application Form, for a particular ASBA Applicant, the Registrar to the Issue shall ask the relevant SCSB or
the member of the Syndicate for rectified data.
WITHDRAWAL OF THE ISSUE
Our Company and in consultation with the Book Running Lead Manager, reserves the right not to proceed with the Issue at any time
after the Issue Opening Date but before the Board meeting for Allotment.
In such an event our Company would Issue a public notice in the newspapers, in which the pre- Issue advertisements were published,
within two days of the Issue Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding
with the Issue. The Book Running Lead Manager, through the Registrar to the Issue, shall notify the SCSBs to unblock the bank
accounts of the ASBA Applicants within one day of receipt of such notification. Our Company shall also promptly inform the Stock
Exchange on which the Equity Shares were proposed to be listed. Notwithstanding the foregoing, the Issue is also subject to obtaining
the final listing and trading approvals of the Stock Exchange, which our Company shall apply for after Allotment.
If our Company withdraws the Issue after the Issue Closing Date and thereafter determines that it will proceed with an IPO, our
Company shall be required to file a fresh Draft Red Herring Prospectus.
Notwithstanding the foregoing, the Issue is subject to obtaining (i) the final listing and trading approvals of the Stock Exchange with
respect to the Equity Shares Issued through the Prospectus, which our Company will apply for only after Allotment; and (ii) the final
RoC approval of the Prospectus.
DETAILS OF THE MARKET MAKING ARRANGEMENT
Our Company and the Book Running Lead Manager have entered into an agreement dated 24.11.2025, with the following Market
Maker, duly registered with National Stock Exchange of India Limited/ BSE Limited to fulfil the obligations of Market Making.
67Name SMC Global Securities Limited
CIN L74899DL1994PLC63609
Registered Address 11/6B, Shanti Chambers, Pusa Road, New Delhi - 110005
Corporate Address A-401/402 Lotus Corporate Park Off Western Express Highway, Jai Coach Signal,
Goregaon (East) Mumbai – 400063, Maharashtra, India.
Tel No. +91 22-66481898
Email Id surekhajoshi@smcindiaonline.com / vipulhalani@smcindiaonline.com
Website www.smctradeonline.com
Contact Person Surekha Joshi, General Manager / Vipul Halani, Dealer
SEBI Reg. No. INZ0001999438
The Market Maker shall fulfil the applicable obligations and conditions as specified in the SEBI ICDR Regulations, 2018, as
amended from time to time and the circulars issued by BSE Limited and SEBI in this matter from time to time.
Following is a summary of the key details pertaining to the Market Making arrangement:
I. The Market Maker shall provide eligible 2-way quotes for 75% of the market time for each trading session of the normal
market from the date of listing of the equity shares. The same shall be monitored by the BSE. Further, the Market Maker
shall inform BSE in advance for each and every black out period when the quotes are not being issued by the Market Maker.
II. The prices quoted by Market Maker shall be in compliance with the Market Maker Spread Requirements and other
particulars as specified or as per the requirements of BSE and SEBI from time to time.
III. The minimum depth of the quote shall be ₹1,00,000 or as prescribed in SEBI regulations. However, the investors with
holdings of value less than ₹1,00,000 shall be allowed to issue their holding to the Market Maker in that scrip provided that
they sell their entire holding in that scrip in two lot along with a declaration to the effect to the selling broker. Based on the
IPO price of ₹ [●]/- per equity share, the minimum lot size is [●] Equity Shares, thus minimum depth of the quote shall be
₹ [●] until the same would be revised by BSE.
IV. After first three (3) months of the market making period, the Market Maker would be exempted to provide quote if the
Equity Shares of the Market Maker in our company reaches to 25% of the issue size (including [●] Equity Shares ought to
be allotted under this Issue). Any Equity Shares allotted to Market Maker under this Issue over and above [●] Equity Shares
would not be taken into consideration of computing the threshold of 25% of the issue size. As soon as the Equity Shares of
the Market Maker in our Company reduces to 24%, the Market Maker will resume providing 2-way quotes.
V. There shall be no exemption/threshold on downside. However, in the event the Market Maker exhausts its inventory through
market making process, BSE may intimate the same to SEBI after due verification.
VI. On the first day of the listing, there will be a pre-opening session (call auction) for a duration of 60 minutes i.e. from 9:00
a.m. to 10:00 a.m., out of which 45 minutes shall be allowed for order entry, order modification and order cancellation, 10
minutes for order matching and trade confirmation and the remaining 5 minutes shall be the buffer period to facilitate the
transition from pre-open session to the normal trading session. The circuits will apply from the first day of the listing on the
discovered price during the pre-open call auction. The equity shares of the company would remain in Trade for Trade
segment for 10 days from the date of listing of Equity shares on stock exchange.
VII. There will be special circumstances under which the Market Maker may be allowed to withdraw temporarily/fully from the
market for instance due to system problems, any other problems. All controllable reasons require prior approval from the
Exchange, while force-majeure will be applicable for non-controllable reasons. The decision of the Exchange for deciding
controllable and non- controllable reasons would be final.
VIII. The Inventory Management and Buying/Selling Quotations and its mechanism shall be as per the relevant circulars issued
by SEBI and BSE from time to time.
IX. Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker, for the quotes given by
them.
68X. There would not be more than 5 (Five) Market Makers for the company’s Equity Shares at any point of time and the Market
Makers may compete with other Market Makers for better quotes to the investors. At this stage, SMC Global Securities
Limited is acting as the sole Market Maker.
XI. The shares of the company will be traded in continuous trading session from the time and day the company gets listed on
SME platform of BSE and market maker will remain present as per the guidelines mentioned under BSE and SEBI circulars.
XII. There will be special circumstances under which the Market Maker may be allowed to withdraw temporarily/fully from the
market for instance due to system problems, any other problems. All controllable reasons require prior approval from BSE,
while no prior approval for non-controllable reasons. The decision of the BSE for deciding controllable and noncontrollable
reasons would be final.
XIII. The Market Maker shall have the right to terminate said arrangement by giving one month notice or on mutually acceptable
terms to the Book Running Lead Manager, who shall then be responsible to appoint a new Market Maker.
XIV. In case of termination of the abovementioned Market Making Agreement prior to the completion of the compulsory Market
Making period, it shall be the responsibility of the Company to arrange for another Market Maker(s) in replacement during
the term of the notice period being served by the Market Maker but prior to the date of releasing the existing Market Maker
from its duties in order to ensure compliance with the requirements of Regulation 261 of the SEBI ICDR Regulations.
Further, the Company reserve the right to appoint other Market Maker(s) either as a replacement of the current Market
Maker or as an additional Market Maker subject to the total number of Designated Market Makers does not exceed 5 (five)
or as specified by the relevant laws and regulations applicable at that particular point of time.
XV. Risk containment measures and monitoring for Market Maker: BSE SME will have all margins which are applicable
on the Main Board viz., Mark-to-Market, Value-At-Risk (VAR) Margin, Extreme Loss Margin, Special Margins and Base
Minimum Capital etc. BSE can impose any other margins as deemed necessary from time-to-time.
XVI. Punitive Action in case of default by Market Maker: BSE SME will monitor the obligations on a real time basis and
punitive action will be initiated for any exceptions and/ or non-compliances. Penalties/ fines may be imposed by the
Exchange on the Market Maker, in case he is not able to provide the desired liquidity in a particular security as per the
specified guidelines. These penalties/ fines will be set by the Exchange from time to time. The Exchange will impose a
penalty on the Market Maker in case he is not present in the market (issuing two-way quotes) for at least 75% of the time.
The nature of the penalty will be monetary as well as suspension in market making activities/ trading membership. The
Department of Surveillance and Supervision of the Exchange would decide and publish the penalties/ fines/ suspension for
any type of misconduct/ manipulation/ other irregularities by the Market Maker from time to time.
XVII. Price Band and Spreads: SEBI Circular bearing reference no: CIR/MRD/DP/ 02/2012 dated January 20, 2012, has laid
down that for Issue size up to ₹ 250 Crores, the applicable price bands for the first day shall be:
• In case equilibrium price is discovered in the Call Auction, the price band in the normal trading session shall be 5% of
the equilibrium price.
• In case equilibrium price is not discovered in the Call Auction, the price band in the normal trading session shall be 5%
of the Issue price.
Additionally, the trading shall take place in TFT segment for first 10 days from commencement of trading. The price band shall
be 20% and the Market Maker Spread (difference between the sell and the buy quote) shall be within 10% or as intimated by
Exchange from time to time.
XVIII. The following spread will be applicable on the SME Exchange Platform:
Sr. No. Market Price Slab (in ₹) Proposed spread (in % to sale price)
1 Up to 50 9
2 50 to 75 8
3 75 to 100 7
4 Above 100 6
69XIX. Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the upper side for market
makers during market making process has been made applicable, based on the issue size, and as follows:
Issue Size Buy quote exemption threshold Re-entry threshold for buy quote
(Including mandatory initial inventory (Including mandatory initial inventory
of 5% of the issue size) of 5% of the issue size)
Up to ₹20 Crore 25% 24%
₹ 20 to ₹50 Crore 20% 19%
₹ 50 to ₹80 Crore 15% 14%
Above ₹ 80 Crore 12% 11%
XX. The Market Making arrangement, trading and other related aspects including all those specified above shall be subject to
the applicable provisions of law and/ or norms issued by SEBI/ BSE from time to time.
XXI. All the above-mentioned conditions and systems regarding the Market Making Arrangement are subject to change based on
changes or additional regulations and guidelines from SEBI and Stock Exchange from time to time.
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70CAPITAL STRUCTURE
The Equity Share capital of our Company, as on date of this Red Herring Prospectus and after giving effect to the Issue is set forth
below:
(Amount ₹ in lakhs except Equity shares)
Aggregate Aggregate Value
Particulars
Nominal value at Issue Price
A. Authorised Share Capital
2,40,00,000 Equity Shares of face value of ₹ 5/- each 1200.00
B. Issued, Subscribed and paid-up Share Capital before the Issue
80,32,000 Equity Shares of face value of ₹ 5/- each 401.60 [●]
C. Present Issue in terms of this Red Herring Prospectus*
Fresh Issue of Up to 33,00,000 equity shares of face value of ₹ 5/- each at a price of ₹ 165.00 [●]
[●] per Equity Share aggregating up to ₹ [●] lakhs
Which comprises:
Market maker reservation portion – up to 1,68,000 equity shares of face value of ₹ 5/- 8.40 [●]
each at a price of ₹ [●] per Equity Share aggregating up to ₹ [●] lakhs
Net Issue to Public of up to 31,32,000 Equity Shares of face value of ₹ 5/- each at a price 156.60 [●]
of ₹ [●] per Equity Share aggregating up to ₹ [●] lakhs
Net Issue to Public consists #
Not more than 9,36,000 Equity Shares of ₹ 5/- each at an Issue 46.80 [●]
Anchor Investors Price of ₹ [●]/- per Equity Share will be available for allocation
to Anchor Investors
Net Qualified Not more than 6,24,000 Equity Shares of ₹ 5/- each at an Issue 31.20 [●]
Institutional Buyers Price of ₹ [●]/- per Equity Share each aggregating to ₹ [●] Lakhs.
Allocation to Non- Individual Investors:
At least 4,72,000 Equity Shares of ₹ 5/- each at an Issue Price of ₹ [●]/- per Equity Share 23.60 [●]
will be available for allocation to Non-Institutional Investors
Allocation to Individual Investors:
At least 11,00,000 Equity Shares of ₹ 5/- each at an Issue Price of ₹ [●]/- per Equity Share 55.00 [●]
will be available for allocation to Individual Investors
D. Issued, Subscribed and Paid-Up Share Capital after the Issue
Up to 1,13,32,000 Equity Shares of face value of ₹ 5/- each 566.60
E. Securities Premium Account
Before the Issue 0.00
After the Issue [●]
*The Issue has been authorized by the Board of Directors of our Company vide a resolution passed at its meeting held on 03.03.2025
and by the shareholders of our Company vide special resolution passed at Extra Ordinary General meeting held on 05.03.2025
pursuant to Section 62(1)(c) of Companies Act, 2013.
#Allocation to all categories shall be made on a proportionate basis subject to valid Applications received. Under subscription, if
any, in any of the categories, would be allowed to be met with spill-over from any of the other categories or a combination of
categories at the discretion of our Company in consultation with the Book Running Lead Manager and Designated Stock Exchange.
Such inter-se spill over, if any, would be affected in accordance with applicable laws, rules, regulations and guidelines.
Classes of Shares: The Company has only one class of share capital i.e. Equity Shares of face value of ₹ 5/- each only. All Equity
Shares issued are fully paid-up. Our Company has no outstanding convertible instruments as on the date of this Red Herring
Prospectus.
NOTES TO THE CAPITAL STRUCTURE
1. Details of changes in Authorized Share Capital:
Since incorporation of our Company, the authorized share capital of our Company has been altered in the manner set forth below:
71Sr. Authorized Date of
AGM/
No. Particulars of change Share Capital Shareholder’s
EGM
(₹) Approval
1. Inc orporated with an authorized share capital of ₹ 10,00,000 comprising Initial
of 1,00,000 Equity Shares of face value ₹10.00/- each. 10,00,000 N.A. subscription
to the MOA
2. Th e authorized share capital increased from ₹ 10,00,000 comprising of
1,00,000 Equity Shares of face value of ₹ 10.00/- each to ₹ 5,00,00,000 5,00,00,000 02.04.2018 EGM
comprising of 50,00,000 Equity Shares of face value of ₹ 10.00/- each
3. Th e authorized share capital increased from ₹ 5,00,00,000 comprising of
50,00,000 Equity Shares of face value of ₹ 10.00/- each to ₹ 12,00,00,000 12,00,00,000 03.01.2025 EGM
comprising of 1,20,00,000 Equity Shares of face value of ₹ 10.00/- each
4. Th e authorized share capital changed from ₹ 12,00,00,000 comprising of
1,20,00,000 Equity Shares of face value of ₹ 10.00/- each to ₹
12,00,00,000 11.02.2025 EGM
12,00,00,000 comprising of 2,40,00,000 Equity Shares of face value of
₹ 5.00/- each
2. History of Equity Share Capital of our Company
Date of Face Cumulative Cumulative
No. of Equity Issue Nature of
allotment/ fully value Nature of allotment no. of Equity Paid-up capital
Shares allotted price (₹) consideration
paid up (₹) Shares (₹)
Subscription to the
On Incorporation 10,000 (1) 10 10 Cash 10,000 1,00,000
MOA
Purchase of Unisem
Consideration
04.07.2018 25,00,000 (2) 10 10 Agritech (Partnership 25,10,000 2,51,00,000
other than cash
Firm)
Consideration Bonus Issue in the
09.03.2023 15,06,000 (3) 10 N.A. 40,16,000 4,01,60,000
other than cash ratio of (3:5)
Pursuant to a resolution passed by our Board dated February 8, 2025, and a resolution passed by our Shareholders at an EGM on
February 11, 2025, the existing equity shares of face value of ₹10/- each were sub-divided into equity shares of face value of ₹5/-
each (“Equity Shares”). Accordingly, the issued, subscribed and paid-up equity share capital of our Company, comprising of
40,16,000 equity shares of face value of ₹10/- each was sub-divided into 80,32,000 issued, subscribed and paid-up Equity Shares
face value ₹5/- each. (4)
Notes to the Capital Structure:
(1) Initial Subscribers to Memorandum of Association subscribed 10,000 Equity Shares of face value of ₹ 10 each fully paid at par
as per the details given below:
Sr. No. Name of Allotees No. of Shares Subscribed
1. H N Devakumar 2,400
2. B H Devasinghnaik 2,400
3. Dharanendra H Gouda 400
4. Ramalingam Venkataramana 2,400
5. Ramachandara Sreenivasarao Nidimamidi 2,400
Total 10,000
(2) Allotment of 25,00,000 Equity Shares of face value of ₹ 10 each fully paid up and aggregating upto ₹ 2,50,00,000 for the purchase
of the business of Unisem Agritech (Partnership Firm):
Sr. No Name of Allotees No. of Shares Allotted
1. H N Devakumar 6,00,000
2. B H Devasinghnaik 6,00,000
723. Dharanendra H Gouda 1,00,000
4. Ramalingam Venkataramana 6,00,000
5. Anil K N 6,00,000
Total 25,00,000
(3) Bonus Issue in the ratio of 3 equity shares for every 5 equity shares held by the existing shareholders of the Company, aggregating
to 15,06,000 Equity Shares of face value of ₹ 10 each, on 09.03.2023 as per the details given below:
Sr. No Name of Allotees No. of Shares Allotted
1. H N Devakumar 3,61,440
2. B H Devasinghnaik 3,61,440
3. Dharanendra H Gouda 60,240
4. Ramalingam Venkataramana 3,61,440
5. Anil K N 3,61,440
Total 15,06,000
(4) Sub-division of 40,16,000 Equity Shares of face value of ₹ 10 each to face value of ₹5 each fully paid up and aggregating upto
80,32,000 Equity Shares, as mentioned below:
Sr. No Name of Allotees No. of Shares
1. H N Devakumar 9,63,816
2. B H Devasinghnaik 9,63,816
3. Dharanendra H Gouda 1,60,636
4. Ramalingam Venkataramana 9,63,816
5. Anil K N 9,63,816
6. Shivakumar S Hiremath 50
7. Kavita S Davanageri 50
Total 40,16,000
3. Issue of Equity Shares for consideration other than cash or out of revaluation reserves and through Bonus Issue
Except as mentioned below, our Company has not issued any Equity Shares for consideration other than cash, at any point of
time since Incorporation:
Sr. Date of Number of Face Value No. of Benefits accrued to
Issue Price (₹) Reasons for allotment
No allotment equity shares (₹) allotees our Company
Acquisition of
Purchase of Unisem Agritech
1. 04.07.2018 25,00,000 10 10 5(1) Business to increase
(Partnership Firm)
operational capacity
2. 09.03.2023 15,06,000 10 N.A. Bonus Issue in the Ratio of 3:5 5(2) NIL
List of Allotees:
(1) Allotment of 25,00,000 Equity Shares of face value of ₹ 10 each fully paid up and aggregating upto ₹ 2,50,00,000 for the purchase
of the business of Unisem Agritech (Partnership Firm):
Sr. No Name of Allotees No. of Shares Allotted
1. H N Devakumar 6,00,000
2. B H Devasinghnaik 6,00,000
3. Dharanendra H Gouda 1,00,000
4. Ramalingam Venkataramana 6,00,000
5. Anil K N 6,00,000
Total 25,00,000
(2) Bonus Issue in the ratio of 3 equity shares for every 5 equity shares held by the existing shareholders of the Company, aggregating
to 15,06,000 Equity Shares of face value of ₹ 10 each, on 09.03.2023 as per the details given below:
Sr. No Name of Allotees No. of Shares Allotted
1. H N Devakumar 3,61,440
732. B H Devasinghnaik 3,61,440
3. Dharanendra H Gouda 60,240
4. Ramalingam Venkataramana 3,61,440
5. Anil K N 3,61,440
Total 15,06,000
4. As on the date of this Red Herring Prospectus, our Company has not allotted any Equity Shares pursuant to any scheme approved
under sections 391-394 of the Companies Act, 1956 or sections 230-234 of the Companies Act, 2013.
5. Our Company has not issued any shares pursuant to an Employee Stock Option Scheme/ Employee Stock Purchase Scheme
6. Our Company has not revalued its assets since incorporation and have not issued any Equity Shares (including bonus shares) by
capitalizing any revaluation reserves.
7. We have not issued any shares/specified securities at price lower than the Issue Price within last one year from the date of this
Red Herring Prospectus.
8. History of Preference Share Capital of our Company
Our Company have not issued any preference share capital till the date of this Red Herring Prospectus.
9. Our Shareholding Pattern
The table below presents the shareholding pattern of our company as per regulation 31 of the SEBI (LODR) Regulations, 2015:
I. Summary of shareholding pattern as on the date of this Red Herring Prospectus:
Promoters and
Sr. Public Non-Promoter/
Particular Yes/ No Promoter
No. Shareholder Non-Public
Group
1. Whether the Company has issued any partly paid-up shares? No No No No
2. Whether the Company has issued any Convertible Securities? No No No No
3. Whether the Company has issued any Warrants? No No No No
Whether the Company has any shares against which
4. No No No No
depository receipts are issued?
5. Whether the Company has any shares in locked-in? * No No No No
Whether any shares held by promoters are pledge or otherwise
6. No No No No
encumbered?
Whether company has equity shares with differential voting
7. No No No No
rights?
Whether the listed entity has any significant beneficial
8. No No No No
owner?
*All Pre-IPO Equity Shares of our Company shall be locked-in prior to listing of shares on SME Platform of BSE and consent by
the shareholders respectively.
As on the date of filing of this Red Herring Prospectus 1 Equity Share holds 1 vote. All Pre-IPO Equity Shares of our Company will
be locked in as mentioned above prior to listing of Equity Shares as on [●].
Note: PAN of shareholders will be provided to the Stock Exchange by our Company prior to listing of its Equity Shares on the Stock
Exchange. Our Company will file the shareholding pattern of our Company, in the form prescribed under Regulation 31 of the SEBI
Listing Regulations, one day prior to the listing of the Equity shares. The Shareholding pattern will be uploaded on the website of
Unisem Agritech Limited before commencement of trading of such Equity Shares. In terms of SEBI Listing Regulations, our
Company shall ensure that the Equity Shares held by the Promoters/ members of the Promoter Group shall be dematerialized prior
to listing of Equity shares.
II. Shareholding/ Summary Statement showing holding of Equity Shares:
74Shareholding Number of
Shareholdi
Number of Voting No. of , as a % Number of Shares
ng as a %
No. of No. of Rights held in each Shares assuming full Locked in pledged or
of total no.
No. of Partly shares class of securities Underlying conversion of shares otherwise
of shares
fully paid paid- underlyi Total nos. Outstandin convertible encumbered Number of equity
Category of Nos. of (calculated
Category up equity up ng shares g securities (as shares held in
Shareholder shareholder as per
shares equity Deposito held convertible a percentage As a % As a % dematerial ized form
SCRR, No of Total as No
held shares ry securities of diluted of total of total
1957) As a Voting a % of . No.(a)
held Receipts (including share capital) Shares Shares
% of Rights (A+B+C) (a)
Warrants) As a % of held(b) held(b)
(A+B+C2)
(A+B+C2)
VII = IV +
I II III IV V VI VIII IX X XI = VII + X XII XIII XIV
V+ VI
A Promoter and
Promoter 5 80,31,800 - - 80,31,800 99.997% 80,31,800 - 80,31,800 99.997% - - - - 80,31,800
Group
B Public 2 200 - - 200 0.003% 200 - 200 0.003% - - - - 200
C Non-
Promoter- - - - - - - - - - - - - - - -
Non-Public
1 Shares
underlying - - - - - - - - - - - - - - -
DRs
2 Shares held
by Employee - - - - - - - - - - - - - - -
Trusts
Total 7 80,32,000 80,32,000 100% 80,32,000 80,32,000 100% 80,32,000
75III. The list of the shareholders of the company holding 1% or more of the paid-up share capital aggregating to 80% or more of the
paid-up share capital of the company:
a. as on the date of this Red Herring Prospectus:
% of the total Pre-Issue Paid-up
Sr. No. Name of Shareholders Number of Equity Shares#
Share Capital*
1. H N Devakumar 19,27,632 23.999%
2. B H Devasinghnaik 19,27,632 23.999%
3. D haranendra H Gouda 3,21,272 3.999%
4. R amalingam Venkataramana 19,27,632 23.999%
5. A nil K N 19,27,632 23.999%
Total 80,31,800 99.997%
*Round off
# The Company has not issued any convertible instruments like warrants, debentures etc. since its Incorporation and there are no
outstanding convertible instruments as on date of this Red Herring Prospectus.
b. Ten days prior to the date of this Red Herring Prospectus:
% of the total Pre-Issue Paid-up Share
Sr. No. Name of Shareholders Number of Equity Shares#
Capital*
1. H N Devakumar 19,27,632 23.999%
2. B H Devasinghnaik 19,27,632 23.999%
3. D haranendra H Gouda 3,21,272 3.999%
4. R amalingam Venkataramana 19,27,632 23.999%
5. A nil K N 19,27,632 23.999%
Total 80,31,800 99.997%
*Round off
# The Company has not issued any convertible instruments like warrants, debentures etc. since its Incorporation and there are no
outstanding convertible instruments as on date of this Red Herring Prospectus.
c. One year prior to the date of this Red Herring Prospectus:
% of the total Pre-Issue Paid-up
Sr. No. Name of Shareholders Number of Equity Shares#
Share Capital
1. H N Devakumar 9,63,840 24.00%
2. B H Devasinghnaik 9,63,840 24.00%
3. Dharanendra H Gouda 1,60,640 4.00%
4. Ramalingam Venkataramana 9,63,840 24.00%
5. Anil K N 9,63,840 24.00%
Total 40,16,000 100%
# The Company has not issued any convertible instruments like warrants, debentures etc. since its Incorporation and there are no
outstanding convertible instruments as on date of this Red Herring Prospectus.
d. Two years prior to the date of this Red Herring Prospectus:
% of the total Pre-Issue Paid-up Share
Sr. No. Name of Shareholders Number of Equity Shares#
Capital
1. H N Devakumar 9,63,840 24.00%
2. B H Devasinghnaik 9,63,840 24.00%
3. Dharanendra H Gouda 1,60,640 4.00%
4. Ramalingam Venkataramana 9,63,840 24.00%
5. Anil K N 9,63,840 24.00%
Total 40,16,000 100%
# The Company has not issued any convertible instruments like warrants, debentures etc. since its Incorporation and there are no
outstanding convertible instruments as on date of this Red Herring Prospectus.
10. Our Company has not made any public issue (including any rights issue to the public) since its incorporation.
7611. Except as disclosed in the offer document for Pre-IPO placement, there will be no further issue of capital, whether by way of
issue of bonus shares, preferential allotment, rights issue or in any other manner during the period commencing from the date
of this Red Herring Prospectus until the Equity Shares have been listed. Further, our Company presently does not have any
intention or proposal to alter our capital structure for a period of six months from the date of opening of this Issue, by way of
split / consolidation of the denomination of Equity Shares or further issue of Equity Shares (including issue of securities
convertible into exchangeable, directly or indirectly, for our Equity Shares) whether preferential or otherwise, except that if we
enter into acquisition(s) or joint venture(s), expansion of business, we may consider additional capital to fund such activities or
to use Equity Shares as a currency for acquisition or participation in such joint ventures.
12. There are no outstanding options or stock appreciation rights or convertible securities, including any outstanding warrants or
rights to convert debentures, loans or other instruments convertible into our Equity Shares as on the date of this Red Herring
Prospectus.
13. Build-up of Promoters’ shareholding, Promoters’ contribution and lock-in:
i. Built up of Promoters’ shareholdings:
As on the date of this Red Herring Prospectus, our Promoters i.e. H N Devakumar, B H Devasinghnaik, Dharanendra H
Gouda, Ramalingam Venkataramana and Anil K N holds 80,31,800 Equity Shares of our Company which is 99.99% of our
pre-Issue paid-up capital. All the shares are fully paid from the date of allotment. None of the Equity shares held by our
promoters are subject to any pledge.
Further, our Promoters to the Company and the Book Running Lead Manager confirms that the acquisition and/or transfers
and/or allotment of the Equity Shares forming part of the Promoters’ Contribution has been financed from personal
funds/internal accruals and no loans or financial assistance from any banks or financial institution has been availed by our
Promoters for this purpose.
1. H N Devakumar
Date of No. of Cumulative Face value Issue/ Acquisition/ Name of
Nature of Nature of
Allotment/ Equity no. of Equity per share Transfer price per Transferor/
consideration transaction
Transfer Shares Shares (₹) share (₹) * Transferee
On Subscription to
2,400 2,400 10 10 Cash N.A.
incorporation MOA
Allotment of
Equity Shares for
04.07.2018 6,00,000 6,02,400 10 10 Other than Cash the acquisition of N.A.
Unisem Agritech
(Partnership Firm)
Bonus Issue in the
09.03.2023 3,61,440 9,63,840 10 N.A. Other than Cash N.A.
Ratio of 3:5
Shivakumar S
08.02.2025 (24) 9,63,816 10 16 Cash Transfer of Shares
Hiremath
Split of shares
from face value of
- - 19,27,632 5 NIL - N.A.
₹ 10/- each to ₹5/-
each
*Cost of acquisition excludes Stamp Duty paid.
2. B H Devasinghnaik
Issue/
Date of No. of Cumulative Name of
Face value Acquisition/ Nature of Nature of
Allotment/ Equity no. of Equity Transferor/
per share (₹) Transfer price consideration transaction
Transfer Shares Shares Transferee
per share (₹) *
On Subscription to
2,400 2,400 10 10 Cash N.A.
incorporation MOA
Allotment of
Equity Shares
04.07.2018 6,00,000 6,02,400 10 10 Other than Cash for the N.A.
acquisition of
Unisem
77Agritech
(Partnership
Firm)
Bonus Issue in
09.03.2023 3,61,440 9,63,840 10 N.A. Other than Cash N.A.
the Ratio of 3:5
Transfer of Shivakumar S
08.02.2025 (24) 9,63,816 10 16 Cash
Shares Hiremath
Split of shares
from face value
- 19,27,632 5 NIL - N.A.
of ₹ 10/- each to
₹5/- each
*Cost of acquisition excludes Stamp Duty paid.
3. Dharanendra H Gouda
Issue/
Date of No. of Cumulative Name of
Face value Acquisition/ Nature of Nature of
Allotment/ Equity no. of Equity Transferor/
per share (₹) Transfer price consideration transaction
Transfer Shares Shares Transferee
per share (₹) *
Subscription to
On incorporation 400 400 10 10 Cash N.A.
MOA
Allotment of
Equity Shares
for the
acquisition of
04.07.2018 1,00,000 1,00,400 10 10 Other than Cash N.A.
Unisem
Agritech
(Partnership
Firm)
Bonus Issue in
09.03.2023 60,240 1,60,640 10 N.A. Other than Cash N.A.
the Ratio of 3:5
Transfer of Shivakumar S
08.02.2025 (2) 1,60,638 10 16 Cash
Shares Hiremath
Transfer of Kavita S
08.02.2025 (2) 1,60,636 10 16 Cash
Shares Davanageri
Split of shares
from face value
- 3,21,272 5 NIL - N.A.
of ₹ 10/- each to
₹5/- each
*Cost of acquisition excludes Stamp Duty paid.
4. Ramalingam Venkataramana
Issue/
Date of No. of Cumulative Name of
Face value Acquisition/ Nature of Nature of
Allotment/ Equity no. of Equity Transferor/
per share (₹) Transfer price consideration transaction
Transfer Shares Shares Transferee
per share (₹) *
Subscription to
On incorporation 2,400 2,400 10 10 Cash N.A.
MOA
Allotment of
Equity Shares
for the
acquisition of
04.07.2018 6,00,000 6,02,400 10 10 Other than Cash N.A.
Unisem
Agritech
(Partnership
Firm)
Bonus Issue in
09.03.2023 3,61,440 9,63,840 10 N.A. Other than Cash N.A.
the Ratio of 3:5
78Transfer of Kavita S
08.02.2025 (24) 9,63,816 10 16 Cash
Shares Davanageri
Split of shares
from face value
- 19,27,632 5 NIL - N.A.
of ₹ 10/- each to
₹5/- each
*Cost of acquisition excludes Stamp Duty paid
5. Anil K N
Issue/
Date of No. of Cumulative Name of
Face value Acquisition/ Nature of Nature of
Allotment/ Equity no. of Equity Transferor/
per share (₹) Transfer price consideration transaction
Transfer Shares Shares Transferee
per share (₹) *
Transfer of Ramachandara
2,400 2,400 10 N.A. Other than Cash Shares by Gift Sreenivasarao
31.03.2018
Deed Nidimamidi
Allotment of
Equity Shares
for the
acquisition of
04.07. 2018 6,00,000 6,02,400 10 10 Other than Cash N.A.
Unisem
Agritech
(Partnership
Firm)
Bonus Issue in
09.03.2023 3,61,440 9,63,840 10 N.A. Other than Cash N.A.
the Ratio of 3:5
Transfer of Kavita S
08.02.2025 (24) 9,63,816 10 16 Cash
Shares Davanageri
Split of shares
from face value
- 19,27,632 5 NIL - N.A.
of ₹ 10/- each to
₹5/- each
*Cost of acquisition excludes Stamp Duty paid.
14. Pre-Issue and Post-Issue Shareholding of our Promoters and Promoter Group.
The details of the aggregate holding of securities (including shares, warrants, convertible securities) of persons belonging to the
category Promoters and Promoter Group are as under:
Pre-Issue Post-Issue
Sr. No. Name of Shareholders % of Total
No of Equity Shares % of Total Capital* No of Equity Shares
Capital
A. Promoters - - - -
1. H N Devakumar 19,27,632 23.999% 19,27,632 [●]
2. B H Devasinghnaik 19,27,632 23.999% 19,27,632 [●]
3. Dharanendra H Gouda 3,21,272 3.999% 3,21,272 [●]
4. Ramalingam Venkataramana 19,27,632 23.999% 19,27,632 [●]
5. Anil K N 19,27,632 23.999% 19,27,632 [●]
Subtotal (A) 80,31,800 99.997% 80,31,800 [●]
B. Promoter Group - - - -
Subtotal (B) NIL NIL NIL NIL
Total (A+B) 80,31,800 99.997% 80,31,800 [●]
*Round off
15. We have 7 (Seven) Shareholders as on the date of filing of this Red Herring Prospectus.
16. Except as provided below, no Equity Shares were purchased/ sold by the Promoters and Promoter Group, Directors and their
immediate relatives within six months immediately preceding the date of filing of this Red Herring Prospectus:
79Date of Name of the No. of Equity Name of Transfer price Nature of Nature of Reason for
Transfer Transferor Shares Transferee per share (₹) * consideration transaction transfer
Shivakumar Transfer of
H N Devakumar (24) 16 Cash and Bank
S Hiremath Shares
B H Shivakumar Transfer of
(24) 16 Cash and Bank
Devasinghnaik S Hiremath Shares
Transfer
Ramalingam Kavita S Transfer of
(24) 16 Cash and Bank Pursuant to
Venkataramana Davanageri Shares
08.02.2025 conversion
Kavita S Transfer of
Anil K N (24) 16 Cash and Bank into Public
Davanageri Shares
Limited
Kavita S Transfer of
(2) 16 Cash and Bank
Dharanendra H Davanageri Shares
Gouda Shivakumar Transfer of
(2) 16 Cash and Bank
S Hiremath Shares
17. None of our Promoters, Promoter Group, Directors and their relatives has entered into any financing arrangement or financed
the purchase of the Equity Shares of our Company by any other person during the period of six months immediately preceding
the date of filing of this Red Herring Prospectus.
18. All the Equity Shares held by our Promoters were fully paid-up on the respective dates of allotment or acquisition, as applicable,
of such Equity Shares.
19. As on the date of this Red Herring Prospectus, none of the Equity Shares held by our Promoters are pledged.
20. Details of Promoters Contribution locked in for three years
Pursuant to Regulation 236 and 238 of SEBI ICDR Regulations, 2018, an aggregate of 20% of the post-Issue capital held by
our Promoters shall be considered as Promoters’ Contribution ("Promoters Contribution") either by way of equity shares or
by way of subscription to the convertible securities and shall be locked-in for a period of three years from the date of allotment
of equity shares issued pursuant to this Issue. The lock-in of the Promoters’ Contribution would be created as per applicable
law and procedure and details of the same shall also be provided to the Stock Exchange before listing of the Equity Shares.
As on the date of this Red Herring Prospectus, our Promoters collectively hold 80,31,800 Equity Shares constituting [●] % of
the post-Issue issued, subscribed and paid-up Equity Share capital of our Company, which are eligible for the Promoters’
Contribution.
Our Promoters have given written consent to include such number of Equity Shares held by them and subscribed by them as a
part of Promoters’ Contribution constituting [●] % of the post Issue Equity Shares of our Company and have agreed not to sell
or transfer or pledge or otherwise dispose of in any manner, the Promoters Contribution, for a period of three years from the
date of allotment in the Issue.
Date of Allotment/ No. of Equity Issue/ Acquisition/
Face Nature of % of Post Issue Lock in
Transfer/ made fully shares Locked- Transfer price per
Value transaction shareholding Period
paid up in* share (₹) #
H N Devakumar
Subscription to
On Incorporation 2,400 10 10 [●] 3 Years
MOA
Allotment of
Equity Shares for
04.07.2018 5,43,600 10 10 the acquisition of [●] 3 Years
Unisem Agritech
(Partnership Firm)
Total 5,46,000 - - - [●] -
*Assuming full subscription to the Issue
#Cost of acquisition excludes Stamp Duty paid.
Date of Allotment/ No. of Equity Issue/ Acquisition/
Face Nature of % of Post Issue Lock in
Transfer/ made fully shares Locked- Transfer price per
Value transaction shareholding Period
paid up in* share (₹) #
80B H Devasinghnaik
Subscription to
On Incorporation 2,400 10 10 [●] 3 Years
MOA
Allotment of
Equity Shares for
04.07.2018 5,43,600 10 10 the acquisition of [●] 3 Years
Unisem Agritech
(Partnership Firm)
Total 5,46,000 - - - [●] -
*Assuming full subscription to the Issue
#Cost of acquisition excludes Stamp Duty paid.
Date of Allotment/ No. of Equity Issue/ Acquisition/
Face Nature of % of Post Issue Lock in
Transfer/ made fully shares Locked- Transfer price per
Value transaction shareholding Period
paid up in* share (₹) #
Dharanendra H Gouda
Subscription to
On Incorporation 400 10 10 [●] 3 Years
MOA
Allotment of
Equity Shares for
04.07.2018 91,600 10 10 the acquisition of [●] 3 Years
Unisem Agritech
(Partnership Firm)
Total 92,000 - - - [●] -
*Assuming full subscription to the Issue
#Cost of acquisition excludes Stamp Duty paid.
Date of Allotment/ No. of Equity Issue/ Acquisition/
Face Nature of % of Post Issue Lock in
Transfer/ made fully shares Locked- Transfer price per
Value transaction shareholding Period
paid up in* share (₹) #
Ramalingam Venkataramana
Subscription to
On Incorporation 2,400 10 10 [●] 3 Years
MOA
Allotment of
Equity Shares for
04.07.2018 5,43,600 10 10 the acquisition of [●] 3 Years
Unisem Agritech
(Partnership Firm)
Total 5,46,000 - - - [●] -
*Assuming full subscription to the Issue
#Cost of acquisition excludes Stamp Duty paid.
Date of Allotment/ No. of Equity Issue/ Acquisition/
Face Nature of % of Post Issue Lock in
Transfer/ made fully shares Locked- Transfer price per
Value transaction shareholding Period
paid up in* share (₹) #
Ani K N
Transfer of Shares
31.03.2018 2,400 10 N.A. [●] 3 Years
by Gift Deed
Allotment of
Equity Shares for
04.07.2018 5,43,600 10 10 the acquisition of [●] 3 Years
Unisem Agritech
(Partnership Firm)
Total 5,46,000 - - - [●] -
*Assuming full subscription to the Issue
81#Cost of acquisition excludes Stamp Duty paid.
The minimum Promoter’s contribution has been brought in to the extent of not less than the specified minimum lots and from
persons defined as “Promoter” under the SEBI (ICDR) Regulations. All Equity Shares, which are being locked in are not
ineligible for computation of Minimum Promoters Contribution as per Regulation 237 of the SEBI (ICDR) Regulations, 2018
i. The Equity Shares offered for minimum 20% Promoters’ Contribution have not been acquired in the three years preceding
the date of this Red Herring Prospectus for consideration other than cash and revaluation of assets or capitalization of
intangible assets nor resulted from a bonus issue out of the revaluation reserves or unrealized profits of the Company or
against Equity Shares which are otherwise ineligible for computation of Promoters’ contribution;
ii. The minimum Promoters’ Contribution does not include Equity Shares acquired during the one year preceding the date
of this Red Herring Prospectus at a price lower than the Issue Price;
iii. No equity shares have been issued to our promoter upon conversion of a partnership firm during the preceding one year
at a price less than the Issue Price.
iv. The Equity Shares held by the Promoters and offered for minimum Promoters’ contribution are not subject to any pledge;
v. All the Equity Shares of our Company held by the Promoters are already in dematerialised form; and
vi. The Equity Shares offered for Promoter’s Contribution do not consist of Equity Shares for which specific written consent
has not been obtained from the Promoter for inclusion of its subscription in the Promoter’s Contribution subject to lock-
in.
Eligibility Status of Equity Shares
Reg. No. Promoters’ Minimum Contribution Conditions
forming part of Promoters’ Contribution
237(1)(a) (i) Specified securities acquired during the preceding three years, if The minimum Promoters contribution does
they are acquired for consideration other than cash and revaluation not consist of such Equity Shares. Hence
of assets or capitalization of intangible assets is involved in such Eligible
transaction
237(1)(a) Specified securities acquired during the preceding three years, The minimum Promoters contribution does
(ii) resulting from a bonus issue by utilization of revaluation reserves not consist of such Equity Shares. Hence
or unrealized profits of the issuer or from bonus issue against Eligible
Equity Shares which are ineligible for minimum promoters’
contribution
237(1)(b) Specified securities acquired by promoters during the preceding The minimum Promoters contribution does
one year at a price lower than the price at which specified securities not consist of such Equity Shares. Hence
are being Issued to public in the initial public Issue Eligible
237(1)(c) Specified securities allotted to promoters during the preceding one The minimum Promoters contribution does
year at a price less than the issue price, against funds brought in by not consist of such Equity Shares. Hence
them during that period, in case of an issuer formed by conversion Eligible
of one or more partnership firms, where the partners of the
erstwhile partnership firms are the promoters of the issuer and there
is no change in the management: Provided that specified securities,
allotted to promoters against capital existing in such firms for a
period of more than one year on a continuous basis, shall be eligible
237(1)(d) Specified securities pledged with any creditor Our Promoters have not Pledged any shares
with any creditors. Accordingly, the
minimum Promoters contribution does not
consist of such Equity Shares. Hence Eligible
Details of Promoter’ Contribution Locked-in for One Year and Two Years
In terms of Regulation 238(b) of the SEBI (ICDR) Regulations, 2018 and SEBI (ICDR) (Amendment) Regulations, 2025, in
addition to the Minimum Promoters contribution, the entire pre-issue shareholding of the Promoters, other than the Minimum
Promoter’s contribution which is locked in for three years, shall be locked in a phased manner from the date of allotment in this
Issue as below:
a) Fifty percent of promoters’ holding in excess of minimum promoters’ contribution constituting [●] equity shares shall be
locked in for a period of two years from the date of allotment in the initial public offer; and
b) Remaining fifty percent of promoters’ holding in excess of minimum promoters’ contribution constituting [●] equity
shares shall be locked in for a period of one year from the date of allotment in the initial public offer.
82Details of pre-issue equity shares held by persons other than the promoters locked-in for One Year
In terms of Regulation 239 of the SEBI (ICDR) Regulations, 2018, in addition to the Minimum Promoters contribution as per
regulation 238(a) and 238(b) of the SEBI (ICDR) Regulations, 2018, the entire pre-issue equity share held by persons other than
the promoters constituting 200 Equity Shares shall be locked in for a period of one year from the date of allotment of Equity Shares
in this Issue.
Lock-in of the Equity Shares to be Allotted, if any, to the Anchor Investors
Fifty percent of the Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a period
of 90 days from the date of Allotment and the remaining Equity Shares allotted to Anchor Investors under the Anchor Investor
Portion shall be locked-in for a period of 30 days from the date of Allotment.
Inscription or recording of non-transferability
In terms of Regulation 241 of the SEBI ICDR Regulations, our Company confirms that certificates of Equity Shares which are
subject to lock in shall contain the inscription “Non-Transferable” and specify the lock - in period and in case such equity shares
are dematerialized, the Company shall ensure that the lock - in is recorded by the Depository.
Pledge of Locked in Equity Shares
Pursuant to Regulation 242 of the SEBI ICDR Regulations, the locked-in Equity Shares held by our Promoters can be pledged
with any scheduled commercial bank or public financial institution or systematically important non-banking finance company or
a housing finance company as collateral security for loans granted by them, provided that:
a) if the equity shares are locked-in in terms of clause (a) of Regulation 238, the loan has been granted to the company or
its subsidiary(ies) for the purpose of financing one or more of the objects of the Issue and pledge of equity shares is one
of the terms of sanction of the loan;
b) if the specified securities are locked-in in terms of clause (b) of Regulation 238 and the pledge of specified securities 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 these regulations has expired.
Transferability of Locked in Equity Shares
a) Pursuant to Regulation 243 of the SEBI ICDR Regulations, Equity Shares held by our Promoters, which are locked in as
per Regulation 238 of the SEBI ICDR Regulations, may be transferred to and amongst our Promoters/ Promoter Group
or to a new promoter or persons in control of our Company subject to continuation of the lock-in in the hands of the
transferees for the remaining period and compliance with SEBI SAST Regulations as applicable.
b) Pursuant to Regulation 243 of the SEBI ICDR Regulations, Equity Shares held by shareholders other than our Promoters,
which are locked-in as per Regulation 239 of the SEBI ICDR Regulations, may be transferred to any other person holding
shares, subject to continuation of the lock-in in the hands of the transferees for the remaining period and compliance with
SEBI SAST Regulations as applicable.
Other requirements in respect of lock-in:
We further confirm that our Promoters’ Contribution of 20.08% of the post Issue Equity Share capital does not include any
contribution from Alternative Investment Fund, foreign venture capital investors, scheduled commercial banks, public financial
institutions or insurance companies registered with Insurance Regulatory and Development Authority of India.
21. Our Company, our Promoter, our Directors and the Book Running Lead Manager have no existing buyback arrangements or
any other similar arrangements for the purchase of Equity Shares being offered through the Issue.
22. The post-Issue paid up Equity Share Capital of our Company shall not exceed the authorised Equity Share Capital of our
Company.
23. There have been no financing arrangements whereby our directors or any of their relatives have financed the purchase by any
other person of securities of our Company during the six months immediately preceding the date of filing of this Red Herring
Prospectus.
8324. No person connected with the Issue, including, but not limited to, our Company, the members of the Syndicate, or our Directors,
shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any
Bidder for making a Bid, except for fees or commission for services rendered in relation to the Issue.
25. There neither have been and there will be no 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 the date of filing of this Red Herring
Prospectus until the Equity Shares have been listed on the Stock Exchange or all application monies have been refunded, as
the case may be.
26. Our Company has no outstanding warrants, options to be issued or rights to convert debentures, loans or other convertible
instruments into Equity Shares as on the date of this Red Herring Prospectus.
27. There shall be only one denomination of the Equity Shares, 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.
28. Our Company shall ensure that any transactions in Equity Shares by our Promoter and the Promoter Group during the period
between the date of filing this Red Herring Prospectus and the date of closure of the Issue, shall be reported to the Stock
Exchanges within 24 hours of the transaction.
29. All Equity Shares issued pursuant to the Issue shall be fully paid-up at the time of Allotment and there are no partly paid-up
Equity Shares as on the date of this Red Herring Prospectus.
30. As on the date of this Red Herring Prospectus, the Book Running Lead Manager and their respective associates (as defined
under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) do not hold any Equity Shares of
our Company. The BRLM and their affiliates may engage in the transactions with and perform services for our Company in
the ordinary course of business or may in the future engage in commercial banking and investment banking transactions with
our Company for which they may in the future receive customary compensation.
31. Our Promoter and the members of our Promoter Group will not participate in the Issue.
32. Our Company has not raised any bridge loans which are proposed to be repaid from the proceeds of the Issue.
33. Investors may note that in case of over-subscription, allotment will be on proportionate basis as detailed under “Basis of
Allotment” in the chapter titled “Issue Procedure” beginning on Page No. 327 of this Red Herring Prospectus. In case of over-
subscription in all categories the allocation in the Issue shall be as per the requirements of Regulation 253 of SEBI (ICDR)
Regulations, as amended from time to time.
34. An investor cannot make an application for more than the number of Equity Shares offered in this Issue, subject to the maximum
limit of investment prescribed under relevant laws applicable to each category of investor.
35. An over-subscription to the extent of 1% of the Issue can be retained for the purpose of rounding off to the nearest integer
during finalizing the allotment, subject to minimum allotment, which is the minimum application size in this Issue.
Consequently, the actual allotment may go up by a maximum of 1% of the Issue, as a result of which, the post-issue paid up
capital after the Issue would also increase by the excess amount of allotment so made. In such an event, the Equity Shares held
by the Promoter and subject to lock- in shall be suitably increased; so as to ensure that 20% of the post Issue paid-up capital is
locked in.
36. Under subscription, if any, in any of the categories, would be allowed to be met with spill-over from any of the other categories
or a combination of categories at the discretion of our Company in consultation with the BRLM, Promoter selling shareholders
and Designated Stock Exchange. Such inter-se spill over, if any, would be affected in accordance with applicable laws, rules,
regulations and guidelines
37. Our Company is in compliance with the Companies Act, 2013 with respect to issuance of securities since inception till the date
of filing of Red Herring Prospectus.
38. No payment, direct, indirect in the nature of discount, commission, and allowance, or otherwise shall be made either by us or
by our Promoter to the persons who receive allotments, if any, in this Issue.
39. As on date of this Red Herring Prospectus, there are no outstanding financial instruments or any other rights that would entitle
the existing Promoter or shareholders or any other person any option to receive Equity Shares after the Issue.
8440. None of the Equity Shares held by our Promoter/ Promoter Group are pledged or otherwise encumbered.
41. As per RBI regulations, OCBs are not allowed to participate in this Offer.
42. All Equity Shares held by our Promoters and Promoter Group are in Dematerialised Form. Hence Pre-Issue paid up capital of
our Company is 100% Dematerialised.
43. No payment, direct, indirect in the nature of discount, commission, and allowance, or otherwise shall be made either by us or
by our Promoter to the persons who receive allotments, if any, in this Offer.
44. Except for the Equity Shares Issued by our promoter(s), our Promoters and the members of our Promoter Group will not
participate in this Issue.
45. Our Company has not made any public issue since its incorporation. For the details of transactions by our Company with our
Promoter Group, Group Company during the stub period ended on 30.09.2025 and financial years ended March 31, 2025, 2024
and 2023, please refer to paragraph titled Details of Related Parties Transactions as restated in the chapter titled “Financial
information” on page no 209 of this Red Herring Prospectus.
46. Our Company shall ensure that transactions in the Equity Shares by the Promoters and the Promoter Group between the date
of filing this Red Herring Prospectus and the Offer Closing Date shall be reported to the Stock Exchange within twenty-four
hours of such transaction.
47. None of our Directors or Key Managerial Personnel holds Equity Shares in our Company, except as stated below and in the
chapter titled Our Management on page no 184 of this Red Herring Prospectus:
Number of Equity Shares % of the total Pre-Issue Paid-
Sr. No. Name of KMP’s Designation
held in the company up Share Capital*
1. B H Devasinghnaik Chief Executive Officer 19,27,632 23.999%
2. H N Devakumar Chairman and Managing
19,27,632 23.999%
Director
3. Dharanendra H Gouda Whole-Time Director 3,21,272 3.999%
4. Anil K N Whole-Time Director 19,27,632 23.999%
5. Ramalingam
Chief Financial Officer 19,27,632 23.999%
Venkataramana
Total 80,31,800 99.997*%
*Round off
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85OBJECTS OF THE ISSUE
The Issue constitutes a public issue of up to 33,00,000 Equity Shares having Face Value of ₹ 5/- of our Company at an Issue Price
of ₹ [●]/- per Equity Share.
FRESH ISSUE
The Issue Proceeds from the Fresh Issue will be utilized towards the following objects:
1. To meet the working capital requirement
2. To repay Banking Facilities availed by the company
3. General Corporate Purpose
(Collectively referred as the “objects”)
We believe that listing will enhance our corporate image and visibility of brand name of our Company. We also believe that our
Company will receive the benefits from listing of Equity Shares on the BSE SME (“BSE”). It will also provide liquidity to the
existing shareholders and will also create a public trading market for the Equity Shares of our Company.
We are a company engaged in developing, processing, and selling diverse range of seeds for vegetables, flower and field crops. By
integrating conventional breeding techniques, we strive to develop hybrid vegetable, flower and field crop seeds that offer higher
yields, improved product quality, and greater resistance to pests and diseases compared to naturally occurring varieties. Our core
operations focus on developing hybrid vegetable, flower and field crop seed varieties and processing them to ensure the consistent
quality.
We continuously develop various type of hybrid breeder seeds and select only the best qualitative traits from it which undergo
additional processing and eliminating more seeds and provide only the superior quality seeds, which are known as foundation
seeds. The foundation seeds consist of the parental materials essential for developing a hybrid. Following this, the foundation seeds
then multiplied into commercial seeds, which are then offered in the market for agricultural production. We provide multiple seed
variants for vegetable, flower and field crop, specifically designed to meet the requirements of different Agro-climatic conditions,
including factors such as water availability, crop duration, and soil characteristics across various geographic regions.
REQUIREMENT OF FUNDS
The proceeds of the Issue, after deducting Issue related expenses, are estimated to be ₹ [●] Lakhs (the “Net Issue Proceeds”).
The following table summarizes the requirement of funds:
Particulars Amount (₹ in Lakhs)
Gross Issue Proceeds [●]*
Less: Public Issue Related Expenses [●]
Net Issue Proceeds [●]*
*Subject to finalization of Basis of Allotment.
UTILIZATION OF NET ISSUE PROCEEDS
The Net Issue Proceeds will be utilized for following purpose:
Sr. No. Particulars Amount (₹ in Lakhs) % of Gross Issue Proceeds
1. To meet the Working Capital requirement 1,106.00 [●]
To Repay the Banking Facilities availed by the
2 575.00 [●]
company
3 General Corporate Purpose^ [●] [●]
TOTAL [●] [●]
^To be finalized on determination of the Issue Price and updated in the Prospectus prior to filing with the ROC. The amount
utilized for general corporate purposes shall not exceed 15% of the Gross Proceeds of the Issue or Rs 1,000 lakhs, whichever is
less.
86PROPOSED SCHEDULE OF IMPLEMENTATION AND DEPLOYMENT OF FUNDS
We propose to deploy the Net Proceeds for the aforesaid purposes in accordance with the estimated schedule of implementation
and deployment of funds set forth in the table below:
(Amount in Lakhs)
Sr. Amount to be funded Amount to be deployed from the Net
Particulars
No. from the Net Proceeds Proceeds in FY 2025-26
1 To meet Working Capital Requirement 1,106.00 1,106.00
To repay Banking Facilities availed by the
2 575.00 575.00
company
3 General Corporate Purpose* [●] [●]
Total [●] [●]
*To be finalized on determination of the Issue Price and updated in the Prospectus prior to filing with the Registrar of Companies.
The amount utilized for general corporate purposes shall not exceed 15% of the Gross Proceeds of the Issue or ₹ 1,000 lakhs,
whichever is less.
MEANS OF FINANCE
We intend to finance our Objects of the Issue through Issue Proceeds which are as follows:
DETAILS OF USE OF ISSUE PROCEEDS
1. TO MEET WORKING CAPITAL REQUIREMENTS:
The primary requirement of working capital in our business arises from three key areas:
• Making early payments to creditors, which will help the Company reduce its creditor days and strengthen supplier
relationships;
• Meeting the inventory cycle needs, as the nature of our operations requires us to maintain sufficient stock of seeds in
order to ensure timely availability to farmers and distributors, especially during peak sowing seasons;
• financing day-to-day operational expenses, including routine business outflows essential for uninterrupted functioning.
To meet these working capital requirements, the Company intends to utilize Rs 1,100.00 lakhs from the Net Proceeds of the Issue,
with the remaining amount to be met through internal accruals or borrowings, as needed.
Existing and Estimated Working Capital requirement
The details of Company’s existing working capital gap and source of their funding based on restated financials for the Financial
Year 2023, 2024, 2025. As per SEBI ICDR Reg. 262, these working capital gap and sources of their funding are certified by the
Statutory Auditors, pursuant to a certificate dated 16.09.2025 vide UDIN: 25232286BMJOYU3702.
The estimates of the working capital requirements for the Financial Years ended March 31, 2026 have been prepared based on the
management estimates of current and future financial performance. The projection has been prepared using set of assumptions
that include assumptions about future events and management’s action that are not necessarily expected to occur.
Basis of estimation of working capital requirement and estimated working capital requirement:
(Amount in lakhs)
Particulars (Restated) (Projected)
31-Mar-23 31-Mar-24 31-Mar-25 30-Sep-25 31-Mar-26
Current Assets
Inventory 1,541.52 1,495.48 1,977.19 2,618.85 3,218.42
Trade receivables 738.90 884.01 1,300.94 2,362.87 1,916.67
Short Term Loans and Advances 149.66 257.43 433.58 171.04 821.11
87Other Current Assets - - - - -
Total Current Assets (A) 2,430.08 2,636.92 3,711.71 5,152.77 5,956.19
Current Liabilities
Trade payables 563.59 647.66 1,302.40 1,525.16 791.67
Other Current Liabilities 666.20 821.03 762.11 229.37 762.11
Short-term provisions 141.60 179.11 260.17 282.13 337.69
Total Current Liabilities (B) 1,371.39 1,647.80 2,324.68 2,036.66 1,891.47
Total Working Capital Gap (A-B) 1,058.69 989.12 1,387.03 3,116.11 4,064.72
Funding Pattern
Short-term borrowing & Internal Accruals 1,058.69 989.12 1,387.03 3,116.11 2,958.72
IPO Proceeds 1,106.00
Assumptions for working capital requirements:
The following table sets forth the details of the holding period (with days rounded to the nearest whole number) considered for,
March 31, 2025, March 31, 2024, March 31, 2023, as well as projections for financial year ended March 31, 2026.
(In days)
Period Ended
FY 2023 FY 2024 FY 2025 FY 2026
Sr. No. Particulars 30.09.2025
(Restated) (Restated) (Restated) (Projected)
(Restated)
1. Trade Receivables 57 52 68 83 69
2. Inventories 362 241 199 106 193
3. Creditors 133 106 155 152 61
*Rounded off to nearest day.
Justification for holding period levels:
Particulars Details
Trade Receivables The company’s trade receivable days have historically remained in the range of 2 to 2.5 months.
They improved from 57 days in FY 2023 to 52 days in FY 2024 but increased to 68 days in FY
2025, primarily due to the company’s growth phase. Looking ahead, in FY 2026, the receivable
days are projected to be around 69, which reflects stability in the receivable cycle, as it is expected
to remain within the same range despite the company’s strong growth trajectory.
Inventories The company maintains relatively high inventory levels to ensure adequate seed availability for the
upcoming season. Its operations involve developing hybrid seeds, which are then supplied to
farmers for large-scale cultivation. Depending on the seed variety, cultivation takes place during
the kharif or rabi season to prepare for distribution in the following cycle. Once harvested, the seeds
undergo quality testing, sorting, and packaging. As a result, the company holds inventory for about
6-8 months to ensure timely distribution.
Inventory days have shown fluctuations over the years, standing at 362 days in FY 2023, improving
to 241 days in FY 2024, and further reducing to 199 days in FY 2025. Going forward, they are
projected to stabilize around 193 days in FY 2026. To further optimize working capital, the
company aims to streamline its hybrid seed production and quality testing processes, thereby
improving overall inventory management.
Creditors/ Trade Payable The company’s trade payable cycle has witnessed fluctuations over the past years, reflecting its
evolving working capital strategy in line with its growth trajectory. Trade payable days stood at 133
days in FY 2023, thereafter reduced to 106 days in FY 2024. In FY 2025, payable days increased
to 155 days, as the company strategically utilized extended credit from suppliers to support its
88expanding operations, manage its production cycle, and maintain adequate inventory levels during
a high-growth phase. This approach enabled the company to channel available funds toward scaling
up operations while ensuring business continuity.
Looking ahead, with improved financial stability and stronger operating cash flows, the company
is focused on strengthening supplier partnerships through timely payments. In FY 2026, trade
payable days are projected to reduce significantly to around 61 days, aligning credit cycle. This
shift not only reflects the company’s commitment to better working capital management but also
positions it to negotiate more favorable terms with creditors, thereby enhancing supplier trust,
ensuring smoother procurement, and improving overall supply chain efficiency.
Apart from above there is working capital requirements for other factors such as Other Current Assets, Loans and advances, short
term provisions and other Liabilities. Details of which are given below.
Loans and Advances: Short term loans and advances of the company comprise the following:
(Amount in lakhs)
As At As At As at As at As at
Particulars
31/03/2023 31/03/2024 31/03/2025 30/09/2025 31/03/2026*
Advance to Supplier 75.38 148.10 259.21 54.83 388.82
Balance with Revenue Authority 53.57 75.77 108.31 30.00 146.61
Accrued Expense - - 24.97 47.69 -
Advance Tax - - - - 240.49
Staff Loans and advances 20.71 33.56 41.09 38.52 45.20
Total 149.66 257.43 433.58 171.04 821.11
*Projected
From the above table, it can be observed that the most significant rise in short-term loans and advances is due to the increase in
advances made to suppliers, which are projected to grow from Rs 259.21 lakhs in FY 2025 to Rs 388.82 lakhs in FY 2026.
Additionally, a notable increase is expected from advance tax payments, reflecting the company’s higher tax obligations in line
with its growing profitability.
Other Current Liability: Other current liabilities of the company mainly consist of statutory dues and advance payments received
from customers. These liabilities increased from Rs 666.20 lakhs in FY 2023 to Rs 821.03 lakhs in FY 2024, before declining to
Rs 762.11 lakhs in FY 2025. In FY 2026, they are projected to remain at approximately the same level.
Short Term Provision: Short term provision of the company includes provision for gratuity, expenses, tax, etc. It can be bifurcated
in the following manner:
(Amount in lakhs)
As At As At As at As at As at
Particulars
31/03/2023 31/03/2024 31/03/2025 30/09/2025 31/03/2026*
Provision for Gratuity 5.11 7.56 6.21 7.30 6.20
Provision for tax 56.51 89.67 152.16 122.40 240.49
Provision for expenses 79.99 81.90 97.31 147.89 91.00
Provision for Audit Fees - - 2.50 2.50 -
Provision for Income Tax filing fees - - 2.00 2.00 -
Total 141.61 179.13 260.18 282.13 337.69
*Projected
From the above table, it is evident that the most significant increase is in the provision for tax, which is directly aligned with the
rising profitability of the company.
2. REPAYMENT OF BANKING FACILITIES AVILED BY THE COMPANY
Our Company has entered into various financing arrangements, including borrowings in the form of secured borrowing (Term
loan and working capital) from Federal Bank, unsecured loans from banks & NBFCs and multiple vehicle loans from ICICI Bank,
89Karnataka Bank, and Axis Bank. As at July 31, 2025, our total secured borrowings amounted to Rs 1,898.28 lakhs. For further
details, see “Financial Indebtedness” on page 268. Our Company proposes to utilize an aggregate amount of Rs 575.00 Lakh
from the Net Proceeds towards repayment and/ or prepayment, in part or in full, of the outstanding loans and working capital
facility availed from Federal Bank. Payment of interest, prepayment penalty or premium, if any, and other related costs may be
made by us out of the Net Proceeds. The repayment/ prepayment of certain loans by utilizing the Net Proceeds will help reduce
our outstanding indebtedness and reduction in the high finance cost that the company is currently incurring. Further, we believe
that it will reduce our debt-servicing costs and improve our debt equity ratio and enable utilization of internal accruals for further
investment in our business growth and expansion.
Given the nature of the borrowings and the terms of repayment or pre-payment, the aggregate outstanding amounts under the
borrowings may vary from time to time and our Company may, in accordance with the relevant repayment schedule. Further, the
amounts outstanding under the borrowings as well as the sanctioned limits are dependent on several factors and may vary with
the business cycle of our Company with multiple intermediate repayments and enhancement of sanctioned limits.
The selection of borrowings proposed to be prepaid or repaid amongst our borrowing arrangements availed shall be based on
various factors, including (i) cost of the borrowing, including applicable interest rates; (ii) any conditions attached to the
borrowings restricting our ability to prepay/ repay the borrowings and time taken to fulfil, or obtain waivers/ consents for
fulfilment of such conditions; (iii) terms and conditions of such consents and waivers; (iv) provisions of any laws, rules and
regulations governing such borrowings; and (v) other commercial considerations including, among others, the amount of the loan
outstanding and the remaining tenor of the loan. In addition, it will also enable us to raise further resources in the future to fund
potential business development opportunities and plans to grow and expand our business in the future. The following table
provides details of certain borrowings availed by our Company as on 31.07.2025, which our Company proposes to prepay or
repay, fully or partially, from the Net Proceeds:
(Amount in Lakhs)
O/s
Name Rate of
Sr. Nature of Sanction Amount as Loan Prepayment
Date of Interest Purpose
No. Borrowing Amount on Duration Penalty
Lender (%)
31.07.2025*
Federal Working
1 28.03.2025 Secured 900.00 882.33 9.25% NA 3.00%
Bank Capital
Federal 72 Capital
2 28.03.2025 Secured 283.43 271.07 9.25% 3.00%
Bank months Expenditure
Federal 84 Capital
3 28.03.2025 Secured 297.00 207.92 9.25% 3.00%
Bank months Expenditure
TOTAL 1,480.43 1,361.32
*The company proposes to repay the outstanding facilities in full or part as mentioned above and plans to repay an amount of Rs
575.00 lakhs.
Note: In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations which requires a certificate
from the statutory auditor certifying the utilization of loan for the purposed availed, the Company has obtained the requisite
certificate dated 16.09.2025 vide UDIN: 25232286BMJOYF5676 from our Statutory Auditors of the company.
For further details in relation to the terms and conditions under the aforesaid loan agreements as well as restrictive covenants in
relation thereto, see “Statement of Financial Indebtedness” on page 268.
Implementation Schedule
The Company proposes to prepay, in full, the loans availed from banks, as these are high-interest-bearing borrowings that
adversely impact the Company's finance costs. Accordingly, the Company intends to utilize the issue proceeds for such
prepayment within the same month of receipt, subject to the cooperation of the banks and financial institutions with respect to the
timing of such prepayment.
90Other Confirmations
Additionally, the Company affirms that the loan repayments made using the issue proceeds will not, either directly or indirectly,
provide any benefit to the promoter, the promoter group, or any of their related parties.
3. GENERAL CORPORATE PURPOSES:
Our management, following the policies established by our Board, has the flexibility to allocate the proceeds designated for
general corporate purposes. We plan to use the remaining Fresh Issue proceeds, totalling Rs [●] Lakhs, for general corporate
purposes to support business growth. In line with our Board's policies, we have the discretion to apply the remaining Net Proceeds
for various general corporate purposes, including but not limited to covering operating expenses, strategic initiatives, addressing
unforeseen contingencies in the normal course of business, or any other purposes approved by the Board of Directors, in
accordance with the Companies Act, 2013.
We confirm that any issue related expenses shall not be considered as a part of General Corporate Purpose. Further, we confirm
that in terms of Regulation 230(2) of the SEBI ICDR Regulations, 2018, the extent of the Net Proceeds according to this Red
Herring Prospectus, proposed to be used for general corporate purposes shall not exceed 15% of the gross proceeds of our
Company through the Issue of Equity Shares or ₹1000 lakhs, whichever is less.
4. ISSUE RELATED EXPENSES
The total expenses of the Issue are estimated to be approximately ₹ [●] lakhs. The expenses of this include, among others,
underwriting and management fees, printing and distribution expenses, advertisement expenses, legal fees and listing fees. The
estimated Issue expenses are as follows:
(Amount in lakhs)
% of Total % of Total Issue
Expenses Amount*
Expenses* size*
Book Running Lead Manager fees [●] [●] [●]
Fees Payable to Registrar to the Issue [●] [●] [●]
Fees Payable for Advertising and Publishing Expenses [●] [●] [●]
Fees Payable to Regulators including Stock Exchange [●] [●] [●]
Payment for Printing & Stationery, Postage, etc. [●] [●] [●]
Fees Payable to Auditor, Legal Advisors and other Professionals [●] [●] [●]
Others (Fees payable for Marketing & distribution expenses, Selling
Commission, Brokerage, Processing Fees, Underwriting fees and [●] [●] [●]
Miscellaneous Expenses)
Total Estimated Issue Expenses [●] 100.00% [●]
*Will be incorporated at the time of filing of the Prospectus and on determination of Issue Price.
Till the date of filing this Red Herring Prospectus, the company has already incurred Rs. 51.57 lakhs as issue expense which is
certified by Statutory Auditors of the company vide certificated dated on 20.11.2025.
Notes:
• The Issue expenses are estimated expenses and subject to change. The Issue expenses shall be payable within 30 working days
post the date of receipt of the final invoice from the respective Intermediaries by our Company
• Selling commission payable to the SCSBs on the portion for Retail Individual Investors. Non-Institutional Investors, which are
directly procured by the SCSBs, would be as follows
Portion for Retail Individual Bidders* 0.01 % of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders* 0.01 % of the Amount Allotted* (plus applicable taxes)
91*Amount allotted is the product of the number of Equity Shares Allotted and the Issue Price. The selling commission payable to
the SCSBs will be determined on the basis of the bidding terminal ID as captured in the Bid Book of stock exchange.
• No uploading/ processing fees shall be payable by our Company to the SCSBs on the applications directly procured by them.
Processing fees payable to the SCSBs on the portion for Retail Individual Applicants and Non-Institutional Applicants which are
procured by the members of the Syndicate/ sub-Syndicate/ Registered Broker/ CRTAs/ CDPs and submitted to SCSB for blocking,
would be as follows:
Portion for Retail Individual Bidders ₹ 10 per valid Bid cum Application Form (plus applicable taxes)
Portion for Non-Institutional Bidders ₹ 10 per valid Bid cum Application Form (plus applicable taxes)
Notwithstanding anything contained above the total processing fee payable under this clause will not exceed ₹1 lakh (plus
applicable taxes) and in case if the total processing fees exceeds ₹ 1 lakh (plus applicable taxes) then processing fees will be paid
on pro-rata basis.
• The processing fees for applications made by Retail Individual Applicants using the UPI Mechanism would be as follows:
Members of the Syndicate/ RTAs/ ₹ 10 per valid application (plus applicable taxes)
CDPs (uploading charges)
₹ 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,
Sponsor Bank
NPCI and such other parties as required in connection with the performance of its duties
under the SEBI circulars, other agreements and other applicable laws.
*For each valid application by respective Sponsor Bank
Notwithstanding anything contained above in this clause the total Uploading charges/ Processing fees payable to Members of the
Syndicate/ RTAs/ CDPs for applications made by RIIs (up to ₹2,00,000), Non-Institutional Applicants (for an amount more than
₹ 2,00,000 and up to ₹ 5,00,000) using the UPI Mechanism and in case if the total uploading charges/ processing fees exceeds
Rs 1 lakh (plus applicable taxes) then uploading charges/ processing fees using UPI Mechanism will be paid on pro-rata basis.
• Selling commission on the portion for Retail Individual Applicants and Non-Institutional Applicants which are procured by
members of the Syndicate (including their sub-Syndicate Members), Registered Brokers, CRTAs and CDPs or for using 3-in-1 type
accounts-linked online trading, demat & bank account provided by some of the Registered Brokers which are Members of the
Syndicate (including their Sub-Syndicate Members) would be as follows:
Portion for Retail Individual Bidders 0.01 % of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders 0.01 % of the Amount Allotted* (plus applicable taxes)
*Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price.
Uploading charges payable to Members of the Syndicate (including their sub-Syndicate Members), CRTAs and CDPs on the
applications made by RIBs using 3-in-1 accounts and Non-Institutional Applicants which are procured by them and submitted to
SCSB for blocking or using 3-in-1 accounts, would be as follows: ₹10 plus applicable taxes, per valid application bid by the
Syndicate (including their sub-Syndicate Members), CRTAs and CDPs.
• Bidding charges payable to the Registered Brokers, CRTAs/ CDPs on the portion for RIBs and Non-Institutional Applicants which
are directly procured by the Registered Brokers or CRTAs or CDPs and submitted to SCSB for processing, would be as follows:
Portion for Retail Individual Bidders* ₹ 10 per valid application (plus applicable taxes)
Portion for Non-Institutional Bidders* ₹ 10 per valid application (plus applicable taxes)
*Based on valid applications
Notwithstanding anything contained above the total uploading/ bidding charges payable under this clause will not exceed Rs.1
lakh (plus applicable taxes) and in case if the total uploading/ bidding charges exceeds Rs 1 lakh (plus applicable taxes) then
uploading charges will be paid on pro-rata basis.
• The Selling Commission payable to the Syndicate/ Sub-Syndicate Members will be determined on the basis of the application form
number/ series, provided that the application is also bid by the respective Syndicate/ Sub-Syndicate Member. For clarification, if
a Syndicate ASBA application on the application form number/ series of a Syndicate/ Sub-Syndicate Member, is bid by an SCSB,
92the Selling Commission will be payable to the SCSB and not the Syndicate/ Sub-Syndicate Member. Bidding Charges payable to
members of the Syndicate (including their sub-Syndicate Members), CRTAs and CDPs on the portion for RIBs and Non-
Institutional Applicants which are procured by them and submitted to SCSB for blocking, would be as follows: ₹10 plus applicable
taxes, per valid application bid by the Syndicate (including their sub-Syndicate Members), CRTAs and CDPs.
• The selling commission and bidding charges payable to Registered Brokers the CRTAs and CDPs will be determined on the basis
of the bidding terminal ID as captured in the Bid Book of BSE.
• All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement
and/or Escrow and Sponsor Bank Agreement. Further, the processing fees for applications made by UPI Applicants 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/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.
APPRAISAL
None of the objectives have been appraised by any bank, financial institution, or independent third-party organization. Our
company’s funding needs and the allocation of Issue proceeds are presently based on available quotations and management's
estimates. The company's funding needs are influenced by various factors beyond our management’s control, including
fluctuations in interest rates, shifts in our financial condition, and the current commercial condition of our business. These
requirements are also subject to change in light of changes in external circumstances or in our financial condition, business or
strategy.
SHORTFALL OF FUNDS
Any shortfall in meeting the fund requirements will be met by way of internal accruals and or unsecured loans.
BRIDGE LOANS
Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Red Herring Prospectus,
which are proposed to be repaid from the Net Proceeds.
MONITORING OF UTILIZATION OF FUNDS
Since the proceeds from the Issue do not exceed ₹5,000 lakhs, in terms of Regulation 262 of the SEBI ICDR regulations, our
Company is not required to appoint a monitoring agency for the purposes of this Issue. Our Board and Audit Committee will
monitor the utilization of the proceeds of the Issue. Our Company will disclose the utilization of the Net Proceeds under a separate
head in our balance sheet along with the relevant details, for all such amounts that have not been utilized. Our Company will
indicate investments, if any, of unutilized Net Proceeds in the balance sheet of our Company for the relevant Financial Years
subsequent to receipt of listing and trading approvals from the Stock Exchange.
Pursuant to the SEBI Listing Regulations, our Company shall disclose to the Audit Committee of the Board of Directors the uses
and applications of the Net Proceeds. Our Company shall prepare a statement of funds utilized for purposes other than those stated
in this Red Herring Prospectus and place it before the Audit Committee of the Board of Directors, as required under applicable
law. Such disclosure shall be made only until such time that all the Net Proceeds have been utilized in full. The statement shall
be certified by the statutory auditor of our Company. Furthermore, in accordance with the Regulation 32(1) of the SEBI Listing
Regulations, our Company shall furnish to the Stock Exchange on a half yearly basis, a statement indicating (i) deviations, if any,
in the utilization of the proceeds of the Issue from the objects of the Issue as stated above; and (ii) details of category wise
variations in the utilization of the proceeds from the Issue from the objects of the Issue as stated above.
INTERIM USE OF PROCEEDS
Pending utilization of the Issue proceeds of the Issue for the purposes described above, our Company will deposit the Net Proceeds
with scheduled commercial banks included in schedule II of the RBI Act and as per applicable law.
93Our Company confirms that it shall not use the Net Proceeds for buying, trading or otherwise dealing in shares of any listed
company or for any investment in the equity markets or investing in any real estate product or real estate linked products as per
applicable law.
VARIATION IN OBJECT
In accordance with Section 13(8) and Section 27 of the Companies Act, 2013 and applicable rules, our Company shall not vary
the objects of the Issue without our Company being authorized to do so by the Shareholders by way of a special resolution through
postal ballot. In addition, the notice issued to the Shareholders in relation to the passing of such special resolution (the “Postal
Ballot Notice”) shall specify the prescribed details as required under the Companies Act and applicable rules. The Postal Ballot
Notice shall simultaneously be published in the newspapers, one in English and one in the vernacular language of the jurisdiction
where the Registered Office is situated. Our Promoters 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, at such price, and in such manner, as may be prescribed
by SEBI, in this regard.
OTHER CONFIRMATIONS
There are no material existing or anticipated transactions with our Promoter, our Directors, our Company’s key Managerial
personnel and Group Companies, in relation to the utilization of the Net Proceeds. No part of the proceeds of the Issue will be
paid by us to the Promoter and Promoter Group, Group Companies, the Directors, associates or Key Management Personnel,
except in the normal course of business and in compliance with applicable law.
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94BASIS FOR ISSUE PRICE
The Price Band and the Issue Price will be determined by our Company in consultation with the BRLM, on the basis of assessment
of market demand for the Equity Shares issued through the Book Building Process and on the basis of quantitative and qualitative
factors as described below. The face value of the Equity Shares is Rs 5 each and the Issue Price is [●] times of the face value of
the Equity Shares, and the Floor Price is [●] times of the face value of the Equity Shares and the Cap Price is [●] times of the
face value of the Equity Shares. Bidders should also see “Risk Factors”, “Business Overview”, “Summary of Financial
Information”, “Restated Financial Information”, and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 28, 119, 50, 209 ,209 and 270, respectively, to have an informed view before making an
investment decision.
QUALITATIVE FACTORS
Some of the qualitative factors and our strengths allow us to successfully compete in the industry and which form the basis for
the Issue Price are:
• Wide Range of Seeds and its Variants
• Integrated Seed processing unit with warehouse facility in one premise:
• Led by an experienced promoter and supported by a skilled management team
• Research and development capabilities
• Diversified Locations
For a detailed discussion on the qualitative factors which form the basis for computing the price, please refer to sections titled
“Business Overview” on page no. 119 of this Red Herring Prospectus.
QUANTITATIVE FACTORS
The information presented below relating to our Company is based on the Restated Financial Statements. For details, please refer
section titled “Financial Information” on page no. 209 of this Red Herring Prospectus.
Some of the quantitative factors which may form the basis for calculating the Issue Price are as follows:
a. Basic & Diluted Earnings per share (EPS) (Face value of ₹ 5/- Each):
As per the Restated Financial Statements:
Sr. No F.Y. Basic & Diluted (₹) Weights
1. Financial Year ended March 31, 2023 1.65 1
2. Financial Year ended March 31, 2024 2.68 2
3. Financial Year ended March 31, 2025 5.32 3
Weighted Average 3.83 6
Stub Period Ended September 30, 2025 4.35 -
*Not Annualized
Notes:
• Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each
year/ Total of weights.
• The figures disclosed above are based on the Restated Financial Statements of the Company.
• The face value of each Equity Share is Rs 5.00/-.
• Earnings per Share has been calculated in accordance with Accounting Standard 20 – “Earnings per Share” issued by the
Institute of Chartered Accountants of India.
• Basic Earnings per Share = Net Profit/ (Loss) after tax, as restated attributable to equity shareholders/ Weighted average
number of Equity shares outstanding during the year/ period.
• Diluted Earnings per Share = Net Profit/ (Loss) after tax, as restated attributable to equity shareholders/ Weighted average
number of diluted potential equity shares outstanding during the year/ period.
95b. Price Earning (P/E) Ratio in relation to the Issue Price ₹ [●] per Equity Share of Face Value of ₹ 5/- each fully paid
up:
P/E Ratio at Floor P/E Ratio at Cap
Particulars
Price (in times) * Price (in times) *
P/E ratio based on the Basic & Diluted EPS, as restated for period ending March 31,
[●] [●]
2025
P/E ratio based on the Weighted Average EPS, as restated. [●] [●]
*The details shall be provided post the fixing of price band by our Company at the stage of Red Herring Prospectus or the filing
of pre-issue and price band advertisement.
Based on the peer group information (excluding our Company) given below in this section:
Industry P/E Ratio* (P/E) Ratio
Highest 124.10
Lowest 6.40
Industry Average 65.25
*We have mentioned peers which falls in the seed industry for broad comparative analysis, however there may be distinctions in
the product portfolios between our company and those of our peers.
Note:
• P/E Ratio of Vishwas Agri Seeds Limited is taken from official website of NSE as on 20.11.2025.
• P/E Ratio of Dhanlaxmi Crop Science Limited is taken from official website of NSE as on 20.11.2025
• The industry high and low has been considered from the industry peer set provided later in this section.
c. Return on Net worth (RoNW)
Sr. No Period RONW (%) Weights
1 Financial Year ended March 31, 2023 29.57% 1
2 Financial Year ended March 31, 2024 40.46% 2
3 Financial Year ended March 31, 2025 44.54% 3
Weighted Average 40.69% 6
Stub Period Ended September 30, 2025* 26.92% -
Note:
• The figures disclosed above are based on the Restated Financial Statements of the Company.
• The RoNW has been computed by dividing restated net profit after tax (excluding preference dividend (if any)) with restated
Net worth as at the end of the year.
• Weighted average = Aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e. (RoNW x Weight) for
each year/ Total of weights.
d. Net Asset Value (NAV) per Equity Share:
Sr. No. NAV per Equity Share* (Amount in Rs)
1. As on March 31, 2023 5.56
2. As on March 31, 2024 6.63
3. As on March 31, 2025 11.95
4. As on September 30, 2025 16.35
5. NAV per Equity Share after the Issue [●]
6. Issue Price [●]
*The above NAV has been calculated based on number of shares outstanding at the end of the respective year.
96Notes:
• The figures disclosed above are based on the Restated Financial Statements of the Company.
• NAV per share=Restated Net worth at the end of the year divided by number of equity shares outstanding at the end of
the year
• Net worth is computed as the sum of the aggregate of paid-up equity share capital, all reserves created out of the profits,
securities premium account received in respect of equity shares and debit or credit balance of profit and loss account.
• Issue Price per Equity Share will be determined by our Company in consultation with the Book Running Lead Manager.
e. Comparison of Accounting Ratios with Industry
Current Revenue from
Face EPS (Basic/
Name of Company Market PE Ratio RONW NAV (₹) Operation (₹ in
Value (₹) Diluted)
Price (₹) lakhs)
Unisem Agritech Limited [●] 5 4.35 [●] 26.92% 16.30 5,133.79
Peer Group
Vishwas Agri Seeds
42.90 10 1.9 6.40 3.68% 51.69 5,742.25
Limited
Upsurge Seeds of
155.35 10 3.60 - 4.45% 80.80 4,683.94
Agriculture Limited
Dhanlaxmi Crop Science
34.95 10 2.84 124.10 9.17% 30.97 2,879.21
Limited
Notes:
• P/E Ratio and Current Market Price of Vishwas Agri Seeds Limited, Upsurge Seeds of Agriculture Limited and
Dhanlaxmi Crop Science Limited is taken from the official website of NSE as on 20.11.2025.
• The details of the peers, Vishwas Agri Seeds Limited, and Dhanlaxmi Crop Science Limited, such as face value, EPS and
Revenue from Operation have been taken from official website of NSE for period of ended September 30,2025.
• The details of the peer, Upsurge Seeds of Agriculture Limited, such as face value, EPS and Revenue from Operation
have been taken from company website for period of ended September 30,2025.
• NAV and RONW of the peers are calculated based on the financial data present on the NSE and Official website of the
company for the period ended 30.09.2025
• The details of our company have been taken as per the restated financial statements of the company dated 30.09.2025
• The face value of Equity Shares of our Company is ₹ 5/- per Equity Share
f. Key Financial and Operational Performance Indicators (KPIs)
Financial Key Performance Indicators
Key Performance Indicators (KPIs) are imperative to the Financial and Operational performance evaluation of the company.
However, KPIs disclosed below shall not be considered in isolation or as substitute to the Restated Financial Statements. In
the opinion of our Management the KPIs disclosed below shall be supplementary tool to the investor for evaluation of the
company.
The KPIs disclosed below have been approved by a resolution of our Audit Committee dated 20.11.2025 and the members of
the Audit Committee have verified the details of all KPIs pertaining to our Company. Issuer Company in consultation with
the Book Running Lead Manager may make disclosure of any other relevant and material KPIs of the business of the Issuer
Company as it deems appropriate that have a bearing for arriving at the basis for issue price.
The KPIs disclosed below have been approved by our Statutory Auditors M/s. S K S V M & Co, dated 20.11.2025. Further,
the firm has confirmed that there are no KPIs pertaining to our Company that have been disclosed to any investors at any
point of time during the three years period prior to the date of filing of this Red Herring Prospectus.
97The KPIs of our Company have been disclosed in the sections titled “Business Overview” on page no. 119. We have described
and defined the KPIs as applicable in “Definitions and Abbreviations” on page no. 2.
Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at least once
in a year (or any lesser period as determined by the Board of our Company), for a duration of one year after the date of listing
of the Equity Shares on the Stock Exchange or till the complete utilisation of the proceeds of the Fresh Issue as per the
disclosure made in the Objects of the Issue, whichever is later or for such other duration as may be required under the SEBI
ICDR Regulations, 2018. Further, the ongoing KPIs will continue to be certified by a member of an expert body as required
under the SEBI ICDR Regulations, 2018.
Set forth below are KPIs which have been used historically by our Company to understand and analyse the business
performance, which in result, help us in analysing the growth of various verticals of the Company that have a bearing for
arriving at the Basis for the Issue Price.
Key metrics like growth, EBITDA Margin, PAT Margin and few ratios are monitored on a periodic basis for
evaluating the overall performance of the company:
(₹ In Lakhs except percentages and ratios)
For the period ended on For the period ended March 31
Key Financial Performance
September 30, 2025 2025 2024 2023
Revenue from operations (1) 5,133.79 6,907.75 6,113.88 4,691.15
Growth in Revenue from Operations (%) (2) - 12.98% 30.33% -
EBITDA (3) 589.70 710.02 402.66 269.09
EBITDA Margin (4) 11.49% 10.28% 6.59% 5.74%
PAT (5) 349.58 427.41 215.32 132.15
PAT Margin (6) 6.81% 6.19% 3.52% 2.82%
RoE (%) (7) 30.81% 57.30% 43.98% 25.89%
RoCE (%) (8) 18.06% 38.89% 33.73% 23.00%
Debt to Equity Ratio (9) 1.94 1.24 1.15 1.30
Notes:
(1) Revenue from operation means revenue from sales, service and other operating revenues
(2) Growth in Revenue from Operations (%) is calculated as a percentage of 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 + Finance Cost - Other Income
(4) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations
(5) PAT is calculated as Profit before tax – Tax Expenses
(6) PAT Margin is calculated as PAT for the period/ year divided by revenue from operations.
(7) Return on Equity is ratio of Profit after Tax and Average Shareholder Equity
(8) ROCE means return on capital employed, which represents EBIT (Earnings before Interest and Tax) during the relevant
year as a percentage of capital employed. Capital employed is the total of all types of capital, other equity, short-term
borrowing and long-term borrowing.
(9) Debt-equity ratio is calculated by dividing total debt by total equity. Total debt represents long term and short-term
borrowings. Total equity is the sum of equity share capital and other equity.
Explanation for KPI metrics:
KPI Explanations
Revenue from Operations is used by our management to track the revenue profile of the business and
Revenue from Operations
in turn helps to assess the overall financial performance of our Company and volume of our business
Growth in Revenue from Revenue Growth Rate informs the management of annual growth rate in revenue of the company on
Operations (%) consideration to the previous period
EBITDA EBITDA provides information regarding the operational efficiency of the business
98EBITDA Margin (%) is an indicator of the operational profitability and financial performance of our
EBITDA Margin (%)
business
PAT Profit after tax provides information regarding the overall profitability of the business.
PAT Margin (%) PAT Margin (%) is an indicator of the overall profitability and financial performance of our business.
RoE (%) RoE provides how efficiently our Company generates profits from shareholders’ funds.
RoCE provides how efficiently our Company generates earnings from the capital employed in the
RoCE (%)
business.
Debt to Equity Ratio The debt-to-equity ratio is used to assess the extent to which a company relies on debt to finance its
operations relative to the equity provided by shareholders.
There were no KPIs pertain to the issuer company have been disclosed to investors at any point of time during the three years
preceding to the date of the filing of this Red Herring Prospectus.
Operational Key Performance Indicators
There are no operational Key Performance Indicators of the company.
Set forth the description of historic use of the KPIs by our Company to analyse, track or monitor the operational and/ or
financial performance of our Company.
For evaluation our business, we consider that the KPIs, as presented above, as additional measures to review and assess our financial
and operating performance. These KPIs have limitations as analytical tools and presentation of these KPIs should not be considered
in isolation or as a substitute for the Restated Financial Information.
Further, these KPIs may differ from the similar information used by other companies, including peer companies, and hence their
comparability may be limited. Although these KPIs are not a measure of performance calculated in accordance with applicable
accounting standards, it provides an additional tool for investors to use our operating results and trends and in comparing our
financial results with other companies in our industry as it provides consistency and comparability with past financial performance.
Set forth below are the details of comparison of key financial performance of indicators with our listed industry peer:
(Rs in Lakhs except percentages)
Unisem Agritech Limited* Vishwas Agri Seeds Limited
Key Financial
September September FY FY
Performance FY 2025 FY 2024 FY 2023 FY 2025**
30, 2025 30, 2025*** 2024** 2023**
Revenue from
5,133.79 6,907.75 6,113.88 4,691.15 5,746.80 10,228.18 7,477.12 6,254.06
operations (1)
Growth in Revenue
from Operations (%) - 12.98% 30.33% - - 36.79% 19.56% 0.70%
(2)
EBITDA (3) 589.70 710.02 402.66 269.09 546.61 1,377.657 1,153.80 809.19
EBITDA Margin (4) 11.49% 10.28% 6.59% 5.74% 9.51% 13.47% 15.43% 12.94%
PAT (5) 349.58 427.41 215.32 132.15 189.97 670.80 601.45 541.76
PAT Margin (6) 6.81% 6.19% 3.52% 2.82% 3.31% 6.56% 8.04% 8.66%
RoE (%) (7) 30.81% 57.30% 43.98% 25.89% 3.74% 13.98% 19.86% 56.59%
RoCE (%) (8) 18.06% 38.89% 33.73% 23.00% 4.90% 13.50% 17.11% 33.11%
Debt to Equity Ratio
1.94 1.24 1.15 1.30 0.76 0.85 0.48 1.34
(9)
*The Financial Information is taken from the restated financial statement of our company.
**The financial figures for FY 2023, 2024 and 2025 has been taken from Audited Financials of the peer company.
***The financial figures for stub period ending September 30, 2025 are taken from the website of NSE.
99(Rs in Lakhs except percentages)
Unisem Agritech Limited* Upsurge Seeds of Agriculture Limited
Key Financial
September September FY
Performance FY 2025 FY 2024 FY 2023 FY 2025** FY 2024**
30, 2025 30, 2025*** 2023**
Revenue from
5,133.79 6,907.75 6,113.88 4,691.15 4,683.94 13,679.33 13,294.84 8,291.04
operations (1)
Growth in Revenue
- 12.98% 30.33% - - 2.89% 60.35% 9.61%
from Operations (%) (2)
EBITDA (3) 589.70 710.02 402.66 269.09 592.77 1,483.71 1,342.49 825.54
EBITDA Margin (4) 11.49% 10.28% 6.59% 5.74% 12.66% 10.85% 10.10% 9.96%
PAT (5) 349.58 427.41 215.32 132.15 253.86 849.43 725.19 475.99
PAT Margin (6) 6.81% 6.19% 3.52% 2.82% 5.42% 6.21% 5.45% 5.74%
RoE (%) (7) 30.81% 57.30% 43.98% 25.89% 4.55% 16.93% 15.79% 12.28%
RoCE (%) (8) 18.06% 38.89% 33.73% 23.00% 5.03% 12.09% 7.65% 5.44%
Debt to Equity Ratio (9) 1.94 1.24 1.15 1.30 0.72 1.00 1.04 1.26
* The Financial Information is taken from the restated financial statement of our company.
** The financial figures for FY 2023, 2024 and 2025 has been taken from Audited Financials of the company of the peer.
***The financial figures for stub period ending September 30, 2025 are taken from the financials results uploaded by the peer
company on its website.
(Amount in lakhs, except percentages)
Unisem Agritech Limited* Dhanlaxmi Crop Science Limited
Key Financial
September September FY FY
Performance FY 2025 FY 2024 FY 2023 FY 2025**
30, 2025 30, 2025*** 2024** 2023**
Revenue from operations
5,133.79 6,907.75 6,113.88 4,691.15 2,879.21 12,930.05 6,371.03 4,661.07
(1)
Growth in Revenue from
- 12.98% 30.33% - - 102.95% 36.69% 31.55%
Operations (%) (2)
EBITDA (3) 589.70 710.02 402.66 269.09 693.26 1,233.033 688.00 447.29
EBITDA Margin (4) 11.49% 10.28% 6.59% 5.74% 24.08% 9.54% 10.80% 9.60%
PAT (5) 349.58 427.41 215.32 132.15 463.58 867.97 467.82 305.93
PAT Margin (6) 6.81% 6.19% 3.52% 2.82% 16.10% 6.71% 7.34% 6.56%
RoE (%) (7) 30.81% 57.30% 43.98% 25.89% 9.61% 27.98% 33.84% 26.50%
RoCE (%) (8) 18.06% 38.89% 33.73% 23.00% 10.82% 23.37% 38.48% 31.33%
Debt to Equity Ratio (9) 1.94 1.24 1.15 1.30 0.22 0.16 0.06 1.17
* The Financial Information is taken from the restated financial statement of our company.
** The financial figures for FY 2023, 2024 and 2025 has been taken from Audited Financials of the company of the peer.
Notes:
(1) Revenue from operation means revenue from sales, service and other operating revenues
(2) Growth in Revenue from Operations (%) is calculated as a percentage of 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 + Finance Cost - Other Income
(4) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations
(5) PAT is calculated as Profit before tax – Tax Expenses
(6) PAT Margin is calculated as PAT for the period/year divided by revenue from operations.
(7) Return on Equity is ratio of Profit after Tax and Shareholder Equity
(8) ROCE means return on capital employed, which represents EBIT (Earnings before Interest and Tax) during the relevant
year as a percentage of capital employed. Capital employed is the total of all types of capital, other equity, short-term
borrowing and long-term borrowing.
(9) Debt- equity ratio is calculated by dividing total debt by total equity. Total debt represents long term and short-term
borrowings. Total equity is the sum of equity share capital and other equity.
100g. Weighted average cost of acquisition
• The Price per share of our Company based on the primary/ new issue of shares (equity/ convertible securities).
The details of issuance of Equity Shares or convertible securities, excluding shares issued under issuance of bonus shares
and subdivision of shares, during the 18 months preceding the date of this Red Herring Prospectus, where such issuance
is equal to or more than 5% of the fully diluted paid-up share capital of the Company (calculated based on the pre-issue
capital before such transaction(s)), in a single transaction or multiple transactions combined together over a span of 30
days, are as follows:
There has been no issuance of Equity Shares during the 18 months preceding the date of this Red Herring Prospectus,
except the split of shares as disclosed.
• The price per share of our Company based on the secondary sale/ acquisition of shares (equity/ convertible
securities).
The details of secondary sale/ acquisition of whether equity shares or convertible securities, where the promoter,
members of the promoter group, selling shareholders, or shareholder(s) having the right to nominate director(s) in the
board of directors of the Company are a party to the transaction (excluding gifts), during the 18 months preceding the
date of this Red Herring Prospectus, where either acquisition or sale is equal to or more than 5% of the fully diluted paid
up share capital of the Company (calculated based on the pre-issue capital before such transaction(s) and excluding
employee stock options granted but not vested), in a single transaction or multiple transactions combined together over
a span of rolling 30 days, are as follows:
There has been no transfer of Equity Shares during the 18 months more than 5% of the fully diluted paid up share capital
of the Company preceding the date of this Red Herring Prospectus.
• Price per share based on the last five primary or secondary transactions;
Since there are No such transactions to report to under (a) and (b) above, therefore, information based on last 5 primary
or secondary transactions (secondary transactions where Promoters/ Promoter Group entities or Selling Shareholder or
shareholder(s) having the right to nominate director(s) in the Board of our Company, are a party to the transaction) not
older than 3 years prior to the date of this Red Herring Prospectus irrespective of the size of transactions, is given below:
o Primary Transaction
Bonus Issue in the ratio of 3:5
Date of Issue Nature of Allotment Name of Person Number of shares allotted Issue Price
H N Devakumar 3,61,440
B H Devasinghnaik 3,61,440
09.03.2023 Bonus Issue Dharanendra H Gouda 60,240 NIL
Ramalingam Venkataramana 3,61,440
Anil K N 3,61,440
Total 15,06,000
Sub-division of shares from Rs 10 per share to Rs 5 share
Date of Split Nature of Transaction Name of Allottees No. of Equity Shares Issue Price
H N Devakumar 9,63,816
B H Devasinghnaik 9,63,816
Sub division of shares from Dharanendra H Gouda 1,60,636
11.02.2025 Rs 10 per share to Rs 5 per Ramalingam Venkataramana 9,63,816 NIL
share Anil K N 9,63,816
Kavita S Davanageri 50
Shivakumar S Hiremath 50
Total 40,16,000
101o Secondary Transaction
Number Transfer value Total
Sr. Date of
Name of Transferor Name of Transferee of per share Consideration
No transfer
Shares (INR) (INR)
1 08.02.2025 H N Devakumar Shivakumar S Hiremath 24 16 384
2 08.02.2025 B H Devasinghnaik Shivakumar S Hiremath 24 16 384
3 08.02.2025 Dharanendra H Gouda Shivakumar S Hiremath 2 16 32
4 08.02.2025 Dharanendra H Gouda Kavita S Davanageri 2 16 32
5 08.02.2025 Ramalingam Venkataramana Kavita S Davanageri 24 16 384
6 08.02.2025 Anil K N Kavita S Davanageri 24 16 384
Total 100 16 1,600
WEIGHTED AVERAGE COST OF ACQUISITION 16
Cumulative weighted average price of shares is as follows:
Weighted Average Price* (in ₹ per
Sr. No. Name of the shareholders Total No. of Equity Shares
equity share)
1. H N Devakumar 19,27,632 3.12
2. B H Devasinghnaik 19,27,632 3.12
3. Dharanendra H Gouda 3,21,272 3.12
4. Ramalingam Venkataramana 19,27,632 3.12
5. Anil K N 19,27,632 3.11
6. Kavita S Davanageri 100 8.00
7. Shivakumar S Hiremath 100 8.00
*Weighted average price per share is calculated, post adjusting corporate actions like split and bonus done by the company.
Weighted average cost of acquisition & Issue price:
Weighted average cost
Issue price ₹ [●]
Types of transactions of acquisition per
*
Equity Shares (₹)
Weighted average cost of acquisition for last 18 months for primary/ new issue of N.A. N.A.
shares (equity/ convertible securities), excluding shares issued under an employee
stock option plan/ employee stock option scheme and issuance of bonus shares,
during the 18 months preceding the date of filing of this Red Herring Prospectus,
where such issuance is equal to or more than five per cent of the fully diluted paid-
up share capital of our Company (calculated based on the pre-issue capital before
such transaction/s and excluding employee stock options), in a single transaction or
multiple transactions combined together over a span of rolling 30 days.
Weighted average cost of acquisition for last 18 months for secondary sale/ N.A. N.A.
acquisition of shares equity/ convertible securities), where promoter/ promoter
group entities or Selling Shareholder or shareholder(s) having the right to nominate
director(s) in our Board are a party to the transaction (excluding gifts), during the
18 months preceding the date of filing of this Red Herring Prospectus, where either
acquisition or sale is equal to or more than 5% of the fully diluted paid-up share
capital of our Company (calculated based on the pre-issue capital before such
transaction(s) and excluding employee stock options granted but not vested), in a
single transaction or multiple transactions combined together over a span of rolling
30 days.
Except as disclosed, since there were no secondary transactions of equity shares of 16 [●] times *
our Company during the 18 months preceding the date of filing of this Red Herring
Prospectus, which are equal to or more than 5% of the fully diluted paid-up share
102capital of our Company, the information has been disclosed for price per share of
our Company based on the last five secondary transactions where promoter/
promoter group entities or Selling Shareholder or shareholder(s) having the right to
nominate director(s) on our Board, are a party to the transaction, not older than three
years prior to the date of filing of this Red Herring Prospectus irrespective of the
size of the transaction.
*The details shall be provided post the by our Company at the stage of Prospectus or the filing of price advertisement.
Justification for Issue Price
a. The following provides an explanation to the Issue Price/ Cap Price being [●] times of weighted average cost of acquisition
of Equity Shares that were issued by our Company or acquired or sold by our Promoter, the members of our Promoter Group
by way of primary and secondary transactions in the last eighteen months preceding the date of this Red Herring Prospectus
compared to our Company’s KPIs and financial ratios for the Fiscals 2025, 2024 and 2023.
[●]*To be included on finalisation of Price Band
b. The following provides an explanation to the Issue Price/ Cap Price being [●] times of weighted average cost of acquisition
of Equity Shares that were issued by our Company or acquired by our Promoter, the members of our Promoter Group by
way of primary and secondary transactions in the last eighteen months preceding the date of this Red Herring Prospectus in
view of external factors, if any, which may have influenced the pricing of the Issue.
[●]*To be included on finalisation of Price Band
The Issue price is [●] times of the face value of the Equity Shares
The Issue Price of ₹ [●] will be determined by our Company, in consultation with the Book Running Lead Manager, on the basis
of assessment of market demand from investors for Equity Shares through the Book Building Process and is justified in view of
the above qualitative and quantitative parameters.
Investors should read the above-mentioned information along with “Risk Factors”, “Business Overview”, “Summary of
Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on pages 28, 119, 50 and 270, respectively, to have a more informed view. The trading price of the Equity Shares
could decline due to the factors mentioned in the “Risk Factors” on page 28 and you may lose all or part of your investments.
(The remainder of this page has been intentionally left blank)
103STATEMENT OF SPECIAL TAX BENEFIT
To,
The Board of Directors,
Unisem Agritech Limited
RS No. 11B/2A/4, Magoda Village, Near KSRTC Bus Depot,
Ranebennur, Haveri, Ranebennur, Karnataka, India, 581115
Dear Sir,
Subject - Statement of Special Tax Benefits (“the statement”) available to Unisem Agritech Limited (“the Company”), its
shareholder prepared in accordance with the requirement in point no. 9 (l) of part a of Schedule VI to the Securities
Exchange Board of India (Issue of Capital Disclosure Requirements) Regulations, 2018.
1. We hereby confirm that the enclosed Annexures , prepared by Unisem Agritech Limited ('the Company'), which provides the
Special tax benefits under direct tax and indirect tax laws presently in force in India, including the Income-tax Act, 1961, 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, respective State Goods and Services Tax Act, 2017, Customs Act, 1962 and the Customs Tariff Act,
1975 (collectively the “Taxation Laws”), the rules, regulations, circulars and notifications issued thereon, as applicable to
assessment year 2025-26 and relevant to the financial year 2024-25, available to the Company and its shareholders. Several
of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant
provisions of the Taxation Laws. Therefore, the ability of the Company and or its shareholders to derive the tax benefits is
dependent upon their fulfilling such conditions which, based on business imperatives the Company faces in the future, the
Company or its shareholders may or may not choose to fulfil.
2. This statement of possible special tax benefits is required as per Schedule VI (Part A) (9) (L) of the Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (‘SEBI ICDR Regulations’).
While the term ‘special tax benefits’ has not been defined under the SEBI ICDR Regulations, it is assumed that with respect
to special tax benefits available to the Company, its shareholders and its Associate Company and the same would include
those benefits as enumerated in the statement. The benefits discussed in the enclosed statement cover the possible special tax
benefits available to the Company, its Shareholders and its Associate Company and do not cover any general tax benefits
available to them. 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.
3. The benefits discussed in the enclosed Annexures are exhaustive and the preparation of the contents stated is the responsibility
of the Company's management. We are informed that these Annexures are only intended to provide information to the
investors and are neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature
of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with
respect to the specific tax implications arising out of their participation in the proposed initial public offering.
4. In respect of non-residents, the tax rates and the consequent taxation shall be further subject to any benefits available under
the applicable Double Taxation Avoidance Agreement, if any, between India and the country in which the non-resident has
fiscal domicile.
5. We do not express any opinion or provide any assurance as to whether:
i. the Company or its shareholders will continue to obtain these benefits in future;
ii. the conditions prescribed for availing the benefits have been met with; and
iii. the revenue authorities’ courts will concur with the views expressed herein.
6. The Content of the enclosed Annexures are based on information, explanations and representations obtained from the
company and on the basis of their understanding of the business activities and operations of the company.
1047. No assurance is given that the revenue authorities/ Courts will concur with the view expressed herein. Our views are based on
existing provisions of law and its implementation, which are subject to change from time to time. We do not assume any
responsibility to updates the views consequent to such changes.
8. We shall not be liable to any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to
this assignment, as finally judicially determined to have resulted primarily from bad faith or intentional misconduct. We will
not be liable to any other person in respect of this statement.
9. This certificate is provided solely for the purpose of assisting the addressee Company in discharging its responsibility under
the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 20I8 for inclusion
in the Draft Prospectus/ Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus in connection with the proposed
offer of equity shares and is not be used, referred to or distributed for any other purpose without our written consent.
For S K S V M & CO
Chartered Accountants
Firm Registration No: 002045
Sd/-
__________________________
CA Shivakumara G V
Membership No: 232286
Place: Bengaluru
Date: 20.11.2025
UDIN: 25232286BMJPBD9809
105ANNEXURE I TO THE STATEMENT OF TAX BENEFITS
The information provided below sets out the possible special tax benefits available to the Company and the Shareholders under the
Taxation Laws presently in force in India. It is not exhaustive or comprehensive and is not intended to be a substitute for
professional advice. Investors are advised to consult their own tax consultant with respect to the tax implications of an investment
in the Equity Shares particularly in view of the 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.
YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE INDIAN TAX IMPLICATIONS AND
CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF EQUITY SHARES IN YOUR PARTICULAR
SITUATION
A. SPECIAL TAX BENEFITS TO THE COMPANY
The Company is not entitled to any special tax benefits under the Taxation Laws.
B. SPECIAL TAX BENEFITS TO THE SHAREHOLDER
The Shareholders of the Company are not entitled to any special tax benefits under the Taxation Laws in respect of their investment
in the company.
C. SPECIAL TAX BENEFITS TO THE SUBSIDIARY COMPANY
Not Applicable since the company does not have any subsidiary.
Note:
1. All the above benefits are as per the current tax laws and will be available only to the sole/ first name holder where the shares
are held by joint holders.
2. This certificate may be relied on by the company, the Lead manager/ Book Running Lead Manager and the Legal Counsel to
the offer. We hereby consent to the extracts of this certificate being used in the Draft Red Herring Prospectus/ Red Herring
Prospectus/ Prospectus of the company in connection with the offer and/or in any other documents in connection with the
offer and/or for submission to the Securities Exchange Board of India, relevant Stock Exchanges and any other authority as
may be required. We further consent to the extracts of this certificate being used for the records to be maintained by the Lead
Manager/ Book Running Lead Manager in connection with the offer and in accordance with applicable laws.
3. We undertake to inform you promptly, in writing of any changes, to the above information until the equity shares commence
trading on the relevant stock exchanges, pursuant to the offer. In the absence of any such communication from us, the above
information should be considered as updated information until the equity shares commence trading on the stock exchanges,
pursuant to the Issue.
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106SECTION V – ABOUT THE COMPANY
INDUSTRY OVERVIEW
The information in this section has been extracted from various websites and publicly available documents from various industry
sources. The data may have been re-classified by us for the purpose of presentation. Neither we nor any other person connected
with the issue has independently verified the information provided in this section. Industry sources and publications, referred to
in this section, generally state that the information contained therein has been obtained from sources generally believed to be
reliable but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured,
and, accordingly, investment decisions should not be based on such information.
GLOBAL ECONOMIC OUTLOOK:
Global Economy Growth: Global growth is stabilizing as inflation nears target levels, and monetary easing supports activity
across advanced and emerging market and developing economies (EMDEs). This is expected to result in a moderate global
expansion of 2.7 percent per year over 2025-26, driven by firming trade and investment. However, this growth remains insufficient
to offset the economic damage caused by successive negative shocks in recent years, with the most vulnerable countries
experiencing particularly severe consequences.
From a long-term perspective, income convergence between EMDEs and advanced economies has weakened over the first quarter
of the twenty-first century. Key downside risks to the outlook include heightened policy uncertainty, adverse trade policy shifts,
escalating geopolitical tensions, persistent inflation, extreme weather events linked to climate change, and slowing growth in
major economies. On the other hand, faster disinflation and stronger demand in key economies could drive higher-than-expected
global activity.
The subdued growth outlook and multiple challenges highlight the urgency of decisive policy action. Globally, efforts must focus
on safeguarding trade, addressing debt vulnerabilities, and combating climate change. National policymakers should prioritize
price stability, enhance tax revenues, and optimize expenditures to ensure fiscal sustainability and finance critical investments.
Additionally, interventions to mitigate conflicts, strengthen human capital, expand labor force inclusion, and tackle food insecurity
will be essential to fostering long-term growth and achieving development goals.
• Source: Global Economic prospectus January 2025 World Bank Report
02
REAL GDP GROWTH (Y-O-Y CHANGE IN %)
12
10
8
6
4
2
0 (The remainder of this page has been intentionally left blank)
-2 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029
-4
-6
-8
India Advanced economies Emerging market and developing economies World
Real GDP growth (Y-o-Y change in %)
Particulars CY CY1 CY2 CY2 CY2 CY2 CY CY25( CY26 CY27 CY28 CY29
18 9 0 1 2 3 24 P) (P) (P) (P) (P)
India 6.5 3.9 -5.8 9.7 7 8.2 7 6.5 6.5 6.5 6.5 6.5
Advanced economies 2.3 1.9 -4 6 2.9 1.7 1.8 1.8 1.8 1.7 1.7 1.7
Emerging market and
developing economies 4.7 3.7 -1.8 7 4 4.4 4.2 4.2 4.2 4 3.9 3.9
World 3.6 2.9 -2.7 6.6 3.6 3.3 3.2 3.2 3.3 3.2 3.1 3.1
• https://www.imf.org/external/datamapper/NGDP_RPCH@WEO/OEMDC/ADVEC/WEOWORLD/IND?year=2029
107Growth in developed Economies: Advanced economies grew by an estimated 1.7 percent in 2024, driven by steady U.S. growth
and a modest recovery in the euro area, though Japan experienced a sharp slowdown. Assuming no major policy shifts, growth is
projected to average 1.7 percent over 2025-26, with modest recoveries in the euro area and Japan offsetting a slowdown in the
United States. While overall growth aligns with previous forecasts, nearly 60 percent of advanced economies are expected to see
weaker activity over 2025-26 than previously anticipated.
• Source: Global Economic prospectus January 2025 World Bank Report
Growth in South Asian Region: Growth in South Asia’s growth is estimated to have slowed to 6 percent in 2024 from 6.6
percent in 2023, primarily due to India’s stabilization from a high base. Excluding India, regional growth picked up to 3.9 percent
in 2024 from 3 percent in 2023, largely driven by economic recoveries in Pakistan and Sri Lanka. These recoveries were supported
by improved macroeconomic policies aimed at addressing past economic difficulties.
In India, growth is projected to decelerate to 6.5 percent in FY2024/25 (April 2024 to March 2025) from 8.2 percent in FY2023/24.
This slowdown is attributed to weaker investment and sluggish manufacturing growth. However, services activity has remained
steady, and agricultural growth has recovered. Private consumption has been resilient, driven by improved rural incomes and a
recovery in agricultural output, though higher inflation and slower credit growth have weighed on urban consumption.
In Bangladesh, political turmoil in mid-2024 negatively impacted economic activity and investor confidence. Growth in
FY2023/24 (July 2023 to June 2024) is estimated at 5 percent, marking a 0.6 percentage point downward revision from earlier
projections. Supply constraints, including energy shortages and import restrictions, weakened industrial activity and fueled price
pressures. High inflation reduced household purchasing power, slowing services sector growth.
Pakistan and Sri Lanka have returned to positive growth after previous contractions. Pakistan’s growth is estimated at 2.5 percent
in FY2023/24 (July 2023 to June 2024), supported by improved agricultural output due to favorable weather conditions and an
industrial rebound following the easing of import controls and reduced political uncertainty after the February election. Sri Lanka’s
GDP is estimated to have expanded by 4.4 percent in 2024, ending two years of economic contraction. Currency stabilization and
lower inflation contributed to faster macroeconomic recovery, boosting industrial and services sector growth beyond earlier
expectations.
• Source: Global Economic prospectus January 2025 World Bank Report
INDIAN ECONOMY OUTLOOK:
Gross Domestic Product (GDP): The real GDP growth rate for FY25 is projected at 6.4% compared to the estimated growth
rate of 8.2% in FY24. These figures highlight the Indian economy's resilience, driven by strong domestic demand, despite rising
global uncertainties that are affecting global economies.
The nation has shifted to a modern economy, demonstrating increased global integration, and exporting a fifth of its output, a
significant rise from one-sixteenth at independence. The demographic transition, marked by a lower infant mortality rate and a
consistent growth in literacy rates, further enhances India's advantageous position. With improved income distribution, heightened
employment rates, and globally competitive social amenity provisions, there is potential for India's per capita GDP to expand in
the next 25 years, mirroring the growth seen in the preceding 75 years.
In the FY25 (Union Budget Estimate), there has been a 11.1% increase in the allocation for capital expenditure, rising from Rs.
10 lakh crore (US$ 120.6 billion) in the previous year (2023-24) to Rs. 11.11 lakh crore (US$ 134 billion). The strong growth of
the Indian economy in the first half of FY24 has surpassed that of major economies, contributing to the reinforcement of
macroeconomic stability.
India's economy outpaced other economies during the first half of FY24, propelled by robust demand and increased investment.
As of October 2024, the annual retail price inflation in India rose to 6.21%, an increase from the previous month 5.49%, beyond
the tolerance band set by the Reserve Bank of India (RBI). The real investment rate during Q2 of FY23, prevailing at a high level
of 34.6%, demonstrates the Government's continued commitment towards asset creation.
Source: https://www.ibef.org/economy/monthly-economic-report (December, 2024)
108• Source: https://mospi.gov.in/dataviz
GOVERNMENT INITIATIVES:
Over the years, the Indian government has introduced numerous initiatives to strengthen the nation's economy. These initiatives
have been designed not only to improve the financial stability of its citizens but also to drive overall economic growth. India's
rapid economic expansion has substantially increased its demand for exports. Several flagship programs, including Make in India,
Start-up India, Digital India, the Smart City Mission, and the Atal Mission for Rejuvenation and Urban Transformation, aim to
create immense opportunities within the country. Some of the recent initiatives taken by the government to improve the economic
condition of the country are detailed below:
a) In July 2024, the Ministry of Finance held the Union Budget and announced that for 2024-25, the total receipts other than
borrowings and the total expenditure are estimated at Rs. 32.07 lakh crore (US$ 383.93 billion) and Rs. 48.21 lakh crore
(US$ 577.16 billion), respectively.
b) In February 2024, the Finance Ministry announced that the total expenditure for the Interim Budget 2024-25 was estimated
at Rs. 47,65,768 crores (US$ 571.64 billion), with capital expenditure accounting for Rs. 11,11,111 crores (US$ 133.27
billion).
c) On January 22, 2024, Prime Minister Narendra Modi launched the 'Pradhan Mantri Suryodaya Yojana', which aims to provide
rooftop solar installations to 1 crore households.
d) On September 17, 2023, Prime Minister Narendra Modi introduced the Central Sector Scheme PM-VISHWAKARMA in
New Delhi. This scheme is designed to provide recognition and comprehensive support to traditional artisans and craftsmen,
enhancing the quality, scale, and reach of their products and integrating them with MSME value chains.
e) The Amrit Bharat Station Scheme, launched on August 6, 2023, aims to transform and revitalize 1309 railway stations across
the nation, with a long-term vision for continuous development.
109f) On June 28, 2023, the Ministry of Environment, Forests, and Climate Change introduced the ‘Draft Carbon Credit Trading
Scheme, 2023’.
g) The Foreign Trade Policy 2023, unveiled on April 1, 2023, aims to create an enabling ecosystem supporting the philosophy
of ‘AtmaNirbhar Bharat’ and ‘Local goes Global’.
h) The Production Linked Incentive (PLI) Scheme for Pharmaceuticals was introduced to enhance India’s manufacturing
capabilities by increasing investment and production in the sector.
i) The Prime Minister’s Development Initiative for the North-East Region (PM-DevINE), announced in the Union Budget
2022-23, has a financial outlay of Rs. 1,500 crores (US$ 182.35 million).
j) On January 1, 2023, Prime Minister Narendra Modi inaugurated the Pradhan Mantri Garib Kalyan Ann Yojana (PMGKAY),
a new food security scheme providing free food grains to Antodaya Ann Yojna (AAY) and Primary Household (PHH)
beneficiaries
k) The Amrit Bharat Station scheme for Indian Railways, formulated on December 29, 2022, envisages the continuous
development of railway stations with a long-term vision.
• Source: https://www.ibef.org/economy/indian-economy-overview (October, 2024)
RECENT DEVELOPMENTS:
India's economy, primarily driven by domestic demand, relies heavily on consumption and investments, which contribute to 70%
of economic activity. As the economy recovers from the Covid-19 pandemic, significant investments and developments have been
made across various sectors. The World Bank emphasizes that India must continue to prioritize reducing inequality while
implementing growth-oriented policies to boost the economy. Recent developments include:
I. Private consumption stood at 62.0% of the GDP in September 2024, compared to 60.4% in the previous quarter. The growth
in the private consumption remained muted mainly due to the factors like subdued monsoon and persistent food inflation.
II. The agricultural sector maintains robust growth, showing positive advancements in Rabi sowing, where the cultivated area
has expanded from 709.09 lakh hectares in 2022-23 to 709.29 lakh hectares in 2023-24 (as on February 1, 2024). To enhance
production and bolster farmers' income, elevated Minimum Support Prices (MSPs) have been declared for the upcoming
Rabi Marketing Season (RMS 2023-24), ranging from 2.0 to 9.1%. The area sown under the Kharif crops also expanded
by 8.9% compared to the same period last year, as of May 10, 2024. Crops like rice, shree anna, coarse cereals, pulses and
oilseeds contributed to this increase, which might lead to rise in the production.
III. The wheat procurement during Rabi Marketing Season (RMS) 2024-25 (till May) was estimated to be 266 lakh metric
tonnes (LMT) and the rice procured in Kharif Marketing Season (KMS) 2024-25 was 400 LMT.
IV. The HSBC Flash India PMI report indicated that business activity surged in April 2024 to its highest level in about 14 years,
with the composite index reaching 62.2. This reflects continuous expansion since August 2021, along with positive job
growth and decreased input inflation, reaffirming India's status as the fastest-growing major economy.
V. As of October 11, 2024, India’s foreign exchange reserves stood at US$ 690.43 billion.
VI. In 1H 2024, India saw a total of US$ 31.5 billion in PE-VC investments.
VII. India secured 39th position out of 133 economies in the Global Innovation Index 2024. India rose from 81st position in
2015 to 39th position in 2024. India ranks 3rd position in the global number of scientific publications.
VIII. In September 2024, the gross Goods and Services Tax (GST) stood at highest monthly revenue collection at Rs. 1.73 lakh
crore (US$ 20.83 billion).
110IX. Between April 2000–June 2024, cumulative FDI equity inflows to India stood at US$ 1,013.45 billion.
X. In August 2024, the overall IIP (Index of Industrial Production) stood at 145.6. The Indices of Industrial Production for the
mining, manufacturing and electricity sectors stood at 125.1, 147.1 and 219.3, respectively.
XI. According to data released by the Ministry of Statistics & Programme Implementation (MoSPI), India’s Consumer Price
Index (CPI) based retail inflation reached 5.49% (Provisional) for September 2024.
XII. Foreign Institutional Investors (FII) inflows between April-July (2023-24) were close to Rs. 80,500 crore (US$ 9.67 billion),
while Domestic Institutional Investors (DII) sold Rs. 4,500 crore (US$ 540.56 million) in the same period. As per depository
data, Foreign Portfolio Investors (FPIs) invested (US$ 13.89 billion) in India during January- (up to 15th July) 2024.
• Source: https://www.ibef.org/economy/indian-economy-overview (October, 2024)
• https://www.ibef.org/economy/monthly-economic-report (December, 2024)
INDIAN MARKET SIZE:
Real GDP or GDP at Constant (2011-12) Prices for the period Q1 2024-25 is estimated at Rs. 43.64 lakh crore (US$ 524 billion),
against the First Revised Estimates (FRE) of GDP for the year Q1 2023-24 of Rs. 40.91 lakh crore (US$ 491 million). The growth
in real GDP during 2023-24 is estimated at 8.2% as compared to 7.0% in 2022-23. There are 113 unicorn startups in India, with
a combined valuation of over US$ 350 billion. As many as 14 tech startups are expected to list in 2024 Fintech sector poised to
generate the largest number of future unicorns in India. With India presently has the third-largest unicorn base in the world. The
government is also focusing on renewable sources by achieving 40% of its energy from non-fossil sources by 2030. India is
committed to achieving the country's ambition of Net Zero Emissions by 2070 through a five-pronged strategy, ‘Panchamrit’.
Moreover, India ranked 3rd in the renewable energy country attractive index.
According to the McKinsey Global Institute, India needs to boost its rate of employment growth and create 90 million non-farm
jobs between 2023 to 2030 in order to increase productivity and economic growth. The net employment rate needs to grow by
1.5% per annum from 2023 to 2030 to achieve 8-8.5% GDP growth between same time periods. India’s current account deficit
(CAD) narrowed to 0.7% of GDP in FY24. The CAD stood at US$ 9.7 billion for the Q1 2024-25 from US$ 8.9 billion in Q1
2023-24 or 1.1% of GDP. This was largely due to decrease in merchandise trade deficit.
Exports fared remarkably well during the pandemic and aided recovery when all other growth engines were losing steam in terms
of their contribution to GDP. Going forward, the contribution of merchandise exports may waver as several of India’s trade
partners witness an economic slowdown. According to Minister of Commerce and Industry, Consumer Affairs, Food and Public
Distribution and Textiles Mr. Piyush Goyal, Indian exports are expected to reach US$ 1 trillion by 2030.
• Source: https://www.ibef.org/economy/indian-economy-overview (October, 2024)
ROAD AHEAD:
In the second quarter of FY24, the growth momentum of the first quarter was sustained, and high-frequency indicators (HFIs)
performed well in July and August of 2023. India's comparatively strong position in the external sector reflects the country's
positive outlook for economic growth and rising employment rates. India ranked 5th in foreign direct investment inflows among
the developed and developing nations listed for the first quarter of 2022.
India's economic story during the first half of the current financial year highlighted the unwavering support the government gave
to its capital expenditure, which, in 2023-24, stood 37.4% higher than the same period last year. In the budget of 2024-25, capital
expenditure took lead by steeply increasing the capital expenditure outlay by 17.1 % to Rs.11 lakh crore (US$ 133.51 billion)
over Rs. 9.48 lakh crore (US$ 113.91 billion) in 2023-24. Stronger revenue generation because of improved tax compliance,
increased profitability of the company, and increasing economic activity also contributed to rising capital spending levels.
Since India’s resilient growth despite the global pandemic, India's exports climbed at the second-highest rate with a year-over-
year (YoY) growth of 8.39% in merchandise exports and a 29.82% growth in service exports till April 2023. With a reduction in
port congestion, supply networks are being restored. The CPI-C inflation reduction from June 2022 already reflects the impact.
In September 2023 (Provisional), CPI-C inflation was 5.02%, down from 7.01% in June 2022. With a proactive set of
administrative actions by the government, flexible monetary policy, and a softening of global commodity prices and supply-chain
bottlenecks, inflationary pressures in India look to be on the decline overall.
• Source: https://www.ibef.org/economy/indian-economy-overview (October, 2024)
111AGRICULTURE AND ALLIED INDUSTRIES OUTLOOK:
Unisem Agritech Limited is a seed production and marketing company offering a diverse range of vegetable seeds to different
farmers. The business operations of the company align closely with the overarching objectives of the agricultural industry. As
Unisem engages in similar business activities, it naturally falls under the agriculture industry
India ranks as the world's second-largest producer of food grains, fruits, and vegetables, and is also the second-largest exporter of
sugar. With the second-largest agricultural land globally, the agriculture sector in India provides employment to nearly half of the
country’s population. Farmers play a crucial role in this sector, ensuring sustenance for the nation. Agriculture serves as the
primary source of livelihood for approximately 55% of India’s population, making India a significant player in the global
agricultural landscape.
Consumer spending in India will return to growth in 2021 post the pandemic-led contraction, expanding by as much as 6.6%. The
Indian food industry is poised for huge growth, increasing its contribution to world food trade every year due to its immense
potential for value addition, particularly within the food processing industry. The Indian food processing industry accounts for
32% of the country’s total food market, one of the largest industries in India and is ranked fifth in terms of production,
consumption, export and expected growth.
Foodgrain production in India touched 330.5 million metric tonnes (MT) in 2022-23 (3rd Advance Estimate). India is the world’s
2nd largest producer of food grains, fruits and vegetables and the 2nd largest exporter of sugar. A total of 521.27 LMT rice has
been anticipated for procurement for the upcoming KMS 2023-24, up from 496 LMT produced during the previous KMS 2022-
23.
• Source: https://www.ibef.org/industry/agriculture-india
• IBEF Agriculture and Allied Industries Industry Report (Aug, 2024)
INDIAN MARKET OUTLOOK:
India's seed industry plays a pivotal role in ensuring national food security and agricultural sustainability. High-quality seeds are
essential for maximizing crop yields and farmer livelihoods. However, seed viability can be significantly impacted during storage
and transportation. Traditional methods, while effective, have limitations.
Seeds are the foundation of agriculture. Their quality directly influences germination rates, plant vigor, and ultimate crop
yield. Deterioration during storage and transportation can significantly compromise these factors. Seed moisture
content, temperature, and exposure to pests and diseases are critical factors impacting viability. Implementing advanced storage
and transportation solutions is crucial to ensure seeds reach farmers in optimal condition.
• Source: Seed Times (May- August, 2024) by the National Seed Association of India Magazine
As per the Second Advance Estimates of National Income, the share of GVA of agriculture and allied sectors in the total economy
in 2022-23 was 18.3%, with a growth rate of 3.3%. The improved performance is also demonstrated by a significant increase in
112agricultural exports, reaching Rs. 4.2 lakh crore (US$ 50.47 billion) in FY23, surpassing the previous year's record. Between April
2000-March 2024, FDI in agriculture services stood at US$ 3.08 billion.
In January 2024, The Ministry of Food Processing Industries has approved the following under the corresponding component
schemes of PMKSY: 41 Mega Food Parks, 399 Cold Chain projects, 76 Agro processing Clusters, 588 Food Processing Units,
61 Creation of Backward & Forward Linkages Projects, and 52 Operation Green projects.
There are 2 major agricultural seasons in India: Kharif and Rabi. Kharif season lasts from April to September (summer) - rice
(paddy) is the season’s main crop and rabi season lasts from October to March (winter) - wheat is the season’s main crop.
Monitoring of rabi crop sowing revealed that as of December 9, 2022, the area sown under rabi crops has increased from 457.80
to 526.27 lakh hectares. Out of 68.47 lakh hectares increase in all rabi crops, the increase in wheat area is 51.85 lakh hectares
from 203.91 to 255.76 lakh hectares. Rabi crop area has from 709.09 lakh hectares in 2022-23 to 709.29 lakh hectares in 2022-
23. As per the Second Advance Estimates for 2023-24, rice is estimated at 1,114.58 lakh tonnes during the kharif season.
• Source: IBEF Agriculture and Allied Industries Report
INDIAN MARKET SIZE:
According to Inc42, the Indian agricultural sector is predicted to increase to US$ 24 billion by 2025. Indian food and grocery
market is the world’s sixth largest, with retail contributing 70% of the sales. As per the First Advance Estimates for 2023-24
(Kharif only), total foodgrain production in the country is estimated at 148.5 million tonnes. Rabi crop area has from 709.09 lakh
hectares in 2022-23 to 709.29 lakh hectares in 2022-23.
In 2022-23 (as per the second advance estimate), India's horticulture output is expected to have hit a record 351.92 million tonnes
(MT), an increase of about 4.74 million tonnes (1.37%) as compared to the year 2021-22. The Agriculture and Allied industry
sector witnessed some major developments, investments, and support from the Government in the recent past. Between April
2000-March 2024, FDI in agriculture services stood at US$ 3.08 billion.
According to the Department for Promotion of Industry and Internal Trade (DPIIT), the Indian food processing industry has
cumulatively attracted a Foreign Direct Investment (FDI) equity inflow of about US$ 12.58 billion between April 2000-March
2024. This accounts for 1.85% of total FDI inflows received across industries.
During 2024-25 (April-May), processed vegetables accounted for US$ 122.91 million, miscellaneous processed items accounted
for US$ 302.07 million and processed fruits & juices accounted for US$ 143.51 million.
Rapid population expansion in India is the main factor driving the industry. The rising income levels in rural and urban areas,
which have contributed to an increase in the demand for agricultural products across the nation, provide additional support for
this. In accordance with this, the market is being stimulated by the growing adoption of cutting-edge techniques including
blockchain, artificial intelligence (AI), geographic information systems (GIS), drones, and remote sensing technologies, as well
as the release of various e-farming applications.
In terms of exports, the sector has seen good growth in the past year. India’s agricultural and processed food products exports
stood at US$ 4.34 billion in 2024-25 (April-May). The exports for principal commodities in 2024-25 (April-May) were the
following:
• Marine Product: US$ 1.07 billion
113• Basmati and non-Basmati Rice: US$ 1.96 billion
• Spices: US$ 769.22 million
• Buffalo Meat: US$ 551.78 million
• Sugar: US$ 454.89 million
• Miscellaneous processed items: US$ 302.07 million
• Oil Meal: US$ 246.19 million
Source: https://www.ibef.org/industry/agriculture-india
INVESTMENT:
Some major investments and developments in agriculture are as follows:
• In December 2023, NBCC signed an MoU with the National Cooperative Development Cooperation (NCDC) and
NABARD for the construction of (1,469-grain storage units) the world’s largest grain storage plan in the cooperative
sector.
• India to host the 27th WAIPA World Investment Conference in New Delhi from December 11-14, 2023.
• In December 2023, Tata-owned Rallis India launched NAYAZINC fertilizer.
• In December 2023, NITI Aayog and IFPRI signed a Statement of Intent to strengthen policy frameworks for agricultural
transformation and rural development.
• In November 2023, India signed deals to export 5,00,000 tons of new season basmati rice in Europe and the Middle East.
• In October 2023, the President of India launched the Fourth Krishi Road map of Bihar.
• In October 2023, Coal India, partnered to invest Rs. 3,095 crore (US$ 371.69 million) in fertiliser JV to boost output.
• Government has set up a special fund called the Food Processing Fund (FPF) of approximately US$ 265 million in the
National Bank for Agriculture and Rural Development (NABARD) for extending affordable credit to designated food
parks and food processing enterprises in the designated food parks.
• In June 2023, Mother Dairy invested Rs. 400 crore (US$ 48.33 million) to set up a unit in Nagpur.
• In 2022, the Government of India is planning to launch Kisan Drones for crop assessment, digitization of land records,
and spraying of insecticides and nutrients.
• In October 2022, Prime Minister Mr. Narendra Modi inaugurated PM Kisan Samman Sammelan 2022 and released PM-
KISAN Funds worth Rs. 16,000 crore (US$ 1.93 billion)
• In August 2022, a Special Food Processing Fund of Rs. 2,000 crore (US$ 242.72 million) was set up with National Bank
for Agriculture and Rural Development (NABARD) to provide affordable credit for investments in setting up Mega Food
Parks (MFP) as well as processing units in the MFPs.
• In August 2022, Mr. Narendra Singh Tomar, Minister of Agriculture and Farmers Welfare inaugurated 4 new facilities
at the Central Arid Zone Research Institute (CAZRI), which has been rendering excellent services for more than 60 years
under the Indian Council of Agricultural Research (ICAR).
• Consumer spending in India will return to growth in 2022 post the pandemic-led contraction, expanding by as much as
7%.
• The organic food segment in India is expected to grow at a CAGR of 10% during 2015-¬25 and is estimated to reach Rs.
75,000 crore (US$ 9.1 billion) by 2025 from Rs. 2,700 crore (US$ 386.32 million) in 2015.
• The processed food market in India is expected to grow to Rs. 3,451,352.5 crore (US$ 470 billion) by 2025, from Rs.
1,931,288.7 crore (US$ 263 billion) in FY20 on the back of government initiatives such as planned infrastructure worth
114US$ 1 trillion and Pradhan Mantri Kisan Sampada Yojna. The food processing industry employs about 1.77 million
people. The sector allows 100% FDI under the automatic route.
• From 2017 to 2020, India received ~US$ 1 billion in Agritech funding. With significant interest from investors, India
ranks third in terms of Agritech funding and the number of Agritech start-ups. By 2025, Indian Agritech companies are
likely to witness investments worth US$ 30-35 billion.
• Nestle India will invest Rs. 700 crore (US$ 85.16 million) in the construction of its ninth factory in Gujarat.
• The performance of the agriculture and allied sector has been buoyant over the past several years, much of which is on
account of the measures taken by the government to augment crop and livestock productivity, ensure certainty of returns
to the farmers through price support, promote crop diversification, improve market infrastructure through the impetus
provided for the setting up of farmer-producer organizations and promotion of investment in infrastructure facilities
through the Agriculture Infrastructure Fund.
• As per the economic survey 2022-23, Rs. 13,681 crore (US$ 1.6 billion) were sanctioned for Post-Harvest Support and
Community Farms under the Agriculture Infrastructure Fund.
• Private investment in agriculture increases to 9.3% in 2020-21.
• Institutional Credit to the Agricultural Sector continued to grow to Rs. 18.6 lakh crore (US$ 226 billion) in 2021-22.
Source: https://www.ibef.org/industry/agriculture-india
GOVERNMENT INITIATIVES:
Some of the recent major Government initiatives in the sector are as follows:
• In the Union Budget 2024-25, a provision of Rs. 1.52 lakh crore (US$ 18.26 billion) has been made for agriculture and
allied sector.
• In January 2024, The Ministry of Food Processing Industries has approved the following under the corresponding
component schemes of PMKSY: 41 Mega Food Parks, 399 Cold Chain projects, 76 Agro-processing Clusters, 588 Food
Processing Units, 61 Creation of Backward & Forward Linkages Projects, and 52 Operation Green projects.
• In the Union Budget 2023-24:
o Rs. 1.24 lakh crore (US$ 15.9 billion) has been allocated to the Department of Agriculture, Cooperation and
Farmers’ Welfare.
o Rs. 8,514 crore (US$ 1.1 billion) has been allocated to the Department of Agricultural Research and Education.
• Through several Digital Initiatives, such as the National e-Governance Plan in Agriculture (NeGP-A), the construction
of Digital Public Infrastructure (DPI), digital registries, etc., the government has taken a number of steps to ensure access
to IT across the nation.
• The Soil Health Card site has been updated and connected with a Geographic Information System (GIS) system, allowing
all test results to be captured and shown on a map. Samples are now being gathered using a mobile application as of April
2023 under the new system.
• The Agricultural Technology Management Agency (ATMA) Scheme has been implemented in 704 districts across 28
states and 5 UTs to educate farmers. Grants-in-aid are released to the State Government under the scheme with the goal
of supporting State Governments' efforts to make available the latest agricultural technologies and good agricultural
practices in various thematic areas of agriculture and allied sector.
• Since its inception, i.e. from 01.04.2001 to 31.12.2022, a total of 42,164 storage infrastructure projects (Godowns) with
a capacity of 740.43 Lakh MT have been assisted in the country under the Agricultural Marketing Infrastructure (AMI)
sub-scheme of the Integrated Scheme for Agricultural Marketing (ISAM).
• The Centre has granted permission to 5 private companies to conduct cluster farming of specified horticulture crops on
approximately 50,000 hectares on a trial basis, with a total investment of Rs. 750 crore (US$ 91.75 million). The 5
115companies chosen through a bidding process for the pilot cluster farming program are Prasad Seeds, FIL Industries,
Sahyadri Farms, Meghalaya Basin Management Agency.
• 27,003 Loans have been sanctioned in the country under credit linked subsidy component of the PM Formalisation of
Micro Food Processing Enterprises Scheme (PMFME).
• In July 2022, the PM Formalisation of Micro food processing Enterprises (PMFME) scheme was launched for providing
financial, technical, and business support for setting up/ upgradation of micro food processing enterprises in the country
with an outlay of Rs. 10,000 crore (US$ 1.27 billion).
• The Indian government is planning to launch Kisan Drones for crop assessment, digitization of land records, and spraying
of insecticides and nutrients.
• NABARD will assist in the creation of a blended capital fund with a focus on the agricultural start-up ecosystem
which will be used to fund agriculture and rural enterprise startups that are related to the farm product value chain.
• A network of 729 Krishi Vigyan Kendras has been established at the district level across the country to ensure that newer
technologies such as improved variety seeds of crops, new breeds/ strains of livestock and fish, and improved production
and protection technologies reach farmers.
• In October 2021, the Union Minister of Home Affairs and Cooperation launched the ‘Dairy Sahakar’ scheme in Anand,
Gujarat.
• Ministry of Civil Aviation launched the Krishi UDAN 2.0 scheme in October 2021. The scheme proposes assistance and
incentive for the movement of agri-produce by air transport. The Krishi UDAN 2.0 will be implemented at 53 airports
across the country, largely focusing on Northeast and tribal regions, and is expected to benefit farmers, freight forwarders,
and airlines.
• In October 2021, the Agricultural and Processed Food Products Export Development Authority (APEDA) signed a
Memorandum of Understanding (MoU) with ICAR-Central Citrus Research Institute (ICAR-CCRI), Nagpur, for boosting
exports of citrus and its value-added products.
• In October 2021, the Union Ministry of Agriculture and Farmers Welfare announced that 820,600 seed mini-kits will be
distributed free of cost in 343 identified districts across 15 major producing states under a special programme. This
programme is likely to boost production and productivity by speeding up the seed replacement rate and subsequently,
help in increasing farmers’ income.
• In September 2021, Prime Minister Mr. Narendra Modi launched 35 crop varieties with special traits such as climate
resilience and higher nutrient content.
• Prime Minister of India launched the Pradhan Mantri Kisan Samman Nidhi Yojana (PM-Kisan) and transferred Rs. 2,021
crore (US$ 284.48 million) to bank accounts of more than 10 million beneficiaries on February 24, 2019. As per the
Union Budget 2021-22, Rs. 65,000 crore (US$ 8.9 billion) was allocated to Pradhan Mantri Kisan Samman Nidhi (PM-
Kisan).
• The Indian government has initiated Digital Agriculture Mission for 2021-25 for agriculture projects based on new
technologies such as artificial intelligence, blockchain, remote sensing and GIS technology, drones, robots, and others.
• In September 2021, the Union Ministry of Agriculture and Farmers’ Welfare signed 5 MoUs with CISCO, Ninjacart, Jio
Platforms Limited, ITC Limited, and NCDEX e-Markets Limited. This MoU will have 5 pilot projects, which will help
farmers make decisions on the kind of crops to grow, the variety of seeds to use, and best practices to adopt to maximise
yield.
• With a budget of US$ 1.46 billion, the ‘Production-Linked Incentive Scheme for Food Processing Industry (PLISFPI)’
has been approved to develop global food manufacturing champions commensurate with India's natural resource
endowment and to support Indian food brands in international markets.
• Under Pradhan Mantri Formalisation of Micro Food Processing Enterprises (PM FME), an outlay of Rs. 10,000 crore
(US$ 1.27 billion) over a period of 5 years from FY21 to FY25 has been sanctioned.
116• In April 2021, the Government of India approved a PLI scheme for the food processing sector with an incentive outlay
of Rs. 10,900 crore (US$ 1.48 billion) over a period of 6 years starting from FY22.
• The Agriculture Export Policy, 2018 was approved by the Government of India in December 2018. The new policy aimed
to increase India’s agricultural export to US$ 60 billion by 2022 and US$ 100 billion in the next few years with a stable
trade policy regime.
• The Government of India is going to provide Rs. 2,000 crore (US$ 306.29 million) for the computerisation of the Primary
Agricultural Credit Society (PACS) to ensure cooperatives are benefitted through digital technology.
• The Government of India launched the Pradhan Mantri Krishi Sinchai Yojana (PMKSY) with an investment of Rs. 50,000
crore (US$ 7.7 billion) aimed at the development of irrigation sources for providing a permanent solution to drought.
• Government plans to triple the capacity of the food processing sector in India from the current 10% of agricultural produce
and has also committed Rs. 6,000 crore (US$ 729 million) as investments for mega food parks in the country, as a part
of the Scheme for Agro-Marine Processing and Development of Agro-Processing Clusters (SAMPADA).
• The Government of India has allowed 100% FDI in the marketing of food products and in food product E-commerce
under the automatic route.
• To enhance the income of farmers, the government has taken initiatives across several focus areas. Income support is
provided to farmers through PM KISAN Scheme, crop insurance is assured through the Pradhan Mantri Fasal Bima
Yojana, and irrigation facilities are ensured under Pradhan Mantri Krishi Sinchai Yojana.
• Access to institutional credit is being provided through Kisan Credit Card and other channels.
• Under the e-NAM initiative, markets across the length and breadth of the nation are now open to farmers, to enable them
to get more remunerative prices for their produce. Online, Competitive, Transparent Bidding System with 1.74 crore
farmers and 2.39 lakh traders put in place under the National Agriculture Market (e-NAM) Scheme.
• The umbrella scheme Pradhan Mantri Annadata Aay SanraksHan Abhiyan (PM-AASHA) ensures Minimum Support
Price (MSP) to farmers for various Kharif and Rabi crops while also keeping a robust procurement mechanism in place.
• As per the Economic Survey 2022-23, Rs. 13,681 crore (US$ 1.6 billion) were sanctioned for Post-Harvest Support and
Community Farms under the Agriculture Infrastructure Fund.
• In order to increase the level of food- processing industry and encouraging rural entrepreneurship across the country
including rural areas, the Ministry of Food Processing Industries (MoFPI) is implementing the Central Sector Umbrella
Scheme Pradhan Mantri Kisan SAMPADA Yojana (PMKSY), Production Linked Incentive Scheme for Food Processing
Industry (PLISFPI) and centrally sponsored PM Formalization of Micro Food Processing Enterprises (PMFME) Scheme.
• The PMFME Scheme provides financial, technical, and business support for setting up/upgradation of 2 Lakh micro food
processing enterprises through credit-linked subsidy during 5 years from 2020-21 to 2024-25 with an outlay of Rs. 10,000
crore (US$ 1.27 billion).
• Under component schemes of PMKSY, MoFPI mostly provides financial assistance in the form of grants-in-aid to
entrepreneurs for the creation of modern infrastructure and setting up of food processing/preservation industries including
Cold Chains with associated infrastructure like primary processing facilities, collection centres, pre-conditioning, pre-
cooling, ripening, packing, etc.
• As per the Union Budget 2023-24, A new sub-scheme of PM Matsya Sampada Yojana with the targeted investment of
Rs. 6,000 crore (US$ 729 million) to be launched to further enable activities of fishermen, fish vendors, and micro &
small enterprises, improve value chain efficiencies, and expand the market.
• Digital Public Infrastructure for Agriculture: agriculture will be built as an open source, open standard, and interoperable
public good. this will enable inclusive, farmer-centric solutions through relevant information services for crop planning
and health, improved access to farm inputs, credit, and insurance, help for crop estimation, market intelligence, and
support for the growth of the agri-tech industry and start-ups.
117• To enhance the productivity of extra-long staple cotton, Government will adopt a cluster-based and value chain approach
through Public Private Partnerships (PPP). This will mean collaboration between farmers, the state and industry for input
supplies, extension services, and market linkages.
• Computerisation of 63,000 Primary Agricultural Credit Societies (PACS) with an investment of Rs. 2,516 crore (US$
305.9 million) initiated.
• Rs. 20 lakh crore (US$ 24.41 billion) agricultural credit targeted at animal husbandry, dairy and fisheries.
• To make India a global hub for 'Shree Anna', the Indian Institute of Millet Research, Hyderabad will be supported as the
Centre of Excellence for sharing best practices, research, and technologies at the international level.
Source: https://www.ibef.org/industry/agriculture-india
ROAD AHEAD:
The agriculture sector in India is expected to generate better momentum in the next few years due to increased investment in
agricultural infrastructure such as irrigation facilities, warehousing, and cold storage. Furthermore, the growing use of genetically
modified crops will likely improve the yield for Indian farmers. India is expected to be self-sufficient in pulses in the coming few
years due to the concerted effort of scientists to get early maturing varieties of pulses and the increase in minimum support price.
In the next 5 years, the central government will aim US$ 9 billion in investments in the fisheries sector under PM Matsya Sampada
Yojana. The government is targeting to raise fish production to 220 lakh tonnes by 2024-25. Going forward, the adoption of food
safety and quality assurance mechanisms such as Total Quality Management (TQM) including ISO 9000, ISO 22000, Hazard
Analysis and Critical Control Points (HACCP), Good Manufacturing Practices (GMP), and Good Hygienic Practices (GHP) by
the food processing industry will offer several benefits.
Through the Ministry of Food Processing Industries (MoFPI), the Government of India is taking all necessary steps to boost
investments in the food processing industry in India. Government of India has continued the umbrella PMKSY scheme with an
allocation of Rs. 4,600 crore (US$ 559.4 million) till March 2026.
• Source: https://www.ibef.org/industry/agriculture-india
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118BUSINESS OVERVIEW
This section should be read in conjunction as stated in “Definition and Abbreviation” chapter beginning on page 2 unless
otherwise stated, all the financial information of our Company used in this section has been derived from our “Financial
Information” chapter beginning on page 209 Some of the information in this section, including information with respect to our
plans and strategies, contain forward-looking statements that involve risks and uncertainties. You should read the section entitled
“Forward-Looking Statements” beginning on page 20 for a discussion of the risks and uncertainties related to those statements,
and the section entitled “Risk Factors” beginning on page 28 for a discussion of certain risks that may affect our business,
financial condition, or results of operations. We have, in this Red Herring Prospectus, also included various operational and
financial performance indicators, some of which may not be derived from our Restated Financial Statements and may not have
been subjected to an audit or review by our Statutory Auditor. The manner in which such operational and financial performance
indicators are calculated and presented, and the assumptions and estimates underlying, and used in such calculation, may vary
from that used by other similarly placed companies in India and other jurisdictions.
Investors are accordingly cautioned against placing undue reliance on such information in making an investment decision and
are cautioned that they 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 Red Herring Prospectus. For the
purpose of this chapter the term We/Us/Our Company/Unisem will refer and include Unisem Agritech Limited, unless otherwise
specifically mentioned.
OVERVIEW:
The company, originally named M/s. ‘Unisem Agritech Private Limited’ which was incorporated as a private limited company
under the Companies Act, 2013, vide Corporate Identification Number (CIN) U01100KA2016PTC096390 pursuant to a
certificate of incorporation dated 09.09.2016, issued by the Registrar of Companies, Central Registration Centre. In 2025, our
Company was converted into a public limited company pursuant to a special resolution passed in the extraordinary general meeting
of the Shareholders held on 11.02.2025, and a fresh certificate of incorporation was issued in the name of ‘Unisem Agritech
Limited’ dated 01.03.2025 vide Corporate Identification Number (CIN) U01100KA2016PLC096390 by the Registrar of
Companies, Central Registration Centre.
Our company is engaged in developing, processing, and selling diverse range of seeds for vegetables, flowers and field crops. By
integrating conventional breeding techniques, we strive to develop hybrid vegetable, flower and field crop seeds which offers
higher yields, improved product quality, and greater resistance to pests and diseases compared to naturally grown varieties. Our
core operations focus on developing hybrid vegetable, flower and field crop seed varieties and processing them to ensure the
consistent quality.
We continuously develop various type of hybrid breeder seeds and select only the best qualitative traits from it which undergo
additional processing and eliminating more seeds and provide only the superior quality seeds, which are known as foundation
seeds. The foundation seeds consist of the parental materials essential for developing a hybrid. Following this, the foundation
seeds then multiplied into commercial seeds, which are then offered in the market for agricultural production. We provide multiple
seed variants for vegetable, flower and field crop, specifically designed to meet the requirements of different Agro-climatic
conditions, including factors such as water availability, crop duration, and soil characteristics across various geographic regions.
To facilitate the production of commercial seeds, our company enters into seed grower production agreements with various
vendors. Throughout this large-scale production cycle, our team conducts regular field visits to monitor crop growth and ensure
the recommended standard practices are followed. Once harvested, the commercial seeds undergo a rigorous quality check. Only
after passing this evaluation these seeds are then processed at our processing unit located at our registered office (RS No.
11B/2A/4, Magoda Village, Near KSRTC Bus Depot, Ranebennur, Haveri, Ranebennur, Karnataka, India, 581115) which is
equipped with technology and spans over 873.75 square meter. Finally, the processed commercial seeds are carefully packed and
distributed for sale to various dealers situated at multiple states.
With over 8 years of operational experience and a combined 20+ years of experience of our promoters, we are dedicated to
delivering high-quality hybrid seeds. Our research and development team, consisting of 5 breeders and 52 other employees
including workers (On roll + contractual employees), plays a crucial role in seed innovation. Research is conducted on land leased
through leave-and-license agreements with various individuals. For more details, please refer to page no. 119 of the “Business
Overview” chapter.
119The end use of our process is to provide high quality hybrid seeds who provides better yield in the crop in different Agro- climatic
conditions.
Our Presence:
The below marked location representt our offices, whereas we have dealer distributors base across multiple states for supply of
our goods. For more details please refer title “Immovable property” of “Our Business” chapter.
S
Revenue Bifurcation:
1. Top 10 Dealer Wise Bifurcation:
(Amount in Rs. Lakhs)
Particular 30.09.2025 %age* 31.03.2025 %age* 31.03.2024 %age* 31.03.2023 %age*
Dealer-1 76.84 1.50% 172.76 2.50% 136.75 2.24% - -
Dealer-2 76.17 1.48% 103.94 1.51% 82.68 1.35% 130.44 2.78%
Dealer-3 72.29 1.41% 102.88 1.49% 104.41 1.71% 134.92 2.88%
Dealer-4 67.71 1.32% 79.64 1.15% 72.18 1.18% 37.44 0.80%
Dealer-5 64.68 1.26% 76.41 1.11% 30.24 0.50% 22.59 0.48%
Dealer-6 61.20 1.19% 70.33 1.02% 22.79 0.37% 28.76 0.61%
Dealer-7 59.49 1.16% 67.32 0.97% 38.42 0.63% 26.7 0.57%
Dealer-8 57.05 1.11% 65.16 0.94% 67.62 1.11% 39.32 0.84%
Dealer-9 54.39 1.06% 62.27 0.90% 97.24 1.59% 16.88 0.36%
Dealer-10 49.42 0.96% 60.86 0.88% 51.02 0.84% 28.62 0.61%
Total 639.23 12.45% 861.57 12.47% 703.35 11.52% 465.67 9.93%
* The calculation is done by dividing sales of dealer with the total revenue from operations.
2. State Wise Bifurcation:
Below is the list of states constituting more than 5% of the revenue from operations:
(Amount in Rs. Lakhs)
State 30.09.2025 %age 31.03.2025 %age* 31.03.2024 %age* 31.03.2023 %age*
Bihar 1162.53 22.65% 809.58 11.72% 889.61 14.57% 443.22 9.45%
120Madhya Pradesh 835.63 16.28% 1,220.00 17.67% 965.98 15.82% 1,002.07 21.36%
Telangana 652.80 12.72% 797.35 11.55% 840.42 13.76% 677.76 14.45%
Karnataka 431.38 8.40% 605.56 8.77% 409.06 6.70% 385.84 8.23%
Uttar Pradesh 339.30 6.61% 525.6 7.61% 454.91 7.45% 467.51 9.97%
Andhra Pradesh 308.11 6.00% 440.3 6.38% 510.31 8.36% 301.76 6.43%
Jharkhand 293.96 5.73% 465.8 6.75% 376.35 6.16% 307.32 6.55%
Odisha 271.73 5.29% 525.75 7.61% 407.22 6.67% 303.59 6.47%
Other States 837.80 16.32% 1,511.59 21.89% 1,248.52 20.44% 801.07 17.08%
Total 5133.24 100% 6,901.53 99.95% 6,102.38 99.93% 4,690.14 99.99%
*The calculation is done by dividing state-wise sales with total revenue from operations.
3. Country Wise Bifurcation
(Amount in Rs. Lakhs)
Particular 30.09.2025 %age 31.03.2025 %age* 31.03.2024 %age* 31.03.2023 %age*
Domestic 5133.24 100% 6,901.53 99.95% 6,102.38 99.93% 4,690.14 99.99%
International - - 3.65 0.05% 4.09 0.07% 0.29 0.01%
Total 5133.24 100% 6,905.17 100.00% 6,106.47 100.00% 4,690.43 100.00%
*The calculation is done by dividing state-wise sales with total revenue from operations.
4. Segment/ Service Wise Bifurcation:
(Amount in Rs. Lakhs)
Segments/ Service 30.09.2025 %age 31.03.2025 %age* 31.03.2024 %age* 31.03.2023 %age*
Vegetable Seeds 2928.12 57.04% 5,806.00 84.08% 4,805.80 78.70% 3,854.32 82.17%
Flower Seeds 82.88 1.61% 164.92 2.39% 93.58 1.53% 49.95 1.06%
Field Crop Seeds# 2122.24 41.34% 934.25 13.53% 1207.08 19.77% 786.16 16.76%
Total 5133.24 100.00% 6,905.17 100.00% 6,106.47 100.00% 4,690.43 100.00%
*The calculation is done by dividing state-wise sales with total revenue from operations.
#It includes sunflower seeds as well.
We have a track record of revenue growth and profitability. The following table sets forth certain key performance indicators for
the years indicated.
Key Performance Indicators of the Company:
(₹ In Lakhs except percentages and ratios)
For the period ended March 31
Key Financial Performance As At 30.09.2025
2025 2024 2023
Revenue from operations (1) 5,133.79 6,907.75 6,113.88 4,691.15
Growth in Revenue from Operations (%) (2) - 12.98% 30.33% -
EBITDA (3) 589.70 710.02 402.66 269.09
EBITDA Margin (4) 11.49% 10.28% 6.59% 5.74%
PAT (5) 349.58 427.41 215.32 132.15
PAT Margin (6) 6.81% 6.19% 3.52% 2.82%
RoE (%) (7) 30.81% 57.30% 43.98% 25.89%
RoCE (%) (8) 18.06% 38.89% 33.73% 23.00%
Debt to Equity Ratio (9) 1.94 1.24 1.15 1.30
Notes:
(1) Revenue from operation means revenue from sales, service and other operating revenues
(2) Growth in Revenue from Operations (%) is calculated as a percentage of 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 + Finance Cost - Other Income
(4) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations
(5) PAT is calculated as Profit before tax – Tax Expenses
(6) PAT Margin is calculated as PAT for the period/year divided by revenue from operations.
(7) Return on Equity is ratio of Profit after Tax and Average Shareholder Equity
(8) ROCE” means return on capital employed, which represents EBIT (Earnings before Interest and Tax) during the relevant year
as a percentage of capital employed. Capital employed is the total of all types of capital, other equity, short-term borrowing and
long-term borrowing.
121(9) Debt- equity ratio is calculated by dividing total debt by total equity. Total debt represents long term and short-term
borrowings. Total equity is the sum of equity share capital and other equity.
Explanation for KPI metrics:
KPI Explanations
Revenue from Revenue from Operations is used by our management to track the revenue profile of the business and in
Operations turn helps to assess the overall financial performance of our Company and volume of our business
Growth in Revenue Revenue Growth Rate informs the management of annual growth rate in revenue of the company on
from Operations (%) consideration to the previous period
EBITDA EBITDA provides information regarding the operational efficiency of the business
EBITDA Margin EBITDA Margin (%) is an indicator of the operational profitability and financial performance of our
(%) business
PAT Profit after tax provides information regarding the overall profitability of the business.
PAT Margin (%) PAT Margin (%) is an indicator of the overall profitability and financial performance of our business.
RoE (%) RoE provides how efficiently our Company generates profits from shareholders’ funds.
RoCE provides how efficiently our Company generates earnings from the capital employed in the
RoCE (%)
business.
Debt to Equity Ratio The debt-to-equity ratio is used to assess the extent to which a company relies on debt to finance its
operations relative to the equity provided by shareholders.
For more information, please refer “Basis for Issue Price” at page no.95 of this Red Herring Prospectus.
OUR STRENGTHS:
Wide Range of Seeds and its Variants:
Our company offers an extensive range of seeds like 193 vegetables seeds, 10 flower seeds, 8 field crop seeds variants. We believe
that our diverse product portfolio enables customers to source all their seed-related needs from us, which not only strengthens our
relationships with existing customers but also helps us attract new ones. Further, we believe that we have necessary resources,
experience, and network that can be used and leveraged to produce even wider range of products at a later stage.
Experienced Team of Individuals:
Our company's strength is significantly enhanced by our diverse team of 161 individuals of different age and experience. Such a
varied team help us to achieve our set target and helps to manage the customer base, enabling us to effectively serve different
industries and demographics. This capability not only broadens our market reach but also strengthens our position in the industry.
Integrated Seed processing unit with warehouse facility in one premise:
Our seeds processing unit is equipped with seed sorting, grading and packing machines, our seeds processing facility includes
warehousing to store seeds. The integrated seeds processing unit with required storage infrastructure to store the seeds help us to
meet the demand as per the sowing season. Our plant is also strategically located and have access to logistic to transport our
products.
Our Research & Development Capabilities:
We have been undertaking R&D for breeding high performance hybrid seeds. We have an experienced and professionally qualified
R&D team who are engaged in full time research. Our R&D infrastructure includes 27.25 acres of farmland and lab facilities.
Diversified Locations:
Our offices, located across various regions of Madhya Pradesh, Uttar Pradesh, Telangana, Odisha, Andhra Pradesh and Karnataka
help us in enhancing our market reach and operational resilience. This geographical spread allows us to tap into local markets,
adapt to regional demands, and mitigate risks associated with any single location. It fosters closer customer relationships and
ensures faster delivery of services and products. This not only enhances the company's stability by spreading market risks but also
enriches its expertise across different market dynamics and consumer behaviours.
Experienced Promoter and Management Expertise:
Our Promoters, H N Devakumar, Dharanendra H Gouda, B H Devasinghnaik, Anil K N and Mr. Ramalingam Venkataramana
have been engaged in the business of agriculture’s seeds for more than a decade, which gives them an advantage of immense
knowledge of the industry, high contacts with suppliers and better decision-making power. They are involved in the day-to-day
business and management of our Company. We believe that our management team’s experience and their understanding of the
industry will enable us to continue to take advantage of both current and future market opportunities. For details regarding the Key
Managerial Personnel, please refer to chapter titled "Our Management" on page 184 of this Red Herring Prospectus.
122OUR STRATEGIES:
Venturing into new crops:
Our product portfolio has substantial variety and gives us a natural hedge against dependence on any particular crop(s) or
vegetable(s). However, there is untapped market potential presented by various other crops or vegetables. We have been identifying
such crops and vegetables from time to time and try to gain a foothold in the market where we believe that we have a significant
opportunity to expand. Our objective is to enter other crops and vegetables as and when we feel the time is right.
Expanding into new potential markets:
We were primarily focused on serving the farmers in multiple state like Andhra Pradesh, Telangana, Bihar and etc but know we
also start exploring international market like Nepal, Sri Lanka and Botswana. Our strategy is to expand our reach both for our
existing and proposed products in national and international market. This will help us to reduce the dependency over a particular
region and diversify our risk.
Enhancing our Brand Image:
Brand recognition plays an important role in Agriculture seed industry. We believe that our brands are one of our key strengths
and that our customers associate our brands with trusted and superior quality products. Customer loyalty for brands enhances the
prospects of a company in our industry. We are highly conscious about our brand image and seek to further strengthen our brand
by increasing its visibility through marketing initiatives, supplying qualitative products at competitive prices.
Continue to strive for cost efficiency:
We will continue to focus on further increasing our operations and improving operational effectiveness at our production facilities.
Higher operational effectiveness results in greater production volumes and higher sales which allows us to reduce our fixed cost
per unit and thereby, increasing our profit margins. We wish to constantly pass such benefit to our customers and increase our
efficiency further. We also wish to target economies of scale to gain increased negotiating power on procurement.
Establish and strengthen Long Term Relationship with dealers:
Customer satisfaction and strong relationship with the dealer is key to success for any organization. Timely delivery and quality
products help us maintain strong relationship with our customers and also gives us competitive strength against our peers. We
focus on strengthening our existing dealer relationship and also thrive to enter into new geographies so as to expand our customer
base.
LIST OF OUR PRODUCTS:
Our Company offers various vegetable seeds field crop seeds and flower seeds with number of variants with various descriptions.
Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Vegetable Seeds
Tomato Seeds
Time Of Sowing Kharif\Rabi\Summer
Plant Height 80 to 100 cm
Tomato Seeds Days to 1st Harvest 110 to 120 days
1 (USM-
Seeds Colour and Size Gray and Small
ABHIMANYU)
Leaf Colour Green
Yield Per Acre (Approx) 25 to 30 Mts/Acre
Time Of Sowing Kharif\Rabi\Summer
Plant Height 80 to 90 cm
Days to 1st Harvest 100 to 110 days
Tomato Seeds
2 Seeds Colour and Size Gray and Small
(USM-KAPILA)
Leaf Colour Green
Yield Per Acre (Approx) 26 to 28 Mts/Acre
Time Of Sowing Kharif\Rabi\Summer
Tomato Seeds Plant Height 80 to 90 cm
3
(USM-PARVATI) Days to 1st Harvest 100 to 110 days
Seeds Colour and Size Gray and Small
123Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Leaf Colour Green
Yield Per Acre (Approx) 26 to 28 Mts/Acre
Time Of Sowing Kharif/Rabi\Summer
Plant Height 80 to 90 cm
Tomato Seeds Days to 1st Harvest 100 to 110 days
4 (USM-KAPILA Seeds Colour and Size Gray and Small
PLUS)
Leaf Colour Green
Yield Per Acre (Approx) 26 to 28 Mts/Acre
Time Of Sowing Kharif\Rabi\Summer
Plant Height 100 to 110 cm
Tomato Seeds
Days to 1st Harvest 110 to 120 days
5 (USM-
Seeds Colour and Size Gray and Small
KAREENA)
Leaf Colour Green
Yield Per Acre (Approx) 28 to 30 Mts/Acre
Time Of Sowing Kharif/Rabi\Summer
Plant Height 80 to 100 cm
Days to 1st Harvest 110 to 120 days
Tomato Seeds
6
(USM-K7) Seeds Colour and Size Gray and Small
Leaf Colour Green
Yield Per Acre (Approx) 28 to 30 Mts/Acre
Time Of Sowing Rabi
Plant Height 65 to 70 cm
Days to 1st Harvest 110 to 115 days
Tomato Seeds
7 Seeds Colour and Size Gray and Small
(USM-KAVYA)
Leaf Colour Green
Yield Per Acre (Approx) 23 to 25 Mts/Acre
Time Of Sowing Late Kharif\Rabi\Summer
Plant Height 100-110 cm
Tomato Seeds Days to 1st Harvest 110-120 days
8 (USM-
Seeds Colour and Size Gray and Small
KANGANA 49)
Leaf Colour Green
Yield Per Acre (Approx) 28 to 30 Mts/Acre
Time Of Sowing Kharif\Rabi
Plant Height 70 to 80 cm
Days to 1st Harvest 100 to 110 days
Tomato Seeds
9 (USM-NIDHI) Seeds Colour and Size Gray and Small
Leaf Colour Green
Yield Per Acre (Approx) 23 to 25 Mts/Acre
10 Tomato Seeds Time Of Sowing Kharif
124Sr. Name of the Picture of the Product/
Description
No. Product Packaging
(USM-TARA) Plant Height 100-110 cm
Days to 1st Harvest 120-130 days
Seeds Colour and Size Gray and Small
Leaf Colour Green
Yield Per Acre (Approx) 28 to 30 Mts/Acre
Time Of Sowing Late Kharif\Rabi
Plant Height 80 to 100 cm
Days to 1st Harvest 120 to 130 days
Tomato Seeds
11 Seeds Colour and Size Gray and Small
(USM-KOMAL)
Leaf Colour Green
Yield Per Acre (Approx) 25 to 28 Mts/Acre
Time Of Sowing Round the Year
Plant Height 100-110 cm
Tomato Seeds Days to 1st Harvest 120-130 days
12
(USM-MANALI) Seeds Colour and Size Gray and Small
Leaf Colour Green
Yield Per Acre (Approx) 28 to 30 Mts/Acre
Time Of Sowing Late Kharif & Rabi
Plant Height 60 to 70 cm
Days to 1st Harvest 105 to 110 days
Tomato Seeds
13 Seeds Colour and Size Gray and Small
(USM-555)
Leaf Colour Green
Yield Per Acre (Approx) 22 to 24 Mts/Acre
Time Of Sowing Kharif\Rabi\Summer
Plant Height 100 to 110 cm
Tomato Seeds Days to 1st Harvest 120 to 130 days
14 (USM- Seeds Colour and Size Gray and Small
BHARATH) Leaf Colour Green
Yield Per Acre (Approx) 28 to 30 Mts/Acre
Time Of Sowing Late Kharif, Rabi & Summer
Plant Height 80 to 100 cm
Tomato Seeds Days to 1st Harvest 120 to 130 days
15 (USM- Seeds Colour and Size Gray and Small
KANCHANA)
Leaf Colour Green
Yield Per Acre (Approx) 28 to 30 Mts/Acre
Time Of Sowing Rabi & Summer
Plant Height 80-100 cm
Days to 1st Harvest 110 to 115 days
Tomato Seeds
16 Seeds Colour and Size Gray and Small
(USM-SINDHU)
Leaf Colour Green
Yield Per Acre (Approx) 23 to 25 Mts/Acre
125Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Time Of Sowing Rabi & Summer
Plant Height 80 to 90 cm
Days to 1st Harvest 120 to 130 days
Tomato Seeds
17 Seeds Colour and Size Gray and Small
(USM-SANJANA)
Leaf Colour Green
Yield Per Acre (Approx) 26 to 28 Mts/Acre
Time Of Sowing Kharif\Rabi\Summer
Plant Height 80 to 100 cm
Tomato Seeds Days to 1st Harvest 110 to 120 days
18
(TR TOM 51 Seeds Colour and Size Gray and Small
Fruit Colour Dark Red
Yield Per Acre (Approx) 25 to 30 Mts/Acre
Time Of Sowing Kharif\Rabi\Summer
Plant Height 80 to 100 cm
Tomato Seeds Days to 1st Harvest 110 to 120 days
19
(TR TOM 66) Seeds Colour and Size Gray and Small
Fruit Colour Dark Red
Yield Per Acre (Approx) 25 to 30 Mts/Acre
Time Of Sowing Kharif\Rabi\Summer
Plant Height 90 to 100 cm
Tomato Seeds Days to 1st Harvest 100 to 110 days
20
TR TOM-62 Seeds Colour and Size Gray and Small
Fruit Colour Dark Red
Yield Per Acre (Approx) 26 to 28 Mts/Acre
Time Of Sowing Kharif\Rabi\Summer
Plant Height 80 to 90 cm
Tomato Seeds Days to 1st Harvest 100 to 110 days
21
TR TOM-69 Seeds Colour and Size Gray and Small
Fruit Colour Dark Red
Yield Per Acre (Approx) 26 to 28 Mts/Acre
Chilli Seeds
Time Of Sowing Kharif
Plant Height 70 to 80 cm
Days to 1st Harvest 55 to 60 days from TPL
01 Chilli Seeds Seeds Colour and Size Yellow and Medium
(USM-ASHWINI)
Leaf Colour Dark Green
Yield Per Acre (Approx) 12 to 14 Mts/Acre
Time Of Sowing Kharif
Plant Height 70 to 80 cm
Chilli Seeds
Days to 1st Harvest 55 to 60 days from TPL
02 (USM-DRUVA
Seeds Colour and Size Yellow and Medium
IMP)
Leaf Colour Dark Green
Yield Per Acre (Approx) 12 to 14 Mts/Acre
126Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Time Of Sowing Kharif
Plant Height 70 to 80 cm
Chilli Seeds Days to 1st Harvest 55 to 60 days from TPL
03 (USM- Seeds Colour and Size Yellow and Medium
PUSHKALA) Leaf Colour Dark Green
Yield Per Acre (Approx) 12 to 14 Mts/Acre
Time Of Sowing Kharif
Plant Height 70 to 90 cm
Days to 1st Harvest 55 to 60 days from TPL
Chilli Seeds
04 Seeds Colour and Size Yellow and Medium
(USM-IVANKA)
Leaf Colour Dark Green
Yield Per Acre (Approx) 12 to 14 Mts/Acre
Time Of Sowing Kharif & Rabi
Plant Height 70 to 90 cm
Days to 1st Harvest 55 to 60 days from TPL
Chilli Seeds
05 (USM-ARYAN) Seeds Colour and Size Yellow and Big
Leaf Colour Dark Green
Yield Per Acre (Approx) 12 to 14 Mts/Acre
Time Of Sowing Kharif & Late Kharif
Plant Height 60-75 cm
Days to 1st Harvest 55 to 60 days from TPL
Chilli Seeds
06 Seeds Colour and Size Yellow
(USM-ARJUN)
Leaf Colour Green
Yield Per Acre (Approx) 12 to 14 Mts/Acre
Time Of Sowing Kharif & Rabi
Plant Height 70 to 80 cm
Days to 1st Harvest 55 to 60 days from TPL
Chilli Seeds
07 Seeds Colour and Size Yellow and Medium
(USM-SHOBHA)
Leaf Colour Green
Yield Per Acre (Approx) 8 to 10 Mts/Acre
Time Of Sowing Kharif & late Kharif
Plant Height 6to 80 cm
Days to 1st Harvest 55 to 60 days from TPL
Chilli Seeds
08 Seeds Colour and Size Yellow and Medium
(USM-SHRUTI)
Leaf Colour Green
Yield Per Acre (Approx) 10 to 12 Mts/Acre
Time Of Sowing Kharif and late Kharif
Plant Height 6to 80 cm
Days to 1st Harvest 55 to 60 days from TPL
Chilli Seeds
09 Seeds Colour and Size Yellow and Medium
(USM-SOWMYA)
Leaf Colour Green
Yield Per Acre (Approx) 10 to 12 Mts/Acre
127Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Time Of Sowing Kharif & Rabi
Plant Height 75 to 85 cm
Days to 1st Harvest 40 to 45 days from TPL
Chilli Seeds
10 Seeds Colour and Size Yellow and Medium
(USM-TRISHUL)
Leaf Colour Green
Yield Per Acre (Approx) 8 to 10 Mts/Acre
Time Of Sowing Kharif & Rabi
Plant Height 60 to 70 cm
Days to 1st Harvest 40 to 45 days from TPL
Chilli Seeds
11 Seeds Colour and Size Yellow and Medium
(USM-1127)
Leaf Colour Green
Yield Per Acre (Approx) 8 to 10 Mts/Acre
Time Of Sowing Round the year
Plant Height 90 to 100 cm
Days to 1st Harvest 50 to 55 days from TPL
Chilli Seeds
12 Seeds Colour and Size Light Yellow and Medium
(USM-GANGA)
Leaf Colour Green
Yield Per Acre (Approx) 10-12 Mts/acre
Time Of Sowing Round the year
Plant Height 90 to 100 cm
Chilli Seeds Days to 1st Harvest 50 to 55 days from TPL
13 (USM-GANGA
Seeds Colour and Size Light Yellow and Medium
PLUS)
Leaf Colour Green
Yield Per Acre (Approx) 8-10 mts/acre
Time Of Sowing Kharif & Rabi
Plant Height 70 to 80 cm
Chilli Seeds Days to 1st Harvest 45 to 50 days from TPL
14
(USM-GAGAN) Seeds Colour and Size Yellow and Small
Leaf Colour Dark Green
Yield Per Acre (Approx) 9 to 10 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Plant Height 70 to 80 cm
Days to 1st Harvest 50-55days from TPL
Chilli Seeds
15 Seeds Colour and Size Yellow
(USM-REVATI)
Leaf Colour Green
Yield Per Acre (Approx) 9 to 10mts/acre
Time Of Sowing Round the year
Plant Height 90 to 100 cm
Days to 1st Harvest 55 to 60 days from TPL
Chilli Seeds
16 Seeds Colour and Size Light Yellow and Medium
(USM-ICON)
Leaf Colour Green
Yield Per Acre (Approx) 10-11mts/acre
17 Chilli Seeds Time Of Sowing Kharif & Rabi
128Sr. Name of the Picture of the Product/
Description
No. Product Packaging
(USM-ANANDI) Plant Height 60 to 80 cm
Days to 1st Harvest 55 to 60 days from TPL
Seeds Colour and Size Yellow and Medium
Leaf Colour Green
Yield Per Acre (Approx) 10 to 12 Mts/Acre
Time Of Sowing Kharif & Rabi
Plant Height 70 to 80 cm
Days to 1st Harvest 40 to 45 days from TPL
Chilli Seeds
18 Seeds Colour and Size Yellow and Big
(USM-ELITE)
Leaf Colour Green
Yield Per Acre (Approx) 10 to 12 Mts/Acre
Time Of Sowing Round the year
Plant Height 90 to 100 cm
Chilli Seeds Days to 1st Harvest 60 to 70 days from TPL
19 (USM-TULSI Seeds Colour and Size Light Yellow and Medium
4060) Leaf Colour Green
Yield Per Acre (Approx) 10 to 12 Mts/Acre
Time Of Sowing Round the year
Plant Height 7to 80 cm
Days to 1st Harvest 60 to 70 days from TPL
Chilli Seeds
20
(USM-CHERISH) Seeds Colour and Size Yellow and Medium
Leaf Colour Green
Yield Per Acre (Approx) 10 to 12 Mts/Acre
Time Of Sowing Kharif
Plant Height 60 to 80 cm
Days to 1st Harvest 55 to 60 days from TPL
Chilli Seeds
21 Seeds Colour and Size Yellow and Medium
(USM-TANVI)
Leaf Colour Green
Yield Per Acre (Approx) 10 to 12 Mts/Acre
Time Of Sowing Round The year
Plant Height 50-70 cm
Chilli Seeds Days to 1st Harvest 55 to 60 days from TPL
22 (USM- Seeds Colour and Size Yellow and Low
SARASWATI) Leaf Colour Green
Yield Per Acre (Approx) 10 to 12 Mts/Acre
Time Of Sowing Kharif and late Kharif
Plant Height 60 to 80 cm
Days to 1st Harvest 55 to 60 days from TPL
Chilli Seeds Seeds Colour and Size Yellow and Medium
23
(USM-APARNA) Leaf Colour Green
Yield Per Acre (Approx) 10 to 12 Mts/Acre
129Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Time Of Sowing Kharif and late Kharif
Plant Height 60 to 80 cm
Days to 1st Harvest 60 to 80 days from TPL
Chilli Seeds
24 Seeds Colour and Size Light Yellow and Medium
(USM-PAVITRA)
Leaf Colour Green
Yield Per Acre (Approx) 10 to 12 Mts/Acre
Time Of Sowing Round the year
Plant Height 50-60 cm
Days to 1st Harvest 45-50 days from TPL
Chilli Seeds
25 Seeds Colour and Size Light Yellow and Medium
(USM-SWARNA)
Leaf Colour Green
Yield Per Acre (Approx) 10 to 12 Mts/Acre
Time Of Sowing Round the year
Plant Height 70 to 80 cm
Days to 1st Harvest 60 to 65 days from TPL
Chilli Seeds
26 Seeds Colour and Size Light Yellow and Medium
(USM-GEETA)
Leaf Colour Green
Yield Per Acre (Approx) 10 to 12 Mts/Acre
Time Of Sowing Kharif & Rabi
Plant Height 80 to 90 cm
Chilli Seeds
Days to 1st Harvest 50 to 60 days from TPL
27 (USM-
Seeds Colour and Size Light Yellow and Medium
CHANDNI)
Leaf Colour Green
Yield Per Acre Approx) 10 to 12 Mts/Acre
Time Of Sowing Kharif
Plant Height 60 to 80 cm
Days to 1st Harvest 40 to 45 days from TPL
Chilli Seeds
28 Seeds Colour and Size Yellow and Medium
(USM-VALI)
Leaf Colour Green
Yield Per Acre (Approx) 10 to 12 Mts/Acre
Time Of Sowing Kharif
Plant Height 60 to 80 cm
Days to 1st Harvest 40 to 45 days from TPL
Chilli Seeds
29 Seeds Colour and Size Yellow and Medium
(USM-RASHMI)
Leaf Colour Green
Yield Per Acre (Approx) 10 to 12 Mts/Acre
Time Of Sowing Kharif
Plant Height 60 to 80 cm
Chilli Seeds Days to 1st Harvest 40 to 45 days from TPL
30 (USM-RASHMI Seeds Colour and Size Yellow and Medium
PLUS) Leaf Colour Green
Yield Per Acre (Approx) 10 to 12 Mts/Acre
31 Chilli Seeds Time Of Sowing Kharif
130Sr. Name of the Picture of the Product/
Description
No. Product Packaging
(USM- Plant Height 60 to 80 cm
ANUSHKA) Days to 1st Harvest 40 to 45 days from TPL
Seeds Colour and Size Yellow and Medium
Leaf Colour Green
Yield Per Acre (Approx) 10 to 12 Mts/Acre
Time Of Sowing All Seasons
Plant Height 70 to 80 cm
Chilli Seeds Days to 1st Harvest 53 to 56 days from TPL
32 (USM- Seeds Colour and Size Yellow and Medium
CHANDRIKA) Leaf Colour Green
Yield Per Acre (Approx) 10 to 12 Mts/Acre
Time Of Sowing All Seasons
Plant Height 6to 80 cm
Days to 1st Harvest 60 to 70 days from TPL
Chilli Seeds
33 Seeds Colour and Size Yellow and Medium
(USM-YAMUNA)
Leaf Colour Green
Yield Per Acre (Approx) 11-12mts/acre
Time Of Sowing All Seasons
Plant Height 6to 80 cm
Days to 1st Harvest 60 to 70 days from TPL
Chilli Seeds
Seeds Colour and Size Yellow and Medium
34 (USM-SUHANA
Leaf Colour Green
21)
Yield Per Acre (Approx) 11-12mts/acre
Time Of Sowing All Seasons
Plant Height 60 to 80 cm
Days to 1st Harvest 60 to 70 days from TPL
Chilli Seeds
35 Seeds Colour and Size Yellow and Medium
(USM-MANSI 33)
Leaf Colour Green
Yield Per Acre (Approx) 11-12 mts/acre
Time Of Sowing Kharif & Rabi
Plant Height 90 to 100 cm
Chilli Seeds Days to 1st Harvest 70 to 80 days from TPL
36 (USM- Seeds Colour and Size Light Yellow and Medium
MALLIKA) Leaf Colour Green
Yield Per Acre (Approx) 10-11mts/acre
Time Of Sowing Kharif & Rabi
Plant Height 90 to 100 cm
Days to 1st Harvest 70 to 80 days from TPL
Chilli Seeds
37 (USM-NINJA) Seeds Colour and Size Light Yellow and Medium
Leaf Colour Green
Yield Per Acre (Approx) 10-11 mts/acre
131Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Time Of Sowing Kharif & Rabi
Plant Height 90 to 100 cm
Chilli Seeds Days to 1st Harvest 70 to 80 days from TPL
38 (USM-NANDU Seeds Colour and Size Light Yellow and Medium
199)
Leaf Colour Green
Yield Per Acre (Approx) 10-11 mts/acre
Time Of Sowing Kharif & Rabi
Plant Height 90 to 100 cm
Days to 1st Harvest 70 to 80 days from TPL
Chilli Seeds
39 Seeds Colour and Size Light Yellow and Medium
(USM-SWIFT)
Leaf Colour Green
Yield Per Acre (Approx) 10-11 mts/acre
Time Of Sowing Kharif & Rabi
Plant Height 90 to 100 cm
Days to 1st Harvest 70 to 80 days from TPL
Chilli Seeds
40 Seeds Colour and Size Light Yellow and Medium
(USM-VEDA 11)
Leaf Colour Green
Yield Per Acre (Approx) 10-11mts/acre
Time Of Sowing Kharif
Plant Height 90 to 100 cm
Days to 1st Harvest 70 to 80 days from TPL
Chilli Seeds
41 Seeds Colour and Size Light Yellow and Medium
(USM-4088)
Leaf Colour Green
Yield Per Acre (Approx) 8-9 mts/acre
Time Of Sowing Late Kharif
Plant Height 90 to 100 cm
Days to 1st Harvest 70 to 80 days from TPL
Chilli Seeds
42 Seeds Colour and Size Light Yellow and Medium
(USM-SPOORTI)
Leaf Colour Green
Yield Per Acre (Approx) 10-12mts/acre
Time Of Sowing All seasons
Plant Height 60 to 80 cm
Days to 1st Harvest 60 to 70 days from TPL
Chilli Seeds
43 Seeds Colour and Size Yellow and Medium
(USM-NIKITA)
Leaf Colour Green
Yield Per Acre (Approx) 10 to 12 Mts/Acre
Time Of Sowing Kharif & Rabi
Plant Height 60 to 80 cm
Days to 1st Harvest 70 to 80 days from TPL
Chilli Seeds
44 Seeds Colour and Size Light Yellow and Medium
(USM-JIYA)
Leaf Colour Green
Yield Per Acre (Approx) 8 to 9 mts/acre
132Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Time Of Sowing Kharif
Plant Height 90 to 100 cm
Days to 1st Harvest 70 to 80 days from TPL
Chilli Seeds Seeds Colour and Size Light Yellow and Medium
45
(USM-VAMIKA)
Leaf Colour Green
Yield Per Acre (Approx) 10-12 mts/acre
Time Of Sowing Kharif & Rabi
Plant Height 90 to 100 cm
Days to 1st Harvest 60 to 70 days from TPL
Chilli Seeds
46 Seeds Colour and Size Light Yellow and Medium
(USM-DIKSHA)
Leaf Colour Green
Yield Per Acre (Approx) 10-12 mts/acre
Time Of Sowing All seasons
Plant Height 90 to 100 cm
Chilli Seeds Days to 1st Harvest 60 to 70 days from TPL
47
(USM-VEERA) Seeds Colour and Size Light Yellow and Medium
Leaf Colour Green
Yield Per Acre (Approx) 10-12 mts/acre
Time Of Sowing Kharif
Plant Height 60 to 80 cm
Days to 1st Harvest 60 to 65 days from TPL
Chilli Seeds
48 Seeds Colour and Size Yellow and Medium
(USM-BHAGYA)
Leaf Colour Dark Green
Yield Per Acre (Approx) 10 to 12 Mts/Acre
Time Of Sowing Kharif
Plant Height 60 to 80 cm
Days to 1st Harvest 60 to 65 days from TPL
Chilli Seeds
49 Seeds Colour and Size Yellow and Medium
(USM-MISHI)
Leaf Colour Dark Green
Yield Per Acre (Approx) 10 to 12 Mts/Acre
Time Of Sowing All seasons
Plant Height 60 to 80 cm
Days to 1st Harvest 60 to 65 days from TPL
Chilli Seeds
50 (USM-BHARANI) Seeds Colour and Size Yellow and Medium
Leaf Colour Dark Green
Yield Per Acre (Approx) 10 to 12 Mts/Acre
Time Of Sowing Kharif
Plant Height 80 to 90 cm
Chilli Seeds Days to 1st Harvest 55 to 60 days from TPL
51
(TR CH-92) Seeds Colour and Size Yellow and Medium
Fruit Colour Dark Green
Yield Per Acre (Approx) 12 to 14 Mts/Acre
52 Chilli Seeds Time Of Sowing Kharif
133Sr. Name of the Picture of the Product/
Description
No. Product Packaging
(USM-KIYARA) Plant Height 70 to 80 cm
Days to 1st Harvest 55 to 60 days from TPL
Seeds Colour and Size Yellow and Medium
Fruit Colour Parrot Green
Yield Per Acre (Approx) 12 to 14 Mts/Acre
Time Of Sowing Kharif
Plant Height 70 to 80 cm
Chilli Seeds Days to 1st Harvest 55 to 60 days from TPL
53
(USM-CYRUS) Seeds Colour and Size Yellow and Medium
Fruit Colour Parrot Green
Yield Per Acre (Approx) 12 to 14 Mts/Acre
Time Of Sowing Kharif & Rabi
Plant Height 70 to 90 cm
Days to 1st Harvest 55 to 60 days from TPL
Chilli Seeds
54 Seeds Colour and Size Yellow and Big
(TR CH-83)
Fruit Colour Dark Green
Yield Per Acre (Approx) 12 to 14 Mts/Acre
Time Of Sowing Kharif & Late Kharif
Plant Height 70-80 cm
Chilli Seeds Days to 1st Harvest 45 to 55 days from TPL
55
(TRCH-60) Seeds Colour and Size Yellow
Fruit Colour Green
Yield Per Acre (Approx) 12 to 14 Mts/Acre
Time Of Sowing Kharif & Rabi
Plant Height 70 to 80 cm
Chilli Seeds Days to 1st Harvest 55 to 60 days from TPL
56
(TRCH-65) Seeds Colour and Size Yellow and Medium
Fruit Colour Green
Yield Per Acre (Approx) 8 to 10 Mts/Acre
Watermelon Seeds
Time Of Sowing August – March
Plant Height 3 to 4 mts
Watermelon Seeds Days to Maturity 80 to 85 days
01
(USM-SAMRAT) Seeds Colour and Size Dark Brown and Oval
Leaf Colour Green
Yield Per Acre (Approx) 15 to 20 Mts/Acre
Time Of Sowing August – March
Plant Height 3 to 4 mts
Watermelon Seeds Days to Maturity 80 to 85 days
02
(USM-SANGAM) Seeds Colour and Size Dark Brown and Oval
Leaf Colour Green
Yield Per Acre (Approx) 15 to 20 Mts/Acre
Time Of Sowing August – March
03 Watermelon Seeds
Plant Height 3 to 4 mts
134Sr. Name of the Picture of the Product/
Description
No. Product Packaging
(USM- Days to Maturity 70 to 75 days
DHANUSH) Seeds Colour and Size Brown and Small
Leaf Colour Light Green
Yield Per Acre (Approx)
15 to 20 Mts/Acre
Time Of Sowing August – March
Plant Height 3 to 4 mts
Days to Maturity 65 to 70 days
Watermelon Seeds
Seeds Colour and Size Brown and Medium
04 (USM-2795
Leaf Colour Green
SHAMBHU)
Yield Per Acre (Approx)
18-20 mts/acre
Time Of Sowing August – March
Plant Height 3 to 4 mts
Watermelon Seeds Days to Maturity 70 to 75 days
05
(USM-TARUN) Seeds Colour and Size Brown and Small
Leaf Colour Green
Yield Per Acre (Approx) 18 to 20 Mts/Acre
Time Of Sowing August – March
Plant Height 3 to 4 mts
Watermelon Seeds Days to Maturity 70 to 75 days
06
(USM-BOSS) Seeds Colour and Size Brown and Small
Leaf Colour Green
Yield Per Acre (Approx) 18 to 20 Mts/Acre
Time Of Sowing August – March
Plant Height 3 to 4 mts
Watermelon Seeds Days to Maturity 70 to 75 days
07
(USM-AMEEN) Seeds Colour and Size Brown and Small
Leaf Colour Green
Yield Per Acre (Approx) 18 to 20 Mts/Acre
Time Of Sowing August – March
Plant Height 3 to 4 mts
Watermelon Seeds Days to Maturity 70 to 75 days
08
(USM-KAJOL) Seeds Colour and Size Black and Medium
Leaf Colour Green
Yield Per Acre (Approx) 18 to 20 Mts/Acre
Time Of Sowing August – March
Plant Height 3 to 4 mts
Watermelon Seeds
Days to Maturity 70 to 75 days
09 (USM-
Seeds Colour and Size Black and Medium
ZEENATH)
Leaf Colour Green
Yield Per Acre (Approx) 18 to 20 Mts/Acre
Time Of Sowing August – March
Watermelon Seeds
10 Plant Height 3 to 4 mts
(USM-SARDAR)
Days to Maturity 70 to 80 days
135Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Seeds Colour and Size Light Brown and Medium
Leaf Colour Green
Yield Per Acre (Approx)
15 to 20 Mts/Acre
Time Of Sowing August – March
Plant Height 3 to 4 mts
Watermelon Seeds Days to Maturity 70 to 80 days
11
(USM-SIMRAN) Seeds Colour and Size Light Brown and Medium
Leaf Colour Green
Yield Per Acre (Approx) 15 to 20 Mts/Acre
Time Of Sowing August – March
Plant Height 3 to 4 mts
Watermelon Seeds Days to Maturity 70 to 75 days
12
(USM-PRUTHVI) Seeds Colour and Size Black and Medium
Leaf Colour Green
Yield Per Acre (Approx) 18 to 20 Mts/Acre
Time Of Sowing August – March
Plant Height 3 to 4 mts
Watermelon Seeds Days to Maturity 70 to 75 days
13
(USM-ROCKEY) Seeds Colour and Size Black and Small
Leaf Colour Green
Yield Per Acre (Approx) 18 to 20 Mts/Acre
Time Of Sowing August – March
Plant Height 3 to 4 mts
Watermelon Seeds
Days to Maturity 70 to 75 days
14 (USM-SAMRAT
Seeds Colour and Size Brown and Medium
GOLD)
Leaf Colour Green
Yield Per Acre (Approx) 18 to 20 Mts/Acre
Time Of Sowing August – March
Plant Height 3 to 4 mts
Watermelon Seeds
Days to Maturity 40 to 45 days
15 (USM-
Seeds Colour and Size Brown and Medium
DIAMOND)
Leaf Colour Green
Yield Per Acre (Approx) 18 to 20 Mts/Acre
Time Of Sowing August – March
Plant Height 3 to 4 mts
Water Melon
Days to 1st Harvest 70 to 75 days
16 Seeds
Seeds Colour and Size Brown and Small
(TRWM-54)
Fruit Colour Green
Yield Per Acre (Approx) 18 to 20 Mts/Acre
Bitter Gourd Seeds
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Bitter Gourd Seeds
01 Days to 1st Harvest 45-50 days from TPL
(USM-SHWETA)
Seeds Colour and Size Brown and Medium
Fruit Colour White
136Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Yield Per Acre (Approx)
12 to 14 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Bitter Gourd Seeds Days to 1st Harvest 45-50 days from TPL
02
(USM-KAVERI) Seeds Colour and Size Brown and Medium
Fruit Colour Green
Yield Per Acre (Approx) 12 to 14 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Bitter Gourd Seeds Days to 1st Harvest 45-50 days from TPL
03
(USM-PRAYAG) Seeds Colour and Size Brown and Medium
Fruit Colour Dark Green
Yield Per Acre (Approx) 12 to 14 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Bitter Gourd Seeds Days to 1st Harvest 45-50 days from TPL
04
(USM-NANDINI) Seeds Colour and Size Brown and Medium
Fruit Colour Dark Green
Yield Per Acre (Approx) 12 to 14 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Bitter Gourd Seeds
Days to 1st Harvest 45-50 days from TPL
05 (USM-NANDINI
Seeds Colour and Size Brown and Medium
PLUS)
Fruit Colour Dark Green
Yield Per Acre (Approx) 12 to 14 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Days to 1st Harvest 45-50 days from TPL
Bitter Gourd Seeds
06 Seeds Colour and Size Brown and Medium
(USM-KEERTI)
Fruit Colour Dark Green small
Yield Per Acre (Approx)
12 to 14 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Bitter Gourd Seeds Days to 1st Harvest 45-50 days from TPL
07
(USM-SAHIL) Seeds Colour and Size Brown and Medium
Fruit Colour Metallic Green
Yield Per Acre (Approx) 12 to 14 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Bitter Gourd Seeds Plant Height 3 to 4 mts
08
(USM-MEGHA) Days to 1st Harvest 45-50 days from TPL
Seeds Colour and Size Brown and Medium
137Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Fruit Colour Dark Green long
Yield Per Acre (Approx)
12 to 14 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Bitter Gourd Seeds Days to 1st Harvest 45-50 days from TPL
09
(USM-SHIVANI) Seeds Colour and Size Brown and Medium
Fruit Colour Dark Green
Yield Per Acre (Approx) 12 to 14 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Bitter Gourd Seeds
Days to 1st Harvest 45-50 days from TPL
10 (USM-
Seeds Colour and Size Brown and Medium
SADHANA)
Fruit Colour Dark Green
Yield Per Acre (Approx) 16 to 14 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Bitter Gourd Seeds
Days to 1st Harvest 45-50 days from TPL
11 (USM-
Seeds Colour and Size Brown and Medium
RACHANA)
Fruit Colour Dark Green
Yield Per Acre (Approx) 10 to 12 Mts/Acre
Bottle Gourd Seeds
Time Of Sowing Kharif, Rabi & Summer
Bottle Gourd Plant Height 3 to 4 mts
Seeds Days to 1st Harvest 55-60 days from TPL
01
(USM- Seeds Colour and Size Brown and Medium
SHRAVAN) Fruit Colour Parrot Green
Yield Per Acre (Approx) 20-25 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Bottle Gourd Days to 1st Harvest 55-60 days from TPL
02 Seeds Seeds Colour and Size Brown and Medium
(USM-SHAN) Fruit Colour Parrot Green
Yield Per Acre (Approx)
20-25 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Bottle Gourd Plant Height 3 to 4 mts
Seeds Days to 1st Harvest 55-60 days from TPL
03
(USM- Seeds Colour and Size Brown and Medium
SHASHANK) Fruit Colour Parrot Green
Yield Per Acre (Approx) 20-25 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Bottle Gourd Plant Height 3 to 4 mts
04 Seeds Days to 1st Harvest 55-60 days from TPL
(USM-NANDAN) Seeds Colour and Size Brown and Medium
Fruit Colour Parrot Green
138Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Yield Per Acre (Approx)
20-25 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Bottle Gourd
Days to 1st Harvest 55-60 days from TPL
05 Seeds
Seeds Colour and Size Brown and Medium
(USM-KANHA)
Fruit Colour Parrot Green
Yield Per Acre (Approx) 20-22 Mts/Acre
Time Of Sowing All seasons
Plant Height 3 to 4 mts
Days to 1st Harvest 55-60 days from TPL
Bottle Gourd
06 Seeds Colour and Size Brown and Medium
TRBOT-12
Fruit Colour Parrot Green
Yield Per Acre (Approx)
20-22 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Days to 1st Harvest 45-50 days from TPL
Bottle Gourd
07 Seeds Colour and Size Brown and Medium
TRBOT-16
Fruit Colour Parrot Green
Yield Per Acre (Approx)
20-22 Mts/Acre
Time Of Sowing All seasons
Plant Height 3 to 4 mts
Bottle Gourd Days to 1st Harvest 55-60 days from TPL
08
USM-ROHIT Seeds Colour and Size Brown and Medium
Fruit Colour Dark green with white spots
Yield Per Acre (Approx) 20-22 Mts/Acre
Time Of Sowing All seasons
Plant Height 3 to 4 mts
Bottle Gourd Days to 1st Harvest 55-60 days from TPL
09
USM-RUSHABH Seeds Colour and Size Brown and Medium
Fruit Colour Dark green with white spots
Yield Per Acre (Approx) 20-22 Mts/Acre
Ridge Gourd Seeds
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Ridge Gourd Days to 1st Harvest 50-55 days from TPL
01 Seeds Seeds Colour and Size Brown and Medium
(USM-SUNITA) Fruit Colour Green
Yield Per Acre (Approx)
15-18 Mts/Acre
02 Time Of Sowing Kharif, Rabi & Summer
139Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Ridge Gourd Plant Height 3 to 4 mts
Seeds Days to 1st Harvest 50-55 days from TPL
(USM-11) Seeds Colour and Size Brown and Medium
Fruit Colour Green
Yield Per Acre (Approx)
15-18 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Ridge Gourd Days to 1st Harvest 50-55 days from TPL
03 Seeds Seeds Colour and Size Brown and Medium
(USM-KUMBH) Fruit Colour Dark Green
Yield Per Acre (Approx)
14-18 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Ridge Gourd Days to 1st Harvest 50-55 days from TPL
04 Seeds Seeds Colour and Size Brown and Medium
(USM-99)
Fruit Colour Green
Yield Per Acre (Approx)
15-18 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Ridge Gourd Days to 1st Harvest 50-55 days from TPL
05 Seeds Seeds Colour and Size Brown and Medium
(USM-SHALINI) Fruit Colour Green
Yield Per Acre (Approx)
15-18 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Days to 1st Harvest 45-55 days from TPL
Ridge Gourd
Seeds Colour and Size Brown and Medium
06 Seeds
Fruit Colour Green
(USM-RADHA)
Yield Per Acre (Approx)
15-18 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Ridge Gourd Days to 1st Harvest 50-55 days from TPL
07
TRRG-15 Seeds Colour and Size Brown and Medium
Fruit Colour Green
Yield Per Acre (Approx) 15-18 Mts/Acre
Snake Gourd Seeds
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Snake Gourd
Days to 1st Harvest 50-55 days from TPL
Seeds
01 Seeds Colour and Size Brown and Medium
(USM-
Fruit Colour Short and ash color
NAMITHA)
Yield Per Acre (Approx)
15-18 Mts/Acre
140Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3-4 mts
Snake Gourd Days to 1st Harvest 50-55 days from TPL
02 Seeds Seeds Colour and Size Brown and Medium
(USM-TRIVENI)
Fruit Colour Ash color
Yield Per Acre (Approx)
15-18 Mts/Acre
Sponge Gourd Seeds
Time Of Sowing Kharif, Rabi & Summer
Sponge Gourd Plant Height 3 to 4 mts
Seeds Days to 1st Harvest 50-55 days from TPL
01
(USM-AJAY Seeds Colour and Size Brown and Medium
PLUS) Fruit Colour Parrot Green
Yield Per Acre (Approx) 15-18 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Sponge Gourd Days to 1st Harvest 50-55 days from TPL
02 Seeds Seeds Colour and Size Brown and Medium
(USM-MEERA)
Fruit Colour Dark Green
Yield Per Acre (Approx)
15-18 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Sponge Gourd Days to 1st Harvest 50-55 days from TPL
03 Seeds Seeds Colour and Size Brown and Medium
(USM-ROOPALI) Fruit Colour Green
Yield Per Acre (Approx)
15-18 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Sponge Gourd Days to 1st Harvest 50-55 days from TPL
04 Seeds Seeds Colour and Size Brown and Medium
(USM-NEHA) Fruit Colour Dark Green
Yield Per Acre (Approx) 15-18 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Sponge Gourd
Days to 1st Harvest 50-55 days from TPL
Seeds
05 Seeds Colour and Size Brown and Medium
(USM-RADHIKA
21) Fruit Colour Dark Green
Yield Per Acre (Approx)
15-18 Mts/Acre
Time Of Sowing Kharif, Rabi & Summer
Plant Height 3 to 4 mts
Sponge Gourd
Days to 1st Harvest 50-55 days from TPL
Seeds
06 Seeds Colour and Size Brown and Medium
(USM-
ANUPAMA) Fruit Colour Dark Green
Yield Per Acre (Approx)
15-18 Mts/Acre
Bhendi Seeds
141Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Time Of Sowing All seasons
Plant Height 110 to 120 cm
Days to 1st Harvest 55-60 days
Bhendi Seeds
01 Seeds Colour and Size Green and Medium
(USM-SANIA)
Leaf Colour Green
Yield Per Acre (Approx) 20-25mts/acre
Time Of Sowing All seasons
Plant Height 110 to 120 cm
Days to 1st Harvest 55-60 days
Bhendi Seeds
02 Seeds Colour and Size Green and Medium
(USM-AMBIKA)
Leaf Colour Green
Yield Per Acre (Approx) 20-22mts/acre
Time Of Sowing All seasons
Plant Height 110 to 120 cm
Days to 1st Harvest 55-60 days
Bhendi Seeds
03 Seeds Colour and Size Green and Medium
(USM-5001)
Leaf Colour Green
Yield Per Acre (Approx) 20-25mts/acre
Time Of Sowing All seasons
Plant Height 110 to 120 cm
Days to 1st Harvest 55-60 days
Bhendi Seeds
04 Seeds Colour and Size Green and Medium
(USM-SNEHA)
Leaf Colour Green
Yield Per Acre (Approx) 20-25mts/acre
Time Of Sowing All seasons
Plant Height 110 to 120 cm
Bhendi Seeds
Days to 1st Harvest 55-60 days
05 (USM-
Seeds Colour and Size Green and Medium
SUKANYA)
Leaf Colour Green
Yield Per Acre (Approx) 15-18 mts/acre
Time Of Sowing All seasons
Plant Height 110 to 120 cm
Days to 1st Harvest 55-60 days
Bhendi Seeds Seeds Colour and Size Green and Medium
06
(USM-SURABHI)
Leaf Colour Green
Yield Per Acre (Approx) 20-25mts/acre
Time Of Sowing All seasons
Plant Height 150 to 160 cm
Bhendi Seeds Days to 1st Harvest 55-60 days
07 (USM- Seeds Colour and Size Green and Medium
SHUBHAM) Leaf Colour Green
Yield Per Acre (Approx) 15-18 mts/acre
142Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Time Of Sowing All seasons
Plant Height 110 to 120 cm
Bhendi Seeds
Days to 1st Harvest 55-60 days
08 (USM-55
Seeds Colour and Size Green and Medium
ANKITA)
Leaf Colour Green
Yield Per Acre (Approx) 20-25mts/acre
Time Of Sowing All seasons
Plant Height 110 to 120 cm
Days to 1st Harvest 55-60 days
Bhendi Seeds
09 Seeds Colour and Size Green and Medium
(USM-ANJANI)
Leaf Colour Green
Yield Per Acre (Approx) 20-25mts/acre
Time Of Sowing All seasons
Plant Height 110 to 120 cm
Bhendi Seeds Days to 1st Harvest 55-60 days
10 (USM-KRISHNA Seeds Colour and Size Green and Medium
GOLD)
Leaf Colour Green
Yield Per Acre (Approx) 20-25mts/acre
Time Of Sowing All seasons
Plant Height 110 to 120 cm
Bhendi Seeds Days to 1st Harvest 55-60 days
11 (USM- Seeds Colour and Size Green and Medium
AKSHATA) Leaf Colour Green
Yield Per Acre (Approx) 20-25mts/acre
Time Of Sowing All seasons
Plant Height 110 to 120 cm
Days to 1st Harvest 55-60 days
Bhendi Seeds
12 Seeds Colour and Size Green and Medium
(USM-SHIFA)
Leaf Colour Green
Yield Per Acre (Approx) 20-25mts/acre
Time Of Sowing All seasons
Plant Height 110 to 120 cm
Days to 1st Harvest 55-60 days
Bhendi Seeds
Seeds Colour and Size Green and Medium
13 (USM-ANKITA
GOLD) Leaf Colour Green
Yield Per Acre (Approx) 20-25mts/acre
Time Of Sowing All seasons
Plant Height 110 to 120 cm
Days to 1st Harvest 55-60 days
Bhendi Seeds
14 Seeds Colour and Size Green and Medium
(TRBH-29)
Fruit Colour Green
Yield Per Acre (Approx) 20-25mts/acre
143Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Time Of Sowing All seasons
Plant Height 110 to 120 cm
Days to 1st Harvest 55-60 days
Bhendi Seeds
15 Seeds Colour and Size Green and Medium
USM-Sanket
Fruit Colour Green
Yield Per Acre (Approx) 20-25mts/acre
Time Of Sowing All seasons
Plant Height 110 to 120 cm
Days to 1st Harvest 55-60 days
Bhendi
16 Seeds Colour and Size Green and Medium
(TRBH-47)
Fruit Colour Green
Yield Per Acre (Approx) 20-25mts/acre
Time Of Sowing All seasons
Plant Height 110 to 120 cm
Days to 1st Harvest 55-60 days
Bhendi
17 Seeds Colour and Size Green and Medium
(TRBH-52)
Fruit Colour Green
Yield Per Acre (Approx) 20-25mts/acre
Cucumber Seeds
Time Of Sowing All seasons
Plant Height 2-3 mts
Days to 1st Harvest 45-50 days
Cucumber Seeds
01 Seeds Colour and Size Cremish white and Medium
(USM-REKHA)
Fruit Colour Green
Yield Per Acre (Approx) 12-14mts/acre
Time Of Sowing All seasons
Plant Height 2-3 mts
Days to 1st Harvest 45-50 days
Cucumber Seeds
02 Seeds Colour and Size Cremish white and Medium
(USM-HEENA)
Fruit Colour Light Green
Yield Per Acre (Approx) 12-14mts/acre
Time Of Sowing All seasons
Plant Height 2-3 mts
Days to 1st Harvest 45-50 days
Cucumber Seeds
03 Seeds Colour and Size Cremish white and Medium
(USM-RAJANI)
Fruit Colour White
Yield Per Acre (Approx) 12-15mts/acre
Time Of Sowing All seasons
Plant Height 2-3 mts
Cucumber Seeds Days to 1st Harvest 45-50 days
04 (USM-RAJANI Seeds Colour and Size Cremish white and Medium
GOLD) Fruit Colour Creamish
Yield Per Acre (Approx) 12-14mts/acre
144Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Time Of Sowing All seasons
Plant Height 2-3 mts
Days to 1st Harvest 45-50 days
Cucumber Seeds
05 Seeds Colour and Size Cremish white and Medium
(USM-RANI 01)
Fruit Colour Light Green
Yield Per Acre (Approx) 12-14mts/acre
Time Of Sowing All seasons
Plant Height 2-3 mts
Days to 1st Harvest 45-50 days
Cucumber Seeds
06 Seeds Colour and Size Cremish white and Medium
(USM-SUMAN)
Fruit Colour Light Green
Yield Per Acre (Approx) 12-14mts/acre
Time Of Sowing All seasons
Plant Height 2-3 mts
Days to 1st Harvest 45-50 days
Cucumber Seeds
07 Seeds Colour and Size Cremish white and Medium
(USM-VIBHA)
Fruit Colour Light Green
Yield Per Acre (Approx) 12-14mts/acre
Time Of Sowing All seasons
Plant Height 2-3 mts
Days to 1st Harvest 40-45 days
Cucumber Seeds Seeds Colour and Size Cremish white and Medium
08
TRCU -15
Fruit Colour Dark Green
Yield Per Acre (Approx) 12-14mts/acre
Time Of Sowing All seasons
Plant Height 2-3 mts
Cucumber Seeds Days to 1st Harvest 65-70 days
09 (USM- Seeds Colour and Size Cremish white and Medium
SUVARNA)
Fruit Colour Green with orange bands
Yield Per Acre (Approx) 12-14mts/acre
Time Of Sowing All seasons
Plant Height 2-3 mts
Days to 1st Harvest 65-70 days
Cucumber Seeds
10 Seeds Colour and Size Cremish white and Medium
(USM-SMB-005)
Fruit Colour Green with orange bands
Yield Per Acre (Approx) 12-14mts/acre
Pumpkin Seeds
Time Of Sowing All seasons
Plant Height 2-3 mts
Days to 1st Harvest 65-70 days
Pumpkin Seeds
01 Seeds Colour and Size Cremish white & big
(USM-08 PLUS)
Fruit Colour Green with cream mosaic
Yield Per Acre (Approx) 12-14mts/acre
145Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Time Of Sowing All seasons
Plant Height 2-3 mts
Days to 1st Harvest 65-70 days
Pumpkin Seeds
02 Seeds Colour and Size Cremish white & big
(USM-10)
Fruit Colour Green with cream mosaic
Yield Per Acre (Approx) 12-14mts/acre
Time Of Sowing All seasons
Plant Height 2-3 mts
Days to 1st Harvest 65-70 days
Pumpkin Seeds
03 Seeds Colour and Size Cremish white & big
(USM-09)
Fruit Colour Dark Green
Yield Per Acre (Approx) 12-14mts/acre
Time Of Sowing All seasons
Plant Height 2-3 mts
Pumpkin Seeds Days to 1st Harvest 65-70 days
04 (USM-GOVINDA Seeds Colour and Size Cremish white & big
12) Fruit Colour Green Oval with cream
mosaic
Yield Per Acre (Approx) 12-14mts/acre
Time Of Sowing All seasons
Plant Height 2-3 mts
Pumpkin Seeds Days to 1st Harvest 65-70 days
05
(USM-NAKUL) Seeds Colour and Size Cremish white & big
Fruit Colour Green with cream mosaic
Yield Per Acre (Approx) 12-14mts/acre
Time Of Sowing All seasons
Plant Height 2-3 mts
Days to 1st Harvest 65-70 days
Pumpkin Seeds
06 Seeds Colour and Size Cremish white & big
(USM-111)
Fruit Colour Green with cream mosaic
Yield Per Acre (Approx) 12-14mts/acre
Time Of Sowing All seasons
Plant Height 2-3 mts
Days to 1st Harvest 65-70 days
Pumpkin Seeds
07 Seeds Colour and Size Cremish white & big
(USM-222)
Fruit Colour Green with cream mosaic
Yield Per Acre (Approx) 12-14mts/acre
Time Of Sowing All seasons
Plant Height 2-3 mts
Pumpkin Seeds Days to 1st Harvest 75-80 days
08 (USM-PARTHA Seeds Colour and Size Cremish white & big
PLUS) Fruit Colour Green with cream mosaic
Yield Per Acre (Approx) 12-14mts/acre
146Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Time Of Sowing All seasons
Plant Height 2-3 mts
Days to 1st Harvest 65-70 days
Pumpkin Seeds
09 Seeds Colour and Size Cremish white & big
TR PUM-10
Fruit Colour Dark Green with waxy
coating
Yield Per Acre (Approx) 12-14mts/acre
Muskmelon Seeds
Time Of Sowing All Seasons
Plant Height 2-3 mts
Days to Maturity 65-70 days from TPL
Muskmelon Seeds
01 Seeds Colour and Size Cremish white
(USM-003)
Fruit Colour Cream with green bands
Yield Per Acre (Approx) 6-8 mts/acre
Time Of Sowing All Seasons
Plant Height 2-3 mts
Days to Maturity 65-70 days from TPL
Muskmelon Seeds
02 Seeds Colour and Size Cremish white
(USM-LEGEND)
Fruit Colour Cream with netting
Yield Per Acre (Approx) 6-8 mts/acre
Time Of Sowing All Seasons
Plant Height 2-3 mts
Days to Maturity 65-70 days from TPL
Muskmelon Seeds
03 Seeds Colour and Size Cremish white
(USM-004)
Fruit Colour Cream with green bands
Yield Per Acre (Approx) 6-8 mts/acre
Capsicum Seeds
Time Of Sowing Kharif & Rabi
Plant Height 60 to 80 cm
Days to 1st Harvest 55-60 days from TPL
Capsicum Seeds
01 Seeds Colour and Size Light Yellow
(USM-GALAXY)
Fruit Colour Green & Big
Yield Per Acre (Approx) 8-10 mts/acre
Time Of Sowing Kharif & Rabi
Plant Height 60 to 80 cm
Capsicum Seeds Days to 1st Harvest 55-60 days from TPL
02 (USM- Seeds Colour and Size Light Yellow
MARSHAL) Fruit Colour Green & Big
Yield Per Acre (Approx) 8-10 mts/acre
Time Of Sowing Kharif & Rabi
Plant Height 60 to 80 cm
Capsicum Seeds Days to 1st Harvest 55-60 days from TPL
03
(USM-MONICA) Seeds Colour and Size Light Yellow
Fruit Colour Green & medium size
Yield Per Acre (Approx) 8-10 mts/acre
147Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Time Of Sowing Kharif & Rabi
Plant Height 60 to 80 cm
Capsicum Seeds Days to 1st Harvest 55-60 days from TPL
04 (USM-MONICA Seeds Colour and Size Light Yellow
PLUS) Fruit Colour Green & medium size
Yield Per Acre (Approx) 8-10 mts/acre
Time Of Sowing Kharif & Rabi
Plant Height 60 to 80 cm
Capsicum Seeds Days to 1st Harvest 55-60 days from TPL
05 (USM-FIESTA Seeds Colour and Size Light Yellow
18) Fruit Colour Green & Big
Yield Per Acre (Approx) 8-10 mts/acre
Time Of Sowing Kharif & Rabi
Plant Height 60 to 80 cm
Days to 1st Harvest 55-60 days from TPL
Capsicum Seeds
06 Seeds Colour and Size Light Yellow
(USM-MILAAN)
Fruit Colour Green & Big
Yield Per Acre (Approx) 8-10 mts/acre
Time Of Sowing Kharif & Rabi
Plant Height 60 to 80 cm
Days to 1st Harvest 55-60 days from TPL
Capsicum Seeds
07 Seeds Colour and Size Light Yellow
(USM-LINIYA)
Fruit Colour Green & Big
Yield Per Acre (Approx) 8-10 mts/acre
Time Of Sowing Kharif & Rabi
Plant Height 60 to 80 cm
Capsicum Seeds Days to 1st Harvest 55-60 days from TPL
08 (USM-VARSHA Seeds Colour and Size Light Yellow
16)
Fruit Colour Green & Big
Yield Per Acre (Approx) 8-10 mts/acre
Yard Long Beans
Time Of Sowing All seasons
Plant Height 320 to 350 cm
Yard Long Beans Days to 1st Harvest 60 -70 days
01 Seeds Seeds Colour and Size Brown and Medium
(USM-KIRAN) Pod Colour Green
Yield Per Acre (Approx) 8-10 mts/acre
Time Of Sowing All seasons
Plant Height 320 to 350 cm
Yard Long Beans
Days to 1st Harvest 60 -70 days
Seeds
02 Seeds Colour and Size Brown and Medium
(USM-KANIKA
GOLD) Pod Colour Dark Green
Yield Per Acre (Approx) 8-10 mts/acre
Cowpea Seeds
Time Of Sowing All seasons
01 Cowpea Seeds
Plant Height 320 to 350 cm
148Sr. Name of the Picture of the Product/
Description
No. Product Packaging
(USM- Days to 1st Harvest 60 -70 days
ALANKAR) Seeds Colour and Size Brown and Medium
Pod Colour Light Green
Yield Per Acre (Approx) 8-10 mts/acre
Cluster Beans Seeds
Time Of Sowing All seasons
Plant Height 80 to 85 cm
Cluster Beans Days to 1st Harvest 60-65 days
01 Seeds Seeds Colour and Size Brown and Medium
(USM-DEEPTI)
Pod Colour Green
Yield Per Acre (Approx) 8-10 mts/acre
Time Of Sowing All seasons
Plant Height 80 to 85 cm
Cluster Beans
Days to 1st Harvest 60-65 days
Seeds
02 Seeds Colour and Size Brown and Medium
(USM-DEEPTI
GOLD) Pod Colour Green
Yield Per Acre (Approx) 8-10 mts/acre
Radish Seeds
Time Of Sowing All Seasons
Plant Height 50-60 cms
Radish Seeds Days to Maturity 40-50 days
01
(USM-AMOGH) Seeds Colour and Size grey
Leaf Colour Green
Yield Per Acre (Approx) 4-5 qt/acre
Time Of Sowing All Seasons
Plant Height 50-60 cms
Days to Maturity 40-50 days
Radish Seeds Seeds Colour and Size grey
02
(USM-AIRAVAT)
Leaf Colour Green
Yield Per Acre (Approx) 4-5 qt/acre
Time Of Sowing All Seasons
Plant Height 50-60 cms
Days to Maturity 40-50 days
Radish Seeds
03 Seeds Colour and Size grey
(USM-RAFALE)
Leaf Colour Green
Yield Per Acre (Approx) 4-5 qt/acre
Time Of Sowing All Seasons
Plant Height 50-60 cms
Days to Maturity 40-50 days
Radish Seeds
04 Seeds Colour and Size grey
(USM-ANU 33)
Leaf Colour Green
Yield Per Acre (Approx) 4-5 qt/acre
149Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Onion Seeds
Time Of Sowing Khari and Rabi
Plant Height 50-60cm
ONION Seeds Days to Maturity 120-130 days
01 (USM- Seeds Colour and Size Black and small
SWEEKAR) Leaf Colour Green
Yield Per Acre (Approx) 10-12mts/acre
Time Of Sowing Khari and Rabi
Plant Height 50-60cm
ONION Seeds Days to Maturity 120-130 days
02 (USM- Seeds Colour and Size Black and small
DARSHAN) Leaf Colour Green
Yield Per Acre (Approx) 10-12mts/acre
Time Of Sowing Khari and Rabi
Plant Height 50-60cm
Days to Maturity 120-130 days
ONION Seeds
03 Seeds Colour and Size Black and small
(USM-RUBI)
Leaf Colour Green
Yield Per Acre (Approx) 10-12mts/acre
Time Of Sowing Khari and Rabi
Plant Height 50-60cm
Days to Maturity 120-130 days
ONION Seeds
04 Seeds Colour and Size Black and small
(USM-SIMBHA)
Leaf Colour Green
Yield Per Acre (Approx) 10-12mts/acre
Time Of Sowing Khari and Rabi
Plant Height 50-60cm
ONION Seeds Days to Maturity 120-130 days
05
(USM-BAHAAR) Seeds Colour and Size Black and small
Leaf Colour Green
Yield Per Acre (Approx) 10-12mts/acre
Time Of Sowing Khari and Rabi
Plant Height 50-60cm
Days to Maturity 120-130 days
ONION Seeds
06 Seeds Colour and Size Black and small
(USM-PINK)
Leaf Colour Green
Yield Per Acre (Approx) 10-12mts/acre
Pole Beans Seeds
Time Of Sowing Kharif and Rabi
Plant Height 200 to 210 cm
Days to Maturity 55-65 days
Pole Beans Seeds
01 Seeds Colour and Size White and Medium
(USM-ILEANA)
Leaf Colour Green
Yield Per Acre (Approx) 8-10mts/acre
150Sr. Name of the Picture of the Product/
Description
No. Product Packaging
French Beans Seeds
Time Of Sowing Kharif and Rabi
Plant Height 60-65 cm
French Beans Days to Maturity 55-65 days
01 Seeds Seeds Colour and Size White and Medium
(USM-GOKUL) Leaf Colour Green
Yield Per Acre (Approx) 8-10mts/acre
Time Of Sowing Kharif and Rabi
Plant Height 60-65 cm
French Beans Days to Maturity 55-65 days
02 Seeds Seeds Colour and Size White and Medium
(USM-SAWAN) Leaf Colour Green
Yield Per Acre (Approx) 8-10mts/acre
Beetroot Seeds
Time Of Sowing Rabi
Plant Height Medium Tall
Beetroot Seeds Days to Maturity 65 to 75 days
01
(USM-PHOENIX) Seeds Colour and Size Grey
Leaf Colour Green
Yield Per Acre (Approx) 8-10Mts/acre
Time Of Sowing Rabi
Plant Height Medium Tall
Beetroot Seeds Days to Maturity 65 to 75 days
02
(USM-GENESIS) Seeds Colour and Size Grey
Leaf Colour Green
Yield Per Acre (Approx) 8-10 Mts/acre
Time Of Sowing Rabi
Plant Height Medium Tall
Days to Maturity 60 to 65 days
Beetroot Seeds
03 Seeds Colour and Size Grey
(USM-JENIFER)
Leaf Colour Green
Yield Per Acre (Approx) 7-9 mts/acre
Time Of Sowing Rabi
Plant Height Medium Tall
Days to Maturity 60 to 65 days
Beetroot Seeds
04 Seeds Colour and Size Grey
(USM-RANGER)
Leaf Colour Green
Yield Per Acre (Approx) 10-12 mts/acre
Knol Khol Seeds
Time Of Sowing Rabi
Plant Height Medium Tall
Days to Maturity 60 to 65 days
Knol Khol Seeds
01 Seeds Colour and Size Grey
(USM-DRONE)
Leaf Colour Green
Yield Per Acre (Approx) 8-10 mts/acre
Carrot Seeds
151Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Time Of Sowing Round the year
Plant Height 45-50 cms
Carrot Seeds Days to Maturity 80-90 days
01 (UNISEM- Seeds Colour and Size Grey
KURODA) Leaf Colour Green
Yield Per Acre (Approx) 12-15 mts /acre
Time Of Sowing Round the year
Plant Height 45-50 cms
Days to Maturity 80-90 days
Carrot Seeds
02 Seeds Colour and Size Grey
(USM-SONATA)
Leaf Colour Green
Yield Per Acre (Approx) 12-15 mts /acre
Cabbage Seeds
Time Of Sowing Round the year
Plant Height 45-50 cms
Days to Maturity 60 to 75 days
Cabbage Seeds
01 Seeds Colour and Size Blakish brown
(USM-PRINCE)
Leaf Colour Green
Yield Per Acre (Approx) 20-25mts/acre
Time Of Sowing Round the year
Plant Height 45-50 cms
Days to Maturity 70-75 days
Cabbage Seeds
02 Seeds Colour and Size Blakish brown
(USM-KING)
Leaf Colour Green
Yield Per Acre (Approx) 20-24mts/acre
Time Of Sowing Round the year
Plant Height 45-50 cms
Days to Maturity 70-75 days
Cabbage Seeds Seeds Colour and Size Blakish brown
03
(USM-JOCKEY)
Leaf Colour Green
Yield Per Acre (Approx) 20-24mts/acre
Time Of Sowing Round the year
Plant Height 45-50 cms
Days to Maturity 70-75 days
Cabbage Seeds
04 Seeds Colour and Size Blakish brown
(USM-DOLLY)
Leaf Colour Green
Yield Per Acre (Approx) 25-30mts/acre
Time Of Sowing Round the year
Plant Height 45-50 cms
Days to Maturity 70-75 days
Cabbage Seeds
05 Seeds Colour and Size Blakish brown
(USM-LAURA)
Leaf Colour Green
Yield Per Acre (Approx) 20-24mts/acre
152Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Time Of Sowing Round the year
Plant Height 45-50 cms
Cabbage Seeds Days to Maturity 70-75 days
06 (USM- Seeds Colour and Size Blakish brown
SAMANTHA)
Leaf Colour Green
Yield Per Acre (Approx) 20-24mts/acre
Brinjal Seeds
Time Of Sowing Round the year
Plant Height 90-100cm
Brinjal Seeds Days to Maturity 60-65 days
01
(USM-NAMAN) Seeds Colour and Size Yellow
Leaf Colour Green
Yield Per Acre (Approx) 25 -30mts
Time Of Sowing Round the year
Plant Height 90-100cm
Brinjal Seeds
Days to Maturity 60-65 days
02 (USM-
Seeds Colour and Size Yellow
SUSHANT)
Leaf Colour Green
Yield Per Acre (Approx) 25 -30mts
Time Of Sowing Round the year
Plant Height 90-100cm
Days to Maturity 60-65 days
Brinjal Seeds
03 Seeds Colour and Size Yellow
(USM-AMAR)
Leaf Colour Green
Yield Per Acre (Approx) 25 -30mts
Peas Seeds
Time Of Sowing Rabi
Plant Height 80-90cm
Days to Maturity 45-50 days
Peas Seeds Seeds Colour and Size Green
01
(USM-PS-10) Leaf Colour Green
Yield Per Acre (Approx) 4-5mts
Papaya Seeds
Time Of Sowing Round the year
Plant Height 160-180 cms
Days to Maturity 180 days
Papaya Seeds
01 Seeds Colour and Size Grey
(USM-ALPHA)
Leaf Colour Green
Yield Per Acre (Approx) 100 mts
Time Of Sowing Round the year
Plant Height 160-180 cms
Days to Maturity 180 days
Papaya Seeds
02 Seeds Colour and Size Grey
(USM-BETA)
Leaf Colour Green
Yield Per Acre (Approx) 100 mts
Ash Gourd Seeds
01 Ash Gourd Seeds Time Of Sowing Round the year
153Sr. Name of the Picture of the Product/
Description
No. Product Packaging
(USM-DEV 3404) Plant Height 250-300cms
Days to Maturity 80-90days
Seeds Colour and Size Cremish
Leaf Colour Green
Yield Per Acre (Approx) 20-25mts
Dolichos
Time Of Sowing Kharif, Rabi & Summer
Plant Height 80-90 cms
Days to 1st Harvest 50-55 days
Dolichos
01 Seeds Colour and Size Brown and Medium
USM-Dolphin
Fruit Colour Green
Yield Per Acre (Approx)
3-4 q/Acre
Flower Seeds
Marigold Seeds
Time Of Sowing All seasons
Plant Height 70 to 80 cm
Marigold Seeds Days to 1st Harvest 40-50 days from TPL
01
(USM-POOJA) Seeds Colour and Size Black
Flower Colour Yellow
ss
Yield Per Acre (Approx) 6-8 mts/acre
Time Of Sowing All seasons
Plant Height 70 to 80 cm
Days to 1st Harvest 40-50 days from TPL
Marigold Seeds
02 Seeds Colour and Size Black
(USM-KESAR)
Flower Colour Orange
Yield Per Acre (Approx) 6-8 mts/acre
Time Of Sowing All seasons
Plant Height 70 to 80 cm
Days to 1st Harvest 40-50 days from TPL
Marigold Seeds
03 Seeds Colour and Size Black
(USM-AARTHI)
Flower Colour Golden Yellow
Yield Per Acre (Approx) 6-8 mts/acre
Time Of Sowing All seasons
Plant Height 70 to 80 cm
Days to 1st Harvest 40-50 days from TPL
Marigold Seeds
04 Seeds Colour and Size Black
(USM-DIMPLE)
Flower Colour Yellow
Yield Per Acre (Approx) 6-8 mts/acre
Time Of Sowing All seasons
Plant Height 70 to 80 cm
Days to 1st Harvest 40-50 days from TPL
Marigold Seeds
05 Seeds Colour and Size Black
(USM-UNIGOLD)
Flower Colour Golden Yellow
Yield Per Acre (Approx) 6-8 mts/acre
154Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Time Of Sowing All seasons
Plant Height 70 to 80 cm
Marigold Seeds Days to 1st Harvest 40-50 days from TPL
06 (USM- Seeds Colour and Size Black
PRIYANKA)
Flower Colour Yellow
Yield Per Acre (Approx) 6-8 mts/acre
Time Of Sowing All seasons
Plant Height 70 to 80 cm
Days to 1st Harvest 40-50 days from TPL
Marigold Seeds
07 Seeds Colour and Size Black
(USM-AJANTA)
Flower Colour Yellow
Yield Per Acre (Approx) 6-8 mts/acre
Time Of Sowing All seasons
Plant Height 70 to 80 cm
Days to 1st Harvest 40-50 days from TPL
Marigold Seeds
08 Seeds Colour and Size Black
(USM-TILAK)
Flower Colour Orange
Yield Per Acre (Approx) 6-8 mts/acre
Time Of Sowing All seasons
Plant Height 70 to 80 cm
Days to 1st Harvest 40-50 days from TPL
Marigold Seeds
09 Seeds Colour and Size Black
(USM-VANDAN)
Flower Colour Orange
Yield Per Acre (Approx) 6-8 mts/acre
Sunflower Seeds
Time Of Sowing Rabi and Summer
Plant Height 150-160 cm
Days to Maturity 120-130 days
Sunflower Seeds
01 Seeds Colour and Size Black and medium size
(USM-SURAJ)
Leaf Colour Green
Yield Per Acre (Approx) 8-9 q/acre
Field Crop Seeds
Sweet Corn Seeds
Time Of Sowing Round the year
Plant Height 150 to 180 cm
Sweet Corn Seeds Days to Maturity 65-70 days
01 (USM-SUGAR Seeds Colour and Size Creamish yellow
GOLD) Fruit Colour Creamish sweet
Yield Per Acre (Approx) 6-8 mts/acre
Time Of Sowing Round the year
Plant Height 150 to 180 cm
Sweet Corn Seeds Days to Maturity 65-70 days
02 (USM-HONEY Seeds Colour and Size Creamish yellow
GOLD) Fruit Colour Creamish sweet
Yield Per Acre (Approx) 6-8 mts/acre
155Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Time Of Sowing Round the year
Plant Height 150 to 180 cm
Sweet Corn Seeds Days to Maturity 65-70 days
03 (USM-JACK Seeds Colour and Size Creamish yellow
GOLD) Fruit Colour Creamish sweet
Yield Per Acre (Approx) 6-8 mts/acre
Time Of Sowing Round the year
Plant Height 150 to 180 cm
Sweet Corn Seeds
Days to Maturity 65-70 days
04 (USM-SWEET
Seeds Colour and Size Creamish yellow
BABY)
Fruit Colour Creamish sweet
Yield Per Acre (Approx) 6-8 mts/acre
Mustard Seeds
01 Mustard Seeds Time Of Sowing October & November
(USM-36U36) Plant Height 160 to 180 cm
Days to Maturity 125 to 130 Days
Seeds Colour and Size Brown and Medium
Leaf Colour Green
Yield Per Acre (Approx) 12 - 14q/acre
Bajra Seeds
01 Bajra Seeds Time Of Sowing Kharif & Summer
(USM-VITA Plant Height 1 to 1.2 meters
FEED) Days to 1st Harvest 40 to 45 days
Seeds Colour and Size Red and Small
Leaf Colour Green
Yield Per Acre (Approx) 10 – 14 Mts/Acre
Jowar Seeds
01 Jowar Seeds Time Of Sowing March-May, June-August
(USM-RUCHIKA) Plant Height 80 to 90 cm
Days to 1st Harvest 40 to 45 days
Seeds Colour and Size White Red and Medium
Leaf Colour Green
Yield Per Acre (Approx) 10 – 12 Mts/Acre
02 Jowar Seeds Time Of Sowing March-April, May-August
(USM-FARM Plant Height 300 to 350 cm
GREEN) Days to 1st Harvest 80 to 85 days
Seeds Colour and Size White and Medium
Leaf Colour Green
Yield Per Acre (Approx) 10.5 -13 qtl/acre
Maize
Time Of Sowing Kharif & Rabi
Maturity Medium late
Days to Harvest 105-120 days
01 USM 4499
Grain Color & texture Orange and semi dent
No of ears/ plant 1
Yield Per Acre (Approx) 25-30 q/Acre
156Sr. Name of the Picture of the Product/
Description
No. Product Packaging
Time Of Sowing Kharif & Rabi
Maturity Medium late
Days to Harvest days
02 USM 4455
Grain Color & texture Orange and semi dent
No of ears/ plant 1
Yield Per Acre (Approx) 30-40 q/Acre
Time Of Sowing Kharif & Rabi
Maturity Medium late
Days to Harvest 105-120 days
03 USM 6602 Grain Color & texture Orange and semi dent
No of ears/ plant 1
Yield Per Acre (Approx)
25-30 q/Acre
Time Of Sowing Kharif & Rabi
Maturity Medium late
Days to Harvest 105-120 days
04 USM 4444 Grain Color & texture Orange and semi dent
No of ears/ plant 1
Yield Per Acre (Approx)
q/Acre
Paddy
Time Of Sowing Kharif & Rabi
Maturity 120-130 days
Plant Height 45-50 inches
01 ORIGIN
Grain Color Straw
Grain Type Medium Bold-Bold
Yield Per Acre (Approx) 35-40 q/Acre
Time Of Sowing Kharif
Maturity 140-145 days
Plant Height 34-36 inches
02 PUSHPA
Grain Color Straw colored
Grain Type Short Bold 1
Yield Per Acre (Approx) 25-28 q/Acre
Note: - Due to photographic lighting and different devices used to view the displayed product, the colour you see may vary slightly
from the actual colour of the product. Similarly, other slight variations may occur between the product displayed and the actual
product.
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157PICTURES OF OUR FARMLAND:
158PICTURES OF OUR SEED PROCESSING UNIT:
159BUSINESS OPERATIONS:
Unisem Agritech Limited is a seed company engaged in developing, processing, and selling diverse range of seeds for vegetables,
flower and field crops. By integrating traditional breeding techniques with biotechnology tools, we strive to develop hybrid
vegetable, flower and field crop seeds that offer higher yields, improved product quality, and greater resistance to pests and
diseases compared to naturally occurring varieties. Our core operations focus on developing hybrid vegetable, flower and field
crop seed varieties and processing them to ensure the consistent quality. The company follows the below processes for smooth
flow of its operational activity.
Manufacturing/ Production Process:
• Seed Production:
Our Company grows foundation seeds or the parental seeds at the company’s leased agricultural lands. These foundation seeds
are produced under strict supervision of our breeder. Breeding is the process of bringing together two specific parent plants to
produce a new offspring plant (hybrid) which will have the desired traits and characteristics. The hybrid seeds produced are then
processed at our plant located at RS No. 11B/2A/4, Magoda Village, Near KSRTC Bus Depot, Ranebennur, Haveri, Ranebennur,
Karnataka, India, 581115. Our Company has an adequate storage facility which enables us to store the seeds without deterioration
of quality.
The important steps towards seed production are as under:
1601. Germplasm: Germplasm encompasses the entire genetic material of a plant species. Plant breeding focuses on generating
new allelic combinations, stabilizing specific allele groupings, and selecting superior allele combinations to develop enhanced
varieties or parental lines for hybrid seed production. The donor or source material for breeding crosses must meet quality
standards, ensuring genetic purity and freedom from seed-borne and seed-transmitted pathogens.
2. Nuclear Seeds: Nucleus seed is the initial, genetically pure seed stock of an improved variety or parental line of a hybrid
plant. When a new plant variety is released, only a small quantity of superior seeds is selected by the breeder from individual
plants. These seeds are free from physical impurities and produced under strict isolation to prevent genetic and physical
contamination. Managed with extreme care, nucleus seeds ensure that all subsequent generations remain true to the original
variety. This critical step is the responsibility of the plant breeder who developed the variety. Nucleus seeds are not distributed
to farmers; instead, the breeder uses them to produce Breeder Seed, the next stage in the seed production process.
3. Breeder Seeds: Breeder seed is the direct progeny of nucleus seed, which is the purest form of a variety developed by plant
breeders. It is the first step in the seed multiplication chain, ensuring that all subsequent seed generations maintain high
genetic and physical purity. Breeder seed produced should meet all prescribed standards viz. genetic purity (depending on
crops in the range of 85% to 99%), physical purity (98%).
4. Foundation Seeds: Foundation seed is the seed produced from growing breeder seed. It is produced by trained persons to
maintain the genetic purity of the variety. Foundation seed is produced by growing breeder seed under the supervision of
trained professionals to maintain its genetic purity. Its production undergoes strict field and seed inspections.
• Seed Processing and Conditioning:
After harvesting, the seeds are transported to our cutting-edge processing facilities, where they pass through various stages such
as drying, cleaning, gravity separation and etc. Moisture content of the seed is meticulously reduced to an ideal level, thereby
extending the seeds’ storage life. We utilize advanced techniques, including chemical treatments and seed coatings, to stimulate
faster germination, uniformity, enhance quality, boost yield potential, and improve disease resistance.
Our company has heavily invested in infrastructure for Research & Development, Processing, Testing, and Packaging. Grown by
our contract farmers and vendors, the seeds are processed at our modern facility situated at RS No. 11B/2A/4, Magoda Village,
Near KSRTC Bus Depot, Ranebennur, Haveri, Ranebennur, Karnataka, India, 581115, which employs technologies such as fine
cleaning, gravity separation and etc.
Key Seed Processing Stages:
1. Seed Drying – Minimizing moisture to an optimum level for better shelf life.
2. Seed Cleaning – Removing dust, chaff, and undersized seeds, and grading them by weight, length, shape, and size.
3. Seed Treatment – Applying chemical and polymer coatings to protect against deterioration, fungal infections, and aging,
ensuring more rapid germination and healthier seedlings.
161• Quality Control in Seed Conditioning:
In our laboratories, seeds undergo thorough testing for germination and genetic purity. We consistently strive to ensure our seeds
meet the required quality benchmarks for germination, genetic purity, and yield, ultimately maximizing profitability for the
farmers who use our products. Throughout both the production phase and the subsequent processing and conditioning at our
facilities, we adhere to strict, pre-established quality standards. We collect samples from each incoming seed lot and subject them
to assessments at Seed Testing Laboratories (STLs) and Grow-out Test (GOT) centres, where GOTs and other quality evaluations
are performed.
The different tests/processes adopted by our company for ensuring quality control are as follows:
• Physical Purity Test
• Moisture Test
• Germination Test
• Seed Viability Test
• Seed Health
• Genetic Purity Test/ Molecular GOT
• Packaging:
Seed Packaging is a crucial step in the seed production and distribution process, ensuring that seeds remain protected and properly
labelled for the end user. The seeds are packed in bags which have adopted 2–3-layer packaging, which is moisture resistant, air
tight and temper proof to maintain the quality of the seeds. Below is a detailed explanation of the main components involved:
1. Seed Pouching – Seed pouches (or sachets) are typically made of foil or specialized plastic materials that protect seeds
from moisture, light, and external contaminants.
2. Truthful Labelling – Labelling provides essential information about the seeds, helping buyers make informed decisions
and comply with regulatory requirements.
3. Display Box – A display box is used to hold multiple seed pouches in a visually appealing manner, often placed on store
shelves or counters.
4. Carton Box – Carton boxes are the final packaging layer for bulk shipment and storage. They protect seed pouches or
display boxes during transportation and warehousing.
• Storage:
Our company has adequate storage capacity with very easy loading and unloading system. This facility enables us to store seeds
without any deterioration of quality. We have cold storage warehouse also to store certain seeds which needs temperature-
controlled environment to ensure quality of the seeds. The seeds are stored in our warehouse for about 8-12 months depending on
the seed. Below is the list of warehouses in which company maintains its storage facility:
Warehouses:
Sr. Owned or Warehouse Space
Warehouse Address State
No. Rented (in Square Meter)
RS No. 11B/2A/4, Magoda Village, Near KSRTC
1. Bus Depot, Ranebennur, Haveri, Ranebennur, Karnataka Owned 192.46
Karnataka, India, 581115
Total 192.46
Carrying and Forwarding Agents Warehouses:
Owned
Sr. Warehouse Space Date of Date of
Warehouse Address State or
No. (in Square Meter) Agreement Expiry
Rented
House no. 635, First floor, opp.
1. SBI, Mahadev Ghat Road Chhattisgarh Rented* 125.00 01.03.2025 31.01.2026
Sunder nagar, Raipur 429013
1622nd Floor, Sobha Sadan Near
2. Shitla Mandir, Choti, Pahadi, Bihar Rented* 260.12 01.03.2025 31.01.2026
Gulzarbagh, Patna-800007
Total 385.12
*The company has a C&F agreement and leave and license agreement with the third party for transportation and storage of goods.
• Transportation:
At the distribution stage, a broad dealer network spanning India is served through well-coordinated transport operations, where
shipments are dispatched according to each dealer’s orders and a structured logistics plan to ensure prompt and reliable delivery.
• Distribution Channel:
Our Company has wide network of more than 1,000 dealers and distributors around India, which includes Gujarat, Rajasthan,
Maharashtra, Uttar Pradesh, Madhya Pradesh, Karnataka and etc. Finished products are dispatched to various distributors base on
their requirement among all over India. The area wise distributors provide dispatched products to final customer i.e. Farmers as
per their requirement.
State-wise breakup of the dealers and distributors are mentioned below as on 30.09.2025:
Sr. No. Name of State No. of Distributors
1. Andhra Pradesh 90
2. Assam 1
3. Bihar 123
4. Chhattisgarh 41
5. Gujarat 38
6. Haryana 5
7. Himachal Pradesh 21
8. Jharkhand 50
9. Karnataka 112
10. Kerala 1
11. Madhya Pradesh 174
12. Maharashtra 45
13. Odisha 96
14. Punjab 9
15. Rajasthan 30
16. Tamil Nadu 50
17. Telangana 136
18. Uttar Pradesh 100
19. West Bengal 25
Total 1147
Active and Non-Active Dealer and Distributors data: -
Particular 30.09.2025 FY 2025 FY 2024 FY 2023
Active Dealer 1,051 893 818 719
No – Active Dealer 96 147 119 170
Total 1,147 1,040 937 889
COLLABORATIONS/ TIE-UPS/ JOINT VENTURES
In the normal course of business, we have not any Collaborations/ Tie-ups/ Joint Ventures.
CAPACITY AND CAPACITY UTILISATION:
As on the date of this Red Herring Prospectus below is the capacity and utilisation of the company.
1631. Vegetable and Flower seed sorting and packaging capacity:
(In Metric Ton (MT))
Financial Year Installed Capacity Utilised Capacity Utilization
%
2022-23 1,10,500 99,083 89.67%
2023-24 1,32,500 1,31,320 99.11%
2024-25 1,41,750 1,32,000 93.12%
30.09.2025 1,41,750 72,418 51.08%
2. Field crop packaging capacity (Except Maize and Paddy):
(In Metric Ton (MT)
Financial Year Installed Capacity Utilised Capacity Utilization
%
2022-23 2,50,000 - -
2023-24 2,50,000 1,18,840 47.54%
2024-25 2,50,000 1,26,000 50.40%
30.09.2025 2,50,000 1,51,458 60.58%
3. Maize & Paddy packaging capacity:
(In Metric Ton (MT))
Financial Year Installed Capacity Utilised Capacity Utilization
%
2022-23 30,00,000 4,37,568 14.59%
2023-24 30,00,000 4,26,848 14.23%
2024-25 30,00,000 2,02,000 6.73%
30.09.2025 30,00,000 7,38,788 24.62%
The capacity and its utilisation have been certified by the GARG & ASSOCIATES dated 04.11.2025.
INFRASTRUCTURE AND UTILITIES:
Registered Office:
Our Registered Office is located at RS No. 11B/2A/4, Magoda Village, Near KSRTC Bus Depot, Ranebennur, Haveri,
Ranebennur, Karnataka, India, 581115. For the details of our other business offices please refer details of property under our
business chapter.
Infrastructure Facilities:
Our office situated at different locations, are well equipped with Computer systems, Laptops, uninterruptible power supply (UPS),
Internet connectivity, other communication equipment, security systems and other facilities which are required for our business
operations.
Power facilities:
Our Company is having adequate and continuous power supply to meets its power requirements which is for our day-to-day
functioning of our registered office, processing plant, business offices and warehouses
Water facilities:
At our Registered Office, business offices and warehouses, we require water only for general purposes for which we utilize water
supply from local authorities to meet water requirements.
Plant and Machinery:
Our processing plant is equipped with the below list of machineries.
Owned Date of Remaining
Sr.
Machine name Plant & machinery description Quantity or purchase/ Life of the
No.
rented put in use machine#
1. S eed Gredar Small Seed Grader (Air Screen
1 Owned 20-09-2012 2 Years
Cleaner)
164Owned Date of Remaining
Sr.
Machine name Plant & machinery description Quantity or purchase/ Life of the
No.
rented put in use machine#
2. S eed Gredar Small Seed Grader Model Ultra
1 Owned 26-10-2012 2 Years
F130700000000000
3. S eed Gredar Small Seeds Graders - Ultra 2 Owned 31-03-2024 14 Years
4. S eed Gredar Big Seeds Graders - Delux-II 1 Owned 31-03-2024 14 Years
5. G ravity Separator Seed Gravity Separator Model
1 Owned 25-09-2020 10 Years
G-2-P II
6. G ravity Separator Lab Modul 1 Owned 20-09-2012 2 Years
7. T TO Printer VJ Data flex 6330 Printers RH
1 Owned 28-09-2018 5 Years
53MM
8. C onveyor AQ002 Belt Conveyor Standard 1 Owned 16-10-2018 3 Years
9. T TO Printer MARKEM-IMAJE 1 Owned 30-04-2021 11 Years
10. C onveyor Mechtronics Systems &
1 Owned 30-04-2021 11 Years
Solutions
11. In k Jet Printer Ink Jet code Machine 1 Owned 24-01-2024 4 Years
12. In k Jet Printer Print jet 1 Owned 28-06-2019 9 Years
13. W eighing & Filling Semi-Automatic Weighing &
6 Owned 25-03-2021 11 Years
Machine Filling Machine
14. W eighing Machine Weighing Machine Material
Stainless steel, HS 1 Owned 12-03-2019 9 Years
Code:8422303090
15. W eighing Machine Prince Make Electronic
Weighing Scale Model: PTS 1 Owned 08-08-2021 4 Years
600, Capacity:600gm,
16. W eighing Machine Prince Make Electronic
Weighing ScaleModel:PT53 1 Owned 08-08-2021 4 Years
Capacity:3kg
17. W eighing Machine Prince Make Electronic
Weighing ScaleModel:PT53 2 Owned 14-04-2023 13 Years
Capacity:3kg
18. W eighing Machine Prince Make Electronic
Weighing ScaleModel:PT53 1 Owned 14-04-2023 13 Years
Capacity:3kg
19. W eighing Machine Prince Make Electronic
Weighing ScaleModel:PT53 1 Owned 14-04-2023 13 Years
Capacity:3kg
20. W eighing Machine RJS Make Electronic Weighing
1 Owned 14-04-2023 13 Years
ScaleModel:PT53 Capacity:3kg
21. T reatment Machine Seed Coating and Mixing
1 Owned 27-03-2019 9 Years
Machine- RAS1560
22. S eed Dryer Seed Dryer Machine (Model:
1 Owned 11-06-2024 14 Years
RAS D2)
23. S eed Dryer Bry Air (asia) Pvt Ltd 1 Owned 01-01-2011 9 Years
24. B ox Strapping Box Strapping Machine SBS-12,
Machine Magic pack Pouch Cutting 2 Owned 05-04-2022 12 Years
Machine
25. B ox Wrapping
1 Owned 08-06-2024 14 Years
Machine
26. S ealing Machine Vertical Band Sealing Machine Owned
1 07-06-2024 14 Years
(Model CBSV 910)
27. S ealing Machine Table Tayp 1 Owned 19-11-2018 8 Years
28. S eed Sorting Seed Sorting Machine (Model: Owned
1 13-06-2024 14 Years
Mini Sorter)
165Owned Date of Remaining
Sr.
Machine name Plant & machinery description Quantity or purchase/ Life of the
No.
rented put in use machine#
29. B rushing Machine Lab Brushing Machine (LAH wt Owned
1 31-05-2024 14 Years
VF wo Brush-FHWL)
30. P ouch slitting Owned
35hp Shredder Machine 1 07-04-2022 12 Years
Machine
31. D ehumidifier Novita Dehumidifier-ND 320 1 Owned 27-07-2017 7 Years
32. A ir Compressor 100 Pound Compressor 1 Owned 16-04-2019 14 Years
33. P rinter 185e Multi-Function Printer 1 Owned 06-09-2021 1 Year
34. P lant Growth Walk In Plant Growth/ Owned
1 24-06-2024 14 Years
Chamber Germination Machine
35. V acuum Packing Owned
1 16-05-2023 13 Years
Machine
Note: In the above table few machineries date of machineries is before the date of incorporation of company, it is because the
company has acquired Unisem Agritech on April 2, 2018 and using the same asset in its plant and machinery.
The list of plant and machineries has been certified by the GARG & ASSOCIATES dated 26.07.2025.
Transportation:
As on date of this Red Herring Prospectus company has 15 own vehicles for its employee movement. To distribute our goods or
to reach out the dealer’s company uses third party transportation services.
HUMAN RESOURCE:
Department-wise on-roll employee breakup table as on 30.09.2025
Department Number of Employee
Directors 6
Key Managerial Personnel 3
Vice-President 1
Finance & Accounting 6
Admin 1
Human Resource 2
Operations 16
Technical & Digital Operations 1
Sales & Marketing 112
Breeders 5
R & D employees except Breeders 7
Quality Assurance employees 4
Production 2
Total Employee Count 166
Department-wise contractual employee breakup table as on 30.09.2025
Department Number of Employee
Operations 4
Sales & Marketing 63
R & D employees except Breeders 3
Quality Assurance employees 3
Office Workers 17
R&D Workers 41
Total Employee Count 131
166Employee Count and Attrition Rate:
No of Employees (On Roll)
Financial Year
Opening New Joining Cessation Closing
2021-22 117 30 21 126
2022-23 126 23 21 128
2023-24 128 34 24 138
As on 31.03.2025 138 43 26 155
As on 30.09.2025 155 23 12 166
Particular 30.09.2025 FY 2025 FY 2024 FY 2023
Attrition Rate (in %) 7.48% 17.75% 18.05 % 16.54 %
INSURANCE
Our Company has taken following insurance policies securing our key revenue generating assets against any damage or loss:
(Amount in Rupees Lakhs)
Sr. Sum
Insurer Policy Number Type of policy Validity Period
No. Insured
Bajaj Allianz
Bharat Laghu Udyam
1 General Insurance OG-26-3844-4057-00000003 26.07.2026 101.00
Suraksha Policy Schedule
Company Ltd.
Bajaj Allianz Transcript of Proposal for
2 General Insurance OG-26-3844-4057-00000004 Bharat Laghu Udyam 26.07.2026 1400.00
Company Ltd. Suraksha
Aditya Birla
3 Health Insurance 2-52-25-00001706-000 Accidental Insurance 27.08.2026 -
Company Ltd.
Generali Central
4 Insurance 132/02/11/1126/MTP/1010247916 Motor Insurance policy 27/11/2026 5.8
Company Limited
Future Generali
5 India Insurance 132/02/11/1225/MTP/0000097538 Vehicle Insurance 02.12.2025 5.76
Co. Ltd.
Reliance General
Insurance
6 991792523110073818 Vehicle Insurance 29.08.2026 4.15
Company
Limited
7 ICICI Lombard 3001/301659125/02/000 Vehicle Insurance 17.08.2026 10.82
8 ICICI Lombard * 3001/362626702/01/000 Vehicle Insurance 11.10.2026 13.70
IFFCO-Tokio
Workmen's Compensation
9 General Insurance 43348007 16.12.2025 14.28
Policy
Co. Ltd
Future General
10 India Insurance 132/02/11/0826/MTP/1010156339 Vehicle Insurance 28.08.2026 5.40
Co. Ltd
Generali Central
11 132/02/11/0926/MTP/1010161880 Vehicle Insurance 08.09.2026 8.12
Insurance Co. Ltd
SBI General
12 Insurance TSB/30847904 Vehicle Insurance 24.04.2026 29.52
Company Ltd.*
Aditya Birla Group Active Health
13 2-81-25-00004244-000 30.01.2026 -
Capital# Insurance
Royal Sundaram
14 General Insurance VPS0226159000100 Vehicle Insurance 30.05.2026 10.20
Co. Limited
167Sr. Sum
Insurer Policy Number Type of policy Validity Period
No. Insured
Royal Sundaram
15 General Insurance VPC1943664000100 Vehicle Insurance 05.08.2026 5.15
Co. Limited
IFFCO Tokio
16 General Insurance 18438049 Vehicle Insurance 12.05.2026 10.20
Co. Ltd
United India
17 2408003125P105717648 Vehicle Insurance 27.07.2026 3.30
Insurance Co. Ltd.
United India
18 2408003125P108952607 Vehicle Insurance 04.09.2026 1.02
Insurance Co. Ltd.
United India
19 2408003125P112461915 Motor Insurance policy 10.11.2026 0.06
Insurance Co. Ltd.
Cholamandalam
20 MS General 3408/00769235/000/00 Vehicle Insurance 16.08.2026 11.21
Insurance Co. Ltd.
Future General
21 India Insurance 132/18/11/0826/MOD/1010156346 Vehicle Insurance 27.08.2026 6.44
Co. Ltd
TATA AIG
22 6539904957 Marine Cargo Open Policy 13.03.2026 50.00
Insurance
Bajaj Allianz
23 General Insurance OG-26-3844-4056-00000169 Property Insurance 01.07.2026 17530.00
Company Ltd.
United India
24 0209003124P102721677 Motor Insurance Policy 28.05.2026 10.20
Insurance Co. Ltd.
*The policy is on the name of the Managing Director of the Unisem Agritech Private Limited.
#It is a group Health Insurance for the employees of the company and total amount cannot be quantified in numbers.
EXPORTS & EXPORTS OBLIGATIONS:
As on the date of this document, our Company does not have Export Obligation.
SALES AND MARKETING:
As of the date of this Red Herring Prospectus, our company carries out sales and marketing activities across every region in India.
We firmly believe that our success depends on maintaining strong relationships with our dealers, who play a key role in helping
us reach a wide range of customers. By consistently providing quality seeds and reliable service, we have built a network that
spans various states and markets.
We keep our partners engaged with regularly introduce special schemes and offers, which not only attract new vendors but also
encourage existing partners to continue working with us. We also conduct targeted campaigns for dealers and farmers, where we
showcase the benefits of our products and provide hands-on demonstrations. These initiatives enhance trust and build lasting
connections in the farming community. Additionally, our reputation grows through word-of-mouth publicity, as satisfied
customers and dealers share their positive experiences with others. Recognising and rewarding farmers for their hard work and
contribution in promoting and developing our good products in their surroundings is one of the key activities in our branding
exercise.
To further strengthen our brand, all our employees follow a set dress code featuring the name “Unisem.” Whenever our staff
members travel or meet clients, their attire reminds people of our company, enhancing brand recall and projecting a professional
image. This uniform approach also fosters team spirit and unity among employees. Overall, our strategy combines the power of
strong dealer relationships, timely promotional schemes, impactful campaigns, and a recognizable brand identity to ensure our
presence is felt in every corner of India, contributing to our continued growth and success.
COMPETITION:
We operate in a highly competitive market. We face competition from other Companies supplying hybrid seeds in the same
geographies as ours. While service quality, technical ability, performance record, experience, health and safety records and the
availability of skilled personnel are key factors in client decisions among competitors, price often is the deciding factor in most
tender awards. Some of our competitors may have greater resources than those available to us. In such a dynamic environment,
168our focus on client satisfaction and our work not only distinguish us from competitors but also secure our position as a trusted
partner in the ever-evolving marketing landscape.
PROPERTIES:
Immovable Property:
Details of
Sr. the Tenure/ Owned/ Rented/ Lease (Amount
Usage Address
No. Deed/Agre Term and Time Period)
ement
RS No. 11B/2A/4, Magoda
Village, Near KSRTC Bus
1. F actory/ Processing Plant Depot, Ranebennur, Haveri, Owned N.A. N.A.
Ranebennur, Karnataka, India,
581115
RS No. 11B/2A/4, Magoda
Village, Near KSRTC Bus
2. Registered Office Depot, Ranebennur, Haveri, Owned N.A. N.A.
Ranebennur, Karnataka, India,
581115
Obtained on rental basis from Sri
1st Floor, of house Municipal
Leave and Hafeez Khan vide rent agreement
number 192-A, Greater
3. Business Office Licence 11 months dated March 01, 2025 for a period
Brajeshwari, Piplyahana,
Agreement from March 01, 2025 to January 31,
Indore (MP)
2026 at Rs. 21,846 p.m.
Obtained on rental basis from Shri
SB-13, Near Saint Merry Leave and Harbiri Devi vide rent agreement
4. Business Office School, Shastri Nagar, Licence 11 months dated March 01, 2025 for a period
Ghaziabad: 201002 Agreement from March 01, 2025 to January 31,
2026 at Rs. 21,846 p.m.
Obtained on rental basis from Sri
H No: 3-3-411, RTC Colony,
Leave and Devulapally Nagendar vide rent
L.B. Nagar, R.R District,
5. Business Office Licence 11 months agreement dated March 01, 2025 for
Hyderabad: 500074 State:
Agreement a period from March 01, 2025 to
Telangana
January 31, 2026 at Rs. 23,760 p.m.
Obtained on rental basis from Sri U
House No 45/24-K-64-2-2-2
Leave and Kiran Kumar vide rent agreement
Ameen Abbas Nagar Revenue
6. Business Office Licence 11 months dated March 01, 2025 for a period
Ward-45 Kurnool District, A.P
Agreement from March 01, 2025 to January 31,
-518001
2026 at Rs. 4,366 p.m.
Obtained on rental basis from
Ground Floor 2BHK of plot
Leave and Rupashree Patra vide rent agreement
no.283, Near Kalyani Plaza,
7. Business Office Licence 11 months dated March 01, 2025 for a period
Patrapada, Bhubaneswar
Agreement from March 01, 2025 to January 31,
Odisha
2026 at Rs. 12,980 p.m.
Obtained on rental basis from Rajesh
Shop No:112, new grain Kumar vide rent agreement dated
Leave and
market, Mohra, Ambala Cantt, November 06, 2025 for a period
8. Business Office Licence 11 months
District: Ambala, State: from November 05, 2025 to
Agreement
Haryana -133004 September 30, 2026 at Rs. 1,000
p.m.
De-Cott Market, Ground Floor, Obtained on rental basis from
Opposite Howrah Petrol Pump, Kailash Chandra Sinha vide rent
Leave and
47, Hill Cart Road, Post Office agreement dated November 08, 2025
9. Business Office Licence 11 months
& Police Station Siliguri, for a period from October 01, 2025
Agreement
District Darjeeling, West to August 31, 2026 at Rs. 500 p.m.
Bengal - 734001
Leave and Obtained on rental basis from Sri.
#29. New # 2, 7th Main, 21st
10. Corporate Office Licence 11 months Srinivasa Rao vide rent agreement
Cross, CHBCS Layout,
Agreement dated March 01, 2025 for a period
169Details of
Sr. the Tenure/ Owned/ Rented/ Lease (Amount
Usage Address
No. Deed/Agre Term and Time Period)
ement
Vijayanagar, Bangalore- from March 01, 2025 to January 31,
560040 2026 at Rs. 23,182 p.m.
RS No. 11B/2A/4, Magoda
Village, Near KSRTC Bus
11. Warehouse Depot, Ranebennur, Haveri, Owned N.A. N.A.
Ranebennur, Karnataka, India,
581115
Obtained on rental basis from M/s
Shivaram Enterprises vide rent
2nd Floor, Sobha Sadan Near Leave and agreement dated March 01, 2025 for
12. s C&F Point Shitla Mandir, Choti, Pahadi, Licence 11 months a period from March 01, 2025 to
Gulzarbagh, Patna-800007 Agreement January 31, 2026 at Rs. 29,645 p.m.
Obtained on rental basis from M/s
House no. 635, First floor, opp. Leave and Vardhan Sales vide rent agreement
13. C&F Point SBI, Mahadev Ghat Road Licence 11 months dated March 01, 2025 for a period
Sunder nagar, Raipur 429013 Agreement from March 01, 2025 to January 31,
2026 at Rs. 28,320 p.m.
Obtained on rental basis from Sri. P.
Survey no. 58/1+2/1D Situated
Leave and Maheshwarappa vide rent agreement
Research and in Gangapur village,
14. Licence 11 months dated March 01, 2025 for a period
Development Ranebennur taluk, Haveri
Agreement from March 01, 2025 to January 31,
district
2026 at Rs. 4,727 p.m.
Obtained on rental basis from Sri. T.
Survey no. 58/1+2/1B Situated
Business office and Leave and M. Venkatesh Gowda vide rent
in Gangapur village,
15. Research and Licence 11 months agreement dated March 01, 2025 for
Ranebennur taluk, Haveri
Development Agreement a period from March 01, 2025 to
district
January 31, 2026 at Rs. 4,727 p.m.
Obtained on rental basis from Sri.
Survey no. 58/1+2/1A Situated
Leave and H.N. Devakumar vide rent
Research and in Gangapur village,
16. Licence 11 months agreement dated March 01, 2025 for
Development Ranebennur taluk, Haveri
Agreement a period from March 01, 2025 to
district
January 31, 2026 at Rs. 4,727 p.m.
Obtained on rental basis from Mr.
Survey no. 58/1+2/1K Situated
Leave and Dharanendra H Gowda vide rent
Research and in Gangapur village,
17. Licence 11 months agreement dated March 01, 2025 for
Development Ranebennur taluk, Haveri
Agreement a period from March 01, 2025 to
district
January 31, 2026 at Rs. 4,664 p.m.
Obtained on rental basis from Sri.
Sanjay Hanumanthappa Jadav, Vijay
Hanumanthappa Jadav, Parashuram
Hanumanthappa Jadav, Jayashree
survey no. 70/1/2/3/4/5/6 Panduranga Jadav, Prajwal
Leave and
Research and Situated in Gangapur village, Panduranga Jadav, Lakshman
18. Licence 11 months
Development Ranebennur taluk, Haveri Hanumanthappa Jadav, Vinodh
Agreement
district Neharu Jadav, Vinay Neharu Jadav
vide rent agreement dated March 01,
2025 for a period from March 01,
2025 to January 31, 2026 at Rs.
27,273 p.m.
170Details of
Sr. the Tenure/ Owned/ Rented/ Lease (Amount
Usage Address
No. Deed/Agre Term and Time Period)
ement
Obtained on rental basis from Sri.
survey no. 71/1 Situated in Leave and Mallesh Gulappa Chakrasali vide
Research and
19. Gangapur village, Ranebennur Licence 11 months rent agreement dated March 01, 2025
Development
taluk, Haveri district Agreement for a period from March 01, 2025 to
January 31, 2026 at Rs. 8,727 p.m.
Obtained on rental basis from Mr.
Survey no. 502 Situated in
Leave and Keshasv Singh vide rent agreement
Research and village- Daharka pura, Tassil
20. Licence 11 months dated March 01, 2025 for a period
Development Kheragarh Agra in the state of
Agreement from March 01, 2025 to January 31,
Uttar Pradesh
2026 at Rs. 4,545 p.m.
Obtained on rental basis from Sri
Survey no. 73 Section 12 & 13
Leave and Balakrishnan Marimuthu vide rent
Research and Situated in the 1/201
21. Licence 11 months agreement dated March 08, 2025 for
Development Komaliyur, Pappampadi, Dist-
Agreement a period from March 08, 2025 to
Salem Tamilnadu-636306.
February 7, 2026 at Rs. 909 p.m.
Survey no. 700 Situated in the Obtained on rental basis from Sri
6-21, Kasapepri, Leave and Elumalai Mottaiyagoundar vide rent
Research and
22. Chinnappampatti, Desavilakku, Licence 11 months agreement dated March 08, 2025 for
Development
Sinnappampatti, Dist-Salem Agreement a period from March 01, 2025 to
Tamilnadu-636306. January 31, 2026 at Rs. 2,727 p.m.
INTELLECTUAL PROPERTY
Trademark Details:
Sr Original Trade Renewa
Application Number Class Current Status
No. Mark Name l Date
1* 6854730 31 Formalities Check Pass N.A.
2 7328919 31 Formalities Check Pass N.A.
Note: - *Our Company has already made the applications for the change of name of this license pursuant to change in the name
of our company from “Unisem Agritech Private Limited” to “Unisem Agritech Limited” consequent to conversion into Public
Limited. The temporary application number is 12106029.
Domain Details:
Sr Registered
Particular Current Status Owned By Renewal Date
No. Platform
1 ww.unisem.in Active Third party* Namecheap 19.06.2029
* The Company has obtained the No Objection Certificate from the third party.
(The remainder of this page has been intentionally left blank)
171KEY INDUSTRY REGULATIONS AND POLICIES
Except as otherwise specified in this Red Herring Prospectus, we are subject to several central and state legislations which
regulate substantive and procedural aspects of our business.
Additionally, our operations require sanctions from the concerned authorities, under the relevant Central and State legislations.
The following is an overview of some of the important laws, policies and regulations which are pertinent to our business. Taxation
statutes such as the I.T. Act, GST and applicable Labour laws, contractual laws, and intellectual property laws as the case may
be, apply to us as they do to any other Indian company. The statements below are based on the current provisions of Indian law,
and the judicial and administrative interpretations thereof, which are subject to change or modification by subsequent legislative,
regulatory, administrative or judicial decisions. The regulations set out below may not be exhaustive and are only intended to
provide general information to Investors and are neither designed nor intended to be a substitute for professional legal advice.
APPROVALS
For the purpose of the business undertaken by our Company, it is required to comply with various laws, statutes, rules, regulations,
executive orders, etc. that may be applicable from time to time. The details of such approvals have more particularly been
described for your reference in the chapter titled “Government and Other Statutory Approvals” beginning on page number 287
of this Red Herring Prospectus.
Applicable Laws and Regulations
The following description is a summary of certain key statutes, rules, regulations, notifications, memorandums, circulars and
policies which are applicable to our Company and the business undertaken by our Company. The information detailed in this
chapter, is based on the current provisions of key statutes, rules, regulations, notifications, memorandums, circulars, and policies,
as amended, and are subject to future amendments, changes and/or modifications. The information detailed in this chapter has
been obtained from sources available in the public domain. The regulations set out below may not be exhaustive and are only
intended to provide general information to the investors and are neither designed nor intended to substitute professional legal
advice. The statements below are based on the current provisions of Indian law, and remain subject to judicial and administrative
interpretations thereof, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial
decisions.
BUSINESS AND/ OR KEY INDUSTRY AND/ OR TRADE RELATED LAWS AND REGULATIONS
The Seeds Act, 1966
Seed Act was enacted to provide for regulating the quality of certain seeds for sale, and for matters connected therewith. The said
Act, defines “seed” to mean any of the following classes of seeds used for sowing or planting- (i) seeds of food crops including
edible oil seeds and seeds of fruits and vegetables; (ii) cotton seeds; (iii) seeds of cattle fodder; and includes seedlings, and tubers,
bulbs, rhizomes, roots, cuttings, all types of grafts and other vegetatively propagated material, of food crops or cattle fodder.
The Act also regulates sale of seeds of notified kinds or varieties vide section 7, which states that “No person shall, himself or by
any other person on his behalf, carry on the business of selling, keeping for sale, offering to sell, bartering or otherwise supplying
any seed of any notified kind or variety, unless- (a) such seed is identifiable as to its kind or variety; (b) such seed conforms to
the minimum limits of germination and purity specified under clause (a) of section 6; (c) the container of such seed bears in the
prescribed manner, the mark or label containing the correct particulars thereof, specified under clause (b) of section 6; and (d) he
complies with such other requirements as may be prescribed.
The Seed Rules,1968
The Seed Rules, lay down the responsibility for marking or labelling the Container on the person whose name appears on the
mark or label, if seed of a notified kind or variety is offered for sale under section 7 of the Act.
Under these Rules, the seed inspector shall - (a) inspect as frequently as may be required by certification agency all places used
for growing, storage or sale of any seed of any notified kind or variety; (b) satisfy himself that the conditions of the certificates
are being observed; (c) procure and send for analysis, if necessary, samples of any seeds, which he has reason to suspect are being
produced stocked or sold or exhibited for sale in contravention of the provisions of the Act or these rules; (d) investigate any
complaint, which may be made to him in writing in respect of any contravention of the provisions of the Act or these rules.
The Seeds (Control) Order (1983)
The Seeds (Control) Order was issued by the Ministry of Agriculture, Government of India, making it compulsory to obtain a
license to carry on the business of selling, exporting or importing seeds except under and in accordance with the terms and
172conditions of licence granted to him under the order. Dealers were obligated to display stock and price lists in his place of business:
i.e. the opening and closing stocks, on a daily basis, of different seeds held by him; and a list indicating prices or rates of different
seeds.
New Policy on Seed Development, 1988
The New Seed Policy of 1988 was a significant policy reform that liberalized the seed industry in India. It allowed for more
imports, encouraged domestic seed production, and provided incentives for R&D. The policy strengthened and modernized plant
quarantine facilities and encouraged participation of foreign companies in the seed industry. It also gave Indian farmers access to
the best seeds and planting materials available worldwide. The policy was revised in 2011 to allow the import of specified
quantities of wheat and paddy for trial and evaluation purposes.
National Seeds Policy, 2002 (“Seeds Policy”)
The Seeds Policy was launched by the GoI to enhance the availability of high-quality seeds to farmers and to promote the
development of the seed industry in India in order to achieve the food production targets of the future. Seeds Policy aims to ensure
that farmers have access to a diverse range of quality seeds to increase agricultural productivity and improve farm incomes. Under
the Seeds Policy, the GoI encourages the engagement of the private sector in seed production and distribution while underscoring
the significance of research and development in seed technology. The Seeds Policy further advocates for the establishment of a
comprehensive regulatory framework for the certification of seeds, thereby ensuring that all seeds marketed conform to the
prescribed quality standards. It envisages the development of National Seed Grid to provide information on availability of different
varieties of seeds with production details. The Seeds Policy advocates for promotion of seed villages to increase the production
and make available the seeds in time as well as upgrading the quality of farmers saved seeds. Under the Seeds Policy, transgenic
crops/varieties are tested to determine their agronomic value for at least two seasons by the ICAR before any variety is
commercially released in the market. Performance of commercially released varieties are monitored for at least 3 to 5 years by
the Ministry of Agriculture and State Departments of Agriculture. All seeds imported into the country are required to be
accompanied by a certificate from the Competent Authority of the exporting country regarding their transgenic character or
otherwise. Packages containing transgenic seeds/planting materials carry a label indicating their transgenic nature including the
agronomic/yield benefits, names of the transgenes and any relevant information.
Rules for the Manufacture, Use, Import, Export and Storage of Hazardous Microorganisms, Genetically Engineered
Organisms or Cells (“GEM Rules, 1989”)
Pursuant to sections 6, 8 and 25 of the Environment (Protection) Act, 1986 (“EPA”) and with a view to protecting the environment,
nature and health, in connection with the application of gene technology and microorganisms, the GEM Rules have been notified
under the EPA. These rules are the apex rules for regulation of all activities related to genetically engineered organisms and
products thereof. The GEM Rules, 1989 cover areas of research as well as large scale applications of Genetically Modified
Organisms (“GMOs”) and its products. They apply to manufacture, import and storage of microorganisms and gene technological
products; genetically engineered organisms/ micro-organism and cells and correspondingly to any substances and products of
which such cells, organisms or tissues hereof form part and new gene technology in addition to cell hybridization and genetic
engineering. Any person operating or using genetically engineered microorganisms mentioned in the schedule for scale up or pilot
operations shall have to obtain licence issued by the Genetic Engineering Approval Committee for any such activity.
The Biological Diversity Act, 2002 (“BDA”) and Biological Diversity Rules, 2004 (“Rules, 2004”) and Guidelines on ABS
Regulations, 2014 (“ABS Regulation”)
The MoEF enacted the BDA and the Rules, 2004 to address issues of conservation, sustainable use of biological resources in the
country, related to access to genetic resources and associated knowledge and fair and equitable sharing of benefits arising from
utilization of biological resources to the country and its people. It regulates the use of biological resources including genes used
for improving crops and livestock through genetic intervention. Additionally, no person can obtain any biological resource
occurring in India or knowledge associated thereto for research or for commercial utilization or for bio-survey and bio-utilization,
without the prior approval of National Biodiversity Authority (“NBA”). The NBA is a statutory body that advises the GoI on
biodiversity conservation, sustainable use of biological resources, and equitable sharing of benefits. The ABS Regulations were
enacted to give effect to the Nagoya Protocol on Access and Benefit Sharing, 2010. The ABS Regulations provide a structured
framework for the use of biological resources and traditional knowledge in India. They outline procedures for accessing these
resources, whether for research, bio-surveys, bio-utilization, or commercial purposes. For research purposes, entities must follow
a defined process to gain permission, while for commercial utilization, the guidelines ensure compliance with regulations. The
ABS Regulation set out provisions for the collection of fees for access and specify procedures for the transfer of research results
to ensure transparency. Additionally, they define the process for obtaining intellectual property rights when research on biological
resources leads to innovations or patents
The Essential Commodities Act, 1955 (the “ECA”)
The ECA empowers the Central Government, to control the production, supply and distribution of trade and commerce in certain
essential commodities for maintaining or increasing supplies or for securing their equitable distribution and availability at fair
173prices or for securing any essential commodity for the defence of India or the efficient conduct of military operations. Under the
ECA, an essential commodity means a commodity specified in the Schedule to the ECA, which is updated and notified from time
to time. Using the powers under it, the Central Government has issued control orders for inter alia controlling the price of,
regulating by licenses, permits or otherwise the production or manufacture of any essential commodity. Violations under the ECA
are punishable by either imprisonment or monetary fines or both.
Protection of Plant Varieties and Farmers’ Rights Act, 2001 (“PPVFR Act”)
The PPVFR Act was enacted in India to protect the new plant varieties and rules for the same were notified in 2003. The Protection
of Plant Varieties and Farmers’ Rights Authority was set up and is responsible for administering the Act. Under the Trade Related
Aspects of Intellectual Property Rights Agreement (“TRIPS”) it is obligatory on part of a member to provide protection to new
plant variety either through patent or an effective sui generis system or a combination of these two systems. The objectives of
PPVFR Act are (i) to stimulate investments for research and development both in the public and the private sectors for the
developments of new plant varieties by ensuring appropriate returns on such investments; and (ii) to facilitate the growth of the
seed industry in the country through domestic and foreign investment which will ensure the availability of high-quality seeds and
planting material to Indian farmers. A certificate of registration issued under the PPVFR Act confers an exclusive right on the
breeder or his successor, his agent or licensee to produce, sell, market, distribute, import or export the variety. The registration of
a plant variety is on the basis of conformance with the criteria of novelty, distinctiveness, uniformity and stability. The PPVFR
Act also recognizes the researchers’ rights who have been granted access to registered varieties for research which is required to
be used in developing new varieties of plants. However, the authorization of the breeder of a registered variety is required where
the repeated use of such a variety as a parental line is necessary for the commercial production of such other newly developed
variety.
The Bureau of Indian Standards Act, 2016 (the “BIS Act”)
The BIS Act was notified on March 22, 2016 and came into effect from October 12, 2017. The BIS Act establishes the Bureau of
Indian Standards (BIS) as the National Standards Body of India. It has broadened BIS’s ambit and allows the Central Government
to make it mandatory for certain notified goods, articles, processes etc. to carry standard marks.
The Bureau of Indian Standards Rules, 2018 (the “Bureau of Indian Standards Rules”)
The Bureau of India Standards Rules, 2018, as amended, have been notified, in supersession of the Bureau of Indian Standards
Rules, 1987, in so far as they relate to Chapter IV A of the said rules relating to registration of the articles notified by the Central
Government, and in supersession of the Bureau of Indian Standards Rules, 2017 except in relation to things done or omitted to be
done before such supersession. Under the Bureau of Indian Standards Rules, the bureau is required to establish Indian standards
in relation to any goods, article, process, system or service and shall reaffirm, amend, revise or withdraw Indian standards so
established as may be necessary. The Bureau of Indian Standards (BIS) has standards for seeds and oilseeds. The BIS is India's
national certification body that sets quality and safety standards.
BIS has the following standards for seeds:
● IS 11300 (2011): Specifies that caraway seeds must be free of live insects and molds, and have no more than 1%
insect damaged matter
● IS 3579 (1966): Provides methods for testing oilseeds, including how to crush the seeds and determine their oil
content
● IS 8677 (1977): Specifies the specifications for edible sunflower seed flour.
Legal Metrology Act, 2009 (the “LM Act”) and the Legal Metrology (Packaged Commodities) Rules, 2011 (the “LM
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 provides for inter alia standard weights
and measures and requirements for verification and stamping of weight and measure. LM Rules inter alia provide that certain
commodities shall be packed for sale, distribution and delivery in standard quantities as laid down under the LM Rules. LM Rules
also provide for declarations that must be made on packages, where those declarations should appear on the package and the
manner in which the declaration is to be made.
The Micro, Small and Medium Enterprises Development Act, 2006
In order to promote and enhance the competitiveness of Micro, Small and Medium Enterprise (MSME) the Act was enacted. With
effect from July 01, 2020 the Manufacturing enterprises and enterprises rendering Services have been re-classified as Micro
enterprise, where the investment in plant and machinery does not exceed Rs.1 Crore and annual turnover does not exceed Rs. 5
Crore; Small enterprise, where the investment in plant and machinery does not exceed Rs.10 crore and annual turnover does not
174exceed Rs. 50 Crore; a medium enterprise, where the investment in plant and machinery does not exceed Rs. 50 crore and annual
turnover does not exceed Rs. 250 Crore.
The Digital Personal Data Protection Act, 2023
The Digital Personal Data Protection Act, 2023 (“DPDP Act”) regulates the processing of digital personal data in India and applies
to data collected digitally or collected offline and subsequently digitised, including processing outside India relating to offering
goods or services to individuals in India. The DPDP Act sets out obligations on data fiduciaries relating to notice and consent,
purpose limitation, security safeguards, data retention, breach reporting and grievance redressal, and grants rights to individuals
for access, correction and erasure of personal data. The Act also empowers the Government to designate certain entities as
“Significant Data Fiduciaries” with enhanced compliance obligations.
LAWS RELATING TO SPECIFIC STATE WHERE ESTABLISHMENT IS SITUATED
Shops and Establishments laws in various states
As per the provisions of local Shops and Establishments law applicable in the States of Andhra Pradesh, Odisha, Uttar Pradesh,
Karnataka, Madhya Pradesh, Telangana and etc, establishments are required to be registered. Such laws regulate the working and
employment conditions of the workers employed in shops and establishments including commercial establishments and provide
for fixation of working hours, rest intervals, overtime, holidays, leave, termination of service, maintenance of shops and
establishments and other rights and obligations of the employers and employees.
Stamp Act in various states
The purpose of the Stamp Act was to streamline and simplify transactions of immovable properties and securities by the State
Government. The Stamp Act provides for the imposition of stamp duty at the specified rates on instruments listed in Schedule IA
of the Stamp Act. Stamp duty is payable on all instruments/ documents evidencing a transfer or creation or extinguishment of any
right, title or interest in immovable property. However, under the Constitution of India, the states are also empowered to prescribe
or alter the stamp duty payable on such documents executed within the states. Therefore, the State Governments of Andhra
Pradesh, Odisha, Uttar Pradesh, Chhattisgarh, Karnataka, Madhya Pradesh, Bihar, Telangana and Tamil Nadu, are empowered to
prescribe or alter the stamp duty as per their need.
Professions, Trade, Callings and Employments Act in various states
The professional tax slabs in India are applicable to those citizens of India who are either involved in any profession or trade. The
State Government of Karnataka, is empowered with the responsibility of structuring as well as formulating the respective
professional tax criteria and is also required to collect funds through professional tax. The professional taxes are charged on the
income of individuals, profits of business or gains of vocations. The tax payable under the State Acts by any person earning a
salary or wage shall be deducted by his employer from the salary or wages payable to such persons before such salary or wages
is paid to him, and such employer shall, irrespective of whether such deduction has been made or not when the salary and wage
is paid to such persons, be liable to pay tax on behalf of such persons and employer has to obtain the registration from the assessing
authority in the prescribed manner.
TAX RELATED LEGISLATIONS
Income Tax Act, 1961
The IT Act is applicable to every Company, whether domestic or foreign whose income is taxable under the provisions of the IT
Act or Rules made thereunder depending upon its Residential Status and Type of Income involved. The IT Act provides for the
taxation of persons resident in India on global income and persons not resident in India on income received, accruing or arising
in India or deemed to have been received, accrued or arising in India. Every Company which is assessed to income tax under the
IT Act is required to comply with the provisions thereof, including those relating to Tax Deduction at Source, Advance Tax,
Minimum Alternative Tax and like. Every such Company is also required to file its returns by October 31st of each assessment
year.
The Goods and Services Tax Act, 2017
The Act received assent of the President on 12th April 2017 and came into force from 1st July 2017. Goods and Service Tax
(GST) is an indirect tax levied on the supply of goods and services. This law has replaced many indirect tax laws that previously
existed in India such as Service tax, Central Excise Act, Entry Tax, Octroi, Additional customs duty and other draconian indirect
taxes.
175There are 3 taxes applicable under this system- CGST, SGST, IGST.
• CGST: is collected by the Central Government on an intra-state supply;
• SGST: Collected by the State Government on an intra-state supplies;
• IGST: Collected by the Central Government for inter-state supplies and imports.
Therefore, in addition to the CGST Act, the company has to comply with the requirements of State GST laws as well in which it
has operations.
EMPLOYMENT AND LABOUR LAWS
Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 (EPF Act)
The EPF Act is applicable to an establishment employing more than 20 employees and as notified by the government from time
to time. All the establishments under the EPF Act are required to be registered with the appropriate Provident Fund Commissioner.
Also, in accordance with the provisions of the EPF Act, the employers are required to contribute to the employees’ provident fund
the prescribed percentage of the basic wages, dearness allowances and remaining allowance (if any) payable to the employees.
The employee shall also be required to make an equal contribution to the fund. The Central Government under Section 5 of the
EPF Act (as mentioned above) frames Employees’ Provident Scheme, 1952.
The Employees’ State Insurance Act, 1948 (ESI Act)
It is an Act to provide for certain benefits to employees in case of sickness, maternity and ‘employment injury’ and to make
provision for certain other matters in relation thereto. It shall apply to all factories (including factories belonging to the
Government) other than seasonal factories. The ESI Act requires all the employees of the establishments to which this Act applies
to be insured in the manner provided there under. Employers and employees both are required to make contributions to the fund.
The return of the contribution made is required to be filed with the Employees’ State Insurance Corporation.
The Employees’ Compensation Act, 1923 (EC Act)
The Employees’ Compensation Act, 1923 provides for payment of compensation to injured employees or workmen by certain
classes of employers for personal injuries caused due to an accident arising out of and during the course of employment. Under
the EC Act, the amount of compensation to be paid depends on the nature and severity of the injury. The EC Act also lays down
the duties/ obligations of an employer and penalties in cases of non-fulfilment of such obligations. There are separate methods of
calculation or estimation of compensation for injury sustained by the employee. The employer is required to submit to the
Commissioner for Employees’ Compensation a report regarding any fatal or serious bodily injury suffered by an employee within
7 days of death/ serious bodily injury.
Payment of Gratuity Act, 1972
The Act shall apply to every factory, mine plantation, port and railway company; to every shop or establishment within the
meaning of any law for the time being in force in relation to shops and establishments in a State, in which 10 or more persons are
employed, or were employed, on any day of the preceding twelve months; such other establishments or class of establishments,
in which 10 or more employees are employed, on any day of the preceding twelve months, as the Central Government, may by
notification, specify in this behalf. A shop or establishment to which this Act has become applicable shall be continued to be
governed by this Act irrespective of the number of persons falling below ten at any day. The gratuity shall be payable to an
employee on termination of his employment after he has rendered continuous service of not less than five years on superannuation
or his retirement or resignation or death or disablement due to accident or disease. The five-year period shall be relaxed in case
of termination of service due to death or disablement.
Contract Labour (Regulation and Abolition) Act, 1970
The Contract Labour (Regulation and Abolition) Act, 1970 requires establishments that employ or have employed on any day in the
preceding twelve months, 20 or more workers as contract labour to be registered. The Act requires the principal employer of an
establishment to which the Contract Labour Act applies to make an application for registration of the establishment to employ
contract labour in the establishment. A Contractor to whom the Contract Labour Act applies is required to obtain a license and not
to undertake or execute any work through contract labour except under and in accordance with the license issued. The Contract
Labour Act imposes certain obligations on the contractor including the establishment of canteens, rest rooms, washing facilities,
first aid facilities and provision of drinking water and payment of wages. In the event that the contractor fails to provide these
amenities, the principal employer is under an obligation to provide these facilities within a prescribed time.
176Maternity Benefit Act, 1961
The Act provides for leave and right to payment of maternity benefits to women employees in case of confinement or miscarriage
etc. The Act is applicable to every establishment which is a factory, mine or plantation including any such establishment belonging
to government and to every establishment of equestrian, acrobatic and other performances, to every shop or establishment within
the meaning of any law for the time being in force in relation to shops and establishments in a state, in which 10 or more persons
are employed, or were employed, on any day of the preceding twelve months; provided that the state government may, with the
approval of the Central Government, after giving at least two months’ notice shall apply any of the provisions of this Act to
establishments or class of establishments, industrial, commercial, agricultural or otherwise.
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the “Act”)
In order to curb the rise in sexual harassment of women at workplace, this Act was enacted for prevention and redressal of
complaints and for matters connected therewith or incidental thereto. The terms ‘sexual harassment’ and ‘workplace’ are both
defined in the Act. Every employer should constitute an “Internal Complaints Committee” and every officer and member of the
Committee shall hold office for a period of not exceeding three years from the date of nomination. Any aggrieved woman can
make a complaint in writing to the Internal Committee in relation to sexual harassment of female at workplace. Every employer
has a duty to provide a safe working environment at workplace which shall include safety from the persons coming into contact
at the workplace, organising awareness programs and workshops, display of rules relating to the sexual harassment at any
conspicuous part of the workplace, provide necessary facilities to the internal or local committee for dealing with the complaint,
such other procedural requirements to assess the complaints.
Child Labour (Prohibition and Regulation) Act, 1986 (the “CLPR Act”)
The CLPR Act seeks to prohibit the engagement of children in certain occupations and to regulate the conditions of work of
children in certain other occupations. Part B of the Schedule to the CLPR Act strictly prohibits employment of children in cloth
printing, dyeing and weaving processes and cotton ginning and processing and production of hosiery goods.
EMPLOYMENT AND LABOUR LAWS CODIFICATION
The Code on Wages, 2019
The Code received the assent of the President of India on August 8, 2019. The provisions of the Code shall come into effect from
the date notified in the Official Gazette by the Central Government. This code will replace the four existing ancient laws namely
(i) the Payment of Wages Act, 1936, (ii) the Minimum Wages Act, 1948, (iii) the Payment of Bonus Act, 1965, and (iv) the Equal
Remuneration Act, 1976. This code will apply to all employees and allows the Central Government to set a minimum statutory
wage.
Occupational Safety, Health and Working Conditions Code, 2019
The Government of India enacted ‘The Occupational Safety, Health and Working Conditions Code, 2020 which received the
assent of the President of India on September 28, 2020. The provisions of this code will be brought into force on a date to be
notified by the Central Government. It proposes to subsume 13 labour legislations, including the Factories Act, 1948, the Contract
Labour (Regulation and Abolition) Act, 1970, the Inter-State Migrant Workmen (Regulation of Employment and Conditions of
Service) Act, 1979, that concern our business.
Industrial Relations Code, 2020
The Government of India enacted ‘The Industrial Relations Code, 2020’ which received the assent of the President of India on
September 28, 2020. The provisions of this code will be brought into force on a date to be notified by the Central Government. It
proposes to subsume three separate legislations, namely, the Industrial Disputes Act, 1947, the Trade Unions Act, 1926 and the
Industrial Employment (Standing Orders) Act, 1946.
Code on Social Security, 2020
The Government of India enacted ‘The Code on Social Security, 2020 which received the assent of the President of India on
September 28, 2020. The provisions of this code will be brought into force on a date to be notified by the Central Government. It
proposes to subsume nine separate legislations including the Employee’s Compensation Act, 1923, the Employees’ State
Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961
and the Payment of Gratuity Act, 1972.
177INTELLECTUAL PROPERTY LEGISLATIONS
Trade Marks Act, 1999 (“TM Act”)
The Trademarks Act, 1999 provides for the application and registration of trademarks in India for granting exclusive rights to
marks such as a brand, label and heading and obtaining relief in case of infringement for commercial purposes as a trade
description. The TM Act prohibits any registration of deceptively similar trademarks or chemical compounds among others. It
also provides for penalties for infringement, falsifying and falsely applying for trademarks.
FOREIGN INVESTMENT LAWS
Foreign Trade (Development and Regulation) Act, 1992
The FTDRA is the main legislation concerning foreign trade in India. The FTDRA, read along with the Foreign Trade (Regulation)
Rules, 1993, provides for the development and regulation of foreign trade by facilitating imports into, and augmenting exports
from, India and for matters connected therewith or incidental thereto. It authorizes the government to formulate as well as
announce the export and import policy and to keep amending the same on a timely basis. The government has also been given
wide powers to prohibit, restrict and regulate the exports and imports in general as well as specified cases of foreign trade. The
FTDRA read with the Foreign Trade Policy, 2023, prohibits anybody from undertaking any import or export except under an
importer-exporter code (“IEC”) number granted by the Director General of Foreign Trade. Hence, every entity in India engaged
in any activity involving import/ export is required to obtain an IEC unless specifically exempted from doing so. The IEC shall
be valid until it is cancelled by the issuing authority. An IEC number allotted to an applicant is valid for all its branches, divisions,
units and factories. Failure to obtain the IEC number shall attract a penalty under the FTDRA.
Foreign Exchange Management Act, 1999 & Rules thereunder
Foreign investment in India is governed primarily by the provisions of the FEMA, and the rules, regulations and notifications
thereunder, as issued by the RBI from time to time and the FEMA Rules and the Consolidated FDI Policy. In terms of the
Consolidated FDI Policy, foreign investment is permitted (except in the prohibited sectors) in Indian companies either through
the automatic route or the Government route, depending upon the sector in which the foreign investment is sought to be made. In
terms of the Consolidated FDI Policy, the work of granting government approval for foreign investment under the Consolidated
FDI Policy and FEMA has now been entrusted to the concerned administrative ministries/ departments.
The Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2017 as
amended in 2019, provide that the total holding by any individual NRI, on a repatriation basis, shall not exceed 5 percent of the
total paid-up equity capital on a fully diluted basis or shall not exceed five percent of the paid-up value of each series of debentures
or preference shares or share warrants issued by an Indian company and the total holdings of all NRIs and OCIs put together shall
not exceed 10% of the total paid-up equity capital on a fully diluted basis or shall not exceed 10% of the paid-up value of each
series of debentures or preference shares or share warrants; provided that the aggregate ceiling of 10 percent may be raised to 24
percent if a special resolution to that effect is passed by the general body of the Indian company.
Foreign Direct Investment
The Government of India, from time to time, has made policy pronouncements on Foreign Direct Investment (“FDI”) through
press notes and press releases. The Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,
Government of India (“DIPP”), has issued consolidated FDI Policy Circular of 2020 (“FDI Policy 2020”), which with effect from
October 15, 2020, consolidates and supersedes all previous press notes, press releases and clarifications on FDI Policy issued by
the DIPP that were in force. The Government proposes to update the consolidated circular on FDI policy once every year and
therefore, FDI Policy 2020 will be valid until the DIPP issues an updated circular. The Reserve Bank of India (“RBI”) also issues
Master Directions Foreign Investment in India and updates the same from time to time. Presently, FDI in India is being governed
by Master Directions on Foreign Investment No. RBI/ FED/ 2017-18/ 60 FED Master Direction No. 11/ 2017-18 dated January
4, 2018, as updated from time to time by RBI. In terms of the Master Directions, an Indian company may issue fresh shares to
people resident outside India (who are eligible to make investments in India, for which eligibility criteria are prescribed). Such
fresh issue of shares shall be subject to inter-alia, the pricing guidelines prescribed under the Master Directions. The Indian
company making such fresh issue of shares would be subject to the reporting requirements, inter-alia with respect to consideration
for issue of shares and also subject to making certain filings including the filing of Form FC-GPR.
GENERAL LAWS
Apart from the above list of laws, which is inclusive in nature and not exhaustive, general laws like the following are also
applicable to our Company:
178● The Bharatiya Nyaya Sanhita, 2023
● The Bharatiya Nagarik Suraksha Sanhita, 2023
● The Bharatiya Sakshya Adhiniyam, 2023
● The Negotiable Instrument Act, 1881
● The Consumer Protection Act, 2019
● The Transfer of Property Act, 1882
● The Arbitration & Conciliation Act, 1996
● The Information Technology Act, 2000
● The Companies Act, 2013
● The Sale of Goods Act, 1930
● The Registration Act, 1908
● The Indian Contract Act, 1872
● The Specific Relief Act, 1963
● The Competition Act, 2002
● The Electricity Act, 2003
● New Policy on Seed Development (1988),
● Plants, Fruits & Seeds (Regulation of import into India), 1989,
● The PPV & FR Act (2001)
● National Seed Policy (2002)
● and Seed Bill (2004)
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179HISTORY AND CORPORATE STRUCTURE
COMPANY’S BACKGROUND
The company, originally named M/s ‘Unisem Agritech Private Limited’ at Ranebennur, Karnataka was incorporated as a private
limited company under the Companies Act, 2013, vide Corporate Identification Number (CIN) U01100KA2016PTC096390
pursuant to a certificate of incorporation dated 09.09.2016, issued by the Registrar of Companies, Central Registration Centre. In
2025, our Company was converted into a public limited company pursuant to a special resolution passed in the extraordinary
general meeting of the Shareholders held on 11.02.2025, and a fresh certificate of incorporation was issued in the name of ‘Unisem
Agritech Limited’ dated 01.03.2025 vide Corporate Identification Number (CIN) U01100KA2016PLC096390 by the Registrar
of Companies, Central Registration Centre.
We are a company engaged in developing, processing, and selling diverse range of seeds for vegetables, flower and field crops.
By integrating conventional breeding techniques, we strive to develop hybrid vegetable, flower and field crop seeds that offer
higher yields, improved product quality, and greater resistance to pests and diseases compared to naturally occurring varieties.
Our core operations focus on developing hybrid vegetable, flower and field crop seed varieties and processing them to ensure the
consistent quality.
We continuously develop various type of hybrid breeder seeds and select only the best qualitative traits from it which undergo
additional processing and eliminating more seeds and provide only the superior quality seeds, which are known as foundation
seeds. The foundation seeds consist of the parental materials essential for developing a hybrid. Following this, the foundation
seeds then multiplied into commercial seeds, which are then offered in the market for agricultural production. We provide multiple
seed variants for vegetable, flower and field crop, specifically designed to meet the requirements of different Agro-climatic
conditions, including factors such as water availability, crop duration, and soil characteristics across various geographic regions.
To facilitate the production of commercial seeds, our company enters into seed grower production agreements with various
vendors. Throughout this large-scale production cycle, our team conducts regular field visits to monitor crop growth and ensure
the recommended standard practices are followed. Once harvested, the commercial seeds undergo a rigorous quality check. Only
after passing this evaluation these seeds are then processed at our processing unit located at our registered office (RS No.
11B/2A/4, Magoda Village, Near KSRTC Bus Depot, Ranebennur, Haveri, Ranebennur, Karnataka, India, 581115) which is
equipped with modern technology and spans over 873.75 square meter. Finally, the processed commercial seeds are carefully
packed and distributed for sale to various dealers situated at multiple states.
For further details please refer to the chapter titled “Business Overview” on page no 119 of this Red Herring Prospectus.
REGISTERED OFFICE
Registered Office of the Company is presently situated at RS No. 11B/2A/4, Magoda Village, Near KSRTC Bus Depot,
Ranebennur, Haveri, Ranebennur, Karnataka, India, 581115. For further details please refer to the chapter titled “Business
Overview” on page no 119 of this Red Herring Prospectus. Except as disclosed below, there has been no change in the Registered
Office of our Company since the date of incorporation:
Effective Date of change Particulars Reason for change
# 1696, Rachana Building G.C Extension, Medleri Road,
September 09, 2019 -
Ranebennur, Haveri, Karnataka.
Unit Shed # C-6, Industrial Area, Nekara Colony, P. B. Road,
November 14, 2018 Administrative Purpose
Ranebennur, Karnataka- 581115, India
RS NO. 11B/B/2A/4, Near KSRTC, Bus Depot, Magoda
January 23, 2025 Administrative Purpose
Village, Ranebennur, Haveri, Karnataka, India, 581115
RS No. 11B/2A/4, Magoda Village, Near KSRTC Bus Depot,
February 8, 2025 Administrative Purpose
Ranebennur, Haveri, Ranebennur, Karnataka, India, 581115
MAJOR EVENTS
The table below sets forth some of the key events in the history of our Company.
180Year/ Period Key Events/ Milestone/ Achievement
The Company has received a souvenir for participating in the national conference on food-based approaches
2017
for translational nutrition organized by the Nutrition Society of India.
2020 The Company has received a souvenir for participating in the 107th Indian Science Congress at Bangalore.
2024 The company has expanded its presence into the international market.
2025 Conversion of company into Public Limited
SIGNIFICANT STRATEGIC OR FINANCIAL PARTNERS
Our Company is not having any strategic or financial partner as on the date of filing this Red Herring Prospectus.
TIME/ COST OVERRUN IN SETTING UP PROJECTS
Our Company is not having any time/cost overrun in setting up projects as on the date of filing this Red Herring Prospectus.
CAPACITY OR FACILITY CREATION AND LOCATIONS OF PLANTS
We currently have on roll 166 employees and contractual 131 employees operating at our registered office which is having 873.75
square meter plant area to process the seeds. For more details of our geographical location please refer the section titled “Business
Overview” at page no. 119 of this Red Herring Prospectus.
LAUNCH OF KEY PRODUCTS OR SERVICES, ENTRY IN NEW GEOGRAPHIES OR EXIT FROM EXISTING
MARKETS
For details of key products offered by our Company, entry into new geographies or exit from existing markets please refer the
section titled “Business Overview” on page 119 of this Red Herring Prospectus.
KEY AWARDS, ACCREDITATIONS OR RECOGNITION
Our Company is not having any key awards, accreditations or recognition as on the date of filing this Red Herring Prospectus.
DEFAULTS OR RESCHEDULING OF BORROWINGS WITH FINANCIAL INSTITUTIONS/ BANKS AND
CONVERSION OF LOANS INTO EQUITY
There have been no defaults or rescheduling of borrowings with financial institutions/ banks in respect of our current borrowings
from lenders. None of our outstanding loans have been converted into Equity Shares.
MATERIAL ACQUISITIONS/ AMALGAMATIONS/ MERGERS/ REVALUATION OF ASSETS/ DIVESTMENT OF
BUSINESS/ UNDERTAKING IN LAST TEN YEARS
On April 2, 2018, the Company entered into an agreement with the partnership firm "Unisem Agritech" to acquire its entire
business. The partners of the said firm were:
1. H. N. Devakumar
2. Anil K. N.
3. B. H. Devasinghnaik
4. Dharanendra H. Gouda
5. Ramalingam Venkataramana
A Certificate for the valuation of Equity shares dated 30.04.2018, to issue the equity shares at the face value of Rs. 10/- per share.
Further there is no such incident in last 5 years where the issuer company has acquired any business/ material assets. Apart from
this, the Company has not undertaken any significant acquisitions, mergers, amalgamations, asset revaluations, or divestments of
businesses or undertakings in the past ten years.
MAIN OBJECTS AS SET OUT IN THE MEMORANDUM OF ASSOCIATION OF THE COMPANY
The object clause of the Memorandum of Association of our Company enables us to undertake the activities for which the funds
are being raised in the present Issue. Furthermore, the activities of our Company which we have been carrying out until now are
in accordance with the objects of the Memorandum. The objects for which our Company is established as:
1. To acquire and take over the running business now carried on in partnership under the name and style of UNISEM
AGRITECH, having its office at #1639 Saraswathi Badavane, A Block, Davanagere, along with all its assets and
181liabilities, privileges, orders, bookings, contracts obligation agreements, goodwill and properties, both movable and
immovable on such terms and conditions, as may be mutually agreed upon.
2. To carry on in India and/or elsewhere the Business of planters, growers, producers, manufacturers, curers, wholesalers,
retailers, dealers, merchants and exporters of seeds of all plantations, fruits, vegetables, flowers, grains, spices, cereals
and other agricultural and horticultural products and to conduct research, development, production and marketing of
superior high yielding hybrid seeds of crops of national importance
3. To cultivate any estates, lands and properties and to grow thereon coffee, tea, rubber, paper, oranges, cardamoms,
cinchona, timber, garden and other produce and to carry on the business of general planters, growers, manufacturers,
curers, wholesalers, retailer, dealers, importers, exporters, farmers, timbers, garden and other produce merchants, and
to prepare, process, manufacturer and render marketable the produce and products of the estates, lands or properties of
the company and to turn such produce, products, estates, land and /or properties to account.
4. To carry on the business of acting as agents for growers and manufactures, auctioneers and commission agents for all
kinds of seeds, flowers, vegetables, cereals and other plantation products.
5. To carry on the business of landscapers, gardeners, floriculturists and other plantation works and consultancy in the field
of landscaping and gardening of the properties, hotels, restaurants, guest houses, resorts, parks and gardens.
AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION
• Name Clause
The Following changes have been made in Name Clause of our Company since its inceptions.
Date of Approval of
Particulars Reason
Shareholders
On Incorporation “Unisem Agritech Private Limited” Not Applicable
The name of our company changed from “Unisem Agritech Pursuant to conversion from
February 11, 2025
Private Limited” to “Unisem Agritech Limited”. private limited to public limited
• Authorized Capital
The following changes have been made in the authorized capital of our Company since inception:
Date of Amendment Particulars
Authorized Share Capital of ₹ 10.00 Lakh divided into 1,00,000 (One Lakh) Equity Shares of ₹
On Incorporation
10/- each.
The Authorised Share Capital increased from ₹ 10.00 Lakhs divided into 1,00,000 (One Lakh)
April 2, 2018 Equity Shares of ₹ 10/- each to ₹ 500.00 Lakhs divided into 50,00,000 (Fifty Lakhs) Equity Shares
of ₹ 10/- each.
The Authorised Share Capital increased from ₹ 500.00 Lakhs divided into 50,00,000 (Fifty Lakhs)
January 3, 2025 Equity Shares of ₹ 10/- each to ₹ 1200.00 Lakhs divided into 1,20,00,000 (One Crore Twenty
Lakhs) Equity Shares of ₹ 10/- each.
Clause V of MOA was amended to reflect sub-division in the Share Capital of our Company,
pursuant to which the existing Authorized Share Capital of our Company i.e. ₹ 1200.00 Lakhs
February 11, 2025 divided into 1,20,00,000 (One Crore Twenty Lakhs) Equity Shares of ₹ 10/- each was sub-divided
into ₹ 1200.00 Lakhs divided into 2,40,00,000 (Two Crore Forty Lakhs) Equity Shares of ₹ 5/-
each
OTHER DETAILS REGARDING OUR COMPANY
For information on our activities, services, growth, technology, marketing strategy, our standing with reference to our prominent
competitors and customers, please refer to sections titled “Business Overview”, “Industry Overview” and “Management’s
Discussion and Analysis of Financial Conditions and Results of Operations” on page no. 119, 107 and 270 respectively of this
Red Herring Prospectus. For details of our management and managerial competence and for details of shareholding of our
Promoters, please refer to sections titled “Our Management” and “Capital Structure” on page no. 184 and 71 respectively of this
Red Herring Prospectus.
182RAISING OF CAPITAL IN FORM OF EQUITY OR DEBT
Except as disclosed in the section entitled “Capital Structure” and “Restated Financial Statements” on page no. 71 and 209
respectively of this Red Herring Prospectus our company has not raised capital in form of equity or debt.
CHANGES IN ACTIVITIES OF OUR COMPANY DURING THE LAST FIVE (5) YEARS
There have been no changes in the activities of our Company since incorporation which may have had a material effect on the
profits and loss account of our Company, including discontinuance of lines of business, loss of agencies or markets and similar
factors.
INJUNCTION AND RESTRAINING ORDER
Our Company is not under any injunction or restraining order, as on date of filing of this Red Herring Prospectus.
MANAGERIAL COMPETENCE
For managerial competence, please refer to the section “Our Management” on page no. 184 of this Red Herring Prospectus.
TOTAL NUMBER OF SHAREHOLDERS OF OUR COMPANY
As on the date of filing of this Red Herring Prospectus, the total numbers of equity shareholders are seven. For more details on the
shareholding of the shareholders, please see the section titled “Capital Structure” on page no. 71 of this Red Herring Prospectus.
SHAREHOLDERS AGREEMENTS
Our Company has not entered into any shareholders agreement as on the date of filing this Red Herring Prospectus.
LOCK OUTS OR STRIKES
There have been no lock outs or strikes at any of the location of our Company as on the date of this Red Herring Prospectus.
OTHER AGREEMENTS
As on the date of this Red Herring Prospectus, our Company has not entered into any agreements other than those entered into in
the ordinary course of business and there is no material agreements entered as on the date of this Red Herring Prospectus.
JOINT VENTURE AGREEMENTS
Our Company has not entered into any joint venture agreement as on the date of this Red Herring Prospectus.
COLLABORATION AGREEMENTS
Our Company has not entered into any collaboration agreement as on the date of this Red Herring Prospectus.
SUBSIDIARIES/ HOLDINGS OF THE COMPANY
As of the date of filing this Red Herring Prospectus, our Company does not have any subsidiaries or holdings Company.
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183OUR MANAGEMENT
BOARD OF DIRECTORS
The present composition of our Board and its committees is in accordance with the corporate governance requirements provided
under the Companies Act 2013 and the SEBI LODR Regulations, 2015. The following table sets forth details regarding our Board
as on the date of this Red Herring Prospectus:
Sr. Original Date of Date of Appointment at
Name of the Director DIN Designation
No. Appointment Current Designation
Chairman and Managing
1 H N Devakumar 07586484 09.09.2016 03.01.2025
Director
2 Anil K N 08279621 Whole Time Director 14.11.2018 03.01.2025
3 Dharanendra H Gouda 07602434 Whole Time Director 09.09.2016 03.01.2025
Balappa Basappa
4 10894606 Non-Executive Director 03.01.2025 03.01.2025
Madalageri
Non-Executive
5 Suma Nagesh Uppin 10894605 15.01.2025 15.01.2025
Independent Director
Ramachandra Subbanna Non-Executive
6 10895577 15.01.2025 15.01.2025
Giddi Independent Director
The following table sets forth details regarding the Board of Directors as on the date of this Red Herring Prospectus:
Name H N Devakumar
Age 61 Years
Date of Birth 16.08.1964
PAN ADPPD8509F
Father's Name Nagappa Honnebagi
Designation Chairman and Managing Director
Address as Per Aadhar Card Sri Nidhi Eshwar Nagar 2nd Stage 4th Cross Near Ayyappaswamy Temple,
Ranibennur, Ranebennur, Haveri, Karnatka - 581115
Occupation Business
Nationality Indian
Current Term 03.01.2025 to 02.01.2030
DIN 07586484
Other Directorship NIL
Shares held in Company 19,27,632
Experience More than 10 Years
Relation with other director Brother-in-Law of the Whole-Time Director (Dharanendra H Gouda)
Relation with any KMP Brother-in-Law of the Whole-Time Director (Dharanendra H Gouda)
Loans to Director NIL
Name Anil K N
Age 59 Years
Date of Birth 07.02.1966
PAN ACEPN6805A
Father's Name K S Narasimhamurthy
Designation Whole-Time Director
Address as Per Aadhar Card 410, 9th Cross, R H C S Layout Near Annapoorneshwari Temple, Annapoorneshwari
Nagar, Bangalore, North Bangalore, Karnatka-560091
Occupation Business
Nationality Indian
Current Term 03.01.2025 to 02.01.2030
DIN 08279621
Other Directorship NIL
Shares held in Company 19,27,632
Experience More than 30 Years
Relation with other director NIL
Relation with any KMP NIL
184Loans to Director NIL
Name Dharanendra H Gouda
Age 52 Years
Date of Birth 01.02.1973
PAN AGNPG1842M
Father's Name Halappa Gouda
Designation Whole-Time Director
Address as Per Aadhar Card # 278, Gowri Sadana 1st Main, 3rd Cross Umashankara Nagar Ranebennur Town
Ranebennur, Haveri, Karnataka - 581115
Occupation Business
Nationality Indian
Current Term 03.01.2025 to 02.01.2030
DIN 07602434
Other Directorship NIL
Shares held in Company 3,21,272
Experience More than 10 Years
Relation with other director Brother-in-Law of Chairman and Managing Director (H N Devakumar)
Relation with any KMP Brother-in-Law of Chairman and Managing Director (H N Devakumar)
Loans to Director NIL
Name Balappa Basappa Madalageri
Age 76 Years
Date of Birth 18.02.1949
PAN ADEPM1522E
Father's Name Basappa Madalageri
Designation Non- Executive Director
Address as Per Aadhar Card #82 Anugraha, 3rd Main 7th Cross, Near Raghavendra Swamy Mata Kengeri Satellite
Town, Bangalore South, Kengeri, Bangalore, Karnataka- 560060
Occupation Retired from Service
Nationality Indian
Current Term For 5 Years w.e.f. 03.01.2025
DIN 10894606
Other Directorship NIL
Shares held in Company NIL
Experience More than 20 Years
Relation with other director NIL
Relation with any KMP NIL
Loans to Director NIL
Name G S Ramachandra
Age 66 Years
Date of Birth 18.05.1959
PAN ACOPR8407Q
Father's Name Subbanna Giddi
Designation Non- Executive Independent Director
Address as Per Aadhar Card #272 Haridwama, 4th Main 2nd Cross Umashankar Nagar, Ranebennur, Haveri,
Karnataka- 581115
Occupation Life Insurance - Agent
Nationality Indian
Current Term 15.01.2025 to 14.01.2030
DIN 10895577
Other Directorship NIL
Shares held in Company NIL
185Experience More than 30 Years
Relation with other director NIL
Relation with any KMP NIL
Loans to Director NIL
Name Suma Nagesh Uppin
Age 47 Years
Date of Birth 20.07.1978
PAN ACDPU7880M
Father's Name Veeranna Channabasappa Banakar
Designation Non- Executive Independent Director
Address as Per Aadhar Card # 870/2, Vinayaka Nagar 1st Main 1st Cross, Ranibennur, Ranebbenur, Haveri,
Karnataka- 581115
Occupation Teaching
Nationality Indian
Current Term 15.01.2025 to 14.01.2030
DIN 10894605
Other Directorship NIL
Shares held in Company NIL
Experience More than 20 Years
Relation with other director NIL
Relation with any KMP NIL
Loans to Director NIL
BRIEF PROFILE OF DIRECTORS:
I. H N Devakumar
H N Devakumar is the Promoter, Chairman and Managing Director of our Company. He is one of the directors and promoter of
the company who has been associated with us since incorporation. He has a degree of Bachelor of science, Agriculture and
possesses more than 10 Years of work experience in Agri and Seeds industry.
Previously H N Devakumar has taken care of various departments such as - Business Development, Marketing and operations.
Currently he is responsible for overall management and Business affairs of our Company including Business and growth
strategies for the company.
II. Anil K N
Anil K N is the promoter and Whole-time Director of the company. He has a degree of Master of science, Agriculture and
possesses more than 30 Years of work experience in Agri and Seeds industry.
Previously Anil K N has taken care of various departments such as Business Operations and execution in other companies.
Currently he is designated as Whole Time Director and responsible for Business Management and built-up a strong network of
Dealers and Distributors base for the growth of the Company.
III. Dharanendra H Gouda
Dharanendra H Gouda is the promoter and Whole-time Director of the company. He is one of the directors and promoters of the
company since its incorporation. He has a degree of Diploma in Automobile Engineering and possesses more than 10 Years of
work experience in Agri and Seeds industry.
Previously Dharanendra H Gouda has taken care of various departments such as Business Operations in other companies.
Currently he is designated as Whole Time Director and responsible for Business Management, Smooth functioning of Seed
Processing, packaging and Supplychain management in the Company.
IV. Balappa Basappa Madalageri
Balappa Basappa Madalageri, is appointed as Non-Executive Directors of the company on 03.01.2025. He is a graduate and holds
a degree in Bachelor and Master of Science in Agriculture, he also holds a degree of Doctor of Philosophy in Horticulture
Commerce. He has an experience of Research and Development to make hybrid seeds, also he has a vast experience of providing
education related to agriculture business Administration and Finance Department. He contributes his knowledge and experience
in the betterment and growth of our company.
186V. G S Ramachandra
G S Ramachandra has completed Bachelor of Science in Agriculture. He retired at a position of Branch Manager from Union
Bank of India on 31.05.2019 after serving 32 years, having experience of General Banking and experience of 3 years as a
researcher in the field of agriculture. He has been appointed as the Non- Executive Independent Director of our Company for a
period of 5 years with effect from 15.01.2025.
VI. Suma Nagesh Uppin
Suma Nagesh Uppin, holds a degree of Master in Science in Agriculture and a Master in Education. With over 15 years of
experience in the education sector, she has developed a deep understanding of managing teams, creating and executing plans,
and ensuring the smooth flow of activities within an organization. Throughout her career, Suma has been involved in various
aspects of people management, which has enabled her to gain valuable skills in leadership, communication, and organizational
development.
She works closely with other directors to ensure that the company's goals are met and that its operations align with its strategic
objectives. Suma Nagesh Uppin organizational and leadership skills play an essential role in helping the company maintain its
operational efficiency and achieve its business goals.
She has been appointed as the Non- Executive Independent Director of our Company for a period of 5 years with effect from
15.01.2025.
Confirmations
1. None of the above-mentioned Directors are on the RBI List of wilful defaulters or fraudulent borrowers as on date of this
Red Herring Prospectus.
2. None of the above-mentioned Directors have been and/or are being declared as fugitive economic offenders as on date of this
Red Herring Prospectus.
3. None of the Promoters, persons forming part of our Promoter Group, our directors or persons in control of our Company are
debarred by SEBI from accessing the capital market.
4. None of the Promoters, Directors or persons in control of our Company, have been or are involved as a promoter, director or
person in control of any other company, which is debarred from accessing the capital market under any order or directions
made by SEBI or any other regulatory authority.
5. Further, none of our directors are or were directors of any company whose shares were (a) suspended from trading by stock
exchange(s) during the (5) five years prior to the date of filing this Red Herring Prospectus or (b) delisted from the stock
exchanges.
6. There are no arrangements or understandings with major shareholders, customers, suppliers or any other entity, pursuant to
which any of the Directors or Key Managerial Personnel were selected as a director or member of the senior management.
7. The Directors of our Company have not entered into any service contracts with our Company which provide for benefits
upon termination of employment.
8. No proceedings/ investigations have been initiated by SEBI against any Company, the board of directors of which also
comprises any of the Directors of our Company. No consideration in cash or shares or otherwise has been paid or agreed to
be paid to any of our directors or to the firms of Companies in which they are interested by any person either to induce him
to become or to help him qualify as a Director, or otherwise for services rendered by him or by the firm or Company in which
he is interested, in connection with the promotion or formation of our Company.
COMMON DIRECTORSHIPS OF THE DIRECTORS IN LISTED COMPANIES WHOSE SHARES HAVE
BEEN/WERE SUSPENDED FROM BEING TRADING ON ANY OF THE STOCK EXCHANGE DURING HIS/HER
TENORS FOR A PERIOD BEGINNING FROM FIVE (5) YEARS PRIOR OR DELISTED FROM THE STOCK
EXCHANGE TO THE DATE OF THIS RED HERRING PROSPECTUS.
None of the Directors are/were directors of any company whose shares were suspended from being traded by Stock Exchange(s)
or under any order or directions issued by the stock exchange(s)/ SEBI/ other regulatory authority in the last five (5) years or to
the extent applicable.
Further, none of our directors is, or was, a director of any listed company, which has been or was delisted from any stock
exchange during the term of their directorship in such company.
187DETAILS OF CURRENT AND PAST DIRECTORSHIP(S) IN LISTED COMPANIES WHICH HAVE BEEN/ WERE
DELISTED FROM THE STOCK EXCHANGE(S) AND REASONS FOR DELISTING
None of our Directors are currently or have been on the board of directors of a public listed company whose shares have been or
were delisted from any stock exchange.
RELATIONSHIP BETWEEN OUR DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR
MANAGEMENT PERSONNEL
None of the Directors of our Company are related to each other as per Section 2(77) of the Companies Act, 2013, except for that:
Name of Director Designation Relation
Chairman and Managing
H N Devakumar Brother-in-Law of the Whole-Time Director (Dharanendra H Gouda)
Director
Dharanendra H Gouda Whole-Time Director Brother-in-Law of Chairman and Managing Director (H N Devakumar)
ARRANGEMENTS OR UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS OR
OTHERS
There are no arrangements or understanding between major shareholders, customers, suppliers, or others pursuant to which any
of the Directors, Promoters, promoter Group, Key Managerial Personnel and senior Management Personnel as on the date of this
Red Herring Prospectus. Hence there is no conflict of Interest between supplier and stake holder of the company/ promoter group.
PAYMENT OR BENEFIT TO OFFICERS OF OUR COMPANY
Except as stated under “Remuneration details of our executive directors” and “Remuneration details of our non-executive
directors and independent directors” and except as disclosed below under the heading of Remuneration Details of Our Directors,
no amount or benefit has been paid or given in the last three (3) years preceding the date of this Red Herring Prospectus to any
officer of our Company including our directors and key management personnel:
SERVICE CONTRACTS WITH DIRECTORS
None of our directors have entered into any service contracts with our company and no benefits are granted upon their termination
from employment other than the statutory benefits provided by our company. However, Executive Directors of our Company are
appointed for specific terms and conditions for which no formal agreements are executed, however their terms and conditions of
appointment and remuneration are specified and approved by the Board of Directors and Shareholders of the Company.
For further details, please refer to the “Related Party Transaction” under chapter titled “Financial Information” on page no.
209 of this Red Herring Prospectus.
DETAILS OF BORROWING POWERS
Pursuant to a Special Resolution passed at an Extra Ordinary General Meeting of our Company held on 03.01.2025 and pursuant
to Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under,
(including any amendment thereto or re-enactment thereof) the Board of Directors of the Company are authorized for borrowing,
from time to time, any sum or sums of monies which together with the monies already borrowed by the Company (apart from
temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business) may exceed the
aggregate of the paid up capital of the Company and its free reserves provided that the total amount so borrowed by the Board
shall not at any time exceed Rs. 1,000,00,00,000/- (Rupees One Thousand Crores Only) or the aggregate of the paid up capital
and free reserves of the Company, whichever is higher.”
TERMS OF APPOINTMENT AND REMUNERATION OF OUR CHAIRMAN AND MANAGING DIRECTOR
Pursuant to a resolution passed by the Board of Directors at the meeting held on 24.12.2024 and approved by the Shareholders
of our Company by passing special resolution at the EGM held on 03.01.2025, H N Devakumar was appointed as the Chairman
and Managing Director of our Company for a period of five (05) years with effect from 03.01.2025 along with the terms of
remuneration, which provides that the aggregate of salary, allowances and perquisites in any one financial year shall be in
accordance with Sections 197, 198, Schedule V and other relevant provisions of the Companies Act, 2013 read with the rules
prescribed thereunder.
TERMS OF APPOINTMENT AND REMUNERATION OF OUR WHOLE-TIME DIRECTOR
Pursuant to a resolution passed by the Board of Directors at the meeting held on 24.12.2024 and approved by the Shareholders
of our Company by passing special resolution at the EGM held on 03.01.2025, Anil K N and Dharanendra H Gouda were
appointed as Whole-time Director of our Company for a period of five (05) years with effect from 03.01.2025 along with the
terms of remuneration, which provides that the aggregate of salary, allowances and perquisites in any one financial year shall be
188in accordance with Sections 197, 198, Schedule V and other relevant provisions of the Companies Act, 2013 read with the rules
prescribed thereunder.
BONUS OR PROFIT-SHARING PLAN FOR OUR DIRECTORS
We have no bonus or profit-sharing plan for our directors.
REMUNERATION DETAILS OF OUR DIRECTORS
i. Remuneration of our Executive Directors
In Fiscal 2025, following are the remuneration paid to our executive directors.
Name of Director Designation Remuneration Paid in FY 2025 (Amount in Rs. lakhs)
H N Devakumar Chairman and Managing Director 48.38
Anil K N Whole-Time Director 48.38
Dharanendra H Gouda Whole-Time Director 31.54
The Board/ or Nomination and remuneration committee that may be formed for this purpose may, from time-to-time review and
revise the remuneration/ increment of the employees based on the performance and in accordance with the company’s internal
policy on periodic review, as may be decided by the Board at its discretion.
ii. Sitting fee details of our Independent Directors
Our Independent Directors are entitled to sitting fees for attending meetings of the Board, or of any committee of the Board
pursuant to the provisions of Section 197 (5) of the Companies Act, 2013, (the “Act”) read with Rule 4 of Companies
(Appointment and Remuneration of managerial Personnel) Rules, 2014, the Articles of Association of the Company, and based
on recommendations of the nomination and Remuneration Committee and other applicable laws and regulations
SHAREHOLDING OF OUR DIRECTORS IN OUR COMPANY
The details of the shareholding of our directors as on the date of this Red Herring Prospectus are as follows:
Pre-Issue Capital Post-Issue Capital
Name of the Directors
No. of Equity Shares Percentage* No. of Equity Shares Percentage*
H N Devakumar 19,27,632 23.999% 19,27,632 [●]
Anil K N 19,27,632 23.999% 19,27,632 [●]
Dharanendra H Gouda 3,21,272 3.999% 3,21,272 [●]
Balappa Basappa Madalageri NIL NIL NIL NIL
Suma Nagesh Uppin NIL NIL NIL NIL
G S Ramachandra NIL NIL NIL NIL
TOTAL 41,76,536 51.997% 41,76,536
*Round off
Except stated above no other Directors hold any Equity Shares of our Company as on the date of filing of this Red Herring
Prospectus.
PAYMENT OR BENEFIT TO DIRECTORS OF OUR COMPANY
Except as disclosed in this Red Herring Prospectus, no amount or benefit has been paid or given within the two preceding years
or is intended to be paid or given to any of the Executive Directors except the normal remuneration/ sitting fees for services as a
director of our company and rent paid against the use of property as disclosed in the property title of “Business Overview” at
page no. 119 of this Red Herring Prospectus. Additionally, there is no contingent or deferred compensation payable to any of our
directors.
LOANS TO DIRECTORS
There are no loans that have been availed by the Directors from our Company that are outstanding as of the date of this Red
Herring Prospectus.
INTEREST OF OUR DIRECTORS
Our directors may be deemed to be interested to the extent of their remuneration/ sitting fees for services as a director of our
company and rent paid against the use of property as disclosed in the property title of “Business Overview” at page no. 119 of
189this Red Herring Prospectus and with the reimbursement of expenses payable to them under the Article. For further details, please
refer to section titled “Our Management” on page no 184 of this Red Herring Prospectus.
H N Devakumar, Anil K N, Dharanendra H Gouda, B H Devasinghnaik and Ramalingam Venkataramana are the Promoters and
Key Managerial Personnel of Company and may be deemed to be interested in the promotion of our Company to the extent that
they have promoted our Company. Except as stated above, our directors have no interest in the promotion of our Company other
than in the ordinary course of business. Our directors may also be regarded as interested to the extent of Equity Shares held by
them in our Company, if any, details of which have been disclosed above under the heading “Shareholding of Directors in our
Company”. All of our Directors may also be deemed to be interested to the extent of any dividend payable to them and other
distributions in respect of the Equity Shares.
Our directors may also be interested to the extent of Equity Shares, if any, held by them or held by the entities in which they are
associated as promoter, directors, partners, proprietors or trustees or karta or coparceners or held by their relatives or that may be
subscribed by or allotted to the companies, firms, ventures, trusts in which they are interested as promoter, directors, partners,
proprietors, members or trustees, pursuant to this Issue. Except as disclosed in “Financial Information” and “Our Promoters
and Promoter Group” on page no. 209 and 200 respectively of this Red Herring Prospectus, our Directors are not interested in
any other company, entity or firm.
Except as stated in “Restated Financial Statements” on page no. 209 of this Red Herring Prospectus, our directors do not have
any other interest in the business of our Company.
INTEREST AS TO PROPERTY
Except as disclosed in the property title of “Business Overview” at page no. 119 and “Restated Financial Statements” on page
no. 209 of this Red Herring Prospectus, our directors do not have any interest in any property acquired or proposed to be acquired
by our Company.
INTEREST OF DIRECTORS IN THE PROMOTION AND FORMATION OF OUR COMPANY
As on the date of this Red Herring Prospectus, except for H N Devakumar, Anil K N, Dharanendra H Gouda, the Promoters/
Directors and/or Key Managerial Personnel are interested in the promotion of our Company. For further details, see “Our
Promoters and Promoter Group” on page no. 200 of this Red Herring Prospectus.
INTEREST AS A CREDITOR OF OUR COMPANY
Except as stated in the ‘Details of related party transactions’ on page no. 209 and chapter titled ‘Financial Indebtedness’ on page
no. 268 in the chapter titled ‘Restated Financial Statements’ on page no. 268 of this Red Herring Prospectus, Our Company has
not availed any loans from our Creditors of our Company as on the date of this Red Herring Prospectus; - None of our sundry
debtors or beneficiaries of loans and advances are related to our directors, except as disclosed in ‘Related Party Transactions’
in the chapter titled ‘Restated Financial Statements’ on page no. 209 of this Red Herring Prospectus.
INTEREST AS DIRECTOR OF OUR COMPANY
Except as stated in the chapter titled ‘Our Management, ‘Capital Structure’ and ‘Statement of Related Parties’ Transactions’
on page no. 184, 70 and 209 of this Red Herring Prospectus, our Directors, may be deemed to the extent of their remuneration/
sitting fees for services as a director of our company and rent paid against the use of property as disclosed in the property title of
“Business Overview” at page no. 119 of this Red Herring Prospectus and with the reimbursement of expenses payable to them
under the Article, payable to them for attending meetings of our Board or Committee.
INTEREST OF KEY MANAGERIAL PERSONNEL
Except as stated in this Chapter, none of the key managerial personnel have any interest in our Company other than to the extent
of the remuneration or benefits to which they are entitled to as per their terms of appointment, rental payment and reimbursement
of expenses incurred by them during the ordinary course of business. Our key managerial personnel may also be deemed to be
interested to the extent of Equity Shares that may be subscribed for and allotted to them, pursuant to this Issue. Such key
managerial personnel may also be deemed to be interested to the extent of any dividend payable to them and other distributions
in respect of the said Equity Shares. None of our key managerial personnel has been paid any consideration of any nature, other
than their remuneration except as stated in the chapter titled ‘Our Management, ‘Capital Structure’ and ‘Details of Related
Party Transactions’ on page no. 184, 70 and 314 of this Red Herring Prospectus.
DETAILS OF SERVICE CONTRACTS
Except as stated in the ‘Related Party Transactions’ on page no. 314 and in the Chapter titled “Financial Indebtedness” of our
Company on page no. 268 of this Red Herring Prospectus, there is no service contracts entered into with any Directors for
payments of any benefits or amount upon termination of employment.
190CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO DIRECTORS
No Director has received or is entitled to any contingent or deferred compensation as on the date of filing this Red Herring
Prospectus. Further, there is no contingent or deferred compensation accrued for the year, which is payable to our directors as on
the date of filing this Red Herring Prospectus.
CHANGES IN OUR BOARD OF DIRECTORS DURING THE LAST THREE YEARS
Except as disclosed below, there have been no changes in our Board during the last three years.
Sr. Original Date of
Name of Director Date of Change Reason for change
No. Appointment
1. H N Devakumar 09.09.2016 03.01.2025 Re-designated as Chairman and Managing Director
2. Anil K N 14.11.2018 03.01.2025 Re-designated as Whole-time Director
3. Dharanendra H Gouda 09.09.2016 03.01.2025 Re-designated as Whole-time Director
4. B H Devasinghnaik 01.01.2025 01.01.2025 Appointment as Chief Executive Officer
5. Ramalingam Venkataramana 01.01.2025 01.01.2025 Appointment as Chief Financial Officer
6. Suma Nagesh Uppin 15.01.2025 15.01.2025 Appointed as Independent Director
7. Ramachandra Subbanna Giddi 15.01.2025 15.01.2025 Appointed as Independent Director
MANAGEMENT ORGANIZATION STRUCTURE
Set forth is the management organization structure of our Company
Our Management
Chairman & Whole-Time Chief Executive Non- Executive Non- Executive
Managing Director Directors Officer Independent Independent
Director Director
Non- Executive Chief Financial CS & Compliance
Director Officer Officer
CORPORATE GOVERNANCE
The provisions of the SEBI Listing Regulations and the Companies Act with respect to corporate governance will be applicable
to us immediately upon the listing of our Equity Shares on the Stock exchange.
We are in compliance with the requirements of the applicable regulations, including the SEBI Listing Regulations, Companies
Act and the SEBI ICDR Regulations, 2018, in respect of corporate governance including constitution of our Board and
Committees thereof. Our corporate governance framework is based on an effective independent Board, separation of the Board’s
supervisory role from the executive management team and constitution of the Board Committees, as required under law.
Our Board undertakes to take all necessary steps to continue to comply with all the requirements of the SEBI Listing Regulations
and the Companies Act. Our Board functions either directly, or through various committees constituted to oversee specific
operational areas.
COMMITTEES OF OUR BOARD
Our Board has constituted following committees in accordance with the requirements of the Companies Act and SEBI Listing
Regulations:
• Audit Committee;
• Stakeholders’ Relationship Committee; and
• Nomination and Remuneration Committee.
191Details of each of these committees are as follows:
Audit Committee
As per section 177 of the Companies Act, 2013, The Board of Directors of every listed company and such other class or classes
of companies, as may be prescribed, shall constitute an Audit Committee. The Audit Committee shall consist of a minimum of
three directors with independent directors forming a majority: Provided that majority of members of Audit Committee including
its Chairperson shall be persons with ability to read and understand, the financial statement.
Our Audit Committee was constituted pursuant to a resolution of our Board Meeting dated 03.03.2025. The Audit Committee
comprises of:
Name of Director Designation in Committee Nature of Directorship
G S Ramachandra Chairman Non-Executive Independent Director
Suma Nagesh Uppin Member Non-Executive Independent Director
H N Devakumar Member Chairman and Managing Director
The Company Secretary of the Company shall act as the Secretary of the Audit Committee.
Set forth below are the scope, functions, and the terms of reference of our Audit Committee, in accordance with Section 177 of
the Companies Act, 2013 and Regulation 18 of the SEBI LODR Regulations, 2015, if applicable.
A. Powers of Audit Committee: The Audit Committee shall have powers, including the following:
• To investigate any activity within its terms of reference;
• To seek information from any employee;
• To obtain outside legal or other professional advice; and
• To secure attendance of outsiders with relevant expertise, if it considers necessary.
B. Role of Audit Committee: The role of the Audit Committee shall include the following:
• oversight of the listed entity’s financial reporting process and the disclosure of its financial information to ensure that the
financial statement is correct, sufficient, and credible;
• recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;
• approval of payment to statutory auditors for any other services rendered by the statutory auditors;
• reviewing, with the management, the annual financial statements and auditors’ report thereon before submission to the
board for approval, with particular reference to:
o matters required to be included in the director’s responsibility statement to be included in the board’s report in
terms of Section 134(3)(c) of the Companies Act, 2013;
o changes, if any, in accounting policies and practices and reasons for the same;
o major accounting entries involving estimates based on the exercise of judgment by management;
o significant adjustments made in the financial statements arising out of audit findings;
o compliance with listing and other legal requirements relating to financial statements;
o disclosure of any related party transactions;
o modified opinion(s) in this draft audit report;
• reviewing, with the management, the quarterly financial statements before submission to the board for approval;
• reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights
issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/
prospectus/ notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public
issue or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to
the board to take up steps in this matter;
192• reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
• approval or any subsequent modification of transactions of the listed entity with related parties;
• scrutiny of inter-corporate loans and investments;
• valuation of undertakings or assets of the listed entity, wherever it is necessary;
• evaluation of internal financial controls and risk management systems;
• reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
• 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;
• discussion with internal auditors of any significant findings and follow up there on;
• 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;
• 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;
• to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case
of non-payment of declared dividends) and creditors;
• to review the functioning of the whistle blower mechanism;
• approval of appointment of chief financial officer after assessing the qualifications, experience, and background, etc. of the
candidate;
• reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding
rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/
investments existing as on the date of coming into force of this provision.
• consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc.,
on the listed entity and its shareholders.
• carrying out any other function as is mentioned in the terms of reference of the audit committee.
As required under Regulation 18 of the SEBI LODR Regulations, 2015 (if applicable), the Audit Committee shall meet at least
four times in a year, and not more than one hundred and twenty days shall elapse between two meetings. The quorum of the
meeting shall be either two members present, or one-third of the members, whichever is greater, provided that there should be a
minimum of two independent directors present.
Stakeholders’ Relationship Committee
As per section 178 (5) of the Companies Act, 2013, The Board of Directors of a Company which consists of more than one
thousand shareholders, debenture-holders, deposit-holders, and any other security holders at any time during a financial year shall
constitute a Stakeholders Relationship Committee consisting of a chairperson who shall be a non- executive director and such
other members as may be decided by the Board.
Our Stakeholders’ Relationship Committee was constituted pursuant to a resolution of our Board Meeting dated 03.03.2025. The
Stakeholders’ Relationship Committee comprises of:
Name of Director Designation in Committee Nature of Directorship
G S Ramachandra Chairman Non-Executive Independent Director
Suma Nagesh Uppin Member Non-Executive Independent Director
Balappa Basappa Madalageri Member Non-Executive Director
The Company Secretary of the Company shall act as the Secretary of the Stakeholders’ Relationship Committee.
193A. Role of the Stakeholders Relationship Committee
• Resolving the grievances of the security holders of the listed entity 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.;
• Review of measures taken for effective exercise of voting rights by shareholders;
• Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by
the Registrar & Share Transfer Agent;
• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends
and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company; and
• Resolving grievances of debenture holders related to creation of charge, payment of interest/principal, maintenance of
security cover and any other covenants.
• To carry out any other function as prescribed under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as and when amended from time to time.”
• As required under Regulation 20 of the SEBI LODR Regulations, 2015, the Stakeholders’ Relationship Committee shall
meet at least once in a financial year.
Nomination and Remuneration Committee
As per section 178 (1) of the Companies Act, 2013, The Board of Directors of every listed company and such other class or
classes of companies, as may be prescribed shall constitute the Nomination and Remuneration Committee consisting of three or
more non-executive directors out of which not less than one-half shall be independent directors: Provided that the chairperson of
the company (whether executive or non-executive) may be appointed as a member of the Nomination and Remuneration
Committee but shall not chair such Committee.
Our Nomination and Remuneration Committee was constituted pursuant to a resolution of our Board Meeting dated 03.03.2025.
The Nomination and Remuneration Committee comprises of:
Name of Director Designation in Committee Nature of Directorship
Balappa Basappa Madalageri Chairman Non-Executive Director
Suma Nagesh Uppin Member Non-Executive Independent Director
G S Ramachandra Member Non-Executive Independent Director
The Company Secretary of the Company shall act as the Secretary of the Nomination and Remuneration Committee.
A. Role of the Nomination and Remuneration Committee
The scope, functions, and the terms of reference of the Nomination and Remuneration Committee is in accordance with the
Section 178 of the Companies Act, 2013 read with Regulation 19 of the Securities Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
Set forth below are the role of our Nomination and Remuneration Committee.
• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend
to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel, and other
employees;
• For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance
of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and
capabilities required of an independent director. The person recommended to the Board for appointment as an independent
director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the
Committee may:
a. Use the services of an external agencies, if required;
b. Consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. Consider the time commitments of the candidates.
• Formulation of criteria for evaluation of performance of independent directors and the board of directors;
194• Devising a policy on diversity of board of directors;
• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance
with the criteria laid down and recommend to the board of directors their appointment and removal.
• To extend or continue the term of appointment of the independent director, on the basis of the report of performance
evaluation of independent directors.
• recommend to the board, all remuneration, in whatever form, payable to senior management.
As required under Regulation 19 of the SEBI LODR Regulations, 2015, if applicable the Nomination and Remuneration
Committee shall meet at least once in a financial year. The quorum for a meeting shall be either two members present, or one-
third of the members of the committee, whichever is greater, provided that there should be a minimum of one independent
directors present.
KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL
The details of the Key Managerial Personnel of our Company are as follows other than Managing Director and Whole-Time
Directors:
Particular Detail of KMP Detail of KMP Detail of KMP
Name B H Devasinghnaik Ramalingam Venkataramana Bobby Seth
Age 59 Years 58 Years 32 Years
PAN ATMPD9178M ACBPV9961C EFHPS6148B
Father's Name Hemlanaik Subramaniam Iyer Ramalingam Ram Lal Seth
Company Secretary and
Designation Chief Executive Officer Chief Financial Officer
Compliance Officer
GRC Shreekrish, Flat No.-
3A/31, Navarathna Residency 4th
Shree Anagha B K Road B205, 2nd Floor, MJ Nagar
Main Road, KHB Colony 1st
Vijayananagar 2nd Main 2nd Road, Sarjapura Anekal
Address as per Stage, Basaveshwarnagar,
stage, Sagar. Sagar, Taluk, Near Choodasandra
Aadhar Card Basaveshwarnagar,
Shivamogga, Karnatka – Lake, Choodasandra, Huskur,
BangaloreNorth, Bangalore,
577401 Bengaluru, Karnataka -
Karnataka - 560079
560099
Shares held in
19,27,632 19,27,632 Nil
Company
Relation with any
No No No
director, if any
Relation with other
No No No
KMP, if any
Loans to KMP No No No
Bachelor of Science,
Qualification Master of Science, Agriculture Company Secretary
Agriculture
More than 15 years in More than 30 years in More than 4 years of
Experience
Agriculture and Seed Industry Agriculture and Seed Industry experience
1. B H Devasinghnaik (Chief Executive Officer)
B H Devasinghnaik holds a degree of Bachelor of Science, Agriculture from University of Agricultural Science, Bangalore. He
has had an experience of more than 15 years in the field of Agriculture and seed Industry. In past B H Devasinghnaik has an
experience of sales and marketing. Since 01.01.2025, B H Devasinghnaik has been serving as the Chief Executive Officer of the
company. In this capacity, he is responsible for overseeing business expansion efforts and formulating strategies related to client
acquisition and retention. His role involves assessing business opportunities, guiding the company’s growth, and ensuring that
the organization stays aligned with its objectives. B H Devasinghnaik is also involved in making decisions regarding the
company’s direction, ensuring that the business operates efficiently, and identifying areas for improvement. He works closely
with other teams to implement business strategies that support the company's goals and contribute to its ongoing operations. For
the remuneration paid to him in the Financial Year ended 2025, please refer the section titled “Restated Financial Statement” at
page no. 209 of this Red Herring Prospectus.
2. Ramalingam Venkataramana (Chief Financial Officer)
Ramalingam Venkataramana holds a degree of Master of Science, Agriculture. R. Venkataramana has over 30 years of
experience in the agricultural input sector, including seeds, pesticides, and fertilizers. He has worked in various sales, marketing,
195and leadership roles across multiple. His work includes managing zonal and regional operations, developing market strategies,
building distribution networks, and overseeing product promotion activities. Since 01.01.2025, he has been serving as the Chief
Financial Officer of the company and he is responsible for designing the discount strategies, control the cost of processing and
other financial activity of the business. For the remuneration paid to him in the Financial Year ended 2025, please refer the section
titled “Restated Financial Statement” at page no. 209 of this Red Herring Prospectus.
3. Bobby Seth (Company Secretary cum Compliance Officer)
Bobby Seth is a Qualified Company Secretary and is an Associate member of the Institute of Company Secretaries of India since
May 2021, having membership number A65589. She has more than 4 (Four) years of experience in secretarial and compliances.
She has been appointed as Company Secretary & Compliance Officer of our Company with effect from 01.01.2025. For the
remuneration paid to her in the Financial Year ended 2025, please refer the section titled “Restated Financial Statement” at page
no. 209of this Red Herring Prospectus.
OUR SENIOR MANAGEMENT PERSONNEL:
Name Vijaya kumar Shrimandhar Malgatte
Age 59 Years
PAN ABQPM2059Q
Father's Name Shrimandhar Bhau Malgatte
Designation Vice president-Business Strategy
Villa No. 132, Vakil Encasa Hennagara, Main Road Jigani Hobli, Anekal Taluku,
Address as per Aadhar Card Hennagara Post Jigani, Bengaluru, Karnataka - 560105
Shares held in Company No
Relation with any director, if any No
Relation with other SMP, if any No
Loans to SMP No
Qualification Bachelor of Science in Agriculture
Name Shivakumar S Hiremath
Age 33 Years
PAN AHEPH3128D
Father's Name Shiddalingayya Hiremath
Designation Senior Manager- HR & Admin
Rs No 877N Plot No 14, 1st Main 3rd Cross Old Magod Road, Near Siddaroodh
Math Shree Basava Green Park, Ranibennur, Ranebennur, Haveri, Karnataka-
Address as per Aadhar Card 581115
Shares held in Company 100
Relation with any director, if any No
Relation with other SMP, if any No
Loans to SMP No
Qualification Bachelor of Commerce
Name Kavita S Davanageri
Age 40 Years
PAN AYBPD6752F
Father's Name Shekharappa Malakappa Davanageri
Designation Executive Secretary
Rs No 878k Plot No 21, 2nd Main 5th Cross Old Magod Road, Near Siddaroodh
Math Shree Basava Green Park, Ranibennur, Ranebennur Eng-college, Haveri,
Address as per Aadhar Card Karnataka- 581115
Shares held in Company 100
Relation with any director, if any No
Relation with other SMP, if any No
Loans to SMP No
Qualification Master of Commerce
196Vijaya Kumar Shrimandhar Malgatte, (Vice President-Business Strategy) aged 59 years, holds a degree of Bachelor of
Science, Agriculture from University of Agricultural Science, Bangalore. He has been designated as Vice-President of the
company with effect from 01.09.2024. In past Vijay Kumar Shrimandhar Malgatte had worked with Indian & MNC Seeds
companies having an experience in Supply Chain Management, Country Supply Chain Head, Business Growth Lead & President
Director.
Shivakumar S Hiremath, (Senior Manager- HR & Admin), aged 33, holds a degree of bachelor's degree in Bachelor of
commerce from Karnataka University, Dharwad. Previously worked in other company he handles the admin activities. On 1st
March 2015 Joined Unisem Agritech (Partnership firm) as Accountant and now working as a Sr. Manager- HR & Admin, where
he is Handling Human Resource & Administration Related activities. He is also responsible for the Bulk Business co-ordination
being associated with the company for more than 6 Years in the Company.
Kavita S Davanageri, (Executive Secretary), aged 41, who has worked in a company for 7 Years. (Handled MS Office, Tally,
C, HTML etc). on 9th July 2014 Joined Unisem Agritech partnership firm as Accountant, Presently Working as an Executive
Secretary. Currently she handles Accounts & Reports Related activities, Meeting Conducting to Marketing Team & Office, co-
ordination with internal Departments, and Every Month All Financials Details Present to Management.
RELATIONSHIP OF KEY MANAGERIAL PERSONNEL WITH OUR DIRECTORS, PROMOTERS, KEY
MANAGERIAL PERSONNEL AND/ OR OTHER SENIOR MANAGERIAL PERSONNEL
None of the key managerial personnel and/ or other senior managerial personnel are related to each other or to our Promoters or
to any of our directors, except as mentioned below:
Name of Director Designation Relation
Chairman and Managing
H N Devakumar Brother-in-Law of the Whole-Time Director (Dharanendra H Gouda)
Director
Brother-in-Law of Chairman and Managing Director (H N
Dharanendra H Gouda Whole-Time Director
Devakumar)
CONFIRMATION
All the persons named as our Key Managerial Personnel and Senior Management Personnel above are the permanent employees
of our Company.
SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL
None of the Key Managerial Personnel holds any shares of the company except below table:
Name of the Key Managerial Pre-Issue Capital Post-Issue Capital
Personnel - A No. of Equity Shares Percentage* No. of Equity Shares Percentage*
H N Devakumar 19,27,632 23.999% 19,27,632 [●]
Anil K N 19,27,632 23.999% 19,27,632 [●]
Dharanendra H Gouda 3,21,272 3.999% 3,21,272 [●]
B H Devasinghnaik 19,27,632 23.999% 19,27,632 [●]
Ramalingam Venkataramana 19,27,632 23.999% 19,27,632 [●]
TOTAL - A 80,31,800 99.997% 80,31,800 [●]
Name of the Senior Management
No. of Equity Shares Percentage* No. of Equity Shares Percentage*
Personnel - B
Shivakumar S Hiremath 100 0.0015% 100 [●]
Kavita S Davanageri 100 0.0015% 100 [●]
TOTAL- B 200 0.003 200 [●]
TOTAL – A+B 80,32,000 100% 80,32,000 [●]
*Round off
ARRANGEMENT/ UNDERSTANDING WITH MAJOR SHAREHOLDERS/ CUSTOMERS/ SUPPLIERS
As on the date of this Red Herring Prospectus, Our Company has no arrangement or understanding with major shareholders,
customers, suppliers or others pursuant to which any of the Directors or Key Managerial Personnel was selected as a director or
member of senior management.
CHANGES IN OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT IN THE LAST THREE
YEARS
197The changes in our Key Managerial Personnel and Senior Management during the three years immediately preceding the date of
filing of this Red Herring Prospectus are set forth below:
Sr. Date of Appointment/
Name of the Person Reason for Change
No. Change in designation
1. B H Devasinghnaik 01.01.2025 Appointed as Chief Executive Officer
2. H N Devakumar 03.01.2025 Redesignated as Chairman and Managing Director
3. Anil K N 03.01.2025 Redesignated as Whole Time Director
4. Dharanendra H Gouda 03.01.2025 Redesignated as Whole Time Director
5. Ramalingam Venkataramana 01.01.2025 Appointed as Chief Financial Officer
Appointed as the Company secretary and compliance
6. Bobby Seth 01.01.2025
officer for better compliance.
Vijaya Kumar Shrimandhar Appointed as Senior Management Personnel for better
7. 24.12.2024
Malgatte operational activity
Appointed as Senior Management Personnel for better
8. Shivakumar S Hiremath 24.12.2024
operational activity
Appointed as Senior Management Personnel for better
9. Kavita S Davanageri 24.12.2024
operational activity
PAYMENT OR BENEFIT TO KEY MANAGERIAL PERSONNEL OF OUR COMPANY
Except as disclosed in this Red Herring Prospectus, no amount or benefit has been paid or given within the two preceding years
or is intended to be paid or given to any of the Key Managerial Personnel except the normal remuneration for services rendered
by them and rent paid against the use of property as disclosed in the property title of “Our Business” at page no. 119 of this Red
Herring Prospectus. Additionally, there is no contingent or deferred compensation payable to any of our Key Managerial
Personnel.
None of our KMP has entered into any service contracts with us and no benefits are granted upon their termination from
employment other that statutory benefits provided by our company and further, our Company has appointed certain Key
Managerial Personnel i.e. Chief Executive Officer, Chief Financial Officer and Company Secretary & Compliance Officer for
which our company has not executed any formal service contracts; although they are abide by their terms of appointments.
BONUS OR PROFIT-SHARING PLAN FOR OUR DIRECTORS
We have no bonus or profit-sharing plan for our directors.
ARRANGEMENT OR UNDERSTANDING WITH THE MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS OR
OTHERS, PURSUANT
As on date of this Red Herring Prospectus, there is no arrangement or understanding with the major shareholders, customers,
suppliers or others, pursuant to which any of our KMP and Senior Management Personnel have been appointed.
EMPLOYEE SHARE PURCHASE AND EMPLOYEES’ STOCK OPTION PLAN
As on date of this Red Herring Prospectus, our Company does not have any employee stock option plan or share purchase schemes
for our employees.
CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT PERSONNEL
None of our KMP and Senior Management Personnel has received or is entitled to any contingent or deferred compensation.
LOANS TAKEN BY DIRECTORS/ KEY MANAGEMENT PERSONNEL AND SENIOR MANAGEMENT
Our Company has not granted any loans to the Directors and/or KMP and Senior Management as on the date of this Red Herring
Prospectus.
ATTRITION OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
The attrition of KMP and Senior management is not high in our company as on the date of this Red Herring Prospectus.
PAYMENT OF BENEFITS TO OFFICERS OF OUR COMPANY (NON-SALARY RELATED)
Except as disclosed in this Red Herring Prospectus and any statutory payments made by our Company to its officers, our Company
has not paid any sum, any non-salary related amount or benefit to any of its officers or to its employees including amounts
towards superannuation, ex-gratia rewards. Except statutory benefits upon termination of employment in our Company or
198superannuation, no officer of our Company is entitled to any benefit upon termination of such officer’s employment in our
Company or superannuation. Contributions are made by our Company towards provident fund, gratuity fund and employee state
insurance.
Except as stated under section titled ‘Financial Information’ on page no 209 of this Red Herring Prospectus, none of the
beneficiaries of loans and advances or sundry debtors are related to our Company, our Directors or our Promoters.
SERVICE CONTRACTS WITH KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL
As on the date of this Red Herring Prospectus, our company has not entered into any service contracts with the Key Managerial
Personnel and Senior Management Personnel.
(The remainder of this page has been intentionally left blank)
199OUR PROMOTERS AND PROMOTER GROUP
OUR PROMOTER
As on the date of this Red Herring Prospectus, the Promoters of our Company are H N Devakumar, Anil K N, Dharanendra H
Gouda, B H Devasinghnaik and Ramalingam Venkataramana.
As on the date of this Red Herring Prospectus, Promoters holds Equity shares of the Company as detailed below:
Sr. No. Name of the Promoters No. of Equity Shares Percentage of Pre- Issue Capital (%)*
1. H N Devakumar 19,27,632 23.999%
2. Anil K N 19,27,632 23.999%
3. Dharanendra H Gouda 3,21,272 3.999%
4. B H Devasinghnaik 19,27,632 23.999%
5. Ramalingam Venkataramana 19,27,632 23.999%
Total 80,31,800 99.997%
*Round off
Our Promoter and Promoter Group will continue to hold the majority of our post- Issue paid-up Equity Share capital of our
Company.
H N DEVAKUMAR
For brief profile, please refer the chapter “Our Management” on page no 184
PAN ADPPD8509F
Age 61
Date of Birth 16.08.1964
Current Designation Chairman and Managing Director
Occupation Business
Present Residential Sri Nidhi Eshwar Nagar 2nd Stage 4th Cross Near Ayyappaswamy
Address Temple, Ranibennur, Ranebennur, Haveri, Karnatka - 581115
Qualification Bachelor of science, Agriculture
Experience More than 10 Years in Agriculture and Seed Industry
Position held in the past Managing Director
Directorship held NIL
Other Ventures Sole Proprietorship – Unison Agri Services
HUF- H N Devakumar HUF
Anil K N
For brief profile, please refer the chapter “Our Management” on page no 184
PAN ACEPN6805A
Age 59 Years
Date of Birth 07.02.1966
Current Designation Whole-Time Director
Occupation Business
Present Residential 410, 9th Cross, R H C S Layout Near Annapoorneshwari Temple,
Address Annapoorneshwari Nagar, Bangalore, North Bangalore, Karnatka-
560091
Qualification Master of science, Agriculture
Experience More than 30 Years in Agriculture and Seed Industry
Position held in the past Director
Directorship held NIL
Other Ventures NIL
200DHARANENDRA H GOUDA
For brief profile, please refer the chapter “Our Management” on page no 184
PAN AGNPG1842M
Age 52 Years
Date of Birth 01.02.1973
Current Designation Whole-Time Director
Occupation Business
Present Residential # 278, Gowri Sadana 1st Main, 3rd Cross Umashankara Nagar
Address Ranebennur Town Ranebennur, Haveri, Karnatka - 581115
Qualification Diploma in Automobile Engineering
Experience More than 10 Years in Agriculture and Seed Industry
Position held in the past Director
Directorship held NIL
Other Ventures NIL
B H DEVASINGHNAIK
For brief profile, please refer the chapter “Our Management” on page no 184
PAN 59 Years
Age ATMPD9178M
Date of Birth 02.04.1966
Current Designation Chief Executive Officer
Occupation Business
Present Residential Shree Anagha B K Road Vijayanagara 2nd Main 2nd stage, Sagar.
Address Sagar, Shivamogga, Karnatka - 577401
Qualification Bachelor of Science, Agriculture
Experience More than 15 years in Agriculture and Seed Industry
Position held in the past Director
Directorship held NIL
Other Ventures NIL
RAMALINGAM VENKATARAMANA
For brief profile, please refer the chapter “Our Management” on page no. 184
PAN ACBPV9961C
Age 58 Years
Date of Birth 17.01.1967
Current Designation Chief Financial Officer
Occupation Business
Present Residential # 3A/31, Navarathna Residency 4th Main Road, KHB Colony 1st
Address Stage, Basaveshwarnagar, Basaveshwarnagar, BangaloreNorth,
Bangalore, Karnataka - 560079
Qualification Master of science, Agriculture
Experience More than 30 years in Agriculture and Seed Industry
Position held in the past Director
Directorship held NIL
Other Ventures NIL
DETAILS OF CHANGE IN CONTROL OF THE PROMOTER COMPANY
There has not been any change in the control of our Company in the five years immediately preceding the date of this Red Herring
Prospectus.
201DECLARATION
We confirm that the Permanent Account Number, Bank Account Number(s), Passport Number, Aadhaar card Number and Driving
License Number of the Individual Promoters which are available shall be submitted to exchange at the time of filing of this Red
Herring Prospectus with them.
INTEREST OF OUR PROMOTERS
Our Promoters do not have any interest in our Company except to the extent of compensation payable/ paid and reimbursement
of expenses (if applicable), other perquisite such as cars given for personal use and to the extent of any equity shares held by
them or their relatives and associates or held by the companies, firms and trusts in which they are interested as director, member,
partner, and/ or trustee, and to the extent of benefits arising out of such shareholding. Further, our promoters have also given
personal guarantee for the borrowings availed by our Company. For further details please see the chapters titled “Capital
Structure”, “Our Management” and “Restated Financial Statements” beginning on pages 71, 184 and 209 respectively of this
Red Herring Prospectus.
Except procurement of seed agreement with Unison Agri Services (Proprietor of H N Devakumar) on 24.03.2025 there, we have
not entered into any contract, agreements or arrangements in which our Promoters are directly or indirectly interested and no
payments have been made to them in respect of the contracts, agreements or arrangements which are proposed to be made with
them including the properties purchased by our Company and development rights entered into by our Company other than in the
normal course of business. For further details, please see chapter titled “Restated Financial Statements” beginning on page 209
respectively of this Red Herring Prospectus.
Interest of Promoter in the Promotion of our Company
Our Company is currently promoted by the Promoters in order to carry on its present business. Our Promoters are interested in
our Company to the extent of their shareholding and directorship in our Company and the dividend declared, if any, by our
Company. Our Promoters 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 the said
Equity Shares in our Company. For details regarding the shareholding of our Promoters in our Company, see the chapter titled
“Capital Structure” on page 71 of this Red Herring Prospectus.
Interest of Promoter in the Property of our Company
Except as stated in the heading titled “Our Property” under the chapter titled “Business Overview” and “Restated Financial
Statements” beginning on page 119 and 209 respectively, our Promoters have confirmed that they do not have any interest in
any property acquired by our Company within three years preceding the date of this Red Herring Prospectus or proposed to be
acquired by our Company or in any transaction with respect to the acquisition of land, construction of building or supply of
machinery or any other contract, agreement or arrangement entered into by our Company and no payments have been made or
are proposed to be made in respect of these contracts, agreements or arrangements as on the date of this Red Herring Prospectus.
Other Interest of Promoters
Our Promoters are not interested as member of a firm or company, and no sum has been paid or agreed to be paid to them or to
such firm or company in cash or shares or otherwise by any person either to induce such person to become, or qualify them as a
director, or otherwise for services rendered by them or by such firm or company in connection with the promotion or formation
of our Company. Except as disclosed under “Restated Financial Statements” beginning on page 209 of this Red Herring
Prospectus, there are no conflict of interest between the suppliers, third-party service providers and between the lessor of the
immovable properties (crucial for operations of the company) and Promoters and Promoter Group of our company.
Undertaking/ Confirmations
None of our Promoter or Promoter Group or Group Company or person in control of our Company has been:
• Prohibited or debarred from accessing or operating in the capital market or restrained from buying, selling, or dealing in
securities under any order or direction passed by SEBI or any other authority or
• Refused listing of any of the securities issued by such entity by any stock exchange, in India or abroad.
• No material regulatory or disciplinary action is taken by any by a stock exchange or regulatory authority in the past one year
in respect of our Promoter, Group Company and Company promoted by the promoter of our company.
• There are no defaults in respect of payment of interest and principal to the debenture/ bond/ fixed deposit holders, banks, FIs
by our Company, our Promoter, Group Company, and Company promoted by the promoter during the past three years.
202• The litigation record, the nature of litigation, and status of litigation of our Company, Promoter, Group company and
Company promoted by the Promoter are disclosed in section titled “Outstanding Litigations and Material Developments”
on page no. 283 of this Red Herring Prospectus.
• None of our Promoter, person in control of our Company is or have ever been a promoter, director, or person in control of
any other company which is debarred from accessing the capital markets under any order or direction passed by the SEBI
or any other authority.
• Further, neither our Promoter, the promoter group members nor our Group Company have been declared as a wilful
defaulter by the RBI or any other government authority nor there are any violations of securities laws committed by them
in the past and no proceedings for violation of securities laws are pending against them.
CHANGE IN THE MANAGEMENT AND CONTROL OF OUR COMPANY
There has been no change in the control of our Company since the date of incorporation this Red Herring Prospectus, except of
Anil K. N as disclosed in the chapter titled “Capital Structure” of this Red Herring Prospectus on page no 71 70. Our current
promoters have been the Promoter of the Company since Incorporation, except of Anil K. N. and having a combined experience
of more than 50 years in the same business line.
INTEREST AS PROMOTER OF OUR COMPANY
Our Promoters are interested in our Company to the extent it has promoted our Company. For details of the shareholding of our
Promoters in our Company, please refer to the chapter titled “Capital Structure”, and “Restated Financial Statements- Related
Party Transactions” on page no. 71 and 209 respectively of this Red Herring Prospectus.
INTEREST OF PROMOTERS IN OUR COMPANY OTHER THAN AS A PROMOTER
Our Promoter is also interested in our Company in the capacity of Director, please refer to the chapter titled “Capital Structure”,
and “Restated Financial Statements- Related Party Transactions” on page no. 71 and 209 respectively of this Red Herring
Prospectus.
INTEREST AS A CREDITOR OF OUR COMPANY
Our Company has not availed any loans from the Promoters of our Company as on the date of this Red Herring Prospectus except
disclosed in its Restated financial statement please refer to ‘Details of Related Party Transactions’ under the chapter titled
‘Restated Financial Statements’ on page no 209 of this Red Herring Prospectus.
INTEREST AS MEMBERS OF OUR COMPANY
Our Promoters are interested to the extent of their shareholding, the dividend declared in relation to such shareholding, if any, by
our Company. For further details, please refer chapter titled “Capital Structure” on page no. 71 of this Red Herring Prospectus.
Our Company has neither made any payments in cash or otherwise to our Promoters or to firms or companies in which our
Promoters is interested as Members, Directors or Promoters nor have our Promoters been offered any inducements to become
Directors or otherwise to become interested in any firm or company, in connection with the promotion or formation of our
Company otherwise than as stated ‘Details of Related Party Transaction’ under chapter titled ‘Restated Financial Statements’
on page no. 209 of this Red Herring Prospectus and “ Our Group Company” on page no. 314 of this Red Herring Prospectus.
OTHER VENTURES OF OUR PROMOTERS OF OUR COMPANY
Except as disclosed in the chapter titled “Our Promoters and Promoter Group” and “Our Group Company” on page no. 200
and 314 respectively of this Red Herring Prospectus, there are no other ventures of our Promoters in which they have any other
business interests and/ or other interests.
PAYMENT OR BENEFIT TO PROMOTERS OF OUR COMPANY
Except as disclosed under “Statement of Related Party Transactions”, in the section titled “Restated Financial Statements” on
page no. 209 of this Red Herring Prospectus, there has been no Payment or benefit to promoters during the two (2) years preceding
the date of filing of this Red Herring Prospectus, nor is there any intention to pay or give any benefit to our Promoters as on the
date of this Red Herring Prospectus.
RELATED PARTY TRANSACTIONS
For details of related party transactions entered into by our Promoters, members of our Promoter Group and our Company, please
refer to ‘Details of Related Party Transactions’ under the chapter titled ‘Restated Financial Statements’ on page no 209 of this
Red Herring Prospectus.
203GUARANTEES
Except as stated below, there are no material guarantees given by the Promoters to third parties with respect to specified securities
of the Company as on the date of this Red Herring Prospectus.
Secured Borrowings
(Amount in lakhs)
O/s
Category Rate of
Sr. Name of Sanctioned Amount Date of Monthly
of Purpose Interest Name of Guarantor
No. Lender Amount as on Sanction Instalments
borrowing (%)
31.07.2025
1.Anil K N
2.Venkataramana
Federal Working March 28,
1 Cash Credit 900.00 882.33 - 9.25% Ramalingam
Bank Capital 2025
3.Dharanendra H Gouda
4.B H Devasinghnaik
1.Anil K N
2.Venkataramana
Term Loan Federal March 28,
2 CAPEX 283.43 271.07 5.14 9.25% Ramalingam
1 Bank 2025
3.Dharanendra H Gouda
4.B H Devasinghnaik
1.Anil K N
2.Venkataramana
Term Loan Federal March 28,
3 CAPEX 297.00 207.92 4.82 9.25% Ramalingam
2 Bank 2025
3.Dharanendra H Gouda
4.B H Devasinghnaik
Overdraft
1.Anil K N
(with Federal Working June 30,
4 500.00 489.58 10.42 11.00% 2.Dharanendra H Gouda
diminishing Bank Capital 2025
3.B H Devasinghnaik
DP)
Vehicle ICICI November
5 Vehicle 10.00 0.99 0.20 7.90% H N Devakumar
Loan Bank 30, 2020
Vehicle ICICI December
6 Vehicle 9.49 0.94 0.19 7.90% H N Devakumar
Loan Bank 07, 2020
Vehicle ICICI September H N Devakumar
7 Vehicle 7.85 2.12 0.16 8.00%
Loan Bank 13, 2021
Vehicle ICICI October H N Devakumar
8 Vehicle 24.76 7.15 0.50 7.90%
Loan Bank 04, 2021
TOTAL 2,032.53 1,862.1 - - -
Unsecured Borrowings
(Amount in lakhs)
O/s
Category Amount Rate of
Sr. Name of Sanctioned Date of Monthly
of Purpose as on Interest Name of Guarantor
No. Lender Amount Sanction Instalments
borrowing September (%)
16, 2025
Cholamandalam
1. B H
Unsecured Investment and Working September
1 35.76 35.76 1,77,666 17.00% Devasinghnaik
Loan Finance Capital 01. 2025
2. H N Devakumar
Company
204O/s
Category Amount Rate of
Sr. Name of Sanctioned Date of Monthly
of Purpose as on Interest Name of Guarantor
No. Lender Amount Sanction Instalments
borrowing September (%)
16, 2025
Unsecured Kotak Working 1.Dharanendra H
August
2 Loan Mahindra Bank Capital 49.50 49.50 1,74,027 16.00% Gouda
30, 2025
Limited 2. Anil K N
Unsecured Working 1.Dharanendra H
Loan SMFG India Capital August Gouda
3 50.00 50.00 1,76,855 16.00%
Credit Co Ltd 24, 2025 2. B H
Devasinghnaik
Unsecured Working 1. B H
TATA Capital September
4 Loan Capital 50.00 50.00 1,78,264 17.00% Devasinghnaik
Limited 04, 2025
2. Anil K N
TOTAL 185.26 185.26
COMPANIES WITH WHICH OUR PROMOTERS HAVE DISASSOCIATED IN THE PRECEDING THREE YEARS
Our Promoters have not disassociated themselves from any companies, firms or entities during the last three years preceding the
date of this Red Herring Prospectus.
LITIGATION DETAILS PERTAINING TO OUR PROMOTER
For details on litigations and disputes pending against the Promoter and defaults made by the Promoter please refer to the section
titled “Outstanding Litigations and Material Developments” on page no. 283 of this Red Herring Prospectus.
OUR PROMOTER GROUP
In addition to the Promoter named above, the following natural persons are part of our Promoter Group: -
A. Natural Persons who are part of the Promoter Group
As per Regulation 2(1) (pp) of the SEBI ICDR Regulations, 2018, the Natural persons who are part of the Promoter Group (due
to their relationship with the Promoter), other than the Promoter, are as follows:
Promoter Name H N Devakumar
Relationship with Promoter Name of Relatives
Father Late Nagappa Honnebagi
Mother Yashodamma Nagappa Honnebagi
Spouse Shobha Devakumar
Brother H N Prabhakara
Brother H N Shashidhara Swamy
Sister Manjula
Son (Minor) Samarth D H
Daughter Nidhi D H
Spouse's Father Halappa M Mahadevappa
Spouse's Mother Late Gowramma H
Spouse's Brother Dharanendra H Gouda
Promoter Name Anil K N
Relationship with Promoter Name of Relatives
Father Karalamangala Subbaiah Narasimhamurthy
Mother Late Uma Narasimhamurthy
Spouse Anita Anil
Brother Vijay K Narasimhamurthy
Brother Vikaram K Narasimhamurthy
205Sister Mamatha Sriram
Son NA
Daughter Vishaka A
Spouse's Father Late Laxmi Narayana Rama Hegde
Spouse's Mother Late Anasuya Hegde
Spouse's Brother Rajesh Hegde
Spouse's Sister Rupa R Sabhahit
Promoter Name Dharanendra H Gouda
Relationship with Promoter Name of Relatives
Father Halappa M Mahadevappa
Mother Late Gowramma H
Spouse Rupa Dharanendra Gouda
Sister Shobha Devakumar
Son Nikhil D Gouda
Spouse's Father Malleshappa K H
Spouse's Mother Sharadamma
Spouse's Sister Kavitha K M
Spouse's Sister K M Shilpa
Spouse's Sister Rekha K M
Spouse's Sister K M Ambika
Spouse's Sister Savitha K M
Promoter Name B H Devasinghnaik
Relationship with Promoter Name of Relatives
Father Late Hemlanaik
Mother Late Thimmi Bai
Spouse Jayalakshmi G
Brother Kumar Naik
Sister Shakunthala Bai
Sister Lalitha
Sister Shantha bai
Sister B H Malathi
Daughter Sindhu D Singh
Daughter Pavana D Singh
Spouse's Father Gopya Naik
Spouse’s Mother Late Rathna Bayi S T
Spouse's Brother Srinivasa
Spouse's Sister Leela G
Spouse's Sister Padmavathi G
Spouse's Sister G Pushpa
Spouse's Sister U Shakunthala
Spouse's Sister G Manjula
Promoter Name Ramalingam Venkataramana
Relationship with Promoter Name of Relatives
Father Late Subramania Iyer Ramalingam
Mother Late Sampoornam Ramalingam
Spouse V Meenakumari
Brother Ramalingam Nagarajan
Sister Usha Sali
Sister Late Malathi Ramani
Son Adarsh V Ramanan
Daughter Apoorva V Ramanan
Spouse's Father Late Viswanatha Pushpam Iyer
Spouse's Mother Bakiya Lakshmi P
Spouse's Brother Rajasekaran Pushpam
206Spouse's Brother P Hariharan
B. Entities forming part of Promoter Group:
As per Regulation 2(1)(pp)(iv) of the SEBI ICDR Regulations, 2018, the following Companies/ Trusts/ Partnership firms/ HUFs
or Sole Proprietorships are forming part of our Promoter Group.
Sr. No. Name of the Companies Type of Entity
1. Unison Agri Services Sole Proprietorship Firm of H N Devakumar
2. H N Devakumar HUF H N Devakumar-Karta
3. Vmage Texpark Private Limited A Private Limited company in which promoter group individuals
(Shobha Devakumar and Rupa Dharanendra Gouda) holding more
than 20%
4. Paalvi Varieties Proprietorship Firm of Dharanendra H Gouda
C. Other Persons forming part of Promoter Group
Except as mentioned above there are no other persons forming a part of the Promoter Group.
DECLARATION:
No promoters have disassociated themselves from any of the companies or firms during the preceding three years.
SIMILAR BUSINESS WITH WHICH PROMOTERS ARE ASSOCIATED
Except Unison Agri Services (Sole Proprietorship Firm of H N Devakumar) none of our Promoters are associated or have any
interest in the similar line of business as that of our Company.
(The remainder of this page has been intentionally left blank)
207DIVIDEND POLICY
The declaration and payment of dividends, if any, will be recommended by our Board of Directors and approved by our
shareholders at their discretion, subject to the provision of the Articles of Association and the Companies Act. The dividends, if
any, will depend on a number of factors, including but not limited to the earnings, capital requirements and overall financial
position of our Company.
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 that we may enter into from time to time.
The dividend distribution policy of our Company was adopted and approved by our Board in their meeting held on 03.03.2025.
Our Board may also, from time to time, pay interim dividends. The Board shall, inter alia, consider certain financial, internal and
external parameters before declaring dividend including level of debt, capital expenditure requirement, working capital
requirement and profit earned during the year. Our Company may also, from time to time, pay interim dividends. The objective of
the dividend policy is rewarding its Shareholders and retaining capital for growth and ensuring fairness, sustainability, and
consistency in distributing profits to Shareholders. For details in relation to risks involved in this regard, see “Risk Factor” on
page no 28 of this Red Herring Prospectus.
The details of the dividend paid by our Company on the Equity Shares during below mentioned period are given below:
March 31, March 31, March 31, March 31,
Particular
2024 2023 2022 2021
Number of Equity Shares at year/ period ended 40,16,000 40,16,000 25,10,000 25,10,000
Face value per equity shares (in ₹) 10/- 10/- 10/- 10/-
Dividend Paid (in ₹) 1,30,00,000/- 1,50,00,000/- - 70,00,000/-
Dividend per Equity Share (in ₹) 3.24/- 3.74/- - 2.78/-
Mode of payment of dividend Cash/ Bank Cash/ Bank - Cash/ Bank
Note: The dividend paid by the company is certified by M/s. S K S V M & Co, Chartered Accountant vide their certificate dated
16/09/2025 bearing UDIN: 25232286BMJOYR7145.
In addition, our ability to pay dividends may be impacted by a number of factors, including restrictive covenants under the loan or
financing arrangements our Company is currently availing of or may enter into to finance our fund requirements for our business
activities. For further details, please see the section entitled “Restated Financial Statements” on page no 209 of this Red Herring
Prospectus.
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208SECTION VI – FINANCIAL INFORMATION
RESTATED FINANCIALS STATEMENT
Independent Auditor’s Examination Report on Restated Financial Information
Unisem Agritech Limited
To,
Unisem Agritech Limited
Board of Directors,
RS No. 11B/2A/4, Magoda Village,
Near KSRTC Bus Depot, Ranebennur,
Haveri, Karnataka, India, 581115
Dear sir,
1. We have examined the attached Restated Financial Statement of Unisem Agritech Limited (the “Company’’) comprising
the Statement of Assets & Liabilities, As Restated of stub period ended on September 30, 2025, March 31, 2025, March
31, 2024, March 31, 2023, and the related Restated Statement of Profit & Loss and Restated Statement of Cash Flow for
the stub period ended on September 30, 2025 and year ended on March 31, 2025, March 31, 2024, March 31, 2023, the
Summary Statement of Significant Accounting Policies, and other explanatory information (collectively the ”Restated
Summary Statements” or “Restated Financial Statements”). These Restated Summary Statements have been prepared
by the Company and approved by the Board of Directors of the Company in connection with the SME Initial Public
Offering of Equity Shares (IPO).
2. These Restated Summary Statements have been prepared in accordance with the requirements of:
(i) Section 26 of Part I of Chapter-III to the Companies Act, 2013(“Act”) read with Companies (Prospectus and
Allotment of Securities) Rules 2014;
(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018
(“ICDR Regulations”) issued by the Securities and Exchange Board of India (“SEBI”) in pursuance to Section
11 of the Securities and Exchange Board of India Act, 1992 and related amendments / clarifications from time
to time; and
(iii) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).
3. The Company’s Board of Directors is responsible for the preparation of the Restated Financial Information for the purpose
of inclusion in the Offer Document to be filed with SME Platform of the relevant stock exchanges, Securities and
Exchange Board of India, the Registrar of Companies, Hyderabad and in connection with the proposed IPO. The Restated
Financial Information have been prepared by the management of the Company on the basis of preparation stated in
Annexure IV to the Restated Financial Information. The Board of Directors’ responsibility includes designing,
implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated
Financial Information. The Board of Directors are also responsible for identifying and ensuring that the Company
complies with the Act, ICDR Regulations and the Guidance Note.
4. We have examined such Restated Financial Statement taking into consideration:
a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement
letter in connection with the proposed IPO of equity shares of the Issuer;
b) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the
ICAI;
c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting
the Restated Financial Statement; and
209d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you
in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance
Note in connection with the IPO.
5. This Restated Financial Statement of the Company have been compiled by the management from the Audited Financial
Statements of the Company for the financial stub period ended on September 30, 2025 and year ended on March 31,
2025, March 31, 2024, March 31, 2023, prepared in accordance with the accounting standards notified under Section 133
of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended, and other accounting principles
generally accepted in India. The same has been approved by the Board of Directors at their meeting held on September
16,2025.
6. For the purpose of our examination, we have relied on:
Auditor’s report issued by Company’s previous auditor Channabasavanna & Co. dated, September 25, 2023 and
September 21, 2024 for the year ended March 31, 2023 and March 31, 2024 respectively and accordingly reliance has
been placed on financial information examined by them for the said years. The financial report included for these years
is based solely on the report submitted by them.
7. In accordance with the requirements of Part I of Chapter III of Act including rules made therein, ICDR Regulations,
Guidance Note and Engagement Letter, we report that:
(i) The “Statement of Assets & Liabilities, As Restated” as set out in Annexure A to this report, of the Company
for stub period ended on September 30, 2025 and year ended March 31, 2025, March 31, 2024, March 31, 2023,
are prepared by the Company and approved by the Board of Directors. This Statement of Assets and Liabilities,
as restated have been arrived at after making such adjustments and regroupings to the individual financial
statements of the Company, as in our opinion were appropriate.
(ii) The “Statement of Profit & Loss, As Restated” as set out in Annexure B to this report, of the Company for
the stub period ended on September 30, 2025 and year ended March 31, 2025, March 31, 2024, March 31, 2023,
are prepared by the Company and approved by the Board of Directors. This Statement of Profit and Loss, as
restated have been arrived at after making such adjustments and regroupings to the individual financial
statements of the Company, as in our opinion were appropriate.
(iii) The “Statement of Cash Flow, As Restated” as set out in Annexure C to this report, of the Company for the
stub period ended on September 30, 2025 and year ended March 31, 2025, March 31, 2024, March 31, 2023, are
prepared by the Company and approved by the Board of Directors. This Statement of Cash Flow, as restated
have been arrived at after making such adjustments and regroupings to the individual financial statements of the
Company, as in our opinion were appropriate.
8. Based on our examination and according to the information and explanations given to us we are of the opinion that the
Restated Financial Statements of the Company have been made after incorporating
a) Adjustments for the changes in accounting policies, material errors and regrouping/ reclassifications retrospectively
in respective financial stub period ended on September 30, 2025 and year ended March 31, 2025, March 31, 2024,
March 31, 2023, to reflect the same accounting treatment as per the accounting policies and grouping/classifications,
to the extent applicable followed as at and for the period ended.
b) Adjustments for prior period and other material amounts in the respective financial years/period to which they relate,
if any and there are no qualifications which require adjustments.
c) There are no exceptional and extra-ordinary items that need to be disclosed separately in the accounts and
qualifications requiring adjustments.
d) There were no qualifications in the Audit Reports issued by the Statutory Auditors for the financial stub period ended
on September 30, 2025 and year ended on March 31, 2025, March 31, 2024, March 31, 2023, which would require
adjustments in this Restated Financial Statements of the Company.
210e) These Profits and Losses have been arrived at after charging all expenses including depreciation and after making
such adjustments/ restatements and regroupings as in our opinion are appropriate.
f) These Restated Financial Statements of the Company have been prepared in accordance with the Act, ICDR
Regulations and Guidance note.
9. In our opinion and to the best of information and explanation provided to us, the Restated Financial Statement of the
Company, read with significant accounting policies and notes to accounts as appearing in Annexure IV are prepared
after providing appropriate adjustments and regroupings as considered appropriate.
10. We, S K S V M & Co, Chartered Accountants have been subjected to the peer review process of the Institute of Chartered
Accountants of India (“ICAI”) and hold a valid peer review certificate issued by the “Peer Review Board” of the ICAI
which is valid till December 31, 2026.
11. The preparation and presentation of the Restated Financial Statements referred to above are based on the Audited financial
statements of the Company and are in accordance with the provisions of the Act and ICDR Regulations. The Financial
Statements and information referred to above is the responsibility of the management of the Company.
12. The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by
any other Firm of Chartered Accountants nor should this report be construed as a new opinion on any of the financial
statements referred to therein.
13. We have no responsibility to update our report for events and circumstances occurring after the date of the report. Our
report is intended solely for use of the management and for inclusion in the Offer Document in connection with the SME
IPO. Our report should not be used, referred to or adjusted for any other purpose except with our consent in writing.
For M/s S K S V M & Co
Chartered Accountants
FRN: 002045S
Sd/-
CA Shivakumara G V
Partner
Membership No. 232286
UDIN: 25232286BMJPBG1255
Date: 20.11.2025
Place: Bengaluru
211Unisem Agritech Limited
(Formerly known as Unisem Agritech Private Limited)
CIN: U01100KA2016PLC096390
ANNEXURE – I
STATEMENT OF ASSETS & LIABILITIES AS RESTATED
(Amount in Lakhs)
As at As at As at As at
Particulars Note
30.09.2025 31.03.2025 31.03.2024 31.03.2023
I EQUITY AND LIABILITIES
1. Shareholders’ funds
(a) Share Capital I.1 401.60 401.60 401.60 401.60
(b) Reserves and surplus I.2 907.63 558.05 130.65 45.33
(c) Money received against share warrants - - -
Sub Total Shareholder's Funds 1,309.23 959.65 532.25 446.93
2. Non-current liabilities
(a) Long-term borrowings I.3 909.92 305.73 162.57 50.41
(b) Net Deferred tax liabilities - - -
(d) Other Long-term liabilities I.4 251.09 225.99 194.35 187.01
(e) Long-term provisions I.5 115.13 99.31 81.81 73.61
Sub Total Non-Current Liabilities 1,276.14 631.03 438.73 311.03
3. Current liabilities
(a) Short-term borrowings I.6 1,634.34 884.45 448.75 531.05
(b) Trade payables I.7
i) Due to MSME 1,164.53 1,166.66 547.98 459.33
ii) Due to others 360.63 135.74 99.69 104.26
(c) Other current liabilities I.8 229.37 762.11 821.03 666.20
(d) Short-term provisions I.9 282.13 260.18 179.13 141.61
Sub Total Current Liabilities 3,671.00 3,209.14 2,096.57 1,902.45
TOTAL 6,256.33 4,799.81 3,067.53 2,660.40
II. ASSETS
1. Non-current assets
(a) Property Plant & Equipment and
I.10
Intangible Assets
(i) Property Plant & Equipment 742.73 351.62 143.54 111.32
(ii) Intangible Assets 8.95 10.31 - -
(iii) Capital work-in-progress - 256.90 164.82 11.22
(iv) Intangible assets under development - - - -
(b) Non-Current Investments I.11 - - - -
(c) Deferred Tax Assets (Net) I.12 55.99 48.70 42.28 37.02
(d) Long-term loans and advances - - - -
(e) Other Non-Current Assets I.13 8.86 14.70 13.02 12.49
Sub Total Non-Current Assets 820.44 682.24 363.65 172.05
2. Current assets
(a) Current Investments - - - -
(b) Inventories I.14 2,618.85 1,977.19 1,495.48 1,541.52
(c) Trade receivables I.15 2,362.87 1,300.94 884.01 738.90
(d) Cash and cash equivalents I.16 287.04 405.85 66.96 58.26
(e) Short-term loans and advances I.17 171.04 433.58 257.43 149.67
(f) Other Current Assets - - - -
Sub- Total Current Assets 5,439.80 4,117.56 2,703.88 2,488.35
TOTAL 6,256.33 4,799.81 3,067.53 2,660.40
212Note: The above statement should be read with the Significant Accounting Policies and Notes on Financial Statements appearing
in Annexure IV & V respectively.
As per our report of even date attached
For S K S V M & CO For and on the behalf of the Board of Directors of
Chartered Accountants Unisem Agritech Limited
Firm Registration No:
002045S
Sd/- Sd/- Sd/-
____________________ _________________________ _______ _______________
CA Shivakumara G V Dharanendra Halappa Gouda Venkataramana Ramalingam
Chartered Accountant Whole-Time Director Chief Financial Officer
M.No: 232286 DIN: 07602434 PAN: ACBPV9961C
UDIN: 25232286BMJPBG1255
Place: Bengaluru
Date: 20.11.2025
Sd/- Sd/-
_______ __________________ _____________________
Honnebagi Nagappa Devakumar Bobby Seth
Managing Director and Chairman Company Secretary &
Compliance officer
DIN: 07586484 PAN: EFHPS6148B
(The remainder of this page has been intentionally left blank)
213Unisem Agritech Limited
(Formerly known as Unisem Agritech Private Limited)
CIN: U01100KA2016PLC096390
ANNEXURE – II
STATEMENT OF PROFIT & LOSS AS RESTATED
(Amount in Lakhs)
For the For the year ended
period
Particulars Note ended
31.03.2025 31.03.2024 31.03.2023
30.09.202
5
I Revenue from operations II.1 5,133.79 6,907.75 6,113.88 4,691.15
II Other Income II.2 0.66 - 2.14 0.11
III Total Income (I+II) 5,134.45 6,907.75 6,116.02 4,691.26
Expenses:
(a) Cost of materials consumed II.3 2602.29 3,020.39 2,192.84 1,525.20
(b) Changes in inventories of finished goods and work-in- (588.39)
II.4 (455.78) 51.94 76.78
Progress
(c) Employee benefits expense II.5 567.70 1,026.57 1,083.70 859.99
(d) Finance costs II.6 83.22 71.12 72.39 73.15
(e) Depreciation and amortisation expense I.10 47.70 69.63 36.32 33.95
(f) Other expenses II.7 1,958.90 2,604.21 2,380.68 1,938.66
IV Total expenses 4,671.42 6,336.15 5,817.87 4,507.72
V Profit /(Loss) before tax and Exceptional Items (III-IV) 463.03 571.61 298.15 183.54
VI Exceptional Items - - - -
VII Profit /(Loss) before extraordinary items (V-VI) 463.03 571.61 298.15 183.54
VIII Extraordinary items - - - -
IX Profit /(Loss) before tax (VII-VIII) 463.03 571.61 298.15 183.54
X Tax expense: - -
(a) Current tax IX 120.74 150.63 88.08 55.33
(b) Deferred tax (7.28) (6.43) (5.26) (3.94)
Total Tax Expenses 113.45 144.20 82.83 51.39
Profit (Loss) for the period from continuing operations
XI 349.58 427.41 215.32 132.15
(IX-X)
XII Profit/(loss) from discontinuing operations - - - -
XII -
Tax expense of discontinuing operations - - -
I
XI Profit/(loss) from Discontinuing operations (after tax) -
- - -
V (XII-XIII)
XV Profit (Loss) after tax for the period (XI + XIV) 353.49 427.41 215.32 132.15
XVI Earnings per share (face value of ₹ 5/- each): II.8
(a) Basic (in ₹) 4.35 5.32 2.68 1.65
(b) Diluted (in ₹) 4.35 5.32 2.68 1.65
Note: The above statement should be read with the Significant Accounting Policies and Notes on Financial Statements Appearing
in Annexure IV & V respectively.
(The remainder of this page has been intentionally left blank, for signature please refer the below page)
214As per our report of even date attached
For S K S V M & CO For and on the behalf of the Board of Directors of
Chartered Accountants Unisem Agritech Limited
Firm Registration No:
002045S
Sd/- Sd/- Sd/-
____________________ _________________________ _______ _______________
CA Shivakumara G V Dharanendra Halappa Gouda Venkataramana Ramalingam
Chartered Accountant Whole-Time Director Chief Financial Officer
M.No: 232286 DIN: 07602434 PAN: ACBPV9961C
UDIN: 25232286BMJPBG1255
Place: Bengaluru
Date: 20.11.2025
Sd/- Sd/-
_______ __________________ _____________________
Honnebagi Nagappa Devakumar Bobby Seth
Managing Director and Chairman Company Secretary &
Compliance officer
DIN: 07586484 PAN: EFHPS6148B
(The remainder of this page has been intentionally left blank)
215Unisem Agritech Limited
(Formerly known as Unisem Agritech Private Limited)
CIN: U01100KA2016PLC096390
ANNEXURE – II
STATEMENT OF CASH FLOW AS RESTATED
(Amount in Lakhs)
For the period For the year Ended
Particulars
ended 30.09.2025 31.03.2025 31.03.2024 31.03.2023
A. CASH FLOW FROM OPERATING
ACTIVITIES
Net Profit before Extraordinary items 463.03 571.61 298.15 183.54
Adjustment For:
(a) Depreciation and Amortization 47.70 69.63 36.32 33.95
(b) Interest Charges 79.63 68.78 70.34 51.71
(c) (Gain)/Loss on Sale of Assets - - (2.01) -
Operating Profit before Working Capital Changes 590.35 710.01 402.79 269.20
Adjustment For:
(a) (Increase)/Decrease in Inventories (641.66) (481.71) 46.04 94.15
(b) (Increase)/Decrease in Trade Receivables (1,061.93) (416.93) (145.11) (120.82)
(c) (Increase)/Decrease in Loans & Advances 292.54 (68.15) (31.99) (1.50)
(d) Increase /(Decrease) in Trade Payables 222.76 654.74 84.08 (120.59)
(e) Increase/(Decrease) in Other current Liabilities (532.73) (58.92) 154.83 70.28
(f) Increase/(Decrease) in Short term provisions (98.79) (69.57) (50.57) (43.01)
(g) Increase/(Decrease) in Long term provisions 15.81 17.50 8.20 2.91
(h) Increase/(Decrease) in Other non-current 25.10 31.64 7.34 24.59
liabilities
(i) (Increase)/Decrease in Other non-current assets 5.84 (1.68) (0.53) -
CASH GENERATED FROM OPERATIONS (1,187.70) 316.92 475.08 175.20
Less: Direct Taxes paid (30.00) (108.00) (75.77) (53.57)
CASH FLOW BEFORE EXTRAORDINARY (1,212.70) 208.92 399.31 121.63
ITEMS
NET CASH USED IN/ GENERATED FROM
(1,212.70) 208.92 399.31 121.63
OPERATING ACTIVITIES (A)
B. CASH FLOW FROM INVESTING
ACTIVITIES
Fixed Assets Purchased (Net) (180.55) (380.10) (224.07) (16.08)
Fixed Assets Sold during the year (Net) - - 3.93 -
NET CASH USED IN/ GENERATED FROM
(180.55) (380.10) (220.12) (16.08)
INVESTING ACTIVITIES (B)
C. CASH FLOW FROM FINANCING
ACTIVITIES
Net Proceeds from Long Term Borrowings 604.19 143.15 112.16 (34.38)
Net Proceeds from Short Term Borrowings 749.88 435.70 (82.31) 173.76
Issue of Share Capital (Bonus Issue) - - - -
Dividend Paid - - (130.00) (150.00)
Interest Paid (79.63) (68.78) (70.34) (51.71)
NET CASH USED IN/ GENERATED FROM
1,274.44 510.07 (170.49) (62.33)
FINANCING ACTIVITIES (C)
NET INCREASE IN CASH & CASH
EQUIVALENTS (A)+(B)+ (C) (118.80) 338.89 8.70 43.22
Opening Balance – Cash & Cash Equivalent 405.85 66.96 58.26 15.04
Closing Balance – Cash & Cash Equivalent 287.04 405.85 66.96 58.26
216Note: The above statement should be read with the Significant Accounting Policies and Notes on Financial Statements appearing
in Annexure IV & V respectively.
As per our report of even date attached
For S K S V M & CO For and on the behalf of the Board of Directors of
Chartered Accountants Unisem Agritech Limited
Firm Registration No:
002045S
Sd/- Sd/- Sd/-
____________________ _________________________ _______ _______________
CA Shivakumara G V Dharanendra Halappa Gouda Venkataramana Ramalingam
Chartered Accountant Whole-Time Director Chief Financial Officer
M.No: 232286 DIN: 07602434 PAN: ACBPV9961C
UDIN: 25232286BMJPBG1255
Place: Bengaluru
Date: 20.11.2025
Sd/- Sd/-
_______ __________________ _____________________
Honnebagi Nagappa Devakumar Bobby Seth
Managing Director and Chairman Company Secretary &
Compliance officer
DIN: 07586484 PAN: EFHPS6148B
(The remainder of this page has been intentionally left blank)
217Unisem Agritech Limited
(Formerly known as Unisem Agritech Private Limited)
CIN: U01100KA2016PLC096390
ANNEXURE-IV
SIGNIFICANT ACCOUNTING POLICIES & NOTES TO ACCOUNTS
The Company
Unisem Agritech Limited was originally incorporated as Unisem Agritech Private Limited under the provisions of Companies
Act, 2013 with certificate of incorporation dated 09.09.2016 issued by Registrar of Companies (CIN: U011KA2016PTC096390).
Further, pursuant to Special Resolution passed by the shareholders at the Extra Ordinary General Meeting held on 11th February
2025, the Company was converted into a Public Limited Company and consequently the name of the Company was changed from
Unisem Agritech Private Limited to Unisem Agritech Limited vide a fresh Certificate of Incorporation dated 25.02.2025, issued
by the Registrar of Companies, CPC. The Corporate Identification Number of Company is U01100KA2016PLC096390.
Nature of Operations
The company is engaged in the manufacture and sale of vegetable and fruit seeds. It owns land and also leases land for sowing
and growing vegetable and fruit seeds. The company’s manufacturing operations are carried out in Ranebennur, Karnataka.
Additionally, the company has expanded its presence with offices in various states, including Telangana, Madhya Pradesh, Odisha,
Bihar, Chhattisgarh and Uttar Pradesh, as well as other locations within Karnataka. Apart from this, the company has over 800
distributors across India.
Basis of Preparation of Financial Statements
These Standalone financial statements as restated are prepared under the historical cost basis of accounting and evaluated on a
going concern basis, with revenues and expenses accounted for on their accrual to comply in all material aspects with the
applicable accounting principles and applicable Accounting Standards notified under section 133 of the Companies Act 2013,
read with Companies (Accounting Standards) Rules, as amended from time to time and the relevant provisions of the Companies
Act, 2013, as applicable. The accounting policies have been consistently applied by the Company; and the accounting policies not
referred to otherwise, are in conformity with Indian Generally Accepted Accounting Principles ('Indian GAAP'). The accounting
policies adopted in the preparation of standalone financial statements are consistent with those of previous year.
The Standalone Financial Statements for the year ended 31st March, 2025, 2024 and 2023 have been prepared in accordance with
Schedule III of the Companies Act, 2013. For the purpose of inclusion in the offer document, audited standalone financial
statements are prepared in accordance with Schedule III of the Companies Act, 2013. The adoption of Schedule III of the
Companies Act, 2013 do not impact recognition and measurement principles followed for preparation of financial statements.
Use of estimates
The preparation of standalone financial statements requires estimates and assumptions to be made that affect the reported balances
of assets as on the date of the standalone financial statements and the reported amount of revenues and expenses during the
reporting period. Accounting estimates could change from period to period. Actual results could differ from these estimates.
Appropriate changes in estimates are made as and when the Management becomes aware of the changes in the circumstances
surrounding the estimates. Changes in estimates, if any, are reflected in the financial statements in the period in which the changes
are made and if material, their effects are disclosed in the notes to the standalone financial statements.
These financial statements are presented in Indian Rupees (INR) which is the functional and presentation currency. All amounts
disclosed in the Restated financial statements and notes have been rounded off to the nearest lakhs as per the requirement of
Schedule III, unless otherwise stated.
The following significant accounting policies are adopted in the preparation and presentation of these standalone financial
statements:
1. Revenue Recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the company and the revenue can
be reliably measured.
Sale of Goods: Sales are recognized on transfer of significant risks and rewards of ownership to the buyer, which generally
coincides with delivery to the customers and no significant uncertainty exists regarding the amount of consideration that will be
derived from the sale of goods and it is not unreasonable to expect ultimate collection.
218Other Income:Revenue in respect of interest, R&D income and other claims is recognised only when it is reasonably certain that
the ultimate collection will be made.
2. a) Property, Plant & Equipment (PPE)
An item of Property, Plant & Equipment is recognized as an asset if it is probable that future economic benefits associated with
the item will flow to the company and its cost can be measured reliably. PPE are stated at cost of acquisition including incidental
expenses relating to acquisition and installation and net of input tax credits, less accumulated depreciation and impairment loss,
if any. Cost includes all expenses incurred to bring the asset to its working condition and current location for its intended use.
Borrowing cost incurred, if any, during the period of construction is capitalized as part of cost of qualifying asset.
b) Capital Work-In-Progress
Capital work-in-progress represented the cost of assets that were under construction and not yet ready for their intended use. The
Company was constructing a processing plant located at Plant R S No. 11B, Near Bhavani Rice Mill, Magoad Road, Ranebennur
– 581115, which has now been completed has been capitalised under Property, Plant and Equipment..
c) Impairment of Assets
The carrying amounts of assets are reviewed at each Balance Sheet date if there is any indication of impairment based on internal/
external factors. An asset is impaired when the carrying amount of the asset exceeds the recoverable amount. An impairment loss
is charged to the Statement of Profit and Loss in the year in which an asset is identified as impaired. An impairment loss recognized
in prior accounting periods is reversed if there has been change in the estimate of the recoverable amount.
3. Depreciation
Depreciation on fixed assets is provided on Written Down Value Method (WDV) at the rates arrived at on the basis of useful life/
remaining useful life and in the manner as prescribed in, Part C, Schedule II of the Companies Act, 2013.
Type of Asset Useful Life as per Schedule II Rates as per Schedule II
Building 30 Years 9.50%
Plant and Machinery 15 Years 18.10%
Electrical Fittings 10 Years 25.89%
Vehicles 8 Years 31.23%
Furniture & Fixtures 10 Years 25.89%
Air Conditioners/ Coolers 10 Years 25.89%
Intangible Assets 10 Years 25.89%
Computers, Desktops, Laptops 3 Years 63.16%
4. Inventories
Inventories of Raw Materials are stated at cost, Semi-Finished Goods and Finished Goods are stated at cost or net realizable value,
whichever is lower. Cost comprises all cost of purchase, cost of conversion and other costs which are being incurred in bringing
the inventories to their present location and condition. Cost formula used is 'FIFO Basis'.
5. Retirement Benefits & Other Employee benefits
Defined-contribution plans:
Defined contribution to provident fund (PF) & employee state insurance (ESI) is charged to the profit and loss account on accrual
basis.
Defined-benefit plans:
Provision for gratuity liability is provided based on actuarial valuation made covering all the period.
The company is not required to provide for leave encashment as generally, the employees have utilized their respective leave
entitlements. Any unutilized leave balance gets lapsed after the year end, as per policy of the company.
Bonus expenditure is charged to profit and loss account on accrual basis.
6. Lease accounting
Operating Leases:
Assets acquired on lease where a significant portion of the risks and rewards of ownership are retained by the lessor are classified
as operating lease. Lease rentals on assets taken on operating lease are recognized as an expense in the statement of profit and
loss. Initial direct cost in respect of the lease acquired are expensed out in the year in which such costs are incurred.
2197. Borrowing Costs
Borrowing costs that are directly attributable to the acquisition or construction of a qualifying asset are capitalized as part of the
cost of that asset till such time the asset is ready for its intended use. A qualifying asset is an asset that necessarily takes a
substantial period of time to get ready for its intended use. Costs incurred in raising funds are amortized equally over the period
for which the funds are acquired. All other borrowing costs are charged to profit and loss account.
8. Taxes on Income
Tax expenses comprise Current Tax and deferred tax charge or credit.
Current tax - Provision for current tax is made based on tax liability computed after considering tax allowances and exemptions,
in accordance with the provisions of The Income Tax Act, 1961.
Deferred tax –
Presentation is on net basis in balance sheet; if same governing laws exists.
Deferred tax assets and liability is recognized, on timing differences, being the differences between taxable income and accounting
income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax assets arising
mainly on account of brought forward losses, unabsorbed depreciation and minimum alternate tax under tax laws, are recognized,
only if there is a virtual certainty of its realization, supported by convincing evidence. At each Balance Sheet date, the carrying
amount of deferred tax assets are reviewed to reassure realization. The deferred tax asset and deferred tax liability is calculated
by applying tax rate and tax laws that have been enacted or substantively enacted by the Balance Sheet date.
9. Earnings per share:
Basic earnings/(loss) per share are calculated by dividing the net profit/ (loss) for the period attributable to equity shareholders by
the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares
outstanding during the period are adjusted for any bonus shares issued during the year
10. Provisions, Contingent liabilities and Contingent Assets
A provision is recognized when the company has a present obligation as a result of past events and it is probable that an outflow
of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not
discounted to their present value and are determined based on best estimates required to settle the obligation at the balance sheet
date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.
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
recognized 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 recognized because it cannot be measured reliably. The
company does not recognize a contingent liability but discloses its existence in the standalone financial statements.
Contingent liabilities are disclosed by way of notes to the accounts.
Income tax demand under dispute: - The Company has received certain demands from the Income Tax Department under
section 154 of the Income tax Act, 1961. These demands have been disputed by the Company and are currently pending. Based
on legal advice and the merits of the cases, the management believes that the demands are not sustainable and accordingly no
provision has been made in the books of account.
Nature of demand Assessment Year Amount
Sec 154 2020-21 8,41,930
Sec 154 2021-22 10,65,200
Contingent assets are not recognized.
11. Cash & Cash Equivalents and Cash Flow Statement
Cash and cash equivalents in the cash flow statement comprise cash at bank & cash on hand.
Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of 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. Cash flows from operating, investing and financing activities of the Company are
segregated, accordingly.
22012. Segment Reporting
In accordance with Accounting Standard-17 issued by The Institute of Chartered Accountants of India, the Company has identified
its business segment as "Manufacture and sale of Vegetable and Fruit seeds.". There are no other primary reportable segments.
The major and material activities of the company are restricted to only one geographical segment i.e. India, hence the secondary
segment disclosures are also not applicable.
13. Foreign currency Transactions
Transactions in foreign currency are recorded at the rates of exchange in force at the time the transactions are affected. At the
year-end, monetary items denominated in foreign currency and forward exchange contracts are reported using closing rates of
exchange. Exchange difference arising thereon and on realization/ payment of foreign exchange are accounted, in the relevant
year, as income or expense.
14. Investments
Current Investments: These are carried at lower of cost and fair value, computed category-wise. Investments that are readily
realizable and intended to be held for not more than 12 months from the date of acquisition are classified as current Investment.
Non-Current Investments: These are stated at Cost. Provision for diminution in the value of Non-Current Investments is made
only if such a decline is other than temporary.
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221NOTES TO ACCOUNTS
Annexure - I.1
Restated Statement of Share Capital
(Amount in Lacs)
As at As at As At As At
Particulars
30.09.2025 31.03.2025 31.03.2024 31.03.2023
Authorised Capital
No. of Equity Shares of ₹ 5/- each (₹ 10/- each as on
31.03.2024 and on 31.03.2023) 2,40,00,000 2,40,00,000 50,00,000 50,00,000
Authorised Equity Share Capital (Amount. Rs. in Lakhs)
(Refer Note 4 below) 1,200.00 1,200.00 500.00 500.00
Issued, Subscribed & Fully Paid up Share Capital
No. of Equity Shares of ₹ 5/- each (₹ 10/- each as on
31.03.2024 and on 31.03.2023) 80,32,000 80,32,000 40,16,000 40,16,000
Share Capital (Amount. Rs. in Lakhs) 401.60 401.60 401.60 401.60
TOTAL 401.60 401.60 401.60 401.60
Reconciliation of the number of shares outstanding is set out below:
Particulars 30.09.2025 31.03.2025 31.03.2024 31.03.2023
Shares outstanding at the beginning of the year 80,32,000 40,16,000 40,16,000 25,10,000
Add: Shares Issued during the year
Fresh Issue - - - -
Bonus Shares Issued - - - 15,06,000
Sub-division/split of 1 share of face value ₹ 10 each into - 40,16,000 - -
such number share of face value ₹ 5 each effective 11th
February (Increase in shares on account of sub-
division/split) (Refer note 5 below)
Less: Shares bought back during the year - - - -
Shares outstanding at the end of the year 80,32,000 80,32,000 40,16,000 40,16,000
Details of Shareholders holding more than 5 % shares:
As At As At As At As At
Name of Shareholder
30.09.2025 31.03.2025 31.03.2024 31.03.2023
Anil K N
Number of Shares 19,27,632 19,27,632 9,63,840 9,63,840
% of Holding 24.00% 24.00% 24.00% 24.00%
B H Devasingh Naik
Number of Shares 19,27,632 19,27,632 9,63,840 9,63,840
% of Holding 24.00% 24.00% 24.00% 24.00%
H N Devakumar
Number of Shares 19,27,632 19,27,632 9,63,840 9,63,840
% of Holding 24.00% 24.00% 24.00% 24.00%
R Venkataramana
Number of Shares 19,27,632 19,27,632 9,63,840 9,63,840
% of Holding 24.00% 24.00% 24.00% 24.00%
222Details of Promoters holding shares:
As At As At As At As At
Name of Shareholder
30.09.2025 31.03.2025 31.03.2024 31.03.2023
H. N. Devakumar
Number of Shares 19,27,632 19,27,632 9,63,840 9,63,840
% of Holding 24.00% 24.00% 24.00% 24.00%
B. H. Devasinghnaik
Number of Shares 19,27,632 19,27,632 9,63,840 9,63,840
% of Holding 24.00% 24.00% 24.00% 24.00%
Dharanedra H Gouda
Number of Shares 3,21,272 3,21,272 1,60,640 1,60,640
% of Holding 4.00% 4.00% 4.00% 4.00%
R Venkatramana
Number of Shares 19,27,632 19,27,632 9,63,840 9,63,840
% of Holding 24.00% 24.00% 24.00% 24.00%
Anil K N
Number of Shares 19,27,632 19,27,632 9,63,840 9,63,840
% of Holding 24.00% 24.00% 24.00% 24.00%
Notes:
1. Issue of Shares for a consideration other than cash
The Company has issued 25,00,000 shares for a consideration other than cash, in connection with the conversion of the Partnership
into a Private Limited Company. These shares were issued during the financial year 2018-19.
2. Issue of Bonus Shares
The Company issued 15,06,000 equity shares as fully paid bonus shares in the ratio of 3:5 in financial year 2022-23 by way of
capitalisation of free reserves with record date and allotment being done on 09.03.2023
3. Terms/ Rights attached to Equity shares
The Company has one class of equity shares having a par value of Rs. 5 per share. Each shareholder is eligible for one vote per
share held.
In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution
of all preferential amount, in proportion to their shareholding.
4. Authorised Share Capital
The Board of Directors of the Company, in their meeting held on 24th December, 2024, passed a resolution to increase the existing
Authorised Share Capital of the Company from 50,00,000 (Fifty Lakhs) equity shares having a face value of Rs. 10/- (Rupees Ten
only) each, to 1,20,00,000 (One Crore Twenty Lakhs) equity shares having a face value of Rs. 10/- (Rupees Ten only) each,
aggregating to an Authorised Share Capital of Rs. 1,200 Lakhs (Rupees Twelve Crores only). The said increase in Authorised
Share Capital was duly approved by the equity shareholders of the Company at the Extraordinary General Meeting (EGM) held
on 03rd January, 2025.
5. Sub-division/split of equity shares
During the year under review, the Board of Directors of the Company in their meeting held on 08th February, 2025 passed a
resolution of the sub-division /split of existing Equity Shares of the Company from 1 (One) Equity Share having face value of Rs.
10/- (Rupees Ten only) each fully paid-up, into such number Equity Shares having face value of Rs. 5/- (Rupees Five only) each
fully paid-up. The above sub-division/split has been approved by the equity shareholders of the Company dated 11 February 2025.
Pursuant to sub-division/split of shares effective 11 February 2025 (“Record Date”), the paid-up equity share capital of the
Company is Rs. 401.60 Lakhs consisting of 80,32,000 equity shares having face value of Rs. 5/- (Rupees Five only) each fully
paid-up.
223Annexure - I.2
Restated Statement of Reserves and Surplus
(Amount in Lacs)
As at As At As At As At
Particulars
30.09.2025 31.03.2025 31.03.2024 31.03.2023
a. Securities Premium Account
Opening Balance - - - -
Add: Premium on issue of equity shares - - - -
Closing Balance - - - -
b. Surplus in Statement of Profit & Loss A/c
Opening balance 558.05 130.65 45.33 213.78
(+) Net Profit For the current year 349.58 427.40 215.32 132.15
: Less Bonus Shares Issued - - - (150.60)
: Less Dividend Paid - - (130.00) (150.00)
Net Surplus in Statement of Profit and Loss 907.63 558.05 130.65 45.33
TOTAL 907.63 558.05 130.65 45.33
Notes:
i. Company does not have any Revaluation Reserve
ii. Dividend declared
The details of dividend declared by the Company is as below:
(Amount in Lacs)
For the For the Year ended
Particulars period ended
31.03.2025 31.03.2024 31.03.2023
30.09.2025
Class of Shares
Equity Shares of ₹ 5/- each (₹ 10/- each as on 31.03.2024 and on -
- 130.00 150.00
31.03.2023)
Rate of Dividend (%)
Interim Dividend - - - -
Final Dividend 32.37% 37.35%
iii. Bonus shares issued
The Company issued 15,06,000 equity shares as fully paid bonus shares in the ratio of 3:5 in financial year 2022-23 by way of
capitalisation of free reserves with record date and allotment being done on 09.03.2023
Annexure - I.3
Restated Statement of Long-Term Borrowings
(Amount in Lacs)
As At As At As At As At
Particulars
30.09.2025 31.03.2025 31.03.2024 31.03.2023
(a) Term loans & Vehicle Loans (Refer I.3.1 & I.3.2)
From Banks 573.15 305.73 162.57 48.57
From other than Banks 336.77 - - 1.84
(b) Loans from Related Parties - - - -
Total Borrowings 909.92 305.73 162.57 50.41
The above loan amount includes:
Secured Loans
From Banks (Refer Note I.3.1 & 1.3.2) 432.35 305.73 162.57 48.57
From other than Banks
Unsecured Loans
From Banks 140.81
From other than Banks (Refer Note 1.3.3) 336.77 - - 1.84
Loans & Advances from related parties - - - -
Total Borrowings 909.92 305.73 162.57 50.41
224Note I.3.1 Additional information to Secured Long term Borrowings
Loan from Banks:
(Amount in Lacs)
Type of
Facility Sanctioned Re- As at As at
Name of Securities Moratori As at 30- As at 31-
and Amount (Rs. Rate of Interest paymen 31-03- 31-03-
Lender offered um 09-2025 03-2025
Purpos In Lakhs) t 2024 2023
e
Karnataka Bank Over 600.00 Six Month MCLR + Refer Note On NA - (88.92) 407.89 472.23
(Loan No: Draft 0.25% (Credit Risk i,ii & iii demand
6567000600171 Workin Premium/Spread)+1.25 for
901) g %(Fixed Spread) Primary
Capital Security,
Collateral
Security &
Personal
Gurantee
respectivel
y
Karnataka Bank Guarant 32.08 9.25% Refer Note NA - - 6.11 24.44
(Loan No: eed iv & v for
6567001400028 Emerge Primary
21
801) ncy Security,
Monthly
Credit and
Installm
Line Collateral
ents
(GECL) Security
respectivel
y
225Karnataka Bank Term 296.49 10.30% Refer Note Repayab NA - 1.26 112.53 -
(Loan No: Loan vi,vii & le in
6567001800016 viii for staggere
8801) Primary d 72
Security, monthly
Collateral Installm
Security & ents
Personal after
Gurantee initial
respectivel holiday
y period
of 12
months.
Interest
to be
serviced
on the
monthly
basis.
Interest
during
holiday
period to
be
served
Federal Bank Cash 900.00 9.25 % p.a. (Repo Refer Note 12 NA 860.83 907.91 - -
(Loan No: Credit Rate + 3.00 %) ix,x & xii Months
2111550000101 for
2) Primary
Security,
Collateral
Security &
Personal
Gurantee
respectivel
y
226Federal Bank Term 283.43 9.25 % p.a. (Repo Refer Note 72 NA 264.67 283.43 - -
(Loan No: Loan Rate + 3.00 %) x, xi and Monthly
2111690000048 xii for Installm
9) Primary ents
Security,
Collateral
Security &
Personal
Gurantee
respectivel
y
Federal Bank Term 297.00 9.25 % p.a. (Repo Refer Note 84 NA 200.69 - - -
(Loan No: Loan Rate + 3.00 %) x, xiii & Monthly
2111690000049 xii for Installm
7) Primary ents
Security,
Collateral
Security &
Personal
Gurantee
respectivel
y
Federal Bank Over 500.00 11.00 % p.a. (Repo Refer Note 48 NA 472.59 - - -
(Loan No: Draft Rate + 5.50 %) x xiv, xv Monthly
2111560000042 Workin & xii for Installm
7) g Primary ents
Capital Security,
Collateral
Security &
Personal
Gurantee
respectivel
y
ICICI Bank 60 7.88 9.11
(Loan No: Vehicle Monthly
13.00 8.95% NA 11.43 -
LARBN0004807 Loan Installm
1450) ents
ICICI Bank Vehicle 60 6.23 8.94
24.76 7.90% NA 14.03 18.74
(Loan No: Loan Monthly
227LAHAV000444 Installm
51917) ents
ICICI Bank 60 12.41 14.23
(Loan No: Vehicle Monthly
19.50 9.20% NA 17.62 -
LARBN0004853 Loan Installm
2107) ents
ICICI Bank 60 - 1.77
(Loan No: Vehicle Monthly
10.00 7.90% NA 3.97 6.00
LAHAV000425 Loan Installm
22791) ents
Axis Bank 60 - 1.84
(Loan No: Vehicle Monthly
19.00 8.00% NA 6.14 10.10
AUR000905342 Loan Installm
879) ents
ICICI Bank 60 0.57 1.67
(Loan No: Vehicle Monthly
9.49 7.90% NA 3.76 5.68
LAHAV000425 Loan Installm
84048) ents
ICICI Bank 60 7.89 9.12
(Loan No: Vehicle Monthly
13.00 8.95% NA 11.44 -
LARBN0004804 Loan Installm
6706) ents
ICICI Bank 60 1.83 2.69
(Loan No: Vehicle Monthly
7.85 8.00% NA 4.31 5.81
LAHAV000443 Loan Installm
16951) ents
Term - -
ICICI Bank 36
Loan
(Loan No: Monthly
Workin 40.00 15.00% NA 6.67 21.10
UPRKU0004415 Installm
g
7311) ents
Capital
Axis Bank 60 - -
(Loan No: Vehicle Monthly
8.96 9.45% NA 0.85 2.91
AUR000904448 Loan Installm
367) ents
Axis Bank Vehicle 60 - 0.66
9.08 8.00% NA 2.73 4.64
(Loan No: Loan Monthly
228AUR000905315 Installm
975) ents
Karnataka Bank Vehicle 6 M o n ths Treasury Hypotheca 60 NA
(Loan No: Loan 7.30 Bill tion of Monthly 5.99 6.62
0656702400031 + 3.07%(Credit Risk New Installm
401) Premium) + 0.00 PUNCH ents
(Fixed ADVENT
Spread) i.e 10.03% pa. URE
SYSTEM
make
Petrol car
to be
purchased
in the
name of
M/s
Unisem
Agritech
- -
Pvt Ltd.
car at cost
of
Rs.8,73,42
1/- as per
the
quotation
submitted
from M/s
SHANKA
R
MOTORS
PVT LTD
dated 08-
08-2024
229Karnataka Bank Vehicle 6 M o nths Treasury Hypotheca 84 NA
(Loan No: Loan 33.00 Bill tion of Monthly 27.94 29.86
6567001600260 + 3.40%(Credit Risk New Instalme
801) Premium) + 0.00 TOYOTA nts
(Fixed make
Spread) i.e 10.53% pa. Innova
Hycross
Petrol car
to be
purchased
in the
name of
M/s
Unisem
Agritech
- -
Pvt Ltd.
car at cost
of
Rs.39,93,5
68/- as per
the
quotation
submitted
from M/s
Shodha
Toyota
dated
05-04-
2024
Notes:
Karnataka Bank - (Loan No: 6567000600171901)
i. Primary Security: Hypothecation of Stock
ii. Collateral Security: Not Applicable
iii. Guarantee: Personal Guarantee of Directors
Karnataka Bank - (Loan No: 6567001400028801)
iv. Primary Security:
- For overdraft facility: Hypothecation of Stock and book debts
- For Term loan facility: Refer table below
230Date of
Details of Security Value
Valuation
Equitable Mortgage of Industrial Land measuring 2 acres 17 guntas (where proposed building
to be constructed) at E-Swatthu No. 151700502100422754, VPC No. 1456, R. S. No.:
11B/2A/4 & 11B/4, Near Bypass Magod Road, Ranebennur Taluk-581115 standing in the 221.00 26.07.2022
name of M/s. Unisem Agritech Pvt. Ltd., valued Rs. 245.65 as per Valuation Report given
by our panel valuer Hiremath Architect & Engineers dated 22.07.2022. FSV Rs.221 lakhs
Construction of building there on at an estimated cost of Rs.162.65 lakh certified by M/s As per
162.65
Hiremath Architect & Engineers estimation
As per
Hypothecation of Plant and Machinery
207.03 quotations
(Prime for Term Loan and Collateral for OD and GECL loan)
submitted
v. Collateral Security: Refer table below
(Amount in Lacs)
Date of
Details of Security Value
Valuation
Residential Land & Building Situated at E-Swatthu No.3l-3-687-1130B, Ward No.31 R.S No.82,
Plot No.19+20, Near Sri Swamy Ayyappa Temple 4th Cross Eshwar Nagar, Old Magaod Road,
Ranebennur-581115, Standing in the Name of Sri. H N Devakumar, Valued at Rs.110.00 lakhs 110.00 26.07.2022
as per Valuation report given by our panel valuer Hiremath Architect & Engineers dated
22.07.2022.
Residential Land & Building Situated at R. S No.888D, Plot No.42, Near I.B 3td Cross
Umashnakar Nagar, Ranebennur - 581115, Standing in the Name of Sri Halappa, Valued at
10.88 28.09.2022
Rs.50.00 lakhs as per Valuation report given by our panel valuer Hiremath Architect & Engineers
dated.22.07 .2022.
Karnataka Bank - (Loan No: 65670018000168801)
vi. Primary Security: Refer table below
(Amount in lacs)
Date of
Details of Security Value
Valuation
Hypothecation of A/P/S 150KW to be purchased at invoice value of Rs.922000+gst 166000
10.88 28.09.2022
electrical works carried out by M/s Varun Electricals
Mini Sorter Machine-01 No. & Frank Screw Compressor with complete set-01 No s (Chute-1F-
11.39 08.02.2024
63G-1CT-MX-S-LSVP) by M/s Promech Industries Pvt Ltd.
Hypothecation of Agrosaw fine Cleaner model Delux-2 -01 No.s Ducting for Delux-204 No.s
Additional screen set-15 No.s. Agrosaw VB Elevator to Gravity Bin-01 No.s. Agrosaw gravity
Model G-2 with Electric panel-01 No.s. Additional Deck Assembly-02 No.s with installation & 11.66 09.02.2024
Commissioning Charges worth Rs.1166448/- as per invoice dtd:09-02-2024 issued by M/s Osaw
Agro Industries Pvt ltd.
Equitable Mortgage of Industrial Land measuring 2 acres 17 guntas (where proposed building
tobe constructed) at E-Swatthu No. 151700502100422754, VPC No. 1456, R.S. No:11B/2A/4 &
11B/4, Near Bypass Magod Road, Ranebennur Taluk-581115, standing in the name of M/s.
383.65 26.07.2022
Unisem Agritech Pvt. Ltd., valued at Rs. 245.65 as per Valuation Report given by our panel
valuer Hiremath Architect & Engineers dated.26.07.2022. FSV of Rs.221.00 lakh and building
to be constructed thereon at an estimated cost of Rs.162.65 lakh.
LAB Brushing Machine (LA-H) with Vibro Feeder with Feeding Hopper, 60L & Ladder by M/s
12.21 13.12.2023
Fowler Westrup (india) Pvt Ltd.
Hypothecation of Agrosaw Fine Cleaner Model ultra (2)-02No.s & Additional screen set for
Ultra (2)-05 set valued Rs.543412/- as per invoice issued by M/s Osaw Agro Industries Pvt Ltd 5.43 04.12.2023
dtd:04- 12-2023
Hypothecation of Multiple size storage racks valued Rs.5005560/- as per invoice issued by Store
50.06 28.12.2023
tech storage systemsDtd:28-12-2023.
Hypothecation of Box stretch wrapping machine valued Rs.123900/- as per invoice dtd:01-12-
1.24 01.12.2023
2023 issued by M/s Durapak Chennai
231hypothecation of PLC Automation based MCC Panel Accessories materials valued
17.70 28.09.2022
Rs.1500000.00 as per invoice issued by Gourav Electricals dated:20-01-2022
Hypothecation of Vertical Continuous Band Sealing Machine (ETCBSV910)- 01 Nos by M/s
2.18 13.12.2023
Elmec Technopac Machineries Pvt Ltd.
Hypothecation of Jet printer of M/s Video jet valued Rs.3.50 lakhs as per invoice dated 05-12-
3.60 05.12.2023
2023.
Hypothecation of Book Debts
Hypothecation of Online Seed Dryer-01 No. Air Compressor(3HP)01 as per the quotation
submitted dated 30.11.2023 the price of machinery is Rs.17,08,000/-\n\nBut as per latest
15.68 30.11.2023
quotation submitted dated 26-04-2024 the price of quotation is decreased to Rs.15,67,700/-
according price updated
Hypothecation of 125 KV Kirloskar Generator-01 No. valued Rs.736000 as per invoice issued
by M/s Dubeer & Company dtd:04.12.2023\n\n Price hiked due to non-availability of 82.5Kv
8.95 04.12.2023
generator, the price of the generator is Rs.8.95 Lakhs as per the quotation submitted dated 29-
04-2024
Hypothecation of Walk in plant growth chambers as per the quotation submitted by M/s
9.26 08.02.2024
Newtronic Lifecare Equipment Pvt Ltd.
vii. Collateral Security: Refer table below
(Amount in lacs)
Date of
Details of Security Value
Valuation
Equitable Mortgage of Industrial Land measuring 2 acres 17 guntas (where proposed building
tobe constructed) at E-Swatthu No. 151700502100422754, VPC No. 1456, R.S.No :11B/2A/4 &
11B/4, Near Bypass Magod Road, Ranebennur Taluk-581115, standing in the name of M/s.
383.65 26.07.2022
Unisem Agritech Pvt. Ltd., valued at Rs. 245.65 as per Valuation Report given by our panel
valuer Hiremath Architect & Engineers dated. 26.07.2022. FSV of Rs.221.00 lakh and building
to be constructed thereon at an estimated cost of Rs.162.65 lakh.
Hypothecation of A/P/S 150KW to be purchased at invoice value of Rs.922000+gst 166000
10.88 28.09.2022
electrical works carried out by M/s Varun Electricals
Hypothecation of seed processing unit for vegetable seed cleaning valued Rs.10993500 as per
109.94 28.09.2022
invoice issued by Fowler Westrup (India) PVT Ltd. invoice Dtd:23-12-2021
Hypothecation of Air screen Seed Cleaner for Veg Seed Cleaning machine valued Rs.2372989
23.73 28.09.2022
as per invoice issued by M/s Fowler Westrup (India) Pvt Ltd Dtd: 21-12-2021
Hypothecation of Auto loading feeding conveyor, seed coating machine & Online seed Dryer
Capacity 2TPH worth Rs.3162510.00 as per invoice issued by M/s Reliance Automation 31.62 28.09.2022
Solutions dtd:20-12-2021
Hypothecation of Bry-Air Dehumidifier Model FSD-1200 machine valued at Rs. 1096000 as per
13.17 28.09.2022
invoice issued Bry Air (Asia) pvt ltd dtd: 16.12.2021
Hypothecation of PLC Automation based MCC Panel Accessories materials valued Rs.
17.70 28.09.2022
1500000.00 as per invoice issued by Gourav Electricals dated:20-01-2022
EM Residential Land Building Situated at E-Swatthu No.31-3-687- 1130B, Ward No.31 R.S
No.82, Plot No.19+20, Near Sri Swamy Ayyappa Temple 4th Cross Eshwar Nagar, Old Magaod
Road, Ranebennur-581115, Standing in the Name of Sri. H N Devakumar, Valued of Rs.110.00 110.00 26.07.2022
lakhs as per Valuation report given by our panel valuer Hiremath Architect & Engineers
dated.26.07.2022.
EM of Residential Land Building Situated at R. S No.888D, Plot No.42, Near I.B 3rd Cross
Umashnakar Nagar, Ranebennur-581115, Standing in the Name of Sri Halappa, Valued of
50.00 26.07.2022
Rs.50.00 lakhs as per Valuation report given by our panel valuer Hiremath Architect & Engineers
dated.26.07.2022.
viii. Guarantee: Personal Guarantee of Directors
ix. Primary Security: Hypothecation of stock and book debts with margin of 25%.
x. Collateral Security: Refer table below
232(Amount in Lacs)
Details of Security Value Date of
Valuation
Property No 1: EM of Industrial property admeasuring 105593.15 sqft
(2.424 acres or 9813.49 sqmtrs) alongwith building measuring 12521 sqft
(G+F), property bearing VPC No 1456, RS No-11B/*/2A/4,11B/*/3&
11B/*/4 and E.No. 151700502100422754, 14 located in Magod Road,
858.26 20.03.2025
Opposite to Shakthi Dhama, Ranebennur, Haveri District. The property
owned by Unisem Agritech Limited. As per valuation report furnished by V
F Marabasannavar (Anubhava Construction) dated 20/03/2025 FSV of the
property is Rs.858.26L (Land is Rs.718.03L and Building is Rs.140.23L)
Property No 3: EM of residential property admeasuring 2924.56 sqft (271.80
sq mtrs) along with building measuring 2762.27 sqft (GF-1762.27 sqft & FF
1000 sq.ft), property bearing R.S No 82, Plot No 19 & 20, E-swathu no-31-
3687-1130B, located in 4th Cross, Eshwar Nagar, Ayyappaswami Temple,
107.39 20.03.2025
old Magod Road, Ranebennur Taluk, Haveri District. The property owned by
Sri H N Devakumar. As per valuation report furnished by V F
Marabasannavar (Anubhava Construction) dated 20/03/2025 FSV of the
property is Rs.107.39L (Land is Rs.62.14L and Building is Rs.45.24L)
Property No 2: EM of residential property admeasuring 1645 sqft (1 guntas-
09) along with building measuring 1050 sqft, property bearing Plot no 42,
Re.sy,no 888D located in Umashankar Nagar, Near Rudrappa Lamani House,
Ranebennur, Haveri District. The property owned by Sri. M Halappa. As per 51.69 20.03.2025
valuation report furnished by V F Marabasannavar (Anubhava Construction)
dated 20/03/2025 FSV of the property is Rs.51.69L (Land is Rs.34.96L and
Building is Rs.16.73L)
xi. Primary Security: Hypothecation of seed processing plant, machineries, (seed cleaning/dry-air Dehumidifier/seed coating
machine/dry store, air screen cleaner and all other machinery/assets created out of loan.
xii. Guarantee: Personal Guarantee of Directors
Note I.3.2: Secured Long Term Borrowings
(Amount in Lacs)
As at As At As At As At
Particulars
30/09/2025 31/03/2025 31/03/2024 31/03/2023
Secured loans
Karnataka Bank
- -(88.92) 407.89 472.23
(Loan No: 6567000600171901)
Karnataka Bank
- - - -
(Loan No: 0656702400010401)
Karnataka Bank
- - 6.11 24.44
(Loan No: 6567001400028801)
Karnataka Bank
- 1.26 112.53 -
(Loan No: 65670018000168801)
Federal Bank
860.83 907.91 - -
(Loan No: 21115500001012)
Federal Bank
264.67 283.43 - -
(Loan No: 21116900000489)
Federal Bank
200.69 - - -
(Loan No: 21116900000497)
Federal Bank
472.59 - - -
(Loan No: 21115600000427)
ICICI Bank
7.88 9.11 11.43 -
(Loan No: LARBN00048071450)
ICICI Bank
6.23 8.94 14.03 18.74
(Loan No: LAHAV00044451917)
ICICI Bank
12.41 14.23 17.62 -
(Loan No: LARBN00048532107)
233ICICI Bank
- 1.77 3.97 6.00
(Loan No: LAHAV00042522791)
Axis Bank
- 1.84 6.14 10.10
(Loan No: AUR000905342879)
ICICI Bank
0.57 1.67 3.76 5.68
(Loan No: LAHAV00042584048)
ICICI Bank
7.89 9.12 11.44 -
(Loan No: LARBN00048046706)
ICICI Bank
1.83 2.69 4.31 5.81
(Loan No: LAHAV00044316951)
ICICI Bank
- 6.67 21.10
(Loan No: UPRKU00044157311)
Axis Bank
- 0.85 2.91
(Loan No: AUR000904448367)
Axis Bank
- 0.66 2.73 4.64
(Loan No: AUR000905315975)
Karnataka Bank
5.99 6.62 - -
(Loan No: 0656702400031401)
Karnataka Bank
27.94 29.86 - -
(Loan No: 6567001600260801)
Note I.3.3: Un-Secured Long-Term Borrowings
(Amount in Lacs)
As At As At As At
As At
Particulars
31/03/2023
30/09/2025 31/03/2025 31/03/2024
Unsecured loans
a) Magma Fincorp Limited - - - 5.50
(Rate of Interest : 9.26% p.a)
(Repayable in 48 monthly instalments)
b) Magma Fincorp Limited - - 1.84 4.30
(Rate of Interest : 17.75% p.a)
(Repayable in 24 monthly instalments)
c) Bajaj Finance Limited 36.51 - - -
(Rate of Interest : 17.5%)
(Repayable in 48 monthly instalments)
d) Cholamandalam Investment & Finance Company
35.76 - - -
Limited
(Rate of Interest : 17.5%)
(Repayable in 24 monthly instalments)
e) Clix Capital Services Private Limited 35.96 - - -
(Rate of Interest : 18%)
(Repayable in 30 monthly instalments)
f) Godrej Finance Limited 40.00 - - -
(Rate of Interest : 16.5%)
(Repayable in 36 monthly instalments)
g) Kisetsu Saison Finance India Private Limited 50.00 - - -
(Rate of Interest : 17.5%)
(Repayable in 36 monthly instalments)
h) L&T Finance Limited 75.33 - - -
(Rate of Interest : 16%)
(Repayable in 36 monthly instalments)
h) Poonawalla Fincorp Limited 51.13 - - -
(Rate of Interest : 17%\)
234(Repayable in 36 monthly instalments)
i) Shriram Finance Limited 40.10 - - -
(Rate of Interest : 16.25%)
(Repayable in 36 monthly instalments)
j) SMFG India Credit Co Limited 50.45 - - -
(Rate of Interest : 16%)
(Repayable in 37 monthly instalments)
k) TATA Capital Limited 50.00 - - -
(Rate of Interest : 17%)
(Repayable in 36 monthly instalments)
l) Axis Bank Ltd 60.00 - - -
(Rate of Interest : 14%)
(Repayable in 24 monthly instalments)
m) Deutsche Bank 50.00 - - -
(Rate of Interest : 17%)
(Repayable in 36 monthly instalments)
n) Kotak Bank 49.50 - - -
(Rate of Interest : 16%)
(Repayable in 36 monthly instalments)
o) Yes Bank 50.00 - - -
(Rate of Interest : 16.25%)
(Repayable in 36 monthly instalments)
Annexure - I.4
Restated Statement of Other Non-Current Liabilities
(Amount in Lacs)
As AT As At
Particulars As At 31.03.2024 As At 31.03.2023
30.09.2025 31.03.2025
Security Deposits 251.09 225.99 194.35 187.01
TOTAL 251.09 225.99 194.35 187.01
Annexure - I.5
Restated Statement of Long-Term Provisions
(Amount in Lacs)
As at As At
Particulars As At 31.03.2024 As At 31.03.2023
30.09.2025 31.03.2025
Provisions for Leave Encashment - - - -
Provisions for Gratuity 115.13 99.31 81.81 73.61
TOTAL 115.13 99.31 81.81 73.61
Annexure - I.6
Restated Statement of Short-Term Borrowings
(Amount in Lacs)
As at As At As At As At
Particulars
30.09.2025 31.03.2025 31.03.2024 31.03.2023
Loan repayable on demand (Refer Note 1.3.1 & 1.3.2)
Karnataka Bank (Loan No: 6567000600171901) - (88.92) 407.89 472.23
Federal Bank (Loan No: 21115500001012) 860.83 907.91 - -
Federal Bank (Loan No: 21115600000427) 472.59 - - -
ICICI Bank Loan - - - -
Current Maturities of long-term debts 300.91 65.46 40.85 58.83
Total Borrowings 1634.34 884.45 448.75 531.05
Secured loans
235From Banks 1333.42 818.99 407.89 472.23
Current Maturities of long-term debts 103.75 65.46 40.85 58.83
Unsecured loans
From Banks - - - -
Current Maturities of long-term debts 197.17 - - -
TOTAL 1634.34 884.45 448.75 531.05
Annexure - I.7
Restated Statement of Trade Payable
(Amount in Lacs)
As AT As At As At As At
Particulars
30.09.2025 31.03.2025 31.03.2024 31.03.2023
Micro, Small and Medium Enterprises 1164.53 1,166.66 547.98 459.33
Others 360.63 135.74 99.69 104.26
Total 1525.16 1,302.40 647.66 563.59
Of Above, due payable to related parties
Directors, Relatives & Entities significantly influenced by 1041.01 1,118.03 545.79 458.58
directors
(a) Ageing schedule:
Balance as at 30th September 2025
(Amount in Lakhs)
Particulars Less than 1 year 1-2 years 2-3 years More than 3 years
(i) MSME 1,164.53 - - -
(ii) Others 360.63 - - -
(iii) Disputed dues - MSME - - - -
(iv) Disputed dues - Others - - - -
Total 1,525.16 - - -
Balance as at March 31, 2025
(Amount in Lacs)
Particulars Less than 1 year 1-2 years 2-3 years More than 3 years
(i) MSME 1,166.66 - - -
(ii) Others 135.74 - - -
(iii) Disputed dues - MSME - - - -
(iv) Disputed dues - Others - - - -
(v) Unbilled - MSME - - - -
(vi) Unbilled - Others - - - -
TOTAL 1,302.40 - - -
Balance as at 31st March, 2024
(Amount in Lacs)
Particulars Less than 1 year 1-2 years 2-3 years More than 3 years
(i) MSME 547.98 - - -
(ii) Others 99.69 - - -
(iii) Disputed dues - MSME - - - -
(iv) Disputed dues - Others - - - -
(v) Unbilled - MSME - - - -
(vi) Unbilled - Others - - - -
TOTAL 647.66 - - -
236Balance as at 31st March 2023
(Amount in Lacs)
Particulars Less than 1 year 1-2 years 2-3 years More than 3 years
(i) MSME 459.33 - - -
(ii) Others 100.83 0.32 - 3.11
(iii) Disputed dues - MSME - - - -
(iv) Disputed dues - Others - - - -
(v) Unbilled - MSME - - - -
(vi) Unbilled - Others - - - -
TOTAL 560.16 0.32 - 3.11
(b) Dues payable to Micro and Small Enterprises:
(Amount in Lacs)
As at As At As At
Particulars As at 31.03.2025
30.09.2025 31.03.2024 31.03.2023
Principal amount remaining unpaid to any supplier as at
1,164.53 1,166.66 547.98 459.33
the year end
Interest due on the above mention principal amount
- - - -
remaining unpaid to any supplier as at the year end
Amount of the interest paid by the Company in terms of
- - - -
Section 16
Amount of the interest due and payable for the period of
delay in making payment but without adding the interest - - - -
specified under the MSMED Act
Amount of interest accrued and remaining unpaid at the
- - - -
end of the accounting year
Annexure - I.8
Restated Statement of Other Current Liabilities
(Amount in Lacs)
As At As At As At
Particulars As At 31.03.2023
30.09.2025 31.03.2025 31.03.2024
Advance From Customer 215.96 744.82 808.44 660.19
Duties & taxes/Statutory liabilities 13.41 17.29 12.59 6.01
Other payable - - - -
TOTAL 229.37 762.11 821.03 666.20
Annexure - I.9
Restated Statement Short Term Provisions
(Amount in Lacs)
As at As at
Particulars As At 31.03.2024 As At 31.03.2023
30.09.2025 31.03.2025
Provision for Gratuity 7.30 6.21 7.56 5.11
Provision for tax 122.44 152.16 89.67 56.51
Provision for expenses 147.89 97.31 81.90 79.99
'Provision for Audit Fees 2.50 2.50 - -
'Provision for Income Tax filing fees 2.00 2.00 - -
TOTAL 282.13 260.18 179.13 141.61
(The remainder of this page has been intentionally left blank)
237Annexure - I.10
Restated Statement of Property Plant & Equipment
Gross Block Accumulated Depreciation Net Block
Balance
Balance Balance Balance Balance Balance
as at Depreciatio
Fixed Assets as at 1st as at 30th On as at 30th as at 30th as at 31
Additions Disposals 1st n charge for
April Septembe disposals Septembe Septembe March
April the year
2025 r 2025 r 2025 r 2025 2025
2025
Property Plant & Equipment
Land 21.31 - - 21.31 - - - - 21.31 21.31
Plant & Machinery 143.38 11.11 - 154.49 53.47 10.68 - 64.14 90.35 89.92
Electrical Fittings & Mobiles 33.03 - - 33.03 5.60 3.11 - 8.71 24.32 27.43
Vehicles 234.33 - - 234.33 145.32 15.82 - 161.14 73.19 89.01
Air Conditioners/ Refridgerators/Cold - -
82.71 - 82.71 8.51 6.01 14.52 68.19 74.20
storage
Furnitures & Fixtures 70.98 5.56 - 76.54 22.59 6.20 - 28.79 47.75 48.39
Computers, Desktops, Laptops 14.83 4.09 - 18.91 13.46 0.60 - 14.06 4.85 1.37
Building - 416.69 - 416.69 - 3.92 - 3.92 412.78 -
Intangible Assets
Accounting Software 11.82 - - 11.82 1.51 1.36 - 2.88 8.95 10.31
Total 612.39 437.45 - 1049.84 250.46 47.70 - 298.16 751.68 361.93
Capital Work In Progress (Refer Note I.11.1)
Particulars Opening Additions Put to Use Total 30.09.2025 31.03.2025
Projects in Progress 256.90 159.79 416.69 - - -
Total 256.90 159.79 416.69 - - -
Details of Capital Work in Progress held by the company during the financial year
Amount in CWIP For a Period of
CWIP Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in Progress 159.79 92.08 153.60 11.22 416.69
238FY 2024-25
(Amount in Lacs)
Gross Block Accumulated Depreciation Net Block
Balance Balance Balance
Balance Balance
as at Balance Depreciation as at as at
Fixed Assets as at 1st On as at 31
Additions Disposals 31st as at 1st charge for 31st 31st
April disposals March
March April2024 the year March March
2024 2024
2025 2025 2025
Property Plant & Equipment
Land
Land 21.31 - 21.31 - - - - 21.31 21.31
Plant & Machinery
Plant & Machinery 60.31 83.08 - 143.38 37.84 15.62 - 53.47 89.92 22.46
Electrical Fittings
Electrical Fittings & Mobiles 3.94 29.09 - 33.03 2.54 3.06 - 5.60 27.43 1.40
Vehicles
Vehicles 185.91 48.42 - 234.33 109.17 36.15 - 145.32 89.01 76.74
Air Conditioners/ Coolers
Air Conditioners/ Refrigerators/
6.94 75.77 - 82.71 5.85 2.66 - 8.51 74.20 1.09
Cold storage
Furniture & Fixtures
Furniture & Fixtures 32.63 38.35 - 70.98 13.06 9.53 - 22.59 48.39 19.57
Computers & Software
Computers, Desktops, Laptops 13.34 1.49 - 14.83 12.37 1.09 - 13.46 1.37 0.97
Intangible Assets
Accounting Software - 11.82 11.82 - 1.51 - 1.51 10.31 -
TOTAL 324.37 288.02 - 612.39 180.83 69.63 - 250.46 361.93 143.54
Capital Work In Progress (Refer Note I.11.1)
(Amount in Lacs)
Particulars Opening Additions Put to Use Total 31.03.2025 31.03.2024
Building Under Construction 164.82 92.08 - 256.90 256.90 164.82
TOTAL 164.82 92.08 - 256.90 256.90 164.82
Details of Capital Work in Progress held by the company during the financial year
(Amount in Lacs)
Amount in CWIP For a Period of Total
CWIP
Less than 1 year 1-2 years 2-3 years More than 3 years
Building Under Construction 92.08 153.60 11.22 - 256.90
239FY 2023-24
(Amount in Lacs)
Gross Block
Accumulated Depreciation Net Block
Balance Balance Balance
Balance Balance Balance
Fixed Assets as at Depreciation as at as at
as at 1 as at 1 as at 31
Additions Disposals 31st charge for the On disposals 31st 31st
April April March
March, year March, March,
2023 2023 2023
2024 2024 2024
Property Plant & Equipment
Land
Land 21.31 - - 21.31 - - - - 21.31 21.31
Plant & Machinery
Plant & Machinery 58.16 2.15 - 60.31 33.21 4.63 - 37.84 22.46 24.95
Electrical Fittings
Electrical Fittings & Mobiles 3.57 0.37 - 3.94 2.10 0.44 - 2.54 1.40 1.47
Vehicles
Vehicles 155.15 49.54 18.78 185.91 99.43 26.59 16.85 109.17 76.74 55.72
Air Conditioners/ Coolers
Air Conditioners/ Refrigerators/ 6.94 - - 6.94 5.47 0.38 - 5.85 1.09 1.47
Cold storage
Furniture & Fixtures
Furniture & Fixtures 14.92 17.71 - 32.63 9.90 3.15 - 13.06 19.57 5.02
Computers & Software
Computers, Desktops, Laptops 12.64 0.70 13.34 11.26 1.12 - 12.37 0.97 1.38
TOTAL 272.68 70.47 18.78 324.37 161.37 36.32 16.85 180.83 143.54 111.32
Capital Work in Progress (Refer Note I.11.1)
(Amount in Lacs)
Particulars Opening Additions Put to Use Total 31.03.2024 31.03.2023
Building Under Construction 11.22 153.60 - 164.82 164.82 11.22
TOTAL 11.22 153.60 - 164.82 164.82 11.22
Details of Capital Work in Progress held by the company during the financial year
(Amount in Lacs)
Amount in CWIP For a Period of
CWIP Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Building Under Construction 153.60 11.22 - - 164.82
240FY 2022-23
(Amount in Lacs)
Gross Block Accumulated Depreciation Net Block
Balance Balanc Balance
Balance Balance
as at Balance as Depreciation e as at as at
Fixed Assets as at 1st On as at 31
Additions Disposals 31st at 1st charge for the 31st 31st
April, disposals March
March, April,2022 year March, March,
2022 2022
2023 2023 2023
Property Plant & Equipment
Land
Land 21.31 - - 21.31 - - - - 21.31 21.31
Plant & Machinery
Plant & Machinery 56.21 1.95 - 58.16 27.91 5.31 - 33.21 24.95 28.31
Electrical Fittings
Electrical Fittings & Mobiles 3.13 0.44 - 3.57 1.65 0.45 - 2.10 1.47 1.49
Vehicles
Vehicles 155.15 - - 155.15 74.13 25.30 - 99.43 55.72 81.02
Air Conditioners/ Coolers
Air Conditioners/
6.94 - - 6.94 4.95 0.51 - 5.47 1.47 1.99
Refrigerators/ Cold storage
Furniture & Fixtures
Furniture & Fixtures 13.56 1.36 - 14.92 8.60 1.30 - 9.90 5.02 4.96
Computers & Software
Computers, Desktops, Laptops 11.52 1.12 - 12.64 10.18 1.08 - 11.26 1.38 1.34
TOTAL 267.82 4.86 - 272.68 127.41 33.95 - 161.37 111.32 140.40
Capital Work in Progress (Refer Note I.11.1)
(Amount in Lacs)
Particulars Opening Additions Put to Use Total 31.03.2023 31/03/2022
Building Under Construction - 11.22 - 11.22 11.22 -
TOTAL - 11.22 - 11.22 11.22 -
Details of Capital Work in Progress held by the company during the financial year
(Amount in Lacs)
Amount in CWIP For a Period of
CWIP Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in Progress 11.22 - - - 11.22
(The remainder of this page has been intentionally left blank)
241Annexure - I.11
Restated Statement of Non-Current Investment
(Amount in Lacs)
Particulars As at 30.09.2025 As at 31.03.2025 As At 31.03.2024 As At 31.03.2023
Investment in Unquoted Shares - - - -
TOTAL - - - -
Annexure - I.12
Restated Statement of Deferred Tax Assets
(Amount in Lacs)
Particulars As at 30.09.2025 As at 31.03.2025 As At 31.03.2024 As At 31.03.2023
Deferred Tax Assets (Net) 55.99 48.70 42.28 37.02
TOTAL 55.99 48.70 42.28 37.02
Annexure - I.13
Restated Statement of Other Non-Current Assets
(Amount in Lacs)
Particulars As at 30.09.2025 As at 31.03.2025 As At 31.03.2024 As At 31.03.2023
Security Deposits
Rent Deposit 5.36 11.20 11.20 11.25
Others 3.50 3.50 1.82 1.24
Preliminary & Pre-operative - - - -
Expenses
TOTAL 8.86 14.70 13.02 12.49
Annexure - I.14
Restated Statement of Inventories (Valued at Cost or NRV whichever is lower)
(Amount in Lacs)
Particulars As at 30.09.2025 As at 31.03.2025 As At 31.03.2024 As At 31.03.2023
a. Stores & Spares 130.62 77.35 51.42 45.52
b. Raw Materials and -
- - -
components
c. Work-in-progress - - - -
d. Finished goods 2,488.22 1,899.84 1,444.06 1,496.00
e. Stock-in-trade - - - -
TOTAL 2,618.85 1,977.19 1,495.48 1,541.52
Annexure - I.15
Restated Statement of Trade receivables
(Amount in Lacs)
As at As at As At
Particulars As At 31.03.2024
30.09.2025 31.03.2025 31.03.2023
Undisputed, Considered good 2,362.87 1,300.94 884.01 738.90
Undisputed, Considered doubtful - - - -
Less: Provision for Bad and Doubtful debts - - - -
TOTAL 2,362.87 1,300.94 884.01 738.90
Trade Receivables stated above include debts due by:
(Amount in Lacs)
As at As at As At As At
Particulars
30.09.2025 31.03.2025 31.03.2024 31.03.2023
Directors - - - -
Other Officers of the Company - - - -
Firms/ Company in which Directors or company is a partner or a - - - -
director or a member
TOTAL - - - -
242Age of receivables
Balance as at 30th September, 2025
Less than 6 6 Months - 1 1-2 2-3 More than 3
Particulars
months year years years years
Undisputed
Trade receivables - Considered good 2,122.77 164.21 36.80 2.51 36.57
Trade receivables - doubtful debt - - - - -
Unbilled Trade Receivable - - - - -
Disputed
Trade receivables - Considered good - - - - -
Trade receivables - doubtful debt - - - - -
Unbilled Trade Receivable - - - - -
TOTAL 2,122.77 164.21 36.80 2.51 36.57
Balance as at 31st March 2025
(Amount in Lacs)
Less than 6 6 Months - 1 1-2 2-3 More than 3
Particulars
months year years years years
Undisputed
Trade receivables - Considered good 1,165.58 61.48 31.27 12.33 30.29
Trade receivables - doubtful debt - - - - -
Unbilled Trade Receivable - - - - -
Disputed
Trade receivables - Considered good - - - - -
Trade receivables - doubtful debt - - - - -
Unbilled Trade Receivable - - - - -
TOTAL 1,165.58 61.48 31.27 12.33 30.29
Balance as at 31st March 2024
(Amount in Lacs)
Less than 6 Months 2-3 More than 3
Particulars 1-2 years
6 months 1 year years years
Undisputed
Trade receivables - Considered good 769.49 48.62 25.68 15.17 25.06
Trade receivables - doubtful debt - - - - -
Unbilled Trade Receivable - - - - -
Disputed
Trade receivables - Considered good - - - - -
Trade receivables - doubtful debt - - - - -
Unbilled Trade Receivable - - - - -
TOTAL 769.49 48.62 25.68 15.17 25.06
Balance as at 31st March, 2023
(Amount in Lacs)
Less than 6 6 Months - 1 1-2 2-3 More than 3
Particulars
months year years years years
Undisputed
Trade receivables - Considered good 593.33 65.78 35.21 26.60 17.98
Trade receivables - doubtful debt - - - - -
Unbilled Trade Receivable
Disputed
Trade receivables - Considered good - - - - -
Trade receivables - doubtful debt - - - - -
Unbilled Trade Receivable
TOTAL 593.33 65.78 35.21 26.60 17.98
243Annexure - I.16
Restated Statement of Cash and Bank Balance
(Amount in Lacs)
As at As At
Particulars As at 31.03.2025 As At 31.03.2023
30.09.2025 31.03.2024
Cash and Cash Equivalents
Bank Balance
(i) In current accounts 202.95 384.39 63.11 52.01
(ii) In fixed deposit 60.48 - - -
a) Less than 3 months - - - -
b) 3 to 12 months - - - -
(iii) In foreign currency -
- - -
account
Cash on Hand 23.61 21.46 3.85 6.25
Cheque in Hand - - - -
Forex Card - - - -
TOTAL 287.04 405.85 66.96 58.26
Annexure - I.17
Restated Statement of Short-Term Loans and Advances
(Amount in Lacs)
As at As at As At As At
Particulars
30.09.2025 31.03.2025 31.03.2024 31.03.2023
a) Loans and Advances to Related Party
Inter-corporate Loans - - - -
b) Loans and Advances to others
Advance to Suppliers 54.83 259.21 148.10 75.38
Balance with Revenue Authorities 30.00 108.31 75.78 53.57
Prepaid expenses - - - -
Loans and Advances to Body Corporate - - - -
Accrued Expenses - Legal and Advisory expenses 47.69 24.97 - -
Staff Loan/Advances* 38.52 41.09 33.56 20.71
TOTAL 171.04 433.58 257.43 149.67
* This includes advance given to one of the Company’s ex-employees who has siphoned off the money received from the
customer amounting to Rs. 4,61,666. The Company has filed a case against the said employee which is due for adjudication
before Hon'ble Court of Civil Judge & ADDL. J.M.F.C. Ranebennur.
Annexure - II.1
Restated Statement of Revenue from operations
(Amount in Lacs)
For the year ended For the year ended
Particulars
30/09/2025 31.03.2025 31.03.2024 31.03.2023
Sale of products 5,133.24 6,905.17 6,106.47 4,690.43
Sales of Services - - - -
Other Operating Revenue 0.56 2.58 7.41 0.72
TOTAL 5,133.79 6,907.75 6,113.88 4,691.15
*Note: Geographical Revenue Bifurcation
(Amount in Lacs)
For the year ended For the year ended
Particulars
30/09/2025 31.03.2025 31.03.2024 31.03.2023
Domestic sales 5,133.24 6,901.53 6,102.38 4,690.14
Export sales - 3.65 4.09 0.29
TOTAL 5,133.24 6,905.17 6,106.47 4,690.43
*Note: State wise Revenue Bifurcation
(Amount in Lacs)
244For the year ended For the year ended
Particulars
30/09/2025 31.03.2025 31.03.2024 31.03.2023
Domestic Sales
Andhra Pradesh 308.11 440.30 510.31 301.76
Assam 2.81 2.14 - -
Bihar 1162.53 809.58 889.61 443.22
Chandigarh 1.55 1.34 - -
Chhattisgarh 227.43 249.77 228.13 232.12
Delhi 3.41 5.37 7.06 2.85
Gujarat 61.51 75.58 83.49 57.61
Haryana 10.42 17.88 4.94 3.04
Himachal Pradesh 27.50 41.65 22.85 25.99
Jharkhand 293.96 465.80 376.35 307.32
Karnataka 431.38 605.56 409.06 385.84
Madhya Pradesh 835.63 1,220.00 965.98 1,002.07
Maharashtra 85.55 147.67 67.75 3.38
Odisha 271.73 525.75 407.22 303.59
Rajasthan 67.40 236.35 172.89 106.40
Tamil Nadu 156.04 378.32 310.82 257.05
Telangana 652.80 797.35 840.42 677.76
Uttar Pradesh 339.30 525.60 454.91 467.51
Uttarakhand 2.60 49.10 10.06 15.11
West Bengal 179.78 284.42 333.64 96.30
Kerala 2.56 7.60 4.93 1.21
Punjab 9.25 8.43 - -
Tripura - 5.97 1.98 -
Export Sales
Botswana - 3.65 4.09 0.29
TOTAL 5,133.24 6,905.17 6,106.47 4,690.43
*Note Productise Revenue Bifurcation
(Amount in Lacs)
For the year ended For the year ended
Particulars
30/09/2025 31.03.2025 31.03.2024 31.03.2023
Vegetable Seeds
Amaranth - 0.01 0.01 -
Ash Gourd 6.53 0.26 - -
Beetroot 15.63 84.55 81.02 66.09
Bhendi 105.79 611.81 539.61 374.45
Bitter Gourd 79.51 266.34 219.51 138.97
Blackgram - - - 0.00
Bottlegourd 15.15 50.24 39.60 38.26
Brinjal 0.94 4.69 1.67 0.57
Broccoli - 0.10 0.08 -
Cabbage 59.38 72.60 10.11 52.26
Capsicum 65.95 52.84 54.98 110.60
Carott 4.62 14.47 3.22 1.27
Cauliflower - 0.04 1.09 -
Channangibele - - - 0.00
Chickpea - - - 0.00
Chilli 1,110.13 1,732.70 1,683.67 946.19
Cluster Beens 43.90 85.04 82.69 63.13
Coriande - 0.02 0.02 0.03
Cowpea 4.84 13.90 11.05 8.55
Cucumbar 31.71 160.34 144.35 145.99
245Dolicos 1.74 - 0.68 2.62
Drumstic - 0.01 0.00 -
Fenugreek - - - 0.02
French Beans 42.16 52.52 17.89 20.79
Green Peas 222.36 - - 0.00
Knolkhol 4.93 5.42 3.64 4.39
Mothbean - - - 0.00
Musk Melon (0.84) 72.93 64.60 43.25
Navane - - - 0.00
Niger - - - 0.00
Onion 265.25 179.79 73.58 35.68
Pak Choi - 0.33 - -
Palak - 0.01 0.02 0.01
Papaya 2.68 18.91 4.91 -
Peas - 263.08 166.51 161.85
Pole Beans 16.47 21.57 15.04 11.87
Pumpkin 68.74 135.00 114.39 103.89
Radish 87.89 169.56 107.71 71.83
Ragi - - - 0.00
Rice - - - 0.00
Ridge Gourd 34.34 87.79 70.55 63.06
Snakegourd 1.45 1.43 9.90 7.08
Soyabean - - - 0.00
Sponge Gourd 61.24 140.54 116.05 88.99
Sweet Corn 23.22 68.15 98.75 71.58
Tomato 515.48 809.80 630.29 788.02
Water Melon (5.70) 558.24 382.19 369.73
Yard Long Bean 42.64 70.97 56.43 63.27
Field Crop Seeds
Bajra (0.23) 13.74 37.24 0.00
Jowar 253.54 1.48 30.23 6.70
Maize 2.87 860.21 1,052.84 779.46
Mustard 1,799.81 47.04 70.50 -
Sunflower 65.87 11.78 16.26 -
0.37
Flower Seeds
Marigold 82.88 164.92 93.58 49.95
TOTAL 5,133.24 6,905.17 6,106.47 4,690.43
Annexure - II.2
Restated Statement of Other income
(Amount in Lacs)
For the year ended For the year ended
Particulars
30/09/2025 31.03.2025 31.03.2024 31.03.2023
Profit on sale of fixed assets - - 2.01 -
Other Income - - 0.13 0.11
Interest on Income Tax 0.66 - - -
TOTAL 0.66 - 2.14 0.11
246Annexure - II.3
Restated Statement of Cost of materials consumed
(Amount in Lacs)
For the year For the year ended
Particulars
ended 30/09/2025 31.03.2025 31.03.2024 31.03.2023
Purchase costs of materials consumed (net of returns) 2,602.29 3,020.39 2,192.84 1,525.20
Cost of materials consumed 2,602.29 3,020.39 2,192.84 1,525.20
Annexure - II.4
Restated Statement of Changes in inventories of finished goods and work-in-progress
(Amount in Lacs)
For the year ended For the year ended
Particulars
30/09/2025 31.03.2025 31.03.2024 31.03.2023
Inventories at the end of the year:
(a) Finished goods 2,488.22 1,899.84 1,444.06 1,496.00
(b) Work-in-progress - - - -
(c) Stock-in-trade - - - -
(d) Waste - - - -
2,488.22 1,899.84 1,444.06 1,496.00
Inventories at the beginning of the year:
(a) Finished goods 1,899.84 1,444.06 1,496.00 1,572.78
(b) Work-in-progress - - - -
(c) Stock-in-trade - - - -
(d) Waste - - - -
1,899.84 1,444.06 1,496.00 1,572.78
Net (increase)/ decrease (588.39) (455.78) 51.94 76.78
Annexure - II.5
Restated Statement of Employee benefits expense
(Amount in Lacs)
For the year For the year ended
Particulars ended
31.03.2025 31.03.2024 31.03.2023
30/09/2025
(a) Salaries and wages 535.05 977.27 882.07 811.44
(b) Incentives - 1.00 156.47 11.79
(c) Contributions to Provident and other funds 15.75 31.48 29.66 28.44
(d) Gratuity Expense 16.90 16.16 10.65 3.46
(e) Perquisite to directors - 0.66 4.86 4.86
TOTAL 567.70 1026.57 1083.70 859.99
Annexure - II.6
Restated Statement of Finance costs
(Amount in Lacs)
For the year ended
Particulars For the year ended 30/09/2025
31.03.2025 31.03.2024 31.03.2023
Interest Expense
- Term Loans 21.14 14.98 10.68 15.37
- Cash Credits 51.89 53.80 58.07 35.16
- Others 6.59 - 1.59 1.18
Bank Charges 3.59 2.34 2.06 21.44
TOTAL 83.22 71.12 72.39 73.15
247Annexure - II.7
Restated Statement of Other expenses
(Amount in Lacs)
For the For the year For the For the
Particulars period ended ended year ended year ended
30/09/2025 31/03/2025 31/03/2024 31/03/2023
(A) OPERATING/MANUFACTURING
EXPENSES
R&D Expenses 47.20 84.19 62.17 80.86
Chemical Expenses 21.31 17.51 13.90 18.42
DNA Test Expenses 10.49 16.23 15.18 17.05
Packing material consumed 91.14 136.93 126.86 150.39
Trail Expenses 0.92 2.35 2.78 2.49
Trail Seed Purchase Cost 0.94 0.90 1.15 0.90
Carriage Inwards 5.23 7.18 7.08 6.17
Cold Storage Expenses 23.69 8.54 4.70 3.74
Field Labor Charges 148.89 250.22 210.56 187.92
Production Expenses - - 2.21 -
Processing Charges 24.34 8.77 8.87 22.65
Total (A) 374.15 532.82 455.46 490.59
(B) ADMINISTRATION EXPENSES
Insurance Expenses 16.36 40.71 37.67 38.11
Office Expenses 67.20 67.68 44.01 46.62
Bad debts - 0.72 8.57 1.19
Rent Expenses 9.92 28.02 31.13 35.17
Travelling Expenses 352.89 464.89 389.37 306.48
Event and Conference Expenses 18.73 21.19 9.20 13.45
Firm PT Expenses 0.11 0.12 0.12 0.05
QA Expenses 12.85 20.22 11.03 3.42
Telephone & Internet Expenses 0.03 - - 0.10
Vehicle maintainance 6.81 11.51 10.97 5.64
Sitting Fees 0.75 - - -
NSDL & CDSL Expenses 0.21 0.78 - -
IPO Expenses 47.53 - -
Loan Processing Charges 35.95 15.03
Ineligible GST Expenses 9.35 9.17
Property Tax 1.66 - 1.03 -
Total (B) 532.83 727.56 543.11 450.23
(C) SALES AND DISTRIBUTION
EXPENSES
Promotion/Advertisement Expenses 78.83 160.61 196.38 98.92
Discount allowed 876.29 1,060.98 1,082.57 796.90
Godown Expenses - -
Transportation Expenses 96.80 117.74 101.22 100.67
Payment to auditors
Statutory audit - 2.50 1.20 0.80
Tax audit - 2.00 0.73 0.55
Total (C) 1,051.92 1,343.83 1,382.11 997.84
TOTAL 1,958.90 2,604.21 2,380.68 1,938.66
(Amount in Lacs)
(i) Payments to the auditors comprises
- As Auditors - 4.50 1.93 1.35
- Other services - - - -
248Annexure - II.8
Restated Statement of Earning Per Equity Share
(Amount in Lacs)
For the For the period till
period
Particulars 31.03.202
ended 31.03.2024 31.03.2023
5
30/09/2025
Before Exceptional Items
1.Net Profit after tax as per Statement of Profit and Loss 353.49 427.41 215.32 132.15
attributable to Equity Shareholders (Rs. in Lakhs)
2.Weighted Average number of equity shares [Original] 80,32,000 80,32,000 80,32,000 80,32,000
3. Weighted Average number of equity shares used as 80,32,000 80,32,000 80,32,000 80,32,000
denominator for calculating EPS
(After considering Bonus impact with retrospective effect)
4. Basic Earning per Share (On Face value of ₹ 5/- each) 4.35 5.32 2.68 1.65
5. Diluted Earning per Share (On Face value of ₹ 5/- each) 4.35 5.32 2.68 1.65
*Previous year numbers are adjusted for shares splits during the current year (refer note 5 of Annexure I.1).
ANNEXURE –V
Notes to the Re-stated Financial Statements:
A. Additional Information to the Financial Statements:
(Amount in Lacs)
For the period ended For the Year ended
Particulars
30/09/2025 31.03.2025 31.03.2024 31.03.2023
1. CIF Value of Imports
Raw Material - - - -
Traded Goods - - - -
Capital Goods/ Stores & Spare Parts - - - -
- - - -
2. Expenditure in Foreign Currency
In respect of Bank Charges/Interest on -
Foreign Currency - - -
Loan/ Buyers Credit
In respect of Foreign Travelling. - - - -
Container Freight - - - -
- - - -
3. Earnings in Foreign Currency
Exports (Freely convertible Currency) - - - -
Exports (in Indian Rupees)
Botswana - 3.65 4.09 0.29
TOTAL - 3.65 4.09 0.29
B. Disclosure Regarding Derivative Instruments and Unhedged Foreign Currency Exposure
(Amount in Lacs)
For the period ended For the year ended
Disclosure of Unhedged Balances:
30/09/2025 31.03.2025 31.03.2024 31.03.2023
Trade payables:
In USD - - - -
In Euro - - - -
In INR - - - -
Trade Receivable
In USD - - - -
In GBP - - - -
In EURO - - - -
In INR - - - -
Trade payables (Payables for capital)
249In USD - - - -
In INR - - - -
Interest accrued but not due
In USD - - - -
In INR - - - -
C. Segment Information
In accordance with Accounting Standard-17 issued by the Institute of Chartered Accountants of India, the Company has
identified its business segment as "Manufacture and sale of Vegetable and Fruit seeds.". There are no other primary reportable
segments. The major and material activities of the company are restricted to only one geographical segment i.e. India, hence
the secondary segment disclosures are also not applicable.
D Additional regulatory information
(i) Details of crypto currency or virtual currency
The Company has neither traded nor invested in Crypto currency or Virtual Currency for the year ended on March 31, 2025 &
2024 & 2023. Further, the Company has also not received any deposits or advances from any person for the purpose of trading
or investing in Crypto Currency or Virtual Currency.
(ii) Undisclosed income
During the Period, the Company has not surrendered or disclosed as income any transactions not recorded in the books of
accounts in the course of tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant
provisions of the Income Tax Act, 1961).
(iii) Relationship with struck off companies
The Company does not have any transactions with the companies struck off under section 248 of the Companies Act, 2013 or
section 560 of the Companies Act, 1956 for the year ended on March 31, 2025, 2024 & 2023.
(iv) Compliance with numbers of layers of companies
The Company is in compliance with the number of layers of companies in accordance with clause 87 of Section 2 of the Act
read with the Companies (Restriction on number of Layers) Rules, 2017 for the year ended on March 31, 2025, 2024 & 2023.
(v) Utilisation of borrowed funds and share premium
For the year ended on March 31, 2025, 2024 & 2023, the Company has not advanced or loaned or invested funds (either
borrowed funds or share premium or kind of funds) to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall:
i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Company (Ultimate Beneficiaries) or
ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
For the year ended on March 31, 2025, 2024 & 2023, the Company has not received any fund from any person(s) or entity(ies),
including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company
shall:
i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (Ultimate Beneficiaries) or
ii) provide any guarantee, security, or the like on behalf of the ultimate beneficiaries.
(vii) The Company has not been declared Wilful Defaulter by any bank or financial institution or government or any
government authority.
(vii) No proceeding has been initiated nor pending against the company for holding any benami property under the Benami
Transactions (Prohibition) Act,1988 (45 of 1988) and rules made thereunder.
(viii) Title Deeds of Immovable Property Not Held in the Name of the Company
250This disclosure is not applicable, as all immovable properties disclosed in the financial statements are held in the name of the
Company. There are no immovable properties, the title deeds of which are not held in the name of the Company
(ix) Revaluation of Property, Plant and Equipment
During the year, the Company has not revalued any of its Property, Plant and Equipment. Accordingly, the carrying amounts
of Property, Plant and Equipment have been stated at historical cost less accumulated depreciation and impairment losses, if
any.
(x) The Company has borrowings from banks or financial institutions on the basis of security of current assets, it shall disclose
quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with
the books of accounts.
(xi) Registration of charges or satisfaction with Registrar of Companies
The Company does not have any charges or satisfactions which are yet to be registered with the Registrar of Companies beyond
the statutory period.
E Qualifications of the Statutory Auditors:
There were no auditor qualifications which required corrective adjustments, and which have not been given effect to in the
Restated Financial Statements.
F Material Regroupings:
Appropriate adjustments have been made in the restated summary statements of Assets and Liabilities, Profits and Losses and
Cash flows wherever required by reclassification of the corresponding items of income expenses assets and liabilities in order
to bring them in line with the groupings as per the audited financials of the Company for all the years prepared in accordance
with Schedule III and the requirements of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations 2018. The following tables signify material regroupings carried out in restated standalone financial
statements:
a. Reconciliation of Other Non-current Liabilities
Security deposits collected from the vendors who supply raw materials was inadvertently considered as other current liabilities
and trade payables, the same being in the nature of non-current based on the Company's estimate is now rectified and correctly
classified as Other non-current liabilities:
(Amount in Lacs)
For the Period Ended
Particulars
31.03.2024 31.03.2023
Other Non-current Liabilities as per Audited financial statements - -
Add/(Less): Security deposits reclassified as Other Non-current Liabilities 194.35 187.01
Other Non-current Liabilities as Restated 194.35 187.01
b. Reconciliation of Long-term Provisions
Provision for Gratuity was inadvertently not recorded in the AFS. The same is now rectified and long-term portion of the
provision of gratuity as per the actuarial valuation report is recorded as long-term provision as per the restated financial
statements.
(Amount in Lacs)
For the Period Ended
Particulars
31.03.2024 31.03.2023
Long term Provisions as per Audited financial statements - -
Add/(Less): Long term portion of Gratuity provision 81.81 73.61
Long term Provisions as Restated 81.81 73.61
c. Reconciliation of Short-term borrowings
Current portion of long-term loan borrowed by the company classified as other current liability in Audited Financial Statements
is restated as Short-term borrowings as the same is in the nature of borrowings.
(Amount in Lacs)
For the Period Ended
Particulars
31.03.2024 31.03.2023
Short term Borrowings as per Audited financial statements 407.89 472.23
Add/(Less): Current portion of long-term loan 40.85 58.83
251Short term borrowings as Restated 448.75 531.06
d. Reconciliation of Trade Payables
(i) Advance payments to creditors were grouped under trade payables in the Audited Financial Statements. However, as these
advances are in the nature of assets, they have now been reclassified as Short-Term Loans and Advances under current assets.
The corresponding amount of Trade Payables has been adjusted and restated to reflect the exclusion of these advances.
(ii) Advance payments received from debtors were grouped under trade payables in the Audited Financial Statements.
However, as these advances are in the nature of liabilities, they have now been reclassified as Advance from customers under
other current liabilities. The corresponding amount of Trade Payables has been adjusted and restated to reflect the exclusion of
these advances.
(iii) Provision for expenses were grouped under trade payables in the Audited Financial Statements. However, as these
provisions are in the nature of short-term provisions, they have now been reclassified and adjusted in the restated financial
statements.
(iv) Statutory liabilities like GST, PT and TDS in the nature of Duties and taxes were grouped under trade payables in the
Audited Financial Statements. However, as these liabilities are in the nature of Duties & taxes/Statutory liabilities, they have
now been reclassified as other current liabilities in the restated financial statements.
(Amount in Lacs)
For the Period Ended
Particulars
31.03.2024 31.03.2023
Trade Payables as per Audited financial statements 1,545.82 571.99
Add/(Less): Advances paid to creditors in the nature of asset - 72.62
Add/(Less): Advances received from debtors in the nature of liability (808.44) -
Add/(Less): Provision for expenses (81.88) (79.99)
Add/(Less): Duties & taxes/Statutory liabilities (7.83) (1.03)
Add/(Less): Security deposits - -
Trade Payables as Restated 647.67 563.59
e. Reconciliation of other current liabilities
(i) Current maturities of long-term borrowings in the nature of short-term borrowings were grouped under other current
liabilities in the Audited Financial Statements. However, the same is rectified and grouped under Short term borrowings in
restated financial statements.
(ii) Security deposits collected from the vendors who supply raw materials was inadvertently considered as other current
liabilities in the Audited financial statements, the same being in the nature of non-current based on the Company's estimate is
now rectified and correctly classified as Other non-current liabilities
(iii) Statutory liabilities like GST, PT and TDS in the nature of Duties and taxes were grouped under trade payables in the
Audited Financial Statements. However, as these liabilities are in the nature of Duties & taxes/Statutory liabilities, they have
now been reclassified as other current liabilities in the restated financial statements.
(iv) Advance payments received from debtors were grouped under trade payables in the Audited Financial Statements.
However, as the said liability are in the nature of advances, they have now been reclassified as Advance from customers under
other current liabilities.
(v) Advance payments received from customers were grouped under trade receivables in the Audited Financial Statements.
However, as these advances are in the nature of liabilities, they have now been reclassified as Advance from customers under
other current liabilities. The corresponding amount of Trade Receivables has been adjusted and restated to reflect the exclusion
of these advances.
(Amount in Lacs)
For the Period Ended
Particulars
31.03.2024 31.03.2023
Other current Liabilities as per Audited financial statements 256.86 264.17
Add/ (Less): Current maturities of Long-term borrowings (57.76) (72.19)
Add/ (Less): Security deposits reclassified as Other Non-current Liabilities (194.35) (187.01)
Add/ (Less): Duties & taxes/Statutory liabilities 7.83 1.03
252Add/ (Less): Advance payments received from debtors - 660.19
Add/ (Less): Advance payments received from customers 808.44 -
Other current liabilities as Restated 821.02 666.20
f. Reconciliation of Short-term provisions
(i) Provision for expenses were grouped under trade payables in the Audited Financial Statements. However, as these provisions
are in the nature of short-term provisions, they have now been reclassified and adjusted in the restated financial statements.
(ii) Provision for Gratuity was inadvertently not recorded in the AFS. The same is now rectified and long-term portion of the
provision of gratuity as per the actuarial valuation report is recorded as long term provision as per the restated financial
statements.
(iii) The Company had inadvertently not disclosed the provision of income tax under short term provisions in its AFS. However,
the same has been corrected and disclosed in Restated financial statements.
(Amount in Lacs)
For the Period Ended
Particulars
31.03.2024 31.03.2023
Short term provisions as per Audited financial statements - -
Add/(Less): Provision for expenses 81.88 79.99
Add/(Less): Current portion of Gratuity provision 7.56 5.11
Add/(Less): Provision towards income tax 89.67 56.51
Short term provisions as Restated 179.12 141.61
g. Reconciliation of Property, Plant & Equipment
(i) The company had inadvertently charged depreciation from the year of incorporation as per the Income Tax Act, 1961.
However, this has been corrected, and depreciation is now booked as per the Companies Act, 2013. The adjustment has been
made to the opening reserves and surplus for the period prior year to the 1st April 2022. The depreciation for the financial years
2022-23, and 2023-24 has been corrected and charged to the profit and loss account of the respective years and restated the
Property plant and equipment in the restated financials statements.
(ii) Amount paid towards acquisition of land was inadvertently lying as short-term loans and advances in the AFS. However,
the land was registered in the name of the Company before FY 2021-22 and accordingly, the same is adjusted in the opening
balance of the restated financials statements.
(iii) The Company had inadvertently not recognised profit on sale of fixed assets in the Audited financial statements. However,
the same has been rectified and recognised in the restated financial statements.
(Amount in Lacs)
For the Period Ended
Particulars
31.03.2024 31.03.2023
Property, Plant & Equipment as per Audited financial statements 354.00 146.14
1. Add/ (Less): Adjustment of Depreciation on Plant and machinery (0.84) (0.53)
2. Add/ (Less): Adjustment of Depreciation on Electrical Fittings (0.27) (0.10)
3. Add/ (Less): Adjustment of Depreciation on Vehicles (15.91) (9.55)
4. Add/ (Less): Adjustment of Depreciation on Air Conditioners/ Coolers (0.14) (0.12)
5. Add/ (Less): Adjustment of Depreciation on Furniture & Fixtures (1.72) (0.40)
6. Add/ (Less): Adjustment of Depreciation on Computers & Software (0.07) 0.00
7. Add/ (Less): Adjustment of opening balance towards depreciation (37.31) (37.31)
8. Add/ (Less): Adjustment towards capitalisation of land - 21.31
9. Add/ (Less): Profit on sale of Fixed Assets 5.10 3.10
10. Add/ (Less): Adjustment towards Interest on Capex Loan 5.51 -
Property, Plant & Equipment as Restated 308.35 122.53
h. Reconciliation of Deferred Tax Assets
The Company had inadvertently not created any provision towards deferred tax from the year of incorporation. However, this
has been corrected and the adjustment has been made to the opening reserves and surplus for the period prior year to the 1st
April 2022. The deferred tax asset for the financial years 2022-23, and 2023-24 has been corrected and charged to the profit
and loss account of the respective years and recognized the Deferred Tax Assets.
(Amount in Lacs)
253For the Period Ended
Particulars
31.03.2024 31.03.2023
Deferred Tax Assets as per Audited financial statements - -
Add/ (Less): Adjustment of Deferred tax provision 42.28 37.02
Deferred Tax Assets as Restated 42.28 37.02
i. Reconciliation of Other Non-current Assets
(i) Security deposits like Rental deposits and other deposits paid was inadvertently considered as short-term loans and advances
in the Audited financial statements, the same being in the nature of non-current assets based on the Company's estimate is now
rectified and correctly classified as Other non-current Assets
(Amount in Lacs)
For the Period Ended
Particulars
31.03.2024 31.03.2023
Other non-current assets as per Audited financial statements - -
Add/ (Less): Adjustment of Security and other deposits 13.02 12.49
Other non-current assets as Restated 13.02 12.49
j. Reconciliation of Trade Receivables
(i) Advance payments received from debtors were grouped under trade receivables in the Audited Financial Statements.
However, as these advances are in the nature of liabilities, they have now been reclassified as Advance from customers under
other current liabilities. The corresponding amount of Trade Receivables has been adjusted and restated to reflect the exclusion
of these advances.
(ii) Advance payments made to vendors were grouped under trade receivables in the Audited Financial Statements. However,
as these payments are in the nature of advances, they have now been reclassified as Advance to suppliers under short term
loans and advances. The corresponding amount of Trade Receivables has been adjusted and restated to reflect the exclusion of
these advances.
(Amount in Lacs)
For the Period Ended
Particulars
31.03.2024 31.03.2023
Trade Receivables as per Audited financial statements 1,028.93 78.71
Add/ (Less): Adjustment of Advance payments received from debtors - 660.19
Add/ (Less): Adjustment of Advance payments made to suppliers (144.92) -
Trade Receivables as Restated 884.01 738.90
k. Reconciliation of Short-term loans and advances
(i) Advance payments made to vendors were grouped under trade receivables in the Audited Financial Statements. However,
as these payments are in the nature of advances, they have now been reclassified as Advance to suppliers under short term
loans and advances. The corresponding amount of Trade Receivables has been adjusted and restated to reflect the exclusion of
these advances.
(ii) Advance tax paid and TDS receivables were inadvertently not disclosed in the Audited financial statements. However, the
same has been rectified in the restated financial statements.
(iii) Security deposits like Rental deposits and other deposits paid was inadvertently considered as short-term loans and
advances in the Audited financial statements, the same being in the nature of non-current assets based on the Company's
estimate is now rectified and correctly classified as Other noncurrent Assets.
(iv) Advance payments to creditors were grouped under trade payables in the Audited Financial Statements. However, as these
advances are in the nature of assets, they have now been reclassified as Short-Term Loans and Advances under current assets.
The corresponding amount of Trade Payables has been adjusted and restated to reflect the exclusion of these advances.
(Amount in Lacs)
For the Period Ended
Particulars
31.03.2024 31.03.2023
Short term loans and advances as per Audited financial statements 49.75 57.27
Add/ (Less): Adjustment towards Advance payments made to suppliers 144.92 -
Add/ (Less): Adjustment towards Advance tax and TDS receivable 75.78 53.57
254Add/ (Less): Adjustment of Security and other deposits (13.02) (12.49)
Add/ (Less): Adjustment towards capitalization of land - (21.31)
Add/ (Less): Advances paid to creditors in the nature of asset - 72.62
Short term loans and advances as Restated 257.43 149.67
l. Reconciliation of Current Investments
In FY 2022-23, there was an opening balance of other investments appearing in the audited financial statements. However, the
Company had paid club membership fees of Directors which was inadvertently booked as other investments. The same being
in the nature of salary has been corrected and adjusted in opening reserves and surplus as on 1st April 2022.
m. Reconciliation of Revenue from Operations
Research and Development income which forms part of the company's operations was inadvertently classified as Other income
in the Audited financial statements. However, the same being in the nature of operating income is now correctly classified
under revenue from operations as operating income.
(Amount in Lacs)
For the Period Ended
Particulars
31.03.2024 31.03.2023
Revenue from operations as per Audited financial statements 6,106.47 4,690.43
Add/ (Less): Adjustment of Research and Development income 7.41 0.72
Revenue from operations as Restated 6,113.88 4,691.15
n. Reconciliation of Other Income
(i) Research and Development income which forms part of the company's operations was inadvertently classified as other
income in the Audited financial statements. However, the same being in the nature of operating income is now correctly
classified under revenue from operations as operating income.
(ii)The Company had inadvertently not recognised profit on sale of fixed assets in the Audited financial statements. However,
the same has been rectified and recognised in the restated financial statements.
(iii) The Company had inadvertently recognised return of advances given for Travelling Expenses as other income in the
Audited financial statements. However, the same has been rectified and recognised in the restated financial statements.
(Amount in Lacs)
For the Period Ended
Particulars
31.03.2024 31.03.2023
Other Income as per Audited financial statements 8.89 0.83
Add/ (Less): Adjustment of Research and Development income (7.41) (0.72)
Add/ (Less): Profit on sale of Fixed Assets 2.01 -
Add/ (Less): Advances for Travelling Expenses returned inadvertently considered as other
(1.35) -
income
Other Income as Restated 2.14 0.11
o. Reconciliation of Employee Benefit Expense
The Company had inadvertently not created any provision towards Gratuity from the year of incorporation. However, the same
has been corrected and Gratuity is booked as per the Actuarial report obtained. Consequently, provision towards gratuity
related to years prior to the FY 2021-22 has been adjusted in opening reserves and surplus as on 1st April 2022 and in relation
to the FY 2022-23 and 2023-24 is charged to the profit and loss account in the restated financial statements.
(Amount in Lacs)
For the Period Ended
Particulars
31.03.2024 31.03.2023
Employee Benefits Expenses as per Audited financial statements 1,068.20 851.67
Add/ (Less): Adjustment towards Gratuity 10.65 3.46
Employee Benefit Expenses as Restated 1,078.85 855.13
p. Reconciliation of Depreciation and Amortisation
The company had inadvertently charged depreciation from the year of incorporation as per the Income Tax Act, 1961. However,
this has been corrected, and depreciation is now booked as per the Companies Act, 2013. The adjustment has been made to the
opening reserves and surplus for the period prior year to the 1st April 2022. The depreciation for the financial years 2022-23,
and 2023-24 has been corrected and charged to the profit and loss account of the respective years.
255(Amount in Lacs)
For the Period Ended
Particulars
31.03.2024 31.03.2023
Depreciation as per Audited financial statements 28.07 23.25
Add/ (Less): Adjustment towards Depreciation 8.25 10.70
Depreciation and Amortization as Restated 36.32 33.95
q. Reconciliation of Finance Cost
(i) The Company had inadvertently debited the reserves and surplus for the interest on income tax expense incurred. However,
the same has been corrected and charged to the profit and loss account for the respective years.
(ii) The Company had inadvertently debited the Profit and loss account for the interest of capex loan incurred on building
construction during the FY 2023-24. However, the same has been corrected and capitated to the Building under construction
grouped under Capital Work-in Progress.
(Amount in Lacs)
For the Period Ended
Particulars
31.03.2024 31.03.2023
Finance Costs as per Audited financial statements 76.31 71.97
Add/ (Less): Adjustment towards Interest on income tax 1.59 1.18
Add/ (Less): Adjustment towards Interest on Capex Loan (5.51) -
Finance Costs as Restated 72.39 73.15
G Material Adjustments in Restated Profit & Loss Account:
Appropriate adjustments have been made in the restated financial statements, whenever required, by reclassification of the
corresponding items of assets, liabilities and cash flow statement, in order to ensure consistency and compliance with
requirement of Schedule III and Accounting Standards.
i). Reconciliation of Opening Reserves & Surplus as on 1st April, 2022
a. Adjustment to Salary expenses of earlier year
In FY 2022-23, there was an opening balance of other investments appearing in the audited financial statements. However, the
Company had paid club membership fees of Directors which was inadvertently booked as other investments. The same being
in the nature of salary has been corrected and adjusted in opening reserves and surplus as on 1st April 2022.
b. Adjustment of Depreciation on Plant and machinery
The Company had inadvertently charged the depreciation from the year of incorporation as per the Income tax Act, 1961.
However, the same has been corrected and depreciation is booked as per Companies Act,2013 by making a deduction of the
said amount in the Plant and machinery. Consequently, depreciation related to the period prior to FY 2022-23 being Rs. 4.26
Lakhs being prior period expense i.e., for the years 2016-17 to 2021-22 is adjusted in the opening reserves as on 1st April 2022.
c. Adjustment of Depreciation on Electrical Fittings
The Company had inadvertently charged the depreciation from the year of incorporation as per the Income tax Act, 1961.
However, the same has been corrected and depreciation is booked as per Companies Act,2013 by making a deduction of the
said amount in the Electrical Fittings. Consequently, depreciation related to the period prior to FY 2021-22 being Rs. 0.05
Lakhs being prior period expense i.e., for the years 2016-17 to 2021-22 is adjusted in the opening reserves as on 1st April 2022.
d. Adjustment of Depreciation on Vehicles
The Company had inadvertently charged the depreciation from the year of incorporation as per the Income tax Act, 1961.
However, the same has been corrected and depreciation is booked as per Companies Act,2013 by making a deduction of the
said amount in the Vehicles. Consequently, depreciation related to the period prior to FY 2022-23 being Rs. 27.07 Lakhs being
prior period expense i.e., for the years 2016-17 to 2021-22 is adjusted in the opening reserves as on 1st April 2022.
e. Adjustment of Depreciation on Air Conditioners/ Coolers
The Company had inadvertently charged the depreciation from the year of incorporation as per the Income tax Act, 1961.
However, the same has been corrected and depreciation is booked as per Companies Act,2013 by making a deduction of the
said amount in the Air conditioners/coolers. Consequently, depreciation related to the period prior to FY 2022-23 being Rs. 2
Lakhs being prior period expense i.e., for the years 2016-17 to 2021-22 is adjusted in the opening reserves as on 1st April 2022.
f. Adjustment of Depreciation on Furniture & Fixtures
256The Company had inadvertently charged the depreciation from the year of incorporation as per the Income tax Act, 1961.
However, the same has been corrected and depreciation is booked as per Companies Act,2013 by making a deduction of the
said amount in the Furniture & Fixtures. Consequently, depreciation related to the period prior to FY 2022-23 being Rs. 3.38
Lakhs being prior period expense i.e., for the years 2016-17 to 2021-22 is adjusted in the opening reserves as on 1st April 2022.
g. Adjustment of Depreciation on Computers & Software’s
The Company had inadvertently charged the depreciation from the year of incorporation as per the Income tax Act, 1961.
However, the same has been corrected and depreciation is booked as per Companies Act,2013 by making a deduction of the
said amount in the Computers & Software. Consequently, depreciation related to the period prior to FY 2022-23 being Rs. 0.54
Lakhs being prior period expense i.e., for the years 2016-17 to 2021-22 is adjusted in the opening reserves as on 1st April 2022.
h. Adjustment of Provision of Gratuity
The Company had inadvertently not created any provision towards Gratuity from the year of incorporation. However, the same
has been corrected and Gratuity is booked as per the Actuarial report obtained. Consequently, provision of gratuity related to
the period prior to FY 2022-23 being Rs. 75.27 Lakhs being prior period expense i.e., for the years 2016-17 to 2021-22 is
adjusted in the opening reserves as on 1st April 2022.
i. Adjustment of Income tax provision
The Company had inadvertently not created any provision towards income tax for the FY 2021-22. However, the same has
been corrected and the provision for income tax for the FY 2021-22 being Rs. 47.87 Lakhs is adjusted in the opening reserves
as on 1st April 2022.
j. Adjustment of Deferred tax provision
The Company had inadvertently not created any provision towards deferred tax from the year of incorporation. However, the
same has been corrected and the provision for deferred tax asset till the FY 2021-22 being Rs. 33.08 Lakhs on account of
adjustment of depreciation and gratuity provision related to FY 2016-17 to FY 2021-22 is adjusted in the opening reserves as
on 1st April 2022.
h. Adjustment of Profit on sale of fixed assets
The Company had inadvertently not recognised profit on sale of fixed assets in the Audited financial statements pertaining to
the FY 2021-22. However, the same has been rectified and recognised in the opening reserves as on 1st April 2022 in the
restated financial statements.
i. Adjustment of Interest on income tax expense
The Company had inadvertently debited the reserves and surplus for the interest on income tax expense incurred during the
FY 2021-22. However, the same has been corrected and recognised in the opening reserves as on 1st April 2022 in the restated
financial statements.
Statement of Adjustments in the financial statements
(Amount in Lacs)
Particulars Amount. Amount.
Reserve & Surplus as per Audited Standalone Financial Statements as on 1st April, 2022 339.97
a. Add/ (Less): Adjustment to Salary expenses of earlier year (1.47)
b. Add/ (Less): Adjustment of Depreciation on Plant and machinery (4.27)
c. Add/ (Less): Adjustment of Depreciation on Electrical Fittings (0.05)
d. Add/ (Less): Adjustment of Depreciation on Vehicles (27.07)
e. Add/ (Less): Adjustment of Depreciation on Air Conditioners/ Coolers (2.00)
f. Add/ (Less): Adjustment of Depreciation on Furniture & Fixtures (3.38)
g. Add/ (Less): Adjustment of Depreciation on Computers & Software (0.54)
h. Add/ (Less): Adjustment of Provision of Gratuity (75.27)
i. Add/ (Less): Adjustment of Income tax provision (47.87)
j. Add/ (Less): Adjustment of Deferred tax provision 33.08
h. Add/ (Less): Profit on sale of Fixed Assets 3.10
i. Add/ (Less): Adjustment of Interest on income tax expense (0.46) (126.19)
Opening Reserves & Surplus (Restated) 213.78
Statement of Adjustments in the financial statements
(Amount in Lacs)
257Particulars For the For the Period Ended
period
ended 31.03.2025 31.03.2024 31.03.2023
30/09/2025
Net Profit After Tax and Extraordinary items as per audited accounts
349.58 427.41 235.34 145.30
but before Adjustments: (A)
1. Add/ (Less): Adjustment of Depreciation on Plant and machinery - - (0.30) (0.53)
2. Add/ (Less): Adjustment of Depreciation on Electrical Fittings - - (0.16) (0.10)
3. Add/ (Less): Adjustment of Depreciation on Vehicles - - (6.36) (9.55)
4. Add/ (Less): Adjustment of Depreciation on Air Conditioners/ Coolers - - (0.02) (0.12)
5. Add/ (Less): Adjustment of Depreciation on Furniture & Fixtures - - (1.33) (0.40)
6. Add/ (Less): Adjustment of Depreciation on Computers & Software - - (0.07) 0.00
7. Add/ (Less): Adjustment of Interest on income tax expense - - (1.59) (1.18)
8. Add/ (Less): Adjustment of Provision of Gratuity - - (10.65) (3.46)
9. Add/ (Less): Adjustment of Income tax provision - - (12.31) (1.75)
10. Add/ (Less): Adjustment of Deferred tax provision - - 5.26 3.94
11. Add/ (Less): Profit on sale of Fixed Assets - - 2.01 -
12. Add/ (Less): Adjustment towards Interest on Capex Loan - - 5.51 -
Profit After Tax as per Restated 349.58 427.41 215.32 132.14
(Amount in Lacs)
For the period ended As at
Particulars
30/09/2025
31-03-2025 31.03.2024 31.03.2023
Balance of Equity (Net worth) as per Audited
1309.23 959.65 640.34 537.93
Financial Statement
Adjustment on account of Opening Gratuity - -
- (75.27)
Provision
Adjustment related to Profit and Loss account - - (20.02) (15.73)
Other Adjustments (Adjustment in Opening -
- (88.08) -
R&S Balance)
Balance of Equity (Net worth) as per
1309.23 959.65 532.25 446.93
Restated Financial Statement
Note on Restatements: -
Adjustment of Depreciation:
The company had inadvertently charged depreciation from the year of incorporation as per the Income Tax Act, 1961. However,
this has been corrected, and depreciation is now booked as per the Companies Act, 2013. The adjustment has been made to the
opening reserves and surplus for the period prior year to the 1st April 2022. The depreciation for the financial years 2022-23,
and 2023-24 has been corrected and charged to the profit and loss account of the respective years.
Adjustment of interest on income tax expense
The Company had inadvertently debited the reserves and surplus for the interest on income tax expense incurred. However,
the same has been corrected and charged to the profit and loss account for the respective years.
Adjustment of Income tax provision
The Company had inadvertently not created any provision towards income tax for the FY 2021-22. However, the same has
been corrected and the provision for income tax for the FY 2021-22 being Rs. 47.87 Lakhs is adjusted in the opening reserves
as on 1st April 2022.
Adjustment of Deferred tax provision
The Company had inadvertently not created any provision towards deferred tax from the year of incorporation. However, the
same has been corrected and the provision for deferred tax asset till the FY 2021-22 being Rs. 33.08 Lakhs on account of
adjustment of depreciation and gratuity provision related to FY 2016-17 to FY 2021-22 is adjusted in the opening reserves as
on 1st April 2022.
Adjustment of Profit on sale of fixed assets
258The Company had inadvertently not recognised profit on sale of fixed assets in the Audited financial statements. However, the
same has been rectified and recognised in the restated financial statements.
Adjustment of Interest on Capex Loan
The Company had inadvertently debited the Profit and loss account for the interest of capex loan incurred on building
construction during the FY 2023-24. However, the same has been corrected and capitalized to the Building under construction
grouped under Capital Work-in Progress.
H. Details of dues to Micro and Small Enterprises as defined under the MSMED Act, 2006
Based on the information available with the Company in respect of MSME (as defined in the Micro, Small and Medium
Enterprises Development Act, 2006) there are no delays in payment of dues to such enterprise during the year.
The identification of Micro, Small and Medium Enterprises Suppliers as defined under “The Micro, Small and Medium
Enterprises Development Act, 2006” is based on the information available with the management. As certified by the
management, the amounts overdue as on March 31, 2025, 2024 & 2023 to Micro, Small and Medium Enterprises on account
of principal amount together with interest, aggregate to Rs. Nil.
I. Other figures of the previous years have been regrouped/ reclassified and/ or rearranged wherever necessary.
II. The balance of Sundry Creditors, Sundry Debtors, Loans Advances, Unsecured Loans, and Current Liabilities are subject
to confirmation and reconciliation.
I. As required under SEBI (ICDR) Regulations, the statement of assets and liabilities has been prepared after deducting the
balance outstanding on revaluation reserve account from both fixed assets and reserves and the net worth arrived at after such
deductions.
J. Corporate Social Responsibility:
Corporate Social Responsibility (CSR) is not applicable to the Company and hence details not provided.
K. Trade Receivables, Trade Payables, Borrowings, Loans & Advances and Deposits
Balances of Trade Receivables, Trade Payables, Borrowings and Loans & Advances and Deposits are subject to confirmation.
L Re-grouping/re-classification of amounts
The figures have been grouped and classified wherever they were necessary.
M Examination of Books of Accounts & Contingent Liability
The list of books of accounts maintained is based on information provided by the assessee and is not exhaustive. The
information in audit report is based on our examination of books of accounts presented to us at the time of audit and as per the
information and explanation provided by the assessed at the time of audit.
N. Deferred Tax Asset/ Liability: [AS-22]
The company has created Deferred Tax Asset/ Liability as required by Accounting Standard (AS) - 22.
O. Disclosure under AS - 15 Employee Benefits
The Company has accounted for Long Term employee Benefits based on Actuarial Valuation report.
Assumption used by Actuarial for Gratuity Provision
As on 31.03
Particulars As on 31.03 2025 As on 31.03 2024 As on 31.03 2023
2025
Discount Rate 6.70% 6.75% 7.20% 7.45%
Expected Return on Plan Assets Not Applicable Not Applicable Not Applicable Not Applicable
Salary Growth Rate 10.00% 10.00% 10.00% 10.00%
Attrition Rate 8.00% 8.00% 8.00% 8.00%
Mortality Rate Indian Assured
Lives Mortality Indian Assured Indian Assured Indian Assured
(2012-14) Lives Mortality Lives Mortality Lives Mortality
Table (2012-14) Table (2012-14) Table (2012-14) Table
259Number of Employees 158 143 128 119
Total Monthly Salary 34.22 29.35 28.01 27.09
Average Monthly Salary 0.22 0.21 0.22 0.23
Average Age (Years) 37.69 37.66 37.46 36.88
Average Past Service (Years 4.46 4.54 4.39 4.13
Average Future Service (Years) 24.31 24.34 24.54 25.12
Weighted Average Duration (Years) 9.59 9.62 9.54 9.69
(Source: Based on Valuation report of Kapadia Global Actuaries dated 12th May, 2025)
P. The Company has not Advanced any loans or advances in the nature of loans to specified persons viz. promoters, Directors,
KMPs, related parties; which are repayable on demand or where the agreement does not specify any terms or period of
repayment.
Q. The Company has utilised funds raised from borrowings from banks and financial institutions for the specific purposes for
which they were taken.
ANNEXURE –VI
Statement of Accounting & Other Ratios, As Restated
(Amount in Lacs)
Particulars 30.09.2025 31.03.2025 31.03.2024 31.03.2023
Net Profit as Restated (A) 349.58 427.41 215.32 132.15
Add: Depreciation 47.70 69.63 36.32 33.95
Add: Interest on Loan 79.63 68.78 70.34 51.71
Add: Income Tax/ Deferred Tax 113.45 144.20 82.83 51.39
Less: Other Income (0.66) - (2.14) (0.11)
EBITDA 589.70 710.02 402.66 269.09
EBITDA Margin (%) 11.49% 10.28% 6.59% 5.74%
Net Worth as Restated (B) 1309.23 959.65 532.25 446.93
Return on Net worth (%) as Restated (A/B) 26.70% 44.54% 40.46% 29.57%
Equity Share at the end of year (in Nos.) (C) 80,32,000 80,32,000 80,32,000 80,32,000
Weighted No. of Equity Shares (Post-Bonus) (E)
80,32,000 80,32,000 80,32,000 80,32,000
(after considering Bonus Impact with retrospective effect)
Basic & Diluted Earnings per Equity Share as 4.35 5.32 2.68 1.65
Restated after considering Bonus Impact with
retrospective effect (A/E)
Net Asset Value per Equity share as Restated (B/C) 16.30 11.95 6.63 5.56
Net Asset Value per Equity share as Restated after 16.30 11.95 6.63 5.56
considering Bonus Impact with retrospective effect
(B/E)
Note:
EBITDA Margin = EBITDA/ Total Revenues
Earnings per share (₹) = Profit available to equity shareholders/ Weighted No. of shares outstanding at the end of the year
Return on Net worth (%) = Restated Profit after taxation/ Net worth x 100
Net asset value/Book value per share (₹) = Net worth/ No. of equity shares
The Company does not have any revaluation reserves or extra-ordinary items.
The Company issued 15,06,000 equity shares as fully paid bonus shares in the ratio of 3:5 in financial year 2022-23 by way of
capitalisation of free reserves with record date and allotment being done on 09.03.2023
(The remainder of this page has been intentionally left blank)
260ANNEXURE –VII
Statement of Analytical Ratios, As Restated
(Amount in Lacs)
Sr. As at As at As at As at
Ratio Comments
No. 30.09.2025 31.03.2025 31.03.2024 31.03.2023
Current Assets 5,439.80 4,117.56 2,703.88 2,488.35
Current Liabilities 3,671.00 3,209.14 2,096.57 1,902.45 Variation is
1
Current Ratio 1.48 1.28 1.29 1.31 less than 25%
Variation NA* -0.51% -1.40% -2.23%
Total Debt (Short Term + Long 2,544.26
1,190.19 611.32 581.47
Term)
The variation
Equity 1,309.23 959.65 532.25 446.93
is due to
Debt-Equity Ratio 1.94 1.24 1.15 1.30
increase in
NA*
loan which is
in turn due to
2 obtaining
working
Variation 7.98% -11.72% 68.92% capital
Overdraft
loan from FY
2022-23.
Earnings available for debt service 589.70 710.03 402.66 269.09 The variation
Debt Service 138.50 109.63 127.57 141.15 is due to
3
Debt Service Coverage Ratio 4.26 6.48 3.16 1.91 increase in
Variation NA* 105.19% 65.57% -83.98% profits
Net Profits after taxes – Preference 349.58
4 427.41 215.32 132.15 The variation
Dividend (if any)
is due to
Average Shareholder’s Equity 1,134.44 745.95 489.59 510.44
increase in
Return on Equity (ROE) (%) 30.81% 57.30% 43.98% 25.89%
profits
Variation NA* 30.28% 69.88% 22.72%
5 Sales 5,133.79 6,907.75 6,113.88 4,691.15 The variation
Average Inventory 2,194.03 1,671.95 1,470.03 1,534.39 is due to
Inventory Turnover Ratio 2.34 4.13 4.16 3.06 increase in
NA* Sales
resulting in
Variation -0.66% 36.03% -0.15% increase in
inventory
turnover
6 Net Credit Sales 5,133.79 6,907.75 6,113.88 4691.15
Average Accounts Receivable 2,194.03 1,092.48 811.46 678.49 Variation is
Trade receivables turnover ratio 2.34 6.32 7.53 6.91 less than 25%
Variation NA* -16.08% 8.97% -11.69%
Net Credit Purchases (Purchase + 2,602.29 The variation
7 3,020.39 2,192.84 1,525.20
Other Expenses) is due to
Average Trade Payables 1,413.78 975.03 605.62 623.88 increase in
1.84 Sales
resulting in
Trade payables turnover ratio 3.10 3.62 2.44
increase in
purchases
Variation NA* -14.45% 48.11% -57.91%
8 Net Sales 5,133.79 6,907.75 6,113.88 4,691.15 The variation
Average Working Capital 1,338.62 757.87 596.61 591.31 is due to
261Net Working Capital turnover 3.84 increase in
9.11 10.25 7.93
ratio Sales
NA* resulting in
increase in
Variation -11.06% 29.17% 15.79%
working
capital
9 Net Profit 349.58 427.41 215.32 132.15 The variation
Net Sales 5,133.79 6,907.75 6,113.88 4,691.15 is due to
Net profit ratio (%) 6.81% 6.19% 3.52% 2.82% increase in
NA* Sales
resulting in
Variation 75.68% 25.02% 5.48%
increase in
net profit
Earnings before interest and taxes 542.00 The variation
10 640.40 366.35 235.14
(EBIT) is due to
Average Capital Employed 3,001.66 1646.70 1085.98 1022.22 increase in
Return on capital employed 18.06% Sales
38.89% 33.73% 23.00%
(ROCE)(%) resulting in
NA* increase in
Variation 15.28% 46.65% 17.87% Operating
Profit
11 Return on investments (%) NA NA NA NA
*Note: - The ratios for the period ended 30 September 2025 are not directly comparable to those for the year ended 31 March
2025; accordingly, the percentage variations have not been presented.
ANNEXURE –VIII
Statement of Capitalization, As Restated
(Amount in Lacs)
Particulars Pre-Issue Post Issue
Debt:
Long Term Debt 909.92 [●]
Short Term Debt 1,634.34 [●]
Total Debt 2,544.26 [●]
Shareholders’ Funds
Equity Share Capital 401.60 [●]
Reserves and Surplus 907.63 [●]
Total Shareholders’ Funds 1,309.23 [●]
Long Term Debt/ Shareholders’ Funds 0.69 [●]
Total Debt/ Shareholders Fund 1.94 [●]
ANNEXURE -IX
Statement of Tax Shelter, As Restated
(Amount in Lacs)
Particulars 30.09.2025 31.03.2025 31.03.2024 31.03.2023
Profit Before Tax as per books of accounts (A) 463.03 571.62 298.15 183.54
Normal Tax rate 25.17% 25.17% 27.82% 27.82%
Minimum Alternative Tax rate*
Permanent differences
Other adjustments
Interest on Income tax - - 1.59 1.18
Profit on sale of fixed assets - - (2.01)
Prior Period Item - - - -
Total (B) - - (0.42) 1.18
Timing Differences
Depreciation as per Books of Accounts 47.70 69.63 36.32 33.95
262Depreciation as per Income Tax 31.00 60.26 28.07 23.25
Difference between tax depreciation and book
16.70 9.37 8.25 10.70
depreciation
Other adjustments
Gratuity Provision allowable on payment basis - 16.16 10.65 3.46
TDS Disallowance-Fees for professional or
- 1.35 - -
technical services
Employees contribution to PF/ESI etc. paid after
prescribed date - Section 36(1) (va)
Deduction under chapter VI-A
Total (C) 16.70 26.88 18.89 14.16
Net Adjustments (D = B+C) 16.70 26.88 18.47 15.34
Total Income (E = A+D) 479.73 598.48 316.62 198.88
Brought forward losses set off (Depreciation) - - - -
Tax effect on the above (F) - - - -
Taxable Income/ (Loss) for the year/period
479.73 598.48 316.62 198.88
(E+F)
Tax Payable for the year 120.74 150.63 88.08 55.33
Tax payable as per MAT - - - -
Tax expense recognised 120.74 150.63 88.08 55.33
Tax payable as per normal rates or MAT
Income Tax Income Tax Income Tax Income Tax
(whichever is higher)
*MAT provisions do not apply to companies that have opted for concessional tax regimes under section 115BAA (22% rate
for domestic companies) hence not mentioned
ANNEXURE –X
Statement of Related Party & Transactions:
List of Related Parties where Control exists and Relationships:
Sr. No Name of the Related Party Relationship
1 Honnebagi Nagappa Devakumar Managing Director and Chairman
2 Beeranahalli Hemlanaik Devasinghnaik Chief Executive Officer (KMP)
3 Dharanendra Halappa Gouda Whole Time Director (KMP)
4 Venkataramana Ramalingam Chief Finance Officer (KMP)
5 Anil Karalamangala Narasimhamurthy Whole Time Director (KMP)
6 Suma Nagesh Uppin Director
7 Balappa Basappa Madalageri Director
8 Ramachandra Subbanna Giddi Director
9 Bobby Seth Company Secretary (KMP)
Entities in Which Significant Key Managerial Person
10 Unison Agri Services
Exercise Significant Influence
Transactions during the Year:
(Amount in Lacs)
For the For the year ended
period
Transactions during the year:
ended on 31.03.2025 31.03.2024 31.03.2023
30.09.2025
Purchases
Unison Agri Services (Sole Proprietorship) 1,020.79 1,621.12 1,119.71 842.07
Payment
Unison Agri Services (Sole Proprietorship) 934.00 1,045.60 1,026.00 877.00
Re imbursement of Expenses
Honnebagi Nagappa Devakumar 1.42 4.24 6.82 5.04
Beeranahalli Hemlanaik Devasinghnaik 1.89 5.59 9.92 6.55
Dharanendra Halappa Gouda 0.59 5.36 5.92 2.92
263Venkataramana Ramalingam 4.47 8.42 13.50 9.49
Anil Karalamangala Narasimhamurthy 1.20 5.85 6.88 2.84
Key Managerial Person's Remuneration
Honnebagi Nagappa Devakumar 26.22 48.38 43.44 37.22
Dharanendra Halappa Gouda 16.74 31.54 28.32 23.42
Anil Karalamangala Narasimhamurthy 26.22 48.38 43.44 37.22
Beeranahalli Hemlanaik Devasinghnaik-Chief Executive Officer 26.22 48.38 43.44 37.22
Venkataramana Ramalingam-Chief Finance Officer 26.22 48.38 43.44 37.22
Bobby Seth - 1.24 - -
Outstanding Balance at the end of the year
(Amount in Lacs)
As at As at As at As at
Outstanding Balance Receivables/ (Payable)
30.09.2025 31.03.2025 31.03.2024 31/03/2023
Trade payable
Unison Agri Services (Sole Proprietorship) 1,041.01 1,118.03 545.79 458.58
ANNEXURE –XI
Statement of Dividends
(Amount in Lacs)
For the For the Year ended
period
Particulars
ended 31.03.2025 31.03.2024 31.03.2023
30.09.2025
Class of Shares
Equity Shares of ₹ 5/- each (₹ 10/- each as on 31.03.2024 and on -
31.03.2023) - 130.00 150.00
Dividend Per Share - - 3.24 3.74
Rate of Dividend (%)
Interim Dividend - - - -
Final Dividend - - 32.37% 37.35%
ANNEXURE –XII
Changes in the Significant Accounting Policies
There have been no changes in the accounting policies of the company for the period covered under audit
ANNEXURE –XIII
Contingent Liabilities & Capital Commitment:
1. Claims against the Company (including unasserted claims) not acknowledged as debt:
(Amount in Lacs)
As at As at As at As at
Particulars
30.09.2025 31.03.2025 31.03.2024 31.03.2023
Claim against the company/disputed liabilities not
acknowledged as debts
Guarantees - - - -
Other money for which the company is contingently liable -
- - -
on account of letter of Credit/Bank Guarantee
Direct Tax (Income Tax) - - - -
Direct Tax (TDS) - - - -
Indirect Tax (Excise) - - - -
Indirect Tax (GST) - - - -
264(Amount in Lacs)
As at As at As at As at
Capital Commitment
30.09.2025 31.03.2025 31.03.2024 31.03.2023
Estimated number of contracts remaining to be -
- - -
executed on capital account and not provided for
Significant Components of Deferred Tax
(Amount in Lacs)
Particulars 30.09.2025 31.03.2025 31.03.2024 31.03.2023
Deferred Tax Asset
Expenses provided but allowable in Income tax on Payment basis 33.00 28.93 24.86 21.90
Difference between book depreciation and tax depreciation 22.99 19.77 17.42 15.12
Gross Deferred Tax Asset (A) 55.99 28.93 42.28 37.02
Deferred Tax Liability - - - -
Gross Deferred Tax Liability (B) - - - -
Net Deferred Tax Asset (A)-(B) 55.99 28.93 42.28 37.02
Earnings per share
Particulars 30.09.2025 31 03.2025 31 03 2024 31 03 2023
Profit for the year (In Rs) 3,49,57,589 4,27,40,525 2,15,32,119 1,32,14,718
Less: Dividend on Preference Shares (In Rs) - - - -
Profit attributable to equity shareholders (In Lakhs) 349.58 427.41 215.32 132.15
Weighted average number of Equity Shares 80,32,000 80,32,000 80,32,000 80,32,000
Earnings per share basic (Rs) 4.35 5.32 2.68 1.65
Earnings per share diluted (Rs) 4.35 5.32 2.68 1.65
Face value per equity share (Rs) 5 5 5 5
As required by Accounting Standard 20 issued by the ICAI, the reporting done in respect of Earning per share (EPS).
Earnings per share (If we assume Bonus Issued in April 2021)
Particulars 30.09.2025 31 03 2025 31 03 2024 31 03 2023
Profit attributable to equity shareholders (In Lakhs) 349.58 427.41 215.32 132.15
Weighted average number of Equity Shares 80,32,000 80,32,000 80,32,000 80,32,000
Earnings per share basic (Rs) 4.35 5.32 2.68 1.65
Earnings per share diluted (Rs) 4.35 5.32 2.68 1.65
Face value per equity share (Rs) 5 5 5 5
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265OTHER FINANCIAL INFORMATION
The audited financial statements of our Company for the financial year ended March 31, 2025, March 31, 2024 and March
31, 2023, and their respective Audit reports thereon (Audited Financial Statements) are available at www.unisem.in
Our Company is providing a link to this website solely to comply with the requirements specified in the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2018. The Audited Financial Statements
do not constitute, (i) a part of this Red Herring Prospectus; or (ii) Prospectus, a statement in lieu of a prospectus, an
advertisement, an offer or a solicitation of any offer or an offer document to purchase or sell any securities under the
Companies Act, 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations,
2018, or any other applicable law in India or elsewhere in the world. The Audited Financial Statements should not be
considered as part of information that any investor should consider subscribing for or purchase any securities of our Company
and should not be relied upon or used as a basis for any investment decision. Neither our Company, nor BRLM, nor any of
their respective employees, directors, affiliates, agents or representatives accept any liability whatsoever for any loss, direct
or indirect, arising from any information presented or contained in the Audited Financial Statements, or the opinions expressed
therein.
The accounting ratios required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations, 2018 are given
below:
September March 31, March 31, March 31,
Particulars
30, 2025 2025 2024 2023
Basic & Diluted Earnings per Share (Based in Weighted Average
4.35 5.32 2.68 1.65
Number of Shares) (in Rs)
Return on Net Worth (in %) 26.92% 44.54% 40.46% 29.57%
NAV per Equity Shares (Based on Actual Number of Shares) (in Rs) 16.35 11.95 6.63 5.56
NAV per Equity Shares (Based on Weighted Average Number of
16.35 11.95 6.63 5.56
Shares) (in Rs)
Earnings before Interest, tax, Depreciation and Amortisation (in lakhs) 589.70 710.02 402.66 269.09
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266CAPITALISATION STATEMENT
Capitalisation Statement as on September 30, 2025
(Amount in lakhs)
Particulars Pre-Issue Post Issue*
Total Borrowings
Long term borrowings 909.92
Short term borrowings 1,634.34
Total 2,544.26
Shareholders’ Funds
[●]
Equity Share Capital 401.60
Reserves and Surplus – as restated 907.63
Total Shareholders' Funds 1,309.23
Long term Debt/ shareholders’ fund 0.69
Total Debt/ shareholders’ fund 1.94
*The corresponding post issue figures are not determinable at this stage pending the completion of public issue and hence
have not been furnished
Notes:
• Short Term Borrowings represent which are expected to be paid/ payable within 12 months and includes instalment of
term loans repayable within 12 months.
• Long Term Borrowings represent debts other than Short Term Borrowings as defined above but excludes instalment of
term loans repayable within 12 months grouped under other current liabilities.
• The figures disclosed above are based on Restated statement of Assets and liabilities of the Company as at March 31,
2025.
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267STATEMENT OF FINANCIAL INDEBTEDNESS
Our Company avails loans and facilities in the ordinary course of its business for meeting our working capital and for other day
to day business requirements. For details of the borrowing powers of our Board, please see “Our Management” on page no.
184.
Our Company has obtained the necessary consents required under the relevant financing documentation for undertaking
activities in relation to the Issue, including dilution of the current shareholding of our Promoters and members of the promoter
group, expansion of business of our Company, effecting changes in our capital structure and shareholding pattern.
The aggregate outstanding secured borrowings (including fund based and non-fund-based borrowings) of our Company as on
31.07.2025, as certified by our Peer Review Auditor, are as follows:
Secured Borrowings
(Amount in lakhs)
O/s Amount as on
Sr. Category of Name of Sanctioned Date of Monthly Rate of
Purpose September 30,
No. borrowing Lender Amount Sanction Instalments Interest (%)
2025
Working March 28,
1 Cash Credit Federal Bank 900.00 860.83 - 9.25%
Capital 2025
March 28,
2 Term Loan 1 Federal Bank CAPEX 283.43 264.67 5.14 9.25%
2025
March 28,
3 Term Loan 2 Federal Bank CAPEX 297.00 200.69 4.82 9.25%
2025
Overdraft (with
Working
4 diminishing Federal Bank 500.00 472.59 June 30, 2025 10.42 11.00%
Capital
DP)
December 07,
6 Vehicle Loan ICICI Bank Vehicle 9.49 0.57 0.19 7.90%
2020
September
7 Vehicle Loan ICICI Bank Vehicle 7.85 1.83 0.16 8.00%
13, 2021
October 04,
8 Vehicle Loan ICICI Bank Vehicle 24.76 6.23 0.50 7.90%
2021
9 Vehicle Loan ICICI Bank Vehicle 13.00 7.89 May 23, 2023 0.27 8.95%
10 Vehicle Loan ICICI Bank Vehicle 13.00 7.88 May 23, 2023 0.27 8.95%
August 14,
11 Vehicle Loan ICICI Bank Vehicle 19.50 12.41 0.41 9.20%
2023
Karnataka April 19,
12 Vehicle Loan Vehicle 33.00 27.94 0.56 10.16%
Bank 2024
Karnataka August 22,
13 Vehicle Loan Vehicle 7.30 5.99 0.15 10.03%
Bank 2024
TOTAL 2,108.33 1,869.52 - - -
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268Unsecured Borrowings
The aggregate outstanding unsecured borrowings (including fund based and non-fund-based borrowings) of our Company as
on 30.09.2025.
(Amount in lakhs)
O/s
Category
Sr. Name of Sanctioned Amount as Date of Monthly Rate of Interest
of Purpose
No. Lender Amount on Sanction Instalments (%)
borrowing
30.09.2025
Cholamandalam
Unsecured Investment and Working September
1 35.76 35.76 1,77,666 17.00%
Loan Finance Capital 01. 2025
Company
Unsecured Kotak Mahindra Working August
2 49.50 49.50 1,74,027 16.00%
Loan Bank Limited Capital 30, 2025
Unsecured SMFG India Working August
3 50.45 50.45 1,76,855 16.00%
Loan Credit Co Ltd Capital 24, 2025
Unsecured TATA Capital Working September
4 50.00 50.00 1,78,264 17.00%
Loan Limited Capital 04, 2025
Unsecured Working September
5 Yes Bank 50.00 50.00 1,76,403 16.25%
Loan Capital 10, 2025
Unsecured Poonawalla Working September
6 51.13 51.13 1,82,306 17.00%
Loan Fincorp Limited Capital 05, 2025
Unsecured Bajaj Finance Working September
7 36.51 36.51 1,07,157 17.50%
Loan Limited Capital 16, 2025
Unsecured L&T Finance Working September
8 75.33 75.33 2,64,851 16.00%
Loan Limited Capital 19, 2025
Unsecured Axis Bank Working September
9 60.00 60.00 2,88,077 14.00%
Loan Limited Capital 22, 2025
Unsecured Shriram Finance Working September
10 40.10 40.10 1,41,485 16.25%
Loan Limited Capital 19, 2025
Unsecured Working September
11 Deutsche Bank 50.00 50.00 1,78,264 17.00%
Loan Capital 17, 2025
Unsecured Godrej Finance Working September
12 40.00 40.00 1,41,618 16.50%
Loan Limited Capital 24, 2025
Unsecured Clix Capital
Working September
13 Loan Services Private 35.96 35.96 1,49,716 18.00%
Capital 26, 2025
Limited
Unsecured Kisetsu Saison
Working September
14 Loan Finance (India) 50.00 50.00 1,79,511 17.50%
Capital 19, 2025
Private Limited
TOTAL 674.74 674.74
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269MANAGEMENT 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 our Restated
Financial Statements included in this Red Herring Prospectus. You should also read the section entitled “Risk Factors” on
page no 28 which discusses several factors, risks and contingencies that could affect our financial condition and results of
operations. The following discussion relates to our Company and is based on our Restated Financial Statements, which have
been prepared in accordance with Indian GAAP, the Companies Act and the SEBI Regulations. Portions of the following
discussion are also based on internally prepared statistical information and on other sources. Our fiscal year ends on March
31 of each year, so all references to a particular fiscal year (“Fiscal Year”) are to the Twelve-month period ended March 31
of that year.
The financial statements have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI (ICDR)
Regulations 2018, and restated as described in the report of our auditors dated 16.09.2025 which is included in this Red
Herring Prospectus under the section titled “Financial Information” on page no. 209209 of this Red Herring Prospectus.
The Restated Financial Statements have been prepared on a basis that differs in certain material respects from generally
accepted accounting principles in other jurisdictions, including US GAAP and IFRS. We do not provide a reconciliation of
our Restated Financial Statements to US GAAP or IFRS and we have not otherwise quantified or identified the impact of the
differences between Indian GAAP and U.S. GAAP or IFRS as applied to our Restated Financial Statements.
This discussion contains forward looking statements and reflects our current views with respect to future events and financial
performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of
certain factors such as those described under “Risk Factors” and “Forward Looking Statements” on page no. 28 & 20 and
respectively, and elsewhere in this Red Herring Prospectus Accordingly, the degree to which the Restated financial statements
in this Red Herring Prospectus will provide meaningful information depend entirely on such potential investor’s level of
familiarity with Indian accounting practices.
OVERVIEW
We are a company engaged in developing, processing, and selling diverse range of seeds for vegetables, flower and field
crops. By integrating conventional breeding techniques, we strive to develop hybrid vegetable, flower and field crop seeds
that offer higher yields, improved product quality, and greater resistance to pests and diseases compared to naturally occurring
varieties. Our core operations focus on developing hybrid vegetable, flower and field crop seed varieties and processing them
to ensure the consistent quality.
We continuously develop various type of hybrid breeder seeds and select only the best qualitative traits from it which undergo
additional processing and eliminating more seeds and provide only the superior quality seeds, which are known as foundation
seeds. The foundation seeds consist of the parental materials essential for developing a hybrid. Following this, the foundation
seeds then multiplied into commercial seeds, which are then offered in the market for agricultural production. We provide
multiple seed variants for vegetable, flower and field crop, specifically designed to meet the requirements of different Agro-
climatic conditions, including factors such as water availability, crop duration, and soil characteristics across various
geographic regions.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
For details in respect of Statement of Significant Accounting Policies, please refer to “Restated Financial Statements” on
page no 209 of this Red Herring Prospectus.
FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our business is subjected to various risks and uncertainties, including those discussed in the section titled “Risk Factors” on
page no. 28 of this Red Herring Prospectus. Our results of operations and financial conditions are affected by numerous factors
including the following:
2701. Market Demand Fluctuations – Changes in consumer demand may impact sales and profitability.
2. Product Concentration Risk – Heavy dependence on vegetable seed sales exposes the company to risks related to limited
product diversification.
3. Regulatory & Policy Changes – Alterations in government policies, taxation, and industry regulations could adversely
affect business operations.
4. Talent Retention & Management – The company’s success depends on its ability to retain key management personnel
and skilled employees.
5. Technological Advancements – Failure to keep pace with evolving technology may hinder competitiveness.
6. Debt Obligations – The company’s ability to meet interest and principal repayment obligations is crucial for financial
stability.
7. Macroeconomic & Political Risks – Inflation, interest rate fluctuations, global financial market volatility, and unforeseen
economic disruptions may impact business growth.
8. Operational & Compliance Risks – Non-compliance with regulatory requirements across jurisdictions may lead to legal
and financial repercussions.
9. Business Growth & Expansion Risks – Challenges in successfully implementing growth strategies could affect long-
term sustainability.
10. Competitive Landscape – Intense competition within the industry may impact pricing power, market share, and
profitability.
11. Environmental & Uninsured Losses – Unforeseen environmental issues or inadequate insurance coverage could pose
significant financial risks.
12. Pandemic & Global Crisis Impact – Events such as COVID-19 and other unforeseen crises could disrupt operations and
financial performance.
13. Dependence on third-party farmers: Dependence on third-party farmers – Reliance on contracted farmers for seed
production poses risks related to non-compliance, quality control, and continuity of supply.
Discussion on Result of Operations
Profit and Loss Statement
The following discussion on results of operations should be read in conjunction with the Restated Financial Statements for
the financial years ended on March 31, 2025, March 31, 2024 and March 31, 2023.
(Amount in lakhs except percentages)
% of % of % of % of
September
Particulars Total FY 2025 Total FY 2024 Total FY 2023 Total
30 2025
Income Income Income Income
Revenue from operations 5,134.45 100.00% 6,907.75 100.00% 6,113.88 99.97% 4,691.15 100.00%
Other Income - 0.00% - 0.00% 2.14 0.03% 0.11 0.00%
Total Income 100.00
5,134.45 100.00% 6,907.75 100.00% 6,116.02 4,691.26 100.00%
%
Expenses
Cost of Material
2,602.29 50.68% 3,020.39 43.72% 2,192.84 35.85% 1,525.20 32.51%
Consumed
Changes in inventories of
-588.39 -11.46% -455.78 -6.60% 51.94 0.85% 76.78 1.64%
finished goods & WIP
Employee benefits
567.70 11.06% 1,026.57 14.86% 1,083.70 17.72% 859.99 18.33%
expenses
Finance costs 83.22 1.62% 71.12 1.03% 72.39 1.18% 73.15 1.56%
Depreciation and
47.70 0.93% 69.63 1.01% 36.32 0.59% 33.95 0.72%
amortization expense
Other Expense 1,958.90 38.15% 2,604.21 37.70% 2,380.68 38.93% 1,938.66 41.32%
Total Expenses 4,671.42 90.91% 6,336.14 91.73% 5,817.87 95.13% 4,507.73 96.09%
271Profit/ (Loss) Before Tax 463.03 9.09% 571.61 8.27% 298.15 4.87% 183.54 3.91%
Tax Expense:
(a) Current tax expense 120.74 2.35% 150.63 2.18% 88.08 1.44% 55.33 1.18%
(b) Deferred tax liability/
-7.28 -0.14% -6.43 -0.09% -5.26 -0.09% -3.94 -0.08%
(asset)
Total tax 133.45 2.21% 144.20 2.09% 82.82 1.35% 51.39 1.10%
Profit/ (Loss) After Tax 349.58 6.88% 427.41 6.19% 215.32 3.52% 132.15 2.82%
Our Significant Accounting Policies
For Significant accounting policies please refer Significant Accounting Policies, under Chapter titled “Restated Financial
Statements” on page no 209 of this Red Herring Prospectus.
Overview of Revenue & Expenditure
The following discussion on results of operations should be read in conjunction with the Restated Financial Statements for
the financial years 2024-25, financial years 2023-24 & financial Year 2022-23. Our revenue and expenses are reported in the
following manner:
Revenue from operations:
Our Company’s revenue is primarily generated from sale of seeds and other operating revenue including research and
development revenue.
Other Income:
Other Income includes profit on sale of fixed assets and other miscellaneous income.
Expenses:
Our total expenditure primarily consists of Cost of Sales, Employee benefit expense, Finance Costs, Depreciation and
amortization expense, and Other Expenses.
Cost of Sales
Cost of Sales primarily comprise purchase of seeds from various vendors, including purchases of materials for research and
development purpose and the changes in the inventory of the purchases made.
Employee benefits expense:
The Employee benefit expense includes Salaries and wages, contribution to provident and other funds, and gratuity expense.
Finance Costs:
Finance cost of the company consists of the interest expense on the term loans, working capital limit and other bank charges.
Depreciation and Amortization Expenses:
Depreciation and Amortization Expenses majorly include depreciation on plant and machinery, vehicles, furniture and fixture,
office equipment, etc.
Other Expenses:
Other expenses are further divided into 3 broad categories, namely:
1. Operating/ manufacturing expense: This majorly includes expenses like field labour charge, packaging material expense,
research and development expense, etc.
2. Administration expense: These expenses consist of expenses like travelling expense, office expense, etc.
3. Sales and distribution expense: These consist of expenses like discount allowed, promotional and advertisement expense,
etc.
272FINANCIAL PERFORMANCE HIGHLIGHTS FOR THE STUB PERIOD ENDED SEPTEMBER 30, 2025
Total Income:
Total Income for the period ended September 30, 2025, stood at Rs. 5,134.45 lakhs, which consist of Revenue from Operations
of Rs 5,133.79 lakhs and other income of Rs 0.66 lakhs.
Revenue from operations:
Revenue from operations of the company for the period ended September 30, 2025, stood at Rs 5,133.79 lakhs, which is
99.99% of the total income.
Other Income:
Other income of the company for the period ended September 30, 2025, is Rs 0.66 lakhs, which is 0.01% of the total income.
Expenses:
Total Expenses for the period ended September 30, 2025, stood at Rs. 4,667.51 lakhs which is 90.91% of the Total Income
which includes Cost of Sales, Employment Benefit Expenses, Finance Cost, Depreciation and Amortization expenses and
Other Expenses.
Cost of sales:
As of September 30, 2025, the company recorded purchase of Rs 2,602.29 lakhs and changes in inventories of Rs -588.39
lakhs, resulting in cost of sales of Rs 2,013.91 lakhs, which represents 39.22% of the total income.
Employee benefits expense:
Employment Benefit Expenses for the period ended September 30, 2025, stood at Rs. 567.70 lakhs which is 11.06% of the
Total Income which includes Salaries and wages, Contributions to Provident & other funds and Gratuity Expense. The change
in percentage for employee benefits expenses to Total Income via-a-vis March 31, 2025 is due to year end incentives.
Finance Costs:
Finance cost for the half-year ended September 30, 2025 amounted to Rs. 83.22 lakhs, representing 1.62% of the total income.
This primarily includes interest on secured term loans and the overdraft facility from Federal Bank, as well as secured vehicle
loans from ICICI Bank and Karnataka Bank. The rise in finance cost is mainly attributable to an increase in short-term
borrowings compared to the position as of March 31, 2025.
Depreciation and Amortization Expenses:
Depreciation and Amortization Expenses for the period ended September 30, 2025, stood at Rs. 47.70 lakhs which is 0.93%
of the Total Income which include Plant & Machinery, Electrical Fittings & Mobiles, Air Conditioners/ Refrigerators/ Cold
storage, Furniture & Fixtures, Vehicles, Computers, Desktops, Laptops.
Other Expenses:
Other expenses for the period ended September 30, 2025 amounted to Rs. 1,965.49 lakhs, representing 38.15% of total income.
These include operating/ manufacturing expenses, administrative expenses, and sales & distribution expenses, which account
for 7.29%, 10.38%, and 20.62% of total income, respectively.
The primary contributor of other expenses is the discount allowed, i.e., Rs 876.29 lakhs (part of sales and distribution expense),
which has risen in line with the increase in the company’s sales volume compared to the previous year.
Restated Profit Before Tax:
The restated profit before tax for the period ended September 30, 2025 amounted to Rs. 466.94 lakhs, representing 9.09% of
total income. This reflects an improvement compared to the results reported on March 31, 2025, primarily due to higher sales
volumes.
273Tax Expense:
Tax Expense for the period ended September 30, 2025, stood at Rs. 113.45 lakhs which stood at 2.21% of the Total Income.
Restated Profit After Tax:
Restated profit after tax for the period ended September 30, 2025, stood at Rs. 353.49 lakhs which is 6.88% of the Total
Income.
FINANCIAL YEAR 2025 COMPARED TO FINANCIAL YEAR 2024 (BASED ON RESTATED FINANCIAL
STATEMENTS)
Total Income:
The total income of the company has increased from Rs 6,116.02 lakhs in FY 2024 to Rs 6,907.75 lakhs in FY 2025 showing
an increase of Rs 791.73 lakhs. The increase in total income is due to increase in revenue of operations of the company by
12.98% from FY 2024 to FY 2025.
Revenue from Operations:
Revenue of operations of the company has increased from Rs 6,113.88 lakhs in FY 2024 to Rs 6,907.75 lakhs in FY 2025.
The increase in revenue of the company shows a growth of 12.98%.
This the general business growth year on year basis due to increase in sales of some categories as mentioned below:
(Amount in lakhs)
Sr. No. Particulars FY 2025 FY 2024
1 Vegetable Seeds 5,806.00 4,805.80
2 Field Crop Seeds 934.25 1,207.08
3 Flower Seeds 164.92 93.58
TOTAL 6,905.17 6,106.47
1. Vegetable Seeds: It can be inferred from the table above that the sales of vegetable seeds have increased from Rs 4805.80
lakhs in FY 2024 to Rs 5,806.00 lakhs in FY 2025, contributing the highest to the increase in overall sales. The increase
in vegetable seeds is due to increase in the sales of Tomato (Rs 179.51 lakhs), Watermelon (Rs 176.05 lakhs), Onion (Rs
106.21 lakhs), Peas (Rs 96.56 lakhs), etc.
2. Field Crop Seeds: The sales of the field crop seeds have declined from Rs 1,207.08 lakhs in FY 2024 to Rs 934.25 lakhs
in FY 2025. The decline is majorly due to decrease in the sales of maize by Rs 192.63 lakhs in FY 2025.
3. Flower Seeds: The sales of flower seeds (Marigold) has increased by 76.22%, i.e., Rs 71.33 lakhs.
Overall, despite the decline in field crop seeds, the company achieved a healthy increase in revenue from operations, driven
mainly by vegetable and flower seed sales.
Other Income:
There is no other income of the company in FY 2025. Other income in the company has derived from profit from sale of
asset. In FY 2025, there is no sale of asset and hence no other income has been booked.
Total Expenses:
Total expenses of the company include Cost of sales, employee benefit expense, finance cost, depreciation cost and other
expenses. Overall, total expense of the company has decreased slightly from Rs 5,817 lakhs, comprising 95.13% of total
income, in FY 2024 to Rs 6,336.15 lakhs, leading to 91.73% of the total income, in FY 2025.
Cost of Sales
The company’s cost of sales increased marginally from Rs 2,244.78 lakhs in FY 2024 to Rs 2,564.61 lakhs in FY 2025,
representing 36.70% and 37.13% of total income respectively. This small rise indicates that the cost of sales has remained
largely stable relative to the company’s overall revenue.
274Employee benefits expense:
The employee benefit expense of the company has slightly decreased from Rs 1,083.70 lakhs in FY 2024 to Rs 1,026.57 lakhs
in FY 2025. However, if we compare the same with the sales, it is 17.72% and 14.86% of the total income in FY 2024 and
FY 2025 respectively. The employee benefit expenses can be further bifurcated as follows:
(Amount in lakhs)
Particulars FY 2025 FY 2024
Salaries 977.27 882.07
Incentives 1.00 156.47
Contributions to Provident and other funds 31.48 29.66
Gratuity Expense 16.16 10.65
Perquisites to Directors 0.66 4.86
Total 1,026.57 1,083.70
The company’s salary expenses increased from Rs 882.07 lakhs in FY 2024 to Rs 977.27 lakhs in FY 2025, reflecting a rise
in fixed compensation for employees. On the other hand, the incentives paid to employees saw a sharp decline, dropping from
Rs 156.47 lakhs in FY 2024 to only Rs 1.00 lakh in FY 2025. This significant reduction was due to the company implementing
a stricter incentive policy. As a result of the lower incentive payouts, the total employee benefit expense of the company
decreased overall, despite the increase in base salaries.
Finance costs:
The company's finance cost has remained relatively stable, amounting to Rs 72.39 lakhs in FY 2024, representing 1.18% of
total income, and Rs 71.12 lakhs in FY 2025, accounting for 1.03% of total income. The decrease in the percentage of expense
against total income is due to sales growth of ~12.98% in FY 2025.
Depreciation and Amortization Expenses:
The company's depreciation and amortization expense has increased from FY 2024 to FY 2025, standing at Rs 36.32 lakhs
(0.59% of total income) in FY 2024 and Rs 69.63 lakhs (1.01% of total income) in FY 2025. There is an increase in
depreciation and amortization expense due to acquisition of the assets like plant & machinery, vehicles, furniture and fixture,
etc. leading to higher depreciation cost in the year.
Other expense:
The Company’s other expenses have marginally decreased from 38.93% of total income, i.e., Rs 2,380.68 lakhs in FY 2024,
to 37.70% of total income, i.e., Rs 2,604.21 lakhs in FY 2025.
The decrease is mainly due to reduction in discount expenses, which decreased from Rs 1,082.57 lakhs, representing 17.70%
of total income in FY 2024, to Rs 1,060.98 lakhs, representing 15.36% of total income in FY 2025. This decrease was the
result of a change in the Company’s discount policy during the year, whereby comparatively lower discounts were offered to
customers. The revision in policy enabled the Company to exercise better control over its discount-related outflows.
As a result, the Company was able to contain its other expenses more effectively, thereby contributing to improved cost
efficiency and enhanced profitability during the year under review.
Restated Profit/ (Loss) before tax:
The profit before tax of the company has increased from Rs 298.15 lakhs, marking 4.87% of the total income in FY 2024 to
Rs 571.61 lakhs, representing 8.27% of the total income, in FY 2025.
Tax Expense
The tax expense of the company has increased from Rs 82.82 lakhs in FY 2024 to Rs 144.20 lakhs in FY 2025, this is due to
increase in profit before tax of the company.
Restated Profit/ (Loss) after tax:
The profit after tax of the company has increased from Rs 215.32 lakhs, marking 3.52% of the total income, in FY 2024 and
Rs 427.41 lakhs, leading to 6.19% of the total income, in FY 2025.
275The profitability of the company has increased due to the following reason:
(Amount in lakhs)
% of Total
Sr. No. Particulars FY 2025 FY 2024 % of Total Income
Income
1 Employee Benefit Expense 1,026.57 14.86% 1,083.70 17.72%
2 Finance Cost 71.12 1.03% 72.39 1.18%
3 Other Expense 2,604.21 37.70% 2,380.68 38.93%
TOTAL 3,701.90 53.59% 3,536.77 57.83%
1. Employee Benefit Expense: The employee benefit expense can be seen declining in terms of percentage of total income
from 17.72% in FY 2024 to 14.86% in FY 2025. This is due to increase in the revenue of the company by 12.98% and
also due to decrease in the incentive expense of the company.
2. Finance Cost: The Finance cost of the company in absolute terms has remained moreover constant, however due to
growth in the sales of the company, in terms of percentage it can be seen declining from 1.18% of the total income in
FY 2024 to 1.03% of the total income in FY 2025.
3. Other Expense: The other expense of the company can be seen declining in terms of percentage of total income from
38.93% in FY 2024 to 37.70% in FY 2025. This decline is due to change in the discount policy of the company due to
which there was decrease in the discounts given to the vendors from 17.70% of the total income in FY 2024 (Rs 1,082.57
lakhs) to 15.36% of total income in FY 2025 (Rs 1,060.98 lakhs).
FINANCIAL YEAR 2024 COMPARED TO FINANCIAL YEAR 2023 (BASED ON RESTATED FINANCIAL
STATEMENTS)
Total Income:
The total income of the company has increased from Rs 4,691.26 lakhs in FY 2023 to Rs 6,116.02 lakhs in FY 2024 showing
an increase of Rs 1,424.76 lakhs. The increase in total income is due to increase in revenue of operations of the company by
30.33% from FY 2023 to FY 2024.
Revenue from Operations:
Revenue from operations of the company has increased by Rs 1,422.73 lakhs, from Rs 4,691.15 lakhs in FY 2023 to Rs
6,113.88 lakhs in FY 2024, representing a growth of 30.33 %.
The increase in the revenue of the company is due to increase in the sales of the following sales category:
(Amount in lakhs)
Sr. No. Particulars FY 2024 FY 2023
1 Vegetable Seeds 4,805.80 3,854.32
2 Field Crop Seeds 1,207.08 786.16
3 Flower Seeds 93.58 49.95
TOTAL 6,106.47 4,690.43
1. Vegetable Seeds: The sales of vegetable seeds category have increased from Rs 3,854.32 lakhs in FY 2023 to Rs 4,805,80
lakhs in FY 2024. The increase in sales can be attributed to increase in the sales of Chilli (Rs 737.48 lakhs), Bhendi (Rs
165.16 lakhs), Bitter Gourd (Rs 80.54 lakhs), etc.
2. Field Crop Seeds: The sales of field crop seeds have increased from Rs 779.46 lakhs in FY 2023 to Rs 1,052.84 lakhs in
FY 2024, due to increase in sales of Maize (Rs 273.39 lakhs), and introduction of field crop seeds like Bajra, Mustard
and Sunflower.
3. Flower Seeds: The sales of Flower Seed (Marigold) has increased by 87.37%, i.e., Rs 43.64 lakhs.
Overall, sales in all three seed categories recorded year-on-year growth, resulting in a notable increase in the company’s
operational revenue.
276Other Income:
The company’s Other Income increased from Rs 0.11 lakhs in FY 2023 to Rs 2.14 lakhs in FY 2024, representing 0.002%
and 0.03% of total income, mainly from a profit on the sale of a vehicle.
Total Expenses:
Total expenses of the company have declined marginally from Rs 4,507.73 lakhs in FY 2023, marking 96.09% of total income
to Rs 5,817.87 lakhs, leading to 95.13%, of the total income.
Cost of Sales
The Company’s cost of sales increased from Rs 1,601.98 lakhs in FY 2023, representing 34.15% of total income, to Rs
2,244.78 lakhs in FY 2024, accounting for 36.70% of total income.
This rise in cost of sales corresponds with the growth in revenue, which increased from Rs 4,691.15 lakhs in FY 2023 to Rs
6,113.88 lakhs in FY 2024, reflecting a year-on-year growth of 30.33%. In order to meet this growing demand and ensure
uninterrupted supply, the Company maintains adequate inventory by preparing stock for the upcoming season in advance,
resulting in higher cost of sales.
Employee benefits expense:
The employee benefit expense of the company has increased from Rs 859.99 lakhs in FY 2023 to Rs 1,083.70 lakhs in FY
2024. However, if we compare the same with the total income, it is 18.33% and 17.72% of total income in FY 2023 and FY
2024 respectively. This indicates that, despite the absolute increase in employee costs, the expense has remained largely
consistent relative to the Company’s revenue growth.
Increase in employees of the company from FY 2023 to FY 2024 is as follows:
Sr. No. Particulars FY 2024 FY 2023
1 Employee count 138 128
Based on the table, it can be concluded that the company's workforce has grown by 10 employees on a YOY basis. The
primary factors contributing to the rise in employee benefit expenses are the increase in headcount and an average salary hike
of 10% for existing employees.
Finance costs:
The company's finance cost has remained relatively stable, amounting to Rs 73.15 lakhs in FY 2023, representing 1.56% of
total income, and Rs 72.39 lakhs in FY 2024, accounting for 1.18% of total income. The decrease in the percentage of expense
against total income is due to sales growth of ~30% in FY 2024.
Depreciation and Amortization Expenses:
The company's depreciation and amortization expense has remained stable from FY 2023 to FY 2024, standing at Rs 33.95
lakhs (0.72% of total income) in FY 2023 and Rs 36.32 lakhs (0.59% of total income) in FY 2024. There is a decrease in
depreciation and amortization expense in percentage terms due to increase in sales of the company by ~30% in FY 2024.
Other expense:
The Company’s other expenses increased from Rs 1,938.66 lakhs in FY 2023 to Rs 2,380.68 lakhs in FY 2024. This increase
is largely attributable to the overall expansion in business operations and is in line with the significant rise in sales, which
grew from Rs 4,691.15 lakhs in FY 2023 to Rs 6,113.88 lakhs in FY 2024, reflecting a YoY growth of approximately 30%.
Although other expenses rose in absolute terms, they demonstrated improved cost efficiency when measured as a proportion
of total income. Specifically, other expenses accounted for 41.32% of total income in FY 2023, which reduced to 38.93% in
FY 2024. This small decrease shows that the company managed to increase sales and grow revenue without a similar rise in
other expenses.
277Restated Profit/ (Loss) before tax:
The profit before tax of the company has increased from Rs 183.54 lakhs, marking 3.91% of the total income in FY 2023 to
Rs 298.15 lakhs, representing 4.87% of the total income, in FY 2024
Taxation Expense:
The tax expense of the company has increased from Rs 51.39 lakhs in FY 2023 to Rs 82.83 lakhs in FY 2024, this is due to
increase in profit before tax of the company.
Restated Profit/ (Loss) after tax:
The profit after tax of the company has increased from Rs 132.15 lakhs, marking 2.82% of the total income, in FY 2023 and
Rs 215.32 lakhs, leading to 3.52% of the total income, in FY 2024.
The profitability of the company has increased due to the following reason:
(Amount in lakhs)
Sr. No. Particulars FY 2024 % of Total Income FY 2023 % of Total Income
1 Employee Benefit Expense 1,083.70 17.72% 859.99 18.33%
2 Finance Cost 72.39 1.18% 73.15 1.56%
3 Depreciation Cost 36.32 0.59% 33.95 0.72%
4 Other Expense 2,380.68 38.93% 1,938.66 41.32%
TOTAL 3,573.09 58.42% 2,905.75 61.94%
1. Employee Benefit Expense: The employee benefit expense increased in absolute value from Rs 859.99 lakhs in FY 2023
to Rs 1,083.70 lakhs in FY 2024. However, as a proportion of total income, it declined from 18.33% to 17.72%, primarily
due to the Company’s revenue growing by ~30% during FY 2024. This indicates that employee costs have been
effectively managed in relation to revenue growth.
2. Finance Cost: Finance costs remained nearly constant at Rs 72.39 lakhs in FY 2024 compared to Rs 73.15 lakhs in FY
2023. When measured against total income, finance costs declined from 1.56% in FY 2023 to 1.18% in FY 2024,
reflecting better cost absorption on account of higher sales.
3. Depreciation Cost: Depreciation increased marginally from Rs 33.95 lakhs in FY 2023 to Rs 36.32 lakhs in FY 2024.
As a percentage of total income, however, it decreased from 0.72% to 0.59%, as there were no significant additions to
fixed assets during the year and revenue growth outpaced the increase in depreciation expense.
4. Other Expense: Other expenses rose from Rs 1,938.66 lakhs in FY 2023 to Rs 2,380.68 lakhs in FY 2024, broadly in
line with the increase in sales from Rs 4,691.15 lakhs to Rs 6,113.88 lakhs (~30% YoY growth). Despite the increase in
absolute terms, other expenses declined as a percentage of total income from 41.32% in FY 2023 to 38.93% in FY 2024,
indicating better expense efficiency.
Overall, while expenses increased in absolute terms, they grew at a slower pace compared to revenue. The Company’s year-
on-year sales growth outperformed the growth in total expenses, leading to an improvement in profitability and a stronger
profit after tax margin in FY 2024.
Balance Sheet
The following discussion on balance sheet should be read in conjunction with the Restated Financial Statements for the
financial years ended on March 31, 2023, March 31, 2024 and March 31, 2025 and stub period ending September 30, 2025.
(Amount in lakhs)
Particulars September 30, 2025 FY 2025 FY 2024 FY 2023
Liabilities
Long Term Borrowing 909.92 305.73 162.57 50.41
Short Term Borrowings 1,634.34 884.45 448.75 531.05
Trade Payables 2,544.26 1,302.40 647.66 563.59
Contingent Liability - - - -
278Assets
Inventory 2,618.85 1,977.19 1,495.48 1,541.52
Trade Receivable 2,362.87 1,300.94 884.01 738.90
Short Term Loans and Advances 171.04 433.58 257.43 149.67
Non-Current Investment - - - -
Overview of Assets and Liabilities
The following discussion on assets and liabilities should be read in conjunction with the Restated Financial Statements for FY
2022-23, FY 2023-24 & FY 2024-25 and stub period ending September 30, 2025. Our assets and liabilities are reported in the
following manner:
Long Term Borrowing
The long term borrowing of the company includes term loan taken by the company for construction of shed and multiple vehicle
loans.
Short Term Borrowing
Short term borrowing of the company includes the working capital limit availed by the company and the current maturities of
the long term borrowings.
Trade Payables
The Company’s trade payables represent amounts payable to suppliers for goods purchased on credit.
Contingent Liability
There is no contingent liability of the company.
Inventory
The inventory of the company includes the finished stock of the company and stores and spares used by the company.
Trade Receivable
The Company’s trade receivables represent amounts due from customers for goods sold on credit.
Non-Current Investment
There are no non-current investments of the company.
Short Term Loans and Advances
Short term Loans and advances include advances given by the company supplier, balance with revenue authorities, Staff loans
and accrued expense.
CHANGES IN THE ASSETS FROM FINANCIAL YEAR 2023 TO FINANCIAL YEAR 2025
Long Term Borrowing
The company’s long-term borrowings have shown a steady increase, rising from Rs 50.41 lakhs in FY 2023 to Rs 162.57 lakhs
in FY 2024, and further to Rs 305.73 lakhs in FY 2025. Further, the company’s long-term borrowings have increased, rising
from Rs 305.73 lakhs in FY 2025 to Rs 909.92 lakhs for the period ended September 30, 2025. This upward trend in borrowings
is in line with the company’s growing revenue base and its planned capital expenditure, aimed at supporting business expansion.
During the stub period, the additional borrowings were availed for setting up a dedicated seed processing unit, which is expected
to strengthen the company’s operational capacity and efficiency. Apart from this, the remaining borrowings primarily consist
of multiple vehicle loans taken by the company to support its logistics and distribution requirement.
279Short Term Borrowing
Short term borrowings of the company have decreased from Rs 531.05 lakhs in FY 2023 to Rs 448.75 lakhs in FY 2024, which
further increased to Rs 884.45 lakhs in FY 2025. The short term borrowings basically include the working capital limit and the
current maturities of long term borrowing.
(Amount in lakhs)
Particulars September 30, 2025 FY 2025 FY 2024 FY 2023
Karnataka Bank - (88.92) 407.89 472.23
Federal Bank 1,333.42 907.91 - -
Current Maturities of long-term debts 300.91 65.46 40.85 58.83
Total Borrowings 1,634.34 884.45 448.75 531.05
The rise in short-term borrowings in the stub period ending September 30, 2025 and FY 2025 is aligned with the Company’s
expanding revenue base and the consequent increase in working capital requirements. To ensure uninterrupted supply and meet
expected demand, the Company must maintain higher inventory levels for upcoming seasons, which required the Company to
depend more on short-term borrowings.
Additionally, there was a shift in the banker to the company: The Company moved its borrowings in during the financial year
ending 2025 from Karnataka Bank to Federal Bank. This shows a change in banking arrangements to better meet the
Company’s working capital needs.
Trade Payables
The trade payables of the company can be seen increasing from Rs 563.59 lakhs in FY 2023 to Rs 647.66 lakhs in FY 2024 to
Rs 1,302.40 lakhs in FY 2025 to Rs 1,525.16 lakhs in stub period ending September 30, 2025. The trade payable days of the
company is as follows:
(Amount in days)
Sr. No. Particulars September 30, 2025 FY 2025 FY 2024 FY 2023
1 Trade Payable 105 155 106 133
The company’s trade payable cycle has witnessed fluctuations over the past years, reflecting its evolving working capital
strategy in line with its growth trajectory. Trade payable days stood at 133 days in FY 2023, before improving to 106 days in
FY 2024. In FY 2025, payable days increased to 155 days, as the company strategically utilized extended credit from suppliers
to support its expanding operations, manage its production cycle, and maintain adequate inventory levels during a high-growth
phase. This approach enabled the company to channel available funds toward scaling up operations while ensuring business
continuity.
Further, the company’s trade payable days reduced from 155 days in FY 2025 to 105 days in the stub period despite an increase
in total trade payables. This decrease indicates faster settlement of supplier dues, driven by improved liquidity and more
efficient working capital management. It also reflects the company’s efforts to maintain strong supplier relationships and ensure
smooth operational continuity.
Inventory
The inventory of the company has decreased from Rs 1,541.52 lakhs in FY 2023 to Rs 1,495.48 lakhs in FY 2024, increased
to Rs 1,977.19 lakhs in FY 2025 and further increased to Rs 2,618.85 lakhs in the stub period ending September 30, 2025
However, the days of the inventory can be seen improving YOY basis as follows:
(Amount in days)
Sr. No. Particulars September 30, 2025 FY 2025 FY 2024 FY 2023
1 Inventory 151 199 241 362
The company maintains relatively high inventory levels to ensure adequate seed availability for the upcoming season. Its
operations involve developing hybrid seeds, which are then supplied to farmers for large-scale cultivation. Depending on the
seed variety, cultivation takes place during the kharif or rabi season to prepare for distribution in the following cycle. Once
280harvested, the seeds undergo quality testing, sorting, and packaging. As a result, the company holds inventory for about 6–8
months to ensure timely distribution.
Inventory days have shown fluctuations over the years, standing at 362 days in FY 2023, improving to 241 days in FY 2024,
and further reducing to 199 days in FY 2025. To further optimize working capital, the company aims to streamline its hybrid
seed production and quality testing processes, thereby improving overall inventory management.
In the stub period ending September 30, 2025, inventory days declined further, driven by increased sales ahead of the Rabi
season, leading to faster inventory turnover.
Trade Receivable
Trade receivables of the company have increased from Rs 738.90 lakhs in FY 2023 to Rs 884.01 lakhs in FY 2024 to Rs1,300.94
lakhs in FY 2025 and further increased to Rs 2,362.87 lakhs in stub period ending September 30, 2025. The trade receivable
days of the company is as follows:
(Amount in days)
Sr. No. Particulars September 30, 2025 FY 2025 FY 2024 FY 2023
1 Trade Receivables 83 68 52 57
The company’s trade receivable days have historically remained in the range of 2 to 2.5 months. They improved from 57 days
in FY 2023 to 52 days in FY 2024 but increased to 68 days in FY 2025. The initial improvement indicates better collection
efficiency, while the increase in FY 2025 is mainly due to the company being in a growth phase, during which higher sales and
expanding customer base temporarily extended the time needed to collect receivables.
In the stub period ending September 30, 2025, receivable days increased to 83 days due to substantial sales ahead of the Rabi
season. These levels are expected to normalise and return to the 2–2.5 month range by year-end.
Short Term Loans and Advances
Short term loans and advances of the company comprise the following:
(Amount in lakhs)
Particulars September 30, 2025 FY 2025 FY 2024 FY 2023
Advance to Supplier 54.83 259.21 148.10 75.38
Balance with Revenue Authority 30.00 108.31 75.78 53.57
Accrued Expense 47.69 24.97 - -
Staff Loans and advances 38.52 41.09 33.56 20.71
Total 171.04 433.58 257.43 149.67
Total short-term loans and advances increased from Rs 149.67 lakhs in FY 2023 to Rs 433.58 lakhs in FY 2025, mainly driven
by higher advances to suppliers (Rs 259.21 lakhs in FY 2025) and increased balances with revenue authorities (Rs 108.31 lakhs
in FY 2025). This rise is directly linked to the Company’s revenue growth and reflects higher working capital deployment to
support expanding operations.
In the stub period ending September 30, 2025, advances to suppliers declined as the company began making earlier payments
to vendors, consistent with the reduction in trade payable days. Consequently, total short-term loans and advances also
decreased during the stub period.
Information required as per Item (II) (C) (iv) of Part A of Schedule VI to the SEBI Regulations:
An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:
1. Unusual or infrequent events or transactions
Except as described in this Red Herring Prospectus, there have been no events or transactions to our knowledge which
may be described as "unusual" or "infrequent."
2812. Significant economic changes that materially affected or are likely to affect income from continuing operations.
Except as disclosed in this Red Herring Prospectus There are no significant economic changes that may materially affect
or likely to affect income from continuing operations
3. Future changes in relationship between costs and revenues
Other than as described in the sections “Risk Factors”, “Business Overview” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” on pages 28, 119 and 270 respectively, to our knowledge,
no future relationship between expenditure and income is expected to have a material adverse impact on our operations
and finances.
4. Total turnover of each major industry segment in which our Company operates
The Company is in the business of sales of seeds. Relevant industry data, as available, has been included in the chapter
titled “Industry Overview” beginning on page 107 of this Red Herring Prospectus.
5. Seasonality of business
Our business is affected by seasonal variations and adverse weather conditions. For further details, see chapter “Risk
Factors” on the page number 28 of this Red Herring Prospectus.
6. Increases in net sales or revenue and Introduction of new products or services or increased sales prices
Increases in revenues are by and large linked to increases in volume of our business.
7. Competitive conditions
Competitive conditions are as described under the Chapters “Industry Overview” and “Business Overview” beginning on
pages 107 and 119 respectively of this Red Herring Prospectus.
8. Details of material developments after the date of last balance sheet i.e. September 30, 2025.
After the date of last Balance sheet i.e. September 30, 2025, the following material events have occurred after the last
audited period, i.e., March 31, 2025:
1. Approval of Restated financial statement for the stub period ended on 30.09.2025 and for the financial year ended
March 31, 2025, 2024 and 2023 dated 20.11.2025.
2. Appointment of Underwriter, Market Maker and Banker to the Issue
3. Adoption of Audited Financial Statement for the stub period 30.09.2025 dated 20.11.2025
(The remainder of the page is Intentionally Left Blank)
282SECTION VII – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS
Except as stated in this section, there are no:(i) criminal proceedings; (ii) actions by statutory or regulatory authorities; (iii)
claims relating to direct and indirect taxes; (iv) disciplinary actions including penalties imposed by SEBI or stock exchanges
against the Promoter in the last five financial years, including outstanding action; or (v) Material Litigation (as defined
below); involving our Company, its Directors and Promoters.
Further, except as disclosed in this Red Herring Prospectus, there are no findings or observations of any of the inspections
by SEBI or any other regulatory authority in India, which are material and which needs to be disclosed, or nondisclosure of
which may have a bearing on the investment decision of prospective investors in the Issue.
As per the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended from time to time, all other pending civil litigations shall be classified as material based on the lower of the threshold
criteria mentioned below –
(i) As per the policy of materiality defined by the board of directors of the issuer and disclosed in the offer document;
or
(ii) Litigation where the value or expected impact in terms of value, exceeds the lower of the following:
(a) two percent of turnover, as per the latest annual restated financial statements of the issuer; i.e. Rs. 138.16 Lakhs or
(b) two percent of net worth, as per the latest annual restated financial statements of the issuer, except in case the arithmetic
value of the net worth is negative; i.e. Rs. 19.19 Lakhs or
(c) five percent of the average of absolute value of profit or loss after tax, as per the last three annual restated consolidated
financial statements of the issuer i.e. Rs. 12.91 lakhs.
Our Board, in its meeting held on 16.09.2025 determined that outstanding other civil legal proceedings involving the
Company, its Directors and Promoters will be considered as material litigation (“Material Litigation”) if the aggregate
amount involved in such individual litigation exceeds Rs. 12.91/- Lakh being the lowest of the criterial as mentioned in (ii)
above or such litigations where the monetary liability is not quantifiable or which does not fulfil the threshold as stated above
but the outcome of such litigation could have a material adverse effect on the business, performance, operations, prospects,
financial positions or reputations of the Company.
A. LITIGATION INVOLVING THE COMPANY
(a) Criminal proceedings against the Company
As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated against the
Company.
(b) Criminal proceedings filed by the Company
Our company has filed the following criminal complaints under section 138 of the Negotiable Instrument Act, 1881:
Cheque Number,
Complaint case
Sr. No. Respondent name Court Date and amount Status
number
(₹ in lakhs)
Civil Judge and Cheque no. 060117
CC No.
1. Ajit Kumar Biswal Additional J.M.F.C. of Rs. 50,000 dated Pending
1039/2020
Ranebennur September 30, 2019
Cheque no. 024855
SC NIA- Sevak ram proprietor of Judicial Magistrate First of Rs. 4,12,369 of
2. Pending
6071/2023 Patel Agro industries Class, Indore dated August 14,
2023
Cheque dated July
UN Judicial Magistrate First
3. M.J Biotech 01, 2025 of Rs. Pending
CR/11817/2025 Class, Indore
1,25,280
P. Srinivasa Rao Addl Judicial Magistrate Cheque no.
4. STC.NI/208/2025 Pending
(Proprietor) of First Class, R.R District 02001151 of Rs.
283Manikanta Seeds Centre 1,83,083 of dated
(Krosuru) January 30, 2025
Jadda Srinivasarao Addl Judicial Magistrate Cheque no. 035699
5. STC.NI/373/2025 (Proprietor), Suresh First Class, L.B. Nagar of Rs. 13,72,074 of Pending
Seeds (Vinukonda) dated June 17, 2025
Bonu Prasad Addl Judicial Magistrate Cheque no. 019443
(Proprietor), Sri Majji First Class, L.B Nagar, of Rs. 90,345/- of
6. STC.NI/374/2025 Pending
Gowri Rytu Depot and Hyderabad dated June 17, 2025
General Stores (PVP)
(c) Other pending material litigations against the Company
As on the date of this Red Herring Prospectus, there are no outstanding material litigation initiated against the Company.
(d) Other pending material litigations filed by the Company
As on the date of this Red Herring Prospectus, there are no outstanding other pending material litigations filed by the
Company.
(e) Actions by statutory and regulatory authorities against the Company
As on the date of this Red Herring Prospectus, there are no outstanding actions by statutory or regulatory authorities initiated
against the Company.
B. LITIGATIONS INVOLVING THE PROMOTERS & DIRECTORS OF THE COMPANY
(a) Criminal proceedings against the Promoters & Directors of the Company
As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated against the Promoters
& Directors of the Company.
(b) Criminal proceedings filed by the Promoters & Directors of the Company
As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated by the Promoters &
Directors of the Company.
(c) Other pending litigations against the Promoters & Directors of the Company
As on the date of this Red Herring Prospectus, there are no other pending litigations initiated against the Promoters &
Directors.
(d) Other pending material litigations filed by the Promoters & Directors of the Company
As on the date of this Red Herring Prospectus, there are no other pending litigations initiated by the Promoters & Directors.
(e) Actions by statutory and regulatory authorities against the Promoters & Directors of the Company
As on the date of this Red Herring Prospectus, there are no outstanding actions initiated by the statutory and regulatory
authorities against the Promoters & Directors.
(f) Disciplinary actions including penalties imposed by SEBI or stock exchanges against the Promoters in the last five
financial years, including outstanding action
As on the date of this Red Herring Prospectus, there are no outstanding actions by SEBI or stock exchanges against the
Promoters, nor any penalties have been imposed in the last five years.
C. LITIGATIONS INVOLVING THE SUBSIDIARY/ GROUP COMPANY OF THE COMPANY
(a) Criminal proceedings against the Subsidiary/ Group company of the Company
As on the date of this Red Herring Prospectus, there are no Subsidiary/ Group company.
(b) Criminal proceedings filed by the Subsidiary/Group company of the Company
As on the date of this Red Herring Prospectus, there are no Subsidiary/ Group company.
(c) Other pending material litigations against the Subsidiary/ Group company of the Company
As on the date of this Red Herring Prospectus, there are no Subsidiary/ Group company.
(d) Other pending material litigations by the Subsidiary/ Group company of the Company
As on the date of this Red Herring Prospectus, there are no Subsidiary/ Group company.
284(e) Actions by statutory and regulatory authorities against the Subsidiary/ Group company of the Company
As on the date of this Red Herring Prospectus, there are no Subsidiary/ Group company.
D. TAX PROCEEDINGS
Amount
Number of Status
Nature of Proceedings involved (Rs.
cases (Description)
in lakhs)
Of the Company
Outstanding Demand as per Order u/s 154 of Income Tax Act,
1961 dated January 30, 2025 for the A.Y. 2020-21 for the
12.31
amount payable is Rs. 8,49,580 along with the accrued interest
Direct Tax (Income Tax) - is Rs.3,82,275. The current status of payment is pending.
2
Outstanding Demand Outstanding Demand as per Order u/s 154 of Income Tax Act,
1961 dated January 30, 2025 for the A.Y. 2021-22 for the
14.4
amount payable is Rs. 10,65,200 along with the accrued interest
is Rs.3,72,820. The current status of payment is pending.
There is an outstanding Demand of Rs. 10,390.00 for the F.Y.
Direct Tax (TDS) 1 0.10
2024-25.
Indirect Tax (GST) Nil Nil Nil
Of the Promoters and Directors*
An Intimation u/s 143(1) of the Income Tax Act, 1961 for the
Direct Tax (Income Tax)-
1 0.27 A.Y 2014-15 in which the Tax payable is 27,260 and the date
Anil KN
of order is Dec 05, 2014.
Indirect Tax (GST) 0 Nil Nil
Of the KMPs & SMPs*
KMP
An Outstanding demand u/s 143(1)(a) of Income Tax Act,
Direct Tax (Income Tax) -
01 0.008 1961, Accrued interest of Rs. 888 for the A.Y. 2018- 19 and the
BH Devasinghnaik
date of demand raised is Feb 14, 2019.
Direct Tax (Income Tax)- An Intimation u/s 143(1) of Income Tax Act, 1961 of Rs.
Ramalingam 01 0.37 37,250 for the F.Y. 2020-21 and the Intimation order date is
Venkataramana Dec 02, 2021.
SMP
Direct Tax (Income Tax) 0 Nil Nil
*Our promoters are also acting as KMP and/or Directors of the company.
E. PROCEEDINGS INVOLVING THE KEY MANAGERIAL PERSONNEL (KMPs EXCLUDING MANAGING
DIRECTOR AND WHOLE TIME DIRECTOR) AND SENIOR MANAGERIAL PERSONS (SMPs) OF THE
COMPANY
(a) Criminal proceedings against the KMPs and SMPs
As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings filed against the Key
Managerial Personnel and Senior Management Personnel of the Company.
(b) Criminal proceedings filed by the KMPs and SMPs
As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings filed by the Key Managerial
Personnel and Senior Management Personnel of the Company.
(c) Actions by statutory and regulatory authorities against the KMPs and SMPs
As on the date of this Red Herring Prospectus, there are no outstanding actions by statutory or regulatory authorities initiated
against the Key Managerial Personnel and Senior Management Personnel.
285F. AMOUNTS OWED TO MICRO SMALL AND MEDIUM ENTERPRISES AND OTHER CREDITORS:
The Board of Directors of our Company considers dues exceeding 5% of our Company’s restated trade payables as per restated
financial statements disclosed in the Red Herring Prospectus as material dues for the Company and such creditors as material
creditors. This materiality threshold has been approved by our Board of Directors pursuant to the resolution passed on
16.09.2025. Based on these criteria, details of material outstanding dues owed to creditors as on September 30, 2025 by our
Company on are set out below:
(₹ in lakhs)
Types of creditors Number of creditors Amount involved
A. Micro, small and medium enterprises 8 1,164.53
B. Other Creditors 30 360.63
Total (A+B) 38 1,525.16
C. Material Creditors 3 1,179.71
MATERIAL DEVELOPMENTS OCCURRING AFTER LAST BALANCE SHEET DATE:
Except as disclosed in Chapter titled “Management’s Discussion & Analysis of Financial Conditions & Results of
Operations” beginning on page 270 of this Red Herring Prospectus, there have been no material developments that have
occurred after the Last Balance Sheet date.
(The remainder of this page has been intentionally left blank)
286GOVERNMENT AND OTHER APPROVALS
Except as mentioned below, our Company has received the necessary consents, licenses, permissions, registrations and
approvals from the Central and State Governments and other government agencies/ regulatory authorities/ certification bodies
required to undertake the Issue or continue our business activities and no further approvals are required for carrying on our
present or proposed business activities. It must, however, be distinctly understood that in granting the above approvals, the
Government of India and other authorities do not take any responsibility for the financial soundness of our Company or for
the correctness of any of the statements or any commitments made or opinions expressed in this behalf. Unless otherwise
stated, these approvals are all valid as of the date of this Red Herring Prospectus.
For details in connection with the regulatory and legal framework within which we operate, see the section titled “Key
Industrial Regulations and Policies” at page 172 of this Red Herring Prospectus. The main objects clause of the Memorandum
of Association of our Company and the objects incidental, enable our Company to carry out its activities.
The Company has got following licenses/ registrations/ approvals/ consents/ permissions from the Government and various
other Government agencies required for its present business.
I. APPROVALS FOR THE ISSUE
The following approvals have been obtained in connection with the Issue:
Corporate Approvals:
a) The Board of Directors have, pursuant to Section 62(1)(c) of the Companies Act, 2013, by a resolution passed at
its meeting held on March 03, 2025 authorized the Issue, subject to the approval of the shareholders and such
other authorities as may be necessary.
b) The shareholders of our Company have, pursuant to Section 62(1)(c) of the Companies Act, 2013, by a Special
Resolution passed in the Extra Ordinary General Meeting held on March 05, 2025 authorized the Issue.
c) Our Board approved the Draft Red Herring Prospectus pursuant to its resolution dated 22.09.2025.
d) Our Board approved the Red Herring Prospectus to its resolution dated 04.12.2025.
Approval from the Stock Exchange:
In-principle approval dated 18.11.2025 from BSE for using the name of the Exchange in the offer documents for listing
of the Equity Shares on SME Platform of BSE, issued by our Company pursuant to the Issue.
Agreements with NSDL and CDSL:
a) The company has entered into an agreement dated January 16, 2025 with the Central Depository Services (India)
Limited (“CDSL”) and the Registrar and Transfer Agent, who in this case is, Kfin Technologies Limited for the
dematerialization of its shares.
b) Similarly, the Company has also entered into an agreement dated December 26, 2024 with the National Securities
Depository Limited (“NSDL”) and the Registrar and Transfer Agent, who in this case is Kfin Technologies
Limited for the dematerialization of its shares.
c) The International Securities Identification Number (ISIN) of our Company is INE1FHV01026.
Lenders’ NOC
Lenders’ NOC for the Issue:
1. A Non-objection Certificate dated 15.07.2025 has been received from Axis Bank for the Issue.
2. A Non-objection Certificate dated 16.07.2025 has been received from Karnataka Bank Limited for the Issue.
3. A Non-objection Certificate dated 30.06.2025 has been received from Federal Bank Limited for the Issue.
4. A Non- objection Certificate dated 09.09.2025 been received from ICICI Bank Limited for the Issue.
287II. APPROVALS PERTAINING TO INCORPORATION, NAME AND CONSTITUTION OF OUR COMPANY
Certificate
Sr. Nature of Applicable Issuing Date of Date of
is in the CIN
No. Registration Laws Authority Certificate Expiry
name of
1. Certificate of Unisem U01100KA2016PTC096390 The Registrar of September March 1,
Incorporation Agritech Companies Companies, 09, 2016 2025
of Unisem Private Act, 2013 Central
Agritech Limited Processing
Private Centre
Limited
2. Certificate of Unisem U01100KA2016PLC096390 The Registrar of March 1, Valid
Incorporation Agritech Companies Companies, 2025 Until
on change of Limited Act, 2013 Central Cancelled
name from Processing
‘Unisem Centre
Agritech
Private
Limited’ to
‘Unisem
Agritech
Limited’
III. OTHER APPROVALS
We require various approvals and/ or licenses under various rules and regulations to conduct our business. Some of the
material approvals required by us to undertake our business activities are set out below:
A. TAX RELATED APPROVALS:
Certificate
Sr. Date of Date of
Description is in the Registration number Applicable laws Authority
No Certificate Expiry
name of
1. P ermanent Unisem AACCU0211G Income Tax Income Tax September Valid Until
Account Agritech Act, 1961 Department, 09, 2016 Cancelled
Number Limited Government
(PAN) of India
2. T ax Unisem BLRU03900B Income Tax Act, Income Tax August 25, Valid Until
Deduction Agritech 1961 Department, 2025 Cancelled
Account Limited Government
Number of India
(TAN)
3. C ertificate Date of
Goods and
of certificate
Service Tax,
Registration June 12,
Unisem Karnataka Goods Commercial
of Goods 2025 w.e.f. Valid Until
Agritech 29AACCU0211G1ZR and Services Tax Tax
and July 01, Cancelled
Limited Act, 2017 Department,
Services 2017
Government
Tax
of Karnataka
(Karnataka)
2884. C ertificate Unisem 09AACCU0211G1ZT Centre Goods Department June 14, Valid Until
of Agritech and Services Tax of State tax 2025 w.e.f. Cancelled
Registration Limited Act, 2017 Uttar September
of Goods Pradesh 21, 2021
and
Services
Tax (Uttar
Pradesh)
5. C ertificate Unisem 1030691566 The Karnataka Commercial May 31, Valid Until
of Agritech Tax on Tax 2023 Cancelled
Enrolment Limited Professions, Department,
of Trades, Callings Karnataka
Professional and Employment
Tax Act, 1976
6. C ertificate Unisem 313824218 The Commercial July 05, Valid Until
of Agritech Karnataka Taxes 2018 Cancelled
Registration Limited Tax on Department,
Professions,
of Karnataka
Trades,
Profession
Callings
Tax
and
(Karnataka)
Employment
Act, 1976
B. BUSINESS OPERATIONS RELATED APPROVALS:
Sr. Certificate is Registration Date of Date of
Description Applicable laws Authority
No. in the name of number Certificate Expiry
1. Udyam Unisem UDYAM-KR- MSME Ministry of January 02, Valid
Registration Agritech 17-0000912 Development Act, Micro Small & 2021 Until
Certificate Limited 2006 Medium Cancell
Enterprises, ed
Government of
India
2. Legal Entity Unisem 984500975CEC RBI Guidelines Legal Entity January 12, January
Identifier Agritech 6A5A9165 Identifier India 2023 12,
Certification Limited Limited 2026
3. Certificate of Unisem AACCU0211G The Foreign Trade Director May 15, Valid
Importer- Agritech (Development and General of 2025 w.e.f. Until
Exporter Code Limited Regulation) Act, Foreign Trade, January 01, Cancell
(IEC) 1992 Ministry of 2019 ed
Commerce and
Industry,
Government of
India
4. Registration and Unisem MYDWR-2499 Factories Act, Department of May 22, Decem
Licence to work a Agritech 1948 Factories 2025 ber 31,
Factory at “R S Limited Boilers 2026
NO 11B B 2A 4 Industrial
near KSRTC bus Safety &
depot, Magoda Health,
village, Government of
Karnataka
289Ranibennur,
Haveri, 581115
5. Consent to Unisem Consent Order Section 25 of the Karnataka July 05, Decem
Operate the Agritech No: AW-131685 Water (prevention State Pollution 2025 ber 31,
Factory Limited and control of Control Board 2039
pollution) Act,
1974, Section 21
of the Air
(Prevention and
control of
Pollution) Act,
1981, under Rule
6(2) of the
Hazardous and
other Wastes
(Management &
Trans-boundary
movement) Rules,
2016
6. Certificate of Unisem Certificate dated Rule 3 -C of Gojraj March Valid
Stability of Agritech March 12, 2025 Factories Act, Kumawat 12,2025 Until
Factory or Part of Limited given by Gojraj 1948 Chartered Cancell
Factory Kumawat Engineer ed
Chartered (Civil
Engineer (Civil Division)
Division) Associate
member of Inst
of Engineers
(India)
7. Electricity bill for Unisem RR No. Electricity Act, Hubli November NA
Factory at RS NO Agritech MGDMP70489 2003 Electricity 01, 2025
11B/ B/ 2A/ 4 near Limited Supply
KSRTC bus depot, Company
Magoda village,
Ranibennur,
Haveri,581115
8. Fire Safety Unisem Reference no. Karnataka Fire Chief Fire September Septem
Recommendation Agritech 271/FSR/CFO/B Force Act, 1964 Officer, 03, 2025 ber 02,
Report Limited WZ/2025 Banglore West 2026
Zone,
Karnataka Fire
and
Emergency
Services
Department
9. Verification under Unisem Identification Legal Metrology Department of June June
Legal Metrology Agritech No. KNT034 Act, 2009 Legal 04,2025 03,202
(Packaged Limited Metrology, 6
Commodities) for LCR no. Government of
Factory at “R S IL93075 Karnataka
NO 11B/ B/ 2A/ 4
near KSRTC bus
290depot, Magoda
village,
Ranibennur,
Haveri,581115”
and for
Commodities
manufactured:
Vegetable Sowing
Seeds
10 Trade License for Unisem TIN No:TR- Section 521 & Commissioner April 25, Dece
. Telangana Agritech 0911-145-0001 622 of HMC Act, GHMC, 2025 mber
Limited 1955 Hyderabad. 31,
2025
11 Trade License for Unisem ROC No: 23925- Andhra Pradesh Kurnool July 14, March
. Andhra Pradesh Agritech 2025-VA Municipal Municipal 2025 31,
Limited Corporation Act, Corporation 2026
1994
12 Trade License for Unisem License No. Odisha Municipal Bhubaneshwar July 05, June
Odisha Agritech BMC/TL- Corporation Municipal 2025 26,
Limited 2025/63862 (OMC) Act, 2003 Corporation 2026
(TL2506260188
3)
13 Trade License for Unisem Not Available West Bengal Siliguri November Novem
West Bengal Agritech Municipal Municipal 16, 2025 ber 15,
Limited Corporation Act, Corporation 2026
2006
14 Seed License for Unisem 424/42377/177 Seed Act, 1966 & Agriculture July Jan 02,
sale and Storage Agritech Seed (Control) Department, 25,2025 2026
SB-13, B Block, Limited Order,1983 Uttar Pradesh
near ST. Merry
School,
Shashtrinagar,
District-
Ghaziabad, Uttar
Pradesh
15 *Seed License for *Unisem License no. 1140 Seed Act, 1966 & Department of August 03, July 30,
H. No. 3-3-411, Agritech Seed (Control) Agriculture, 2012 2026
RTC Colony, L.B. Private Order,1983 Government of
Nagar, Limited Telangana
Saroornagar
(V&M)
Maheshwaram
Divion,
Rangareddy,
Telangana 500074
16 *Seed License for *Unisem Registration Seed Act, 1966 & Agriculture August 03, August
(Rajasthan) Agritech Certificate no. Seed (Control) Commission 2018 02,
Private 578 Order,1983 ate, 2027
Limited Government of
Rajasthan
29117 *Seed License for *Unisem License no. Seed Act, 1966 & Directorate of March 23, March
Plot no. 283, Near Agritech HSLS/2022/000 Seed (Control) Horticulture, 2022 22,
Kalyani Plaza at- Private 02 Order,1983 Odisha 2027
Patrapada, Limited
Bhubaneswar,
Odisha
18 Seed License for Unisem Registration no. Seed Act, 1966 & Department of July 31, July 30,
Unit Shed no. RS Agritech SE19-20330275 Seed (Control) Horticulture, 2025 2030
no.11B.2A.4, Limited Order,1983 Karnataka
Magod Village License No.
Near KSRTC Bus ADDDIR/Seed
Depot, State
Ranebennur, License/SE19-
Karnataka - 20330275/2025-
581115, 2026
19 License to carry on Unisem License No. Seed (Control) Department of June 12, June
the business of Agritech 23/2025-26 Order,1983 Horticulture, 2025 19,
dealer in Seeds at Limited Karnataka 2028
RS no.11B.2A.4,
Magod Village
Near KSRTC Bus
Depot,
Ranebennur,
Karnataka -
581115,
20 Seed License for Unisem License no. Seed Act, 1966 & Horticulture & July 10, July 21,
192-A Gretar Agritech 04/2023/24 Seed (Control) Food 2023 2026
Brajeshwari Limited Order,1983 Processing
Pipaliya Hana, Department,
Indore Government of
Madhya
Pradesh
21 Seed License to Unisem Registration no. Seed (Control) Horticulture & July 30, July 29,
carry on the Agritech RS/439/6603/71 Order,1983 Food 2025 2028
business of dealer Limited /2025 Processing
in Seeds at 192-A Department,
Scheme no. 140 License no. Government of
Gretar HORTI/SEED/I Madhya
Brajeshwari NDORE/2025/4 Pradesh
Pipaliya Hana, 54
Indore
22 Seed License for Unisem License no. Seed (Control) Directorate of May 20, May
Storage and Sale Agritech CGSLSPS37119 Order,1983 Agriculture, 2025 19,
at Raipur, Limited Raipur 2030
Chhattisgarh
23 Acknowledgemen *Unisem Unique ID No. Seed Act, 1966, Directorate of July 28, January
t of Research Agritech Guj-2025/662) Seed Rules, 1968 Agriculture, 2025 30,
Variety/Hybrid for Limited & Seed (Control) Gujarat 2030
the state of Gujarat Order,1983
24 *Seed License for *Unisem License no. 225 Seed Act, 1966, Directorate of January 19, January
Vardhan Sales, Agritech Seed Rules, 1968 Horticulture 2022 18,
H/N-635, first and Farm 2027
292floor, Opp. State Private & Seed (Control) forestry,
Bank of India, Limited Order,1983 Chhattisgarh
Sundar Nagar,
Raipur (CG),
492013
25 *Seed License for *Unisem License no. Seed Act, 1966, Commissioner August 03, August
45/24-K-64-2-2-2, Agritech RRD/0/ADDL. Seed Rules, 1968 ate of 2012 02,
Ameena Abbas Private DA/CSL/2014/1 & Seed (Control) Agriculture, 2026
Nagar, Kurnool, Limited 140 Order,1983 Andhra
Kurnool (Mandal), Pradesh
Kurnool - Andhra
Pradesh
26 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
Variety – USM-11 TN/PVT/ENRL/ & Seed (Control) Certification 2028
(Tamil Nadu) 2024-25-10953 Order,1983 and Organic
Certification,
Tamil Nadu
27 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment Variety Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
– USM-TRIVENI TN/PVT/ENRL/ & Seed (Control) Certification 2028
(Tamil Nadu) 2024-25-10967 Order,1983 and Organic
Certification,
Tamil Nadu
28 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
Variety - USM-99 TN/PVT/ENRL/ & Seed (Control) Certification 2028
(Tamil Nadu) 2024-25-10968 Order,1983 and Organic
Certification,
Tamil Nadu
29 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
Variety – USM- TN/PVT/ENRL/ & Seed (Control) Certification 2028
NANDINI (Tamil 2024-25-10969 Order,1983 and Organic
Nadu) Certification,
Tamil Nadu
30 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
Variety – USM- TN/PVT/ENRL/ & Seed (Control) Certification 2028
KEERTHI 2024-25-10970 Order,1983 and Organic
(Tamil Nadu) Certification,
Tamil Nadu
31 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment – Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
USM-GOVINDA TN/PVT/ENRL/ & Seed (Control) Certification 2028
(Tamil Nadu) 2024-25-10971 Order,1983 and Organic
Certification,
Tamil Nadu
32 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
Variety - USM- TN/PVT/ENRL/ & Seed (Control) Certification 2028
2024-25-10972 Order,1983 and Organic
293GANGA (Tamil Certification,
Nadu) Tamil Nadu
33 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
Variety - USM- TN/PVT/ENRL/ & Seed (Control) Certification 2028
HONEY GOLD 2024-25-10973 Order,1983 and Organic
(Tamil Nadu) Certification,
Tamil Nadu
34 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
Variety - USM- TN/PVT/ENRL/ & Seed (Control) Certification 2028
AKSHATHA 2024-25-10964 Order,1983 and Organic
(Tamil Nadu) Certification,
Tamil Nadu
35 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
Variety - USM- TN/PVT/ENRL/ & Seed (Control) Certification 2028
NIDHI (Tamil 2024-25-10965 Order,1983 and Organic
Nadu) Certification,
Tamil Nadu
36 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
Variety - USM- TN/PVT/ENRL/ & Seed (Control) Certification 2028
KOMAL (Tamil 2024-25-10966 Order,1983 and Organic
Nadu) Certification,
Tamil Nadu
37 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
Variety - USM- TN/PVT/ENRL/ & Seed (Control) Certification 2028
KAPILA (Tamil 2024-25-10962 Order,1983 and Organic
Nadu) Certification,
Tamil Nadu
38 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
Variety -USM- TN/PVT/ENRL/ & Seed (Control) Certification 2028
KAREENA 2024-25-10963 Order,1983 and Organic
(Tamil Nadu) Certification,
Tamil Nadu
39 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
Variety - USM- TN/PVT/ENRL/ & Seed (Control) Certification 2028
REKHA (Tamil 2024-25-10955 Order,1983 and Organic
Nadu) Certification,
Tamil Nadu
40 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
Variety - USM- TN/PVT/ENRL/ & Seed (Control) Certification 2028
HEENA (Tamil 2024-25-10956 Order,1983 and Organic
Nadu) Certification,
Tamil Nadu
29441 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
Variety - USM- TN/PVT/ENRL/ & Seed (Control) Certification 2028
SAMRAT (Tamil 2024-25-10957 Order,1983 and Organic
Nadu) Certification,
Tamil Nadu
42 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
Variety - USM- TN/PVT/ENRL/ & Seed (Control) Certification 2028
KARTHIK (Tamil 2024-25-10958 Order,1983 and Organic
Nadu) Certification,
Tamil Nadu
43 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
Variety - USM- TN/PVT/ENRL/ & Seed (Control) Certification 2028
KAJOL (Tamil 2024-25-10959 Order,1983 and Organic
Nadu) Certification,
Tamil Nadu
44 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
Variety - USM- TN/PVT/ENRL/ & Seed (Control) Certification 2028
GALAXY (Tamil 2024-25-10960 Order,1983 and Organic
Nadu) Certification,
Tamil Nadu
45 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
Variety - USM-08 TN/PVT/ENRL/ & Seed (Control) Certification 2028
(Tamil Nadu) 2024-25-10951 Order,1983 and Organic
Certification,
Tamil Nadu
46 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
Variety - USM- TN/PVT/ENRL/ & Seed (Control) Certification 2028
SHWETHA 2024-25-10952 Order,1983 and Organic
(Tamil Nadu) Certification,
Tamil Nadu
47 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
Variety - USM- TN/PVT/ENRL/ & Seed (Control) Certification 2028
SHRAVAN 2024-25-10954 Order,1983 and Organic
(Tamil Nadu) Certification,
Tamil Nadu
48 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
Variety - USM- TN/PVT/ENRL/ & Seed (Control) Certification 2028
5001 (Tamil 2024-25-10948 Order,1983 and Organic
Nadu) Certification,
Tamil Nadu
49 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
Variety - USM- TN/PVT/ENRL/ & Seed (Control) Certification 2028
2024-25-10949 Order,1983 and Organic
2955005 (Tamil Certification,
Nadu) Tamil Nadu
50 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
Variety - USM-10 TN/PVT/ENRL/ & Seed (Control) Certification 2028
(Tamil Nadu) 2024-25-10950 Order,1983 and Organic
Certification,
Tamil Nadu
51 Letter of Unisem Enrolment No. Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. DSC- Seed Rules, 1968 Seed 2025 04,
Variety - USM- TN/PVT/ENRL/ & Seed (Control) Certification 2028
BHARANI (Tamil 2024-25-10961 Order,1983 and Organic
Nadu) Certification,
Tamil Nadu
52 Letter of Unisem DSC- Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. TN/PVT/ENRL/ Seed Rules, 1968 Seed 2025 04,
Variety - USM- 2024-25-10944 & Seed (Control) Certification 2028
KAVIN (Tamil Order,1983 and Organic
Nadu) Certification,
Tamil Nadu
53 Letter of Unisem DSC- Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. TN/PVT/ENRL/ Seed Rules, 1968 Seed 2025 04,
Variety - USM- 2024-25-10945 & Seed (Control) Certification 2028
SUGARGOLD Order,1983 and Organic
(Tamil Nadu) Certification,
Tamil Nadu
54 Letter of Unisem DSC- Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. TN/PVT/ENRL/ Seed Rules, 1968 Seed 2025 04,
Variety - USM- 2024-25-10946 & Seed (Control) Certification 2028
KONARK Order,1983 and Organic
(Tamil Nadu) Certification,
Tamil Nadu
55 Letter of Unisem DSC- Seed Act, 1966, Director of June 05, June
Enrolment for the Agritech Ltd. TN/PVT/ENRL/ Seed Rules, 1968 Seed 2025 04,
Variety - USM- 2024-25-10947 & Seed (Control) Certification 2028
SNEHA Order,1983 and Organic
(Tamil Nadu) Certification,
Tamil Nadu
56 Seed License for Unisem HP/Seed/ADA/0 Seed Act, 1966, Directorate of Oct 08, January
Himachal Pradesh Agritech 9/2024 Seed Rules, 1968 Agriculture, 2025 03,
Limited & Seed (Control) Himachal 2030
Order,1983 Pradesh w.e.f
February
05, 2025
57 Seed License for Unisem LCSD20211201 Seed Control Department of November October
Maharashtra Agritech 64 Order,1983 Agriculture, 19, 2025 25,
Limited State of 2029
Maharashtra w.e.f.
October 26,
2024
*The company is in the process of updating the address mentioned in the seed licenses and changing the name on the certificate
from Unisem Agritech Private Limited to Unisem Agritech Limited.
296C. LABOUR LAW RELATED APPROVALS:
Certificat
Sr. Applicable Date of Date of
Description e is in the Registration number Authority
No laws Certificate Expiry
name of
1. Employees
Registration Employees'
(Provident
for Unisem Provident Screenshot Valid
Fund and
Employees’ Agritech GBHBL1353261000 Fund Taken from until
Miscellaneous
Provident Limited Organisatio Portal Cancelled
Provisions)
Funds n
Act, 1952
2. Registration
Employees Employees’
for Unisem Screenshot Valid
State State
Employees’ Agritech 58005077080000999 Taken from until
Insurance Act, Insurance
State Limited Portal Cancelled
1948 Corporation
Insurance
3. Shops &
Establishment
s Registration
Certificates at Issued on
Karnataka Department
“RS No, January 24,
Unisem 142/MAG/S/0001/201 Shops and of Labour: Decembe
11B/2A/4, 2014
Agritech 4 Commercial Government r 31,
Magod Renewed on
Limited Establishment of 2028
Village, Near December
Act, 1961 Karnataka
KSRTC, Bus 10, 2023
Depot,
Ranebennur,
581115”
4. Shops &
Establishment
s Registration
The Madhya Department
Certificates at
Unisem Pradesh Shops of Labour: Valid
“192-A, INDO250529SE01569 May 29,
Agritech & Government until
Greater 3 2025
Limited Establishment of Madhya Cancelled
Brakeshwari
Act, 1958 Pradesh
Pipliyahana
Indore Dist.-
Indore”
5. Shops &
Establishment
s Registration
Certificates at
Karnataka Department
No. 29, New
Unisem Shops and of Labour: Decembe
2, 7th main, July 02,
Agritech 33/134/CE/0017/2025 Commercial Government r 31,
CHBCS 2025
Limited Establishment of 2029
Layout, 21st
s Act. 1961, Karnataka
cross,
Vijaynagar,
Karnataka -
560040
297Certificat
Sr. Applicable Date of Date of
Description e is in the Registration number Authority
No laws Certificate Expiry
name of
6. Shops &
Establishment
s Registration
Labour
Certificates at Uttar Pradesh
Unisem Department: Valid
SB 13, Shastri Shops and July 04,
Agritech UPSA09732769 Government until
Nagar, Saint Establishment 2025
Limited of Uttar Cancelled
Merry School, s Act, 1962
Pradesh
Ghaziabad,
Uttar Pradesh
-201002
7. Registration
License No. ALC -
Certificate
DH/CLA/C- Contract Department
under
Unisem 13047435/2025-26 Labour of Labour:
Contract September11 May 02,
Agritech (Regulation Government
Labour , 2025 2026
Limited Registration no. ALC- and Abolition) of
(Regulation &
DH/CL/P- Act, 1970 Karnataka
Abolition)
11234369/2025-26
Act, 1970
8. Labour Unisem 1-7117-2268-5 Labour Laws Ministry of Verified Valid
Identification Agritech Labour and from EPFO until
number (LIN) Limited Employmen Portal Cancelled
Certification t
D. APPROVALS APPLIED IN RELATION TO INTELLECTUAL PROPERTY RIGHT (IPR)
Registration Applicable
Sr. No. Description Class Issuing Authority Date of Application
Number/Mark/Label Laws
1. Registration Application Number - 31 Trade Trade Mark February 13, 2025
for Trade 6854730 Marks Registry, Intellectual
Mark* Trademark image Act, 1999 Property Building,
G. S. T. Road,
Guindy,
Chennai600032
2. Registration Application Number – 31 Trade Trade Mark November 8, 2025
for Trade 7328919 Marks Registry, Intellectual
Mark Trademark image Act, 1999 Property Building,
G. S. T. Road,
Guindy,
Chennai600032
* We have also applied for a name change for which Temporary reference no. is 12106029.
I. THE DETAILS OF DOMAIN NAME:
Sr. Domain Name Name of Registrar/ IANA Creation Date Expiry Date
No. ID
1. Unisem.in Namecheap.com/ 146350851 June 20 2024 June 19 2029
298IV. APPROVALS OR LICENSES APPLIED BUT NOT RECEIVED:
Application
Sr. Date of
Description in the name Application number Applicable laws Authority
No Application
of
1. Seed License Unisem Registration ID – Seed Act, 1966, Agriculture Not
application Agritech BHA2302585203 Seed Rules, 1968 Department, Available
for Bihar Limited & Seed (Control) Government of
Order,1983 Bihar
2. Seed License Unisem 22012206 Seed Act, 1966 & Department of Feb 06,
application Agritech Seed (Control) Agriculture, 2025
for Jharkhand Limited Order,1983 Government of
Jharkhand
3. Seed License Unisem Not Available Seed Act, 1966 & Directorate of July 25,
application Agritech Seed (Control) Horticulture, 2025
for Odisha Limited Order,1983 Odisha
4. Seed License Unisem Central Seed license no. Seed (Control) Commissionerate August 13,
application Agritech RRD/0/ADDL.DA/CSL/2014/1140 Order,1983 of Agriculture, 2025
for Andhra Limited Guntur, Andhra
Pradesh Pradesh
5. Seed License Unisem Application no. Seed Act, 1966 & Department of October 15,
application Agritech 176051467849520727086 Seed (Control) Agriculture, West 2025
for West Limited Order,1983 Bengal
Bengal
6. Seed License Unisem SARAL ID: SEEDLIC/2025/03810 Seed Act, 1966 & Department of October 14,
application Agritech Seed (Control) Agriculture and 2025
for Haryana Limited Order,1983 Farmer Welfare
7. Seed License Unisem Application Reference Number: Seed Act, 1966 & Department of October 10,
application Agritech CAF -SWA/2025/88356 Seed (Control) Industries and 2025
for Assam Limited Order,1983 Commerce
8. Seed License Unisem License no. SL23018012118989 Seed Act, 1966, Agriculture Not
renewal Agritech Seed Rules, 1968 Department, Available
application Private & Seed (Control) Government of
for Bihar Limited Order,1983 Bihar
V. APPROVALS OR LICENSES PENDING TO BE APPLIED:
1. Shop and establishment for the state of Haryana.
2. Shop and establishment for the state of West Bengal.
(The remainder of this page has been intentionally left blank)
299OTHER REGULATORY AND STATUTORY DISCLOSURES
AUTHORITY FOR THE ISSUE
The Fresh Issue of Equity Shares in terms of this Red Herring Prospectus has been authorized by a resolution by the Board of
Directors passed at their meeting held on 03.03.2025 under Section 62(1)(c) of the Companies Act 2013 and subject to the
approval of the members and such other authorities as may be necessary.
The Fresh Issue of Equity Shares in terms of this Red Herring Prospectus has been authorized by the shareholders by special
resolution at the Extra Ordinary General Meeting held on 05.03.2025 under Section 62(1)(c) and other applicable provisions
of the Companies Act 2013.
The Company has obtained approval from BSE vide letter dated 18.11.2025 to use the name of BSE in this Red Herring
Prospectus for listing of Equity Shares on the BSE SME. BSE is the designated stock exchange.
Our Board has approved the Draft Red Herring Prospectus through its resolution dated 22.09.2025.
Our Board has approved this Red Herring Prospectus through its resolution dated 04.12.2025
Confirmation:
• Our Company, our Promoters, Promoter Group, our directors, person(s) in control of the promoter or our Company have
not been prohibited from accessing the capital market or debarred from buying, selling or dealing in securities under any
order or direction passed by the SEBI or any securities market regulator in any other jurisdiction or any other
authority/court.
• Our Company, our Promoters, Promoter Group are in compliance with the Companies (Significant Beneficial Ownership)
Rules, 2018.
• None of our Directors are in any manner associated with the securities market and there has been no action taken by the
SEBI against the Directors or any other entity with which our directors are associated as promoters or directors.
• None of the Directors are associated with any entities, which are engaged in securities market related business and are
registered with SEBI for the same.
• There are no violations of securities laws committed by any of them in the past or pending against them, nor have any
companies with which any of our Company, our Promoters, Directors, persons in control of our Company or any natural
person behind the Promoter are or were associated as a promoter, director or person in control, been debarred or prohibited
from accessing the capital markets under any order or direction passed by the SEBI or any other regulatory or government
authority.
• Neither our Company, nor our Promoters, our Directors, relatives (as per the Companies Act, 2013) of Promoter or the
person(s) in control of our Company have been identified as a wilful defaulter or fraudulent borrower by the RBI or other
governmental authority and there has been no violation of any securities law committed by any of them in the past and
For further details please refer our section titled, “Outstanding Litigations and Material Developments” on page no. 283
of this Red Herring Prospectus.
Our Company is an “Unlisted Issuer” in terms of the SEBI ICDR Regulations, 2018; and this Issue is an “Initial Public Issue”
in terms of the SEBI ICDR Regulations, 2018.
ELIGIBILITY FOR THE ISSUE
Our Company is not ineligible in terms of Regulations 228 of SEBI ICDR Regulations, 2018 for this Issue as:
• Neither our company, nor any of its Promoters, Promoter Group or Directors are debarred from accessing the capital
market by the Board.
• Neither our Promoters, nor any directors of our Company are a promoter or director of any other company which is
debarred from accessing the capital market by the Board.
• Neither our Promoters nor any of our directors is declared as Fugitive Economic Offender.
300• Neither our Company, nor our Promoters, relatives (as defined under the Companies Act, 2013) of our Promoters nor our
directors, are Wilful Defaulters or Fraudulent Borrowers.
• Our Company is eligible for the Issue in accordance with Regulation 229(1) and other provisions of Chapter IX of the
SEBI ICDR Regulations 2018, as we are an Issuer whose post issue paid-up capital would be less than or equal to Rs.10
crores, and can issue Equity Shares to the public and propose to list the same on the SME Platform of BSE Limited.
Further, in accordance with Regulation 230(1) of the SEBI ICDR Regulations, 2018;
• The application is being made to SME Platform of BSE Limited and BSE Limited is the Designated Stock Exchange.
• The Equity Shares are fully paid and there are no partly paid-up Equity Shares as on the date of filing this Red Herring
prospectus.
• All Equity Shares held by our Promoters are in dematerialized form.
• The entire fund requirement is to be funded from the proceeds of the Issue, there is no requirement to make firm
arrangements of finance through verifiable means towards at least 75% of the stated means of finance, excluding the
amounts to be raised through the proposed Issue. The fund requirement and deployment are based on internal management
estimates and have not been appraised by any bank or financial institution. For details, please refer the chapter ‘Objects
of the Issue’ on page no. 86 of this Red Herring prospectus.
• The amount dedicated for general corporate purposes, as mentioned in ‘Objects of the Issue’ in this Red Herring
Prospectus on page no. 86 does not exceed Fifteen per cent (15%) of the amount being raised by the issuer or Rs. 10
crores, whichever is lower.
We further confirm that:
• In accordance with Regulation 260 of the SEBI ICDR Regulations, 2018, this issue is 100% underwritten and that the
Book Running Lead Manager to the Issue shall underwrite minimum 15% of the Total Issue Size.
• In accordance with Regulation 268 of the SEBI ICDR Regulations, 2018, we shall ensure that the total number of
proposed Allottees in the issue shall be greater than or equal to 200 (Two Hundred), otherwise, the entire application
money will be refunded within 2 (Two) working days of such intimation. If such money is not repaid within 2 (Two)
working days from the date our Company becomes liable to repay it, then our Company and every officer in default shall,
on and from expiry of 2 (Two) working days of the closure of the offer.
• In accordance with Regulation 245 (1) and (2) of the SEBI ICDR Regulations, the issue documents contain:
1. All material disclosures which are true and adequate so as to enable the applicants to take an informed
investment decision;
2. Disclosures specified in the Companies Act, 2013;
3. Disclosures specified in Part A of Schedule VI;
4. Details pertaining to Employees’ Provident Fund and Employee State Insurance Corporation;
5. Site visit report of issuer prepared by the Book Running Lead Manager is made available as a material
document for inspection; and
6. Fees of Book Running Lead Manager to be disclosed in Prospectus.
• In terms of Regulation 246 (1) of the SEBI ICDR Regulations, 2018, a copy of the Red Herring Prospectus/ Prospectus
shall be filed with the SEBI through the Book Running Lead Manager immediately upon filing of the Red Herring
Prospectus/ Prospectus with the Registrar of Companies.
However, as per Regulation 246 (2) of the SEBI ICDR Regulations, 2018, The SEBI shall not issue any observation on the
Offer Document.
Further, in terms of Regulation 246 (3) of the SEBI ICDR Regulations, 2018 the Book Running Lead Manager shall also submit
a due diligence certificate as per format prescribed by SEBI along with the draft offer document.
301Further, in terms of Regulation 246 (4) of the SEBI ICDR Regulations, 2018 the Red Herring Prospectus/ Prospectus shall be
displayed from the date of filling in terms of sub-regulation (1) on the website of the SEBI, the Book Running Lead Manager
and Stock exchange.
Moreover, in terms of Regulation 246 (5) of the SEBI ICDR Regulations, 2018, a copy of the Red Herring Prospectus/
Prospectus shall also be furnished to the SEBI in a soft copy.
In accordance with Regulation 261 of the SEBI ICDR Regulations, 2018, we hereby confirm that we have entered into an
agreement dated 10.09.2025 with the Book Running Lead Manager and an agreement dated 24.11.2025 with Market Maker to
ensure compulsory Market Making for a minimum period of 3 (Three) years from the date of listing of Equity Shares on the
BSE Limited.
In terms of Regulation 229(3) of the SEBI ICDR Regulations, 2018, we confirm that we have fulfilled eligibility criteria
for SME Platform of BSE, which are as under:
• Incorporation: The Company shall be incorporated under the Companies Act, 1956/ 2013.
Our Company is incorporated under the Companies Act, 2013 in India.
• Post Issue Paid up Capital: The post issue paid up capital of the Company shall not be more than Rs. 25 crores.
The post issue paid up capital of the Company will be ₹ 5.67 Crores. So, the company has fulfilled the criteria of post
issue paid up capital shall not be more than ₹ 25.00 crores.
• Net-worth: At least Rs. 1 crore for 2 preceding full financial years.
As per Financial Statements, the net-worth of the Company is ₹ 9.60 crores as on March 31, 2025 and ₹ 5.32 crores as
on March 31, 2024. Therefore, the company satisfies the criteria of having positive net worth.
(Rs in Lakhs)
Particulars As on 31 March, 2025 As on 31 March, 2024
Share Capital 401.60 401.60
Reserves and surplus 558.05 130.65
Total Net-Worth 959.65 532.25
• Net Tangible Assets: Rs. 3 crores in last preceding (full) financial year
As per Financial Statements, the net tangible assets of the Company are ₹ 9.49 crores as in last full financial year i.e. year
2024-25.
(Rs in Lakhs)
Particulars As on 31 March, 2025
Net Assets 959.65
Less: Intangible Assets (10.31)
Net Tangible Assets 949.34
• Track Record: The track record of applicant company seeking listing should be at least 3 years. Where the applicant
company has taken over a proprietorship concern/ registered partnership firm/ LLP, then the track record together
with such proprietorship concern/ registered firm/ LLP should be at least 3 years.
Our Company was incorporated on September 9, 2016 under the provisions of the Companies Act, 2013. Hence, we are
in compliance with criteria of having track record of 3 years.
• Earnings before Interest, Depreciation and tax: Operating Profit (earnings before interest, depreciation and tax) of ₹
1 crore from operations for at least 2 (Two) out of 3 (Three) financial years
Our Company is having operating profit (amount in crore), details are mentioned as below
302(Rs in Lakhs)
For the period/ year ended
Particulars March 31, March 31, March 31,
2025 2024 2023
Operating profit 710.02 402.66 269.09
• It is mandatory for the Company to facilitate trading in demat securities and enter into an agreement with both the
depositories.
To enable all shareholders of the Company to have their shareholding in electronic form, the Company had signed the
tripartite agreements with the Depositories and the Registrar and Share Transfer Agent. The Company’s shares bear an
ISIN: INE1FHV01026
• Leverage Ratio: Leverage ratio not more than 3:1. Details of leverage ratio as mentioned below:
(Rs in Lakhs)
For the period/ year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Total Debt 1,190.19 611.32 581.47
Total Equity 959.65 532.25 446.93
Leverage Ratio 1.24 1.15 1.30
• Our Company has not been referred to erstwhile Board for Industrial and Financial Reconstruction (BIFR) or no
proceedings have been admitted under Insolvency and Bankruptcy Code against our Company and Promoting
Companies.
• Our Company has not received any winding up petition admitted by a NCLT/Court.
• Our Company has not been referred to National Company Law Tribunal under Insolvency Bankruptcy Code, 2016.
• Our Company has a website i.e. www.unisem.in.
• No material regulatory or disciplinary action by a stock exchange or regulatory authority in the past three years against
our Company.
• Our Company has facilitated trading in demat securities and has entered into an agreement with both the depositories.
• There should not be any change in the promoters of the company in preceding one year from date of filing the application
to BSE for listing under SME segment.
• The composition of the board should be in compliance with the requirements of Companies Act, 2013.
• No pending defaults in respect of payment of interest and/ or principal to the debenture/ bond/ fixed deposit holders by
the applicant company, promoters/ promoting company(ies), Subsidiary Companies.
• Neither Book Running Lead Manager nor the Company have been withdrawal/ rejection by the Exchanges in the last six
months.
Disclosure:
We further confirm that:
➢ There is no material regulatory or disciplinary action taken by a stock exchange or regulatory authority in the past one
year in respect of Promoters/ Promoting Company(ies), Group Companies, Companies promoted by the Promoters/
Promoting Companies of our Company.
➢ There has been no change in the company’s name, except for the conversion from a private limited to a limited company.
Therefore, the requirement of earning at least fifty per cent (50%) of its revenue from activities indicated by a new name
does not apply.
303➢ There is no default in payment of interest and/or principal to the debenture/ bond/ fixed deposit holders, banks, FIs by our
Company, Promoters/ Promoting Company(ies), Group Companies, Companies promoted by the Promoters/ Promoting
Company(ies) during the past three years.
➢ There are no litigations record against our Company, Promoters/ Promoting Company(ies), Group Companies, Companies
Promoted by the Promoters/ Promoting Company(ies), except as disclosed in this Red Herring prospectus.
➢ There are no criminal cases filed against the directors of our Company involving serious crimes like murder, rape, forgery,
economic offences.
➢ We further confirm that we will comply with all other requirements as prescribed for such an Issue under Chapter IX of
the SEBI ICDR Regulations, 2018, and subsequent circulars and guidelines Issued by SEBI and the Stock Exchange.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF OFFER DOCUMENT TO THE SECURITIES
AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE DEEMED OR CONSTRUED THAT
THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY
EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE
IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS
EXPRESSED IN THE OFFER DOCUMENT. THE BOOK RUNNING LEAD MANAGER, GETFIVE ADVISORS
PRIVATE LIMITED HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE OFFER DOCUMENT ARE
GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SEBI (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 IN FORCE FOR THE TIME BEING. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING
INVESTMENT IN THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY RESPONSIBLE
FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE
OFFER DOCUMENT, THE BOOK RUNNING LEAD MANAGER, GETFIVE ADVISORS PRIVATE LIMITED IS
EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER DISCHARGES ITS
RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING
LEAD MANAGER HAS FURNISHED TO SEBI A DUE DILIGENCE CERTIFICATE DATED 04.12.2025.
THE FILING OF THE OFFER DOCUMENT DOES NOT, HOWEVER, ABSOLVE OUR COMPANY FROM ANY
LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF OBTAINING SUCH
STATUTORY AND OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED
ISSUE. 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 OFFER DOCUMENT.
DISCLAIMER STATEMENT FROM OUR COMPANY AND THE BOOK RUNNING LEAD MANAGER
Our Company, our Directors and the Book Running Lead Manager accept no responsibility for statements made otherwise than
in this Red Herring Prospectus or in the advertisements or any other material issued by or at instance of our Company and
anyone placing reliance on any other source of information would be doing so at his or her own risk. The Book Running Lead
Manager accepts no responsibility, save to the limited extent as provided in the MOU/ Issue Agreement entered into between
the Book Running Lead Manager and our Company 10.09.2025 and the Underwriting Agreement dated 20.11.2025 into
between the Underwriter and our Company and the Market Making Agreement dated 24.11.2025 entered into among the Book
Running Lead Manager, the Market Maker and our Company. All information shall be made available by our Company and
the Book Running Lead Manager to the Applicants and public at large and no selective or additional information would be
available for a section of the investors in any manner whatsoever, including at road show presentations, in research or sales
reports, at collection centers or elsewhere. The Book Running Lead Manager and their respective associates and affiliates may
engage in transactions with, and perform services for our Company, our Group Entities and our respective affiliates and
associates in the ordinary course of business, and have engaged, or may in the future engage in commercial banking and
investment banking transactions with our Company or our Group Entities or their respective affiliates or associates for which
they have received, and may in future receive compensation.
304DISCLAIMER CLAUSE OF THE SME PLATFORM OF BSE
The copy of this Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus is submitted to BSE. Post scrutiny of this
Red Herring prospectus, the Disclaimer Clause as intimated by BSE to us is read as under:
BSE Limited ("BSE") has vide its letter dated 18.11.2025, given permission to “Unisem Agritech Limited” to use its name in
this Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus as the Stock Exchange on whose Small and Medium
Enterprises Platform (“SME platform”) the Company’s securities are proposed to be listed. BSE has scrutinized this Draft Red
Herring Prospectus/ Red Herring Prospectus/ Prospectus for its limited internal purpose of deciding on the matter of granting
the aforesaid permission to the Company. BSE does not in any manner.
i. Warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Red Herring Prospectus/
Red Herring Prospectus/ Prospectus; or
ii. Warrant that this Company's securities will be listed on completion of Initial Public Offering or will continue to be listed
on BSE; or
iii. Take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme
or project of this Company.
iv. Warrant, certify or endorse the validity, correctness or reasonableness of the price at which the equity shares are offered
by the Company and investors are informed to take the decision to invest in the equity shares of the Company only after
making their own independent enquiries, investigation and analysis. The price at which the equity shares are offered by
the Company is determined by the Company in consultation with the Merchant Banker (s) to the issue and the Exchange
has no role to play in the same and it should not for any reason be deemed or construed that the contents of this Red
Herring Prospectus have been cleared or approved by BSE. Every person who desires to apply for or otherwise acquire
securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any
claim against BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection
with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other
reason whatsoever.
v. BSE does not in any manner be liable for any direct, indirect, consequential or other losses or damages including loss of
profits incurred by any investor or any third party that may arise from any reliance on this Red Herring Prospectus or for
the reliability, accuracy, completeness, truthfulness or timeliness thereof.
vi. The Company has chosen the SME platform on its own initiative and at its own risk, and is responsible for complying
with all local laws, rules, regulations, and other statutory or regulatory requirements stipulated by BSE/other regulatory
authority. Any use of the SME platform and the related services are subject to Indian laws and Courts exclusively situated
in Karnataka.
DISCLAIMER IN RESPECT OF JURISDICTION
The Issue is being made in India to persons resident in India (including Indian nationals resident in India who are not minors,
HUFs, companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in
shares, Indian Mutual Funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-
operative banks (subject to RBI permission), or trusts under applicable trust law and who are authorized under their constitution
to hold and invest in shares, public financial institutions as specified in Section 2(72) of the Companies Act, 2013, VCFs, state
industrial development corporations, insurance companies registered with Insurance Regulatory and Development Authority,
provident funds (subject to applicable law) with minimum corpus of Rs. 2,500 Lakhs, pension funds with minimum corpus of
Rs. 2,500 Lakhs and the National Investment Fund, and permitted non-residents including FIIs, Eligible NRIs, QFIs,
multilateral and bilateral development financial institutions, FVCIs and eligible foreign investors, provided that they are
eligible under all applicable laws and regulations to hold Equity Shares of the Company, this Red Herring Prospectus does not,
however, constitute an invitation to purchase shares offered hereby in any jurisdiction other than India to any person to whom
it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession this Red Herring Prospectus
comes is required to inform himself or herself about, and to observe, any such restrictions. Any dispute arising out of the Issue
will be subject to the jurisdiction of appropriate court(s) in Karnataka, India only.
305No 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 Red Herring Prospectus has been filed with BSE Limited for its observations and BSE Limited shall
give its observations in due course.
Accordingly, the Equity Shares represented hereby may not be offered or sold, directly or indirectly, and this Draft Red Herring
Prospectus/ Red Herring Prospectus/ Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal
requirements applicable in such jurisdiction. Neither the delivery of this Draft Red Herring Prospectus/ Red Herring Prospectus/
Prospectus nor any sale hereunder shall, under any circumstances, create any implication that there has been no change in the
affairs of our Company since the date hereof or that the information contained herein is correct as of any time subsequent to
this date.
No person outside India is eligible to bid for Equity Shares in the Issue unless that person has received the preliminary offering
memorandum for the Issue, which contains the selling restrictions for the Issue outside India.
DISCLAIMER CLAUSE UNDER RULE 144A OF THE U.S. SECURITIES ACT
The Equity Shares have not been and will not be registered under the U.S. Securities Act 1933, as amended (the “Securities
Act”) or any state securities laws in the United States and may not be offered or sold within the United States or to, or for the
account or benefit of, “U.S. persons” (as defined in Regulation S of the Securities Act), except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the Securities Act.
Accordingly, the Equity Shares will be offered and sold (i) in the United States only to “qualified institutional buyers”, as
defined in Rule 144A of the Securities Act, and (ii) outside the United States in offshore transactions in reliance on Regulations
under the Securities Act and in compliance with the applicable laws of the jurisdiction where those offers and sales occur.
Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore transactions in compliance
with Regulations under the Securities Act and the applicable laws of the jurisdictions where those offers and sales occur. The
Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction outside India
and may not be offered or sold, and applications may not be made by persons in any such jurisdiction, except in compliance
with the applicable laws of such jurisdiction. Further, each applicant, wherever requires, agrees that such applicant will not sell
or transfer any Equity Share or create any economic interest therein, including any off shore derivative instruments, such as
participatory notes, issued against the Equity Shares or any similar security, other than pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable laws and
legislations in each jurisdiction, including India.
FILING
The Red Herring Prospectus shall be filed with BSE Limited, 25th Floor, P. J. Towers, Dalal Street, Fort, Mumbai – 400001.
Neither the Draft Offer document was filed with SEBI, nor SEBI shall issue any observation on the Offer Document in terms
of Regulation 246(2) of the SEBI (ICDR) Regulations, 2018. Pursuant to regulation 246(5) of SEBI ICDR Regulations, 2018
and SEBI Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a copy of Offer document will be
filed online through SEBI Intermediary Portal at https://siportal.sebi.gov.in.
A copy of Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus shall be available on website of the Company
www.unisem.in, Book Running Lead Manager www.getfive.in and Stock Exchange www.bsesme.com.
A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under Section 32
of the Companies Act, 2013 will be filed to the RoC through the electronic portal at http://www.mca.gov.in and a copy of the
Prospectus to be filed under Section 26 of the Companies Act, 2013 will be filed to the RoC through the electronic portal at
http://www.mca.gov.in
LISTING
Application is to be made to the SME Platform of BSE for obtaining permission to deal in and for an official quotation of our
Equity Shares. BSE is the Designated Stock Exchange, with which the Basis of Allotment will be finalized for the Issue.
Our Company has received an In-Principle Approval letter dated 18.11.2025 from BSE for using its name in this Red Herring
Prospectus for listing our shares on the SME Platform of BSE.
306If the permissions to deal in and for an official quotation of our Equity Shares are not granted by the BSE, the Company shall
refund through verifiable means the entire monies received within Four days of receipt of intimation from stock exchanges
rejecting the application for listing of specified securities, and if any such money is not repaid within four day after the issuer
becomes liable to repay it the issuer and every director of the company who is an officer in default shall, on and from the expiry
of the fourth day, be jointly and severally liable to repay that money with interest at the rate of fifteen per cent per annum.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of
trading at the SME Platform of BSE mentioned above are taken within 3 (Three) Working Days from the Offer Closing Date.
CONSENTS
We have obtained consents* in writing of our Directors, Promoters, Company Secretary & Compliance Officer, Chief Financial
Officer, Chief Executive Officer, the Book Running Lead Manager, Registrar to the Issue, Peer Review Auditor, the Statutory
Auditor to the Company, the Legal Advisor, Banker to the Company, Market Maker(s), Underwriter(s), and the Banker(s) to
the Issue/ Escrow Collection Bank(s) to act in their respective capacities. These consents will be filed along with a copy of the
Prospectus with the RoC as required Section 26 and Section 32 of the Companies Act, 2013. Further, such consents and report
will not be withdrawn up to the time of delivery of the Prospectus for registration with the RoC.
*The consents will be filed with RoC while registering the Prospectus with RoC.
Our Auditors have given their written consent to the inclusion of their report in the form and context in which it appears in this
Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus and such consent and report is not withdrawn up to the
time of delivery of this Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus with BSE Limited.
EXPERT OPINION TO THE ISSUE
Except as stated below, our Company has not obtained any expert opinions:
1- Our Company has received written consent from Peer Reviewed Auditor namely, S K S V M & Co., Chartered Accountants
to include their name in respect of report on restated financial statements for the financial year ended March 31, 2023,
2024 and 2025 and for the stub period ended on September 30, 2025 and the Statement of Possible Tax Benefits dated
20.11.2025 issued by them as included in this Red Herring Prospectus, as required under section 26(5) of the Companies
Act, 2013 in this Red Herring Prospectus and as “Expert” as defined under section 2(38) of the Companies Act, 2013 and
such consent has not been withdrawn as on the date of this Red Herring Prospectus. However, the term “expert” shall not
be construed to mean an “expert” as defined under the U.S. Securities Act.
2- Our Company has received a written consent, from M V BHAT, CS M V BHAT, the Practicing Company Secretary, having
the membership number F12261, to include their name as required under Section 26(5) of the Companies Act, 2013 read
with SEBI ICDR Regulations in this Red Herring Prospectus as an “expert” as defined under Section 2(38) of Companies
Act, 2013, in respect of certificates issued by them in their capacity as the independent practicing company secretary to
our Company, and such consent has not been withdrawn as on the date of this Red Herring prospectus. However, the term
“expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
3- Our Company has received a written consent, from Rajul Garg, GARG & ASSOCIATES, the Charter Engineer, having the
membership number M-1707846, to include their name as required under Section 26(5) of the Companies Act, 2013 read
with SEBI ICDR Regulations in this Red Herring Prospectus as an “expert” as defined under Section 2(38) of Companies
Act, 2013, in respect of certificates issued by them in their capacity as the independent charter engineer to our Company,
and such consent has not been withdrawn as on the date of this Red Herring prospectus. However, the term “expert” shall
not be construed to mean an “expert” as defined under the U.S. Securities Act.
COMMISSION AND/ OR BROKERAGE ON PREVIOUS ISSUES
Since this is the Initial Public Offer of the Equity Shares by our Company, no sum has been paid or has been payable as
commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of our Equity Shares since
inception.
307PERFORMANCE VIS-À-VIS OBJECT
Our Company is an “Unlisted Issuer” in terms of the SEBI ICDR Regulations, 2018, and the Issue is an “Initial Public Offering”
in terms of the SEBI ICDR Regulations, 2018. Therefore, data regarding promise versus performance is not applicable to us.
None of the Group Companies has made public issue of Equity Shares during the period of ten years immediately preceding
the date of filing this Red Herring Prospectus with the BSE Limited.
PERFORMANCE VIS-À-VIS OBJECTS - LAST ISSUE OF SUBSIDIARY COMPANIES
Not Applicable
TRACK RECORDS OF PAST ISSUES HANDLED BY GETFIVE ADVISORS PRIVATE LIMITED*
For details regarding the track record of the past Issues handled as specified under circular reference CIR/MIRSD/1/2012 dated
January 10, 2012 issued by the SEBI, please refer to the website www.getfive.in.
Disclosure of Price Information of Past Issues Handled by Merchant Banker
Table 1
+/- % Change +/- % Change +/- % Change
in Closing in Closing in Closing
Price, (+/- % Price, (+/- % Price, (+/- %
Opening
Change in Change in Change in
Sr. Issue Size (₹ Issue Listing Price on
Issuer Name Closing Closing Closing
No in Cr.) Price (₹) Date Listing
Benchmark) Benchmark) Benchmark)
Date (₹)
30th Calendar 90th Calendar 180th
Days from Days from Calendar Days
Listing Listing from Listing
Iware
Supplychain May 06, 3.89% 11.49% 148.26%
1 27.13 95.00 85.05
Services 2025 [+0.99%] [0.76%] [5.51%]
Limited
Initial Public Offering - Main Board – N.A.
Note:
1. The Nifty 50 are considered as the Benchmark Index.
2. “Closing Price on listing date” is taken as “Base Price” for calculating % Change in Closing Price of the respective Issues
on 30th/90th/180th Calendar days from listing.
3. “Closing Benchmark” on the listing day of script is taken as “Base Benchmark” for calculating % Change in Closing
Benchmark on 30th/90th/180th Calendar days from listing. Although it shall be noted that for comparing the script with
Benchmark, the +/- % Change in Closing Benchmark has been calculated based on the Closing Benchmark on the same day
as that of calculated for script in the manner provided in Note No. 4 below.
4. In case 30th/90th/180th day is not a trading day, closing price on NSE of the previous trading day for the script has been
considered, however, if script is not traded on that previous trading day, then last trading price has been considered.
Summary Statement of Disclosure
Table 2
Nos. of IPO trading Nos. of IPO trading Nos. of IPO trading Nos. of IPO trading at
Total at discount as on at premium as on at discount as on premium as on 180th
Total
Funds 30th calendar day 30th calendar day 180th calendar day calendar day from
Financial No.
Raised from listing date from listing date from listing date listing date
Year of
(₹ in Between Less Between Less Between Less Between Less
IPOs Over Over Over Over
Cr.) 25 - than 25 - than 25 - than 25 - than
50% 50% 50% 50%
50% 25% 50% 25% 50% 25% 50% 25%
2025-2026 1 27.13 - - 1 - - - 1 - - 1 - -
Notes: Issue opening date is considered for calculation of total number of IPOs in the respective financial year.
308IMPERSONATION
Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013
which is reproduced below:
“Any person who –
a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities,
or
b) makes or abets making of multiple applications to a company in different names or in different combinations of his name
or surname for acquiring or subscribing for its securities; or
c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other
person in a fictitious name, shall be liable for action under section 447.”
The liability prescribed under Section 447 of the Companies Act, 2013, includes imprisonment for a term of not less than six
months extending up to ten years (provided that where the fraud involves public interest, such term shall not be less than three
years) and fine of an amount not less than the amount involved in the fraud, extending up to three times of such amount.
ISSUE RELATED EXPENSES
The expenses of the Issue include, among others, underwriting and management fees, selling commission, printing and
distribution expenses, legal fees, advertising expenses and listing fees. For details of total expenses of the Issue, see the chapter
“Objects of the Issue” on page no. 86 of this Red Herring prospectus.
DETAILS OF FEES PAYABLE
Fees Payable to the Book Running Lead Manager
The total fees of Rs. [●] shall be payable to the Book Running Lead Manager by our Company.
Fees Payable to the Market Maker(s)
The fees payable to the Market Maker(s) to the Issue will be as per the Agreement Dated 24.11.2025 between our Company,
Book Running Lead Manager and Market Maker.
Fees Payable to the Registrar to the Issue
The fees payable to the Registrar to the Issue will be as per the Agreement dated 10.09.2025 executed between our Company
and the Registrar to the Issue.
The Registrar to the Issue will be reimbursed for all out-of-pocket expenses including cost of stationery, postage, stamp-duty
and communication expenses. Adequate funds will be provided by our Company to the Registrar to the Issue to enable them
to send refund orders or Allotment advice by registered post/ speed post/ under certificate of posting.
Fees Payable to Others
The total fees payable to the Legal Advisor, Auditor etc. will be as per the terms of their respective engagement letters, if any.
Underwriting Commission, Brokerage and Selling Commission
The underwriting and selling commission for the Issue is as set out in the Underwriting Agreement dated 20.11.2025 between
our Company, Book Running Lead Manager/ Underwriter and Market Maker, a copy of which is available for inspection at
our Registered Office. Payment of underwriting commission, brokerage and selling commission would be in accordance with
Section 40 of Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014 and any other
applicable laws.
PREVIOUS RIGHTS AND PUBLIC ISSUES DURING THE LAST FIVE YEARS
We have not made any previous rights and/or public issues during the last five years and are an “Unlisted Issuer” in terms of
the SEBI ICDR Regulations, 2018, amended from time to time and the Issue is an “Initial Public Offering” in terms of the
SEBI ICDR Regulations, 2018, amended from time to time.
309PREVIOUS ISSUES OF SHARES OTHERWISE THAN FOR CASH
Except as stated in the chapter titled “Capital Structure” on page no. 71 of this Red Herring prospectus, our Company has not
issued any Equity Shares for consideration otherwise than for cash.
PREVIOUS CAPITAL ISSUE DURING THE LAST THREE YEARS BY LISTED GROUP COMPANIES AND
SUBSIDIARY OF OUR COMPANY
None of the Group Companies of our Company are listed. Further, none of our Group Companies have made any Public or
Rights Issue of securities in the preceding three years.
OUTSTANDING DEBENTURES OR BOND ISSUES OR REDEEMABLE PREFERENCE SHARES OR ANY
OTHER CONVERTIBLE INSTRUMENTS ISSUED BY OUR COMPANY
Our Company does not have any outstanding debentures or bonds or Preference Redeemable Shares as on the date of filing
this Red Herring prospectus.
PARTLY PAID-UP SHARES
As on the date of this Red Herring prospectus, there are no partly paid-up Equity Shares of our Company.
OPTION TO SUBSCRIBE
o Investors will get the allotment of specified securities in dematerialization form only.
o The Equity Shares on allotment, shall be traded on Stock Exchange in demat segment only.
STOCK MARKET DATA FOR OUR EQUITY SHARES
Our Company is an "Unlisted Issuer" in terms of the SEBI ICDR Regulations, 2018, and the Issue is an "Initial Public Offering"
in terms of the SEBI ICDR Regulations, 2018. Thus, there is no stock market data available for the Equity Shares of our
Company.
MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES
The agreement between the Registrar to the Issue and our Company provides for the retention of records with the Registrar to
the Issue for a period of at least three years from the last date of dispatch of the letters of Allotment, demat credit and refund
orders to enable the investors to approach the Registrar to the Issue for redressal of their grievances.
All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name, address of
the applicant, application number, number of Equity Shares applied for, amount paid on application and the bank branch or
collection center where the application was submitted.
All grievances relating to the ASBA process and UPI may be addressed to the Registrar to the Issue with a copy to the relevant
SCSB or the member of the Syndicate (in Specified Cities), as the case may be, where the Application Form was submitted by
the ASBA Applicants, giving full details such as name, address of the applicant, application number, number of Equity Shares
applied for, amount paid on application and designated branch or the collection center of the SCSBs or the member of the
Syndicate (in Specified Cities) or Sponsor Bank, as the case may be, where the Application Form was submitted by the ASBA
Applicants.
In case of any delay in unblocking of amounts in the ASBA Accounts exceeding 2 (Two) Working Days from the Bid/ Issue
Closing Date, the applicant shall be compensated at a uniform rate of ₹ 100 per day for the entire duration of delay exceeding
2 (Two) Working Days from the Bid/ Issue Closing Date by the intermediary responsible for causing such delay in unblocking.
The Book Running Lead Manager shall, in their sole discretion, identify and fix the liability on such intermediary or entity
responsible for such delay in unblocking.
SEBI, by way of its Master Circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 (to the extent
applicable) 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. Per the Master Circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023
(to the extent applicable), 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
310alerts by SCSBs for blocking and unblocking of UPI Mandate Requests; (iii) hosting of a web portal by the Sponsor Banks
containing statistical details of mandate blocks/unblocks; (iv) limiting the facility of reinitiating UPI Bids to Syndicate
Members 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 1 (One) 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 SEBI Master Circular no.
SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 (to the extent applicable) and SEBI Master Circular no.
SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 (to the extent applicable).
In terms of SEBI Master Circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023 (to the extent applicable)
and SEBI Master Circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 (to the extent applicable) and
subject to applicable law, any ASBA Bidder whose Bid has not been considered for Allotment, due to failure on the part of
any SCSB, shall have the option to seek redressal of the same by the concerned SCSB within 3 (three) months of the date of
listing of the Equity Shares. SCSBs are required to resolve these complaints within 15 (fifteen) days, failing, failing which the
concerned SCSBs would have to pay interest at the rate of 15% p.a. for any delay beyond this period of 15 days. Further, the
investors shall be compensated by the SCSBs in accordance with SEBI Master Circular no. SEBI/HO/MIRSD/POD-
1/P/CIR/2023/70 dated May 17, 2023 (to the extent applicable), in the events of delayed unblock for
cancelled/withdrawn/deleted applications, blocking of multiple amounts for the same UPI application, blocking of more
amount than the application amount, delayed unblocking of amounts for nonallotted/partially allotted applications, for the
stipulated period. Further, in terms of SEBI Master Circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023
(to the extent applicable), the payment of processing fees to the SCSBs shall be undertaken pursuant to an application made by
the SCSBs to the Book Running Lead Manager, and such application shall be made only after (i) unblocking of application
amounts for each application received by the SCSBs has been fully completed, and (ii) applicable compensation relating to
investor complaints has been paid by the SCSBs.
In an event there is a delay in redressal of the investor grievance in relation to unblocking of amounts, the Book Running Lead
Manager shall compensate the investors at the rate higher of ₹ 100 per day or 15% per annum of the application amount for
the period of such delay, which period shall start from the day following the receipt of a complaint from the investor. The
following compensation mechanism has become applicable for investor grievances in relation to Bids made through the UPI
Mechanism for public issues opening on or after May 1, 2021, for which the relevant SCSBs shall be liable to compensate the
investor:
Scenario Compensation amount Compensation period
Delayed unblock for ₹100 per day or 15% per annum of the From the date on which the request for
cancelled/ withdrawn/ deleted Application Amount, whichever is higher cancellation/ withdrawal/ deletion is
applications placed on the bidding platform of the
Stock Exchange till the date of actual
unblock
Blocking of multiple amounts 1. Instantly revoke the blocked funds other From the date on which multiple amounts
for the same Application made than the original Application Amount; were blocked till the date of actual
through the UPI Mechanism and unblock
2. ₹100 per day or 15% per annum of the
total cumulative blocked amount except
the original Application Amount,
whichever is higher
Blocking more amount than 1. Instantly revoke the difference amount, From the date on which the funds to the
the Application Amount i.e., the blocked amount less the excess of the Application Amount were
Application Amount; and blocked till the date of actual unblock
2. ₹100 per day or 15% per annum of the
difference amount, whichever is higher
Delayed unblock for non– ₹100 per day or 15% per annum of the From the Working Day subsequent to the
Allotted/ partially Allotted Application Amount, whichever is higher finalization of the Basis of Allotment till
applications the date of actual unblock.
311Our Company, the Book Running Lead Manager and the Registrar to the Issue accept no responsibility for errors, omissions,
commission or any acts of SCSBs including any defaults in complying with its obligations under applicable SEBI ICDR
Regulations.
For helpline details of the Book Running Lead Manager pursuant to the SEBI Master Circular no.
SEBI/HO/MIRSD/POD1/P/CIR/2023/70 dated May 17, 2023 (to the extent applicable), see “General Information” on page
no 56.
DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY
The Company has appointed Registrar to the Issue, to handle the investor grievances in co-ordination with our Company. All
grievances relating to the present Issue may be addressed to the Registrar with a copy to the Compliance Officer, giving full
details such as name, address of the Applicant, number of Equity Shares applied for, amount paid on application and name of
bank and branch. The Company would monitor the work of the Registrar to the Issue to ensure that the investor grievances are
settled expeditiously and satisfactorily. The Registrar to the Issue will handle investor’s grievances pertaining to the Issue. A
fortnightly status report of the complaints received and redressed by them would be forwarded to the Company. The Company
would also be coordinating with the Registrar to the Issue in attending to the grievances to the investor.
All grievances relating to the ASBA process and UPI may be addressed to the SCSBs, giving full details such as name, address
of the Applicant, number of Equity Shares applied for, amount paid on application and the Designated Branch of the SCSB
where the Application Form was submitted by the ASBA Applicant. We estimate that the average time required by us or the
Registrar to the Issue or the SCSBs for the redressal of routine investor grievances will be 7 (Seven) business days from the
date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, we
will seek to redress these complaints as expeditiously as possible.
The Registrar to the Issue shall obtain the required information from the SCSBs and Sponsor Banks for addressing any
clarifications or grievances of ASBA investors. Our Company, the Book Running Lead Manager and the Registrar to the Issue
accept no responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in complying with its
obligations under applicable SEBI ICDR Regulations 2018. Investors can contact the Company Secretary and Compliance
Officer or the Registrar to the Issue in case of any pre-Issue or post-Issue related problems such as nonreceipt of letters of
Allotment, non-credit of allotted Equity Shares in the respective beneficiary account, non-receipt of refund intimations and
non-receipt of funds by electronic mode.
SEBI has launched a centralized web-based complaints redress system “SCOREs”. This would enable investors to lodge and
follow up their complaints and track the status of redressal of such complaints from anywhere. For more details, investors are
requested to visit the website www.scores.gov.in. Our Company shall obtain authentication on the SCOREs and comply with
the SEBI circular (CIR/OIAE/1/2013) dated April 17, 2013 in relation to redressal of investor grievances through SCOREs.
The Board has constituted a Stakeholders Relationship Committee to review and redress the shareholders and investor
grievances such as transfer of Equity Shares, non-recovery of balance payments, declared dividends, approve subdivision,
consolidation, transfer and issue of duplicate shares. For further details, please refer to the “Our Management” on page no.
184 of this Red Herring prospectus.
As on the date of this Red Herring prospectus, there are no pending investor complaints. Our Company has not received any
investor complaint in the three years prior to the filing of this Red Herring prospectus.
Our Company has appointed Company Secretary and Compliance Officer and may be contacted at:
Bobby Seth
Unisem Agritech Limited
Address: 11B/B/2A/4, Near KSRTC, Bus Depot, Magoda Village, Ranebennur, Haveri, Karnataka, India, 581115
Tel: +91 9141031113
Email: compliance.officer@unisem.in
Websites: www.unisem.in
Investors can contact the Company Secretary and Compliance Officer or the Registrar to the Issue in case of any pre-Issue or
post-Issue related problems such as non-receipt of letters of Allotment, credit of allotted Equity Shares in the respective
beneficiary account or refund orders, etc.
312As on the date of this Red Herring prospectus, there are no pending investor complaints. Our Company has not received any
investor complaint in the three years prior to the filing of this Red Herring prospectus.
Our Company, Book Running Lead Manager and the Registrar accept no responsibility for errors, omissions, commission of
any acts of the Designated Intermediaries, including any defaults in complying with its obligations under the SEBI ICDR
Regulations, 2018.
CAPITALIZATION OF RESERVES OR PROFITS
Save and except as stated in the chapter titled ‘Capital Structure’ on page no. 70 of this Red Herring Prospectus, our Company
has not capitalized its reserves or profits at any time since inception.
REVALUATION OF ASSETS
Our Company has not revalued its assets since Incorporation.
SERVICING BEHAVIOR
There has been no default in payment of statutory dues or of interest or principal in respect of our borrowings or deposits.
EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY, GRANTED BY
SEBI
Our Company had filed an exemption application dated June 26, 2025 with SEBI under Regulation 300(1)(c) of the Securities
& Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 for seeking exemption from
disclosing i) Mrs. G Manjula (relative of Mr BH Devasinghnaik) ii) Mrs. Rupa R Sabhahit and iii) Mr Rajesh Hegde (relatives
of Anil K N) and their connected entities (Related entities) as defined under 2(1)(pp)(iv) of the Securities & Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations 2018 in the promoter group of Unisem Agritech Limited.
The Securities & Exchange Board of India issued letter dated pursuant to the exemption having reference number
SEBI/HO/CFD/RAC-DIL1/P/OW/2025/23546/1 dated September 2, 2025 has advised and ensure the followings:
i) To classify and disclose Mrs G Manjula, Mrs Rupa R Sabhahit and Mr Rajesh Hegde and the Related Entities; as part
of the promoter group as per the SEBI(ICDR) Regulations, 2018 and inform them about such inclusion as promoter
group members;
ii) To disclose inability to obtain information about Related Members and Related Entities in the offer document;
iii) To make all applicable disclosures in the offer document based on the information as available in the public domain.
iv) To include appropriate Risk Factor in the offer documents.
v) Further, this letter along with all your aforementioned communications shall be included in the material contracts and
documents for inspection as disclosed in the offer document.
OTHER CONFIRMATIONS
No person connected with the Issue shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind
or services or otherwise to any person for making an application in the Issue, except for fees or commission for services
rendered in relation to the Issue.
There are no conflicts of interest between (i) the suppliers of raw materials and third-party service providers (crucial for
operations of our Company) or (ii) the lessors of our immovable properties (crucial for our operations) and our Company,
Promoters, Promoter Group, Key Managerial Personnel’s, Directors, Subsidiaries/ Group Companies, and their directors.
Except as disclosed in this Red Herring prospectus, there are no findings/ observations pursuant to any inspections of the
Company by SEBI or any other regulatory authority that we considered material and nondisclosure of which may have bearing
on the investment decisions of the applicant.
(The remainder of this page has been intentionally left blank)
313OUR GROUP COMPANY
In terms of the SEBI ICDR Regulations, 2018, ‘Group Companies’ of our Company shall include:
i. the companies with which there were related party transactions as disclosed in the Restated Financial Statements during
any of the last three Financial Years in respect of which the Restated Financial Statements are included in this Red
Herring Prospectus; and
ii. such other companies as considered material by the Board. For the purposes of (ii) above, pursuant to the resolution
passed by our Board at its meeting held on 16.09.2025 the Board has approved that no companies shall be considered
material.
In addition to the above, for the purposes of (2) above, all such companies (other than the companies categorized under (1)
above) shall be considered material and will be disclosed as a ‘Group Companies’ in the Offer Documents, (a) if such company
(ies) in which, the investment in the form of equity or loan by the Company exceeds 2% of the Net worth of the Company
according to the latest annual restated consolidated financial statements or (b) Where the Company has entered into one or
more transactions with such company (ies) cumulatively exceeding 4% of the turnover of the Company according to the latest
annual restated consolidated financial statements or (c) any other companies considered material by the Board of Directors of
the Company.
Accordingly, based on the parameters outlined above, as on the date of this Red Herring Prospectus, our Board has identified
that there are no group companies.
(The remainder of this page has been intentionally left blank)
314SECTION VIII – ISSUE RELATED INFORMATION
TERMS OF THE ISSUE
The Equity Shares being issued are subject to the provisions of the Companies Act, SCRA, SCRR, SEBI ICDR Regulations,
2018, the SEBI ICDR, our Memorandum and Articles of Association, the terms of this Draft Red Herring Prospectus, Red
Herring Prospectus, the Prospectus, the abridged prospectus, any addendum/ corrigendum thereto, Application Form, any
Confirmation of Allocation Note (“CAN”), the Revision Form, Allotment advices, and other terms and conditions as may be
incorporated in the Allotment advices and other documents/ certificates that may be executed in respect of the Issue. The Equity
Shares shall also be subject to all applicable laws, guidelines, rules, notifications and regulations relating to the issue of
capital and listing and trading of securities issued from time to time by SEBI, the GoI, the Stock Exchange, the RoC, the RBI
and/ or other authorities, as in force on the date of the Issue and to the extent applicable or such other conditions as may be
prescribed by SEBI, RBI, the GoI, the Stock Exchange, the RoC and/ or any other authorities while granting its approval for
the Issue.
All Applicants should review the General Information Document for Investing in Public Issues prepared and issued in
accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI (“General Information
Document”) which highlights the key rules, processes and procedures applicable to public issues in general in accordance
with the provisions of the Companies Act 2013 (to the extent notified), the Companies Act, 1956 (to the extent not repealed by
the Companies Act, 2013), the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957
and the SEBI ICDR Regulations, 2018, as amended. The General Information Document has been updated to reflect
amendments to the SEBI ICDR Regulations, 2018 and to include reference to the Securities and Exchange Board of India
(Foreign Portfolio Investors) Regulations, 2014, SEBI Listing Regulations 2015 and certain notified provisions of the
Companies Act, 2013, to the extent applicable to a public issue. The General Information Document is also available on the
website of the Stock Exchange and the Book Running Lead Manager. Please refer to the relevant portions of the General
Information Document which are applicable to this Issue.
Please note that, in accordance with the Regulation 256 of the SEBI ICDR Regulations, 2018, read with SEBI circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, all the Applicants have to compulsorily apply through the ASBA
Process. As an alternate payment mechanism, Unified Payments Interface (“UPI”) has been introduced (vide SEBI Circular
Ref: SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018) as a payment mechanism in a phased manner with ASBA
for applications in public offers by individual investors through intermediaries (Syndicate members, Registered Stock Brokers,
Registrar and Transfer agent and Depository Participants). Further vide the said circular Registrar to the Issue and Depository
Participants have been also authorized to collect the application forms. Investor may visit the official website of the concerned
for any information on operationalization of this facility of form collection by the Registrar to the Issue and Depository
Participants as and when he same is made available.
RANKING OF EQUITY SHARES
The Equity Shares being issued and transferred in the Issue shall be subject to the provisions of the Companies Act, 2013 and
the Memorandum & Articles of Association and shall rank pari-passu with the existing Equity Shares of our Company including
rights in respect of dividend. The Allottees upon receipt of Allotment of Equity Shares under this issue will be entitled to
dividends and other corporate benefits, if any, declared by our Company after the date of allotment in accordance with Companies
Act, 2013 and the Articles of Association of the Company.
AUTHORITY FOR THE ISSUE
This Issue has been authorized by a resolution of the Board passed at their meeting held on 03.03.2025 subject to the approval
of shareholders through a special resolution to be passed pursuant to section 62(1)(c) of the Companies Act, 2013. The
shareholders have authorized the Issue by a special resolution in accordance with Section 62(1)(c) of the Companies Act, 2013
passed at the Extra Ordinary General Meeting of the Company held on 05.03.2025.
MODE OF PAYMENT OF DIVIDEND
The declaration and payment of dividend will be as per the provisions of Companies Act, 2013 and other applicable laws in
this respect and recommended by the Board of Directors at their discretion and approved by the shareholders and will depend
on a number of factors, including but not limited to earnings, capital requirements and overall financial condition of our
315Company. We shall pay dividends in cash and as per provisions of the Companies Act, 2013. For further details, please refer
to the chapter titled “Dividend Policy” beginning on Page No. 208 of this Red Herring Prospectus.
FACE VALUE, ISSUE PRICE, FLOOR PRICE AND PRICE BAND
The face value of each Equity Share is ₹ 5/- and the Issue Price at the lower end of the Price Band is ₹ [●] per Equity Share
(“Floor Price”) and at the higher end of the Price Band is ₹ [●] per Equity Share (“Cap Price”).
The Price Band and the minimum Bid Lot will be decided by our Company in consultation with the BRLM and advertised in
all editions of Business Standard an English national daily newspaper, all editions of Business Standard an Hindi national daily
newspaper and Karnataka Edition of Regional newspaper UDAYKALA where the registered office of the company is situated,
each with wide circulation, at least two Working Days prior to the Bid/ Issue Opening Date and shall be made available to the
Stock Exchange for the purpose of uploading on their websites. The Price Band, along with the relevant financial ratios
calculated at the Floor Price and at the Cap Price, shall be pre-filled in the Bid cum Application Forms available on the websites
of the Stock Exchange.
The Issue Price shall be determined by our Company in consultation with the BRLM, after the Bid/ Issue Closing Date, on the
basis of assessment of market demand for the Equity Shares offered by way of Book Building Process.
At any given point of time, there shall be only one denomination of Equity Shares.
The Issue Price shall be determined by our Company in consultation with the Book Running Lead Manager and is justified under
the chapter titled “Basis for Issue Price” beginning on Page No. 95 of this Red Herring Prospectus.
COMPLIANCE WITH THE DISCLOSURE AND ACCOUNTING NORMS
Our Company shall comply with all the applicable disclosure and accounting norms as specified by SEBI from time to time.
RIGHTS OF THE EQUITY SHAREHOLDER
Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our Shareholders shall have the
following rights:
• Right to receive dividend, if declared;
• Right to attend general meetings and exercise voting powers, unless prohibited by law;
• Right to vote on a poll either in person or by proxy or e-voting, in accordance with the provisions of the Companies Act;
• Right to receive annual reports and notices to members;
• Right to receive offers for rights shares and be allotted bonus shares, if announced;
• Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;
• Right of free transferability, subject to applicable laws and regulations; and the Articles of Association of our Company;
and
• Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, SEBI(LODR),
2015 and the Memorandum and Articles of Association of the Company.
MINIMUM APPLICATION VALUE, MARKET LOT AND TRADING LOT
In accordance with Regulation 267 (2) of the SEBI ICDR Regulations, our Company shall ensure that the minimum application
size shall be two lots provided that the Minimum Application value shall be above ₹ 2 Lakhs. The trading of the Equity Shares
will happen in the minimum contract size of [●] Equity Shares of the face value of ₹5/- each and the same may be modified by
the SME Platform of BSE Limited (“BSE SME”) from time to time by giving prior notice to investors at large. Allocation and
allotment of Equity Shares through this Issue will be done in multiples of [●] Equity Shares of the face value of ₹5/- each
subject to a minimum allotment of [●] Equity Shares of the face value of ₹5/- each to the successful Applicants in terms of the
SEBI circular No. CIR/MRD/DSA/06/2012 dated February 21, 2012.
OFFER DOCUMENT TO BE MADE AVAILABLE TO PUBLIC
Subject to regulation 247 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 and amendments thereof.
3161. The Draft Red Herring Prospectus filed with the SME exchange shall be made public for comments, if any, for a period of
at least twenty one days from the date of filing, by hosting it on the websites of our company, Getfive Advisors Private Limited
and BSE on www.unisem.in, https://www.getfive.in, and https://www.bseindia.com respectively.
2. Our company shall, within two working days of filing the Draft Red Herring Prospectus with the BSE, make a public
announcement in one English national daily newspaper with wide circulation, one Hindi national daily newspaper with wide
circulation and one regional language newspaper with wide circulation at the place where the registered office of our company
is situated, disclosing the fact of filing of the Draft Red Herring Prospectus with the exchange and inviting the public to provide
their comments to the exchange, the issuer or the book running lead manager in respect of the disclosures made in the Draft
Red Herring Prospectus respectively.
ALLOTMENT IN DEMATERIALISED FORM
Pursuant to Section 29 of the Companies Act, the Equity Shares shall be Allotted only in dematerialised form. As per SEBI ICDR
Regulations, the trading of the Equity Shares shall only be in dematerialised form. In this context, two agreements have been
signed by our Company with the respective Depositories and the Registrar to the Issue before filing this Red Herring
Prospectus:
• Tripartite agreement among the NSDL, our Company and Registrar to the Offer dated December 26, 2024
• Tripartite agreement among the CDSL, our Company and Registrar to the Offer dated January 16, 2025.
As per the provisions of the Depositories Act, 1996 & regulations made there under and Section 29 (1) of the Companies Act,
2013, the equity shares of an issuer shall be in dematerialized form i.e. not in the form of physical certificates, but be fungible
and be represented by the statement issued through electronic mode. The trading of the Equity Shares will happen in the
minimum contract size of [●] Equity Shares and the same may be modified by the BSE Limited from time to time by giving
prior notice to investors at large.
MINIMUM NUMBER OF ALLOTEES
Further in accordance with the Regulation 268(1) of SEBI (ICDR) Regulations, the minimum number of allottes in this Issue
shall be 200 shareholders. In case the minimum number of prospective allottes is less than 200, no allotment will be made
pursuant to this Issue and all the monies blocked by SCSBs shall be unblocked within four (4) working days of closure of Issue.
JOINT HOLDERS
Where 2 (two) or more persons are registered as the holders of any Equity Shares, they will be deemed to hold such Equity
Shares as joint-holders with benefits of survivorship.
JURISDICTION
The courts of Ranebennur, Karnataka, India will have exclusive jurisdiction in relation to this Issue.
The Equity Share have not been and will not be registered under the U.S. Securities Act or any state securities laws in the
United States and may not be issued or sold within the United States or to, or for the account or benefit of, U.S. persons‖ (as
defined in Regulation S), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the Equity Shares are being issued and sold
only outside the United States in off-shore transactions in reliance on Regulation S under the U.S. Securities Act and the
applicable laws of the jurisdiction where those issues and sales occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India
and may not be issued or sold, and applications may not be made by persons in any such jurisdiction, except in compliance
with the applicable laws of such jurisdiction.
NOMINATION FACILITY TO THE INVESTOR
In accordance with Section 72 of the Companies Act, 2013, read with Companies (Share Capital and Debentures) Rules, 2014,
the sole Applicant, or the first Applicant along with other joint Applicants, may nominate any one person in whom, in the event
of the death of sole Applicant or in case of joint Applicants, death of all the Applicants, as the case may be, the Equity Shares
Allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original
holder(s), shall be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder
of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed
manner, any person to become entitled to equity share(s) in the event of his or her death during the minority. A nomination
317shall stand rescinded upon a sale of Equity Share(s) by the person nominating. A buyer will be titled to make a fresh nomination
in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at our Registered
Office or to the registrar and transfer agents of our Company.
Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act shall upon production of
such evidence, as may be required by the Board, elect either:
1. to register himself or herself as the holder of the equity shares; or
2. to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to
transfer the equity shares, and if the notice is not complied with within a period of ninety (90) days, the Board may thereafter
withhold payment of all dividends, bonuses or other monies payable in respect of the equity shares, until the requirements of
the notice have been complied with.
Since the Allotment of Equity Shares in the Issue will be made only in dematerialized form, there is no need to make a separate
nomination with our Company. Nominations registered with respective depository participant of the applicant would prevail.
If the Applicants require changing of their nomination, they are requested to inform their respective depository participant.
WITHDRAWAL OF THE ISSUE
Our Company in consultation with the BRLM, reserve the right to not to proceed with the Issue after the Issue Opening Date
but before the Allotment. In such an event, our Company would issue a public notice in the newspapers in which the pre-Issue
advertisements were published, within two (2) days of the Issue Closing Date or such other time as may be prescribed by SEBI,
providing reasons for not proceeding with the Issue. The Book Running Lead Manager, through the Registrar to the Issue, shall
notify the SCSBs to unblock the bank accounts of the ASBA Bidders within one (1) Working Day from the date of receipt of
such notification. Our Company shall also inform the same to the Stock Exchanges on which Equity Shares are proposed to be
listed.
Notwithstanding the foregoing, this Issue is also subject to obtaining (i) the final listing and trading approvals of the Stock
Exchange, which our Company shall apply for after Allotment (ii) the final RoC approval of the Prospectus after it is filed with
the RoC. If our Company in consultation with BRLM withdraws the Issue after the Issue Closing Date and thereafter determines
that it will proceed with an issue/issue for sale of the Equity Shares, our Company shall file a fresh Prospectus with Stock
Exchange.
ISSUE PROGRAM
Events Indicative Dates
Bid/ Issue Opening Date 10.12.2025
Bid/ Issue Closing Date 12.12.2025
Finalization of Basis of Allotment with the Designated Stock Exchange 15.12.2025
Initiation of Allotment/ Refunds/ Unblocking of Funds from ASBA Account or UPI ID linked 16.12.2025
bank account
Credit of Equity Shares to Demat accounts of Allottees 16.12.2025
Commencement of trading of the Equity Shares on the Stock Exchange 17.12.2025
**In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding four Working Days from the Bid/Issue Closing Date, the Bidder shall be compensated at a uniform rate
of ₹ 100/- per day for the entire duration of delay exceeding four Working Days from the Bid/Issue Closing Date by the
intermediary responsible for causing such delay in unblocking. The BRLM shall, in their sole discretion, identify and fix the
liability on such intermediary or entity responsible for such delay in unblocking. For the avoidance of doubt, the provisions of
the SEBI circular dated March 16, 2021, as amended pursuant to SEBI circular dated June 2, 2021 shall be deemed to be
incorporated in the agreements to be entered into by and between the Company and the relevant intermediaries, to the extent
applicable.
The above timetable, other than the Bid/ Issue Closing Date, is indicative and does not constitute any obligation on our
Company and the BRLM.
318While our Company shall ensure that all steps for the completion of the necessary formalities for the listing and commencement
of trading of the Equity Shares on the Stock Exchange are taken within three Working Days of the Bid/ Issue Closing Date or
such other period as may be prescribed by the SEBI, the timetable may be extended due to various factors, such as extension
of the Bid/ Issue Period by our Company in consultation with the BRLM, revision of the Price Band or any delay in receiving
the final listing and trading approval from the Stock Exchange. The commencement of trading of the Equity Shares will be
entirely at the discretion of the Stock Exchange and in accordance with the applicable laws.
The SEBI is in the process of streamlining and reducing the post Issue timeline for initial public offerings. Any circulars or
notifications from the SEBI after the date of this Red Herring Prospectus may result in changes to the above-mentioned
timelines. Further, the Issue procedure is subject to change to any revised circulars issued by the SEBI to this effect.
The BRLM will be required to submit reports of compliance with 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.
In terms of the UPI Circulars, in relation to the Issue, the BRLM will submit report of compliance with T+3 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.
Submission of Bids:
• Bid/ Issue Period (except the Bid/ Issue Closing Date)
Submission and Revision in Bids: Only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time (“IST”)
• Bid/ Issue Closing Date
Submission and Revision in Bids: Only between 10.00 a.m. and 3.00 p.m. IST
• On the Bid/ Issue Closing Date, the Bids shall be uploaded until:
i) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and
ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchange, in case of Bids by Individual
Bidders.
On the Bid/ Issue Closing Date, extension of time will be granted by the Stock Exchange only for uploading Bids received from
Individual Bidders after taking into account the total number of Bids received and as reported by the BRLM to the Stock
Exchange.
The Registrar to the Issue shall submit the details of cancelled/ withdrawn/ deleted applications to the SCSBs on a daily basis
within 60 minutes of the Bid closure time from the Bid/ Issue Opening Date till the Bid/ Issue Closing Date by obtaining the
same from the Stock Exchanges. The SCSBs shall unblock such applications by the closing hours of the Working Day and
submit to the BRLM and the RTA on a daily basis.
To avoid duplication, the facility of re-initiation provided to Syndicate Members, if any shall preferably be allowed only once
per Bid/batch and as deemed fit by the Stock Exchange, after closure of the time for uploading Bids.
IT IS CLARIFIED THAT BIDS NOT UPLOADED ON THE ELECTRONIC BIDDING SYSTEM OR IN RESPECT
OF WHICH THE FULL BID AMOUNT IS NOT BLOCKED BY SCSBS OR NOT BLOCKED UNDER THE UPI
MECHANISM IN THE RELEVANT ASBA ACCOUNT, AS THE CASE MAY BE, WOULD BE REJECTED.
Due to limitation of time available for uploading the Bids on the Bid/ Issue Closing Date, Bidders are advised to submit their
Bids one day prior to the Bid/ Issue Closing Date. Any time mentioned in this Red Herring Prospectus is Indian Standard Time.
Bidders are cautioned that, in the event a large number of Bids are received on the Bid/ Issue Closing Date, as is typically
experienced in public offerings, some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be
uploaded will not be considered for allocation under the Issue. Bids will be accepted only during Monday to Friday (excluding
any public holiday). None among our Company or any Member of the Syndicate shall be liable for any failure in (i) uploading
the Bids due to faults in any software/ hardware system or blocking of application amount by the SCSBs on receipt of
instructions from the Sponsor Bank on account of any errors, omissions or non-compliance by various parties involved in, or
any other fault, malfunctioning or breakdown in, or otherwise, in the UPI Mechanism.
319In case of any discrepancy in the data entered in the electronic book vis-a-vis data contained in the physical Bid cum Application
Form, for a particular Bidder, the details of the Bid file received from the Stock Exchanges may be taken. Our Company in
consultation with the BRLM, reserves the right to revise the Price Band during the Bid/Issue Period, provided that the Cap Price
shall be less than or equal to 120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity
Shares. The revision in the Price Band shall not exceed 20% on either side, i.e. the Floor Price can move up or down to the
extent of 20% of the Floor Price and the Cap Price will be revised accordingly. The Floor Price shall not be less than the face
value of the Equity Shares.
In case of any revision to the Price Band, the Bid/ Issue Period will be extended by at least three additional Working Days
following such revision of the Price Band, subject to the Bid/ Issue Period not exceeding a total of 10 Working Days. In
cases of force majeure, banking strike or similar circumstances, our Company in consultation with the BRLM, for
reasons to be recorded in writing, extend the Bid/ Issue Period for a minimum of three Working Days, subject to the
Bid/ Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/ Issue Period, if
applicable, will be widely disseminated by notification to the Stock Exchange, by issuing a public notice, and also by
indicating the change on the respective websites of the BRLM and the terminals of the Syndicate Members, if any and by
intimation to SCSBs, other Designated Intermediaries and the Sponsor Bank, as applicable. In case of revision of Price
Band, the Bid Lot shall remain the same.
MINIMUM SUBSCRIPTION
This Issue is not restricted to any minimum subscription level and is 100% underwritten. As per Section 39 of the Companies
Act, 2013, if the stated minimum amount has not been subscribed and the sum payable on application is not received within
a period of 30 days from the date of the Prospectus, the application money has to be returned within such period as may be
prescribed. If our Company does not receive the 100% subscription of the issue through the Issue Document including
devolvement of Underwriters, if any, within sixty (60) days from the date of closure of the issue, our Company shall forthwith
refund the entire subscription amount received. If there is a delay beyond four days after our Company becomes liable to pay
the amount, our Company and every officer in default will, on and from the expiry of this period, be jointly and severally liable
to repay the money, with interest or other penalty as prescribed under the SEBI Regulations, the Companies Act 2013 and
applicable law.
In accordance with Regulation 260 of the SEBI (ICDR) Regulations, our Issue shall be hundred percent underwritten. Thus,
the underwriting obligations shall be for the entire hundred percent of the issue through the Prospectus and shall not be restricted
to the minimum subscription level.
Further, in accordance with Regulation 268(1) of the SEBI (ICDR) Regulations, our Company shall ensure that the number of
prospective allottees to whom the Equity Shares will allotted will not be less than 200 (two hundred).
Further, in accordance with Regulation 267 of the SEBI ICDR Regulations, 2018, the minimum application size in terms of
number of specified securities shall not be less than two lots with Minimum Application Size shall be above ₹2,00,000.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India
and may not be issued or sold, and applications may not be made by persons in any such jurisdiction, except in compliance
with the applicable laws of such jurisdiction.
MIGRATION TO MAIN BOARD
An issuer, whose specified securities are listed on a SME Exchange and whose post-issue face value capital is more than ten
crore rupees and up to twenty five crore rupees, may migrate its specified securities to the main board of the stock exchanges
if its shareholders approve such a migration by passing a special resolution through postal ballot to this effect and if such issuer
fulfils the eligibility criteria for listing laid down by the Main Board:
Sr No. Details Unified Eligibility Criteria
1. Paid up capital At least Rs. 10 crores.
2. Market Average of 6 months market cap Migration: Rs. 100 crores
Capitalisation Direct listing: Rs. 1000 crores
Note: for the purpose of calculating the average market cap., the aggregate of daily market
cap on the days the scrip has traded, shall be divided by the total no. of trading days during
the said 6 months period.
3203. Market • At least 5% of the weighted average number of equity shares listed should have been
Liquidity traded during such six months’ period
• Trading on atleast 80% of days during such 6 months period
• Min. average daily turnover of Rs. 10 lacs and min. daily turnover of Rs. 5 lacs
during the 6 months period
• Minimum Average no. of daily trades of 50 and min. daily trades of 25 during
the said 6 months period
Note: for the purpose of calculating the average daily turnover and average no. of daily
trades, the aggregate of daily turnover and no. of daily trades on the days the scrip has
traded, shall be divided by the total no. of trading days, respectively, during the said 6
months period.
4. Operating Average of Rs. 15 crs. on a restated consolidated basis, in preceding 3 years (of 12 months
Profit each), with operating profit in each of these 3 years, with a minimum of Rs. 10 crores in
(EBIDTA) each of the said 3 years.
In case of name change within the last one year, at least 50% per cent. of the revenue,
calculated on a restated and consolidated basis, for the preceding one full year has been
earned by it from the activity indicated by its new name.
5. Net-worth Rs. 1 cr. - in each of the preceding three full years (of twelve months each), calculated
on a restated and consolidated basis;
6. Net Tangible At least Rs. 3 crores, on a restated and consolidated basis, in each of the preceding three
Assets full years (of twelve months each), of which not more than fifty per cent. are held in
monetary assets:
Provided that if more than fifty per cent. of the net tangible assets are held in monetary
assets, the company has utilised or made firm commitments to utilise such excess monetary
assets in its business or project.
7. Promoter At least 20% at the time of making application.
holding For this purpose, shareholding of promoter group may also be considered for any
shortfall in meeting the said requirement.
Not applicable to companies that have sought listing through IPO, without identifiable
promoters
8. Lock In of 6 months from the date of listing on the BSE.
promoter/
promoter Not applicable to SME companies migrating to main board
group shares
9. Regulatory 1. No SEBI debarment orders is continuing against the Company, any of its promoters,
action promoter group or directors or the any other company in which they are promoter/
promoter group or directors.
2. The company or any of its promoters or directors is not a wilful defaulter or a fraudulent
borrower.
3. Promoters or directors are not fugitive economic offender.
4. The company is not admitted by NCLT for winding up or under IBC pursuant to CIRP
5. Not suspended from trading for non-compliance with SEBI (LODR) Regs or reasons
other than for procedural reasons during the last 12 months.
10. Promoter 100% in demat form
shareholding
11. Compliance with 3 years track record with no pending non-compliance at the time of making the
LODR Regs application.
12. Track record in Listed for at least 3 years
terms of Listing
13. Public Min. 1000 as per latest shareholding pattern
Shareholder
14. Other 1. No pending Defaults w.r.t bonds/ debt instrument/ FD by company, promoters/
Parameters promoter group /promoting company(ies), Subsidiary Companies
2. Certificate from CRA for utilization of IPO proceeds and further issues post listing on
SME.
3. Not under any surveillance measures/actions i.e “ESM”, “ASM”, “GSM category” or
321T-to-T for surveillance reasons at the time of filing of application.
2 months cooling off from the date the security has come out of T- to-T category or date
of graded surveillance action/measure.
15. Score ID No pending investor complaints on SCORES.
16. Business Same line of business for 3 years
Consistency at least 50% of the revenue from operations from such continued business activity.
17. Audit No audit qualification w.r.t. going concern or any material financial implication and such
Qualification audit qualification is continuing at the time of application.
Further, if the post-issue paid-up capital pursuant to further issue of capital including by way of rights issue, preferential issue,
bonus issue, is likely to increase beyond ₹25 crores, the Company may undertake further issuance of capital without migration
from SME exchange to the main board, subject to the Company undertaking to comply with the provisions of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable to companies
listed on the main board of the stock exchange(s).
MARKET MAKING
The shares issued and transferred through this Issue are proposed to be listed on the SME Platform of BSE Limited with
compulsory market making through the registered Market Maker of the SME Exchange for a minimum period of three years
or such other time as may be prescribed by the Stock Exchange, from the date of listing on the SME Platform of BSE Limited.
For further details of the market making arrangement, please refer to chapter titled “General Information” beginning on Page
No. 56 of this Red Herring Prospectus.
ARRANGEMENTS FOR DISPOSAL OF ODD LOTS
The trading of the Equity Shares will happen in the minimum contract size of [●] shares in terms of the SEBI circular No.
CIR/MRD/DSA/06/2012 dated February 21, 2012. However, the Market Maker shall buy the entire shareholding of a
shareholder in one lot, where value of such shareholding is less than the minimum contract size allowed for trading on the SME
exchange. Provided that market maker shall not sell in lots less than the minimum contract size allowed for trading on the SME
exchange.
RESTRICTIONS, IF ANY ON TRANSFER AND TRANSMISSION OF EQUITY SHARES
Except for the lock-in of the pre-Issue capital of our Company, Promoter’s minimum contribution as provided under the chapter
titled “Capital Structure” beginning on Page No. 71 of this Red Herring Prospectus and except as provided in the Articles of
Association there are no restrictions on transfer of Equity Shares. Further, there are no restrictions on the transmission of shares/
debentures and on their consolidation/ splitting, except as provided in the Articles of Association. For details, please refer
chapter titled “Provisions of Articles of Association of our Company” beginning on Page No. 362 of this Red Herring
Prospectus.
The above information is given for the benefit of the Applicants. The Applicants are advised to make their own enquiries about
the limits applicable to them. Our Company and the Book Running Lead Manager do not accept any responsibility for the
completeness and accuracy of the information stated herein above. Our Company and the Book Running Lead Manager are
not liable to inform the investors of any amendments or modifications or changes in applicable laws or regulations, which may
occur after the date of this Red Herring Prospectus. Applicants are advised to make their independent investigations and ensure
that the number of Equity Shares Applied for do not exceed the applicable limits under laws or regulations.
APPLICATION BY ELIGIBLE NRIS, FPIS/ FIIS REGISTERED WITH SEBI, VCFS REGISTERED WITH SEBI
AND QFIS
It is to be understood that there is no reservation for Eligible NRIs or FPIs/ FIIs registered with SEBI or VCFs or QFIs. Such
Eligible NRIs, QFIs, FIIs registered with SEBI will be treated on the same basis with other categories for the purpose of
Allocation.
NRIs, FPIs/ FIIs and foreign venture capital investors registered with SEBI are permitted to purchase shares of an Indian
company in a public Issue without the prior approval of the RBI, so long as the price of the equity shares to be issued is not
less than the price at which the equity shares are issued to residents. The transfer of shares between an Indian resident and a
non-resident does not require the prior approval of the FIPB or the RBI, provided that (i) the activities of the investee company
are under the automatic route under the foreign direct investment (“FDI”) Policy and the non-resident shareholding is within
the sectoral limits under the FDI policy; and (ii) the pricing is in accordance with the guidelines prescribed by the SEBI/ RBI.
322The current provisions of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India)
Regulations, 2000, provides a general permission for the NRIs, FPIs and foreign venture capital investors registered with SEBI
to invest in shares of Indian companies by way of subscription in an IPO. However, such investments would be subject to other
investment restrictions under the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside
India) Regulations, 2000, RBI and/or SEBI regulations as may be applicable to such investors.
The Allotment of the Equity Shares to Non-Residents shall be subject to the conditions, if any, as may be prescribed by the
Government of India/ RBI while granting such approvals.
NEW FINANCIAL INSTRUMENTS
There are no new financial instruments such as deep discounted bonds, debenture, warrants, secured premium notes, etc. issued
by our Company.
OPTION TO RECEIVE SECURITIES IN DEMATERIALIZED FORM
In accordance with the SEBI ICDR Regulations, Allotment of Equity Shares to successful applicants will only be in the
dematerialized form. Applicants will not have the option of Allotment of the Equity Shares in physical form. The Equity Shares
on Allotment will be traded only on the dematerialized segment of the Stock Exchange. Allottees shall have the option to re-
materialize the Equity Shares, if they so desire, as per the provisions of the Companies Act and the Depositories Act.
Further it is mandatory for the investor to furnish the details of his/ her depositary account, & if for any reasons, details of the
account are incomplete or incorrect, the application shall be treated as incomplete & may be rejected by the Company without
any prior notice.
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323ISSUE STRUCTURE
This Issue is being made in terms of Regulation 229 (1) of Chapter IX of SEBI (ICDR) Regulations, 2018, as amended from
time to time, whereby, an issuer, whose post issue paid up capital is less than or equal to ₹ 10 crores, shall issue equity shares to
the public and propose to list the same on the Small and Medium Enterprise Exchange (“SME Exchange”, in this case being the
SME Platform of BSE Limited). For further details regarding the salient features and terms of such an issue, please refer chapter
titled “Terms of the Issue” and “Issue Procedure” beginning on Page No. 315 and 327 respectively of this Red Herring
Prospectus.
This public issue comprises of up to 33,00,000 Equity Shares of face value of ₹5/- each for cash at a price of ₹ [●]/- per Equity
Share including a share premium of ₹ [●]/- per Equity Share (the “issue price”) aggregating to ₹ [●]/- Lakhs (“the issue”) by our
Company. The Issue and the Net Issue will constitute [●] % and [●] %, respectively of the post issue paid up Equity Share
Capital of the Company.
This Issue is being made by way of Book Building Process (1):
Market Maker
Particulars of Non-Institutional Individual
Reservation QIBs
the Issue (2) Applicants Investors
Portion
Number of Equity Not less than
1,68,000 Equity Not less than 4,72.000
Shares Available Not more than 15,60,000 Equity Shares. 11,00,000
Shares Equity Shares
for Allocation Equity Shares
Not more than 50% of the Net Issue being available
for allocation to QIB Bidders. However, up to 5%
of the Net QIB Portion may be available for
allocation proportionately to Mutual Funds only.
Mutual Funds participating in the Mutual Fund
Portion will also be eligible for allocation in the
remaining QIB Portion. The unsubscribed portion
in the Mutual Fund Portion will be added to the Net
QIB Portion.
Percentage of Up to 60.00% of the QIB Portion may be available Not less than
5.09% of the Not less than 15% of the
issue size available for allocation to Anchor Investors. Forty per cent 35% of the Net
issue size Net Issue
for allocation of the anchor investor portion, within the limits Issue
specified shall be reserved as under –
(i) 33.33 per cent for domestic mutual funds; and
(ii) 6.67 per cent for life insurance companies and
pension funds:
Any under-subscription in the reserved category
specified in clause (ii) above may be allocated to
domestic mutual funds, subject to valid Bids being
received from domestic Mutual Funds, at or above
the Anchor Investor Allocation Price, in
accordance with the SEBI ICDR Regulations 2018
Subject to the Subject to the
Proportionate as follows: [●] Equity Shares shall availability of shares in availability of
be available for allocation on a proportionate basis non-institutional shares in
Basis of Allotment to Mutual Funds only; and [●] Equity Shares shall investors’ category, the Individual
Firm Allotment
(3) be available for allocation on a proportionate basis allotment of equity Investor
to all QIBs, including Mutual Funds receiving shares to each non category, the
allocation as per (a) above institutional category allotment of
shall not be less than the equity shares to
324minimum application each individual
size in noninstitutional investor shall not
investor category, and be less than the
the remaining shares, if minimum
any, shall be allotted on a application size
proportionate basis, the in individual
[●] Equity Shares shall investor
be allotted in multiples category, and the
of [●] Equity Shares. For remaining
details, see “Issue shares, if any,
Procedure” beginning on shall be allotted
page 327 of this Red on a
Herring Prospectus proportionate
basis.
Through ASBA
Through ASBA Process
Process through
Only through the through banks or by
Mode of Bid Only through the ASBA process. banks or by
ASBA process. using UPI ID for
using UPI ID for
payment
payment
Mode of
Compulsorily in dematerialized form
Allotment
Such number of Equity
Two lots with
shares in multiple of [●]
[●] Equity Shares Such number of Equity Shares and in multiples of minimum
Minimum Size Equity shares should
in multiple of [●] [●] Equity Shares exceed two lots that Bid amount application size
Bid exceed two lots that Bid
Equity shares exceeds ₹2,00,000 of above Rs. 2
amount exceeds
Lakhs
₹2,00,000
Such number of
Such number of Equity
Equity shares in
Shares in multiples of
multiple of [●]
[●] Equity Shares not
Such number of Equity Shares in multiples of [●] Equity Shares of
Maximum Size exceeding the size of the
[●] Equity Shares Equity Shares not exceeding the size of the Net Face Value of ₹5
Bid net issue (excluding the
Issue, subject to applicable limits each where the
QIB portion), subject to
Application size
limits as applicable to the
doesn’t exceed
Bidder
two lots.
[●] Equity
Shares, however,
the Market Maker
may accept odd
[●] Equity Shares and in [●] Equity
Trading Lot lots if any in the [●] Equity Shares and in multiples thereof
multiples thereof Shares
market as
required under the
SEBI ICDR
Regulations
Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder or by the Sponsor Bank
Terms of Payment
through the UPI Mechanism, that is specified in the ASBA Form at the time of submission of the ASBA Form.
Mode of Bid Only through the ASBA process
(1) This issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time.
(2) In terms of Rule 19(2) of the SCRR read with Regulation 252 of the SEBI (ICDR) Regulations, 2018 this is an issue for at least
25% of the post issue paid-up Equity share capital of the Company. This issue is being made through Book Building Process,
wherein allocation to the public shall be as per Regulation 252 of the SEBI (ICDR) Regulations.
325(3) Subject to valid Bids being received at or above the issue price, undersubscription, if any, in any category, except in the QIB
Portion, would be allowed to be met with spill-over from any other category or combination of categories of Bidders at the
discretion of our Company in consultation with the Book Running Lead Managers and the Designated Stock Exchange, subject
to applicable laws.
WITHDRAWAL OF THE ISSUE
In accordance with SEBI (ICDR) Regulations, the Company, in consultation with the Book Running Lead Manager, reserves the
right not to proceed with the Issue at any time before the Bid/ Issue Opening Date, without assigning any reason thereof.
In case, the Company wishes to withdraw the Issue after Bid/ Issue Opening but before allotment, the Company will give public
notice giving reasons for withdrawal of Issue. The public notice will appear in two widely circulated national newspapers (one
each in English and Hindi) and one in regional newspaper.
The Book Running Lead Manager, through the Registrar to the Issue, will instruct the SCSBs, to unblock the ASBA Accounts
within one Working Day from the day of receipt of such instruction. The notice of withdrawal will be issued in the same
newspapers where the pre-Issue advertisements have appeared and the Stock Exchange will also be informed promptly. If our
Company withdraws the Issue after the Bid/ Issue Closing Date and subsequently decides to undertake a public offering of Equity
Shares, our Company will file a fresh Draft Red Herring Prospectus with the stock exchange where the Equity Shares may be
proposed to be listed.
Notwithstanding the foregoing, the Issue is subject to obtaining (i) the final listing and trading approvals of the Stock Exchange,
which our Company will apply for only after Allotment; and (ii) the registration of Draft Red Herring Prospectus/ Red Herring
Prospectus with RoC.
JURISDICTION
The courts of Ranebennur, Karnataka, India will have exclusive jurisdiction in relation to this Issue.
BID/ ISSUE PROGRAMME
Events Indicative Dates
Bid/ Issue Opening Date 10.12.2025
Bid/ Issue Closing Date 12.12.2025
Finalization of Basis of Allotment with the Designated Stock Exchange 15.12.2025
Initiation of Allotment/ Refunds/ Unblocking of Funds from ASBA Account or UPI ID linked bank 16.12.2025
account
Credit of Equity Shares to Demat accounts of Allottees 16.12.2025
Commencement of trading of the Equity Shares on the Stock Exchange 17.12.2025
Bids and any revisions to the same will be accepted only between 10.00 a.m. to 5.00 p.m. (Indian Standard Time) during the
Issue Period at the Bidding Centers mentioned in the Bid cum Application Form.
Standardization of cut-off time for uploading of bids on the Bid/ Issue closing date:
a) A standard cut-off time of 3.00 p.m. for acceptance of bids.
b) A standard cut-off time of 4.00 p.m. for uploading of bids received from other than individual investors applicants.
c) A standard cut-off time of 5.00 p.m. for uploading of bids received from only individual investors applicants, which may
be extended up to such time as deemed fit by BSE after taking into account the total number of bids received up to the
closure of timings and reported by BRLM to BSE within half an hour of such closure.
It is clarified that Bids not uploaded in the book, would be rejected. In case of discrepancy in the data entered in the electronic
book vis-à-vis the data contained in the physical Bid form, for a particular bidder, the details as per physical bid cum application
form of that Bidder may be taken as the final data for the purpose of allotment.
Bids will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holiday).
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326ISSUE PROCEDURE
Please note that the information stated/ covered in this section may not complete and/ or accurate and as such would be subject
to modification/ change. Our Company and the BRLM would not be liable for any amendment, modification or change in
applicable law, which may occur after the date of this Red Herring Prospectus. Applicants are advised to make their
independent investigations and ensure that their applications are submitted in accordance with applicable laws and do not
exceed the investment limits or maximum number of Equity Shares that can be held by them under applicable law or as
specified in this Red Herring Prospectus.
All Applicants should read the General Information Document (“GID”) for Investing in Public Issue prepared and issued in
accordance with the SEBI Circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and UPI Circulars which
highlight 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. The General Information Document is available
on the website of Stock Exchange, the Company and the Book Running Lead Manager, before opening of the issue. The
investors should note that the details and process provided in the General Information Document should be read along with
this section.
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 effective to public issues opening on or
after from May 01, 2021. However, said circular has been modified pursuant to SEBI Circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 in which certain applicable procedure regarding SMS Alerts, web
portal to CUG etc. shall apply to Public Issue opening on or after January 1, 2022 and October 1, 2021 respectively.
Additionally, all Applicants may refer to the General Information Document for information in relation to (i) category of
investors eligible to participate in the Issue; (ii) maximum and minimum Bid size; (iii) price discovery and allocation of shares;
(iv) payment Instructions for ASBA Applicants; (v) issuance of Confirmation of Allocation Note (“CAN”) and Allotment in
the Issue; (vi) General Instructions (limited to instructions for completing the Application Form); (vii) Submission of
Application Form; (viii) Designated Date (ix) Other Instructions (limited to joint bids in cases of individual, multiple bids and
instances when an application would be rejected on technical grounds); (x) applicable provisions of Companies Act relating to
punishment for fictitious applications; (xi) mode of making refunds; and (xii) interest in case of delay in Allotment or refund.
SEBI through the UPI Circulars has proposed to introduce an alternate payment mechanism using Unified Payments Interface
(“UPI”) and consequent reduction in timelines for listing in a phased manner. UPI has been introduced in a phased manner as
a payment mechanism with the ASBA for applications by Individual Investors through intermediaries from January 1, 2019.
The UPI Mechanism for Individual Investors applying through Designated Intermediaries, in phase I, was effective along with
the prior process and existing timeline of T+6 days (“UPI Phase I”), until June 30, 2019. Subsequently, for applications by
Individual Investors through Designated Intermediaries, the process of physical movement of forms from Designated
Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism with existing timeline of
T+6 days was applicable until further notice pursuant to SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30,
2020 (“UPI Phase II”). Thereafter, the final reduced timeline of T+3 days for the UPI Mechanism for applications by UPI
Bidders (“UPI Phase III”) and modalities of the implementation of UPI Phase III was notified by SEBI vide its circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and made effective on a voluntary basis for all issues opening on
or after September 1, 2023 and on a mandatory basis for all issues opening on or after December 1, 2023 (“T+3 Notification”).
Accordingly, the Issue will be undertaken pursuant to the processes and procedures under UPI Phase III on mandatory basis,
subject to any circulars, clarification or notification issued by the SEBI pursuant to the T+3 Notification.
Further, pursuant to SEBI master circular bearing reference no. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 7, 2024
(“SEBI RTA Master Circular”) and circular (SEBI/HO/CFD/DIL2/P/CIR/2022/75) dated May 30, 2022, has introduced certain
additional measures for streamlining the process of initial public offers and redressing investor grievances. The provisions of
these circulars are deemed to form part of this Red Herring Prospectus. Furthermore, pursuant to circular
(SEBI/HO/CFD/DIL2/P/CIR/P/2022/45) dated April 5, 2022, all individual bidders in initial public offerings whose Bid sizes
are up to ₹500,000 shall use the UPI Mechanism for submitting their bids. Additionally, pursuant to circular
(SEBI/HO/CFD/DIL2/P/CIR/2022/75) dated May 30, 2022, 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).
327The list of Banks that have been notified by SEBI as Issuer Banks for UPI are provided on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40. The list of Stock Brokers,
Depository Participants (DP), Registrar to an Issue and Share Transfer Agent (RTA) that have been notified by BSE SME to
act as intermediaries for submitting Application Forms are provided on the website of BSE. For details on their designated
branches for submitting Application Forms, please see the above-mentioned website of BSE SME.
ASBA Applicants are required to submit duly stamped ASBA Applications to the selected branches/ offices of the RTAs, DPs,
Designated Bank Branches of SCSBs. The lists of banks that have been notified by SEBI to act as SCSB (Self Certified
Syndicate Banks) for the ASBA Process are provided on http://www.sebi.gov.in. For details on designated branches of SCSB
collecting the Application Form, please refer the abovementioned SEBI link. The list of Stock Brokers, Depository Participants
(“DP”), Registrar to an Issue and Share Transfer Agent (“RTA”) that have been notified by BSE to act as intermediaries for
submitting Application Forms are provided on the website of BSE at https://www.bseindia.com. For details on their designated
branches for submitting Application Forms, please refer the above-mentioned BSE website.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism)
exceeding two Working Days from the Bid/ Offer Closing Date, the Bidder shall be compensated in accordance with applicable
law. The BRLM shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such
delay in unblocking. Further, Investors shall be entitled to compensation in the manner specified in the SEBI 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.
Our Company and the Book Running Lead Manager do not accept any responsibility for the completeness and accuracy of the
information stated in this section and the General Information Document and are not liable for any amendment, modification
or change in the applicable law, which may occur after the date of this Red Herring Prospectus and the Prospectus. Applicants
are advised to make their independent investigations and ensure that their Applications are submitted in accordance with
applicable laws and do not exceed the investment limits or maximum number of Equity Shares that can be held by them under
applicable law or as specified in this Red Herring Prospectus, Red Herring Prospectus and the Prospectus.
BOOK BUILDING PROCEDURE
This Issue is being made in terms of Rule 19(2)(b) of the SCRR, through the Book Building Process in accordance with
Regulation 253 of the SEBI ICDR Regulations wherein not more than 50.00% of the Issue shall be allocated on a proportionate
basis to QIBs. provided that our Company and Selling Shareholders in consultation with the BRLM, may allocate up to 60%
of the QIB Portion to Anchor Investors and the basis of such allocation will be on a discretionary basis by our Company and
Selling Shareholders in consultation with the BRLM, of which, Forty per cent of the anchor investor portion, within the limits
specified shall be reserved as under –
(i) 33.33 per cent for domestic mutual funds; and
(ii) 6.67 per cent for life insurance companies and pension funds:
Any under-subscription in the reserved category specified in clause (ii) above may be allocated to domestic mutual funds,
subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in
accordance with the SEBI ICDR Regulations 2018. In the event of undersubscription 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). Further, 5.00%
of the QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and spill-over from the
remainder of the 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 Issue Price. Further, not less than 15.00% of the Net Issue shall be available
for allocation on a proportionate basis to Non-Institutional Bidders (out of which one third shall be reserved for Bidders with
Bids exceeding ₹2 lakhs and up to ₹10 lakhs and two-thirds shall be reserved for Bidders with Bids exceeding ₹10 lakhs) and
under-subscription in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other
subcategory of Non-Institutional Portion, subject to valid Bids being received at or above the Issue Price) and not less than
35.00% of the Issue shall be available for allocation to Individual Investor Bidders in accordance with the SEBI ICDR
Regulations, subject to valid Bids being received at or above the Issue Price.
328Under-subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill over from any
other category or combination of categories of Bidders at the discretion of our Company, in consultation with the BRLM and
the Designated Stock Exchange subject to receipt of valid Bids received at or above the Issue Price. Under- subscription, if
any, in the QIB Portion, would not be allowed to be met with spill-over from any other category or a combination of categories.
The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchange. Investors should
note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form. The Bid cum Application
Forms which do not have the details of the Bidders’ depository account, including DP ID, Client ID, the PAN and UPI ID, for
RIBs Bidding in the Individual Investor Portion using the UPI Mechanism, shall be treated as incomplete and will be rejected.
Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may get their Equity Shares
rematerialized subsequent to Allotment of the Equity Shares in the Issue, subject to applicable laws.
Investors should note that according to Section 29(1) of the Companies Act, 2013, allotment of Equity Shares to all
successful Applicants will only be in the dematerialized form. It is mandatory to furnish the details of Applicant’s
depository account along with Application Form. The Application Forms which do not have the details of the
Applicant’s depository account, including the DP ID Numbers and the beneficiary account number shall be treated as
incomplete and rejected. Application Forms which do not have the details of the Applicant’s PAN, (other than
Applications made on behalf of the Central and the State Governments, residents of the state of Sikkim and official
appointed by the courts) shall be treated as incomplete and are liable to be rejected. Applicants will not have the option
of being Allotted Equity Shares in physical form. The Equity Shares on Allotment shall be traded only in the
dematerialized segment of the Stock Exchange. However, investors may get the specified securities rematerialized
subsequent to allotment.
Investors must ensure that their Permanent Account Number (“PAN”) is linked with Aadhaar and are in compliance with the
notification issued by Central Board of Direct Taxes on February 13, 2020, and press release dated June 25, 2021, and
September 17, 2021, CBDT circular no.7 of 2022, dated March 30, 2022, read with press release dated March 28, 2023, read
with subsequent circulars issued in relation thereto.
AVAILABILITY OF DRAFT RED HERRING PROSPECTUS, RED HERRING PROSPECTUS, PROSPECTUS
AND APPLICATION FORMS
The Memorandum containing the salient features of this Red Herring Prospectus together with the Application Forms and
copies of the Draft Red Herring Prospectus/ Red Herring Prospectus/ Abridged Prospectus/ Prospectus may be obtained from
the Registered Office of our Company, from the Registered Office of the BRLM to the offer, Registrar to the offer as mentioned
in the Application form.
An electronic copy of the Application Form will also be available for download on the websites of SCSBs (via Internet
Banking) and the website of BSE Limited at https://www.bseindia.com
Applicants shall only use the specified Application Form for the purpose of making an Application in terms of this Red Herring
Prospectus. All the applicants shall have to apply only through the ASBA process. ASBA Applicants shall submit an
Application Form either in physical or electronic form to the SCSB’s authorizing blocking of funds that are available in the
bank account specified in the Applicants shall only use the specified Application Form for the purpose of making an
Application in terms of this Red Herring Prospectus. The Application Form shall contain space for indicating number of
specified securities subscribed for in demat form.
PHASED IMPLEMENTATION OF UNIFIED PAYMENTS INTERFACE
SEBI has issued UPI Circulars in relation to streamlining the process of public issue of equity shares and convertibles. Pursuant
to the UPI Circulars, UPI 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 Individual Investors through
intermediaries with the objective to reduce the time duration from public issue closure to listing from six Working Days to
329upto three Working Days. Considering the time required for making necessary changes to the systems and to ensure complete
and smooth transition to the UPI Mechanism, the UPI Circulars proposes to introduce and implement the UPI Mechanism in
three phases in the following manner:
Phase I: This phase is applicable from January 1, 2019 and will continue up to June 30, 2019. Under this phase, a Individual
Investor would also have the option to submit the Application Form with any of the intermediary and use his/ her UPI ID for
the purpose of blocking of funds. The time duration from public Issue closure to listing would continue to be six Working
Days.
Phase II: This phase commenced on completion of Phase I, i.e., with effect from July 1, 2019 and was to be continued for a
period of three months or launch of five main board public issues, whichever is later. Further, as per the SEBI circular No.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, the UPI Phase II has been extended until March 31, 2020.
Further still, as per SEBI circular No. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, the current Phase II of
Unified Payments Interface with Application Supported by Blocked Amount will be continued till further notice. Under this
phase, submission of the Application Form by a Individual Investor through intermediaries to SCSBs for blocking of funds
will be discontinued and will be replaced by the UPI Mechanism. However, the time duration from public Issue closure to
listing would continue to be six Working Days during this phase.
Phase III: The commencement period of Phase III is notified pursuant to SEBI press release bearing number 12/2023 and as
per the SEBI Circular No. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 09, 2023, where the revised timeline of T+3
days shall be made applicable in two phases i.e. (i) voluntary for all public issues opening on or after September 01, 2023; and
(ii) mandatory on or after December 01, 2023. The issue will be made under UPI Phase III of the UPI Circulars.
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. Accordingly, the Offer has been undertaken pursuant to the processes and procedures
under UPI Phase III, subject to any circulars, clarification or notification issued by the SEBI pursuant to the T+3 Notification.
The Offer will be advertised in all editions of Business Standard (a widely circulated English national daily newspaper), all
editions of Business Standard (a widely circulated Hindi national daily newspaper) and Kannada editions of UDAYKALA (a
widely circulated Kannada daily newspaper, Kannada being the regional language of Karnataka, where our registered office is
located), on or prior to the Bid/ Offer Opening Date and such advertisement has also been made available to the Stock Exchange
for the purpose of uploading on their websites.
All SCSBs offering the facility of making applications in public issues are required to provide a facility to make applications
using the UPI Mechanism. Further, in accordance with the UPI Circulars, our Company has appointed Axis Bank Limited as
the Sponsor Bank to act as a conduit between the Stock Exchange and NPCI in order to facilitate collection of requests and/ or
payment instructions of the Individual Investors into the UPI mechanism.
Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for applications that
have been made through the UPI Mechanism. The requirements of the UPI Circulars include appointment of a nodal officer
by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking and
unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or deleted applications,
and the requirement for the bank accounts of unsuccessful applicants 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 Book Running Lead Manager will be required to compensate the concerned investor.
SEBI through its circular SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 05, 2022, has prescribed that all individual investors
applying in initial public offerings opening on or after May 01, 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.
330The processing fees for applications made by Individual Investors 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/P/CIR/2021/570 dated June 02, 2021 read with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.
For further details, refer to the “General Information Document” available on the websites of the Stock Exchange and the
BRLM. The General Information Document will be available on the website of the Exchange and BRLM after the filing of the
Red Herring Prospectus.
BID CUM APPLICATION FORM
Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus will be available with
the Designated Intermediaries at the Bidding Centres, and our Registered Office. An electronic copy of the Bid cum Application
Form will also be available for download on the website of BSE at https://www.bseindia.com at least one day prior to the Bid/
Offer opening Date.
Copies of the Anchor Investor Application Form will be available at the office 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 Bidding in the Individual Investors Portion can additionally Bid through
the UPI Mechanism.
An Individual Investor making applications using the UPI Mechanism shall use only his/ her own bank account or only his/
her own bank account linked UPI ID to make an application in the Offer. The SCSBs, upon receipt of the Application Form
will upload the Bid details along with the UPI ID in the bidding platform of the Stock Exchange. Applications made by the
Individual Investors using third party bank accounts or using UPI IDs linked to the bank accounts of any third parties are liable
for rejection. The Bankers to the offer shall provide the investors’ UPI linked bank account details to the RTA for the purpose
of reconciliation. Post uploading of the Bid details on the bidding platform, the Stock Exchange will validate the PAN and
demat account details of Individual Investors with the Depositories.
ASBA Applicants shall submit an Application Form either in physical or electronic form to the SCSB’s authorizing blocking
funds that are available in the bank account specified in the Application Form used by ASBA applicants.
ASBA Bidders (other than Individual Investors using UPI Mechanism) must provide bank account details and authorization to
block funds in their respective ASBA Accounts in the relevant space provided in the ASBA Form and the ASBA Forms that
do not contain such details are liable to be rejected.
ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated Intermediary,
submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such
specified stamp are liable to be rejected. ASBA Bidders could submit the ASBA Form in the manner below:
i) Individual Investors Bidding in the Individual Investors Portion using UPI Mechanism, may submit their ASBA Forms,
including details of their UPI IDs, with the Syndicate, Sub- Syndicate members, Registered Brokers, RTAs or CDPs, or
online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain
brokers.
ii) Individual Investors authorizing an SCSB to block the Bid Amount in the ASBA Account may submit their ASBA Forms
with the SCSBs (physically or online, as applicable), or online using the facility of linked online trading, demat and bank
account (3 in 1 type accounts), provided by certain brokers.
iii) QIBs and NIBs (other than UPI Bidders) could submit their ASBA Forms with SCSBs, Syndicate, Sub- Syndicate
Members, Registered Brokers, RTAs or CDPs.
ASBA Bidders must ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the full Bid
Amount can be blocked by the SCSB or the Sponsor Bank, as applicable at the time of submitting the Bid.
In accordance with the SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the Applicants have
to compulsorily apply through the ASBA Process. Applicants shall only use the specified Application Form for the purpose of
making an Application in terms of this Red Herring Prospectus.
331The prescribed colour of the Application Form for various categories is as follows:
Category Colour of Application Form*
Resident Indians, including resident QIBs, Non-Institutional Investors, Individual
Green
Investors and Eligible NRIs applying on a non-repatriation basis (1)
Non-Residents including Eligible NRIs, FII’s, FVCIs etc. applying on a repatriation basis (2) Green
Anchor Investors (3) Green
(1) Excluding electronic Bid cum Application Form
(2) Electronic Bid cum Application forms will also be available for download on the website of BSE
(https://www.bseindia.com)
(3) Bid cum Application Forms for Anchor Investors will be made available at the office of the BRLM
Note:
• Details of depository account are mandatory and applications without depository account shall be treated as incomplete
and rejected. Investors will not have the option of getting the allotment of specified securities in physical form. However,
they may get the specified securities re-materialized subsequent to allotment.
• The shares of the Company, on allotment, shall be traded on stock exchange in demat mode only.
• Single bid from any investor shall not exceed the investment limit/ maximum number of specified securities that can be
held by such investor under the relevant regulations/ statutory guidelines.
• The correct procedure for applications by Hindu Undivided Families and the fact that applications by Hindu Undivided
Families would be treated as on par with applications by individuals.
In case of ASBA Forms, the relevant Designated Intermediaries uploaded the relevant Bid details in the electronic bidding
system of the Stock Exchange. For ASBA Forms (other than through the UPI Mechanism) Designated Intermediaries (other
than SCSBs) submitted/ delivered the ASBA Forms to the respective SCSB where the Bidder has an ASBA bank account and
not submit it to any non-SCSB bank or any Escrow Collection Bank.
For UPI Bidders using the UPI Mechanism, the Stock Exchange shall share the Bid details (including UPI ID) with the Sponsor
Bank(s) on a continuous basis to enable the Sponsor Bank(s) to initiate the UPI Mandate Request to UPI Bidders for blocking
of funds. The Sponsor Bank(s) shall initiate request for blocking of funds through NPCI to UPI Bidders, who shall accept the
UPI Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank account.
The NPCI shall maintain an audit trail for every bid entered in the Stock Exchange bidding platform, and the liability to
compensate UPI Bidders (using the UPI Mechanism) in case of failed transactions shall be with the concerned entity (i.e., the
Sponsor Bank(s), NPCI or the Bankers to an Offer) at whose end the lifecycle of the transaction has come to a halt. The NPCI
shall share the audit trail of all disputed transactions/ investor complaints to the Sponsor Bank(s) and the Bankers to the Offer.
The BRLM shall also be required to obtain the audit trail from the Sponsor Bank(s) and the Bankers to the Offer for analyzing
the same and fixing liability. For ensuring timely information to investors, SCSBs shall send SMS alerts as specified in the
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to the SEBI
circulars dated June 2, 2021, and April 20, 2022.
Pursuant to BSE circular dated July 22, 2022, with Notice no. 20220722-30, has mandated that Trading Members, Syndicate
Members, RTA and Depository Participants shall submit Syndicate ASBA bids above ₹5,00,000 and NII & QIB bids above
₹2,00,000 through SCSBs only.
For all pending UPI Mandate Requests, the Sponsor Bank(s) shall initiate requests for blocking of funds in the ASBA Accounts
of relevant Bidders with a confirmation cut-off time of 5:00 pm on the Bid/Offer Closing Date (“Cut-Off Time”). Accordingly,
UPI Bidders Bidding through the UPI Mechanism should accept UPI Mandate Requests for blocking off funds prior to the Cut-
Off Time and all pending UPI Mandate Requests at the Cut-Off Time shall lapse.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the SCSBs only after
such banks provide a written confirmation on compliance with the UPI Circulars.
The Sponsor Bank(s) will undertake a reconciliation of Bid responses received from Stock Exchange and sent to NPCI and
will also ensure that all the responses received from NPCI are sent to the Stock Exchange platform with detailed error code
and description, if any. Further, the Sponsor Bank(s) will undertake reconciliation of all Bid requests and responses throughout
332their 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(s) and issuer banks shall download UPI settlement files and raw data files from the NPCI portal
after every settlement cycle and do a three-way reconciliation with UPI switch data, CBS data and UPI raw data. NPCI is to
coordinate with issuer banks and Sponsor Bank(s) on a continuous basis.
The Sponsor Bank(s) shall host a web portal for intermediaries (closed user group) from the date of Bid/Offer Opening Date
until the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks, performance of apps and UPI
handles, down-time/ network latency (if any) across intermediaries and any such processes having an impact/bearing on the
Issue Bidding process.
ELECTRONIC REGISTRATION OF BIDS
a. The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchange. The Designated
Intermediaries can also set up facilities for off-line electronic registration of Applications, subject to the condition that
they may subsequently upload the off-line data file into the on-line facilities for Issue on a regular basis before the closure
of the issue.
b. On the Bid/ Offer closing Date, the Designated Intermediaries may upload the Bids till such time as may be permitted by
the Stock Exchange and as disclosed in the Prospectus.
c. Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/ Allotment. The Designated
Intermediaries are given till 1:00 pm on the next working day following the Bid/ Closing Date to modify select fields
uploaded in the Stock Exchange Platform during the Bid/ Offer period after which the Stock Exchange(s) send the
Application information to the Registrar to the issue for further processing.
SUBMISSION AND ACCEPTANCE OF APPLICATION FORMS
An Investor, intending to subscribe to this offer, shall submit a completed Bid Cum Application Form to any of the following
intermediaries (Collectively called – “Designated Intermediaries”)
Sr. No. Designated Intermediaries
1. An SCSB, with whom the bank account to be blocked, is maintained
2. A syndicate member (or sub-syndicate member)
A stock broker registered with a recognized stock exchange (and whose name is mentioned on the website of the
3.
stock exchange as eligible for this activity) (‘broker’)
A depository participant (‘DP’) (whose name is mentioned on the website of the stock exchange as eligible for
4.
this activity)
A registrar to an Issue and share transfer agent (‘RTA’) (whose name is mentioned on the website of the stock
5.
exchange as eligible for this activity)
Individual investors submitting application with any of the entities at (ii) to (v) above (hereinafter referred as
“Intermediaries”), and intending to use UPI, shall also enter their UPI ID in the Bid Cum Application Form.
The aforesaid intermediary shall, at the time of receipt of application, give an acknowledgement to investor, by giving the
counter foil or specifying the application number to the investor, as a proof of having accepted the Bid Cum Application Form,
in physical or electronic mode, respectively.
The upload of the details in the electronic bidding system of stock exchange will be done by:
For Applications After accepting the form, SCSB shall capture and upload the relevant details in the electronic bidding
submitted by system as specified by the stock exchange and may begin blocking funds available in the bank account
Investors to SCSB: specified in the form, to the extent of the application money specified.
For applications After accepting the Bid Cum Application Form, respective Intermediary shall capture and upload the
submitted by investor relevant details in the electronic bidding system of the stock exchange. Post uploading, they shall
to intermediaries forward a schedule as per prescribed format along with the Bid Cum Application Forms to designated
other than SCSBs: branches of the respective SCSBs for blocking of funds within one day of closure of Issue.
333For applications After accepting the Bid Cum Application Form, respective intermediary shall capture and upload the
submitted by relevant application details, including UPI ID, in the electronic bidding system of stock exchange. Stock
investors to exchange shall share application details including the UPI ID with sponsor bank on a continuous basis,
intermediaries other to enable sponsor bank to initiate mandate request on investors for blocking of funds. Sponsor bank shall
than SCSBs with use initiate request for blocking of funds through NPCI to investor. Investor to accept mandate request for
of UPI for payment: blocking of funds, on his/her mobile application, associated with UPI ID linked bank account.
Stock exchange shall validate the electronic bid details with depository’s records for DP ID/ Client ID and PAN, on a real- time
basis and bring the inconsistencies to the notice of intermediaries concerned, for rectification and re-submission within the time
specified by stock exchange.
Stock exchange shall allow modification of selected fields viz. DP ID/ Client ID or Pan ID (Either DP ID/ Client ID or Pan ID
can be modified but not BOTH), Bank code and Location code, in the bid details already uploaded.
Upon completion and submission of the Bid Cum Application Form to Application Collecting intermediaries, the Bidders are
deemed to have authorized our Company to make the necessary changes in the Red Herring Prospectus and/or Prospectus,
without prior or subsequent notice of such changes to the Bidders.
WHO CAN BID?
Please note that, in accordance with the SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and
the SEBI ICDR Regulations, all the investors (Except Anchor investors) applying in a public issue shall use only ASBA facility
for making payment. Further, pursuant to SEBI Circular No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019,
Individual Investors applying in public Issue may use either ASBA process or UPI payment mechanism by providing UPI ID
in the Application Form which is linked from Bank Account of the investor.
Each Bidder should check whether it is eligible to apply under applicable law, rules, regulations, guidelines and policies.
Furthermore, certain categories of Bidders, such as NRIs, FPIs and FVCIs may not be allowed to apply in the Issue or to hold
Equity Shares, in excess of certain limits specified under applicable law. Bidders are requested to refer to this Red Herring
Prospectus for more details.
Subject to the above, an illustrative list of Bidders is as follows:
a) Indian nationals’ resident in India who are not incompetent to contract under the Indian Contract Act, 1872, as amended, in
single or as a joint application and minors having valid Demat account as per Demographic Details provided by the
Depositories. Furthermore, based on the information provided by the Depositories, our Company shall have the right to
accept the Applications belonging to an account for the benefit of minor (under guardianship);
b) Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that the application
is being made in the name of the HUF in the Bid Cum Application Form as follows: ―Name of Sole or First Bidder:
XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta‖. Applications by HUFs
would be considered at par with those from individuals;
c) Companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in the
Equity Shares under their respective constitutional and charter documents;
d) Mutual Funds registered with SEBI;
e) Eligible NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable laws. NRIs other than Eligible
NRIs are not eligible to participate in this Issue;
f) Indian Financial Institutions, scheduled commercial banks, regional rural banks, co-operative banks (subject to RBI
permission, and the SEBI Regulations and other laws, as applicable);
g) FPIs other than Category III FPI; VCFs and FVCIs registered with SEBI;
h) Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;
i) Sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals only under the Non-
Institutional Bidder ‘s category;
j) Venture Capital Funds and Alternative Investment Fund (I) registered with SEBI; State Industrial Development
Corporations;
k) Foreign Venture Capital Investors registered with the SEBI;
l) Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other law relating to
334Trusts and who are authorized under their constitution to hold and invest in equity shares;
m) Scientific and/or Industrial Research Organizations authorized to invest in equity shares;
n) Insurance Companies registered with Insurance Regulatory and Development Authority, India;
o) Provident Funds with minimum corpus of ₹ 25 Crores and who are authorized under their constitution to hold and invest
in equity shares;
p) Pension Funds and Pension Funds with minimum corpus of ₹ 25 Crores and who are authorized under their constitution
to hold and invest in equity shares;
q) National Investment Fund set up by Resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of Government of
India published in the Gazette of India;
r) Multilateral and bilateral development financial institution;
s) Eligible QFIs;
t) Insurance funds set up and managed by army, navy or air force of the Union of India;
u) Insurance funds set up and managed by the Department of Posts, India;
v) Any other person eligible to apply in this Issue, under the laws, rules, regulations, guidelines and policies applicable to
them.
w) Applications not to be made by
i. Minors (except through their Guardians)
ii. Partnership firms or their nominations
iii. Foreign Nationals (except NRIs)
iv. Overseas Corporate Bodies
As per the existing regulations, OCBs are not eligible to participate in this Issue. The RBI has however clarified in its
circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are incorporated and are not
under the adverse notice of the RBI are permitted to undertake fresh investments as 138 incorporated non- resident
entities in terms of Regulation 5(1) of RBI Notification No.20/2000-RB dated May 3, 2000 under FDI Scheme with the
prior approval of Government if the investment is through Government Route and with the prior approval of RBI if
the investment is through Automatic Route on case by case basis. OCBs may invest in this Issue provided it obtains a
prior approval from the RBI. On submission of such approval along with the Bid Cum Application Form, the OCB
shall be eligible to be considered for share allocation.
METHOD OF BIDDING PROCESS
Our Company, in consultation with the BRLM will decide the Price Band and the minimum Bid lot size for the Issue and the
same shall be advertised in all editions of the Business Standard an English national newspaper, all editions of the Business
Standard an Hindi national newspaper and Regional newspaper UDAYKALA where the registered office of the company is
situated, each with wide circulation at least two Working Days prior to the Bid/ Issue Opening Date.
The BRLM and the SCSBs shall accept Bids from the Bidders during the Bid/ Issue Period.
a) The Bid/ Issue Period shall be for a minimum of three Working Days and shall not exceed 10 Working Days. The Bid/
Issue Period maybe extended, if required, by an additional three Working Days, subject to the total Bid/ Issue Period not
exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/ Issue Period, if applicable, will be
published in all editions of the Business Standard an English national newspaper , all editions of the Business Standard
an Hindi national newspaper and Regional newspaper UDAYKALA where the registered office of the company is
situated, each with wide circulation and also by indicating the change on the websites of the Book Running Lead Manager.
b) During the Bid/ Offer Period, Individual Investors, should approach the BRLM or their authorized agents to register their
Bids. The BRLM shall accept Bids from Anchor Investors and ASBA Bidders in Specified Cities and it shall have the
right to vet the Bids during the Bid/ Offer Period in accordance with the terms of this Red Herring Prospectus. ASBA
Bidders should approach the Designated Branches or the BRLM (for the Bids to be submitted in the Specified Cities) to
register their Bids.
c) Each Bid cum Application Form will give the Bidder the choice to Bid for up to three optional prices (for details refer to
the paragraph titled “Bids at Different Price Levels and Revision of Bids” below) within the Price Band and specify the
demand (i.e., the number of Equity Shares Bid for) in each option. The price and demand options submitted by the Bidder
335in the Bid cum Application Form will be treated as optional demands from the Bidder and will not be cumulated. After
determination of the Issue Price, the maximum number of Equity Shares Bid for by a Bidder/ Applicant at or above the
Issue Price will be considered for allocation/ Allotment and the rest of the Bid(s), irrespective of the Bid Amount, will
become automatically invalid.
d) The Bidder/ Applicant cannot Bid through another Bid cum Application Form after Bids through one Bid cum Application
Form have been submitted to a BRLM or the SCSBs. Submission of a second Bid cum Application Form to either the
same or to another BRLM or SCSB will be treated as multiple Bid and is liable to be rejected either before entering the
Bid into the electronic bidding system, or at any point of time prior to the allocation or Allotment of Equity Shares in this
Issue. However, the Bidder can revise the Bid through the Revision Form, the procedure for which is detailed under the
paragraph “Buildup of the Book and Revision of Bids”.
e) Except in relation to the Bids received from the Anchor Investors, the BRLM/ the SCSBs will enter each Bid option into
the electronic bidding system as a separate Bid and generate a Transaction Registration Slip (“TRS”), for each price and
demand option and give the same to the Bidder. Therefore, a Bidder can receive up to three TRSs for each Bid cum
Application Form.
f) The BRLM shall accept the Bids from the Anchor Investors during the Anchor Investor Bid/ Offer Period i.e. one Working
Day prior to the Bid/ Offer Opening Date. Bids by QIBs under the Anchor Investor Portion and the QIB Portion shall not
be considered as multiple Bids.
g) Along with the Bid cum Application Form, Anchor Investors will make payment in the manner described in “Issue
Procedure” – Payment into Escrow Account(s) for Anchor Investors on page 327 of this Red Herring Prospectus.
h) Upon receipt of the Bid cum Application Form, submitted whether in physical or electronic mode, the Designated Branch
of the SCSB shall verify if sufficient funds equal to the Bid Amount are available in the ASBA Account, as mentioned in
the Bid cum Application Form prior to uploading such Bids with the Stock Exchange.
i) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB shall reject such Bids and
shall not upload such Bids with the Stock Exchange.
j) If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Bid Amount
mentioned in the Bid cum Application Form and will enter each Bid option into the electronic bidding system as a separate
Bid and generate a TRS for each price and demand option. The TRS shall be furnished to the ASBA Bidder on request.
k) The Bid Amount shall remain blocked in the aforesaid ASBA Account until finalization of the Basis of Allotment and
consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public Issue Account, or until withdrawal/
failure of the Issue or until withdrawal/rejection of the Bid cum Application Form, as the case may be. Once the Basis of
Allotment is finalized, the Registrar to the Issue shall send an appropriate request to the SCSB for unblocking the relevant
ASBA Accounts and for transferring the amount allocable to the successful Bidders to the Public Issue Account. In case
of withdrawal/ failure of the Issue, the blocked amount shall be unblocked on receipt of such information from the
Registrar to the Issue.
BIDS AT DIFFERENT PRICE LEVELS AND REVISION OF BIDS
a) Our Company in consultation with the BRLM, and without the prior approval of, or intimation, to the Bidders, reserves
the right to revise the Price Band during the Bid/ Issue Period, provided that the Cap Price shall be less than or equal to
120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity Shares. The revision in
Price Band shall not exceed 20% on the either side i.e. the floor price can move up or down to the extent of 20% of the
floor price disclosed. If the revised price band decided, falls within two different price bands than the minimum
application lot size shall be decided based on the price band in which the higher price falls into.
b) Our Company in consultation with the BRLM, will finalize the Issue Price within the Price Band, without the prior
approval of, or intimation, to the Bidders.
c) The Bidders can Bid at any price within the Price Band. The Bidder has to Bid for the desired number of Equity Shares
at a specific price. Individual Bidders may bid at the Cut-off Price. However, bidding at the Cut-off Price is prohibited
for QIB and Non-Institutional Bidders and such Bids from QIB and Non-Institutional Bidders shall be rejected.
d) Individual Bidders, who Bid at Cut-off Price agree that they shall purchase the Equity Shares at any price within the
Price Band. Individual Bidders shall submit the Bid cum Application Form along with a cheque/ demand draft for the
Bid Amount based on the Cap Price with the Syndicate. In case of ASBA Bidders (excluding Non-Institutional Bidders
and QIB Bidders) bidding at Cut-off Price, the ASBA Bidders shall instruct the SCSBs to block an amount based on the
336Cap Price.
e) The price of the specified securities offered to an anchor investor shall not be lower than the price offered to other
applicants.
AVAILABILITY OF PROSPECTUS AND APPLICATION FORMS
The Memorandum containing the salient features of this Red Herring Prospectus together with the Application Forms and
copies of this Red Herring Prospectus may be obtained from the Registered Office of our Company, BRLM to the issue and
the Registrar to the issue as mentioned in the Application Form. The application forms may also be downloaded from the
website of BSE Limited i.e. https://www.bseindia.com
OPTION TO SUBSCRIBE IN THE OFFER
a. As per Section 29(1) of the Companies Act 2013, Investors will get the allotment of Equity Shares in dematerialization
form only.
b. The Equity Shares, on allotment, shall be traded on Stock Exchange in demat segment only.
c. In a single Application Form any investor shall not exceed the investment limit/ minimum number of specified securities
that can be held by him/ her/ it under the relevant regulations/ statutory guidelines and applicable law.
BIDS BY ANCHOR INVESTORS:
Our Company in consultation with the BRLM, may consider participation by Anchor Investors in the Offer for up to 60% of
the QIB Portion in accordance with the SEBI Regulations. Only QIBs as defined in Regulation 2(1)(ss) of the SEBI Regulations
and not otherwise excluded pursuant to Schedule XIII of the SEBI Regulations are eligible to invest. The QIB Portion will be
reduced in proportion to allocation under the Anchor Investor Portion. In the event of undersubscription in the Anchor Investor
Portion, the balance Equity Shares will be added to the QIB Portion.
In accordance with the SEBI Regulations, the key terms for participation in the Anchor Investor Portion are provided below:
a. Anchor Investor Bid cum Application Forms will be made available for the Anchor Investors at the offices of the BRLM.
b. The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount is at least ₹ 200.00 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 ₹ 200.00 lakhs. Forty per cent of the
anchor investor portion, within the limits specified shall be reserved as under –
(i) 33.33 per cent for domestic mutual funds; and
(ii) 6.67 per cent for life insurance companies and pension funds:
c. Bidding for Anchor Investors will open one Working Day before the Bid/ Offer Opening Date and be completed on the
same day.
d. Our Company in consultation with the BRLM, will finalize allocation to the Anchor Investors on a discretionary basis,
provided that the minimum and maximum number of Allottees in the Anchor Investor Portion will be, as mentioned
below:
i. where allocation in the Anchor Investor Portion is up to ₹200.00 Lakhs, maximum of 2 (two) Anchor Investors.
ii. where the allocation under the Anchor Investor Portion is more than ₹200.00 Lakhs but up to ₹2,500.00 Lakhs,
minimum of 2 (two) and maximum of 15 (fifteen) Anchor Investors, subject to a minimum Allotment of ₹100.00
Lakhs per Anchor Investor; and
iii. where the allocation under the Anchor Investor portion is more than ₹2,500.00 Lakhs: (i) minimum of 5 (five) and
maximum of 15 (fifteen) Anchor Investors for allocation up to ₹2,500.00 Lakhs; and (ii) an additional 10 Anchor
Investors for every additional allocation of ₹2,500.00 Lakhs or part thereof in the Anchor Investor Portion; subject
to a minimum Allotment of ₹100.00 Lakhs per Anchor Investor.
e. Allocation to Anchor Investors will be completed on the Anchor Investor Bid/ Offer Period. The number of Equity Shares
allocated to Anchor Investors and the price at which the allocation is made will be made available in the public domain
by the BRLM before the Bid/ Offer Opening Date, through intimation to the Stock Exchange.
f. Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
337g. 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 within 2 (two) Working
Days from the Bid/ Offer Closing Date. 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.
h. 50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a period of
90 days from the date of Allotment, while the remaining 50% of the Equity Shares Allotted to Anchor Investors in the
Anchor Investor Portion shall be locked in for a period of 30 days from the date of Allotment.
i. The BRLM, our Promoters, Promoter Group or any person related to them (except for Mutual Funds sponsored by entities
related to the BRLM) will not participate in the Anchor Investor Portion. The parameters for selection of Anchor Investors
will be clearly identified by the BRLM and made available as part of the records of the BRLM for inspection by SEBI.
Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids.
Anchor Investors are not permitted to Bid in the Offer through the ASBA process.
APPLCATION BY INDIAN PUBLIC INCLUSING ELIGIBLE NRIs
Application must be made only in the names of individuals, limited companies or Statutory Corporations/ institutions and not
in the names of minors, foreign nationals, non-residents (except for those applying on non-repatriation), trusts (unless the trust
is registered under the Societies Registration Act, 1860 or any other applicable trust laws and is authorized under its constitution
to hold shares and debentures in a company), Hindu Undivided Families, Partnership firms or their nominees. In case of HUF’s,
application shall be made by the Karta of the HUF. An applicant in the Net Public Category cannot make an application for
that number of Equity Shares exceeding the number of Equity Shares issued to the public.
PARTICIPATION BY ASSOCIATES/ AFFILIATES OF BOOK RUNNING LEAD MANAGER, PROMOTERS,
PROMOTERS GROUP AND PERSONS RELATED TO PROMOTER/ PROMOTERS GROUP
The Book Running Lead Manager shall not be allowed to purchase Equity Shares in this Offer in any manner, except towards
fulfilling their underwriting obligations. However, associates and affiliates of the Book Running Lead Manager may subscribe
to or purchase Equity Shares in the Offer, either in the QIB Portion or in Non- Institutional Portion as may be applicable to
such Applicants. Applying and subscription may be on their own account or on behalf of their clients. All categories of
investors, including associates or affiliates of Book Running Lead Manager, shall be treated equally for the purpose of
allocation to be made on a proportionate basis.
The Book Running Lead Manager or any associates of the Book Running Lead Manager, except Mutual Funds sponsored by
entities which are associates of the Book Running Lead Manager or insurance companies promoted by entities which are
associate of Book Running Lead Manager or AIFs sponsored by the entities which are associate of the Book Running Lead
Manager or FPIs (other than individuals, corporate bodies and family offices), sponsored by the entities which are associates
of the Book Running Lead Manager, pension funds sponsored by entities which are associate of the BRLM, shall apply in the
Offer under the Anchor Investor Portion.
Our Promoters and the members of our Promoter Group will not participate in the Offer. Further, persons related to our
Promoters and Promoter Group shall not apply in the Offer under the Anchor Investor Portion.
For the purposes of this section, a QIB who has any of the following rights shall be deemed to be a “person related to the
Promoters and members of the Promoter Group”: (a) rights under a shareholders’ agreement or voting agreement entered into
with the Promoters and members of the Promoter Group; (b) veto rights; or (c) right to appoint any nominee director on our
Board.
Further, an Anchor Investor shall be deemed to be an “associate of the BRLM” if: (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,
338directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (iii) there is a common
director, excluding nominee director, amongst the Anchor Investors and the BRLM.
APPLICATION 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. 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 10.00% of its net asset value in equity shares or equity related instruments of
any single company provided that the limit of 10.00% 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 10.00% of any company’s paid-up
share capital carrying voting rights.
APPLICATION BY HUFs
Applications by HUF can be made in the individual name of the Karta. The Applicant should specify that the Application is
being made in the name of the HUF in the Application Form as follows: “Name of sole or first Applicant: XYZ Hindu
Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Applications by HUFs may be considered at
par with Applications from individuals.
APPLICATIONS BY ELIGIBLE NRIs
Eligible NRIs may obtain copies of the Application Form from the Designated Intermediaries. Only Applications accompanied
by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment under the reserved
category. The non-resident Indians who intend to make payment through Non-Resident Ordinary (NRO) accounts shall use the
form meant for Resident Indians and shall not use the forms meant for reserved category. Eligible NRI Applicant applying on
a repatriation basis by using the Non-Resident Form should authorize their SCSB or should confirm/ accept the UPI Mandate
Request (in case of Individual Investors using the UPI Mechanism) to block their Non-Resident External (“NRE”) accounts,
or Foreign Currency Non-Resident (“FCNR”) ASBA Accounts, and Eligible NRI Applicant applying on a non-repatriation
basis by using Resident Forms should authorize their SCSB or should confirm/ accept the UPI Mandate Request (in case of
Individual Investors applying using the UPI Mechanism) to block their Non-Resident Ordinary (“NRO”) accounts for the full
Application Amount, at the time of the submission of the Application Form. However, NRIs applying in the Offer through the
UPI Mechanism are advised to enquire with the relevant bank where their account is UPI linked prior to submitting their
application.
In case of Eligible NRIs bidding under the individual Investor portion through the UPI mechanism, depending on the nature of
the investment whether repatriable or non-repatriable, the Eligible NRI may mention the appropriate UPI ID in respect of the
NRE account or the NRO account, in the Application Form.
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 shall be
considered for allotment. Companies are required to file the declaration in the prescribed form to the concerned Regional Office
of RBI within 30 (thirty) days from the date of Offer of shares of allotment to NRIs on repatriation basis. Allotment of Equity
Shares to non-residents Indians shall be subject to the prevailing Reserve Bank of India guidelines. Sale proceeds of such
investments in equity Shares will be allowed to be repatriated along with an income thereon subject to permission of the RBI
and subject to the Indian Tax Laws and Regulations and any other applicable laws.
Eligible NRIs are 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 could use Channel IV (as specified in the SEBI UPI Circulars) to apply in the
Offer, provided the UPI facility is enabled for their NRE/ NRO accounts. In accordance with the FEMA Non-Debt Instruments
Rules, the total holding by any individual NRI, on a repatriation basis, could not exceed 5% of the total paid-up Equity Share
capital on a fully diluted basis or shall not exceed 5% of the paid-up value of each series of debentures or preference shares or
339share warrants issued by an Indian company and the total holdings of all NRIs and Overseas Citizen of India (“OCI”) put
together could not exceed 10% of the total paid-up Equity Share capital on a fully diluted basis or could not exceed 10% of the
paid-up value of each series of debentures or preference shares or share warrant.
Eligible NRIs applying on non-repatriation basis are advised to use the Application Form for residents [●], Eligible NRIs
applying on a repatriation basis are advised to use the Application Form meant for non- Residents [●]
For further details, see “Restrictions on Foreign Ownership of Indian Securities” on page 361 of this Red Herring Prospectus.
APPLICATIONS BY FIIs/ FPIs
In terms of the SEBI FPI Regulations, an FII who holds a valid certificate of registration from SEBI shall be deemed to be a
registered FPI until the expiry of the block of three years for which fees have been paid as per the SEBI FII Regulations.
An FII or sub-account may, subject to payment of conversion fees under the SEBI FPI Regulations participate in the Offer
until the expiry of its registration with SEBI as an FII or sub-account, or if it has obtained a certificate of registration as an FPI,
whichever is earlier. Accordingly, such FIIs can, subject to the payment of conversion fees under the SEBI FPI Regulations,
participate in this Offer in accordance with Schedule 2 of the FEMA Regulations. An FII shall not be eligible to invest as an
FII after registering as an FPI under the SEBI FPI Regulations.
In terms of the SEBI FPI Regulations, the investment in Equity Shares by a single FPI or an investor group (which means
multiple entities registered as FPIs and directly or indirectly having common ownership of more than 50% or common control)
must be below 10% of our post-issue Equity Share capital. Further, in terms of the FEMA Non-Debt Instruments Rules, the
total holding by each FPI or an investor group shall be below 10% of the total paid-up Equity Share capital of our Company
and the total holdings of all of all FPIs put together shall not exceed 24% of the paid-up Equity Share capital of our Company.
The aggregate limit of 24% may be increased up to the sectoral cap by way of a resolution passed by the Board of Directors
followed by a special resolution passed by the Shareholders of our Company and subject to prior intimation to RBI. In terms
of the FEMA Regulations, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs as well as
holding of FIIs (being deemed FPIs) shall be included.
Further, pursuant to the Master Directions on Foreign Investment in India issued by the RBI dated January 4, 2018 (updated
as on January 20, 2025) the investments made by a SEBI registered FPI in a listed Indian company will be reclassified as FDI
if the total shareholding of such FPI increases to 10% or more of the total paid-up equity share capital on a fully diluted basis
or 10% or more of the paid up value of each series of convertible debentures or preference shares or warrants.
FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions which may be specified by
the Government from time to time. In case of Bids made by FPIs, a certified copy of the certificate of registration issued under
the SEBI FPI Regulations is required to be attached to the Bid cum Application Form, failing which our Company, in
consultation with the BRLM reserves the right to reject any Bid without assigning any reason, subject to applicable laws.
FPIs shall be permitted to participate in the Offer subject to compliance with conditions and restrictions specified by the
Government from time to time. In terms of the FEMA Non-debt Instruments Rules, for calculating the aggregate holding of
FPIs in a company, holding of all registered FPIs shall be required to be included. To ensure compliance with the above
requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed that at the time of finalisation of the Basis of
Allotment, the Registrar shall (i) use the PAN issued by the Income Tax Department of India for checking compliance for a
single FPI; and (ii) obtain validation from Depositories for the FPIs who have invested in the Issue to ensure there is no breach
of the investment limit, within the timelines for Offer 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 22
of the SEBI FPI Regulations, a FPI, other than Category III foreign portfolio investor and unregulated broad based funds,
which are classified as Category II foreign portfolio investor by virtue of their investment manager being appropriately
regulated, may issue, subscribe to or otherwise deal in offshore derivative instruments (as defined under the SEBI FPI
Regulations as any instrument, by whatever name called, which is issued overseas by a FPI against securities held by it in
India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only to
persons who are regulated by an appropriate regulatory authority; and (ii) such offshore derivative instruments are issued after
compliance with know your client norms. Further, pursuant to a Circular dated November 24, 2014 issued by the SEBI, FPIs
are permitted to issue offshore derivate instruments only to subscribers that (i) meet the eligibility criteria set forth in Regulation
3404 of the SEBI FPI Regulations; and (ii) do not have opaque structures, as defined under the SEBI FPI Regulations. An FPI is
also required to ensure that no further issue or transfer of any offshore derivative instrument is made by or on behalf of it to
any persons that are not regulated by an appropriate foreign regulatory authority. Further, where an investor has investments
as FPI and also holds positions as an overseas direct investment subscriber, investment restrictions under the SEBI FPI
Regulations shall apply on the aggregate of FPI investments and overseas direct investment positions held in the underlying
Indian company.
The FPIs who wish to participate in the issue are advised to use the Application Form for non-residents. FPIs are required to
apply through the ASBA process to participate in the issue.
Bids received from FPIs bearing the same PAN shall be treated as multiple Bids and shall be 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/AFD-PoD-2/P/CIR/2024/70 dated May 30, 2024, 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 shall not utilize the multiple investment managers
(“MIM”) Structure, and bear the same PAN, shall be liable to be rejected. In order to ensure valid Bids, FPIs making multiple
Bids using the same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, are required to provide a
confirmation in the Bid cum Application Forms that the relevant FPIs making multiple Bids utilize the MIM Structure. In the
absence of such confirmation from the relevant FPIs, such multiple Bids are required to be rejected.
APPLICATIONS BY SEBI-REGISTERED AIFs, VCFs AND FVCIs
The Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 as amended, (the “SEBI VCF
Regulations”) and the Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000, as
amended, among other things prescribe the investment restrictions on VCFs and FVCIs registered with SEBI. Further, the
Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 (the “SEBI AIF Regulations”)
prescribe, amongst others, the investment restrictions on AIFs.
The holding by any individual VCF or FVCI registered with SEBI in one venture capital undertaking should not exceed 25%
of the corpus of the VCF. Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds by way of subscription
to an initial public offering.
The category I and II AIFs cannot invest more than 25% of the corpus in one Investee Company. A category III AIF cannot
invest more than 10% of the corpus in one Investee Company. A venture capital fund registered as a category I AIF, as defined
in the SEBI AIF Regulations, cannot invest more than 1/3rd of its corpus by way of subscription to an initial public offering of
a venture capital undertaking. Additionally, the VCFs which have not re-registered as an AIF under the SEBI AIF Regulations
shall continue to be regulated by the VCF Regulations until the existing fund or scheme managed by the fund is wound up and
such funds shall not launch any new scheme after the notification of the SEBI AIF Regulations.
All non-residents Investors should note that refunds, dividends and other distributions, if any, will be payable in Indian Rupees
only and net of Bank charges and commission.
Participation of AIFs, VCFs and FVCIs shall also be subject to the FEMA Rules.
Our Company or the Book Running Lead Manager will not be responsible for loss, if any, incurred by the Applicant on account
of conversion of foreign currency.
There is no reservation for Eligible NRIs, FPIs and FVCIs and all Applicants will be treated on the same basis with other
categories for the purpose of allocation.
APPLICATIONS 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.
APPLICATIONS BY INSURANCE COMPANIES
341In case of Applications made by insurance companies registered with the IRDA, a certified copy of the certificate of registration
issued by IRDA must be attached to the Application Form, failing which, our Company in consultation with the Book Running
Lead Manager reserves the right to reject any Application without assigning any reason thereof.
The exposure norms for insurers prescribed in Regulation 9 of the Insurance Regulatory and Development Authority of India
(Investment) Regulations, 2016 (“IRDAI Investment Regulations”) are set forth below:
i. Equity shares of a company: the lower of 10%* of the investee company’s outstanding equity shares (face value) or 10%
of the respective fund in case of a life insurer or 10% of investment assets in case of a general insurer or a reinsurer;
ii. 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 a reinsurer or 15% of the investment assets in all companies belonging
to the group, whichever is lower; and
iii. The industry sector in which the investee company operates; not more than 15% of the respective fund of a life insurer or
a reinsurer or health insurer or general insurance or 15% of the investment assets, whichever is lower.
The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount of 10% of
the investment assets of a life insurer or general insurer and the amount calculated under points (i), (ii) or (iii) 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 million or more and 12% of outstanding equity shares (face value) for insurers with investment
assets of ₹5,00,000 million or more but less than ₹2,500,000 million.
Insurer companies participating in this Offer shall comply with all applicable regulations, guidelines and circulars issued by
the IRDA from time to time, including the IRDA Investment Regulations.
APPLICATION BY PROVIDENT FUNDS/ PENSION FUNDS
In case of applications made by provident funds/ pension funds, subject to applicable laws, with minimum corpus of ₹25 crores,
registered with the Pension Fund Regulatory and Development Authority established under sub- section (1) of section 3 of the
Pension Fund Regulatory and Development Authority Act, 2013, a certified copy of the certificate from a chartered accountant
certifying the corpus of the provident fund/ pension fund must be attached to the Application Form. Failing this, the Company,
in consultation with the Book Running Lead Manager, reserves the right to reject any application, without assigning any reason
thereof.
APPLICATIONS BY BANKING COMPANIES
In case of Applications 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 must be attached to the Application
Form, failing which our Company, in consultation with the Book Running Lead Manager, reserves the right to reject any
Application without assigning any reason.
The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949, as
amended (“Banking Regulation Act”), and the Reserve Bank of India (“Financial Services provided by Banks”) Directions,
2016, as amended, is 10% of the paid-up share capital of the investee company not being its subsidiary engaged in non-financial
services or 10% of the banks own paid-up share capital and reserves, whichever is lower. Further, the aggregate investment in
subsidiaries and other entities engaged in financial and non-financial services company cannot exceed 20% of the bank’s paid-
up share capital and reserves. However, a banking company would be permitted to invest in excess of 10% but not exceeding
30% of the paid- up share capital of such investee company 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/ corporate debt restructuring/ strategic debt restructuring, or to protect the banks’ interest on loans/
investments made to a company.
Provided that the bank is required to submit a time-bound action plan for disposal of such shares (in this sub- clause(b)) within
a specified period to the RBI. A banking company would require a prior approval of RBI to make (i) investment in a subsidiary
and a financial services company that is not a subsidiary (with certain exception prescribed), and (ii) 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
Reserve Bank of India (Financial Services provided by Banks) Directions, 2016.
342APPLICATION BY SYSTEMICALLY IMPORTANT NON-BANKING FINANCIAL COMPANIES
In case of Applications made by systemically important non-banking financial companies registered with RBI, certified copies
of: (i) the certificate of registration issued by the RBI, (ii) certified copy of its last audited financial statements on a standalone
basis and a net worth certificate from its statutory auditors, and (iii) such other approval as may be required by the Systemically
Important NBFCs must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the Book
Running Lead Manager, reserves the right to reject any Application, without assigning any reason thereof. Systemically
Important NBFCs participating in the issue shall comply with all applicable regulations, guidelines and circulars issued by RBI
from time to time.
APPLICATIONS BY SCSBs
SCSBs participating in the Issue are required to comply with the terms of the circulars issued by the SEBI dated September 13,
2012 and January 2, 2013. 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 UNDER POWER OF ATTORNEY
In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, Eligible
FPIs, Mutual Funds, Systemically Important NBFCs, insurance companies, insurance funds set up by the army, navy or air
force of the Union of India, insurance funds set up by the Department of Posts, India, or the National Investment Fund and
provident funds with a minimum corpus of ₹ 2,500 lakhs (subject to applicable law) and pension funds with a minimum corpus
of ₹ 2,500 lakhs, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with
a certified copy of the memorandum of association and articles of association and/or bye laws must be lodged along with the
Bid cum Application Form. Failing this, our, 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 therefor.
In addition to the above, certain additional documents are required to be submitted by the following entities:
i. With respect to applications by VCFs, FVCIs, FIIs and Mutual Funds, a certified copy of their SEBI registration certificate
must be lodged along with the Application Form. Failing this, our Company reserves the right to accept or reject any
application, in whole or in part, in either case without assigning any reasons thereof.
ii. With respect to applications by insurance companies registered with the Insurance Regulatory and Development Authority,
in addition to the above, a certified copy of the certificate of registration issued by the Insurance Regulatory and
Development Authority must be lodged with the Application Form as applicable. Failing this, our Company reserves the
right to accept or reject any application, in whole or in part, in either case without assigning any reasons thereof.
iii. With respect to applications made by provident funds with minimum corpus of ₹ 2,500 Lakhs (subject to applicable law)
and pension funds with a minimum corpus of ₹ 2,500 Lakhs, a certified copy of a certificate from a chartered accountant
certifying the corpus of the provident fund/ pension fund must be lodged along with the Application Form. Failing this, our
Company reserves the right to accept or reject such application, in whole or in part, in either case without assigning any
reasons thereof.
iv. With respect to 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.
Our Company in its absolute discretion, reserves the right to relax the above condition of simultaneous lodging of the power
of attorney along with the Application Form, subject to such terms and conditions that our Company, the BRLM may deem fit.
Our Company, in its absolute discretion, reserves the right to permit the holder of the power of attorney to request the Registrar
to the issue that, for the purpose of mailing of the Allotment Advice/ CANs/ letters notifying the unblocking of the bank
accounts of ASBA applicants, the Demographic Details given on the Application Form should be used (and not those obtained
from the Depository of the application). In such cases, the Registrar to the issue shall use Demographic Details as given on the
Application Form instead of those obtained from the Depositories.
The above information is given for the benefit of the Applicants. Our Company and the Book Running Lead Manager are
not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date
343of this Red Herring Prospectus. Applicants are advised to make their independent investigations and ensure any single
Application from them does not exceed the applicable investment limits or maximum number of the Equity Shares that can
be held by them under applicable law or regulation or as specified in this Red Herring Prospectus, Red Herring Prospectus
or the Prospectus.
MAXIMUM AND MINIMUM APPLICATION SIZE
1. For Individual Investors
The Application must be for a minimum of two lots. In case of revision of Applications, the Individual Investors have to
ensure that the Application Price exceed ₹2,00,000.
2. For Other than Individual Investors (Non-Institutional Investors and QIBs)
The Application must be for a minimum of such number of Equity Shares that the Application is for more than 2 lots and
in multiples of [●] Equity Shares thereafter. An application cannot be submitted for more than the Net Offer Size.
However, the maximum Application by a QIB investor should not exceed the investment limits prescribed for them by
applicable laws. Under existing SEBI Regulations, a QIB Bidder and Non-institutional investors can neither lower nor
withdraw its application. Whereas at any stage and individual investors can withdraw or revise their bids till issue closure
date.
In case of revision in Applications, the Non-Institutional Investors, who are individuals, must ensure that the Application
Amount is more than two lots for being considered for allocation in the Non-Institutional Portion.
Applicants are advised to ensure that any single Application from them does not exceed the investment limits or
maximum number of Equity Shares that can be held by them under applicable law or regulation or as specified in
this Red Herring Prospectus.
The above information is given for the benefit of the Applicants. The Company and the Book Running Lead
Manager are not liable for any amendments or modification or changes in applicable laws or regulations, which
may occur after the date of this Red Herring Prospectus. Applicants are advised to make their independent
investigations and ensure that the number of Equity Shares applied for do not exceed the applicable limits under
laws or regulations.
INFORMATION FOR THE APPLICANTS:
• Our Company and the Book Running Lead Manager shall declare the Bid/ Offer Opening Date and Bid/ Offer Closing
Date in the Red Herring Prospectus to be registered with the RoC and also publish the same in two national newspapers
(one each in English and Hindi) and in a regional newspaper with wide circulation. This advertisement shall be in the
prescribed format.
• Our Company will file a copy of the Red Herring Prospectus with the Registrar of Companies, Hyderabad, at least 3
(three) days before the Offer Opening Date.
• Any investor (who is eligible to invest in our Equity Shares) who would like to obtain the Draft Red Herring Prospectus/
Red Herring Prospectus and/ or the Application Form can obtain the same from our Registered Office or from the office
of the BRLM.
• Copies of the Bid Cum Application Form along with the Abridged Prospectus and copies of the Red Herring Prospectus
will be available with the Book Running Lead Manager, the Registrar to the Issue and at the Registered Office of our
Company. Electronic Bid Cum Application Forms will also be available on the websites of the Stock Exchange.
• Applicants who are interested in subscribing to the Equity Shares should approach the BRLM or their authorized agent(s)
to register their applications.
• Bid Cum Application Form submitted directly to the SCSBs should bear the stamp of the SCSBs and/ or the Designated
Branch, or the respective Designated Intermediaries, Bid Cum Application Form submitted by Applicants whose
beneficiary account is inactive shall be rejected.
• The Bid Cum Application Form can be submitted either in physical or electronic mode, to the SCSBs with whom the
ASBA Account is maintained, or other Designated Intermediaries (other than SCSBs). SCSBs may provide the electronic
mode of collecting either through an internet-enabled collecting and banking facility or such other secured, electronically
enabled mechanism for applying and blocking funds in the ASBA Account. The Individual Investors have to apply only
through UPI Channel, they have to provide the UPI ID and validate the blocking of the finds and such Bid Cum
344Application Forms that do not contain such details are liable to be rejected.
• Applicants applying directly through the SCSBs should ensure that the Bid Cum Application Form is submitted to a
Designated Branch of SCSB, where the ASBA Account is maintained. Applications submitted directly to the SCSBs or
other Designated Intermediaries (Other than SCSBs), the relevant SCSB, shall block an amount in the ASBA Account
equal to the Application Amount specified in the Bid Cum Application Form, before entering the ASBA Application into
the electronic system.
• Except for applications by or on behalf of the Central or State Government and the Officials appointed by the courts and
by investors residing in the state of Sikkim, the Bidders, or in the case of applications in joint names, the first Bidder (the
first name under which the beneficiary account is held), should mention his/her PAN allotted under the Income Tax Act.
In accordance with the SEBI Regulations, the PAN would be the sole identification number for participating in transacting
in the securities market, irrespective of the amount of transaction. Any Bid Cum Application Form without PAN is liable
to be rejected. The demat accounts of Bidders for whom PAN details have not been verified, excluding person resident
in the State of Sikkim or persons who may be exempted from specifying their PAN for transacting in the securities market,
shall be “suspended for credit” and no credit of Equity Shares pursuant to the Issue will be made into the accounts of such
Bidders.
• The Applicants may note that in case the PAN, the DP ID and Client ID mentioned in the Bid Cum Application Form and
entered into the electronic collecting system of the Stock Exchange Designated Intermediaries do not match with PAN,
the DP ID and Client ID available in the Depository database, the Bid Cum Application Form is liable to be rejected.
• Applications made in the name of minors and/ or their nominees shall not be accepted.
INSTRUCTIONS FOR COMPLETING THE BID CUM APPLICATION FORM
The Bids should be submitted on the prescribed Form and in BLOCK LETTERS in ENGLISH only in accordance with the
instructions contained herein and in the Bid cum application form. Bids not so made are liable to be rejected. ASBA Application
Forms should bear the stamp of the SCSBs. ASBA Application Forms, which do not bear the stamp of the SCSB, will be
rejected.
Applications made using a third-party bank account or using third party UPI ID linked bank account are liable to be rejected.
Bid Cum Application Forms should bear the stamp of the Designated Intermediaries. ASBA Bid Cum Application Forms,
which do not bear the stamp of the Designated Intermediaries, will be rejected.
SEBI, vide Circular No. CIR/CFD/14/2012 dated October 04, 2012, has introduced an additional mechanism for investors to
submit application forms in public issues using the stock broker (broker) network of Stock Exchange, who may not be syndicate
members in an issue with effect from January 01, 2013. The list of Broker Centre is available on the website of BSE i.e.
https://www.bseindia.com. With a view to broad base the reach of Investors by substantial, enhancing the points for submission
of applications, SEBI vide Circular No. CIR/CFD/POLICY CELL/11/2015 dated November 10, 2015 has permitted Registrar
to the Issue and Share Transfer Agent and Depository Participants registered with SEBI to accept the Bid Cum Application
Forms in Public Issue with effect front January 01, 2016. The List of ETA and DPs centres for collecting the application shall
be disclosed is available on the website of BSE i.e. https://www.bseindia.com.
BIDDER’S DEPOSITORY ACCOUNT AND BANK DETAILS
Please note that, providing bank account details, PAN No’s, Client ID and DP ID in the space provided in the Bid cum
application form is mandatory and Bids that do not contain such details are liable to be rejected.
Bidders should note that on the basis of name of the Applicants, Depository Participant’s name, Depository Participant
Identification number and Beneficiary Account Number provided by them in the Bid cum Application Form, the Registrar to
the issue will obtain from the Depository the demographic details including address, Bidders’ bank account details, MICR code
and occupation (hereinafter referred to as Demographic Details’). Bidders should carefully fill in their Depository Account
details in the Bid cum Application Form.
These Demographic Details would be used for all correspondence with the Bidders including mailing of the CANs/ Allocation
Advice. The Demographic Details given by Bidders in the Bid cum Application Form would not be used for any other purpose
by the Registrar to the issue.
By signing the Bid Cum Application Form, the Bidders would be deemed to have authorized the depositories to provide, upon
request, to the Registrar to the issue, the required Demographic Details as available on its records.
345SUBMISSION OF BIDS
1. During the Bid/ Offer period, Bidders may approach any of the Designated Intermediaries to register their Bids.
2. In case of Bidders (excluding NIIs) Bidding at Cut-off Price, the Bidders may instruct the SCSBs to block the Bid Amount
based on the Cap Price less Discount (if applicable).
BASIS OF ALLOTMENT
a) For Individual Investors
Bids received from the Individual Investors at or above the Offer Price shall be grouped together to determine the total
demand under this category. The Allotment to all the successful Individual Investors will be made at the Offer Price.
The Offer size less Allotment to Non-Institutional and QIB Bidders shall be available for Allotment to Individual Investors
who have Bid in the Offer at a price that is equal to or greater than the Offer Price. If the aggregate demand in this category
is less than or equal to [●] Equity Shares of the face value of ₹ 5/- each at or above the Offer Price, full Allotment shall
be made to the Individual Investors to the extent of their valid Bids.
If the aggregate demand in this category is greater than [●] Equity Shares of the face value of ₹5/- each at or above the
Offer Price, the Allotment shall be made on a proportionate basis up to a minimum of [●] Equity Shares of face value of
₹5/- each and in multiples of [●] Equity Shares of face value of ₹5/- each thereafter. For the method of proportionate
Basis of Allotment, refer below.
b) For Non-Institutional Bidders
Bids received from Non-Institutional Bidders at or above the Offer Price shall be grouped together to determine the total
demand under this category. The Allotment to all successful Non-Institutional Bidders will be made at the Offer Price.
The Offer Size less allotment to QIBs and Individual Investors shall be available for Allotment to Non- Institutional
Bidders who have Bid in the Issue at a price that is equal to or greater than the Offer Price. If the aggregate demand in
this category is less than or equal to [●] Equity Shares of the face value of ₹5/- each at or above the Offer Price, full
Allotment shall be made to Non-Institutional Bidders to the extent of their demand.
In case the aggregate demand in this category is greater than [●] Equity Shares of the face value of ₹5/- each at or above
the Offer Price, Allotment shall be made on a proportionate basis up to a minimum of [●] Equity Shares of the face value
of ₹5/- each and in multiples of [●] Equity Shares of the face value of ₹5/- each thereafter. For the method of proportionate
Basis of Allotment refer below.
c) For QIBs
Bids received from QIBs Bidding in the QIB Category (net of Anchor Portion) at or above the Offer Price may be grouped
together to determine the total demand under this category. The QIB Category may be available for Allotment to QIBs
who have Bid at a price that is equal to or greater than the Offer Price.
Allotment shall be undertaken in the following manner:
1. In the first instance allocation to Mutual Funds for 5% of the QIB Portion shall be determined as follows:
• In the event that Bids by Mutual Funds exceeds 5% of the QIB Portion, allocation to Mutual Funds shall be done
on a proportionate basis for 5% of the QIB Portion.
• In the event that the aggregate demand from Mutual Funds is less than 5% of the QIB Portion then all Mutual
Funds shall get full Allotment to the extent of valid Bids received above the Offer Price.
• Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be available for Allotment to
all QIB Bidders as set out in (2) below;
2. In the second instance Allotment to all QIBs shall be determined as follows:
• In the event that the oversubscription in the QIB Portion, all QIB Bidders who have submitted Bids above the
Offer Price shall be allotted Equity Shares of face value of ₹5/- each on a proportionate basis, up to a minimum
of [●] Equity Shares of face value of ₹5/- each and in multiples of [●] Equity Shares thereafter for [●] % of the
QIB Portion.
• Mutual Funds, who have received allocation as per (a) above, for less than the number of Equity Shares Bid for
by them, are eligible to receive Equity Shares on a proportionate basis, up to a minimum of [●] Equity Shares of
346face value of ₹5/- each and in multiples of [●] Equity Shares of face value of ₹5/- each thereafter, along with
other QIB Bidders.
• Under-subscription below [●] % of the QIB Portion, if any, from Mutual Funds, would be included for allocation
to the remaining QIB Bidders on a proportionate basis. The aggregate Allotment to QIB Bidders shall not be
more than [●] Equity Shares of face value of ₹5/- each.
d) Allotment to Anchor Investor
1. Allocation of Equity Shares to Anchor Investors at the Anchor Investor Allocation Price will be at the discretion of
the Issuer, in consultation with the BRLM, subject to compliance with the following requirements:
• not more than 60% of the QIB Portion will be allocated to Anchor Investors;
• Forty per cent of the anchor investor portion, within the limits specified shall be reserved as under –
(i) 33.33 per cent for domestic mutual funds; and
(ii) 6.67 per cent for life insurance companies and pension funds:
subject to valid Bids being received from Investors; and allocation to Anchor Investors shall be on a
discretionary basis and subject to:
o a maximum number of two Anchor Investors for allocation up to ₹2 crores;
o a minimum number of two Anchor Investors and a maximum number of 15 Anchor Investors for allocation
of more than ₹2 crores and up to ₹25 crores subject to minimum allotment of ₹1 crores per such Anchor
Investor; and
o in case of allocation above twenty-five crore rupees; a minimum of 5 such investors and a maximum of 15
such investors for allocation up to twenty-five crore rupees and an additional 10 such investors for every
additional twenty-five crore rupees or part thereof, shall be permitted, subject to a minimum allotment of one
crore rupees per such investor.
2. A physical book is prepared by the Registrar on the basis of the Anchor Investor Application Forms received from
Anchor Investors. Based on the physical book and at the discretion of the Issuer, in consultation with the BRLM,
selected Anchor Investors will be sent a CAN and if required, a revised CAN.
3. In the event that the Offer Price is higher than the Anchor Investor Allocation Price:
Anchor Investors will be sent a revised CAN within one day of the Pricing Date indicating the number of Equity
Shares allocated to such Anchor Investor and the pay-in date for payment of the balance amount. Anchor Investors
are then required to pay any additional amounts, being the difference between the Offer Price and the Anchor
Investor Allocation Price, as indicated in the revised CAN within the pay- in date referred to in the revised CAN.
Thereafter, the Allotment Advice will be issued to such Anchor Investors.
4. In the event the Offer Price is lower than the Anchor Investor Allocation Price:
Anchor Investors who have been Allotted Equity Shares will directly receive Allotment Advice.
5. Basis of Allotment for QIBs (other than Anchor Investors) and NIIs in case of Over Subscribed Issue:
In the event of the Offer Being Over-Subscribed, the Issuer may finalize the Basis of Allotment in consultation with
the BSE (The Designated Stock Exchange). The allocation may be made in marketable lots on a proportionate basis
as set forth hereunder:
• The total number of Shares to be allocated to each category as a whole shall be arrived at on a proportionate
basis i.e., the total number of Shares applied for in that category multiplied by the inverse of the
oversubscription ratio (number of Bidders in the category multiplied by the number of Shares applied for).
• The number of Shares to be allocated to the successful Bidders will be arrived at on a proportionate basis in
marketable lots (i.e., Total number of Shares applied for into the inverse of the over subscription ratio).
• For Bids where the proportionate allotment works out to less than [●] Equity Shares of the face value of ₹5/-
each the allotment will be made as follows:
o Each successful Bidder shall be allotted [●] Equity Shares of face value of ₹5/- each; and
o The successful Bidder out of the total bidders for that category shall be determined by drawing lots in
such a manner that the total number of Shares allotted in that category is equal to the number of Shares
worked out as per (b) above.
3476. If the proportionate allotment to a Bidder works out to a number that is not a multiple of [●] Equity Shares of face
value of ₹5/- each, the Bidder would be allotted Shares by rounding off to the nearest multiple of [●] Equity Shares
of face value of ₹5/- subject to a minimum allotment of [●] Equity Shares of face value of ₹5/- each.
7. If the Shares allotted on a proportionate basis to any category is more than the Equity Shares allotted to the Bidders
in that category, the balance available Shares or allocation shall be first adjusted against any category, where the
allotted Shares are not sufficient for proportionate allotment to the successful Bidder in that category, the balance
Shares, if any, remaining after such adjustment will be added to the category comprising Bidder applying for the
minimum number of Shares. If as a result of the process of rounding off to the nearest multiple of [●] Equity Shares
of face value of ₹5/- each, results in the actual allotment being higher than the shares offered, the final allotment
may be higher at the sole discretion of the Board of Directors, up to 110% of the size of the Issue specified under
the Capital Structure mentioned in this Red Herring Prospectus.
Flow of events from the closure of Bidding period (T DAY) till Allotment:
• On T Day, RTA to validate the electronic bid details with the depository records and also reconcile the final certificates
received from the Sponsor Bank for UPI process and the SCSBs for ASBA and Syndicate ASBA process with the
electronic bid details.
• RTA identifies cases with mismatch of account number as per bid file/ FC and as per applicant’s bank account linked to
depository demat account and seek clarification from SCSB to identify the applications with third party account for
rejection.
• Third party confirmation of applications to be completed by SCSBs on T+1 day.
• RTA prepares the list of final rejections and circulates the rejections list with BRLM(s)/ Company for their review/
comments.
• Post rejection, the RTA submits the basis of allotment with the Designated Stock Exchange (DSE).
• The DSE, post verification approves the basis and generates drawal of lots wherever applicable, through a random number
generation software.
• The RTA uploads the drawal numbers in their system and generates the final list of allotees as per process mentioned
below:
Process for generating list of allotees: -
• Instruction is given by RTA in their Software System to reverse category wise all the application numbers in the ascending
order and generate the bucket /batch as per the allotment ratio. For example, if the application number is 78654321 then
system reverses it to 12345687 and if the ratio of allottees to applicants in a category is 2:7 then the system will create
lots of 7. If the drawal of lots provided by DSE is 3 and 5 then the system will pick every 3rd and 5th application in each
of the lot of the category and these application s will be allotted the shares in that category.
• In categories where there is proportionate allotment, the Registrar will prepare the proportionate working based on the
oversubscription times.
• In categories where there is undersubscription, the Registrar will do full allotment for all valid applications.
• On the basis of the above, the RTA will work out the allotees, partial allotees and non- allottees, prepare the fund transfer
letters and advice the SCSBs to debit or unblock the respective accounts.
Individual Investor means an investor who applies for Minimum Application Size. Investors may note that in case of
oversubscription, allotment shall be on a proportionate basis and will be finalized in consultation with BSE.
The authorized employee of the Designated Stock Exchange along with the Book Running Lead Manager and Registrar to the
Issue shall be responsible to ensure that the basis of allotment is finalized in a fair and proper manner in accordance with the
SEBI ICDR Regulations.
INFORMATION FOR BIDDERS
The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the Bid cum
Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility to obtain the
acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the Designated Intermediary
does not guarantee that the Equity Shares shall be allocated/ Allotted. Such Acknowledgement Slip will be non-negotiable and
348by 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
Exchange 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 BRLM are cleared or approved
by the Stock Exchange; nor does it in any manner warrant, certify or endorse the correctness or completeness of compliance
with the statutory and other requirements, nor does it take any responsibility for the financial or other soundness of our
Company, the management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse
the correctness or completeness of any of the contents of this Red Herring Prospectus or the Red Herring Prospectus; nor does
it warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchange.
GENERAL INSTRUCTIONS
Please note that QIBs and Non-Institutional Investors are not permitted to withdraw their Bid(s) or lower the size of their Bid(s)
(in terms of quantity of Equity Shares or the Bid Amount) at any stage. Individual Investors 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 shall not be
allowed to withdraw their Bids after the Anchor Investor Bid/ Offer Period.
Do’s:
1. Check if you are eligible to apply as per the terms of this Red Herring Prospectus and under applicable laws, rules,
regulations, guidelines and approvals; All Applicants (other than Anchor Investors) should submit their applications
through the ASBA process only;
2. Ensure that you have Bid within the Price Band;
3. Read all the instructions carefully and complete the Application Form in the prescribed form;
4. Ensure that the details about the PAN, DP ID, Client ID and Bank Account Number (UPI ID, as applicable) are correct
and the Applicant depository account is active, as Allotment of the Equity Shares will be in the dematerialized form only;
5. Ensure that your Application Form bearing the stamp of a Designated Intermediary is submitted to the Designated
Intermediary at the Bidding Centre (except in the case of electronic Bids) within the prescribed time;
6. UPI Bidders Bidding using the UPI Mechanism in the Issue are required to ensure that they use only their own ASBA
Account or only their own bank account linked UPI ID to make an application in the Issue and not ASBA Account or
bank account linked UPI ID of any third party;
7. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB before submitting
the ASBA Form to the relevant Designated Intermediaries;
8. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 5:00 pm on the Bid/
Offer Closing Date;
9. In case of joint Bids, ensure that the 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 Application Form;
10. Ensure that the names given in the Bid cum Application Form is/ are exactly the same as the names in which the
beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form should
contain the name of only the first bidder whose name should also appear as the first holder of the beneficiary account held
in joint names;
11. In the case of QIBs and NIIs, ensure that while Bidding through a Designated Intermediary, the ASBA Form is submitted
to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account, as specified in the ASBA
Form, is maintained has named at least one branch at that location for the Designated Intermediary to deposit ASBA
Forms (a list of such branches is available on the website of SEBI at http://www.sebi.gov.in). Individual Investors bidding
through the non-UPI Mechanism should either submit the physical Application Form with the SCSBs or Designated
Branches of SCSBs under Channel I (described in the UPI Circulars) or submit the Application Form online using the
facility of 3- in-1 type accounts under Channel II (described in the UPI Circulars);
12. Ensure that you have mentioned the correct ASBA Account number (for all Bidders other than Individual Investors using
the UPI Mechanism) in the Application Form;
13. Applicants using the UPI Mechanism should ensure that the correct UPI ID (with a maximum length of 45 characters
including the handle) is mentioned in the Application Form;
14. Applicants 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. Individual Investors shall ensure
349that 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;
15. Applicants submitting an Application Form using the UPI Mechanism should ensure that: (a) the bank where the bank
account linked to their UPI ID is maintained; and (b) the Mobile App and UPI handle being used for making the Bid is
listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40;
16. If the first applicant is not the account holder, ensure that the Application Form is signed by the account holder. Ensure
that you have mentioned the correct bank account number in the Application Form;
17. QIBs and Non-Institutional Bidders should submit their Bids through the ASBA process only. Pursuant to SEBI circular
dated November 01, 2018, and July 26, 2019.
18. Ensure that you request for and receive a stamped acknowledgement of the Application Form for all your Bid options;
19. Submit revised Bids to the same Designated Intermediary, through whom the original Bid is placed and obtain a revised
acknowledgement;
20. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in terms
of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the securities market,
and (ii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular dated July 20, 2006, may be
exempted from specifying their PAN for transacting in the securities market, all Bidders should mention their PAN
allotted under the I.T. 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;
21. 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;
22. Ensure that the Demographic Details are updated, true and correct in all respects;
23. 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;
24. Ensure that the category and the investor status is indicated;
25. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust etc., relevant documents
are submitted;
26. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign and Indian laws;
27. Bidders should note that in case the DP ID, Client ID and PAN mentioned in their Application Form and entered into the
online IPO system of the Stock Exchange by the relevant Designated Intermediary, as the case may be, do not match with
the DP ID, Client ID and PAN available in the Depository database, then such Bids are liable to be rejected. Where the
Application Form is submitted in joint names, ensure that the beneficiary account is also held in the same joint names and
such names are in the same sequence in which they appear in the Application Form;
28. Ensure that the Application Forms are delivered by the Bidders within the time prescribed as per the Application Form
and the Red Herring Prospectus;
29. Ensure that you have correctly signed the authorization/undertaking box in the Application Form, or have otherwise
provided authorization to the SCSB via the electronic mode, for blocking funds in the ASBA
30. Applicants shall ensure that details of the Bid are reviewed and verified by opening the attachment in the UPI Mandate
Request and then proceed to authorize the UPI Mandate Request using his/her UPI PIN. Upon the authorization of the
mandate using his/her UPI PIN, an Applicant may be deemed to have verified the attachment containing the application
details of the Individual Investors in the UPI Mandate Request and have agreed to block the entire Bid Amount and
authorized the Sponsor Bank to block the Bid Amount mentioned in the Application Form;
31. Applicants using the UPI Mechanism, who have revised their Bids subsequent to making the initial Bid, should also
approve the revised Mandate Request generated by the Sponsor Bank to authorize the blocking of funds equivalent to the
revised Bid Amount and subsequent debit of funds in case of Allotment in a timely manner; and
32. The ASBA Bidders are required to ensure that bids above ₹ 5,00,000, are uploaded only by the SCSBs;
33. UPI Bidders bidding using the UPI Mechanism are required to mention valid UPI ID of only the Bidder (in case of a
350single account) and of the first bidder (in case of a joint account) in the Bid cum Application Form;
34. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLM.
35. Ensure that their PAN is linked with Aadhaar and are in compliance with the notification issued by Central Board of
Direct Taxes on February 13, 2020, and press release dated June 25, 2021, and September 17, 2021, CBDT circular no.7
of 2022, dated March 30, 2022, read with press release dated March 28, 2023, read with subsequent circulars issued in
relation thereto.
The Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. Application made
using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not mentioned in the Annexure ‘A’ to the
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, is liable to be rejected.
Don’ts:
1. Do not apply for lower than the minimum Application Size;
2. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
3. Do not Bid for a Bid Amount exceeding ₹500,000 by UPI Bidders;
4. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case maybe, after
you have submitted a Bid to any of the Designated Intermediary;
5. Do not apply/ revise the Bid amount less than the Floor Price or higher than the Cap Price mentioned herein or in the
Application Form;
6. Do not pay the Application Amount in cash, by money order, cheques, demand drafts, postal order, stock investment or
any mode, other than blocked amounts in the bank account maintained with SCSB;
7. Applicants should not submit a Bid using the UPI Mechanism, unless the name of the bank where the bank account linked
to your UPI ID is maintained, is listed on the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40;
8. Applicants should not submit a Bid using the UPI Mechanism, using a Mobile App or UPI handle, not listed on the
website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40;
9. Do not send Application Forms by post; instead submit the same to the Designated Intermediary only;
10. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Investors);
11. Do not submit the Application Forms to any non-SCSB bank or our Company;
12. Do not apply on an Application Form that does not have the stamp of the relevant Designated Intermediary;
13. Do not instruct your respective Banks to release the funds blocked in the ASBA Account under the ASBA process;
14. Do not submit more than one Application Form per ASBA Account;
15. Do not submit the Bid for an amount more than the funds available in your ASBA Account;
16. Do not fill up the Application Form such that the Equity Shares applied for exceeds the issue size and/ or investment limit
or maximum number of the Equity Shares that can be held under the applicable laws or regulations or maximum amount
permissible under the applicable regulations or under the terms of this Red Herring Prospectus;
17. Do not Bid for Equity Shares more than specified by the Stock Exchange for each category;
18. Do not make the Bid cum Application Form using a third-party bank account or using a third-party linked bank account
UPI ID;
19. Anchor Investors should not bid through the ASBA process;
20. Do not submit the General Index Register number instead of the PAN as the application is liable to be rejected on this
ground;
21. If you are a QIB, do not submit your Bid after 3 p.m. on the QIB Bid/Offer Closing Date;
22. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid Amount) at
any stage, if you are a QIB or a Non-Institutional Investor. Individual Investors can revise or withdraw their Bids on or
before the Bid/Offer Closing Date;
23. Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centres. If you are a UPI
Bidder and are using the UPI mechanism, do not submit the ASBA Form directly with SCSBs;
24. Do not submit incorrect details of the DP ID, Client ID and PAN or provide details for a beneficiary account which is
25. suspended or for which details cannot be verified by the Registrar to the issue;
26. Do not submit applications on plain paper or incomplete or illegible Application Forms in a colour prescribed for another
category of Applicant;
27. All investors submit their applications through the ASBA process only except as mentioned in SEBI Circular No.
351SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019 & SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated
March 16, 2021;
28. Do not apply 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) 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 Applications submitted by Individual Investors
using the UPI mechanism;
29. Do not Bid if you are an OCB;
The Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
OTHER INSTRUCTION FOR BIDDERS
Joint Applications in the case of Individuals
In the case of Joint Bids, the Bids should be made in the name of the Bidders whose name appears first in the Depository
account. The name so entered should be the same as it appears in the Depository records. The signature of only such first
Bidders would be required in the Bid cum Application Form/ Application Form and such first Bidder would be deemed to have
signed on behalf of the joint holders. All payments may be made out in favour of the Bidder whose name appears in the Bid
cum Application Form or the Revision Form and all communications may be addressed to such Bidder and may be dispatched
to his or her address as per the Demographic Details received from the Depositories.
Applications may be made in single or joint names (not more than three). In the case of joint Applications, all payments will
be made out in favour of the Applicant whose name appears first in the Application Form or Revision Form. All
communications will be addressed to the First Applicant and will be dispatched to his or her address as per the Demographic
Details received from the Depository.
Multiple Applications
An Applicant should submit only one Application (and not more than one) for the total number of Equity Shares required. Two
or more Applications will be deemed to be multiple Applications if the sole or First Applicant is one and the same.
In this regard, the procedures which would be followed by the Registrar to the issue to detect multiple applications are given
below:
a) All applications are electronically strung on first name, address (1st line) and applicant’s status. Further, these applications
are electronically matched for common first name and address and if matched, these are checked manually for age,
signature and father/ husband’s name to determine if they are multiple applications.
b) Applications which do not qualify as multiple applications as per above procedure are further checked for common DP
ID/ beneficiary ID. In case of applications with common DP ID/ beneficiary ID, are manually checked to eliminate
possibility of data entry error to determine if they are multiple applications.
c) Applications which do not qualify as multiple applications as per above procedure are further checked for common PAN.
All such matched applications with common PAN are manually checked to eliminate possibility of data capture error to
determine if they are multiple applications.
d) In case of a mutual fund, a separate Application can be made in respect of each scheme of the mutual fund registered with
SEBI and such Applications in respect of more than one scheme of the mutual fund will not be treated as multiple
Applications provided that the Applications clearly indicate the scheme concerned for which the Application has been
made.
e) In cases where there are more than 20 valid applications having a common address, such shares will be kept in abeyance,
post allotment and released on confirmation of know your client’s norms by the depositories. The Company reserves the
right to reject, in our absolute discretion, all or any multiple Applications in any or all categories.
After submitting an ASBA Application either in physical or electronic mode, an ASBA Applicant cannot apply (either in
physical or electronic mode) to either the same or another Designated Branch of the SCSB. Submission of a second Application
in such manner will be deemed a multiple Application and would be rejected. More than one ASBA Applicant may apply for
Equity Shares using the same ASBA Account, provided that the SCSBs will not accept a total of more than five Application
Forms with respect to any single ASBA Account.
352Duplicate copies of Application Forms downloaded and printed from the website of the Stock Exchange bearing the same
application number shall be treated as multiple applications and are liable to be rejected. The Company, in consultation with
the BRLM reserves the right to reject, in its absolute discretion, all or any multiple applications in any or all categories. In this
regard, the procedure which would be followed by the Registrar to the issue to detect multiple applications is given below:
i. All Applications will be checked for common PAN. For Applicants other than Mutual Funds and FII subaccounts,
Applications bearing the same PAN will be treated as multiple Applications and will be rejected.
ii. For Applications from Mutual Funds and FII sub-accounts, submitted under the same PAN, as well as Applications on
behalf of the Applicants for whom submission of PAN is not mandatory such as the Central or State Government, an
official liquidator or receiver appointed by a court and residents of Sikkim, the Application Forms will be checked for
common DP ID and Client ID.
PERMANENT ACCOUNT NUMBER OR PAN
Pursuant to the circular MRD/DoP/Circ 05/2007 dated April 27, 2007, SEBI has mandated Permanent Account Number (PAN)
to be the sole identification number for all participants transacting in the securities market, irrespective of the amount of the
transaction w.e.f. July 02, 2007. Each of the Applicants should mention his/her PAN allotted under the IT Act. Bid submitted
without this information will be considered incomplete and are liable to be rejected. It is to be specifically noted that Applicants
should not submit the GIR number instead of the PAN, as the Application is liable to be rejected on this ground.
RIGHT TO REJECT APPLICATIONS
In case of QIB Applicants, the Company in consultation with the Book Running Lead Manager, may reject Applications
provided that the reasons for rejecting the same shall be provided to such Applicant in writing. In case of Non-Institutional
Applicants, Individual Investors who applied, the Company has a right to reject Applications based on technical grounds.
GROUNDS FOR TECHNICAL REJECTIONS
In addition to the grounds for rejection of Application on technical grounds as provided in the “General Information
Document”, Applicants are requested to note that Applications may be rejected on the following additional technical grounds.
1. Bids submitted without instruction to the SCSBs to block the entire Application Amount;
2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;
3. Bids submitted on a plain paper;
4. Bids submitted by Individual Investors using the UPI Mechanism through an SCSBs and/or using a mobile application
or UPI handle, not listed on the website of SEBI;
5. Bids under the UPI Mechanism submitted by Individual Investors using third party bank accounts or using a third party
linked bank account UPI ID (subject to availability of information regarding third party account from Sponsor Bank);
6. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary;
7. Bids submitted without the signature of the First Bidder or sole Bidder;
8. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;
9. 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;
10. GIR number furnished instead of PAN;
11. Bids by Individual Investors with Bid Amount of a value of less than Minimum Application Size;
12. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations, guidelines
and approvals;
13. Bids accompanied by stock invest, money order, postal order or cash; and
14. Bids uploaded by QIBs 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 Individual Investors uploaded after 5.00 p.m. on the Bid/ Offer
closing Date, unless extended by the Stock Exchange.
15. Applications by OCBs;
353For helpline details of the BRLM pursuant to the SEBI/HO.CFD.DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, see
“General Information” – Book Running Lead Manager on page 56 of this Red Herring Prospectus.
SIGNING OF UNDERWRITING AGREEMENT
Our company has entered into an Underwriting Agreement dated 20.11.2025.
FILING OF THE RED HERRING PROSPECTUS WITH THE ROC
A copy of the Red Herring Prospectus and Prospectus will be filled with the ROC in terms of Section 26 of the Companies
Act.
EQUITY SHARES IN DEMATERIALISED FORM WITH NSDL/ CDSL
To enable all shareholders of the Company to have their shareholding in electronic form, the Company is in process of entering
following tripartite agreements with the Depositories and the Registrar and Share Transfer Agent:
1. Tripartite agreement between NSDL, the Company and the Registrar to the issue on December 26, 2024.
2. Tripartite agreement between CDSL, the Company and the Registrar to the issue on January 16, 2025.
3. The Company’s International Securities Identification Number (ISIN) is INE1FHV01026.
An Applicant applying for Equity Shares must have at least one beneficiary account with either of the Depository Participants
of either NSDL or CDSL prior to making the Application.
• The Applicant must necessarily fill in the details (including the Beneficiary Account Number and Depository
Participant’s identification number) appearing in the Application Form or Revision Form.
• Allotment to a successful Applicant will be credited in electronic form directly to the beneficiary account (with the
Depository Participant) of the Applicant.
• Names in the Application Form or Revision Form should be identical to those appearing in the account details in the
Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account
details in the Depository.
• If incomplete or incorrect details are given under the heading ‘Applicants Depository Account Details’ in the
Application Form or Revision Form, it is liable to be rejected.
• The Applicant is responsible for the correctness of his or her Demographic Details given in the Application Form vis à
vis those with his or her Depository Participant.
• Equity Shares in electronic form can be traded only on the stock exchange having electronic connectivity with NSDL
and CDSL. The Stock Exchange where our Equity Shares are proposed to be listed has electronic connectivity with
CDSL and NSDL.
• The allotment and trading of the Equity Shares of the Company would be in dematerialized form only for all investors.
TERMS OF PAYMENT
The entire Offer price of ₹ [●] per share is payable on application. In case of allotment of lesser number of Equity Shares than
the number applied, the Registrar shall instruct the SCSBs to unblock the excess amount paid on Application to the Applicants.
SCSBs or Sponsor Bank will transfer the amount as per the instruction of the Registrar to the Public Issue Account, the balance
amount after transfer will be unblocked by the SCSBs or Sponsor Bank.
The applicants should note that the arrangement with Bankers to the Offer or the Registrar is not prescribed by SEBI and has
been established as an arrangement between our Company, Banker to the Offer and the Registrar to the issue to facilitate
collections from the Applicants.
PAYMENT MECHANISM
The applicants shall specify the bank account number in their Application Form and the SCSBs shall block an amount
equivalent to the Application Amount in the bank account specified in the Application Form sent by the Sponsor Bank. The
SCSB or Sponsor Bank shall keep the Application Amount in the relevant bank account blocked until withdrawal/ rejection of
the Application or receipt of instructions from the Registrar to unblock the Application Amount. However, Non- Individual
Investors shall neither withdraw nor lower the size of their applications at any stage. In the event of withdrawal or rejection of
354the Application Form or for unsuccessful Application Forms, the Registrar to the issue shall give instructions to the SCSBs to
unblock the application money in the relevant bank account within one day of receipt of such instruction. The Application
Amount shall remain blocked in the ASBA Account until finalization of the Basis of Allotment in the issue and consequent
transfer of the Application Amount to the Public Issue Account, or until withdrawal/ failure of the issue or until rejection of
the Application by the ASBA Applicant, as the case may be.
Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI
ICDR Regulations, all investors applying in a public issue shall use only Application Supported by Blocked Amount (“ASBA”)
process for application providing details of the bank account which will be blocked by the Self-Certified Syndicate Banks
(“SCSBs”) for the same. Further, pursuant to SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01,
2018, Individual Investors applying in public issue have to use UPI as a payment mechanism with Application Supported by
Blocked Amount for making application or also can use UPI as a payment mechanism with Application Supported by Blocked
Amount for making application. 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, may use UPI.
PAYMENT BY STOCK INVEST
In terms of the Reserve Bank of India Circular No. DBOD No. FSC BC 42/ 24.47.001/2003-04 dated November 05, 2003; the
option to use the stock invest instrument in lieu of cheques or banks for payment of Application money has been withdrawn.
Hence, payment through stock invest would not be accepted in this issue.
ESCROW MECHANISM AND PAYMENT INTO ESCROW ACCOUNT(S) FOR ANCHOR INVESTORS
Our Company, in consultation with the BRLM, in its 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 on the Issue through the ASBA process. Instead, Anchor
Investors are required to transfer the Bid Amount (through direct credit, real-time gross settlement (“RTGS”), national
automated clearing house (“NACH”) or national electronic fund transfer (“NEFT”) to the Escrow Account(s) of the issuer. For
Anchor Investors, the payment instruments for payment into the Escrow Account of the issuer should be drawn in favor of:
• In case of resident Anchor Investors: “UNISEM AGRITECH LIMITED – ANCHOR ACCOUNT R”; and
• In case of Non-Resident Anchor Investors: “UNISEM AGRITECH LIMITED – ANCHOR ACCOUNT NR”.
Anchor Investors should note that the escrow mechanism is not prescribed by the SEBI and has been established as an
arrangement between our Company and the Syndicate, if any the Escrow Collection Bank and the Registrar to the issue to
facilitate collections of Bid amounts from Anchor Investors.
PRE-ISSUE AND PRICE BAND ADVERTISEMENT
Subject to Section 30 of the Companies Act, 2013 our Company shall, after filing the Red Herring Prospectus/ Prospectus with
the Registrars of Companies (RoC) publish a pre-Issue advertisement, in the form prescribed by the SEBI (ICDR) Regulations,
in one widely circulated English language national daily newspaper; one widely circulated Hindi language national daily
newspaper and one regional newspaper with wide circulation where the Registered Office of our Company is situated.
In the Pre-Issue and price band advertisement, we shall state the Bid/ Offer Opening Date and the Bid/ Offer Closing Date.
This advertisement, subject to the provisions of Section 30 of the Companies Act, 2013 and Regulation 264 of SEBI ICDR
Regulations, shall be in the format prescribed in Part A of Schedule X of the SEBI ICDR Regulations.
ALLOTMENT ADVERTISEMENT
Our Company, the BRLM and the Registrar to the Issue shall publish an allotment advertisement not later than one Working
Day after the commencement of trading, disclosing the date of commencement of trading in all editions of the Business
Standard (a widely circulated English national daily newspaper), all editions of Business Standard (a widely circulated Hindi
national daily newspaper) and Kannada editions of UDAYKALA (a widely circulated Kannada daily newspaper, Kannada
being the regional language of Karnataka, where our registered office is located).
355ISSUANCE OF ALLOTMENT ADVICE
On the Designated date, the SCSBs shall transfer the funds represented by allocation of equity shares into public issue account
with the banker to the issue. Upon approval of the basis of the allotment by the Designated Stock Exchange, the Registrar to
the issue shall upload the same on its website. On the basis of approved basis of allotment, the issuer shall pass necessary
corporate action to facilitate the allotment and credit of equity shares. Applicants are advised to instruct their respective
depository participants to accept the equity shares that may be allotted to them pursuant to the issue. Pursuant to confirmation
of such corporate actions the Registrar to the issue will dispatch allotment advice to the applicants who have been allotted
equity shares in the issue. The dispatch of allotment advice shall be deemed a valid, binding and irrevocable contract.
The Company will issue and dispatch letters of allotment/ securities certificates and/ or letters of regret or credit the allotted
securities to the respective beneficiary accounts, if any within a period of 4 working days of the issue Closing Date. The issuer
also ensures the credit of shares to the successful Applicants Depository Account is completed within one working Day from
the date of allotment, after the funds are transferred from ASBA Public Issue Account to Public Issue account of the issuer.
DESIGNATED DATE
On the Designated date, the SCSBs shall transfers the funds represented by allocations of the Equity Shares into Public Issue
Account with the Bankers to the issue.
The Company will issue and dispatch letters of allotment/ or letters of regret along with refund order or credit the allotted
securities to the respective beneficiary accounts, if any within a period of 4 working days of the issue Closing Date. The
Company will intimate the details of allotment of securities to Depository immediately on allotment of securities under relevant
provisions of the Companies Act, 2013 or other applicable provisions, if any.
NAMES OF ENTITIES RESPONSIBLE FOR FINALISING THE BASIS OF ALLOTMENT IN A FAIR AND
PROPER MANNER
The authorized employees of the Stock Exchange, along with the BRLM and the Registrar, shall ensure that the Basis of
Allotment is finalized in a fair and proper manner in accordance with the procedure specified in SEBI ICDR Regulations.
METHOD OF ALLOTMENT AS MAY BE PRESCRIBED BY SEBI FROM TIME TO TIME
Our Company will not make any allotment in excess of the Equity Shares offered through the Issue through the Issue document
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 than1% of the net Issue to public may be made for the
purpose of making allotment in minimum lots.
The allotment of Equity Shares to applicants other than to the Individual 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 Individual Investor shall not be less than the minimum bid lot, subject to the availability
of shares in Individual Investor category, and the remaining available shares, if any, shall be allotted on a proportionate basis.
ISSUE PROCEDURE FOR APPLICATION SUPPORTED BY BLOCKED ACCOUNT (ASBA)
In accordance with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, all Applicants have
to compulsorily apply through the ASBA Process. Our Company and the Book Running Lead Manager are not liable for any
amendments, modifications, or changes in applicable laws or regulations, which may occur after the date of this Red Herring
Prospectus. ASBA Applicants are advised to make their independent investigations and to ensure that the ASBA Application
Form is correctly filled up, as described in this section.
The lists of banks that have been notified by SEBI to act as SCSB (Self Certified Syndicate Banks) for the ASBA Process are
provided on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. For details on designated branches of
SCSB collecting the Application Form, please refer the above-mentioned SEBI link.
METHOD AND PROCESS OF APPLICATIONS
1. The Designated Intermediaries shall accept applications from the Applicants during the Offer Period.
2. The Offer Period shall be for a minimum of 3 (three) Working Days and shall not exceed 10 (ten) Working Days. The
356Offer Period may be extended, if required, by an additional three Working Days, subject to the total Offer period not
exceeding 10 (ten) Working Days.
3. During the Issue Period, Applicants who are interested in subscribing to the Equity Shares should approach the Designated
Intermediaries to register their applications.
4. The Applicant cannot apply on another Application Form after applications on one Application Form have been submitted
to the Designated Intermediaries. Submission of a second Application form to either the same or to another Designated
Intermediary will be treated as multiple applications and is liable to be rejected either before entering the application into
the electronic collecting system or at any point prior to the allocation or Allotment of Equity Shares in this issue.
5. Designated Intermediaries accepting the application forms shall be responsible for uploading the application along with
other relevant details in application forms on the electronic bidding system of stock exchange and submitting the form to
SCSBs for blocking of funds (except in case of SCSBs, where blocking of funds will be done by respective SCSBs only).
All applications shall be stamped and thereby acknowledged by the Designated Intermediaries at the time of receipt.
6. The Designated Intermediaries will enter each application option into the electronic collecting system as a separate
application and generate a TRS and give the same to the applicant.
7. Upon receipt of the Application Form, submitted whether in physical or electronic mode, the Designated Intermediary
shall verify if sufficient funds equal to the Application Amount are available in the ASBA Account, as mentioned in the
Application Form, prior to uploading such applications with the Stock Exchange.
8. If sufficient funds are not available in the ASBA Account, the Designated Intermediary shall reject such applications and
shall not upload such applications with the Stock Exchange.
9. If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Application
Amount mentioned in the Application Form and will enter each application option into the electronic collecting system
as a separate application and generate a TRS for each price and demand option. The TRS shall be furnished to the
Applicant on request. The registration of the Application by the Designated Intermediary does not guarantee that the
Equity Shares shall be allocated/ allotted. Such Acknowledgement will be non-negotiable and by itself will not create any
obligation of any kind. When an Applicant revises his or her Application (in case of revision in the Price), he /she shall
surrender the earlier Acknowledgement Slip and may request for a revised TRS from the relevant Designated Intermediary
as proof of his or her having revised the previous Application.
10. The Application Amount shall remain blocked in the aforesaid ASBA Account until finalization of the Basis of Allotment
and consequent transfer of the Application Amount against the Allotted Equity Shares to the Public Issue Account, or
until withdrawal/ failure of the issue or until withdrawal/ rejection of the Application Form, as the case may be. Once the
Basis of Allotment if finalized, the Registrar to the issue shall send an appropriate request to the Controlling Branch of
the SCSB for unblocking the relevant ASBA Accounts and for transferring the amount allocable to the successful
Applicants to the Public Issue account. In case of withdrawal/ failure of the issue, the blocked amount shall be unblocked
on receipt of such information from the Registrar to the issue.
APPLICANT’S DEPOSITORY ACCOUNT AND BANK DETAILS:
Please note that providing bank account details, PAN, Client ID and DP ID in the space provided in the application form is
mandatory and applications that do not contain such details are liable to be rejected.
Applicants should note that on the basis of name of the Applicants, Depository Participant's name, Depository Participant
Identification number and Beneficiary Account Number provided by them in the Application Form as entered into the Stock
Exchange online system, the Registrar to the Issue will obtain from the Depository the demographic details including address.
Applicants bank account details, MICR code and occupation (hereinafter referred to as 'Demographic Details'). These
Demographic Details would be used for all correspondence with the Applicants including mailing of the Allotment Advice.
The Demographic Details given by Applicants in the Application Form would not be used for any other purpose by the Registrar
to the Issue.
By signing the Application Form, the Applicant would be deemed to have authorized the depositories to provide, upon request,
to the Registrar to the Issue, the required Demographic Details as available on its records.
SUBMISSION OF APPLICATION FORM
All Application Forms duly completed shall be submitted to the Designated Intermediaries. The aforesaid intermediaries shall,
at the time of receipt of application, give an acknowledgement to the investor, by giving the counter foil or specifying the
357application number to the investor, as a proof of having accepted the application form, in physical or electronic mode,
respectively.
COMMUNICATIONS
All future communications in connection with Applications made in this Issue should be addressed to the Registrar to the Issue
quoting the full name of the sole or First Applicant, Application Form number, Applicants Depository Account Details, number
of Equity Shares applied for, date of Application form, name and address of the Designated Intermediary where the Application
is submitted thereof and a copy of the acknowledgement slip.
Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-issue or post-issue related problems
such as share certificates, demat credit, refund of orders, unblocking, non-receipt of letters of allotment, credit of allotted shares
in the respective beneficiary accounts, etc.
DISPOSAL OF APPLICATION AND APPLICATION MONEYS AND INTEREST IN CASE OF DELAY
The Company shall ensure dispatch of Allotment advice and give benefit to the beneficiary account with Depository
Participants and submit the documents pertaining to the Allotment to the Stock Exchange within 1 (one) Working Day of date
of Allotment of Equity Shares.
The Company shall use best efforts to ensure that all steps for completion of necessary formalities for listing and
commencement of trading at SME Platform of BSE (“BSE SME”). where the Equity Shares are proposed to be listed are taken
within 3 (Three) Working Days from Issue Closing Date.
In accordance with the Companies Act, the requirements of the Stock Exchange and the SEBI Regulations, the Company
further undertakes that:
1. Allotment and Listing of Equity Shares shall be made within 3 (three) working days of the Issue Closing Date;
2. Giving of Instructions for refund by unblocking of amount via ASBA not later than the time limit as prescribed by the
SEBI ICDR Regulations, would be ensured; and
3. If such money is not repaid within prescribed time from the date our Company becomes liable to repay it, then our
Company and every officer in default shall, on and from expiry of prescribed time, be liable to repay such application
money, with interest as prescribed under the SEBI ICDR Regulations, the Companies Act and applicable law. Further, in
accordance with Section 40 of the Companies Act, 2013, the Company and each officer in default may be punishable
with fine and/or imprisonment in such a case.
RIGHT TO REJECT APPLICATIONS
In the case of QIB Applicants, the Company in consultation with the Book Running Lead Manager, may reject Applications
provided that the reasons for rejecting the same shall be provided to such Applicant in writing. In the case of Non-Institutional
Applicants, Individual Investors who applied, the Company has a right to reject Applications based on technical grounds.
INVESTOR GRIEVANCE
In case of any pre-issue or post-issue related issues regarding share certificates/demat credit/refund orders/unblocking etc.,
investors may reach out to the Company Secretary and Compliance Officer. For details of the Company Secretary and
Compliance Officer, please refer to the chapter titled “General Information” - Company Secretary and Compliance Officer
on page 56 of this Red Herring Prospectus.
In case of any delay in unblocking amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism)
exceeding two Working Days from the Issue Closing Date, the Applicant shall be compensated at a uniform rate of ₹100 per
day for the entire duration of delay exceeding two Working Days from the Issue Closing Date by the intermediary responsible
for causing such delay in unblocking. The Book Running Lead Manager shall, in its sole discretion, identify and fix the liability
on such intermediary or entity responsible for such delay in unblocking.
IMPERSONATION
Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013,
which is reproduced below:
358“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.”
DEPOSITORY ARRANGEMENTS
The Allotment of the Equity Shares in the issue shall be only in a dematerialised form, (i.e., not in the form of physical
certificates but be fungible and be represented by the statement issued through the electronic mode). In this context, tripartite
agreements had been signed amongst our Company, the respective Depositories and the Registrar to the issue:
1. Agreement dated December 26, 2024, among NSDL, our Company and the Registrar to the issue.
2. Agreement dated January 16, 2025, among CDSL, our Company and Registrar to the issue.
3. Our Company's equity shares bear an ISIN: INE1FHV01026.
UNDERTAKINGS BY OUR COMPANY
Our Company undertakes the following:
1. That the complaints received in respect of the issue shall be attended expeditiously and satisfactorily;
2. That all steps will be taken for completion of the necessary formalities for listing and commencement of trading on Stock
Exchange where the Equity Shares are proposed to be listed within 3 (three) Working Days from Issue closing date.
3. That our company has applied for the listing of equities on the conversion of debentures/ bonds, if any.
4. That the funds required for making refunds as per the modes disclosed or dispatch of allotment advice by registered post
or speed post shall be made available to the Registrar and Share Transfer Agent to the issue by our Company;
5. Where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall be
sent to the applicant within the time prescribed under applicable law, giving details of the bank where refunds shall be
credited along with amount and expected date of electronic credit of refund;
6. That our Promoters’ contribution in full has already been brought in;
7. That no further Issue of Equity Shares shall be made till the Equity Shares issued through the offer document are listed
or until the application monies are refunded on account of non-listing, under subscription etc.;
8. That adequate arrangement shall be made to collect all Applications Supported by Blocked Amount while finalizing the
Basis of Allotment;
9. that our company reserves the right not to proceed with the issue after the bidding and if so, the reason thereof as a public
notice within two days of the closure of the issue. The public notice shall be issued in the same newspapers where the
pre-issue advertisement had appeared. The stock exchanges where the specified securities were proposed to be listed shall
also be informed promptly.
10. that our company withdraws the issue at any stage including after closure of bidding, the issuer shall be required to file a
fresh Draft Red Herring Prospectus with the Stock exchange/ RoC/ SEBI, in the event our Company subsequently decides
to proceed with the issue;
11. 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 Regulations and applicable law for the
delayed period;
12. The certificates of the securities/refund orders to Eligible NRIs shall be dispatched within specified time; and
13. None of the promoters or directors of the company are a wilful defaulter under Section 5(c) of SEBI ICDR Regulations.
UTILISATION OF NET PROCEEDS
The Board of Directors of our Company certifies that:
1. All monies received out of the issue shall be credited/ transferred to a separate bank account other than the bank account
359referred to the Companies Act;
2. Details of all monies utilized out of the issue referred above shall be disclosed and continue to be disclosed till the time
any part of the issue proceeds remains unutilized, under an appropriate head in our balance sheet of our Company
indicating the purpose for which such monies have been utilized;
3. Details of all unutilized monies out of the issue, if any shall be disclosed under the appropriate separate head in the balance
sheet of our Company indicating the form in which such unutilized monies have been invested;
4. Our Company shall comply with the requirements of SEBI LODR and SEBI ICDR Regulations, in relation to the
disclosure and monitoring of the utilization of the proceeds of the Issue; and
5. Our Company shall not have recourse to the Issue Proceeds until the approval for listing and trading of the Equity Shares
from the Stock Exchange where listing is sought has been received.
The Book Running Lead Manager undertakes that the complaints or comments received in respect of the Issue shall be attended
by our Company expeditiously and satisfactorily.
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360RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and FEMA.
While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can be made in
different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under
the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy
up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures
for making such investment. The RBI and the concerned ministries/departments are responsible for granting approval for
foreign investment.
The Government has from time to time made policy pronouncements on FDI through press notes and press releases. The
Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (earlier
known as Department of Industrial Policy and Promotion) (“DPIIT”), issued the FDI Policy, which is effective from October
15, 2020, which subsumes 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 FDI Policy will be valid until the DPIIT issues an updated circular.
Under the current FDI Policy, 100% foreign direct investment is permitted in the manufacturing sector, under the automatic
route, subject to compliance with certain prescribed conditions.
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 FDI policy and transfer does not attract
the provisions of the Takeover Regulations; (ii) the non-resident shareholding is within the sectoral limits under the FDI policy;
and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI. For further details of the aggregate limit
for investments by NRIs and FPIs in our Company, see “Issue Procedure” – Bids by Eligible NRIs and Bids by FPIs on page
327, respectively. As per the existing policy of the Government of India, OCBs cannot participate in this Issue. For further
details, see “Issue Procedure” on page 327.
Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the FEMA Non-
Debt Instruments Rules, 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, will require prior approval of the Government of India, as prescribed in the FDI Policy and the FEMA Non-Debt
Instruments Rules. Further, in the event of transfer of ownership of any existing or future foreign direct investment in an entity
in India, directly or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/ purview, such
subsequent change in the beneficial ownership will also require approval of the Government of India. Furthermore, on April
22, 2020, the Ministry of Finance, Government of India has also made similar amendment to the FEMA Rules. Each Bidder
should seek independent legal advice about its ability to participate in the Issue. In the event such prior approval of the
Government of India is required, and such approval has been obtained, the Bidder shall intimate our Company and the Registrar
to the Issue in writing about such approval along with a copy thereof within the Issue Period.
The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act or any
state securities laws in the United States, and unless so registered may not be offered or sold within the United States,
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and applicable state securities laws. Accordingly, such Equity Shares are being offered and sold (i) outside
of the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable
laws of the jurisdiction where those offers, and sales occur.
The Equity Shares have not been and will not be registered, listed, or otherwise qualified in any other jurisdiction outside India
and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the
applicable laws of such jurisdiction.
The above information is given for the benefit of the Bidders. Our Company and the Book Running Lead Manager are
not liable for any amendments or modification or changes in applicable laws or regulations which may occur after the
date of this Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the
number of Equity Shares Bid for do not exceed the applicable limits under laws or regulations.
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361SECTION X – PROVISIONS OF ARTICLES OF ASSOCIATION
Pursuant to Schedule I of the Companies Act, and the SEBI ICDR Regulations, 2018, the main provisions of the Articles of
Association relating to voting rights, dividend, lien, forfeiture, restrictions on transfer and Transmission of equity shares or
debentures, their consolidation or splitting are as provided below. Each provision below is numbered as per the corresponding
article number in the articles of association and defined terms herein have the meaning given to them in the Articles of
Association.
The following regulations contained in the Articles of Association were revised as a result of public limited pursuant to the
members' special resolution passed at the Extra Ordinary General Meeting held on 11.02.2025.
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1 No regulation contained in Table "F" in the First Schedule to Companies Act, 2013 shall apply to this Company but
the regulations for the Management of the Company and for the observance of the Members thereof and their
representatives shall be as set out in the relevant provisions of the Companies Act, 2013 and subject to any exercise of
the statutory powers of the Company with reference to the repeal or alteration of or addition to its regulations by Special
Resolution as prescribed by the said Companies Act, 2013 be such as are contained in these Articles unless the same
are repugnant or contrary to the provisions of the Companies Act, 2013 or any amendment thereto.
2 INTERPRETATION CLAUSE
In the interpretation of these Articles the following expressions shall have the following meanings unless repugnant to
the subject or context:
"Act" means the Companies Act, 2013 or any statutory modification or re-enactment thereof for the time being in force
and the term shall be deemed to refer to the applicable section thereof which is relatable to the relevant Article in which
the said term appears in these Articles and any previous company law, so far as may be applicable.
"Annual General Meeting" shall mean a General Meeting of the holders of Equity Shares held annually in accordance
with the applicable provisions of the Act.
"Articles" means Articles of Association of the Company as originally framed or altered from time to time. "Auditors"
means and includes those appointed as such for the time being by the Company in terms of provisions of the Companies
Act, 2013.
"Board of Directors" or "Board", means the collective body of the directors of the Company nominated and
constituted from time to time, in accordance with applicable Law and the provisions of these Articles.
"Board Meeting" shall mean any meeting of the Board, as convened from time to time and any adjournment thereof,
in accordance with law and the provisions of these Articles
"Beneficial Owner" shall mean beneficial owner as defined in Clause (a) of subsection (1) of section 2 of the
Depositories Act 1996, as amended
"Capital" or "Share Capital" shall mean the share capital for the time being, raised or authorized to be raised for the
purpose of the Company
"Chairman" means the Chairman of the Board of Directors of the Company.
“Depositories Act" shall mean The Depositories Act, 1996 and shall include any statutory modification or re-enactment
thereof
"Depository" shall mean a depository as defined in Clause (e) of sub-section (1) of section 2 of the Depositories Act.
"Director" means a director appointed to the Board of a company.
"Dividend" includes any interim dividend
"Document" means a document as defined in Section 2 (36) of the Companies Act, 2013.
"Encumbrance" shall mean encumbrance, including without limitation, any security interest, claim, mortgage, pledge,
charge, hypothecation, lien, lease, assignment, deed of trust, title retention, deposit by way of security, beneficial
ownership (including usufruct and similar entitlements), or any other similar interest held by a third Person, (b) a
security interest or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any
obligation of any Person, including without limitation any right granted by a transaction which, in legal terms, is not
the granting of security but which has an economic or financial effect similar to the granting of security under
Applicable Law, (c) right of pre- emption, right of first offer, or refusal or transfer restriction in favor of any Person,
or (d) any adverse claim as to title, possession or use.
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"Equity Share Capital", with reference to any Company limited by shares, means all share capital which is not
preference share capital;
"KMP" means Key Managerial Personnel of the Company provided as per the relevant sections of the Act
"Managing Director" means a director who by virtue or an agreement with the Company or of a resolution passed by
the Company in a general meeting or by its Board of Directors or by virtue of its Memorandum or Articles of
Association is entrusted with substantial powers of management and includes a director occupying the position of
managing director, by whatever name called.
"Month" means Calendar month.
"Office" means the registered office of the Company.
"Paid-up share capital" or "share capital paid-up" means such aggregate amount of money credited as paid-up as is
equivalent to the amount received as paid up in respect of shares issued and also includes any amount credited as paid-
up in respect of shares of the company, but does not include any other amount received in respect of such shares, by
whatever name called;
"Preference Share Capital", with reference to any Company limited by shares, means that part of the issued share
capital of the Company which carries or would carry a preferential right with respect to payment of dividend, either as
a fixed amount or an amount calculated at a fixed rate, which may either be free of or subject to income-tax; and (b)
repayment, in the case of a winding up or repayment of capital, of the amount of the share capital paid-up or deemed
to have been paid-up, whether or not, there is a preferential right to the payment of any fixed premium or premium on
any fixed scale, specified in the memorandum or articles of the Company;
"Postal Ballot" means voting by post or through any electronic mode.
"Proxy" includes attorney duly constituted under the power of attorney to vote for a member at a General Meeting of
the Company on poll
"Public Holiday" means a Public Holiday within the meaning of the Negotiable Instruments Act, 1881 (XXVI of
1881); provided that no day declared by the Central Government to be such a holiday shall be deemed to be such a
holiday in relation to any meeting unless the declaration was notified before the issue of the notice convening such
meeting
"Registrar" means the Registrar of Companies of the state in which the Registered Office of the Company is for the
time being situated and includes an Additional Registrar a Joint Registrar, a Deputy Registrar or an Assistant Registrar
having the duty of registering companies and discharging various functions under this Act.
"Rules" means the applicable rules for the time being in force as prescribed under relevant sections of the Act.
"Seal" means the common seal of the Company, if any
"SEBI" means the Securities and Exchange Board of India
"SEBI Listing Regulations" shall mean Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time
"Securities" means the securities as defined in clause (h) of Section 2 of the Securities Contracts (Regulation) Act,
1956 (42 of 1956)
"Share" means share in the Share Capital of the Company and includes stock except where a distinction between stock
and share is expressed or implied
"Special Resolution" shall have the meaning assigned thereto by Section 114 of the Act;
"Sweat Equity Shares" means such equity shares as are issued by a Company to its Directors or employees at a
discount or for consideration, other than cash. for providing their know-how or making available rights in the nature of
intellectual property rights or value additions, by whatever name called; "Shareholders" means the persons/corporate
bodies holding shares, duly registered in their respective names in the register of members of the Company. Subject as
aforesaid and except where the subject or context otherwise requires, words or expressions contained in these
regulations shall bear the same meaning
"The Company" or "this Company" means UNISEM AGRITECH LIMITED.
"Transfer" shall mean
a) any, direct or indirect, transfer or other disposition of any shares, securities (including convertible securities), or
voting interests or any interest therein, including, without limitation, by operation of Law, by court order, by judicial
process, or by foreclosure, levy or attachment;
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b) any, direct or indirect, sale, assignment, gift, donation, redemption, conversion or other disposition of such shares,
securities (including convertible securities) or voting interests or any interest therein, pursuant to an agreement,
arrangement, instrument or understanding by which legal title to or beneficial ownership of such shares, securities
(including convertible securities) or voting interests or any interest therein passes from one Person to another
Person or to the same Person in a different legal capacity, whether or not for value;
c) the granting of any security interest or encumbrance in, or extending or attaching to, such shares, securities
(including convertible securities) or voting interests or any interest therein, and the word "Transferred" shall be
construed accordingly
"Tribunal" means the National Company Law Tribunal constituted under section 408;
"Voting Right" means right of a member of a Company to vote in any meeting of the Company or by means of postal
ballot;
Words importing "persons" shall, where the context requires, include bodies corporate and companies as well as
individuals
"Whole-time Director" includes Director in the whole-time employment of the Company:
"Working Day" means all days except national holidays;
"Year" means the "Financial Year" as provided under sub section (41) of Section 2 of the Act:
Words imputing the masculine gender shall also include feminine gender
Words imputing the singular number includes plural where the context so requires
‘In writing' and 'written' includes printing, lithography and any other mode of representing or reproducing words in
a visible form;
"Video Conferencing or Other Audio-Visual" means audio-visual electronic communication facility employed which
enables all the persons participating in a meeting to communicate concurrently with each other without an intermediary
and to participate effectively in the meeting, and
Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning
as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the
Company.
SHARE CAPITAL AND VARIATION OF RIGHTS
3 I. The Authorized Share Capital of the Company shall be such amount and be divided into such shares as may from
time to time be provided in Clause 5 of the Memorandum of Association with power to increase or reduce the
capital and divide the shares in the capital of the Company (including Preferential Share Capital, if any, and to
attach thereto respectively any preferential, qualified or special rights, privileges or conditions as may be
determined in accordance with these presents and to modify or abrogate any such rights, privileges or conditions
in such manner as may for the time being be permitted by the said Act. Subject to the provisions of the Act and
these Articles, the shares in the capital of the company shall be under the control of the Directors who may issue,
allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and
conditions and either at a premium or at par and at such time as they may from time to time think fit.
II. ii. Subject to the section 55 of the Companies Act 2013 and the applicable Rules made thereunder, the Company/
Board shall have power to issue/ allot shares, whether on preferential basis or otherwise, from time to time and the
shares shall be under the control of the Directors who may allot or otherwise dispose off the same to such persons,
on such terms and conditions and at such times as the Directors think fit.
III. Subject to the provisions of the Act and these Articles, the Board may issue and allot shares in the capital of the
Company on full payment or part payment for any property or assets of any kind whatsoever sold or transferred,
goods or machinery supplied or for services rendered to the Company in the conduct of its business and any shares
which may be so allotted may be issued as fully paid-up or partly paid-up otherwise than for cash, and if so issued,
shall be deemed to be fully paid-up or partly paid-up shares, as the case may be
IV. The Company may issue the following kinds of shares in accordance with these Articles, the Act. the Rules and
other applicable laws
a) Equity share capital
i. with voting rights; and/ or
ii. with differential rights as to dividend, voting or otherwise in accordance with the Rules, and
b) Preference share capital
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4 Notwithstanding anything contained in these Articles, the shares subscribed by the subscribers to the Memorandum of
Association shall, upon the incorporation of the Company, be issued and deposited directly into the dematerialized
account(s) of the respective subscribers. The Company shall take all necessary steps to ensure the compliance with
applicable laws and regulations for the issuance of such shares in dematerialized form."
OR
i. Every person whose name is entered as a member in the register of members shall be entitled to receive within
two months after incorporation, in case of subscribers to the memorandum or after allotment or within one month
after the application for the registration of transfer or transmission or within such other period as the conditions
of issue shall be provided.
a) one certificate for all his shares without payment of any charges; or
b) several certificates, each for one or more of his shares, upon payment of twenty rupees for each certificate
after the first,
ii. The Company shall be entitled to dematerialize its existing shares, rematerialize its shares held in the depository
and/or to offer its fresh shares in a dematerialized form pursuant to the Depositories Act. as amended from time
to time, and the rules framed thereunder, if any
iii. Every certificate shall specify the shares to which it relates and the amount paid-up thereon and shall be signed
by two directors or by a director and the company secretary, wherever the company has appointed a company
secretary. Provided that in case the company has a common seal it shall be affixed in the presence of the persons
required to sign the certificate
iv. In respect of any share or shares held jointly by several persons, the company shall not be bound to issue more
than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient
delivery to all such holders
v. A certificate, issued under the common seal of the Company, specifying the shares held by any Person shall be
prima facie evidence of the title of the Person to such shares. Where the shares are held in depository form, the
record of Depository shall be the prima facie evidence of the interest of the beneficial owner
5 If any share certificate be worn out defaced mutilated or torn or if there be no further space on the back for endorsement
of transfer then upon production and surrender thereof to the company a new certificate may be issued in lieu thereof
and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the company and on execution
of such indemnity as the company deem adequate a new certificate in lieu thereof shall be given. Every certificate under
this Article shall be issued on payment of twenty rupees for each certificate. The provisions of Articles (2) and (3) shall
mutatis mutandis apply to debentures of the company.
6 Except as required by law no person shall be recognized by the company as holding any share upon any trust and the
company shall not be bound by or be compelled in any way to recognize (even when having notice thereof) any
equitable contingent future or partial interest in any share or any interest in any fractional part of a share or (except
only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute
right to the entirety thereof in the registered holder
7 The company may exercise the powers of paying commissions conferred by sub-section (6) of section 40 provided that
the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required
by that section und rules made thereunder. The rate or amount of the commission shall not exceed the rate or amount
prescribed in rules made under sub section (6) of section 40. The commission may be satisfied by the payment of cash
or the allotment of fully or partly paid shares or partly in the one way and partly in the other
8 i. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless
otherwise provided by the terms of issue of the shares of that class) may. subject to the provisions of section 48.
and whether or not the company is being wound up. be varied with the consent in writing, of such number of the
holders of the issued shares of that class, or with the sanction of a resolution passed at a separate meeting of the
holders of the shares of that class, as prescribed by the Act.
ii. To every such separate meeting, the provisions of these Articles relating to general meetings shall mutatis mutandis
apply but so that the necessary quorum shall be at least two persons holding at least one-third of the issued shares
of the class in question
iii. The Company shall issue, when so required, receipts for all Securities deposited with it whether for registration,
sub-division, exchange or for other purposes and shall not charge any fees for registration of transfers, for
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subdivision and consolidation of certificates and for sub-division of letters of allotment, renounceable letters of
right, and split, consolidation, renewal and transfer receipts into denominations of the market unit of trading
9 The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not unless
otherwise expressly provided by the terms of issue of the shares of that class be deemed to be varied by the creation
or issue of further shares ranking pari-passu therewith
10 Subject to the provisions of the Act the Board shall have the power to issue or reissue preference shares of one or more
classes which are liable to be redeemed, or converted to equity shares, on such terms and conditions and in such manner
as determined by the Board in accordance with the Act
ISSUANCE OF SHARES
11 The Board or the Company, as the case may be. may, in accordance with the Act and the Rules, issue further shares to
-
a) persons who. at the date of offer, are holders of equity shares of the Company; such offer shall be deemed to
include a right exercisable by the person concerned to renounce the shares offered to him or any of them in
favour of any other person; or
b) employees under any scheme of employees' stock option, or
c) any persons, whether or not those persons include the persons referred to in clause a) or clause b) above.
12 Where at any time, the Company proposes to increase its subscribed Capital by the issue of further shares, such shares
shall be offered-
I. to Persons who, at the date of the offer, are holders of Equity Shares of the Company, in proportion, as nearly as
circumstances admit, to the Paid-up Share Capital on those shares
II. to employees under a scheme of employees’ stock option
III. to any Persons, if it is authorised by a Special Resolution, whether or not those Persons include the Persons
referred to in clause (i) or clause (ii) above, either for cash or for a consideration other than cash, if the price of
such shares is determined by the valuation report of a registered valuer, subject to the compliance with the
applicable provisions of the Act and any other conditions as may be prescribed under Law.
IV. A further issue of securities may be made in any manner whatsoever as the board may determine including by
way of preferential allotment or private placement subject to and in accordance with Companies Act and rules
made thereunder with pricing method prescribed to listed entities under SEBI (Issue of Capital Disclosures and
Requirements) Regulations, as amended from time to time, if applicable.
V. The Company may issue bonus shares by way of capitalization profits or out of securities premium or otherwise
in accordance with the Act and the Rules and other applicable provisions for the time being in force.
13 The Company may issue bonus shares by way of capitalization profits or out of securities premium or otherwise in
accordance with the Act and the Rules and other applicable provisions for the time being in force.
14 The Company may issue shares to Employees including its directors other than independent directors and such other
persons as the rules may allow, under Employee stock option scheme, Employee stock purchase scheme or any other
scheme, if authorized by the members in general meeting subject to the provisions of the Act, the Rules, applicable
guidelines made there under and other applicable laws for the time being in force.
ISSUANCE OF SECURITIES
15 Subject to compliance with applicable provision of the Act and rules framed thereunder the company shall have power
to issue any kind of securities as permitted to be issued under the Act and rules framed thereunder and other applicable
laws for the time being in force.
16 DEBENTURES: Any debentures, debenture-stock or other securities may be issued at a discount (subject to the
compliance with the provision of Section 53 of the Companies Act, 2013), premium or otherwise and may be issued
on condition that they shall be convertible into shares of any denomination.
17 COMMISSION IN ACCORDANCE WITH RULES: Subject to applicable provisions of the Act, the Company may
at any time pay a commission to any person in consideration of his subscribing or agreeing to subscribe or procuring
or agreeing to procure subscription, (whether absolutely or conditionally), for any shares or Debentures in the
Company in accordance with the provisions of the Companies (Prospectus and Allotment of securities) Rules, 2014 as
amended from time to time.
LIEN
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18 I. The company shall have a first and paramount lien: -
a) on every share (not being a fully paid share), for all monies (whether presently payable or not) called, or
payable at a fixed time, in respect of that share; and
b) on all shares (not being fully paid shares) standing registered in the name of a single person, for all monies
presently payable by him or his estate to the company:
c) Every fully paid share shall be free from all lien and that in the case of partly paid shares the Issuer’s lien shall
be restricted to moneys called or payable at a fixed time in respect of such shares
Provided that the Board of directors may at any time declare any share to be wholly or in part exempt from the
provisions of this clause.
II. The company's lien, if any, on a share shall extend to all dividends payable and bonuses declared from time to
time in respect of such shares
19 The company's lien, if any, on a share shall extend to all dividends payable and bonuses declared from time to time in
respect of such shares
Provided that no sale shall be made-
a) unless a sum in respect of which the lien exists is presently payable; or
b) until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of the
amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the
time being of the share or the person entitled thereto by reason of his death or insolvency.
20 To give effect to any such sale the Board may authorize some person to transfer the shares sold to the purchaser thereof
the purchaser shall be registered as the holder of the shares comprised in any such transfer. The purchaser shall not be
bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or
invalidity in the proceedings in reference to the sale.
I. The proceeds of the sale shall be received by the company and applied in payment of such part of the amount in
respect of which the lien exists as is presently payable
II. The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares before
the sale, be paid to the person entitled to the shares at the date of the sale
III. fully paid Shares shall be free from all lien and that in the case of partly paid Shares, the Company's lien, if any,
shall be restricted to monies called or payable at a fixed time in respect of such shares
21 The provisions of these Articles relating to lien shall mutatis mutandis apply to any other securities including
debentures of the Company
CALLS ON SHARES
I. Subject to the provisions of Section 49 of the Act, the Board may, from time to time, make calls upon the members
in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way
of premium) and not by the conditions of allotment thereof made payable at fixed times.
Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one month
from the date fixed for the payment of the last preceding call.
II. Each member shall, subject to receiving at least fourteen days’ notice specifying the time or times and place of
payment, pay to the company, at the time or times and place so specified, the amount called on his shares.
III. 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.
IV. A call may be revoked or postponed at the discretion of the Board.
22 A call shall be deemed to have been made at the time when the resolution of the Board authorizing the call was passed
and may be required to be paid by instalments
23 The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof
24 If a sum called in respect of a share is not paid before or on the day appointed for payment thereof the person from
whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time of actual
payment at ten per cent per annum or at such lower rate if any as the Board may determine The Board shall be at liberty
to waive payment of any such interest wholly or in part.
25 Any sum which by the teams of issue of a share becomes payable on allotment or at any fixed date whether on account
of the nominal value of the share or by way of premium shall for the purposes of these regulations be deemed to be a
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call duly made and payable on the date on which by the terms of issue such sum becomes payable. In case of non-
payment of such sum all the relevant provisions of these regulations as to payment of interest and expenses forfeiture
or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.
27 A. LIABILITY ON SHARES
I. Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on
account of the nominal value of the share or by way of premium, shall, for the purposes of these regulations, be
deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable.
II. In case of non-payment of such sum, all the relevant provisions of these articles as to payment of interest and
expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and
notified.
28 B. ADVANCE ON SHARES
The Board—
a) may, if it thinks fit, receive from any member willing to advance the same, all or any part of the monies
uncalled and unpaid upon any shares held by him; and
b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently
payable) pay interest at such rate as may be fixed by the Board. Nothing contained in this clause shall confer
on the member any right to participate in profits or dividends or any voting rights in respect of the monies so
paid by him until the same would, but for such payment become presently payable by him.
29 C. MUTATIS MUTANDIS
The provisions of these Articles relating to calls shall mutatis mutandis apply to any other securities including
Debentures of the Company
30 D. NOMINATION CLAUSE
a) Every holder of securities of a company may, at any time, nominate, in the prescribed manner, any person to
whom his securities shall vest in the event of his death.
b) Where the securities of a company are held by more than one person jointly, the joint holders may together
nominate, in the prescribed manner, any person to whom all the rights in the securities shall vest in the event of
death of all the joint holders.
c) Notwithstanding anything contained in any other law for the time being in force or in any disposition, whether
testamentary or otherwise, in respect of the securities of a company, where a nomination made in the prescribed
manner purports to confer on any person the right to vest the securities of the company, the nominee shall, on the
death of the holder of securities or, as the case may be, on the death of the joint holders, become entitled to all the
rights in the securities, of the holder or, as the case may be, of all the joint holders, in relation to such securities,
to the exclusion of all other persons, unless the nomination is varied or cancelled in the prescribed manner.
d) Where the nominee is a minor, it shall be lawful for the holder of the securities, making the nomination to appoint,
in the prescribed manner, any person to become entitled to the securities of the company, in the event of the death
of the nominee during his minority.
e) Where the nominee is a minor, it shall be lawful for the holder of the securities, making the nomination to appoint,
in the prescribed manner, any person to become entitled to the securities of the company, in the event of the death
of the nominee during his minority.
TRANSFER OF SHARES
31 I. The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor
and transferee.
II. The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the
register of members in respect thereof.
32 The Board may, subject to the right of appeal conferred by the Section 58 of the Act, declines to register-
a) the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or
b) any transfer of shares on which the company has a lien.
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.
33 A. The Board may decline to recognize any instrument of transfer unless-
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a) the instrument of transfer is in the form as prescribed in rules made under sub section (1) of section 56
b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other
evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and
c) the instrument of transfer is in respect of only one class of shares.
Provided that where it is proved to the satisfaction of the Board that an instrument of transfer signed by the transferor
and transferee has been lost or the instrument of transfer has not been delivered within the prescribed period, the
Company may register the transfer on such terms as to indemnify as the Board may think fit.
B. In accordance with Section 56 of the Act, the Rules and such other conditions as may be prescribed under Law,
every instrument of transfer of shares held in physical form shall be in writing. In case of transfer of shares where
the Company has not issued any certificates and where the shares are held in dematerialized form, the provisions
of the Depositories Act shall apply.
34 a) On giving of previous notice of at least seven days or such lesser period in accordance with section 91 and rules
made there under, the registration of transfers may be suspended at such times and for such periods as the Board
may from time to time determine:
Provided that such registration shall not be suspended for more than thirty days at any one time or for more than
forty-five days in the aggregate in any year.
b) Subject to the provisions of Section 59 of the Companies Act, 2013, these Articles and any other applicable
provisions of the Act for the time being in force, the Board may decline to register any transfer of Shares on such
grounds as it think fit in the benefit of the company (notwithstanding that the proposed transferee be already a
Member), but in such case it shall, within two (2) months from the date the instrument of transfer was lodged
with the Company, send to the transferee and the transferor notice of the refusal to register such transfer giving
reasons for such refusal. Provided that registration of a transfer shall not be refused on the grounds of the
transferor being either alone or jointly with any other person or persons indebted to the Company on any account
whatsoever.
c) The Board may delegate the power of transfer of Securities to a committee or to compliance officer or to the
registrar to an issue and/or share transfer agent(s). Provided that the delegated authority shall report on transfer
of Securities to the Board in each meeting.
d) The provisions of these Articles relating to transfer of shares shall mutatis mutandis apply to any other securities
including debentures of the Company.
TRANSMISSION OF SHARES
35 On the death of a member the survivor or survivors where the member was a joint holder and his nominee or nominees
or legal representatives where he was a sole holder shall be the only persons recognized by the company as having any
title to his interest in the shares Nothing in clause (i) shall release the estate of a deceased joint holder from any liability
in respect of any share which had been jointly held by him with other persons.
36 I. Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such
evidence being produced as may from time to time properly be required by the Board and subject as hereinafter
provided, elect, either—
a) to be registered himself as holder of the share; or
b) to make such transfer of the share as the deceased or insolvent member could have made. If the person so
becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the
Company a notice in writing signed by him stating that he so elects. If the person aforesaid shall elect to
transfer the share, he shall testify his election by executing a transfer of the share. All the limitations,
restrictions and provisions of these regulations relating to the right to transfer and the registration of transfers
of shares shall be applicable to any such notice or transfer as aforesaid as if the death or insolvency of the
member had not occurred and the notice or transfer were a transfer signed by that member.
II. The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the
deceased or insolvent member had transferred the share before his death or insolvency.
The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the
deceased or insolvent member had transferred the share before his death or insolvency
37 If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to
the company a notice in writing signed by him stating that he so elects. If the person aforesaid shall elect to transfer
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the share he shall testify his election by executing a transfer of the share. All the limitations restrictions and provisions
of these regulations relating to the right to transfer and the registration of transfers of shares shall be applicable to any
such notice or transfer as aforesaid as if the death or insolvency of the member had not occurred and the notice or
transfer were a transfer signed by that member.
38 A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same
dividends and other advantages to which he would be entitled if he were the registered holder of the share except that
he shall not before being registered as a member in respect of the share be entitled in respect of it to exercise any right
conferred by membership in relation to meetings of the company Provided that the Board may at any time give notice
requiring any such person to elect either to be registered himself or to transfer the share and if the notice is not complied
with within ninety days the Board may thereafter withhold payment of all dividends bonuses or other monies payable
in respect of the share until the requirements of the notice have been complied with. The provisions of these Articles
relating to transmission by operation of law shall mutatis mutandis apply to any other Securities including debentures
of the Company. In case of transfer and transmission of shares or other marketable Securities where the Company has
not issued any certificates and where such shares or Securities are being held in any electronic and fungible form in a
Depository the provisions of the Depositories Act shall apply
FORFEITURE OF SHARES
39 If a member fails to pay any call or instalment of a call on the day appointed for payment thereof the Board may at any
time thereafter during such time as any part of the call or instalment remains unpaid serve a notice on him requiring
payment of so much of the call or instalment as is unpaid together with any interest which may have accrued.
40 The notice aforesaid shall name a further day (not being earlier than the expiry of fourteen days from the date of service
of the notice) on or before which the payment required by the notice is to be made and 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.
41 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.
42 A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit. At
any time before a sale or disposal as aforesaid the Board may cancel the forfeiture on such terms as it thinks fit
43 A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall
notwithstanding the forfeiture remain liable to pay to the company all monies which at the dale of forfeiture were
presently payable by him to the company in respect of the shares. 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
44 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 The company may receive the
consideration if any given for the share on any sale or disposal thereof and may execute a transfer of the share in favor
of the person to whom the share is sold or disposed of 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 or disposal
of the share.
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45 a) Upon any sale re-allotment or other disposal under the provisions of the preceding
b) 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 certificates)
in respect of the said shares to the person(s) entitled thereto.
c) 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.
d) The provisions of these articles as to forfeiture shall apply in the case of nonpayment of any sum which, by
the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of
the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified
e) The provisions of these Articles relating to forfeiture of shares shall mutatis mutandis apply to any other
securities including debentures of the Company
ALTERATION OF CAPITAL
46 The Company may from time to time by ordinary resolution increase the share capital by such sum to be divided into
shares of such amount as may be specified in the resolution.
47 Subject to the provisions of section 61, the company may, by ordinary resolution. -
I. consolidate and divide all or any of its share capital into shares of larger amount than its existing shares:
II. convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of any
denomination:
III. sub-divide its existing shares, or any of them, into shares of smaller amount than is fixed by the memorandum,
so however, that in the sub-division on the proportion between the amount paid and the amount, if any. unpaid,
on each reduced share shall be the same as it was in the case of the shares from which the reduced share is derived:
IV. cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken
by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.
48 Where shares are converted into stock the holders of stock may transfer the same or any part thereof in the same
manner as and subject to the same regulations under which the shares from which the stock arose might before the
conversion have been transferred or as near thereto as circumstances admit Provided that the Board may from time to
time fix the minimum amount of stock transferable so however that such minimum shall not exceed the nominal
amount of the shares from which the stock arose. The holders of stock shall according to the amount of stock held by
them have the same rights privileges and advantages as regards dividends voting at meetings of the company and other
matters as if they held the shares 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. such of the regulations of the company
as are applicable to paid-up shares shall apply to stock and the words share and shareholder in those regulations shall
include stock and stock-holder respectively.
49 The company may by special resolution reduce in any manner and with and subject to any incident authorized and
consent required by law it share capital any capital redemption reserve account or any share premium account.
CAPITALISATION OF PROFITS
50 The company in general meeting may upon the recommendation of the Board resolve that it is desirable to capitalize
any part of the amount for the time being standing to the credit of any of the company's reserve accounts or to the
credit of the profit and loss account or otherwise available for distribution and that such sum be accordingly set free
for distribution in the manner specified in clause (ii) amongst the members who would have been entitled thereto if
distributed by way of dividend and in the same proportions The sum aforesaid shall not be paid in cash but shall be
applied subject to the provision contained in clause (iii) either in or towards paying up any amounts for the time being
unpaid on any shares held by such members respectively paying up in full unissued shares of the company to be allotted
and distributed credited as fully paid-up to and amongst such members in the proportions aforesaid partly in the way
specified in sub-clause (A) and partly in that specified in sub-clause (B) A securities premium account and a capital
redemption reserve account may for the purposes of this regulation be applied in the paying up of unissued shares to
be issued to members of the company as fully paid bonus shares The Board shall give effect to the resolution passed
by the company in pursuance of this regulation
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51 Whenever such a resolution as aforesaid shall have been passed the Board shall make all appropriations and
applications of the undivided profits resolved to be capitalized thereby and all allotments and issues of fully paid shares
if any and generally do all acts and things required to give effect thereto The Board shall have power to make such
provisions by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit for the case of shares
becoming distributable in fractions and to authorize any person to enter on behalf of all the members entitled thereto
into an agreement with the company providing for the allotment to them respectively credited as fully paid-up of any
further shares to which they may be entitled upon such capitalization or as the case may require for the payment by
the company on their behalf by the application thereto of their respective proportions of profits resolved to be
capitalized of the amount or any part of the amounts remaining unpaid on their existing shares Any agreement made
under such authority shall be effective and binding on such members.
BUY-BACK OF SHARES
52 Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 of the Act read
with the Rules made thereunder from time to time and as may be prescribed by the SEBI and any other applicable
provision of the Act or any other law for the time being in force the company may purchase its own shares or other
specified securities.
GENERAL MEETINGS
53 All general meetings other than annual general meeting shall be called extraordinary general meeting.
I. In accordance with the provisions of the Act, the Company shall in each year hold Annual General Meeting and
shall specify the meeting as such in the notices convening such meetings. All general meetings other than annual
general meeting shall be called extraordinary general meeting.
II. No General Meeting shall be held unless at least 21 clear days prior written notice, or shorter written notice in
accordance with the Act, of that meeting has been given to each Member as per the provisions of the Act; provided
that any General Meeting, may be called after giving shorter notice than the notices required above, if consent
thereto is accorded, in the case of any other meeting, by Members of the Company majority in number and
representing/holding not less than 95% of the paid-up Share Capital which gives the right to vote to such Members.
In General Meeting, only such agenda will be considered as is specified in the notice to the Members with respect
to such meetings.
III. Notwithstanding anything contained in this Act or these Articles, a Company-
a. shall, in respect of such items of business as the Central Government may, by notification, declare to be
transacted only by means of postal ballot; and
b. may, in respect of any item of business, other than ordinary business and any business in respect of which
Directors or auditors have a right to be heard at any meeting, transact by means of postal ballot, in such
manner as may be prescribed, instead of transacting such business at a General Meeting.
c. If a resolution is assented to by the requisite majority of the Shareholders by means of postal ballot, it shall
be deemed to have been duly passed at a General Meeting convened in that behalf.
54 I. The Board may, whenever it thinks fit call an extraordinary general meeting.
II. If at any time directors capable of acting who are sufficient in number to form a quorum are not within India, any
director or any two members of the company may call an extraordinary general meeting in the same manner, as
nearly as possible, as that in which such a meeting may be called by the Board.
PROCEEDING OF GENERAL MEETINGS
55 No business shall be transacted at any general meeting unless a quorum of members is present at the time when the
meeting proceeds to business. Save as otherwise provided herein the quorum for the general meetings shall be as
provided in section 103.
56 The chairperson if any of the Board shall preside as Chairperson at every general meeting of the company
57 If there is no such Chairperson or if he is not present within fifteen minutes after the time appointed for holding the
meeting or is unwilling to act as chairperson of the meeting the directors present shall elect one of their members to
be Chairperson of the meeting.
58 If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen minutes after the
time appointed for holding the meeting the members present shall choose one of their members to be Chairperson of
the meeting.
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On any business at any general meeting, in case of an equality of votes, whether on a show of hands or electronically
or on a poll, the Chairperson shall have a second or casting vote.
ADJOURNMENT OF MEETING
59 I. The quorum for the Shareholders’ Meeting shall be in accordance with Section 103 of the Act. Subject to the
provisions of Section 103(2) of the Act, if such a quorum is not present within half an hour from the time set for
the Shareholders’ Meeting, the Shareholders’ Meeting shall be adjourned to the same day in the next week at same
time and place or to such other date and such other time and place as the Board may determine and the agenda for
the adjourned Shareholders’ Meeting shall remain the same. If at such adjourned meeting also, a quorum is not
present, at the expiration of half an hour from the time appointed for holding the meeting, the members present
shall be a quorum, and may transact the business for which the meeting was called.
II. No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting
from which the adjournment took place.
III. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case
of an original meeting.
IV. Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.
VOTING RIGHTS
60 Subject to any rights or restrictions for the time being attached to any class or classes of shares on a show of hands
every member present in person shall have one vote and on a poll the voting rights of members shall be in proportion
to his share in the paid-up equity share capital of the company
61 A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall vote only
once.
62 In the case of joint holders, the vote of the senior who lenders a vote whether in person or by proxy shall be accepted
to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in
which the names stand in the register of members
63 I. In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy shall be accepted
to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order
in which the names stand in the register of members.
II. Subject to the provisions of the Act and other provisions of these Articles, any person entitled under the
Transmission Clause to any shares may vote at any general meeting in respect thereof as if he was the registered
holder of such shares, provided that at least 48 (forty-eight) hours before the rime of holding the meeting or
adjourned meeting, as the case may be at which he proposes to vote, he shall duly satisfy the Board of his right to
such shares unless the Board shall have previously admitted his rights to vote at such meeting in respect thereof.
64 Any business other than that upon which a poll has been demanded maybe proceeded with pending the taking of the
poll.
65 No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in
respect of shares in the company have been paid or in regard to which the company has exercised any right of lien.
66 No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the
vote objected to is given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any
such objection made in due time shall be referred to the Chairperson of the meeting whose decision shall be final and
conclusive.
PROXY
67 The instrument appointing a proxy and the power-of-attorney or other authority if any under which it is signed or a
notarized copy of that power or authority shall be deposited at the registered office of the company not less than 48
hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument
proposes to vote or in the case of a poll not less than 24 hours before the time appointed for the taking of the poll and
in default the instrument of proxy shall not be treated as valid
68 An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105.
69 A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death
or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or
the transfer of the shares in respect of which the proxy is given:
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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.
70 Passing Resolutions by Postal Ballot
a) Notwithstanding any of the provisions of these Articles, the Company may, and in the case of resolutions relating
to such business as notified under the Companies (Management and Administration) Rules, 2014, as amended,
or other Law required to be passed by postal ballot, shall get any resolution passed by means of a postal ballot,
instead of transacting the business in the General Meeting of the Company. Also, the Company may, in respect
of any item of business other than ordinary business and any business in respect of which Directors or Auditors
have a right to be heard at any meeting, transact the same by way of postal ballot.
b) Where the Company decides to pass any resolution by resorting to postal ballot, it shall follow the procedures as
prescribed under Section 110 of the Act and the Companies (Management and Administration) Rules, 2014, as
amended from time and applicable Law.
BOARD OF DIRECTORS
71 Unless otherwise determined by the Company in a general meeting, the number of directors shall not be less than 3
(three) and shall not be more than 15 (Fifteen). The Company shall also comply with the provisions of the Act. and the
rules made there under and the provisions of the SEBI Listing Regulations with respect to constitution of the Board.
The First Directors of the Company are:
a) H N Devakumar
b) Devasingh Naik Beeranahalli Hemlanaik
c) Dharanendra Halappa Gauda
d) Ramalingam Venkatramana
e) Ramachandra Sreenivasarao Nidimamnidi
The present Directors are:
a) H N Devakumar
b) Dharanendra Halappa Gauda
c) Anil Karalamangala Narasimhamurthy
d) Balappa Basappa Madalageri
e) Suma Nagesh Uppin
f) Ramachandra Subbanna Giddi
The Directors need not hold any "Qualification Share(s)". Appointment of Senior Executive as a Whole Time Director
Subject to the provisions of the Act and within the overall limit prescribed under these Articles for the number of
Directors on the Board, the Board may appoint any persons as a Whole Time Director of the Company for such a period
and upon such terms and conditions as the Board may decide. The Senior Executive so appointed shall be governed by
the following provisions:
He may be liable to retire by rotation as provided in the Act but shall be eligible for re-appointment. His reappointment
as a Director shall not constitute a break in his appointment as Whole Time Director. He shall be reckoned as Director
for the purpose of determining and fixing the number of Directors to retire by rotation. He shall cease to be a Director
of the Company on the happening of any event specified in Section 164 of the Act. Subject to what is stated herein
above, he shall carry out and perform all such duties and responsibilities as may, from time to time, be conferred upon
or entrusted to him by Managing Director(s) and/or the Board, shall exercise such powers and authorities subject to
such restrictions and conditions and/or stipulations as the Managing Director(s) and /or the Board may, from time to
time determine. Nothing contained in this Article shall be deemed to restrict or prevent the right of the Board to revoke,
withdraw, alter, vary or modify all or any such powers, authorities, duties and responsibilities conferred upon or vested
in or entrusted to such whole-time directors.
72 I. Subject to the provisions of the Act, the Company may pay any remuneration, as determined by the Board of
Directors/ General Meeting to all or any of its directors for the services rendered by them/ him in day-to-day
management of the affairs of the company or any other type of services, whether professional in nature or not.
for any of the purposes of the company, cither by a fixed sum on monthly or annual basis and or perquisites and/
or a percentage of the profits or otherwise as may be determined by the Board or the members in General Meeting
in accordance with the Act
II. The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue from
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day-to-day.
III. The remuneration payable to the directors, including any managing director or whole-time director or manager,
if any, shall be determined in accordance with and subject to the provisions of the Act and rules made there under
and provisions of the SEBI Listing Regulations
IV. In addition to the remuneration payable to them in pursuance of the Act. the directors may be paid all travelling,
hotel and other expenses properly incurred by them
a) in attending and returning from meetings of the Board of Directors or any committee thereof or general
meetings of the Company: or
b) in connection with the business of the Company.
73 The Board may pay all expenses incurred in getting up and registering the Company
74 The company may exercise the powers conferred on it by section 88 with regard to the keeping of a foreign register
and the Board may (subject to the provisions of that section) make and vary such regulations as it may think fit
respecting the keeping of any such register.
75 All cheques promissory notes drafts hundis, bills of exchange and other negotiable instruments and all receipts for
monies paid to the company shall be signed drawn accepted endorsed or otherwise executed as the case may be by such
person and in such manner as the Board shall from time to time by resolution determine.
76 Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book to be kept
for that purpose.
77 In accordance with the provisions of the Act and these Articles, the Board shall permit Chief Executive Officer (CEO)
and Chief Financial Officer (CFO) to attend the Board and Committee meetings.
78 A. ADDITIONAL DIRECTOR APPOINTMENT
I. 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 Article.
II. Such person, subject to applicable laws, rules or regulations, shall hold office only up to the date of the next
general meeting of the Company but shall be eligible for appointment by the Company as a director at that
meeting subject to the provisions of the Act.
B. ALTERNATE DIRECTOR APPOINTMENT
I. The Board may appoint an alternate director to act for a director (hereinafter in this Article called “the Original
Director") during his absence for a period of not less than three months from India. No person shall be
appointed as an alternate director for an independent director unless he is qualified to be appointed as an
independent director under the provisions of the Act.
II. The Board may appoint an alternate director to act for a director (hereinafter in this Article called “the Original
Director") during his absence for a period of not less than three months from India. No person shall be
appointed as an alternate director for an independent director unless he is qualified to be appointed as an
independent director under the provisions of the Act.
III. If the term of office of the original director is determined before he so returns to India, any provision for the
automatic re-appointment of retiring directors in default of another appointment shall apply to the original
director, and not to the alternate director.
C. CASUAL VACANCY
I. If the office of any director appointed by the Company in general meeting is vacated before his term of office
expires in the normal course, the resulting casual vacancy may. be filled by the Board of Directors at a meeting
of the Board which shall be subsequently approved by members in the immediate next general meeting.
II. The director so appointed shall hold office only up to the date up to which the director in whose place he is
appointed would have held office if it had not been vacated.
D. INDEPENDENT DIRECTORS’ APPOINTMENT
The Company shall have such number of Independent Directors on the Board of the Company, as may be required in
terms of the provisions of Section 149 of the Act and the Companies (Appointment and Qualification of Directors)
Rules, 2014 or any other Law. as may be applicable. Further, the appointment of such Independent Directors shall be
in terms of the aforesaid provisions of Law and subject to the requirements prescribed under the SEBI Listing
Regulations. Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book
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to be kept for that purpose.
Qualification of Independent Directors’
I. Independent directors shall possess such qualification as required under the act and under SEBI Listing
regulations, as amended from time to time.
II. Independent Director shall be appointed for such period as prescribed under relevant provisions Act, schedules
thereof under SEBI Listing regulations as amended from time to time
E. POWERS OF THE BOARD
The management of the business of the Company shall be vested in the Board and the Board may exercise all such
powers, and do all such acts and things, as the Company is by the memorandum of association or otherwise authorized
to exercise and do, and, not hereby or by the statute or otherwise directed or required to be exercised or done by the
Company in general meeting but subject nevertheless to the provisions of the Act and other laws and of the
memorandum of association and these Articles and to any regulations, not being inconsistent with the memorandum
of association and these Articles or the Act from time to time made by the Company in general meeting provided that
no such regulation shall invalidate any prior act of the Board which would have been valid if such regulation had not
been made.
79 PROCEEDINGS OF THE BOARD
I. The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it
thinks fit.
II. A director may. and the manager or secretary on the requisition of a director shall, at any time, summon a meeting
of the Board.
III. The quorum for a Board meeting shall be as provided in the Act and as provided in SEBI Listing regulations and
directors participating through electronic mode in a meeting shall be counted for the purposes of quorum.
IV. The participation of directors in a meeting of the Board may be either in person or through video conferencing
or audio-visual means or any other mode as may be permitted by the Act and Rules.
V. At least 7 (seven) days* notice of every meeting of the Board shall be given in writing to every Director for the
time being at his address registered with the Company and such notice shall be sent by hand delivery’ or by post
or by electronic means. A meeting of the Board may be convened in accordance with these Articles by a shorter
notice in case of any emergency
80 Save as otherwise expressly provided in the Act questions arising at any meeting of the Board shall be decided by a
majority of votes in case of an equality of votes the Chairperson of the Board if any shall have a second or casting
vote.
81 Save as otherwise expressly provided in the Act questions arising at any meeting of the Board shall be decided by a
majority of votes, in case of an equality of votes the Chairperson of the Board it any shall have a second or casting
vote.
82 I. The Board may elect a Chairperson of Its meetings and determine the period for which he is to hold office.
II. If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the
time appointed for holding the meeting, the directors present may choose one of their members to be Chairperson
of the meeting.
III. Any Director so appointed to the office of Chairperson shall not be deemed to have vacated the said office of
Chairperson, by reason only that he retires or vacates at any Annual General Meeting of the Company and is re-
elected at the same meeting.
83 The Board of the Company shall in accordance with act, rules or any other Law and the provisions of the SEBI Listing
Regulations, as amended from time to time, form such committees as may be required in the manner specified therein,
if the same are applicable to the Company. The participation of directors in a meeting of the committee may be either
in person or through video conferencing or audio-visual means or any other mode as may be permitted by the Act and
Rules and the SEBI Listing regulations.
84 A committee may elect a chairperson of its meetings. If no such Chairperson is elected or if at any meeting the
Chairperson is not present within five minutes after the time appointed for holding the meeting the members present
may choose one of their members to be Chairperson of the meeting.
85 I. A committee may meet and adjourn an it thinks fit.
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II. Questions arising at any meeting of a committee shall be determined by a majority of votes of the members
present, and in case of an equality of votes, the Chairperson of the committee shall have a second or casting vote.
III. All acts done in any meeting of the Board or of a committee thereof or by any person acting as a director, shall,
notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one
or more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified or
that his or their appointment had terminated, be as valid as if every such director or such person had been duly
pointed and was qualified to be a director.
86 All acts done in any meeting of the Board or of a committee thereof or by any person acting as a director shall not
withstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more
of such directors or of any person acting as aforesaid or that they or any of them were disqualified be as valid as if
every such director or such person had been duly appointed and was qualified to be a director.
87 All acts done in any meeting of the Board or of a committee thereof or by any person acting as a director shall
notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or more
of such directors or of any person acting as aforesaid or that they or any of them were disqualified be as valid as if
every such director or such person had been duly appointed and was qualified to be a director.
CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF FINANCIAL
OFFICER
88 Subject to the provisions of the Act A chief executive officer manager company secretary or chief financial officer
may be appointed by the Board for such term at such remuneration and upon such conditions as it may think fit and
any chief executive officer manager company secretary or chief financial officer so appointed may be removed by
means of a resolution of the Board a director may be appointed as chief executive officer manager company secretary
or chief financial officer.
89 A provision of the Act or these regulations requiring or authorizing a thing to be done by or to a Director and chief
executive officer, manager, Company Secretary or chief financial officer shall not be satisfied by its being done by or
to the same person acting both as Director and as, or in place of, chief executive officer, Manager, Company Secretary
or chief financial officer.
A. APPOINTMENT AND REMUNERATION
Subject to the provisions of Section 203 of the Act and of these Articles, the Board shall have the power to appoint
from time to time any full-time employee of the Company as Managing Director/ whole time director or executive
director or manager of the Company. The Managing Director(s) or the whole-time director(s) manager or executive
director(s), as the case may be, so appointed, shall be responsible for and in charge of the day to day management and
affairs of the Company. The remuneration of a Managing Director/ whole time director or executive director or
manager may be by way of monthly payment, fee for each meeting or participation in profits, or by any or all those
modes or any other mode not expressly prohibited by the Act. Board, subject to the consent of the shareholders of the
Company shall have the power to appoint Chairperson of the Board as the Managing Director/ whole time director or
executive director of the Company.
B. APPOINTMENT AND RESIGNATION CLAUSE
Notwithstanding anything contained herein, a Managing Director(s)/ whole time director(s)/ executive director(s)/
manager shall, subject to the provisions of any contract between such director and the Company, be subject to the same
provisions as to resignation and removal as the other Directors of the Company.
C. RETIREMENT OF DIRECTORS BY ROTATION
Not less than two-thirds of the total number of Directors (excluding independent director) of the Company shall be
persons whose periods of office shall be liable to determination by retirement of Directors by rotation and save and
otherwise expressly provided in the Act and these Articles, be appointed by the Company in General Meeting.
The remaining directors shall be appointed in accordance with the provisions of these Articles and the Act. At the
Annual General Meeting in each year, one-third of the Directors for the time being as are liable to retire by rotation,
or if their number is not three or multiple of three, then the number nearest to one-third shall retire from office.
Subject to the provisions of the Act and these Articles, the Directors to retire by rotation at every Annual General
Meeting shall be those who have been longest in office since their last appointment, but as between persons who
became Directors on the same day, those who are to retire shall, in default of and subject to any agreement among
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themselves, be determined by lot. Subject to the provisions of the Act, a retiring Director shall retain office until the
conclusion of the meeting at which his re-appointment is decided or his successor is appointed.
If the vacancy of the retiring director is not so filled-up and the meeting has not expressly resolved not to fill the
vacancy, the meeting shall stand adjourned till the same day in the next week, at the same time and place, or if that
day is a national holiday, till the next succeeding day which is not a holiday, at the same time and place.
If at the adjourned meeting also, the vacancy of the retiring director is not filled up and that meeting also has not
expressly resolved not to fill the vacancy, the retiring director shall be deemed to have been re-appointed at the
adjourned meeting, unless -
I. at that meeting or at the previous meeting a resolution for the re-appointment of such director has been put to the
meeting and lost;
II. the retiring director has, by a notice in writing addressed to the Company or its Board of directors, expressed his
unwillingness to be so re-appointed;
III. he is not qualified or is disqualified for appointment;
IV. a resolution, whether special or ordinary, is required for his appointment or re-appointment by virtue of any
provisions of this Act; or
V. section 162 is applicable to the case.
D. POWERS OF MANAGING DIRECTOR
Subject to the provisions of section 179 and 180 of the Companies Act, 2013, the Managing Director of the Company,
if any, shall be empowered to carry on the day to day business affairs of the Company. The Managing Director shall
have the general control, management and superintendence of the business of the Company with power to appoint and
to dismiss employees and to enter into contracts on behalf of the Company in the ordinary course of business and to
do and perform all other acts, deeds and things which in the ordinary course of business may be considered
necessary/proper or in the interest of the Company.
E. POWER TO BORROW
I. The Board of Directors may from time to time but with consent of the Company in general meeting as may be
required under section 180 of the Companies Act, 2013 read with rules made thereunder, by a resolution passed
at a Meeting of the Board raise any money or any monies or sums of money for the purpose of the Company;
provided that the monies to be borrowed together with the monies already borrowed by the Company (apart from
temporary loans obtained from the Company‘s bankers in the ordinary course of business) shall not, without the
sanction of the Company at a General Meeting, exceed the aggregate of the paid-up share capital of the Company
and its free reserves, that is to say, reserves not set-apart for any specific purpose and in particular but subject to
the provisions of Section 180 of the Act and the rules made thereunder. The Board may, from time to time, at its
discretion raise or borrow or secure the payment of any such sum or sums of money for the purpose of the
Company, at such times and in such manner and upon such terms and conditions as they deem fit by the issue of
debt instruments, debentures, or perpetual annuities, debenture stock, promissory notes, or by opening current
accounts, or by receiving deposits and advances with or without security, or by issue of bonds and in security of
any such money so borrowed, raised or received, to mortgage, pledge or charge, the whole or any part of the
undertaking property, rights, assets, or revenue of the Company, present or future, including its uncalled capital
by special assignment or otherwise or to transfer or convey the same absolutely or in trust and give the lenders
powers of sale and other powers as may be expedient and to purchase, redeem or pay off any such securities in
accordance with the acts, rules and regulations as applicable to the Company.
II. Provided that the Directors may by resolution at a meeting of the Board delegate the power to borrow money
otherwise than on debentures to a Committee of Directors or the Managing Director or Whole-Time Director or
Manager subject to the limits upto which the money may be so borrowed as may be specified in the said
resolution.
III. To the extent permitted under the applicable Law and subject to compliance with the requirements thereof, the
Directors shall be empowered to grant loans to such entities at such terms as they may deem to be appropriate
and the same shall be in the interest of the Company.
IV. Any bonds, Debentures, debenture-stock or other Securities may if permissible in Law be issued at a discount,
premium or otherwise by the Company and shall with the consent of the Board be issued upon such terms and
conditions and in such manner and for such consideration as the Board shall consider to be for the benefit of the
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Company, and on the condition that they or any part of them may be convertible into equity shares of any
denomination, and with any privileges and conditions as to the redemption, surrender, allotment of shares,
appointment of Directors or otherwise. Provided that Debentures with rights to allotment of or conversion into
equity shares shall not be issued except with, the sanction of the Company in General Meeting accorded by a
Special Resolution.
DIVIDEND AND RESERVE
90 The company in general meeting may declare dividends but no dividend shall exceed the amount recommended by the
Board but the Company in general meeting may declare a lesser dividend
91 Subject to the provisions of section 123 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.
92 The Board may before recommending any dividend set aside out of the profits of the company such sums as it thinks
fit as a reserve or reserves which shall at the discretion of the Board be applicable for any purpose to which the profits
of the company may be properly applied including provision for meeting contingencies or for equalizing dividends
and pending such application may at the like discretion either be employed in the business of the company or be
invested in such investments (other than shares of the company) as the Board may from time to time thinks fit. The
Board may also carry forward any profits which it may consider necessary not to divide without setting them aside as
a reserve.
93 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. No amount paid or credited as paid on a share in advance of calls shall be treated for the
purposes of this regulation as paid on the share. All dividends shall be apportioned and paid proportionately to the
amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the
dividend is paid but if any share is issued on terms providing that it shall rank for dividend as from a particular date
such share shall rank for dividend accordingly.
94 I. The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by
him to the company on account of calls or otherwise in relation to the shares of the company.
II. The Board may retain dividends payable upon shares in respect of which any person is, under the Transmission
Clause hereinbefore contained, entitled to become a member, until such person shall become a member in respect
of such shares.
95 Any dividend interest or other monies payable in cash in respect of shares may be paid by cheque or warrant sent
through the post directed to the registered address of the holder or in the case of joint holders to the registered address
of that one of the joint holders who is first named on the register of members or to such person and to such address as
the holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of
the person to whom it is sent
96 Any one of two or more joint holders of a share may give effective receipts for any dividend’s bonuses or other monies
payable in respect of such share.
97 Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the manner
mentioned in the Act.
98 No dividend shall bear interest against the company
A Shareholder can waive/forgo the right to receive the dividend (either final and/or interim) to which he is entitled, on
some or all the Shares held by him in the Company. However, the Shareholder cannot waive/forgo the right to receive
the dividend (either final and/or interim) for a part of percentage of dividend on Share(s).
Where a dividend has been declared by the Company but has not been paid or claimed within thirty days from the date
of the declaration to any Shareholder entitled to the payment of the dividend, the Company shall, within seven days
from the date of expiry of the said period of thirty days, transfer the total amount of dividend which remains unpaid or
unclaimed to a special account to be opened by the Company in that behalf in any scheduled bank to be called the
‘Unpaid Dividend Account’.
Any money transferred to the ‘Unpaid Dividend Account’ of a company which remains unpaid or unclaimed for a
period of 7 (seven) years from the date of such transfer, shall be transferred by the Company to the fund known as
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Investor Education and Protection Fund established under Section 125 of the Act. [There shall be no forfeiture of
unclaimed dividends before the claim becomes barred by law].
All Shares in respect of which the Dividend has not been paid or claimed for 7 (seven) consecutive years or more shall
be transferred by the Company in the name of Investor Education and Protection Fund along with a statement containing
such details as may be prescribed. Provided that any claimant of Shares so transferred shall be entitled to claim the
transfer of Shares from Investor Education and Protection Fund in accordance with such procedure and on submission
of such documents as may be prescribed.
The Company shall comply with the provisions of the Act in respect of any dividend remaining unpaid or unclaimed
with the Company.
ACCOUNTS
99 The Board shall cause proper books of account to be maintained under Section 128 and other applicable provisions of
the Act.
I. The Board shall from time to time determine whether and to what extent and at what times and places and under
what conditions or regulations, the accounts and books of the company, or any of them, shall be open to the
inspection of members not being directors.
II. No member (not being a director) shall have any right of inspecting any account or book or document of the
company except as conferred by law or authorized by the Board or by the company in general meeting.
III. Directors are entitled to examine the books, accounts and records of the Company in accordance with the
provisions of the Act.
WINDING UP
100 Subject to the provisions of Chapter XX of the Act and rules made thereunder If the company shall be wound up the
liquidator may with the sanction of a special resolution of the company and any other sanction required by the Act
divide amongst the members in specie or kind the whole or any part of the assets of the company whether they shall
consist of property of the same kind or not. 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. 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.
SECRECY CLAUSE
101 I. Every director, manager, auditor treasurer, trustee, member of a committee, officer, servant, agent, accountant, or
other person employed in the business of the Company shall, if so required by the directors, before entering upon
his duties, sign a declaration pledging himself to observe strict secrecy respecting all transactions and affairs of the
Company with the Customers and the state of the accounts with individuals and in matters relating thereto, and
shall by such declaration pledge himself not to reveal any of the matters which come to his know ledge in the
discharge of his duties except when required so to do by the directors or by law of by the person to whom such
matters relate and except so far as may be necessary in order to comply with any of the provisions in these presents
contained.
II. No member shall be entitled to visit or inspect any works of the Company without the permission of the directors
or to require discovery of or any information respecting any details of the Company’s trading or any matter which
is or may be in the nature of trade secret, Ministry of trade, secret process or any other matter which may relate to
the conduct of the business of the Company and which in the opinion of the Directors it would be inexpedient in
the interest of the Company to disclose.
INDEMNITY
102 I. Subject to the provisions of the Act every director managing director, whole-time director, manager, company
secretary and other officer of the Company shall be indemnified by the Company out of the funds of the Company,
to pay all costs, losses and expenses (including travelling expense) which such director, manager, company
secretary and officer may incur or become liable for by reason of any contract entered into or act or deed done by
him in his capacity as such director manager, company secretary or officer or in any way in the discharge of his
duties in such capacity including expenses.
II. Subject as aforesaid, every director, managing director, manager, company secretary or other officer of the
Company shall be indemnified against any liability incurred by him in defending any proceedings, whether civil
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or criminal in which judgement is given in his favour or in which he is acquitted or discharged or in connection
with any application under applicable provisions of the Act in which relief is given to him by the Court.
III. The Company may take and maintain any insurance as the Board may think fit on behalf of its present and/or
former directors and key managerial personnel for indemnifying all or any of them against any liability for any acts
in relation to the Company for which they may be liable but have acted honestly and reasonably.
OTHERS
DEMATERIALISATION OF SECURITIES
103 I. Definitions For the purpose of this Article:
a) 'Beneficial Owner' means a person or persons whose name is recorded as such with a depository;
b) 'SEBI’ means the Securities and Exchange Board of India;
c) ‘Depository’ shall mean a depository as defined in Clause (e) of sub-section (1) of section 2 of the Depositories
Act.
II. Subject to the provisions of the Act and Rules made thereunder the Company may offer its members facility to
hold securities issued by it in dematerialized form
III. Notwithstanding anything contained in the Articles, the Company may in accordance with the provisions of the
Depositories Act 1996 be entitled to dematerialise its securities, debentures and other marketable securities in
accordance with the applicable law and or regulations promulgated from time to time.
IV. Every person subscribing to securities offered by the Company may have the option to receive security certificates
or to hold the securities with a Depository the Beneficial Owner of the securities may at any time opt out of
holding the securities with a Depository, in the manner provided by the Depositories Act, 1996 and the Company
shall, in the manner and within the time prescribed, issue to the Beneficial Owner the required Certificates of
Securities.
V. All securities held by a depository shall be dematerialised and be in fungible form. Nothing contained in Sections
88, 89 and 186 of the Act shall apply to a depository in respect of the securities held by it on behalf of the
Beneficial Owners
VI. Notwithstanding anything to the contrary contained in the Act or these articles, a depository shall be deemed to
be the registered owner for the purpose of effecting transfer of ownership of securities on behalf of the beneficial
owner.
VII. Save as otherwise provided in iv. above, the depository as the registered owner of the securities shall not have
any rights or any other rights in respect of the securities held by it
VIII. Every person holding securities of the Company and whose name is entered as the beneficial owner in the records
of the Depository shall be deemed to be a member’ shareholder of the Company. The beneficial owner of
securities shall be entitled to all the rights and benefits and be subject to all the liabilities in respect of his securities
which are held by a depository.
IX. Notwithstanding anything contained in the Act or the Articles to the contrary, where securities are held in
Depository, the records of the beneficial ownership may be served by such Depository on the Company by means
of electronic mode or by delivery of floppies or discs or any other drive
X. The Register and Index of Beneficial Owners maintained by a Depository under section 11 of the Depositories
Act. 1996 shall be deemed to be the corresponding Register and Index of Members and Security holders for the
purpose of the Articles.
XI. The Company shall cause to be kept a register of members and index of members indicating separately for each
class of equity and preference shares held by each member residing in or outside India, register of debentures and
register of any other security holders either in physical form or in electronic form.
XII. The register and index of Beneficial Owners maintained by a Depository under the Depositories Act shall be
deemed to be a register and index of members for the purposes of this Act.
XIII. Notwithstanding anything contained in the Act or these Articles to the contrary, where Securities are held in a
Depository, the records of the beneficial ownership may be served by such Depository on the Company by means
of electronic mode or by delivery of the physical papers
XIV. Except as specifically provided in these Articles, the provisions relating to joint holders of shares, calls, lien on
shares, forfeiture of shares and transfer and transmission of shares shall be applicable to shares held in Depository
so far as they apply to shares held in physical form subject to the provisions of the Depositories Act.
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XV. The Company shall intimate such Depository the details of allotment of share to enable the Depository to enter
in its records the name of such person as the beneficial owner of that share.
XVI. The provisions of these Articles shall mutatis mutandis apply to securities other than shares and any reference to
member herein shall apply to the holder of the concerned security.
XVII. Persons appearing as beneficial owners as per the register maintained by the Depository shall be entitled to
covered thereby and the Depository shall be the registered owner of such shares only for the purpose of effecting
transfer of ownership of such shares on behalf of the beneficial owner.
XVIII. The members shall bear all charges of the depository participant
XIX. If a member having dematerialized his holdings of shares opts for re-materialization of his holding of shares or a
part thereof, share certificates will be issued to him on a written request received for that purpose through the
depository participant
XX. The dematerialized shares can be transferred transmitted as per rules of the depository.
XXI. The records of members holding as maintained by the Depository and depository participants shall be the basis
for all purpose of holdings of the members, who have opted for the dematerialization.
XXII. There will be no distinctive numbers for the dematerialized shares
REGISTERS
104 I. The Company shall keep and maintain at its registered office or at any other place in India as may be permitted by
the Act and rules, all statutory registers including, register of charges, register of members, register of debenture
holders, register of any other security holders, the register and index of beneficial owners and annual return, register
of loans, guarantees, security and acquisitions, register of investments not held in its own name and register of
contracts and arrangements for such duration as the Board may unless otherwise prescribed, decide, and in such
manner and containing such particulars as prescribed by the Act and the Rules.
II. Kept and maintained by a company under section 88 and copies of the annual return filed under section 92 may
also be kept at any other place in India in which more than one-tenth of the total number of members entered in the
register of members reside, if approved by a special resolution passed at a General Meeting of the company and the
Registrar has been given a copy of the proposed special resolution in advance. Provided further that the period for
which the registers, returns and records are required to be kept shall be such as may be prescribed under the Act.
III. The Register and index of beneficial owner maintained by a Depository' under Section 11 of the Depositories Act
shall also be deemed to be the Register and index of members/debenture holders/other security holders for the
purpose of the Act and any amendment or re-enchantment thereof.
IV. The Company may exercise the powers conferred on it by Section 88 of the Act with regard to the keeping of a
foreign register, and the Board may (subject to the provisions of that section) make and vary such regulations as it
may think fit respecting the keeping of any such register
V. The registers and copies of annual return shall be open for inspection during business hours on all working days, at
the registered office of the Company by the persons entitled thereto on payment where required, of such fees as
may be fixed by the Board but not exceeding the limits prescribed by the Rules.
CONSTRUCTIVE NOTICE
105 The Article of Association is a public document and the person performing business or investing in the company is
considered to be fully aware of the rules and regulations of the company.
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382SECTION XI – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following contracts which have been entered or are to be entered into by our Company (not being contracts
entered into in the ordinary course of business carried on by our Company or contracts entered into more than two years before
the date of this Red Herring Prospectus) which are or may be deemed material will be attached to the copy of this Red Herring
Prospectus which will be delivered to the RoC for registration. Copies of the above-mentioned contracts and also the documents
for inspection referred to here under, may be inspected at the Registered Office between 10 a.m. and 5 p.m. on all Working
Days (Monday to Friday) Application/Issue Opening Date until the Application/Issue Closing Date. Any of the contracts or
documents mentioned in this Red Herring Prospectus may be amended or modified at any time if so, required in the interest of
our Company or if required by the other parties, without reference to the Shareholders, subject to compliance of the provisions
contained in the Companies Act and other applicable law.
A. Material Contracts
1) Memorandum of Understanding dated 10.09.2025 between our Company and the Book Running Lead Manager.
2) Supplementary Memorandum of Understanding dated 20.11.2025 between our Company and the Book Running Lead
Manager.
3) Memorandum of Understanding dated 10.09.2025 between our Company and the Registrar to the Issue.
4) Escrow Agreement dated 17.11.2025 between our Company, the Book Running Lead Manager, Escrow Collection
Bank(s)/ Sponsor Bank and the Registrar to the Issue.
5) Market Making Agreement dated 24.11.2025 between our Company, the Book Running Lead Manager and Market Maker.
6) Underwriting Agreement dated 20.11.2025 between our Company, the Book Running Lead Manager.
7) Tripartite agreement between the CDSL, our Company and the Registrar to the Issue dated 16.01.2025.
8) Tripartite agreement between the NSDL, our Company and the Registrar to the Issue dated 26.12.2024.
B. Material Documents
1) Certified true copies of the updated Memorandum and Articles of Association of our Company, as amended from time to
time.
2) Copy of Certificate of Incorporation dated 09.09.2016 issued under the name Unisem Agritech Private Limited by
Registrar of Companies.
3) Copy of Fresh Certificate of Incorporation dated 01.03.2025 issued by Registrar of Companies, consequent to conversion
of our Company into a Limited Company from Unisem Agritech Private Limited to Unisem Agritech Limited.
4) Resolution of the Board of Directors dated 03.03.2025 in relation to the Issue.
5) Resolution of the Shareholders of our Company, passed at the Extra Ordinary General Meeting held on 05.03.2025 in
relation to the Issue.
6) Statutory Auditor’s report for Restated Financials dated 16.09.2025 included in the Draft Red Herring Prospectus.
7) The Statement of Tax Benefits dated 16.09.2025 from our Statutory Auditors included in the Draft Red Herring
Prospectus.
8) Statutory Auditor’s report for Restated Financials dated 20.11.2025 included in this Red Herring Prospectus.
9) The Statement of Tax Benefits dated 20.11.2025 from our Statutory Auditors included in this Red Herring Prospectus.
10) Valuation certificate pursuant to an agreement entered into by the Company to acquire the entire business of the
partnership firm “Unisem Agritech” dated 02.04.2018.
11) Certificate on KPI’s issued by Statutory Auditor dated 16.09.2025.
12) Certificate on KPI’s issued by Statutory Auditor dated 20.11.2025.
13) Resolution of the Board of Directors of the Company dated 22.09.2025 approving the DRHP.
14) Resolution of the Board of Directors of the Company dated 04.12.2025 approving this RHP.
15) Consents of our Directors, Company Secretary and Compliance Officer, Chief Financial Officer, Statutory Auditor,
Banker(s) to the Company, Book Running Lead Manager, Legal Advisor to the Issue, Registrar to the Issue, Banker to
the Issue, Underwriters and Market Maker to act in their respective capacities.
16) Due Diligence Certificate(s) dated 22.09.2025 by the Book Running Lead Manager.
17) Due Diligence Certificate(s) dated 04.12.2025 by the Book Running Lead Manager.
18) SEBI letter dated pursuant to the exemption having reference number SEBI/HO/CFD/RAC-DIL1/P/OW/2025/23546/1
dated September 2, 2025 pursuant to the exemption application dated June 26, 2025 filed with SEBI under Regulation
383300(1) of the SEBI ICDR Regulations, from classifying i) Mrs. G Manjula (relative of Mr BH Devasinghnaik) ii) Mrs.
Rupa R Sabhahit and iii) Mr Rajesh Hegde (relatives of Anil K N); and their connected entities, as members of our
Promoter Group and including relevant disclosures, confirmations and undertakings in the Draft Red Herring Prospectus,
the Red Herring Prospectus and the Prospectus, in relation to the same.
19) Approval from BSE vide letter dated 18.11.2025 to use the name of BSE in this Red Herring Prospectus for listing of
Equity Shares on the SME Platform of BSE.
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384DECLARATION
I hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued
by the Government of India, or the rules, regulations or guidelines issued by the SEBI, established under Section 3 of
the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement
made in this Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus is contrary to the provisions of the
Companies Act 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines
issued thereunder, as the case may be. We further certify that all the statements and disclosures made in this Draft Red
Herring Prospectus/ Red Herring Prospectus/ Prospectus are true and correct.
SD/-
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H N Devakumar
Managing Director and Chairman
DIN: 07586484
Place: Ranebennur
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385DECLARATION
I hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued
by the Government of India, or the rules, regulations or guidelines issued by the SEBI, established under Section 3 of
the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement
made in this Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus is contrary to the provisions of the
Companies Act 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines
issued thereunder, as the case may be. We further certify that all the statements and disclosures made in this Draft Red
Herring Prospectus/ Red Herring Prospectus/ Prospectus are true and correct.
SD/-
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Dharanendra H Gouda
Whole Time Director
DIN: 07602434
Place: Ranebennur
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386DECLARATION
I hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued
by the Government of India, or the rules, regulations or guidelines issued by the SEBI, established under Section 3 of
the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement
made in this Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus is contrary to the provisions of the
Companies Act 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines
issued thereunder, as the case may be. We further certify that all the statements and disclosures made in this Draft Red
Herring Prospectus/ Red Herring Prospectus/ Prospectus are true and correct.
SD/-
--------------------------------------------------
Anil K N
Whole Time Director
DIN: 08279621
Place: Ranebennur
(The remainder of this page has been intentionally left blank)
387DECLARATION
I hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued
by the Government of India, or the rules, regulations or guidelines issued by the SEBI, established under Section 3 of
the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement
made in this Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus is contrary to the provisions of the
Companies Act 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines
issued thereunder, as the case may be. We further certify that all the statements and disclosures made in this Draft Red
Herring Prospectus/ Red Herring Prospectus/ Prospectus are true and correct.
SD/-
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Balappa Basappa Madalageri
Non-Executive Director
DIN: 10894606
Place: Ranebennur
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388DECLARATION
I hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued
by the Government of India, or the rules, regulations or guidelines issued by the SEBI, established under Section 3 of
the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement
made in this Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus is contrary to the provisions of the
Companies Act 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines
issued thereunder, as the case may be. We further certify that all the statements and disclosures made in this Draft Red
Herring Prospectus/ Red Herring Prospectus/ Prospectus are true and correct.
SD/-
--------------------------------------------------
G S Ramachandra
Independent Director
DIN: 10895577
Place: Ranebennur
(The remainder of this page has been intentionally left blank)
389DECLARATION
I hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued
by the Government of India, or the rules, regulations or guidelines issued by the SEBI, established under Section 3 of
the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement
made in this Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus is contrary to the provisions of the
Companies Act 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines
issued thereunder, as the case may be. We further certify that all the statements and disclosures made in this Draft Red
Herring Prospectus/ Red Herring Prospectus/ Prospectus are true and correct.
SD/-
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Suma Nagesh Uppin
Independent Director
DIN: 10894605
Place: Ranebennur
(The remainder of this page has been intentionally left blank)
390DECLARATION
I hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued
by the Government of India, or the rules, regulations or guidelines issued by the SEBI, established under Section 3 of
the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement
made in this Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus is contrary to the provisions of the
Companies Act 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines
issued thereunder, as the case may be. We further certify that all the statements and disclosures made in this Draft Red
Herring Prospectus/ Red Herring Prospectus/ Prospectus are true and correct.
SD/-
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B H Devasinghnaik
Chief Executive Officer
PAN: ATMPD9178M
Place: Ranebennur
(The remainder of this page has been intentionally left blank)
391DECLARATION
I hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued
by the Government of India, or the rules, regulations or guidelines issued by the SEBI, established under Section 3 of
the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement
made in this Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus is contrary to the provisions of the
Companies Act 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines
issued thereunder, as the case may be. We further certify that all the statements and disclosures made in this Draft Red
Herring Prospectus/ Red Herring Prospectus/ Prospectus are true and correct.
SD/-
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Ramalingam Venkataramana
Chief Financial Officer
PAN: ACBPV9961C
Place: Ranebennur
(The remainder of this page has been intentionally left blank)
392DECLARATION
I hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines issued
by the Government of India, or the rules, regulations or guidelines issued by the SEBI, established under Section 3 of
the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement
made in this Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus is contrary to the provisions of the
Companies Act 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957
and the Securities and Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines
issued thereunder, as the case may be. We further certify that all the statements and disclosures made in this Draft Red
Herring Prospectus/ Red Herring Prospectus/ Prospectus are true and correct.
SD/-
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Bobby Seth
Company Secretary and Compliance Officer
PAN: EFHPS6148B
Place: Ranebennur
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393