iifl-logo

Amir Chand Jagadish Kumar Exports Ltd Management Discussions

Add as a Preferred Source on Google
145.8
(-10.00%)
Apr 7, 2026|05:30:00 AM

Amir Chand Jagadish Kumar Exports Ltd Share Price Management Discussions

OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our Restated Consolidated Financial Information on page 294. Unless otherwise indicated or the context otherwise requires, the financial information for Fiscal 2025, 2024 and 2023 and for the six months period ended September 30, 2025 included herein is derived from the Restated Consolidated Financial Statements, included in this Red Herring Prospectus, which have been derived from our audited financial statements and is restated in accordance with the SEBI ICDR Regulations and the Guidance Notes on Reports in Company Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries. For further information, see Financial Information on page 294.

Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled Industry Research Report on Rice Industry dated January 13, 2026 prepared and issued by CARE, appointed by us on April 16, 2025, and exclusively commissioned and paid for by us for the purposes of confirming our understanding of the industry, exclusively in connection with the Issue. A copy of the Company commissioned CARE Report is available on the website of our Company at https://www.aeroplanerice.com/investor-information/. The data included herein includes excerpts from the Company commissioned CARE Report and may have been re-ordered by us for the purposes of presentation. There are no parts, data or information (which may be relevant for the proposed Issue), that has been left out or changed in any manner. Unless otherwise indicated, financial, operational, industry and other related information derived from the Company commissioned CARE Report and included herein with respect to any particular year refers to such information for the relevant calendar year. For more information, see Risk Factors Certain sections of this Red Herring Prospectus contain information from the CARE Report which we commissioned and purchased and any reliance on such information for making an investment decision in the Issue is subject to inherent risks on page 74. Also see, Certain Conventions, Use of Financial Information and Market

Data and Currency of Presentation Industry and Market Data on page 74 .

For details relating to the defined terms in the section, please see Definitions and Abbreviations beginning on page

1. Unless the context otherwise requires, in this section, references to our Company, the Company, we, us, our refer to Amir Chand Jagdish Kumar (Exports) Limited and its Subsidiary on a consolidated basis.

OVERVIEW

We are a processor and exporter of basmati rice and other FMCG products in India. Leveraging the extensive expertise of our Promoters, our Company benefits from over four decades of experience in the basmati rice industry in India. As per Company commissioned CARE Report, we rank 3 rd among our peers in terms of revenue, we are among the few Indian branded rice players that have ventured into FMCG staples. We believe we are one of the few Indian companies with fully integrated operations with a presence across the basmati rice value chain, with operations that include procurement, storage, processing, marketing and sales. In addition, we have diversified into FMCG products, offering staples and essential kitchen supplies such as aata, maida, sooji, besan, salt and sugar, We market our products under our flagship registered and trademarked brand AEROPLANE, with more than 40 different sub-brands for various products, including without limitation, Aeroplane La-Taste, Aeroplane Classic, Ali baba, World Cup and Jet. As of date of this Red Herring Prospectus, we have registered a total of 100 trademarks, including 70 trademarks in India and 30 trademarks across 26 countries (primarily in Europe, Asia and Africa), as well as 22 copyrights in India. We provide our customers with a diverse range of brands across multiple price segments catering to various demographics.

Our products are broadly categorized into two (2) segments: (i) rice and (ii) FMCG. The products in our rice segment comprise of basmati rice and other specialty rice, such as brown rice, kolam rice, sona masuri, idli rice and ponni rice. We derive a majority of our revenue from our basmati rice products. Basmati rice, famous for its aroma and long grains, is a premium variety and one of the most prized varieties of rice. As per Company commissioned CARE Report, basmati rice from India has been granted a Geographical Indication (GI) tag, recognizing its unique identity and ensuring protection against counterfeit products in international markets. As per Company commissioned CARE Report, India is the leading exporter of basmati rice to the world with an export volume of 6,065,500 MT (increased by 16% as against the previous year) to the world for the worth of Rs. 50,312 crores/ USD 5,944 million, during the year 2024-25, according to Agricultural and Processed Food Products Export Development Authority (APEDA . As per Company commissioned CARE Report, during the past five years, India exported rice to about 150 countries globally. The major export destination being the Middle East, including Saudi Arab, Iran, Iraq, UAE, etc. Our basmati rice products are further categorized into premium, medium value and HORECA segments, depending on type and blend of grain, the respective brands under which such products are distributed, the target customers and the price range.

Leveraging our existing market presence, distribution networks, quality control expertise, procurement efficiencies and brand recognition, we have recently expanded into FMCG products. Products in our FMCG segment comprise of kitchen essential supplies, including wheat flour (atta), refined wheat flour (maida), gram flour (besan), instant phirni, idli rice flour, salt, semolina (sooji) and sugar.

Set out in the table below is the breakdown of our revenues from operations derived from sale of products by product categories for the six months ended September 30, 2025 and Fiscal 2025, Fiscal 2024 and Fiscal 2023:

( in million, unless stated otherwise)
Product Six months ended Fiscal 2025 Fiscal 2024 Fiscal 2023
Category September 30, 2025
Revenue from operation % of revenue from Operation s derived from sale of products Revenue from operation % of revenue from operation derived from sale of products Revenue from operation % of revenue from Operation s derived from sale of products Revenue from operation % of revenue from Operation s derived from sale of products
Rice 10,121.20 99.39 19,651.08 99.07 15,094.52 99.04 12,847.06 98.73
FMCG 22.46 0.22 43.15 0.22 29.12 0.19 52.09 0.40
Other 41.16 0.39 141.45 0.71 116.37 0.76 113.60 0.87
Total 10184.82 100.00 19835.68 100.00 15,241.01 100.00 13,012.75 100.00

Note: Others primarily comprise of revenue generated from sale by-products, unused packing material and paddy, etc.

We sell our rice products both in the domestic as well as the international markets whereas our FMCG products are sold in the domestic market only. Our revenue from operations derived from domestic sales have grown at a CAGR of approximately 74.90% from Fiscal 2023 to Fiscal 2025. As at February 28, 2026, our Company exported its products to more than 38 countries across four (4) continents. Set out in the table below is a breakdown of our revenue from domestic sales and exports during the six months ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023 respectively.

Six months ended
Fiscal 2025 Fiscal 2024 Fiscal 2023
September 30, 2025
Particulars Revenue (in million) % of revenue from operations Revenue (in million) % of revenue from operations % of revenue Revenue from (in million) operations % of Revenue revenue (in from million) operations
Exports 3,311.55 32.43 7,660.65 38.27 8,240.01 53.18 9,122.71 69.33
Domestic 6,900.90 67.57 12,355.82 61.73 7,255.24 46.82 4,035.76 30.67
Total 10,212.45 100.00 20,016.47 100.00 15,495.25 100.00 13,158.48 100.00

Our products are sold through our distributors to the end customers and also directly by us to institutional consumers, retail chains and through our Companys website, other e-commerce sites and quick commerce channels. We have also established a strong sales and distribution network in our international markets and in India, which has enabled us to cater and service the consumer demand. The table below sets out the number of our distributors in the international markets and in India as at dates indicated:

As at
Particulars February 28, 2026 September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Number of distributors in India 431 431 425 390 380
Number of distributors outside of India 53 53 50 50 50

As of date of this Red Herring Prospectus, we operate three (3) manufacturing, processing and packaging facilities in India strategically located in the states of Punjab, Haryana and New Delhi. The details of each of our Units are as follows:

Name of Unit Location Function
Unit I Amritsar Unit- Village Mehla Wala, near 1. Rice milling
Kukkerawala, Anjala Road, Amritsar, Punjab 143 2. Rice processing and packaging
001, India
Unit II Haryana Unit- Jind Road, Safidon District, Jind - 1. Rice milling
126 112, Haryana, India 2. Rice processing and packaging
Unit III Delhi Unit - Khasra number 67/9, near Tata Telco service station, Village Alipur, Delhi 110 036, 1. Rice packaging 2. FMCG packaging
India

The following table sets forth information on the aggregate installed capacities and capacity utilization of our Units for rice production for the periods indicated:

For the six months
Particulars ended 2025 (1) September 30, Fiscal 2025 Fiscal 2024 Fiscal 2023
(MT) (MT) (MT) (MT)
Installed Capacity 550,800 550,800 550,800 550,800
Actual Production 134,226 277,908 196,393 178,690
Capacity Utilization 24.37 50.46 35.66 32.44
(%)

As certified by Dharam Vir Mehta, Independent Chartered Engineer pursuant to certificate dated March 12, 2026. (1) Installed capacity for the six months ended September 30, 2025 is not annualized.

All of our Units operate under a food safety management system which complies with the requirements of ISO 22000: 2018. In addition, they are also Hazard Analysis and Critical Control Point ( HACCP ) accredited.

We typically store the basmati paddy and rice in open and covered warehousing facilities (including silos).

We procure basmati paddy primarily from the basmati producing states in northern India, through our own procurement team as well as our extensive and entrenched procurement network consisting of registered procurement agents across various agricultural produce markets known as mandis . Our strong relationships with these procurement agents, combined with the expertise of our Promoters and senior management in basmati procurement and production, enable us to implement a successful procurement strategy. The table below sets out the number of procurement agents we had arrangements with as at dates indicated:

As at
Particulars February 28, 2026 September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Number of procurement agent 325 325 325 325 325

Two of our Promoters, Jagdish Kumar Suri and Rahul Suri, have experience of more than four and three decades in the rice industry, respectively. In 1998-1999, Jagdish Kumar Suri, through his previous sole proprietorship, had received the National Export Awards from the Ministry of Commerce and Industry, in recognition for his outstanding performance in the rice industry in India. Jagdish Kumar Suri is responsible for overseeing our procurement, domestic sales, strategic operations, finance and also responsible for overseeing the strategic growth initiatives and expansion plans of our Company. Rahul Suri is responsible for overseeing the production, export sales, quality control, marketing and other day to day operations of our Company. Furthermore, Ramnika Suri, our Promoter, is responsible for overseeing our marketing and administrative functions. Our Promoters have contributed to the growth trajectory of our Company. For further details, please refer to Our Business Our Competitive Strengths Experienced management team on page 218 and Our Promoters and Promoter Group on page 286.

Set out below are a few key performance indicators:

As at/ For the
Particulars Six months ended September 30, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from operations ( in million) (1) 10,212.46 20,016.47 15,495.24 13,158.48
EBITDA ( in million) (2) 1,057.64 1,636.52 1,096.64 796.93
EBITDA margin (%) (3) 10.36% 8.18% 7.08% 6.06%
Profit after tax (PAT) ( in million) 486.54 608.22 304.05 174.96
PAT Margin (%) (4) 4.76% 3.04% 1.96% 1.33%
Return on equity (%) (5) 11.87% 17.61% 10.27% 6.43
Return on capital employed (%) (6) 9.16% 14.36% 10.41% 7.82%
Total debt ( in million) 7,397.38 7,840.58 7,776.21 6,675.30
Debt to equity ratio (7) 1.68 2.07 2.50 2.38
Inventory days (days) 161 157 168 176
Distributors 484+ 475+ 440+ 430+

Notes:

(1) Revenue from Operations = Reported revenue from operations for the financial year which includes revenue from the same of products and trading. (2) EBITDA = Profit Before Tax + Finance Cost + Depreciation and Amortization Expenses Other Income (3) EBITDA Margin % = EBITDA/ Revenue from Operations (3) PAT Margin = Profit after tax / Revenue from Operations. (4) PAT Margin % = Net Profit for the year/ Revenue from Operations (5) Return on Equity (RoE) % = Net Profit for the year/ Average Total Equity at the beginning and end of the year (6) Return on Capital Employed (RoCE) % = EBIDT / Average Capital Employed at the beginning and end of the year - EBIT = Profit Before Tax + Finance Costs - Average Capital Employed = Total Assets (Current liabilities excluding short term borrowings) (7) Debt to Equity Ratio = Total Debt (Long term debt + Short Term Debt)/ Total Equity

For further details in relation to our business overview, competitive strengths, business strategies and business operations, please see Our Business on page 211.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The results of our operations and our financial conditions are affected by numerous factors and uncertainties, many of which may be beyond our control, including as discussed in Our Business and Risk Factors , beginning on pages

211 and 36. Set forth below is a discussion of certain factors that we believe may be expected to have a significant effect on our financial condition and results of operations:

Availability and cost of raw materials

Our business operations are primarily dependent on our ability to source raw materials at acceptable prices and maintain a stable and sufficient supply of our major raw materials i.e. basmati paddy and unfinished rice.

The following table sets forth our cost of materials consumed in the periods indicated:

Six months ended September 30, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars In million As a % of total expenses In million As a % of total expenses In million As a % of total expenses In million As a % of total expenses
Cost of materials consumed 8,419.11 87.58 17,313.49 90.00 12,551.36 83.01 11,118.25 85.88

We are required to complete most of our annual procurement of our primary raw material, paddy crop, during the peak harvesting season of paddy, i.e. period between September and January as paddy crop is grown once a year. We do not have long-term or continuing contractual arrangements with our suppliers and rely on purchase orders for the procurement of raw materials. In the event we are unable to procure and store raw materials during the peak season in a timely manner or at all and at a commercially reasonable price, we, may have to incur additional procurement costs which may not be commercially favourable for us.

Further, the price and availability of such raw materials depend on several factors beyond our control, including overall economic conditions, change in climate conditions, market demand and competition for such materials, production and transportation cost, duties and taxes. In addition, while competition for procuring raw material may result in an increase in raw material prices, our ability to pass on such increases in overall operational costs may be limited. Furthermore, any increase in the cost of raw materials could result in a reduction of our profit margins.

Maintaining inventory levels and storage of inventories

A significant portion of the basmati rice inventory requires ageing of typically for 3 to 24 months to ensure as the quality of rice improves with time, enabling our company to command premium pricing. Further, we are also required to complete most of our annual procurement of our primary raw material, paddy crop, during the peak harvesting season of paddy, i.e. period between September and January as paddy crop is grown once a year. As a result, our inventory turnover days have been high.

The table below sets out certain financial information relating to our inventory management for the periods indicated:

Particulars Six months ended September 30, 2025 (1) Fiscal 2025 Fiscal 2024 Fiscal 2023
Inventory as a percentage of current assets (%) 60.84 63.95 67.49 63.90
Inventory turnover days (days) (2) 161 157 168 176

(1) Not Annualized

(2) Inventory turnover days = 365/ (Revenue from Operations/average inventory at the beginning and end of the year)

We are required to maintain adequate inventory levels of raw materials at all times to meet customer expectations and ensure continuity of operations. However, our raw material inventory, primarily consisting of paddy crop, is vulnerable to a variety of risks including crop diseases caused by fungi, bacteria, and viruses, as well as infestations from insects, larvae, and rodents. Any inability to effectively safeguard our inventory against such risks may lead to spoilage, loss of stock, increased costs, and disruption in our supply chain, which could adversely affect our operations. Further, if we are unable to procure sufficient raw materials at reasonable cost our growth plans, business, results of operations and financial condition could be adversely affected. Inaccurate forecasting of demand or inefficiencies in managing inventory levels could lead to overproduction or stockpiling of obsolete components, which could result in increased storage costs or write-offs, negatively impacting profitability. Likewise, failure to have adequate inventory in stock to fulfil customer orders could result in inability to meet customer demand or loss of customers, leading to possible loss of future revenue.

Distribution network

Our business is primarily driven by our business-to-consumer (B2C) operations, wherein our products reach our consumers through our distribution network. Our B2C operations comprise of general trade channels, modern trade channels and e-commerce channels. We service our general trade channel via our distributors, who in turn sell to retail outlets, wholesale and retail agents, modern trade, hotels, restaurant chains, hospitals, etc. Our modern trade channel includes arrangements with retail players. Other than B2C operations, we also sell our products directly to end-customers through our D2C operations, which mainly comprise of sales to institutional customers through our sales team and to end-consumers through our Companys website.

We presently do not have any long-term arrangements with any of our distributors and we cannot assure you that we will be able to sell the quantities we have historically supplied such distributors or that they will not place orders with our competitors. As we rely on historical trends and other indicators to purchase the required quantities of raw materials during the harvesting season, we run the risk of purchasing more raw materials than is required in our operations, which could materially affect our results of operations. In addition, our distributors could change their business practices or seek to modify the trading terms which we have previously agreed with them, including in relation to their payment terms. In the event our distributors experience any delays in placing orders with us, do not effectively market our products, or if they prefer to market the products of our competitors instead, our products may not attain as much reach as our competitors in the market and we may lose consumers and thereby our market share which could have a material adverse effect on our business growth and prospects, financial condition and results of operations. Any failure or delay in collecting outstanding payments or misappropriation of dues by our distributors could have a material adverse effect on our liquidity and results of operations.

Competition

We expect competition in the basmati rice sector to further intensify due to the pressures on basmati rice companies to expand and consolidate. Large and organized producers of basmati rice are may be more successful than smaller and fragmented producers due to the working capital requirements and lead time required to set up processing plants as well as the benefits that economies of scale bring to basmati paddy procurement, processing know-how, access to capital and client relationships. We expect competition from other Indian basmati rice producers to continue to intensify as they expand to take advantage of economies of scale. As per Company commissioned CARE Report, Indias basmati rice exports will be key monitorable in 2024 after nearing a record high in 2023 due to increased competition from Pakistan, which is offering the grain at more competitive prices. Increased consolidation and organization among companies in the basmati rice market could significantly increase competition and adversely affect our market share and business. If increased competition leads to a decline in demand for our products, we may be compelled to lower our prices, which could reduce our profit margins and negatively impact our operating results.

Factors affecting our exports

A significant portion of our income is derived from our export of basmati rice. If there is an economic slowdown or other factors that affect the economic health of our key exporting countries, our export customers may reduce or postpone their requirements significantly, which may in turn lower the demand for our products and have a material adverse effect on our revenues and profitability. Our exports are also exposed to certain political and other related risks inherent, including exposure to potentially unfavourable changes in tax rates or other laws, introduction of new laws, regulations and practices, partial or total expropriation or other government actions, and the risks of war, terrorism and other civil disturbances for which our Company carries no insurance coverage. Any change in overseas government policies and regulations including any ban imposed on particular variety of rice by the government might have an adverse impact on our exports. The loss of any significant export rice market because of these events or conditions could have a material adverse effect on our business, results of operations and financial condition

Production capacities and operating efficiencies

As on the date of this Red Herring Prospectus, our Company operates two processing facilities and one packaging facilities strategically located spread across the states of Punjab, Haryana and Delhi. These Units are strategically located to optimise the sourcing of our raw materials and to enable efficient logistics management. Our processing facilities are automated and equipped with the advanced machinery that has helped us significantly increase production efficiencies in many instances and ensure quality of our products. Any slowdown or interruption to our processing operations or under-utilization of our existing processing facilities may have an adverse impact on our business and financial performance. Factors that may impact operations at our processing facilities, include operational risks beyond our control, including power shortages, labour disputes, natural disasters, industrial accidents and compliance with regional and national regulatory requirements. Any breakdown or obsolescence in the equipment in our processing facilities may interrupt our processing process

SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF PREPARATION

Our Companys Restated financial statements and information have been prepared in accordance with Indian Accounting Standards (IndAS) as prescribed under Section 133 of the Companies Act ,2013 read with Companies (Indian Accounting Standards) Rules ,2015 and Companies (Indian Accounting Standards) (Amendment) Rules, 2016 and relevant provisions of the Companies Act, 2013 and the provisions of the RBI guidelines/regulations to the extent applicable on an accrual basis. The Company adopted Indian Accounting Standards (IndAS) as prescribed under Section 133 of the Companies Act, 2013 w.e.f. April 1, 2021 .

The financial statements have been prepared on a historical cost convention except for the certain financial assets & liabilities measured at fair value (refer accounting policy regarding financial instruments) at the end of each reporting period as explained in the accounting policies below.

The financial statements are presented in Indian Rupees (Rs.), which is also the Companys functional currency and all values are recorded to the nearest Millions, except where otherwise indicated.

Accounting policies followed in the preparation of these financial statements are consistent with the previous year. And there are no changes in accounting policies in any of the last three financial years and for the period ended September 30, 2025.

The Restated Consolidated Financial Information have been prepared by the Management of the Group for the purpose of inclusion in this Red Herring Prospectus ( RHP ) filed by the Company with the Securities and Exchange Board of India ( SEBI ), National Stock Exchange of India Limited and BSE Limited in connection with proposed Initial Public Offering ( IPO ) of its equity shares of the Company having a face value of 10, comprising of a fresh issue of equity shares (the Issue ).

The Restated Consolidated Financial Information, which have been approved by the Board of Directors of the Company, have been prepared in accordance with the requirements of : (a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended ( the Act ); (b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018

( SEBI ICDR Regulations ) as amended from time to time; and

(c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (ICAI) as amended (the Guidance Note )

Restated Consolidated Financial Information:

(a) do not require any adjustments for the changes in accounting policies or material errors

(b) do not require any adjustment for modification as there is no modification in the underlying audit report.

(c) appropriate regroupings have been made retrospectively in the financial year ended March 31, 2025, March 31, 2024 and March 31, 2023, in order to bring them in line with the presentation as per the Audited consolidated financial statement for the period ended September 30, 2025

These Restated Consolidated Financial Information have been prepared for the Group as a going concern basis These Restated Consolidated Financial Information have been compiled from: (a) Audited Consolidated Ind AS financial statements of the Group as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023; (b) Audited Consolidated Special Purpose Interim IND AS Financial Statement of the Group for the period ended September 30, 2025.

Principles of Consolidation

(a) The financial statements of the Company and its subsidiaries are combined on a line-by-line basis by adding together like items of assets, liabilities, equity, incomes, expenses and cash flows, after fully eliminating intra-group balances and intragroup transactions. (b) Profits or losses resulting from intra-group transactions that are recognised in assets, such as Inventory and Property, Plant and Equipment, are eliminated in full.

B. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the financial statements in conformity with Indian Accounting Standards (IndAS) requires management to make judgments, estimates and assumptions that affect the reported amount of assets and liabilities as of the balance sheet date, reported amounts of revenues and expenses for the period ended and disclosure of contingent liabilities as of the balance sheet date along with their disclosures. The estimates and assumptions used in these financial statements are based upon managements evaluation of the relevant facts and circumstances as on the date of the financial statements. Existing circumstances and assumptions about future developments, however may change due to market changes or circumstances arising that are beyond the control of the Company. Actual results may differ from those estimates. Any revision to accounting estimates is recognized prospectively. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below .

Taxes

Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments .

Employee benefit plans

The cost of defined benefit gratuity plan and other post-employment benefits are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate; future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. The mortality rate is based on publicly available mortality tables for India. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates.

Estimation of provisions and contingencies

Provision for expected credit losses of trade receivables and contract assets Impairment of financial assets The impairment provision for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Companys past history, existing market conditions as well as forward looking estimates at the end of each reporting period. Estimated impairment allowance on trade receivables is based on the aging of the receivable balances and historical experiences. Individual trade receivables are written off when management deems them not to be collectible.

C. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1) Current versus non-current classification

The Company presents assets and liabilities in the consolidated balance sheet based on current/ noncurrent classification.

An asset is treated as current when it is:

(i) Expected to be realised or intended to be sold or consumed in normal operating cycle, (ii) Held primarily for the purpose of trading, (iii) Expected to be realised within twelve months after the reporting period, or

(iv) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period All other assets are classified as non-current.

A liability is current when:

(i) It is expected to be settled in normal operating cycle, (ii) It is held primarily for the purpose of trading,

(iii) It is due to be settled within twelve months after the reporting period, or

(iv) There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as noncurrent assets and liabilities.

Operating cycle for current and non-current classification

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Company has identified twelve months as its operating cycle.

2) Fair value measurement of financial instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

(i) In the principal market for the asset or liability, or

(ii) In the absence of a principal market, in the most advantageous market for the asset or liability

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the consolidated financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities

Level 2 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable. Level 3 Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

In determining the fair value or its financial instruments, the Company uses a variety of methods and assumptions that are based on market conditions and risks existing at each reporting date. The methods used to determine fair value includes discounted cash flow analysis, available quoted market prices and dealer quotes. All methods of assessing fair value result from general approximation of value and the same may differ from the actual realised value.

3) REVENUE RECOGNITION

The Company is engaged in the business of processing, packaging and trading of Rice and other Fast-moving consumer goods, the portfolio of the business can be broadly categorised into Rice and other Fast-moving consumer product.

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties, if any. The Company recognizes revenue when it transfers control over a product or service to a customer.

The standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer. As required by Ind-AS 115 a five-step process must be applied before revenue can be recognised: 1) identify contracts with customers 2) identify the separate performance obligation 3) determine the transaction price of the contract 4) allocate the transaction price to each of the separate performance obligations, and 5) recognise the revenue as each performance obligation is satisfied.

Sale of Goods

Sale of goods is recognized when control of the goods has transferred to the customers, depending on individual terms. i.e. at the time of dispatch, delivery or formal customer acceptance depending on agreed terms. Sales are recognised net of Goods and Service tax, trade discounts.

Royalty Income

Royalty Income is recognised based on agreements/arrangements with the customers as the service is performed using the proportionate completion method, when no significant uncertainty exists regarding the amount of the consideration that will be derived from rendering the service and is recognised net of applicable taxes.

Dividend income

Dividend is recognised when the Companys right to receive the payment is established, which is generally when shareholders approve the dividend.

Interest income

Interest income is recognized using the time proportion method based on the rates implicit in the transaction.

4) PROPERTY PLANT & EQUIPMENT (PPE)

Tangible Assets:

Property Plant & Equipment are stated at cost of acquisition less accumulated depreciation and impairment loss, if any. The cost of acquisition includes direct cost attributable to bringing the assets to their present location and working condition for their intended use. The cost of fixed assets includes interest on borrowings attributable to acquisition of qualifying fixed assets up to the date the asset is ready for its intended use and other incidental expenses incurred up to that date and excludes any tax for which input credit is taken.

Subsequent expenditure is capitalised only when it increases the future economic benefits for its intended from the existing assets beyond its previously assessed standard of performance. When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives and capitalises cost of replacing such parts if capitalisation criteria are met. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

Gains or losses arising from derecognition of property, plant and equipment are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the Statement of Profit and Loss when the asset is derecognized.

Assets individually costing Rs. 5000 or less are expensed out in the year of acquisition.

Intangible Assets:

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. The amortization period and the amortization method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from previous estimates, the amortization period is changed accordingly.

5) DEPRECIATION

Depreciation on Tangible assets:

Depreciation is provided on the written down value method over the useful life of the assets as specified in Schedule II of the Companies Act, 2013. Depreciation is charged on a pro-rata basis from / up to the date of acquisition /sale or disposal.

The Company has used the following useful lives as prescribed in Schedule II of the Companies Act, 2013:

Asset Class Details
Freehold land Not Depreciable
Building 30 Years/ 60 Years
Plant & Equipment 15 Years/ 25 Years
Electrical Installations 10 Years
Office Equipment 5 Years
Furniture & Fixtures 10 Years
Computers and data processing equipment\u2019s 3 Years/ 6 Year
Vehicle 8 Years/ 10 Years

6) IMPAIRMENT OF ASSETS

As at the end of each accounting year, the Company reviews the carrying amounts of its non-financial assets to determine whether there is any indication that those assets have suffered an impairment loss. If such indication exists, the said assets are tested for impairment so as to determine the impairment loss, if any. The intangible assets with indefinite life are tested for impairment each year.

Impairment loss is recognised when the carrying amount of an asset exceeds its recoverable amount. Recoverable amount is determined:

(i) In the case of an individual asset, at the higher of the net selling price and the value in use; and

(ii) In the case of a cash generating unit (a group of assets that generates identified, independent cash flows), at the higher of the cash generating units net selling price and the value in use.

The amount of value in use is determined as the present value of estimated future cash flows from the continuing use of an asset and from its disposal at the end of its useful life. For this purpose, the discount rate (pre-tax) is determined based on the weighted average cost of capital of the Company suitably adjusted for risks specified to the estimated cash flows of the asset).

For this purpose, a cash generating unit is ascertained as the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. If recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, such deficit is recognised immediately in the Statement of Profit and Loss as impairment loss and the carrying amount of the asset (or cash generating unit) is reduced to its recoverable amount.

When an impairment loss subsequently reverses, the carrying amount of the asset (or cash generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss is recognised for the asset (or cash generating unit) in prior years. A reversal of an impairment loss is recognised immediately in the Statement of Profit and Loss.

7) FINANCIAL INSTRUMENTS

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement

All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.

Subsequent measurement of financial assets:

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification financial assets.

Following are the categories of financial instrument:

a) Financial assets at amortised cost b) Financial assets at fair value through other comprehensive income (FVTOCI) c) Financial assets at fair value through profit or loss (FVTPL)

a) Financial assets at amortised cost

Financial assets are subsequently measured at amortised cost using the effective interest rate method if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in the statement of profit or loss. The losses arising from impairment are recognised in the profit or loss. This category generally applies to trade and other receivables, loans and other financial assets. b) Financial assets at fair value through other comprehensive income (FVTOCI)

Debt financial assets measured at FVOCI: Debt instruments are subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in the other comprehensive income (OCI). However, the Company recognizes interest income, impairment losses & reversals and foreign exchange gain or loss in the Statement of Profit and Loss. On derecognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to Statement of Profit and Loss. Interest earned whilst holding FVTOCI financial assets is reported as interest income using the EIR method.

c) Financial assets at fair value through profit or loss (FVTPL)

Investments in equity instruments are classified as at FVTPL, unless the Company irrevocably elects on initial recognition to present subsequent changes in fair value in other comprehensive income for investments in equity instruments which are not held for trading. Other financial assets such as unquoted Mutual funds are measured at fair value through profit or loss unless it is measured at amortised cost or at fair value through other comprehensive income on initial recognition.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e. removed from the Companys balance sheet) when:

a) the rights to receive cash flows from the asset have expired, or b) the Company has transferred its rights to receive cash flows from the asset, and (i) the Company has transferred substantially all the risks and rewards of the asset, or

(ii) the Company has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the

Company continues to recognize the transferred asset to the extent of the Companys continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

On derecognition of a financial asset in its entirety, the differences between the carrying amounts measured at the date of derecognition and the consideration received is recognised in the Statement of Profit and Loss.

Impairment of financial assets

In accordance with Ind AS 109, the Company applies expected credit loss ( ECL ) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure: a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, deposits, trade receivables and bank balance b) Financial assets that are debt instruments and are measured at FVTOCI. c) Financial guarantee contracts which are not measured as at FVTPL.

The Company follows simplified approach for recognition of impairment loss allowance on trade receivables. The application of simplified approach does not require the Company to track changes in credit risk.

Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date.

ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. When estimating the cash flows, an entity is required to consider:

1. All contractual terms of the financial instrument (including prepayment, extension, call and similar options) over the expected life of the financial instrument. However, in rare cases when the expected life of the financial instrument cannot be estimated reliably, then the entity is required to use the remaining contractual term of the financial instrument

2. Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the

Statement of Profit and Loss. This amount is reflected under the head other expenses in the Statement of Profit and

Loss. In the balance sheet, ECL is presented as an allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset meets write-off criteria, the Company does not reduce impairment allowance from the gross carrying amount.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Companys financial liabilities include trade and other payables, loans and borrowings.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss Financial liabilities at fair value through profit or loss include financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ losses are not subsequently transferred to P&L. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit or loss. The Company has not designated any financial liability as at fair value through profit and loss. Gains or losses on liabilities held for trading are recognised in the profit or loss Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/losses are not subsequently transferred to P&L. However, the Group may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit or loss.

Loans and borrowings

This is the category most relevant to the Company. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss. This category generally applies to borrowings.

De-recognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss.

Financial guarantee contracts

Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognised less cumulative amortisation.

Reclassification of financial assets

The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. The Companys senior management determines change in the business model as a result of external or internal changes which are significant to the Companys operations. Such changes are evident to external parties. A change in the business model occurs when the Company either begins or ceases to perform an activity that is significant to its operations. If the Company reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Company does not restate any previously recognised gains, losses (including impairment gains or losses) or interest.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

8) Inventories

The Inventories have been valued at cost or net realizable value whichever is lower. The Inventory is physically verified by the management at regular intervals. Cost of Inventory comprises of Cost of Purchase, Cost of Conversion and other Costs incurred to bring them to their respective present location and condition.

9) Employee Benefit Expenses

Short term employee benefits

All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages and short term compensated absences, etc. and the expected cost of ex-gratia are recognised in the period in which the employee renders the related service.

Defined Benefit Plan

Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation on Projected Unit Credit Method made at the end of the financial year. Actuarial gains and losses for both defined benefit plans are recognized in full in the period in which they occur in the statement of OCI.

Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the consolidated balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to profit or loss in subsequent periods.

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognises the following changes in the net defined benefit obligation as an expense in the Statement of Profit and Loss:

Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and

Net interest expense

10) Taxation

Current Tax:

Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India. Current income tax relating to items recognised outside profit or loss are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred Tax:

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to the taxes on income levied by same governing taxation laws.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit and loss (either in other comprehensive income or in equity).

11) Borrowing costs

Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds including interest expense calculated using the effective interest method.

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset until such time as the assets are substantially ready for the intended use or sale. All other borrowing costs are expensed in the period in which they occur.

12) Provisions, Contingent Liabilities & Contingent Assets

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain.

The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

A provision for onerous contracts is recognised when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Company recognises any impairment loss on the assets associated with that contract.

Contingent liability is disclosed in the case of:

a present obligation arising from past events, when it is not probable that an outflow of resources will be required to see the obligation.

a present obligation arising from past events, when no reliable estimate is possible:

a possible obligation arising from past events, unless the probability of outflow of resources is remote. A contingent asset is disclosed where an inflow of economic benefits is probable. Provisions, contingent liability & contingent asset are reviewed at each balance sheet.

13) Earnings Per Share

Basic earnings per share is calculated by dividing the net profit after tax by the weighted average number of equity shares outstanding during the year. Diluted earing per share adjusts the figures used in determination of basic earnings per share to take into account the conversion of all dilutive potential equity shares.

14) Leases

Where the Company is lessee

The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

Right-of-use assets

The Company recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets The right-of-use assets are also subject to impairment.

Lease Liabilities

At the commencement date of the lease, the company recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating the lease, if the lease term reflects the Company exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

Short-term leases and leases of low-value assets

The Company applies the short-term lease recognition exemption to its short-term leases (i.e. Those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.

15) Investment in Shares of Company

ACJK Foods Private Limited was incorporated as Wholly Owned Subsidiary on November 11, 2020.

16) Events after reporting date

Where events occur after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of such events is adjusted with the Restated Consolidated Financial Information. Otherwise, events after the balance sheet date of material size or nature are only disclosed.

NON-GAAP MEASURES:

EBITDA, EBITDA Margin, Return on Capital Employed (ROCE), and Return on Equity (ROE) (collectively referred to as Non-GAAP Measures ) presented in this Red Herring Prospectus are supplemental disclosures and are not recognized measures under Ind AS, Indian GAAP, IFRS, or US GAAP. We have included these Non-GAAP Measures because we believe they provide meaningful insights into our operating performance and unit economics and are used by management to monitor and evaluate our business.

However, since these measures are not defined under any accounting standards, their calculation may vary across companies and industries. As such, they should not be viewed in isolation or considered as alternatives to the financial information prepared and presented in accordance with Ind AS, including metrics such as profit for the period, cash flows, or any other measure of financial performance or liquidity.

Due to the lack of standardization, comparisons of these Non-GAAP Measures with similarly titled metrics presented by other companies may not be meaningful and may limit their usefulness as comparative performance indicators. Accordingly, undue reliance should not be placed on these Non-GAAP Measures

For further details on Non-GAAP Measures, see Other Financial Information Non-GAAP measures on page 357.

PRINCIPAL COMPONENTS OF OUR STATEMENT OF PROFIT AND LOSS

Set forth below are the key components of our statement of profit and loss from our continuing operations from our restated consolidated statement of profit and loss for the six months ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023:

Income

Our total income comprises (i) revenue from operations; and (ii) other income.

Revenue from Operations

Revenue from operations comprises (i) sale of products which includes sale of rice, FMCG and other products such as packing material and other products including by products; (ii) sale of services i.e. job work receipts from processing of paddy & rice and (iii) other operating revenues which includes insurance/ shipping cost on rice sale which is form part of landed cost of goods export incentives, commission income facilitation and support services provided and custom duty on export sales.

The Company is mainly engaged in the business of exporting rice & activities connected and incidental thereto. On that basis, the Company has only one reportable business segment Rice trading, the results of which are embodied in the financial statements. For details of segment reporting, refer Managements Discussion and Analysis of

Financial Position and Results of Operations- Segment Reporting on page 395 below.

Other Income

Other income includes (i) income received by way of interest through fixed deposit, interest received on security deposit and interest received from customers; and (ii) other non-operating income which includes duty draw back refund, foreign exchange gain, profit on sale of fixed assets, sale of solar power energy and sale of scrap.

Expenses

Our expenses primarily comprise of direct expenditure i.e. (i) cost of materials consumed; (ii) purchases of stock in trade; (iii) changes in inventories of finished goods ,work in progress & stock-in-trade (iv) employee benefits expenses; (v) finance cost (vi) depreciation and amortization expenses; and (vii) other expenses viz. direct & manufacturing expenses, administrative & general expenses and selling & distribution Expenses.

Costs of materials consumed

Cost of material consumed consists of changes in raw materials inventory. Primary raw materials include paddy, rice, bardana and wheat.

Purchase of stock-in-trade

Purchase of stock in trade consists of FMCG goods viz. sugar, flour (Aata), besan, maida, sooji and salt.

Changes in inventories of finished goods, work-in-progress and stock-in-trade

Changes in inventories of finished goods, work-in-progress and stock-in-trade consists of (i) opening inventories (finished goods, by products, stock-in-trade and work-in-progress); and (ii) closing inventories (finished goods, by products, stock-in-trade and work-in-progress).

Employee benefits expense

Employee benefits expense primarily comprises (i) salaries and wages; (ii) bonus; (iii) contribution to provident fund; (iv) gratuity; (v) staff welfare expenses; (vi) other employee related expenses viz. staff welfare expenses, staff extra benefit, labour welfare fund, ESI contribution , insurance Charges, employee medical expenses etc.

Finance Costs

Finance costs comprises (i) interest on borrowings; and (ii) other borrowing costs i.e. bank charges and other interest charges viz. interest on delay payment of suppliers, TDS and GST.

Depreciation and Amortization Expense

Depreciation and amortization expenses comprise (i) depreciation on property, plant and equipment; and (iii) amortization of intangible assets.

Other Expenses

Other expenses comprises: (i) direct and manufacturing expenses which includes (a) power and fuel expenses incurred towards our manufacturing and processing process ; (b) repairs and maintenance charges towards other viz . charges related to maintenance godowns, building & electric repairs;(c) repairs and maintenance charges for plant and machinery; (d) freight charges incurred towards import and local transportation of goods; (d) warehousing expenses and (e) other manufacturing cost viz. cost related to production, packaging, and consumables; and

(ii) administrative and general expenses which includes (a) payment to auditors towards statutory audit, tax audit and other compliance matters; (b) books periodicals (c) computer maintenance; (d) CSR expenses; (e) fees and taxes incurred towards fees paid to get certifications and other government stamp duty and license fees; (f) festival expense; (g) foreign exchange loss; (h) general expenses such as miscellaneous expenses, overheads relates to day-to-day operating costs which expenditure not covered under any appropriate heads of expenses like garden expenses, office supplies etc; (i) GST, sales tax & service tax expenses; (j) insurance expenses; (k) legal and professional charges; (l) office and general maintenance cost; (m) postage and courier; (n) printing and stationery; (o) rent for office and others viz. rent for Registered Office & rent for accommodation cost to staff;(p) safety and security expenses incurred towards security guard deputation expenses at offices, units and godowns; (q) subscription and membership fees incurred towards renewal of membership with various associations and software/tools; (r) telephone, mobile and telex expenses; (s) travelling and conveyance expenses; and (t) vehicle running expenses and

(iii) selling and distribution expenses which includes (a) advertisement; (b) brokerage paid on sale of goods (c) business and marketing expenses; (d) clearing and forwarding charges; (e) custom duty on exports; (f) freight outward; (g) inspection fees and charges for part of logistics and customs-related expenses; (h) rebate and discounts; and (i) ship freight.

(Remainder of this page has been intentionally left blank)

RESULTS OF OPERATIONS

The following table sets forth our selected financial data from our restated consolidated statement of profit and loss for the six months ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, the components of which are also expressed as a percentage of total income for such years:

Particulars Six months September 30, 2025 2025 Fiscals 2024 2023
Amount (In million) % of Total Income Amount (In million) % of Total Income Amount (In million) % of Total Income Amount (In million) % of Total Income
Income
Revenue from operations 10,212.46 99.70% 20,016.47 99.88% 15,495.24 99.88% 13,158.48 99.85%
Other income 30.51 0.30% 23.82 0.12% 18.97 0.12% 20.13 0.15%
Total Income 10,242.97 100.00% 20,040.28 100.00% 15,514.21 100.00% 13,178.61 100.00%
Expenses
Cost of materials consumed 8,419.11 82.19% 17,313.49 86.39% 12,551.36 80.90% 11,118.25 84.37%
Purchases of stock-in- trade 21.78 0.21% 42.70 0.21% 26.42 0.17% 40.46 0.31%
Changes in inventories of finished goods, work in progress & stock-in-trade 214.44 2.09% (388.01) (1.94) % 422.64 2.72% (101.34) (0.77)%
Employee benefits expenses 64.01 0.62% 140.19 0.70% 122.23 0.79% 108.32 0.82%
Finance costs 425.75 4.16% 787.81 3.93% 649.01 4.18% 511.28 3.88%
Depreciation and amortization expenses 32.13 0.31% 70.25 0.35% 73.37 0.47% 73.34 0.56%
Other expenses 435.48 4.25% 1,271.58 6.35% 1,275.94 8.22% 1,195.86 9.07%
Total Expenses 9,612.69 93.85% 19,238.01 96.00% 15,120.98 97.47% 12,946.17 98.24%
Profit/ (loss) before 630.28 6.15% 802.28 4.00%
393.23 2.53% 232.44 1.76%
exceptional items and tax
Exceptional items - - - - - - - -
Profit / (Loss) before tax 630.28 6.15% 802.28 4.00% 393.23 2.53% 232.44 1.76%
Tax Expense:
a) Current tax 147.20 1.44% 193.00 0.96% 96.00 0.62% 65.5 0.50%
b) Deferred tax/ (Income) (3.47) (0.03) % (9.98) (0.05) % (9.71) (0.06)% (8.03) (0.06)%
Particulars Six months September 30, 2025 2025 Fiscals 2024 2023
Amount (In million) % of Total Income Amount (In million) % of Total Income Amount (In million) % of Total Income Amount (In million) % of Total Income
c) Short/Excess Payment of tax in previous periods - - 11.03 0.06% 2.89 0.02% 0.01 0.00%
Total tax expense 143.73 1.40 % 194.05 0.97 % 89.18 0.57% 57.48 0.44%
Profit / (Loss) for the 486.54 4.75 % 608.22 3.03 %
year / period Other Comprehensive 304.05 1.96% 174.96 1.33%
Income/ (Loss)
i. Items that will not be reclassified to Profit or 0.74 0.01% 3.97 0.02% 2.81 0.02% 0.02 0.00%
Loss ii. Income Tax relating to items that will not be (0.19) 0.00% (0.77) 0.00% (0.50) 0.00% (0.00) 0.00%
reclassified to Profit or
Loss i Items that will be reclassified to Profit or - - - - - - - -
Loss
iv. Income Tax relating to items that will be reclassified to Profit or - - - - - - - -
Loss
Total Other 0.56 0.01% 3.21 0.02% 2.31 - -
Comprehensive Income/ 0.02
(Loss)
Total Comprehensive 487.10 4.76% 611.43 3.05% 0.01% 0.00%
Income 306.36 174.98

SIX MONTHS ENDED SEPTEMBER 30, 2025

Set forth below is a discussion of our results of operations, on the basis of amounts derived from our Restated Consolidated Financial Statements for the six months ended September 30, 2025:

Income

Our total income for the six months ended September 30, 2025, was 10,242.97 million. It comprised of (i) revenue from operations and (ii) other income.

Revenue from Operations

Our revenue from operations for the six months ended September 30, 2025, was 10,212.46 million comprised of revenue from (i) sale of rice of 10,121.20 million, FMCG of 22.46 million and other products viz. sale of by products & sale of packing material amounting to 41.16 million; (ii) sale of services i.e. job work receipts from processing of paddy & rice of Nil and (iii) other operating revenues which includes insurance/ shipping cost on rice sale of 1.19 million, export incentives of 26.45 million, commission income from facilitation and support services provided of Nil and custom duty on export sales of Nil.

Other Income

Our other income for the six months ended September 30, 2025, was 30.51 million. This comprised of (i) income received by way of interest on fixed deposit 4.54 million, interest received on security deposit of Nil and interest received from customers of Nil; and (ii) other non-operating income which includes duty draw back refund of

0.36 million, foreign exchange gain of 22.85 million, profit on sale of fixed assets of 2.65 million, sale of solar power energy of 0.11 million and sale of scrap of Nil.

Expenses

Our total expenses for the six months ended September 30, 2025 was 9,612.69 million and comprised of (i) cost of materials consumed; (ii) purchases of stock in trade; (iii) changes in inventories of finished goods ,work in progress & stock-in-trade (iv) employee benefits expenses; (v) finance cost (vi) depreciation and amortization expenses; and (vii) other expenses.

Costs of materials consumed

Our cost of material consumed for the six months ended September 30, 2025 was 8,419.11 million.

Purchase of stock-in-trade

Purchase of stock in trade of FMCG goods for the six months ended September 30, 2025 was 21.78 million.

Changes in inventories of finished goods, work-in-progress and stock-in-trade

Changes in inventories of finished goods, work-in-progress and stock-in-trade for the six months ended September 30, 2025 was 214.44 million.

Employee benefits expense

Our total expenses towards employee benefits for the six months ended September 30, 2025 was 64.01 million. This comprised majorly of salaries and wages of 51.58 million due to increase in number of employees in-line with growth in operations. Other expenses comprised of (i) bonus of 0.01 million; (ii) contribution to provident fund of 0.89 million; (iii) gratuity of 0.26 million; (iv) staff welfare expenses of 1.64 million; (v) other employee related expenses viz. staff extra benefit, L.W.F, & ESI contribution, insurance charges, employee medical expenses, etc. of 9.64 million.

Finance Costs

Our total finance costs for the six months ended September 30, 2025 was 425.75 million and comprised (i) interest expense on borrowings of 387.54 million for term loan and working capital loan; and (ii) other borrowing costs i.e. bank charges of 38.20 million and other interest charges viz. interest on delay payment to suppliers , TDS and GST of 0.01 million.

Depreciation and Amortization Expense

Our depreciation and amortization expenses for the six months ended September 30, 2025 was 32.13 million and comprised of (i) depreciation on property, plant and equipment of 32.13 million; and (iii) amortization of intangible assets of Nil.

Other expenses

Our other expenses for the six months ended September 30, 2025 was 435.48 million comprised (i) direct and manufacturing expenses of 124.18 million (ii) administrative and general expenses of 73.44 million and (iii) selling and distribution expenses of 237.86 million.

Direct and manufacturing expenses include (i) power and fuel expenses of 34.02 million, (ii) repairs and maintenance charges of 11.76 million, (iii) freight charges of 12.063 million, (iv) warehousing expenses of 14.79 million and (v) other manufacturing costs of 51.55 million.

Administrative and general expenses primarily include (i) legal and professional expenses of 16.62 million, (ii) GST, sales tax and service tax expenses of 10.96 million, (iii) fees and taxes of 14.77 million, (iv) travelling and conveyance expenses of 5.70 million, (v) insurance expenses of 8.50 million, (vi) festival expenses of 0.13 million, (vii) safety and security expenses of 3.11 million, (viii) vehicle running expenses of 1.48 million, (ix) office and general maintenance charges of 1.82 million, (x) foreign exchange loss of Nil and (xi) payment to auditors for statutory and tax audit of 0.26 million.

Selling and distribution expenses includes (i) clearing and forwarding charges of 44.20 million, (ii) freight outward of 42.71 million, (iii) ship freight of 67.26 million, (iv) custom duty (exports) of Nil million, (v) advertisement and business marketing expenses aggregating to 33.87 million, (vi) brokerage of 31.03 million, (vii) rebate and discount of 10.77 million and (vii)inspection fees of 8.02 million.

Restated profit before tax

Our restated profit before tax for the six months ended September 30, 2025, was 630.28 million.

Tax Expenses

Our total tax expense for the six months ended September 30, 2025, was 143.73 million. This comprised (i) current tax expense of 147.20 million; (ii) deferred tax of (3.47) million and (iii) short/excess payment of tax in previous periods of Nil.

Restated profit after tax for the period

For the reasons discussed above, our restated profit for the six months ended September 30, 2025, was 486.54 million.

FISCAL 2025 COMPARED TO FISCAL 2024

Set forth below is a discussion of our results of operations, on the basis of amounts derived from our Restated Consolidated Financial Information for Fiscal 2025 and Fiscal 2024:

Income

Our total income which primarily included revenue from operations and other income increased by 29.18% from

15,514.21 million in Fiscal 2024 to 20,040.28 million in Fiscal 2025, for the reasons mentioned below:

Revenue from Operations

Our revenue from operations grew by 29.18% from 15,495.24 million in Fiscal 2024 to 20,016.47 million in

Fiscal 2025. The primary reason for increase in revenue from operations are (i) increase in revenue from sale of rice by 30.18% from 15,095.52 million in Fiscal 2024 to 19,651.08 in Fiscal 2025. The increase in the revenue was mainly attributable to the domestic sales which rose by 70.30% from 7,255.24 millions in fiscal 2024 to 12,355.82 millions in Fiscal 2025. Exports in the rest of the world rose by 176.52% to 3628.48 million in Fiscal 2025 from 1,312.18 million in Fiscal 2024.

Other factors contributing to the increase in revenue from operations are (ii) increase in sale of FMCG products by 48.20% from 29.12 in Fiscal 2024 to 43.15 in Fiscal 2025 due to increase in sale volume, expansion of customer base, higher market penetration, and visible brand recognition, (iii) increase in sale of other products by

21.56% from 116.37 in Fiscal 2024 to 141.45 in Fiscal 2025 on account of higher realization from by-products generated in the ordinary course of operations.

The increase was offset by (i) absence of income from job work receipts due to Changing customer preferences, and Fluctuations in processing demand across seasons and regions, (ii) decrease in shipping cost on sale of sale of rice by 25.50% from 3.67 million in Fiscal 2024 to 2.73 million in Fiscal 2025 due to regional demand and better rates provided by the logistics company, (iii) decrease in receipt of export incentives by 26.96% from

72.09 million in Fiscal 2024 to 52.66 million in Fiscal 2025 due to changes in incentive rates and policies, (iv) decrease in commission income from facilitation and support services by 54.02% from 90.36 million in Fiscal 2024 to 41.54 million due to reduction in services rendered to third parties for procurement and logistics and (v) decrease in custom duty on export sales by 4.19% from 87.51 million in Fiscal 2024 to 83.84 million in Fiscal

2025.

Other Income

Our other income increased by 25.57% from 18.97 million in Fiscal 2024 to 23.82 in Fiscal 2025 due to (i) increase in interest income on fixed deposit by 24.21% from 8.26 in Fiscal 2024 to 10.26 in Fiscal 2025, (ii) increase in interest on security deposit by 50% from 0.38 million in Fiscal 2024 to 0.57 in Fiscal 2025, (iii) and increase in profit on sale of fixed assets by 230.88% from 3.40 million in Fiscal 2024 to 11.25 million in Fiscal

2025 due to increased assets disposal.

The increase was partially offset by (i) absence of interest received from customers on account of providing better terms to the customer, (ii) decrease in duty draw back refund by 39.10% from 1.33 million in Fiscal 2024 to 0.81 million in Fiscal 2025 due to global demand changes and (iii) decrease in sale of solar power energy by

64.09% from 2.59 million in Fiscal 2024 to 0.93 million in Fiscal 2025 as a result of due to lower power generation on account of weather.

Expenses

Our total expenses, which primarily included cost of materials consumed, purchase of stock-in-trade, changes in inventory of finished good, work-in-progress, stock-in-trade, employee benefit expenses, finance costs, depreciation & amortization expenses and other expenses, increased by 27.23% from 15,120.97 million in Fiscal 2024 to 19,238.01 million in Fiscal 2025 for the reasons mentioned below:

Cost of materials consumed

Our cost of materials consumed increased by 37.94% from 12,551.36 million in Fiscal 2024 to 17,313.49 million in Fiscal 2025 due to (i) increase in cost of paddy consumed by 16.08% from 2,193.32 million in Fiscal 2024 to 2,546.00 million in Fiscal 2025 on account of higher volume of procurement and consumption and (ii) increase in cost of rice consumed by 43.68% from 10,186.09 million in Fiscal 2024 to 14,635.53 million in

Fiscal 2025 on account of higher internal consumption of semi-processed rice due to increased sales volumes.

The increase was partially offset by decrease in cost of bardana consumed by 23.21% from 171.83 million in Fiscal 2024 to 131.96 million in Fiscal 2025 and absence of cost towards purchase of wheat as compared to cost of 0.12 million spent towards purchase of wheat.

Purchase of stock-in-trade

Purchase of stock-in-trade of FMCG goods increased by 61.62% from 26.42 million in Fiscal 2024 to 42.7 million in Fiscal 2025 primarily due to increased FMCG sales .

Changes in inventories of finished goods, WIP & stock-in-trade

There was a net decrease in inventory of 388.01 million in Fiscal 2025, as compared to net increase in inventory of 422.64 million in Fiscal 2024. This was primarily due to reduction in finished goods inventory on account of higher sales.

Employee benefit expenses

Our expenses towards employee benefits increased by 14.69% from 122.23 million in Fiscal 2024 to 140.19 million in Fiscal 2025 due to (i) increase in bonus given to employees by 10.70% from 2.41 million in Fiscal 2024 to 2.67 million in Fiscal 2025 on account of higher performance incentives, (ii) increase in contribution to provident and other funds by 1.81% from 1.81 million in Fiscal 2024 to 1.83 million in Fiscal 2025 in line with employee compensation; (iii) increase in payment of gratuity by 13.95% from 0.43 million in Fiscal 2024 to 0.49 million in Fiscal 2025; (iv) increase in staff welfare expenses by 15.59% from 2.63 million in Fiscal 2024 to 3.04 million in Fiscal 2025 on account of enhanced employee engagement initiatives; and (v) increase in other employee related expenses viz. staff extra benefit, L.W.F and ESI contribution, insurance charges, employee medical expenses by 151.63% from 11.93 million in Fiscal 2024 to 30.92 million in Fiscal 2025 as a result of increased expenses on insurance and other benefits. There was a partial decrease in expenses towards salaries & wages by 0.85% from 103.02 million in Fiscal 2024 to 102.14 million in Fiscal 2025 due to rationalization in overtime payouts and performance-linked incentives.

Finance Cost

Our finance cost increased by 21.39% from 649.01 million in Fiscal 2024 to 787.81 million in Fiscal 2025 due to increase in interest charges on borrowings by 19.87% from 575.85 million in Fiscal 2024 to 690.29 million in Fiscal 2025 on account of government incentives and higher average working capital utilization, and (ii) increase in bank charges by 33.91% from 72.37 million in Fiscal 2024 to 96.91 million in Fiscal 2025, partially offset by (i) decrease in other interest charges, which included interest on delayed payments to suppliers, TDS and GST, by 22.78% from 0.79 million in Fiscal 2024 to 0.61 million in Fiscal 2025, on account of timely payments of statutory dues.

Depreciation and Amortization expenses

Depreciation and amortization expenses decreased by 4.25% from 73.37 million in Fiscal 2024 to 70.25 million in Fiscal 2025 on account of decrease in depreciation of tangible assets in line with previous fiscal.

Other Expenses

Our other expenses decreased by 0.35% from 1,275.94 million in Fiscal 2024 to 1,271.58 million in Fiscal

2025. The decrease in other expenses was primarily due to (i) decrease in foreign exchange loss by 83.26% from 137.58 million in Fiscal 2024 to 23.04 million in Fiscal 2025 on account of hedging and managing foreign exchange practices, (ii) decrease in general expenses such as miscellaneous expenses, overheads relates to day-to-day operating costs which expenditure not covered under any appropriate heads of expenses like garden expenses, office supplies etc., by 20.39% from 3.24 million in Fiscal 2024 to 2.58 million in Fiscal 2025, (iii) decrease in office and general maintenance by 26.24% from 4.12 million in Fiscal 2024 to 3.04 million in Fiscal 2025, (iv) decrease in printing stationery by 6.62% from 0.92 million in Fiscal 2024 to 0.86 million in Fiscal 2025, (v) decrease in rent for office by 70.41% from 1.72 million in Fiscal 2024 to 0.51 million in Fiscal 2025 due to optimization of existing facility, (vi) decrease in subscription and membership fees incurred towards renewal of membership with various associations and software/tools by 61.95% from 1.13 million in Fiscal 2024 to 0.43 million in Fiscal 2025 as a result of rationalization of membership and renewal fees, (vii) decrease in expenses towards telephone, mobile, telex by 15.86% from 1.26 million in Fiscal 2024 to 1.06 million in Fiscal 2025, (viii) decrease in vehicle running expenses by 38.93% from 6.53 million in Fiscal 2024 to 3.99 million in Fiscal 2025 due to better management and modernization of fleet, (ix) decrease in advertisement and business & marketing expenses by an aggregate of 17.40% from 71.43 million in Fiscal 2024 to 59.00 million in Fiscal

2025 due to movement to performance based digital marketing, (x) decrease in customs duty by 32.57% from

170.09 million in Fiscal 2025 to 114.70 million in Fiscal 2024 as a result of government policies and (xi) decrease in ship freight by 24.93% from 177.49 million in Fiscal 2024 to 133.24 million in Fiscal 2025 due to route optimization.

The decrease was partially offset by (i) increase in power and fuel expenses by 29.08% from 71.12 million in Fiscal 2024 to 91.80 million in Fiscal 2025 due to higher energy consumption; (ii) increase in repairs and maintenance charges other viz. general maintenance for units by 97.96% from 3.92 million in Fiscal 2024 to 7.76 million in Fiscal 2025 due to necessary periodic overhauls, (iii) increase in repairs and maintenance charges for plant and machinery by 9.65% from 16.06 million in Fiscal 2024 to 17.61 million in Fiscal 2025 owing to periodic overhauls, (iv) increase in freight charges by 166.76% from 7.07 million in Fiscal 2024 to 18.86 million in Fiscal 2025 as a result of general freight increase, (v) increase in other manufacturing costs by 28.50% from

94.60 million in Fiscal 2024 to 121.56 million in Fiscal 2025 (vi) increase in CSR expenses by 39.89% from 3.95 million in Fiscal 2024 to 5.54 million in Fiscal 2025, (vii) increase in fees & taxes towards payment of stamp duty by 176.23% from 6.01 million in Fiscal 2024 to 16.60 million in Fiscal 2025 on account of duty paid on increase in authorized share capital, (viii) increase in festival expenses by 42.55% from 3.42 million in Fiscal 2024 to 4.88 million in Fiscal 2025, (ix) increase in legal and professional charges by 62.80% from 27.20 million in Fiscal 2024 to 44.09 million in Fiscal 2025, (x) increase in brokerage expenses by 3.07% from 114.01 million in Fiscal 2024 to 117.51 million in Fiscal 2025, (xi) increase in clearing and forwarding charges by

80.65% from 132.13 million in Fiscal 2024 to 238.70 million in Fiscal 2025 due to general rate increase and additional warehousing requirements, (xii) increase in freight outward by 4.70% from 112.21 million in Fiscal 2024 to 117.48 million in line with higher shipment volumes, (xiii) increase in inspection fees & charge towards logistics and customs-related expenses by 82.47% from 12.39 million in Fiscal 2024 to 22.61 million in Fiscal 2025 and (xiv) increase in warehousing expenses by 11.95% from 20.33 million in Fiscal 2024 to 22.75 million in Fiscal 2025 due to expanded storage requirements, (xv) increase in GST, sales tax and service tax expenses by

24.62% from 16.41 million in Fiscal 2024 to 20.45 million in Fiscal 2025

Restated profit before tax

For the reasons discussed above, our restated profit before tax increased by 104.02% from 393.23 million in Fiscal 2024 to 802.28 million in Fiscal 2025.

Tax Expenses

Our total tax expense increased by 117.59% from 89.18 million in Fiscal 2024 to 194.05 million in Fiscal 2025, primarily due to rise in restated profit before tax from 393.23 million in Fiscal 2024 to 802.28 million in Fiscal

2025.

Restated profit after tax for the year

Our restated profit after tax increased by 100.04% from 304.05 million in Fiscal 2024 to 608.22 million in

Fiscal 2025, for the reasons laid out above.

FISCAL 2024 COMPARED TO FISCAL 2023

Set forth below is a discussion of our results of operations, on the basis of amounts derived from our Restated Consolidated Financial Information for the Fiscals ended 2024 and 2023:

Income

Our total income which primarily included revenue from operations and other income increased by 17.72% from

13,178.61 million in Fiscal 2023 to 15,514.21 million in Fiscal 2024, for the reasons mentioned below:

Revenue from Operations

Our revenue from operations grew by 17.76% from 13,158.48 million in Fiscal 2023 to 15,495.24 million in

Fiscal 2024. The primary reason for increase in revenue from operations are (i) increase in revenue from sale of rice by 17.50% from 12,847.06 million in Fiscal 2023 to 15,095.52 million in Fiscal 2024. This increase was largely attributable to expansion in domestic markets with revenue from domestic sales increasing by 79.77% from 4,035.76 million in Fiscal 2023 to 7,255.24 million in Fiscal 2024. Further the increase in exports revenue from sales is due to increase in sale of rice in Middle East by 4.35% from 6,639.26 million in Fiscal 2023 to

6,927.82 million in Fiscal 2024.

Other factors contributing to the increase in revenue from operations are (ii) increase in sale of other products which include sale of our raw material, i.e. paddy by 2.44% from 113.60 million in Fiscal 2023 to 116.37 million in Fiscal 2024; (iii) increase in commission income from facilitation and support services by 92.99% from

46.82 million in Fiscal 2023 to 90.36 million in Fiscal 2024 due to increase in services rendered to third parties for procurement and logistics and (iv) receipt of custom duty on exports (i.e. the custom duty which is charged on invoice and collected at the time of sale of goods) amounting to 87.51 million, whereas there was no such revenue in Fiscal 2023 on account of change in government policy.

The increase was partially offset by decrease in (i) sale of FMCG products by 44.10% from 52.09 million in Fiscal 2023 to 29.12 million in Fiscal 2024 due to intensified pricing competition, growing presence of private label brands and increased discounting pressure from competitors; (ii) decrease in job work receipts from processing of paddy & rice by 90.79% from 6.62 million in Fiscal 2023 to 0.61 million in Fiscal 2024 primarily due to shift in client preferences to finished product, seasonal and regional variations in processing demand and decline in paddy procurement for customized processing; (iii) decrease in receipt of export incentives by 18.48% from 88.43 million in Fiscal 2023 to 72.09 million in Fiscal 2024 due to changes in incentive rates and policies and (iv) decrease in shipping cost on sale of rice by 4.43% from 3.84 million in Fiscal 2023 to 3.67 million in Fiscal 2024.

Other Income

Our other income decreased by 5.76% from 20.13 million in Fiscal 2023 to 18.97 million in Fiscal 2024 due to (i) decrease in duty draw back refund by 40.63% from 2.24 million in Fiscal 2023 to 1.33 million in Fiscal 2024 on account of government policy changes; (ii) decrease in profit on sale of fixed assets by 64.47% from 9.57 million in Fiscal 2023 to 3.40 million in Fiscal 2024 and (iii) absence of sale of scrap during Fiscal 2024 as compared to Fiscal 2023, whereas sale of scrap contributed 0.04 million to other income. The decrease was partially offset by increase in (i) total interest income by 86.40% from 6.25 million in Fiscal 2023 to 11.65 million in Fiscal 2024 due to increase in interest income on fixed deposits, security deposits and interest received from customers on account of delayed payments and (ii) increase in sale of solar power energy by 27.59% from

2.03 million in Fiscal 2023 to 2.59 million in Fiscal 2024 due to higher generation and improved utilization of installed capacity.

Expenses

Our total expenses, which primarily included cost of materials consumed, purchase of stock-in-trade, changes in inventory of finished good, work-in-progress, stock-in-trade, employee benefit expenses, finance costs, depreciation & amortization expenses and other expenses, increased by 16.80% from 12,946.17 million in Fiscal 2023 to 15,120.97 million in Fiscal 2024 for the reasons mentioned below:

Cost of materials consumed

Our cost of materials consumed increased by 12.89% from 11,118.24 million in Fiscal 2023 to 12,551.36 million in Fiscal 2024 due to (i) increase in cost of paddy consumed by 14.13% from 1,921.79 million in Fiscal 2023 to 2,193.32 million in Fiscal 2024 on account of higher procurement prices and (ii) increase in cost of rice consumed by 14.09% from 8,928.14 million in Fiscal 2023 to 10,186.09 million in Fiscal 2024 on account of higher market prices of raw rice and higher internal consumption of semi-processed rice due to increased sales volumes. The increase was partially offset by decrease in cost of bardana consumed by 35.96% from 268.31 million in Fiscal 2023 to 171.83 million in Fiscal 2024.

Purchase of stock-in-trade

Purchase of stock-in-trade of FMCG goods decreased by 34.70% from 40.46 million in Fiscal 2023 to 26.42 million in Fiscal 2024 primary due to decrease in sales of FMCG business due to competition & pricing pressure.

Changes in inventories of finished goods, WIP & stock-in-trade

There was a net increase in inventory of 422.64 million in Fiscal 2024, as compared to net decrease in inventory of 101.34 million in Fiscal 2023. This was primarily due to increase in closing stock in Fiscal 2024, as opening stock was lower and increased purchases during the year.

Employee benefit expenses

Our expenses towards employee benefits increased by 12.84% from 108.32 million in Fiscal 2023 to 122.23 million in Fiscal 2024 due to (i) increase in salaries and bonus by an aggregate of 12.84% from 93.43 million in Fiscal 2023 to 105.43 million in Fiscal 2024 on account of increased workforce and salary revisions; (ii) increase in contribution to provident and other funds by 3.43% from 1.75 million in Fiscal 2023 to 1.81 million in Fiscal

2024 in line with employee compensation; (iii) increase in payment of gratuity by 10.26% from 0.39 million in

Fiscal 2023 to 0.43 million in Fiscal 2024; (iv) increase in staff welfare expenses by 8.68% from 2.42 million in Fiscal 2023 to 2.63 million in Fiscal 2024 on account of enhanced employee engagement initiatives; and (v) increase in other employee related expenses viz. staff extra benefit, L.W.F and ESI contribution, insurance charges, employee medical expenses by 15.49% from 10.33 million in Fiscal 2023 to 11.93 million in Fiscal

2024.

Finance Cost

Our finance cost increased by 26.94% from 511.29 million in Fiscal 2023 to 649.01 million in Fiscal 2024 due to increase in interest charges on borrowings by 34.07% from 429.52 million in Fiscal 2023 to 575.85 million in Fiscal 2024 on account of higher average working capital utilisation, partially offset by decrease in (i) bank charges by 9.30% from 79.79 million in Fiscal 2023 to 72.37 million in Fiscal 2024 and (ii) decrease in other interest charges, which included interest on delayed payments to suppliers, TDS and GST, by 60.10% from 1.98 million in Fiscal 2023 to 0.79 million in Fiscal 2024, on account of timely payments of statutory dues

Depreciation and Amortization expenses

Depreciation and amortization expenses increased by 0.04% from 73.34 million in Fiscal 2023 to 73.37 million in Fiscal 2024. These expenses remained broadly in line with the previous Fiscal.

Other Expenses

Our other expenses increased by 6.70% from 1,195.86 million in Fiscal 2023 to 1,275.94 million in Fiscal 2024.

The increase in other expenses was primarily due to (i) increase in power and fuel expenses by 15.12% from 61.78 million in Fiscal 2023 to 71.12 million in Fiscal 2024 due to higher energy consumption; (ii) increase in repairs and maintenance charges for plant and machinery by 58.23% from 10.15 million in Fiscal 2023 to 16.06 million in Fiscal 2024 owing to periodic overhauls; (iii) increase in warehousing expenses by 6.38% from 19.11 million in Fiscal 2023 to 20.33 million in Fiscal 2024 due to expanded storage requirements; (iv) increase in other manufacturing cost by 3.91% from 91.04 million in Fiscal 2023 to 94.60 million in Fiscal 2024; (v) increase in foreign exchange loss by 43.58% from 95.82 million in Fiscal 2023 to 137.58 million in Fiscal 2024 on account of hedging differences; (vi) increase in GST, sales tax and service tax expenses by 22.55% from 13.39 million in Fiscal 2023 to 16.41 million in Fiscal 2024 due to change in duty structure; (vii) increase in legal and professional charges by 9.85% from 24.76 million in Fiscal 2023 to 27.20 million in Fiscal 2024; (viii) increase in travelling and conveyance expenses by 13.69% from 16.66 million in Fiscal 2023 to 18.94 million in Fiscal

2024 on account of higher business development operations; (ix) increase in brokerage expenses towards sale of goods by 18.29% from 96.38 million in Fiscal 2023 to 114.01 million in Fiscal 2024 on account of renewed broker agreements; (x) increase in business and marketing expenses by 13.66% from 58.62 million in Fiscal 2023 to 66.63 million in Fiscal 2024 due to intensified brand promotion; (xi) increase in custom duty towards exports by 419.99% from 32.71 million in Fiscal 2023 to 170.09 million in Fiscal 2024 due to change in government duty structure and (xii) increase in freight outward expenses by 6.10% from 105.76 million in Fiscal 2023 to 112.21 million in Fiscal 2024 in line with higher shipment volumes.

This increase was partially offset by (i) decrease in repairs and maintenance charges of godowns, building & electric repairs by 2.97% from 4.04 million in Fiscal 2023 to 3.92 million in Fiscal 2024; (ii) decrease in freight charges by 50.97% from 14.42 million in Fiscal 2023 to 7.07 million in Fiscal 2024 due to improved route planning and strategic procurement of stock; (iii) decrease in insurance expenses by 7.80% from 9.73 million in Fiscal 2023 to 8.95 million in Fiscal 2024; (iv) decrease in inspection fees and charges towards logistics and customs-related expenses by 69.74% from 40.95 million in Fiscal 2023 to 12.39 million in Fiscal 2024 due to streamlined custom clearance process; (v) decrease in expense of rebate and discount offered by 17.77% from

29.82 million in Fiscal 2023 to 24.52 million in Fiscal 2024 and (vi) decrease in ship freight as a result of decline in global ocean freight rates, improved container availability and optimized logistics and shipping strategy by 41.18% from 301.74 million in Fiscal 2023 to 177.49 million in Fiscal 2024.

Restated profit before tax

For the reasons discussed above, our restated profit before tax increased by 69.17% from 232.44 million in Fiscal 2023 to 393.23 million in Fiscal 2024.

Tax Expenses

Our total tax expense increased by 55.15% from 57.48 million in Fiscal 2023 to 89.18 million in Fiscal 2024, primarily due to rise in restated profit before tax from 232.44 million in Fiscal 2023 to 393.23 million in Fiscal

2024.

Restated profit after tax for the year

Our restated profit after tax increased by 73.78% from 174.96 million in Fiscal 2023 to 304.05 million in Fiscal

2024, for the reasons laid out above.

LIQUIDITY AND CAPITAL RESOURCES

We have historically financed the expansion of our business and operations primarily through debt financing and funds generated from our operations. From time to time, we have obtained loan facilities to finance our working capital requirements. We evaluate our funding requirements regularly in light of cash flows from our operating activities, the requirements of our business and operations and market conditions.

CASH FLOWS

The following table sets forth certain information relating to our cash flows in the periods indicated:

( in millions)
Particulars Six months ended Financial year ended
September 30, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Net cash flow from/(used in) operating activities (126.97) 949.57 (54.10) 736.21
Net cash flows (used in)/from investing activities (21.00) (0.36) (31.03) (16.22)
Net cash flows (used in)/from financing activities (146.34) (933.01) 88.79 (701.02)
Net increase/(decrease) in cash and cash equivalents (1.62) 16.21 3.67 18.98
Cash and cash equivalents at the beginning of the year/period 195.47 179.26 175.58 156.61
Cash and cash equivalents at the end of the year/ period 193.86 195.47 179.26 175.58

Net Cash generated from/used in Operating Activities

Six months ended September 30, 2025

We used 126.97 million net cash from operating activities during the six months ended September 30, 2025. Restated net profit before tax was 630.28 million for the six months ended September 30, 2025. Adjustments to reconcile profit before tax to operating profit before working capital changes consisted of (i) gratuity provision of

0.26 million; (ii) depreciation and amortization expense of 32.13 million and (iii) net interest and hire charges on vehicle loan of 387.55 million, partially offset by interest income on FDR and deposits of 4.54 million.

Our operating profit before working capital changes was 1,045.67 million during the six months ended September 30, 2025. Our adjustments for working capital changes for the six months ended September 30, 2025, primarily consisted of (i) increase in trade receivables of 866.57 million; (ii) increase in financial and other assets of 339.96 million; (iii) increase in trade payable of 77.36 million, partially offset by decrease in inventories of 578.03 million and decrease in liabilities and provisions of 736.88 million.

Income tax paid was (115.38) million for the six months ended September 30, 2025.

Due to the reasons set out above, net cash used from operating activities for the six months ended September 30, 2025 was 126.97 million.

Fiscal 2025

We generated 949.57 million net cash from operating activities during Fiscal 2025. Restated net profit before tax was 802.28 million for Fiscal 2025. Adjustments to reconcile profit before tax to operating profit before working capital changes consisted of (i) gratuity provision of 0.49 million; (ii) depreciation and amortization expense of 70.25 million and (iii) net interest and hire charges on vehicle loan of 690.90 million, partially offset by interest income on FDR and deposits of 10.82 million.

Our operating profit before working capital changes was 1,553.09 million during Fiscal 2025. Our adjustments for working capital changes for Fiscal 2025, consisted of (i) increase in trade receivables of 886.88 million, (ii) increase in financial and other assets of 120.83 million; (ii) increase in inventories of 1,314.13 million and (iii) increase in trade payables of 905.88 million, (iv) increase in liabilities & provisions of 879.84 million.

Income tax paid was 67.39 million for Fiscal 2025.

Due to the reasons set out above, net cash used from operating activities for Fiscal 2025 was 949.57 million.

Fiscal 2024

We used 54.10 million net cash from operating activities during Fiscal 2024. Restated net profit before tax was 393.23 million for Fiscal 2024. Adjustments to reconcile profit before tax to operating profit before working capital changes consisted of (i) gratuity provision of 0.43 million; (ii) depreciation and amortization expense of 73.37 million and (iii) net interest and hire charges on vehicle loan of 576.64 million, partially offset by interest income on FDR and deposits of 8.64 million.

Our operating profit before working capital changes was 1,035.03 million during Fiscal 2024. Our adjustments for working capital changes for Fiscal 2024, consisted of (i) increase in financial and other assets of 133.84 million; (ii) increase in inventories of 1,694.26 million and (iii) increase in liabilities and provisions by 959.95 million. This was partially offset by (i) decrease in trade receivables of 291.92 million and (ii) decrease in trade payables of 458.51 million.

Income tax paid was 54.38 million for Fiscal 2024.

Due to the reasons set out above, net cash used from operating activities for Fiscal 2024 was 54.10 million.

Fiscal 2023

We generated 736.22 million net cash from operating activities during Fiscal 2023. Restated net profit before tax was 232.44 million for Fiscal 2023. Adjustments to reconcile profit before tax to operating profit before working capital changes consisted of (i) gratuity provision of 0.39 million; (ii)depreciation and amortization expense of 73.34 million and (iii) net interest and hire charges on vehicle loan of 431.50 million, partially offset by interest income on FDR and deposits of 5.74 million.

Our operating profit before working capital changes was 731.92 million during Fiscal 2023. Our adjustments for working capital changes for Fiscal 2023, consisted of (i) decrease in financial and other assets of 241.33 million; (ii) decrease in inventories of 175.94 million; (iii) decrease in trade payables of 27.03 million; (iv) decrease in liabilities and provisions of 22.65 million, partially offset by increase in trade receivables of 322.22 million.

Income tax paid was 41.07 million for Fiscal 2023.

Due to the reasons set out above, net cash generated from operating activities for Fiscal 2023 736.22 million.

Net Cash generated from/ used in Investing Activities

Six months ended September 30, 2025

Net cash flow used in investing activities for the six months ended September 30, 2025 was 21.00 million. This was primarily on account of (i) purchase of property, plant and equipment of 15.04 million, (ii) purchase of portfolio investments of 10.50 million, partially offset by interest received on FDR and deposits of 4.54 million.

Fiscal 2025

Net cash flow used in investing activities during Fiscal 2025 was 0.36 million. This was primarily due to (i) purchase of property, plant and equipment of 16.62 million, partially offset by (i) sale of portfolio investments of 5.44 million and (ii) interest received on FDR and deposits of 10.82 million.

Fiscal 2024

Net cash flow used in investing activities during Fiscal 2024 was 31.03 million. This was primarily due to (i) purchase of property, plant and equipment of 29.77 million and (ii) purchase of portfolio investments of 9.90 million, partially offset by interest received on FDR and deposits of 8.64 million.

Fiscal 2023

Net cash flow used in investing activities during Fiscal 2023 was 16.22 million. This was primarily due to (i) purchase of property, plant and equipment of 16.46 million and (ii) purchase of portfolio investments of 5.50 million, partially offset by interest received on FDR and deposits of 5.74 million.

Net Cash Generated from/ used in Financing Activities

Six months ended September 30, 2025

Net cash generated from financing activities in the six months ended September 30, 2025 was 146.34 million. This was primarily on account of (i) capital introduced by way of private placement issuing new shares along with securities premium 130 million, (ii) increase in secured loan 403.89 million, partially offset by (i) payment of interest 388.18 million and (ii) hire charges on vehicle loan 0.63 million.

Fiscal 2025

Net cash used in financing activities for Fiscal 2024 was 933.01 million. This was primarily on account of (i) decrease in secured loans of 312.11 million, (ii) payment of interest of 692.12 million and partially set of by hire charges on vehicle of 1.22 million and partially offset by capital introduction by way of private placement issuing new shares along with securities premium of 70 million.

Fiscal 2024

Net cash generated from financing activities for Fiscal 2024 was 88.79 million. This was primarily on account of (i) increase in secured loans 764.89 million (ii) hire charges on vehicle loans 1.01 million, partially offset by (i) decrease in other loan and term liabilities 99.46 million; and (ii) payment of interest on short term & long term borrowings 577.64 million.

Fiscal 2023

Net cash used in financing activities in Fiscal 2023 was 701.02 million. This was primarily on account of (i) payment of interest on Short term & Long Term Borrowings 431.00 million; (ii) decrease in secured loans 283.52 million and (iii) hire charges on vehicle loan 0.50 million, partially offset by increase in other loans and term liabilities 14.00 million.

FINANCIAL INDEBTEDNESS

As on March 9, 2026, the outstanding fund-based borrowings of our Company is 7,598.29 million and non-fund-based borrowings is 52.50 million aggregating to 7,650.79 million. Our Subsidiary has not availed any loan facility as on date. For further details, refer Financial Indebtedness on page 398.

CONTINGENT LIABILITIES AND OFF-BALANCE SHEET ARRANGEMENTS

As on September 30, 2025, our contingent liabilities and commitments identified under the Ind AS 37, on a consolidated basis, were as follows:

( in million)
As at six months ended
Particulars
September 30, 2025
(a) Contingent Liabilities -
Bill discounted from banks 230.15
Claims against the Company not acknowledged as debt; 144.72
(VAT Demand Dispute where appeal is pending before Sales Tax Department)
Claims against the company not acknowledged as debt; -
(GST Demand Dispute where appeal is pending before Central Goods & Service Tax)
Notice of Demand under section 156 of Income Tax Act, 1961 dated March 24, 2025 for Assessment Year 2023-24 278.83
Appeal has been filed via the National Faceless Appeal Center
(b) Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for 0.87

For details of our contingent liability and guarantees as of September 30, 2025, as per Ind AS 37, see Restated

Consolidated Financial Information Note 42- Restated Contingent Liability & Commitments on page 352.

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that we believe are material to investors.

CONTRACTUAL OBLIGATIONS AND MATURITIES

As on date of this Red Herring Prospectus, our Company does not have any contractual obligations and maturities.

CAPITAL EXPENDITURES

The table below sets forth our capital expenditure for the period and fiscal years indicated:

Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars For the ended 30, 2025 in millions six months September % of total capital expenditure in millions % of total capital expenditure in millions % of total capital expenditure in millions % of total capital expenditure
Land Nil Nil 4.58 25.85 Nil Nil Nil Nil
Plant Machinery 14.45 93.77 12.86 72.57 9.48 31.34 13.95 78.77
Office Equipment 0.15 0.97 0.04 0.23 0.14 0.46 0.08 0.45
Computer Equipment 0.38 2.47 0.19 1.07 0.22 0.73 0.06 0.34
Furniture Fixtures 0.43 2.79 0.05 0.28 Nil Nil Nil Nil
Vehicles Nil Nil Nil Nil 19.48 39.17 3.62 16.97
Capital working NA NA NA NA 0.94 64.40 Nil Nil
progress
Total Capital 15.41 100 17.72 100 49.73 100.00 21.33 100.00
expenditure

RELATED PARTY TRANSACTIONS

We enter into various transactions with related parties in the ordinary course of business. These transactions principally include remuneration paid to KMPs, purchases and sale of products, rent expenses, sitting fees to independent directors and other items.

For details of our related party transactions, please see Restated Consolidated Financial Information Note 37

Restated Related Party Transactions on page 349.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our Companys activities expose it to variety of financial risks: market risk, credit risk, interest rate risk and liquidity risk. The Companys principal financial liabilities, other than derivatives, comprise borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Companys operations. The Companys principal financial assets include trade and other receivables, and cash and cash equivalents that derive directly from its operations. Companys senior management oversees the management of these risks. It is Companys policy that no trading in derivatives for speculative purposes may be undertaken. The Board of

Directors review and agree policies for managing each of these risks, which are summarized below:

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk.

Currency Risk

Foreign currency risk is the risk that the Fair Value or Future Cash Flows of an exposure will fluctuate because of changes in foreign currency rates. Exposures can arise on account of the various assets and liabilities which are denominated in currencies other than Indian Rupee

The Company does not face any foreign currency risk as it executes a forward contract and a forward contract acts as a shield against foreign currency risk for the company. It guarantees a specific exchange rate for a future transaction, eliminating the uncertainty caused by volatile currency markets.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Company have exposure to the risk of changes in market interest rates as Companys debt obligations is at floating interest rates.

Other Price Risk

The Group is not an active investor in equity markets; it holds certain investments in Mutual Fund which are recognized to be liquidated in short term and are accordingly measured at fair value through other comprehensive income.

Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing / investing activities, including deposits with banks and mutual fund investments. The Company has no significant concentration of credit risk with any counterparty.

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Companys approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Companys reputation.

The majority of the Companys trade receivables are due for maturity within 60 days from the date of billing to the customer. Further, the general credit terms for trade payables are approximately 37 days. The difference between the above mentioned credit period provides surplus working credit requirements.

For further information, see Restated Consolidated Financial Information Note 31 Restated Financial Instruments on page 337.

AUDITORS OBSERVATIONS

There are no qualifications, reservations and adverse remarks by our Statutory Auditors in our Restated Consolidated Financial Information.

CHANGES IN ACCOUNTING POLICIES

There have been no changes in our accounting policies in the six months ended September 30, 2025 and during the Fiscals 2025, 2024 and 2023.

UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS

Except as described in this Red Herring Prospectus, to our knowledge, there have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance.

SIGNIFICANT ECONOMIC CHANGES THAT MATERIALLY AFFECT OR ARE LIKELY TO AFFECT INCOME FROM CONTINUING OPERATIONS

Other than as described above, to the best of the knowledge of our management, there are no other significant economic changes that materially affect or are likely to affect income from continuing operations. For further details, please see Our Business and Risk Factors on pages 211 and 36, respectively

KNOWN TRENDS OR UNCERTAINTIES

Our business has been subject, and we expect it to continue to be impacted by the trends identified above in

Managements Discussion and Analysis of Financial Condition and Results of Operations - Significant Factors Affecting our Results of Operations and Financial Condition and the uncertainties described in Risk Factors on pages 363 and 36, respectively. To our knowledge, except as discussed in this Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operation.

FUTURE RELATIONSHIP BETWEEN COST AND INCOME

Other than as described in Risk Factors , Our Business and Managements Discussion and Analysis of

Financial Condition and Results of Operations on pages 36, 211 and 360, respectively, there are no known factors that might affect the future relationship between costs and revenues.

SEGMENT REPORTING

The Company is mainly engaged in the business of exporting rice & activities connected and incidental thereto. On that basis, the Company has only one reportable business segment rice processing

( in million)
Sr. Particulars No Balance as on September 30, 2025 For Fiscal 2025 For Fiscal 2024 For Fiscal 2023
1. Rice 10,121.20 19,651.08 15,095.52 12,847.06
2. FMCG & Others * 63.62 184.61 145.49 165.69
3. Other operating revenue ** 27.64 180.78 254.23 145.72
Total 10,212.46 20,016.47 15,495.24 13,158.48

* FMCG & Others comprises atta maida, sooji, salt, sugar, besan, by-products, paddy and packing material.

** Other operating revenue comprises insurance/shipping cost on rice sale, exports incentives, commission income, job work receipts and custom duty on exports sales.

NEW PRODUCTS OR BUSINESS SEGMENTS

Except as set out in this Red Herring Prospectus in the section Our Business on page 211, there are no new products or segments that have been announced but are yet to be launched.

SIGNIFICANT DEPENDENCE ON A SINGLE OR FEW CUSTOMERS OR SUPPLIERS

Our income is not dependent on a single customer or supplier or a few customers or suppliers. Further, no foreign customer or supplier contributes to a significant portion of our business.

Contribution of our customers and suppliers, as a percentage of total revenue and cost, respectively, for the periods indicated below:

Six months period ended September 30, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars million % contribu tion to revenue from operatio ns million % contribu tion to revenue from operatio ns million % contribu tion to revenue from operatio ns million % contribut ion to revenue from operatio ns
Largest 954.62 9.35% 2116.24 10.57% 1,161.71 7.50 1,895.63 14.41
Customer
Top 3 1990.34 19.49% 5068.83 25.32% 2,955.58 19.07 3,370.72 25.62
Customers
Top 5 2953.04 28.92% 6710.64 33.53% 4,176.79 26.96 4,432.12 33.69
Customers
Top 10 4598.49 45.03% 9570.87 47.81% 6,673.83 43.08 6,303.12 47.91
Customers
Procureme nt Agents\u2019 Contributi on For the six months ended September 30, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
millions % of Total Purchases millions % of Total Purchases millions % of Total Purchases millions % of Total Purchases
Top 1 1,688.32 20.90 3,085.73 16.88 2,625.70 17.87 3018.19 27.74
Top 5 4,076.26 50.47 7,708.12 42.16 6,791.99 46.22 6550.07 60.19
Top 10 5,236.43 64.83 9,304.97 50.90 8,193.98 55.76 7247.71 66.61

For further information see, Risk Factors- In the six months ended September 30, 2025, we derived 45.03% of our revenue from operations from our top 10 customers, 28.92% of our revenue from operations from our top five customers, with our single largest customer contributing to 9.35% of our revenue from operations in this periods. Loss of any of these customers or a reduction in purchases by any of them could adversely affect our business, results of operations, cash flows and financial condition and We rely on procurement agents to procure sufficient raw materials of the desired quality for our processing requirements. Further, we do not have long-term contracts with our procurement agents and engage them by way of purchase orders. Any failure on the part of such agents to procure, in a timely manner, the desired quality and quantity of raw materials at commercially favourable terms, may adversely affect our operations. on page 44 and 39 respectively.

SEASONALITY/ CYCLICALITY OF BUSINESS

Our business is seasonal in nature. We procure majority of the raw material (paddy) during the peak season which is the period between September to January. For information, see Risk Factors During the peak arrival season of paddy harvesting, our Company procures significant quantities of basmati paddy which is our primary raw material and for the purpose of doing the same, significant amount of working capital is required. Our business being working capital intensive, insufficient cash flows or inability to borrow funds to meet our working capital requirements may materially and adversely affect our business and operations. on page 38.

COMPETITIVE CONDITIONS

We face competition from existing and potential organized and unorganized competitors. We have over a period of time developed certain competitive strengths which have been discussed in section titled Our Business on page 211 . Also refer Industry Overview and Risk Factors on pages 152 and 36, respectively for further information on our industry and competition

SIGNIFICANT DEVELOPMENTS AFTER SEPTEMBER 30, 2025 THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS

Except as disclosed in this Red Herring Prospectus, there have been no significant developments after September 30, 2025, the date of the last Restated Consolidated Financial Statements contained in this Red Herring Prospectus, to the date of filing of this Red Herring Prospectus, which materially and adversely affects, or is likely to affect, our trading or profitability, or the value of our assets, or our ability to pay our liabilities within the next 12 months.

FINANCIAL INDEBTEDNESS

Our Company has availed certain loans and financing facilities in the ordinary course of business purposes such as, inter alia, meeting its working capital, capital expenditure and other business requirements.

Our Company has obtained the necessary consents required under the relevant financing documentation for undertaking activities in relation to the Issue, such as, inter alia, dilution of the current shareholding of the

Promoters and members of the promoter group, effecting changes in the Companys management set up or organization structure, ownership, capital structure, shareholding pattern, constitutional documents and Boards composition. For details regarding the resolutions passed by our Shareholders on July 31, 2024, authorizing the borrowing powers of our Board, see Our Management Borrowing Powers of our Board on page 269.

As on March 9, 2026, the outstanding fund-based borrowings of our Company is 7,598.29 million and non-fund-based borrowings is 52.50 million aggregating to 7,650.79 million. Our Subsidiary has not availed any loan facility as on date. Set forth below is a brief summary of the Companys borrowings :

( in million)
Category of borrowing Sanctioned amount Outstanding amount as on March 9, 2026
Fund-Based Borrowings
Secured
Working capital facilities 8,250.00 7,587.24
Vehicle loans 23.82 11.05
Total secured borrowings (A) 8,273.82 7,598.29
Unsecured
Loans from financial institutions - -
Loans from related parties - -
Loans from other parties - -
Total unsecured borrowings (B) - -
Total fund based borrowings (C) = (A+B) 8,273.82 7,598.29
Non-Fund based borrowings
Secured
Letter of Credit including forward contract/ 900.00 52.50
Bank guarantee
Unsecured
Total non-fund based borrowings(D) 900.00 52.50
Total Consolidated borrowings (C+D) 9,173.82 7,650.79
Unsecured
Forward Contract* 52 -

*Credit exposure limit for forward contract not included in the banks overall credit limit

As certified by Pramod K. Sharma & Co., Chartered Accountants, the Statutory Auditors of our Company, by way of their certificate dated March 12, 2026.

Principal terms of our Companys borrowings are disclosed below:

The details provided below are indicative and there may be additional terms, conditions and requirements under the various borrowing arrangements entered into by the Company:

1. Interest : The applicable rate of interest for the working capital facilities and term loans availed by our Company is typically linked to benchmark rates, such as the repo rate or marginal cost of lending rate (MCLR), of a specified lender over a specific period of time plus a specified spread per annum and are subject to mutual discussions between the relevant lenders and our Company, as applicable. Typically, the rate of interest for our secured facilities ranges from 7.25% to 9.75% per annum. The interest rate for the vehicle loans availed by our Company typically ranges from 7.25% to 8.85% per annum, and the rate of interest rate for the unsecured facilities currently availed by our Company typically ranges from 10.60% to 10.85% per annum.

2. Tenor : The tenor of the facilities availed by our Company typically varies from 3 months to 84 months.

3. Security : In terms of our borrowings where security needs to be created, the Company is typically required to, inter alia :

(a) Create charge by way of hypothecation on entire current assets, both present and future; and

(b) Create charge by way of hypothecation over all moveable and immovable fixed assets, both present and future; and

(c) Create charge by way of mortgage over immovable fixed assets;

(d) Execute corporate and personal guarantees

4. Pre-payment : The terms of certain facilities availed by us have prepayment provisions which allow for pre-payment of the outstanding loan amount, subject to such prepayment penalties and such other conditions as laid down in the facility agreements, on giving notice and/or obtaining prior approval from the concerned lender, as the case may be. These pre-payment penalties could range from 1% to 3% of the principal amount or of the amount being prepaid.

5. Re-payment : The working capital facilities availed by our Company are repayable within a period of 12 months or on demand. Term loan facilities availed by our Company are repayable on the due date and on the terms and conditions as may be agreed between us and the respective lenders. Similarly, vehicle loans are repayable as per the terms and conditions agreed upon by us and the respective lenders.

6. Restrictive Covenants : The facilities sanctioned to our Company contain certain restrictive covenants, which require prior written consent of the lender or prior intimation to be made to the lender, including:

(i) Effect any change the general nature of the business or formulate any scheme of amalgamation or reconstruction;

(ii) Permit any change in its ownership or control or management including change in the shareholding of promoters, directors and principal shareholders or enter into arrangement whereby its business or operations are managed or controlled, directly or indirectly by any other person;

(iii) Avail any loan and/or stand as surety or guarantor for any third party liability or obligation and/or provide any loan or advance to any third party;

(iv) Pay dividend or distribute or withdraw profits without prior permission;

(v) Invest in, extend any advance/loans, to any group companies/associates/subsidiary/any other third party, repay subordinated loans of group companies or resort to additional borrowings without consent;

(vi) Create any encumbrance or other disposition of any sort including charge, lien, mortgage, transfer, assignment over any of the property charged with the lender.

7. Events of default : Borrowing arrangements entered into by our Company contain standard events of default, including, among others:

(a) Default in repayment of loan facility;

(b) Non-creation of security within the stipulated timelines, failure to furnish documents/ information or failure to avail adequate insurance of assets offered as security;

(c) Default in the performance of any covenant, condition, or agreement on the part of the borrower in accordance with transaction documents;

(d) If any material representation, warranty or statement or undertaking made by the Company is found to be incorrect or untrue, in any respect, when made

(e) Initiation of insolvency or bankruptcy proceedings against the Company or Company ceasing to carry on business;

(f) Jeopardise or likely to prejudice, impair, depreciate any security provided by our Company in relation to the facility

(g) Delay/failure to obtain external credit rating from an agency approved by RBI;

8. Consequences of occurrence of events of defaults : In terms of the Companys borrowing arrangements for the facilities availed by the Company, upon the occurrence of events of default, its lenders may:

(a) Declare any or all amounts under the facility, either whole or in part, as immediately due and payable to the lender; (b) Cancel the undrawn commitment of the facility; (c) Enforce the security created pursuant to the security documents; (d) Convert outstanding obligations under the facility into equity capital or other securities of the Company; (e) Incase of default, Companys name or that of its directors may be disclosed or published as a defaulter as the lender or RBI may think fit; (f) To exercise any other rights that maybe available to the lender under the financing arrangements and applicable law. Except as stated below there are no consequences of default which give the lender control over the Company directly or indirectly:

1. In the event of default in repayment to the Bank or if cross default has occurred the Bank will have the right to appoint its nominee on the Board of Directors of the borrower to look after its interests.

2. In stressed situation or restructuring of debt, the regulatory guidelines provide for conversion of debt to equity. The Bank shall have the right to convert loan to equity or other capital in accordance with the regulatory guidelines.

This is an indicative list of the terms and conditions of the outstanding facilities and there may be additional terms including those that may require the consent of the relevant lender, the breach of which may amount to an event of default under various borrowing arrangements entered into by us, and the same may lead to consequences other than those stated above.

SECTION VII LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated in this section, there are no outstanding (i) criminal proceedings (including first information reports) involving our Company, Subsidiary, Promoters or Directors (collectively, Relevant Parties ); (ii) actions by statutory or regulatory authorities involving the Relevant Parties; (iii) claims involving the Relevant Parties for any direct or indirect tax liabilities disclosed in a consolidated manner, giving the number of cases and total amount; or (iv) proceedings involving the Relevant Parties (other than proceedings covered under (i) to

(iii) above) as determined to be material by our Board pursuant to the Materiality Policy in accordance with the SEBI ICDR Regulations approved by it in meeting held on December 29, 2025 as disclosed herein below).

For the purposes of material litigation or arbitration under (iv) above, our Board in their meeting held on December 29, 2025, considered and adopted a materiality policy with regard to outstanding litigation to be disclosed by our Company involving the Relevant Parties in this Red Herring Prospectus ( Materiality Policy ).

In terms of the Materiality Policy all outstanding civil litigation/ arbitration (including tax proceedings) involving the Relevant Parties would be considered material, if the aggregate monetary claim made by or against the

Relevant Parties is equal to or, exceeds the lower of the following (i) Two percent of turnover, as per the last annual Restated Consolidated Financial Statements of the Company; (ii) Two percent of net worth, as per the last annual Restated Consolidated Financial Statements of the Company, except in case the arithmetic value of the net worth is negative; (iii) Five percent of the average of absolute value of profit or loss after tax, as per the last three annual Restated Consolidated Financial Statements of the Company ( Materiality Threshold ).

All outstanding civil litigation/ arbitration proceedings where the monetary liability is not quantifiable or does not meet the Materiality Threshold but where an adverse outcome would materially and adversely affect the business, operations or financial position or reputation of the Company. Furthermore, all outstanding civil litigation/ arbitration proceedings where the decision in one litigation is likely to affect the decision in similar litigations, even though the amount involved in an individual litigation may not exceed Materiality Threshold.

Accordingly, all such outstanding litigation proceedings where the aggregate monetary claim made by or against the Relevant Parties (individually or in aggregate), in any such outstanding litigation or arbitration proceeding is in excess of 18.12 million (being five percent of the average of absolute value of profit or loss after tax, as per the last three annual Restated Consolidated Financial Statements of the Company), have been disclosed in this Red Herring Prospectus.

Further, there are no disciplinary actions including penalties imposed by the SEBI or stock exchanges against our Promoters in the last five Financial Years, immediately preceding the date of this Red Herring Prospectus as well as in the current year in which this Red Herring Prospectus has been filed, including any outstanding action. Further, except as disclosed in this section, there are no outstanding (i) criminal proceedings and (ii) actions by regulatory or statutory authorities involving our Key Managerial Personnel and members of our Senior Management.

For the purpose of the above, pre-litigation notices received by the Relevant Parties or the Group Companies from third parties (excluding notices issued by statutory or regulatory authorities or notices threatening criminal action) have not and shall not, unless otherwise decided by our Board, be considered as litigation until such time that Relevant Parties are impleaded as defendants in proceedings initiated before any judicial or arbitral forum.

Further, in accordance with the Material Policy, our Company has considered such creditors to be material, to whom an amount due to such creditor exceeds 5% of the total consolidated outstanding dues (trade payables) as on the date of the latest Restated Consolidated Financial Statements. The consolidated outstanding trade payables of our Company as on September 30, 2025 was 1,535.91 million. Accordingly, a creditor has been considered material if the amount due to such creditor individually exceeds 76.80 million as on September 30, 2025. Further, for outstanding dues to any party which is a micro, small or medium enterprise ( MSME ), the disclosure will be based on information available with the Company regarding status of the creditor as defined under section 2 of the Micro, Small and Medium Enterprises Development Act, 2006, as amended read with the rules and notifications thereunder, as has been relied upon by the statutory auditors in preparing their audit report.

All terms defined in a particular litigation disclosure pertain to that litigation only. Unless stated to the contrary, the information provided below is as of the date of this Red Herring Prospectus.

A summary of outstanding litigation proceedings involving our Company, our Subsidiary, our Directors, our Promoters, our Key Managerial Personnel and our Senior Management to the extent applicable, as on the date of this Red Herring Prospectus is provided below:

Name of Entity Criminal Proceedings Tax proceedings Statutory/ Regulatory proceedings Disciplinary actions by the SEBI or stock Exchanges against our Promoters in last five financial years Material civil litigation ** Aggregate amount involved ( in million ) *
Company
By our 1 Nil Nil Nil 3 115.56 #
Company
Against our 1 22 Nil Nil 1 521.69
Company
Subsidiary
By our Nil Nil Nil Nil Nil Nil
Subsidiary
Against our Nil Nil Nil Nil Nil Nil
Subsidiary
Directors (Other than Promoters)
By our Nil Nil Nil Nil Nil Nil
Directors
Against our Nil Nil Nil Nil Nil Nil
Directors
Promoters
By our Nil Nil Nil Nil Nil Nil
Promoters
Against our 1 Nil Nil Nil 1 98.14
Promoters
Key Managerial Personnel (Other than Promoters)
By our KMP Nil NA Nil NA NA Nil
Against our Nil NA Nil NA NA Nil
KMP
Senior Management
By our Senior Nil NA Nil NA NA Nil
Management
Against our Nil NA Nil NA NA Nil
Senior
Management

* Amount to the extent quantifiable.

** In accordance with the Materiality Policy

# For the purpose of computing the amount of USD 0.80 million involved in the matter, the exchange rate of 90.95 as on February 27, 2026 as per www.rbi.org.in/scripts/ReferenceRateArchive.aspx has been considered. Note: Our Company has suo moto filed adjudication applications before the Registrar of Companies, Delhi and Haryana at New Delhi on April 15, 2025, seeking adjudication for certain non-compliances, erroneous disclosures, non-filings of certain forms as required under the provisions of the Companies Act, 1956 and Companies Act, 2013.

A. LITIGATIONS INVOLVING OUR COMPANY

i. Outstanding criminal proceedings

Criminal proceedings against our Company

Except as stated below, there are no outstanding criminal proceedings initiated against our Company, as on the date of this Red Herring Prospectus.

1. A first information report dated January 31, 2018 ( FIR ), was filed by M/s New Bharat Rice Mill

( Complainant ) before the Senior Superintendent of Police, Batala, Punjab in relation to offences under Section 420 of the Indian Penal Code, 1860, Sections 103 and 104 of the Trade Marks Act, 1999 against our Company and its directors, Rahul Suri and Jagdish Kumar Suri for using the trademark Taj Mahal belonging to the Complainant without their consent. Following the registration of the FIR, a cancellation report was submitted by the police. The Complainant challenged the cancellation report before Judicial Magistrate I st Class, Batala, Gurdaspur, Punjab ( JMIC ), however, it was dismissed. Thereafter, a criminal miscellaneous application filed before the District and Sessions Courts, Gurdaspur (the Court ) was allowed. The criminal revision petition bearing number CRR/130/2023 is currently pending before the Court and is listed for hearing on April 9, 2026.

Criminal proceedings initiated by our Company

Except as stated below, there are no outstanding criminal proceedings initiated by our Company, as on the date of this Red Herring Prospectus.

1. A Complaint bearing number CT/10911/2018 was filed by our Company against Vishal Chaudhary, proprietor of M/s Outdoor Solutions ( Respondent ) under Section 138 and 142 of the Negotiable Instrument Act, 1881 before the Chief Metropolitan Magistrate Court, Patiala House, New Delhi (the

Court ), for a sum of 3 million, along with interest at the rate of 18 % per annum, in relation to the dishonor of cheque issued by the Respondent. The cheque was presented by our Company to the bank; however, the cheque was dishonored on account of payment being stopped by the Respondent. The matter is currently pending before the Court and is listed for hearing on April 30, 2026.

ii. Other material proceedings

Civil proceedings against our Company

Except as stated below, there are no outstanding civil proceedings initiated against our Company, as on the date of this Red Herring Prospectus.

1. A civil suit bearing number CS/13/2022 was filed before the District and Sessions Court, Gurdaspur (the Court ) by, M/s. New Bharat Rice Mills ( Plaintiff ), against our Company and its directors, Jagdish Kumar Suri and Rahul Suri ( Defendants ) . The Plaintiff has sought compensation for profits earned by infringing and using the trademark Taj Mahal, an injunction restraining the Defendants from using the trademark, and rendition of accounts of profit earned by the Defendants for supplying rice for 98.14 million. The matter is currently pending before the Court and is listed for hearing on March 12, 2026.

Civil proceedings initiated by our Company

Except as stated below, there are no outstanding civil proceedings initiated by our Company, as on the date of this Red Herring Prospectus.

1. Our Company has filed a consumer complaint bearing number CC/155/2021 before the District Consumer Dispute Redressal Commission, Tis Hazari Court, Delhi ( Commission ) against National Insurance Company Limited under section 35 of the Consumer Protection Act, 2019 to claim insurance amount and compensation for the losses incurred to our Company due to a fire that damaged the consignment while in transit from Uruguay Port to Umm Qasr Port, Iraq. Our Company has sought a claim of USD 0.80 million along with interest at the rate of 18% per annum. The matter is currently pending before the Commission.

2. Our Company has filed an arbitration petition bearing number RCK 20F/2019 under the Arbitration and Conciliation Act, 1996, before the sole arbitrator, against the Union of India ( Respondent ). The dispute arose pursuant to a tender dated July 28, 2017, for the supply of 500 MT of sharbati rice for confirming to Defence Food Specifications No. 168. As per the terms of the tender, the Claimant had supplied rice at the rate of 0.042 million per MT and furnished a bank guarantee of 2.24 million dated August 04, 2017, as performance security. The Respondent rejected the goods supplied on the basis of an incorrect testing method and forfeited the Companys bank guarantee. Our Company has sought 19.80 million along with interest at the rate of 18 % per annum. The matter is currently pending.

3. Our Company has filed a commercial suit bearing number CS (COMM) 1251/2025 before the High Court of Delhi at New Delhi (the Court ) against Knam Foods Private Limited and Others

( Defendants ) under Section 134 and Section 135 of the Trademarks Act, 1999, seeking a permanent injunction to restrain the infringement of our registered trademark, passing off, damages, and rendition of accounts. Additionally, the suit is filed under Section 51 and Section 55 of the Copyright Act, 1957, for infringement of our copyright. The infringement involves our registered trademarks and copyrighted artwork, namely AEROPLANE LA TASTE , AL-BUSTAN and AL LABEL (EXPORT) , for which an ex-parte ad-interim injunction order has been passed by the Court against by the Defendants on November 24, 2025. Our Company has sought damages of 20 million. The matter is currently pending and listed for hearing on April 14, 2026.

iii. Outstanding actions by statutory or regulatory authorities involving our Company

As on the date of this Red Herring Prospectus, there are no outstanding actions by statutory or regulatory authorities involving our Company

iv. Adjudication application filed by our Company

Our Company has suo moto filed adjudication applications before the Registrar of Companies, Delhi and Haryana at New Delhi on April 15, 2025, seeking adjudication for certain non-compliances, erroneous disclosures, non-filings of certain forms as required under the provisions of the Companies Act, 1956 and Companies Act, 2013. Our Company is currently awaiting the order of adjudication. For risks relating to the same, please refer Risk Factors - We are unable to trace some of our historical records with respect to secretarial forms filed with the Registrar of Companies. Additionally, there are certain discrepancies/errors/non-filing/non-availability which have occurred in some of our corporate records relating to forms filed with the RoC and other provisions of Companies Act, 1956 and Companies Act, 2013. Any penalty or action taken by any regulatory authorities in future, for non-compliance with provisions of corporate or any other law could impact the financial position of our Company to that extent on page 49.

B. LITIGATIONS INVOLVING OUR PROMOTERS

i. Outstanding criminal proceedingss

Criminal proceedings against our Promoters

Except as disclosed in section titled Criminal proceedings against our Company on page 402, there are no outstanding criminal proceedings filed against our Promoters as on the date of this Red Herring Prospectus.

Criminal proceedings initiated by our Promoters

There are no outstanding criminal proceedings initiated by our Promoters as on the date of this Red Herring Prospectus.

ii. Other material proceedings

Civil proceedings against our Promoter

Except as disclosed in section titled Litigations Involving our Company - Other material proceedings - Civil proceedings against our Company on page 403, as on the date of this Red Herring Prospect, there are no pending civil proceedings filed against our Promoters.

Civil proceedings initiated by our Promoter

As on the date of this Red Herring Prospectus, there are no outstanding civil proceedings initiated by our Promoters. iii. Outstanding actions by statutory or regulatory authorities against our Promoters

As on the date of this Red Herring Prospectus, there are no outstanding action by statutory or regulatory authorities against our Promoters.

C. LITIGATION INVOLVING OUR DIRECTORS (Other than our Promoters)

i. Outstanding criminal proceedings

Criminal proceedings against our Directors

There are no outstanding criminal proceedings initiated against our Directors as on the date of this Red Herring Prospectus.

Criminal proceedings initiated by our Directors

As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated by our Directors.

ii. Other material proceedings

Civil proceedings against our Directors

There are no outstanding civil proceedings initiated against our Directors as on the date of this Red Herring Prospectus.

Civil proceedings initiated by our Directors

As on the date of this Red Herring Prospectus, there are no outstanding civil proceedings initiated by our Directors.

iii. Outstanding actions by statutory or regulatory authorities involving our Directors

As on the date of this Red Herring Prospectus, there are no outstanding action by statutory or regulatory authorities involving our Directors.

D. LITIGATIONS INVOLVING OUR SUBSIDIARY

i. Outstanding criminal proceedings

Criminal proceedings against our Subsidiary

As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings against our Subsidiary.

Criminal proceedings initiated by our Subsidiary

As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated by our Subsidiary.

ii. Other material proceedings

Civil proceedings against our Subsidiary

As on the date of this Red Herring Prospectus, there are no outstanding civil proceedings against our Subsidiary.

Civil proceedings initiated by our Subsidiary

As on the date of this Red Herring Prospectus, there are no outstanding civil proceedings initiated by our Subsidiary.

iii. Outstanding actions by statutory or regulatory authorities involving our Subsidiary

As on the date of this Red Herring Prospectus, there are no outstanding action by statutory or regulatory authorities involving our Subsidiary.

E. LITIGATIONS INVOLVING OUR KEY MANAGERIAL PERSONNEL AND MEMBERS OF

SENIOR MANAGEMENT

i. Outstanding criminal proceedings

Criminal proceedings against our Key Managerial Personnel and members of Senior Management

As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings against our Key Managerial Personnel and members of Senior Management.

Criminal proceedings initiated by our Key Managerial Personnel and members of Senior Management.

As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated by our Key Managerial Personnel and members of Senior Management.

ii. Outstanding actions by statutory or regulatory authorities involving our Key Managerial Personnels and members of Senior Management.

As on the date of this Red Herring Prospectus, there is no outstanding action by statutory or regulatory authorities against our Key Managerial Personnel and members of Senior Management.

F. OUTSTANDING LITIGATIONS INVOLVING OUR GROUP COMPANIES

As on the date of this Red Herring Prospectus, our Company does not have any Group Company.

G. TAX LITIGATIONS

Except as disclosed below, there are no outstanding tax litigations involving our Company, Directors (Other than our Promoters), Promoters and Subsidiary.

( in million)

Nature of proceedings Number of proceedings outstanding Amount involved*
Company
Direct Tax 1 278.83
Indirect Tax 21 144.72
Directors (other than our Promoters)
Direct Tax Nil Nil
Indirect Tax Nil Nil
Promoters
Direct Tax Nil Nil
Indirect Tax Nil Nil
Subsidiary
Direct Tax Nil Nil
Indirect Tax Nil Nil
* To the extent quantifiable

H. OUTSTANDING DUES TO CREDITORS

In accordance with the Materiality Policy, details of outstanding dues (trade payables) owed to MSME (as defined under section 2 of the Micro, Small and Medium Enterprises Development Act, 2006), material creditors and other creditors, as at September 30, 2025, are set out below:

( in million )
Type of Creditors Number of Creditors Amount due*
Micro, Small and Medium enterprises Nil Nil
Material Creditors 6 726.91
Other Creditors 66 809
Total 72 1,535.91

*As certified by Pramod K. Sharma & Co, Chartered Accountants, the Statutory Auditors of our Company, by way of their certificate dated March 12, 2026.

Details pertaining to outstanding dues to material creditors along with names and amounts involved for each such material creditor shall be made available on the website of our Company at https://www.aeroplanerice.com/investor-information/.

I. MATERIAL DEVELOPMENTS

Other than as stated in section titled Managements Discussion and Analysis of Financial Condition and Results of Operations beginning on page 360, there have not arisen, since the date of the last financial information disclosed in this Red Herring Prospectus, any circumstances which materially and adversely affect, or are likely to affect, our operations, our profitability taken as a whole or the value of our assets or our ability to pay our liabilities within the next 12 months from the date of the filing of this Red Herring Prospectus.

J. OTHER CONFIRMATIONS

There are no findings/ observations of any regulators that are material, and which need to be disclosed or non-disclosure of which may have a bearing on the investment decision. Further, our Company has not received any findings/ observations from SEBI pursuant to the Issue, as on the date of this Red Herring Prospectus.

Knowledge Center
Logo

Logo IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000

Logo IIFL Capital Services Support WhatsApp Number
+91 9892691696

Download The App Now

appapp
Loading...

Follow us on

facebooktwitterrssyoutubeinstagramlinkedintelegram

2026, IIFL Capital Services Ltd. All Rights Reserved

ATTENTION INVESTORS

RISK DISCLOSURE ON DERIVATIVES

Copyright © IIFL Capital Services Limited (Formerly known as IIFL Securities Ltd). All rights Reserved.

IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213,IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248, DP SEBI Reg. No. IN-DP-185-2016, BSE Enlistment Number (RA): 5016
ARN NO : 47791 (AMFI Registered Mutual Fund & Specialized Investment Fund Distributor), PFRDA Reg. No. PoP 20092018

ISO certification icon
We are ISO/IEC 27001:2022 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.