Pajson Agro India Ltd Management Discussions

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations for the Fiscal Year 2025, Fiscal Year 2024 and Fiscal Year 2023 is based on, and should be read in conjunction with, our Restated Financial Information, including the schedules, notes and significant accounting policies thereto, included in the chapter titled "Restated Financial Information" beginning on page 215. Our Restated Financial Information has been derived from our audited financial statements and restated in accordance with the SEBIICDR Regulations and the ICAI Guidance Note. Our financial statements are prepared in accordance with AS.

You should read the following discussion of our financial condition and results of operations together with our restated financial information included in this Draft Red Herring Prospectus. You should also read the section titled "Risk Factors" beginning on page 31, which discusses a number offactors, risks and contingencies that could affect our financial condition and results of operations. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year are to the twelve-month period ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to "we", "us" or "our" refers to Pajson Agro India limited Limited, our Company. Unless otherwise indicated, financial information included herein are based on our "Restated Financial Information " for the Fiscal Year 2025, Fiscal Year 2024 and Fiscal Year 2023 included in this Draft Red Herring Prospectus beginning on page 215.

Note: Statement in the Management Discussion and Analysis Report describing our objectives, outlook, estimates, expectations or prediction may be "Forward Looking Statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to our operations include, among others, economic conditions affecting demand/supply and price conditions in domestic and overseas market in which we operate, changes in Government Regulations, Tax Laws and other Statutes and incidental factors.

Business Overview

We are into processing of raw cashew nuts into cashew kernels and supplies to domestic and international markets. Our product portfolio primarily comprises various grades of cashew nuts, which are processed and packaged in bulk as well as consumer-oriented retail packs. Additionally, we market select dry fruits under our white-label brand "Royal Mewa" through a combination of e-commerce platforms and offline distribution channels. In addition, the cashew husk and cashew nut shells which are the by-products after processing of Raw Cashews are also supplied which are utilized in agricultural and industrial applications, hence offering additional value from our processing operations.

Key Performance Indicators of our Company.

	(Rs. in Lakhs, except percentages and ratios)
Key Financial Performance*	March 31, 2025	March 31, 2024	March 31, 2023
Revenue from Operations (1)	18,726.83	9,591.21	10,111.88
EBITDA (2)	3026.83	573.56	110.11
EBITDA Margin (3)	16.16%	5.98%	1.09%
Operating EBITDA (4)	3,025.72	561.07	108.80
Operating EBITDA Margin (%) (5)	16.16%	5.85%	1.08%
Profit After Tax (PAT) (6)	2,041.72	335.31	1.67
PAT Margin (7)	10.90%	3.50%	0.02%
Total Borrowings (8)	1457.01	1457.39	-
Net Worth (9)	4,420.90	2,379.18	2,043.87
Return on Equity (ROE) (%)(10)	60.05%	15.16%	0.08%
Return on Capital Employed (ROCE) (%) (11)	48.21%	12.18%	0.81%
Debt Equity Ratio (times) (12)	0.33	0.61	-
Current Ratio (times) (13)	1.62	1.04	1.05
Fixed Asset Turnover Ratio (times) (14)	7.32	4.62	5.38
Inventory (15)	1,403.92	2,206.72	2,566.07
Inventory Turnover Ratio (in days) (16)	48	116	70
Number of Distributors/Wholesaler (number) (17)	71	61	65
Total Raw Cashew Nuts Procured (in kg) (18)	1,07,64,187	87,06,938	92,74,745
Average sales Realization per kg of Raw Cashew Nuts consumed (19)	147.32	122.15	119.23

*As certified by M/s. Mundra & Co, Independent Chartered Accountants by way of their certificate dated September 22, 2025.

Notes:

1. Revenue from operation means revenue from sales and other operating revenues

2. EBITDA is calculated as Profit before tax + Depreciation + Interest Expenses

3. EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations

4. Operating EBITDA is calculated as profit before tax plus finance costs, depreciation and amortization expense and less other income

5. Operating EBITDA Margin (%) is calculated as Operating EBITDA divided by Revenue from Operations

6. PAT is calculated as Profit before tax - Tax Expenses

7. PAT Margin is calculated as PAT for the year divided by revenue from operations

8. Total borrowings represent sum of current and non-current borrowings including lease liabilities

9. Net Worth means the aggregate value of the paid up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of assets, write back of depreciation and amalgamation, in accordance with Regulation 2(1)(hh) of the SEBIICDR Regulations

10. Return on Equity is ratio of Profit after Tax and Average Shareholder Equity

11. Return on Capital Employed is ratio of EBIT and Total Equity + Debt + Deferred tax liability - Intangible

12. Debt to Equity ratio is calculated as Long Term Debt + Short Term Debt divided by equity

13. Current Ratio is calculated by dividing Current Assets to Current Liabilities

14. Fixed Assets Turnover Ratio is calculated as revenue from operations for the year/ period divided by Average property, plant and equipment

15. Inventory includes Stock of Raw Material, Goods in Transit, Stock in Trade, Finished Goods and Stores and spares and packing materials.

16. Inventory Turnover ratio is calculated as Cost of Goods Sold divided by Average Inventory multiplied by number of days in a year.

17. Number of distributors/wholesalers refers to the number of distributors/dealers/wholesaler customers that our Company is working with during the relevant financial year.

18. Total Raw Cashew Nuts Procured refers to the total quantity of raw cashew nuts procured by the Company for processing..

19. Average sales realization per kilogram of Raw Cashew Nuts is computed as net revenue from operations (which is revenue from sale of manufactured goods plus closing value of Finished good less opening value of Finished good) for the relevant financial year divided by Total Raw Cashew Nuts Procured + Opening Stock of Raw Cashew Nuts less Closing Stock of Raw Cashew Nuts, in kilogram in the relevant financial year.

Significant Developments after March 31, 2025

In the opinion of the Board of Directors of our Company, since March 31, 2025 period as disclosed in this Draft Red Herring Prospectus, there have not arisen any circumstance that materially or adversely affect or are likely to affect the profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months, except for the following events which do not have a material impact on the profitability of our Company:

1. The Company has passed a Board resolution in the meeting of the Board of Directors held on August 24, 2025 authorizing the Board of Directors to raise funds by making an Initial Public Offering.

2. The Company has passed a special resolution in the Extra Ordinary General meeting held on August 26, 2025 authorizing the Board of Directors to raise funds by making an Initial Public Offering.

3. The Company has approved the Restated Financial Statements for the period ended on March 31, 2025, March 31, 2024 and March 31, 2023 in the Board meeting dated August 28, 2025.

4. The Company has approved the Draft Red Herring Prospectus vide resolution in the Board Meeting dated September 26, 2025.

5. Bonus Issue of 1,39,99,996 Equity Shares of Face Value of Rs.10/- each fully paid up on May 26, 2025 in the ratio of 4:1 i.e. 4(Four) Bonus Equity Shares for 1(One) Equity Share held by the existing equity shareholders, as per the details given below:

Sr. No Name	Face Value ( Rs.)	Issue Price ( Rs.)	Nature of Allotment	No. of Equity Shares
1. Aayush Jain	10/-	Nil		34,60,000
2. Anjali Jain	10/-	Nil		40,000
3. Nupur Aggarwal	10/-	Nil	Bonus Issue in ratio of	4,20,000
4. Urvashi Aggarwal	10/-	Nil	4:1	4,20,000
5. Ankur Garg	10/-	Nil		8,40,000
6. Pulkit Jain	10/-	Nil		83,99,996
7. Disha Varun Aggarwal	10/-	Nil		4,20,000

6. The Company has passed an Ordinary resolution at the EGM of members held on May 25, 2025 for increase the authorized share capital of company. ⁷

7. The Company had acquired the land of amount Rs. 667.40 Lakhs prior to the date of issuance of this certificate, which fact has also been duly disclosed by the Statutory Auditor in the financial statements for the year ended 31st March 2025.

Statement of Significant Accounting Policies

For details in respect of Statement of Significant Accounting Policies, please refer to the chapter titled "Restated Financia l Information" beginning on page 215.

Key components of our Companys Balance Sheet

The following table sets forth select financial data derived from our restated statement of Balance Sheet as at Fiscal 2025, 2024, and 2023:

Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
Liabilities
Long Term Borrowings	9.64	-	-
Short Term Borrowings	1,447.37	1,457.39	-
Trade Payables	316.84	1,506.14	2,890.83
Other Current Liabilities	239.43	98.04	77.32
Assets
Property, Plant & Equipment and Intangible Assets	3,118.75	2,306.42	1,851.69
Trade receivables	352.21	307.64	96.30
Inventories	1,403.92	2,206.72	2,566.07
Cash and cash equivalents	511.64	55.44	60.61
Short-term loans and advances	983.76	633.05	397.19

Fiscal 2025 compared with Fiscal 2024 Borrowings:

Our Companys borrowings have remained at par in Fiscal 2025 as required for the operations of the company, following are the details of Long- & Short-Term borrowings of the company:

		(Rs. in Lakhs)
Particulars	Fiscal 2025	Fiscal 2024
Long Term Borrowings	9.64	-
Short Term Borrowings	1,447.37	1,457.39
Total	1,457.01	1,457.39

Trade Payables:

Trade payables include dues payables to creditors, Companys payables in Fiscal 2025 have decreased reflecting prompt payments being made by the company, following are details of Trade Payables of the company:

		(Rs. in Lakhs)
Particulars	Fiscal 2025	Fiscal 2024
Total outstanding dues of micro enterprises and small enterprises	13.78	56.87
Total outstanding dues of creditors other than micro enterprises and small enterprises	303.06	1,449.27
Total	316.84	1,506.14

Other Current Liabilities:

The companys other current liabilities have increased in Fiscal 2025 due to an increase in the statutory dues payable and creditors for capital goods. Further, the details of same are given below:

		(Rs. in Lakhs)
Particulars	Fiscal 2025	Fiscal 2024
Statutory Dues Payables	35.21	12.50
Advances Received from Customers	5.62	14.05
Salary & Wages Payable	34.72	36.69
Payable for Expenses	39.43	34.30
Security Deposit	0.50	0.50
Creditors for Capital Goods	123.95	-
Total	239.43	98.04

Property, Plant & Equipment and Intangible Assets:

Following are the details of "Property, Plant & Equipment and Intangible Assets":

		(Rs. in Lakhs)
Particulars	Fiscal 2025	Fiscal 2024
Property, Plant & Equipment	2,809.65	2,304.41
Intangible Assets	2.23	1.79
Capital Work in Progress	306.87	0.22
Total	3,118.75	2,306.42

During FY 2024-25, the Company reported an increase of Rs.812.32 Lakhs in Property, Plant & Equipment and Intangible Assets compared to FY 2023-24. This growth was primarily driven by the purchase of Plant and Machinery amounting to Rs.560.90 Lakhs and the recognition of Plant and Machinery Work-in-Progress (WIP) valued at Rs.306.87 Lakhs during the fiscal year.

Trade receivables:

Trade receivables include dues from customers remaining unpaid, Companys receivables have increased in Fiscal 2025 in line with growing operations of the company, following are details of Trade receivables of the company:

		(Rs. in Lakhs)
Particulars	Fiscal 2025	Fiscal 2024
Trade receivables	352.21	307.64

Inventories:

The companys inventory decrease from FY 2024 to FY 2025 due to decreased in raw material. In November 2023, technological developments enhanced production capacity, enabling higher finished goods output with lower raw material consumption per unit. With efficient utilization of resources in production, the company no longer needs to maintain excess raw material, ensuring optimized operations and cost efficiency. The following are the details of the Inventories of the company:

		(Rs. in Lakhs)
Particulars	Fiscal 2025	Fiscal 2024
Raw Materials	973.80	1,786.42
Goods in Transit - Raw Material	283.08	102.52
Stock in Trade	0.21	-
Finished Goods	111.94	302.22
Stores and spares and packing materials	34.90	15.56
Total	1,403.92	2,206.72

Cash & Cash Equivalents:

The companys Cash & Cash equivalents increased due to day to day operations of the company. The following are the details of the Cash & Cash Equivalents of the company:

		(Rs. in Lakhs)
Particulars	Fiscal 2025	Fiscal 2024
Balances with Banks in Current Accounts	507.97	54.50
Cash on Hand	3.67	0.94
Total	511.64	55.44

Short-term Loans & Advances:

The companys Short-term loans & advances increased due to increase in advance to vendors and an increase in balance with revenue authorities. The following are the details of the Short-term loans & advances of the company:

		(Rs. in Lakhs)
Particulars	Fiscal 2025	Fiscal 2024
Advance to Vendors	367.50	37.53
Balance with Revenue Authorities	604.33	591.27
Advance to Staff	1.10	1.10
Excess contribution towards CSR	5.20	-
Prepaid Expenses	5.64	3.15
Total	983.76	633.05

Fiscal 2024 compared with Fiscal 2023 Borrowings:

The Companys borrowings increased in Fiscal 2024 to finance the growing operations of the company. The following are details of Long- & Short-Term borrowings of the company:

		(Rs. in Lakhs)
Particulars	Fiscal 2024	Fiscal 2023
Long Term Borrowings	-	-
Short Term Borrowings	1,457.39	-
Total	1,457.39	-

Trade Payables:

Trade payables include dues payables to expense creditors, Companys payables have increased in Fiscal 2024 in line with growing expenses of the company, following are the details of Trade Payables of the company:

		(Rs. in Lakhs)
Particulars	Fiscal 2024	Fiscal 2023
Total outstanding dues of micro enterprises and small enterprises	56.87	15.15
Total outstanding dues of creditors other than micro enterprises and small enterprises	1,449.27	2,875.68
Total	1,506.14	2,890.83

Other Current Liabilities:

The companys other current liabilities constantly increased in Fiscal 2025 due to an increase in statutory dues payable, advances received from customers and security deposit , following are the details of other current liabilities of the company:

		(Rs. in Lakhs)
Particulars	Fiscal 2024	Fiscal 2023
Statutory Dues Payables	12.50	10.14
Advances Received from Customers	14.05	4.51
Salary & Wages Payable	36.69	32.07
Payable for Expenses	34.30	30.59
Security Deposit	0.50	-
Total	98.04	77.32

Property, Plant & Equipment and Intangible Assets:

Following are the details of "Property, Plant & Equipment and Intangible Assets":

		(Rs. in Lakhs)
Particulars	Fiscal 2024	Fiscal 2023
Property, Plant & Equipment	2,304.41	1,849.94
Intangible Assets	1.79	1.75
Capital Work in Progress	0.22	-
Total	2,306.42	1,851.69

Company has purchased Plant and Machinery of Rs.547.30 Lakhs in Fiscal 2024, which has contributed to overall increase in Property, Plant & Equipment and Intangible Assets in Fiscal 2024.

Trade receivables:

Trade receivables include dues from customers remaining unpaid, Companys receivables have increased in Fiscal 2024 in line with growing operations of the company, following are details of Trade receivables of the company:

		(Rs. in Lakhs)
Particulars	Fiscal 2024	Fiscal 2023
Trade receivables	307.64	96.30

Inventories:

The companys inventory had decreased due to an decrease in Goods in Transit in Fiscal 2024, which is in line with the growing operations of the company. The following are the details of the Inventories of the company :

		(Rs. in Lakhs)
Particulars	Fiscal 2024	Fiscal 2023
Raw Materials	1,786.42	778.26
Goods in Transit - Raw Material	102.52	1,517.00
Finished Goods	302.22	266.42
Stores and spares and packing materials	15.56	4.39
Total	2,206.72	2,566.07

Cash & Cash Equivalents:

The companys Cash & Cash equivalents decreased due to a decrease in the bank balance in the Current Account. This decrease is on account of the advance payment made to vendors. The following are the details of the Cash & Cash Equivalents of the company:

		(Rs. in Lakhs)
Particulars	Fiscal 2024	Fiscal 2023
Balances with Banks in Current Accounts	54.50	60.61
Cash on Hand	0.94	-
Total	55.44	60.61

Short-term Loans & Advances:

The companys Short-term loans & advances increased in Fiscal 2024 due to an increase in advance to vendors and balance with revenue authorities. The following are the details of the Short-term loans & advances of the company:

		(Rs. in Lakhs)
Particulars	Fiscal 2024	Fiscal 2023
Advance to Vendors	37.53	1.66
Balance with Revenue Authorities	591.27	393.72
Advance to Staff	1.10	1.80
Excess contribution towards CSR	-	-
Prepaid Expenses	3.15	-
Total	633.05	397.19

Results of our Operation

The following discussion on results of operations should be read in conjunction with the Restated Financial Information of our Company the Fiscal Year 2025, Fiscal Year 2024 and Fiscal Year 2023:

	(Rs. in Lakhs)
Particulars	For the Year Ended on
	March 31, 2025	% of Total Income	March 31, 2024	% of Total Incom e	March 31, 2023	% of Total Income
Revenue From Operations	18,726.83	99.99%	9,591.21	99.87 %	10,111.88	99.99%
Other Income	1.11	0.01%	12.49	0.13%	1.31	0.01%
Total Income	18,727.94	100.00%	9,603.71	100.00 %	10,113.19	100.00%
Expenditure
Cost of Material Consumed	12,341.68	65.90%	7,537.46	78.48 %	8,151.51	80.60%
Purchases of Stock in Trade	1,168.49	6.24%	0.00	0.00%	0.00	0.00%
Changes in Inventories of Finished Goods, WIP & Stock-in-trade	190.08	1.01%	-35.80	-0.37%	158.72	1.57%
Employee Benefits Expense	929.68	4.96%	791.31	8.24%	703.83	6.96%
Finance Cost	155.36	0.83%	14.76	0.15%	14.11	0.14%
Depreciation and Amortisation Expenses	138.44	0.74%	96.59	1.01%	93.54	0.92%
Other Expenses	1,071.19	5.72%	737.17	7.68%	989.01	9.78%
Total Expenditure	15,994.91	85.41%	9,141.49	95.19 %	10,110.73	99.98%
Profit/(Loss) Before Tax	2,733.03	14.59%	462.21	4.81%	2.46	0.02%
Tax Expense:
Tax Expense for Current Year	656.11	3.50%	28.54	0.30%	-	-
Deferred Tax	35.2	0.19%	98.37	1.02%	0.79	0.01%
Net Current Tax Expenses	691.31	3.69%	126.9	1.32%	0.79	0.01%
Profit After Tax	2,041.72	10.90%	335.31	3.49%	1.67	0.02%

Factors affecting our Results of Operations

Our business is subjected to various risks and uncertainties, including those discussed in the section titled "Risk Factors" beginning on page 31. Our results of operations and financial conditions are affected by numerous factors including the following:

• Changes in laws and regulations relating to the sectors/areas in which we operate;

• Inability to identify or effectively respond to customers expectations or market practise in a timely manner;

• Our ability to successfully implement our growth strategy and expansion plans.

• Our failure to keep pace with rapid changes in technology;

• Our ability to meet our further capital expenditure requirements;

• Our ability to attract and retain qualified personnel;

• Conflict of Interest with Promoters, the promoter group and other related parties;

• Changes in political and social conditions in India, the monetary and interest rate policies of India and other countries;

• Volatility of loan interest rates and inflation;

• General economic and business conditions in the markets in which we operate and in the local, regional, national and international economies;

• Changes in government policies and regulatory actions that apply to or affect our business;

• Our inability to maintain or enhance our brand recognition;

Key components of our Companys Profit and Loss Statement

Revenue from operations: Revenue from operations mainly consists of Cashew Kernels Sales.

Other Income: Other Income includes Interest income, Foreign Exchange Gain, Interest on IT Refund, Rebate and Discount, Misc Income and Export Incentive,

Expenses: Companys expenses consist of Cost of Material Consumed, Purchases of Stock in Trade, Changes in Inventories of Finished Goods, WIP & Stock-in-trade, Employee Benefit Expenses, Finance Cost, Depreciation and Amortization Expense, Other Expenses and tax expenses.

Employee Benefits Expense: Employee benefit expenses include Salaries and Wages, Contribution to Provident Fund & Other Fund, Worker Travelling Expense & Staff Welfare Expenses.

Finance Cost: Finance Cost includes Interest Expense and Other Borrowing Cost.

Depreciation and Amortization Expense: We recognize Depreciation and Amortization expense on a WDV basis as per the rates set forth in the Companies Act, 2013.

Other Expenses: Other expenses include Electricity & Diesel Expenses, Repair and Maintenance Expenses, Travelling & Conveyance Expenses, Job Work Charges, Freight & Cartage Charges, Rent Expenses, Commission on Sales etc.

Fiscal 2025 compared with Fiscal 2024

			(Rs. in Lakhs)
	For the Year Ended on
Particulars	March 31, 2025	March 31, 2024	% Change
Revenue From Operations	18,726.83	9,591.21	95.25%
Other Income	1.11	12.49	(91.10) %
Total Income	18,727.94	9,603.70	95.01%
Expenditure
Cost of Material Consumed	12,341.68	7,537.46	63.74%
Purchases of Stock in Trade	1,168.49	-	-
Changes in Inventories of Finished Goods, WIP & Stock-in-trade	190.08	(35.80)	(630.98) %
Employee Benefits Expense	929.68	791.31	17.49%
Finance Cost	155.36	14.76	952.57%
Depreciation and Amortisation Expenses	138.44	96.59	43.32%
Other Expenses	1,071.19	737.17	45.31%
Total Expenditure	15,994.91	9,141.49	74.97%
Profit/(Loss) Before Tax	2,733.03	462.21	491.30%
Tax Expense:
Tax Expense for Current Year	656.11	28.54	2199.24%
Deferred Tax	35.20	98.37	(64.22) %
Net Current Tax Expenses	691.31	126.90	444.76%
Profit After Tax	2,041.72	335.31	508.91%

Revenue from Operation

Revenue from operations has increased by 93.26% from Rs.9,689.94 Lakhs in Fiscal 2024 to Rs.18,726.83 Lakhs in Fiscal 2025. Revenue from operations included following:

					(Rs. in Lakhs)
	Fiscal 2025		Fiscal 2024
Particulars	Revenue from Operations	%	Revenue from Operations	%	Absolute change
Cashew Kernels	16,710.80	89.23%	8,722.57	90.94%	7,988.23
Raw Cashew Nuts	1,134.63	6.06%	355.09	3.70%	779.53
Others	33.54	0.18%	-	-	33.54
By-products	839.67	4.48%	513.56	5.35%	326.11
Export Incentive	8.20	0.04%	-	-	8.20
Total	18726.83	100.00%	9591.21	100.00%	9135.61

Revenue from operations increased significantly in Fiscal 2025, primarily due to a sharp rise in revenue from Cashew Kernels, which grew from Rs.8,722.57 Lakhs in Fiscal 2024 to Rs.16,709.29 Lakhs.

The above growth is due to significant technology upgradation in its shelling section, which is considered the most critical stage of cashew processing. The new shelling machines, sourced from Vietnam, represent the latest and most advanced technology available globally for raw cashew nut (RCN) processing. The Raw Cashew Nuts processing increased from 7,422.55 MT in FY 2024 to 10,960 MT in FY 25.

The company enhanced operational efficiency, improving yield and product quality. Continuous improvements in production and sales capabilities enabled it to secure better pricing for its products. Strengthened customer trust drove higher demand, attracting new large clients who were earlier hesitant. Consequently, state-wise sales increased directly, reflecting sustained growth and market acceptance of the companys offerings, while ensuring competitiveness and long-term business expansion.

There is enhancement in yield of whole kernels, as prior to the upgradation, the Company achieved approximately 90% wholes after shelling whereas with the installation of the new machines, the yield of whole kernels increased to nearly 98%, translating into an incremental 8% production of whole kernels. Also, the realisation also increased and this cause to increase in revenue.

Other Income

Other income had decreased by Rs.11.38 Lakhs from Rs.12.49 Lakhs in Fiscal 2024 to Rs.L11 Lakhs in Fiscal 2025 due to Foreign Exchange Loss in Fiscal 2025 while there was Foreign Exchange Gain of ^11.04 Lakhs in Fiscal 2024.

Cost of Material Consumed

The cost of material consumed is increased by Rs.4,804.22 from Rs.7,537 lakhs in FY 24 to Rs.12,341.68 in FY 25 due to increase in purchase of Raw material.

Purchase of stock in trade

Purchase of stock in trade increased in Fiscal 2025 by Rs.1168.49 Lakhs as the company commenced its trading operation. Employee Benefit Expenses

Employee benefit expenses has increased by 17.49% from Rs.791.31 Lakhs in Fiscal 2024 to Rs.929.68 Lakhs in Fiscal 2025. This was primarily due to increase in Salary & Wages from Rs.609.26 Lakhs in Fiscal 2024 to Rs.720.72 Lakhs in Fiscal 2025. Employee Benefit expenses increased relatively lesser than the increase in Revenue from operations thereby resulting in increased operational efficiency of the company.

Finance Cost

Finance Cost had increased by Rs.140.60 Lakhs from Rs.14.76 Lakhs in Fiscal 2024 to Rs.155.36 Lakhs in Fiscal 2025. This was primarily due to increase in Interest on Borrowings from Bank from Rs.0.89 lakhs in Fiscal 2024 to Rs.78.56 Lakhs in Fiscal 2025 & increase in Interest on Borrowings to Related Party from Rs.1.63 Lakhs in Fiscal 2024 to Rs.54.00 Lakhs in Fiscal 2025.

Depreciation and Amortization Expenses

Depreciation had increased by 43.32% from Rs.96.59 Lakhs in Fiscal 2024 to Rs.138.44 Lakhs in Fiscal 2025. This was primarily due to addition of plant and machinery of Rs.560.90 Lakhs by our Company during Fiscal 2025.

Other Expenses

Other expenses increased by 41.08% from Rs.737.17 Lakhs in Fiscal 2024 to Rs.1,071.19 Lakhs in Fiscal 2025. The increase was primarily due to increase in Electricity & Diesel Expenses by Rs.44.94 Lakhs, Job Work Charges by Rs.58.60 Lakhs, Freight & Cartage Charges by Rs.33.14 Lakhs, etc.in Fiscal 2025.

Tax Expenses

The Companys tax expenses had increased by Rs.564.41 Lakhs from Rs.126.11 Lakhs in Fiscal 2024 to ^691.31 Lakhs in Fiscal 2025. This was primarily due to increase in current tax expenses during the year which got increased from Rs.28.54 Lakhs in Fiscal 2024 to Rs.656.11 Lakhs in Fiscal 2025.

Profit after Tax

In Fiscal 2025, the Company reported a net profit of Rs.2041.72 Lakhs attributable to owners, marking a significant increase from Rs.335.31 lakhs in Fiscal 2024. This growth was primarily driven by an increase in revenue from operation, which rose from Rs.9,591.21 Lakhs in Fiscal 2024 to Rs.18,726.83 Lakhs in Fiscal 2025. As the revenue increased due to higher production volume as the processing of Raw cashew nuts increase from 7472.55 MT in FY 24 to 10,960 MT in FY 25. The substantial increase in volume directly enhanced the overall profitability.

Further, cost of production also reduced as with higher production volumes, average expenses per kg of RCN processed is reduced.

Also, earlier shelling process often caused kernels to remain partially stuck in the shell due to imprecise cutting, resulting in wastage and reduced recoveries and with the new machines, high-precision cutting ensures that kernels are fully recovered, minimizing losses and improving overall efficiency. All these leads to increase in profitability.

Fiscal 2024 compared with Fiscal 2023

			(Rs. in Lakhs)
Particulars	For the Year Ended on
	March 31, 2024	March 31, 2023	% Change
Revenue From Operations	9,591.21	10,111.88	(5.15) %
Other Income	12.49	1.31	853.94%
Total Income	9,603.70	10,113.19	(5.04) %
Expenditure
Cost of Material Consumed	7,537.46	8,151.51	(7.53) %
Changes in Inventories of Finished Goods, WIP & Stock- in-trade	(35.80)	158.72	(122.55) %
Employee Benefits Expense	791.31	703.83	12.43%
Finance Cost	14.76	14.11	4.63%
Depreciation and Amortisation Expenses	96.59	93.54	3.26%
Other Expenses	737.17	989.01	(25.46) %
Total Expenditure	9,141.49	10,110.73	(9.59) %
Profit/(Loss) Before Tax	462.21	2.46	18,661.63%
Tax Expense:
Tax Expense for Current Year	28.54	-	100%
Deferred Tax	98.37	0.79	12,310.36%
Net Current Tax Expenses	126.90	0.79	15,910.59%
Profit After Tax	335.31	1.67	19,966.57%

Revenue from Operation

Revenue from operations has decreased by 5.15 % from ^10,111.88 Lakhs in Fiscal 2023 to Rs.9,591.21 Lakhs in Fiscal 2024. Revenue from operations included following:

					(Rs. in Lakhs)
	Fiscal 2024		Fiscal 2023		Absolute change
Particulars	Revenue from Operations	%	Revenue from Operations	%
Cashew Kernels	8,722.57	90.95%	8,455.87	83.62%	266.70
Raw Cashew Nuts	355.09	3.70%	1,055.76	10.44%	(700.67)
Almond Kernels	-	0.00%	-	0.00%	-
Pistachios Kernels	-	0.00%	-	0.00%	-
By-products	513.56	5.35%	600.25	5.94%	(86.70)
Export Incentive	-	0.00%	-	0.00%	-
Total	9591.21	100.00%	10,111.88	100.00%	(520.67)

During Fiscal 2024, the Company recorded revenue from operations amounting to Rs.9,591.21 Lakhs, as compared to ^10,111.88 Lakhs in Fiscal 2023, representing a marginal decrease.

The decline in our revenue during FY24, compared to FY23, was primarily driven by two factors:

1. Temporary Suspension of Production (October-November 2023):

To strengthen our long-term operational capabilities, we undertook a planned machinery upgrade during October-November 2023. This required a temporary suspension of production, which had a short-term impact on revenue. However, this investment was necessary to significantly enhance operational efficiency, improve yield, and ensure better quality output, which will result in higher realizations and improved profitability in the years ahead.

2. Lower Contribution from RCN Trading:

Our core business focus remains cashew processing. Raw Cashew Nut (RCN) trading is an opportunistic activity that we engage in only when favourable customer demand and pricing opportunities align. In FY23, we undertook RCN trading worth Rs.1,055.76 lakhs, whereas in FY24, this was Rs.355.09 lakhs. The lower trading volume in FY24 also contributed to the overall dip in revenue.

Conclusion:

While these two factors led to a short-term revenue decline in FY24, they are aligned with our strategy of prioritizing longterm value creation over short-term gains. With upgraded machinery now in place and a sharper focus on efficiency and quality, we are well positioned to achieve stronger, more sustainable growth in the coming years.

Other Income

Other income had increased by 853.34% from Rs.1.31 lakhs in Fiscal 2023 to Rs.12.49 lakhs in Fiscal 2024 due to foreign exchange gain in Fiscal 2024 of ^11.04 lakhs.

Cost of Material Consumed

The cost of material consumed is decreased by 614.05 from Rs.8,151.51 lakhs in FY 25 to Rs.7,537 in FY 24 due to decrease in purchase of Raw material.

Employee Benefit Expenses

Employee benefit expenses had increased by 12.43% from Rs.703.83 lakhs in Fiscal 2023 to ^7 91.31 lakhs in Fiscal 2024. This was primarily due to increase in Salary, Wages & Bonus from Rs.539.67 lakhs in Fiscal 2023 to Rs. 609.26 lakhs in Fiscal 2024, increase in contribution to provident fund and other fund from Rs.52.86 lakhs in Fiscal 2023 to Rs.59.87 lakhs in Fiscal 2024.

Finance Cost

Finance Cost had increased by 4.61% from Rs.14.11 lakhs in Fiscal 2023 to Rs.14.76 lakhs in Fiscal 2024. This was primarily due to increase in Bank Charges from Rs.6.91 lakhs in Fiscal 2023 to ^11.29 lakhs in Fiscal 2024. These expenses increased primarily due to Total Borrowings of Rs. 1457.39 lakhs in Fiscal 2024.

Depreciation and Amortization Expenses

Depreciation had increased by 3.26% from Rs.93.54 lakhs in Fiscal 2023 to Rs.96.59 lakhs in Fiscal 2024. This was primarily due to addition of fixed assets of Rs.550.72 lakhs by company during Fiscal 2024.

Other Expenses

Other expenses had decreased by 25.46% from Rs.989.01 lakhs in Fiscal 2023 to Rs.737.17 lakhs in Fiscal 2024. The decrease was primarily due to foreign exchange loss of Rs.247.46 lakhs in Fiscal 2023 as compared to foreign exchange gain of 11.04 lakhs in Fiscal 2024.

Tax Expenses

The Companys tax expenses had increased by Rs.126.11 lakhs from Rs.0.79 lakhs in the Fiscal 2023 to Rs.126.90 lakhs in Fiscal 2024. This was primarily due to increase in deferred tax expenses during the year which got increased from Rs.0.79 Lakhs in the Fiscal 2023 to Rs.126.90 lakhs in the Fiscal 2024.

Profit after Tax

In Fiscal 2024, the Company reported a net profit of Rs.335.31 lakhs attributable to owners, marking a significant increase from Rs.1.67 lakhs in Fiscal 2023.

Year	Total Kernel Production	Wholes	% to total Kernel Production	PCS	% to total Kernel Production
April 23 to Oct 23	11,45,194.58	6,13,358.72	53.56%	4,94,194.25	43.15%
Nov 23 to Mar 24	8,74,858.01	6,34,355.78	72.51%	1,97,012.87	22.52%

The increase in PAT margin is due to the Company implemented a significant technology upgradation in November, 2023 in its shelling section, which is considered the most critical stage of cashew processing. The new shelling machines, sourced from Vietnam, represent the latest and most advanced technology available globally for raw cashew nut (RCN) processing. The upgradation has brought about meaningful improvements in yield, quality, and efficiency.

The above table is showing from November, 2023 to March, 2023 wholes production is increased from 53.56% to 72.51% and pieces production is decreased from 43.15% to 22.52%.

As the production increase with the good quality this directly enhanced the profitability of the company.

CASH FLOWS

			(Rs. in Lakhs)
Particulars	Period ended March 31, 2025	Period ended March 31, 2024	Period ended March 31, 2023
Net Cash from Operating Activities	1,612.99	(894.98)	1,163.58
Net Cash from Investing Activities	(1,001.05)	(552.82)	(68.44)
Net Cash from Financing Activities	(155.74)	1,442.63	(1,057.77)

Cash Flows from Operating Activities

For the financial year ended March 31, 2025

Our net cash generated from operating activities for period ending March 31, 2025, was at Rs.1,612.99 Lakhs as compared to the Profit Before Tax at Rs.2,733.03 Lakhs. Our operating profit before working capital changes was Rs.3,034.00 Lakhs for the financial year ended March 31, 2025 which was primarily adjusted against increase in trade receivables by Rs.(44.57) Lakhs, increase in short term loans and advances by Rs.(350.71) Lakhs, decrease in Trade Payables by ^(1,185.95) Lakhs, decrease in Inventory by Rs.802.80 Lakhs, and Net income taxes paid of Rs.(660.63) Lakhs (Income taxes paid increased in line with increased Profit Before Tax of the company).

For the financial year ended March 31, 2024

Our net cash generated from operating activities for period ending March 31, 2024, was at Rs. (894.98) Lakhs as compared to the Profit Before Tax at Rs.462.21 Lakhs. Our operating profit before working capital changes was Rs.590.62 Lakhs for the period ended March 31, 2024 which was primarily adjusted against increase in trade receivables by Rs. (211.34) Lakhs, increase in short term loans and advances by Rs.(235.87) Lakhs, decrease in trade payables by Rs.(1,393.85) Lakhs, increase in other current liabilities by Rs.20.73 Lakhs, decrease in Inventory by Rs.359.34 Lakhs and Net income taxes paid of Rs. (24.62) Lakhs.

For the financial year ended March 31, 2023

Our net cash generated from operating activities for period ending March 31, 2023, was at Rs.1,163.58 Lakhs as compared to the Profit Before Tax at Rs.2.46 Lakhs. Our operating profit before working capital changes was Rs.143.12 Lakhs for the financial year ended March 31, 2023 which was primarily adjusted against increase in trade receivables by Rs.(35.68) Lakhs, decrease in short term loans and advances by Rs.132.27 Lakhs, increase in Other Current Assets by Rs.(2.11) Lakhs, increase in trade payables by Rs.2,850.69 Lakhs, increase in other current liabilities by Rs.21.22 Lakhs and increase in Inventory by Rs.(1,950.14) Lakhs.

Cash Flows from Investment Activities

For the financial year ended March 31, 2025

For the financial year ending March 31, 2025, the net cash used in Investing Activities was ( Rs.1,001.05) Lakhs. This was mainly on account of Purchase of Property, Plant and Equipment, Intangible Assets & CWIP of Rs. (837.47) Lakhs, Payment of Capital Advances of ( Rs.160.96) Lakhs, increase in Other Non-Current Assets by Rs. (12.72) Lakhs and Interest received Rs.0.21 Lakhs.

For the financial year ended March 31, 2024

For the financial year ending March 31, 2024, the net cash used in Investing Activities was ( Rs.552.82) Lakhs. This was mainly on account of Purchase of Property, Plant and Equipment, Intangible Assets & CWIP of Rs. (551.32) Lakhs, increase in Other Non-Current Assets by Rs. (1.56) Lakhs and Interest received Rs.0.06 Lakhs.

For the financial year ended March 31, 2023

For the financial year ending March 31, 2023, the net cash used in Investing Activities was ( Rs.68.44) Lakhs. This was mainly on account of Purchase of Property, Plant and Equipment, Intangible Assets & CWIP of Rs. (44.67) Lakhs, increase in Other Non-Current Assets by Rs. (27.80) Lakhs and Interest received Rs.0.05 Lakhs.

Cash Flows from Financing Activities

For the financial year ended March 31, 2025

For the financial year ended March 31, 2025, the net cash used in financing activities was Rs. (155.74) Lakhs. This was mainly on account of proceeds from Long Term Borrowings of Rs.15.00 Lakhs, repayment of Long -Term Borrowings of Rs. (0.73) Lakhs, decrease in Short-Term Borrowings of Rs. (14.65) Lakhs and Finance Cost of Rs. (155.36) Lakhs.

For the financial year ended March 31, 2024

For the financial year ending March 31, 2024, the net cash generated from financing activities was Rs.1,442.63 Lakhs. This was mainly on account of increase in Short-Term Borrowings of Rs.1, 457.39 Lakhs and Finance Cost of Rs. (14.76) Lakhs.

For the financial year ended March 31, 2023

For the financial year ended March 31, 2025, the net cash used in financing activities was Rs. (1,057.77) Lakhs. This was mainly on account of decrease in Short-Term Borrowings of Rs. (1,043.66) Lakhs and Finance Cost of Rs. (14.11) Lakhs.

Related Party Transactions

Related party transactions with certain of our promoters, directors and their entities and relatives primarily relate to remuneration, salary, loans & advances, sales and the issue of Equity Shares. For further details of related parties kindly refer chapter titled "Restated Financial Statements" beginning on page 215.

Off-Balance Sheet Items

We do not have any other off-balance sheet arrangements, derivative instruments or other relationships with any entity that have been established for the purpose of facilitating off-balance sheet arrangements.

Qualifications of the Statutory Auditors which have not been given effect to in the Restated Financial Statements

There are no qualifications in the audit report that require adjustments in the Restated Financial Statements.

Qualitative Disclosure about Market Risk Financial Market Risks

Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk. We are exposed to interest rate risk, inflation and credit risk in the normal course of our business.

Interest Rate Risk

Our financial results are subject to changes in interest rates, which may affect our debt service obligations in future and our access to funds.

Effect of Inflation

We are affected by inflation as it has an impact on the salary, wages, etc. In line with changing inflation rates, we rework our margins to absorb the inflationary impact.

Credit Risk

We are exposed to credit risk on monies owed to us by our customers. If our customers do not pay us promptly, or at all, we may have to make provisions for or write off such amounts.

Other Matters

Details of Default, if any, Including Therein the Amount Involved, Duration of Default and Present Status, in Repayment of Statutory Dues or Repayment of Debentures or Repayment of Deposits or Repayment of Loans from any Bank or Financial Institution

Except as disclosed in chapter titled "Restated Financial Statements beginning on page 215, there have been no defaults in payment of statutory dues or repayment of debentures and interest thereon or repayment of deposits and interest thereon or repayment of loans from any bank or financial institution and interest thereon by our Company.

Material Frauds

There has been no material fraud, as reported by our statutory auditor, committed against our Company, in the last three Fiscals.

Unusual or infrequent events or transactions

Except as described in this Draft Red Herring Prospectus, during the years under review there have been no transactions or events, which in our best judgment, would be considered "unusual" or "infrequent".

Significant Economic Changes that Materially Affected or are Likely to Affect Income from Continuing Operations

Indian rules and regulations as well as the overall growth of the Indian economy have a significant bearing on our operations. Major changes in these factors can significantly impact income from continuing operations. There are no significant economic changes that materially affected our Companys operations or are likely to affect income from continuing operations except as described in chapter titled "Risk Factors" beginning on page 31.

Known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations

Other than as described in the section titled "Risk Factors" and chapter titled "Managements Discussion and Analysis of Financial Conditions and Results of Operations", beginning on page 31and 264 respectively to our knowledge there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our company from continuing operations.

Future relationship between Costs and Income

Other than as described in the section titled "Risk Factors" beginning on page 31, to our knowledge there are no factors, which will affect the future relationship between costs and income, or which are expected to have a material adverse impact on our operations and finances.

The extent to which material increases/decreases in revenue or income from operations are due to increased volume, introduction of new products or services or increased prices

Changes in revenue in the last three financial years are as explained in the part "Financial Year 2024-25 compared with Financial Year 2023-24 and Financial Year 2023-24 Compared with Financial Year 2022-23" above.

Significant dependence on a single or few Suppliers or Customers

Our revenue is not dependent on a single or a few customers /suppliers, except as described in the Chapter "Our Business beginning on page 133.

Status of any publicly announced new products or business segments

Please refer to the chapter titled "Our Business" beginning on page 133 for new products or business segments.

The extent to which the business is seasonal

Our business is not seasonal in nature, for further details Please refer to the chapter titled "Our Business" beginning on page 133of this Draft Red Herring Prospectus

Competitive Conditions

Competitive conditions are as described in the Chapter "Our Business" beginning on page 133.