You should read the following discussion of our financial condition and results of operations together with our Restated Financial Statements included in this Red Herring Prospectus. You should also read the chapter titled Risk Factors beginning on page 16 of this Red Herring Prospectus, which discusses several factors, risks and contingencies that could affect our financial condition and results of operations. The following discussion relates to our Company and is based on our Restated Financial Statements, which have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI Regulations. Portions of the following discussion are also based on internally prepared statistical information and on other sources. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year (Fiscal Year) are to the twelve-month period ended March 31 of that year.

The following discussion and analysis of our financial condition and results of operations for the Financial Year Ended on March 31, 2026, Financial Year ended March 31, 2025, for the Period ended March 31, 2024, For the Period Ended on December 25, 2023 is based on, and should be read in conjunction with, our Restated Financial Statements, including the schedules, notes and significant accounting policies thereto, included in the chapter titled Restated Financial Statements beginning on page 209 of this Red Herring Prospectus.

In this section, unless the context otherwise requires, any reference to we, us or our refers to Peshwa Wheat Limited, our Company. Unless otherwise indicated, financial information included herein are based on our Restated Financial Statements for the Financial Year Ended on March 31, 2026, Financial Year ended March 31, 2025, for the Period ended March 31, 2024, For the Period Ended on December 25, 2023 included in this Red Herring Prospectus beginning on page 209 of this Red Herring Prospectus.

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

Our Company was originally formed as Registered Partnership Firm, under the Partnership Act 1932 (Partnership Act) in the name and style of M/s. Peshwa Wheat pursuant to Deed of Partnership dated September 13, 2017. Thereafter, the Partnership Firm was converted into Public Limited Company under the provisions of Companies Act, 2013 in the name and style Peshwa Wheat Limited and a fresh certificate of incorporation dated December 26, 2023, was issued by Registrar of Companies, Central Registration Centre. The Corporate Identification Number of our Company is U10797MP2023PLC069079.

Our Company is engaged in the business of processing of wheat based products such as Atta - wheat flour, Sortex Wheat, Broken Wheat and processing of other flour products such as Gram Flour (Besan) and Maize Flour. Our Company has presence in packing product segment (50 kg and 30kg). We also utilize the by-products and waste materials, such as wheat bran generated during our manufacturing process for cattle feed. This approach ensures that our processing unit operates with zero waste and zero discharge. We currently operate with a modern, integrated flour processing unit equipped with advanced milling and cleaning technology located at Plot No.5, Industrial Area, Apparel Cluster, Bijepur, Indore, Madhya Pradesh-452002 with an installed capacity of 56100 MTPA, where the production of our products is carried out. Our operations are rooted in delivering good quality and hygienically processed flour products, supported by stringent quality control measures. Our Company is accredited with State License under Food Safety and Standard Authority of India (FSSAI) and Centre License under Food Safety and Standard Authority of India (FSSAI). To demonstrate food safety commitment, our organization has received ISO 22000 -2018, for food safety management. Our in-house processing enables us to minimize production time, bring cost effectiveness, have an effective control over every stage of production process that allows continuous monitoring of our products quality. We market and sell our products in B2B segment majorly in the states of Madhya Pradesh, Maharashtra, Karnataka and Gujarat. Our products are sold to Super Stockiests who supplies to wholesalers and further the same is distributed among retailers and to customers who purchase our products in bulk quantity. This model allows us to cater to the needs of large scale buyers and establish long term business relationships.

Wheat, Chana Dal and Maize grains processing into flour involves several key steps. First, harvested grains are cleaned to remove impurities such as stones, chaff, and other foreign materials. The cleaned grains are then tempered with water to achieve the desired moisture content, making it easier to separate the bran and germ from the endosperm. Next, the grains are milled through a series of rollers that progressively break down the grain into finer particles. The endosperm is ground into flour, while the bran and germ are sifted out and collected as by-products. The resulting flour is then subjected to quality control checks to ensure it meets specified standards before packaging and distribution. The by-product of the aforesaid process, primarily wheat bran, is not wasted. Bran, rich in fiber, is often sold as a nutritional supplement for animal feed. The by-products are valuable commodities, generating additional revenue streams and contributing to waste minimization in the wheat processing.

Our Company is also engaged in the business of trading of vegetables such as potatoes and tomatoes. The supply and distribution of vegetables is carried out within the state of Madhya Pradesh. The Company sources these vegetables from suppliers, ensuring good quality and consistent supply. Our operations include procurement, quality control and distribution to meet the needs of market.

Our company operates under the guidance of our promotors Mr. Rahat Ali Saiyed, Mrs. Sadaf Saiyed, Mrs. Shehnaj, Mr. Mo. Jed who individually have experience of more than 7 years, 7 years, 7 years and 7 years in the agriculture and food industry. Their experience has helped the Company to grow extensively over the period of time. Our promoter and Managing Director, Mr. Rahat Ali Saiyed plays a vital role in formulating business strategies, marketing, sales and effective implementation of the same. He is responsible for the expansion and overall management of the business of our Company. His leadership abilities have been instrumental in guiding the core team of our Company. Prior to incorporation of our Company, he was associated with a partnership firm under the name and style M/s. Peshwa Wheat, in the capacity of a partner.

We believe that our approach of timely supply of materials, quality control, logistics, inventory management, credit and delivery at cost effective prices to the customers has helped our Company to build strong relationship with our customers.

FINANCIAL KPIs OF THE COMPANY:

(? in Lakhs except Percentage and Ratio)

Particulars	Unit of Measurement	For the Year Ended on March 31, 2026	For the Year Ended on March 31, 2025	For the Period Ended on March 31, 2024	For the Period Ended on December 25, 2023
Revenue from Operations (1)	In \u20b9	21,593.52	17,153.50	4,379.30	4,433.68
EBITDA (2)	In \u20b9	2,273.34	1,804.59	690.52	148.63
EBITDA Margin (3)	In %	10.53%	10.52%	15.77%	3.35%
PAT (4)	In \u20b9	1,580.82	1,183.61	521.06	53.29
PAT Margin (5)	In %	7.32%	6.90%	11.90%	1.20%
Return on equity (6)	In %	44.96%	55.47%	45.90%	9.94%
Return on capital employed (7)	In %	33.44%	34.44%	29.24%	10.33%
Debt-Equity Ratio (8)	In Times	0.55	0.83	0.51	0.78
Current Ratio (9)	In Times	2.07	1.38	1.67	1.55
Inventory Turnover Ratio (10)	In Times	7.16	7.23	2.71	7.33

Notes:

1. Revenue from Operation means revenue from sales.

2. EBITDA is calculated as Profit Before Tax + Finance Cost + Depreciation and Amortization - Other Income.

3. EBITDA Margin is calculated as EBITDA divided by revenue from operations.

4. Profit After Tax (PAT) is calculated as Profit Before Tax - Taxes.

5. Profit after Tax (PAT) Margin is calculated as Profit after Tax divided by revenue from operations.

6. Return on Equity (ROE) is calculated as net profit after tax for the year / period divided by Average Shareholder Equity.

7. Return on Capital Employed (RoCE) is calculated as EBIT divided by capital employed, Capital Employed is defined as shareholders equity plus total borrowings [Current & Non - Current].

8. Debt to Equity Ratio is calculated as Total Debt divided by Adjusted Net-Worth as per Restated Financial Statements.

9. Current Ratio is calculated as Current assets divided by Current liabilities.

10. Inventory Turnover Ratio is calculated as Cost of Goods Sold divided by Average Inventories.

FACTORS AFFECTING OUR RESULT OF OPERATIONS

Except as otherwise stated in this Red Herring Prospectus and the Risk Factors given in the Red Herring Prospectus, the following important factors could cause actual results to differ materially from the expectations include, among others:

1. Companys ability to successfully implement its growth strategy and expansion plans;

2. Volatility in wheat prices and procurement costs may adversely affect our margins and profitability.

3. Failure to adapt to technological changes in flour milling, packaging, and supply chain processes may affect efficiency

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

5. Competition from existing organized players, local flour mills, and new entrants may adversely impact revenues.

6. Our business and financial performance is particularly dependent on consumer demand and seasonal procurement cycles

7. The performance of our business may be adversely affected by changes in regulatory policies relating to food safety, FSSAI standards.

8. Any change in government policies resulting in increases in taxes payable by us.

9. Changes in laws and regulations that apply to the industries in which we operate;

10. Ability to maintain relationships with vendor

11. Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;

12. The performance of the financial markets in India and globally

13. Adverse weather and climatic conditions in the region where we operate

SIGNIFICANT DEVELOPMENTS AFTER MARCH 31, 2026

No developments have come to our attention since the date of the Restated Financial Statements for the financial year ended on March 31, 2026, that could materially and adversely affect or are likely to affect, our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next 12 months:

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

For details in respect of Statement of Significant Accounting Policies, please refer to the chapter titled Restated Financial Statements beginning on page 209 of this Red Herring Prospectus.

REVENUE RECOGNISITION METHOD

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognized:

i. Revenue from sale of goods is recognised when significant risk and rewards of ownership of the goods have been passed to the buyer and it is reasonable to expect ultimate collection. Sale of goods is recognised net of GST and other taxes as the same is recovered from customers and passed on to the government. ii. Interest is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable. iii. Other items of income and expenses are recognised on accrual basis. iv. Income from export entitlement is recognised as on accrual basis.

KEY COMPONENTS OF COMPANYS BALANCE SHEET

The following table sets forth select financial data derived from our restated financial statement of Balance Sheet for the financial year ended on March 31, 2026, financial year ended on March 31, 2025, and financial year ended on March 31, 2024:

(? in lakhs)

Particulars	Year Ended 31st March, 2026	Year Ended 31st March, 2025	Year Ended 31st March, 2024
Liabilities
Long-term Borrowings	54.98	46.97	22.63
Long Term Provisions	7.71	2.88	1.26
Short-Term Borrowings	2,318.62	2,213.17	770.04
Trade Payable	358.26	272.80	438.86
Short-term Provisions	983.08	1,276.08	203.47
Assets
Inventories	2,991.95	2,334.48	1,830.49
Trade Receivables	2,807.05	1,917.50	527.39
Short Term Loans & Advances	31.58	844.15	41.40

COMPARISION OF FISCAL 2026 WITH FISCAL 2025

1. Liabilities

Long Term Borrowings:

Long-term borrowings of our company consist of secured loans obtained from banks. Long term borrowing increased from ? 46.97 Lakhs for the financial year ended March 31, 2025, to ? 54.98 Lakhs for the financial year ended March 31, 2026. This change was primarily due to the sanctioning of additional secured loans from banks and financial institutions.

Long Term Provisions:

Long-term provisions increased from ? 2.88 Lakhs for the financial year ended March 31, 2025, to ? 7.71 Lakhs for the financial year ended March 31, 2026. This change was mainly due to the increase in the provision for gratuity.

Short Term Borrowings:

Short-term borrowings increased from ? 2,213.17 Lakhs for the financial year ended March 31, 2025, to ? 2,318.62 Lakhs for the financial year ended March 31, 2026. This change was mainly due to the increase in unsecured borrowings from related parties.

Trade Payables:

Trade payables increased from ? 272.80 Lakhs for the financial year ended March 31, 2025, to ? 358.26 Lakhs for the financial year ended March 31, 2026. This increase was primarily attributable to higher purchase volumes.

Short-term Provisions:

Short-term provisions decreased from ? 1,276.08 Lakhs for the financial year ended March 31, 2025, to ? 983.08 Lakhs for the financial year ended March 31, 2026. This change was mainly due to decrease in provision for income tax.

2. Assets

Inventories:

Inventories increased from ? 2,334.48 Lakhs for the financial year ended March 31, 2025, to ? 2,991.95 Lakhs for the financial year ended March 31, 2026. This change was mainly due to increase in purchase of materials.

Trade Receivables:

Trade receivables increased from ? 1,917.50 Lakhs for the financial year ended March 31, 2025, to ? 2,807.05 Lakhs for the financial year ended March 31, 2026. This change was mainly due to higher sales.

Short-term Loans and Advances:

Short-term loans & advances decreased from ? 844.15 Lakhs for the financial year ended March 31, 2025 to ? 31.58 Lakhs for the financial year ended March 31, 2026. This change was mainly due to decrease in advances to suppliers.

COMPARISION OF FISCAL 2025 WITH FISCAL 2024

1. Liabilities

Long Term Borrowings:

Long-term borrowings of our company consist of secured loans obtained from banks. Long term borrowing increased from ? 22.63 Lakhs for the financial year ended March 31, 2024, to ? 46.97 Lakhs for the year ended March 31, 2025. This change was primarily due to the sanctioning of additional secured loans from banks and financial institutions.

Long Term Provisions:

Long-term provisions increased from ? 1.26 Lakhs for the financial year ended March 31, 2024, to ? 2.88 Lakhs for the year ended March 31, 2025. This change was mainly due to the increase in the provision for gratuity.

Short Term Borrowings:

Short-term borrowings increased from ? 770.04 Lakhs for the financial year ended March 31, 2024, to ? 2,213.17 Lakhs for the year ended March 31, 2025. This change was mainly due to the increase in working capital loans from bank and financial institutions and increase in unsecured borrowings.

Trade Payables:

Trade payables decreased from ?438.86 lakhs for the financial year ended March 31, 2024, to ?272.80 lakhs for the year ended March 31, 2025. This decrease was primarily due to the payment of trade payables during the year

Short-term Provisions:

Short-term provisions increased from ? 203.47 Lakhs for the financial year ended March 31, 2024, to ? 1,276.08 Lakhs for the year ended March 31, 2025. This change was mainly due to increase in provision for income tax and provision for gratuity.

2. Assets

Inventories:

Inventories increased from ? 1,830.49 Lakhs for the financial year ended March 31, 2024, to ? 2,334.48 Lakhs for the year ended March 31, 2025. This change was mainly due to increase in purchase of materials.

Trade Receivables:

Trade receivables increased from ? 527.39 Lakhs for the financial year ended March 31, 2024, to ? 1,917.50 Lakhs for the year ended March 31, 2025. This change was mainly due to higher sales.

Short-term Loans and Advances:

Short-term loans & advances increased from ? 41.40 Lakhs for the financial year ended March 31, 2024, to ? 844.15 Lakhs for the year ended March 31, 2025. This change was mainly due to increase in advances to suppliers.

RESULTS OF OUR OPERATIONS

Based on Financial Statements of Profit & Loss as Restated

(? in Lakhs)

Particulars	Year Ended 31st March, 2026 - Amount	Year Ended 31st March, 2026 - % of Total Income	Year Ended 31st March, 2025 - Amount	Year Ended 31st March, 2025 - % of Total Income	Year Ended 31st March, 2024 - Amount	Year Ended 31st March, 2024 - % of Total Income
Revenue
Revenue from operations	21,593.52	99.99%	17,153.50	99.99%	8,812.98	99.98%
Other income	2.36	0.01%	1.38	0.01%	1.46	0.02%
Total Income	21,595.88	100.00%	17,154.88	100.00%	8,814.43	100.00%
Expenses
Cost of materials consumed	18,486.48	85.60%	12,873.84	75.04%	5,714.45	64.83%
Purchase of Stock in Trade	708.34	3.28%	2,138.52	12.47%	2,925.94	33.19%
Changes in inventories of Finished Goods, WIP and Traded Goods	(164.78)	(0.76) %	13.30	0.08%	(851.42)	(9.66) %
Employee Benefits Expense	83.67	0.39%	109.14	0.64%	49.19	0.56%
Finance Costs	109.18	0.51%	112.92	0.66%	43.92	0.50%
Depreciation and amortisation Expense	42.18	0.20%	88.83	0.52%	24.01	0.27%
Other Expenses	206.46	0.96%	214.12	1.25%	135.67	1.54%
Total Expenses	19,471.54	90.16%	15,550.67	90.65%	8,041.76	91.23%
PROFIT BEFORE EXCEPTIONAL & EXTRAORDINARY ITEMS & TAX	2,124.34	9.84%	1,604.21	9.35%	772.68	8.77%
Exceptional/Prior Period Items	-		-		-
PROFIT BEFORE TAX	2,124.34	9.84%	1,604.21	9.35%	772.68	8.77%
Tax Expense
Current tax	541.97	2.51%	1,260.29	7.35%	209.42	2.38%
Excess / (Short) Income tax Provision last year	(838.64)	(3.88) %	-		-
Deferred tax (credit)/charge	840.20	3.89%	(839.69)	(4.89) %	(11.09)	(0.13) %
Total Tax Expenses	543.52	2.52%	420.60	2.45%	198.33	2.25%
Profit for the period / year	1,580.82	7.32%	1,183.61	6.90%	574.35	6.52%

KEY COMPONENTS OF COPMPANYS PROFIT AND LOSS STATEMENT

Revenue from operations: Revenue from operations mainly consists of Sale of Manufactured goods and Traded goods.

(? in Lakhs)

Particulars	As at March 31, 2026 - Amount	As at March 31, 2026 - % of total revenue from operations	As at March 31, 2025 - Amount	As at March 31, 2025 - % of total revenue from operations	As at March 31, 2024# - Amount	As at March 31, 2024# - % of total revenue from operations
A. Wheat Products
Atta Wheat Flour	8,258.58	38.25%	10,426.66	60.78%	5,450.92	61.85%
Sortex Wheat	9,163.15	42.43%	3,413.97	19.90%	3,312.11	37.58%
Broken Wheat	767.59	3.55%	0.00	0.00%	0.00	0.00%
Wheat Brun	336.45	1.56%	0.00	0.00%	49.95	0.57%
Total (A)	18,525.77	85.79%	13,840.63	80.69%	8,812.98	100.00%
B. Other Flours
Gram Flour	-	-	33.17	0.19%	0.00	0.00%
Maize Flour	2,293.96	10.62%	924.62	5.39%	0.00	0.00%
Total (B)	2,293.96	10.62%	957.79	5.58%	0.00	0.00%
Total (A+B)	20,819.73	96.41%	14,798.42	86.27%	8,812.98	100.00%
C. Trading of Other Products
Vegetables	773.79	3.59%	2,355.08	13.73%	0.00	0.00%
Total (C)	773.79	3.59%	2,355.08	13.73%	0.00	0.00%
Total (A+B+C)	21,593.52	100.00%	17,153.50	100.00%	8,812.98	100.00%

The Company was a Partnership Firm until 25th December 2023 and was subsequently converted into a Public Limited Company under the name Peshwa Wheat Limited. For comparative purposes, the full financial figures for the FY 2023-24 have been considered.

Other Income: Other Income mainly includes interest income earned financial deposits and balances and Other Non-Operating Income. This includes incidental earnings not arising from the companys core operations but contributing to the overall financial results.

Expenses: Companys expense consist of Cost of material consumed, Purchase of Stock in Trade, Changes in inventories of finished goods, WIP and Traded Goods, Employee Benefits Expenses, Finance Costs, Depreciation and Amortization Expenses and Other Expenses.

Cost of Material Consumed: Cost of Material consumed expenses primarily comprise of consumption of raw material.

Purchase of Stock in Trade: Purchase of Stock in Trade comprises of Purchase of Traded Goods.

Changes in inventories of finished goods, WIP and traded goods: Changes in Inventories of finished goods, WIP and traded goods. i.e. difference between opening stock and closing stock of Stock-In-Trade & Finished Goods.

Employee Benefit Expenses: Employee benefit expenses include salaries and bonus, gratuity expenses, Contribution to ESI and PF, staff welfare expenses, and directors remuneration.

Finance cost: Finance cost includes Interest expense and other borrowing costs.

Depreciation and Amortisation Expenses: Depreciation includes depreciation on building, plant & machineries, furniture and fixtures, office equipment, and motor vehicle.

Other Expenses: Other expenses include rates and taxes, power and fuel, legal and professional fees, directors sitting fees, repair and maintenance expenses, auditor fees, travelling and conveyance expenses, insurance expenses, rent expenses, miscellaneous expenses, CSR expenditure and communication expenses.

COMPARISON OF FINANCIAL PERFORMANCE OF FISCAL 2026 WITH FISCAL 2025

1. Income

Revenue from Operations:

Our Income from Revenue from Operations increased by 25.88% from ? 17,153.50 Lakhs for the financial year ended March 31, 2025, to ? 21,593.52 Lakhs for the financial year ended March 31, 2026. This was mainly attributable to expanded market reach by increasing sales to super stockists in addition to direct customers as mentioned below,

Particulars	FY 2025-26 - Amount (\u20b9 in lakhs)	FY 2025-26 - %	FY 2024-25 - Amount (\u20b9 in lakhs)	FY 2024-25 - %
Revenue from Super Stockists	11,530.95	53.40%	9,501.66	55.39%
Revenue from Direct Customers	10,062.57	46.60%	7,651.84	44.61%
Total Revenue from Operations	21,593.52	100.00%	17,153.50	100.00%

Other Income:

Our Other Income increased by 71.01% from ? 1.38 Lakhs for the financial year ended March 31, 2025, to ? 2.36 Lakhs for the financial year ended March 31, 2026. This was mainly due to increase in income from deposits in fiscal year 2026.

2. Expenses

Cost of Material Consumed:

Our Cost of Material Consumed increased by 43.60% from ? 12,873.84 Lakhs for the financial year ended March 31, 2025, to ? 18,486.48 Lakhs for the financial year ended March 31, 2026. The increase was largely attributable to higher consumption of raw materials, which rose to ? 18,979.17 Lakhs in Fiscal 2026 from ? 13,391.14 Lakhs in Fiscal 2025, driven by greater procurement volumes to support revenue growth.

Purchase of Stock in Trade:

Our Purchase of Stock in Trade decreased by 66.88% from ? 2,138.52 Lakhs for the financial year ended March 31, 2025, to ? 708.34 Lakhs for the financial year ended March 31, 2026.

Changes in inventories of finished goods, WIP and traded goods:

Our Changes in Inventories of Finished Goods, WIP and traded goods decreased from ? 13.30 Lakhs for the financial year ended March 31, 2025, to ? (164.78) Lakhs for the financial year ended March 31, 2026. This decrease was mainly due to the company maintained higher closing stock in FY 2026 to support revenue growth.

Employee Benefits Expenses:

Our Employee Benefit Expenses decreased by 23.34% from ? 109.14 Lakhs for the financial year ended March 31, 2025, to ? 83.67 Lakhs for the financial year ended March 31, 2026. The decrease was mainly attributable to lower salaries and wages, which stood at ? 38.04 Lakhs in Fiscal 2026 as compared to ? 68.80 Lakhs in Fiscal 2025. Gratuity expenses also increased to ? 4.91 Lakhs in Fiscal 2026 from ? 1.76 Lakhs in Fiscal 2025.

Finance cost:

Our Finance Cost slightly decreased by 3.31% from ? 112.92 Lakhs for the financial year ended March 31, 2025, to ? 109.18 Lakhs for the financial year ended March 31, 2026. This increase was mainly due to increase in interest payment to banks which was ? 90.79 Lakhs for the financial year ended March 31, 2025 to ? 109.07 Lakhs for the financial year ended March 31, 2026 and decrease in other borrowings cost which was ? 22.14 Lakhs for the financial year ended on March 31, 2025 to ? 0.11 Lakhs for the financial year ended on March 31, 2026.

Depreciation and Amortisation Expenses:

Our Depreciation expense decreased by 52.52% from ? 88.83 Lakhs for the financial year ended March 31, 2025, to ? 42.18 Lakhs for the financial year ended March 31, 2026.

Other Expenses:

Our Other Expenses slightly decreased by 3.58% from ? 214.12 Lakhs for the financial year ended March 31, 2025, to ? 206.46 Lakhs for the financial year ended March 31, 2026. This decrease was mainly due to increase in power and fuel expenses from ? 22.46 Lakhs for the financial year ended March 31, 2025 to ? 23.97 Lakhs for the financial year ended March 31, 2026, decrease in legal and professional expenses from ? 31.62 Lakhs for the financial year ended March 31, 2025 to ? 18.64 Lakhs for the financial year ended March 31, 2026, decrease in repair and maintenance expense from ? 34.10 Lakhs for the financial year ended March 31, 2025 to ? 28.26 Lakhs for the financial year ended March 31, 2026.

3. Profit/(Loss)

Profit/(Loss) before tax:

Restated profit before tax increased by 32.42% from ? 1,604.21 Lakhs for the financial year ended March 31, 2025, to ? 2,124.34 Lakhs for the financial year ended March 31, 2026, mainly driven by strong revenue growth outpacing the increase in expenses.

Tax Expenses:

Our Tax Expenses increased by 29.22% from ? 420.60 Lakhs for the financial year ended March 31, 2025, to ? 543.52 Lakhs for the financial year March 31, 2026.

Profit/(Loss) after tax:

Restated profit after tax increased by 33.56% from ? 1,183.61 Lakhs for the financial year ended March 31, 2025, to ? 1,580.82 Lakhs for the financial year ended March 31, 2026, this growth was mainly attributable to strong revenue performance and better cost management. The company achieved a PAT margin of 7.32% in Fiscal 2026, compared to 6.90% in Fiscal 2025, reflecting enhanced profitability during the year.

COMPARISON OF FINANCIAL PERFORMANCE OF FISCAL 2025 WITH FISCAL 2024

1. Income

Revenue from Operations:

Our Income from Revenue from Operations increased by 94.64% from ? 8,812.98 Lakhs for the financial year ended March 31, 2024, to ? 17,153.50 Lakhs for the financial year ended March 31, 2025. The main rationales of achievement of this revenue are as under:

? The primary factor contributing to the increase in revenue was the strategic change in the Companys sales approach. Following the business conversion, the Company began conducting sales through super stockists, which has significantly driven the growth in sales during FY 2024-25. The introduction of super stockists allowed the Company to reach a larger and more diverse customer base, streamline distribution, and improve market scope. As a result, the Company experienced a marked increase in sales volumes from these super stockists during FY 2024-25. This contributed ?9,501.66 Lakhs of the total ?17,153.50 Lakhs sales in FY 2024-25, a significant increase from ?766.95 Lakhs in FY 2023-24 as mentioned below,

(? in lakhs)

Particulars	FY 2024-25 - Amount	FY 2024-25 - % of total revenue from operations	FY 2023-24 - Amount	FY 2023-24 - % of total revenue from operations
Sale through Super Stockiest
Global Mart	3,702.40	21.58	383.10	4.34
Metro Enterprises	3,618.91	21.10	377.71	4.29
Apex India	2,180.35	12.71	6.14	0.07
Total Sale through Super Stockiest (A)	9,501.66	55.39	766.95	8.70
Direct Sale to Customer (B)	7,651.84	44.61	8,046.03	91.30
Total (A+B)	17,153.50	100.00	8,812.98	100.00

? Further, pursuant to the shift in the Companys sales strategy post business conversion, with increased focus on sales through super stockists, the quantum of direct cash sales has reduced. Accordingly, cash sales declined from ?5,139.78 lakhs across 3,685 invoices in FY 2023-24 to ? 3,922.45 lakhs across 2791 invoices in FY 2024-25.

? Further, the company witnessed additional fund infusion in FY 2024-25 by way of preferential issue of share amounting ?292.38 lakhs, additional sanction of an Axis Bank cash credit (CC) facility of ?500.00 lakhs over and above available Canara bank cash credit (CC) facility of ?800.00 and increase in internal accruals due to higher retained earnings. Due to this the company witnessed higher working capital funds during FY 2024-25 which aided meeting higher demand supported by rising profits into the business. The capacity utilization rose from 58.73% to 74.58% during this period.

? The Company commenced trading of vegetables in FY 2024-25, whereas no such activity was undertaken in FY 2023-24. This new line of business contributed ?2,355.08 lakhs to the increase in revenue from operations during the year.

Other Income:

Our Other Income slightly decreased by 5.48% from ? 1.46 Lakhs for the financial year ended March 31, 2024, to ? 1.38 Lakhs for the financial year ended March 31, 2025. This was mainly due to decrease in income from deposits in fiscal year 2025.

2. Expenses

Cost of Material Consumed:

Our Cost of Material Consumed increased by 125.29% from ? 5,714.45 Lakhs for the financial year ended March 31, 2024, to ? 12,873.84 Lakhs for the financial year ended March 31, 2025. The increase was largely attributable to higher consumption of raw materials, which rose to ? 13,391.14 Lakhs in Fiscal 2025 from ? 6,350.90 Lakhs in Fiscal 2024, driven by greater procurement volumes to support revenue growth.

Purchase of Stock in Trade:

Our Purchase of Stock in Trade decreased by 26.11% from ? 2,925.94 Lakhs for the financial year ended March 31, 2024, to ? 2,138.52 Lakhs for the financial year ended March 31, 2025.

Changes in inventories of finished goods, WIP and traded goods:

Our Changes in Inventories of Finished Goods, WIP and traded goods increased by 101.56% from ? (851.42) Lakhs for the financial year ended March 31, 2024, to ? 13.30 Lakhs for the financial year ended March 31, 2025. This increase was mainly due to the company maintained higher closing stock in FY 2024 to support revenue growth.

Employee Benefits Expenses:

Our Employee Benefit Expenses increased by 121.87% from ? 49.19 Lakhs for the financial year ended March 31, 2024, to ? 109.14 Lakhs for the financial year ended March 31, 2025. The increase was mainly attributable to higher salaries and wages, which stood at ? 68.80 Lakhs in Fiscal 2025 as compared to ? 35.64 Lakhs in Fiscal 2024. Further, directors remuneration increased to ? 36.00 Lakhs in Fiscal 2025 from ? 9.00 Lakhs in Fiscal 2024. Gratuity expenses also increased slightly to ? 1.76 Lakhs in Fiscal 2025 from ? 1.27 Lakhs in Fiscal 2024.

Finance cost:

Our Finance Cost increased by 157.10% from ? 43.92 Lakhs for the financial year ended March 31, 2024, to ? 112.92 Lakhs for the financial year ended March 31, 2025. This increase was mainly due to increase in interest payment to banks which was ? 42.40 Lakhs for the financial year ended March 31, 2024 to ? 90.79 Lakhs for the financial year ended March 31, 2025 and increase in other borrowings cost which was ? 1.52 Lakhs for the financial year ended on March 31, 2024 to ? 22.14 Lakhs for the financial year ended on March 31, 2025. This overall increase was mainly due to the sanctioning of additional secured loans from banks and financial institutions during the year.

Depreciation and Amortisation Expenses:

Our Depreciation expense increased by 269.97% from ? 24.01 Lakhs for the financial year ended March 31, 2024, to ? 88.83 Lakhs for the financial year ended March 31, 2025. This increase was mainly due to addition in the Property, Plant and Equipment (Tangible Assets) during the year.

Other Expenses:

Our Other Expenses increased by 57.82% from ? 135.67 Lakhs for the financial year ended March 31, 2024, to ? 214.12 Lakhs for the financial year ended March 31, 2025. This increase was mainly due to increase in power and fuel expenses from ? 17.87 Lakhs for the financial year ended March 31, 2024 to ? 22.46 Lakhs for the financial year ended March 31, 2025, increase in legal and professional expenses from ? 24.78 Lakhs for the financial year ended March 31, 2024 to ? 31.62 Lakhs for the financial year ended March 31, 2025, increase in repair and maintenance expense from ? 16.86 Lakhs for the financial year ended March 31, 2024 to ? 34.10 Lakhs for the financial year ended March 31, 2025.

3. Profit/(Loss)

Profit/(Loss) before tax:

Restated profit before tax increased by 107.62% from ? 772.68 Lakhs for the financial year ended March 31, 2024, to ? 1,604.21 Lakhs for the financial year ended March 31, 2025, mainly driven by strong revenue growth outpacing the increase in expenses.

Tax Expenses:

Our Tax Expenses increased by 185.17% from ? 198.33 Lakhs for the financial year ended March 31, 2024, to ? 420.60 Lakhs for the financial year March 31, 2025.

Profit/(Loss) after tax:

Restated profit after tax increased by 106.08% from ? 574.35 Lakhs for the financial year ended March 31, 2024, to ? 1,183.61 Lakhs for the financial year ended March 31, 2025, this growth was mainly attributable to strong revenue performance and better cost management. The company achieved a PAT margin of 6.90% in Fiscal 2025, compared to 6.52% in Fiscal 2024, reflecting enhanced profitability during the year.

CASH FLOWS

As per Restated Financial Statements

(? in Lakhs)

Particulars	Year Ended 31st March, 2026	Year Ended 31st March, 2025	Year Ended 31st March, 2024
Cash Flow from Operating Activities	1,564.45	(1,310.47)	(633.25)
Cash Flow from Investing Activities	11.98	(29.29)	(167.12)
Cash Flow from Financing Activities	4.28	1,354.54	956.92

Cash Flow from Operating Activities

For the financial year ended on March 31, 2026

Our net cash inflow from operating activities was ? 1,564.45 Lakhs for the financial year ended on March 31, 2026. Our operating profit before working capital changes was ? 2,278.25 Lakhs for the financial year ended on March 31, 2026 which was primarily adjusted against Depreciation of ? 42.18 Lakhs, Finance cost of ? 109.18 Lakhs, and Interest Income of ? 2.36 Lakhs.

The main adjustments to operating profit before working capital changes included adjustments for (i) increase in Inventories by ? 657.47 Lakhs, (ii) increase in Trade Receivable by ? 889.55 Lakhs, (iii) decrease in Short Term Loans & Advances by ? 812.57 Lakhs, (iv) decrease in Long Term Loans & Advances by ? 0.39 Lakhs, (v) Increase in Other Current Assets by ? 26.54 Lakhs, (vi) increase in Trade Payables by ? 85.46 Lakhs, (vii) decrease in Other Current Liabilities by ? 42.27 Lakhs, (viii) decrease in Short Term Provisions by ? 11.45 Lakhs.

For the financial year ended on March 31, 2025

Our net cash outflow from operating activities was ? 1,310.47 Lakhs for the year ended on March 31, 2025. Our operating profit before working capital changes was ? 1,806.35 Lakhs for the year ended on March 31, 2025, which was primarily adjusted against Depreciation of ? 88.83 Lakhs, Finance cost of ? 112.92 Lakhs, and Interest Income of ? 1.38 Lakhs.

The main adjustments to operating profit before working capital changes included adjustments for (i) Increase in Inventories by ? 503.99 Lakhs, (ii) Increase in Trade Receivable by ? 1390.11 Lakhs, (iii) Increase in Short Term Loans & Advances by ? 802.75 Lakhs, (iv) Decrease in Other Current Assets by ? 1.52 Lakhs, (v) Decrease in Trade Payables by ? 166.06 Lakhs, (vi) Decrease in Other Current Liabilities by ? 66.33 Lakhs, (vii) Increase in Short Term Provisions by ? 23.69 Lakhs.

For the financial year ended on March 31, 2024

Our net cash outflow from operating activities was ? 633.25 Lakhs for the year ended on March 31, 2024. Our operating profit before working capital changes was ? 920.12 Lakhs for the year ended on March 31, 2024, which was primarily adjusted against Depreciation of ? 24.01 Lakhs, Finance cost of ? 43.92 Lakhs, and Interest Income of ? 1.46 Lakhs.

The main adjustments to operating profit before working capital changes included adjustments for (i) Increase in Inventories by ? 1,487.87 Lakhs, (ii) Increase in Trade Receivable by ? 420.35 Lakhs, (iii) Decrease in Short Term Loans & Advances by ? 4.93 Lakhs, (iv) Increase in Other Current Assets by ? 2.22 Lakhs, (v) Increase in Trade Payables by ? 358.69 Lakhs, (vi) Increase in Other Current Liabilities by ? 107.58 Lakhs, (vii) Decrease in Short Term Provisions by ? 12.63 Lakhs.

Cash Flows from Investing Activities

For the financial year ended on March 31, 2026, net cash generated from Investing activities were ? 11.98 Lakhs. This was mainly due to receipt of a subsidy amounting to ?26.35 lakhs, which was adjusted against the cost of fixed assets, addition of property, plant and equipment of ? 16.74 Lakhs, Interest income of ? 2.36 Lakhs.

For the financial year ended on March 31, 2025, net cash outflow from Investing activities were ? 29.29 Lakhs. This was mainly due to addition of property, plant and equipment of ? 54.95 Lakhs, disposal of property, plant and equipment of ? 24.28 Lakhs, Interest income of ? 1.38 Lakhs.

For the financial year ended on March 31, 2024, net cash outflow from Investing activities were ? 167.12 Lakhs. This was mainly due to addition of property, plant and equipment of ? 179.33 Lakhs, disposal of property, plant and equipment of ? 10.74 Lakhs, Interest income of ? 1.46 Lakhs.

Cash Flows from Financing Activities

For the financial year ended on March 31, 2026, net cash generated from Financing activities were ? 4.28 Lakhs. This was mainly due to proceeds from short term borrowings of ? 105.45 Lakhs, proceeds from long term borrowings of ? 8.01 Lakhs and Interest/financial charges paid of ? 109.18 Lakhs.

For the financial year ended on March 31, 2025, net cash generated from Financing activities were ? 1,354.54 Lakhs. This was mainly due to proceeds from short term borrowings of ? 1443.13 Lakhs, proceeds from long term borrowings of ? 24.34 Lakhs and Interest/financial charges paid of ? 112.92 Lakhs.

For the financial year ended on March 31, 2024, net cash generated from Financing activities were ? 956.92 Lakhs. This was mainly due to proceeds of issue of share of ? 66.45 Lakhs, proceeds from securities premium of ? 225.93 Lakhs, proceeds from short term borrowings of ? 433.67 Lakhs, proceeds of long-term borrowings of ? 22.63 Lakhs, and Interest/financial charges paid of ? 43.92 Lakhs.

RELATED PARTY TRANSACTIONS

For further information, please refer Annexure 28 - Restated Statement of Related Party Transaction under chapter titled Restated Financial Statements beginning on page no. 209 of this Red Herring Prospectus.

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 purposes 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 DISCLOSURES 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 interest rate risk, inflation and credit risk in the normal course of our business.

Interest Rate Risks

We are currently exposed interest to rate risks to the extent of outstanding loans. However, any rise in future borrowings may increase the risk.

Effect of Inflation

We are affected by inflation as it has an impact on the operating cost, staff costs etc. In line with changing inflation rates, we rework our margins so as 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.

INFORMATION REQUIRED AS PER ITEM 11 (II) (C) (iv) OF PART A OF SCHEDULE VI TO THE SEBI REGULATIONS

An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:

1. Unusual or infrequent events or transactions

There has not been any unusual trend on account of our business activity. There are no Unusual or infrequent events or transactions in our Company. The transactions are as per usual business operations.

2. Significant economic changes that materially affected or are likely to affect income from continuing Operations

Other than as described in the chapter titled Restated Financial Statements and Managements Discussion and Analysis of Financial Conditions and Results of Operations beginning on page 209 and 262 respectively of this Red Herring Prospectus, to our knowledge there are no significant economic changes that materially affected or are likely to affect income from continuing Operations.

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

Apart from the risks as disclosed under chapter titled Risk Factors beginning on page 16 in this Red Herring Prospectus, in our opinion there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations.

4. 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 209 of this Red Herring Prospectus, 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 the Company.

5. Material Frauds

There are no material frauds, as reported by our statutory auditor, committed against our Company, in the last three Fiscals.

6. Future changes in relationship between costs and revenues, in case of events such as future increase in labour or material costs or prices that will cause a material change are known.

Other than as described in the sections titled Risk Factors, Business Overview and Restated Financial Statements beginning on page 16, 141 and 209 of this Red Herring Prospectus, 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.

7. Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or increased sales prices.

Other than as disclosed in the chapter titled Business Overview beginning on page 141 of this Red Herring Prospectus, we have not announced and do not expect to announce in the near future any new business segments.

8. Significant dependence on a single or few Customers.

The percentage of contribution of our Companys Top 1, 5 and Top 10 Customers have been mentioned under the chapter titled Business Overview beginning on page 141 of this Red Herring Prospectus.

9. Status of any publicly announced New Products or Business Segment

Please refer to the chapter titled Business Overview beginning on page 141 of this Red Herring Prospectus for new products or business segments.

10. Seasonality of business

Our business is not subject to seasonality. For further information, see chapter titled Industry Overview and Business Overview beginning on page 128 and 141 respectively.

11. Competitive conditions

Competitive conditions are as described under the chapter titled Industry Overview and Business Overview beginning on page 128 and 141, respectively of the Red Herring Prospectus.

CAPITALIZATION STATEMENT

The following table sets forth our capitalization as of March 31, 2026, as derived from the Restated Financial Statements, are given below:

(? In Lakhs except Ratio)

Particulars	Pre Issue	Post Issue#
Borrowings
Short-term	2,308.64	2,308.64
Long-term (Including Current Maturities) (A)	64.96	64.96
Total Borrowings (B)	2,373.60	2,373.60
Shareholders Fund
Share Capital	1,372.90	[\u25cf]
Reserves and Surplus	2,933.54	[\u25cf]
Total Shareholders Fund (C)	4,306.44	[\u25cf]
Long-term borrowing / equity* (A)/(C)}	0.02	[\u25cf]
Total borrowing / equity* (B)/(C)}	0.55	[\u25cf]

#The corresponding post issue figures are not determinable at this stage. *equity=total shareholders fund

Note:

1. Short-term borrowings imply borrowings repayable within 12 months from the Balance Sheet date. Long-term borrowings are debts other than short-term borrowings and also includes the current maturities of long-term borrowings.

2. The above ratios have been computed on the basis of the Restated Summary Statement of Assets and Liabilities of the Company.

3. The above statement should be read with the Statement of Notes to the Restated Financial Information of the Company.