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Quanto Agroworld Ltd Share Price Management Discussions

<dhhead>MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF</dhhead>

OPERATIONS

You should read the following discussion of our financial condition and results of operations together with the Restated Financial Statements as of and for the six-months period ended on September 30, 2025, and for the Fiscals 2025, 2024 and 2023 including the notes and significant accounting principles thereto and the report thereon, which appear beginning on page 221 ofthis Draft Prospectus. Our Restated Financial Statements differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries, and our assessment of the factors that may affect our prospects and performance in future periods. Accordingly, the degree to which our Restated Financial Statements will provide meaningful information to a prospective investor in countries other than India is entirely dependent on the readers level of familiarity with Ind GAAP. These regulations may also vary with ICDS, which may be material to an investors assessment of our results of operations and financial condition. Our fiscal year ends on March 31 of each year, so all references to a particular Fiscal or fiscal year are to the twelve-month period ended March 31 of that year.

The following discussion contains forward-looking statements and reflects our current views with respect to future events andfinancial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those set forth in the chapter titled Risk Factors and Forward Looking statements on page 21 and 13, respectively of this Draft Prospectus and elsewhere in the Prospectus.

Some of the information contained in this chapter, including information with respect to our strategies, contain forward-looking statements that involve risks and uncertainties. You should read the chapter titled Forward-Looking Statements beginning on page 13of this Draft Prospectus for a discussion of the risks and uncertainties related to those statements and also the chapter titled Risk Factors and Business Overview beginning on pages 21 and 140, respectively, of this Draft Prospectus for a discussion of certain factors that may affect our business, results of operations and financial condition. The actual results of the Company may differ materially from those expressed in or implied by these forward-looking statements

Unless otherwise stated, references to the Company, our Company, we, us, and our are to Quanto Agroworld Limited.

BUSINESS OVERVIEW

Our Company was incorporated on March 21, 2018, as Quanto Agroworld Private Limited, under the provisions of the Companies Act, 2013, as a company limited by shares. Our Corporate Identity Number (CIN) is U01100MH2018PTC306927. Our registered office is situated at C-3303, D B Woods, Krishna Vatika Marg, Gokuldham, Dindoshi, Goregaon East, Mumbai, Mumbai City, Maharashtra - 400063, India.

We operate as a vertically integrated specialty ingredient company engaged in the large-scale cultivation, processing, and supply of Medicinal and Aromatic Plants (MAPs), with lemongrass as our principal crop. We operate one of Indias largest consolidated MAP clusters, spanning 737 acres, with our core operations located on 424 acres of long-term government- leased land in Ravalgaon, Maharashtra, a region agro-climatically suited for citral-rich lemongrass cultivation. We further expand our cultivation footprint through private land aggregation undertaken by our subsidiary, Quanto Agritech Private Limited. Our farm-to-ingredient operating model spans the entire value chain, including land preparation, crop management, harvesting, on-site steam distillation, quality testing, packaging, and direct B2B supply. This integrated structure enables us to minimize post-harvest losses, ensure consistent quality, achieve batch-level traceability, and maintain cost efficiencies. We are ISO 9001:2015, Kosher and Halal

For further details, please refer Chapter titled Business Overview beginning on page 140 of this Draft Prospectus.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO LAST AUDITED BALANCE SHEET

Subsequent to the date of the last restated financial statements, i.e., September 30, 2025, the Board of Directors confirms that, except for routine business transactions entered into in the ordinary course of business, there have been no material events or developments that may have a significant impact on the financial position, results of operations, or cash flows of the Company.

FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business operations, financial condition and results of operations have been and are expected to be, influenced by a range of factors. Set forth below is a summary of the most important factors that have had and that we expect will continue to have, a significant impact on our business, results of operations, cash flow and financial condition:

Our results of operations are influenced by a combination of agricultural, operational, market-driven, and regulatory factors. The key factors affecting our performance are set out below:

1. Agro-climatic Conditions

Our operations are dependent on climatic conditions such as rainfall patterns, temperature, soil quality, and water availability. Adverse weather conditions, including droughts, excessive rainfall, or pest infestations, may impact crop yield, biomass quality, and oil recovery, thereby affecting our revenues and margins.

2. Cultivated Acreage and Crop Productivity

Our revenue is directly linked to the extent of cultivated acreage and productivity per acre. Expansion or contraction of cultivated land, crop cycles, and harvesting efficiency influence biomass availability and essential oil output during the period.

3. Essential Oil Yield and Quality

Variations in citral content, oil recovery ratios, and overall biomass quality affect realizations from lemongrass essential oil. Higher oil yield and consistent quality contribute positively to margins, while fluctuations may impact profitability.

4. Selling Prices and Product Mix

Our results are affected by prevailing market prices of lemongrass biomass, tea-cut, and essential oil. Changes in product mix between biomass sales and higher-margin essential oil sales influence overall revenue growth and EBITDA margins.

5. Input Costs and Operating Efficiency

Costs relating to cultivation, labour, power, fuel, logistics, and distillation operations directly impact profitability. Improvements in mechanisation, centralized supervision, and operational efficiency contribute to margin expansion, while increases in input costs may adversely affect results.

6. Capacity Utilisation of Distillation Facilities

Optimal utilisation of our on-site steam distillation facilities improves cost absorption and operating leverage. Underutilisation due to crop seasonality or lower biomass availability may impact margins.

7. Customer Demand and Order Volumes

Our revenues depend on demand from FMCG companies, fragrance houses, herbal tea manufacturers, and ingredient buyers. Variations in order sizes, timing of purchases, and repeat demand from institutional customers influence period-to- period revenue performance.

8. Working Capital Management

Efficient management of receivables, inventories, and payables affects cash flows and liquidity. Changes in credit terms, inventory holding periods, or collection cycles may impact operating cash flows and financing requirements.

9. Regulatory and Certification Requirements

Compliance with agricultural, food safety, and quality certifications such as ISO, Halal, and Kosher standards affects our ability to service certain customers and markets. Any changes in regulatory requirements may impact operating costs or market access.

10. Macroeconomic and Industry Conditions

General economic conditions, inflation, interest rates, and trends in the herbal tea, essential oils, and natural ingredients markets influence customer demand, pricing, and export opportunities, thereby affecting our operating results.

OUR SIGNIFICANT ACCOUNTING POLICIES

For Significant accounting policies refer Annexure 04 - Restated Significant Accounting Policies and Notes to Restated Financial Information under Section titled Restated Financial Statement beginning on page 221 of this Draft Prospectus.

KEY PERFORMANCE INDICATORS OF OUR COMPANY

Key Financial Performance

Period Ended September 30, 2025

Year Ended March 31, 2025

Year Ended March 31, 2024

Year Ended March 31, 2023

Revenue from Operations

1,129.37

1,649.34

1,555.27

1,207.31

EBITDA

611.22

928.10

736.53

220.71

EBITDA Margin

(%)

54.12%

56.27%

47.36%

18.28%

PAT

436.61

663.10

537.35

206.64

PAT Margin (%)

38.66%

40.20%

34.55%

17.12%

Net Worth

2,997.46

2,562.48

1,900.91

1,386.08

ROE (%)

14.57%

25.88%

28.27%

14.91%

ROCE (%)

12.44%

21.44%

23.66%

12.29%

Note:

(1) Re-venue from Operations means the revenue from operations as appearing in the Restated Financial Statements.

(2) EBITDA is calculated as profit before tax plus depreciation and amortisation expense and interest expenses, less other income.

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

(4) Profit After Tax (PAT) means the profit after tax for the respective period/year as appearing in the Restated Financial Statements.

(5) PAT Margin (%) is calculated as profit after tax for the period/year divided by revenue from operations.

(6) Net Worth means the aggregate value of the paid-up share capital and reserves and surplus of the Company, less deferred tax assets, as appearing in the Restated Financial Statements.

(7) Return on Net Worth /Return on Equity (RoNW/RoE) is calculated as the ratio of profit after tax to shareholders equity.

(8) Return on Capital Employed (RoCE) is calculated as earnings before interest and tax (EBIT) divided by average capital employed, where capital employed is defined as shareholders equity plus long -term borrowings and short-term borrowings.

OPERATIONAL KPI

S.

No.

Particulars

From April 01, 2025 to September 30, 2025

From April 01, 2024 to March 31, 2025

From April 01, 2023 to March 31, 2024

From April 01, 2022 to March 31, 2023

1

Product Name

Lemongrass Essential Oil

Lemongrass Essential Oil

Lemongrass Essential Oil

Lemongrass Essential Oil

2

Installed Capacity - Annual (Tons)

11.25

11.25

11.25

11.25

3

Capacity Utilization (Actual Production in Tons)

2.85

8.80

9.67

8.05

4

Capacity

~25.33%**

~78.22%

~85.96%

~71.56%

Utilization (%)

Note:

The lower capacity utilization during April—September 2025 was due to shifting of operations to Ravalgaon. KPI EXPLANATION

KPI

Explanation

Revenue from Operation

Revenue from Operations is used by management to track the revenue profile of the business and helps assess overall financial performance and business volume.

Revenue Growth Rate (%)

Indicates annual growth rate in revenue compared to the previous period.

EBITDA

Provides information regarding the operational efficiency of the business.

EBITDA Margin

(%)

Indicates operational profitability and financial performance of the business.

ROCE (%)

Shows how efficiently the company generates earnings from capital employed in the business.

PAT

Profit after Tax indicates actual earnings available to equity shareholders.

PAT Margin

Indicates overall profitability and financial performance of the business.

ROE / RoNW

Shows how much the company generates from available shareholders funds.

RESULTS OF OUR OPERATIONS

Particulars

September 30,2025

% of Total Income

March 31, 2025

% of Total Income

March 31, 2024

% of Total Income

March 31, 2023

% of Total Income

I. Revenue from

Operations

1,129.37

100.00%

1,649.34

100.00%

1,555.27

99.96%

1,207.31

99.87%

II. Other Income

0.00%

0.00%

0.61

0.04%

1.57

0.13%

III. Total

Income

(I+II)

1,129.37

100.00%

1,649.34

100.00%

1,555.89

100.00%

1,208.88

100.00%

Expenses:

(a) Cost of

materials

consumed

474.56

42.02%

642.65

38.96%

718.30

46.17%

848.12

70.18%

(b)

Purchases of stock-intrade

(c) Changes in

inventories

(d)

Employee

benefits

expense

16.82

1.49%

31.19

1.89%

47.52

3.05%

45.70

3.78%

(e) Finance costs

24.58

2.18%

47.59

2.88%

47.91

3.08%

(f)

Depreciatio n &

amortisation

147.46

13.05%

258.56

15.67%

113.31

7.29%

7.21

0.60%

(g) Other expenses

26.78

2.37%

47.40

2.87%

52.92

3.40%

92.78

7.68%

IV. Total Expenses

690.19

61.11%

1,027.39

62.29%

979.96

62.99%

993.80

82.21%

V. Profit before tax & exceptional items (III- IV)

439.18

38.89%

621.95

37.71%

575.93

37.01%

215.07

17.79%

VI.

Exceptional

/

Extraordinar y Items

VII. Profit before tax (V-VI)

439.18

38.89%

621.95

37.71%

575.93

37.01%

215.07

17.79%

II. Tax Expense:

(a) Current tax

1.06

0.09%

4.37

0.26%

3.95

0.25%

(b) Deferred tax

1.52

0.13%

(45.52)

(2.76%)

34.62

2.23%

8.43

0.70%

(c) Shortfall / (Excess) provision

IX. Profit after tax (VII-VIII)

436.61

38.66%

663.10

40.21%

537.35

34.54%

206.64

17.10%

Key Components of our Statement of Profit and Loss Based on our Restated Financial Statement Income Overview of Revenue and Expenditure

The following descriptions set forth information with respect to the key components of our Statement of Profit and Loss prepared in accordance with our Restated Financial Statements.

Revenue from Operations

Our revenue from operations represents income generated from our core business activities undertaken during the reporting periods. Our Company derives substantially all of its income from domestic business operations. Revenue is recognised in accordance with the applicable accounting standards and reflects consideration received or receivable for goods supplied and services rendered to customers during the relevant periods.

Other Income

Other income comprises incidental and non-operating income earned during the normal course of business, including interest income and miscellaneous receipts. Other income has contributed an insignificant portion of our Companys total income during the reporting periods.

Cost of Materials Consumed

Cost of materials consumed represents the direct cost incurred towards raw materials and components utilised in the production or execution of our Companys operational activities. This forms a significant portion of our Companys total expenses and directly impacts gross profitability.

Employee Benefits Expense

Employee benefits expense includes salaries, wages, incentives, staff welfare expenses and statutory contributions made towards employees engaged in operational, administrative and managerial functions within our Company.

Finance Costs

Finance costs comprise interest expenses and other borrowing-related charges incurred on short-term and long-term borrowings utilised for business operations and working capital requirements.

Depreciation and Amortisation Expense

Depreciation and amortisation expense represents the systematic allocation of the cost of property, plant and equipment and intangible assets over their useful lives in accordance with applicable accounting standards.

Other Expenses

Other expenses include administrative and operational overheads such as legal and professional charges, rent, utilities, communication expenses, compliance and regulatory expenses, travelling expenses, repair and maintenance, and other general business expenditures incurred during the normal course of operations.

Profit Before Tax (PBT)

Profit before tax represents our Companys earnings after deducting all operating expenses, depreciation, amortisation and finance costs from total income, before accounting for tax expenses.

Tax Expense

Tax expense comprises current tax and deferred tax, calculated in accordance with the applicable provisions of the Income- tax Act and relevant accounting standards.

Profit After Tax (PAT)

Profit after tax represents the net profit of our Company for the respective financial periods after accounting for all expenses, interest, depreciation, amortisation and tax provisions, and reflects the earnings attributable to shareholders.

FOR THE SIX MONTHS PERIOD ENDED SEPTEMBER 31, 2025

TOTAL INCOME

• Revenue from Operations

Revenue from Operations stood at ?1,129.37 lakhs for the six-months period ended 2025, compared to ?1,649.34 lakhs in FY 2024-25 and ?1,555.27 lakhs in FY 2023-24. The revenue recorded during the six-month period reflects continued execution of core business activities and sustained operational demand during the period.

On a full-year basis, revenue increased from ?1,555.27 lakhs in FY 2023-24 to ?1,649.34 lakhs in FY 2024-25, registering a growth of 6.05%, primarily driven by improved operational scale and higher business volumes.

Revenue from operations continued to contribute approximately 100% of total income across all reported periods, indicating our Companys strong dependence on its core operating activities and negligible reliance on non-operating income.

• Other Income

Other Income remained Nil during the six-months period ended 2025 and FY 2024-25, compared to ?0.61 lakhs in FY 2023-24. Other income mainly consists of incidental receipts and interest income when applicable.

The contribution of other income to total income remained insignificant, reaffirming that our Companys earnings are primarily derived from its core operations.

TOTAL EXPENDITURE

•_Cost of Materials Consumed

Cost of materials consumed amounted to ?474.56 lakhs during the six-months period ended 2025, compared to ?642.65 lakhs in FY 2024-25 and ?718.30 lakhs in FY 2023-24. The reduction during FY 2024-25 over FY 2023-24 reflects improved procurement efficiency and optimized material usage.

As a percentage of total income, material cost declined from 46.17% in FY 2023-24 to 38.96% in FY 2024-25, and stood at approximately 42.02% during the six-month period, reflecting controlled consumption levels.

• Employee Benefits Expense

Employee benefits expense stood at ?16.82 lakhs during the six-months period ended 2025, compared to ?31.19 lakhs in FY 2024-25 and ?47.52 lakhs in FY 2023-24. The decline reflects workforce optimisation and improved productivity.

Employee cost as a percentage of total income reduced from 3.05% in FY 2023-24 to 1.89% in FY 2024-25, and further to approximately 1.49% during the six-month period.

• Finance Costs

Finance costs amounted to ?24.58 lakhs during the six-months period ended 2025, compared to ?47.59 lakhs in FY 202425 and ?47.91 lakhs in FY 2023-24. The costs remained stable year-on-year, indicating effective borrowing management and stable financing structure.

Finance costs remained around 2-3% of total income across all periods.

• Depreciation and Amortisation Expense

Depreciation and amortisation expense was ?147.46 lakhs during the six-months period ended 2025, compared to ?258.56 lakhs in FY 2024-25 and ?113.31 lakhs in FY 2023-24. The sharp increase in FY 2024-25 was primarily due to capitalisation of assets and expansion of our Companys fixed asset base.

The elevated depreciation level reflects continued investment in infrastructure and operational capacity.

• Other Expenses

Other expenses were ?26.78 lakhs during the six-months period ended 2025, compared to ?47.40 lakhs in FY 2024-25 and ?52.92 lakhs in FY 2023-24. The decline reflects tighter administrative cost control and operational efficiencies.

Other expenses as a percentage of total income declined consistently, indicating improved cost discipline.

PROFIT BEFORE TAX (PBT)

Profit Before Tax stood at ?439.18 lakhs for the six-months period ended 2025, compared to ?621.95 lakhs in FY 2024-25 and ?575.93 lakhs in FY 2023-24.

On a full-year basis, PBT increased by 8.00% from FY 2023-24 to FY 2024-25, driven by revenue growth, reduction in operating costs and improved efficiencies despite higher depreciation charges.

PBT margin improved from approximately 37.01% in FY 2023-24 to 37.71% in FY 2024-25, and stood at approximately 38.89% during the six-month period, indicating sustained profitability.

TAX

Tax expense for the six-months period ended 2025 comprised a current tax of ?1.06 lakhs and deferred tax charge of ?1.52 lakhs, compared to a deferred tax credit in FY 2024-25. Variations in deferred tax primarily arose from timing differences related to depreciation and allowable deductions under applicable tax laws.

PROFIT AFTER TAX (PAT)

Profit After Tax stood at ?436.61 lakhs during the six-months period ended 2025, compared to ?663.10 lakhs in FY 202425 and ?537.35 lakhs in FY 2023-24.

PAT increased by 23.40% from FY 2023-24 to FY 2024-25, primarily due to higher operating profits and deferred tax credit benefits during the year.

PAT margin improved from 34.55% in FY 2023-24 to 40.20% in FY 2024-25, and remained strong at approximately 38.66% during the six-month period, reflecting consistent operational efficiency and strong financial performance.

COMPARISON OF FINANCIAL YEAR 2024-25 WITH FINANCIAL YEAR 2023-24

TOTAL INCOME

• Revenue from Operations

Our Companys Revenue from Operations increased from ?1,555.27 lakhs in FY 2023-24 to ?1,649.34 lakhs in FY 202425, registering a growth of 6.05%. The growth reflects improved scale of operations, higher business volumes and better utilisation of operational capacity during the year.

Revenue from operations continued to constitute approximately 100% of total income in both years, demonstrating our Companys strong dependence on its core operating activities and negligible reliance on non-operating income.

• Other Income

Other Income was Nil in FY 2024-25 as compared to ?0.61 lakhs in FY 2023-24. Other income primarily comprises incidental receipts and interest income when applicable.

The contribution of other income to total income remained insignificant, reaffirming that our Companys earnings are predominantly operational in nature.

TOTAL EXPENDITURE

• Cost of Materials Consumed

Cost of materials consumed decreased from ?718.30 lakhs in FY 2023-24 to ?642.65 lakhs in FY 2024-25, reflecting a decline of 10.53%. The reduction was mainly due to improved procurement efficiency, better inventory planning and optimised consumption levels.

As a percentage of total income, material cost declined from 46.17% to 38.96%, indicating enhanced operational efficiency.

• Employee Benefits Expense

Employee benefits expense reduced from ?47.52 lakhs in FY 2023-24 to ?31.19 lakhs in FY 2024-25, representing a decline of 34.36%. The decrease is attributable to manpower rationalisation, improved productivity and tighter control over personnel-related costs.

Employee cost as a proportion of total income declined from 3.05% to 1.89%.

• Finance Costs

Finance costs remained largely stable at ?47.59 lakhs in FY 2024-25 as compared to ?47.91 lakhs in FY 2023-24, reflecting effective borrowing management and stable interest obligations.

Finance costs as a percentage of total income remained broadly constant at approximately 2.9%.

• Depreciation and Amortisation Expense

Depreciation and amortisation expense increased significantly from ?113.31 lakhs in FY 2023-24 to ?258.56 lakhs in FY 2024-25, reflecting an increase of 128.15%. The increase is primarily attributable to additions to property, plant and equipment and capitalisation of assets from capital work-in-progress.

This increase indicates strengthening of our Companys operational infrastructure.

• Other Expenses

Other expenses declined from ?52.92 lakhs in FY 2023-24 to ?47.40 lakhs in FY 2024-25, registering a reduction of 10.43%. The decrease reflects improved cost control, operational discipline and rationalisation of administrative overheads.

Other expenses as a percentage of total income reduced from 3.40% to 2.87%.

PROFIT BEFORE TAX (PBT)

Profit Before Tax increased from ?575.93 lakhs in FY 2023-24 to ?621.95 lakhs in FY 2024-25, registering a growth of 8.00%. The improvement was driven by revenue growth, reduced operating costs and improved efficiencies despite higher depreciation expense.

PBT margin improved from 37.01% in FY 2023-24 to approximately 37.71% in FY 2024-25.

TAX

Tax expense changed from ?38.57 lakhs in FY 2023-24 to a net deferred tax credit of ?(41.15) lakhs in FY 2024-25. The deferred tax credit primarily arose due to timing differences relating to depreciation and other allowable deductions under applicable tax laws.

PROFIT AFTER TAX (PAT)

Profit After Tax increased from ?537.35 lakhs in FY 2023-24 to ?663.10 lakhs in FY 2024-25, reflecting a growth of 23.40%. The increase was primarily driven by higher operating profitability and the impact of deferred tax credit during the year.

PAT margin strengthened from 34.54% in FY 2023-24 to approximately 40.21% in FY 2024-25, indicating improved financial performance and operational efficiency.

COMPARISON OF FINANCIAL YEAR 2023-24 WITH FINANCIAL YEAR 2022-23 TOTAL INCOME

• Revenue from Operations

Our Companys Revenue from Operations increased from ?1,207.31 lakhs in FY 2022-23 to ?1,555.27 lakhs in FY 202324, registering a growth of 28.82%. The increase reflects expansion in operational activities and improved business performance during the year.

Revenue from operations continued to constitute approximately 100% of total income in both years, demonstrating our Companys strong reliance on core operating activities and minimal dependence on non-operating income.

• Other Income

Other Income decreased from ?1.57 lakhs in FY 2022-23 to ?0.61 lakhs in FY 2023-24. Other income primarily comprises incidental receipts and interest income earned in the ordinary course of business.

The contribution of other income to total income remained insignificant, reinforcing that our Companys earnings are primarily operational in nature.

TOTAL EXPENDITURE

• Cost of Materials Consumed

Cost of materials consumed decreased from ?848.12 lakhs in FY 2022-23 to ?718.30 lakhs in FY 2023-24, representing a reduction of 15.30%. The decrease was attributable to improved procurement efficiency, better inventory utilisation and optimisation of material consumption.

As a percentage of total income, material cost declined from approximately 70.17% in FY 2022-23 to 46.17% in FY 202324, reflecting significant improvement in cost efficiency.

• Employee Benefits Expense

Employee benefits expense increased marginally from ?45.70 lakhs in FY 2022-23 to ?47.52 lakhs in FY 2023-24, representing a growth of 3.98%. The increase reflects normal salary increments and manpower requirements to support operational growth.

Employee costs as a percentage of total income reduced from approximately 3.78% to 3.05%, indicating operating leverage achieved through revenue growth.

• Finance Costs

Finance costs were incurred by the Company during FY 2023-24 amounting to ?47.91 lakhs, constituting 3.08% of total income, as compared to FY 2022-23, during which the Company did not incur any finance costs. The increase in finance costs in FY 2023-24 indicates the commencement of reliance on interest-bearing borrowings to support business operations and growth, whereas operations in FY 2022-23 were funded primarily through internal accruals and equity.

• Depreciation and Amortisation Expense

Depreciation and amortisation expense increased significantly from ?7.21 lakhs in FY 2022-23 to ?113.31 lakhs in FY 2023-24. The increase was primarily due to capitalisation of assets and commencement of depreciation on newly added property, plant and equipment.

The rise indicates expansion and strengthening of our Companys asset base.

• Other Expenses

Other expenses decreased from ?92.78 lakhs in FY 2022-23 to ?52.92 lakhs in FY 2023-24, representing a reduction of 42.96%. The decline reflects improved cost control measures, rationalisation of administrative expenses and enhanced operational discipline.

Other expenses as a percentage of total income reduced from approximately 7.67% to 3.40%.

PROFIT BEFORE TAX (PBT)

Profit Before Tax increased significantly from U215.07 lakhs in FY 2022-23 to ?575.93 lakhs in FY 2023-24, registering a growth of 167.84%. The improvement was driven by strong revenue growth, reduction in material and operating costs and improved operational efficiency.

PBT margin improved from approximately 17.79% in FY 2022-23 to 37.01% in FY 2023-24.

TAX

Tax expense increased from approximately ?8.43 lakhs in FY 2022-23 to ?38.57 lakhs in FY 2023-24, in line with higher profitability. The change reflects normal tax provisioning based on increased earnings during the year.

PROFIT AFTER TAX (PAT)

Profit After Tax increased from U206.64 lakhs in FY 2022-23 to ?537.35 lakhs in FY 2023-24, representing a growth of 160.05%. The increase was primarily attributable to higher operating profits and improved cost efficiency.

PAT margin improved from approximately 17.10% in FY 2022-23 to 34.54% in FY 2023-24, reflecting a significant enhancement in profitability and operational performance.

DISCUSSION ON THE STATEMENT OF CASH FLOWS

The following table sets forth information relating to our Companys statement of cash flows for the financial years indicated:

Particulars

For the period / year ended on

September 30,2025

March 31, 2025

March 31, 2024

March 31, 2023

Net cash flows generated / (used) from operating activities (A)

47.26

688.40

776.97

(120.92)

Net cash flows generated / (used) from investing activities (B)

(12.83)

(660.60)

(764.13)

(577.12)

Net cash flows generated / (used) from financing activities (C)

(37.80)

(23.42)

(21.14)

669.86

Net increase / (decrease) in cash and cash equivalents (A+B+C)

(3.36)

4.39

(8.30)

(28.17)

OPERATING ACTIVITIES

Our Companys cash flows from operating activities did not remain consistently positive across all reported periods. While our Company generated strong operating cash inflows in recent years, FY 2022-23 reflected a net operating cash outflow primarily due to adverse working capital movements.

In FY 2022-23, net cash used in operating activities amounted to ?(120.92) lakhs, despite a profit before tax of ?215.07 lakhs. The outflow was mainly attributable to significant increases in inventories and trade receivables, partially offset by non-cash adjustments and movements in trade payables and provisions.

In FY 2023-24, operating cash flows improved significantly to ?776.97 lakhs, driven by higher profitability (PBT of ?575.93 lakhs), depreciation adjustments and improved working capital management, particularly in receivables and payables.

In FY 2024-25, net cash generated from operating activities stood at ?688.40 lakhs. Although profitability increased (PBT of ?621.95 lakhs), operating cash flows moderated due to higher working capital deployment toward inventories and receivables.

For the six months ended September 30, 2025, net cash generated from operating activities amounted to ?47.26 lakhs, reflecting stable operating performance with moderate working capital movements typical of interim reporting periods.

Overall, operating cash flows demonstrate improving cash generation capacity supported by strong profitability, though influenced by working capital fluctuations across periods.

INVESTING ACTIVITIES

Cash flows from investing activities remained negative across all reported periods, reflecting ongoing investments in property, plant and equipment and capital expansion initiatives.

In FY 2022-23, net cash used in investing activities amounted to ?(577.12) lakhs, primarily due to capital expenditure on fixed assets and infrastructure development.

In FY 2023-24, investing cash outflows increased to ?(764.13) lakhs, driven by significant investments in operational assets and expansion projects.

In FY 2024-25, investing outflows reduced to ?(660.60) lakhs, indicating moderation in capital expenditure following completion of major asset additions.

For the six months ended September 30, 2025, net investing cash outflow stood at ?(12.83) lakhs, reflecting limited incremental capital expenditure during the interim period.

The declining trend in investing outflows suggests a gradual shift from expansion-led capital deployment toward consolidation and optimisation of existing assets.

FINANCING ACTIVITIES

Cash flows from financing activities indicate a shift from inflow-driven funding toward repayment-led outflows in recent years.

In FY 2022-23, net cash generated from financing activities amounted to ?669.86 lakhs, primarily arising from proceeds from borrowings and equity-related inflows utilised for expansion and working capital requirements.

In FY 2023-24, financing cash flows turned negative at ?(21.14) lakhs, reflecting commencement of debt repayments and interest servicing obligations.

T1/I

In FY 2024-25, net financing outflow increased marginally to ?(23.42) lakhs, mainly due to continued repayment of borrowings and finance costs.

For the six months ended September 30, 2025, net financing cash outflow stood at ?(37.80) lakhs, reflecting scheduled debt repayments and servicing obligations.

Overall, financing cash flow trends reflect our Companys gradual deleveraging strategy and focus on strengthening its capital structure.

CONTINGENT LIABILITIES AND OFF-BALANCE SHEET ARRANGEMENTS

The details of Contingent Liabilities of our Company for the period ended September 30, 2025 and financial year ended March 31, 2025, 2024 and 2023 respectively are as follows:

(Rs. In Lakhs)

Particulars

For the Period ended on September 30, 2025

For the year ended March 31,

2025

2024

2023

Contingent Liabilities relating to Direct and Indirect Tax Proceedings

Nil

Nil

Nil

Nil

AUDITORS OBSERVATIONS

There have been no reservations, qualifications, matters of emphasis or adverse remarks in the Restated Financial Information of our Company for the period ended September 30, 2025 and financial years ended March 31, 2025, March 31, 2024 and March 31, 2023.

INDEBTEDNESS

For details in relation to our financial indebtedness, please see Financial Indebtedness on page 223. The following table sets forth certain information relating to our total borrowings and our repayment obligations in the periods indicated:

(? in lakhs)

Particulars

For the Period ended on September 30, 2025

For the year ended March 31,

2025

2024

2023

Long Term Borrowings

87.71

100.93

76.76

50.00

Short Term Borrowings

425.25

429.46

293.71

245.61

COMMITMENTS AND CONTINGENCIES

Except as disclosed in this Draft Prospectus, our Company does not have any off-balance sheet arrangements which have or are reasonably likely to have a current or future effect on our financial condition, results of operations, cash flows, liquidity or capital resources, which we believe are material to investors.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

The following table sets forth information relating to our contractual obligations and commitments as at September 30, 2025, based on the Restated Financial Statements:

Particulars

Total

Less than 1 year

1-3 years

3-5 years

More than 5 years

Capital commitments (net of advances)

Nil

Nil

Nil

Nil

Nil

Explanation:

As at September 30, 2025, our Company does not have any material capital commitments, including commitments towards acquisition of fixed assets or capital projects.

CAPITAL EXPENDITURES

Our capital expenditure primarily relates to investments in property, plant and equipment and capital work-in-progress, as reflected in the Restated Financial Statements.

Capital Expenditure Details

(Z in lakhs)

Particulars

Six months ended

September 30, 2025

Fiscal Year Ended March 31, 2025

Fiscal Year Ended March 31, 2024

Fiscal Year Ended March 31, 2023

Additions to fixed assets

1.11

25.35

88.07

1,741.36

Explanation / Consistency Check with Balance Sheet:

• Our Company incurred significant capital expenditure in FY 2023, primarily towards establishment and expansion of its fixed asset base, particularly plant and machinery.

Capital expenditure declined substantially in FY 2024 and FY 2025, indicating that major capital investments were largely completed in FY 2023.

During the six months ended September 30, 2025, the Company incurred limited capital expenditure of ?L11 lakhs, primarily towards minor additions or replacements.

RELATED PARTY TRANSACTIONS

We enter into transactions with our related parties in the ordinary course of business. These transactions primarily include unsecured loans and purchase of products, and are conducted on an arms length basis.

For further details relating to related party transactions, see Restated Financial Statements - Note [.] - Restated Statement of Related Party Transactions.

QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT THE MARKET RISK QUALITATIVE DISCLOSURE ABOUT MARKET RISK Financial Risk Management

In the course of undertaking our business, our Company is exposed to certain financial risks arising from the use of financial instruments. These risks primarily include credit risk, liquidity risk and market risk. Our Companys risk management framework is focused on improving predictability in financial outcomes and minimizing the potential adverse impact of such risks on its financial performance. The Board of Directors oversees the risk management process and ensures that appropriate policies and procedures are in place.

Credit Risk

Credit risk represents the risk of financial loss arising from a counterpartys failure to discharge its contractual obligati ons. Our Companys exposure to credit risk arises principally from security deposits with banks, trade receivables, loans and advances, and other financial assets. The maximum exposure to credit risk is generally equal to the carrying value of the respective financial assets as disclosed in the financial statements.

Our Companys credit risk is influenced by the individual credit profile of customers and counterparties as well as the operating geography. Credit risk is managed through a structured process that includes credit evaluation and approvals, establishment of customer-wise credit limits, and continuous monitoring of receivables and counterparty creditworthiness. Our Company also reviews ageing of receivables on a periodic basis and makes appropriate provisions, wherever required, in accordance with applicable accounting standards.

Liquidity Risk

Liquidity risk is the risk that our Company may not be able to meet its financial obligations as they fall due. Our Company manages liquidity risk through prudent financial planning and by maintaining adequate levels of cash and cash equivalents, banking facilities, and working capital lines.

Our Companys approach to liquidity management aims to ensure sufficient liquidity to meet obligations under both normal and stressed business conditions, without incurring unacceptable losses or adversely impacting its reputation. Regular cash flow forecasting and monitoring enable our Company to align its funding requirements with operational needs and to maintain financial discipline across business cycles.

Market Risk

Market risk refers to the risk of fluctuations in market variables such as interest rates and other price-related risks, which may impact our Companys financial performance, cost of borrowings, or the value of materials purchased or consumed.

Our Companys exposure to market risk is limited and is primarily related to interest rate movements on borrowings. Our Company monitors market conditions on an ongoing basis and adopts a conservative approach to managing market risk, including optimizing the mix of fixed and variable rate borrowings and closely monitoring procurement and pricing strategies to mitigate adverse price movements.

Effect on inflation

Our Company is exposed to inflationary pressures, which may adversely affect its operating costs, including raw material costs, employee and labour expenses, logistics and other input costs. Variations in inflation levels may lead to increases in procurement and operating expenses, which could impact margins if such cost increases cannot be fully passed on to customers.

Our Company actively monitors inflation trends and periodically reviews its pricing and cost structures. In response to changes in inflation rates, our Company undertakes margin re-calibration, operational efficiencies, and selective price adjustments, where feasible, in order to mitigate the impact of inflationary pressures. These measures enable our Company to absorb inflationary effects to a reasonable extent while maintaining competitiveness and operational sustainability.

OTHER FACTORS: INFORMATION REQUIRED AS PER ITEM (11) (II) I (iv) OF PART A OF SCHEDULE VI TO THE SEBI REGULATIONS, 2018:

1. Unusual or Infrequent Events or Transactions

Except as disclosed elsewhere in this Draft Prospectus, there have been no unusual or infrequent events or transactions during the periods under review.

Our Company, being an agro-based enterprise engaged in trading and distribution of agricultural commodities, operates in a market subject to price and supply fluctuations. The temporary halt in trading activities is an operational decision taken by the management in response to prevailing business conditions and does not constitute an unusual or infrequent transaction.

2. Significant Economic Changes that materially affected or are likely to affect income from continuing operations

Our business is dependent on the agricultural and agri-commodities sector, and is influenced by factors such as availability of agricultural produce, fluctuations in commodity prices, changes in procurement costs, logistics and transportation expenses, interest rates, and overall macro-economic conditions.

rn

Our Companys income from continuing operations has also been impacted by the temporary halt in trading activities, which has resulted in reduced operational volumes.

Save and except as disclosed in the sections titled Factors Affecting our Results of Operations, Risk Factors, and elsewhere in this Draft Prospectus, there are no other known significant economic changes which have materially affected or are expected to materially affect income from continuing operations.

3. Known trends or uncertainties having or likely to have a material adverse impact

The agro-commodities business is exposed to inherent uncertainties such as volatility in raw material prices, dependence on harvest cycles, weather conditions, government policies relating to agriculture, and market demand.

Further, the temporary suspension of trading activities is a known condition which may have an adverse impact on our Companys revenues and profitability in the near term.

Other than the risks and uncertainties disclosed in the section titled Risk Factors and under Managements Discussion and Analysis of Financial Condition and Results of Operations on page 21 and 224, there are no other known trends or uncertainties which are expected to have a material adverse impact on income from continuing operations.

4. Future changes in relationship between costs and revenues

Our operating results may be affected by future changes in the relationship between costs and revenues, including variations in:

• procurement prices of agricultural commodities,

• freight and logistics costs,

• storage and handling expenses,

• finance costs, and

• employee costs.

The halt in trading activities may also impact cost absorption levels in the short term. However, except as disclosed under Risk Factors and elsewhere in this Draft Prospectus, there are no presently known events or factors which are expected to cause a material change in the relationship between costs and revenues.

5. Total turnover of each major industry segment

Our Company is engaged in the agro-based business of trading and distribution of agricultural and agri-based commodities, and all operations fall within a single line of business.

The management reviews performance on an overall business basis. Accordingly, there are no separate reportable industry segments as per the applicable accounting standards.

For further details, please refer to the chapter titled Our Business on page 140 in this Draft Prospectus.

6. Status of any publicly announced new products or business segments

Except as disclosed in the chapter titled Our Business on page 140 in this Draft Prospectus, our Company has not publicly announced any new products or business segments as of the date of this Draft Prospectus. The temporary halt in trading activities is not associated with the launch of any new business line.

7. Seasonality of Business

Our Companys business, being agro-based, may be influenced by harvest cycles and availability of agricultural produce. However, based on historical operations, our Company has not experienced material seasonality in revenue generation.

At present, due to the halt in trading activities, seasonality does not have a material impact on our Companys operations. For further details, please refer to the sections titled Risk Factors, Our Industry, and Our Business on page 21, 102 and 140 in this Draft Prospectus.

8. Any significant dependence on a single or few suppliers or customers

During FY 2022-23, FY 2023-24, FY 2024-25 and the period ended September 30, 2025, our Company derived a substantial portion of its revenue from a limited number of customers. The contribution from the top 1 (one), top 3 (three),

top 5 (five) and top 10 (ten) customers consistently accounted for a significant percentage of the total revenue from operations during these periods, indicating a degree of concentration in the customer base.

In particular, the top 10 (ten) customers contributed approximately 76.10% of total revenue in FY 2022-23, 85.70% in FY 2023-24, 74.19% in FY 2024-25 and 78.90% for the period ended September 30, 2025. Further, the top 1 (one) customer alone contributed between 25% to 31% of the total revenue during these periods.

Accordingly, our Company has a significant dependence on a limited number of customers for its revenue. However, the customer base comprises multiple independent entities across different years and no single customer relationship is considered irreplaceable. Our Company continues to focus on broadening its customer base to mitigate concentration risk.

Particulars

As on Septe mber 30, 2025

%

FY

2024

25

%

FY

2023

24

%

FY

2022

23

%

Revenue from top 1 (one) customer

338.18

29.94%

413.70

25.08%

480.88

30.92%

303.05

25.10%

Revenue from top 3 (three) customers

759.89

67.28%

937.75

56.86%

974.81

62.68%

638.86

52.92%

Revenue from top 5 (five)

customers

820.19

72.62%

1,146.7

6

69.53%

1,198.8

1

77.08%

773.77

64.09%

Revenue from top 10 (ten)

customers

891.13

78.90%

1,223.6

6

74.19%

1,332.9

3

85.70%

918.77

76.10%

Further, during FY 2024-25 and FY 2025-26 (stub period), our Company has discontinued its export and trading activities and accordingly did not record any purchases, resulting in no active supplier relationships during these periods.

Based on the above, while there was temporary concentration with certain suppliers in earlier years due to trading-related transactions, our Company does not presently have any dependence on a single or a few suppliers as at September 30, 2025, in view of cessation of trading and export operations.

However, as highlighted separately, our Company continues to have revenue concentration with a limited number of customers, as reflected in customer-wise revenue contribution for the respective periods.

9. Competitive conditions:

Our Company operates in a competitive environment and faces competition from various existing and potential players engaged in the cultivation of agricultural produce, processing of medicinal and aromatic plants, manufacture of essential oils, natural extracts and allied products. The competitive landscape is characterised by factors such as product quality, pricing, consistency of supply, technological capabilities, regulatory compliance and customer relationships.

Over the years, our Company has developed an integrated operational model encompassing cultivation, processing and distillation, which enables better control over quality, cost efficiencies and traceability of products. Our Company has also established long-standing relationships with key customers across domestic and export markets. Certain principal competitors of our Company are described in the chapter titled Our Business beginning on page 140 of this Draft Prospectus.

While competition may impact pricing, volumes and margins, our Company seeks to mitigate competitive pressures by focusing on value-added products, operational efficiencies, quality standards and expansion of its customer base.

10. Details of material developments after the date of last balance sheet i.e. September 30, 2025:

Except as mentioned in this Draft Prospectus, no circumstances have arisen since the date of last financial statement until the date of filing the Draft Prospectus, which materially and adversely affect or are likely to affect the operations or profitability

239

of our Company, or value of its assets, or its ability to pay its liability within next twelve months. Our Company has approved the Draft Prospectus vide resolution in the Board Meeting dated February 27, 2026.

 

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