Shyam Dhani Industries Ltd Management Discussions

OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our "Restated Financial Statements" which have been included in this Draft Red Herring Prospectus. The following discussion and analysis of our financial condition and results of operations is based on our Restated Financial Statements for the Fiscal Years ended on March 31, 2025, 2024, and 2023 including the related notes and reports, included in this Draft Red Herring Prospectus prepared in accordance with requirements of the Companies Act and restated in accordance with the SEBI Regulations, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries. Our Financial Statements, as restated have been derived from our Audited Financial Statements for the respective year. 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 Indian GAAP, Companies Act, SEBI Regulations and other relevant accounting practices in India.

This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those described under "Risk Factors" and "Forward Looking Statements" beginning on pages 30 and 21 respectively, and elsewhere in this Draft Red Herring Prospectus.

Our Fiscal Year ends on March 31 of each year. Accordingly, all references to a particular Fiscal Year are to the 12 months ended March 31 of that year.

OVERVIEW

Our company is engaged in the manufacturing and processing of 164 type/varieties of spices such as Ground Spices, Blend Spices and Whole Spices under the brand name "SHYAM". In addition to our spice offerings, we are also engaged in trading and distribution of Grocery Products such as Black Salt, Rock Salt, Rice, Poha, Kasuri Methi (Dried Fenugreek) etc. and a diverse range of Herbs and seasonings which includes Organo, Peri Peri, Chilli Flakes, Mixed Herbs, Onion Flakes, Tomato Powder etc.

Our Company operates across multiple sales channels, catering to both Business to Business ("B2B") and Direct to Consumer ("D2C") markets. In the B2B space, we serve customers through General Trade (wholesalers and distributors across India), Modern Trade (supermarkets and big retail chains), and Quick Commerce Platforms (through quick commerce apps), ensuring our products are easily accessible to consumer We are also involved in Private Labelling, HoReCa (Hotel, Restaurant, and Catering) sales, and Export Sales. By using our products these businesses can create custom spice blends for their own branded lines, allowing them to provide good quality ingredients and tailored solutions to meet the unique needs of professional kitchens

Additionally, we have a Direct-to-Consumer ("D2C") presence via our website, offering seamless online shopping experience for customers to directly purchase our products.

For further details, please refer "Our Business - Overview" beginning on page 149.

SIGNIFICANT MATERIAL DEVELOPMENTS SUBSEQUENT TO THE STUB PERIOD

In the opinion of the Board of Directors of our Company, since the date of the last financial statements disclosed in this Draft Red Herring Prospectus, there have not arisen any circumstance that materially and adversely affect or are likely to affect the business activities or profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months except as mentioned below:

1. Our Company has received the In Principle Approval from National Stock Exchange of India Limited on [•], to use their names in the Offer Documents in respect of the proposed public issue of Equity Shares.

2. Our company, with the consultation of the BRLM, may undertake a Pre-IPO Placement of up to 2,86,000 Equity Shares of face value of Rs. 10/- each at a premium of Rs. [•] each aggregating to Rs. [•] Lakhs.

KEY FACTORS THAT MAY AFFECT OUR RESULTS OF OPERATION

Our results of operations have been, and will be, affected by many factors, some of which are beyond our control. Our results of operations and financial conditions are affected by numerous factors including the following:

Ability to expand the customer base and develop new products capabilities to meet evolving preferences and generate new sales.

Customer relationships are the core of our business. Our ability to grow our operations and increase sales depends upon the brand awareness of our products among the end consumers. We expect that our revenue growth will be primarily driven by the pace of adoption of our products by the end consumers. This will drive demand for our products by the end consumers from switching from their regular brand to our brand.

We have substantial opportunity to grow our customer base. We have invested, and intend to continue to invest, in order to drive sales to new customer. In particular, we have made, and plan to continue to make, investments to enhance the expertise of our sales and marketing segment. Our business from existing customers has steadily grown and contributed a significant portion of our revenue. Our ability to establish and strengthen customer relationships and expand the scope of our products and services will be an important factor in our future growth and our ability to continue increasing our profitability.

Leveraging on our present portfolio of customers and expertise in the verticals of our existing customers we aim to develop new customer relationships by identifying potential customers that operate within the same verticals as our existing customer. In addition, if we can generate healthy demand for our products, we may be able to increase our price, which would consequently lead to an increase in our revenues and profit margins. Conversely, if we are unable to provide products to our customers, either at all or at an acceptable price, or if our customers are dissatisfied with our product for any other reason, it would have an adverse effect on our revenues and our profits.

Regulatory Framework

We have obtained all regulatory permissions which are necessary to run our business, Further, some of the approvals are granted for fixed periods of time and need renewals, which are obtained in the course of business, however, there may be change in statutory regulations at any time which cannot be predicted by us. There can be no assurance that the change in regulations will not impact our operations in the future.

Ability of Management

Our success depends on the continued services and performance of the members of our management team and other key employees. Competition for senior management in the industry is intense, and we may not be able to retain our existing senior management or attract and retain new senior management in the future. The loss of the services of our Promoters could seriously impair our ability to continue to manage and expand our business. Further, the loss of any other member of our senior management or other key personnel may adversely affect our business, results of operations and financial condition.

Ability to manage logistics and transportation needs

We rely on third party transportation and other logistic facilities at every stage of our business activity including for procurement of products from our suppliers and for transportation from our factory to our customers and other markets. Since the cost of our goods also carried by third party transporters is much higher than the consideration paid for transportation, it may be difficult for us to recover damages for damaged, delayed or lost goods. Our operations and profitability are dependent upon the availability of transportation and other logistic facilities in a time and cost-efficient manner.

Accordingly, our business is vulnerable to increased transportation costs, transportation strikes and lock-outs, shortage of labour, delays and disruption of transportation services for events such as weather-related problems and accidents. Further, movement of goods encounters additional risks such as accidents, pilferage, spoilage or shrinkage may adversely affect our operations, results of operations and financial condition. Although we have not experienced any material logistics and transport related disruptions in the past, any prolonged disruption or unavailability of such facilities in a timely manner could result in delays or non-supply or may require us to look for alternative sources which may not be cost-effective, thereby adversely affecting our operations, results of operations, cash flows and financial condition.

Market & Economic conditions

India is one of the largest economies and is growing at a rapid pace. But in this globalised economy, all the businesses face an uncertain level of volatility from unexpected global events which ranges from global pandemics to wars, to weather changes to supply chain disruption, which may change the economic dynamics and the purchasing capability of the end customer. At the time of market slowdown, the demand falls which has adverse impact on our business.

Competition

We operate in a competitive atmosphere. Our competition varies by market, geographic areas and type of products. Our Company may face stiff competition from organized and unorganized players as the dynamic changes. Some of our competitors may have greater resources than those available to us. While service quality, technical ability, performance records, etc. are key factors in client decisions among competitors, however, price and quality are the deciding factor in most cases. Further, this industry is fragmented with many small and medium sized companies and entities, which manufactures some of these products at various levels, which may adversely affect our business operation and financial condition. Further, there are no entry barriers in this industry and any expansion in capacity of existing manufacturers would further intensify competition. Moreover, as we seek to diversify into new geographical areas, new territories, new emerging markets, we face competition from competitors that have a pan-India presence and also from competitors that have a strong presence in regional markets. The markets in which we compete and intend to compete are undergoing, and are expected to continue to undergo, rapid and significant change. We expect competition to intensify as technological advances and consolidations continue. These competitive factors may force us to reduce rates, and to pursue new market opportunities. Increased competition could result in reduced demand for our products, increased expenses, reduced margins and loss of market share. Failure to compete successfully against current or future competitors could harm our business, operating cash flows and financial condition.

Changes in fiscal, economic or political conditions in India

We are incorporated in India and we conduct our corporate affairs and our business from India. Consequently, our business operations, financial performance and the market price of our Equity Shares are affected by interest rates, government policies, taxation, social and other political and economic developments affecting India.

Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy or certain regions in India, could adversely affect our business, results of operations and financial condition along with the price of the Equity Shares.

For more information on these and other factors / development which have or may affect us, please refer to chapters titled "Risk Factors", "Our Industry" and "Our Business" beginning on page 30, 128 and 149 respectively.

KEY PERFORMANCE INDICATORS AND CERTAIN NON-GAAP MEASURES

In evaluating our business, we consider and use certain non-GAAP financial measures and key performance indicators that are presented below as supplemental measures to review and assess our operating performance. The presentation of these non-GAAP financial measures and key performance

indicators are not intended to be considered in isolation or as a substitute for the Restated Financial Statements. We present these non-GAAP financial measures and key performance indicators because they are used by our management to evaluate our operating performance. These non-GAAP financial measures are not defined under AS and are not presented in accordance with AS. The non-GAAP financial measures and key performance indicators have limitations as analytical tools. Further, these non-GAAP financial measures and key performance indicators may differ from the similar information used by other companies, including peer companies, and hence their comparability may be limited. Therefore, these matrices should not be considered in isolation or construed as an alternative to AS measures of performance or as an indicator of our operating performance, liquidity, profitability or results of operation.

EBITDA and EBITDA Margin

EBITDA is defined as our profit/loss before tax, finance cost, depreciation and amortization. Profit/loss before tax margin is defined as profit/loss before tax divided by revenue from operations. EBITDA margin is defined as our EBITDA as a percentage of revenue from operations.

The following table reconciles our profit/loss before tax to EBITDA for the periods indicated:

Particulars	For Fiscal Years ended on March 31,
	2025	2024	2023
Restated (loss) / profit after tax	804.16	630.29	292.40
Add: Total Tax Expense	273.63	211.71	131.26
Add: Finance Costs	268.38	175.42	123.86
Add: Depreciation and amortization expense	113.26	74.14	64.31
Less: Other Income	7.37	3.11	14.98
Earnings before interest, taxes, depreciation and amortization expenses (EBITDA)	1452.06	1,088.45	596.85
Revenue from operations	12,468.04	10,760.52	6,795.29
EBITDA Margin (%)	11.65%	10.12%	8.78%

The following table sets forth certain key performance indicators for the years indicated:

Particulars	For the Fiscal Year ended on March 31,			CAGR
	2025	2024	2023
Revenue from Operations	12,468.04	10,760.52	6,795.29	22.42%
EBIDTA (1)	1,452.06	1088.46	596.85	34.50%
EBIT	1,346.17	1017.42	547.52	34.97%
Capital Employed	3,451.84	2,204.18	1,379.41	35.76%
EBIDTA Margin (%) <2>	11.65%	10.12%	8.78%	-
PAT	804.16	630.29	292.40	40.11%
PAT Margin (%) <3>	6.45%	5.86%	4.30%	-
ROE <4>	41.06%	50.78%	37.49%	-
ROCE <5>	39.00%	46.16%	39.69%	-
ROA <6>	9.75%	11.93%	10.63%	-

1. EBITDA is calculated as Profit for the year, plus total tax expenses (consisting of current tax, deferred tax and current taxes relating to earlier years), finance costs and depreciation and amortization expenses.

2. EBITDA Margin is calculated as EBITDA as a percentage of revenue from operations.

3. PAT Margin is calculated as restated PAT for the year as a percentage of revenue from operations.

4. ROE is calculated as restated PA Tfor the year divided by average shareholders equity.

5. ROCE is calculated as EBIT divided by capital employed.

6. ROA is calculated as PAT divided by Total assets.

PRESENTATION OF FINANCIAL INFORMATION

These Restated Financial Information have been compiled by the management from:

Restated Audited financial statements of the Company as at and for the Fiscal years ended on March 31, 2025, 2024 and 2023 are prepared in accordance with the accounting standards notified under the section 133 of the Act ("Indian GAAP") and other accounting principles generally accepted in India which have been restated in accordance with the SEBI (ICDR) Regulations by M/s G. L. Dangayach and Company, Chartered Accountants and peer review auditor of our company.

The policies have been consistently applied by our Company in preparation of the Restated Financial Statements and are consistent with those adopted in the preparation of financial statements for the Fiscal Years ended on March 31, 2025, 2024 and 2023.

The Restated Financial Statements have been prepared so as to contain information / disclosures and incorporating adjustments set out below in accordance with the SEBI ICDR Regulations:

? Adjustments to the profits or losses of the earlier years for the changes in accounting policies if any to reflect what the profits or losses of those periods would have been if a uniform accounting policy was followed in each of these years and of material errors, if any;

? Adjustments for reclassification of the corresponding items of income, expenses, assets and liabilities, retrospectively for the fiscal years ended on March 31, 2025, 2024 and 2023, and the requirements of the SEBI ICDR Regulations, if any; and

? The resultant impact of tax due to the aforesaid adjustments, if any.

SIGNIFICANT ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations is based on the Restated Financial Statements. For details of significant accounting policies followed by us while preparing our financial statements, see "FinancialStatements as Restated" beginning on page 214.

SUMMARY OF BALANCE SHEET

The following table sets forth our restated statement of assets and liabilities for the fiscal years ended March 31, 2025, 2024, and 2023:

Particulars	For the fiscal year ended on March 31,
	2025	2024	2023
Equity and Liabilities
Shareholders Funds
Share Capital	1487.20	114.40	114.40
Reserves and Surplus	873.34	1,441.98	811.69
Total Equity	2360.54	1,556.38	926.09
Non-Current Liabilities
Long-Term Borrowings	1091.30	647.80	453.32
Deferred Tax Liabilities (Net)	97.60	71.77	74.60
Long-Term Provisions	23.81	4.89	-
Total Non- Current Liabilities	1212.71	724.46	527.92
Current Liabilities
Short-Term Borrowings	3632.22	1,797.59	821.89
Trade Payables
i) total outstanding dues to micro and small Enterprises	119.31	8.35	8.04
ii) total outstanding dues to creditors other than micro and small Enterprises	508.60	1,022.19	307.08
Other Current Liabilities	389.64	115.61	86.97
Short-Term Provisions	24.28	59.71	73.38
Total Current Liabilities	4674.05	3,003.45	1,297.36
TOTAL EQUITY & LIABILITIES	8247.30	5,284.29	2,751.37
Assets
Non-Current Assets
Property, Plant, Equipment and Intangible Assets
i) Tangible Assets	2674.63	1,240.42	849.43
ii) Intangible Assets	36.93	-	-
iii) Capital Work in Progress	-	173.14	229.06
iv) Intangible Assets Under Development	-	31.58	-
Long-Term Loans and Advances	16.35	9.31	9.31
Other Non-Current Assets	118.07	9.86	9.50
Total Non-Current Assets	2845.98	1,464.31	1,097.30
Current Assets
Inventories	4071.69	2,981.80	1,121.91
Trade Receivables	859.02	561.05	328.07
Cash and cash equivalents	34.84	21.78	7.13
Short-Term Loans and Advances	30.66	48.99	37.14
Other Current Assets	405.11	206.36	105.82
Total Current Assets	5401.32	3,819.98	1,654.07
TOTAL ASSSETS	8247.30	5,284.29	2,751.37

The justification of the reasons for changes in the following financials information is as under:

Long term borrowings: Bifurcation of long term borrowings are described below:

Particulars	For the fiscal year ended on March 31,
	2025	2024	2023
Secured
Loans from Banks/ NBFC	841.87	258.62	213.22
Unsecured
From Directors	249.43	389.18	240.10
Loans from Banks	--	--	--
Total	1091.30	647.80	453.32

Our companys long-term borrowings have steadily increased over the past three financial years, from Rs.453.32 Lakhs as at March 31, 2023, to Rs.647.80 Lakhs as at March 31, 2024, and further to Rs.1,091.30 Lakhs as at March 31, 2025.

This increase is primarily attributed to the rise in secured loans from Banks/NBFCs, which increased from Rs.258.62 Lakhs in FY24 to Rs.841.87 Lakhs in FY25. Our company availed a Term Loan of Rs.800.00 Lakhs from HDFC Bank at the end of FY 24 and majority of this loan was disbursed during FY25. The loan was specifically availed for the purchase and installation of new plant and machinery, in line with our long-term expansion strategy driven by continuous growth in business operations.

Further, increase of Rs. 194.48 Lakhs in long term borrowings as at 31.03.2024 is attributable to the rise of unsecured loans from Directors which increased from Rs. 240.10 lakhs as at 31.03.2023 to Rs. 389.18 Lakhs as at 31.03.2024 which was repaid in FY25 resultantly unsecured loan from directors reduced to Rs. 249.43 lakhs in FY25.

Despite reduction in unsecured loan from directors in FY25, due to increase in loans from Banks, overall long-term borrowings increased from Rs.647.80 Lakhs to Rs.1091.30 Lakhs in FY25.

Short term borrowings: Bifurcation of short-term borrowings is described below:

Particulars	For the fiscal year ended on March 31,
	2025	2024	2023
Secured
Loans from Banks/ NBFC	3458.20	1405.20	675.43
Current Maturity of Term Loan	144.99	104.94	146.46
Unsecured
From Directors	-	-	-
Loans from Banks	29.03	287.45	-
Total	3632.22	1797.59	821.89

Our companys short-term borrowings have increased from Rs. 821.89 lakhs as at 31.03.2023 to Rs. 1797.59 Lakhs as at 31.03.2024 and Rs. 3632.22 Lakhs as at 31.03.2025. This increase in primarily attributed to increase in working capital limit. Our companys sanctioned working capital limits increased from Rs. 700 lakhs to Rs. 1740 lakhs during FY24 and further increased to Rs. 3,530 lakhs in FY25. These limits were availed to fund the incremental working capital requirements of our company. For details, please refer "Objects of the Issue" beginning on Page 98.

Trade receivables/ payables:

Our trade receivables and payables have increased during the period of last 3 years from FY23 to FY25. For details, please refer "Objects of the issue" beginning on page 98.

Inventories:

For increase in level of inventory from FY23 to FY25, please refer "Objects of the issue" beginning on page 98.

Loan and Advances:

Other non-current assets increased from Rs. 9.50 Lakhs as at 31.03.2023 to Rs. 9.86 lakhs as at 31.03.2024 and Rs. 118.07 Lakhs as at 31.03.2025. The main reason for such increase in FY25 is FDR of Rs.103.00Lakhs pledged with Banks in FY25 for availing working capital limit.

OVERVIEW OF REVENUE & EXPENDITURE

Revenue and Expenses

Our revenue and expenses are reported in the following manner:

Total Revenue

Our Total Revenue comprises of revenue from operations and other income.

> Revenue from operations - Our revenue from operations comprises of sale of Ground Spices such as chilli powder, turmeric powder and coriander powder, Blended Spices such as garam masala, tea masala, sambhar masala etc., Whole Spices such as cumin seeds, fennel seeds, coriander whole seed etc. and Other Grocery Products such as Black Salt, Rock Salt, Rice, Poha, Kasuri Methi (Dried Fenugreek) etc. and a diverse range of Herbs and seasonings which includes Organo, Peri Peri, Chilli Flakes, Mixed Herbs, Onion Flakes, Tomato Powder etc.

> Other Income - Our other income principally includes interest income, rent income, gain on foreign exchange fluctuations and gain on sale of fixed assets if any.

Expenses

Our expenses comprise of cost of materials consumed, purchase of Stock-in-trade, Change in inventories of Work in Progress and Finished Goods, employee benefit expenses, finance costs, depreciation & amortization expenses and other expenses.

> Cost of material consumed - Cost of material consumed primarily consists of cost of procuring raw materials i.e., primarily dried chillies, dried coriander seeds and dried turmeric rhizomes and other products.

> Change in inventories of Finished Goods and WIP - Changes in inventories of finished goods is calculated based on the opening stock and closing stock of dried chillies, dried coriander seeds and dried turmeric rhizomes and other products.

> Employee benefit expenses - Our employee benefit expenses principally include salaries and allowances, sales incentive, directors remuneration, contribution to provident fund and other funds, gratuity, recruitment expenses, staff welfare expenses, etc.

> Finance costs - Our finance costs include interest on secured and unsecured borrowings and bank charges.

> Depreciation and amortization expenses - Depreciation and amortization expenses majorly comprises of depreciation of property, plant and equipment.

> Other expenses - Other expenses comprise of manufacturing and service cost, administration, selling and other expenses.

Our Results of Operations

The following table sets forth selected financial data from our restated statement of profit and loss for the fiscal years ended March 31, 2025, 2024 and 2023 the components of which are also expressed as a percentage of total revenue for such years:

	For the year ended 31st March
Particulars	2025		2024		2023
	Amount	(%)*	Amount	(%)*	Amount	(%)*
Revenue:
Revenue from operations	12,468.04	99.94%	10,760.52	99.97%	6,795.29	99.78%
Other income	7.37	0.06%	3.11	0.03%	14.98	0.22%
Total Revenue	12475.41	100%	10,763.63	100.00%	6,810.27	100.00%
Expenses:
Cost of materials consumed	10,958.02	87.83%	8,943.69	83.09%	4,963.66	72.88%
Change in Inventories of Finished Goods and WIP	(1,830.26)	(14.67) %	(448.74)	(4.17%)	353.33	5.19%
Employee benefits expense	534.34	4.28%	278.85	2.59%	191.15	2.81%
Finance costs	268.38	2.15%	175.42	1.63%	123.86	1.82%
Depreciation and amortization expense	113.26	0.90%	74.14	0.69%	64.31	0.94%
Other expenses	1353.88	10.85%	898.27	8.35%	690.30	10.14%
Total Expenses	11,397.62	91.36%	9,921.63	92.18%	6,386.61	93.78%
Profit / (loss) before tax	1,077.79	8.63%	842.00	7.82%	423.66	6.22%
Tax Expense
Current Tax	247.80	1.98%	214.54	1.99%	119.74	1.76%
Deferred Tax Liability / (Asset)	25.83	0.20%	(2.83)	(0.03%)	11.52	0.17%
Total Tax Expense	273.63	2.19%	211.71	1.97%	131.26	1.93%
Profit for the year	804.16	6.45%	630.29	5.86%	292.40	4.29%

* (%) column represents percentage of total revenue.

SUMMARY ON RESULT OF OPERATIONS FROM OUR RESTATED FINANCIAL STATEMENT OF PROFIT

AND LOSS FOR THE YEAR ENDED MARCH 31, 2025, 2024 AND 2023

Total Revenue

Total revenue comprises of revenue from operations and other income which are as described below:

> Revenue from operations - Our revenue from operations comprises of sale of Ground Spices such as chilli powder, turmeric powder and coriander powder, Blended Spices such as garam masala, tea masala, sambhar masala etc., Whole Spices such as cumin seeds, fennel seeds, coriander whole seed etc. and Other Grocery Products such as Black Salt, Rock Salt, Rice, Poha, Kasuri Methi (Dried Fenugreek) etc. and a diverse range of Herbs and seasonings which includes Organo, Peri Peri, Chilli Flakes, Mixed Herbs, Onion Flakes, Tomato Powder etc.

Particulars	For the fiscal year ended on 31st March
	2025		2024		2023
	Amount	%	Amount	%	Amount	%
SALE OF PRODUCTS (A)
Ground Spices	6,193.93	49.65%	5,555.99	51.62%	4,693.84	68.92%
Blend Spices	2,099.40	16.83%	1,828.11	16.98%	1,046.61	15.37%
Whole Spices	3,695.79	29.62%	3,012.56	27.99%	884.94	12.99%
Grocery Products	478.92	3.84%	363.86	3.38%	169.90	2.50%
TOTAL (A)	12,468.04	99.94%	10,760.52	99.97%	6,795.29	99.78%
OTHER NON-OPERATING INCOME (B)	7.37	0.06%	3.11	0.03%	14.98	0.22%
TOTAL REVENUE (A+B)	12,475.41	100.00%	10,763.63	100.00%	6,810.27	100.00%

Sale to Related Parties: The following table presents details of sale to related parties in past three years:

Particulars	As on March 31, 2025	As on March 31, 2024	As on March 31, 2023
Sales to Shyam Sakha Industries Private Limited	26.00	0.51	-
Sales to Shyam Dhani Industries	916.16	2093.85	1630.80
Sales to We Assure Stores Pvt Ltd	1.72	5.91	0.02
Sales to Ramavtar Mahesh Chand	-	32.63	4.48
Total Sales to group company/member of promoter group	943.88	2132.90	1635.30
Total Sales	12,468.04	10,760.52	6795.29
% of Sales to group company/member of promoter group to total sales	7.57%	19.82%	24.07%

Justification for sale to related parties: Our Company has made sales to the related parties as mentioned above. The major part of the related party sale is made to Shyam Dhani Industries (Proprietorship firm of our Promoter Mr. Ramawtar Agarwal, hereinafter referred to as "Firm"). Initially, Shyam Dhani Industries was registered as an approved vendor with several major grocery platforms, including Avenue Super Mart Ltd (D-Mart), Reliance Retail Ltd, Aadhar Wholesale Trading & Distribution Ltd, and Metro Cash and Carry India Ltd. The firm purchased products from us to sell on these platforms, as it was approved to distribute our products.

In FY 2024 and FY 2025, our company registered directly with all the major grocery platforms, and as part of this transition, the promoter decided to discontinue operations under the Shyam Dhani Industries firm. To facilitate this shift, our company leased the entire premises of Shyam Dhani Industries (F-438A, Road No. 12, VKIA, Jaipur) in November 2024 and acquired its plant and machinery in December 2024. As a result of these changes, no further sales or purchases will occur between our company and Shyam Dhani Industries moving forward.

Other Income

Other income for our company is below 10% of the total income of our company. Breakup of other income is set forth for the periods indicated below:

Particulars	For the fiscal year ended on March 31,
	2025	2024	2023
Rent Received	1.00	2.00	0.90
Interest Income	2.64	1.11	0.74
Duty Draw Back	1.19	-	-
Foreign Exchange Gain	2.54	-	13.34
Total	7.37	3.11	14.98

Total Expenses

Our total expenses comprise of (i) Cost of material consumed (ii) Changes in Inventories of Finished Goods and WIP (iv) Employee Benefits Expenses (v) Depreciation and Amortization, (vi) Finance Cost and (vii) Other Expenses.

Cost of material consumed: The following table sets forth a breakdown of our cost of materials consumed for the periods indicated:

Particulars	For the fiscal year ended on March 31
	2025	2024	2023
Raw Material
Opening stock at the beginning of the year	2,095.86	684.71	436.70
Add: Purchases	10,217.65	10,354.84	5,211.67
Less: Closing stock at the end of the year	1,355.49	2,095.86	684.71
Total cost of materials consumed	10,958.02	8,943.69	4,963.66

Purchases from Related Parties: The following table presents details of purchases from related parties in past three years:

Particulars	As on March 31, 2025	As on March 31, 2024	As on March 31, 2023
Purchases from Shyam Sakha Industries Private Limited	754.88	127.45	-
Purchases from Shyam Dhani Industries	418.60	2,291.85	1,160.57
Purchases from We Assure Stores Pvt Ltd	174.96	-	0.16
Purchases from Ramavtar Mahesh Chand	-	467.92	0.51
Total Purchase from group company/member of promoter group	1,348.44	2,887.22	1,161.24
Total Purchases	10,217.65	10,354.84	5,211.67
% of Purchase from group company/member of promoter group to total purchase	13.20%	27.88%	22.28%

Justification for purchase from related parties: Our company has consistently sourced whole spices from related parties, including Shyam Sakha Industries Private Limited and Ramavtar Mahesh Chand, ensuring a reliable supply of high-quality products at competitive prices. This strategic sourcing has supported an increase in whole spice sales during FY 2023-24 and FY 2024-25. Additionally, due to the lack of in-house manufacturing capabilities for blended spices, we have primarily procured them from Shyam Dhani Industries. However, with significant capital investments (Capex) made in FY 2024 and FY 2025, As a result, no further sales or purchases will occur between our company and Shyam Dhani Industries moving forward.

Changes in Inventories of Finished Goods: The following table sets forth a breakdown of Changes in Inventories of Finished Goods and WIP for the periods indicated:

Particulars	For the fiscal year ended on March 31
	2025	2024	2023
Opening Stock (A)

 

Particulars	For the fiscal year ended on March 31
	2025	2024	2023
WIP	225.23	128.61	80.22
Finished Goods	660.71	308.59	710.31
CLOSING STOCK (B)
WIP	288.64	225.23	128.61
Finished Goods	2,427.56	660.71	308.59
Change (A-B)	(1,830.26)	(448.74)	353.33

Employee Benefit Expenses: The following table sets forth a breakdown of our employee benefits expense for the periods indicated:

Particulars	For the fiscal year ended on March 31
	2025	2024	2023
Director Remuneration	156.00	120.00	68.25
Salaries and Allowances	341.75	144.42	115.32
Gratuity Provision	18.92	6.96	(0.07)
Contributions to Provident Fund and Other Fund	17.67	7.47	7.65
Total	534.34	278.85	191.15

Finance Costs: Bifurcation of finance costs is described below:

Particulars	For the fiscal year ended on March 31
	2025	2024	2023
Interest Expense	244.31	149.90	115.11
Other Finance Cost	24.07	25.52	8.75
Total	268.38	175.42	123.86

Depreciation and Amortization Expenses: Following is the bifurcation of the depreciation expense:

Particulars	For the fiscal year ended on March 31
	2025	2024	2023
Depreciation on Property, Plant and Equipments	113.26	74.14	64.31
Total	113.26	74.14	64.31

Other expenses: The following table sets forth a breakdown of our other expenses for the periods indicated:

Particulars	For the fiscal year ended on March 31
	2025	2024	2023
Manufacturing Expenses
Agmark Expenses	3.56	3.76	3.54
Cold Storage Exp	70.00	37.50	19.71
Factory Expenses	9.12	5.57	4.79
Pest Control Services Exp	1.75	1.60	0.96
Power Expenses	84.89	65.01	49.27
Sample Testing Charges	25.43	6.83	7.12
Freight and Loading Charges	184.24	126.20	93.31
Repairs and Maintenance	20.37	16.59	26.98
Rent	10.53	0.90	2.00
Factory Wages & Allowances	329.36	190.57	106.73
Contributions to Provident Fund and Other Fund	25.94	13.94	6.14
Sales & Administrative Expenses
Advertisement Expenses	78.65	65.32	30.52
Conveyance Expense	69.98	51.31	6.71
Brokerage & Commission	13.58	8.98	11.39
Legal & Professional Charges	116.99	57.36	28.22
Design & Development Exp	1.70	0.80	5.91
Export Expenses	4.14	5.88	21.82
Freight Outward	65.22	77.08	44.74
Insurance Exp	15.83	9.69	8.52
Office Exp	17.28	19.16	12.87
Sales Promotion Expenses	144.68	104.30	177.63
Computer Expenses	6.72	4.22	5.57
Plantation Exp	2.23	2.82	2.15

 

Particulars	For the fiscal year ended on March 31
	2025	2024	2023
Printing & Stationery	1.50	2.10	1.60
Telephone & Internet Charges	1.84	1.41	1.17
Postage Exp	1.38	1.44	0.73
Security Charges	12.87	12.65	8.95
Online Portal Maintenance Charges	14.91	2.79	-
Round Off/Write Off	0.77	(0.01)	-
Director Sitting fees	3.00	-	-
Payment to Auditors	2.50	2.50	1.25
CSR Expenses	9.38	-	-
Loss on Sale of Car	3.54	-	-
TOTAL	1,353.88	898.27	690.30

Tax Expenses

Our tax expenses comprise of current tax and deferred tax. The following table sets forth a breakdown of our tax expenses for the periods indicated:

Particulars	For the fiscal year ended on March 31
	2025	2024	2023
Current Tax	247.80	214.54	119.74
Deferred Tax	25.83	(2.83)	11.52
TOTALTAX	273.63	211.71	131.26

ANY SIGNIFICANT DEPENDENCE ON A SINGLE OR FEW SUPPLIERS OR CUSTOMERS

We majorly procure our raw materials and finished goods from our top 10 third party suppliers and sale our products to our top 10 customers and are therefore dependent on them. For further details, please see "Risk Factor No -1 - We are dependent upon a limited number of suppliers 40.86%, 58.66% and 68.70% of our Total Purchases are derived from our top 10 suppliers for the Fiscal Years ended on March 31, 2025, 2024 and 2023. Further our 13.20%, 27.88% and 22.28% of our total purchases for the Fiscal Years ended on March 31, 2025, 2024 and 2023 are procured from our group company and members of our Promoter Group. Any failure of our suppliers to deliver these products in the necessary quantities or to adhere to delivery schedules, credit terms or specified quality standards and technical specifications may adversely affect our business and our ability to deliver orders on time at the desired level of quality." and "Risk Factor No. - 4 - We are dependent on and derive our 56.39%, 57.92% and 45.05% of revenue from our top 10 key customers during fiscal year ended on March 31,2025,2024 and 2023. decrease in the revenues we derive from them could materially and adversely affect our business, results of operations, cash flows and financial condition" on pages 3132 and 33-34 respectively. The following is the breakup of top five and top ten customers and suppliers of our Company as on March 31, 2025 are as below:

Particulars	Customers		Suppliers
	Amount	% of Revenue	Amount	% of Purchases
Top 5	6,108.32	48.99%	2,630.63	25.75%
Top 10	7,031.08	56.39%	4,174.71	40.86%

The following is the breakup of top 5 and top 10 suppliers and customers of our company as on March 31, 2024 as below:

Particulars	Customers		Suppliers
	Amount	% of Revenue	Amount	% of Purchases
Top 5	5,531.47	51.41%	4,239.66	40.94%
Top 10	6,232.31	57.92%	6,073.83	58.66%

The following is the breakup of top 5 and top 10 suppliers and customers of our company as on March 31, 2023 as below:

Particulars	Customers		Suppliers
	Amount	% of Revenue	Amount	% of Purchases
Top 5	2427.27	35.72%	2,842.46	54.54%
Top 10	3,060,95	45.05%	3,580.16	68.70%

CHANGES IN ACCOUTING POLICIES IN LAST THREE YEARS

There is no change in accounting policy in the last 3 years. For further details, please refer chapter titled "Financial Statements as Restated" beginning on page 214.

COMPARISION OF RESTATED FINANCIALS FOR THE YEAR ENDED ON MARCH 31, 2025 WITH FINANCIAL YEAR ENDED ON MARCH 31, 2024

Total Revenue

2024-25	2023-24	Variance in %
12,475.41	10,763.63	15.90%

Our total revenue has increased by 15.90 % to Rs. 12,468.04 Lakhs for fiscal 2025 from Rs. 10,763.63 Lakhs for fiscal 2024 bifurcated into revenue from operations and other income.

Revenue from Operations

2024-25	2023-24	Variance in %
12,468.04	10,760.52	15.87%

Revenue from Operations has increased by 15.87% to Rs. 12,468.04 Lakhs for fiscal 2025 from Rs. 10,760.52 Lakhs for fiscal 2024.

Rational for increase in revenue from operations by 15.87%

Our company operates under a multi-level revenue model, which includes General Trade, Modern Trade, HORECA sales, Private Labelling, Quick Commerce, Exports, and Website sales. Historically in FY 23 and FY24, contribution of general trade revenue model (sales through our channel distributors and wholesaler distributors) is over 92.99% and 67.74% of our total sales revenue.

The revenue breakdown according to different revenue models is as follows:

Particulars	For the Fiscal Year ended on March 31,
	2025		2024		2023
	Amount	% of total revenue	Amount	% of total revenue	Amount	% of total revenue
General Trade	6,680.65	53.58%	7,289.50	67.74%	6,318.64	92.99%
Modern Trade	5,524.92	44.31%	3,342.46	31.06%	29.25	0.43%
Quick Commerce	25.89	0.21%	5.96	0.06%	34.36	0.51%
Export Sales	169.53	1.36%	85.16	0.79%	284.09	4.17%
Private Label	39.82	0.32%	21.33	0.20%	123.76	1.82%
HORECA sales	26.86	0.22%	15.50	0.14%	5.19	0.08%
Website Sales	0.37	-	0.61	0.01%	-	-
Total	12,468.04	100.00%	10,760.52	100.00%	6,795.29	100.00%

IN FY25, our company continued to focus on higher volume trades and diversifying our revenue streams and reduce the dependency on revenue generated from General Trade. As part of this, we expanded our modern trade business category wherein we supply our products to various large retail chains such as DMart, Reliance Retail, Metro Cash and Carry and Dealshare. The volume in these trades is considerably higher than volumes in generated in other revenue streams. The details of the revenue generated and volume of trade through different revenue streams is as under:

Particulars	For the Fiscal Year ended on March 31,
	2025		2024		2023
	Volume	% of total volume	Volume	% of total volume	Volume	% of total volume
Ground Spices	3,235.64	63.03%	2,542.79	61.58%	2,754.87	80.98%
Blend Spices	535.02	10.42%	399.67	9.68%	219.45	6.45%
Whole Spices	892.69	17.39%	697.37	16.89%	208.74	6.14%
Grocery Products	469.84	9.16%	489.37	11.85%	218.75	6.43%
Total	5,133.19	100.00%	4,129.20	100.00%	3,401.81	100.00%

This shift led to a significant rise in revenue generated from Modern Trade, increasing from Rs. 3,342 Lakhs in FY24 to Rs. 5,524.92 Lakhs in FY25. In addition to rise in sales volume of our company from modern trade, we also been to increase our sales in general trade model from Rs. 3,342.46 lakhs to Rs. 5,524.92 lakhs in FY25.

Total Production and Volume Sold

This led to an increase in total production of company and volumes sold (in MT) in FY25 in comparison to FY24, the details of which are as under:

2024-25	2023-24	Variance in %
6231.62	4328.16	43.98%
5133.19	4129.20	24.31%

Further our company also increased our business and tap into new international markets which increased from Rs. 85.16 Lakhs in FY24 to Rs. 169.53 Lakhs in FY25. We exported our products to countries like UAE, Mongolia and Nepal. The details of the export sales made by our company during FY24 and FY25 is as under:

Countries	FY25	% of Total Revenue	FY24	% of Total Revenue
UAE	127.14	1.02%	7.30	0.07%
Nepal	17.26	0.14%	6.82	0.06%
Mongolia	25.13	0.20%	32.77	0.30%
Oman	-	-	38.27	0.36%
Total	169.53	1.36%	85.16	0.79%

Therefore, due to increased business through Modern Trade and export business of the company, led to an increase in the revenue of the company in FY25 by 15.87% in comparison to FY24.

Other Income

2024-25	2023-24	Variance in %
7.37	3.11	136.98%

During the year 2024-25, the other income of our company increased to 7.37 Lakhs from Rs. 3.11 Lakhs in 2023-24, representing an increase by 136.98%. This was majorly due to increase in foreign exchange gain and interest income in FY 25 as compared with FY24.

Total Expenses

2024-25	2023-24	Variance in %
11,397.62	9,921.63	14.88%

The total expenditure for FY25 increased to Rs. 11,397.62 Lakhs from Rs. 9,921.63 Lakhs in FY24 representing 14.88% increase, owing to increased cost of material consumed, employee benefit expenses, finance cost, depreciation and other expenses.

Cost of material consumed

2024-25	2023-24	Variance in %
10,958.02	8,943.69	22.52%

Cost of material consumed for the FY25 increased to Rs. 10,958.02 lakhs from Rs. 8,943.69 lakhs in FY 2024 representing an increase of 22.52%. This was primarily attributable to the increase in our production of finished goods on account of increased sales, which is line with the growth in business activities and as per the market demand-supply scenario.

Changes in inventories of finished goods and WIP

2024-25	2023-24	Variance in %
(1,830.26)	(448.74)	307.87%

Changes in inventories of finished goods for the fiscal year 2024-25 decreased to (1,830.26) lakhs from (448.74) lakhs in FY24 representing a decline of 307.87%, majorly due to increase in the stock of finished goods on account of maintaining adequate inventory to fulfill the demand of higher volume trade generated from modern trade business. Also since our company will be focusing more upon expanding its international business, we need to prepare adequate level of finished goods in FY25.

Employee Benefit Expenses

2024-25	2023-24	Variance in %
534.34	278.85	91.62%

Our company has incurred Rs. 534.34 lakhs as employee benefit expenses in FY25 as compared to Rs. 278.85 lakhs in FY24, reflecting an increase of 91.62%. This is mainly due to an increase in the number of employees and more remuneration paid to Directors, salary, wages and bonus to employees and contribution to PF/ESI and nominal increment in the basic salary of employees.

Finance Cost

2024-25	2023-24	Variance in %
268.38	175.42	52.99%

Finance costs increased to Rs. 268.38 lakhs in FY25 from Rs. 175.42 Lakhs in FY24, representing a change of 52.99%, primarily due to an increase in interest expense on additional working capital loans we availed in order to fulfill our working capital requirements in FY25.

Depreciation and amortisation Expense

2024-25	2023-24	Variance in %
113.26	74.14	52.77%

Depreciation and amortization expense increased to Rs. 113.26 lakhs in FY25 from Rs. 74.14 Lakhs in FY24, representing a change of 52.77%, primarily due to an addition of Rs. 737.97 Lakhs in Property, Plant and Equipment during FY25.

Other Expense

2024-25	2023-24	Variance in %
1,353.88	898.27	50.72%

Other Expenses increased to Rs. 1,353.88 lakhs in FY25 from Rs. 898.27 Lakhs in FY24, representing a change of 50.72%, primarily due to an increase in cold storage expenses, power expenses, freight, legal and professional expenses.

Profit before Tax

2024-25	2023-24	Variance in %
1,077.79	842.00	28.00%

Profit before tax has increased to Rs. 1,077.79 Lakhs in FY25 from Rs. 842 Lakhs in the FY24. This increase is notably due to increase in the gross margins of the company in FY25.

Provision for Tax

Particulars	2024-25	2023-24	Variance in %
Taxation expenses	273.63	211.71	29.25%

The tax expenses saw an increase of 29.25% from Rs. 273.63 lakhs to Rs. 211.71 lakhs, majorly due to the rise in our taxable income.

Net Profit After Tax

Particulars	2024-25	2023-24	Variance in %
Profit after tax	804.16	630.29	27.59%

Profit after tax has increased by 27.59% in the FY 25 to Rs. 804.16 Lakhs from Rs. 630.29 Lakhs in the FY 24.

Rational for increase in profit after tax of the company by 27.59%

With the increase in the revenue of our company FY25, profits after tax for FY25 also rose to Rs. 804.16 lakhs in FY25 as compared to Rs. 630.29 lakhs PAT in FY24. This increase was primarily due to increase in the gross margins of the company. The details of the gross margins of the company during FY24 and FY25 is as under:

Particulars	2024-25	2023-24	Variance in %
Revenue From Operations	12,468.04	10,760.52	15.87%
Less:
Cost of Material Consumed	10,958.02	8,943.69	22.52%
Change in Inventory	(1,830.26)	(448.74)	307.87%
Direct Expenses	435.83	277.90	56.83%
Wages	329.36	190.57	72.83%
Cost of Goods Sold	9,892.95	8,963.42	10.37%
Gross Profit	2,575.09	1,797.10	43.29%
Gross Margins (%)	20.65%	16.70%	3.95%

The reason behind such increase in the gross margins of the company is due to increase in the raw material conversion rate or "Yield" of the company. The details regarding the increased yield of our company during FY25 in comparison to FY24 is as under:

Particulars	2024-25	2023-24
Yield	96.10%	92.68%

The raw material conversion rate or "yield" represents the %age of raw material that was successfully converted into finished goods for the company. In FY25, the yield of the company stands at 96.10% which is higher in comparison to 92.68% yield in FY24. This higher yield means higher amount of raw material was converted into finished goods indicating efficient utilisation of resources and reducing the overall wastage in the company. Due to higher output and lower wastage, the cost of production reduced thereby increasing the gross margins ultimately increasing the PAT margins of the company.

COMPARISION OF RESTATED FINANCIALS FOR THE YEAR ENDED MARCH 31, 2024, WITH FINANCIAL YEAR ENDED MARCH 31, 2023

Total Revenue:

2023-24	2022-23	Variance in %
10,763.63	6,810.27	58.05%

Our total revenue has increased by 58.05% to Rs. 10,763.63 Lakhs for fiscal 2024 from Rs. 6,810.27 Lakhs for fiscal 2023 bifurcated into revenue from operations and other income.

Revenue from Operations

2023-24	2022-23	Variance in %
10,760.52	6,795.29	58.35%

Revenue from Operations has increased by 58.35% to Rs. 10,760.52 Lakhs for fiscal 2024 from Rs. 6,795.29 Lakhs for fiscal 2023.

Rational for increase in revenue from operations by 58.35%

Our company operates under a multi-level revenue model, which includes General Trade, Modern Trade, HORECA sales, Private Labelling, Quick Commerce, Exports, and Website sales. Historically in FY 22 and FY23, contribution of general trade revenue model (sales through our channel distributors and wholesaler distributors) is over 93.12% and 92.99% of our total sales revenue.

The revenue breakdown according to different revenue models is as follows:

Particulars	For the year ended on 31-Mar-24		For the year ended on 31-Mar-23
	Amount	%	Amount	%
General Trade	7,289.50	67.74%	6318.64	92.99
Modern Trade	3,342.46	31.06%	29.25	0.43
Quick Commerce	5.96	0.06%	34.36	0.51
Website	0.61	0.01%	-	-
HORECA	15.50	0.14%	5.19	0.08
Private Labelling	21.33	0.20%	123.76	1.82
Export	85.16	0.79%	284.09	4.17
Total Revenue	10,760.52	100.00%	6,795.29	100

In FY24, our company shifted its business strategy to focus on higher volume trades and diversifying our revenue streams, reducing our dependency on General Trade. As part of this strategy, we have increased our focus on Modern Trade, which involves selling products through large retail chains such as DMart, Reliance Retail, Metro Cash and Carry and Dealshare. This shift led to a significant rise in revenue generated by Modern Trade, increasing from Rs. 29.25 Lakhs in FY23 to Rs. 3,342 Lakhs in FY24. In addition to rise in sales volume of our company from modern trade, we also saw an increase of business in general trade model from Rs. 6,318.64 lakhs to Rs. 7,289.50 lakhs. The cumulative effect of this increase in sales under modern and general trade, our revenue from operations increased from Rs. 6,795.29 lakhs to Rs. 10,760.52 lakhs.

Total Production and Volume Sold

This led to an increase in total production of company and volumes sold (in MT) in FY24 in comparison to FY23, the details of which are as under:

2023-24	2022-23	Variance in %
4328.16	2686.97	61.08%
4129.20	3401.81	21.38%

Other Income

2023-24	2022-23	Variance in %
3.11	14.98	(79.24%)

During the year 2023-24, the other income of our company has decreased to Rs. 3.11 Lakhs from Rs. 14.98 Lakhs in 2022-23, representing a decrease by 79.24%. This was majorly due to decline foreign exchange gain amount in the FY 24 as compared with FY23.

Total Expense

2023-24	2022-23	Variance in %
9,921.63	6,386.61	55.35%

The total expenditure for fiscal 2024 increased to Rs. 9921.63 Lakhs from Rs. 6386.61 Lakhs in fiscal 2023 representing 55.35% increase, owing to increased cost of material consumed, employee benefit expenses, finance cost, depreciation and other expenses.

Cost of material consumed.

2023-24	2022-23	Variance in %
8,943.69	4,963.66	80.18%

Cost of material consumed for the fiscal 2024 increased to Rs. 8,943.69 lakhs from Rs. 4,963.66 lakhs in fiscal 2023 representing an increase of 80.18%. This was primarily attributable to the increase in our production of finished goods on account of increased sales, which is line with the growth in business activities and as per the market demand-supply scenario.

Changes in inventories of finished goods and WIP

2023-24	2022-23	Variance in %
(448.74)	353.33	(227) %

Changes in inventories of finished goods for the fiscal year 2023-24 decreased to -448.74 lakhs from 353.33 lakhs in 2022-23 representing a decline of 227%, majorly due to increase in the stock of finished goods on account of increased sales which is line with the growth in business activities and as per market demand-supply scenario.

Employee benefits expenses

2023-24	2022-23	Variance in %
278.85	191.15	45.88%

Our company has incurred Rs. 278.85 lakhs as employee benefit expenses in 2023-24 as compared to Rs. 191.15 lakhs in 2022-23, reflecting an increase of 45.88%. This is mainly due to an increase in the number of employees and more remuneration paid to Directors, salary, wages and bonus to employees and contribution to PF/ESI and nominal increment in the basic salary of employees.

Finance Cost

2023-24	2022-23	Variance in %
175.42	123.86	41.63%

Finance costs increased to Rs. 175.42 lakhs in FY 2023-24 from Rs. 123.86 Lakhs in FY 2022-23, representing a change of 41.63 %, primarily due to an increase in interest on working capital and unsecured loans, and bank charges.

Depreciation and Amortization expense

2023-24	2022-23	Variance in %
74.14	64.31	15.29%

Depreciation and amortization expense increased to Rs. 74.14 lakhs in FY 2023-24 from Rs. 64.31 Lakhs in FY 2022-23, representing a change of 15.29%, primarily due to an addition of Rs. 465.13 Lakhs in Property, Plant and Equipment during the year.

Other Expense

2023-24	2022-23	Variance in %
898.27	690.30	30.13%

Other Expenses increased to Rs. 898.27 lakhs in FY 2023-24 from Rs. 690.30 Lakhs in FY 2022-23, representing a change of 30.13%, primarily due to an increase in cold storage expenses, electricity charges, freight, legal and professional expenses.

Profit before Tax

2023-24	2022-23	Variance in %
842.00	423.66	98.74%

Profit before tax has increased by Rs. 418.34 lakhs or 98.74% in the fiscal year 2024 to Rs. 842.00 Lakhs from Rs. 423.66 Lakhs in the fiscal year 2023.

Provision for Tax

Particulars	2023-24	2022-23	Variance in %
Taxation expenses	211.71	131.26	61.29%

The tax expenses saw an increase of 61.29% from Rs. 211.71 lakhs to Rs. 131.26 lakhs, majorly due to the rise in our taxable income.

Net Profit after Tax

Particulars	2023-24	2022-23	Variance in %
Profit after tax	630.29	292.40	115.56%

Profit after tax has increased by 115.56% in the FY 24 to Rs. 630.29 Lakhs from Rs. 292.40 Lakhs in the FY 23.

Rational for increase in profit after tax by 115.56%

Our company PAT in FY 24 rose to Rs. 630.29 lakhs as compared to Rs. 292.40 lakhs PAT in FY23. This 115.56% rise in PAT is due to 58.35% increase in sale turnover of our company in FY24. The reasons for the increase in revenue is explained on page 268 in section "Comparison of restated financials for the year ended on March 31, 2024 with financial year ended on March 31, 2023" in the chapter titled "Management Discussion and Analysis of Financial Condition and Results of Operations". Further this rise in revenue from operations lead in increase in our gross margins from Rs. 1,270.61 in FY 23 to Rs. 2,001.61 lakhs in FY 24. The additional gross margin amounting to Rs. 731.00 lakhs generated in FY24 resulted in increase of PAT of our company from Rs. 292.40 lakhs to Rs. 630.29 lakhs due to the fact that fixed costs of our company do not increase in proportion to rise in gross margins in absolute terms. The is explained in the form of table outlined below.

Particulars	2023-24	2022-23	Difference
Gross Margins (Revenue from Operations - cost of material consumed/direct expenses	1,797.10	1,157.75	639.35
Add: Other Income	3.11	14.98	-11.87
Total Income	1,800.21	1,172.73	627.48
Less: Employee Benefits Expenses	278.85	191.15	87.70
Less: Finance Costs	175.42	123.86	51.56
Less: Depreciation and amortization expenses	74.14	64.31	9.83
Less: Selling and administrative expenses	429.80	369.75	60.05
Total Administrative Expenses	958.21	749.07	209.14
Net Profit before tax	842.00	423.66	418.34
Less: Provision for tax	211.71	131.26	80.45
Net profit after tax	630.29	292.40	337.89

IN FY24, our company, in order to diversify our revenue model, increased its focus towards expanding its modern trade business and focus over higher volume trades. This led to an increase in the overall volumes of the company which increased from 3,401.81 MT in FY23 to 4,129.20 MT in FY24. Due to this our company also increased our installed capacity at our manufacturing unit situated at Khasra no. 06/1067 Manpura Road, Jatpawali, near Delhi bypass, Tehsil - Chomu, Jaipur and increased the installed capacity of Ground spices from 3360 MT in FY23 to 2675 MT in FY24. Further along with increase in installed capacity, our company also increased the utilisation of the installed capacity, the details of which are as under:

S. No. PERIOD	LOCATION	NAME OF PRODUCT	UNIT MEASUREMENT OF PRODUCTION	INSTALLED CAPACITY	ACTUAL PRODUCTION	CAPACITY UTILIZATION IN %
	JATAWALI, CHOMU, JAIPUR	GROUND SPICES	MT	3,360.00	2,218.97	66.04%
1 FY 2022-23		BLENDED SPICES	MT	480.00	64.19	13.37%
		WHOLE SPICES	MT	1,380.00	197.22	14.29%
		GROCERY PRODUCTS	MT	1,380.00	206.59	14.97%
	JATAWALI, CHOMU, JAIPUR	GROUND SPICES	MT	3,675.00	2,507.38	68.23%
2 FY 2023-24		BLENDED SPICES	MT	480.00	478.28	99.64%
		WHOLE SPICES	MT	1,380.00	843.34	61.11%
		GROCERY PRODUCTS	MT	1,380.00	499.16	36.17%
	JATAWALI, CHOMU, JAIPUR	GROUND SPICES	MT	8,760.00(1)(2)	4,531.17	51.73%
3 FY 2024-25		BLENDED SPICES	MT	3,120.00(1)(2)	478.12	15.32%
		WHOLE SPICES	MT	6,180.00(1)(2)	729.33	11.80%
		GROCERY PRODUCTS	MT	1,380.00(1)(2)	493.00	35.72%

Capacity Utilization is pursuant to the Certificate dated August 05, 2025 from Bidadhar & Techno Associates Chartered Engineer Certificate No. BTA/IND/120/2025.

(1) The installed capacity of Ground Spices increased by 765 MT and enhanced capacity was operational from 01.04.2024

(2) The installed capacity of Ground Spices, Blended Spices and Whole Spices was further increased by 4320 MT, 2640 MT and 4800 M T and the enhanced capacity was operational from 29.03.2025.

Due to increase in capacity coupled with increased utilisation and higher volume trades, helped the company to take advantage of economies of scale, reduce its cost of production, increase the yield in FY25 increasing from 92.68% to 96.10% ultimately increasing its gross and PAT margins in FY25.

KEY RATIOS

The table below summarizes the key ratios in our Restated Financial Statements for the year ended

March 31, 2025, March 31, 2024, and March 31, 2023.

Particulars	For the year ended March 31
	2025	2024	2023
Fixed Asset Turnover Ratio	4.60	7.61	6.30
Debt Equity Ratio	2.00	1.57	1.38
Current Ratio	1.16	1.27	1.27
Inventory Turnover Ratio	2.81	4.37	4.80

Fixed Asset Turnover Ratio: This is defined as revenue from operations divided by average fixed assets including intangible assets but excluding assets under development based on Restated Financial Statements.

Debt Equity Ratio: This is defined as total debt divided by total shareholder funds. Total debt is the sum of long-term borrowings, short-term borrowings and current maturities of long-term debt, based on Restated Financial Statements. Total shareholder funds are sum of equity share capital and reserve and surplus based on Restated Financial Statements.

Current Ratio: This is defined as current assets divided by current liabilities, based on Restated Financial Statements.

Inventory Turnover Ratio: This is defined as cost of goods sold divided by average inventory based on Restated Financial Statements.

CASH FLOW

The table below summaries our cash flows from our Restated Financial Information for the financial year ended March 31, 2025, 2024 and 2023:

Particulars	For the financial year ended on March 31
	2025	2024	2025
Net cash generated from / (used in) operating activities	(616.11)	(540.45)	300.50
Net cash generated from / (used in) Investing Activities	(1380.58)	(439.67)	(251.72)
Net cash generated from / (used in) from financing activities	2009.75	994.77	(61.53)
Net Increase / (decrease) in Cash & Cash Equivalents	13.06	14.65	(12.75)
Cash and cash equivalents at the beginning of the year	21.78	7.13	19.88
Cash and cash equivalents at the end of the year	34.84	21.78	7.13

OPERATING ACTIVITIES Fiscal year 2024-25

Our net cash used from operating activities was Rs. 616.11 Lakhs for the fiscal year 2024-25. Our operating profit before working capital changes was Rs. 1,479.25 Lakhs, which was primarily adjusted for increase in inventories by Rs. 1,089.89 Lakhs, increase in trade receivables by Rs. 297.97 Lakhs and other current assets of Rs. 198.75 Lakhs. This was offset by an increase in other current liabilities by Rs. 274.03 Lakhs. The cash generated from operations has also been adjusted for tax paid Rs. 297.04 lakhs.

Fiscal year 2023-24

Our net cash utilised from operating activities was Rs. 540.45 Lakhs for the fiscal year 2023-24. Our operating profit before working capital changes was Rs. 1,097.41 Lakhs for the fiscal year 2023-24 which was primarily adjusted for an increase in trade payables by Rs. 715.42 Lakhs and increase in other current liabilities of Rs. 28.64 Lakhs. This was offset by an increase in inventories of Rs. 1,859.90 Lakhs, trade receivables by Rs. 178.98 Lakhs, other current assets by Rs. 102.61 Lakhs and short-term loans and advances by Rs. 11.84 Lakhs. The cash generated from operations has also been adjusted for tax paid Rs. 214.91 lakhs.

Fiscal year 2022-23

Our net cash generated from operating activities was Rs. 300.50 Lakhs for the fiscal year 2022-23. Our operating profit before working capital changes was Rs. 599.46 Lakhs for the fiscal year 2022-23 which was primarily adjusted for the decrease in inventories by Rs. 105.33 Lakhs. This was offset by an increase in trade receivables by Rs. 124.49 Lakhs, other current assets by Rs. 9.68 Lakhs and short-term loans and advances by Rs. 20.15 Lakhs and decrease in trade payables by Rs. 196.66. The cash generated from operations has also been adjusted for tax paid Rs. 44.95 lakhs.

INVESTING ACTIVITIES Fiscal year 2024-25

Net cash used in investing activities was Rs. 1,380.58 lakhs for the fiscal year 2024-25. This was primarily on account of purchase of property, plant and equipment of Rs. 1,394.22 lakhs, this was partially offset by the sale of fixed assets amounting to Rs. 11.00 lakhs.

Fiscal year 2023-24

Net cash used in investing activities was Rs. 439.67 Lakhs for the fiscal year 2023-24. This was primarily on account of the purchase of fixed assets amounting to Rs. 440.78 lakhs, this was partially offset by the receipt of interest and dividend of Rs. 1.11 lakhs.

Fiscal year 2022-23

Net cash used in investing activities was Rs. 251.72 Lakhs for the fiscal year 2022-23. This was primarily on account of the purchase of fixed assets amounting to Rs. 252.46 lakhs, this was partially offset by the receipt of interest and dividend of Rs. 0.74 lakhs.

FINANCING ACTIVITIES

Fiscal year 2024-25

Net cash generated from financing activities for the 2024-25, was Rs. 2,009.75 lakhs. This was primarily due to an increase in long-term borrowings by Rs. 443.50 lakhs and short-term borrowings of Rs. 1,834.63 Lakhs, which was primarily adjusted by Finance cost of Rs. 268.38 lakhs.

Fiscal year 2023-24

Net cash generated from financing activities for the fiscal year 2023-24, was Rs. 994.77 lakhs. This was primarily due to an increase in long-term borrowings by Rs. 194.49 lakhs and short-term borrowings by Rs 975.70 Lakhs, which was primarily adjusted by Finance cost of Rs. 175.42 lakhs

Fiscal year 2022-23

Net cash utilised from financing activities for the fiscal year 2022-23 was Rs. 61.53 lakhs. This was primarily due to an increase in long-term borrowings of 156.64 lakhs, which was primarily adjusted by repayment of short-term borrowings by Rs 94.31 Lakhs and Finance cost of Rs. 123.86 lakhs

FINANCIAL INDEBTEDNESS

As on August 10, 2025, our Company has total outstanding of secured borrowings from banks aggregating to Rs.4,387.36 lakhs in the ordinary course of business.

RELATED PARTY TRANSACTIONS

Related party transactions with certain of our promoters, directors and their entities and relatives primarily relate to remuneration, Short Term Borrowing, rent, consultancy charges, Account Payable etc. For further details of such related parties under AS-18, refer chapter titled "Financial Statements as Restated" beginning on page 214.

CAPITAL EXPENDITURE

Our capital expenditure includes expenditure on property, plant and equipment. The following table sets out the capital expenditure (addition to property, plant and equipment) for the years indicated:

Particulars	For the year ended March 31
	2024-25	2023-24	2022-23
Furniture & Fixtures	54.94	2.53	6.42
MFA	73.96	4.19	5.52
Computers	37.00	18.77	11.46
Plant and machinery	737.97	164.06	-

 

Particulars	For the year ended March 31
	2024-25	2023-24	2022-23
Motor Vehicles	120.93	27.49	-
Building	526.84	202.79	-
Land	-	45.30	-

We expect to meet our working capital, capital expenditure and investment requirements for the next 12 months primarily from revenues from operating activities, bank borrowings, as well as the proceeds from this Issue.

Our actual capital expenditures may differ from the amount set out above due to various factors, including our future cash flows, results of operations and financial condition, changes in the local economy in India, defects or cost overrun, delays in obtaining or receipt of governmental approval, changes in the legislative and regulatory environment and other factors that are beyond our control.

CONTINGENT LIABILITIES

As on March 31, 2025, our Company has following contingent liability in the name of claims against the company not acknowledged as debt.

Contingent Liability	Amount
Bank Guarantee	2.00
Corporate Guarantee Given by Company	-
Income Tax Matters	6.92

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.

QUALITATIVE DISCLOSURE ABOUT MARKET RISK Financial Market Risks

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

Interest Rate Risk

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

Liquidity Risk

Liquidity risk is the risk that will encounter difficulties in meeting the obligations associated with our financial liabilities that are settled by delivering cash or another financial asset. Our approach to managing liquidity is to ensure to the extent possible, that we will have sufficient liquidity to meet our liabilities when they are due under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our reputation. We manage liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Effect of Inflation

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

Credit Risk

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

Reservations, qualifications and adverse remarks

Except as disclosed in chapter titled "Financial Statements as Restated" beginning on page 214, there have been no reservations, qualifications and adverse remarks.

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 "Financial Statements as Restated" beginning on page 214, 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.

Material Frauds

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

Unusual or infrequent events or transactions

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

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

Indian rules and regulations as well as the overall growth of Indian economy have a significant bearing on our operations. Major changes in these factors can significantly impact income from continuing operations.

Other than as described in the section titled "Risk Factors" beginning on page 30 to our knowledge there are no significant economic changes that materially affects or are likely to affect income of our Company from continuing operations.

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

Other than as disclosed in the section titled "Risk Factors" beginning on page 30 to our knowledge there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.

Future changes in relationship between costs and revenues

Other than as described in chapter titled "Risk Factors" beginning on page 30 and in this section, to our knowledge there are no known factors that might affect the future relationship between cost and revenue. Our Companys future costs and revenues will be determined by demand/ supply situation, government policies, global market situation and prices of our material.

Increase in revenue is by and large linked to increases in volume of business activity by the Company.

Status of any publicly announced new products / projects or business segments

Our Company has not announced any new projects or business segments, other than disclosed in the Draft Red Herring Prospectus. For details of our new projects or business segments please refer to the chapter titled "Our Business" beginning on page 149.

Increase in income

Increases in our income are due to the factors described above in this chapter under "Key Factors that may Affect Our Results of Operation" and chapter titled "Risk Factors" beginning on page 256 and 30.

The extent to which the business is seasonal

Our Companys business is not seasonal in nature, but the availability of our principle raw material is seasonal.

Competitive Conditions

We face competition from existing and potential organized and unorganized competitors which is common for any business. We have, over a period of time, developed certain competitive strengths which have been discussed in section titled "Our Business" beginning on page 149.

FINANCIAL INDEBTEDNESS

Our Company has entered into financing arrangements with various banks in the ordinary course of business, including borrowings in the form of term loans and other working capital facilities to meet working capital requirements. For details of the borrowing powers of our Board, see "Our Management- Borrowing Powers of our Board" on page 190.

Our Company has obtained the necessary consents required under the relevant loan documentation for undertaking activities in relation to the Issue, including effecting a change in our capital structure, change in our shareholding pattern, change in our constitutional documents and change in the composition of our Board held by our Shareholders (including our Promoters) in connection with or post the Issue.

A. Secured Borrowings:

As on August 10, 2025, our company has total outstanding secured borrowings from banks aggregating to R 4,387.36 Lakhs. The details of the borrowings of our company as on August 10, 2025, are provided below:

S. No. Category of borrowing	Purpose	Sanctioned Date	Validity	Rate of Interest (p.a.)	Sanctioned amount	Outstanding amount as on 10.08.2025
(A) Fund Based Borrowings
(i) Term Loan
HDFC Bank Ltd	Term Loan - 1	06.03.2024	96 Months	7.52%	800.00	735.36
HDFC Bank Ltd	Term Loan - 2	09.08.2023	36 Months	7.35%	29.90	10.71
Total Term Loan (i)					829.90	746.07
(ii) Cash Credit
HDFC Bank	Cash Credit Limit	18.09.2024	12 Months	7.25%	2,500.00	2,461.07
Yes Bank Ltd	Cash Credit	24.09.2024	12 Months	7.75%	1,000.00	995.93
Total Cash Credit (ii)					3,500.00	3,457.00
(iii) Vehicle Loan
HDFC Bank Ltd	Vehicle Loan	01.03.2024	84 Months	9.30%	21.15	17.90
BMW India Financial Services Private Limited	Vehicle Loan	20.07.2024	48 Months	9.99%	105.00	93.12
Total Vehicle Loan (iii)					126.15	111.02
(iv) GECL
HDFC Bank Ltd	GECL- Working Capital Term Loan	09.08.2023	47 Months	7.35%	130.00	71.27
Total GECL Loan (iv)					130.00	71.27
(v) TOTAL (i) + (ii) + (iii)+(iv)					4,586.05	4,385.36
(B) Non-Fund Based Borrowings
HDFC Bank Ltd	Bank Guarantee	13.06.2024	60 Months	NA	2.00	2.00
(vi) Total Non-Fund Based Borrowings					2.00	2.00
(vii) Total Secured Borrowings (v)+(vii)					4,588.05	4,387.36

# M/s G.L. Dangayach and Company our Statutory and Peer Review Auditor, has certify the details of secured borrowings pursuant to their certificate dated August 12, 2025.

Our Statutory Auditor has confirmed that the borrowings set out in the table above have been utilised for the purposes as stipulated in each of the relevant borrowing documents

B. Unsecured Loans

As on August 10, 2025, our company has total outstanding unsecured borrowings aggregating up to R 569.60 Lakhs. The details of the borrowings of our company as on August 10, 2025, are provided below:

S. No. Category of borrowing	Sanctioned amount	Rate of Interest (p.a.)	Tenure	Outstanding amount as on 10.08.2025
(A) From Directors
- Ramawtar Agarwal	500.00	9.00%	36 Months	146.32
- Mamta Devi Agarwal	300.00	9.00%	36 Months	199.04
- Vithal Agarwal	200.00	9.00%	36 Months	24.27
TOTAL (A)	1,000.00			369.63
(B) From Banks
WHR Limit - Yes Bank	300.00	9.25%	12 Months	(0.03)
Working Capital Demand Loan - ADHOC Limit	200.00	10.25%	3 Months	200.00
TOTAL (B)	500.00			199.97
TOTAL (A+B)	1,500.00	-		569.60

Principal terms of the borrowings availed by us:

The details provided below are indicative and there may be additional terms, conditions and requirements under the various financing documentation executed by us in relation to our indebtedness.

1. Interest: In terms of facilities availed by us, the interest rate is typically the base rate of a specified lender and spread per annum. The spreads are different for different facilities. In terms of the borrowings availed by us, the interest rate is typically dependent on the guidelines of RBI and lenders and ranges from 7.25% per annum to 9.99% per annum either on a floating rate or linked to base rate, as specified by respective lenders.

2. Validity/Tenor: The working capital and Channel Finance facilities are typically repayable on demand of the lender as well as based on a mutually agreed repayment schedule. The validity of our credit facilities and term loans typically ranges between 12 months to 96 months.

3. Penal Interest: The terms of certain financing facilities availed by us prescribe penalties for noncompliance of certain obligations by us. These include, inter alia, breach of non-payment of instalments, breaching any provisions as set forth in the loan documentation entered into with the lenders. Further, the penal interest payable on the facilities availed by us typically ranges between 1% to 2% per annum over the documented rate.

4. Pre-payment penalty: The terms of facilities availed by us typically have prepayment / foreclosure provisions which allow for foreclosure of the outstanding loan amount on giving notice to the concerned lender, subject to such prepayment premium as laid down in the facility agreements.

• For our HDFC Bank Limited Cash Credit Facility of Rs. 2,500 Lakhs, the prepayment penalty was 2% if the repayment is done up to 1 year from the date of first disbursement i.e. 31.08.2023 and Nil pre-payment charges if closure is made post 1 year subject to providing a 2 months advance notice for closure of the limits.

• For our Yes Bank Limited Cash Credit Facility of Rs. 1,000 Lakhs liable to pay prepayment charges up to the rate of 2% (as may be revised from time to time) of the total limits sanctioned up to 1 year from the date of disbursement i.e. 25.10.2024 and Nil pre-payment charges if closure is made post 1 year subject to providing a 2 months advance notice for closure of the limits.

5. Security: The loan together with interest, costs, expenses, penal interest and all other monies dues and payable by our company shall be secured by:

I. Pari Passu charge on Current Assets, both present and future.

II. First charge by way of Hypothecation of the companys entire stocks of raw materials, semi-finished and finished goods, consumable stores spares including book debts, bill whether documentary or clean, outstanding monies, receivables, both present and future and fixed assets in a form and manner satisfactory to HDFC Bank.

III. Equitable Mortgage of properties and Equipment mentioned in the Property collateral template.

IV. Plot No-F-438-A, Road no-12, VKI Area, Jaipur -302013.

V. Property situated at Khasra No-6/1067 Village-Jatawali Tehsil-Chomu Jaipur 303806.

VI. Plot No-422, Sector-6, Vidhyadhar Nagar, Jaipur 302039. Note: The said property is cross collateralized with Home Loan exposure

VII. Equitable Mortgage on Industrial Properties located at:

Property 1 - Plot No. 25 (Area - 0.0630 hectare) in Khasra No. 1391/618, Plot No. 24 (Area - 0.0250 hectare) in Khasra No. 1393/619, Plot No. 23 (Area - 0.0420 hectare) in Khasra No. 1395/619, From Khasra No. 1391/618, 1393/619, 1395/619, 1397/620, 1399/620, 1401/630, 1403/631, 1425/636, 623, 624, 629, & 637 situated at Gram Kanpura Tehsil Chomu District Jaipur.

Property 2 - Plot No. 27 (Area 0.0040 hectare) in Khasra No. 1410/1362, Plot No. 26 (Area- 0.0660 hectare) in Khasra No. 1408/1362 and Plot No. 22 (Area 0.0424 hectare) in Khasra No. 1405/626 from converted land of Khasra No. 617, 621, 622, 625, 626, 627, 628, 632, 633, 634, 635, 639, 644, 645 at Gram Kanpura Tehsil Chomu District Jaipur.

VIII. Personal/Corporate Guarantee of:

a. Mr. Ramawtar Agarwal

b. Mrs. Mamta Devi Agarwal

c. Mr. Vithal Agarwal

d. Ms. Khushi Agarwal

e. M/S Shyam Dhani Industries (Proprietor - Ramawtar Agarwal)

6. Restrictive covenants: The Company shall give 60 days prior notice to the Bank for undertaking any of the following activities to enable the Bank to take a view. If, in the opinion of the Bank, the move contemplated by the borrower is not in the interest of the Bank, the Bank will have the right of veto for the activity. Should the borrower still go ahead, despite the veto, the Bank shall have the right to call up the facilities sanctioned.

a. Enter into any merger/amalgamation etc. or do a buyback;

b. Investment by way of share capital or Loan or Advance funds to or Place deposits with any other concern (including group companies).

c. Entering into any contractual obligation of a long-term nature (i.e. 2 years or more) or which, in the reasonable assessment of the Bank, is an unrelated activity and is detrimental to lenders interest.

d. Issuing any personal guarantee or Letter of Credit in the nature of guarantee on behalf of any other company (including group companies).

e. Wind up/liquidate its affair or agree/authorise to settle any litigation/arbitration having a material adverse effect;

f. Permit any change in its ownership/control/management (including by pledge of promoter/sponsor shareholding in the Company to any third party)/beneficial owner or enter into arrangement whereby its business/operations are managed or controlled, directly or indirectly, by any other person. Unlisted Company shall submit yearly certificate to confirm compliance of the same.

g. Wind up, liquidate or dissolve its affairs or take any steps for its voluntary winding up or liquidation or dissolution;

h. Change the practice with regard to remuneration of directors by means of ordinary remuneration or commission, scale of sitting fees etc

i. Avail any loan; and/or stand as surety or guarantor for any third-party liability or obligation; and/or provide any loan or advance to any third party;

j. In the event of any change/addition in the premises where the stocks are stored, the Company shall provide prior information to Bank.

k. Encumber its assets;

l. The Company undertakes that no consideration whether by way of commission, brokerage fees or any other form, would be paid by the Company to the Guarantor in whatever form, directly or indirectly for the issuance of the guarantee as security for the facility;

m. Company shall not transfer, sell, lease, grant on license or create any third-party interest of any nature whatsoever on the Security without the prior written consent of the Bank.

n. Repay any principal or interest on any loans availed from the shareholders/directors/partners/proprietor/co-parceners, relatives, friends or any other affiliates (as the case may be), as at the date of the execution of this Agreement.

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

a. Default in repayment of principal sums of loan;

b. Default in payment of interest;

c. Default in performance of covenants or any obligation under the loan agreement even after any applicable grace period has elapsed

d. the Company fails forthwith upon being required by the Bank to furnish satisfactory additional security;

e. Default in submission of no charge on asset/no dues/satisfaction of charge certificate from the existing Bank within 15 days of the first disbursement;

f. Delay or non-submissions of audited balance sheet within stipulated timelines;

g. Occurrence of extra ordinary circumstances having material adverse effect on security interest, business or financial condition of our Company, ability of our Company to perform obligations under borrowing arrangements;

h. Initiation of winding up, dissolution or re-organization proceedings against our Company or for appointment of a receiver, liquidator, agent, custodian, trustee or similar officer on its assets;

i. an assignment made by the Company for the benefit of creditors or taking advantage of any insolvency law;

j. Initiation of any proceedings against our Company by any person, under Insolvency and Bankruptcy Code, 2016;

k. Defaults on specified transactions wherein the Company defaults on specified transactions even after giving the applicable notice/grace period or disaffirm, disclaim, repudiation or rejection by the Company regarding any specified transaction or any credit support arrangement that is evidenced by a document or other confirming evidence executed and delivered by the Company.

l. Any instructions given by the Company effecting stop payment of the payment instructions for any reason whatsoever;

m. Cross Default: Default under one or more agreements or instruments related to specified indebtedness as per the applicable threshold resulted in such indebtedness becoming, or becoming capable at such time being declared, due and payable under such agreements;

n. The Company being resulting, surviving or transferee entity fails to assume all the obligations of such party under the loan agreement or benefits of any credit support document fails to extend to the performance of our Company of our obligations under the loan agreement;

o. Fall, increase or decrease, in the opinion of the Bank, the value of any security lower than the value required due to any reason whatsoever;

p. If the loan or any part thereof is utilised for any purpose for which it is applied by the Company and sanctioned by the Bank;

q. The death, lunacy, failure in business of the Company or if convicted under any criminal law in force; and

r. If it is certified by an accountant appointed by the Bank that the liabilities exceed the assets; or accumulated losses equals to or exceeds 50% of its net worth or net worth in the immediately preceding five years is eroded or diminished by 50% or more.

8. Consequences of events of default:

a. to securitise the assets charged and in the event of such securitisation, the Bank will suitably inform the Company(s) and guarantor(s). In addition, the Bank shall have the right to novate/assign the assets charged.

b. Require our Company to make immediate repayment of the outstanding balances;

c. Enforce securities created pursuant to the security documents;

d. Bank shall have the right to convert loan to equity or other capital in accordance with the regulatory guidelines.

e. Exercise any of the rights/remedies available to Bank under Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 and/or recovery of debts due to Banks and Financial Institutions Act, 1993 and/or IBC;

f. In case of a failed takeover, Bank reserves the right to charge the Company 1% of the total limits sanctioned as Fore-closure charges;

g. Demand the Company to furnish cash collateral in respect of all or part of the loan.

h. Necessary steps to recover the amount disbursed under the facilities;

i. The Bank shall also be entitled and authorised to debit the Companys Current/ Cash Credit/ Overdraft Account No. against processing fees, insurance charges and any other fees/ charges as applicable for releasing the facility;

j. In the event the Company has not submitted the no charge on asset/no dues/satisfaction of charge certificate from the existing bank within 15 days of the first disbursement, an additional interest of 2% on the outstanding amount would be charged to the Company;

k. Company is liable to be charged 4% of the total limits sanctioned in case the facilities are taken over by another Bank during the tenor of the loan. For Term Loans it would be charged on principal outstanding as on date any of the Company funds or other property which may be in, or come into, the Bank possession or control, or that of any third party acting in the Bank behalf as aforesaid, should be attached or detained or should be or become subject to any mandatory order of court or other legal process, any or all of the Company aforesaid obligations and/or liabilities shall at the Bank option become due and payable immediately, without demand or notice and full power and authority is hereby given to the Bank without intimation to the Company, to sell, assign and deliver any Security provided to the Bank and/or any other property of the Company in the possession or custody of the Bank, through any broker or at public or private sale, at the Bank option either for cash or on credit or for future delivery, without assumption of any credit risk, and without either demand, advertisement or notice of any kind, all of which are hereby expressly waived;

l. At any sale hereunder, the Bank may, in the Bank discretion, purchase the whole or any part of the property sold, free from any right of redemption on the Company part (or the Security Provider, as applicable), all such rights being also hereby waived and released;

m. In the event of any sale or other disposition of any of the property aforesaid, after deducting all costs or expenses of every kind for care, safekeeping, collection, sale, delivery or otherwise, the Bank may apply the remaining proceeds of the sale(s) or other disposition thereof, to the payment or reduction either in whole or in part towards the settlement of any or all of the aforesaid obligations and/or liabilities, whether or not then due, making proper allowance for interest on obligations or liabilities not then due, and return the surplus, if any, to the Company (or the security provider, as applicable) whose property may have yielded the surplus, all without prejudice to the Bank rights as against the Company with respect to any and all amounts which may be or remain unpaid; and

n. Exercise such other rights as may be available to the bank

For details of financial and other covenants required to be complied with in relation to our borrowings, see "Risk Factors No. 30 - Our lenders have charged over our movable and immovable properties in respect of finance availed by us and the agreements governing our indebtedness contain conditions and restrictions on our operations, additional financing and capital structure." on page 49.