You should read the following discussion of our financial condition and results of operations together with our restated financial statements for the financial year ended 31st March 2025, 31st March 2024, 31st March 2023 and for the six months ended on September 30, 2025 including the notes and significant accounting policies thereto and the reports thereon, which appear elsewhere in this prospectus. You should also see the section titled “Risk Factors” beginning on page 29 of this prospectus, which discusses a number of factors and contingencies that could impact our financial condition and results of operations. The following discussion relates to our Company, unless otherwise stated, is based on restated audited financial statements.
These financial statements have been prepared in accordance with Ind GAAP, the Companies Act and the SEBI (ICDR) Regulations and restated as described in the report of our auditors dated, November 28, 2025 which is included in this Prospectus under the section titled “Financial Information as Restated” beginning on page 166 of this Prospectus. The restated financial statements have been prepared on a basis that differs in certain material respects from generally accepted accounting principles in other jurisdictions, including US GAAP and IFRS. We do not provide a reconciliation of our restated financial statements to US GAAP or IFRS and we have not otherwise quantified or identified the impact of the differences between Indian GAAP and U.S. GAAP or IFRS as applied to our restated financial statements.
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 29 and 20 respectively, and elsewhere in this Prospectus
Accordingly, the degree to which the financial statements in this Prospectus will provide meaningful information depends entirely on such potential investors level offamiliarity with Indian accounting practices. Our F. Y. ends on March 31 of each year; therefore, all references to a particular fiscal are to the twelve-month period ended March 31 of that year. Please also refer to section titled “Certain Conventions, Use of Financial, Industry and Market Data and Currency Presentation” beginning on page 18 of this Prospectus.
BUSINESS OVERVIEW
Our Company was originally incorporated as a private limited Company in the name of “Stanbik Commercial Private Limited” on February 10th, 2021 under the Companies Act, 2013 vide certificate of incorporation issued by the Registrar of Companies, Gujarat, Ahmedabad. Subsequently, the name was changed to “StanbikAgro Private Limited” vide a fresh Certificate of Incorporation consequent upon Change of Name dated March 21st, 2024 and since then and commenced its business in contract farming, wholesaling and supplying of agricultural commodities. Our Company was founded with a clear mission: to bring the freshest fruits and vegetables directly from the farm to the table while promoting sustainable farming practices. The Company was incorporated on February 10th, 2021 as a private Limited Company due to which some restrictions are there on the Company as per Companies Act, 2013 which has limited its scope of working. The Board of Directors of the Company considered that looking into the expansion of Business activities the Company should be converted into a public Limited Company to get confidence of the public as a whole. Thereafter, our Company was converted from Private Company in to a Public Company pursuant to a special resolution passed by our shareholders at the EGM held on May 6th, 2024 and consequently name was changed to “Stanbik Agro Limited" vide fresh certificate of incorporation dated July 08, 2024 issued by Registrar of Companies, Gujarat, Ahmedabad.
Our Promoters are Ashokbhai Dhanajibhai Prajapati and Chirag Ashokbhai Prajapati, where Ashokbhai has 13 (Thirteen) years of experience and Chiragbhai has an experience of around 2(two) years in agriculture industry with their innovative business ideas, in-depth knowledge and excellent management skills, we have served our customers proficiently.
Our Company operates across three key business verticals
SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST AUDITED PERIOD
There are no significant developments after last audited period which is September 30, 2025 in our Company.
KEY FACTORS AFFECTING OUR RESULTS OF OPERATION
1. Our dependence on limited number of customers/suppliers/brands for a significant portion of our revenues;
2. Any failure to comply with the financial and restrictive covenants under our financing arrangements;
3. Our ability to retain and hire key employees or maintain good relations with our workforce;
4. Impact of any reduction in sales of our services/products;
5. Rapid Technological advancement and inability to keep pace with the change;
6. Increased competition in industries/sector in which we operate;
7. General economic and business conditions in India and in the markets in which we operate and in the local, regional and national economies;
8. Changes in laws and regulations relating to the Sectors in which we operate;
9. Political instability or changes in the Government in India or in the government of the states where we operate could cause us significant adverse effects;
10. Failure to obtain any applicable approvals, licenses, registrations and permits in a timely manner;
11. Occurrence of natural or man-made disasters could adversely affect our results of operations and financial condition and
12. Our inability to successfully diversify our product offerings may adversely affect our growth and negatively impact our profitability.
SIGNIFICANT ACCOUNTING POLICIES:
Our significant accounting policies are described in the section entitled “Financial Statements as Restated” beginning from page no. 166 of the Prospectus.
MAJOR COMPONENTS OF OUR STATEMENT OF PROFIT AND LOSS Income
Our total income comprises of revenue from operations and other income.
Revenue from Operations
Our Revenue from operations majorly comprises of revenues from wholesale trading , revenue from retail sales and revenue from contract Farming.
Other Income
Other income comprises of interest income and other miscellaneous income.
Expenditure
Our total expenditure primarily consists of cost of Material Consumed, purchase, Changes in inventory, employee benefit expenses, finance costs, Depreciation and Other Expenses.
Employee Benefit Expenses
Our employee benefits expense comprises of Salaries and wages, Director Remuneration, & Staff Welfare Expenses. Finance costs
Our Finance cost expenses comprise of Interest Expenses & other borrowing costs.
Other Expenses
Other expenses primarily include Rent Expenses, Freight & Transportation, Insurance Charges, Rates and Taxes, compliance fees and agricultural production expense etc.
Provision for Tax
The provision for current taxation is computed in accordance with relevant tax regulation. Deferred tax is recognized on timing differences between the accounting and the taxable income for the year and quantified using the tax rates and laws enacted or subsequently enacted as on balance sheet date. Deferred tax assets are recognized and carried forward to the extent that there is a virtual certainly that sufficient future taxable income will be available against which such deferred tax assets can be realized in future.
DISCUSSION ON RESULT OF OPERATION
The following discussion on results of operations should be read in conjunction with the restated audited financial statement for the year ended March 31, 2025, March 31,2024 and March 31, 2023 and for the six months ended on September 30, 2025.
| Particulars | For the year / period ended | |||||||
| 30th September 2025 | % of Total Revenue | 31st March 2025 | % of Total Revenue | 31st March 2024 | % of Total Revenue | 31st March 2023 | % of Total Revenue | |
| (1) Revenue | ||||||||
| (a) Revenue from Operations | 3554.72 | 100.00% | 5248.51 | 100.00% | 2655.04 | 100.00% | 1996.44 | 100.00% |
| (b) Other Income | 0.00 | 0.00% | 0.04 | 0.00% | 0.00 | 0.00% | 0.01 | 0.00% |
| Total Revenue (1) | 3554.72 | 100.00% | 5248.55 | 100.00% | 2655.04 | 100.00% | 1996.45 | 100.00% |
| (2) Expenses | ||||||||
| Purchases of Stock-in-Trade | 3416.55 | 96.11% | 4975.82 | 94.80% | 1990.96 | 74.99% | 2631.49 | 131.81% |
| Cost of material consumed | 10.23 | 0.29% | 38.04 | 0.72% | 22.22 | 0.84% | 15.63 | 0.78% |
| Change in Inventories | -232.92 | -6.55% | -361.01 | -6.88% | 395.53 | 14.90% | -770.75 | -38.61% |
| Employee Benefit Expenses | 32.28 | 0.91% | 42.34 | 0.81% | 2.16 | 0.08% | 1.45 | 0.07% |
| Other Expenses | 46.06 | 1.30% | 95.33 | 1.82% | 32.09 | 1.21% | 9.97 | 0.50% |
| Total Expenses (2) | 3272.20 | 92.05% | 4790.52 | 91.27% | 2442.96 | 92.01% | 1887.79 | 94.56% |
| (3) Profit/(Loss) before Interest, Depreciation and Tax (1-2) | 282.52 | 7.95% | 458.03 | 8.73% | 212.08 | 7.99% | 108.66 | 5.44% |
| Depreciation & Amortisation Expenses | 1.60 | 0.04% | 3.14 | 0.06% | 0.08 | 0.00% | 0.00 | 0.00% |
| (4) Profit/(Loss) before Interest and Tax | 280.92 | 7.90% | 454.89 | 8.67% | 212.00 | 7.98% | 108.66 | 5.44% |
| Financial Charges | 0.11 | 0.00% | 4.22 | 0.08% | 1.04 | 0.00% | 0.00 | 0.00% |
| (5) Profit/(Loss) before Tax | 280.82 | 7.90% | 450.67 | 8.59% | 210.96 | 7.95% | 108.66 | 5.44% |
| Tax expense | - | |||||||
| (a) Current Tax | 58.25 | 1.64% | 76.60 | 1.46% | 25.35 | 0.95% | 7.16 | 0.36% |
| (b) Deferred Tax | 0.08 | 0.00% | 0.25 | 0.00% | 0.54 | 0.02% | 0.00 | 0.00% |
| (c) MAT Credit | 0.00 | 0.00% | 0.00 | 0.00% | 0.00 | 0.00% | 0.00 | 0.00% |
| Total Tax Expenses | 58.33 | 1.64% | 76.85 | 1.46% | 25.89 | 0.98% | 7.16 | 0.36% |
| (6) Profit/(Loss) for the period/ year | 222.48 | 6.26% | 373.82 | 7.12% | 185.07 | 6.97% | 101.50 | 5.08% |
DISCLOSURE OF THE PERIOD ENDED ON SEPTEMBER 30, 2025:
Total Income
The total income for the six months ended 30 September 2025 is Rs. 3,554.72 lakhs.
Revenue from Operations
Revenue from operations for the six months ended 30 September 2025 is Rs. 3,544.72 lakhs, comprising:
• Revenue from wholesale and retail trading: Rs. 3,480.56 lakhs
• Revenue from contract farming: Rs. 74.16 lakhs
Other Income
Other income for the six months ended 30 September 2025 is Nil.
Purchase of Stock in Trade and Changes in Inventory
Purchase of stock in trade along with changes in inventory for the six months ended 30 September 2025 amounts to Rs. 3,183.63 lakhs, representing 89.56% of total revenue.
Cost of Material Consumed (COMC)
COMC for the six months ended 30 September 2025 is Rs. 10.23 lakhs, which is 0.29% of total revenue.
Employee Benefit Expenses
Employee benefit expenses for the six months ended 30 September 2025 amount to Rs. 32.28 lakhs, comprising directors remuneration, employee salaries, daily wage labour, and staff welfare expenses. This represents 0.91% of total revenue.
Depreciation & Amortisation
Depreciation and amortisation expense for the six months ended 30 September 2025 is Rs. 1.60 lakhs, which is 0.04% of total revenue.
Finance Costs
Finance costs for the six months ended 30 September 2025 are Rs. 0.11 lakhs, primarily relating to interest on late payment of statutory dues.
Other Expenses
Other expenses for the six months ended 30 September 2025 amount to Rs. 46.06 lakhs, mainly consisting of rent, agricultural production expenses, transportation expenses, office expenses, insurance, compliance fees and professional and consultancy fees. These expenses represent 1.30% of total revenue.
Profit Before Tax (PBT)
PBT for the six months ended 30 September 2025 is Rs. 280.82 lakhs, which is 7.90% of total revenue.
Tax Expense
Tax expense for the six months ended 30 September 2025 is Rs. 58.33 lakhs.
Profit After Tax (PAT)
PAT for the six months ended 30 September 2025 is Rs. 222.48 lakhs, with a net profit margin of 6.26%
COMPARISON OF FINANCIAL YEAR ENDED MARCH 31, 2025 WITH FINANCIAL YEAR ENDED MARCH 31, 2024
Total Income
The total income for FY 2024-25 increased to Rs.5248.55 lakhs, a growth of 97.68% from Rs. 2655.04 lakhs in FY 2023-24. This growth was primarily driven by a significant increase in revenue from operations.
Revenue from Operations
Revenue from operations surged by 97.68%, rising from Rs.2655.04 lakhs in FY 2023-24 to Rs.5248.51 lakhs in FY 202425. This substantial increase is attributed to expansion of the business in the retail segment by opening 7 retail outlets and the acquisition of the partnership firm “Jay Chamunda Trading Co.”
Other Income
Other income, which stood at Rs.0.00 lakh in FY 2023-24, was increased to Rs. 0.04 in FY 2024-25. This was due to receipt of income tax refund.
Purchase of Stock in Trade and Changes in inventory
Purchase of stock in trade along with changes in inventory in FY 2024-25 is Rs. 4614.81 lakhs and in FY 2023-24 is Rs. 2386.49 lakhs. This rise is 93.37% which corresponds to the growth in sales volume during the period.
Cost of material consumed
COMC is increased by 71.18%, from Rs. 22.22 lakhs in FY 2023-24 to Rs. 38.04 lakhs in FY 2024-25. The cost of material consumed mainly includes seed expense. The increase in cost of material consumed corresponds with increase in the sales volume.
Employee Benefit Expenses
Employee benefit expenses rose by 1860.19%, increasing from Rs.2.16 lakhs in FY 2023 -24 to Rs. 42.34 lakhs in FY 202425. The substantial increase is due to recruitment of additional employees in the company.
Depreciation & Amortisation
Depreciation and amortisation expenses rose by 3820.38%, increasing from Rs. 0.08 lakhs in FY 2023-24 to Rs. 3.14 in FY 2024-25. This was due to increase in the fixed assets of the company.
Finance Costs
Finance costs was Rs. 4.22 lakhs in FY 2024-25 and in FY 2023-24 finance cost is Rs. 1.04 lakhs. The increase of 305.15% is due to late fees paid on statutory dues.
Other Expenses
Other expenses increased significantly by 197.03%, rising from Rs. 32.09 lakhs in FY 2023-24 to Rs.95.33 lakhs in FY 202425. This growth was primarily driven by higher rent expense, transportation expense, agriculture production expenses and expansion of retail outlets.
Profit Before Tax (PBT)
PBT nearly doubled, increasing by 113.63% from Rs.210.96 lakhs in FY 2023-24 to Rs.450.67 lakhs in FY 2024-25. This improvement was due to the enhanced volume of operations.
Tax Expense
Tax expense rose by 196.83%, from Rs.25.89 lakhs in FY 2023-24 to Rs.76.85 lakhs in FY 2024-25. The increase reflects the higher taxable profit for the year.
Profit After Tax (PAT)
PAT increased by 102.00%, growing from Rs.185.07 lakhs in FY 2023-24 to Rs.373.82 lakhs in FY 2024-25. This growth was driven by the combined impact of increased revenue, controlled costs, and operational efficiency.
This performance reflects the Companys strategic initiatives and operational enhancements during FY 2024-25.
COMPARISON OF FINANCIAL YEAR ENDED MARCH 31, 2024 WITH FINANCIAL YEAR ENDED MARCH 31, 2023
Total Income
The total income for FY 2023-24 increased to Rs.2,655.04 lakhs, a growth of 32.99% from Rs.1,996.45 lakhs in FY 202223. This growth was primarily driven by a significant increase in revenue from operations.
Revenue from Operations
Revenue from operations surged by 32.99%, rising from Rs.1,996.44 lakhs in FY 2022-23 to Rs.2,655.04 lakhs in FY 202324. This increase is attributed to the acquisition of the partnership firm “Jay Chamunda Trading Co.” and the Companys expanded operations in new agricultural commodities, including fruits and vegetables.
Other Income
Other income, which stood at Rs.0.01 lakh in FY 2022-23, was nil in FY 2023-24. The previous years figure was due to interest on income tax refund.
Purchase of Stock in Trade and Changes in inventory
Purchase of stock in trade along with changes in inventory in FY 2023-24 is Rs. 2386.49 lakhs and in FY 2022-23 is Rs. 1860.74 lakhs. This rise is 28.26% corresponds to the growth in sales volume during the period.
Cost of material consumed
COMC is increased by 42.15%, from Rs. 15.63 lakhs in FY 2022-23 to Rs. 22.22 lakhs in FY 2023-24. The cost of material consumed mainly includes seed expense. The increase in cost of material consumed corresponds with increase in the sales volume.
Employee Benefit Expenses
Employee benefit expenses rose by 48.97%, increasing from Rs.1.45 lakhs in FY 2022-23 to Rs.2.16 lakhs in FY 2023-24. The increase is largely due to higher salaries, staff welfare expenses and recruitment of new employees.
Depreciation & Amortisation
Depreciation and amortisation expenses, which were nil in FY 2022-23, stood at Rs.0.08 lakh in FY 2023-24. This was due to the purchase of fixed assets during the year.
Finance Costs
Finance costs remained nil for FY 2022-23 and it was 1.04 lakhs for the FY 2023-24 which pertains to the interest on late payment.
Other Expenses
Other expenses increased significantly by 221.91%, rising from Rs.9.97 lakhs in FY 2022-23 to Rs.32.09 lakhs in FY 202324. This growth was primarily driven by higher rent, agriculture production expenses and preliminary expenses.
Profit Before Tax (PBT)
PBT nearly doubled, increasing by 94.14% from Rs. 108.66 lakhs in FY 2022-23 to Rs. 210.96 lakhs in FY 2023-24. This improvement was due to the enhanced volume of operations.
Tax Expense
Tax expense rose by 261.59%, from Rs.7.16 lakhs in FY 2022-23 to Rs.25.89 lakhs in FY 2023-24. The increase reflects the higher taxable profit for the year.
Profit After Tax (PAT)
PAT increased by 82.33%, growing from Rs.101.50 lakhs in FY 2022-23 to Rs.185.07 lakhs in FY 2023-24. This growth was driven by the combined impact of increased revenue, controlled costs, and operational efficiency.
This performance reflects the Companys strategic initiatives and operational enhancements during FY 2023 -24.
Summary of cash Flows
| Particulars | For the Financial Year/ period | |||
| 30-09-2025 | 2025 | 2024 | 2023 | |
| Net Cash flow from/ (used in) Operating Activities: | (14.92) | (978.31) | 15.68 | 0.17 |
| Net Cash flow from /(used in) Investing Activities: | (3.04) | 0.04 | (33.36) | 0.01 |
| Net Cash flow from /(used in) Financing Activities: | 0.95 | 989.70 | 31.66 | 0.00 |
| Net Increase/ (decrease) in cash/ cash equivalents | (17.01) | 11.43 | 13.98 | 0.18 |
| Cash and Cash equivalents at the beginning of the year | 25.60 | 14.17 | 0.20 | 0.02 |
| Cash and Cash equivalents at the end of the year | 8.59 | 25.60 | 14.17 | 0.20 |
Cash Flows from Operating Activities
For the six months ended 30th September 2025
The net cash used in operating activities for the six months ended 30th September 2025was Rs. (14.92 lakhs) as compared to the net profit before tax of Rs. 280.82 lakhs for the same period
Financial Year 2024-2025
The net cash used in operating activities for the financial year ended March 31, 2025 was Rs. (978.31 lakhs) as compared to the net profit before tax of Rs. 450.69 lakhs for the same period.
Financial Year 2023-2024
The net cashflow from operating activities for the financial year ended March 31, 2024 was Rs. 15.68 lakhs as compared to the net profit before tax of Rs. 210.96 lakhs for the same period.
Financial Year 2022-2023
The net cashflow from operating activities for the financial year ended March 31, 2023 was Rs. 0.17 lakhs as compared to net profit before tax of Rs. 108.66 lakhs for the same period.
Cash Flows from Investing Activities
For the six months ended 30th September 2025
For the six months ended 30th September 2025 the net cash flow used in investing activities was Rs (3.04) lakhs. This was due purchase of fixed assets.
Financial Year 2024-2025
For the financial year ended March 31, 2025, the net cash flow from investing activities was Rs 0.04 lakhs. This was due to interest income.
Financial Year 2023-2024
For the financial year ended March 31, 2024, the net cash used in investing activities was Rs (33.36 lakhs). This was due to Purchase of fixed assets.
Financial Year 2022-2023
For the financial year ended March 31, 2023, net cashflow from investing activities was Rs. 0.01 lakhs due to interest income on income tax.
Cash Flows from Financing Activities
For the six months ended 30th September 2025
For the six months ended 30th September 2025 net cashflow from financing activities was Rs.0.95 Lakhs. This was mainly due to Proceeds from short-term borrowings.
Financial Year 2024-2025
For the F.Y. 2024-25, net cashflow from financing activities was Rs.989.70 Lakhs. This was mainly due to Proceeds from share application money and repayment from short-term borrowings.
Financial Year 2023-2024
For the F.Y. 2023-24, net cashflow from financing activities was Rs. 31.66 Lakhs. This was mainly due to proceeds from short-term borrowings.
Financial Year 2022-2023
For the financial year ended March 31, 2023, net cash flow from financing activities was nil.
AN ANALYSIS OF REASONS FOR THE CHANGES IN SIGNIFICANT ITEMS OF INCOME AND EXPENDITURE IS GIVEN HEREUNDER:
1. Unusual or infrequent events or transactions
Except as described in this Prospectus, during the periods under review there have been no transactions or events, which in our best judgment, would be considered unusual or infrequent.
2. Significant economic changes that materially affected or are likely to affect income from continuing operations.
There are no significant economic changes that may materially affect or likely to affect income from continuing operations. However, Government policies governing the sector in which we operate as well as the overall growth of the Indian economy has a significant bearing on our operations. Major changes in these factors can significantly impact income from continuing operations.
3. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations.
Apart from the risks as disclosed under Section “Risk Factors” beginning on page 29 in the Prospectus, in our opinion there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations.
4. Expected Future changes in relationship between costs and revenues
Our Companys future costs and revenues will be determined by demand/supply situation, Government Policies and Taxation and Currency fluctuations.
5. Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or increased sales prices
Changes in revenue in the last financial years are as explained in the part “Comparison of the financial performance of above.
6. Total turnover of each major industry segment in which our Company operates
The Company is mainly engaged in operations of selling of wholesale, retail agriculture commodities and contract farming, all the activities of the business revolve around this main business. Therefore, there are no separate reportable segments.
7. Status of any publicly announced New Products or Business Segment
Apart from the recent business initiatives discussed in “Our Business” on page 112, we currently have no plans to develop new products or establish new business segments.
8. Seasonality of business
As our Company operates in agricultural products, our business is seasonal in nature. With a diverse range of products traded throughout the year, there is no significant impact on the Companys revenue due to seasonality.
9. Competitive conditions
Competitive conditions are as described under the Chapters “Industry Overview” and “Our Business” beginning on page 102 and 112 respectively of the Prospectus.
10. Details of material developments after the date of last balance sheet i.e., 30th September 2025.
Except as mentioned in this Prospectus, no circumstances have arisen since the date of last financial statement until the date of filing the Prospectus, which materially and adversely affect or are likely to affect the operations or profitability of our Company, or value of its assets, or its ability to pay its liability within next twelve months
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