Draft Prospectus

Dated: January 16, 2024

(This Prospectus will be updated upon filing with the ROC)
Please read Section 26 & 32 of Companies Act, 2013
Fixed Price Issue

Scan to Download Draft Prospectus

VISHWAS AGRI SEEDS LIMITED
CIN: U01112GJ2013PLC073827
Registered Office Contact Person Email and Telephone Website

Ms. Karina Dipak Chandwani

Near Toll Tax, S. No. 460, Gangad Email ID: cs@[Link]
Road, Bhayla, Ahmedabad, Bavla, [Link]
Company Secretary and
Gujarat, India. - 382220 Tel No.: +91 6535709174
Compliance Officer

PROMOTERS OF THE COMPANY

[Link] Sibabhai Gajera, Mr. Bharatbhai Sibabhai Gajera, [Link] Madhabhai Suvagiya & Others
DETAILS OF THE ISSUE
Fresh Issue Size OFS Size Total Issue Size
Type Eligibility
₹ In Lakhs ₹ In Lakhs ₹ In Lakhs
Upto 30,00,000 Equity
This issue is made in terms of Chapter IX of the SEBI
Fresh Issue Shares aggregating to NIL ₹ [●] Lakhs
(ICDR) Regulations, 2018 as amended.
₹ [●] Lakhs
THE ISSUE
INITIAL PUBLIC OFFER OF UPTO 30,00,000 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF VISHWAS AGRI SEEDS
LIMITED (THE “COMPANY” OR “VASL” OR “THE ISSUER”) FOR CASH AT AN ISSUE PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A SHARE
PREMIUM OF ₹ [●] PER EQUITY SHARE) (THE “ISSUE PRICE”), AGGREGATING TO ₹ [●] LAKHS (“THE ISSUE”), OF WHICH UPTO 1,52,000
EQUITY SHARES OF ₹ 10 EACH WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (THE “MARKET MAKER
RESERVATION PORTION”). THE ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. ISSUE OF UPTO 28,48,000 EQUITY SHARES OF ₹ 10
EACH IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 30.00% AND 28.48%,
RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF THE COMPANY.
DETAILS OF OFFER FOR SELLING SHAREHOLDERS AND THEIR AVERAGE COST OF ACQUISITION
Number of Shares Offered /
Name Type WACA in ₹ Per Equity Share
Amount in ₹

NOT APPLICABLE AS THE ENTIRE ISSUE CONSTITUTES FRESH ISSUE OF EQUITY SHARES
RISK IN RELATION TO THE FIRST ISSUE
This being the first Public Issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹ 10
each and the Issue Price is [●] times the face value. The Issue Price (determined and justified by our Company in consultation with the Lead Manager) as stated
under “Basis for Issue Price” beginning on page no. 95 of this Draft Prospectus should not be taken to be indicative of the market price of the Equity Shares after the
Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares
will be traded after listing.
GENERAL RISKS
Investment in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the
risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment
decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue have not been
recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of this Draft Prospectus.
Specific attention of the investors is invited to “Risk Factors” beginning on page no. 21 of this draft Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Prospectus contains all information with regard to our
Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft Prospectus is true and correct in all material
aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the
omission of which makes this Draft Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any
material respect.
LISTING
The Equity Shares offered through this Draft Prospectus are proposed to be listed on the Emerge Platform of NSE Limited (“NSE”). Our Company has received an
In Principal Approval letter dated [●] from NSE Limited for using its name in this offer document for listing our shares on the Emerge Platform of NSE Limited.
For the purpose of this Issue, the Designated Stock Exchange will be the NSE Limited (“NSE”).
LEAD MANAGER TO THE ISSUE
NAME AND LOGO CONTACT PERSON EMAIL & TELEPHONE
Email: ncmpl@[Link]
Tel No.: +91 – 22 – 26431002
Mr. Ronak I. Kadri

REGISTRAR TO THE ISSUE

NAME AND LOGO CONTACT PERSON EMAIL & TELEPHONE

Mr. Babu Rapheal Email: ipo@[Link]

Tel No.: +91 – 22 – 62638200
Fax: +91 22 62638299

ISSUE OPENS ON ISSUE CLOSES ON

[●] [●]
 Draft Prospectus
Dated: January 16, 2024
(This Prospectus will be updated upon filing with the ROC)
Please read Section 26 & 32 of Companies Act, 2013
Fixed Price Issue

VISHWAS AGRI SEEDS LIMITED

CIN: U01112GJ2013PLC073827
Our Company was originally formed and registered as a partnership firm under the Partnership Act, 1932 (“Partnership Act”) in the name and style of “M/s.
VISHWAS AGRI SEEDS”, pursuant to a deed of partnership dated December 1, 2009. Later on, “M/s. VISHWAS AGRI SEEDS” was converted from a
partnership firm to “Vishwas Agri Seeds Private Limited” private limited company under IX of the Companies Act, 1956 via Supplemental Deed of
Partnership/Co-Parcenary executed on 14th day of February, 2013. Subsequently company was issued certificate of Incorporation dated Ma rch 03 2013. By
Register of Companies Gujarat, Dadra and Nagar Havelli. Subsequently, our Company was converted into a Public Limited Company pursuant to shareholders
resolution passed at Extra-ordinary General Meeting of our Company held on June 26, 2023 and the name of our Company was changed to “VISHWAS AGRI
SEEDS LIMITED”. A fresh Certificate of Incorporation consequent upon Conversion from Private Limited Company to Public Limited Company dated July 07,
2023 was issued by the Registrar of Companies, Ahmedabad. The Corporate Identification Number of our Company is U01112GJ2013PLC073827.
Registered Office: Near Toll Tax, S. No. 460, Gangad Road, Bhayla, Bhayla, Ahmedabad, Bavla, Gujarat, India. – 382220
Email ID: cs@[Link]
Tel No.: +91 6535709174 Website: [Link]
Contact Person: Ms. Karina Dipak Chandwani Company Secretary and Compliance Officer.
Our Promoters: Mr. Ashokbhai Sibabhai Gajera, Mr. Bharatbhai Sibabhai Gajera, [Link] Madhabhai Suvagiya, & Others.
THE ISSUE
INITIAL PUBLIC OFFER OF UPTO 30,00,000 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF VISHWAS AGRI SEEDS
LIMITED (THE “COMPANY” OR “VASL” OR “THE ISSUER”) FOR CASH AT A PRICE OF ₹ [●] PER SHARE (INCLUDING A SHARE PREMIUM OF ₹
[●] PER EQUITY SHARE) (THE “ISSUE PRICE”), AGGREGATING TO ₹ [●] LAKHS (“THE ISSUE”), OF WHICH UPTO 1,52,000 EQUITY SHARES OF ₹
10 EACH WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”). THE
ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. ISSUE OF UPTO 28,48,000 EQUITY SHARES OF ₹ 10 EACH IS HEREINAFTER
REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 30.00% AND 28.48%, RESPECTIVELY OF THE POST
ISSUE PAID UP EQUITY SHARE CAPITAL OF THE COMPANY.
THE FACE VALUE OF THE EQUITY SHARE IS ₹ 10 AND THE ISSUE PRICE IS [●] TIME OF THE FACE VALUE
In terms of Rule 19(2)(b)(i) of the SCRR this Issue is being made for at least 25% of the post-Issue Paid-up Equity Share capital of our Company. This Issue is being
made through Fixed Price process in accordance and compliance with Chapter IX and other applicable provisions of SEBI ICDR Regulations wherein a minimum
50% of the Net Issue is allocated for Retail Individual Applicants and the balance shall be offered to individual applicants other than Retail Individual Applicants
and other investors including corporate bodies or institutions, QIBs and Non-Institutional Applicants. However, if the aggregate demand from the Retail
Individual Applicants is less than 50%, then the balance Equity Shares in that portion will be added to the non-retail portion offered to the remaining investors
including QIBs and NIIs and vice-versa subject to valid Applications being received from them at or above the Issue Price. Additionally, if the Retail Individual
Applicants category is entitled to more than fifty per cent on proportionate basis, the Retail Individual Applicants shall be allocated that higher percentage. For
further details please refer the section titled “Issue Related Information” beginning on page no. 239 of this Draft Prospectus.
All potential investors shall participate in the Offer only through an Application Supported by Blocked Amount (“ASBA”) process including through UPI mode
(as applicable) by providing details of the respective bank accounts and / or UPI IDs, in case of RIIs, if applicable, which will be blocked by the Self Certified
Syndicate Banks (“SCSBs”) for the same. For details in this regard, specific attention is invited to "Issue Procedure" on page no. 250 of this Draft Prospectus. A copy
will be delivered for registration to the Registrar of Companies as required under Section 26 of the Companies Act, 2013.
RISK IN RELATION TO THE FIRST ISSUE
This being the first Public Issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is
Rs.10 each and the Issue Price is [●] times the face value. The Issue Price (determined and justified by our Company in consultation with the Lead Manager) as
stated under “Basis for Issue Price” beginning on page no. 95 of this Draft Prospectus should not be taken to be indicative of the market price of the Equity Shares
after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the
Equity Shares will be traded after listing.
ISSUER ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Prospectus contains all information with regard to
our Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft Prospectus is true and correct in all material
aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the
omission of which makes this Draft Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any
material respect.
LISTING
The Equity Shares offered through this Draft Prospectus are proposed to be listed on the SME Platform of NSE Limited (“NSE”). Our Company has received an In
Principal Approval letter dated [●] from NSE Limited for using its name in this offer document for listing our shares on the SME Platform of NSE Limited. For the
purpose of this Issue, the Designated Stock Exchange will be the NSE Limited (“NSE”).
LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

ISK ADVISORS PRIVATE LIMITED BIGSHARE SERVICES PVT. LTD.

501, A. N. Chambers, 130, Turner Road, Bandra West, Mumbai-400 050 1st Floor, Bharat Tin Works Building, Opp. Oasis, Makwana Road, Marol,
Tel No.: +91 – 22 – 26431002 Andheri East, Mumbai – 400 059
Email: ncmpl@[Link] Tel No.: +91 – 22 – 62638200 Fax: +91 22 62638299
Website: [Link] Email:ipo@[Link]; Website: [Link]
Investor Grievance Email: enquiry@[Link] Investor Grievance Email: investor@[Link]
Contact Person: Mr. Ronak I. Kadri Contact Person: Mr. Babu Rapheal
SEBI Registration No. INM000012625 SEBI Registration No.: INR000001385
ISSUE OPENS ON ISSUE CLOSES ON
[●] [●]
 TABLE OF CONTENTS

SECTION PARTICULARS PAGE NO.

SECTION - I GENERAL 1
DEFINITIONS AND ABBREVIATIONS 1
CERTAIN CONVENTIONS; PRESENTATION OF FINANCIAL, 11
INDUSTRY AND MARKET DATA
FORWARD-LOOKING STATEMENTS 13
SECTION - II OFFER DOCUMENT SUMMARY 15
SECTION - III RISK FACTORS 21
SECTION - IV INTRODUCTION 46
THE ISSUE 46
SUMMARY OF FINANCIAL INFORMATION 48
GENERAL INFORMATION 52
CAPITAL STRUCTURE 62
SECTION - V PARTICULARS OF THE ISSUE 84
OBJECTS OF THE ISSUE 84
BASIS FOR ISSUE PRICE 95
STATEMENT OF SPECIAL TAX BENEFITS 100
SECTION - VI ABOUT THE COMPANY 103
INDUSTRY OVERVIEW 103
OUR BUSINESS 115
KEY INDUSTRY REGULATIONS AND POLICIES 135
HISTORY AND CERTAIN CORPORATE MATTERS 145
OUR MANAGEMENT 148
OUR PROMOTERS, PROMOTER GROUP 160
OUR GROUP ENTITIES 174
DIVIDEND POLICY 177
SECTION - VII FINANCIAL STATEMENTS 178
RESTATED FINANCIAL INFORMATIONS 178
OTHER FINANCIAL INFORMATION 207
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL 209
CONDITION AND RESULTS OF OPERATIONS
CAPITALIZATION STATEMENT 217
FINANCIAL INDEBTEDNESS 218
SECTION - VIII LEGAL AND OTHER INFORMATION 220
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS 220
GOVERNMENT AND OTHER KEY APPROVALS 224
SECTION - IX OTHER REGULATORY AND STATUTORY DISCLOSURES 228
SECTION - X ISSUE RELATED INFORMATION 239
TERMS OF THE ISSUE 239
ISSUE STRUCTURE 247
ISSUE PROCEDURE 250
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES 285
SECTION – XI MAIN PROVISIONS OF ARTICLES OF ASSOCIATION 288
SECTION - XII OTHER INFORMATION 310
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION 310
DECLARATION 312
 SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS

General Terms

Term Description
Vishwas Agri Seeds
Unless the context otherwise indicates or implies refers to VISHWAS AGRI SEEDS
Limited/ VASL/ The
LIMITED., a public limited company incorporated under the provisions of the
Company / Company /
Companies Act, 1956 with its registered office at Near Toll Tax, S. No. 460, Gangad
We / Us / Our
Road, Bhayla, Bhayla, Ahmedabad, Bavla, 382220 Gujarat, India.
Company
Core Promoter(s) or Mr. Ashokbhai Sibabhai Gajera, Mr. Bharatbhai Sibabhai Gajera, Mr. Dineshbhai
Key Promoter(s) Madhabhai Suvagiya
Ms. Ilaben Pareshbhai Patel, Mr. Kalubhai Maganbhai Vekariya, Mr. Maheshbhai
Other Promoter(s) Sibabhai Gajera, Mr. Ketankumar Babulal Suvagiya, Mr. Babubhai Laljibhai Suvagiya,
Mr. Rameshbhai Laljibhai Suvagiya, Mr. Shivlal Veljibhai Bhanderi.
Such persons, entities, and companies constituting our promoter group pursuant to
Promoter Group Regulation 2(1)(pp) of the SEBI (ICDR) Regulations as disclosed in the Chapter titled
“Our Promoter and Promoter Group” on page no. 160 of this Draft Prospectus.

Company related Terms

Term Description
AoA/ Articles / Unless the context otherwise requires, refers to the Articles of Association of
Articles of Association VISHWAS AGRI SEEDS LIMITED.
Auditor of the
S V J K and Associates, Chartered Accountants
Company
The committee of the Board of Directors constituted on December 14, 2023, as our
Audit Committee Company’s Audit Committee in accordance with Section 177 of the Companies Act,
2013
Board of Directors / The Board of Directors of Vishwas Agri Seeds Limited, including all duly constituted
Board Committees thereof.
Chief Financial Officer Chief Financial officer of our Company is Mr. Dineshbhai Suvagiya
Company Secretary
The Company Secretary and Compliance officer of our Company is Ms. Karina Dipak
and Compliance
Chandwani.
Officer
Director(s) Director(s) of Vishwas Agri Seeds Limited, unless otherwise specified.
Equity Shares of our Company of Face Value of ₹10 each unless otherwise specified in
Equity Shares
the context thereof.
Equity Shareholders Persons holding Equity Share of our Company
Companies (other than our Promoters and Subsidiaries) with which there were related
party transactions as disclosed in the Restated Financial Statements as covered under
Group Company
the applicable accounting standards, and as disclosed in “Our Group Company”
beginning on page no. 174 of this Draft Prospectus
A non-executive, Independent Director as per the Companies Act, 2013 and the Listing
Independent Director
Regulations.
ISIN INE0S2E01016
Key Management Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI
Personnel / KMP ICDR Regulations as disclosed in the chapter titled “Our Management” on page no. 148

1
 Term Description
of this Draft Prospectus
MOA / Memorandum
/ Memorandum of Memorandum of Association of Vishwas Agri Seeds Limited.
Association
Nomination and The committee of the Board of Directors constituted on December 14, 2023 as our
Remuneration Company’s Nomination and Remuneration Committee in accordance with Section 178
Committee of the Companies Act, 2013
The Registered Office of our company which is at Near Toll Tax, S. No. 460, Gangad
Registered Office
Road, Bhayla, Bhayla, Ahmedabad, Bavla, 382220 Gujarat, India.
Registrar of
Registrar of Companies, Ahmedabad, Gujarat.
Companies / RoC
Stakeholders’
The committee of the Board of Directors constituted on December 14, 2023 as our
Relationship
Company’s Stakeholders’ Relationship Committee.
Committee
Unless the context requires otherwise, refers to, the Emerge Platform of National Stock
Stock Exchange
Exchange of India Limited i.e. NSE EMERGE.

Issue Related Term

Term Description
Acknowledgement The slip or document issued by the Designated Intermediary to an Applicant as proof of
Slip registration of the Application Form.
Unless the context otherwise requires, the allotment of the Equity Shares pursuant to the
Allotment Issue to the successful applicants, including transfer of the Equity Shares pursuant to the
Issue to the successful applicants
Note, advice or intimation of Allotment sent to the Applicants who have been or are to be
Allotment Advice Allotted the Equity Shares after the Basis of Allotment has been approved by the
Designated Stock Exchange.
Allottees The successful applicant to whom the Equity Shares are being / have been allotted.
Any prospective investor who makes an application for Equity Shares in terms of this
Applicant
Draft Prospectus
The Form in terms of which the applicant shall apply for the Equity Shares of the
Application Form
Company.
Application An application, whether physical or electronic, used by ASBA Applicant to make an
Supported by application authorizing an SCSB to block the Application Amount in the specified Bank
Blocked Amount/ Account maintained with such SCSB. ASBA is mandatory for all Applicants participating
ASBA in the Issue.
A bank account maintained with an SCSB and specified in the ASBA Form submitted by
ASBA Account
the Applicants for blocking the Application Amount mentioned in the ASBA Form.
ASBA Any prospective investor who makes an application pursuant to the terms of the Draft
Applicant(s) Prospectus and the Application Form.
ASBA Application An application form, whether physical or electronic, used by ASBA Bidders which will be
/ Application considered as the application for Allotment in terms of the Draft Prospectus
Banker(s) to the Such banks which are disclosed as Bankers to our Company in the chapter titled “General
Company Information” on page no. 52 of this Draft Prospectus
Banker(s) to the The banks which are Clearing Members and registered with SEBI as Banker to an Issue
Issue with whom the Escrow Agreement is entered and in this case being [●].
The basis on which the Equity Shares will be Allotted to successful Applicants under the
Basis of Allotment Issue and which is described in the chapter titled “Issue Procedure” beginning on page no.
250 Of this Draft Prospectus.

2
 Term Description
Broker centres notified by the Stock Exchanges where Applicants can submit the ASBA
Forms to a Registered Broker. The details of such Broker Centres, along with the names
Broker Centres
and contact details of the Registered Broker are available on the respective websites of the
Stock Exchanges ([Link] and [Link])
Business Day Monday to Friday (except public holidays)
CAN / The note or advice or intimation sent to each successful Applicant indicating the Equity
Confirmation of Shares which will be Allotted, after approval of Basis of Allotment by the Designated
Allocation Note Stock Exchange.
Client identification number maintained with one of the Depositories in relation to Demat
Client ID
account
Collecting
A depository participant as defined under the Depositories Act, 1996, registered with SEBI
Depository
and who is eligible to procure Applications at the Designated CDP Locations in terms of
Participant(s) or
circular No. GR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
CDP(s)
Such Branches of the SCSBs which co-ordinate Applications by the Applicants with the
Controlling Registrar to the Issue and the Stock Exchanges and a list of which is available at
Branches [Link] or at such other website as may be prescribed by SEBI from time to
time.
Demographic The demographic details of the Applicants such as their Address, PAN, Occupation and
Details Bank Account details.
A depository registered with SEBI under the SEBI (Depositories and Participant)
Depositories
Regulations, 1996 i.e. CDSL and NSDL
Depositories Act The Depositories Act, 1996, as amended from time to time
The date on which the funds blocked by the SCSBs are transferred from the ASBA
Designated Date
Accounts specified by the Applicants to the Public Issue Account.
Designated Syndicate Members, Sub-Syndicate/Agents, SCSBs, Registered Brokers, Brokers, the CDPs
Intermediaries / and RTAs, who are authorized to collect Application Forms from the Applicants, in
Collecting Agent relation to the Issue
Such locations of the CDPs where Applicants can submit the Application Forms to
Collecting Depository Participants.
Designated CDP
Locations The details of such Designated CDP Locations, along with names and contact details of the
Collecting Depository Participants eligible to accept Application Forms are available on
the websites of the Stock Exchange
Sunflower Broking Private Limited will act as the Market Maker and has agreed to receive
Designated or deliver the specified securities in the market making process for a period of three years
Market Maker from the date of listing of our Equity Shares or for a period as may be notified by
amendment to SEBI ICDR Regulations.
Such locations of the RTAs where Applicants can submit the Application Forms to RTAs.
Designated RTA The details of such Designated RTA Locations, along with names and contact details of the
Locations RTAs eligible to accept Application Forms are available on the websites of the Stock
Exchange
Such Branches of the SCSBs which shall collect the Application Forms used by the
Designated SCSB
Applicants applying through the ASBA process and a list of which is available on
Branches
[Link]
Designated Stock
Unless the context requires otherwise, refers to, the SME Platform of NSE Limited.
Exchange
Draft Prospectus This Draft Prospectus dated [●] issued in accordance with the SEBI ICDR Regulations
Eligible NRI(s) An NRI(s) from such a jurisdiction outside India where it is not unlawful to make an Issue

3
 Term Description
or invitation under this Issue and in relation to whom the Application Form and the Draft
Prospectus will constitutes an invitation to purchase the equity shares.
Agreement dated [●] entered into amongst the Company, Lead Managers, the Registrar
Escrow
and the Banker to the Issue to receive monies from the Applicants through the SCSBs Bank
Agreement
Account on the Designated Date in the Public Issue Account.
Foreign Portfolio Foreign Portfolio Investor as defined under the SEBI (Foreign Portfolio Investors)
Investor / FPIs Regulations, 2014.
The proceeds of the Issue as stipulated by the Company. For further information about use
Issue Proceeds of the Issue Proceeds please see the chapter titled “Objects of the Issue” beginning on page
no. 84 of this Draft Prospectus
This Initial Public Issue of upto 30,00,000 Equity Shares of ₹ 10 each for cash at a price of ₹
Issue/ Issue Size /
[●] (including a Share premium of ₹[●] per Equity Share) per equity share aggregating to ₹
Public Issue/ IPO
[●] lakhs by our Company.
Issue Closing date The date on which the Issue closes for subscription being [●]
Issue Opening
The date on which the Issue opens for subscription being [●]
date
The price at which the Equity Shares are being issued by our Company in consultation
Issue Price with the Lead Managers under this Draft Prospectus being ₹ [●] (including a Share
premium of ₹ [●] per Equity Share) per share.
LM’s / Lead
Lead Managers to the Issue, is ISK Advisors Private Limited
Managers
Unless the context specifies otherwise, this means the Equity Listing Agreement to be
Listing Agreement
signed between our Company and NSE Limited.
The Market lot and Trading lot for the Equity Share is [●] and in multiples of [●] thereafter;
Lot Size
subject to a minimum allotment of [●] Equity Shares to the successful applicants.
Market Maker The Reserved portion of upto 1,52,000 Equity shares of ₹10 each at an Issue Price of ₹ [●]
Reservation (including a Share premium of ₹ [●] per Equity Share) aggregating to ₹ [●] lakhs for
Portion Designated Market Maker in the Public Issue of our Company.
Market Making The Agreement among the Market Maker, the Lead Managers and our Company dated
Agreement January 06, 2024.
A Mutual Fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996, as
Mutual Fund
amended.
The policy on identification of group companies, material creditors and material litigation,
Materiality policy adopted by our Board on December 14, 2023 in accordance with the requirements of the
SEBI ICDR Regulations.
The Net Issue of upto 28,48,000 Equity Shares of ₹ 10 each at ₹ [●] (including a Share
Net Issue
premium of ₹ [●] per Equity Share) per Equity Share aggregating to ₹ [●] by our Company.
All Bidders that are not QIBs, RIBs or Eligible Employees Bidding in the Employee
Non-Institutional
Reservation Portion and who have Bid for Equity Shares, for an amount of more than ₹
Applicant
200,000 (but not including NRIs other than Eligible NRIs)

A person resident outside India, as defined under FEMA and includes Eligible NRIs,
Non-Resident
Eligible QFIs, FIIs registered with SEBI and FVCIs registered with SEBI

Any individual, sole proprietorship, unincorporated association, unincorporated

organization, body corporate, corporation, Company, partnership, limited liability
Person or Persons Company, joint venture, or trust or any other entity or organization validly constituted
and/or incorporated in the jurisdiction in which it exists and operates, as the context
requires.
Prospectus The Prospectus dated [●], to be filed with the RoC containing, inter alia, the Issue opening

4
 Term Description
and closing dates and other information.
Public Issue Account opened with Bankers to the Issue for the purpose of transfer of monies from the
Account SCSBs from the bank accounts of the ASBA Applicants on the Designated Date.
Qualified Foreign Non-resident investors other than SEBI registered FIIs or sub-accounts or SEBI registered
Investors / QFIs FVCIs who meet ‘know your client’ requirements prescribed by SEBI
Qualified
A qualified institutional buyer as defined under Regulation 2(1)(ss) of the SEBI ICDR
Institutional
Regulations
Buyers / QIBs
The Banker(s) to the Issue with whom the Refund Account(s) will be opened, in this case
Refund Bank(s)
being [●]
The agreement dated December 29, 2023 among our Company and the Registrar to the
Registrar
Issue in relation to the responsibilities and obligations of the Registrar to the Issue
Agreement
pertaining to the Issue
Registrar and Registrar and Share Transfer Agents registered with SEBI and eligible to procure
Share Transfer Applications at the Designated RTA Locations in terms of circular No.
Agents/RTAs CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
Registrar/
Registrar to the Registrar to the Issue being Bigshare Services Private Limited
Issue
Retail Individual Individual investors (including HUFs, in the name of Karta and Eligible NRIs) who apply
Investors for the Equity Shares of a value of not more than ₹ 2,00,000
Form used by the Applicants to modify the quantity of the Equity Shares or the Applicant
Amount in any of their ASBA Form(s) or any previous Revision Form(s)

Revision Form QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their
Applications (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail
Individual Applicants can revise their Application during the Issue Period and withdraw
their Applications until Issue Closing Date.
The banks registered with SEBI, offering services,
i. in relation to ASBA where the Application Amount will be blocked by authorising an
SCSB, a list of which is available on the website of SEBI at
Self-Certified [Link]
Syndicate Bank(s) =34 or such other website as updated from time to time, and
/ SCSBs ii. in relation to RIBs using the UPI Mechanism, a list of which is available on the website
of SEBI at
[Link] or
such other website as updated from time to time
TRS / Transaction The slip or document issued by a member of the Syndicate or an SCSB (only on demand),
Registration Slip as the case may be, to the Applicant, as proof of registration of the Application.
Underwriters ISK Advisors Private Limited & Sunflower Broking Private Limited.
Underwriting
The Agreement among the Underwriters and our Company dated January 06, 2024.
Agreement
UPI is an instant payment system developed by the NPCI. It enables merging several
Unified Payments banking features, seamless fund routing & merchant payments into one hood. UPI allows
Interface (UPI) instant transfer of money between any two persons’ bank accounts using a payment
address which uniquely identifies a person's bank a/c.
ID created on Unified Payment Interface (UPI) for single-window mobile payment system
UPI ID
developed by the National Payments Corporation of India (NPCI).
UPI ID Linked Account of the RIIs, Applying in the Issue using the UPI mechanism, which will be
bank account blocked upon acceptance of UPI Mandate request by RIIs to the extent of the appropriate

5
 Term Description
Application Amount and subsequent debit of funds in case of Allotment
Mandate request means a request initiated on the RII by sponsor bank to authorize
UPI Mandate
blocking of funds equivalent to application amount and subsequent debit of funds in case
Request
of allotment
Pursuant to SEBI Circular No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08,
2019, Retail Individual Investors applying in public issue may use either Application
UPI Mechanism
Supported by Blocked Amount (ASBA) process or UPI payment mechanism by providing
UPI ID in the Application Form which is linked from Bank Account of the investor.
UPI PIN Password to authenticate UPI transaction
U.S. Securities Act U.S. Securities Act of 1933, as amended
Working Day All trading days of the Stock Exchange excluding Sundays and Bank holidays in Mumbai.

Technical / Industry related Terms

Term Description
CAGR Compound Annual Growth Rate
CSO Central Statistics Office
CV Commercial Vehicle
EBITDA Earnings Before interest Tax, Depreciation and Amortization
EU European Union
F.Y Financial Year
FDI Foreign Direct Investment
FIPB Foreign Investment Promotion Board
FODP Fiber Optic Distribution Panel
GDP Gross Domestic Products
GST Goods and Services Tax
IMF International Monetary Fund
IPO Initial Public offer
KG Kilo Gram
KM Kilo Metres
KMP Key Managerial Personnel
LED Light Emitting Diode
MoEF Ministry of Environment, Forest and Climate Change
MW Mega Watts
No Number
NPB National Policy on Biofuels
NSGM National Smart Grid Mission
OECD Organisation for Economic Co-operation and Development
OEM Original Equipment Manufacturer
OFC Optical Fiber Cable
RBI Reserve Bank of India
REC Renewable Energy Certificate
ROC Registrar of Companies
RPO Renewable Purchase Obligation
TWh Terawatt-hour
UN United Nations
USD United States Dollar
UT Union Territories

6
Conventional Terms / General Terms / Abbreviations
Term Description
A/c Account
AGM Annual General Meeting
Alternative Investment Fund as defined in and registered with SEBI under the
AIF Securities and Exchange Board of India (Alternative Investments Funds) Regulations,
2012
AS / Accounting
Accounting Standards as issued by the Institute of Chartered Accountants of India
Standards
ASBA Applications Supported by Blocked Amount
AY Assessment Year
CAGR Compound Annual Growth Rate
Category I foreign
FPIs who are registered as “Category I foreign portfolio investors” under the SEBI
portfolio investor(s) /
FPI Regulations
Category I FPIs
Category II foreign
FPIs who are registered as “Category II foreign portfolio investors” under the SEBI
portfolio investor(s) /
FPI Regulations
Category II FPIs
Category III foreign
FPIs who are registered as “Category III foreign portfolio investors” under the SEBI
portfolio investor(s) /
FPI Regulations
Category III FPIs
CDSL Central Depository Services (India) Limited
CFO Chief Financial Officer
CIN Company Identification Number
CIT Commissioner of Income Tax
Client ID Client identification number of the Applicant’s beneficiary account
Unless specified otherwise, this would imply to the provisions of the Companies Act,
2013 (to the extent notified) and /or Provisions of Companies Act, 1956 w.r.t. the
Companies Act
sections which have not yet been replaced by the Companies Act, 2013 through any
official notification.
Companies Act, 1956 The Companies Act, 1956, as amended from time to time
The Companies Act, 2013 published on August 29, 2013 and applicable to the extent
Companies Act, 2013
notified by MCA till date.
CSR Corporate Social Responsibility
CST Central Sales Tax
CY Calendar Year
DIN Director Identification Number
DP Depository Participant, as defined under the Depositories Act 1996
DP ID Depository Participant’s identification
EBITDA Earnings before Interest, Taxes, Depreciation and Amortization
ECS Electronic Clearing System
EGM Extraordinary General Meeting
EMDEs Emerging Markets and Developing Economies
EPS Earnings Per Share
FCNR Account Foreign Currency Non-Resident Account
FDI Foreign Direct Investment
Foreign Exchange Management Act, 1999, read with rules and regulations
FEMA
thereunder
Foreign Exchange Management (Transfer or Issue of Security by a Person Resident
FEMA Regulations
Outside India) Regulations, 2017

7
 Term Description
Foreign Institutional Investors (as defined under Foreign Exchange Management
FIIs (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000)
registered with SEBI under applicable laws in India
FPIs Foreign Portfolio Investors as defined under the SEBI FPI Regulations
FIPB Foreign Investment Promotion Board
“Fugitive economic offender” shall mean an individual who is declared a fugitive
Fugitive economic
economic offender under section 12 of the Fugitive Economic Offenders Act, 2018 (17
offender
of 2018)
Foreign Venture Capital Investors as defined and registered under the SEBI FVCI
FVCI
Regulations
FY / Fiscal / Financial Period of twelve months ended March 31 of that particular year, unless otherwise
Year stated
GDP Gross Domestic Product
GoI/Government Government of India
GST Goods & Services Tax
HNIs High Net worth Individuals
HUF Hindu Undivided Family
IAS Rules Indian Accounting Standards, Rules 2015
ICAI The Institute of Chartered Accountants of India
ICSI Institute of Company Secretaries of India
IFRS International Financial Reporting Standards
IMF International Monetary Fund
Indian GAAP Generally Accepted Accounting Principles in India
Indian Accounting Standards prescribed under section 133 of the Companies Act,
Ind AS
2013, as notified under the Companies (Indian Accounting Standard) Rules, 2015
I.T. Act Income Tax Act, 1961, as amended from time to time
IPO Initial Public Offering
ISIN International Securities Identification Number
KM / Km / km Kilo Meter
Merchant Banker as defined under the Securities and Exchange Board of India
Merchant Banker
(Merchant Bankers) Regulations, 1992
MoF Ministry of Finance, Government of India
MICR Magnetic Ink Character Recognition
MOU Memorandum of Understanding
NA / N. A. Not Applicable
NAV Net Asset Value
NECS National Electronic Clearing Service
NEFT National Electronic Fund Transfer
NOC No Objection Certificate
NRE Account Non-Resident External Account
A person resident outside India, who is a citizen of India or a person of Indian origin,
NRIs and shall have the meaning ascribed to such term in the Foreign Exchange
Management (Deposit) Regulations, 2000
NRO Account Non-Resident Ordinary Account
NSDL National Securities Depository Limited
A company, partnership, society or other corporate body owned directly or
OCB / Overseas indirectly to the extent of at least 60.00% by NRIs including overseas trusts, in which
Corporate Body not less than 60.00% of beneficial interest is irrevocably held by NRIs directly or
indirectly and which was in existence on October 3, 2003 and immediately before

8
 Term Description
such date had taken benefits under the general permission granted to OCBs under
FEMA
p.a. per annum
P/E Ratio Price/Earnings Ratio
PAC Persons Acting in Concert
PAN Permanent Account Number
PAT Profit After Tax
PLR Prime Lending Rate
RBI Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
RoC Registrar of Companies
ROE Return on Equity
RONW Return on Net Worth
Rupees / Rs. / M Rupees, the official currency of the Republic of India
RTGS Real Time Gross Settlement
SCRA Securities Contract (Regulation) Act, 1956, as amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time
SEBI Securities and Exchange Board of India
SEBI Act Securities and Exchange Board of India Act, 1992
Securities and Exchange Board of India (Alternative Investments Funds) Regulations,
SEBI AIF Regulations
2012
Securities and Exchange Board of India (Foreign Institutional Investors) Regulations,
SEBI FII Regulations
1995
Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
SEBI FPI Regulations
2014
Securities and Exchange Board of India (Foreign Venture Capital Investor)
SEBI FVCI Regulations
Regulations, 2000
SEBI ICDR Securities and Exchange Board of India (Issue of Capital and Disclosure
Regulations Requirements) Regulations, 2018
SEBI LODR
Regulations, 2015 / Securities and Exchange Board of India (Listing Obligations and Disclosure
SEBI Listing Requirements) Regulations, 2015 notified on September 2, 2015
Regulations
SEBI SAST Securities and Exchange Board of India (Substantial Acquisition of Shares and
Regulations Takeovers) Regulations, 2011
Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996, as
SEBI VCF Regulations
repealed by the SEBI AIF Regulations
Sec. Section
Securities Act U.S. Securities Act of 1933, as amended
SICA Sick Industrial Companies (Special Provisions) Act, 1985
STT Securities Transaction Tax
Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeover Regulations
Takeovers) Regulations, 2011
TIN Taxpayers Identification Number
TDS Tax Deducted at Source
UPI Unified Payments Interface
US/United States United States of America
USD/ US$/ $ United States Dollar, the official currency of the Unites States of America
VAT Value Added Tax

9
 Term Description
Foreign Venture Capital Funds (as defined under the Securities and Exchange Board
VCF / Venture Capital
of India (Venture Capital Funds) Regulations, 1996) registered with SEBI under
Fund
applicable laws in India.
Wilful Defaulter(s) Wilful defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations

10
 CERTAIN CONVENTIONS; PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions

All references to “India” contained in this Draft Prospectus are to the Republic of India. In this Draft
Prospectus, our Company has presented numerical information in “lakhs” units. One lakh represents
1,00,000.

Financial Data

Unless stated otherwise, the financial data in this Draft Prospectus are derived from our Audited Financial
Statements as on 30th September, 2023 and for the Fiscal Years ended March 31, 2023, 2022 and 2021
prepared in accordance with Indian GAAP and the Companies Act and restated in accordance with the SEBI
Regulations and Guidance Note on “Reports in Company Draft Prospectus (Revised 2019)” issued by ICAI,
as stated in the report of our Statutory Auditor, as set out in the chapter titled “Financial Statements as
Restated” beginning on page no. 178 of this Draft Prospectus. Our Fiscal Year commences on April 1 and
ends on March 31 of the following year. In this Draft Prospectus, any discrepancy in any table, graphs or
charts between the total and the sums of the amounts listed are due to rounding-off.

There are significant differences between Indian GAAP, U.S. GAAP and IFRS. The Company has not
attempted to quantify their impact on the financial data included herein and urges you to consult your own
advisors regarding such differences and their impact on the Company’s financial data. Accordingly, the
degree to which the Indian GAAP financial statements included in this Draft Prospectus will provide
meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting
practices. Any reliance by persons not familiar with Indian accounting practices, Indian GAAP, the
Companies Act and the SEBI Regulations on the financial disclosures presented in this Draft Prospectus
should accordingly be limited. We have not attempted to explain the differences between Indian GAAP,
U.S. GAAP and IFRS or quantify their impact on the financial data included herein, and we urge you to
consult your own advisors regarding such differences and their impact on our financial data.

Any percentage amounts, as set forth in the section titled “Risk Factors”, chapters titled “Our Business” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page nos.
21, 115 and 209 of this Draft Prospectus, respectively, and elsewhere in this Draft Prospectus, unless
otherwise indicated, have been calculated on the basis of our audited financial statements prepared in
accordance with Indian GAAP and the Companies Act and restated in accordance with the SEBI
Regulations.

Currency, Units of Presentation and Exchange Rates

All references to “Rupees”, “Rs.” or “₹” are to Indian Rupees, the official currency of the Republic of India.
All references to “US$” or “US Dollars” or “USD” are to United States Dollars, the official currency of the
United States of America.

This Draft Prospectus may contain conversions of certain US Dollar and other currency amounts into Indian
Rupees that have been presented solely to comply with the requirements of the SEBI Regulations. These
conversions should not be construed as a representation that those US Dollar or other currency amounts
could have been, or can be converted into Indian Rupees, at any particular rate.

11
Definitions

For definitions, please see the Chapter titled “Definitions and Abbreviations” on page no. 1 of this Draft
Prospectus. In the Section titled “Main Provisions of Articles of Association” beginning on page no. 288 of this
Draft Prospectus, defined terms have the meaning given to such terms in the Articles of Association.

Industry and Market Data

Unless stated otherwise, the industry and market data and forecasts used throughout this Draft Prospectus
has been obtained from industry sources as well as Government Publications. Industry sources as well as
Government Publications generally state that the information contained in those publications has been
obtained from sources believed to be reliable but that their accuracy and completeness and underlying
assumptions are not guaranteed and their reliability cannot be assured. Further, the extent to which the
industry and market data presented in this Draft Prospectus is meaningful depends on the reader’s
familiarity with and understanding of the methodologies used in compiling such data. There are no
standard data gathering methodologies in the industry in which we conduct our business, and
methodologies and assumptions may vary widely among different industry sources.

12
 FORWARD-LOOKING STATEMENTS

All statements contained in this Draft Prospectus that are not statements of historical fact constitute
forward-looking statements. All statements regarding our expected financial condition and results of
operations, business, plans and prospects are forward-looking statements. These forward-looking
statements include statements with respect to our business strategy, our revenue and profitability, our
projects and other matters discussed in this Draft Prospectus regarding matters that are not historical facts.
Investors can generally identify forward-looking statements by the use of terminology such as “aim”,
“anticipate”, “believe”, “expect”, “estimate”, “intend”, “objective”, “plan”, “project”, “may”, “will”, “will
continue”, “will pursue”, “contemplate”, “future”, “goal”, “propose”, “will likely result”, “will seek to” or
other words or phrases of similar import. All forward looking statements (whether made by us or any third
party) are predictions and are subject to risks, uncertainties and assumptions about us that could cause
actual results to differ materially from those contemplated by the relevant forward-looking statement.

Forward-looking statements reflect our current views with respect to future events and are not a guarantee
of future performance. These statements are based on our management’s beliefs and assumptions, which in
turn are based on currently available information. Although we believe the assumptions upon which these
forward-looking statements are based are reasonable, any of these assumptions could prove to be
inaccurate, and the forward-looking statements based on these assumptions could be incorrect.

Further the actual results may differ materially from those suggested by the forward-looking statements due
to risks or uncertainties associated with our expectations with respect to, but not limited to, regulatory
changes, our growth and expansion, technological changes, our exposure to market risks, general economic
and political conditions in India and overseas which have an impact on our business activities or
investments, the monetary and fiscal policies of India and other jurisdictions in which we operate, inflation,
deflation, unanticipated volatility in interest rates, foreign exchange rates, equity prices or other rates or
prices, the performance of the financial markets in India and globally, changes in domestic laws, regulations
and taxes, changes in competition in our industry and incidence of any natural calamities and/or acts of
violence. Other important factors that could cause actual results to differ materially from our expectations
include, but are not limited to, the following:

• The COVID-19 pandemic or any future pandemic or widespread public health emergency could
adversely affect our business, results of operations, financial condition and cash flows
• Changes in laws and regulations relating to the sectors/areas in which we operate;
• Increased competition in steel furniture accessories industry.
• Our ability to successfully implement our growth strategy and expansion plans;
• Our ability to meet our further capital expenditure requirements;
• Fluctuations in operating costs;
• Our ability to attract and retain qualified personnel;
• Changes in political and social conditions in India, the monetary and interest rate policies of India and
other Countries;
• Conflict of Interest with affiliated companies, the promoter group and other related parties
• General economic and business conditions in the markets in which we operate and in the local,
regional, national and international economies;
• Changes in government policies and regulatory actions that apply to or affect our business.
• Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;
• The occurrence of natural disasters or calamities;
• Our inability to maintain or enhance our brand recognition;
• Failure to successfully upgrade our products and service portfolio, from time to time;
• Inability to adequately protect our trademarks and
• Changes in consumer demand

13
For further discussions of factors that could cause our actual results to differ, please see the section titled
“Risk Factors”, chapters titled “Our Business” and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” beginning on page nos. 21, 115 and 209 of this Draft Prospectus, respectively.

By their nature, certain risk disclosures are only estimates and could be materially different from what
actually occurs in the future. As a result, actual future gains or losses could materially differ from those that
have been estimated. Forward-looking statements speak only as of this Draft Prospectus. Our Company, our
Directors, the Lead Managers, and their respective affiliates or associates do not have any obligation to, and
do not intend to, update or otherwise revise any statements reflecting circumstances arising after the date
hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to
fruition. In accordance with the SEBI requirements, our Company and the Lead Managers will ensure that
investors in India are informed of material developments until such time as the grant of listing and trading
approvals by the Stock Exchange.

14
 SECTION II OFFER DOCUMENT SUMMARY

A. SUMMARY OF BUSINESS

Vishwas Agri Seeds started its business in the city of Gondal near Rajkot, Gujarat in year 2009. Today
Vishwas Agri Seeds Limited is in the business of processing quality seeds and supplying to farmers via
there distribution network. Our Company sells its seeds under the brand name "Vishwas". Initially
company started seeds processing unit at Plot no. 61 Near Akshar Solar Jamvadi GIDC 2 Gondal-
360311, Gujarat, India. Company closed its operations in Gondal near Rajkot in June 2023. In July 2023,
Company started commercial operations of its own seed sorting & grading unit, warehouse and cold
storage at Unit no. 3 New R.S No. 460, Village: Bhayla, Taluka: Bavla, District: Ahmedabad, Gujarat. The
company is in process of Furnishing its corporate office, setting up is seed testing laboratory and green
house (fan - pad system).

B. SUMMARY OF INDUSTRY

Indian Seed industry is a sub-sector within Agri-input sector of Agriculture and allied industry. Seed is
the primary input in Agriculture, which encapsulates the genetics of Plant variety. At the core of Indian
Seed Industry is Plant variety farming development through conventional plant breeding in the process
of genetic improvement of crops. The seed industry in India size reached US$ 6.3 Billion in 2022.
Looking forward, IMARC Group expects the market to reach US$ 12.7 Billion by 2028, exhibiting a
growth rate (CAGR) of 12.43% during 2023-2028.
(source: Seed Industry in India: Market Trends, Structure, Growth, Key Players and Forecast 2023-2028,
[Link]
india#:~:text=The%20seed%20industry%20in%20India,12.43%25%20during%202023%2D2028.)

C. OUR PROMOTERS

Our Company is promoted by members of Gajera and Suvagia families, Core Promoters Mr. Ashokbhai
Sibabhai Gajera, Mr. Bharatbhai Sibabhai Gajera, [Link] Madhabhai Suvagiya, & Other
Promoters Ms. Ilaben Pareshbhai Patel, Mr. Kalubhai Maganbhai Vekariya, Mr. Maheshbhai Sibabhai
Gajera, [Link] Babulal Suvagiya, Mr. Babubhai Laljibhai Suvagiya, Mr. Rameshbhai Laljibhai
Suvagiya, Mr. Shivlal Veljibhai Bhanderi.

D. THE ISSUE

Public Issue of upto 30,00,000 Equity Shares of ₹ 10 each (“Equity Shares”) of Vishwas Agri. Seeds
Limited. (“VASL” or the “Company”) for cash at a price of ₹ [●] (including a Share premium of ₹ [●] per
Equity Share) per share (the “Issue Price”), aggregating to ₹ [●] lakhs (“the Issue”), of which upto
1,52,000 equity shares of ₹ 10 each for cash at a price of ₹ [●] (including a Share premium of ₹ [●] per
Equity Share) per share will be reserved for subscription by Market Makers to the Issue (the “Market
Maker Reservation Portion”). The Issue less Market Maker Reservation Portion i.e. Issue of upto
28,40,000 equity shares of ₹ 10 each is hereinafter referred to as the “Net Issue”. The Issue and the Net
Issue will constitute 30.00% and 28.48%, respectively of the Post Issue paid up equity share capital of the
Company.

15
E. Object of the Issue

The fund requirements for each of the Object of the Issue are stated as below:
(₹ in lakhs)
% of Amount to be
Estimated total funded
Sr.
Object Amount issue From Net
No.
size Proceeds (F. Y.
2024-25)
Capital expenditure
1
i). To Furnish the Corporate Office building 400.00 [●] 400.00
ii). To purchase Equipments for setting up Seed Testing [●] 150.00
150.00
laboratory
iii) To set-up Greenhouse (Fan-Pad System) 150.00 [●] 150.00
iv) To install Roof Top Solar Monocrystalline Panels [●]
60.00 60.00
(129.6KW)
Total (A) 760.00 [●] 760.00
2 Additional Working Capital Requirement 1100.00 [●] 1100.00
3 General Corporate Purpose [●] [●] [●]
Total (B) [●] [●] [●]
Net Proceeds –Total (A+B) [●] [●] [●]

F. Issue Shareholding of our Promoter and Promoter Group as a percentage of the paid-up share
capital of the Company

Set forth is the Pre-Issue shareholding of our Promoter and Promoter Group as a percentage of the
paid-up share capital of the Company.

No. Name of Shareholder Designation No. of Percen- Relation

Shares tage
A) Gajera Family
1. Mr. Ashokbhai Sibabhai Gajera Managing Director 7,00,000 10% Key Promoter

2. Mr. Bharatbhai Sibabhai Gajera Executive Director 7,00,000 10% Brother of Key
Promoter Ashokbhai
Gajera
3. Mr. Maheshbhai Sibabhai Promoter 7,00,000 10% Brother of Key
Gajera Promoter Ashokbhai
Gajera
4. Mr. Kalubhai Maganbhai Promoter 7,00,000 10% Uncle of Key Promoter
Vekariya Ashokbhai Gajera
5. Mr. Shivlal Veljibhai Bhanderi Promoter 7,00,000 10% -
Sub Total (A) 35,00,000 50%
B) Suvagiya Family
6. Mr. Dineshbhai Madhabhai Executive Director 7,00,000 10% Key Promoter
Suvagiya & CFO
7. Ms. Ilaben Pareshbhai Patel Promoter 7,00,000 10% Sister of Key Promoter
Dineshbhai Suvagiya

16
8. Mr. Babubhai Laljibhai Promoter 7,00,000 10% Uncle of Key Promoter
Suvagiya Dineshbhai Suvagiya
9. Mr. Ketankumar Babulal Promoter 7,00,000 10% Uncle’s son of Key
Suvagiya Promoter Dineshbhai
Suvagiya
10. Mr. Rameshbhai Laljibhai Promoter 7,00,000 10% Uncle of Key Promoter
Suvagiya Dineshbhai Suvagiya
Sub Total (B) 35,00,000 50%
Total (A) + (B) 70,00,000 100%

G. Summary of Restated Financial Statement

( in lakhs)
As on For the year ened March 31
Particulars September 30,
2023 2022 2021
2023
Share Capital 700.00 700.00 80.00 50.00
Reserves & Surplus 1,183.90 732.89 398.75 150.81
Net-Worth 1,883.90 1,432.89 478.75 200.81
Total Revenue 4,247.49 6,532.18 6,485.80 5,382.66
Profit After Tax 451.01 534.14 247.94 116.30
Earnings Per Share
Basic & Diluted (Post Bonus) (Amount in Rs.) 6.44 16.98 9.49 4.65
Net Asset Value Per Share (₹in lakhs) – Based on 26.91
20.47 59.84 40.16
actual no. of equity shares at the end of the year.
Total Borrowings 2,862.87 1,877.88 1,697.17 1,275.08

H. Qualifications by Auditor

There are no audit qualifications which have not been given effect in the restated financial statements.

I. Summary of Outstanding Litigation are as follows

a. Cases against Company

Sr. No. of Amount in dispute/demanded to the

Nature of Case
No. Outstanding cases extent quantifiable (₹ in lakhs)(1)
1. Litigation against our Company
(a) Direct Tax Liabilities NIL NIL
(b) Indirect Tax Liability (Central NIL NIL
Excise)
2. Civil Case for Recovery of Dues NIL NIL
3. Criminal Case for Cheque Return NIL NIL

17
 b. Cases by Company

Details and Amount in

Sr. No. of
Nature of Case dispute/demanded to the extent
No. Outstanding cases
quantifiable (₹ in lakhs)(1)
1. Litigation filed by our Company
(a) Direct Tax Liabilities NIL NIL
(b) Indirect Tax Liability (Central NIL NIL
Excise)
2. Civil Case for Recovery of Dues NIL NIL
3. Criminal Case for Cheque Return NIL NIL

c. Cases by our Director

Sr. No. of Amount in dispute/demanded to the

Nature of Case
No. Outstanding cases extent quantifiable (₹ in lakhs)(1)
1. Civil / Criminal Case for NIL NIL

d. Cases by our Promoter

Sr. No. of Amount in dispute/demanded to the

Nature of Case
No. Outstanding cases extent quantifiable (₹ in lakhs)(1)
1 Civil Case for NIL NIL
2. Criminal Case for NIL NIL

For further details in relation to legal proceedings involving our Company, Subsidiaries, Promoters and
Directors, refer chapter titled “Outstanding Litigation and Other Material Developments” page no.220
of this Draft Prospectus.

J. Reference to Risk Factor

Investors should read chapter titled “Risk Factors” beginning on page no. 21 of this Draft Prospectus to
get a more informed view before making any investment decisions.

K. Summary of contingent liabilities

Summary table of our contingent liabilities as indicated in our Restated Financial Statements and also
certified by our statutory auditors is as follows:
(₹ in lakhs)
As at
Particulars
30/09/2023 31/03/2023 31/03/2022 31/03/2021
Claim against the Company not acknowledged
as debt :

Guarantee given for credit facility availed by Vraj

620.00 NIL NIL
Hybrid Seeds Limited from HDFC Bank Limited 620.00
For further information, please refer of Financial Information on page no. 207 of this Draft Prospectus

18
L. Summary of related party transactions

Our Company has entered into certain transactions with our related parties including our Promoters,
Promoter Group, Directors and their relatives as mentioned below:
(₹ in lakhs)
As on For the year ended March 31,
September
Particulars
30, 2023 2022 2021
2023
1) Unsecured Loan
Opening 20.06 328.39 127.12 129.41
Loan Taken in Current F.Y. 112.5 129.12 237.79 2.00
Repayment of loan in Current F.Y. 35.14 437.45 36.52 4.29
Closing balance 97.42 20.06 328.39 127.12
2) Salary
Relative of KMP 10.92 41.87 13.31 11.13
Key Managerial Personnel Other Than Md/Manager/Wtd - - - -
3) Rent
Relative Of KMP - - - -
Key Managerial Personnel Other Than Md/Manager/Wtd - - - -
4) Dividend - - - -
5) Issue of Bonus Shares
No. of Shares - 20,00,000 - -
Amount(₹) - 2,00,00,000/- - -

For further information, please refer of Financial Information on page no. 207 of this Draft Prospectus

M. Financial Arrangement

There are no financing arrangements whereby the Promoter Group, the Directors of our Company who
are the Promoters of our Company, and their relatives have financed the purchase by any other person
of securities of our Company during the period of 6 (six) months immediately preceding the date of this
Draft Prospectus.

N. weighted average price of acquisition of Equity Shares by our Promoters in last one year

The weighted average price of acquisition of Equity Shares by our Promoters in last one year is:

Sr. No. No. of Equity Shares

Promoter Average cost (₹)
Acquired in the last one year
1 Ashokbhai Shibabhai Gajera 6,00,000 6.67
2 Babulal Laljibhai Suvagiya 6,50,000 6.92
3 Bharatbhai Shibabhai Gajera 6,00,000 6.67
4 Dineshbhai Madhabhai Suvagiya 6,00,000 6.67
5 Ilaben Pareshbhai Patel 6,00,000 6.67
6 Kalubhai Maganbhai Vekaria 6,00,000 6.67
7 Ketankumar Babulal Suvagiya 6,50,000 6.92
8 Maheshbhai Shibabhai Gajera 6,00,000 6.67
9 Rameshbhai Laljibhai Suvagiya 6,50,000 6.92
10 Shivlalbhai Veljibhai Bhanderi 650000 6.92

19
 Note: For further details refer chapter titled “Capital Structure” beginning on page no. 62 of this Draft
Prospectus.

O. Average cost of acquisition of Equity Shares by our Promoters

The average cost of acquisition of Equity Shares by our Promoters is:

Sr. Promoter Average cost

no (₹)
1. Mr. Ashokbhai Sibabhai Gajera 7.14
2. Mr. Bharatbhai Sibabhai Gajera 7.14
3. Mr. Dineshbhai Madhabhai Suvagiya 7.14
4. Ms. Ilaben Pareshbhai Patel 7.14
5. Mr. Kalubhai Maganbhai Vekariya 7.14
6. Mr. Maheshbhai Sibabhai Gajera 7.14
7. Mr. Ketankumar Babulal Suvagiya 7.14
8. Mr. Babubhai Laljibhai Suvagiya 7.14
9. Mr. Rameshbhai Laljibhai Suvagiya 7.14
10. Mr. Shivlal Veljibhai Bhanderi 7.14

P. Details of Pre-Issue Placement

Our Company does not contemplate any issuance or placement of Equity Shares from the date of this
Draft Prospectus till the listing of the Equity Shares.

Q. Issuance of equity shares for consideration Other than cash in the last one year

Equity Shares for consideration other than cash in last one year:

Except as mentioned below, our Company has not issued any Equity Shares in the year preceding the
date of this Draft Prospectus, which may be at a price lower than the Offer price.

No. Of Benefits
Date Of Equity Face Issue Nature of Accrued to the
Allotted Person
Allotment Shares Value (₹) Price(₹) Allotment Company
Allotted
Bonus 10 Capitalization of
30-03-2023 20,00,000 10/- N.A.
Issue Reserves

Note: For further details regarding issuance of shares, please refer section titled “Capital Structure”
beginning on Page No.62 of this Draft Prospectus

R. Split/Consideration of Equity shares in the last one year

Our Company has not undertaken a split or consolidation of the Equity Shares in the one year
preceding the date of this Draft Prospectus.

20
 SECTION III
RISK FACTORS

An investment in Equity Shares involves a high degree of financial risk. You should carefully consider all information
in this Draft Prospectus, including the risks described below, before making an investment in our Equity Shares. The
risk factors set forth below do not purport to be complete or comprehensive in terms of all the risk factors that may arise
in connection with our business or any decision to purchase, own or dispose of the Equity Shares. This section
addresses general risks associated with the industry in which we operate and specific risks associated with our
Company. Any of the following risks, as well as the other risks and uncertainties discussed in this Draft Prospectus,
could have a material adverse effect on our business and could cause the trading price of our Equity Shares to decline
and you may lose all or part of your investment. In addition, the risks set out in this Draft Prospectus are not
exhaustive. Additional risks and uncertainties, whether known or unknown, may in the future have material adverse
effect on our business, financial condition and results of operations, or which we currently deem immaterial, may arise
or become material in the future. To obtain a complete understanding of our Company, prospective investors should
read this section in conjunction with the sections entitled “Our Business‟ and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations‟ on page nos. 115 and 209 of this Draft Prospectus
respectively as well as other financial and statistical information contained in this Draft Prospectus. Unless otherwise
stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the financial or other
risks mentioned herein.

This Draft Prospectus also contains forward-looking statements that involve risks and uncertainties. Our results could
differ materially from those anticipated in these forward-looking statements as a result of certain factors, including
events described below and elsewhere in this Draft Prospectus. Unless otherwise stated, the financial information used
in this section is derived from and should be read in conjunction with restated financial information of our Company
prepared in accordance with the Companies Act and restated in accordance with the SEBI (ICDR) Regulations,
including the schedules, annexure and notes thereto.

Materiality

The Risk factors have been determined on the basis of their materiality. The following factors have been
considered for determining the materiality.

1. Some events may have material impact quantitatively;

2. Some events may have material impact qualitatively instead of quantitatively.
3. Some events may not be material individually but may be found material collectively.
4. Some events may not be material at present but may be having material impact in future.

INTERNAL RISK FACTORS

1. Our operations are subject to high working capital requirements. Our inability to maintain an optimal
level of working capital required for our business may impact our operations adversely.

Our business requires significant amount of working capital and major portion of our working capital
is utilized towards accounts receivable and inventories.

Our accounts receivable collection cycle is fairly long as a result of the nature of our business and
operations. This makes our business more susceptible to market downturns and client credit risk.

Our growing scale and expansion, if any, may result in increase in the quantum of current assets. Seed
production requires various raw materials including foundation seeds as well as other key inputs such
as pesticides, fertilisers and electricity.

21
 Our accounts receivable as at the end of the Fiscal period 2023, 2022 and 2021 stood at Rs. 1,944.56
Lakhs, Rs. 1,062.16 Lakhs and Rs. 761.55 Lakhs which constituted 51.09%, 36.78% and 37.59% of the
total current assets respectively. Also, our inventories as at the end of the Fiscal period 2023, 2022 and
2021 stood at Rs. 1345.03 Lakhs, Rs. 1794.43 Lakhs and Rs. 1241.87 Lakhs which constituted 35.34%,
62.13% and 61.30% of the total current assets respectively.

Our inability to maintain sufficient cash flow, credit facility and other sourcing of funding, in a timely
manner, or at all, to meet the requirement of working capital or pay out debts, could adversely affect
our financial condition and result of our operations.

2. Our Company has provided corporate guarantees to HDFC Bank for the loans availed by our Group
Company, Vraj Hybrid Seeds Limited. In the event any of our Group Company default on any of the
loans availed, our Company will be liable for the repayment obligations.

Our Company has extended certain corporate guarantees for securing the credit facilities availed by Vraj
Hybrid Seeds Limited, our Group Company from HDFC Bank via sanction letter dated. 22.06.2022. The
table below sets out the details of the corporate guarantees extended by our Company in relation to the
facilities availed by Vraj Hybrid Seeds Limited:

Particulars Guarantee Obligations Period of Financial Security Consideration

amount as on on our guarantee implications available
September 30, Company on the
2023 Company in
(in ₹ Lakhs) case of
default
Loan 6,20,00,000/- Our As Our As per the Payment of
availed Company mentioned Company facility interest,
from HDFC has in Sanction has agreement charges and
Bank by undertaken Letter and undertaken signed commission
Vraj Hybrid the modified the between are as per the
Seeds repayment time to time repayment in group conditions
Limited in case of case of company mentioned in
Via sanction default by default by and the the sanction
letter dated. the the group bank letter.
22.06.2022 group company to
company to fulfil the
fulfil repayment
the obligations.
repayment
Obligations.

22
3. Our Group Company and Promoter Group entity is engaged in the similar line of business as of our
Company. There are no non - compete agreements between our Company and such entities. We cannot
assure that our Promoter will not favour the interests of such entities over our interest or that the said
entity will not expand which may increase our competition and may adversely affect business
operations and financial condition of our Company.

Our Group Company, namely Vraj Hybrid Seeds Limited, Krushikar Farmers Producer Co. Limited, are
engaged inter-alia in the business of agriculture seeds, which is similar line of business as of our
Company.

For the Financial Years 2023, 2022 and 2021, our sale of products to such related parties are as follows:-

% of total
Financial Year Transaction Type Name of Company Amount (Rs.) Revenue
2020-21 Sales Vraj Agri seeds Limited 1,76,56,025/- 3.28%
2021-22 Sales Vraj Agri seeds Limited 6,90,98,283/- 10.65%
2022-23 Sales Vraj Agri seeds Limited 4,67,48,257/- 7.16%

For the Financial Years 2023, 2022 and 2021, our purchase of products from such related parties are as
follows
% of total
Financial Year Transaction Type Name of Company Amount (Rs.) Purchase
2020-21 Purchase Vraj Agri seeds Limited 20,300/- 0.00%
2021-22 Purchase Vraj Agri seeds Limited 1,14,31,009/- 2.03%
2022-23 Purchase Vraj Agri seeds Limited 1,78,85,426/- 4.15%
Krushikar Farmers
2020-21 Purchase Producer Co. Ltd 0.00/- 0.00%
Krushikar Farmers
2021-22 Purchase Producer Co. Ltd 13,11,67,553/- 23.31%
Krushikar Farmers
2022-23 Purchase Producer Co. Ltd 4,79,41,308/- 11.12%

We have not entered into any non-compete agreement with the said entities. We cannot assure that our
Promoters who have common interest in said entities will not favour the interest of the said entities. As
a result, conflicts of interests may arise in allocating business opportunities amongst our Company and
aforesaid entities in circumstances where our respective interests diverge. In cases of conflict, our
Promoter may favour other entities in which our Promoter has interests. There can be no assurance that
our Promoters will not compete with our existing business or any future business that we may
undertake or that their interests will not conflict with ours. Any such present and future conflicts could
have a material adverse effect on our reputation, business, results of operations and financial condition
which may adversely affect our profitability and results of operations.

4. We are highly dependent on the sale of Groundnut seeds & Cumin seeds our business is exposed to risks
related to product concentration, which could materially and adversely affect our business, financial
condition, results of operations, and prospects.

The sale of Groundnut seeds is the largest contributor towards our total revenue, and contributed
58.03%, 46.82%, % and 60.45% & 37.11% to our revenue from operations in period ended September 30,
2023, Fiscal 2023, Fiscal 2022 and Fiscal 2021, respectively. The Sale of Cumin seeds is the second largest
contributor towards our total revenue, and contributed 25.47%, 25.51%, % and 3.78% & 13.31% to our
revenue from operations in period ended September 30, 2023, Fiscal 2023, Fiscal 2022 and Fiscal 2021,

23
 respectively, As a result, our business is exposed to risks related to product concentration. Our inability
to produce sufficient quantities of our existing products in a timely manner or at all, our failure to
develop new products that meet the evolving demands of our end consumers or to obtain the regulatory
approvals for such products, the development of successful products by our competitors and general
economic conditions. We cannot assure you that the performance of our groundnut seeds will continue
to meet our customers’ expectations. In addition, our business, financial condition, results of operations
and prospects could be materially and adversely affected if one or more of these uncertainties or
disruptions occur.

5. There are no outstanding legal proceedings on the date of this draft prospectus involving our Company,
however there may be possible litigation which may adversely affect our business, financial condition
and results of operations.

There are no proceedings pending at any levels of adjudication before various courts, enquiry officers
and appellate forums. Possible litigation proceedings could divert management’s time, attention and
consume financial resources in their defence. Further, an adverse judgment in any possible proceedings
may have an adverse impact on our business, financial condition, and results of operations. A summary
of the outstanding proceedings involving our Company as disclosed in this draft Prospectus:

Name of Entity/ Promoter/ Criminal Tax Actions by Civil /Other

Director Proceedings/ Proceedings/ statutory or Litigations/
Aggregate Aggregate regulatory Aggregate
amount amount authorities/ amount
involved involved Aggregate involved
amount
involved
Company
By our Company NIL NIL NIL NIL
Against our Company NIL NIL NIL NIL
Directors/Promoters/Company
By our directors NIL NIL NIL NIL
Against our directors NIL NIL NIL NIL
/promoters/company

If any possible claims may be determined against us, there can be a material adverse effect on our
reputation, business, financial condition and results of operations, which could adversely affect the
trading price of our Equity Shares. For the details of the cases filed by and against our Company,
Promoters and Directors please refer to the chapter titled “Outstanding Litigations and Material
Developments” beginning on page no. 220 of this Draft Prospectus.

6. Our business is seasonal in nature and therefore our results of operations for any quarter in a given
year may not, therefore, be comparable with other quarters in that year.

Our business is seasonal in nature and as a result, our operating results may fluctuate. Since our
business is influenced by the traditional crop season in India, our production as well as the demand for
our products may be affected by seasonal factors such as weather conditions, irrigation facilities,
availability of credit to farmers and overall agricultural production. For example, weak rainfall during a
particular year may result in lower than normal area under cultivation for certain crops and this may
affect overall agricultural production in India. Consequently, the results of one reporting period may
not be necessarily comparable with the preceding, succeeding or corresponding reporting periods. Our
revenues recorded during planting and harvesting seasons are typically lower as compared to revenues

24
 recorded during the periods preceding these crop seasons. During periods of low sales activity, we
continue to incur substantial operating expenses in connection with, among other things, product
promotion expenses which are not reduced significantly during such periods, while our revenues
remain reduced. We also experience significant fluctuations in our working capital requirements during
the planting and harvesting cycles.

We have experienced, and expect to continue to experience, significant variability in our total revenue,
operating cash flows, operating expenses and net revenues on a quarterly basis. In particular, our sales
during the first quarter i.e., between the months of April and June, are significantly greater than sales
recorded during any other quarterly period as sale of groundnut seeds and other kharif season crops are
generally shown during this period. Similarly, our sales during the first half (i.e., between the months of
April and September) are significantly greater than our sales during the second half (i.e., between the
months of October and March). The seasonality of our business and its impact may cause fluctuations in
our result of operations and financial conditions.

7. Our inability to predict accurately the demand for our products and to manage our production and
inventory levels could materially and adversely affect our business, financial condition, results of
operations and prospects.

We sell our seed products primarily to dealers, who in turn sell the products primarily to farmers, who
are our end consumers. We monitor our inventory levels at different stages of our supply chain based
on our own estimates of future demand for our products. Because of the length of time necessary to
produce commercial quantities of seeds, we are typically required to make production decisions a year
in advance of sales. Our end consumers generally make purchasing decisions for our products based on
market prices, economic and weather or climatic conditions and certain other factors that we or our
dealers may not be able to anticipate accurately in advance. Demand for our products may also be
affected by factors such as irrigation facilities, availability of credit, overall agricultural production,
farmers’ ability to generate income from their produce. Any negative change in preferences of our end
consumers for our products could result in reduced demand for our products.

An inaccurate forecast of demand for any of our products can result in the unavailability of seeds that
are in high demand, which may adversely affect our results of operations, customer relationships and
market share. Conversely, an inaccurate forecast of demand or return of our products can also result in
a surplus of seeds, which may increase storage and other related costs, negatively impact cash flows,
reduce the quality of inventory, erode margins substantially and may ultimately result in write-offs of
inventory, any of which circumstances could materially and adversely affect our business, financial
condition, results of operations and prospects. These factors could result in lower revenue or operating
margins and in turn, materially and adversely affect our business, financial condition, results of
operations and prospects.

8. Substantial portion of our revenues has been dependent upon few customers and dealers. The loss of any
one or more of our major customers or dealers would have a material adverse effect on our business,
cash flows, results of operations and financial condition.

As per our current nature of business model, our company generate majority of our revenue from top 5
Customers and dealers. Top five customers and dealer of our company for the period ended on
September 30, 2023 contributed for 9,54,79,562 (22.57% of Total Revenue) while for the financial year
ended 2022‐23, 2021‐22 and 2020‐21 contributed for 12,91,25,100/‐(19.77% of Total Revenue),
11,42,20,521/-(17.61% of Total Revenue), 4,80,44,838/- (8.93% of Total Revenue) respectively for all three
years of our sales. Although, we believe that we will not face substantial challenges in maintaining our
business relationship with them or finding new customers or dealers, we cannot assure that we shall

25
 generate the same quantum of business, or any business at all, and the loss of business from one or
more of them may adversely affect our revenue and operations. However, the composition and
revenue generated from their customers might change as we continue to add new customers in the
normal course of business.

The details of the same is mentioned in the table below:

Particulars September 30, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Top 1 Customers (%) 12.12% 7.16% 10.65% 3.28%
Top 3 Customers (%) 18.24% 8.82% 12.12% 4.71%
Top 5 Customers (%) 22.57% 19.77% 17.61% 8.93%

In addition, we are exposed to payment delays and/or defaults by our major customers or dealer and
our financial position and financial performance are dependent on the creditworthiness of our
customers. There is no guarantee that all or any of our customers or dealers will honor their outstanding
amounts in time and whether they will be able to fulfill their obligations, due to any financial
difficulties, cash flow difficulties, deterioration in their business performance, or a downturn in the
global economy. If such events or circumstances occur from all or any of our major customer, our
financial performance and our operating cash flows may be adversely affected.

9. Term Loans availed by Our Company have been secured on personal guarantees of our Directors and
create charge over our immovable and movable properties in respect of finance availed by us.

We have secured our lenders by creating a charge over our movable and immovable properties in
respect of Term Loan & working loan availed by us from lenders. Our Promoters Ms. Ilaben Pareshbhai
Patel, Mr. Ketankumar Babulal Suvagiya, Mr. Maheshbhai Sibabhai Gajera, Mr. Shivlal Veljibhai
Bhanderi, Mr. Kalubhai Maganbhai Vekariya, Mr. Bharatbhai Sibabhai Gajera & Mr. Dineshbhai
Madhabhai Suvagiya have provided personal guarantee to secure a significant portion of our existing
borrowings taken from the banks and may continue to provide such guarantees and other security post
listing. In case of a default under our loan agreements, any of the personal/corporate guarantees
provided by the aforesaid may be invoked which could negatively impact their reputation and net
worth. Also, we may face certain impediments in taking decisions in relation to our Company, which in
turn would result in a material adverse effect on our financial condition, business, results of operations
and prospects and would negatively impact our reputation.

We have secured loan/Credit Facilities outstanding debt of ₹2760.42 Lakhs as on September 30, 2023 and
we have secured our lenders by creating charge over our movable and immovable properties. In the
event we default in repayment of the loans availed by us and any interest thereof, our properties may be
forfeited by lenders.

For further information on the financing and loan agreements along with the total amounts outstanding
and the details of the repayment schedule, please refer to chapter “Statement of Financial Indebtedness”
beginning on page 218 of this Draft Prospectus.

10. Our company may incur penalties or liabilities for non-compliance or delay in compliance with certain
provisions of GST Act, Income tax Act, Companies Act and other applicable laws in the last Three
years and in stub period.

Our company has incurred penalties or liabilities for non-compliance or delay with compliance with
certain provisions including lapsed/ made delay in certain filings and/or erroneous filing/non-filing of e-

26
forms under applicable acts in the past years. Such non-compliance or delay with compliance with
certain provisions including lapsed/ made delay in certain filings and/or erroneous filing/non-
registration may incur penalties or liabilities which many affect the results of operations and financial
conditions of the company in near future. The details of late filing in past years are given below:
Financial Return Type Return Due date Filling Date Delayed
Year Period No. of days
GST ACT
2020-21 GSTR-1 April 11/05/2020 24/06/2020 44
May 11/06/2020 27/06/2020 16
June 11/07/2020 30/07/2020 19
July 11/08/2020 27/08/2020 16
Sep 11/10/2020 13/10/2020 2
Oct 11/11/2020 21/11/2020 10
Nov 11/12/2020 20/12/2020 9
Dec 11/01/2021 21/01/2021 10

2021-22 GSTR-1 April 11/05/2021 17/05/2021 6

May 11/06/2021 25/06/2021 14
June 11/07/2021 21/07/2021 10
July 11/08/2021 13/08/2021 2
April 11/05/2021 17/05/2021 6
May 11/06/2021 25/06/2021 14

2022-23 GSTR-1 Nov 01/12/2022 09/12/2022 8

2020-21 GSTR-3B April 11/05/2020 24/06/2020 44

May 20/06/2020 27/06/2020 7
July 20/08/2020 27/08/2020 7
Oct 20/11/2020 21/11/2020 1

2021-22 GSTR-3B April 20/05/2021 21/05/2021 1

May 20/06/2021 30/06/2021 10
June 20/07/2021 21/07/2021 1

2022-23 GSTR-3B Nov 01/12/2022 20/12/2022 19

TDS Return
2020-21 Form 27EQ Qtr-3 15/01/2021 16/01/2021 1

2022-23 Form 24Q Qtr-2 31/10/2022 02/11/2022 2

Form 26Q Qtr-2 31/10/2022 02/11/2022 2

2023-24 Form 24Q Qtr-1 31/07/2023 07/08/2023 7

27
 Financial Form Type Due Date AOC-4 MGT-7
Year Date of filling / Date of filling / No. of
No. of days Delay days Delay
2022-23 AOC-4 30-10-2023 25-11-2023 04-12-2023
MGT-7 29-11-2023 (26 Days) (5 DAYS)
2021-22 AOC-4 30-10-2022 7/11/2022 19/11/2022
MGT-7 29-11-2022 (8 DAYS) (IN TIME)
2020-21 AOC-4 30/12/2021 15/12/2021 16/01/2022
MGT-7 29/01/2022 (IN TIME) (IN TIME)

It cannot be assured, that there will not be such instance in the future, or our company will not commit
any further delays or defaults in relation to its statutory filing requirements, or any penalty or fine will
not be imposed by any regulatory authority in respect to the same. The happening of such event may
cause a material effect on our financial results and operational position.

11. We rely on third-party farmers who assist us in growing seeds (the “Seed Growing Farmers”) to produce our
seeds, and any problems with such Seed Growing Farmers may negatively affect our sales, cash flows from
operations and results of operations, and may further expose us to reputational risk.

We generally undertake our seed production through contractual arrangements with certain selected
Seed Growing Farmers during every crop season. We provide these Seed Growing Farmers with the
required farm inputs and closely manage their activities during all stages of seed production. However,
our arrangements with these Seed Growing Farmers carry risks that they may have economic or other
interests that are inconsistent with our interests. They may take actions that are contrary to our
instructions or requests, or may be unable or unwilling to fulfill their obligations, especially those that
relate to timely delivery of the produce. Under the provisions of the Protection of Plant Varieties and
Farmers’ Rights Act, 2001 (the “PPV & FR Act”), farmers may be entitled to statutory protection, thereby
enabling farmers to save, use, sow, re-sow, exchange, share or sell their farm produce in any manner
they want and we may not be able to enforce provisions in our agreements with such Seed Growing
Farmers to restrict them from doing so. Further, any failure by us to monitor closely the activities of our
Seed Growing Farmers could expose our crops to risks related to genetic contamination, disease or pest
infestation and other types of problems that could affect the quality of our seeds. While we have had
long-term relationships with several of our Seed Growing Farmers who are now familiar with our
quality standards and other parameters, we do not have long-term contracts with our Seed Growing
Farmers and cannot assure you that such Seed Growing Farmers will continue to work with us on
expiry of the relevant contract period.

12. We are heavily dependent on our Promoters and Key Managerial Personnel for the continued success of
our business through their continuing services and strategic guidance and support.

Our success heavily depends upon the continued services of our Promoters and Key managerial
personnel, particularly, Mr. Ashokbhai Sibabhai Gajera, Mr. Dineshbhai Madhabhai Suvagiya and Mr.
Bharatbhai Sibabhai Gajera. We also depend significantly on our Key Managerial Persons for executing
our day to day activities. The loss of any of our Promoter and Key Management Personnel, or failure to
recruit suitable or comparable replacements, could have an adverse effect on us. The loss of service of
the Promoters and other senior management could seriously impair the ability to continue to manage
and expand the business efficiently. If we are unable to retain qualified employees at a reasonable cost,
we may be unable to execute our growth strategy. For further details of our Directors and key
managerial personnel, please refer to Section “Our Management” on page 115 of this Draft Prospectus.

28
13. We have incurred indebtedness which exposes us to various risks which may have an adverse effect on
our business and results of operations.

Our ability to borrow and the terms of our borrowings will depend on our financial condition, the
stability of our cash flows, general market conditions, economic and political conditions in the markets
where we operate and our capacity to service debt. As on September 30, 2023, our total outstanding
indebtedness was ₹ 2906.38 lakhs, out of which 2760.41 Lakhs was secured and balance of Rs.102.45
Lakhs unsecured.

Our significant indebtedness in future may result in substantial amount of debt service obligations
which could lead to:

1. Increasing our vulnerability to general adverse economic, industry and competitive conditions;
2. Limiting our flexibility in planning for, or reacting to, changes in our business and the industry;
3. Affecting our credit rating;
4. Limiting our ability to borrow more money both now and in the future; and
5. Increasing our interest expenditure and adversely affecting our profitability.

If the loans are recalled on a short notice, we may be required to arrange for funds to fulfil the
necessary requirements. The occurrence of these events may have an adverse effect on our cash flow
and financial conditions of the company. For further details regarding our indebtedness, see
“Statement of Financial Indebtedness” on page no. 218 of this Draft Prospectus.

14. Weather conditions, crop diseases and pest attacks could adversely affect the production of our seed products,
as well as the demand for our seed products, which may adversely affect our business, financial condition,
results of operations and prospects.

Our seed production activities and the Indian seeds industry are subject to substantially all the risks
faced by the agriculture industry in India. Crop yields depend significantly on the absence of any crop
disease or pest attacks and favourable weather conditions such as adequate rainfall and temperature,
which vary from location to location. Adverse weather conditions such as windstorms, flood, drought
or frost may cause crop failures and reduce harvests, which may adversely affect our operations.
However, results of changes in weather and climatic conditions are difficult to predict and may affect
crop planning and timing. In addition to factors such as soil quality and the use of fertilisers, weather
conditions may also affect the presence of diseases and pests. Any of these factors may adversely affect
our production of seeds. As we are obliged to pay our Seed Growing Farmers a mutually agreed
compensation regardless of the seed yield, we bear the risks associated with bad weather and climatic
conditions. Furthermore, if crop diseases and pests develop resistance to our products, this could
adversely affect our Seed Growing Farmers’ crop yields. Additionally, we cannot assure you that
adverse weather patterns in the future or potential crop diseases will not affect our ability to produce
the desired quality or quantity of products to meet demand and in turn, their pricing. Any of these
factors, or a combination thereof, can adversely affect the quality of our seeds, yield and inventory
levels, could increase our cost of operations, strain our operating margins and reduce our operating
revenue, which could materially and adversely affect our business, financial condition, results of
operations and prospects.

15. Actual or alleged claims relating to defective or low-quality products could materially and adversely
affect our business, financial condition, results of operations, reputation and prospects.

Although our seeds undergo extensive quality checks, they may still contain defective or undesired
characteristics that may be difficult to detect prior to their sale and use. Further, our seeds may be

29
 subject to contamination by external sources over which we may have little, if any, or no control. In
particular, we have limited control of the handling and storage of our seed products once these products
have been sold to our dealers and farmers. Any defects in our products, whether through our own fault
or the fault of a third party, such as a dealers, could result in losses to farmers, which may include the
value of lost crops and any claims for such losses could greatly exceed the value of the seeds that we
sell, and could adversely affect our market reputation.

Further, the Seeds Act 1966, the Seeds Rules 1968 and the Seeds (Control) Order 1983 (the “Central
Seeds Statutes”) prescribe stringent standards in relation to the quality and reliability of seeds, which
are implemented and enforced by various central or state government authorities. Although we believe
we take appropriate storage and handling precautions, our seeds are biological products which may
deteriorate naturally over time as a result of natural biological processes. In the event the seeds sold by
us or by our dealers are defective, contaminated or substandard for any reason, including due to human
errors at any stage of seed processing or conditioning, a large number of farmers may experience crop
failures and government or regulatory authorities, individual farmers and other representative groups
may pursue claims or actions against us.

16. We have in the past entered into related party transactions and may continue to do so in the future.
There can be no assurance that such transactions, individually or in the aggregate, will not have an
adverse effect on our Company’s financial condition and results of operations.

Our Company has entered into various transactions with our Directors, Group companies, Promoters
and Promoter Group members/entities. These transactions, inter-alia includes, sales, purchase,
remuneration and loans and advances etc.

We have entered into certain transactions with related parties and are likely to continue to do so in the
future. For the Financial Years 2023, 2022 and 2021, our sale of products to related parties was Rs. 428.06
lakhs, Rs. 693.50 lakhs and Rs. 3.29 lakhs respectively, constituting 6.55 %, 10.69 %, and 0.06% of our
total revenue from operation, respectively.

Further, For the Financial Years 2023, 2022 and 2021, the aggregate total of purchases from related
parties were Rs. 668.16 lakhs, Rs.1448.06 lakhs, and Rs. 12.39 lakhs respectively, constituting 15.50 %,
25.73 %, and 0.26% of our total purchase respectively.

For details, please refer to Annexure IX - Related Party Transactions” under Section titled “Financial
Information of the Company” and Chapter titled “Capital Structure” beginning on page no. 178 and 62
respectively of this Draft Prospectus. Our Company has entered into such transactions due to easy
proximity and quick execution. While we believe that all such transactions have been conducted on an
arm’s length basis and in the ordinary course of business, there can be no assurance that we could not
have achieved more favourable terms had such transactions not been entered into with related parties.

Furthermore, it is likely that we may enter into related party transactions in the future. Any future
transactions with our related parties could potentially involve conflicts of interest. Accordingly, there
can be no assurance that such transactions, individually or in the aggregate, will not have a material
adverse effect on our business, financial condition, cash flows, results of operations and prospects.

17. Some of the statutory approvals by our Company are required to be transferred in the name of
“Vishwas Agri Seeds Ltd.” from “Vishwas Agri Seeds Pvt. Ltd.”, pursuant to conversion from private
limited to public limited company. Any failure to obtain and renew them or failure to transfer them in
name of “Vishwas Agri Seeds Ltd.” in a timely manner may affect our business operations.

30
 Our Company is in the process of updating some of its certificates/ licenses with respect to the details
of our offices or updating of its name from “Vishwas Agri Seeds Pvt. Ltd.” to “Vishwas Agri Seeds
Ltd.” after the conversion. For more information on the licenses obtained by our Company and the
licenses applied for by our Company, please refer chapter titled "Government and other Key
Approvals" beginning on page no. 224 of this Draft Prospectus and the property owned by our
company are mentioned in chapter titled “Our Business” beginning on page no. 115 of the Draft
Prospectus.

18. Our Company operates under several statutory and regulatory permits, licenses and approvals. Our
inability to obtain, renew or maintain the statutory and regulatory licenses, permits and approvals
required to operate our business may have an adverse effect on our business & operations.

We require various statutory and regulatory licenses, permits and approvals to operate our business.
We need to make compliance and applications at appropriate stages of our business to continue our
operations. There can be no assurance that the relevant authorities will issue these approvals or licenses,
or renewals thereof in a timely manner, or at all. Further any default by our Company in complying
with the same may result in the cancellation of such licenses, approvals or registrations which may
adversely affect our operations and financial strength.

Further, certain licenses and registrations obtained by our Company contain certain terms and
conditions, which are required to be complied by us. Any default by our Company in complying with
the same, may result in inter alia the cancellation of such licenses, consents, authorizations and/or
registrations, which may adversely affect our operations. There can be no assurance that the relevant
authorities will issue or renew any of such permits or approvals in time or at all. Failure to renew,
maintain or obtain the required permits or approvals in time may result in the interruption of our
operations and may have a material adverse effect on our business.

19. We are subject to competition from both organized and unorganized players in the market, which may
significantly affect the fixation and realisation of the price for our product, which may adversely affect
our business operation and financial condition.

The market for our products is competitive on account of existence of both the organized and
unorganized players. Competition occurs generally on the key attributes such as quality of products,
distribution network, pricing and timely delivery. Some of our competitors have longer industry
experience and greater financial, technical and other resources, which may enable them to adopt faster
in changing market scenario and remain competitive. Moreover, the unorganized sector can offers their
products at highly competitive prices which may not be matched by us and consequently affect our
volume of sales and growth prospects. Growing competition may result in a decline in our market
share and may affect our margins which may adversely affect our business operations and our financial
condition.

We operate in a rapidly consolidating industry. The strength of combined companies could affect our
competitive position in all of our business areas. Furthermore, if one of our competitors or their
customers acquires any of our customers or suppliers, we may lose business from the customer or lose
a supplier, which may adversely affect our business, results of operations and financial condition.

20. Comparison between our current production capacities utilization with historical capacity utilization
of our production facilities.

It is impracticable to compare our current production capacity and its utilization with our historical
production capacity and utilization as we have shifted our seed processing unit from Gondal to

31
 Ahmedabad. We have made significant amount of capital expenditure during the FY 2023-24 for setting
up new unit. Therefore, our current actual production capacity cannot be compared with historical
actual production capacity utilization.

21. Any significant delay in receipt of capital subsidy will adversely affect our cash flow

Our Company has applied for Government Incentives on our new unit at Bhayla, Tal. Bavla, Dist.
Ahmedabad. The unit is eligible for one-time capital subsidy, Electricity duty exemption and Interest
subsidy for seven years.

Any delay in receipt of capital subsidy, interest subsidy will adversely affect the cash flow. However,
we have not considered capital subsidy in our means of finance & other incentive in our projections as
normally the procedure for availing the same is taking time. Timely availability of this eligible
incentives will help us in reducing the interest and operating cost.

22. Our continued operations are critical to our business and are subject to operating risks such as
breakdown or failure of machinery, disruption to power sources or any temporary shutdown of our
processing facility, in the event of which, our business, results of operations, financial condition and
cash flows can be adversely affected.

Our processing facility are subject to operating risks, such as the breakdown or failure of machinery,
power supply or processes, performance below expected levels of efficiency, obsolescence of equipment
or machinery, labour disputes, natural disasters, industrial accidents and the need to comply with the
directives of relevant government authorities. Our customers rely significantly on the timely delivery of
our products and our ability to provide an uninterrupted and timely supply of our products is critical to
our business. We also require substantial electricity for our processing facility which is sourced from
state electricity boards. Our customer relationships, business and financial results may be materially
adversely affected by any disruption of operations of our products, including as a result of any of the
factors mentioned above.

23. Changes in technology may render our current technologies obsolete or require us to make substantial
investments.

Modernization and technology up gradation is essential to reduce costs and increase the output. Our
technology and machineries may become obsolete or may not be upgraded timely, hampering our
operations and financial conditions and we may lose our competitive edge. Although we believe that we
have installed updated technology, we shall continue to strive to keep our technology, plant and
machinery in line with the latest technological standards. Further, the costs in upgrading our technology
and modernizing the plant and machineries are significant which could substantially affect our finances
and operations.

24. We are dependent on third party transportation providers for the delivery of our raw material and
Finished products. Accordingly, continuing increases in transportation costs or unavailability of
transportation services for them, as well the extent and reliability of Indian infrastructure may have an
adverse effect on our business, financial condition, results of operations and prospects
We use third party transportation providers for the delivery of our raw material and Finished products.
Transportation strikes could have an adverse effect on our receipt of raw materials and our ability to
deliver our products to our customers. In addition, transportation costs in India have been steadily
increasing over the past several years. Continuing increases in transportation costs or unavailability of
transportation services for our products may have an adverse effect on our business, financial condition,
results of operations and prospects.

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 In addition, India’s physical infrastructure is less developed than that of many developed nations, and
problems with its road networks, electricity grid, communication systems or any other public facility
could disrupt our normal business activity, including our supply of raw materials and the delivery of
our products to customers by third-party transportation providers. Any deterioration of India’s physical
infrastructure would harm the national economy, disrupt the transportation of goods and supplies, and
add costs to doing business in India. These problems could interrupt our business operations, which
could have a material adverse effect on our results of operations and financial condition.

25. The average cost of acquisition of Equity Shares by our Promoters could be lower than the Issue Price.

Our Promoters average cost of acquisition of Equity Shares in our Company is lower than the Issue
Price. For further details regarding average cost of acquisition of Equity Shares by our Promoters in our
Company and build-up of Equity Shares by our Promoters in our Company, Additional 42,00,000
Equity shares were issue to promoter in cash at par at Rs.10 for part funding of our project at Bhayla, Tal
Bavla, Dist. Ahmedabad which below the issue price for IPO. please refer to the chapters “Capital
Structure” beginning on page no. 62 of this Draft Prospectus.

26. Dependence upon transportation services for supply and transportation of our products are subject to
various uncertainties and risks, and delays in delivery may result in rejection of products by customer.

We do not have an in-house transportation facility and 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 of our finished products to our customers. For this purpose, we hire
services of transportation companies. However, we have not entered into any definitive agreements
with any third-party transport service providers and engage them on a needs basis. Additionally,
availability of transportation solutions in the markets we operate in is typically fragmented. The cost of
our goods carried by such third-party transporters is typically much higher than the consideration paid
for transportation, due to which it may be difficult for us to recover compensation for damaged, delayed
or lost goods.

27. Delays or defaults in client payments could affect our operations.

We may be subject to working capital risks due to delays or defaults in payment by clients, which may
restrict our ability to procure raw materials and make payments when due. In addition, any delay or
failure on our part to supply the required quantity or quality of products, within the time stipulated by
our agreements, to our customers may in turn cause delay in payment or refusal of payment by the
customer. Such defaults/delays by our customers in meeting their payment obligations to us may have a
material effect on our business, financial condition and results of operations.

28. Failure to effectively manage labour/staff or failure to ensure availability of sufficient labour/staff
could affect the business operations of the Company.

Our business activities are dependent on availability of skilled and unskilled labour/staff. Non-
availability of labour or staff at any time or any disputes with them may affect our production schedule
and timely delivery of our products to customers which may adversely affect our business and result of
operations. Though we have not faced any labour/staff problem in the past we cannot assure that we
will not experience disruptions to our operations due to disputes or other problems with our work
force, which may lead to strikes, lock- outs or increased wage demands. Such issues could have adverse
affect on our business, and results of operations.

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29. The Promoters (including family Member of Promoters) and Directors hold 100% of the Equity Shares
of Our Company and are therefore interested in the Company's performance in addition to their
remuneration and reimbursement of expenses.

Our Promoters and Directors are interested in our Company, in addition to regular remuneration or
benefits and reimbursement of expenses, to the extent of their shareholding in our Company or their
relatives, dividend entitlement, or loans advanced by them to the Company, and benefits deriving from
the directorship in our Company. There can be no assurance that our Promoters will exercise their rights
as shareholders to the benefit and best interest of our Company. Our Promoters will continue to exercise
significant control over us, including being able to control the composition of our Board of Directors and
determine decisions requiring simple or special majority voting of shareholders, and our other
shareholders may be unable to affect the outcome of such voting. For further information, please refer to
the chapters/section titled “Our Business”, “Our Promoter and Promoter Group” and “Annexure-
Related Party Transactions” under Chapter Restated Financial Information, beginning on pages no.115
,160 and 178 respectively of this Draft Prospectus.

30. We could be harmed by employee misconduct or errors that are difficult to detect and any such
incidences could adversely affect our financial condition, results of operations and reputation.

Employee misconduct or errors could expose us to business risks or losses, including regulatory
sanctions and serious harm to our reputation. There can be no assurance that we will be able to detect
or deter such misconduct. Moreover, the precautions we take to prevent and detect such activity may
not be affective in all cases. Our employees may also commit errors that could subject us to claims and
proceedings for alleged negligence, as well as regulatory actions on account of which our business,
financial condition, results of operations and goodwill could be adversely affected.

31. We have not identified any alternate source of funding and hence any failure or delay on our part to
mobilize the required resources or any shortfall in the Issue proceeds may delay the implementation
schedule.

The proposed fund requirement for funding working capital requirements, as detailed in the section
titled "Objects of the Issue" is to be funded from the proceeds of this Issue. We have not identified any
alternate source of funding and hence any failure or delay on our part to mobilize the required resources
or any shortfall in the Issue proceeds may delay the implementation schedule. We therefore, cannot
assure that we would be able to execute our future plans/strategy within the given timeframe. For
details, please refer to the Chapter titled “Objects of the Issue” beginning on page no. 84 of this Draft
Prospectus.

32. We may not be able to sustain effective implementation of our business and growth strategy.

The success of our business will largely depend on our ability to effectively implement our business
and growth strategy. In the past we have generally been successful in execution of our business but
there can be no assurance that we will be able to execute our strategy on time and within the estimated
budget in the future. If we are unable to implement our business and growth strategy, this may have an
adverse effect on our business, financial condition and results of operations.

33. We are subject to the restrictive covenants of banks in respect of the Loans/ Credit Limits and other
banking facilities availed from them.

34
 Our financing arrangements contain restrictive covenants whereby we are required to obtain approval
from our lender, regarding, among other things such as major changes in share capital, management,
changes in fixed assets, creation of any other charge, undertake any guarantee obligation etc. There can
be no assurance that such consents will be granted or that we will be able to comply with the financial
covenants under our financing arrangements. In the event we breach any financial or other covenants
contained in any of our financing arrangements, we may be required under the terms of such financing
arrangements to immediately repay our borrowings either in whole or in part, together with any
related costs. This may adversely impact our results of operations and cash flows. For further details on
the Cash Credit Limits and other banking facilities, please see “Statement of Financial Indebtedness” on
page no. 218 of the Draft Prospectus.

34. Any Penalty or demand raised by statutory authorities in future will affect our financial position of
the Company.

Our Company is engaged in business of agriculture seeds which attracts tax liability such as Goods and
Service Tax, Income Tax as per the applicable provisions of Law. Currently we are not required to get
registration under the labour laws like Provident Fund and ESI but in future we may be subjected to
deposit of Provident Fund and ESI contribution of employees. However, we have deposited the
required returns under various applicable Acts but any demand or penalty raised by the concerned
authority in future for any previous year and current year will affect the financial position of the
Company.

35. The Objects of the Issue for which funds are being raised, are based on our management estimates and
have not been appraised by any bank or financial institution or any independent agency.

The deployment of funds will be entirely at our discretion, based on the parameters as mentioned in the
chapter titled “Objects of the Issue”. The fund requirement and deployment, as mentioned in the
“Objects of the Issue” on page no. 84 of this Draft Prospectus is based on the estimates of our
management and has not been appraised by any bank or financial institution or any other independent
agency. These fund requirements are based on our current business plan. We cannot assure that the
current business plan will be implemented in its entirety or at all. In view of the highly competitive and
dynamic nature of our business, we may have to revise our business plan from time to time and
consequently these fund requirements. The deployment of the funds as stated under chapter “Objects of
the Issue” is at the discretion of our Board of Directors and is not subject to monitoring by any external
independent agency. Further, we cannot assure that the actual costs or schedule of implementation as
stated under chapter “Objects of the Issue” will not vary from the estimated costs or schedule of
implementation. Any such variance may be on account of one or more factors, some of which may be
beyond our control. Occurrence of any such event may delay our business plans and/or may have an
adverse bearing on our expected revenues and earnings.

36. Our ability to pay any dividends will depend upon future earnings, financial condition, cash flows,
working capital requirements and capital expenditures.

We may retain all our future earnings, if any, for use in the operations and expansion of our business.
As a result, we may not declare dividends in the foreseeable future. Any future determination as to the
declaration and payment of dividends will be at the discretion of our Board of Directors and will
depend on factors that our Board of Directors deem relevant, including among others, our results of
operations, financial condition, cash requirements, business prospects and any other financing
arrangements. Accordingly, realization of a gain on shareholders investments may largely depend
upon the appreciation of the price of our Equity Shares. There can be no assurance that our Equity

35
 Shares will appreciate in value. For details of our Dividend history refer to the Section “Dividend
Policy” on page no. 177 of the Draft Prospectus.

37. There is no monitoring agency appointed by Our Company to monitor the utilization of the Issue
proceeds.

As per SEBI (ICDR) Regulations, 2018, as amended, appointment of monitoring agency is required only
for Issue size above Rs. 10,000.00 Lacs. Hence, we have not appointed any monitoring agency to monitor
the utilization of Issue proceeds. However, the audit committee of our Board will monitor the utilization
of Issue proceeds in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further, our Company shall inform about material deviations in the utilization of Issue proceeds to the
stock exchange and shall also simultaneously make the material deviations / adverse comments of the
audit committee public.

38. We may require further equity issuance, which will lead to dilution of equity and may affect the market
price of our Equity Shares or additional funds through incurring debt to satisfy our capital needs, which
we may not be able to procure and any future equity offerings by us.

Our growth is dependent on having a strong balance sheet to support our activities. In addition to the
IPO Proceeds and our internally generated cash flow, we may need other sources of financing to meet
our capital needs which may include entering into new debt facilities with lending institutions or raising
additional equity in the capital markets. We may need to raise additional capital from time to time,
dependent on business conditions. The factors that would require us to raise additional capital could be
business growth beyond what the current balance sheet can sustain; additional capital requirements
imposed due to changes in regulatory regime or significant depletion in our existing capital base due to
unusual operating losses. Any fresh issue of shares or convertible securities would dilute existing
holders, and such issuance may not be done at terms and conditions, which are favourable to the then
existing shareholders of our Company. If our Company decides to raise additional funds through the
incurrence of debt, our interest obligations will increase, and we may be subject to additional covenants,
which could further limit our ability to access cash flows from our operations. Such financings could
cause our debt to equity ratio to increase or require us to create charges or liens on our assets in favour
of lenders. We cannot assure you that we will be able to secure adequate financing in the future on
acceptable terms, in time, or at all. Our failure to obtain sufficient financing could result in the delay or
abandonment of our expansion plans. Our business and future results of operations may be affected if
we are unable to implement our expansion strategy.

Any future issuance of Equity Shares by our Company may dilute shareholding of investors in our
Company; and hence affect the trading price of our Company‘s Equity Shares and its ability to raise
capital through an issue of its securities. In addition, any perception by investors that such issuances or
sales might occur could also affect the trading price of our Company’s Equity Shares. Additionally the
disposal, pledge or encumbrance of Equity Shares by any of our Company‘s major shareholders, or the
perception that such transactions may occur may affect the trading price of the Equity Shares. No
assurance may be given that our Company will not issue Equity Shares or that such shareholders will
not dispose of, pledge or encumber their Equity Shares in the future.

39. Certain data mentioned in this Draft Prospectus has not been independently verified

We have not independently verified data from industry publications contained herein and although we
believe these sources to be reliable, we cannot assure that they are complete or reliable. Such data may
also be produced on a different basis from comparable information compiled with regard to other
countries. Therefore, discussions of matters relating to India and its economy are subject to the

36
 limitation that the statistical and other data upon which such discussions are based have not been
verified by us and may be incomplete or unreliable.

40. We may not be able to sustain effective implementation of our business and growth strategies.

The success of our business will depend greatly on our ability to effectively implement our business and
growth strategies. We may not be able to execute our strategies in the future. Further, our growth
strategies could place significant demand on our management team and other resources and would
require us to continuously develop and improve our operational, financial and other controls, none of
which can be assured. Any failure on our part to scale up our infrastructure and management could
cause disruptions to our business and could be detrimental to our long-term business outlook. Further,
we operate in a highly dynamic industry, and on account of changes in market conditions, industry
dynamics, technological improvements or changes and any other relevant factors, our growth strategy
and plans may undergo changes or modifications, and such changes or modifications may be
substantial, and may even include limiting or foregoing growth opportunities if the situation so
demands. Our inability to implement our business strategies and sustain our growth may impair our
financial growth and thus result in an adverse impact on our Company’s share price.

41. In the event there is any delay in the completion of the Issue, there would be a corresponding delay in
the completion of the objects / schedule of implementation of this Issue which would in turn affect our
revenues and results of operations.

The funds that we receive would be utilized for the Objects of the Issue as has been stated in the Chapter
“Objects of the Issue” on page no.84 of the Draft Prospectus. The proposed schedule of implementation of
the objects of the Issue is based on our management’s estimates. If the schedule of implementation is
delayed for any other reason whatsoever, including any delay in the completion of the Issue, we may
have to revise our business, development and working capital plans resulting in unprecedented
financial mismatch and this may adversely affect our revenues and results of operations.

42. The requirements of being a public listed company may strain our resources and impose additional
requirements.

With the increased scrutiny of the affairs of a public listed company by shareholders, regulators and the
public at large, we will incur significant legal, accounting, corporate governance and other expenses that
we did not incur in the past. We will also be subject to the provisions of the listing agreements signed
with the Stock Exchanges which require us to file unaudited financial results on a half yearly basis. In
order to meet our financial control and disclosure obligations, significant resources and management
supervision will be required. As a result, management’s attention may be diverted from other business
concerns, which could have an adverse effect on our business and operations. There can be no assurance
that we will be able to satisfy our reporting obligations and/or readily determine and report any changes
to our results of operations in a timely manner as other listed companies. In addition, we will need to
increase the strength of our management team and hire additional legal and accounting staff with
appropriate public company experience and accounting knowledge and we cannot assure that we will
be able to do so in a timely manner.

43. The qualification and experience proof of some of our Promoters may not be available.

Reliance has been placed on declarations and affidavits furnished by certain of our Directors &
promoters for details of their profiles included in this Draft Prospectus. Mr. Kalubhai Maganbhai
Vekariya, Mr. Maheshbhai Sibabhai Gajera, , Mr. Babubhai Laljibhai Suvagiya, [Link] Veljibhai
Bhanderi , Promoters of our Company have been unable to trace copies of certain documents pertaining

37
 to their past experience and/or qualifications. Our Company has obtained confirmations from them that
they have made best efforts to procure the relevant supporting documents for the disclosures being
made in this Draft Prospectus and in spite of such efforts, certain documents were not traceable.
Accordingly, reliance has been placed on declarations, undertakings and affidavits furnished by them to
disclose details of their experience in this Draft Prospectus and we have not been able to independently
verify these details. Therefore, we cannot assure you that all information relating to the experience of
our directors included in chapter titled “Our Management” beginning on page no. 148 of this draft
prospectus are complete, true and accurate.

RISK FACTORS RELATED TO EQUITY SHARES

44. The Issue Price of our Equity Shares may not be indicative of the market price of our Equity Shares after
the Issue.

The Issue price based on numerous factors and may not be indicative of the market price for our Equity
Shares after the Issue. The market price of our Equity Shares could be subject to significant fluctuations
after the Issue, and may decline below the Issue Price. There can be no assurance that you will be able to
resell your Shares at or above the Issue Price. Among the factors that could affect our Share price are:
quarterly variations in the rate of growth of our financial indicators, such as earnings per share, net
profit and income; changes in income or earnings estimates or publication of research reports by
analysts; speculation in the press or investment community; general market conditions; and domestic
and international economic, legal and regulatory factors unrelated to our performance.

45. The Equity Shares issued pursuant to the Issue may not be listed on the Stock Exchange(s) in a timely
manner, or at all, and any trading closures at the Stock Exchange(s) may adversely affect the trading
price of our Equity Shares.

In accordance with Indian law and practice, permission for listing and trading of the Equity Shares
issued pursuant to the Issue will not be granted until after the Equity Shares have been issued and
allotted. Approval for listing and trading will require all relevant documents authorising the issuing of
Equity Shares to be submitted and there could therefore be a failure or delay in listing the Equity Shares
on the Stock Exchanges. Any failure or delay in obtaining such approval would restrict your ability to
dispose of your Equity Shares.

The regulation and monitoring of Indian securities markets and the activities of investors, brokers and
other participants differ, in some cases significantly, from those in developed economies. The Stock
Exchanges have in the past experienced problems, including temporary exchange closures, broker
defaults, settlements delays and strikes by brokerage firm employees, which, if continuing or recurring,
could affect the market price and liquidity of the securities of Indian companies, including the Equity
Shares, in both domestic and international markets. A closure of, or trading stoppage on, either of the
Stock Exchanges could adversely affect the trading price of the Equity Shares.

46. Any further issuance of Equity Shares by our Company or sales of Equity Shares by any significant
shareholders may adversely affect the trading price of the Equity Shares.

Any future issuance of Equity Shares by our Company could dilute the investors’ shareholding. Any
such future issuance of Equity Shares or sales of Equity Shares by any of our significant shareholders
may also adversely affect the trading price of the Equity Shares, and could impact our ability to raise
capital through an offering of securities. In addition, any perception by investors that such issuances or
sales might occur could also affect the trading price of the Equity Shares.

38
47. There is no existing market for our Equity Shares, and we do not know if one will develop. Our stock
price may be highly volatile after the Issue and, as a result, you could lose a significant portion or all of
your investment.

There is no guarantee that our Equity Shares will be listed on the Stock Exchanges in a timely manner or
at all and any trading closures at the Stock Exchanges may adversely affect the trading price of our
Equity Shares. Prior to the Issue, there has not been a public market for the Equity Shares. Further, we
cannot predict the extent to which investor interest will lead to the development of an active trading
market on the Stock Exchanges or how liquid that market will become. If an active market does not
develop, you may experience difficulty selling the Equity Shares that you purchased. The Issue Price is
not indicative of prices that will prevail in the open market following the Issue. Consequently, you may
not be able to sell your Equity Shares at prices equal to or greater than the Issue Price. The market price
of the Equity Shares on the Stock Exchanges may fluctuate after listing as a result of several factors,
including the following:

• Volatility in the Indian and other Global Securities Markets;

• The performance of the Indian and Global Economy;
• Risks relating to our business and industry, including those discussed in this Draft Prospectus;
• Strategic actions by us or our competitors;
• Investor perception of the investment opportunity associated with the Equity Shares and our future
performance;
• Adverse media reports about us, our shareholders or Group Companies;
• Future sales of the Equity Shares;
• Variations in our half-yearly results of operations;
• Differences between our actual financial and operating results and those expected by investors and
analysts;
• Our future expansion plans;
• Perceptions about our future performance or the performance of Power (Transmission and
Distribution) companies generally;
• Performance of our competitors in the Power (Transmission and Distribution) industry and the
perception in the market about investments in the Trading sector;
• Significant developments in the regulation of the trading and distribute ion industry in our key
trade locations;
• Changes in the estimates of our performance or recommendations by financial analysts;
• Significant developments in India’s economic liberalisation and deregulation policies; and
• Significant developments in India’s fiscal and environmental regulations. There has been significant
volatility in the Indian stock markets in the recent past, and our Equity Share.

Price could fluctuate significantly as a result of market volatility. A decrease in the market price of the
Equity Shares could cause you to lose some or all of your investment.

48. There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect
a shareholder’s ability to sell, or the price at which it can sell, the Equity Shares at a particular point in
time.

The price of the Equity Shares will be subject to a daily circuit breaker imposed by all stock exchanges in
India which does not allow transactions beyond a certain level of volatility in the price of the Equity
Shares. This circuit breaker operates independently of the index-based market-wide circuit breakers
generally imposed by the SEBI on Indian stock exchanges. The percentage limit on our circuit breaker is
set by the stock exchanges based on the historical volatility in the price and trading volume of the
Equity Shares. The stock exchanges do not inform us of the percentage limit of the circuit breaker from

39
 time to time, and may change it without our knowledge. This circuit breaker effectively limits upward
and downward movements in the price of the Equity Shares. As a result, shareholders’ ability to sell the
Equity Shares, or the price at which they can sell the Equity Shares, may be adversely affected at a
particular point in time.

49. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under current Indian tax laws and regulations, capital gains arising from the sale of equity shares in an
Indian company are generally taxable in India. Any gain realised on the sale of listed equity shares on a
stock exchange held for more than 12 months will not be subject to capital gains tax in India, upto an
amount of ₹ 1 lakh, if Securities Transaction Tax (“STT”) has been paid on the transaction. STT will be
levied on and collected by a domestic stock exchange on which the equity shares are sold. Any gain
realised on the sale of equity shares held for more than 12 months to an Indian resident, which are sold
other than on a recognised stock exchange and on which no STT has been paid, will be subject to long
term capital gains tax in India. Further, any gain realised on the sale of listed equity shares held for a
period of 12 months or less will be subject to short term capital gains tax in India. Capital gains arising
from the sale of the Equity Shares will be exempt from taxation in India in cases where the exemption
from taxation in India is provided under a treaty between India and the country of which the seller is
resident. Generally, Indian tax treaties do not limit India‘s ability to impose tax on capital gains. As a
result, residents of other countries may be liable for tax in India as well as in their own jurisdiction on a
gain upon the sale of the Equity Shares. In addition, changes in the terms of tax treaties or in their
interpretation, as a result of renegotiations or otherwise, may affect the tax treatment of capital gains
arising from a sale of Equity Shares.

40
 EXTERNAL RISK FACTORS

50. The occurrence of natural or man-made disasters could adversely affect our results of operations, cash
flows and financial condition. Famine, War, Hostilities, terrorist attacks, civil unrest and other acts of
violence could adversely affect the financial markets and our business.

The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, famine, tsunamis,
tornadoes, fires, explosions, pandemic disease and man-made disasters, including acts of terrorism and
military actions, could adversely affect our results of operations, cash flows or financial condition. Our
operations may be adversely affected by natural disasters and/or severe weather conditions, which can
result in damage to our seeds inventory and hamper our productivity and may slow down our business
operations temporarily or any other factor, which can adversely affect agriculture market in which we
operate. In recent years, the extent and severity of these natural disasters determine their impact on the
Indian economy. Prolonged spells of abnormal rainfall or other natural calamities could have a negative
impact on the Indian economy, which could adversely affect our business, prospects, financial condition
and results of operations as well as the price of the Equity Shares.

In addition, India has witnessed local civil disturbances in recent years, in particular communal violence
across ethnic or communal lines involving conflicts, riots and other forms of violence between
communities of different religious faith or ethnic origins, and it is possible that future civil unrest as well
as other adverse social, economic or political events in India could have an adverse effect on our
business. Terrorist attacks and other acts of violence or war may adversely affect the Indian securities
markets. In addition, any deterioration in international relations, especially between India and its
neighbouring countries, may result in investor concern regarding regional stability which could
adversely affect the price of the Equity Shares. Such incidents could also create a greater perception that
investment in Indian companies involves a higher degree of risk and could have an adverse effect on
our business and the market price of the Equity Shares.

51. The Companies Act, 2013 has effected significant changes to the existing Indian company law
framework, which may subject us to higher compliance requirements and increase our compliance costs

A majority of the provisions and rules under the Companies Act, 2013 have been notified and have
come into effect from the date of their respective notification, resulting in the corresponding provisions
of the Companies Act, 1956 ceasing to have effect. The Companies Act, 2013, and amendments there to,
has brought into effect significant changes to the Indian company law framework, such as in the
provisions related to issue of capital, disclosures in Draft prospectus, corporate governance norms, audit
matters, related party transactions, introduction of a provision allowing the initiation of class action
suits in India against companies by shareholders or depositors, a restriction on investment by an Indian
company through more than two layers of subsidiary investment companies (subject to certain
permitted exceptions), prohibitions on loans to directors and insider trading and restrictions on
directors and key managerial personnel from engaging in forward dealing. Further, companies meeting
certain financial thresholds are also required to constitute a committee of the board of directors for
corporate social responsibility activities and ensure that at least 2% of the average net profits of the
company during three immediately preceding financial years are utilized for corporate social
responsibility activities. Penalties for instances of non-compliance have been prescribed under the
Companies Act, 2013, which may result in inter alia, our Company, Directors and key managerial
employees being subject to such penalties and formal actions as prescribed under the Companies Act,
2013, should we not be able to comply with the provisions of the New Companies Act within the
prescribed timelines, and this could also affect our reputation.

41
 To ensure compliance with the requirements of the Companies Act, 2013 within the prescribed
timelines, we may need to allocate additional resources, which may increase our regulatory compliance
costs and divert management attention. While we shall endeavour to comply with the prescribed
framework and procedures, we may not be in a position to do so in a timely manner.

The Companies Act, 2013 introduced certain additional requirements which do not have corresponding
equivalents under the Companies Act, 1956. Accordingly, we may face challenges in interpreting and
complying with such provisions due to limited jurisprudence on them. In the event, our interpretation
of such provisions of the Companies Act, 2013 differs from, or contradicts with, any judicial
pronouncements or clarifications issued by the Government in the future, we may face regulatory
actions or we may be required to undertake remedial steps. Additionally, some of the provisions of the
Companies Act, 2013 overlap with other existing laws and regulations (such as the corporate
governance norms and insider trading regulations). We may face difficulties in complying with any
such overlapping requirements. Any increase in our compliance requirements or in our compliance
costs may have an adverse effect on our business and results of operations.

52. Environmental and safety regulations impose additional costs and may affect our Company’s results of
operations.

Our Suppliers are subject to various central, state and local environmental and safety laws, concerning
issues such as harm caused by air or waste water emission and the investigation and contamination.
While we believe that our suppliers are currently in compliance with all material respects with
applicable environmental laws and regulations, additional costs and liabilities related to compliance
with these laws and regulations are an inherent part of their business. Further, while they currently
intend to continue to comply with applicable environmental legislation and regulatory requirements,
any changes in the applicable laws and regulations in the future may create substantial environmental
compliance or remediation liabilities and costs, including monetary fines, criminal penalties on our
Suppliers for violation of applicable laws, or imposition of restrictions on our Suppliers operations
(which may include temporary suspension or closure of its operations). This may also increase our
Company’s cost and affect our revenues in the future.

53. Changing laws, rules and regulations and legal uncertainties, including adverse application of
corporate and tax laws, may adversely affect our business, financial condition, results of operations
and prospects.

Our business and financial performance could be adversely affected by unfavourable changes in or
interpretations of existing, or the promulgation of new laws, rules and regulations applicable to us and
our business. Please refer to “Key Industry Regulations and Policies” on page no.135 of this Draft
Prospectus for details of the laws currently applicable to us. There can be no assurance that the
Government of India may not implement new regulations and policies which will require us to obtain
approvals and licenses from the Government of India and other regulatory bodies or impose onerous
requirements and conditions on our operations. Any such changes and the related uncertainties with
respect to the applicability, interpretation and implementation of any amendment to, or change to
governing laws, regulation or policy in the jurisdictions in which we operate may have a material
adverse effect on our business, financial condition and results of operations. In addition, we may have to
incur expenditures to comply with the requirements of any new regulations, which may also materially
harm our results of operations. Any unfavourable changes to the laws and regulations applicable to us
could also subject us to additional liabilities.

GST has been implemented with effect from July 1, 2017 and has replaced the indirect taxes on goods
and services such as central excise duty, service tax, central sales tax, state VAT and surcharge currently

42
 being collected by the central and state governments. The GST is expected to increase tax incidence and
administrative compliance. Given the limited availability of information in the public domain
concerning the GST, we are unable to provide any assurance as to the tax regime following
implementation of the GST. The implementation of this new structure may be affected by any
disagreement between certain state Governments, which could create uncertainty. Any future
amendments may affect our overall tax efficiency, and may result in significant additional taxes
becoming payable.

Further, the general anti avoidance rules (“GAAR”) provisions have been made effective from
assessment year 2018-19 onwards, i.e.; financial Year 2017-18 onwards and the same may get triggered
once transactions are undertaken to avoid tax. The consequences of the GAAR provisions being applied
to an arrangement could result in denial of tax benefit amongst other consequences.

In the absence of any precedents on the subject, the application of these provisions is uncertain. The
application of various Indian tax laws, rules and regulations to our business, currently or in the future,
is subject to interpretation by the applicable taxation authorities. If such tax laws, rules and regulations
are amended, new adverse laws, rules or regulations are adopted or current laws are interpreted
adversely to our interests, the results could increase our tax payments (prospectively or retrospectively)
and/or subject us to penalties. Further, changes in capital gains tax or tax on capital market transactions
or sale of shares could affect investor returns. As a result, any such changes or interpretations could
have an adverse effect on our business and financial performance.

54. Political instability or a change in economic liberalization and deregulation policies could seriously
harm business and economic conditions in India generally and our business in particular.

The Government of India has traditionally exercised and continues to exercise influence over many
aspects of the economy. Our business and the market price and liquidity of our Equity Shares may be
affected by interest rates, changes in Government policy, taxation, social and civil unrest and other
political, economic or other developments in or affecting India. The rate of economic liberalization could
change, and specific laws and policies affecting the information technology sector, foreign investment
and other matters affecting investment in our securities could change as well. Any significant change in
such liberalization and deregulation policies could adversely affect business and economic conditions in
India, generally, and our business, prospects, financial condition and results of operations, in particular.

55. Civil disturbances, extremities of weather, regional conflicts and other political instability may have
adverse effects on our operations and financial performance

Certain events that are beyond our control such as earthquake, fire, floods and similar natural calamities
in India or any region of our trade may cause interruption in the business undertaken by us. Our
operations and financial results and the market price and liquidity of our equity shares may be affected
by changes in Indian Government policy or taxation or social, ethnic, political, economic or other
adverse developments in or affecting India.

56. Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries
could adversely affect the financial markets and our business.

Terrorist attacks and other acts of violence or war in any region of our trade may negatively affect the
Indian markets on which our Equity Shares will trade and also adversely affect the worldwide financial
markets. These acts may also result in a loss of business confidence, impede travel and other services
and ultimately adversely affect our business. In addition, any deterioration in relations between India

43
 and Pakistan might result in investor concern about stability in the region, which could adversely affect
the price of our Equity Shares.

India, Africa and Middle East are regions that have witnessed civil disturbances in recent years and it is
possible that future civil unrest as well as other\ adverse social, economic and political events in any
such region could have a negative impact on the value of business and eventually the price of our
Equity Shares. Such incidents could also create a greater perception that investment in Indian
companies involves a higher degree of risk and could have an adverse impact on our business and the
price of our Equity Shares.

57. Significant differences exist between Indian GAAP and other accounting principles, such as US GAAP
and IFRS, which may be material to investors’ assessments of Our Company's financial condition. Our
failure to successfully adopt IFRS may have an adverse effect on the price of our Equity Shares. The
proposed adoption of IFRS could result in our financial condition and results of operations appearing
materially different than under Indian GAAP.

Our financial statements, including the financial statements provided in this Draft Prospectus, are
prepared in accordance with Indian GAAP. We have not attempted to quantify the impact of IFRS or
U.S. GAAP on the financial data included in this Draft Prospectus, nor do we provide a reconciliation of
our financial statements to those of U.S. GAAP or IFRS. U.S. GAAP and IFRS differ in significant
respects from Indian GAAP. Accordingly, the degree to which the Indian GAAP financial statements
included in this Draft Prospectus will provide meaningful information is entirely dependent on the
reader's level of familiarity with Indian accounting practices. Any reliance by persons not familiar with
Indian accounting practices on the financial disclosures presented in this Draft Prospectus should
accordingly be limited.

India has decided to adopt the “Convergence of its existing standards with IFRS” and not the
“International Financial Reporting Standards” (“IFRS”), which was announced by the MCA, through
the press note dated January 22, 2010. These “IFRS based / synchronized Accounting Standards” are
referred to in India as IND (AS). Public companies in India, including our Company, may be required to
prepare annual and interim financial statements under IND (AS). The MCA, through a press release
dated February 25, 2011, announced that it will implement the converged accounting standards in a
phased manner after various issues, including tax related issues, are resolved. Further, MCA
Notification dated February 16, 2015, has provided an exemption to the Companies proposing to list
their shares on the SME Exchange as per Chapter IX of the SEBI ICDR Regulations and hence the
adoption of IND (AS) by a SME exchange listed company is voluntary. Accordingly, we have made no
attempt to quantify or identify the impact of the differences between Indian GAAP and IFRS or to
quantify the impact of the difference between Indian GAAP and IFRS as applied to its financial
statements. There can be no assurance that the adoption of IND-AS will not affect our reported results of
operations or financial condition. Any failure to successfully adopt IND-AS may have an adverse effect
on the trading price of our Equity Shares. Currently, it is not possible to quantify whether our financial
results will vary significantly due to the convergence to IND (AS), given that the accounting principles
laid down in the IND (AS) are to be applied to transactions and balances carried in books of accounts as
on the date of the applicability of the converged standards (i.e., IND (AS)) and for future periods.

Moreover, if we volunteer for transition to IND (AS) reporting, the same may be hampered by
increasing competition and increased costs for the relatively small number of IND (AS)-experienced
accounting personnel available as more Indian companies begin to prepare IND (AS) financial
statements. Any of these factors relating to the use of converged Indian Accounting Standards may
adversely affect our financial condition.

44
58. Any downgrading of India's debt rating by a domestic or international rating agency could adversely
affect our Company's business

Any adverse revisions to India's credit ratings for domestic and international debt by domestic or
international rating agencies may adversely affect our Company's ability to raise additional financing,
and the interest rates and other commercial terms at which such additional financing is available. This
could harm our Company's business and financial performance and ability to obtain financing for
capital expenditures.

59. Conditions in the Indian securities market and stock exchanges may affect the price and liquidity of our
Equity Shares.

Indian stock exchanges, which are smaller and more volatile than stock markets in developed
economies, have in the past, experienced problems which have affected the prices and liquidity of listed
securities of Indian companies. These problems include temporary exchange closures to manage
extreme market volatility, broker defaults, settlement delays and strikes by brokers. In addition, the
governing bodies of the Indian stock exchanges have from time-to-time restricted securities from
trading, limited price movements and restricted margin requirements. Further, disputes have occurred
on occasion between listed companies and the Indian stock exchanges and other regulatory bodies that,
in some cases, have had a negative effect on market sentiment. If similar problems occur in the future,
the market price and liquidity of the Equity Shares could be adversely affected. Further, a closure of, or
trading stoppage on, either of the Stock Exchanges could adversely affect the trading price of our Equity
Shares.

45
 SECTION IV – INTRODUCTION

THE ISSUE

PRESENT ISSUE IN TERMS OF THIS PROSPECTUS

Upto 30,00,000 Equity Shares of ₹ 10 each for cash at a

Equity Shares(1) :
price of ₹ [●] (including a Share premium of ₹ [●] per
Present Issue of Equity Shares by our Company(2)
Equity Share) per share aggregating ₹ [●]lakhs.
Of which:
Upto 1,52,000 equity Shares of ₹10 each for cash at a
Issue Reserved for the Market Maker price of [●] (including a Share premium of ₹ [●] per
Equity Share) per share aggregating ₹ [●] lakhs
Upto 28,48,000 equity Shares of ₹ 10 each for cash at a
price of [●] (including a Share premium of ₹ [●] per
Equity Share) per share aggregating ₹ [●]lakhs
Of Which(3):
Upto 14,24,000 Equity Shares of ₹ 10 each at a price of
₹ [●] (including a Share premium of ₹ [●] per Equity
Net Issue to the Public
Share) per Equity Share will be available for allocation
for Investors of up to ₹ 2.00 lakhs
Upto 14,24,000 Equity Shares of ₹ 10 each at a price of
₹ [●] (including a Share premium of ₹ [●] per Equity
Share) per Equity Share will be available for allocation
for Investors of above ₹ 2.00 lakhs

Equity Shares outstanding prior to the Issue 70,00,000 Equity Shares

Equity Shares outstanding after the Issue Upto 1,00,00,000 Equity Shares
Please see the chapter titled “Objects of the Issue”
Objects of the Issue
beginning on page no. 84 of this Draft Prospectus.

This Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to
(1)

time. For further details, please see the section titled “Issue Related Information” beginning on page no. 239 of this
Draft Prospectus.

(2)The present Issue has been authorized pursuant to a resolution of our Board dated December 14, 2023 and by
Special Resolution passed under Section 62(1)(C) of the Companies Act, 2013 at an Extra Ordinary General Meeting
of our shareholders held on December 20, 2023.

The allocation’ is the net issue to the public category shall be made as per the requirements of Regulation 253(2) of
(3)

SEBI (ICDR) Regulations, as amended from time to time:

a) Minimum fifty percent to retail individual investors; and

b) Remaining to

(i) Individual applicants other than retail individual investors; and

46
(ii) Other investors including corporate bodies or institutions, irrespective of the number of specified securities
applied for;

The unsubscribed portion in either of the categories specified in clauses (a) or (b) above may be allocated to the
applicants in the other category.

If the retail individual investor category is entitled to more than fifty per cent on proportionate basis, accordingly the
retail individual investors shall be allocated that higher percentage.

For further details please refer to the chapter titled “Issue Structure” beginning on page no. 247 of this Draft
Prospectus.

47
 SUMMARY OF FINANCIAL INFORMATION
RESTATED STANDALONE STATEMENT OF ASSETS AND LIABILITIES
(₹ in lakhs)
Particulars As on
As at 31st March,
30th September,
2023
(for 6 months) 2023 2022 2021
EQUITY AND LIABILITIES
[Link]'s fund
a) Equity Share Capital 700.00 700.00 80.00 50.00
b) Reserves and surplus 1,183.90 732.89 398.75 150.81
Total Shareholders Fund (1) 1883.90 1432.89 478.75 200.81

[Link]-current liabilities
a) Long Term Borrowings 1,231.04 934.70 798.23 390.71
b) Deferred tax liabilities (Net) 2.23 - - -
c) Other Long Term Liabilities 18.13
d) Long term provisions 13.56 17.44 7.87 3.33
Total (2) 1264.96 952.13 806.10 394.04

[Link] liabilities
a) Short term Borrowings 1,631.83 943.18 898.94 884.37
b) Trade payables
i) Due to MSME - - - -
ii) Due to Others 2,378.89 1,401.85 1,080.89 580.59
c) Short-term provisions 215.49 142.78 83.53 34.19
d) Other Current Liabilities 696.88 479.05 14.72 1.60
Total (3) 4923.10 2966.86 2078.08 1500.75
TOTAL (1+2+3) 8,071.95 5,351.89 3,362.93 2,095.59

ASSETS
[Link] - Current Assets
a) Property, Plant & Equipment
i.) Tangible assets 1,009.77 525.45 471.64 68.05
ii) Intangible assets
iii) Capital Work in Progress 1,143.32 952.26 - -
iv) Not Put to use
b) Non-Current Investment 0.10 0.10 0.10 0.10
c) Deferred Tax Assets (net) - 5.98 3.17 1.35
d) Long Term Loans & Advances - - - -
e) Other Non-Current Assets 63.73 61.95 - 0.05
Total (1) 2216.91 1545.75 474.91 69.55

[Link] Assets
a) Inventories 1,631.11 1,345.03 1,794.43 1,241.87
b) Trade Receivables 3,380.57 1,944.56 1,062.16 761.55
c) Cash and Cash equivalents 10.19 22.87 8.74 7.23
d) Short-term loans and advances 831.51 492.99 22.70 15.40
e) Other Current Assets 1.66 0.70 - -
Total (2) 5855.04 3806.15 2888.03 2026.05
TOTAL(1+2) 8,071.95 5,351.89 3,362.93 2,095.59

48
RESTATED STANDALONE STATEMENT OF PROFIT AND LOSS ACCOUNT
(₹ in lakhs)
As on As at 31st March,
30th September,
Particulars
2023 2023
(for 6 months) 2022 2021
INCOME:
Revenue from Operations 4,246.03 6,530.73 6,485.58 5,382.41
Other Income 1.46 1.46 0.22 0.25
Total income 4,247.49 6,532.18 6,485.80 5,382.66

EXPENSES:
Cost of Materials Consumed 3,311.40 4,874.70 4,824.23 4,650.37
Purchase of Stock in Trade - - - -
Changes in Inventories of finished (232.69) (114.00) 251.40 (385.65)
goods, work-in-progress
Employee Benefit Expenses 147.68 312.81 180.27 308.47
Depreciation & Amortization cost 15.03 10.14 12.13 9.23
Finance Cost 90.32 76.91 103.77 63.88
Other Expenses 311.26 657.83 782.58 575.21
Total expenses 3,642.99 5,818.38 6,154.38 5,221.51

Restated Profit before extra- ordinary 604.50 713.80 331.42 161.15

items and tax
Extraordinary Items - - - -
Restated Profit before tax 604.50 713.80 331.42 161.15

Less: Tax expense

Provision for income tax 145.28 182.48 85.29 45.95
Provision for deferred tax asset 8.21 (2.82) (1.82) (1.09)
Prior Period tax Adjustments - - - -
Total 153.49 179.66 83.47 44.86

Restated Profit after Tax 451.01 534.14 247.94 116.30

Earnings per equity share (Basic and 6.44 16.98* 9.49 4.65
Diluted) (in Rs)

Nominal Value Per Share (₹) 10/- 10/- 10/- 10/-

*Additional 42,00,000 Equity shares are issued to our promoters in cash at par on March 1, 2023 for part funding of
project therefore Weighted Average number of equity shares for the year ended on March 31, 2023 is calculated on the
basis of equity outstanding during the year linked to time for which equity shares were available.

49
 RESTATED STANDALONE CASH FLOW STATEMENT
(₹ in lakhs)
As on As at 31st March,
30th September,
Particulars
2023 2023 2022 2021
(for 6 months)
Cash Flow From Operating
Activities
Net Profit Before Taxes and 604.50 713.80 331.42 161.15
Exceptional Items:
Adjustments for :
Depreciation/Amortisation 15.03 10.14 12.13 9.23
Profit on Sale of fixed assets - - - -
Interest and other Financial Charges 90.32 76.91 103.77 63.88
Other non-cash items (3.02) 9.80 4.80 3.58
Interest received (0.84) (1.46) (0.12) -
Operating Profit Before Working 705.99 809.19 452.00 237.84
Capital Adjustments
Adjustment for Changes in
Working Capital
(Increase) / decrease in trade (1,436.01) (882.39) (300.61) (370.61)
receivables
(Increase) / decrease in inventories (286.07) 449.40 (552.56) (452.14)
Increase /(Decrease) in Trade 1,870.08 830.25 533.12 589.91
Payables & Other Liabilities

(Increase) / Decrease Loans and (339.49) (470.99) (7.30) 14.55

Advances & Other Assets
Increase / (Decrease) in other current 18.13 - - -
liabilities and provisions
Other Adjustment - - - -
Cash Flow Generated from 532.62 735.46 124.65 19.55
Operations
Less : Direct Taxes paid (60.00) (125.63) (45.95) -
Net Cash flow from Operating 472.62 609.83 78.70 19.55
activities (A)

Cash Flow From Investing

Activities
(Purchase)/ Sale of Fixed Assets (690.39) (1,016.21) (415.72) (26.72)
(Purchase)/ Sale of Investments - - - -
(Increase)/ Decrease in Long term -
- - -
loans and advances
(Increase)/ Decrease in Short term -
- - -
loans and advances
Increase /( Decrease) in Long Term -
- - -
Provisions
(Increase)/ Decrease in Other Non (1.78) (61.95) - -
Current Assets
(Increase) in Misc. Expenses - - - -

50
 As on As at 31st March,
30 September,
th
Particulars
2023 2023 2022 2021
(for 6 months)
Gain on Sale of Shares - - - -
Interest & Other Income 0.84 1.46 0.12 -
Net Cash (Used in) / from Investing (691.33) (1,075.25) (415.48) (26.72)
Activities (B)

Cash flow from financing activities

Interest and Finance Cost (90.32) (76.91) (103.77) (63.88)
Proceeds from Shares Issued - 420.00 30.00 -
Proceeds from Share Premium - - - -
(Repayments)/ Proceeds of long term 296.35 136.47 407.52 72.47
borrowings
(Repayments)/ Proceeds of short -
- - -
term borrowings
Dividend Paid - - - -
Net Cash Flow from Financing 206.03 479.56 338.30 8.59
Activities (C)

Net Increase/ ( Decrease) in Cash (12.68) 14.14 1.51 1.42

and Cash Equivalents ( A + B + C)

Opening Cash & Cash equivalent 22.87 8.74 7.23 5.80

Closing Cash & Cash Equivalent 10.20 22.87 8.74 7.22

51
 GENERAL INFORMATION

Our Company was originally formed and registered as a partnership firm under the Partnership Act, 1932
(“Partnership Act”) in the name and style of “M/s. VISHWAS AGRI SEEDS”, pursuant to a deed of
partnership dated December 1, 2009. Subsequently, the constitution of partnership firm were modified
from time to time, more particularly, modified on April 01 2011, April 01.2012 and December 01.2012 to
recognise admission of partners. Later on, “M/s. VISHWAS AGRI SEEDS” was converted from a
partnership firm to “Vishwas Agri Seeds Private Limited” private limited company under IX of the
Companies Act, 1956 via Supplemental Deed of Partnership/Co-Parcenary executed on 14th day of
February, 2013. Subsequently company was issued certificate of Incorporation dated March 02 2013 by
Register of Companies Gujarat, Dadra and Nagar Haveli. Subsequently, our Company was converted into
a Public Limited Company pursuant to shareholders resolution passed at Extra-ordinary General Meeting
of our Company held on June 26, 2023 and the name of our Company was changed to “VISHWAS AGRI
SEEDS LIMITED”. A fresh Certificate of Incorporation consequent upon Conversion from Private Limited
Company to Public Limited Company dated July 07, 2023 was issued by the Registrar of Companies,
Ahmedabad.
The Corporate Identity Number of our Company is U01112GJ20s13PLC073827.
For further details, please refer to the chapter titled “History and Certain Corporate Matters” beginning on
page no. 145 of this Draft Prospectus.

BRIEF COMPANY AND ISSUE INFORMATION

Address: Near Toll Tax, S. No. 460, Gangad Road, Bhayla, Ahmedabad,
Bavla, Gujarat, India, 382220
Tel No: +91-65357 09174
Registered Office Email: vishwasagriseeds@[Link]
Website: [Link]
For details relating to, “History and Corporate Structure” of our company
please refer page 145 of this Draft Prospectus.
Date of Incorporation March 02, 2013
Company Registration No. 073827

Company Identification
U01112GJ2013PLC073827
No.
Address: ROC Bhavan , Opp Rupal Park Society, Behind Ankur Bus Stop,
Naranpura, Ahmedabad-380013
Address of Registrar of
Tel: 079-27437597
Companies
Fax: 079-27438371
Email Id: [Link]@[Link]
Issue Opens on: [●]
Issue Programme
Issue Closes on: [●]
NSE Limited
Designated Stock Exchange
EMERGE Platform of NSE Limited (“NSE EMERGE”)
Ms. Karina Dipak Chandwani
Address: B/604, Aaryan Eureka, Vande Matram Road, Chandlodiya, Gota
Company Secretary & Opp. Shayona Shikar, Chandlodiya, Ahmedabad-382481
Compliance Officer Tel No: +91 65357 09174
Email: cs@[Link]
Website : [Link]

52
BOARD OF DIRECTORS OF OUR COMPANY

The following table sets forth the Board of Directors of our Company:

Name Designation Address DIN

Ashokbhai Shibabhai Mota Mandava, Mota Mandava, Rajkot, 06503966
Managing Director
Gajera Gujarat-360311
Dineshbhai Executive Director & Rajmaldada Temple, Panch Pipala,
06503976
Madhabhai Suvagiya CFO Jetpur, Rajkot, Gujarat-360370
Bharatbhai Shibabhai Mota Mandava, Mota Mandava, Rajkot,
Executive Director 10165735
Gajera Gujarat-360311
Block -135, Ajanta Park Street No. 3,
Dinkal Rahul Non-Executive
Near Sadhu Vaswani School, Rajkot Sau 10343120
Pansuriya Independent Director
Uni Area, Gujarat,360005
Khodiyar Krupa, Sardar Patel Park 2,
Sanjay Harsukhbhai Non-Executive
B/H JK Hall, Khijadawado Road, Rajkot, 07902820
kachhadiya Independent Director
Mavdi, Gujarat -360004

For further details pertaining to the educational qualification and experience of our Directors, for details
please refer to the chapter titled “Our Management” beginning on page no. 115 of this Draft Prospectus.
Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre or Post-Issue related
problems, such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary account and
unblocking of funds. All grievances relating to the Application process may be addressed to the Registrar to the Issue
with a copy to the SCSBs, giving full details such as name, address of Applicant, application number, number of
Equity Shares applied for, amount blocked on application and designated branch or the collection centre of the SCSB
where the Application Form was submitted by the Applicants.

DETAILS OF KEY INTERMEDIARIES PERTAINING TO THIS ISSUE AND OUR COMPANY

LEAD MANAGERS TO THE ISSUE

ISK ADVISORS PRIVATE LIMITED

501, A. N. Chambers, 130, Turner Road, Bandra West, Mumbai-
400 050
Tel No.: +91 – 22 – 26431002 or +91 079 26464023
Email: ncmpl@[Link]
Website: [Link]
Investor Grievance Email: enquiry@[Link]
Contact Person: Mr. Ronak I. Kadri
SEBI Registration No. INM000012625

REGISTRAR TO THE ISSUE

Bigshare Services Pvt. Ltd.
1st Floor, Bharat Tin Works Building, Opp. Oasis,
Makwana Road, Marol, Andheri East, Mumbai – 400 059
Tel No.: +91 – 22 – 62638200 Fax: +91 22 62638299
Email: ipo@[Link];
Website: [Link]
Investor Grievance mail: investor@[Link]
Contact Person: Mr. Babu Rapheal
SEBI Registration No.: INR000001385

53
LEGAL COUNSEL TO THE ISSUE
MR. AYAAN A. PATEL, ADVOCATE
Office: Plot No. 7, Rambaug, Spring Valley - Gate ‘A’,
Behind Karnavati Club, S.G. Road, Ahmedabad – 380 058.
Mobile No.: +91 – 7359050212
Email: [Link]@[Link]
Contact Person: Mr. Ayaan A. Patel

STATUTORY AUDITOR OF THE COMPANY

M/s. S V J K AND Associates,
Chartered Accountants
Address: : 813, I Square Business Park, Near Shukan Mall,
Besides CIMS Hospital, Science City Road, Sola,
Ahmedabad-380060
Phone No.: +91 8160341317
Email: [Link]@[Link]
Contact Person: CA Reeturaj Varma, Partner
Membership No.: 193591
Firm Registration No.: 135182W
Peer Review No.: 014698

CHANGES IN THE AUDITORS

Except as stated below, there have been no changes in our Company’s auditors in the last three (3) years.

Details of Auditor Date of Change Reason

M/s. S V J K AND Associates, 04/08/2023 Appointed as auditor to fill up
Chartered Accountants the casual vacancy till next
Address: : 813, I Square Business Park, Near Annual General Meeting
Shukan Mall, Besides CIMS Hospital,
Science City Road, Sola, Ahmedabad-380060
Phone No.: +91 8160341317
Email: [Link]@[Link]
Firm Registration No.: 135182W
Peer Review No.: 014698
M/s. P. V. JASANI & CO. 01/08/2023 Resignation Due to Pre-
Chartered Accountants Occupation in other Assignment
Address: 234 to 237, Kailash Complex-A,2nd
Floor, Kailash Baug Road, Gondal - 360311
Phone No.: +91 9825540777
Email: pvjasani@[Link]
Firm Registration No.: 120601W

M/s. P. V. JASANI & CO. 30/09/2019 Appointment

Chartered Accountants
Address: 234 to 237, Kailash Complex-A,2nd
Floor, Kailash Baug Road, Gondal - 360311
Phone No.: +91 9825540777
Email: pvjasani@[Link]
Firm Registration No.: 120601W

54
 BANKER(S) TO OUR COMPANY

HDFC BANK
Address: HDFC Bank House, Near Pramukh Swami
Arcade, DR. Yagnik Road , Rajkot, Gujarat 360001
Phone No. +91 9426792001
Email ID: support@[Link]
Contact Person : Ashish Maheta

BANKER(S) TO THE ISSUE

ICICI BANK LIMITED
Capital Market Division, 1st Floor, 122, Mistry
Bhavan Dinshaw Vachha Road, Backbay
Reclamation, Churchgate, Mumbai - 400020
Tel: 022- 66818911/23/24
Email: [Link]@[Link]
Website: [Link]
Contact Person: Mr. Saurabh Kumar
SEBI Registration Number: INBI00000004

SELF CERTIFIED SYNDICATE BANKS

The lists of banks that have been notified by SEBI to act as SCSB for the Applications Supported by Blocked
Amount (ASBA) Process are provided on the website of SEBI on
[Link] For details on Designated
Branches of SCSBs collecting the Application Forms, please refer to the above-mentioned SEBI link.

BROKERS TO THIS ISSUE

Applicants can submit Application Forms in the Issue using the stock brokers network of the Stock
Exchanges, i.e., through the Registered Brokers at the Broker Centres. The list of the Registered Brokers,
including details such as postal address, telephone number and e-mail address, is provided on the website
of the SEBI ([Link]) and updated from time to time. For details on Registered Brokers, please
refer [Link]

REGISTRAR TO ISSUE AND SHARE TRANSFER AGENTS

The list of the RTAs eligible to accept Applications forms at the Designated RTA Locations, including
details such as address, telephone number and e-mail address, are provided on the website of the SEBI on
[Link] as updated from time to time.

COLLECTING DEPOSITORY PARTICIPANTS

The list of the CDPs eligible to accept Application Forms at the Designated CDP Locations, including
details such as name and contact details, are provided on the website of Stock Exchange. The list of
branches of the SCSBs named by the respective SCSBs to receive deposits of the Bid cum Application
Forms from the Designated Intermediaries will be available on the website of the SEBI ([Link])
on [Link] and updated from time to
time.

55
MONITORING AGENCY

As per Regulation 262(1) of the SEBI (ICDR) Regulations, 2018 the requirement of Monitoring Agency is
not mandatory if the issue size is below ₹ 10,000 lakhs and hence our Company has not appointed a
monitoring agency for this Issue. However, as per Section 177 of the Companies Act, 2013, the Audit
Committee of our Company, would be monitoring the utilization of the proceeds of the Issue.

IPO GRADING

Since the issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, there is no
requirement of appointing an IPO Grading agency.

TRUSTEES

This being an Issue of Equity Shares, the appointment of trustees is not required.

DETAILS OF THE APPRAISING AUTHORITY

The objects of the Issue and deployment of funds are not appraised by any independent agency/ bank/
financial institution.

CREDIT RATING

This being an Issue Equity Shares, credit rating is not required.

EXPERT OPINION

Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent from the Statutory Auditor namely, S V J K & Associates.,
Chartered Accountants, to include their name in respect of the reports on the Restated Financial Statements
dated 31st December, 2023 and the Statement of Tax Benefits dated 31st December, 2023, issued by them
and included in this Draft Prospectus, as required under section 26(1)(a)(v) of the Companies Act, 2013 in
this Draft Prospectus and as “Expert” as defined under section 2(38) of the Companies Act, 2013 and such
consent has not been withdrawn as on the date of this Draft Prospectus.

However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S.
Securities Act.

FILING OF OFFER DOCUMENT

In terms of Regulation 246 (1) of the SEBI (ICDR) Regulations, 2018, and Pursuant to SEBI Circular Number
SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a copy of the draft prospectus will be filed
with the Board through the Lead Manager, immediately upon filing of the draft offer document with the
Registrar of Companies. However, as per Regulation 246 (2) of the SEBI (ICDR) Regulations, 2018, The
Board shall not issue any observation on the draft offer document. In terms of Regulation 246 (5) of the
SEBI (ICDR) Regulations, 2018, a copy of draft prospectus and this prospectus shall also be furnished to the
Board in a soft copy. A copy of the Draft Prospectus along with the documents required to be filed under
Section 26 of the Companies Act, 2013 will be delivered to the Registrar of Company, Ahmedabad, situated
at ROC Bhavan, Opp. Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad ‐ 380013.

56
ISSUE PROGRAMME

An indicative time table in respect of the Issue is set out below:

Event Indicative Date

Issue Opening Date [●]
Issue Closing Date [●]
Finalization of Basis of Allotment with the Designated Stock Exchange [●]
Initiation of Allotment / Refunds / Unblocking of Funds [●]
Credit of Equity Shares to demat accounts of Allottees [●]
Commencement of trading of the Equity Shares on the Stock Exchange [●]

The above timetable is indicative and does not constitute any obligation on our Company or the Lead
Manager. Whilst our Company shall ensure that all steps for the completion of the necessary formalities for
the listing and the commencement of trading of the Equity Shares on the Stock Exchange are taken within 3
Working Days of the Issue Closing Date, the timetable may change due to various factors, such as
extension of the Issue Period by our Company, or any delays in receiving the final listing and trading
approval from the Stock Exchange. The Commencement of trading of the Equity Shares will be entirely at
the discretion of the Stock Exchange and in accordance with the applicable laws.

Applications and any revision to the same shall be accepted only between 10.00 a.m. and 5.00 p.m. (IST)
during the Issue Period (except for the Issue Closing Date). On the Issue Closing Date, the Applications
and any revision to the same shall be accepted between 10.00 a.m. and 3.00 p.m. (IST) or such extended
time as permitted by the Stock Exchanges, in case of Applications by Retail Individual Applicants after
taking into account the total number of applications received up to the closure of timings and reported by
the Lead Manager to the Stock Exchanges. It is clarified that Applications not uploaded on the electronic
system would be rejected. Applications will be accepted only on Working Days, i.e., Monday to Friday
(excluding any public holiday).

Due to limitation of time available for uploading the Applications on the Issue Closing Date, the
Applicants are advised to submit their Applications one day prior to the Issue Closing Date and, in any
case, no later than 3.00 p.m. (IST) on the Issue Closing Date. All times mentioned in this Prospectus are
Indian Standard Times. Applicants are cautioned that in the event a large number of Applications are
received on the Issue Closing Date, as is typically experienced in public offerings, some Applications may
not get uploaded due to lack of sufficient time. Such Applications that cannot be uploaded will not be
considered for allocation under the Issue. Applications will be accepted only on Business Days. Neither
our Company nor the Lead Manager is liable for any failure in uploading the Applications due to faults in
any software/hardware system or otherwise.

In accordance with the SEBI Regulations, QIBs and Non-Institutional Applicants are not allowed to
withdraw or lower the size of their Applications (in terms of the quantity of the Equity Shares or the
Applications Amount) at any stage. Retail Individual Applicants can revise or withdraw their Applications
prior to the Issue Closing Date. Except Allocation to Retail Individual Investors, Allocation in the Issue will
be on a proportionate basis.

In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical
or the electronic Application Form, for a particular Applicant, the details as per the file received from the
Stock Exchange may be taken as the final data for the purpose of Allotment. In case of discrepancy in the
data entered in the electronic book vis-à-vis the data contained in the physical or electronic Application

57
Form, for a particular ASBA Applicant, the Registrar to the Issue shall ask the relevant SCSB or the
member of the Syndicate for rectified data.

UNDERWRITING

This Issue is 100% Underwritten. The Underwriting agreement is dated January 06, 2024. Pursuant to the
terms of the Underwriting Agreement, the obligations of the Underwriters are several and are subject to
certain conditions specified therein. The Underwriters have indicated their intention to underwrite the
following number of specified securities being offered through this Issue:

No. of Shares Amt % of the Total

Details of the Underwriters Underwritten Underwritten Issue Size
( ₹in Lakhs) Underwritten
ISK ADVISORS PRIVATE LIMITED
501, A. N. Chambers, 130, Turner Road, Bandra West,
Mumbai-400 050
Tel No.: +91 – 22 – 26431002
Email: ncmpl@[Link] 28,48,000 [●] 94.93%
Website: [Link]
Investor Grievance Email: enquiry@[Link]
Contact Person: Mr. Ronak I. Kadri
SEBI Registration No. INM000012625
SUNFLOWER BROKING PRIVATE LIMITED
Sunflower House, 5th Foor, 80 Feet Road,
Near Bhaktinagar Circle, Rajkot-36002
Tel No- 0281-2361935/ 079 4039 6993
Email- compliance@[Link] 1,52,000 [●] 5.07%
Website- [Link]
Contact Person- Mr Bhavik Vora/ Mr. Nikunj Mehta
SEBI Registration No- INZ000195131
CIN : U65923GJ1998PTC011203
Total 30,00,000 100.00%

As per Regulation 260(2) of SEBI (ICDR) Regulations, 2018, the Lead Manager has agreed to underwrite to
a minimum extent of 15% of the Issue out of its own account.

In the opinion of the Board of Directors (based on certificate given by the Underwriters), the resources of
the above-mentioned Underwriters are sufficient to enable them to discharge their respective underwriting
obligations in full. The above – mentioned Underwriters are registered with SEBI under Section 12(1) of the
SEBI Act or registered as broker with the Stock Exchange.

WITHDRAWAL OF THE ISSUE

Our Company in consultation with the Lead Managers, reserves the right not to proceed with the Issue at
any time after the Issue Opening Date but before the Board meeting for Allotment. In such an event our
Company would issue a public notice in the newspapers, in which the pre-issue advertisements were
published, within two days of the issue Closing Date or such other time as may be prescribed by SEBI,
providing reasons for not proceeding with the Issue. The Lead Manager, through the Registrar to the Issue,
shall notify the SCSBs to unblock the bank accounts of the ASBA Applicants within one day of receipt of
such notification. Our Company shall also promptly inform the Stock Exchange on which the Equity
Shares were proposed to be listed. Notwithstanding the foregoing, the Issue is also subject to obtaining the

58
final listing and trading approvals of the Stock Exchange, which our Company shall apply for after
Allotment. If our Company withdraws the Issue at any stage including after the Issue Closing Date and
thereafter determines that it will proceed with an IPO, our Company shall be required to file a fresh Draft
Prospectus.

MARKET MAKER

SUNFLOWER BROKING PRIVATE LIMITED

SUNFLOWER HOUSE,
5th FLOOR, 80 FEET ROAD,
NEAR BHAKTINAGAR CIRCLE
RAJKOT-360002
Tel No- 0281-2361935/ 079 4039 6993
Email- compliance@[Link]
Website- [Link]
Contact Person- Mr. Bhavik Vora / Mr. Nikunj Mehta
SEBI Registration No- INZ000195131
CIN: U65923GJ1988PTC011203

Details of the Market Making Arrangement for this Issue

Our Company and the Lead Managers, have entered into an agreement dated January 06,2024 with
Sunflower Broking Private Limited, a Market Maker registered with SME Platform of NSE in order to fulfil
the obligations of Market Making

The Market Maker shall fulfil the applicable obligations and conditions as specified in the SEBI (ICDR)
Regulations, and its amendments from time to time and the circulars issued by the NSE and SEBI
regarding this matter from time to time.

Following is a summary of the key details pertaining to the Market Making arrangement:

1. The Market Maker shall be required to provide a 2-way quote for 75% of the time in a day. The same
shall be monitored by the Stock Exchange. Further, the Market Maker shall inform the exchange in
advance for each and every black out period when the quotes are not being offered by the Market
Maker.

2. The minimum depth of the quote shall be ₹ 1,00,000. However, the investors with holdings of value
less than ₹1,00,000 shall be allowed to offer their holding to the Market Maker in that scrip provided
that he sells his entire holding in that scrip in one lot along with a declaration to the effect to the selling
broker.

3. The Inventory Management and Buying/Selling Quotations and its mechanism shall be as per the
relevant circulars issued by SEBI and EMERGE Platform of NSE from time to time.

4. Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker, for
the quotes given by him.

5. There would not be more than five Market Makers for a script at any point of time and the Market
Makers may compete with other Market Makers for better quotes to the investors.

6. The shares of the Company will be traded in continuous trading session from the time and day the

59
 company gets listed on EMERGE Platform of NSE and Market Maker will remain present as per the
guidelines mentioned under NSE and SEBI circulars.

7. There will be special circumstances under which the Market Maker may be allowed to withdraw
temporarily/fully from the market – for instance due to system problems or any other problems. All
controllable reasons require prior approval from the Exchange, while force-majeure will be applicable
for non-controllable reasons. The decision of the Exchange for deciding controllable and non-
controllable reasons would be final.

8. The price band shall be 20% and the Market Maker Spread (difference between the sell and the buy
quote) shall be within 10% or as intimated by Exchange from time to time.

9. The Market Maker shall have the right to terminate the said arrangement by giving three months’
notice or on mutually acceptable terms to the Lead Manager, who shall then be responsible to appoint
a replacement Market Maker.

In case of termination of the above-mentioned Market Making Agreement prior to the completion of
the compulsory Market Making period, it shall be the responsibility of the Lead Manager to arrange
for another Market Maker in replacement during the term of the notice period being served by the
Market Maker but prior to the date of releasing the existing Market Maker from its duties in order to
ensure compliance with the requirements of regulation 261 of the SEBI (ICDR) Regulations, 2018.
Further the Company and the Lead Manager reserve the right to appoint other Market Makers either
as a replacement of the current Market Maker or as an additional Market Maker subject to the total
number of Designated Market Makers does not exceed five or as specified by the relevant laws and
regulations applicable at that particulars point of time.

10. Risk containment measures and monitoring for Market Maker: SME Platform of NSE will have all
margins which are applicable on the NSE Main Board viz., Mark-to-Market, Value-At-Risk (VAR)
Margin, Extreme Loss Margin, Special Margins and Base Minimum Capital etc. NSE can impose any
other margins as deemed necessary from time-to-time.

11. Punitive Action in case of default by Market Maker: SME Platform of NSE will monitor the
obligations on a real-time basis and punitive action will be initiated for any exceptions and/or non-
compliances. Penalties / fines may be imposed by the Exchange on the Market Maker, in case he is not
able to provide the desired liquidity in a particular security as per the specified guidelines. These
penalties / fines will be set by the Exchange from time to time. The Exchange will impose a penalty on
the Market Maker in case he is not present in the market (offering two-way quotes) for at least 75% of
the time. The nature of the penalty will be monetary as well as suspension in market making activities
/ trading membership.

The Department of Surveillance and Supervision of the Exchange would decide and publish the
penalties / fines / suspension for any type of misconduct/ manipulation/ other irregularities by the
Market Maker from time to time.

12. Price Band and Spreads: SEBI Circular bearing reference no: CIR/MRD/DP/ 02/2012 dated January 20,
2012, has laid down that for Issue size up to M 250 Crores, the applicable price bands for the first day
shall be:

• In case equilibrium price is discovered in the Call Auction, the price band in the normal trading
session shall be 5% of the equilibrium price.

60
 • In case equilibrium price is not discovered in the Call Auction, the price band in the normal
trading session shall be 5% of the Issue price.

Additionally, the trading shall take place in TFT segment for first 10 days from commencement of
trading. The price band shall be 20% and the Market Maker Spread (difference between the sell and the
buy quote) shall be within 10% or as intimated by Exchange from time to time.

The following spread will be applicable on the SME Exchange Platform:

Sr. No. Market Price Slab (in ₹) Proposed Spread (in % to total Sale Price)
1. Up to 50 9
2. 50 to 75 8
3. 75 to 100 7
4. Above 100 6

13. Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the
upper side for Markets Makers during market making process has been made applicable, based on the
issue size and as follows:

Buy quote exemption threshold Re-Entry threshold for buy

Issue Size (including mandatory initial quote (including mandatory
inventory of 5% of the Issue Size) initial inventory of 5% of the
Issue Size)
Up to ₹ 20 Crore 25% 24%
₹ 20 Crore to ₹ 50 Crore 20% 19%
₹ 50 Crore to ₹ 80 Crore 15% 14%
Above ₹ 80 Crore 12% 11%

All the above-mentioned conditions and systems regarding the Market Making Arrangement are
subject to change based on changes or additional regulations and guidelines from SEBI and Stock
Exchange from time to time.

61
 CAPITAL STRUCTURE

The share capital of the Company as on the date of this Draft Prospectus is set forth below:
(₹ in lakhs, except share data)
Aggregate
Aggregate
Sr. Value at
Particulars Value at
No. Nominal
Issue Price
Value
A Authorised Share Capital
1,00,00,000 Equity Shares of face value of ₹10 each 1,000.00 -

B Issued, Subscribed and Paid-up Share Capital before the Issue

70,00,000 Equity Shares of face value of ₹10 each 700.00 700.00
C Present Issue in terms of this Draft Prospectus(1)
Issue of 30,00,000 Equity Shares of ₹10 each at a price of ₹ [●]
including a Share premium of ₹ [●] per Equity Share) per equity 300.00 [●]
Share
Which comprises:
1,52,000 equity Shares of ₹ 10 each at a price of ₹ [●] (including a
Share premium of ₹ [●] per Equity Share) per Equity Share reserved 15.20 [●]
as Market Maker Portion
Net Issue to Public of 28,48,000 equity Shares of ₹ 10 each at a price of
₹ [●] (including a Share premium of ₹ [●] per Equity Share) per 284.80 [●]
Equity Share to the Public
Of which(2):
14,24,000 Equity Shares of ₹ 10 each at a price of ₹ [●] (including a
Share premium of ₹ [●] (per Equity Share) per Equity Share will be 142.40 [●]
available for allocation for Investors of up to ₹ 2.00 lakhs
14,24,000 Equity Shares of ₹ 10 each at a price of ₹ [●] (including a
Share premium of ₹ [●] (per Equity Share) per Equity Share will be 142.40 [●]
available for allocation for Investors of above ₹ 2.00 lakhs

D Paid-up Equity Share Capital after the Issue

1,00,00,000 Equity Shares of ₹ 10 each 1000.00/-

E Securities Premium Account

Before the Issue (as on date of this Draft Prospectus) 0.00/-
After the Issue [●]
1)The present Issue has been authorized pursuant to a resolution of our Board dated December 14, 2023 and by
Special Resolution passed under Section 62(1)(C) of the Companies Act, 2013 at an Extra Ordinary Annual General
Meeting of our shareholders held on December 20, 2023.
Allocation to all categories shall be made on a proportionate basis subject to valid Applications received at or above
(2)

the Issue Price. Under subscription, if any, in any of the categories, would be allowed to be met with spill-over from
any of the other categories or a combination of categories at the discretion of our Company in consultation with the
Lead Manager and Designated Stock Exchange. Such inter-se spill over, if any, would be affected in accordance with
applicable laws, rules, regulations and guidelines.

Our Company has no outstanding convertible instruments as on the date of this Draft Prospectus.

62
CLASS OF SHARES
The company has only one class of shares i.e. Equity shares of ₹ 10/‐ each only and all Equity Shares are
ranked pari‐passu in all respect. All Equity Shares issued are fully paid‐up as on date of this Draft
Prospectus.
Our Company does not have any partly paid‐up equity shares as on the date of this Draft Prospectus. Our
Company does not have any outstanding convertible instruments as on the date of this Draft Prospectus

Notes to the Capital Structure

1) Changes in Authorized Share Capital

Since incorporation, the capital structure of our Company has been altered in the following manner:

1. The initial authorized Share Capital of ₹ 10,00,000/- divided into 1,00,000 shares of ₹10 each was
increased to ₹ 20,00,000/- divided into 2,00,000 Equity Shares of ₹10 each, pursuant to resolution of
shareholders passed at the EGM held on 13/06/2013.

2. The authorized Share Capital of company was further increased from ₹ 20,00,000/-divided into
2,00,000 shares of ₹10 to ₹ 30,00,000/- divided into 3,00,000 Equity Shares of ₹10 each, pursuant to
resolution of shareholders passed at the EGM held on 01/08/2014.

3. The authorized Share Capital of company was further increased from ₹ 30,00,000/- divided into
3,00,000 shares of ₹10 to ₹ 50,00,000/- divided into 5,00,000 Equity Shares of ₹10 each, pursuant to
resolution of shareholders passed at the EGM held on 01/02/2020.

4. The authorized Share Capital of company was further increased from ₹ 50,00,000/- divided into
5,00,000 shares of ₹10 to ₹ 10,00,00,000.00/- divided into 1,00,00,000 Equity Shares of ₹10 each,
pursuant to resolution of shareholders passed at the EGM held on 01/09/2021

2) Share Capital History of our Company:

a) Equity Share Capital

Our Company has made allotments of Equity Shares from time to time. The following is the Equity Share
Capital Build-up of our Company:

Nature
Cumulative Cumulative
Date of No. of Face Issue Nature / of Cumulative
No. of Paid Up
Allotment of Equity Value Price Reason of Consi Share
Equity Share
Equity Shares Shares (₹) (₹) Allotment deratio Premium (₹)
Shares Capital (₹)
n

Upon Subscription
1,00,000 10/- 10/- Cash 1,00,000 10,00,000/- Nil
Incorporation to MOA(1)
Further
15.07.2013 1,00,000 10/- 10/- Cash 2,00,000 20,00,000/- Nil
Allotment(2)
Further
26.06.2015 1,00,000 10/- 10/- Cash 3,00,000 Nil
Allotment(3) 30,00,000/-
Further
29.02.2020 2,00,000 10/- 10/- Cash 5,00,000 50,00,000/- Nil
Allotment(4)
15.11.2021 3,00,000 10/- 10/- Further Cash 8,00,000 80,00,000/- Nil

63
 Nature
Cumulative Cumulative
Date of No. of Face Issue Nature / of Cumulative
No. of Paid Up
Allotment of Equity Value Price Reason of Consi Share
Equity Share
Equity Shares Shares (₹) (₹) Allotment deratio Premium (₹)
Shares Capital (₹)
n

Allotment(5)
01.03.2023 42,00,000 10/- 10/- Right Issue(6) Cash 50,00,000 5,00,00,000/- Nil
Non
30.03.2023 20,00,000 10/- N.A. Bonus Issue(7) 70,00,000 7,00,00,000/- Nil
Cash

(1) The details of allotment of 1,00,000 Fully Paid‐up Equity Shares made to the subscribers to the
Memorandum of Association on Incorporation of Company
Sr. Name of Subscribers No. of Shares Face Value per Issue Price per
No Subscribed share (in ₹) share (in ₹)
1 Ashokbhai Shibabhai Gajera 10,000 10/- 10/-
2 Babulal Laljibhai Suvagiya 10,000 10/- 10/-
3 Bharatbhai Shibabhai Gajera 10,000 10/- 10/-
4 Dineshbhai Madhabhai Suvagiya 10,000 10/- 10/-
5 Ilaben Pareshbhai Patel 10,000 10/- 10/-
6 Kalubhai Maganbhai Vekaria 10,000 10/- 10/-
7 Ketankumar Babulal Suvagiya 10,000 10/- 10/-
8 Maheshbhai Shibabhai Gajera 10,000 10/- 10/-
9 Rameshbhai Laljibhai Suvagiya 10,000 10/- 10/-
10 Shivlalbhai Veljibhai Bhanderi 10,000 10/- 10/-
Total 1,00,000

(2) The details of allotment of 1,00,000 Fully Paid‐up Equity Shares made on 15th July 2013, by way of
further allotment is as follows:

Sr. Name of Allottee No. of Equity Face Value per Issue Price per
No Shares Allotted share (in ₹) share (in ₹)
1 Ashokbhai Shibabhai Gajera 10,000 10/- 10/-
2 Babulal Laljibhai Suvagiya 10,000 10/- 10/-
3 Bharatbhai Shibabhai Gajera 10,000 10/- 10/-
4 Dineshbhai Madhabhai Suvagiya 10,000 10/- 10/-
5 Ilaben Pareshbhai Patel 10,000 10/- 10/-
6 Kalubhai Maganbhai Vekaria 10,000 10/- 10/-
7 Ketankumar Babulal Suvagiya 10,000 10/- 10/-
8 Maheshbhai Shibabhai Gajera 10,000 10/- 10/-
9 Rameshbhai Laljibhai Suvagiya 10,000 10/- 10/-
10 Shivlalbhai Veljibhai Bhanderi 10,000 10/- 10/-
Total 1,00,000

64
(3) The details of allotment of 1,00,000 Fully Paid‐up Equity Shares made on 26th June 2015, by way of
further allotment is as follows:

Sr. Name of Allottee No. of Equity Face Value per Issue Price per
No Shares Allotted share (in ₹) share (in ₹)
1 Ashokbhai Shibabhai Gajera 10,000 10/- 10/-
2 Babulal Laljibhai Suvagiya 10,000 10/- 10/-
3 Bharatbhai Shibabhai Gajera 10,000 10/- 10/-
4 Dineshbhai Madhabhai Suvagiya 10,000 10/- 10/-
5 Ilaben Pareshbhai Patel 10,000 10/- 10/-
6 Kalubhai Maganbhai Vekaria 10,000 10/- 10/-
7 Ketankumar Babulal Suvagiya 10,000 10/- 10/-
8 Maheshbhai Shibabhai Gajera 10,000 10/- 10/-
9 Rameshbhai Laljibhai Suvagiya 10,000 10/- 10/-
10 Shivlalbhai Veljibhai Bhanderi 10,000 10/- 10/-
Total 1,00,000

(4) The details of allotment of 2,00,000 Fully Paid‐up Equity Shares made on 29th February 2020, by way
of further allotment is as follows:

Sr. Name of Allottee No. of Equity Face Value per Issue Price per
No Shares Allotted share (in ₹) share (in ₹)
1 Ashokbhai Shibabhai Gajera 20,000 10/- 10/-
2 Babulal Laljibhai Suvagiya 20,000 10/- 10/-
3 Bharatbhai Shibabhai Gajera 20,000 10/- 10/-
4 Dineshbhai Madhabhai Suvagiya 20,000 10/- 10/-
5 Ilaben Pareshbhai Patel 20,000 10/- 10/-
6 Kalubhai Maganbhai Vekaria 20,000 10/- 10/-
7 Ketankumar Babulal Suvagiya 20,000 10/- 10/-
8 Maheshbhai Shibabhai Gajera 20,000 10/- 10/-
9 Rameshbhai Laljibhai Suvagiya 20,000 10/- 10/-
10 Shivlalbhai Veljibhai Bhanderi 20,000 10/- 10/-
Total 2,00,000

(5) The details of allotment of 3,00,000 Fully Paid‐up Equity Shares made on 15th November 2021, by way
of further allotment is as follows:

Sr. Name of Allottee No. of Equity Face Value per Issue Price per
No Shares Allotted share (in ₹) share (in ₹)
1 Ashokbhai Shibabhai Gajera 50,000 10/- 10/-
2 Bharatbhai Shibabhai Gajera 50,000 10/- 10/-
3 Dineshbhai Madhabhai Suvagiya 50,000 10/- 10/-
4 Ilaben Pareshbhai Patel 50,000 10/- 10/-
5 Kalubhai Maganbhai Vekaria 50,000 10/- 10/-
6 Maheshbhai Shibabhai Gajera 50,000 10/- 10/-
Total 3,00,000

65
(6) The details of allotment of 42,00,000 Fully Paid‐up Equity Shares made on 1st March 2023, by way of
Rights issue is as follows:

Sr. Name of Allottee No. of Equity Face Value per Issue Price per
No Shares Allotted share (in ₹) share (in ₹)
1 Ashokbhai Shibabhai Gajera 4,00,000 10/- 10/-
2 Babulal Laljibhai Suvagiya 4,50,000 10/- 10/-
3 Bharatbhai Shibabhai Gajera 4,00,000 10/- 10/-
4 Dineshbhai Madhabhai Suvagiya 4,00,000 10/- 10/-
5 Ilaben Pareshbhai Patel 4,00,000 10/- 10/-
6 Kalubhai Maganbhai Vekaria 4,00,000 10/- 10/-
7 Ketankumar Babulal Suvagiya 4,50,000 10/- 10/-
8 Maheshbhai Shibabhai Gajera 4,00,000 10/- 10/-
9 Rameshbhai Laljibhai Suvagiya 4,50,000 10/- 10/-
10 Shivlalbhai Veljibhai Bhanderi 4,50,000 10/- 10/-
Total 42,00,000

(7) The details of allotment of 20,00,000 Fully Paid‐up Equity Shares made on 30th March 2023, by way of
Bonus issue is as follows:

Sr. Name of Allottee No. of Equity Face Value per Issue Price per
No Shares Allotted share (in ₹) share (in ₹)
1 Ashokbhai Shibabhai Gajera 2,00,000 10/- Not Applicable
2 Babulal Laljibhai Suvagiya 2,00,000 10/- Not Applicable
3 Bharatbhai Shibabhai Gajera 2,00,000 10/- Not Applicable
4 Dineshbhai Madhabhai Suvagiya 2,00,000 10/- Not Applicable
5 Ilaben Pareshbhai Patel 2,00,000 10/- Not Applicable
6 Kalubhai Maganbhai Vekaria 2,00,000 10/- Not Applicable
7 Ketankumar Babulal Suvagiya 2,00,000 10/- Not Applicable
8 Maheshbhai Shibabhai Gajera 2,00,000 10/- Not Applicable
9 Rameshbhai Laljibhai Suvagiya 2,00,000 10/- Not Applicable
10 Shivlalbhai Veljibhai Bhanderi 2,00,000 10/- Not Applicable
Total 20,00,000

3) Our Company has not issued any Equity Shares for consideration other than cash except for the
Equity Shares as mentioned under:
No. Of Benefits
Face
Date Of Equity Nature of Allotted Accrued to
Value Issue Price (₹)
Allotment Shares Allotment Person the Company
(₹)
Allotted
10 Expansion of
30.03.2023 20,00,000 10 Not Applicable Bonus Issue
capital

4) No shares have been allotted in terms of any scheme approved under sections 391-394 of the
Companies Act, 1956 or Sections 230-234 of the Companies Act, 2013.

66
5) Our Company has not issued any shares pursuant to an Employee Stock Option Scheme/Employee
Stock Purchase Scheme for our employees and we do not intend to allot any shares to our employees
under Employee Stock Option Scheme/ Employee Stock Purchase Scheme from the proposed issue.
As and when, option to our employees under the Employee Stock Option Scheme, our company shall
comply with SEBI (share Based Employee Benefits and Sweet Equity) Regulation, 2021.

6) No shares have been issued at a price lower than the Issue Price within the last one year from the date
of this Draft Prospectus except as mentioned below:

We have issued within last one year from the date of this draft Prospectus Rights issue at Rs.10 per
equity share and Bonus shares for which no consideration was received. Accordingly, except as given
below our company has not issued any Equity shares during a period of one year preceding the date of
this draft prospectus which may be lower than the Issue Price.

Date of Allotted
Face
Allotment No. of Equity Issue Price Nature / Reason of Person Nature of
Value
of Equity Shares (₹) Allotment Consideration
(₹)
Shares
01.03.2023 42,00,000 10/- 10/- Right Issue 10 Cash

30.03.2023 20,00,000 10/- N.A. Bonus Issue 10 Non-Cash

7) Shareholding pattern of our Company

The following is the shareholding pattern of the Company as on the date of this Draft Prospectus

67
 (B)

(C)
(A)

(C2)
(C1)
Category (I)

er

ee
DRs
er &

ying
Non

Total
Category of Share- holder (II)

Public
Public

Trusts
Shares
Shares
Group

er Non

Underl
Promot
Promot
Promot

held by
Employ
No. of Share-holder (III)

70,00,000

-
-
-
-

70,00,000
No. of fully paid-up equity shares held
(IV)

-
-
-
-

70,00,000
70,00,000
No. of Partly paid-up equity shares held

0
-
-
-
0

-
(V)
No. of shares Underlying Depository

0
-
-
-
0

-
Receipts (VI)

Total Nos. Shares held

(VII) = (IV) + (V) + (VI)

-
-
-
-

70,00,000
70,00,000

Shareholding as a % of total No. of

Shares (calculated As per SCRR,
-

100%
100%

-
-
- 1957)(VIII)As a % of (A+B+C2)
Class-
Equity

70,00,000
70,00,000

-
-
-
s
as

0
0

-
Cl

-
-
-
Right
(IX)

No of voting
held in each

Total

70,00,000
70,00,000

-
-
-
Class of securities
Number of Voting Rights

Total As a
-

100%
100%

-
-
-

%of(A+B+C)

No of Underlying Outstanding
-
-
-
0

Convertible securities (incl. Warrants) (X)

Share Holding as a % assuming Full

convertible securities (as a% of Diluted
100%

Share Capital)(XI)=(VII)+(X)
-
-
-
-

100%

As a % of (A+B+C2)
(a)
No

-
-
-
-
-
(XII)
Locked

es
In shares

(b)
%of
Number of

-
-
-
-
-
As a

shar
total

held
(a)
No

-
-
-
-
-
Or

(XIII)
Pledged

Otherwise

total

68
encumbered

shares
No. of shares

held (b)
As a % of

-
-
-
-
-

No. of Equity shares held in De-mat form

(XIV)
70,00,000

-
-
-
-

70,00,000
8) Details of Major Share holders

1) The list of Shareholders holding 1% or more of the paid-up Share Capital of our Company as on
the date of this Draft Prospectus are:

% of Shares to Pre –
Sr. No. Particulars No. of Shares
Issue Share Capital
1 Ashokbhai Shibabhai Gajera 7,00,000 10%
2 Babulal Laljibhai Suvagiya 7,00,000 10%
3 Bharatbhai Shibabhai Gajera 7,00,000 10%
4 Dineshbhai Madhabhai Suvagiya 7,00,000 10%
5 Ilaben Pareshbhai Patel 7,00,000 10%
6 Kalubhai Maganbhai Vekaria 7,00,000 10%
7 Ketankumar Babulal Suvagiya 7,00,000 10%
8 Maheshbhai Shibabhai Gajera 7,00,000 10%
9 Rameshbhai Laljibhai Suvagiya 7,00,000 10%
10 Shivlalbhai Veljibhai Bhanderi 7,00,000 10%
TOTAL 70,00,000 100%

2) The list of Shareholders holding 1% or more of the paid-up Share Capital of our Company ten
days prior to date of this Draft Prospectus are:

% of Shares to Pre –
Sr. No. Particulars No. of Shares
Issue Share Capital
1 Ashokbhai Shibabhai Gajera 7,00,000 10%
2 Babulal Laljibhai Suvagiya 7,00,000 10%
3 Bharatbhai Shibabhai Gajera 7,00,000 10%
4 Dineshbhai Madhabhai Suvagiya 7,00,000 10%
5 Ilaben Pareshbhai Patel 7,00,000 10%
6 Kalubhai Maganbhai Vekaria 7,00,000 10%
7 Ketankumar Babulal Suvagiya 7,00,000 10%
8 Maheshbhai Shibabhai Gajera 7,00,000 10%
9 Rameshbhai Laljibhai Suvagiya 7,00,000 10%
10 Shivlalbhai Veljibhai Bhanderi 7,00,000 10%
TOTAL 70,00,000 100%

3) The list of Shareholders holding 1% or more of the paid-up Share Capital of our Company one
year prior to date of this Draft Prospectus are:

% of Shares to Pre –
Sr. No. Particulars No. of Shares
Issue Share Capital
1 Ashokbhai Shibabhai Gajera 1,00,000 12.5%
2 Babulal Laljibhai Suvagiya 50,000 6.25%
3 Bharatbhai Shibabhai Gajera 1,00,000 12.5%
4 Dineshbhai Madhabhai Suvagiya 1,00,000 12.5%
5 Ilaben Pareshbhai Patel 1,00,000 12.5%
6 Kalubhai Maganbhai Vekaria 1,00,000 12.5%
7 Ketankumar Babulal Suvagiya 50,000 6.25%

69
 % of Shares to Pre –
Sr. No. Particulars No. of Shares
Issue Share Capital
8 Maheshbhai Shibabhai Gajera 1,00,000 12.5%
9 Rameshbhai Laljibhai Suvagiya 50,000 6.25%
10 Shivlalbhai Veljibhai Bhanderi 50,000 6.25%
TOTAL 8,00,000 100%

4) The top ten Shareholders of our Company two years prior to date of this Draft Prospectus are:

% of Shares to Pre –
Sr. No. Particulars No. of Shares
Issue Share Capital
1 Ashokbhai Shibabhai Gajera 1,00,000 12.5%
2 Babulal Laljibhai Suvagiya 50,000 6.25%
3 Bharatbhai Shibabhai Gajera 1,00,000 12.5%
4 Dineshbhai Madhabhai Suvagiya 1,00,000 12.5%
5 Ilaben Pareshbhai Patel 1,00,000 12.5%
6 Kalubhai Maganbhai Vekaria 1,00,000 12.5%
7 Ketankumar Babulal Suvagiya 50,000 6.25%
8 Maheshbhai Shibabhai Gajera 1,00,000 12.5%
9 Rameshbhai Laljibhai Suvagiya 50,000 6.25%
10 Shivlalbhai Veljibhai Bhanderi 50,000 6.25%
TOTAL 8,00,000 100%

9) Except as disclosed in the Draft Prospectus, our Company presently does not have any intention
or proposal to alter its capital structure for a period of six months commencing from the date of
opening of this Issue, by way of split / consolidation of the denomination of Equity Shares or
further issue of Equity Shares or securities convertible into Equity Shares, whether on a
preferential basis or issue of bonuses or rights or further public issue of specified securities or
Qualified Institutional Placement.

10) Shareholding of our Promoters

As on the date of this Draft Prospectus, Our Promoters, Ashokbhai Shibabhai Gajera, Babulal
Laljibhai Suvagiya, Bharatbhai Shibabhai Gajera, Dineshbhai Madhabhai Suvagiya, Ilaben
Pareshbhai Patel, Kalubhai Maganbhai Vekaria, Ketankumar Babulal Suvagiya, Maheshbhai
Shibabhai Gajera, Rameshbhai Laljibhai Suvagiya and Shivlalbhai Veljibhai Bhanderi collectively
holds total 70,00,000 Equity Shares of our Company. None of the Equity Shares held by our
Promoters are subject to any pledge.
Set forth below are the details of the build-up of shareholding of our Promoter:

70
1) Mr. Ashokbhai Shibabhai Gajera
%
of
% of Pos
Issue
Pre- t-
/ Cumula
Date of Nature of Consi Issue Issu
No. of F.V Trans tive no. Lock in
Allotment / Transacti derati Paid e
Shares (₹) fer of Period
Transfer on on Up Pai
Price Shares
Capita d
(₹)
l Up
Cap
ital
Upon
25/02/2013 0.10 3 Years
Incorporat Cash 10,000 10 10 10,000 0.143% %
ion
Further 0.143% 0.10 3 Years
15/07/2013 Cash 10,000 10 10 20,000
Allotment %
Further 0.143% 0.10 3 Years
26/06/2015 Cash 10,000 10 10 30,000
Allotment %
Further 0.286% 0.20 3 Years
29/02/2020 Cash 20,000 10 10 50,000
Allotment %
Further 0.714% 0.50 3 Years
15/11/2021 Cash 50,000 10 10 1,00,000
Allotment %
Right 5.714% 4.00 1 Year
01/03/2023 Cash 4,00,000 10 10 5,00,000
Issue %
Bonus Non 1.429% 1.00 3 Years
1,00,000 10 N.A. 6,00,000
Issue Cash %
30/03/2023
Bonus Non 1.429% 1.00 1 Year
1,00,000 10 N.A. 7,00,000
Issue Cash %
Total 7,00,000

2) Mr. Dineshbhai Madhabhai Suvagiya

%
of
% of
Issu Post
Pre-
e/ Cumula -
Date of Nature of Consi Issue
No. of F.V Tran tive no. Issu Lock in
Allotment / Transacti derati Paid
Shares (₹) sfer of e Period
Transfer on on Up
Pric Shares Paid
Capita
e (₹) Up
l
Cap
ital
Upon 0.143 0.10 3 Years
25/02/2013 Incorporat Cash 10,000 10 10 10,000 % %
ion
Further 0.143 0.10 3 Years
15/07/2013 Cash 10,000 10 10 20,000 %
Allotment %
Further 0.10 3 Years
26/06/2015 Cash 10,000 10 10 30,000
Allotment 0.143 %

71
2) Mr. Dineshbhai Madhabhai Suvagiya
%
of
% of
Issu Post
Pre-
e/ Cumula -
Date of Nature of Consi Issue
No. of F.V Tran tive no. Issu Lock in
Allotment / Transacti derati Paid
Shares (₹) sfer of e Period
Transfer on on Up
Pric Shares Paid
Capita
e (₹) Up
l
Cap
ital
%

Further 0.286 0.20

3 Years
29/02/2020 Allotment Cash 20,000 10 10 50,000 % %

Further 0.714 0.50 3 Years

15/11/2021 Allotment Cash 50,000 10 10 1,00,000 % %

Right 5.714 4.00

1 Year
01/03/2023 Issue Cash 4,00,000 10 10 5,00,000 % %

Bonus Non 1.429 1.00 3 Years

Issue 1,00,000 10 N.A. 6,00,000 %
Cash %
30/03/2023
Bonus 1.429
Non 1.00 1 Year
Issue 1,00,000 10 N.A. 7,00,000 %
Cash %

Total 7,00,000

3) Mr. Bharatbhai Shibabhai Gajera

% of % of
Issu
Pre- Post-
e/ Cumula
Date of Nature of Consi Issue Issue
No. of F.V Tran tive no. Lock in
Allotment / Transacti derati Paid Paid
Shares (₹) sfer of Period
Transfer on on Up Up
Price Shares
Capit Capit
(₹)
al al
Upon 0.10
3 Years
25/02/2013 Incorporat Cash 10,000 10 10 10,000 0.143 %
ion %
Further 0.143 0.10 3 Years
15/07/2013 Cash 10,000 10 10 20,000
Allotment % %
Further 0.143 0.10 3 Years
26/06/2015 Cash 10,000 10 10 30,000
Allotment % %
Further 0.286 0.20 3 Years
29/02/2020 Cash 20,000 10 10 50,000
Allotment % %
Further 0.714 0.50 3 Years
15/11/2021 Cash 50,000 10 10 1,00,000
Allotment % %
01/03/2023 Right Cash 4,00,000 10 10 5,00,000 5.714 4.00 1 Year

72
3) Mr. Bharatbhai Shibabhai Gajera
% of % of
Issu
Pre- Post-
e/ Cumula
Date of Nature of Consi Issue Issue
No. of F.V Tran tive no. Lock in
Allotment / Transacti derati Paid Paid
Shares (₹) sfer of Period
Transfer on on Up Up
Price Shares
Capit Capit
(₹)
al al
Issue % %
Bonus Non 1.429 1.00 3 Years
1,00,000 10 N.A. 6,00,000
Issue Cash % %
30/03/2023
Bonus Non 1.429 1.00 1 Year
1,00,000 10 N.A. 7,00,000
Issue Cash % %
Total 7,00,000

4) Mr. Ketankumar Babulal Suvagiya

% of % of
Issu
Pre- Post-
e/ Cumulat
Date of Nature of Consi Issue Issue
No. of F.V Tran ive no. Lock in
Allotment / Transacti derati Paid Paid
Shares (₹) sfer of Period
Transfer on on Up Up
Price Shares
Capit Capit
(₹)
al al
Upon 0.143 0.10
3 Years
25/02/2013 Incorporat Cash 10,000 10 10 10,000 % %
ion
Further 0.143 0.10 3 Years
15/07/2013 Cash 10,000 10 10 20,000 % %
Allotment

Further 0.143 0.10 3 Years

26/06/2015 Cash 10,000 10 10 30,000 % %
Allotment
Further 0.286 0.20 3 Years
29/02/2020 Allotment Cash 20,000 10 10 50,000 % %
Right 6.428 4.50 1 Year
01/03/2023 Issue Cash 4,50,000 10 10 5,00,000 % %
Bonus Non 2.143 1.50 3 Years
Issue 1,50,000 10 N.A. 6,50,000 %
Cash %
30/03/2023
Bonus Non 0.714 0.50 1 Year
Issue 50,000 10 N.A. 7,00,000 %
Cash %

Total 7,00,000

73
5) Mr. Babulal Laljibhai Suvagiya
% of % of
Issu
Pre- Post-
e/ Cumulat
Date of Nature of Consi Issue Issue
No. of F.V Tran ive no. Lock in
Allotment / Transacti derati Paid Paid
Shares (₹) sfer of Period
Transfer on on Up Up
Pric Shares
Capita Capi
e (₹)
l tal
Upon 0.143 0.10
3 Years
25/02/2013 Incorpora Cash 10,000 10 10 10,000 % %
tion
Further 0.143 0.10 3 Years
15/07/2013 Cash 10,000 10 10 20,000 % %
Allotment

Further
0.143 0.10 3 Years
26/06/2015 Cash 10,000 10 10 30,000 % %
Allotment
Further 0.286% 0.20 3 Years
29/02/2020 Cash 20,000 10 10 50,000
Allotment %
Right 6.428% 4.50 1 Year
01/03/2023 Cash 4,50,000 10 10 5,00,000
Issue %
Bonus Non 2.143% 1.50 3 Years
1,50,000 10 N.A. 6,50,000
Issue Cash %
30/03/2023
Bonus Non 0.714% 0.50 1 Year
50,000 10 N.A. 7,00,000
Issue Cash %
Total 7,00,000

6) Mrs. Ilaben Pareshbhai Patel

% of % of
Issue / Pre- Post-
Cumulat
Date of Nature of Consi Transf Issue Issue
No. of F.V ive no. Lock in
Allotment / Transacti derati er Paid Paid
Shares (₹) of Period
Transfer on on Price Up Up
Shares
(₹) Capita Capit
l al
Upon 0.143 0.10
3 Years
25/02/2013 Incorporat Cash 10,000 10 10 10,000 % %
ion
Further 0.143 0.10 3 Years
15/07/2013 Cash 10,000 10 10 20,000 % %
Allotment

Further 0.143 0.10 3 Years

26/06/2015 Cash 10,000 10 10 30,000 % %
Allotment
Further 0.286 0.20 3 Years
29/02/2020 Allotment Cash 20,000 10 10 50,000 % %

Further 0.714 0.50 3 Years

15/11/2021 Allotment Cash 50,000 10 10 1,00,000 % %

01/03/2023 Right Cash 4,00,000 10 10 5,00,000 5.714 4.00 1 Year

74
6) Mrs. Ilaben Pareshbhai Patel
% of % of
Issue / Pre- Post-
Cumulat
Date of Nature of Consi Transf Issue Issue
No. of F.V ive no. Lock in
Allotment / Transacti derati er Paid Paid
Shares (₹) of Period
Transfer on on Price Up Up
Shares
(₹) Capita Capit
l al
Issue % %

Bonus Non 1.429% 1.00 3 Years

1,00,000 10 N.A. 6,00,000
Issue Cash %
30/03/2023
Bonus Non 1.429% 1.00 1 Year
1,00,000 10 N.A. 7,00,000
Issue Cash %
Total 7,00,000

7) Mr. Kalubhai Maganbhai Vekaria

% of % of
Issu
Pre- Post-
e/ Cumulat
Date of Nature of Consi Issue Issue
No. of F.V Tran ive no. Lock in
Allotment / Transacti derati Paid Paid
Shares (₹) sfer of Period
Transfer on on Up Up
Pric Shares
Capita Capi
e (₹)
l tal
Upon 0.143 0.10
3 Years
25/02/2013 Incorpora Cash 10,000 10 10 10,000 % %
tion
Further 0.143 0.10 3 Years
15/07/2013 Cash 10,000 10 10 20,000 % %
Allotment

Further 0.143 0.10 3 Years

26/06/2015 Cash 10,000 10 10 30,000 % %
Allotment
Further 0.286 0.20 3 Years
29/02/2020 Allotment Cash 20,000 10 10 50,000 % %

Further 0.714 0.50 3 Years

15/11/2021 Allotment Cash 50,000 10 10 1,00,000 % %

Right 5.714 4.00 1 Year

01/03/2023 Issue Cash 4,00,000 10 10 5,00,000 % %

Bonus Non- 1.429% 1.00 3 Years

1,00,000 10 N.A. 6,00,000
Issue Cash %
30/03/2023
Bonus Non- 1.429% 1.00 1 Year
1,00,000 10 N.A. 7,00,000
Issue Cash %
Total 7,00,000

75
8) Mr. Maheshbhai Shibabhai Gajera
%
of
% of Post
Issu
Pre- -
e/ Cumulat
Date of Nature of Consi Issue Issu
No. of F.V Tran ive no. Lock in
Allotment / Transacti derati Paid e
Shares (₹) sfer of Period
Transfer on on Up Pai
Price Shares
Capita d
(₹)
l Up
Cap
ital
Upon 0.143 0.10
3 Years
25/02/2013 Incorporat Cash 10,000 10 10 10,000 % %
ion
Further
0.143 0.10 3 Years
15/07/2013 Cash 10,000 10 10 20,000 % %
Allotment

Further 0.143 0.10 3 Years

26/06/2015 Cash 10,000 10 10 30,000 % %
Allotment
Further 0.286 0.20 3 Years
29/02/2020 Allotment Cash 20,000 10 10 50,000 % %

Further 0.714 0.50 3 Years

15/11/2021 Allotment Cash 50,000 10 10 1,00,000 % %

Right 5.714 4.00 1 Year

01/03/2023 Issue Cash 4,00,000 10 10 5,00,000 % %

Bonus Non 1.429% 1.00 3 Years

1,00,000 10 N.A. 6,00,000
Issue Cash %
30/03/2023
Bonus Non 1.429% 1.00 1 Year
1,00,000 10 N.A. 7,00,000
Issue Cash %
Total 7,00,000

9) Mr. Rameshbhai Laljibhai Suvagiya

% of % of
Issu
Pre- Post-
e/ Cumulat
Date of Nature of Consi Issue Issue
No. of F.V Tran ive no. Lock in
Allotment / Transacti derati Paid Paid
Shares (₹) sfer of Period
Transfer on on Up Up
Price Shares
Capita Capit
(₹)
l al
Upon 0.143 0.10
3 Years
25/02/2013 Incorporat Cash 10,000 10 10 10,000 % %
ion
Further 0.143 0.10 3 Years
15/07/2013 Cash 10,000 10 10 20,000 % %
Allotment
26/06/2015 Further Cash 10,000 10 10 30,000 0.143 0.10 3 Years

76
9) Mr. Rameshbhai Laljibhai Suvagiya
% of % of
Issu
Pre- Post-
e/ Cumulat
Date of Nature of Consi Issue Issue
No. of F.V Tran ive no. Lock in
Allotment / Transacti derati Paid Paid
Shares (₹) sfer of Period
Transfer on on Up Up
Price Shares
Capita Capit
(₹)
l al
Allotment % %

Further 0.286 0.20 3 Years

29/02/2020 Allotment Cash 20,000 10 10 50,000 % %

Right 6.429% 4.50 1 Year

01/03/2023 Cash 4,50,000 10 10 5,00,000
Issue %
Bonus Non 2.143% 1.50 3 Years
1,50,000 10 N.A. 6,50,000
Issue Cash %
30/03/2023
Bonus Non 0.714% 0.50 1 Year
50,000 10 N.A. 7,00,000
Issue Cash %
Total 7,00,000

10) Mr. Shivlalbhai Veljibhai Bhanderi

% of % of
Issu
Pre- Post-
e/ Cumulat
Date of Nature of Consi Issue Issue
No. of F.V Tran ive no. Lock in
Allotment / Transacti derati Paid Paid
Shares (₹) sfer of Period
Transfer on on Up Up
Price Shares
Capita Capit
(₹)
l al
Upon 0.143 0.10 3 Years
25/02/2013 Incorporat Cash 10,000 10 10 10,000 % %
ion
Further 0.143 0.10 3 Years
15/07/2013 Cash 10,000 10 10 20,000 % %
Allotment

Further 0.143 0.10 3 Years

26/06/2015 Cash 10,000 10 10 30,000 % %
Allotment
Further 0.286 0.20 3 Years
29/02/2020 Allotment Cash 20,000 10 10 50,000 % %

Right 0.714 0.50 1 Year

01/03/2023 Issue Cash 4,50,000 10 10 5,00,000 % %

Bonus Non 2.143% 1.50 3 Years

1,50,000 10 N.A. 6,50,000
Issue Cash %
30/03/2023
Bonus Non 0.714% 0.50 1 Year
50,000 10 N.A. 7,00,000
Issue Cash %
Total 7,00,000

77
 Notes:

• None of the shares belonging to our Promoter have been pledged till date.
• The entire Promoter’ shares shall be subject to lock-in from the date of allotment of the equity
shares issued through this Prospectus for periods as per applicable Regulations of the SEBI
(ICDR) Regulations.
• Our Promoters have confirmed to the Company and the Lead Managers that the Equity
Shares held by our Promoter have been financed from their personal funds and no loans or
financial assistance from any bank or financial institution has been availed by them for this
purpose.
• All the shares held by our Promoter, were fully paid-up on the respective dates of acquisition
of such shares.

11) The average cost of acquisition of or subscription to Equity Shares by our Promoters is set
forth in the table below:
Average Cost of
No. of Equity Acquisition per
Sr. no. Name of the Promoter shares held equity share (in ₹)

1 Ashokbhai Sibabhai Gajera 7,00,000 7.14

2 Dineshbhai Madhabhai Gajera 7,00,000 7.14
3 Bharatbhai Shibabhai Gajera 7,00,000 7.14
4 Ketanbhai Lajibhai Suvagiya 7,00,000 7.14
5 Rameshbhai Lajibhai Suvagiya 7,00,000 7.14
6 Ilaben Pareshbhai Patel 7,00,000 7.14
7 Shivlalbhai Veljibhai Bhanderi 7,00,000 7.14
8 Maheshbhai Shibabhai Gajera 7,00,000 7.14
9 Babulal Lajibhai Gajera 7,00,000 7.14
10 Kalubhai Maganbhai Vekaria 7,00,000 7.14

The average cost of acquisition of Equity Shares by our Promoters has been calculated by
taking into account the amount paid by them to acquire and Shares acquired to them as
reduced by amount received on sell of shares i.e. net of sale consideration is divided by net
quantity of shares acquired.
12) Our Company has 10 (ten) Shareholders, as on the date of this Draft Prospectus.

13) Pre-Issue and Post Issue Shareholding of our Promoter and Promoter’ Group

i. Set forth is the shareholding of our Promoter and Promoter Group before and after the proposed
Issue:

Pre-Issue Post Issue

% Of Pre- % of Post-
Category of Promoter No. of No. of
Issue Paid Up Issue Paid Up
Shares Shares
Capital Capital
1. Promoter
Ashokbhai Sibabhai Gajera 7,00,000 10.00% 7,00,000 7.00%

78
 Pre-Issue Post Issue
% Of Pre- % of Post-
Category of Promoter No. of No. of
Issue Paid Up Issue Paid Up
Shares Shares
Capital Capital
Dineshbhai Madhabhai Gajera 7,00,000 10.00% 7,00,000 7.00%
Bharatbhai Shibabhai Gajera 7,00,000 10.00% 7,00,000 7.00%
Ketanbhai Lajibhai Suvagiya 7,00,000 10.00% 7,00,000 7.00%
Rameshbhai Lajibhai Suvagiya 7,00,000 10.00% 7,00,000 7.00%
Ilaben Pareshbhai Patel 7,00,000 10.00% 7,00,000 7.00%
Shivlalbhai Veljibhai Bhanderi 7,00,000 10.00% 7,00,000 7.00%
Maheshbhai Shibabhai Gajera 7,00,000 10.00% 7,00,000 7.00%
Babulal Lajibhai Gajera 7,00,000 10.00% 7,00,000 7.00%
Kalubhai Maganbhai Vekaria 7,00,000 10.00% 7,00,000 7.00%
Total 70,00,000 100.00% 70,00,000 70.00%
2. Promoter Group (as defined by
- -
SEBI (ICDR) Regulations)
3. Other Persons, Firms or Companies
whose shareholding is aggregated
for the purpose of disclosing in the
- - -
Prospectus under the heading
“Shareholding of the Promoter
Group”.
Total Promoter & Promoter Group
70,00,000 100.00% 70,00,000 70.00%
Holding

ii. There were no shares purchased/sold by the Promoter(s) and Promoter Group, directors of our
Company and their relatives during last six months from the date filing this Draft Prospectus
None of the members of the Promoter Group, Directors and their immediate relatives have
financed the purchase by any other person of Equity shares of our Company other than in the
normal course of business of the financing entity within the period of six months immediately
preceding the date of this Draft Prospectus.

79
 14) Promoter’ Contribution and other Lock-In details:

i. Details of Promoter’ Contribution locked-in for 3 years

Pursuant to the Regulation 236 and 238 of the SEBI (ICDR) Regulations, an aggregate of 20% of the
Post-Issue Equity Share Capital held by our Promoter shall be considered as promoter’ contribution
(“Promoter’ Contribution”) and locked-in for a period of three years from the date of Allotment. The
lock-in of the Promoter’ Contribution would be created as per applicable law and procedure and
details of the same shall also be provided to the Stock Exchange before listing of the Equity Shares.

The details of the Promoter’s Equity Shares proposed to be locked-in for a period of three years are
as follows:

As a % of Post Issue Share

Name of Promoter No. of Shares locked in(1)
Capital
Ashokbhai Sibabhai Gajera 2,00,000 2.00%
Dineshbhai Madhabhai Gajera 2,00,000 2.00%
Bharatbhai Shibabhai Gajera 2,00,000 2.00%
Ketanbhai Lajibhai Suvagiya 2,00,000 2.00%
Rameshbhai Lajibhai Suvagiya 2,00,000 2.00%
Ilaben Pareshbhai Patel 2,00,000 2.00%
Shivlalbhai Veljibhai Bhanderi 2,00,000 2.00%
Maheshbhai Shibabhai Gajera 2,00,000 2.00%
Babulal Lajibhai Gajera 2,00,000 2.00%
Kalubhai Maganbhai Vekaria 2,00,000 2.00%
Total 20,00,000 20.00%
(1)For details on the date of Allotment of the above Equity Shares, the nature of Allotment, face value and the

price at which they were acquired, please refer Note no. 1(h) under “Notes to Capital Structure”.

We confirm that in compliance with regulation 237 of SEBI ICDR Regulations, the minimum
Promoter contribution of 20% as shown above which is subject to lock-in for three years does not
consist of:

• Equity Shares acquired during the preceding three years for consideration other than cash and out
of revaluation of assets or capitalization of intangible assets or bonus shares out of revaluation
reserves or reserves without accrual of cash resources.

• Equity Shares acquired by the Promoter during the preceding one year, at a price lower than the
price at which Equity Shares are being issued to public in the Issue except of Bonus Shares.

• Private placement made by solicitation of subscription from unrelated persons either directly or
through any intermediary.

• The Equity Shares held by the Promoter and offered for minimum 20% Promoter’s Contribution
are not subject to any pledge.

• Equity Shares for which specific written consent has not been obtained from the shareholders for
inclusion of their subscription in the minimum Promoter’ Contribution subject to lock-in.

80
We further confirm that our Promoter’ Contribution of 20% of the Post Issue Equity does not
include any contribution from Alternative Investment Funds.

ii. Details of Shares locked-in for one year

a) Pursuant to Regulation 238(b) of the SEBI (ICDR) Regulations, in addition to the Promoter’
Contribution to be locked-in for a period of 3 years, as specified above, the entire Pre-Issue
Equity Share capital will be locked in for a period of one (1) year from the date of Allotment
in this Issue, other than the Equity Shares allotted and subscribed pursuant to the Offer for
Sale.

b) Pursuant to Regulation 242 of the SEBI Regulations, the Equity Shares held by our Promoter
can be pledged only with banks or financial institutions as collateral security for loans
granted by such banks or financial institutions for the purpose of financing one or more of the
objects of the issue and the pledge of shares is one of the terms of sanction of such loan.
However, as on date of this Prospectus, none of the Equity Shares held by our Promoter have
been pledged to any person, including banks and financial institutions.

c) Pursuant to Regulation 243 of the SEBI (ICDR) Regulations, Equity Shares held by our
Promoter, which are locked in as per Regulation 238 of the SEBI (ICDR) Regulations, may be
transferred to and amongst our Promoter/ Promoter Group or to a new promoter or persons
in control of our Company subject to continuation of the lock-in in the hands of the
transferees for the remaining period and compliance with Securities and Exchange Board of
India (Substantial Acquisition of Shares and Takeover) Regulations, 2011 as applicable.

d) Pursuant to Regulation 243 of the SEBI (ICDR) Regulations, Equity Shares held by
shareholders other than our Promoter, which are locked-in as per Regulation 239 of the SEBI
(ICDR) Regulations, may be transferred to any other person holding shares, subject to
continuation of the lock-in in the hands of the transferees for the remaining period and
compliance with Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeover) Regulations, 2011 as applicable.

15) Neither the Company, nor it’s Promoter, Directors or the Lead Managers have entered into
any buyback and/or standby arrangements for purchase of Equity Shares of the Company
from any person.

16) None of our Directors or Key Managerial Personnel holds Equity Shares in the Company,
except as stated in the chapter titled “Our Management” beginning on page no. 115 of this
Draft Prospectus.

17) Investors may note that in case of over-subscription, allotment will be on proportionate basis
as detailed under “Basis of Allotment” in the chapter titled "Issue Procedure" beginning on page
no. 250 of this Draft Prospectus. In case of over-subscription in all categories the allocation in
the Issue shall be as per the requirements of Regulation 43 (4) of SEBI (ICDR) Regulations, as
amended from time to time.

18) An investor cannot make an application for more than the number of Equity Shares offered in
this Issue, subject to the maximum limit of investment prescribed under relevant laws
applicable to each category of investor.

81
19) An over-subscription to the extent of 10% of the Net Offer can be retained for the purpose of
rounding off to the nearest integer during finalizing the allotment, subject to minimum
allotment, which is the minimum application size in this Issue.

Consequently, the actual allotment may go up by a maximum of 10% of the Net Issue, as a
result of which, the post-issue paid up capital after the Issue would also increase by the excess
amount of allotment so made. In such an event, the Equity Shares held by the Promoter and
subject to lock- in shall be suitably increased; so as to ensure that 20% of the post Issue paid-
up capital is locked in.

20) Under subscription, if any, in any of the categories, would be allowed to be met with spill-
over from any of the other categories or a combination of categories at the discretion of our
Company in consultation with the Lead Manager and Designated Stock Exchange. Such inter-
se spill over, if any, would be affected in accordance with applicable laws, rules, regulations
and guidelines

21) No payment, direct, indirect in the nature of discount, commission, and allowance, or
otherwise shall be made either by us or by our Promoter to the persons who receive
allotments, if any, in this Issue.

22) As on date of this Draft Prospectus, there are no outstanding financial instruments or any
other rights that would entitle the existing Promoter or shareholders or any other person any
option to receive Equity Shares after the Issue.

23) As on date of this Draft Prospectus, the entire issued share capital of our Company is fully
paid-up. The Equity Shares issued through this Public Issue will be fully paid up.

24) There shall be only one denomination of Equity Shares of our Company unless otherwise
permitted by law. Our Company shall comply with disclosure and accounting norms as may
be specified by SEBI from time to time.

25) Since the entire application money is being called on application, all successful applications,
shall be issued fully paid-up shares only. Also, as on the date of this Draft Prospectus the
entire pre-issue share capital of the Company has been made fully paid up.

26) We have not issued any Equity Shares out of revaluation reserves. We have not issued any
Equity Shares for consideration other than cash except as stated in this Draft Prospectus.

27) As on date of this Draft Prospectus, there are no outstanding ESOP’s, warrants, options or
rights to convert debentures, loans or other instruments convertible into the Equity Shares,
nor has the company ever allotted any equity shares pursuant to conversion of ESOP’s till
date.

28) Our Company shall ensure that transactions in the Equity Shares by our Promoter and our
Promoter Group between the date of this Draft Prospectus and the Issue Closing Date shall be
reported to the Stock Exchange within 24 hours of such transaction.

29) Our Promoter and Promoter Group will not participate in the Issue.

30) The Lead Manager and its associates do not directly or indirectly hold any shares of the
Company.

82
 31) Our Company has not revalued its assets and we do not have any revaluation reserves till
date.

Our Company has not made any public issue (including any rights issue to the public) since its
incorporation.

83
 SECTION V – PARTICULARS OF THE ISSUE

OBJECTS OF THE ISSUE

Issue Proceeds & Net Issue Proceeds

The details of the proceeds of the Issue are set forth in the table below:
(₹ in lakhs)
Sr. No. Particulars Amount
1 Gross Proceeds of the Issue [●]
2 Issue related Expenses(1) [●]
Net Proceeds of the Issue [●]
(1) The Issue related expenses are estimated expenses and subject to change.

Net Issue

The Objects of the Net Issue is to raise funds for:

(a) Capital Expenditure to

i). To Furnish the Corporate Office building
ii). To purchase Equipments for setting up Seed Testing laboratory
iii). To set-up Greenhouse (Fan-Pad System)
iv). To install Roof Top Solar Monocrystalline Panels (129.6KW)

(b) Additional Working Capital Requirement

(c) General Corporate Purpose

We believe that listing will enhance our corporate image and visibility of brand name of our Company. We
also believe that our Company will receive the benefits from listing of Equity Shares on the NSE Emerge. It
will also provide liquidity to the existing shareholders and will also create a public trading market for the
Equity Shares of our Company.

Our Company is engaged in the business of Production and Selling of Seeds. The main objects clause of our
Memorandum enables our Company to undertake its existing activities and these activities which have been
carried out until now by our Company are valid in terms of the object’s clause of our Memorandum of
Association.

Estimated Amount Allocated To Object Of The Issue And Amount To Be Funded For Net IPO Proceeeds

The Estimeted Amount allocated towards each object of the issue and the Amount to be funded fom the Net
Proceeds of the Issue (“Net Proceeds”) is as follows:

84
 (₹ in lakhs)
% of Amount to be
Estimated total funded
Sr.
Object Amount issue From Net
No.
size Proceeds (F. Y.
2024-25)
Capital expenditure
1
i). To Furnish the Corporate Office building 400.00 [●] 400.00
ii). To purchase Equipments for setting up Seed Testing [●] 150.00
150.00
laboratory
iii) To set-up Greenhouse (Fan-Pad System). 150.00 [●] 150.00
iv) To install Roof Top Solar Monocrystalline Panels [●] 60.00
60.00
(129.6KW)
Total (A) 760.00 [●] 760.00
2 Additional Working Capital Requirement 1100.00 [●] 1100.00
3 General Corporate Purpose [●] [●] [●]
Total (B) [●] [●] [●]
Net Proceeds –Total (A+B) [●] [●] [●]

In the event of the estimated utilisation of the Net Proceeds in a scheduled Fiscal being not undertaken in its
entirety, the remaining Net Proceeds shall be utilised in subsequent Fiscals, as may be decided by our
Company, in accordance with applicable laws. Further, if the Net Proceeds are not completely utilised for
the objects during the respective periods stated above due to factors such as (i) economic and business
conditions; (ii) increased competition; (iii) timely completion of the Issue; (iv) market conditions outside the
control of our Company; and (v) any other commercial considerations, the remaining Net Proceeds shall be
utilised (in part or full) in subsequent periods as may be determined by our Company, in accordance with
applicable laws.

The fund requirements mentioned above are based on the internal management estimates of our Company
and have not been verified by the LM or appraised by any bank, financial institution or any other external
agency. They are based on current circumstances of our business and our Company may have to revise its
estimates from time to time on account of various factors beyond its control, such as market conditions,
competitive environment, costs of commodities and interest or exchange rate fluctuations. Consequently,
the fund requirements of our Company are subject to revisions in the future at the discretion of the
management. In the event of any shortfall of funds for the activities proposed to be financed out of the Net
Proceeds as stated above, our Company may re-allocate the Net Proceeds to the activities where such
shortfall has arisen, subject to compliance with applicable laws. Further, in case of a shortfall in the Net
Proceeds or cost overruns, our management may explore a range of options including utilising our internal
accruals or seeking debt financing.

For further details on the risks involved in our proposed fund utilization as well as executing our business
strategies, please refer the “Risk Factors “on page no. 21 of the draft prospectus. The deployment of the Net
Proceeds from the Issue are based on management estimates and have not been independently appraised by
any bank or financial institution and is not subject to any monitoring by any independent agency and our
Company’s management will have flexibility in utilizing the Net Proceeds from the Issue.

85
Means of Finance

In the event of a shortfall in raising the requisite capital from the Net Proceeds, towards meeting the objects
of the Issue, the extent of the shortfall will be met by internal accruals or debt.

The entire fund requirements are to be financed from the Net Issue Proceeds, and there is no requirement to
make firm arrangements of finance under Regulation 230(1)(e) of the SEBI Regulations through verifiable
means towards at least 75% of the stated means of finance, excluding the amounts to be raised through the
Issue.

Details of the Fund Requirement with regard to each object of the issue is as follows

1) CAPITAL EXPENDITURE

The Company has started construction of corporate office building within the premise of our seed
processing unit. We will used net proceeds of the IPO for finishing & furnishing of the office building.
We also propose to use net proceeds of the IPO for setting up Research & Development laboratory within
the corporate office building. The net proceeds will be utilised in setting up greenhouse in the land
alongside the said office building. Further, we propose to use net proceeds of the IPO to install Roof Top
Solar Monocrystalline Panels of 129.6KW.

Following is the table showing capital expenditure for completing the office building, setting up R&D
laboratory & Green house & utilisation of net proceeds of the IPO

Sr. % of Net
Particulars Amount
No. Proceeds
Capital expenditure
i) To Furnish the Corporate Office building1 400.00 [●]
ii). To purchase Equipments for setting up Seed Testing laboratory2 150.00 [●]
1
iii) To set-up Greenhouse (Fan-Pad System)3. 150.00 [●]
iv) To install Roof Top Solar Monocrystalline Panels (129.6KW) 60.00 [●]
Total Cost Of Capital Expenditure 760.00 [●]
Means of Finance
Net Proceeds of IPO against total Capital Expenditure 760.00 [●]

1Summary of the quotations for capital expenditure to be incurred for furniture and finisging of the
corporate office building

Name of the supplier/ agency Instyle Interiors

Address 9 Bhadreshwer Soc, B/H HBK School
Shahibaug Road, Ahmedabad-380001
Terms Trunkey contract to Purchase of material, fitting/
installation, labour and other miscellaneous
expenses

Sr No. Description Total Cost

Including GST
1 Supply of raw material gypsum and Fitting of False Ceiling,cost including 4,05,000
Labour work

86
2 Supply of electrical wiring and electical fitting along with fitting and labour 42,60,000
as per typical plan of Aprox 8500 [Link]
3 Erection of wooden partition , cost including supply of wood and other 58,00,000
matrial and labour
4 Metal ceiling at Conference and reception area Cost including supply of 18,00,000
material and labour
5 Supply 200mm thick carpet in cabin and staff area including transpotation 27,00,000
and fitting
6 Supply of required office revolving chairs as per PO including 32,50,000
transpotation
7 Supply of Carpentry Labour 11,40,000
8. Supply of P&F Vineer as per Lauout 24,70,000
9 Supply of 12mm toughned Glass Partition including transpotation, and 28,80,000
installation
10 Supply of 12mm toughned Glass Doors with hardwere including 7,50,000
transpotation, and installation
11 Supply of Blue Star 11 tonne ductable A/C Outdoors – 6 Nos. 18,90,000
12 Suppy of P&F duct as per plan with Copper piping and installation 7,40,000
13 Supply of Vineer Polish and paint work (Material) 34,00,000
14 Supply of Polish and Paint work Labour 22,40,000
15 Supply of CCTV Camera (Night Vision) with cabeling 7,40,000
16 Supply of Glass Glazing at building elevation as per planning 8,90,000
17 Supply of fabric for curtains and sofa 16,70,000
18 Supply of decorative artifacts and murals (Art Work) 18,50,000
19 Consulting Charges 14,50,000
Total 4,03,25,000/-
Note:
1. Our management has not yet placed any firm order for the above mentioned quotation and is
subject final negotiations

2Summary of the quotations for capital expenditure to be incurred for purchasing equipments of seed
Testing laboratory

Name of the supplier/ agency Empire Enterprises

Address A/18 Sanjay Park Society, Deep Chamber Cross Road
Vadodara 390011
Terms 1) Payment 100% in advance
2) Delivrey time 4 to 8 weeks
3) Installation & Trainning by Trained Engineer

Sr No. Description of the Product Qty Warranty Total Cost

Excluding
GST
1 Sorvall™ ST 8 Small Benchtop Centrifuge 1 02 years 900,000
Include HIGHCONIC ROTOR
15 mL conical tube adapter for Oval Bucket (set of 2)
MICROCLICK 24X2 ROTOR
2 Sorvall™ Legend™ Micro 17R Microcentrifuge 1 02 years 300,000
3 Heratherm™ General Protocol Ovens - 230VAC 50/60Hz 1 02 years 300,000
4 Precision™ General Purpose Baths 1 01 year 165,000

87
5 Barnstead™ Smart2Pure™ Water Purification System 1 01 year 12,76,000
Smart2Pure 12 UV/UF 12 L/hr. RO/pretreatment
cartridge, an ultrapure polisher cartridge, sterile 0.2μm
filter, pressure regulator, UV lamp and UF filter.
6 Finnpipette™ F1 Good Laboratory Pipetting (GLP) Kits 1 1 year 82,000
Finnpipette F1 GLP Kit 4: 2-20μL, 20-200μL and 100-1000μL
• Four Thermo Scientific Finnpipette F1 Pipettes
from 0.2 to 1000 μL:
o 0.2-2 μL
o 2-20 μL univ
o 20-200 μL
o 100-1000 μL
• Grip Strip for each handle to improve grip
• Flex tips: 10 micro: 1 x 96; 200: 2 x 96; 1000: 1 x 96
• F-stand
• Good Laboratory Pipetting Guide
• Reagent reservoir demo pack
7 Thermo Scientific™ 1 2 years 65,000
Digital Dry Baths/Block Heaters with Block, 28 x 1.5
mL (88870103) Block, 28 x 2.0 mL (88870104)
Temperature Range (Metric)Ambient +5°C to 130°C
(Ambient at 25°C)
Temperature Accuracy ≤ ± 0.5°C
Temperature Uniformity ≤ ± 1°C
Timer 0 to 99:59 min or continuous
Warranty 2 Year, Replacement
Dimensions (L x W x H) 288 x 200 x 100 mm (11.3 x
7.9 x 3.9 in.)
8 mySPIN™ 6 Mini Centrifuge 1 2 years 48,000
• Small footprint for efficient use of lab space
• Easy operation and palm-shaped lid for left- or
right-handed users
• Quick-spin feature
• Quiet operation, low vibration
• Safety features including unit will not operate
without lid in place for safety
• Includes 2 rotors to accommodate 0.2, 0.5, 1.5,
2.0 mL microcentrifuge tubes and PCR strip tubes
• Tool-free, quick rotor exchange
9 Applied Biosystems™ 1 1 year 16,50,000
QuantStudio™ 5 Real-Time PCR System, 96-well, 0.2 mL,
laptop
10 Thermo Ultra-Low Temperature Freezers Cap 422 L (- 1 2 years 850,000
50°C to -86°C- Horizontal Solid)
11 PROFLEX 3X32-WELL PCR SYSTEM EACH 1 2 years 650,000
12 Electronic weighing balance Sartorious 1 1 year 120,000
13 iBright™ CL1500 Imaging System 1 2 year 25,50,000
14 Gel electrophoresis unit with power supply H81518- 1 1 year 1,75,000
Submarine IV, Gel size 13x13cm, 7.8x10cm, 4.8x7.5cm
with Pow supply of 120w
15 1300 Series Class II, Type A2 Biological Safety Cabinet 1 3 year 8,50,000

88
 Packages
16 Tissue Culture 20 1 year 14,00,000
17 Heratherm™ Refrigerated Incubators – BOD 1 2 year 9,98,000
18 Heratherm™ General Protocol Microbiological Incubators 405 1 2 year 4,50,000
L
Total 1,28,29,000
GST(18%) 23,09,220
GRAND TOTAL 1,51,38,220/-
Note:
1) Some other equipment like Stabilizer/ Ups may be required to be installed at an additional cost.
2) Our management has not yet placed any firm order for the above mentioned quotation and is subject
final negotiations

3Summary of the quotations for capital expenditure for setting up Fan-Pad System in Green House of
4000-Sq. Mtr. Including Drip Automation System.

Name of the supplier/ agency Swarnim Industries

Address Office No.: 327, AVadh Vice Roy, Sarthana
Jakatnaka, VArachha Main Road, Surat-
395006, Gujarat-India
Terms 1. Payment: 70% advance along with Purchase
Order. 30% against the Invoice for delivery
before dispatch.
Quotation is as per the the specifications required to
set up Fan-Pad System in Green House of 4000-Sq.
Mtr. Including Drip Automation System.

Sr No. Description Qty. Unit Rate per unit Amount in Rs.

1 Fan-Pad Green House Structure:. 4000 [Link]. 3180.00 1,27,20,000

Including, Supply & Installation of:

• G.I. Structure, 2mm thick.

• Polyfilm and Shad Net.
• Fixture & Fitting Accessories.
• 48” Fan with 6-nos SS blades, Auto
Opening Shutter Damper Type.
• Cellulose Cooling Pad (H-1575mm
x 600mm x 100mm) with Frame for
Top water distribution and Bottom
Gutter with Flush & Bypass Piping
support.
• Control Panel, Sensor Based.
• Drip Irrigation System with Foggers
and Auto Fertigation System with
Motors.
• Tube Well, 12” including Motor,
Cables and Panel Board.
• Plantation (Vegetable Crop).
• Erection/Installation.
Total Amount 57,12,000
2 Civil Work (Foundation & 2-side Walls) Inclusive
3 Water RCC/PVC Tank(2000-ltr x 2-nos) Inclusive
4 Electrification Work with Accessories Inclusive

89
 GST 18% 22,89,600
Transportation Inclusive
Total 1,50,09,600/-

Note:
1) Some other cost with regard to Foundation Civil materials (Cement, Sand, Grit, etc) be incurred on
actual sin addition to above cost
2) Our management has not yet placed any firm order for the above-mentioned quotation and is subject
final negotiations

4Summary of the quotations for capital expenditure for installation of Roof Top Solar Monocrystalline
Panels.

Name of the supplier/ agency Onix Structure Pvt. Ltd.

Address 416, Time Square Archade, Rambaug, Thaltej Shilaj
Road, Thaltej, Ahmedabad-360021 Gujarat
Terms 1) 30% Advance
2) 60% Against Material Order
3) 10% After Project Completion

Sr No. Description Qty. Unit Rate per unit Amount in Rs.

1 Design, Engineering, Supply & 129.6 KW 39,600 51,32,160
Procurement, construction, of
129.6KW solar Photovoltaic grid
connected power plant.
Total Amount 51,32,160
GST amount 7,08,238
Total 58,40,398
2 Meter Charges to DisCOM 52,000
3 Structure Cost and Cable Cost 25,600
4 Geda Regisatration Charges 15,340
5 Miscellaneous Charges 66,662
Total 60,00,000/-

Plant Material & Tech Specification: -

Project Description Roof top solar Captive Project

Project Size 129.6 Kw
SPP Technology Monocrystalline Panels
No. Of Solar PV Panels 535-540 Watt each
Inverter 129.6 KW OR suitable
Project Location Gujarat
Est. Gross Generation ~ 2,35,425* Per Year

Note:
1) Complementary structure will be heighted up to 1 Ft/300 mm from Terrace level. Additional
Structures will be charged extra as per actual measurement. Also, Extra Cable Charge Will Be
applied above 30mtr.

90
Deployment of Net IPO Proceeds

Our Company Proposes to complete the capital Expenditure to furnish the Corporate office Building, to
purchase Equipments for setting up testing Laboratory, to set up Fan-Pad System in Green House(Fan-Pad
System). of 4000-Sq. Mtr & to install Solar Monocrystalline Panels in the F.Y.2024-25

2) To Meet Additional Working Capital Requirement

With the expansion of the business activity, the company will be in the need of additional working capital
requirements which is based on our management estimations of the future business plan from the FY 2023-
24. The major working capital will be invested in the procuring of the seeds we deal in, maintaining stocks
and Sundry Debtors as the money gets blocked in them resulting in additional working capital
requirements. The Company will meet the requirement to the extent of Rs. 1100.00 lakhs from the Net
Proceeds of the Issue and balance from borrowings and internal accurals at an appropriate time as per the
requirement.

Details of Estimation of Working Capital requirement as per Restated financials are as follows:

Particulars Restated standalone Estimated Estimated

31/03/2022 31/03/2023 31/03/2024 31/03/2025
Cash & Cash Equivalents 8.74 22.87 45.48 66.48
Sundry Debtors 1,062.16 1,944.56 2,041.78 2,164.29
Inventory at Unit 1,794.43 1,345.03 1,506.44 1,657.08
Inventory at Distributors & - - - 200.00
dealers Godown *
Short Term Loans and 22.70 492.99 542.29 535.67
Advances
Other Current Assets - 0.70 0.84 27.81
Total Current Assets 2,888.03 3,806.15 4,136.83 4,651.33
Sundry Creditors 1,080.89 1,401.85 1,261.67 1,009.33
Other Current Liabilities 14.72 479.05 494.38 293.50
Short Term Provision 83.53 142.78 171.33 138.47
Total Current Liabilities 1,179.13 2,023.68 1,927.38 1,441.30
Working Capital Gap 1,708.89 1,782.47 2,209.45 3,210.02
Source of Working Capital
Proceeds from IPO - - - 1100.00
Borrowings 1,697.17 1,400.00 1,600.00 1,500.00
Internal Accrual 11.72 382.47 609.45 610.02
Total 1,708.89 1,782.47 2,209.45 3,210.02
* Not Eligible for CC/ Bank Facility as the same is lying at Dealers & Distributors premises.

Assumption on working capital requirement:

We have estimated our working capital requirement based on the following holding periods which are as
per industry standard:

91
 Particulars Restated standalone Estimated Estimated
31/03/2022 31/03/2023 31/03/2024 31/03/2025
Sundry Debtors Holding 1.97 3.57 3.13 2.76
period (Months)
Inventory Holding Period 4.46 3.31 3.09 3.28
(Months)
Sundry Creditor Holding 2.30 3.90 2.93 1.98
Period (Months)

Justification:

Particulars Details
Current Assets
Inventories Inventory Holding period are maintained by our Company depending upon the
demand and prevailing market condition. In Fiscal 2022 and 2023 our average
Inventory holding period was 4.46 month and 3.31 month respectively. We are
estimating to maintain the Inventory holding period at levels of 3.09 & 3.28 month for
Fiscal 2024 & 2025 as per our projected financials and market condition to Support
Sales Growth. In Fiscal 2025 Inventory holding period is increased to 3.28 Months as
inventory of Rs.200.00 Lakhs will be lying at Distributors & Dealers Godown and will
not eligible for CC/Bank Facility.
In Fiscal 2022 and 2023 our average Debtor holding period was 1.97 months & 3.57
Trade Receivables month. We are estimating to maintain the Debtor holding period at levels of 3.13 &
2.76 months for Fiscal 2024 & 2025 as per our projected financials and market
condition.
Particulars Details
Current Liabilities
Creditor holding periods are depends upon the demand and prevailing market
condition. In Fiscal 2022 and 2023 our average Creditor holding period was 2.30
Trade Payables months and 3.90 month respectively. However, going forward we are estimating to
maintain the Creditor holding period at levels of 2.93 & 1.98 months for Fiscal 2024 &
2025 to avail better pricing and reducing the cost of purchase.

3) General Corporate Purpose

Our management will have flexibility to deploy ₹ [●] aggregating to [●] % of the Net Proceeds of the Issue
towards general corporate purposes, including but not restricted to strategic initiatives, partnerships, joint
ventures and acquisitions, meeting exigencies which our Company may face in the ordinary course of
business, to renovate and refurbish certain of our existing Company owned/leased and operated facilities or
premises, towards brand promotion activities or any other purposes as may be approved by our Board ,
subject to compliance with the necessary provisions of the Companies Act.

Our management, in accordance with the policies of the Board, will have flexibility in utilizing any amounts
for general corporate purposes under the overall guidance and policies of our Board. The quantum of

92
utilization of funds towards any of the purposes will be determined by the Board, based on the amount
actually available under this head and the business requirements of our Company, from time to time.

We confirm that any issue related expenses shall not be considered as a part of General Corporate Purpose.
Further, we confirm that in terms of Regulation 230 (2) of the SEBI ICDR Regulations, the extent of the Net
Proceeds according to this Draft Prospectus, proposed to be used for general corporate purposes, shall not
exceed 25% of the amount raised by our Company through the Issue of Equity Shares.

ISSUE RELATED EXPENSES

The total estimated Issue Expenses are ₹ [●], which is [●]% of the total Issue Size. The details of the Issue
Expenses are tabulated below:

Sr. Amount % of Total % of Total

Particulars
No. (₹ in lakhs) Expenses Issue size
Issue Management fees including fees and payment to [●] [●] [●]
1 other intermediaries such as Legal Advisors, Registrars,
underwriters and other out of pocket expenses.
2 Brokerage and selling commission (2)(3)(4) [●] [●] [●]
3 Printing & Stationery, Distribution, Postage, etc. [●] [●] [●]
4 Advertisement and Marketing Expenses [●] [●] [●]
5 Stock Exchange Fees, Regulatory and other Expenses [●] [●] [●]
6. Underwriting Subscription etc. [●] [●] [●]
Total [●] [●] [●]

The SCSBs and other intermediaries will be entitled to a commission of ₹ 10/- per every valid Application Form
(2)

submitted to them and uploaded on the electronic system of the Stock Exchange by them.

The SCSBs would be entitled to processing fees of ₹ 10/- per Application Form, for processing the Application Forms
(3)

procured by other intermediaries and submitted to the SCSBs.

Further the SCSBs and other intermediaries will be entitled to selling commission of 0.01% of the Amount Allotted
(4)

(product of the number of Equity Shares Allotted and the Issue Price) for the forms directly procured by them and
uploaded on the electronic system of the Stock Exchange by them.

The Issue expenses are estimated expenses and subject to change. The Issue expenses shall be payable
within 30 working days post the date of receipt of the final invoice from the respective Intermediaries by our
Company.

Appraisal and Bridge Loans

Our Company has not raised any bridge loans from any bank or financial institution as on the date of this
Draft Prospectus, which are proposed to be repaid from the Net Proceeds of the Issue.

Year wise Deployment of Funds / Schedule of Implementation

As on the date of this Draft Prospectus, no funds have been deployed on these objects. The entire Issue size
is proposed to be deployed in the Financial Year 2023 - 24.

Monitoring of Utilization of Funds

93
Since the proceeds from the Issue do not exceed ₹ 10,000 lakhs, in terms of Regulation 262 of the SEBI ICDR
Regulations, our Company is not required to appoint a monitoring agency for the purposes of this Issue.
Our Board and Audit Committee will monitor the utilisation of the proceeds of the Issue. Our Company will
disclose the utilization of the Net Proceeds under a separate head in our balance sheet along with the
relevant details, for all such amounts that have not been utilized. Our Company will indicate investments, if
any, of unutilised Net Proceeds in the balance sheet of our Company for the relevant fiscals subsequent to
receipt of listing and trading approvals from the Stock Exchange.

Pursuant to the SEBI Listing Regulations, our Company shall disclose to the Audit Committee of the Board
of Directors the uses and applications of the Net Proceeds. Our Company shall prepare a statement of funds
utilised for purposes other than those stated in this Draft Prospectus and place it before the Audit
Committee of the Board of Directors, as required under applicable law. Such disclosure shall be made only
until such time that all the Net Proceeds have been utilised in full. The statement shall be certified by the
statutory auditor of our Company. Furthermore, in accordance with the Regulation 32(1) of the SEBI Listing
Regulations, our Company shall furnish to the Stock Exchange on a half yearly basis, a statement indicating
(i) deviations, if any, in the utilisation of the proceeds of the Issue from the objects of the Issue as stated
above; and (ii) details of category wise variations in the utilisation of the proceeds from the Issue from the
objects of the Issue as stated above. This information will also be published in newspapers simultaneously
with the interim or annual financial results, after placing the same before the Audit Committee of the Board
of Directors.

Working Capital Requirement

We fund the majority of our working capital requirements in the ordinary course of our business from our
internal accruals, financing from various banks and financial institutions.

Interim Use of Funds

Pending utilization of the Net Proceeds for the purposes described above, our Company will deposit the Net
Proceeds with scheduled commercial banks included in schedule II of the RBI Act. Our Company confirms
that it shall not use the Net Proceeds for buying, trading or otherwise dealing in shares of any listed
company or for any investment in the equity markets.

Variation in Objects

In accordance with Section 27 of the Companies Act, 2013, our Company shall not vary the objects of the
Issue without our Company being authorised to do so by the Shareholders by way of a special resolution. In
addition, the notice issued to the Shareholders in relation to the passing of such special resolution shall
specify the prescribed details as required under the Companies Act. The notice in respect of such resolution
to Shareholders shall simultaneously be published in the newspapers, one in English and one in Regional
language of the jurisdiction where our Registered Office is situated. The Shareholders who do not agree to
the above stated proposal, our Promoters or controlling Shareholders will be required to provide an exit
opportunity to such dissenting Shareholders, at a price as may be prescribed by SEBI, in this regard.

Other Confirmations / Payment to Promoters and Promoter’s Group from the IPO Proceeds

Except as mentioned under the section ‘Details of Funds Requirement’ in this Chapter above, no part of the
Net Proceeds will be paid by our Company as consideration to our Promoter, our board of Directors, our
Key Management Personnel or Group Companies except in the normal course of business in compliance
with applicable law.

94
 BASIS FOR ISSUE PRICE

The Issue Price has been determined by our Company in consultation with the Lead Manager on the basis of the key
business strengths. The face value of the Equity Shares is ₹ 10 and Issue Price is ₹ [●] (including a Share premium of ₹
[●] per Equity Share) per Equity Shares and is [●] times of the face value. Investors should read the following basis with
the sections titled “Risk Factors” and “Restated Financial Information” and the chapter titled “Our Business”
beginning on page nos. 21 ,178 and 115 respectively, of this Draft Prospectus to get a more informed view before
making any investment decisions. The trading price of the Equity Shares of Our Company could decline due to these
risk factors and you may lose all or part of your investments.

Qualitative Factors

Some of the qualitative factors and our strengths which form the basis for the Issue Price are:

• Integrated Seed procssing unit with coldstorage and warehouse facility in one premise.
• Wide range of products backed by consistant quality
• Experienced Promoter supported by dedicated Management team

For more details on qualitative factors, refer to chapter “Our Business” on page no. 115of this Draft
Prospectus.

Quantitative Factors

The information presented in this section is derived from our Restated Financial Statements. For more
details on financial information, investors please refer the chapter titled “Restated Financial Information”
beginning on page no. 178 of this Draft Prospectus.

Investors should evaluate our Company taking into consideration its earnings and based on its growth
strategy. Some of the quantitative factors which may form the basis for computing the price are as follows:

1) Basic and Diluted Earnings Per Share (“EPS”) (Face value of ₹ 10 each):

As per the Restated Financial Statements:

Basic & Diluted

Particulars
EPS (in ₹) Weights
Year ended on March 31, 2023 16.98 3
Year ended on March 31, 2022 9.49 2
Year ended on March 31, 2021 4.65 1
Weighted Average 12.43
For the Period Ended September 30, 2023(1) Basic: 6.44 and Diluted: 6.44
(1) For the period of Six months and not annualised

Notes:

a. Basic EPS has been calculated as per the following formula:

Net profit/ (loss) as restated,attributable to Equity Shareholders

Basic EPS (₹) =
Weighted average number of Equity Shares outstanding during the year/period

95
b. Diluted EPS has been calculated as per the following formula:

Net profit/ (loss) as restated , attributable to Equity Shareholders

Diluted EPS (₹) =
Diluted Weighted average number of Equity Shares outstanding during the year/period

c. Basic and Diluted EPS calculations are in accordance with Accounting Standard 20 “Earnings per
Share”, notified under section 133 of Companies Act, 2013 read together along with paragraph 7 of
Companies (Accounting) Rules, 2014

d. Additional 42,00,000 Equity shares are issued to our promoters in cash at par on March 1, 2023 for
part funding of project therefore Weighted Average number of equity shares for the year ended on
March 31, 2023 is calculated on the basis of equity outstanding during the year linked to time for
which equity shares were available.

e. The above statement should be read in conjunction with Significant Accounting Policies and Notes
to Restated Financial Statements as appearing in “Annexure IV & V - Financial Information” beginning
on page no.207 Draft Prospectus.

2) Price Earning (P/E) Ratio :

Price Earning (P/E) Ratio in relation to the Price of ₹ [●] per Equity Share of Face Value of ₹ 10/- each fully
paid up:

Restated
Particulars
Financials
P/E ratio based on Basic and Diluted EPS as at March 31, 2023 [●]
P/E ratio based on Weighted Average EPS [●]

Industry Peer Group P/E Ratio

Based on the peer group information (excluding our company) given below in this section, the P/E ratio is as
follows:

Name of the Company P/E Ratio Face Value of equity shares

(in ₹)
Bombay Super Hybrid Seeds 172.98 1.00
Limited
Kaveri Seed Company Limited 14.51 2.00
Upsurge Seeds of Agriculture 55.57 10.00
Limited
Industry Average 81.02(2)

Note:
1) P/E figures for the peer are computed based on closing market price as on 16th January,2023 on NSE, divided
by Basic EPS (on consolidated basis) based on the functional results declared by the peers available on website
of [Link] for the Financial Year ending March, 2023.
2) The Industry Average P/E ratio is calculated on the basis of Total of P/E of peer group companies mentioned
above divided by Total number of companies.

96
3) Return on Net worth (RoNW)

Standalone
RoNW (%) Weight
Year ended on March 31, 2023 37.28% 3
Year ended on March 31, 2022 51.79% 2
Year ended on March 31, 2021 57.91% 1
Weighted Average 45.56%
For the Period Ended September 30, 2023* 23.94%
* For the period Six months and not annualised

Note:
i. The figures disclosed above are based on the Restated Financial Statements of the
Company.
ii. The RoNW has been computed by dividing restated net profit after tax (excluding
exceptional items) with restated Net worth as at the end of the year/ period
iii. Weighted average = Aggregate of year-wise weighted RoNW divided by the aggregate of
weights i.e. (RoNW x Weight) for each year/period / Total of weights.

4) Minimum Return on Net Worth after Issue needed to maintain Pre-Issue EPS for the year ended
March 31,2023.

The minimum return on increased net worth as per standalone restated financials i.e. after Issue, required to
maintain Pre-Issue Basic / Diluted EPS of ₹ ₹ 16.98 for the F.Y. 2022-23 is [●] %.

Note:
Net worth is the sum of the share capital, the reserves and the surplus less miscellaneous expenditure not written off.

5) Net Asset Value (NAV) per share

Standalone NAV
Financial Year
(Amount in ₹₹)
NAV as at March 31, 2021 40.16
NAV as at March 31, 2022 59.84
NAV as at March 31, 2023 20.47
NAV as at September 30, 2023 26.91
NAV after Issue [●]
Issue Price (₹) [●]

Note:
i. The figures disclosed above are based on the Restated Financial Statements of the Company.
ii. NAV per share = Restated Net worth at the end of the year divided by weighted average
number of equity shares outstanding at the end of the year/ period
iii. Net worth is computed as the sum of the aggregate of paid-up equity share capital, all reserves
created out of the profits and debit or credit balance of profit and loss account.

97
6) Comparison of Accounting Ratios with Listed Industry Peers

Name of the company CMP* EPS P/E Face NAV RoNW Revenue
(₹) (₹) Ratio value (₹ per (%) from
(₹ per share) Operations
share (₹ in Lakh)
Vishwas Agri Seeds Limited [●] 16.98 [●] 10 20.47 55.88 6530.73
Peer Group **
Bombay Super Hybrid Seeds 278.50 1.61 172.98 1.00 5.37 19.44% 22,860.52
Limited
Kaveri Seed Company 672.40 46.35 14.51 2.00 245.6 18.58% 1,05,789.02
Limited
Upsurge Seeds of 399.00 7.18 55.57 10.00 54.91 12.28% 8291.04
Agriculture Limited

*CMP for our Company is considered as Issue Price.

** Source: [Link]

: [Link].

Notes:

(I) The figures of Vishwas Agri Seeds Limited are based on financial statements as restated as on
March 31, 2023.
(II) Current Market Price (CMP) is the closing price of peer group scripts as on 16th January, 2023.
(III) The figures for the peer group are based on the standalone audited financials for the year ended
March 31, 2023.

7) Key Performance Indicators

The KPIs disclosed below have been used historically by our Company to understand and analyze the
business performance, which in result, help us in analyzing the growth of our company.

The KPIs disclosed below have been approved by a resolution of our Audit Committee and the
members of the Audit Committee have verified the details of all KPIs pertaining to our Company.
Further, the members of the Audit Committee have confirmed that there are no KPIs pertaining to our
Company that have been disclosed to any investors at any point of time during the three years period
prior to the date of filing of this DRHP. Further, the KPIs herein have been certified by S V J K &
Associates, Chartered Accountants, by their certificate.

We have described and defined the KPIs, as applicable, in “Definitions and Abbreviations” on page no.
1.

98
 Key Performance Indicators of our Company
30th 31st March 31st March 31st March
Particulars September, 2023 2022 2021
2023*
Revenue from Operations (₹ in Lakhs) 4,246.03 6,530.73 6,485.58 5,382.41
EBITDA (₹ in Lakhs) 685.83 790.94 439.53 219.09
EBITDA Margin (%) 16.15% 12.11% 6.78% 4.07%
Profit After Tax (₹ in Lakhs) 451.01 534.14 247.94 116.30
PAT Margin (%) 10.62% 8.18% 3.82% 2.16%
ROE (%) 27.20% 55.88% 72.97% 81.52%
ROCE (%) 14.60% 23.84% 19.99% 15.23%
*Not Annualized

Notes:
(1) Revenue from Operations means the Revenue from Operations as appearing in the Restated
Financial Statements.
(2) EBITDA is calculated as Profit before tax + Depreciation + Interest Expenses - Other Income
(3) ‘EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations
(4) ‘PAT Margin’ is calculated as PAT for the period/year divided by revenue from operations.
(5) Net worth means the aggregate value of the paid-up share capital and reserves and surplus of the
Company
(6) Return on Equity is ratio of Profit after Tax and Average Shareholder Equity
(7) Return on Capital Employed is calculated as EBIT divided by capital employed, which is defined as
shareholders’ equity plus total borrowings {current & non-current}.

Explanation for KPI metrics:

Revenue from Revenue from Operations is used by our management to track the revenue profile of the
Operations business and in turn helps to assess the overall financial performance of our Company and
volume of our business
EBITDA EBITDA provides information regarding the operational efficiency of the business
EBITDA Margin (%) EBITDA Margin (%) is an indicator of the operational profitability and financial
performance of our business
PAT Profit after tax provides information regarding the overall profitability of the business.
PAT Margin (%) PAT Margin (%) is an indicator of the overall profitability and financial performance of our
business.
RoE (%) RoE provides how efficiently our Company generates profits from shareholders’ funds.
RoCE (%) RoCE provides how efficiently our Company generates earnings from the capital employed
in the business.

Financial

8) The Company in consultation with the Lead Manager believes that the Issue price of ₹ [●] (including a
Share premium of ₹ [●] per Equity Share) per share for the Public Issue is justified in view of the above
parameters. The investors may also want to peruse the Risk Factors and Financials of the company
including important profitability and return ratios, as set out in the Financial Statements included in this
Draft Prospectus to have more informed view about the investment proposition. The Face Value of the
Equity Shares is ₹ 10 per share and the Issue Price is [●] times of the face value i.e. ₹ [●] (including a
Share premium of ₹ [●] per Equity Share) per share.

99
STATEMENT OF SPECIAL TAX BENEFITS

100
101
102
 SECTION VI – ABOUT THE COMPANY

INDUSTRY OVERVIEW

The information in this chapter includes extracts from publicly available information, data, and statistics and has been
derived from various government publications and industry sources. The data may have been re-classified by us for the
purposes of presentation. The information may not be consistent with other information compiled by third parties
within or outside India. Industry sources and publications generally state that the information contained therein has
been obtained from sources it believes to be reliable, but their accuracy, completeness and underlying assumptions are
not guaranteed, and their reliability cannot be assured. Industry and government publications are also prepared based
on information as of specific dates and may no longer be current or reflect current trends. Industry and government
sources and publications may also base their information on estimates, forecasts and assumptions which may prove to
be incorrect.

Before deciding to invest in the Equity Shares, prospective investors should read this entire Draft Prospectus,
including the information in the sections "Risk Factors" and "Restated Financial Statements" on pages 23 and 132,
respectively of the Draft Prospectus. An investment in the Equity Shares involves a high degree of risk. For a
discussion of certain risks in connection with an investment in the Equity Shares, please see the section ‘Risk Factors’
on page 23 of the Draft Prospectus. Accordingly, investment decisions should not be based on such information.

GLOBAL ECONOMIC OVERVIEW

Today the world economy at one side is showing signs of recovery from COVID-19 pandemic and on the
other side it is facing the uncertainty of Russia- Ukraine war. The global recovery from the COVID-19
pandemic and Russia’s invasion of Ukraine is slowing amid widening divergences among economic sectors
and regions. The World Health Organization (WHO) announced in May that it no longer considers COVID-
19 to be a “global health emergency.” Supply chains have largely recovered, and shipping costs and
suppliers’ delivery times are back to pre-pandemic levels. On the inflation front, it remains high and
continues to erode household purchasing power. Policy tightening by central banks in response to inflation
has raised the cost of borrowing, constraining economic activity. Immediate concerns about the health of the
banking sector have subsided, but high interest rates are filtering through the financial system, and banks in
advanced economies have significantly tightened lending standards, curtailing the supply of credit. The
impact of higher interest rates extends to public finances, especially in poorer countries grappling with
elevated debt costs, constraining room for priority investments. As a result, output losses compared with
pre-pandemic forecasts remain large, especially for the world’s poorest nations

(Source: World Economic update, Near Term Resilience Persistent Challenges July 2023)

Global Economic also witnessed failures of banks. The unexpected failures of two specialized regional banks
in the United States in mid-March 2023 and the collapse of confidence in Credit Suisse—a globally
significant bank—have roiled financial markets, with bank depositors and investors reevaluating the safety
of their holdings and shifting away from institutions and investments perceived as vulnerable. The loss of
confidence in Credit Suisse resulted in a brokered takeover. Broad equity indices across major markets have
fallen below their levels prior to the turmoil, but bank equities have come under extreme pressure.

Despite strong policy actions to support the banking sector and reassure markets, some depositors and
investors have become highly sensitive to any news, as they struggle to discern the breadth of vulnerabilities
across banks and nonbank financial institutions and their implications for the likely near-term path of the

103
economy. Financial conditions have tightened, which is likely to entail lower lending and activity if they
persist

With the recent increase in financial market volatility and multiple indicators pointing in different
directions, the fog around the world economic outlook has thickened. Uncertainty is high, and the balance
of risks has shifted firmly to the downside so long as the financial sector remains unsettled. The major forces
that affected the world in 2022—central banks’ tight monetary stances to allay inflation, limited fiscal buffers
to absorb shocks amid historically high debt levels, commodity price spikes and geoeconomic fragmentation
with Russia’s war in Ukraine, and China’s economic reopening—seem likely to continue into 2023. But these
forces are now overlaid by and interacting with new financial stability concerns. A hard landing—
particularly for advanced economies—has become a much larger risk. Policymakers may face difficult trade-
offs to bring sticky inflation down and maintain growth while also preserving financial stability

(Source: World Economic outlook, A Rocky Recovery, April-2023, IMP)

Baseline Scenario

The baseline forecast is for global output growth, estimated at 3.4 percent in 2022, to fall to 2.8 percent in
2023, 0.1 percentage point lower than predicted in the January 2023 WEO before rising to 3.0 percent in 2024.
This forecast for the coming years is well below what was expected before the onset of the adverse shocks
since early 2022. Compared with the January 2022 WEO Update forecast, global growth in 2023 is 1.0
percentage point lower, and this growth gap is expected to close only gradually in the coming two years
which is shown in graph below.

Growth Outlook: Feeble and Uneven

(Percent; dashed lines are from January 2022 WEO Update vintage)

(Source: World Economic outlook, A Rocky Recovery, April-2023, IMP)

Economic Prospects

For emerging market and developing economies, economic prospects are on average stronger than for
advanced economies, but these prospects vary more widely across regions. On average, growth is expected
to be 3.9 percent in 2023 and to rise to 4.2 percent in 2024. The forecast for 2023 is modestly lower (by 0.1
percentage point) than in the January 2023 WEO Update and significantly below the 4.7 percent forecast of
January 2022. In low-income developing countries, GDP is expected to grow by 5.1 percent, on average, over
2023–24, but projected per capita income growth averages only 2.8 percent during 2023–24, below the

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average for middle-income economies (3.2 percent) and so below the path needed for standards of living to
converge with those in middle-income economies.

(Source: World Economic outlook, A Rocky Recovery, April-2023, IMP)

Inflation

Inflation is one of the key factors in economic study, the baseline forecast is for global headline (consumer
price index) inflation to decline from 8.7 percent in 2022 to 7.0 percent in 2023. This forecast is higher (by 0.4
percentage point) than that of January 2023 but nearly double the January 2022 forecast. Disinflation is
expected in all major country groups, with about 76 percent of economies expected to experience lower
headline inflation in 2023. Initial differences in the level of inflation between advanced economies and
emerging market and developing economies are, however, expected to persist. The projected disinflation
reflects declining fuel and nonfuel commodity prices as well as the expected cooling effects of monetary
tightening on economic activity. At the same time, inflation excluding that for food and energy is expected
to decline globally much more gradually in 2023: by only 0.2 percentage point, to 6.2 percent, reflecting the
aforementioned stickiness of underlying inflation. This forecast is higher (by 0.5 percentage point) than that
of January 2023.

(Source: World Economic outlook, A Rocky Recovery, April-2023, IMP)

Central banks around the world are frantically dancing to the tune of inflation, which seems to be coming
under control, although is still far from being tamed completely. Between the three major central banks—the
US Federal Reserve (Fed), the European Central Bank (ECB), and the Bank of England (BoE)—the policy
rates have been raised by 1440 bps within a span of 18 months. Yet, the 12-month average inflation after the
first policy rate hike is significantly higher than the 12-month average inflation prior to the hike in these
countries. Instead, liquidity conditions have tightened too quickly in countries that had ultra-loose
monetary policies for over a decade. Since these countries also host a large share of global investors, such an
aggressive measure has unnerved the sentiments, leading to capital outflows from emerging countries.

(Source: India Economic Outlook, July 2023, Deloitte insights,)

Inflation Slowly Converging to Target

(Percentage point, distribution of gap from inflation target)

Asian and Pacific Economies: Real GDP, Consumer Prices, Current Account Balance, and Unemployment
(Annual percent change, unless noted otherwise)

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Gross Domestic Production is one of the key indicators of economic health, below table shows the
comparison between Real GDP, Consumer Price, Current Account Balance & Unemployment for year 2022
and projected year 2023, 2024 for Asian & Pacific Economies.

Trends in Oil Price:

Global crude oil prices have been trending down over the past few weeks owing to increased oil flows from
Russia into the global markets, rising US production, and concerns over oil demand amid a weak economic
outlook this year This is despite the two cuts in oil production by the Organization of the Petroleum
Exporting Countries (OPEC) nations since October 2022. Crude prices have been shed more than 40% as of
June 2023 since the Russian invasion of Ukraine in February 2022. While WTI fell below US$70 per barrel
this week (US$67.1 per barrel on June 12) before going up again, Brent prices have hovered around US$75
per barrel. To reverse this trend, Saudi Arabia, the top producer in the OPEC cartel, has recently
unanimously decided to cut production by another one million barrels per day from July and further limit
the supply in 2024. These measures will likely keep prices volatile for a while, although the short-term
outlook seems to be bearish.

(Source: India Economic Outlook, July 2023, Deloitte insights,)

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(Image Source: India Economic Outlook, July 2023, Deloitte insights,)

INDIAN ECONOMY OVERVIEW

While the world is still in the woods, the probability of a recession this year has trimmed. Labor markets in
several advanced countries remain tight, while the largest economy, the United States, is seeing a rebound
in consumer confidence and spending. Risk spreads are declining on both sides of the Atlantic after the
recent banking crisis in the United States.

India GDP Growth:

India, meanwhile, enjoys a Goldilocks moment as it sees its economic activity gaining momentum amid
continuing global uncertainties. The last quarter’s GDP data was pleasantly surprising but not completely
unexpected. The GDP growth in the fourth quarter has pushed up the full-year GDP growth of FY2022–23 to
7.2%, 200 basis points (bps) higher than the earlier estimate. The recently released Annual Economic
Review for the month of May 2023 highlighted that the post pandemic quarterly trajectories of consumption
and investment have crossed pre pandemic levels.

India grew by 6.1% in the last quarter of FY 2022-23, which is approximately ~100 bps higher than what the
market had anticipated. While the overall growth was broad-based, many sectors such as construction and
agriculture experienced more-than-expected growth. In fact, strong growth in manufacturing proved to be a
reassuring development as modest growth in the sector in previous quarters had been a concern for
policymakers.

India Import & Export data:

On the expenditure side, exports performed well despite global headwinds, while imports recorded their
slowest growth since December 2020, primarily because of easing crude oil prices bringing down India’s
import bills. Private consumption, the largest component of India’s final demand, with a modest growth of
7.5% in FY2022–23, emerged as the weakest link in overall growth. The share of private consumption in
GDP fell in the last quarter and was the lowest in the past seven quarters, dragged down by weak rural
demand. However, things might be changing on that front as well.

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The first-quarter data of FY2024 instils confidence in the improving health of the economy. Inflation in the
first quarter was 4.5%, the lowest since the quarter of September 2019. Goods and Services Tax collections
remain strong, suggesting that revenue buoyancy will aid in improving the budgeted fiscal deficit ratio to
GDP. At the same time, India’s external account has been improving, thanks to the falling import bills as oil
prices ease.

(Source: India Economic Outlook, July 2023, Deloitte insights,)

Interestingly, the credit-deposit ratio has continued to improve strongly from the lows of the pandemic
despite the rising interest rates (figure 1). A deeper dive reveals that most of the lending is happening in the
industry and services sector. This points to improving investment, which means that the supply side is
gearing up to meet the rising demand.

(Image Source: India Economic Outlook, July 2023, Deloitte insights,)

Inflation:

India has had better success in taming inflation with relatively lesser policy tightening. The Reserve Bank of
India (RBI) intervened in May 2022 and has increased the policy rate six times in 11 months since, increasing
the repo rate by 250 bps. The inflation in June 2023 was 4.8%, considerably lower than the last fiscal year

(Source: India Economic Outlook, July 2023, Deloitte insights,)

(Image Source: India Economic Outlook, July 2023, Deloitte insights,)

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Impact of Interest rate hike by USA

A moderation in the rate hikes by the United States after a spree of rate hikes since February 2022 is a
positive news for India. It has reduced the pressures on the RBI to maintain an interest differential needed
for the currency carry trade (leveraging the interest-rate arbitrage) and to attract foreign investment (which
has declined due to tighter global liquidity conditions).

(Source: India Economic Outlook, July 2023, Deloitte insights,)

(Image Source: India Economic Outlook, July 2023, Deloitte insights,)

Forecast of Indian Economic Growth

The first-quarter data points to further building on the positive momentum in the economic data. We
continue to remain optimistic about the economy this year and expect India to grow between 6.0% and 6.3%
during FY2023–24 in our baseline scenario, followed by 6.6% and 7.2% over the next two years as the global
economy turns buoyant

(Source: India Economic Outlook, July 2023, Deloitte insights,)

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(Image Source: India Economic Outlook, July 2023, Deloitte insights,)

Despite the recent easing of prices, core prices have not moderated yet. Besides, the risk of El Niño and a
below-normal monsoon can bring back the pressure on food prices. We expect the fall in prices to be short-
lived as demand picks up along with food prices and the uncertainties around prices remain high (hence,
the broad range for forecasts over the next 1.5 years). However, the supply side will probably improve and
may help the rebounding economy keep prices under check in the long run (with greater certainties). In any
case, we expect inflation to remain in the upper range of the RBI’s inflation target band over the entire
forecast period

(Source: India Economic Outlook, July 2023, Deloitte insights,)

(Image Source: India Economic Outlook, July 2023, Deloitte insights,)

Government of India Measures/ Incentive for Economic Growth:

The government has been taking steps to make the country a USD 5 trillion economy at an early date,"
Minister of State for Finance Pankaj Chaudhary said in a written reply to the Upper House. Observing that
the outbreak of the COVID pandemic in 2020 and the Russia-Ukraine conflict in 2022 has impacted the
world output, increased inflation in several countries and raised uncertainty in the world economy, he said,
"lower uncertainty in the global economic outlook will help India become a USD 5 trillion-dollar economy
earlier"

Some of the important measures taken by the government in the past to boost economic growth include the
making of the National infrastructure pipeline of projects, push to capital expenditure, implementation of
the Production Linked Incentive (PLI) scheme, finalization of the National Monetization Pipeline of public
sector assets and formulation of National Logistics policy, he said.

Further capital expenditure will be speeded up by PM Gatishakti for integrated planning of infrastructure
and synchronized project implementation across all concerned central ministries, departments and state
governments.

The other initiatives to boost the economy include enhanced outlay for PM Awas Yojana, the launch of the
Aspirational Blocks Programme covering 500 blocks for saturation of essential government services; an

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increase in agriculture credit target to Rs 20 lakh crore with a focus on animal husbandry, dairy and
fisheries; and setting up of Agriculture Accelerator Fund to encourage agri-startups by young entrepreneurs
in rural areas, among others.

The 'effective capital expenditure' of the Centre is budgeted at Rs 13.7 lakh crore (4.5 per cent of GDP) for
2023-24, he said, adding "the newly established Infrastructure Finance Secretariat will oversee the increase in
private investment in infrastructure".

In order to improve logistics performance, he said, one hundred critical transport infrastructure projects for
last and first-mile connectivity for ports, coal, steel, fertilizer, and food grains sectors have been identified
and will be prioritized for development.

(Source: [Link]
economy-at-an-early-date
finmin/articleshow/[Link]?utm_source=contentofinterest&utm_medium=text&utm_campaign=cppst)

Global Seeds Industry

Market Size
The Global Seed Market size is estimated at USD 66.85 billion in 2023, and is expected to reach USD 92.02
billion by 2028, growing at a CAGR of 6.60% during the forecast period (2023-2028).

Hybrid seeds have witnessed high growth, mainly from the major agriculture-producing countries, because
of their various benefits, including higher productivity, wider adaptability, and a high degree of resistance
to biotic and abiotic stresses. For instance, in cotton, hybrids give 50% more yield than conventional
varieties. Their wider adaptability is mainly due to their high buffering capacity to environmental
fluctuations.

Globally, Asia-Pacific is the largest agricultural region in terms of production, which holds the major share
in the global seed market due to the increase in area under major crops and the increase in seed replacement
rate. For instance, the area harvested in cereals increased to 341 million hectares in 2020 from 333 million
hectares in 2019.
(Source: GLOBAL SEED MARKET SIZE & SHARE ANALYSIS - GROWTH TRENDS & FORECASTS
(2023 - 2028) [Link]

Market Trends
Hybrids is the largest Breeding Technology. The growing demand for hybrid and open-pollinated seeds
from organic growers, animal feed, food, and biofuel industries are driving the market's growth.
Hybrid seeds have witnessed high growth, mainly from the major agriculture-producing countries, because
of their various benefits, including higher productivity, wider adaptability, and a high degree of resistance
to biotic and abiotic stresses. For instance, in cotton, hybrids give 50% more yield than conventional
varieties. Their wider adaptability is mainly due to their high buffering capacity to environmental
fluctuations.
New plant breeding techniques are allowing the development of new plant varieties with desired traits by
modifying the DNA of the seeds and plant cells. Innovations in plant breeding are helping address the
challenges farmers face in the field every day.
(Source: GLOBAL SEED MARKET SIZE & SHARE ANALYSIS - GROWTH TRENDS & FORECASTS
(2023 - 2028) [Link]

Global Market by geography

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Globally, Asia-Pacific is the largest agricultural region in terms of production, which holds the major share
in the global seed market due to the increase in area under major crops and the increase in seed replacement
rate. For instance, the area harvested in cereals increased to 341 million hectares in 2020 from 333 million
hectares in 2019.
North America is one of the world's leading seed-producing regions. The United States is the largest seed
market, with corn contributing a major share and accounting for 52.8% of the US seed market in 2021. This is
mainly because of the adoption of biotech crops.
Europe is a major producer of forages, with a share value of 32.7% in the global forage seed market in 2021.
Major driving factors of the forage seed market include growing demand for feed products and shrinking
land for grazing animals.
In Africa, row crops held the largest share, accounting for 79.2% in 2021. The main reason for holding the
major share of row crops is the increasing consumption with an increasing acreage under cultivation.
South America's hybrid adoption rate is expected to be more than that of open-pollinated seed varieties
from 2022 to 2028 because of an increase in the yield by 10-15%, good quality, and better return on
investment. Therefore, hybrid seeds are expected to increase by 38.7% from 2021 to 2028.
The seed market in the Middle East is expected to grow moderately from 2022 to 2028 because of the lower
usage of hybrid seeds in the Middle East. The growers are not interested in using transgenic seeds, and to
meet domestic demand, they must import about 30-50% of crops from other countries.
(Source: Global Seed Market Size & Share Analysis - Growth Trends & Forecasts (2023 - 2028)
Source: [Link]

(Image source:Global Seed Market Size & Share Analysis - Growth Trends & Forecasts (2023 - 2028)
Source: [Link]
Major Players
The Seed Market is fragmented, with the top five companies occupying 38.08%. The major players in this
market are BASF SE, Bayer AG, Corteva Agriscience, KWS SAAT SE & Co. KGaA and Syngenta Group
(Source: Global Seed Market Size & Share Analysis - Growth Trends & Forecasts (2023 - 2028)
[Link]

Indian Seed Industry

Indian Seed industry is a sub-sector within Agri-input sector of Agriculture and allied industry. Seed is the
primary input in Agriculture, which encapsulates the genetics of Plant variety. At the core of Indian Seed
Industry is Plant variety development through conventional plant breeding in the process of genetic
improvement of crops.

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Market Size
The seed industry in India size reached US$ 6.3 Billion in 2022. Looking forward, IMARC Group expects the
market to reach US$ 12.7 Billion by 2028, exhibiting a growth rate (CAGR) of 12.43% during 2023-2028.
(source: Seed Industry in India: Market Trends, Structure, Growth, Key Players and Forecast 2023-2028,
[Link]
india#:~:text=The%20seed%20industry%20in%20India,12.43%25%20during%202023%2D2028.)

Market Trends

The growing population and the availability of rich arable lands and various agro-climatic zones in India
represent one of the key factors positively influencing the market. In addition, the commercialization of
agriculture and the active collaboration of private and public sectors are propelling the growth of the seed
industry in the country. Apart from this, leading seed breeders are increasingly introducing advanced
digital technologies to help farmers overcome the negative impacts of pests, climate, and other
environmental factors. This, in turn, is contributing to the market growth. Additionally, the integration of
data science, artificial intelligence (AI) tools, advanced phenomics, and genomics in the agricultural sector is
offering a favorable market outlook. Along with this, various opportunities provided by the Government of
India (GoI) to encourage farmers and breeders are creating a positive outlook for the market.

Historic Market data about hybrid seeds industry in India

Key points from some of the published reports regarding Indian hybrid seeds industry are as follows
According to a report of the Standing Committee on Agriculture in 2021, the share of the private sector in
India's seed market increased from 57.3% in 2017-18 to 64.5% in 2020-21.
A 2019 report by Indian Council of Food and Agriculture, the Indian seed market reached a value of USD
4.1 billion in 2018 and is expected to grow at a rate of 13.6% from 2019-24, reaching a value of USD 9.1
billion by 2024.
Hybrid seeds occupy about 6% of India's 44 million hectares under rice cultivation.
Hybrid seeds for paddy (rice) are the primary type of hybrid seeds available in India, occupying about 6% of
the rice cultivation area.
The majority of India's seed market is occupied by wheat and paddy (rice), accounting for about 85% of the
seed market.
(source: [Link]

Way forward for the Hybrid seeds industry in India

There is a need to Invest in research to develop hybrid seeds that are resilient to varied climates and less
susceptible to infections. This ensures a higher yield without compromising on crop diversity.
It is imperative to encourage farmers to continue cultivating traditional and local varieties by providing
incentives, technical support, and creating markets for these crops.
There is a need to facilitate partnerships between the government and private sector to encourage the
development of hybrid seeds that align with sustainable agriculture practices and local climate conditions.
(Source: [Link]

Brief about the Agriculture and farming Sector

To understand the Indian Seeds industry, one has to take a view of the Indian Agriculture sector and
farming process in India.
Indian has different weather condition in different parts of the country and farming is dependent on the
season and weather of the region. Soing of seeds in the farm by the farmers is done on seasonal bases
Follwing is the details of the crops that are sown in differenct seasons in western part of india

113
Monsoon crops

The crops that are sown in the rainy season are called kharif crops. (Also known as the summer or monsoon
crop) in India. Kharif crops are usually sown with the beginning of the first rains in July, during the south-
west monsoon season. The main monsoon season in India runs from June to September and the southwest
summer monsoon occur due to a low-pressure area that's caused by the extreme heat of the Thar Desert and
adjoining areas, during summer.

Winter Crops

The crops that are sown in the winter season are called Rabi crops. (Also known as the "winter crop") in
India. The Rabi means, when the crop is harvested. Crops that are grown in the winter season, from
November to April are called Rabi [Link] of the important rabi crops are wheat, barley, peas, gram
and [Link] of north and north eastern part of India such as Punjab and kashmir and in Pakistan
sindh are important for the production of wheat and other rabi crops. Availability of precipitation during
winter months due to the western temperate cyclones helps in the success of these crops.

Summer Crops

Summer crops are those which are grown in the month of March to June. They are grown in places where
the water supply is adequate and soil fertility is good. They include Rice, Potato, Maize, Pulses etc.

Thus, as the farimg is done on the seansonal bases there is a need to develop agriculture infrastructure to
store the seeds and agricultural products in warehouse and cold storeag.

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 OUR BUSINESS

This chapter should be read in conjunction with, and is qualified in its entirety by, the more detailed information about
our Company and its financial statements, including the notes thereto, in the sections titled ‘Risk Factors’ and
‘Financial Statements’ and the chapter titled ‘Management’s Discussion and Analysis of Financial Condition and
Results of Operations’ beginning on page nos. 21,178 and 209 respectively, of this Draft Prospectus. Unless the
context otherwise requires, in relation to business operations, in this chapter of this Draft Prospectus, all references to
“we”, “us”, “our” and “our Company” are Vishwas Agri Seeds Limited.

OVERVIEW

Our Company was originally formed and registered as a partnership firm under the Partnership Act, 1932
(“Partnership Act”) in the name and style of “M/s. VISHWAS AGRI SEEDS”, pursuant to a deed of
partnership dated December 1, 2009. Subsequently, the constitution of partnership firm were modified from
time to time, more particularly, modified on April 01 2011, April 01.2012 and December 01.2012 to recognise
admission of partners. Later on, “M/s. VISHWAS AGRI SEEDS” was converted from a partnership firm to
“Vishwas Agri Seeds Private Limited” private limited company under IX of the Companies Act, 1956 via
Supplemental Deed of Partnership/Co-Parcenary executed on 14th day of February, 2013. Subsequently
company was issued certificate of Incorporation dated March 03 2013 by Register of Companies Gujarat,
Dadra and Nagar Havelli. The Corporate Identification Number of our Company is
U01112GJ2013PTC073827

Vishwas Agri Seeds Ltd started its business in the city of Gondal near Rajkot, Gujarat in year 2009. Initially
started with small scale seed processing unit in Gondal, Rajkot. Today Vishwas Agri Seeds Limited is in the
business of processing quality seeds and supplying to farmers via there distribution network. Our Company
sells its seeds under the brand name "Vishwas". Our seeds processing unit is equipped with optical sorting
machine, they detect unwanted colours, subtle discoloration, size and shape defects, and foreign
materials. Further our seeds undergo seed treatment process where seeds are processed by application of
fungicide, insecticide, or a combination of both, to seeds so as to disinfect them from seed-borne or soil-
borne pathogenic organisms and storage insects.

Initially company started seeds processing unit at Plot no. 61 Near Akshar Solar Jamvadi GIDC 2 Gondal,
Rajkot- 360311, Gujarat, India. Company ceased its operations in Rajkot Unit in June 2023 to migrate in its
own larger facility in Ahmedabad. In July 2023, Company started commercial operations of seed processing
unit along with Warehouse & Cold storage facility at Unit no. 3 New R.S No. 460, Village: Bhayla, Taluka:
Bavla, District: Ahmedabad, Gujarat. The said processing unit, equipped with modern technology is spread
across 5 acres. Company has availed term loan of Rs. 11.51 Crores from HDFC bank via sanction letter dated
June 22, 2022 to construct the factory shed, to built Cold Storage, Warehouse and Machinery of seed
processing unit. The said unit also equipped with warehousing for storing 4200 MT (Metric ton) capacity of
stock and cold storage facility to store 3000 MT of stock. Further, the company is in process of setting up its
own corporate office building within the premise of the said seed processing unit. Company is also planning
to setup an in-house seed testing Laboratory which will help us to improve the quality of our existing
products , come with new products and its variants. For more details regarding cost for setting up corporate
building, in-house testing Laboratory and greenhouse refer to chapter-V “ Object of the Issue” on page no.84
.

Mr. Ashokbhai Gajera and Mr. Dineshbhai Madhabhai Suvagiya are actively involved established modern
seeds processing unit which includes processing seeds with automated sorting machine, treating of seeds,
packing and storing of seeds. Our unit is strategically located in easy access to transportation network and
supply of our products in the western region of India. Our unit is equipped with warehousing and cold
storage facility to store the finished goods. Our Promoters have a knowledge and experience of agriculture

115
sector which has helped the company built a strong network with dealers and Distributors in the farming
sector.

Our company is focused to provide good quality seeds. We follow the standard process to ensure high
quality consistently. We are involved in each stage of seed processing ecosystem which unclues contracting
with farmers to germinate seed plants, we have dedicated staff for inspecting the seed plant in the felds to
ensure quality of seeds and further processing the seeds and packing & storing of seeds. We have an
Identified land parcel of 14,000 square feet within our Seed processing unit in Ahmedabad where we grow
sample seeds and monitor its growth which helps us in adding differents in our products. Our Dustribution
network helps in supplying seeds in Diffrenct parts of India.

As of March 31, 2023, we produced seeds for more than 40 different field crops, vegetables and have the
presence of our products in the stage of Gujarat, Maharashtra, Rajasthan via our Seles and Distribution
network. Vishwas has more than 75 varieties of Crops. Our product portfolio includes crop seeds for
Groundnut, Soyabin, Wheat, Cumin, Green Gram, Black Gram Research Hybrid seeds for Cotton, Castol,
Pearl Millet, Maize, hybrid vegitable seeds Chilli, Tomato, Brinjal, Watermelon, Sweet Corn, cabbage,
Onion, Coriander Seeds, Fenugreek, Mustard, Lucern, Carrot, etc.

As per the Restated Financial statements for the fiscal ended 2023, 2022 and 2021, the total revenue from
operations of our Company stood at Rs. 6532.18 lakhs, Rs. 6485.80 lakhs and Rs. 5382.66 lakhs, respectively.
Our Profit after Tax for the similar period was Rs. 534.14 lakhs, Rs.247.94 lakhs and Rs. 116.30 lakhs
respectively. Further our total revenue as per Restated Financials for the Half year ended on 30 th September
2023, is Rs.4247.49 and the net profit after tax is Rs. 451.01 .

Our Competitive Strengths

1) Integrated Seed procssing unit with coldstorage and warehouse facility in one premise.
Our seeds processing unit is equipped with automated seed sorting, grading and packing machines,
our seeds processing facility includes warehousing and cold storage facility to store seeds. The
integrated seeds processing unit with required storage infrastructure to store the seeds help us to meet
the demand as per the sowing season. Our plant is also strategically located and have access to logistic
to transport our products.

2) Wide range of products backed by consistant quality

Our Company offers a wide range of seeds that includes Groundnut, cotton, Wheat, Cumin, Onion,
Coriander, Mustard and corn etc. We continusly add new product variants which help us to cater the
needs of our customers. We are commited to provide best quality seeds which provides higher yield
and productivity to the farmers. We treate the seeds with chemical like insecticides and fungicides to
enhance consistant quality of the seeds. We are in process to setup inhouse seed testing laboratory
within the premise of our unit which will help us to develop new variants of seeds and ensure quality
of our seeds.

3) Experienced Promoter supported by dedicated Management team

Mr. Ashokbhai Gajera and Mr. Dineshbhai Madhabhai Suvagiya have years of experience in the seeds
industry. Coming from the farmer background themselves they understand the needs of farmers. Our
promoters and management are well updated with the changing demand all the year around as per the
crop season. Our promoters have proactive approach in reading the demand for the product and help
in meeting the demands the customers via its established inhouse marketing team along with
distribution network.

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Our Business Strategies

1) Modern Automated seed processing unit at Bhayla, Ahmedabad, Gujarat

We have our own automated seed processing unit located at Bhayla Ahmedabad, The said unit is
spread over 4 acres of land. We have built Warehouse & Cold storage facility to store seeds within the
premise of unit at Bhayla Ahmedabad. With a large capacity to store the seeds in our warehouse and
further process and pack the seeds during the sowing season we hold an advantage over our
compititors to supply our proudcts to end user farmer quickly via our established distribution network.

2) Distribution network spread across western part of India

With over 14 years of process in the seeds business, our Brand name “Vishwas” enjoys a strong
presence in the market. Over the years we have developed network of distributors which are located
acrocess the state of Gujarat, Rajashtan and Madhyapradesh. We have network of over 780 distributors
which gives us a strong presence in the market. We have sales and marketing team of about 18
employees who are responsible to devlop new distributors and also to cater the needs of the existing
distributors. Our promoters take keen interest to interact with the distributors on a regular basis which
helps us have strong insight of the overall market. Demand and thus help us in meeting the changing
demand of the market.

3) Vishwas work as vocal for local approach to solove the problems faced by the local farmers
India has diverse season all the year round and thus Indian agriculture sector is depended on different
weather conditions. Indian farmers have different crop for seasons and weather conditions. Indian
agriculture sector needs to develop agriculture infastructure and also educate local farmers about new
farming technique, use of quality seeds, etc. to improve the agriculture productivity. “Vishwas” has a
vocal for local approach to solve the problems of the farmers and provide knowledge to the local
farmers and help them impove the crop productivity. Vishwas organises various awarness campaigns
and also workshops for farmers in the local language to share knowledge about use of latest products
to achieve better crop productivity. We also run a youtube channel named “VishwasSeeds” with the
objective to spread awarness about our products and interact with local farmers for knowledge
transfer.

List of our Products

Our Company offers various vegetable seeds with number of variants with various descriptions. List of
vegetable seeds with selected variants & descriptions are given as under:

Product with Description of Selected Variants Photographs of the

Variant Name product
Yogi Jogi
• Attractive Light Green and
Yellow Colour Fruit • Attractive Green
• Length 20 to 22 cm and Width Colour Fruit
1.5 cm • Length 25 to 27 cm
• Medium Spicy Taste and Width 2.5 cm
• Highly Disease Resistance • Medium Spicy Taste
• More Number of Branches and • Highly Disease
Highly Productive Resistance

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• Heat Tolerance Variety • Highly Productive
Variety
• Favorable for Kharif
and Summer Season

VS 750 VS 751
• First Picking 65 to 70 days • First Picking 60 to 65
after transplanting days after
• Fruit Shape Convex transplanting
• Fruit Weight 90 to 110 gm and • Fruit Shape Convex
Very Hard • Fruit Weight 80 to 100
• TYLCV Viruse Disease gm
Tolerance • Tolerance to TYLCV
• Variety give even size of fruit and Bacterial Wilt
in all picking • High Yielding Variety
• Sowing in Kharif Rabi and • Plant Height 3 to 5
Rabi-Summer Season feet
• Favorable for transportation

Vishwas Rashmi Vishwas Sonal

• First Picking 60 to 70 days • First Picking 55 to 60
after transplanting days after
• Fruit Shape Egg Type transplanting
• Fruit Colour Light Purple • Fruit Shape Medium
• Fruit Weight 90 to 100 gm Long Type
• Better Production Capacity • Fruit Colour Light
• Thorn Less Pedicel Dark Purple
• Fruit Weight 80 to 90
gm
• Higher Disease
Resistance Capacity
• Variety Given Better
Production
VS 904 VS 914
• Highly resistance against • Tall and more
yellow vein mosaic virus branches plant
• Tall and more branches plant • After sowing first
• Dark green and soft attractive picking at 50-52 days
fruit • Highly resistance to
• After sowing first picking at yellow vein mosaic
45-50 days virus
• lnternodel distance less • lnternodel distance
• Fruit length 10 to 12 cm and less and more
weight 10 to 11 gm branches less interval

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 • Best for transportation
VS 405 VS 415
• Balded and strong creppers • Convex, light green
• Frist picking 65 to 70 days peel with dark type
• Fruit shape egg type green strips
(convex) • Edible part crunchy
• Fruit colour dark green and dark red
• Fruit weight 4 to 6 kg • First picking 70 to 75
• TSS 13 to 14% days
• Fruit weight 10 to 12
kg
• TSS 12%
Vishwas Amruta
• Plant height 150 to 180 cm
• Cob length 20 to 25 cm
• Attractive yellow colour
• Seed line in cob 16 to 18
• TSS 13%
• Cob weight 450 gm
VS 505 VS 525
• Rounded yellow peel with • Rounded yellow peel
fibered fruit with dark green fruit
• Yellow type orange colour • Fruit weight 1 to 1.2
sweet edible portion
kg
• Fruit weight 1 to 1.5 kg
• TSS 13%
• TSS 13 to 14%
• First picking 65 to 70 days • First picking 60 to 65
days

VS 58
• Harvesting done at 55 to 60 days after TP
• Rounded and hard head
• Weight 1 to 1.5 kg
• Better cultivation in kharif and rabi season

VS 68
• Big curd size and hard
• Curd colour snow white
• Harvesting 75-80 days
• Weight 1 to 1.5 kg
• Disease resistance variety
VS 61 VS 62
• Long slender fruit • Strait medium slender
• First harvesting 50 to 60 days fruit
• Fruit length 30 to 40 cm • First harvesting 55 to
• Fruit weight 600 to 700 gm
65 days
• Fruit colour attractive green

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 • Fruit length 30 to 35
cm
• Fruit weight 500 to
650 gm
• Fruit colour attractive
green
VS 210 VS 202
• Fruit length 12-15 cm • Fruit length 25-30 cm
• Fruit weight 100 to 110 gm • Fruit weight 120 to
• Fruit colour green 130 gm
• First picking 50-55 days • Fruit colour green
• Resistance to disease • First picking 55-60
days
• Better yield capacity

VS 84 VS 87
• Fruit green, long and blade • Fruit green and
type medium long type
• Fruit weight 150 to 180 gm • Fruit weight 100 to 150
• Fruit length 30 to 40 cm gm
• First picking done at 50 to 55 • Fruit length 25 to 30 cm
days • First picking done at 35
• Best for transportation to 40 days
• Fruit remains fresh for
long time
VS 72 VS 76
• First picking 40-50 days • First picking 40-45 days
• Fruit shape long thin dark • Fruit shape long thin
green colour light green yellow
• Fruit length 25 to 30 cm colour
• Fruit weight 100 to 125 gm • Fruit length 20 to 25 cm
• Best for transportation • Fruit weight 100 to 110
gm
• More Fruit Production
Capacity

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 Vishwas Kamini Vishwas Aayushi
• Better productive and early • Medium matured
matured variety variety
• First picking 35 to 40 days • First picking 40 to 45
• Fruit length 18 to 20 cm days
• Fruit are medium green with • Fruit length 20 to 23 cm
white strips • Fruit are green
• Fruit weight 150 to 200 • Fruit weight 150 to 200
• Produce Long time soft fruit • Best for transportation
in spite continues fruit purpose
picking

Vishwas Red Vishwas White

• Days to maturity • Days to maturity
after transplanting after transplanting
100 to 105 days 100 to 110 days
• Bulb shape round • Bulb shape round
• Bulb weight 90 to • Bulb weight 110 to
100 gm 120 gm
• Bulb colour • Bulb colour
attractive dark red attractive white
• Best for kharif • Best for kharif/rabi
cultivation cultivation
• Even size bulb • Higher production
• Medium spicy given

VS 11 VS 17
• Plant height 125-145 • Plant are strait and
cm no branches
• Plant are strait and no • More no. of fruit
branches and bunchy type
• Fruit are observed at appearance of fruit
first internode and fruit • Fruit length 13-17
length 12 to 14 cm cm
• First picking 40 to 45 • Fruit colour
days attractive green
• Summer and kharif • Best taste
season for sowing
• Fruit are long, light
green and soft and
every fruit 7 to 10 seed

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 VS 313 VS 324
• Best for vegetable • First picking 35 to
purpose 45 days
• Pod length 12 to 15 cm • Pod length 13 to 17
• Pod colour green and cm
occurring in cluster • Pod colour green
• No more seed observed • Pod shape long and
in pod that's way get soft
high price in market • Best taste
• Better for Kharif and • Given higher yield
Summer cultivation use
• First picking 50 to 54
days
Vishwas Arjun
• Days to maturity 75 to 80
• Fruit colour red
• Fruit weight 110-120gm
• Rounded fruit
• Disease resistance variety
• Given higher yield

Vishwas Pratap
• Days to maturity 28 to 30
• Weight 150-200 gm
• Length 30 to 35 cm
• Fruit colour purely white and spicy in taste
• Sowing in Kharif and Rabi

Vishwas Raja
• Plant height 65 to 75 cm
• Pod length 9 to 10 cm
• First picking 65 to 75 days
• 9 to 1 0 seed per pod
• Pod colour dark green
• Highly disease resistance

Vishwas Valam

• Use as vegetable and seed purpose

• Plant height 35 to 40 cm
• Seed shape medium and attractive
• Colour white
• Days to maturity 60 to 65 days

Vishwas Mayuri
• Broad and Dark Green Leaf
• Cutting at 25 to 30 day
• Continue cutting
• Best for making bhaji

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 Vishwas Sitara
• Cutting 25 to 35 days
• Plant height 20 to 25 cm
• Disease resistance Variety
• Dark green leaf and better smell
• Best for kharif and rabi cultivation
• Low germination at high temperature

Vishwas Gold
• Broad Round and Dark Green Leaf
• All condition favour to cultivation
• Better in Rabi season
• Cutting 25 to 30 days
• High market price

Vishwas Vaibhav Vishwas Dhaval

• Desi and sweet variety • Fruit colour dark
• Fruit length 12 to 15 cm red and long
red and no hairy • Length 25 to 30 cm
• High sucrose content • Days to maturity 80
than other variety to 90 days
• High production and • Best variety for
high price getting in hotel purpose
marketing
Vishwas Surti
• Concave, long and attractive green pod
• First picking 50 to 60 days
• Pod length 1 0 to 12 cm and width 2 to 3 cm
• Pod arrangement in cluster
• Higher yield given

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 Researched Seeds

Brief description of selected list of above researched seeds with packing details are as under:

Cotton

Castor

124
Pearl
Millet

Maize

Fennel

125
Groundnut

Soybean

Pigeon Pea

Greem Gram

Black Gram

Sesamum

126
 Wheat

Cumin

Coriander

127
 Chick Pea

Mustard

Specification of Above Products

Following is the product Specifications of our products

128
Pictures of our Seed Processing unit

Following are the Pictures of our seed processing unit at Bavla Ahmedabad

Warehouse
Picture of our Machine

Picture of our Machine Picture of our Machine

Cold Storage Cold Storeage

129
Our Production Process

Following is the Production Process

Procuring breeders Agreements with Inspecting the

seeds from the Farmers for Growing Foundation seeds plant
Government Foundation seeds at the Farm

Transporting the Sorting process to

approved seeds to the Storing remove unwanted
Warehouse particles

Process of Seed Dispatch of packed

Packing
Treatment seeds

Details about each stage of processing the seeds.

1) Procuring breeders seeds from the Government bodies

At the first stage we procure breeder seeds from the Government bodies which includes universities
and other government centres.

2) Agreements with Farming for Growing Foundatoin seeds plant

We have various farmers with whom we have agreements to grow foundation seeds for us in there
agriculture land. The foundation seeds are grown by the farmers based on the standerd specifacions
mentioned by us.

3) Inspecting the Foundation seed plant at the Farm

We have specific team who inspects the growth of the breeder seeds grown in the farms by the farmers.
At this stage we reject the undesirable plant to ensure specific quality.

4) Transporting the approved seeds to the Processing facility

Once the final Inspection is completed by the inspection team, the final foundation seed plants are
transported to our processing Facility at Ahmedabad.

5) Storing
We have warehouse to store the seeds. We have coldstorage warehouse also to store certain seeds
which needs temperature-controlled environment to ensure quality of the seeds. The seeds are stored in
our warehouse for about 4 to 6 months depending on the seed.

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6) Sorting process to remove unwanted particles
The stored seeds are moved to the seed processing machinery from the warehouse to start the process
of sorting. In the first stage of processing the seeds in our seed processing unit, we use specific
machines to sort weeds from the seeds, Further the Autometed color sorting machine helps to identify
color difference between the good product and the weed seed, thus weed seeds are rejected in this
process.
Moving further in the process the seeds pass through a grading machine where in grading of the seeds
is done based on the size and weight. An autometed machine sorts the seeds based on the size etc.
Sorting process helps in removing foreign eliments from the seeds and sorts them in specific stanrads to
give uniform production to the farmers.

7) Process of Seed Treatment

We treate the seeds with chemical like insecticides and fungicides to enhance the quality of the seeds. Seed
treatment helps in improving the qualitative and quantitative yield to the farmers.

8) Packing
Afther the process of sorting and seed treatment is complete. The seeds are packed in bags .Bags are
properly weighted and sealed which are now ready to be dispatched.

9) Dispatch of Packed Seeds

Packed Seeds are further Dispatched to the dealer, Distributors based on there orders.

Supply Chain - Distributors, Marketing and C&F

Network of Distributors
Our products are sold under band name “Vishwas” which is registered trade mark. We sell our products via
our distribution network which covers state of Gujarat, Rajashtan and Madhya pradesh.

Following is the list of statewise Number of our Distributors:

Sr. No. State No. of Distributors

1 Gujarat 576
2 Rajashtan 62
3 Madhyapradesh 145
Total 783

Marketing/ Sales Team

We have eighteen employees who look after marketing & sales of our products. The marketing staff has
been assigned specifc geogarphcial territories wherein each marketing personal is responsible to develop
new distributors in the region, have regular engagement with the appointed distributors, further take
regular feedback and also resolve issues of Distributors.

Clearing & Forwarding Agent

We have entered into a Clearning & Forwading (C&F) agreement with M/s Palod Logstics, Indore- Madhya
pradesh, dated 1st May 2023. C&F agent has agreed to provide clearing and Forwarding, Warehousing,
Storing, and clear the delivery of our products. C&F agent has agreed to provide 600 [Link] warehouse. The
period of this agreement will remain in force till April 2024.

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Infrastructure & Utilities

1) Availability of Raw Material

The basic raw material required for processing seeds is nucleaus and breeder seeds, which are procured
by us from markets.

2) Power & Fuel

The requirement of power for our operations, like power for lighting and operating the
plant/machinery/equipment is met through the Uttar Gujarat Vij Co. Limited.

3) Water
Our factory unit has adequate water supply position from our own utilities and the same is used for
drinking and sanitation purposes.

4) Plant & Machinery

Our processing unit, equipped with modern technology is spread across 5 acres and is situated at Unit
no. 3 New R.S No. 460, Village: Bhayla, Taluka: Bavla, District: Ahmedabad, Gujarat.

Some of the major plant & machineries installed in our unit includes:

Sr. No. Machinery /Process No. Of

Machines
1 Weigh Bridge 1
2 Pre-Cleaner Machine Ground Nut 2
3 Destoner Machine 3
4 Moisture Tank Machine 2
5 Fall Machine 4
6 Seed Grader Machine/Ghuma Machine 1
7 MTR Machine 2
8 Gravity Seprator Machine 1
9 Sortex Cleaning And Processing Machine 1
10 Packing Machine 5
11 Ghuma Machine 2
12 Fall Machine 4

Capacity and Capacity Utilization

Based on the above mentioned 3 Destoner Machines our installed capacity, is worked out to be 3 Metric
tons (MT) per hour per machine with proposed average 8 hours of daily usage of each machine and
assuming 300 working days. Our annual installed capacity is worked out to be 21,600 Metric tons (MT)
[Link] assume 60 % utilisation of our installed capacity i.e approximately 13000 Metric tons (MT)
per year.
Notes:
1. The installed capacity and utilization of installed capacity is calculated based on proessing
groundnut which is our main product.
2. As we have moved from rented unit in Rajkot where we were mostly dependent on Jobwork for
some of our processes to our owned unit in bhayla, Ahmedabad from June, 2023 we can not
compare our current installed capacity/ actual utilization with our previous financial years.
3. Working hours of the machinery may differ during major sowing season, therefore we have
assumed average 8 hours of daily usage of machine.

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5) Human Resource

We believe that a motivated and empowered employee base is the key to our operations and business
strategy. Currently, our company has at its disposal a dynamic team of manpower. These professionals are
assisted by office & administration staff and finance professionals who work in unison in order to meet
requirements of the Company and attain organizational goals and targets within the set time frame.

We employ 77 employees as on March 31, 2023. The details of manpower employed as on March 31, 2023
are as under:

Number of
Sr. No Category
employees
1 Skilled Workers 9
2 Unskilled Workers & Labours 50

3 Sales Team 18
Total 77

Details of our Insurance

Details of major insurances taken by us are given below:

Operating our business involves many risks, which, if not insured, could adversely affect our business and
results of operations. We maintain insurance coverage that we consider customary in the industry against
certain of the operating risks. Our insurance policies include Bulglary & Fire insurance for our stock from
Bajaj Allianz General Insurance Company Ltd. We believe that our current level of insurance is adequate for
our business and consistent with industry practice. The detail of policy is as under:

Type of Policy Policy Period Nature of Coverage Policy Issuing Total Sum
Office Assured
(Amt in ₹
Lakhs)
BURGLARY & 12 Months STOCK Bajaj Allianz 651.47
FIRE INSURANCE General Insurance
POLICY Company Ltd.

Note: Above includes various current insurance policies taken time to time from Bajaj Allianz General
Insurance Company Ltd. Insurance policy is valid for the period of 12 months from the date the policy is
issued.

Intellectual Property Rights

As on the date of the Draft Prospectus, our Company has applied for one Trademark in the name of the
Company.
Date of Trademark
Sr. No. Logo/Name Valid Upto Class Status
Application No.

Valid until
1. 19/06/2013 2551149 31 Registered
cancellation

133
Social Media/ Youtube Channel
We have a youtube channel for spreading awarness of our products and also for knowledge transfer
between farmers to solve problems faced by the farmers. We share videos of interactins with farmers in local
language on our youtube channel @VishwasSeeds

Properties

The details of owned properties, which we occupy for our business operations, are as under :

Sr. Particulars Use Owned/ Licensor

No. Rented /Lessor Details

1. Survey No. 460/01, i. Corporate Office Owned NA NA

Gangad Road, Bhayla, ii. Green House
Taluka: Bavla, District: iii. Weigh Bridge
Ahmedabad, Gujarat.
2. Survey No. 460/03, i. Warehouse Owned NA NA
Gangad Road, Bhayla, ii. Processing Unit
Taluka: Bavla, District: iii. Cold Storage
Ahmedabad, Gujarat. iv. R&D Farm
3. Plot No. 405, Road No. Warehouse Rented M/s. Rajasthan Lease agreement dated
14, VKI Area, Jaipur, Stone 28.10.2023 between M/s.
Rajasthan ([Link]. Surendra M/s. Rajasthan Stone
Kumawat) ([Link]. Surendra
Kumawat) & Vishwas Agri
Seeds Limited for a term of
11 months’ rent of Rs. 20,294
per month

4 B-904, Alap Building, Adminstartion Owned NA NA

Opp. Shashtri Maidan, Office At Rajkot
Limda Chowk, Rajkot -
360001

134
 KEY INDUSTRY REGULATIONS AND POLICIES

The following description is a summary of certain sector specific laws and regulations in India, which are applicable to
us. The information detailed in this chapter has been obtained from publications available in the public domain. The
regulations set out below may not be exhaustive, and are only intended to provide general information to the investors
and are neither designed nor intended to substitute for professional legal advice.

Our company started its business in the city of Gondal near Rajokt, Gujarat in year 2009. Today Vishwas
Agri Seeds Limited is in the business of processing high quality seeds and supplying to farmers via there
established distribution network. Our Company sells its seeds under the brand name "Vishwas". We have
built a trusted name in hybrid seeds market by providing good quality hybrid seeds to farmers. Company
has setup a seed sorting & grading unit along with Warehouse & Cold storage facility at Unit no. 3 New R.S
No. 460, Village: Bhayla, Taluka: Bavla, District: Ahmedabad, Gujarat, which is spread over 5 acres in land
where we have three warehouses one cold storage, a seed processing unit and admin office building .The
said unit also equipped with warehousing for storing capacity of 4200 MT (Metric ton) seeds and cold
storage facility to store 3000 MT (Metric ton) of seeds.

For details of Government Approvals obtained by us in compliance with these regulations, please see the
chapter titled “Government and Other Key Approvals” beginning on page no. 224of this Draft Prospectus.

This chapter has been classified as under:

A. Labour and employment Laws

B. Core Business Laws
C. Corporate and Commercial laws
D. Environmental laws
E. Tax Laws
F. Intellectual Property Law

A. LABOUR RELATED LEGISLATIONS:

The Code on Wages, 2019 (the “Code”)

The Code received the assent of the President of India on August 8, 2019and is published in the official
gazette. The Code replaces the four existing ancient laws namely (i) the Payment of Wages Act, 1936, (ii) the
Minimum Wages Act, 1948, (iii) the Payment of Bonus Act, 1965, and (iv) the Equal Remuneration Act, 1976.
The Code will apply to all employees and allows the Central Government to set a minimum statutory wage.

The Code on Social Security, 2020 (the “Code”)

The Code received the assent of the President of India on September 28, 2020 and is published in the official
gazette. The code will replace the nine existing laws namely (i) The Employees’ Compensation Act, 1923 (ii)
The Employees’ State Insurance Act, 1948 (iii) The Employees’ Provident Funds and Miscellaneous
Provisions Act, 1952 (iv) The Employment Exchanges ( Compulsory Notification of Vacancies) Act,1959 (v)
The Maternity Benefit Act, 1961 (vi) The Payment of Gratuity Act, 1972 (vii) The Cine Workers Welfare Fund
Act, 1981 (viii) The Building and Other Construction Workers Welfare Cess Act,1996 (ix) Unorganised
Workers’ Social Security Act, [Link] Code extends to the whole of India and covers all employees and
workers whether in the organised, unorganised or any other sector and other connected and incidental
matters

135
Child and Adolescent Labour (Prohibition and Regulation) Act, 1986(the “Child Labour Act”)
The Child Labour Act prohibits employment of children below 14 years of age in certain occupations and
processes and provides for regulation of employment of children in all other occupations and processes.
Employment of Child Labour in our industry is prohibited as per Part B (Processes) of the Schedule.

The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (the
“Act”)
In order to curb the rise in sexual harassment of women at workplace, this Act was enacted for prevention
and redressal of complaints and for matters connected therewith or incidental thereto. The terms sexual
harassment and workplace are both defined in the Act. Every employer should also constitute an “Internal
Complaints Committee” and every officer and member of the company shall hold office for a period of not
exceeding three years from the date of nomination. Any aggrieved woman can make a complaint in writing
to the Internal Committee in relation to sexual harassment of female at workplace. Every employer has a
duty to provide a safe working environment at workplace which shall include safety from the persons
coming into contact at the workplace, organising awareness programs and workshops, display of rules
relating to the sexual harassment at any conspicuous part of the workplace, provide necessary facilities to
the internal or local committee for dealing with the complaint, such other procedural requirements to assess
the complaints.

Occupational Safety, Health and Working Conditions Code, 2020

The Occupational Safety, Health and Working Conditions Code, 2020 (OSH Code) is one of three new labor
codes that will consolidate the bulk of labor legislation in India and streamline labor compliance besides
expanding the social security net for workers. This Code received the assent of President of India on
September 28, 2020 though the implementation of the same is yet to be notified. Rules to implement the
Code are expected to be finalized in the next few weeks.

New establishments covered by the OSH Code must register themselves (within 60 days of commencement
of the Code) with registering officers appointed by the appropriate government. Establishments already
registered under any other federal law will not be required to register again.

Every employer is directed to undertake the following obligations by the OSH Code:
➢ Ensure that the workplace is free from hazards can cause injury or occupational disease to the
employees and comply with the OSH Code and the government’s directions on the same;
➢ Provide free annual health examination or testing, free of cost, to certain classes of employees;
➢ Provide and maintain, as reasonably practical, a working environment that is safe and without
risk to the health of the employees;
➢ Issue letters of appointments to employees; and
➢ Ensure that no charge is levied on any employee for maintenance of safety and health at
workplace, including the conduct of medical examination and investigation for the purpose of
detecting occupational diseases.

Further, the Code directs employers with respect to factories, mines, dock work, building and other
construction work, or plantations to ensure: (i) safety arrangements in the workplace and absence of risk to
health in connection with the use, storage, and transport of articles and substances; (ii) provision of such
information, instruction, training, and supervision as are necessary to ensure thehealth and safety of all
employees at work, etc. This Code shall subsume more than 10 labour laws including Factories Act 1948,
Contract Labour Act 1970 and Mines Act 1952.

136
B. CORE BUSINESS LAWS

Seeds Act 1966 (Seeds Act) and Seeds Rules 1968 (Seeds Rules)
The Seeds Act is the primary legislation that regulates the crop seed industry in India. The Seed Rules were
enacted to supplement the Seeds Act 1966. The authorities set up under the Seeds Act are the:
• Central Seed Committee;
• Central and State Seed Laboratory; and
• Seed Certification Agency.

The said Act is applicable to whole of India. Under this act Seeds means Seeds of food crops including
edible oil seeds and seeds of fruits and vegetables, Cotton seeds, Jute seeds and include seedlings, and
tubers, bulbs rhizomes, roots, cutting, all types of grafts and other vegetative propagated material of food
crops or cattle fodder. Under this act no person shall, himself or by any other person on his behalf, carry on
the business of selling, keeping for sale, offering to sell, bartering or otherwise supplying any seed of any
notified kind or variety.

The Central Government by notification in the Official Gazette, appoint such persons as Seed Inspector,
Seed Inspector can take samples of any seed of any notified kind or variety and send such sample for
analysis to the Seed Analyst for the area within which such sample has been taken. He has a right to enter
and search at all reasonable times, examine any record, register, document or any other material object
found in any place mentioned in clause (c) and seize the same if he has reason to believe that it may furnish
evidence of the commission of an offense punishable under this Act. If any person prevents a Seed Inspector
from exercising any other power conferred on him by or under this Act; he shall, on conviction, be
punishable - for the first offense with fine which may extent to five hundred rupees, in the event of such
person having been previously convicted of an offence under this section, with imprisonment for a term
which may extend to six months, or with fine which may extend to one thousand rupees, or with both.
When any person has been convicted under this Act for the contravention of any of the provisions of this
Act or the rules made thereunder, the seed in respect of which the contravention has been committed may
be forfeited to the Government.

The Seeds (Control) Order, 1983

No person shall carry on the business of selling, exporting or importing seeds at any place except under and
in accordance with the terms and conditions of licence granted to him under this order. Every licence under
this Order, shall, unless previously suspended or cancelled, remain valid for three years from the date of its
issue. Every holder of licence desiring to renew the licence, shall, before the date of expiry of the licence,
make an application for renewal in duplicate, to the licensing authority in Form ‘C’ together with a fee of
rupees twenty for renewal. On receipt of such application, together with such fee, the licensing authority
may renew the licence. If any application for renewal is not made before the expiry of the licence, but is
made within one month from the date of expiry of the licence, the licence may be renewed on payment of
additional fee of rupees twenty-five, in addition to the fee for renewal of licence.

The licensing authority may, after giving the holder of the licence an opportunity of being heard, suspend or
cancel the licence on the following grounds, namely: -
(a) that the licence had been obtained by misrepresentation as to a material particular; or
(b) that any of the provisions of this Order or any condition of licence has been contravened.

Every dealer shall maintain such books, accounts and records relating to his business as may be directed by
the State Government. Every dealer shall submit monthly return relating to his business for the preceding
month in Form ‘C’ to the licensing authority by the 5th day of every month.

137
National Seed Policy, 2002
India has introduced the National Seed Policy in 2002, whose main objectives are the provision of an
appropriate climate for the seed industry to utilize available and prospective opportunities, safe guarding of
the interests of Indian farmers and the conservation of agro-biodiversity. The National Seed Policy 2002 was
launched to – provide intellectual property protection to new varieties; usher this sector into planned
development; protect the interest of farmers and encourage conservation of agro-biodiversity. This policy
had 10 thrust areas as follows:

1. Varietal Development and Plant Varieties Protection

2. Seed Production
3. Quality Assurance
4. Seed Distribution and Marketing.
5. Infrastructure facilities
6. Transgenic Plant Varieties
7. Import of seeds and planting material
8. Export of seeds
9. Promotion of Domestic Seed
10. Strengthening of monitoring system

The National Seeds Policy will be a vital instrument in attaining the objectives of doubling food production
and making India hunger free. It is expected to provide the impetus for a new revolution in Indian
agriculture, based on an efficient system for supply of seeds of the best quality to the cultivator.

Food Safety & Standards Act, 2006 [“Food Act”]

Food Safety and Standards Act, 2006 is an integrated law that seeks to consolidate the laws relating to food
and establish the Food Safety and Standards Authority of India (FSSAI). It lay down science-based
standards for articles of food and regulates their manufacture, storage distribution, sale and import, to
ensure availability of safe and wholesome food for human consumption and for matters connected
therewith or incidental thereto.

The Food Act seeks to harmonise Indian standards with international standards like CODEX and facilitates
international trade in food articles. Under Section 31 of the Food Act, no person may carry on any food
business except under a license granted by the FSSAI. The Food Act sets forth the requirements for licensing
and registering food businesses in addition to laying down the general principles for safety, responsibilities
and liabilities of food business operators.

The Enforcement of the Food Act is generally facilitated by ‘state commissioners of food safety’ and other
officials at local level.

Under section 51 of the Food Act, any person who manufactures sub-standard food for human consumption
is liable to pay a penalty which may extend up to Rs. 5.00 lakh. The Food Act has defined sub-standard food
as an article of food which doesn’t meet the specified standards but not so as to render the article of food
unsafe.

The provisions of the Food Act require every distributor to be able to identify any food article by its
manufacturer, and every seller by its distributor that should be registered under the Food Act and every
entity in the sector is bound to initiate recall procedures if it finds that the food marketed by the entity has
violated specified standards. Food business operators are required to ensure that persons in their
employment do not suffer from infectious or contagious diseases. The Food Act also imposes liabilities upon
manufacturers, packers, wholesalers, distributors and sellers requiring them to ensure that inter alia unsafe
and misbranded products are not sold or supplied in the market.

138
In order to address certain specific aspects of the Food Act, the FSSAI has framed several regulations such as
the following:
a) Food Safety and Standards (Contaminants, Toxins and Residues) Regulations, 2011;
b) Food Safety and Standards (Food Products Standards and Food Additives) Regulations, 2011;
c) Food Safety and Standards (Licensing and Registration of Food Businesses) Regulation, 2011;
d) Food Safety and Standards (Packaging and Labelling) Regulations, 2011; and
e) Food Safety and Standards (Prohibition and Restrictions on Sales) Regulations, 2011.
f) Food Safety and Standards (Laboratory and sampling analysis) Regulations, 2011.

In addition to the six principal regulations as stated above, notified on 1st August 2011, following new
regulations are notified. These include:

a) Food Safety and Standards (Food or Health Supplements, Nutraceuticals, Foods for Special Dietary
Uses, Foods for Special Medical Purpose, Functional Foods and Novel Food) Regulations, 2016
b) Food Safety and Standards (Food Recall Procedure) Regulation, 2017
c) Food Safety and Standards (Import) Regulation, 2017
d) Food Safety and Standards (Approval for Non-Specified Food and Food Ingredients) Regulations,
2017.
e) Food Safety and Standards (Organic Food) Regulation, 2017.

The Central Government has also framed the Food Safety and Standards Rules, 2011 (the “FSSR”) which
have been operative since August 5, 2011. The FSSR provides the procedure for registration and licensing
process for food business and lays down detailed standards for various food products. The FSSR also sets
out the enforcement structure of ‘commissioner of food safety’, ‘the food safety officer’ and ‘the food
analyst’ and procedures of taking extracts, seizure, sampling and analysis.

Essential Commodities Act, 1955

The Essential Commodities Act, 1955 vests Government of India with the authority to issue notifications for
controlling the production, supply and distribution of certain essential commodities, which include seeds.
The ECA was enacted in 1955, and has since been used by the Government to regulate the production,
supply, and distribution of a whole host of commodities that it declares ‘essential’ in order to make them
available to consumers at fair prices. Additionally, the government can also fix the minimum support price
(MSP) of any packaged product that it declares an “essential commodity”. This act was modified by the
Essential Commodities (Amendment) Act, 2020 as part of the 2020 Indian farm reforms. The Amended law
allow the Government of India to delist certain commodities as essential, allowing the government to
regulate their supply and prices only in cases of war, famine, extraordinary price rises, or natural calamities.
The commodities that have been deregulated are food items, including cereals, pulses, potato, onion, seeds,
and oils. These can only be regulated in the extraordinary circumstances previously mentioned, by imposing
limits on the number of stocks of such items that can be held by persons. The law states that government
regulation of stocks will be based on rising prices, and can only be imposed if there is a 100% increase in
retail price (in the case of horticultural produce) and a 50% increase in retail price (in the case of non-
perishable agricultural food items). These restrictions will not apply to stocks of food held for public
distribution in India.

The Prevention of Food Adulteration Act, 1954 and rules thereunder

The Prevention of Food Adulteration Act, 1954 (“Prevention of Food Adulteration Act”) regulates the
quality of food manufactured in India by specifying set standards on various articles of food. The
Prevention of Food Adulteration Act proscribes the manufacture for sale, storage, sale, distribution or
import of certain articles of food into India including any adulterated or misbranded food. It further
empowers the food inspector to sample articles of food from persons selling, conveying, delivering or

139
consigning the said food. The Prevention of Food Adulteration Act further provides for imprisonment of not
less than 6 months which may be extended to 3 years or a fine of Rs 1,000 for contravention of the provisions
therein.

The Legal Metrology Act, 2009

An Act to establish and enforce standards of weights and measures, regulate trade and commerce in
weights, measures and other goods which are sold or distributed by weight, measure or number and for
matters connected therewith or incidental thereto. The act clearly states that, any transaction, dealing or
contract in respect of any goods, class of goods or undertakings shall be made by such weight, measure or
number as may be prescribed. No person shall, in relation to any goods, things or service, —

a. quote, or make announcement of, whether by word of mouth or otherwise, any price or charge,\ or
b. issue or exhibit any price list, invoice, cash memo or other document, or
c. (c) prepare or publish any advertisement, poster or other document, or
d. (d) indicate the net quantity of a pre-packaged commodity, or
e. express in relation to any transaction or protection, any quantity or dimension, otherwise than in
accordance with the standard unit of weight, measure or numeration.

Under this act, every legal metrology officer appointed under sub-section (1) shall exercise and discharge
the duties under the general superintendence, direction and control of the Controller. The act clearly states
that No person shall manufacture, pack, sell, import, distribute, deliver, offer, expose or possess for sale any
pre-packaged commodity unless such package is in such standard quantities and any advertisement
mentioning the retail sale price of a pre-packaged commodity shall contain a declaration as to the net
quantity or number of the commodity contained in the package.

C. CORPORATE AND COMMERCIAL LAWS:

The Companies Act, 2013

The Companies Act primarily regulates the formation, financing, functioning and restructuring of separate
legal entity as companies. The Act provides regulatory and compliance mechanism regarding all relevant
aspects including organizational, financial and managerial aspects of companies. The provisions of the Act
state the eligibility, procedure and execution for various functions of the company, the relation and action of
the management and that of the shareholders. The law lays down transparency, corporate governance and
protection of shareholders & creditors. The Companies Act plays the balancing role between these two
competing factors, namely, management autonomy and investor protection.

Indian Stamp Act, 1899

Stamp duty in relation to certain specified categories of instruments as specified under Entry 91 of the list, is
governed by the provisions of the Indian Stamp Act,1899 (“Stamp Act”) which is enacted by the Central
Government. All others instruments are required to be stamped, as per the rates prescribed by the respective
State Governments. Stamp duty is required to be paid on all the documents that are registered and as stated
above the percentage of stamp duty payable varies from one state to another. Certain states in India have
enacted their own legislation in relation to stamp duty while the other states have adopted and amended the
Stamp Act, as per the rates applicable in the state. On such instruments stamp duty is payable at the rates
specified in Schedule I of the Stamp Act.

Instruments chargeable to duty under the Stamp Act which are not duly stamped are incapable of being
admitted in court as evidence of the transaction contained therein. The Stamp Act also provides for
impounding of instruments which are not sufficiently stamped or not stamped at all. Unstamped and
deficiently stamped instruments can be impounded by the authority and validated by payment of penalty.
The amount of penalty payable on such instruments may vary from state to state.

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Indian Contract Act, 1872
The Indian Contract Act, 1872 (“Contract Act”) codifies the way in which a contract may be entered into,
executed, implementation of the provisions of a contract and effects of breach of a contract. A person is free
to contract on any terms he chooses. The Contract Act consists of limiting factors subject to which contract
may be entered into, executed and the breach enforced. It provides a framework of rules and regulations
that govern formation and performance of contract. The contracting parties themselves decide the rights and
duties of parties and terms of agreement.

Negotiable Instruments Act, 1881

In India, any negotiable instruments such as cheques are governed by this Act, Section 138 of the Act, makes
dishonor of cheques a criminal offence if the cheque is dishonored on the ground of insufficiency of funds in
the account maintained by a person who draws the cheque which is punishable with imprisonment as well
as fine.

The Arbitration and Conciliation Act, 1996

This act was enacted by Parliament in the Forty-seventh Year of the Republic of India to consolidate and
amend the law relating to domestic arbitration, international commercial arbitration and enforcement of
foreign arbitral awards as also to define the law relating to conciliation.

The Insolvency and Bankruptcy Code, 2016

The Insolvency and Bankruptcy Code, 2016 (the “code”) cover Insolvency of individuals, unlimited liability
partnerships, Limited Liability partnerships (LLPs) and companies. The Insolvency Regulator (The
Insolvency and Bankruptcy Board of India) has been established to exercise regulatory oversight over (a)
Insolvency Professionals, (b) Insolvency Professional Agencies and (c) Information Utilities.

The Micro, Small and Medium Enterprises Development Act, 2006 r/w Industries (Development and
Regulation) Act, 1951
The Act provides for facilitating the promotion and development and enhancing the competitiveness of
micro, small and medium enterprises. The Central Government is empowered to classify by notification,
any class of enterprises including inter-alia, a company, a partnership, firm or undertaking by whatever
name called, engaged in the manufacture or production of goods pertaining to any industry specified in the
First Schedule to the Industries (Development and Regulation) Act, 1951 as: (i) a micro enterprise, where the
investment in plant and machinery does not exceed Rs. 25,00,000/- (Rupees Twenty-Five Lakhs Only) (ii) a
small enterprise, where the investment in plant and machinery is more than Rs. 25,00,000/- (Rupees Twenty-
Five Lakh Only) but does not exceed Rs. 5,00,00,000/- (Rupees Five Crores Only); or (iii) a medium
enterprise, where the investment in plant and machinery is more than Rs. 5,00,00,000/- (Rupees Five Crores
Only) but does not exceed Rs. 10,00,00,000/- (Rupees Ten Crores Only). The MSMED Act inter-alia stipulates
that any person who intends to establish, a micro or small enterprise or a medium enterprise engaged in
rendering of services, may at his discretion and a medium enterprise engaged in the manufacture or
production of goods as specified hereinabove, file a memorandum of micro, small or medium enterprise, as
the case may be, with the prescribed authority.

Specific Relief Act, 1963

The Specific Relief Act, 1963 (“Specific Relief Act”) is complimentary to the provisions of the Contract Act
and the Transfer of Property Act, as the Specific Relief Act applies both to movable property and immovable
property. The Specific Relief Act applies in cases where the Court can order specific performance of a
contract. Specific relief can be granted only for purpose of enforcing individual civil rights and not for the

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mere purpose of enforcing a civil law. ‘Specific performance’ means Court will order the party to perform
his part of agreement, instead of imposing on him any monetary liability to pay damages to other party.

Consumer Protection Act, 1986

The Consumer Protection Act, 1986 seeks to provide better protection of interests of the consumers and for
that purpose to make provision for establishment of consumer councils and other authorities for the
settlement of consumer’s disputes and for matters connected therewith. It seeks to promote and protect the
rights of consumers.

To provide steady and simple redressal to consumers’ disputes, a quasi-judicial machinery is sought to be
set up at the district, state and central levels. The quasi-judicial bodies will observe the principles of natural
justices and have been empowered to give relieves of a specific nature and to award wherever appropriate
compensation to consumers. Penalties for non-compliance of the orders given by the quasi-judicial bodies
have also been provided.

Competition Act, 2002

The Competition Act, 2002 (“Competition Act”) aims to prevent anti-competitive practices that cause or are
likely to cause an appreciable adverse effect on competition in the relevant market in India. The Competition
Act regulates anti-competitive agreements, abuse of dominant position and combinations. The Competition
Commission of India (“Competition Commission”) which became operational from May 20, 2009 has been
established under the Competition Act to deal with inquiries relating to anti-competitive agreements and
abuse of dominant position and regulate combinations.

The Competition Act also provides that the Competition Commission has the jurisdiction to inquire into and
pass orders in relation to an anti-competitive agreement, abuse of dominant position or a combination,
which even though entered into, arising or taking place outside India or signed between one or more non-
Indian parties, but causes an appreciable adverse effect in the relevant market in India.
Companies Act, 1956 and Companies Act, 2013:

The Companies Act, 2013 (“Companies Act”), has been introduced to replace the existing Companies Act,
1956 in a phased manner. The Companies Act deals with laws relating to companies and certain other
associations. The Companies Act primarily regulates the formation, financing, functioning and winding up
of companies. The Companies Act prescribes regulatory mechanism regarding all relevant aspects,
including organizational, financial and managerial aspects of companies. It deals with issue, allotment and
transfer of securities and various aspects relating to company management. It provides for standard of
disclosure in public issues of capital, particularly in the fields of company management and projects,
information about other listed companies under the same management, and management perception of risk
factors.

The Trademarks Act, 1999

Under the Trademarks Act, 1999 (“Trademarks Act”), a trademark is a mark capable of being represented
graphically and which is capable of distinguishing the goods or services of one person from those of others
used in relation to goods and services to indicate a connection in the course of trade between the goods and
some person having the right as proprietor to use the mark. A ‘mark’ may consist of a device, brand,
heading, label, ticket, name signature, word, letter, numeral, shape of goods, packaging or combination of
colors or any combination thereof. Section 18 of the Trademarks Act requires that any person claiming to be
the proprietor of a trade mark used or proposed to be used by him, must apply for registration in writing to
the registrar of trademarks. The trademark, once applied for and which is accepted by the Registrar of
Trademarks (“the Registrar”), is to be advertised in the trademarks journal by the Registrar. Oppositions, if

142
any, are invited and, after satisfactory adjudications of the same, a certificate of registration is issued by the
Registrar. The right to use the mark can be exercised either by the registered proprietor or a registered user.
The present term of registration of a trademark is 10 (ten) years, which may be renewed for similar periods
on payment of a prescribed renewal fee.

D. ENVIRONMENTAL LAWS

Environment Protection Act, 1986

The Environmental Protection Act, 1986 is an “umbrella” legislation designed to provide a framework for
co-ordination of the activities of various central and state authorities established under various laws. The
potential scope of the Act is broad, with “environment” defined to include water, air and land and the
interrelationships which exist among water, air and land, and human beings and other living creatures,
plants, micro-organisms and property.

The Noise Pollution (Regulation & Control) Rules 2000 (“Noise Regulation Rules”)

The Noise Regulation Rules regulate noise levels in industrial, commercial and residential zones. The Noise
Regulation Rules also establish zones of silence of not less than 100 meters near schools, courts, hospitals,
etc. The rules also assign regulatory authority for these standards to the local district courts. Penalty for non-
compliance with the Noise Regulation Rules shall be under the provisions of the Environment (Protection)
Act, 1986.

Hazardous and other Wastes (Management and Trans boundary Movement) Rules, 2016(“HW Rules”)

The HW Rules impose an obligation on every occupier of an establishment generating hazardous waste to
recycle or reprocess or reuse such wastes through a registered recycler or to dispose of such hazardous
wastes in an authorized disposal facility. Every person engaged, inter alia, in the generation, processing,
treatment, package, storage and disposal of hazardous waste is required to obtain an authorization from the
relevant state PCB for collecting, recycling, reprocessing, disposing, storing and treating the hazardous
waste. The new HW Rules as compared to the Rules of 2008 have enlarged the scope of regulated wastes by
including ‘other wastes’ in its ambit. Other wastes include: Waste tires, paper waste, and metal scrap, used
electronic items, etc. and are recognized as a resource for recycling and reuse. These resources supplement
the industrial processes and reduce the load on the virgin resource of the country.

E. TAX RELATED LEGISLATIONS:

Income-tax Act, 1961

The Income-tax Act, 1961 (“IT Act”) is applicable to every Company, whether domestic or foreign whose
income is taxable under the provisions of the IT Act or Rules made there under depending upon its
“Residential Status” and “Type of Income” involved. The IT Act provides for the taxation of persons
resident in India on global income and persons not resident in India on income received, accruing or arising
in India or deemed to have been received, accrued or arising in India. Every Company assessable to income
tax under the IT Act is required to comply with the provisions thereof, including those relating to Tax
Deduction at Source, Advance Tax, etc.

Central Goods and Services Act, 2017

The Central Goods and Services Act, 2017 (“CGST Act”) regulates the levy and collection of tax on the intra-
State supply of goods and services by the Central Government or State Governments. The CGST Act
amalgamates a large number of Central and State taxes into a single tax. The CGST Act mandates every
supplier providing the goods or services to be registered within the State or Union Territory it falls under,

143
within 30 days from the day on which he becomes liable for such registration. Such registrations can be
amended, as well as cancelled by the proper office on receipt of application by the registered person or his
legal heirs. There would be four tax rates namely 5%, 12%, 18% and 28%. The rates of GST applied are
subject to variations based on the goods or services.

F. Intellectual Property Laws

The Trademarks Act, 1999 (“Trademarks Act”)

Under the Trademarks Act, a trademark is a mark capable of being represented graphically and which is
capable of distinguishing the goods or services of one person from those of others used in relation to goods
and services to indicate a connection in the course of trade between the goods and some person having the
right as proprietor to use the mark. Section 18 of the Trademarks Act requires that any person claiming to be
the proprietor of a trade mark used or proposed to be used by him, must apply for registration in writing to
the registrar of trademarks. The right to use the mark can be exercised either by the registered proprietor or
a registered user. The present term of registration of a trademark is 10 (ten) years, which may be renewed
for similar periods on payment of a prescribed renewal fee.

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 HISTORY AND CERTAIN CORPORATE MATTERS

Our Company was originally formed and registered as a partnership firm under the Partnership Act, 1932
(“Partnership Act”) in the name and style of “M/s. VISHWAS AGRI SEEDS”, pursuant to a deed of
partnership dated December 1, 2009. Subsequently, the constitution of partnership firm was modified from
time to time, more particularly, modified on April 01 2011, April 01.2012 and December 01.2012 to recognise
admission of partners. Later on, “M/s. VISHWAS AGRI SEEDS” was converted from a partnership firm to
“Vishwas Agri Seeds Private Limited” private limited company under IX of the Companies Act, 1956 via
Supplemental Deed of Partnership/Co-Parcenary executed on 14th day of February, 2013. Subsequently
company was issued certificate of Incorporation dated March 03 2013. By Register of Companies Gujarat,
Dadra and Nagar [Link], our Company was converted into a Public Limited Company
pursuant to shareholders resolution passed at Extra-ordinary General Meeting of our Company held on 26th
June, 2023 and the name of our Company was changed to “VISHWAS AGRI SEEDS LIMITED”. A fresh
Certificate of Incorporation consequent upon Conversion from Private Limited Company to Public Limited
Company dated July 07, 2023 was issued by the Registrar of Companies, Ahmedabad. The Corporate
Identification Number of our Company is U01112GJ2013PLC073827.

Vishwas Agri Seeds started its business in the city of Gondal near Rajokt, Gujarat in year 2009. Today
Vishwas Agri Seeds Limited is in the business of processing high quality seeds and supplying to farmers via
there established distribution network. Our Company sells its seeds under the brand name "Vishwas". We
have built a trusted name in hybrid seeds market by providing good quality hybrid seeds to farmers.
Company has setup a seed sorting & grading unit along with Warehouse & Cold storage facility at Unit no.
3 New R.S No. 460, Village: Bhayla, Taluka: Bavla, District: Ahmedabad, Gujarat. The said unit also
equipped with warehousing for storing 4200 MT (Metric ton) capacity of stock and cold storage facility to
store 3000 MT of stock.

Our unit is enquired with warehousing and cold storage facility to store the finished goods. Our Promoters
come from a farmer background which has helped the company built a strong network with farmers. In
October 2023 we have started the commercial use of our new facility at Survey No.460, At. Bhayla, opp.
Corona Remedies Pvt Ltd, near Toll Tax, Ahmedabad, Gujarat 382220. The said facility is strategically
located in easy access to farmers and transportation network.

As of March 31, 2023, we produced seeds for more than 151 different field crops, vegetables and have the
presence of our products in the stage of Gujarat, Rajasthan & Madhya Pradesh via our Seles and
Distribution network. Vishwas has more than 46 varieties of Crops. Our product portfolio includes crop
seeds for Groundnut, Soyabin, Wheat, Cumin, Green Gram, Black Gram Research Hybrid seeds for Cotton,
Castol, Pearl Millet, Maize, hybrid vegitable seeds Chilli, Tomato, Brinjal, Watermelon, Sweet Corn,
cabbage, Onion, Coriander Seeds, Fenugreek, Mustard, Lucern, Carrot, etc.

MAIN OBJECTS AS PER MEMORANDUM OF ASSOCIATION

Our Company’s main objects as per the Memorandum of Association are as follows:

To carry on in India or elsewhere the business of the firm shall be that of to carry on in India or elsewhere,
the business to act as cultivators, farmers, stockist, graders, consignor, packers, processors, producers,
consultant, traders, middleman, liasoner, exporters, importers, franchisers, C & F agent, collaborator,
jobworker, manufacturers, representatives, factors, agent, representative, dealers of all kind, classes, types,
nature & description of agro seeds, like cotton seeds, soyabeans, ground nuts, castors, linseeds, sunflower,
coconut, rapeseed, almond, moong seed, urid seeds, cumin seeds, wheat seed, vegetable sesamam, mustard,
sea seed, grape seed and all type, nature and description of agro seeds, fertilizer and pesticides used in
agriculture.

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REGISTERED OFFICE:

Registered Office of the Company is presently situated at Near Toll Tax, S. No. 460, Gangad Road, Bhayla,
Ahmedabad, Bavla, Gujarat, India, 382220. The Registered office of our Company has been changed since
incorporation.

Date of Change of Old Registered Office New Registered Office Reason

Registered office
01st January, 2015 Shop No.71, Sandry Office No.904, ALAP-B, For administrative
Shop, New Sardar 9th Floor, Limda CHowk, convenience
Market Yard, Gondal- Opp. Shashtri Maidan,
360311 (Upon Rajkot, -360001, Gujarat,
Incorporation) India
10th April, 2023 Office No.904, ALAP-B, Near Toll Tax, S. No. 460, At new owned processing
9th Floor, Limda Gangad Road, Bhayla, unit complex as all business
CHowk, Opp. Shashtri Ahmedabad, Bavla, opearations are shifted to
Maidan, Rajkot, - Gujarat, India, 382220 this unit at Ahmedabad
360001, Gujarat, India

AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION

Dates on which some of the main clauses of the Memorandum of Association of our Company have been
changed citing the details of amendment as under:

DATE OF AGM/
NATURE OF AMMENDMENT
EGM
EGM held on June 13, The authorised share capital of the company was increased from Rs. 10,00,000
[RupeesTen Lakh] to Rs. 20,00,000 consisting of 2,00,000 Equity Shares of Rs. 10.00 each
2013
The authorised share capital of the company was increased from Rs. 20,00,000 to
EGM held on August
Rs. 30,00,000 consisting of 3,00,000 Equity Shares of Rs. 10.00 each
01, 2014

EGM held on
Adoption of Memorandum of Association in line with the Companies Act, 2013
February 01, 2020

EGM held on The authorised share capital of the company was increased from Capital Rs. 30,00,000
February 01, 2020 to Rs. 50,00,000 consisting of 500,000 Equity Shares of Rs. 10.00 each
EGM held on The authorised share capital of the company was increased from Capital Rs. 50,00,000
September 01, 2021 to Rs. 10,00,00,000 consisting of 1,00,00,000 Equity Shares of Rs. 10.00 each
Alteration in Clause I of the Memorandum of Association on Conversion of VISHWAS
EGM held on June 26,
AGRI SEEDS PRIVATE LIMITED into a Public Limited Company as VISHWAS AGRI
2023
SEEDS LIMITED

SUBSIDIARIES

As on the date of this Draft Prospectus, there are no subsidiaries of our Company.

146
HOLDING AND JOINT VENTURES COMPANY

As on the date of this Draft Prospectus, our Company does not have Holding Company or Joint Venture
Company

REVALUATION OF ASSETS IN THE LAST TEN YEARS

There has been no revaluation of assets of our company in last 10 years from the date of this Draft
Prospectus.

SHAREHOLDERS’ AGREEMENT

There are no Shareholders’ Agreements existing as on the date of this Draft Prospectus.

ACQUISITION OF BUSINESS / UNDERTAKINGS

We have not acquired any business / undertakings since incorporation.

DIVESTMENT OF BUSINESS / UNDERTAKING BY COMPANY SINCE INCORPORATION

Our company has not divested any of its business / undertaking since incorporation of company.

FINANCIAL PARTNERS

As on the date of this Draft Prospectus, apart from the various arrangements with bankers which our
Company undertakes in the ordinary course of business, our Company does not have any other financial
partners.

DEFAULTS OR RESCHEDULING OF BORROWINGS WITH FINANCIAL INSTITUTIONS / BANKS

There have been no defaults or rescheduling of borrowings with any financial institutions / banks as on the
date of this Draft Prospectus.

STRATEGIC PARTNERS

We do not have any strategic partners as on the date of this Draft Prospectus.

OTHER AGREEMENTS

Except the contracts / agreements entered in the ordinary course of the business carried on or intended to be
carried on by our Company, we have not entered into any other agreement / contract as on the date of this
Draft Prospectus.

INJUNCTIONS OR RESTRAINING ORDERS

There are no injunctions / restraining orders that have been passed against the company.

MANAGERIAL COMPETENCE

For managerial Competence, please refer to the section “Our Management” on Page no. 148 of this Draft
Prospectus.

147
 OUR MANAGEMENT

Board of Directors:

Our Company has five (5) Directors consisting of Three (3) Executive Directors, Two (2) Non-Executive
Independent Directors including Executive Chairman. The following table sets forth the details of our Board
of Directors as on the date of this Draft Prospectus:

Name, Current Designation, Address, Occupation,

Nationality Age Other Directorships
Term and DIN
Mr. Ashokbhai Sibabhai Gajera Indian 45 Nexus Nutri Science
Date of Birth: 10/08/1978 Limited (Director)
Qualification: [Link] Chemistry
Address: At Mota Mandava, Tal. Kotda Sangani, Rajkot,
Gujarat 360311, India
Date of Appointment as Director: 02/03/2013
Designation: Managing Director w.e.f 04/12/2023
Term: Appointed as Managing Director for a period of
five years and subject to retire by rotation.
Occupation: Business
DIN: 06503966
Mr. Dineshbhai Madhabhai Suvagiya Indian 48 1. Krushikar Farmar
Date of Birth: 10/04/1975 Producer Company
Qualification: B.A Limited (Director)
Address: Rajmaldada Temple, Panch Pipada, Jetpur,
2. Khedut Nigam
Rajkot - 360370
(Partner)
Date of Appointment as Director: 02/03/2013
Change in designation: CFO w.e.f : 04/12/2023
Term: Appointed as Executive Director & CFO for a
period of five years and subject to retire by rotation.
Occupation: Business
DIN: 06503976
Mr. Bharatbhai Sibabhai Gajera Indian 40 NA
Date of Birth: 28/10/1983
Qualification : S.S.C
Address: Mota Mandava, Kotada Sangani, Rajkot –
360311
Date of Appointment : 18/05/2023
Term: Appointed as Executive Director for a period of
five years and subject to retire by rotation.
Occupation: Business
DIN: 10165735

148
Name, Current Designation, Address, Occupation,
Nationality Age Other Directorships
Term and DIN
Mrs. Dinkal Rahul Pansuriya Indian 37 NA
Date of Birth: 13/06/1986
Qualification : [Link]. Microbiology
Address: K503, ICB City, Gota, Ahmedabad
Date of Appointment : Director: 04/12/2023
Term: Appointed as Non Executive Independent woman
Director for a period of five years and subject to retire by
rotation.
Occupation: Business
DIN: 10343120
Mr. Sanjay Harsukhbhai kachhadiya Indian 40 NA
Date of Birth: 08/05/1983
Qualification : [Link] (Agricultural)
Address: A/904, North View Height, South Bopal
Ahmedabad
Date of Appointment 04/12/2023
Term: Appointed as NonExecutive Independent Director
for a period of five years and subject to retire by rotation.
Occupation: Agro Chemicals & Fertilizers Business
DIN: 07902820

For further details on their qualification, experience etc., please see their respective biographies under the
heading “Brief Biographies” below:

Notes:

• There are no arrangements or understanding with major shareholders, customers, suppliers or others,
pursuant to which any of the Directors or Key Management Personnel were selected as a Director or
member of the senior management.

• There is no service contracts entered into by the Directors with our Company which provides for benefit
upon termination of employment.

• None of our Directors have been or are presently directors on the boards of listed companies whose
shares have been / were suspended from being traded on the Stock Exchanges during the last five years
preceding the date of filing of this Draft Prospectus.

• None of our Directors have been or are presently directors on the boards of listed companies whose
shares have been delisted from the Stock Exchange(s).

• No proceedings/investigations have been initiated by SEBI against any company, the board of directors
of which also comprise any of the Directors of our Company. No consideration in cash or shares or
otherwise has been paid or agreed to be paid to any of our Directors or to the firms or companies in
which they are interested as a member by any person either to induce him to become, or to help him
qualify as a Director, or otherwise for services rendered by him or by the firm or company in which he is
interested, in connection with the promotion or formation of our Company.

149
BRIEF BIOGRAPHIES OF OUR DIRECTORS

Mr. Ashokbhai Sibabhai Gajera

Mr. Ashokbhai Sibabhai Gajera is 45 years old and he has completed his B.S.C in chemistry. After
completing his studies, he started seeds processing business in Rajkot, Gujarat. Mr. Ashokbhai started a
partnership firm- M/s. VISHWAS AGRI SEEDS in 2008. He has 18 years of experience in seeds processing
industry and is key person behind the business of the company. Under his leadership Vishwas Agri Seeds
Limited has set up its seed processing unit in Bhayla, Ahmedabad, Bavla, Gujarat in 2023. He looks after
overall business and marketing.

Mr. Dineshbhai Madhabhai Suvagiya

Mr. Dineshbhai Madhabhai Suvagiya is 48 years old and he has completed his B.A. He is having 12 Years of
experience in the seeds processing industry. He is Chief Financial Officer (CFO) of Vishwas Agri Seeds
Limited. He looks after finance department of the company.

Mr. Bharatbhai Sibabhai Gajera

Mr. Bharatbhai Sibabhai Gajera is 40 years old and he is having 12 Years of experience in the seeds
processing industry. He looks after business administration.

Mrs. Dinkal Rahul Pansuriya

Mrs. Dinkal Rahul Pansuriya, aged 37 years is the Independent Director of the Company and she has done
[Link]. in [Link] network in agriculture sector helps us in exploring new business in our field.

Mr. Sanjay Harsukhbhai kachhadiya

Mr. Sanjay Harsukhbhai kachhadiya, aged 40 years is the Independent Director of the Company, He holds
degree in [Link]. Agricultural. He has vast experience in Agriculture Industries. His knowledge and
experience help us to grow our business.

Confirmation

None of the above-mentioned Directors are on the RBI List of wilful defaulters as on date of filing the Draft
Prospectus.

Further, our Company, our Promoters, persons forming part of our Promoter Group, Directors and persons
in control of our Company, have not been/are not debarred from accessing the capital market by SEBI.

Borrowing Powers of our Board of Directors

The Articles, subject to the provisions of Companies Act authorize the Board to raise, borrow or secure the
payment of any sum or sums of money for the purposes of our Company withtin the prescribed limit under
Act.

REMUNERATION OF EXECUTIVE DIRECTORS

Compensation to the Non-Executive Directors and Non-Executive Independent Directors

150
1. Remuneration paid to our Non-Executive Independent Director in Fiscal 2022-2023: Nil
2. Sitting fees paid to Non-Executive Directors for attending Board Meeting: Nil

REMUNERATION / SITTING FEES PAID TO DIRECTORS FOR THE FY 2022-23

Sr. No. Name of Director Designation Remuneration Sitting Fees Total

Paid Paid
1. Mr. Ashokbhai Managing Rs.19,92,000/- NIL Rs. 19,92,000/-
Shibabhai Gajera Director1
2. Mr. Dineshbhai Director & Rs. 19,92,000/- NIL Rs. 19,92,000/-
Madhabhai Suvagiya Chief
Financial
Officer2
3. Mr. Bharatbhai Non- Rs. 19,92,000/- NIL Rs.19,92,000/-
Shibabhai Gajera Executive
Director3
1 Appointed as Managing Director on 04/12/2023

2 Appointed as Chief Financial Officer on 04/12/2023

3 Change in Designation from Executive to Non-Executive Director on 14/12/2023

Shareholding of Directors

The following table sets forth the shareholding of our Directors as on the date of this Draft Prospectus:

Name of Directors No. of Equity Shares held % of Pre-Issue Paid Up Capital

Ashokbhai Shibabhai Gajera 7,00,000 10%

Babulal Laljibhai Suvagiya 7,00,000 10%
Bharatbhai Shibabhai Gajera 7,00,000 10%
Dineshbhai Madhabhai Suvagiya 7,00,000 10%
Ilaben Pareshbhai Patel 7,00,000 10%
Kalubhai Maganbhai Vekaria 7,00,000 10%
Ketankumar Babulal Suvagiya 7,00,000 10%
Maheshbhai Shibabhai Gajera 7,00,000 10%
Rameshbhai Laljibhai Suvagiya 7,00,000 10%
Shivlalbhai Veljibhai Bhanderi 7,00,000 10%
Total 70,00,000 100%

Interest of the Directors

Our Directors may be deemed to be interested in the promotion of the Company to the extent of the Equity
Shares held by them and also to the extent of any dividend payable to them on their holding of such shares
and other distributions in respect of the aforesaid Equity Shares. For further details, refer to Annexure XXVI
– Related Party Transactions” under chapter titled “Financial Information” and “Our Promoter and Promoter
Group” beginning on page nos. 178 and 160 of this Draft Prospectus.

151
All of our Directors may be deemed to be interested to the extent of fees payable to them for attending
meetings of the Board or a committee thereof as well as to the extent of other remuneration and
reimbursement of expenses payable to them under our Articles of Association, and to the extent of
remuneration paid to them for services rendered as an officer or employee of our Company.

Our Directors may also be regarded as interested in the Equity Shares, if any, held by them or allotted to the
companies in which they are interested as Directors, Members, and Promoter, pursuant to this issue. All of
our Directors may also be deemed to be interested to the extent of any dividend payable to them and other
distributions in respect of the said Equity Shares.

Except as stated in this chapter titled “Our Management” and refer to para titled as Annexure XXVI – Related
Party Transactions” in chapter titled “Financial Information” beginning on page nos. 207 of this Draft
Prospectus respectively, our Directors do not have any other interest in our business.

Except as disclosed in “Properties” under the section “Our Business” starting on page no. 115 of this Draft
Prospectus, our Directors have no interest in any property acquired or proposed to be acquired by our
Company as on the date of this Draft Prospectus.

Changes in the Board of Directors in the last three years

Following are the changes in our Board of Directors in the last three years:

Sr. Name of Director Date of Reason for Change

No. Change
1. Bharatbhai Shibabhai Gajera 18/05/2023 Appointment
2. Sanjay Harsukhbhai Kachhadiya 04/12/2023 Appointment
3. Dinkal Rahul Pansuriya 04/12/2023 Appointment
4. Ashokbhai Shibabhai Gajera 04/12/2023 Change in Designation to
Managing Director
5. Bharatbhai Shibabhai Gajera 14/12/2023 Change in Designation from
Executive to Non-Executive
Director
6. Sanjay Harsukhbhai Kachhadiya 20/12/2023 Change in Designation from
Additional Non-Executive
Independent Director to Non-
Executive Independent Director
7. Dinkal Rahul Pansuriya 20/12/2023 Change in Designation from
Additional Non-Executive
Independent Director to Non-
Executive Independent Director

Following are the changes in our Key Managerial Personnel in the last three years:

Sr. Name of Director Date of Change Reason for Change

No.
1. Dineshbhai Madhabhai Suvagiya 04/12/2023 Appointment as CFO
2. Karina Deepakbhai Chandwani 14/12/2023 Appointment as CS

152
Corporate Governance

The provisions of the SEBI (LODR) Regulations, 2015 with respect to corporate governance will be
applicable to us immediately upon the listing of our Equity Shares with the Stock Exchanges. We are in
compliance with the requirements of the applicable regulations, including the SEBI (LODR) Regulations,
2015, the SEBI Regulations and the Companies Act, in respect of corporate governance including
constitution of the Board and committees thereof. The corporate governance framework is based on an
effective independent Board, separation of the Board’s supervisory role from the executive management
team and constitution of the Board Committees, as required under law.

Our Board has been constituted in compliance with the Companies Act and the SEBI Listing Regulations.
The Board functions either as a full board, or through various committees constituted to oversee specific
operational areas.

Currently, our Board has Five (5) Directors. In compliance with the requirements of the Companies Act,
2013 we have Five (5) Directors consisting of two (2) Executive Directors, two (2) Non-Executive
Independent Directors and one (1) Non-Executive Director. We have One (1) woman Director on our Board.

Committees of our Board

We have constituted the following committees of our Board of Directors for compliance with Corporate
Governance requirements:

1. Audit Committee
2. Stakeholder’s Relationship Committee
3. Nomination and Remuneration Committee

1. Audit Committee

The Audit Committee of our Board was constituted by our Directors by a board resolution dated December
14, 2023 pursuant to section 177 of the Companies Act, 2013. The Audit Committee comprises of:

Name of the Member Nature of Directorship Designation in Committee

Mr. Sanjay Harsukhbhai Kachhadiya Chairman Independent Director
Mr. Ashokbhai Shibabhai Gajera Member Managing Director
Mrs. Dinkal Rahul Pansuriya Member Independent Director

The scope of Audit Committee shall include but shall not be restricted to the following:

a) Oversight of the Issuer’s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible.

b) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or
removal of the statutory auditor and the fixation of audit fees.

c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

d) Reviewing, with the management, the annual financial statements before submission to the board for
approval, with particular reference to:

153
 ▪ Matters required to be included in the Director’s Responsibility Statement to be included in the
Board’s report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013
▪ Changes, if any, in accounting policies and practices and reasons for the same
▪ Major accounting entries involving estimates based on the exercise of judgment by management
▪ Significant adjustments made in the financial statements arising out of audit findings
▪ Compliance with listing and other legal requirements relating to financial statements
▪ Disclosure of any related party transactions
▪ Qualifications in the draft audit report.

e) Reviewing, with the management, the half yearly financial statements before submission to the board
for approval

f) Reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other
than those stated in the offer document/Draft prospectus/notice and the report submitted by the
monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making
appropriate recommendations to the Board to take up steps in this matter.

g) Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

h) Approval or any subsequent modification of transactions of the company with related parties;

i) Scrutiny of inter-corporate loans and investments;

j) Valuation of undertakings or assets of the company, wherever it is necessary;

k) Evaluation of internal financial controls and risk management systems;

l) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the
internal control systems.

m) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage
and frequency of internal audit.

n) Discussion with internal auditors any significant findings and follow up there on.

o) Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting
the matter to the board.

p) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of concern.

q) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors.

r) To review the functioning of the Whistle Blower mechanism.

154
s) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the
finance function or discharging that function) after assessing the qualifications, experience &
background, etc. of the candidate.

t) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Explanation (i): The term "related party transactions" shall have the same meaning as contained in the
Accounting Standard 18, Related Party Transactions, issued by The Institute of Chartered Accountants of
India.

Explanation (ii): If the Issuer has set up an audit committee pursuant to provision of the Companies Act, the
said audit committee shall have such additional functions / features as is contained in this clause.

The Audit Committee enjoys following powers:

a) To investigate any activity within its terms of reference

b) To seek information from any employee

c) To obtain outside legal or other professional advice

d) To secure attendance of outsiders with relevant expertise if it considers necessary

e) The audit committee may invite such of the executives, as it considers appropriate (and particularly the
head of the finance function) to be present at the meetings of the committee, but on occasions it may also
meet without the presence of any executives of the Issuer. The finance director, head of internal audit
and a representative of the statutory auditor may be present as invitees for the meetings of the audit
committee.

The Audit Committee shall mandatorily review the following information:

a) Management discussion and analysis of financial condition and results of operations;

b) Statement of significant related party transactions (as defined by the audit committee), submitted by
management;

c) Management letters / letters of internal control weaknesses issued by the statutory auditors;
d) Internal audit reports relating to internal control weaknesses; and

e) The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to
review by the Audit Committee.

The recommendations of the Audit Committee on any matter relating to financial management, including
the audit report, are binding on the Board. If the Board is not in agreement with the recommendations of the
Committee, reasons for disagreement shall have to be incorporated in the minutes of the Board Meeting and
the same has to be communicated to the shareholders. The Chairman of the committee has to attend the
Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

The Company Secretary of the Company acts as the Secretary to the Committee.

155
Meeting of Audit Committee

The audit committee shall meet at least four times in a year and not more than one hundred and twenty
days shall elapse between two meetings. The quorum shall be either two members or one third of the
members of the audit committee whichever is greater, but there shall be a minimum of two independent
members present.

2. Stakeholder’s Relationship Committee

The Shareholder and Investor Grievance Committee of our Board were constituted by our Directors
pursuant to section 178 (5) of the Companies Act, 2013 by a board resolution dated December 14, 2023 The
Shareholder and Investor Grievance Committee comprises of :

Name of the Member Nature of Directorship Designation in Committee

Mrs. Dinkal Rahul Pansuriya Chairman Independent Director
Mr. Sanjay Harsukhbhai Kachhadiya Member Independent Director
Mr. Bharatbhai Shibabhai Gajera Member Non-Executive Director

This committee will address all grievances of Shareholders/Investors and its terms of reference include the
following:

a) Allotment and listing of our shares in future

b) Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual
report, transfer of Equity Shares and issue of duplicate/split/consolidated share certificates;

c) Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of

Equity Shares and other securities issued by our Company, including review of cases for refusal of
transfer/ transmission of shares and debentures;

d) Reference to statutory and regulatory authorities regarding investor grievances;

e) To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;

f) And to do all such acts, things or deeds as may be necessary or incidental to the exercise of the above
powers.

The Company Secretary of our Company acts as the Secretary to the Committee.

Quorum and Meetings

The quorum necessary for a meeting of the Stakeholders Relationship Committee shall be two members or
one third of the members, whichever is greater.

3. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of our Board was constituted by our Directors pursuant to
section 178 of the Companies Act, 2013 by a board resolution dated December 14, 2023

156
 The Nomination and Remuneration Committee currently comprises of:

Designation in
Name of the Member Nature of Directorship
Committee
Mr. Sanjay Harsukhbhai Kachhadiya Chairman Independent Director
[Link] Rahul Pansuriya Member Independent Director
Mr. Bharatbhai Shibabhai Gajera Member Non-Executive Director

The scope of Nomination and Remuneration Committee shall include but shall not be restricted to the
following:

a) Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy, relating to the remuneration of the directors, key
managerial personnel and other employees;

b) Formulation of criteria for evaluation of Independent Directors and the Board;

c) Devising a policy on Board diversity

d) Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the Board their appointment
and removal. The company shall disclose the remuneration policy and the evaluation criteria in its
Annual Report.

Management Organization Structure

Board of Directors
and KMP

Mr Ashokbhai Mr. Dineshbhai Mr. Bharatbhai Ms. Dinkal Mr. Sanjay Ms. Karina
Sibabhai Madhabhai Shibabhai Rahul Pansuriya Harsukhbhai Dipak
Gajera Suvagiya Gajera Non Executive kachhadiya Chandwani
Executive Executive Independent Non Executive CS & CO
MD Director& CFO Director Women Director Independent
Director

Terms & Abbreviations

CFO : Chief Financial Officer

CS & CO : Company Secretary and Compliance Officer
MD : Managing Director
WTD : Whole Time Director

157
 Key Managerial Personnel

The details of our key managerial personnel are as below –

Designation
Compensation Name of
Name of & Date of
for Last Fiscal Qualification Previous Experience
Employee Functional Appointment
(₹ in lakhs) Employer(s)
Area
Managing
Mr Ashokbhai
Director [Link].
Sibabhai Gajera 02/03/2013 19,92,000 NA 14 years
Chemistry

Mr. Dineshbhai Executive

Madhabhai Director &
CFO
02/03/2013 19,92,000 B. A NA 14 years
Suvagiya

Company
Ms. Karina
Secretary &
Dipak Company
Compliance 14/12/2023 NA NA NA
Chandwani Secretary
Officer

Other Notes –

1. All the key managerial personnel mentioned above are permanent employees of our Company

2. There is no understanding with major shareholders, customers, suppliers or any others pursuant to which
any of the above-mentioned personnel have been recruited.

3. As on the date of filing of this Draft Prospectus, our Company does not have a bonus or a profit-sharing
plan with the key management personnel.

4. Except Rent payment, No non-salary-relaated payments or benefits have been made to our key
management personnel.

5. There is no contingent or deferred compensation payable to any of our key management personnel.

Relationship amongst the Key Managerial Personnel

None of the above-mentioned key managerial personnel are related to each other.

Arrangement / Understanding with Major Shareholders / Customers / Suppliers

None of the KMPs have been selected pursuant to any arrangement / understanding with major
shareholders / customers / suppliers.

158
Shareholding of Key Managerial Personnel

Sr. % of Shares to Pre –

Particulars No. of Shares
No. Issue Share Capital
1 Mr Ashokbhai Sibabhai Gajera 7,00,000 10%

2 Mr. Dineshbhai Madhabhai Suvagiya 7,00,000 10%

3 Ms. Karina Dipak Chandwani NIL NIL
Total 14,00,000 20%

Contingent and deferred compensation payable to our Director and Key Managerial Personnel

There is no contingent or deferred compensation payable to our Directors and Key Managerial Personnel,
which does not form a part of their remuneration.

Interest of Key Managerial Personnel

The Key Managerial Personnel of our Company do not have any interest in our Company, other than to the
extent of, remuneration of benefits to which they are entitled as per their terms of appointment and
reimbursement of expenses incurred by them during the ordinary course of business. Further, if any Equity
Shares are allotted to our Key Managerial Personnel prior to/ in terms of this Issue, they will be deemed to
be interested to the extent of their shareholding and / or dividends paid or payable on the same.

Bonus or Profit-Sharing Plan for the Key Managerial Personnel during the last three years

Our Company does not have fixed bonus/profit sharing plan for any of the employees, key managerial
personnel.

Employee Share Purchase and Employee Stock Option Scheme

Presently, we do not have ESOP/ESPS scheme for employees.

Payment or Benefit to our Key Managerial Personnel

Except for the payment of salaries and yearly bonus, we do not provide any other benefits to our employees

Changes in the Key Managerial Personnel in the three years preceding the date of filing this Draft
Prospectus
Except as disclosed below, there has been no change in KMPs in past three years from the date of this Draft
Prospectus:

Sr. Name of Director Date of Change Reason for Change

No.
1. Dineshbhai Madhabhai Suvagiya 04/12/2023 Appointment as CFO
2. Karina Deepakbhai Chandwani 14/12/2023 Appointment as CS

159
 OUR PROMOTERS, PROMOTER GROUP

1. The Promoters of Our Company Are:

1. Mr. Ashokbhai Sibabhai Gajera

2. Mr. Bharatbhai Sibabhai Gajera

3. Mr. Dineshbhai Madhabhai Suvagiya

4. Ms. Ilaben Pareshbhai Patel

5. Mr. Kalubhai Maganbhai Vekariya

6. Mr. Maheshbhai Sibabhai Gajera

7. Mr. Ketankumar Babulal Suvagiya

8. Mr. Babubhai Laljibhai Suvagiya

9. Mr. Rameshbhai Laljibhai Suvagiya

10 Mr. Shivlal Veljibhai Bhanderi

As on the date of this Draft Prospectus, our Promoters is having Pre-IPO holding of 70,00,000 Equity Shares

in aggregate, representing 100.00% of the issued, subscribed and paid-up Equity Share capital of our

Company and Post IPO holding of 70,00,000 shares constituting of 70.00%.

i. The details of individual Promoters of our company are provided below:

1. Mr. Ashokbhai Sibabhai Gajera

Mr. Ashokbhai Sibabhai Gajera

Brief Profile: Mr. Ashokbhai Sibabhai Gajera is 45 years old and
having 18 years of experience in agriculture sector.
Date of Birth: 10/08/1978
Age: 45 Years
Qualification: [Link]. Chemistry
Experience in Business : 18 Years
Address: Mota Mandava , Rajkot – 360311
PAN: ALUPG4271E
Passport No.: M2448889
Driver’s License: GJ03 20220014768
Voter’s ID No.: JVT8952582
Adhaar Card No.: xxxx xxxx xxxx
Other Directorship/Partner :
Nexus Nutri Science Limited (Director)

160
2. Mr. Bharatbhai Sibabhai Gajera

Mr. Bharatbhai Sibabhai Gajera

Brief Profile: Mr. Bharatbhai Sibabhai Gajera is 40 years old and having
12 years of experience in agriculture sector.

Date of Birth: 28/10/1983

Age: 40 Years
Qualification: 10th class
Experience in Business : 12 Years
Address: Mota Mandava, Kotada Sangani, Rajkot – 360311
PAN: AYEPG6083D
Passport No.: P8962240
Driver’s License: GJ0320130014625
Voter’s ID No.: JVT8951428
Adhaar Card No.: xxxx xxxx xxxx
Other Directorship/Partner : NA

3. Mr. Dineshbhai Madhabhai Suvagiya

Mr. Dineshbhai Madhabhai Suvagiya
Brief Profile: Mr. Dineshbhai Madhabhai Suvagiya is 48 years old and
having 12 years of experience in agriculture sector.
Date of Birth: 10/04/1975
Age: 48 Years
Qualification: B.A
Experience in Business : 12 Years
Address: Rajmaldada Temple, Panch Pipada, Jetpur, Rajkot - 360370
PAN: BAJPS8683R
Passport No.: V5873103
Driver’s License: GJ03 19970164241
Voter’s ID No.: GJ04021156938
Adhaar Card No.: xxxx xxxx xxxx
Other Directorship/Partner :
[Link] Farmar Producer Company Limited (Director)
[Link] Nigam (Partner)

161
4. Ms. Ilaben Pareshbhai Patel

Ms. Ilaben Pareshbhai Patel

Brief Profile: Ms. Ilaben Pareshbhai Patel is 50 years old and having 3
years of experience in agriculture sector.
Date of Birth: 24/03/1973
Age: 50 Years
Qualification: M.A. (Master of Arts )
Experience in Business : 3 Years
Address: Kum Kum Park-2, Block 19, University Road, Rajkot – 360005
PAN: BFBPP8113E
Passport No.: NO
Driver’s License: NO
Voter’s ID No.: WQT3353356
Adhaar Card No.: xxxx xxxx xxxx
Other Directorship/Partner : NA

5. Mr. Kalubhai Maganbhai Vekariya

Mr. Kalubhai Maganbhai Vekariya

Brief Profile: Mr. Kalubhai Maganbhai Vekariya is 51 years old and
having 20 years of experience in agriculture sector.
Date of Birth: 07/08/1972
Age: 51 Years
Qualification: 12th Science
Experience in Business : 20 Years
Address: Marutinandan Society, Ram Bangla Same, Gundala Road,
Gondal, Rajkot - 360311
PAN: ADCPV8469M
Passport No.: T6840932
Driver’s License: GJ03 20070073298
Voter’s ID No.: JWC3333473
Adhaar Card No.: xxxx xxxx xxxx
Other Directorship/Partner :
1. Shree Khodiyar Oil Depo. (Partner )
2. Krushikar Farmers Producer Company Limited(Director)

162
6. Mr. Maheshbhai Sibabhai Gajera

Mr. Maheshbhai Sibabhai Gajera

Brief Profile: Mr. Maheshbhai Sibabhai Gajera 42 years old and
having 5 years of experience in agriculture sector.
Date of Birth: 31/01/1981
Age: 42 Years
Qualification: 12th
Experience in Business : 5 Years
Address: Brahmani Nagar, Shri Ram, Nr. Gundala, Chokadi, Gonadal,
Rajkot - 360311
PAN: ARQPG6806K
Passport No.: NO
Driver’s License: GJ03 2008 0723722
Voter’s ID No.: JVT8953333
Adhaar Card No.: xxxx xxxx xxxx
Other Directorship/Partner : Vraj Hybrid Seeds Limited (Director)

7. Mr. Ketankumar Babulal Suvagiya

Mr. Ketankumar Babulal Suvagiya

Brief Profile: Mr. Ketankumar Babulal Suvagiya 41 years old and
having 25 years of experience in agriculture sector.
Date of Birth: 09/03/1982
Age: 41 years
Qualification: TY BA
Experience in Business : 25 Years
Address: Panch Pipada, Jetpur, Rajkot - 360370
PAN: CUOPS7908D
Passport No.: M6082647
Driver’s License: GJ03 20040078702
Voter’s ID No.: GQY2928877
Adhaar Card No.: xxxx xxxx xxxx
Other Directorship/Partner: khedut nigam(Partner)

163
8. Mr. Babubhai Laljibhai Suvagiya

Mr. Babubhai laljibhai Suvagiya

Brief Profile: Mr. Babubhai laljibhai Suvagiya 64 years old and having 40
years of experience in farming.
Date of Birth: 21/01/1958
Age: 64
Qualification: 8th Class
Experience in Business : 40 Years
Address: Panch Pipada, Jetpur, Rajkot – 360370
PAN: DDKPS2529L
Passport No.: NO
Driver’s License: GJO320080087021
Voter’s ID No.: GJ/04021/156926
Adhaar Card No.: xxxx xxxx xxxx
Other Directorship/Partner: NA

9. Mr. Rameshbhai Laljibhai Suvagiya

Mr. Rameshbhai Laljibhai Suvagiya

Brief Profile: Mr. Rameshbhai Laljibhai Suvagiya is 58 years old and
having 35 years of experience in agriculture sector.
Date of Birth: 05/11/1965
Age: 58
Qualification: 8th Class
Experience in Business : 35 Years Farmer
Address: Panch Pipada, Jetpur, Rajkot - 360370
PAN: CUOPS7909C
Passport No.: NO
Driver’s License: GJ03 20040002477
Voter’s ID No.: GJ04021157135
Adhaar Card No.: xxxx xxxx xxxx
Other Directorship/Partner :NA

164
10. Mr. Shivlal Veljibhai Bhanderi

Mr. Shivlalbhai Bhanderi

Brief Profile: Mr. Shivlalbhai Bhanderi is 60 years old and have rich
experience of 35 years in agriculture sector.
Date of Birth: 01/06/1963
Age: 60 Years
Qualification: 8th Class
Experience in Business : 35 Years Farmer
Address: At. Nana Vadiya, ta. Kotda sangani, Dist. Rajkot, 360311, Guj.
PAN: BCNPB7285A
Passport No.: NA
Driver’s License: GJ03 19990249983
Voter’s ID No.: GJ/04/019/705228
Adhaar Card No.: xxxx xxxx xxxx
Other Directorship/Partner : NA

ii. Details of Body Corporate Promoters of our company:

We don’t have any Body Corporate Promoters

Other Information related to Our Company

For additional details on the age, background, personal address, educational qualifications, experience, positions / posts,
other ventures and Directorships held in the past for our Individual Promoter, please see the chapter titled “Our
Management” beginning on page no. 148 of this Draft Prospectus.

For details of the build-up of our Promoter’ shareholding in our Company, please see “Capital Structure –Shareholding
of our Promoter” beginning on page no. 62of this Draft Prospectus.

Other Undertakings and Confirmations

We confirm that the Permanent Account Number, Bank Account number and Passport number of our
Promoter will be submitted to the Stock Exchange at the time of filing of the Draft Prospectus with the Stock
Exchange.

Our Promoter and the members of our Promoter Group have confirmed that they have not been identified
as wilful defaulters by the RBI or any other governmental authority.

No violations of securities laws have been committed by our Promoter or members of our Promoter Group
or any Group Companies in the past or are currently pending against them. None of (i) our Promoter and
members of our Promoter Group or persons in control of or on the boards of bodies corporate forming part
of our Group Companies (ii) the Companies with which any of our Promoter are or were associated as a
promoter, director or person in control, are debarred or prohibited from accessing the capital markets or
restrained from buying, selling, or dealing in securities under any order or directions passed for any reasons
by the SEBI or any other authority or refused listing of any of the securities issued by any such entity by any
stock exchange in India or abroad.

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Change in control of our Company

There has been no change in the promoter and control of our Company in the five years immediately
preceding the date of this Draft Prospectus.

Interests of Promoter

None of our Promoter / Directors have any interest in our Company except to the extent of compensation
payable / paid and reimbursement of expenses (if applicable) and to the extent of any equity shares held by
them or their relatives and associates or held by the companies, firms and trusts in which they are interested
as director, member, partner, and / or trustee, and to the extent of benefits arising out of such shareholding.
For further details on the interest of our promoter in our Company, please see the chapters titled “Capital
Structure”, “Restated Financial Information” and “Our Management” beginning on page nos. 63, 132 and 113 of
this Draft Prospectus.

Except as stated otherwise in this Draft Prospectus, we have not entered into any contract, agreements or
arrangements in which our Promoter is directly or indirectly interested and no payments have been made to
them in respect of the contracts, agreements or arrangements which are proposed to be made with them
including the properties purchased by our Company other than in the normal course of business.

For Further details on the related party transaction, to the extent of which our Company is involved, please
see “Annexure XXVII – Restated Statement of Related Party Transaction” under the chapter “Restated Financial
Information” on page no.178 of this Draft Prospectus.

Common Pursuits of our Promoters

Our Group Company has been authorized by its Memorandum of Association to undertake activities which
are similar to ours and are currently engaged in businesses similar to ours.

Our Company has not adopted any measures for mitigating such conflict situations.

Companies with which the Promoter has disassociated in the last three years.

Our Promoters have not disassociated themselves from any companies, firms or entities during the last three
years preceding the date of this Draft Prospectus.

Payment of Amounts or Benefits to the Promoter or Promoter Group during the last two years

Except as stated in “Annexure XXVI – Restated Statement of Related Party Transactions” under the chapter
“Financial Statements” on page no.178 of this Draft Prospectus, there has been no other payment of benefits
to our Promoter during the two years preceding the date of this Draft Prospectus.

Experience of our Promoter in the business of our Company

For details in relation to experience of our Promoter in the business of our Company, see Chapter “Our
Management beginning on page no. 148 of this Draft Prospectus.

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Interest of Promoter in the Promotion of our Company

Our Company is currently promoted by the promoters in order to carry on its present business. Our
Promoters are interested in our Company to the extent of their shareholding and directorship in our
Company and the dividend declared, if any, by our Company.

Interest of Promoter in the Property of our Company

Our Promoters have confirmed that they do not have any interest in any property acquired by our Company
within three years preceding the date of this Draft Prospectus or proposed to be acquired by our Company
as on the date of this Draft Prospectus For details, please the chapter “Our Business” on page no. 115 of this
Draft Prospectus.

Further, other than as mentioned in the chapter titled “Our Business”, our Promoters do not have any
interest in any transactions in the acquisition of land, construction of any building or supply of any
machinery.

Interest of Promoter in our Company other than as Promoter

Other than as Promoter, our Promoter is interested in our Company to the extent of their shareholding in
our Company and the dividend declared, if any, by our Company. For details, please see chapters titled
“Our Management” and “Capital Structure” beginning on page nos. 148 and 62 respectively of this Draft
Prospectus.

Except as mentioned in this section and the chapters titled “Capital Structure”, “Our Business”, “History and
Certain Corporate matters” and “Annexure XXVII – Restated Statement of Related Party Transactions” on page
nos.62, 115 ,178 of this Draft Prospectus, respectively, our Promoter do not have any interest in our
Company other than as promoter.

Related Party Transactions

Except as stated in the “Annexure XXVII – Restated Statement of Related Party Transactions” under Restated
Financial Information on page no. of this Draft Prospectus., our Company has not entered into related party
transactions with our Promoter.

Material Guarantees

Except as stated in the “Financial Indebtedness” and “Restated Financial Information” beginning on page nos.
170 this Draft Prospectus respectively, our Promoters have not given any material guarantee to any third
party with respect to the Equity Shares as on the date of this Draft Prospectus.

Shareholding of the Promoter Group in our Company

For details of shareholding of members of our Promoter Group as on the date of this Draft Prospectus,
please see the chapter titled “Capital Structure – Notes to Capital Structure” beginning on page no. 62 of this
Draft Prospectus.

Other Confirmations

Our Company has neither made any payments in cash or otherwise to our Promoter or to firms or
companies in which our Promoter is interested as members, directors or promoter nor have our Promoter
been offered any inducements to become directors or otherwise to become interested in any firm or
company, in connection with the promotion or formation of our Company otherwise than as stated in the

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“Annexure XXVII – Restated Statement of Related Party Transactions” under Restated Financial Statement on
page no.178 of this Draft Prospectus.

Outstanding Litigation

There is no outstanding litigation against our Promoter except as disclosed in the section titled “Risk Factors”
and chapter titled “Outstanding Litigations and Material Developments” beginning on page no. 220 of this Draft
Prospectus.

2. OUR PROMOTER GROUP

In compliance with SEBI Guideline, “Promoter Group” pursuant to the regulation 2(1) (pp) of the SEBI
(ICDR) Regulation, 2018, we confirm that following persons are part of promoter group:

A. The Promoter:

1. Mr. Ashokbhai Sibabhai Gajera

2. Mr. Bharatbhai Sibabhai Gajera
3. Mr. Dineshbhai Madhabhai Suvagiya
4. Ms. Ilaben Pareshbhai Patel
5. Mr. Kalubhai Maganbhai Vekariya
6. Mr. Maheshbhai Sibabhai Gajera
7. Mr. Ketankumar Babulal Suvagiya
8. Mr. Babubhai Laljibhai Suvagiya
9. Mr. Rameshbhai Laljibhai Suvagiya
10 Mr. Shivlal Veljibhai Bhanderi

B. Natural Persons i.e, an immediate relative of the promoter (i.e any spouse of that person, or any
parent, brother, sister or child of the person or of the spouse);

1. Mr. Ashokbhai Sibabhai Gajera

Relationship With The

Name Of The Promoter Name Of The Relative
Promoter
Sibabhai Bhurabhai Gajera Father
Samjuben Shibabhai Gajera* Mother
Jasuben Ashokbhai Gajera Wife
Maheshbhai Sibabhai Gajera Brother
Mr. Ashokbhai Sibabhai Bharatbhai Sibabhai Gajera Brother
Gajera Dharshan Ashokbhai Gajera Son
Niraliben Ashokbhai Gajera Daughter

Makanbhai Narsinhbhai Sekhada Spouse’s Father

Jivatiben Makanbhai Sekhada Spouse’s Mother

Mansukhbhai Makanbhai Sekhada Spouse’s Brother

Rasikbhai Makanbhai Sekhada Spouse’s Brother

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2. Mr. Bharatbhai Sibabhai Gajera
Relationship With The
Name Of The Promoter Name Of The Relative
Promoter
Sibabhai Bhurabhai Gajera Father
Samjuben Shibabhai Gajera* Mother
Varshaben Bharatbhai Gajera Wife
Mr. Bharatbhai Sibabhai Ashokbhai Sibabhai Gajera Brother
Gajera Maheshbhai Sibabhai Gajera Brother
Ansh Bharatbhai Gajera** Son(Minor)
Jerambhai Narsinhbhai Thumar Spouse’s Father
Hansaben Jerambhai Thumar* Spouse’s Mother
Rohitbhai Jerambhai Thumar Spouse’s Brother

3. Mr. Dineshbhai Madhabhai Suvagiya

Relationship With The
Name Of The Promoter Name Of The Relative
Promoter
Late Madhabhai Laljibhai Suvagiya Father
Shobhanaben Madhabhai Suvagiya* Mother
Kiranben Dineshbhai Suvagiya Wife
Sumitaben Ramnikbhai Undhad* Sister
Ilaben Pareshbhai Patel Sister
Mr. Dineshbhai Madhabhai Harmin Dineshbhai Suvagiya* Son
Suvagiya Dixita Dineshbhai Suvagiya Daughter
Yashvi Dineshbhai Suvagiya* Daughter
Bhikhabhai Samjibhai Radadiya* Spouse’s Father
Late Raniben Bhikhabhai Radadiya Spouse’s Mother
Rekhaben Kiritbhai Thumar* Spouse’s Sister
Rakeshbhai Bhikhabhai Radadiya* Spouse’s Brother

4. Ms. Ilaben Pareshbhai Patel

Relationship With The
Name Of The Promoter Name Of The Relative
Promoter
Late Madhabhai Laljibhai Suvagiya Father
Shobhanaben Madhabhai Suvagiya* Mother
Pareshbhai Mavjibhai Patel Husband
Dineshbhai Madhabhai Suvagiya Brother
Sumitaben Ramnikbhai Undhad* Sister
Ms. Ilaben Pareshbhai Patel Darshan Pareshbhai Patel Son
Mavjibhai Kanjibhai Sorathiya* Spouse’s Father
Late Savitaben Mavjibhai Sorathiya* Spouse’s Mother
Hansaben Ashokbhai Sojitra Spouse’s Sister
Dakshaben Pravinbhai Ranpariya Spouse’s Sister

169
 Relationship With The
Name Of The Promoter Name Of The Relative
Promoter
Kamleshbhai Mavjibhai Sorathiya Spouse’s Brother

5. Mr. Kalubhai Maganbhai Vekariya

Relationship With The
Name Of The Promoter Name Of The Relative
Promoter
Maganbhai Thakarshibhai Vekariya* Father
Dudhiben Maganbhai Vekariya* Mother
Mr. Kalubhai Maganbhai Vilasben Kalubhai Vekariya Wife
Vekariya Raghubhai Maganbhai Vekariya Brother
Champaben Maheshbhai Bhut* Sister
Dhruv Kalubhai Vekariya* Son
Bansiben Nimeshbhai Nasit* Daughter
Vasantbhai Govindbhai Posiya* Spouse’s Father
Labhuben Vasantbhai Posiya* Spouse’s Mother
Rekhaben Bharatbhai Gajera* Spouse’s Sister
Sureshbhai Vasantbhai Posiya* Spouse’s Brother

6. Mr. Maheshbhai Sibabhai Gajera

Relationship With The
Name Of The Promoter Name Of The Relative
Promoter
Sibabhai Bhurabhai Gajera Father
Samjuben Shibabhai Gajera Mother
Varshaben Maheshbhai Gajera Wife
Ashokbhai Sibabhai Gajera Brother
Bharatbhai Sibabhai Gajera Brother
Abhi Maheshbhai Gajera Son
Rutu Maheshbhai Gajera** Daughter(Minor)
Mr. Maheshbhai Sibabhai Chhaganbhai Samjibhai Radadiya Spouse’s Father
Gajera Sardaben Chhaganbhai Radadiya Spouse’s Mother
Sejalben Sanjaykumar Butani Spouse’s Sister
Hareshbhai Chhaganbhai Radadiya Spouse’s Brother
Vipulbhai Chhaganbhai Radadiya Spouse’s Brother

7. Mr. Ketankumar Babulal Suvagiya

Relationship With The
Name Of The Promoter Name Of The Relative
Promoter
Babubhai Laljibhai Suvagiya Father
Shantaben Babubhai Suvagiya* Mother
Mr. Ketankumar Babulal Manishaben Ketanbhai Suvagiya Wife
Suvagiya Bhavesh Babubhai Suvagiya Brother
Manoj Babubhai Suvagiya Brother

170
 Relationship With The
Name Of The Promoter Name Of The Relative
Promoter
Henil Ketanbhai Suvagiya** Son(Minor)
Nancy Ketanbhai Suvagiya** Daughter(Minor)
Urmi Ketanbhai Suvagiya** Daughter(Minor)
Chandubhai R Vekariya Spouse’s Father
Prabhaben Chandubhai Vekariya* Spouse’s Mother
Rekhaben S Bambharoliya* Spouse’s Sister
Shailesh Chandubhai Vekariya Spouse’s Brother

8. Mr. Babubhai Laljibhai Suvagiya

Relationship With The
Name Of The Promoter Name Of The Relative
Promoter
Late Laljibhai c Suvagiya Father
Late Chothiben Laljibhai Suvagiya Mother
Shantaben Babubhai Suvagiya* Wife
Late Madhabhai Laljibhai Suvagiya Brother
Bupatbhai laljibhai Suvagiya Brother
Mr. Babubhai laljibhai Rameshbhai Laljibhai Suvagiya Brother
Suvagiya Jayaben Vajubhai Sakariya Sister
Parvatiben Mansukhbhai Dobariya Sister
Bhavesh Babubhai Suvagiya Son
Ketan Babubhai Suvagiya Son
Manoj Babubhai Suvagiya Son
Late Karshanbhai N Sakariya Spouse’s Father
Late Gangaben Karshanbhai Sakariya Spouse’s Mother
Anandbhai K Sakariya Spouse’s Brother

9. Mr. Rameshbhai Laljibhai Suvagiya

Relationship With The
Name Of The Promoter Name Of The Relative
Promoter
Laljibhai Chakubhai Suvagiya Father
Chothiben Laljibhai Suvagiya Mother
Jyotsanaben Rameshbhai Suvagiya Wife
Babubhai Laljibhai Suvagiya Brother
Bhupatbhai Laljibhai Suvagiya Brother
Late Madhabhai Laljibhai Suvagiya Brother
Jayaben Vajubhai Sakariya Sister
Mr. Rameshbhai Laljibhai Parvatiben Mansukhbhai Dobariya Sister
Suvagiya
Jaivikbhai Rameshbhai Suvagiya Son
Keyur Rameshbhai Suvagiya Son
Ambabhai Devrajbhai Raiyani* Spouse’s Father

171
 Relationship With The
Name Of The Promoter Name Of The Relative
Promoter
Santaben Ambabhai Raiyani* Spouse’s Mother
Nirmalaben Dineshbhai Sardhara Spouse’s Sister
Bhanuben Savjibhai Korat* Spouse’s Sister
Vinodbhai Ambabhai Raiyani Spouse’s Brother

10. Mr. Shivlal Veljibhai Bhanderi

Relationship With The
Name Of The Promoter Name Of The Relative
Promoter
Late Veljibhai Govindbhai Bhanderi Father
Late Santaben Veljibhai Bhanderi Mother
Rasilaben Shivlal Bhanderi Wife
[Link] Hareshbhai Baldha*
[Link] Shibabhai Gajera
[Link] Vinubhai Togadiya* Sisters
[Link] Dhirubhai Viradiya*
[Link] Kalabhai Thummar*
Mr. Shivlalbhai Chirag Shivlal Bhanderi Sons
Bhanderi Ankit Shivlal Bhanderi
Jadavbhai Chakubhai Dholariya* Spouse’s Father

Hemiben Jadavbhai Dholariya* Spouse’s Mother

Late Champaben Vajubhai Sutariya Spouse’s Sister

Pravinbhai Jadavbhai Dholariya Spouse’s Brother

Ashvinbhai jadavbhai Dholariya Spouse’s Brother

Note:
*Few persons mentioned in our promoter group do not hold PAN as they are farmers. Further, they do not have
any taxable income and Demat Account.
** Ansh Bharatbhai Gajera, Henil Ketanbhai Suvagiuya, Nancy Ketanbhai Suvagiya, Rutu Maheshbhai Gajera
and Urmi Ketanbhai Suvagiya are minors hence they do not hold PAN.

C. In case promoter is a body corporate: - Not Applicable

Nature of Relationship Entity

Subsidiary or holding company of Promoter Company. N.A

Any Body corporate in which promoter (Body Corporate) holds N.A

20% or more of the equity share capital or which holds 20% or
more of the equity share capital of the promoter (Body
Corporate).

172
D. In case promoter is an individual:

Nature of Relationship Entity and Relation

Any Body Corporate in which 20% or more of the equity share a. Vraj Hybrid seeds limited
capital is held by promoter or an immediate relative of the b. Nexus Nutri Science
promoter or a firm or HUF in which promoter or any one or Limited
more of his immediate relatives is a member. c. Krushikar Farmers
Producer Co. Ltd.
Any Body corporate in which Body Corporate as provided NIL
above holds 20% or more of the equity share capital.

Any Hindu Undivided Family or firm in which the aggregate a. Shree Khodiyar Oil Depo
share of the promoter and his immediate relatives is equal to or b. Khedut Nigam
more than twenty percent of the total capital.

E. All persons whose shareholding is aggregated under the heading "shareholding of the promoter
group": None of other persons form part of promoter group for the purpose of shareholding of the
promoter group under regulation 2(1)(pp)(v) of SEBI ICDR regulation ,2018.

173
 GROUP ENTITIES OF OUR COMPANY

In compliance with SEBI Guideline, “Group Companies/Entities” pursuant to the regulation 2(1)(t) of SEBI
(ICDR) Regulations, 2018, shall include companies (other than promoter(s) and subsidiary/subsidiaries)
with which there were related party transactions, during the period for which financial information is
disclosed, as covered under the applicable accounting standards and also other companies as are considered
material by the Board.

Based on the above, the following are our Group Entities (Companies which are no longer associated with
our Company have not been disclosed as Group Companies):

1. Vraj Hybrid seeds limited

Name of the Company Vraj Hybrid seeds limited

Category Unlisted Public Limited Company
Name of the Directors Maheshbhai Sibabhai Gajeera
Ashokbhai Gokalbhai Amipara
Pareshbhai Mavjibhai Patel
Brief Description and To carry on business to act as cultivators, farmers, stockist, graders,
nature of activity or consignor, packers, processors, producers, consultant, traders, middleman,
Business liasoner, exporters, importers, franchisers, C & F agent, collaborator, job
worker, manufacturers, representatives, factors, agent, representative,
dealers of all kind, classes, types, nature &description of agro seeds, like
cotton seeds, soyabeans, ground nuts, castors, linseeds ,sunflower, coconut,
rapeseed, almond, moong seed, urid seeds, cumin seeds, wheat seed,
Vegetable sesamum, mustard, sea seed, grape seed and all type, nature and
description of agro seeds, fertilizer and pesticides used in agriculture.
Date of Incorporation 21/08/2020
CIN U01100GJ2020PLC115703
PAN AAHCV5466D
GST 24AAHCV5466D1ZA
Company Registration 115703
No.
Registered Office Survey No. 460/2, Gangad Road, At Bhayla, Tal Bavla, Bhayla, Ahmedabad,
Address Bavla, Gujarat, India, 382220
Audited Financial Information (in Rs)
Particulars FY 2022-23 FY 20221-22 FY 2020-21
Total Revenue 2054.39 1474.01 328.07
Profit/(Loss) after tax 12.11 9.29 4.04

174
2. Nexus Nutri Science Limited

Name of the Company Nexus Nutri Science Limited

Category Unlisted Public Limited Company
Name of the Directors Manojkumar Babulal Suvagiya,
Chirag Shivlal Bhanderi,
Ashokbhai Shibabhai Gajera
Brief Description and Presently a company doing fertilizer-based production and marketing on
nature of activity or brand Nexus. We are producing and supplying Chemical fertilizers, organic
Business fertilisers, Bio fertilizers, Bio stimulant and PGR.
Date of Incorporation 13/03/2019
CIN U24304GJ2019PLC107049
PAN AAGCN4499R
GST 24AAGCN4499R1ZJ
Company Registration 107049
No.
Registered Office Godown No.2/c-d, Satnam Estate, Sanathal, Sanand, Ahmedabad, Gujarat,
Address India, 382210
Audited Financial Information (Rs ‘in Lakhs’)
Particulars FY 2022-23 FY 20221-22 FY 2020-21
Total Revenue 1302.91 796.77 441.79

Profit/(Loss) after tax 27.14 15.82 9.04

3. Krushikar Farmers Producer Co. Ltd.

Name of the Company Krushikar Farmers Producer Co. Ltd.
Category Unlisted Public Limited Company
Name of the Directors Kalubhai Maganbhai Vekariya
Shibabhai Gajera
Chirag Shivlal Bhanderi
Dineshbhai Madhabhai Suvagiya
Babubhai Suvagiya
Brief Description and To carry on the business of production, value addition, harvesting,
nature of activity or procurement, grading, pooling, handling, marketing, selling and export of
Business horticulture products, fruits, vegetable, spices, medicinal and aromatic
crops along with field crops and of other agricultural produce of the
members or import of goods or services for their benefits and procuring
agriculture inputs, processing including preserving, drying, packaging,
selling and marketing of produce of its members and to render technical
and consultancy services, training, research and development related
activities and to carry the business
of all needs, for agriculture, including all kind of seeds seedlings,
chemical/biological fertilizers, irrigation, systems, insecticides, pesticides,
fungicide, bio-controllers, energy, farm equipment, as producers, traders,
marketers, importers, exporters and related services.
Date of Incorporation 16/11/2020
CIN U01120GJ2020PTC118270
PAN AAICK4779P
GST 24AAICK4779P1ZP
Company Registration 118270

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 No.
Registered Office 904, Alap –B, 9th Floor, limda chowk, Opp. Shashtri maidan, Rajkot, Gujarat,
Address India, 360001
Audited Financial Information (Rs ‘in Lakhs’)
Particulars FY 2022-23 FY 20221-22 FY 2020-21
Total Revenue 511.24 1324.12 0
Profit/(Loss) after tax 4.56 3.32 -0.47

4. Shree Khodiyar Oil Depo.

Name of the Firm Shree Khodiyar Oil Depo.
Category Partnership Firm
Name of the Partner Vekariya Kalubhai Maganbhai
Vekariya Raghavbhai Maganbhai
Brief Description and Trading of Agricultural Seeds
nature of activity or
Business
Date of Incorporation 01/04/1998
PAN AACFK2607H
GST 24AACFK2607H1ZR
Registered Office Sardar Market Yard, Shopping Centre, 4-8B National Highway, Gondal,
Address Rajkot, Gujarat, 360311
Audited Financial Information (Rs ‘in Lakhs’)
Particulars FY 2022-23 FY 20221-22 FY 2020-21
Total Revenue 152.43 218.33 167.60
Profit/(Loss) after tax 0.29 0.27 0.28

5. Khedut Nigam
Name of the Firm Khedut Nigam
Category Partnership Firm
Name of the Partner Dinesh Madhabhai Suvagiya
Ketan Babubhai Suvagiya
Ramesh Laljibhai Suvagiya
Brief Description and Trading of Pesticides & Fertilizers, Agricultural & Vegetable seeds & Spray
nature of activity or Pumps.
Business
Date of Incorporation 28/07/2009
PAN AAJFK9370N
GST 24AAJFK9370N1ZP
Registered Office Opp. LIC Office, Kanakiya Plot, Jetpur, Rajkot, Gujarat, 360370
Address
Audited Financial Information (Rs ‘in Lakhs’)
Particulars FY 2022-23 FY 20221-22 FY 2020-21
Total Revenue 251.00 230.56 288.33
Profit/(Loss) after tax 0.28 0.28 0.30

176
 DIVIDEND POLICY

Under the Companies Act, 2013, our Company can pay dividends upon a recommendation by our Board of
Directors and approval by a majority of the shareholders at the General Meeting. The shareholders of our
Company have the right to decrease, not to increase the amount of dividend recommended by the Board of
Directors. The dividends may be paid out of profits of our Company in the year in which the dividend is
declared or out of the undistributed profits or reserves of previous fiscal years or out of both. The Articles of
Association of our Company also gives the discretion to our Board of Directors to declare and pay interim
dividends. The Company has no formal dividend policy. The dividends declared by our Company during
the last three Fiscal years have been presented below:

As on Year ended
Year ended Year ended
Particulars September 30, March
March 31, 2023 March 31, 2022
2023 31,2021
Face Value of Equity Share (per 10 10 10 10
share)
Dividend on Equity Shares(₹) - - - -
Interim Dividend on each Equity - - - -
Share (₹)
Dividend Rate for Equity Shares (%) - - - -

Our Company does not have any formal dividend policy for the Equity Shares. The declaration and
payment of dividend will be recommended by our Board of Directors and approved by the shareholders of
our Company at their discretion and will depend on a number of factors, including the results of operations,
earnings, capital requirements and surplus, general financial conditions, applicable Indian legal restrictions
and other factors considered relevant by our Board of Directors.

177
 SECTION VII ‐ FINANCIAL STATEMENTS

RESTATED FINANCIAL INFORMATIONS

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 OTHER FINANCIAL INFORMATION

RESTATED STATEMENT OF ACCOUNTING RATIOS

(₹.in Lakhs except no of shares)
As on For the year ended March 31,
Particulars
30.09.2023 2023 2022 2021
Restated PAT as per P & L Account 451.01 534.14 247.94 116.30
Actual Number of Equity Shares outstanding at the 70,00,000 70,00,000 800,000 500,000
end of the year
Equivalent Weighted Avg number of Equity Shares 70,00,000 31,45,205 26,11,781 25,00,000
at the end of the year
Share capital 700.00 700.00 80.00 50.00
Reserves & Surplus 1,183.90 732.89 398.75 150.81
Misc. expenses w/off - - - -
Net Worth 1883.90 1432.89 478.75 200.81
Earnings Per Share:
Basic 6.44 16.98 9.49 4.65
Basic & Diluted 6.44 16.98 9.49 4.65
Return on Net Worth (%) 23.94% 37.28% 51.79% 57.91%
Net Asset Value Per Share (Rs) – based on actual no. 26.91 20.47 59.84 40.16
of equity shares at the end of the year
Nominal Value per Equity share (₹) 10 10 10 10

Notes to Accounting Ratios:

1) The Ratios have been computed as follows:

Net Profit After Tax as restated

a) Basic Earnings Per Share (M) ------------------------------------------------------------------------------
Weighted Average Number of Equity Shares outstanding during
the year

Net Profit after Tax as restated

b) Return on Net worth (%) --------------------------------------------------------------------- * 100
Net Worth

Net Worth
c) Net Asset Value Per Equity Share (M) ---------------------------------------------------------------------
No. Of Equity shares outstanding at the end of the year

2) Weighted average number of Equity Shares is the number of Equity Shares outstanding at the beginning
of the year adjusted by the number of Equity Shares issued during year multiplied by the time weighting
factor. The time weighting factor is the number of days for which the specific shares are outstanding as a
proportion of total number of days during the year.

3) The Calculation of Earnings Per Share (EPS) as disclosed in the Profit and Loss Account has been made in
accordance with Accounting Standard (AS – 20) on Earnings Per Share issued by the Institute of Chartered
Accountants of India.

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4) As there is no dilutive capital in the company, Basic and Diluted EPS are similar.

5) The above Ratios have been computed on the basis of the Restated Financial Information for the
respective year.
The above statements should be read with the Notes to Restated Financial Statements.

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 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Our Company was originally formed and registered as a partnership firm under the Partnership Act, 1932
(“Partnership Act”) in the name of “M/s. VISHWAS AGRI SEEDS”, pursuant to a deed of partnership
dated December 1, 2009. Subsequently, the constitution of partnership firm were modified from time to
time, more particularly, modified on April 01 2011, April 01.2012 and December 01.2012 to recognise
admission of partners. Later on, “M/s. VISHWAS AGRI SEEDS” was converted from a partnership firm to
“VishwasAgri Seeds Private Limited” private limited company under IX of the Companies Act, 1956 via
Supplemental Deed of Partnership/Co-Parcenary executed on 14th day of February, 2013. Subsequently
company was issued certificate of Incorporation dated March 03 2013 by Register of Companies Gujarat,
Dadra and Nagar Havelli. The Corporate Identification Number of our Company is
U01112GJ2013PTC073827.

VishwasAgri Seeds Limited is in the business of processing high quality seeds and supplying to farmers via
there established distribution [Link] Company sells its seeds under the brand name "Vishwas". We
have built a trusted name in seeds market by providing uniform quality seeds to farmers.

In July 2023, Company started commercial operations of seed processing unit along with Warehouse & Cold
storage facility at Unit no. 3 New R.S No. 460, Village: Bhayla, Taluka: Bavla, District: Ahmedabad, Gujarat.

Our New seeds processing unit is equipped with optical sorting machine, they detect unwanted colours,
subtle discoloration, size and shape defects, and foreign materials. Further our seeds undergo seed
treatment process where seeds are processed by application of fungicide, insecticide, or a combination of
both, to seeds so as to disinfect them from seed-borne or soil-borne pathogenic organisms and storage
insects.

[Link] and [Link] are actively involved established modern

seeds processing unit which includes processing seeds with automated sorting machine, treating of seeds,
packing and storing of seeds.

Significant Developments after March 31, 2023 that may affect our Future Results of Operations.

The Directors confirm that there have been no events or circumstances since the date of the last Financial
Statements as disclosed in the Draft Prospectus which materially or adversely affect or is likely to affect the
Profitability of our Company or the value of our assets, or our ability to pay liabilities within next twelve
Months.

209
 STANDALONE RESULTS OF OUR OPERATIONS
(₹in lakhs)

Six Months Ended on For the year ended March 31,

Particulars % of Total % of Total % of Total % of Total
30.09.2023 2023 2022 2021
Income Income Income Income
INCOME:
Revenue from Operations 4,246.03 99.97 6,530.73 99.98 6,485.58 100.00 5,382.41 100.00
Other Income 1.46 0.03 1.46 0.02 0.22 0.00 0.25
Total income 4,247.49 100.00 6,532.19 100.00 6,485.80 100.00 5,382.66 100.00
EXPENDITURE:
Cost of materials consumed 3,311.40 77.96 4,874.70 74.63 4,824.23 74.38 4,650.37 86.40
Changes in inventories (232.69) (5.48) (114.00) (1.75) 251.4 3.88 (385.65) (7.16)
147.68 3.48 312.81 4.79 180.27 2.78 308.47 5.73
Employee Benefit Expenses

Finance Costs 90.32 2.13 76.91 1.18 103.77 1.60 63.88 1.19
Depreciation and Amortisation Expenses 15.03 0.35 10.14 0.16 12.13 0.19 9.23 0.17
Other Expenses 311.26 7.33 4,874.70 10.07 782.58 12.07 575.21 10.69
Total expenses 3,642.99 85.77 5,818.38 89.07 6,154.38 94.89 5,221.51 97.01
Net Profit / (Loss) before Tax and extra-ordinary 604.5 14.23 713.8 10.93 331.42 5.11 161.15 604.5
items
Exceptional Items - - - - - - - -
Net Profit / (Loss) before Tax 604.5 14.23 713.8 10.93 331.42 5.11 161.15 604.5
Less: Tax Expense
Current tax 145.28 3.42 182.48 2.79 85.29 1.32 45.95 0.85
Deferred tax 8.21 0.19 (2.82) (0.04) (1.82) (0.03) (1.09) (0.02)
MAT credit (entitlement) / utilized - - - - - - - -
Total Tax Expense 153.49 3.61 179.66 2.75 83.47 1.29 44.86 0.83
451.01 10.62 534.14 8.18 247.94 3.82 116.3 2.16
Net Profit / ( Loss ) after tax

210
Main Components of our Profit and Loss Account

Income

Revenue from Operations

Our Revenue from Operations are from sale of high-quality seeds and supplying to farmers via established
distribution network, which as a percentage of total income were 99.97 % for the Six months ended
September 30, 2023 and 99.98%, 100.00% and 100.00% respectively, fiscal years 2023, 2022 and 2021.

Other Income

Our other income comprises of Interest income and Miscellaneous income. Other income, as a percentage of
total income were 0.03%for the Six months ended September 30, 2023 and 0.02%, 0.00% and 0.00%
respectively, fiscal years 2023, 2022 and 2021.

Expenditure

Our total expenditure primarily consists of Costs of materials consumed, Changes in Inventories, Employee
Benefit Expenses, Finance Cost, Depreciation &Amortisation Expenses and Other Expenses.

Cost of Materials Consumed

Cost of material consumed mainly consist of expenses mainly related to purchase and consumption of Raw
Materials for processing to produce finish goods.

Changes in Inventories

Changes in Inventories primarily consist of changes in Finished goods.

Employee Benefit Expenses

Expenses in relation to employee’s remuneration and benefits include salary & wages, director's
remuneration and staff welfare expenses.

Finance Costs

Finance Cost primarily consists of Interest cost & Bank charges.

Depreciation and Amortization Expenses

Depreciation and Amortization Expenses primarily consist of depreciation on the fixed assets of our
Company which primarily includes Plant & Machinery, Building, Furniture and Fixtures, Office Equipment,
Air Conditioner, Electrical Installations and equipment, Motor Vehicles and Computers etc.

Other Expenses

Other expenses primarily include, Electric Power, Fuel & Water Expense,Job work Contract Charges,
Packing Expense Rate Difference (Credit Note), Freight and Forwarding Charges, Legal and Professional
Fees, Travelling and Conveyance, Insurance etc.

211
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.

Fiscal 2023 compared with Fiscal 2022

Revenue from Operations

In Fiscal 2023, Revenue from Operations had increased by ₹45.15 lakhs or 0.70%, from ₹6,485.58 lakhs in
Fiscal 2022 to ₹6,530.73 lakhs in Fiscal 2023. Our Revenues in F.Y. 2022-23 is consistent with that of F.Y.2021-
22 as we were in process of shifting the seeds processing unit from Rajkot to Ahmedabad.

Other income

In Fiscal 2023, Other Income had increased by ₹1.24 lakhs or 563.64 %, from ₹0.22 lakhs in Fiscal 2022 to
₹1.46 lakhs in Fiscal 2023. The major increase was due to increase in Interest income.

Cost of Materials Consumed

The cost of materials consumed in Fiscal 2023 was ₹4,874.70 lakhs or 1.05%, an increase of ₹50.47 lakhs as
Compared to the previous year’s consumption of ₹4824.23 lakhs in Fiscal 2022. The increase was due to the
Increase in cost of raw materials.

Employee Benefit Expenses

Our staff cost had increased by ₹132.54 lakhs or 73.52%, from ₹180.27 lakhs in Fiscal 2022 to ₹312.81 lakhs in
Fiscal 2023. This increase was mainly due to recruitment of new employees and increase in the salaries.

Finance Cost

Finance cost during the year had decreased by ₹26.86lakhs or 25.88% from ₹103.77 lakhs in Fiscal 2022 to
₹76.91 lakhs in Fiscal 2023 due to capitalization of interest expense to qualifying assets as per AS-
16“Borrowing Cost”.

Depreciation and Amortization Expenses

Depreciation expenses had decreased by ₹1.99 lakhs from ₹12.13 lakhs in Fiscal 2022 to ₹10.14 lakhs in Fiscal
2023. This decrease was on account of WDV method of Depreciation adopted by the company as per AS-10
“Property Plant & Equipment”.

Other Expenses

Other expenses had decreased by ₹124.75 lakhs or 15.94% from ₹782.58 lakhs in Fiscal 2022 to ₹657.83 lakhs
in Fiscal 2023. The decrease was due to the decrease in Warehousing Rent Expense, Advertisement &
Business Promotion Expenses, Packing material Expense, Freight(Transportation) Expense and other
expenses.

212
Profit before Tax

Due to decrease in our costs, our Profit before tax had increased by ₹382.38 lakhs or 115.38% from ₹331.42
lakhs in Fiscal 2022 to ₹713.80 lakhs in Fiscal 2023.

Profit after Tax

After accounting for taxes at applicable rates, our Profit after Tax had increased by ₹286.20 lakhs or 115.43%,
from ₹247.94 lakhs in Fiscal 2022 to ₹534.14 lakhs in Fiscal 2023.

Fiscal 2022 compared with Fiscal 2021

Revenue from Operations

In fiscal 2022, Revenue from Operations had increased by ₹1103.17 lakhs or 20.50 %, from ₹5382.41 lakhs in
Fiscal 2021 to ₹6485.58 lakhs in Fiscal 2022. The increase in the Fiscal 2022 was due to increase in business
activities.

Other income

In Fiscal 2022, Other Income had decreased by ₹0.03 lakhs or 12.00 %, from ₹0.25 lakhs in Fiscal 2021 to
₹0.03 lakhs in Fiscal 2022. The decrease was due to the decrease in Interest income & Miscellaneous Income.

Cost of Materials Consumed

The cost of materials consumed in Fiscal 2022 was ₹4,824.20 lakhs or 3.74 %, an increase of ₹173.86 lakhs as
Compared to the previous year’s consumption of ₹4650.37 lakhs in Fiscal 2022. The increase was due to the
Increase in Revenue from Operations.

Employee Benefit Expenses

Our staff cost had decreased by ₹128.20 lakhs or 41.56 %, from ₹308.47 lakhs in Fiscal 2021 to ₹180.27 lakhs
in Fiscal 2022. This increase was mainly due to the decrease in the labour cost in FY 2021-22.

Finance Cost

Finance cost during the year had increased by ₹39.89 or 62.45 % from ₹63.88 lakhs in Fiscal 2021 to ₹103.77
lakhs in Fiscal 2022 due to increase in Borrowings & Interest charges.

Depreciation and Amortization Expenses

Depreciation expenses had increased by ₹ 2.90 lakhs from ₹9.23 lakhs in Fiscal 2021 to ₹12.13 lakhs in Fiscal
[Link] increase is due to purchase of new fixed assets.

Other Expenses

Other expenses had increased by ₹207.37 lakhs or 36.05% from ₹575.21 lakhs in Fiscal 2021 to ₹782.58 lakhs
in Fiscal 2022. The increase is due to the decrease in Rent including lease rent, General & Admin Expense
and Goods & Service Tax Paid for FY 2021-22.

213
Profit before Tax

Due to decrease in employee benefits expense, our Profit before tax had increased by ₹170.27 lakhs or
105.66% from ₹161.15 lakhs in Fiscal 2021 to ₹331.42 lakhs in Fiscal 2022.

Profit after Tax

After accounting for taxes at applicable rates, our Profit after Tax had increased by ₹131.64 lakhs or 113.19%,
from ₹116.30 lakhs in Fiscal 2021to ₹247.94 lakhs in Fiscal 2022.

Standalone Cash Flows

(₹in lakhs)
Four months
For the year ended March 31,
Particulars Ended on
30.09.2023 2023 2022 2021
Net Cash from Operating Activities 472.62 609.83 78.70 19.55
Net Cash from Investing Activities (691.33) (1,075.25) (415.48) (26.72)
Net Cash used in Financing Activities 206.03 479.56 338.30 8.59
Net Increase / (Decrease) in Cash and (12.68) 14.14 1.51 1.42
Cash equivalents

Cash Flows from Operating Activities

Net cash from operating activities in fiscal year 2023 was ₹609.83 lakhs as compared to the PBT of ₹713.80
lakhs for the same period. This difference is primarily on account of changes in trade receivables, trade
payables, Short-term provisions, Inventories, Other Current Liabilities and Short-Term Loans & Advances.

Net cash from operating activities in fiscal year 2022 was ₹78.70 lakhs as compared to the PBT of ₹331.42
lakhs for the same period. This difference is primarily on account of changes in trade receivables, trade
payables, Interest Expenses, Inventories & Other Current Liabilities.

Net cash from operating activities in fiscal year 2021 was ₹19.55 lakhs as compared to the PBT of ₹161.15
lakhs for the same period. This difference is primarily on account of changes in trade receivables, trade
payables, Interest Expenses.

Cash Flows from Investment Activities

In fiscal year 2023, the net cash invested in Investing Activities was ₹1075.25 lakhs. This was on account of
purchase of purchase of fixed assets, capital work-in-progress, Interest Income & Non-Current Assets.

In fiscal year 2022, the net cash invested in Investing Activities was ₹415.48 lakhs. This was on account of
purchase of fixed assets.

In fiscal year 2021, the net cash invested in Investing Activities was ₹26.72 lakhs. This was on account of
purchase of fixed assets.

Cash Flows from Financing Activities

Net cash from financing activities in fiscal year 2023 was ₹479.56 lakhs. This was on account of Proceeds
from long term / short term borrowings, proceeds from issue of new shares & Payment of interest.

214
Net cash from financing activities in fiscal year 2022 was ₹338.30 lakhs. This was on account of Proceeds
from long term / short term borrowings, proceeds from issue of new shares & Payment of interest.

Net cash from financing activities in fiscal year 2021 was negative ₹8.59 lakhs. This was on account of
Payment of interest & Proceeds from long term / short term borrowings.

OTHER MATTERS

• Unusual or infrequent events or transactions

Except as described in this Draft Prospectus, during the periods 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

Other than as described in the Section titled “Financial Information” and chapter titled “Management’s
Discussion and Analysis of Financial Conditions and Results of Operations”, beginning on page nos. 209 of
this Draft Prospectus respectively, to our knowledge, there are no significant economic changes that
materially affected or are likely to affect income from continuing Operations.

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

Other than as described in the chapter titled “Risk Factors” and “Management’s Discussion and Analysis of
Financial Conditions and Result of Operations”, beginning on page nos. 21 and 209 of this Draft Prospectus
respectively to our knowledge there are no known trends or uncertainties that have or had or are expected
to have a material adverse impact on revenues or income of our company from continuing operations.

• Future relationship between Costs and Income

Other than as described in the chapter titled “Risk Factors” beginning on page no 21 of this Draft
Prospectus, to our knowledge there are no factors, which will affect the future relationship between costs
and income or which are expected to have a material adverse impact on our operations and finances.

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

Increases in revenues are by and large linked to increases in introduction of new projects and volume of
business activity carried out by the Company.

• Status of any publicly announced new products or business segments

Please refer to the chapter titled “Our Business” beginning on page no. 115 of this Draft Prospectus.

• The extent to which the business is seasonal.

Our business is not seasonal in nature

215
• The following table illustrates the concentration of our revenues among our top ten customers and
suppliers (expenses & goods) on a standalone basis.

FY 2022-23 FY 2021-22 FY 2020-21

% of Total
Particulars Amount (₹) % of Total % of Total
Revenue Amount (₹) Amount (₹)
Revenue Revenue

Top 10 Customers
Vraj Hybrid Seeds 4,67,48,257 7.16% 6,90,98,283 10.65% 1,76,56,025 3.28%
Limited
ShubhamAgri Seeds 83,10,066 1.27% - 0.00% 28,05,004 0.52%
Krushidham Enterprise 25,10,440 0.38% 95,38,340 1.47% 48,72,650 0.91%
Astha Enterprise 6,14,50,013 9.41% 2,40,62,273 3.71% - 0.00%
Gujarat Agro Seeds 1,01,06,325 1.55% 1,15,21,625 1.78% 2,27,11,160 4.22%
Vardhaman Agro 93,14,235 1.43% 62,51,385 0.96% 54,17,140 1.01%
Center
Tushar Agro Chemicals 6,04,010 0.09% - 0.00% - 0.00%
Shreeji Agro Agency 97,37,420 1.49% 1,29,67,280 2.00% 1,47,72,735 2.74%
Chandramauli 73,34,525 1.12% 51,50,090 0.79% 35,70,800 0.66%
Corporation
Bhoomi Industries 66,40,000 1.02% 1,38,50,000 2.14% 4,80,08,940 8.92%

FY 2022-23 FY 2021-22 FY 2020-21

Particulars Amount (₹)
Amount (₹) Amount (₹)

Top 10 Suppliers
Krushikar Farmers Producer Company 4,79,41,308 13,11,67,553 -
Limited
Vraj Hybrid Seeds Ltd 1,78,85,426 1,14,31,009 20,300
Shuba Ganga Seeds 98,06,001 84,14,081 62,11,043
JyotsnabenHitendrabhai Joshi 93,49,630 91,65,149 54,62,140
BanasBeej Nigam 90,20,700 88,50,000 1,23,38,400
BalramAgri Seed 84,60,052 33,01,155 49,36,480
Antila Seeds [Link] 81,79,380 - -
KhetiVikas Kendra 78,53,065 85,70,313 16,58,540
Upaj Seeds Farm 77,61,323 1,10,64,756 99,51,073
Siddhivinayak Agro Agency 58,18,100 - -

216
 CAPITALIZATION STATEMENT

RESTATED STATEMENT OF CAPITALIZATION

(₹.in lakhs)
Pre-Issue
(as at
Particular Post Issue
September30,
2023)
Borrowing
Long Term Debt* 1,231.04 [●]
Short Term Debt 1,631.83 [●]
Total Debts (A) 2,862.88 [●]

Equity (Shareholder’s funds)

Equity Share capital 700.00 [●]
Reserve and Surplus, as restated 1,183.90 [●]
Total Equity (B) 1,883.90 [●]

Long Term Debt / Equity Shareholder’s funds 0.65 [●]

Total Debts / Equity Shareholder’s funds 1.52 [●]
* Includes Current maturities of long-term borrowings.

Note:
The above has been computed on the basis of Restated Financials of the Company.

217
FINANCIAL INDEBTEDNESS

218
219
 SECTION VIII – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

Except as stated in this section, there are no:

A. outstanding (i) criminal proceedings; (ii) actions by statutory or regulatory authorities; (iii) claims
relating to direct and indirect taxes; or (iv) Material Litigation (as defined below); involving our
Company, Directors and Promoters. Our Board, in its meeting held on December 14, 2023 has inter-alia
adopted the materiality policy for purposes of disclosure of litigations in the Draft Prospectus and has
determined that outstanding legal proceedings involving the Company, Directors and Promoters
where the aggregate amount involved, in such individual litigation exceeds Rs. 1,00,000/- will be
considered as material litigation (“Material Litigation”).

As per the materiality policy adopted by the Board of our Company in its meeting held on December
14, 2023 creditors of our Company to whom an amount in excess of Rs. 1,00,000/- as per the last audited
financial statements was outstanding, were considered ‘material’ creditors. Details of outstanding dues
to creditors (including micro and small enterprises as defined under the Micro, Small and Medium
Enterprises Development Act, 2006) as required under the SEBI Regulations have been disclosed on our
website at [Link] .

Our Company, Directors and Promoters have not been declared as wilful defaulters by the RBI or any
government authority and there have been no violations of securities laws in the past or pending
against them.

LITIGATION INVOLVING OUR COMPANY

CONTINGENT LIABILITIES OF OUR COMPANY (Other than Tax)

NIL

LITIGATION / PROCEEDINGS AGAINST OUR COMPANY

Criminal matters
NIL

Litigation / Proceedings Involving Actions by Statutory / Regulatory Authorities

NIL

Litigation involving Tax Liabilities

Direct Tax Liabilities

Assessment Year Section Amount Particulars

NIL

Indirect Taxes Liabilities

NIL

220
Other Pending Litigations
NIL

CASES FILED BY OUR COMPANY

Litigation Involving Criminal matters

Provision of Law Forum Amount Concerned Particulars of Proceedings

NIL

Litigation Involving Actions by Statutory/Regulatory Authorities

Provision of Law Forum Amount Concerned Particulars of Proceedings

NIL

Litigation involving Tax Liabilities

Direct Tax Liabilities

NIL

Indirect Tax Liabilities

NIL

Other Pending Litigations

Provision of Law Forum Amount Concerned Particulars of Proceedings

NIL

221
LITIGATION INVOLVING OUR DIRECTORS AND PROMOTERS OF THE COMPANY

LITIGATION AGAINST OUR DIRECTORS

Criminal matters
NIL

Litigation / Proceedings Involving Actions by Statutory/Regulatory Authorities

NIL

Litigation involving Tax Liabilities

Direct Tax Liabilities

NIL

Indirect Taxes Liabilities

NIL

Other Pending Litigations

NIL

LITIGATION FILED BY OUR DIRECTORS

Litigation Involving Criminal matters

NIL

Litigation Involving Actions by Statutory/Regulatory Authorities

NIL

Litigation involving Tax Liabilities

Direct Tax Liabilities

NIL

Indirect Taxes Liabilities

NIL

Other Pending Litigations

NIL

There are no litigations or legal actions, pending or taken, by any Ministry or Department of the
Government or a statutory authority against our Promoters since incorporation of the Company.

There are no litigations or legal actions, pending or taken, by any Ministry or Department of the
Government or a statutory authority against our Promoters since incorporation of the Company.

Pending proceedings initiated against our Company for economic offences.

There are no pending proceedings initiated against our Company for economic offences.

222
Inquiries, investigations etc. instituted under the Companies Act, 2013 or any previous companies
enactment against our Company.

There are no inquiries, investigations etc. instituted under the Companies Act or any previous
companies enactment since incorporation against our Company.

Material Fraud against our Company since incorporation

There has been no material fraud committed against our Company since incorporation.

Fines imposed or compounding of offences for default

There are no fines imposed or compounding of offences done immediately preceding the year of the
Draft Prospectus for the Company for default or outstanding defaults.

Non-Payment of Statutory Dues

There have been no defaults or outstanding defaults in the payment of statutory dues payable by the
Company as of the date of the last audited financial statements of the Company except in respect of
income tax liabilities, in respect of which proceedings are pending, as disclosed hereinabove.

OUTSTANDINGS DUE TO MICRO, SMALL AND MEDIUM ENTERPRISES OR ANY OTHER

CREDITORS:

In accordance with our Company’s materiality policy dated December 14, 2023, below are the details of
the Creditors where there are outstanding amounts as on September 30, 2023:
(₹ In Lakhs)
Particulars Balance as on September 30, 2023
Total Outstanding dues to Micro, Small and Medium NIL
Enterprises
Total Outstanding dues to Creditors other than Micro and Small 2378.89
& Medium Enterprises
Total 2378.89

Material developments occurring after last balance sheet date

Except as mentioned under the chapter - “Management Discussion and Analysis of Financial Condition
and Result of Operation” on page no.209 of this Draft Prospectus, there have been no material
developments, since the date of the last audited balance sheet.

223
 GOVERNMENT AND OTHER KEY APPROVALS

Our Company has received the necessary licenses, permissions and approvals from the Central and State
Governments and other government agencies/regulatory authorities/certification bodies required to undertake the
Issue or continue our business activities. In view of the approvals listed below, we can undertake the Issue and our
current/ proposed business activities and no further major approvals from any governmental/regulatory authority
or any other entity are required to be undertaken, in respect of the Issue or to continue our business activities. It
must, however, be distinctly understood that in granting the above approvals, the Government of India and other
authorities do not take any responsibility for the financial soundness of the Company or for the correctness of any
of the statements or any commitments made or opinions expressed in this behalf.

The main objects clause of the Memorandum of Association of the Company and the other objects clause, enable
our Company to carry out its activities.

I. APPROVALS FOR THE ISSUE

1. The Board of Directors have, pursuant to Section 62(1)(c) and other applicable provisions
of the Companies Act, 2013, by a resolution passed at its meeting held on December 14,
2023 authorized the Issue, subject to the approval of the shareholders and such other
authorities as may be necessary.

2. The shareholders of our Company have, pursuant to Section 62(1) (c) of the Companies
Act, 2013, by special resolution passed in the extra ordinary general meeting held on
December 20, 2023 authorized the Issue.

3. Approval dated [●] from the NSE for listing of the Equity Shares issued by our Company
pursuant to the Issue.

4. Our Company's International Securities Identification Number (“ISIN”) is INE0S2E01016.

II. APPROVALS PERTAINING TO INCORPORATION, NAME AND CONSTITUTION OF

OUR COMPANY

1. Certificate of Incorporation, dated March 2, 2013 issued by the Registrar of Companies,

Ahmedabad, in the name of “VISHWAS AGRI SEEDS PRIVATE LIMITED”.

2. Fresh Certificate of Incorporation Consequent upon Conversion from Private Company to

Public Company dated July 17th, 2023 issued to our Company by the Registrar of
Companies, Ahmedabad consequent upon change of name of our Company from
“VISHWAS AGRI SEEDS PRIVATE LIMITED” to “VISHWAS AGRI SEEDS LIMITED”.

3. The Corporate Identity Number of the Company is U01112GJ2013PLC073827.

224
TAX RELATED APPROVALS

Sr. Description Registration/ Issuing Authority Date of

No. Approval/ Certificate Expiry
Number
1. Permanent Account Number AAECV3599E Income Tax Valid until
(PAN) Department, cancelled
Government of
India
2. Tax Deduction Account RKTV02807A Income Tax Valid until
Number (TAN) Department, cancelled
Government of
India
3. Goods and Service Tax Act, 24AAECV3599E1Z5 Government of Valid Until
2017 India Cancelled

LIST OF APPROVALS/ LICENSES/ PERMISSIONS IN RELATION TO OUR BUSINESS

No Nature of Registration/ Applicabl Issuing Date of Date of

. Registration/ License No. e Laws Authority issue Expiry
License
Approvals/ Licences received
1 Factory License 52282 Factories Directorate 7/11/2023 31/12/2027
act,1948 Industrial
Safety &
Health/Gujarat
state
License to carry 11137-184 Seeds Commissionera 27/01/2021 26/01/2024
on business of a (Control) te of
2 Order, Agriculture,
dealer in seeds
1983 Rajasthan
in the state of
Jaipur
Rajasthan

3 License to carry RSR190004416/451 Seeds Deputy 01/06/2016 30/09/2024

on business of a (Control) director of
dealer in seeds Order, Agriculture
in Rajkot 1983 (Extn.)Rajkot

4 License to carry AHM/FSR23000283 Seeds Deputy 28/11/2023 27/11/2028

on the business 9/2023-2024 (Control) director of
of a dealer in Order, Agriculture
seeds in 1983 (Extn.)
ahmedabad Ahmedabad
5 License to carry 1893 Seeds Deputy 28/09/2021 27/09/2026
on the business (Control) director of
of a dealer in Order, Agriculture
seeds in 1983 (Extn.) Indore

225
No Nature of Registration/ Applicabl Issuing Date of Date of
. Registration/ License No. e Laws Authority issue Expiry
License
Approvals/ Licences received
Madhya
Pradesh
6 Importer‐ AAECV3599E Ministry of Directorate 22/01/2019 Valid
Exporter Code commerce General of Until
& industry Foreign Trade Cancelled
(Government
Of India)
7 LEI Registration U01112GJ2013PTC0 Companies 2022-06-18 2028-06-18
73827 Register
(Ministry of
Corporate
Affairs)
India
8 State co. F. No. 123/31199- Directorate 20/04/2023 31/03/2024
marketing 239/2023 of
permission Agriculture
(Gujarat state )
Approvals/ Licences Applied for renewal but not yet received
9 Food Safety and 10021021000683 License Central 25-11-2021 20-04-2022
Standards under Licensing
Authority of Food Authority
India (FSSAI)* Safety and under FSSA,
Standards 2006
Act, 2006

*We have applied for renewal of Food Safety and Standards Authority of India (FSSAI). Licence.

Registrations related to Labour Laws:

Sr. Description Address Of Authority Registration Date Of Date Of

No. Place Of Number/ Issue Expiry
Business / License No.
Premises
1. Udyam 909,9th Floor Ministry Of UDYAM-GJ-20- 26/02/2021 Valid
Registration Opp. Shastri Micro, Small 0021150 Until
Certificate Maidan , Limda And Medium cancelled
Chowk,
Enterprises
Gujarat,Rajkot -
(Government
360001 *
Of India)

*We are yet to apply for change in name from private to public in Udyam Registration Certificate.
We are yet to apply for change in address from Rajkot to Near Toll Tax, S. No. 460, Gangad
Road,Bhayla, Bhayla, Ahmedabad, Bavla, Gujarat, India. - 382220 in Udyam Registration Certificate.

226
INTELLECTUAL PROPERTY RIGHTS RELATED APPROVALS

Date of Trademark
Sr. No. Logo/Name Valid Upto Class Status
Application No.

Valid until
1. 19/06/2013 2551149 31 Registered
cancellation

227
 SECTION IX- OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue

Our Board of Directors have vide resolution dated December 14, 2023 authorized the Issue, subject to
the approval by the shareholders of our Company under Section 62(1)(C) of the Companies Act, 2013.

The shareholders have authorized the Issue, by passing a Special Resolution at the Annual General
Meeting held on December 20, 2023 in accordance with the provisions of Section 62(1)(C) of the
Companies Act, 2013.

The Company has obtained approval from NSE vide letter dated [●] to use the name of NSE in this
Issue Document for listing of equity shares on the NSE EMERGE platform of the NSE. NSE is the
designated stock exchange.

Prohibition by SEBI or Other Governmental Authorities

We confirm that our Company, Directors, Promoters, Promoter Group, person in control of our
Company, are not prohibited from accessing or operating in the capital markets or debarred from
buying, selling or dealing in securities under any order or direction passed by the SEBI or any
securities market regulator in any other jurisdiction or any other authority / court as on the date of
this Draft Prospectus.

Neither our Promoters, nor any of our Directors or persons in control of our Company were or is a
promoter, director or person in control of any other company which is debarred from accessing the
capital market under any order or directions made by the SEBI or any other governmental authorities
as on the date of this Draft Prospectus.

Further, there has been no violation of any securities law committed by any of them in the past and
no such proceedings are currently pending against any of them.

Further, none of our Promoters or Directors are declared as fugitive economic offenders under
Fugitive Economic Offenders Act, 2018.

Prohibition by RBI

Neither our Company nor any of our Promoters or Directors or the Selling Shareholders has been
declared as wilful defaulter(s) by the RBI or any other governmental authority.

Compliance with the Companies (Significant Beneficial Ownership) Rules, 2018

Our Company, its Promoters and the Selling Shareholders are in compliance with the Companies
(Significant Beneficial Ownership) Rules, 2018 (“SBO Rules”), to the extent applicable, as on the date
of the Draft Prospectus.

Association with Securities Market

None of our Directors are, in any manner, associated with the securities market and there has been no
action initiated by SEBI against the Directors of our Company in the five years preceding the date of
this Draft Prospectus.

228
Eligibility for the Issue

(A) Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulation; and this Issue is
an “Initial Public Issue” in terms of the SEBI (ICDR) Regulations.

(B) Further, our Company confirms that it is not ineligible to make the Issue in terms of Regulation
228 of the SEBI ICDR Regulations, to the extent applicable. The details of our compliance with
Regulation 228 of the SEBI ICDR Regulations are as follows:

i. Neither our Company nor our Promoters, members of our Promoter Group or our
Directors are debarred from accessing the capital markets by the SEBI.

ii. None of our Promoters or Directors is Promoters or Directors of companies which are
debarred from accessing the capital markets by the SEBI.

iii. Neither our Company nor our Promoters or Directors is a wilful defaulter.

iv. None of our Promoters or Directors is a fugitive economic offender.

(C) This Issue is being made in terms of Regulation 229(1) of Chapter IX of the SEBI (ICDR)
Regulations, 2018, as amended from time to time, whereby, an issuer whose post Issue face value
capital does not exceed ten Crores rupees, shall issue shares to the public and propose to list the
same on the Small and Medium Enterprise Exchange (" EMERGE Exchange", in this case being
the SME Platform of NSE).

(D) In accordance with regulation 260 of the SEBI (ICDR) Regulations, this Issue will be 100%
underwritten and shall not restrict to the minimum subscription level. The LM shall underwrite
at least 15% of the total issue size.

(E) In accordance with Regulation 268(1) of the SEBI (ICDR) Regulations, we shall ensure that the
total number of proposed allottees in the Issue is greater than or equal to fifty, otherwise, the
entire application money will be refunded forthwith. If such money is not repaid within eight
days from the date our company becomes liable to repay it, then our company and every officer
in default shall, on and from expiry of eight days, be liable to repay such application money,
with interest as prescribed under section 40 of the Companies Act, 2013.

(F) In accordance with Regulation 246 of the SEBI (ICDR) Regulations, we have filed draft offer
document with SEBI as well as stock exchange (s). However, Board shall not issue any
observation pursuant to Regulation 246(2) of the SEBI (ICDR) Regulations.

(G) In accordance with Regulation 261 of the SEBI ICDR Regulations, we have entered into an
agreement with the Lead Manager and Market Maker to ensure compulsory market making for
the minimum period of three years from the date of listing of equity shares offered in this issue.
For further details of the As per Regulation 229 (3) of the SEBI ICDR Regulations, our Company
satisfies track record and/or other eligibility conditions of EMERGE platform of the NSE in
accordance with the Restated Standalone Financial Statements, prepared in accordance with the
Companies Act and restated in accordance with the SEBI ICDR Regulations as below:

229
 The Net worth and Cash accruals (Earnings before depreciation and tax) from operation of the
Company as per the Standalone Restated Financial statements for the Seven Months ended
September 30, 2023 & for the year ended March 31, 2023 is as set forth below:
(₹ In lakhs)
Particulars For the Six Months Ended For the financial year
September 30, 2023 ended March 31, 2023
Net Worth* 1883.90 1432.90
Cash Accruals** 619.53 723.94
Net Tangible Assets 8071.95 5351.89
*Net Worth has been defined as the aggregate of the paid-up share capital, share application
money (excluding the portion included in other current liabilities) and reserves and surplus
excluding miscellaneous expenditure, if any.)

**Cash accruals has been defined as the Earnings before depreciation and tax.

10. The track record of the Company as per the Restated financial statements for the Six Months
ended September, 2023 and financial year ended March 31, 2023, 2022 and 2021 is as set forth
below:
(₹ In lakhs)
Particulars Months Ended For the financial year ended 31st March
September 30, 2023 2023 2022 2021
Profit After Tax 451.01 534.14 247.94 116.30

1) Our Company has not been referred to the Board for Industrial and Financial Reconstruction
(BIFR).

2) There is no winding up petition against the company, which has been admitted by a Court of
competent jurisdiction or a liquidator has not been appointed.

3) There has been no change in the Promoters of the Company in the preceding one year from
date of filing application to NSE for listing on SME segment.

4) Our company has entered into an agreement with both the depositories in order to facilitate
mandatory trading of securities in demat form.

5) No material regulatory or disciplinary action has been taken by any stock exchange or
regulatory authority in the past three years against the Company.

6) We have a website: [Link]

(H) As per Regulation 230 (1) of the SEBI ICDR Regulations, our Company has ensured that:

• The Draft Prospectus has been filed with NSE and our Company has made an application to
NSE for listing of its Equity Shares on the EMERGE platform of the NSE. NSE is the
Designated Stock Exchange.

• Our Company has entered into an agreement dated November 28, 2023 with NSDL and
agreement dated December 15, 2023 with CDSL for dematerialization of its Equity Shares
already issued and proposed to be issued.

230
 • The entire pre-Issue capital of our Company has shares fully paid-up Equity Shares and the
Equity Shares proposed to be issued pursuant to this IPO will be fully paid-up.

• The entire Equity Shares held by the Promoters are in dematerialized form.

The entire fund requirements are to be financed from the Net Issue Proceeds, and there is no
requirement to make firm arrangements of finance under Regulation 230(1)(e) of the SEBI Regulations
through verifiable means towards at least 75% of the stated means of finance, excluding the amounts
to be raised through the Issue. For details, please refer the chapter “Objects of the Issue” on page no. 84
of this Draft Prospectus

Our Company confirms that it will ensure compliance with the conditions specified in Regulation 230
(2) of the SEBI ICDR Regulations, to the extent applicable.

We further confirm that we shall be complying with all other requirements as laid down for such
offer under Chapter IX of SEBI (ICDR) Regulations, as amended from time to time and subsequent
circulars and guidelines issued by SEBI and the Stock Exchange.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF DRAFT PROSPECTUS TO

SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE
DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI.
SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS
OF ANY SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE
OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN
THE OFFER DOCUMENT. THE LEAD MERCHANT BANKER ISK ADVISORS PRIVATE
LIMITED, HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THE OFFER DOCUMENT
ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH SEBI (ISSUE OF CAPITAL
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 IN FORCE FOR THE TIME
BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED
DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL
RELEVANT INFORMATION IN THIS DRAFT PROSPECTUS, THE LEAD MERCHANT
BANKER ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY
DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS
PURPOSE, THE LEAD MERCHANT BANKER, ISK ADVISORS PRIVATE LIMITED HAVE
FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED [●] IN THE FORMAT
PRESCRIBED UNDER SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE BOARD OF
INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018

THE FILING OF THIS DRAFT PROSPECTUS DOES NOT, HOWEVER, ABSOLVE OUR
COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY AND OTHER CLEARANCES AS MAY
BE REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES
THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH THE LEAD MANAGER ANY
IRREGULARITIES OR LAPSES IN THIS DRAFT PROSPECTUS.

231
Note:

All legal requirements pertaining to the Issue will be complied with at the time of registration of the
Draft Prospectus with the ROC in terms of section 26 and 30 of the Companies Act, 2013.

Disclaimer from our Company and the Lead Manager

Our Company, the Directors and the Lead Manager accept no responsibility for statements made
otherwise than those contained in this Draft Prospectus or, in case of the Company, in any
advertisements or any other material issued by or at our Company’s instance and anyone placing
reliance on any other source of information would be doing so at his or her own risk.

Disclaimer in respect of Jurisdiction

This Issue is being made in India to persons resident in India including Indian nationals resident in
India (who are not minors, except through their legal guardian), Hindu Undivided Families (HUFs),
companies, corporate bodies and societies registered under the applicable laws in India and
authorized to invest in shares, Mutual Funds, Indian financial institutions, commercial banks,
regional rural banks, co-operative banks (subject to RBI permission), Trusts registered under the
Societies Registration Act, 1860, as amended from time to time, or any other trust law and who are
authorised under their constitution to hold and invest in shares, permitted insurance companies and
pension funds and to non-residents including NRIs and FIIs. The Draft Prospectus does not, however,
constitute an offer to sell or an invitation to subscribe to Equity Shares offered hereby in any other
jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.
Any person into whose possession the Draft Prospectus comes is required to inform himself or herself
about, and to observe, any such restrictions. Any dispute arising out of this issue will be subject to the
jurisdiction of appropriate court(s) in Ahmedabad only.

No action has been or will be taken to permit a public offering in any jurisdiction where action would
be required for that purpose. Accordingly, the Equity Shares represented thereby may not be offered
or sold, directly or indirectly, and the Draft Prospectus may not be distributed, in any jurisdiction,
except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery
of the Draft Prospectus nor any sale hereunder shall, under any circumstances, create any implication
that there has been any change in the affairs of our Company since the date hereof or that the
information contained herein is correct as of any time subsequent to this date.

Disclaimer Clause under Rule 144A of the U.S. Securities Act

The Equity Shares have not been and will not be registered under the U.S. Securities Act 1933, as
amended (the “Securities Act”) or any state securities laws in the United States and may not be
offered or sold within the United States or to, or for the account or benefit of, “U.S. persons” (as
defined in Regulation S of the Securities Act), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity
Shares will be offered and sold (i) in the United States only to “qualified institutional buyers”, as
defined in Rule 144A of the Securities Act, and (ii) outside the United States in offshore transactions in
reliance on Regulation S under the Securities Act and in compliance with the applicable laws of the
jurisdiction where those offers and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Applicants may not be made by
persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

232
Disclaimer Clause of the NSE

"NSE Limited ("NSE") has vide its letter dated [●] given permission to “VISHWAS AGRI SEEDS
LIMITED” to use its name in the Offer Document as the Stock Exchange on whose Small and Medium
Enterprises Platform (“EMERGE platform”) the Company’s securities are proposed to be listed. NSE
has scrutinized this offer document for its limited internal purpose of deciding on the matter of
granting the aforesaid permission to the Company. NSE does not in any manner:

i. warrant, certify or endorse the correctness or completeness of any of the contents of this offer
document; or

ii. warrant that this Company’s securities will be listed on completion of Initial Public Offering or will
continue to be listed on NSE; or

iii. take any responsibility for the financial or other soundness of this Company, its promoters, its
management or any scheme or project of this Company;

iv. warrant, certify or endorse the validity, correctness or reasonableness of the price at which the
equity shares are offered by the Company and investors are informed to take the decision to invest in
the equity shares of the Company only after making their own independent enquiries, investigation
and analysis. The price at which the equity shares are offered by the Company is determined by the
Company in consultation with the Merchant Banker (s) to the issue and the Exchange has no role to
play in the same and it should not for any reason be deemed or construed that the contents of this
offer document have been cleared or approved by NSE. Every person who desires to apply for or
otherwise acquire any securities of this Company may do so pursuant to independent inquiry,
investigation and analysis and shall not have any claim against NSE whatsoever by reason of any loss
which may be suffered by such person consequent to or in connection with such
subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for
any other reason whatsoever.

v. be liable for any direct, indirect, consequential or other losses or damages including loss of profits
incurred by any investor or any third party that may arise from any reliance on this offer document or
for the reliability, accuracy, completeness, truthfulness or timeliness thereof.

vi. The Company has chosen the EMERGE platform on its own initiative and at its own risk, and is
responsible for complying with all local laws, rules, regulations, and other statutory or regulatory
requirements stipulated by NSE/other regulatory authority. Any use of the EMERGE platform and
the related services are subject to Indian laws and Courts exclusively situated in Mumbai”.

Listing

Application have been made to EMERGE Platform of NSE for obtaining permission for listing of the
Equity Shares being offered and sold in the issue on its EMERGE Platform after the allotment in the
Issue. NSE is the Designated Stock Exchange, with which the Basis of Allotment will be finalized for
the Issue.

If the permission to deal in and for an official quotation of the Equity Shares on the EMERGE
Platform is not granted by NSE, our Company shall forthwith repay, without interest, all moneys
received from the applicants in pursuance of the Draft prospectus. The allotment letters shall be
issued or application money shall be refunded / unblocked within fifteen days from the closure of the

233
Issue or such lesser time as may be specified by Securities and Exchange Board or else the application
money shall be refunded to the applicants forthwith, failing which interest shall be due to be paid to
the applicants at the rate of fifteen per cent per annum for the delayed period as prescribed under
Companies Act, 2013, the SEBI (ICDR) Regulations and other applicable law.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at the EMERGE Platform of NSE mentioned above are taken within 3
Working Days of the Issue Closing Date.

The Company has obtained approval from NSE vide letter dated [●] to use the name of NSE in this
Offer document for listing of equity shares on EMERGE Platform of NSE.

Consents

Consents in writing of: (a) the Directors, the Chief Financial Officer, Company Secretary &
Compliance Officer and the Statutory Auditor; and (b) the Lead Manager, Registrar to the Issue, the
Legal Advisor to the Issue, Banker to the Company, Banker to the Issue*, Market Maker and
Underwriters to act in their respective capacities, have been obtained and shall be filed along with a
copy of the Draft Prospectus with the RoC, as required under Section 26 of the Companies Act, 2013
and such consents shall not be withdrawn up to the time of delivery of the Draft Prospectus for
registration with the RoC.

*The aforesaid will be appointed prior to filing of the Draft Prospectus with RoC and their consents as above
would be obtained prior to the filing of the Draft Prospectus with RoC.

In accordance with the Companies Act, 2013 and the SEBI (ICDR) Regulations, M/S. S V J K AND
ASSOCIATES , Chartered Accountants has provided their written consent to the inclusion of their
reports dated December 31,2023 on Restated Financial Statements and to the inclusion of their reports
dated December 31,2023 on Statement of Tax Benefits, which may be available to the Company and
its shareholders, included in this Draft Prospectus in the form and context in which they appear
therein and such consents and reports have not been withdrawn up to the time of filing of this Draft
Prospectus.

Expert Opinion

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received written consent from the Statutory Auditor December 31,2023 Chartered
Accountants has to include their name as required under Section 26(1)(a)(v) of the Companies Act,
2013 in this Draft Prospectus and as “Expert” as defined under section 2(38) of the Companies Act,
2013 in respect of the reports on the Statement of Tax Benefits dated December 31, 2023 and on the
Restated Financial Statements dated December 31, 2023 and issued by them, included in this Draft
Prospectus and such consent has not been withdrawn as on the date of this Draft Prospectus.

However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S.
Securities Act.

234
CAPITAL ISSUE DURING THE LAST FIVE YEARS

Previous Public and Rights Issues

We have not made any rights and public issues in the past, and we are an “Unlisted Company” in
terms of the SEBI (ICDR) Regulations and this Issue is an “Initial Public Offering” in terms of the SEBI
(ICDR) Regulations.

Previous Issues of Equity Shares otherwise than for Cash

Except as stated in the chapter titled “Capital Structure” beginning on page no. 62 of this Draft
Prospectus, we have not issued any Equity Shares for consideration other than for cash.

Commission and Brokerage Paid on Previous Issues of our Equity Shares

Since this is an Initial Public Offer of the Company, no sum has been paid or has been payable as
commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any
of the Equity Shares since inception of the Company.

Capital Issues in the last three (3) years by Listed Group Companies / Subsidiaries / Associates

None of our Group Companies / Associates that are listed on any Stock Exchange has made any
Capital Issue in the last three (3) years.

We do not have any subsidiary as on date of this Draft Prospectus

PERFORMANCE VIS-À-VIS OBJECTS

Issuer Company

Our Company has not made any public issue (including any rights issue to the public) since its
incorporation.

Listed Subsidiaries / Promoters

None of our Subsidiaries / Promoters is listed on any Stock Exchange and not made any rights and
public issues in the past five (5) years.

OUTSTANDING DEBENTURES, BONDS, REDEEMABLE PREFERENCE SHARES AND OTHER

INSTRUMENTS ISSUED BY THE COMPANY

The Company has no outstanding debentures or bonds. The Company has not issued any redeemable
preference shares or other instruments in the past.

235
 Price Information of past issues handled by the Lead Manager

TABLE 1:

Sr. Issuer Name Issue Issue Listing Closing Closin +/- % +/- % +/- %
No. Size Price Date Price on g Price change in change in change in
(In (Rs.) Listing On the closing closing closing
Cr.) Date (In Date price, [+/- price, [+/- price, [+/-
₹) of % change % change % change
Prospe in closing in closing in closing
ctus benchma benchmar benchmar
rk k]- 30th k k]- 90th k k]- 180th
calendar calendar calendar
days days from days from
from listing listing
listing
1 Advait 6.89 51 Septembe 51.55 282.50 + 0.98% +2.65% +1.96%
Infratech r (+5.10%) (+23.67%) (+29.03%)
Limited 28, 2020
2 Maruti 11.00 55 February 71.90 146.55 +7.27% +33.36% (- +171.73%
Interior 16, 2022 (-0.22%) 6.34%) (+2.53%)
Products
Limited
3 Technopack 7.865 55 Nov 16, 77.70 83.01 +79.45% +96.36% +63.36%
Polymers 2022 (-1.03%) (-1.53%) (+0.58%)
Limited
4 Sealmatic 56.24 225 March 1, 236.25 356.55 -9.49% +37.58% + 164.62%
India 2023 (-0.70%) (+5.98%) (+9.40%)
Limited
5. Magson 13.74 65 July 6, 95.70 141.70 +30.85% +36.08% 35.71%,
retail and 2023 (+0.10%) (-0.31%) (11.12%)
distribution
limited

Note

1. The respective Designated Stock Exchange for each Issue has been considered as the Benchmark
index for each of the above Issues.

2. In the event any day falls on a holiday, the price/index of the immediately preceding working
day has been considered. If the stock was not traded on the said calendar days from the date of
listing, the share price is taken of the immediately preceding trading day.

236
 Summary Statement of Disclosure

FY Tota Total No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at No. of IPOs
l No. amoun discount- 30th calendar premium- 30th discount- 180th calendar trading at
of t of days from listing calendar days from listing premium- 180th
IPO’ funds days from listing calendar
s raised days from listing
(Rs. In Ove Betwee Les Ove Betwee Les Over Ove Betwee Les Ove Les
Lakhs) r n 25- s r n 25- s 50% r n 25- s r s
50% tha tha
50% 50% tha 50% 50% 50% tha 50%
n n
n 25 n 25
25% % 25% %
2020 1 688.50 - - - - - 1 688.50 - - - 1 -
-
2021
2021 1 1100.00 - - - 1 - 1 1100.0 - - - 1 -
- 0
2022
2022 2 6410.60 - - - 1 - 2 6410.6 - - - 1 -
- 0
2023
2023 1 1374.00 - - - 1 - 1 1374.0 - - - 1 -
- 0
2024

*upto date of this Draft prospectus

Track record of past issues handled by the Lead Manager

For details regarding the track record of the ISK Advisors Private Limited, as specified under Circular
reference CIR/MIRSD/1/2012 dated January 10, 2012 issued by the SEBI, please refer to the website of
ISK Advisors Private Limited at [Link]

DISPOSAL OF INVESTOR GRIEVANCES

Mechanism for Redressal of Investor Grievances

The agreement between the Registrar to the Issue and our Company provides for retention of records
with the Registrar to the Issue for a period of at least three years from the last date of dispatch of the
letters of allotment and demat credit to enable the investors to approach the Registrar to the Issue for
redressal of their grievances.

The Company has appointed Bigshare Services Private Limited as the Registrar to the Issue, to handle
the investor grievances in co-ordination with the Compliance Officer of the Company. All grievances
relating to the present Issue may be addressed to the Registrar with a copy to the Compliance Officer,
giving full details such as name, address of the applicant, number of Equity Shares applied for,
amount paid on application and name of bank and branch. The Company would monitor the work of
the Registrar to ensure that the investor grievances are settled expeditiously and satisfactorily.

The Registrar to the Issue will handle investor’s grievances pertaining to the Issue. A fortnightly
status report of the complaints received and redressed by them would be forwarded to the Company.
The Company would also be co-coordinating with the Registrar to the Issue in attending to the
grievances to the investor.

237
All grievances relating to the ASBA process may be addressed to the SCSBs, giving full details such as
name, address of the applicant, number of Equity Shares applied for, amount paid on application and
the Designated Branch of the SCSB where the Application Form was submitted by the ASBA
Applicant. We estimate that the average time required by us or the Registrar to the Issue or the SCSBs
for the redressal of routine investor grievances will be seven business days from the date of receipt of
the complaint. In case of non-routine complaints and complaints where external agencies are
involved, we will seek to redress these complaints as expeditiously as possible.

The Company shall obtain authentication on the SCORES and comply with the SEBI circular
(CIR/OIAE/1/2013) dated April 17, 2013 in relation to redressal of investor grievances through
SCORES

Our Board by a resolution on December 14, 2023 constituted a Stakeholders Relationship Committee.
The composition of the Stakeholders Relationship Committee is as follows:

Name of the Member Nature of Directorship Designation in Committee

Mrs. Dinkal Rahul Pansuriya Chairman Independent Director
Mr. Sanjay Harsukhbhai Kachhadiya Member Independent Director
Mr. Bharatbhai Shibabhai Gajera Member Non-Executive Director
For further details, please see the chapter titled “Our Management” beginning on page no. 148 of this
Draft Prospectus.
Our Company has also appointed Ms. Karina Dipak Chandwani, as the Compliance Officer for the
Issue and he may be contacted at the Registered Office of our Company

VISHWAS AGRI SEEDS LIMITED

Address: Near Toll Tax, S. No. 460, Gangad Road, Bhayla,
Bhayla, Ahmedabad, Bavla,
Gujarat, India. - 382220
Tel No: +91 6535709174
Email: cs@[Link]
Website: [Link]

Investors can contact the Compliance Officer or the Registrar to the Issue or the Lead Manager in case
of any pre Issue or post Issue related problems, such as non-receipt of letters of Allotment, credit of
Allotted Equity Shares in the respective beneficiary accounts and refund orders.

Status of Investor Complaints

We confirm that we have not received any investor compliant during the three years preceding the
date of this Draft Prospectus and hence there are no pending investor complaints as on the date of
this Draft Prospectus.

DISPOSAL OF INVESTOR GRIEVANCES BY LISTED COMPANIES UNDER THE SAME

MANAGEMENT

As on the date of This Draft Prospectus, we do not have any listed Group Companies.

238
 SECTION X – ISSUE RELATED INFORMATION

TERMS OF THE ISSUE

The Equity Shares being issued are subject to the provisions of the Companies Act, SEBI (ICDR) Regulations,
SEBI Listing Regulations, SCRA, SCRR, our Memorandum and Articles of Association, the terms of this Draft
Prospectus, the Draft Prospectus, the Application Form, the Revision Form, the Confirmation of Allocation
Note and other terms and conditions as may be incorporated in the allotment advices and other
documents/certificates that may be executed in respect of this Issue. The Equity Shares shall also be subject to
laws as applicable, guidelines, notifications and regulations relating to the issue of capital and listing and
trading of securities issued from time to time by SEBI, the Government of India, the Stock Exchanges, the RBI,
ROC and/or other authorities, as in force on the date of the Issue and to the extent applicable or such other
conditions as may be prescribed by SEBI, RBI, the Government of India, the Stock Exchanges, the ROC and/or
any other authorities while granting its approval for the Issue.

Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015
and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, all the investors applying in a
public issue shall use only Application Supported by Blocked Amount (ASBA) process for application providing
details of the bank account which will be blocked by the Self Certified Syndicate Banks (SCSBs) for the same.
Further, SEBI through its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read
with its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, circular (SEBI/HO/CFD/DIL2/CIR/P/2019/85)
dated July 26, 2019 and circular (SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019, the
circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 and any subsequent circulars issued
by SEBI in this regard, SEBI has introduced an alternate payment mechanism using Unified Payments
Interface (UPI) and consequent reduction in timelines for listing in a phased manner. From January 1, 2019,
the UPI Mechanism for RIIs applying through Designated Intermediaries was made effective along with the
existing process and existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective till June 30,
2019. With effect from July 1,
2019, with respect to Application by retail individual investors through Designated Intermediaries (other than
SCSBs), the existing process of physical movement of forms from such Designated Intermediaries to SCSBs for
blocking of funds has been discontinued and only the UPI Mechanism for such Applicants with existing
timeline of T+6 days will continue for a period of three months or launch of five main board public issues,
whichever is later (“UPI Phase II”). Subsequently, the final reduced timeline will be made effective using the
UPI Mechanism for applications by retail individual investors (“UPI Phase III”), as may be prescribed by SEBI.

Further vide the said circular Registrar to the Issue and Depository Participants have been also authorized to
collect the Application forms. Investor may visit the official website of the concerned for any information on
operationalization of this facility of form collection by the Registrar to the Issue and Depository Participants as
and when the same is made available.

Authority for the Present Issue

This Issue has been authorized by a resolution of our Board passed at their meeting held on
December 14, subject to the approval of shareholders through a special resolution to be passed
pursuant to Section 62 (1) (c) of the Companies Act, 2013. The shareholders have authorized the Issue
by a special resolution in accordance with Section 62 (1) (c) of the Companies Act, 2013 passed at the
EGM of our Company held on 20 December, 2023.

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Ranking of Equity Shares

The Equity Shares being issued shall be subject to the provisions of the Companies Act, our
Memorandum and Articles of Association, SEBI ICDR Regulations, SCRA and shall rank pari-passu
in all respects including dividend with the existing Equity Shares including in respect of the rights to
receive dividends and other corporate benefits, if any, declared by us after the date of Allotment.

For further details, please see the section titled "Main Provisions of the Articles of Association” beginning
on page no. 288 of this Draft Prospectus.

Mode of Payment of Dividend

Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions
of the Companies Act, the Memorandum and Articles of Association and provisions of the SEBI
Listing Regulations and any other guidelines or directions which may be issued by the Government
in this regard. Dividends, if any, declared by our Company after the date of Allotment (pursuant to
the transfer of Equity Shares from the Offer for Sale), will be payable to the Applicants who have been
Allotted Equity Shares in the Issue, for the entire year, in accordance with applicable laws. For further
details, in relation to dividends, see “Dividend Policy” and “Main Provisions of the Articles of
Association” beginning on page nos. 177 and 288 of this Draft Prospectus.

Face Value and Issue Price

The Equity Shares having a face value of ₹ 10 each are being issued in terms of this Draft Prospectus
at the price of ₹ [●] (including a Share premium of ₹ [● ] per Equity Share) per Equity Share. The Issue
Price is determined by our Company in consultation with the Lead Managers and is justified under
the chapter titled "Basis for Issue Price" beginning on page no.95 of this Draft Prospectus. At any given
point of time there shall be only one denomination of the Equity Shares of our Company, subject to
applicable laws.

Compliance with SEBI (ICDR) Regulations, 2018

Our Company shall comply with all requirements of the SEBI (ICDR) Regulations, 2018. Our
Company shall comply with all disclosure and accounting norms as specified by SEBI from time to
time.

Compliance with Disclosure and Accounting Norms

Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time
to time.

Rights of the Equity Shareholders

Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the equity
shareholders shall have the following rights:

✓ Right to receive dividend, if declared;

✓ Right to receive Annual Reports and notices to members;
✓ Right to attend general meetings and exercise voting rights, unless prohibited by law;
✓ Right to vote on a poll either in person or by proxy and e-voting, in accordance with the
provisions of the Companies Act;

240
✓ Right to receive offer for rights shares and be allotted bonus shares, if announced;
✓ Right to receive surplus on liquidation, subject to any statutory and preferential claim being
satisfied;
✓ Right of free transferability of the Equity Shares, subject to applicable laws including any RBI
rules and regulations; and
✓ Such other rights, as may be available to a shareholder of a listed Public Limited Company under
the Companies Act, terms of the listing agreements with the Stock Exchange and the
Memorandum and Articles of Association of our Company.

For a detailed description of the main provision of the Articles of Association of our Company
relating to voting rights, dividend, forfeiture and lien and / or consolidation / splitting, etc., please see
the section titled "Main Provisions of Articles of Association" beginning on page no. 288 of this Draft
Prospectus.

Allotment only in Dematerialised Form

In terms of Section 29 of Companies Act, 2013, the Equity Shares shall be allotted only in
dematerialised form. As per the SEBI Regulations, the trading of the Equity Shares shall only be in
dematerialised form. In this context, two agreements have been signed among our Company, the
respective Depositories and the Registrar and Share Transfer Agent to the Issue:

1) Tripartite agreement dated November 28, 2023 between our Company, NSDL and the Registrar
and Share Transfer Agent to the Issue.

2) Tripartite agreement dated December 15, 2023 between our Company, CDSL and the Registrar
and Share Transfer Agent to the Issue.

Market Lot and Trading Lot

Trading of the Equity Shares will happen in the minimum contract size of [●] Equity Shares in terms of
the SEBI circular No. CIR/MRD/DSA/06/2012 dated February 21, 2012 and the same may be modified
by NSE EMERGE (SME platform of NSE) from time to time by giving prior notice to investors at
large. Allocation and allotment of Equity Shares through this Issue will be done in multiples of [●]
Equity Share subject to a minimum allotment of [●] Equity Shares to the successful Applicants.

Minimum Number of Allottees

The minimum number of allottees in this Issue shall be 50 shareholders. In case the minimum number
of prospective allottees is less than 50, no allotment will be made pursuant to this Issue and the
monies collected shall be unblocked/refunded within 3 Working days of closure of issue.

Jurisdiction

Exclusive jurisdiction for the purpose of this Issue is with the competent courts / authorities in
Mumbai, Maharashtra.

The Equity Shares have not been and will not be registered under the U.S Securities Act, 1933 or any
state securities laws in the United States, and may not be offered or sold within the United States,
except pursuant to an exemption from or in a transaction not subject to, registration requirements of
the Securities Act. Accordingly, the Equity Shares are only being offered or sold outside the United

241
States in compliance with Regulations under the Securities Act and the applicable laws of the
jurisdictions where those offers and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and applications may not be made by
persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Joint Holders

Where two or more persons are registered as the holders of any Equity Shares, they will be deemed to
hold such Equity Shares as joint-holders with benefits of survivorship.

Nomination Facility to Investor

In accordance with Section 72 of the Companies Act, 2013 and the rules made thereunder, the sole or
first applicant, along with other joint applicant, may nominate any one person in whom, in the event
of the death of sole applicant or in case of joint applicant, death of all the applicants, as the case may
be, the Equity Shares allotted, if any, shall vest. A person, being a nominee, entitled to the Equity
Shares by reason of the death of the original holder(s), shall in accordance with Section 72 (3) of the
Companies Act, 2013, be entitled to the same advantages to which he or she would be entitled if he or
she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s)
may make a nomination to appoint, in accordance to Section 72 (4) of the Companies Act, 2013, any
person to become entitled to Equity Share(s) in the event of his or her death during the minority. A
nomination shall stand rescinded upon a sale of equity share(s) by the person nominating. A buyer
will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made
only on the prescribed form available on request at the Registered Office of our Company or to the
Registrar and Transfer Agents of our Company.

In accordance with Articles of Association of the Company, any Person who becomes a nominee by
virtue of Section 72 of the Companies Act, 2013, shall upon the production of such evidence as may be
required by the Board, elect either:

✓ to register himself or herself as the holder of the Equity Shares; or

✓ to make such transfer of the Equity Shares, as the deceased holder could have made

Further, the Board may at any time give notice requiring any nominee to choose either to be
registered himself or herself or to transfer the Equity Shares, and if the notice is not complied with
within a period of ninety days, the Board may thereafter withhold payment of all dividends, bonuses
or other moneys payable in respect of the Equity Shares, until the requirements of the notice have
been complied with.

In case the allotment of Equity Shares is in dematerialized form, there is no need to make a
separate nomination with us. Nominations registered with the respective depository participant of
the applicant would prevail. If the investors require changing the nomination, they are requested to
inform their respective depository participant.

Withdrawal of the Issue

Our Company in consultation with the Lead Managers, reserves the right not to proceed with the
Issue at any time after the Issue Opening Date but before the Board meeting for Allotment. In such an

242
event our Company would issue a public notice in the newspapers, in which the pre-issue
advertisements were published, within two days of the issue Closing Date or such other time as may
be prescribed by SEBI, providing reasons for not proceeding with the Issue. The Lead Managers,
through the Registrar to the Issue, shall notify the SCSBs to unblock the bank accounts of the ASBA
Applicants within one day of receipt of such notification. Our Company shall also promptly inform
the Stock Exchange on which the Equity Shares were proposed to be listed. Notwithstanding the
foregoing, the Issue is also subject to obtaining the final listing and trading approvals of the Stock
Exchange, which our Company shall apply for after Allotment. If our Company withdraws the Issue
after the Issue Closing Date and thereafter determines that it will proceed with an IPO, our Company
shall be required to file a fresh Draft Prospectus.

ISSUE PROGRAMME

An indicative timetable in respect of the Issue is set out below:

Event Indicative Date

Issue Opening Date [●]
Issue Closing Date [●]
Finalisation of Basis of Allotment with the Designated Stock [●]
Exchange
Initiation of Allotment / Refunds / Unblocking of Funds from [●]
ASBA Account or UPI Id Linked Bank Account
Credit of Equity Shares to demat accounts of Allottees [●]
Commencement of trading of the Equity Shares on the Stock [●]
Exchange

Application Forms and any revisions to the same will be accepted only between 10.00 a.m. to 5.00
p.m. (IST) during the Issue Period (except for the Issue Closing Date). On the Issue Closing Date, the
Application Forms will be accepted only between 10.00 a.m. to 3.00 p.m. (IST) for retail and non-retail
Applicants. The time for applying for Retail Individual Applicants on Issue Closing Date maybe
extended in consultation with the LM, RTA and NSE EMERGE taking into account the total number
of applications received up to the closure of timings.

Due to the limitation of time available for uploading the Application Forms on the Issue Closing Date,
Applicants are advised to submit their applications one (1) day prior to the Issue Closing Date and, in
any case, not later than 3.00 p.m. (IST) on the Issue Closing Date. Any time mentioned in this Draft
Prospectus is IST.

Applicants are cautioned that, in the event a large number of Application Forms are received on the
Issue Closing Date, as is typically experienced in public issues, some Application Forms may not get
uploaded due to the lack of sufficient time. Such Application Forms that cannot be uploaded will not
be considered for allocation under this Issue. Applications will be accepted only on Working Days,
i.e., Monday to Friday (excluding any public holidays). Neither our Company nor the LM is liable for
any failure in uploading the Application Forms due to faults in any software/hardware system or
otherwise.

In accordance with SEBI (ICDR) Regulations, QIBs and Non-Institutional Applicants are not allowed
to withdraw or lower the size of their Application (in terms of the quantity of the Equity Shares or the
Application amount) at any stage. Retail Individual Applicants can revise or withdraw their
Application Forms prior to the Issue Closing Date. Allocation to Retail Individual Applicants, in this

243
Issue will be on a proportionate basis. In case of discrepancy in the data entered in the electronic book
vis-à-vis the data contained in the physical Application Form, for a particular Applicant, the details as
per the file received from Stock may be taken as the final data for the purpose of Allotment. In case
of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or
electronic Application Form, for a particular ASBA Applicant, the Registrar to the Issue shall ask the
relevant SCSBs / RTAs / DPs / stock brokers, as the case may be, for the rectified data.

*In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked
through the UPI Mechanism) for cancelled/ withdrawn/ deleted ASBA Forms, the Applicant shall be
compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Application Amount,
whichever is higher from the date on which the request for cancellation/ withdrawal/ deletion is
placed in the Stock Exchanges Applying platform until the date on which the amounts are unblocked
(ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI
Mechanism), the Applicant shall be compensated at a uniform rate ₹ 100 per day or 15% per annum
of the total cumulative blocked amount except the original application amount, whichever is higher
from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any
blocking of amounts more than the Application Amount, the Applicant shall be compensated at a
uniform rate of ₹ 100 per day or 15% per annum of the difference in amount, whichever is higher
from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any
delay in unblocking of non-allotted/ partially allotted Application, exceeding four Working Days
from the Issue
Closing Date, the Applicant shall be compensated at a uniform rate of ₹ 100 per day or 15% per
annum of the Application Amount, whichever is higher for the entire duration of delay exceeding
four Working Days from the Issue Closing Date by the SCSB responsible for causing such delay in
unblocking. The post Issue LM shall be liable for compensating the Applicant at a uniform rate of ₹
100 per day or 15% per annum of the Application Amount, whichever is higher from the date of
receipt of the Investor grievance until the date on which the blocked amounts are unblocked. For the
avoidance of doubt, the provisions of the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M
dated March 16, 2021, as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570
dated June 2, 2021 shall be deemed to be incorporated in the deemed agreement of the Company with
the SCSBs to the extent applicable

Minimum Subscription

The requirement for 90% minimum subscription is not applicable to Issues under chapter IX of the
SEBI ICDR Regulations.

In accordance with Regulation 260 (1) of the SEBI ICDR Regulations, our Issue shall be hundred
percent underwritten. Thus, the underwriting obligations shall be for the entire hundred percent of
the Issue through the Draft Prospectus and shall not be restricted to the minimum subscription level.
Further, in accordance with Regulation 267 (2) of the SEBI ICDR Regulations, our Company shall
ensure that the minimum application size shall not be less than ₹ 1,00,000 (Rupees One Lac) per
application.

As per Section 39 of the Companies Act, 2013, if the minimum stated amount has not been subscribed
and the sum payable on application is not received within a period of 30 days from the date of the
Draft Prospectus, the application money has to be returned within such period as may be prescribed.
If our Company does not receive the 100% subscription of the issue through the issue including
devolvement of Underwriter, if any, our Company shall forthwith refund the entire subscription
amount received. If there is a delay beyond eight (8) working days after our Company becomes liable
to pay the amount, our Company and every officer in default will, on and from the expiry of this

244
period, be jointly and severally liable to repay the money, with interest or other penalty as prescribed
under the SEBI ICDR Regulations, the Companies Act 2013 and applicable law.

Arrangements for Disposal of Odd Lots

The trading of the Equity Shares will happen in the minimum contract size of [●] shares. However,
the Market Maker shall buy the entire shareholding of a shareholder in one lot, where value of such
shareholding is less than the minimum contract size allowed for trading on the SME EMERGE
Platform of NSE Limited.

Restrictions, if any, on transfer and transmission of shares or debentures and on their

consolidation or splitting

Except for the lock-in of the pre-Issue capital of our Company, Promoter’ Contribution and the public
lock-in as provided in “Capital Structure” beginning on page no. 62 of this Draft Prospectus and except
as provided in our Articles of Association there are no restrictions on transfer of Equity Shares.
Further, there are no restrictions on the transmission of shares/debentures and on their
consolidation/splitting, except as provided in the Articles of Association. For details, see “Main
Provisions of the Articles of Association” beginning on page no. 288 of this Draft Prospectus.

New Financial Instruments

As on the date of this Draft Prospectus, there are no outstanding warrants, new financial instruments
or any rights, which would entitle the shareholders of our Company, including our Promoter, to
acquire or receive any Equity Shares after the Issue.

Allotment of Securities in Dematerialised Form

In accordance with the SEBI ICDR Regulations, Allotment of Equity Shares to successful applicants
will only be in the dematerialized form. Applicants will not have the option of Allotment of the
Equity Shares in physical form. The Equity Shares on Allotment will be traded only on the
dematerialized segment of the Stock Exchange.

Migration to Main Board

As per the provisions of the Chapter IX of the SEBI (ICDR) Regulation, 2018, our Company may
migrate to the main board of NSE from the SME EMERGE Exchange on a later date subject to the
following:

If the Paid-up Capital of the company is likely to increase above Rs. 25 crores by virtue of any further
issue of capital by way of rights, preferential issue, bonus issue etc. (which has been approved by a
special resolution through postal ballot wherein the votes cast by the shareholders other than the
promoter in favour of the proposal amount to at least two times the number of votes cast by
shareholders other than promoter shareholders against the proposal and for which the company has
obtained in-principal approval from the main board), we shall have to apply to NSE for listing our
shares on its Main Board subject to the fulfilment of the eligibility criteria for listing of specified
securities laid down by the Main Board.

245
If the Paid-up Capital of the company is more than Rs. 10 crores but below Rs. 25 crores, we may still
apply for migration to the main board if the same has been approved by a special resolution through
postal ballot wherein the votes cast by the shareholders other than the promoter in favour of the
proposal amount to at least two times the number of votes cast by shareholders other than promoter
shareholders against the proposal.

Market Making

The shares offered through this Issue are proposed to be listed on the SME Platform of NSE (NSE
EMERGE), wherein the Lead Manager to this Issue shall ensure compulsory Market Making through
the registered Market Makers of the SME Exchange for a minimum period of 3 (three) years from the
date of listing on the SME EMERGE platform of NSE.

For further details of the agreement entered into between the Company, the Lead Manager and the
Market Maker please refer to section titled "General Information - Details of the Market Making
Arrangements for this Issue" on page no. 52 of this Draft Prospectus.

246
 ISSUE STRUCTURE

This Issue is being made in terms of Regulation 229 (2) of Chapter IX of SEBI (ICDR) Regulations,
2018, as amended from time to time, whereby, an issuer whose post issue paid up capital is more than
or equal to ten crore rupees but less than twenty five crore rupees, shall issue shares to the public and
propose to list the same on the Small and Medium Enterprise Exchange ("SME Exchange", in this case
being the NSE EMERGE i.e. SME platform of NSE). For further details regarding the salient features
and terms of such an issue please refer chapter titled "Terms of the Issue" and "Issue Procedure” on
page no. 239 and 247of this Draft Prospectus.

Following is the issue structure:

Initial Public Issue of up to 30,00,000 Equity Shares of Rs. 10 each (the “Equity Shares”) for cash at a price of ₹
[●] per Equity Share (including a Share Premium of ₹ [●] per Equity Share), aggregating up to Rs. [●] Lakhs
(“the Issue”) by the issuer Company (the “Company”).

The Issue comprises a reservation of up to 1,52,000 Equity Shares of Rs. 10 each for subscription by the
designated Market Maker (“the Market Maker Reservation Portion”) and Net Issue to Public of up to 28,48,000
Equity Shares of Rs. 10 each (“the Net Issue”). The Issue and the Net Issue will constitute 30.00% and 28.48%,
respectively of the post Issue paid up equity share capital of the Company. The Issue is being made through the
Fixed Price Process.

Particulars of the Market Maker Reservation

Net Issue to Public
Issue Portion
Number of Equity
Shares available for 28,48,000 equity Shares 1,52,000 equity Shares
allocation
Percentage of Issue
Size available for 94.93% of the Issue Size 5.07% of the Issue Size
allocation
Proportionate subject to minimum
allotment of [●] Equity Shares and
Basis of Allotment Firm Allotment
further allotment in multiples of [●]
Equity Shares each.
For Other than Retail Individual
Investors:

All the applicants shall make the

application (Online or Physical)
Mode of Application through ASBA process Through ASBA Process Only

For Retail Individuals Investors:

Through the ASBA Process or by

using UPI ID for payment
For QIB and NII:
Minimum
1,52,000 equity Shares
Application Size Such number of Equity Shares in
multiples of [●] Equity Shares such

247
 Particulars of the Market Maker Reservation
Net Issue to Public
Issue Portion
that the Application Value exceeds ₹
2,00,000.

For Retail Individuals:

[●] Equity Shares

For QIB and NII:

Such number of Equity Shares in

multiples of [●] Equity Shares such
that the Application Size does not
exceed 28,48,000 equity Shares.
Maximum
1,52,000 equity Shares
Application Size For Retail Individuals:

Such number of Equity Shares in

multiples of [●] Equity Shares such
that the Application Value does not
exceed ₹ 2,00,000.

Dematerialized Form
Mode of Allotment Dematerialized Form

[●] Equity Shares, However the

Market Maker may buy odd lots if
Trading Lot [●] Equity Shares any in the market as required
under the SEBI (ICDR)
Regulations, 2018.
The entire Application Amount will be payable at the time of submission of
Terms of Payment the Application Form.

[●] Equity Share and in multiples of [●] Equity Shares thereafter

Application Lot Size

Note:

➢ Since present issue is a fixed price issue, the allocation in the net issue to the public category in terms of
Regulation 253 of the SEBI (ICDR) Regulations, 2018 shall be made as follows:

a) Minimum fifty per cent to retail individual investors; and

b) Remaining to:
(i) individual applicants other than retail individual investors; and
(ii) other investors including corporate bodies or institutions, irrespective of the number of specified
securities applied for;
Provided that the unsubscribed portion in either of the categories specified in (a) or (b) above may be
allocated to the applicants in the other category.

➢ In case of joint Applications, the Application Form should contain only the name of the First Applicant
whose name should also appear as the first holder of the beneficiary account held in joint names. The

248
 signature of only such First Applicant would be required in the Application Form and such First Applicant
would be deemed to have signed on behalf of the joint holders.

➢ In case of ASBA Applicants, the SCSB shall be authorised to block such funds in the bank account of the
ASBA Applicant (including retail applicants applying through UPI mechanism) that are specified in the
Application Form. SCSBs applying in the Issue must apply through an ASBA Account maintained with
any other SCSB

Lot Size

SEBI vide circular CIR/MRD/DSA/06/2012 dated February 21, 2012 (the “Circular”) standardized the
lot size for Initial Public Offer proposing to list on SME exchange/platform and for the secondary
market trading on such exchange/platform, as under:

Lot Size (No. of

Issue Price (in ₹ )
shares)
Up to 14 10,000
More than 14 up to 18 8,000
More than 18 up to 25 6,000
More than 25 up to 35 4,000
More than 35 up to 50 3,000
More than 50 up to 70 2,000
More than 70 up to 90 1,600
More than 90 up to 120 1,200
More than 120 up to 150 1,000
More than 150 up to 180 800
More than 180 up to 250 600
More than 250 up to 350 400
More than 350 up to 500 300
More than 500 up to 600 240
More than 600 up to 750 200
More than 750 up to 1,000 160
Above 1,000 100

Further to the Circular, at the Initial Public Offer stage the Registrar to Issue in consultation with Lead
Managers, our Company and NSE shall ensure to finalize the basis of allotment in minimum lots and
in multiples of minimum lot size, as per the above given table. The secondary market trading lot size
shall be the same, as shall be the IPO Lot Size at the application/allotment stage, facilitating secondary
market trading.

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 ISSUE PROCEDURE

All Applicants should review the General Information Document for Investing in Public Issues
prepared and issued in accordance with the circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated
March 17, 2020 notified by SEBI and updated pursuant to the circular
(CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015 as amended and modified by the circular
(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016, and SEBI Circular bearing number
(SEBI/HO/CFD/DIL2/CIR/P/2018/22) dated February 15, 2018 and Circular
(SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 01, 2018, notified by SEBI (“General
Information Document”) and SEBI Circular No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated
November 08, 2019, included below under Section “PART B – General Information Document”,
which highlights the key rules, processes and procedures applicable to public issues in general in
accordance with the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act,
1956, the Securities Contracts (Regulation) Rules, 1957 and the ICDR Regulations. The General
Information Document is available on the websites of the Stock Exchanges and the Lead Manager.
Please refer to the relevant portions of the General Information Document which are applicable to this
Issue.

All Designated Intermediaries in relation to the Issue should ensure compliance with the SEBI circular
(CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015, as amended and modified by the SEBI
circular (SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 and SEBI circular
(SEBI/HO/CFD/DIL2/CIR/P/2018/22) dated February 15, 2018 and
(SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018, in relation to clarifications on
streamlining the process of public issue of equity shares and convertibles as amended and modified
by the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019 circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 June 28, 2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85
dated July 26, 2019 and circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019.

Additionally, all Applicants may refer to the General Information Document for information, in
addition to what is stated herein, in relation to (i) category of Applicants eligible to participate in the
Issue; (ii) maximum and minimum Application size; (iii) price discovery and allocation; (iv) payment
instructions for ASBA Applicants and Retail Individual Investors applying through the United
Payments Interface channel; (v) issuance of Confirmation of Allocation Note (“CAN”) and Allotment
in the Issue; (vi) general instructions (limited to instructions for completing the Application Form);
(vii) Designated Date; (viii) disposal of Applications; (ix) submission of Application Form; (x) other
instructions (limited to joint Applications in cases of individual, multiple Applications and instances
when an Application would be rejected on technical grounds); (xi) applicable provisions of
Companies Act, 2013 relating to punishment for fictitious Applications; (xii) mode of making refunds;
and (xiii) interest in case of delay in Allotment or refund.

With effect from July 01, 2019, with respect to Applications by RIIs through Designated
Intermediaries (other than SCSBs), the existing process of physical movement of forms from such
Designated Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI
Mechanism for such Applications with existing timeline of T+6 days will continue will continue for a
period of three months or launch of five main board public issues, whichever is later (“UPI Phase II”),
Further pursuant to SEBI Circular SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019
UPI Phase II was extended till March 31, 2020. Further, pursuant to SEBI Circular
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 UPI Phase II was extended till further notice
by SEBI.

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Please note that the information stated/covered in this section may not be complete and/or accurate
and as such would be subject to modification/change. Our Company and Lead Manager do not accept
any responsibility for the completeness and accuracy of the information stated in this section and the
General Information Document. Our Company and Lead Manager would not be able to include any
amendment, modification or change in applicable law, which may occur after the date of the Draft
Prospectus. Applicants are advised to make their independent investigations and ensure that their
Application do not exceed the investment limits or maximum number of Equity Shares that can be
held by them under applicable law or as specified in this Draft Prospectus.

This section applies to all the Applicants, please note that all the Applicants are required to make
payment of the full Application Amount along with the Application Form.

Phased implementation of Unified Payments Interface

SEBI has issued a circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1,

2018 and circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019 circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 June 28, 2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85
dated July 26, 2019 and circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019
(collectively the “UPI Circulars”) in relation to streamlining the process of public issue of equity
shares and convertibles. Pursuant to the UPI Circulars, UPI will be introduced in a phased manner as
a payment mechanism (in addition to mechanism of blocking funds in the account maintained with
SCSBs under the ASBA) for applications by RIBs through intermediaries with the objective to reduce
the time duration from public issue closure to listing from six working days to up to three working
days. Considering the time required for making necessary changes to the systems and to ensure
complete and smooth transition to the UPI Mechanism, the UPI Circular proposes to introduce and
implement the UPI Mechanism in three phases in the following manner:

Phase I: This phase has become applicable from January 1, 2019 and was continue till June 30, 2019.
Under this phase, a Retail Individual Applicant would also have the option to submit the Application
Form with any of the intermediary and use his / her UPI ID for the purpose of blocking of funds. The
time duration from public issue closure to listing would continue to be Three Working Days.

Phase II: This phase will commence upon completion of Phase I i.e with effect from July 01, 2019 and
will continue for a period of three months or floating of five main board public issues, whichever is
later. Under this phase, submission of the Application Form by a Retail Individual Applicant through
intermediaries to SCSBs for blocking of funds will be discontinued and will be replaced by the UPI
Mechanism. However, the time duration from public issue closure to listing would continue to be six
Working Days during this phase. This Phase is further extended till March 31, 2020. As per SEBI
circular SEBI/HO/CFD/DIL2/CIR/P/2 dated March 30, 2020, the UPI Phase II will continue until
further notice by SEBI.

Phase III: Subsequently, the time duration from public issue closure to listing would be reduced to be
three Working Days under this Phase and the implementation of this phase is yet to be notified by
SEBI.

All SCSBs offering facility of making application in public issues shall also provide facility to make
application using the UPI Mechanism. The Issuers are to appoint one of the SCSBs as a sponsor bank
to act as a conduit between the Stock Exchanges and NPCI in order to facilitate collection of requests
and / or payment instructions of the Retail Individual Applicants into the UPI mechanism.

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For further details, refer to the General Information Document available on the websites of the Stock
Exchanges and the Lead Manager.

FIXED PRICE ISSUE PROCEDURE

The Issue is being made in compliance with the provisions of Reg. 229(1) of Chapter IX of the SEBI
(ICDR) Regulations, 2018 and through the Fixed Price Process wherein 50% of the Net Issue to Public
is being offered to the Retail Individual Applicants and the balance shall be offered to Non Retail
Category i.e. QIBs and Non-Institutional Applicants. However, if the aggregate demand from the
Retail Individual Applicants is less than 50%, then the balance Equity Shares in that portion will be
added to the non-retail portion offered to the remaining investors including QIBs and NIIs and vice-
versa subject to valid Applications being received from them at or above the Issue Price.

Subject to the valid Applications being received at or above the Issue Price, allocation to all categories
in the Net Issue, shall be made on a proportionate basis, except for the Retail Portion where Allotment
to each Retail Individual Applicants shall not be less than the minimum lot, subject to availability of
Equity Shares in Retail Portion, and the remaining available Equity Shares, if any, shall be allotted on
a proportionate basis. Under subscription, if any, in any category, would be allowed to be met with
spill over from any other category or a combination of categories at the discretion of our Company in
consultation with the Lead Managers and the Stock Exchange.

Investors should note that according to section 29(1) of the Companies Act, 2013, allotment of
Equity Shares to all successful Applicants will only be in the dematerialised form. The
Application Forms which do not have the details of the Applicant’s depository account including
DP ID, PAN and Beneficiary Account Number shall be treated as incomplete and rejected. In case
DP ID, Client ID and PAN mentioned in the Application Form and entered into the electronic
system of the stock exchanges, do not match with the DP ID, Client ID and PAN available in the
depository database, the application is liable to be rejected. Applicants will not have the option of
getting allotment of the Equity Shares in physical form. The Equity Shares on allotment shall be
traded only in the dematerialised segment of the Stock Exchanges.

APPLICATION FORM

Retail Individual Applicants can submit their Applications by submitting Application Forms, in
physical form or in electronic mode, to the members of the Syndicate, the sub-Syndicate, the SCSBs,
the Registered Brokers, Registrars to an Issue and Share Transfer Agents and Depository Participants.

Application Forms will be available with the Syndicate/sub-Syndicate members, SCSBs and at our
Registered Office. In addition, the Application Forms will also be available for download on the
website of the Company, Lead Manager and Stock Exchange, Emerge ([Link]), at least
one day prior to the Issue Opening Date.

All Applicants shall mandatorily participate in the Issue only through the ASBA process. ASBA
Applicants must provide bank account details and authorization to block funds in the relevant space
provided in the Application Form or alternatively, the Retail. Individual Applicants wishing to apply
through UPI Channel, may provide the UPI ID and validate the blocking of the funds and the
Application Forms that do not contain such details are liable to be rejected. For further details on the
UPI Channel please refer SEBI circular Ref: SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1,
2018.

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Applicants shall ensure that the Applications are made on Application Forms bearing the stamp of a
member of the Syndicate or the Registered Broker or the SCSBs or Registrars to an Issue and Share
Transfer Agents or Depository Participants, as the case may be, submitted at the Collection centres
only (except in case of electronic Application Forms) and the Application Forms not bearing such
specified stamp are liable to be rejected.

Pursuant to SEBI Circular dated January 1, 2016 and bearing no. CIR/CFD/DIL/1/2016, the
Application Form has been standardized. Also, please note that pursuant to SEBI Circular
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 investors in public issues can only invest
through ASBA mode. The prescribed colours of the Application Form for various investors applying
in the

Issue are as follows:

Category Colour(1)
Resident Indians and Eligible NRIs applying on a non-repatriation basis White
Non-Residents and Eligible NRIs, FIIs, FVCIs, etc. applying on a repatriation
Blue
basis
(1) excluding electronic Application Form

Designated Intermediaries (other than SCSBs) after accepting application form submitted by RIIs
(without using UPI for payment), NIIs and QIBs shall capture and upload the relevant details in the
electronic bidding system of stock exchange(s) and shall submit/deliver the Application Forms to
respective SCSBs where the Applicants has a bank account and shall not submit it to any non- SCSB
Bank.

Further, for applications submitted to designated intermediaries (other than SCSBs), with use of UPI
for payment, after accepting the application form, respective intermediary shall capture and upload
the relevant application details, including UPI ID, in the electronic bidding system of stock
exchange(s).

Applicants shall only use the specified Application Form for making an Application in terms of the
Draft Prospectus.

The Application Form shall contain information about the Applicant and the price and the number of
Equity Shares that the Applicants wish to apply for. Application Forms downloaded and printed
from the websites of the Stock Exchange shall bear a system generated unique application number.
Applicants are required to ensure that the ASBA Account has sufficient credit balance as an amount
equivalent to the full Application Amount can be blocked by the SCSB or Sponsor Bank at the time of
submitting the Application.

An Investor, intending to subscribe to this Issue, shall submit a completed application form to any of
the following intermediaries

(Collectively called – Designated Intermediaries”)

i) an SCSB, with whom the bank account to be blocked, is maintained

ii) a syndicate member (or sub-syndicate member)

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iii) a stock broker registered with a recognized stock exchange (and whose name is mentioned on the
website of the stock exchange as eligible for this activity) (‘broker’)

iv) a depository participant (‘DP’) (whose name is mentioned on the website of the stock exchange as
eligible for this activity)

v) a registrar to the issue and share transfer agent (RTA‘) (whose name is mentioned on the website of
the stock exchange as eligible for this activity)

Retails investors submitting application with any of the entities at (ii) to (v) above (hereinafter
referred as “Intermediaries”), and intending to use UPI, shall also enter their UPI ID in the
application form.

The aforesaid intermediaries shall, at the time of receipt of application, give an acknowledgement to
investor, by giving the counter foil or specifying the application number to the investor, as a proof of
having accepted the application form, in physical or electronic mode, respectively.

The upload of the details in the electronic bidding system of stock exchange will be done by:

After accepting the form, SCSB shall capture and upload the relevant details in
For Applications
the electronic bidding system as specified by the stock exchange(s) and may
submitted by
begin blocking funds available in the bank account specified in the form, to the
investors to SCSB:
extent of the application money specified.

For Applications After accepting the application form, respective intermediary shall capture
submitted by and upload the relevant details in the electronic bidding system of stock
investors to exchange(s). Post uploading they shall forward a schedule as per prescribed
intermediaries format along with the application forms to designated branches of the
other than SCSBs: respective SCSBs for blocking of funds within one day of closure of Issue.

Upon completion and submission of the Application Form to Application Collecting intermediaries,
the Applicants have deemed to have authorized our Company to make the necessary changes in the
Draft Prospectus, without prior or subsequent notice of such changes to the Applicants.

Availability of Draft Prospectus and Application Forms

The Application Forms and copies of the Draft Prospectus may be obtained from the Registered
Office of our Company, (Lead Manager to the Issue as mentioned in the Application Form. The
application forms may also be downloaded from the website of NSE i.e. [Link]

Who Can Apply?

Each Applicant should check whether it is eligible to apply under applicable law, rules, regulations,
guidelines and policies. Subject to the above, an illustrative list of Applicants is as follows:

a) Indian nationals’ resident in India who are not incompetent to contract under the Indian Contract
Act, 1872, as amended, in single or as a joint application and minors having valid Demat account as
per Demographic Details provided by the Depositories. Furthermore, based on the information
provided by the Depositories, our Company shall have the right to accept the Applications belonging
to an account for the benefit of minor (under guardianship);

254
b) Hindu Undivided Families or HUFs, in the individual name of the Karta. The Applicant should
specify that the application is being made in the name of the HUF in the Application Form as follows:
―Name of Sole or First applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ
is the name of the Karta. Applications by HUFs would be considered at par with those from
individuals;

c) Companies, corporate bodies and societies registered under the applicable laws in India and
authorized to invest in the Equity Shares under their respective constitutional and charter documents;

d) Mutual Funds registered with SEBI;

e) Eligible NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable laws. NRIs
other than Eligible NRIs are not eligible to participate in this Issue;

f) Indian Financial Institutions, scheduled commercial banks, regional rural banks, co-operative banks
(subject to RBI permission, and the SEBI Regulations and other laws, as applicable);

g) FIIs and sub-accounts of FIIs registered with SEBI, other than a sub-account which is a foreign
corporate or a foreign individual under the QIB Portion;

h) Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;

i) Sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals only
under the Non-Institutional applicant‘s category;

j) Venture Capital Funds and Alternative Investment Fund

(I) registered with SEBI; State Industrial Development Corporations;

k) Foreign Venture Capital Investors registered with the SEBI;

l) Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any
other law relating to Trusts and who are authorized under their constitution to hold and invest in
equity shares;

m) Scientific and/or Industrial Research Organizations authorized to invest in equity shares;

n) Insurance Companies registered with Insurance Regulatory and Development Authority, India;

o) Provident Funds with minimum corpus of Rs. 25 Crores and who are authorized under their
constitution to hold and invest in equity shares;

p) Pension Funds with minimum corpus of Rs. 25 Crores and who are authorized under their
constitution to hold and invest in equity shares;

q) National Investment Fund set up by Resolution no. F. No. 2/3/2005-DDII dated November 23, 2005
of Government of India published in the Gazette of India;

r) Insurance funds set up and managed by army, navy or air force of the Union of India;

255
s) Multilateral and bilateral development financial institution;

t) Eligible QFIs;

u) Insurance funds set up and managed by army, navy or air force of the Union of India;

v) Insurance funds set up and managed by the Department of Posts, India;

w) Any other person eligible to apply in this Issue, under the laws, rules, regulations, guidelines and
policies applicable to them.

Applications not to be made by:

1. Minors (except through their Guardians)
2. Partnership firms or their nominations
3. Foreign Nationals (except NRIs)
4. Overseas Corporate Bodies

As per the existing regulations, OCBs are not eligible to participate in this Issue. The RBI has
however clarified in its circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that
OCBs which are incorporated and are not under the adverse notice of the RBI are permitted to
undertake fresh investments as 138 incorporated non-resident entities in terms of Regulation 5(1)
of RBI Notification No.20/2000-RB dated May 3, 2000 under FDI Scheme with the prior approval of
Government if the investment is through Government Route and with the prior approval of RBI if
the investment is through Automatic Route on case by case basis. OCBs may invest in this Issue
provided it obtains a prior approval from the RBI. On submission of such approval along with the
Application Form, the OCB shall be eligible to be considered for share allocation.

Maximum and Minimum Application Size

The applications in this Issue, being a fixed price issue, will be categorized into two;

a) For Retail Individual Applicants:

The Application must be for a minimum of [●] Equity Shares and in multiples of [●]Equity Shares
thereafter, so as to ensure that the Application Amount payable by the Applicant does not exceed ₹
2,00,000. In case of revision of the Application, the Retail Individual Applicants have to ensure that
the Application Amount does not exceed ₹2,00,000.

b) For Other Applicants (Non-Institutional Applicants and QIBs):

The Application must be for a minimum of such number of Equity Shares such that the Application
Amount exceeds ₹ 2,00,000 and in multiples of [●]Equity Shares thereafter. Application cannot be
submitted for more than the Issue Size. However, the maximum application size by a QIB investor
should not exceed the investment limits prescribed for them by applicable laws. A QIB and a Non-
Institutional Applicant cannot withdraw or lower the size of their Application at any stage and are
required to pay the entire Application Amount upon submission of the Application.

The identity of QIBs applying in the Net Issue shall not be made public during the Issue Period. In
case of revision in Application, the Non-Institutional Applicants, who are individuals, have to ensure
that the Application Amount is greater than ₹ 2,00,000 for being considered for allocation in the Non-
Institutional Portion.

256
Applicants are advised to ensure that any single Application from them does not exceed the
investment limits or maximum number of Equity Shares that can be held by them under
applicable law or regulation or as specified in this Draft Prospectus.

The above information is given for the benefit of the Applicants. The Company and the LMs are
not liable for any amendments or modification or changes in applicable laws or regulations, which
may occur after the date of this Draft Prospectus. Applicants are advised to make their
independent investigations and ensure that the number of Equity Shares applied for do not exceed
the applicable limits under laws or regulations.

Information for the Applicants

a) Our Company shall file the Draft Prospectus with the RoC at least three working days before the
Issue Opening Date.

b) Our Company shall, after registering the Draft Prospectus with the RoC, make a pre-Issue
advertisement, in the form prescribed under the ICDR Regulations, in English and Hindi national
newspapers and one regional newspaper with wide circulation. In the pre- Issue advertisement,
our Company and the Lead Managers shall advertise the Issue Opening Date, the Issue Closing
Date. This advertisement, subject to the provisions of the Companies Act, shall be in the format
prescribed in Part A of Schedule X of the ICDR Regulations.

c) Copies of the Application Form and the abridged Draft prospectus will be available at the offices
of the Lead Managers, the Designated Intermediaries, and Registered Office of our Company. An
electronic copy of the Application Form will also be available for download on the websites of the
NSE ([Link]), the SCSBs, the Registered Brokers, the RTAs and the CDPs at least
one day prior to the Issue Opening Date.

d) Applicants who are interested in subscribing to the Equity Shares should approach any of the
Application Collecting Intermediaries or their authorized agent(s).

e) Application should be submitted in the prescribed Application Form only. Application Forms
submitted to the SCSBs should bear the stamp of the respective intermediary to whom the
application form is submitted. Application Forms submitted directly to the SCSBs should bear
the stamp of the SCSBs and / or the Designated Branch.

f) The Application Form can be submitted either in physical or electronic mode, to the Application
Collecting Intermediaries. Further Application Collecting Intermediary may provide the
electronic mode of collecting either through an internet enabled collecting and banking facility or
such other secured, electronically enabled mechanism for applying and blocking funds in the
ASBA Account.

The Applicants should note that in case the PAN, the DP ID and Client ID mentioned in the
Application Form and entered into the electronic system of the Stock Exchanges does not match
with the PAN, DP ID and Client ID available in the database of Depositories, the Application
Form is liable to be rejected.

257
Participation by associates and affiliates of the Lead Managers

The Lead Managers shall not be allowed to subscribe to this Issue in any manner except towards
fulfilling their underwriting obligations. However, the associates and affiliates of the Lead Managers
may subscribe to Equity Shares in the Issue in non-Retail Portion, where the allocation is on a
proportionate basis.

Applications by Mutual Funds

With respect to Applications by Mutual Funds, a certified copy of their SEBI registration certificate
must be lodged along with the Application Form. Failing this, our Company reserves the right to
reject the Application without assigning any reason thereof.

Applications made by asset management companies or custodians of Mutual Funds shall specifically
state names of the concerned schemes for which such Applications are made.

In case of a Mutual Fund, a separate Application can be made in respect of each scheme of the
Mutual Fund registered with SEBI and such Applications in respect of more than one scheme of
the Mutual Fund will not be treated as multiple Applications provided that the Applications
clearly indicate the scheme concerned for which the Application has been made.

No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or
equity related instruments of any single company provided that the limit of 10% shall not be
applicable for investments in case of index funds or sector or industry specific schemes. No
Mutual Fund under all its schemes should own more than 10% of any company’s paid-up share
capital carrying voting rights.

Applications by Eligible NRIs

NRIs may obtain copies of Application Form from the offices of the Lead Managers and the
Designated Intermediaries. Eligible NRI Applicants applying on a repatriation basis by using the
Non-Resident Forms should authorize their SCSB to block their Non-Resident External (“NRE”)
accounts, or Foreign Currency Non-Resident (“FCNR”) ASBA Accounts, and eligible NRI Applicants
applying on a non-repatriation basis by using Resident Forms should authorize their SCSB to block
their Non-Resident Ordinary (“NRO”) accounts for the full Application Amount, at the time of the
submission of the Application Form.

Eligible NRIs applying on non-repatriation basis are advised to use the Application Form for
residents (white in colour).

Eligible NRIs applying on a repatriation basis are advised to use the Application Form meant for
Non-Residents (blue in colour).

Applications by FPI and FIIs

In terms of the SEBI FPI Regulations, any qualified foreign investor or FII who holds a valid certificate
of registration from SEBI shall be deemed to be an FPI until the expiry of the block of three years for
which fees have been paid as per the SEBI FII Regulations. An FII or a sub-account may participate in
this Issue, in accordance with Schedule 2 of the FEMA Regulations, until the expiry of its registration
with SEBI as an FII or a sub-account. An FII shall not be eligible to invest as an FII after registering as
an FPI under the SEBI FPI Regulations. Further, a qualified foreign investor who had not obtained a

258
certificate of registration as and FPI could only continue to buy, sell or otherwise deal in securities
until January 6, 2015. Hence, such qualified foreign investors who have not registered as FPIS under
the SEBI FPI Regulations shall not be eligible to participate in this Issue.

In case of Applications made by FPIs, a certified copy of the certificate of registration issued by the
designated depository participant under the FPI Regulations is required to be attached to the
Application Form, failing which our Company reserves the right to reject any application without
assigning any reason. An FII or sub account may, subject to payment of conversion fees under the
SEBI FPI Regulations, participate in the Issue, until the expiry of its registration as a FII or sub-
account, or until it obtains a certificate of registration as FPI, whichever is earlier. Further, in case of
Applications made by SEBI-registered FIIs or sub-accounts, which are not registered as FPIs, a
certified copy of the certificate of registration as an FII issued by SEBI is required to be attached to the
Application Form, failing which our Company reserves the right to reject any Application without
assigning any reason.

In terms of the SEBI FPI Regulations, the Issue of Equity Shares to a single FPI or an investor group
(which means the same set of ultimate beneficial owner(s) investing through multiple entities) must
be below 10.00% of our post-Issue Equity Share capital. Further, in terms of the FEMA Regulations,
the total holding by each FPI shall be below 10.00% of the total paid-up Equity Share capital of our
Company and the total holdings of all FPIs put together shall not exceed 24.00% of the paid-up Equity
Share capital of our Company. The aggregate limit of 24.00% may be increased up to the sectorial cap
by way of a resolution passed by the Board of Directors followed by a special resolution passed by the
Shareholder of our Company and subject to prior intimation to RBI. In terms of the FEMA
Regulations, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs
as well as holding of FIIs (being deemed FPIs) shall be included. The existing individual and
aggregate investment limits an FII or sub account in our Company is 10.00% and 24.00% of the total
paid-up Equity Share capital of our Company, respectively.

FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions
which may be specified by the Government from time to time.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in
terms of Regulation 22 of the SEBI FPI Regulations, an FPI, other than Category III foreign portfolio
and unregulated broad based funds, which are classified as Category II foreign portfolio investor by
virtue of their investment manager being appropriately regulated, may issue or otherwise deal in
offshore derivative instruments (as defined under the SEBI FPI Regulations as any instrument, by
whatever name called, which is issued overseas by an FPI against securities held by it that are listed
or proposed to be listed on any recognized stock exchange in India, as its underlying) directly or
indirectly, only in the event (i) such offshore derivative instruments are issued only to persons who
are regulated by an appropriate regulatory authority; and (ii) such offshore derivative instruments
are issued after compliance with know your client‘ norms. An FPI is also required to ensure that no
further issue or transfer of any offshore derivative instrument is made by or on behalf of it to any
persons that are not regulated by an appropriate foreign regulatory authority.

FPIs who wish to participate in the Issue are advised to use the Application Form for Non-Residents
(blue in color).

259
Applications by SEBI registered VCFs, AIFs and FVCIs

The SEBI FVCI Regulations and the SEBI AIF Regulations inter-alia prescribe the investment
restrictions on the VCFs, FVCIs and AIFs registered with SEBI. Further, the SEBI AIF Regulations
prescribe, among others, the investment restrictions on AIFs.

The holding by any individual VCF registered with SEBI in one venture capital undertaking should
not exceed 25% of the corpus of the VCF. Further, VCFs and FVCIs can invest only up to 33.33% of the
investible funds by way of subscription to an initial public offering.

The category I and II AIFs cannot invest more than 25% of the corpus in one Investee Company. A
category III AIF cannot invest more than 10% of the corpus in one Investee Company. A venture
capital fund registered as a category I AIF, as defined in the SEBI AIF Regulations, cannot invest more
than 1/3rd of its corpus by way of subscription to an initial public offering of a venture capital
undertaking. Additionally, the VCFs which have not re-registered as an AIF under the SEBI AIF
Regulations shall continue to be regulated by the VCF Regulation until the existing fund or scheme
managed by the fund is wound up and such funds shall not launch any new scheme after the
notification of the SEBI AIF Regulations.

All FIIs and FVCIs should note that refunds, dividends and other distributions, if any, will be payable
in Indian Rupees only and net of Bank charges and commission.

Our Company or the Lead Managers will not be responsible for loss, if any, incurred by the
Applicant on account of conversion of foreign currency.

There is no reservation for Eligible NRIs, FPIs and FVCIs and all Applicants will be treated on the
same basis with other categories for the purpose of allocation.

All non-resident investors should note that refunds, dividends and other distributions, if any, will
be payable in Indian Rupees only and net of bank charges and commission.

Applications by Limited Liability Partnerships

In case of Applications made by limited liability partnerships registered under the Limited Liability
Partnership Act, 2008, a certified copy of certificate of registration issued under the Limited Liability
Partnership Act, 2008, must be attached to the Application Form. Failing this, our Company reserves
the right to reject any Application without assigning any reason thereof.

Applications by Insurance Companies

In case of Applications made by insurance companies registered with the IRDA, a certified copy of
certificate of registration issued by IRDA must be attached to the Application Form. Failing this, our
Company reserves the right to reject any Application without assigning any reason thereof. The
exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority
(Investment) Regulations, 2000, as amended, are broadly set forth below:

1) equity shares of a company: the least of 10.00% of the investee company‘s subscribed capital (face
value) or 10.00% of the respective fund in case of life insurer or 10.00% of investment assets in
case of general insurer or reinsurer;

260
2) the entire group of the investee company: not more than 15% of the respective fund in case of a
life insurer or 15% of investment assets in case of a general insurer or reinsurer or 15% of the
investment assets in all companies belonging to the group, whichever is lower; and

3) the industry sector in which the investee company belong to: not more than 15% of the fund of a
life insurer or a general insurer or a reinsurer or 15% of the investment asset, whichever is lower.

The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower
of an amount of 10% of the investment assets of a life insurer or general insurer and the amount
calculated under (1), (2) and (3) above, as the case may be.

Insurance companies participating in this Issue shall comply with all applicable regulations,
guidelines and circulars issued by IRDAI from time to time.

Applications by Provident Funds / Pension Funds

In case of Applications made by provident funds/pension funds, subject to applicable laws, with
minimum corpus of ₹ 250.00 million, a certified copy of certificate from a chartered accountant
certifying the corpus of the provident fund/ pension fund must be attached to the Application Form.
Failing this, our Company reserves the right to reject any Application, without assigning any reason
thereof.

Applications by Banking Companies

In case of Applications made by banking companies registered with RBI, certified copies of: (i) the
certificate of registration issued by RBI, and (ii) the approval of such banking company‘s investment
committee are required to be attached to the Application Form, failing which our Company reserve
the right to reject any Application without assigning any reason.

Application Form, failing which our Company reserve the right to reject any Application by a
banking company without assigning any reason.

The investment limit for banking companies in non-financial services companies as per the Banking
Regulation Act, 1949, as amended ("Banking Regulation Act"), and the Reserve Bank of India
("Financial Services provided by Banks") Directions, 2016, is 10% of the paid-up share capital of the
investee company not being its subsidiary engaged in non-financial services or 10% of the banks own
paid-up share capital and reserves, whichever is lower. However, a banking company would be
permitted to invest in excess of 10% but not exceeding 30% of the paid up share capital of such
investee company if (i) the investee company is engaged in non-financial activities permitted for
banks in terms of Section 6(1) of the Banking Regulation Act, or (ii) the additional acquisition is
through restructuring of debt / corporate debt restructuring / strategic debt restructuring, or to protect
the banks ‘interest on loans / investments made to a company. The bank is required to submit a time
bound action plan for disposal of such shares within a specified period to RBI. A banking company
would require a prior approval of RBI to make (i) investment in a subsidiary and a financial services
company that is not a subsidiary (with certain exception prescribed), and (ii) investment in a non-
financial services company in excess of 10% of such investee company‘s paid up share capital as
stated in 5(a)(v)(c)(i) of the Reserve Bank of India (Financial Services provided by Banks) Directions,
2016.

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Applications by SCSBs

SCSBs participating in the Issue are required to comply with the terms of the SEBI circulars dated
September 13, 2012 and January 2, 2013. Such SCSBs are required to ensure that for making
applications on their own account using ASBA, they should have a separate account in their own
name with any other SEBI registered SCSBs. Further, such account shall be used solely for the
purpose of making application in public issues and clear demarcated funds should be available in
such account for such applications.

Applications under Power of Attorney

In case of Applications made pursuant to a power of attorney or by limited companies, corporate

bodies, registered societies, FIIs, Mutual Funds, insurance companies and provident funds with a
minimum corpus of ₹250 million (subject to applicable law) and pension funds with a minimum
corpus of ₹ 250 million, a certified copy of the power of attorney or the relevant resolution or
authority, as the case may be, along with a certified copy of the memorandum of association and
articles of association and/or bye laws must be lodged along with the Application Form. Failing this,
our Company reserves the right to accept or reject any Application in whole or in part, in either case,
without assigning any reasons thereof. In addition to the above, certain additional documents are
required to be submitted by the following entities:

a) With respect to Applications by FIIs and Mutual Funds, a certified copy of their SEBI registration
certificate must be lodged along with the Application Form.

b) With respect to Applications by insurance companies registered with the Insurance Regulatory
and Development Authority, in addition to the above, a certified copy of the certificate of
registration issued by the Insurance Regulatory and Development Authority must be lodged
along with the Application Form.

c) With respect to Applications made by provident funds with a minimum corpus of ₹ 250 million
(subject to applicable law) and pension funds with a minimum corpus of ₹ 250 million, a certified
copy of a certificate from a chartered accountant certifying the corpus of the provident
fund/pension fund must be lodged along with the Application Form.

d) With respect to Applications made by limited liability partnerships registered under the Limited
Liability Partnership Act, 2008, a certified copy of certificate of registration issued under the
Limited Liability Partnership Act, 2008, must be attached to the Application Form.

e) Our Company in its absolute discretion, reserves the right to relax the above condition of
simultaneous lodging of the power of attorney along with the Application form, subject to such
terms and conditions that our Company and the Lead Managers may deem fit.

The above information is given for the benefit of the Applicants. Our Company and the Lead
Managers are not liable for any amendments or modification or changes in applicable laws or
regulations, which may occur after the date of this Draft Prospectus. Applicants are advised to
make their independent investigations and Applicants are advised to ensure that any single
Application from them does not exceed the applicable investment limits or maximum number of
Equity Shares that can be held by them under applicable law or regulation or as specified in this
Draft Prospectus.

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ISSUE PROCEDURE FOR ASBA (APPLICATION SUPPORTED BY BLOCKED ACCOUNT)
APPLICANTS

In accordance with the SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all
the Applicants has to compulsorily apply through the ASBA Process. Our Company and the Lead
Managers are not liable for any amendments, modifications, or changes in applicable laws or
regulations, which may occur after the date of the Draft Prospectus. ASBA Applicants are advised to
make their independent investigations and to ensure that the ASBA Application Form is correctly
filled up, as described in this section.

Lists of banks that have been notified by SEBI to act as SCSB (Self Certified Syndicate Banks) for the
ASBA Process are provided on [Link]. For details on designated branches of SCSB
collecting the Application Form, please refer the below mentioned SEBI link.

[Link]
and
[Link]

ASBA PROCESS

A Resident Retail Individual Investor shall submit his Application through an Application Form,
either in physical or electronic mode, to the SCSB with whom the bank account of the ASBA
Applicant or bank account utilized by the ASBA Applicant (“ASBA Account”) is maintained. The
SCSB shall block an amount equal to the Application Amount in the bank account specified in the
ASBA Application Form, physical or electronic, on the basis of an authorization to this effect given by
the account holder at the time of submitting the Application.

The Application Amount shall remain blocked in the aforesaid ASBA Account until finalization of the
Basis of Allotment in the Issue and consequent transfer of the Application Amount against the
allocated shares to the ASBA Public Issue Account, or until withdrawal/failure of the Issue or until
withdrawal/rejection of the ASBA Application, as the case may be.

The ASBA data shall thereafter be uploaded by the SCSB in the electronic IPO system of the Stock
Exchange. Once the Basis of Allotment is finalized, the Registrar to the Issue shall send an appropriate
request to the Controlling Branch of the SCSB for unblocking the relevant bank accounts and for
transferring the amount allocable to the successful ASBA Applicants to the ASBA Public Issue
Account. In case of withdrawal/failure of the Issue, the blocked amount shall be unblocked on receipt
of such information from the Lead Managers.

ASBA Applicants are required to submit their Applications, either in physical or electronic mode. In
case of application in physical mode, the ASBA Applicant shall submit the ASBA Application Form at
the Designated Branch of the SCSB or Registered Brokers or Registered RTA's or DPs registered with
SEBI. In case of application in electronic form, the ASBA Applicant shall submit the Application Form
either through the internet banking facility available with the SCSB, or such other electronically
enabled mechanism for applying and blocking funds in the ASBA account held with SCSB, and
accordingly registering such Applications.

HOW TO APPLY?

In accordance with the SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all
the Applicants has to compulsorily apply through the ASBA Process.

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MODE OF PAYMENT

Upon submission of an Application Form with the SCSB, whether in physical or electronic mode,
each ASBA Applicant shall be deemed to have agreed to block the entire Application Amount and
authorized the Designated Branch of the SCSB to block the Application Amount, in the bank account
maintained with the SCSB.

Application Amount paid in cash, by money order or by postal order or by stock invest, or ASBA
Application Form accompanied by cash, draft, money order, postal order or any mode of payment
other than blocked amounts in the SCSB bank accounts, shall not be accepted.

After verifying that sufficient funds are available in the ASBA Account, the SCSB shall block an
amount equivalent to the Application Amount mentioned in the ASBA Application Form till the
Designated Date.

On the Designated Date, the SCSBs shall transfer the amounts allocable to the ASBA Applicants from
the respective ASBA Account, in terms of the SEBI Regulations, into the ASBA Public Issue Account.
The balance amount, if any against the said Application in the ASBA Accounts shall then be
unblocked by the SCSBs on the basis of the instructions issued in this regard by the Registrar to the
Issue.

The entire Application Amount, as per the Application Form submitted by the respective ASBA
Applicants, would be required to be blocked in the respective ASBA Accounts until finalization of the
Basis of Allotment in the Issue and consequent transfer of the Application Amount against allocated
shares to the ASBA Public Issue Account, or until withdrawal/failure of the Issue or until rejection of
the ASBA Application, as the case may be.

UNBLOCKING OF ASBA ACCOUNT

On the basis of instructions from the Registrar to the Issue, the SCSBs shall transfer the requisite
amount against each successful ASBA Applicant to the ASBA Public Issue Account as per section
40(3) of the Companies Act, 2013 and shall unblock excess amount, if any in the ASBA Account.

However, the Application Amount may be unblocked in the ASBA Account prior to receipt of
intimation from the Registrar to the Issue by the Controlling Branch of the SCSB regarding
finalization of the Basis of Allotment in the Issue, in the event of withdrawal/failure of the Issue or
rejection of the ASBA Application, as the case may be.

Payment instructions

The entire issue price of ₹ [●] (including a Share premium of ₹ [●] per Equity Share) per Equity Share is
payable on Application. In case of allotment of lesser number of Equity Shares than the number
applied, then the Registrar shall instruct the SCSBs to unblock the excess amount paid on Application
to the Applicants.

SCSBs will transfer the amount as per the instruction received by the Registrar to the Public Issue
Bank Account. The balance amount after transfer to the Public Issue Account shall be unblocked by
the SCSBs.

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The Applicants shall specify the bank account details in the Application Form and the SCSBs shall
block an amount equivalent to the Application Amount in the bank account specified in the
Application Form. The SCSB shall keep the Application Amount in the relevant bank account
blocked until withdrawal / rejection of the application or receipt of instructions from the Registrar to
unblock the Application Amount. However, Not Retails Applicants shall neither withdraw nor lower
the size of their applications at any stage. In the event of withdrawal or rejection of the Application
Form or for unsuccessful Application Forms, the Registrar to the Issue shall give instruction to the
SCSBs to unblock the application money in the relevant back account within one day of receipt of
such instruction. The Application Amount shall remain blocked in the ASBA Account until
finalisation of the Basis of Allotment in the Issue and consequent transfer of the Application Amount
to the Public issue Account, or until withdrawal / failure of the Issue or until rejection of the
application, as the case may be.

Pursuant to the SEBI (Issue of Capital and Disclosure Requirements) (Fifth Amendment) Regulations,
2015, the ASBA process become mandatory for all investors w.e.f. January 1, 2016 and it allows the
registrar, share transfer agents, depository participants and stock brokers to accept application forms.

Electronic Registration of Applications

1) The Application Collecting Intermediary will register the applications using the on-line facilities
of the Stock Exchange.

2) The Application Collecting Intermediary will undertake modification of selected fields in the
application details already uploaded before 1.00 p.m. of the next Working day from the Issue
Closing Date.

3) The Application Collecting Intermediary shall be responsible for any acts, mistakes or errors or
omission and commissions in relation to, (i) the applications accepted by them, (ii) the
applications uploaded by them, (iii) the applications accepted but not uploaded by them or (iv) In
case the applications accepted and uploaded by any Application Collecting Intermediary other
than SCSBs, the Application Form along with relevant schedules shall be sent to the SCSBs or the
Designated Branch of the relevant SCSBs for blocking of funds and they will be responsible for
blocking the necessary amounts in the ASBA Accounts. In case of Application accepted and
uploaded by SCSBs, the SCSBs or the Designated Branch of the relevant SCSBs will be responsible
for blocking the necessary amounts in the ASBA Accounts.

4) Neither the Lead Managers nor the Company, shall be responsible for any acts, mistakes or errors
or omission and commissions in relation to, (i) the applications accepted by any Application
Collecting Intermediaries, (ii) the applications uploaded by any Application Collecting
Intermediaries or (iii) the applications accepted but not uploaded by the Application Collecting
Intermediaries.

5) The Stock Exchange will Issue an electronic facility for registering applications for the Issue. This
facility will be available at the terminals of the Application Collecting Intermediaries and their
authorised agents during the Issue Period. On the Issue Closing Date, the Application Collecting
Intermediaries shall upload the applications till such time as may be permitted by the Stock
Exchange.

6) With respect to applications by Applicants, at the time of registering such applications, the
Application Collecting Intermediaries shall enter the following information pertaining to the
Applicants into the on-line system:

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 • Name of the Applicant;
• IPO Name;
• Application Form Number;
• Investor Category;
• PAN Number
• DP ID & Client ID
• Numbers of Equity Shares Applied for;
• Amount;
• Location of the Banker to the Issue or Designated Branch, as applicable;
• Bank Account Number and
• Such other information as may be required.

7) In case of submission of the Application by an Applicant through the Electronic Mode, the
Applicant shall complete the above mentioned details and mentioned the bank account number,
except the Electronic Application Form number which shall be system generated.

8) The aforesaid intermediaries shall, at the time of receipt of application, give an acknowledgement
to investor, by giving the counter foil or specifying the application number to the investor, as a
proof or having accepted the application form, in physical or electronic mode, respectively. The
registration of the Application by the Application Collecting Intermediaries does not guarantee
that the Equity Shares shall be allocated / allotted either by our Company.

9) Such acknowledgment will be non-negotiable and by itself will not create any obligation of any
kind.

10) The Application Collecting Intermediaries shall have no right to reject the applications, except on
technical grounds.

11) The permission given by the Stock Exchanges to use their network and software of the Online
IPO system should not in any way deemed or construed to mean the compliance with various
statutory and other requirements by our Company and / or the Lead Managers are cleared or
approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the
correctness or completeness or any of the compliance with the statutory and other requirements
nor does it take any responsibility for the financial or other soundness of our Company, our
Promoter, our management or any scheme or project of our Company; nor does it in any manner
warrant, certify or endorse the correctness or completeness of any of the contents of this Draft
Prospectus; not does it warrant that the Equity Shares will be listed or will continue to be listed
on the Stock Exchange.

12) The Application Collecting Intermediaries will be given time till 1.00 p.m. on the next working
day after the Issue Closing Date to verify the PAN No., DP ID and Client ID uploaded in the
online IPO system during the Issue Period, after which the Registrar to the Issue will receive this
data from the Stock Exchange and will validate the electronic application details with the
Depository’s records. In case no corresponding record is available with Depositories, which
matches the three parameters, namely DP ID, Client ID and PAN, then such applications are
liable to be rejected.

13) The details uploaded in the online IPO system shall be considered as final and Allotment will be
based on such details for ASBA Applicants.

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Allocation of Equity Shares

1) The Issue is being made through the Fixed Price Process wherein 1,52,000 equity Shares shall be
reserved for the Market Maker 28,48,000 equity Shares will be allocated on a proportionate basis
to Retail Individual Applicants, subject to valid applications being received from the Retail
Individual Applicants at the Issue Price. The balance of the Net Issue will be available for
allocation on a proportionate basis to Non Retail Applicants.

2) Under-subscription, if any, in any category, would be allowed to be met with spill-over from any
other category or combination of categories at the discretion of our Company in consultation with
the Lead Managers and the Stock Exchange.

3) Allocation to Non-Residents, including Eligible NRIs, FIIs and FVCIs registered with SEBI,
applying on repatriation basis will be subject to applicable law, rules, regulations, guidelines and
approvals.

4) In terms of SEBI Regulations, Non Retails Applicants shall not be allowed to either withdraw or
lower the size of their application at any stage.

5) Allotment status details shall be available on the website of the Registrar to the Issue.

Pre-Issue Advertisement

Subject to Section 30 of the Companies Act, our Company shall, after registering the Draft Prospectus
with the RoC, publish a pre-issue advertisement, in the form prescribed by the SEBI Regulations, in
one English language national daily newspaper, one Hindi language national daily newspaper and
one regional language daily newspaper, each with wide circulation. In the pre- issue advertisement,
we shall state the Issue Opening Date and the Issue Closing Date. This advertisement, subject to the
provisions of Section 30 of the Companies Act, 2013, shall be in the format prescribed in Part A of
Schedule XIII of the SEBI Regulations.

Signing of the Underwriting Agreement and the RoC Filing

a) Our Company, the Lead Managers and the Market Maker have entered into an Underwriting
Agreement on January 6, 2024.

b) For terms of the Underwriting Agreement please see chapter titled “General Information”
beginning on page no. 52 of this Draft Prospectus.

c) We will file a copy of the Draft Prospectus with the ROC in terms of Section 26 and all other
provision applicable as per Companies Act.

FILING OF THE PROSPECTUS WITH THE ROC

The Company will file a copy of the Draft Prospectus with the ROC in terms of Section 26 of
Companies Act, 2013.

a) Designated Date and Allotment of Equity Shares Designated Date: On the Designated date, the
SCSBs shall transfers the funds represented by allocations of the Equity Shares into Public Issue
Account with the Bankers to the Issue.

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b) Issuance of Allotment Advice: Upon approval of the Basis of Allotment by the designated stock
exchange, the Registrar shall upload on its website. On the basis of approved basis of allotment,
the Issuer shall pass necessary corporate action to facilitate the allotment and credit of equity
shares. Applicants are advised to instruct their Depository Participants to accept the Equity
Shares that may be allotted to them pursuant to the issue.

c) Pursuant to confirmation of such corporate actions, the Registrar will dispatch Allotment Advice
to the Applicants who have been allotted Equity Shares in the Issue. The dispatch of allotment
advice shall be deemed a valid, binding and irrevocable contract.

d) Issuer will make the allotment of the equity shares and initiate corporate action for credit of
shares to the successful applicants Depository Account within 4 working days of the Issue
Closing date. The Issuer also ensures the credit of shares to the successful Applicants Depository
Account is completed within one working Day from the date of allotment, after the funds are
transferred from ASBA Public Issue Account to Public Issue account of the issuer.

Designated Date: On the Designated date, the SCSBs shall transfers the funds represented by
allocations of the Equity Shares into Public Issue Account with the Bankers to the Issue.

The Company will issue and dispatch letters of allotment/ or letters of regret along with refund order
or credit the allotted securities to the respective beneficiary accounts, if any within a period of 6
working days of the Issue Closing Date. The Company will intimate the details of allotment of
securities to Depository immediately on allotment of securities under Section 56 of the Companies
Act, 2013 or other applicable provisions, if any.

INTEREST AND REFUNDS

COMPLETION OF FORMALITIES FOR LISTING & COMMENCEMENT OF TRADING

The Issuer may ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at all the Stock Exchanges are taken within 3 Working Days of the Issue
Closing Date. The Registrar to the Issue may give instruction for credit to Equity Shares the
beneficiary account with DPs, and dispatch the allotment Advise within 3 Working Days of the Issue
Closing Date.

GROUNDS FOR REFUND

NON-RECEIPT OF LISTING PERMISSION

An Issuer makes an Application to the Stock Exchange(s) for permission to deal in/list and for an
official quotation of the Equity Shares. All the Stock Exchanges from where such permission is sought
are disclosed in Draft Prospectus. The designated Stock Exchange may be as disclosed in the Draft
Prospectus with which the Basis of Allotment may be finalised.

If the permission to deal in and official quotation of the Equity Shares are not granted by any of the
Stock Exchange(s), the Issuer may forthwith repay, without interest, all money received from the
Applicants in pursuance of the Draft Prospectus.

In the event that the listing of the Equity Shares does not occur in the manner described in this Draft
Prospectus, the Lead Managers and Registrar to the Issue shall intimate Public Issue bank/Bankers to
the Issue and Public Issue Bank/Bankers to the Issue shall transfer the funds from Public Issue

268
account to Refund Account as per the written instruction from lead Managers and the Registrar for
further payment to the beneficiary Applicants.

If such money is not repaid within eight days after the Issuer becomes liable to repay it, then the
Issuer and every director of the Issuer who is an officer in default may, on and from such expiry of
eight days, be liable to repay the money, with interest at such rate as disclosed in the Draft
Prospectus.

MINIMUM NUMBER OF ALLOTTEES

The Issuer may ensure that the number of proposed Allottees to whom Equity Shares may be allotted
shall not be less than 50 (Fifty), failing which the entire application monies may be refunded
forthwith.

MODE OF REFUND

IN CASE OF ASBA APPLICATION

Within 3 working days of the Issue Closing Date, the Registrar to the Issue may give instruction to
SCSBs for unblocking the amount in ASBA Account on unsuccessful Application and also for any
excess amount blocked on Application.

MODE OF MAKING REFUND FOR ASBA APPLICANTS

In case of ASBA Application, the registrar of the issue may instruct the controlling branch of the SCSB
to unblock the funds in the relevant ASBA Account for any withdrawn, rejected or unsuccessful
ASBA applications or in the event of withdrawal or failure of the Issue.

INTEREST IN CASE OF DELAY IN ALLOTMENT OR REFUND:

The issuer shall allot securities offered to the public shall be made within the period prescribed by the
Board. The issuer shall also pay interest at the rate of fifteen per cent. per annum if the allotment
letters or refund orders have not been dispatched to the applicants or if, in a case where the refund or
portion thereof is made in electronic manner, the refund instructions have not been given to the
clearing system in the disclosed manner within eight days from the date of the closure of the issue.
However applications received after the closure of issue in fulfilment of underwriting obligations to
meet the minimum subscription requirement, shall not be entitled for the said interest.

1. Issuance of Allotment Advice: Upon approval of the Basis of Allotment by the Designated Stock
Exchange, the Lead Managers or the Registrar to the Issue shall send to the Bankers to the Issue a
list of their Applicants who have been allocated/Allotted Equity Shares in this Issue.

2. Pursuant to confirmation of corporate actions with respect to Allotment of Equity Shares, the
Registrar to the Issue will dispatch Allotment Advice to the Applicants who have been Allotted
Equity Shares in the Issue.

3. Approval of the Basis of Allotment by the Designated Stock Exchange. As described above shall
be deemed a valid, binding and irrevocable contract for the Applicant.

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General Instructions

Do’s:

1) Check if you are eligible to apply as per the terms of this Draft Prospectus and under applicable
law, rules, regulations, guidelines and approvals;

2) Read all the instructions carefully and complete the Application Form in the prescribed form;

3) Ensure that the details about the PAN, DP ID and Client ID are correct and the Applicants
depository account is active, as Allotment of the Equity Shares will be in the dematerialised form
only;

4) Ensure that your Application Form bearing the stamp of a Designated Intermediary is submitted
to the Designated Intermediary;

5) If the first applicant is not the account holder, ensure that the Application Form is signed by the
account holder. Ensure that you have mentioned the correct bank account number in the
Application Form;

6) Ensure that the signature of the First Applicant in case of joint Applications, is included in the
Application Forms;

7) Ensure that the name(s) given in the Application Form is/are exactly the same as the name(s) in
which the beneficiary account is held with the Depository Participant. In case of joint
Applications, the Application Form should contain only the name of the First Applicant whose
name should also appear as the first holder of the beneficiary account held in joint names;

8) Ensure that you request for and receive a stamped acknowledgement of your Application;

9) Retail Applicants using the UPI mechanism should ensure that the correct UPI ID is mentioned in
the Application Form;

10) Retail Applicants shall ensure that the bank, with which such Retail Applicants has a bank
account, where the funds equivalent to the application amount are available for blocking is UPI
2.0 certified by the NPCI;

11) Ensure that you have funds equal to the Application Amount in the ASBA Account maintained
with the SCSB before submitting the Application Form under the ASBA process to the respective
member of the SCSBs, the Registered Broker (at the Broker Centres), the RTA (at the Designated
RTA Locations) or CDP (at the Designated CDP Locations);

12) Submit revised Applications to the same Designated Intermediary, through whom the original
Application was placed and obtain a revised acknowledgment;

13) Except for Applications (i) on behalf of the Central or State Governments and the officials
appointed by the courts, who, in terms of a SEBI circular dated June 30, 2008, may be exempt
from specifying their PAN for transacting in the securities market, and (ii) Applications by
persons resident in the state of Sikkim, who, in terms of a SEBI circular dated July 20, 2006, may
be exempted from specifying their PAN for transacting in the securities market, all Applicants
should mention their PAN allotted under the IT Act. The exemption for the Central or the State

270
 Government and officials appointed by the courts and for investors residing in the State of Sikkim
is subject to (a) the Demographic Details received from the respective depositories confirming the
exemption granted to the beneficiary owner by a suitable description in the PAN field and the
beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the
address as per the Demographic Details evidencing the same. All other applications in which
PAN is not mentioned will be rejected;

14) Ensure that the Demographic Details are updated, true and correct in all respects;

15) Ensure that thumb impressions and signatures other than in the languages specified in the Eighth
Schedule to the Constitution of India are attested by a Magistrate or a Notary Public or a Special
Executive Magistrate under official seal;

16) Ensure that the category and the investor status is indicated;

17) Ensure that in case of Applications under power of attorney or by limited companies, corporates,
trust etc., relevant documents are submitted;

18) Ensure that Applications submitted by any person outside India should be in compliance with
applicable foreign and Indian laws;

19) Applicants should note that in case the DP ID, Client ID and the PAN mentioned in their
Application Form and entered into the online IPO system of the Stock Exchanges by the relevant
Designated Intermediary, as the case may be, do not match with the DP ID, Client ID and PAN
available in the Depository database, then such Applications are liable to be rejected. Where the
Application Form is submitted in joint names, ensure that the beneficiary account is also held in
the same joint names and such names are in the same sequence in which they appear in the
Application Form;

20) Ensure that the Application Forms are delivered by the Applicants within the time prescribed as
per the Application Form and the Draft Prospectus;

21) For Retail Applicants using the UPI mechanism, ensure that you approve the request generated
by the Sponsor Bank to authorize blocking of funds equivalent to application amount and
subsequent debit of funds in case of allotment, in a timely manner;

22) Retail Applicants shall ensure that details of the Applications are reviewed and verified by
opening the attachment in the UPI mandate request and then proceed to authorize the UPI
request using his/her UPI PIN. Upon the authorization of the mandate using his/her UPI PIN, a
Retail Applicant may be deemed to have verified the attachment containing the application
details of the Retail Applicant in the UPI mandate request and have agreed to block the entire
Application Amount and authorized the Sponsor Bank to block the Application Amount
mentioned in the Application Form;

23) Retail Applicants using the UPI mechanism should mention valid UPI ID of only the Applicant
(in case of single account) and of the first Applicant (in case of joint account) in the Application
Form;

24) Retail Applicants using the UPI mechanism, who have revised their Application subsequent to
making the initial Application, should also approve the revised request generated by the Sponsor

271
 Bank to authorise blocking of funds equivalent to the revised Application Amount and
subsequent debit of funds in case of allotment in a timely manner;

25) Ensure that you have mentioned the correct ASBA Account number in the Application Form;

26) Ensure that you have correctly signed the authorisation/undertaking box in the Application
Form, or have otherwise provided an authorisation to the SCSB via the electronic mode, for
blocking funds in the ASBA Account equivalent to the Application Amount mentioned in the
Application Form at the time of submission of the Application;

27) Ensure that you receive an acknowledgement from the concerned Designated Intermediary, for
the submission of your Application Form; and

28) The Application Form is liable to be rejected if the above instructions, as applicable, are not
complied with.

Don’ts:

1) Do not apply for lower than the minimum Application size;

2) Do not apply at a Price different from the Price mentioned herein or in the Application Form;

3) Do not pay the Application Amount in cash, by money order, cheques or demand drafts or by
postal order or by stock invest;

4) Do not send Application Forms by post; instead submit the same to the Designated Intermediary
only;

5) Do not submit the Application Forms to any non-SCSB bank or our Company;

6) Do not apply on a Application Form that does not have the stamp of the relevant Designated
Intermediary;

7) Do not instruct your respective Banks to release the funds blocked in the ASBA Account under
the ASBA process;

8) Do not apply for an Application Amount exceeding ₹ 200,000 (for Applications by Retail
Individual Applicants);

9) Do not fill up the Application Form such that the Equity Shares applied for exceeds the Issue size
and / or investment limit or maximum number of the Equity Shares that can be held under the
applicable laws or regulations or maximum amount permissible under the applicable regulations
or under the terms of the Draft Prospectus;

10) Do not submit the General Index Register number instead of the PAN;

11) Do not submit the Application without ensuring that funds equivalent to the entire Application
Amount are blocked in the relevant ASBA Account;

12) Do not submit more than 1 Application Form for each UPI ID in case of Retail Applicants
Applying through the Designated Intermediary using the UPI Mechanism;

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13) Do not submit Applications on plain paper or on incomplete or illegible Application Forms or on
Application Forms in a colour prescribed for another category of Applicant;

14) Do not submit a Application in case you are not eligible to acquire Equity Shares under applicable
law or your relevant constitutional documents or otherwise;

15) Do not apply if you are not competent to contract under the Indian Contract Act, 1872 (other than
minors having valid depository accounts as per Demographic Details provided by the
depository);

16) Do not make applications using third party bank accounts or using third party linked bank
account UPI IDs;

17) Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by
the NPCI in case of Applications submitted by Retail Applicants using the UPI mechanism;

18) Do not submit incorrect UPI ID details, if you are a Retail Applicants bidding through UPI
Mechanism;

19) Do not submit more than five Application Forms per ASBA Account;

20) Do not submit an Application in case you are not eligible to acquire Equity Shares under
applicable law or your relevant constitutional documents or otherwise;

21) If you are a Non-Institutional Applicant or Retail Individual Applicant, do not submit your
Application after 3.00 p.m. on the Issue Closing Date;

The Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.

INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM

The Applications should be submitted on the prescribed Application Form and in BLOCK LETTERS
in ENGLISH only in accordance with the instructions contained herein and in the Application Form.
Applications not so made are liable to be rejected. Application forms submitted to the SCSBs should
bear the stamp of respective intermediaries to whom the application form submitted. Application
form submitted directly to the SCSBs should bear the stamp of the SCSBs and/or the Designated
Branch. Application forms submitted by Applicants whose beneficiary account is inactive shall be
rejected. SEBI, vide Circular No. CIR/CFD/14/2012 dated October 4, 2012 has introduced an additional
mechanism for investors to submit application forms in public issues using the stock broker
(“broker”) network of Stock Exchanges, who may not be syndicate members in an issue with effect
from January 01, 2013. The list of Broker’s Centre is available on the websites of NSE i.e.
[Link].

APPLICANT’S DEPOSITORY ACCOUNT AND BANK DETAILS

Please note that, providing bank account details in the space provided in the Application Form is
mandatory and applications that do not contain such details are liable to be rejected.

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Please note that, furnishing the details of depository account is mandatory and applications without
depository account shall be treated as incomplete and rejected.

Applicants should note that on the basis of name of the Applicants, Depository Participant’s name,
Depository Participant

Identification number and Beneficiary Account Number provided by them in the Application Form,
the Registrar to the Issue will obtain from the Depository the demographic details including address,
Applicants bank account details, MICR code and occupation (hereinafter referred to as ‘Demographic
Details’). These Bank Account details would be used for giving refunds to the Applicants. Hence,
Applicants are advised to immediately update their Bank Account details as appearing on the records
of the depository participant. Please note that failure to do so could result in delays in dispatch/ credit
of refunds to Applicants at the Applicants’ sole risk and neither the Lead Managers nor the Registrar
to the Issue or the Escrow Collection Banks or the SCSB nor the Company shall have any
responsibility and undertake any liability for the same. Hence, Applicants should carefully fill in their
Depository Account details in the Application Form. These Demographic Details would be used for
all correspondence with the Applicants including mailing of the CANs / Allocation Advice and
printing of Bank particulars on the refund orders or for refunds through electronic transfer of funds,
as applicable. The Demographic Details given by Applicants in the Application Form would not be
used for any other purpose by the Registrar to the Issue. By signing the Application Form, the
Applicant would be deemed to have authorized the depositories to provide, upon request, to the
Registrar to the Issue, the required Demographic Details as available on its records.

PAYMENT BY STOCK INVEST

In terms of the Reserve Bank of India Circular No. DBOD No. FSC BC 42/ 24.47.00/ 2003-04 dated
November 5, 2003; the option to use the stock invest instrument in lieu of cheques or bank drafts for
payment of Application money has been withdrawn. Hence, payment through stock invest would not
be accepted in this Issue.

OTHER INSTRUCTIONS

Submission of Bids

a) During the Bid/ Issue Period, Bidders may approach any of the Designated Intermediaries to
register their Bids.

b) In case of Bidders (excluding Non-Retail Bidders) bidding at Cut-off Price, the ASBA Bidders may
instruct the SCSBs to block Bid Amount based on the Cap Price less discount (if applicable).

c) For Details of the timing on acceptance and upload of Bids in the Stock Exchanges Platform
Bidders are requested to refer to the Draft Prospectus.

JOINT APPLICATIONS IN THE CASE OF INDIVIDUALS

Applications may be made in single or joint names (not more than three). In the case of joint
Applications, all payments will be made out in favour of the Applicant whose name appears first in
the Application Form or Revision Form. All communications will be addressed to the First Applicant
and will be dispatched to his or her address as per the Demographic Details received from the
Depository.

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MULTIPLE APPLICATIONS

An Applicant should submit only one Application (and not more than one). Two or more
Applications will be deemed to be multiple Applications if the sole or First Applicant is one and the
same.

In this regard, the procedures which would be followed by the Registrar to the Issue to detect
multiple applications are given below:

➢ All applications are electronically strung on first name, address (1st line) and applicant’s status.
Further, these applications are electronically matched for common first name and address and if
matched, these are checked manually for age, signature and father/ husband’s name to determine
if they are multiple applications;

➢ Applications which do not qualify as multiple applications as per above procedure are further
checked for common DP ID/ beneficiary ID. In case of applications with common DP ID/
beneficiary ID, are manually checked to eliminate possibility of data entry error to determine if
they are multiple applications.

➢ Applications which do not qualify as multiple applications as per above procedure are further
checked for common PAN. All such matched applications with common PAN are manually
checked to eliminate possibility of data capture error to determine if they are multiple
applications.

In case of a mutual fund, a separate Application can be made in respect of each scheme of the mutual
fund registered with SEBI and such Applications in respect of more than one scheme of the mutual
fund will not be treated as multiple Applications provided that the Applications clearly indicate the
scheme concerned for which the Application has been made.

In cases where there are more than 20 (Twenty) valid applications having a common address, such
shares will be kept in abeyance, post allotment and released on confirmation of “know your client”
norms by the depositories. The Company reserves the right to reject, in its absolute discretion, all or
any multiple Applications in any or all categories.

After submitting an ASBA Application either in physical or electronic mode, an ASBA Applicant
cannot apply (either in physical or electronic mode) to either the same or another Designated Branch
of the SCSB. Submission of a second Application in such manner will be deemed a multiple
Application and would be rejected. More than one ASBA Applicant may apply for Equity Shares
using the same ASBA Account, provided that the SCSBs will not accept a total of more than five
Application Forms with respect to any single ASBA Account.

Duplicate copies of Application Forms downloaded and printed from the website of the Stock
Exchange bearing the same application number shall be treated as multiple applications and are liable
to be rejected. The Company, in consultation with the Lead Managers reserves the right to reject, in its
absolute discretion, all or any multiple applications in any or all categories. In this regard, the
procedure which would be followed by the Registrar to the Issue to detect multiple applications is
given below:

1. All Applications will be checked for common PAN. For Applicants other than Mutual Funds and
FII sub-accounts, Applications bearing the same PAN will be treated as multiple Applications
and will be rejected.

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2. For Applications from Mutual Funds and FII sub-accounts, submitted under the same PAN, as
well as Applications on behalf of the Applicants for whom submission of PAN is not mandatory
such as the Central or State Government, an official liquidator or receiver appointed by a court
and residents of Sikkim, the Application Forms will be checked for common DP ID and Client ID.

PERMANENT ACCOUNT NUMBER OR PAN

Pursuant to the circular MRD/DoP/Circ 05/2007 dated April 27, 2007, SEBI has mandated Permanent
Account Number (“PAN”) to be the sole identification number for all participants transacting in the
securities market, irrespective of the amount of the transaction w.e.f. July 2, 2007. Each of the
Applicants should mention his/her PAN allotted under the Income Tax Act, 1961. Applications
without the PAN will be considered incomplete and are liable to be rejected. It is to be specifically
noted that Applicants should not submit the General Index Registration (“GIR”) number instead of
the PAN, as the Application is liable to be rejected on this ground.

Our Company/ Registrar to the Issue/ Lead Managers can, however, accept the Application(s) in
which PAN is wrongly entered into by ASBA SCSB’s in the ASBA system, without any fault on
the part of Applicant.

Minimum Subscription

The requirement for 90% minimum subscription is not applicable to Issues under chapter IX of the
SEBI ICDR Regulations.

As per Section 39 (1) of the Companies Act, 2013, if the minimum stated amount has not been
subscribed and the sum payable on application is not received within a period of 30 days from the
date of the Draft Prospectus, the application money has to be returned within such period as may be
prescribed. If our Company does not receive the 100% subscription of the issue through the issue
including devolvement of Underwriter, if any, our Company shall forthwith refund the entire
subscription amount received. If there is a delay beyond eight (8) working days after our Company
becomes liable to pay the amount, our Company and every officer in default will, on and from the
expiry of this period, be jointly and severally liable to repay the money, with interest or other penalty
as prescribed under the SEBI ICDR Regulations, the Companies Act 2013 and applicable law.

In accordance with Regulation 260 (1) of the SEBI ICDR Regulations, our Issue shall be hundred
percent underwritten. Thus, the underwriting obligations shall be for the entire hundred percent of
the Issue through the Draft Prospectus and shall not be restricted to the minimum subscription level.
Further, in accordance with Regulation 267 (2) of the SEBI ICDR Regulations, our Company shall
ensure that the minimum application size shall not be less than ₹1,00,000 (Rupees One Lakh) per
application.

RIGHT TO REJECT APPLICATIONS

In case of QIB Applicants, the Company in consultation with the Lead Managers may reject
Applications provided that the reasons for rejecting the same shall be provided to such Applicant in
writing. In case of Non Institutional Applicants, Retail Individual Applicants who applied, the
Company has a right to reject Applications based on technical grounds.

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GROUNDS FOR REJECTIONS

Applicants are advised to note that Applications are liable to be rejected inter alia on the following
technical grounds:

• Amount paid does not tally with the amount payable for the highest value of Equity Shares
applied for;

• In case of partnership firms, Equity Shares may be registered in the names of the individual
partners and no firm as such shall be entitled to apply;

• Application by persons not competent to contract under the Indian Contract Act, 1872 including
minors, insane persons;

• PAN not mentioned in the Application Form;

• GIR number furnished instead of PAN;

• Applications for lower number of Equity Shares than specified for that category of investors;

• Applications at a price other than the Fixed Price of the Issue;

• Applications for number of Equity Shares which are not in multiples of [●];

• Category not ticked;

• Multiple Applications as defined in the Draft Prospectus;

• ASBA Form by the Retail Individual Applicants by using third party bank accounts or using third
party linked bank account UPI IDs;

• In case of Application under power of attorney or by limited companies, corporate, trust etc.,
where relevant documents are not submitted;

• Applications accompanied by Stock invest/ money order/ postal order/ cash;

• Signature of sole Applicant is missing;

• Application Forms are not delivered by the Applicant within the time prescribed as per the
Application Forms, Issue Opening Date advertisement and the Draft Prospectus and as per the
instructions in the Draft Prospectus and the Application Forms;

• In case no corresponding record is available with the Depositories that matches three parameters
namely, names of the Applicants (including the order of names of joint holders), the Depository
Participant’s identity (DP ID) and the beneficiary’s account number;

• Applications for amounts greater than the maximum permissible amounts prescribed by the
regulations;

• Applications by OCBs;

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• Applications by US persons other than in reliance on Regulations or “qualified institutional
buyers” as defined in Rule 144A under the Securities Act;

• Applications not duly signed;

• Applications by any persons outside India if not in compliance with applicable foreign and
Indian laws;

• Applications by any person that do not comply with the securities laws of their respective
jurisdictions are liable to be rejected;

• Applications by persons prohibited from buying, selling or dealing in the shares directly or
indirectly by SEBI or any other regulatory authority;

• Applications by persons who are not eligible to acquire Equity Shares of the Company in terms of
all applicable laws, rules, regulations, guidelines, and approvals;

• Applications or revisions thereof by QIB Applicants, Non-Institutional Applicants where the

Application Amount is in excess of ₹ 2,00,000, received after 3.00 pm on the Issue Closing Date;

• Applications not containing the details of Bank Account and/or Depositories Account.

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EQUITY SHARES IN DEMATERIALIZED FORM WITH NSDL OR CDSL

To enable all shareholders of the Company to have their shareholding in electronic form, the
Company had signed the following tripartite agreements with the Depositories and the Registrar and
Share Transfer Agent:

➢ Tripartite agreement dated November 28, 2023 with NSDL, our Company and Registrar to the
Issue;

➢ Tripartite agreement dated December 15, 2023 with CDSL, our Company and Registrar to the
Issue;

➢ The Company’s shares bear an ISIN: INE0S2E01016

BASIS OF ALLOTMENT

Allotment will be made in consultation with NSE (The Designated Stock Exchange). In the event of
over subscription, the allotment will be made on a proportionate basis in marketable lots as set forth
here:

1. The total number of Shares to be allocated to each category as a whole shall be arrived at on a
proportionate basis i.e. the total number of Shares applied for in that category multiplied by the
inverse of the over subscription ratio (number of applicants in the category x number of Shares
applied for).

2. The number of Shares to be allocated to the successful applicants will be arrived at on a

proportionate basis in marketable lots (i.e. Total number of Shares applied for into the inverse of
the over subscription ratio).

3. For applications where the proportionate allotment works out to less than [●] equity shares the
allotment will be made as follows:

a) Each successful applicant shall be allotted [●] equity shares; and

b) The successful applicants out of the total applicants for that category shall be determined by
the drawal of lots in such a manner that the total number of Shares allotted in that category is
equal to the number of Shares worked out as per (2) above.

4. If the proportionate allotment to an applicant works out to a number that is not a multiple of [●]
equity shares, the applicant would be allotted Shares by rounding off to the lower nearest
multiple of [●] equity shares subject to a minimum allotment of [●] equity shares.

5. If the Shares allocated on a proportionate basis to any category is more than the Shares allotted to
the applicants in that category, the balance available Shares for allocation shall be first adjusted
against any category, where the allotted Shares are not sufficient for proportionate allotment to
the successful applicants in that category, the balance Shares, if any, remaining after such
adjustment will be added to the category comprising of applicants applying for the minimum
number of Shares.

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6. Since present issue is a fixed price issue, 1,52,000 Equity shares shall be reserved for Market
Maker and 28,48,000 Equity shares (Net Issue) will be allocated on a proportionate basis to Retail
Individual Applicants and other than Retail Individual Applicants in terms of Regulation 253 of
the SEBI (ICDR) Regulations, 2018 as follows:

a) 14,24,000 equity Shares shall be made available for allotment to Retail Individual Investors;
and

b) The balance net issue of shares to the public i.e. 14,24,000 equity Shares shall be made
available for allotment to Non-Institutional Investors, including Qualified Institution Buyers,
Corporate Bodies/ Institutions.

c) The unsubscribed portion in either of the categories specified in (a) or (b) above may be
allocated to the applicants in the other category.

Explanation: If the retails individual investor category is entitled to more than allocated portion on
proportionate basis, the retails individual investors shall be allocated that higher percentage.

Our Company shall ensure that out of total allocated shares to the Category “Non-Institutional
Investors, including Qualified Institution Buyers, Corporate Bodies/ Institutions”, at least 15% of net
issue of shares to the public shall be allocated to Non-Institutional Investors and not more than 50%
shall be allocated to Qualified Institution Buyers including allocation of 5% to Mutual Funds.

Please note that the Allotment to each Retail Individual Investor shall not be less than the minimum
application lot, subject to availability of Equity Shares in the Retail portion. The remaining available
Equity Shares, if any in Retail portion shall be allotted on a proportionate basis to Retail individual
Investor in the manner in this para titled “Basis of Allotment” of this Draft Prospectus.

“Retail Individual Investor” means an investor who applies for value of not more than ₹ 2,00,000.
Investors may note that in case of over subscription allotment shall be on proportionate basis and will
be finalized in consultation with the SME EMERGE Platform of NSE.

BASIS OF ALLOTMENT IN THE EVENT OF UNDER SUBSCRIPTION

In the event of under subscription in the Issue, the obligations of the Underwriter shall get triggered
in terms of the Underwriting Agreement. The Minimum subscription of 100% of the Issue size shall
be achieved before our company proceeds to get the basis of allotment approved by the Designated
Stock Exchange.

The Executive Director/Managing Director of the SME EMERGE Platform of NSE – the Designated
Stock Exchange in addition to Lead Managers and Registrar to the Public Issue shall be responsible to
ensure that the basis of allotment is finalized in a fair and proper manner in accordance with the SEBI
(ICDR) Regulations, 2018.

Issuance of a Confirmation of Allocation Note (“CAN”) and Allotment in the Issue

1. Upon approval of the basis of allotment by the Designated Stock Exchange, the Lead Managers or
Registrar to the Issue shall send to the SCSBs a list of their Applicants who have been allocated
Equity Shares in the Issue.

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2. The Registrar will then dispatch a CAN to their Applicants who have been allocated Equity
Shares in the Issue. The dispatch of a CAN shall be deemed a valid, binding and irrevocable
contract for the Applicant.

Communications

All future communications in connection with Applications made in this Issue should be addressed to
the Registrar quoting the full name of the sole or First Applicant, Application Form number,
Applicants Depository Account Details, number of Equity Shares applied for, date of Application
Form, name and address of the SCSB / Designated Intermediary, where the Application was
submitted and bank account number in which the amount equivalent to the Application Amount was
blocked.

Applicants can contact the Compliance Officer or the Registrar in case of any pre-issue or post-issue
related problems such as non-receipt of letters of Allotment, credit of allotted shares in the respective
beneficiary accounts, refund orders etc. In case of ASBA Applications submitted to the Designated
Branches of the SCSBs, the Applicants can contact the Designated Branches of the SCSBs.

Impersonation

Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 38
of the Companies Act, which is reproduced below:

“Any person who:

a) makes or abets making of an application in a fictitious name to a company for acquiring, or

subscribing for, its securities; or

b) makes or abets making of multiple applications to a company in different names or in

different combinations of his name or surname for acquiring or subscribing for its securities;
or

c) Otherwise induces directly or indirectly a company to allot, or register any transfer of,
securities to him, or to any other person in a fictitious name, shall be liable for action under
Section 447”

Section 447 of the Companies Act, 2013, is reproduced as below:

Without prejudice to any liability including repayment of any debt under this Act or any other law for the time
being in force, any person who is found to be guilty of fraud involving an amount of at least ten lakh rupees or
one per cent. Of the turnover of the company, whichever is lower shall be punishable with imprisonment for a
term which shall not be less than six months but which may extend to ten years and shall also be liable to fine
which shall not be less than the amount involved in the fraud, but which may extend to three times the amount
involved in the fraud:

Provided that where the fraud in question involves public interest, the term of imprisonment shall not be less
than three years.

Provided further that where the fraud involves an amount less than ten lakh rupees or one per cent. of the
turnover of the company, whichever is lower, and does not involve public interest, any person guilty of such

281
fraud shall be punishable with imprisonment for a term which may extend to five years or with fine which may
extend to twenty lakh rupees or with both.

Names of entities responsible for finalising the basis of allotment in a fair and proper manner

The authorised employees of the Stock Exchanges, along with the LM and the Registrar, shall ensure
that the Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure
specified in SEBI ICDR Regulations.

Procedure and Time of Schedule for Allotment and Demat Credit

Upon approval of the Basis of Allotment by the Designated Stock Exchange, the Registrar shall
upload the same on its website. On the basis of the approved Basis of Allotment, the Issuer shall pass
necessary corporate action to facilitate the Allotment and credit of Equity Shares. Bidders are advised
to instruct their Depository Participant to accept the Equity Shares that may be allotted to them
pursuant to the Issue.

Pursuant to confirmation of such corporate actions, the Registrar will dispatch Allotment Advice to
the Bidders who have been Allotted Equity Shares in the Issue.

Issuer will ensure that the Allotment of Equity Shares and corporate action for credit of shares to the
successful Bidders Depository Account will be completed within 3 Working Days of the Issue Closing
Date. The Issuer also ensures the credit of shares to the successful Bidder depository account is
completed within one Working Day from the date of Allotment, after the funds are transferred from
the Public Issue Account on the Designated Date.

Method of allotment as may be prescribed by SEBI from time to time

Our Company will not make any allotment in excess of the Equity Shares offered through the Issue
through the offer document except in case of over subscription for the purpose of rounding off to
make allotment, in consultation with the Designated Stock Exchange. Further, upon over
subscription, an allotment of not more than 1% of the net Issue to public may be made for the purpose
of making allotment in minimum lots.

The allotment of Equity Shares to applicants other than to the Retail Individual Investors shall be on a
proportionate basis within the respective investor categories and the number of securities allotted
shall be rounded off to the nearest integer, subject to minimum allotment being equal to the minimum
application size as determined and disclosed.

The allotment of Equity Shares to each Retail Individual Investor shall not be less than the minimum
bid lot, subject to the availability of shares in Retail Individual Investor category, and the remaining
available shares, if any, shall be allotted on a proportionate basis.

Letters of Allotment or Refund Orders or Instructions to the SCSBs

The Registrar to the Issue shall give instructions for credit to the beneficiary account with depository
participants within 3 Working Days from the Bid/ Issue Closing Date. the Registrar shall instruct the
relevant SCSBs to, on the receipt of such instructions from the Registrar, unblock the funds in the
relevant ASBA Account to the extent of the Bid Amount specified in the Bid cum Application Form or
the relevant part thereof, for withdrawn, rejected or unsuccessful or partially successful ASBA Bids
within 3 Working Days of the Bid/ Issue Closing Date.

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Mode of Refund

Within 3 Working Days of the Bid/ Issue Closing Date, the Registrar to the Issue may give instructions
to SCSBs for unblocking the amount in ASBA Account on unsuccessful Bid and also for any excess
amount blocked on Bidding.

Interest in Case of Delay in Allotment or Refund

The Issuer shall allot the equity shares offered to the public within the period prescribed by the
Board. The Issuer may pay interest at the rate of 15% per annum in case demat credits are not made to
Bidders or instructions for unblocking of funds in the ASBA Account are not dispatched within the 3
Working days of the Bid/ Issue Closing Date.

Undertaking by our Company

We undertake the following:

1) If our Company does not proceed with the Issue after the Issue Opening Date but before
allotment, then the reason thereof shall be given as a public notice to be issued by our Company
within two days of the Issue Closing Date. The public notice shall be issued in the same
newspapers where the Pre-Issue advertisements were published. The stock exchanges on which
the Equity Shares are proposed to be listed shall also be informed promptly;

2) If our Company withdraw the Issue after the Issue Closing Date, our Company shall be required
to file a fresh offer document with the RoC/SEBI, in the event our Company subsequently decides
to proceed with the Issue;

3) The complaints received in respect of the Issue shall be attended to by our Company
expeditiously and satisfactorily;

4) All steps for completion of the necessary formalities for listing and commencement of trading at
all the Stock Exchanges where the Equity Shares are proposed to be listed are taken within Three
Working Days of the Issue Closing Date;

5) Where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the applicant within 15 days from the Issue Closing Date, or such
time period as specified by SEBI, giving details of the bank where refunds shall be credited along
with amount and expected date of electronic credit of refund;

6) The funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed
shall be made available to the Registrar and Share Transfer Agent to the Issue by our Company;

7) Allotment is not made within the prescribed time period under applicable law, the entire
subscription amount received will be refunded/unblocked within the time prescribed under
applicable law. If there is delay beyond the prescribed time, our Company shall pay interest
prescribed under the Companies Act, 2013, the SEBI Regulations and applicable law for the
delayed period;

8) The certificates of the securities/refund orders to Eligible NRIs shall be dispatched within
specified time;

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9) No further Issue of Equity Shares shall be made till the Equity Shares offered through this Issue
Document are listed or until the Application monies are refunded on account of non-listing,
under-subscription etc;

10) Adequate arrangements shall be made to collect all Application Forms.

Utilization of Issue Proceeds

The Board of Directors of our Company certifies that:

1) All monies received out of the Issue shall be credited/ transferred to a separate bank account
other than the bank account referred to in sub section (3) of Section 40 of the Companies Act,
2013;

2) Details of all monies utilized out of the Issue shall be disclosed under an appropriate head in our
balance sheet indicating the purpose for which such monies have been utilized under an
appropriate separate head in the balance sheet of our Company indicating the purpose for which
such monies have been utilised;

3) Details of all unutilized monies out of the Issue, if any shall be disclosed under the appropriate
head in the balance sheet indicating the form in which such unutilized monies have been invested
and

4) Our Company shall comply with the requirements of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 in relation to the disclosure and monitoring of the
utilization of the proceeds of the Issue.

Our Company shall not have recourse to the Issue Proceeds until the approval for listing and trading
of the Equity Shares from the Stock Exchange where listing is sought has been received.

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 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the
Government of India and FEMA. While the Industrial Policy, 1991 prescribes the limits and the
conditions subject to which foreign investment can be made in different sectors of the Indian
economy, FEMA regulates the precise manner in which such investment may be made. Under the
Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of
Indian economy up to any extent and without any prior approvals, but the foreign investor is
required to follow certain prescribed procedures for making such investment. The government bodies
responsible for granting foreign investment approvals are FIPB and the RBI.

The Government has from time to time made policy pronouncements on FDI through press notes and
press releases. The Department of Industrial Policy and Promotion, Ministry of Commerce and
Industry, Government of India (“DIPP”), issued the Consolidated FDI Policy Circular of 2017 (“FDI
Policy”) with effect from August 28 2017, consolidates and supersedes all previous press notes, press
releases and clarifications on FDI issued by the DIPP that were in force and effect as on August 28,
2017. The Government proposes to update the consolidated circular on FDI Policy once every year
and therefore, the Consolidation FDI Policy will be valid until the DIPP issues an updated circular.

In terms of the FEMA NDI Rules, a person resident outside India may make investments into India,
subject to certain terms and conditions, and provided that an entity of a country, which shares land
border with India or the beneficial owner of an investment into India who is situated in or is a citizen
of any such country, shall invest only with government approval.

The transfer of shares by an Indian resident to a Non-Resident does not require the prior approval of
the FIPB or the RBI, provided that (i) the activities of the investee Company are under the automatic
route under the Consolidated FDI Policy and transfer does not attract the provisions of the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (ii) the non-resident
shareholding is within the sectoral limits under the Consolidated FDI Policy; and (iii) the pricing is in
accordance with the guidelines prescribed by SEBI/RBI.

Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT
and the Foreign Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came
into effect from April 22, 2020, any investment, subscription, purchase or sale of equity instruments
by entities of a country which shares land border with India or where the beneficial owner of an
investment into India is situated in or is a citizen of any such country (“Restricted Investors”), will
require prior approval of the Government, as prescribed in the Consolidated FDI Policy and the
FEMA Rules. Further, in the event of transfer of ownership of any existing or future foreign direct
investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling
within the aforesaid restriction/ purview, such subsequent change in the beneficial ownership will
also require approval of the Government. Furthermore, on April 22, 2020, the Ministry of Finance,
Government of India has also made a similar amendment to the FEMA Rules. Pursuant to the Foreign
Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020, a multilateral bank
or fund, of which India is a member, shall not be treated as an entity of a particular country nor shall
any country be treated as the beneficial owner of the investments of such bank of fund in India. Each
Bidder should seek independent legal advice about its ability to participate in the Offer. In the event
such prior approval of the Government of India is required, and such approval has been obtained, the
Bidder shall intimate our Company and the Registrar to the Offer in writing about such approval
along with a copy thereof within the Offer Period.

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As per the existing policy of the Government of India, OCBs cannot participate in this Issue and in
accordance with the extant FDI guidelines on sectoral caps, pricing guidelines etc. as amended by
Reserve bank of India, from time to time. Investors are advised to confirm their eligibility under the
relevant laws before investing and / or subsequent purchase or sale transaction in the Equity Shares of
our Company. Investors will not offer, sell, pledge or transfer the Equity Shares of our Company to
any person who is not eligible under applicable laws, rules, regulations, guidelines. Our Company,
the Underwriters and their respective directors, officers, agents, affiliates and representatives, as
applicable, accept no responsibility or liability for advising any investor on whether such investor is
eligible to acquire Equity Shares of our Company.

Investment conditions/restrictions for overseas entities

Under the current FDI Policy 2020, the maximum amount of Investment (sectoral cap) by foreign
investor in an issuing entity is composite unless it is explicitly provided otherwise including all types
of foreign investments, direct and indirect, regardless of whether it has been made for FDI, FPI,
NRI/OCI, LLPs, FVCI, Investment Vehicles and DRs under Foreign Exchange Management. (Non-
debt Instruments) Rules, 2019. Any equity holding by a person resident outside India resulting from
conversion of any debt instrument under any arrangement shall be reckoned as foreign investment
under the composite cap.

Portfolio Investment upto aggregate foreign investment level of 49% or sectoral/statutory cap,
whichever is lower, will not be subject to either Government approval or compliance of sectoral
conditions, if such investment does not result in transfer of ownership and/or control of Indian
entities from resident Indian citizens to non-resident entities. Other foreign investments will be
subject to conditions of Government approval and compliance of sectoral conditions as per FDI
Policy. The total foreign investment, direct and indirect, in the issuing entity will not exceed the
sectoral/statutory cap.

Investment by FPIs under Portfolio Investment Scheme (PIS)

With regards to purchase/sale of capital instruments of an Indian company by an FPI under PIS the
total holding by each FPI or an investor group as referred in SEBI (FPI) Regulations, 2014 shall not
exceed 10% of the total paid-up equity capital on a fully diluted basis or less than 10% of the paid-up
value of each series of debentures or preference shares or share warrants issued by an Indian
company and the total holdings of all FPIs put together shall not exceed 24% of paid-up equity capital
on fully diluted basis or paid up value of each series of debentures or preference shares or share
warrants. The said limit of 10% and 24% will be called the individual and aggregate limit,
respectively. However, this limit of 24 % may be increased up to sectoral cap/statutory ceiling, as
applicable, by the Indian company concerned by passing a resolution by its Board of Directors
followed by passing of a special resolution to that effect by its general body.

Investment by NRI or OCI on repatriation basis:

The purchase/sale of equity shares, debentures, preference shares and share warrants issued by an
Indian company (hereinafter referred to as "Capital Instruments") of a listed Indian company on a
recognised stock exchange in India by Non-Resident Indian (NRI) or Overseas Citizen of India (OCI)
on repatriation basis is allowed subject to certain conditions under Foreign Exchange Management
(Non-debt Instruments) Rules, 2019.

The total holding by any individual NRI or OCI shall not exceed 5% of the total paid-up equity capital
on a fully diluted basis or should not exceed 5% of the paid-up value of each series of debentures or

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preference shares or share warrants issued by an Indian company and the total holdings of all NRIs
and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully diluted basis
or shall not exceed 10% of the paid-up value of each series of debentures or preference shares or share
warrants; provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution to
that effect is passed by the general body of the Indian company.

Investment by NRI or OCI on non-repatriation basis

As per current FDI Policy 2020, Foreign Exchange Management (Non-debt Instruments) Rules, 2019,
Purchase/ sale of Capital Instruments or convertible notes or units or contribution to the capital of an
LLP by a NRI or OCI on non- repatriation basis – will be deemed to be domestic investment at par
with the investment made by residents. This is further subject to remittance channel restrictions.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as
amended ("US Securities Act") or any other state securities laws in the United States of America and
may not be sold or offered within the United States of America, or to, or for the account or benefit of
"US Persons" as defined in Regulation S of the U.S. Securities Act, except pursuant to exemption from,
or in a transaction not subject to, the registration requirements of US Securities Act and applicable
state securities laws.

Accordingly, the equity shares are being offered and sold only outside the United States of America
in an offshore transaction in reliance upon Regulation S under the US Securities Act and the
applicable laws of the jurisdiction where those offers and sale occur.

Further, no offer to the public (as defined under Directive 20003/71/EC, together with any
amendments) and implementing measures thereto, (the "Prospectus Directive") has been or will be
made in respect of the Issue in any member State of the European Economic Area which has
implemented the Draft Prospectus Directive except for any such offer made under exemptions
available under the Draft Prospectus Directive, provided that no such offer shall result in a
requirement to publish or supplement a Draft prospectus pursuant to the Draft Prospectus Directive,
in respect of the Issue.

Any forwarding, distribution or reproduction of this document in whole or in part may be

unauthorized. Failure to comply with this directive may result in a violation of the Securities Act or
the applicable laws of other jurisdictions. Any investment decision should be made on the basis of the
final terms and conditions and the information contained in this Draft Prospectus.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Application may not be made by
persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

The above information is given for the benefit of the Applicants. Our Company and the Lead
Manager are not liable for any amendments or modification or changes in applicable laws or
regulations, which may occur after the date of this Draft Prospectus. Applicants are advised to make
their independent investigations and ensure that the Applications are not in violation of laws or
regulations applicable to them and do not exceed the applicable limits under the laws and
regulations. Subsequent change in beneficial ownership will also require Government approval.

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 SECTION XI – MAIN PROVISIONS OF ARTICLES OF ASSOCIATION

ARTICLES OF ASSOCIATION

Of
VISHWAS AGRI SEEDS LIMITED

COMPANY LIMITED BY SHARES

(Incorporated under the Companies Act, 2013)

The following regulations comprised in the Articles of Association were adopted pursuant to the
member’s resolution passed at the Extra Ordinary General Meeting held on 26 th June, 2023 in
substitution for, and to the entire exclusion of, the earlier regulation comprised in the extant Articles
of Association of the Company.

A COMPANY LIMITED BY SHARES

PRELIMINARY

I. Assets to vest in the Company on its registration - The assets mentioned in the said
Schedule ‘A’ hereto shall vest in the Company on its registration free from all claims by the
parties hereto and pending the registration of the Company, the parties hereto shall hold
the assets in trust for the Company.
II. Company liable for obligations of M/s. VISHWAS AGRI SEEDS Limited. The Company shall
undertake, pay, observe, satisfy, perform and fulfil the agreements and the liabilities of
the parties hereto or the firm of M/s. VISHWAS AGRI SEEDS entered into or incurred in
their separate or joint names or in the name of the firm in relation to the said business, land,
buildings and assets brought in as aforesaid and shall indemnify them respectively and their
respective executors, administrators, estates and effects from and against all actions,
proceedings, damages, claims and demands in respect thereof.
III. Business deemed to be carried on Company’s behalf - The business in respect of the
said assets shall be deemed to have been carried on as from the date of these Articles on the
Company’s behalf and accordingly the parties hereto shall be allowed all payments made
and expenses incurred and shall account for all moneys and other benefits received by them
respectively in relation to such business as form that day.

Interpretation
(1) In these regulations -
(a) “the Act” means the Companies Act, 2013,
(b) “the seal” means the common seal of the company.

(2) Unless the context otherwise requires, words or expressions contained in these
regulations shall bear the same meaning as in the Act or any statutory modification
thereof in force at the date at which these regulations become binding on the
company.

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 Share Capital
1 The Authorised Share Capital of the Company shall be such amount and be divided into
such shares as may from time to time, be provided in clause V of Memorandum of
Association with power to Board of Directors to reclassify, subdivide, consolidate and
increase and with power from time to time, to issue any shares of the original capital or any
new capital with and subject to any preferential, qualified or special rights, privileges, or
conditions may be, thought fit and upon the sub -division of shares to apportion the right
to participate in profits, in any manner as between the shares resulting from sub-
division.
2 The Board may issue and allot shares in the Capital of the Company for consideration
other than cash.

Kinds of Share Capital

3 The Company may issue the following kinds of shares in accordance with these Articles, the
Act, the Rules and other applicable laws:
(a) Equity share capital:
(i) with voting rights; and / or
(ii) with differential rights as to dividend, voting or otherwise in accordance
with the Rules; and
(b) Preference share capital

Certificate of Shares
4 (i) Every person whose name is entered as a member in the register of members shall be
entitled to receive within two months after allotment or within one month from the
date of receipt by the Company of the application for the registration of transfer or
transmission or within such other period as the conditions of issue shall provide:
(a) one certificate for all his shares without payment of any charges; or several
certificates, each for one or more of his shares, upon payment of such charges as
may be fixed by the Board for each certificate after the first.
(ii) Every certificate shall be under the seal and shall specify the shares to which it
relates and the amount paid -up thereon.
(iii) In respect of any share or shares held jointly by several persons, the Company shall
not be bound to issue more than one certificate, and delivery of a certificate for a
share to one of several joint holders shall be sufficient delivery to all such
holders.
5 If any share certificate be worn out, defaced, mutilated or torn or if there be no further
space on the back for endorsement of transfer, then upon production and surrender thereof
to the Company, a new certificate may be issued in lieu thereof, and if any certificate is lost
or destroyed then upon proof thereof to the satisfaction of the Company and on execution
of such indemnity as the Board deems adequate, a new certificate in lieu thereof shall be
given. Every certificate under this Article shall be issued on payment of fees for each
certificate as may be fixed by the Board.
6 The provisions of the foregoing Articles relating to issue of certificates shall mutatis

289
 mutandis apply to issue of certificates for any other securities including debentures (except
where the Act otherwise requires) of the Company.
7 Except as required by law, no person shall be recognized by the company as holding any
share upon any trust, and the company shall not be bound by, or be compelled in any
way to recognize (even when having notice thereof) any equitable, contingent, future or
partial interest in any share, or any interest in any fractional part of a share, or (except only
as by these regulations or by law otherwise provided) any other rights in respect of any
share except an absolute right to the entirety thereof in the registered holder.

Commission for P l a c i n g of Shares

8 (1) Subject to the provisions of the Act, the Company may exercise the powers of paying
commissions to any person for subscribing or agreeing to subscribe (whether
absolutely or conditionally) for any shares, debentures or debenture- stock or
other securities of the Company or procuring or agreeing to procure subscriptions
(whether absolute or conditional) for shares, debentures or debenture- stock or other
securities of the Company provided that the rate per cent or the amount of the
commission paid or agreed to be paid shall be disclosed in the manner required by
Act and rule made thereunder.
(2) The amount of rate of commission shall not exceed the rate as may be fixed under the
Companies Act, 2013, the Rules and SEBI guidelines wherever applicable.
(3) The commission may be paid or satisfied (subject to the provisions of the Act and
these Articles) in cash or in share, debentures or debenture stock of the
Company, (whether fully paid or otherwise) or in any combination thereof.

Variation of Members’ Rights

9 (1) If at any time the share capital is divided into different classes of shares, the
rights attached to any class (unless otherwise provided by the terms or issue of
the shares of that class) may, subject to the provisions of the Act, and whether or not
the Company is being wound up, be varied with the consent in writing of the
holders of three-fourths of the issued shares of that class, or with the sanction of a
special resolution passed at a separate general meeting of the holders of the shares
of that class and all the provisions of these Articles relating to general meetings
shall mutatis mutandis apply, but so that the necessary quorum shall be two
persons at least holding or representing by proxy one- third of the issued shares of
the class in question.
(2) The rights conferred upon the holders of the shares of any class issued with
preferred or other rights shall not, unless otherwise expressly provided by the terms
of issue of the shares of that class, be deemed to be varied by the creation or issue of
further shares ranking pari-passu therewith.

10 Issue and redemption of preference shares

Subject to the provisions of the Act and Rules made in this behalf, the Board shall have the
power to issue or re- issue preference shares of one or more classes which are liable to be
redeemed, or converted to equity shares, on such terms and conditions and in such
manner as determined by the Board in accordance with the Act.

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 Further issue of capital
11 (1) The Board or the Company, as the case may be, may, in accordance with the Act
and the Rules, issue further shares to –
(a) persons who, at the date of offer, are holders of equity shares of the
Company; such offer shall be deemed to include a right exercisable by the
person concerned to renounce the shares offered to him or any of them in
favour of any other person; or
(b) employees under any scheme of employees’ stock option; or
(c) any persons, whether or not those persons include the persons referred to
in clause (a) or clause (b) above.
(2) A further issue of shares may be made in any manner whatsoever as the Board may
determine including by way of preferential offer or private placement, subject to and
in accordance with the Act and the Rules and SEBI guidelines.

Issue of Securities at a Premium

12 The Company shall have power to issue Securities at a premium and shall duly comply with
the provision of Sections 52 of the said Act.

LIEN
13 (1) The Company shall have a first and paramount lien –

(a) on every share (not being a fully paid share), for all monies (whether
presently payable or not) called, or payable at a fixed time, in respect of
that share; and
(b) on all shares (not being fully paid shares) standing registered in the name
of a member, for all monies presently payable by him or his estate to the
Company:
Provided that the Board may at any time declare any share to be wholly or in part
exempt from the provisions of this clause.
(2) The Company’s lien, if any, on a share shall extend to all dividends payable and
bonuses declared from time to time in respect of such shares.
14 The Company may sell, in such manner as the Board thinks fit, any shares on which
the Company has a lien:
Provided that no sale shall be made—
(a) unless a sum in respect of which the lien exists is presently payable; or
(b) until the expiration of fourteen days after a notice in writing stating and demanding
payment of such part of the amount in respect of which the lien exists as is presently
payable, has been given to the registered holder for the time being of the share or to
the person entitled thereto by reason of his death or insolvency.
15 (i) To give effect to such sale, the Board of Directors may authorise some person to transfer
the shares sold to the purchaser thereof
(ii) the purchaser shall be registered as the holder of the shares comprised in any such
transfer.

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 (iii) The purchaser shall not be bound to see to the application of the purchase money, nor
shall his title to the shares be affected by any irregularity or invalidity in the
proceedings in reference to the sale.
16 The net proceeds of the sale shall be received by the Company and shall be applied in or
towards payment of the amount in respect of which the lien exists as is presently
payable
17 The residue, if any, shall (subject to a like lien for debts or liabilities not presently payable as
existed upon the shares before the sale) be paid to the person entitled to the shares at
the date of the sale.
18 In exercising its lien, the Company shall be entitled to treat the registered holder of any
share as the absolute owner thereof and accordingly shall not (except as ordered by a court
of competent jurisdiction or unless required by any statute) be bound to recognise any
equitable or other claim to, or interest in, such share on the part of any other person,
whether a creditor of the registered holder or otherwise. The Company’s lien shall
prevail notwithstanding that it has received notice of any such claim.
19 The provisions of these Articles relating to lien shall mutatis mutandis apply to any other
securities including debentures of the Company.
POWER TO BORROW
20 The Board may, from time to time, and at its discretion, subject to the provisions of the
Companies Act, 2013 read with rules prescribed there under, to open and operate current,
overdrafts, loan, cash credit or deposit or any other type of accounts, in India or abroad, with
any banks, viz. public, private, cooperative bank, company, firm, association or person.
The Board may, from time to time, and at its discretion, subject to the provisions of the
Companies Act, 2013 read with rules prescribed thereunder, and these Articles, accept
deposits from Shareholders either in advance of calls or otherwise and generally raise or
borrow moneys, either from the Directors, their friends and relatives or from others for the
purposes of the Company and/or secure the payment of any such sum or sums of money,
provided however, where the moneys to be borrowed together with the moneys already
borrowed by the Company (apart from the temporary loans obtained from the Company's
bankers in ordinary course of business) and remaining outstanding and undischarged at
that time exceed the aggregate of the paid-up capital of the Company and its free reserves
(not being reserves set apart for any specific purpose), and securities premium amount, the
Board shall not borrow such money without the consent of the Company in a General
Meeting by an Special Resolution. The Board may raise and secure the payment of such sum
or sums in such manner and upon such terms and conditions as it thinks fit, and in
particular by receiving deposits, issue of bonds, debentures perpetual, redeemable,
debenture stock, or any security of the Company or by mortgage or charge on movable,
immovable, tangible and or intangible property or other security upon all or any part of
the property or undertaking of the Company (both present and future), including its
uncalled capital for the time being; provided that the Board shall not give any option or
right to any person for making calls on the Shareholders in respect of the amount unpaid for
the time being on the Shares held by them, without the previous sanction of the Company in
a General Meeting.

CALLS ON SHARES
21 (1) The Board may, from time to time, make calls upon the members in respect of any
monies unpaid on their shares (whether on account of the nominal value of the shares

292
 or by way of premium) and not by the conditions of allotment thereof made
payable at fixed times.
(2) Each member shall, subject to receiving at least fourteen days’ notice specifying the
time or times and place of payment, pay to the Company, at the time or times
and place so specified, the amount called on his shares.
(3) A call may be revoked or postponed at the discretion of the Board.
22 (1) A call shall be deemed to have been made at the time when the resolution of the Board
authorising the call was passed and may be required to be paid by instalments.
(2) The joint holders of a share shall be jointly and severally liable to pay all calls in
respect thereof.
23 If a sum called in respect of the shares is not paid before or on the day appointed for
payment thereof the person from whom the sum is due shall pay interest upon the sum at
such rate not exceeding 10% per annum or at such lower rate, if any, as the Board may
determine, but the Board of Directors shall be at liberty to waive payment of that interest
wholly or in part.
24 (1) Any sum which by the terms of issue of a share becomes payable on allotment or at
any fixed date, whether on account of the nominal value of the share or by way of
premium, shall, for the purposes of these Articles, be deemed to be a call duly
made and payable on the date on which by the terms of issue such sum becomes
payable.
(2) In case of non -payment of such sum, all the relevant provisions of these Articles as to
payment of interest and expenses, forfeiture or otherwise shall apply as if such sum
had become payable by virtue of a call duly made and notified.
25 The Board –
(a) may, if it thinks fit, receive from any member willing to advance the same, all or
any part of the monies uncalled and unpaid upon any shares held by him; and
(b) upon all or any of the monies so advanced, may (until the same would, but for such
advance, become presently payable) pay interest at such rate as may be fixed by the
Board. Nothing contained in this clause shall confer on the member (a) any right to
participate in profits or dividends or (b) any voting rights in respect of the moneys so
paid by him until the same would, but for such payment, become presently
payable by him.
26 Neither a judgement nor a decree in favour of Company for calls or other moneys due
in respect of any share, nor any part payment or satisfaction there under, nor the receipt by
the Company of a portion of any money which shall, from time to time, be due from
any member in respect of any share, either by way of principal or interest, nor any
indulgence granted by the Company in respect of the payment of any such money, shall
preclude the Company from thereafter proceeding to enforce a forfeiture of such shares
as hereinafter provided.
The provisions of these Articles relating to calls shall mutatis mutandis apply to any
other securities including debentures of the Company.

TRANSFER OF SHARES
27 (1) The instrument of transfer shall be in writing and all provisions of the
Companies Act, 2013 and of any statutory modification thereof for the time being
shall be duly complied within respect of all transfer of shares and the registration

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 thereof.

(2) The instrument of transfer of any share shall be signed by or on behalf of both
the transferor and the transferee and the transferor shall be deemed to remain the
holder of such share until the name of the transferee is entered in the Register in
respect thereof.

28 The Board may, subject to the right of appeal conferred by Section 58 of the Act, decline to
register any transfer of shares (not being fully paid shares) to a person of whom they shall
not approve and they may also decline to register any transfer of shares on which the
Company has a lien.

29 The Board of Directors may also decline to recognise any instrument of transfer unless:
a. the instrument of transfer is duly executed and is in the form as prescribed in the
Rules made under the Act;
b. the instrument of transfer is accompanied by the certificate of shares to which it
relates and such other evidence as the Board of Directors may reasonably require to
show the right of transferor to make the transfer; and
c. the instrument of transfer is in respect of only one class of shares.
30 On giving not less than seven days’ previous notice or such lesser period in
accordance with the Act and Rules made thereunder, the registration of transfers may be
suspended at such times and for such periods as the Board may from time to time
determine. Provided that such registration shall not be suspended for more than thirty
days at any one time or for more than forty-fiv e days in the aggregate in any year. The
provisions of these Articles relating to transfer of shares shall mutatis mutandis apply to
any other securities including debentures of the Company.

TRANSMISSION OF SHARES
31 (1) On the death of a member, the survivor or survivors where the member was a joint
holder, and his nominee or nominees or legal representatives where he was a sole
holder, shall be the only persons recognised by the Company as having any title to his
interest in the shares but nothing in this Article shall release the estate of a deceased
joint holder from any liability in respect of any share which had been jointly held by
him with other persons.
32 (1) Any person becoming entitled to a share in consequence of the death or insolvency of
member may, upon such evidence being produced as may from time to time, be
required by the Board and subject as hereinafter provided, elect either:
a. to be registered himself as holder of the shares; or
b. to make such transfer of the shares as the deceased or insolvent member could
have made.
(2) The Board shall, in either case, have the same right to decline or suspend
registration as they would have had, if the deceased or insolvent member had
transferred the shares before his death or insolvency.
33 (1) If the person so becoming entitled shall elect to be registered as holder of the shares
himself, he shall deliver or send to the Company a notice in writing by him

294
 stating that he so elects.
(2) If the person aforesaid shall elect to transfer the share, he shall testify his election by
executing a transfer of the share.
(3) All the limitations, restrictions and provisions or these regulations to the rights to
transfer and the registration of transfer of shares s hall be applicable to any such
notice or transfer as aforesaid as if the death or insolvency of the member had not
occurred and the notice of transfer were a transfer signed by that member.
(4) A person becoming entitled to a share by reason of the death or insolvency of the
holder shall be entitled to the same dividends and other advantages to which he
would be entitled if he were the registered holder of the share except that he shall not
before being registered as a member in respect of the share be entitle d in respect
of it to exercise any right conferred by membership in relation to meetings of the
Company.
Provided that the Board may, at any time, give notice requiring any such person to
elect either to be registered himself or transfer the share and if the notice is not
complied with within ninety days, the Board may thereafter withhold payment of
all dividends, bonuses or other monies payable in respect of the share, until the
requirements of the notice have been complied with.
34 The provisions of these Articles relating to transmission by operation of law shall mutatis
mutandis apply to any other securities including debentures of the Company.

FORFEITURE OF SHARES
35 If a member fails to pay any call or instalment of a call, on the day appointed for payment
thereof, the Board may at any time thereafter, during such time as the call or
instalment remains unpaid, serve a notice on him requiring to pay such call or instalment
together with interest which may have accrued.
36 The notice shall name a further day (not earlier than the expiry of fourteen days from the
date of service thereof) on or before which and the place where the payment required by
the notice is to be made, and shall state that in the event of non- payment on or before
the day and at the place appointed the shares in respect of which the call was made shall be
liable to be forfeited.
37 If the requirements of any such notice as aforesaid are not complied with, any share in
respect of which the notice has been given may at any time thereafter before the payment
required by the notice has been made, be forfeited by a Resolution of the Board of
Directors to that effect.
38 Neither the receipt by the Company for a portion of any money which may from time to
time be due from any member in respect of his shares, nor any indulgence that may be
granted by the Company in respect of payment of any such money, shall preclude the
Company from thereafter proceeding to enforce a forfeiture in respect of such shares as
herein provided. Such forfeiture shall include all dividends declared or any other moneys
payable in respect of the forfeited shares and not actually paid before the forfeiture.

39 When any share shall have been so forfeited, notice of the forfeiture shall be given to the
defaulting member and an entry of the forfeiture with the date thereof, shall forthwith be
made in the register of members but no forfeiture shall be invalidated by any omission
or neglect or any failure to give such notice or make such entry as aforesaid.

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40 The forfeiture of a share shall involve extinction at the time of forfeiture, of all interest
in and all claims and demands against the Company, in respect of the share and all other
rights incidental to the share.
41 A forfeited share shall become the property of the Company and may be sold, re-allotted or
otherwise disposed of, either to the person who was before forfeiture the holder thereof or
entitled thereof or entitled thereto, or to any other person, upon such terms and in such
manner as the Board thinks fit, and at any time before a sale, re -allotment or disposition the
forfeiture may be cancelled on such terms as it thinks fit.
42 A member whose shares have been forfeited shall cease to be a Member in respect of the
forfeited shares, but shall not withstanding the forfeiture remain liable to pay to the
Company all moneys which at the date of forfeiture were presently payable by him to
the Company in respect of the shares, with interest thereon at such rate as the Board
may determine.
43 A duly verified declaration in writing that the declarant is a Director, the Manager or the
Secretary of the Company, and that a share has been duly forfeited on a date stated in the
declaration, shall be conclusive evidence of the facts therein stated as against all persons
claiming to be entitle d to the share.
44 Upon any sale after forfeiture or for enforcing a lien in exercise of the powers
hereinabove given, the Board may, if necessary, appoint some person to execute an
instrument for transfer of the shares sold and cause the purchaser’s name to be entered
in the Register of Members in respect of the shares sold and after his name has been
entered in the Register of Members in respect of such shares the validity of the sale
shall not be impeached by any person.
45 Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles,
the certificate(s), if any, originally issued in respect of the relative shares shall (unless
the same shall on demand by the Company has been previously surrendered to it by the
defaulting member ) stand cancelled and become null and void and be of no effect, and
the Board shall be entitled to issue a duplicate certificate(s) in respect of the said shares
to the person(s) entitled thereto.
46 The Board may, subject to the provisions of the Act, accept a surrender of any share
from or by any member desirous of surrendering them on such terms as they think fit.
47 The provisions of these Articles as to forfeiture shall apply in the case of non-payment
of any sum which by the terms of issue of a share, becomes payable at a fixed time
whether on account of the nominal value of the share or by way of premium, as if the
same had been payable by virtue of a call duly made and notified.
48 The provisions of these Articles relating to forfeiture of shares shall mutatis mutandis
apply to any other securities including debentures of the Company.

ALTERATION OF CAPITAL
49 Subject to the provisions of the Act, the Company may Ordinary Resolution–
(a) increase the share capital by such sum, to be divided into shares of such
amount as it thinks expedient;
(b) consolidate and divide all or any of its share capital into shares of larger amount

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 than its existing shares;
(c) convert all or any of its fully paid-up shares into stock, and reconvert that stock
into fully paid-up shares of any denomination;
(d) sub-divide its existing shares or any of them into shares of smaller amount than is
fixed by the memorandum;
(e) cancel any shares which, at the date of the passing of the resolution, have not
been taken or agreed to be taken by any person.
50 Where any shares have been converted into stock:
a. the holders of such stock may transfer the same, or any part thereof, in the same
manner and subject to the same regulations as and subject to which the shares from
which the stock arose might previously to conversion have been transferred or as near
thereto as circumstances admit, but the Board may from time to time, if it thinks fit, fix
the minimum amount of stock transferable, with power nevertheless at its discretion
to waive the observance of such rules in any particular case, provided that such
minimum shall
not exceed the nominal amount of the shares from which the stock arose.
b. the holders of stock shall, according to the amount of stock held by them, have the
same rights, privileges and advantages as regards dividends, voting at meetings of the
Company, and other matters, as if they held the shares from which the stock arose;
but no such privilege or advantage (except participation in the dividends and profits
of the Company and in the assets on winding up) shall be conferred by an amount of
stock which would not, if existing in shares, have conferred that privilege or
advantage.
c. such of these Articles of the Company as are applicable to paid -up shares shall
apply to stock and the words “share” and “shareholder”/“member” shall include
“stock” and “stock -holder” respectively.
51 The Company may, by resolution as prescribed by the Act, reduce in any manner and in
accordance with the provisions of the Act and the Rules, —
(a) its share capital; and/or
(b) any capital redemption reserve account; and/or
(c) any securities premium account; and/or
(d) any other reserve in the nature of share capital.

JOINT HOLDERS
52 Where two or more persons are registered as joint holders of any share, they shall be
deemed to hold the same as joint tenants with benefit of survivorship, subject to the
following provisions:
a. The person whose name stands first on the register in respect of such shares shall
alone be entitled to delivery of certificate thereof.
b. Any one of such persons may give effectual receipts for any dividend, bonus or
return of capital payable in respect of such share and such joint holders shall be
severally, as well as jointly liable for payment of all instalments and calls due in
respect of such share/ shares.
c. Any one of two or more joint-holders may vote at any meeting either personally or by

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 attorney or by proxy in respect of such shares as if he were solely entitled thereto
and if more than one of such joint holders be present at any meeting personally or
by proxy or by attorney then that one of such persons so present whose name
stands first or higher (as the case may be) on the register in respect of such
shares shall alone be entitled to vote in respect thereof. Several executors or
administrators, of a deceased member in whose names any share stands shall be for
the purpose of this Article be deemed joint holders thereof;
d. On death of any one or more of such joint holders, the survivors shall be the
only persons, recognised by the Company as having any title to or interest in such
share, but the Directors may require such evidence of death as they may deem
fit, and nothing herein contained shall be taken to release the estate of a deceased
joint holder from any liability on shares held by him jointly with any other person.
e. The provisions of these Articles relating to joint holders of shares shall mutatis
mutandis apply to any other securities including debentures of the Company
registered in joint names.

CAPITALISATION OF PROFITS
53 (1) The Company in General Meeting may, upon the recommendation of the Board,
resolve:
a. that it is desirable to capitalise any part of the amount for the time being
standing to the credit of the Company’s reserve accounts or to the credit of the
Profit & Loss Account or otherwise available for distribution; and
b. that such sum is accordingly set free for distribution in the manner
specified in clause (2) amongst the members who would have entitled thereto if
distributed by way of dividend and in the same proportion.

(2) The sum aforesaid shall not be paid in cash but shall be applied, subject to the
provisions contained in clause (3) either in or towards;
i. paying up any amounts for the time being unpaid on shares held by such
members respectively;
ii. paying up in full, unissued shares of the Company to be allotted and
distributed, credited as fully paid up, to and amongst such members in the
proportions aforesaid; or
iii. partly in the way specified in sub-clause (i) and partly in that specified in sub-
clause (ii).
(3) A securities premium account and a capital redemption reserve account or any other
permissible reserve account may, for the purposes of this Article, be applied in paying
up of unissued shares to be issued to members of the Company as fully paid
bonus shares;
(4) The Board shall give effect to the resolution passed by the Company in pursuance of
this Article.
54 (1) Whenever such a resolution as aforesaid shall have been passed, the Board shall:
a. make all appropriations and applications of the undivided profits resolved to
be capitalised thereby and all allotments and issues of fully paid shares, if
any, and

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 b. generally, do all acts and things required to give affect thereto.
(2) The Board shall have full power:
a. to make such provisions, by the issue of fractional certificates or by
payment in cash or otherwise as it thinks fit, for the case of shares or other
securities becoming distributable in fractions; and
b. to authorise any person to enter, on behalf of all the members entitled thereto,
into an agreement with the Company providing for the allotment to them
respectively, credited as fully paid-up, of any further shares or other
securities to which they may be entitled upon such capitalisation, or (as the
case may require) for the payment by the Company on their behalf, by the
application thereto of their respective proportions of profits resolved to be
capitalised, of the amount or any part of the amounts remaining unpaid on
their existing shares.
(3) Any agreement made under such authority shall be effective and binding on such
members.

BUY-BACK OF SHARES
55 Notwithstanding anything contained in these Articles but subject to all applicable
provisions of the Act or any other law for the time being in force, the Company may
purchase its own shares or other specified securities.

GENERAL MEETINGS
56 All general meetings other than annual general meeting shall be called extraordinary general
meeting.
57 The Board may, whenever it thinks fit, call an extraordinary general meeting. A General
Meeting of the Company may be called by giving at least clear twenty-one days’ notice in
writing or through electronic mode but a General Meeting may be called after giving shorter
notice if consent is given in writing or by electronic mode by not less than ninety five percent
of the members entitled to vote at such meeting. The accidental omission to give notice to or
the non- receipt of notice by, any member or other person to whom it should be given shall
not invalidate the proceedings at the meeting.

PROCEEDINGS AT GENERAL MEETINGS

58 (1) No business shall be transacted at any general meeting unless a quorum of

members is present at the time when the meeting proceeds to business.
(2) No business shall be discussed or transacted at any general meeting except
election of Chairperson whilst the Chair is vacant.
(3) The quorum for a general meeting shall be as provided in the Act.
59 The Chairperson of the Company shall preside as Chairperson at every general meeting of
the Company.
60 If there is no such Chairperson, or if he is not present within fifteen minutes after the
time appointed for holding the meeting, or is unwilling to act as chairperson of the
m e e t i n g , the directors present shall elect one of their members to be Chairperson of
the meeting.

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61 If at any meeting no director is willing to act as Chairperson or if no director is present
within fifteen minutes after the time appointed for holding the meeting, the members
present shall choose one of their members to be Chairperson of the meeting.
62 On any business at any general meeting, in case of an equality of votes, whether on a
show of hands or electronically or on a poll, the Chairperson shall have a second or
casting vote.
63 The Chairman shall exercise an absolute discretion in the matters as are or could
reasonably be regarded as defamatory of any person, irrelevant or immaterial to the
proceedings or detrimental to the interests of the Company.
The minutes of the meeting kept in accordance with the provisions of the Act shall be
evidence of the proceedings recorded therein.

ADJOURNMENT OF MEETING
64 The Chairman of the meeting may suo-moto or with the consent of any meeting at which a
quorum is present (and shall if so, directed by the meeting) adjourn the meeting from
time to time and from place to place, but no business shall be transacted at any
adjourned meeting other than the business left unfinished at the meeting from which
the adjournment took place. When a meeting is adjourned for thirty days or more,
notice of the adjourned meeting shall be given as in the case of an original meeting. Save as
aforesaid, it shall not be necessary to give any notice on an adjournment or of the business
to be transacted at an adjourned meeting.

VOTING RIGHTS
65 Subject to any rights or restrictions for the time being attached to any class or classes
of shares–
(a) on a show of hand s, every member present in person shall have one vote; and
(b) on a poll, the voting rights of members shall be in proportion to his share in the
paid-up equity share capital of the company.

66 A member may exercise his vote at a meeting by electronic means in accordance with
the Act and shall vote only once.
67 In case of joint holders, the vote of the senior who tenders a vote whether in person
or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for
this purpose, seniority shall be determined by the order in which the names stand in the
Register of Members.
68 A member of unsound mind, or in respect of whom an order has been made by any court
having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his
committee or other legal guardian, and any such committee or guardian may, on a poll,
vote by proxy, provided that such evidence as the Board may require of the authority of
the person claiming to vote shall have been deposited at the office or such other office
of the Company as may from time to time be designated by the Board, not less than
forty eight hours before the time for holding the meeting or adjourned meeting at which
such person claims to vote. If any member be a minor, the vote in respect of his share or
shares shall be by his guardian or any one of his guardians.
69 Any business other than that upon which a poll has been demanded may be proceeded with,

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 pending the taking of the poll.
70 No member shall, unless the Board otherwise determines, be entitled to vote at any
General Meeting, either personally or by proxy, or to exercise any privilege as a Member
unless all calls or other sums presently payable by him in respect of shares in the
Company have been paid or in regard to which the Company has exercised any right
of lien.
71 No objection shall be raised to the qualification of any voter except at the meeting or
adjourned meeting at which the vote objected to his given or tendered, and every vote
not disallowed at such meeting shall be valid for all purposes. Any such objection
made in due time shall be referred to the Chairman of the meeting, whose decision
shall be final and conclusive.

PROXY
72 (1) Any member entitled to attend and vote at a general meeting of the Company shall be
entitled to appoint any person or attorney whether a member or not as his proxy to
attend and vote instead of himself, but the proxy so appointed shall not, unless be a
member, have any right to speak at the meeting and shall not be entitled to vote
except on a poll.
(2) The instrument appointing a proxy and the power -of-attorney or other authority, if
any, under which it is signed or a notarised copy of that power or authority, shall
be deposited at the registered office of the Company not less than 48 hours before the
time for holding the meeting or adjourned meeting at which the person named in the
instrument proposes to vote, and in default the instrument of proxy shall not be
treated as valid.
73 An instrument appointing a proxy shall be in the form as prescribed in the Rules.
74 A vote given in accordance with the terms of an instrument of proxy shall be valid,
notwithstanding the previous death or insanity of the principal or the revocation of the
proxy or of the authority under which the proxy was executed, or the transfer of the shares
in respect of which the proxy is given:
Provided that no intimation in writing of such death, insanity, revocation or transfer shall
have been received by the Company at its office before the commencement of the meeting or
adjourned meeting at which the proxy is used.

BOARD OF DIRECTORS
75 a. Unless otherwise determined by the Company in general meeting, the number of
directors shall not be less than 3 (three) and shall not be more than 15 (Fifteen).
On the date of adoption of this Articles of Association, the following shall be
Directors of the Company:
1. Ashokbhai Shibabhai Gajera
2. Dineshbhai Madhabhai Suvagiya
3. Bharatbhai Shibabhai Gajera
b. Subject to the provisions of Section 149 of the Act, the Company may from time to
time by Special Resolution increase or reduce the number of Directors within the
limits fixed by these Articles, and may also determine in what rotation the increased
or reduced number is to vacate the office. A person appointed as a Director shall not
act as a Director unless he gives his consent to hold the office as director and such

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consent has been filed with the Registrar within thirty days of his appointment in
such manner as prescribed in the relevant Rules. The Directors shall appoint one
woman direct or as per the requirements of section 149 of the Act.
(i) The Company shall appoint such number of Independent Directors as it may
deem fit, for a term specified in the resolution appointing him. An
Independent Director may be appointed to hold office for a term of up to five
consecutive years on the Board of the Company and shall be eligible for re-
appointment on passing of Special Resolution and such other compliances as
may be required in this regard. No Independent Director shall hold office for
more than two consecutive terms. The provisions relating to retirement of
directors by rotation shall not be applicable to appointment of Independent
Directors.
(ii) Not less than two-thirds of the total number of Directors of the Company
shall:
(a) be persons whose period of office is liable to determination by retirement
of Directors by rotation; and
(b) save as otherwise expressly provided in the said Act; be appointed by the
Company in General Meeting.
Explanation: - for the purposes of this Article “total number of Directors”
shall not include Independent Directors appointed on the Board of the
Company. The remaining Directors of the Company shall also be
appointed by the Company in General Meeting except to the extent that
the Articles otherwise provide or permit.
(iii) The remaining Directors of the Company shall also be appointed by the
Company in General Meeting except to the extent that the Articles otherwise
provide or permit.
(iv) Subject to the provisions of Section 152 of the Act at every Annual General
Meeting, one- third of such of the Directors for the time being as are liable
to retire by rotation, or if their number is not three or a multiple of three,
then the number nearest to one -third, shall retire from office.
(v) The Directors to retire by rotation at every Annual General Meeting shall be
those who have been longest in office since their last appointment, but as
between persons who become Directors on the same day, those who are to
retire shall, in default of and subject to any agreement among themselves, be
determined by lot. A retiring Director shall be eligible for re-election.
(vi) At the Annual General Meeting at which a director retires as aforesaid, the
Company may fill up the vacancy by appointing the retiring Director or some
other person thereto.
(vii) If the place of the retiring Director is not so filled up and the meeting has not
expressly resolved not to fill the vacancy, the meeting shall stand adjourned till
the same day in the next week, at the same time and place, or if that day is a
National Holiday, till the next succeeding day which is not a holiday, at the
same time and place.
(viii) If at the adjourned meeting also, the place of the retiring Director is not filled up
and that meeting also has not expressly resolved not to fill the vacancy, the
retiring Director shall be deemed to have been re - appointed at the adjourned
meeting unless: -
(a) at the meeting or at the previous meeting a resolution for the
reappointment of such Director has been put to the meeting and lost;

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 (b) the retiring Director has, by a notice in writing addressed to the
Company or its Board of Directors, expressed his unwillingness to be
so re-appointed;
(c) he is not qualified or is disqualified for appointment;
(d) a resolution, whether special or ordinary, is required for his appointment
or re- appointment by virtue of any provisions of the said Act; or
(ix) The Whole-time Directors shall be liable to retire by rotation.
76 (I) The remuneration of the directors shall, in so far as it consists of a monthly
payment, be deemed to accrue from day-to-day.

(ii) In addition to the remuneration payable to them in pursuance of the Act, the directors
may be paid all travelling, hotel and other expenses properly incurred by them
—
(a) in attending and returning from meetings of the Board of Directors or any
committee thereof or general meetings of the company; or
(b) in connection with the business of the company.
77 The Board may pay all expenses incurred in setting up and registering the company.
78 The company may exercise the powers conferred on it by section 88 with regard to the
keeping of a foreign register; and the Board may (subject to the provisions of that
(section) make and vary such regulations as it may think fit respecting the keeping of
any such register.
The remuneration payable to the Directors, including any Managing or Whole - time
Director or Manager, if any, shall be determined in accordance with and subject to the
provisions of the Act by a resolution passed by the Company in General Meeting.
All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable
instruments, and all receipts for monies paid to the Company, shall be signed, drawn,
accepted, endorsed, or otherwise executed, as the case may be, by such person and in such
manner as the Board shall from time to time by resolution determine.
79 The Board of Directors shall have power at any time, and from time to time, to appoint any
person other than a person who fails to get appointed as a director in a general
meeting, as an additional director at any time who shall hold office only up to the date of
the next Annual General Meeting, or the last date on which the annual general meeting
should have been held, whichever is earlier, but shall be eligible for appointment by the
Company at that meeting subject to the provisions of the Act.

POWERS OF BOARD
80 The management and business of the Company shall be vested in the Board of Directors,
who may exercise all such powers of the Company as are not by the Act or any statutory
modification thereof for the time being in force, or by these presents, required to be exercised
by the Company in General Meeting, subject nevertheless to any regulation of these
presents, to the provisions of the said Act, and to such regulations being not inconsistent
with the aforesaid regulations or provision s as may be prescribed by the Company in
General Meeting, but no regulation made by the Company in General meeting shall
invalidate any prior act of the Board which would have been valid if that regulation had
not been made.

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81 Subject to the provisions of Section 179 of the Act and other provisions of the Act and
rules there under, the Board may delegate from time to time and at any time to
committee formed out of the Directors any of its powers, authorities, and discretion for
the time being vested in the Board and any such delegations may be made on such terms
and subject to such conditions as the Board may think fit.

PROCEEDINGS OF THE BOARD

82 The Board of Directors may meet together for the conduct of business, adjourn and
otherwise regulate their meeting and proceedings, as they think fit.

A Director may, and the Manager or Secretary on requisition of a Director shall, at any time
at any time summon a meeting of the Board. Subject to provisions of Section 173 (3) of the
Act, notice of not less than s even days of every meeting of the Board of Directors of the
Company shall be given in writing to every Director at his address registered with the
company and shall be sent by hand delivery or by post or through electronic means. The
meeting of the Board may be called at a shorter notice to transact urgent business subject to
the condition that at least one Independent Director, if any, of the Company shall be present
at the meeting. In the event, any Independent Director is not present at the meeting
called at shorter notice, the decision taken at such meeting shall be circulated to all the
directors and shall be final only on ratification thereof by at least one Independent
Director.
83 The quorum for a meeting of the Board shall be one -third of its total strength (any fraction
contained in that one third being rounded off as one), or two directors whichever is higher
and the directors participating by video conferencing or by other audio-visual means shall
also be counted for the purposes of quorum. Provide d that where at any time the number of
interested Directors exceeds or is equal to two -thirds of the total strength, the number of the
remaining Directors, that is to say, the number of the Directors who are not interested, being
not less than two, shall be the quorum during such time.
Explanation: The expressions “interested Director” shall have the meanings given in Section
184(2) of the said Act and the expression “total strength” shall have the meaning as given in
Section 174 of the Act.
With regard to every meeting conducted through video conferencing or other permitted
means, the scheduled venue of the meetings shall be deemed to be in India, for the purpose
of specifying the place of the said meeting and for all recordings of the proceedings at the
meeting.
84 (1) Save as otherwise expressly provided in the Act, a meeting of the Board for the time
being at which a quorum is present shall be competent to exercise all or any of the
authorities, powers and discretions by or under the regulations of the Company for
the time being vested in or exercisable by the Directors generally and all
questions arising at any meeting of the Board shall be decided by a majority of
the votes.
(2) In case of an equality of votes, the Chairperson of the Board, if any, shall have a
second or casting vote.
85 The continuing Directors may act notwithstanding any vacancy in the Board; but, if and so
long as their number is reduced below the quorum fixed by the Act for a meeting of
the Board, the continuing Directors or Director may act for the purpose of increasing
the number of Directors to that fixed for the quorum, or of summoning a general
meeting of the Company, but for no other purpose.

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86 (i) the Board may elect a chairperson of its meetings and determine the period for
which he is to hold office.
(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not
present within fifteen minutes after the time appointed for holding the meeting, the
Directors present may choose one of their members to be Chairperson of the
meeting.
87 (1) The Board may, subject to the provisions of the Act, delegate any of its powers to
Committees consisting of such member or members of its body as it thinks fit.
Any Committee so formed shall, in the exercise of the powers so delegated, conform
to any regulations that may be imposed on it by the Board.

(2) The participation of Directors in a meeting of the Committee may be either in person
or through video conferencing or audio-visual means or teleconferencing, as may be
prescribed by the Rules or permitted under law.
(i) A Committee may elect a chairperson of its meetings unless the Board, while
constituting a committee, has appointed a Chairperson of such Committee. If no
such Chairperson is elected, or if at any meeting the Chairperson is not present within
fifteen minutes after the time appointed for holding the meeting, the members
present may choose one of their members to be Chairperson of the meeting.
88 (i) A Committee may meet and adjourn as it thinks fit.
(ii) Questions arising at any meeting of a Committee shall be determined by a majority of
votes of the members present. In case of an equality of votes, the Chairperson of the
Committee shall have a second or casting vote.

89 All acts done in any meeting of the Boar d or of a Committee thereof or by any person
acting as a Director, shall, notwithstanding that it may be afterwards discovered that there
was some defect in the appointment of any one or more of such Directors or of any person
acting as aforesaid or that they or any of them were disqualified be as valid as if every such
Director or such person had been duly appointed and was qualified to be a Director.
90 Subject to the provisions of the Act, resolutions of the Board may be passed by
circulation, if the resolution has been circulated in draft, together with necessary papers,
if any, to all the Directors or members of the committee, as the case may be, at their
addresses registered with the company in India by hand delivery or by post or by
courier, or through such electronic means as may be prescribed and has been approved by a
majority of the directors or members, who are entitled to vote on the resolution:
Provided that, where not less than one-third of the total number of Directors of the
Company for the time being require that any resolution under circulation must be
decided at a meeting, the Chairperson shall put the resolution to be decided at a
meeting of the Board.
A resolution under sub-section (1) shall be noted at a subsequent meeting of the Board or
the committee thereof, as the case may be, and made part of the minutes of such
meeting.

Key Managerial Personnel

91 Subject to the provisions of the Act, a Key Managerial Personnel may be appointed by the

305
 Board for such term at such remuneration and upon such conditions as it may think fit
and the Key Managerial Personnel so appointed may be removed by means of a
resolution in the Board Meeting.

REGISTERS
92 The Company shall keep and maintain at its registered office all statutory registers namely,
register of charges, register of members, register of debenture holders, register of any other
security holders, the register and index of beneficial owners and annual return, register
of loans, guarantees, security and acquisitions, register of investments not held in its own
name and register of contracts and arrangements for such duration as the Board may,
unless otherwise prescribed, decide, and in such manner and containing such particulars
as prescribed by the Act and the Rules.

93 (a) The Company may exercise the powers conferred on it by the Act with regard to
the keeping of a foreign register; and the Board may (subject to the provisions of
the Act) make and vary such regulations as it may think fit respecting the keeping of
any such register.
(b) The foreign register shall be open for inspection and may be closed, and extracts
may be taken there from and copies thereof may be required, in the same manner,
mutatis mutandis, as is applicable to the register of members.

THE SEAL
94 (i) The Board shall provide a common seal for the Company and shall have power from
time to time to destroy the same, substitute a new seal in lieu thereof, and the
common seal shall be kept at the Registered Office of the Company and committed to
the custody of the Whole-time/ Managing Director or the Secretary if there is one.
(ii) The seal of the company shall not be affixed to any instrument except by the
authority of a resolution of the Board or of a committee of the Board authorised by it
in that behalf, and except in the presence of anyone Director or the Secretary or such
other person as the Board/ Committee may appoint for the purpose shall sign
every instrument to which the seal of the company is so affixed in their
presence.

DIVIDENDS AND RESERVE

95 The Company in General Meeting may declare dividends but no dividend shall exceed the
amount recommended by the Board.
96 Subject to the provisions of the Act, the Board may from time to time pay to the members
such interim dividends of such amount on such class of shares and at such times as it
may think fit.
97 (1) The Board may, before recommending any dividend, set aside out of the profits of the
Company such sums as it thinks fit as a reserve or reserves which shall, at the
discretion of the Board, be applied for any purpose to which the profits of the
Company may be properly applied, including provision for meeting contingencies or
for equalising dividends; and pending such application, may, at the like discretion,
either be employed in the business of the Company or be invested in such investments

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 (other than shares of the Company) as the Board may, from time to time, think fit.
(2) The Board may also carry forward any profits which it may consider necessary
not to divide, without setting them aside as a reserve.
98 (1) Subject to the rights of persons, if any, entitled to shares with special rights as to
dividends, all dividends shall be declared and paid according to the amounts paid or
credited as paid on the shares in respect whereof the dividend is paid, but if and
so long as nothing is paid upon any of the shares in the Company, dividends may be
declared and paid according to the amounts of the shares.
(2) No amount paid or credited as paid on a share in advance of calls shall be
treated for the purposes of this Article as paid on the share.
(3) All dividends shall be apportioned and paid proportionately to the amounts paid or
credited as paid on the shares during any portion or portions of the period in respect
of which the dividend is paid; but if any share is issued on terms providing that it
shall rank for dividend as from a particular date such share shall rank for
dividend accordingly.
99 The Board may deduct from any dividend payable to any member all sums of money, if any,
presently payable by him to the Company on account of calls or otherwise in relation to the
shares of the Company.
100 (1) Any dividend, interest or other monies payable in cash in respect of shares may be
paid by electronic mode or by cheque or warrant sent through the post directed to the
registered address of the holder or, in the case of joint holders, to the registered
address of that one of the joint holders who is first named on the register of members,
or to such person and to such address as the holder or joint holders may in
writing direct.
(2) Every such electronic transfer, cheque or warrant shall be made payable to the
order of the person to whom it is sent or to such person as the holder or joint holders
may, direct the payment of the cheque or warrant if purporting to be duly endorsed
shall be a good discharge to the Company. Payment in any way whatsoever shall be
made at the risk of the person entitled to the money represented thereby.
101 Any one of two or more joint holders of a share may give effective receipts for any
dividends, bonuses or other monies payable in respect of such share.
102 Notice of any dividend that may have been declared shall be given to the persons entitled to
share thereto in the manner mentioned in the Act.
103 No dividend shall bear interest against the Company.

ACCOUNTS AND AUDIT

104 The Board of Directors shall from time to time determine whether and to what extent
and at what times and places and under what conditions or regulations the accounts and
books and documents of the Company or any of them shall be open to the inspection of the
members, and no member (not being a Director) shall have any right of inspecting any
account or books or documents of the Company except as conferred by statute or
authorised by the Directors or by the resolution of the Company in General Meeting. The
Books of Accounts shall be kept and maintained at the Registered Office of the Company or
at such other place in accordance with the provision of the Act and rules.
105 The auditors of the company shall be appointed, their remuneration shall be fixed, rights,
duties and liabilities shall be regulated and their qualifications and disqualifications shall be
in accordance with applicable provisions of the Companies Act, 2013.

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 WINDING UP
106 Subject to the applicable provisions of the Act and the Rules made thereunder –
(a) If the Company shall be wound up, the liquidator may, with the sanction of a special
resolution of the Company and any other sanction required by the Act, divide
amongst the members, in specie or kind, the whole or any part of the assets of the
Company, whether they shall consist of property of the same kind or not.
(b) For the purpose aforesaid, the liquidator may set such value as he deems fair upon
any property to be divided as aforesaid and may determine how such division shall
be carried out as between the members or different classes of members.
(c) The liquidator may, with the like sanction, vest the whole or any part of such
assets in trustees upon such trusts for the benefit of the contributories if he considers
necessary, but so that no member shall be compelled to accept any shares or other
securities whereon there is any liability.

INDEMNITY AND INSURANCE

107 Every officer of the company shall be indemnified out of the assets of the company against
any liability incurred by him in defending any proceedings, whether civil or criminal, in
which judgment is given in his favour or in which he is acquitted or in which relief is
granted to him by the court or the Tribunal

GENERAL POWER
108 Wherever in the Act, it has been provided that the Company shall have any right, privilege
or authority or that the Company could carry out any transaction only if the Company is so
authorized by its articles, then and in that case this Article authorizes and empowers the
Company to have such rights, privileges or authorities and to carry such transactions as have
been permitted by the Act, without there being any specific Article in that behalf herein
provided.

SECRECY CLAUSE
109 Subject to provision of the Companies Act, 2013, no member shall be entitled to inspect the
Company works without the permission of the Director, or Managing Director, or to require
discovery of or any information respecting any details of the Company’s manufacturing
process, technology, marketing strategies, trading or any matter which is or may be in the
nature of a trade secret, mystery of trade or secret process which may relate to the
conduct of the business of the Company and which in the opinion of the Directors it will
be inexpedient in the interests of the Company to communicate to the public.
110 Every Director, Managing Director, Manager, Company Secretary, Auditor, Trustee,
Members of a Committee, Officer, Servant, Agent, Accountant or other person employed in
the business of the Company, shall if so required by the Directors before entering upon
his duties, or at any time during his term of office, sign a declaration pledging himself to
observe strict secrecy respecting all transactions of the Company and the state of accounts
and in matters relating thereto, and shall by such declaration pledge himself not to
reveal any of the matters which may come to his knowledge in the discharge of his
duties except when required so to do by the Directors or any meeting or by a Court of
Law or by the person to whom such matters relate and expect so far as may be necessary in

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order to comply with any of the provisions of these Articles or law.

Details of Changes in Articles of Association of Association from time to time*

S.N. Date Nature of Change

01 01.02.2020 Adoption of Articles of Association in line with the Companies
Act, 2013
02 26.06.2023 Alteration of Articles of Association in line with Companies Act,
2013 for conversion of Vishwas Agri Seeds Private Limited into
Vishwas Agri Seeds Limited.

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 SECTION XII – OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following contracts which have been entered or are to be entered into by the
Company (not being contracts entered into in the ordinary course of business carried on by the
Company or contracts entered into more than two years before the date of this Draft Prospectus
which are or may be deemed material have been attached to the copy of the Draft Prospectus
delivered to the ROC for registration. Copies of the above-mentioned contracts and also the
documents for inspection referred to hereunder, may be inspected at the Registered Office between
10:00 a.m. and 5:00 p.m. on all Working Days from Application/Issue Opening Date until the
Application/Issue Closing Date.

A. Material Contracts

1. Memorandum of Understanding dated December 21, 2023 between our Company and the Lead
Manager.

2. Memorandum of Understanding dated December 29, 2023 between our Company and the
Registrar to the Issue.

3. Escrow Agreement dated [●] between our Company, the Lead Manager, Escrow Collection
Bank(s) and the Registrar to the Issue.

4. Market Making Agreement dated January 06, 2024 between our Company, the Lead Manager
and Market Maker.

5. Underwriting Agreement dated January 06, 2024 between our Company, the Lead Manager
and Market Maker.

6. Tripartite agreement between the NSDL, our Company and the Registrar dated November 28,
2023.

7. Tripartite agreement between the CDSL, our Company and the Registrar dated December 15,
2023.

8. We have entered into a Clearing & Forwarding (C&F) agreement with M/s Palod Logistics,
Indore- Madhya Pradesh, dated 1st May 2023.

B. Material Documents

1. Certified true copies of the Memorandum and Articles of Association of our Company, as
amended from time to time.

2. Copy of Certificates of Incorporation of ‘Vishwas Agri. Seeds Limited’

3. Resolution of the Board of Directors meeting dated December 14, 2023 authorizing the Issue.

4. Shareholders’ resolution passed at the Extra Ordinary General Meeting dated December 20,
2023 authorizing the Issue.

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5. Auditor’s report for Restated Financials dated December 31, 2023 included in this raft
Prospectus.

6. The Statement of Tax Benefits dated December 31, 2023 from our Statutory Auditors.

7. Consent of our Directors, Chief Financial Officer, Statutory Auditor, Lead Manager, Banker to
the Company, Legal Advisor to the Issue, Registrar to the Issue, Market Maker , Underwriters
and Banker to the Issue and Sponsor Bank as referred to in their specific capacities.

8. Due Diligence Certificate(s) dated [●] of the Lead Managers to be submitted to SEBI along with
the filing of the Prospectus.

9. Approval from NSE vide letter dated [●] to use the name of NSE in this Issue Document for
listing of Equity Shares on the EMERGE Platform of the NSE.

10. Copy of Sanction letter from HDFC Bank Ltd. Dated 19th July 2023 for ₹ 2946.30 lakhs as
working capital and term loan for purchase of plant and machinery for seed processing unit
located at Near Toll Tax, S. No. 460, Gangad Road,Bhayla, Bhayla, Ahmedabad, Bavla, Gujarat,
India. – 382220.

11. Index copy of Sale deed dated 26th November 2021 for Acquisition of Industrial Land of
Rs.388.85 lacs at Bhayla, Gujarat.

12. Copy of Form No. CHG-1 filed with ROC dated 6th November 2023 for modification of the
charge created for Corporate Guarantee of Rs.620.00 lacs given for credit facility availed by Vraj
Hybrid Seeds Limited from HDFC Bank Limited.

Any of the contracts or documents mentioned in this Draft Prospectus may be amended or modified
at any time if so required in the interest of our Company or if required by the other parties, without
reference to the shareholders subject to compliance of the provisions contained in the Companies Act
and other relevant statutes.

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 DECLARATION

Date: 16th January,2023

Place: Ahmedabad

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