PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

Please scan this QR code to view this
Prospectus

UMA EXPORTS LIMITED

Corporate Identity Number: U14109WB1988PLC043934

 

 

Rees ees nn E-mail and Telephone
‘Ganga Jamuna Apartment 28/1, NA ‘Sriti Singh Roy, Company Secretary | Email: cs@umaexports.net.in iWaumaexports.net
Shakespeare Sarani, Ist Floor, and Compliance Officer Tel: +91 33 22811396 /7

Kolkata 700 017, West Bengal, India

SON Ce ees ee ee ew ATE eae

PYRE SSR RUA
‘Type Fresh Issue Size Total Issue Size Eligibility & Share Reservation among QIB, NII & RIL

 

 

‘The Issue was made pursuant to Regulation 6(1) of the SEBI ICDR Regulations. For further details,
Fresh Issue 5,999.85 lakis, 5,999.85 lakhs see “Other Regulatory and Statutory Disclosures ~ Eligibility for the Issue” on page 281. For details
in relation to share reservation among QIBs, NIls, and RIBs see “Issue Structure” on page 298.

 

 

 

 

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. The Floor Price, Cap Price and Issue
Price (determined and justified by our Company in consultation with the Book Running Lead Manager, in accordance with the SEBI ICDR Regulations, and on the basis of the assessment of market demand for
the Equity Shares by way of the Book Building Process as stated in the section entitled “Basis for Issue Price” on page 101 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
EAS
Investments 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 entire 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 invol ed. 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 the contents of the Red Herring Prospectus and this Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” on page 21 of this Red Herring Prospectus and this Prospectus,
RS ON UNO MIRON EY
‘Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus and this Prospectus contains all information with regard to our Company and this,
Issue, which is material in the context of this Issue, that the information contained in this Red Herring Prospectus and this 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 Red Herring Prospectus and this 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 the Red Herring Prospectus and this Prospectus are proposed to be listed on the BSE and the NSE. Our Company has received an ‘in-principle™ approval from the BSE and the
NSE for the listing of the Equity Shares pursuant to letters dated November 03, 2021 and November 12, 2021, respectively. For the purposes of the Issue, the Designated Stock Exchange was BSE. A signed
copy of the Red Herring Prospectus and this Prospectus and the Prospectus shall be delivered for registration to the RoC. in accordance with Section 26(4) of the Companies Act, 2013. For details of the material
contracts and documents available for inspection from the date of the Red Herring Prospectus and this Prospectus up to the Bid/ Issue Closing Date, sce “Material Contracts and Documents for Inspection” on
page 351 of this Red Herring Prospectus and this Prospectus.

ERTS UNINC RENN PRE

Corporate Capital Ventures Crass

‘Mir. Kulbhushan Parashar | Name of Registrar to the Issue: ‘Name of Contact Person: Mr. Sharwan Mangla
+91 11 - 41824066 91 11 - 26387281/ 82/83

91 11 — 41824066 MAS Services Limited 91 11 - 26387384

kp@cevindia.com Email: info@masserv.com

 

 

 

 

 

   

 

 

 

 

 

 

a

 

 

‘Name of Book Running Lead Manager:

  

Corporate Capitalventures Private
Limited

   

 

ISSUE OPENED ON MONDAY, MARCH 28, 2022
ISSUE CLOSED ON WEDNESDAY, MARCH 30, 2022

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

UMA EXPORTS LIMITED

Companies, West Bengal. Subsequently, pursuant to a special resolution of our Shareholders passed in an extra-ordinary general meeting dated December 14, 2009, our Company was converted from a private
limited company to a public limited company and consequently the name of our Company was changed to ‘Uma Exports Limited”, and a fresh certificate of incorporation dated March 25, 2010 was issued to our
‘Company by the Registrar of Companies, West Bengal. For details of change in the name of our Company and Registered Office of our Company, see “History and Certain Corporate Matters” on page 151 of this
Registered Office: Ganga Jamuna Apartment 28/1, Shakespeare Sarani, 1st Floor, Kolkata 700 017, West Bengal, India; Telephone: +91 33 22811396 / 7
Contact Person: Sriti Singh Roy, Company Secretary and Compliance Officer E-mail: cs@umaexports.net in: Website: www.umaexports.net;
Corporate Identity Number: U14109WB1988PLC043934

INITIAL PUBLIC OFFERING OF 88,23,320* EQUITY SHARES OF FACE VALUE @ 10 EACH (“EQUITY SHARES”) OF OUR COMPANY FOR CASH AT A PRICE OF  68/- PER EQUITY,

SHARE (INCLUDING A SECURITIES PREMIUM OF @ 58/- PER EQUITY SHARE) (THE “ISSUE PRICE”), AGGREGATING TO % 5,999.85 LAKHS (“ISSUE”). THE ISSUE SHALL

CONSTENTVE BU OF SHERULLY OIL feeb Pour EeUr oAIUP EAUTTY SARE CAPTIAL'OF OUM COMPANT

GI nat TerPINALGAPION OF Tile Uiets BEALL TNE

 

 

The Issue was made in terms of Rule 19(2)(b)() of the Securities Contract (Regulation) Rules, 1957, as amended ("SCRR") read with Regulation 31 of the SEBIICDR Regulations, the Issue was made Tor at
least 25% of the post-Issue paid-up Equity Share capital of our Company. The Issue was made through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations, wherein
not more than 2% of the Issue was available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs” and such portion the “QIB Portion”) provided that 5% of the QIB Portion was
available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion was available for allocation on a proportionate basis to all QIB Bidders including Mutual Funds,
subject to valid Bids received at or above the Issue Price. Further, not less than 29% of the Issue was available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 69% of the
Issue was available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations subject to valid Bids received at or above the Issue Price. All potential Bidders were required to
mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process providing details of their respective bank account (including UPI ID in case of RIBs) which was blocked by the SCSBs, or
the bank accounts linked with the UPLID, as applicable, to participate in the Issue. For details, please see the section entitled “Issue Procedure” on page 301.
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. The Floor Price, Cap Price and Issue
Price (determined and justified by our Company in consultation with the Book Running Lead Manager, in accordance with the SEBI ICDR Regulations, and on the basis of the assessment of market demand for
the Equity Shares by way of the Book Building Process as stated in the section entitled “Basis for Issue Price” on page 101 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.

En
Investments 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 entire 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 the contents of this Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” on page 21 of this this Prospectus,

XS O NUN a RONEN

‘Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and this Issue, which is material in the
context of this Issue, that the information contained in this 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 Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material
respect.

 

 

 

 

 

 

   

 

 

 

 

 

 

SING
“The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. Our Company has received an “in-principle’ approval from the BSE and the NSE for the listing
of the Equity Shares pursuant to letters dated November 03, 2021 and November 12, 2021, respectively. For the purposes of the Issue, the Designated Stock Exchange was BSE. A signed copy of the Red Herring
Prospectus was delivered and this Prospectus shall be filed with the RoC in accordance with Section 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents available for
inspection from the date of the Red Herring Prospectus until the Bid/ Issue Closing Date, see “Material Contracts and Documents for Inspection” on page 351 of this Prospectus.

EDLC U RENCE XE ES

CC,

 

 

Corporate Capital Ventures

@racc

 

CORPORATE CAPITALVENTURES PRIVATE LIMITED
BI/E13, First Floor, Mohan Co-operative Industrial Estate,
Mathura Road, New Delhi — 110044,

Tel: +91 11 - 41824066;

Fax: +91 11 - 41824066

Email: kp@ecvindia.com

Website: www.ccvindia.com

SEBI Registration: INM000012276

Validity: Permanent

Contact Person: Mr. Kulbhushan Parashar

 

MAS SERVICES LIMITED
‘T-34, 2nd Floor, Okhla Industrial Area,
Phase - Il, New Delhi -110020, India;
Tel: +91 11 - 26387281/ 82/83;

Fax: +91 11 - 26387384

Email: info@masserv.com

Website: www.masserv.com

SEBI Registration: INR 000000049
Validity: Permanent

Contact Person: Mr. Sharwan Mangla
JE PROGRAMME

 

 

 

 

 

 

ISSUE OPENED ON
ISSUE CLOSED ON

 

MONDAY, MARCH 28, 2022
WEDNESDAY, MARCH 30, 2022

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

This page has been intentionally left blank
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

TABLE OF CONTENTS

SECTION I - GENERAL...
DEFINITIONS AND ABBREVIATIONS.
CERTAIN CONVENTIONS, USE OF FI
CURRENCY OF PRESENTATION ......
FORWARD - LOOKING STATEMENTS.
OFFER DOCUMENT SUMMARY
SECTION II-RISK FACTORS.
SECTION II - INTRODUCTION
THE ISSUE...
SUMMARY OF FINANCIAL INFORMATION..
GENERAL INFORMATION....
CAPITAL STRUCTURE
OBJECTS OF THE ISSUE
BASIS FOR ISSUE PRICE
STATEMENT OF TAX BENEFITS.......
SECTION IV - ABOUT THE COMPANY.
INDUSTRY OVERVIEW......

OUR BUSINESS.......

KEY INDUSTRIAL REGULATIONS AND POLICIES
HISTORY AND CERTAIN CORPORATE MATTERS
OUR SUBSIDIARY .
OUR MANAGEMENT.
OUR PROMOTERS AND PROMOTER GROUP
OUR GROUP COMPANIES...
RELATED PARTY TRANSACTION:
DIVIDEND POLICY......
SECTION V — FINANCIAL INFORMATION.
RESTATED FINANCIAL INFORMATION...
RESTATED STATEMENT OF CAPITALISATION .
OTHER FINANCIAL INFORMATION ...
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITIONAND RESULTS OF
OPERATIONS cc-sncoxesssnssissnsanonsssarresssononssnastnssvedessnevossunseneesenoxessonnoasiedovevassuonsananssehnsiabntnenbenenevesnsse 251
FINANCIAL INDEBTEDNESS .....
SECTION VI- LEGAL AND OTHER INFORMATION.
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS..
GOVERNMENT AND OTHER STATUTORY APPROVALS ..
OTHER REGULATORY AND STATUTORY DISCLOSURES
SECTION VII —- ISSUE INFORMATION .....
TERMS OF THE ISSUE.
ISSUE STRUCTURE
ISSUE PROCEDURE
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES.
SECTION VIII- DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF
ASSOCIATION ...
SECTION IX- OTHER INFORMATION......
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION.
DECLARATION......

 

 
 
  
 
 
  
 
 
 
 
 
 
 

 

 

 
 
 
  
 
  
 
 
 
  
 
 

 

 

 

 
 
 
 
  

 

 

 

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS

The Red Herring Prospectus and this Prospectus uses certain definitions and abbreviations which, unless the
context otherwise specified or indicates, requires or implies, shall have the meaning as provided below.
References to any legislations, acts, regulation, rules, guidelines, circulars, notifications, policies or clarifications
shall be deemed to include all amendments, supplements or re-enactments and modifications thereto notified from
time to time and any reference to a statutory provision shall include any subordinate legislation made from time
to time under such provision.

The words and expressions used in the Red Herring Prospectus and this Prospectus but not defined herein shall
have, to the extent applicable, the meanings ascribed to such terms under the Companies Act, the SEBI ICDR
Regulations, the SCRA, the Depositories Act or the rules and regulations made thereunder. If there is any
inconsistency between the definitions given below and the definitions contained in the General Information
Document (defined hereinafter), the following definitions shall prevail.

General Terms

 

Term Description

“Company”, “our Uma Exports Limited, a company incorporated under the Companies Act, 1956, having its
Company”, “Uma”, registered office at Ganga Jamuna Apartment 28/1, Shakespeare Sarani, 1st Floor, Kolkata 700
“the Company”, “the 017, West Bengal, India.

Issuer” or “UEL”

“we”, “us”, or “our” Unless the context otherwise indicates or implies, refers to our Company.

 

Company Related Terms

 

Tem Description
Articles / Articles of The Articles / Articles of Association of our Company, as amended from time to time.
Association / AoA
Audit Committee The committee of the Board of Directors constituted as our Company’s audit committee in
accordance with Regulation 18 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”) and
Section 177 of the Companies Act, 2013. For details, see “Our Management” on page 157 of the
Red Herring Prospectus and this Prospectus.
Auditor / Statutory Statutory and peer review auditor of our Company, namely, M/s. Mamta Jain & Associates,
Auditor/ Peer Review Chartered Accountants.
Auditor
Board / Board of Board of directors of our Company or a duly constituted committee thereof.
Directors

 

 

 

 

 

 

 

 

 

 

 

Chairman ‘The Chairman of our Board of Directors.

Chairperson The Chairperson of our Company.

Chief Financial Manmohan Saraf, the Chief Financial Officer of our Company.

Officer / CFO

Company Secretary Sriti Singh Roy, the Company Secretary and the Compliance Officer of our Company.

and Compliance

Officer

Corporate Social The committee of the Board of directors constituted as our Company's corporate social
Responsibility responsibility committee in accordance with Section 135 of the Companies Act, 2013. For details,
Committee see “Our Management” on page 157 of the Red Herring Prospectus and this Prospectus.
Director(s) ‘The director(s) on the Board of our Company, unless otherwise specified.

Equity Shares Equity shares of our Company of face value of % 10 each.

Executive Directors Executive directors of our Company.

Group Companies Companies (other than our Subsidiary) with which there have been related party transactions,

during the last three financial years, as covered under the applicable accounting standards and other
companies as considered material by the Board in accordance with the Materiality Policy. As on
date of the Red Herring Prospectus and this Prospectus, our Company does not have any group
companies.

Independent ‘The independent director(s) of our Company, in terms of Section 2(47) and Section 149(6) of the

Director(s) Companies Act, 2013.
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

Term

Description

 

IPO Committee

‘The committee of our Company constituted pursuant to a resolution passed by our Board on July
7, 2021 to facilitate the process of the Issue, as described in “Our Management” on page 157 of
the Red Herring Prospectus and this Prospectus.

 

Key Managerial
Personnel / KMP

Key management personnel of our Company in terms of the Companies Act, 2013 and the SEBI
ICDR Regulations as described in the subsection titled “Our Management — Key Managerial
Personnel” on page 157 of the Red Herring Prospectus and this Prospectus.

 

Managing _ Director/
MD

Mr. Rakesh Khemka is the managing director of our Company.

 

Materiality Policy

‘A policy adopted by our Company, in its Board meeting held on July 7, 2021, for identification
of group companies, material creditors and material litigations.

 

Memorandum of
Association / MoA

Memorandum of Association of our Company, as amended from time to time.

 

Nomination and
Remuneration
Committee

The committee of the Board of directors reconstituted as our Company's Nomination and
Remuneration committee in accordance with Regulation 19 of the SEBI Listing Regulations and
Section 178 of the Companies Act, 2013. For details, see “Our Management” on page 157 of the
Red Herring Prospectus and this Prospectus.

 

Non-executive
Directors

Non-executive Directors of our Company.

 

Promoter Group

‘The persons and entities constituting the promoter group of our Company in terms of Regulation
2(1)(pp) of the SEBI ICDR Regulations. For details, see “Our Promoters and Promoter Group”
on page 174 of the Red Herring Prospectus and this Prospectus.

 

 

 

Promoters ‘The promoters of our Company, namely Rakesh Khemka and Sumitra Devi Khemuka. For further
details, please see the section entitled “Our Promoters and Promoter Group” on page 174 of the
Red Herring Prospectus and this Prospectus.

Registered Office The registered office of our Company situated at Ganga Jamuna Apartment 28/1, Shakespeare
Sarani, Ist Floor, West Bengal 700017, India

Registrar of _ Registrar of Companies, Kolkata, West Bengal.

Companies/ RoC

 

Restated Financial
Statements /Restated
Financial Information/
Restated Consolidated
Financial Information

Restated consolidated financial statements of our Company and its Subsidiary for the Fiscals
2021, 2020 and 2019 and six months period ended September 30, 2021 prepared in accordance
with Ind AS and examined by the Auditor in accordance with the requirements of the Companies
Act and restated in accordance with the provisions of the SEBI ICDR Regulations.

For details, see “Financial Information” on page 184 of the Red Herring Prospectus and this
Prospectus.

 

 

Shareholders Shareholders of our Company, from time to time.
Stakeholders” The committee of the Board of Directors constituted as our Company's Stakeholders”
Relationship Relationship Committee in accordance with Regulation 20 of the SEBI Listing Regulations. For
Committee details, see “Our Management” on page 157 of the Red Herring Prospectus and this Prospectus.

 

Subsidiary’ _ Wholly
Owned Subsidiary

‘The wholly-owned subsidiary of our Company, namely, U.E.L. International FZE.

 

Issue Related Terms

 

 

Term Description
‘Acknowledgement The slip or document issued by the Designated Intermediary(ies) to a Bidder as proof of
Slip registration of the Bid Cum Application Form.

 

Allot/ Allotment/
Allotted

Unless the context otherwise requires, the issue and allotment of the Equity Shares pursuant to
the Issue to the successful Bidders.

 

Allotment Advice

Note or advice or intimation of Allotment sent to each successful Bidder who have been or are to
be Allotted Equity Shares after the Basis of Allotment has been approved by the Designated Stock
Exchange.

 

 

Allottee A successful Bidder to whom the Equity Shares are Allotted.
“Anchor Investor No portion was allocated to Anchor Investor in the Issue. .
Portion

 

“Anchor Investor(s)

‘A Qualified Institutional Buyer, applying under the Anchor Investor portion for a minimum Bid
of at least % 1,000 lakhs, in accordance with the SEBI ICDR Regulations.

 

‘Application
Supported by Blocked
Amount/ ASBA

‘An application, whether physical or electronic, used by a Bidder to make a Bid and authorize a
SCSB to block the Bid Amount in the ASBA account and will include amounts blocked by SCSB
upon acceptance of UPI Mandate Request by RIBs using the UPI Mechanism.

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

Term Description

"ASBA Account ‘A bank account maintained with an SCSB which may be blocked by such SCSB or the account
of the RIBs blocked upon acceptance of UPI Mandate Request by the RIBs using the UPI
Mechanism to the extent of the Bid Amount of the ASBA Bidder.

ASBA Bid ‘A Bid made by an ASBA Bidder including all revisions and modifications thereto as permitted
under the SEBI ICDR Regulations.

‘ASBA Bidders All Bidders who make a Bid pursuant to the terms of the Red Herring Prospectus and this
Prospectus and the Bid cum Application Form.

‘ASBA Form ‘An application form (with and without the use of UPI, as may be applicable), whether physical or

electronic, used by the ASBA Bidders and which was considered as an application for Allotment
in terms of the Red Herring Prospectus and this Prospectus and the Prospectus.

 

Banker(s) to the Issue

Banks which are clearing members and registered with SEBI as bankers to an issue and with
whom the Public Issue Account was opened, in this case being ICICI Bank Limited.

 

Basis of Allotment

Basis on which the Equity Shares will be Allotted to successful Bidders under the Issue and which
is described in “Issue Procedure” on page 301 of the Red Herring Prospectus and this Prospectus.

 

Bid Amount

The highest value of optional Bids indicated in the Bid cum Application Form and payable by the
Bidder or as blocked in the ASBA Account, as the case may be, upon submission of the Bid in
the Issue.

 

Bid cum Application
Form

The ASBA Form including through UPI mode (as applicable), as the context requires.

 

Bid Lot

220 Equity Shares and in multiple of 220 Equity Shares, thereafter.

 

Bid(s) /Bidding

‘An indication to make an offer during the Bid/Issue Period by an ASBA Bidder pursuant to
submission of the ASBA Form, including through UPI mode (as may be applicable), to subscribe
to or purchase the Equity Shares of our Company at a price within the Price Band, including all
revisions and modifications thereto as permitted under the SEBI ICDR Regulations and in terms
of the Red Herring Prospectus and this Prospectus and Bid cum Application form.

The term “Bidding” shall be construed accordingly.

 

Bid/ Issue Closing
Date

The date after which the Designated Intermediaries will not accept any Bids, being March 30,
2022.

Our Company, in consultation with the BRLM, may consider closing the Bid/ Issue Period for
QIBs one (1) Working Day prior to the Bid/ Issue Closing Date in accordance with the SEBI
ICDR Regulations.

 

 

 

 

 

 

Bid/Issue Opening The date on which the Designated Intermediaries shall start accepting ASBA Bids for the Issue

Date being March 28, 2022.

Bid/ Issue Period The period between the Bid/ Issue Opening Date and the Bid/ Issue Closing Date, inclusive of
both days, during which the Bidders can submit their Bids, including any revisions thereof, in
accordance with the SEBI ICDR Regulations.

Our Company, in consultation with the BRLM, may consider closing the Bid/ Issue Period for
QIBs one (1) Working Day prior to the Bid/ Issue Closing Date in accordance with the SEBI
ICDR Regulations.

Bidder’ Applicant ‘Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus
and this Prospectus and the Bid cum Application Form and unless otherwise stated or implied
includes an ASBA Bidder.

Bidding Centres The centres at which the Designated Intermediaries shall accept the Bid cum Application Forms
i.e. Designated Branches for SCSBs, Specified Locations for Members of the Syndicate, Broker
Centres for Registered Brokers, Designated RTA Locations for RTAs and Designated CDP
Locations for CDPs.

Book Building The book building process, as provided in Schedule XIII of the SEBI ICDR Regulations, in terms

Process of which the Issue was made.

Book Running The book running lead manager to the Issue, being Corporate Capital Ventures Private Limited.

Lead Manager/

BRLM

 

Broker Centres

Broker centres notified by the Stock Exchanges, where Bidders can submit the ASBA Forms to a
Registered Broker.

The details of such Broker Centres, along with the names and contact details of the Registered
Brokers are available on the websites of the respective Stock Exchanges (www.bseindia.com and
www.nseindia.com) and are updated from time to time.

 

 

 

 

Cap Price The higher end of the Price Band, subject to any revisions thereto, above which the Issue Price
will not be finalised and above which no Bids were accepted.
Client ID Client identification number maintained with one of the Depositories in relation to demat account.

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

Term Description
Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with SEBI and
Participant(s)/ CDP(s) who is eligible to procure Bids at the Designated CDP Locations in terms of circular no.

CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI as per the list
available on the websites of BSE (www.bseindia.com) and NSE (www.nseindia.com).

 

 

 

Controlling Branches

Such branches of SCSBs which coordinate Bids under the Issue with the BRLM, the Registrar
and the Stock Exchanges, a list of which is available on the website of SEBI at
http://www.sebi.gov.in.

 

 

Cut-off Price

The Issue Price, finalised by our Company in consultation with the BRLM, which was the price
within the Price Band.

Only Retail Individual Bidders (subject to the Bid Amount being up to % 200,000) are entitled to
Bid at the Cut-off Price. QIBs and Non-Institutional Bidders are not entitled to Bid at the Cut-off
Price.

 

Demographic Details

Details of the Bidders including the Bidder’s address, name of the Bidder’s father’ husband,
investor status, occupation, bank account details and UPI ID wherever applicable.

 

 

 

 

 

 

 

 

 

 

 

Designated CDP Such locations of the CDPs where ASBA Bidders can submit the ASBA Forms.

Locations
The details of such Designated CDP Locations, along with names and contact details of the
Collecting Depository Participants eligible to accept ASBA Forms are available on the respective
websites of the Stock Exchanges. (www.bseindia.com and www.nseindia.com).

Designated Date The date on which the Escrow Collection Bank(s) transfer funds from the Escrow Account to the
Public Issue Account or the Refund Account, as the case may be, and the instructions are issued
to the SCSBs (in case of RIBs using UPI mechanism, instruction issued through the Sponsor
Banks) for the transfer of amounts blocked by the SCSBs in the ASBA Accounts to the Public
Issue Account or the Refund Account, as the case may be, after the Prospectus is filed with the
RoC.

Designated The Members of the Syndicate, sub-syndicate or agents, SCSBs (other than RIBs using the UPI

Intermediary(ies) mechanism), Registered Brokers, CDPs and RTAs, who are authorised to collect Bid cum
Application Forms from the Bidders, in relation to the Issue.

Designated RTA Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs.

Locations
The details of such Designated RTA Locations, along with names and contact details of the RTAs
eligible to accept ASBA Forms are available on the respective websites of the Stock Exchanges
(www. bseindia.com and www.nseindia.com), as updated from time to time.

Designated SCSB Such branches of the SCSBs which shall collect the ASBA Forms submitted by ASBA Bidders,

Branches alist. of which is available on the —website of © SEBI at

http://www.sebi.gov.in/sebiweb/other/OtherAction.do2doRecognisedEpi=yes&intmld=35,
updated from time to time, or at such other website as may be prescribed by SEBI from time to
time.

 

 

Designated Stock

BSE Limited

 

 

 

 

Exchange

Draft Red Herring The Draft Red Herring Prospectus dated September 25, 2021 issued in accordance with the SEBI

Prospectus/DRHP ICDR Regulations, which does not contain complete particulars, including the price at which the
Equity Shares will be allotted and the size of the Issue, including any addenda or corrigenda
thereto.

DP ID Depository Participant's identity number

Eligible NRI(s) NRI eligible to invest under Schedule 3 and Schedule 4 of the FEMA Regulations, from
jurisdictions outside India where it is not unlawful to make an offer or invitation under the Issue
and in relation to whom the Bid cum Application Form and the Red Herring Prospectus and this
Prospectus will constitute an invitation to purchase the Equity Shares.

Equity Listing The listing agreemenis to be entered into by our Company with the Stock Exchanges in relation

Agreements to our Equity Shares.

 

Escrow Account(s)

The “no-lien’ and ‘no-interest bearing’ account(s) opened for the Issue with the Escrow Collection
Bank and in whose favour the Bidders (excluding ASBA Bidders) may issue or transfer money
through direct credit/NACH/NEFT/RTGS in respect of the Bid Amount when submitting a Bid.

 

Escrow Agent

ICICI Bank Limited

 

Escrow Agreement

The agreement to be entered into by our Company, the Registrar to the Issue, the BRLM, the
Escrow Collection Bank(s), the Sponsor Banks and the Refund Bank(s) for, inter aliatransfer of
funds to the Public Issue Account and where applicable on the terms and conditions thereof.

 

Escrow Collection
Bank

Banks which are clearing members and registered with SEBI as bankers to an issue and with
whom Escrow Account(s) was opened, in this case being ICICI Bank Limited.

 

First Bidder/Sole
Bidder

The Bidder whose name appears first in the Bid cum Application Form or the Revision Form and
in case of a joint Bid and whose name shall also appear as the first holder of the beneficiary
account held in joint names or any revisions thereof.

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

Term

Description

 

Floor Price

The lower end of the Price Band i.e. Rs.65/- per Equity Share.

 

General Information
Document/ GID

The General Information Document for investing in public issues prepared and issued in
accordance with the circular no. SEBI / HO / CFD / DIL1 / CIR / P / 2020 / 37 dated March 17,
2020 and the circular no. SEBI / HO / CED / DIL2 / CIR / P / 2020 / 50 dated March 30, 2020, as
amended by SEBI from time to time and the UPI Circulars. The General Information Document
is available on the websites of the Stock Exchanges and the BRLM.

 

Issue Agreement

The agreement dated September 25, 2021 between our Company and the BRLM, pursuant to
which certain arrangements are agreed to in relation to the Issue.

 

Issue Price

Rs. 68/- per Equity Share being the final price within the Price Band at which the Equity Shares
will be Allotted to successful Bidders in terms of the Red Herring Prospectus and this Prospectus.
The Issue Price was decided by our Company in consultation with the Book Running Lead
Manager on the Pricing Date in accordance with the Book Building Process and in terms of the
Red Herring Prospectus and this Prospectus.

 

Issue Proceeds

The proceeds of the Issue which shall be available to our Company. For further information about
use of the Issue Proceeds, see “Objects of the Issue” on page 95 of the Red Herring Prospectus
and this Prospectus.

 

Issue/Issue Size

Initial Public Offering of up to 88,23,320 Equity Shares of face value of % 10 each of our
Company for cash at a price of % 68/- each, aggregating up to % 5,999.85 lakhs.

 

Maximum RIB
Allottees

The maximum number of RIBs who can be allotted the minimum Bid Lot. This is computed by
dividing the total number of Equity Shares available for Allotment to RIBs by the minimum Bid
Lot, subject to valid Bids received at or above the Issue Price.

 

Mutual Fund

Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual
Funds) Regulations, 1996.

 

Mutual Fund Portion

5% of the QIB Portion, or 8,822.00 Equity Shares which was available for allocation to Mutual
Funds only on a proportionate basis, subject to valid Bids received at or above the Issue Price.

 

Net Proceeds

Proceeds of the Issue less our Company’s share of Issue related expenses. For further information
about the Issue related expenses, see “Objects of the Issue” on page 95 of the Red Herring
Prospectus and this Prospectus.

 

 

Net QIB Portion

1,76,440 Equity Shares .

 

Non-Institutional
Bidders or NIIs

All Bidders including category Ill FPI’s that are not QIBs or Retail Individual Bidders, bidding
in the QIB Portion or Retail Portion, if any respectively and who have Bid for the Equity Shares
for an amount more than % 200,000 (but not including NRIs other than Eligible NRIs).

 

Non-Institutional
Portion

The portion of the Issue being not less than 29% of the Issue consisting of 25,58,600 Equity Shares
which was available for allocation to Non-Institutional Bidders on a proportionate basis, subject
to valid Bids received at or above the Issue Price.

 

Non-Resident
Indian/NRI

A person resident outside India, who is a citizen of India or a person of Indian origin, and shall
have the meaning ascribed to such term in the Foreign Exchange Management (Deposit)
Regulations, 2000.

 

Non-Resident/ NR

A person resident outside India, as defined under FEMA and includes a non-resident Indian, FPIs
and FVCIs.

 

Pre-Issue
Advertisement

The pre-Issue advertisement to be published by our Company under Regulation 43 of the SEBI
ICDR Regulations and Section 30 of the Companies Act, 2013 after filing of the Red Herring
Prospectus and this Prospectus with the RoC, in all editions of Business Standard (a widely
circulated English national daily newspaper), all editions of Business Standard (a widely
circulated Hindi national daily newspaper) and all editions of Arthik Lipi (a widely circulated
Bengali newspaper, Bengali being the regional language of Kolkata where our Registered Office
is located), each with wide circulation, respectively.

 

Price Band

Price Band of a minimum price of & 65/- per Equity Share (Floor Price) and the maximum price
of 868/- per Equity Share (Cap Price), including any revisions thereof.

The Price Band and minimum Bid Lot for the Issue was decided by our Company in consultation
with the BRLM and was advertised, two (2) Working Days prior to the Bid/Issue Opening Date,
in all editions of Business Standard (a widely circulated English national daily newspaper), all
editions of Business Standard (a widely circulated Hindi national daily newspaper) and all editions
of Arthik Lipi (a widely circulated Bengali newspaper, Bengali being the regional language of
Kolkata where our Registered Office is located), along with the relevant financial ratios calculated
at the Floor Price and at the Cap Price, and was made available to the Stock Exchanges for the
purpose of uploading on their respective websites.

 

Pricing Date

The date on which our Company in consultation with BRLM will finalise the Issue Price.

 

Promoters”
Contribution

In terms of Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the
post-Issue Equity Share capital of our Company held by our Promoters was considered as
Promoters’ contribution and locked in for a period of 18 (eighteen) months from the date of
allotment.

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

Term

Description

 

Prospectus

The Prospectus to be filed with the RoC on or after the Pricing Date in accordance with Section
26 of the Companies Act, 2013 and the SEBI ICDR Regulations containing, inter alia, the Issue
Price that is determined through the Book Building Process, the size of the Issue and certain other
information, including any addenda or corrigenda thereto.

 

Public Issue Account

The ‘no-lien’ and ‘no-interest bearing” account to be opened under Section 40(3) of the
Companies Act, 2013, with the Public Issue Account Bank to receive monies from the Escrow
Account(s) and ASBA Accounts on the Designated Date.

 

Public Issue Account
Bank

A bank which is a clearing member and registered with SEBI as a banker to an issue and with
which the Public Issue Account for collection of Bid Amounts from Escrow Account(s) and
ASBA Account was opened, in this case being ICICI Bank Limited.

 

QB Portion/QIB
category

The portion of the Issue being not more than 2% of the Issue or 1,76,440 Equity Shares which
was available for allocation to QIBs subject to valid Bids being received at or above the Issue
Price.

 

Qualified Institutional

Qualified Institutional Buyers as defined under Regulation 2(1)(Gs) of the SEBI ICDR

 

Buyers/ QIBs Regulations.
Red Herring ‘The Red Herring Prospectus to be issued in accordance with section 32 of the Companies Act,
Prospectus/ RHP 2013 and the provisions of the SEBI ICDR Regulations, which will not have complete particulars

of the price at which the Equity Shares were offered and the size of the Issue, and includes any
addenda and corrigenda thereto.

‘The Red Herring Prospectus was filed with the RoC three (3) Working Days before the Bid/ Issue
Opening Date and become the Prospectus upon filing with the RoC on or after the Pricing Date.

 

Refund Account(s)

The ‘no-lien’ and ‘no-interest bearing’ account opened with the Refund Bank, from which
refunds, if any, of the whole or part of the Bid Amount was made.

 

 

Refund Bank(s) The Banker(s) to the Issue with whom the Refund Account(s) was opened, in this case being ICICI
Bank Limited.
Refunds through _ Refunds through NACH, Direct Credit, RTGS or NEFT, as applicable.

electronic transfer of
funds

 

Registered Brokers

Stock brokers registered with SEBI under the Securities and Exchange Board of India (Stock
Brokers and Sub Brokers) Regulations, 1992 and the stock exchanges having nationwide
terminals, other than the Members of the Syndicate and having terminals at any of the Broker
Centres and eligible to procure Bids in terms of Circular No. CIR/CFD/14/2012 dated October
04, 2012 issued by SEBL

 

Registrar Agreement

The registrar agreement dated August 23, 2021 between our Company and the Registrar to the
Issue in relation to the responsibilities and obligations of the Registrar to the Issue pertaining to
the Issue.

 

Registrar and Share
Transfer Agents/
RTAs

‘The registrar and the share transfer agents registered with SEBI and eligible to procure Bids at the
Designated RTA Locations in terms of circular no, CIR/CFD/POLICYCELL/11/2015 dated
November 10, 2015 and the UPI Circulars issued by SEBI as per the list available on the websites
of BSE and NSE.

 

Registrar to the Issue /

MAS Services Limited

 

Registrar

Retail Individual Resident Individual Bidders submitting Bids, who have Bid for the Equity Shares for an amount
Bidders(s)/Retail not more than % 200,000 in any of the bidding options in the Issue (including HUEs applying
Individual Investor(s)/ through their Karta) and Eligible NRIs.

RIM(s)/RIB(s)

 

Retail Portion

The portion of the Issue being not less than 69% of the Issue comprising of 60,88,280* Equity
Shares which were available for allocation to Retail Individual Bidders (subject to valid Bids
being received at or above the Issue Price).

* Subject to finalisation of basis of allotment

 

Revision Form

The form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount in
any of their ASBA Form(s) or any previous Revision Form(s) QIB Bidders and Non-Institutional
Bidders are not allowed to withdraw or lower their Bids (in terms of quantity of Equity Shares or
the Bid Amount) at any stage. Retail Individual Bidders can withdraw or revise their Bids until
Bid/Issue Closing Date

 

Self-Certified
Syndicate Banks or
SCSBs

The banks registered with SEBI, offering services (i) in relation to ASBA (other than through UPI
mechanism), a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedEpi=ves&intmld=34 or
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFp =35, as.
applicable, or such other website as updated from time to time, and (ii) in relation to ASBA
(through UPI mechanism), a list of which is available on the website of SEBI at
https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedEpi=yes&intmld=40 or such
other website as updated from time to time.

 

 

 

 

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

Term

Description

 

Specified Locations

Bidding Centres where the Syndicate shall accept ASBA Forms from the Bidders, a list of which
is available on_http:/www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=ves and
updated from time to time.

 

Sponsor Banks

ICICI Bank Limited, HDFC Bank Limited, Kotak Mahindra Bank Limited and Axis Bank
Limited, being a Bankers to the Issue registered with SEBI, appointed by our Company to act as
a conduit between the Stock Exchanges and NPCI in order to push the mandate collect requests
and / or payment instructions of the RIBs using the UPI.

 

Stock Exchanges

BSE Limited and National Stock Exchange of India Limited.

 

Syndicate Agreement

The agreement dated March 7, 2022, entered into between the BRLM, the Syndicate Members,
our Company and Registrar to the Issue in relation to the collection of the ASBA Forms by the
Syndicate Members.

 

Syndicate Members

Intermediaries registered with SEBI who are permitted to accept bids, applications and place
orders with respect to the Issue, and to carry out activities as an underwriter, in this case, Ashika
Stock Broking Limited

 

Syndicate’) Members

The BRLM and the Syndicate Members.

 

of the Syndicate
Systemically Systemically important non-banking financial company as defined under Regulation 2(1)(iii) of
Important Non- the SEBI ICDR Regulations.

Banking Financial
Companies

 

 

 

 

 

 

TRS/Transaction The slip or document issued by the Syndicate, or the SCSB (only on demand), as the case may
Registration Slip be, to the Bidder as proof of registration of the Bid.

Underwriter There was no Underwriter to the Issue.

Underwriting The agreement dated March 31, 2022, entered into among the Underwriter and our Company on
Agreements or after the Pricing Date but prior to the filing of the Prospectus with the RoC.

UPI Unified Payment Interface.

 

Unified Payment
Interface or UPI

Unified Payment Interface is an instant payment system developed by National Payments
Corporation of India, which enables merging several banking features, seamless fund routing and
merchant payments into one hood. It allows instant transfer of money between any two persons’
bank accounts using a payment address which uniquely identifies a persons’ bank account.

 

UPI Circulars / SEBI
UPI Circulars

SEBI circular no. SEBVHO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular no.
SEBV/HO/CED/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular no.
SEBV/HO/CED/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI  circular_no.
SEBV/HO/CED/DCR2/CIR/P/2019/133 dated November 8, 2019, SEBI circular no.
SEBV/HO/CED/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular no.
SEBV/HO/CED/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no.
SEBV/HO/CED/DIL2/CIR/P/2021/47 dated March 31, 2021, SEBI circular no,
SEBV/HO/CED/DIL2/P/CIR/2021/570 dated June 2, 2021 and any subsequent circulars or
notifications issued by SEBI or any other governmental authority in this regard.

 

UPI Mandate Request

‘A request (intimating the RIB by way of a notification on the UPI application and by way of a
SMS directing the RIB to such UPI application) to the RIB initiated by the Sponsor Banks to
authorise blocking of funds on the UPI application equivalent to Bid Amount and subsequent
debit of funds in case of Allotment.

 

UPI Mechanism

Process for applications by RIBs submitted with intermediaries with UPI as mode of payment, in
terms of the UPI Circulars.

 

UPLID

ID created on UPI for single-window mobile payment system developed by the NPCI.

 

UPI PIN

Password to authenticate UPI transaction.

 

Wilful Defaulter

‘A Company or person, as the case may be, categorized as a wilful defaulter by any bank or
financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters
issued by the RBI, including any company whose director or promoter is categorized as such.

 

Working Day

lll days other than second and fourth Saturday of the month, Sunday or a public holiday, on
which commercial banks in Mumbai are open for business; provided however, with reference to
(a) announcement of Price Band; and (b) Bid/Issue Period, Term Description the term Working
Day shall mean all days, excluding Saturdays, Sundays and public holidays, on which commercial
banks in Mumbai are open for business; and (c) the time period between the Bid/Issue Closing
Date and the listing of the Equity Shares on the Stock Exchanges. “Working Day” shall mean all
trading days of the Stock Exchanges, excluding Sundays and bank holidays, as per the circulars
issued by SEBI, including the UPI Circulars.

 

Conventional and General Terms and Abbreviations

 

Term

Description

 

AGM

‘Annual General Meeting

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Term Description

AIFS) Alternative Investment Funds

AED United Arab Emirates Dirham

AS Accounting Standards issued by the Institute of Chartered Accountants of India

BSE BSE Limited

CAGR Compounded Annual Growth Rate.

Category I AIF AIFs which are registered as “Category I Alternative Investment Funds” under the SEBI AIF
Regulations.

Category II AIF AIFs which are registered as “Category II Alternative Investment Funds” under the SEBI AIF
Regulations.

Category III AIF AIFs which are registered as “Category III Alternative Investment Funds” under the SEBI AIF
Regulation.

Category I FPI(s) FPIs who are registered as “Category I foreign portfolio investors” under the SEBI FPI
Regulations.

Category Il FPI(s) FPIs who are registered as “Category Il foreign portfolio investors” under the SEBI FPI
Regulations

Category III FPIs FPIs who are registered as Category III FPIs under the SEBI FPI Regulations, and shall include
all other FPIs not eligible under category I and II foreign portfolio investors, such as endowments,
charitable societies, charitable trusts, foundations, corporate bodies, trusts, individuals and family
offices.

CDSL Central Depository Services (India) Limited.

CFO Chief Financial Officer

CIN Corporate Identification Number

cr Commissioner of Income Tax

CLRA Contract Labour (Regulation and Abolition) Act, 1970.

co Compliance Officer

 

Companies Act

Companies Act, 1956 and / or the Companies Act, 2013 as applicable.

 

Companies Act 1956

Companies Act, 1956, and the rules thereunder (without reference to the provisions thereof that
have ceased to have effect upon the notification of the Notified Sections).

 

Companies Act 2013

Companies Act, 2013, read with the rules, regulations, clarifications and modifications
thereunder.

 

Consolidated FDI
Policy

The consolidated FDI Policy, effective from August 28, 2017, issued by the Department of
Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India, and
any modifications thereto or substitutions thereof, issued from time to time.

 

 

 

 

 

CRAR Capital to Risk Asset Ratio

cs Company Secretary

CSR Corporate social responsibility

Depository(ies) NSDL and CDSL, both being depositories registered with the SEBI under the Securities and

Exchange Board of India (Depositories and Participants) Regulations, 1996.

 

Depositories Act

The Depositories Act, 1996

 

 

 

 

 

 

 

 

 

 

 

 

 

DIN Director Identification Number

DIPP Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Gol

DP ID Depository Participant’s Identity Number

DPIT Department for Promotion of Industry and Internal Trade, Ministry of Term Commerce and
Industry, Government of India (earlier known as the Department of Industrial Policy and
Promotion)

EBITDA Earnings Before Interest, Tax, Depreciation and Amortization

EGM Extraordinary General Meeting

EPF Act Employees’ Provident Fund and Miscellaneous Provisions Act, 1952

EPS Earnings per share

ESI Act Employees’ State Insurance Act, 1948

FCNR Account Foreign Currency Non Resident (Bank) account established in accordance with the FEMA

FDI Foreign direct investment

FEMA The Foreign Exchange Management Act, 1999 read with rules and regulations thereunder

FEMA Rules The Foreign Exchange Management (Non-debt Instrument) Rules, 2019 duly amended

 

Financial Year/Fiscal

The period of 12 months commencing on April 1 of the immediately preceding calendar year and
ending on March 31 of that particular calendar year

 

 

 

 

FPIs A foreign portfolio investor who has been registered pursuant to the SEBI FPI Regulations.

FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange Board of India
(Foreign Venture Capital Investors) Regulations, 2000) registered with SEBI

GAAR General Anti-Avoidance Rules

GDP Gross Domestic Product

 

Gol / Government

The Government of India

 

GST

Goods and services tax

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

Term Description
HUF(S) Hindu Undivided Family(ies)

ICAI Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards
IFSC Indian Financial System Code

 

 

Income Tax Act / IT
Act

Income Tax Act, 1961

 

Ind AS

The Indian Accounting Standards referred to in the Companies (Indian Accounting Standard)
Rules, 2015, as amended

 

Ind AS Rules

Companies (Indian Accounting Standards) Rules, 2015, as amended

 

India

Republic of India

 

Indian GAAP

Generally Accepted Accounting Principles in India

 

INR or % or Rs, Or
Indian Rupees

Indian Rupee, the official currency of the Republic of India.

 

 

 

 

 

 

 

 

 

 

 

IPO Initial public offering
IRDAT Statutory body constituted under the Insurance Regulatory and Development Authority Act, 1999
IRR Internal rate of return

IST Indian Standard Time

Insolvency Code Insolvency and Bankruptcy Code, 2016

ISIN International Securities Identification Number

Ir Information Technology

Lakhs Lakhs

LIBOR London Inter-Bank Offer Rate

MCA ‘The Ministry of Corporate Affairs, Gol

Mn/mn Million

 

Mutual Funds

Mutual funds registered with the SEBI under the Securities and Exchange Board of India (Mutual
Funds) Regulations, 1996

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NA. or NA Not Applicable

NACH National Automated Clearing House, a consolidated system of ECS.

NAV Net Asset Value

NECS. National Electronic Clearing Services

NEFT National Electronic Fund Transfer

NRO Non-resident ordinary account

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

OCB A company, partnership, society or other corporate body owned directly or indirectly to the extent
of at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest
is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003
and immediately before such date was eligible to undertake transactions pursuant to general
permission granted to OCBs under FEMA. OCBs are not allowed to invest in the Issue.

pa. Per annum

P/E Ratio Price/Earnings Ratio

PAN Permanent Account Number

PAT Profit after tax

PIO Person of India Origin

 

Payment of Bonus Act

Payment of Bonus Act, 1965

 

Payment of Gratuity
Act

Payment of Gratuity Act, 1972

 

 

 

 

 

 

 

 

 

 

RBI ‘The Reserve Bank of India
RBI Act Reserve Bank of India Act, 1934

Regulation S Regulation S under the Securities Act

RTI Right to Information, in terms of the Right to Information Act, 2005

Rule 144A Rule 144A under the Securities Act

@/Rs./ Rupees! Indian The lawful currency of India

Rupees

SCRA Securities Contract (Regulation) Act, 1956

SCRR The Securities Contracts (Regulation) Rules, 1957

SEBI ‘The Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act ‘The Securities and Exchange Board of India Act, 1992

 

SEBI AIF Regulations

Securities and Exchange Board of India (Alternative Investments Funds) Regulations, 2012

 

SEBI Depository

Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996

 

Regulations
SEBI ICDR The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations Regulations, 2018

 

10
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

Term Description

SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019

SEBI FVCI _ Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000
Regulations

 

SEBI Ind AS
Transition Circular

SEBI Circular No. SEBI/HO/CFD/DIL/CIR/P/2016/47 dated March 31, 2016

 

 

 

 

SEBI Listing Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations Regulations, 2015

SEBI Takeover ‘The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations Regulations, 2011

Securities Act ‘The United States Securities Act of 1933.

SIT Securities Transaction Tax

 

State Government
Trademarks Act

‘The government of a state in India
Trademarks Act, 1999

 

 

 

 

 

 

TDS Tax deducted at source

US$/USD/US Dollar _ United States Dollar, the official currency of the United States of America

USA U.S./ US United States of America, its territories and possessions, any state of the United States of America
and the District of Columbia

VAT Value Added Tax

VCEs Venture Capital Funds as defined in and registered with the SEBI under the Securities and
Exchange Board of India (Venture Capital Fund) Regulations, 1996 or the Securities and
Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as the case may be

wed. With effect from

 

Year/Calendar Year

Unless context otherwise requires, shall refer to the twelve month period ending December 31

 

 

 

 

 

Industry Related Terms
Term Description
COVID-19 Coronavirus Pandemic 2019
GDP Gross Domestic Product
GVA Gross value added
USD United States Dollar

 

Notwithstanding the foregoing, terms in “Description of Equity Shares and Terms of Articles of Association”,
“Statement of Tax Benefits”, “Industry Overview”, “Key Industrial Regulations and Policies”, “Financial
Information”, “Outstanding Litigation and Material Developments” and “Issue Procedure” on pages 324, 105,
108 ,142 , 184, 273 and 301 respectively of this Prospectus, will have the meaning ascribed to such terms in these

respective sections.

The remainder of this page has been intentionally left blank

11
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION

Certain Conventions

All references to “India” contained in the Red Herring Prospectus and this Prospectus are to the Republic of India
and its territories and possessions and all references herein to the “Government”, “Indian Government”, “Gol”,
Central Government” or the “State Government” are to the Government of India, central or state, as applicable.

Unless otherwise specified, any time mentioned in the Red Herring Prospectus and this Prospectus is in Indian
Standard Time (“IST”). Unless indicated otherwise, all references to a year in the Red Herring Prospectus and
this Prospectus are to a calendar year.

Unless stated otherwise, all references to page numbers in the Red Herring Prospectus and this Prospectus are to
the page numbers of the Red Herring Prospectus and this Prospectus.

Financial Data

Unless stated otherwise or the context otherwise requires, the financial information and financial ratios in this
Prospectus has been derived from our Restated Consolidated Financial Information. For further information,
please see the section titled “Financial Information” on page 184 of this Prospectus.

Our Company’s financial year commences on April 1 and ends on March 31 of the next year. Accordingly, all
references to a particular financial year, unless stated otherwise, are to the twelve (12) month period ended on
March 31 of that year.

The Restated Financial Statements of our Company and its Subsidiary for the Financial Years ended March 31,
2021, 2020, 2019 and for the Half-year ended September 30, 2021 which comprise of restated consolidated
summary statement of assets and liabilities, the restated consolidated summary statement of profit and loss, the
restated consolidated summary statement of cash flow and restated consolidated summary statement of changes
in equity together with the annexures and notes thereto and the examination report thereon, as compiled from the
Indian Accounting Standard (Ind AS) financial statements for respective period/year and in accordance with the
requirements provided under the provisions of the Companies Act, SEBI ICDR Regulations and the Guidance
Note on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI.

There are significant differences between Ind AS, Indian GAAP and IFRS. Our Company does not provide
reconciliation of its financial information to IFRS. Our Company has not attempted to explain those differences
or quantify their impact on the financial data included in this Prospectus and it is urged that you consult your own
advisors regarding such differences and their impact on our financial data. Accordingly, the degree to which the
financial information included in this Prospectus will provide meaningful information is entirely dependent on
the reader’s level of familiarity with Indian accounting policies and practices, the Companies Act, Ind AS, the
Indian GAAP and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting
policies and practices on the financial disclosures presented in this Prospectus should, accordingly, be limited.
Unless the context otherwise indicates, any percentage amounts, as set forth in “Risk Factors”, “Our Business”
and “Management's Discussion and Analysis of Financial Position and Results of Operations” on pages 21, 118
and 251 respectively, of this Prospectus, and elsewhere in this Prospectus have been calculated on the basis of
the Restated Consolidated Financial Statements of our Company, prepared in accordance with Ind AS, and the
Companies Act and restated in accordance with the SEBI ICDR Regulations.

 

In this Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to
rounding off. All figures in decimals have been rounded off to the second decimal and all the percentage figures
have been rounded off to two decimal places including percentage figures in “Risk Factors”, “Industry Overview”
and “Our Business” on pages 21, 108 and 118 respectively, this Prospectus.

Currency and Units of Presentation

All references to:

12
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

e “Rupees” or “2” or “INR” or “Rs.” are to Indian Rupee, the official currency of the Republic of India;

« “USD” or “US$” or “$” are to United States Dollar, the official currency of the United States of America;
and

« “AED” is to Dirhams, the official currency of the United Arab Emirates.

Our Company has presented all numerical information in is Prospectus in “lakhs” units or in whole numbers where
the numbers have been too small to represent in lakhs. One lac represents 1,00,000 and one million represents
10,00,000.

Exchange rates

This Prospectus contains conversions of certain other currency amounts into Indian Rupees that have been
presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a
representation that these currency amounts could have been, or can be converted into Indian Rupees, at any
particular rate or at all.

The following table sets forth, for the periods indicated, information with respect to the exchange rate between
the Indian Rupee and other foreign currencies:

 

Currency Exchange rate as on
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019*
1USD 74.25 73.50 75.38 69.17
(Source: RBI reference rate)
“Exchange rate as on March 29, 2019, as RBI reference rate is not available for March 31, 2019 and March 30, 2019 being
a Saturday and Sunday, respectively.
(Source: www.rbi.org.in and www. fbil-org.in)

 

 

 

Industry and Market Data

Unless stated otherwise, industry and market data used in this Prospectus has been obtained or derived from
publicly available information as well as industry publications and sources.

Industry publications generally state that the information contained in such publications has been obtained from
publicly available documents from various sources believed to be reliable but their accuracy and completeness.
are not guaranteed and their reliability cannot be assured. Although, the industry and market data used in this
Prospectus is reliable, it has not been independently verified by us, the BRLM or any of its affiliates or advisors.
The data used in these sources may have been reclassified by us for the purposes of presentation. Data from these
sources may also not be comparable. Such data involves risks, uncertainties and numerous assumptions and is.
subject to change based on various factors, including those discussed in “Risk Factors” on page 21, this
Prospectus. Accordingly, investment decisions should not be based solely on such information.

In accordance with the SEBI ICDR Regulations, “Basis for Issue Price” on page 101 of this Prospectus includes
information relating to our peer group companies. Such information has been derived from publicly available
sources, and neither we, nor the BRLM has independently verified such information.

The extent to which the market and industry data used in this 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 the business of our Company is conducted, and methodologies.
and assumptions may vary widely among different industry sources.

13,
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

FORWARD - LOOKING STATEMENTS

This Prospectus contains certain “forward-looking statements”. These forward-looking statements generally can
be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”,
“objective”, “plan”, “propose”, “project”, “will”, “will continue”, “will pursue” or other words or phrases of
similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also forward-
looking statements. All forward-looking statements are subject to risks, uncertainties, expectations and
assumptions about us that could cause actual results to differ materially from those contemplated by the relevant
forward-looking statement. These forward-looking statements, whether made by us or a third party, are based on
our current plans, estimates and expectations and actual results may differ materially from those suggested by
such forward-looking statements.

Actual results may differ materially from those suggested by forward-looking statements due to risks or
uncertainties associated with expectations relating to and including, regulatory changes pertaining to the industries
in India in which we operate and our ability to respond to them, our ability to successfully implement our strategy,
our growth and expansion, technological changes, our exposure to market risks, general economic and political
conditions in India which have an impact on its business activities or investments, the monetary and fiscal policies
of India, inflation, deflation, unanticipated turbulence 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 and changes in competition in the industries in which we operate.

Certain important factors that could cause actual results to differ materially from our Company’s expectations
include, but are not limited to, the following:

Continued Impact of COVID-19 Pandemic on our business operations.

Loss of one or more of our key customers and/or suppliers;

An increase in the overall efficiency of our competitors;

An adverse change in the regulations governing our business;

Any qualifications or other observations made by our future statutory auditors which may affect our results

of operations;

Challenges may be faced in augmentation of working capital in adverse situation.

¢ General economic and business conditions in the markets in which we operate and in the local, regional and
national economies;

¢ Changes in political and social conditions in India or in countries that we may enter, the monetary and interest

rate policies of India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity

prices or other rates or prices;

Our reliance on third party suppliers for procurement of agricultural produce/ commodities;

The performance of the financial markets in India and globally;

Loss of our Promoters may have adverse impact on our operations.

Any adverse outcome in the legal proceedings in which we are involved;

Occurrences of natural disasters or calamities affecting the areas in which we have operations;

Market fluctuations and industry dynamics beyond our control;

Our ability to compete effectively, particularly in new markets and businesses;

Changes in foreign exchange rates or other rates or prices;

Other factors beyond our control;

Our ability to manage risks that arise from these factors;

Conflict of interest with our Promoters, promoter group and Group Companies and other related parties;

Changes in domestic and foreign laws, regulations and taxes and changes in competition in our industry;

Inability to obtain, maintain or renew requisite statutory and regulatory permits and approvals or

noncompliance with and changes in, safety, health and environmental laws and other applicable regulations,

may adversely affect our business, financial condition, results of operations and prospects.

For further discussion of factors that could cause the actual results to differ from our estimates and expectations,
see “Risk Factors”, “Our Business” and “Management's Discussion and Analysis of Financial Position and
Results of Operations” beginning on pages 21, 118 and 251, respectively, of this Prospectus. By their nature,
certain market risk disclosures are only estimates and could be materially different from what actually occurs in
the future. As a result, actual gains or losses could materially differ from those that have been estimated.

 

14
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

We cannot assure investors that the expectations reflected in these forward-looking statements will prove to be
correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking
statements and not to regard such statements as a guarantee of future performance.

Forward-looking statements reflect current views as of the date of this Prospectus 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 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. Neither our Company, our Directors, the Promoters,
the Syndicate nor any of their respective affiliates have any obligation 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 ICDR Regulations, our Company, the Promoters and the Book Running Lead
Managers will ensure that the Bidders in India are informed of material developments until the time of the grant
of listing and trading permission by the Stock Exchanges for the Issue.

The remainder of this page has been intentionally left blank

15
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

OFFER DOCUMENT SUMMARY

The following is a general summary of the terms of the Offer. This summary should be read in conjunction with
and is qualified in its entirety by, the more detailed information appearing elsewhere in this Prospectus, including
the sections entitled “Risk Factors”, “Industry Overview”, ‘Outstanding Litigation and Material Developments”,
“Our Promoters and Promoter Group”, “Financial Statements”, “Objects of the Issue”, “Our Business”, “Issue
Procedure” and “Description of Equity Shares and Terms of Articles of Association” on pages 21, 108, 273, 174,

184, 95, 118, 301 and 324, respectively.
Summary of Industry
India’s agrarian culture and varied regional climate have significantly contributed to the global food basket. The
Ministry of Commerce and Industry introduced Agriculture Export Policy, 2018 with an aim to double farmers’
income by 2022 by doubling agricultural exports from India and integrating Indian farmers and agricultural
products in India to the global value chain. The export of agriculture is targeted at US$ 60 billion by 2022. The
total agriculture commodities export was US$ 17.19 billion between March 2020 and February 2021. In financial
year 2021, India exported pulses worth US$ 284.23 million and dairy products worth US$ 201.15 million.
Source: https://www. ibef.org/exports/agriculture-and-food-industry-india.aspx
For further details, please refer to the chapter titled “Industry Overview” on page 108 of this Prospectus.
Summary of Business
The Company deals in agricultural products, sourced from various parts of India for export and various parts of
the world for import. Our approach is “customer centric”, going beyond the product in understanding the specific
requirement of its customers, in order to achieve the ultimate satisfaction of the customer. Our experience and

network are leveraged to ensure that quality products are delivered to the customer with a competitive edge.

For further details, please refer to chapter titled “Our Business” and the heading “History and Certain Corporate
Matters - Material Agreements” on pages 118 and 151 of this Prospectus.

Promoters

Rakesh Khemka and Sumitra Devi Khemuka are the Promoters of our Company. For further details please see
chapter titled “Our Promoters and Promoter Group” beginning on page 174 of this Prospectus.

Issue

Initial Public Offer is of upto 88,23,320 Equity Shares of face value of 210 each of the Company for cash at a
price of %68/- per Equity Share (including a share premium of ? 58/- per Equity Share) aggregating upto
25,999.85 lakhs.

For further details, please see chapter titled “The Issue” beginning on page 62 of this Prospectus.

 

 

 

Objects of the Issue
The Net Proceeds are proposed to be used in the manner set out in in the following table:
(2 in lakhs)
Sr.No. Particulars Estimated amount
1. ‘Augmentation of working capital requirements 5,000
2. General corporate purposes 999.85

 

To be finalized on determination of the Issue Price and updated in the Prospectus prior to filing with the ROC. The amount
utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Issue.

For further details, please see chapter titled “Objects of the Issue” beginning on page 95 of this Prospectus.

16
6.

Shareholding of Promoters and Promoter Group

PROSPECTUS

Dated: March 31, 2022

100% Book Built Issue

Following are the details of the pre-Issue shareholding of Promoters and Promoter Group:

(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. Name of the Shareholders Pre-Issue
No. Number of Equity Shares _% of Pre-Issue Equity
Share Capital
Promoters
1. Rakesh Khemka 79,87,500 31.97%
2. Sumitra Devi Khemuka 25,76,800 10.31%
Promoter Group

3. Sweta Khemka 34,37,250 13.75%
4. Madan Mohan Khemuka 14,13,500 5.66%
5. Seema Agarwal 60,000 0.24%
6. Rakesh Khemka as Karta of Rakesh Khemka (HUF) 18,91,250 7.57%
7. ‘Agrocomm Trading Company Private Limited 2,80,000 1.12%
8. Uma Agro Exports Private Limited 6,20,000 2.48%
9. Primerose Dealers Private Limited 34,30,000 13.73%
10. Madan Mohan Khemuka as Karta of Madan Mohan 28,20,000 11.29%

Khemuka & Sons (HUF)
Total 2,45,16,300 98.12%

 

For further details, please see chapter titled “Capital Structure” on page 80 of this Prospectus.

Summary of Restated Consolidated Financial Information

Following are the details as per the Restated Consolidated Financial Information as at and for the Half-year
ended September 30, 2021 and Financial Years ended on March 31, 2021, 2020 and 2019:

 

 

 

 

 

 

 

 

(@ in lakhs)

S.No. Particulars September March 31, March 31, March 31,
30, 2021 2021 2020 2019

1. Share Capital 2,498.63 2,498.63 2,498.63 2,498.63

2. Net Worth 7,894.84 6,953.88 5,754.57 4,849.30

3.__ Revenue from operations 52,136.58 74,215.52 80,676.42 32,691.62

4. Profit after Tax 897.12 1,218.47 832.98 288.66

5. Earnings per Share 3.71 4.92 3.30 1.02
6.__Net Asset Value per equity share 31.60 27.83 23.03 19.41

7. Total borrowings 6,178.77 4,214.07 1,795.87 4,056.21

 

For further details, please refer the section titled “Financial Information” on page 184 of this Prospectus.

Auditor qualifications which have not been given effect to in the Restated Financial Information

The Restated Financial Information does not contain any qualification requiring adjustments by the Auditors.

Summary of Outstanding Litigation

A summary of the pending tax proceedings and other material litigations involving our Company, our Promoters

and our Directors is provided below:
a) Litigations involving our Company

i) Cases filed against our Company:

 

Nature of Litigation

Amount involved (¥ in lakhs)

 

Criminal matters

Number of matters outstanding

 

Direct Tax matters

 

Indirect Tax matters

 

Actions taken by regulatory authorities

DA

NA

 

Material civil litigations

 

7
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

*To the extent quantifiable
AThe regulatory notices issued by the MCA have been replied to and rectification actions have been taken.

ii) Cases filed by our Company:

 

 

Nature of Litigation Number of matters outstanding Amount involved (& in lakhs)

Criminal matters -

Direct Tax matters

Indirect Tax matters*

Actions taken by regulatory authorities

Material civil litigations : -
* Amount not determined.
* Our Company in the year 2018 had filed a refiund claim application (“Application”) bearing number F/S107-1609/2018/ARS under Section
27 of the Customs Act, 1962 before the Office of the Commissioner of Customs, Appraising Refund Section Kolkata (Port), seeking refund of
an amount of & 499.71 lakhs (‘Disputed Duty Amount’). The Disputed Duty Amount was paid as excess Basic Customs Duty (BCD) by our
Company for the import of ‘Whole Green/Yellow Peas" pursuant to customs notification No.84/2017-Cus dated November 8, 2017. The
Assistany/Deputy Commissioner of Customs, Appraising Section Kolkata (Port) had dismissed the Application and rejected our Company's
refund claim of the Disputed Duty Amount by passing an order dated December 14, 2018 bearing reference number
KOL/CUS/DC/3403/ARS/2018 (“Original Order”). Being aggrieved by the Original Order, our Company filed an appeal before
Commissioner of Customs (Appeals). Subsequently, the Commissioner of Customs (Appeals) passed order dated January 1, 2019 bearing
reference number KOL/CUS(PORT)/AA/48/2019 (“Order in Appeal”). The Order in Appeal had dismissed the Original Order and concluded
that our Company is entitled to the refund of the Disputed Duty Amount. Aggrieved by the dismissal of the Original Order, the Commissioner
of Customs (Port), Kolkata has filed an appeal petition challenging the Order in Appeal before the Hon'ble CESTAT (Customs Excise &
Service Tax Appellate Tribunal). The said appeal of the Commissioner of Customs (Port), Kolkata is presently pending before Hon'ble
CESTAT.

BI

499.71

b) Litigations against our Promoters

 

 

 

Nature of Litigation Number of matters outstanding Amount involved (% in lakhs)
Criminal matters : :
Direct Tax matters 1 34.83

 

Indirect Tax matters - -
Actions taken by regulatory authorities - -
Material civil litigations : :

c) Litigations against our Directors

 

Nature of Litigation Number of matters outstanding Amount involved (% in lakhs)

Criminal matters : :

Direct Tax matters* “ :

Indirect Tax matters * .

Actions taken by regulatory authorities - -

Material civil litigations : :
* The matter of Mr. Rakesh Khemka is not disclosed under this heading as it is already disclosed under the heading
“Litigation against our Promoters”.

 

d) Litigations against our Subsidiary

 

Nature of Litigation Number of matters outstanding Amount involved (% in lakhs)
Criminal matters : :
Direct Tax matters : :
Indirect Tax matters : -
Actions taken by regulatory authorities - -
Material civil litigations - -

 

For further details, please refer the chapter titled “Outstanding Litigations and Material Developments” on page
273 of this Prospectus.

10. Risk Factors

Please see the chapter titled “Risk Factors” beginning on page 21 of this Prospectus.

18
il.

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Summary of Liabilities

Following are the details as per the Restated Consolidated Financial Information as at and for the Half-year
ended September 30, 2021 and Financial Years ended on March 31, 2021, 2020 and 2019:

 

 

 

(%in lakhs)
Particulars September March 31, March 31, March 31,
30, 2021 2021 2020 2019
Commitments (Estimated number of contracts 17.00 17.00 17.00 17.00
remain to be executed on capital account and
not provided for)
Total 17.00 17.00 17.00 17.00

 

12.

For further details, please see the chapters titled “Restated Consolidated Financial Information- Annexure 40
Restated Consolidated Restated Summary Statement of Contingent Liabilities” at page 238 of this Prospectus.

Summary of Related Party Transactions

Following are the details as per the Restated Consolidated Financial Information for the Half-year ended
September 30, 2021 and Financial Years ended on March 31, 2021, 2020 and 2019:

 

 

 

 

 

 

 

 

 

 

(#in lakhs)

Nature of Name of the related party September Yearended Yearended Year ended
Transactio 30, 2021 31° Mar 31° Mar 31° Mar
n 2021 2020 2019
Rakesh Khemka 36.00 60.00 55.00 24.00

Sriti Singh Roy 1.83 2.15 3.29 3.72

Managerial _Mukesh Khemuka - - 48.00 24.00
Remunerat _ Sibani Dutta 0.09 0.36 0.36 0.36
ion Rachna Khemuka - : 12.00 :
Manmohan Saraf 2.00 - - :

Shrawan Agarwal : 0.15 - 0.75

Agrocomm Trading Company Private Ai 871.98 1455.85 :

Sales Limited

Uma Agro Exports Private Limited 388.02 - - 881.50

 

13.

14.

15.

For further details please refer “Restated Consolidated Statement of Related Party Transactions — Annexure 36”
at page 229 of this Prospectus.

Financials Arrangements

There are no financing arrangements whereby the Promoters, members of the Promoter Group, the Directors of
our Company and their relatives, have financed the purchase by any other person of securities of our Company
other than in the normal course of the business of the financing entity during the period of six months

immediately preceding the date of the Prospectus.

Weighted Average Price of the Equity Shares acquired by our Promoters in the last one year preceding
the date of this Prospectus

Weighted Average Price of the Equity Shares acquired by our Promoters in the last one year preceding the date
of this Prospectus is: NIL

Average Cost of Acquisition of Shares for Promoters

The average cost of acquisition of Shares for the Promoters is as follows:

 

 

 

Name of Promoters No. of shares held Average Cost of Acquisition (in 2)
Rakesh Khemka 79,87,500 0.16
Sumitra Devi Khemuka 25,76,800 7.15

 

The Auditors has certified the average cost of acquisition of shares for the promoters vide their certificate dated
September 25, 2021.

19
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

16. Issue of equity shares made in last one year for consideration other than cash

Our Company has not made any issue of equity shares in the last one (1) year for consideration other than cash
or through bonus.

17. Split or consolidation of Equity Shares in the last one year

No split or consolidation of equity shares has been made in the last one (1) year prior to filing of this Prospectus.

20
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

SECTION II-RISK FACTORS

An investment in the Equity Shares involves a high degree of risk. You should carefully consider all the information
in this Prospectus, including the risks and uncertainties described below, before making an investment in the
Equity Shares. In making an investment decision, prospective investors must rely on their own examination of us
and the terms of the Issue including the merits and risks involved. The risks described below are not the only ones
relevant to us, our Equity Shares, the industry or the segment in which we operate. Additional risks and
uncertainties, not presently known to us or that we currently deem immaterial may arise or may become material
in the future and may also impair our business, results of operations and financial condition. If any of the following
risks, or other risks that are not currently known or are now deemed immaterial, actually occur, our business,
results of operations, cash flows and financial condition could be adversely affected, the trading price of our
Equity Shares could decline, and as prospective investors, you may lose all or part of your investment. You should
consult your tax, financial and legal advisors about particular consequences to you of an investment in this Issue.
The financial and other related implications of the risk factors, wherever quantifiable, have been disclosed in the
risk factors mentioned below. However, there are certain risk factors where the financial impact is not
quantifiable and therefore, cannot be disclosed in such risk factors.

To obtain a complete understanding, you should read this section in conjunction with the sections “Industry
Overview”, “Our Business” and “Management's Discussion and Analysis of Financial Position and Results of
Operations” on pages 108, 118 and 251 of this Prospectus, respectively.

  

This Prospectus also contains forward-looking statements that involve risks, assumptions, estimates and
uncertainties. Our actual results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including the considerations described below and, in the section titled
“Forward-Looking Statements” on page 14 of this Prospectus.

Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial
or other implications of any of the risks described in this section. Unless the context requires otherwise, the
financial information of our Company has been derived from the Restated Financial Information, prepared in
accordance with Ind AS and the Companies Act and restated in accordance with the SEBI ICDR Regulations.
Materiality:

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

«© Some events may not be material individually but may be found material collectively;

« Some events may have material impact qualitatively instead of quantitatively; and

«© Some events may not be material at present but may have a material impact in future.
The financial and other related implications of risks concerned, whether quantifiable have been disclosed in the
risk factors mentioned below. However, there are risk factors where the impact may not be quantifiable and hence,
the same has not been disclosed in such risk factors. The numbering of the risk factors has been done to facilitate

ease of reading and reference and does not in any manner indicate the importance of one risk over another.

In this Prospectus, any discrepancies in any table between total and sums of the amount listed are due to rounding

off.

In this section, unless the context requires otherwise, any reference to “we”, “us”
Limited.

 

 

or “our” refers to Uma Exports

The risk factors are classified as under for the sake of better clarity and increased understanding.

21
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

INTERNAL RISK FACTORS

BUSINESS RELATED RISKS

1.

Our Company currently has 17 (Seventeen) permanent employees and had more than 10 (ten) persons
employed in the past.

Our Company currently has 17 (Seventeen) permanent employees and had more than 10 (ten) persons
employed in the past. The details of employees of the Company during last 3 financial years and as on the
date of this Prospectus are as under:

 

 

 

 

 

 

 

 

 

 

 

 

Sr. No. Financial Years No. of employees as | Maximum no. of | No. of
on the last day of the | Permanent Contractual
period Employees during | Employees

the period
1 2018-19 16 16 NIL
2; 2019-20 18 18
B 2020-21 18 18
4. 2021-22 17s 18
* As on date of this Prospectus.

Our Company’s operation is managed by the limited numbers of employees including our Key Managerial
Personnel and the success of our operations depends on the management skills and guidance of our Key
Managerial Personnel and Directors for development of business strategies, monitoring its successful
implementation and meeting future challenges. Few of our Key Managerial Personal have been associated
with our Company since inception and have been integral to the growth and success of our Company. Our
future performance will depend largely on our ability to retain the continued service of our management
team. If one or more of our Director or Key Managerial Personnel are unable or unwilling to continue in his/
her present position, it could be difficult for us to find a suitable or timely replacement and our business
could be adversely affected.

Our Company was not registered under the Employees’ State Insurance Act, 1948 until September 14,
2021 and consequently had violated the provisions of the Employees’ State Insurance Act, 1948.

Our Company had more than 10 (ten) persons employed in the past, however, our Company had failed to
obtain registration under the Employees’ State Insurance Act, 1948 (ESI Act). Our Company has recently
on September 14, 2021, registered itself with the Employee State Insurance Corporation of India (ESIC). As
a result, our Company had violated the provisions of the ESI Act and the rules thereunder. Further, our
Company has not complied with any of the provisions applicable to us under the ESI Act including failing
to pay the applicable contributions in respect of the employees to the ESIC. With regard to fine or penalty,
it may be noted that no fine or penalty has been imposed by ESIC till date. Due to the aforementioned non-
compliance, we may be subject to fines and penalties in the form of payment of increased contribution for
the defaulting period. We may also be liable to punishment under the ESI Act which may include
imprisonment for our directors.

The name of our Company implies it to be an export company whereas the revenue from domestic sale
constitutes the majority of the total revenue of our Company

The name of our Company indicates it as an export company, however, the business of import of agro
commodities and sale in domestic market constitute 84.19% of the total sale for the half-year ended
September 30, 2021, and the export sale constitute 15.81% of the total sale of the Company for the same
period.

22
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Our Company recorded revenue from Export and other than export for the half-year ended September 30,
2021 and for the last 5 financial years as under:

 

 

 

 

 

 

 

 

 

 

 

(Rs. in Lakhs)

Category | Half year ended 2021 2020 2019 2018* 2017*

September 30, 2021

‘Amount % | Amount % | Amount % | Amount % | Amount ‘% | Amount %
Export 8,244.38 [15.81% | 7,168.21 | 9.66% | 4,387.41 | 5.44% | 1,236.77 | 5.74% | 11,365.74 | 29.57% | 16,442.79 | 58.01%
Other 43,892.20 | 84.19% | 67,047.31 | 90.34% | 76,289.01 | 94.56% | 20,323.85 [94.26% | 27,068.75 | 70.43% | 11,901.08 | 41.99%
than
Export

 

 

 

 

 

 

 

* The figures of 2018 and 2017 have not been restated.

Our Compay’s name suggest it to be an export company, however, the majority of the revenue of our
Company comes from domestic market.

The global scope of our operations exposes us to risks of doing business in foreign countries, including
the constantly changing economic, regulatory, social and political conditions in the jurisdictions in which
we operate and seek to operate, which could adversely affect our business, financial condition and results
of operations.

We export agricultural produce and commodities in countries such as Sri Lanka, UAE, Bangladesh,
Afghanistan and other countries. In Fiscal 2020 and 2021, 5.42% and 9.53%, respectively of our revenue
from operations was from exports. Our wholly owned Subsidiary, U.E.L. International FZE had been
acquired in the UAE in the year 2014 to ensure our international market presence and help us cater to the
needs and requirements of our international customers. We seek to maintain and expand our international
sales operations with the help of our wholly owned Subsidiary. We are also in the process of setting up a
procurement office in Australia which will allow us to procure the commodities directly in Australia through
such Australian office and dispatch the commodities directly to various other global locations. Further, the
recent political instability in Afghanistan may adversely affect our exports to Afghanistan. Our business is
therefore subject to diverse and constantly changing economic, regulatory, social and political conditions in
the jurisdictions in which we operate and seek to operate.

The details of country wise and products wise export for the last 3 financial years based on Standalone
financials are as under:

COUNTRY WISE PRODUCT WISE EXPORT 2018-19
(Rs. in lakhs)

 

Country

 

Products Product

Bangladesh | South Africa | Russia | Myanmar | Afghanistan | Sri Lanka Total %
fo

 

Lentils 1,175.59 - - - -

1,175.59 951

 

Rice : 1,937.69 z

- | 1,937.69 15.67

 

Sugar . =

2,461.42 1,736.99 | 4,874.27 | 9,072.67 | _73.36

 

Tea

181.81 - 181.81 1.47

 

 

 

Cou

 

 

 

 

 

 

 

 

Total 1,175.59 1,937.69 | 181.81 2,461.42 1,736.99 4,874.27 | 12,367.77 100.00

intry % 9.51 15.67 1.47 19.90 14.04 39.41 100.00

 

 

23

 
COUNTRY WISE PRODUCT WISE EXPORT 2019-20

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

(Rs. in lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Country Product
Products | angladesh | South Africa | Russia | Afghanistan | SriLanka | Thailand | Total %

Lentils 1,287.59 = - a < -| 128759] 30.46
Rice ; 139.65 : : : ~| 139.65] 3.30
Sugar . 2 < 894.40 | 1,335.31 ~| 2209.71] 52.75
Tea : ~| 73.08 5 ‘ Z 73.08 173
Chickpeas 473.23 . “ 5 -| 47323] 11.20
Chillies : : : 3 ~| 23.59 23.59; 0.56

Total 1,760.82 139.65 | __73.08 394.40 | 1,335.31 | 23.50 | 4,226.85 | 100.00
Country % 41.66 330 | 1.73 21.16 31.59 0.56 | 100.00

COUNTRY WISE PRODUCT WISE EXPORT 2020-21
(Rs. in lakhs)
= : Country : Product
Bangladesh | China | Bahrain | Djibouti | Afghanistan | UAE | SriLanka | Total %

Lentils 258.92 ; =| 259.09 ; ; - | 518.01 7.23
Rice 406.20 > 7 : - | 406.20 5.67
Sugar ~ | 662.72 | 121.42 2 2,324.68 | 57.01 | 259210 | 5,758.14| 80.33
Wheat 485.86 : 3 < - - | 485.86 6.78
Total 1,150.98 | 662.72 | 121.42 | 259.09 2,324.88 | 57.01 | 2,592.10 | 7,168.21 | 100.00
Country % 16.06 | 9.25 1.69 3.61 32.43 | 0.80 36.16 | _ 100.00

 

 

 

 

 

 

 

 

 

 

 

The details of country wise and products wise export and import for the last 3 financial years based on
Standalone financials are as under:

COUNTRY WISE PRODUCT WISE IMPORT 2018-19

(Rs. in lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product
Country us
Products °
Canada | UAE | Australia | United Kingdom | Singapore | USA | Sri Lanka Total
Lentils 2,441.17 - 5 - - - - | 2,441.17 65.70
Yellow peas 97.19 | 211.35 441.71 38.68 83.78 : - 872.71 23.49
Green peas - - - - - | 154.85 - 154.85 4.17
Tea - - - - - = 38.98 38.98 1.05
Black matpe - - - - 207.83 - - 207.83 5.59
Total 2,538.36 | 211.35 441.71 38.68 291.61 | 154.85 38.98 | 3,715.53 100.00
Country % 68.32 5.69 11.89 1.04 7.85 4.17 1.05 100.00
COUNTRY WISE PRODUCT WISE IMPORT 2019-20
(Rs. in lakhs)
Products Country Product
Canada | UAE | Australi | Singap | USA | Nether! | Turke | High Total %
a ore and y Sea

Lentils 4,741.79 - | 1,737.30 | 290.75 - | 1,280.34 - - 8,050.18 80.30
Yellow peas 85.55 70.99 - - - - 25.55 - 182.09 1.82
Black matpe - - - 59.52 - - - - 59.52 0.59
Toor whole - - - | 202.52 - - - - 202.52 2.02
(lemon)
Kabuli chick peas 306.61 | 386.63 - | 109.44 - - | 300.96 | 106.00 1,209.64 12.07

 

 

 

 

 

 

 

 

 

 

 

24

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Faba beans - - - - | 321.68 - - - 321.68 3.21
Total 5,133.96 | 457.61 | 1,737.30 | 662.23 | 321.68 | 1,280.34 | 326.51 | 106.00 | 10,025.63 100.00
Country % 51.21 4.56 17.33 6.61 a21. 12.77 3.26 1.06 100.00
COUNTRY WISE PRODUCT WISE IMPORT 2020-21
(Rs. in lakhs)
Country Produc
Products Canada UAE | Australia | Russia | Netherland | Total | t%
Lentils 20,412.19 940.98 3,090.68 - 3,459.43, 27,903.28 99.11
Soda ash - - - 161.05 - 161.05 0.57
Faba beans 89.20 - - - - 89.20 0.32
Total 20,501.39 940.98 3,090.68 161.05 3,459.43 28,153.53 100.00
Country % 72.82 3.34 10.98 0.57 12.29 | 100.00

 

 

 

 

 

 

 

 

 

5.

Operating in the international market exposes us to a number of risks, including, but not limited to,
compliance with local laws and regulations, which can be onerous and costly as the magnitude and
complexity of, and continual amendments to, those laws and regulations are difficult to keep abreast with
and the liabilities, penalties, costs, obligations and requirements associated with these laws and regulations
can be substantial. Our failure to comply with and adapt to changing international regulations and/or trends
may result in us failing to maintain and/or expand our international sales operations, which could adversely
affect our business, financial condition and results of operations.

In case of any contingencies in the future, due to which we are unable to operate effectively in these markets,
our results of operations, revenues and profitability may be adversely affected. Due to this, we may not be
able to expand our business effectively in the international market, thereby affecting our business, results of
operations and financial condition.

Any adverse change in our current ratio or working capital may adversely affect our business, results of
operations and financial condition.

Our current ratio or working capital of our business for September 30, 2021 and last 3 financial years are as
under:

 

 

 

 

 

 

 

 

(Rs. in Lakhs)

Particulars As at
30.09.2021 31.03.2021 31.03.2020 31.03.2019
Current Assets (A) 31,575.89 19,062.96 20,863.34 9,437.96
Current Liabilities (B) 24,031.39 12,541.18 15,765.24 5,463.68
Current Ratio (A/B) 1,31: 41:52 1.32 473
Working Capital (A-B) 7,544.50 6,521.78 5,098.10 3,974.28
Net Worth 7,894.84 6,953.88 5,754.57 4,849.30
Return on Net worth (%) 11.74% 17.67% 14.33% 5.27%

 

 

 

 

 

 

 

Any adverse change in our current ratio or working capital may adversely affect our business, results of
operations and financial condition. For other financial ratio, please refer page no. 227, Annexure 35 in
Chapter “Restated Consolidated Financial Information.

6. The export / import of certain agricultural produce and commodities is subject to seasonal factors. Our

inability to accurately forecast demand for our products, may have an adverse effect on our business,
results of operations, cash flows and financial condition.

The business of trading in the agricultural produce and commodities is subject to seasonal factors. This is
due to the fact that majority of the farmers depend on rain for cultivation. Generally, rainfall occurs during
Kharif season and hence, the timing and seasonality of rainfall impacts the export operations of our
Company. Thus, we are subject to seasonal factors, which make our operating results relatively

25
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

unpredictable. Due to dependency on seasonality of agro crops on which our business is based, results of
one reporting period (quarter/half year/year) may not be necessarily comparable with preceding or
succeeding reporting periods. We are impacted by seasonal variations in sales volumes, which may cause
our revenues to vary significantly between different quarters in a Fiscal.

Further, while we forecast the demand for the agricultural produce and commodities and accordingly plan
our procurement volumes for both export and import operations, any error in our forecast could result in
surplus stock, which may not be sold in a timely manner. Each of the agricultural produce and commodities
has a specific shelf life and if not sold prior to expiry, may lead to losses or if consumed after expiry, may
lead to health hazards.

Save as provided above, rice, wheat, corn, sugar and pulses are the major commodities, in which our
company deals, are exposed to seasonal risk.

We cannot assure you that we will be able to sell surplus stock in a timely manner, or at all, which in turn
may adversely affect our business, results of operations, future cash flows and financial condition.

Our Company is subject to foreign exchange control regulations which can pose a risk of currency
fluctuations.

Our Company is involved in various business transactions with international clients and has conducted the
same in accordance with the rules and regulations prescribed under FEMA. It may be noted that the Company
has no instances of loss recorded due to exchange rate fluctuation in the last 3 years. There has been no
penalty imposed against the Company in past for any business transactions with international clients and the
Company have duly adhered to the rules and regulations under FEMA in this regard. There has been an
instance of default in payment by one of our foreign clients for which the Company has filed claim with
Export Credit Guarantee Corporate of India (ECGC) for a total amount of Rs. 139.65 Lakhs.

Due to non-receipt of such payments in a timely manner, our Company may fail to adhere to the prescribed
timelines and may be required to pay penalty to the appropriate authority or department to regularize the
payment. Further, our international operations (export sales and imports) make us susceptible to the risk of
currency fluctuations, which may directly affect our operating results. In case we are unable to adhere to the
timelines prescribed under the applicable laws or are unable to mitigate the risk of currency fluctuation, it
could adversely affect our business, results of operations, financial conditions and cash flows.

In addition to our existing indebtedness for our existing operations, we may incur further indebtedness
during the course of business. We cannot assure that we would be able to service our existing and/ or
additional indebtedness.

As on September 30, 2021 and March 31, 2021 our Company’s outstanding total fund based indebtedness
was 75,628.20 lakhs and % 3,861.81 lakhs, respectively. In addition to the indebtedness for our existing
operations, we may incur further indebtedness during the course of our business. We cannot assure you that
we will be able to obtain further loans at favourable terms. Increased borrowings, if any, may adversely
affect our debt-equity ratio and our ability to borrow at competitive rates. In addition, we cannot assure you
that the budgeting of our working capital requirements for a particular year will be accurate. There may be
situations where we may under-budget our working capital requirements, which may lead to delays in
arranging additional working capital requirements, loss of reputation, levy of liquidated damages and can
cause an adverse effect on our cash flows.

Any failure to service our indebtedness or otherwise perform our obligations under our financing agreements
entered with our lenders or which may be entered into by our Company, could trigger cross default
provisions, penalties, acceleration of repayment of amounts due under such facilities which may cause an
adverse effect on our business, financial condition and results of operations. For details of our indebtedness,
please refer to the chapter titled — “Financial Indebtedness” on page 268 of this Prospectus.

26
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Our insurance coverage may not adequately protect us against certain operating risks and this may have
an adverse effect on the results of our business.

Our policies for covering these risks through insurance may not always be effective or adequate. We may
fail to identified every risk and may not be insured against every risk, including operational risk that may
occur and the occurrence of an event that causes losses in excess of the limits specified in our policies or
losses arising from events or risks not covered by insurance policies or due to the same being inadequate,
could materially harm our financial condition and future results of operations.

The summary of the insurance coverage is as under:

 

 

 

 

Rs. in lakhs)
SI.No. | Insuance Coverage FY 2021-22 | FY 2020-21 | FY 2019-20 | FY 2018-19
(upto
September
30, 2021

J. Marine Sales Turnover Insurance 27,700.00 27,250.00 25,200.00 1,450.00

(Import and Export)*
2 Stock at Warehouse 21,800.00 9,550.00 2,600.00 1,500.00
3 Office Building, Godowns etc 792.65 792.65 610.25 _

including Cash Transit

 

 

 

 

 

 

 

 

* The value of the insurance is for initial sum assured and the same is increased based on the increase in
the sales/turnover with advance payment of additional premium.

Details of insurance claims made and amount received thereof till the date of RHP and for the past 3 financial
years are as under:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date Fiscal Policy No. Nature of Claim Rs. in Lakhs
Year
30-01-2019 2018-19 | 0311001117P106085376 Water Damage - Pulses 6.98
13-03-2019 2018-19 | 0830011248 Water Damage - Lentils 6.54
25-08-2020 2020-21 | 0000000013728860 Water Damage - Lentils 1.31
16-10-2020 2020-21 | 0000000013728860 Water Damage - Lentils 8.36
16-10-2020 2020-21 | 0000000013728860 Water Damage - Lentils 1.48
04-01-2021 2020-21 | FPV/S7901552/62/03/005174 | Jeep Car 6.28
03-03-2021 2020-21 | 0000000013728860 Water Damage - Lentils 6.19
20-03-2021 2020-21 | 0000000013728860 Water Damage - Lentils 1.86
17.05.2021 2021-22 | Edelweiss Godown Water Damage — Lentils 0.69
13.09.2021 2021-22 | 9500011200300000016 Water Damage- Chick Peas 10.05
22.10.2021 2021-22 | 0000000018278857 Water Damage- Faba Beans 1.16

 

 

There can be no assurance that any claims filed will be honored fully or timely under our insurance policies.
Also, our financial condition may be affected to the extent we suffer any loss or damage that is not covered
by insurance or which exceeds our insurance coverage. In addition, we may not be able to renew certain of
our insurance policies upon their expiration, either on commercially acceptable terms or at all. For details on
insurance policies taken by our Company please see “Our Business — Insurance”on page 132 of this
Prospectus.

10. In extraordinary situation due to absence of designated (sales/executive/work) employee may affect the

operations of our company.

Our Company has a system in place where all the business vertical heads report directly to the Managing
Director of the Company. The Managing Director of the Company overseas the major import and export
related decisions. The extraordinary situations caused due to absence of designated (sales/executive/work)
employees, Managing Director and CFO, who are ensuring free flow of operations, may adversely affect the
operations of our company.

27
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

11. If we are unable to service our debt obligations in a timely manner or to comply with various financial
and other covenants and other terms and conditions of our financing agreements, it may adversely affect
our business, credit rating, reputation, prospects, results of operations, cash flows and financial condition.

As on September 30, 2021 and March 31, 2021, we had a total debt outstanding of 26,178.77 lakhs and
24,214.08 lakhs respectively comprising of secured working capital loans and unsecured loans. The below
are the details of secured loans:

(Rs. in Lakhs)

 

 

 

 

 

 

 

Category of Sanctioned amount Outstanding amount Sanctioned Outstanding
borrowing as on September 30, as on September 30, amount as on amount as on
2021 2021 March 31, 2021 March 31, 2021

Working capital

facilities

- Fund based 9,500.00 5,628.20 7,600 3861.81

- Non-fund 320.00 Nil 400 Nil

based

Other term loans Nil Nil Nil Nil
Total 9,820.00 5,628.20 8,000 3861.81

 

The details of unsecured borrowing are as under:
(Rs. in Lakhs)

 

Name of Lender Outstanding Outstanding Purpose / Brief terms & conditions
amount ason amountason  Utlilisation
September March 31,

 

 

 

 

 

 

 

30, 2021 2021
M.M. Khemuka as Karta of 25.76 7.76 Working Repayable on demand
M.M. Khemuka & Sons (HUF) capital Rate of Interest — 12%
Raj Kumar Agarwal (Loan) 0.91 0.91 Working Repayable on demand
capital Rate of Interest - 12%
Rakesh Khemka (Loan) 235.40 297.45 Working Repayable on demand
capital Rate of Interest - 12%
Rakesh Kumar Khemka as Karta 26.87 44.02 Working Repayable on demand
of Rakesh Kumar Khemka capital Rate of Interest - 12%
(HUF) Loan
Sumitra Devi Khemuka 2.13 2.13 Working Repayable on demand
capital Rate of Interest - 12%
Sweta Khemka 259.50 0 = Working Repayable on demand
capital Rate of Interest - 12%
Total 550.57 352.27

 

The short term to long term borrowing ratio and debt equity ratio for September 30, 2021 and last 3
financial years are as under:
(Rs. In Lakhs, except ratios)

 

 

 

 

 

 

Particulars September 2021 2020 2019
30, 2021

Short Term Borrowings 5,628.20 | 3861.81 | 1470.39 | 4004.82

Long Term Borrowings 550.57 | 352.26] 325.48 51.39

(Unsecured Loans)

Short Term/Long Term ratio 10.22 10.96 4.52 77.93

Total Debt/Equity Ratio 0.78 0.61 0.31 0.84

 

 

 

 

 

 

28
PROSPECTUS
Dated: March 31, 2022

100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Our debt outstanding payable could have several adverse consequences, including but not limited to the

following:

© a portion of our cash flows may be used towards repayment of our existing debt, which will reduce the
availability of our cash flows to fund working capital, capital expenditures, acquisitions and other
general corporate requirements;

¢ — our ability to obtain additional financing in the future at reasonable terms may be restricted; and

e fluctuations in market interest rates may affect the cost of our borrowings, as some of our indebtedness
is at variable interest rates.

Many of our financing agreements also include various conditions and covenants that require us to obtain
lender consents prior to carrying out certain activities or entering into certain transactions. Typically,
restrictive covenants under our financing documents relate to obtaining prior consent of the lender for, among
others, change in the capital structure, availing additional borrowings, amendment of constitutional
documents, change in ownership or management control, changes in shareholding pattern and management
set-up, any merger, reorganization or similar action and a failure to observe the restrictive covenants under
our financing agreements or to obtain necessary consents required thereunder may trigger an event of default
which may lead to inter alia the imposition of penalties, conversion of debt into equity, termination of our
es, acceleration of all amounts due under such facilities and/or the enforcement of any security
provided. Our future borrowings may also contain similar or additional restrictive covenants. Further, during
any period in which we are in default, we may be unable to obtain further financing or any refinancing of
our debt could be at higher rates of interest with more onerous covenants.

credit facil

 

In addition, lenders may be able to sell our assets charged under such financing arrangements to enforce their
claims and/or enforce the guarantees issued by certain members of our Promoter Group on behalf of our
Company. For further details, see “Financial Indebtedness” beginning on page 268.

12. There are outstanding litigations involving our Company, group companies, promoters, directors and
subsidiaries, which, if determined adversely, may affect our business and financial condition.

As on the date of this Prospectus, our Company is not involved in any legal proceedings. However, we
cannot assure you that there will not be any legal proceedings involving our Company in the future. In the
event there are any legal proceedings involving the Company, we may incur significant expenses in such
legal proceedings and we may have to make provisions in our financial statements, which could increase our
expenses and liabilities. Any adverse decision may adversely affect our business, results of operations and
financial condition.

A summary of the pending litigations involving our Company, its promoters, directors and subsidiaries are
provided below:

(Rs. in Lakhs)

 

Name of Entity

Criminal
Proceedings

Tax
Proceedings

Statutory
or
Regulatory
Proceeding
s

Disciplinary actions
by the SEBI or
Stock Exchanges
against our
Promoters

Material
Civil
itigations

 

Aggregate
lamount involved|

 

‘Company

 

By the Compan

499.71

499.71

 

‘Against the
Company

 

Directors

 

By our Directors

 

‘Against the
Directors*

 

Promoters

 

By Promoters

 

‘Against promoters

34.83

 

Subsidiaries

 

By Subsidiaries

 

‘Against
Subsidiaries

 

 

Group
Companies

 

 

 

 

 

 

 

29

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

 

By Group
Companies

 

Against Group
Companies

 

 

 

 

 

 

 

 

* The matter of Mr. Rakesh Khemka is not disclosed under this heading as it is already disclosed under the
heading “Litigation against our Promoters”.

 

The Company has incurred Rs.15.43 lakhs as legal expenses during last 3 financial years in connection with
the refund claim application (“Application”) bearing number F/S107-1609/2018/ARS filed under Section 27
of the Customs Act, 1962 before the Office of the Commissioner of Customs, Appraising Refund Section
Kolkata (Port), seeking refund of an amount of = 499.71 lakhs (‘Disputed Duty Amount’).

For further details, please refer to the section titled “Outstanding Litigation and Other Material
Developments” on page 273 of this Prospectus.

13. Our Company deals in the commodities which are covered under Open General License (OGL). Any
change in the OGL policy could materially affect our operation and financial results.

Our Company deals in agro commodities which are covered under Open General License (OGL) without
any restrictions. Any change in the OGL policy could materially and adversely affect our business, financial
condition and results of operations.

14. Our Company does not have any documentary evidence for the educational qualifications of one of our
Directors.

Mr. Madan Mohan Khemuka, Non-Executive Director, is unable to trace his educational certificates. As per
information provided by Mr. Madan Mohan Khemuka, he has completed his graduation from Lucknow
University however education documents of Mr. Madan Mohan Khemuka were misplaced and were not
made available for diligence purpose. Mr. Madan Mohan Khemuka has filed FIR with Shakespeare Sarani
police station on Sth August 2021. As per the representation received from Mr. Madan Mohan Khemuka, he
has graduated in the year 1957, and hence we are unable to retrieve/verify his educational documents from
any external/third party agency. Further, the Company has mailed to the University of Lucknow seeking to
provide the educational qualification documents of Mr. Madan Mohan Khemuka. However, no reply has
been received from the university till date. Due to lack of documents and relevant information, we have not
disclosed details of his educational qualifications in his biography in the chapter titled “Our Management”
as is required under the SEBI ICDR Regulations. For further details, please refer to the chapter titled “Our
Management” on page 157 of this Prospectus.

15. Our Promoter, Directors and members of our Promoter Group have extended personal guarantees with
respect to loan facilities availed by our Company. Further, member of our Promoter Group has provided
their property as collateral security for loan facilities availed by our Company. Revocation of any or all
of these personal guarantees or withdrawal of such property may adversely affect our business operations
and financial condition.

Mr. Rakesh Khemka, Promoter, Mr. Madan Mohan Khemuka, Non-Executive Director, Mr. Mukesh
Khemuka, Sweta Khemka and Uma Agro Exports Private Limited, members of our Promoter Group, have
extended personal guarantees in favour of certain banks with respect to the loan facilities availed by our
Company from them. Further, Uma Agro Exports Private Limited, member of our Promoter Group has
provided its property as collateral security for the loan availed by our Company. The details of personal
guarantee of the Directors of the Company as on September 30, 2021 and March 31, 2021 are as under:
(Rs. in Lakhs)

 

 

 

 

 

 

 

Name of the Guarantors | Guarantee given on | Bank Name Sanctioned | Sanctioned As
behalf of As on September | on March 31,
30, 2021 2021
Mukesh Khemuka Uma Exports Limited | Union Bank 5,000.00 5,000.00
Rakesh Khemka Uma Exports Limited | Union Bank
Shrawan Agarwal Uma Exports Limited | Union Bank
Mukesh Khemuka Uma Exports Limited | ICICI 3,320.00 2,000.00
Rakesh Khemka Uma Exports Limited | ICICI

 

 

 

 

 

 

30
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shrawan Agarwal Uma Exports Limited | ICICI
The details of personal guarantee provided by the Promoter of the Company as on September 30, 2021,
March 31, 2021 and March 31, 2020, are as under:
Name of the Guarantee given | Bank As on 30-09- As on 31-03- As on 31-03-
Guarantors on behalf of Name 2021 2021 2020
Sanctioned Sanctioned Sanctioned
Amount Amount Amount
(Rs. in Lakhs) (Rs. in Lakhs) | (Rs. in Lakhs)
Mukesh Uma Exports
Khemuka* Limited Union
Rakesh Khemka | Uma Exports | Bank 2000.09 2,000-00 2000-00
Limited
Mukesh Uma Exports
Khemuka* Limited
ICICI 3,320.00 2,000.00 2,000.00
Rakesh Khemka | Uma Exports ° ° °
Limited
Rakesh Khemka | Uma Udyog
(Firm)
Mukesh Uma Udyog
Khemuka* (Firm) Union
2,000.00 2,000.00 2,000.00
Sumitra Devi | Uma Udyog | Bank ° ° °
Khemuka (Firm)
Madan = Mohan | Uma Udyog
Khemuka* (Firm)

 

 

 

 

 

 

 

16.

¥ Persons forming part of promoters’ group have provided personal guarantee jointly with our Promoters.

Presently none of Key managerial personnel who does not belong to Promoters Group has extended any
personal guarantee or Collateral security which might affect the business of our Company adversely.

The Company has given a corporate guarantee of Rs. 2,000.00 Lakhs to Union Bank of India towards loan
to Uma Udyog. Uma Udyog is a partnership firm forming part of the group entity. Except this, the Company
has not provided any guarantee to any bank/financial institution towards loan/bank guarantee of group
companies or promoter.

In the event any of these guarantees are revoked or the properties provided as collateral security are
withdrawn, our lenders may require us to furnish alternate guarantees or an additional security or may
demand a repayment of the outstanding amounts under the said facilities sanctioned or may even terminate
the facilities sanctioned to us. There can be no assurance that our Company will be able to arrange such
alternative guarantees or provide an alternate collateral security in a timely manner or at all. If our lenders
enforce these restrictive covenants or exercise their options under the relevant debt financing agreements,
our operations and use of assets may be significantly hampered and lenders may demand the payment of the
entire outstanding amount and this in turn may also affect our further borrowing abilities thereby adversely
affecting our business and operations. For further details, please refer to the chapter titled — “Financial
Indebtedness” on page 268 of this Prospectus.

Our ability to pay dividends in the future may be affected by any material adverse effect on our future
earnings, financial condition or cash flows.

The Company has not paid any dividend on its Equity Shares in the previous three years. Our ability to pay
dividends in future will depend on our earnings, financial condition and capital requirements. Our business
is working capital intensive and we may be required to obtain consents from certain of our lenders prior to
the declaration of dividend as per the terms of the agreements executed with them. We may be unable to pay
dividends in the near or medium term, and our future dividend policy will depend on our capital requirements
and financing arrangements in respect of our operations, financial condition and results of operations. There

31
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

can be no assurance that our Company will declare dividends in the future. For further details, please refer
to the chapter titled “Dividend Policy” on pages 183, of this Prospectus.

17. Any adverse change in regulations governing our products and the products of our customers, may
adversely impact our business prospects and results of operations.

The Company has imported / exported agriculture commodities particularly lentils, sugar, chana and pulses
during the last 5 years. The custom duty on these agriculture commodities were nil and these commodities
are freely imported / exported from India. Thus, there is no risk associated to the Company’s revenue due to
the changes of Import/Export policy for produces dealt by the company in last 5 years.

Further, in the year 2018 Yellow Peas import was restricted by Ministry of Commerce (Govt. of India). Prior
to this we as a company used to import around 20,000 MT (approx.) annually. As Govt. restricted its import,
immediately we started trading yellow peas locally and increased our volume in other commodities.

In the same year 2018, Govt. of India restricted import of Urad (Black Matpe) and Toor (Pigeon Peas). These
restrictions were for traders and govt. allocated quota for import to millers which was very small in quantity
of 200 MT (approx.) for millers. Both these commodities, we have not traded in volume in past.

We are majorly into imports of lentils which is under Open General License (OGL) and Govt. has no
restrictions on lentils. Govt. imposed 30% import duty plus cess on import of lentils to support farmers and
was reduced to 10% plus cess when Govt. saw huge rise in prices of Lentils domestically.

Further, the Govt. has been giving subsidy to sugar mills for export to enable export of sugar from India. We
have been exporting sugar after buying from sugar mills and exporting to various countries like Sri Lanka,
Afghanistan, United Arab Emirates, Bangladesh, Djibouti etc.

Our Company has a strong presence in agro commodities trading segment thereby enabling it to strategize
and switch over exports/imports from one commodity to another in accordance with change in demand or
inconsistency in pricing or change in government policies for any commodity during any season.

The Company has not imported anything during the last three financial years from Afghanistan. Further, the
Company’s export to Afghanistan during the period ended September 30, 2021 and the last 3 financial years
are as under:

(Rs. in Lakhs)

 

 

 

 

 

 

Financial Year Export to Afghanistan Percentage of
Amount (Rs. in Lakhs) total Exports
2018-19 1,432.24 11.57
2019-20 894.39 21.16
2020-21 1,693.55, 23.63
September 30, 2021 3045.00 34.03

 

 

 

 

Regulatory requirements with respect to trading in agricultural products and commodities are subject to
change. An adverse change in the regulations governing the trading in agricultural products and
commodities, including the payment of minimum support prices and requirement of certification from
recognized governmental institutes and agencies for export of agricultural produce and commodities, may
be onerous and have an adverse impact on our operations. Our Company may be required to alter our
procurement or distribution process and target markets and incur expenditure to achieve compliance with
such new regulatory requirements applicable to us and our customers.

We cannot assure you that we will be able to comply with the regulatory requirements. If we fail to comply
with new statutory or regulatory requirements, there could be a delay procurement and/or export of the
agricultural produce and commodities. Moreover, if we fail to comply with the various conditions attached
to such approvals, licenses, registrations and permissions once received, the relevant regulatory body may
suspend, curtail or revoke our ability to trade in such agricultural commodities and/or we may be deemed to
be in breach of our arrangements with our customers. Consequently, there is an inherent risk that we may
inadvertently fail to comply with such regulations, which could lead to forced shutdowns and other sanctions
imposed by the relevant authorities, as well as the withholding or delay in receipt of regulatory approvals for

32
18.

19.

20.

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

the agricultural commodities we deal in, which may adversely impact our business, results of operations and
financial condition.

Our Company do not have any formal dividend policy and have not paid dividend in last 5 finaical years.

Our Company do not have any formal dividend policy and has not no track record of dividend payment in
last 5 finacial years. We cannot assure payment of dividend by our Company in future as well.

Any downgrade in the rating of the Company’s long-term bank facility will adversely affect the financials
and cost of borrowings of the Company

CRISIL has reaffirmed 'CRISIL BBB/Stable’ rating on the long-term bank facilities to our Company. The
rating continues to reflect the Company’s established position in the agricultural commodities trading
business, comfortable financial risk profile and adequate risk management policies. We cannot assure you
that we will be able to maintain this rating in future and any downgrade in the rating of the Company’s long-
term bank facility will adversely affect the financials and cost of borrowings of the Company thereby
impacting the profitability of the Company.

We are subject to government regulations and if we fail to obtain, maintain or renew our statutory and
regulatory licenses, permits and approvals required for our business, our results of operations and cash
flows may be adversely affected.

We are required to obtain and maintain a number of statutory and regulatory licences, registrations, permits
and approvals under central, state and local government rules in India, generally for carrying out our business
and for our warehousing facilities. In addition, we will need to apply for renewal of certain approvals,
licenses, registrations and permits, which expire or seek new approvals, licenses, registrations and permits
from time to time, as and when required in the ordinary course of our business. The following licences and
approvals held by our Company will expire within a period of three years from the date of this Prospectus,
unless renewed:

 

Sr.

Type of Issuing Authority Reference) Validfrom/‘Tenureand Date of

No. — License/Approv Registration _Date of Expiry/ _ application
al

/LicenseNo. Renewal _—-Validupto —_ pending
approval

 

Trade Dhulagori Gram 667 April 1, 2021 1 year; Not
Registration Panchayat March 31, Applicable
Certificate 2022

 

License granted State Licensing Authority 1002103100 October 3, 5.29 years; Not
under the under FSSA, 2006 0031 2021 January 16, Applicable
provisions of 2027

the Food Safety

and Standard

Act, 2006

 

Our licences, registrations, permits and approvals are also subject to certain conditions, some of which may
be onerous and require us to incur expenditure. We may also not be aware of certain approvals or
permissions, which we may be required to maintain or acquire for undertaking our operations, under any
new regulation or amended regulation made by any local or State Government. An inability to obtain,
maintain or renew licences, registrations, permits and approvals required for our operations may adversely
affect continuity of our operations.

33
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

21. The registered office of our Company is shared by our group companies. Any present and future conflicts

involving any of our group companies sharing our registered office premises could have a material
adverse effect on our business.

The details of the registered office shared by our group companies are as under:

 

 

 

 

 

 

 

Name Licensor Address Premises Business Common
Type Directors
Agrocomm Uma Mr. Rakesh
Trading Exports . Khemka
Rented Indenti it
Company Limited Ganga Jamuna a neemengaee™ Mr. Madan
Private Limited Apartment 28/1, Mohan Khemuka
U Ast Fl Mr. Rakesh
Uma Agro ma Sens Trading of agro rane
. Exports Shakespeare esac, Khemka
Exports Private as 5 Rented commodities in
Limited Limited Sarani, Kolkata, India onl Mr. Madan
West Bengal y Mohan Khemuka
Uma 700 072
Umaexpo Import and export
. we Exports Rented . None
Private Limited a of spices
Limited

 

 

 

 

 

 

 

22.

Any present and future conflicts involving any of our group companies sharing our registered office premises
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. We cannot assure you that these or
other conflicts of interest, in the event such conflicts arise, will be resolved in an impartial manner.

Our Company is in violation of the provisions of the Foreign Exchange Management Act, 1999 and the
rules and regulations framed thereunder especially the Foreign Exchange Management (Transfer or
Issue of any Foreign Security) Regulations, 2004, in respect of the acquisition of the Company’s foreign
wholly owned subsidiary U.E.L International FZE.

Our Company had acquired 100% shareholding of U.E.L International FZE (“U.E.L”), a company registered
in the UAE, from Mr. Manoj Kumar Srinivas Pacheriwala (“Seller”) in the year 2014 pursuant to the terms
of the share purchase agreement dated November 13, 2014 (“SPA”) entered into between our Company and
the Seller. As per the SPA, the payment of the purchase consideration was agreed to be made on a deferred
basis to the Seller. For more information on the SPA please refer to the chapter “History and Certain
Corporate Matters — Material Agreements” on page 154 of this Prospectus. Since the payment of the
purchase consideration was on a deferred basis, the acquisition of U.E.L fell under the approval route and
hence required a prior written approval of the Reserve Bank of India (RBI). However, our Company failed
to take prior approval of the RBI for such acquisition. Consequently, our Company inter alia failed to obtain
the unique identification number (UIN) from the RBI for filing Form ODI (required under the Foreign
Exchange Management (Transfer or Issue of Foreign Security) Regulations, 2004), failed to file the Annual
Performance Reports and the Annual Return on Foreign Liabilities and Assets of the Company since the
year 2015 and failed to report the receipt of the share certificate of U.E.L, to the RBI. An amount of Rs.10.00
Lakhs (approx.) has been capitalised in respect of expenses for acquisition of the subsidiary and related
expenses.

Our Company has still not remitted the purchase consideration agreed under the SPA to the Seller and has
therefore approached the RBI through its authorised dealer category-I bank (AD Bank) to allow such
remittance. We have vide letter dated September 1, 2021 sought RBI’s post facto approval for remittance of
the said purchase consideration to the Seller. In response to the application filed by the Company vide letter
dated September 1, 2021 seeking RBI's post facto approval for remittance of the said purchase consideration
to the Seller, AD Bank had asked the Company to submit further documents/information and the same was
submitted on October 21, 2021. The Company has received a letter from AD Bank dated December 13, 2021
seeking additional information which was replied by the Company on February 14, 2022. There have been
no further developments in this regard and no penalty has been levied against the Company as on the date of
this Prospectus. Since, we are seeking a post facto approval, we cannot assure that such approval would be

34
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

granted by the RBI or the above mentioned non-compliance would be regularized. Further we may also be
subject to penalties or fines that the RBI may impose for violating the provisions of FEMA, 1999 and
regulations thereunder, including the abovementioned violations of the Foreign Exchange Management
(Transfer or Issue of Foreign Security) Regulations, 2004.

23. Any delays and/or defaults in customer payments could result in increase of working capital investment

24,

and/or reduction of our Company’s profits, thereby affecting our operation and financial condition.

We are exposed to payment delays and/or defaults by our customers. Our financial position and financial
performance are dependent on the credit worthiness of our customers. We cannot assure you that payments
from all or any of our customers will be received in a timely manner or to that extent will be received at all.
If a customer defaults in making its payments on an order on which our Company has devoted significant
resources, or if an order in which our Company has invested significant resources is delayed, cancelled or
does not proceed to completion, it could have a material adverse effect on our Company’s results of
operations and financial condition. For the period ended September 30, 2021 and Fiscals ending March 31,
2021, March 31, 2020 and March 31, 2019 our trade receivables were % 3,838.74, 22,834.71, 1,319.28 lakhs
and 1,373.01 lakhs, respectively, out of which, debts amounting to 7325.65, %3.24, 774.32 lakhs and 213.86
lakhs were outstanding for a period exceeding six months.

The trade receivables as percentage of the revenue/sales for September 30, 2021 and for the last 3 financial
years on consolidated basis are as under:

 

 

 

 

(Rs. In Lakhs)
Particulars 30-09-2021 31-03-2021 31-03-2020 31-03-2019
Trade receivables 3,838.74 2,834.71 1,319.28 1,373.01
Revenue/sales 52,136.58 74,215.52 80,676.42 32,691.62
Trade receivables as percentage 7.36 3.82% 1.64% 4.19%
of the revenue/sales

 

 

 

 

 

 

 

Trade receivables as percentage of the revenue/sales = Trade Receivable / Revenue

The Company exports sugar and rice on “Cash Against Documents” (CAD) basis from dealer / buyer’s
banker. Every export consignment of the Company covered under ECGC and the Company deals only with
reputed multinational companies to ensure there is minimul risk of bad debt. Wheat and Maize are exported
against 100% Letter of Credit from buyer.

In domestic market, depending of the reputation and past track record with our Company, we sale / supply
on advance and credit basis in domestic market.

During the last 3 financial years, there was no instance of bad debt, thus, no provision for bad debt was made
by the Company during the last 3 financial years.

There is no guarantee on the timeliness of all or any part of our customers’ payments and whether they will
be able to fulfill their obligations, which may arise from their financial difficulties, deterioration in their
business performance, or a downturn in the global economy. If such events or circumstances occur, our
financial performance and our operating cash flows may be adversely affected.

Our Company is in violation of certain provisions of the Companies Act, 2013 and the rules and
regulations framed thereunder.

We had acquired U.E.L. International FZE, a company registered in the United Arab Emirates on November
13, 2014. By virtue of our shareholding, U.E.L. International FZE is our wholly owned subsidiary. Since
U.E.L. International FZE is our wholly owned subsidiary, our Company is required to consolidate the
financial statements of U.E.L. International FZE and file it with the ROC in accordance with the section 137
of the Companies Act, 2013 and the applicable rules thereunder. However, our Company has filed its’
standalone financial statements only and has failed to file the consolidated financial statements from the
fiscal year 2015 till 2020 with the ROC. Further, our Company had constituted an audit committee as per
the provisions of section 177 of the Companies Act, 2013 in the year 2014 but has failed to include the

35
25.

26.

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

reference of the same in the annual reports of the Company. As of the date of this Prospectus, we have not
received any show cause notice in respect to the above non-compliance. Moreover, to rectify the
aforementioned non-compliance we have filed compounding applications with the Registrar of Companies,
Kolkata. In addition to the compounding of the above offences, we may be imposed additional penalties
under the Companies Act, 2013 for the above violations.

Our Company is in violation of the provisions of the Foreign Exchange Management Act, 1999 and the
rules and regulations framed thereunder especially the Foreign Exchange Management (Transfer or
Issue of any Foreign Security) Regulations, 2004 since we failed to report to the RBI about the
incorporation of our subsidiary in Singapore ‘Uma Exports Pte. Ltd.’

Our Company had incorporated a foreign wholly owned subsidiary, Uma Exports Pte Ltd. in Singapore
(“Singapore WOS”) on January 17, 2019 with a capital of USD 1. But our Company failed to intimate the
Reserve Bank of India (RBI) about the incorporation of the Singapore WOS. However, since the
incorporation, there were no infusion or remittance of funds in the Singapore WOS. Moreover, no business
activities were undertaken by the Singapore WOS. Therefore, on April 1, 2020 our Company decided to
close down the Singapore WOS and have it struck off. The current status of Uma Exports Pte. Ltd. is that it
is ‘struck off as indicated on the business filing portal of Accounting and Corporate Regulatory Authority
of Singapore (ACRA). We have addressed a letter dated August 9, 2021 to our authorised dealer category-I
bank (AD Bank) for seeking RBI’s approval in respect of the closure of the Singapore WOS and the
regularization of the aforementioned non-compliance. There has been no response / communication received
from the AD Bank in the said matter and no penalty has been imposed against the Company for the aforesaid
non-compliance till date. Thus, we cannot assure that we will receive such approval from RBI in the near
future and whether the above-mentioned non-compliance would be regularized in the near future. The
Company may also be subject to penalties or fines in respect of the abovementioned non-compliance.

Some of our corporate records relating to changes in the share capital of our Company are not traceable
and we have limited records of bank documents relating to certain share allotments made by our
Company. These records may not be available in future also and we may be subject to penalty imposed by
the competent regulatory authority in this respect.

Our Company has not been able to trace certain corporate records such as certain forms (including forms
required to be filed under the Companies Act, 1956), filings, and minutes of meetings of our Board and
Shareholders, in relation to the changes in the share capital of our Company and the allotments made by our
Company. We have not been able to trace minutes of board and shareholders meetings and statutory records
and returns till the FY 2007-08. Also, Form 2 for issue of bonus shares in the year 1997 are not traceable.
As per the certificate dated August 25, 2021, from Chandni Maheshwari, Practicing Company Secretary, she
attempted to conduct a physical verification at the office of the RoC, Kolkata, on August 24, 2021 however
due to the COVID-19 restrictions she was not allowed to do so. Thereafter, our Company vide its letter dated
August 25, 2021 requested the RoC to permit physical verification of the aforementioned documents.
However, we have not received any reply from the RoC as on date of filing this Prospectus. Further, certain
historical bank records for our allotments in the years 1989, 1991, 1995, 1997, 1999 and 2000 could not be
traced. We have approached and requested the concerned banks three time for providing us the requested
bank records but have failed to receive any response. However, we have managed to trace bank records for
a significant amount of the equity share allotments made for cash. Out of the = 2,498.63 lakhs of the issued
and paid up capital of our Company, = 1,891 lakhs of issued and paid up capital of the Company correspond
to the equity share allotments made in cash and balance 2 607.63 lakhs correspond to the equity share
allotments made in bonus issues of our Company. Thus, out of aforementioned = 1,891 lakhs of issued and
paid up capital of the Company, we have managed to trace the bank records for the equity share allotments
amounting to % 1,625 lakhs. The Company has lodged a police complaint with the jurisdictional police station
regard the loss of statutory records and documents.

Information in relation to such changes in share capital and allotments, has been disclosed in the section

“Capital Structure” on page 80, in this Prospectus, based on the statutory register of members, minutes of

the meetings of our Board (to the extent available), annual reports of our Company, bank and demat

statements, depository instruction slips, share certificates, and information available with our Company.

Further, we may not be able to furnish any further document evidencing the aforesaid details. For details of

periods for which such documents are not available, please see “Capital Structure” and “Capital Structure
Notes to Capital Structure” on page 81 of this Prospectus.

36
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

The details of missing and non-traceable record/documents as identified during the course of our Due

Diligence, are as under:

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. Date of Allotment Type of Issue Particulars of documents / records available
No. ROC Forms & | Resolution / | Bank Statement
Challan for | List of | showing the receipt of
allotment of | Allottees and | funds from the
shares other respective allottees
corporate
records i
documents
1. Upon Incorporation Subscription to | Not Applicable | Not Applicable | Not Available
MOA
2. March 31, 1989 Preferential Issue Available Available Not Available
3. November 25, 1991 Preferential Issue Available Available Not Available
4. March 31, 1997 Bonus Issue Not Available | Available Not Applicable
5. March 31, 1999 Preferential Issue Available Available Not Available
6. August 31, 2000 Preferential Issue Available Available Not Available

 

 

27.

The Company has not received any comment/reply of RoC in this regard.

We cannot assure you that the abovementioned corporate records will be available in the future. Further, we
cannot assure you that our Company has filed such forms and filings in a timely manner or at all, in the past.
Although no regulatory action/ litigation is pending against us in relation to such untraceable secretarial and
other corporate records and documents, we cannot assure you that we will not be subject to penalties imposed
by regulatory authorities in this respect.

In the past, there have been instances of delays in filings of certain forms which were required to be filed
as per the reporting requirements under the Companies Act, 1956 and Companies Act, 2013 to RoC.

In the past, there have been certain instances of delays in filing statutory forms as per the reporting
requirements under the Companies Act, 1956 and Companies Act, 2013 with the RoC. The details of delays
in filing statutory forms with RoC under the Companies Act, 1956 and Companies Act 2013, are as under:

 

Sr.

Section

Nature of Non-Compliance

Corrective step taken by the Company

 

1. | Section 129,
137 of
Companies
Act, 2013

The Company has failed to
consolidate the accounts with its
Dubai based subsidiary since FY
2014-15 to FY 2019-20 and
accordingly only Standalone
Financial Statement were filed
with the ROC in the Form AOC-4
XBRL

The Company has Consolidated its accounts
with the accounts of Dubai based subsidiary
and have adopted the same in the Annual
General Meeting held on September 1, 2021.
The Company has also filed the
compounding application with ROC to
condone the matter.

 

 

2. | Section 134 of
the Companies
Act, 2013"

 

 

The Company had Committees of
Board in place since FY 2014-15,
however, the Company has failed
to provide the composition and
details of meeting held during the
financial year in the Director’s
Report filed along with the
financial statements from FY
2014-15 to FY 2019-20.

 

The Company has adopted the Directors
Report for the FY 2014-15 to FY 2019-20
along with the financial statements at the
Annual General Meeting held on September
1, 2021. The Company has also filed the
compounding application with ROC to
condone the matter

 

 

37

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

Sr. Section Nature of Non-Compliance Corrective step taken by the Company
No.

3. | Section The Company has _ granted | The Company has filed the Form CG-1 vide
179(3)(f) of Corporate Guarantee to one of the | SRN 130909113 dated July 14, 2021 for
Companies related concerns, M/s. Uma | condonation of delay in filing the Form
Act, 2013 Udyog, for which the Company | MGT-14 with ROC

has inadvertently failed to file the
Board Resolution for giving the
corporate guarantee in Form
MGT-14.

 

4. | Section 92 of
the Companies
Act, 2013

The Company has inadvertently
failed to file the Annual Return in
Form MGT-7 for the FY 2019-20
with the ROC within the time limit
specified under the Act.

The Company has filed the Form MGT-7 and
have paid the additional fees for the same.

 

5. | Section 129,
137 of
Companies
Act, 2013

The Company has inadvertently
failed to file the Financial
Statements in Form AOC-4 XBRL
for the FY 2019-20 with the ROC
within the time limit specified
under the Act.

The Company has filed the Form AOC-4
XBRL and have paid the additional fees for
the same.

 

6. | Section 129,
137 of
Companies
Act, 2013

The Company has inadvertently
failed to file the Financial
Statements in Form AOC-4 XBRL
for the FY 2015-16 with the ROC
within the time limit specified
under the Act.

The Company has filed the Form AOC-4
XBRL and have paid the additional fees for
the same.

 

 

7. | Section 129,
137 of
Companies
Act, 2013

 

 

The Company has inadvertently
failed to file the Financial
Statements in Form AOC-4 XBRL
for the FY 2018-19 with the ROC
within the time limit specified
under the Act.

 

The Company has filed the Form AOC-4
XBRL and have paid the additional fees for
the same.

 

 

28.

It may be noted that the filing of documents with RoC after due dates (i.e. delay filing) was done by the
Company with payment of additional fee for the period of delay and the documents filed after due date with
additional fee was taken on records by the RoC.

We depend on a few customers of our products, for a significant portion of our revenue, and any decrease
in revenues or sales from any one of our key customers may adversely affect our business and results of
operations.

Our Company is engaged in the business of export and import trade of agricultural produce and commodities
for sale to various merchants and distributors. For the Fiscals 2021, 2020 and 2019, 33.13%, 34.17% and
40.53%, respectively, of our revenue from operations were derived from our top ten customers (in the
respective Fiscals). Our business operations are highly dependent on our customers. Details of the revenue
generated from top 10 repeated customers, i.e. revenue generated from import, in last three Fiscal years are
as under:

38
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

(Rs. In Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

‘Name of the Country of 2021 2020 2019

Customer origin of Rs. % Rs. % Rs. %
customuer

Suryodaya Edibles India 1913.55 | 3.17% 1601.76 2.63% 442.77 | 0.73%

India (P) Ltd

PP Tradecom India 1693.47 | _2.81% 1197.81 1.97% 499.19 | 0.82%

Ghanshyam Gupta & India 1542.39 | 2.56% 1050.77 1.73% 540.17 | 0.89%

Sons

Jay Shree Pulses Pvt. India 1064.94 | _1.77% 597.50 0.98% 156.99 | 0.26%

Ltd

Jayant Dal Mill Pvt India 887.50 | 1.47% 565.20 0.93% 81.46 | 0.13%

Ltd

Vinod Kr. & Bros India 755.23 | __1.25% 29.90 0.05% 51.16 | 0.08%

ETC Agro Processing India 659.68 | 1.09% 6962.91 | 11.44% 558.87 | 0.92%

(India) Pvt. Ltd

Prosperity Vanijya India 651.34 | 1.08% 194.98 0.32% 62.59 | 0.10%

Pvt Lid

Shree Hanuman Food India 637.39 | 1.06% 4,03.62 0.66% 84.38 | 0.14%

Product

Kamlesh Kumar India 617.34 | 1.02% 453.50 0.75% 75.78 | 0.12%

Gupta & Sons

 

 

 

 

 

 

 

 

Details of the revenue generated from top 10 repeated customers, i.e. revenue generated from export, in
last three Fiscal years are as under:
(Rs. In Lakhs)

 

 

 

Country of 2021 2020 2019
Name of the Customer | origin of

customuer Rs. % Ee % ES us
Zahid & Brothers Bangladesh 260.81 2.92% 398.38 8.98% 60.79 0.51%

 

Global Trading & Co. Sri Lanka 166.38 1.86% 65.27 1.47% 779.63 6.52%

 

 

OOO Espee Limited Russia 10.73 0.12% 77,71 1.75% 117.99 0.99%

 

 

 

 

 

 

 

 

 

There have been no such instances of losing any customer during the last 3 years.

While we typically have long term relationships with our customers, we have not entered into long terms
agreements with our customers and the success of our business is accordingly significantly dependent on us
maintaining good relationships with our customers and suppliers. The actual sales by our Company may
differ from the estimates of our management due to the absence of long-term agreements. The loss of one or
more of these significant customers or a reduction in the amount of business we obtain from them could have
an adverse effect on our business, results of operations, financial condition and cash flows. We cannot assure
you that we will be able to maintain historic levels of business and/or negotiate and execute long term
contracts on terms that are commercially viable with our significant customers or that we will be able to
significantly reduce customer concentration in the future.

Further, neither do we have any exclusive agents, dealers, distributors nor have we entered into any
agreements with any of the market intermediaries for selling or marketing our products. If there occurs any
change in the market conditions, requirements of our customers, or if we fail to identify and understand
evolving industry trends, preferences or fail to meet our customers’ demands, it might have a direct impact
on our revenue and customer base. The inability to procure new orders on a regular basis or at all may
adversely affect our business, revenues, cash flows and operations.

39

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

29. The continuing impact of the COVID-19 pandemic on our business and operations is uncertain and it
may be significant and continue to have an adverse effect on our business, operations and our future
financial performance.

While there has been no material impact of COVID-19 pandemic on the Company’s financial condition

including liquidity, profitability, capacity utilization, existing contracts and arrangements or trade

receivables in previous and in the current Fiscal, we are not in a position to assure that it will continue to be

so in the future. The impact of the pandemic on our business, operations and future financial performance

may include, but are not limited to the following:

e result in a complete or partial closure of, or disruptions or restrictions on our ability to conduct our
operations, resulting from government actions such as imposition of partial or complete lock-down;

¢ — our inability to source goods from our suppliers as a result of the temporary or permanent closure of the
facilities of our suppliers;

¢ a significant percentage of our workforce being unable to work, including because of travel or
government restrictions in connection with COVID-19, including stay at home order, which could result
in a slowdown in our operations;

© our proposed / existing business plans becoming delayed or postponed indefinitely;

e — impact our ability to travel, pursue business transactions and delay shipments of our products;

e delays in fulfilment of existing orders or delivery of orders, which will negatively impact our cash
conversion cycle;

e inability to collect full or partial payments from customers due to deterioration in customer liquidity,
including customer bankruptcies or payments to suppliers due to delay in collections or liquidity issue;

¢ — our inability to access debt and equity capital on acceptable terms, or at all;

e impact our compliance with the covenants in our credit facilities and other financing agreements and
could result in events of default and the acceleration of indebtedness;

© uncertainty as to what conditions must be satisfied before government authorities completely lift
lockdown orders; and

«the potential negative impact on the health of our employees, particularly if a significant number of them
are afflicted by COVID-19, which could result in deterioration of our ability to ensure business
continuity.

Any resulting financial impact due to the above cannot be reasonably estimated at this time. The extent to
which the COVID-19 impacts our business and results will depend on future developments, which are highly
uncertain and cannot be predicted, such as new information which may emerge concerning the severity of
the coronavirus and the actions taken globally to contain the coronavirus or treat its impact, among others.
In addition, we cannot predict the impact that the COVID-19 pandemic will have on our customers, suppliers
and other business partners, and each of their financial conditions; however, any material effect on these
parties could adversely impact us. As a result of these uncertainties, the impact may vary significantly from
that estimated by our management from time to time, and any action to contain or mitigate such impact,
whether government-mandated or opted by us, may not have the anticipated effect or may fail to achieve its
intended purpose altogether.

  

As of the date of this Prospectus, there is significant uncertainty relating to the severity of long-term adverse
impact of the COVID-19 pandemic on the global economy, global financial markets and the Indian economy,
and we are unable to accurately predict the long-term impact of the COVID-19 pandemic on our business to
the extent that the COVID-19 pandemic adversely affects our business and operations.

30. Our Import/Exports business activities are concentrated on one or more ports in India. Any disruption
caused on these ports could materially impact our business financials performance.

Our Import/Exports business activities are concentrated on one or more ports in India. Any disruption caused on
these ports could materially impact our business and financials performance. Our major import/export activities
are conducted through Mumbai and Kolkata ports. The details of countrywise and portwise import and export are
as follows:

40
Country-wise Imports for past three financial years are as follows:

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr.No. | Financial Year Country-wise Imports Amount Percentage of
(Rs. in lakhs) total Imports
is Canada 2,538.36 68.32
2. UAE 211.35 5.69
EB Australia 441.71 11.89
4. 2018-19 United Kingdom 38.68 1.04
BE Singapore 291.61 7.85
6. USA 154.85 4.17
7. Sri Lanka 38.98 1.05
is Canada 5,133.96 51.21
2. UAE 457.61 4.56
3. Australia 1,737.30 17.33
4. 2019-20 Singapore 662.23 6.61
Bs USA 321.68 3.21
6. Netherland 1,280.34 12.77
7. Turkey 326.51 3.26
8. High Sea 106.00 1.06
1. Canada 20,501.39 72.82
2. UAE 940.98 3.34
8: 2020-21 Australia 3,090.68 10.98
4. Russia 161.05 0.57
5. Netherland 3,459.43 12.29
Country-wise Exports for past three financial years are as follows:
Sr. No. Financial Year Country-wise exports Amount Percentage of
(Rs. in lakhs) total Exports
1. Bangladesh 1,175.59 9.51
2 Benin 157.19 1.27
3. Madagascar 1,780.50 14.40
4. 2018-19 Russia 181.81 1.47
Be Myanmar 2,461.42 19.90
6. Afghanistan 1,736.99 14.04
z Sri Lanka 4,874.27 39.41
1. Bangladesh 1,760.82 41.66
2 Madagascar 139.65 3.30
3. Russia 73.08 1.73
4. 2019-20 Afghanistan 894.40 21.16
BE Sri Lanka 1;335;31. 31.59
6. Thailand 23.59 0.56
1. Bangladesh 1,150.98 16.06
2} China 662.72 9.25
3: Bahrain 121.42 1.69
4. Djibouti 259.09 3.61
5. 2020-21 Afghanistan 2,324.88 32.43
6. UAE 57.01 0.80
% Sri Lanka 2,592.10 36.16

 

 

 

 

 

 

41

 
Port-wise Imports for past three financial years are as follows:

PROSPECTUS

Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. No. Financial Year Port-wise Imports Amount Percentage of
(Rs. in lakhs) total Imports
1. Kolkata 3,630.27 97.71
2} 2018-19 Chennai 85.26 2.29
1. Kolkata 9,342.02 93.18
2. Mumbai 307.15 3.06
8: 2019-20 Mundra 290.75 2.90
4. Chennai 85.71 0.85
1. Kolkata 25,898.28 91.99
2 Mumbai 1,436.42 5.10
Bi 2020-21 Mundra 818.83 2:91
Port-wise Exports for past three financial years are as follows:
Sr. No. Financial Year Port-wise Exports Amount Percentage of
(Rs. in lakhs) total Exports
1. Kolkata 335.16 10.80
2; Kolkata Land Ports 322.00 2.60
(Petrapole)
3. Mumbai 9,595.12 77.58
4. Cochin 25.57 0.21
5. 2018-19 Merchant Trade 42.87 0.35
6. Krishnapatnam 631.02 5.10
7. Mundra 80.54 0.65
8. Nagpur 35.83 0.29
9. Vizag 299.66 2.42
dy Kolkata 109.03 2.58
2. Kolkata Land Port 1,760.82 41.66
(PETRAPOLE)
3. 2019-20 Mumbai 2,304.63 54.52
4. Chennai 23.59 0.56
5 Cochin 28.79 0.68
1. Kolkata 518.01 ‘23
2. Kolkata Land Port 892.05 12.44
2020-21 (PETRAPOLE)
3. Mumbai 5,758.14 80.33

 

31. Some of our Group Companies are engaged in the line of business which is same or similar to that of our

 

Company. There are no non-compete agreements between our Company and such entities. We cannot
assure that our Promoter and Promoter Group members will not favour the interests of such entities over
our interest or that the said entities will not expand which may increase our competition and may adversely
affect business operations and financial condition of our Company.

Some of our Group Companies are engaged in same or similar line of business as that of our Company. We
have not entered into any non- compete agreement with such entities. We cannot assure that our Promoter/
Promoter Group who has common interest in such entities will not favour the interest of such entities. As a
result, conflicts of interests may arise on account of common suppliers/ customers and in allocating business
opportunities amongst our Company and such entities in circumstances where our respective interests
diverge.

Any such present and future conflicts could have a material adverse effect on our reputation, business, results

42
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

of operations and financial condition which may adversely affect our profitability and results of operations.
We cannot assure you that these or other conflicts of interest, in the event such conflicts arise, will be resolved
in an impartial manner.

32. Our Group Companies have incurred losses in the past and may incur losses in the future

One of our group companies, namely Agrocomm Trading Company Private Limited, has incurred loss in the
past. The details of the loss incurred by group companies in last three fiscals are as under:

(Rs. In lakhs)

 

 

 

 

Particulars Fiscal 2020
Agrocomm Trading Company Private Limited
Profit after Tax (8.64)

 

 

 

* There is no loss in the fiscal years 2019 & 2021.

The loss incurred by Agrocomm Trading Company Private Limited in fiscal year 2020 do not have any
impact on overall revenue of the company.

Except as stated above, none of the group companies have incurred any losses in past.

There can be no assurance that our Group Companies will not incur losses in the future, which may have an
adverse effect on our reputation and business.

33. We are dependent on third party transportation service providers for delivery of agricultural produce or
commodities to us from our suppliers and delivery of our products to our customers. We have not entered
into any formal contracts with our transport providers and any failure on part of such service providers
to meet their obligations could adversely affect our business, financial condition and results of operation.

Weare significantly dependent on third party transportation providers for the delivery of agricultural produce
or commodities to us and delivery of the same to our customers. Such services include clearing and
forwarding, transportation, material handling and ocean freight. Uncertainties and risks such as
transportation strikes, failure to book vessels or delay in supply of raw materials and products due to port
congestions, vessel / vehicle breakdown could have an adverse effect on our supplies and deliveries to and
from our customers and suppliers. Additionally, agricultural produce or commodities may be lost or damaged
in transit for various reasons including occurrence of accidents or natural disasters. A failure to procure or
transport the agricultural produce and commodities or to deliver the same to our distribution intermediaries
in a timely, efficient and reliable manner could adversely affect our business, results of operations and
financial condition. However, there has been no such instances in the last three financial years, which had
an adverse impact on the business and the financials position of our Company.

Further, we have not entered into any long-term agreements with our transporters and the costs of
transportation are generally based on mutual terms and the prevailing market price. In the absence of such
agreements, we cannot assure that the transport agencies would fulfill their obligations or would not commit
a breach of the understanding with us. In the event that the agricultural produce or commodities suffer
damage or are lost during transit, we may not able to prosecute the agencies due to lack of formal agreements.
Further, the transport agencies are not contractually bound to deal with us exclusively, we may face the risk
of our competitors offering better terms or prices, which may cause them to cater to our competitors
alongside us or on a priority basis, which could adversely affect our business, results of operations and
financial condition.

34. There are backward integration challenges in agricultural produce and commodities trading business.

Our Company is engaged in exporting agricultural produce and commodities to countries like Sri Lanka,
Bangladesh and Afghanistan and other countries. and relies on domestic procurement of such agricultural
produce and commodities to meet its export demands. However, procurement of agricultural produce and
commodities in India poses an inherent risk. The backward integration in India for agricultural produce and
commodities is inefficient and unorganized, resulting in quality and longevity issues. Further, the importing
nations across the world are also becoming more stringent with respect to production norms and traceability
at the farm level. Our Company is exposed to risks associated with trading in perishables and the risks in not

43
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

being able to meet the requirements of importing nations in respect of production norms and traceability at
the farm level. Any such risks materialising may adversely affect our export operations and consequently
our profitability.

35. Our inability to manage inventory in an effective manner could affect our business.

Our business model requires us to maintain a certain level of inventory of agricultural produce and
commodities, to meet the present and future orders. The quarterly inventory details, product wise for last 2

years and the current financial year are as under:

(figures in Rs. in Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trems 30-Jun | 30-Sep | 31-Dec | 31-Mar ] 30-Jun | 30-Sep | 31-Dec | 31-Mar | 30-Jun- | 30-Sep-
-2019 |__-2019 |__-2019 | _-2020 |__-2020 | -2020 | -2020 | -2021 | 2021 | 2021

Amount | 571.36 4.72 0.81 = . = 4.76 7.30 | 575.02 7

BIBCK MARE 9, 11.69 O11 0.02 : : 7 0.08 O11 6.30 :
5 Amount | 44.92 [ 119.80 [ 8555 | 4051 | 22.95 7 : = | 531.80 | 1,181.03
Ghielpet % 0.92 2.85 2.15 153 0.55 zZ = : 5.83 557
Amount | 14.09 | 1,693.16 | 162.05 7 = zZ = : 2 =

Green Peas [og 0.29 | 40.22 4.08 s = 2 : : # -
: Amount | 3,591.84 | 1,275.60 | 730.15 | 1,986.91 | 4,001.59 | 451053 | 5,517.41 | 6,628.55 | 5,800.38 [15,870.12
Lentils % 7349 | 30.30 1838[ 7525| 95.29] 9627| 9627| 9087] 6355| 74.35
5 Amount [52.44 3.28 3.28 : 693 693 : : = 7
Rice % 1.07 0.08 0.08 7 0.16 0.15 = = z z
‘Amount : = [122.62 | 242.40 153 153 | 60.58 | 539.86 | 638.15 | 838.63

Sugar % : : 3.09 9.18 0.05 0.03 1.06 7.4L 7.00 3.92
Amount | 157.80 | 860.28 | 2,813.49 | 150.90 1.87 1,06 1.06 s z s

YellowPeas Fa, 3.23 | 2043 | 70.85 5.71 0.04 0.02 0.02 z 2 :
Amount ¢ = : -[ mat [63.37 | 35.42 = |_37557 | 815.76

Haba Beans Fog Z 5 1.70 136 0.62 z 4.12 3.82
; ‘Amount z : E =| 30.00 | 56.00 | 56.00] 18.96 | 629.36 | 2,035.05
Male % = = O71 1.20 0.97 0.26 6.89 9.53

 

If we underestimate the orders that we may receive we may experience inventory shortages and a loss of
opportunity. Similarly, an over estimation of orders may result in over stocking leading to increased holding
costs. Additionally, any over run in holding of such goods may lead to their decay. Therefore, any
mismanagement on our part to determine the optimum inventory levels may impact our operations and cause
us to incur losses.

36. We benefit from certain export benefits from the Government of India, which if withdrawn or modified
may have a significant impact on results of our operations.

As on the date of this Prospectus, our Company receives certain export benefits from the Government of
India. Due to our export activities, our Company enjoys certain benefits of incentives under the
“Merchandise Exports from India Scheme” (MEIS) and “Duty Drawback Scheme” provided by the Central
Government of India. Under the MEIS scheme, a percentage of achieved FOB (Free on Board) value of 2%,
3%, or 5% of the exports, is paid as incentives. Further, under the Duty Drawback Scheme, the excise duty
suffered on inputs, service tax paid for input service and customs duty paid on imported raw material during
manufacturing of export goods are remitted after export of such goods. The withdrawal or modification of
such export benefits may have an adverse effect on the cost of our imported raw materials, thereby having a
significant impact on our results of operations.

The MEIS scheme has been withdrawn by the Government of India w.e.f. January 1, 2021 and has been
replaced by the Remission of Duties and Taxes on Export Products Scheme. As on date of this Prospectus,
our Company is not availing benefits under the Remission of Duties and Taxes on Export Products Scheme.
However, as of March 31, 2021 we are receiving residuary benefits under the MEIS Scheme for our export
operations completed until December 31, 2020.We cannot assure you that we would be eligible to receive
benefits under the Remission of Duties and Taxes on Export Products Scheme or that if we receive benefits
under the said scheme, they would be equivalent to the benefits received under the erstwhile MEIS Scheme.
The details of fiscal benefits enjoyed by the company on account export and import policy during the last
three fiscals as % of total revenue on consolidated basis are as under:

44

 
 

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

(Rs. in lakhs)
September 30, 2021 2021 2020 2019

As % of As % of As % of As % of

Particulars Total Total Total Total
Rs. Revenue Rs. Revenue Rs. Revenue Rs. Revenue

from from from from
operation operation operation operation
Total Revenues 52136.58 - 74215.52 - 82024.34 - 32660.27 -
Duty Drawback 9.66 0.02 8.13 0.01 3.57 0.00 13.86 0.04

Service Tax

Refund - - - - 1.45 0.00 - -

 

 

 

 

 

 

 

 

 

37.

38.

Any reduction in the export benefits received by our Company may have an adverse impact on our export
operations, business and financial condition. For further details, please refer to the section titled “Restated
Financial Information at page 184.

Any failure in our quality control and procurement processes may adversely affect our business, results
of operations and financial condition. We may face product liability claims and legal proceedings if the
quality of our products does not meet our customers’ expectations.

Our agricultural produce and commodities may suffer from certain quality issues due to inadvertent lapses
in procurement leading to purchase of low-quality agricultural commodities. Further the agricultural
commodities may also deteriorate in quality or become decay during transit. We have implemented quality
control processes for our agricultural produce and commodities that we trade in, on the basis of internal and
international quality standards. We are engaged in export operations and have to fulfill the quality conditions
and processes prescribed by the importing jurisdictions. However, we cannot assure you that our quality
control processes or our agricultural produce and commodities will pass the quality tests and inspections
conducted by various international and domestic agencies as per their prescribed standards. It is imperative
for us to meet the international quality standards set by our international customers and agencies as deviation
from the same can cause them to reject our products and can also cause damage to our reputation, market
standing and brand value. There was no failure of quality control in the last three fiscal and no consequent
impact on the financials of the Company.

In the event the quality of our agricultural produce and commodities are sub-standard or the agricultural
produce and commodities suffer from defects and are returned by our customers due to quality complaints,
we might be compelled to take back the sub-standard agricultural produce and commodities and reimburse
the cost paid by our customers. Such quality lapses could strain our longstanding relationship with our
domestic and international customers and our reputation and brand image may suffer, which in turn may
adversely affect our business, results of operations and financial condition. Our customers may lose faith in
the quality of our agricultural produce and commodities and could in turn refuse to further deal in our
products, which could have a severe impact on our revenue and business operations. We also face the risk
of legal proceedings and product liability claims being brought against us by our customers for low quality
agricultural produce and commodities sold. We cannot assure you that we will not experience any material
product liability losses in the future or that we will not incur significant costs to defend any such claims. A
product liability claim may adversely affect our reputation and brand image, as well as entail significant
costs.

Our inability to effectively manage our growth or to successfully implement our business plan and growth
strategy could adversely affect our business, results of operations and financial condition.

We have experienced considerable growth over the past three years and we have expanded our operations
and product portfolio. Our total revenue grew at a CAGR of 51.10% between Fiscals 2019 and 2021, while
our restated profit after tax grew at a CAGR of 105.45% between Fiscals 2019 and 2021. We cannot assure
you that our growth strategies will continue to be successful or that we will be able to continue to expand
further, or at the same rate.

Our inability to execute our growth strategies in a timely manner or within budget estimates or our inability

45

 
39.

40.

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

to meet the expectations of our customers and other stakeholders, could have an adverse effect on our
business, results of operations and financial condition. Our future prospects will depend on our ability to
grow our business and operations. The development of such future business could be affected by many
factors, including general, political and economic conditions in India and abroad, government policies or
strategies in respect of specific industries, prevailing interest rates and price of agricultural produce and
commodities. Further, in order to manage our growth effectively, we must implement, upgrade and improve
our operational systems, procedures and internal controls on a timely basis. If we fail to implement these
systems, procedures and controls on a timely basis, or if there are weaknesses in our internal controls that
would result in inconsistent internal standard operating procedures, we may not be able to meet our
customers’ needs, hire and retain new employees or operate our business effectively. Failure to manage
growth effectively could adversely affect our business and results of operations.

Our Company requires significant amount of working capital for a continuing growth. Increase in
business activities may be reflected by an absolute increase in the gap between our trade receivables and
trade payables, requiring us to arrange for increased working capital limits. Our inability to meet our
working capital requirements may adversely affect our results of operations.

Our business requires a significant amount of working capital. In our business, working capital is often
required to finance the purchase of agricultural produce and commodities and for payment of earnest money
for participating in government and international tenders. Further, we are also required to meet the export
demand and for achieving the same, adequate stocks have to be maintained which requires sufficient working
capital. In the event, we are unable to source the required amount of working capital for addressing such
demand of the agricultural produce and commodities or stock adequate quantities of the same, we might not
be able to efficiently satisfy the demand of our customers. Even if we are able to source the required amount
of funds, we cannot assure you that such funds would be sufficient to meet our cost estimates and that any
increase in the expenses will not affect the price of our products.

Any delay in processing our payments by our customers may increase our working capital requirement.
Further, if a customer defaults in making payments for an agricultural produce or commodity on which we
have devoted significant resources, it could affect our profitability and liquidity and decrease the capital
reserves that are otherwise available for other uses. We may file a claim for compensation of the loss that
we incurred pursuant to such defaults but settlement of disputes generally takes time and financial and other
resources, and the outcome is often uncertain. In general, we take provisions for bad debts, including those
arising from such defaults based primarily on ageing and other factors such as special circumstances relating
to special customers. There can be no assurance that such payments will be remitted by our clients to us on
a timely basis or that we will be able to effectively manage the level of bad debt arising from defaults.

All of these factors, including increase in business activities, may widen the absolute gap between trade
receivables and trade payables putting strain on our Company’s financial resources and may result in increase
in the amount of short-term borrowings/ working capital loans. If we decide to raise additional funds through
the incurrence of debt, our interest and debt repayment obligations will increase, and could have a significant
effect on our profitability and cash flows and we may be subject to additional covenants, which could limit
our ability to access cash flows from operations. Any issuance of equity, on the other hand, could result in a
dilution of your shareholding. Accordingly, continued increases in our working capital requirements may
have an adverse effect on our financial condition and results of operations. For details of our working capital
gap, please refer to the chapter titled — “Object of the Issue” on page 95 of this Prospectus.

We may be unable to grow our business in additional geographic regions or international markets, which
may adversely affect our business prospects and results of operations.

Our Company seeks to grow its market reach internationally to explore untapped markets and segments;
however, we cannot assure you that we will be able to grow our business as planned. Availability of
agricultural produce and commodities and logistical challenges in the agro trading industry may prevent us
from expanding our presence in other jurisdictions. Further, customers may be price conscious and we may
be unable to compete effectively with the price offered by our competitors. If we are unable to grow our
business in these new markets effectively, our business prospects, results of operations and financial
condition may be adversely affected.

46
Al.

42.

43.

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Our Promoter, Sumitra Devi Khemuka does not have any formal education and documentary evidence of
her work experience is not available with our Company.

Our Promoter, Sumitra Devi Khemuka does not have any formal education. Documentary evidence of her
past work experience is not available with our Company. Due to lack of documents and relevant information,
we have not disclosed such information in the chapter titled “Our Promoters and Promoter Group” as is
required under the SEBI ICDR Regulations. For further details, please refer to the chapter titled “Our
Promoters and Promoter Group” on page 174 of this Prospectus.

Our success largely depends upon the knowledge and experience of our Promoters, Directors and our Key
Managerial Personnel. Loss of any of our Directors and key managerial personnel or our ability to attract
and retain them could adversely affect our business, operations and financial condition.

Our Company depends on the management skills and guidance of our Promoters and Directors for
development of business strategies, monitoring its successful implementation and meeting future challenges.
Further, we also significantly depend on the expertise, experience and continued efforts of our Key
Managerial Personnel. Some of our Directors have been associated with our Company since inception and
have been integral to the growth and in the success of our Company. Our future performance will depend
largely on our ability to retain the continued service of our management team. If one or more of our Directors
or Key Managerial Personnel are unable or unwilling to continue in his/ her present position, it could be
difficult for us to find a suitable or timely replacement and our business could be adversely affected. There
were no instances of loss caused to the Company due to cessation of any of our promoters, directors or key
managerial personnel. However, in case any of our promoters and directors disassociates from the Company,
this may result in significant loss of revenue which cannot be ascertained in absolute numbers. There is
significant competition for management and other skilled personnel in the industry in which we operate, and
it may be difficult to attract and retain the personnel we require in the future. There can be no assurance that
our competitors will not offer better compensation packages and incentives to such Key Managerial
Personnel. In the event we are not able to attract and retain talented employees, as required for conducting
our business, or we experience high attrition levels which are largely out of our control, or if we are unable
to motivate and retain existing employees, our business, financial condition and operations may be adversely
affected. For further details on our Directors and Key Managerial Personnel, please refer to the chapter titled
“Our Management” on page 157 of this Prospectus.

We operate in a competitive business environment and our inability to compete effectively may adversely
affect our business, results of operations, financial condition and cash flows.

The agricultural produce and commodities industry in India is competitive with both organized and
unorganized markets. However, we are required to compete both in the domestic and international markets.
In the business of export & import all trades are organized due to law of land prevailing in India. We may
not be able to figure out Top 10 Players due to lack of financial data available but 10 Competitors name who
deals in volume are as below:

1. Sakuma Exports Ltd

2. Rika Global Impex Ltd

3. Louis Dreyfus Company India Pvt Ltd
4. Viterra India Pvt Ltd

5. Tata International Ltd

6. Taj Agro Worldwide

7. Vinod Kumar Bros & Son

8. Krishna Traders

9. V K Udyog Ltd

10. ETC Agro Processing India Pvt Ltd

47
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

In below the comparison chart comparing the key financial ratios of Issuer Company with some of its peer
companies mentioned above based on the availability of data in the public domain.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuer Company Peer Companies
Source: Source: Standalone Financial Statements filed with Registrar of
Prospectus Companies / annual report filed with Stock Exchnanges
S.No | Particulars | UMA Exports ETC Agro Louis Dreyfus Sakuma Viterra
2020 2021 2020 2021 2019 2020 | 2020) 2021 2020 2021
1 EBITDA 2.44 2.83 3.62 4.44 2.00 1.31 1.40 1.55, 3.46 2.56
Margin (%)
2 EBIT 2.43 2.82 3.17 3.98 1.80 1.10 1.32 1.32 3.34 2.43
Margin (%)
2 PAT Margin 1.03 1.62 0.15 1.69 0.04 0.02 | 0.75 | 0.69 1.72 1.29
(%)
4 Basic EPS 3.30 4.92 17.23 193.7 1.13 0.39 | 0.53 | 0.33 46.71 39.49
5 ROCE (%) 32.22 28.89 22.66 20.80 32.85 16.79 | 9.15 5.84 39.98 28.22
6 ROE (%) 14.48 17.52 1.66 15.75 1.30 0.52 5.31 3.07 21.85, 15.59
7 Total 0.31 0.61 0.78 1.10 4.07 4.46 | 0.02 0.02 0.71 2.79
Debt/Equity
We may be unable to compete with the prices and products offered by our competitors (local as well as
international). We may have to compete with new players in India and abroad who enter the market and are
able to offer better quality agricultural commodities. Our competitors may have access to greater financial,
marketing, distribution and other resources and more experience in obtaining the relevant regulatory
approvals. Increasing competition may result in pricing pressures and decreasing profit margins or loss of
market share or failure to improve our market position, any of which could substantially harm our business
and results of operations. We cannot assure you that we will be able to compete with our existing as well as
future competitors as well as the agricultural commodities prices and payment terms offered by them.
44. Our Promoters, Directors and Key Managerial Personnel have interests in our Company other than

reimbursement of expenses incurred or normal remuneration or benefits.

Our Promoter, Directors and Key Managerial Personnel, may be deemed to be interested in our Company,
in addition to the regular remuneration or benefits, reimbursements of expenses, Equity Shares held by them
or their relatives, their dividend or bonus entitlement, benefits arising from their directorship in our
Company. Our Promoter, Rakesh Khemka is the Managing Director of our Company and therefore may be
deemed to be interested in any remuneration which may be payable to him in such capacity. Our Promoter,
Director and Key Managerial Personnel may also be interested to the extent of any transaction entered into
by our Company with any other company or firm in which they are directors or partners. For further details
please refer to the paragraph titled — the paragraphs titled — “Interest of our Directors” in the chapter titled

“Our Management’, the paragraphs titled — “Interest of our Promoters and Other Interests and
Disclosures” in the chapter titled — “Our Promoters and Promoter Group”, “Financial Indebtedness” and
“Restated Financial Information Annexure 36 — Related Party Transactions” on pages 162, 175, 268, 229,
respectively of this Prospectus.

There can be no assurance that our Promoters, Directors, Key Management Personnel will exercise their
rights as shareholders to the benefit and best interest of our Company. Our Promoters and members of our
Promoter Group will continue to exercise significant control over our Company, 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. Our Directors and our Key Management Personnel may take or block actions with respect to our
business, which may conflict with the best interests of our Company or that of minority shareholders.

48
45.

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Our Promoters and members of the Promoter Group have significant control over the Company and have
the ability to direct our business and affairs; their interests may conflict with your interests as a
shareholder.

Upon completion of this Issue, our Promoters and members of our Promoter Group will collectively hold
72.51% of the Equity share capital of our Company. As a result, our Promoters will have the ability to
exercise significant influence over all matters requiring shareholders’ approval. Accordingly, our Promoters
will continue to retain significant control, including being able to control the composition of our Board of
Directors, determine decisions requiring simple or special majority voting of shareholders, undertaking sale
of all or substantially all of our assets, timing and distribution of dividends and termination of appointment
of our officers, and our other shareholders may be unable to affect the outcome of such voting.

Our Company has entered into following related party transactions with the companies/entities having
interest in common business during the last three financial years:

 

 

 

 

 

 

(Rs. in lakhs)

Name of the Sep 30, 2021 2020-21 2019-20 2018-19

Group entity Purchases | Sales Purchases | Sales Purchases | Sales Purchases | Sales
Agrocomm Trading - - 53.35, 871.98 - | 1,455.85 - -
Company Private
Limited
Uma Agro Exports = 388.02 59.96 ® 3,820.38 = 237.11 881.50
Private Limited
Uma Udyog - - 146.47 - - - - -

 

 

 

 

 

 

 

 

 

46.

For details with respect to above entities please refer the Chapter “Promoter and Promoter Group” on Page
No. 174.

All the transactions with Related party are taken at arm’s length, therefore incase the company has to procure
inputs from some other party instead of Related Party, it will not affect the company. There are entities which
are being promoted by the promoters of Uma Exports Limited. Such entities and Uma Exports Limited have
similar “Main Objects”. Therefore, incase promoters dilutes its business from Uma Exports Limited to other
such entities then it may affect the business of Uma Exports Limited.

There can be no assurance that our Promoters will exercise their rights as shareholders to the benefit and
best interests of our Company. Further, such control could delay, defer or prevent a change in control of our
Company, impede a merger, consolidation, takeover or other business combination involving our Company,
or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of
our Company even if it is in our Company’s best interest. The interests of our Promoters could conflict with
the interests of our other equity shareholders, and our Promoters could make decisions that materially and
adversely affect your investment in the Equity Shares.

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

Our Promoter's average cost of acquisition of Equity Shares in our Company may be lower than the Issue
Price as may be decided by the Company, in consultation with the Book Running Lead Manager. 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, please refer to the chapter titled “Capital Structure”
on page 80 of this Prospectus. The average cost of acquisition of Shares for the Promoters is as follows:

 

‘Average Cost of Acquisition

 

 

Name of Promoters No. of shares held (in?)
Rakesh Khemka 79,87,500 0.16
Sumitra Devi Khemuka 25,76,800 7AS

 

The Auditors has certified the average cost of acquisition of shares for the promoters vide their certificate
dated September 25, 2021.

49

 
47.

48.

49.

50.

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Our future fund requirements, in the form of further issue of capital or securities and/or loans taken by
us, may be prejudicial to the interest of the Shareholders depending upon the terms on which they are
eventually raised.

We may require additional capital from time to time depending on our business needs. Any further issue of
Equity Shares or convertible securities would dilute the shareholding of the existing Shareholders and such
issuance may be done on terms and conditions, which may not be favourable to then existing Shareholders.
If such funds are raised in the form of loans or debt or preference shares, then it may substantially increase
our fixed interest/dividend burden and decrease our cash flows, thus adversely affecting our business, results
of operations and financial condition.

We have certain contingent liabilities and our financial condition and profitability may be adversely
affected if any of these contingent liabilities materialize.

As of September 30, 2021 and March 31, 2021, our contingent liabilities and commitments (to the extent not
provided for) as disclosed in the notes to our Restated Financial Information aggregated to 717.00 lakhs and
217.00 lakhs, respectively. The details of our contingent liabilities are as follows:

 

 

 

(@ in lakhs)

Particulars ‘Amount ‘Amount

30-Sep-21 _ 31-Mar-2021

Estimated number of contracts remaining to be executed on capital account and 17.00 17.00
not provided for

‘Total 17.00 17.00

 

Further, since the company has failed to take the registration under Employees’ State Insurance Act, 1948
since the time it was applicable, there may be additional liability arised on the basis of the assessment, for
the employer contribution to be made under the said Act.

For further details of contingent liability, see the section titled — “Financial Information” on page 184 of
this Prospectus. Furthermore, there can be no assurance that we will not incur similar or increased levels of
contingent liabilities in the future.

We have in past entered into related party transactions and we may continue to do so in the future.

As of September 30, 2021 and March 31, 2021, we have entered into several related party transactions with
our Promoters, individuals and entities forming a part of our promoter group and our Subsidiary relating to
our operations. In addition, we have in the past also entered into transactions with other related parties. Our
Company has entered into related party transactions for the Fiscal ended September 30, 2021 and March31,
2021. For further details, please refer to the chapter titled — “Restated Financial Information- Annexure 36-
Notes to Restated Financial Statements - Related Party Transactions” at page 229.

While all our related party transactions have been conducted on an arm’s length basis, we cannot assure you
that we may not have achieved more favourable terms had such transactions been entered into with unrelated
parties. There can be no assurance that such transactions, individually or taken together, will not have an
adverse effect on our business, prospects, results of operations and financial condition, including because of
potential conflicts of interest or otherwise. In addition, our business and growth prospects may decline if we
cannot benefit from our relationships with them in the future.

The occurrence of natural or man-made disasters may adversely affect our business, results of operations
and financial condition.

Given the nature of our operations and the mobility required in meeting customer demands, the occurrence
of natural disasters, including hurricanes, floods, tsunamis, earthquakes, tornadoes, fires, explosions,
pandemic disease and manmade disasters, including acts of terrorism and military actions, may adversely
affect our financial condition or results of operations. We are particularly susceptible to accidents, system
failures, adverse geological, ecological or weather conditions, natural disasters, ddemographic and
population changes and other unforeseen events and circumstances across India. While we are covered by
our insurance policies for such contingencies, any disruptions, damage or destruction of our facilities may

50
51.

52.

53.

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

temporarily affect our ability to meet our clients’ demand and the loss of any one of our key clients or a
significant reduction in demand from clients located in these locations may adversely affect our business,
results of operations and financial condition.

Terrorist attacks, communal disturbances, civil terrorist attacks and other acts of violence or war
involving may adversely affect the financial markets and our business.

Terrorist attacks and other acts of violence or war may negatively affect the markets on which our Equity
Shares trade and also adversely affect the worldwide financial markets. These acts may also result in a loss
of business confidence, and adversely affect our business. Some of the locations we operate in have
witnessed civil unrest including communal disturbances in recent years and it is possible that future civil
unrest as well as other adverse social, economic and political events may have a negative impact on us. Such
incidents may also create a greater perception that investment in Indian companies involves a higher degree
of risk and may have an adverse impact on our business and the price of our Equity Shares. Further, we
cannot predict the effects on our business of heightened security measures, threatened terrorist attacks, efforts
to combat terrorism, military action against a foreign state or other similar events. It is possible that one or
more of these events could be directed at Indian or foreign ports, borders, railroads or highways. Heightened
security measures or other events are likely to slow the movement of freight, within or across Indian States
and may adversely affect our business and results of operations. Any of these events could also negatively
affect the economy and consumer confidence, which could cause a downturn in the transportation industry.
In addition, any deterioration in the relations between India and its neighbouring countries may result in
investor concern about stability in the region, which may materially and adversely affect the price of our
Equity Shares.

Increased losses due to fraud, employee negligence, theft or similar incidents may have an adverse impact
on us.

Our business and the industry in which we operate are vulnerable to the problem of pilferage by employees,
damage, misappropriation of cash and inventory management and logistical errors. An increase in product
losses due to such factors at our place of operation may require us to install additional security and
surveillance equipment and incur additional expenses towards inventory management and handling. We
cannot assure you whether these measures will successfully prevent such losses. Further, there are inherent
risks in cash management as part of our operations, which include theft and robbery, employee fraud and the
risks involved in transferring cash to banks. Additionally, in case of losses due to theft, financial
misappropriation, fire, breakage or damage caused by other casualties, we cannot assure you that we will be
able to recover from our insurers the full amount of any such loss in a timely manner, or at all. In addition,
if we file claims under an insurance policy it could lead to increases in the insurance premiums payable by
us or the termination of coverage under the relevant policy.

Our funding requirements and the proposed deployment of Net Proceeds have not been appraised by any
bank or financial institution or any other independent agency and our management will have broad
discretion over the use of the Net Proceeds. The deployment of funds is entirely at our discretion and as
per the details mentioned in the chapter titled “Objects of the Issue”.

We intend to use the Net Proceeds of the Issue for the purposes described in “Objects of the Issue” on page
95 of this Prospectus. The objects of the Issue have not been appraised by any bank or financial institution.
Whilst a monitoring agency will be appointed for monitoring utilisation of the Net Proceeds, the proposed
utilisation of Net Proceeds is based on current conditions, our business plans and internal management
estimates and is subject to changes in external circumstances or costs, or in other financial condition, business
or strategy, as discussed in the “Objects of the Issue” on page 95 of this Prospectus. Based on the competitive
nature of our industry, we may have to revise our business plan and/or management estimates from time to
time and consequently our funding requirements may also change. Our internal management estimates may
exceed fair market value or the value that would have been determined by third party appraisals, which may
require us to reschedule our expansion or reallocate our capital expenditure and may have an adverse impact
on our business, financial condition, results of operations and cash flows.

Our Company, in accordance with the policies established by the Board from time to time, will have
flexibility to deploy the Net Proceeds. Further, pending utilisation of Net Proceeds towards the Objects of
the Issue, our Company will have the flexibility to deploy the Net Proceeds and to deposit the Net Proceeds
temporarily in deposits with one or more scheduled commercial banks included in Second Schedule of

51
54.

55.

56.

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Reserve Bank of India Act, 1939, as may be approved by our Board or IPO Committee. Accordingly,
prospective investors in the Issue will need to rely upon our management's decision with respect to the use
of Net Proceeds.

“The Trademark “UNIWORLD” is registered in the name of Uma Exports Limited and any unlawful use
of our trademark, could materially and adversely affect our business, financial condition, results of
operations and prospects.

The Trademark “UNIWORLD” is registered under the Trade Marks Act, 1999 in the name of Uma Exports
Limited which is used by our Company, valid upto 03/01/2027. Our company do not own any other
trademarks. The use of our trademark by our competitors and other company may require us to invest
significant resources to prevent unlawful use of our trademark, which could materially and adversely affect
our business, financial condition, results of operations and prospects. The Company does not own any Logo.

Our Company may be required to invest significant financial resources to settle dispute with our suppliers.

Our company majorly deals with reputed suppliers who generally honour the trade commitments. In case of
any dispute with our suppliers, our Company may approach for arbitration. In such a case, our Company
may be required to invest significant financial resources, which could materially and adversely affect our
business, financial condition and results of operations. However, there was not a single such incident during
the last 3 years.

Our Company requires Import Export Code (IEC) to conduct export / import business, and failure on part
of our Company to renew IEC could materially affect our operation and financial results.

Our Company deals in the commodities which are free to trade and no major laws/statutory/ regulations
required to conduct export / import business except Import Export Code (IEC) as disclosed in “Chapter
Government and Other Statutory Approvals” on page on 278 of this Prospectus. Failure on part of our
Company to get the IEC renewed on time could materially and adversely affect our business, financial
condition and results of operations.

ISSUE SPECIFIC RISKS

57.

58.

The Equity Shares have never been publicly traded, and, after the Issue, the Equity Shares may experience
price and volume fluctuations, and an active trading market for the Equity Shares may not develop.
Further, the price of the Equity Shares may be volatile, and you may be unable to resell the Equity Shares
at or above the Issue Price, or at all.

Prior to the Issue, there has been no public market for the Equity Shares, and an active trading market on the
Stock Exchanges may not develop or be sustained after the Issue. Listing and quotation does not guarantee
that a market for the Equity Shares will develop, or if developed, the liquidity of such market for the Equity
Shares. The Issue Price of the Equity Shares is proposed to be determined through a Book Building Process
in accordance with the SEBI ICDR Regulations and may not be indicative of the market price of the Equity
Shares at the time of commencement of trading of the Equity Shares or at any time thereafter. The market
price of the Equity Shares may be subject to significant fluctuations in response to, among other factors,
variations in our operating results of our Company, market conditions specific to the industry we operate in,
developments relating to India, volatility in securities markets in jurisdictions other than India, variations in
the growth rate of financial indicators, variations in revenue or earnings estimates by research publications,
and changes in economic, legal and other regulatory factors.

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

The Issue Price of the Equity Shares will be determined by our Company in consultation with the BRLM
through the Book Building Process. This price will be based on numerous factors, as described under “Basis
for Issue Price” on page 101 of this Prospectus and may not be indicative of the market price for the Equity
Shares after the Issue. The market price of the Equity Shares could be subject to significant fluctuations after
the Issue, and may decline below the Issue Price. We cannot assure you that as an investor you will be able
to sell their Equity Shares at or above the Issue Price.

52
59.

60.

61.

62.

63.

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Any future issuance of Equity Shares, or convertible securities or other equity-linked securities by our
Company may dilute your shareholding and any sale of Equity Shares by our Promoters or members of
our Promoter Group may adversely affect the trading price of the Equity Shares.

Any future issuance of the Equity Shares, convertible securities or securities linked to the Equity Shares by
our Company may dilute your shareholding in our Company; adversely affect the trading price of the Equity
Shares and our ability to raise capital through an issue of our securities. In addition, any perception by
investors that such issuances or sales might occur could also affect the trading price of the Equity Shares.
We cannot assure you that we will not issue additional Equity Shares. The disposal of Equity Shares by any
of our Promoters and Promoter Group, or the perception that such sales may occur may significantly affect
the trading price of the Equity Shares. We cannot assure you that our Promoters and Promoter Group will
not dispose of, pledge or encumber their Equity Shares in the future.

Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may adversely affect
the value of our Equity Shares, independent of our operating results.

On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in
respect of our Equity Shares will also be paid in Indian Rupees and subsequently converted into the relevant
foreign currency for repatriation, if required. Any adverse movement in currency exchange rates during the
time that it takes to undertake such conversion may reduce the net dividend to foreign investors. In addition,
any adverse movement in currency exchange rates during a delay in repatriating outside India the proceeds
from a sale of Equity Shares, for example, because of a delay in regulatory approvals that may be required
for the sale of Equity Shares may reduce the proceeds received by equity shareholders. For example, the
exchange rate between the Rupee and the U.S. dollar has fluctuated substantially in recent years and may
continue to fluctuate substantially in the future, which may adversely affect the trading price of our Equity
Shares and returns on our Equity Shares, independent of our operating results.

Sale of Equity Shares by our Promoters or other significant shareholder(s) may adversely affect the
trading price of the Equity Shares.

Any instance of disinvestments of equity shares by our Promoters or by other significant shareholder(s) may
significantly affect the trading price of our Equity Shares. Further, our market price may also be adversely
affected even if there is a perception or belief that such sale of Equity Shares might occur.

Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.

Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and
shareholders’ rights may differ from those that would apply to a company in another jurisdiction.
Shareholders’ rights including in relation to class actions, under Indian law may not be as extensive as
shareholders’ rights under the laws of other countries or jurisdictions. Investors may have more difficulty in
asserting their rights as shareholder in an Indian company than as shareholder of a corporation in another
jurisdiction.

QIB and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of
quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to withdraw
or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting
a Bid. Retail Individual Investors can revise their Bids during the Bid/ Issue Period and withdraw their Bids
until Bid/ Issue Closing Date. While our Company is required to complete Allotment pursuant to the Issue
within six Working Days from the Bid/Issue Closing Date, events affecting the Bidders’ decision to invest
in the Equity Shares, including material adverse changes in international or national monetary policy,
financial, political or economic conditions, our business, results of operations or financial condition may
arise between the date of submission of the Bid and Allotment. Our Company may complete the Allotment
of the Equity Shares even if such events occur, and such events may limit the Bidders ability to sell the
Equity Shares Allotted pursuant to the Issue or cause the trading price of the Equity Shares to decline on
listing.

53
64.

65.

66.

67.

68.

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

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

Our listed Equity Shares will be subject to a daily “circuit breaker” imposed on listed companies by the
Stock Exchanges, which does not allow transactions beyond certain volatility in the trading price of the
Equity Shares. This circuit breaker operates independently of the index-based market-wide circuit breakers
generally imposed by SEBI on Indian stock exchanges. The percentage limit on the Equity Shares’ circuit
breaker will be set by the Stock Exchanges based on historical volatility in the price and trading volume of
the Equity Shares. The Stock Exchanges are not required to inform our Company of the percentage limit of
the circuit breaker, and they may change the limit without our knowledge. This circuit breaker would
effectively limit the upward and downward movements in the trading price of the Equity Shares. As a result
of this circuit breaker, there can be no assurance regarding the ability of shareholders to sell Equity Shares
or the price at which shareholders may be able to sell their Equity Shares.

Any issuance or sale of the Equity Shares by any existing shareholder could significantly affect the
trading price of the Equity Shares.

Any future issuance of Equity Shares by us or the disposal of Equity Shares by any of the major shareholders
or the perception that such issuance or sales may occur may significantly affect the trading price of the Equity
Shares. There can be no assurance that we will not issue further Equity Shares or that the shareholders will
not dispose of, pledge or otherwise encumber their Equity Shares.

The Equity Shares issued pursuant to the Issue may not be listed on BSE and NSE in a timely manner,
or at all, and any trading closures at BSE and NSE 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 BSE and NSE. Any
failure or delay in obtaining such approval would restrict your ability to dispose of your Equity Shares. BSE
and NSE 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 our Equity Shares. A closure
of, or trading stoppage on BSE and NSE could adversely affect the trading price of the Equity Shares.

There is no existing market for our Equity Shares, and we do not know if one will develop to provide you
with adequate liquidity. Further, an active trading market for the Equity Shares may not develop and the
price of the Equity Shares may be volatile.

An active public trading market for the Equity Shares may not develop or, if it develops, may not be
maintained after the Issue. Our Company, in consultation with the BRLM, will determine the Issue Price.
The Issue Price may be higher than the trading price of our Equity Shares following this Issue. As a result,
investors may not be able to sell their Equity Shares at or above the Issue Price or at the time that they would
like to sell. The trading price of the Equity Shares after the Issue may be subject to significant fluctuations
in response to factors such as, variations in our results of operations, market conditions specific to the sectors
in which we operate economic conditions of India and volatility of the BSE, NSE and securities markets
elsewhere in the world.

The price of the Equity Shares may be highly volatile after the Issue.

The price of the Equity Shares on the Indian stock exchanges may fluctuate after this Issue as a result of
several factors, including volatility in the Indian and global securities market; our operations and
performance; performance of our competitors and the perception in the market about investments in the
agricultural produce and commodities trading industry; adverse media reports on us or the Indian agricultural
produce and commodities trading industry; changes in the estimates of our performance or recommendations
by financial analysts; significant developments in India's economic liberalization and deregulation policies;
and significant developments in India's fiscal and environmental regulations. There can be no assurance that

54
69.

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

the prices at which the Equity Shares are initially traded will correspond to the prices at which the Equity
Shares will trade in the market subsequently.

You will not be able to sell immediately on the Stock Exchanges any of the Equity Shares you purchase
in the Issue.

The Equity Shares will be listed on the BSE and the NSE. Pursuant to Indian regulations, certain actions
must be completed before the Equity Shares can be listed and trading may commence. Upon receipt of final
approval from the Stock Exchanges, trading in the Equity Shares is to commence within six (6) working
days of the date of closure of the Issue or such other time as may be prescribed by SEBI. We cannot assure
that the Equity Shares will be credited to investors’ demat accounts, or that trading in the Equity Shares will
commence, within the time period prescribed by law. Further, there can be no assurance that the Equity
Shares to be Allotted pursuant to this Issue 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 the equity
shares.

EXTERNAL RISK FACTORS

70.

71.

Significant differences exist between Ind AS, Indian GAAP and other accounting principles, such as
International Financial Reporting Standards (“IFRS”), which investors may be more familiar with and
consider material to their assessment of our financial condition.

Our restated summary statements of assets and liabilities and restated summary statements of profit and loss
(including other comprehensive income), cash flows and changes in equity for the Fiscals 2021 have been
prepared in accordance with the Indian Accounting Standards notified under Section 133 of the Companies
Act, 2013, read with the Ind AS Rules and restated in accordance with the SEBI ICDR Regulations, the
SEBI Circular and the Prospectus Guidance Note.

We have not attempted to quantify the impact of IFRS or any other system of accounting principles on the
financial data included in this Prospectus, nor do we provide a reconciliation of our financial statements to
those of IFRS or any other accounting principles. IFRS differs in significant respects from Ind AS and Indian
GAAP. Accordingly, the degree to which the Restated Financial Information included in this Prospectus will
provide meaningful information is entirely dependent on the reader’s level of familiarity with Ind AS, Indian
GAAP and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting
practices on the financial disclosures presented in this Prospectus should accordingly be limited.

Political, economic or other factors that are beyond our control may have adversely affect our business
and results of operations.

The Indian economy and its securities markets are influenced by economic developments and volatility in
securities markets in other countries. Investors’ reactions to developments in one country may have adverse
effects on the market price of securities of companies located in other countries, including India. Negative
economic developments, such as rising fiscal or trade deficits, or a default on national debt, in other emerging
market countries may also affect investor confidence and cause increased volatility in Indian securities
markets and indirectly affect the Indian economy in general. Any of these factors could depress economic
activity and restrict our access to capital, which could have an adverse effect on our business, financial
condition and results of operations and reduce the price of our Equity Shares. Any financial disruption could
have an adverse effect on our business, future financial performance, shareholders’ equity and the price of
our Equity Shares.

We are dependent on domestic, regional and global economic and market conditions. Our performance,
growth and market price of our Equity Shares are and will be dependent to a large extent on the health of the
economy in which we operate. There have been periods of slowdown in the economic growth of India.
Demand for our products or services may be adversely affected by an economic downturn in domestic,
regional and global economies.

Economic growth is affected by various factors including domestic consumption and savings, balance of
trade movements, namely export demand and movements in key imports, global economic uncertainty and
liquidity crisis, volatility in exchange currency rates, and annual rainfall which affects agricultural
production.

55
72.

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Consequently, any future slowdown in the Indian economy could harm our business, results of operations
and financial condition. Also, a change in the government or a change in the economic and deregulation
policies could adversely affect economic conditions prevalent in the areas in which we operate in general
and our business in particular and high rates of inflation in India could increase our costs without
proportionately increasing our revenues, and as such decrease our operating margins.

The requirements of being a listed company may strain our resources.

We are not a listed company and have not been subjected to the increased scrutiny of our affairs by
shareholders, regulators and the public at large that is associated with being a listed company. As a listed
company, we will incur significant legal, accounting, corporate governance and other expenses that we did
not incur as an unlisted company. We will be subject to the listing compliances and reporting requirements
to the Stock Exchanges, which require us to file audited annual and unaudited quarterly reports with respect
to our business and financial condition. If we experience any delays, we may fail to satisfy our reporting
obligations and/or we may not be able to readily determine and accordingly report any changes in our results
of operations as timely as other listed companies.

Further, as a listed company we will need to maintain and improve the effectiveness of our disclosure
controls and procedures and internal control over financial reporting, including keeping adequate records of
daily transactions to support the existence of effective disclosure controls and procedures and internal control
over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and
procedures and internal control over financial reporting, significant resources and management oversight
will be required. As a result, management’s attention may be diverted from other business concerns, which
could affect our business, prospects, results of operations and financial condition and the price of our Equity
Shares. In addition, we may need to hire additional legal and accounting staff with appropriate listed
company experience and technical accounting knowledge, but we cannot assure you that we will be able to
do so in a timely manner.

73. A slowdown in economic growth in India could cause our business to suffer.

We are incorporated in India, and all of our assets and employees are located in India. As a result, we are
highly dependent on prevailing economic conditions in India and our results of operations are significantly
affected by factors influencing the Indian economy. A slowdown in the Indian economy could adversely
affect our business, including our ability to grow our assets, the quality of our assets, and our ability to
implement our strategy.

Factors that may adversely affect the Indian economy, and hence our results of operations, may include:

© any increase in Indian interest rates or inflation;

© any scarcity of credit or other financing in India;

© prevailing income conditions among Indian consumers and Indian corporations;

* volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges;

¢ variations in exchange rates;

© changes in India’s tax, trade, fiscal or monetary policies;

¢ political instability, terrorism or military conflict in India or in countries in the region or globally,
including India’s neighbouring countries;

¢ prevailing regional or global economic conditions; and

¢ other significant regulatory or economic developments in or affecting India

56
74.

75.

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Any slowdown in the Indian economy or in the growth of the sectors we participate in or future volatility in
global commodity prices could adversely affect our borrowers and contractual counterparties. This in turn
could adversely affect our business and financial performance and the price of our Equity Shares.

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

The regulatory and policy environment in which we operate is evolving and subject to change. Such changes,
including the instances mentioned below, may adversely affect our business, results of operations and
prospects, to the extent that we are unable to suitably respond to and comply with any such changes in
applicable law and policy.

The Government of India has issued a notification dated September 29, 2016 notifying Income Computation
and Disclosure Standards (“ICDS”), thereby creating a new framework for the computation of taxable
income. The ICDS became applicable from the assessment year for Fiscal 2018 and subsequent years. The
adoption of ICDS is expected to significantly alter the way companies compute their taxable income, as
ICDS deviates from several concepts that are followed under general accounting standards, including Indian
GAAP and Ind AS. In addition, ICDS shall be applicable for the computation of income for tax purposes but
shall not be applicable for the computation of income for minimum alternate tax. There can be no assurance
that the adoption of ICDS will not adversely affect our business, results of operations and financial condition.

e the General Anti Avoidance Rules (“GAAR”) have been made effective from April 1, 2017. The tax
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. If the GAAR provisions are made applicable to our Company, it may have
an adverse tax impact on us.

* a comprehensive national GST regime that combines taxes and levies by the Central and State
Governments into a unified rate structure, which came into effect from July 1, 2017. We cannot provide
any assurance as to any aspect of the tax regime following implementation of the GST. Any future
increases or amendments may affect the overall tax efficiency of companies operating in India and may
result in significant additional taxes becoming payable. If, as a result of a particular tax risk materializing,
the tax costs associated with certain transactions are greater than anticipated, it could affect the
profitability of such transactions.

In addition, unfavourable changes in or interpretations of existing, or the promulgation of new laws, rules
and regulations including foreign investment laws governing our business, operations and group structure
could result in us being deemed to be in contravention of such laws or may require us to apply for additional
approvals. We may incur increased costs and other burdens relating to compliance with such new
requirements, which may also require significant management time and other resources, and any failure to
comply may adversely affect our business, results of operations and prospects. Uncertainty in the
applicability, interpretation or implementation of any amendment to, or change in, governing law, regulation
or policy, including by reason of an absence, or a limited body, of administrative or judicial precedent may
be time consuming as well as costly for us to resolve and may affect the viability of our current business or
restrict our ability to grow our business in the future.

Any increase in taxes and levies, or the imposition of new taxes and levies in the future, could increase the
cost of production and operating expenses. Taxes and other levies imposed by the central or state
governments in India that affect our industry include customs duties, excise duties, sales tax, income tax and
other taxes, duties or surcharges introduced on a permanent or temporary basis from time to time. The central
and state tax scheme in India is extensive and subject to change from time to time. Any adverse changes in
any of the taxes levied by the central or state governments may adversely affect our competitive position and
profitability.

Financial instability in both Indian and international financial markets could adversely affect our results
of operations and financial condition.

The Indian financial market and the Indian economy are influenced by economic and market conditions in
other countries, particularly in emerging market in Asian countries. Financial turmoil in Asia, Europe, the

57
76.

77.

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

United States and elsewhere in the world in recent years has affected the Indian economy. Although
economic conditions are different in each country, investors’ reactions to developments in one country can
have an adverse effect on the securities of companies in other countries, including India. A loss in investor
confidence in the financial systems of other emerging markets may cause increased volatility in Indian
financial markets and, indirectly, in the Indian economy in general. Any global financial instability,
including further deterioration of credit conditions in the U.S. market, could also have a negative impact on
the Indian economy. Financial disruptions may occur again and could harm our results of operations and
financial condition.

The Indian economy is also influenced by economic and market conditions in other countries. This includes,
but is not limited to, the conditions in the United States, Europe and certain economies in Asia. Financial
turmoil in Asia and elsewhere in the world in recent years has affected the Indian economy. Any worldwide
financial instability may cause increased volatility in the Indian financial markets and, directly or indirectly,
adversely affect the Indian economy and financial sector and its business.

Although economic conditions vary across markets, loss of investor confidence in one emerging economy
may cause increased volatility across other economies, including India. Financial instability in other parts of
the world could have a global influence and thereby impact the Indian economy. Financial disruptions in the
future could adversely affect our business, prospects, financial condition and results of operations. The global
credit and equity markets have experienced substantial dislocations, liquidity disruptions and market
corrections.

These could include further falls in Stock Exchange indices and greater volatility of markets in general due
to the increased uncertainty. These and other related events could have a significant impact on the global
credit and financial markets as a whole, and could result in reduced liquidity, greater volatility, widening of
credit spreads and a lack of price transparency in the global credit and financial markets. There are also
concerns that a tightening of monetary policy in emerging markets and some developed markets will lead to
a moderation in global growth. In response to such developments, legislators and financial regulators in the
United States and other jurisdictions, including India, have implemented a number of policy measures
designed to add stability to the financial markets. However, the overall long-term impact of these and other
legislative and regulatory efforts on the global financial markets is uncertain, and they may not have had the
intended stabilizing effects. Any significant financial disruption in the future could have an adverse effect
on our cost of funding, loan portfolio, business, future financial performance and the trading price of the
Equity Shares.

Inflation in India could have an adverse effect on our profitability and if significant, on our financial
condition.

Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India
has experienced high inflation in the recent past. Increased inflation can contribute to an increase in interest
rates and increased costs to our business, including increased costs of salaries, and other expenses relevant
to our business.

High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our
costs. Any increase in inflation in India can increase our expenses, which we may not be able to pass on to
our customers, whether entirely or in part, and the same may adversely affect our business and financial
condition. In particular, we might not be able to reduce our costs or increase our rates to pass the increase in
costs on to our customers. In such case, our business, results of operations, cash flows and financial condition
may be adversely affected.

Further, the Gol has previously initiated economic measures to combat high inflation rates, and it is unclear
whether these measures will remain in effect. There can be no assurance that Indian inflation levels will not
worsen in the future.

Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability to
attract foreign investors, which may adversely impact the market price of the Equity Shares.

As an Indian Company, we are subject to exchange controls that regulate borrowing in foreign currencies,
including those specified under FEMA. Such regulatory restrictions limit our financing sources for our
projects under development and hence could constrain our ability to obtain financing on competitive terms

58
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

and refinance existing indebtedness. In addition, we cannot assure you that the required approvals will be
granted to us without onerous conditions, or at all. Limitations on foreign debt may adversely affect our
business growth, results of operations and financial condition.

Further, under the foreign exchange regulations currently in force in India, transfers of shares between non-
residents and residents are freely permitted (subject to certain exceptions) if they comply with the pricing
guidelines and reporting requirements specified by the RBI. If the transfer of shares, which are sought to be
transferred, are not in compliance with such pricing guidelines or reporting requirements or fall under any
of the exceptions referred to above, then the prior approval of the RBI will be required. Additionally,
shareholders who seek to convert the Rupee proceeds from a sale of shares in India into foreign currency
and repatriate that foreign currency from India will require a no objection/ tax clearance certificate from the
income tax authority. There can be no assurance that any approval required from the RBI or any other
government agency can be obtained on any particular terms or at all.

78. Any downgrading of India’s debt rating by an independent agency may harm our ability to raise

79.

financing.

Any adverse revisions to India’s credit ratings international debt by international rating agencies may
adversely affect our ability to raise additional overseas financing and the interest rates and other commercial
terms at which such additional financing is available. This could have an adverse effect on our ability to fund
our growth on favourable terms or at all, and consequently adversely affect our business and financial
performance and the price of our Equity Shares.

 

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

The regulatory and policy environment in which we operate is evolving and subject to change. Such changes
may adversely affect our business, results of operations and prospects, to the extent that we are unable to
suitably respond to and comply with any such changes in applicable law and policy. For example, the
Government of India implemented a comprehensive national goods and services tax (“GST”) regime with
effect from July 1, 2017, that combined multiple taxes and levies by the Central and State Governments into
a unified tax structure. Our business and financial performance could be adversely affected by any
unexpected or onerous requirements or regulations resulting from the introduction of GST or any changes in
laws or interpretation of existing laws, or the promulgation of new laws, rules and regulations relating to
GST, as it is implemented. The Government has enacted the GAAR which have come into effect from April
1, 2017.

The Government of India has announced the union budget for Fiscal 2021 and the Ministry of Finance has
notified the Finance Act, 2021 (“Finance Act”) on March 28, 2021, pursuant to assent received from the
President, and the Finance Act will come into operation with effect from March 28, 2021. There is no
certainty on the impact that the Finance Act may have on our business and operations or on the industry in
which we operate. We cannot predict whether any amendments made pursuant to the Finance Act would
have a material adverse effect on our business, financial condition and results of operations. Unfavourable
changes in or interpretations of existing, or the promulgation of new, laws, rules and regulations including
foreign investment and stamp duty laws governing our business and operations could result in us being
deemed to be in contravention of such laws and may require us to apply for additional approvals. Further, a
draft of the Personal Data Protection Bill, 2019 (“Bill”) has been introduced before the Lok Sabha on
December 11, 2019, which is currently being referred to a joint parliamentary committee by the Parliament.
We may incur increased costs and other burdens relating to compliance with such new requirements, which
may also require significant management time and other resources, and any failure to comply may adversely
affect our business, results of operations and prospects. Uncertainty in the applicability, interpretation or
implementation of any amendment to, or change in, governing law, regulation or policy, including by reason
of an absence, or a limited body, of administrative or judicial precedent may be time consuming as well as
costly for us to resolve and may impact the viability of our current businesses or restrict our ability to grow
our businesses in the future.

59
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

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

81.

The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, 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. 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. In addition,
India has witnessed local civil disturbances in recent years 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.

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.

We are subject to regulatory, economic, social and political uncertainties and other factors beyond our
control.

We are incorporated in India and we conduct our corporate affairs and our business in India. Our Equity
Shares are listed on BSE and NSE. Consequently, our business, operations, financial performance and the
market price of our Equity Shares will be affected by interest rates, government policies, taxation, social and
ethnic instability and other political and economic developments affecting India.

Factors that may adversely affect the Indian economy, and hence our results of operations may include:

any exchange rate fluctuations, the imposition of currency controls and restrictions on the right to convert
or repatriate currency or export assets;

any scarcity of credit or other financing in India, resulting in an adverse effect on economic conditions
in India and scarcity of financing for our expansions;

prevailing income conditions among Indian customers and Indian corporations;

epidemic or any other public health crisis in India or in countries in the region or globally, including in
India’s various neighbouring countries;

hostile or war like situations with the neighbouring countries;

macroeconomic factors and central bank regulation, including in relation to interest rates movements
which may in turn adversely impact our access to capital and increase our borrowing costs;

volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges;
decline in India's foreign exchange reserves which may affect liquidity in the Indian economy;
downgrading of India’s sovereign debt rating by rating agencies; and

Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian
economy or certain regions in India, could adversely affect our business, results of operations and
financial condition and the price of the Equity Shares. For example, our manufacturing facilities are
located in western India, hence any significant disruption, including due to social, political or economic
factors or natural calamities or civil disruptions, impacting this region may adversely affect our
operations.

 

82. Financial instability in other countries may cause increased volatility in Indian financial markets.

60
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

The Indian market and the Indian economy are influenced by economic and market conditions in other
countries, particularly emerging market countries in Asia. Although economic conditions are different in
each country, investors’ reactions to developments in one country can have adverse effects on the securities
of companies in other countries, including India. A loss of investor confidence in the financial systems of
other emerging markets may cause increased volatility in Indian financial markets and, indirectly, in the
Indian economy in general. Any worldwide financial instability could also have a negative impact on the
Indian economy. Financial disruptions may occur again and could harm our business, our future financial
performance and the prices of the Equity Shares.

The recent outbreak of COVID-19 has significantly affected financial markets around the world. Any other
global economic developments or the perception that any of them could occur may continue to have an
adverse effect on global economic conditions and the stability of global financial markets, and may
significantly reduce global market liquidity and restrict the ability of key market participants to operate in
certain financial markets. Any of these factors could depress economic activity and restrict our access to
capital, which could have an adverse effect on our business, financial condition and results of operations and
reduce the price of our Equity Shares. Any financial disruption could have an adverse effect on our business,
future financial performance, shareholders’ equity and the price of our Equity Shares.

The remainder of this page has been intentionally left blank

61
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

SECTION III - INTRODUCTION
THE ISSUE

Following table summarizes the present Issue in terms of this Prospectus:

 

 

 

 

 

Particulars Details of Equity Shares
Issue of Equity Shares 88,23,320* Equity Shares of face value of ® 10 each fully paid-up of our Company
for cash at a price of % 68/- per Equity Share aggregating to % 5,999.85 lakhs. 2
of which:
‘A. QIB Portion > Not more than 1,76,440* Equity Shares
of which

 

Net QIB Portion ie. balance 1,76,440* Equity Shares
available for allocation to QIBs

 

of which:
‘Available for allocation to Mutual _8,822* Equity Shares

Funds only (5% of the Net QIB

Portion

Balance for all QIBs including _ 1,76,440* Equity Shares

Mutual Funds

B. Non-Institutional Portion™ Not less than 25,58,600* Equity Shares
C. Retail Portion” Not less than 60,88,280* Equity Shares

 

 

 

 

 

 

Pre and Post-Issue Equity Shares
Equity Shares outstanding prior to _2,49,86,300 Equity Shares

 

 

 

 

the Issue

Equity Shares outstanding after the _3,38,09,620* Equity Shares

Issue

Use of Net proceeds of this Issue Please refer the chapter titled “Objects of the Issue” on page 95 of this Prospectus.

 

* Subject to finalisation of Basis of Allotment.

”’This Issue was made in terms of Regulation 6(1) of Chapter II of the SEBI (ICDR) Regulations. For further details, please refer to section
titled “Issue Information” on page 292 of this Prospectus.

2) The present Issue was authorised pursuant to a resolution passed by our Board at its meeting held on July 7, 2021 and by our Shareholders
by way of a special resolution passed pursuant to Section 62(1) (c) of the Companies Act, 2013 at the EGM held on July 7, 2021.

» Subject to valid bids being received, not less than 29% of the Issue was allocated on a proportionate basis to Non-Institutional Bidders and
not less than 69% of the Issue was allocated on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or
above the Issue Price. Subject to valid Bids being received at or above the Issue Price, undersubscription, if any, in any category, except in
the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories of Bidders at the discretion
of our Company, in consultation with the Book Running Lead Manager and the Designated Stock Exchange, subject to applicable laws.

In the event of oversubscription, Allotment shall be made on a proportionate basis, subject to valid bids received
at or above the Issue Price, in consultation with the Designated Stock Exchange and in accordance with SEBI
(ICDR) Regulations.

Allocation to all categories, except the Retail Portion,shall be made on a proportionate basis, subject to valid Bids
received at or above the Issue Price. The allocation to each Retail Individual Bidder shall not be less than the
minimum Bid Lot, subject to availability of Equity Shares in Retail Portion, and the remaining available Equity
Shares, if any, shall be Allocated on a proportionate basis. For further details, see “Issue Procedure” beginning
on page 301 of this Prospectus.

For details of the terms of the Issue, see “Terms of the Issue” beginning on page 292 of this Prospectus.

The remainder of this page has been intentionally left blank

62
PROSPECTUS

Dated: March 31, 2022

100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

SUMMARY OF FINANCIAL INFORMATION

The following tables provide the summary financial information of our Company derived from the Restated
Consolidated Financial Information as at and for the Fiscals 2021, 2020 and 2019 and six months period ended
September 30, 2021. The Restated Consolidated Financial Information referred to above is presented under the
section titled “Financial Information” on page 184. The summary financial information presented below should
be read in conjunction with the Restated Consolidated Financial Information, the notes thereto and the sections
titled “Financial Information” and “Management's Discussion and Analysis of Financial Condition and Results
of Operations” on pages 184 and 251, respectively.

     

(The remainder of this page is intentionally left blank)

63
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES

(Amt Rs in Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annex AS AT
Particulars No 30th Sept 31st March | 31st March | 31st March
2021 2021 2020 2019
A) | ASSETS
1. | Non-Current Assets
\(i) Property, Plants &
(a)_|Equipment 6 238.46 234.65 244.81 250.05
\(ii) Investment Property 7 0.20 0.20 0.20 0.20
\(iii) Intangible Assets under
\Development - - -
(b) | Financial Assets
(i) Investments 8 358.06 332.00 653.05 602.72
(ii) Loans & Advances 9 17.60 17.60 32.51 32.51
(iii) Deposits 10 3.31 1.81 44.99 0.91
(c) | Deferred tax Assets 11 6.57 6.68 6.96 7.67
(d) | Other Non current Assets 12 288.89 203.67 13.30 44.86
913.09 796.61 995.83 938.92
2. | Current Assets
(a) _| Inventories 13 21,346.37 7,294.84 2,640.54 4,261.14
(b) | Financial Assets
(i) Trade Receivables 14 3,838.74 2,834.71 1,319.28 1,373.01
(ii) Cash and Bank Balances 15 2,789.84 1,745.78 1,284.45 1,437.49
(iii) Short term loans &
advances 16 9.68 713 755.16 37.34
(c) | other current assets 17 3,591.26 7,180.50 14,863.90 2,328.98
31,575.89 19,062.96 20,863.34 9,437.96
Total 32,488.98 19,859.57 21,859.16 10,376.89
EQUITY AND
B) | LIABILITIES
1. | Equity
(a) | Share Capital 18 2,498.63 2,498.63 2,498.63 2,498.63
(b)_| Other Equity 5,396.21 4,455.25 3,255.94 2,350.67
7,894.84 6,953.88 5,754.57 4,849.30
2.__| Liabilities
I_| Non Current Liabilities
(a)_| Financial Liabilities
(i) Borrowings 19 550.57 352.26 325.48 51.39
(ii) Other Financial Liabilities = - - -
(b) | Provisions 20 12.18 12.25 13.86 12.50
(c)_| Other Non Current Liabilities - - -
562.75 364.52 339.35 63.89
I_| Current Liabilities
(a) | Financial Liabilities
Borrowings 21 5,628.20 3,861.81 1,470.39 4,004.82
Trade Payables 22 13,451.40 4,880.88 7,718.39 1,070.40
(b)_| Other Current Liabilities 23 4,640.52 3,293.67 6,228.73 241.98
(c)_| Short Term Provisions 24 311.28 504.82 347.73 146.48

 

 

 

 

 

 

 

 

64
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

 

24,031.39

12,541.18 15,765.24

5,463.68

 

 

 

Total

 

 

32,488.98

 

 

19,859.57 21,859.16

 

 

10,376.89

 

As per our Report on Even date attached

The accompanying notes form an integral part of these Restated Consolidated Financial Information

 

For Mamta Jain & Associates
Chartered Accountants
FRN :328746E,

CA Mamta Jain
Partner
Membership No. : 304549

Place: Kolkata
Date: 16.02.2022
UDIN:22304549ACVLIJ4088

 

For and on behalf of the Board of Directors
Uma Exports Limited

Rakesh Khemka

Managing Director

DIN - 00335016

Sriti Singh Roy

Company Secretary

Madan Mohan Khemuka
Director
DIN: 00335177

Manmohan Saraf
CFO & ED
DIN - 07246524

 

RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS

 

(Amt Rs in Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FOR THE PERIOD ENDED
Anne 31ST 31ST 31ST
PARTICULARS
xNo 30TH MARCH MARCH MARCH
SEPT 2021 2021 2020 2019
I._| Income
(a) | Revenue From Operation 25 52,136.58 74,215.52 80,676.42 32,691.62
(b) | Other Operating Revenue 26 238.08 856.78 266.19 201.13
(c) | Other Income 27 19.79 130.34 88.23 44.28
Total Revenue 52,394.45 75,202.64 81,030.84 32,937.02
Il. | Expenditure
(a) | Purchases 28 59,684.10 71,968.93 72,114.35 28,922.47
Changes in Inventories of (14,051.53) (4,654.30) 1,620.61 (861.90)
(b) | stock-in-trade 29
(c) | Employee Benefit Expenses 30 78.22 134.20 174.04 115.59
(d) | Finance Cost 31 858.85 464.56 868.49 517.81
Depreciation and 4.94 10.43 11.80 15.86
(e) | Amortisation Expenses 32
(f)_| Other Expenses 33 4,599.32 5,628.98 5,146.87 3,850.28
Total Expenditure 51,173.90 73,552.81 79,936.16 32,560.10
Profit/(Loss) Before 1,220.55 1,649.83 1,094.68 376.92
Exceptional Items & Tax
IIL. | Exceptional Items 2.01 = = -

 

 

 

 

65

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

 

 

Profit/(Loss) Before Tax

1,222.56

1,649.83

1,094.68

376.92

 

 

Iv.

Tax Expense:

 

(a)

Tax Expense for Current
Year

302.75

415.24

260.98

84.69

 

(b)

Short/(Excess) Provision of
Earlier Year

42

22.58

15.84

7.82

 

©,

Deferred Tax
Net Current Tax Expenses

0.11
325.44

0.28
431.36

0.71
261.69

(4.26)
88.26

 

 

Profit/(Loss) for the Year

897.12

1,218.47

832.98

288.66

 

 

Other Comprehensive
Income

 

(a)

Items that will not be
reclassified to Profit or Loss

34

29.39

10.13

(65)

(82.98)

 

(b)

Income Tax relating to items
that will not be reclassified to
Profit or Loss

 

Other Comprehensive
Income for the year (net of
tax)

29.39

10.13

(65)

(82.98)

 

VI.

Total Comprehensive
Income for the Period
(Comprising Profit/Loss
and Other Comprehensive
Income for the period)

926.51

1,228.60

824.47

255.68

 

 

(VIL.

Earnings per Equity Share of
Rs.10 Each

 

 

-Basic EPS

3.71

4.92

3.30

1.02

 

 

 

-Diluted EPS

 

 

3.71

 

4.92

3.30

 

 

1.02

 

 

The accompanying notes form an integral part of these Restated Consolidated Financial Information

As per our Report on Even date attached

 

 

For Mamta Jain & Associates
Chartered Accountants
FRN :328746E,

CA Mamita Jain

Partner
Membership No. : 304549

Place: Kolkata
Date: 16.02.2022
UDIN:22304549ACVLIJ4088

For and on behalf of the Board of Directors
Uma Exports Limited

Rakesh Khemka
Managing Director
Din - 00335016

Sriti Singh Roy
Company Secretary

Madan Mohan Khemuka
Director
Din: 00335177

Manmohan Saraf
CFO & ED
DIN - 07246524

 

66

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

RESTATED CONSOLIDATED STATEMENT OF CASH FLOW STATEMENT

 

(Amt Rs in Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FOR THE PERIOD ENDED
PARTICULARS 30TH 31ST 31ST 31ST
SEPT MARCH MARCH MARCH
2021 2021 2020 2019

A) Cash Flow From Operating Activities :

Net Profit before tax

Continuing Operations 1,222.56 1,649.83 1,094.68 376.92

Discontinued Operations = a z

Adjustment for :

Depreciation 4.94 10.43 11.80 15.86

Provision for Employee Benefits 1.34 2.45 2.13 13.29

Exceptional Item Occurring on account of - - -

disposal of assets classified in OCI

Interest Paid 124.32 390.90 836.05 443.76

Dividend Received (0.05) (0.11) (0.06) (0.38)

Interest Income (19.74) (130.23) (88.17) (43.90)

Loss on Sale/Fair Value of Current Investment (11.79) (17.54) (55.48) (80.30)

carried at FVTPL

Gain on Sale of Fixed Assets (2.01) - - -

Operating profit before working capital 1,319.57 1,905.74 1,800.95 725.25

changes

Adjustments for Changes in:

Inventories (14,051.53) (4,654.30) 1,620.61 (861.90)
Trade Receivables (1,004.03) (1,515.42) 53.73 1,466.82
Short Term Loans & Advances (2.55) 748.03 (717.82) 827.63
Other Current Assets 3,504.02 7,683.40 (12,534.99) (1,687.76)
Trade Payables 8,570.52 (2,837.51) 6,647.99 210.99
Other Current Liabilities 1,346.85 (2,935.06) 5,986.75 (725.45)
Short Term Provisions (498.05) (20.29) (44.85) 4.66
Current Financial Borrowings 1,766.39 2,391.42 (2,534.43) 927.80

Cash generated from operations 951.18 766.00 277.95 888.04

Less:- Income Taxes paid 22.58 276.77 59.51 5.19

Cash Flow Before Extraordinary Item 928.60 489.23 218.44 882.85

Extraordinary Items - = 7 =

Net cash flow from operating activities 929.60 489.23 218.44 882.85

B) Cash Flow From Investing Activities :

Purchase of Fixed Assets (9.24) (0.27) (6.56) -

Sale of Fixed Assets 2.50 - - -

Release of Deposits - 0.82 - -

Sale (Purchase) of Investments 13.96 410.07 (3.54) (2.61)

Dividend Received 0.05 0.11 0.06 0.38

 

 

 

 

 

 

67
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Received 19.74 130.23 88.17 43.90

Adjustments for Changes in Other Non Current - (190.37) 31.56 (45.01)

Assets

Recovered/(Provided) Long Term Loans and - 14.91 - 118.29

Advances

Net cash flow from investing activities 27.01 365.50 109.69 114.94

C) Cash Flow From Financing Activities :

Proceeds from Long Term Borrowings 198.31 26.78 274.10 8.54

Interest Paid 124.32 (390.90) (836.05) (443.76)

Net cash flow from financing activities 73.98 (364.12) (661.96) (435.22)

Net Increase/(Decrease) In Cash & Cash 1,029.59 490.61 (233.82) 562.57

Equivalents

Cash equivalents at the beginning of the year 1,745.78 1,284.45 1,437.49 815.98

Effect of Change in Exchange Rates 14.45 (29.30) 80.79 58.93

Cash equivalents at the end of the year 2,789.84 1,745.78 1,284.45 1,437.49

Component of Cash and Cash equivalents

Cash on hand 14.26 16.11 18.07 18.48

Balance With banks 2,775.58 1,729.67 1,266.38 1,419.00
2,789.84 1,745.78 1,284.45 1,437.49

 

 

 

 

 

 

 

Notes :-

1. The Restated Consolidated Statement of Cash Flows has been prepared in accordance with Indirect
method' as set out in the Ind AS - 7 on 'Statement of Cash Flows’, as notified under Section 133 of the
Companies Act, 2013, read with the relevant rules thereunder.

Accounting Policies & Notes on Accounts
As per our Report on Even date attached

 

Membership No. : 304549

Place: Kolkata

 

Date: 16.02.2022 Sriti Singh Roy
UDIN:22304549ACVLIJ4088 Company Secretary

For Mamta Jain & Associates Uma Exports Limited
Chartered Accountants
FRN :328746E,

Rakesh Khemka
CA Mamta Jain Managing Director
Partner Din - 00335016

For and on behalf of the Board of Directors

Madan Mohan Khemuka
Director
Din: 00335177

Manmohan Saraf
CFO & ED
DIN - 07246524

 

68

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

GENERAL INFORMATION

Uma Exports Limited (“Company” or “Issuer”) was originally incorporated as ‘Uma Exports Private Limited’ on
March 9, 1988 as a private limited company under the Companies Act, 1956 with the Registrar of Companies,
West Bengal. Subsequently, pursuant to a special resolution of our Shareholders passed in an extra-ordinary
general meeting dated December 14, 2009 our Company was converted from a private limited company to a public
limited company and consequently the name of our Company was changed to ‘Uma Exports Limited’, and a fresh
certificate of incorporation dated March 25, 2010 was issued to our Company by the Registrar of Companies,
West Bengal. For details of change in the name of our Company and Registered Office of our Company, please
refer to the chapter titled as “History and Certain Corporate Matter” on page 151 of this Prospectus. The
corporate identification number of our Company is U14109WB1988PLC043934.

Registered Office of our Company

Uma Exports Limited

Ganga Jamuna Apartment 28/1,

Shakespeare Sarani, 1st Floor,

Kolkata 700 017, West Bengal, India

Registration Number: 043934

Telephone: +91 33 22811396 /7

E-mail: cs@umaexports.net.in

Investor grievance id: investors@umaexports.net.in

Website: www.umaexports.net
CIN: U14109WB1988PLC043934

Registrar of Companies

Our Company is registered with the Registrar of Companies, Kolkata situated at the following address:

Registrar of Companies, West Bengal at Kolkata
Nizam Palace

II MSO Building, 3“ Floor,

234/4 A.J.C. Bose Road

Kolkata - 700 020,

West Bengal, India

Board of Directors of our Company

Set forth below are the details of our Board of Directors as on the date of this Prospectus:

 

 

 

 

 

 

 

Name Designation DIN Address

Rakesh Khemka Managing Director 335016 Ganga Jamuna Apartment, 28/1 Shakespeare Sarani,
Kolkata — 700 017, West Bengal, India

Madan Mohan Khemuka Non Executive Director 335177 Ganga Jamuna Apartment, 28/1 Shakespeare Sarani,
Kolkata — 700 017, West Bengal, India

Manmohan Saraf Executive Director & Chief 7246524 538, Diamond Harbour Road, 2 Floor Flat- 2E,

Financial Officer Laxmi Awas, Kolkata- 700 034, West Bengal, India

Priti Saraf Independent Director 9227422 44/19 Durgapur Lane Alipore, Circus Avenue,
Kolkata — 700 027, West Bengal, India

Vivek Parasramka Independent Director 9228514 68B, Nimtola Ghat Street, Jorabagan, Beadon Street,
Kolkata — 700 006, West Bengal, India

‘Suman Agarwal Independent Director 9228585  96C Ashutosh Mukherjee Road, Bhawanipore,

Kolkata — 700 025, West Bengal, India.

 

For detailed profile of our Directors, please refer to the chapter titled “Our Management” on page 157 of the

Prospectus.

69
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Chief Financial Officer
Manmohan Saraf, is the Chief Financial Officer of our Company. His contact details are set forth hereunder.

Ganga Jamuna Appartment 28/1,

Shakespeare Sarani, 1st Floor,

Kolkata - 700 017,

West Bengal, India

Registration Number: 043934

Telephone: +91 33 22811396 /7

E-mail: mmsaraf@umaexports.net.in

Investor grievance id: investors@umaexports.net.in

Website: www.umaexports.net
CIN: U14109WB1988PLC043934

Company Secretary and Compliance Officer

Sriti Singh Roy is the Company Secretary and Compliance Officer of our Company. Her contact details are set
forth hereunder.

Ganga Jamuna Appartment 28/1,

Shakespeare Sarani, 1st Floor,

Kolkata - 700017,

West Bengal, India.

Registration Number: 043934

Telephone: +91 33 22811396 /7

E-mail: cs@umaexports.net.in

Investor grievance id: investors@umaexports.net.in

Website: www.umaexports.net
CIN: U14109WB1988PLC043934

Investor grievances

Bidders are advised to contact the Company Secretary and Compliance Officer, the BRLM and/or the
Registrar to the Issue 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 account, non-receipt of funds
by electronic mode etc.

All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name,
address of the Bidder, number of Equity Shares applied for, the Bid amount paid on submission of the Bid cum
Application Form and the bank branch or collection centre where the application was submitted.

All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to the
relevant SCSB or the member of the Syndicate if the Bid was submitted to a member of the Syndicate at any of
the Specified Locations, or the Registered Broker if the Bid was submitted to a Registered Broker at any of the
Brokers Centres, as the case may be, quoting the full name of the sole or first Bidder, Bid cum Application Form
number, address of the Bidder, Bidder’s DP ID, Client ID, PAN, number of Equity Shares applied for, date of
Bid-cum-Application Form, name and address of the member of the Syndicate or the Designated Branch or the
Registered Broker or address of the RTA or address of the DP, as the case may be, where the Bid was submitted,
and the ASBA Account number in which the amount equivalent to the Bid Amount was blocked.

All grievances relating to the UPI mechanism may be addressed to the Registrar to the Issue with a copy to the
relevant Sponsor Banks or the member of the Syndicate if the Bid was submitted to a member of the Syndicate at
any of the Specified Locations, or the Registered Broker if the Bid was submitted to a Registered Broker at any
of the Brokers Centres, as the case may be, quoting the full name of the sole or first Bidder, Bid cum Application
Form number, address of the Bidder, Bidder’s DP ID, Client ID, PAN, number of Equity Shares applied for, date
of Bid-cum-Application Form, name and address of the member of the Syndicate or the Designated Branch or the
Registered Broker or address of the RTA or address of the DP, as the case may be, where the Bid was submitted,
and the UPI ID of the UPI ID Linked Bank Account in which the amount equivalent to the Bid Amount was

70
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

blocked. All grievances relating to Bids submitted through the Registered Broker and/or a Stock Broker may be
addressed to the Stock Exchanges with a copy to the Registrar to the Issue.

The financial highlights of our subsidiary, U.E.L International FZE are as under:

 

 

 

 

(Rs. in Lakhs)
Particulars 2020-21 2019-20
Revenue 3,908.00 16,594.79
Profit 14.92 5.48
Converted from USD to INR @ 73.50 75.38

 

 

 

 

 

Details of Key Intermediaries pertaining to this Issue of our Company:
Book Running Lead Manager

CORPORATE CAPITALVENTURES PRIVATE LIMITED
B1/E13, First Floor, Mohan Co-operative Industrial Estate,
Mathura Road Lajpat Nagar — II, New Delhi — 110024110044,
Telephone: +91 11 - 41824066;

Facsimile: +91 11 - 41824066

Email: kp@ccvindia.com

Website: www.ccvindia.com

SEBI Registration: INM000012276

Validity: Permanent

Contact Person: Mr. Kulbhushan Parashar

Registrar to the Issue

MAS Services Limited

T-34, 2nd Floor, Okhla Industrial Area,
Phase - II, New Delhi -110020, India;
Telephone: +91 11 - 26387281/ 82/83;
Facsimile: +91 11 - 26387384

Email ID: info@masserv.com
Website: www.masserv.com

Contact Person: Sharwan Mangla
SEBI Registration: INR 000000049
Validity: Permanent

Legal Advisor to the Issue

M/s. BD Associates

Temple Chambers, Top Floor

6, Old Post Office Street

Kolkata — 700001

Telephone: + 91 33 22628120

Email: bdassociatesadvocates@gmail.com
Contact Person: Anirudhya Dutta
Registration No.: F/747/2016

Statutory and Peer Review Auditor of our Company

M/s. Mamta Jain & Associates, Chartered Accountants
12 Waterloo Street, 2nd floor

Room no — 08, Kolkata — 700 069,

West Bengal, India.

Telephone: +91 33 40048575

Email: mamtajain20@gmail.com

71
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Contact Person: Mamta Jain
Membership No.: 304549

Firm Registration No.: 328746E
Peer Review Certificate No.: 011414

Advisor to the Issue

Saffron Capital Advisors Private Limited

605, Sixth Floor, Centre Point, J.B. Nagar,

Andheri (East), Mumbai - 400 059, India;

Telephone: +91 22 4082 0914/915;

Facsimile: +91 22 4082 0999;

Email id: ipos@saffronadvisor.com;

Website: www.saffronadvisor.com;

Investor grievance: investorgrievance@saffronadvisor.com;
SEBI Registration Number: INM 000011211;

Validity: Permanent

Contact Person: Mr. Amit Wagle/Mr. Gaurav Khandelwal

 

 

Advisor to the Company

M/s. Ridhvi Corporate Solutions

704, 7" floor, Tower 3, Raheja Tipco,
Malad (East), Mumbai 400 097,
Maharashtra, India.

Telephone: +91 9163779422/ 9821926695
Email: info@ridhvigroup.com

Website: www.ridhvigroup.com
Contact Person: Mr. Rohit Dalmia/ Mr. Sanket Sharma

Scope of service of advisor to the Issue
The scope of service of advisor to the Issue includes:

e Advise the Company on the structure of the transaction keeping in view the Promoters stake

e Advise on appointment of other intermediaries for successful management of the Issue including Legal
Counsel, Registrar, Bankers to the Issue, Printers, Advertising Agency, etc

e Advise in preparation of Offer Document

e Advise in resolving queries raised by stock exchanges and SEBI pertaining to the proposed IPO

Advise on the Listing Formalities

Scope of service of advisor to the Company
The scope of service of advisor to the Company includes:

Assist the Company on the structure of the transaction keeping in view the Promoters stake
Assist in creation 0 data room

Assist in preparation of Offer Document

Assist in resolving queries raised by stock exchanges pertaining to the proposed IPO
Assist on the Listing procedure

The fee details to other advisor have been included in the Chapter “Objects of the Issue - Issue Related Expenses”
in the RHP.

Bankers to our Company

Axis Bank Limited Union Bank of India
Agri/Rural Lending Department Overseas Branch,
AC Market Building, 3“ Floor 9, India Exchange Place,

72
1 Shakespeare Sarani, Kolkata 700071
Telephone: 033-67014400
E-mail:sumanta.mullick@axisbank.com,
rom.east@axisbank.com

Website: www.axisbank.com

Contact person: Sumanta Mallick

ICICI Bank Limited

Gurusaday Road. 2nd Floor, Kolkata 700 019
Telephone: 7260899269

E-mail: varsha.somani@icicibank.com
Website: www.icicibank.com

Contact person: Varsha Somani/ Amit Karmhe

Banker to the Issue

ICICI Bank Limited
Capital Market Division, 1st Floor,

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Kolkata 700001

Fascimile: +91 33 2230 1382

Telephone: +91 33 2230 5253 / 1384 / 1389, +91 33 2231 5048
E-mail: overseaskolkata@unionbankofindia.com

Website: www.unionbankofindia.com

Contact person: Manish Kumar Tiwary

122, Mistry Bhavan, DinshawVachha Road, Backbay Reclamation, Churchgate,

Mumbai -400020

Telephone number: 022- 66818923/24
Fax: 022-22611138

E-mail: sagar.welekar@icicibank.com
Website: www.icicibank.com

SEBI Registration Number: INBI00000004
Contact Person: Mr. Sagar Welekar

 

Refund Bank

ICICI Bank Limited
Capital Market Division, 1st Floor,

122, Mistry Bhavan, DinshawVachha Road, Backbay Reclamation, Churchgate,

Mumbai -400020

Telephone number: 022- 66818923/24
Fax: 022-22611138

E-mail: sagar.welekar@icicibank.com
Website: www.icicibank.com

SEBI Registration Number: INBI00000004
Contact Person: Mr. Sagar Welekar

Sponsor Banks

 

ICICI Bank Limited
Capital Market Division, 1st Floor,

122, Mistry Bhavan, DinshawVachha Road, Backbay

Reclamation, Churchgate,

Mumbai -400020

Telephone number: 022- 66818923/24
Fax: 022-22611138

E-mail: sagar.welekar@icicibank.com
Website: www.icicibank.com

SEBI Registration Number: INBI00000004
Contact Person: Mr. Sagar Welekar

HDEC Bank Limited

FIG-OPS Department Lodha, I Think Techno
Campus O-3 Level, Next to Kanjurmarg Railway
Station, Kanjurmarg (East), Mumbai - 400042

Telephone: 022 30752914/27/ 28

E-mail: tushar.gavankar@hdfcbank.com.
siddharth.jadhav@hdfcbank.com.
neerav.desai@hdfcbank.com

Website: www.hdfcbank.com

SEBI Registration Number: INBI00000063

 

Contact person: Mr. Tushar Gavankar, Mr.
Siddharth Jadhav, Mr. Neerav Desai
Kotak Mahindra Bank Limited Axis Bank Limited

Kotak Infiniti, 6° Floor, Building No. 21, Infinity
Park, Off Western Express Highway, General AK

 

Vaidya Marg, Malad (East), Mumbai - 400097

7, Ground & 1* Floor, Shakespeare Sarani, Kolkata,
West Bengal - 700071

 

 

 

73:
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

Telephone: 022 66056588 Telephone: +91 9830500051

E-mail: cmsipo@kotak.com E-mail: calcutta.branchhead@axisbank.com

Website: www.kotak.com Website: www.axisbank.com

SEBI Registration Number: SEBI Registration Number: INBI00000017

Contact person: Mr. Kushal Patankar Contact person: Mr. Pratha Pratim Das
Syndicate Member

Ashika Stock Broking Limited

Trinity, 7" Floor, 226/1, A.J.C. Bose Road, Kolkata — 700020
Telephone: 033 40102500

Email: rahulbafna@ashikagroup.com

Website: www.ashikagroup.com
Contact Person: Mr. Rahul Bafna

Designated Intermediaries

Self-Certified Syndicate Banks

The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided at the website
of the SEBI https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to

time. For details on Designated Branches of SCSBs collecting the Application Forms, refer to the website of the
SEBI https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes.

 

Applications through UPI in IPOs can be made only through the SCSBs / mobile applications (apps) whose name
appears on the SEBI website. The list of SCSBs and mobile application, which, are live for applying in public
issues using UPI mechanism is provided at the SEBI website.

SCSBs enabled for UPI Mechanism

In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI
Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, Retail Individual Investors bidding using
the UPI Mechanism may apply through the SCSBs and mobile applications whose names appears on the website
of the SEBI (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=40) and
updated from time to time. A list of SCSBs and mobile applications, which are live for applying in public issues
using UPI mechanism is provided as ‘Annexure A’ for the SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, as amended.

Syndicate SCSB Branches

In relation to Bids submitted to a member of the Syndicate, the list of branches of the SCSBs at the Specified
Locations named by the respective SCSBs to receive deposits of Bid cum Application Forms from the members
of the Syndicate is available on the website of the SEBI
(http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=35) and updated from
time to time. For more information on such branches collecting Bid cum Application Forms from the members of
Syndicate at Specified Locations, see the website of the SEBI
(http://www.sebi. gov. in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35).

Registered Brokers

The list of the Registered Brokers, including details such as postal address, telephone number and e-mail address,
is provided on the website of BSE and NSE at www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx?
and on the website of NSE at www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm,
respectively as updated from time to time.

 

 

Registrar and Share Transfer Agent

The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as
address, telephone number and e-mail address, is provided on the websites of Stock Exchanges at

74
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

www. bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time to
time.

 

 

Collecting Depository Participants

The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
name and contact details, is provided on the websites of BSE at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and on _ the website of NSE at
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively as updated from time to
time.

 

 

The list of branches of the SCSBs named by the respective SCSBs to receive deposits of the application forms
from the Designated Intermediaries was available on the website of the SEBI (www.sebi.gov.in) and updated from
time to time.

IPO Grading

No credit rating agency registered with SEBI has been appointed for grading the Issue.

Credit Rating

As this is an Issue of Equity Shares, credit rating is not required.

Green Shoe Option

No Green Shoe Option is applicable for this Issue.

Brokers to the Issue

All members of the recognized stock exchanges would be eligible to act as Brokers to the Issue.

Debenture Trustees

As the Issue is of Equity Shares, the appointment of Debenture trustees is not required.

Monitoring Agency

As the net proceeds of the Issue being less than 210,000 lakhs, under the SEBI ICDR Regulations, it was not
required that a monitoring agency be appointed by our Company.

  

Appraising Entity

None of the objects for which the Net Proceeds will be utilized have been appraised by an appraising entity.
Expert Opinion

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received written consent dated March 15, 2022 from the Statutory Auditors to include their
name as required under Section 26(5) of the Companies Act 2013 read with SEBI ICDR Regulations in this
Prospectus as an “expert” as defined under Section 2(38) of the Companies Act 2013 to the extent and in its
capacity as an independent Statutory Auditor and in respect of its (i) examination report dated Februrary 16, 2022
on our restated consolidated financial information; and (ii) its report dated September 25, 2021 on the statement
of special tax benefits in this Prospectus and such consent has not been withdrawn as on the date of this Prospectus.

Inter-se Allocation of Responsibilities

75
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Corporate Capital Ventures Private Limited being the sole Book Running Lead Manager will be responsible for
all the responsibilities related to co-ordination and other activities in relation to the Issue. Hence, a statement of
inter se allocation of responsibilities is not required.

Filing

A copy of the DRHP dated September 25, 2021 has been filed with SEBI by way of an e-mail at
cfddil@sebi.gov.in, in accordance with the instructions issued by the SEBI through its circular dated March 27,
2020, in relation to “Easing of Operational Procedure — Division of Issues and Listing - CFD” and has been filed
with SEBI electronically on the SEBI intermediary portal at https://siportal.sebi.gov.in, in accordance with SEBI
circular bearing reference SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018.

A copy of the Red Herring Prospectus, along with the material contracts and documents were filed under Section
32 of the Companies Act, 2013 with the RoC, and a copy of this Prospectus shall be filed with the RoC at its
office located at the Registrar of Companies, West Bengal at Kolkata, Nizam Palace, II MSO Building, 3 Floor,
234/4 A.J.C. Bose Road Kolkata-700020, as required under Sections 26 and 32 of the Companies Act, 2013 and

through the electronic portal at http://www.mca.gov.in/mcafoportal/loginvalidateuser.do.
Changes in Auditors during the last five years

Except as stated below, there has been no change in the Auditors of our Company during the last five years:

 

 

 

Name of Auditor Date of Change Reason for change

D. N. Gupta & Associates September 2, _ Expiry of term of appointment

‘Address: 10, Ganesh Chandra Ave, Esplanade, 2018

Dharmatala, Bowbazar, Kolkata - 700013

Uttam Agarwal & Associates, Chartered Accountants July 7, 2021 Resignation due to not having a valid peer
Address :72, Cotton Street, 2nd Floor, Kolkata — 700 007 review certificate

Email : cauttam@uaassociates.com
Firm Registration No: 322455E

 

Book Building Process

Book Building Process, with reference to the Issue, refers to the process of collection of Bids on the basis of the
Red Herring Prospectus and this Prospectus, the Bid cum Application Form and Revision Form. The Price Band
and minimum Bid Lot size was decided by our Company in consultation with the BRLM and was advertised in
all editions of English national newspaper Business Standard, all editions of Hindi national newspaper Business
Standard, and all editions of Bengali newspaper Arthik Lipi (Bengali being the regional language of Kolkata where
our Registered Office is located), each with wide circulation, two (2) Working Days prior to the Bid / Issue
Opening Date and was made available to the Stock Exchanges for the purpose of uploading on their websites.

The Issue Price was determined by our Company in consultation with the BRLM after the Bid/Issue Closing Date.
The principal parties involved in the Book Building Process are:

1. Our Company;
2. Book Running Lead Manager;

3. Syndicate Member(s) who are intermediaries registered with SEBI or registered as broker with Stock
Exchanges and eligible to act as Underwriter;

4. Escrow Collection Bank/Banker to the Issue/Sponsor Banks;
5. Registrar to the Issue;

6. The SCSBs;

7. Registered Brokers; and

8. CDPs.

76
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

The SEBI (ICDR) Regulations have permitted the Issue of securities to the public through the Book Building
Process. In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (the
“SCRR”) the Issue was made for at least 25% of the post-Issue paid-up Equity Share capital of our Company
wherein not more than 2% of the Issue was allocated on a proportionate basis to QIBs.

Such number of Equity Shares representing 5% of the Net QIB Portion was allocated on a proportionate basis to
Mutual Funds only, and the remainder of the Net QIB Portion was allocated on a proportionate basis to all QIB
Bidders including Mutual Funds, subject to valid Bids being received at or above the Issue Price. In the event
that the aggregate demand from Mutual Funds is greater than 8,822 Equity Shares, allocation was made to Mutual
Funds proportionately, to the extent of the Mutual Fund Portion. The remaining demand by the Mutual Funds
shall, as part of the aggregate demand by QIBs, be available for allocation proportionately out of the remainder
of the Net QIB Portion, after excluding the allocation in the Mutual Fund Portion. However, in the event that the
aggregate demand from Mutual Funds is less than as specified above, the balance Equity Shares available for
allotment in the Mutual Fund Portion was added to the Net QIB Portion and allocated proportionately to the QIB
Bidders (including mutual funds) in proportion to their Bids. Further not less than 29% of the Issue was allocated
on a proportionate basis to Non-Institutional Bidders and not less than 69% of the Issue was allocated on a
proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price.

Subject to valid Bids being received at or above the Issue Price, under-subscription in any category, if any, 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 BRLM and the Designated Stock Exchange, on a proportionate basis. However,
under subscription, if any, in the QIB Portion will not be allowed to be met with spill over from other categories
or a combination of categories.

Bidders are advised to contact the Company Secretary and Compliance Officer and/or the Registrar to the Issue
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 account, non-receipt of funds by electronic mode etc.

In accordance with the SEBI ICDR Regulations, QIBs Bidders Bidding in the QIB Portion and Non-Institutional
Bidders Bidding in the Non-Institutional Portion are not allowed to withdraw or lower the size of their Bids (in
terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders can revise
their Bids during the Bid/ Issue Period and/or withdraw their Bids until the Bid/Issue Closing Date. Further,
allocation to QIBs in the QIB Portion was on a proportionate basis. By submitting a Bid, each Bidder will be
deemed to have acknowledged the above restrictions and the terms of the Issue. For further details, refer to the
section titled “Issue Structure” and “Issue Procedure” on pages 298 and 301 respectively, of this Prospectus.

Our Company will comply with the SEBI ICDR Regulations and any other ancillary directions issued by SEBI
for the Issue. Our Company has appointed the BRLMs to manage the Issue and procure Bids for the Issue.

The process of Book Building under the SEBI (ICDR) Regulations is subject to change from time to time
and the investors are advised to make their own judgment about investment through this process prior to
making a Bid or application in the Issue.

Notwithstanding the foregoing, Bidders should note that this Issue is also subject to obtaining (i) the final approval
of the RoC after the Prospectus is filed with the RoC; and (ii) final listing and trading approvals of the Stock
Exchanges, which our Company shall apply for after Allotment.

For further details on the method and procedure for Bidding, please see section entitled “Issue Procedure” on
page 301 of this Prospectus.

Illustration of Book Building Process and Price Discovery Process (Investors should note that this example is
solely for illustrative purposes and is not specific to the Issue.).

Bidders can bid at any price within the price band. For instance, assume a price band of 220/- to 224/- per equity
share, Issue size of 3,000 equity shares and receipt of five bids from bidders, details of which are shown in the
table below. A graphical representation of the consolidated demand and price would be made available at the
bidding centres during the bidding period. The illustrative book below shows the demand for the equity shares of
the issuer company at various prices and is collated from bids received from various investors.

77
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

Bid Quantity Bid Price(®) ‘Cumulative Bid Quantity Subscription
500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%

 

The price discovery is a function of demand at various prices. The highest price at which the issuer is able to Issue
the desired number of shares is the price at which the book cuts off, i.e., 22/- in the above example. The issuer,
in consultation with the Book Running Lead Manager will finalize the Issue price at or below such cut-off price,
i.e., at or below 222/-. All bids at or above this Issue price and cut-off bids are valid bids and are considered for
allocation in the respective categories.

Steps to be taken by the Bidders for Bidding:
1. Check eligibility for making a bid (refer the section titled “Issue Procedure” on page 301);

2. Ensure that you have an active demat account and the demat account details are correctly mentioned in the
Bid cum- Application Form.

3. Ensure correctness of your PAN, DP ID and Client ID mentioned in the Bid-cum-Application Form. Based on
these parameters, the Registrar to the Issue will obtain the Demographic Details of the Bidders from the
Depositories.

4. Except for Bids on behalf of the Central or State Government and the officials appointed by the courts and by
investors residing in the state of Sikkim, for Bids of all values ensure that you have mentioned your PAN
allotted under the IT Act in the Bid-cum-Application Form. The exemption for the Central or State
Government and the officials appointed by the courts and for investors residing in the State of Sikkim is subject
to the Depository Participants’ verifying the veracity of such claims of the investors by collecting sufficient
documentary evidence in support of their claims. In accordance with the SEBI (ICDR) Regulations, the PAN
would be the sole identification number for participants transacting in the securities market, irrespective of the
amount of the transaction;

5. Ensure that the Bid-cum-Application Form is duly completed as per instructions given in the Red Herring
Prospectus and this Prospectus and in the Bid-cum-Application Form.

6. ASBA Bidders can submit their Bids by submitting Bid-cum-Application Forms, either in physical or
electronic mode, to the SCSB with whom the ASBA Account is maintained or in physical form to the
Designated Intermediaries. ASBA Bidders should ensure that their bank accounts have adequate credit balance
at the time of submission to the SCSB to ensure that their Bid-cum-Application Form is not rejected;

7. Applications through UPI in IPOs can be made only through the SCSBs / mobile applications (apps) whose
name appears on the SEBI website, therefore for RIBs who made applications through intermediaries, the
process of, investor submitting bid cum-application form with any intermediary along with bank account
details and movement of such application forms from intermediaries to Self-Certified Syndicate Banks
(SCSBs) for blocking of funds, will be discontinued.

Underwriting Agreement

After the determination of the Issue Price, but prior to the filing of the Prospectus with this RoC, our Company
will enter into an Underwriting Agreement with the Underwriter for the Equity Shares proposed to be offered
through the Issue. The Underwriting Agreement is dated March 31, 2022. Pursuant to the terms of the
Underwriting Agreement, the obligations of the Underwriter will be several and will be subject to certain

conditions specified therein:

The Underwriter have indicated their intention to underwrite the following number of Equity Share:

78
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

(@ in lakhs)
Name, address, telephone number, Facsimile and Indicative Number of | Amount % of the total Issue
e-mail addresses of the Underwriter Equity Shares to be Underwritten —_ size Underwritten
Underwritten
CORPORATE CAPITALVENTURES — 88,23,320* 5,999.85 100%

PRIVATE LIMITED

B1/E13, First Floor, Mohan Co-operative

Industrial Estate,

Mathura Road Lajpat Nagar — II, New Delhi

110024110044,

Telephone: +91 11 - 41824066;

Facsimile: +91 11 - 41824066

Email: kp@ccvindia.com

Website: www.ccvindia.com

SEBI Registration: INM000012276

Validity: Permanent

Contact Person: Mr. Kulbhushan Parashar
* Subject to finalization of Basis of Allotment.
The above-mentioned is indicative underwriting and will be finalised after determination of Issue Price and Basis
of Allotment and subject to the provisions of the SEBI ICDR Regulations.

 

In the opinion of the Board, the resources of the Underwriter are sufficient to enable them to discharge their
respective underwriting obligations in full. The Underwriter are registered with SEBI under Section 12(1) of the
SEBI Act or registered as brokers with the Stock Exchange(s).

The Board/ IPO Committee, at its meeting held on March 31, 2022, has accepted and entered into the Underwriting
Agreement mentioned above on behalf of our Company. Allocation among the Underwriter may not necessarily
be in proportion to their underwriting commitment.

Notwithstanding the above table, the Underwriter shall be responsible for ensuring payment with respect to Equity
Shares allocated to investors procured by them. In the event of any default in payment, the Underwriter, in addition
to other obligations defined in the Underwriting Agreement, will also be required to procure subscribers or
subscribe to Equity Shares to the extent of the defaulted amount in accordance with and subject to the terms of
the Underwriting Agreement.

The remainder of this page has been intentionally left blank

79
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

CAPITAL STRUCTURE

The Equity Share capital of our Company, as on the date of this Prospectus and after giving effect to the Issue is
set forth below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

s. Particulars Amount (in ®Lakhs, except share data)
No. Aggregate value at Aggregate value at
nominal value Issue Price
A. Authorised Share Capital
4,00,00,000 Equity Shares of face value of = 10 each 4000.00.
B. Issued, Subscribed and Paid-Up Share Capital before
the Issue
2,49,86,300 Equity Shares of face value of = 10 each 2,498.63
Cc. Present Issue in terms of this Prospectus
Public Issue of 88,23,320* equity shares = 10 each at a 882.33 5,999.85
Price of %68/- per Equity Share)
Of which
QIB Portion of not more than 1,76,440 Equity Shares 17.64 119.98
Non-Institutional Portion of not less than 25,58,600 Equity 255.86 1,739.85
Share
Retail Portion of not less than 60,88,280 Equity Share 608.83 4,140.03
D. Issued, Subscribed and Paid-up Share Capital after the
Issue
Issued, Subscribed and Paid-up Equity Shares of face value 3,380.96
%10 each
E. Securities Premium Account
Before the Issue 129.25
After the Issue 5,246.78

 

* Subject to finalization of Basis of Allotment. The Issue Price is %68 per Equity Share.
The present Issue has been authorised by the Board of Directors vide a resolution passed at its meeting held on July 7, 2021,
and by the shareholders of our Company vide a special resolution passed pursuant to section 62(1)(c) of the Companies Act,
2013 at the EGM held on July 7, 2021.

Classes of Shares

Our Company has only one class of share capital i.e. Equity Shares of face value of %10/- each only. All the issued
Equity Shares are fully paid-up. Our Company has no outstanding convertible instruments as on the date of the
Red Herring Prospectus and this Prospectus.

Details of changes in Authorized Share Capital of our Company since incorporation

The i

 

itial authorised capital of our Company was %1,00,000 consisting of 10,000 Equity Shares of %10 each.
Further, the authorised share capital of our Company has been altered in the manner set forth below:

 

 

 

 

 

 

 

Date of Sharcholder’s Particulars of Change AGM/EG
Meeting From To M

February 25, 1989 %1,00,000 consisting of 10,000 Equity © 3,00,000 consisting of 30,000 EGM
Shares of € 10 each Equity Shares of 10 each

March 06, 1992 %3,00,000 consisting of 30,000 Equity © 5,00,000 consisting of 50,000 EGM
Shares of € 10 each Equity Shares of € 10 each

March 01, 1996 %5,00,000 consisting of 50,000 Equity 10,00,000 consisting of 1,00,000 EGM
Shares of € 10 each Equity Shares of 10 each

March 22, 1999 % 10,00,000 consisting of 1,00,000 Equity % 30,00,000 consisting of 3,00,000 EGM
Shares of € 10 each Equity Shares of € 10 each

September 21, 2001 % 30,00,000 consisting of 3,00,000 Equity © 50,00,000 consisting of 5,00,000 AGM
Shares of € 10 each Equity Shares of € 10 each

 

80
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

Date of Sharcholder’s Particulars of Change AGMEG
Meeting From To M
December 26, 2005 %50,00,000 consisting of 5,00,000 Equity % 2,00,00,000 consisting of 20,00,000 EGM
Shares of € 10 each Equity Shares of 10 each
May 25, 2006 % 2,00,00,000 consisting of 20,00,000 % 10,00,00,000 consisting of EGM
Equity Shares of € 10 each 1,00,00,000 Equity Shares of 10
each
November 3, 2008 % 10,00,00,000 consisting of 1,00,00,000 _% 25,00,00,000 consisting of EGM
Equity Shares of € 10 each 2,50,00,000 Equity Shares of & 10
each
July 7, 2021 % 25,00,00,000 consisting of 2,50,00,000 © 40,00,00,000 consisting of EGM
Equity Shares of € 10 each 4,00,00,000 Equity Shares of & 10
each

 

NOTES TO CAPITAL STRUCTURE

1. History of Share capital of our Company

The following table sets forth details of the history of paid-up Equity Share capital of our Company:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date of No. of Face Issue Nature of ‘Nature of Cumulative Cumulative
Allotment Equity value Price —_ consideration Allotment number of _ paid-up Capital
Shares @®  @®& EquityShares _(®)
On 20 10 10 Cash Subscription to 20 20
Incorporation” Memorandum of
Association)
March 31, 19,930 10 10 Cash Preferential 19,950 1,99,500
1989 Allotment®)
November 25, 6,000. 10 10 Cash Preferential 25,950 2,59,500
1991 Allotment)
March 31, 25,950.10 NIL Consideration Bonus Issue® 51,900 5,19,000
1997" other than cash
March 31, 48,000 10 TO Cash Preferential 99,900 9,99,000
1999 Allotment
August 31, 50,100 10 10 Cash Preferential 7,50,000 15,00,000
2000 Allotment®
February 24, 38,500. 10 100 Gash Preferential 7, 88,500 18,85,000
2002 Allotment
February 20, 95,000 10 20 Gash Preferential 2,83,500 28,35,000
2004 Allotment®
March 31, —4,25,250.~—*10 10 Consideration Bonus Issue 7,08,750 70,87,500
2006 other than cash
June 30, 2006 2,95,800 10 30 Cash Preferential 10,04,550 1,00,45,500
Allotment”
November 04, 1,74,100 10 50 Gash Preferential 11,78,650 1,17,86,500
2006 Allotment®)
February 8, 23,57,300. 10 NIL Consideration Bonus Issue 35,35,950 3,53,59,500
2008 other than cash
March 31, —-3,75,000~—~*10 40 Cash Preferential 39, 10,950 3,91,09,500
2008 Allotment“)
December 19, 39,10,950. 10 NIL Consideration Bonus Issue“ 78,21,900 7,82, 19,000
2008 other than cash
February 27,  14,40,000 10 50 Gash Preferential 92,61,900 9,26, 19,000
2009 Allotment“)
March 25, —-92,61,900 10 NIL Consideration Bonus Issue 7,85,23,800 _18,52,38,000

2011

other than cash

 

81
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

Date of No. of Face Issue ‘Nature of Nature of Cumulative Cumulative
Allotment Equity value Price —_ consideration Allotment number of _ paid -up Capital
Shares ® ®& EquityShares _(&)
March 28, —-64,62,500 ‘10 12 Cash Preferential 2,49,86,300 24,98,63,000
2014 Allotment”)

 

*Date of incorporation of our Company is March 9, 1988.

*we

have placed reliance on the disclosures made in the register of share allotments and the register of members, to ascertain the details of

the issue of Equity Shares and the nature of allotment since Form 2 for the relevant allotment is not present in the records of the Company

and

is not found in the records of the Ministry of Corporate Affairs portal, as certified by Ms. Chandni Maheshwari, Company Secretary in

Practice, in her search report dated August 25, 2021. For further information, please refer to Risk Factor No.22 -Certain records and
regulatory filings of our Company are not traceable under chapter titled ‘Risk Factors on page 21 of the Prospectus

Notes

1.

10.

11.

12.

13.

Subscription of to the MOA for the total of 20 Equity Shares by Mukesh Khemuka (10 Equity Shares) and Ajay Roy Chowdhury (10
Equity Shares)

Preferential allotment of a total of 19,930 Equity Shares to Mukesh Kumar Khemuka (2,990 Equity Shares), Madan Mohan Khemuka
(3,100 Equity Shares), Ajay Roy Chowdhury (90 Equity Shares), M.M. Khemuka as Karta of M.M. Khemuka & Sons HUF (2,000 Equity
Shares), Sumitra Devi Khemuka (6,000 Equity Shares), Rakesh Kumar Khemuka (1,000 Equity Shares), Seema Agarwal (1,000 Equity
Shares), Hema Rani Saraf (1,250 Equity Shares), Kumar Gaurav Saraf (1,250 Equity Shares), Priyanka Saraf (1,250 Equity Shares)

Preferential allotment of a total of 6,000 Equity Shares to Sumitra Devi Khemuka (4,000 Equity Shares) and Bishwanath Pacheriwala
(2,000 Equity Shares)

Bonus Issue of a total of 25,950 Equity Shares in the ratio of 01 Equity Share for every 01 Equity Share held to Mukesh Khemuka (3,000
Equity Shares), Seema Agarwal (1,000 Equity Shares), Rakesh Khemka (4,850 Equity Shares), Madan Mohan Khemuka (3,100 Equity
Shares), M.M. Khemuka as Karta of M.M. Khemuka & Sons HUF (2,000 Equity Shares), Sumitra Devi Khemuka (10,000 Equity Shares)
and Bishwanath Pacheriwala (2,000 Equity Shares)

Preferential allotment of a total of 48,000 Equity Shares to Vishal Gupta (6,000 Equity Shares), Mukesh Khemuka (5,000 Equity
Shares), M.M. Khemuka as Karta of M.M. Khemuka & Sons (HUF) (16,000 Equity Shares), Smt S. D Khemuka (15,000 Equity Shares),
Madhu Gupta (6,000 Equity Shares).

Preferential allotment of a total of 50,100 Equity Shares to Madan Mohan Khemuka (10,000 Equity Shares), Rachana Khemuka (20,000
Equity Shares), Mukesh Khemuka (10,100 Equity Shares) and Rakesh Khemka (10,000 Equity Shares).

Preferential allotment of a total of 38,500 Equity Shares to Moonlight Castings Co Pvt. Limited (6,000 Equity Shares), Chanda Cast
Iron Industries (P) Ltd (2,000 Equity Shares), Kavery Trading & Holding Pvt. Limited (2,000 Equity Shares), Vikrant Construction
Pvt. Limited (6,500 Equity Shares), Angels India (P) Lid. (4,000 Equity Shares), Drake Commercials Pvt. Limited (4,000 Equity Shares),
Chaturang Commercials Pvt. Limited (4,000 Equity Shares), Kumbh Commercials Pvt. Limited (4,000 Equity Shares), Sidlaw
Commercials Pvt Limited (2,000 Equity Shares), Oven Commercials Pvt. Limited (2,000 Equity Shares) and Pushker Trading &
Holding (P) Ltd (2,000 Equity Shares).

Preferential allotment of a total of 95,000 Equity Shares to Eastern Spinners Lid. (25,000 Equity Shares), Eastern Synthetics Pvt. Ltd.
(30,000 Equity Shares), Drake Commercials Pvt. Ltd. (15,000 Equity Shares) and Liberal Spinners Limited (25,000 Equity Shares).

Bonus Issue of a total of 4,25,250 Equity Shares in the ratio of 03 Equity Shares for every 02 Equity Shares held to Mukesh Khemuka
(64,150 Equity Shares), Seema Agarwal (3,000 Equity Shares), Rakesh Khemka (52,050 Equity Shares), Madan Mohan Khemuka
(24,300 Equity Shares), M.M. Khemuka as Karta of M.M. Khemuka & Sons HUF (1,26,000 Equity Shares), Sumitra Devi Khemuka
(2,500 Equity Shares), Bishwanath Pacheriwala (6,000 Equity Shares), Vishal Gupta (9,000 Equity Shares), Madhu Gupta (9,000
Equity Shares), Rachna Khemka (30,000 Equity Shares), Shweta Khemka (35,250 Equity Shares) and Sharda Devi Agarwal (24,000
Equity Shares).

Preferential allotment of a total of 2,95,800 Equity Shares to Chanda Cast Iron Industries Pvt. Ltd. (66,500 Equity Shares), Liberal
Spinners Limited (66,500 Equity Shares), Bhomiya Merchants Pvt. Ltd. (66,500 Equity Shares), Vikrant Construction Pvt. Ltd. (50,000
Equity Shares), Pacheriwala Finvest Pvt. Ltd, (22,400 Equity Shares), Madhu Gupta (5,000 Equity Shares), Sumitra Devi Khemuka
(1,400 Equity Shares) and Jai Bhola Trading Co. Pvt. Ltd. (17,500 Equity Shares).

Preferential allotment of a total of 1,74,100 Equity Shares to Alex Polymers Pvt. Ltd. (10,000 Equity Shares), JPS Enterprises Pvt. Ltd.
(10,000 Equity Shares), Liberal Spinners Limited (70,000 Equity Shares), Oven Commercial Pvt. Ltd. (50,000 Equity Shares), Kavery
Trading & Holding Pvt. Ltd. (20,100 Equity Shares), Kumbh Commercial Pvt. Ltd. (10,000 Equity Shares) and Raj Kumar Agarwal
(4,000 Equity Shares).

Bonus Issue of a total of 23,57,300 in the ratio of 02 Equity Shares for every 01 Equity Share held to Mukesh Khemuka (2,82,000 Equity
Shares), Seema Agarwal (10,000 Equity Shares), Rakesh Khemka (2,95,000 Equity Shares), Sumitra Devi Khemuka (1,77,800 Equity
Shares), M.M. Khemuka as Karta of M.M. Khemuka & Sons (HUF)(4,20,000 Equity Shares), M.M. Khemuka (81,000 Equity Shares),
Vishal Gupta (30,000 Equity Shares), Madhu Gupta (40,000 Equity Shares), Rachana Khemka (2,41,700 Equity Shares), Sweta Khemka
(2,59,000 Equity Shares), Sarda Devi Agarwal (80,000 Equity Shares), Raj Kumar Agarwal (8,000 Equity Shares), Suman Devi
Agarwal (1,00,000 Equity Shares), Sri Shrawan Agarwal (42,000 Equity Shares) and Primerose Dealers (P) Ltd. (2,90,800 Equity
Shares).

Preferential allotment of a total of 3,75,000 Equity Shares to Primerose Dealers (P) Ltd. (3,62,500 Equity Shares) and Basukinath
Vanijya (P) Ltd .(12,500 Equity Shares).

82
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

14, Bonus Issue of a total of 39,10,950 in the ratio of 01 Equity Share for every 01 Equity Shares held to Mukesh Khemuka (5,66,100 Equity
Shares), Seema Agarwal (15,000 Equity Shares), Rakesh Khemka (5,85,600 Equity Shares), Sumitra Devi Khemuka (2,66,700 Equity
Shares), M.M. Khemuka as Karta of M.M. Khemuka & Sons (HUF) (6,80,000 Equity Shares), M.M. Khemuka (1,21,500 Equity Shares),
Vishal Gupta (45,000 Equity Shares), Madhu Gupta (60,000 Equity Shares), Rachana Khemka (3,62,550 Equity Shares), Sweta Khemka
(8,88,500 Equity Shares), Sharda Devi Agarwal (1,20,000 Equity Shares), Raj Kumar Agarwal Smt (12,000 Equity Shares), Suman
Devi Agarwal (1,50,000 Equity Shares), Sri Shrawan Agarwal (63,000 Equity Shares), Mukesh Kumar Khemuka as Karta of Mukesh
Kumar Khemuka (HUF) (50,000 Equity Shares), Rakesh Kumar Khemka as Karta of Rakesh Kumar Khemka (HUF) (50,000 Equity
Shares), Primerose Dealers (P) Ltd. (3,62,500 Equity Shares) and Basukinath Vanijya (P) Ltd. (12,500 Equity Shares)

15. Preferential allotment of a total of 14,40,000 Equity Shares to Alex Polymers Pvt Ltd (40,000 Equity Shares), Bhomiya Merchants (P)
Ltd. (60,000 Equity Shares), Castle Vinimay Pvt. Ltd. (50,000 Equity Shares), Drake Commercials (P) Ltd. (40,000 Equity Shares),
Eastern Synthetics (P) Ltd. (60,000 Equity Shares), Everlike Distributors (P) Ltd. (20,000 Equity Shares), Fantom Commercial Pvt.
Ltd. (1,20,000 Equity Shares), Gajanand Vincom Pvt. Ltd. (40,000 Equity Shares), Galaxy Dealcom Pvt. Ltd. (60,000 Equity Shares),
Gurukul Commercial Pvt Ltd (1,10,000 Equity Shares), Himadri Sales Pvt. Ltd. (70,000 Equity Shares), JPS Enterprises Pvt. Ltd.
(20,000 Equity Shares), Liberal Spinners Limited (90,000 Equity Shares), Munivar Traders Pvt Ltd (40,000 Equity Shares), Paras
Vyapaar Sansthan Pvt. Ltd. (20,000 Equity Shares), Raceway Good (P) Ltd (50,000 Equity Shares), Response Vyapar Pvt Ltd (30,000
Equity Shares), Royal Tracom Pvt, Ltd. (10,000 Equity Shares), Sachet Vyapaar Pvt Ltd (60,000 Equity Shares), Sakamban Impex Pvt.
Ltd. (30,000 Equity Shares), Shree Vishnu Print-O-Mart Pvt. Ltd. (50,000 Equity Shares), Software Wizards Limited (80,000 Equity
Shares), S.T. Developers Co. Pvt. Ltd. (10,000 Equity Shares), Sursadhana Sales Pvt. Ltd (1,60,000 Equity Shares), Survi Suppliers
Pvt. Ltd. (10,000 Equity Shares), Tayal Vinimay Pvt. Ltd. (30,000 Equity Shares), Umang Vinimay Pvt. Ltd. (20,000 Equity Shares),
Vedik Agencies (P) Ltd. (20,000 Equity Shares) and Zigma Goods Pvt. Ltd. (40,000 Equity Shares)

16. Bonus Issue of a total of 92,61,900 in the ratio of 01 Equity Share for every 01 Equity Shares held to Mukesh Khemuka (11,32,200
Equity Shares), Seema Agarwal (30,000 Equity Shares), Rakesh Khemka (11,71,200 Equity Shares), Sumitra Devi Khemuka (5,33,400
Equity Shares), M.M. Khemuka as Karta of M.M. Khemuka & Sons (HUF) (13,60,000 Equity Shares), M.M. Khemuka (2,43,000 Equity
Shares), Vishal Gupta (90,000 Equity Shares), Madhu Gupta (1,20,000 Equity Shares), Rachana Khemka (7,25,100 Equity Shares),
Sweta Khemka (7,77,000 Equity Shares), Sarda Devi Agarwal (2,40,000 Equity Shares), Raj Kumar Agarwal (24,000 Equity Shares),
Suman Devi Agarwal (3,00,000 Equity Shares), Shrawan Agarwal (1,26,000 Equity Shares), Mukesh Kumar Khemuka as Karta of
Mukesh Kumar Khemuka (HUF) (1,00,000 Equity Shares), Rakesh Kumar Khemka as Karta of Rakesh Kumar Khemka (HUF)
(1,00,000 Equity Shares), Primerose Dealers (P) Ltd (17,15,000 Equity Shares), Basukinath Vanijya (P) Ltd (25,000 Equity Shares),
Uma Agro Exports (P) Ltd (3,10,000 Equity Shares) and Uma Nirayaat (P) Ltd (1,40,000 Equity Shares).

17. Preferential allotment of a total of 64,62,500 Equity Shares to Madan Mohan Khemuka (9,27,500 Equity Shares), Madan Mohan
Khemuka as Karta of M.M. Khemuka & Sons (HUF) (1,00,000 Equity Shares), Mukesh Khemuka (5,70,000 Equity Shares), Mukesh
Kumar Khemuka as Karta of Mukesh Kumar Khemuka (HUF) (7,33,250 Equity Shares), Rachana Khemuka (8,32,500 Equity Shares),
Rakesh Kumar Khemka as Karta of Rakesh Kumar Khemka (HUF) (7,58,000 Equity Shares), Sumitra Devi Khemuka (15,10,000 Equity
Shares) and Sweta Khemka (10,31,250 Equity Shares).

2. Preference Share capital history of our Company

Our Company does not have any preference share capital as on the date of the Red Herring Prospectus and
this Prospectus.

3. Issue of equity shares for consideration other than cash or out of revaluation reserves and through
Bonus Issue:

Except as set out below we have not issued Equity Shares for consideration other than cash:

 

 

Date of Number of Face —_ Issue Nature of allotment Benefit Source out
allotment Equity value Price accrued to of which
Shares (2) our Bonus
allotted Company Shares
Issued
March 31, 25,950 10 - Bonus issue in the ratio of 1:1 - Bonus Issued
1997 authorised by our Board, pursuant to a out of
resolution passed at its meeting held on General
March 31, 1997 and by our Reserves

Shareholders pursuant to a resolution
passed at the EGM held on March 30,

 

1997.

March 31, 4,25,250 10 Bonus issue in the ratio of 3:2 = Bonus Issued

2006 authorised by our Board, pursuant to a out of
resolution passed at its meeting held on General
March 31, 2008 and by our Reserves

Shareholders pursuant to a resolution
passed at the EGM held on March 30,

 

2008.
February8, _23,57,300 10 Bonus issue in the ratio of 2:1 = Bonus Issued
2008 authorised by our Board, pursuant to a out of

 

83
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

 

 

 

 

Date of Number of Face —_ Issue Nature of allotment Benefit Source out
allotment Equity value Price accrued to of which
Shares (2) our Bonus
allotted Company Shares
Issued
resolution passed at its meeting held on General
February 1, 2008 and by our Reserves
Shareholders pursuant to a resolution
passed at the EGM held on February 1,
2008.
December 39,10,950 10 - Bonus issue in the ratio of 1:1 - Bonus Issued
19, 2008 authorised by our Board, pursuant to a out of
resolution passed at its meeting held on General
December 19, 2008 and by our Reserves
Shareholders pursuant to a resolution
passed at the EGM held on December
18, 2008.
March 25, 92,61,900 10 - Bonus issue in the ratio of 1:1 - Bonus Issued
2011 authorised by our Board, pursuant to a out of
resolution passed at its meeting held on General
March 25, 2011 and by our Reserves

Shareholders pursuant to a resolution
passed at the EGM held on March 24,
2011.

 

For the list of allottees see notes (4, 9, 12, 14 and 16) of paragraph titled “History of Share capital of our Company” mentioned

above.

e As of date of the Red Herring Prospectus and this Prospectus, our Company has not undertaken a bonus
issue by capitalizing its revaluation reserves.

4. Our Company has not allotted any Equity Shares pursuant to any scheme approved under sections 391-394
of the Companies Act, 1956 and/or sections 230-232 of the Companies Act, 2013.

5. Our Company has not issued any Equity Shares under any employee stock option scheme or employee stock
purchase scheme.

6. Our Company has not issued any Equity Shares at a price lower than the Issue price during a period of one

(1) year preceeding the date of the Red Herring Prospectus and this Prospectus.

84
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

Sr.No. | Name of the Shareholders No. of Equity % of Pre-Issue Equity Share

Shares Capital

6.__ | Madan Mohan Khemuka 14,13,500 5.66%

7. | Rakesh Kumar Khemka as Karta of Rakesh 18,91,250 7.57%
Kumar Khemka (HUF)

8.__| Uma Agro Exports Private Limited 6,20,000 2.48%

9.__ | Agrocomm Trading Company Private Limited 2,80,000 1.12%

Total 2,44,56,300 97.89%

 

 

 

 

b) None of the shareholders of our Company holding 1% or more of the paid-up capital of the Company as on
the date of the filing of the Prospectus are entitled to any Equity Shares upon exercise of warrant, option or

°)

qd)

right to convert a debenture, loan or other instrument.

Particulars of the shareholders holding 1% or more of the paid-up equity share capital of our Company and
the number of shares held by them two (2) years prior to filing of this Prospectus:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. | Name of the Shareholders No. of Equity % of Pre-Issue Equity Share
No. Shares Capital
1.| Rakesh Khemka 51,53,100 20.62%
2. | Sweta Khemka 34,37,250 13.76%
3. | Primerose Dealers Private Limited 34,30,000 13.73%
4.| Mukesh Khemuka 28,34,400 11.34%
5.) Madan Mohan Khemuka as Karta of Madan 28,20,000 11.29%
Mohan Khemuka & Sons (HUF)
6.| Sumitra Devi Khemuka 25,76,800 10.31%
7.| Madan Mohan Khemuka 14,13,500 5.66%
8.| Rakesh Kumar Khemka as Karta of Rakesh 9,58,000 3.83%
Kumar Khemka (HUF)
9.| Mukesh Kumar Khemuka as Karta of Mukesh 9,33,250 3.74%
Kumar Khemuka (HUF)
10, Uma Agro Exports Private Limited 6,20,000 2.48%
1i| Agrocomm Trading Company Private Limited 2,80,000 1.12%
Total 2,44,56,300 97.89%

 

 

 

Particulars of the shareholders holding 1% or more of the paid-up equity share capital of our Company and
the number of shares held by them one (1) year from the date of filing of this Prospectus:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. | Name of the Shareholders No. of Equity | % of Pre-Issue Equity Share
No. Shares Capital
1._| Rakesh Khemka 51,53,100 20.62%
2. __| Sweta Khemka 34,37,250 13.76%
3.__ | Primerose Dealers Private Limited 34,30,000 13.73%
4,_| Mukesh Khemuka 28,34,400 11.34%
5. | Madan Mohan Khemuka as Karta of Madan 28,20,000 11.29%
Mohan Khemuka & Sons (HUF)
6.__| Sumitra Devi Khemuka 25,76,800 10.31%
7.__| Madan Mohan Khemuka 14,13,500 5.66%
8. | Rakesh Kumar Khemka as Karta of Rakesh 9,58,000 3.83%
Kumar Khemka (HUF)
9. | Mukesh Kumar Khemuka as Karta of Mukesh 9,33,250 3.74%
Kumar Khemuka (HUF)
10. _| Uma Agro Exports Private Limited 6,20,000 2.48%
11. _[ Agrocomm Trading Company Private Limited 2,80,000 1.12%
Total 2,44,56,300 97.89%

 

 

 

 

86
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

7. Shareholding Pattern of our Company

The table below represents the shareholding pattern of our Company as on the date of this Prospectus:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cate Gatego No.of No. No. Noof Total Shareh __Numberof VotingRights No.of Sharh No.of __Numberof No.of
gory ryof Sharh of_~—of,_—share--No.of_—_olding held in each class of Share olding locked-in. Equity Equity
(Shareholders. fully, | Pars) shares, asa % ‘securities (IX) s  asa% Equity Shares Shares
older (l1).—paid- tly under held of total under assumi_Shares(X_— pledged or held in
ay up pai lying (VI1)_—_—no.of lying ng full 1) otherwise demate
Equit d- depos =(IV)* Equity outsta. conver encumbere rialized
y up tory (V)+_—— Shares nding sion of AKI) formex
Shar Eq —recel_ (VI) (calcul “Glass___‘Total ‘Tota conve conver "NAs_No Asa IV)
es uit, pts ated as (Equit lasartible —tible =, 0a) %
held oy (VD. per ) %of securisecuriti ( % of
avy Sh SCRR) (ar s 6s a of ‘ota
are (vu, Bec lu No.(a) tot 1
s Asa% ) ding al sha
hel of warra sha res
a (ase nts) res held
” 2) hel ©)
d
w
(A Promo 10 2451 > 2451 98.12 2451 245,1 981 - 12 - 245,16
ters 6,300 6,300 6300 6300 2 300
and
Promo
ter
Group
@®) Public 3 4700 - 4700 188 4700 4700 188 - 18 O=—~C~—SStC<S SCSOSt 420,00
00 00 00 00 0
© Now - - = = = = = = = = — =
Promo
ter-
Non-
Public
(GD) Shares _- - = = = = = ~ = = - — ~
under!
ying
deposi
tory
receip
1s
(CQ Shares_- = = = = = = = = = oO =
held
byem
ployee
trusts
Tot 2B 2498 - 2,49,8 100 2,49,8 2,498 100 - wo - OO 249,36
al 6,300 6,300 6,300 6,300 300

 

Our Company will file the shareholding pattern of our Company, in the form prescribed under Regulation 31 of the SEBI Listing Regulations, one
(1) day prior to the listing of the Equity shares. The shareholding pattern will be uploaded on the website of Stock Exchanges before commencement
of trading of such Equity Shares.

i. Other details of shareholding of our Company:

a) Particulars of the shareholders holding 1% or more of the paid-up share capital of our Company aggregating
to 97.89% or more of the paid-up share capital and the number of shares held by them as on the date of filing
of this Prospectus:

 

 

 

 

 

 

 

 

 

 

Sr.No. | Name of the Shareholders No. of Equity % of Pre-Issue Equity Share
Shares Capital

1.__| Rakesh Khemka 79,87,500 31.97%
2. __| Sweta Khemka 34,37,250 13.76%
3.__ | Primerose Dealers Private Limited 34,30,000 13.73%
4. | Madan Mohan Khemuka as Karta of Madan 28,20,000 11.29%

Mohan Khemuka & Sons (HUF)
5.__| Sumitra Devi Khemuka 25,76,800 10.31%

 

 

85,
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

e) Particulars of the shareholders holding 1% or more of the paid-up equity share capital of our Company and
the number of shares held by them ten (10) days prior to the date of filing of this Prospectus:

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr.) Name of the Shareholders No. of Equity | % of Pre-Issue Equity Share
No. Shares Capital
1,_| Rakesh Khemka 79,87,500 31.97%
2. __| Sweta Khemka 34,37,250 13.76%
3.__ | Primerose Dealers Private Limited 34,30,000 13.73%
4. | Madan Mohan Khemuka as Karta of Madan 28,20,000 11.29%
Mohan Khemuka & Sons (HUE)
5.__| Sumitra Devi Khemuka 25,76,800 10.31%
6._ | Madan Mohan Khemuka 14,13,500 5.66%
7. | Rakesh Kumar Khemka as Karta of Rakesh 18,91,250 7.57%
Kumar Khemka (HUF)
8.__| Uma Agro Exports Private Limited 6,20,000 2.48%
9.__| Agrocomm Trading Company Private Limited 2,80,000 1.12%
Total 2,44,56,300 97.89%

 

 

 

 

f) Our Company has not made any initial public offer of its Equity Shares or any convertible securities during
the preceding two (2) years from the date of this Prospectus.

8. Our Company does not have any intention or proposal to alter its capital structure within a period of six (6) months
from the date of opening of the Issue by way of split/ consolidation of the denomination of Equity Shares or further
issue of Equity Shares whether preferential or bonus, rights or further public issue basis. However, our Company
may further issue Equity Shares (including issue of securities convertible into Equity Shares) whether preferential
or otherwise after the date of the opening of the Issue to finance an acquisition, merger or joint venture or for
regulatory compliance or such other scheme of arrangement or any other purpose as the Board may deem fit, if an
opportunity of such nature is determined by its Board of Directors to be in the interest of our Company.

9. Details of Build-up of our Promoter’s shareholding:
As on the date of this Prospectus, the Promoters of our Company, holds 1,05,64,300 Equity Shares, equivalent to
42.28% of the issued, subscribed and paid-up Equity Share capital of our Company and none of the Equity Shares

held by the Promoters are subject to any pledge.

Set forth below are the details of the build — up of our Promoters’ shareholding in our Company since
incorporation:

87
¢ Rakesh Khemka:

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date of Nature of transaction Numbe | Face | Issue Nature of Cumulativ % of %
Allotment / rof | valu | / consideration | enumber | pre | of
transfer and Equity | e | trans | (cash/other than | ofEquity | issue | post

Date when Shares | per | fer cash) Shares | capital | issue
made fully Equi capi
paid-up ty tal
Shar | price
e(in | per
2 | Equit
y
Shar
e
(ind
March 31, Preferential Allotment 1,000 10 10 Cash 1,000 0.00
1989 0.00
December 15, Transfer from Kumar Gaurav 1250 10 10 Cash 2,250 0.01
1995 Saraf 0.01
December 15, Transfer from Ajay Roy 100 10 10 Cash 2,350 0.01
1995 Chowdhary 0.01
December 15, Transfer from Hema Rani Saraf 1,250 10 10 Cash 3,600 0.01
1995 0.01
December 15, Transfer from Priyanka Saraf 1,250 10 10 Cash 4,850 0.02
1995 0.01
March 31, _ Bonus Issue in the ratio of 1:1 4850 10 0 Consideration 9,700 0.04
1997 other than cash 0.03
‘August 31, Preferential Allotment 10,000 10 10 Cash 19,700 0.08
2000 0.06
January 31, Transfer from Eastern Synthetics 15,000 10 10 Cash 34,700 0.14
2006 Pvt Ltd 0.10
March 31, Bonus Issue inthe ratioof 3:2 52,050. 10 0 Consideration 86,750 0.35
2006 other than cash 0.26
‘April 28, 2007 Transfer from Biswanath 10,000 10 0 Gift 96,750 0.39
Pacheriwal 0.29
December 06, Transfer from Uma Udyog 50,750 10 10 Cash 1,47,500 0.59
2007 0.44
February 01, Bonus Issue inthe ratioof 21 2,950 10 0 Consideration 4,42,500 1.77
2008 00 other than cash 131
November 15, Transfer from Primerose Dealers 143,110 14 Cash 5,85,600 2.34
2008 Pvt Ltd 00 1.73
December 19, Bonus Issue intheratioof 1 5,856. 10 0 Consideration  11,71,200 4.69
2008 00 other than cash 3.46
March 25, Bonuslssueintheratioof11 11,71, 10 0 Consideration  23,42,400 9.37
2011 200 other than cash 6.93
January 30, Gift from Rachana Khemuka 22,82, 10 0 Gift 46,25,100 18.51
2018 700 13.6
8
March 26, Gift from Sarda Devi Agarwal 4,800 10 0 Gift 51,05,100 20.43
2018 00 15.1
0
March 26, Gift from Raj Kumar Agarwal 48,000.10 ~——O. Gift 51,53,100 20.62
2018 15.2
4
June 23, 2021 Gift from Mukesh Khemuka 28,34, 10 0 Gift 79,87,500 31.97
400 23.6
2

 

88
¢  Sumitra Devi Khemuka

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date of Allotment/ | Nature of Number | Face | Issue/ | Nature ofconsideration | cumulative | % of | % of
transfer and Date _| transaction of Equity | value | transfer | (cash/other thancash) | fEquity | pre post
when made fully Shares per Shares issue | issue

paid-up Equity capital | capital
Share | price
(in® | per
Equity
Share
(ind)
March 31, 1989 Preferential 6,000 10 10 Cash 6,000 0.02
Allotment 0.02
November 25, 1991 Preferential 4,000 10 10 Cash 10,000 0.04
Allotment 0.03
March 31, 1997 Bonus Issue in 10,000 10 - Consideration other 20,000 0.08
the ratio of 1:1 than cash 0.06
March 31, 1999 Preferential 15,000 10 10 Cash 35,000 0.14
Allotment 0.10
March 31, 2006 Bonus Issue in 52,500 10 - Consideration other 87,500 0.35
the ratio of 3:2 than cash 0.26
June 30, 2006 Preferential 1,400 10 30 Cash 88,900 0.36
Allotment 0.26
February 01,2008 Bonus Issuein _1,77,800 10 = Consideration other 2,66,700 1.07
the ratio of 2:1 than cash 0.79
December 19, 2008 — Bonus Issue in 2,66,700 10 - Consideration other 5,33,400 2.13
the ratio of 1:1 than cash 1.58
March 25, 2011 Bonus Issuein _5,33,400. ‘10 = Consideration other 10,66,800 4.27
the ratio of 1:1 than cash 3.16
March 28, 2014 Preferential 15,10,000 10 12 Cash 25,76,800 10.31
Allotment 7.62

 

10. As on the date of the Prospectus, the Company has 13 (thirteen) members/ shareholders.

11. The details of the Shareholding of the members of the Promoter Group as on the date of this Prospectus are set
forth in the table below:

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. Name of the Shareholders Pre-Issue Post- Issue
No. Number of % of total Number of % of total
Equity Shares shareholding Equity Shares _shareholding*
1. Rakesh Khemka 79,87,500 31.97% 79,87,500 23.62
2.____ Sweta Khemka 34,37,250 13.76% 34,37,250 10.17
3. Madan Mohan Khemuka 14,13,500 5.66% 14,13,500 4.18
4,___ Sumitra Devi Khemuka 25,76,800 10.31% 25,76,800 7.62
5.__ Seema Agarwal 60,000 0.24% 60,000 0.18
6. Rakesh Kumar Khemka as Karta of Rakesh 18,91,250 757% 18,91,250 5.59
Kumar Khemka (HUF)
7.___ Agrocomm Trading Company Private Limited 2,80,000 1.12% 2,80,000 0.83
8.___ Uma Agro Exports Private Limited 6,20,000 2.48% 6,20,000 1.83
9. __ Primerose Dealers Private Limited 34,30,000 13.73% 34,30,000 10.15
10. Madan Mohan Khemuka as Karta of Madan 28,20,000 11.29% 28,20,000 8.34
Mohan Khemuka & Sons (HUF)
Total 2,45,16,300 98.13 2,45,16,300 72.51

 

* Subject to finalization of Basis of Allotment. The Issue Price is %68 per Equity Share.

89
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

12. None of the members of our Promoter Group, directors of our Promoter, our Directors or their relatives have
purchased or sold any securities of our Company during the period of six (6) months immediately preceding the
date of filing of this Prospectus with SEBI:

13. There are no financing arrangements wherein the Promoters, Promoter Group, the Directors of our Company and
their relatives, have financed the purchase by any other person of securities of our Company other than in the
normal course of the business of the financing entity during the period of six (06) months immediately preceding
the date of filing of this Prospectus.

14. Details of Promoters’ contribution locked in for eighteen months.

Pursuant to Regulation 14 and 16 of the SEBI (ICDR) Regulations as amended by the SEBI notification no.
SEBI/LAD-NRO/GN/2021/45 dated August 13, 2021, an aggregate of 20.00% of the fully diluted post-Issue
capital of our Company held by the Promoters shall be locked in for a period of eighteen (18) months from the
date of Allotment (“Minimum Promoters’ Contribution”), and the Promoters’ shareholding in excess of 20%
of the fully diluted post-Issue Equity Share capital shall be locked in for a period of six (6) months from the date
of Allotment.

The lock-in of the Minimum Promoter’s Contribution would be created as per applicable laws and procedures
and details of the same shall also be provided to the Stock exchange before the listing of the Equity Shares.

Following are the details of Minimum Promoter’s Contribution:

 

 

 

 

 

 

 

 

 

 

 

 

Number of Nature of Date of Face Issue/ Nature of % of fully Period
Equity AllotmAent/ Allotment ~—value-— Acquisition consideration diluted of lock-
Shares Transfer andDate (in) Price per (cash/other —_post- Issue in
locked- when made Equity Share than cash) paid-up
in*9@ fully paid-up (in? capital

Rakesh Khemka
1,000 Preferential March 31, Share __price per Cash 0.01 18
Allotment 1989 (in) —_ Equity Share Months
(ind,

1,250 Transfer from December 15, 10 10 Cash 18
Kumar Gaurav 1995 Months

Saraf
100 Transfer from December 15, 10 10 Cash 18
Ajay Roy 1995 Months

Chowdhary
1,250 Transfer from December 15, 10 10 Cash 18
Hema Rani 1995 Months

Saraf
1,250 Transfer from December 15, 10 10 Cash 18
Priyanka Saraf 1995 Months
4,850 Bonus Issue in March 31, 10 10 Consideration 18
the ratio of 1:1 1997 other than cash Months
10,000 Preferential ‘August 31, 10 0 Cash 18
Allotment 2000 Months
15,000 ‘Transfer from January 31, 10 10 Cash 18
Eastern 2006 Months

Synthetics Pvt

Ltd
52,050 Bonus Issue in March 31, 10 10 Consideration 18
the ratio of 3:2 2006 other than cash Months
10,000 Transfer from — April 28, 2007 10 0 Gift 18
Biswanath Months

Pacheriwal

 

90
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of Nature of Date of Face Issue / Nature of % of fully Period
Equity AllotmAent / Allotment value Acquisition consideration diluted of lock-
Shares Transfer and Date (ind Price per (cash/other __post- Issue in
locked- when made Equity Share than cash) paid-up
in*92) fully paid-up (ind) capital

Rakesh Khemka

50,750 ‘Transfer from = December 06, 10 0 Cash 18
Uma Udyog 2007 Months
5,85,600 Bonus Issue in December 19, 10 0 Cash 18
the ratio of 1:1 2008 Months
11,71,200 Bonus Issue in March 25, 10 0 ‘Consideration 18
the ratio of 1:1 2011 other than cash Months
22,82,700 Gift from January 30, 10 0 Consideration 18
Rachana 2018 other than cash Months

Khemuka

TOTAL 41,87,000

Sumitra Devi Khemuka

6,000 Preferential March 31, 10 10 Cash 18
Allotment 1989 Months
4,000 Preferential | November 25, 10 10 Cash 18
Allotment 1991 Months
10,000 Bonus Issue in March 31, 10 - Consideration 18
the ratio of 1:1 1997 other than cash Months
15,000 Preferential March 31, 10 10 Cash 18
Allotment 1999 Months
52,500 Bonus Issue in March 31, 10 - Consideration 18
the ratio of 3:2 2006 other than cash Months
1,400 Preferential — June 30, 2006 10 30 Cash 18
Allotment Months
1,77,800 Bonus Issue in February 01, T0 a ‘Consideration 18
the ratio of 2:1 2008 other than cash Months
2,66,700 Bonus Issuein December 19, 10 z ‘Consideration 18
the ratio of 1:1 2008 other than cash Months
5,33,400 Bonus Issue in March 25, 10 - ‘Consideration 18
the ratio of 1:1 2011 other than cash Months
15,10,000 Preferential March 28, 10 12 Cash 18
Allotment 2014 Months

TOTAL 25,76,800

 

* Subject to finalisation of Basis of Allotment.

For a period of eighteen months from the date of allotment.

all Equity Shares have been fully paid-up at the time of allotment.
All Equity Shares held by our Promoters are in dematerialized form.

For details on the build-up of the Equity Share capital held by our Promoters, see “Details of the Build-up of our
Promoters’ shareholding” on page 87.

The Promoter’s Contribution has been brought to the extent of not less than the specified minimum lot and from
persons defined as ‘promoter’ under the SEBI (ICDR) Regulations.

The Equity Shares that are being locked-in are not, and will not be, ineligible for computation of Promoter’
Contribution under Regulation 15 of the SEBI (ICDR) Regulations. In this computation, as per Regulation 15 of
the SEBI (ICDR) Regulations, our Company confirms that the Equity Shares which are being locked-in do not,
and shall not, consist of:

e Equity Shares acquired during the preceding three years for consideration other than cash and revaluation of
assets or capitalization of intangible assets

e Equity Shares resulting from bonus issue by utilisation of revaluations reserves or unrealised profits of the

91
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Company or from bonus issue against Equity Shares which are otherwise ineligible for minimum promoters’
contribution;

e Equity Shares acquired during the preceding one year, at a price lower than the price at which the Equity
Shares are being offered to the public in the Issue;

« Equity Shares issued to the Promoters upon conversion of a partnership firm;
e Equity Shares held by the Promoters that are subject to any pledge; and

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

Our Company has not been formed by the conversion of a partnership firm into a company in the past one year
and thus, no Equity Shares have been issued to our Promoters upon conversion of a partnership firm in the past
one year. All the Equity Shares held by the Promoters and the members of the Promoter Group are held in
dematerialized form.

In terms of undertaking executed by our Promoter, Equity Shares forming part of Promoter’s Contribution subject
to lock in will not be disposed/ sold/ transferred by our Promoters during the period starting from the date of filing
of this Prospectus till the date of commencement of lock in period as stated in this Prospectus.

Other than the Equity Shares locked-in as Promoter’s Contribution for a period of eighteen months as stated in
the table above, the entire pre-Issue capital of our Company, including the excess of minimum Promoter’
Contribution, as per Regulation 16(1)(b) and 17 of the SEBI (ICDR) Regulations, shall be locked in for a period
of six (6) months from the date of Allotment of Equity Shares in the Issue. Such lock — in of the Equity Shares
would be created as per the bye laws of the Depositories.

Other requirements in respect of ‘lock-in’

In terms of Regulation 22 of the SEBI (ICDR) Regulations, the Equity Shares held by persons other than the
Promoters prior to the Issue may be transferred to any other person holding the Equity Shares which are locked-
in as per Regulation 17 of the SEBI (ICDR) Regulations, subject to continuation of the lock-in in the hands of the
transferees for the remaining period and compliance with the Takeover Code as applicable.

In terms of Regulation 40 of the SEBI (ICDR) Regulations, the Equity Shares held by our Promoters which are
locked in as per the provisions of Regulation 16 (1) of the SEBI (ICDR) Regulations, may be transferred to and
amongst Promoters / members of the Promoter Group or to a new promoter or persons in control of our Company,
subject to continuation of lock-in in the hands of transferees for the remaining period and compliance of Takeover
Code, as applicable.

In terms of Regulation 21(a) of the SEBI (ICDR) Regulations, the locked-in Equity Shares held by our Promoters.
can be pledged only with any scheduled commercial banks or public financial institutions or a systemically
important non-banking finance company or a housing finance company as collateral security for loans granted by
such banks or financial institutions, provided that such loans have been granted for the purpose of financing one
or more of the objects of the Offer and pledge of the Equity Shares is a term of sanction of such loans.

In terms of Regulation 21(b) of the SEBI ICDR Regulations, the Equity Shares held by the Promoters which are
locked-in for a period of one year from the date of allotment may be pledged only with scheduled commercial
banks, public financial institutions, systemically important non-banking finance companies or housing finance
companies as collateral security for loans granted by such entities, provided that such pledge of the Equity Shares
is one of the terms of the sanction of such loans;

An oversubscription to the extent of 10% of the Issue can be retained for the purposes of rounding off to the
nearer multiple of minimum allotment lot, while finalizing the Basis of Allotment. Consequently, the actual

92
15.

16.

17.

18.

19.

20.

21.

22.

23.

24.

25.

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

allotment may go up by a maximum of 10% of the 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 Promoters 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 for eighteen (18) months.

The Equity Shares held by persons other than our Promoters and locked-in for a period of six (6) months from
the date of Allotment may be transferred to any other person holding the Equity Shares which are locked-in,
subject to the continuation of the lock-in in the hands of transferees for the remaining period and compliance with
the SEBI Takeover Regulations.

There have been no financing arrangements whereby our Directors or any of their relatives have financed the
purchase by any other person of securities of our Company during the six months immediately preceding the date
of filing of this Prospectus.

No person connected with the Issue, including, but not limited to, our Company, the members of the Syndicate,
or our Directors, shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or
services or otherwise to any Bidder for making a Bid, except for fees or commission for services rendered in
relation to the Issue.

There have been no and there will be no further issue of Equity Shares whether by way of issue of bonus shares,
preferential allotment, rights issue or in any other manner during the period commencing from the date of filing
of the Prospectus with SEBI until the Equity Shares have been listed on the Stock Exchanges or all application
monies have been refunded, as the case may be.

Our Company has no outstanding warrants, options to be issued or rights to convert debentures, loans or other
convertible instruments into Equity Shares as on the date of this Prospectus.

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

Our Company shall ensure that any transactions in Equity Shares by our Promoters and the Promoter Group
during the period between the date of filing the Prospectus and the date of closure of the Issue, shall be reported
to the Stock Exchanges within 24 hours of the transaction.

All Equity Shares issued pursuant to the Issue shall be fully paid-up at the time of Allotment and there are no
partly paid-up Equity Shares as on the date of this Prospectus.

As on the date of this Prospectus, the BRLM and their respective associates (as defined under the Securities and
Exchange Board of India (Merchant Bankers) Regulations, 1992) do not hold any Equity Shares of our Company.
The BRLM and their affiliates may engage in the transactions with and perform services for our Company in the
ordinary course of business or may in the future engage in commercial banking and investment banking
transactions with our Company for which they may in the future receive customary compensation.

Our Promoters and the members of our Promoter Group will not participate in the Issue.

Following are the details of Equity Shares of our Company held by our Directors, Key Management Personnel:

 

Sr. No. Name of the Directors No. of Equity % of Pre-Issue Equity Share Capital

Shares

 

1. Rakesh Khemka 79,87,500 31.97%

 

2. M.M. Khemuka 14,13,500 5.66%

 

93,
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

26. Our Company has not raised any bridge loans which are proposed to be repaid from the proceeds of the Issue.

27. The average cost of acquisition of Shares for the Promoters is as follows:

 

 

 

Name of Promoters No. of shares held __ Average Cost of Acquisition (in @)
Rakesh Khemka 79,87,500 0.16
Sumitra Devi Khemuka 25,76,800 7.15

 

The Auditors has certified the average cost of acquisition of shares for the promoters vide their certificate dated
September 25, 2021.

The remainder of this page has been intentionally left blank

94
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

OBJECTS OF THE ISSUE

We intend to utilize the Proceeds of the Issue, after deducting the Issue related expenses, as estimated to be = 5,486.25
lakhs (the “Net Proceeds”).

Our Company proposes to utilize the Net Proceeds from the Issue towards the following objects:
1. Augmentation of working capital requirements and
2. General Corporate Purposes
(Collectively, referred to herein as the “Objects”)
It may be noted that the issued proceed will not be used for repayment of debt / loan of the Company.
The main objects clause of our Memorandum of Association and the objects incidental and ancillary to the main
objects enable us to undertake the activities for which funds are being raised in the Issue. The existing activities of

our Company are within the objects clause of our Memorandum of Association.

Additionally, the listing of Equity Shares will enhance our Company’s corporate image, brand name and create a
public market for our Equity Shares in India.

Issue Proceeds

The details of the proceeds of the Issue are set out in the following table:
(@ in lakhs)

 

 

 

 

Particulars Estimated amount)
Gross Proceeds from the Issue 5,999.85
Less: Issue related expenses 513.60
Net Proceeds 5,486.25

 

To be finalized on determination of the Issue Price and updated in the Prospectus prior to filing with the ROC.
Requirement of Funds and Utilization of Net Proceeds

The Net Proceeds are proposed to be used in the manner set out in in the following table:

 

 

 

(2 in lakhs)
Sr. No. Particulars Estimated amount
A: ‘Augmentation of working capital requirements 5,000
Zz General corporate purposes 486.25,

 

© The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Issue.
Schedule of implementation

We propose to deploy the Net Proceeds for the aforesaid purposes in accordance with the estimated schedule of
implementation and deployment of funds set forth in the table below.

 

 

 

 

(2 in lakhs)
Sr. Particulars Amount to be funded from Estimated Utilisation of Net
No. the Net Proceeds Proceeds
Fiscal 2022
1 Augmentation of working capital requirements 5,000 5,000
2 General corporate purposes* 486.25 486.25

 

"To be finalized on determination of the Issue Price and updated in the Prospectus prior to filing with the RoC.

The fund requirements, the deployment of funds and the intended use of Net Proceeds as described herein are based
on current business plan, management estimates, and other commercial and technical factors. We may have to revise
our funding requirements and deployment on account of variety of factors such as out financial and market condition,
business and strategy, competition and interest or exchange rate fluctuations and other external factors, which may

95,
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

not be within the control of our management. This may entail rescheduling or revising the planned expenditure and
funding requirements, including the expenditure for a particular purpose, at the discretion of our management. Subject
to applicable law, if the actual utilisation towards any of the Objects is lower than the proposed deployment such
balance will be used for general corporate purposes to the extent that the total amount to be utilized towards general
corporate purposes will not exceed 25% of the gross proceeds from the Fresh Issue in accordance with Regulation
7(2) of the SEBI ICDR Regulations.

In case of a shortfall in raising requisite capital from the Net Proceeds, business considerations may require us to
explore a range of options including utilising our internal accruals and seeking additional debt from existing and future
lenders. Such alternate arrangements would be available to fund any such shortfalls. Further, in case of variations in
the actual utilization of funds earmarked for the purposes set forth above, increased fund requirements for a particular
purpose may be financed by surplus funds, if any, available in respect of the other purposes for which funds are being
raised in this Issue . To the extent our Company is unable to utilise any portion of the Net Proceeds towards the
aforementioned objects, as per the estimated scheduled of deployment specified above, our Company shall deploy the
Net Proceeds in subsequent Fiscals towards the aforementioned objects.

Since, our Company is not proposing to set up a project with the proceeds of this Issue, we are not required to make
firm arrangements of finance through verifiable means towards seventy five per cent of the stated means of finance.

The above fund requirements are based on our current business plan, internal management estimates and have not
been appraised by any bank or financial institution and are based on valid quotations received from vendors and
suppliers, which are subject to change in the future. These are based on current conditions and are subject to revisions
in light of changes in external circumstances or costs, or our financial condition, business or strategy. For further
details of factors that may affect these estimates, see “Risk Factors” on page 21.

Augmentation of working capital requirements

We fund a majority of our working capital requirements in the ordinary course of business from banks and internal
accruals. As on September 30, 2021, our Company has total sanctioned limit of working capital facilities of = 9500
lakhs, including fund-based and non-fund based limits. For details, see “Financial Indebtedness” on page 268. We
propose to utilise 35,000 lakhs from the Net Proceeds to fund the working capital requirements of our Company in
Fiscal Years 2022.

Basis of estimation of long-term working capital requirement

The details of our Company’s working capital as at March 31, 2019, March 31, 2020 and March 31, 2021, derived
from the standalone restated financial statements, and source of funding of the same are provided in the table below.
Our expected working capital requirements for Fiscal 2022 and 2023 and the proposed funding of such working capital

requirements are as set out in the table below;

(Rs. in Lakhs)

 

 

 

 

 

 

 

 

 

 

 

2018-19 2019-20 2020-21 2021-22 2022-23
Particulars of Assets Audited Audited Audited | Estimated Projected
Current Assets
Margin Money and Cash Balances 928.5 | 1,159.42 1,340.75 2,000.00 2,300.00
Inventories 4,261.14 2,640.54 7,294.84 10,250.00 11,950.00
Short term investments - - - - -
Trade Receivables 708.01 618.71 2,761.31 10,500.00 12,075.00
Advances 24.9 755.16 7.13 - -
Other Current Assets 1,976.07 4,349.20 3,005.55 5,800.00 6,670.00
Total (A) 7,898.62 9,523.03 14,409.58 28,550.00 32,995.00
Current Liabilities

 

 

 

 

 

 

 

 

96
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

Trade Payables

441 1,460.00 3,044.44 3,500.00 4,025.00

 

Other Current Liabilities & advances

237.49 2,134.62 1,496.53 2,000.00 2,300.00

 

 

 

Provision for taxation 146.48 347.76 505.45 550 632.5
Total(B) 824.97 3,942.38 5,046.42 6,050.00 6,957.50
Net Working Capital (A)-(B) 7,073.65 | 5,580.65 9,363.16 | 22,500.00 | 26,037.50

 

Sources of Working Capital

 

i) Fund Based Borrowings*

4,004.82 1,470.39 3,861.81 9,500.00 9,500.00

 

ii) Internal Accruals/ Other Borrowings 3,068.83 | 4,110.26] 5,501.35] 8,000.00 16,537.50

 

iii) IPO Proceeds

 

 

 

 

 

5,000.00 -

 

* ICICI Bank Limited, Union Bank of India and Axis Bank Limited

Future working capital requirement description:

(No. of Days)

 

Particulars

Holding level Holding level Holding level as on Holding level Holding level
as on March as on March March 31, 2021 as on March as on March

31, 2019 31, 2020 (Audited) 31, 2022 31, 2023
(Audited) (Audited) (Estimated) (Projected)

 

Current Assets

 

Inventories

57 15 38 27 27

 

Advances

 

Trade
Receivables

°
wl
°

14 28 27

 

Current
Liabilities

 

 

 

Trade Payables

6 8 16 9 9

 

 

 

 

 

 

Justification for “Holding Period” levels:

The justifications for the holding levels mentioned in the table above are provided below:

 

Current Assets

 

Inventories

We have assumed work in progress inventory period of 27 days for the Fiscal 2022 which is slightly
lower of our inventory days of 38 for Fiscal 2021 and slightly higher of our inventory days of 15 for
Fiscal 2020.

 

Advances

‘Advances holding period has becoming zero as we are buying the stock immediately.

 

Trade
Receivables

Our Company shalll give credit facility of around 28 days to our debtors for Fiscal 2022 as compared
to 14 days for Fiscal 2021 and 3 days for Fiscal 2020. As we are going to ship entire Vessel for sugar
export, our trade receivables have jumped drastically from 14 days to 28 days reason being vessel
price being too high.

 

Current Liabilities

 

Trade Payables

 

We have assumed trade payables for Finished Goods period of 9 days for the Fiscal 2022 as against
credit period of 16 days for Fiscal 2021 and 8 days for Fiscal 2020 as we are purchasing more out of
our working capital funds.

 

 

 

Our IPO Committee pursuant to its resolution dated September 25, 2021 has approved the projected working capital
requirements for Fiscal 2022 and the proposed funding of such working capital requirements.

General Corporate Purposes

Our Company proposes to deploy the balance Net Proceeds aggregating to 486.25 lakhs towards general corporate
purposes, subject to such utilization not exceeding 25% of the Gross Proceeds of the Issue, in compliance with
Regulation 7(2) of the SEBI ICDR Regulations. Our Company intends to deploy the balance Net Proceeds, if any, for

97

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

general corporate purposes, subject to above mentioned limit, as may be approved by our management, including but
not restricted to, the following:
a) strategic initiatives
b) brand building and strengthening of marketing activities; and
c) ongoing general corporate exigencies or any other purposes as approved by the Board subject to compliance with
the necessary regulatory provisions

The quantum of utilization of funds towards each of the above purposes will be determined by our Board of Directors
based on the permissible amount actually available under the head “General Corporate Purposes” and the business
requirements of our Company, from time to time. We, in accordance with the policies of our Board, will have
flexibility in utilizing the Net Proceeds for general corporate purposes, as mentioned above.

Issue Related Expenses
The total expenses of the Issue are estimated to be approximately 7513.60 lakhs. The expenses of this Issue include,

among others, underwriting and management fees, printing and distribution expense, advertisement expenses, legal
fees and listing fees. The estimated Issue expenses are as under:

 

 

Expenses Estimated Asa% ofthe total As a% of the total
expenses") estimated Issue Gross Issue
(in lakhs) expenses” Proceeds”
Book Running Lead Manager fees, Advisors and 282.02 54.91% 4.70%

commissions (including any —_ underwriting
commission, brokerage and selling commission)

 

 

 

 

‘Advertising and marketing expenses 23.60 4.59% 0.39%
Fees payable to Registrar to the Issue 5.00 0.97% 0.08%
Brokerage and selling commission payable to 25.00 4.87% 0.42%
SCSBs, Registered Brokers, RTAs and CDPs, as

applicable®

Processing fees to the SCSBs and to the Sponsor 25.00 4.87% 0.42%

Banks for ASBA Forms procured by Registered
Brokers, RTAs or CDPs

 

 

 

 

 

 

 

 

 

Printing and distribution of issue stationery 14.16 2.76% 0.24%
Others

- Listing fees 5.08 0.99% 0.08%
-___SEBI, BSE, NSE processing fees 15.74 3.06% 0.26%
- Book Building software fees 21.24 4.14% 0.35%
~__ Other regulatory expenses = 0.00% 0.00%
-__ Fees payable to legal counsel 11.80 2.30% 0.20%
-___ Miscellaneous 84.96 16.54% 1.42%
Total estimated Issue expenses 513.60 100.00% 8.56%

 

1) The Issue Expenses include applicable taxes whereever applicable. Issue expenses are estimated and are subject to change.

2) Selling commission payable to members of the Syndicate, SCSBs, RTAs and CDPs on the amounts received against the Equity
Shares Allotted (i.e. product of the Equity Shares Allotted and the Issue Price) would be as follows:
a.__ Syndicate Member
Portion for Retail Individual Bidders 0.40% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders 0.25% of the Amount Allotted (plus applicable taxes)
b.__SCSBS, RTAs and CDPs
Portion for Retail Individual Bidders 0.25% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders 0.15% of the Amount Allotted (plus applicable taxes)

 

 

 

 

 

 

 

 

 

 

 

Further, bidding charges of @ 10/- (plus applicable goods and services tax) shall be per valid ASBA Form collected by the
Syndicate, RTAs and CDPs (excluding applications made by Retail Individual Investors using the UPI Mechanism). The
terminal from which the Bid has been uploaded will be taken into account in order to determine the total bidding charges. No
additional bidding charges shall be payable to SCSBs on the Bid cum Application Forms directly procured by them. Selling

98
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

commission payable to the Registered Brokers on the portion for Retail Individual Investors and Non-Institutional Investors,
which are directly procured by the Registered Brokers and submitted to SCSB for processing, shall be & 10/- per valid Bid
cum Application Form (plus applicable goods and services tax).

3) Processing fees payable to the SCSBs for Bid cum Application Forms which are procured by the Registered Brokers / RTAs /
CDPs and submitted to the SCSB for blocking shall be % 10/- per valid Bid cum Application Form (plus applicable taxes).

Processing fees for applications made by Retail Individual Investors using the UPI Mechanism would be as follows:

 

RTAs/CDPs/ Registered | % 10/- per valid Bid cum Application Form (plus applicable taxes)
Brokers
‘Sponsor Banks ‘Not exceeding @ 8/- per valid Bid cum Application Form (plus applicable taxes)

 

The Sponsor Banks shall be responsible for making payments to third parties such as the
remitter bank, the NPCI and such other parties as required in connection with the
performance of its duties under applicable SEBI circulars, agreements and other
Applicable Laws.

 

 

 

 

*Based on valid Bid cum Application Forms
The Issue expenses shall be payable in accordance with the arrangements or agreements entered into by our Company
with the respective Designated Intermediary.

Bridge Financing

As on the date of this Prospectus, we have not entered into any bridge finance arrangements that will be repaid from
the Net Proceeds. However, in case of delay in the IPO and consequent delay in accessing the net proceeds of the
Issue, we may draw down such amounts, as may be required, from an overdraft arrangement / cash credit / term loan
facility with our lenders, to finance setting up of facilities as described in the section ‘Objects of the Issue’ until
completion of the Issue. Any amount that is drawn down from such facility availed from any Bank/NBFC or Financial
Institution during this period to finance ‘Objects of the Issue’ will be repaid from the Net Proceeds of the Issue.

Interim Use of Funds

Pending utilization of the Issue Proceeds for purposes described above, our Company will temporarily invest the Net
Proceeds in deposits in one or more Scheduled Commercial Banks included in the Second Schedule of Reserve Bank
of India Act, 1934, as may be approved by our Board.

In accordance with Section 27 of the Companies Act, 2013, our Company confirms that, pending utilisation of the
proceeds of the Issue as described above, it shall not use the funds from the Issue Proceeds for any investment in
equity and/or real estate products and/or equity linked and/or real estate linked products.

Monitoring Utilization of Funds

There is no requirement for the appointment of a monitoring agency, as the Issue size is less than 710,000 lakhs. Our
Board will monitor the utilization of the proceeds of the Issue and 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 unutilized Net Proceeds in the balance sheet of our
Company for the relevant Fiscal subsequent to receipt of listing and trading approvals from the Stock Exchanges.

Pursuant to Regulation 32(5) of the Listing Regulations, our Company shall disclose to the Audit Committee the uses
and applications of the Net Proceeds. Our Company shall prepare an annual statement of funds utilized for purposes
other than those stated in this Prospectus, certified by the statutory auditors of our Company and place it before the
Audit Committee, as required under applicable laws. Such disclosure shall be made only until such time that all the
Net Proceeds have been utilized in full. Further, in accordance with the Regulation 32(1) of the Listing Regulations,
our Company shall furnish to the Stock Exchanges on a quarterly basis, a statement indicating (i) deviations, if any,
in the utilization of the proceeds of the Issue from the Objects of the Issue as stated above; and (ii) details of category
wise variations in the utilization of the proceeds from the Issue from the Objects of the Issue as stated above. This

99
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

information will also be published in newspapers simultaneously with the interim or annual financial results, after
placing the same before the Audit Committee.

Variation in Objects

In accordance with Section 13(8) and Section 27 of the Companies Act, 2013 and applicable rules, our Company shall
not vary the Objects of the Issue without our Company being authorized to do so by the Shareholders by way of a
special resolution through postal ballot. In addition, the notice issued to the Shareholders in relation to the passing of
such special resolution (the “Postal Ballot Notice”) shall specify the prescribed details as required under the
Companies Act and applicable rules. The Postal Ballot Notice shall simultaneously be published in the newspapers,
one in English and one in the vernacular language of the jurisdiction where the Registered Office is situated in
accordance with the Companies Act and applicable rules. Our Promoters or controlling Shareholders will be required
to provide an exit opportunity to such Shareholders who do not agree to the proposal to vary the Objects, at such price,
and in such manner, as may be prescribed by SEBI, in this regard.

Other Confirmations
No part of the proceeds of the Issue will be paid by us to the Promoters and Promoter Group, the Directors, Associates,
Key Management Personnel or Group Companies except in the normal course of business and in compliance with the

applicable law.

There are no existing or anticipated transactions in relation to the utilization of the Net Proceeds with the Promoter,
Directors, Key Managerial Personnel or Group Companies.

The remainder of this page has been intentionally left blank

100
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

BASIS FOR ISSUE PRICE

The Price Band and the Issue Price were determined by our Company in consultation with the BRLM, on the basis of
the Book Building Process and the quantitative and qualitative factors as described below. The face value of the Equity
Shares is 210 each and the Issue Price is 6.5 times the face value at the lower end of the Price Band and 6.8 times the
face value at the higher end of the Price Band. Investors should refer to “Risk Factors”, “Our Business”, “Financial
Information” and “Management's Di ion and Analysis of Financial Condition and Results of Operations” on
pages 21, 118, 184 and 251, respectively, to have an informed view before making an investment decision.

 

Qualitative Factors

Some of the qualitative factors which form the basis for computing the Issue Price are:

e Experienced management team - Our management team has significant experience in the areas of finance, trading
in agricultural commodities, quality control, strategy, material sourcing and business development. The
knowledge and experience of our management team provides us with a significant competitive advantage as we
seek to grow in our existing markets and enter new segments and geographies. Our experienced management
team has enabled us to improve our financial results over the years and increase portfolio of our products as well
as our markets.

e Track record of growth and profitability

¢ Long term relationship with clients and repeat business

© Strong presence in geographics where we operate in agro commodities trading segment.

For further details, see “Risk Factors” and “Our Business” on pages 21 and 118, respectively.

Quantitative Factors

The information presented in this section is derived from our Restated Consolidated Financial Statements. For details,
see “Financial Information” on page 184. Investors should evaluate our Company and form their decisions taking
into consideration its earnings, and based on its growth strategy. Some of the quantitative factors which may form the

basis for computing the Issue price are as follows:

1. Basic and Diluted Earnings per Share (EPS), as adjusted for changes in capital

 

 

 

 

 

 

 

Year ended Basic EPS (in 2) Diluted EPS (in 2) Weight

FY 2018-19 1.02 1.02 1

FY 2019-20 3.30 3.30 2

FY 2020-21 4.92 4.92 3

Weighted Average 3.73 3.73

September 30, 2021 371 3.71 =
Note:

The ratios have been computed as under:

1. Basic and diluted EPS: profit for the year attributable to equity shareholders of the Company divided by total weighted
average number of equity shares outstanding during the period. Basic and diluted EPS are computed in accordance with Ind
AS 33 — Earnings per share;

2. Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each
year/Total of weights

3. Basic and diluted EPS for the six months period ended September 30, 2021 are not annualised

2. Price / Earning (P/E) Ratio in relation to Issue Price of % 65/- to = 68/- per Equity Share

 

P/E at the lower end of the P/E at the higher end of the

 

 

poo price band (no. of times) price band (no. of times)
a) P/E ratio based on Basic and Diluted EPS of % 4.92 as 13.21 13.82
at March 31, 2021
b)_PIE ratio based on Weighted Average EPS of 23.73 17.3 18.23

 

101
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

3. Industry Price / Earning (P/E) Ratio

 

 

 

 

Particulars P/E Ratio
Highest 9.41
Lowest 9.41
‘Average Industry P/E 9.41

 

( The industry high and low has been considered from the industry peer set provided later in this chapter. The industry composite
has been calculated as the arithmetic average P/E of the industry peer set disclosed in this section. For further details, see ‘‘-
Comparison with listed industry peers”

(2) Source: Respective audited financials of the Company, as available, for the Financial Year 2021. Information on industry peer
is on a consolidated basis.

(3). There is only one listed peer Company namely Sakuma Exports Limited. Thus, Sakuma Exports data are used for comparison.
Net worth = Equity share capital + Reserves and surplus (including, Securities Premium, General Reserve and surplus in

statement of profit and loss).

Basic earnings per share (Rs.) = Net profit after tax as restated for calculating basic EPS

Weighted average number of equity shares outstanding at the end of the period or year

4. Return on Net Worth (RONW):

 

 

 

 

 

 

Year ended RoNW (%) Weight
FY 2018-19 5.27 1
FY 2019-20 14.33 2

FY 2020-21 17.67 3
Weighted Average 14.49

September 30, 2021 11.36 :

 

Net profit after tax as restated, attributable to the owners of the company
Net worth as restated, including share capital and reserves and surplus, as stated at the
end of the year

 

Return on net worth (%)

Equity share capital + Reserves and surplus (including, Securities Premium, General

Net worth 2
Sewer Reserve and surplus in statement of profit and loss).

RONW for the six months period ended September 30, 2021 are not annualised

5. Net Asset Value (NAV) per Equity Share

 

 

 

 

 

 

 

 

 

Particulars Rs. Rs.
September 30, 2021 31.60
‘As of March 31, 2021 27.83
‘As of March 31, 2020 23.03
‘As of March 31, 2019 19.41
NAV post issue:

‘At the lower end of the price band of  65/- 38.49

‘At the lower end of the price band of % 68/- 37.82

Issue price per share 68/-

 

Net worth as restated, including share capital and reserves and surplus, as
restated at the end of the year

No. of equity shares outstanding at the end of the year

 

Net asset value per equity share

Basic earnings per share (Rs.) Net profit after tax as restated for calculating basic EPS
Weighted average number of equity shares outstanding at the end of the
period or year

 

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6. Comparison of Accounting Ratios with Industry Peers

We are engaged into trading and marketing of agricultural produce and commodities such as sugar, spices like dry red
chillies, turmeric, coriander, cumin seeds, food grains like rice, wheat, corn, sorghum and tea, pulses and agricultural
feed like soyabean meal and rice bran de-oiled cake.

 

 

 

 

 

For Fiscal 2021
Sr. Name of Face Total ; : P/E (based
No. Company Value income (# ee ae on Diluted ak Bene per
@ intake) (@ (@ EPS) (%) share(3)
1. Uma Exports 10 75,202.64 4.92 4.92 : 17.67 27.88
Limited
Peer Group*
2. Sakuma Exports 1 1,33,34800 0.51 Ost ol 3.10 98.56
Limited@@

 

* Source: Respective audited financials of the Company, as available, for the Financial Year 2021. Information on industry peer
is on a consolidated basis.

** Based on restated financial statements of the Company for Financial Year 2021

# Based on closing market price as on March 31, 2021 on BSE and EPS for the year ended March 31, 2021, extracted from the
respective annual report of the Company, as available on BSE website.

@@ Sakuma Exports Limited is the industry peer in listed space. The Key financial ratios of Sakuma Exports Limited
on the basis of consolidated financials are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

S.No | Sakuma Exports RS. In Lakhs, except ratios
2019 2020 2021
() | CAGR
Revenue from Operations 4,36,309 2,54,604 1,32,841
Y OY GROWTH “41.65% 47.82%
CAGR 44.82%
Operating EBITDA (excluding non-operating income) 9,101 1778 1614
Y OY GROWTH -80.47% “9.22%
CAGR “57.89%
‘Adjusted EBITDA (including non - operating income) 9,814 2,818 2121
Y 0 Y GROWTH “71.28% “24.74%
CAGR “53.51%
ROCE 29.70% 7.48% 5.01%
Y OY GROWTH “74.81% -33.09%
CAGR 58.95%

 

 

 

 

 

 

 

 

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(ii) Other Key Ratios 2019 2020 2021
EBITDA Margin 2.09% 0.70% 1.21%
EBIT Margin 2.24% 1.06% 1.42%
PAT Margin 1.60% 0.72% 0.83%
Total Debt/Equity 0.08 0.01 0.01
ROE 22.72% 5.52% 3.16%
ROCE 29.70% 7.48% 5.01%

 

 

 

 

 

 

 

Gource: Annual report of Sakuma Exports Limited for financial years 2018-19, 2019-20 & 2020-21)

hy. The Issue Price is 6.8 times of the Face Value of the Equity Shares.

The price band/floor price/issue price was determined by the issuer in consultation with the BRLM, on the basis of
book-building on the basis of assessment of the market demand from investors for the Equity Shares and shall be
justified in view of the above qualitative and quantitative parameters.

Investors should read the above-mentioned information along with “Risk Factors”, “Our Business” and “Financial

Information” on pages 21, 118 and 184, respectively, to have a more informed view. The trading price of the Equity
Shares of our Company could decline due to the factors mentioned in “Risk Factors” and you may lose all or part of

your investments.

The remainder of this page has been intentionally left blank

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Terms capitalized and not defined herein shall have the same meaning as ascribed to them in the Draft Red Herring
Prospectus.

Your sincerely,

For Mamta Jain & Associates
Chartered Accountants

ICAI Firm Registration No.: 328746E.

CA Mamita Jain

Partner

Membership No: 304549

UDIN: 21304549AAAAFN6606

Place: Kolkata
Date: 25-09-2021

Enclosed as above

Annexure — A

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STATEMENT OF TAX BENEFITS

Date: 25-09-2021
To,

The Board of Directors

Uma Exports Limited

28/1, 1st Floor, Ganga Jamuna Apartment,
Shakespeare Sarani, Kolkata -700 017,
West Bengal, India.

Dear Sir(s):

Sub: Proposed initial public offering of equity shares of = 10 each (the “Equity Shares”) of Uma Exports
Limited (the “Company” and such offering, the “Issue”)

 

We report that the enclosed statement in Annexure A, states the possible special tax benefits available to the Company
and to its shareholders under the applicable tax laws presently in force in India including the Income Act, 1961 (‘Act’),
as amended by the Finance Act, 2021 i.e. applicable for FY 2021-22 and AY 2022-23, and other direct tax laws
presently in force in India. Several of these benefits are dependent on the Company or its shareholders fulfilling the
conditions prescribed under the relevant provisions of the statute. Hence, the ability of the Company or its shareholders
to derive the stated special tax benefits is dependent upon their fulfilling such conditions, which based on business
imperatives the Company faces in the future, the Company may or may not choose to fulfill.

The benefits discussed in the enclosed annexure are not exhaustive. This statement is only intended to provide general
information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view
of the individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or
her own tax consultant with respect to the specific tax implications arising out of their participation in the Issue.
Neither are we suggesting nor advising the investor to invest money based on this statement.

We do not express any opinion or provide any assurance as to whether:
i) The Company or its shareholders will continue to obtain these benefits in future; or
ii) The conditions prescribed for availing the benefits have been/would be met with.

The contents of the enclosed statement are based on information, explanations and representations obtained from the
Company and on the basis of our understanding of the business activities and operations of the Company.

The benefits discussed in the enclosed statement are not exhaustive nor are they conclusive. The contents stated in the
annexure are based on the information, explanations and representations obtained from the Company.

We hereby give consent to include this statement of tax benefits in the Draft Red Herring Prospectus, Red Herring
Prospectus , the Prospectus and submission of this certificate as may be necessary, to the Stock Exchange(s)/ SEBI/
any regulatory authority and/or for the records to be maintained by the Book Running Lead Manager in connection
with the Issue and in accordance with applicable law.

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ANNEXURE A

The information provided below sets out the possible special tax benefits available to the Company and the Equity
Shareholders under the Income Tax Act 1961 presently in force in India. It is not exhaustive or comprehensive and is
not intended to be a substitute for professional advice. Investors are advised to consult their own tax consultant with
respect to the tax implications of an investment in the Equity Shares particularly in view of the fact that certain recently
enacted legislation may not have a direct legal precedent or may have a different interpretation on the benefits, which
an investor can avail.

YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE INDIAN TAX
IMPLICATIONS AND CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF EQUITY
SHARES IN YOUR PARTICULAR SITUATION.

A. SPECIAL TAX BENEFITS TO THE COMPANY

The Company is not entitled to any special tax benefits under the Act.

B. SPECIAL TAX BENEFITS TO THE SHAREHOLDER

The Shareholders of the Company are not entitled to any special tax benefits under the Act

Note:

1) All the above benefits are as per the current tax laws and will be available only to the sole / first name holder
where the shares are held by joint holders.

2) The above statement covers only certain relevant direct tax law benefits and does not cover any indirect tax law
benefits or benefit under any other law.

No assurance is given that the revenue authorities/courts will concur with the views expressed herein.

Our views are based on the existing provisions of law and its interpretation, which are subject to changes from time
to time. We do not assume responsibility to update the views consequent to such changes. We do not assume
responsibility to update the views consequent to such changes. We shall not be liable to any claims, liabilities or
expenses relating to this assignment except to the extent of fees relating to this assignment, as finally judicially
determined to have resulted primarily from bad faith or intentional misconduct. We will not be liable to any other
person in respect of this statement.

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SECTION IV - ABOUT THE COMPANY
INDUSTRY OVERVIEW

The information in this section has been extracted from various websites and publicly available documents from
various industry sources. The data may have been re-classified by us for the purpose of presentation. Neither we
nor and any other person connected with the Issue have independently verified this information. Industry sources
and publications generally state that the information contained therein has been obtained from sources generally
believed to be reliable, but their accuracy, completeness and underlying assumptions are not guaranteed and their
reliability cannot be assured, and accordingly, investment decisions should not be based on such information.
Investors should not place undue reliance on information. Industry sources and publications are also prepared based
on information as of specific dates and may no longer be current or reflect current trends. Industry sources and
publications may also base their information on estimates, projection forecasts and assumptions that may prove to
be incorrect. The information in this section must be read in conjunction with the sections titled “Risk Factors” and
“Our Business” beginning on pages 21 and 118 respectively.

GLOBAL OUTLOOK

After an estimated contraction of —3.3 percent in 2020, the global economy is projected to grow at 6 percent in 2021,
moderating to 4.4 percent in 2022. The contraction for 2020 is 1.1 percentage points smaller than projected in the
October 2020 WEO, reflecting the higher-than-expected growth outturns in the second half of 2020 for most regions
after lockdowns were eased. The projections for 2021 and 2022 are 0.8 percentage point and 0.2 percentage point
stronger than in the previous forecast, reflecting additional fiscal support in a few large economies and the
anticipated vaccine-powered recovery in the second half of the year. This pace reflects continued adaptation of all
sectors of the economy to the challenging health situation.

The strength of the projected recovery varies across countries, depending on the severity of the health crisis, the
extent of domestic disruptions to activity (related to countries’ reliance on contact-intensive sectors), the exposure
to cross-border spillovers, and— importantly—the effectiveness of policy support to limit persistent damage.

Beyond 2022 global growth is projected to moderate to 3.3 percent into the medium term. Persistent damage to
supply potential across both advanced and emerging market economies and slower labour force growth because of
population aging (largely in advanced economies, but also in a few emerging market economies), and necessary
rebalancing to a sustainable growth path in China, are all expected to weigh on the growth outlook for the global
economy in the medium term. GDP levels are projected to remain well below the pre-pandemic trend path through
2024 for most countries (Figure 1.16).

In advanced economies, occasional regional restrictions will likely be necessary at times to stem the progression of
new strains of the virus. As the vulnerable population gets vaccinated, contact-intensive activities are expected to
resume and drive a significant pickup in growth thanks to pent-up demand funded by accumulated savings in 2020.
Recovery paths also vary within the group. The United States is projected to return to end-of-2019 activity levels in
the first half of 2021 and Japan in the second half. In the euro area and the United Kingdom, activity is expected to
remain below end-of-2019 levels into 2022. The gaps can be traced back to differences in behavioural and public
health responses to infections, flexibility and adaptability of economic activity to low mobility, pre-existing trends,
and structural rigidities predating the crisis. With respect to the October 2020 WEO, projections for 2021 have been
revised down in Europe and up in Japan and the United States. The downward revision in Europe is more than offset
by stronger-than-expected growth in the United States and Japan, reflecting additional fiscal support legislated in
both countries at the end of 2020. In addition, the Biden administration’s $1.9 trillion rescue package is expected to
further boost GDP over 2021-22, with significant spillovers to main US trading partners. European countries (for
example, Cyprus, Italy, Malta, Portugal, Spain), were able to salvage part of the summer tourist season by reopening
in mid-2020. But this was followed by a surge in infections that forced new lockdowns in the last months of 2020,
carrying over to 2021. GDP growth for 2022 has been revised up by 0.7 percentage point to 3.8 percent in the euro
area and by 1.9 percentage points in the United Kingdom to 5.1 percent. In emerging market and developing
economies, vaccine procurement data suggest that effective protection will remain unavailable for most of the
population in 2021. Lockdowns and containment measures may be needed more frequently in 2021 and 2022 than

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in advanced economies, increasing the likelihood of medium-term scarring effects on the potential output of these
countries. Considerable differentiation is expected between China—where effective containment measures, a
forceful public investment response, and central bank liquidity support have facilitated a strong recovery—and
others. Tourism-based economies within this group (such as Seychelles, Thailand) face particularly difficult
prospects considering the expected slow normalization of cross-border travel. Recovery profiles vary, based on
regional differences in the severity of the pandemic, economic structure (employment and GDP shares of contact-
intensive sectors), exposure to specific shocks (for instance, due to reliance on commodity exports), and the
effectiveness of the policy response to combat the fallout.

 

 

Figure 1.17. Headiine Inflation: Cyclical and Noncyclical

Figure 1.16. Medium-Term GDP Losses Relative to Contributions

Pre-COVID-19, by Region (Percentage points)

(Revisions tp projected 2024 GOP levels between the Janusry 2020 and

‘Apr 2021 WED forecasts, perce) roe ination (cdg ood and energy) has rapped seco way sanatve

‘p uctatore in aggregate domarc \ycical and Pees het we nt
— noreyetes — cya
1.271. Advanced Esonemies :

10 ;

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AN mR tN e

 

 

 

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EM LAC SSA MIESOA EMDES Word Crna EM AE United
As be, ‘State
&
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Sours: MF sat etmatee

Nt: A = aparod sora: EM Al x. CN = anata a deep Ake ‘Source: uso: Haver Anaycs: Crarissbon fr Economic Co-peraton and
rng EM Er = merging ar Europe OES = ‘eeaopmert ad MF a caouetne.
sc «me cys BO =, Sones pcntoncicnaiqenmsiactreseee
esa . ‘aling sveragoe of corto a Peas abn 2 rageaaec on Couey
MEBOA = Madi Ean ar Cantal At, Sk = eub-Seraan aca ‘2c tne fuad eta, te weirs bog the GOP prenasng-power-party

‘arm. The cortrbutln of a comporert i Gated eta year-2ver-Jear pres
‘cangs mutiped by Bs welgrt in he neadne coraumer price ncer Dasket.

 

 

 

 

Inflation Pressure to Remain Contained in Most Countries

As noted, commodity prices (particularly for oil) are expected to firm up further in the months ahead. Given their
record-low levels of a year ago, firmer prices should mechanically lift consumer price indices, and headline inflation,
in particular, could turn volatile in coming months. The volatility should be short lived. Baseline projections show a
return of inflation to its long-term average as the remaining slack subsides only gradually and commodity-driven
base effects fade away. The subdued outlook reflects developments in the labor market, where subdued wage growth
and weak worker bargaining power have been compounded recently by high unemployment, underemployment, and
lower participation rates. Moreover, various measures of underlying inflation remain low. IMF staff analysis on
sectoral price developments points to muted price pressure, both in sectors where pricing is typically less sensitive
to the business cycle and in sectors where prices tend to respond to aggregate demand fluctuations (Figure 1.17).
Trimmed-mean inflation rates (which eliminate extreme price changes from the price distribution every month to
filter out underlying inflation and provide slow- moving, unbiased estimates of price pressure) point to declining, not
increasing, inflation pressure (Figure 1.18).

Measuring slack has arguably become more difficult during the pandemic as both supply and demand have shifted.
Nevertheless, even if output gaps are less negative than currently estimated, the implications for inflation should be

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relatively moderate. Phillips curves have become flatter in recent years—reflecting variousfactors, including
globalization, automation, rising market concentration, and associated higher monopsony power of firms in labor
markets. For the same reason that inflation did not drop much when output gaps were large and negative during the
global financial crisis, inflation is unlikely to increase much—unless output gaps become positive and very large for
an extended period of time and monetary policy does not react to rising inflation expectations.

Figure 1.18. Trend Inflation in Advanced Economies
(Percent)

Trimened-mesn Infiaton points to Gectining Infation pressure in advanced
‘econcmses. In Ine wan various measures of sfack.

 

 

 

 

1387 «2000 ‘02 oS os 72 7s 7 Bec
‘se

Sources: Cleveland Feders! Reserve: Haver Analytics: and IMF staff calculations,
ots: CP — consumer price incex

(Source: file:///D:/Downloads/[9781513575025%20-%20World%20Economic%20Outlook, %20April%20202
1] %20World%20Economic%20Outlook,%20April%202021.pdf

 

 

INDIAN ECONOMY OVERVIEW

The second wave of COVID-19 (in 2021) has spread rapidly worldwide, especially in India, Latin America and the
European countries. The global best practices focused on localising mini-containment zones, restricting movement,
strengthening health infrastructure and accelerating vaccination drive. In April 2021, the average transmission rate
of COVID-19 virus was observed to have dropped in countries with high vaccination rates.

Recognising vaccination as a key pillar of the ‘rapid testing, follow-up, treatment and COVID-19 appropriate
behaviour’ strategy, the government started Phase III of the vaccination drive for the 18-45 age group in May 2021.
To accelerate the pace of vaccinations for all age groups across states, the government relaxed vaccine access and
pricing.

In April 2021, economic recovery moderated due to impact of the second wave of COVID-19; however, outlook for
FY22 performance remains favourable considering most high-frequency indicators continued to record growth in
FY21 amid COVID-19 challenges.
e For FY22, the government has set a food grain production target at 307.31 million tonnes, an increase of 1.3%
YoY, driven by the projected ‘normal’ monsoon.

¢ Given the rebound of COVID-19 in its second wave, the government decided to distribute food grains to ~80
crore beneficiaries covered by the National Food Safety Law of 2013. It offered an additional 5 kg of grains per
person per month over and above the regular monthly supplies of food grains for May and June 2021 under the
Pradhan Mantri Garib Kalyan Anna Yojana (PM-GKAY).

e In FY21, the Indian government announced PMGKAY-I (April-June 2020) and PMGKAY-II (July-November

2020), under which the FCI (Food Corporation of India) provided 104 LMT wheat and 201 LMT rice to their
respective state governments/union territories (UTs).

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Employment demand under the Mahatma Gandhi National Rural Employment Guarantee Scheme (MGNREGS)
improved significantly, with 21.2 crore man-days of work (a 50% YoY increase) recorded under the scheme in
April 2021.

In April 2021, the Manufacturing Purchasing Managers’ Index (PMI) in India stood at 55.5, improving from 55.4
in March 2021, indicating favourable prospects for the domestic manufacturing sector.

Power consumption increased 40% in April 2021, indicating sustained industrial and commercial activities.

In March 2021, strong demand renewal continued, with sales of passenger vehicles and two- and three-wheelers
increasing by 115% and 71%, respectively.

An increase in port traffic and railway freight was recorded, indicating higher industrial development. In March
2021, port traffic grew 16.4% for the fifth month in a row, reflecting sustained expansion of economic activities.
In April 2021, railways recorded >10% increase in freight loading.

Gross GST collections stood at Rs. 141,384 crore (US$ 19.41 billion) in April 2021.

As per the provisional data for FY21 on indirect tax collections, net revenue collection stood at Rs. 10.71 lakh
crore (US$ 147.03 billion), an increase of 12.3% YoY.

E-way invoices is a leading indicator of tax, supply chain correction and logistics growth. Since May 2020,
continued recovery of interstate freight transportation has laid a good foundation for economic recovery.

In April 2021, 5.8 crore e-way bills were issued. In terms of value, e-way bills generation reached Rs. 17.36 lakh
crore (US$ 238.33 billion) in April 2021 as against Rs. 3.9 lakh crore (US$ 53.54 billion) in April 2020.

In the fourth quarter of FY21 (as of May 2, 2021), earnings of 213 companies indicated a 15% increase in total
sales of the corporate sector, highlighting recovery prospects in the manufacturing industry.

In the fourth quarter of FY21, income and net sales of these 213 companies increased YoY by 9.5% and 12.8%,
respectively.

In FY21, UPI digital transactions were valued at Rs. 41.0 lakh crore (US$ 562.88 billion) compared with Rs.
21.3 lakh crore (US$ 292.42 billion) in FY20. In April 2021, UPI transactions were valued at Rs. 4.93 lakh crore
(US$ 67.68 billion)—recording >3x YoY growth. Also, in terms of volume, UPI transactions increased to 264
crores—more than 2x the volume in April 2020.

In April 2021, the Indian basket of crude oil reached US$ 63.1 a barrel, compared with the average crude oil
price of US$ 64.8 a barrel in March 2021, due to the demand build up amid vaccination optimism.

In April 2021, merchandise exports increased to US$ 30.2 billion (at 197.0% YoY growth), driven by strong
performance from key sectors such as electronic goods, gems & jewellery, engineering, petroleum products, jute,
carpet, handicrafts, leather, oil meals, cashew, marine products and chemicals.

The RBI (Reserve Bank of India) has conducted open market purchases worth Rs. 3.13 lakh crore (US$ 42.97
billion) in FY21 and Rs. 25,000 crore (US$ 3.43 billion) in April 2021 to maintain sufficient liquidity in the
system.

Daily net liquidity absorption under the liquidity adjustment facility (LAF) averaged at Rs. 5.8 lakh crore (US$.
79.63 billion) in April 2021.

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¢ In FY21, foreign portfolio investment (FPI) inflows in India stood at US$ 36.2 billion (the highest in a decade
after FY15).

¢ As of April 23, 2021, India's foreign exchange reserves stood at US$ 584.11 billion.

To ensure sufficient liquidity support in India’s economic growth, the RBI announced (on April 7, 2021) its plan to
extend the TLTRO (Targeted Long-term Repo Operations) on Tap programme for six months until September 30,
2021 and allocate Rs. 50,000 crore (US$ 6.86 billion) to the All-India Financial Institutions (AIFIs) for FY22.

In addition, the RBI announced new measures on May 5, 2021, as part of a comprehensive calibration strategy for the
second wave. These measures are as follow:

¢ — Provision of regular liquidity facilities of Rs. 50,000 crore (US$ 6.86 billion) to give access to emergency medical
services.

¢ — Special long-term repurchase business (SLTRO) of small financial banks (SFB) for Rs. 10,000 crore (US$ 1.37
billion).

e — Loans by Small Finance Banks (SFBs) to MFIs for on-lending delegated Priority Sector loans, boosting credit to
MSME entrepreneurs.

e Resolution framework 2.0 for stress assets related to individuals, small businesses and MSME's COVID-19
challenges.

e  Rationalise compliance with KYC requirements for the convenience of customers.
¢ Use floating clauses and counter cycle term buffers and ease state government overdraft limits.

The final budget for FY22 announced by 17 states and UTs indicates an increase of 9.7% in capex expenditures from
the FY21 reviewed estimates. Growth in capex expenditure is expected to stimulate revenues and return the economy
to high-growth trajectories.

The 28" round of services and infrastructure outlook survey (SIOS) conducted by the RBI, from January to March
2021, indicated the respondent’s optimism for commercial state and employment conditions for the first and third
quarters of FY22. Infrastructure companies also indicated an optimistic outlook for the fourth quarter of FY21 and
estimated quick growth in the overall situation of the business.

Note: Conversion rate used for May 2021 is Rs. 1 = US$ 0.014

(Source: https://www.ibef.org/economy/monthly-economic-report)
Indian Agriculture Industry Analysis
Introduction

Agriculture is the primary source of livelihood for about 58% of India’s population. Gross Value Added by agriculture,
forestry, and fishing was estimated at Rs. 19.48 lakh crore (US$ 276.37 billion) in FY20. Share of agriculture and
allied sectors in gross value added (GVA) of India at current prices stood at 17.8 % in FY20. Consumer spending in
India will return to growth in 2021 post the pandemic-led contraction, expanding by as much as 6.6%.

The Indian food industry is poised for huge growth, increasing its contribution to world food trade every year due to
its immense potential for value addition, particularly within the food processing industry. Indian food and grocery
market is the world’s sixth largest, with retail contributing 70% of the sales. The Indian food processing industry
accounts for 32% of the country’s total food market, one of the largest industries in India and is ranked fifth in terms
of production, consumption, export and expected growth.

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Principal agricultural commodities export for April 2020 - January 2021 was US$ 32.12 billion.
Market Size

The Economic Survey of India 2020-21 report stated that in FY20, the total food grain production in the country was
recorded at 296.65 million tonnes—up by 11.44 million tonnes compared with 285.21 million tonnes in FY19. The
government has set a target to buy 42.74 million tonnes from the central pool in FY21; this is 10% more than the
quantity purchased in FY20. For FY22, the government has set a record target for farmers to raise food grain
production by 2% with 307.31 million tonnes of food grains. In FY21, production was recorded at 303.34 million
tonnes against a target of 301 million tonnes.

Production of horticulture crops in India was estimated at a record 326.6 million metric tonnes (MMT) in FY20 as per
third advance estimates, an increase of 5.81 million metric tonnes over FY 20. India has the largest livestock population
of around 535.78 million, which translates to around 31% of the world population. Milk production in the country is
expected to increase to 208 MT in FY21 from 198 MT in FY20, registering a growth of 10% y-o-y. Area under
horticulture is projected to rise by 2.7% in FY21.

Sugar production in India reached 26.46 MT between October 2019 and May 2020 sugar season according to Indian
Sugar Mills Association (ISMA).

India is among the 15 leading exporters of agricultural products in the world. Agricultural export from India reached
US$ 38.54 billion in FY19 and US$ 35.09 billion in FY20.

The organic food segment in India is expected to grow at a CAGR of 10% during 2015-25 and is estimated to reach
Rs. 75,000 crore (US$ 10.73 billion) by 2025 from Rs. 2,700 crore (US$ 386.32 million) in 2015.

The processed food market in India is expected to grow to Rs. 3,451,352.5 crore (US$ 470 billion) by 2025, from Rs.
1,931,288.7 crore (US$ 263 billion) in FY20 on the back of government initiatives such as planned infrastructure
worth US$ 1 trillion and Pradhan Mantri Kisan Sampada Yojna. The food processing industry employs about 1.77
million people. The sector allows 100% FDI under the automatic route.

The growth /(de-growth) in the export/import of major products in which the company deals-in in India for last 5 years
are as under:

 

 

 

 

 

 

 

 

 

 

Product 2016-17 2017-18 2018-19 2019-20 2020-21
Import
Lentils (36.77%) (27.85%) (76.61%) 256.08% 81.16%
Export
Sugar (6.92%) (31.19%) 64.57% 23.63% 46.76%

 

 

 

Source: https://tradestat.commerce.gov.in/eidb/ecomgq.asp
Ministry of Commerce and Industry

Investments
According to the Department for Promotion of Industry and Internal Trade (DPIIT), the Indian food processing
industry has cumulatively attracted Foreign Direct Investment (FDI) equity inflow of about US$ 10.24 billion between

April 2000 and December 2020.

Some major investments and developments in agriculture are as follows:

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In March 2020, Fact, the oldest large-scale fertiliser manufacturer in the country, crossed one million production
and sales mark.

Nestle India will invest Rs. 700 crore (US$ 100.16 million) in construction of its ninth factory in Gujarat.

In November 2019, Haldiram entered into an agreement for Amazon's global selling program to E-tail its
delicacies in the United States.

In November 2019, Coca-Cola launched ‘Rani Float’ fruit juices to step out of its trademark fizzy drinks.

Two diagnostic kits developed by Indian Council of Agricultural Research (ICAR) - Indian Veterinary Research
Institute ([VRI) and the Japanese Encephalitis gM ELISA were launched in October 2019.

Investment worth Rs. 8,500 crore (US$ 1.19 billion) have been announced in India for ethanol production.

Government Initiatives

Some of the recent major Government initiatives in the sector are as follows:

As per Union Budget 2021-22, Rs. 4,000 crore (US$ 551.08 million) was allocated towards implementing
Pradhan Mantri Krishi Sinchayee Yojana (PMKSY-PDMC).

The Ministry of Food Processing has been allocated Rs. 1,308.66 crore (US$ 180.26 million) in the Union Budget
2021-22.

In April 2021, the Government of India approved a PLI scheme for the food processing sector with an incentive
outlay of Rs 10,900 crore (US$ 1,484 million) over a period of six years starting from FY22.

In November 2020, the government inaugurated a mega food park in Punjab worth Rs. 107.83 crores (US$ 14.6
million) that will be spread across over 55 acres of land.

In October 2020, the Tribal Cooperative Marketing Development Federation of India (TRIFED) included 100
new Forest Fresh Organic Products sourced from tribes across India on its e-marketplace (tribesindia.com).

In October 2020, Agri-lender Nabard (National Bank for Agriculture and Rural Development) proposed plans to
set up a subsidiary to provide guarantee for loans under agriculture and rural development.

In October 2020, the government announced that it is putting up a common data infrastructure for farmers in the
country. PMFBY (Pradhan Mantri Fasal Bima Yojana), PM-Kisan and the Soil Health Card will be integrated
through a common database, along with land record details.

In September 2020, the government launched the PM Matsya Sampada Yojana, e-Gopala App and several
initiatives in fisheries production, dairy, animal husbandry and agriculture. Under this scheme, an investment of
Rs. 20,000 crore (US$ 2.7 billion) will be made in the next 4-5 years in 21 states.

In May 2020, Government announced the launch of animal husbandry infrastructure development fund of Rs.
15,000 crore (US$ 2.13 billion).

In September 2019, Prime Minister, Mr Narendra Modi launched National Animal Disease Control Programme

(NADCP), expected to eradicate foot and mouth disease (FMD) and brucellosis in livestock. In May 2020, Rs.
13,343 crore (US$ 1.89 billion) was allocated to the scheme.

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¢ The Government of India came out with Transport and Marketing Assistance (TMA) scheme to provide financial
assistance for transport and marketing of agriculture products in order to boost agriculture exports.

e = The Agriculture Export Policy, 2018 was approved by the Government of India in December 2018. The new
policy aimed to increase India’s agricultural export to US$ 60 billion by 2022 and US$ 100 billion in the next
few years with a stable trade policy regime.

e¢ The Government of India is going to provide Rs. 2,000 crore (US$ 306.29 million) for computerization of
Primary Agricultural Credit Society (PACS) to ensure cooperatives are benefitted through digital technology.

e The Government of India launched the Pradhan Mantri Krishi Sinchai Yojana (PMKSY) with an investment of
Rs. 50,000 crore (US$ 7.7 billion) aimed at development of irrigation sources for providing a permanent solution
from drought.

¢ Government plans to triple the capacity of food processing sector in India from the current 10% of agriculture
produce and has also committed Rs. 6,000 crore (US$ 936.38 billion) as investments for mega food parks in the
country, as a part of the Scheme for Agro-Marine Processing and Development of Agro-Processing Clusters
(SAMPADA).

e The Government of India has allowed 100% FDI in marketing of food products and in food product E-commerce
under the automatic route.

Achievements in the sector

e Paddy procurement in Kharif Marketing Season (KMS) 2020-21 until January 10, 2020, reached over 534.44
lakh metric tonnes (LMT), an increase of 26.24% against the last year corresponding purchase of 423.35 LMT.

e In November 2020, the planting of winter crops exceeded by 10% compared with the last year and witnessed
28% increase in area under pulses. The total area acreage under pulses increased to 8.25 million hectares from
6.45 million hectares last year.

© Out of the total 37 mega food parks that were sanctioned, 22 mega food parks are operational, as of January
2021.

e In November 2020, Minister of Consumer Affairs, Food and Public Distribution, Mr. Piyush Goyal announced
that the Food Cooperation of India and state agencies are set to procure a record quantity of 742 LMT (lakh
metric tonnes) paddy during the ongoing Kharif crop season as against 627 LMT paddy last year.

e — The Electronic National Agriculture Market (e-NAM) was launched in April 2016 to create a unified national
market for agricultural commodities by networking existing APMCs. It had 16.9 million farmers and 157,778
traders registered on its platform until February 2021. Over 1,000 mandis in India are already linked to e-NAM
and 22,000 additional mandis are expected to be linked by 2021-22.

© — Sale of tractors in the country stood at 880,048 units in 2020 with the export of 77,378 units.
¢ — The total agricultural exports stood at US$ 37.31 billion between April 2020 and February 2021.

e — The principal commodities that posted significant positive growth in exports between FY20 and FY21 were the
following:

o Wheat and Other Cereals: 727% from Rs. 3,708 crore (US$ 505 million) to Rs. 5,860 crore (US$ 799
million)

o Non-Basmati Rice: 132% from Rs. 13,130 crore (US$ 1,789) to Rs. 30,277 crore (US$ 4,126 million)

Soya Meal: 132% from Rs. 3,087 crore (US$ 421 million) to Rs. 7,224 crore (US$ 984 million)

o Raw Cotton: 68% from Rs. 6,771 crore (US$ 923 million) to Rs. 11,373 crore (US$ 1,550 million)

°

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Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

o Sugar: 39.6% from Rs. 12,226 crore (US$ 1,666 million) to Rs. 17,072 crore (US$ 2,327 million)
o. Spices: 11.5% from Rs. 23,562 crore (US$ 3,211 million) to Rs. 26,257 crore (US$ 3,578 million)

¢ During FY20 (till February 2020), tea export stood at US$ 709.28 million.
© Coffee export stood at US$ 742.05 million in FY20.
Road Ahead

India is expected to achieve the ambitious goal of doubling farm income by 2022. The agriculture sector in India is
expected to generate better momentum in the next few years due to increased investment in agricultural infrastructure
such as irrigation facilities, warehousing and cold storage. Furthermore, the growing use of genetically modified crops
will likely improve the yield for Indian farmers. India is expected to be self-sufficient in pulses in the coming few
years due to concerted effort of scientists to get early maturing varieties of pulses and the increase in minimum support
price.

In the next five years, the central government will aim US$ 9 billion in investments in the fisheries sector under PM
Matsya Sampada Yojana. The government is targeting to raise fish production to 220 lakh tonnes by 2024-25.

Going forward, the adoption of food safety and quality assurance mechanisms such as Total Quality Management
(TQM) including ISO 9000, ISO 22000, Hazard Analysis and Critical Control Points (HACCP), Good Manufacturing
Practices (GMP) and Good Hygienic Practices (GHP) by the food processing industry will offer several benefits. The
agri export from India is likely to reach the target of US$ 60 billion by the year 2022.

References: Agricultural and Processed Food Products Export Development Authority (APEDA), Department of
Commerce and Industry, Union Budget 2021-22, Press Information Bureau, Ministry of Statistics and Programme
Implementation, Press Releases, Media Reports, Ministry of Agriculture and Farmers Welfare, Crisil

*as per 3" advance estimates, PE- Provisional Estimates

Note: Conversion rate used in February 2021, Rs. 1 = US$ 0.01357

https://www. ibef.org/industry/agriculture-presentation
https://www. ibef.org/download/Agriculture-and-Allied-Industries-May-2021.pdf

 

Indian Retail Industry Analysis

Indian retail industry is one of the fastest growing in the world. As per Forrester Research, in 2020, India's retail sector
was estimated at US$ 883 billion, with grocery retail accounting for US$ 608 billion. The market is projected to reach
~US$ 1.3 trillion by 2024. India ranked 63 in the World Bank’s Doing Business 2020 publication. India ranked 73 in
the United Nations Conference on Trade and Development's Business-to-Consumer (B2C) E-commerce Index 2019.
India’s direct selling industry recorded sales of US$ 2.47 billion in 2019, improving its rank to 15 from 19 a year
before. Consumer spending in India increased to US$ 245.16 billion in the third quarter of 2020 from US$ 192.94
billion in the second quarter of 2020.

India is the fifth-largest and preferred retail destination globally. The country is among the highest in the world in
terms of per capita retail store availability. India’s retail sector is experiencing exponential growth with retail
development taking place not just in major cities and metros, but also in tier II and III cities. Healthy economic growth,
changing demographic profile, increasing disposable income, urbanisation, changing consumer tastes and preferences
are some of the factors driving growth in the organised retail market in India.

Indian online grocery market is estimated to exceed sales of about Rs. 22,500 crore (US$ 3.19 billion) in 2020,
witnessing a significant jump of 76% over the previous year.

According to India Ratings and Research (Ind-Ra), domestic organised food and grocery retailers are expected

to increase by 10% YoY in FY22, with organised retailers and e-commerce likely to benefit from the ongoing demand
for essentials.

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India’s population is taking to online retail big way. By 2024, India's e-commerce industry is expected to increase by
84% to US$ 111 billion, driven by mobile shopping, which is projected to grow at 21% annually over the next four
years. In 2020, the most common payment methods online were digital wallets (40%), followed by credit cards (15%)
and debit cards (15%). Online penetration of retail is expected to reach 10.7% by 2024 versus 4.7% in 2019.

According to data released by the Ministry of Statistics & Programme Implementation (MoSPI), India’s Consumer
Price Index (CPI) based retail inflation eased to 4.2% in April 2021, compared with 5.5% in March 2021.

In March 2021, Big Bazaar announced expansion into the instant home delivery service, aiming to offer 2-hour
delivery guarantee service; it has started the service in Delhi NCR, Mumbai and Bengaluru.

In April 2021, Flipkart expanded its hyperlocal delivery service Quick to six new cities including Delhi, Gurugram,
Ghaziabad, Noida, Hyderabad and Pune as the demand for essential goods on e-commerce platforms surges amid the
second wave of the pandemic.

After an unprecedented decline of 19% in the January-March 2020 quarter, the FMCG industry displayed signs of
recovery in the July-September 2020 quarter with a y-o-y growth of 1.6%. The growth witnessed in the fast-moving
consumer goods (FMCG) sector was also a reflection of positivity recorded in the overall macroeconomic scenario
amid opening of the economy and easing of lockdown restrictions.

India is expected to become the world's third-largest consumer economy, reaching Rs. 27.95 lakh crore (US$ 400
billion) in consumption by 2025. “Increasing participation from foreign and private players has given a boost to Indian
retail industry. India’s price competitiveness attracts large retail players to use it as a sourcing base. Global retailers
such as Walmart, GAP, Tesco and JC Penney are increasing their sourcing from India and are moving from third-
party buying offices to establishing their own wholly owned/wholly managed sourcing and buying offices in India.

The Government of India has introduced reforms to attract Foreign Direct Investment (FDI) in retail industry. The
Government has approved 51% FDI in multi-brand retail and 100% FDI in single-brand retail under the automatic
route, which is expected to give a boost to Ease of Doing Business and Make in India schemes, with plans to allow
100% FDI in E-commerce. Cumulative FDI inflows in the retail sector stood at US$ 3.44 billion between April 2000
and December 2020. India’s retail sector attracted US$ 6.2 billion from various private equity and venture capital
funds in 2020.

According to the Ground Zero Series findings of the consulting firm RedSeer, the retail sector is expected to recover
~80% of pre-Covid revenue (amounting to US$ 780 billion) by end-2020.

India will become a favourable market for fashion retailers on the back of a large young adult consumer base,
increasing disposable income and relaxed FDI norms.

Many fintech companies are competing for their presence in local stores. In May 2020, Paytm announced a US$ 1
billion loyalty programme and launched online ledger services for kirana stores in India. Other fintech companies such
as PayNearby, Phonepe, BharatPe and Mswipe introduced different services for small shop owners, enabling better
digital payments and delivery options at these stores. For example, Amazon partnered with local stores to provide a
platform for many small shops and merchants on its Amazon marketplace. While, Walmart has its own network of 28
“best-priced’ stores serving local stores across the country.

Flipkart Wholesale, a digital B2B marketplace, announced strengthening of its commitment towards growth and
prosperity of kiranas and MSMEs by boosting supply chain infrastructure and enhancing employment opportunities.
During the online festive sale in October 2020, the Indian e-commerce firms—Flipkart, Amazon, Myntra and
Snapdeal—together sold goods worth US$ 3.1 billion. Online retail rose to record high during the festive season in
October-November 2020 with smartphone sales accounting for 53% of the total sales.

Note: - According to a study by Boston Consulting Group
https://www. ibef.org/industry/indian-retail-industry-analysis-presentation

https://www.ibef.org/download/Retail-May-2021.pdf

 

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PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

OUR BUSINESS

Some of the information contained in this section, including information with respect to our plans and strategies,
contain forward-looking statements that involve risks and uncertainties. Before deciding to invest in the Equity Shares,
Shareholders should read this entire Prospectus. An investment in the Equity Shares involves a high degree of risk.
For a discussion of certain risks in connection with investment in the Equity Shares, you should read “Risk Factors”
on page 21, for a discussion of the risks and uncertainties related to those statements, as well as “Financial
Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on
pages 184 and 251, respectively, for a discussion of certain factors that may affect our business, financial condition
or results of operations. Our actual results may differ materially from those expressed in or implied by these forward-
looking statements. Unless otherwise stated, or the context otherwise requires, the financial information used in this
section is derived from our consolidated Restated Financial Statements, included in this Prospectus on page 184.

   

OVERVIEW

Our Company was initially incorporated as a private limited company under the name and style ‘Uma Exports Private
Limited’ under the Companies Act, 1956 vide Certificate of Incorporation dated March 9, 1988 issued by the Registrar
of Companies, West Bengal. Our Company was initially engaged in the business of export of building materials i.e.
marble, granite, marble chips and other construction materials to the neighbouring country, Bangladesh. Keeping in
view the demand in Bangladesh market our Company diversified from export of building materials to export of
agricultural produce and commodities in the year 1997. Since then, our Company has been engaged in exporting
agricultural produce and commodities including rice, wheat, sugar and spices. We have explored the business
opportunities in Malaysia and Sri Lanka in addition to Bangladesh during these years.

Our Company is engaged into trading and marketing of agricultural produce and commodities such as sugar, spices
like dry red chillies, turmeric, coriander, cumin seeds, food grains like rice, wheat, corn, sorghum and tea, pulses and
agricultural feed like soyabean meal and rice bran de-oiled cake. We import lentils, faba beans, black urad dal and tur
dal in India in bulk quantities. Our major imports are from Canada, Australia and Burma. We are B2B traders, highly
specialized in sugar and Lentils. We maintain stocks and distribute them to different institutional parties like
manufacturers, exporters, etc. We provide them in bulk quantities.

Our Company has developed business strategy to switch over exports/imports from one commodity to another with
change in demand or inconsistency in pricing for any commodity during any season. This policy adopted by the
management ensures that the Company does not pass through a lean period during the year.

With an objective of having overseas presence, our Company acquired 100% shareholding of U.E.L. International
FZE, incorporated under the laws of United Arab Emirates and having its registered office at FDRK0757 Compass
Building, Al Shohada Road, AL Hamra Industrial Zone-FZ, Ras Al Khaimah, United Arab Emirates. U.E.L.
International FZE is engaged in business of trading in sugar, spices & textile.

Our Company is promoted by Rakesh Khemka and Sumitra Devi Khemuka. Rakesh Khemka is the guiding force
behind the growth of the Company and possesses more than two decades of experience in the trading & retailing. With
his dedication and commitment along with support of our key management personnel and dedicated employee base,
our Company has shown a positive trend in our business operations. Our market position has been achieved by
adherence to the vision of our Promoters and senior management and their experience. We value our customers and
aim to exceed customer expectations by fulfilling valuable commitments. Our customer oriented approach and cordial
relations with them are the key strengths of our company. We aim to provide cost effective solutions available while
adhering to the quality standards of the services. We strive to establish relationships with clients and collaborate with
them to drill down on the best solutions.

Our total revenues on consolidated basis for the Fiscals 2021, 2020, 2019 and for the Half-year ended September 30,
2021were % 75,202.64 lakhs, % 81,030.84 lakhs, = 32,937.02 lakhs and % 52,394.45 lakhs respectively, and grew at a
CAGR of 51.10% over such period. Our EBITDA on consolidated basis for the Fiscals 2021, 2020, 2019 and for the
Half-year ended September 30, 2021 were % 2,124.82 lakhs, % 1,974.97 lakhs, = 910.59 lakhs and % 2,084.34 lakhs
respectively, and grew at a CAGR of 52.76% over such period. Our profit after tax on consolidated basis for the

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Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Fiscals 2021, 2020, 2019 and for the Half-year ended September 30, 2021 was 2 1,218.47 lakhs, = 832.98 lakhs, =
288.66 lakhs and % 897.12 lakhs respectively, and grew at a CAGR of 105.45%. For further details, please refer to the
section titled “Financial Information” on page 184 of this Prospectus.

The details of country wise and products wise export for the last three fiscals are as under:

COUNTRY WISE PRODUCT WISE EXPORT 2018-19

(Rs. in lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Country
Products Product %
Bangladesh | South Africa | Russia | Myanmar | Afghanistan | Sri Lanka Total

Lentils 1,175.59 - : : - - | 1,175.59 9.51

Rice . 1,937.69 : . - - | 1,937.69 15.67

Sugar - - - | 2,461.42 1,736.99 | 4,874.27 | 9,072.67 73.36

Tea = - | 18181 : = 2 181.81 1.47

Total 1,175.59 1,937.69 | 181.81 | 2,461.42 1,736.99 | 4,874.27 | 12,367.77 100.00
9.51 15.67 1.47 19.90 14.04 39.41 100.00 -

Country %

 

 

COUNTRY WISE PRODUCT WISE EXPORT 2019-20

(Rs. in lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Country Product
Products |p angladesh | South Africa | Russia | Afghanistan | SriLanka | Thailand | Total Ms
Lentils 1,287.59 = = = -| 128759 | 30.46
Rice : 139.65 : - : : 139.65 | 3.30
Sugar . = = 894.40 | 1,335.31 | 2,209.71] 52.75
Tea : -| 73.08 E : 3 73.08 | 173
Chickpeas 473.23 : = % x 473.23 | 11.20
Chillies . 5 5 z 23.59 23.59] 0.56
Total 1,760.82 139.65 | _73.08 894.40 | 1,335.31 23.59 | 4226.85 | 100.00
Country % 41.66 3.30 173 21.16 31.59 0.56 100.00
COUNTRY WISE PRODUCT WISE EXPORT 2020-21
(Rs. in lakhs)
Country Product
Products - ——__— = ;
Bangladesh | China | Bahrain | Djibouti | Afghanistan | UAE | SriLanka | Total %
Lentils 258.92 ; =| 259.09 - = - | _ 518.01 7.23
Rice 406.20 = * = : = - | __406.20 5.67
Sugar - | 662.72 [121.42 Z 2,324.88 | 57.01 | 2592.10 | 5,758.14 | 80.33
Wheat 485.86 S 3 q 3 : - | 485.86 6.78
Total 1,150.98 | 662.72 | 121.42 | _259.09 2,324.88 | 57.01 | 2,592.10 | 7,168.21 | 100.00
Country % 16.06 | 9.25 1.69 3.61 32.43 | 0.80 36.16 | _ 100.00

 

 

138

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

The details of country wise and products wise export and import for the last three fiscals are as under:

COUNTRY WISE PRODUCT WISE IMPORT 2018-19

(Rs. in lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product
Country oe
Products °
Canada | UAE | Australia | United Kingdom | Singapore | USA | Sri Lanka Total
Lentils 2,441.17 - - - - - ~ | 2,441.17 65.70
Yellow peas 97.19 | 211.35 441.71 38.68 83.78 - - 872.71 23.49
Green peas - - = - - | 154.85 - 154.85 4.17
Tea - - - - - - 38.98 38.98 1.05
Black matpe - - - - 207.83 - - 207.83 5.59
Total 2,538.36 | 211.35 441.71 38.68 291.61 | 154.85 38.98 | 3,715.53 100.00
Country % 68.32 5.69 11.89 1.04 7.85 4.17 1.05 100.00
COUNTRY WISE PRODUCT WISE IMPORT 2019-20
(Rs. in lakhs)
Products Country Product
Canada | UAE | Australi | Singap | USA | Netherla | Turkey | High Total %
a ore nd Sea
Lentils 4,741.79 - | 1,737.30 | 290.75 - | 1,280.34 - : 8,050.18 80.30
Yellow peas 85.55 70.99 - - : - 25.55 - 182.09 1,82
Black matpe - - - 59.52 : - - - 59.52 0.59
Toor whole - - - | 202.52 - - - - 202.52 2.02
(lemon)
Kabuli 306.61 | 386.63 -| 109.44 - - | 300.96 | 106.00 1,209.64 12.07
chick peas
Faba beans - - - - | 321.68 - - - 321.68 3.21
Total 5,133.96 | 457.61 | 1,737.30 | 662.23 | 321.68 | 1,280.34 | 326.51 | 106.00 | 10,025.63 100.00
Country % 51.21 4.56 17.33 6.61 3.21 12.77 3.26 1.06
COUNTRY WISE PRODUCT WISE IMPORT 2020-21
(Rs. in lakhs)
Gaur Produ
Products ny, ct %
Canada UAE Australia Russia Netherland Total
Lentils 20,412.19 940.98 3,090.68 - 3,459.43 27,903.28 99.11
Soda ash - - - 161.05 - 161.05 0.57
Faba beans 89.20 - - - - 89.20 0.32
Total 20,501.39 940.98 3,090.68 161.05 3,459.43 28,153.53 100.00
Country % 72.82 3.34 10.98 0.57 12.29 100.00

 

 

 

 

 

 

 

 

 

 

 

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

The details of revenue from Export and other than export for September 30, 2021 and for last five years are as

 

 

 

 

 

 

 

 

 

 

 

under:
(Rs. in lakhs)
Categor | Half year ended 2021 2020 2019 2018 2017
y September 30,
2021
‘Amount % | Amount % | Amount % | Amount % | Amount % | Amount %
Export | 8,244.38 | 15.81 | 7,168.21 | 9.66% | 4,387.41 | 5.44% | 1,236.77 | 5.74% | 11,365.7 | 29.57 | 16,4427 | 58.01
% 4 % 9 %
Other | 43,8922 | 84.19 | 67,047.3 | 90.34 | 76,289.0 | 94.56 | 20,323.8 | 94.26 | 27,068.7 | 70.43 | 11,901.0 | 41.99
than 0 % 1 % 1: % 5 % 5 % 8 %
Export

 

 

 

 

 

 

 

 

The figures of 2018 and 2017 have not been restated.
Impact of COVID-19 on our business operations

The current outbreak of COVID-19 pandemic has adversely impacted the global economy. The World Health
Organization declared the outbreak of COVID-19 as a public health emergency of international concern on January
30, 2020 and a pandemic on March 11, 2020. The Government of India announced a nation-wide lockdown on March
24, 2020 and imposed several restrictions. Subsequently in view of the second wave of COVID-19, various state
governments had imposed a complete lockdown on or about the beginning of May, 2021. However, as we are engaged
in import/export and trading of agricultural produce and commodities which are ‘essential goods’, our operations were
not shut down during this pandemic. However, due to limited availability of labour, logistics and supply chain
constraints, our business was impacted during the initial period of the lockdown. We continued our operations and
business activities after making arrangements to meet the government’s requirements on santization, people movement
and social distancing.

Since, the relaxation of the aforementioned restrictions, our procurement, day to day operations and logistics have
become more regular. The future impact of COVID-19 or any other severe communicable disease on our business and
results of operations depends on several factors including those discussed in “Risk Factors — External Risk Factors
No. 7 - The outbreak of Novel Coronavirus or outbreak of any other severe communicable disease could have a
potential impact on our business, financial condition and results of operations on page 40 of this Prospectus. We are
continuously monitoring the economic conditions and have outlined certain measures to combat the pandemic
situation and to minimize the impact on our business. For more details, see “Management's Discussion and Analysis
of Financial Condition and Results of Operations — Significant Developments after March 31, 2021 that may affect
our results of operations~ Estimation of uncertainties relating to the global health pandemic from COVID-19
(COVID-19)” on page 267 of this Prospectus.

Our Competitive Strengths
« Experienced management team with proven project management and implementation skills.

We have an experienced management team which has positioned our business well for continued growth and
development. Our management team has significant experience in the areas of finance, trading in agricultural
commodities, quality control, strategy, material sourcing and business development. The knowledge and experience
of our management team provides us with a significant competitive advantage as we seek to grow in our existing
markets and enter new segments and geographies. Our experienced management team has enabled us to improve our
financial results over the years and increase portfolio of our products as well as our markets. Our management team
has demonstrated its ability to execute our business plan and has the skills and experience needed to implement our
strategic objectives related to our business and expansion in the future.

© Strong presence in agro commodities trading segment
Our Company has a strong presence in agro commodities trading segment thereby enabling it to strategize and switch

over exports/imports from one commodity to another in accordance with change in demand or inconsistency in pricing
for any commodity during any season. Our senior management team continuously monitors and undertakes deep

121
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

research of the current trends and demand of agricultural produce and commodities in the market and accordingly it
easily switches over to the agricultural produce or commodity in demand. This policy adopted by the management
ensures that the Company does not pass through a lean period during the year.

© Track record of growth and profitability

We have a track record of revenue delivery and profitability across various markets with healthy cash flows. The
following table sets forth our total revenue from operations, EBITDA and restated profit for the year/period, as
specified below:

 

 

 

 

(@in lakhs)
Half-year Fiscal 2021 Fiscal 2020 Fiscal 2019
ended
September
30, 2021
Revenue from operations 52,136.57 74,215.52 80,676.42 32,691.62
EBITDA 2,086.35 2,124.82 1,974.97 910.59
Restated profit for the year/period 897.12 1,218.47 832.98 288.66

 

Our total revenue from operations has grown at a CAGR of 51.10% from Fiscals 2019 to 2021. Our EBITDA has
grown at a CAGR of 52.76% from Fiscals 2019 to 2021. Our restated profit for the year has grown at a CAGR of
105.45% from Fiscals 2019 to 2021.

© Long term relationship with clients and repeat business

We enjoy a good reputation and despite increase in competition, have received repeat orders from several of our
prominent clients. Our clients are spread across the country and overseas and have been associated with us for a long
term period. We constantly try to address our clients’ requirements which help us to maintain a long-term working
relationship with our clients and improve our retention strategy. The portfolio of our existing clients gives us a
competitive advantage in gaining new clients and increasing our business.

Our Business Strategies
Backward Integration

We import lentils, faba beans, black urad dal and tur dal majorly from Canada, Australia and Burma. We are in process
of setting up a procurement office in Australia through a wholly owned subsidiary which will allow us to procure the
commodities directly in Australia through such Australian office and dispatch the commodities directly to various
other global locations. This move will enable us to save costs like freight and import duties and thereby improving the
profitability.

Vessel load procurement

We generally procure the commodities in a container or by sharing the vessel load. Procurement of commodities
through vessel has larger economies of scale as compared to a container. We can save on reduced costs such as freight,
duties etc. if the commodities are procured through a vessel. This will in turn result in better profitability for our
Company. Our Company is continuously thriving to initiate various steps to reduce the costs attached with
procurement of agricultural produce and commodities.

Focusing on increasing the exports
Our Company primarily exports sugar to Sri Lanka, UAE & Afghanistan and corn to Bangladesh. In the financial
years 2021, 2020 and 2019, exports constituted 9.53%, 5.42% and 37.64% respectively of our total income. With the

infusion of additional capital, we shall be in a better position to bid and participate in for bigger tenders and as a result
export larger quantities than before.

122
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

DETAILS OF OUR BUSINESS
Products
Sr. No. | Products Range/Variety Pictorial Description
1. Sugar  S-30 variety

e S-31 variety
« M-30 variety
e L-grade sugar

 

 

 

 

 

 

 

2. Dry Red|* Dry red chillies teja with
Chillies stem/stem less
¢ Dry red chillies wonder hot
¢ Dry red chillies sannam
¢ Dry red chillies powder
3. Turmeric e Single polished erode finger
turmeric
« Double polished erode finger
turmeric
¢ Unpolished finger/gattha (round)
turmeric 7
¢ Duggirala gattha (round) turmeric
Golden yellow turmeric powder
4. Coriander

 

 

 

 

123
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

Sr. No.

Products

Range/Variety

Pictorial Description

 

Cumin seed

 

Tea

° Leaf Tea
© Granular Tea.

 

Pulses

¢ Red Whole Lentils / Red Split
Lentils (Masoor Gota / Masoor
Dal)

¢ Black Matpe / Urad Bean / Black
Gram (Urad Whole and its Dal)

¢ Green Gram (Moong Whole and
its Dal)

© Chick Peas / Bengal Gram (Gram
Whole and its Dal)

© Green Peas / Yellow Peas / Dun
Peas (Matar Whole and its Dal)

e Tyson Chick Peas (Arhar / Toor
Whole and its Dal)

 

 

 

 

 

e Raw Rice -- 5% or 20% or 25%
broken or 100% broken.

© Parboiled Rice -- 5% or 20% or
25% broken.

¢ Ir64 Raw or Parboiled Rice

e Swarna Masuri Rice

e Basmati Rice & Non Basmati
Rice

 

 

 

124

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

Sr. No. | Products Range/Variety Pictorial Description
9 Wheat ¢ All varieties of Indian wheat
© Wheat flour (Aata and Maida)
10. Corn All varieties of Indian Corn
11. | Sorghum “|

 

 

 

 

 

 

125,
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Product Mix

Chart Title

65,000.00

45,000.00
25,000.00
5,000.00 | | |
| bbb ow. Le 1 1

Black Chick Faba Lentils Rice Sugar Wheat Yellow Soda Toor Green Chillies Tea Maize

Matpe Peas Beans Peas Ash Peas

(15,000.00)
mFY19 Domestic Sales m FY19 %to Total Sales m FY19 Exports m@ FY 19 % to Total Sales
m FY20 Domestic Sales m FY20 %to Total Sales m FY 20 Exports m FY 20 % to Total Sales
WFY21 Domestic Sales m FY21 %to Total Sales m FY21 Exports m FY 21 % to Total Sales

The above chart has been prepared based on full year audited financial. The financials of half-year ended September
30, 2021, has not been considered as its representation will render the chart non-comparable.

126
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Procurement Process

 

CONTACTING INTERNATIONAL BROKERS

I
VERBAL CONFIRMATION OF TRADE BETWEEN BROKER & BUYER |

CONFIRMATION RECEIVED ON E-MAIL SENT BY BROKER STATING SELLER’S NAME, QUANTITY, RATE,
QUALITY & SHIPMENT PERIOD

“58

CONTRACT RECEIVED FROM SELLER }
J]

CONTRACT SIGNED AS A TOKEN OF CONFIRMATION BY US AND COPY MAILED TO THE BROKER |

 

 

 

 

 

 

 

 

 

TI
SHIPMENT APPROPRIATION RECEIVED FROM SHIPPER THROUGH BROKER |
J

COPY DOCUMENTS SENT BY SUPPLIER THROUGH BROKER

It

ORIGINAL DOCUMENTS SENT BY SUPPLIER TO OUR BANK ON CAD BASIS
II
ORIGINAL DOCUMENTS RELEASED BY US AGAINST PAYMENT BEFORE ARRIVAL OF CARGO AT |

 

 

 

 

 

 

 

DESTINATION PORT

| BILL OF ENTRY FILED BY OUR CUSTOM CLEARING AGENT II

 

 

 

  

DIA ONCE THE IGM IS FILED |

 

 

 

 

| IMPORT DUTY, FSSAI AND PHYTOSANITARY CHARGES ARE PAID BY US ]

iL

{ AFTER RECEIPT OF CARGO AT PORT THE CONTAINERS ARE MOVED TO CFS }

l

| AT CFS PHYTOSANITARY & FSSAI INSPECTION IS DONE BY CONCERNED AUTHORITY
J

| AFTER APPROVAL FROM ALL CONCERNED AUTHORITIES CARGO IS MOVED TO WAREHOUSE

 

 

 

 

 

 

 

 

Our company majorly deals with reputed suppliers who generally honour the trade commitments. In case of any
dispute with our suppliers, our Company may require to approach for arbitration.

127
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Imports

Product Wise Breakup - Imports

30000
20000

10000

0 a _ =

Chick Peas Faba Beans Lentils SodaAsh Black Mapte Yellow Peas Toor Green Peas
mFY21 mFY20 mFY19

The above chart has been prepared based on full year audited financial. The financials of half-year ended
September 30, 2021, has not been considered as its representation will render the chart non-comparable.

Revenue Break-up

Our Company has a pan-India market presence and we export our products to countries such as Sri Lanka, UAE &
Afghanistan and corn to Bangladesh, etc. Our revenue break up for the preceding three fiscals based on the sale of our
products in domestic and international markets is as follows:

Revenue Breakup

60000.00
50000.00
40000.00
30000.00
20000.00
10000.00 i |
0.00
Fiscal 2021 Fiscal 2020 Fiscal 2019

mDomestic m™ Exports

The above chart has been prepared based on full year audited financial. The financials of half-year ended September
30, 2021, has not been considered as its representation will render the chart non-comparable.

Our Major Customers
We majorly sell the agricultural produce and commodities to various end users including merchants dealing in

agricultural commodities and distributors. The following is the revenue breakup from the top five and top ten
customers of our Company, for the half-year ended on Septemer 30, 2021 and the Fiscals 2021, 2020 and 2019:

128
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Competition

Our industry faces competition from organized as well as unorganized players in the domestic market as well as in the
international market. We have a number of competitors who trade in commodities, which are similar to us. The
principal elements of competition in our industry are price, quality, timely delivery and reliability.

The Company is engaged into Export & Import business in which all trades are organized due to law of land prevailing
in India. There is lack of availability of data in the public domain of peer companies. However, top 10 competitors
who deals in volume are as below:

Sakuma Exports Ltd

Rika Global Impex Ltd

Louis Dreyfus Company India Pvt Ltd
Viterra India Pvt Ltd

Tata International Ltd

Taj Agro Worldwide

Vinod Kumar Bros & Son

Krishna Traders

V K Udyog Ltd

0. Etc Agro Processing India Pvt Ltd

BYE PNA aUnNe

In below the comparison chart comparing the key financial ratios of Issuer Company with some of its peer companies
mentioned above based on the availability of data in the public domain.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuer Company Peer Companies
Source: Standalone Financial Statements filed with Registrar of
Companies
S.No | Particulars | UMA Exports ETC Agro Louis Dreyfus Sakuma Viterra
2020] 2021] 2020) 2021{ 2019] 2020| 2020) 2021 2019 | 2020
1 EBITDA 244{ 283/ 362, 444f 200; 131] 140 155 B21| 3.46
Margin (%)
2 EBIT Margin] 243/ 282/ 317]; 398] 180] i110] 132] 132 810] 3.34
(%)
3 PAT Margin] 1.03; 162] 0.15] 169] 0.04] 002] 0.75| 069 519| 1.72
(%)
4 Basic EPS 330/ 492] i723; 137/113) 039; 053] 033] 14071) 46.71
5 ROCE (%) 32.22 | 2889| 22.66| 2080; 3285/ 1679; 915] 584| 12467] 3998
6 ROE (%) w4as{ i752, 166) 15.75; 130] 052] 531] 307| 8417] 21.85
7 Total o3i{ o6r| o7ef iio; 407) 446] 002] 002 285 | 071
Debt/Equity

 

 

 

 

 

 

 

 

 

Plant, machinery, technology, process, etc.
The Company is trading Company we need not require plant, machinery or technology.
Existing Capacity and Capacity Utilisation

Capacity and Capacity utilization is not applicable to our Company.

130
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

(#in lakhs)
Particulars For the half year Fiscal 2021 Fiscal 2020 Fiscal 2019
ended September 30,
2021
Amount % Amount % Amount % Amount %.
Top 5 customers 29,451.80 49.35 15,520.36 22.07 16,669.47 25.59 6,941.93 25.28
Top 10 customers 39,306.59 65.86 23,309.78 33.13 22,256.34 34.17 11,128.47 40.53

 

Infrastructure Facilities

Power
Since we are trading company our power requirement is minimum and is met through state electricity board.

Water
Since we are trading company our water requirement is minimum.

Capacity and Capacity Utilisation:

Capacity and capacity utilization is not applicable to our company since we are primarily involved in trading and
distribution activity

Collaboration / Joint ventures
We have not entered into any collaboration / joint ventures.
Quality Assurance

Our Company strives to maintain quality of the products it provides to the end consumer. Our Company engages
quality control agencies like SGS India, Geo Chem & Intertek India Private Limited to monitor the quantum and
quality of the products procured through vessel or container. These agencies conduct detailed survey and analyse the
quality of the agricultural produce or commodities on several parameters. Thereafter, a report is issued by them based
on which our Company decides to accept the agricultural produce or commodities procured through the vessel or
container.

Marketing Approach

The overall marketing of our products is supervised by Rakesh Khemka, the Managing Director, who has more than
two decades of experience in this field. The efficiency of the marketing network is critical for success of our Company.
Our success lies in the strength of our relationship with the customers who have been associated with our Company.
Our team through their vast experience and good rapport with clients owing to timely and quality delivery of service
plays an instrumental role in creating and expanding a work platform for our Company. Our relationship with the
clients is strong and established. To retain our customers, our team regularly interacts with them and focuses on
gaining an insight into the additional needs of customers. We intend to expand our existing customer base by
expanding to other geographies.

Warehousing Facility
Our Company imports and exports the procured agricultural produce and commodities both directly and through other
merchants and brokers. The logistics set up and the nature of commodities being dealt by the Company does not

necessitate a need of permanent warehousing facilities. The Company presently exports its consignments from a
number of Indian ports like Mundra, Jawaharlal Nehru Port Trust, Kandla, Chennai, Kakinaka and Visakhapatnam.

129
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Human Resources
Our employees are key contributors to our business success. As on the date of this RHP, , we have 17 (Seventeen)
employees including our Directors, who look after our business operations, management administrative, secretarial,

marketing and accounting functions in accordance with their respective designated goals.

Following is a department wise employee break-up:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Department Number of Employees
Management Promoters 1
Senior Management 3
Finance & Accounts 3
Sales & Marketing 2
Warehouse 3
HR/ Admin & IT 2
Others 3
Total 17
Intellectual Property Rights:
a) Trademark:
i. Our Company owns the following trademark:
Sr.No. Description Class Registration Number Valid up to
1. UNIWORLD 30 3449195 January 3, 2027
Property:
We carry out our business operations from the following properties:
i) Freehold Property
Sr.No. Particulars of the Property Usage
1. Godown No. WW 43/1, Dhulagarh Logistics Trucks Terminal, P.S. Sanskrail, Howrah, West Godown
Bengal
ii) Leasehold Property
Sr. Details of the Particulars of the property, Consideration’ | ‘Tenure/Term Usage
No. _Deed/Agreement description and area License Fee/Rent
1 Indenture of Lease executed on Flat No. 6, containing an area of 86,85,000/- ‘Aresidue period Registered
July 30, 2010 between Vithal 1737 sq. ft. at 1 floor, together of unexpired 99 Office —
Housing Limited formerly with parking space at Ganga Rentof%O1per _years from Unit II
known as Anjiya housing & Jamuna Building, —-28/ annum September 14,
Finance Ltd. (“Assignor”) and Shakespeare Sarani, Calcutta, 1973
our Company (“Assignee”). West Bengal — 700 017.
2 Indenture of Lease executedon Flat No.5, containing an area of _ ¥ 59,35,000/- ‘Aresidue period Registered
July 30, 2010 between Vithal 1187 sq. ft. at 1 floor, together of unexpired 99 Office

Housing Limited formerly
known as Anjiya housing &
Finance Ltd. (“Assignor”) and
our Company (“Assignee”).

Export Obligations

with parking space at Ganga
Jamuna Building, 28/
Shakespeare Sarani, Calcutta,
West Bengal — 700 017.

Our Company do not have any export obligations.

131

Rent of 01 per
annum

years from
September 14,
1973
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Insurance

We have taken insurance policies like office protection (general office) policy, burglary (single and floater) policy,
fire floater policy, etc. These policies cover us against loss by theft, terrorism, earthquake, removal of debris and
insures our godowns, building, building superstructure, office equipment and stock of pulses, maize, rice, sugar and
all other related items at various locations. Our Company has also availed the marine sales turn over policy which
insures our stock exported from anywhere in India to anywhere in the world through various modes of transit such as
sea, air, rail, registered post, courier, road, inland waterways and also insures against war, strikes, riots, civil
commotion and other incidental expenses.

The amount of insurance coverage for last 3 years and upto September 30, 2021 and upto the date of this RHP are as
under:

For the year 2018-19

 

 

SLN ] Name | Policy Risk Period | Item Sum Insured | Location of Property
0. | of number | Covered Covered
insura, Amount
nce (Rs. in lakhs)
compa
ny
1 The | 311500/11 | STFI 26/07/20 | Stock of 1,500.00 | 1 IRC Godown,39 Hyde Rd
Orienta | /2019/438 | Cover, 18 to Pulses, Kolkata-700043
1 Fire basic} 25/07/20 | Maize, Rice, 2, P-2 Hyde Road, Baid
Insuran cover 19 Spices, International services, Kolkata —
ce Earthquak black matpe, 700043
e (Fire & Onion, 3. Godown No.43A & 43, The
Shock), Sugar Calcutta Mumbai Truck
Floater Terminal, Dhulagarh, Howrah -
extra 711302

4. Godown No. 43B Uma Agro
Exports Pvt Ltd) The Calcutta
Mumbai Truck Terminal,
Dhulagarh, Howrah — 711302

 

2 |The | 311500/48 | Basic 26/07/20 | Stock of 1,500.00 | 1 IRC Godown,39 Hyde Rd
Orienta | /2019/308 | cover- 18 to Pulses, Kolkata-700043
1 6 Burglary | 25/07/20 | Maize, Rice, 2, P-2 Hyde Road, Baid
Insuran Floater, | 19 Spices, International services, Kolkata —
ce Theft black 700043
Cover, matpe,Onio 3. Godown No.43A & 43, The
rsmd n, Sugar Calcutta Mumbai Truck
Cover Terminal, Dhulagarh, Howrah —
711302

4, Godown No. 43B Uma Agro
Exports Pvt Ltd) The Calcutta
Mumbai Truck Terminal,
Dhulagarh, Howrah — 711302

5. Godown No.44 owned by
Neelkanth conclave (p) Ltd. The
Calcutta Mumbai Truck

 

 

 

 

 

 

 

 

 

 

132
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Terminal Ltd, Howrah, West
Bengal-711302
3 Royal ST200030 | All Risk 26/06/20 | Sugar Limit per bottom | Anywhere in India to Anywhere
Sundar | 68000100 18 to (SEA) SEA | in the World
am 25/06/20 450.00
Genera 19 Limit Per
1 Location
Insuran SEA
ce 900.00
4 TATA | 89100012 | All Risks | 24/05/20 | Sugar Sum Insure: | Anywhere in India to Anywhere
AIG 7 & SRCC 18to 5,00.00 | in the World
Insuran 23/05/20 Limit Per
ce 19 sending: road-
150.00
Rail-150.00
Air-1,50,00,000
Courier-150.00
Location limits-
150.00
5 TATA | 86508165 | All Risks | 30/10/20 | Sugar 500.00 | Anywhere in India
AIG 4 18 to (a) Anywhere in the World
Insuran 29/10/20 (b) Any Indian Sea/ Air port
ce 19
For the year 2019-20
Sl. Name of Policy Risk Period | Item Covered Sum Insured | Location of Property
No. insurance | number | Cover
company ed Amount
(Rs. In lakhs)
1 United 0301001 | STFI 29/07/ | Stock of Pulses, 100.00 | Godown No.43A &
India 119P105 | Cover | 2019 Maize, Rice, 43,&(43B Uma Agro Exports
Insurance | 597966 | Earthq | to Spices, Black Pvt Ltd) The Calcutta
Company uake | 28/07/ | Matpe, Sugar and Mumbai Truck Terminal,
Limited 2020 related items Dhulagarh, Howrah - 711302
2: United 0301002 | All 29/07/ | Section I- Building 500.00 | 28/1 Shakespeare Sarani, 1st
India 619P105 | Risk 2019 Floor, Room No. 15 & 16,
Insurance | 930878 to Section II- Kolkata - 700017
Company 28/07/ | Burglary House 30.25
Limited 2020 | Braking
1. Furniture,
Fixtures,
fittings(including
office furniture &
Electrical Fitting &
electrical Wirings)

 

 

 

 

133
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

2.AC & Computers
3.CCTV & DVR
Section IV-
Electronic

Appliances

Section III- Money
insurance

10.00

70.00

 

United
India
Insurance
Company
Limited

0301001
219P105
575224

Burgla

y
Policy

29/07/
2019
to
28/07/
2020

Stock of Pulses,
Maize, Rice,
Spices, Black
Matpe, Onion ,
Sugar

1,500.00 | 1. Godown No.43A & 43,
The Calcutta Mumbai Truck
Terminal, Dhulagarh,
Howrah - 711302

2,Godown No.43A &
43,&(43B Uma Agro Exports
Pvt Ltd) The Calcutta
Mumbai Truck Terminal,
Dhulagarh, Howrah — 711302

3,Godown No.44 owned by
Neelkanth conclave (p) Ltd.
The Calcutta Mumbai Truck
Terminal Ltd, Howrah, West
Bengal-711302

4.P-2 Hyde Road, Baid
International services,
Kolkata — 700043

5, 49/5, CG R Road, Block
Boundary Road, Kolkata -
700023

6, Shaw Wallace, Tea
Warehouse, Block A, Hide
Road, Kolkata-700034

 

 

 

United
India
Insurance
Company
Limited

 

0301001
19P1055
71764

 

STFI
Cover
Earthq
uake

 

29/07/
2019
to
28/07/
2020

 

Stock of Pulses,
Maize, Rice,
Spices, Black
Matpe, Sugar and
related items

 

1,500.00 | 1. Godown No.43A & 43,
The Calcutta Mumbai Truck
Terminal, Dhulagarh,
Howrah - 711302

2.Godown No.43A &
43,8(43B Uma Agro Exports
Pvt Ltd) The Calcutta
Mumbai Truck Terminal,
Dhulagarh, Howrah — 711302

3.Godown No.44 owned by
Neelkanth conclave (p) Ltd.
The Calcutta Mumbai Truck

 

 

 

134
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

Terminal Lid, Howrah, West
Bengal-711302

4.P-2 Hyde Road, Baid
International services,
Kolkata — 700043

5, 49/5, CG R Road, Block
Boundary Road, Kolkata —
700023

 

 

 

 

 

 

Royal ST2000 | All 26/06/ | Refined Sugar & — [Limit per bottom | Anywhere in India to
Sundaram | 3068000 | risk 2019 | Rice (Sea) | Anywhere in the World
General | 101 to
Insurance 25/06/ Sea 450.00 Limit
2020 Per Location
Sea 900.00
United 0316001 | Theft | 26/04/ | Storage of all Theft-1,000.00 | 1. Kolkata 49/5, C G R Road,
India 21P1015 2019 | pulses in Closed Block Boundary Road,
Insurance | 01797 to Godown Riot Strike | Kolkata - 700023
Company 25/10/ Malicious
Limited 2019 Damage | 2. Kolkata Shaw Wallace,
1,000.00 | Tea Warehouse, Block A,
Hide Road, Kolkata-700034
United 0316001 | STFI | 26/04/ | Storage of all STFL-1000.00 | 1. Kolkata 49/5, CG R Road,
India 21P1014 | Cover | 2019 | pulses in closed Block Boundary Road,
Insurance | 98478 Earthq | to Godown Earthquake | Kolkata - 700023
Company uake 25/10/ 1,000.00
Limited 2019 2. Kolkata Shaw Wallace,
Tea Warehouse, Block A,
Hide Road, Kolkata-700034
SBI 0000000 | Marine | 15/07/ | Sugar, rice, Tea, Turnover - | Inland - Anywhere in India
General | 0137288 | Insura | 2019 | and all other food 24,750.00 | to Anywhere in India
Insurance | 60 nce- | to14/_ | grains including Import - Anywhere in world
All 07/202 | pluses of various to Anywhere in India
risk 0 kind
i Export (CIF)- Anywhere in

 

 

 

 

 

India to Anywhere in the
World

Export (FOB)- Anywhere in
India to Anywhere in the
India

Inter depot Transfer-
Anywhere in India to
Anywhere in the India

 

 

 

135
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

For the year 2020-21

 

 

SLN | Name | Policy | Risk Perio | Item Covered Sum Insured, Location of Property

0. | of number | Covered | d Amount
Insuran (Rs, in Lakhs)
ce
Compa
ny

1 |The 9500001 | Fire 20/057 | Stock of 4,200.00 Mumbai Port Trust, 121D,
New 1200300 | Policy 2020 | Various types of Temporary Shed Masjid
India| 000012 to Pulses Bunder, Mumbai - 400003
Assuran 19/05/ Mumbai Port Trust, Haveli
ce Co 2021 Road, Near Sujata
Ltd Refreshment, Reay Road,

Mumbai -400033
Warehouse No -CG-01,

 

Adani Hazira Choryashi
2 | The "950000 | Burglary | 20/057 | Stock of 4,200,00 Mumbai Port Trust, 121D,
New 1120030 | Policy 2020 | Various types of Temporary Shed Masjid
India| 0000058 to Pulses Bunder, Mumbai - 400003
Assuran 19/05/ Mumbai Port Trust, Haveli
ce Co 2021 Road, Near Sujata
Ltd Refreshment, Reay Road,

Mumbai -400033
Warehouse No -CG-01,
Adani Hazira Choryashi

3 The 9500004 | All Risk 30/07/ | Section 1- 500.00 | 28/1 Shakespeare Sarani, 1st
New 8201000 2020 Fire — Building Floor, Room No. 15 & 16,
India 000001 to Kolkata - 700017

Assuran 29/07/ | Section 2A- 30.40
ce Co 2021 Fire — Contents
Ltd

 

 

Section 2B- 30.25
Burglary

 

Section 4- 71.00
Money
Insurance

 

Section 7- 10.00
Damage to
Electronic
equipment

 

Section 14 A - 1.0(
Public Liability
Insurance

 

 

 

 

 

 

 

 

 

 

136
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

4 | The 9500001 | Standard | 30/077 | Building with 150.09 1. Godown No.43A & 43,
New 1200100 | Fireand | 2020 | Furniture, The Calcutta Mumbai Truck
India| 000186 | Special | to Fixture and Terminal, Dhulagarh, Howrah
Assuran Peril 29/07/ | Plant & - 711302
ce Co Policy 2021 | Machinery 2. Godown No. 43B, In the
Ltd name of Uma Agro Exports

Pvt Ltd, The Calcutta
Mumbai Truck Terminal,
Dhulagarh, Howrah- 711302

 

 

5 | The 9500004 | Burglary | 30/077 | Stock of Pulses, 100.00 1. Godown No.43A & 43,
New 6200100 | Policy 2020 | Maize, Rice, The Calcutta Mumbai Truck
India| 000081 TO — | Spices, Black Terminal, Dhulagarh, Howrah
Assuran 29/07) | Matpe, Sugar - 711302
ce Co 2021 | and related 2. Godown No. 43B, In the
Ltd items name of Uma Agro Exports

Pvt Ltd, The Calcutta
Mumbai Truck Terminal,
Dhulagarh, Howrah- 711302

 

6 | The 9500001 | Fire 30/077 | Stock of Pulses, 2750.00 1. P-2 Hyde Road, Baid
New 1200300 | Floater | 2020 | Maize, Rice, International services,
India| 000016 | Policy to Spices, Black Kolkata - 700043
Assuran 29/07/ | Matpe, Onion , 2, 49/5, CG R Road, Block
ce Co 2021 | Sugar and Boundary Road, Kolkata -
Ltd Related items 700023

3, Shaw Wallace, Tea
Warehouse, Block A, Hide
Road, Kolkata-700034

4, Phonex Warehouse , P-
Shed and R Shed ,
Kantapukur, Khidderpore -
700023.

5. Voltas Warehouse, Hyde
Road, Kolkata -700043

 

 

 

 

 

 

 

 

 

 

For FY 2021-22 (Upto the date of this RHP)

 

 

SLN | Name | Policy | Risk Perio | ItemCovered | Sum Insured | Location of Property

0. | of number | Covered | d Amount
Insuran (Rs. in Lakhs)
ce
Compa
ny

1 | The 9500001 | Fire 20/057 | Stock of 4,200.00 | Mumbai Port Trust, 121D,
New 1214300 | Policy 2021 | Various types of Temporary Shed Masjid
India| 000017 to Pulses Bunder, Mumbai - 400003
Assuran 19/05/ Mumbai Port Trust, Haveli
ce Co 2022 Road, Near Sujata
Ltd Refreshment, Reay Road,

Mumbai -400033
Kharpatil Warehouse, A/c
Suyash Commodities, Gavhan
Phata Chirner Road, Near
Parshuram Petrol Pump,
Village Bhom, Taluka uran,
Mumbai - 410206

 

 

 

 

 

 

 

 

 

 

137
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

Warehouse No -CG-01,
‘Adani Hazira Choryashi
The "950000 | Burglary | 20/05/ | Stock of 200,00 | Mumbai Port Trust, 121D,
New | 4621010 | Policy | 2021 | Various types of ‘Temporary Shed Masjid
India| 0000037 to Pulses Bunder, Mumbai - 400003
Assuran 19/05/ Mumbai Port Trust, Haveli
ce Co 2022 Road, Near Sujata
Ltd Refreshment, Reay Road,
Mumbai -400033
Kharpatil Warehouse, A/c
Suyash Commodities, Gavhan
Phata Chirner Road, Near
Parshuram Petrol Pump,
Village Bhom, Taluka uran,
Mumbai - 410206
Warehouse No -CG-01,
Adani Hazira Choryashi
The 9500004 | All Risk | 30/077 | Section 1- 500.00 | 28/1 Shakespeare Sarani, Ist
New — | 8211000 2021 | Fire — Building Floor, Room No. 15 & 16,
India | 000003 to Kolkata - 700017
Assuran 29/07/ | Section 2A- 30.40
ce Co 2022 | Fire — Contents
Ltd
Section 2B- 30.25
Burglary
Section 4- 71.00
Money
Insurance
Section 7- 70.00
Damage to
Electronic
equipment
Section 14 A- T.00
Public Liability
Insurance
The 9500001 | Standard | 30/077 | Building with 150.00 | 1. Godown No43A & 23,
New — | 1218000 | Fireand | 2021 | Furniture, The Calcutta Mumbai Truck
India | 000061 | Special | to Fixture and Terminal, Dhulagarh, Howrah
Assuran Peril 29/07/ | Plant & - 711302
ce Co Policy | 2022 | Machinery 2. Godown No. 43B, In the
Ltd name of Uma Agro Exports
Pvt Ltd, The Calcutta
Mumbai Truck Terminal,
Stocks Sum 100.00 | Dhulagarh, Howrah- 711302
Insured

 

 

 

 

 

 

 

 

138
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

The 9500004 | Burglary | 30/07/ | Stock of Pulses, 100.00 | 1. Godown No.43A & 43,
New 6210100 | Policy 2021 | Maize, Rice, The Calcutta Mumbai Truck
India| 000071 to Spices, Black Terminal, Dhulagarh, Howrah
Assuran 29/07/ | Matpe, Sugar - 711302

ce Co 2022 | and related 2. Godown No. 43B, In the
Ltd items name of Uma Agro Exports

Pvt Ltd, The Calcutta
Mumbai Truck Terminal,
Dhulagarh, Howrah- 711302

 

The 9500001 | Fire 29/077 | Stock of Pulses, 15,000.00 | 1. P-2 Hyde Road, Baid
New 1210400 | Floater | 2021 | Maize, Rice, International services,
India| 000000 | Policy to Spices, Black Kolkata - 700043

Assuran 28/07/ | Matpe, Onion , 2, 49/5, CG R Road, Block
ce Co 2022 | Sugar and Boundary Road, Kolkata -
Ltd Related items 700023

3, Shaw Wallace, Tea
Warehouse, Block A, Hide
Road, Kolkata-700034

4, Phonex Warehouse , P-
Shed and R Shed ,
Kantapukur, Khidderpore -
700023.

5, Voltas Warehouse, Hyde
Road, Kolkata -700043

 

 

 

The 950000 | Burglary | 29/07/ | Stock of Pulses, 15,000.00 | 4. P-2 Hyde Road, Baid
New 4621030 | Policy 2021 | Maize, Rice, International services,
India| 0000003 to Spices, Black Kolkata - 700043

Assuran 28/07/ | Matpe, Onion , 2, 49/5, CG R Road, Block
ce Co 2022 | Sugar etc Boundary Road, Kolkata -
Ltd 700023

3, Shaw Wallace, Tea
Warehouse, Block A, Hide
Road, Kolkata-700034

4, Phonex Warehouse , P-
Shed and R Shed ,
Kantapukur, Khidderpore -
700023.

5. Voltas Warehouse, Hyde
Road, Kolkata -700043

 

 

 

 

 

 

 

 

139
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Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

04-01-2021 2020-21 FPV/S7901552/62/03/005174 Jeep Car 6.28

03-03-2021 2020-21 0000000013728860 Water Damage - Lentils 6.19

20-03-2021 2020-21 0000000013728860 Water Damage - Lentils 1.86

17.05.2021 2021-22 Edelweiss Godown ‘Water Damage — Lentils 0.69

13.09.2021 2021-22 9500011200300000016 Water Damage- Chick 10.05
Peas

22.10.2021 2021-22 0000000018278857 Water Damage- Faba 1.16
Beans

 

Corporate Social Responsibility

We as a responsible corporate citizen are committed to take up different developmental projects, as part of our
Corporate Social Responsibility (“CSR”) initiatives towards improving the quality of lives of the underprivileged
sections of the society and other stakeholders. Our CSR strategies are aligned to national priorities to meet the basic
needs of the local community. Our CSR policy defines the framework for implementing CSR activities in compliance
with Section 135 of the Companies Act, 2013 and rules framed thereunder. The CSR committee has been constituted
as per the applicable act. We demonstrate our commitment towards our communities by committing our resources and
energies to social development and we have aligned our CSR programs with legal requirements under the applicable
Indian laws. In furtherance of the same, we endeavour to undertake CSR activities such as sustainable environment
development, promoting gender equality, ensuring care for senior citizens and differently abled persons, maintaining
cleanliness by installing dustbins, constructing portable toilets, etc. We have spent an amount of 210.16 lakhs and
27.00 lakhs towards our CSR initiatives during FY 2021 and 2020 respectively.

The remainder of this page has been intentionally left blank

141

 
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Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

8 | SBI 000000] Marine 15/07 | Sugar, Rice, Tea 25,200.00 | Inland - Anywhere in India
General | 0023663 | Insurance | 2021 | and all other to Anywhere in India
Insuranc | 934 = Alltisk | to food grains Import - Anywhere in world
e cover 14/07/ | including pulses to Anywhere in India

2022 | of various kind Export (CIF) - Anywhere in
India to Anywhere in World
Export (FOB) - Anywhere in
India to Anywhere in India
Inter Depot Transfer -
Anywhere in India to
Anywhere in India
Inland Container
Movement
Anywhere in India to Any
Where in India

ST 0000000 | Marine | 26/077 | Grains/Seeds/FI 8,580.41 | Anywhere in India to
General | 0237924 | Insurance | 2021 | our/Rice anywhere in India
Insuranc | 41 = Alltisk | to Polish/Sugar & Anywhere in World to
e cover 25/07/ | Other like anywhere in India

2022 | materials

10 | The "950000 | Standard | 01/02/ | Stock of 2,500.00 | Gowthami Warehouse, RRK
New 1120010 | Fireand | 2021 | Various types of Impex & Infra , Plot No. 49,
India| 0000364 | Special | to Pulses New Port area, beach road,
Assuran Peril 31/07/ Kakinada - 533 002.
ce Co Policy 2021 East Godavari District,

Ltd Andhra Pradesh, APO03,
Kakinada - 533002

it | The "950000 | Burglary | 01/02/ | Stock of 2,500.00 | Gowthami Warehouse, RRK
New 4620010 | Policy 2021 | Various types of Impex & Infra , Plot No. 49,
India| 0000194 to Pulses New Port area, beach road,
Assuran 31/07/ Kakinada - 533 002.
ce Co 2021
Ltd

12 | The "950000 | Marine | 08/02/ | Sugar 2,500.00 | Any Port in India to Any Port
New 2120020 | Cargo 2021 in Pakistan
India| 0000044 | Open to
Assuran Policy 07/02/
ce Co 2022
Ltd

 

 

 

Details of insurance claim made and amount received thereof for the past 3 years and as on the date of this RHP are

 

 

 

 

 

 

 

 

 

 

as under:
Date Fiscal Year Policy No. Nature of Claim Rs. In Lakhs
30-01-2019 2018-19 0311001117P106085376 Water Damage - Pulses 6.98
13-03-2019 2018-19 0830011248 Water Damage - Lentils 6.54
25-08-2020 2020-21 0000000013728860 Water Damage - Lentils 1.31
16-10-2020 2020-21 0000000013728860 Water Damage - Lentils 8.36
16-10-2020 2020-21 0000000013728860 Water Damage - Lentils 1.48

 

 

140

 
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Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

KEY INDUSTRIAL REGULATIONS AND POLICIES

The following description is a summary of certain sector-specific relevant laws and regulations as prescribed by the
Government of India, state governments and other governmental authorities which are applicable to the business and
operations of our Company. The description of laws and regulations set out below is not exhaustive and is only
intended to provide general information to the investors. The information in this section is neither designed nor
intended to be a substitute for professional legal advice and investors are advised to seek independent professional
legal advice.

The statements below are obtained from publications available in the public domain based on the current provisions
of applicable Indian law, and the judicial, regulatory and administrative interpretations thereof, which are subject to
change or modification by legislative, regulatory, administrative, quasi-judicial or judicial decisions/actions and our
Company or the BRLM are under no obligation to update the same.

A.

Industry Related Laws and Regulations

The Agricultural and Processed Food Products Export Development Authority Act, 1985 and rules
thereunder, as amended

The Agricultural and Processed Food Products Export Development Authority Act, 1985 (“Act”) provides for
the development and promotion of exports of agricultural and processed food products listed in the schedules of
the Act. This Act mandates registration of persons that deal in the export of agricultural and processed food
products such as inter alia fruits, vegetables, basmati rice, etc. with the Agricultural and Processed Food Products
Export Development Authority.

Agriculture Produce (Grading & Marking) Act, 1937 (the “Agriculture Produce (Grading & Marking) Act”)

The Agriculture Produce (Grading & Marking) Act provides for the grading and marking of agricultural and
other produce. The Central Government has been authorized to make rules for fixing grade designations to
indicate the quality of any article to which the provisions of the Act apply. It can also specify ‘grade designation
marks’ to represent particular grade designations. The Act empowers the central government to authorize the
interested parties to grade and specify conditions regarding manner of marking and packaging and related
matters.

The Central Government under the Act has formulated General Grading and Marking Rules, 1988 (hereinafter
referred to as the “Rules”) prescribing the procedure of availing, renewing and changing authorization to grade
and mark an article under the provisions of the Act. The Rules also prescribe the various grades which can be
used under the Act and the manner of using the said grades and the manner of packing and labelling a product
on which such grade has to be marked. The Rules also provide the procedure of registering a customer grievance
and the manner of disposal of the same by the Agricultural Marketing Adviser, powers of the Agricultural
Marketing Adviser, etc.

Farmers’ Produce Trade and Commerce (Promotion and Facilitation) Act, 2020 (“the FPTC Act”)

The FPTC Act allows farmers and traders to trade outside of designated trade areas defined under various
agriculture produce marketing committee (“APMC”) laws enacted by different State legislatures of India. It
allows for intra-State and inter-State trade in farmers’ produce including dairy. A trader is defined as one who
buys farmers’ produce by way of inter-State trade or intra-State trade or a combination thereof, either for self or
on behalf of one or more persons for the purpose of wholesale trade, retail, end-use, value addition, processing,
manufacturing, export, consumption or for such other purpose. It also permits the operation of electronic trading
in farmers produce outside of the purview of APMCs. Companies, body corporates, farmer produce associations
and cooperatives may engage in electronic trading. It prohibits State governments from levying any market fee,
cess, or levy on electronic trading of farmers’ produce conducted outside already designated trade areas. It also
provides for a dispute resolution mechanism for resolving any dispute between farmers and traders.

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The Farmers (Empowerment and Protection) Agreement on Price Assurance and Farm Services Act, 2020

This Act provides for farming agreements that protects and empowers farmers to engage with agri-business
firms, processors, wholesalers, exporters or large retailers for farm services and sale of future farming produce
at a mutually agreed remunerative price framework in a fair and transparent manner. The parties of a farming
agreement may identify and require as a condition for the performance of such agreement, compliance with
mutually acceptable quality, grade and standards of a farming produce.

The Essential Commodities Act, 1955 (the “ECA” or the “Act”)

The Central Government has been given the power to regulate and control the production, supply and
distribution, trade and commerce of essential commodities as specified in the Schedule to the Act. Section 3 of
the ECA confers wide powers on the Central Government including the power to mandate that licenses and
permits be issued for the production and manufacture of certain commodities, power to regulate the supplies of
essential commodities for securing their equitable distribution and the power to control the price at which
essential commodities may be bought and sold. The State Government has been brought under the ambit of the
Act and its authorities and officers may be directed to exercise the powers and carry out the duties as mandated
under the Act, for the regulation of essential commodities. The Act also prescribes penal consequences for
violations of the provisions mentioned therein.

State Legislations on Agriculture Produce Marketing Committee

Under the provisions of local legislations on agricultural produce and livestock marketing, a market
committee/board, which is vested with diverse power to develop and regulate the market for agricultural produce
(including livestock), is set-up in the states. Such legislations give freedom to the agriculturists to sell their
produce, encourage investment in developing markets and marketing infrastructure, promote emergence of
multiple channels for competitive marketing, encourage agri-processing and agricultural export, and/or enhance
transparency in trade operations and price settlement mechanism. There are also penalties prescribed in the form
of monetary fine or imprisonment for violation of these legislations.

The Spices Board Act, 1986

This Act provides for the development, promotion and regulation of export of spices like coriander, cumin,
turmeric, etc. The governing authority under the Act is the Spices Board. Section 12 of the Act states that for
commencing or carrying on the business of export of spices, the exporter shall procure a certificate in accordance
with the provisions of the Act. The Central Government may, by notification in the Official Gazette, permit
anybody or other agency to commence or carry on the business of export of spices without a certificate.

The Food Safety and Standards Act, 2006 (“FSSA” or the “Act”) and rules and regulations framed
thereunder

The FSSA is a comprehensive legislation that has empowered the Central Government to establish a body known
as the Food Safety and Standards Authority of India to exercise the powers conferred on and perform the
functions assigned to it, under the Act. Its duty involves the regulation and monitoring of the manufacturing,
processing, distribution, sale and import of food so as to ensure its safety. The Act prohibits addition of food
additives or processing aids to the food articles, which are not in accordance with the regulations made
thereunder. The Food Safety and Standards Rules, 2011 (“FSSR”), provide, among other things, the
qualifications mandatory for the posts of the commissioner of food safety, the food safety officer and the food
analyst, their respective duties, and the procedure for taking extracts of documents, sampling and analysis. In
order to address certain specific aspects of the FSS Act, FSSAI has framed inert alia regulations, such as the
following:

(a) Food Safety and Standards (Licensing and Registration of Food Businesses) Regulations, 2011;

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(b) Food Safety and Standards (Packaging and Labelling) Regulations, 2011;

(c) Food Safety and Standards (Prohibition and Restriction on Sales) Regulations, 2011;
(d) Food Safety and Standards (Import) Regulations, 2017;

(e) Food Safety and Standards (Advertising and Claims) Regulations, 2018; and

The Bureau of Indian Standards Act, 2016

The Bureau of Indian Standards Act, 2016 (the “BIS Act”) provides for the establishment of the Bureau of Indian
Standards (“BIS”) for the development of the activities, inter alia, standardization, marking and quality
certification of goods. Functions of the BIS include, inter-alia, (a) recognizing as an Indian standard, any standard
established for any article or process by any other institution in India or elsewhere; (b) specifying a standard
mark to be called the Bureau of Indian Standards Certification Mark which shall be of such design and contain
such particulars as may be prescribed to represent a particular Indian standard; and (c) conducting such inspection
and taking such samples of any material or substance as may be necessary to see whether any article or process
in relation to which the standard mark has been used conforms to the Indian Standard or whether the standard
mark has been improperly used in relation to any article or process with or without a license.

Legal Metrology Act, 2009

The Legal Metrology Act, 2009 (“Act”), received the assent of the President of India on January 13, 2010. The
Act governs the standards/units/denominations used for weights and measures as well as for goods which are
sold or distributed by weights, measures or numbers. It also states that any transaction/contract relating to
goods/class of goods shall be as per the weights/measurements/numbers prescribed under the Act. Every unit of
weight or measure shall be in accordance with the metric system based on the international system of units. Using
or keeping any weight or measure otherwise than in accordance with the provisions of the said Act is an offence,
as is considered as tampering or altering any reference standard, secondary standard or working standard.
Moreover, the Act prohibits any person from quoting any price, issuing any price list, cash memo or other
document, in relation to goods or things, otherwise than in accordance with the provisions of this Act. The
administration of the Act and regulation of pre-packaging of commodities is done with the help of Legal
Metrology (Packaged Commodities) Rules, 2011, (the “Rules”) which require every manufacturer, packer and
importer who pre-packs or imports any commodity for sale, distribution or delivery to get himself registered
under these Rules. Additionally, the Rules also bar anyone from pre-packing or causing or permitting pre-
packaging any commodity for sale, distribution or delivery unless a declaration in respect to such pre-packaging
has been made on the package in accordance with these Rules.

Standards of Weights and Measures Act, 1976

The Standards of Weights and Measures Act, 1976 (the “Act”) was enacted to regulate trade or commerce in
weights, measures and other goods which are sold or distributed by weight, measure or number and to provide
for such matters as may be connected thereto. The Act enumerates the specific base units to measure goods and
products. Any offence under this Act is punishable with imprisonment or fine or with both based on the type of
violation.

Consumer Protection Act, 2019

The Consumer Protection Act, 2019 (“COPRA”) will repeal the existing Consumer Protection Act, 1986, and
shall come into force on such date as the Central Government may, by notification, appoint. The Consumer
Protection Act, 1986 provides a mechanism for the consumer to file a complaint against a service provider in
cases of unfair trade practices, restrictive trade practices, deficiency in services, price charged being unlawful
and food served being hazardous to life. It also places product liability on a manufacturer or product service
provider or product seller, to compensate for injury or damage caused by defective product or deficiency in
services. It provides for a three tier consumer grievance redressal mechanism at the national, state and district

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levels. Non-compliance of the orders of the redressal commissions attracts criminal penalties. The COPRA will,
inter alia, introduce a Central Consumer Protection Council to promote, protect and enforce the rights of
consumers executive agency to provide relief to a class of consumers. The COPRA will bring e-commerce
entities and their customers under its purview including providers of technologies or processes for advertising or
selling, online market place or online auction sites. The COPRA will also provide for mediation cells for early
settlement of the disputes between the parties.

Information Technology Act, 2000

The Information Technology Act, 2000 (the “IT Act”) creates a liability on a body corporate which is negligent
in implementing and maintaining reasonable security practices and procedures, and thereby causing wrongful
loss or wrongful gain to any person, while possessing, dealing with, or handling any sensitive personal data or
information in a computer resource owned, controlled or operated by it but affords protection to intermediaries
with respect to third party information liability. The IT Act also provides for civil and criminal liability including
compensation, fines, and imprisonment for various computer related offences. These include offences relating
to unauthorised disclosure of confidential information and committing of fraudulent acts through computers,
tampering with source code, unauthorised access, publication or transmission of obscene material etc. The IT
Act empowers the Government of India to formulate rules with respect to reasonable security practices and
procedures and sensitive personal data. Additionally, the IT Act empowers the Government of India to direct
any of its agencies to intercept, monitor or decrypt any information in the interest of sovereignty, integrity,
defence and security of India, among other things. In April 2011, the Department of Information Technology
under the Ministry of Communications and Information Technology notified the Information Technology
(Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules 2011 under
Section 43A of the IT Act and the Information Technology (Intermediaries Guidelines) Rules, 2011 under
Section 79(2) of the IT Act.

Electricity Act, 2003

The Electricity Act, 2003 (the “Electricity Act”) was enacted to regulate the generation, transmission,
distribution, trading and use of electricity by authorising a person to carry on the above acts either by availing a
license or by seeking an exemption under the Electricity Act. Additionally, the Electricity Act states no person
other than Central Transmission Utility or State Transmission Utility, or a licensee shall transmit or use electricity
at a rate exceeding 250 watts and 100 volts in any street or place which is a factory within the meaning of the
Factories Act, 1948 or a mine within the meaning of the Mines Act, 1952 or any place in which 100 or more
persons are ordinarily likely to be assembled. An exception to the said rule is given by stating that the applicant
shall apply by giving not less than 7 days’ notice in writing of his intention to the Electrical Inspector and to the
District Magistrate or the Commissioner of Police, as the case may be, containing the particulars of electrical
installation and plant, if any, the nature and purpose of supply of such electricity. The Electricity Act also lays
down the requirement of mandatory use of meters to regulate the use of electricity and authorises the commission
so formed under the Electricity Act, to determine the tariff for such usage. The Electricity Act also authorises
the State Government to grant subsidy to the consumers or class of consumers it deems fit from paying the
standard tariff required to be paid. The Electricity Act also states the mechanism for seeking judicial relief by
setting up an Appellate Tribunal and laying down the process to seek justice against the orders of the commission
established under the Electricity Act.

Shops and Establishments Legislations

Establishments are required to be registered under the provisions of local shops and establishments legislations
applicable in the states where such establishments are set up. Such legislations regulate the working and
employment conditions of workers employed in such shops and establishments including commercial
establishments and provide for fixation of working hours, rest intervals, overtime, holidays, leave, termination
of service, maintenance of shops and establishments and other rights and obligations of the employers and
employees. Shops and establishments have to be registered under the shops and establishments legislations of
the respective states where they are located.

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Municipality Laws

Pursuant to the Constitution (Seventy-Fourth Amendment) Act, 1992, the respective state legislatures in India
have power to endow the municipalities with power to implement schemes and perform functions in relation to
matters listed in the Twelfth Schedule to the Constitution of India. The respective States of India have enacted
laws empowering the municipalities to issue trade license for operating stores and implementation of regulations
relating to such license along with prescribing penalties for non-compliance.

Sale of Goods Act, 1930

The Sale of Goods Act, 1930 (the “Sale of Goods Act”) governs contracts relating to the sale of goods. The
contracts for sale of goods are subject to the general principles of the law relating to contracts. A contract for
sale may be an absolute one or based on certain conditions. The Sale of Goods Act contains provisions in relation
to the essential aspects of such contracts, including the transfer of ownership of goods, delivery of goods, rights
and duties of the buyer and seller, remedies for breach of contract and the conditions and warranties implied
under a contract for the sale of goods.

B. Tax Related Laws
The Customs Act, 1962 and the Private Warehouse Licensing Regulations, 2016

The provisions of the Customs Act, 1962, as amended (the “Customs Act”) apply at the time of import or export
of goods. Under the Customs Act, the Central Board of Excise and Customs (““CBEC”) is empowered to appoint,
by notification, inter alia, ports or airports as customs ports or customs airports and places as the Inland Container
Depot (“ICD”). Section 45 of the Customs Act lays down that all imported goods unloaded in a customs area
shall remain in the custody of the person approved by the Commissioner of Customs until they are cleared for
home consumption or warehouse or transhipped. The said Act contains provision for levying the custom duty on
imported goods, export goods, goods which are not cleared, goods warehoused or transhipped within 30 days
after unloading etc. It also provides for storage of imported goods in warehouses pending clearance, for goods
in transit etc., subject to prescribed conditions.

The Private Warehouse Licensing Regulations, 2016 (the “Warehouse Licensing Regulations”) provides for the
licensing of private warehouses by the principal commissioner of customs or the commissioner of customs. The
Warehouse Licensing Regulations lay down the conditions to be fulfilled for an applicant to be granted a license
and also provide for the term of the license, its non-transferable nature and the procedure for its surrender.

Finance Act, 2021

The Finance Act, 2021 received the assent of the President on March 28, 2021 and came into force on April 1,
2021 to give effect to the financial proposals of the Central Government for the financial year 2021-22. This Act
contains necessary amendments in direct and indirect taxes signifying the policy decisions of the Union
Government for the year 2021-22.

Income Tax Act, 1961

The Income Tax Act, 1961 is applicable to every domestic and foreign company whose income is taxable under
the Provisions of this Act or Rules made under it depending upon its “Residential Status” and “Type of income”
involved. Under Section 139(1), every company is required to file its Income Tax Return for every Previous
Year by October 31 of the Assessment Year. Other compliances like those relating to tax deductions and
exemptions, fringe benefit tax, advance tax and minimum alternative tax, etc., are also required to be complied
with by every company.

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Goods and Service Tax (GST)

Goods and Service Tax (GST) is levied on supply of goods or services or both jointly by the Central and State
Governments. It is governed by the GST Council and provides for the imposition of tax on the supply of goods
or services and will be levied by the Centre on intra-State supply of goods or services and by the States including
Union Territories. A destination-based consumption tax GST would be a dual GST with the Centre and State
simultaneously levying tax with a common base. The GST law is enforced by various laws, namely the Central
Goods and Services Act, 2017 (CGST), State Goods and Services Tax Act, 2017 (SGST), Union Territory Goods
and Services Act, 2017 (UTGST), Integrated Goods and Services Tax Act, 2017 (IGST) and Goods and Services
Tax (Compensation to States) Act, 2017 and various rules made thereunder.

These enactments replace the following indirect taxes and duties at the Central and State levels: Central Excise
Duty, Duties of Excise, additional duties on excise — goods of special importance— special additional duty of
customs, Service Tax, Central and State Surcharges and cesses relating to the supply of goods and services, State
VAT, Central Sales Tax, Luxury Tax, Entry Tax, etc.

The West Bengal Goods and Services Tax Act, 2017

The West Bengal Goods and Services Tax Act, 2017 makes provisions for the levy and collection of intra-state
supply of goods or services or both within the State of West Bengal and the matters connected therewith or
incidental thereto. The Act details the scope of supply, the levy and collection of tax, exemptions from tax,
registration, returns, and other such related or incidental matters.

West Bengal State Tax on Professions, Trades, Callings and Employments Act, 1979

Every person engaged in any profession, trade, callings and employment is liable to pay tax at the rate prescribed
by the State Government of West Bengal. It is considered necessary to levy tax on profession, trade callings and
employment in order to augment state revenues, and every state is empowered by the Constitution of India to
make laws relating to the levy of taxes on professions, trades, callings and employments that shall serve as the
governing provisions in that state.

C. Foreign Investment related Laws and Regulations

Foreign investment in Indian securities is governed by the provisions of the Foreign Exchange Management Act,
1999 (“FEMA”) read with the applicable FEM Rules. FEMA replaced the erstwhile Foreign Exchange
Regulation Act, 1973. Foreign investment is permitted (except in the prohibited sectors) in Indian companies,
either through the automatic route or the government approval route, depending upon the sector in which foreign
investment is sought to be made. The DIPP (now DPIIT) makes policy pronouncements on FDI through press
notes and press releases which are notified by the RBI as amendments to the FEM Rules. In case of any conflict,
the FEM Rules prevail. Therefore, the regulatory framework, over a period of time consists of acts, regulations,
press notes, press releases, and clarifications among other amendments. The DIPP (now DPIIT) issued the FDI
Policy which consolidates the policy framework on FDI issued by DIPP (now DPIIT), in force on August 28,
2017 and reflects the FDI policy as on August 28, 2017. The FDI Policy consolidates and subsumes all the press
notes, press releases, and clarifications on FDI issued by DIPP (now DPIIT). As per the FDI Policy, FDI up to
100% is permitted in wholesale trading under automatic route and upto 51% is permitted in multi brand retail
trading under the government route subject to certain conditions prescribed under FDI policy. As per the Press
Note No. 3 of 2020 dated April 17, 2020 issued by the DIPP, has amended the FDI Policy to include restrictions
on entities belonging to 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, where they can invest only under the
Government route. Further, a citizen of Pakistan or an entity incorporated in Pakistan can invest, only under the
Government route, in sectors/activities other than defence, space, atomic energy and sectors/activities prohibited
for foreign investment.

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The Foreign Exchange Management Act, 1999

Foreign investment in India is primarily governed by the provisions of the Foreign Exchange Management Act,
1999 (“FEMA”) and the rules, regulations and notifications thereunder, as issued by the Reserve Bank of India
from time to time. The RBI, in exercise of its power under the FEMA, has notified the Foreign Exchange
Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 by Notification No.
FEMA. 395/2019-RB dated October 17, 2019 (“FEMA Rules”) to prohibit, restrict, or regulate transfer by or
issue security to a person resident outside India. As laid down by the FEMA Rules, no prior consents and
approvals are required from the RBI for Foreign Direct Investment (“FDI”) under the “automatic route” within
the specified sectoral caps. In respect of all industries not specified as FDI under the automatic route, and in
respect of investment in excess of the specified sectoral limits under the automatic route, approval may be
required from the RBI. At present, the FDI Policy does not prescribe any cap on the foreign investments in the
sector in which the Company operates. Therefore, foreign investment up to 100% is permitted in the Company
under the automatic route.

The Foreign Trade (Development and Regulation) Act, 1992 and the Rules framed thereunder

The Foreign Trade (Regulation and Development) Act, 1992 (“FTA”), and the rules framed thereunder, is the
main legislation concerning foreign trade in India. The FTA read along with Foreign Trade (Regulation) Rules,
1993 provides for the development and regulation of foreign trade by facilitating imports into, and augmenting
exports from, India and for matters connected therewith or incidental thereto. As per the provisions of FTA, the
Government:- (i) may make provisions for facilitating and controlling foreign trade; (ii) may prohibit, restrict
and regulate exports and imports, in all or specified cases as well as subject them to exemptions; (iii) is authorised
to formulate and announce an export and import policy and also amend the same from time to time, by
notification in the Official Gazette; (iv) is also authorised to appoint a ‘Director General of Foreign Trade’ for
the purpose of the Act, including formulation and implementation of the Export-Import Policy.

The FTA prohibits anybody from undertaking any import or export under an Importer-Exporter Code member
(“IEC”) granted by the Director General of Foreign Trade pursuant to Section 7. Hence, every entity in India
engaged in any activity involving import/export is required to obtain an IEC unless specifically exempted from
doing so. The IEC shall be valid until it is cancelled by the issuing authority.

Agriculture Export Policy

The Government of India introduced a comprehensive Agriculture Export Policy in December 2018, with the

following objectives:

i. To diversify the country’s export basket, destinations and boost high value and value added agricultural
exports, including focus on perishables.

ii. To promote novel, indigenous, organic, ethnic, traditional and non-traditional agri products exports.

iii. To provide an institutional mechanism for pursuing market access, tackling barriers and dealing with
sanitary and phytosanitary issues.

iv. To strive to double India’s share in world agri exports by integrating with global value chains.
v. To enable farmers to get benefit of export opportunities in overseas market.

The Agricultural and Processed Food Products Export Development Authority (APEDA) has signed multiple
MoUs with different institutions engaged in agri trade and agri infrastructure to foster cooperation in the areas
of critical technology intervention requirements for organic as well as chemical/ residue free production systems;
development of Common Processing Centres; effectively supporting the entire value chain system in clusters
identified under the Agriculture Export Policy (AEP); developing pre-production, production, post harvesting,
primary processing, secondary processing and transportation/ distribution guidelines for all the stakeholders
including farmers to meet international compliances, capacity building of various stakeholders and providing

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countries. It also seeks to simplify the law relating to transfer of ownership of trademarks by assignment or
transmission and to align the law with international practice.

In March 2017, the Trade Marks Rules, 2017 (“Trade Mark Rules”) were notified, in supersession of the Trade
Marks Rules, 2002. The Trade Marks Rules brought with them some changes in the application process, in terms
of an increase in application fees and common formats for multiple kinds of applications. However, the e-filing
process has been incentivized by providing lower application fees.

F. General Corporate and Other Allied Laws
Apart from the above list of laws which is inclusive in nature and not exhaustive — general laws like the Indian
Contract Act, 1872, Specific Relief Act, 1963, Negotiable Instruments Act, 1881, Anti-Trust law such as

Competition Act, 2002 and corporate Acts namely Companies Act, 1956 and Companies Act, 2013 are also
applicable to the Company.

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technical support to tribal farmers & groups, federations, organizations working with farmers, engaging
cooperatives involved in agricultural production for improving the quality of agri-produce, its consolidation and
export for better price realization to the farmers; facilitating necessary certifications for agri-produce/ organic
produce; capacity development of agri-processing and allied cooperative societies/SHGs; showcasing the
products and services being produced/offered by agri-produce/processing cooperatives in the Indian and global
markets, etc.

Such MoUs are expected to facilitate the development of clusters identified under the AEP, thus benefiting the
farmers in those clusters and promoting agri exports from the country.

D. Labour Laws

The following is an indicative list of the labour laws which may be applicable to our Company due to the nature
of the business activities:

i) Payment of Gratuity Act, 1972.

ii) Employees’ State Insurance Act, 1948.

iii) Employee Provident Funds and Miscellaneous Provisions Act, 1952.

iv) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
E. Intellectual Property Laws

Information Technology Act, 2000

The Information Technology Act, 2000 (the “IT Act’) creates a liability on a body corporate which is negligent
in implementing and maintaining reasonable security practices and procedures, and thereby causing wrongful
loss or wrongful gain to any person, while possessing, dealing with, or handling any sensitive personal data or
information in a computer resource owned, controlled or operated by it but affords protection to intermediaries
with respect to third party information liability. The IT Act also provides for civil and criminal liability including
compensation, fines, and imprisonment for various computer related offences. These include offences relating
to unauthorised disclosure of confidential information and committing of fraudulent acts through computers,
tampering with source code, unauthorised access, publication or transmission of obscene material etc. The IT
Act empowers the Government of India to formulate rules with respect to reasonable security practices and
procedures and sensitive personal data. Additionally, the IT Act empowers the Government of India to direct
any of its agencies to intercept, monitor or decrypt any information in the interest of sovereignty, integrity,
defence and security of India, among other things. In April 2011, the Department of Information Technology
under the Ministry of Communications and Information Technology notified the Information Technology
(Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules 2011 under
Section 43A of the IT Act and the Information Technology (Intermediaries Guidelines) Rules, 2011 under
Section 79(2) of the IT Act.

Trade Marks Act, 1999

Indian trademark law permits the registration of trademarks for goods and services. The Trade Marks Act, 1999
(“Trade Mark Act”) governs the statutory protection of trademarks and for the prevention of the use of fraudulent
marks in India. An application for trademark registration may be made by individual or joint applicants and can
be made on the basis of either use or intention to use a trademark in the future. Once granted, trademark
registration is valid for ten years, unless cancelled, and may be renewed indefinitely upon payment of renewal
fees every ten years. If not renewed after ten years, the mark lapses and the registration has to be restored. The
Trade Mark (Amendment) Act, 2010 has been enacted by the Government to amend the Trade Mark Act to
enable Indian nationals as well as foreign nationals to secure simultaneous protection of trademark in other

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HISTORY AND CERTAIN CORPORATE MATTERS

Uma Exports Limited (“Company” or “Issuer”) was originally incorporated as ‘Uma Exports Private Limited’ on
March 9, 1988 as a private limited company under the Companies Act, 1956 with the Registrar of Companies, West
Bengal. Subsequently, pursuant to a special resolution of our Shareholders passed in an extra-ordinary general meeting
dated December 14, 2009 our Company was converted from a private limited company to a public limited company
and consequently the name of our Company was changed to ‘Uma Exports Limited’, and a fresh certificate of
incorporation dated March 25, 2010 was issued to our Company by the Registrar of Companies, West Bengal. The
corporate identification number of our Company is U14109WB1988PLC043934.

Change in registered office of our Company

The registered office of our Company was originally situated at P-41, Prince P Street, Suite No. 522, 5 Floor, Kolkata-
700 072. Thereafter, the registered office of our Company was changed to the following address:

 

 

 

 

Date of Change New address Reason for Change

January 7, 2003 28/1, Shakespeare Sarani, Ganga Jamuna Apartments, 10" Floor, _ Administrative Purpose
Kolkata 700 017, West Bengal, India.

‘April 1, 2004 28/1, Shakespeare Sarani, Ganga Jamuna Apartments, 3% Floor, _ Administrative Purpose
Kolkata 700 017, West Bengal, India.

March 14,2011 28/1, Shakespeare Sarani, Ganga Jamuna Apartments, 1* Floor, _ Administrative Purpose

Kolkata 700 017, West Bengal, India.

 

Main Objects of our Company
The main objects of our Company are as follows:

a) “To carry on business of export, import, buying, selling, processing, and trading of agricultural commodities of
all kinds such as wheat, maize, rice, sugar, pulses, seeds, tea, coffee or any other agro commodities or produce
whatsoever including processed foods, and all kinds of poultry, diary, piggery, farm, and garden produces and
to process, treat, assemble and alter all type of agricultural commodities.

 

b

To carry on business of exporters, importers, buyers, sellers, processors, cultivators, mediators’ broker, agents,
consignments agents, marketing agents, commission agents, distributors, suppliers, factors, traders, stockiest,
advisors, partner of and dealers in all kind of industrial consumer (both durable and non-durable) and
intermediate products of any kinds of merchandise goods including ferrors and non ferrors items in particular
and others allied items thereof.

Amendments to the Memorandum of Association

The following amendments have been made to the Memorandum of Association of our Company in the last ten (10)
years:

 

Date of shareholder’s Nature of amendments

 

 

resolution

September 1, 2021 The main object clause of our Memorandum of Association was amended vide Special Resolution
passed at the Annual General Meeting of the Company held on September 1, 2021.

July 7, 2021 The capital clause of our Memorandum of Association was substituted to reflect the increase in

authorised share capital of our Company from @ 25,00,00,000 divided into 2,50,00,000 Equity
Shares of % 10 each to %40,00,00,000 divided into 4,00,00,000 Equity Shares of 710 each.

 

Corporate profile of our Company
For details regarding the description of our Company’s activities, services, products, market, growth, technology,

managerial competence, standing with reference to prominent competitors, major suppliers, distributors and
customers, segment, capacity/facility creation, capacity built-up, location of manufacturing facilities, marketing and

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competition, please refer to the chapters titled “Our Business”, “Our Management” and “Management's Discussion
and Analysis of Financial Position and Results of Operations” on pages 118, 157 and 251 respectively, of this
Prospectus.

Major Events and Milestones

The table below sets forth some of the key events, milestones in our history since its incorporation.

 

 

 

 

 

Year Events

1988 Incorporation of our Company as a private company with the name “Uma Exports Private Limited” with the
business of export of building materials ie., Marble, Granite, Marble Chips, etc to the neighbouring country
Bangladesh.

1992 Our Company obtained Importer Exporter Code

1997 Our Company diversified business from trading in building materials to trading in agricultural produce and
commodities

1997 Our Company received a certificate of membership from Agricultural and Processed Food Products Export

Development Authority to act as merchant-exporter for floriculture, vegetable seeds, basmati rice, wheat, herbal
and medicinal plants etc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1998 ‘Our Company was granted a certificate of recognition as “Export House” by Ministry of Commerce and Industry.

2007 Our Company was granted a certificate of recognition as “Star House” by Ministry of Commerce and Industry.

2009 Our Company was granted a certificate of recognition as “Trading House” by Ministry of Commerce and Industry.

2009 Our Company was converted from a private limited company into a public limited company and consequently the
name of our Company was changed from “Uma Exports Private Limited” to “Uma Exports Limited” to reflect such
change.

2010 Our Company set up facility for processing of dal and pulses at Dhulagori, Kolkata

2014 Our Company received a certificate of registration from Spices Board to act as merchant-exporter of spices.

2014 ‘Acquisition of 100% shareholding of U.E.L International FZE, a company registered in the UAE.

2015 Our Company was granted a certificate of recognition as “Two Star Export House” by Ministry of Commerce and
Industry.

2015 Our Company received a certificate of membership from Food Safety & Standards Authority of India (FSSAD

2018 Our Company received a certificate of registration from Coffee Board to act as merchant-exporter of coffee.

2019 Incorporation of a wholly owned subsidiary Uma Export Pte. Ltd. in Singapore

2020 Our Company received a certificate of registration from National Federation of Farmers Procurement Processing
& Retailing Cooperatives of India Limited for supply of rice, sugar, salt, pulses, spices etc on pan India basis.

2020 Our Company received a certificate of registration from National Cooperative Consumers Federation of India
Limited to act as importer & exporter of non-food items (agro products).

2021 Siriking off of the wholly owned subsidiary incorporated in Singapore i.e. Uma Export Pte. Lid.

 

Awards and Accreditations
Our Company has not received any Awards or Accreditations.
Defaults or Rescheduling of Borrowings with Financial Institutions/ Banks

There are no defaults or rescheduling of borrowings from financial institutions or banks or conversion of loans into
equity in relation to our Company.

Details regarding material acquisition or disinvestments of business / undertakings, mergers, amalgamation

Except as stated below, our Company has not made any business acquisition, merger and amalgamation or
disinvestment of business in the last ten (10) years.

Acquisition of U.E.L. International FZE (erstwhile Sonia International FZE)
U.E.L International FZE (erstwhile Sonia International FZE) is company registered in the UAE and Mr. Mohan

Mohan Kumar Srinivas Pacheriwala held the 100% shareholding in it. Our Company executed a share purchase
agreement dated November 13, 2014 with Mr. Mohan Kumar Srinivas Pacheriwala for acquiring 100% shareholding

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in U.E.L International FZE on a deferred payment basis. On December 7, 2014, the entire share capital of U.E.L
International FZE was acquired by our Company and U.E.L International FZE became our wholly owned subsidiary.
Registration number of U.E.L International FZE is 5006520. For more information of the acquisition, please refer to
“History and Certain Corporate Matters - Material Agreements” on page 154 of this Prospectus. An amount of
Rs.10.00 Lakhs (approx.) has been capitalised in respect of expenses for acquisition of the subsidiary and related
expenses.

The registered office of U.E.L International FZE is situated at FDRK0757 Compass Building, Al Shohada Road, AL
Hamra Industrial Zone - FZ, Ras Al Khaimah, United Arab Emirates.

U.E.L International FZE is majorly engaged in the business of trading in sugar and spices.

The issued, subscribed and paid up share capital of U.E.L International FZE is AED 1,00,000 divided into 1 equity
share of AED 1,00,000 each.

The following table sets forth details of the shareholding of U.E.L:

 

 

 

S.No. Name of the Shareholder Number of Equity Shares Percentage of total shareholding (%)
1. Uma Exports Limited 1 100%
Total 1 100%

 

Revaluation of assets

No revaluation of assets was done by the Company except for the purpose of compliance for adoption of the IND-AS
for the first time for the financial year ended March 31, 2021.

Holding Company

As on the date of this Prospectus, our Company does not have a holding company.
Subsidiaries of our Company

Our Company has a wholly owned subsidiary, namely U.E.L. International FZE.
Details of revenue and profit from the subsidiary:

Name of Subsidiary: U.E.L International FZE

 

 

 

 

(Rs. in Lakhs)
Particulars 2020-21 2019-20
Revenue 3,908.00 16,594.79
Profit 14.92 5.48
Converted from USD to INR @ 73.50 75.38

 

 

 

 

 

For further details, please refer to the chapter titled, “Our Subsidiary” at page 155 of this Prospectus.
Any special rights are available to certain shareholders and would continue post listing

The Company has not granted any special rights to any shareholders, and thus, there is no such right to continue post
listing.

Associate or Joint ventures of our Company

As on the date of this Prospectus, our Company does not have any joint ventures or Associate Companies.

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Strategic and Financial Partners

As on date of this Prospectus our Company does not have any strategic and financial partners.

Shareholders and Other Agreements

There are no shareholders and other material agreements entered into by us.

Agreements with key managerial personnel or a Director or Promoter or any other employee of the Company

There are no agreements entered into by a Key Managerial Personnel or Director or Promoter or any other employee
of our Company, either by themselves or on behalf of any other person, with any shareholder or any other third party
with regard to compensation or profit sharing in connection with dealings in the securities of our Company.

Guarantees given by Promoter offering its shares in the Offer for Sale
This is a fresh issue of Equity Shares and our Promoters is not offering his shares in this Issue.
Material Agreements

Except as stated below, our Company has not entered into any material agreements with strategic partners, joint
venture partners and/or financial partners, other than in the ordinary course of business of our Company.

i. Share Purchase Agreement dated November 13, 2014 with Mr. Manoj Kumar Srinivas Pacheriwala

Our Company had entered into a share purchase agreement dated November 13, 2014 (“Agreement”) with Mr. Manoj
Srinivas Pacheriwala (“Seller”) for the purchase of 100% share capital of U.E.L International FZE, constituting one
(1) share for certain purchase consideration to be paid on a deferred consideration basis. The parties to the Agreement
had agreed that the purchase consideration would be paid to the Seller within 48-60 months of writing off of the debts
of U.E.L International FZE not recoverable from the erstwhile debtors and subject to no litigation arising in relation
to related party dues in any part of the world. As on date of this Prospectus the purchase consideration has not been
remitted by our Company. An amount of Rs.10.00 Lakhs (approx.) has been capitalised in respect of expenses for
acquisition of the subsidiary and related expenses.

In relation to the acquisition of U.E.L International FZE, our Company has violated certain provisions of FEMA and
the rules and regulations thereunder. Since the payment of the purchase consideration was on a deferred basis, our
Company defaulted in seeking prior approval of the RBI for making such acquisition. For more information of the
default and the risk faced by the Company, please refer to ‘Risk Factor # - 5° on page 25.

Our Company has no other inter-se agreements/ arrangements and clauses / covenants which are material and which
needs to be disclosed and that there are no other clauses / covenants which are adverse / prejudicial to the interest of
the minority / public shareholders.

Further, there are no other agreements, deed of assignments, acquisition agreements, SHA, inter-se agreements,
agreements of like nature other than disclosed in the Prospectus.

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OUR SUBSIDIARY

Our Company has one wholly owned subsidiary namely U.E.L. International FZE as on date of this Prospectus. The
details of U.E.L are as follows:

Corporate Information

U.E.L International FZE (erstwhile Sonia International FZE) is company registered in the UAE and Mr. Mohan
Mohan Kumar Srinivas Pacheriwala held the 100% shareholding in it. Our Company executed a share purchase
agreement dated November 13, 2014 with Mr. Mohan Kumar Srinivas Pacheriwala for acquiring 100% shareholding
in U.E.L International FZE on a deferred payment basis. On December 7, 2014, the entire share capital of U.E.L
International FZE was acquired by our Company and U.E.L International FZE became our wholly owned subsidiary.
Registration number of U.E.L International FZE is 5006520. For more information of the acquisition, please refer to
“History and Certain Corporate Matters - Material Agreements” on page 154 of this Prospectus. An amount of
Rs.10.00 Lakhs (approx.) has been capitalised in respect of expenses for acquisition of the subsidiary and related
expenses.

The registered office of U.E.L International FZE is situated at FDRK0757 Compass Building, Al Shohada Road, AL
Hamra Industrial Zone - FZ, Ras Al Khaimah, United Arab Emirates.

U.E.L International FZE is majorly engaged in the business of trading in sugar and spices.
Capital Structure

The issued, subscribed and paid up share capital of U.E.L International FZE is AED 1,00,000 divided into 1 equity
share of AED 1,00,000 each.

Shareholding of U.E.L International FZE as on date of this Prospectus

The following table sets forth details of the shareholding of U.E.L:

 

 

 

S.No. Name of the Shareholder Number of Equity Shares Percentage of total shareholding (%)
1.____Uma Exports Limited 1 100%
Total 1 100%

 

The financial highlights of the subsidiary are as under:

 

 

 

 

(Rs. in Lakhs)
Particulars 2020-21 2019-20
Revenue 3,908.00 16,594.79
Profit 14.92 5.48
Converted from USD to INR @ 73.50 75.38

 

 

 

 

 

Accumulated Profits or Losses of U.E.L International FZE

There are no accumulated profits or losses of U.E.L, not accounted for, by our Company as on the date of this
Prospectus.

Business interest between our Company and U.E.L International FZE
U.E.L International FZE is engaged in the line of business that is similar and/or synergistic to our Company. U.E.L

International FZE was acquired by our Company to undertake or operate in line with our Company’s business
objectives in the international markets, on behalf of our Company.

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Since U.E.L International FZE is our wholly owned subsidiary, we do not envisage any conflict of interest between
our Subsidiary and us.

For further details on the business transactions between our Subsidiary and our Company and significance of such
transactions on the financial performance of our Company see, “Financial Statements -Related Party Transactions”
at page 229.

Except as stated in the chapters titled “Our Business” and “Financial Statements - Related Party Transactions” on
pages 118 and 229, our Subsidiary does not has any business interest in our Company.

Litigation
There are no pending litigations filed by or against U.E.L International FZE.
Other confirmations

1. Our Subsidiary is not listed on any stock exchange in India or abroad. Further, U.E.L International FZE has not
been refused listing of any securities at any time, by any of the recognised stock exchanges in India or abroad.

2. U.E.L International FZE has not made any public or rights issue (including any rights issue to the public) in the
three years preceding the date of this Prospectus.

3. There have been no instances of default in repayment of deposits or payment of interest thereon by U.E.L
International FZE.

4. Our wholly owned subsidiary UMA Exports Pte. Ltd., incorporated in Singapore, having its registered office at 1
North Bridge Road #11-10, High Street Centre Singapore 179094 was struck off in the year 2021. The subsidiary
was incorporated on January 17, 2019 as a private company limited by shares. The application for striking off was
made by our Company on April 1, 2020 as the subsidiary had not undertaken any business since incorporation. As
on date of this Prospectus, the status of UMA Exports Pte. Ltd. as available on the business filing portal of ACRA.
(Accounting and Corporate Regulatory Authority) is shown as ‘STRUCK OFF’. In relation to the incorporation of
UMA Exports Pte. Ltd., our Company had violated certain provisions of FEMA and the rules and regulations
thereunder and have approached the RBI for regularisation of the same. For more information of the default and
the risk faced by the Company, please refer to ‘Risk Factor # - 3° on page 22.

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OUR MANAGEMENT
Our Board of Directors
Our Articles of Association require us to have not less than three (3) and not more than fifteen (15) Directors. As on
date of this Prospectus, we have six (06) Directors on our Board, which includes, one (1) Managing Director, one (1)
Non-Executive; Non-Independent Director, one (1) Executive Director and three (3) Independent Directors, one of

whom is also the woman director of our Company.

Set forth below, are details regarding our Board as on the date of this Prospectus:

 

 

Name, DIN, Date of Birth, Designation, Address, Age Other Directorships
Occupation, Term and Nationality (years)
Madan Mohan Khemuka 85 e Uma Agro Exports Private Limited

e  Primerose Dealers Private Limited
DIN: 00335177 *  Agrocomm Trading Company Private Limited

Date of Birth: March 9, 1936
Designation: Non-Executive; Non-Independent Director

Address: 28/1, S P Sarani, Park Street, Circus Avenue,
Kolkata 700 017, West Bengal, India.

Occupation: Business
Term: Liable to retire by rotation

Nationality: Indian

 

Rakesh Khemka 47 © Uma Agro Exports Private Limited

© Agrocomm Trading Company Private Limited
DIN: 00335016
Date of Birth: August 22, 1974

Designation: Managing Director

Address: Ganga Jamuna Apartment 28/1, Shakespeare
Sarani, Kolkata 700 017, West Bengal, India.

Occupation: Business
Term: For a period of five years w.e-f. July 7, 2021

Nationality: Indian

 

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Name, DIN, Date of Birth, Designation, Address, Age
Occupation, Term and Nationality (years)

Other Directorships

 

Manmohan Saraf 45,
DIN: 07246524

Date of Birth: January 27, 1976

Designation: Executive Director and CFO

Address: 538, Diamond Harbour Road, 2nd Floor Flat- 2E,
Laxmi Awas, Kolkata- 700 034, West Bengal, India.

Occupation: Service
Term: For a period of five years w.e.f. August 18, 2021

Nationality: Indian

NIL

 

Priti Saraf 34

DIN: 09227422

Date of Birth: September 16, 1987
Designation: Independent Director

Address: 44/19 Durgapur Lane Alipore, Circus Avenue,
Kolkata 700 027, West Bengal, India.

Occupation: Professional
Term: For a period of five years w.e.f. July 7, 2021

Nationality: Indian

NIL

 

Suman Agarwal 4
DIN: 09228585

Date of Birth: December 21, 1977

Designation: Independent Director

Address: 96C, Ashutosh Mukherjee Road, Bhawanipore,
Kolkata 700 025, West Bengal, India.

Occupation: Teacher
Term: For a period of five years w.e.f. July 7, 2021

Nationality: Indian

NIL

 

Vivek Parasramka 45
DIN: 09228514

Date of Birth: November 19, 1976

Designation: Independent Director

Address: 68B, Nimtalla Ghat Street, Jorabagan, Beadon
Street, Kolkata - 700 006, West Bengal, India.

NIL

 

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Name, DIN, Date of Birth, Designation, Address, Age Other Directorships
Occupation, Term and Nationality (years)

 

Occupation: Business
Term: For a period of five years w.e.f. July 7, 2021

Nationality: Indian

 

Brief Biographies of our Directors

@ Madan Mohan Khemuka, aged 85 years, is the Non-Executive, Non-Independent Director of our Company. He is
associated with our Company since its inception and is one of the founding members. He has created a vision for
the whole organization and under his guidance and leadership, the Company has grown multifold. He holds
directorships in Uma Agro Exports Private Limited, Agrocomm Trading Co. Private Limited and Primerose
Dealers Private Limited. He was appointed as an Additional Director with effect from March 15, 2021 and in the
Annual General Meeting dated September 1, 2021, his appointment was regularized.

e Rakesh Khemka, aged 47 years, is the Managing Director and has been associated with our Company since the
year 1994 and has an experience of over 28 years across various management roles. His expertise, skill and
knowledge have elevated the organization to greater heights. He holds directorship in in Uma Agro Exports Private
Limited and Agrocomm Trading Co. Private Limited. He was reappointed as the Managing Director of our
Company with effect from July 07, 2021.

@ Manmohan Saraf, aged 45 years, is an Executive Director and CFO of our Company. He holds a bachelor’s degree
in commerce from Calcutta University. He cleared his final examination held by the Institute of Chartered
Accountant in the year 2003 and is an associate member of the Institute of Chartered Accountants of India. He got
his Certificate of Practice in the year 2008 and has been our internal auditor since the past 10 years. He was
appointed as the Non-Executive Director with effect from July 07, 2021 and in the Board Meeting held on August
18, 2021 he was appointed as the Executive Director and CFO of our Company. His appointment as Executive
Director & CFO for a period of five years was approved by the shareholders at the AGM held on September 1,
2021.

¢  Priti Saraf, aged 34 years, is a Non-Executive, Independent Director. She holds a bachelor’s degree in commerce
from Calcutta University. She has worked as a freelancer and has expertise in the field of Accounts and Finance
and Income Tax. She was appointed as an independent director with effect from July 07, 2021.

« Suman Agarwal, aged 44 years, is a Non-Executive, Independent Director. She holds a Bachelor of Arts
(Education) degree from The Himalayan University, Itanagar. She has an experience of over 5 years as an educator.
She was appointed as an Independent Director of our Company with effect from July 07, 2021.

e Vivek Parasramka, aged 45 years, is a Non-Executive, Independent Director of our Company. He holds a
bachelor’s degree in Commerce from the University of Calcutta. He is an enterprising businessman and brings vast
experience and expertise. He was appointed as an independent director in our Company with effect from July 07,
2021.

Confirmations

1. None of our Directors of our Company have held or currently hold directorship in any listed company whose
shares have been or were suspended from being traded on any of the stock exchanges in the five years preceding

the date of filing of this Prospectus with the SEBI, during the term of his/ her directorship in such company.

2. Further, none of our Directors of our Company are or were associated in the capacity of a director with any listed
company which has been delisted from any stock exchange(s) at any time in the past.

3. None of our Directors have been identified as a willful defaulter, as defined in the SEBI Regulations and there

159
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

are no violations of securities laws committed by them in the past and no prosecution or other proceedings for
any such alleged violation are pending against them.

4. Neither Company nor our Directors are declared as fugitive economic offenders as defined in Regulation 2(1)(p)
of the SEBI ICDR Regulations, and have not been declared as a ‘fugitive economic offender’ under Section 12
of the Fugitive Economic Offenders Act, 2018.

5. None of our Directors have been debarred from accessing capital markets by the Securities and Exchange Board
of India. Additionally, none of our Directors are or were, associated with any other company which is debarred
from accessing the capital market by the Securities and Exchange Board of India.

6. Mr. Madan Mohan Khemuka has completed his graduation from Lucknow University, however, his education
documents were misplaced and not made available for diligence purpose. Mr. Madan Mohan Khemuka has filed
a FIR with Shakespeare Sarani police station on Sth August 2021. The Company has also mailed to the University
of Lucknow seeking the educational qualification documents of Mr. Madan Mohan Khemuka. However, noreply
has been received from the university till date.

Relationship between our Directors

Except as stated below, none of our Directors are related to each other:

 

 

 

Name of Director Relationship
Madan Mohan Khemuka Father of Rakesh Khemka
Rakesh Khemka Son of Madan Mohan Khemuka

 

Arrangements and Understanding with Major Shareholders

None of our Key Managerial Personnel or Directors have been appointed pursuant to any arrangement or
understanding with our major shareholders, customers, suppliers or others pursuant to which of the directors was
selected as a director or member of senior management.

Payment or Benefit to officers of our Company

Except as stated otherwise in this Prospectus and any statutory payments made by our Company, no non-salary amount
or benefit has been paid, in two preceding years, or given or is intended to be paid or given to any of our Company’s
officers except remuneration of services rendered as Directors, officers or employees of our Company.

Except statutory benefits upon termination of their employment in our Company or superannuation, no officer of our
Company is entitled to any benefit upon termination of such officer’s employment in our Company or superannuation.

Borrowing Powers of our Board

Our Articles of Association, subject to applicable law, authorize our Board to raise or borrow money or secure the
payment of any sum of money for the purposes of our Company. Our Company has, pursuant to an Extra Ordinary
General Meeting held on July 7, 2021, resolved that in accordance with the provisions of the Companies Act, 2013,
our Board is authorised to borrow, from time to time, such sum or sums of moneys as the Board may deem fit for the
purpose of the business of the Company (apart from temporary loans obtained or to be obtained from the Company’s
bankers in the ordinary course of business), in excess to the aggregate of the paid — up capital of our Company and its
free reserves, that is to say, reserves not set apart for any specific purpose, provided that the total amount of
money/moneys borrowed by the Board of Directors and outstanding at one time shall not exceed 225,000 lakhs.

Terms of appointment and remuneration of our Executive Director

i. Terms of Appointment of Rakesh Khemka, Managing Director

160
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Pursuant to a resolution passed by the Board of Directors at the meeting held on July 7, 2021 and approved by the
Shareholders of our Company at the EGM held on July 7, 2021, Rakesh Khemka was re-appointed as the Managing
Director of our Company for a period of five (5) years with effect from July 7, 2021 along with the terms of
remuneration, which provides that the aggregate of his salary, allowances and perquisites in any one financial year
shall not exceed the limits prescribed under Sections 197, 198, Schedule V and other relevant provisions of the
Companies Act, 2013 read with the rules prescribed thereunder.

 

Basic Salary Upto % 7 lakhs per month
Performance incentive NIL
or commission

 

 

 

Perquisites Provision for car for use on Company’s business and telephone at residence shalll not be considered
as perquisites, personal long-distance call and use of car for private use shall be billed by the
Company.

Minimum In the event of loss or inadequacy of profits in any financial year, Rakesh Khemka shall be entitled

Remuneration to receive a total remuneration not exceeding the ceiling limits as approved by the Board of Directors

and the members, as minimum remuneration.

 

ii. Terms of Appointment of Manmohan Saraf, Executive Director

Pursuant to a resolution passed by the Board of Directors at the meeting held on July 7, 2021 and approved by the
Shareholders of our Company at the EGM held on July 7, 2021, Manmohan Saraf was re-appointed as a Director of
our Company. He was appointed as CFO and Executive Director of the Company w.e.f. August 18, 2021 for a period
of five years, along with the terms of remuneration, which provides that the aggregate of his salary, allowances and
perquisites in any one financial year shall not exceed the limits prescribed under Sections 197, 198, Schedule V and
other relevant provisions of the Companies Act, 2013 read with the rules prescribed thereunder.

 

Basic Salary Upto Z 1.00 lakhs per month
Performance incentive NIL
or commission

 

 

 

Perquisites Provision for car for use on Company’s business and telephone at residence shall not be considered
as perquisites, personal long-distance call and use of car for private use shall be billed by the
Company.

Minimum In the event of loss or inadequacy of profits in any financial year, Manmohan Saraf shall be entitled

Remuneration to receive a total remuneration not exceeding the ceiling limits as approved by the Board of Directors

and the members, as minimum remuneration.

 

Remuneration details of our Directors
(i) Remuneration of our Executive Directors

The aggregate value of the remuneration paid to the Executive Directors in Fiscal 2021 is as follows:

 

S.No. Name of the Director Remuneration (& in lakhs)
1. Rakesh Khemka 60.00

 

 

 

As on date of this Prospectus, none of the Executive Directors of our Company have been paid sitting fee for
attending meetings of our Board and the committees of our Board.

(ii) Sitting fee details of our Non- Executive Director and Independent Directors

Our present Non-Executive Director and Independent Directors have not been paid any sitting fee for Fiscal 2021.

Payment or benefit to Directors of our Company

161
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Except as disclosed in this Prospectus, no amount or benefit has been paid or given within the two preceding years or
is intended to be paid or given to any of the Executive Directors except the normal remuneration for services rendered
as a Director of our Company. Additionally, there is no contingent or deferred compensation payable to any of our
Directors.

Remuneration paid to our Directors by our Subsidiary
As on date of this Prospectus, our Subsidiary has not paid any remuneration to our Directors.
Loans to Directors

There are no loans that have been availed by the Directors from our Company that are outstanding as of the date of
this Prospectus.

Shareholding of Directors in our Company

Except as stated below, none of our other Directors holds any Equity Shares of our Company as on the date of filing
of this Prospectus:

 

 

 

Sr.No. Name of Director Number of Equity Shares % of the pre-Issue Equity Share
Capital

1. Rakesh Khemka 79,87,500 31.97%

2. Madan Mohan Khemuka 14,13,500 5.68%

 

Shareholding of Directors in our Subsidiaries
None of the Directors of our Company hold any shares in the Subsidiary of our Company.
Interest of our Directors

Our Executive Director and Managing Director may both be deemed to be interested to the extent of remuneration
paid to them for the services rendered as Directors of our Company and reimbursement of expenses, if any, payable
to them. For details of remuneration paid to our Directors, see “Terms of appointment and remuneration of our
Executive Directors” above.

Rakesh Khemka and Sumitra Devi Khemuka are the Promoters of our Company and may be deemed to be interested
in the promotion of our Company to the extent that they have promoted our Company. Except as stated above, our
Directors have no interest in the promotion of our Company other than in the ordinary course of business. Our
Directors may also be regarded as interested to the extent of Equity Shares held by them in our Company, if any,
details of which have been disclosed above under the heading “Shareholding of Directors in our Company”. 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 Equity Shares.

Our Directors may also be interested to the extent of Equity Shares, if any, held by them or held by the entities in
which they are associated as promoter, directors, partners, proprietors or trustees or kartas or coparceners or held by
their relatives or that may be subscribed by or allotted to the companies, firms, ventures, trusts in which they are
interested as promoter, directors, partners, proprietors, members or trustees, pursuant to this Issue. Except as disclosed
in “Financial Information’, “Our Promoters and Promoter Group” and “Our Subsidiary” on page 184, 174 and 155,
respectively of this Prospectus, our Directors are not interested in any other company, entity or firm.

Except as disclosed in “Financial Information” and “Financial Indebtedness” on page 184 and 268, respectively in

this Prospectus, our Directors have not extended any personal guarantees for securing the repayment of the bank loans
obtained by our Company.

162
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Except as stated in “Restated Consolidated Financial Information - Annexure 36- Notes to Financial Information
Related Party Transactions” on page 229 of this Prospectus, our Directors do not have any other interest in the

business of our Company.

Interest as to property

As on date of this Prospectus, our Directors do not have any interest in any property acquired or proposed to be
acquired by our Company or of our Company.

Bonus or Profit Sharing Plan for our Directors

None of our Directors are a party to any bonus or profit sharing plan.

Changes in our Board during the last three years

Except as disclosed below, there have been no changes in our Board during the last three years.

 

 

 

 

 

Name of Director Date of Date of Cessation Reason
Appointment
Madan Mohan Khemuka March 15, 2021 = ‘Appointed as Additional Non Executive Director
Priti Sarat July 7, 2021 Z ‘Appointed as an Independent Director
Vivek Parasramka July 7, 2021 = Appointed as Independent Director
‘Suman Agarwal July 7, 2021 = Appointed as Independent Director

 

Manmohan Saraf

August 18, 2021

Redesignated as Executive Director

 

Madan Mohan Khemuka

September 1, 2021 -

‘Appointed as Non Executive Director

 

Manmohan Saraf

July 7, 2021

Appointed as Additional Non Executive Director

 

July 7, 2021

 

 

Mukesh Khemuka Cessation as a Director *
Sharwan Kumar Agarwal - July 7, 2021 Cessation as a Director*
Sibani Dutta July 7, 2021 Cessation as a Director*

 

Manmohan Saraf

‘August 18, 2021

Redesignated as Executive Director

 

* Mukesh Khemuka, Sharwan Kumar Agarwal and Sibani Dutta, the erstwhile Directors of our Company resigned from their post due to their
preoccupation elsewhere. We confirm that there were no other reasons for their resignation from the post of a Director on the Board of Directors

of our Company.

The remainder of this page has been intentionally left blank

163
Management Organization Structure

Set forth is the management organization structure of our Company.

ORGANISATIONAL STRUCTURE

 

 

Board of Directors

 

 

 

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

EXECUTIVE
DIRECTOR

 

 

 

fp

 

 

Rakesh Khemka
(Managing Director)

 

Manmohan Saraf
(Executive Director
& CFO)

 

 

 

NON-EXECUTIVE
INDEPENDENT
DIRECTOR

 

 

 

 

 

Priti Saraf
(Independent
Director)

 

 

Vivek Parasramka
(Independent
Director)

Suman Agarwal
(Independent
Director)

 

 

 

 

 

 

Sriti Singh Roy
(Company Secretary)

 

 

 

 

 

 

 

 

 

Sales Team
Prashant Agarwal (Head)
Jeet (Domestic Head)
Riyam Ghosh

 

 

 

Purchase Team

Pramod Agarwal

Logistics Team

Sanjeev Agarwal (Logistics
& Warehouse Head)

 

 

 

 

 

Sales Team

3 Employees

Purchase Team

1 Employee

Logistics Team

6 Employees

 

164

 
B.

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Role of the Audit Committee

The role of the audit committee shall include the following:

1.

10.

11.

12.

13.

Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure
that the financial statements are correct, sufficient and credible;

Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission
to the Board for approval, with particular reference to:

a) Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s
report in terms of clause I of sub-section 3 of section 134 of the Companies Act, 2013;

b) Changes, if any, in accounting policies and practices and reasons for the same;

c) Major accounting entries involving estimates based on the exercise of judgment by management;

d) Significant adjustments made in the financial statements arising out of audit findings;

e) Compliance with listing and other legal requirements relating to financial statements;

f) Disclosure of any related party transactions; and

g) Qualifications in the draft audit report.

Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
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 / 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;

Monitoring the end use of funds raised through public offers and related matters;

Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

Approval of any subsequent modification of transactions of the company with related parties;

Explanation: The term "related party transactions" shall have the same meaning as provided in Clause 2 (zc) of
the SEBI Listing Regulations and/or the Accounting Standards.

Scrutiny of inter-corporate loans and investments;
Valuation of undertakings or assets of the company, wherever it is necessary;
Evaluation of internal financial controls and risk management systems;

Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;

166
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Corporate Governance

The provisions of the SEBI Listing Regulations and the Companies Act with respect to corporate governance will be
applicable to us immediately upon the listing of our Equity Shares on the Stock exchanges.

We are in compliance with the requirements of the applicable regulations, including the SEBI Listing Regulations,
Companies Act and the SEBI (ICDR) Regulations, in respect of corporate governance including constitution of our
Board and Committees thereof. Our 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 undertakes to take all necessary steps to continue to comply with all the requirements of the SEBI Listing
Regulations and the Companies Act. Our Board functions either directly, or through various committees constituted
to oversee specific operational areas.

Committees of our Board

Our Board has constituted following committees in accordance with the requirements of the Companies Act and SEBI
Listing Regulations:

a) Audit Committee;

b) Stakeholders’ Relationship Committee;

c) Nomination and Remuneration Committee;

d) Corporate and Social Responsibility Committee; and
e) IPO Committee.

Details of each of these committees are as follows:
a. Audit Committee

Our Audit Committee was constituted on April 21, 2014 and reconstituted on July 7, 2021. The Audit Committee
comprises of the following members forming a part of the said Committee:

 

 

 

 

Sr. No. Name of Members Designation
1, Vivek Parasramka, Independent Director Chairman
2: Priti Saraf, Independent Director Member
3: Manmohan Saraf, Executive Director* Member

 

* Manmohan Saraf was redesignated from Non-Executive Director to Executive Director w.e.f. August 18, 2021.

The Audit Committee is in compliance with Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI
Listing Regulations. The Company Secretary shall act as the secretary of the Audit Committee.

The scope, functions and the terms of reference of our Audit Committee, is in accordance with Section 177 of the
Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations which are as follows:

A. Powers of Audit Committee

The Audit Committee shall have the following powers:

To investigate any activity within its terms of reference;
To seek information from any employee;

To obtain outside legal or other professional advice; and
To secure attendance of outsiders with relevant expertise, if it considers necessary

165
14.

15.

16.

17.

18.

19.

20.

21.

22.

23.

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

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;

Discussion with internal auditors of any significant findings and follow up there on;
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;

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;

Looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders
(in case of non-payment of declared dividends) and creditors;

Reviewing the functioning of the whistle blower mechanism;

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 and background, etc. of the
candidate;

Carrying out any other function as is mentioned in the terms of reference of the Audit Committee; and
Reviewing the utilization of loans and/or advances from/investments by the holding company in the subsidiary
exceeding rupees Ten Thousand Lakhs or 100% of the asset size of the subsidiary, whichever is lower including

existing loans / advances/ investments, as may be applicable.

Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders

Further, the Audit Committee shall mandatorily review the following information:

Management discussion and analysis of financial condition and results of operations;
Statement of significant related party transactions (as defined by the audit committee), submitted by
management;
Management letters / letters of internal control weaknesses issued by the statutory auditors;
Internal audit reports relating to internal control weaknesses; and
Appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the
audit committee.
Statement of deviations:
a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations.
b) Annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) the SEBI Listing Regulations.

As required under the SEBI Listing Regulations, the Audit Committee shall meet at least four times a year with
maximum interval of four months between two meetings and the quorum for each meeting of the Audit Committee
shall be two members or one third of the members, whichever is greater, provided that there should be a minimum of
two independent directors present.

167
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

b. Stakeholders’ Relationship Committee

Our Stakeholder’ Relationship Committee was constituted on July 7, 2021. The Stakeholders’ Relationship Committee
comprises of following members:

 

 

 

 

Sr.No.___Name of Members Designation
1. Priti Saraf, Independent Director Chairperson
2. Vivek Parasramka, Independent Director Member
3. Rakesh Khemka, Managing Director Member

 

The Stakeholders’ Relationship Committee is in compliance with Section 178 of the Companies Act 2013 and
Regulation 20 of the SEBI Listing Regulations. The Company Secretary shall act as the secretary of the Stakeholders’
Relationship Committee.

The scope and function of the Stakeholders’ Relationship Committee is in accordance with Section 178 of the
Companies Act, 2013 and the SEBI Listing Regulations and the terms of reference, powers and scope of the
Stakeholders’ Relationship Committee of our Company include:

1. Resolving the grievances of the security holders of the Company including complaints related to
transfer/transmission of shares, non-receipts of annual reports, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings, etc.;

2. Review of measures taken for effective exercise of voting rights of by shareholders;

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar and Share Transfer Agent;

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipts of dividend warrants/ annual reports/ statutory notices by the shareholders
of the Company; and

5. Carrying out any other function as prescribed under the SEBI Listing Regulations as and when amended from
time to time.

As required under the SEBI Listing Regulations, the Stakeholders Relationship Committee shall meet at least once a
year, and the chairperson of the committee shall be present at the annual general meetings to answer queries of the
security holders. The quorum of the meeting shall be either two members or one third of the members of the committee
whichever is greater.

c. Nomination and Remuneration Committee

Our Nomination and Remuneration Committee was constituted on April 21, 2014 and reconstituted on July 7, 2021.
The Nomination and Remuneration Committee comprises of the following members:

 

 

 

 

Sr.No.__Name of Member Designation
1. Vivek Parasramka, Independent Director Chairman
2. Madan Mohan Khemuka, Non-Executive Director Member
3. Suman Agarwal, Independent Director Member

 

The Nomination and Remuneration Committee is in compliance with Section 178 of the Companies Act 2013 and
Regulation 19 of the SEBI Listing Regulations. The Company Secretary shall act as the secretary of the Nomination
and Remuneration Committee.

The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the

Companies Act, 2013 and SEBI Listing Regulations and the terms of reference, powers and role of our Nomination
and Remuneration Committee are as follows:

168
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

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;

Formulation of criteria for evaluation of independent directors and the Board;
Recommend to the Board of Directors all remuneration, in whatever form, payable to senior management;
Devising a policy on Board diversity;

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;

Framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws
in India or overseas, including:

e The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992or the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 to the extent
each is applicable; or

¢ — The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating
to the Securities Market) Regulations, 2003;

Evaluating the performance of the independent directors and on the basis of their performance evaluation
recommending the Board of Directors and the members of the Company to extend or continue the term of
appointment of the independent director; and

Performing such other activities as may be delegated by the Board of Directors and/or are statutorily prescribed
under any law to be attended to by the Nomination and Remuneration Committee.

As required under the SEBI Listing Regulations, the Nomination and Remuneration Committee shall meet at least
once a year, and the chairperson of the committee shall be present at the annual general meetings to answer queries of
the shareholders. The quorum for each meeting of the said committee shall be either two members or one-third of the
members of the committee whichever is greater, including at least one independent director in presence.

d. Corporate Social Responsibility Committee

Our Corporate Social Responsibility Committee was originally constituted on April 10, 2020 and reconstituted on
July 7, 2021. The Corporate Social Responsibility Committee comprises of the following members:

 

 

 

 

SeNo. Name of Member Designation
1,___ Manmohan Saraf, Executive Director* Chairman
2. __Rakesh Khemka, Managing Director Member
3.___ Priti Saraf, Independent Director Member

 

* Manmohan Saraf was redesignated from Non-Executive Director to Executive Director w.e.f. August 18, 2021.

The Corporate Social Responsibility Committee is in compliance with Section 135 of the Companies Act 2013. The
Company Secretary shall act as the secretary of the Corporate Social Responsibility Committee.

The terms of reference of the Corporate Social Responsibility Committee include the following:

1.

To formulate and recommend to the Board, a CSR policy which will indicate the activities to be undertaken by
the Company in accordance with Schedule VII of the Companies Act, 2013;

To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the
Company;

169
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

3. To monitor the CSR policy of the Company from time to time;

4. Any other matter as the CSR Committee may deem appropriate after approval of the Board of Directors or as may
be directed by the Board of Directors from time to time.

The quorum for the CSR Committee Meeting shall be one-third of its total strength (any fraction contained in that
one-third be rounded off as one) or two members, whichever is higher.

e. IPO Committee

Our IPO Committee was constituted pursuant to resolution of our Board of Directors dated July 7, 2021. The members
of the said Committee are as follows:

 

 

 

 

Sr. No. Name of Member Designation
1. Rakesh Khemka, Managing Director Chairman
2. Manmohan Saraf, Executive Director* Member
Bi Priti Saraf, Independent Director Member

 

* Manmohan Saraf was redesignated from Non-Executive Director to Executive Director w.e.f. August 18, 2021.
The Company Secretary shall act as the secretary of the IPO Committee.

The terms of reference of the IPO Committee include the following:

1. Approving amendments to the memorandum of association and the articles of association of the Company;

2. Approving all actions required to dematerialize the Equity Shares, including seeking the admission of the Equity
Shares into the Central Depository Services (India) Limited (the “CDSL”) and the National Securities Depository
Limited (the “NSDL”);

3. Finalizing and arranging for the submission of the DRHP, the RHP, the Prospectus and any amendments,
supplements, notices or corrigenda thereto, to appropriate government and regulatory authorities, institutions or
bodies;

4. Approving a code of conduct as may be considered necessary by the Board or the IPO Committee or as required
under Applicable Laws for the Board, officers of the Company and other employees of the Company;

5. Issuing advertisements as it may deem fit and proper in accordance with Applicable Laws;

6. Approving suitable policies, including on insider trading, whistle blower/vigil mechanism, risk management and
other corporate governance requirement that may be considered necessary by the Board or the IPO Committee or
as may be required under Applicable Laws in connection with the Offering;

7. Deciding on the size and all other terms and conditions of the Offering and/or the number of Equity Shares to be
offered in the Offering, including any Pre-IPO Placement, Reservation, Green Shoe Option and any rounding off
in the event of any oversubscription as permitted under Applicable Laws;

8. Taking all actions as may be necessary or authorized in connection with the Offering;

9. Appointing and instructing book running lead manager, syndicate members, placement agents, bankers to the
Issue, the registrar to the Issue, bankers of the Company, managers, underwriter, guarantors, escrow agents,
accountants, auditors, legal counsel, depositories, trustees, custodians, credit rating agencies, monitoring
agencies, advertising agencies and all such persons or agencies as may be involved in or concerned with the Issue
and whose appointment is required in relation to the Issue, including any successors or replacements thereof;

170
10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Opening bank accounts, share/securities accounts, escrow or custodian accounts, in India or abroad, in Rupees or
in any other currency, in accordance with Applicable Laws;

Entering into agreements with, and remunerating all such book running lead manager, syndicate members,
placement agents, bankers to the Issue, the registrar to the Issue, bankers of the Company, managers, underwriter,
guarantors, escrow agents, accountants, auditors, legal counsel, depositories, trustees, custodians, credit rating
agencies, monitoring agencies, advertising agencies, and all other agencies or persons as may be involved in or
concerned with the Issue, including any successors or replacements thereof, by way of commission, brokerage,
fees or the like;

Seeking the listing of the Equity Shares on the Stock Exchanges, submitting listing application to the Stock
Exchange and taking all such actions as may be necessary in connection with obtaining such listing, including,
without limitation, entering into the listing agreement with the Stock Exchanges;

Seeking, if required, the consent of the Company’s lenders and lenders of its subsidiaries, parties with whom the
Company has entered into various commercial and other agreements, all concerned government and regulatory
authorities in India or outside India, and any other consents that may be required in connection with the Issue;

Submitting undertaking/certificates or providing clarifications to the SEBI and the Stock Exchanges;

Determining the price at which the Equity Shares are issued to investors in the Issue in accordance with Applicable
Laws, in consultation with the book running lead manager and/or any other advisors, and determining the
discount, if any, proposed to be issued to eligible categories of investors;

Determining the price band and minimum lot size for the purpose of bidding, any revision to the price band and
the final Issue price after bid closure;

Determining the bid opening and closing dates;

Finalizing the basis of allocation of Equity Shares to retail investors/non-institutional investors/qualified
institutional buyers and any other investor in consultation with the book running lead manager, the Stock
Exchanges and/or any other entity;

Opening with the bankers to the Issue, escrow collection banks and other entities such accounts as are required
under Applicable Laws;

To issue receipts/allotment letters/confirmations of allotment notes either in physical or electronic mode
representing the underlying equity shares in the capital of the Company with such features and attributes as may
be required and to provide for the tradability and free transferability thereof as per market practices and
regulations, including listing on one or more stock exchange(s), with power to authorise one or more officers of
the Company to sign all or any of the aforesaid documents;

Severally authorizing Rakesh Khemka (“Authorized Officer”), for and on behalf of the Company, to execute
and deliver, on a several basis, any agreements and arrangements as well as amendments or supplements thereto
that the Authorized Officers consider necessary, desirable or expedient, in connection with the Issue, including,
without limitation, engagement letters, memoranda of understanding, the listing agreement with the stock
exchange, the registrar’s agreement, the depositories’ agreements, the issue agreement with the book running lead
manager (and other entities as appropriate), the underwriting agreement, the syndicate agreement, the escrow
agreement, confirmation of allocation notes, the advertisement agency agreement and any undertakings and
declarations, and to make payments to or remunerate by way of fees, commission, brokerage or the like or
reimburse expenses incurred in connection with the Issue, the book running lead manager, syndicate members,
placement agents, bankers to the Issue, registrar to the Issue, bankers of the Company, managers, underwriter,
guarantors, escrow agents, accountants, auditors, legal counsel, depositories, trustees, custodians, credit rating
agencies, monitoring agencies, advertising agencies, and all such persons or agencies as may be involved in or
concerned with the Issue including any successors or replacements thereof; and any such agreements or

171
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

documents so executed and delivered and acts, deeds, matters and things done by any such Authorized Officers
shall be conclusive evidence of the authority of the Authorized Officers and the Company in so doing;

22. Severally authorizing the Authorized Officers to take any and all action in connection with making applications,
seeking clarifications and obtaining approvals (or entering into any arrangement or agreement in respect thereof)
in connection with the Issue, including, without limitation, applications to, and clarifications or approvals from
the Gol, the RBI, the SEBI, the RoC, and the Stock Exchanges and that any such action already taken or to be
taken is hereby ratified, confirmed and/or approved as the act and deed of the Authorized Officers and the
Company, as the case may be;

23. Severally authorizing the Authorized Officers, for and on behalf of the Company, to execute and deliver any and
all documents, papers or instruments and to do or cause to be done any and all acts, deeds, matters or things as
any such Authorized Officers may deem necessary, desirable or expedient in order to carry out the purposes and
intent of the foregoing resolutions or the Issue; and any documents so executed and delivered or acts, deeds,
matters and things done or caused to be done by any such Authorized Officers shall be conclusive evidence of
the authority of such Authorized Officers and the Company in so doing and any such document so executed and
delivered or acts, deeds, matters and things done or caused to be done by any such Authorized Officers prior to
the date hereof are hereby ratified, confirmed and approved as the act and deed of the Authorized Officers and
the Company, as the case may be; and

24. Executing and delivering any and all documents, papers or instruments and doing or causing to be done any and
all acts, deeds, matters or things as the IPO Committee may deem necessary, desirable or expedient in order to
carry out the purposes and intent of the foregoing resolutions or the Issue; and any documents so executed and
delivered or acts, deeds, matters and things done or caused to be done by the IPO Committee shall be conclusive
evidence of the authority of the IPO Committee in so doing.

Our Key Managerial Personnel

In addition to our Managing Director whose details have been provided under paragraph above titled ‘Brief Profile of
our Directors’, set forth below are the details of our Key Managerial Personnel as on the date of filing of this
Prospectus:

Manmohan Saraf, aged 45 years, is the Chief Financial Officer of our Company. He holds a bachelor’s degree in
commerce from Calcutta University. He has cleared the final examination held by the Institute of Chartered
Accountants of India and is an associate member of the Institute of Chartered Accountants of India. He has been
appointed as an Executive Director and Chief Financial Officer with effect from August 18, 2021 and has not received
any remuneration for the Fiscal 2021.

Sriti Singh Roy, aged 31 years, is the Company Secretary and Compliance Officer of our Company. She holds a
bachelor’s degree in commerce from Calcutta University. She is an associate member of the Institute of Company
Secretaries of India. She is responsible for handling secretarial matters of our Company and was appointed with effect
from January 15, 2016. She has received 22.15 lakhs as remuneration during the Fiscal 2021.

All our Key Managerial Personnel are permanent employees of our Company. None of our Key Managerial Personnel
are employed in our Subsidiary.

Relationship of Key Managerial Personnel with our Directors, Promoters and / or other Key Managerial
Personnel

Except as disclosed under the heading “Relationship between our Directors” and herein below, none of the key
managerial personnel are related to each other or to our Promoters or to any of our Directors.

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PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Shareholding of the Key Managerial Personnel

In addition to the shareholding of our Directors disclosed under the head “Shareholding of Directors of our
Company”, our Key Managerial Personnel do not hold equity shares of our Company as on date of this Prospectus.
Bonus or Profit Sharing Plan for our Key Managerial Personnel

None of our Key Managerial Personnel is a party to any bonus or profit sharing plan.

Payment or benefit to Key Managerial Personnel of our Company

Except as disclosed in this Prospectus, no amount or benefit has been paid or given within the two preceding years or
is intended to be paid or given to any of the Key Managerial Personnel except the normal remuneration for services
rendered by them. Additionally, there is no contingent or deferred compensation payable to any of our Key Managerial
Personnel.

Interest of Key Managerial Personnel

Except as disclosed in this Prospectus, none of our Key Managerial Personnel’s have any interest in our Company
other than to the extent of the remuneration, equity shares held by them, if any, or benefits to which they are entitled
to our Company as per their terms of appointment and reimbursement of expenses incurred by them during the

ordinary course of business.

Further, there is no arrangement or understanding with the major shareholders, customers, suppliers or others, pursuant
to which any of our Key Managerial Personnel have been appointed.

Changes in Key Managerial Personnel in the Last Three Years

Set forth below, are the changes in our Key Managerial Personnel in the last three years immediately preceding the
date of filing of this Prospectus:

 

 

 

Name Designation Date of change Reason

Manmohan Saraf Chief Financial Officer August 18, 2021 Appointment

Rakesh Khemka Chief Financial Officer ‘August 18, 2021 Resigned as
CFO

 

The attrition of the key management personnel is as per the industry standards.
Employees’ Stock Option Plan

As on date of this Prospectus, our Company does not have any employee stock option plan or purchase schemes for
our employees.

Loans taken by Directors / Key Management Personnel

Our Company has not granted any loans to the Directors and/or Key Management Personnel as on the date of this
Prospectus.

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PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

OUR PROMOTERS AND PROMOTER GROUP

Rakesh Khemka and Sumitra Devi Khemuka are the Promoters of our Company. As on the date of this Prospectus,
our Promoters hold, 1,05,64,300 Equity Shares, equivalent to 42.28% of the pre—Issue issued, subscribed and paid-up
equity share capital of our Company, on a fully diluted basis. For details of the build-up of our Promoters’ shareholding
in our Company, see “Capital Structure —Details of Build-up of our Promoter’s shareholding” on page 87 of this

Prospectus.

Details of our Promoter

 

@

a) A

Rakesh Khemka, aged 47 years, is the Promoter and Managing
Director of our Company.

For further details, including his educational qualifications,
experience, other directorships, positions/ posts held in the past and
other directorships and special achievements, see the chapter titled
“Our Management” on page 157 of this Prospectus.

Date of birth: August 22, 1974

Permanent account number: AFLPK3692N

Aadhar card number: 589979836343

Driving license number: GJO1 20120000279

Address: Ganga Jamuna Apartment 28/1, Shakespeare Sarani, West
Bengal 700017, India

 

 

Sumitra Devi Khemuka, aged 79 years, is the Promoter of our
Company. She holds 10.31% of the pre—Issue issued, subscribed and
paid-up equity share capital of our Company, on a fully diluted basis.
Though she has not taken formal education, she is the guiding force
for the business activities of our Company.

Date of birth: April 23, 1942

Permanent account number: AFQPK7721P

Aadhar card number: 289545735278

Driving license number: Not availed

Address: 28/1, S P Sarani, Park Street, Circus Avenue, Kolkata-
700017, West Bengal

 

Other Ventures of our Promoters

The ventures in which Rakesh Khemka is involved are as follows:

 

Name of the Venture

Nature of Interest

 

Uma Agro Exports Private Limited

Shareholder and Director

 

Agrocomm Trading Co. Private Limited

Shareholder and Director

 

Rakesh Kumar Khemka as Karta of Rakesh Kumar Khemka Karta

(HUF)

 

Sumitra Devi Khemuka is not involved in any other ventures in any capacity.

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PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Our Company confirms that the permanent account number, bank account number and passport number of our
Promoters shall be submitted to the Stock Exchanges at the time of filing this Prospectus.

Change in Control of our Company

There has been no change in the control of our Company in the five years preceding the date of filing of Draft
Prospectus.

Experience of our Promoters in the business of our Company

For details in relation to experience of our Promoters in the business of our Company, please refer to the chapter titled
“Our Management” beginning on page 157 of this Prospectus.

Interest of our Promoters
Interest in promotion of our Company

Our Promoters are interested in our Company to the extent that they have promoted our Company and to the extent of
their shareholding in our Company and the dividends payable, if any, and any other distributions in respect of their
shareholding in our Company or the shareholding of their relatives in our Company. For details of the shareholding
and directorships of our Promoter in our Company, please refer to the chapter titled “Capital Structure”, “Our
Management” and “Related Party Transactions” beginning on page 80, 157 and 182, respectively of this Prospectus.

Interest of Promoters in our Company other than as Promoters

Our Promoter, Rakesh Khemka is the Managing Director of our Company, therefore, may be deemed to be considered
interested to the extent of any remuneration which shall be payable to him in such capacity.

Our Promoter, Sumitra Devi Khemuka does not receive any remuneration from the Company and is not interested in
any capacity other than in the promotion of our Company.

Except as stated in this section and the section titled “Our Management” and “Related Party Transactions” on pages
157 and 182, respectively, our Promoters does not have any interest in our Company other than as a Promoter.

Interest in the properties of our Company

Except as disclosed in the section titled “Financial Information” and the chapter titled “Related Party Transaction”
on pages 184 and 182 our Promoters are not interested in the properties acquired by our Company in the three years
preceding the date of filing of this Prospectus with SEBI or proposed to be acquired by our Company, or in any
transaction by our Company for the acquisition of land, construction of building or supply of machinery.

Other Interest and Disclosures

Except as stated in this section and the section titled “Our Management”, “Related Party Transactions” and
“Financial Information” on pages 157, 182 and 184, respectively, our Promoter does not have any interest in our
Company other than as a Promoter.

Our Promoters are not interested in any transaction for acquisition of land or property, construction of building and

supply of machinery, or any other contract, agreement or arrangement entered into by the Company and no payments
have been made or are proposed to be made in respect of these contracts, agreements or arrangements.

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PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name of the Promoter Name of the member of Promoter Group Relationship with the Promoter
Seema Agarwal Daughter
Late Kedarnath Pacheriwala Spouse’s father
Late Parvati Devi Pacheriwala Spouse’s mother
Late Parmeshwar Lal Pacheriwala Spouse’s brother
Late Prhlad Rai Khemka Spouse’s brother
Late Vishwanath Pacheriwala
Late Srinivas Pacheriwala Spouse’s brother
Radheshyam Pacheriwala Spouse’s brother
Vijay Kumar Pacheriwala Spouse’s brother
Dinesh Kumar Pacheriwala Spouse’s brother
Late Ramavtar Kumar Pacheriwala Spouse’s brother
Gita Devi Bhakkar Spouse’s sister
Sita Devi Jalan Spouse

 

 

Entities forming part of the Promoter Group:

Except as stated below, no other company, firm or HUF are forming part of the promoter group:

 

Sr. No. Name of the entity
1. Uma Agro Exports Private Limited
Agrocomm Trading Co. Private Limited
Rakesh Kumar Khemka as Karta of Rakesh Kumar Khemka (HUF)
M.M. Khemuka as Karta of M.M. Khemuka & Sons (HUF)
Primerose Dealers Private Limited
Umaexpo Private Limited
Rajbir Construction Private Limited

 

S/o) BY) sip

Other Confirmations

None of our Promoters or members of the Promoter Group have been declared as wilful defaulters by the RBI or any
other governmental authority and there are no violations of securities laws committed by them in the past or are
currently pending against them.

Our Promoters have not been declared as a Fugitive Economic Offender under Section 12 of the Fugitive Economic
Offenders Act, 2018.

 

None of our Promoters, Promoter Group entities or Subsidiaries have been debarred or prohibited from
accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or
governmental authority. Our Promoters and members of the Promoter Group are not and have never been promoters,
directors or person in control of any other company, which is debarred or prohibited from accessing or operating in
capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority.

There is no litigation or legal action pending or taken by any ministry, department of the Government or statutory
authority during the last 5 (five) years preceding the date of the Issue against our Promoter.

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PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Payment or benefits to our Promoter and Promoter Group during the last two years

Except as stated in this chapter and the benefits mentioned in the related party transactions as per AS-18 there have
been no payments of any amount of benefits to our Promoters or the members of our Promoter Group during the last
two years from the date of this Prospectus nor is there any intention to pay or give any benefit to our Promoters or
Promoter group as on the date of this Prospectus. For further details, please refer to the chapter titled “Related Party
Transactions” on page 182 of this Prospectus.

Disassociation by our Promoters in the last three years

Except that Mr. Rakesh Khemka retired from the partnership firm M/s. Uma Udyog w.e.f. April 1, 2019, none of our
Promoters have not disassociated themselves from any other companies or firms during the preceding three years from
the date of filing of this Prospectus.

Litigations involving our Promoters

For details of legal and regulatory proceedings involving our Promoter, see “Outstanding Litigation and Material
Development” in page 273 of this Prospectus.

Guarantees

Except as mentioned in chapter titled “Financial Indebtedness” on page 268 of this Prospectus, our Promoter has not
given any guarantees to third parties in respect of our Company and the Equity Shares that are outstanding as of the
date of filing of this Prospectus.

1. OUR PROMOTER GROUP

In addition to our Promoter, the following individuals and entities form part of our Promoter Group in terms of
Regulation 2(1) (pp) of the SEBI (ICDR) Regulations:

Individuals forming part of the Promoter Group:

 

Name of the Promoter Name of the member of Promoter Group Relationship with the Promoter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rakesh Khemka Madan Khemuka Father
Sumitra Devi Khemuka Mother
Sweta Khemka Spouse
Mukesh Kumar Khemuka Brother
Madhubala Agarwal Sister
Seema Agarwal Sister
Siddhi Khemka Daughter
Vanisha Khemka (minor) Daughter
Late Ashok Kumar Nopany Spouse’s father
Sushma Devi Nopany Spouse’s mother
Utkarsh Nopany Spouse’s brother
Ekta Nopany Spouse’s sis
Sumitra Devi Khemuka Late Ramdhari Lal Agarwal Father
Sita Devi Agarwal Mother
Madam Khemuka Spouse
Bir Kumar Agarwal Brother
Shib Kumar Agarwal Brother
Gayatri Devi Khemka Sister
Santosh Dalan Sister
Pushpa Devi Agarwal Sister
Sushila Devi Agarwal Sister
Babita Kedia Sister
Renu Himmatsingka Sister
Madhubala Agarwal Daughter

 

176
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

OUR GROUP COMPANIES

Pursuant to a resolution of our Board dated July 7, 2021, our Board has noted that, in accordance with the SEBI ICDR
Regulations, ‘group companies’ of our Company shall mean and include (i) those companies (other than our
Subsidiaries) with which our Company has entered into related party transactions as disclosed in the Restated Financial
Information, and (ii) such other companies as considered material by our Board. For the purposes of (ii) above, our
Board has approved that for the purpose of disclosure in connection with the Offer, a company (other than our
Subsidiaries) shall be considered material and be disclosed as a group company of our Company if our Company has
entered into one or more transactions with such company during the last completed financial year, which in
value exceeds 20% of the total consolidated revenue of our Company for that financial year as per the Restated
Financial Information of our Company. Pursuant to the aforesaid resolution, our Board has approved that other than
companies (other than our Subsidiaries) with which there were related party transactions as disclosed in the
Restated Financial Information, there are no group companies of our Company.

Based on the parameters outlined above, our Company has three (3) group companies as on the date of this Prospectus
namely;

i) Agrocomm Trading Company Private Limited

ii) Uma Agro Exports Private Limited

iii) Umaexpo Private Limited

Details of our Group Companies

i) Agrocomm Trading Company Private Limited (“Agrocomm”)
Corporate Information
Agrocomm was incorporated on July 10, 2009 with the Registrar of Companies, Kolkata at West Bengal. The
corporate identity number of Agrocomm is U51909WB2009PTC136691. Its registered office is situated at
Ganga Jamuna Appartment 28/1’ 1st Floor, Shakespeare Sarani, Kolkata, West Bengal 700 072, India.
Financial Performance
The financial information derived from the audited financial statements of UAEPL for the last three financial

years, for the Fiscals 2021, 2020 and 2019 are set forth below:
(Rs. In lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Fiscal 2021 Fiscal 2020 Fiscal 2019
Total Income 2,186.37 250.73 123.38
Profit after Tax 1.13 (8.64) 40.76
Equity Capital 371 3.71 3.71
Reserves & Surplus (excluding revaluation reserve) 60.36 59.22 67.87
Net worth 64.07 62.93 71.58
NAV per share 172.46 169.42 192.70
Earnings per share (EPS) (Basic) in Rs. 3.05 (23.28) 109.72
Earnings per share (EPS) (Diluted) in Rs. 3.05 (23.28) 109.72
No. of Equity Shares of Rs. 10/- each 37,150 37,150 37,150
Shareholding pattern of Agrocomm
Sr. No. Name of Shareholders Total number of Equity % of
Shares held shareholding
I Rakesh Khemka 17,100 46.03
Uma Agro Exports Private Limited 9,000. 24.23

 

 

 

 

178
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

Sr. No. Name of Shareholders Total number of Equity % of
Shares held shareholding

3. Rakesh Kumar Khemka as Karta of Rakesh Kumar 4,050 10.90
Khemka (HUF)

4. Madan Mohan Khemuka 3,750 10.09

5. Sweta Khemka 1,700 458

6. Siddhi Khemka 1,550 4.17
TOTAL 37,150 100.00

 

 

ii) Uma Agro Exports Private Limited ((UAEPL”)

Corporate Information

UAEPL was incorporated on December 11, 1997 with the Registrar of Companies, Kolkata at West Bengal. The
corporate identity number of UAEPL is U01403WB1997PTC086080 Its registered office is situated at Ganga

Jamuna Appartment 28/1: 1st Floor, Shakespeare Sarani, Kolkata, West Bengal 700 072, India.

Financial Performance

The financial information derived from the audited financial statements of UAEPL for the last three financial
years, for the Fiscals 2021, 2020 and 2019 are set forth below:

(Rs. In lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Fiscal 2021 Fiscal 2020 Fiscal 2019
Total Income 5,718.28 11,362.13 16,411.89
Profit after Tax 160.84 598.99 637.83
Equity Capital 17.03 17.03 17.03
Reserves & Surplus (excluding revaluation reserve) 1,438.92 1,278.08 679.09
Net worth 1,455.95 1,295.12 696.12
NAV per share 854.93 760.49 408.76
Earnings per share (EPS) (Basic) in Rs. 94.44 351.72 374.53
Earnings per share (EPS) (Diluted) in Rs. 94.44 351.72 374.53
No. of Equity Shares of Rs. 10/- each 1,70,300 1,70,300 1,70,300
Shareholding pattern of UVAEPL
Sr. Name of Shareholders Total number of % of
No. Equity Shares held shareholding
1. Rakesh Kumar Khemka as Karta of Rakesh Kumar Khemka 70,000 41.10
(HUF)
2. Rakesh Khemka 48,000 28.19
3. Sweta Khemka 46,100 27.07
4, Sumitra Devi Khemuka 3,600 2.11
5. Madan Mohan Khemuka as Karta of Madan Mohan Khemuka 2,500 1.47
& Sons (HUF)
6. Madan Mohan Khemuka 100 0.06
TOTAL 1,70,300 100.00

 

 

 

 

iii) Umaexpo Private Limited. (“Umaexpo”)

Corporate Information

Umaexpo was incorporated on February 18, 2020 with the Registrar of Companies, Kolkata at West Bengal. The
corporate identity number of Umaexpo is U51909WB2020PTC236531 Its registered office is situated at Ganga
Jamuna Apartment, Flat 15-16: 1st Floor, 28/1 Shakespeare Sarani, Kolkata, West Bengal 700 017, India.

179
Financial Performance

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

The financial information derived from the audited financial statements of Umaexpo for the last financial year,
for the Fiscals 2021, as the Umaexpo was incorporated on February 18, 2020, are set forth below:

(Rs. In lakhs)

 

 

 

 

 

 

 

 

 

 

Particulars Fiscal 2021
Total Income 3,613.21
Profit after Tax 41.84
Equity Capital 27.00
Reserves & Surplus (excluding revaluation reserve) 126.84
Net worth 153.84
NAV per share 56.98
Earnings per share (EPS) (Basic) in Rs. 418.4
Earnings per share (EPS) (Diluted) in Rs. 418.4
No. of Equity Shares of Rs. 10/- each 2,70,000

 

 

Shareholding pattern of UAEPL

 

 

 

 

 

 

 

 

 

 

Sr.No. | Name of Shareholders Total number of | % of shareholding
Equity Shares held

4, Mukesh Khemuka 2,00,000 74.07

2. Rachana Khemuka 30,000 11.11

B. Rishabh Khemka 20,000 7AL

4. Nitish Khemka 20,000 7AL

TOTAL 2,70,000 100.00

 

Address of the group companies same as address of the issuer company

It may be noted that our group companies, namely, Agrocomm Trading Company Private Limited, Uma Agro Exports
Private Limited and Umaexpo Private Limited, having registered offices at Ganga Jamuna Apartment 28/1 1st Floor,
Shakespeare Sarani, Kolkata, West Bengal 700 072, India which is also the registered offices of the Company. The
registered office premises is owned by the Company.

Employees of the group companies

The number of employees of the group companies for last three financial years are as under:

 

Name of the Company

No. of employees
As on March 31, 2019

No. of employees
As on March 31, 2020

No. of employees
As on March 31,

 

 

 

 

 

 

 

2021
Agrocomm Trading Company 3 1 0
Private Limited
Uma Agro Exports Private Limited 3 2, 1
Umaexpo Private Limited NA NA 3

 

 

None of the employees are the common employee of the Company with any of our group companies and that none of
the employees has any stake in any of our group companies.

180

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

RELATED PARTY TRANSACTIONS

For details of the related party transactions, during the last three Fiscals, as per the requirements under the relevant
accounting standards and as reported in the Restated Financial Information, see “Restated Consolidated Statement of
Related Party Transaction- Annexure 36-” on page 229 of this Prospectus.

The remainder of this page has been intentionally left blank

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PROSPECTUS
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100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Litigations which have material impact on our Company

For details, see “Outstanding Litigation and Material Developments — Litigations involving Group Companies” on
page 276 of this Prospectus.

Nature and extent of interest of Group Companies
Our Group Companies do not have any interest in the promotion of our Company.

Our Group Companies are not interested in the properties acquired by our company in the three (3) years preceeding
the filing of this Prospectus or proposed to be acquired by our Company.

Our Group Companies are not interested in any transactions for acquisition of plant, construction of building or supply
of machinery. For details in relation to our related party transactions as per the requirements under Ind AS 24, please
see the section entitled “Related Party Transactions” on page 182.

Common Pursuits

Except Uma Agro Exports Private Limited, none of our Group Companies are in the same line of business and are
involved in trading of agricultural produce and commodities.

Related Business Transactions within the group and significance on the financial performance of our Company
Other than the transactions disclosed in the section “Related Party Transactions” on page 182, there are no other
business transactions between our Company and Group Companies which are significant to the financial performance
of our Company.

Business interests or other interests

Except as disclosed in “Related Party Transactions” on page 182, our Group Companies do not have any business
interest in our Company.

Other Confirmations

Our Group Companies do not have any securities listed on a stock exchange. Further, our Group Companies have not
undertaken any public or rights issue of securities in the three years preceding the date of this Prospectus.

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181
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

DIVIDEND POLICY

The declaration and payment of dividends will be recommended by the Board of Directors and approved by the
Shareholders, at their discretion, subject to the provisions of the Articles of Association and applicable law, including
the Companies Act. The dividend, if any, will depend on a number of factors, including but not limited, consolidated
net operating profit after tax, working capital requirements, capital expenditure requirements, cash flow required to
meet contingencies, outstanding borrowings, and applicable taxes including dividend distribution tax payable by our
Company. In addition, our ability to pay dividends may be impacted by a number of factors, including restrictive
covenants under loan or financing arrangements our Company is currently availing of or may enter into to finance our
fund requirements for our business activities.

Upon the listing of the Equity Shares of our Company and subject to the SEBI Listing Regulations, we may be required
to formulate a dividend distribution policy which shall be required to include, among others, details of circumstances
under which the shareholders may or may not expect dividend, the financial parameters that shall be considered while
declaring dividend, internal and external factors that shall be considered for declaration of dividend, policy as to how
the retained earnings will be utilized and parameters that shall be adopted with regard to various classes of shares, as
applicable.

Dividends paid on Equity Shares:

Our Company has not paid any dividend on its Equity Shares in the previous three years.

The track record of dividend is not necessarily indicative of our dividend policy or dividend amount, if any, in the
future and there is no guarantee that any dividends will be declared or paid or that the amount thereof will not be
decreased in future. For details in relation to the risk involved, see “Risk Factor # 41 — Our ability to pay dividends in

the future may be affected by any material adverse effect on our future earnings, financial condition or cash flows.”
on page 31 of this Prospectus.

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183
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

SECTION V - FINANCIAL INFORMATION

RESTATED FINANCIAL INFORMATION

 

 

 

 

S.No. Details Page Number
1. Restated Consolidated Financial Information 185
2. Restated Statement of Capitalization 236
3. Other Financial Information 250

 

In accordance with the SEBI ICDR Regulations, the standalone audited financial information of our Company for the
Fiscals 2021, 2020 and 2019 are available on our website at http://www.umaexports.net.

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184
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED CONSOLIDATED
FINANCIAL STATEMENTS OF UMA EXPORTS LIMITED

The Board of Directors
UMA EXPORTS LIMITED

28/1: 1st Floor,

Ganga Jamuna Appartment,
Shakespeare Sarani, Kolkata,
West Bengal-700017 India

Dear Sirs,

1.

We have examined the attached Restated Consolidated Statement of Assets and Liabilities of UMA
EXPORTS LIMITED (the “Holding Company” or “Company” or the “Issuer”) and its subsidiary (the
company and its subsidiary UEL international FZE (Dubai) (together referred to as the “Group”) as at
September 30" 2021, 31% March 2021, 31% March, 2020 and 31% March, 2019, the related Restated
Consolidated Statement of Profit & Loss (including other comprehensive income), the Restated Consolidated
Statement of Changes in Equity, the Restated Consolidated Cash Flow Statement for the year/ period ended
September 30" 2021 31 March 2021, 31 March 2020 and 31 March 2019, the Consolidated Summary
Statement of Significant Accounting Policies, and other explanatory information annexed to this report for
the purpose of inclusion in the offer document prepared by the Holding Company (collectively the "Restated
Consolidated Summary Statements” or “Restated Consolidated Financial Statements”). These Restated
Consolidated Summary Statements have been prepared by the Holding Company and approved by the Board
of Directors of the Holding Company in connection with the Initial Public Offering (IPO) in Platform of BSE
/NSE.

These Restated Consolidated Summary Statements have been prepared in accordance with the requirements
of:

(i) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “”ct");

(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amende“ ("ICDR Regulati’ns"); and

(iii) The Guidance Note on Reports in Company Prospectus (Revised 2019) issued by the Institute of
Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).

The Restated Consolidated Summary Statements of the Group have been extracted by the management from
the Consolidated Audited Financial Statements of the Group for the year/period ended September 30" 2021,
31* March 2021, 31* March, 2020 and 31* March, 2019 which has been approved by the Board of Directors.

The Holding Company’s Board of Directors is responsible for the preparation of the Restated Consolidated
Financial Information for the purpose of inclusion in the Offer Document to be filed with Securities and
Exchange Board of India, relevant stock exchanges and Registrar of Companies, Kolkata, in connection with
the proposed IPO. The Restated Consolidated Financial Information has been prepared by the management
of the Holding Company on the basis of preparation stated in Annexure 4 to the Restated Consolidated
Financial Information. The Board of Directors of the Holding Company’s responsibility includes designing,
implementing and maintaining adequate internal control relevant to the preparation and presentation of the
Restated Consolidated Financial Information. The Board of Directors is also responsible for identifying and
ensuring that the Group complies with the Act, ICDR Regulations and the Guidance Note.

In accordance with the requirements of Part I of Chapter III of Act including rules made therein, ICDR
Regulations, Guidance Note and Engagement Letter, we report that:

ji) The “Consolidated Statement of Assets and Liabilities as Restated” as set out in Annexure 1 to
this report, of the Group as at September 30" 2021, 31% March 2021, 31% March, 2020 and 31* March,
2019 are prepared by the Holding Company and approved by the Board of Directors. These
Consolidated Statement of Assets and Liabilities, as restated have been arrived at after making such
adjustments and regroupings to the Consolidated financial statements of the Group, as in our opinion

185
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

were appropriate and more fully Described in Consolidated Significant Accounting Policies and
Consolidated Notes to Accounts as set out in Annexure 4 to this Report.

(ii) The “Consolidated Statement of Profit and Loss as Restated” as set out in Annexure 2 to this
report, of the Group for the year/period ended September 30 2021, 31 March 2021, 31% March,
2020 and 31“ March, 2019 are prepared by the Holding Company and approved by the Board of
Directors. These Consolidated Statement of Profit and Loss, as restated have been arrived at after
making such adjustments and regroupings to the Consolidated financial statements of the Group, as
in our opinion were appropriate and more fully described in Consolidated Significant Accounting
Policies and Consolidated Notes to Accounts as set out in Annexure 4 to this Report.

(iii) | The “Consolidated Statement of Cash Flow as Restated” as set out in Annexure 3 to this report,
of the Group for the year/period ended September 30" 2021, 31° March 2021, 31% March, 2020 and
31% March, 2019 are prepared by the Holding Company and approved by the Board of Directors.
These Consolidated Statement of Cash Flow, as restated have been arrived at after making such
adjustments and regroupings to the Consolidated financial statements of the Group, as in our opinion
were appropriate and more fully described in Consolidated Significant Accounting Policies and
Consolidated Notes to Accounts as set out in Annexure 4 to this Report.

As indicated in our audit report as at and for the year ended 30" September 2021, we did not audit the financial
statements of the subsidiary company of respective years, whose share of total assets, total revenues, net cash
inflows / (outflows) included in the consolidated financial statements, for the relevant years is tabulated
below. The financial statements of the subsidiary company which is incorporated outside India, whose
financial statements reflect total assets, total revenues, net cash inflows / outflows for the year ended on
respective dates (as tabulated below), as considered in the consolidated financial statements have been audited
by KAM Auditing, Dubai.

The financial statements of the subsidiary company as at and for the year/ Period ended September 30" 2021,
31® March 2021 and 31* March 2020 and 31" March 2019 have been audited by KAM Auditing, Dubai
whose reports have been furnished to us by the management and our opinion on the consolidated financial
statements, in so far as it relates to the amounts and disclosures included in respect of the subsidiary company
and our report in terms of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid
subsidiary, are based solely on the reports of the KAM Auditing, Dubai.

Further the financial statements of the subsidiary company (which is incorporated outside India) has been
prepared in accordance with accounting principles generally accepted in its respective country and which
have been audited by KAM Auditing, Dubai under generally accepted auditing standards applicable in its
respective country. The Company’s management has converted the financial statements of the subsidiary
company located outside India from accounting principles generally accepted in its respective country to
accounting principles generally accepted in India. Our opinion on the consolidated financial statements, in so
far as it relates to the balances and affairs of the subsidiary located outside India, are based on the report of
KAM Auditing, Dubai and the conversion adjustments prepared by the management of the Company.

 

 

 

 

Particulars Audited by KAM Auditing, Dubai
As at/ for the year ended 30th September
2021 (Rs in Lakhs)
Total assets 1,699.97
Total revenue 702.72
Net cash inflows/(outflows) (309.52)

 

 

 

 

Our opinion on the consolidated financial statements was not modified in respect of these matters.

The auditor of the subsidiary company, as mentioned above, have examined the restated financial information
of the respective subsidiary company and have confirmed that the restated financial information of those

186
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

subsidiary company for the purposes of inclusion in Restated Consolidated Financial Information of the
Company:

(i) have been prepared after incorporating adjustments for the changes in accounting policies,
material errors and regrouping/reclassifications retrospectively in the financial period ended
September 30" 2021 to reflect the same accounting treatment as per the accounting policies and
grouping/classifications followed as at and for the period ended September 30" 2021;

(ii) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

As indicated in audit report as at and for the year/ period ended September 30" 2021, 31“ March 2021, 31%
March 2020 and 31“ March 2019, of predecessor auditor, they did not audit the financial statements of the
subsidiary company of respective years, whose share of total assets, total revenues, net cash inflows /
(outflows) included in the consolidated financial statements, for the relevant years is tabulated below. The
financial statements of the subsidiary company which is incorporated outside India, whose financial
statements reflect total assets, total revenues, net cash inflows / outflows for the year ended on respective
dates (as tabulated below), as considered in the consolidated financial statements have been audited by KAM
Auditing, Dubai.

The financial statements of the subsidiary company as at and for the year/ period ended September 30" 2021,
31® March 2021 and 31% March 2020 and 31% March 2019 have been audited by KAM Auditing, Dubai
whose reports have been furnished to predecessor auditor by the management and their opinion on the
consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of
the subsidiary company, in so far as it relates to the aforesaid subsidiary, are based solely on the reports of
the KAM Auditing, Dubai.

Further the financial statements of the subsidiary company (which is incorporated outside India) has been
prepared in accordance with accounting principles generally accepted in its respective country and which
have been audited by KAM Auditing, Dubai under generally accepted auditing standards applicable in its
respective country. The Company’s management has converted the financial statements of the subsidiary
company located outside India from accounting principles generally accepted in its respective country to
accounting principles generally accepted in India. Predecessor Auditor’s opinion on the consolidated financial
statements, in so far as it relates to the balances and affairs of the subsidiary located outside India, are based
on the report of KAM Auditing, Dubai and the conversion adjustments prepared by the management of the
Company.

 

 

 

 

Particulars Audited by Audited by Audited by KAM | Audited by KAM.
KAM KAM Auditing, | Auditing, Dubai Auditing, Dubai
Auditing, Dubai
Dubai As at/ for the year | As at/ for the year
As at/for the | ended 31st March | ended 31st March
As at/ for year ended 31st 2020 (Rs. in 2019 (Rs. in
the half-year March 2021 Lakhs) Lakhs)
ended 30 (Rs. in Lakhs)
September
2021 (Rs. in
Lakhs)
Total assets 1,699.97 4,579.98 11,386.33 1,581,76
Total revenue 702.72 3,950.00 15,614.10 5,242.61
Net cash (309.52) 279.99 (383.95) 455.04
inflows/(outflows)

 

 

 

 

 

 

 

187
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Uttam Agarwal & Associates Chartered Accountants respectively, accordingly reliance has been placed on
the financial information examined by them for the said years. The financial report included for these years
is based solely on the report submitted by them and no routine audit has been carried out by us.

Our report is intended solely for use of the management and for inclusion in the Offer Document in connection
with the IPO. Our report should not be used, referred to or adjusted for any other purpose except with our consent
in writing.

For Mamta Jain & Associates

Chartered Accountants

FRN No. 328746E

Mamta Jain

Partner

Membership No. 304549
Place : Kolkata

Date : 16.02.2022

UDIN: 22304549ACVLIJ4088

189
10.

11.

12.

13.

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Predecessor auditor’s opinion on the consolidated financial statements was not modified in respect
of these matters.

The auditor of the subsidiary company, as mentioned above, have examined the restated financial
information of the respective subsidiary company and have confirmed that the restated financial
information of those subsidiary company for the purposes of inclusion in Restated Consolidated Financial
Information of the Company:
(i) have been prepared after incorporating adjustments for the changes in accounting policies,
material errors and regrouping/reclassifications retrospectively in the financial year ended 31*
March 2019 to reflect the same accounting treatment as per the accounting policies and
grouping/classifications followed as at and for the year ended 30" September 2021;

(ii) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

Based on the above, we are of the opinion that the Restated Consolidated Financial Statements have been
made after incorporating:

a) Adjustments for the changes in accounting policies retrospectively in respective financial period/years
to reflect the same accounting treatment as per the changed accounting policy for all reporting periods,
if any.

b) Adjustments for prior period and other material amounts in the respective financial years/period to
which they relate and there are no qualifications which require adjustments.

c) There are no extra-ordinary items that need to be disclosed separately in the accounts and qualifications
requiring adjustments except as disclosed in the notes to accounts.

d) These Profits and Losses have been arrived at after charging all expenses including depreciation and
after making such adjustments/restatements and regroupings as in our opinion are appropriate and are
to be read in accordance with the Consolidated Significant Accounting Polices and Consolidated Notes
to Accounts as set out in Annexure 4 to this report.

e) The Restated Financial Information also contains the proforma Ind AS financial information as at
and for the year ended March 31, 2020, March 31, 2019. The proforma Ind AS financial information
have been prepared by making Ind AS adjustments to the audited Indian generally accepted
accounting principles (the “Indian GAAP”) financial statements as at and for the year ended March
31, 2020, March 31, 2019 as described in Annexure 43 to the Restated Financial Information.

The preparation and presentation of the Restated Consolidated Financial Statements referred to above are
based on the Consolidated Audited financial statements of the Group for the year/ period ended 30"
September 2021, 31 March 2021 and Pro Forma Ind AS Financial Statements for the Year ended 31“
March 2019 and 2020 and are in accordance with the provisions of the Act and ICDR Regulations. The
Consolidated Financial Statements and information referred to above is the responsibility of the
management of the Holding Company.

The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit
reports issued by any other Firm of Chartered Accountants nor should this report be construed as a new
opinion on any of the financial statements referred to therein.

We have no responsibility to update our report for events and circumstances occurring after the date of the
report.

In our opinion, the above financial information contained in Annexure 1 to 44 of this report read with the
respective Consolidated Significant Accounting Polices and Consolidated Notes to Accounts as set out in
Annexure 4 are prepared after making adjustments and regrouping as considered appropriate and have been
prepared in accordance with the Act, ICDR Regulations, Engagement Letter and Guidance Note.

Audit for the financial year/period ended 30" September 2021, 31st March 2021 has been conducted by us
and Audit for the financial year ended 31st March, 2020 and 31st March, 2019 was conducted by M/s.

188
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

 

24,031.39

12,541.18

15,765.24

5,463.68

 

 

 

Total

 

 

 

32,488.98

19,859.57

 

21,859.16

 

 

10,376.89

 

As per our Report on Even date attached

The accompanying notes form an integral part of these Restated Consolidated Financial Information

 

For Mamta Jain & Associates
Chartered Accountants
FRN :328746E,

CA Mamta Jain
Partner
Membership No. : 304549

Place: Kolkata
Date: 16.02.2022
UDIN:22304549ACVLIJ4088

 

For and on behalf of the Board of Directors
Uma Exports Limited

Rakesh Khemka
Managing Director
Din - 00335016

Sriti Singh Roy
Company Secretary

Madan Mohan Khemuka
Director
Din: 00335177

Manmohan Saraf
CFO & ED
DIN — 07246524

 

191

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annexure 1
(Amt Rs in Lakhs)
Annex AS AT
Particulars No 30th Sept 31st March | 31st March | 31st March
2021 2021 2020 2019
A) | ASSETS
1._ | Non Current Assets
\(i) Property, Plants &
(a)_|Equipment 6 238.46 234.65 244.81 250.05
\(ii) Investment Property 7 0.20 0.20 0.20 0.20
\(iii) Intangible Assets under
\Development - - -
(b) | Financial Assets
(i) Investments 8 358.06 332.00 653.05 602.72
(ii) Loans & Advances 9 17.60 17.60 32.51 32.51
(iii) Deposits 10 3.31 1.81 44.99 0.91
(c) | Deferred tax Assets 11 6.57 6.68 6.96 7.67
(d) | Other Non current Assets 12 288.89 203.67 13.30 44.86
913.09 796.61 995.83 938.92
2. | Current Assets
(a) _| Inventories 13 21,346.37 7,294.84 2,640.54 4,261.14
(b) | Financial Assets
(i) Trade Receivables 14 3,838.74 2,834.71 1,319.28 1,373.01
(ii) Cash and Bank Balances 15 2,789.84 1,745.78 1,284.45 1,437.49
(iii) Short term loans &
advances 16 9.68 713 755.16 37.34
(c) | other current assets 17 3,591.26 7,180.50 14,863.90 2,328.98
31,575.89 19,062.96 20,863.34 9,437.96
Total 32,488.98 19,859.57 21,859.16 10,376.89
EQUITY AND
B) | LIABILITIES
1. | Equity
(a) | Share Capital 18 2,498.63 2,498.63 2,498.63 2,498.63
(b)_| Other Equity 5,396.21 4,455.25 3,255.94 2,350.67
7,894.84 6,953.88 5,754.57 4,849.30
2.__| Liabilities
I_| Non Current Liabilities
(a)_| Financial Liabilities
(i) Borrowings 19 550.57 352.26 325.48 51.39
(ii) Other Financial Liabilities = - - -
(b) | Provisions 20 12.18 12.25 13.86 12.50
(c)_| Other Non Current Liabilities - - -
562.75 364.52 339.35 63.89
I_| Current Liabilities
(a) | Financial Liabilities
Borrowings 21 5,628.20 3,861.81 1,470.39 4,004.82
Trade Payables 22 13,451.40 4,880.88 7,718.39 1,070.40
(b)_| Other Current Liabilities 23 4,640.52 3,293.67 6,228.73 241.98
(c)_| Short Term Provisions 24 311.28 504.82 347.73 146.48

 

 

 

 

 

 

190
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annexure 2
(Amt Rs in Lakhs)
FOR THE PERIOD ENDED
PARTICULARS Annx 31ST 31ST 31ST
No 30TH MARCH MARCH MARCH
SEPT 2021 2021 2020 2019
I._| Income
(a) | Revenue From Operation 25 52,136.58 74,215.52 80,676.42 32,691.62
(b) | Other Operating Revenue 26 238.08 856.78 266.19 201.13
(c) | Other Income 27 19.79 130.34 88.23 44.28
Total Revenue 52,394.45 75,202.64 81,030.84 32,937.02
Il. | Expenditure
(a) | Purchases 28 59,684.10 71,968.93 72,114.35 28,922.47
Changes in Inventories of
(b) | stock-in-trade 29 | (14,051.53) (4,654.30) 1,620.61 (861.90)
(c) | Employee Benefit Expenses 30 78.22 134.20 174.04 115.59
(d) | Finance Cost 31 858.85 464.56 868.49 517.81
Depreciation and
(e) | Amortisation Expenses 32 4.94 10.43 11.80 15.86
(f)_| Other Expenses 33 4,599.32 5,628.98 5,146.87 3,850.28
Total Expenditure 51,173.90 73,552.81 79,936.16 32,560.10
Profit/(Loss) Before
Exceptional Items & Tax 1,220.55 1,649.83 1,094.68 376.92
IIL. | Exceptional Items 2.01 - f z
Profit/(Loss) Before Tax 1,222.56 1,649.83 1,094.68 376.92
Iv. | Tax Expense:
Tax Expense for Current
(a) | Year 302.75 415.24 260.98 84.69
Short/(Excess) Provision of 42
(b) | Earlier Year 22.58 15.84 - 7.82
(c) | Deferred Tax 0.11 0.28 0.71 (4.26)
Net Current Tax Expenses 325.44 431.36 261.69 88.26
Profit/(Loss) for the Year 897.12 1,218.47 832.98 288.66
Other Comprehensive
V._| Income
Items that will not be
(a) | reclassified to Profit or Loss 34 29.39 10.13 (8.51) (32.98)
Income Tax relating to items
that will not be reclassified to
(b) | Profit or Loss - - - -
Other Comprehensive
Income for the year (net of
tax) 29.39 10.13 (8.51) (32.98)

 

 

 

 

 

 

 

 

 

192
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

Total Comprehensive
Income for the Period

VI. | (Comprising Profit/Loss
and Other Comprehensive
Income for the period) 926.51 1,228.60 824.47 255.68,

 

 

Earnings per Equity Share of
[VII | Rs.10 Each

 

 

-Basic EPS 3.71 4.92 3.30 1.02
-Diluted EPS 3.71 4.92 3.30 1.02

 

 

 

 

 

 

 

 

 

 

The accompanying notes form an integral part of these Restated Consolidated Financial Information

As per our Report on Even date attached

 

For and on behalf of the Board of Directors

For Mamta Jain & Associates Uma Exports Limited
Chartered Accountants
FRN :328746E,
Rakesh Khemka Madan Mohan Khemuka
CA Mamta Jain Managing Director Director
Partner Din - 00335016 Din: 00335177

Membership No. : 304549

Place: Kolkata
Date: 16.02.2022 Sriti Singh Roy Manmohan Saraf
UDIN: 22304549ACVLIJ4088 Company Secretary CFO & ED

DIN — 07246524

 

 

 

193
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

RESTATED CONSOLIDATED STATEMENT OF CASH FLOW STATEMENT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annexure 3
(Amt Rs in Lakhs)
FOR THE PERIOD ENDED
PARTICULARS 30TH 31ST 31ST 31ST
SEPT MARCH MARCH MARCH
2021 2021 2020 2019

A) Cash Flow From Operating Activities :

Net Profit before tax

Continuing Operations 1,222.56 1,649.83 1,094.68 376.92

Discontinued Operations 7 a -

Adjustment for :

Depreciation 4.94 10.43 11.80 15.86

Provision for Employee Benefits 1.34 2.45 2.13 13.29

Exceptional Item Occurring on account of - - -

disposal of assets classified in OCI

Interest Paid 124.32 390.90 836.05, 443.76

Dividend Received (0.05) (0.11) (0.06) (0.38)

Interest Income (19.74) (130.23) (88.17) (43.90)

Loss on Sale/Fair Value of Current Investment (11.79) (17.54) (55.48) (80.30)

carried at FVTPL

Gain on Sale of Fixed Assets (2.01) - - -

Operating profit before working capital 1,319.57 1,905.74 1,800.95 725.25

changes

Adjustments for Changes in:

Inventories (14,051.53) (4,654.30) 1,620.61 (861.90)
Trade Receivables (1,004.03) (1,515.42) 53.73 1,466.82
Short Term Loans & Advances (2.55) 748.03 (717.82) 827.63
Other Current Assets 3,504.02 7,683.40 (12,534.99) (1,687.76)
Trade Payables 8,570.52 (2,837.51) 6,647.99 210.99
Other Current Liabilities 1,346.85 (2,935.06) 5,986.75 (725.45)
Short Term Provisions (498.05) (20.29) (44.85) 4.66
Current Financial Borrowings 1,766.39 2,391.42 (2,534.43) 927.80

Cash generated from operations 951.18 766.00 277.95 888.04

Less:- Income Taxes paid 22.58 276.77 59.51 5.19

Cash Flow Before Extraordinary Item 928.60 489.23 218.44 882.85

Extraordinary Items - - - -

Net cash flow from operating activities 929.60 489.23 218.44 882.85

B) Cash Flow From Investing Activities :

Purchase of Fixed Assets (9.24) (0.27) (6.56) -

Sale of Fixed Assets 2.50 - - -

Release of Deposits - 0.82 - -

Sale (Purchase) of Investments 13.96 410.07 (3.54) (2.61)

Dividend Received 0.05 0.11 0.06 0.38

Interest Received 19.74 130.23 88.17 43.90

Adjustments for Changes in Other Non Current - (190.37) 31.56 (45.01)

Assets

 

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100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recovered/(Provided) Long Term Loans and - 14.91 - 118.29

Advances

Net cash flow from investing activities 27.01 365.50 109.69 114.94

C) Cash Flow From Financing Activities :

Proceeds from Long Term Borrowings 198.31 26.78 274.10 8.54

Interest Paid 124.32 (390.90) (836.05) (443.76)

Net cash flow from financing activities 73.98 (364.12) (561.96) (435.22)

Net Increase/(Decrease) In Cash & Cash 1,029.59 490.61 (233.82) 562.57

Equivalents

Cash equivalents at the beginning of the year 1,745.78 1,284.45 1,437.49 815.98

Effect of Change in Exchange Rates 14.45 (29.30) 80.79 58.93

Cash equivalents at the end of the year 2,789.84 1,745.78 1,284.45 1,437.49

Component of Cash and Cash equivalents

Cash on hand 14.26 16.11 18.07 18.48

Balance With banks 2,775.58 1,729.67 1,266.38 1,419.00
2,789.84 1,745.78 1,284.45 1,437.49

 

 

 

Notes :-

2. The Restated Consolidated Statement of Cash Flows has been prepared in accordance with "Indirect
method' as set out in the Ind AS - 7 on 'Statement of Cash Flows’, as notified under Section 133 of the
Companies Act, 2013, read with the relevant rules thereunder.

Accounting Policies & Notes on Accounts
As per our Report on Even date attached

 

For Mamta Jain & Associates
Chartered Accountants
FRN :328746E,

CA Mamta Jain
Partner
Membership No. : 304549

Place: Kolkata
Date: 16.02.2022
UDIN:22304549ACVLIJ4088

 

For and on behalf of the Board of Directors
Uma Exports Limited

Rakesh Khemka
Managing Director
Din - 00335016

Sriti Singh Roy
Company Secretary

Madan Mohan Khemuka
Director

Din: 00335177

Manmohan Saraf
CFO & ED
DIN — 07246524

 

195

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

ANNEXURE-4
SIGNIFICANT ACCOUNTING POLICY AND NOTES TO THE CONSOLIDATED RESTATED
SUMMARY STATEMENTS

A. BACKGROUND

Uma Exports Limited (‘the Holding Company’ “or “Company” or the “Issuer”) is a public company domiciled in
India and incorporated under the provisions of Companies Act applicable in India. The Group is principally
engaged into a business of Wholesaler of Agriculture Raw Material. The registered office of the company is
located at 28/1, 1st Floor, Ganga Jamuna Apartment, Shakespeare Sarani, Kolkata, West Bengal-700017 India.
Company received a certificate of incorporation from Registrar of Companies, Kolkata on March 09, 1988 bearing
Corporate Identification Number (CIN) U14109WB1988PLC043934.

The accompanying consolidated restated summary statements include those of Holding Company and its
subsidiary UEL International FZE (Dubai).

B.1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
1. BASIS OF PREPARATION OF CONSOLIDATED RESTATED FINANCIAL STATEMENTS

The Restated Consolidated Statement of Assets and Liabilities of the Company as on September 30, 2021, March
31, 2021, March 31, 2020 and March 31, 2019 and the Restated Consolidated Statement of Profit and Loss and
Restated Consolidated Statements of Cash Flows for the year/period ended on September 30, 2021, March 31,
2021, March 31, 2020 and March 31, 2019 and the annexure thereto (collectively, the “Restated Consolidated
Financial Statements” or “Restated Consolidated Summary Statements”) have been extracted by the
management from the Audited Consolidated Financial Statements of the Group for the year. period ended
September 30, 2021, March 31, 2021, March 31, 2020 and March 31, 2019.

The Restated Consolidated Financial Statements has been prepared by the Management to comply in all material
respects with the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act");

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018,
as amended ("ICDR Regulations"); and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (ICAI), as amended (the “Guidance Note”).

The accounting policies have been consistently applied by the Group in preparation of the Restated Consolidated
Financial Statements and are consistent with those adopted in the preparation of consolidated financial statements
for the period ended September 30, 2021, This Restated Consolidated Financial Statements do not reflect the
effects of events that occurred subsequent to the respective dates of board meeting on the audited consolidated
financial statements mentioned above.

The Restated Consolidated financial statements are prepared and presented under the historical cost convention
and evaluated on a going-concern basis using the accrual system of accounting in accordance with the Indian
Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013, read with Companies
(Indian Accounting Standards) Rules, 2015 (as amended) and other relevant provisions of the Act.

The Restated Financial Information also contains the proforma Ind AS financial information as at and for the year
ended March 31, 2020, March 31, 2019. The proforma Ind AS financial information have been prepared by
making Ind AS adjustments to the audited Indian generally accepted accounting principles (the “Indian GAAP”)
financial statements as at and for the year ended March 31, 2020, March 31, 2019 as described in Annexure 43 to
the Restated Financial Information.

2. BASIS OF MEASUREMENT

The Restated Consolidated Financial Statements have been prepared under the historical cost convention.

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Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of Restated Consolidated financial statements in conformity with Ind AS requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of
contingent liabilities on the date of the consolidated financial statements, and the reported amount of revenue and
expenses during the reporting period. The estimates and assumptions used in the accompanying consolidated
financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the
date of the consolidated financial statements which in management’s opinion are prudent and reasonable. Actual
results may differ from the estimates used in preparing the accompanying consolidated financial statements. Any
revision to accounting estimates is recognized prospectively in current and future periods.

4. FAIR VALUE MEASUREMENT

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place either:

e In the principal market for the asset or liability, or

e In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible to / by the Company.

All assets and liabilities for which fair value is measured or disclosed in the restated Consolidated financial
statements are categorized within fair value hierarchy, described as follows, based on the lowest level of input
that is significant to the fair value measurement as a whole.

Level 1 — Quoted (unadjusted) prices in active markets for identical assets or liabilities

Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement
is directly or indirectly observable

Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement
is unobservable

For assets and liabilities that are recognized in the Restated Consolidated financial statements on a recurring basis,
the Holding Company determines whether transfers have occurred between levels in the hierarchy by reassessing
categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the
end of each reporting period.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of
the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained
above.

Fair value of financial instruments measured at fair value through profit and loss and amortised cost.

B.2: OTHER SIGNIFICANT ACCOUNTING POLICIES

 

1. PROPERTY, PLANT & EQUIPMENT

Items of property, plant and equipment are measured at cost, less accumulated depreciation and accumulated
impairment losses.

The cost of an item of property, plant and equipment comprises: (a) its purchase price, including import duties
and non-refundable purchase taxes, after deducting trade discounts and rebates; (b) any costs directly attributable
to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended
by management; (c) the initial estimate of the costs of dismantling and removing the item and restoring the site
on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence
of having used the item during a particular period for purposes other than to produce inventories during that period.

The cost of a self-constructed item of property, plant and equipment comprises the cost of materials and direct
labour, any other cost directly attributable to bringing the item to working condition for its intended use.

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100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

The cost of improvements to leasehold premises, if recognition criteria are met, are capitalized and disclosed
separately under leasehold improvement.

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are
expected to arise from the continued use of the asset. Any gain or loss arising on the disposal and retirement of
an item of property, plant and equipment is determined as the difference between the sale proceeds and the
carrying amount of the asset is recognized in Statement of profit and loss.

Subsequent cost

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that the future economic benefits associated with expenditure will flow to the Group and the
cost of the item can be measured reliably. All other subsequent cost are charged to Statement of profit and loss at
the time of incurrence.

Depreciation

Depreciation on PPE is provided on the straight-line method computed on the basis of useful life prescribed in
Schedule II to the Companies Act, 2013 (‘Schedule II’) on a pro-rata basis from the date the asset is ready to put
to use. Considering the applicability of Schedule II as mentioned above, the details of estimated life for each
category of assets are as under:

 

 

 

 

 

 

 

 

Category of assets Estimated Life
(Years)
Motor Car 8 years
Bike 10 years
Plant and Machinery 15 years
Xerox Machine 5 years
Furniture & Fixtures 10 years
Office Equipment 5 years
Computer & Mobile 3 years

 

 

 

 

The residual values, useful lives and methods of depreciation of property plant and equipment are reviewed by
management at each reporting date and adjusted prospectively, as appropriate.

2. INVENTORIES

Inventories of finished goods are valued at cost or net realizable value (‘NRV’), whichever is lower. Costs of
inventories has been determined using weighted average cost method and comprise all costs of purchase after
deducting non-refundable rebates and discounts and all other costs incurred in bringing the inventories to their
present location and condition. Provision is made for items which are not likely to be consumed and other
anticipated losses wherever considered necessary. The comparison of cost and NRV for traded goods is made on
at item group level basis at each reporting date.

3. LEASES
Lease payments in respect of assets taken on operating lease are charged to the Statement of profit and loss on a

straight-line basis over the period of the lease unless the payments are structured to increase in line with the
expected general inflation to compensate the lessor's expected inflationary cost increases.

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Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

4. BORROWING COSTS

Borrowing costs attributable to the acquisition or construction of a qualifying asset are capitalized as part of the
cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for
intended use. All other borrowing costs are recognized as an expense in the period in which they are incurred.
Capitalization of borrowing costs is suspended during the extended period in which active development is
interrupted. Capitalization of borrowing costs is ceased when substantially all the activities necessary to prepare
the qualifying asset for its intended use or sale are complete. Other borrowing costs are charged to statement of
profit and loss as and when incurred.

5. IMPAIRMENT OF ASSETS

At each reporting date, the Company reviews the carrying amounts of its non-financial assets to determine whether
there is any indication of impairment. If any such indication of impairment exists, then the asset's recoverable
amount is estimated. For impairment testing, assets are grouped together into the smallest group of assets that
generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or cash
generating units (“CGU’).

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell.
Value in use is based on the estimated future cash flows, discounted to their present value using a discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. An
impairment loss is recognized if the carrying amount of an asset or CGU exceeds its estimated recoverable amount.

Impairment losses are recognized in the Statement of profit and loss. They are allocated first to reduce the carrying
amount of any goodwill allocated to the CGU and then to reduce the carrying amounts of the other assets in the
CGU on a pro-rata basis.

For other assets, an impairment loss is reversed only if there has been a change in the estimates used to determine
the recoverable amount. Such a reversal is made only to the extent that the asset's carrying amount does not exceed
the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss
had been recognized

6. PROVISIONS AND CONTINGENT LIABILITIES AND ASSETS

Provisions

Provisions are recognized when the Company has a present legal or constructive obligation as a result of a past
events, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that
reflects current market assessments of the time value of money and the risks specific to the liability. When
discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

Contingent liabilities

Contingent liabilities are possible obligations that arise from past events and whose existence will only be
confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the
control of the Company. Where it is not probable that an outflow of economic benefits will be required, or the
amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of
outflow of economic benefits is remote.

7. EMPLOYEE BENEFITS

Employee benefit liabilities such as salaries, wages and bonus, etc. that are expected to be settled wholly within
twelve months after the end of the reporting period in which the employees render the related service are
recognized in respect of employee's services up to the end of the reporting period and are measured at an
undiscounted amount expected to be paid when the liabilities are settled.

Payment for Leave encashment

The Company has a policy of encashment of unconsumed leaves out of total 30 days of leaves available during
the year. Unconsumed leaves are enchased at the end of the year.

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Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Post Retirement Employee Benefits

Gratuity
(a) Defined contribution plans :

Defined contribution plans are employee state insurance scheme and Government administered pension
fund scheme for all applicable employees and superannuation scheme for eligible employees. The
Company’s contribution to defined contribution plans is recognized in the Consolidated Statement of
Profit and Loss in the financial year to which they relate.

(b) Defined benefit plans
Defined Benefit plans are the plans for which the benefits has been defined for the eligible employees
which are meant to be paid to then at the time of retirement.

Company has obtained the report of Actuary for calculation and computation of liability at the end of
each year in compliance of Ind AS 19 and has made provision and disclosure accordingly.

Provident Fund:-

Provident fund is a defined contribution scheme as the Group pays fixed contribution at pre-determined
rates. Since the Group does not have more than 10 employees associated with it, provision of Provident
Fund Act does not applicable.

8. INCOME TAXES

Current Tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any
adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the
best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any relating
to income taxes. It is measured using tax rates enacted for the relevant reporting period. It is determined as the
amount of tax payable under the provisions of Income Tax Act, 1961, in respect of taxable income for the year.

Deferred Tax

Deferred income taxes reflect the impact of current year timing difference between taxable income and accounting
income for the year and reversal of timing difference of earlier year. Deferred tax is measured based on the tax
rates and the tax laws enacted or substantively enacted at the balance sheet date.

Current Tax for the year

Current Tax are recognized in profit or loss, except when they relate to items that are recognized in other
comprehensive income or directly in equally, in which case, the current and deferred tax are also recognized in
other comprehensive income or directly in equity respectively.

9. FOREIGN CURRENCY TRANSACTIONS AND TRANSLATIONS

Monetary and non-monetary transactions in foreign currencies are initially recorded in the functional currency of
the Group at the exchange rates at the date of the transactions.

Monetary foreign currency assets and liabilities remaining unsettled on reporting date are translated at the rates
of exchange prevailing on reporting date. Gains/(losses) arising on account of realisation/settlement of foreign
exchange transactions and on translation of monetary foreign currency assets and liabilities are recognised in the
Consolidated Statement of profit and loss.

Foreign exchange gains / (losses) arising on translation of foreign currency monetary loans are presented in the
Consolidated Statement of profit and loss on net basis. However, foreign exchange differences arising from

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100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

foreign currency monetary loans to the extent regarded as an adjustment to borrowing costs are presented in the
Consolidated Statement of profit and loss, within finance costs.

Foreign operations

The assets and liabilities of foreign operations including goodwill and fair value adjustments arising on acquisition
are translated into Indian rupees (INR), the functional currency of the Group at the exchange rate at the reporting
date. The income and expenses of foreign operations are translated to Indian rupees (INR) at exchange rates at the
date of transactions or an average rate if the average rate approximates the actual rate at the date of transaction.

Foreign currency translation differences are recognised in other comprehensive income and accumulated in equity.

10. REVENUE RECOGNITION

Under Ind AS 115 - Revenue from Contracts with Customers, revenue is recognized upon transfer of control of
promised goods or services to customers. Revenue is measured at the fair value of the consideration received or
receivable, excluding discounts, incentives, performance bonuses, price concessions, amounts collected on behalf
of third parties, or other similar items, if any, as specified in the contract with the customer. Revenue is recorded
provided the recovery of consideration is probable and determinable.

Revenue is measured at fair value of consideration received/receivable taking into account contractually defined
terms of payment and excluding taxes or duties collected on behalf of the government.

Other Income
Other Income is accounted for on accrual basis except where the receipt income is uncertain.

11. FINANCIAL INSTRUMENTS,

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.

Financial assets

Initial recognition and measurements
All financial assets are recognized initially at cost.

Classification

For the purpose of initial recognition, the Group classifies its financial assets in following categories:

+ Financial assets measured at amortized cost;

+ Financial assets measured at fair value through other comprehensive income (FVTOCI); and

+ Financial assets measured at fair value through profit and loss (FVTPL)

Subsequent measurement

Financial assets at amortized cost

These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost
is reduced by impairment losses, if any. Interest income and impairment are recognized in the Consolidated
Statement of profit and loss.

Financial assets at FVTPL

These assets are subsequently measured at fair value. Net gains and losses, including any interest income, are
recognized in the Consolidated Statement of profit and loss.

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100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Financial liabilities

Recognition and initial measurement

All financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of
the instrument. All financial liabilities are initially measured at fair value minus, for an item not at fair value
through profit and loss, transaction costs that are attributable to the liability.

The company’s financial liabilities include trade and other payables and borrowings including bank overdrafts.
Classification and subsequent measurement

Financial liabilities are classified as measured at amortized cost or FVTPL.

A financial liability is classified as FVTPL if it is classified as held-for-trading, or it is a derivative or it is
designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains
and losses, including any interest expense, are recognized in the Statement of profit and loss.

Financial liabilities other than classified as FVTPL, are subsequently measured at amortized cost using the
effective interest method. Interest expense is recognized in Statement of profit and loss. Any gain or loss on
derecognition is also recognized in the Statement of profit and loss.

Derecognition of Financial Assets and Liabilities

The company derecognizes a financial asset when the contractual rights to the Cash Flows from the financial
asset expire or when the company transfers the contractual rights to receive the Cash Flows of the financial asset
in which substantially all the risks and rewards of ownership of the Financial asset and does not retain control of
the financial asset.

12. EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity share
holder, by weighted average number of equity share outstanding during the period.

Diluted earnings per share is computed by dividing the net profit or loss attributable to equity share holder by
weighted average number of equity and equivalent diluted equity share outstanding during the year except where
the result would be antidilutive.

13. CURRENT / NON CURRENT CLASSIFICATIONS

The Schedule III to the Act requires assets and liabilities to be classified as either Current or Non-current.
An asset is classified as current when it satisfies any of the following criteria:
a) itis expected to be realized in, or is intended for sale or consumption in, the entity’s normal operating
cycle;
b) itis held primarily for the purpose of being traded;
c) itis expected to be realized within twelve months after the balance sheet date; or
d)_ Itis cash or a cash equivalent unless it is restricted from being exchanged or used to settle a liability for
at least twelve months after the balance sheet date.

Current assets include the current portion of non-current financial assets. All other assets are classified as non-
current.

A liability is classified as current when it satisfies any of the following criteria:
a) itis expected to be settled in, the entity’s normal operating cycle;
b) it is held primarily for the purpose of being traded;
c) itis due to be settled within twelve months after the balance sheet date; or
d) The Company does not have an unconditional right to defer settlement of the liability for at least twelve
months after the balance sheet date.

202
2. Expenditure / Income in foreign currency

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

(Rs. in Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the FOR THE YEAR ENDED 31ST MARCH
ARS Period
SOU ended 2021
30.09.2021 2020 2019
Earnings
Sales (Export) 8244.38 7168.21 4459.03 12367.77
Expenditure
Purchase 33716.49 28153.53 10025.63 -
Travelling - - 2.63 2.13
Inspection Charge - : - 1.08
Total 41960.87 35321.74 14487.29 12370.98
3. Remuneration to Auditors (Rs. in Lakhs)
For the FOR THE YEAR ENDED 31ST MARCH
PARTICULARS Period ended
30.09.2021 2021 2020 2019
Statutory Audit Fees 2.00 2.41 1.00 1.00
Total 2.00 2.41 1.00 1.00

 

 

 

 

 

The Holding Company has 100% holding of UEL international FZE (Dubai).

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(Please read section 32 of the Companies Act, 2013)

Current liabilities include current portion of non-current financial liabilities. All other liabilities are classified as
non-current.

Operating cycle

Operating cycle is the time between the acquisition of assets for processing and their realization in cash or cash
equivalents.

14. CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprises of cash at banks and on hand, cheques on hand and short-term deposits with
an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

15. CASH FLOW

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of
transactions of non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and
item of income or expenses associated with investing or financing cash flows. Cash flows from operating,
investing and financing activities of the Group are segregated, accordingly. Cash and cash equivalents in the cash
flow comprise cash at bank, cash/cheques in hand and short-term investments with an original maturity of three
months or less.

16. EXCEPTIONAL ITEMS

Exceptional items are transactions which due to their size or incidence are separately disclosed to enable a full
understanding of the Company’s financial performance.

17. SEGMENT REPORTING
(i) Business Segment

The Group operates in one Business Segment only and hence no separate information for business segment wise
disclosure is required.

(ii) Geographical Segment

The Group operates in one Geographical Segment namely “within India” and hence no separate information for
geographic segment wise disclosure is required.

18. Other Disclosures

1. Managerial Remuneration

 

 

 

 

(Rs. in Lakhs)
For the FOR THE YEAR ENDED 31ST MARCH
Period
PARTICULARS ‘ended 2021
30.09.2021 2020 2019
Director Remuneration 37.64 60.51 108.36 49.11
Total 37.64 60.51 108.36 49.11

 

 

 

 

 

 

 

203
Reconciliation of Restated profit

Dated:

PROSPECTUS
March 31, 2022

100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Annexure 5

(Amt Rs in Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars 30.09.2021 | 2020-21 [2019-20 2018-19
Net Profit Before Tax as per audited consolidated accounts

but before adjustments for restated accounts: 1,222.56 | 1,635.08 | 1,096.49 | 309.91
Provision for Gratuity Recognized - - (2.13) | (13.29)
Loss on Sale/Fair Value of Current Investment carried at

FVTPL : : : 80.30
Miscellaneous Expense already considered for Gratuity

Valuation : 14.75 : -
Capital Gain on Sale of Investments (Removal from Other

Income) - - - -
Difference in amount of Depreciation - - 0.32 -
Net Adjustment in Profit and Loss Account - 14.75 (1.81) | 67.01
Adjusted Profit before Tax 1,222.56 | 1,649.83 | 1,094.68 | 376.92
Net Profit before Tax as per Restated consolidated

Accounts: 1,222.56 | 1,649.83 | 1,094.68 | 376.92

 

 

 

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Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Annexure 6
(Amt Rs in Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Motor ‘Motor Plant & Xerox. Furniture Office
Building Machiner & Equipmen | Computer
Car Car Machine ‘
Particulars y Fixtures t & Mobile Total
Owned Owned Owned Owned Owned Owned Owned Owned
Gross Block
Deemed cost as at 01.04.2018 199.29 57.96 1.82 91.07 0.81 26.69 4.47 5.68 387.79
Additions - : - - - = = - -
Disposals 2.41 0.09 0.14 : : : - 2.64
At cost or fair value as at 31.03.2019 199.29 55.55, 1.73 90.93 0.81 26.69 4.47 5.68 385.15
Additions - 5.38 : 1.18 : : : : 6.56
Disposals - - - - 2 = = 5 2
At cost or fair value as at 31.03.2020 199.29 60.93 1.73 92.11 0.81 26.69 4.47 5.68 391.71
Additions - : : - : - - 0.27 0.27
Disposals - : - - = : * « -
At cost or fair value as at 31.03.2021 199.29 60.93 1.73 92.11 0.81 26.69 4.47 5.95 391.98
Additions - 5.56 : - 0.89 - : 2.79 9.24
Disposals 7 6.03 = < = = - : 6.03
At cost or fair value as at 30.09.2021 199.29 60.46 1.73 92.11 1.70 26.69 4.47 8.74 395.19
Depreciation Block
As at 01.04.2018 = 37.03 1.28 48.50 0.68 23.64 B72 4.39 119.24
Depreciation for the year - 5.79 0.12 7.89 0.06 0.90 0.33 0.77 15.86
Disposals - - - - - - - - -
Accumulated depreciation as at
31.03.2019 = 42.82 1.40 56.39 0.74 24.54 4.05 5.16 135.10
Depreciation for the year = 4.36 0.09 6.43 0.03 0.61 0.13 0.15 11.80

 

 

 

 

 

 

 

 

 

 

 

206
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Disposals - - - 7 z = - - -
Accumulated depreciation as at
31.03.2020 - 47.18 1.49 62.82 0.77 25.15, 4.18 5.31 146.90
Depreciation for the year = 4.30 0.06 5.23 a 0.14 0.06 0.64 10.43
Disposals a. - 5 7 = ia = 5 =
Accumulated depreciation as at the
31.03.2021 - 51.48 1.55 68.05 0.77 25.29 4.24 5.95 157.33
Depreciation for the year - 1.91 0.02 2.12 0.04 0.01 0.01 0.83 4.94
Disposals - 5.54 = - - - - - 5.54
Accumulated depreciation as at the
31.03.2021 - 47.85 1.57 70.17 0.81 25.30 4.25 6.78 167.81
Net Block
As at 31.03.2019 199.29 12.73 0.33 34.54 0.07 2.15 0.42 0.52 250.05
As at 31.03.2020 199.29 13.75 0.24 29.29 0.04 1.54 0.29 0.37 244.81
As at 31.03.2021 199.29 9.45 0.18 24.06 0.04 1.40 0.23 = 234.65
As at 30.09.2021 199.29 12.61 0.16 21.94 0.89 139 0.22 1.96 238.46
Note:-
1. The figures disclosed above are based on the restated consolidated statement of assets and liabilities of the Company.
2. The above statement should be read with the significant accounting policies and notes to restated summary statements of assets and liabilities, profits and losses
and cash flows appearing in Annexures IV, I, II and III.
3. In accordance with the Indian Accounting Standard (Ind AS 36 ) on “ Impairment of Assets”, the management during the year carried out an exercise of identifying
the assets that may have been impaired in accordance with the said Ind AS . On the basis of review carried out by the management, there was no impairment loss
on property, plant and equipment during the year/period ended 31st March, 2021 and 30th September 2021.

 

 

207
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

RESTATED CONSOLIDATED STATEMENT OF INVESTMENT PROPERTY

Annexure 7
(Amt Rs. in Lakh)

 

Particulars

AS AT

 

30.09.2021

31.03.2021 | 31.03.2020 | 31.03.2019

 

Gross Block

 

Opening Value

0.20

0.20

 

Additions

 

Acquisitions

 

Disposals

 

Closing Value

0.20

0.20

 

 

Depreciation Block (Opening)

 

Depreciation for the year

 

Disposals

 

Accumulated Depreciation (Closing)

 

 

Net Block

 

 

 

 

 

 

Notes:

1. The figures disclosed above are based on the restated consolidated statement of assets and liabilities of

the Company.

2. The above statement should be read with the significant accounting policies and notes to restated
summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures

IV, |, I and IL.

RESTATED CONSOLIDATED STATEMENT OF NON CURRENT FINANACIAL ASSETS -

 

 

 

 

 

 

 

 

 

 

 

 

 

INVESTMENT
Annexure 8
(Amt Rs. in Lakh)
Name of the Body Corporate 30.09.2021 31.03.2021 | 31.03.2020 | 31.03.2019
Investments measured at Amortised Cost 19.20 19.20 64.39 60.86
Investments Measured at Fair Value Through 294.27 282.48 572.71 520.30
Profit & Loss (FVTPL) .
Investments Measured at Fair Value Through 44.59 30.32 15.95 21.56
OCI (FVTOCI) :
Other Investments (Carried at cost) - - - -
358.06 332.00 653.05 602.72
Aggregate amount of unquoted investments 19.20 29.30 74.49 70.96
Aggregate amount of quoted investments 200.00 200.00 440.00 440.00
Aggregate market value amount of quoted 338.86 302.70 578.56 531.76
investments :

 

 

 

 

 

 

 

Note

1. The figures disclosed above are based on the restated consolidated statement of assets and liabilities

of the Company.

2. The above statement should be read with the significant accounting policies and notes to restated
summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures

IV, I, I and IL.

208
PROSPECTUS

Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annexure 9
RESTATED CONSOLIDATED STATEMENT OF NON CURRENT FINANCIAL ASSETS - LOANS
AND ADVANCES
(Amt Rs. in Lakh)
AS AT

Particulars

30.09.2021 | 31.03.2021 | 31.03.2020 | 31.03.2019
a. Capital Advances
Secured, considered good - - - -
Unsecured, considered good 17.60 17.60 32.51 32.51
Doubtful - - - -
Less: Provision for doubtful advances - : - -

17.60 17.60 32.51 32.51

b. Other loans and advances
Secured, considered good - - - -
Unsecured, considered good - - - -
Loans receivables, which have significant increase in
credit risk : : - -
Credit impaired - - - -
Total 17.60 17.60 32.51 32.51

 

 

 

 

 

 

 

RESTATED CONSOLIDATED STATEMENT OF NON CURRENT FINANCIAL ASSETS - DEPOSITS
(Amt Rs. in Lakh)

Annexure 10

 

Particulars

AS AT

 

30.09.2021

31.03.2021 | 31

03.2020

31.03.2019

 

 

Deposits to related party - unsecured, considered
good

 

Security Deposits

3.31

1.81

44.99

0.91

 

Unsecured, considered doubtful

 

Provision for doubtful deposits

 

Total

 

 

3.31

 

1.81

 

44.99

0.91

 

 

 

RESTATED CONSOLIDATED STATEMENT OF DEFERRED TAX ASSETS

(Amt Rs. in Lakh)

Annexure 11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars As on

30.09.2021 | 31.03.2021 | 31.03.2020 | 31.03.2019
Reconciliation of Deferred Tax Assets
Arised due to Difference in Depreciation 6.57 6.68 6.96 7.67
Reflected in the Balance Sheet as follows:
Deferred Tax Assets (Net) 6.57 6.68 6.96 7.67
Reconciliation of Deferred Tax Assets
At the start of the year 6.68 6.96 7.67 3.41
Change/(Credit) to Statement of Profit and Loss (0.11) (0.28) (0.71) 4.26
Net deferred tax assets / liabilities 6.57 6.68 6.96 7.67

 

 

 

209
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Annexure 12

RESTATED CONSOLIDATED STATEMENT OF OTHER NON CURRENT ASSETS

(Amt Rs. in Lakh)

 

Particulars

AS AT
30.09.2021 | 31.03.2021 | 31.03.2020 | 31.03.2019

 

 

 

a. Long term trade receivables (including trade
receivables on deferred credit terms)

 

Secured, considered good - - = 2

 

Unsecured, considered good - - - 7.43

 

 

Preliminary Expenses not written off - 3 4 x

 

- - - 7.43

 

b. Debts due by related parties

 

Secured, considered good - - - -

 

Unsecured, considered good** - - - -

 

Doubtful - - - -

 

Less: Provision for doubtful debts - - = -

 

 

 

c. Others (specify nature)

 

Advance to Supplier pending for more than 1 year 288.89 203.67 13.30 37.43

 

Others

 

 

Total

 

 

 

 

 

288.89 203.67 13.30 44.86

 

Notes:
1.

2.

The figures disclosed above are based on the restated consolidated statement of assets and liabilities of
the Company.

The above statement should be read with the significant accounting policies and notes to restated
summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures
IV, I, I and IL.

Annexure 13

RESTATED CONSOLIDATED STATEMENT OF INVENTORIES

(Amt Rs. in Lakh)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As on As on As on As on
Particulars 30.09.2021 31.03.2021 31.03.2020 31.03.2019
Value Value Value Value
a. Raw Materials and components - - - 74.29
b. Work-in-progress - - - -
c. Finished goods 21,346.37 7,294.84 2,640.54 4,186.85
Total 21,346.37 7,294.84 2,640.54 4,261.14
Notes:
1. Inventory has been physically verified by the management of the Company at the end of respective

2.

3.

year/period

The figures disclosed above are based on the restated consolidated statement of assets and liabilities of
the Company.

The above statement should be read with the significant accounting policies and notes to restated
summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures
IV, I, I and IL.

210
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Annexure 14

RESTATED CONSOLIDATED STATEMENT OF CURRENT FINANCIAL ASSETS - TRADE
RECEIVABLES

(Amt Rs. in Lakh)

 

 

 

 

 

 

Particulars ‘As.on

30.09.2021 31.03.2021 | 31.03.2020 | 31.03.2019
- From Related Parties 103.16 - - -
- From Others 3,735.58 2,831.47 1,319.28 1,373.01
Total 3,838.74 2,831.47 1,319.28 1,373.01

 

 

Break-up for security details:
Secured, considered good - - - -
Unsecured, considered good 3,838.74 2,831.47 1,319.28 1,373.01
Trade receivables, which have significant
increase in credit risk - - - -

 

 

 

 

Credit impaired - 2 2 z

 

 

Impairment allowance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit Impaired - - : -
Ageing
Not Exceeding Six Months 3,513.09 2,831.47 1,244.96 1,359.15
Exceeding Six Months 325.65 3.24 74.32 13.86
Total 3,838.74 2,834.71 1,319.28 1,373.01
Notes:
1. The figures disclosed above are based on the restated consolidated statement of assets and liabilities of
the Company.

2. The above statement should be read with the significant accounting policies and notes to restated
summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures
IV, I, I and IL.
Annexure 15
RESTATED CONSOLIDATED STATEMENT OF CURRENT FINANCIAL ASSETS - CASH & CASH
EQUIVALENTS
(Amt Rs. in Lakh)

 

As on
30.09.2021 | 31.03.2021 | 31.03.2020 | 31.03.2019

Particulars

 

 

 

Cash on Hand (As Certified by Management)
- Indian Currency 6.00 2.40 5.63 4.86
- Foreign Currency 8.26 13.71 12.45 13.62

 

 

 

 

Balances with Banks

 

 

 

 

 

 

 

 

 

 

 

- In Current Accounts 1,287.72 419.55 354.48 911.45
- In Deposit Account 1,396.15 1,309.06 910.84 506.49
- In Foreign Currency Account 91.72 1.07 1.07 1.07
Total 2,789.84 1,745.78 1,284.45 1,437.49
Notes:
1. The figures disclosed above are based on the restated consolidated statement of assets and liabilities of
the Company.

211
2.

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

The above statement should be read with the significant accounting policies and notes to restated
summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures
IV, 1, I and IL.

Annexure 16

RESTATED CONSOLIDATED STATEMENT OF CURRENT FINANCIAL ASSETS - LOANS AND

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ADVANCES
(Amt Rs. in Lakh)
Particulars son
30.09.2021 | 31.03.2021 | 31.03.2020 | 31.03.2019
Loans and advances to employees 9.68 7.13 10.34 -
Secured, considered good - - - -
Unsecured, considered good - - 744.82 37.34
Loans receivables, which have significant increase in
credit risk : : - -
Credit impaired - - - -
Others : : - -
Total 9.68 7.13 755.16 37.34
Notes:
1. The figures disclosed above are based on the restated consolidated statement of assets and liabilities of

2.

the Company.

The above statement should be read with the significant accounting policies and notes to restated
summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures
IV, I, I and I.

Annexure 17

RESTATED CONSOLIDATED STATEMENT OF OTHER CURRENT ASSETS

(Amt Rs. in Lakh)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Asion
30.09.2021 31.03.2021 | 31.03.2020 | 31.03.2019
Other current Assets
Balances with Government Authority 497.04 475.54 889.66 740.07
Advance to Suppliers 3,073.20 6,704.96 13,970.56 1,588.91
Prepaid Expenses 21.02 - 0.11 -
Other Receivables - - 0.02 -
Sum Receivable from Related Parties : - 3.56 -
Total 3,591.26 7,180.50 14,863.90 2,328.98
Notes:
1. The figures disclosed above are based on the restated consolidated statement of assets and liabilities of
the Company.
2. The above statement should be read with the significant accounting policies and notes to restated
summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures
IV, I, I and IL.
3. List of persons/entities classified as ‘Promoters’ and 'Group Companies' has been determined by the

Management and relied upon by the Auditors. The Auditors have not performed any procedure to
determine whether the list is accurate and complete.

212
RESTATED CONSOLIDATED STATEMENT OF SHARE CAPITAL

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

Annexure 18

(Amt Rs. in Lakh)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

. As At30th September | as ae 31st March 2021 As At 31st March 2020 As At 31st March 2019
Share Capital 2021

Number Amt. Rs. Number Amt. Rs. Number Amt. Rs. Number Amt. Rs.
Authorised Share Capital 4,00,00,000 4,000.00 2,50,00,000 2,500.00 2,50,00,000 2,500.00 2,50,00,000. 2,500.00
Issued, Subscribed & Paid up Share Capital | _2,49,86,300 | __ 2,498.63 2,49,86,300 2,498.63 2,49,86,300 2,498.63 | __2,49,86,300 2,498.63
Subscribed Share Capital 2,49,86,300 2,498.63 2,49,86,300 2,498.63 2,49,86,300 2,498.63 2,49,86,300 2,498.63
Fully Paid up Share Capital 2,49,86,300 | 2,498.63 | 2,49,86,300 2,498.63 | _2,49,86,300 2,498.63 | 2,49,86,300 2,498.63
Subscribed but not fully paid up - = - = = =

A. RECONCILIATION OF NUMBER OF SHARES
Particnlars Equity Shares Equity Shares Equity Shares Equity Shares

Number Amt. Rs. Number Amt. Rs. Number Amt. Rs. Number Amt. Rs.
Shares outstanding at the beginning of the year 2,49,86,300 | 2,498.63 2,49,86,300 2,498.63 2,49,86,300 2,498.63 2,49,86,300 2,498.63
Shares Issued during the year - = - - -
Shares bought back during the year - = 2 > = =
Shares outstanding at the end of the year 2,49,86,300 | 2,498.63 2,49,86,300 2,498.63 2,49,86,300 2,498.63 2,49,86,300 2,498.63

 

 

 

B. TERNS/RIGHTS ATTACHED TO EQUITY SHARES

The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity share is entitled to one vote per equity share. The dividend
proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the
event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their

shareholding.

213
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as at 1st April, 2018 628.78 - - - 129.25 1,270.45 | 2,028.48
Other Comprehensive Income for the year 2018-19 - - (32.98) = : : (32.98)

Profit for the year 2018-19 - - - - zi 288.66 288.66

Amount Occurred due to fluctuation in foreign currency - 66.52 - - . . 66.52
Balance as at 31st March, 2019 628.78 66.52 (32.98) - 129.25 | 1,559.11 | 2,350.67
Other Comprehensive Income for the year 2019-20 - : (9.19) - : 0.68 (8.51)
Profit for the year 2019-20 - - - - I 832.98 832.98
Amount Occurred due to fluctuation in foreign currency - 80.79 - - - - 80.79
Balance as at 31st March, 2020 628.78 147.31 (42.17) - 129.25 | 2,392.77 | 3,255.94
Other Comprehensive Income for the year 2020-21 - - 6.32 % - 3.81 10.13
Profit for the year 2020-21 - - - - - | 1,218.47 | 1,218.47
Amount Occurred due to fluctuation in foreign currency - (29.30) - - - - (29.30)
Balance as at 31st March, 2021 628.78 118.01 (35.85) : 129.25 | 3,615.06 | 4,455.25
Other Comprehensive Income for the year 2020-21 - - 28.22 - - 1.17 29.39
Profit for the year 2020-21 - - - - : 897.12 897.12
Amount Occurred due to fluctuation in foreign currency - 14.45 - - - - 14.45
Balance as at 30th Sept, 2021 628.78 132.46 (7.63) : 129.25 | 4,513.35 | 5,396.21

 

Nature and Purpose of Reserve

1. Retained Earnings:
Retained earnings are the accumulated losses earned by the Company till date, as adjusted for distribution to owners.

2. Security Premium is created for premium received on issue of shares. Use of the same shall be in accordance with as required by companies act 2013

3. Foreign Currency Translation Reserve has been arised on translation and consolidation of its wholly owned subsidiary M/s U.E.L. International FZE and is adjusted every
year to account for the fluctuation of exchange rates.

1. The figures disclosed above are based on the restated consolidated statement of assets and liabilities of the Company.

2. Company does not have any Revaluation Reserve.

3. The above statement should be read with the significant accounting policies and notes to restated summary statements of assets and liabilities, profits and losses and cash
flows appearing in Annexures IV, I, II and III.

215
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

C._ Details of Shares held by shareholders holding more than 5% of the aggregate shares in the co.

 

 

 

 

 

 

 

 

 

 

 

Name of Shareholder As At 30th September As At 31st March 2021 As At 31st March 2020 As At 31st March 2019
2021
No. of % of No. of % of No. of Shares % of No. of % of
Shares held | Holding | Shares held Holding held Holding Shares held Holding
Mukesh Khemuka z= : 28,34,400 11.34% 28,34,400 11.34% 28,34,400 11.34%
Rakesh Khemuka 79,87,500 31.97% 51,53,100 20.62% 51,53,100 20.62% 51,53,100 20.62%
Sumitra Devi Khemuka 25,76,800 10.31% 25,76,800 10.31% 25,76,800 10.31% 25,76,800 10.31%
Madan Mohan Khemuka 14,13,500 5.66% 14,13,500 5.66% 14,13,500 5.66% 14,13,500 5.66%
M.M.Khemuka & Sons(HUF) 28,20,000 11.29% 28,20,000 11.29% 28,20,000 11.29% 28,20,000 11.29%
Sweta Khemuka 34,37,250 13.76% 34,37,250 13.76% 34,37,250 13.76% 34,37,250 13.76%
Rakesh Kumar Khemuka HUF 18,91,250 7.57% = - = - = -
Primerose Dealers (p) Ltd 34,30,000 13.73% 34,30,000 13.73% 34,30,000 13.73% 34,30,000 13.73%
Total 2,35,56,300 2,16,65,050 2,16,65,050 2,16,65,050

 

 

 

 

 

 

 

 

 

 

 

 

 

As per the Companies Act, 2013, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts in the
event of liquidation of the Company. The distribution will be in proportion to the number of equity shares held by the shareholders.

D. There are no shares reserved for issue under options and contracts / commitments for the sale of shares / disinvestment.
E. There is no dividend paid or proposed during the year and during the previous year

RESTATED CONSOLIDATED STATEMENT OF OTHER EQUITY

(Amt Rs. in Lakh)

 

 

Changes Reserves and Surplus
Foreign Equity nove
General Currency Instruments Risk of
B. OTHER EQUITY Raserye Translation | through Other Financial Securities Retained | TOTAL
Reserve Comprehensive § Denes Premium .
‘Account Income Liabilities R Earnings
measured SSeIVE
at FVPL

 

 

 

 

 

 

 

 

 

 

 

214
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

Annexure 19

RESTATED CONSOLIDATED STATEMENT OF NON CURRENT FINANCIAL LIABILITIES —

BORROWINGS

(Amt Rs. in Lakh)

 

Particulars

As at

 

30.09.
2021

31.03. | 31.03. | 31.03.
2021 2020 2019

 

Long Term Borrowings

 

Secured Loan

 

- From Bank

 

- From Others

 

- From Directors

 

Total Long Term Borrowings (Secured)

 

 

In case of continuing default as on the balance sheet date in
repayment of loans and interest with respect to above

 

1, Period of default

 

2. Amount

 

 

Unsecured Loan

 

- From Banks

 

- From Financial Institution

 

- From Directors/ Related Parties

550.57,

352.26 | 325.48 | 51.39

 

Total Long Term Borrowings (Unsecured)

550.57

352.26 | 325.48 | 51.39

 

 

In case of continuing default as on the balance sheet date in
repayment of loans and interest with respect to above

 

1. Period of default

 

2. Amount

 

 

“Other financial liabilities"

Less. Current portion of long-term borrowings disclosed under

 

 

Total

 

550.57

 

 

352.26 | 325.48 | 51.39

 

 

 

 

Annexure 20

RESTATED CONSOLIDATED STATEMENT OF NON CURRENT LIABILITIES — PROVISIONS

(Amt Rs. in Lakh)

 

 

 

 

 

Particulars As on

30.09.2021 | 31.03.2021 | 31.03.2020 | 31.03.2019
Provision for Gratuity 12.25 13.86 12.50
Total 12.25 13.86 12.50

 

 

 

 

 

 

216
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Annexure 21

RESTATED CONSOLIDATED STATEMENT OF CURRENT FINANCIAL LIABILITIES —
BORROWINGS
(Amt Rs. in Lakh)

As at

 

 

Particulars
30.09.2021 | 31.03.2021 | 31.03.2020 | 31.03.2019

 

 

Secured Loan
-From Banks 5,628.20 3,861.81 1,470.39 4,004.82
(Security Details has been depicted in note 21.1)
-From other parties * - -
-From Director/Related Parties - - z
-Current Maturities of Long Term Debt - - -
Total 5,628.20 3,861.81 1,470.39 4,004.82

 

 

 

 

 

 

 

 

In case of continuing default as on the balance
sheet date in repayment of loans and interest with
respect to above

1. Period of default - - - -
2. Amount - = : =

 

 

 

 

Unsecured Loan
- From Banks - = - a

 

 

- From Other Parties - * - -
- From Director/Related Parties - - - z
Total - = * -

 

 

 

 

In case of continuing default as on the balance
sheet date in repayment of loans and interest with
respect to above

1, Period of default : : - -

2. Amount a 4 E =
Grand Total 5,628.20 3,861.81 1,470.39 4,004.82
Notes:

 

 

 

 

 

 

 

 

 

 

1. The figures disclosed above are based on the restated consolidated statement of assets and liabilities of
the Company.

2. The above statement should be read with the significant accounting policies and notes to restated
summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures
IV, I, Hand IL.

3. List of persons/entities classified as ‘Promoters’ and Promoter Group Companies' has been determined
by the Management and relied upon by the Auditor. The Auditor have not performed any procedure to
determine whether the list is accurate and complete.

The terms and conditions and other information in respect of Secured Loans are given in Annexure
21.1

217
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

Capita
1
Worki NA Nil Terms not NA
Sweta Khemka Unsecur | ng , stipulated 259.50 - -
ed Loan | Capita
l
Worki NA Nil Terms not NA
Sumitra Devi Unsecur | ng stipulated 2.13 2.13 1.87
Khemuka ( Loan) ed Loan | Capita
1
Pledge of
warehouse
receipts/
storage receipts
with lien noted
in favour of
Axis Bank Ltd. Principal
One undated repayment
Worki cheque with along with
; ss Credit | ng PDC drawn in interest on due r
Axis Bank Limited Line Capita 1,500 favour of Axis dates i.e. at the Nil
1 bank Ltd for end of tenure of
CLWF loan a/c each
of UMA disbursement
EXPORTS
Limited with
amount kept
blank and not
exceeding Rs.
15.00 cr 223.83 : 205.02

 

 

 

 

 

 

 

 

 

 

 

219
Annexure 21.1

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

RESTATED CONSOLIDATED STATEMENT OF PRINCIPAL TERMS OF LOANS AND ASSETS CHARGED AS SECURITY

(Amt Rs. in Lakh)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding Outstanding
Sanctio amount (In amount (In
Nature Pi ned — . | Lakhs Rs.) as Lakhs Rs.) as_| Outstanding amount
Name of Lender of uP) Amount Secuniees Re-Payment | Moratori on (as per on (as per (In Lakhs Rs.) as on
ffered Schedule um Pp P
Facility se (In * Books) Books) (as per Books)
Lakhs
Rs.) 30.09.2021 31.03.2021 31.03.2020
‘Agrocomm Trading Worki NA Nil Terms not NA
Cc 5 Unsecur | ng stipulated - - 50.37
company (P) Ltd. 5

Lea ed Loan | Capita

l

Worki NA Nil Terms not NA
M.M.Khemka & Sons | Unsecur | ng stipulated 25.76 7.76 6.82
( HUF) ed Loan | Capita

1

Worki NA Nil Terms not NA
Mukesh Khemuka Unsecur | ng stipulated - - -
(Loan) ed Loan | Capita

l

Worki NA Nil Terms not NA
Mukesh Kumar Unsecur | ng stipulated - - -
Khemka (HUF) Loan ed Loan | Capita

1

Worki NA Nil Terms not NA
Raj Kumar Agarwal Unsecur | ng stipulated 0.91 0.91 0.91
(Loan) ed Loan | Capita

1

Worki NA Nil Terms not NA
Rakesh Khemka Unsecur | ng stipulated 235.40 297.45 233.61
(Loan) ed Loan | Capita

1
Rakesh Kumar Unsecur | Worki NA Nil Terms not NA
Khemka (HUF) Loan ed Loan | ng stipulated 26.87 44.02 38.65

 

 

 

218
Union Bank of India

Cash
Credit

 

Worki

ng
Capita

 

EPC/PC
FC

Worki
ng
Capita

5,000

Primary
Security:
Hypothecation
of stock and
book debts,
Counter
indemnity and
lien on
FDR,Cash
margin & stock
procured under
LC
Collateral
Security : Flat,
Godown, Asign
ment of policy
in the name of
Rakesh
Khemka &
Mukesh
Khemka,
DRIC, Union
KBC Mutual
fund folio no.
10031304,
DRIC(cutback
of 1 lacs p.m.)
& existing
deposit

 

On Demand

Nil

2474.16

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

2289.96 0.98

 

As per the
terms of EPC

Nil

1722.76

488.11 -

 

 

ICICI Bank Limited

 

EPC/PC
FC

 

Worki

ng
Capita

 

3,000

 

Stock, Book
Debts, HDFC
MF Investment
folio no.
11436585, FDs
No.

 

180 days or
expiry of
contracts/

export LCs

whichever is
earlier

 

Nil

 

225.52

 

 

 

1083.74 1264.40

 

220
FUBD/F
BP

 

 

Cash
Credit

 

WCDL

003413009086,
LIC, NSC,

FMP etc.
Against
documents of
title to goods
viz Bills of
Lading/AWBs,
Bills of
Exchange,invoi
ces, packing
lists,certificates
of origin or any
other
documents as
specified under
the terms of
LCs

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

In case of DA
bills usance not
exceeding 180
days

Nil

 

Nil

 

On maturity
date

Nil

 

 

 

Derivate
s

 

To
hedge
interes
trate
or
curren
cy risk

 

320

 

Personal
Guarantee

 

1 Years

 

Nil

 

 

 

 

 

221
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Annexure 22

RESTATED CONSOLIDATED STATEMENT OF CURRENT FINANCIAL LIABILITIES - TRADE
PAYABLES

(Amt Rs. in Lakh)

 

As on
30.09.2021 | 31.03.2021 | 31.03.2020 | 31.03.2019

 

Particulars

 

 

Trade Payables
For Goods & Services

 

 

 

 

 

 

 

 

 

 

 

 

- Others

"- Payable for Less than 12 Months 13,351.62 4,759.48 7,717.78 1,061.49
"- Payable for More than 12 Months 99.78 121.40 0.61 8.91
Total 13,451.40 4,880.88 7,718.39 1,070.40

 

Dues to micro and small enterprises

 

As on
Particulars 30.09.20 /31.03.20 |31.03.20 /31.03.20
21 21 20 19

 

 

 

The amounts remaining unpaid to micro and small suppliers as
at the end of the year

-Principal - - - -
-Interest 5 = = =

 

 

 

The amount of interest paid by the buyer as per the Micro, Small
and Medium Enterprises Development Act, 2006 - = * -

 

The amounts of the payments made to micro and small suppliers
beyond the appointed day during each accounting year. - - - -
The amount of interest due and payable for the period of delay in
making payment (which have been paid but beyond the appointed
date during the year) but without adding the interest specified
under MSMED Act, 2006 - - - -
The amount of interest accrued and remaining unpaid at the end
of each accounting year. - - - -
The amount of further interest remaining due and payable even in
the succeeding years, until such date when the interest dues as
above are actually paid to the small enterprise for the purpose of
disallowance as a deductible expenditure under the MSMED Act,
2006. : - : :

 

 

 

 

 

 

 

 

 

 

 

Notes:

1. The figures disclosed above are based on the restated consolidated statement of assets and liabilities of
the Company.

2. The above statement should be read with the significant accounting policies and notes to restated
summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures
IV, I, I and I.

3. 3. Auditor has relied upon management for identification of MSME enterprises as defined in the Micro,
Small, Medium Enterprises Development Act, 2006. The Auditor have not performed any procedure to
determine whether the list is accurate and complete.

222
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Annexure 23

RESTATED CONSOLIDATED STATEMENT OF OTHER CURRENT LIABILITIES
(Amt Rs. in Lakh)

 

 

 

 

 

 

 

 

 

Particulars Asion

30.09.2021 31.03.2021 31.03.2020 31.03.2019
Statutory Dues 105.07 25.74 34.14 15.77
Advance from Customers 3,750.53 2,326.92 5,150.48 77.88
Outstanding Expenses 784.92 941.00 1,020.44 147.83
Other Payable = - 23.67 0.49
Total 4,640.52 3,293.67 6,228.73 241.98

 

 

 

 

Annexure 24

RESTATED CONSOLIDATED STATEMENT OF SHORT TERM PROVISIONS
(Amt Rs. in Lakh)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Ason
30.09.2021 31.03.2021 31.03.2020 31.03.2019

(a) Provision for employee benefits 12.19 5.76 2.42 3.63
(b) Others (Specify nature)

- Provision for Taxation 295.72 496.85 342.52 141.05

- Provision for Gratuity L.3% 1.13 0.88 0.79

-Audit Fee 2.00 1.08 1.90 1.00
Total 311.28 504,82 347.73 146.48

Notes:

1. The figures disclosed above are based on the restated consolidated statement of assets and liabilities of
the Company.

2. The above statement should be read with the significant accounting policies and notes to restated
summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures
IV, I, I and I.

Annexure 25
RESTATED CONSOLIDATED STATEMENT OF REVENUE FROM OPERATIONS

(Amt Rs. in Lakh)

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars For the Period Ended
30.09.2021 31.03.2021 31.03.2020 31.03.2019

Sale of Products

- Export 8,244.38 7,168.21 4,387.41 12,367.77
- Domestic 36,785.60 67,047.31 76,289.01 20,323.85
- High Seas Sales 7,106.60 = 5 &
Sale of Services

- Export - - g 2
- Domestic - - - -
Total 52,136.58 74,215.52 80,676.42 32,691.62

 

 

 

 

 

 

 

223
PROSPECTUS

Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

1. The figures disclosed above are based on the restated consolidated statement of profit and loss of the

Company.

2. The above statement should be read with the significant accounting policies and notes to restated
summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures

IV, 1, I and IL.

RESTATED CONSOLIDATED STATEMENT OF OTHER OPERATING REVENUE

Annexure 26

(Amt Rs. in Lakh)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars For the Year Ended
30.09.2021 | 31.03.2021 | 31.03.2020 | 31.03.2019

Related and Recurring Income:

Effects on Exchange Rate Differences 127.03 52.34 57.69 87.65
Export Incentives 9.66 8.13 3.57 13.86
Insurance Claim 10.74 25.47 33.31 13.53
Commission 36.85 153.96

Washout Charges : 557.93 55.75 -
Delay Payment Charges - - 56.74 -
Service Tax Refund : : 1.45 :
Misc. Income 42.01 5 2.20 =
Packing Charges - - - 3.08
Rent Received : - - 271
Gain on Sale of Investments : : - -
Profit on Currency Hedging - 28.59 - -
Washout Charges - - - -
Gain on Sale of Current Investment carried at

EVTPL z : 3.07 Z
Gain on Sale of Non Current Investment carried at

Amortized Cost - 12.81 - -
Gain on Sale/Fair Value of Current Investment

carried at FVTPL 11.79 17.54 52.41 80.30
Total 238.08 856.78 266.19 201.13

RESTATED CONSOLIDATED STATEMENT OF OTHER INCOME
Annexure 27
(Amt Rs. in Lakh)
Particulars For the Year Ended
30.09.2021 31.03.2021 31.03.2020 31.03.2019

Interest 19.74 130.23 88.17 43.90
Dividend 0.05 0.11 0.06 0.38
Total 19.79 130.34 88.23 44.28

 

 

 

The classification of other income as recurring/not-recurring, related/not-related to business activity is
based on the current operations and business activity of the Company as determined by the management.
The figures disclosed above are based on the restated consolidated statement of profit and loss of the
Company.

The above statement should be read with the significant accounting policies and notes to restated
summary statements of assets and liabilities, profits and losses and cash flows appearing in Annexures
IV, I, I and III

224
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

RESTATED CONSOLIDATED STATEMENT OF COST OF MATERIAL CONSUMED

Annexure 28
(Amt Rs. in Lakh)

 

 

 

 

 

 

 

 

 

 

 

For the Period For the year | For the year | For the year
5 ended 30th ended 31st ended 31st ended 31st
Particulars September 2021 | March 2021 | March 2020 | March 2019
Purchases
-Domestic 25,967.61 43,816.49 62,269.22 28,947.67
-Import 33,716.49 28,153.53 10,025.63 =
Less :
Discount zs 1.09 180.50 25.20
Total 59,684.10 71,968.93 72,114.35, 28,922.47

 

 

 

 

RESTATED CONSOLIDATED STATEMENT OF CHANGES IN INVENTORIES OF STOCK-IN-

TRADE

Annexure 29
(Amt Rs. in Lakh)

 

Particulars

For the For the
Period year
ended 30th ended
September 31st
2021 March
2021

For the For the

year year

ended ended
31st 31st

March March
2020 2019

 

Stock-In-Trade

Inventories at the end of the year

 

21,346.37 7,294.84

2,640.54 | 4,261.14

 

 

Stock-In-Trade

Inventories at the beginning of the year

 

7,294.84 2,640.54

4,261.14 | 3,399.24

 

 

 

Net(Increase)/decrease

 

 

(14,051.53) | (4,654.30)

 

 

 

1,620.61 | (861.90)

 

RESTATED CONSOLIDATED STATEMENT OF EMPLOYEE BENEFITS EXPENSES

Annexure 30
(Amt Rs. in Lakh)

 

 

 

 

 

 

 

 

 

 

For the Period For the year | For the year | For the year
Particulars ended 30th ended 31st ended 31st ended 31st
September 2021 | March 2021 March 2020 March 2019
a) Salaries & Bonus 31.73 69.11 62.55 51.38
b) Staff Welfare 751 2.14 0.99 1.81
c) Provision for Gratuity 1.34 2.45 2.13 13.29
d) Director Remuneration 37.64 60.51 108.36 49.11
Total 78.22 134.20 174.04 115.59

 

 

 

 

 

 

225
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on Commodity Hedging - 4.20 9.53 -
Total 4,599.32 | 5,628.98 | 5,146.87 | 3,850.28
PAYMENT TO AUDITORS AS:
Annexure 33.1
(Amt Rs. in Lakh)
Particulars For the Period For the year | For the year | For the year
ended 30th ended 31st ended 31st ended 31st
September 2021 | March 2021 March 2020 March 2019
Payment to auditors
a. Statutory Audit fees 2.00 2.41 1.00 1.00
b. for taxation matters : - : -
c. for company law matters - - - -
d. for management services - - - -
e. for other services : - - -
f. for reimbursement of expenses - - - -
Total 2.00 2.41 1.00 1.00

 

 

 

 

 

RESTATED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME

Annexure 34
‘Amt Rs. in Lakh)

 

 

 

 

 

 

 

 

 

 

 

Particulars For the Period For the year For the year For the year
ended 30th ended 31st ended 31st ended 31st
September 2021 March 2021 March 2020 March 2019
Gain/Loss on fair value
remeasurement of Non Current
Investment carried at FVTOCI 28.22 6.32 (9.19) (32.98)
Less : Actuarial Loss (Gain) on
PV Obligations of Employee
Benefits (1.17) (3.81) (0.68) :
Less : Reduction on Account of
Disposal of Accounts - - - -
Less - Income Tax Relating to
the Matters that will not be
reclassified to Profit & Loss
Account = fs 2 2
Total 29.39 10.13 -8.51 (32.98)

 

 

 

 

 

 

RESTATED CONSOLIDATED STATEMENT OF MANDATORY ACCOUNTING RATIOS

Annexure 35

(Amt. in Lakhs Rs., except per share data)

 

 

 

 

 

 

 

 

 

 

Particulars As at

30.09.2021 | 31.03.2021 | 31.03.2020 | 31.03.2019
Net Worth (A) 7,894.84 6,953.88 5,754.57 4,849.30
EBITDA 2,086.35 2,124.82 1,974.97 910.59
Restated Total Comprehensive Income 926.51 1,228.60 824.47 255.68
Less: Prior period item 7 : - -

 

 

 

 

227
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

RESTATED CONSOLIDATED STAEMENT OF FINANCE COST

Annexure 31
(Amt Rs. in Lakh)

 

 

 

 

 

Particulars For the Period For the year | For the year | For the year
ended 30th ended 31st ended 31st ended 31st
September 2021 | March 2021 March 2020 March 2019
Interest on Loans and Advances 124.32 390.90 836.05 443.76
Finance Charges 39.23 73.66 32.44 74.05
Interest on procurement* 695.30
Total 858.85 464.56 868.49 517.81

 

* Interest on procurement is in relation to carrying cost on imported goods.

RESTATED CONSOLIDATED STATEMENT OF DEPRECIATION Al

ND AMORTISATION

Annexure 32
(Amt Rs. in Lakh)

 

 

 

 

 

 

 

 

Particulars For the Period For the year | For the year | For the year
ended 30th ended 31st ended 31st ended 31st
September 2021 | March 2021 March 2020 March 2019
Depreciation 4.94 10.43 11.80 15.86
Amortisation = -
Total 4.94 10.43 11.80 15.86

 

 

 

 

RESTATED CONSOLIDATED STATEMENT OF OTHER EXPENSES

Annexure 33
(Amt Rs. in Lakh)

 

 

 

 

 

 

 

 

Particulars For the For the For the For the
Period year year year
ended 30th ended ended ended
September 31st 31st 31st
2021 March March March
2021 2020 2019
Audit Fees 2.00 2.41 1.00 1.00
Other Direct Expenses 20.31 76.56 95.27 106.65
Office Administration Expenses 56.23 85.23 71.02 75.03
Sales and Administration Expenses 26.57 80.74 13.55 4.27
Insurance 59.35, 47.82 29.49 46.02
Professional/Consultancy Fee 137.65 80.60 43.30 20.34
Rates & Taxes 76.32 67.81 157.74 12.30

 

Commission

242.58 345.63

820.10 302.01

 

Carriage Inward & Freight

857.52 899.25

695.01 992.57

 

Clearing & Forwarding charges

269.73 397.72

225.65 343.23

 

Import Duty & Permit Charges

2,181.98 | 2,602.42

2,170.87 | 1,182.96

 

 

 

 

 

 

 

 

 

Phytosanitary Charges 221.50 506.82 174.71 94.03
Material Handling Charges 213.28 251.99 182.76 68.96
Asset Write off - - - 2.64
Rent 225.88 169.63 449.87 257.44
Compensation for Cancellation/ Non Compliance of - - - 340.82
Orders

Donation 8.42 10.16 7.00 -

 

 

 

 

226
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

RESTATED CONSOLIDATED STATEMENT OF RELATED PARTY TRANSACTION

Annexure 36
(Amt Rs. in Lakh)

 

a)

Company/entity owned or significantly
influenced by directors/ KMP

Agrocomm Trading Company Private Limited
Uma Agro Exports Private Limited

Uma Udyog
Umaexpo Private Limited

 

 

 

 

Agrocomm Trading

 

 

b)

 

 

 

 

 

Key Management Personnel’s/Directors:

Mr. Rakesh Khemka

Mr. Madan Mohan Khemuka
Ms. Sibani Dutta

Mr. Rachna Khemka

Mr. Shrawan Agarwal

Ms. Sriti Singh Roy

 

 

 

 

 

 

 

9)

 

Relative of Key Management
Personnel’s/Director/Partners:

Ms. Sumitra Devi Khemka
Mr. Mukesh Khemka

Rakesh Kumar Khemka HUF
Mr. Prashant Agarwal

Ms. Siddhi Khemka

Mukesh Kumar Khemka HUF
Ms. Sweta Khemka

Raj Kumar Agarwal

Mr. Nitish Khemka

Mr. Rishabh Khemka

MM Khemka HUF & Sons

 

 

 

 

 

 

 

 

 

 

 

2. Transaction with Key Related Parties

(Amt Rs. in Lakh)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. No. | Nature of Transaction

30.09.2021 | 31.03.2021 | 31.03.2020 | 31.03.2019
Remuneration 37.92 62.66 118.65 52.83
Interest : 50.80 55.20 6.07
Loan Taken 318.00 1,150.36 300.50 10.50
Loan Repaid 119.69 1,155.89 393.08 8.97
Professional Fee - 6.30 % 9.00
Salary 10.72 7.92 4.32 4.32
Purchases - 259.78 3,820.38 237.11
Sales 388.02 871.98 1,455.85, 881.50
Loan Collected : : 15.00 5
Loan Given : : = 17.50
Interest Received - 1.18 4 g
Commission 6.30 10.60 = -

 

 

 

 

 

 

 

229
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Profit after Tax (B) 926.51 1,228.60 824.47 255.68.

Number of Equity Share outstanding as on the End of 249.86 249.86 249.86 249.86

Year/Period (C)

Weighted average no of Equity shares at the time of 249.86 249.86 249.86 249.86

end of the year (D)

Weighted average number of equity shares at the end 249.86 249.86 249.86 249.86

of the year/ period after bonus (E)

Current Assets (F) 31,575.89 | 19,062.96 | 20,863.34 9,437.96

Current Liabilities (G) 24,031.39 | 12,541.18 | 15,765.24 5,463.68

Face Value per Share 10.00 10.00 10.00 10.00

Restated Basic and Diluted Earnings Per Share 3.71 4.92 3.30 1.02

Before Bonus (Rs.) (B/D)

Restated Basic and Diluted Earnings Per Share After 3.71 4.92 3.30 1.02

Bonus (Rs.) (B/E)

Return on Net worth (%) (B/A) 11.74% 17.67% 14.33% 5.27%

Net asset value per share - Pre Bonus (A/D) (Face 31.60 27.83 23.03 19.41

Value of Rs. 10 Each)

Net asset value per share - Post Bonus (A/E) (Face 31.60 27.83 23.03 19.41

Value of Rs. 10 Each)

Current Ratio (F/G) 1.31 1:52 1.32 1573
Note:

1) The ratios have been computed as below:

(a) Basic earnings per share (Rs. ) - : Net profit after tax as restated for calculating basic EPS / Weighted average
number of equity shares outstanding at the end of the period or year

(b) Diluted earnings per share (Rs. ) - : Net profit after tax as restated for calculating diluted EPS / Weighted
average number of equity shares outstanding at the end of the period or year for diluted EPS

(c) Return on net worth (%) -: Net profit after tax (as restated) / Net worth at the end of the period or year

(d) Net assets value per share -: Net Worth at the end of the period or year / Total number of equity shares
outstanding at the end of the period or year

2) Weighted average number of equity shares is calculated as per AS 20.

3) Net worth for ratios mentioned in note 1(c) and 1(d) is = Equity share capital + Reserves and surplus ( including,
Securities Premium, General Reserve and surplus in statement of profit and loss).

4) The figures disclosed above are based on the standalone restated summary statements of the Group.

5) The above statement should be read with the significant accounting policies and notes to restated summary
statements of assets and liabilities, profits and losses and cash flows appearing in Annexures IV, I, II and III.

228
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

3. Details of Major Transactions
(Amt Rs. in Lakh)
30.09.2021 31.03.2021 | 31.03.2020 | 31.03.2019

 

 

A | Mr. Rakesh Khemka

 

 

 

 

Remuneration 36.00 60.00 55.00 24.00
Interest : 36.64 14.57 0.83
Loan Taken im 51.36 210.00 10.50
Loan Repaid 62.04 - 0.75 -

 

 

B | Mr. Madan Mohan Khemuka

 

 

 

Professional Fee 2 6.30 : 9.00
Salary 4.50 - « #
Commission 6.30 : - -

 

 

C | Ms. Sriti Singh Roy
Remuneration 1.83 2.15 3.29 372

 

 

 

D | Ms. Sumitra Devi Khemka
Interest s 0.28 0.20 0.74
Loan Repaid ie - 0.66 2.84

 

 

 

 

E_| Rakesh Kumar Khemka HUF

 

 

 

Interest 5.80 4.12 0.93
Loan Taken = : 30.00
Loan Repaid 17.15 - 0.83

 

 

F_| Mukesh Kumar Khemka HUF
Interest - - - 1.08
Loan Repaid - : 8.17 -

 

 

 

 

G | Ms. Sweta Khemka

 

 

 

Interest : i 27.61 0.82
Loan Taken 300.00 : 325.00 :
Loan Repaid 40.50 - 361.08 -

 

 

H | Raj Kumar Agarwal
Interest - = 0.09 0.12
Loan Repaid - : 0.02 -

 

 

 

 

I_| MM Khemka HUF & Sons

 

 

 

Interest - 1.02 0.76 1.00
Loan Repaid iS - 0.72 z
Loan Taken 18.00 - « #

 

 

Agrocomm Trading Company Private

 

 

 

 

 

 

 

 

 

 

 

 

Limited

Loan Given - : : 15.00
Loan Collected - : 15.00 3
Loan Repaid : 1,155.89 16.70 6.13
Loan Taken - 1,099.00 75.00 z
Interest - 7.06 7.85 -

 

230
PROSPECTUS

Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

Purchases

53.35

 

Sales

871.98

1,455.85

 

 

K | Mr. Mukesh Khemka

 

Remuneration

48.00

24.00

 

Interest

0.55

 

Loan Repaid

4.15

 

 

L | Uma Agro Exports Private Limited

 

Purchases

3820.38

237.11

 

Sales

388.02

881.50

 

 

M | Sibani Dutta

 

Remuneration

0.09

0.36

0.36

 

 

N_| Rachna Khemka

 

Remuneration

12.00

 

 

O | Shrawan Agarwal

 

Remuneration

0.75

 

 

P | Prashant Agarwal

 

Salary

2.22

4.32

4.32

4.32

 

 

Q | Siddhi Khemka

 

Salary

4.00

 

 

R_| Uma Udyog

 

Purchases

146.47

 

 

S_| Umaexpo Pvt Ltd

 

Interest Received

 

 

T_| Nitish Khemka

 

Commission

 

 

U | Rishabh Khemka

 

Commission

 

 

V_| Agrocomm Trading

 

Loan Given

2.50

 

Loan Recovered

2.50

 

Loan Taken

15.50

 

 

 

 

 

 

 

4. Balances Outstanding at the end of the Year

 

30.09.2021

31.03.2021

31.03.2020

31.03.2019

 

Mr. Rakesh Khemka

235.40

297.45

221.33

11.23

 

Ms. Sumitra Devi Khemka

2.13

2.13

1.87

2.35

 

Rakesh Kumar Khemka HUF

26.86

44.02

38.65

5.78

 

Mukesh Kumar Khemka HUF

8.17

 

Ms. Sweta Khemka

 

 

259.50

 

 

 

11.23

 

 

231
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

Raj Kumar Agarwal 0.91 - - 0.11
MM Khemka HUF & Sons 25.76 7.76 6.82 7.54
Mr. Mukesh Khemka - - - 4.15
Uma Agro Exports Private Limited (103.16) 50.00 856.02 :
Agrocomm Trading 15.50 15.50 15.50 15.50
Agrocomm Trading Company Private Limited - 20.60 50.36 15.00

 

 

 

 

RESTATED CONSOLIDATED STATEMENT OF FINANCIAL INSTRUMENTS MEASUREMENTS
AND DISCLOSURES

Annexure 37
(Amt Rs. in Lakh)

 

a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Instruments by Category FVTPL FVOCI | Amortised Total
As on March 31, 2019 cost carrying
value
Financial Assets:
Measured at Fair Value
Trade Receivables = = 1,373.01 1,373.01
Cash and cash equivalents - - 1,437.49 1,437.49
Short Term Advances - - 37.34 37.34
Current Investments s = = -
Non Current Investments - | 520.30 60.86 581.16
Long Term Advances 32.51 32.51
Deposits 0.91 0.91
Not Measured at Fair Value = = = -
Total - | 520.30 2,942.13 3,462.43
Financial liabilities:
Measured at fair value
Short Term Borrowings - - 4,004.82 4,004.82
Trade Payable - - 1,070.40 1,070.40
Long Term Borrowings n im 51.39 51.39
Not measured at fair value - - - -
Total - - 5,126.61 5,126.61
Financial Instruments by Category FVTPL | FVOCI Amortised Total
As on March 31, 2020 cost carrying
value
Financial Assets:
Measured at Fair Value
Trade Receivables - - 1,319.28 1,319.28
Cash and cash equivalents - - 1,284.45 1,284.45
Short Term Advances - - 755.16 755.16
Current Investments = = = -
Non Current Investments 572.71 64.39 637.10
Long Term Advances - - 32.51 32.51
Deposits n in 44.99 44.99
Not Measured at Fair Value = = -
Total - | 572.71 3,500.79 4,073.50

 

 

 

 

 

 

232
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:
Measured at fair value
Short Term Borrowings - - 1,470.39 1,470.39
Trade Payable - fm 7,718.39 7,718.39
Long Term Borrowings - - 325.48 325.48
Not measured at fair value 2 = :
Total - - 9,514.27 9,514.27
Financial Instruments by CategoryAs FVTPL | FVOCI | Amortisedcost Total
on March 31, 2021 carryingvalue
Financial Assets:
Measured at Fair Value
Trade Receivables - - 2,834.71 2,834.71
Cash and cash equivalents - - 1,745.78 1,745.78
Short Term Advances - - 7.13 7.13
Current Investments - n = -
Non Current Investments - | 282.48 19.20 301.68
Long Term Advances - rn 17.60 17.60
Deposits = Z 1.81 1.81
Not Measured at Fair Value 2 :
Total - | 282.48 4,626.23 4,908.71
Financial liabilities:
Measured at fair value
Short Term Borrowings - - 3,861.81 3,861.81
Trade Payable - - 4,880.88 4,880.88
Long Term Borrowings - - 352.26 352.26
Not measured at fair value = = = -
Total - - 9,094.96 9,094.96
Financial Instruments by Category FVTPL | FVOCI Amortised Total
As on September 30, 2021 cost carrying
value
Financial Assets:
Measured at Fair Value
Trade Receivables = Z 3,838.74 3,838.74
Cash and cash equivalents - - 2,789.84 2,789.84
Short Term Advances “ 3 9.68 9.68
Current Investments = : = 5
Non Current Investments 294.27 44.59 19.20 358.06
Long Term Advances - - 17.60 17.60
Deposits - - 3.31 3.31
Not Measured at Fair Value - - - -
Total 294,27 44.59 6,678.36 7,017.22
Financial liabilities:
Measured at fair value

 

233

 

 

 

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short Term Borrowings - - 5,628.20 5,628.20
Trade Payable % = 13,451.40 13,451.40
Long Term Borrowings - - 550.57 550.57
Not measured at fair value « 2 = :
Total - - 19,630.17 19,630.17
Fair value hierarchy
The following table presents the fair value hierarchy of assets and liabilities measured at fair value on
a recurring basis, it also includes the financial instruments which are measured at amortised cost for
which fair values are disclosed.
As on March 31, 2019 Level 1 Level 2 | Level 3 Total

Rs. In Lakhs
Financial Assets:
Measured at Fair Value
Investments
Trade Receivables % a 1,373.01 1,373.01
Cash and cash equivalents - - 1,437.49 1,437.49
Short Term Advances - - 37.34 37.34
Current Investments - - - -
Non Current Investments 520.30 60.86 581.16
Long Term Advances s 32.51 32.51
Deposits = - 0.91 0.91
Not Measured at Fair Value (Refer - - - -
Footnotes)
Total 520.30 - 2,942.13 3,462.43
Financial liabilities:
Measured at Fair Value
Short Term Borrowings - - 4,004.82 4,004.82
Trade Payable - - 1,070.40 1,070.40
Long Term Borrowings - - 51.39 51.39
Not Measured at Fair Value (Refer - - - -
Footnotes)
Total - - 5,126.61 5,126.61
As on March 31, 2020 Level 1 Level 2 | Level 3 Total
Financial Assets:
Measured at Fair Value
Trade Receivables - - 1,319.28 1,319.28
Cash and cash equivalents - - 1,284.45 1,284.45
Short Term Advances - fn 755.16 755.16
Current Investments = = = -
Non Current Investments 572.71 . 64.39 637.10
Long Term Advances - - 32.51 32.51
Deposits - - 44.99 44.99
Not Measured at Fair Value (Refer - - -
Footnotes)
Total 572.71 - 3,500.79 4,073.50
Financial liabilities:

 

 

 

 

 

 

234
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Measured at Fair Value
Short Term Borrowings - - 1,470.39 1,470.39
Trade Payable - - 7,718.39 7,718.39
Long Term Borrowings - - 325.48 325.48
Not Measured at Fair Value (Refer - - - -
Footnotes)
Total - - 9,514.27 9,514.27
As on March 31, 2021 Level 1 Level 2 | Level 3 Total
Rs. In Lakhs

Financial Assets:
Measured at Fair Value
Trade Receivables - - 2,834.71 2,834.71
Cash and cash equivalents - - 1,745.78 1,745.78
Short Term Advances - - 7.13 7.13
Current Investments 4 z = -
Non Current Investments 282.48 n 19.20 301.68
Long Term Advances - - 17.60 17.60
Deposits - - 1.81 1.81
Not Measured at Fair Value (Refer - - - -
Footnotes)
Total 282.48 - 4,626.23 4,908.71
Financial liabilities:
Measured at Fair Value
Short Term Borrowings - - 3,861.81 3,861.81
Trade Payable - - 4,880.88 4,880.88
Long Term Borrowings - - 352.26 352.26
Not Measured at Fair Value (Refer - - - -
Footnotes)
Total - - 9,094.96 9,094.96
As on September 30, 2021 Level 1 Level 2 | Level 3 Total

Rs. In Lakhs
Financial Assets:
Measured at Fair Value
Trade Receivables - - 3,838.74 3,838.74
Cash and cash equivalents - - 2,789.84 2,789.84
Short Term Advances - - 9.68 9.68
Current Investments “ 5 = -
Non Current Investments 338.86 - 19.20 358.06
Long Term Advances - - 17.60 17.60
Deposits - - 3.31 3.31
Not Measured at Fair Value (Refer - - - -
Footnotes)
Total 338.86 - 6,678.36 7,017.22
Financial liabilities:
Measured at Fair Value
Short Term Borrowings - - 5,628.20 5,628.20
Trade Payable - - 13,451.40 13,451.40

 

 

 

 

 

 

235
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

Long Term Borrowings - - 550.57 550.57

 

 

Not Measured at Fair Value (Refer - - - -
Footnotes)
Total - - 19,630.17 19,630.17

 

 

 

 

 

 

 

Footnotes:

 

The Company has not disclosed the fair value of financial instruments such as trade receivables, trade
i) | payables, advances, security deposits, other current assets and liabilities etc. because their carrying
amounts are a reasonable approximation of fair value.

©) Fair value hierarchy:

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value
that are either observable or unobservable and consists of the following three levels:

 

 

 

i) | Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices in an active
market. This included listed equity instruments, traded debentures and mutual funds that have
quoted price. The fair value of all equity instruments (including debentures) which are traded in the
stock exchanges is valued using the closing price as at the reporting period. The mutual funds are
valued using the closing NAV.

ii) | Level 2: Level 2 hierarchy includes financial instruments that are not traded in an active market (for
example, traded bonds/ debentures, over the counter derivatives). The fair value in this hierarchy is
determined using valuation techniques which maximize the use of observable market data and rely
as little as possible on entity-specific estimates. If all significant inputs required to fair value an
instrument are observable, the instrument is included in level

ii) | Level 3: If one or more of the significant Inputs is not based on observable market data, the instrument
is included in level 3. Fair values are determined in whole or in part using a valuation model based
on assumptions that are neither supported by prices from observable current market transactions in
the same instrument nor are they based on available market data. Financial instruments such as
unlisted equity shares, loans are included in this hierarchy.

 

 

 

 

d) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

a) the use of quoted market prices for the equity instruments

b) the fair value of the unlisted shares are determined based on the income approach or the comparable
mark approach. For these unquoted investments categorised under Level 3, their respective cost has
been considered as an appropriate estimate of fair value because of a wide range of possible fair value
measurements and cost represents the best estimate of fair value within that range.

c) the fair value of the remaining financial instruments is determined using the discounted cash flow
analysis

 

 

 

 

 

 

 

RESTATED CONSOLIDATED STATEMENT OF CAPITALISATION
Annexure 38
(Amt Rs. in Lakh)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

. Pre Issue Post Issue
Particulars
30.09.2021

Debt

Short Term Debt 5,628.20

Long Term Debt 550.57
Total Debt 6,178.77

Ll]

Shareholders' Fund (Equity)

Share Capital 2,498.63

Other Equity 5,396.21

Less: Miscellaneous Expenses not w/off -
Total Shareholders’ Fund (Equity) 7,894.84

 

236
PROSPECTUS

Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

Long Term Debt/Equity 0.07
Total Debt/Equity 0.78
Notes:
1. Short term Debts represents the debts which are expected to be paid/payable within 12 months and
excludes instalment of term loans repayable within 12 months.
2. Long term Debts represent debts other than Short term Debts as defined above but includes instalment
of term loans repayable within 12 months grouped under other current liabilities
3. The figures disclosed above are based on restated consolidated statement of Assets and Liabilities of the

Company as at 30/09/2021

RESTATED CONSOLIDATED STATEMENT OF RECONCILIATION OF TAX EXPENSE

Annexure 39

(Amt Rs. in Lakh)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Ase
30.09.2021 | 31.03.2021 | 31.03.2020 | 31.03.2019
A | Profit before taxes as restated 1,222.56 1,649.83 1,094.68 376.92
Less :
Profit of Foreign Subsidiary Not Taxable in
India 12.09 15.08 5.16 7.63
Gain on Fair Value Measurement 11.79 17.54 52.41 80.30
- Taxable at normal Rate 1,198.68 1,617.21 1,037.11 288.99
- Taxable at special Rate 5.59 1.84 1.68 -
- Taxable at special Rate - 65.57 -

B | Normal Tax Rate Applicable % 25.17% 24.48% 25.17% 27.82%
Special Tax Rate Applicable % 17.16% 16.69% 17.16% 15.60%
Special Tax Rate Applicable % 11.44% 11.13% 11.13% 10.40%

C | Tax Impact (A*B) 302.53 415.34 261.31 80.40

Adjustments:
D_| Permanent Differences
Late Fee on TDS - - - 0.22
Provision for Gratuity 1.34 2.45 213, 13.29
Total Permanent Differences 1.34 2.45 2.13 13.51
E | Timing Difference
Difference in Cumulative Depreciation upto 18-
19 : : : (29.51)
Difference in Depreciation (0.48) (0.40) 0.08 1.92
Other Deduction -
Total Timing Differences (0.48) (0.40) 0.08 (27.59)
Unabsorbed Loss/(Carried Forward Loss Set
off) - = - -
F | Net Adjustment (F) = (D+E) 0.86 2.05 2.21 -14.08
G | Tax Expenses/ (Saving) thereon (F*B) 0.22 0.50 0.56 -3.66
Tax Provision for Current Year (Normal
H | Tax) 302.75 415.84 260.98 84.69
Tax Liability, After Considering the effect of
I_| Adjustment 302.75 415.24 260.98 84.69
J_| Deferred Tax Liability (Assets) (6.56) (6.68) (6.96) (7.68)

 

 

 

237
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

Opening Balance of deferred Tax Liability
K | (Assets) (6.68) (6.96) (7.68) (3.41)
L | Provision for deferred Tax 0.11 0.28 0.71 (4.26)
M | Short/(Excess) Provision of Earlier Year 22.58 15.84 - 7.82
N | Total Tax expenses (H+1) 325.44 431.36 261.70 88.25
Notes:

1. The aforesaid statement of Reconciliation of Tax Expense has been prepared as per the restated standalone
statement of profits and losses of the Company. The permanent/timing differences have been computed
considering the acknowledged copies of the income-tax return respective years stated above.

2. The figures for the period ended September 30, 2021 and March 31, 2021 are based on the provisional
computation of Total Income prepared by the Company.

3. The above statement should be read with the significant accounting policies and notes to restated summary
statements of assets and liabilities, profits and losses and cash flows appearing in Annexures IV, I, II and III.

RESTATED CONSOLIDATED RESTATED SUMMARY STATEMENT OF CONTINGENT
LIABILITIES

Annexure 40

(Amt Rs. in Lakh)

 

As at
30.09.2021 | 31.03.2021 | 31.03.2020 | 31.03.2019

 

Particulars

 

Contingent liabilities in respect of:

Claims against the company not acknowledged as
debts : : : :
Guarantees given on Behalf of the Directors loan - - - -
Guarantees given on Behalf of the Subsidiary
Company - - - -
Other moneys for which the company is contingently
liable - - : :
Pending Dispute Under MVAT Act - - - -
TDS Defaults - - - -
Commitments (to the extent not provided for)
Estimated amount of contracts remaining to be
executed on capital account and not provided for 17.00 17.00 17.00 17.00
Uncalled liability on shares and other investments
partly paid - - - -
Other commitments : : : :

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total 17.00 17.00 17.00 17.00

 

1. The figures disclosed above are based on the restated summary statement of assets and liabilities of the
Company.

2. The above statement should be read with the significant accounting policies and notes to restated summary
statements of assets and liabilities, profits and losses and cash flows appearing in Annexures IV, I, II and III.

238
PROSPECTUS

Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

RECONCILIATION OF RESTATED CONSOLIDATED TOTAL EQUITY WITH AUDITED

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCOUNTS
Annexure 41
(Amt Rs. in Lakh)
As at

30-09-2021 2020-21 2019-20 | 2018-19
Net Worth as per audited accounts but before
adjustments for restated accounts: 7,880.03 6,942.54 | 5,631.16 | 4,811.67
Previous Year Adjustments 11.34 123.41 37.63 -
Provision for Gratuity Recognized - - (2.13) | (13.29)
Difference in PBT Due to Loss on Sale/Fair Value of
Current Investment carried at FVTPL ® n 52.41 80.30
Gain/Loss on fair value remeasurement of Non Current
Investment carried at FVTOCI - - (8.51) (32.98)
Difference in Deferred Tax 4,74 (0.16) (0.71) 3.59
Miscellaneous Expense already considered for Gratuity
Valuation - (70.17) - -
Capital Gain on Sale of Investments (Removal from
Other Income) - - - -
Difference in amount of Depreciation - - 0.32 -
Difference in Provision for Current Tax (1.30) (0.45) 41.26 -
Difference in Provision for Short(excess) Provision for
Earlier Years - (41.32) 3.15 -
Net Adjustment in Net Worth 14.81 11.34 123.41 37.63,
Adjusted Net Worth 7,894.84 6,953.88 | 5,754.57 | 4,849.30
Networth as per Restated Accounts: 7,894.84 6,953.88 | 5,754.57 | 4,849.30

 

 

 

 

 

RESTATED CONSOLIDATED RESTATED STATEMENT OF OTHER DISCLOSURES

Annexure 42

 

 

 

 

 

 

 

 

 

 

(Amt Rs. in Lakh)
A| Income and deferred taxes
Particulars As.at
30.09.2021 31.03.2021 | 31.03.2020 | 31.03.2019
The tax Comprises of-
Current Tax 302.75 415.24 260.98 84.69

 

 

 

 

239
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short/(Excess) Provision of Earlier
Year 22.58 15.84 : 7.82
Deferred Tax 0.11 0.28 0.71 (4.26)
325.44 431.36 261.70 88.26
Income tax recognised in other comprehensive income
Particulars a
30.09.2021 31.03.2021 | 31.03.2020 | 31.03.2019
Gain/Loss on fair value remeasurement of
Non Current Investment carried at FVTOCI 28.22 6.32 (9.19) (32.98)
Less : Reduction on Account of Disposal of
Accounts - - -
28.22 6.32 (9.19) (32.98)
Rate of Tax 11.13% 11.13% 11.13% 11.13%
Tax Impact 3.14 0.70 (1.02) (3.67)
Tax Provision 3.14 0.70 (1.02) (3.67)
Statement of Earnings/(Loss) per share (EPS/LPS)
Particulars For the Period ended
30.09.2021 31.03.2021 31.03.2020 31.03.2019
Profits from continuing operations
attributable to owners of the Company for
calculation of basic and diluted LPS 926.51 1228.60 824.47 255.68
Profit/(Loss) from discontinued operations
attributable to equity shareholders for
calculation of basic and diluted EPS/(LPS) - - - -
Weighted average number of equity shares
for the calculation of basic EPS/LPS 24986300 24986300 24986300 24986300
Effect of dilutive potential equity shares*
-Employee stock options - - - -
Weighted average number of equity shares
for calculation of diluted EPS/LPS 2,49,86,300 | 2,49,86,300 | 2,49,86,300 | 2,49,86,300
Loss per share from continuing operations
(INR) (basic and diluted) 3.71 4.92 3.30 1.02
Profit/(Loss) per share from discontinued
operation operations (INR) (basic and
diluted) : - : -
Nominal value per shares (INR)# 10.00 10.00 10.00 10.00
* For the period ended 30 Sept 2021, 31 March 2021, 31 March 2020 and 31 March 2019, the outstanding
potential equity shares had an anti-dilutive effect on LPS, hence there was no dilution of LPS in current
and previous years.
Transfer pricing

 

 

240
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

The Company has established a comprehensive system of maintenance of information and documents that
are required by the transfer pricing legislation under Section 92-92F of the Income-tax Act, 1961. Since the
law requires existence of such information and documentation to be contemporaneous in nature, the
Company is in the process of updating the documentation for the international transactions entered into
with the associated enterprises during the financial year and expects such records to be in existence latest
by due date as required under the law. The management is of the opinion that its international transactions
with the associated enterprises are at arm’s length so that the aforesaid legislation will not have any impact
on the consolidated financial information, particularly on the amount of tax expense and that of provision
for taxation.

 

 

Capital management

 

The Group’s objective for capital management is to maximize shareholder’s value, safeguard business
continuity and support the growth of the Group. The Group determines the capital requirement based on
annual operating plan and other strategic investment plans. The Group aims to manage its capital efficiently
so as to safeguard its ability to continue as a going concern and to optimize returns to all its shareholders.
The Group’s funding requirements are met through equity infusions, internal accruals and a combination
of both long-term and short-term borrowings. The Group raises long term loans mostly for its expansion
requirements and based on the working capital requirement utilise the working capital facilities. The Group
monitors capital on the basis of consolidated total debt to consolidated total equity on a periodic basis.

 

Discontinued Operations

 

The Company does not have any discontinued operations and hence not disclosure has been given for the
same

 

 

Segment Reporting

 

The Company does not have any geographical or financial segment and hence no such disclosure has
been required for the same.

 

 

Employee Benefits

 

Defined benefit plans

 

The Group operates a gratuity plan wherein every employee is entitled to the benefit. Gratuity is payable to
all eligible employees (who have completed 5 years or more of service) of the Company on retirement,
separation, death or permanent disablement, in terms of the provisions of the Payments of Gratuity Act,
1972.

 

 

The following table sets out the status of the gratuity plan as required under Ind AS 19 - ‘Employee
Benefits’

 

 

 

 

 

 

 

@ Changes in present value of defined benefit obligation:
Particulars 30.09.2021 31.03.2021 | 31.03.2020 | 31.03.2019
Opening defined benefit obligation 13,38,936 14,74,993, 13,28,875 -
Interest Cost 46,842 1,03,208 93,021
Current Service Cost 87,488 1,41,800 1,20,147 13,28,875

 

Actuarial (gain)/ loss on account of:
- Changes in demographic
assumptions

- Changes in financial assumptions (117,467) | (3,81,065) (67,050) -
Experience adjustments

 

 

 

 

 

Present Value of Benefit
Obligation at the End of the
Period 13,55,799 | 13,38,936 | 14,74,993 13,28,875,

 

 

Balance Sheet Reconciliation

 

 

 

 

 

 

 

 

Opening Net Liability 13,38,936 14,74,993 | _13,28,875 :
- Expense Recognized in Statement
of Profit or Loss 1,34,330 2,45,008 2,13,168 13,28,875

 

241
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- Expense Recognized in Other
Comprehensive Income (1,17,467) | (3,81,065) (67,050) -
Benefit Paid : : -
Net Liability/(Asset) Recognized in
the Balance Sheet 13,55,799 13,38,936 | 14,74,993 | 13,28,875
Reconciliation of the present value
(ii) of plan assets 30.09.2021 31.03.2021 | 31.03.2020 | 31.03.2019
Balance at the beginning of the year - - - -
Return on plan assets recognised in
other comprehensive income - - - -
Contribution for the Year - : - -
Benefits Paid - : - -
Balance at the end of the year - - - -
Net defined benefit liability/ ( asset
) 13,55,799 | 13,38,936 | 14,74,993 13,28,875
Gii) Actuarial Assumptions
Economic assumptions
The principal assumptions are the discount rate and salary growth rate. The discount rate is
generally based upon the market yields available on Government bonds at the accounting date with
a term that matches that of the liabilities and the salary growth rate takes into account inflation,
seniority, promotion and other relevant factors on long term basis. Valuation assumptions are as
follows.
Particulars 30.09.2021 31.03.2021 | 31.03.2020 | 31.03.2019
Discount rate 7.00% 7.00% 7.00% 7.00%
Salary Growth Rate 5.00% 5.00% 5.00% 5.00%
IALM
Mortality IALM 2012-14 2006-08
Ultimate
Withdrawal rate (Per Annum) 5.00% 5.00% 5.00% 5.00%
Demographic assumptions
Particulars 30.09.2021 31.03.2021 | 31.03.2020 | 31.03.2019
Normal Retirement Age 60 Years 60 Years 60 Years 60 Years
Salary Last drawn qualifying salary
Benefits on Normal Retirement 15/26 * Salary * Past Service (yr).
Limit 20,00,000 | 20,00,000 | _20,00,000 20,00,000
(iv) _ Expense recognised in restated restated consolidated Profit or Loss
Particulars 30.09.2021 31.03.2021 | 31.03.2020 | 31.03.2019
Employee Benefit Expenses;
- Current service cost 87,488 1,41,800 1,20,147
- Interest cost 46,842 1,03,208 93,021 | 13,28,875
- Interest income on plan assets : : :
Total 1,34,330 2,45,008 2,13,168 13,28,875
(v) Remeasurement recognised in other comprehensive income

 

 

 

 

242
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

Particulars 30.09.2021 31.03.2021 | 31.03.2020 | 31.03.2019

 

 

Actuarial (gain)/loss on defined
benefit obligation (1,17,467) | (3,81,065) | __ (67,050) -
Actuarial (gain)/loss on plan assets - - - -

 

 

 

Total (117,467) | _(3,81,065) | __ (67,050) -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(vi)__| Bifurcation of closing net liability at the end of year
Particulars 30.09.2021 31.03.2021 | 31.03.2020 | 31.03.2019
Current Liability 1,37,418 1,13,065 87,724 78,616
Non Current Liability 12,17,781 12,25,271 13,86,669 12,50,259
Total 13,55,199 | 13,38,336 | 14,74,393 13,28,875,
Note :

Company has only subsidiary which is foreign based on which gratuity provisions are not applicable and hence
the Figures above only belong to Holding Company as presented

 

(vii)

(viii)

(ix)

 

 

Material regroupings

Appropriate regroupings have been made in the restated consolidated financial information of assets
and liabilities, statement of profit and loss and statement of cash flow, wherever required, by
reclassification of the corresponding items of income, expenses, assets, liabilities and cash flows, in
order to align them with the accounting policies and classification as per the financial information of
the Group for the year/period ended 31 March 2021 and 30 September 2021 prepared in accordance
with Schedule III of the Act, requirements of Ind AS 1 and other applicable Ind AS principles and the
requirements of the ICDR Regulations.

Disclosures about the Group's ability to continue as a going concern

The Group has made total comprehensive income of Rs. 926.06 Lakhs in during the period ended 30th
Sept 2021 (31 March 2021 : 1228.60 31 March 2020: 824.47, 31 March 2019: 255.68) and has total
other equity of Rs. 5395.76 Lakhs as at 30 Sept 2021 (31 March 2021: 4455.25, 31 March 2020:
3255.94, 31 March 2019: 2350.67) , which has significantly strengthened the net worth of the Group
as at 31 March 2021. Further, the Group’s current assets exceeds its current liabilities as at 30 Sept
2021 by INR 7894.39 (31 March 2021: 6953.88, 31 March 2020: INR 5754.57, 31 March 2019: INR
4849.30).

Based on financial projections, revised and detailed business strategies , the Group expects growth in
its operations and improved operating performance in coming years and also, expects to earn enhanced
cash inflows from its operating activities. The Group believes such anticipated internally generated
funds from operations in future and its available revolving undrawn credit facilities as at 31 March
2021 and certain other current assets (financial and non-financial) as on date, will enable it to meet its
future known obligations due in next year, in the ordinary course of business. Based on the projections,
the Group expects to earn cash inflow from operating activities, which can be used to settle liabilities
due in the near future.

In view of the same, the management of the Group is of the view of generating sufficient cash flows
in the future to meet the Group's financial obligations. Therefore, these restated consolidated financial
information have been prepared on a going concern basis

Estimation of uncertainties relating to the global health pandemic from Coronavirus (Covid 19)
The global spread of Covid 19 impacted businesses across all sectors and geographies. As a result,
operations of most restaurants and commissaries were affected temporarily in compliance with
lockdown announced by the Central Government of India and government of other countries, along
with other directives/orders issued by other relevant authorities which resulted in lower sales as
compared to previous periods.

 

 

243
 

(x)

(xi)

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

The management of the Group has considered all internal and external sources of information, including
economic forecasts and estimates from market sources as at the date of the approval of these
consolidated financial information in determining its liquidity position for next one year, carrying value
of assets comprising property, plant and equipment, right of use assets, inventories, receivables and
other current assets as at the balance sheet date.

On the basis of evaluation and current indicators of future economic conditions, the Group has
concluded that no material adjustments are required in the consolidated financial information other than
those already recognised as of the reporting date. Given the uncertainties associated with nature,
condition and duration of Covid 19, the impact assessment on the Group's financial information will be
continuously made and provided for as required.

Initial Public Offering (IPO)

The Board of Directors (Board) of the Company in their board meeting dated 07 July 2021 has approved
raising of capital for the Company through an Initial Public Offering (IPO). As part of its proposed
IPO, the Company plans to file Prospectus with the Securities Exchange Board of India (SEBI) in
coming period.

First-time adoption of Ind-AS

Explanation of transition to Ind AS

The Company's financial statements for the year ended March 31 2021 are prepared in accordance with
Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 in accordance with
the accounting policies as set out in Note 1. For the year ended March 31 2020, the company had
prepared its financial statements in accordance with Companies (Accounting Standards) Rules, 2006
notified under section 133 of the Act and other relevant provisions of the act (previous GAAP).

The accounting policies as set out in Note 1 have been applied in preparing financial statements for the
year ended March 31 2021 including comparative information for the year ended March 31 2020 and
the opening Ind AS balance sheet on the date of transition date ie. April 1 2019.

In preparing its Ind AS balance sheet as at April 1 2019 and in preparing the comparative information
for the year ended March 31 , 2020, the company has adjusted amounts reported previously in financial
statements prepared in accordance with previous GAAP. This note explains the principal adjustments
made by the company in restating its financial statements prepared in accordance with previous GAAP,
and how the transition from previous GAAP to Ind AS has affected the Company's financial position.
Exemptions availed on first time adoption of Ind AS

Designation of previously recognised financial instruments

Ind AS 101 allows an entity to designate investments in equity instruments at FVTOCI on the basis of
the facts and circumstances at the date of transition to Ind AS.

The Company has elected to apply this exemption for its investment in equity instruments

Deemed cost exemption for Property, Plant and Equipment

Ind AS 101 allow as an entity to take Previous GAAP carrying amount to be deemed cost as on the date
of Transition to Ind AS for Property, Plant and Equipment. The Company has elected to apply this
exemption

Deemed cost exemption for Investments in subsidiary

Ind AS 101 allow as an entity to take Previous GAAP carrying amount to be deemed cost as on the date
of transition to Ind AS for Investment in subsidiary. The Company has elected to apply this exemption

Business Combination:

The Group has elected to apply Ind AS accounting for business combinations prospectively from 1st
April, 2019. As such, previous GAAP balances relating to business combinations entered into before
that date have been carried forward as at the date of transition to Ind AS.

Ind AS mandatory exceptions

Estimates

An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent
with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect
any difference in accounting policies), unless there is objective evidence that those estimates were in
error.

 

 

244
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

Ind AS estimates as at 1st April 2019 are consistent with the estimates as at the same date made in
conformity with previous GAAP. Accordingly, the Company has made estimates for following items
in accordance with Ind AS at the date of transition, which were not required under previous GAAP:

i. Investment in equity instruments carried at FVTOCI; and
ii. Investment in debt instruments carried at FVTPL.

Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets (investment
in debt instruments) on the basis of the facts and circumstances that existed at the date of transition to
Ind AS.

De-recognition of financial assets and liabilities

Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109
prospectively for transactions occurring on or after the date of transition to Ind AS. However, Ind AS
101 allows a first-time adopter to apply the de-recognition requirements in Ind AS 109 retrospectively
from a date of entity’s choosing, provided that the information needed to apply Ind AS 109 to financial
assets and financial liabilities derecognised as a result of past transactions was obtained at the time of
initially accounting for those transactions.

The Company has elected to apply the de-recognition provisions of Ind AS 109 retrospectively from
the date of transition to Ind AS.

Impairment of financial assets

As set in Ind AS 101, an entity shall apply the impairment requirements of Ind AS 109 retrospectively
if it does not entail any undue cost or effort. The Company has assessed impairment of financial
assets in conformity with Ind AS 109.

 

 

245
STATEMENT OF PRO FORMA FINANCIALS TO DEMONSTRATE THE
IMPACT OF ADOPTION OF IND AS

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Annexure 43

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at 31st March, 2020 As at Ist April,2019
Pro Pro
meet Previ | Effec | For | Effects | Resta | Previ | Effec | For | Effects | Resta
articulars
ous | tof | ma of ted | ous | tof | ma of
GAA | trans | Ind | Restat | Finan | GAA | trans | Ind | Restat
P| ition | As | ement | cials | P* | ition | AS | ement
ASSETS
Non-current assets
244.6 244.6 245.0 | 2502 250.2 02
Property, Plant and Equipment 9 - 9 0.32 1 7 : 7 | @.02) 5
Financial Assets - - - - -
(@ 526.2 606.7 653.0 | 522.6 559.9 602.7
)_| Investments 7 | 90.46 3 | 46.32 5 9 | 37.22 1] 42.81 2
(
b 743.8 743.8 | (711.33
) | Loans 4 : 4 ) | 32.51 : : - | 3251 | 32.51
(c | Other Financial
) | Assets 44.02 - | 44.02 0.97 | 44.99 - : - o91 | 0.91
Deferred tax assets (Net) 409 _| (4.09) - 696 | 6.96 | 4.08 | (4.08) : 7.67 | _7.67
112.4 1117
Other Non current assets 92.97 | (0.82) | 92.15 | (78.85) | 13.30 8 | (0.76) 2 | (66.86) |_44.86
655 1,731 | (735.61 | 995.8 | 889.5 921.9 938.9
Total Non-Current Assets 89 | 75.55 | 44 ) 3 2 | 32.38 o| 17.02 2
Current assets
2,640 2,640 2,640. | 4,261 4,261 4,261.
Inventories 54 - | s4 s4| 14 : 14 - 14
Financial Assets - - - - -
@ 1319 1319 7319. | 1,380 7,380 1373.
) | Trade Receivables 28 - | _28 0.00 28 | 44 - | 44 | (7.43) on
(
b | Cash and cash 373.6 373.6 931.0 931.0
) | equivalents 2 - 2 0 : 0
Bank Balance other
(c | than cash and cash 910.8 910.8 1,284. | 506.4 506.4 1,437.
) | equivalents 4 : 4 46 9 : 9 - 49
(
d | Other Financial 755.1
) | Assets 0.02 - | 002 | 755.15 6 : : - | 37.34 | 37.34
Current tax assets(net) - - 70.64 = | 70.64 | (70.64) -
14,53 14,53 14,86 | 2,155 2,156 2,328.
Other Current Assets 9.13 | 0.82 | 995 | 32396] 390| 78 | 076 | 53 | 172.43 96
19,78 19,78 | 1,079.1 | 20,86 | 9,305 9,306 9,437.
Total Current Assets 3.42 | 0.82 | 4.24 o| 334] 49 | 0.76 | 25 | 131.70 95
21,43 21,51 21,85 | 10,19 10,22 10,37
TOTAL ASSETS 9.31 | 76.37 | 5.67 | 343.49 | 9.17 | 5.01 | 33.14 | 8.15 | 148.72 | 6.87
EQUITY AND LIABILITIES
EQUITY
(
a 2,498 2,498 2,498. | 2,498 2,498 2,498.
)_| Equity Share capital 63 - | 63 63 | 63 - | 63 : 63
(
b 3,142 3,212 3,255. | 2,323 2,384 2,350.
) | Other Equity 63 | 70.10 | 73 | 43.21 94| 14 | 31e1| 95 | (4.28) 67
5,641 5,711 5,754. | 4,821 4,853 4,849,
Total Equity 26 | 70.10 | 36 | 43.21 s7|__.77 | 31.81 | 58 | (4.28) 30
LIABILITIES
‘Non current liabilities
Financial Liabilities
@ 332.2 332.2 325.4
) | Borrowings 2 : 21 74) 8 | 51.39 - | 51.39 - | 51.39

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

246
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred Tax Liabilities(Net) >| 627 [| 627 | G27 : >. 133] 133] (33) :
Long Term Provision 13.86 | 13.86 12.50 | 12.50
332.2 338.4 3393
Total Non-Current Liabilities 2 | 6.27 9 | 086 5 | 5139 | 133 | 52.72| 11.17 | 63.89
Current liabilities
Financial Liabilities
@ 1470 1,470 1a70. | 4,004 4,004 4,004,
) | Borrowings 39 - | 39 - 39 | 82 - | 82 - 82
(
b 7,718 7,718 7,718. | 1,213 1,213 | (143.19 | 1,070.
) | Trade Payables 39 - | 39 | @.00) 39 | 59 - | 59 ) 40
(c | Other Financial 1,048 1,048 | 5,180.3 | 6,228. 219
) | Liabilities 43 - | 43 0 73 | 21.07 | 4.49 | 25.56 | 216.42 8
Current tax liabilities(net) 51.80 = | 51.80 | G1.80) z = Z = z
5,176 5,176 | (4,829. | 347.7 146.4
Other current liabilities 80 - | 80 07) 3 | 82.37 | (4.49) | 77.88 | 68.60 8
15,46 15,46 15,76 | 5,321 5,321 5,463.
Total Current Liabilities 5.82 - | 5.82 | 299.43 | 5.24 | 85 -|_.85 | 141.83 68
TOTAL EQUITY & | 21,43 2051 21,85 | 10,19 10,22 10,37
LIABILITIES 9.31 | 76.37 | 5.67 | 343.49| 9.17| 5.01 | 33.14 | 8.15 | 148,72 | 6.87
STATEMENT OF PRO FORMA FINANCIALS TO DEMONSTRATE THE IMPACT OF ADOPTION OF IND AS
For the Year Ended 31st March 2020 Hee the Year Eades Sst March
Restated
Previo | Effec | FM | Restate | Restated Effect of | Financial
year Financia ; transitio
ee us tof | 32" | ment | MP2 | previous | "MN? | sForthe
GAAP. | trans Adjust GAAP* year 31st
: ans | March, the Year Restate
ition | Mare) ments | she restate | “March,
2019
INCOME:
,07,48,03, [.07,48,03, | (71,62,000. |8,06,76,41,9 f,26,91,61,55, 3,26,91,61,5
Revenue from operations 916 a6 a1) 15.83 7 37
482,51,31 5,34,93,88 | (1,80,52,04 | 3,54,41,838, 1,41,13,685
Other income 3 4 7| 894) 32 1,85,41,459 )| 44,27,774]
,12,30,55, |52,42,57)p,12,62,97, | (2,52,14,04|8,10,30,83,7 B,28,77,03,01 (1,41,13,685 | 3,27,35,89,3
Total Income 225 4 803; BY 54 6 ) 31
EXPENSES:
7,23,66,46, }.23,66,46, | (2,52,11,61 89,47, 66,86
Purchases Si 511| 6.00) |7211434895, 7| (20,31,000)
16,20,60,9 16,20,60,9
Changes in inventories of Stock-in-Trade 34 : 34 -}162060934.1 (8,61,90,245) -[8.61,90,245)
1,76,23,62 1,76,23,62(2,19,476.3
Employee benefits expense 1 = 1 3)| 17404145 1,33,80,026 | (18,21,476) | 1,15,58,550
8,68,49,29 8,68,49,29)
Finance costs 4 S 4 ~pe849203.54| 5,13,73,228| 407,941 5,17,81,168
Depreciation and amortization expense _| 12,13,204 -| 12,13,204](33,204.00)| 1180000] __15,85,284 716| _ 15,86,000|
51,42,54,4 B1,42,54,4
Other expenses 54 = 54 /4,32,328.65 b14686782.6 |38,18,77,287| _31,50,788 |38,50,28,075
,01,86,48, 1.01,86,48, | (2,50,31,96 |7,99,36,16,0 b,25,67,92,44 3,25,60,10,2
Total Expenses ais. : ois. 8) 50 7 46
10,44,07,2 /52,42,57 | 10,96,49,7 1,38,20,654
Profit before tax in 4 85] (1,82,081) 10,94,67,704 | 3,09,10,569 )|1,75,79,085
‘Tax expenses
3,02,24,32 3,02,24,32 | 41,25,847, |2,60,98,478
(1) Current tax 6 : 6 59) 41] 84,72.134| _@.230)|__84,68,904
145542
(2) Income Tax Adjustment -|_ 314,554 0) =| 782,326 -|__ 7.82.36
C2704
(3) Deferred tax Adjustment (1,129 [5,99,750| 5,98,621 a) 71,000.00] _(67,258)| (3,58,296)| _(4,25,554)

 

 

 

 

 

 

 

 

 

 

 

247
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

7,38,69,46 |46,42.82| 7,85,12,28|
; i a 47.85.942] 8.32,98,226 | » 17.59 567 (13459.128 | a7 53.409
Profit for the year )
Other Comprehensive Income:
(1) Items that will not be reclassified to
Statement of Profit and Loss
(@) Gaini(Loss) on fair valuation oF GIBH)  a.e00 (51,000.00
equity instruments =] oy] 18:6) | 67,600.27) ) = -| 22,98,000)
(b) Foreign Currency Translation 7 7
ats 80,79,503 | 80,79,503 7 | casisas
(© Income Tax relating to Tem that will
not be reclassified to Statement of Profit -1,05,088] 1,05,088
and Loss 1,05,087.87 J . = |
Total Other Comprehensive Income for a (COERTI mer
re 5) 72.65:990 | (37 487.60) 72,28,502.50 7 | casas
Total Comprehensive Income for the |722:59-46 [38.29.31 |8.57,78,27 9,05,26,728 _(1,34,59,128 _
0 1 4 2,17,23,367 1,21,07,058
Year 47,48,454 )

 

 

 

 

 

 

 

 

 

 

248
PROSPECTUS

Dated: March 31, 2022

100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

RESTATED STATEMENT OF CAPITALISATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

. Pre Issue Post Issue
Particulars
30.09.2021
Debt
Short Term Debt 5,628.20
Long Term Debt 550.57
Total Debt 6,178.77
Shareholders' Fund (Equity) Ul
Share Capital 2,498.63 .
Other Equity 5,396.21
Less: Miscellaneous Expenses not w/off -
Total Shareholders’ Fund (Equity) 7,894.84
Long Term Debt/Equity 0.07
Total Debt/Equity 0.78
Notes:

1. Short term Debts represents the debts which are expected to be paid/payable within 12 months and
excludes instalment of term loans repayable within 12 months.

2. Long term Debts represent debts other than Short term Debts as defined above but includes instalment
of term loans repayable within 12 months grouped under other current liabilities

3. The figures disclosed above are based on restated consolidated statement of Assets and Liabilities of the
Company as at 30/09/2021

249
OTHER FINANCIAL INFORMATION

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

(Rs. in Lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars ==

30.09.2021 31.03.2021 31.03.2020 | 31.03.2019
Net Worth (A) 7,894.84 6,953.88 5,754.57 4,849.30
EBITDA 2,084.34 2,124.82 1,974.97 910.59
Restated Total Comprehensive Income 926.51 1,228.60 824.47 255.68
Less: Prior period item - - - -
Adjusted Profit after Tax (B) 926.51 1,228.60 824.47 255.68
Number of Equity Share outstanding as on the End of 249.86 249.86 249.86 249.86
Year/Period (C)
Weighted average no of Equity shares at the time of 249.86 249.86 249.86 249.86
end of the year (D)
Weighted average number of equity shares at the end of 249.86 249.86 249.86 249.86
the year/ period after bonus (E)
Current Assets (F) 31,575.89 19,062.96 20,863.34 9,437.96
Current Liabilities (G) 24,031.39 12,541.18 15,765.24 5,463.68
Face Value per Share (in Rs.) 10.00 10.00 10.00 10.00
Restated Basic and Diluted Earnings Per Share Before 3.71 4.92 3.30 1.02
Bonus (Rs.) (B/D)
Restated Basic and Diluted Earnings Per Share After 3.71 4.92 3.30 1.02
Bonus (Rs.) (B/E)
Return on Net worth (%) (B/A) 11.74% 17.67% 14.33% 5.27%
Net asset value per share - Pre Bonus (A/D) (Face Value 31.60 27.83 23.03 19.41
of Rs. 10 Each)
Net asset value per share - Post Bonus (A/E) (Face 31.60 27.83 23.03 19.41
Value of Rs. 10 Each)
Current Ratio (F/G) 1.31 1.52 1,32 1.73

Note:

The ratios have been computed as under:

* Basic and diluted EPS: profit for the year attributable to equity shareholders of the Company divided by total
weighted average number of equity shares outstanding during the period. Basic and diluted EPS are computed in

accordance with Ind AS 33 — Earnings per share;

© Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight)

for each year/Total of weights

Net profit after tax as restated, attributable to the owners of the company

 

. Return on net worth
(%)

© Netasset value per equity
share

Net worth as restated, including share capital and reserves and surplus, as stated at
the end of the year

Net worth as restated, including share capital and reserves and surplus,
as restated at the end of the year

 

No. of equity shares outstanding at the end of the year

250

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITIONAND RESULTS OF
OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations, and
our assessment of the factors that may affect our prospects and performance in future periods, together with our
Restated Financial Statements for Financial Years 2021, 2020, 2019, and for the six months period ended
September 30, 2021, including the notes thereto and reports thereon, each included in this Prospectus. Unless
otherwise stated, financial information used in this section is derived from the Restated Consolidated Financial
Statements.

This discussion and analysis contains forward-looking statements that reflect our current views with respect to
future events and our financial performance, which are subject to numerous risks and uncertainties. Our actual
results may differ materially from those anticipated in these forward-looking statements. You should also read

“Forward-Looking Statements “and “Risk Factors” on pages 14 and 21, respectively, which discuss a number of
factors and contingencies that could affect our business, financial condition and results of operations.

Our fiscal year ends on March 31 of each year, so all references to a particular “fiscal year” and “Fiscal” are to
the twelve (12) month period ended March 31 of that fiscal year. References to the “Company”, “we”,” us” and
“our” in this chapter refer to Uma Exports Limited on a consolidated basis, as applicable in the relevant fiscal
period, unless otherwise stated.

OVERVIEW

Our Company was initially incorporated as a private limited company under the name and style ‘Uma Exports
Private Limited’ under the Companies Act, 1956 vide Certificate of Incorporation dated March 9, 1988 issued by
the Registrar of Companies, West Bengal. Our Company was initially engaged in the business of export of
building materials i.e. marble, granite, marble chips, etc to the neighbouring country, Bangladesh. Keeping in
view the demand in Bangladesh market our Company diversified from export of building materials to export of
agricultural produce and commodities in the year 1997. Since then, our Company has been engaged in exporting
agricultural produce and commodities including rice, wheat, sugar and spices. We have explored the business
opportunities in Malaysia and Sri Lanka in addition to Bangladesh during these years.

Our Company is engaged into trading and marketing of agricultural produce and commodities such as sugar,
spices like dry red chillies, turmeric, coriander, cumin seeds, food grains like rice, wheat, corn, sorghum and tea,
pulses and agricultural feed like soyabean meal and rice bran de-oiled cake. We import lentils, faba beans, black
urad dal and tur dal in India in bulk quantities. Our major imports are from Canada, Australia and Burma. We are
B2B traders, highly specialized in sugar, corn and dal. We maintain stocks and distribute them to different
institutional parties like manufacturers, exporters, etc. We provide them in bulk quantities. We follow standard
packing process to ensure that quality and authentic taste of commodities remains intact.

Our Company has developed business strategy to switch over exports/imports from one commodity to another
with change in demand or inconsistency in pricing for any commodity during any season. This policy adopted by
the management ensures that the Company does not pass through a lean period during the year.

We have received a certificate of registration as an Exporter from the Spices Board of India. We are registered
with APEDA and Federation of Indian Export Organizations.

With an objective of having overseas presence, our Company acquired 100% shareholding of U.E.L. International
FZE, incorporated under the laws of United Arab Emirates and having its registered office at FDRK0757 Compass
Building, Al Shohada Road, AL Hamra Industrial Zone-FZ, Ras Al Khaimah, United Arab Emirates. U.E.L.
International FZE is engaged in business of trading in sugar, spices & textile.

Our Company is promoted by Mr. Rakesh Khemka. He is the guiding force behind the growth of the Company
and possesses more than two decades of experience in the trading & retailing. With his dedication and commitment
along with support of our key management personnel and dedicated employee base, our Company has shown
a positive trend in our business operations. Our market position has been achieved by adherence to the vision of
our Promoter and senior management and their experience. We value our customers and aim to exceed
customer expectations by fulfilling valuable commitments. Our customer oriented approach and cordial
relations with them are the key strengths of our company. We aim to provide cost effective solutions available

251
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

while adhering to the quality standards of the services. We strive to establish relationships with clients and
collaborate with them to drill down on the best solutions.

Our total revenues from operations on consolidated basis for the six months period ended September 30, 2021 is
% 52,394.45 lakhs. Our EBITDA on consolidated basis for the six months period ended September 30, 2021 is =
2,086.35 lakhs. Our profit after tax on consolidated basis for the six months period ended September 30, 2021 is
% 897.12 lakhs. For further details, please refer to the section titled “Financial Information” on page 184 of this
Prospectus.

Our total revenues from operations on consolidated basis for the Fiscals 2021, 2020 and 2019 were 2 75, 202.64
lakhs, = 81,030.84 lakhs and = 32937.02 lakhs respectively, and grew at a CAGR of 51.10% over such period.
Our EBITDA on consolidated basis for the Fiscals 2021, 2020 and 2019 were % 2124.82 lakhs, = 1974.97 lakhs
and % 910.59 lakhs, respectively, and grew at a CAGR of 52.76% over such period. Our profit after tax on
consolidated basis for the Fiscals 2021, 2020 and 2019 was % 1218.47 lakhs, = 832.98 lakhs and = 288.66 lakhs
respectively, and grew at a CAGR of 105.45% over such period. For further details, please refer to the section
titled “Financial Information” on page 184 of this Prospectus.

Impact of COVID-19 on our business operations

The current outbreak of COVID-19 pandemic has adversely impacted the global economy. The World Health
Organization declared the outbreak of COVID-19 as a public health emergency of international concern on
January 30, 2020 and a pandemic on March 11, 2020. The Government of India announced a nation-wide
lockdown on March 24, 2020 and imposed several restrictions. Subsequently in view of the second wave of
COVID-19, various state governments had imposed a complete lockdown on or about the beginning of May,
2021. However, as we are engaged in import/export and trading of agricultural produce and commodities which
are ‘essential goods’, our operations were not shut down during this pandemic. However, due to limited
availability of labour, logistics and supply chain constraints, our business were impacted during the initial period
of the lockdown. We continued our operations and business activities after making arrangements to meet the
government’s requirements on santization, people movement and social distancing.

Since, the relaxation of the aforementioned restrictions, our procurement, day to day operations and logistics have
become more regular. The future impact of COVID-19 or any other severe communicable disease on our business
and results of operations depends on several factors including those discussed in “Risk Factors — External Risk
Factors No. 7 - The outbreak of Novel Coronavirus or outbreak of any other severe communicable disease could
have a potential impact on our business, financial condition and results of operations on page 40 of this
Prospectus. We are continuously monitoring the economic conditions and have outlined certain measures to
combat the pandemic situation and to minimize the impact on our business. For more details, see “Management's
Discussion and Analysis of Financial Condition and Results of Operations — Significant Developments after
March 31, 2021 that may affect our results of operations— Estimation of uncertainties relating to the global health
pandemic from COVID-19 (COVID-19)” on page 267 of this Prospectus.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our financial condition and results of operations are affected by numerous factors and uncertainties, including
those discussed in the section titled ‘Risk Factors’ on page 21. The following is a discussion of certain factors that
have had, and we expect will continue to have, a significant effect on our financial condition and results of
operations:

Any adverse changes in central or state government policies;

Any adverse development that may affect our operations in West Bengal;

Our ability to maintain and enhance our brand image;

General economic and business conditions in the markets in which we operate and in the local, regional and

national economies;

Changes in technology and our ability to manage any disruption or failure of our technology systems;

¢ Our ability to attract and retain qualified personnel;

¢ Changes in political and social conditions in India or in countries that we may enter, the monetary and interest
rate policies of India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity
prices or other rates or prices;

e — The performance of the financial markets in India and globally;

252
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

* Occurrences of natural disasters or calamities affecting the areas in which we have operations;

¢ Market fluctuations and industry dynamics beyond our control;

© Our ability to compete effectively, particularly in new markets and businesses;

e Changes in foreign exchange rates or other rates or prices;

« Inability to collect our dues and receivables from, or invoice our unbilled services to, our customers, our
results of operations;

¢ Other factors beyond our control;

¢ Our ability to manage risks that arise from these factors;

¢ Conflict of interest with our Subsidiary, Individual Promoter and other related parties;

« Changes in domestic and foreign laws, regulations and taxes and changes in competition in our industry;

¢ Termination of customer contracts without cause and with little or no notice or penalty; and

e Inability to obtain, maintain or renew requisite statutory and regulatory permits and approvals or

noncompliance with and changes in, safety, health and environmental laws and other applicable regulations,
may adversely affect our business, financial condition, results of operations and prospects.

SIGNIFICANT ACCOUNTING POLICIES

The accounting policies have been applied consistently to the periods presented in the Restated Consolidated
Financial Statements. For details of our significant accounting policies, please refer section titled “Financial
Information” on page 184 of this Prospectus.

CHANGE IN ACCOUNTING POLICIES IN PREVIOUS 3 YEARS

Except as mentioned in chapter “Financial Information” on page 184 of this Prospectus, there has been no change
in accounting policies in last 3 years.

RESERVATIONS, QUALIFICATIONS AND ADVERSE REMARKS
For details, see section titled “Financial Information” on page 184 of this Prospectus
Principal components of our statement of profit and loss account Revenue

The following descriptions set forth information with respect to the key components of the Restated Consolidated
Financial Statements.

Total income

Our revenue comprises of:

Revenue from operations

Our revenue from operations consists of sale of products and other operating revenue. Sale of products primarily
consists of trading and marketing of agricultural produce and commodities such as sugar, spices like dry red
chillies, turmeric, coriander, cumin seeds, food grains like rice, wheat, corn, sorghum and tea, pulses and
agricultural feed like soyabean meal and rice bran de-oiled cake.

Other Income

Other income includes (i) interest income from bank; (ii) interest income from security deposit; (iii) interest
income from loans; (iv) interest income from others; (vii) dividend income from mutual funds measured at
FVTPL,; (viii) profits on sale / discard of items of property, plant and equipment; (ix) profit on sale of mutual
funds measured at FVTPL; (x) refund of special additional duty written off earlier; and (xiv) government grant
income; (xi) other non operating income; (xii) net gains on foreign currency translation, and (xiii) provision for
doubtful debts and advances written back.

Expenses

Our expenses comprise (i) cost of material and services consumed; (ii) change in inventories; (iii) employee
benefit expenses; (iv) depreciation and amortisation expense; (v) impairment losses on financial instrument and

253
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

contract assets; (vi) finance cost; and (vii) other expenses.
Changes in inventories of stock-in-trade

Changes in inventories of stock-in-trade comprises of difference in closing balance vis-a-vis opening balance of
stock in trade.

Employee benefit expenses

Employee benefit expense consists of salaries, wages, gratuity, bonus, commission, contribution to provident fund
& other funds and staff welfare & training expenses.

Other expenses

Other expenses comprise of rent expense, commission & brokerage, advertisement & publicity, warehouse
charges, repair & maintenance expenses, freight, insurance & clearing charge and miscellaneous expenses.

Finance cost

Finance cost comprises interest expense and other finance costs. Interest expense, generally, comprises interest
on secured loans and unsecured loan. Other finance costs consist of bank commission, letter of credit charges,
interest on buyer’s credit, interest on vendor bill discounting, interest on receivable financing, loan processing
charges, loan prepayment charges, and loan renewal charges.

Depreciation and Amortisation Expense

Depreciation and amortization expense comprises of depreciation on building, plant and machinery, office
equipment, furniture & fixtures, vehicles, leasehold improvements, computers, servers & network, right-of-use
assets and amortization of intangible assets.

Tax expenses

Tax expense comprises of current tax and deferred tax. Current tax is the amount of tax payable on the taxable
income for the year as determined in accordance with applicable tax rates and the provisions of applicable tax
laws. Deferred tax liability or credit is recognized based on the difference between taxable profit and book profit
due to the effect of timing differences and treatment of expenses. Our deferred tax is measured based on the
applicable tax rates and tax laws that have been enacted or substantively enacted by the relevant balance sheet
date.

Consolidated Total Income:

 

 

 

 

 

 

 

 

 

 

Six months period
ended September Fiscal 2021 Fiscal 2020 Fiscal 2019
30, 2021
. Percent Percent Percent Percent
ee 4 age of S age of z age of . age of
Re total Ren total ce total aesan) total
Lakhs. Lakhs. Lakhs. Lakhs.
income income income income
(%) (%) (%) (%)
i. Sale of products
Export revenues 8,244.3 15.74% 7,168.2 9.53% 4,387.4 5.41% 12,367. 37.55%
8 1 1 77
Domestic 36,785. 70.21% 67,047. 89.17% + 76,289. 94.15% 20,323. 61.71%
60 31 o1 85,
High Seas Sales 7,106.6 13.56%
0
Total revenue from sale of 52,136. 99.51% 74,215. 98.70% 80,676. 99.56% 32,691. 99.25%
products (i) 58 52 42 62
ii. Sale of services
Export 0 0.00% 0 0.00% 0 0.00% 0 0.00%

 
PROSPECTUS

Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particular Six Percenta 2021 Percenta 2020 Percenta 2019 Percenta
months ge of ge of ge of ge of
period total total total total

ended income income income income
Septemb — (%) (%) (%) (%)

er 30,

2021

Revenue from 52,136.5 99.51% — 75,072. 99.83% 80,942. 99.89% 32,892. 99.87%

Operations 8 30 61 74

Other Income 19.79 0.04% 130.34 0.17% 88.23 0.11% 44.28 0.13%

Other Operating 238.08 0.45%

Income

Total Income (A) 52,394.4 100.00% 75,202. 100.00% 81,030. 100.00% 32,937. 100.00%

5 64 84 02

EXPENDITURE

Cost of materials - - - - - - - -

consumed

Purchases of Stock-in- 59,684.1 79.36% 71,968. 95.70% 72,114. 89.00% 28,922. 87.81%

Trade 0 93 35 47

Changes in inventories (14,051.5  -18.68% (4,654.3 -6.19% 1,620.6 2.00% (861.90 -2.62%

of finished goods, work 3) 0) 1 )

in process and stock in

trade

Employee benefit 78.22 0.10% 134.20 0.18% 174.04 0.21% 115.59 0.35%

expenses

Finance costs 858.85 1.14% 464.56 0.62% 868.49 1.07% 517.81 1.57%

Depreciation and 4.94 0.01% 10.43 0.01% 11.80 0.01% 15.86 0.05%

amortisation expense

Other Expenses 4,599.32 6.12% 5,628.9 749% 5,146.8 6.35% — 3,850.2 11.69%

8 7 8
Total Expenses (B) 51,173.9 68.05% 73,552. 97.81% 79,936. 98.65% 32,560. 98.86%
0 81 16 11

Profit before 1,220.55 1.62% 1,649.8 2.19% 1,094.6 1.35% 376.91 1.14%

extraordinary items 3 8

and tax

Prior period items (Net) - 0.00% - 0.00% - 0.00% - 0.00%

Profit before 1,220.55 1.62% 1,649.8 2.19% 1,094.6 1.35% 376.91 1.14%

exceptional, 3 8

extraordinary items

and tax (A-B)

Exceptional items 2.01 0.00% - 0.00% : 0.00% - 0.00%

Profit before 1,222.56 1.63% 1,649.8 2.19% 1,094.6 1.35% 376.91 1.14%

extraordinary items 3 8

and tax

Extraordinary items = : “ : : e z z

Profit before tax 1,222.56 1.63% 1,649.8 2.19% 1,094.6 1.35% 376.91 1.14%

3 8

Share of net profit

from joint venture

accounted for using

equity method

Profit before tax

Tax expense:

(i) Current tax 302.75 0.40% 415.24 0.55% 260.98 0.32% 84.69 0.26%

(ii) Deferred tax 0.11 0.00% 0.28 0.00% 0.71 0.00% (4.26) _(0.01)%

(ii) MAT Credit S 2 3 z 5 E 7 z

(iv) Short/(Excess) 22.58 0.03% 15.84 0.02% - 0.00% 7.82 0.02%

Provision of Earlier

Year

Total Tax Expense 325.44 0.43% 431.36 0.57% 216.69 0.32% 88.25 0.27%

Profit for the year (D- 897.12 1.19% 1,218.4 1.62% 832.98 1.03% 288.66 0.88%

E) 7

Other Comprehensive 897.12 1.19% 1,218.4 1.62% 832.98 1.03% 288.66 0.88%

Income 7

 

 

256
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic 0 0.00% 0 0.00% 0 0.00% 0 0.00%
Total revenue from sale of 0 0.00% 0 0.00% 0 0.00% 0 0.00%
services (ii)

Revenue from Operations (i 52,136. 99.51% 74,215. 98.70% 80,676. 99.56% 32,691. 99.25%
+ii) 58 52 42 62

iii, Other Operating Income

Effects on Exchange Rate 127.03 0.24% 52.34. 0.07% 57.69 0.07% 87.65 0.27%
Differences

Export Incentives 966 0.02% 813 0.01% 357 0.00% 13.86 0.04%
Insurance Claim 10.74 0.02% 25.47 0.03% 33.31 —0.04% ~—~«:13.53_ 0.04%
Washout Charges 36.85 0.07% 711.89 0.95% 55.75 0.07% 0.00 0.00%
Delay Payment Charges 0.00 0.00% 0.00 0.00% 56.74 0.07% 0.00 0.00%
Service Tax Refund 0.00 0.00% 0.00 0.00% +145 ~~—0.00% 0.00 ~——(0.00%
Misc. Income 42.01 0.08% 0.00 0.00% 2.20 0.00% 0.00 0.00%
Packing Charges 0.00 0.00% 0.00 0.00% 0.00 ~~—0.00% ~~—~—«3.08~—02.01%
Rent Received 0.00 0.00% 0.00 0.00% 0.00 ~~—-0.00% ~~=-271 ~~0.01%
Profit on Currency Hedging 0.00 0.00% 28.59 0.04% 0.00 0.00% 0.00 0.00%

 

Gain on Sale of Non Current 0.00 0.00% 12.81 0.02% 0.00 0.00% 0.00 0.00%
Investment carried at

Amortized Cost

Gain on Sale of Current 0.00 0.00%
Investment carried at FVTPL

Gain on Sale/Fair Value of 11.79 0.02%
Current Investment carried at 17.54 0.02% 52.41 0.06% 80.30 0.24%
FVTPL

Other Operating Income(iii) 238.08 0.45% 856.78 1.14% 261.19 0.33% 201.13 0.61%

 

0.00 0.00% 3.07 0.00% 0.00 0.00%

 

 

 

 

iv. Total Other Income - - - = <
Interest 19.74 0.04% 130.23 0.17% 88.17 0.11% 43.90 0.13%

 

 

 

 

 

 

Dividend 0.05 0.00% 0.11 0.00% 0.06 0.00% 0.38 0.00%
Other Income(iv) 19.79 0.04% 130.34 0.17% 88.23 0.11% 44.28 0.13%
Total Income (i- ‘iv) 52,394, 100.00 75,202. 100.00 81,030. 100.00 32,937. 100.00

45 % 64 % 84 % 02 %

 

Our Company’s total income has for the period ended September 30, 2021 is = 52394.45 lakhs and for the period
ended September 30, 2021, export revenues, domestic revenues constituted 15.74%, and 70.21% of the total
revenue from operations of = 52136.58 lakhs.

Our Company’s total income has seen a steady incline from % 32,937.02 lakhs in Financial Year 2019 to =
81,030.84 lakhs in Financial Year 2020 and then to % 75,202.64 lakhs in Financial Year 2021. The increase in
Financial Year 2020 over Financial Year 2019 is 146.02%, while the decrease in total income in Financial Year
2021 over Financial Year 2020 is (7.19)%.

For Financial Year 2019, export revenues, domestic revenues constituted 37.83%, and 62.17% of the total revenue
from operations of = 32,691.62 lakhs. The figures for Financial Year 2020 stood at 5.43%, and 94.56% of the
total revenue from operations of = 80,676.42. For Financial Year 2021, our Company had a total revenue from
operations of 74,215.52 lakhs of which export sales, domestic sales contributed 9.66% and 90.34% respectively.

Results of Operations based on Restated Consolidated Summary Statements

The following table sets out our financial data derived from our Restated Consolidated Summary Statements for
each of the periods indicated and its components expressed as a percentage of the total income for such periods.

 

 

Particular Six Percenta 2021 Percenta 2020 Percenta 2019 Percenta
months ge of ge of ge of ge of
period total total total total

ended income income income income
Septemb  (%) (%) (%) (%)
er 30,
2021
INCOME

 

255
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

Particular Six Percenta 2021 Percenta 2020 Percenta 2019 Percenta
months ge of ge of ge of ge of
period total total total total
ended income income income income
Septemb — (%) (%) (%) (%)
er 30,

2021

Items that will not be 29,39 0.04% 10.13 0.01% (851)  (0.01)% (32.98)  -0.10%

reclassified to profit or

loss

items that may be - 0.00% - 0.00% - 0.00% - 0.00%

reclassified to profit or

loss

Other comprehensive 29.39 0.04% 10.13 0.01% (851) (0.01% (32.98)  -0.10%

income for the year

Restated total

comprehensive 1,228.6

income 926.51 1.23% 0 1.63% 824.48 1.02% 255.68 0.78%

 

Six Months Ended September 30, 2021
Total revenue

Our total revenue for the six months period ended September 30, 2021 was % 52,394.45 lakhs. Total revenue
comprises of:

Revenue from Operations

Our revenue from operations for the six months period ended September 30, 2021 was % 52,136.58 lakhs. Our
revenue from operations consists of sale of products and other operating revenue. Sale of products primarily
consists of trading and marketing of agricultural produce and commodities such as sugar, spices like dry red
chillies, turmeric, coriander, cumin seeds, food grains like rice, wheat, corn, sorghum and tea, pulses and
agricultural feed like soyabean meal and rice bran de-oiled cake.

Other Operating Revenue
Our revenue from operations for the six months period ended September 30, 2021 was % 238.08 lakhs.

Other Income

Our Other Income for the six months period ended September 30, 2021 was 2 19.79 lakhs. Other income includes
(i) interest income from bank; (ii) interest income from security deposit; (iii) interest income from loans; (iv)
interest income from others; (vii) dividend income from mutual funds measured at FVTPL; (viii) profits on sale /
discard of items of property, plant and equipment; (ix) profit on sale of mutual funds measured at FVTPL; (x)
refund of special additional duty written off earlier; and (xiv) government grant income; (xi) other non operating
income; (xii) net gains on foreign currency translation, and (xiii) provision for doubtful debts and advances written
back.

Expenditure

Our total expenditure for the six months period ended September 30, 2021 was % 51,173.90 lakhs. Our expenditure
comprise (i) cost of material and services consumed; (ii) change in inventories; (iii) employee benefit expenses;
(iv) depreciation and amortisation expense; (v) impairment losses on financial instrument and contract assets; (vi)
finance cost; and (vii) other expenses.

Purchase of stock in trade

The purchase of changes inventories of stock-in-trade for the six months period ended September 30, 2021 was =

59,684.10 lakhs.

257
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Employee benefits expense

Employee benefit expense for the six months period ended September 30, 2021 was % 78.22 lakhs. Employee
benefit expense consists of salaries, wages, gratuity, bonus, commission, contribution to provident fund & other
funds and staff welfare & training expenses

Finance costs

Finance cost for the six months period ended September 30, 2021 was % 858.85 lakhs. Finance cost comprises
interest expense and other finance costs. Interest expense, generally, comprises interest on secured loans and
unsecured loan. Other finance costs consist of bank commission, letter of credit charges, interest on buyer’s credit,
interest on vendor bill discounting, interest on receivable financing, loan processing charges, loan prepayment
charges, and loan renewal charges.

Depreciation and amortisation expense

Depreciation and amortization expense for the six months period ended September 30, 2021 was % 4.94 lakhs.
Depreciation and amortization expense comprises of depreciation on building, plant and machinery, office
equipment, furniture & fixtures, vehicles, leasehold improvements, computers, servers & network, right-of-use
assets and amortization of intangible assets.

Other expenses

Other expenses for the six months period ended September 30, 2021 was % 4599.32 lakhs. Other expenses
comprise of rent expense, commission & brokerage, advertisement & publicity, warehouse charges, repair &
maintenance expenses, freight, insurance & clearing charge and miscellaneous expenses.

Restated Profit/Loss before Tax

The restated profit/(loss) before tax f for the six months period ended September 30, 2021 was % 1222.56 lakhs.
Tax expense

Total tax expense for the six months period ended September 30, 2021 was % 325.44 lakhs. Tax expense comprises
of current tax and deferred tax. Current tax is the amount of tax payable on the taxable income for the year as
determined in accordance with applicable tax rates and the provisions of applicable tax laws. Deferred tax liability
or credit is recognized based on the difference between taxable profit and book profit due to the effect of timing
differences and treatment of expenses. Our deferred tax is measured based on the applicable tax rates and tax laws
that have been enacted or substantively enacted by the relevant balance sheet date.

Restated Profit/Loss after Tax

As a result of the aforesaid, Our Company earned a profit for the year on a restated basis for the six months period
ended September 30, 2021 was % 897.12 lakhs.

Financial Year 2021 compared with Financial Year 2020
Total revenue

Our total revenue for the Fiscal 2021 was % 75,202.64 lakhs as compared to % 81,030.84 lakhs for the Fiscal 2020,
representing a decrease of (7.19%). Total revenue comprises of:

Revenue from Operations
Our revenue from operations for the Fiscal 2021 was % 74,215.52 lakhs as compared to % 80,676.42 lakhs for the
Fiscal 2020, representing a decrease of (8.01%). This decrease was primarily driven by volume decrease and also

lesser realisations on due to the effect of COVID-19 on the sale of products.

Other Operating Revenue

258
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Our revenue from operations for the Fiscal 2021 was % 856.78 lakhs as compared to % 266.19 lakhs for the Fiscal
2020, representing an increase of 221.87%. The increase was primarily a result of non delivery and non execution
of contracts due to covid situation and squaring of the contracts with higher prices.

Other Income

Other income for the Fiscal 2021 was % 130.34 lakhs as compared to % 88.23 lakhs for the Fiscal 2020, representing

an increase of 47.73% The increase in other income was primarily due to increase in interest income and increase
in dividend income.

Expenditure

Our total expenditure for the Fiscal 2021 was % 73,552.81 lakhs as compared to = 79,936.16 lakhs for the Fiscal
2020, representing a decrease of (7.99%).

Our cost of goods sold was primarily determined by the purchase of stock-in-trade, adjusted by changes in
inventories of stock-in-trade, employees benefit expenses, finance cost as follows:

Purchase of stock in trade

The changes inventories of stock-in-trade for the Fiscal 2021 was % 71,968.93 lakhs as compared to % 72,114.35
lakhs for the Fiscal 2020 (Y-O-Y change (0.20%), primarily due to market demand supply scenario. This was
primarily attributable to finished goods into sales revenue.

Employee benefits expense

Employee benefit expense for the Fiscal 2021 was % 134.20 lakhs as compared to 174.04 lakhs for the Fiscal
2020, representing a decrease of (22.89%). This was due to decrease in salaries, wages and bonus on account of
COVID-19 related reasons.

Finance costs

Finance cost for the Fiscal 2021 was % 464.56 lakhs as compared to % 868.49 lakhs for the Fiscal 2020,
representing a decrease of (46.51%). The decrease in finance cost is due to reduced utilization of working capital
limits and also on the reduced rate of interest on loan limits.

Depreciation and amortisation expense

Depreciation and amortization expense for the Fiscal 2021was % 10.43 lakhs as compared to % 11.80 lakhs for the
Fiscal 2020, representing a decrease of (11.61%). The decrease is due to general impact of depreciation during
the year.

Other expenses

Other expenses for the Fiscal 2021 was % 5,628.98 lakhs as compared to % 5,146.87 lakhs for the Fiscal 2020,
representing an increase of 9.37%. This was primarily due to expenses, including repairs and maintenance, rates
and taxes, selling expenses, professional consultancy and travel amongst other expenses.

Restated Profit/Loss before Tax

The restated profit/(loss) before tax for the Fiscal 2021 of % 1,649.83 lakhs as compared to % 1,094.68 lakhs for
the Fiscal 2020, an increase of 50.71%. The increase in restated profit/loss before tax is due to market conditions
for agriculture products on account of COVID-19 related reasons which affected the performance of the Company
in the year.

Tax expense

Total tax expense for the Fiscal 2021 % 431.36 lakhs as compared to % 216.69 lakhs for the Fiscal 2020,

259
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

representing an increase of 99.07%. The increase was due to increase in current tax.
Restated Profit/Loss after Tax

As a result of the aforesaid, Our Company earned a profit for the year on a restated basis for the Fiscal 2021 of =
1,218.47 lakhs as compared to % 832.98 lakhs for the Fiscal 2020, representing an increase of 46.28%. The increase
in restated profit/loss after tax is due to market conditions for agriculture products on account of COVID 19 related
reasons which affected the performance of the Company in the year

Trade Payables

The trade payable was Rs.7718.39 lacs in FY2020 as against Rs.4880.88 Lacs in FY2021. The higher trade
payables in FY2020 were due the purchase orders placed with suppliers in the Month of February & March 2020
and invoices were booked in accounts, however, due to sudden lock-down and halt in commercial activities, the
goods were in transit.

Other Current Liabilities

The Other Current Liabilities was Rs. 6228.73 Lacs in FY2020 as against Rs. 3293.67 Lacs in FY2021. The higher
Other Current Liabilities in FY2020 was due the advances received against orders from customers in the Month
of February & March 2020 and invoices were booked in accounts, however, due to sudden lock-down and halt in
commercial activities, the goods were not dispatched.

Other current assets

The Other Current Assets includes advance to supplier of Rs. 13970.56 Lacs in FY2020 as against Rs. 6704.96
Lacs in FY2021. The higher advance to suppliers in FY2020 was due the advances paid to suppliers in the Month
of February & March 2020 and invoices were booked in accounts, however, due to sudden lock-down and halt in
commercial activities, the goods were not received by the Company.

Investment

The Investments was Rs. 653.05 Lacs in FY2020 as against Rs. 332 Lacs in FY2021. The decrease in investments
in FY2021 was due the redemption of mutual fund.

Deferred Tax Assets

The Deferred Tax Assets was Rs. 6.96 Lacs in FY2020 as against Rs. 6.68 Lacs in FY2021. The decrease in
Deferred Tax Assets in FY2021 was due the normal accounting treatment as per IndAS.

Inventories

The Inventories was Rs. 2640.54 in FY2020 as against Rs. 7294.84 Lacs in FY2021. The lower inventories in
FY2020 was due the non-receipt of delivery of goods ordered with suppliers in the Month of February & March
2020, however, due to sudden lock-down and halt in commercial activities, the goods were not received by the
Company.

Trade Receivables

The Trade Receivables was Rs. 1319.28 Lacs in FY2020 as against Rs. 2834.71 Lacs in FY2021. The lower Trade
Receivables in FY2020 was on account of order received from customers and sales were accounted for in the
books in the Month of March 2020, however, due to sudden lock-down and halt in commercial activities, the
goods were not delivered by the Company.

Other equity

The Other equity was Rs. 3255.94 lacs in FY2020 as against Rs. 4455.25 Lacs in FY2021. The increase in other
equity in FY2021 was on account of better financial results and higher profit recorded by the Company in FY2021.

260
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Borrowings

The total borrowings were Rs. 1795.87 Lacs in FY2020 as against Rs. 4214.07 Lacs in FY2021. The increase in
Borrowings in FY2021 was on account of higher utilization of financial assistance from banks and financial
institution by the Company in FY2021 towards working capital limits.

Financial Year 2020 compared with Financial Year 2019

Total revenue

Our total revenue for the Fiscal 2020 was % 81,030.84 lakhs as compared to % 32,937.02 lakhs for the Fiscal 2019,
representing an increase of 146.01%. Total revenue comprises of:

Revenue from Operations

Our revenue from operations for the Fiscal 2020 was % 80,676.42 lakhs as compared to % 32,691.62 lakhs for the
Fiscal 2019, representing an increase of 146.78%. This increase was primarily driven by volume increase in
imports and change in pattern of sales from export to import and also higher realisations of products at higher
prices.

Other Operating Revenue

Our revenue from operations for the Fiscal 2020 was % 266.19 lakhs as compared to % 201.13 lakhs for the Fiscal
2019, representing an increase of 32.35%. The increase was primarily a result of increase in insurance claim,
various charges, and net gain on foreign currency transactions and translations.

Other Income

Other income for the Fiscal 2020 was % 88.23 lakhs as compared to % 44.28 lakhs for the Fiscal 2019, representing
an increase of 99.26% The increase in other income was primarily due to increase in interest income.

Expenditure

Our total expenditure for the Fiscal 2020 was % 79,936.16 lakhs as compared to % 32,560.11 lakhs for the Fiscal
2019, representing an increase of 145.50%.

Our cost of goods sold was primarily determined by the purchase of stock-in-trade, employees benefit expenses,
finance cost as follows:

Purchase of stock in trade

The changes inventories of stock-in-trade for the Fiscal 2020 was % 72,114.35 lakhs as compared to % 28,992.47
lakhs for the Fiscal 2019 an increase in 148.73%, primarily due to market demand supply scenario. This was
primarily attributable to finished goods into sales revenue.

Employee benefits expense

Employee benefit expense for the Fiscal 2020 was % 174.04 lakhs as compared to % 115.59 lakhs for the Fiscal
2019, representing an increase of 50.57%. This was due to increase in salaries, wages and bonus.

Finance costs
Finance cost for the Fiscal 2020 was % 868.49 lakhs as compared to % 517.81 lakhs for the Fiscal 2019,
representing an increase of 67.72%. The increase in finance cost is due to higher utilization of working capital

limits.

Depreciation and amortisation expense
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Depreciation and amortization expense for the Fiscal 2020 was % 11.80 lakhs as compared to 2 15.86 lakhs for
the Fiscal 2019, representing a decrease of (25.60%). The decrease is due to sale of fixed assets during the year.

Other expenses

Other expenses for the Fiscal 2020 was % 5,146.87 lakhs as compared to % 3,850.28 lakhs for the Fiscal 2019,
representing an increase of 33.68%. This was primarily due to expenses, repairs and maintenance, rates and taxes,
selling expenses, professional consultancy and travel amongst other expenses.

Restated Profit/Loss before Tax

The restated profit/(loss) before tax for the Fiscal 2020 of % 1,094.68 lakhs as compared to % 376.92 lakhs for the
Fiscal 2019 an increase of 190.44%. The increase in restated profit/loss before tax is due to market conditions for
increased demand of agriculture products.

Tax expense

Total tax expense for the Fiscal 2020 % 261.73 lakhs as compared to % 88.25 lakhs for the Fiscal 2019, representing
an increase of 196.58%. The increase was due to increase in current tax and net effect of deferred tax.

Restated Profit/Loss after Tax

As a result of the aforesaid, Our Company earned a profit for the year on a restated basis for the Fiscal 2020 of =
832.98 lakhs as compared to % 288.66 lakhs for the Fiscal 2019, representing an increase of 188.57%. The increase
in restated profit/loss before tax is due to market conditions for increased demand of agriculture products

Cash Flows

The following table sets forth certain information relating to our cash flows under Ind AS for the Six months
period ended September 30, 2021, Financial Year 2021, Financial Year 2020 and Financial Year 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Six months 2021 2020 2019
period ended
September 30,
2021
Net (loss) / profit before tax 1222.56 1,649.83 1,094.68 376.92
Net Cash Flow from/ (used in) Operating 1623.90 489.23 218.44 882.85
Activities (A)
Net Cash Flow Used in Investing Activities 27.01 365.50 109.69 114.94
(B)
Net Cash Generated from Financing (621.32) (364.12) (561.96) (435.22)
Activities (C)
Net Increase 7 (Decrease) in Cash & Cash 1029.59 490.61 (233.82) (435.22)
Equivalents (A+B+C)
Cash and cash equivalents at the beginning of 1745.78 1,284.45 1,437.49 815.98
the year/period
Effect of Change in Exchange Rates 14.45 (29.30) 80.79 58.93
Cash and cash equivalents at year/ period end 2789.84 1,745.78 1,284.45 1,437.49

 

Net cash generated from operating activities

Net cash generated from operating activities for the six months period ended September 30, 2021 was = 1623.90
lakhs and our profit before tax that period was = 1222.56 lakhs. This difference is primarily on account of trade
and other payables, other current asset and trade and other receivable.

Net cash generated from operating activities in the Financial Year 2021 was % 489.23 lakhs and our profit before

tax that period was % 1649.83 lakhs. This difference is primarily on account of trade and other payables, other
current asset and trade and other receivable.

262
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Net cash generated from operating activities in the Financial Year 2020 was % 218.44 lakhs and our profit before
tax that period was = 1094.68 lakhs. This difference is primarily on account of trade and other payables, other
current asset and trade and other receivable.

Net cash generated from operating activities in the Financial Year 2019 was % 882.85 lakhs and our profit before
tax that period was % 376.92 lakhs. This difference is primarily on account of trade and other payables, other
current asset and trade and other receivable.

Net cash used in investing activities

In the six months period ended September 30, 2021, our net cash used in investing activities was = 27.01 lakhs.
This was on account of due to redemption of mutual funds.

In the Financial Year 2021, our net cash used in investing activities was = 365.50 lakhs. This was on account of
due to redemption of mutual funds.

In the Financial Year 2020, our net cash used in investing activities was 109.69 lakhs. This was on account of due
to interest on Fixed deposits with banks.

In the Financial Year 2019, our net cash used in investing activities was = 114.94 lakhs. This was on account of
due to interest on Fixed deposits with banks.

Net cash generated from/ used in financing activities

In the six months period ended September 30, 2021, our net cash generated from financing activities was =
(621.32) lakhs. This was on account of repayment of borrowings and payment of finance cost.

In the Financial Year 2021, our net cash generated from financing activities was = (364.12) lakhs. This was on
account of repayment of borrowings and payment of finance cost.

In the Financial Year 2020, our net cash used in financing activities was % (561.96) lakhs. This was on account of
repayment of borrowings and payment of finance cost.

In the Financial Year 2019, our net cash used in financing activities was = (435.22) lakhs This was on account of
repayment of borrowings and payment of finance cost.

LIQUIDITY AND CAPITAL RESOURCES

We fund our operations primarily with cash flow from operating activities and borrowings / credit facilities from
banks and NBFCs. Our primary use of funds have been to pay for our working capital requirements and capital
expenditures for setting-up of our manufacturing facilities. We evaluate our funding requirements regularly in
light of our cash flow from our operating activities and market conditions. To the extent we do not generate
sufficient cash flow from operating activities, we may rely on other debt or equity financing activities, subject to
market conditions.

Our Company had consolidated cash and cash equivalents of = 1745.78 lakhs as of March 31, 2021. As of March
31, 2021, we had long term borrowings of = 352.26 lakhs and short term borrowings of % 3,861.81 lakhs. The
following table sets forth certain information relating to our outstanding indebtedness as of Six months period
ended September 30, 2021 and March 31, 2021:

 

 

 

 

 

 

 

 

Sr. Category of borrowing Six months period ended | Outstanding Amounts As of
No September 30, 2021 (in Rs. Lakhs)
March 31, 2021
1 Secured
- Working Capital Loan 5628.20 3,861.81
- Term Loan 0.00 0.00
Sub Total (A) 5628.20 3,861.81
2 Unsecured
- NBFC 0.00 0.00

 

 

 

 

 

 

263
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

- Others: 0.00 0.00
- Related Parties 550.57 352.26
Sub Total (B) 550.57 352.26
Total (A+B) 6178.77 4,214.07

 

 

For further and detailed information on our indebtedness, see “Risk Factors — Our indebtedness and the conditions
and restrictions imposed on us by our financing agreements could adversely affect our ability to conduct our
business” on page 21 and “Financial Indebtedness” on page 270.

CONTINGENT LIABILITIES
Contingent liabilities

As of September 30, 2021, the estimated amount of contingent liabilities and not provided for was = 17.00 lakhs.
For further information on our contingent liabilities and commitments, see “Financial Information” on page 184
of this Prospectus.

Capital expenditures

Our historical capital expenditures were, and we expect our future capital expenditures to be, primarily for
investments in property, plant and equipment for our facilities and other assets that shall be utilised to further our
business operations.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or reasonably likely to have a current or future effect
on our financial condition, changes in financial condition, revenue or expenses, operating results, liquidity, capital
expenditure or capital resources.

RELATED PARTY TRANSACTIONS

We enter into various transactions with related parties in the ordinary course of business including sale of goods,
rent paid and managerial remuneration. For further information relating to our related party transactions, see
“Restated Financial Information — Related party disclosures” on page 229.

Reservations, Qualifications and Adverse Remarks by the statutory auditors

There are no reservations, qualifications and adverse remarks by our Statutory Auditors since incorporation /
during the period reported.

Details of Default, if any, including therein the amount involved, duration of default and present status, in
repayment of statutory dues or repayment of debentures or repayment of deposits or repayment of loans
from any bank or financial institution

There have been no defaults in payment of statutory dues or repayment of debentures and interest thereon or
repayment of deposits and interest thereon or repayment of loans from any bank or financial institution and interest
thereon by the Company for period ended September 30, 2021 and Financial Year 2019, Financial Year 2020 and
Financial Year 2021.

However there have been certain delays in payments of statutory dues, details of which are mentioned in the
section titled “Outstanding Litigation and Material Developments” beginning on page 273.

Material Frauds

There are no material frauds, as reported by our statutory auditor, committed against our Company, since
incorporation / during the period reported.
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss related to adverse changes in market prices, including interest rates and foreign
exchange rates. In the normal course of business, we are exposed to certain market risks including foreign
exchange rate risk and interest risk.

Interest rate risk

Interest rate risk results from changes in prevailing market interest rates, which can cause a change in the fair
value of fixed-rate instruments and changes in the interest payments of the variable-rate instruments. Our
operations are funded to a certain extent by borrowings. Our current loan facilities carry interest at variable rates
as well as fixed rates. We mitigate risk by structuring our borrowings to achieve a reasonable, competitive cost of
funding. There can be no assurance that we will be able to do so on commercially reasonable terms, that our
counterparties will perform their obligations, or that these agreements, if entered into, will protect us adequately
against interest rate risks.

Foreign exchange rate risk

Changes in currency exchange rates influence our results of operations. We import certain finished goods, the
price of which are denominated in foreign currency, which is mostly the U.S. dollar. Our export sales, are
denominated in currencies other than Indian Rupees. Although we selectively enter into hedging transactions to
minimise our foreign currency exchange risks, there can be no assurance that such measures will enable us to
avoid the effect of any adverse fluctuations in the value of the Indian Rupee against the U.S. Dollar or other
relevant foreign currencies.

Liquidity risk

Adequate and timely cash availability for our operations is the liquidity risk associated with our operations. We
have availed working capital limits for our business operations such as maintaining and operating facility,
marketing and sales and enhance existing products and the failure to obtain such capital may adversely affect our
growth prospects and future profitability.

Credit Risk

We are exposed to the risk that our counterparties may not comply with their obligations under a financial
instrument or customer contract, leading to a financial loss. We are exposed to credit risk from our operating
activities, primarily from trade receivables. Our customer base majorly has creditworthy counterparties which
limits the credit risk, however, there can be no assurance that our counterparties may not default on their
obligations, which may adversely affect our business and financial condition.

General
Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets.
One actuarial assumption that has a material effect is the discount rate. The discount rate reflects the time value
of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits and
vice versa. This assumption depends on the yields on the corporate/government bonds and hence the evaluation
of liability is exposed to fluctuations in the yields as at the valuation date.
An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:
1, Unusual or infrequent events or transactions
As on date, there have been no unusual or infrequent events or transactions including unusual trends on
account of business activity, unusual items of income, change of accounting policies and discretionary

reduction of expenses.

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

Apart from the risks as disclosed under Section “Risk Factors” beginning on page 21, there are no significant

265
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

economic changes that may materially affect or likely to affect income from continuing operations.

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

Apart from the risks as disclosed under Section “Risk Factors” beginning on page 21, in our opinion there
are no other known trends or uncertainties that have had or are expected to have a material adverse impact on
revenue or income from continuing operations.

4, Future changes in relationship between costs and revenues

Our Company‘s future costs and revenues will be determined by demand/supply situation, both of the end
products as well as the government policies and budget constraints of our customer(s).

5. Increases in net sales or revenue and Introduction of new products or services or increased sales prices

Increases in revenues are by and large linked to increases in volume of business and also dependent on the
price realisation on our products.

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

Except as disclosed elsewhere in this Prospectus, we have not announced and do not expect to announce in
the near future any new products or business segments.

7. Total Turnover of Each Major Industry Segment in Which the Issuer Operates

Our business is limited to a Trading and marketing of agricultural produce and commodities and is a single
reportable segment. Details of the industry turnover and other relevant information is disclosed in the section
“Industry Overview” beginning on page 108 of this Prospectus.

8. Seasonality of business

We are impacted by seasonal variations in sales volumes, which may cause our revenues to vary significantly
between different quarters in a Fiscal. Typically, we see an increase in our business during the festive periods
and various seasons across the globe. Therefore, our results of operations and cash flows across quarters in a
Fiscal may not be comparable sequentially and any such comparisons may not be meaningful, or may not be
indicative of our annual financial results or our results in any future quarters or periods, see the section titled
“Risk Factors” beginning on page 21.

9. Any Major Dependence on a single or few suppliers or customers

The % of contribution of our Company‘s customer vis-a-vis the total revenue from operations respectively
for the half year ended September 30, 2021, and year ended Fiscal 2019, 2020 and 2021 is as follows:

 

 

 

 

 

 

 

 

 

Particulars Top Customers as a percentage (%) of revenues

eae ane Fiscal 2021 Fiscal 2020 Fiscal 2019
Top 5 49.35 22.07 25.59 25.28
Top 10 65.86 33.13 34.17 40.53
Particulars ‘Top Supplier as a percentage (%) of purchases

For the half year Fiscal 2021
ended September 30, Fiscal 2020 Fiscal 2019
2021

Top 5 49.35 59.67 29.44 32.96
Top 10 65.86 67.98 29.77 43.14

 

10. Competitive conditions:

Competitive conditions are as described under the chapters “Industry Overview” and “Our Business”

266
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

FINANCIAL INDEBTEDNESS

Set forth below is a brief summary of all the borrowings of our Company together with a brief description of
certain significant terms of such financing arrangements. As on September 30, 2021, our total outstanding secured
borrowing was % 5,628.20 lakhs and total outstanding unsecured borrowing was %550.57 lakhs.

Our Company has, pursuant to an Extra Ordinary General Meeting held on July 7, 2021, resolved that in
accordance with the provisions of the Companies Act, 2013, our Board is authorised to borrow, from time to time,
such sum or sums of moneys as the Board may deem fit for the purpose of the business of the Company (apart
from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business),
in excess to the aggregate of the paid — up capital of our Company and its free reserves, that is to say, reserves not
set apart for any specific purpose, provided that the total amount of money/moneys borrowed by the Board of
Directors and outstanding at one time shall not exceed % 25,000 lakhs.

SECURED BORROWINGS

As on September 30, 2021 and March 31, 2021, the aggregated outstanding borrowings of our Company amounted
to 5,628.20 and % 3,861.81, respectively. Our Subsidiary has not availed any Secured loans.

 

Category of Sanctioned amount as Outstanding amount Sanctioned amount Outstanding amount

 

 

 

 

 

 

borrowing on September 30, as on September 30, _ as on March 31, as on March 31,
2021 2021 2021 2021

Working

capital

facilities

- Fund 9,500.00 5,628.20 7,600 3861.81
based

-  Non- 320.00 Nil 400 Nil
fund
based

Other term Nil Nil Nil Nil

loans

Total 9,820.00 5,628.20 8,000 3861.81

 

The short term to long term borrowing ratio and debt equity ratio for last three financial years and as on September
30, 2021 are as under:
(Rs. In Lakhs, except ratios)

 

 

 

 

 

Particulars September 2021 2020 2019
30, 2021

Short Term Borrowings 5,628.20 | 3861.81 | 1470.39 | 4004.82

Long Term Borrowings 550.57 | 352.26 | 325.48 51.39

(Unsecured Loans)

Short Term/Long Term ratio 10.22 10.96 4.52 77.93

Total Debt/Equity Ratio 0.78 0.61 0.31 0.84

 

 

 

 

 

 

 

Further there are No specifics cross default provisions/ agreements with the lender.
Principal terms of borrowings availed by the Company:

a. Interest:

268
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

beginning on pages 108 and 118 respectively.

11. Significant Developments after September 30, 2021 that may affect our results of operations

There have not arisen, since the date of the last financial statements disclosed in this Prospectus, any
circumstances which materially and adversely affect or are likely to affect our profitability taken as a whole
or the value of our consolidated assets or our ability to pay our liabilities within the next 12 months. For
further information, see “Management's Discussion and Analysis of Financial Condition and Results of
Operation”, “Our Business”, “History and Certain Corporate Matters” and “Risk Factors” on pages 251,
118, 151 and 21, respectively.

  

Estimation of uncertainties relating to the global health pandemic from COVID-19 (COVID-19):

The current outbreak of COVID-19 pandemic has adversely impacted the global economy. The World Health
Organization declared the outbreak of COVID-19 as a public health emergency of international concern on
January 30, 2020 and a pandemic on March 11, 2020. The Government of India announced a nation-wide
lockdown on March 24, 2020 and imposed several restrictions. Subsequently in view of the second wave of
COVID-19, various state governments had imposed a complete lockdown on or about the beginning of May,
2021. However, as we are engaged in import/export and trading of agricultural produce and commodities which
are ‘essential goods’, our operations were not shut down during this pandemic. However, due to limited
availability of labour, logistics and supply chain constraints, our business were impacted during the initial period
of the lockdown. We continued our operations and business activities after making arrangements to meet the
government’s requirements on santization, people movement and social distancing.

   

Since, the relaxation of the aforementioned restrictions, our procurement, day to day operations and logistics have
become more regular. The future impact of COVID-19 or any other severe communicable disease on our business
and results of operations depends on several factors including those discussed in “Risk Factors — Internal Risk
Factors No. 7 - The outbreak of Novel Coronavirus or outbreak of any other severe communicable disease could
have a potential impact on our business, financial condition and results of operations on page 40 of this
Prospectus. We are continuously monitoring the economic conditions and have outlined certain measures to
combat the pandemic situation and to minimize the impact on our business. For more details, see “Management's
Discussion and Analysis of Financial Condition and Results of Operations — Significant Developments after
March 31, 2021 that may affect our results of operations— Estimation of uncertainties relating to the global health
pandemic from COVID-19 (COVID-19)” on page 267 of this Prospectus.

267
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

The rate charged by Axis Bank is 0.85% above Axis Bank’s marginal cost of fund-based lending rates
(“MCLR”) or at such other rate as Axis Bank may fix from time to time, in relation to the Bank's MCLR,"
payable on due date along with the principal amount. As per ICICI Bank, the interest rate shall be sum of I-
MCLR# and 'spread' p.a. plus applicable interest tax or other statutory levy, if any. Rate charged by Union bank
is EBLR + 3.50%. for CC(H), EBLR+1.00% for LC, EBLR+1.50% for contract to be paid at monthly rests..

b. Tenor:
The tenor for the working capital facility provided by Lenders is 12 months subject to renewal.
c. Security:
1) For the loan provided by Axis Bank:
e Pledge of Warehouse Receipts /Storage Receipts with lien noted in favour of Axis Bank

«1 No. of undated Cheque with PDS declaration (in Favour of AXIS BANK LTD ONLY) for the entire
Limit from M/S Uma Exports Limited.

2) For the loan availed from ICICI Bank:

e First charge by way of hypothecation of the company’s entire stock of raw materials, semi-finished and
finished goods, consumable stores and spares and such other moveables including book-debts, bills
whether documentary or clean, outstanding monies receivables, both present and future, in a form and
manner satisfactory to the Bank, ranking pari passu with other participating banks.

* Collateral Security:

I. FD No. 031213006912 in the name of Uma Exports Limited held with ICICI Bank Limited
II. FD No. 031213007265 in the name of Uma Exports Limited held with ICICI Bank Limited.
III. | FD No. 003413009086 in the name of Uma Exports Limited held with ICICI Bank Limited
IV. _ FD No. 031213006596 in the name of Uma Exports Limited held with ICICI Bank Limited

¢ Other Liquid Assets like Fixed deposits, LIC, NSC, FMP etc.

3) For the loan availed from Union Bank:

e Equitable Mortgage of flat no. 5 & 6 (1" floor) at 28/1 Shakespeare Sarani Kol - 17 owned by the Co.

¢ Godown no WW 43A owned by the company together with right to use the common facilities built up area
4070 sq ft on the land situated with Mouza Jaladhulagori, J.L. no 2, R.S. dag no 1505 and 1506 L.R.Khaitan
no 1978 P.S. Sankarail, Dist Howrah at Calcutta Mumbai Truck terminal, Dhulagarh

e  Eqitable Mortgage of Godown 43(1) owned by the company at Dhulagarh adjacent to the godown already

mortgaged to Bank.

Equitable Mortgage of godown no 43 B at Dulagarh truck terminal owned by Uma Agro Exports Limited.

Assignment of SUD policy no 00748373 in name of Rakesh Khemka

DRIC (in lieu of surrender of policy no. 00222728 and 00223360 earlier assigned in our favour).

Union KBC Mutual fund folio no 10031304 in the name of Uma Exports Limited

DRIC (Cutback of Rs. 1.00 lac per month) & existing deposit

d. Personal Guarantee: Personal Guarantee has been provided by our Promoter and Managing Director,
Rakesh Khemka, Mukesh Khemuka, and Madan Mohan Khemuka, individuals and entities respectively,
forming part of our Promoter Group. Shrawan Agarwal who retired as director had also provided personal
guarantee.

The details of personal guarantee of the Directors of the Company as on September 30, 2021 and March 31,

2021 are as under:
(Rs. in Lakhs)

269
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

Name of the Guarantors | Guarantee given on | Bank Name Sanctioned | Sanctioned As
behalf of As on September | on March 31,
30, 2021 2021
Mukesh Khemuka Uma Exports Limited | Union Bank 5,000.00 5,000.00
Rakesh Khemka Uma Exports Limited | Union Bank
Shrawan Agarwal Uma Exports Limited | Union Bank
Mukesh Khemuka Uma Exports Limited | ICICI 3,320.00 2,000.00
Rakesh Khemka Uma Exports Limited | ICICI
Shrawan Agarwal Uma Exports Limited | ICICI

 

 

 

 

 

The details of personal guarantee provided by the Promoters of the Company as on September 30, 2021,
March 31, 2021 and March 31, 2020, are as under:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name of the Guarantee given | Bank As on 30-09- As on 31-03- As on 31-03-
Guarantors on behalf of Name 2021 2021 2020
Sanctioned Sanctioned Sanctioned
Amount Amount Amount
(Rs. in Lakhs) (Rs. in Lakhs) | (Rs. in Lakhs)
Mukesh Uma Exports
Khemuka* Limited Union
5,000.00 5,000.00 5,000.00
Rakesh Khemka | Uma Exports | Bank 7 §
Limited
Mukesh Uma Exports
Khemuka* Limited
ICICI 3,320.00 2,000.00 2,000.00
Rakesh Khemka | Uma Exports 7 & :
Limited
Rakesh Khemka | Uma Udyog
(Firm)
Mukesh Uma Udyog
Khemuka* (Firm) Union
2,000.00 2,000.00 2,000.00
Sumitra Devi | Uma Udyog | Bank : = "
Khemuka (Firm)
Madan Mohan | Uma Udyog
Khemuka* (Firm)
e. Corporate Guarantee: Our Company has provided corporate guarantee to our associate concern Uma Udyog
for three loans availed by them from Union Bank amounting to % 2,000 Lakhs.
f. Repayment: Working capital loans availed by our Company are typically repayable on demand
g. Restrictive Covenants under the Secured Loans:

As per the terms of our facility agreements, certain corporate actions for which our Company require prior
consent of the banks, include:

sell or otherwise part with the possession/ownership of the commodities.

The Borrower shall not have any right to assign its obligations under this Agreement, however the Bank
has the right to transfer, assign, securitize or sell in any manner, in whole in part, the outstanding and dues
to any third party without reference or intimation to the Borrower and any such transfer/assignment/
sale/securitization shall conclusively bind the Borrower and all other persons.

not to create any mortgage, hypothecation, pledge or any other charge or encumbrance on any of its
properties in favour of any person whosoever.

shall not compound or release any of the book debts nor do anything whereby the recovery of the same
may be impeded, delayed or prevented.

270
e Demand cure of the default

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

e The Bank also reserves the absolute right to recall the advance incase of:
i. Limits not being utilized by borrower, multiutilised or,
ii. Deterioration in the loan accounts in any manner whatsoever, and/or
iii. Continuous excess in the cash credit/other working capitals.
iv. Unsatisfactory operations on the accounts.

UNSECURED BORROWINGS

Our Company has availed the following unsecured loans as under:

(Amount in Lakhs)

 

 

 

 

 

 

 

 

Name of Lenders Outstanding = Outstanding Purpose / Brief terms &
amount ason amountason Utilisation conditions
September 30, March 31,
2021 2021
M.M. Khemuka as Karta of 25.76 7.76 Working Repayable on demand
M.M. Khemuka & Sons (HUF) capital Rate of Interest
12%
Raj Kumar Agarwal (Loan) 0.91 0.91 Working Repayable on demand
capital Rate of Interest - 12%
Rakesh Khemka (Loan) 235.40 297.45 Working Repayable on demand
capital Rate of Interest - 12%
Rakesh Kumar Khemka as Karta 26.87 44.02 Working Repayable on demand
of Rakesh Kumar Khemka capital Rate of Interest - 12%
(HUF) Loan
Sumitra Devi Khemuka 2.13 2.13 Working Repayable on demand
capital Rate of Interest - 12%
Sweta Khemka 259.50 - Working Repayable on demand
capital Rate of Interest - 12%
Total 550.57 352.27

 

Our Subsidiary has not availed any unsecured loans as on date of this Prospectus.

272
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

e — shall not create any charge, lien or encumbrance affecting them or any part thereof or do anything which
would prejudicially affect this security and the Borrower shall not part with the Hypothecated Property
and Book Debts save and except by way of sale in the ordinary course of the Borrower's business and as
hereinafter provided, nor shall any sale be made after prohibition in writing by the Bank against selling
and as regard the Hypothecated Property, the same shall not be sold or alienated unless specifically
permitted by the Bank.

e all the Hypothecated Property and Book Debts and all sales and realizations and Insurance proceeds thereof
from all or any of them shall be held by the Borrower in trust for and on account of the Bank as the Bank's
exclusive property especially appropriated to this security and the Borrower shall not create any charge,
lien or encumbrance affecting them or any part thereof or do anything which would prejudicially affect
this security and the Borrower shall not part with the Hypothecated Property and Book Debts save and
except by way of sale in the ordinary course of the Borrower's business and as provided, nor shall any sale
be made after prohibition in writing by the Bank against selling and as regard the Hypothecated Property,
the same shall not be sold or alienated unless specifically permitted by the Bank.

e shall not during the continuance of this Agreement hypothecate or otherwise charge or encumber any of
the hypothecated goods over which the lien of the Bank shall extend or be expressed or intended to extend
to other nor to do or permit any act whereby the security hereinbefore expressed to be given to the Bank
shall be in any way prejudicially affected and that the Borrower shall not open any other Bank Account or
avail credit facility form any Bank/Institution without the express written consent of the Bank.

¢ LCs shall not be established in favour of associate/group concerns.

¢ intra group transfers not to be allowed unless and until it is a genuine trade transaction in which the
borrower deals.

h. Events of Default:

Borrowing arrangements entered into our Company contain standard events of default, including, among
others:

e breach of any terms and condition

e Payment of default

makes assignment for the benefit of creditors or the Commodities are attached or any regulatory restraint
is levied thereon by the appropriate government or other authorities as the case may be, or a receiver is
appointed thereof or ‘Insolvency proceedings are instituted against the Borrower.

e the borrower ceasing or threatening to cease to carry on its business.

e delay in achieving

i. Consequences of Default:

e Bank may enforce its security and exercise any other right remedy which may be available to it under the
applicable laws. Bank is at liberty to enforce the pledged Commodities and sell the same at prevailing
market price without any reference to the minimum support price.

e To enter into and upon the premises of the Borrower and/or any other person who then has possession of
the Assets, (ii) to seize, recover, collect, withdraw, receive the Assets and/or any income, profits and
benefits thereof without interruption or hindrance by the Borrower and/or by any persons (iii) remove,
and/or sell by public auction or by private contract, dispatch or consign for realization or otherwise dispose
of or deal with all or any part of the Assets and enforce, realise, settle, compromise and deal with any rights
or claims relating thereto without being bound to exercise any of these powers or be liable for any losses
in the exercise or non exercise thereof, (iv) to be forced and discharged and well and sufficiently saved and
kept harmless and indemnified of, from and against all former and other estates, titles, claims, demands,
charges and encumbrances whatsoever, or to direct the Borrower and/or other concerned person to sell,
assign or otherwise liquidate, any or all of the Assets, (v) to claim the proceeds of any such sale or
liquidation (vi) to retain all amounts and/or other proceeds received or receivable by the Bank in respect
of the Assets and sue them in whole or part, towards repayment / payment of all amounts in respect of the
Secured Facilities, (viii) To direct the Borrower and/or other concerned person in writing to deliver the
Assets to the Bank on a date and time indicated by Bank

e Impose penalty

e Exercise powers to recall the advance and take recovery action including action under the SARFAESI Act
2002.

e — Suspend or terminate all undrawn commitments and enforce the Security.

271
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

SECTION VI- LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated in this section, there are no:(i) criminal proceedings; (ii) actions by statutory or regulatory
authorities; (iii) claims relating to direct and indirect taxes; (iv) disciplinary actions including penalties imposed
by SEBI or Stock Exchanges against the Promoters in the last five financial years, including any outstanding
action; or (v) Material Litigation (as defined below); involving our Company, Directors, Promoters and
Subsidiaries.

Our Board, in its meeting held on July 7, 2021, determined that outstanding legal proceedings involving the
Company, its Directors, Promoters and Subsidiaries: (a) where the aggregate amount involved, in such individual
litigation exceeds 10% of the total revenue of our Company, as per last fiscal Restated Financial Consolidated
Statements; or (b) where the decision in one litigation is likely to affect the decision in similar litigations, even
though the amount involved in such single litigation individually may not exceed 10% of the total revenue of the
Company as per the last fiscal Restated Financial Consolidated Statements, if similar litigations put together
collectively exceed 10% of the total revenue of the Company, on a consolidated basis, or (c) litigations whose
outcome could have a material impact on the business, operations, prospects or reputation of our Company, were
considered as material litigation (“Material Litigation”).

Our Board of Directors consider dues owed by our Company to the small scale undertakings and other creditors
exceeding 10% of the trade payables for the last fiscal Restated Financial Consolidated Statements i.e. €4,880.88,
as material dues for the Company. This materiality threshold has been approved by our Board of Directors
pursuant to the resolution passed on July 7, 2021. Further, for outstanding dues to any party which is a micro,
small or a medium enterprise (“MSME”), the disclosure was based on information available with our Company
regarding status of the creditor as defined under Section 2 of the Micro, Small and Medium Enterprises
Development Act, 2006, as amended, as had been relied upon by the Statutory Auditors.

Except as stated in this section, there was no outstanding litigation involving our Subsidiary, which had a material
impact on our Company. All terms defined in a particular litigation are for that particular litigation only.

1. LITIGATION INVOLVING OUR COMPANY
i. Litigation against our Company
1. Criminal Proceedings:
Nil
2. Actions taken by Statutory/Regulatory Authorities
Nil
3. Tax Proceedings

a. Under Section 148 of Income Tax Act, 1961, the Company has received a notice dated 28/06/2021, from
Office of Assistant Commissioner of Income Tax having reason to believe that income chargeable to tax
for the AY 2015-16, has escaped Assessment within the meaning of section 147 of the Income Tax Act,
1961. The notice does not specify any amount of income having escape assessment. The Company has
filed a writ petition before the Hon’ble Calcutta High Court against the said notice.

b. Under Section 148 of Income Tax Act, 1961, the Company has received a notice dated 29/06/2021, from
Office of Assistant Commissioner of Income Tax having reason to believe that income chargeable to tax
for the AY 2013-14, has escaped Assessment within the meaning of section 147 of the Income Tax Act,
1961. The notice does not specify any amount of income having escape assessment. The Company has
filed a writ petition before the Hon’ble Calcutta High Court against the said notice.

4. Regulatory Notices issued to our Company.

a) Show Cause Notice dated April 17, 2014 (“SCN”) bearing reference no. ROC/SCN/S INV/629A/60 issued by

273
b)

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Registrar of Companies (West Bengal).

Our Company received a SCN from the RoC, West Bengal at Kolkata, under Rule 3 of Investor Education and
Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with the
companies) Rules, 2012. The notice had been issued to our Company for not uploading the information
regarding unclaimed amounts as referred in sub-section (2) of Section 205C of the Companies Act, 1956 on
the Company’s/MCA’s website and for failing to file Form 5 INV separately for each year. Our Company
filed its reply to the SCN on May 17, 2014 stating that it does not have any unclaimed amounts as of March
31, 2013 and therefore the Company was not required to credit such amount to the Investor Education and
Protection Fund and file Form 5 INV thereafter.

Show Cause Notice dated June 19, 2015 (“SCN”) bearing reference no. ROC/SCN/149/WD/043934/323
issued by Registrar of Companies (West Bengal).

Our Company received a SCN from the RoC, West Bengal at Kolkata under Section 149 of Companies Act,
2013 read with Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014. The said
notice had been issued in respect of the Company failing to appoint of at least one ‘Women Director’ on the
Board. Our Company filed its reply to the said notice on July 8, 2021 stating that it had appointed Ms. Sibani
Dutta as a ‘Women Director’ on the Board of the Company w.e.f. September 15, 2015.

Disciplinary action taken by SEBI or Stock Exchanges
Nil

Other Material Litigations

Nil

Litigation by our Company

Criminal Proceedings

Nil

Civil and other Material Litigations

Nil

Tax Proceedings

Our Company in the year 2018 had filed a refund claim application (“Application”) bearing number F/S107-
1609/2018/ARS under Section 27 of the Customs Act, 1962 before the Office of the Commissioner of
Customs, Appraising Refund Section Kolkata (Port), seeking refund of an amount of % 499.71 lakhs (‘Disputed
Duty Amount’). The Disputed Duty Amount was paid as excess Basic Customs Duty (BCD) by our Company
for the import of ‘Whole Green/Yellow Peas’ pursuant to customs notification No.84/2017-Cus dated
November 8, 2017. The Assistant/Deputy Commissioner of Customs, Appraising Section Kolkata (Port) had
dismissed the Application and rejected our Company’s refund claim of the Disputed Duty Amount by passing
an order dated December 14, 2018 bearing reference number KOL/CUS/DC/3403/ARS/2018 (“Original
Order”). Being aggrieved by the Original Order, our Company filed an appeal before Commissioner of
Customs (Appeals). Subsequently, the Commissioner of Customs (Appeals) passed order dated January 1,
2019 bearing reference number KOL/CUS(PORT)/AA/48/2019 (“Order in Appeal”). The Order in Appeal
had dismissed the Original Order and concluded that our Company is entitled to the refund of the Disputed
Duty Amount. Aggrieved by the dismissal of the Original Order, the Commissioner of Customs (Port), Kolkata
has filed an appeal petition challenging the Order in Appeal before the Hon’ble CESTAT (Customs Excise &
Service Tax Appellate Tribunal). The said appeal of the Commissioner of Customs (Port), Kolkata is presently
pending before Hon’ble CESTAT.

274
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

2. LITIGATION INVOLVING OUR PROMOTERS

Cases filed against our Promoters

de

Criminal Proceedings

Nil

Actions taken by Statutory/Regulatory Authorities
Nil

Tax Proceedings

As per Order u/s 143(3) of Income Tax Act,1961 dated 22/12/2016 for the AY 2014-15 a sum of Rs.83.62
lakhs were disallowed under the head Long Term Capital Gain. A demand amounting to Rs.34.83 lakhs (Tax
+ Interest) was raised by the Income Tax Department. After receiving the Order, an appeal was filed by Rakesh
Khemka before Commissioner of Income Tax (Appeals), Kolkata. Further, an Order dated 08-03-2019, was
passed in the appeal filed by Rakesh Khemka allowing the appeal partly. An appeal was filed by the
Department to Income Tax Appellate Tribunal which was declared dismissed and not maintainable vide order
dated 20-03-2020. However, the Department has filed an application with the Hon’ble Calcutta High Court
seeking condonation of delay for filing appeal against the order of Income Tax Appellate Tribunal and the
same has been allowed by the Hon’ble Calcutta High Court. The main appeal to be heard and decided by the
Hon’ble Calcutta High Court.

Other Material Litigations

Nil

Cases filed by our Promoters

4

Be

Criminal Proceedings
Nil
Other Material Litigations

Nil

Disciplinary action against our Promoters by SEBI or any stock exchange in the last five Fiscals

As on date of this Prospectus, no disciplinary action including penalty imposed by SEBI or stock exchanges has
been initiated against our Promoters in the last five Fiscals including any outstanding action.

3. LITIGATION INVOLVING OUR DIRECTORS

Cases filed against our Directors

4

Be

3.

Criminal Proceedings

Nil

Actions taken by Statutory/Regulatory Authorities

Nil

Disciplinary action taken by SEBI or stock exchanges

Nil

275
4. Tax Proceedings
Nil
5. Other Material Litigations
Nil
Cases filed by our Directors
1. Criminal Proceedings
Nil
2. Other Material Litigations

Nil

4. LITIGATION INVOLVING OUR SUBSIDIARY
Cases filed against our Subsidiary
1. Criminal Proceedings
Nil
2. Actions taken by Statutory/Regulatory Authorities
Nil
3. Disciplinary action taken by SEBI or stock exchanges
Nil
4. Tax Proceedings
Nil
5. Other Material Litigations
Nil
Cases filed by our Subsidiary
1. Criminal Proceedings
Nil
2. Other Material Litigations

Nil

5. LITIGATION INVOLVING OUR GROUP COMPANIES

Tax Proceedings

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Under Section 148 of Income Tax Act, 1961, Agrocomm Trading Company Private Limited has received a notice
dated 23/04/2021, from Office of Assistant Commissioner of Income Tax having reason to believe that income

276
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

chargeable to tax for the AY 2015-16, has escaped assessment within the meaning of section 147 of the Income
Tax Act, 1961. The notice does not specify any amount of income having escape assessment. The Company has
filed a writ petition before the Hon’ble Calcutta High Court against the said notice.

Except as stated above, as on the date of this Prospectus, there is no pending litigation involving our Group
Companies which will have a material impact on our Company

6. OUTSTANDING DUES TO SMALL SCALE UNDERTAKINGS OR ANY OTHER CREDITORS

In terms of the Materiality Resolution dated July 7, 2021, our Company has 2 (Two) material creditor, as on date
of this Prospectus.

As on September 30, 2021 and March 31, 2021, our Company has no amount payable or outstanding towards
small-scale undertakings. Details of amounts outstanding to material and other creditors is as follows:

 

 

 

 

 

 

(®in lakhs)
Particulars No. of Amount No. of Amount
Creditors Creditors
September 30, 2021 March 31, 2021
Outstanding dues to material creditors 2 8,684.35 2 2,537.87
Outstanding dues to small scale undertakings NIL NIL NIL NIL
Outstanding dues to other creditors 24 4,556.31 14 506.57
Total outstanding dues 26 13,240.66 16 3,044.44

 

Complete details of outstanding dues to our creditors as on September 30, 2021 and March 31, 2021 is available
at the website of our Company at http://www.umaexports.net/material-creditors.html. Information provided on
the website of our Company is not a part of this Prospectus and should not be deemed to be incorporated by
reference. Anyone placing reliance on any other source of information, including our Company’s website,
WwWww.umaexports.net, would be doing so at their own risk. For further details, refer to the section titled “Financial
Information” on page 184 of this Prospectus.

7. MATERIAL DEVELOPMENT SINCE MARCH 31, 2021.

There have not arisen, since the date of the last financial statements disclosed in this Prospectus, any circumstances
which materially and adversely affect or are likely to affect our profitability taken as a whole or the value of our
consolidated assets or our ability to pay our liabilities within the next 12 months. For further details, please refer
to the chapter titled “Management's Discussion and Analysis of Financial Position and Results of Operations” on
page 251 of this Prospectus.

8. DISCLOSURES PERTAINING TO WILFUL DEFAULTERS

Neither our Company, nor our Promoters, and Directors have been categorized or identified as wilful defaulters
by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters
issued by the Reserve Bank of India. There are no violations of securities laws committed by them in the past or
are currently pending against any of them.

277
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

GOVERNMENT AND OTHER STATUTORY APPROVALS

We are required to obtain consents, licenses, registrations, permissions and approvals for carrying out our
present business activities. Our Company has obtained the necessary material consents, licenses, permissions and
approvals from the Government and various Government agencies required for our present business and carrying
on our business activities. For details in connection with the regulatory and legal framework within which we
operate, please refer the chapter ‘‘Key Industrial Regulations and Policies” on page 142 of this Prospectus. The
main objects clause of the Memorandum of Association and objects incidental to the main objects enable our
Company to carry out its activities.

 

The following statements set out the details of licenses, permissions and approvals taken by our Company under
various central and state laws for carrying out the business:

I. Approvals from the Stock Exchanges

a) Our Company has received an in-principle approval from the NSE dated November 12, 2021, for listing
of Equity Shares issued pursuant to the Issue.

b) Our Company has received an in-principle approval from the BSE dated November 3, 2021, for listing of
Equity Shares issued pursuant to the Issue.

c) Our Company’s ISIN is INEOGIU01018.
II. General Approvals

a) Certificate of Incorporation dated March 9, 1988 under the Companies Act, 1956 issued by Registrar of
Companies, West Bengal.

b) Certificate of Incorporation dated March 25, 2010 under the Companies Act, 1956 issued by Registrar of
Companies, West Bengal, consequent upon change of name of our Company to “Uma Exports Limited”.

c) ESI registration code bearing number 41000887430001099 for Uma Exports Limited issued by the
Employees’ State Insurance Corporation under the Employees’ State Insurance Act, 1948.

d) Certificate of Importer-Exporter Code dated June 22, 1992 bearing IEC number 0290005175 issued by
Foreign Trade Development Officer, Ministry of Commerce and Industry.

e) Certificate of Importer-Exporter Code dated August 27, 2012 bearing IEC number 0290005175 issued by
Foreign Trade Development Officer, Ministry of Commerce and Industry, consequent upon change of
name of our Company to “Uma Exports Limited”.

f) Registration cum Membership Certificate dated August 2, 2021 bearing RCMC No. 7799 issued by the
Agricultural and Processed Food Products Export Development Authority valid till August 1, 2026.

g) Certificates of Enlistment dated August 9, 2021 bearing registration numbers 029111046836 and
029101046834 issued by License Department, Kolkata Municipal Corporation valid till December 31,
2022.

h) Letter dated October 8, 2020 bearing reference no. NACOF/BUS/REG/2020 sent by the National
Federation of Farmers Procurement, Processing & Retailing Cooperatives of India Limited registering the
Company as an approved supplier of NACOF on Pan India basis valid till March 31, 2022.

i) CRISIL rating letter bearing reference number RL/UMAE/267269/BLR/0621/10994 dated June 8, 2021,
whereby the credit rating of our Company has been reaffirmed as ‘CRISIL BBB/Stable’, having a validity
upto March 31, 2022.

j) Registration cum Membership Certificate dated May 6, 2021 bearing RCMC No. ER/22/2018-2019 issued
by the Federation of India Export Organisations valid till March 31, 2022.

278
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

k)_ Registration with Employees’ Providend Fund Organisation bearing code number WBPRB2465632000
for Uma Exports Limited issued by the Employees’ Providend Fund, Ministry of Labour and Employment.

Tax Related Approvals

a) Our Company’s Permanent Account Number dated March 3, 1988 issued by the Income Tax Department
is AAACU3024H.

b) Our Company’s Tax Deduction and Collection Number dated March 9, 1988 issued by the Income Tax
Department is CALU00921E.

c) Registration certificate of Goods and Services Tax (West Bengal) bearing registration number
19AAACU3024H1ZJ dated September 20, 2017 issued by the Government of India.

d) Profession Tax Payer Registration Certificate (West Bengal) bearing registration number 191004219506
dated July 9, 2015 issued by the Directorate of Commercial Taxes, Government of West Bengal issued
under the West Bengal State Tax on Professions, Trades, Callings and Employment Rules, 1987.

e) Certificate of Registration bearing registration number 19433689071 issued under the West Bengal State
Value Added Tax Act, 2003

III.Business Related Approvals

As mentioned hereinabove, we require various approvals, licenses, registrations and permits to carry on our
operations in India. Some of these may expire in the ordinary course of business and applications for renewal
of such approvals are submitted in accordance with applicable procedures and requirements. An indicative list
of the material approvals required by our Company for conducting our operations is provided below.

4. The following is the list of the business related approvals which have been availed for our manufacturing unit
situated at Premises No. 43A, The Calcutta Mumbai Truck Terminal, Jala, Dhulagori, Howrah — 711 302,
West Bengal;

 

 

 

Sr. Type of License/Approval Issuing Reference / Validfrom/ Valid up
No. Authority Registration / License Date of to
No. Renewal
1 Trade Registration Certificate Dhulagori Gram 667 April 1, 2021 — March 31,
Panchayat 2022

2. License granted under the State Licensing 12820008000066 February 10, February
provisions of the Food Safety Authority _ under 2020 9, 2022
and Standard Act, 2006 FSSA, 2006

 

IV. Intellectual Property Related Approvals
a) Trademarks

Our Company owns the following trademark:

 

Sr. No. Description Class Registration Number Valid up to
1. UNIWORLD 30, 3449195 January 3, 2027

V. Material approvals of our Subsidiary

Our wholly owned subsidiary in UAE, U.E.L International FZE has been issued a commercial license from
the Government of Ras Al Khaimah and is valid till June 25, 2022.

VI. Licenses/ Approvals for which applications have been made by our Company and Subsidiary and are
pending:

Neither our Company nor the Subsidiary has made any applications for licenses/ approvals which are pending.

279
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

vu. Licenses / approvals which have expired and for which renewal applications have not been made by
our Company and Subsidiary.

Neither our Company nor the Subsidiary has any license/ approval which has expired and renewal for which
is pending

VHI. Licenses / Approvals which are required but not yet applied for by our Company and Subsidiary:

Neither our Company nor the Subsidiary require any license/ approval which have not yet been applied for.

The remainder of this page has been intentionally left blank

280
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue

= The Board, pursuant to its resolution dated July 7, 2021, authorised the Issue subject to approval of the
shareholders of our Company under Section 62(1) (c) of the Companies Act, 2013.

= The Shareholders of our Company have, by a special resolution passed at an EGM held on July 7, 2021,
approved and authorized the Issue.

= The Board and IPO Committee have approved the Draft Red Herring Prospectus pursuant to its resolution
dated September 25, 2021.

= Resolution of the Board of Directors of our Company dated March 15, 2022 approving the Red Herring
Prospectus.

= Resolution of the Board of Directors of our Company dated March 31, 2022 approving this Prospectus.
= SEBI observation letter bearing reference no. SEBI/ERO/OW/2022/5128/1 dated February 07, 2022.
= In-principle approval for the listing of our Equity Shares from NSE dated November 12, 2021.

= — In-principle approval for the listing of our Equity Shares from BSE dated November 03, 2021.

  

Prohibition by SEBI or other Governmental Authorities

Our Company, Promoters, Directors, the members of our Promoter Group and persons in control of our Company
have not been prohibited from accessing the capital market or debarred from buying or selling or dealing in
securities under any order or direction passed by SEBI or any securities market regulator in any jurisdiction or
any authority/court as on date of this Prospectus.

Directors associated with the Securities Market

None of our Directors are associated with the securities market in any manner. Further, there is no outstanding
action initiated against them by SEBI in the five years preceding the date of filing of this Prospectus.

Our Promoters or our Directors have not been declared as fugitive economic offender under Section 12 of Fugitive
Economic Offenders Act, 2018.

 

Neither our Company, nor our Promoters, and Directors have been categorized or identified as wilful defaulters
by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters
issued by the Reserve Bank of India. There are no violations of securities laws committed by them in the past or
are currently pending against any of them.

Compliance with Companies (Significant Beneficial Ownership) Rules, 2018

Our Company, our Promoters and the members of our Promoter Group are in compliance with the Companies
(Significant Beneficial Ownership) Rules, 2018 to the extent it may be applicable.

Eligibility for the Issue

Our Company is eligible for the Issue in accordance with the Regulation 6(1) of the SEBI ICDR Regulations as
explained under the eligibility criteria calculated in accordance with the Restated Financial Information, prepared
in accordance with the Companies Act and restated in accordance with the SEBI ICDR Regulations:

© Our Company has net tangible assets of at least = 300 lakhs in each of the preceding three full years (of 12

months each), of which not more than 50% are held in monetary assets;

281
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

¢ Our Company has an average operating profit of at least = 1,500 lakhs, during the preceding three years (of
12 months each), with operating profit in each of these preceding three years;

© Our Company has a net worth of at least = 100 lakhs in each of the three preceding full years (of 12 months
each); and

e The name of our Company has not been changed within the last one year.

Our Company’s net tangible assets, monetary assets, monetary assets as a percentage of the net tangible assets,
operating profit and net worth derived from the Restated Consolidated Financial Information included in this
Prospectus as at and for the last three years ended March 31, 2021, 2020 and 2019 are set forth below:

@ in Lakhs, unless otherwise stated)

 

 

 

 

 

 

 

 

 

Particulars Fiscal 2021 [Fiscal 2020 [Fiscal 2019
Net tangible assets 6,947.19 5,747.61 4,841.65
Monetary assets” 1,745.78 1,284.45, 1,437.49
Monetary assets, as restated as a % of net tangible assets 25.13% 22.35% 29.69%
Pre-tax Operating profit/ (loss) 9 1,966.52 1,822.53 770.15
Net worth® 6,953.88 5,754.57 4,849.30

 

1) Net Tangible Assets has been defined as the sum of all the net assets of the company, excluding intangible assets as
defined in Ind AS 38, as applicable, issued by the institute of Chartered Accountants of India, in accordance with
regulation 2(1)(gg) of SEBI ICDR Regulations.

2) Monetary Assets comprises the sum of current and non-current cash and bank balance.

3) Operating Profits has been calculated as profit before tax excluding non-operating other income, finance cost and
exceptional items.; The average restated operating profit of the Company for the preceding three fiscals i.e. 2021, 2020
& 2019 is @ 1519.73 lakhs

4) For the purposes of the above, “net worth” means the aggregate value of the paid-up share capital and all reserves
created out of the profits and securities premium account and debit or credit balance of profit and loss account, after
deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not
written off, but does not include reserves created out of revaluation of assets, write-back of depreciation and
amalgamation.

Our Company has operating profits in each of Fiscal 2021, 2020 & 2019 in terms of our Restated Consolidated
Financial Statements.

Our Company confirms that it is in compliance with conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations to the extent applicable and will ensure compliance with the conditions specified in Regulation 7(2)
of the SEBI ICDR Regulations, to the extent applicable. The fund requirements set out for the Objects of the Issue
are proposed to be met entirely from the Net Proceeds.

Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the
number of prospective Allottees to whom the Equity Shares will be allotted will be not less than 1,000 failing
which, the entire application monies shall be refunded forthwith.

If our Company does not Allot Equity Shares pursuant to the Offer within six Working Days from the Bid/Issue
Closing Date or within such timeline as prescribed by the SEBI, it shall repay without interest all monies received
from bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the
delay period.

Further, our Company confirms that it is not ineligible to make the Issue under Regulation 5 of the SEBI ICDR
Regulations to the extent applicable. Our Company is in compliance with the conditions specified in Regulation
5 of the SEBI ICDR Regulations, as follows:

a) Neither our Company, nor our Promoters, nor members of our Promoter Group, nor any of our Directors are
debarred from accessing the capital markets by the SEBI.

b) None of our Promoters nor our Directors are promoters or directors of companies which are debarred from
accessing the capital markets by the SEBI.

282
9
qd)

®)

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Neither our Company nor the Promoters or any of our Directors is a Wilful Defaulter.
None of our Promoters or Directors is a Fugitive Economic Offender.
There are no outstanding warrants, options or rights to convert debentures, loans or other instruments

convertible into, or which would entitle any person any option to receive Equity Shares, as on the date of this
Prospectus.

The remainder of this page has been intentionally left blank

283
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING
PROSPECTUS TO THE 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 THIS DRAFT RED HERRING PROSPECTUS. THE BRLM,
CORPORATE CAPITALVENTURES PRIVATE LIMITED HAS CERTIFIED THAT THE
DISCLOSURES MADE IN THIS DRAFT RED HERRING PROSPECTUS ARE GENERALLY
ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF
INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 (“SEBI
ICDR REGULATIONS”). THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN
INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THIS DRAFT RED HERRING PROSPECTUS, THE BRLM IS EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS
RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BRLM
CORPORATE CAPITALVENTURES PRIVATE LIMITED HAS FURNISHED TO SEBI A DUE
DILIGENCE CERTIFICATE DATED SEPTEMBER 25, 2021 INTHE FORMAT PRESCRIBED UNDER
SCHEDULE V(A) OF THE SEBI ICDR REGULATIONS.

THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE
THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY OR 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 BRLM, ANY IRREGULARITIES OR
LAPSES IN THIS DRAFT RED HERRING PROSPECTUS.

All legal requirements pertaining to the Issue was complied with by the respective parties at the time of filing of
the Red Herring Prospectus with the RoC in terms of Section 32 of the Companies Act, 2013, and will be complied
with at the time of filing of this Prospectus with the RoC in terms of Section 32 and 26 of the Companies Act,
2013.

Disclaimer from our Company, our Directors and the BRLM

Our Company, our Directors and the BRLM accept no responsibility for statements made otherwise than in the
Red Herring Prospectus and in this Prospectus or in the advertisements or any other material issued by or at our
Company’s instance and anyone placing reliance on any other source of information, including our Company’s
website www.umaexports.net or the respective websites of our Promoter Group or an affiliate of our Company
would be doing so at his or her own risk.

The BRLM accepts no responsibility, save to the limited extent as provided in the Issue Agreement and the
Underwriting Agreement to be enter entered into between the Underwriter and our Company.

All information shall be made available by our Company and the BRLM to the public and investors at large and
no selective or additional information would be available for a section of the investors in any manner whatsoever,
including at road show presentations, in research or sales reports, at bidding centres or elsewhere.

Bidders will be required to confirm and will be deemed to have represented to our Company, Underwriter and
their respective directors, officers, agents, affiliates, and representatives that they are eligible under all applicable
laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not issue, sell, pledge, or
transfer the Equity Shares to any person who is not eligible under any applicable laws, rules, regulations,
guidelines and approvals to acquire the Equity Shares. Our Company, Underwriter and their respective directors,
officers, agents, affiliates, and representatives accept no responsibility or liability for advising any investor on
whether such investor is eligible to acquire the Equity Shares.
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

The BRLM and their associates and affiliates may engage in transactions with, and perform services for, our
Company, our Promoters, Promoter Group and their respective directors and officers, Subsidiary, affiliates or
associates or third parties in the ordinary course of business and have engaged, or may in the future engage, in
commercial banking and investment banking transactions with our Company, our Promoters, Promoter Group and
Subsidiary, affiliates or associates or third parties, for which they have received, and may in the future receive,
compensation. As used herein, the term ‘affiliate’ means any person or entity that controls or is controlled by or
is under common control with another person or entity.

Disclaimer in respect of Jurisdiction

The Issue was made in India to persons resident in India (including Indian nationals resident in India who are
competent to contract under the Indian Contract Act, 1872, HUFs, companies, corporate bodies and societies
registered under the applicable laws in India and authorised to invest in shares, Indian Mutual Funds registered
with SEBI, VCFs, FVCIs, Indian financial institutions, commercial banks, regional rural banks, co-operative
banks (subject to RBI permission), NBFCSIs or trusts under registered applicable trust law and who are authorised
under their constitution to hold and invest in shares, public financial institutions as specified in Section 2(72) of
the Companies Act, 2013, multilateral and bilateral development financial institutions, state industrial
development corporations, insurance companies registered with IRDAI, provident funds (subject to applicable
law) and pension funds, National Investment Fund, insurance funds set up and managed by army, navy or air force
of Union of India, insurance funds set up and managed by the Department of Posts, Gol and permitted non-
residents including FPIs and Eligible NRIs, AIFs and other eligible foreign investors, if any, provided that they
are eligible under all applicable laws and regulations to purchase the Equity Shares. Any dispute arising out of
this Issue will be subject to the jurisdiction of appropriate court(s) at Kolkata, West Bengal, India 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, except that the Draft Red Herring Prospectus has been filed with SEBI for its observations.
Accordingly, the Equity Shares represented thereby may not be offered or sold, directly or indirectly, and this
Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable
in such jurisdiction. Neither the delivery of this Prospectus nor any sale hereunder shall, under any circumstances,
create any implication that there has been no 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.

The Equity Shares have not been and will not be registered under the Securities Act or any state securities
laws in the United States, and unless so registered, may not be offered or sold within the United States
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act and applicable U.S. state securities laws.

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 Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Bidders are advised to ensure that any Bid from them does not exceed investment limits or maximum number of
Equity Shares that can be held by them under applicable law. Further, each Bidder where required must agree in
the Allotment Advice that such Bidder will not sell or transfer any Equity Shares or any economic interest therein,
including any off-shore derivative instruments, such as participatory notes, issued against the Equity Shares or
any similar security, other than pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act.

Disclaimer Clause of BSE

As required, a copy of this Draft Red Herring Prospectus has been submitted to BSE. The disclaimer clause as
intimated by BSE to our Company is as set forth below:

BSE Limited (“the Exchange”) has given vide its letter dated November 03, 2021 permission to this
Company to use the Exchange’s name in this offer document as one of the stock exchanges on which this
company’s securities are proposed to be listed. The Exchange has scrutinized this offer document for its
limited internal purpose of deciding on the matter of granting the aforesaid permission to this Company.
The Exchange does not in any manner:

285
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

a) warrant, certify or endorse the correctness or completeness of any of the contents of this offer document;
or

b) warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or

c) take any responsibility for the financial or other soundness of this Company, its promoters, its
management or any scheme or project of this Company; and it should not for any reason be deemed or
construed that this offer document has been cleared or approved by the Exchange. Every person who
desires to apply for or otherwise acquires any securities of this Company may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Exchange
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.

Disclaimer Clause of NSE

As required, a copy of this Draft Red Herring Prospectus has been submitted to NSE. The disclaimer clause as
intimated by NSE to our Company is as set forth below:

As required, a copy of this Offer Document has been submitted to National Stock Exchange of India
Limited (hereinafter referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/1257dated
November 12, 2021 permission to the Issuer to use the Exchange’s name in this Offer Document as one of
the Stock Exchanges on which this Issuer’s securities are proposed to be listed. The Exchange has
scrutinized this draft offer document for its limited internal purpose of deciding on the matter of granting
the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid permission given
by NSE should not in any way be deemed or construed that the offer document has been cleared or
approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness
of any of the contents of this offer document; nor does it warrant that this Issuer’s securities will be listed
or will continue to be listed on the Exchange; nor does it take any responsibility for the financial or other
soundness of this Issuer, its promoters, its management or any scheme or project of this Issuer.

Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant
to independent inquiry, investigation and analysis and shall not have any claim against the Exchange
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 any
other reason whatsoever

Listing

The Equity Shares issued through the Prospectus are proposed to be listed on BSE and NSE. Applications shall
be made to the Stock Exchanges for permission to deal in and for an official quotation of the Equity Shares of our
Company. BSE will be the Designated Stock Exchange with which the Basis of Allotment will be finalised.

If the permission to deal in and for an official quotation of the Equity Shares is not granted by any of the Stock
Exchanges, our Company shall forthwith repay, without interest, all moneys received from the applicants in
pursuance of the Prospectus. If such money is not repaid within the prescribed time, then our Company and every
officer in default shall be liable to repay the money, with interest, as prescribed under applicable law.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at all Stock Exchanges mentioned above are taken within six (06) Working Days of the
Bid/Issue Closing Date.

If our Company does not Allot Equity Shares pursuant to the Issue within six (06) Working Days from the
Bid/Issue Closing Date or within such timeline as prescribed by SEBI, it shall repay, without interest, all monies
received from Bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum
for the delayed period.

Impersonation

Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies

Act 2013, which is reproduced below:

286
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

“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 ina fictitious name, shall be liable for action under section 447.”

The liability prescribed under Section 447 of the Companies Act 2013 includes imprisonment for a term of not
less than six months extending up to 10 years (provided that where the fraud involves public interest, such term
shall not be less than three years) and fine of an amount not less than the amount involved in the fraud, extending
up to three times of such amount.

Consents

Consents in writing of: (a) our Directors, our Promoters, our Company Secretary and Compliance Officer, our
Chief Financial Officer, legal advisor, lenders to our Company, Bankers to our Company and (b) the BRLM, the
Syndicate Members, the Public Issue Bank(s), the Escrow Collection Bank(s), Refund Banker, Sponsor Banks
and the Registrar to the Issue to act in their respective capacities, have been obtained/will be obtained prior to
filing of the Prospectus with the RoC as required under the Companies Act, 2013 and such consents shall not be
withdrawn up to the time of delivery of the Prospectus for filing with RoC.

Our Company has received written consent dated March 15, 2022 from our Statutory Auditors, namely, M/s
Mamta Jain & Associates, Chartered Accountants, who holds a valid peer review certificate for inclusion of their
report, dated February 16, 2022 on the Restated Consolidated Financial Information in this Prospectus and to
include their name as required under Section 26(5) of the Companies Act, 2013 in this Prospectus and as an
‘expert’ as defined under Section 2(38) of the Companies Act, 2013 in relation to the Statement of Tax Benefits:
dated September 3, 2021 in the form and context in which it appears in this Prospectus. Such consent has not been
withdrawn up to the time of delivery of this Prospectus for filing with SEBI.

Experts

Our Company has received written consent dated March 15, 2022 from our Statutory Auditor, namely, M/s.
Mamta Jain & Associates, Chartered Accountants, who holds a valid peer review certificate, to include their name
as required under Section 26(5) of the Companies Act 2013 in this Prospectus and as an ‘expert’ as defined under
Section 2(38) of the Companies Act, 2013 in relation to its examination report, dated February 16, 2022 on the
Restated Consolidated Financial Information and the Statement of Tax Benefits dated September 3, 2021 and such
consent has not been withdrawn as of the date of this Prospectus.

The term ‘expert’ and consent thereof, does not represent an expert or consent within the meaning under the U.S.
Securities Act.

Particulars regards previous public or rights issues by our Company during the last five years

Our Company has not made any rights issues or any public issue during the five years immediately preceding the
date of this Prospectus.

Further, our Company has not made any public issues during the five years immediately preceding the date of this
Prospectus.

Commission and Brokerage paid on previous issues of the Equity Shares
Since this is an initial public offering of the Equity Shares of our 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 our Company’s inception.

287
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Capital issue during the previous three years by listed group companies, subsidiaries and associates of our
Company

As on the date of this Prospectus, our Subsidiary and group companies have not listed its equity shares on any
stock exchanges in India or overseas.

Performance vis-a-vis objects — Public/Rights Issue of our Company

Our Company has not made any rights issue or public issue during the five years immediately preceding the date
of this Prospectus.

Performance vis-a-vis objects — Last issue of listed Subsidiaries or Associates or Promoters
As on date of this Prospectus, our Company does not have any associate companies or group companies. Further,

our Company does not any listed Subsidiaries. Further, since our Promoters are individuals, Performance vi:
vis objects is not applicable.

 

Price information of past issues handled by BRLM

Disclosure of Price Information of Past Issues Handled By Corporate Capitalventures Private Limited are as under:

 

 

 

 

 

 

 

TABLE 1
Sr.] Issue Issue | Issu | Listin | Openin | +/- % Change in | +/- % Changein | +/- % Change in
Name Size | e g gPrice | Closing Price, | Closing Price, | Closing Price, (+/-
No. (Rs.in | Pric Date on Gl- Gi %Change in
e Listing Closing
Cr. | (Rs.) Date % Change in % Change Benchmark)
¥ (Rs.) Closing inClosing
Benchmark) Benchmark
ee ) 180 Calendar Days|
th
30 Calendar Days| from Listing
90 Calendar Days
from Listing
from Listing
1 | Shish 4.06 | 30.00] 05-09- | 32.00 -11.99% ~15.33% -17.15%
Industries
Limited 2017
“2.70% 20.71% 27.89
%
2 | Ratnabhumi | 23.31] 63.00| 14-12- | 63.45 - ~48.07% =
34.70 33.75
% %
Developers 2017 10.06 0.01% 0.19%
%
Limited
3 | Touchwood | 4.21 | 40.00] 21-12- |” 43.50 50.94 -24.06% 17.81
% %
Entertainmen 2017 6.31% -6.00% “2.33%
t

 

 

 

 

 

 

 

 

 

 

288
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue

(Please read section 32 of the Companies Act, 2013)

 

 

 

 

 

 

 

 

 

 

Limited
4 | SMVD Poly | 9.02 | 55.00] 26-12- 58.00 -20.43% 44.31% -57.09%
Pack
Limited 2017
3.21% -10.14% -5.63%
5 | Narmada 7.49 | 32.00] 19-04- 31.45 4.32% -13.12% -
24.38
%
Agrobase 2018 -0.57% -2.94% -
14.46
%
Limited
6 | Rudrabhishek} 18.73] 41.00] 13-07- 41.25 -1.68% -1.56% 14.15
%
Enterprises 2018
Limited -1.43% -13.32% -
10.66
%
7 | Rajnandini 4.27 26 08-10- 35.00 -24.81% -23.61% -21.50%
Metal
Limited 2018
3.71% 2.97% 5.003
%
8 | Nupur 34.2 60 | 23-12- 34,20 218.92% - -
Recyclers 2021
Limited
3.65% - -

 

 

 

 

 

 

 

 

 

 

 

289
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Summary Statement of Disclosure

 

 

TABLE 2
Financia] Tota] Total | Nos. of IPO trading | Nos. of IPO trading | Nos. of IPO trading | Nos. of IPO trading
TYear|I No.| Funds | _ atdiscount as on atpremium as on atdiscount as on atpremium as on
of | Raise | 30" calendarday | 30" calendarday | 180"calendarday | 180" calendar day
IPOs| d (Rs. from from from from
in
listing date listing date listing date listing date
Cr)
‘Ove | Betwee | Les | Ove] Betwee | Les | Ove | Betwee | Les | Ove] Betwee | Les
r n25- |s |r n25- |s |r n25- |s |r n25- | s
50 tha | 50 tha | 50 tha | 50 tha

% | 50% In |% | 50% In }% | 50% In |—% | 50% In

25% 25%| 25%| 25%

 

2021-22) 1 | 34.20 | Nil Nil Nil] 1 Nil Nil| NA] NA NA | NA NA |NA

 

 

 

 

2020-21] - - “ - » * 1” « * a m we * =:
2019-20] - - - e 3s = - =| - si - i = =
2018-19] 3 30.49 | Nil Nil 3 Nil Nil Nil} Nil Nil 3 Nil Nil Nil
2017-18 40.60] Nil 1 2 1 Nil Nil 1 1 1} Nil Nil 1

 

2016-17] N.A] N.A. | N.AJ NA. N.A! N.Al N.A. | N.Al N.Al N.A. | N.AJ N.AI N.A. | NLA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock Market Data of the Equity Shares

This was an initial public offering of the Equity Shares of our Company, the Equity Shares were not listed on any
stock exchange. Thus, there is no stock market data available for the Equity Shares of our Company.

New Financial Instruments

There are no new financial instruments such as deep discounted bonds, debentures, warrants, securities premium
notes, etc. issued by our Company.

Mechanism for Redressal of Investor Grievances

The agreement amongst the Registrar to the Issue and our Company provides for the retention of records with
Registrar to the Issue for a period of at least three years from the last date of dispatch of the letters of Allotment,
demat credit and refund orders to enable the investors to approach Registrar to the Issue for redressal of their
grievances.

All grievances may be addressed to the Registrar to the Issue with a copy to the relevant Designated Intermediary
with whom the ASBA Form was submitted. The Bidder should give full details such as name of the sole or first
Bidder, ASBA Form number, UPI ID (as applicable) Bidder DP ID, Client ID, PAN, date of the ASBA Form,
address of the Bidder, number of the Equity Shares applied for and the name and address of the Designated
Intermediary where the ASBA Form was submitted by the Bidder.

All grievances in relation to the Bidding process may be addressed to the Registrar to this Issue with a copy to the

relevant Designated Intermediary with whom the Bid cum Application Form was submitted. The Bidder should
give full details such as name of the Sole or First Bidder, Bid cum Application Form number, UPI ID (if

290
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

applicable), Bidder DP ID, Client ID, PAN, date of submission of the Bid cum Application Form, address of the
Bidder, number of the Equity Shares applied for and the name and address of the Designated Intermediary where
the Bid cum Application Form was submitted by the Bidder and ASBA Account number (for Bidders other than
RIBs bidding through the UPI Mechanism) in which the amount equivalent to the Bid Amount was blocked or
UPI ID in case of RIBs applying through the UPI Mechanism.

The Registrar to the Issue shall obtain the required information from the SCSBs for addressing any clarifications
or grievances of ASBA Bidders. Our Company, the BRLM and the Registrar to the Issue accept no responsibility
for errors, omissions, commission or any acts of SCSBs, Syndicate Members, RTA, CDPs including any defaults
in complying with its obligations under applicable SEBI ICDR Regulations.

In terms of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/22, dated February 15, 2018, any ASBA Bidder
whose Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to
seek redressal of the same by the concerned SCSB within three months of the date of listing of the Equity Shares.
SCSBs are required to resolve these complaints within 15 days, failing which the concerned SCSB would have to
pay interest at the rate of 15% per annum for any delay beyond this period of 15 days.

Our Company, the BRLM and the Registrar to the Issue accept no responsibility for errors, omissions, commission
of any acts of the Designated Intermediaries, including any defaults in complying with its obligations under the
SEBI ICDR Regulations.

Disposal of Investor Grievances by our Company

Our Company estimates that the average time required by our Company or Registrar to the Issue or SCSB in case
of ASBA Bidders, for the redressal of routine investor grievances shall be ten (10) Working Days from the date
of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are
involved, our Company 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 Company has constituted a Stakeholders’ Relationship Committee comprising, of three (03) Directors viz.
Priti Saraf, Vivek Parasramka and Rakesh Khemka. For details of the Stakeholders’ Relationship Committee, see
the section titled “Our Management” on page 157 of this Prospectus.

Our Company has also appointed Sriti Singh Roy, Company Secretary of our Company, as the Compliance Officer
for the Issue and he may be contacted in case of any pre-Issue or post-Issue related problems at the following
address:

Sriti Singh Roy

Company Secretary and Compliance Officer
Ganga Jamuna Appartment 28/1,

Shakespeare Sarani, 1st Floor,

West Bengal 700017, India

Registration Number: 043934

Telephone: +91 33 22811396 /7

E-mail: cs@umaexports.net.in

Investor grievance id: investors@umaexports.net.in
Website: www.umaexports.net

Our Company has not received investor complaints during the period of three years preceding the date of the
Prospectus, hence no investor complaint in relation to our Company is pending as on the date of filing of this
Prospectus. Our Company does not have any Group Companies, as on date of this Prospectus and our Subsidiary
is not listed on any stock exchange in India or abroad.
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

SECTION VII - ISSUE INFORMATION
TERMS OF THE ISSUE

The Equity Shares issued pursuant to the Issue are subject to the provisions of the Companies Act, the SEBI ICDR
Regulations, SCRA, SCRR, the Memorandum of Association and Articles of Association, the terms of the Red
Herring Prospectus and this Prospectus, the abridged prospectus, any corrigendum thereto, Bid cum Application
Form, the Revision Form, the CAN/Allotment Advice and other terms and conditions as may be incorporated in
the Allotment Advices and other documents/certificates that may be executed in respect of the Issue. The Equity
Shares shall also be subject to laws as applicable, guidelines, rules, notifications and regulations relating to the
issue of capital and listing and trading of securities issued from time to time by the 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 the SEBI, the RBI, the Government of India,
the Stock Exchanges, the RoC and/or any other authorities while granting its approval for the Issue.

The Issue

The Issue is a fresh issue of Equity Shares by our Company. The entire Issue related expenses shall be borne by
our Company only. For further information on the Issue-related expenses, see “Objects of the Issue” on page 95
of this Prospectus.

Ranking of the Equity Shares

The Equity Shares issued pursuant to this Issue are subject to the provisions of the Companies Act, the
Memorandum of Association and Articles of Association, the SEBI Listing Regulations and shall rank pari-passu
in all respects with the existing Equity Shares including in respect of the rights to receive dividend. The Allottees
upon Allotment of Equity Shares under the Issue will be entitled to dividend and other corporate benefits, if any,
declared by our Company after the date of Allotment. For further details, see the section titled “Description of
Equity Shares and Terms of Articles of Association” on page 324 of this 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 of Association and Articles of Association and provisions of the SEBI Listing
Regulations and any other guidelines issued by the Government in this regard. Dividends, if any declared by our
Company after the date of Allotment, will be payable to the Bidders who have been allotted Equity Shares in this
Issue, for the entire year, in accordance with the applicable laws. For further details in relation to dividends, see
the sections titled “Dividend Policy” and “Description of Equity Shares and Terms of Articles of Association” on
pages 183 and 324, respectively of this Prospectus.

Face Value, Offer Price & Price Band

The face value of each Equity Share is 710. At any given point of time there was only one denomination for the
Equity Shares. The Floor Price of the Equity Shares was % 65/- and the Cap Price of the Equity Shares is = 68/-.

The Price Band and the minimum Bid Lot was decided by our Company in consultation with the BRLM and was
advertised in all editions of English national newspaper Business Standard, all editions of Hindi national
newspaper Business Standard, and all editions of Bengali newspaper Arthik Lipi (Bengali being the regional
language of Kolkata where our Registered Office is located), each with wide circulation, two (2) Working Days
prior to the Bid/Issue Opening Date and was made available to the Stock Exchanges for the purpose of uploading
on their websites. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the
Cap Price, was pre-filled in the Bid cum Application Forms available on the websites of the Stock Exchanges.
The Issue Price was determined by our Company in consultation with the BRLM, after the Bid/Issue Closure, on
the basis of assessment of market demand for the Equity Shares offered by way of Book Building Process.

Compliance with Disclosure and Accounting Norms

Our Company shall comply with all disclosure and accounting norms as specified by the SEBI from time to time.

292
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Rights of the Equity Shareholders

Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our Shareholders
shall have the following rights:

e Right to receive dividends, if declared;
e — Right to attend general meetings and exercise voting rights, unless prohibited by law;

e — Right to vote on a poll either in person or by proxy or e-voting, in accordance with the provisions of the
Companies Act;

¢ — Right to receive offers for purchasing rights shares and be allotted bonus shares, if announced;
e — Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;

e — Right of free transferability, subject to applicable laws including any rules and regulations issued by RBI and/
or SEBI; and

e Such other rights, as may be available to a shareholder of a listed public company under the Companies Act,
the terms of the SEBI Listing Regulations and the Memorandum of Association and Articles of Association
of our Company and other applicable laws.

For a detailed description of the main provisions of the Articles of Association of our Company relating to voting

rights, dividend, forfeiture and lien, transfer, transmission and/or consolidation/ splitting, see the section titled

“Description of Equity Shares and Terms of Articles of Association” on page 324 of this Prospectus.

Allotment only in Dematerialised Form

Pursuant to Section 29 of the Companies Act, 2013, the Equity Shares shall be allotted only in dematerialised

form. As per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form.

In this context, two tripartite agreements have been signed among our Company, the respective Depositories and

the Registrar to the Issue:

e Tripartite Agreement dated September 04, 2021 between NSDL, our Company and the Registrar to the Issue;
and

e Tripartite Agreement dated July 3, 2021 between CDSL, our Company and the Registrar to the Issue.

«© Our Company’s shares bear ISIN no. INEOGIU01018.

Market Lot and Trading Lot

Since trading of the Equity Shares is in dematerialised form, the tradable lot is one (1) Equity Share. Allotment in
the Issue will be only in electronic form in multiples of one (1) Equity Share subject to a minimum Allotment of
220 Equity Shares. For the method of Basis of Allotment, see the section titled “Jsswe Procedure” on page 301
of this Prospectus.

Joint Holders

Subject to the provision of Article of Association, where two or more persons are registered as the holders of the
Equity Shares, they shall be entitled to hold the same as joint tenants with benefits of survivorship.

Nomination facility to Bidders
In accordance with Section 72 of the Companies Act, 2013 read with Companies (Share Capital and Debentures)

Rules, 2014, the sole Bidder, or the first Bidder along with other joint Bidders, may nominate any one person in
whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may

293
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

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 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 the prescribed manner, 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, transfer of Equity
Share(s) by the person nominating. A nomination may be cancelled or varied by nominating any other person in
place of the present nominee by the holder of the Equity Shares who has made the nomination by giving a notice
of such cancellation. 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 our Registered Office or to the
registrar and transfer agents of our Company.

Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act, 2013 shall
upon the production of such evidence as may be required by the Board, elect either:

a) to register himself or herself as the holder of the Equity Shares; or
b) 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 90 days, the
Board may thereafter withhold payment of all dividends, interests, bonuses or other moneys payable in respect of
the Equity Shares, until the requirements of the notice have been complied with.

Since the Allotment of Equity Shares in the Issue will be made only in dematerialized mode there is no need to
make a separate nomination with our Company. Nominations registered with respective depository participant of
the applicant would prevail. If the applicant wants to change the nomination, they are requested to inform their
respective depository participant.

Jurisdiction

Exclusive jurisdiction for the purpose of the Issue is with the competent courts/ authorities in Kolkata, West
Bengal.

The Equity Shares have not been and will not be registered under the Securities Act and may not be offered
or sold within the United States (as defined in Regulation S under 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 are only being offered and sold outside the United States in offshore
transactions in compliance with Regulation S under the Securities Act and the applicable laws of the
jurisdiction where those offers and sales occur.

Withdrawal of the Issue

Our Company, in consultation with the BRLM, reserves the right not to proceed with the Issue at any time after
the Bid/Issue Opening Date but before the Allotment. In such an event, our Company shall issue a public notice
in the newspapers in which the pre-Issue advertisements were published, within two (2) days of the Bid/Issue
Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding with the
Issue. The BRLM, through the Registrar to the Issue, shall notify the SCSBs to unblock the bank accounts of the
ASBA Bidders within one (1) Working Day from the date of receipt of such notification. Our Company shall also
forthwith inform the same to the Stock Exchanges on which the Equity Shares are proposed to be listed. If our
Company withdraws the Issue after the Bid/Issue Closing Date, we shall be required to file a fresh draft offer
document with the Board, in the event our Company subsequently decides to proceed with the Issue.

Notwithstanding the foregoing, the Issue is also subject to obtaining (i) the final listing and trading approvals of
the Stock Exchanges, which our Company shall apply for after Allotment, and (ii) the final RoC approval of the
Prospectus after it is filed with the RoC.

In the event of failure to make an application for listing by the Company within such period as may be specified
by the SEBI from time to time, or non-receipt of the listing permission by the issuer from the stock exchange(s)
or withdrawal of the Observation Letter issued by the SEBI, wherever applicable, the securities shall not be
eligible for listing and the Company shall be liable to refund the subscription monies, if any, to the respective

294
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

allottees immediately, along with penal interest for each day of delay at the rate of fifteen (15) per cent per annum
from the date of allotment.

Bid/ Issue Programme

 

BID/ISSUE OPENED ON MONDAY, MARCH 28, 2022
BID/ISSUE CLOSED ON WEDNESDAY, MARCH 30, 2022

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

 

 

 

 

 

 

Event Indicative Date
Bid/ Issue Closure Date Wednesday, March 30, 2022
Finalisation of Basis of Allotment with the Designated On or about Monday, April 4, 2022
Stock Exchange

Initiation of refunds unblocking of funds from ASBA On or about Tuesday, April 5, 2022
Account or UPI ID linked bank account*

Credit of Equity Shares to demat accounts of Allottees ‘On or about Tuesday, April 5, 2022
Commencement of trading of the Equity Shares on the On or about Thursday, April 7,2022

Stock Exchanges

“In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding
four Working Days from the Bid/Offer Closure Date, the Bidder shall be compensated in accordance with the applicable law by the
intermediary responsible for causing such delay in unblocking. The BRLM shall, in their sole discretion, identify and fix the liability on
such intermediary or entity responsible for such delay in unblocking. The Bidder shall be compensated in the manner specified in the SEBI
circular no, SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 and 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, which for the
avoidance of doubt, shall be deemed to be incorporated in the deemed agreement of the Company with the SCSBs, to the extent applicable.

The above timetable, other than the Bid/ Issue Closing Date, is indicative and does not constitute any
obligation on our Company or the BRLM.

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 Exchanges are taken within 6 (six)
Working Days of the Bid/Issue Closing Date, the timetable may be extended due to various factors, such as
extension of the Bid/Issue Period by our Company, revision of the Price Band or any delay in receiving the
final listing and trading approval from the Stock Exchanges. The commencement of trading of the Equity
Shares will be entirely at the discretion of the Stock Exchanges and in accordance with the applicable laws.

SEBI is in the process of streamlining and reducing the post issue timeline for IPOs. Any circulars or
notifications from SEBI after the date of the Draft Red Herring Prospectus may result in changes to the
above mentioned timelines. Further, the issue procedure is subject to change to any revised SEBI circulars
to this effect.

In terms of the UPI Circulars, in relation to the Issue, the BRLM will submit reports of compliance with T+6
listing timelines and activities, identifying non-adherence to timelines and processes and an analysis of entities
responsible for the delay and the reasons associated with it.

Submission of Bids(other than Bids from Anchor Investors):

 

Bid / Issue Period (except the Bid / Issue Closing Date)

 

 

 

Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. Indian Standard Time
Bid / Issue Closing Date
Submission and Revision in Bids Only between 10.00 a.m. and 3.00 p.m. Indian Standard Time

 

On the Bid/Issue Closing Date, the Bids shall be uploaded until:
i. 4.00 p.m. Indian Standard Time (“IST”) in case of Bids by QIBs and Non-Institutional Bidders, and

ii. until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail
Individual Bidders and Eligible Employees Bidding under the Employee Reservation Portion

295
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

On Bid/ Offer Closing Date, extension of time would have been granted by the Stock Exchanges only for
uploading Bids received by Retail Individual Bidders and Eligible Employees Bidding under the Employee
Reservation Portion, after taking into account the total number of Bids received and as reported by the BRLM to
the Stock Exchanges.

Due to limitation of time available for uploading the Bids on the Bid/ Offer Closing Date, Bidders were advised
to submit their Bids one day prior to the Bid/ Offer Closing Date, and in any case no later than 3:00 p.m. IST on
the Bid/ Offer Closing Date.

Any time mentioned in this Prospectus is IST. Bidders were cautioned that, in the event a large number of Bids
are received on the Bid/ Offer Closing Date, some Bids would not have been uploaded due to lack of sufficient
time. Such Bids that could not be uploaded would not have been considered for allocation under this Offer. Bids
will be accepted only during Working Days, during the Bid/ Offer Period. Bids were accepted only during Monday
to Friday (excluding any public holiday), during the Bid/Offer period. Bids and revisions were accepted on
Saturdays and public holidays. It is clarified that Bids not uploaded on the electronic bidding system or in respect
of which the full Bid Amount was not blocked by SCSBs or not blocked under the UPI Mechanism in the relevant
ASBA Account, as the case may be, were rejected.

In case of discrepancy in data entered in the electronic book vis-vis data contained in the Bid cum Application
Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges would be taken as
the final data for the purpose of Allotment.

Our Company in consultation with the Book Running Lead Manager, reserves the right to revise the Price Band
during the Issue Period, provided that, the Cap Price shall not be more than 120% of the Floor Price, and the Floor
Price shall not be less than the face value of the Equity Shares. The revision in the Price Band shall not exceed
20% on either side i.e. the Floor Price can move up or down to the extent of 20% of the Floor Price and Cap Price
will be revised accordingly. The Floor Price shall not be less than the face value of the Equity Shares.

In case of revision in the Price Band, or in case of force majeure, banking strike or similar circumstances,
which are to be recorded in writing, the Bid/Issue Period shall be extended by at least 3 (three) additional
Working Days after such an event, subject to the Bid/Issue Period not exceeding ten (10) Working Days.
Any revision in Price Band, and the revised Bid/Issue Period, if applicable, shall be widely disseminated by
notification to the Stock Exchanges, by issuing a press release and also by indicating the change on the
terminals of the Syndicate Members and by intimation to the Designated Intermediaries.

Period of operation of subscription list
See the sub-section titled “Terms of the Issue — Bid/ Issue Programme” on page 295 of this Prospectus.
Minimum Subscription

As prescribed, the minimum subscription in the Issue shall be 90% of the Issue. If our Company does not receive
(i) the minimum subscription of 90% of the Issue on the Bid/Issue Closing Date; and (ii) minimum subscription
in the Issue equivalent to the minimum number of securities as specified under Rule 19(2)(b) of the SCRR, or if
the subscription level falls below 90% after the closure of the Issue on account of withdrawal of applications, or
after technical rejections, or if the listing or trading permission is not obtained from the Stock Exchanges for the
Equity Shares to be listed on such Stock Exchanges, our Company shall forthwith refund the entire subscription
amount received.

In accordance with SEBI Circular dated March 31, 2021 bearing number SEBI/HO/CFD/DIL1/CIR/P/2021/47
and Regulation 45 of the SEBI ICDR Regulations, in the event of non-receipt of minimum subscription, our
Company shall refund the entire application money received pursuant to this Issue within a period of four (4) days
from the date of closure of the Issue. If there is a delay beyond four days after the issuer becomes liable to pay the
amount, our Company and every Director of our Company who are officers in default, shall pay interest at the
rate of 15% per annum.

Further, our Company shall ensure that the number of prospective Allottees to whom the Equity Shares will be
Allotted shall not be less than 1,000 in compliance with Regulation 49(1) of the SEBI ICDR Regulations.

296
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Arrangement for Disposal of Odd Lots

Since our Equity Shares will be traded in dematerialised form only and the market lot of our Equity Shares will
be one (1) Equity Share, no arrangements for disposal of odd lots are required.

Restrictions on Transfer and Transmission of Equity Shares

Except for lock-in of the pre-Issue Equity Share capital of our Company and Promoters’ minimum contribution
lock-in Equity Shares as detailed in “Capital Structure” beginning on page 80 of this Prospectus and except as
provided in the Articles of Association, there are no restrictions on transfer of Equity Shares. Further, there are
no restrictions on transmission of Equity Shares and on their consolidation/ splitting, except as provided in the
Articles of Association. For details, see “Description of Equity Shares and Terms of Articles of Association”
beginning on page 324 of this Prospectus.

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.”

The liability prescribed under Section 447 of the Companies Act, for fraud involving an amount of at least 21
million or 1% of the turnover of the Company, whichever is lower, includes imprisonment for a term which shall
not be less than six months extending up to 10 years and fine of an amount not less than the amount involved in
the fraud, extending up to three times such amount (provided that where the fraud involves public interest, such
term shall not be less than three years.) Further, where the fraud involves an amount less than 21 million or one
per cent of the turnover of the company, whichever is lower, and does not involve public interest, any person
guilty of such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine
which may extend to 25 million or with both.

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297
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

ISSUE STRUCTURE
Initial public offering of up to 88,23,320 Equity Shares for cash at a price of = 68/- per Equity Share (including a
share premium of 2 58/- per Equity Share) aggregating to = 5,999.85 lakhs. The Issue will constitute 26.10% of
the post-Issue paid-up Equity Share capital of our Company.

The face value of equity shares is 10 each.

The Issue was made through the Book Building Process.

 

 

Particulars QIBs Non-Institutional Retail Individual Bidders
Bidders

Number of Equity Not more than 1,76440* Equity Not less than Not less than  60,88,280*

Shares available Shares 25,58,600* Equity Equity Shares available for

for Allotment / Shares available for allocation or Issue less

allocation*®) allocation or Issue less allocation to QIB Bidders and

allocation to QIB  Non-Institutional Bidders
Bidders and Retail

 

Individual Bidders
Percentage of Not more than 2% of the Issue size. Not less than 29% of Not less than 69% of the Issue
Issue size available the Issue size or Issue _ size or Issue less allocation to
for Allotment/ However, up to 5% of the QIB Portion less allocation to QIB_ QIB_ Bidders and _ Retail
allocation was available for allocation Bidders and Non- Individual Bidders

proportionately to Mutual Funds only. _ Institutional Bidders
Mutual Funds participating in the
Mutual Fund Portion will also be
eligible for allocation in the remaining
balance QIB Portion. The unsubscribed
portion in the Mutual Fund reservation
will be available for allocation to other

 

 

 

 

QIBs.
Basis of Proportionate as follows: Proportionate The allotment to each Retail
Allotment/ Individual Bidder shall not be
allocation if (a) 8,822* Equity Shares were less than the minimum Bid Lot,
respective available for allocation on a subject to availability of Equity
category is proportionate basis to Mutual Shares in the Retail Portion and
oversubscribed* Funds only; and the remaining available Equity
Shares if any, shall be allotted
(b) 1,76,440* Equity Shares were on a proportionate basis. For
available for allocation on a details, see “Issue Procedure”
proportionate basis to all QIBs, on page 301 of this Prospectus.
including Mutual Funds receiving
allocation as per (a) above.
No Equity Shares be allocated to the
Anchor Investors.
Mode of Bidding Through ASBA process only.
Minimum Bid Such number of Equity Shares in Such number of Equity 220 Equity Shares and in
multiples of 220 Equity Shares that the Shares that the Bid multiples of 220 Equity Shares,
Bid Amount exceeds % 200,000. Amount exceeds 2 thereafter.
200,000 and in
multiples of 220 Equity
Shares, thereafter.
Maximum Bid Such number of Equity Shares in Such number of Equity Such number of Equity Shares

multiples of 220 Equity Shares not Shares in multiples of in multiples of 220 Equity
exceeding the size of the Issue, subject 220 Equity Shares not Shares so that the Bid Amount
to applicable limits. exceeding the size of does not exceed & 200,000.
the Issue, subject to
applicable limits

 

298
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

 

 

Particulars QIBs Non-Institutional Retail Individual Bidders
Bidders

Bid Lot 220 Equity Shares and in multiples of 220 Equity Shares, thereafter.

Allotment Lot ‘A minimum 220 Equity Shares and in multiples of one Equity Share, thereafter.

 

Mode of Allotment Compulsorily in dematerialized form

 

Trading Lot One (1) Equity Share

 

Who can apply” Public financial institutions as specified Resident Indian Resident Indian _ individuals,
in Section 2(72) of the Companies Act, individuals, Eligible Eligible NRIs and HUFs (in the
2013, scheduled commercial banks, NRIs, HUFs (in the name of Karta)
mutual funds, FPIs other than Category name of _ Karta),

III foreign portfolio investors, VCFs, companies, corporate
AIFs, FVCIs registered with SEBI, bodies, scientific
multilateral and bilateral development institutions _ societies
financial institutions, state industrial _ and trusts, Category III
development corporation, insurance — foreign portfolio
company registered with IRDAI, _ investors

provident fund (subject to applicable

law) with minimum corpus of % 2,500

lakhs, pension fund with minimum

corpus of % 2,500 lakhs, National

Investment Fund set up by the

Government of India, insurance funds

set up and managed by army, navy or

air force of the Union of India and

insurance funds set up and managed by

the Department of Posts, India and

systemically important non-banking

financial companies (as defined under

Regulation 2(1)(iii) of the SEBI ICDR

Regulations).

 

Terms of Payment Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder that is
specified in the ASBA Form at the time of submission of the ASBA Form and in case of UPI as an
alternate mechanism, Bid amount shall be blocked at the time of confirmation of mandate collection
request by applicant.

 

* Subject to finalisation of Basis of Allotment.

Subject to valid Bids being received at or above the Issue Price. This Issue was made in accordance with Rule 19(2)(b) of
the SCRR. The Issue was made through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR
Regulations, wherein not more than 2% of the Issue shall be available for allocation on a proportionate basis to Qualified
Institutional Buyers. Such number of Equity Shares representing 5% of the Net QIB Portion shall be available for allocation
on a proportionate basis to Mutual Funds only. The remainder of the Net QIB Portion shall be available for allocation on a
proportionate basis to QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received from
them at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion,
the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion
for proportionate allocation to all QIBs. Further, not less than 29% of the Issue shall be available for allocation on a
proportionate basis to Non Institutional Bidders and not less than 69% of the Issue shall be available for allocation to Retail
Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above
the Issue Price.

© In case of joint Bids, the Bid cum Application Form should contain only the name of the first Bidder whose name should
also appear as the first holder of the beneficiary account held in joint names. The signature of only such first Bidder would be
required in the Bid cum Application Form and such first Bidder would be deemed to have signed on behalf of the joint holders.

Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in the Non-Institutional
Portion or the Retail Portion would be allowed to be met with spill-over from other categories or a combination
of categories at the discretion of our Company, in consultation with the BRLM and the Designated Stock
Exchange, on a proportionate basis. However, under-subscription, if any, in the QIB Portion will not be allowed
to be met with spill-over from other categories or a combination of categories. For further details, see “Terms of
the Issue” on page 292 of this Prospectus.

299
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriter,
their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law,
rules, regulations, guidelines and approvals to acquire the Equity Shares.

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300
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

ISSUE PROCEDURE

All Bidders should review the General Information Document for Investing in Public Issues prepared and issued
in accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020, the circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 and the UPI Circulars (the “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, the SCRA, the SCRR and the SEBI ICDR Regulations. The
General Information Document has been updated to reflect the amendments to the SEBI ICDR Regulations and
provisions of the Companies Act to the extent applicable to a public issue and any other enactments and
regulations. The General Information Document shall also be made available on the websites of the Stock
Exchanges and the BRLM. Please refer to the relevant provisions of the General Information Document which
are applicable to the Issue, especially in relation to the process for Bids by RIBs through the UPI Mechanism.
The investors should note that the details and process provided in the General Information Document should be
read along with this section.

 

All Designated Intermediaries in relation to the Issue should ensure compliance with the SEBI circular
(CIR/CFD/POLICELL/11/2015) dated November 10, 2015, as amended and modified by SEBI circular
(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016, 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 as amended and modified by SEBI Circulars (SEBI/HO/CFD/DIL2/CIR/P/2019/50)
dated April 3, 2019 and (SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019, SEBI circular no.
(SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019, SEBI circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated ~—= March 30, 2020 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, in relation to clarifications on streamlining
the process of public issue of equity shares and convertibles. Further, SEBI vide its 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, has introduced certain additional measures for
streamlining the process of initial public offers and redressing investor grievances. This circular shall come into
force for initial public offers opening on/or after May 1, 2021, except as amended pursuant to SEBI circular
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and the provisions of this circular, are deemed to form
part of this Prospectus.

Additionally, all Bidders may refer to the General Information Document for information in relation to (i)
category of investors eligible to participate in the Issue; (ii) maximum and minimum Bid size; (iii) price discovery
and allocation; (iv) payment instructions for ASBA Bidders; (v) issuance of Confirmation of Allocation Note
(“CAN”) and Allotment in the Issue; (vi) price discovery and allocation; (vii) general instructions (limited to
instructions for completing the Bid cum Application Form); (viii) designated date; (ix) disposal of applications;
(x) submission of Bid cum Application Form; (xi) other instructions (limited to joint bids in cases of individual,
multiple bids and instances when an application would be rejected on technical grounds); (xii) applicable
provisions of Companies Act, 2013 relating to punishment for fictitious applications; (xiii) mode of making
refunds; and (xiv) interest in case of delay in Allotment or refund.

Our Company and the BRLM do not accept any responsibility for the completeness and accuracy of the
information stated in this section and are not liable for any amendment, modification or change in the applicable
law which may occur after the date of the Red Herring Prospectus and this Prospectus. Bidders are advised to
make their independent investigations and ensure that their Bids are submitted in accordance with applicable
laws and do not exceed the investment limits or maximum number of the Equity Shares that can be held by them
under applicable law or as specified in the Draft Red Herring Prospectus, the Red Herring Prospectus and this
Prospectus.

The BRLM shall be the nodal entity for any issues arising out of public issuance process.

In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned
in SEBI Circular. No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 shall continue to form part
of the agreements being signed between the intermediaries involved in the public issuance process and lead
managers shall continue to coordinate with intermediaries involved in the said process.
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Book Building Procedure

The Issue was made through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR
Regulations, wherein not more than 2% of the Issue was allocated to QIBs on a proportionate basis 5% of the QIB
Category was available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the
QIB Category was available for allocation on a proportionate basis to all QIB Bidders including Mutual Funds,
subject to valid Bids being received at or above the Issue Price. Further, not less than 29% of the Issue was
available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 69% of the Issue
was available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject
to valid Bids being received at or above the Issue Price.

Under-subscription, if any, in any category, except in the QIB 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 BRLM and the Designated Stock Exchange.

The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.

Investors should note that the Equity Shares will be allotted to all successful Bidders only in dematerialised
form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account,
including DP ID, Client ID, UPI ID (for RIBs using the UPI Mechanism) and PAN, shall be treated as
incomplete and will be rejected. Bidders will not have the option of being Allotted Equity Shares in physical
form. However, they may get the Equity shares rematerialised subsequent to allotment of Equity shares in
the IPO.

Phased Implementation of Unified Payments Interface

SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018 as amended from time
to time, including pursuant to circular (SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated April 3, 2019 (“UPI
Circular”) has proposed to introduce an alternate payment mechanism using Unified Payments Interface (“UPI”)
and consequent reduction in timelines for listing in a phased manner. UPI has been introduced in a phased manner
as a payment mechanism with the ASBA for applications by Retail Individual Investors through intermediaries
from January 1, 2019. The UPI Mechanism for Retail Individual Investors applying through Designated
Intermediaries, in phase I, was effective along with the prior process and existing timeline of T+6 days (“UPI
Phase I”), until June 30, 2019. Subsequently, for applications by Retail Individual Investors through Designated
Intermediaries, the process of physical movement of forms from Designated Intermediaries to SCSBs for blocking
of funds has been discontinued and only the UPI Mechanism with existing timeline of T+6 days is applicable for
a period of three months or launch of five main board public issues, whichever is later(“UPI Phase II”), with
effect from July 1, 2019, by SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019, read with
circular (SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019. Further, as per the SEBI circular
(SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019, the UPI Phase II had been extended until
March 31, 2020. However, given the prevailing uncertainty due to the COVID-19 pandemic, SEBI vide its circular
no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, has decided to continue with the UPI Phase II till
further notice. The final reduced timeline of T+3 days for the UPI Mechanism for applications by RIBs (“UPI
Phase III”) and modalities of the implementation of UPI Phase III maybe notified and made effective
subsequently, as may be prescribed by SEBI. The Issue will be undertaken pursuant to the processes and
procedures under UPI Phase II, subject to any circulars, clarification or notification issued by the SEBI from time
to time. Further, SEBI vide its 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, has introduced
certain additional measures for streamlining the process of initial public offers and redressing investor grievances.
This circular shall come into force for initial public offers opening on/or after May 1, 2021, except as amended
pursuant to SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021,and the provisions of this
circular, are deemed to form part of this Prospectus.

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 Bidder shall be compensated at a uniform
rate of 100 per day or 15% per annum of the Bid Amount, whichever is higher from the date on which the request
for cancellation/ withdrawal/ deletion is placed in the Stock Exchanges bidding 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 Bidder shall be compensated at a uniform rate 7100 per day or 15% per annum

302
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

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 Bid Amount, the Bidder 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 Bids, exceeding 4 (four) Working
Days from the Bid/Issue Closing Date, the Bidder shall be compensated at a uniform rate of 7100 per day or 15%
per annum of the Bid Amount, whichever is higher for the entire duration of delay exceeding 4 (four) Working
Days from the Bid/Issue Closing Date by the SCSB responsible for causing such delay in unblocking. The BRLM
shall be liable for compensating the Bidder at a uniform rate of 7100 per day or 15% per annum of the Bid Amount,
whichever is higher from the date of receipt of the Investor grievance until the date on which the blocked amounts
are unblocked.

If the Issue is made under UPI Phase III, the same will be advertised in all editions of the English national daily
newspaper, Business Standard, all editions of the Hindi national daily newspaper, Business Standard and all
editions of the Bengali daily newspaper, Arthik Lipi (Bengali being the regional language of Kolkata, where our
Registered Office is located) on or prior to the Bid/Issue Opening Date and such advertisement shall also be made
available to the Stock Exchanges for the purpose of uploading on their websites.

Further, our Company and the members of the Syndicate do not accept any responsibility for any adverse
occurrences consequent to the implementation of the UPI Mechanism for application in the Issue.

Retail Individual Bidders making application using UPI shall use or only his/her own bank account linked UPI ID
to make an application in the Issue. The SCSBs upon receipt of the Bid cum Application Form will upload the
Bid details along with the UPI ID in the bidding platform of the Stock Exchanges. Applications made by the Retail
Individual Bidders using third party bank account or using UPI IDs linked to the bank accounts of any third parties
are liable for rejection. Sponsor Banks shall provide the investors UPI linked bank account details to RTA for
purpose of reconciliation. Post uploading the Bid details in the bidding platform, the Stock Exchanges will validate
the PAN and demat account details of Retail Individual Bidders with the Depositories.

Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for
applications that have been made through the UPI Mechanism. The requirements of the UPI Circular include,
appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs
to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit
details of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful
Bidders to be unblocked no later than 1 (one) Working Day from the date on which the Basis of Allotment is
finalised. Failure to unblock the accounts within the timeline would result in the SCSBs being penalized under
the relevant securities law.

For further details, refer to the General Information Document available on the websites of the Stock Exchanges
and the BRLM.

Bid cum Application Form

Copies of the ASBA Form (other than for Anchor Investors) and the abridged prospectus will be available with
the Designated Intermediaries at the Bidding Centres, and the Registered Office of our Company. An electronic
copy of the ASBA Form will also be available for download on the websites of NSE (www.nseindia.com) and
BSE (www.bseindia.com) at least 1 (one) day prior to the Bid/Issue Opening Date.

All Bidders (other than Anchor Investors) shall mandatorily participate in the Issue only through the ASBA
process including through UPI mode (as applicable), to participate in the Issue. ASBA Bidders must provide bank
account details/ UPI ID linked with bank account and authorization by ASBA Bank holder to block funds in the
relevant space provided in the ASBA Form and the ASBA Forms that do not contain such details will be rejected.
Applications made using third party bank accounts or using UPI ID linked with third party bank account are liable
to be rejected.

Since the Issue is made under Phase II of the SEBI UPI Circulars, ASBA Bidders may submit the ASBA Form in
the manner below:

303
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

@ RIBs (other than the RIBs using UPI Mechanism) may submit their ASBA Forms with SCSBs (physically
or online, as applicable), or online using the facility of linked online trading, demat and bank account (3
in 1 type accounts), provided by certain brokers.

(ii) RIBs using the UPI Mechanism, may submit their ASBA Forms with the Syndicate, sub-syndicate
members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat
and bank account (3 in 1 type accounts), provided by certain brokers.

(iii) QIBs and NIBs may submit their ASBA Forms with SCSBs, Syndicate, sub-syndicate members,
Registered Brokers, RTAs or CDPs.

Further, ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated
Intermediary, submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA.
Forms not bearing such specified stamp are liable to be rejected.

Bidders must ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the
full Bid Amount can be blocked by the SCSB or the Sponsor Banks, as applicable, at the time of submitting the
Bid. Retail Individual Investors Bidding using the UPI Mechanism may also apply through the SCSBs and mobile
applications using the UPI handles as provided on the website of the SEBI.

For Anchor Investors, the Anchor Investor Application Form will be available at the offices of the BRLM.

The prescribed colour of the Bid cum Application Form for the various categories is as follows:

 

 

 

Category Colour of Bid cum
Application Form*

Resident Indians including resident QIBs, Non-Institutional Investors, Retail Individual White

Investors and Eligible NRIs applying on a non-repatriation basis

Non-Residents including FPls or FVCIs (including their sub-accounts), Eligible NRIs applying Blue

on a repatriation basis, registered multilateral and bilateral development financial institutions

applying on a repatriation basis
¥*Excluding electronic Bid cum Application Forms
“Anchor Investors Application forms will be made available only at the Office of the BRLMA Electronic Bid cum Application
Forms will also be available for download on the website of the NSE (www.nseindia.com) and the BSE (www.bseindia.com).

 

Designated Intermediaries (other than SCSBs) shall submit/ deliver the ASBA Forms (except Bid cum Application
Forms from RIBs bidding using the UPI mechanism) to the respective SCSB, where the Bidder has a bank account
with ASBA facility, details of which were provided by the Bidder in his respective ASBA Form and shall not
submit it to any non-SCSB bank or any Escrow Collection Bank.

For RIBs Bidding using UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with
the Sponsor Banks on a continuous basis through API integration to enable the Sponsor Banks to initiate UPI
Mandate Request to RIBs, for blocking of funds. The Sponsor Banks shall initiate request for blocking of funds
through NPCI to RIBs, who shall accept the UPI Mandate Request for blocking of funds on their respective mobile
applications associated with UPI ID linked bank account. For all pending UPI Mandate Requests, the Sponsor
Banks shall initiate requests for blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation
cut-off time of 12:00 pm on the first Working Day after the Bid/Issue Closing Date (“Cut-Off Time”).
Accordingly, RIBs Bidding using through the UPI Mechanism should accept UPI Mandate Requests for blocking
off funds prior to the Cut-Off Time and all pending UPI Mandate Requests at the Cut-Off Time shall lapse. For
ensuring timely information to investors, SCSBs shall send SMS alerts as specified in 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.

Applications through UPI can be made only through the SCSBs/ mobile applications (apps) whose names appear
on the SEBI website — www.sebi.gov.in at the following path:

Home » Intermediaries/Market Infrastructure Institutions » Recognised Intermediaries » Self Certified Syndicate
Banks eligible as Issuer Banks for UPI
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

A list of SCSBs and mobile application, which, as on date of the Red Herring Prospectus are live for applying in
public issues using UPI mechanism is available on the SEBI website. The RIIs shall submit applications only
through the UPI mechanism, which would be the only permissible mode. Therefore the process of an investor
submitting bid cum application form with any intermediary along with bank account details, and movement of
such application forms from intermediaries to SCSBs for blocking of funds, has been discontinued by SEBI vide
its circular bearing reference number SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019.

An investor shall ensure that when applying in this Issue using the UPI mechanism, the name of his Bank should
appear in the list of SCSBs which is displayed on the SEBI website indicting the names of those banks which are
live on UPI. Further, he shall also ensure that the name of the app and the UPI handle being used for making the
application is also appearing in the aforesaid list.

Investors whose bank is not live on UPI, may use the other alternate channels available to them viz. submission
of application form with SCSB or using the facility of linked online trading, demat and bank account.

An application made using incorrect UPI handle or using a bank account of an SCSBs or bank which is not
mentioned in the aforesaid list is liable to be rejected. After the implementation of UPI phase III, the RIBs will
not have the option of submitting bid-cum application form with any of the intermediaries for blocking of funds
and making bids.

The Equity Shares have not been and will not be registered under the Securities Act or any state securities
laws in the United States, and unless so registered, may not be offered or sold within the United States
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act and applicable U.S. state securities laws.

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 Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Electronic Registration of Bids

a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges. The
Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the
condition that they may subsequently upload the off-line data file into the on-line facilities for Book Building

on a regular basis before the closure of the Issue.

b

On the Bid/Issue Closing Date, the Designated Intermediaries may upload the Bids till such time as may be
permitted by the Stock Exchanges and as disclosed in the Draft Red Herring Prospectus.

©

Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment. The
Designated Intermediaries are given till 1:00 pm on the next Working Day following the Bid/Issue Closing
Date to modify select fields uploaded in the Stock Exchange Platform during the Bid/Issue Period after which
the Stock Exchange(s) send the bid information to the Registrar to the Issue for further processing.

Participation of Promoters and members of the Promoter Group of our Company, the BRLM and the
Syndicate Members

The BRLM and the Syndicate Members shall not be allowed to purchase Equity Shares in this Issue in any manner,
except towards fulfilling their underwriting obligations. However, the associates and affiliates of the BRLM and
the Syndicate Members may Bid for Equity Shares in the Issue, either in the QIB Category or in the Non-
Institutional Category as may be applicable to such Bidders, where the allocation is on a proportionate basis and
such subscription may be on their own account or on behalf of their clients. All categories of investors, including
associates or affiliates of the BRLM and Syndicate Members, shall be treated equally for the purpose of allocation
to be made on a proportionate basis.

Neither (i) the BRLM or any associates of the BRLM (except Mutual Funds sponsored by entities which are
associates of the BRLM or insurance companies promoted by entities which are associate of BRLM or AIFs
sponsored by the entities which are associate of the BRLM or FPIs other than individuals, corporate bodies and
family offices sponsored by the entities which are associates of the BRLM) nor; (ii) any “person related to the
Promoter/ Promoter Group” shall apply in the Offer under the Anchor Investor Portion.

305
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

For the purposes of this section, a QIB who has any of the following rights was deemed to be a “person related to
the Promoter or Promoter Group”: (a) rights under a shareholders’ agreement or voting agreement entered into
with the Promoter or Promoter Group; (b) veto rights; or (c) right to appoint any nominee director on our Board.

Further, an Anchor Investor was deemed to be an associate of the BRLM, if: (a) either of them controls, directly
or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (b)
either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the
other; or (c) there is a common director, excluding a nominee director, amongst the Anchor Investor and the
BRLM.The BRLM or any persons related to the BRLM (other than Mutual Funds sponsored by entities related
to the BRLM), our Promoters and members of our Promoter Group cannot apply in this Issue.

Who can Bid?

In addition to the category of Bidders, the following persons are also eligible to invest in the Equity Shares under
all applicable laws, regulations and guidelines, including:

© Scientific research organisations authorised in India to invest in the Equity Shares; and

e Any other persons eligible to Bid in the Issue under the laws, rules, regulations, guidelines and policies
applicable to them.

Bids by Mutual Funds

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along
with the Bid cum Application Form. Failing this, our Company reserves the right to reject any Bid without
assigning any reason thereof.

Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the
concerned schemes for which such Bids are made.

In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered
with SEBI and such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple
Bids provided that the Bids clearly indicate the scheme concerned for which the Bid 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.

Bids by Eligible NRIs

Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids.
accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for
Allotment. Eligible NRI Bidders bidding on a repatriation basis by using the Non-Resident Forms should authorize
their SCSB or confirm or accept the UPI Mandate Request (in case of Retail Individual Investors Bidding through
the UPI Mechanism) to block their Non-Resident External (“NRE”) accounts, or Foreign Currency Non-Resident
(“FCNR”) Accounts, and eligible NRI Bidders bidding on a non-repatriation basis by using Resident Forms
should authorize their SCSB or confirm or accept the UPI Mandate Request (in case of Retail Individual Investors
Bidding through the UPI Mechanism) to block their Non-Resident Ordinary (“NRO”) accounts for the full Bid
Amount, at the time of the submission of the Bid cum Application Form.

Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents
(white in colour).

Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-
Residents (blue in colour).

Participation of Eligible NRI(s) in the Issue shall be subjected to the FEMA Rules.

306
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Participation by Eligible NRIs in the Offer shall be subject to the FEMA Non-Debt Instruments Rules. Only Bids
accompanied by payment in Indian rupees or fully converted foreign exchange will be considered for Allotment.
In accordance with the FEMA Non-Debt Instruments Rules, the total holding by any individual NRI, on a
repatriation basis, shall not exceed 5% of the total paid-up equity capital on a fully diluted basis or shall not exceed
5% 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 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 warrant. 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.

For further details, see “Restrictions on Foreign Ownership of Indian Securities” on page 323.
Bids by HUFs

Hindu Undivided Families or HUFs, shall apply in the individual name of the Karta. The Bidder/Applicant should
specify in the Bid cum Application form, that the Bid being made in the name of the HUF, as follows: “Name of
sole or first Bidder/ Applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of
the Karta”. Bids/ Applications by HUFs may be considered at par with Bids/Applications from individuals.

Bids by FPIs

In terms of the SEBI FPI Regulations, the investment in Equity Shares by a single FPI or an investor group (which
means multiple entities registered as FPIs and directly or indirectly having common ownership of more than 50%
or common control) must be below 10% of our post-Issue Equity Share capital. Further, in terms of the FEMA
Rules, the total holding by each FPI or an investor group shall be below 10% of the total paid-up equity share
capital of our Company on a fully diluted basis and the total holdings of all FPIs could be up to 100%, being the
sectoral cap of the paid-up equity share capital of our Company on a fully diluted basis.

In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI
Regulations is required to be attached to the Bid cum Application Form, failing which our Company reserves the
right to reject any Bid without assigning any reason. FPIs who wish to participate in the Issue are advised to use
the Bid cum Application Form for Non-Residents (Blue in colour).

In terms of the FEMA Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered
FPIs shall be included. With effect from April 1, 2020, the aggregate limits for FPI investments are the sectoral
caps applicable to our Company (i.e. up to 100% under the automatic route).

The FEMA Non-Debt Instruments Rules was enacted on October 17, 2019 in supersession of the Foreign
Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017,
except as respects things done or omitted to be done before such supersession.

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.

To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed
that at the time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income
Tax Department of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories
for the FPIs who have invested in the Offer to ensure there is no breach of the investment limit, within the timelines
for issue procedure, as prescribed by SEBI from time to time.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of the
SEBI FPI Regulations, an FPI, may issue, subscribe to 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
a FPI against securities held by it in India, as its underlying) directly or indirectly, only in the event (i) such
offshore derivative instruments are issued only by persons registered as Category I FPIs; (ii) such offshore
derivative instruments are issued only to persons eligible for registration as Category I FPIs; (iii) such offshore
derivative instruments are issued after compliance with ‘know your client’ norms; and (iv) such other conditions
as may be specified by SEBI from time to time.

307
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

In case the total holding of an FPI increases beyond 10% of the total paid-up Equity Share capital, on a fully
diluted basis or 10% or more of the paid-up value of any series of debentures or preference shares or share warrants
issued that may be issued by our Company, the total investment made by the FPI will be re-classified as FDI
subject to the conditions as specified by SEBI and RBI in this regard and our Company and the investor will be
required to comply with applicable reporting requirements.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of the
SEBI FPI Regulations, an FPI is permitted to issue, subscribe to, or otherwise deal in offshore derivative
instruments, directly or indirectly, only if it complies with the following conditions:

a) such offshore derivative instruments are issued only by persons registered as Category I FPIs;
b) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs;

c) such offshore derivative instruments are issued after compliance with the ‘know your client’ norms as specified
by SEBI;

d) such other conditions as may be specified by SEBI from time to time.

An FPI is required to ensure that the transfer of an offshore derivative instruments issued by or on behalf of it, is
subject to (a) the transfer being made to persons which fulfil the criteria provided under the SEBI FPI Regulations
(as mentioned above from points (a) to (d)); and (b) prior consent of the FPIs obtained for such transfer, except in
cases, where the persons to whom the offshore derivative instruments are to be transferred, are pre-approved by
the FPI.

Bids by following FPIs, submitted with the same PAN but with different beneficiary account numbers, Client IDs
and DP IDs shall not be treated as multiple Bids:

e — FPIs which utilise the multi investment manager (“MIM”) structure;

© Offshore derivative instruments which have obtained separate FPI registration for ODI and proprietary
derivative investments;

e Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;

e  FPI registrations granted at investment strategy level/sub fund level where a collective investment scheme or
fund has multiple investment strategies/sub-funds with identifiable differences and managed by a single
investment manager;

Bids by SEBI registered Venture Capital Funds, Alternate Investment Funds and Foreign Venture Capital
Investors

The SEBI FVCI Regulations, as amended 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 or FVCI registered with SEBI in one venture capital undertaking should not
exceed 25% of the corpus of the VCF or FVCI. 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 one-third (1/3") 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. Our Company and BRLM will
not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency.

308
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

There is no reservation for Eligible NRI Bidders, AIFs and FPIs. All Bidders will be treated on the same
basis with other categories for the purpose of allocation.

All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission.

Bids by limited liability partnerships

In case of Bids made by limited liability parmerships registered under the Limited Liability Partnership Act, 2008,
a certified copy of certificate of registration issued under the Limited Liability Parmership Act, 2008, must be
attached to the Bid cum Application Form. Failing this, our Company reserves the right to reject any Bid without
assigning any reason thereof.

Bids by banking companies

In case of Bids 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 Bid cum Application Form, failing which our Company in consultation with the BRLM
reserves the right to reject any Bid without assigning any reason thereof.

The investment limit for banking companies in non-financial services companies as per the Banking Regulation
Act, 1949, as amended (the “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 bank’s 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 bank’s 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 the RBI.

A banking company would require a prior approval of the RBI to make:

(i) investment in a subsidiary and a financial services company that is not a subsidiary (with certain exceptions
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.

Further, the aggregate investment by a banking company in subsidiaries and other entities engaged in financial
and non-financial services company cannot exceed 20% of the investee company’s paid-up share capital and
reserves.

Bids by SCSBs

SCSBs participating in the Issue are required to comply with the terms of the SEBI circulars
(CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013) 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.

309
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Bids by insurance companies
In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of
registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company

reserves the right to reject any Bid without assigning any reason thereof.

The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority
(Investment) Regulations, 2016 as amended are broadly set forth below:

(a) equity shares of a company: the lower of 10% of the outstanding equity shares (face value) or 10% of the
respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer;

(

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

(c) the industry sector in which the investee company operates: 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 (a), (b) and
(c) 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.

Bids by provident funds/pension funds

In case of Bids made by provident funds/ pension funds, subject to applicable laws, with minimum corpus of &
2,500 lakhs, a certified copy of a certificate from a chartered accountant certifying the corpus of the provident
fund/ pension fund must be attached to the Bid cum Application Form. Failing this, our Company in consultation
with the BRLM reserves the right to reject any Bid, without assigning any reason thereof.

Bids under Power of Attorney

In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered
societies, Eligible FPIs, Mutual Funds, insurance companies, insurance funds set up by the army, navy or air force
of the India, insurance funds set up by the Department of Posts, India or the National Investment Fund and
provident funds with a minimum corpus of % 25,000 lakhs (subject to applicable law) and pension funds with a
minimum corpus of % 25,000 lakhs, 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 Bid cum Application Form. Failing this, our Company reserves
the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason thereof.

Our Company in consultation with the BRLM in their absolute discretion, reserves the right to relax the above
condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form.

Bids by Systemically Important Non-Banking Financial Companies

In case of Bids made by Systemically Important Non-Banking Financial Companies registered with RBI, a
certified copy of (i) the certificate of registration issued by the RBI, (ii) a certified copy of its last audited financial
statements on a standalone basis and a net worth certificate from its statutory auditor(s) and (iii) such other
approval as may be required by the Systemically Important Non-Banking Financial Companies, must be attached
to the Bid-cum Application Form.

Failing this, our Company reserves the right to reject any Bid, without assigning any reason thereof. Systemically
important non-banking financial companies participating in the Issue shall comply with all applicable regulations,
guidelines and circulars issued by RBI from time to time.
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.
Bids by Anchor Investors

Our Company in consultation with the BRLM, may consider participation by Anchor Investors in the Issue for
upto 60% of the QIB Portion in accordance with the SEBI ICDR Regulations. Only QIBs as defined in Regulation
2(1)(ss) of the SEBI ICDR Regulations and not otherwise excluded pursuant to Schedule XIII of the SEBI ICDR
Regulations are eligible to invest. The QIB Portion will be reduced in proportion to allocation under the Anchor
Investor Portion. In the event of under-subscription in the Anchor Investor Portion, the balance Equity Shares will
be added to the Net QIB Portion. In accordance with the SEBI ICDR Regulations, the key terms for participation
in the Anchor Investor Portion are provided below.

i. Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices
of the BRLM.

ii. | The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds = 1000
lakhs. A Bid cannot be submitted for over 60 % of the QIB Portion. In case of a Mutual Fund, separate
Bids by individual schemes of a Mutual Fund will be aggregated to determine the minimum application
size of % 1,000 lakhs.

iii, | One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.

iv. Bidding for Anchor Investors will open 1 (one) Working Day before the Bid/ Issue Opening Date, i.e., the
Anchor Investor Bidding Date, and will be completed on the same day.

v. Our Company in consultation with the BRLM may finalise allocation to the Anchor Investors on a
discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion will
not be less than:

a) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to = 1,000
lakhs;

b) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor
Portion is more than % 1,000 lakhs but up to %25,000 lakhs, subject to a minimum Allotment of = 500
lakhs per Anchor Investor; and

c) in case of allocation above %25,000 lakhs under the Anchor Investor Portion, a minimum of five such
investors and a maximum of 15 Anchor Investors for allocation up to = 25,000 lakhs, and an additional
10 Anchor Investors for every additional %25,000 lakhs, subject to minimum allotment of = 500 lakhs
per Anchor Investor.

vi. Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of
Equity Shares allocated to Anchor Investors and the price at which the allocation is made will be made
available in the public domain the BRLM before the Bid/ Issue Opening Date, through intimation to the
Stock Exchange.

vii. Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.

viii. If the Issue Price is greater than the Anchor Investor Allocation Price, the additional amount being the
difference between the Issue Price and the Anchor Investor Allocation Price will be payable by the Anchor
Investors on the Anchor Investor Pay-in Date specified in the CAN. If the Issue Price is lower than the
Anchor Investor Allocation Price, Allotment to successful Anchor Investors will be at the higher price, i.e.,
the Anchor Investor Issue Price.

ix. Equity Shares Allotted in the Anchor Investor Portion will be locked in for a period of 30 days from the
date of Allotment.

x. | The BRLM or any associates of the BRLM (other than mutual funds sponsored by entities which are
associate of the BRLM or insurance companies promoted by entities which are associate of the BRLM or

311
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Alternate Investment Funds (AIFs) sponsored by the entities which are associate of the BRLM or FPIs
other than Category III sponsored by the entities which are associate of the BRLM), our Promoters,
Promoter Group or any person related to them will not participate in the Anchor Investor Portion. It is
clarified that a qualified institutional buyer who has any of the following rights shall be deemed to be a
person related to the promoters or promoter group of the issuer: (i) rights under a shareholders’ agreement
or voting agreement entered into with promoters or promoter group of the issuer; or (ii) veto rights; or (iii)
right to appoint any nominee director on the board of the issuer. The parameters for selection of Anchor
Investors will be clearly identified by the BRLM and made available as part of the records of the BRLM
for inspection by SEBI.

xi. Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered
multiple Bids.

xii. Anchor Investors are not permitted to Bid in the Issue through the ASBA process.

For more information, see the General Information Document.

The above information is given for the benefit of the Bidders. Our Company and the BRLM are not liable
for any amendments or modification or changes in applicable laws or regulations, which may occur after
the date of the Red Herring Prospectus or this Prospectus or which may occur after the Bid/Issue Closing
Date. Bidders are advised to make their independent investigations and ensure that any single Bid from
them does not exceed the applicable investment limits or maximum number of the Equity Shares that can
be held by them under applicable law or regulation or as specified in the Red Herring Prospectus and this
Prospectus. The investment limits for Systemically Important Non-Banking Financial Companies shall be
as prescribed by RBI from time to time.

In accordance with RBI regulations, OCBs cannot participate in the Issue.
Pre- Issue Advertisement

Subject to Section 30 of the Companies Act, 2013, our Company shall, after filing the Red Herring Prospectus
with the RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI ICDR Regulations, in: (i) all
editions of English national newspaper Business Standard; (ii) all editions of Hindi national newspaper Business
Standard; and (iii) all editions of Bengali newspaper Arthik Lipi, each with wide circulation.

In the pre-Issue advertisement, we shall state the Bid/Issue Opening Date and the Bid/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 X of the SEBI ICDR Regulations.

Allotment Advertisement

Our Company, the BRLM and the Registrar shall publish an allotment advertisement before commencement of
trading, disclosing the date of commencement of trading in all editions of English national daily newspaper,
Business Standard, all editions of Hindi national daily newspaper, Business Standard and all editions of the
Bengali daily newspaper, Arthik Lipi (Bengali being the regional language of Kolkata, where our Registered
Office is located).

Signing of the Underwriting Agreement and the RoC Filing

(a) Our Company and the Underwriter intend to enter into an Underwriting Agreement on or immediately after
the determination of the Issue Price.

(b) After signing the Underwriting Agreement, an updated Draft Red Herring Prospectus will be filed with the
RoC in accordance with applicable law, which then would be termed as the ‘Prospectus’. The Prospectus
will contain details of the Issue Price, the Anchor Investor Issue Price, Issue size, and underwriting
arrangements and will be complete in all material respects.
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

General Instructions

Please note that QIBs and Non-Institutional Investors are not permitted to withdraw their Bid(s) or lower the size
of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Investors
can revise their Bid(s) during the Bid/ Issue Period and withdraw their Bid(s) until Bid/ Issue Closing Date. Anchor
Investors are not allowed to withdraw or lower the size of their Bids after the Anchor Investor Bidding Date.

Do’s:

1. Check if you are eligible to apply as per the terms of the Prospectus and under applicable law, rules,
regulations, guidelines and approvals;

2. Ensure that you have Bid within the Price Band;

3. Ensure that you have mentioned the correct ASBA Account number (for all Bidders other than Retail
Individual Investors Bidding using the UPI Mechanism) in the Bid cum Application Form and such ASBA.
account belongs to you and no one else. Retail Individual Investors using the UPI Mechanism must mention
their correct UPI ID and shall use only his/her own bank account which is linked to such UPI ID;

4. Retail Individual Investors Bidding using the UPI Mechanism shall ensure that the bank, with which they
have their bank account, where the funds equivalent to the application amount are available for blocking is
UPI 2.0 certified by NPCI before submitting the ASBA Form to any of the Designated Intermediaries;

5. Retail Individual Investors Bidding using the UPI Mechanism shall make Bids only through the SCSBs,
mobile applications and UPI handles whose name appears in the list of SCSBs which are live on UPI, as
displayed on the SEBI website. An application made using incorrect UPI handle or using a bank account of
an SCSB or bank which is not mentioned on the SEBI website is liable to be rejected;

6. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;

7. Ensure that the details about the PAN, DP ID, Client ID and UPI ID (where applicable) are correct and the
Bidders depository account is active, as Allotment of the Equity Shares will be in dematerialized form only;

8. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to
the Designated Intermediary at the Bidding Centre within the prescribed time. RIIs using UPI Mechanism,
may submit their ASBA Forms with Syndicate, sub-Syndicate Members, Registered Brokers, RTA or CDP;

9. Incase of joint Bids, ensure that First Bidder is the ASBA Account holder (or the UPI-linked bank account
holder, as the case may be) and the signature of the First Bidder is included in the Bid cumApplication Form;

10. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;

11. Ensure that the name(s) given in the Bid cum 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 Bids, the Bid cum
Application Form should contain only the name of the First Bidder whose name should also appear as the
first holder of the beneficiary account held in joint names;

12. Bidders should ensure that they receive the Acknowledgment slip or the acknowledgement number duly
signed and stamped by a Designated Intermediary, as applicable, for submission of the Bid cum Application
Form;

13. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB before
submitting the Bid cum Application Form under the ASBA process to any of the Designated Intermediaries;

14. Ensure that you submit revised Bids to the same Designated Intermediary, through whom the original Bid
was placed and obtain a revised acknowledgment;

15. Except for Bids (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

313
16.

17.

18.

19.

20.

21.

22.

23.

24.

25.

26.

27.

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

transacting in the securities market, (ii) Bids 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, and (iii) any other category of Bidders, including without limitation, multilateral/ bilateral
institutions, which may be exempted from specifying their PAN for transacting in the securities market, all
Bidders should mention their PAN allotted under the IT Act. The exemption for the Central or the State
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;

Ensure that the Demographic Details are updated, true and correct in all respects;

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;

Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure proper
upload of your Bid in the electronic Bidding system of the Stock Exchanges;

Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust etc., relevant
documents are submitted;

Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign and
Indian laws;

Retail Individual Investors Bidding using the UPI Mechanism, should ensure that they approve the UPI
Mandate Request generated by the Sponsor Banks to authorise blocking of funds equivalent to application
amount and subsequent debit of funds in case of Allotment, in a timely manner;

Note that in case the DP ID, UPI ID (where applicable), Client ID and the PAN mentioned in their Bid cum
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, UPI ID (where applicable), Client ID and
PAN available in the Depository database, then such Bids are liable to be rejected;

However, Bids received from FPIs bearing the same PAN shall not be treated as multiple Bids in the event
such FPIs utilise the MIM Structure and such Bids have been made with different beneficiary account
numbers, Client IDs and DP IDs.

FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client [Ds and DP
IDs, are required to submit a confirmation that their Bids are under the MIM structure and indicate the name
of their investment managers in such confirmation which shall be submitted along with each of their Bid
cum Application Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids shall
be rejected;

In case of QIBs and NIIs, ensure that while Bidding through a Designated Intermediary, the ASBA Form is
submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account,
as specified in the ASBA Form, is maintained has named at least one branch at that location for the
Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the website of SEBI
at http://www.sebi.gov.in);

Ensure that you have correctly signed the authorization /undertaking box in the Bid cum Application Form,
or have otherwise provided an authorization to the SCSB or the Sponsor Banks, as applicable via the
electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the
Bid cum Application Form at the time of submission of the Bid;

Retail Individual Investors Bidding using the UPI Mechanism shall ensure that details of the Bid are
reviewed and verified by opening the attachment in the UPI Mandate Request and then proceed to authorise
the UPI Mandate Request using his/her UPI PIN. Upon the authorization of the mandate using his/her UPI
PIN, the Retail Individual Investor shall be deemed to have verified the attachment containing the application

314
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

details of the Retail Individual Investor Bidding using the UPI Mechanism in the UPI Mandate Request and
have agreed to block the entire Bid Amount and authorized the Sponsor Banks to issue a request to block
the Bid Amount mentioned in the Bid Cum Application Form in his/her ASBA Account;

28. Retail Individual Investors Bidding using the UPI Mechanism should mention valid UPI ID of only the
Bidder (in case of single account) and of the First Bidder (in case of joint account) in the Bid cum Application
Form;

29. Retail Individual Investors Bidding using the UPI Mechanism, who have revised their Bids subsequent to
making the initial Bid, should also approve the revised UPI Mandate Request generated by the Sponsor
Banks to authorise blocking of funds equivalent to the revised Bid Amount in his/her account and subsequent
debit of funds in case of allotment in a timely manner;

30. Bids by Eligible NRIs, HUFs and any individuals, corporate bodies and family offices, which are re-
categorised as category II FPI and registered with SEBI, for a Bid Amount of less than 200,000 would be
considered under the Retail Portion for the purposes of allocation and Bids for a Bid Amount exceeding
%200,000 would be considered under the Non-Institutional Category for allocation in the Issue; and

31. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLM.

32. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 12:00
p-m. of the Working Day immediately after the Bid/ Offer Closing Date.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.

Don'ts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;

3. Do not Bid on another Bid cum Application Form after you have submitted a Bid to a Designated
Intermediary;

4, Donot pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by stock
invest;

5. Do not send Bid cum Application Forms by post, instead submit the same to the Designated Intermediary
only;

6. Anchor Investors should not Bid through the ASBA process;
7. Do not submit the ASBA Forms to any non-SCSB bank or to our Company or at a location other than the
Bidding Centres;

8. Donot submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant
ASBA Forms or to our Company;

9. Donot Bid on a physical Bid cum Application Form that does not have the stamp of the relevant Designated
Intermediary;

10. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Investors);

11. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Issue/ 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 Prospectus;

12. Do not submit your Bid after 3.00 pm on the Bid/Issue Closing Date;

315
13.

14.

15.

16.

17.

18.

19.

20.

21.

22.

23.

24.

25.

26.

27.

29.

30.

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

If you are a QIB, do not submit your Bid after 3.00 p.m. on the QIB Bid/Issue Closing Date;

Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA.
process;

If you are a RII and are using UPI mechanism, do not submit more than one Bid cum Application Form for
each UPI ID;

Do not submit the General Index Register (GIR) number instead of the PAN;

Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID (where applicable) or provide
details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar
to the Offer;

Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for
blocking in the relevant ASBA Account or in the case of Retail Individual Investors Bidding using the UPI
Mechanism, in the UPI-linked bank account where funds for making the Bid are available;

Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid
Amount) at any stage, if you are a QIB or a Non-Institutional Investor. Retail Individual Investors can revise

or withdraw their Bids until the Bid/Issue Closing Date;

Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum
Application Forms in a colour prescribed for another category of Bidder;

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 Bids submitted by Retail Individual Investors using the UPI Mechanism;

Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your
relevant constitutional documents or otherwise;

Do not Bid 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);

Do not submit more than one Bid cum Application Form per ASBA Account. If you are a Retail Individual
Investor Bidding using the UPI Mechanism, do not submit Bids through an SCSB and/or mobile application
and/or UPI handle that is not listed on the website of SEBI;

Do not submit a Bid using UPI ID, if you are not a Retail Individual Investor;

Do not Bid for Equity Shares more than specified by respective Stock Exchanges for each category;

Anchor Investors shall not bid through the ASBA Process;
Do not submit the Bid cum Application Form to any non-SCSB Bank or our Company;

Do not submit a Bid cum Application Form with third party UPI ID or using a third party bank account (in
case of Bids submitted by Retail Individual Investors using the UPI Mechanism); and

Do not bid if you are an OCB

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not
complied with.

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 Bidder shall be compensated at a uniform
rate of 100 per day or 15% per annum of the Bid Amount, whichever is higher from the date on which the request
for cancellation/ withdrawal/ deletion is placed in the Stock Exchanges bidding platform until the date on which
the amounts are unblocked (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

through the UPI Mechanism), the Bidder shall be compensated at a uniform rate 7100 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 Bid Amount, the Bidder 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 Bids, exceeding four Working
Days from the Bid/Issue Closing Date, the Bidder shall be compensated at a uniform rate of 7100 per day or 15%
per annum of the Bid Amount, whichever is higher for the entire duration of delay exceeding four Working Days
from the Bid/ Issue Closing Date by the SCSB responsible for causing such delay in unblocking. The BRLM shall
be liable for compensating the Bidder at a uniform rate of 7100 per day or 15% per annum of the Bid Amount,
whichever is higher from the date of receipt of the Investor grievance until the date on which the blocked amounts
are unblocked.

For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information
Document.

Further, helpline details of the BRLM pursuant to the SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March
16, 2021 are set forth in the table below:

 

S. No. Name of the BRLM E-mail

 

L CORPORATE CAPITALVENTURES PRIVATE LIMITED K
B1/E13, First Floor, Mohan Co-operative Industrial Estate,
Mathura Road, New Delhi — 110044,
Tel: +91 11 - 41704066;
Fax: +91 11 - 41704066
Website: www.ccvindia.com
SEBI Registration: INM000012276
Validity: Permanent
Contact Person: Mr. Kulbhushan Parashar

 

 

Names of entities responsible for finalising the basis of allotment in a fair and proper manner

The authorised employees of the Designated Stock Exchange, along with the BRLM 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 or as may be prescribed by SEBI from time to time.

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 oversubscription for the purpose of rounding off to make allotment, in
consultation with the Designated Stock Exchange. Further, upon oversubscription, an allotment of not more than
1% of the net offer 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 and Anchor
Investorsshall 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.

For Basis of Allotment to Anchor Investors, Bidders/Applicants may refer to the Red Herring Prospectus or this
Prospectus.

Allotment Procedure and Basis of Allotment

The Allotment of Equity Shares to Bidders/Applicants other than Retail Individual Bidders and Anchor Investors
may be on proportionate basis. No Retail Individual Bidder will be allotted less than the minimum Bid Lot subject

317
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

to availability of shares in Retail Individual Bidder Category and the remaining available shares, if any will be
Allotted on a proportionate basis. The Issuer is required to receive a minimum subscription of 90% of the Issue.

Allotment to RIBs

Bids received from the RIBs at or above the Issue Price may be grouped together to determine the total demand
under this category. If the aggregate demand in this category is less than or equal to the Retail Portion at or above
the Issue Price, full Allotment may be made to the RIBs to the extent of the valid Bids. If the aggregate demand
in this category is greater than the allocation to in the Retail Portion at or above the Issue Price, then the maximum
number of RIBs who can be Allotted the minimum Bid Lot will be computed by dividing the total number of
Equity Shares available for Allotment to RIBs by the minimum Bid Lot (“Maximum RIB Allottees”).

The Allotment to the RIBs will then be made in the following manner:

1. In the event the number of RIBs who have submitted valid Bids in the Issue is equal to or less than Maximum
RIB Allottees, (i) all such RIBs shall be Allotted the minimum Bid Lot; and (ii) the balance available Equity
Shares, if any, remaining in the Retail Portion shall be Allotted on a proportionate basis to the RIBs who
have received Allotment as per (i) above for the balance demand of the Equity Shares Bid by them (i.e. who
have Bid for more than the minimum Bid Lot).

2. In the event the number of RIBs who have submitted valid Bids in the Issue is more than Maximum RIB
Allottees, the RIBs (in that category) who will then be Allotted minimum Bid Lot shall be determined on
the basis of draw of lots.

Allotment to NIBs

Bids received from NIBs at or above the Issue Price may be grouped together to determine the total demand under
this category. The Allotment to all successful NIBs may be made at or above the Issue Price. If the aggregate
demand in this category is less than or equal to the Non-Institutional Category at or above the Issue Price, full
Allotment may be made to NIBs to the extent of their demand. In case the aggregate demand in this category is
greater than the Non-Institutional Category at or above the Issue Price, Allotment may be made on a proportionate
basis up to a minimum of the Non-Institutional Category.

Allotment to QIBs

For the Basis of Allotment to Anchor Investors, Bidders/Applicants may refer to the SEBI ICDR Regulations,
2018, this Draft Red Herring Prospectus or this Prospectus. Bids received from QIBs Bidding in the QIB Portion
(net of Anchor Portion) at or above the Issue Price may be grouped together to determine the total demand under
this category. The QIB Portion may be available for Allotment to QIBs who have Bid at a price that is equal to or
greater than the Issue Price. Allotment may be undertaken in the following manner:

1. In the first instance allocation to Mutual Funds for up to 5% of the QIB Portion may be determined as
follows: (i) In the event that Bids by Mutual Fund exceeds 5% of the QIB Portion, allocation to Mutual
Funds may be done on a proportionate basis for up to 5% of the QIB Portion; (ii) In the event that the
aggregate demand from Mutual Funds is less than 5% of the QIB Portion then all Mutual Funds may get full
Allotment to the extent of valid Bids received above the Issue Price; and (iii) Equity Shares remaining
unsubscribed, if any and not allocated to Mutual Funds may be available for Allotment to all QIBs;

2. In the second instance, Allotment to all QIBs may be determined as follows: (i) In the event of
oversubscription in the QIB Portion, all QIBs who have submitted Bids above the Issue Price may be Allotted
Equity Shares on a proportionate basis for up to 95% of the QIB Portion; (ii) Mutual Funds, who have
received allocation as per (a) above, for less than the number of Equity Shares Bid for by them, are eligible
to receive Equity Shares on a proportionate basis along with other QIBs; and (iii) Undersubscription below
5% of the QIB Portion, if any, from Mutual Funds, may be included for allocation to the remaining QIBs on
a proportionate basis.
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Allotment to Anchor Investor (if applicable)

(a) Allocation of Equity Shares to Anchor Investors at the Anchor Investor Issue Price will be at the discretion of
our Company in consultation with the Book Running Lead Manager, subject to compliance with the following
requirements:

i. not more than 60 % of the QIB Portion will be allocated to Anchor Investors;

ii. one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids
being received from domestic Mutual Funds at or above the price at which allocation was done to other
Anchor Investors; and

iii. allocation to Anchor Investors shall be on a discretionary basis and subject to:
* amaximum number of two Anchor Investors for allocation up to = 1,000 lakhs;

+ a minimum number of two Anchor Investors and maximum number of 15 Anchor Investors for
allocation of more than % 1,000 lakhs and up to 225,000 lakhs subject to minimum Allotment of =
500 lakhs per such Anchor Investor; and

+ a minimum number of five Anchor Investors and maximum number of 15 Anchor Investors for
allocation more than 225,000 lakhs, and an additional 10 Anchor Investors for every additional
225,000 lakhs or part thereof, subject to minimum Allotment of % 500 lakhs per such Anchor Investor.

(b) An Anchor Investor shall make an application of a value of at least % 1,000 lakhs in the Issue.

(c) A physical book is prepared by the Registrar on the basis of the Anchor Investor Application Forms received
from Anchor Investors. Based on the physical book and at the discretion of our Company in consultation with
the Book Running Lead Manager, selected Anchor Investors will be sent a CAN and if required, a revised
CAN.

(d) In the event that the Issue Price is higher than the Anchor Investor Issue Price, Anchor Investors will be sent
a revised CAN within one day of the Pricing Date indicating the number of Equity Shares allocated to such
Anchor Investor and the pay-in date for payment of the balance amount. Anchor Investors are then required
to pay any additional amounts, being the difference between the Issue Price and the Anchor Investor Issue
Price, as indicated in the revised CAN within the pay-in date referred to in the revised CAN. Thereafter, the
Allotment Advice will be issued to such Anchor Investors.

In the event the Issue Price is lower than the Anchor Investor Issue Price, Anchor Investors who have been Allotted
Equity Shares will directly receive Allotment Advice.Basis of allotment for QIBs (other than Anchor
Investors), NIBs and Reserved Category in case of over-subscribed issue

In the event of the Issue being over-subscribed, our Company, in consultation with the BRLM may finalise the
Basis of Allotment with the approval of the Designated Stock Exchange in accordance with the SEBI ICDR
Regulations.

The allocation may be made in marketable lots, on a proportionate basis as explained below:
(a) Bidders may be categorized according to the number of Equity Shares applied for;

(b) The total number of Equity Shares to be Allotted to each category as a whole may be arrived at on a
proportionate basis, which is the total number of Equity Shares applied for in that category (number of Bidders
in the category multiplied by the number of Equity Shares applied for) multiplied by the inverse of the over-
subscription ratio;

(c) The number of Equity Shares to be Allotted to the successful Bidders may be arrived at on a proportionate
basis, which is total number of Equity Shares applied for by each Bidder in that category multiplied by the
inverse of the over-subscription ratio;
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

(d) In all Bids where the proportionate Allotment is less than the minimum Bid Lot decided per Bidder, the
Allotment may be made as follows: the successful Bidders out of the total Bidders for a category may be
determined by a draw of lots in a manner such that the total number of Equity Shares Allotted in that category
is equal to the number of Equity Shares calculated in accordance with (b) above; and each successful Bidder
may be Allotted a minimum of such Equity Shares equal to the minimum Bid Lot finalised by the Issuer;

(e) If the proportionate Allotment to a Bidder is a number that is more than the minimum Bid Lot but is not a
multiple of one (which is the marketable lot), the decimal may be rounded off to the higher whole number if
that decimal is 0.5 or higher. If that number is lower than 0.5 it may be rounded off to the lower whole number.
Allotment to all Bidders in such categories may be arrived at after such rounding off; and

(f) Ifthe Equity Shares allocated on a proportionate basis to any category are more than the Equity Shares Allotted
to the Bidders in that category, the remaining Equity Shares available for Allotment may be first adjusted
against any other category, where the Allotted Equity Shares are not sufficient for proportionate Allotment to
the successful Bidders in that category. The balance Equity Shares, if any, remaining after such adjustment
may be added to the category comprising Bidders applying for minimum number of Equity Shares.

Designated Date and Allotment of Equity Shares

(a) Designated Date: On the Designated Date, the Escrow Collection Banks shall transfer the funds represented
by allocation of Equity Shares to Anchor Investors from the Escrow Account, as per the terms of the Escrow
Agreement, into the Public Issue Account with the Banker to the Issue. The balance amount after transfer to
the Public Issue Account shall be transferred to the Refund Account. Payments of refund to the Bidders
applying in the Anchor Investor Portion shall be made from the Refund Account as per the terms of the Escrow
Agreement and the Prospectus. On the Designated Date, the Registrar to the Issue shall instruct the SCSBs to
transfer funds represented by allocation of Equity Shares from ASBA Accounts into the Public Issue Account.

(

Issuance of Allotment Advice: 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/Applicants 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/Applicants who have been Allotted Equity Shares in the Issue.

(c) The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable contract.

(d

Issuer will ensure that: (i) the Allotment of Equity Shares; and (ii) credit of Equity Shares to the successful
Bidders’/Applicants’ Depository Account will be completed within 6 (six) Working Days of the Bid/Issue
Closing Date.

Our Company shall ensure that “at par” facility is provided for encashment of refund orders for applications other
than Application Supported by Blocked Amount process.

Payment into Escrow Account for Anchor Investors

Our Company in consultation with the BRLM, in its absolute discretion, will decide the list of Anchor Investors
to whom the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their
respective names will be notified to such Anchor Investors. For Anchor Investors, the payment instruments for
payment into the Escrow Account should be drawn in favour of:

(a) In case of resident Anchor Investors: “UMA EXPORTS LIMITED ANCHOR RESIDENT ACCOUNT”

(b) In case of Non-Resident Anchor Investors: “UMA EXPORTS LIMITED ANCHOR NON-RESIDENT
ACCOUNT”

320
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as
an arrangement between our Company, the Syndicate, the Escrow Collection Bank and the Registrar to the Issue
to facilitate collections of Bid amounts from Anchor Investors.

Depository Arrangements

The Allotment of the Equity Shares in the Issue shall be only in a dematerialised form, (i.e., not in the form of
physical certificates but be fungible and be represented by the statement issued through the electronic mode). In
this context, tripartite agreements had been signed among the Company, the respective Depositories and the
Registrar to the Issue:

= Agreement dated September 04, 2021 amongst NSDL, the Company and Registrar to the Issue.
= Agreement dated July 3, 2021 amongst CDSL, the Company and Registrar to the Issue.

The above information is given for the benefit of the Bidders/Applicants. Our Company and the BRLM are
not liable for any amendments or modification or changes in applicable laws or regulations, which may
occur after the date of this Prospectus. Bidders/Applicants are advised to make their independent
investigations and ensure that the number of Equity Shares bid for do not exceed the prescribed limits
under applicable laws or regulations.

Undertakings by our Company
Our Company undertakes the following:

1. Adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders and
Anchor Investor Application Forms from Anchor Investors;

2. The complaints received in respect of the Issue shall be attended to by our Company expeditiously and
satisfactorily;

3. 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 6 (six) Working Days of the
Bid/Issue Closing Date or such other period as may be prescribed by SEBI;

4. If 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 ICDR Regulations and applicable law for the delayed period;

5. The funds required for making refunds/ unblocking to unsuccessful applicants as per the mode(s) disclosed
shall be made available to the Registrar to the Issue by our Company;

6. Where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the applicant within the time prescribed under applicable law, giving details
of the bank where refunds shall be credited along with amount and expected date of electronic credit of
refund;

7. Promoters’ contribution, if any, shall be brought in advance before the Bid/Issue Opening Date.

8. The Allotment advice/ refund confirmation to Eligible NRIs shall be dispatched within specified time, subject
to availability of postal services in India;

9. That, except for the Pre-IPO Placement (if any) no further issue of the Equity Shares shall be made till the
Equity Shares offered through the Draft Red Herring Prospectus or this Prospectus are listed or until the Bid
monies are unblocked in ASBA Account/refunded on account of non-listing, under-subscription, etc.;

10. If our Company does not proceed with the Issue after the Bid/Issue Closing Date, the reason thereof shall be
given by our Company as a public notice within 2 (two) days of the Bid/Issue Closing Date. The public notice
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

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;

11. If our Company, withdraws the issue at any stage including after closure of bidding, our Company shall be
required to file a fresh draft offer document with the Board, in the event our Company subsequently decides
to proceed with the Issue; and

12. Our Company shall not have recourse to the Net Proceeds until the final approval for listing and trading of
the Equity Shares from all the Stock Exchanges where listing is sought has been received.

Filing

A copy of the DRHP dated September 25, 2021 was submitted to SEBI by way of an e-mail at cfddil@sebi.gov.in
in accordance with the instructions issued by the SEBI through its circular dated March 27, 2020, in relation to
“Easing of Operational Procedure — Division of Issues and Listing - CFD” and has been filed with SEBI

electronically on the SEBI intermediary portal at https://siportal.sebi.gov.in, in accordance with SEBI circular
bearing reference SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018.

A copy of the Red Herring Prospectus, along with the material contracts and documents were filed under Section
32 of the Companies Act, 2013 with the RoC, and a copy of the Prospectus shall be filed with the RoC at its office

located at Nizam Palace, 2nd MSO Building, 2nd Floor, 234/4, A.J.C.B. Road, Kolkata — 700 020, West Bengal,
as required under Sections 26 32 of the Companies Act, 2013 and through the electronic portal at

http://www.mca.gov.in/mcafoportal/loginvalidateuser.do
Utilization of Issue Proceeds

Our Board of Directors certifies that:

e 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;

© Details of all monies utilised out of the Issue shall be disclosed, and continue to be disclosed till the time any
part of the Issue proceeds remains unutilised, under an appropriate head in the balance sheet of our Company
indicating the purpose for which such monies have been utilised; and

© Details of all unutilised monies out of the Fresh Issue, if any, shall be disclosed under an appropriate separate
head in the balance sheet indicating the form in which such unutilised monies have been invested.

The remainder of this page has been intentionally left blank

322
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

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. The Union Cabinet, as provided in the Cabinet Press Release dated May 24, 2017,
has given its approval for phasing out the FIPB. Accordingly, the process for foreign direct investment (“FDI”)
and approval from the Government of India will now be handled by the concerned ministries or departments, in
consultation with the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,
Government of India (“DIPP”), Ministry of Finance, Department of Economic Affairs, FIPB section, through a
memorandum dated June 5, 2017 has notified the specific ministries handling relevant sectors.

The Government has, from time to time, made policy pronouncements on FDI through press notes and press
releases. The DIPP issued the Consolidated FDI Policy Circular of 2017 (“FDI Circular 2017”), which, with
effect from August 28, 2017, consolidated and superseded 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, FDI Circular 2017 will be valid
until the DIPP issues an updated circular. The DIPP issued the Standard Operating Procedure (“SOP”) for
Processing FDI Proposals on June 29, 2017, provides a list of the competent authorities for granting approval for
foreign investment for sectors/activities requiring Government approval. For sectors or activities that are currently
under automatic route but which required Government approval earlier as per the extant policy during the relevant
period, the concerned Administrative Ministry/Department shall act as the competent authority (the “Competent
Authority”) for the grant of post-facto approval for foreign investment. In circumstances where there is a doubt
as to which department shall act as the competent authority, DIPP shall identify the Competent Authority. Further
as per the Press Note No. 3 of 2020 dated April 17, 2020 issued by the DIPP, has amended the FDI Policy to
include restrictions on entities belonging to 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, where they can invest only
under the Government route. Further, a citizen of Pakistan or an entity incorporated in Pakistan can invest, only
under the Government route, in sectors/ activities other than defence, space, atomic energy and sectors/activities
prohibited for foreign investment.

As per current foreign investment policies, the transfer of shares between an Indian resident and a non-resident
does not require the prior approval of the RBI, provided that (i) the activities of the investee company are under
the automatic route under the foreign direct investment policy and FEMA and transfer does not attract provisions
of the Takeover Regulations; (ii) the non-resident shareholding is within the sectoral limits under the FDI policy;
and (iii) the pricing is in accordance with guidelines prescribed by SEBI / RBI. The Union Cabinet, as provided
in the Cabinet Press Release dated May 24, 2017, has given its approval for phasing out the FIPB and accordingly,
the process for FDI and its approval from the Government of India will now be handled by the relevant ministries
or departments, in consultation with the DIPP.

 

As per the existing policy of the Government of India, OCBs cannot participate in this Issue. The above
information is given for the benefit of the Bidders. Our Company and the BRLM are not liable for any amendments
or modification or changes in applicable laws or regulations, which may occur after the date of this Prospectus.
Bidders are advised to make their independent investigations and ensure that the number of Equity Shares Bid for
do not exceed the applicable limits under laws or regulations.

The Equity Shares have not been and will not be registered under the Securities Act, or the securities laws
of any state of the United States and may not be offered or sold within the United States, except pursuant
to exemption from, or in a transaction not subject to, the registration requirements of the Securities Act
and applicable state securities laws. 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. The above information is given for the benefit of the Bidders. Our Company and the BRLM.
are not liable for any amendments or modification or changes in applicable laws or regulations, which may
occur after the date of this RHP. Bidders are advised to make their independent investigations and ensure
that the Applications are not in violation of laws or regulations applicable to them.

323
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

SECTION VIII- DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF
ASSOCIATION

Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of
Association of our Company. Pursuant to Schedule I of the Companies Act, 2013 and the SEBI ICDR Regulations,

the main provisions of the Articles of Association of our Company are detailed below:

 

Article
No.

Articles

Particulars

 

1.

Table F Applicable.

No regulation contained in Table “F” in the First Schedule to Companies Act,
2013 shall apply to this Company but the regulations for the Management of
the Company and for the observance of the Members thereof and their
representatives shall be as set out in the relevant provisions of the Companies
Act, 2013 and subject to any exercise of the statutory powers of the Company
with reference to the repeal or alteration of or addition to its regulations by
Special Resolution as prescribed by the said Companies Act, 2013 be such
as are contained in these Articles unless the same are repugnant or contrary
to the provisions of the Companies Act, 2013 or any amendment thereto.

 

CAPITAL

 

Authorized Capital.

The Authorized Share Capital of the Company shall be such amount as may
be mentioned in Clause V of Memorandum of Association of the Company
from time to time.

 

Increase of capital by the
Company how carried into
effect

The Company may in General Meeting from time to time by Ordinary
Resolution increase its capital by creation of new Shares which may be
unclassified and may be classified at the time of issue in one or more classes
and of such amount or amounts as may be deemed expedient. The new Shares
shall be issued upon such terms and conditions and with such rights and
privileges annexed thereto as the resolution shall prescribe and in particular,
such Shares may be issued with a preferential or qualified right to dividends
and in the distribution of assets of the Company and with a right of voting at
General Meeting of the Company in conformity with Section 47 of the Act.
Whenever the capital of the Company has been increased under the
provisions of this Article the Directors shall comply with the provisions of
Section 64 of the Act.

 

‘New Capital same as existing
capital

Except so far as otherwise provided by the conditions of issue or by these
Presents, any capital raised by the creation of new Shares shall be considered
as part of the existing capital, and shall be subject to the provisions herein
contained, with reference to the payment of calls and installments, forfeiture,
lien, surrender, transfer and transmission, voting and otherwise.

 

Non-Voting Shares

The Board shall have the power to issue a part of authorized capital by way
of non-voting Shares at price(s) premia, dividends, eligibility, volume,
quantum, proportion and other terms and conditions as they deem fit, subject
however to provisions of law, rules, regulations, notifications and
enforceable guidelines for the time being in force.

 

Redeemable Preference

Shares

Subject to the provisions of the Act and these Articles, the Board of Directors
may issue redeemable preference shares to such persons, on such terms and
conditions and at such times as Directors think fit either at premium or at par,
and with full power to give any person the option to call for or be allotted
shares of the company either at premium or at par, such option being
exercisable at such times and for such consideration as the Board thinks fit.

 

Voting rights of preference
shares

The holder of Preference Shares shall have a right to vote only on
Resolutions, which directly affect the rights attached to his Preference
Shares.

 

 

 

Provisions to apply on issue of
Redeemable Preference
Shares

 

On the issue of redeemable preference shares under the provisions of Article

7 hereof , the following provisions-shall take effect:

(a) _Nosuch Shares shall be redeemed except out of profits of which would
otherwise be available for dividend or out of proceeds of a fresh issue
of shares made for the purpose of the redemption;

(b) No such Shares shall be redeemed unless they are fully paid;

(c) Subject to section 55(2)(d)(i) the premium, if any payable on
redemption shall have been provided for out of the profits of the
Company or out of the Company's security premium account, before
the Shares are redeemed;

(d) Where any such Shares are redeemed otherwise then out of the
proceeds of a fresh issue, there shall out of profits which would

 

324

 
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

Article
No.

Articles

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otherwise have been available for dividend, be transferred to a reserve
fund, to be called "the Capital Redemption Reserve Account", a sum
equal to the nominal amount of the Shares redeemed, and the
provisions of the Act relating to the reduction of the share capital of
the Company shall, except as provided in Section 55of the Act apply
as if the Capital Redemption Reserve Account were paid-up share
capital of the Company; and

(e) Subject to the provisions of Section 55 of the Act, the redemption of
preference shares hereunder may be effected in accordance with the
terms and conditions of their issue and in the absence of any specific
terms and conditions in that behalf, in such manner as the Directors
may think fit. The reduction of Preference Shares under the provisions
by the Company shall not be taken as reducing the amount of its
Authorized Share Capital

 

10.

Reduction of capital

The Company may (subject to the provisions of sections 52, 55, 66, both
inclusive, and other applicable provisions, if any, of the Act) from time to
time by Special Resolution reduce

(a) _ the share capital;

(b) any capital redemption reserve account; or

(©) any security premium account

In any manner for the time being, authorized by law and in particular capital
may be paid off on the footing that it may be called up again or otherwise.
This Article is not to derogate from any power the Company would have, if
it were omitted.

 

11.

Debentures

‘Any debentures, debenture-stock or other securities may be issued at a
discount, premium or otherwise and may be issued on condition that they
shall be convertible into shares of any denomination and with any privileges
and conditions as to redemption, surrender, drawing, allotment of shares,
attending (but not voting) at the General Meeting, appointment of Directors
and otherwise. Debentures with the right to conversion into or allotment of
shares shall be issued only with the consent of the Company in the General
Meeting by a Special Resolution.

 

12.

Issue of Sweat Equity Shares

The Company may exercise the powers of issuing sweat equity shares
conferred by Section 54 of the Act of a class of shares already issued subject
to such conditions as may be specified in that sections and rules framed
thereunder.

 

13.

ESOP

The Company may issue shares to Employees including its Directors other
than independent directors and such other persons as the rules may allow,
under Employee Stock Option Scheme (ESOP) or any other scheme, if
authorized by a Special Resolution of the Company in general meeting
subject to the provisions of the Act, the Rules and applicable guidelines made
there under, by whatever name called.

 

14,

Buy Back of shares

Notwithstanding anything contained in these articles but subject to the
provisions of sections 68 to 70 and any other applicable provision of the Act
or any other law for the time being in force, the company may purchase its
own shares or other specified securities.

 

15.

Consolidation, Sub-Division

And Cancellation

Subject to the provisions of Section 61 of the Act, the Company in general
meeting may, from time to time, sub-divide or consolidate all or any of the
share capital into shares of larger amount than its existing share or sub-divide
its shares, or any of them into shares of smaller amount than is fixed by the
Memorandum; subject nevertheless, to the provisions of clause (d) of sub-
section (1) of Section 61; Subject as aforesaid the Company in general
meeting may also cancel shares which have not been taken or agreed to be
taken by any person and diminish the amount of its share capital by the
amount of the shares so cancelled.

 

16.

Issue of Depository Receipts

Subject to compliance with applicable provision of the Act and rules framed
thereunder the company shall have power to issue depository receipts in any
foreign country.

 

17.

Issue of Securities

Subject to compliance with applicable provision of the Act and rules framed
thereunder the company shall have power to issue any kind of securities as
permitted to be issued under the Act and rules framed thereunder.

 

MODIFICATION OF CLASS RIGHTS

 

 

18.

 

Modification of rights

 

(a) Ifat any time the share capital, by reason of the issue of Preference Shares
or otherwise is divided into different classes of shares, all or any of the rights

 

 

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privileges attached to any class (unless otherwise provided by the terms of
issue of the shares of the class) may, subject to the provisions of Section 48
of the Act and whether or not the Company is being wound-up, be varied,
modified or dealt, with the consent in writing of the holders of not less than
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. The provisions of these Articles relating to general
meetings shall mutatis mutandis apply to every such separate class of
meeting.

Provided that if variation by one class of shareholders affects the rights of
any other class of shareholders, the consent of three-fourths of such other
class of shareholders shall also be obtained and the provisions of this section
shall apply to such variation,

 

New Issue of Shares not to
affect rights attached to
existing shares of that class.

(b) The rights conferred upon the holders of the Shares including Preference
Share, if any) of any class issued with preferred or other rights or privileges
shall, unless otherwise expressly provided by the terms of the issue of shares
of that class, be deemed not to be modified, commuted, affected, abrogated,
dealt with or varied by the creation or issue of further shares ranking pari
passu therewith.

 

19.

Shares at the disposal of the
Directors.

Subject to the provisions of Section 62 of the Act and these Articles, the
shares in the capital of the company for the time being shall be under the
control of the Directors who may issue, allot or otherwise dispose of the same
or any of them to such persons, in such proportion and on such terms and
conditions and either at a premium or at par and at such time as they may
from time to time think fit and with the sanction of the company in the
General Meeting to give to any person or persons the option or right to call
for any shares either at par or premium during such time and for such
consideration as the Directors think fit, and may issue and allot shares in the
capital of the company on payment in full or part of any property sold and
transferred or for any services rendered to the company in the conduct of its
business and any shares which may so be allotted may be issued as fully paid
up shares and if so issued, shall be deemed to be fully paid shares.

 

20.

Power to issue shares on
preferential basis.

‘The Company may issue shares or other securities in any manner whatsoever
including by way of a preferential offer, to any persons whether or not those
persons include the persons referred to in clause (a) or clause (b) of sub-
section (1) of section 62 subject to compliance with section 42 and 62 of the
Act and rules framed thereunder.

 

21,

Shares should be Numbered
progressively and no share to
be subdivided.

The shares in the capital shall be numbered progressively according to their
several denominations, and except in the manner hereinbefore mentioned no
share shall be sub-divided. Every forfeited or surrendered share shall
continue to bear the number by which the same was originally distinguished.

 

22.

‘Acceptance of Shares.

‘An application signed by or on behalf of an applicant for shares in the
Company, followed by an allotment of any shares therein, shall be an
acceptance of shares within the meaning of these Articles, and every person
who thus or otherwise accepts any shares and whose name is on the Register
shall for the purposes of these Articles, be a Member.

 

23.

Directors may allot shares as
full paid-up

Subject to the provisions of the Act and these Articles, the Directors may
allot and issue shares in the Capital of the Company as payment or part
payment for any property (including goodwill of any business) sold or
transferred, goods or machinery supplied or for services rendered to the
Company either in or about the formation or promotion of the Company or
the conduct of its business and any shares which may be so allotted may be
issued as fully paid-up or partly paid-up otherwise than in cash, and if so
issued, shall be deemed to be fully paid-up or partly paid-up shares as
aforesaid,

 

24,

Deposit and call etcto be a
debt payable immediately.

‘The money (if any) which the Board shall on the allotment of any shares
being made by them, require or direct to be paid by way of deposit, call or
otherwise, in respect of any shares allotted by them shall become a debt due
to and recoverable by the Company from the allottee thereof, and shall be
paid by him, accordingly.

 

 

25.

 

Liability of Members.

 

Every Member, or his heirs, executors, administrators, or legal
representatives, shall pay to the Company the portion of the Capital
represented by his share or shares which may, for the time being, remain

 

 

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unpaid thereon, in such amounts at such time or times, and in such manner
as the Board shall, from time to time in accordance with the Company's
regulations, require on date fixed for the payment thereof.

 

26.

Registration of Shares.

Shares may be registered in the name of any limited company or other
corporate body but not in the name of a firm, an insolvent person or a person
of unsound mind.

 

RETURN ON ALLOTMENTS TO BE MADE OR RESTRICTIONS ON ALLOTMENT

 

27.

The Board shall observe the restrictions as regards allotment of shares to the
public, and as regards return on allotments contained in Sections 39 of the
Act

 

CERTIFICATES

 

28.

Share Certificates.

(a) Every member shall be entitled, without payment, to one or more
certificates in marketable lots, for all the shares of each class or
denomination registered in his name, or if the Directors so approve
(upon paying such fee as provided in the relevant laws) to several
certificates, each for one or more of such shares and the company shall
complete and have ready for delivery such certificates within two
months from the date of allotment, unless the conditions of issue
thereof otherwise provide, or within one month of the receipt of
application for registration of transfer, transmission, sub-division,
consolidation or renewal of any of its shares as the case may be. Every
certificate of shares shall be under the seal of the company and shall
specify the number and distinctive numbers of shares in respect of
which it is issued and amount paid-up thereon and shall be in such form
as the directors may prescribe or approve, provided that in respect of a
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
of shares to one of several joint holders shall be sufficient delivery to
all such holder. Such certificate shall be issued only in pursuance of a
resolution passed by the Board and on surrender to the Company of its
letter of allotment or its fractional coupons of requisite value, save in
cases of issues against letter of acceptance or of renunciation or in cases
of issue of bonus shares. Every such certificate shall be issued under
the seal of the Company, which shall be affixed in the presence of two
Directors or persons acting on behalf of the Directors under a duly
registered power of attorney and the Secretary or some other person
appointed by the Board for the purpose and two Directors or their
attorneys and the Secretary or other person shall sign the share
certificate, provided that if the composition of the Board permits of it,
at least one of the aforesaid two Directors shall be a person other than
a Managing or whole-time Director. Particulars of every share
certificate issued shall be entered in the Register of Members against
the name of the person, to whom it has been issued, indicating the date
of issue.

(b) Any two or more joint allottees of shares shall, for the purpose of this
Article, be treated as a single member, and the certificate of any shares
which may be the subject of joint ownership, may be delivered to
anyone of such joint owners on behalf of all of them. For any further
certificate the Board shall be entitled, but shall not be bound, to
prescribe a charge not exceeding Rupees Fifty. The Company shall
comply with the provisions of Section 39 of the Act.

(©) A Director may sign a share certificate by affixing his signature thereon
by means of any machine, equipment or other mechanical means, such
as engraving in metal or lithography, but not by means of a rubber
stamp provided that the Director shall be responsible for the safe
custody of such machine, equipment or other material used for the
purpose.

  

 

 

29.

 

Issue of new certificates in
place of those defaced, lost or

destroyed.

 

If any certificate be worn out, defaced, mutilated or torn or if there be no
further space on the back thereof 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 lost or destroyed then upon proof
thereof to the satisfaction of the company and on execution of such indemnity
as the company deem adequate, being given, a new Certificate in lieu thereof
shall be given to the party entitled to such lost or destroyed Certificate. Every

 

 

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Certificate under the Article shall be issued without payment of fees if the
Directors so decide, or on payment of such fees (not exceeding Rs.50/- for
each certificate) as the Directors shall prescribe. Provided that no fee shall
be charged for issue of new certificates in replacement of those which are
old, defaced or worn out or where there is no further space on the back thereof
for endorsement of transfer.

Provided that notwithstanding what is stated above the Directors shall
comply with such Rules or Regulation or requirements of any Stock
Exchange or the Rules made under the Act or the rules made under Securities
Contracts (Regulation) Act, 1956, or any other Act, or rules applicable in this
behalf.

The provisions of this Article shall mutatis mutandis apply to debentures of
the Company.

 

30.

The first named joint holder
deemed Sole holder.

(a) If any share stands in the names of two or more persons, the person first
named in the Register shall as regard receipts of dividends or bonus or service
of notices and all or any other matter connected with the Company except
voting at meetings, and the transfer of the shares, be deemed sole holder
thereof but the joint-holders of a share shall be severally as well as jointly
liable for the payment of all calls and other payments due in respect of such
share and for all incidentals thereof according to the Company’s regulations.

 

Maximum number of joint
holders.

(b) The Company shall not be bound to register more than three persons as
the joint holders of any share.

 

31.

Company not bound to
recognise any interest in share
other than that of registered
holders.

Except as ordered by a Court of competent jurisdiction or as by law required,
the Company shall not be bound to recognise any equitable, contingent,
future or partial interest in any share, or (except only as is by these Articles
otherwise expressly provided) any right in respect of a share other than an
absolute right thereto, in accordance with these Articles, in the person from
time to time registered as the holder thereof but the Board shall be at liberty
at its sole discretion to register any share in the joint names of any two or
more persons or the survivor or survivors of them.

 

32.

Installment on shares to be
duly paid.

If by the conditions of allotment of any share the whole or part of the amount
or issue price thereof shall be payable by installment, every such installment
shall when due be paid to the Company by the person who for the time being
and from time to time shall be the registered holder of the share or his legal
representative.

 

UNDERWRITING AND BROKERAGE

 

33.

Commission

Subject to the provisions of Section 40 (6) of the Act, the Company may at
any time pay a commission to any person in consideration of his subscribing
or agreeing, to subscribe (whether absolutely or conditionally) for any shares
or debentures in the Company, or procuring, or agreeing to procure
subscriptions (whether absolutely or conditionally) for any shares or
debentures in the Company but so that the commission shall not exceed the
maximum rates laid down by the Act and the rules made in that regard. Such
commission may be satisfied by payment of cash or by allotment of fully or
partly paid shares or partly in one way and partly in the other.

 

34,

Brokerage

‘The Company may pay on any issue of shares and debentures such brokerage
as may be reasonable and lawful.

 

CALLS

 

35.

Directors may make calls

(1) The Board may, from time to time, subject to the terms on which any
shares may have been issued and subject to the conditions of allotment,
by a resolution passed at a meeting of the Board and not by a circular
resolution, make such calls as it thinks fit, upon the Members in respect
of all the moneys unpaid on the shares held by them respectively and
each Member shall pay the amount of every cail so made on him to the
persons and at the time and places appointed by the Board.

(2) Acall may be revoked or postponed at the discretion of the Board.

(3)_A call may be made payable by installments.

 

36.

Notice of Calls

Fifteen days’ notice in writing of any call shall be given by the Company
specifying the time and place of payment, and the person or persons to whom
such call shall be paid.

 

 

37.

 

Calls to date from resolution.

 

A call shall be deemed to have been made at the time when the resolution of
the Board of Directors authorising such call was passed and may be made
payable by the members whose names appear on the Register of Members

 

 

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on such date or at the discretion of the Directors on such subsequent date as
may be fixed by Directors.

 

38.

Calls on uniform basis.

Whenever any calls for further share capital are made on shares, such calls
shall be made on uniform basis on all shares falling under the same class. For
the purposes of this Article shares of the same nominal value of which
different amounts have been paid up shall not be deemed to fall under the
same class.

 

39.

Directors may extend time.

The Board may, from time to time, at its discretion, extend the time fixed for
the payment of any call and may extend such time as to all or any of the
members who on account of the residence at a distance or other cause, which
the Board may deem fairly entitled to such extension, but no member shall
be entitled to such extension save as a matter of grace and favour.

 

40.

Calls to carry interest.

Tf any Member fails to pay any call due from him on the day appointed for
payment thereof, or any such extension thereof as aforesaid, he shall be liable
to pay interest on the same from the day appointed for the payment thereof
to the time of actual payment at such rate as shall from time to time be fixed
by the Board not exceeding 21% per annum but nothing in this Article shall
render it obligatory for the Board to demand or recover any interest from any
such member.

 

41.

Sums deemed to be calls.

If by the terms of issue of any share or otherwise any amount is made payable
at any fixed time or by installments at fixed time (whether on account of the
amount of the share or by way of premium) every such amount or installment
shall be payable as if it were a call duly made by the Directors and of which
due notice has been given and all the provisions herein contained in respect
of calls shall apply to such amount or installment accordingly.

 

42.

Proof on trial of suit for money
due on shares.

On the trial or hearing of any action or suit brought by the Company against
any Member or his representatives for the recovery of any money claimed to
be due to the Company in respect of his shares, if shall be sufficient to prove
that the name of the Member in respect of whose shares the money is sought
to be recovered, appears entered on the Register of Members as the holder,
at or subsequent to the date at which the money is sought to be recovered is
alleged to have become due on the share in respect of which such money is
sought to be recovered in the Minute Books: and that notice of such call was
duly given to the Member or his representatives used in pursuance of these
Articles: and that it shall not be necessary to prove the appointment of the
Directors who made such call, nor that a quorum of Directors was present at
the Board at which any call was made was duly convened or constituted nor
any other matters whatsoever, but the proof of the matters aforesaid shall be
conclusive evidence of the debt.

 

43.

Judgment, decree, _ partial
payment motto proceed for
forfeiture.

 

Neither a judgment nor a decree in favour of the Company for calls or other
moneys due in respect of any shares nor any part payment or satisfaction
thereunder nor the receipt by the Company of a portion of any money which
shall from time to time be due from any Member of the Company in respect
of his shares, 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 forfeiture of
such shares as hereinafter provided.

 

 

44,

 

Payments in Anticipation of
calls may carry interest

 

(a) The Board may, if it thinks fit, receive from any Member willing to
advance the same, all or any part of the amounts of his respective
shares beyond the sums, actually called up and upon the moneys so
paid in advance, or upon so much thereof, from time to time, and at
any time thereafter as exceeds the amount of the calls then made upon
and due in respect of the shares on account of which such advances are
made the Board may pay or allow interest, at such rate as the member
paying the sum in advance and the Board agree upon. The Board may
agree to repay at any time any amount so advanced or may at any time
repay the same upon giving to the Member three months’ notice in
writing: provided that moneys paid in advance of calls on shares may
carry interest but shall not confer a right to dividend or to participate
in profits.

(b) No Member paying any such sum in advance shall be entitled to voting
rights in respect of the moneys so paid by him until the same would
but for such payment become presently payable. The provisions of this

 

 

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Article shall mutatis mutandis apply to calls on debentures issued by
the Company.

 

LIEN

 

45.

Company to have Lien on
shares.

The Company shall have a first and paramount lien upon all the
shares/debentures (other than fully paid-up shares/debentures) registered in
the name of each member (whether solely or jointly with others) and upon
the proceeds of sale thereof for all moneys (whether presently payable or not)
called or payable at a fixed time in respect of such shares/debentures and no
equitable interest in any share shall be created except upon the footing and
condition that this Article will have full effect. And such lien shall extend to
all dividends and bonuses from time to time declared in respect of such
shares/debentures. Unless otherwise agreed the registration of a transfer of
shares/debentures shall operate as a waiver of the Company’s lien if any, on
such shares/debentures. The Directors may at any time declare any
shares/debentures wholly or in part to be exempt from the provisions of this
clause.

 

46.

As to enforcing lien by sale.

For the purpose of enforcing such lien the Directors may sell the shares
subject thereto in such manner as they shall think fit, but no sale shall be
made until such period as aforesaid shall have arrived and until notice in
writing of the intention to sell shall have been served on such member or the
person (if any) entitled by transmission to the shares and default shall have
been made by him in payment, fulfillment of discharge of such debts,
liabilities or engagements for seven days after such notice. To give effect to
any such sale the Board may authorise some person to transfer the shares sold
to the purchaser thereof and purchaser shall be registered as the holder of the
shares comprised in any such transfer. Upon any such sale as the Certificates
in respect of the shares sold shall stand cancelled and become null and void
and of no effect, and the Directors shall be entitled to issue a new Certificate
or Certificates in lieu thereof to the purchaser or purchasers concerned.

 

47.

‘Application of proceeds of
sale.

The net proceeds of any such sale shall be received by the Company and
applied in or towards payment of such part of the amount in respect of which
the lien exists as is presently payable and the residue, if any, shall (subject to
lien for sums 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.

 

FORFEITURE AND SURRENDER OF SHARES

 

48.

If call or installment not paid,
notice may be given.

Tf any Member fails to pay the whole or any part of any call or installment or
any moneys due in respect of any shares either by way of principal or interest
on or before the day appointed for the payment of the same, the Directors
may, at any time thereafter, during such time as the call or installment or any
part thereof or other moneys as aforesaid remains unpaid or a judgment or
decree in respect thereof remains unsatisfied in whole or in part, serve a
notice on such Member or on the person (if any) entitled to the shares by
transmission, requiring him to pay such call or installment of such part
thereof or other moneys as remain unpaid together with any interest that may
have accrued and all reasonable expenses (legal or otherwise) that may have
been accrued by the Company by reason of such non-payment. Provided that
no such shares shall be forfeited if any moneys shall remain unpaid in respect
of any call or installment or any part thereof as aforesaid by reason of the
delay occasioned in payment due to the necessity of complying with the
provisions contained in the relevant exchange control laws or other
applicable laws of India, for the time being in force.

 

49.

Terms of notice.

The notice shall name a day (not being less than fourteen days from the date
of notice) and a place or places on and at which such call or installment and
such interest thereon as the Directors shall determine from the day on which
such call or installment ought to have been paid and expenses as aforesaid
are to be paid.

The notice shall also state that, in the event of the non-payment at or before
the time and at the place or places appointed, the shares in respect of which
the call was made or installment is payable will be liable to be forfeited.

 

 

50.

 

On default of payment, shares
to be forfeited.

 

If the requirements of any such notice as aforesaid shall not be complied with,
every or any share in respect of which such notice has been given, may at
any time thereafter but before payment of all calls or installments, interest
and expenses, due in respect thereof, be forfeited by resolution of the Board
to that effect. Such forfeiture shall include all dividends declared or any other

 

 

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moneys payable in respect of the forfeited share and not actually paid before
the forfeiture.

 

51.

Notice
Member

of forfeiture to a

When any shares have been forfeited, notice of the forfeiture shall be given
to the member in whose name it stood immediately prior to the forfeiture,
and an eniry of the forfeiture, with the date thereof shall forthwith be made
in the Register of Members.

 

52.

Forfeited shares to be
property of the Company and
may be sold etc.

‘Any shares so forfeited, shall be deemed to be the property of the Company
and may be sold, re-allotted, or otherwise disposed of, either to the original
holder thereof or to any other person, upon such terms and in such manner
as the Board in their absolute discretion shall think fit.

 

53.

Members still liable to pay
money owing at time of
forfeiture and interest.

Any Member whose shares have been forfeited shall notwithstanding the
forfeiture, be liable to pay and shall forthwith pay to the Company, on
demand all calls, installments, interest and expenses owing upon or in respect
of such shares at the time of the forfeiture, together with interest thereon from
the time of the forfeiture until payment, at such rate as the Board may
determine and the Board may enforce the payment of the whole or a portion
thereof as if it were a new call made at the date of the forfeiture, but shall not
be under any obligation to do so.

 

54.

Effect of forfeiture.

‘The forfeiture shares shall involve extinction at the time of the forfeiture, of
all interest in all claims and demand against the Company, in respect of the
share and all other rights incidental to the share, except only such of those
rights as by these Articles are expressly saved.

 

55.

Evidence of Forfeiture.

A declaration in writing that the declarant is a Director or Secretary of the
Company and that shares in the Company have been duly forfeited in
accordance with these articles on a date stated in the declaration, shall be
conclusive evidence of the facts therein stated as against all persons claiming
to be entitled to the shares.

 

56.

Title of purchaser and allottee
of Forfeited shares.

‘The Company may receive the consideration, if any, given for the share on
any sale, re-allotment or other disposition thereof and the person to whom
such share is sold, re-allotted or disposed of may be registered as the holder
of the share and he shall not be bound to see to the application of the
consideration: if any, nor shall his title to the share be affected by any
irregularly or invalidity in the proceedings in reference to the forfeiture, sale,
re-allotment or other disposal of the shares.

 

57.

Cancellation of share
certificate in respect of
forfeited shares.

Upon any sale, re-allotment or other disposal under the provisions of the
preceding Article, the certificate or certificates originally issued in respect of
the relative shares shall (unless the same shall on demand by the Company
have been previously surrendered to it by the defaulting member) stand
cancelled and become null and void and of no effect, and the Directors shall
be entitled to issue a duplicate certificate or certificates in respect of the said
shares to the person or persons entitled thereto.

 

58.

Forfeiture may be remitted.

In the meantime and until any share so forfeited shall be sold, re-allotted, or
otherwise dealt with as aforesaid, the forfeiture thereof may, at the discretion
and by a resolution of the Directors, be remitted as a matter of grace and
favour, and not as was owing thereon to the Company at the time of forfeiture
being declared with interest for the same unto the time of the actual payment
thereof if the Directors shall think fit to receive the same, or on any other
terms which the Director may deem reasonable.

 

59.

Validity of sale

Upon any sale after forfeiture or for enforcing a lien in purported exercise of
the powers hereinbefore given, the Board may appoint some person to
execute an instrument of 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 the purchasers shall not be bound to see to the regularity of the
proceedings or to the application of the purchase money, 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 and the remedy of
any person aggrieved by the sale shall be in damages only and against the
Company exclusively.

 

60.

Surrender of shares.

‘The Directors may, subject to the provisions of the Act, accept a surrender of
any share from or by any Member desirous of surrendering on such terms the
Directors may think fit.

 

TRANSFER AND TRANSMISSION OF SHARES.

 

 

61.

 

Execution of the instrument of
shares.

 

(a) _ The instrument of transfer of any share in or debenture of the Company
shall be executed by or on behalf of both the transferor and transferee.

 

 

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(b) The transferor shall be deemed to remain a holder of the share or
debenture until the name of the transferee is entered in the Register of
Members or Register of Debenture holders in respect thereof.

 

62.

Transfer Form.

The instrument of transfer of any share or debenture shall be in writing and
all the provisions of Section 56 and statutory modification thereof including
other applicable provisions of the Act shall be duly complied with in respect
of all transfers of shares or debenture and registration thereof.

The instrument of transfer shall be in a common form approved by the
Exchange;

 

63.

Transfer not to be registered
except. on production of
instrument of transfer.

The Company shall not register a transfer in the Company other than the
transfer between persons both of whose names are entered as holders of
beneficial interest in the records of a depository, unless a proper instrument
of transfer duly stamped and executed by or on behalf of the transferor and
by or on behalf of the transferee and specifying the name, address and
occupation if any, of the transferee, has been delivered to the Company along
with the certificate relating to the shares or if no such share certificate is in
existence along with the letter of allotment of the shares: Provided that
where, on an application in writing made to the Company by the transferee
and bearing the stamp, required for an instrument of transfer, it is proved to
the satisfaction of the Board of Directors that the instrument of transfer
signed by or on behalf of the transferor and by or on behalf of the transferee
has been lost, the Company may register the transfer on such terms as to
indemnity as the Board may think fit, provided further that nothing in this
Article shall prejudice any power of the Company to register as shareholder
any person to whom the right to any shares in the Company has been
transmitted by operation of law.

 

64,

Directors may refuse to

register transfer.

Subject to the provisions of Section 58 of the Act and Section 22A of the
Securities Contracts (Regulation) Act, 1956, the Directors may, decline to
register—

(a) any transfer of shares on which the company has a lien.

That registration of transfer shall however not be refused on the ground of
the transferor being either alone or jointly with any other person or persons
indebted to the Company on any account whatsoever:

 

65.

Notice of refusal to be given to
transferor and transferee.

If the Company refuses to register the transfer of any share or transmission
of any right therein, the Company shall within one month from the date on
which the instrument of transfer or intimation of transmission was lodged
with the Company, send notice of refusal to the transferee and transferor or
to the person giving intimation of the transmission, as the case may be, and
there upon the provisions of Section 56 of the Act or any statutory
modification thereof for the time being in force shall apply.

 

66.

No fee on transfer.

No fee shall be charged for registration of transfer, transmission, Probate,
Succession Certificate and letter of administration, Certificate of Death or
Marriage, Power of Attorney or similar other document with the Company.

 

67.

Closure of Register _ of
Members or debenture holder
or other security holders.

The Board of Directors shall have power on giving not less than seven days
pervious notice in accordance with section 91 and rules made thereunder
close the Register of Members and/or the Register of debentures holders
and/or other security holders at such time or times and for such period or
periods, not exceeding thirty days at a time, and not exceeding in the
aggregate forty five days at a time, and not exceeding in the aggregate forty
five days in each year as it may seem expedient to the Board.

 

68.

Custody of transfer Deeds.

‘The instrument of transfer shall after registration be retained by the Company
and shall remain in its custody. All instruments of transfer which the
Directors may decline to register shall on demand be returned to the persons
depositing the same. The Directors may cause to be destroyed all the transfer
deeds with the Company after such period as they may determine.

 

69.

Application for transfer of
partly paid shares.

Where an application of transfer relates to partly paid shares, the transfer
shall not be registered unless the Company gives notice of the application to
the transferee and the transferee makes no objection to the transfer within
two weeks from the receipt of the notice.

 

 

70.

 

Notice to transferee.

 

For this purpose the notice to the transferee shall be deemed to have been
duly given if it is dispatched by prepaid registered post/speed post/ courier to.
the transferee at the address given in the instrument of transfer and shall be
deemed to have been duly delivered at the time at which it would have been
delivered in the ordinary course of post.

 

 

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71.

Recognition of
representative.

legal

(a) 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 person
recognized by the Company as having any title to his interest in the
shares.

(b) Before recognising any executor or administrator or legal

representative, the Board may require him to obtain a Grant of Probate
or Letters Administration or other legal representation as the case may
be, from some competent court in India.
Provided nevertheless that in any case where the Board in its absolute
discretion thinks fit, it shall be lawful for the Board to dispense with
the production of Probate or letter of Administration or such other
legal representation upon such terms as to indemnity or otherwise, as
the Board in its absolute discretion, may consider adequate

(©) Nothing in clause (a) above shall release the estate of the deceased
joint holder from any liability in respect of any share which had been
jointly held by him with other persons.

 

72.

Titles of Shares of deceased
Member

The Executors or Administrators of a deceased Member or holders of a
Succession Certificate or the Legal Representatives in respect of the Shares
of a deceased Member (not being one of two or more joint holders) shall be
the only persons recognized by the Company as having any title to the Shares
registered in the name of such Members, and the Company shall not be bound
to recognize such Executors or Administrators or holders of Succession
Certificate or the Legal Representative unless such Executors or
Administrators or Legal Representative shall have first obtained Probate or
Letters of Administration or Succession Certificate as the case may be from
a duly constituted Court in the Union of India provided that in any case where
the Board of Directors in its absolute discretion thinks fit, the Board upon
such terms as to indemnity or otherwise as the Directors may deem proper
dispense with production of Probate or Letters of Administration or
Succession Certificate and register Shares standing in the name of a deceased
Member, as a Member. However, provisions of this Article are subject to
Sections 72of the Companies Act.

 

73.

Notice of application when to
be given

Where, in case of partly paid Shares, an application for registration is made
by the transferor, the Company shall give notice of the application to the
transferee in accordance with the provisions of Section 56 of the Act.

 

74.

Registration of persons
entitled to share otherwise
than by transfer.
(transmission clause).

Subject to the provisions of the Act and these Articles, any person becoming
entitled to any share in consequence of the death, lunacy, bankruptcy,
insolvency of any member or by any lawful means other than by a transfer in
accordance with these presents, may, with the consent of the Directors
(which they shall not be under any obligation to give) upon producing such
evidence that he sustains the character in respect of which he proposes to act
under this Article or of this title as the Director shall require either be
registered as member in respect of such shares or elect to have some person
nominated by him and approved by the Directors registered as Member in
respect of such shares; provided nevertheless that if such person shall elect
to have his nominee registered he shall testify his election by executing in
favour of his nominee an instrument of transfer in accordance so he shall not
be freed from any liability in respect of such shares. This clause is hereinafter
referred to as the ‘Transmission Clause’.

 

75.

Refusal to register nominee.

  

Subject to the provisions of the Act and these Articles, the Directors shall
have the same right to refuse or suspend register a person entitled by the
transmission to any shares or his nominee as if he were the transferee named
in an ordinary transfer presented for registration.

 

76.

Board may require evidence of
transmission.

Every transmission of a share shall be verified in such manner as the
Directors may require and the Company may refuse to register any such
transmission until the same be so verified or until or unless an indemnity be
given to the Company with regard to such registration which the Directors at
their discretion shall consider sufficient, provided nevertheless that there
shall not be any obligation on the Company or the Directors to accept any
indemnity.

 

 

77.

 

Company not liable for
disregard of _a__ notice

 

The Company shall incur no liability or responsibility whatsoever in
consequence of its registering or giving effect to any transfer of shares made,

 

 

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prohibiting registration of
transfer.

oF purporting to be made by any apparent legal owner thereof (as shown or
appearing in the Register or Members) to the prejudice of persons having or
claiming any equitable right, title or interest to or in the same shares
notwithstanding that the Company may have had notice of such equitable
right, title or interest or notice prohibiting registration of such transfer, and
may have entered such notice or referred thereto in any book of the Company
and the Company shall not be bound or require to regard or attend or give
effect to any notice which may be given to them of any equitable right, title
or interest, or be under any liability whatsoever for refusing or neglecting so
to do though it may have been entered or referred to in some book of the
Company but the Company shall nevertheless be at liberty to regard and
attend to any such notice and give effect thereto, if the Directors shall so
think fit.

 

78.

Form of transfer Outside
India.

In the case of any share registered in any register maintained outside India
the instrument of transfer shall be in a form recognized by the law of the
place where the register is maintained but subject thereto shall be as near to
the form prescribed in Form no, SH-4 hereof as circumstances permit,

 

79.

No transfer to insolvent etc.

No transfer shall be made to any minor, insolvent or person of unsound mind.

 

NOMINATION

 

80.

Nomination

i) Notwithstanding anything contained in the articles, every holder of
securities of the Company may, at any time, nominate a person in
whom his/her securities shall vest in the event of his/her death and the
provisions of Section 72 of the Companies Act, 2013shall apply in
respect of such nomination.

ii) No person shall be recognized by the Company as a nominee unless
an intimation of the appointment of the said person as nominee has
been given to the Company during the lifetime of the holder(s) of the
securities of the Company in the manner specified under Section 72of
the Companies Act, 2013 read with Rule 19 of the Companies (Share
Capital and Debentures) Rules, 2014

iii) The Company shall not be in any way responsible for transferring the
securities consequent upon such nomination.

iv) If the holder(s) of the securities survive(s) nominee, then the
nomination made by the holder(s) shall be of no effect and shall
automatically stand revoked.

 

81.

Transmission of Securities by
nominee

A nominee, upon production of such evidence as may be required by the

Board and subject as hereinafter provided, elect, either-

(i) to be registered himself as holder of the security, as the case may be;
or

(ii) to make such transfer of the security, as the case may be, as the

deceased security holder, could have made;

if the nominee elects to be registered as holder of the security, himself,

as the case may be, he shall deliver or send to the Company, a notice

in writing signed by him stating that he so elects and such notice shall

be accompanied with the death certificate of the deceased security

holder as the case may be;

a nominee shall be entitled to the same dividends and other advantages

to which he would be entitled to, if he were the registered holder of the

security except that he shall not, before being registered as a member

in respect of his security, be entitled in respect of it to exercise any

right conferred by membership in relation to meetings of the

Company.

(iii)

ro)

Provided further that the Board may, at any time, give notice requiring any
such person to elect either to be registered himself or to transfer the share or
debenture, and if the notice is not complied with within ninety days, the
Board may thereafter withhold payment of all dividends, bonuses or other
moneys payable or rights accruing in respect of the share or debenture, until
the requirements of the notice have been complied with.

 

DEMATERIALISATION OF SHARES.

 

 

82.

 

Dematerialisation of
Securities

 

Subject to the provisions of the Act and Rules made thereunder the Company
may offer its members facility to hold securities issued by it in dematerialized
form.

 

 

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JOINT HOLDER

83. Joint Holders Where two or more persons are registered as the holders of any share they

shall be deemed to hold the same as joint Shareholders with benefits of

survivorship subject to the following and other provisions contained in these

Articles.

84. Joint and several liabilities for | (a) The Joint holders of any share shall be liable severally as well as
all payments in respect of jointly for and in respect of all calls and other payments which ought
shares. to be made in respect of such share.

Title of survivors. (B)___ on the death of any such joint holders the survivor or survivors shall
be the only person recognized by the Company as having any title to
the share but the Board may require such evidence of death as it may
deem fit and nothing herein contained shall be taken to release the
estate of a deceased joint holder from any liability of shares held by
them jointly with any other person;

Receipts of one sufficient. (© Any one of two or more joint holders of a share may give effectual
receipts of any dividends or other moneys payable in respect of share;
and

Delivery of certificate and | (d) _ only the person whose name stands first in the Register of Members as

giving of notices to first named one of the joint holders of any share shall be entitled to delivery of the

holders. certificate relating to such share or to receive documents from the
Company and any such document served on or sent to such person
shall deemed to be service on all the holders.
SHARE WARRANTS

85. | Power to issue share warrants | The Company may issue warrants subject to and in accordance with

provisions of the Act and accordingly the Board may in its discretion with

respect to any Share which is fully paid upon application in writing signed
by the persons registered as holder of the Share, and authenticated by such
evidence(if any) as the Board may, from time to time, require as to the
identity of the persons signing the application and on receiving the certificate

(if any) of the Share, and the amount of the stamp duty on the warrant and

such fee as the Board may, from time to time, require, issue a share warrant.

86. | Deposit of share warrants (a) _ The bearer of a share warrant may at any time deposit the warrant at

the Office of the Company, and so long as the warrant remains so
deposited, the depositor shall have the same right of signing a
requisition for call in a meeting of the Company, and of attending and
voting and exercising the other privileges of a Member at any meeting
held after the expiry of two clear days from the time of deposit, as if
his name were inserted in the Register of Members as the holder of the
Share included in the deposit warrant.

(b) Not more than one person shall be recognized as depositor of the Share
warrant.

(©) The Company shall, on two day's written notice, return the deposited
share warrant to the depositor.

87. Privileges and disabilities of | (a) _ Subject as herein otherwise expressly provided, no person, being a
the holders of share warrant bearer of a share warrant, shall sign a requisition for calling a meeting

of the Company or attend or vote or exercise any other privileges of a
Member at a meeting of the Company, or be entitled to receive any
notice from the Company.

(b) The bearer of a share warrant shall be entitled in all other respects to
the same privileges and advantages as if he were named in the Register
of Members as the holder of the Share included in the warrant, and he
shall be a Member of the Company.

88. Issue of new share warrant | The Board may, from time to time, make bye-laws as to terms on which (if
coupons it shall think fit), a new share warrant or coupon may be issued by way of

renewal in case of defacement, loss or destruction.

CONVERSION OF SHARES INTO STOCK

89. Conversion of shares into | The Company may, by ordinary resolution in General Meeting.
stock or reconversion. a) convert any fully paid-up shares into stock; and

b) _re-convert any stock into fully paid-up shares of any denomination.

90. Transfer of stock. The holders of stock may transfer the same or any part thereof in the same

 

manner as and subject to the same regulation under which the shares from

 

 

which the stock arose might before the conversion have been transferred, or

 

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as near thereto as circumstances admit, provided that, the Board may, from
time to time, fix the minimum amount of stock transferable so however that
such minimum shall not exceed the nominal amount of the shares from which
the stock arose.

 

91.

Rights of stock
holders.

The holders of stock shall, according to the amount of stock held by them,
have the same rights, privileges and advantages as regards dividends,
participation in profits, voting at meetings of the Company, and other
matters, as if they hold the shares for which the stock arose but no such
privilege or advantage shall be conferred by an amount of stock which would
not, if existing in shares , have conferred that privilege or advantage.

 

92.

Regulations.

Such of the regulations of the Company (other than those relating to share
warrants), as are applicable to paid up share shall apply to stock and the
words “share” and “shareholders” in those regulations shall include “stock”
and “stockholders” respectively.

 

BORROWING POWERS

 

93.

Power to borrow.

Subject to the provisions of the Act and these Articles, the Board may, from
time to time at its discretion, by a resolution passed at a meeting of the Board
generally raise or borrow money by way of deposits, loans, overdrafts, cash
credit

or by issue of bonds, debentures or debenture-stock (perpetual or otherwise)
or in any other manner, or from any person, firm, company, co-operative
society, anybody corporate, bank, institution, whether incorporated in India
or abroad, Government or any authority or any other body for the purpose of
the Company and may secure the payment of any sums of money so received,
raised or borrowed; provided that the total amount borrowed by the Company
(apart from temporary loans obtained from the Company’s Bankers in the
ordinary course of business) shall not without the consent of the Company in
General Meeting exceed the aggregate of the paid up capital of the Company
and its free reserves that is to say reserves not set apart for any specified
purpose.

 

94,

Issue of discount etc. or with
special privileges.

Subject to the provisions of the Act and these Articles, any bonds,
debentures, debenture-stock or any other securities may be issued at a
discount, premium or otherwise and with any special privileges and
conditions as to redemption, surrender, allotment of shares, appointment of
Directors or otherwise; provided that debentures with the right to allotment
of or conversion into shares shall not be issued except with the sanction of
the Company in General Meeting.

 

95.

Securing
repayment
borrowed.

payment or
of Moneys

The payment and/or repayment of moneys borrowed or raised as aforesaid or
any moneys owing otherwise or debts due from the Company may be secured
in such manner and upon such terms and conditions in all respects as the
Board may think fit, and in particular by mortgage, charter, lien or any other
security upon all or any of the assets or property (both present and future) or
the undertaking of the Company including its uncalled capital for the time
being, or by a guarantee by any Director, Government or third party, and the
bonds, debentures and debenture stocks and other securities may be made
assignable, free from equities between the Company and the person to whom
the same may be issued and also by a similar mortgage, charge or lien to
secure and guarantee, the performance by the Company or any other person
or company of any obligation undertaken by the Company or any person or
Company as the case may be.

 

96.

Bonds, Debentures etc. to be
under the control of the
Directors.

Any bonds, debentures, debenture-stock or their securities issued or to be
issued by the Company shall be under the control of the Board who may issue
them upon such terms and conditions, and in such manner and for such
consideration as they shall consider to be for the benefit of the Company.

 

97.

‘Mortgage of uncalled Capital.

If any uncalled capital of the Company is included in or charged by any
mortgage or other security the Directors shall subject to the provisions of the
Act and these Articles make calls on the members in respect of such uncalled
capital in trust for the person in whose favour such mortgage or security is
executed.

 

 

98.

 

Indemnity may be given.

 

Subject to the provisions of the Act and these Articles if the Directors or any
of them or any other person shall incur or be about to incur any liability
whether as principal or surely for the payment of any sum primarily due from
the Company, the Directors may execute or cause to be executed any
mortgage, charge or security over or affecting the whole or any part of the

 

 

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assets of the Company by way of indemnity to secure the Directors or person
so becoming liable as aforesaid from any loss in respect of such liability.
MEETINGS OF MEMBERS

99. Distinction between AGM & | All the General Meetings of the Company other than Annual General
EGM. Meetings shall be called Extraordinary General Meetings.

100. | Extra-Ordinary General | (a) The Directors may, whenever they think fit, convene an Extra-Ordinary
Meeting by Board and by General Meeting and they shall on requisition of requisition of
requisition Members made in compliance with Section 100 of the Act, forthwith

proceed to convene Extra-Ordinary General Meeting of the members

When a Director or any two (b) — Ifat any time there are not within India sufficient Directors capable of

Members may call an Extra acting to form a quorum, or if the number of Directors be reduced in

Ordinary General Meeting number to less than the minimum number of Directors prescribed by
these Articles and the continuing Directors fail or neglect to increase
the number of Directors to that number or to convene a General
Meeting, any Director or any two or more Members of the Company
holding not less than one-tenth of the total paid up share capital of the
Company may call for an Extra-Ordinary General Meeting in the same
manner as nearly as possible as that in which meeting may be called
by the Directors.

101. | Meeting not to transact | No General Meeting, Annual or Extraordinary shall be competent to enter
business not mentioned in | upon, discuss or transfer any business which has not been mentioned in the
notice. notice or notices upon which it was convened.

102. Chairman of General Meeting | The Chairman (if any) of the Board of Directors shall be entitled to take the
chair at every General Meeting, whether Annual or Extraordinary. If there is
no such Chairman of the Board of Directors, or if at any meeting he is not
present within fifteen minutes of the time appointed for holding such meeting
or if he is unable or unwilling to take the chair, then the Vice Chairman of
the Company so shall take the chair and preside the meeting. In the absence
of the Vice Chairman as well, the Directors present may choose one of the
Directors among themselves to preside the meeting.

103. Business confined to election | No business, except the election of a Chairman or Vice Chairman, shall be

of Chairman or Vice | discussed at any General Meeting whilst the Chair is vacant.
Chairman whilst chair is
vacant.

104._| Chairman with consent may | a) The Chairperson may, with the consent of any meeting at which a
adjourn meeting. quorum is present, and shall, if so directed by the meeting, adjourn the

meeting from time to time and from place to place.

b) No business shall be transacted at any adjourned meeting other than the
business left unfinished at the meeting from which the adjournment took
place.

c) 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.

d) Save as aforesaid, and as provided in section 103 of the Act, it shall not
be necessary to give any notice of an adjournment or of the business to
be transacted at an adjourned meeting.

105. Chairman’s casting vote. In the case of an equality of votes the Chairman shall both on a show of
hands, on a poll (if any) and e-voting, have casting vote in addition to the
vote or votes to which he may be entitled as a Member.

106. In what case poll taken | Any poll duly demanded on the election of Chairman or Vice Chairman of

without adjournment. the meeting or any question of adjournment shall be taken at the meeting
forthwith.

107. | Demand for poll not to prevent | The demand for a poll except on the question of the election of the Chairman
transaction of other business. | or Vice Chairman and of an adjournment shall not prevent the continuance

of a meeting for the transaction of any business other than the question on

which the poll has been demanded.
VOTES OF MEMBERS
108. | Members in arrears not to | No Member shall be entitled to vote either personally or by proxy at any

 

vote.

 

General Meeting or Meeting of a class of shareholders either upon a show of
hands, upon a poll or electronically, or be reckoned in a quorum in respect of
any shares registered in his name on which any calls or other sums presently
payable by him have not been paid or in regard to which the Company has
exercised, any right or lien.

 

 

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109.

Number of votes each member
entitled.

Subject to the provision of these Articles and without prejudice to any special
privileges, or restrictions as to voting for the time being attached to any class
of shares for the time being forming part of the capital of the company, every
Member, not disqualified by the last preceding Article shall be entitled to be
present, and to speak and to vote at such meeting, and on a show of hands
every member present in person shall have one vote and upon a poll the
voting right of every Member present in person or by proxy shall be in
proportion to his share of the paid-up equity share capital of the Company,
Provided, however, if any preference shareholder is present at any meeting
of the Company, save as provided in sub-section (2) of Section 47 of the
Act, he shall have a right to vote only on resolution placed before the meeting
which directly affect the rights attached to his preference shares.

 

110.

Casting of votes by a member
entitled to more than one vote.

Ona poll taken at a meeting of the Company a member entitled to more than
one vote or his proxy or other person entitled to vote for him, as the case may
be, need not, if he votes, use all his votes or cast in the same way all the votes
he uses.

 

111.

Vote of member of unsound
mind and of minor

‘A member of unsound mind, or in respect of whom an order has been made
by any court having jurisdiction in lunacy, or a minor 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.

 

112.

Postal Ballot

Notwithstanding anything contained in the provisions of the Companies Act,
2013, and the Rules made there under, the Company may, and in the case of
resolutions relating to such business as may be prescribed by such authorities
from time to time, declare to be conducted only by postal ballot, shall, get
any such business/ resolutions passed by means of postal ballot, instead of
transacting the business in the General Meeting of the Company.

 

113.

E-Voting

‘A member may exercise his vote at a meeting by electronic means in
accordance with section 108 and shall vote only once.

 

114,

Votes of joint members.

a) In the 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. If more than one of the said persons
remain present than the senior shall alone be entitled to speak and to
vote in respect of such shares, but the other or others of the joint holders
shall be entitled to be present at the meeting. Several executors or
administrators of a deceased Member in whose name share stands shall
for the purpose of these Articles be deemed joints holders thereof.

b) For this purpose, seniority shall be determined by the order in which the
names stand in the register of members.

 

115.

Votes may be given by proxy
or by representative

Votes may be given either personally or by attorney or by proxy or in case
of a company, by a representative duly Authorised as mentioned in Articles

 

116.

Representation of a body
corporate.

‘A body corporate (whether a company within the meaning of the Act or noi)
may, if it is member or creditor of the Company (including being a holder of
debentures) authorise such person by resolution of its Board of Directors, as
it thinks fit, in accordance with the provisions of Section 113 of the Act to
act as its representative at any Meeting of the members or creditors of the
Company or debentures holders of the Company. A person authorised by
resolution as aforesaid shall be entitled to exercise the same rights and
powers (including the right to vote by proxy) on behalf of the body corporate
as if it were an individual member, creditor or holder of debentures of the
Company.

 

117.

Members paying money in
advance.

(a) Amember paying the whole ora part of the amount remaining unpaid
on any share held by him although no part of that amount has been
called up, shall not be entitled to any voting rights in respect of the
moneys paid until the same would, but for this payment, become
presently payable.

 

Members not prohibited if
share not held for any
specified period.

(b) A member is not prohibited from exercising his voting rights on the
ground that he has not held his shares or interest in the Company for
any specified period preceding the date on which the vote was taken.

 

 

118.

 

Votes in respect of shares of
deceased or _ insolvent
members.

 

‘Any person entitled under Article 73 (transmission Clause) to transfer any
share may vote at any General Meeting in respect thereof in the same manner
as if he were the registered holder of such shares, provided that at least forty-
eight hours before the time of holding the meeting or adjourned meeting, as

 

 

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the case may be at which he proposes to vote he shall satisfy the Directors
of his right to transfer such shares and give such indemnify (if any) as the
Directors may require or the directors shall have previously admitted his right
to vote at such meeting in respect thereof.

 

119.

No votes by proxy on show of
hands.

No Member shall be entitled to vote on a show of hands unless such member
is present personally or by attorney or is a body Corporate present by a
representative duly Authorised under the provisions of the Act in which case
such members, attorney or representative may vote on a show of hands as if
he were a Member of the Company. In the case of a Body Corporate the
production at the meeting of a copy of such resolution duly signed by a
Director or Secretary of such Body Corporate and certified by him as being
a true copy of the resolution shall be accepted by the Company as sufficient
evidence of the authority of the appointment.

 

120.

‘Appointment of a Proxy.

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, or, in
the case of a poll, not less than 24 hours before the time appointed for the
taking of the poll; and in default the instrument of proxy shall not be treated
as valid.

 

121.

Form of proxy.

‘An instrument appointing a proxy shall be in the form as prescribed in the
rules made under section 105.

 

122.

Validity of votes given by
proxy notwithstanding death
of a member.

A vote given in accordance with the terms of an instrument of proxy shall be
valid notwithstanding the previous death or insanity of the Member, or
revocation of the proxy or of any power of attorney which such proxy signed,
or the transfer of the share in respect of which the vote is given, provided that
no intimation in writing of the death or insanity, revocation or transfer shall
have been received at the office before the meeting or adjourned meeting at
which the proxy is used.

 

123.

Time for objections to votes.

No objection shall be raised to the qualification of any voter except at the
meeting or adjourned meeting at which the vote objected to is given or
tendered, and every vote not disallowed at such meeting shall be valid for all
purposes.

 

124,

Chairperson of the Meeting to
be the judge of validity of any
vote.

‘Any such objection raised to the qualification of any voter in due time shall
be referred to the Chairperson of the meeting, whose decision shall be final
and conclusive.

 

DIRECTORS

 

125.

Number of Directors

Until otherwise determined by a General Meeting of the Company and
subject to the provisions of Section 149 of the Act, the number of Directors
(including Debenture and Alternate Directors) shall not be less than three and
not more than fifteen. Provided that a company may appoint more than
fifteen directors after passing a special resolution

 

126.

Qualification
shares.

A Director of the Company shall not be bound to hold any Qualification
Shares in the Company.

 

 

127.

 

Nominee Directors.

 

(a) Subject to the provisions of the Companies Act, 2013 and
notwithstanding anything to the contrary contained in these Articles,
the Board may appoint any person as a director nominated by any
institution in pursuance of the provisions of any law for the time being
in force or of any agreement

(b) The Nominee Director/s so appointed shall not be required to hold any
qualification shares in the Company nor shall be liable to retire by
rotation. The Board of Directors of the Company shall have no power
to remove from office the Nominee Director/s so appointed. The said
Nominee Director/s shall be entitled to the same rights and privileges
including receiving of notices, copies of the minutes, sitting fees, etc.
as any other Director of the Company is entitled.

(c) _ If the Nominee Director/s is an officer of any of the financial
institution the sitting fees in relation to such nominee Directors shall
accrue to such financial institution and the same accordingly be paid
by the Company to them. The Financial Institution shall be entitled to
depute observer to attend the meetings of the Board or any other
Committee constituted by the Board.

 

 

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(® The Nominee Director/s shall, notwithstanding anything to the
Contrary contained in these Articles, be at liberty to disclose any
information obtained by him/them to the Financial Institution
appointing him/them as such Director/s.

 

128.

Appointment of _ alternate

Director.

The Board may appoint an Alternate Director to act for a Director
(hereinafter called “The Original Director”) during his absence for a period
of not less than three months from India. An Alternate Director appointed
under this Article shall not hold office for period longer than that permissible
to the Original Director in whose place he has been appointed and shall
vacate office if and when the Original Director returns to India. If the term
of Office of the Original Director is determined before he so returns to India,
any provision in the Act or in these Articles for the automatic re-appointment
of retiring Director in default of another appointment shall apply to the
Original Director and not to the Alternate Director.

 

129.

Additional Director

Subject to the provisions of the Act, the Board shall have power at any time
and from time to time to appoint any other person to be an Additional
Director. Any such Additional Director shall hold office only upto the date
of the next Annual General Meeting.

 

130.

Directors power to fill casual
vacancies.

Subject to the provisions of the Act, the Board shall have power at any time
and from time to time to appoint a Director, if the office of any director
appointed by the company in general meeting is vacated before his term of
office expires in the normal course, who shall hold office only upto the date
upto which the Director in whose place he is appointed would have held
office if it had not been vacated by him.

 

131.

Sitting Fees.

Until otherwise determined by the Company in General Meeting, each
Director other than the Managing/Whole-time Director (unless otherwise
specifically provided for) shall be entitled to sitting fees not exceeding a sum
prescribed in the Act (as may be amended from time to time) for attending
meetings of the Board or Committees thereof.

 

132.

Travelling expenses Incurred
by Director on Company's
business.

The Board of Directors may subject to the limitations provided in the Act
allow and pay to any Director who attends a meeting at a place other than his
usual place of residence for the purpose of attending a meeting, such sum as
the Board may consider fair, compensation for travelling, hotel and other
incidental expenses properly incurred by him, in addition to his fee for
attending such meeting as above specified.

 

PROCEEDING OF THE BOARD OF DIRECTORS

 

133.

Meetings of Directors.

(a) The Board of Directors may meet for the conduct of business, adjourn
and otherwise regulate its meetings as it thinks fit.

(b) A director may, and the manager or secretary on the requisition of a
director shall, at any time, summon a meeting of the Board.

 

134,

Chairman and Vice Chairman

a) The Directors may from time to time elect from among their members
a Chairperson of the Board as well as a Vice Chairman of the Board and
determine the period for which he is to hold office. If at any meeting of
the Board, the Chairman is not present within five minutes after the time
appointed for holding the same, to the Vice Chairman shall preside at
the meeting and in the absence of the Vice Chairman as well, the
Directors present may choose one of the Directors among themselves to
preside the meeting.

b) Subject to Section 203 of the Act and rules made there under, one person
can act as the Chairman as well as the Managing Director or Chief
Executive Officer at the same time.

 

135.

Questions at Board meeting
how decided.

Questions arising at any meeting of the Board of Directors shall be decided
by a majority of votes and in the case of an equality of votes, the Chairman
or the Vice Chairman, as the case may be will have a second or casting vote.

 

136.

Continuing directors may act
notwithstanding any vacancy
in the Board

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.

 

 

137.

 

Directors
committee.

may appoint

 

Subject to the provisions of the Act, the Board may delegate any of their
powers to a Committee consisting of such member or members of its body
as it thinks fit, and it may from time to time revoke and discharge any such
committee either wholly or in part and either as to person, or purposes, but

 

 

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every Committee so formed shall in the exercise of the powers so delegated
conform to any regulations that may from time to time be imposed on it by
the Board. All acts done by any such Committee in conformity with such
regulations and in fulfillment of the purposes of their appointment but not
otherwise, shall have the like force and effect as if done by the Board.

 

138.

Committee Meetings how to
be governed.

The Meetings and proceedings of any such Committee of the Board
consisting of two or more members shall be governed by the provisions
herein contained for regulating the meetings and proceedings of the Directors
so far as the same are applicable thereto and are not superseded by any
regulations made by the Directors under the last preceding Article.

 

139.

Chairperson of Committee
Meetings

a) Acommittee may elect a Chairperson of its meetings.

b) _Ifno such Chairperson is elected, or if at any meeting the Chairperson
is not present within five minutes after the time appointed for holding
the meeting, the members present may choose one of their members to
be Chairperson of the meeting.

 

140.

Meetings of the Committee

a)
b)

A committee may meet and adjourn as it thinks fit.

Questions arising at any meeting of a committee shall be determined by
a majority of votes of the members present, and in case of an equality
of votes, the Chairperson shall have a second or casting vote.

 

141.

‘Acts of Board or Committee
shall be valid notwithstanding
defect in appointment.

Subject to the provisions of the Act, all acts done by any meeting of the Board
or by a Committee of the Board, or by any person acting as a Director shall
notwithstanding that it shall afterwards be discovered that there was some
defect in the appointment of such Director or persons acting as aforesaid, or
that they or any of them were disqualified or had vacated office or that the
appointment of any of them had been terminated by virtue of any provisions
contained in the Act or in these Articles, be as valid as if every such person
had been duly appointed, and was qualified to be a Director.

 

RETIREM!

[ENT AND ROTATION OF DIRECTORS

 

142.

Power to fill casual vacancy

Subject to the provisions of Section 161 of the Act, if the office of any
Director appointed by the Company in General Meeting vacated before his
term of office will expire in the normal course, the resulting casual vacancy
may in default of and subject to any regulation in the Articles of the Company
be filled by the Board of Directors at the meeting of the Board and the
Director so appointed shall hold office only up to the date up to which the
Director in whose place he is appointed would have held office if had not
been vacated as aforesaid.

 

POWERS OF THE BOARD

 

143.

Powers of the Board

The business of the Company shall be managed by the Board who may
exercise all such powers of the Company and do all such acts and things as
may be necessary, unless otherwise restricted by the Act, or by any other law
or by the Memorandum or by the Articles required to be exercised by the
Company in General Meeting. However 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.

 

144,

Certain powers of the Board

Without prejudice to the general powers conferred by the Articles and so as
not in any way to limit or restrict these powers, and without prejudice to the
other powers conferred by these Articles, but subject to the restrictions
contained in the Articles, it is hereby, declared that the Directors shall have
the following powers, that is to say

 

To acquire any property ,
rights etc.

(1) _ Subject to the provisions of the Act, to purchase or otherwise acquire
any lands, buildings, machinery, premises, property, effects, assets,
rights, creditors, royalties, business and goodwill of any person firm
or company carrying on the business which this Company is
authorised to carry on, in any part of India.

 

To take on Lease.

(2) _ Subject to the provisions of the Act to purchase, take on lease for any
term or terms of years, or otherwise acquire any land or lands, with or
without buildings and out-houses thereon, situate in any part of India,
at such conditions as the Directors may think fit, and in any such
purchase, lease or acquisition to accept such title as the Directors may

believe, or may be advised to be reasonably satisfy.

 

 

 

To erect & construct.

()__ To erect and construct, on the said land or lands, buildings, houses,
warehouses and sheds and to alter, extend and improve the same, to

let or lease the property of the company, in part or in whole for such

 

 

rent and subject to such conditions, as may be thought advisable; to

 

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of sale and other powers, provisions, covenants and agreements as
shall be agreed upon;

 

To determine signing powers.

(15)

To determine from time to time persons who shall be entitled to sign
on Company’s behalf, bills, notes, receipts, acceptances,
endorsements, cheques, dividend warrants, releases, contracts and
documents and to give the necessary authority for such purpose,
whether by way of a resolution of the Board or by way of a power of
attorney or otherwise.

 

Commission or share in

profits.

(16)

To give to any Director, Officer, or other persons employed by the
Company, a commission on the profits of any particular business or
transaction, or a share in the general profits of the company; and such
commission or share of profits shall be treated as part of the working
expenses of the Company.

 

Bonus etc, to employees.

a7

To give, award or allow any bonus, pension, gratuity or compensation
to any employee of the Company, or his widow, children, dependents,
that may appear just or proper, whether such employee, his widow,
children or dependents have or have nota legal claim on the Company.

 

Transfer to Reserve Funds.

(18)

To set aside out of the profits of the Company such sums as they may
think proper for depreciation or the depreciation funds or to insurance
fund or to an export fund, or to a Reserve Fund, or Sinking Fund or
any special fund to meet contingencies or repay debentures or
debenture-stock or for equalizing dividends or for repairing,
improving, extending and maintaining any of the properties of the
Company and for such other purposes (including the purpose referred
to in the preceding clause) as the Board may, in the absolute discretion
think conducive to the interests of the Company, and subject to
Section 179 of the Act, to invest the several sums so set aside or so
much thereof as may be required to be invested, upon such
investments (other than shares of this Company) as they may think fit
and from time to time deal with and vary such investments and dispose
of and apply and extend all or any part thereof for the benefit of the
Company notwithstanding the matters to which the Board apply or
upon which the capital moneys of the Company might rightly be
applied or expended and divide the reserve fund into such special
funds as the Board may think fit; with full powers to transfer the whole
or any portion of a reserve fund or division of a reserve fund to another
fund and with the full power to employ the assets constituting all or
any of the above funds, including the depredation fund, in the business
of the company or in the purchase or repayment of debentures or
debenture-stocks and without being bound to keep the same separate
from the other assets and without being bound to pay interest on the
same with the power to the Board at their discretion to pay or allow to
the credit of such funds, interest at such rate as the Board may think
proper.

 

To appoint. and remove
officers and other employees.

(19)

‘To appoint, and at their discretion remove or suspend such general
manager, managers, secretaries, assistants, supervisors, scientists,
technicians, engineers, consultants, legal, medical or economic
advisers, research workers, labourers, clerks, agents and servants, for
permanent, temporary or special services as they may from time to
time think fit, and to determine their powers and duties and to fix their
salaries or emoluments or remuneration and to require security in such
instances and for such amounts they may think fit and also from time
to time to provide for the management and transaction of the affairs of
the Company in any specified locality in India or elsewhere in such
manner as they think fit and the provisions contained in the next
following clauses shall be without prejudice to the general powers
conferred by this clause.

 

 

 

To appoint Attorneys.

 

(20)

‘At any time and from time to time by power of attorney under the seal
of the Company, to appoint any person or persons to be the Attorney
or attorneys of the Company, for such purposes and with such powers,
authorities and discretions (not exceeding those vested in or
exercisable by the Board under these presents and excluding the power
to make calls and excluding also except in their limits authorised by
the Board the power to make loans and borrow moneys) and for such

 

 

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sell such portions of the land or buildings of the Company as may not
be required for the company; to mortgage the whole or any portion of
the property of the company for the purposes of the Company; to sell
all or any portion of the machinery or stores belonging to the
Company.

 

To pay for property.

(4)

At their discretion and subject to the provisions of the Act, the
Directors may pay property rights or privileges acquired by, or
services rendered to the Company, either wholly or partially in cash
or in shares, bonds, debentures or other securities of the Company, and
any such share may be issued either as fully paid up or with such
amount credited as paid up thereon as may be agreed upon; and any
such bonds, debentures or other securities may be either specifically
charged upon all or any part of the property of the Company and its
uncalled capital or not so charged.

 

To insure properties of the
Company.

(5)

To insure and keep insured against loss or damage by fire or otherwise
for such period and to such extent as they may think proper all or any
part of the buildings, machinery, goods, stores, produce and other
moveable property of the Company either separately or co-jointly;
also to insure all or any portion of the goods, produce, machinery and
other articles imported or exported by the Company and to sell, assign,
surrender or discontinue any policies of assurance effected in
pursuance of this power.

 

To open Bank accounts.

(6)

To open accounts with any Bank or Bankers and to pay money into
and draw money from any such account from time to time as the
Directors may think fit.

 

To secure contracts by way of
mortgage.

”

To secure the fulfillment of any contracts or engagement entered into
by the Company by mortgage or charge on all or any of the property
of the Company including its whole or part of its undertaking as a
going concern and its uncalled capital for the time being or in such
manner as they think fit.

 

To accept surrender of shares.

(8)

To accept from any member, so far as may be permissible by law, a
surrender of the shares or any part thereof, on such terms and
conditions as shall be agreed upon.

 

To appoint trustees for the
Company.

(9)

To appoint any person to accept and hold in trust, for the Company
property belonging to the Company, or in which it is interested or for
any other purposes and to execute and to do all such deeds and things
as may be required in relation to any such trust, and to provide for the
remuneration of such trustee or trustees.

 

To conduct legal proceedings.

(10)

To institute, conduct, defend, compound or abandon any legal
proceeding by or against the Company or its Officer, or otherwise
concerning the affairs and also to compound and allow time for
payment or satisfaction of any debts, due, and of any claims or
demands by or against the Company and to refer any difference to
arbitration, either according to Indian or Foreign law and either in
India or abroad and observe and perform or challenge any award
thereon.

 

Bankruptcy &Insolvency

ay

To act on behalf of the Company in all matters relating to bankruptcy
insolvency.

 

To issue
discharge.

receipts & give

(12)

To make and give receipts, release and give discharge for moneys
payable to the Company and for the claims and demands of the
Company.

 

To invest and deal with money
of the Company.

(13)

Subject to the provisions of the Act, and these Articles to invest and
deal with any moneys of the Company not immediately required for
the purpose thereof, upon such authority (not being the shares of this
Company) or without security and in such manner as they may think
fit and from time to time to vary or realise such investments, Save as
provided in Section 187 of the Act, all investments shall be made and
held in the Company’s own name.

 

 

 

To give Security by way of
indemnity.

 

(14)

To execute in the name and on behalf of the Company in favour of
any Director or other person who may incur or be about to incur any
personal liability whether as principal or as surety, for the benefit of
the Company, such mortgage of the Company’s property (present or
future) as they think fit, and any such mortgage may contain a power

 

 

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period and subject to such conditions as the Board may from time to
time think fit, and such appointments may (if the Board think fit) be
made in favour of the members or any of the members of any local
Board established as aforesaid or in favour of any Company, or the
shareholders, directors, nominees or manager of any Company or firm
or otherwise in favour of any fluctuating body of persons whether
nominated directly or indirectly by the Board and any such powers of
attorney may contain such powers for the protection or convenience
for dealing with such Attorneys as the Board may think fit, and may
contain powers enabling any such delegated Attorneys as aforesaid to
sub-delegate all or any of the powers, authorities and discretion for the
time being vested in them.

 

To enter into contracts.

Qi

Subject to Sections 188 of the Act, for or in relation to any of the
matters aforesaid or otherwise for the purpose of the Company to enter
into all such negotiations and contracts and rescind and vary all such
contracts, and execute and do all such acts, deeds and things in the
name and on behalf of the Company as they may consider expedient.

 

To make rules.

(2)

From time to time to make, vary and repeal rules for the regulations
of the business of the Company its Officers and employees.

 

To effect contracts etc.

(23)

To effect, make and enter into on behalf of the Company all
transactions, agreements and other contracts within the scope of the
business of the Company.

 

To apply & obtain concessions
licenses etc.

(24)

To apply for, promote and obtain any act, charter, privilege,
concession, license, authorization, if any, Government, State or
municipality, provisional order or license of any authority for enabling
the Company to carry any of this objects into effect, or for extending
and any of the powers of the Company or for effecting any
modification of the Company’s constitution, or for any other purpose,
which may seem expedient and to oppose any proceedings or
applications which may seem calculated, directly or indirectly to
prejudice the Company’ interests.

 

To pay commissions or

interest.

(5)

To pay and charge to the capital account of the Company any
commission or interest lawfully payable there out under the provisions
of Sections 40 of the Act and of the provisions contained in these
presents.

 

To redeem preference shares.

25)

‘To redeem preference shares.

 

To assist charitable or
benevolent institutions.

27)

To subscribe, incur expenditure or otherwise to assist or to guarantee
money to charitable, benevolent, religious, scientific, national or any
other institutions or subjects which shall have any moral or other claim
to support or aid by the Company, either by reason of locality or
operation or of public and general utility or otherwise.

 

(28)

(29)

To pay the cost, charges and expenses preliminary and incidental to
the promotion, formation, establishment and registration of the
Company.

To pay and charge to the capital account of the Company any
commission or interest lawfully payable thereon under the provisions
of Sections 40 of the Act.

 

 

 

 

G0)

To provide for the welfare of Directors or ex-Directors or employees
or ex-employees of the Company and their wives, widows and
families or the dependents or connections of such persons, by building
or contributing to the building of houses, dwelling or chawls, or by
grants of moneys, pension, gratuities, allowances, bonus or other
payments, or by creating and from time to time subscribing or
contributing, to provide other associations, institutions, funds or trusts
and by providing or subscribing or contributing towards place of
instruction and recreation, hospitals and dispensaries, medical and
other attendance and other assistance as the Board shall think fit and
subject to the provision of Section 181 of the Act, to subscribe or
contribute or otherwise to assist or to guarantee money to charitable,
benevolent, religious, scientific, national or other institutions or object
which shall have any moral or other claim to support or aid by the
Company, either by reason of locality of operation, or of the public
and general utility or otherwise.

 

 

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GD

(32)

(33)

(34)

(35)

(36)

(7)

(38)

To purchase or otherwise acquire or obtain license for the use of and
to sell, exchange or grant license for the use of any trade mark, patent,
invention or technical know-how.

To sell from time to time any Articles, materials, machinery, plants,
stores and other Articles and thing belonging to the Company as the
Board may think proper and to manufacture, prepare and sell waste
and by-products.

From time to time to extend the business and undertaking of the
Company by adding, altering or enlarging all or any of the buildings,
factories, workshops, premises, plant and machinery, for the time
being the property of or in the possession of the Company, or by
erecting new or additional buildings, and to expend such sum of
money for the purpose aforesaid or any of them as they be thought
necessary or expedient.

To undertake on behalf of the Company any payment of rents and the
performance of the covenants, conditions and agreements contained
in or reserved by any lease that may be granted or assigned to or
otherwise acquired by the Company and to purchase the reversion or
reversions, and otherwise to acquire on free hold sample of all or any
of the lands of the Company for the time being held under lease or for
an estate less than freehold estate.

To improve, manage, develop, exchange, lease, sell, resell and re-
purchase, dispose off, deal or otherwise turn to account, any property
(movable or immovable) or any rights or privileges belonging to or at
the disposal of the Company or in which the Company is interested.
To let, sell or otherwise dispose of subject to the provisions of Section
180 of the Act and of the other Articles any property of the Company,
either absolutely or conditionally and in such manner and upon such
terms and conditions in all respects as it thinks fit and to accept
Payment in satisfaction for the same in cash or otherwise as
it thinks fit.

Generally subject to the provisions of the Act and these Articles, to
delegate the powers/authorities and discretions vested in the Directors
to any person(s), firm, company or fluctuating body of persons as
aforesaid.

To comply with the requirements of any local law which in their
opinion it shall in the interest of the Company be necessary or
expedient to comply with.

 

MANAGING AND WHOLE-TIME DIRECTORS

 

145.

Powers to appoint Managing/
Whole-time Directors.

a)

b)

Subject to the provisions of the Act and of these Articles, the Directors
may from time to time in Board Meetings appoint one or more of their
body to be a Managing Director or Managing Directors or whole-time
Director or whole-time Directors of the Company for such term not
exceeding five years at a time as they may think fit to manage the affairs
and business of the Company, and may from time to time (subject to the
provisions of any contract between him or them and the Company)
remove or dismiss him or them from office and appoint another or others
in his or their place or places.

The Managing Director or Managing Directors or whole-time Director
or whole-time Directors so appointed shall be liable to retire by rotation.
A Managing Director or Whole-time Director who is appointed as
Director immediately on the retirement by rotation shall continue to
hold his office as Managing Director or Whole-time Director and such
re-appointment as such Director shall not be deemed to constitute a
break in his appointment as Managing Director or Whole-time Director.

 

146.

Remuneration of Managing or
Whole-time Director.

‘The remuneration of a Managing Director or a Whole-time Director (subject
to the provisions of the Act and of these Articles and of any contract between
him and the Company) shall from time to time be fixed by the Directors, and
may be, by way of fixed salary, or commission on profits of the Company,
or by participation in any such profits, or by any, or all of these modes.

 

 

147.

 

Powers and duties of
Managing Director or Whole-
time Director.

 

a

Subject to control, direction and supervision of the Board of Directors,
the day-today management of the company will be in the hands of the
Managing Director or Whole-time Director appointed in accordance
with regulations of these Articles of Association with powers to the

 

 

345,
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

Article
No.

Articles

Particulars

 

Directors to distribute such day-to-day management functions among
such Directors and in any manner as may be directed by the Board.

(2) The Directors may from time to time entrust to and confer upon the
Managing Director or Whole-time Director for the time being save as.
prohibited in the Act, such of the powers exercisable under these
presents by the Directors as they may think fit, and may confer such
objects and purposes, and upon such terms and conditions, and with
such restrictions as they think expedient; and they may subject to the
provisions of the Act and these Articles confer such powers, either
collaterally with or to the exclusion of, and in substitution for, all or
any of the powers of the Directors in that behalf, and may from time
to time revoke, withdraw, alter or vary all or any such powers.

(3) The Company’s General Meeting may also from time to time appoint
any Managing Director or Managing Directors or Whole-time
Director or Whole-time Directors of the Company and may exercise
all the powers referred to in these Articles.

(4) The Managing Director shall be entitled to sub-delegate (with the
sanction of the Directors where necessary) all or any of the powers,
authorities and discretions for the time being vested in him in
particular from time to time by the appointment of any attorney or
attorneys for the management and transaction of the affairs of the
Company in any specified locality in such manner as they may think
fit.

(5) _ Notwithstanding anything contained in these Articles, the Managing
Director is expressly allowed generally to work for and contract with
the Company and especially to do the work of Managing Director and
also to do any work for the Company upon such terms and conditions
and for such remuneration (subject to the provisions of the Act) as
may from time to time be agreed between him and the Directors of the
Company.

 

CHIEF

EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF FINANCIAL OFFICER

 

148.

Board to appoint Chief
Executive Officer/ Manager/
Company Secretary/ Chief
Financial Officer

a) Subject to the provisions of the Act,—
i. A chief executive officer, manager, company secretary or chief
financial officer may be appointed by the Board for such term, at
such remuneration and upon such conditions as it may thinks fit;
and any chief executive officer, manager, company secretary or
chief financial officer so appointed may be removed by means of
a resolution of the Board;
ii, A director may be appointed as chief executive officer, manager,
company secretary or chief financial officer.

b) A provision of the Act or these regulations requiring or authorising a
thing to be done by or toa director and chief executive officer, manager,
company secretary or chief financial officer shall not be satisfied by its
being done by or to the same person acting both as director and as, or in
place of, chief executive officer, manager, company secretary or chief
financial officer.

 

THE SEAL

 

149.

The seal, its custody and use.

(a) The Board shall provide a Common Seal for the purposes of the
Company, and shall have power from time to time to destroy the same
and substitute a new Seal in lieu thereof, and the Board shall provide
for the safe custody of the Seal for the time being, and the Seal shall
never be used except by the authority of the Board or a Committee of
the Board previously given.

(b) The Company shall also be at liberty to have an Official Seal in
accordance with of the Act, for use in any territory, district or place
outside India.

 

150.

 

Deeds how executed.

 

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
authorized by it in that behalf, and except in the presence of at least two
directors and of the secretary or such other person as the Board may appoint
for the purpose; and those two directors and the secretary or other person
aforesaid shall sign every instrument to which the seal of the company is so
affixed in their presence.

 

 

DIVIDEND AND RESERVES

 

 

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Article
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Articles

Particulars

 

151.

Division of profits.

(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) Noamount paid or credited as paid on a share in advance of calls shall
be treated for the purposes of this regulation 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.

 

152.

in General
declare

The company
Meeting may
Dividends.

The Company in General Meeting may declare dividends, to be paid to
members according to their respective rights and interests in the profits and
may fix the time for payment and the Company shall comply with the
provisions of Section 127 of the Act, but no dividends shall exceed the
amount recommended by the Board of Directors, but the Company may
declare a smaller dividend in general meeting.

 

153.

Transfer to reserves

a) 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 applicable for any purpose
to which the profits of the company may be properly applied, including
provision for meeting contingencies or for equalizing 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 (other
than shares of the company) as the Board may, from time to time, thinks
fit.

b) The Board may also carry forward any profits which it may consider
necessary not to divide, without setting them aside as a reserve.

 

154.

Interim Dividend.

Subject to the provisions of section 123, the Board may from time to time
pay to the members such interim dividends as appear to it to be justified by
the profits of the company.

 

155.

Debts may be deducted.

‘The Directors may retain any dividends on which the Company has a lien
and may apply the same in or towards the satisfaction of the debts, liabilities
or engagements in respect of which the lien exists.

 

156.

Capital paid up in advance not
to earn dividend.

No amount paid or credited as paid on a share in advance of calls shall be
treated for the purposes of this articles as paid on the share.

 

157.

Dividends in proportion to
amount paid-up.

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 dividends as from a particular date such
share shall rank for dividend accordingly.

 

158.

Retention of dividends until
completion of transfer under
Articles .

The Board of Directors may retain the dividend payable upon shares in
respect of which any person under Articles has become entitled to be a
member, or any person under that Article is entitled to transfer, until such
person becomes a member, in respect of such shares or shall duly transfer the
same.

 

159.

No Member to receive
dividend whilst indebted to the
company and the Company's
right of reimbursement
thereof.

No member shall be entitled to receive payment of any interest or dividend
or bonus in respect of his share or shares, whilst any money may be due or
owing from him to the Company in respect of such share or shares (or
otherwise however, either alone or jointly with any other person or persons)
and the Board of Directors may deduct from the interest or dividend payable
to any member all such sums of money so due from him to the Company.

 

160.

Effect of transfer of shares.

‘A transfer of shares does not pass the right to any dividend declared thereon
before the registration of the transfer.

 

161.

Dividend to joint holders.

‘Any one of several persons who are registered as joint holders of any share
may give effectual receipts for all dividends or bonus and payments on
account of dividends in respect of such share.

 

 

162.

 

Dividends how remitted.

 

a) Any dividend, interest or other monies payable in cash in respect of
shares may be paid 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

 

 

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Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

Article
No.

Articles

Particulars

 

on the register of members, or to such person and to such address as the
holder or joint holders may in writing direct.

b) Every such cheque or warrant shall be made payable to the order of the
Person to whom it is sent.

 

163.

Notice of dividend.

Notice of any dividend that may have been declared shall be given to the
persons entitled to share therein in the manner mentioned in the Act.

 

164.

No interest on Dividends.

No unclaimed dividend shall be forfeited before the claim becomes barred
by law and no unpaid dividend shall bear interest as against the Company.

 

CAPITALIZATION

 

165.

Capitalization.

()__ The Company in General Meeting may, upon the recommendation of
the Board, resolve:

(a) _ that it is desirable to capitalize any part of the amount for the time
being standing to the credit of any of the Company’s reserve accounts,
or to the credit of the Profit and Loss account, or otherwise available
for distribution; and

(b) that such sum be accordingly set free for distribution in the manner
specified in clause (2) amongst the members who would have been
entitled thereto, if distributed by way of dividend and in the same
proportions.

(2) The sums 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 any 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 Capital Redemption Reserve
Account may, for the purposes of this regulation, only be applied in
the paying up of unissued shares to be issued to members of the
Company and fully paid bonus shares.

(4) The Board shall give effect to the resolution passed by the Company
in pursuance of this regulation.

 

166.

Fractional Certificates.

(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 capitalized thereby and all allotments and issues of fully
paid shares, if any, and

(b) generally to do all acts and things required to give effect thereto.

(2) The Board shall have full power -

(a) to make such provision, by the issue of fractional certificates or by
payment in cash or otherwise as it thinks fit, in case of shares
becoming distributable in fractions; and also

(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 to which they may be entitled upon such capitalization, or (as
the case may require) for the payment by the Company on their behalf,
by the application thereto of their respective proportions, of the profits
resolved to be capitalized, of the amounts 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 all such members.

(4) That for the purpose of giving effect to any resolution, under the
preceding paragraph of this Article, the Directors may give such
directions as may be necessary and settle any questions or difficulties
that may arise in regard to any issue including distribution of new
equity shares and fractional certificates as they think fit.

 

 

167.

 

Inspection of Minutes Books
of General Meetings.

 

(1) _ The books containing the minutes of the proceedings of any General
Meetings of the Company shall be open to inspection of members
without charge on such days and during such business hours as may
consistently with the provisions of Section 119 of the Act be

 

 

348
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100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

Article
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Particulars

 

determined by the Company in General Meeting and the members will
also be entitled to be furnished with copies thereof on payment of
regulated charges.

Any member of the Company shall be entitled to be furnished within
seven days after he has made a request in that behalf to the Company
with a copy of any minutes referred to in sub-clause (1) hereof on
payment of Rs. 10 per page or any part thereof.

Q)

 

168.

Inspection of Accounts

The Board 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 of the company, or any of them, shall be open
to the inspection of members not being directors.

No member (not being a director) shall have any right of inspecting any
account or book or document of the company except as conferred by
law or authorised by the Board or by the company in general meeting.

a)

b)

 

FOREIGN REGISTER

 

169.

Foreign Register.

‘The Company may exercise the powers conferred on it by the provisions of
the Act with regard to the keeping of Foreign Register of its Members or
Debenture holders, and the Board may, subject to the provisions of the Act,
make and vary such regulations as it may think fit in regard to the keeping of
any such Registers.

 

DOCUM!

[ENTS AND SERVICE OF NOTICES

 

170.

Signing of documents &
notices to be served or given.

‘Any document or notice to be served or given by the Company be signed by
a Director or such person duly authorised by the Board for such purpose and
the signature may be written or printed or lithographed.

 

171.

Authentication of documents
and proceedings.

Save as otherwise expressly provided in the Act, a document or proceeding
requiring authentication by the company may be signed by a Director, the
Manager, or Secretary or other Authorised Officer of the Company and need
not be under the Common Seal of the Company.

 

WINDING UP

 

172.

Subject to the provisions of Chapter XX of the Act and rules made
thereunder—

(i) 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.

(ii) 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.

(iii) 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

 

173.

Directors’ and others right to
indemnity.

Subject to provisions of the Act, every Director, or Officer or Servant of the
Company or any person (whether an Officer of the Company or not)
employed by the Company as Auditor, shall be indemnified by the Company
against and it shall be the duty of the Directors to pay, out of the funds of the
Company, all costs, charges, losses and damages which any such person may
incur or become liable to, by reason of any contract entered into or act or
thing done, concurred in or omitted to be done by him in any way in or about
the execution or discharge of his duties or supposed duties (except such if
any as he shall incur or sustain through or by his own wrongful act neglect
or default) including expenses, and in particular and so as not to limit the
generality of the foregoing provisions, against all liabilities incurred by him
as such Director, Officer or Auditor or other officer of the Company in
defending any proceedings whether civil or criminal in which judgment is
given in his favor, or in which he is acquitted or in connection with any
application under Section 463 of the Act on which relief is granted to him by
the Court.

 

 

174,

 

Not responsible for acts of
others

 

Subject to the provisions of the Act, no Director, Managing Director or other
officer of the Company shall be liable for the acts, receipts, neglects or
defaults of any other Directors or Officer, or for joining in any receipt or

 

 

349
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Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

 

Article
No.

Articles

Particulars

 

other act for conformity, or for any loss or expense happening to the
Company through insufficiency or deficiency of title to any property
acquired by order of the Directors for or on behalf of the Company or for the
insufficiency or deficiency of any security in or upon which any of the
moneys of the Company shall be invested, or for any loss or damage arising
from the bankruptcy, insolvency or tortuous act of any person, company or
corporation, with whom any moneys, securities or effects shall be entrusted
or deposited, or for any loss occasioned by any error of judgment or oversight
on his part, or for any other loss or damage or misfortune whatever which
shall happen in the execution of the duties of his office or in relation thereto,
unless the same happens through his own dishonesty.

 

SECRECY

 

175.

Secrecy

(a) Every Director, Manager, Auditor, Treasurer, Trustee, Member 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, sign a declaration pleading
himself to observe strict secrecy respecting all transactions and affairs
of the Company with the customers and the state of the accounts with
individuals and in matters relating thereto, and shall by such
declaration pledge himself not to reveal any of the matter which may
come to his knowledge in the discharge of his duties except when
required so to do by the Directors or by any meeting or by a Court of
Law and except so far as may be necessary in order to comply with
any of the provisions in these presents contained.

 

 

 

Access

to

information etc.

property

 

(6) No member or other person (other than a Director) shall be entitled to
enter the property of the Company or to inspect or examine the
Company's premises or properties or the books of accounts of the
Company without the permission of the Board of Directors of the
Company for the time being or to require discovery of or any
information in respect of any detail of the Company's trading or any
matter which is or may be in the nature of trade secret, mystery of
trade or secret process or of any matter whatsoever which may relate
to the conduct of the business of the Company and which in the
opinion of the Board it will be inexpedient in the interest of the
Company to disclose or to communicate.

 

 

350
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

SECTION IX- 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 our Company (not
being contracts entered into in the ordinary course of business carried on by our Company or contracts entered
into more than two years before the date of this Red Herring Prospectus) which were material were attached to
the copy of the Red Herring Prospectus which was delivered to the RoC for registration. Copies of these contracts
and also the documents for inspection referred to hereunder, was available for inspection at the Registered Office
between 10 a.m. and 5 p.m. on all Working Days from the date of the Red Herring Prospectus till the Bid/Issue
Closing Date. The copy of the Material Contracts and Documents can be accessed at
http://www.umaexports.net/material-documents.html for the period set out above.

1. Material Contracts for the Issue

@ Issue Agreement dated September 25, 2021, entered into between our Company and the BRLM.
(ii) Registrar Agreement dated August 23, 2021 entered into amongst our Company and the Registrar to the
Issue.

(iii) Tripartite Agreement dated September 04, 2021 between our Company, NSDL and the Registrar to the
Issue

(iv) Tripartite Agreement dated July 3, 2021 between our Company, CDSL and the Registrar to the Issue

(vy) Escrow and Sponsor Banks Agreement dated March 10, 2022 amongst our Company the BRLM,
Syndicate Member, Escrow Collection Banks, Sponsor Banks and the Registrar to the Issue.

(vi) Syndicate Agreement dated March 7, 2022 entered into amongst our Company, the BRLM and the
Syndicate Members.

(vii) | Underwriting Agreement dated March 31, 2022 amongst our Company and the Underwriter.

2. Material Documents

@ Certified copy of the updated Memorandum of Association and Articles of Association of our Company.
(ii) Certificate of incorporation dated March 9, 1988.

(iii) Fresh certificate of incorporation dated March 25, 2010 consequent upon change of name from Uma
Exports Private Limited to Uma Exports Limited.

(iv) Resolution of the Board of Directors dated July 7, 2021, in relation to the Issue.

(v) Shareholders’ resolution dated July 7, 2021, in relation to the Issue.

(vi) Resolution of the Board of Directors of our Company dated and March 15, 2022 approving the Red
Herring Prospectus.

(vii) Resolution of the Board of Directors of our Company dated and March 31, 2022 approving this
Prospectus.

(viii) | Resolution of the IPO Committee dated September 25, 2021, taking on record and approving the Draft
Red Herring Prospectus.
(ix)

(x)

(xi)
(xii)

(xiii)

(xiv)

(xv)

(xvi)

(xvii)

(xviii)

(xix)

(xx)

(xxi)

(xxii)

(xxiii)

(xxiv)

(xxv)

PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

Resolution of the IPO Committee dated September 25, 2021, taking on record and approving the working
capital requirements disclosed in this Prospectus.

The examination reports dated February 16, 2022 of the Statutory Auditor, on our Company’s Restated
Consolidated Financial Statements, included in this Prospectus.

Copies of the annual reports of our Company for the Fiscals 2019, 2020 and 2021.
Copy of audited financials for the Half-year ended September 30, 2021.

Statement of Tax Benefits dated September 25, 2021 from the Statutory Auditor included in this
Prospectus.

Shareholders’ Agreement dated November 13, 2014 entered into between our Company and Manoj
Kumar Srinivas Pacheriwala in relation to acquisition of 100% shareholding in U.E.L International FZE.

Consent of the Promoters, Directors, the BRLM, Syndicate Members, Registrar to the Issue, Bankers to
our Company, Company Secretary and Compliance Officer and Chief Financial Officer as referred to in
their specific capacities.

Consent of Escrow and Sponser Bank to the Issue namely ICICI Bank Limited dated February 21, 2022,
and consent of Sponser Banks namely HDFC Bank Limited, Axis Bank Limited and Kotak Mahindra
Bank Limited dated March 4, 2022, as referred to in their specific capacities.

Consent dated and March 15, 2022, from the statutory & peer review auditor, Mamta Jain & Associates,
to include their name as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the
extent and in their capacity as the Statutory Auditors and in respect of the: (i) Restated Consolidated
Financial Statements and their examination report dated February 16, 2022 on the Restated Financial
Statements; and (ii) the statement of tax benefits dated September 25, 2021 included in this Prospectus
and such consent has not been withdrawn as on the date of this Prospectus;

Consent letter dated September 25, 2021, from M/s. BD Associates, for inclusion of its name as Legal
Advisor to the Issue in the Prospectus.

Consent letter dated September 25, 2021, from Saffron Capital Advisors Private Limited for inclusion of
its name as Advisors to the Issue in the Prospectus.

Consent letter dated September 25, 2021, from M/s. Ridhvi Corporate Services for inclusion of its name
as Advisors to the Company in the Prospectus.

Consent letter dated September 25, 2021, issued by Ms. Chandni Maheshwari, Company Secretary in
Practice in relation to the search report dated August 25, 2021.

Due Diligence Certificate dated September 25, 2021 addressed to SEBI from the BRLM.

In principle listing approvals dated November 03, 2021 and November 12, 2021 issued by BSE and NSE
respectively.

Copy of the SEBI observation letter dated February 7, 2022 and Company’s reply to the observation
letter dated February 22, 2022 and March 10, 2022.

Any of the contracts or documents mentioned in this 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, 2013 and
other relevant statutes.

352
PROSPECTUS
Dated: March 31, 2022
100% Book Built Issue
(Please read section 32 of the Companies Act, 2013)

DECLARATION

We hereby declare that all relevant provisions of the Companies Act 2013 and the rules, regulations and guidelines
issued by the Government of India, or the rules, regulations or guidelines issued by the SEBI, established under
Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with
and no statement made in this Prospectus is contrary to the provisions of the Companies Act 2013, the Securities
Contracts (Regulation) Act, 1956, the Securities Contract (Regulation) Rules, 1957 and the Securities and
Exchange Board of India Act, 1992, each as amended, or the rules, regulations or guidelines issued thereunder,
as the case may be. We further certify that all the statements and disclosures made in this Prospectus are true and
correct.

SIGNED BY THE DIRECTORS OF THE COMPANY

 

Name & Designation Signature

Madan Mohan Khemuka SD/-
Non Executive Director

 

 

Rakesh Khemka SD/-
Managing Director

 

Manmohan Saraf SD/-
Executive Director

 

 

 

Priti Saraf SD/-
Independent Director
Suman Agarwal SD/-
Independent Director
Vivek Parasramka SD/-
Independent Director

 

 

SIGNED BY THE KEY MANAGERIAL PERSONNEL OF THE COMPANY

 

Name & Designation Signature
Sriti Singh Roy SD/-
Company Secretary & Compliance Officer

 

 

Manmohan Saraf SD/-
Chief Financial Officer

 

 

 

 

Place: Kolkata
Date: March 31, 2022

353
