PROSPECTUS
March 31, 2022

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

 

(Please scan this QR Code to view the Red Herring Prospectus)

RUCHI SOYA INDUSTRIES LIMITED

CORPORATE IDENTITY NUMBER: L15140MH1986PLC038536
Ruchi House, Royal Palms, Survey No. 169 Office No. 601, Part B-2, Metro Tower “'Ramji Lal Gupta
|Aarey Milk Colony, Near Mayur Nagar 6th Floor, Vijay Nagar, AB Road ‘Company Secretary and Compliance Officer
|Goregaon (East), Mumbai 400 065 Indore 452 010 Madhya Pradesh
Maharashtra
‘ruchisoyasecretarial@ruchisoya.com Registered Office: +91 22 6109 0100 / 200 ‘www.tuchisoya.com
Corporate Office: + 91731 476 7009 / 109

‘The Issue is being made pursuant to Regulations 103(1) and 129(1)
Rah Laie Up to & 4,30,000 lakhs Not applicable Up to & 4,30,000 lakhs Of the SEBI ICDR Regulations. For details in relation to share
reservation among QIBs, Nils, Rils and Eligible Employees, see

| “Issue Structure” on page 502.

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 “Risk Factors” on es 33.

‘Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our
Company and the Issue, which is material in the context of the Issue, that the information contained in this Red Herring 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

lthis Red twa Pest as a whole or we of such information or the ce of a such sm or intentions ta in a material sina |

‘The Equity Shares are listed on BSE and NSE. Our Company has received an ‘in-principle” approval from BSE and NSE for the listing of the Equity Shares pursuant to their
letters both dated July 5, 2021, For the purposes of this Issue, BSE shall be the Designated Stock Exchange. A signed copy of the Red Herring Prospectus and this Prospectus|
shall be delivered to the RoC for filing 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 this Red aetne Pena until the Bid/ Issue Closing Date, see “Material Contracts and Documents for Pepe ” on page 544.
Aes CAPITAL J ICICI Securities

'SBI Capital Markets Limited |Axis Capital Limited ICICI Securities Limited

Contact person: Aditya Deshpande Contact person: Pratik Pednekar |Contact person: Shekher Asnani / Gaurav Mittal
‘Telephone: + 91 22-2217 8300 Telephone: + 91 22-4325 2183 ‘Telephone: + 91 226807 7100
rsil.ipo@sbicaps.com E-mail: rsil.fpo@axiscap. E-mail: rsil.ipo@icicisecutiries.com

Link Intime India Private Limited Shanti Gopalkrishnan ‘Telephone: +9122 4918 6200;

| | E-mail: cotati

ANCHOR INVESTOR BIDDING DATE WEDNESDAY, MARCH 23, 2022
BID/ISSUE OPENED ON THURSDAY, MARCH 24, 2022
_— BIDASSUECLOSEDON- ______ MONDAY, MARCH 28,2022, id
Note: Pursuant to the letter received from SEBI bearing reference number SEBI/HO/CFD/DIL2/P/OW/2022/12862/1 dated March 28, 2022, all Bidders (except
Anchor Investors) were given an option to withdraw their Bids. The window for withdrawal of Bids was available from Monday, March 28, 2022 to Wednesday,

March 30, 2022.

 
PROSPECTUS
‘March 31, 2022
Please read section 32 of the Companies Act, 2013,

 

RUCHI SOYA INDUSTRIES LIMITED

Our Company was incorporated as a public limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated January 6, 1986, issued by the Registrar of Companies, Maharashtra at
‘Mumbai (‘RoC”). Our Company commenced operations pursuant to a certificate for commencement of business dated January 14, 1986, issued by RoC. Pursuant to completion of the CIRP initiated before the National
Company Law Tribunal at Mumbai in terms of the Insolvency and Bankruptcy Code, 2016, as amended and upon implementation of the Patanjali Resolution Plan, our Company was acquired by its Promoters. For
further details, including details relating to changes in the registered office, see “History and Certain Corporate Matters” on page 259.

 

Registered Office: Ruchi House, Royal Palms, Survey No. 169, Aarey Milk Colony, Near Mayur Nagar, Goregaon (East), Mumbai 400 065, Maharashtra; Tel: +91 22 6109 0100 / 200.
Corporate Office: Office No. 601, Part B-2, Metro Tower, 6th Floor, Vijay Nagar, AB Road, Indore 452 010 Madhya Pradesh; Tel: + 91 731 476 7009 / 109; Website: www.ruchisoya.com.
Contact Person: Ramji Lal Gupta, Company Secretary and Compliance Officer; Tel: +91 731 476 7009 / 109; E-mail: ruchisoyasecretarial @ruchisoya.com;
Corporate Identity Number: 1.15140MH1986PI.C038536

FURTHER PUBLIC OFFERING OF UP TO 6,61,53,846* EQUITY SHARES OF FACE VALUE OF & 2 EACH (“EQUITY SHARES”) OF RUCHI SOYA INDUSTRIES LIMITED (“OUR COMPANY”
OR “THE COMPANY” OR “THE ISSUER”) FOR CASH AT A PRICE OF ¢ 650.00 PER EQUITY SHARE (INCLUDING SHARE PREMIUM OF 648.00 PER EQUITY SHARE) (THE “ISSUE PRICE”)
AGGREGATING UP TO Z 4,30,000 LAKHS (THE “ISSUE”). THE ISSUE INCLUDES A RESERVATION OF UP TO 10,000 EQUITY SHARES AGGREGATING UP TO 65.00 LAKHS, FOR
SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREINAFTER) (THE “EMPLOYEE RESERVATION PORTION"). THE ISSUE LESS THE EMPLOYEE RESERVATION PORTION
IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”, AGGREGATING UP TO 6,61,43,846 EQUITY SHARES. THE ISSUE AND THE NET ISSUE SHALL CONSTITUTE 18.27 % AND 18.27 %
OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY, RESPECTIVELY.

 

* Subject to the finalisation of the Basis of Allotment

‘THE ISSUE PRICE IS 325 TIMES THE FACE VALUE OF THE EQUITY SHARES.

 

Tn case of any revision in the Price Band, the Bid Issue Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid Issue Period not exceeding 10 Working
Days. In cases of force majeure, banking strike or similar circumstances, our Company may, for reasons to be recorded in writing, extend the Bid / Issue Period for @ minimum of three Working Days, subject to the
Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/ Issue Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by issuing a
public notice, and also by indicating the change on the respective websites of the BRLMs and at the terminals of the Members of the Syndicate and by intimation to Designated Intermediaries and the Sponsor Banks.

      

 

This Issue was made through the Book Building Process in accordance with Regulation 129 (1) of the SEBI ICDR Regulations wherein noi more than 50% of the Net Issue shall be available for allocation on @
proportionate basis to Qualified Institutional Buyers (“QUBs”) (the “QB Portion”), provided that our Company, in consultation with the BRLMs may allocate up to 60% of the QIB Portion to Anchor Investors on a
discretionary basis. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the Anchor Investor
Allocation Price. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QUB Portion shall be available
for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Rls and Nils will not be eligible for
subscription to the unsubscribed QIB portion, if any. Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net
Issue shall be available for allocation to Retail Individual Bidders in accordance with the SEBI [CDR Regulations, subject to valid Bids being received from them at or above the Issue Price. Furthermore, up to 10,000
Equity Shares will be available for allocation to Eligible Employees, subject to valid Bids being received from them at or above the Issue Price as applicable for the Employee Reservation Portion). All Bidders (other
than Anchor Investors) shall mandatorily participate in this Issue through the Application Supported by Block Amount (“ASBA”) process and shall provide details of their respective bank account (including UPI 1D
for Retail Individual Investors using UPI Mechanism) in which the Bid Amount will be blocked by the SCSBs or the Sponsor Banks, as the case may be. Anchor Investors are not permitted to participate in the Anchor
Investor Portion through the ASBA process. For details, see “Issue Procedure” on page 505.

 

   

 

 

 

    

‘The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the laws of any state of the United States and may not be offered or sold
in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. The Equity Shares are being
offered and sold only outside the United States in offshore transactions as defined in and in reliance on Regulation S under the U.S. Securities Act (“Regulation S”).

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 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 “Risk Factors” on page 33.

 

‘Our Company having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Issue, which is material in the context of
the Issue, that the information contained in this 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.

‘The Equity Shares are listed on BSE. and NSE. Our Company has received an ‘in-prineiple” approval from BSE and NSE for the listing of the Equity Shares pursuant to their letters both dated July 5, 2021. For the
purposes of this Issue, BSE shall be the Designated Stock Exchange. A signed copy of the Red Herring Prospectus and this Prospectus shall be delivered to the RoC for filing 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 this Prospectus until the Bid/ Issue Closing Date, see “Material Contracts and Documents for

   
  
  
  
  
  
  
   
   
 

1 ICICI Securities

   
   
  
  
  
  
  
  
   
 

LINKIntime

      

     
  
  
  
  
  
  
 

SBI Capital Markets Limited Axis Capital Limited ICICI Securities Limited Link Intime India Private Limited
202, Maker Tower “E” Ast floor, Axis House ICICI Venture House C-101, 247 Park
Cuffe Parade C-2 Wadia International Centre ‘Appasaheb Marathe Marg, Prabhadevi L.B.S Marg, Vikbroli (West)

‘Mumbai — 400 005, Maharashtra
Tel: + 91 22-2217 8300

E-mail: rsil.po@sbicaps.com
Investor Grievance E-m:

P.B, Marg, Worli
‘Mumbai — 400 025, Maharashtra
Tel: + 91 22-4325 2183

Email: rsil.po@axiscap.in
Investor Grievance e-mail
complaints@axiscap.in
Website: www.axiscapital.co.in
Contact Person: Pratik Pednekar

‘SEBI Registration No.: INM000012029

‘Mumbai — 400 025, Maharashtra
Tel: + 91 226807 7100

Email: rsil.{po@icicisecutiries.com
Investor Grievance e-mail:
customercare@icicisecurities.com
Website: www icicisecurities.com
Contact Person: Shekher Asnani / Gaurav
Mittal

‘SEBI Registration No.: INM000011179

‘Mumbai 400 083, Maharashtra

 

ruchisoya.fpo@linkintime.co.in
Investor grievance email:
ruchisoya.fpo@linkintime.co.in
‘Website: www.linkintime.co.in
Contact Person: Shanti Gopalkrishnan
‘SEBI Registration No.: INR000004058

 

 

investor.relations@sbicaps.com
Website: www.sbicaps.com
Contact Person: Aditya Deshpande

   
  
 
 
 

   
 

 

‘THURSDAY, MARCH 24, 2022

 

 

 

 

MONDAY, MARCH 28, 2022

 

 

 

Note: Pursuant to the letter received from SEBI bearing reference number SEBI/HO/CFD/DIL2/P/OW/2022/12862/1 dated March 28, 2022, all Bidders (except Anchor
Investors) were given an option to withdraw their Bids. The window for withdrawal of Bids was available from Monday, March 28, 2022 to Wednesday, March 30, 2022.
TABLE OF CONTENTS

SECTION I - GENERAL...

 

DEFINITIONS AND ABBREVIATIONS ...
CERTAIN CONVENTIONS, CURRENCY OF PRESENTATION, USE OF FINANCIAL INFORMATION,
INDUSTRY AND MARKET DATA..
FORWARD-LOOKING STATEMENT:
SUMMARY OF THE ISSUE DOCUMENT.

 

 
  
 

SECTION II - RISK FACTORS

 

SECTION III - INTRODUCTION.

SUMMARY OF FINANCIAL INFORMATION
THE ISSUE.....
GENERAL INFORMATION.
CAPITAL STRUCTURE.
OBJECTS OF THE ISSUE
BASIS FOR ISSUE PRICE...
STATEMENT OF SPECIAL TAX BENEFITS.

 

 
 
 
 
  
 
 

SECTION IV - ABOUT OUR COMPANY...

 

INDUSTRY OVERVIEW...
OUR BUSINESS...

KEY REGULATIONS AND POLICIES
HISTORY AND CERTAIN CORPORATE MATTERS.
OUR MANAGEMENT...
OUR PROMOTERS AND PROMOTER GROUP ..
OUR GROUP COMPANIES
DIVIDEND POLICY ..

 

  
 
  
 
 
 

SECTION V- FINANCIAL INFORMATION

RESTATED FINANCIAL STATEMENTS.
OTHER FINANCIAL INFORMATION
CAPITALISATION STATEMENT...

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS ..
FINANCIAL INDEBTEDNESS..
STOCK MARKET DATA FOR EQUITY SHARES OF OUR COMPANY

SECTION VI - LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS
GOVERNMENT AND OTHER 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 - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION

 

SECTION IX - OTHER INFORMATION...

 

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTIO!

 

ANNEXURE I.
DECLARATION

 

 
SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or
implies, or unless otherwise specified, shall have the meaning as provided below, and references to any
legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act, regulation, rule guidelines
or policy as amended from time to time and any reference to a statutory provision shall include any subordinate
legislation made from time to time under that provision.

The words and expressions used in 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.

Notwithstanding the foregoing, terms in “Main Provisions of the Articles of Association”, “Statement of Special
Tax Benefits”, “Industry Overview”, “Key Regulations and Policies”, “Restated Financial Statements”, “Basis
for Issue Price” and “Outstanding Litigation and Other Material Developments”, on pages 526, 123, 130, 249,

 

321, 120 and 466 respectively will have the meaning ascribed to such terms in those respective sections.

General Terms

 

 

 

 

 

Term Description
“our Company”, “the | Ruchi Soya Industries Limited, a company incorporated under the
Company” or “the Issuer”, | Companies Act, 1956, and having its registered office at Ruchi House,
“we”, “us”, or “our” Royal Palms, Survey No. 169, Aarey Milk Colony, Near Mayur Nagar,
Goregaon (East), Mumbai 400 065 Maharashtra
Company Related Terms
Term Description
AGM Annual general meeting of our Shareholders, as convened from time to time

 

Articles or Articles of
Association or AoA

The articles of association of our Company, as amended from time to time

 

Auditor or Statutory Auditor

The current statutory auditor of our Company, namely, Chaturvedi & Shah
LLP

 

Audit Committee

Audit Committee of our Company as described in “Our Management” on
page 272

 

Board or Board of Directors

The board of directors of our Company (including any duly constituted
committee thereof)

 

Biscuits Brand _License

Agreement

Brand license agreement executed between our Company and Patanjali
Ayurved Limited dated May 11, 2021

 

Breakfast Cereals and Noodles
Brand License Agreement

Brand license agreement executed between our Company and Patanjali
Ayurved Limited dated June 2, 2021

 

Business Transfer Agreement

Business transfer agreement executed between our Company and Patanjali
Natural Biscuits Private Limited dated May 11, 2021

 

Chairman

The chairman of our Company namely Acharya Balkrishna. For details, see
“Our Management” on page 272

 

Chief Executive Officer

Chief executive officer of our Company. For details, see “Our
Management” on page 272

 

Chief Financial Officer

Chief financial officer of our Company. For details, see “Our Management”
on page 272

 

 

 

 

Compliance Officer

 

CoC Committee of Creditors

CIRP Corporate insolvency resolution process undertaken in accordance with the
IBC

Company Secretary and | Company secretary and compliance officer of our Company. For details, see

“Our Management” on page 272

 

 
 

 

Term Description
Contract Manufacturing | Contract Manufacturing Agreement executed between our Company and
Agreement Patanjali Ayurved Limited dated June 2, 2021, read along with the

addendum to the contract manufacturing agreement dated June 29, 2021,
and second addendum dated August 14, 2021, and third addendum to the
contract manufacturing agreement dated February 15, 2022

 

Corporate Office

The corporate office of our Company, situated at Office No. 601, Part B-2,
Metro Tower, 6th Floor, Vijay Nagar, AB Road, Indore 452 010 Madhya
Pradesh

 

Corporate Promoters

Ruchi Soya Industries Limited Beneficiary Trust, Patanjali Ayurved
Limited, Vedic Broadcasting Limited, Patanjali Peya Private Limited,
Patanjali Natural Biscuits Private Limited, Divya Packmaf Private Limited,
Divya Yog Mandir Trust, Patanjali Gramudyog Nayas, Patanjali Parivahan
Private Limited, Vedic Ayurmed Private Limited, Sanskar Info TV Private
Limited, Patanjali Agro India Private Limited, SS Vitran Healthcare Private
Limited, Patanjali Paridhan Private Limited, Gangotri Ayurveda Private
Limited, Swasth Aahar Private Limited, Patanjali Renewable Energy
Private Limited and Yogakshem Sansthan. For details, see “Our Promoters
and Promoter Group” on page 287

 

 

 

 

Corporate Social | Corporate Social Responsibility Committee of our Company as described

Responsibility Committee or | in “Our Management” on page 272

CSR Committee

Director(s) The director(s) on the Board of our Company. For details, see “Our
Management” on page 272

Distributor Agreement Distributor Agreement executed between our Company and Patanjali
Ayurved Limited dated June 2, 2021

Divya Pharmacy Super | Super Distributor Agreement executed between Divya Pharmacy (Business

Distributor Agreement

Undertaking of Divya Yog Mandir Trust) and our Company dated June 29,
2021

 

 

 

Edible Oil Brand License | Brand license agreement executed between Patanjali Ayurved Limited and
Agreement our Company dated June 29, 2021

Equity Shares The equity shares of our Company of face value of = 2 each

ESOP-2007 An erstwhile employee stock option scheme, titled “Ruchi Soya Industries

Limited — Employee Stock Option Plan 2007”

 

Group Companies

Companies (other than the current Corporate Promoters, erstwhile corporate
promoters of the Company, erstwhile promoter group entities of the
Company and erstwhile subsidiaries and joint venture of the Company) with
which there were related party transactions as disclosed in the Restated
Financial Statements under the applicable Accounting Standards and also
any other company considered material by our Board, as identified in the
section entitled “Our Group Companies” on page 313

 

Identified Entities

11 erstwhile subsidiaries (including erstwhile step-down subsidiaries) and
one erstwhile joint venture of the Company held “in trust and for the cost
and benefit of the Identified Buyer” on and from December 18, 2019, in
accordance with the NCLT Order

 

Implementation Date

The implementation date of the Patanjali Resolution Plan being December
18, 2019

 

Independent Director(s)

Independent directors on our Board, and who are eligible to be appointed as
independent directors under the provisions of the Companies Act and the
SEBI Listing Regulations.

For details of the Independent Directors, see “Our Management” on page
272

 

Individual Promoters

The individual promoters of our Company, namely Acharya Balkrishna,
Ram Bharat and Snehlata Bharat

 

Issue Committee

The committee of our Board, constituted to facilitate the process of the Issue
and authorised to do all acts on behalf of our Board

 

 

KMP/
Personnel

Key Management

 

Key management personnel of our Company in terms of Regulation 2(1)(bb)
of the SEBI ICDR Regulations and Section 2(51) of the Companies Act,

 

 
 

 

 

Term Description
2013 and as further described in “Our Management — Key Managerial
Personnel” on page 284
Materiality Policy The policy adopted by our Board on June 9, 2021 for identification of

material: (a) outstanding litigation proceedings; (b) Group Companies; and
(c) creditors, pursuant to the requirements of the SEBI ICDR Regulations
and for the purposes of disclosure in the Draft Red Herring Prospectus, the
Red Herring Prospectus and this Prospectus

 

Managing Director

The managing director of our Company namely Ram Bharat

 

Memorandum or Memorandum
of Association or MoA

The memorandum of association of our Company, as amended from time to
time

 

NCLT

National Company Law Tribunal at Mumbai

 

NCLT Order

The orders dated July 24, 2019, and September 4, 2019, passed by the
National Company Law Tribunal, Mumbai, approving the Patanjali
Resolution Plan

 

Nutraceuticals Brand License
Agreement

Brand license agreement executed between our Company and Patanjali
Ayurved Limited dated June 2, 2021 read along with addendum to the brand
license agreement dated June 29, 2021 and amendment agreement to the
brand license agreement dated February 15, 2022

 

Nomination and Remuneration
Committee

The nomination and remuneration committee of our Board, as described in
“Our Management” on page 272

 

 

 

 

 

 

Non-Executive Non- | Non-executive non-independent director of our Company. For details, see

Independent Director “Our Management” on page 272

PAL Patanjali Ayurved Limited

PAL Super Distributor | Super Distributor Agreement executed between Patanjali Ayurved Limited

Agreement and our Company dated June 29, 2021

Patanjali Assignment | Assignment agreement executed between Patanjali Ayurved Limited and

Agreement our Company dated June 2, 2021

Patanjali Consortium Consortium of Patanjali Ayurved Limited, Patanjali Parivahan Private
Limited, Divya Yog Mandir Trust and Patanjali Gramudyog Nayas

Patanjali Consortium | A special purpose vehicle incorporated as a company under the provisions

Adhigrahan Private Limited /
PCAPL

of the Companies Act, 2013, with its registered office at 307, Punit
Chambers, Plot 796, Sector -18, Turbhe, Navi Mumbai, Thane,
Maharashtra — 400 705. Pursuant to conclusion of the CIRP and in
accordance with the Patanjali Resolution Plan, such special purpose vehicle
has merged with our Company

 

Patanjali Resolution Plan

The resolution plan submitted by Patanjali Consortium approved by the
National Company Law Tribunal by its orders dated July 24, 2019 and
September 4, 2019 and implemented on December 18, 2019

 

PNBPL

Patanjali Natural Biscuits Private Limited

 

Preference Shares

The preference shares of our Company of face value of 2100 each

 

Promoter Group

Persons and entities constituting the promoter group of our Company,
pursuant to Regulation 2 (1)(pp) of the SEBI ICDR Regulations and as
disclosed in “Our Promoters and Promoter Group” on page 287

 

Promoters

Acharya Balkrishna, Ram Bharat, Snehlata Bharat, Ruchi Soya Industries
Limited Beneficiary Trust, Patanjali Ayurved Limited, Vedic Broadcasting
Limited, Patanjali Peya Private Limited, Patanjali Natural Biscuits Private
Limited, Divya Packmaf Private Limited, Divya Yog Mandir Trust,
Patanjali Gramudyog Nayas, Patanjali Parivahan Private Limited, Vedic
Ayurmed Private Limited, Sanskar Info TV Private Limited, Patanjali Agro
India Private Limited, SS Vitran Healthcare Private Limited, Patanjali
Paridhan Private Limited, Gangotri Ayurveda Private Limited, Swasth
Aahar Private Limited, Patanjali Renewable Energy Private Limited and
Yogakshem Sansthan

 

Purchase Agreement

Purchase Agreement executed between Patanjali Ayurved Limited and our
Company dated December 24, 2021

 

 

Risk Management Committee

 

The risk management committee of our Board, as described in “Our
Management” on page 272

 

 
 

Term

Description

 

Registered Office

The registered office of our Company located at Ruchi House, Royal Palms,
Survey No. 169, Aarey Milk Colony, Near Mayur Nagar, Goregaon (East),
Mumbai 400 065

 

Registrar of Companies or RoC

The Registrar of Companies, Maharashtra at Mumbai

 

Restated Financial Statements

Our res1tated Ind AS summary statement of assets and liabilities for the six
months period ended September 30, 2021 and as at March 31, 2021, March
31, 2020 and March 31, 2019 and the restated Ind AS summary statement
of profits and losses (including other comprehensive income) and the
restated Ind AS summary statement of cash flow and the restated Ind AS
summary statement of changes in equity for the six months period ended
September 30, 2021 and for Fiscals ended March 31, 2021, March 31, 2020
and March 31, 2019 together with the summary statement of significant
accounting policies and other explanatory information thereon, each derived
from our audited financial statements as at and for the six months period
ended September 30, 2021 and for Fiscals ended March 31, 2021, March
31, 2020 and March 31, 2019 prepared in accordance with Ind AS, and
restated in accordance with the SEBI ICDR Regulations, as amended from
time to time, and the Guidance Note on Reports in Company Prospectuses
(Revised 2019) issued by the ICAI.

 

 

 

 

Shareholders/ Equity | Shareholders of our Company from time to time / The holders of the Equity
Shareholders Shares from time to time

Stakeholders Relationship | Stakeholders Relationship Committee of our Company as described in “Our
Committee Management” on page 272

Technopak Technopak Advisors Private Limited

Technopak Report Report on Indian Packaged Food Industry dated January 3, 2022 prepared

by Technopak

 

Take or Pay Agreement

 

Take or pay agreement executed between our Company, Patanjali Ayurved
Limited and SBICAP Trustee Company Limited dated January 17, 2020
read with first supplement and amendment agreement to take or pay
agreement dated July 21, 2020

 

Issue Related Terms

 

 

 

Term Description
Acknowledgement Slip The slip or document issued by a Designated Intermediary(ies) to the Bidder
as proof of submission of the Bid cum Application Form
Addendum The Addendum to the Red Herring Prospectus, dated March 20, 2022, filed

with SEBI in relation to this issue

 

Allot / Allotment / Allotted

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

 

Allotment Advice

A note or advice or intimation of Allotment sent to the successful Bidders
who have been or are to be Allotted the Equity Shares offered in the Issue
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

A Qualified Institutional Buyer, who applied under the Anchor Investor
Portion in accordance with the requirements specified in the SEBI ICDR
Regulations and the Red Herring Prospectus and who has bid for an amount
of at least = 1,000 lakhs

 

Anchor Investor Allocation

Price

The price at which Equity Shares were allocated to Anchor Investors in terms
of the Red Herring Prospectus and this Prospectus, will be decided by our
Company, in consultation with the BRLMs during the Anchor Investor
Bidding Date

 

Anchor Investor Application
Form

 

 

The form used by an Anchor Investor to make a Bid in the Anchor Investor
Portion and which was be considered as an application for Allotment in terms
of the Red Herring Prospectus and this Prospectus

 

 

 
 

Term

Description

 

Anchor Investor Bidding Date

March 23, 2022, being one Working Day prior to the Bid/Issue Opening Date,
on which Bids by Anchor Investors were submitted, and allocation to Anchor
Investors wascompleted

 

Anchor Investor Issue Price

% 650.00 being the final price at which the Equity Shares will be Allotted to
Anchor Investors in terms of the Red Herring Prospectus and this Prospectus,.
The Anchor Investor Issue Price was decided by our Company, in
consultation with the BRLMs

 

Anchor Investor Portion

Up to 60% of the QIB Portion which was allocated by our Company in
consultation with the BRLMs, to Anchor Investors on a discretionary basis,
in accordance with the SEBI ICDR Regulations.

One-third of the Anchor Investor Portion was reserved for domestic Mutual
Funds, subject to valid Bids being received from domestic Mutual Funds at
or above the Anchor Investor Allocation Price, in accordance with the SEBI
ICDR Regulations

 

Anchor Investor Pay-In Date

With respect to Anchor Investor(s), it was the Anchor Investor Bid/Offer
Period, and in the event the Anchor Investor Allocation Price is lower than
the Issue Price, not later than two Working Days after the Bid/ Issue Closing
Date

 

ASBA or Application
Supported by Blocked Amount

The application, whether physical or electronic, used by ASBA Bidder to
make a Bid and authorising an SCSB to block the Bid Amount in the specified
bank account maintained with such SCSB or to block the Bid Amount using
the UPI Mechanism, as applicable

 

ASBA Account

A bank account maintained with an SCSB by an ASBA Bidder, as and
specified in the ASBA Form submitted by ASBA Bidders for blocking the
Bid Amount mentioned in the relevant ASBA Form and included a bank
account maintained by a Retail Individual Investor linked to a UPI ID, which
is blocked upon acceptance of a UPI Mandate Request made by the Retail
Individual Investor using the UPI Mechanism

 

ASBA Bidders

All Bidders except Anchor Investors

 

ASBA Form

An application form, whether physical or electronic, used by ASBA Bidders
which will be considered as the application for Allotment in terms of the Red
Herring Prospectus and this Prospectus

 

AXISCAP

Axis Capital Limited

 

Banker(s) to the Issue

Collectively, the Escrow Collection Bank, Refund Bank, Sponsor Banks and
Public Issue Account Bank

 

Basis of Allotment

The basis on which Equity Shares offered in the Issue will be Allotted to
successful Bidders under the Issue, as described in “Jsswe Procedure” on
page 505

 

Bid

An indication to make an offer during the Bid/Issue Period in terms of the
Red Herring Prospectus and the Bid Cum Application Form by an ASBA
Bidder pursuant to submission of the ASBA Form, or during the Anchor
Investor Bidding Date by an Anchor Investor pursuant to submission of the
Anchor Investor Application Form, 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. The term “Bidding” shall be construed accordingl

 

Bid Amount

The highest value of optional Bids indicated in the Bid cum Application Form
and, in the case of Retail Individual Investors Bidding at the Cut-off Price,
the Cap Price multiplied by the number of Equity Shares Bid for by such RII
and mentioned in the Bid cum Application Form and payable by the Bidder
or blocked in the ASBA Account of the Bidder, as the case may be, upon
submission of the Bid in the Issue

 

Bid cum Application Form

The Anchor Investor Application Form or the ASBA Form, as the context
requires

 

Bid Lot

21 Equity Shares and in multiples of 21 Equity Shares thereafter

 

 

Bid/ Issue Closing Date

 

Except in relation to any Bids received from the Anchor Investors, the date
after which the Designated Intermediaries did not accept any Bids, being
Monday, March 28, 2022

 

 
 

Term

Description

 

Bid/ Issue Opening Date

Except in relation to any Bids received from the Anchor Investors, the date
on which the Designated Intermediaries started accepting Bids, being
Thursday, March 24, 2022

 

Bid/ Issue Period

Except in relation to Anchor Investors, the period between March 24, 2022
and March 28, 2022, inclusive of both days.

Note: Pursuant to the letter received from SEBI bearing reference number
SEBI/HO/CFD/DIL2/P/OW/2022/12862/1 dated March 28, 2022, all Bidders (except Anchor
Investors) were given an option to withdraw their Bids. The window for withdrawal of Bids was
available from Monday, March 28, 2022 to Wednesday, March 30, 2022.

 

Bidder

A prospective investor who makes a Bid pursuant to the terms of the Red
Herring Prospectus and the Bid cum Application Form and unless otherwise
stated or implied, includes an Anchor Investor

 

Bidding Centres

Centres at which the Designated Intermediaries accepted the ASBA Forms,
ie., Designated SCSB Branches for SCSBs, Specified Locations for
Syndicate, Broker Centres for Registered Brokers, Designated RTA
Locations for RTAs and Designated CDP Locations for CDPs

 

Book Building Process

Book building process, as provided in Schedule XIII of the SEBI ICDR
Regulations, in terms of which the Issue was made

 

Book Running Lead Managers
or BRLMs

The book running lead managers to the Issue, being SBI Capital Markets
Limited, Axis Capital Limited and ICICI Securities Limited

 

Broker Centres

Broker centres notified by the Stock Exchanges where Bidders could submit
the ASBA Forms to a Registered Broker

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

 

CAN / Confirmation of
Allocation Note

Notice or intimation of allocation of the Equity Shares sent to Anchor
Investors, who have been allocated the Equity Shares, on/after the Anchor
Investor Bidding Date

 

Cap Price

The higher end of the Price Band,i.e. 650.00 above which the Issue Price
and the Anchor Investor Issue Price was not be finalised and above which no
Bids were accepted.

 

Cash Escrow and Sponsor
Banks Agreement

Agreement dated March 11, 2022 entered into by our Company, the Registrar
to the Issue, the BRLMs, the Syndicate Members and the Banker(s) to the
Issue (in accordance with the UPI Circulars on Streamlining of Public Issues)
for the appointment of the Sponsor Banks in accordance with the UPI
Circulars, the collection of the Bid Amounts from Anchor Investors, transfer
of funds to the Public Issue Account(s) and where applicable, refunds of the
amounts collected from Bidders, on the terms and conditions thereof

 

Client ID

Client identification number maintained with one of the Depositories in
relation to demat account

 

CDP or Collecting Depository
Participant

A depository participant as defined under the Depositories Act, 1996,
registered with SEBI and who is eligible to procure Bids at the Designated
CDP Locations as per the list available on the websites of BSE and NSE

 

Collecting Registrar and Share
Transfer Agents / CRTAs

Registrar and share transfer agents registered with SEBI and eligible to
procure Bids at the Designated RTA Locations in terms of the UPI Circulars

 

Cut-Off Price

Issue Price, finalised by our Company, in consultation with the BRLMs,
which was the price within the Price Band being = 650.

Only Retail Individual Bidders Bidding in the Retail Portion, Eligible
Employees Bidding under the Employee Reservation Portion were entitled to
Bid at the Cut-off Price. QIBs and Non-Institutional Bidders were not entitled
to Bid at the Cut-off Price

 

Demographic Details

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

 

 

Designated CDP Locations

 

Such locations of the CDPs where Bidders could submit the ASBA Forms.
The details of such Designated CDP Locations, along with names and contact

 

 
 

 

 

Term Description
details of the Collecting Depository Participants which were eligible to
accept ASBA. Forms are available on the
respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com, respectively,) as updated from time to time
Designated Date The date on which the Escrow Collection Banks transfer funds from the

Escrow Accounts to the Public Issue Account or the Refund Account, as the
case may be, and instructions are given to the SCSBs (in case of RIBs using
UPI Mechanism, instructions 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, in terms of the Red
Herring Prospectus and this Prospectus, after the finalisation of the Basis of
Allotment in consultation with the Designated Stock Exchange, following
which the Board of Directors may Allot Equity Shares to successful Bidders
in the Issue

 

Designated Intermediary(ies)

In relation to ASBA Forms submitted by RIIs by authorising an SCSB to
block the Bid Amount in the ASBA Account, Designated Intermediaries shall
mean SCSBs.

In relation to ASBA Forms submitted by RIIs where the Bid Amount was
blocked upon acceptance of UPI Mandate Request by such RIIs using the
UPI Mechanism, Designated Intermediaries shall mean Syndicate, sub-
syndicate/agents, Registered Brokers, CDPs and RTAs.

In relation to ASBA Forms submitted by QIBs and NIIs, Eligible Employees,
Designated Intermediaries shall mean Syndicate, Sub-Syndicate/ agents,
SCSBs, Registered Brokers, the CDPs and RTAs

 

Designated RTA Locations

Such locations of the RTAs where Bidders submitted the ASBA Forms to
RTAs.

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

 

Designated SCSB Branches

Such branches of the SCSBs which collected the ASBA Forms used by the
Bidders, a list of which is available on the website of SEBI at
(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes),
updated from time to time, or at such other website as may be prescribed by
SEBI from time to time

 

Designated Stock Exchange

BSE Limited

 

Draft Red Herring Prospectus
or DRHP

The draft red herring prospectus dated June 12, 2021 issued in accordance
with the SEBI ICDR Regulations, which did not contain complete particulars
of the price at which the Equity Shares will be Allotted and the size of the
Issue

 

 

Eligible Employee(s)

 

Permanent employees of our Company (excluding such employees not
eligible to invest in the Issue under applicable laws, rules, regulations and
guidelines), as on the date of filing of this Prospectus with the RoC and who
continue to be a permanent employee of our Company until the submission
of the ASBA Form and is based, working and present in India or abroad as
on the date of submission of the ASBA Form; and

Director of our Company, whether a whole-time Director or otherwise, not
holding either himself / herself or through their relatives or through any body
corporate, directly or indirectly, more than 10% of the outstanding Equity
Shares (excluding our Promoters and members of Promoter Group and other
Directors not eligible to invest in the Issue under applicable laws, rules,
regulations and guidelines) as of the date of filing of this Prospectus with the
RoC and who continues to be a Director of our Company until submission of
the ASBA Form and is based, working and present in India or abroad as on
the date of submission of the ASBA Form.

 

 
 

Description

 

The maximum Bid Amount under the Employee Reservation Portion by an
Eligible Employee shall not exceed 2% 5,00,000 . However, the initial
Allotment to an Eligible Employee in the Employee Reservation Portion shall
not exceed %2,00,000 . Only in the event of an under-subscription in the
Employee Reservation Portion post initial Allotment, such unsubscribed
portion may be Allotted on a proportionate basis to Eligible Employees
Bidding in the Employee Reservation Portion, for a value in excess of 2
2,00,000 subject to the total Allotment to an Eligible Employee not exceeding
2 5,00,000

 

Eligible FPI(s)

FPIs that are eligible to participate in this Issue in terms of applicable laws,
other than individuals, corporate bodies and family offices

 

Eligible NRI(s)

NR\(s) 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 will constitute an
invitation to subscribe to the Equity Shares

 

Employee Reservation Portion

The portion of the Issue being up to 10,000 Equity Shares which shall not
exceed 5% of the post Issue Equity Share capital of our Company, available
for allocation to Eligible Employees, on a proportionate basis

 

Escrow Account(s)

Account(s) as opened with the Escrow Collection Bank(s) and in whose
favour the Anchor Investors will transfer money through direct credit / NEFT
/ RTGS / NACH in respect of the Bid Amount when submitting a Bid

 

Escrow Collection Bank

The Bank which are clearing members and registered with SEBI as bankers
to an issue and with whom the Escrow Account(s) will be opened, in this case
being Axis Bank Limited

 

First Bidder/ Sole Bidder

Bidder whose name was mentioned in the ASBA Form or the Revision Form
and in case of joint Bids, whose name appeared as the first holder of the
beneficiary account held in joint names

 

Floor Price

The lower end of the Price Band, i.e. % 615.00

 

Fresh Issue

The fresh issue of up to 6,61,53,846 Equity Shares aggregating up to 2
4,30,000 lakhs by our Company

 

General Information.

Document

The General Information Document for investing in public issues prepared
and issued in accordance with the SEBI circular no.
SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI
Circular(s), as amended from time to time. The General Information
Document was available on the websites of the Stock Exchanges and the
BRLMs

 

Gross Proceeds

The gross proceeds of the Issue which will be available to our Company

 

Issue Agreement

The agreement dated June 12, 2021, amongst our Company, and the BRLMs,
pursuant to which certain arrangements are agreed to in relation to the Issue

 

Issue Price

% 650.00 per Equity Share, being the final price within the Price Band, at
which Equity Shares will be Allotted to successful Bidders, other than
Anchor Investors. Equity Shares will be Allotted to Anchor Investors at the
Anchor Investor Issue Price in terms of the Red Herring Prospectus.

The Issue Price was decided by our Company, in consultation with the
BRLMs on the Pricing Date, in accordance with the Book Building Process
and in terms of the Red Herring Prospectus

 

Mobile App(s)

The mobile applications listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=y
es&intmId=40 or such other website as may be updated from time to time,
which may be used by RIIs to submit Bids using the UPI Mechanism

 

I-SEC

ICICI Securities Limited

 

Monitoring Agency

State Bank of India

 

Monitoring
Agreement

Agency

Agreement dated March 11, 2022 entered into between our Company and the
Monitoring Agency

 

 

Mutual Fund Portion

 

6,61,439 Equity Shares which shall be available for allocation to Mutual
Funds only on a proportionate basis, subject to valid Bids being received at
or above the Issue Price

 

 
 

Term

Description

 

Mutual Funds

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

 

Net Issue

The Issue less the Employee Reservation Portion

 

Net Proceeds

The proceeds from the Issue less the Issue related expenses applicable to the
Issue. For further details, see “Objects of the Issue” on page 105

 

Net QIB Portion

The portion of the QIB Portion less the number of Equity Shares Allotted to
the Anchor Investors

 

Non-Institutional —_Investors/

NIlIs

All Bidders that are not QIBs or Retail Individual Investors and who have
Bid for Equity Shares for an amount more than 2 2,00,000 (but not including
NRIs other than Eligible NRIs)

 

Non-Institutional Portion

The portion of the Issue, being not less than 15% of the Net Issue i.e.,
99,21,577 Equity Shares which shall be available for allocation to Non-
Institutional Bidders on a proportionate basis, subject to valid Bids being
received at or above the Issue Price

 

Non-Resident

A person resident outside India, as defined under FEMA and includes NRIs,
FPIs, FVCIs

 

Price Band

Price band of a minimum price of = 615.00 per Equity Share (Floor Price)
and the maximum price of 650.00 per Equity Share (Cap Price) including
any revisions thereof. The Price Band and the minimum Bid Lot for the Issue
was decided by our Company in consultation with the BRLMs

 

Pricing Date

The date on which our Company in consultation with the BRLMs, will
finalise the Issue Price

 

Prospectus

Prospectus dated March 31, 2022 filed with the RoC in accordance with
Section 26 of the Companies Act, 2013, and the SEBI ICDR Regulations
containing, inter alia, the Issue Price that is determined at the end of the Book
Building Process, the size of the Issue and certain other information,
including any addenda or corrigenda thereto

 

Public Issue Account

Bank account(s) as opened with the Public Issue Account Bank(s) under
Section 40(3) of the Companies Act, 2013, to receive monies from the
Escrow Account(s) and ASBA Accounts on the Designated Date

 

Public Issue Account Bank

The banks with which the Public Issue Account(s) is opened for collection of
Bid Amounts from Escrow Account(s) and ASBA Accounts on the
Designated Date, in this case being State Bank of India

 

Qualified Institutional Buyers /
QIBs / QIB Bidders

Qualified institutional buyers as defined under Regulation 2(1)(ss) of the
SEBI ICDR Regulations

 

QIB Portion/ QIB Category

The portion of the Issue (including the Anchor Investor Portion) being up to
50% of the Net Issue consisting of 3,30,71,922 Equity Shares which shall
be allocated on a proportionate basis to QIBs, 5% of which shall be allocated
to Mutual Funds

 

Red Herring Prospectus or
RHP

The Red Herring prospectus dated March 11, 2022 read with the Addendum
dated March 20, 2022 issued in accordance with Section 32 of the Companies
Act, 2013 and the provisions of the SEBI ICDR Regulations, which did not
have complete particulars of the Issue price and the size of the Issue

The Bid/Issue Opening Date shall be at least three Working Days after the
filing of the Red Herring Prospectus with the RoC. The Red Herring
Prospectus has become the Prospectus upon filing with the RoC after the
Pricing Date

 

Refund Account

The account as opened with the Refund Bank, from which refunds, if any, of
the whole or part of the Bid Amount to the Anchor Investors shall be made

 

Refund Bank

The Banker to the Issue with whom the Refund Account will be opened, in
this case being Axis Bank Limited

 

 

Registered Brokers

 

Stock brokers registered with the stock exchanges having nationwide
terminals, other than the BRLMs and the Syndicate Members and who were
eligible to procure Bids in terms of the SEBI circular number
CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI

 

10

 
 

Term

Description

 

Registrar Agreement

The agreement dated June 11, 2021 among 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

Registrar and share transfer agents registered with SEBI and who were
eligible to procure Bids at the Designated RTA Locations as per the lists
available on the websites of the Stock Exchanges

 

Registrar to the Company

Sarthak Global Limited

 

Registrar to the Issue or
Registrar

Link Intime India Private Limited

 

Retail Individual Bidder(s) or
Retail Individual Investor(s) or
RII(s) or RIB(s)

Individual Bidders, who have Bid for the Equity Shares offered in the Issue
for an amount which is not more than ® 2,00,000 in any of the Bidding
options in the Issue (including HUFs applying through their Karta and
Eligible NRI Bidders) and does not include NRIs (other than Eligible NRIs)

 

Retail Portion

The portion of the Issue being not less than 35% of the Net Issue consisting
of 2,31,50,347 Equity Shares, which shall be 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

 

Revision Form

The form used by Bidders to modify the quantity of the Equity Shares Bid
for, or the Bid Amount in any of their ASBA Forms or any previous Revision
Form(s).

QIB Bidders and Non-Institutional Bidders were 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 and Eligible Employees Bidding in the
Employee Reservation Portion could revise their Bids during the Bid/ Issue
Period and withdraw their Bids until the Bid/ Issue Closing Date

 

 

SBICAP SBI Capital Markets Limited
Self-Certified Syndicate | The banks registered with SEBI, offering services: (a) in relation to ASBA
Bank(s) or SCSB(s) (other than using the UPI Mechanism), a list of which is available on the

website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=y
es&intmld=34 and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=y
es&intmId=35, as applicable or such other website as may be prescribed by
SEBI from time to time; and (b) in relation to ASBA (using the UPI
Mechanism), a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=y
es&intmId=40, or such other website as may be prescribed by SEBI from
time to time

Applications through UPI in the Issue can be made only through the SCSBs
mobile applications (apps) whose name appears on the SEBI website. A list
of SCSBs and mobile application, which, are live for applying in public
issues using UPI mechanism is appearing in the “list of mobile applications
for using UPI in public issues” displayed on the SEBI website. The said list
shall be updated on the SEBI website

 

Specified Locations

The Bidding centres where the Syndicate accepted Bid cum Application
Forms from relevant Bidders, a list of which is available on the website of
SEBI (www.sebi.gov.in), and updated from time to time

 

Sponsor Banks

Axis Bank Limited, HDFC Bank Limited and Kotak Mahindra Bank Limited,
each being a Banker to the Issue, registered with SEBI, appointed by our
Company primarily 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 Mechanism, in terms of the UPI
Circulars

 

Stock Exchanges

Collectively, BSE Limited and National Stock Exchange of India Limited

 

 

Syndicate Agreement

 

Agreement dated March 11, 2022 into among our Company, the Registrar to
the Issue, the BRLMs and the Syndicate Members in relation to collection of
Bid cum Application Forms by the Syndicate

 

11

 
 

Term

Description

 

Syndicate Members

Intermediaries (other than BRLMs) registered with SEBI who were permitted
to accept bids, applications and place order with respect to the Issue and carry
out activities as an underwriter, namely, Investec Capital Services (India)
Private Limited and SBICAP Securities Limited

 

Syndicate or members of the
Syndicate

Together, the BRLMs and the Syndicate Members

 

Systemically Important Non-
Banking Financial Company

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

 

Underwriters

, , Axis Capital Limited, ICICI Securities Limited, Investec Capital Services
(India) Private Limited, SBICAP Securities Limited and SBI Capital Markets
Limited,

 

Underwriting Agreement

Agreement dated March 31, 2022 entered into among the Underwriters and
our Company prior to the filing of this Prospectus with the RoC

 

UPI

Unified Payments Interface, a payment mechanism developed by the NPCI that
allows instant transfer of money between any two persons bank account using
a payment address which uniquely identifies a person’s bank account

 

UPI Circulars

SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 — dated
November 1, 2018, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular
number SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019,
SEBI circular number SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated
November 8, 2019, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2020
dated March 30, 2020, SEBI circular number SEBI/HO/CFD/DIL-
2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no.
SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular
no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and any
subsequent circulars or notifications issued by SEBI in this regard

 

UPIID

ID created on the Unified Payment Interface (UPI) for single-window mobile
payment system developed by the NPCI

 

UPI Mandate Request

A request (intimating the RIB, by way of a notification on the UPI linked
mobile application as disclosed by SCSBs on the website of SEBI and by
way of an SMS on directing the RIB to such UPI linked mobile 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

The mechanism that was used by RIBs, in accordance with the 2018 Circular
on Streamlining of Public Issues

 

UPI PIN

Password to authenticate UPI transaction

 

Wilful Defaulter

Wilful defaulter as defined under Regulation 2(1) (III) of the SEBI ICDR
Regulations

 

Working Day

All days 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, “Working Day” meant all days, excluding all Saturdays,
Sundays and public holidays, on which commercial banks in Mumbai were
open for business; (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 Stock Exchanges, excluding Sundays and bank

 

holidays, as per the circulars issued by SEBI

 

Conventional and General Terms and Abbreviations

 

Term

Description

 

AGM

Annual general meeting

 

AIF(S)

Alternative Investment Fund as defined in and registered with SEBI under the
SEBI AIF Regulations

 

AS/Accounting Standards

Accounting Standards issued by the Institute of Chartered Accountants of India

 

BIS

 

 

Bureau of Indian Standards

 

12

 
 

 

 

 

 

 

 

 

 

 

 

Term Description

BSE BSE Limited

CAGR Compounded Annual Growth Rate

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

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

Category II] AIF AIFs who are registered as “Category III Alternative Investment Funds” under
the SEBI AIF Regulations

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

Category II FPIs FPIs who are registered as “Category II Foreign Portfolio Investors” under the
SEBI FPI Regulations

CCL Competition Commission of India

CDSL Central Depository Services (India) Limited

CIN Corporate Identity Number

 

Companies Act, 1956

The erstwhile Companies Act, 1956 along with the relevant rules made
thereunder

 

Companies Act / Companies
Act, 2013

Companies Act, 2013, along with the relevant rules, regulations, clarifications,
circulars and notifications issued thereunder, as amended to the extent
currently in force

 

Competition Act

Competition Act, 2002

 

Consolidated FDI Policy

The consolidated FDI Policy, issued by the Department of Promotion of
Industry and Internal Trade, Ministry of Commerce and Industry, Government
of India, and any modifications thereto or substitutions thereof, issued from
time to time

 

 

 

 

 

CSR Corporate Social Responsibility

Depositories NSDL and CDSL, collectively

Depositories Act The Depositories Act, 1996, as amended

DIN Director Identification Number

DP ID Depository Participant’s identification number

 

DP/Depository Participant

A depository participant as defined under the Depositories Act

 

EBITDA

Earnings Before Interest, Tax, Depreciation and Amortization

 

 

 

 

 

 

 

 

 

 

 

 

EGM Extraordinary general meeting

EPA Environment Protection Act, 1986

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

EPS Earnings per share in accordance with Indian Accounting Standard 33 (Ind AS
33) - Earnings per share

ESI Act Employees’ State Insurance Act, 1948

ESIC Employees’ State Insurance Corporation

ESOP Employee stock option plan

Euro Euro, the official currency of the European Union

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 Foreign Exchange Management (Non-debt Instruments) Rules, 2019

 

FEMA Regulations

Foreign Exchange Management (Transfer of Issue of Security by a Person
Resident outside India) Regulations, 2017

 

Financial Year / Fiscal / Fiscal
Year

Period of twelve months ending on March 31 of that particular year, unless
stated otherwise

 

 

 

 

 

FIR First information report

FPIs Foreign Portfolio Investors, as defined under SEBI FPI Regulations

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

GDP Gross Domestic Product

 

 

13

 
 

Term

Description

 

Gol / Government / Central
Government

Government of India

 

 

 

 

 

 

GST Goods and Services Tax

HUF(s) Hindu Undivided Family(ies)

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

IBC Insolvency and Bankruptcy Code, 2016, as amended

ICAI Institute of Chartered Accountants of India

IFRS International Financial Reporting Standards of the International Accounting

Standards Board

 

Income Tax Act

Income Tax Act, 1961

 

Ind AS

The Indian Accounting Standards notified under Section 133 of the Companies
Act, 2013 read with the IAS Rules

 

Ind AS Rules

The Companies (Indian Accounting Standard) Rules, 2015

 

 

 

Ind AS 24 Indian Accounting Standard 24, notified by the Ministry of Corporate Affairs
under Section 133 of the Companies Act, 2013 read with IAS Rules

India Republic of India

Indian GAAP Accounting standards notified under section 133 of the Companies Act, 2013,

read with Companies (Accounting Standards) Rules, 2006, as amended) and
the Companies (Accounts) Rules, 2014, as amended

 

INR / Rupee /2/ Rs.

Indian Rupee, the official currency of the Republic of India

 

 

 

 

 

 

 

IRDAI Insurance Regulatory and Development Authority of India
IST Indian Standard Time

IT Information Technology

KYC Know your customer

MCLR Marginal cost of funds-based lending rate

MCA The Ministry of Corporate Affairs, Government of India
MoU Memorandum of Understanding

 

Mutual Funds

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

 

Negotiable Instruments Act

The Negotiable Instruments Act, 1881

 

 

 

 

 

 

 

 

 

N.A/NA Not Applicable

NACH National Automated Clearing House

NAV Net Asset Value

NEFT National Electronic Fund Transfer

No. Number

NPCI National Payments Corporation of India

NR Non-resident

NRE Account Non-Resident Rupee External Account

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, 2016 or an ‘Overseas Citizen
of India’ cardholder within the meaning of Section 7(A) of the Citizenship Act,
1955

 

NRO Account

Non-Resident Ordinary Account

 

NSDL

National Securities Depository Limited

 

NSE

National Stock Exchange of India Limited

 

OCB or Overseas Corporate
Body

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 had taken benefits under the general permission
granted to OCBs under FEMA. OCBs are not allowed to invest in the Issue

 

 

 

 

 

 

 

p.a. Per annum

P/E Price/earnings

P/E Ratio Price/Earnings Ratio

PAN Permanent account number
PIL Public interest litigation

 

14

 
 

 

 

 

 

 

 

 

 

 

 

 

 

Term Description
PAT Profit after tax
Payment of Bonus Act Payment of Bonus Act, 1965
Payment of Gratuity Act Payment of Gratuity Act, 1972
R&D Research and development
RBI The Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
Return on Net Worth or| Return on Net worth for Equity Shareholders (%) = Restated net profit after
RONW tax, available for equity shareholders/Restated net worth for the equity
shareholders at the end of the period
RTGS Real Time Gross Settlement
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

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

 

SEBI FPI Regulations

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

 

SEBI FVCI Regulations

The Securities and Exchange Board of India (Foreign Venture Capital
Investors) Regulations, 2000

 

SEBI ICDR Regulations

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

 

SEBI Listing Regulations

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

 

SEBI VCF Regulations

The Securities and Exchange Board of India (Venture Capital Funds)
Regulations, 1996

 

State Government

The government of a state in India

 

Takeover Regulations

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

 

Trademarks Act

Trademarks Act, 1999

 

US$ / USD / US Dollar

United States Dollar, the official currency of the United States of America

 

 

 

 

 

 

 

USA/U.S./US United States of America

U.S. GAAP Generally Accepted Accounting Principles in the United State of America
U.S. Securities Act U.S. Securities Act of 1933, as amended

VAT Value Added Tax

VCFs Venture Capital Funds as defined in and registered with SEBI under the SEBI

VCF Regulations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Technical/ Industry Related Terms
Term Description
CPO Crude Palm Oil
CPKO Crude Palm Kernel Oil
CSR Corporate Social Responsibilit
DOC De-oiled cakes
EU European Union
FFBs Fresh Fruit Bunches
FMCG. Fast Moving Consumer Goods
FMHG Fast Moving Health Goods
FSSAL Food Safety and Standard Authority of India
GMO Genetically modified organisms
Gol Government of India
GT General Trade
Ha Hectares
HHDs Handheld Devices

 

15,

 

 
 

Term

Description

 

Indian Edible Oil Sector

The edible oil sector in India manufacturing and refining edible oils, vanaspati

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and bakery fats

KGMO Kachi Ghani Mustard Oil

Kg Kilogram

KW Kilo Watt

MSP Minimum Support Price

MMT Million Metric Tonne

MTPA Metric Tonnes Per Annum

MT/mt Metric Tonne

MW Mega Watt

MUFA Monounsaturated Fatty Acids

NAV Net Asset Value

Palm MOU. Memorandum of understanding between the Company and State Governments
in relation to the cultivation of Palm

PLE Plant Load Factor

PKC Palm Kernel Cake

PUFA Polyunsaturated fatty acids

PPA Power Purchase Agreement

PWM Rules 2016 Plastic Waste Management Rules, 2016

RBD Refined, Bleached and Deodorized

RP Resolution Professional

SKU Stock Keeping Unit

TSP Textured Soya Protein

 

16

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

Certain Conventions

All references to “India” contained in this Prospectus are to the Republic of India. All references to the
“Government”, “Indian Government”, “GOI”, “Central Government” or the “State Government” are to the
Government of India, central or state, as applicable.

All references to the “U.S.”, “US”, “U.S.A” or “United States” are to the United States of America and its
territories and possessions.

Unless otherwise specified, any time mentioned in this Prospectus is in Indian Standard Time (“IST”). Unless
stated otherwise, all references to page numbers in this Prospectus are to the page numbers of this Prospectus.

Financial Data

Unless stated otherwise or unless the context requires otherwise, the financial information and financial ratios in
this Prospectus have been derived from the Restated Financial Statements.

Prior to the implementation of the Patanjali Resolution Plan (i.e., December 18, 2019) as per SEBI Listing
Regulations, our Company was required to prepare Consolidated Financial Statements and accordingly prepared
the Consolidated Financial Statements up to Financial Year ended March 31, 2019 for disclosure to the Stock
Exchanges in terms of the SEBI Listing Regulations.

However, on and from the Implementation Date, being December 18, 2019: (i) in terms of the NCLT Order and
the Patanjali Resolution Plan, our Company was required to hold the Identified Entities only in the capacity of a
trustee “in trust and for the cost and benefit of the Identified Buyer”; (ii) in terms of the NCLT Order and the
Patanjali Resolution Plan, the current management of our Company and its Promoters are required to ensure that
our Company holds the Identified Entities only in capacity of a trustee “in trust and for the cost and benefit of the
Identified Buyer”; (iii) our Company ceased to exercise control as defined in Indian Accounting Standard 110
(Ind AS 110) — “Consolidated Financial Statements” on such Identified Entities on and from the Implementation
Date, being December 18, 2019; and (iv) the current management and Promoters assumed access to past financial
records of only our Company. Further, our Company also obtained an opinion dated February 13, 2020, from an
eminent firm of chartered accountants, with respect to our Company not exercising “control” (as defined in Indian
Accounting Standard 110 (Ind AS 110) — “Consolidated Financial Statements”) on the Identified Entities as such
entities were held in trust and for the cost and benefit of the Identified Buyer.

Accordingly, our Company did not prepare the consolidated financial statements on and from the Implementation
Date, being December 31, 2019. However, subsequent to the implementation of the Patanjali Resolution Plan (i.e.
the Implementation Date, being December 18, 2019) from the quarter ended December 31, 2019, the Company
‘was not required to prepare Consolidated Financial Statements, in terms of the NCLT Order, the Patanjali
Resolution Plan, the applicable Accounting Standards and the provisions of the SEBI Listing Regulations.

In light of the aforesaid, applicable accounting principles and applicable provisions of the SEBI ICDR
Regulations, for the purpose of the proposed Issue, our Company has carried out restatement of its accounts on a
standalone basis to ensure consistency of presentation, disclosures, and accounting policies in line with the latest
financial statements available. Therefore, the Restated Financial Statements included in this Prospectus are on a
standalone basis, as at and for the six-month period ended September 30, 2021 and as at and for the Fiscals ended
March 31, 2021, March 31, 2020, and March 31, 2019. Further, for ensuring that the Restated Financial Statements
provide a true and fair representation of the current financial position of our Company, certain adjustments have
been carried out and are elaborated in Note - 48 of the Restated Financial Statements on page 403 of this
Prospectus

Further, any figures sourced from third party industry sources may be rounded off to other than to the second
decimal to conform to their respective sources.

Our Company’s financial year commences on April | and ends on March 31 of the next year. Accordingly, all
references to a particular financial year, unless stated otherwise, are to the 12-month period ended on March 31
of that year. Unless stated otherwise, or the context requires otherwise, all references to a “year” in this Prospectus
are to a calendar year.

17
Unless the context otherwise indicates, any percentage amounts, as set forth in “Risk Factors”, “Our Business”
and “Management’s Discussion and Analysis of Financial Conditional and Results of Operations” on pages 33,
183 and 413, respectively, and elsewhere in this Prospectus have been calculated on the basis of our Restated
Financial Statements.

   

Non-GAAP Financial Measures

Certain non-GAAP measures like EBITDA, EBITDA margin as a percentage of total revenue, net worth, return
on net worth, net asset value per Equity Share (“Non-GAAP Measures”) presented in this Prospectus are a
supplemental measure of our performance and liquidity that are not required by, or presented in accordance with,
Ind AS, Indian GAAP, or IFRS. Further, these Non-GAAP Measures are not a measurement of our financial
performance or liquidity under Ind AS, Indian GAAP, or IFRS and should not be considered in isolation or
construed as an alternative to cash flows, profit/ (loss) for the year/ period or any other measure of financial
performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by
operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, or IFRS. In addition,
these Non-GAAP Measures are not a standardised term, hence a direct comparison of similarly titled Non-GAAP
Measures between companies may not be possible. Other companies may calculate the Non-GAAP Measures
differently from us, limiting its usefulness as a comparative measure. Although the Non-GAAP Measures are not
a measure of performance calculated in accordance with applicable Accounting Standards, our Company’s
management believes that it is useful to an investor in evaluating us because it is a widely used measure to evaluate
a company’s operating performance.

Currency and Units of Presentation

All references to:

 

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

. “USD” or “USS” are to United States Dollar, the official currency of the United States; and

° “EUR” are to the Euro, the official currency of the European Union.

Our Company has presented certain numerical information in this Prospectus in “lakhs” units or in whole numbers
where the figures have been too small to represent in lakhs. One lakh represents 1,00,000. However, where any
references that may have been sourced from third party sources are expressed in denomination other than lakhs or
may be rounded off to other than two decimal points in the respective sources, and such figures have been
expressed in such denominations or rounded-off to such number of decimal points as provided in their respective
industry sources.

Exchange Rates
This Prospectus contains conversion of certain other currency amounts into Indian Rupees. 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 Rupee and certain currencies:

(Amount in %, unless otherwise specified)

 

 

 

 

 

 

 

 

 

Asat
Curren

‘Y | September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019
1 US$ 74.26 73.50 75.39 69.17
1 EUR€ 86.14 86.10 83.05 77.70

 

Source: https://www.fbil.org.in/#/home

Note: (1) Exchange rate as on March 29, 2019, as RBI reference rate is not available for March 31, 2019 and March 30, 2019 being a Sunday

and a Saturday, respectively.

18

 
Industry and Market Data

Unless stated otherwise, industry and market data used throughout this Prospectus is derived from a report titled
“Report on Indian Packaged Food Industry’, dated January 3, 2022 prepared by Technopak and has been
commissioned and paid for by our Company exclusively for the purposes of this Issue. We officially engaged
Technopak Advisors Private Limited, in connection with the preparation of the Technopak Report on March 11,
2021.

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 we believe the industry and market data used
in this Prospectus is reliable, it has not been independently verified by us or the BRLMs or any of their affiliates
or advisors. The data used in these sources may have been re-classified by us for the purposes of presentation.
Data from these sources may also not be comparable.

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 business of our Company is conducted, and methodologies and
assumptions may vary widely among different industry sources. Such data involves risk, uncertainties, and
assumptions, and is subject to change based on various factors. Accordingly, investment decisions should not be
based solely on such information. For details in relation to the risks involving the industry data, see “Risk Factors”
on page 33.

In accordance with the SEBI ICDR Regulations, the section “Basis for Issue Price” on page 120 includes
information relating to our peer group companies. Such information has been derived from publicly available
sources, and neither we nor the BRLMs or any of their affiliates have independently verified such information.
Accordingly, no investment decision should be made solely on the basis of such information.

19
FORWARD-LOOKING STATEMENTS

This Prospectus contains certain “forward-looking statements”. All statement in this Prospectus that are not
statements of historical fact constitute “forward-looking statements”. These forward-looking statements generally

can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”,
“objective”, “plan”, “propose”, “project”, “will”, “will continue”, “likely to”, “will pursue” “seek to”, “shall” or
other words or phrases of similar import. Similarly, statements whether made by us or any third parties that
describe our strategies, objectives, plans or goals are also forward-looking statements. All forward-looking
statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ

materially from those contemplated by the relevant forward-looking statement.

estimate”, “intend”,

Actual results may differ materially from those suggested by forward-looking statements due to risks or
uncertainties associated with expectations relating to, inter alia, 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 expectations include, but
are not limited to, the following:

¢ Our inability to anticipate, respond to and meet the tastes, preferences or consistent quality requirements of
our consumers or our inability to accurately predict and successfully adapt to changes in market demand or
consumer preference could reduce demand for our products and in turn, impact our sales.

© Our revenue significantly depends on the sale of our edible oil products and any decline in the sale of our
edible oil products, specifically palm and soybean oil, in the market would have a material adverse effect on
our business, financial condition and results of operation.

«© We depend almost entirely on third-party suppliers in respect of availability of our raw materials. An
interruption in the supply of such products and price volatility could adversely affect our business, results of
operations and financial condition.

¢ Our Company is required to comply with the minimum public shareholding requirements prescribed under
the SCRR and any sale of Equity Shares by our Promoters or further issue of Equity Shares by our Company
in order to comply with the minimum public shareholding requirements prescribed under the SCRR may
adversely affect the trading price of our Equity Shares. Failure to comply with the minimum public
shareholding requirements by our Company may result in certain adverse consequences, including delisting
of our Equity Shares.

© We have ‘Take or Pay Agreement’ with one of our Promoters, Patanjali Ayurved Limited to ensure sufficient
cash flows of our Company for timely repayment of the facilities by assured capacity utilisation of certain
refining units owned by our Company for a term of 10 years. Any discontinuance or termination of this
agreement will result into material adverse effect on our business financial condition and results of operation.

© We have recently forayed into a new business of Nutraceuticals. In case these new products are not accepted
by our customers and/or achieve the profitability that justifies our investment, may have an adverse impact
on our prospects, growth, results of operations and financial condition

e The business transfer on a slump sale basis of biscuits, cookies, rusk and other associated bakery product
business from one of our Promoter i.e. Patanjali Natural Biscuits Private Limited may have regulatory
implications and there can be no assurance as to the timing and amount of any returns or benefit that our
Company may receive from our recent acquisition through assignment of noodles and breakfast cereals
business.

¢ Loss or the disruption or interruption in the operations of our contract manufacturers or our failure to identify
timely new contract manufacturers could harm our business and impede our growth.

20
¢ Unfavourable local and global weather patterns may have an adverse effect on our business, results of
operations and financial condition.

e We are involved in certain litigation proceedings and any adverse outcome in any of these litigations may
have an adverse impact on our business, results of operations and financial condition.

For further discussion on factors that could cause actual results to differ from expectations, see “Risk Factors”,
“Our Business” and “Management's Discussion and Analysis of Financial Condition and Results of Operations”
on pages 33, 183, and 413, respectively. 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.

   

There can be no assurance to 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 to be a guarantee of our 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 we believe the assumptions upon which these forward-looking
statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-
looking statements based on these assumptions could be incorrect. Neither our Company, our Directors, 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
and the BRLMs will ensure that the investors in India are informed of material developments pertaining to our
Company from the date of this Prospectus until the time of the grant of listing and trading permission by the Stock
Exchanges.

en
SUMMARY OF THE ISSUE DOCUMENT

This section is a general summary of certain disclosures included in this Prospectus and is not exhaustive, nor
does it purport to contain a summary of all the disclosures in this Prospectus or all details relevant to prospective
investors. 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 titled “Risk Factors”, “Our Business”,
“Industry Overview”, “Objects of the Issue”, “Capital Structure”, “The Issue” and “Outstanding Litigation and
Material Developments” on pages 33, 183, 130, 105, 91, 81 and 466 respectively of this Prospectus.

Primary business of our Company

Our Company is a diversified FMCG and FMHG focused company, with strategically located manufacturing
facilities and well recognised brands having pan India presence. We are one of the largest FMCG companies in
the Indian edible oil sector and one of the largest fully integrated edible oil refining companies in India. (Source:
Technopak Report) Being the pioneers and largest manufacturers of soya foods has aided our brand ‘Nutrela’ in
becoming a household and generic name in India. We are across the entire value chain in palm and soya segment,
with a healthy mix of upstream and downstream business. (Source: Technopak Report). We have been allocated
zones, to undertake palm plantation, by the Government, which assists us in backward integration of sourcing
palm oil. Ruchi Soya is the largest player in terms of allocated zones. Our integration also extends downstream to
the oleochemicals and other by-product and derivatives business. We are pioneers in soya chunks which are
associated with nutrition and good health. Leveraging upon the brand ‘Nutrela’, we have launched a range of
premium edible oils and blended edible oils and ‘Nutrela High Protein Chakki Atta’ and ‘Nutrela Honey’ in Fiscal
2021. Further we have expanded our packaged food portfolio by acquiring the ‘Patanjali’ product portfolio of
biscuits, cookies, rusks, noodles, and breakfast cereals. In Fiscal 2022, we forayed into a niche and a high growth
FMHG segment with the launch of our Nutraceutical business. (Source: Technopak Report). We are also into the
wind power generation business, where the renewable power generated is used for sale and for captive use. This
also helps us to offset our carbon footprint, to the extent possible.

Industry in which our Company operates

Edible oils are indispensable to Indian cooking. Growing population, changing tastes and preferences of
consumers, shifting consumption pattern towards branded oils and consistent marketing and distribution initiatives
by leading edible oil brands is leading to rising consumption of edible oils in the country. The total consumption
of edible oil in Indian in FY 2020 has been estimated to be 22 Mn MT. Out of the total requirement, it is estimated
that ~10 Mn MT is produced domestically from primary (Soybean, Rapeseed & Mustard, Groundnut, Sunflower,
Safflower & Niger) and secondary sources (Oil palm, Coconut, Rice Bran, Cotton seeds & Tree Borne Oilseeds)
and remaining 60%, is met through import. Out of 10 Mn MT, almost 7 Mn MT is available for sale in B2B and
B2C markets. (Source: Technopak Report).

Name of Promoters

As on the date of this Prospectus, our Promoters are Acharya Balkrishna, Ram Bharat, Snehlata Bharat, Ruchi
Soya Industries Limited Beneficiary Trust, Patanjali Ayurved Limited, Vedic Broadcasting Limited, Patanjali
Peya Private Limited, Patanjali Natural Biscuits Private Limited, Divya Packmaf Private Limited, Divya Yog
Mandir Trust, Patanjali Gramudyog Nayas, Patanjali Parivahan Private Limited, Vedic Ayurmed Private Limited,
Sanskar Info TV Private Limited, Patanjali Agro India Private Limited, SS Vitran Healthcare Private Limited,
Patanjali Paridhan Private Limited, Gangotri Ayurveda Private Limited, Swasth Aahar Private Limited, Patanjali
Renewable Energy Private Limited and Yogakshem Sansthan. For further details, see “Our Promoters and
Promoter Group” on page 287.

 

 

 

Issue size
Up to 6,61,53,846 Equity Shares for cash at price of = 650.00 per Equity Share
Issue “) (including a premium of % 648.00 per Equity Share), aggregating up to % 4,30,000
lakhs
Of which:
Employee Up to 10,000 Equity Shares, aggregating up to = 65.00 lakhs
Reservation Portion’

 

 

 

 

(The Issue has been authorized by our Board pursuant to its resolution dated November 10, 2020 and June 9, 2021 and has been approved
by our Shareholders at the annual general meeting held on December 21, 2020.

a2
Ain the event of under-subscription in the Employee Reservation Portion (if any), the unsubscribed portion will be available for allocation
proportionately to all Eligible Employees who have Bid in excess of @ 2,00,000, subject to the maximum value of allocation made to such
Eligible Employee not exceeding %5,00,000. The unsubscribed portion, if any, in the Employee Reservation Portion (after allocation up to @
5,00,000), shall be added to the Net Issue. Our Company in consultation with the BRLMs, may offer a discount of up to 10% of the Issue Price
to Eligible Employees bidding in the Employee Reservation Portion which shall be announced one Working Day prior to the Bid/Issue Opening
Date.

For details, see “The Issue” and

 

‘sue Structure” on pages 81 and 502, respectively.
Objects of the Issue

Our Company proposes to utilise the Net Proceeds towards funding the following objects:
(in & lakhs)

 

 

 

 

 

 

 

 

Objects Amount
Repayment and/or prepayment, in full or part, of certain borrowings availed by our Company 266,382.52
Funding incremental working capital requirements of our Company 59,342.48
General corporate purposes 89,644.65
Net Proceeds 4,15,369.65,

 

Aggregate pre-Issue Shareholding of our Promoters and the members of our Promoter Group (other than
our Promoters)

The aggregate pre-Issue shareholding of our Promoters and Promoter Group as a percentage of the pre-Issue
Equity Share capital of the Company is set out below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. No. Name of Shareholder No. of Equity Shares Hath See atl
Promoters
1.__[ Acharya Balkrishna Nil Nil
2. [Ram Bharat Nil Nil
3.___|Snehlata Bharat Nil Nil
4. [Patanjali Ayurved Limited 14,25,00,000 48.17
5. | Yogakshem Sansthan 6,00,00,000
6.___| Patanjali Parivahan Private Limited 5,00,00,000
7. [Patanjali Gramudyog Nayas 4,00,00,000
8. | Ruchi Soya Industries Limited Beneficiary Trust 76,299
9.___| Vedic Broadcasting Limited Nil
10. _ | Patanjali Peya Private Limited Nil
1. Patanjali Natural Biscuits Private Limited Nil
12. [Divya Yog Mandir Trust Nil
13.__ [Divya Packmaf Private Limited Nil
14, _|Sanskar Info TV Private Limited Nil
15.__| Vedic Ayurmed Private Limited Nil
16. _ |Patanjali Agro India Private Limited Nil
17.__[SS Vitran Healthcare Private Limited Nill
18.__ | Patanjali Paridhan Private Limited Nil
19. | Gangotri Ayurveda Private Limited Nil
20. Swasth Aahar Private Limited Nil
21. [Patanjali Renewable Energy Private Limited Nil
Total (A) 29,25,76,299
Other members of the Promoter Group
1. [Jai Ballabha Suvedi Nil Nil
2. [Sumita Devi Nil Nil
3.__ [Brahm Dutt Suvedi Nil Nil
4. [Pawman Suvedi Nil Nil
5.__ [Som Suvedi Nil Nil
6.___| Yubraj Subedi Nil Nil
7.__[Yadu Nath Suvedi Nil Nil
8. |Kamla Nil Nil
9. [Rajkumar Nil Nil
10. _[Ritambhara Nil Nil
11. [Sunita Nil Nil
12._ [Sushila Nill Nil

 

 

 

 

 

23
 

Sr. No.

Name of Shareholder

No. of Equity Shares

% of total pre-Issue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Share capital
13. | Suman Devi Nil Nil
14. _| Ram Niwas Yadav Nil Nil
15. | Gulab Devi Nil Nil
16. | Ramashish Nil Nil
17.__| Krishna Nil Nil
18.__| Kumari Pragya Nil Nil
19. | Dev Dutt Nil Nil
20. __|Ramdev Nil Nil
21.__|Herbo Ved Gram Private Limited Nil Nil
22. _| Shivalick Agroherb Private Limited Nil Nil
23.__| Himalick Herbo Healthcare Private Limited Nil Nil
24. | Gau Krishi Private Limited Nil Nil
25. _| Patanjali Aarogya Private Limited Nil Nil
26. __| Patanjali Wellness Limited Nil Nil
27. _| Patanjali Textiles Private Limited Nil Nil
28. __ | Aarogya Herbs (India) Private Limited Nil Nil
29. _| Patanjali Corrupack Private Limited Nil Nil
30.__| Devam Ayurveda Private Limited Nil Nil
31. | Kankhal Ayurveda Private Limited Nil Nil
32.__| Rohini Infracon Private Limited Nil Nil
33.__| Herbo Gau Private Limited Nil Nil
34. __| Patanjali Natural Coloroma Private Limited Nil Nil
35. __| Golden Feast India Private Limited Nil Nil
36.__| Dynamic Buildcon Private Limited Nil Nil
37. __| Patanjali Organic Research Institute Private Limited Nil Nil
38.__ | Tejas Urja Private Limited Nil Nil
39. _ | Patanjali Madhuram Udyog Private Limited Nil Nil
40. _| Patanjali Biscuits Private Limited Nil Nil
41. | Yuganukul Krishi Private Limited Nil Nil
42.__ [Chaitanya Ayurveda Private Limited Nil Nil
43.__| Patanjali Food and Herbal Park Nagpur Private Limited Nil Nil
44, _| Patanjali Food and Herbal Park Noida Private Limited Nil Nil
45. _| Patanjali Natural Commodities Private Limited Nil Nil
46. |Aarogya Dairy Products Private Limited (erstwhile Nil Nil
Bhiwadi Milk Product Private Limited)
47. _| Patanjali Natural Eatables Private Limited Nil Nil
48. _| Patanjali Food and Herbal Park Jammu Private Limited Nil Nil
49. |Patanjali Food and Herbal Park Bundelkhand Private Nil Nil
Limited
50. _| Vedic Broadcasting Network (UK) Limited Nil Nil
51. _ | Patanjali Ayurved Private Limited, Nepal Nil Nil
52. __| Sanskar Info TV UK Limited Nil Nil
53.__| Krishna Multi Facility Enterprises Nil Nil
54. | Multiple Buildwell Private Limited Nil Nil
55. | Social Revolution Media and Research Private Limited Nil Nil
56. __| FIT India Organic Private Limited Nil Nil
57. | Ecogreen Building Materials Private Limited Nil Nil
58. | Gomti Beverages India Private Limited Nil Nil
59. | Universal TV Network Private Limited Nil Nil
60. _| Herbo Yog Gram Private Limited Nil Nil
61. _|Omgreen Agro Private Limited Nil Nil
62.__| Krishna Dal Mill Private Limited Nil Nil
63.__| Jadibuti Krishi Private Limited Nil Nil
64. _| North East Herboveda Park Private Limited Nil Nil
65. __| Verve Corporation Private Limited Nil Nil
66. __| Aerodeep Remedies Private Limited Nil Nil
67. __| Parakram Security India Private Limited Nil Nil
68. _| Pleasant Vihar Private Limited Nil Nil
69. _| Vedalife Rejuvenation Private Limited Nil Nil
70. _| Patanjali Food and Herbal Park Andhra Sansthan Nil Nil
71.__| Atri Papers Private Limited Nil Nil
72.__| Patanjali Flexipak Private Limited Nil Nil

 

24

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. No. Name of Shareholder No. of Equity Shares a Se SHAE
73. Patanjali Food and Herbal Park Private Limited Nil Nil
74. Khajana Packmaf Private Limited Nil Nil
#35 Rajas Aerosports and Adventures Private Limited Nil Nil
76. Prakriti Organics India Private Limited Nil Nil
as Bharuwa Solutions Private Limited Nil Nil
78. Patanjali Agro Revolution Private Limited Nil Nil
73. Bharuwa Agri Science Private Limited Nil Nil
80. Bharuwa Agro Solution Private Limited Nil Nil
81. _| Aarogya Flour Mill Nil Nil
82. Bhoomi Enterprises Nil Nil
83. Devam Agro Producer Co. Nil Nil
84. Fresh Crops Co. Nil Nil
85.__|Jaivik Krishi Company Nil Nil
86.__|JS & Company Nil Nil
87. Mewar Cultivation Co. Nil Nil
88.__ | Samarpan Herbs Company Nil Nil
89. Satvik Aahar Co Nil Nil
‘90. Swastik Jadibuti Compan‘ Nil Nil
91. _|Swavlamban Krishi Company Nil Nil
92. Dhoomawati Enterprises Nil Nil
93. Paramparik Krishi Co. Nil Nil
94. CPG Aqua Private Limited Nil Nil

Total (B) Nil Nil

Total (A) + (B) 29,25,76,299 98.90

 

Summary of Restated Financial Statements

The following information has been derived from our Restated Financial Statements:

(@ in lakhs, except per share data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

‘As at and for the As at and for the Fiscal ended
six months period
Particulars ended
a 30) March 31,2021 | March31,2020 | March 31,2019
Equity Share capital 5,915.29 5,915.29 5,915.29. 6,529.41
Net worth 121,875.49 86,616.76 15,583.18 (7,64,853.25)
Revenue from operations 11,26,119.05 16,31,863.30 13,11,778.81 12,72,923.31
Profit (loss) _ attributable to 33,780.52 68,077.18. 7,71,461.39" 3,412.89"
owners of the Company
Earnings per Equity Share
(basic and diluted)
Basic (in 2) 11.42# 876.88 104.54
Diluted (in 2) 11.42# 876.88 104.54
Net asset_value (per Equity 148.82 ee anes (13,847.47)
Share) (in )
Total borrowings 3,90,288.97 3,93,364.47 3,91,339.68 791,551.21

 

 

 

“This includes net of exceptional items of &7,49,023.01 lakhs on account of de-recognition of liabilities (in respect of operational and financial
creditors) and impairment of capital work in progress and property, plant & equipment.
“*This includes exceptional item comprising of impairment of refund receivable against commercial tax / VAT and central sales tax amounting

to %4,259.12 lakhs
# not annualised

Auditor Qualifications or Adverse Remarks

There are no qualifications included by our Statutory Auditors in the financial statements that have not been given

effect to in the Restated Financial Statements.

Summary of Outstanding Litigation

25
Asummary of outstanding litigation proceedings as on the date of this Prospectus as disclosed in the section titled
“Outstanding Litigation and Other Material Developments” in terms of the SEBI ICDR Regulations and the
Materiality Policy is provided below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

‘Types of Proceedings Number of Cases Amount (in @ lakhs)*
Litigation against our Company

Criminal proceedings zi ~
Actions by statutory or regulatory authorities 22 526.50
Other pending material litigation 2 -
Direct and indirect tax proceedings 258 30,595.26**
Total 282 31,121.76
Litigation by our Company

Criminal proceedings 105 3,230.49
Other pending material litigation 10 1,94,821.22
Total 115 1,98,051.71
Litigation against our Directors

Criminal proceedings 22 =
Actions by statutory or regulatory authorities 3 -
Other pending material litigation 6 -
Direct and indirect tax proceedings = =
Total 31 -
Litigation by our Directors

Criminal proceedings 3 -
Other pending material litigation 4 -
Total z -
Litigation against our Promoters

Criminal proceedings 15 1.63
Actions by statutory or regulatory authorities 139 9.30
Other pending material litigation - -
Direct and indirect tax proceedings 17 19,040.67
Disciplinary action taken by SEBI or the Stock Exchanges in the

past five years - -
Total 170 19,051.60
Litigation by our Promoters

Criminal proceedings 64 406.58
Other pending material litigation Z =
Total 66 406.58

 

 

 

 

 

*To the extent quantifiable.
** Includes an amount of @ 4,498.44 lakhs has been paid under protest, and appeal for % 26,096.82 lakhs that has been filed.

For further details, see “Outstanding Litigation and Other Material Developments” on page 466.

Except as disclosed under “Outstanding Litigation and Material Developments” on page 466, there is no pending
litigation involving the Group Companies which has a material impact on the Company.

Risk Factors
Investors should see “Risk Factors” on page 33 to have an informed view before making an investment decision.

Summary of contingent liabilities of our Company
(in @ lakhs

 

 

 

 

 

 

 

‘As at ‘As at
Contingent Liabilities September | OE | Ae ca at,
sp2021, | 342021 | 31, 2020 Bate
(a) Claims against the Company not acknowledged as + # + 3,095.15
debts (to the extent quantified)
(©) Guarantees
(i) Outstanding bank guarantees 7,128.78 8,340.67 3,468.70 1,866.72
(ii) Outstanding corporate guarantees given on behalf
of
~ Indian Associate # # # 3,726.00

 

 

 

 

 

 

26
 

As at As at

Contingent Liabilities September a an March 31,
30, 2021 , 2019

 

(©) Other Money for which Company is Contingently
liable

(@ Disputed Demand:
1. Excise Duty # # ¥ 8,811.87
2. Service Tax * # # 1,542.36
3. Customs Duty # # # 18,429.42
¥ ¥ ¥
¥ ¥ ¥
¥ ¥

 

 

 

 

 

4. Income tax 4 3,093.16
5. Other Acts 2 3 29.37
6. Sales Tax 2 # | 83,456.94
#As per approved resolution plan, the contingent liabilities and commitments, claims and obligations, stand extinguished and accordingly no
outflow of economic benefits is expected in respect thereof. The Resolution plan, among other matters provide that upon the approval of this
Resolution Plan by the National Company Law Tribunal (NCLT) and settlement and receipt of the payment towards the IRP Costs and by the
creditors in terms of this plan, all the liabilities demands, damages, penalties, loss, claims of any nature whatsoever (whether
admitted/verified/submitted/rejected or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown,
disputed or undisputed, present or future) including any liabilities, losses, penalties or damages arising out of non-compliances, to which the
Company is or may be subject to and which pertains to the period on or before the Effective Date (i.e. September 06, 2019) and are remaining
as on that date shall stand extinguished, abated and settled in perpetuity without any further act or deed. The Resolution plan further provides
that implementation of resolution plan will not affect the rights of the Company to recover any amount due to the Company and there shall be
no set off of any such amount recoverable by the Company against any liability discharged or extinguished

 

 

 

 

 

 

 

 

 

As note given above, the following are also not considered as contingent liabilities as on September 30, 2021, March 31, 2021 and March 31,
2020:-

Gi) (@ Deputy State Tax Commissioner Corporate, Rajkot, Gujarat, during inspection under Gujarat Value Added Tax Act-2003 alleged that
dealers from whom purchases were made by the Company during FY 2013-2014 to 2017-2018 have not paid tax to government treasury in
its Order dated September 26, 2013 and due to that input credit claimed by the Company is not eligible. It is also alleged that the Company
has not done transactions on market price. Therefore, provisional demand of  16,207.77/- Lakh of Tax and ® 24,311.66/-Lakh of penalty
aggregating to  40,519.43/- Lakh have been made against the Company and impounded Company 's plants at Kandla which include Refinery,
Oleochem and Guargum Division. The Company has made submissions including stay application on October 13, 2013 and following up the
matter with the appropriate authorities. The Company, based on merits of the case, does not expect material liability on this account hence
no provision has been made in the books of accounts for the year ended March 31, 2018.

     

(b) Deputy State Tax Commissioner Corporate, Rajkot, Gujarat, during inspection under Gujarat Value Added Tax Act-2003 alleged that
dealers from whom purchases were made by the Company during FY 2013-2014 to 2017-2018 have not paid tax to government treasury in
its Order dated September 26, 2013 and due to that input credit claimed by the Company is not eligible. It is also alleged that the Company
has not done transactions on market price. Therefore, demand of & 13,441.18/- Lakh of Tax and % 28,835.63/- Lakh of penalty aggregating to
2 43,276.81/- Lakh have been made against the Company and Company's plants at Kandla which include Refinery, Oleochem and Guargum
Division has been impounded. The Company has made submissions including stay application on October 13, 2013 and following up the
matter with the appropriate authorities. The Company, based on merits of the case, does not expect material liability on this account hence
no provision has been made in the books of accounts. Furthermore, Gujarat High Court passed an order in this matter pursuant whereby the
retrospective cancellation of registration has stayed and the matter is remanded to Tribunal for further hearing, which is pending.

(iii) During an earlier year i.e. on January 3, 2012, the Company had received claims amounting to US$ 6,62,67,857.31 (to the extent
quantified) from two overseas entities (claimants) in respect of performance guarantees purportedly given by the Company as a second
guarantor on behalf of an overseas entity in respect of contracts entered into between the claimants and the overseas entity having jurisdiction
in the southern district of New York. The Company denies giving the guarantees and has disputed the claims and is has taken appropriate
legal actions and making suitable representations in the matter. The Company does not expect that any amount will become payable in respect
of the claims made. No provision is made in respect of the same in the books of account.

(iv) In relation to trading in Castor seed contracts on National Commodity and Derivative Exchange Limited ( NCDEX), pending investigation
by SEBI, amount of liability, if any, cannot be ascertained at this stage.

(v) The Competition Commission of India has issued a notice under section 36(2) read with section 41(2) of The Competition Act, 2002 (the
Act) into alleged violations of the said Act. The Company has made representation in the matter from time to time. Later an investigation by
Director General was initiated under section 26(1) of the Act. The hearing was completed on June 28, 2016 and Competition Commission of
India had passed an order clearly stating that there was no contravention of the provisions of the Act. Aggrieved by the same, the other party
filed the writ petition in High Court of Delhi on April 25, 2017 challenging the order of the Competition Commission of India. The final order
of the High Court is awaited. Pending receipt of the order, liability, if any, that may arise in this regard cannot be ascertained at this stage.

(vi)The Honourable Supreme Court, has passed a decision on February 28, 2019 in relation to inclusion of certain allowances within the
scope of “Basic wages” for the purpose of determining contribution to provident fund under the Employees Provident Funds & Miscellaneous
Provisions Act, 1952. The Company is awaiting further clarifications in this matter in order to reasonably assess the impact on its financial
statements, if any. Accordingly, the applicability of the judgement to the Company, with respect to the period and the nature of allowances to
be covered, and resultant impact on the past provident fund liability, cannot be reasonably ascertained, at present.

 

 

 

 

 

 

 

Zin Lakh
As at As at As at ‘As at
September | March31, | March31, | March 31,
30, 2021 2021 2020 2019
(Wii) EPGG Licenses benefit in event of default of Export Obligation # # # 20.98
B. Commitments

 

 

 

 

 

eg
 

 

 

 

 

 

 

4@) Estimated amount of contracts remaining

to be executed on capital account and 513.77 356.50 124.70 145.98
not provided for (Net of advances)

b)Other Commitments

Export Obligations in relation to EPCG Benefits # # # 716.49

 

 

Summary of Related Party Transactions

We have entered into related party transactions with related parties. A summary of the related party transactions
entered into by our Company in the six months period ended September 30, 2021 and in the Fiscals 2021, 2020
and 2019, as per Ind AS 24 - Related Party Disclosures, on an unconsolidated basis, are detailed below:

(@ in lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nature of For six months
Sr. | Name of the related period enced Npnon tne Seat my muon the\vest ay MeiKor the year
ended March ended March ended March
No. | related party party September 30,
f 31, 2021 31, 2020 31, 2019
transaction 2021
1 | Patanjali 58,119.28 72,493.09 5,739.04 -
Ayurved Limited
Patanjali Natural 656.14 2,648.02 74.05 -
2 | Biscuits Private | Revenue
Limited from
Patanjali Agro | operations - 9,294.79 343.64 - -
3 | India Private | (a) Sales of
Limited product and
4 _ | FitIndia Organic services 85.93 = z =
Private Limited
5 | Swasth — Aahar 39.45 - - -
Private Limited
Patanjali Revenue 7,500.00 15,026.43 3,125.00 -
Ayurved Limited from
6 operations -
(b) Income
from plant
usage
Patanjali Agro | Revenue 3,864.96 - - -
India Private from
7 Limited operations —
(c) Net Gain
of Contract
Settlement
Ruchi J Oil Service - - 1.80 4.83
8 Private charged
Limited## received/
receivable
Shahra Brothers - - - 1.59
9 | Private Reimbursem
Limited** ent of
19 | Patanjali expenses. 102.66 - - -
Ayurved Limited
11 | Patanjali 8,001.30 5,268.46 127.41 -
Ayurved Limited
Patanjali Agro 1,330.42 67,177.39 288.77 -
12 | India Private
Limited
yg | Ati Papers 1,332.14 926.32 - -
Private Limited
Swish  Aabap | Purchase ot 1,878.91 142.60 = =
14 . aa Goods &
Private Limited Packing
15 | Pataniali Peya | Material - 1.98 - -
Private Limited
16 | Aatogya Flour 820.08 - - -
Mill
Patanjali Food & 34.21 - - -
7 Herbal Park
Noida Private
Limited

 

28

 

 
 

Nature of

For six months

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5 Fortheyear | Fortheyear | For the year
ae ACR a, eee ended March | ended March | ended March
; : 31, 2021 31, 2020 31, 2019
transaction 2021
Divya Packmaf 55.7 7 -
18 | Private Limited
Bharuwa coisa 16.20 47.20 - 7
19 Solutions Private Charges
Limited
~— | Patanjali Freight & 8,397.25 7,523.22 296.35 -
20 | Parivahan Poniardind
Private Limited
Vedic 125.42, 240.99 40.09 =
21 | Broadcasting
Limited
5p | Sanskar Info Tv | Advertiseme 74.98 179.95 30.00 7
22 nsker nt & Sales
Private Limited -
Patanjali Agro | Promouon 752
23 | India Private
Limited
Mohan Fabtech | Repair and 40.52 30.86 = =
24 | Private Limited | maintenance
expenses
Parakram 2,455.37 3,640.59 869.67 =
25 | Security India Other
Private Limited | expenses
Batanjall Neural | PeSuiey and 101.34 7 2
YS pa manufacturin
26 | Biscuits Private i
Limited 8 charges)
Patanjali iifbnest 2,030.55 4,030.63 1,173.34
27 | Ayurved Limited |. renses
(Debenture)
Shahra Brothers = = 2.77 3.16
28 | Private
Limited**
Disha 7 = z 20.78
29 | Foundation
(Trusty**
39 | Suresh Shahra ee Z : 5.40 9.64
_ charges
31 | Santosh Shahra | ses - 2 2.43 412
HUF**
32 | Mahakosh Z : 7.97 5
Family Trust**
Vedic 15.64 32.89 = =
33 | Broadcasting
Limited
Patanjali Purchase of 56.34 94.51 317.70
34 Ayurved Limited | capital assets
(CWP)
Indian Oil Ruchi | Impairment Z : = 153
35. | Biofuels LLP### | in value of
investment.
Patanjali Contract 350.00 - - -
Ayurved Limited | Manufacturin
36 g Rights
(Breakfast
Business)
Patanjali Natural | Business 6,002.50 - = =
Biscuits Private | Purchase as
Limited per Business
37
‘Transfer
Agreement
(BTA)

 

 

 

 

 

 

 

29

 
 

Nature of

For six months

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

: For the year | Fortheyear | For the year
= | Soe related | period ended) ended March | ended March | ended March
: Party Darty” P » 31, 2021 31, 2020 31, 2019
transaction 2021
High Tech | Provision for " 7 7 750.00
38 Realties Private doubtful
Limited* debts and
advances
39._| Patanjali Royalty 267.19 1,149.27 = °
Ayurved Limited | _paid****
Ruchi J Oil 154.26 154.26 154.26 154.26
40 Private
Limited## favestinent
RSIL Holdings | “Ven '? - - - 348.10
ae | RS Bold subsidiary,
Private Limited* aesociate aba
42 |Mrig_— Trading | joint venture - - - £0)
Private Limited* | !
a3 | GHI Energy : : : 819.24
Private Limited#
Patanjali 17,006.55 16,213.52 14,740.53 >
Ayurved Limited
44
(Preference
: Loans from
Share) related party
Patanjali party 45,000.00 45,000.00 45,000.00 =
45. | Ayurved Limited
(Debenture)
Ruchi 2 z z 61,065.73,
46 | Worldwide :
+ Guarantees
Limited icon
ay | GHI Energy 8 z E = 9,600.00
Private Limited#
Key Management Personnel:
48_| Anil Singhal : 53.09 97.94 92.01
49 | Ramji Lal Gupia 3174 70.72 59.54 70.18
Vijay Kumar | Payment to % z 32.04 58.04
50 y
Jain Key
Sanjeev Kumar | Managerial 105.76 130.78 : =
51
Asthana Personnel
52_| Sanjay Kumar | /remuneratio 13.33 014 z 5
53_| Kumar Rajesh n 27.77 52.18 E zu
Sanjeev 27.44 52.01 z
54
Khanna
Ram Bharat @# Director - - - -
55 Remuneratio
n Payable
56_| Anil Singhal - 3.00 15.34 ,
57 _| Ramji Lal Gupta 150 O51 4.12 :
se | Vay Kumar r z 21.16 s
Jain Reimbursem
59_| Sanjay Kumar caret 150 : : 2
60 | Sanieew expenses 2.44 7 . -
Khanna Ps
61_| Kumar Rajesh 181 s E a
, | Sanjeev Kumar 0.62 0.15 z a
62
Asthana
Dinesh Chandra | Rent paid/ : 0.08
3. | Shahar Storage
charges
expenses

 

*Upon implementation of the Patanjali Resolution Plan in terms of the NCLT Order, such entity has become an erstwhile subsidiary and/or
joint venture of the Company with effect from December 18, 2019.

“*Upon implementation of the Patanjali Resolution Plan in terms of the NCLT Order, such entity has become a member of the erstwhile

promoter group of the Company.

30

 
‘Upon implementation of the Patanjali Resolution Plan in terms of the NCLT Order, such individual has ceased to be a promoter of our
Company.

* GHI Energy Private Limited (up to May 12, 2019).

“ Ruchi J Oil Private Limited (under liquidation with effect from August 21, 2018).
“* Indian Oil Ruchi Biofuels LLP — up to January 25, 2019.

@# Amount is € 1.00 only

“These royalties were paid on account of agreements entered into for introduction of new products under Patanjali brand which lapsed
‘on account of completion of the term of the agreement on January 31, 2021.

“we Revenue as received under the terms of the Take or Pay Agreement.

For details of the related party transactions and as reported in the Restated Financial Statements, see “Restated
Financial Statements — Note 39 — Related party relationships, transactions and balances” on page 384.

Financing Arrangements
There have been no financing arrangements, other than in the normal course of business, whereby our Promoters,
members of the Promoter Group, directors of our Corporate Promoters, our Directors and their relatives have

financed the purchase by any other person of securities of our Company during a period of six months immediately
preceding the date of this Prospectus.

Weighted average price

The weighted average price at which the Equity Shares of our Company were acquired by our Promoters, in the
one year preceding the date of this Prospectus, are set forth below:

 

 

 

 

 

 

 

 

, Weighted average price of
Re Name of the Promoters eee acquisition peeks Share
1. Ruchi Soya Industries Limited (Beneficiary Trust- 76,299 1,228.02

Held in the name of Trustee)

2.__| Patanjali Gramudyog Nayas 4,00,00,000 7
3. Patanjali Ayurved Limited 14,25,00,000 7]
4. Patanjali Parivahan Private Limited 5,00,00,000 7
5.__| Divya Yog Mandir Trust NA 7
6.__| Yogakshem Sansthan* 6,00,00,000 7

 

 

 

 

 

*As certified by GMJ & Co, Chartered Accountants, by way of their certificate dated March 11, 2022.

* On March 31, 2021, Divya Yog Mandir Trust has gifted 60,000,000 equity shares of face value Rs. 2 each of Ruchi Soya Industries Ltd. to
Yogakshem Sansthan by way of declaration of Donation / gift dated March 31, 2021. The said shares were allotted to Divya Yog Mandir Trust
at an issue cost price of Rs. 7 per share as on December 18, 2019 pursuant to implementation of resolution plan sanctioned and duly approved
by the Hon'ble National Company Law Tribunal, Mumbai

Average Cost of Acquisition

The average cost of acquisition of Equity Shares by our Promoters as at the date of this Prospectus is set forth
below:

 

 

 

 

 

 

 

Sr. Number of Equit ‘Average cost of acquisition
No. Romeo ney omer Shares eqied per Equity shea ae
1. _ | Ruchi Soya Industries Limited (Beneficiary Trust- 76,299 1,228.02
Held in the name of Trustee)
2, __| Patanjali Gramudyog Nayas 4,00,00,000 7)
3; Patanjali Ayurved Limited 14,25,00,000 7@
4. Patanjali Parivahan Private Limited 5,00,00,000 72
5. | Divya Yog Mandir Trust December 18, 2019 (gifted JOO
to Yogakshem Sansthan
on March 31, 2021)
6.__| Yogakshem Sansthan 6,00,00,000 7)

 

 

 

 

 

 

*As certified by GMJ & Co, Chartered Accountants, by way of their certificate dated March 11, 2022.

aL
@

(2)

@)

The shares were allotted in the period much prior to March 11, 2021 (i.e not from March 11, 2021 to March 10, 2022) pursuant to
Schemes u/s 391-394, of then applicable the Companies Act, 1956 and approved by the Hon'ble High Court of Bombay and Delhi.

As per the Patanjali Resolution Plan, the paid-up equity share capital of our Company was reduced and consolidated. Every shareholder
holding 100 Equity Shares got 1 Equity Share. The fractional shares were allotted in favour of SBICAP Trustee Company Limited, acting
as Trustee for Ruchi Soya Fractional Shares Settlement Trust. Ruchi Soya Industries Limited Beneficiary Trust (“the Trust") was holding
76,30,115 Equity Shares (pre reduction and consolidation) and the same were held in the name of Dinesh Chandra Shahra, trustee of
Trust at that time.

Out of 76,30,115 Equity Shares, 199 Equity Shares were freeze by NSE as per SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2016/116
dated October 26, 2016. Remaining 76,29,916 Equity Shares were shifted in the new demat account of the Trust opened with the PAN
of Trust. As per the Scheme of reduction and consolidation, 76,299 Equity Shares (new) were allotted to Trust in favour of Dinesh
Chandra Shahra (in the capacity of trustee of the Trust) and 0.16 Equity Shares being fraction was allotted to SBICAP Trustee Company
Limited, Against 199 Equity Shares, 1 Equity Shares was allotted to Dinesh Chandra Shahra (in the capacity of trustee of Trust) and
0.16 equity shares, being fraction was allotted to SBICAP Trustee Company Limited. Against 199 Equity Shares, 1 Equity Shares was
allotted to Dinesh Chandra Shahra (in the capacity of trustee of Trust) and 0.99 share, being fraction was allotted to SBICAP Tr
Company Limited. Presently, Kumar Rajesh, Sanjeev Khanna and Ramji Lal Gupta are Trustees of the Trust. The cost of acqui
of these shares is Rs. 936.97 lakhs against the outstanding 76,299 shares.

  

The equity shares have been acquired pursuant to a Resolution Plan submitted by the Consortium of Patanjali Ayurved Limited, Divya
Yog Mandir Trust (through its business undertaking ~ Divya Pharmacy), Patanjali Parivahan Private Limited and Patanjali Gramudyog
Nayas through Patanjali Consortium Adhigrahan Private Limited, a special purpose vehicle (SPV). The equity shares were acquired on
December 18, 2019 upon approval of the Corporate Insolvency Resolution Process (CIRP) of the Company by the National Company
Law Tribunal (NCLT), Mumbai vide their orders dated July 24, 2019 and September 4,2019 at the issue cost of Rs 7 per equity share as
provided in the approved resolution plan.

As per the Resolution plan approved and as per Para no. 16.2(b), “Post reduction and consolidation of the existing equity share capital
of the Corporate Debtor, as provided in the Scheme of Restructuring and Amalgamation under the resolution plan it is proposed that
the Corporate Debtor shall issue equity shares to the Resolution Applicant in the ratio of 1:1 i.e. 29,25,00,000 equity shares of face
value of Rs 2 each would be issued by the Corporate Debtor to the Resolution Applicant at an issue price of Rs 7 per share so as to
ensure that the shareholding of the Resolution Applicant in the expanded equity share capital of the Corporate Debtor (pursuant to the
reduction and consolidation of the share capital of the Corporate Debtor) is 98.87%” The restated standalone financial statement of the
company mentions these shares at face value of Rs. 2 per share and the excess received under the head capital reserve.

 

  

On March 31, 2021, Divya Yog Mandir Trust has gifted 6,00,00,000 equity shares of face value Rs. 2 each of Ruchi Soya Industries
Ltd. to Yogakshem Sansthan by way of declaration of Donation / gift dated March 31, 2021. The said shares were allotted to Divya
Yog Mandir Trust at an issue cost price of Rs. 7 per share as on December 19, 2019 pursuant to implementation of resolution plan

sanctioned and duly approved by the Hon'ble National Company Law Tribunal, Mumbai.

Details of pre-Issue Placement

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

Issue of Equity Shares for consideration other than cash in the last one year

Our Company has not issued any Equity Shares for consideration other than cash in the one year preceding the
date of this Prospectus.

Split or Consolidation of Equity Shares in the last one year

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

a2
SECTION II —- RISK FACTORS

An investment in equity shares involve 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. We have described the risks and uncertainties that our management believes are material, but the risks
set out in this Prospectus may not be exhaustive and additional risks and uncertainties not presently known to us,
or which we currently deem to be immaterial, may arise or may become material in the future.

Potential investors should pay particular attention to the fact that our Company is incorporated under the laws
of India and is subject to legal and regulatory environment which may differ in certain respects from that of other
countries. If anyone or some combination of the following risks or other risks which are not currently known or
are now deemed immaterial actually occurs or were to occur, our business, results of operations, cash flows,
financial condition and prospects could be adversely affected, and the trading price of the Equity Shares could
decline, and you may lose all or part of your investment. To the extent the COVID-19 pandemic adversely affects
our business and financial results, it may also have the effect of heightening many of the other risks described in
this section. Unless specified in the relevant risk factor below, we are not in a position to quantify the financial
implication of any of the risks mentioned below.

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 the risks involved. Prospective investors should consult their own tax,
financial and legal advisors about the particular consequences to such investors of an investment in this Issue.
To obtain a complete understanding of our business, you should read this section in conjunction with the sections
“Our Business” and “Management's Discussion and Analysis of Financial Condition and Results of Operation”,
and “Restated Financial Statements” on pages 183, 413 and 321, respectively.

    

 

Prospective investors should pay particular attention to the fact that our Company is incorporated under the laws
of India and is subject to a legal and regulatory environment which may differ in certain respects from that of
other countries. This Prospectus also contains forward-looking statements, which refer to future events that
involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, which
may cause the actual results to be materially different from those expressed or implied by the forward-looking
statements. For further details, see “Forward-Looking Statements” on page 20.

 

Unless otherwise indicated, industry and market data used in this section has been derived from industry
publications and other publicly available information, including, in particular, the report ‘Indian Packaged Food
Industry’ dated January 3, 2022 prepared and issued by Technopak, which is commissioned by us. Unless
otherwise indicated, all financial, operational, industry and other related information derived from the Industry
Report and included herein with respect to any particular year refers to such information for the relevant calendar
year.

Unless otherwise stated, the financial information of our Company used in this section has been derived from the
Restated Financial Statements.

INTERNAL RISKS

1. Our inability to anticipate, respond to and meet the tastes, preferences or consistent quality requirements
of our consumers or our inability to accurately predict and successfully adapt to changes in market demand
or consumer preference could reduce demand for our products and in turn, impact our sales.

Our results of operations and future growth plans are largely dependent upon the demand for our various
forms of edible oil, soya chunk and soya flour, biscuits, cookies, rusks, noodles and breakfast cereals. Demand
for our products depends primarily on consumer-related factors such as demographics, local preferences, food
consumption trends, the level of consumer confidence as well as on macroeconomic factors such as the
condition of the economy and per capital income.

Over a period of time, there have been significant changes in consumers’ preferences on edible oil and soya
food products. There has been a shift towards healthier dietary options in recent times. Our success depends
on our ability to anticipate consumption trends viz. the tastes and dietary habits of consumers and to offer
affordable products that appeal to their needs and preferences in a timely manner. Consumer tastes and
preferences often change over time, and if we are not able to anticipate, identify or develop and market
products that respond to changes in consumer tastes and preferences, demand for our products may decline

33
and we may also have to incur additional operating expenses. We must, on a regular basis, keep pace with
the preferences and quality requirements of our consumers, invest continuously in new technology and
processes to provide products having the desired qualities and characteristics, and continually monitor and
adapt to the changing market demand. An unanticipated change in consumer demand and any sudden change
in Government regulations may adversely affect our liquidity and financial condition.

Our revenue significantly depends on the sale of our edible oil products and any decline in the sale of our
edible oil products, specifically palm and soybean oil, in the market would have a material adverse effect
on our business, financial condition and results of operation.

In the Fiscal 2019, Fiscal 2020, Fiscal 2021and six months period ended September 30, 2021, our revenue
from sale of edible oil products was ¢ 10,06,883.49 lakhs, ¢ 10,62,911.65 lakhs, = 13,79,059.87 lakhs and =
9,16,862.13 lakhs, respectively contributing towards 79.10%, 81.03%, 84.51%, and 81.42%, of our revenues
from operations, respectively. We will depend on the sale of our oil products especially palm oil and soya oil
for a majority of our income in the near future. Therefore, factors such as change in consumer preference for
edible oil may have an adverse impact on our total income. We cannot assure that we will be able to maintain
the sale of our edible oil products in the future which will have a positive impact on our total income. If the
consumer preference for our edible oil products declines in the future, we may experience significant loss
including costs involved for maintaining these manufacturing facilities which in turn will lead to lower
revenues and gross and operating margins resulting into material adverse effect on our business financial
condition and results of operation.

We depend almost entirely on third-party suppliers in respect of availability of our raw materials. An
interruption in the supply of such products and price volatility could adversely affect our business, results
of operations and financial condition.

Our principal raw materials are oil seeds for crushing and extraction, primarily soybeans and mustard seeds,
soya flour for soya food products, crude vegetable oils for refining primarily palm oil, degummed soya oil,
sunflower oil and groundnut oil, chemicals and consumables used in the solvent extraction and refining
processes, primarily hexane, as well as phosphoric acid, caustic lye and bleaching earth and packaging
material. The input raw material is sourced locally to the extent possible. The Company also procures FFBs
from oil palm farmers for processing. The availability and price of raw materials from these sources is
substantially dependent upon weather conditions at the place of cultivation and production which can lead to,
among other things, crop failures or a reduction in harvest. Production can also be affected by natural disasters
or as a result of land used for the cultivation of the particular crops being used for alternative crops or
alternative purposes such as the development of housing or for biofuels and power generation. In some cases,
a decrease in price causes farmers and traders to hoard their supply of seeds causing supply to decline even
further.

We procure crude degummed soybean oil & sunflower oil for refining and branding purpose from our
suppliers based in Geneva, Rotterdam, Singapore. Further, we procure crude palm oil for refining and trading
primarily from suppliers in Malaysia and Indonesia, through a few sourcing agents based in Singapore. Our
imported raw materials constituted 42.00%, 30.00%, 28.19% and 26.22% of our total raw material purchase
in for the six months period ended September 30, 2021, Fiscal 2021, Fiscal 2020 and Fiscal 2019,
respectively.

In our oil palm business, we rely on third parties for a variety of tasks. For example, we are responsible for
convincing farmers located in the command areas allocated to us by various state governments pursuant to
the Oil Palm development programme to plant and grow oil palm using seedlings, fertilizers, machinery and
training that we provide. We rely on farmers to operate oil palm farms, harvest fresh fruit bunches and
coordinate with third party collection agents to bring harvested fresh fruit bunches to our processing facilities.
Farmers in our command area are not required to continue to grow oil palm and may decide to plant other
crops. While we have an obligation to buy all fresh fruit bunches grown in our assigned command areas at a
pre-determined price, the farmers are not under any legal or contractual obligation to cultivate oil palm, and,
except in certain states, our relationship with these farmers are not governed by binding agreements.

In our biscuits, cookies and rusks business, we procure raw materials such as wheat flour, sugar, vegetable
oil/fat, salt, skimmed milk / powdered milk, butter, refined palm oil, baking powder, syrup, whole milk
powder, food preservatives, emulsifiers, catalytic reagents, preservatives and flavouring agents, L-Glucose,
invert syrup and fruits from the local market based on our relationships with local suppliers. We do not have

34
any long-term contracts with any third parties, and we procure all of our raw materials by way of purchase
orders and therefore, are required to pay the market rate of such products. Most of such raw materials are
commodities and therefore subject to price fluctuations as a result of seasonality, weather, demand and other
factors.

We source raw materials for our nutraceutical products such as whey protein isolate, soya protein powders,
vitamins and minerals, special ingredients like organic omega (sea buckthorn, flaxseed oil), natural spirulina,
natural moringa, natural rosehip extracts etc. from various suppliers and therefore these are subject to price
fluctuations and availability. Any significant change in the cost structure or disruption in supply may affect
the pricing and supply of our nutraceutical and wellness products. If we are not able to increase our
nutraceutical and wellness products prices to significantly offset increased raw material costs, or if unit
volume sales are significantly reduced, it could have a negative impact on our profitability. This may
adversely affect our business and financial performance.

Raw materials are subject to supply disruptions and price volatility caused by various factors, including
commodity market fluctuations, the quality and availability of supply, currency fluctuations, consumer
demand and changes in government policies. In addition, while competition for procuring raw material may
result in an increase in raw material prices, our ability to pass on such increases in overall operational costs
may be limited. Furthermore, any increase in the cost of raw materials which results in an increase in prices
of our products, may reduce demand for our products and thereby affect our margins and profitability. Supply
interruptions or delays may lead to delays in production and higher raw material costs. The cost of raw
materials constituted 75.87%, 82.94%, 82.42% and 82.56% of our total revenue from operations for the six
months period ended September 30, 2021, Fiscal 2021, Fiscal 2020 and Fiscal 2019, respectively. Generally,
we do not execute agreements with any of the suppliers for long-term supplies of raw materials. Although we
procure our raw materials from several suppliers to ensure consistent availability, there can be no assurance
that we will be able to do so in the future. We are exposed to the risk of delay in supplies of raw materials as
well as price escalations and supplier defaults. We also face political risk in case of diplomatic dispute and
break down of trade channel with the countries from where we import our raw material.

If our suppliers are unable to supply us with adequate quantities of raw materials at commercially reasonable
prices, or if we are unable to procure raw materials from other sources on commercially acceptable term, our
business and results of operations could be adversely affected. In certain circumstances, our suppliers may
choose to supply the raw materials to our competitors instead of us. Any increase in raw material prices will
result in corresponding increases in our raw material costs. In addition, because of the time lag between
purchase of the raw material and the sale of the Company’s end-products, the Company is often unable to
pass through any increase in costs to its customers.

All of these factors could have a material adverse effect on the Company’s business, prospects, results of
operations and financial condition.

Our Company is required to comply with the minimum public shareholding requirements prescribed under
the SCRR. Failure to comply with the minimum public shareholding requirements by our Company may
result in certain adverse consequences, including delisting of our Equity Shares.

As of December 31, 2021, our Promoters hold 98.90% shareholding in the Company and remaining 1.10%
equity shares form part of the public shareholding in the Company. In terms of the provisions of continuous
listing requirement as stipulated under Rule 19A of SCRR, where the public shareholding in a listed company
falls below twenty-five per cent, as a result of implementation of a resolution plan approved under section 31
of the IBC, such company is required to bring the public shareholding to twenty-five per cent within a
maximum period of three years from the date of such fall, in the manner specified by SEBI and if the public
shareholding falls below ten per cent, the same shall be increased to at least ten per cent, within a maximum
period of eighteen months from the date of such fall, in the manner specified by SEBI (“MPS”) which has to
be achieved by our Company. Our Company is required to increase its public shareholding so that it can
achieve the minimum public shareholding in compliance with the requirements of rule 19A of SCRR.
Following the Issue (assuming full subscription to the Issue), our Company will have a 19.18% public
shareholding and accordingly, our Promoters would be required to dilute at least 5.82% of their shareholding
(in accordance with the methods prescribed under applicable laws) to ensure that our Company achieves 25%
public shareholding as envisaged under Rule 19A of the SCRR. We cannot assure you that our Company will
be able to achieve minimum public shareholding and failure to comply with the minimum public shareholding
requirements may result in certain adverse consequences, amongst others, the Stock Exchanges take action

35
for delisting of our Equity Shares and may also result in penal action being taken against us. In accordance
with the applicable SEBI circulars, BSE and NSE vide their email and letter, respectively dated September
17, 2021, have levied fine of = 76,700 each for non-compliance of MPS from June 18, 2021 till June 30,
2021, which has been paid by our Company. Further, BSE and NSE vide their emails and letters, respectively
dated December 1, 2021, have levied a fine of = 5,42,800 each for continuous non-compliance of MPS from
July 1, 2021 till September 30, 2021, which has been paid by our Company prior to filing the RHP with the
RoC. There can be no assurance that similar fines will not be levied or any other action (as set out in the
applicable SEBI circulars) will not be taken by the Stock Exchanges till the time our Company complies with
the minimum public shareholding requirement.

Certain of our Promoters had pledged their Equity Shares and entered into an unattested share pledge
agreement in favour of a common security trustee appointed by the consortium of lenders, which have
been released temporarily to permit lock-in in terms of SEBI ICDR Regulations. Any exercise
of such pledge by any lender forming part of such consortium or enforcement of such pledge could dilute
the shareholding of the Promoters, which may adversely affect our business and future prospects.

As on the date of this Prospectus, 98.87% of the pre-Issue paid up capital held by certain of our Promoters
viz. Patanjali Ayurved Limited, Yogakshem Sansthan, Patanjali Parivahan Private Limited and Patanjali
Gramudyog Nayas were pledged in favour of a common security trustee towards due repayment of the term
loan facility of = 2,40,000.00 lakhs, working capital facility of = 80,000.00 lakhs and COVID-19 (Adhoc
facility) of = 8,000.00 lakhs availed by our Company and issued by the consortium of banks including State
Bank of India, Union Bank of India, Canara Bank (erstwhile Syndicate Bank), Indian Bank (erstwhile
Allahabad Bank) and Punjab National Bank. Our Company has received the consent of all the lenders with
respect to the proposed Issue and accordingly there are no covenants, conditions, which are prejudicial or
adverse to Issue or shareholders.

Any default under the agreements pursuant to which the Equity Shares were pledged by certain of our
Promoters will entitle the security trustee to enforce the pledge over such Equity Shares. If this happens, the
shareholding of our Promoters may be diluted and we may face certain impediments in taking decisions on
certain key, strategic matters involving our Company. As a result, we may not be able to conduct our business
or implement our strategies as currently planned, which may adversely affect our business and financial
condition. Further, any rapid sale of Equity Shares pursuant to invocation of pledge may adversely affect the
price of the Equity Shares.

We have ‘Take or Pay Agreement’ with one of our Promoters, Patanjali Ayurved Limited to ensure
sufficient cash flows of our Company for timely repayment of the facilities by assured capacity utilisation
of certain refining units owned by our Company for a term of 10 years. Any discontinuance or termination
of this agreement will result into material adverse effect on our business financial condition and results of
operation.

We have a long term ‘Take or Pay Agreement’ with one of our Promoters, Patanjali Ayurved Limited to
ensure sufficient cash flows of our Company for timely repayment of the facilities by assured capacity
utilisation of the certain refining units owned by our Company for a term of 10 years. Pursuant to this
agreement, our Company is to reserve its production capacity for 720 operational days in a contract year (i.e.,
twelve consecutive months from the effective date of the Take or Pay Agreement), for utilisation by PAL for
production. For further details of the Take or Pay Agreement, see “History and Certain Corporate Matters
Other material agreements” on page 263.

The fixed fee for allowing such production is (a) = 15,000 lakhs for the first two years; (b) = 17,500 lakhs for
the third year; and (c) = 20,000 lakhs for the pendency of the Take or Pay Agreement, such fixed fee is to be
paid by PAL to our Company irrespective of any default committed by our Company or subsistence of any
dispute between our Company and PAL. While our Company and PAL have agreed as per terms of the Take
or Pay Agreement that they shall not terminate the Take or Pay Agreement without the consent of security
trustee and will perform their respective obligations under the Take or Pay Agreement until entire outstanding
amounts under the applicable debt facility is repaid to the satisfaction of the security trustee, in event of any
discontinuance or termination of this Take or Pay Agreement prior to its term of 10 years, the Company will
not be able to have agreed guaranteed cash flow for the remaining tenure and which will result into material
adverse effect on our business, financial condition and results of operation.

36
On June 2, 2021 we have forayed into the business of Nutraceuticals. In case these new products are not
accepted by our customers and/or achieve the profitability that justifies our investment, may have an
adverse impact on our prospects, growth, results of operations and financial condition.

Our Company has no operating experience in our nutraceuticals business which we have forayed into on June
2, 2021. While we have recently introduced our nutraceutical and wellness products we face significant risks,
as well as the possibility of unexpected consequences, including:

 

«the acceptance of our nutraceutical and wellness products by our customers may not be as high as we
anticipate;

e ~ sales of our nutraceutical and wellness products to our customers may not be as high as we anticipate for
a number of factors including product pricing;

¢ our marketing strategies for our nutraceutical and wellness products may be less effective than planned
and may fail to effectively reach the targeted consumer base or engender the desired consumption and
the rate of purchases by our consumers may not be as high as we anticipate;

© we may have to aggressively market our products and thereby incur higher marketing expenses and our
investments in nutraceutical and wellness products which requires longer investments cycle may not
yield desired revenues;

we may face operational challenges in initial phase of our nutraceuticals and wellness business including
managing the distribution channel, passing on increased raw material cost to consumers, requirement of
higher working capital which we may not be able to set aside for this new business; and

e any delays or other difficulties impacting our ability, or the ability of our third-party manufacturer and
suppliers, to manufacture, distribute and ship products in a timely manner in connection with our
nutraceutical and wellness products.

We face an inherent business risk of exposure to product liability or recall claims in the event that our
nutraceutical and wellness products fail to perform as expected or any such failure results, or is alleged to
result, in bodily injury or property damage or both. Any actual or alleged contamination or deterioration of
our nutraceutical and wellness products, whether deliberate or accidental, could result in legal liability,
damage to our reputation and may adversely affect our business prospects and consequently our financial
performance.

We anticipate that the growth potential in the health and wellness industry, will lead to increased competition
both from established players as well as from new entrants in the industry. This could include attrition of our
staff to our competitors or our staff establishing competitive enterprises. In addition, we compete against a
number of multinational manufacturers and marketers, some of which are larger and have substantially greater
resources than us, and which may therefore have the ability to spend more aggressively on advertising and
marketing and have more flexibility to respond to changing business and economic conditions than us.
Furthermore, manufacturers that do not currently compete with us could expand their product portfolios to
include products that would compete directly with ours.

The business transfer on a slump sale basis of biscuits, cookies, rusk and other associated bakery product
business from one of our Promoter i.e. Patanjali Natural Biscuits Private Limited may have regulatory
implications and there can be no assurance as to the timing and amount of any returns or benefit that our
Company may receive from our recent acquisition through assignment of noodles and breakfast cereals
business.

Our Company has acquired biscuits, cookies, rusk and other associated bakery product business from one of
our Promoter i.e., Patanjali Natural Biscuits Private Limited including manufacturing unit at Bhagwanpur,
District — Haridwar on a going concern basis through a business transfer agreement dated May 11, 2021 (the
“Business Transfer Agreement”). For further details, see “History and Certain Corporate Matters — Other
material agreements” on page 263. We have executed agreements to sale dated May 24, 2021, read with the
Extension Agreement dated January 6, 2022. Under the terms of the agreements to sale dated May 24, 2021
read with the Extension Agreement dated January 6, 2022, our Company is required to make a balance
payment of 75% of purchase consideration within three months from execution of agreement for sale. While

aT
10.

the agreement to sale provides that parties will execute the sale deed within one year, any failure or inability
to execute the sale deed, pursuant to Business Transfer Agreement may materially and adversely affect our
business operations, financial condition and results of operations. Additionally, apart from the licences
pertaining to legal metrology, all the approvals and licenses required for operating the manufacturing unit
acquired under Business Transfer Agreement have been transferred to our Company. Pursuant to the Business
Transfer Agreement, the manufacturing unit at Bhagwanpur, District Haridwar is being operated by us since
May 21, 2021. In the event our operations at the aforementioned manufacturing unit, during the pendency of
receipt of approvals, is considered a breach of applicable laws, we may be subject to adverse consequences,
including stoppage of operations, suspension, revocation or approvals and penal action. Any such action may
materially and adversely affect our business operations, financial condition and results of operations.

Our Company has acquired noodles and breakfast cereal business from Patanjali Ayurved Limited through
an assignment agreement dated June 2, 2021 (the “Assignment Agreement”). Pursuant to the Assignment
Agreement, certain contract manufacturing agreements for purpose of manufacturing noodles and breakfast
cereals has been assigned with effect from June 7, 2021. For further details, see “History and Certain
Corporate Matters — Other material agreements” on page 263. We may not be able to identify all the risks,
liabilities, and challenges in relation to our acquisition of noodles and breakfast cereal business and/or
demands on management related to the increase in our size after an acquisition. We may not ultimately
strengthen our competitive position or achieve our goals, including increase in revenue, and such acquisition
we complete could be viewed negatively by our customers, investors and industry analysts. Further, we might
not achieve our expected return on investment. These difficulties could disrupt our ongoing business, distract
attention of our management and employees and increase our expenses.

 

Loss or the disruption or interruption in the operations of our contract manufacturers or our failure to
identify timely new contract manufacturers could harm our business and impede our growth.

We outsource a significant part of the manufacturing of our biscuits, cookies, rusks, noodles and breakfast
cereals, nutraceuticals, and wellness products to Patanjali Ayurved Limited, Swasth Aahar Private Limited
and certain third parties. Should any of these parties seek to alter the terms or terminate its relationship with
us or if we need to replace our contract manufacturers, there can be no assurance that additional capacity will
be available when required on acceptable terms, or at all, which may result in a decrease of our total
production capacity.

Our Company has (i) acquired biscuits, cookies, rusk and other associated bakery product business in May
2021, (ii) acquired noodles and breakfast cereals in June 2021, (iii) forayed into nutraceutical and wellness
products in June 2021. While there have been no past instances of interruptions since the acquisition and
foraying into said businesses in the manufacturing operations, any interruptions to the manufacturing
operations of such parties due to strikes, lock outs, work stoppages or other forms of labour unrest, break
down or failure of equipment, floods and other natural disaster as well as accidents could affect our ability to
receive an adequate supply of quality products at reasonable prices. Thus, our manufacturing model presents
numerous risks to our ability to receive an adequate supply of quality products and meet our customer’s
demands, which, if we fail to do, would have a negative impact on our business, financial condition and
results of operations. The success of our business depends, in part, on maintaining a strong manufacturing
platform. Our arrangements with our contract manufacturers could involve various risks, including potential
interruption to their operations for factors beyond their or our control, any significant adverse changes in their
financial or business conditions, as well as low levels of output or efficiency.

Any loss of our contract manufacturers, any disruption or delay by them or any failure to identify and engage
contract manufacturers for new products could delay or postpone production of our products, which could
have a material adverse effect on our business, results of operations and financial condition.

Unfavourable local and global weather patterns may have an adverse effect on our business, results of
operations and financial condition.

Our businesses are sensitive to weather conditions, including extremes such as drought and natural disasters.
There is growing concern that carbon dioxide and other greenhouse gases in the atmosphere may have an
adverse impact on global temperatures, weather patterns and the frequency and severity of extreme weather
and natural disasters. The availability of raw materials that we require for our operations and the demand for
our products may be adversely affected by longer than usual periods of heavy rainfall in certain regions or a
drought in India caused by weather patterns such as the El Nino. For example, natural disasters, excessive

38
rainfall or extended periods of dry weather will lead to a decrease in the overall yield of FFB at oil palm
plantations to which we have access. Excessive rainfall may lead to poor pollination of palms, decrease the
effectiveness of fertilizers and affect harvesting, while drought results in oil palm plantations forming fewer
fruit bunches. Adverse weather conditions may also cause volatility in the prices of commodities, which may
affect growers’ decisions about the types and quantum of crops to plant and may consequently affect the sales
of our crop protection products. Further, we may be subjected to decreased availability of water, which could
impact our manufacturing operations. The increasing concern over climate change may also result in
enhanced regional and global legal and regulatory requirements to reduce or mitigate the effects of
greenhouse gases, as well as more stringent regulation of water rights. In the event that such regulations are
enacted and are more aggressive than the sustainability measures that we are currently undertaking to monitor
our emissions, improve our energy efficiency, and reduce and reuse water, we may experience significant
increases in our costs of operations. There is also a possibility of the countries passing regulations limiting or
banning exports which would have an adverse effect on our business. Consequently, the occurrence of any
such unfavourable weather patterns may adversely affect our business, results of operations and financial
condition.

11. We are involved in certain litigation proceedings and any adverse outcome in any of these litigations may
have an adverse impact on our business, results of operations and financial condition.

There are outstanding legal proceedings involving our Company, Directors and Promoters which are pending
at different levels of adjudication before various courts, tribunals and other authorities. Such proceedings
could divert management time and attention and consume financial resources in their defence or prosecution.
The amounts claimed in these proceedings have been disclosed to the extent ascertainable and quantifiable
and include amounts claimed jointly and severally. Any unfavourable decision in connection with such
proceedings, individually or in the aggregate, could adversely affect our reputation, business, financial
condition and results of operations. The list of such outstanding legal proceedings as on the date of this
Prospectus is set out below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

‘Types of Proceedings Number of Cases Amount (in @ lakhs)*
Litigation against our Company
Criminal proceedings = =
Actions by statutory or regulatory authorities 22 526.50
Other pending material litigation Z =
Direct and indirect tax proceedings 258 30,595.26**
Total 282 31,121.76
Litigation by our Company
Criminal proceedings 105 3,230.49
Other pending material litigation 10 1,94,821.22
Total 115 1,98,051.71
Litigation against our Directors
Criminal proceedings 22 2
Actions by statutory or regulatory authorities is -
Other pending material litigation 6 -
Direct and indirect tax proceedings - -
Total 31 -
Litigation by our Directors
Criminal proceedings 3 =
Other pending material litigation 4 -
Total 7 -
Litigation against our Promoters
Criminal proceedings 15 1.63
Actions by statutory or regulatory authorities 139 9.30
Other pending material litigation - -
Direct and indirect tax proceedings 17 19,040.67
Disciplinary action taken by SEBI or the Stock Exchanges in the
past five years - -
Total 170 19,051.60
Litigation by our Promoters
Criminal proceedings 64 406.58
Other pending material litigation x -
Total 66 406.58

 

 

 

 

39
“To the extent quantifiable.
** Includes an amount of @ 4,498.44 lakh has been paid under protest, and appeal for & 26,096.82 lakh that has been filed.

12.

13.

14,

For details of the material outstanding litigations, see “Outstanding Litigation and Other Material
Developments” on page 466 of this Prospectus.

Conflict of interest may arise out of similar business undertaken by our Company and certain of our
Promoters and/or Directors which could adversely affect our business, prospects, results of operations and
financial condition.

Certain of our Promoters and/or Directors are engaged in a similar business of edible oils (such as soybean
and mustard), honey, aata (wheat flour) which they have been operating prior to acquisition of our Company
by the Patanjali Consortium. As a result, in future conflict of interests may arise in allocating business
opportunities amongst our Company, our Promoters and/or Directors where our respective interests diverge.
There can be no assurance that our Promoters and/or Directors will not provide comparable services, expand
their presence, solicit our employees or acquire interests in competing ventures in the locations or segments
in which we operate, which could have an adverse effect on our business, results of operations and financial
condition.

 

Any delay in production at, disruption or shutdown of our manufacturing facility, or failure to achieve
optimal capacity utilisation at such facility could adversely affect our business, results of operations and
financial condition.

We have 23 processing plants (of which 17 are operational processing plants) as on the date of the Prospectus.
The success of our manufacturing activities depends on, among other things, the continued functioning of
our manufacturing processes and machinery, the productivity of our workforce and compliance with
regulatory requirements. Any interruption at our manufacturing facility, including on account of natural or
man-made disasters, workforce disruptions, industrial accidents, fire, failure of plants and machinery and
cancelation, revocation, non-renewal or non-grant of regulatory approvals, could delay production or require
us to shut down the affected manufacturing facility. Although there has been no instance of a shutdown since
the December 18, 2019, the shutdown of our manufacturing facility could adversely effect on our business,
results of operation and financial condition.

Further, any significant malfunction or breakdown of our machinery may entail significant repair and
maintenance costs and cause delays in our operations. We may also be required to carry out planned
shutdowns of our facilities for maintenance, statutory inspections, and testing, or equipment upgrades. Any
material interruption at our manufacturing facility could reduce our ability to meet desired earnings for the
affected period, which could affect our business, prospects, results of operations and financial condition.

Our inability to manage our inventory and foresee accurate demand for our products for a future period
may adversely affect our reputation, business, results of operation and our financial performance.

The estimations on demands of our products are typically based on our projections, inventory levels at our
distribution networks, our understanding of the anticipation of consumption and spending by our consumers.
If we overestimate demand for our products, we may face difficulty on storage of such products due to lower
shelf life and complications with respect to storage of perishable products. Further, if we are unable to provide
our products to our consumers due to any disruptions of our manufacturing facilities or shortage of raw
materials, we may incur the risk of customers choosing other products over our products. While we closely
monitor our inventory requirements for our product, we may be exposed to various risks including the
aforementioned risks. While we have faced limited interruptions due to COVID-19, we have ensured
inventory for a period 15-20 days and outstanding purchase of additional 20-30 days to secure supplies is
generally maintained to ensure that the supply of our raw materials is not impacted. All of these factors could
adversely affect our reputation, business, results of operation and our financial performance.

40
15.

16.

17.

We have experienced negative cash flows in the prior periods.

We have experienced negative cash flows in the recent past, details of which are disclosed in the table below:

 

 

 

 

 

 

 

 

 

 

(in & lakhs)
Six months
Particulars period ended As at |As at March 31,| As at March
September 30, |March 31, 2021 2020 31, 2019
2021

Net cash flows from operating 25,191.66 24,329.40 (6,087.63) 23,755.76
activities

Net cash flows from investing (8,114.66) (4,398.08) (2,577.19) (11,178.65)
activities

Net cash flow from financing (18,494.15) (30,684.26) 8,242.50 (476.13)
activities

Cash and Cash equivalents as 3,209.90 4,627.05 15,379.99 15,802.32
restated as at the period/year end

 

 

For further details, see section “Financial Information” and “Management's Discussion and Analysis of
Financial condition and Results of Operations” on pages 320 and 413 respectively. Any negative cash flows
in the future could adversely affect our business, results of operations and financial condition.

We operate in nine business verticals and our inability to manage our diversified operations may have an
adverse effect on our business, results of operations and financial condition.

We operate in nine business verticals such as edible oil, its by-products and derivatives, oleochemicals, edible
soya flour and textured soya protein, honey and atta (flour), oil palm plantation, nutraceutical and wellness
products, biscuits, cookies and rusks, noodles and breakfast cereals and renewable energy - wind power. As
a result of operating such diverse businesses, our management requires considerable expertise and skill to
manage and allocate an appropriate amount of time and attention to each business. Operating such diverse
businesses also makes forecasting future revenue and operating results difficult, which may impair our
operations and your ability to assess our prospects. In addition, our cost controls, internal controls, and
accounting and reporting systems must be integrated and upgraded on a continual basis to support our
diversified businesses. In order to manage and integrate our diversified businesses effectively, we will be
required to, among other things, stay abreast with key developments in each geography in which we operate,
implement and continue to improve our operational, financial and management systems, develop the
management skills of our managers and continue to train, motivate and manage our employees. If we are
unable to manage our diversified operations, different regulatory regime for each of our business verticals,
our business, results of operations and financial condition may be adversely affected. For further details, see
“Management's Discussion and Analysis of Financial Condition and Results of Operations” on page 413.

The COVID-19 pandemic, or any future pandemic or widespread public health emergency, could
materially and adversely impact our business, financial condition, cash flows and results of operations.

Since first being reported in December 2019, the outbreak of COVID-19 has spread globally. The World
Health Organization declared the outbreak of COVID-19 to be a public health emergency of international
concern in January 2020, and a global pandemic in March 2020.

The COVID-19 pandemic has had, and any future pandemic or widespread public health emergency could
have, repercussions across regional and global economies and financial markets. The outbreak of COVID-19
in many countries, including India and the United States, has significantly and adversely impacted economic
activity and has contributed to significant volatility and negative pressure in financial markets, and it is
possible that the outbreak of COVID-19 will cause a prolonged global economic crisis, recession or
depression, despite monetary and fiscal interventions by governments and central banks globally.

The global impact of the outbreak has been rapidly evolving. Most of the jurisdictions, including where we
have business operations, have reacted by instituting restrictive measures including invoking lockdowns and

41
18.

quarantines, requiring the closure of non-essential businesses and placing restrictions on the types of
businesses that may continue to operate, mandating restrictions on travel, implementing “shelter-in-place”
rules and “stay-at-home” orders, and enforcing remote working regulations. No prediction can be made of
when any of the restrictions currently in place will be further relaxed or expire, or whether or when further
restrictions will be announced. Although, depending on how well COVID-19 situation is under control, some
government authorities are beginning to ease or lift these restrictions, the impacts from the severe disruptions
caused by the effective lock-down and shutdown of large segments of the global economy remain unknown.

On March 24, 2020, the Government of India ordered a national lockdown in response to the spread of
COVID-19. Our business was determined to be operating in an essential industry, which allowed us to
continue our operations subsequent to the introduction of the lockdown in India, subject to certain safety
protocols and adjustments in working patterns. With the decrease in number of COVID-19 cases, the
lockdown was slowly eased during the end of 2020 and early 2021. However, with gradual increase in number
of COVID-19 cases from February 2021 and steep increase from April 2021, various States in India had
imposed stricter lockdown.

While our business and results of operation have not experienced any adverse material affect thus far, there
can be no assurance that there will not be any material impact on our operations if the outbreak of COVID-
19 further intensifies. Further, although the products we manufacture were declared an essential business and
were able to adjust our business to continue operating during the lockdown, there can be no assurance that
further restrictions will not be introduced. Further, we may be required to quarantine employees that are
suspected of being infected of COVID-19, as well as others that have come into contact with those employees
or shut down our manufacturing facility, which could have an adverse effect on our business operations. If
any of our suppliers or other service providers are affected by COVID-19 and consequently to the extent our
supply chain or distribution is disrupted, this may affect our ability to meet the demand of our customers.

The full extent to which the COVID-19 pandemic, or any other future pandemic or widespread public health
emergency impacts our business, operations and financial results will depend on numerous evolving factors
that we may not be able to accurately predict, including: the scope, severity, and duration of the pandemic;
actions taken by governments, business and individuals in response to the pandemic; the effect on customer
demand for and ability to pay for our products; the impact on our capital expenditure and drug development
projects; disruptions or restrictions on our employees’ and suppliers’ ability to work and travel; volatility in
foreign exchange rates; any extended period of remote work arrangements; and strain on us or our customers’
business continuity plans, and resultant operational risk. The Company has evaluated the impact of the
COVID-19 pandemic on its business operations and based on its review and current indicators of future
economic conditions, there is no significant impact on its financial statements and the Company expects to
recover the carrying amounts of all the assets. The COVID-19 pandemic, or any future pandemic or
widespread public health emergency could therefore impact our business, financial condition and results of
operations.

 

Some of our loan agreements contain restrictive covenants which may adversely affect our business, results
of operations and financial conditions.

As on December 31, 2021, we had fund based and non-fund based outstanding borrowings of = 298,218.33
lakhs (including bank guarantees against which 100% margin have been provided in form of fixed deposit,
bank guarantees pertaining to pre-CIRP period for which no existing limits were utilized). For details, see
“Financial Indebtedness” on page 459. We have entered into agreements for terms loans and working capital
facilities. The terms of sanction of such borrowings and certain terms of the financing agreements include,
but are not limited to covenants, such as requirement to maintain certain security, pledge our shares held by
our promoters, financial covenants and other restrictive covenants relating to change in control and
ownership, effecting changes in capital structure where the shareholding of the existing Promoters gets diluted
below current levels, consequential changes to the register of members, imposition of lock-in on the
shareholding of the Promoters, the repayment and/or prepayment of borrowings/financing facilities (in whole
or in part) availed by the Company, expansion activities for the business, opening of any current or other
account with banks outside the existing financial documentation, any formulation of scheme of merger or
amalgamation or reconstruction or de-merger, any new project or scheme of expansion and paying dividends.
Additionally, there are no covenants, terms, conditions of loan agreements which have contingent impact on
shareholding or operations or management except as mentioned above. For instance, the terms of certain of
the financing agreements of our Company entered with our Company’s lenders upon existence of an event of
default (as defined within such financing agreements) includes certain rights to the lenders of our Company,

42
19.

to convert the loans to equity, in accordance with provisions of applicable law, which may lead to dilution of
the shareholding of existing shareholders of the Company. Accordingly in case there is existence of an event
of default (as defined within such financing agreements), our Company’s lenders may convert the respective
outstanding loans to equity in accordance with provisions of applicable law. For further details, in relation to
restrictive covenants and events of defaults, see “Financial Indebtedness” on page 459. There can be no
assurance that maintaining or adhering to such covenants will not hinder business development and growth.
Furthermore, our financing arrangements specify that upon the occurrence of an event of default, the lender
shall have the right to, inter alia, cancel the outstanding facilities available for drawdown, convert the
outstanding loan into equity in the Company, appoint nominee directors, declare the loan to be immediately
due and payable with accrued interest and enforce rights over the security created. Additionally, any such
action initiated by our lenders could result in the price of the Equity Shares being adversely affected. Though,
subsequent to implementation of the Patanjali Resolution Plan and from December 18, 2019 onwards, there
has been no past non-adherence to the restrictive covenants of the loan agreements, including where our
Company, inter alia, (according to the restrictive covenants lenders’ consent is required for effecting any
change in our Company’s capital structure due to which the shareholding of the existing promoter is diluted
below current levels or leads to dilution in controlling stake for any reason effecting any change in the
management set-up) sought the lenders’ consent to undertake a preferential allotment to Ashav Advisory
LLP. While the board resolution recommending such preferential allotment was passed, the same was subject
to receipt of consent from the lenders, such consent requirement was also mentioned in the notice for the
EGM dated January 17, 2020. Since our Company failed to receive, inter alia, the lenders’ consent
(communication of which was initially received via email from the lenders on January 28, 2020), the allotment
was not undertaken and therefore, there was no non-adherence to the restrictive covenants of the loan
agreements, there can be no assurance that we will be able to comply with these financial or other covenants,
or that we will be able to obtain the consents necessary to proceed with the actions which we believe are
necessary to operate and grow our business, which may in turn have a material adverse effect on our business
and operations, such as triggering the event of default in terms of the applicable loan agreements.

We cannot assure you that we have complied with all such restrictive covenants in a timely manner, or at all,
or that we will be able to comply with all such restrictive covenants in the future. Further, during any period
in which we are in default, we may be unable to raise, or may face difficulties raising, further financing and
should we default in repayment of any loans, lenders may recall their loans and invoke cross default
provisions. In such eventuality, other third parties may have concerns over our financial position. Any of
these circumstances could adversely affect our business, credit ratings, prospects, results of operations and
financial condition.

We are involved in litigation proceeding, in relation to the failed preferential issue of 1,86,70,213 Equity
Shares in the past.

Subject to receipt of necessary approvals (including from the Stock Exchanges and the lenders of our
Company), in February 2020, our Shareholders approved a preferential issue of 1,86,70,213 Equity Shares at
a price of = 7 per share to Ashav Advisory LLP (“AAL”). Subsequently, our Company had received in-
principle approval from each of the Stock Exchanges in March 2020 in respect of this failed preferential issue
of shares by our Company. However, by way of its e-mail dated April 8, 2020, AAL had informed the
Company that owing to the nation-wide lockdown due to the onset of the ongoing COVID-19 pandemic at the
time, it was unable to access its banking facilities and accordingly, was unable to transfer the consideration
payable in respect of the failed preferential issue within the timeline prescribed under the SEBI ICDR
Regulations. In light of this, AAL had requested the Company to extend the timeline for such payment of
consideration in respect of the said preferential issue. Pursuant to this request from AAL, our Company
submitted a request with each of the Stock Exchanges in April 2020 to extend the timeline for allotment of
Equity Shares pursuant to the preferential issue. Subsequent to this, the Stock Exchanges, vide its respective
letters in July 2020 (“SE Letters”), rejected the request for such extension by our Company, and stipulated that
since our Company did not meet the minimum public shareholding requirements at the time, the Company
should not proceed with issuance of shares pursuant to the said preferential issue. Pursuant to the SE Letters,
our Company sought an exemption from SEBI in terms of Regulation 300 of the SEBI ICDR Regulations,
from the strict enforcement of Regulation 170 of the SEBI ICDR Regulations (which stipulates the timeline
for the allotment of securities pursuant to a preferential issue by a listed company, among others) in respect of
the preferential issue of Equity Shares to AAL. However, SEBI, vide its letter in September 2020 (“SEBI
Letter”), communicated its decision to not accede to the request by our Company, stating that our Company
was not in compliance with Regulation 160(d) of the SEBI ICDR Regulations as our Company had not ensured
compliance with the SEBI Listing Regulations and the circulars issued thereunder, at the time of approving
the preferential issue. Aggrieved by the SEBI Letter and SE Letters, AAL had filed an appeal against SEBI,

43
the Stock Exchanges and our Company before the Securities Appellate Tribunal at Mumbai (“SAT”), praying
that an order be passed to set aside the SEBI Letter and SE Letters, and to allow our Company to proceed with
allotment of Equity Shares pursuant to the failed preferential issue (“Appeal”). SAT has, vide its order dated
September 9, 2021, dismissed the Appeal. Subsequently, AAL has filed an appeal against the SAT order before
the Supreme Court of India. The matter is currently pending.

In this regard, AAL had also filed a petition (“Petition”) under Section 9 of the Arbitration and Conciliation
Act, 1996, on August 3, 2021 against Patanjali Ayurved Limited, Patanjali Parivahan Private Limited, Divya
Yog Mandir Trust, Patanjali Gramudyog Nayas (collectively, the “Respondents”) and our Company before
the High Court of Delhi (“High Court”). Our Company had been arrayed as a pro forma party therein and no
specific relief had been sought against it. As part of the Petition, AAL had alleged that it had entered into a
memorandum of understanding dated November 25, 2019 (“MOU I”) and a memorandum of understanding
dated December 9, 2019 (“MOU II”, together with MOU I, the “MOUs”) pursuant to which the Respondents
were required to ensure that 11% of the equity share capital of our Company is issued to AAL, in lieu of certain
investments and payments required to be made by AAL. As part of the Petition, AAL had further alleged that
while the Respondents were required to pledge their entire shareholding in our Company in favour of AAL,
however, the entire equity shareholding of the Respondents in our Company have been pledged in favour of
the consortium of lenders of our Company, thus allegedly violating the terms of the arrangements between
AAL and the Respondents. In light of this, AAL had prayed that, among others, (i) the Respondents be required
to transfer 11% of the equity capital of our Company to AAL, and (ii) the Respondents be required to have
11% of the equity share capital of our Company released from the pledge created in favour of the consortium
of lenders. The Respondents and the Company had filed their respective replies to the Petition before the High
Court inter alia contesting the position taken and reliefs sought by AAL. As part of such respective replies,
inter alia, the Respondents and the Company had submitted before the High Court that: (a) AAL had made
partial monetary disbursals contemplated under the MoUs and thereafter failed to make further monetary
disbursals as contemplated within the MoUs; (b) possibility of AAL making the disbursal contemplated under
the MoUs at this stage does not arise, as AAL had already breached its investment obligations where time was
of essence and a delayed performance cannot be offered; (c) AAL is in breach of its obligation under the
MOUs and as such a breaching party cannot later demand specific enforcement; (d) while AAL had contended
before the SAT that it is entitled to issuance of equity shares in lieu of share application money deposited with
our Company (which has since been returned to AAL), it has taken an irreconcilable and mutually exclusive
stand before the High Court that it is entitled to be issued equity shares of our Company without complete
payment and simply against the part disbursals made under the MOUs; (e) the entire claim of AAL for 11%
of the equity share capital of our Company against disbursal made under the MOUs is baseless in view of
AAL’s breach of its disbursal obligations and in view of the entire funds disbursed by AAL to the Respondents
(as applicable) already being returned with applicable interest, amounting to % 65,16,78,612 to AAL. Such
amount has been retained by AAL till date, thus there is no question of seeking issuance of the equity shares
of our Company; (f) the entire legal proceeding initiated by AAL before the High Court is misconstrued and
without any jurisdiction, as it is a proceeding under the Arbitration and Conciliation Act 1996, however there
is no express arbitration agreement between the parties covering the disputes sought to be adjudicated; and (g)
without the existence of an express arbitration agreement, such Petition is not maintainable and merits to be
dismissed. In view of the above, the Respondents stated that AAL is not entitled to the reliefs mentioned in
the prayer clause of the Petition, and that the grant of interim measure of protection under Section 9 of the
Arbitration and Conciliation Act, 1996 was not maintainable in law. The High Court vide its order dated
August 23, 2021, disposed the Petition without granting any of the reliefs sought by AAL, on basis of a
statement on behalf of the Respondents before the High Court that the Respondents, being the current
promoters of our Company, will continue to hold majority shareholding in it and that they do not intend to
further encumber their shareholding in our Company in the next 90 days (“HC Lock- in Period”).
Subsequently, pursuant to applications filed by AAL before the High Court, the HC Lock- in Period was
extended by the High Court for a further period of eight weeks starting from the date of its order dated
November 22, 2021, and thereafter for a period of six weeks starting from the date of its order dated January
14, 2022.

Separately, AAL has also filed an arbitration petition before the High Court on September 13, 2021 against
the Respondents and our Company under Section 11 of the Arbitration and Conciliation Act, 1996 (“Section
11”) praying for the appointment of a sole arbitrator for adjudication of disputes among AAL, Respondent and
our Company. Under this petition, AAL has alleged that the arbitration clause as set out under MOU I is
applicable to MOU II. Pursuant to this petition, the High Court, vide its order dated January 31, 2022 (“2022
HC Order’), has appointed a sole arbitrator to adjudicate the dispute between AAL, the Respondents and our
Company, subject to provisions of the of the Arbitration and Conciliation Act, 1996. The said arbitrator has

44
20.

accepted and confirmed his appointment in terms of Arbitration and Conciliation Act, 1996, and accordingly,
the arbitration proceedings are ongoing. Further, with respect to 2022 HC Order, our Company has filed a
special leave petition before the Supreme Court of India on the grounds inter-alia, (i) our Company is not a
signatory to MOUs, (ii) there was no intention of the parties to bind Company to the arbitration clause set out
under MOU I, (iii) the principles basis which the ‘group of companies’ doctrine can be applied has not been
followed by the High Court, (iv) the MOUs do not represent a composite transaction, and (v) MOU II is not a
progression of MOU I. The matter is currently pending. For further details, see “Outstanding Litigation and
Other Material Developments” on page 466.

In addition, subsequent to filing of the Draft Red Herring Prospectus, AAL has filed multiple complaint letters
(“Letters”) with SEBI and our Company (with a copy to the BRLMs and the Registrar to the Issue) with respect
to the issues raised by them in the Petition and the Appeal. In such Letters, it has been alleged, inter alia, that
our Company suppressed material facts and the disclosures pertaining to such alleged facts in the Draft Red
Herring Prospectus were inadequate, thus requesting that the Draft Red Herring Prospectus be rejected by
SEBI. Our Company has responded to the Letters received till date, and clarified that, given the sub-judice
nature of the subject matter set out in these Letters, our Company is required to provide its responses only
before an appropriate judicial forum. Accordingly, there can be no assurance that AAL will cease: (i) re-
agitating a sub-judice subject matter outside of appropriate judicial forum; (ii) issuing letters to SEBI, our
Company, our Promoters, the BRLMs, the Registrar to the Issue, and/or a combination thereof; and (iii)
objecting to the Issue till conclusion of the litigation pending.

Such proceedings (including any additional complaints) may potentially consume additional time, attention
and financial resources of our Company. Further, as at this point of time liability of the same could not be
crystallized, any unfavourable decision in connection with such proceedings may not impact the capital
structure of our Company as our Company and our Promoters may consider providing alternate arrangements
to compensate AAL. For further details, see “Outstanding Litigation and Other Material Developments” on
page 466.

Non-compliance with and changes in, safety, health, environmental and labour laws and other applicable
regulations, may adversely affect our business, results of operations, financial condition and cash flows.

Our manufacturing processes involve manufacturing, storage and transportation of various hazardous
substances such as chemicals used in the solvent extraction and refining processes, primarily hexane, as well
as phosphoric acid. We are subject to laws and government regulations, including in relation to safety, health,
environmental protection and labour. These laws and regulations impose controls on air and water discharge,
noise levels, storage handling, employee exposure to hazardous substances and other aspects of our
manufacturing operations. Further, our products, including the process of manufacture, storage and
distribution of such products, are subject to numerous laws and regulations in relation to quality, safety and
health. We are required to obtain and maintain various regulatory approvals and registrations for our
operations, including consents from the local pollution control board in India to establish and operate
manufacturing facilities in India. There can be no assurance that these relevant authorities will issue such
permits or approvals, or renewals thereof, in the time frame anticipated by us. While we believe we currently
have all the permits and approvals required for operating our manufacturing facility, certain of these approvals
require to be renewed periodically, and we cannot assure you that we would be successful in renewing them
in a timely manner or at all. Recently, the Maharashtra Pollution Control Board, invoked our bank guarantee
for an amount of % 5,00,000 for the delayed installation of multiple effect evaporation at our Patalganga,
Maharashtra plant. There can be no assurance that similar invocation of our bank guarantees, levy of fines or
any further adverse action will not be taken against on our Company, for any delayed compliance in future.
We handle and use hazardous materials in our manufacturing activities and the improper handling or storage
of these materials could result in accidents, injure our personnel, property and damage the environment. We
try to prevent such hazards by training our personnel, conducting industrial hygiene assessments and
employing other safety measures. While there has been no past instance of non-compliance wherein
penalty/fine has been imposed with and changes in, safety, health, environmental and labour laws and other
applicable regulations since implementation of the Patanjali Resolution Plan on and from the Implementation
Date, being December 18, 2019, we cannot assure you that we will not experience accidents or any instance
of non-compliance in the future. Any accident at our facility may result in personal injury or loss of life,
substantial damage to or destruction of property and equipment resulting in the suspension of operations.

These laws, rules and regulations also prescribe for penalties in case of any violations, and such permits or
approvals may impose certain additional conditions on our Company. Further, laws and regulations may limit

45
21.

22.

the amount of hazardous and pollutant discharge that our manufacturing facility may release into the air and
water. The discharge of materials that are chemical in nature or of other hazardous substances into the air, soil
or water beyond these limits may cause us to be liable to regulatory bodies or third parties. Any of the
foregoing could subject us to litigation, which could lower our profits in the event we were found liable and
could also adversely affect our reputation. Additionally, the government or the relevant regulatory bodies may
require us to shut down our manufacturing plants, which in turn could lead to product shortages that delay or
prevent us from fulfilling our obligations to customers. In case of breach of, or non-compliance with such
conditions or registration requirements, we may incur additional costs and liabilities in relation to compliance
with these laws and regulations or any remedial measures in relation thereto and such permits or approvals
granted to our Company may be suspended, revoked or cancelled. These additional costs and liabilities could
be on account of penalties, fines, remedial measures and clean-up liabilities or due to compliance with more
onerous laws or regulations. Moreover, the laws and regulations under which we operate are subject to change
and any change to these laws and regulations could adversely affect our business, results of operations and
financial condition. For further details, see “Key Regulations and Policies” and “Government and Other
Approvals” on pages 249 and 480, respectively.

We are also subject to the laws and regulations governing employees, including in relation to minimum wage
and maximum working hours, overtime, working conditions, hiring and termination of employees, contract
labour and work permits. These laws and regulations have, however, become increasingly stringent and it is
possible that they will become significantly more stringent in the future. Except as otherwise disclosed, there
has been no past instance of non-compliance wherein penalty/fine has been imposed with and changes in,
safety, health, environmental and labour laws and other applicable regulations since the Implementation Date,
being December 18, 2019, we cannot assure you that we will not be found to be in non-compliance with, or
remain in compliance with all applicable environmental, health and safety and labour laws and regulations
or the terms and conditions of any consents or permits in the future or that such compliance will not result in
a curtailment of production or a material increase in the costs of production.

We have not been able to obtain certain records of the educational qualifications of a Director and have
relied on declarations and undertakings furnished by such individual for details of her profile included in
this Prospectus.

Our director, Gyan Sudha Misra (Independent Director), erstwhile justice of the Supreme Court of India,
erstwhile Chief Justice of the Jharkhand High Court and erstwhile justice of such High Court, has been unable
to trace documents pertaining to her educational qualifications. Accordingly, our Company and the BRLMs
have placed reliance on declarations and undertakings furnished by her and information disclosed on the
website of the Supreme Court of India to disclose details of her educational qualifications as part of this
Prospectus. There can be no assurance that our Director, Gyan Sudha Misra, will be able to trace documents
pertaining to her educational qualifications in the future or at all.

Certain of our intellectual property rights may not be adequately protected against third party
infringement.

We are the registered owners of 234 trademarks including our logo and tradename in various classes. We
cannot assure you that we will continue to have the uninterrupted use and enjoyment of these trademarks or
logos and our other intellectual property rights. Further, there can be no assurance that we will be granted the
registration for such trademarks and logos and until such registration any infringement of such mark may
adversely affect our business. Further, we may not be able to protect our intellectual property rights against
third party infringement and unauthorised use of our intellectual property including our brand on products
which are not manufactured by us and which are of inferior quality, and which may adversely affect our brand
value and consequently our business. The use of trade names or trademarks by third parties which are similar
to our trade names or trademarks may result in confusion among customers and loss of business. In addition,
any adverse experience of customers of such third-party products, or negative publicity attracted by such
third-party products could adversely affect our reputation and brand and business prospects.

We may also be susceptible to claims from third parties asserting infringement and other related claims
relating to trademarks and brands under which we sell our products such as an application filed by Suresh
Chandra Shahra under Section 9 of Arbitration and Conciliation Act, 1996 against our Company, and its
erstwhile promoters, Dinesh Chandra Shahra and Kailash Chandra Shahra, before the Additional District
Judge, Indore, prior to the implementation of the Patanjali Resolution Plan. For details, see “Outstanding
Litigation and Other Material Development” on page 466. Any such claim could adversely affect our

46
relationship with existing or potential customers, result in costly litigation and divert management’s attention
and resources. An adverse ruling arising out of any intellectual property dispute could subject us to liability
for damages and could adversely affect our business, results of operations and financial condition.

23, Any increase in or realization of our contingent liabilities could have a material adverse effect on our
business, results of operations and financial condition

The details of our contingent liabilities that have not been provided for as at the six months period ended
September 30, 2021, March 31, 2021 and March 31, 2020 and March 31, 2019 are set forth in the table below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in @ lakhs
Asat
‘ sob otis As at Asat As at
Contingent Ulabiisies ee 3 | March 31, 2021 [March 31, 2020 [March 31, 2019
(a) Claims against the Company -# + 3,095.15.
not acknowledged as debts (to
the extent quantified)
(b) Guarantees
(i) Outstanding bank 7,128.78 8,340.67 3,468.70 1,866.72
Guarantees
(ii) Outstanding corporate
guarantees given on behalf
of
- Indian Associate - af ae 3,726.00
(c) Other Money for which
Company is  Contingently
liable
(i) Disputed Demand:
1. Excise Duty ae at ES 8,811.87
2. Service Tax # + # 1,542.36
3. Customs Duty # ae at 18,429.42
4. Income tax # # # 3,093.16
5. Other Acts -# -# # 29.37
6. Sales Tax of By + 83,456.94

 

 

 

 

 

 

 

#As per approved resolution plan, the contingent liabilities and commitments, claims and obligations, stand extinguished and accordingly
no outflow of economic benefits is expected in respect thereof. The Resolution plan, among other matters provide that upon the approval
of this Resolution Plan by the National Company Law Tribunal (NCLT) and settlement and receipt of the payment towards the IRP Costs
and by the creditors in terms of this plan, all the liabilities demands, damages, penalties, loss, claims of any nature whatsoever (whether
admitted/verified/submitted/rejected or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown,
disputed or undisputed, present or future) including any liabilities, losses, penalties or damages arising out of non-compliances, to which
the Company is or may be subject to and which pertains to the period on or before the Effective Date (i.e. September 06, 2019) and are
remaining as on that date shall stand extinguished, abated and settled in perpetuity without any further act or deed. The Resolution plan
further provides that implementation of resolution plan will not affect the rights of the Company to recover any amount due to the
Company and there shall be no set off of any such amount recoverable by the Company against any liability discharged or extinguished.
As note given above, the following are also not considered as contingent liabilities as on September 30, 2021, March 31, 2021 and March
31, 2020:-

ii) (@) Deputy State Tax Commissioner Corporate, Rajkot, Gujarat, during inspection under Gujarat Value Added Tax Act-2003 alleged
that dealers from whom purchases were made by the Company during FY 2013-2014 to 2017-2018 have not paid tax to government
treasury in its Order dated September 26, 2013 and due to that input credit claimed by the Company is not eligible. It is also alleged that
the Company has not done transactions on market price. Therefore, provisional demand of @ 16,207.77/- Lakh of Tax and % 24,311.66/~
Lakh of penalty aggregating to @ 40,519.43/- Lakh have been made against the Company and impounded Company's plants at Kandla
which include Refinery, Oleochem and Guargum Division. The Company has made submissions including stay application on October
13, 2013 and following up the matter with the appropriate authorities. The Company, based on merits of the case, does not expect material
liability on this account hence no provision has been made in the books of accounts for the year ended March 31, 2018.

() Deputy State Tax Commissioner Corporate, Rajkot, Gujarat, during inspection under Gujarat Value Added Tax Act-2003 alleged that
dealers from whom purchases were made by the Company during FY 2013-2014 to 2017-2018 have not paid tax to government treasury
in its Order dated September 26, 2013 and due to that input credit claimed by the Company is not eligible. It is also alleged that the
Company has not done transactions on market price. Therefore, demand of & 13,441.18/- Lakh of Tax and ® 28,835.63/- Lakh of penalty
aggregating to % 43,276.81/- Lakh have been made against the Company and Company's plants at Kandla which include Refinery,
Oleochem and Guargum Division has been impounded. The Company has made submissions including stay application on October 13,
2013 and following up the matter with the appropriate authorities. The Company, based on merits of the case, does not expect material

47
24,

25.

liability on this account hence no provision has been made in the books of accounts. Furthermore, Gujarat High Court passed an order
in this matter pursuant whereby the retrospective cancellation of registration has stayed and the matter is remanded to Tribunal for
further hearing, which is pending.

(iii) During an earlier year i.e. on January 3, 2012, the Company had received claims amounting to US$ 6,62,67,857.31 (to the extent
quantified) from two overseas entities (claimants) in respect of performance guarantees purportedly given by the Company as a second
guarantor on behalf of an overseas entity in respect of contracts entered into between the claimants and the overseas entity having
jurisdiction in the southern district of New York. The Company denies giving the guarantees and has disputed the claims and is has taken
appropriate legal actions and making suitable representations in the matter. The Company does not expect that any amount will become
payable in respect of the claims made. No provision is made in respect of the same in the books of account.

(iv) In relation to trading in Castor seed contracts on National Commodity and Derivative Exchange Limited (“NCDEX”), pending
investigation by SEBI, amount of liability, if any, cannot be ascertained at this stage.

(v) The Competition Commission of India has issued a notice under section 36(2) read with section 41(2) of The Competition Act, 2002
(the Act) into alleged violations of the said Act. The Company has made representation in the matter from time to time. Later an
investigation by Director General was initiated under section 26(1) of the Act. The hearing was completed on June 28, 2016 and
Competition Commission of India had passed an order clearly stating that there was no contravention of the provisions of the Act.
Agagrieved by the same, the other party filed the writ petition in High Court of Delhi on April 25, 2017 challenging the order of the
Competition Commission of India. The final order of the High Court is awaited. Pending receipt of the order, liability, if any, that may
arise in this regard cannot be ascertained at this stage.

(vi) The Honourable Supreme Court, has passed a decision on February 28, 2019 in relation to inclusion of certain allowances within
the scope of “Basic wages” for the purpose of determining contribution to provident fund under the Employees Provident Funds &
Miscellaneous Provisions Act, 1952. The Company is awaiting further clarifications in this matter in order to reasonably assess the
impact on its financial statements, if any. Accordingly, the applicability of the judgement to the Company, with respect to the period and
the nature of allowances to be covered, and resultant impact on the past provident fund liability, cannot be reasonably ascertained, at
present.

 

 

 

 

 

 

 

 

 

 

 

 

 

2 in Lakh
Ast As at As at As at
March 31. March 31 March 31
September30, p i
2021 2021 2020 2019
(vii) EPCG Licenses benefit in event of default of # a ¥ 5.58
Export Obligation
B. Commitments
4) Estimated amount of contracts remaining
to be executed on capital account and 513.77 356.50 124.70 145.98
not provided for (Net of advances)
b)Other Commitments
Export Obligations in relation to EPCG Benefits # # # 716.49

 

There can be no assurance that we will not incur similar or increased levels of contingent liabilities in the
current fiscal year or in the future. In the event that the level of contingent liabilities increases, it could have
a material adverse effect on our business, results of operations and financial condition. If any of our contingent
liabilities materialise, our business, results of operations and financial condition could be adversely affected.
For further details, see “Restated Financial Statements — Note 33” on page 377.

Any sale of Equity Shares of the Company by our Promoters in order to comply with the minimum public
shareholding requirements prescribed under the SCRR may adversely affect the trading price of our
Equity Shares.

As of December 31, 2021, our Promoters hold 98.90% shareholding in the Company and remaining 1.10%
equity shares form part of the public shareholding in the Company. Our Company is required to increase its
public shareholding so that it can achieve the minimum public shareholding in compliance with the
requirements of rule 19A of SCRR. Any future equity issuances by our Company including in a primary
offering or pursuant to a secondary sale by the Promoters of our Company or any perception of investors in
relation to such potential issuance or sale may lead to dilution of shareholding of the Allottees in our
Company or adverse effect on the trading price of our Equity Shares. There can be no assurance that any
future issuance of Equity Shares by the Company or sale of Equity Shares by the Promoters would be at a
price higher than the price at which Equity Shares may be issued pursuant to this Issue or will not adversely
affect the trading price of our Equity Shares.

Under-utilization of our manufacturing capacities and an inability to effectively utilize our
manufacturing capacities could have an adverse effect on our business and results of operations.

48
26.

27.

We have 23 processing plants (of which 17 are operational processing plants) as on the date of the
Prospectus. The success of our manufacturing activities depends on, among other things, optimal utilization
of our manufacturing capacity, the continued functioning of our manufacturing processes and machinery,
the productivity of our workforce and compliance with regulatory requirements. For details regarding the
utilization rates for each of our inland oilseed crushing and refining plants for the periods indicated, based
on actual production as a percentage of installed capacity. For further detail, see “Our Business” on page
183.

Our revenues and profits are dependent on our ability to optimise and maximise our capacity utilisation. In
the event of non-materialization of our estimates and expected order flow for our products and/ or failure of
optimum utilization of our capacities, due to factors including adverse economic scenario, change in demand
or for any other reason, our capacities may not be fully utilized thereby impairing our ability to fully absorb
our fixed cost and benefit from economies of scale and which could adversely impact our financial
performance.

The examination report on our Restated Financial Statements contains certain qualifications.

The examination report on our Restated Financial Statements contains certain qualifications and matters of
emphasis which require adjustments to the Restated Financial Statements. Such qualifications are reproduced
below:

“Modified opinion during the year ended March 31, 2019:-

The audit reports on the Restated Financial Statements for the year ended March 31, 2019 issued by the
Statutory Auditor were modified and included the following matter that gave rise to modifications:

“The Company was having refund receivable, as on March 31, 2019, amounting to Rs. 4,259.12 Lakh in
respect of financial year 2009-2010 to 2013-14 for Daloda and Gadarwara unit towards investment
promotional assistance equivalent to 75% of taxes (Commercial Tax / VAT and Central Sales Tax) paid by
the Company as per exemption granted in the industrial promotion policy of Madhya Pradesh. However,
Madhya Pradesh Trade and Investment Facilitation Corporation, Bhopal rejected the claim and accordingly,
appeal was made to the Hon'ble High Court of Madhya Pradesh. During the year ended March 31, 2019,
Hon'ble High Court of Madhya Pradesh, Indore bench, rejected the Company’s claim vide order dated May
16, 2018. Subsequently, the Company has filed special leave petition before Hon'ble Supreme Court of India
for refund of the amount, which has been admitted on August 29, 2018. No provision for impairment during
the year ended March 31 2019 was considered against the aforesaid receivable till the decision of the Hon'ble
Supreme Court in this matter. The Company made provision for said impairment during the year ended
March 31, 2020 which has now been considered in year ended March 31, 2019 and reversal of said provision
has been made in year ended March 31, 2020.”

Further, the Restated Financial Statements for the Fiscals prior to implementation of the Patanjali Resolution
Plan contain (i) certain audit qualifications which do not require any corrective adjustment in the Restated
Financial Statements for the year ended March 31, 2019 and (ii) other audit qualifications included in the
annexure to the auditor’s report issued under the Companies (Auditor's Report) Order, 2016, which do not
require any corrective adjustment in the Restated Financial Statements. For details, see the section titled
“Restated Financial Statements —Note 49” on page 404. There are no other corrective adjustments which have
adverse impact on the financials of the Company.

There is no assurance that our auditors’ reports for any future fiscal periods will not contain qualifications or
matters of emphasis or that such matters of emphasis will not require any adjustment in our financial
statements for such future periods or otherwise affect our results of operations and financial condition in such
future fiscal periods. For further details, see “Management's Discussion and Analysis of Financial Condition
and Results of Operations” on page 413.

Our Company is named as a party in certain legal proceedings initiated by third parties against our
Company, prior to implementation of the Patanjali Resolution Plan. Our name may not be deleted from
such proceedings and the concerned court or authority may pass an order adverse to us in any such
litigation.

49
Our Company is named as a party in certain legal proceedings initiated by third parties against our Company
in the ordinary course of its business, prior to implementation of the Patanjali Resolution Plan. However, in
accordance with the Patanjali Resolution Plan as approved by the NCLT, vide its order dated July 24, 2019,
read with its order dated September 4, 2019, issued under Section 31 of the IBC, all litigation, investigations,
enquiries, proceedings, causes of action, claims, disputes or other judicial and regulatory proceedings against
our Company, pending or threatened, present or future, in relation to any period on or before the effective
date set out there in shall stand settled at ‘Nil’ value as against any amount, determined to be paid by the
Company and all liabilities in relation thereto shall be written off in full against a ‘Nil’ value. Our Company
is in the process of making the necessary applications with the relevant authorities stating that it was neither
a necessary nor a proper party in such legal proceedings, and accordingly requested for deletion of the name
of our Company from these legal proceedings. For further details refer “Outstanding Litigation and Material
Developments” on page 466.

We cannot assure you that our name will be deleted from such proceedings, or the concerned court will not
pass an order adverse to us in any such litigation or we will not continue receiving notices from the regulatory
agencies which will distract attention of our management and employees and increase our expenses.

28. Exchange rate fluctuations and fluctuations in agricultural commodities prices may adversely affect our
results of operations.

Our financial statements are prepared in Indian Rupees. However, our sales from exports and a portion of our
raw materials expenditures are denominated in foreign currencies, mostly in the U.S. dollars and Euro. For
the six months period ended September 30, 2021, Fiscal 2021, Fiscal 2020 and Fiscal 2019, our revenue from
exports was 2 12,270.59 lakhs, = 40,498.44 lakhs, = 24,136.84 lakhs and 2% 46,372.64 lakhs respectively.
Therefore, changes in the relevant exchange rates could also affect sales, operating results and assets and
liabilities reported in Indian Rupees as part of our financial statements. While we hedge portion of the
resulting net foreign exchange position, we are still affected by fluctuations in exchange rates among the U.S.
dollar and Euro and the Indian Rupee and we cannot assure you whether hedging or other risk management
strategies will be effective.

In the six months period ended September 30, 2021, Fiscal 2021, Fiscal 2020 and Fiscal 2019, our Company
had imported 42.00%, 30.00%, 28.19% and 26.22% respectively of the raw material, which is denominated
in foreign currencies. Therefore, we have high exposure to foreign currency risks in respect of our non-Indian
Rupee-denominated trade and other receivables, trade payables, and cash and cash equivalents. An
appreciation of the Rupee decreases the Rupee amount of revenue from sales made in foreign currency. A
depreciation of the Rupee would result in an increase in the prices of our imported raw materials and any
such increase may have an adverse effect on our financial condition, cash flows and results of operation.

Further the price of raw materials that we import is generally linked to the price to traded price on commodity
exchange linked to the country/region of export but the prices in India are linked to the traded price on Indian
commodity exchanges such as NCDEX/MCX. There can be difference in commodity prices at domestic and
international exchanges as the factors affecting the prices on each exchange are different and also due to
exchange rate fluctuation. We hedge our exposure of imported item by entering into contact on Indian
commodity exchanges, however, the price movement may not be identical in both the exchanges and hence
we remain susceptible on losses on such hedging contracts. Further, we may not be able to hedge all of our
exposure as the availability of hedge is dependent upon number of factors including open interest, single
client limits etc. Although we try to pass on the movement in price of raw materials to our customers, however
we may not be able to do it all the time as we fix prices of our fixed products keeping in mind numbers of
factors including our manufacturing cost, price of products prevailing on commodity exchanges, pricing
behaviour of our competitors etc.

While the Company is exposed to fluctuations in agricultural commodities prices, its policy is to minimise its
risks arising from such fluctuations by hedging its sales either through direct purchases of a similar
commodity or through futures contracts on the commodity exchanges. In the course of hedging its sales either
through direct purchases or through futures, the Company may also be exposed to the inherent risk associated
with trading activities conducted by its personnel. Our Company has in place a commodity price risk
management policy to manage such risk exposure and to reduce adverse impact of foreign exchange
fluctuation. For details in respect of our risk management policy, see “Our Business — Risk Management” on
page 245. Further the Company does not indulge in any speculative positions, trading etc in currency and
commodities. Fluctuations in the value of the Indian Rupee against foreign currencies, to extent that it is not

50
29.

30.

31.

hedged, would result in gains or losses, which in the case of losses could have a material adverse effect on
our business, financial condition, cash flows and results of operations. In addition, the policies of the RBI
may also change from time to time, which may limit our ability to effectively hedge our foreign currency
exposures and may adversely affect our reported revenues and financial results. We cannot guarantee that we
will not experience foreign exchange losses going forward and that such losses will not adversely affect our
business, financial condition, cash flows or results of operations.

We require sizeable amounts of working capital for our continued operation and growth. Our inability to
meet our future working capital requirements could have a material adverse effect on our business, results
of operations and financial condition.

Our business requires working capital for day-to-day operations, procurement of raw materials and
production. In addition, certain purchase orders may require a considerable increase in materials and
production costs. The credit period given to customers may be considerable and customers may not be
invoiced for products until the time of product delivery or after product delivery and, in some cases, the
customer may not pay our invoices on time or at all.

Further, our working capital requirements are likely to increase owing to additional businesses such as
biscuits, cookies, rusks, noodles, breakfast cereal and nutraceuticals. There may be circumstances where
funds available with us may not be sufficient to fulfil our business commitments, and we may need to incur
additional indebtedness, or utilize internal accruals to satisfy our working capital needs. Our future success
depends on our ability to continue to secure and successfully manage sufficient amounts of working capital.
The actual amount of our future capital requirements may differ from estimates as a result of, among other
factors, unanticipated expenses, regulatory changes, economic conditions, technological changes and
additional market developments.

We have met our working capital requirements from loans which as of December 31, 2021 has a total
sanctioned fund based working capital facilities of = 80,000 lakhs, COVID-19 fund based facility = 8,000
lakhs and cash generated from our operations. During financial year 2020-21, on the basis of outstanding
fund based working capital facilities and COVID-19 fund-based facility, our peak and non-peak working
capital requirement was 74,185.48 lakhs on December 31, 2020 and % 43,246.78 lakhs on November 30,
2020, respectively. Further, we intend to use the Issue Proceeds in part for working capital requirements. For
details see, “Objects of the Issue” on page 105. Our inability to meet our working capital requirements cash
from our operations, or the proceeds of the Issue, as the case may be, could have a material adverse effect on
our business, results of operations and financial condition.

Some of our products are subject to seasonal variations and as a result, our quarterly results of operations
may fluctuate.

As soybean and other oilseeds are seasonal crops, our utilization rates of the same vary significantly
throughout the year. We typically process a substantial quantity of soybean between October to April, with
the peak months being from mid-October to mid-April. Our utilization rates are typically significantly lower
between May and September. Each of our oilseed crushing plants is shut down for a total of approximately
30 days a year for maintenance during the off season, typically from August to September.

Asa result of these seasonal fluctuations, our sales and operational results for the seasonal product categories
in different quarters within a single fiscal year vary and sales and operational results may not be relied upon
as indicators of sales or operational results of other fiscal quarters or of our future performance. Our inability
to manage seasonal variations effectively may have an adverse effect on our business and financial condition.

We operate in a competitive environment and may not be able to effectively compete which could have a
material adverse effect on our business, results of operations and financial condition.

We operate in the branded edible oil, soya food products, oleochemicals, biscuits, cookies, rusks, noodles and
breakfast cereals segment and have recently forayed into nutraceuticals business and face significant
competition from Indian as well as international brands. Competitive factors in our industry segment include
product quality, taste, price, brand awareness amongst consumers, advertising and promotion, innovation of
products, variety, nutritional content, access to supermarket shelf space, brand recognition and loyalty for our
products and product packaging.

51
32,

33.

We compete against a number of multinational manufacturers and marketers, some of which are larger and
have substantially greater resources than us, and which may therefore have the ability to spend more
aggressively on advertising and marketing and have more flexibility to respond to changing business and
economic conditions than us. Furthermore, manufacturers that do not currently compete with us could expand
their product portfolios to include products that would compete directly with ours.

Some of our competitors have been in their respective businesses longer than us and may accordingly have
substantially greater financial resources, wider distribution tie-ups, larger product portfolio, greater
production efficiencies, technology, research and development capability, and greater market penetration.
They may also have the ability to spend more aggressively on marketing and distribution initiatives and may
have more flexibility to respond to changing business and economic conditions than we do. Some of our
international competitors may be able to capitalise on their overseas experience to compete in the Indian
market better than us.

Our ability to compete largely depends upon our direct marketing initiatives, promotional tie ups, and prices
of our products, quality and taste of our products, increasing our exports base, as well as leveraging and
engaging through our distribution network. We cannot assure you that our current or potential competitors
will not provide products comparable or superior to those we provide or adapt more quickly than we do to
evolving industry trends, changing consumer preferences or changing market requirements, at prices equal to
or lower than those of our products. Increased competition may result in our inability to differentiate our
products from those of our competitors, which may lead to loss of market share. Accordingly, our failure to
compete effectively with our competitors may have an adverse impact on our business, financial condition
and results of operations.

Our ability to pay dividends in the future will depend on a number of factors, including our profit after tax
for the fiscal year, our capital requirements, our financial condition, our cash flows and applicable taxes,
including dividend distribution tax payable by us.

 

We have not paid any dividends in the last three Fiscals. Our ability to pay dividends in the future will depend
on a number of factors, including our profit after tax for the fiscal year, our capital requirements, our financial
condition, our cash flows and applicable taxes, including dividend distribution tax payable by us. Any future
determination as to the declaration and payment of dividends will be at the discretion of our Board and
subsequent approval of Shareholders and will depend on factors that our Board and Shareholders deem
relevant. We may decide to retain all our earnings to finance the development and expansion of our business
and, therefore, may not declare dividends on our Equity Shares. We cannot assure you that we will be able to
pay dividends in the future.

We are subject to business risks inherent to the oil palm industry that may adversely affect our business

We are subject to business risks inherent to the oil palm industry that may adversely affect our business. We
are subject to risks inherent to the oil palm industry, including, but not limited to, outbreaks of diseases,
damage from pests, fire or other natural disasters, unscheduled interruptions in fresh fruit bunch processing,
spills from product carriers or storage tanks and adverse climate conditions. Adverse climate conditions, for
example, could lead to decreased fresh fruit bunch yields or diminished product quality. Oil palm business is
also subject to a long gestation period of fresh fruit bunch harvesting in India, which adversely affects the
predictability of our operations. Further, we are subject to the risk of spoilage, because we typically obtain
the best results if we process the fresh fruit bunches within 48 hours of harvesting. We have four processing
mills across Andhra Pradesh which are located in close proximity to regions with high concentrations of oil
palm farms. We also have obligations pursuant to memoranda of understanding that we enter into with state
governments for each of our allotted districts. Under such memoranda of understanding we have no control
over the price at which we are required to purchase the FFB. We are required to purchase harvested FFBs at
a price using a pre-determined formula, typically fixed by a committee formed by the state government. The
terms of these memoranda of understanding do not allow us to withdraw from our obligations under any
circumstances. Further, we are also required to replace the planting material and compensate the farmers for
loss in weightage of FFBs even when such loss occurs due to no fault of ours. Our ability to mitigate these
risks depends on various factors, including our ability to keep abreast of the latest technologies related to
planting materials, disease prevention and oil palm operations, quality of extension work done with farmers
by our field team and other developments in the industry, as well as our ability to effectively implement
strategies for farmer education. We cannot assure you that we will be able to successfully mitigate the various

52
34,

35.

risks of the oil palm industry or that we will be successful in implementing our strategies to grow our oil palm
business.

Fluctuations in the price of crude palm oil and other oil palm products could adversely affect our business
and results of operations.

The results of operations of our oil palm business depend heavily on the price of crude palm oil and oil palm
products. Crude palm oil prices are subject to a high degree of volatility and cyclicality, and are affected by,
among other things: (i) the prices of crude oil and biofuels; (ii) the supply of and demand for crude palm oil
and other oil palm products and substitute oils, particularly soy oil; (iii) global production levels and physical
stocks of crude palm oil and other vegetable oils, which are affected principally by global weather conditions,
the total area of land under cultivation, and the supply of and demand for suitable oil palm farm land; (iv)
global consumption levels of crude palm oil and other vegetable oils; and (v) import and export duties and
other taxes and regulations related to crude palm oil, fresh fruit bunches and other vegetable oils. Further, in
the event of a significant and prolonged reduction in the prices for crude palm oil and palm-oil based products,
farmers may uproot their oil palm crops, which could adversely affect our business and results of operations.
The palm oil price trends for the period January 2015 to April 2021 is as below:

Crude Palm Oil Futures — INR per Metric Ton

120000
110000
100000 ~
90000
80000
70000 -

  
 

 

60000

50000 ~

40000

30000 T
MnHReESRRRBOHRDADSOOH
gadget ag eae te sag ge a
tee e ae seee Ewe esd
BSEBR78 €27 8 S$SSZ8 SEZ

Source: Technopak Report

Further, in the event of a significant and prolonged reduction in the prices for crude palm oil and palm-oil

based products, farmers may uproot their oil palm crops, which could adversely affect our business and results
of operations.

Our failure to protect confidential information like our product recipes, formulations, pricing or launch
information could adversely affect our competitive position.

We intend to keep the recipes and formulations of our products confidential. We also keep information in
relation to our proposed pricing of any new product, any proposed variation in price or launch of any new
product confidential. Any failure to protect such confidential information due to leakage of information may
impact our competitive position in our product segment. The appointment letters issued to our employees
who use our recipes to manufacture our products such as biscuits, cookies, rusks, noodles, breakfast cereals
and nutraceuticals, require that all information made known to them be kept strictly confidential. Although
we attempt to protect our trade secrets, the appointment letters may not effectively prevent disclosure of our
proprietary information and may not provide any adequate remedy in the event of unauthorised disclosure of
such information to our competitors. Although, since the Implementation Date, being December 18, 2019,
there has been no instance of confidential information being leaked, such events may adversely affect our
competitive position.

53
36.

37,

38.

There have been certain lapses in compliance with the provisions of the Companies Act and SEBI Listing
Regulations in the past.

There have been certain instances of lapses in compliances by our Company with applicable provisions of
the Companies Act and rules made thereunder and the SEBI Listing Regulations. For instance, our Company
did not make prior intimation about a Board meeting for issue of equity shares on preferential basis in January
2020. Our Company paid a penalty of = 11,800 to BSE and NSE each in relation to the same. Further, prior
to implementation of the Patanjali Resolution Plan, there was delay in submission of the financial results for
the quarter ended June 30, 2019 and the annual report by our Company within the time period prescribed
under the SEBI Listing Regulations. Our Company paid a penalty of 2 1,53,400 each to BSE and NSE for the
delay in submission of financial results and = 73,160 to BSE and 2 80,240 to NSE in relation to the delay in
submission of the annual report. Our Company did not file a Form PAS-3 on time for allotment of certain
equity shares and cumulative non-convertible redeemable preference shares which were allotted in the
meeting of monitoring agent held on December 18, 2019 and which was filed on February 4, 2021 with an
additional fee of = 7,200. Further our Company filed Form PAS-3 in respect of certain 9% unsecured
cumulative non-convertible debentures which were allotted in the meeting of the monitoring agent held on
December 18, 2019 subsequent to the closure of financial year. Additionally, certain form DIR 12 filed with
RoC for appointment and change in directorship of a Director of our Company were not in due compliance
with provisions of the Companies Act.

We cannot assure you that no adverse action would be taken against us in future in relation to any non-
compliances of the applicable law. Any such disciplinary action may result in, inter alia, application of fines
or penalties which could impact our reputation, financial condition and results of operations.

Our Company was incorporated in the year 1986 and our Company was acquired by the current Promoters
and Management on and from the Implementation Date, being December 18, 2019, certain corporate
records are not traceable.

Our Company has not been able to trace certain corporate record and records of certain forms that were
required to be filed by our Company with the RoC in the past. Given that our Company was acquired by the
Promoters and current management pursuant to culmination of CIRP and implementation of the Patanjali
Resolution Plan on the Implementation Date, being December 18, 2019, our Promoters have primarily placed
reliance on the information memorandum provided by the resolution professional in terms of IBC during the
CIRP for ascertaining our Company’s historic corporate and financial information prior to acquisition by our
current Promoters and our current management. There can be no assurance that our Promoters are entirely
versed with our historic operations. For instance, we are unable to trace Form 2 filed in respect of certain
return of allotment as the same are not available in the records of our Company. Although, none of the
untraceable corporate records are material to our Company’s business operations, we cannot assure you that
the abovementioned forms will be available in the future.

We also cannot assure you that the statutory authorities will not impose any penalty and if imposed that such
penalty will not have an adverse effect on our business and result of operations. In light of above, disclosures
included in this Prospectus are largely based on reliance on alternative corporate records and documents such
as minutes book and annual reports filed with the RoC and certifications, and we cannot assure that the
information gathered through other alternative available documents are accurate.

Our Promoters namely Acharya Balkrishna and Ram Bharat and directors of one of our Promoter,
Patanjali Ayurved Limited have provided personal guarantees and certain of our Promoters have given a
letter of comfort, for loans availed by us. In event of default on the debt obligations, the personal
guarantees and letter of comfort may be invoked thereby adversely affecting our Promoters ability to
manage the affairs of our Company and consequently this may impact our business, prospects, financial
condition and results of operations.

Our Company has availed loans in the ordinary course of business for the purposes including working capital,
term loan and COVID-19 emergency credit facility. Our Promoters namely Acharya Balkrishna, Ram Bharat
and directors of one of our Promoter namely, Patanjali Ayurved Limited, have provided personal guarantees
and certain of our Promoters have given a letter of comfort for term loan amounting to %2,40,000.00 lakhs, a
working capital facility amounting to 780,000.00 lakhs and an COVID-19 emergency credit line amount to
28,000.00 lakhs obtained by our Company, for details please see “Financial Indebtedness” on page 459. In
the event of default on the loans, the guarantees may be invoked by our lenders or called upon to make

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payment under the letter of comfort thereby adversely affecting our Promoters’ ability to manage the affairs
of our Company and this, in turn, could adversely affect our business, prospects, financial condition and
results of operations. Further, if any of these guarantees or letter of comfort are revoked by our Promoters,
our lenders may require alternate securities or guarantees and may seek early repayment or terminate such
facilities. Any such event could adversely affect our financial condition and results of operations.

We could be adversely affected by negative publicity regarding our products.

Our business is significantly dependent on the strength of our key brands such as, ‘Nutrela’, ‘Mahakosh’,
“Sunrich’, ‘Ruchi Gold’ and ‘Ruchi No. 1’, ‘Ruchi Star’, ‘Soyumm’, ‘Tulsi’, ‘Bakefat’, ‘Avanti’, and brand
‘Patanjali’ which has been licensed to us for certain products by Patanjali Ayurved Limited and reputation,
as well as market perception regarding our operations. Any negative incidents or adverse publicity could
rapidly erode customer trust and confidence in us, particularly if such incidents receive widespread adverse
mainstream and social media publicity or attract regulatory investigations or litigation. The sale of food items
for human consumption involves the risk of injury or illness to consumers. Such injuries or illnesses may
result from food tampering or product contamination or spoilage. Under certain circumstances, we may be
forced to withdraw our products, which may have an adverse effect on our business. Further, if the
consumption of any of our products causes, or is alleged to have caused, a health-related illness, we may
become subject to negative publicity, claims or litigation proceedings relating to such matters. Even if such
a claim or litigation proceeding is unsuccessful, the negative publicity surrounding any such assertion could
adversely affect our reputation with existing and potential distributors, retailers, and consumers. In particular
any adverse media coverage regarding the raw materials used in our products or in relation to our failure to
materially comply with health and safety standards, irrespective of the validity of such claims, could have an
adverse effect on the reputation of our brand or any of our product names, and may result in a reduction of
our sales or the discontinuation of one or more of our products. If consumers do not perceive our products to
be of high quality, then the value of our brand would be diminished.

Any loss of confidence on the part of consumers in the raw materials used in our products or in the safety and
quality of our products would be difficult and costly to overcome. Moreover, such claims or liabilities might
not be covered by insurance or by any rights of indemnity or contribution that we may have against others. A
judgment against us or market withdrawal could have an adverse effect on our business, reputation and
operating results. Although we seek to implement high safety standards and ensure compliance with all
regulatory standards, we cannot assure you that our operational controls and employee training will be
effective in preventing food-borne illnesses, food tampering and other food safety issues in relation to our
products. Any actual or alleged contamination or deterioration of our nutraceutical and wellness products,
whether deliberate or accidental, could result in legal liability, damage to our reputation and may adversely
affect our business prospects and consequently our financial performance.

We also may not be able to control any negative publicity on our products due to any negative publicity on
other ‘Patanjali’ products that do not form part of our product portfolio. Presently, we sell some products that
are cobranded with “Patanjali” pursuant to the brand license agreements entered into with Patanjali Ayurved
Limited. For further details, see “History and Certain Corporate Matters — Other material agreements.” on
page 262. In case the Patanjali brand faces negative publicity on account of the products manufactured by
them, it may result in negative publicity for our products that are cobranded with “Patanjali” which may have
an adverse effect on our business, financial condition and results of operations.

Furthermore, as we employ third-party distributors to transport our products, from our manufacturing
facilities to the retail stores, our super stockists, distributors or our warehouses and we cannot monitor the
goods ourselves while they are being transported, our products could be subject to food-borne illnesses or
food tampering during transport. Food-borne illness or food tampering incidents could be caused by the
consumers, employees or raw material suppliers and distributors and, therefore, could be beyond our control.
Any publicity relating to health concerns or the perceived or specific outbreaks of food-borne illnesses, food
tampering or other food safety issues attributed to our manufacturing facilities could result in a significant
decrease in sales and could have an adverse effect on our reputation, business, results of operations and
financial condition.

The success of our business depends on our management team and key operational workforce. Our
inability to retain them could adversely affect our businesses.

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Our future success depends on the continued services and performance of the members of our management
team and other key employees, strong promoter pedigree and experienced promoter. We cannot assure that
we will be able to retain our existing senior management or attract and retain new senior management in the
future. Any loss of the services of key persons in the organisation could impair our ability to continue to
manage and expand our business. Further, the loss of any other member of our senior management or other
key personnel may adversely affect our business and results of operations. We do not maintain ‘key man’ life
insurance for senior members of our management team or other key personnel.

The success of our business will also depend on our ability to identify, attract, hire, train, retain and motivate
skilled personnel in accordance with the requirement of our business. We cannot assure you that we will be
successful in recruiting including a diverse pool of talent from different industries and retaining a sufficient
number of personnel with the requisite skills to replace those personnel who may disassociate with our
Company. If we fail to hire and retain sufficient numbers of qualified personnel for functions such as
manufacturing, technical, finance, marketing, sales and operations, our business, results of operations and
financial condition could be adversely affected. Further, we cannot assure you that we will be able to re deploy
and re-train our personnel to keep pace with continuing changes in our business and in the industry in which
we operate.

Our inability to expand or effectively manage our growing super stockists and distribution network or any
disruptions in our supply or distribution infrastructure or termination of our distributor agreement with
Patanjali Ayurved Limited may have an adverse effect on our business, financial condition and results of
operations.

We rely largely on third party distributors and super stockists to sell our products to retailers who place our
products in the market. As on March 31, 2021, our distribution network for our products included around
4,763 distributors supplying to wide range of customers through 4,57,788 retail outlets. We also have entered
into a distributor agreement with one of our Promoters, Patanjali Ayurved Limited to distribute our
Company’s products through its extensive pan India network of around 3,409 Patanjali distributors, 3,326
arogya kendras, 1,301 Patanjali chikatsalya, 273 Patanjali mega stores, 126 Patanjali super distributors
including such additional stores and distributor which will be opened by Patanjali Ayurved Limited from time
to time. Such, 126 Patanjali super distributors and 3,409 Patanjali distributors provide access to 5,45,849
customer touch points including approximately 47,316 pharmacies, chemist and medical stores, as of March
31, 2021. Our ability to expand and grow our product reach significantly depends on our ability to influence
the market that we cater to and effective management of our distribution network. We continuously seek to
increase the penetration of our products by appointing new super stockists to ensure wide distribution network
targeted at different consumer groups and regions. We cannot assure you that we will be able to successfully
identify or appoint new super stockists or effectively manage our existing distribution network. We may not
be able to compete successfully against larger and better-funded distribution networks of some of our current
or future competitors, especially if these competitors provide their distributors and super stockists with more
favourable arrangements. If the terms offered to such super stockists by our competitors are more favourable
than those offered by us, super stockists may decline to distribute our products and terminate their
arrangements with us.

We cannot assure you that we will not lose any of our super stockists or distributors to our competitors, which
could cause us to lose some or all of our favourable arrangements with such super stockists and distributors
and may result in the termination of our relationships with other super stockists and distributors.

Further, if our super stockists are not able to maintain a strong network of distributors, our products may not
attain as much reach as our competitors’ in the market and we may lose our market share. Further, if our
arrangement with Patanjali Ayurved Limited is terminated, we will not be able to get access to its wide
distribution network and which my adversely affect our business, financial condition and results of operations.
We may not also be able to find suitable super stockists to expand our distribution network in various regions
to sell our products in the future as well. We may be unable to engage alternative super stockists or our super
stockists may be unable to engage alternative distributors in a timely fashion, or at all, which may lead to
decline in the sales of our products and adversely affect our business, financial condition and results of
operations.

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Concerns over nutritional values of our products may reduce demand for our products or increase the cost
of our products.

While our products such as biscuits, rusks noodles, breakfast cereals, atta (wheat flour), honey are
manufactured from natural sources, health groups and consumers are increasingly linking consumption of
certain food products including certain categories of oils, aata (wheat flour), honey, biscuit, noodles and
breakfast cereals with obesity, diabetes, tooth decay, cardiovascular disease, high cholesterol and
hypertension, particularly child obesity, high cholesterol and hypertension in adults. We consider this to be a
concern. Children, being a more impressionable set of consumers, are inclined to develop a certain preference
for consumption of such biscuits and bakery products and thus, are comparatively more exposed to the
aforementioned health risks. Categorisation of our products as unhealthy may adversely affect our sales.
Changes in the marketing and advertising regulatory environment for these unhealthy products may affect
our turnover. Further, compulsory nutrition labelling and criteria specified for nutritional and health claims
and advertisements as required under Food Safety and Standards (Advertising and Claims) Regulations, 2018,
the pressure for simplifying the current system of nutrition labelling, and the need to review or develop
policies on marketing and advertising with reference to children may reduce demand for our products or
increase the cost of our products.

. If there are delays or cost overruns in utilisation of Net Proceeds, our business, financial condition and

results of operations may be adversely affected.

We intend to utilise the Net Proceeds of the Issue as set forth in “Objects of the Issue” from page 105 for,
funding working capital requirements, for repayment/pre-payment of certain borrowings and general
corporate purpose. The fund requirement mentioned as a part of the objects of the Issue are based on internal
management estimates and have not been appraised by any bank or financial institution. This is based on
current conditions and is subject to change in light of changes in external circumstances, costs, other financial
condition or business strategies. As a consequence of any increased costs, our actual deployment of funds
may be higher than our management estimates and may cause an additional burden on our finance plans, as
a result of which, our business, financial condition, results of operations and cash flows could be materially
and adversely impacted.

Furthermore, we may need to vary the objects of the Issue due to several factors or circumstances including
competitive and dynamic market conditions, variation in cost structures, changes in estimates due to cost
overruns or delays, which may be beyond our control. Pursuant to Section 27 of the Companies Act, 2013,
any variation in the objects of the Issue would require a special resolution of our shareholders, and our
Promoter will be required to provide an exit opportunity to our shareholders who do not agree to such
variation. If our shareholders exercise such an exit option, our share price may be adversely affected.

|. Our success depends on the smooth supply and transportation of raw materials from our suppliers to our

plants and of our products from our plants to our customers, which is subject to various uncertainties and
risks.

We procure our raw materials and stock in trade from domestic and international suppliers. Any disruption
of our suppliers’ operations and/or inadequate or interrupted transportation of the raw materials and stock in
trade to our facilities could result in delay in manufacturing the products for the customers and adversely
affect our reputation, business, financial condition and results of operations. We depend principally on
roadways, railways, seaborne and airborne transportation for the delivery of raw materials to our
manufacturing facilities and the delivery of our products from our manufacturing facilities to our customers.
We rely on third parties to provide such services. These transportation providers may not be adequate to
support our existing and future operations. Further, disruptions of transportation services because of weather-
related problems, strikes, lock-outs, inadequacies in the road infrastructure and port facilities, geopolitical
events, or other events could impair our ability to supply our products to our customers. In the event of any
of the foregoing, we may be required to buy our components, materials and stock in trade at unfavourable
prices depending on demand and competition for components and materials, which could materially and
adversely affect our reputation, business, results of operations and financial condition.

We require various regulatory approvals and licenses for the purpose of our business. Our inability to

obtain such regulatory approvals and licenses for the purpose of our business in a timely manner or at all,
or to comply with the terms and conditions of our existing regulatory approvals and licenses may have a

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material adverse effect on the continuity of our business and may impede our effective operations in the

future.

Our business operations require us to obtain and renew, from time to time, certain approvals, licenses,
registrations and permits under central, state and local government rules in India, generally for carrying out
our business and for our manufacturing facilities. A majority of these approvals are granted for a limited
duration. The introduction of additional government control or newly implemented laws and regulations,
depending on the nature and extent thereof and our ability to make corresponding adjustments, may adversely
affect our business, results of operations and financial conditions. These laws and regulations and the way in
which they are implemented and enforced may change from time to time and there can be no assurance that
future legislative or regulatory changes will not have an adverse effect on our business, financial condition,
cash flows and results of operations.

The approvals required by us are subject to numerous conditions and we cannot assure you that these would
not be suspended or revoked in the event of non-compliance or alleged noncompliance with any terms or
conditions thereof, or pursuant to any regulatory action. If there is any failure by us to comply with the
applicable regulations or if the regulations governing our business are amended, we may incur increased
costs, be subject to penalties, have our approvals and permits revoked or suffer a disruption in our operations,
any of which could adversely affect our business. In case we fail to comply with these requirements, or a
regulator alleges we have not complied with these requirements, we may be subject to penalties and
compounding proceedings. Additionally, current applicable approvals and licenses in relation to the biscuits
business which we acquired from Patanjali Natural Biscuits Private Limited, are in the name of Patanjali
Natural Biscuits Private Limited and in the process of being transferred to the name of our Company. We
cannot assure you the time which such transfer shall take place to complete, or if at all such transfer shall be
completed.

While we are required to obtain a number of approvals for legally conducting our business operations and we
shall submit the applications for renewal of such approvals, as and when required, during the course of our
business operations, we cannot assure you that we will be able to obtain approvals in respect of such
applications, or any application made by us in the future. If we fail to obtain such registrations and licenses
or renewals, in a timely manner, we may not then be able to carry on certain operations of our business, which
may have an adverse effect on our business, financial condition and results of operations. For details, see
“Government and Other Approvals” on page 480.

The loss of certain independent certification and accreditation of our products and the manufacturing
practices that we have adopted could impact our business.

We rely on independent certification of our products and must comply with the requirements of independent
organisations or certification authorities. We have FSSAI, FSSC, ISO 22000, Non-GMO, Halal and Kosher
certifications for certain of our facilities. Our Company has received Kosher and Halal certifications and ISO
9001:2015 certification for our oleochemical facility. Certain of our nutraceutical and wellness products are
certified from FSSAI and Ministry of AAYUSH. We could lose the certifications and accreditations for
certain of our products if we are not able to adhere to the quality standards and specifications required under
such certifications and accreditations. The loss of any independent certification and manufacturing practices,
may lead to loss of significant customers for our products which could have a material adverse effect on our
reputation, business, financial condition and results of operations.

Any non-compliance by our Company with the regulatory and sanction regimes of various countries could
harm our reputation or result in regulatory action which could materially and adversely affect our
business.

We are subject to the regulatory regimes of various countries, including applicable economic and trade
sanctions programs administered by supranational organisations such as the United Nations. In addition,
certain countries and markets where we may conduct business also impose economic and trade sanctions.
These sanctions are imposed in connection with doing business with, or affecting, certain countries, their
citizens or entities, specially designated nationals or other persons or entities that may be doing business with
targeted countries, persons or entities.

Although, since the Implementation Date, being December 18, 2019, there has been no instance of non-
compliance with these laws and regulations, future failure to comply with these laws and regulations may

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expose us to risk of adverse and material financial, operational, or other adverse impacts on our business. To
the best of our knowledge, neither we, nor our promoter and promoter group, are the subject, or have ever
been the subject, of any sanctions or a related government investigation or enforcement action.

If either we or our affiliates are found to be in violation of sanctions laws, we or our affiliates could be subject
to financial or other penalties. Even when a violation of sanctions laws cannot be established, government
investigations or other actions of other related companies may result in reputational or other harm to us.

Our Company is subject to several risks in relation to the arrangements that the Company has entered into
with state governments and farmers as a means of securing potential procurement rights to oil palm fruit,
one of the key materials for the Company’s ongoing backward integration initiative.

The Company has MoUs with nine state governments in India in relation to allotment of the cultivation area
under oil palm. Accordingly, our Company is subject to a number of ongoing obligations for cultivation under
such arrangements. These include obligations that could require the Company to incur substantial financial
commitment including capital expenditure and operating expenses from time to time with no assurance that
such expenditure will in fact provide the Company with its expected return. There may be circumstances
where funds available with us may not be sufficient to fulfil our financial obligation towards such expenses,
and we may need to incur additional indebtedness, or utilize internal accruals for such operating expenses
and our inability to arrange such funds would have an adverse effect on our business, prospects, results of
operations and financial condition. Examples of this include the obligation to develop palm nurseries and to
set up palm crushing mills within a specified period of time. In addition, while the relevant state governments
are obliged to reimburse the Company for certain costs that the Company incurs in providing seedlings and
fertilizers to the farmers, there can be no assurance that such payment will be made in a timely manner and
could still result in the Company bearing a significant proportion of the total cost incurred in this regard. The
Company is dependent on the import of sprouts to fulfil its obligation to grow seedlings at its nurseries. There
can be no assurance that the Company will be able to adequately procure sprouts or grow seedlings or supply
seedlings at all or that the Company will be reimbursed by the relevant state government in full for the costs
incurred by the Company in the purchase of the seedlings at the prevailing price.

In general, the terms of the palm oil legislation in each of these states obliges the farmers who benefit from
the Company’s assistance in the oil palm cultivation process to sell their produce to the Company. However,
there is no obligation on the farmers to initiate palm cultivation on their lands or to continue with such
cultivation following initiation. The farmers may decide to cultivate crops that they consider to be more
profitable, which means that our Company may not be able to achieve the scale of operations that the
Company desires and get the expected return on its investments. As per MOUs, the price of FFB is fixed by
the state governments from time to time which is paid to the farmers. Further, the Company has to purchase
entire FFB from the existing plantation within the allotted areas immediately and arrange for extraction of oil
at its own cost. In case of failure in purchase of FFB in time, farmers of the existing plantation within allotted
areas are to be compensated for the loss occurred, if any, by the Company. In addition, the Government can
reduce or withdraw the incentive or subsidy in future or account of unilateral change in purchase and cost
price norms by different state governments or demand by the farmers for a change in pricing, could also have
an adverse effect on our business, prospects, results of operations and financial condition. For instance, the
Oil Palm Developers and Processors Association, along with our Company and others had filed a writ petition
High Court of Andhra Pradesh against the State of Andhra Pradesh and others, challenging the pricing of oil
palm fresh fruit bunches which was alleged to be fixed citing extraneous / arbitrary reasons. For details of the
material outstanding litigations, see “Outstanding Litigation and Material Developments” on page 466 of this
Prospectus

The Company is also obliged to purchase all of the oil palm fruit produced by the farmers at the price set by
the state government irrespective of whether or not the Company has a need for the palm fruit as a raw
material at the relevant time. Certain of the Palm MOUs also require the Company to compensate the farmers
if they suffer a loss as a result of a failure by the Company to purchase any of the oil palm fruit. Any failure
or delay in complying with any or all of these obligations could result in the state government cancelling the
Company’s entitlement under the relevant MOU. Under the terms of certain of the Palm MOUs, such as the
Palm MOU with the Governments of Mizoram, Chhattisgarh and Gujarat, the Company cannot withdraw
from the Palm MOU for any reason. If the Company is unable to achieve its objectives in relation to the
cultivation of oil palm under these Palm MOUs, the Andhra Pradesh Oil Palm (Regulation of Production and
Processing) Act, 1993, as amended and rules and regulations made thereunder, its business, prospects, results
of operations and financial condition could be adversely affected. For further details, see “Our Business” on
page 183.

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Our Company has entered into long-term contracts with third parties for the sale of power which subjects
the Company to certain risks.

Our Company has developed wind power plants at 11 locations in India with an annual capacity of 84.6
megawatts and has entered into long-term power purchase agreements with MP Power Trading Company
Limited, Jodhpur Vidyut Vitran Nigam Limited, Gujarat Energy Transmission Corporation Limited and
Tamil Nadu Electricity Board for the sale of electric power generated by the Company’s wind turbines.
Further the requirements under the long-term power purchase agreements have been met since the
Implementation Date, being December 18, 2019. The Company may be unable to provide power under these
agreements on account of inadequate wind velocity, equipment failure or other reasons beyond the
Company’s control. In addition, there can be no assurance that Company’s counterparties pay the amounts
due to the Company under these agreements in a timely manner or at all.

The viability of wind power projects is primarily dependent on the wind patterns at project sites conforming
to the patterns that had previously been recorded to determine the suitability of these sites for wind power
projects. Although the Company has conducted wind resource assessments based on long-term wind patterns
at identified sites, there can be no assurance that wind patterns at a particular site will remain constant. Any
changes in wind patterns at particular sites that have previously been identified as suitable for wind power
projects could affect our Company’s ability to generate power for ourselves and sell to our customers. Any
of these factors could have a material adverse effect on our Company’s business, financial condition and
results of operations.

Under the Electricity Act, 2003, captive power projects benefit from lesser regulation and are not subject to
tariff regulations and restrictions imposed by the Central Electricity Regulatory Commission and several state
electricity regulatory commissions. Under such projects, the buyer and seller are free to negotiate and agree
the relevant tariff without regulatory input or approval. However, such projects need to meet certain
requirements, including requirements in connection with shareholding and structural specifications to be
granted captive power status. Further, under the aforementioned power purchase agreements, the Company
must consume certain minimum thresholds of power, failing which the relevant state electricity board or
distribution company is not under an obligation to purchase any power from the Company. Further, the
Company is required to provide a minimum off-take guarantee under such agreements, failing which the
relevant state electricity board or distribution company can charge a penalty and or deduct amounts from the
consideration payable to the Company under such agreements.

The Company’s failure to comply with such statutory, regulatory and/or contractual conditions would
therefore affect the Company’s ability to sell power to the state electricity boards or distribution companies
and or to realise the consideration payable to the Company, which in turn would adversely affect the results
of the Company’s operations and profitability. Further any failure on the part of the state electricity boards or
distribution companies to fulfil their respective payment obligations to the Company in a timely manner or at
all could also adversely affect Company’s results of operations and profitability.

We are subject to stringent labour laws. We engage contract labour for carrying out certain of our
operations and we are responsible for paying amount to the contractor as an arrangement entered into
with the contractor. If the independent contractors through whom such workers are hired default on their
obligations, this could have an adverse effect on our business, results of operations and financial condition.

India has stringent labour legislation that protects the interests of workers, including legislation that sets forth
detailed procedures for dispute resolution and employee removal and legislation that imposes financial
obligations on employers upon retrenchment. Further, for the purpose of our business, we engage contract
labourers from third-party contractors. As at September 30, 2021 and March 31, 2021, we engaged contract
labour whose wages are paid directly by independent contractors representing an expense of % 5,737.00 lakhs
and % 8,811.28 lakhs, respectively. Although we do not engage the contract labour directly, we are responsible
for any wage payments to be made to such labourers in the event of default by such independent contractors
and also for certain statutory payments in the event that the contractor fails to remit the same. Any requirement
to fund their wage requirements may have an adverse impact on our results of operations and financial
condition. Further, in case any regulatory body or court passes orders which require us to regularise any of
the casual or contract labour as regular employees, it may have an adverse effect on our business, results of
operations and financial condition.

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All contract labourers engaged by us are assured minimum wages that are fixed by the state government from
time to time. Any upward revision of wages that may be required by the state government to be paid to such
contract labourers or offer of permanent employment or the unavailability of the required number of contract
labourers, may adversely affect the business and future results of our operations.

Further, the Occupational Safety, Health and Working Conditions Code, 2020 (enacted by the parliament of
India and assented to by the President of India on September 28, 2020) will come into force on such date as
may be notified in the official gazette. Once effective, it will subsume various legislations including the
Factories Act, 1948 and the Contract Labour (Regulation and Abolition) Act, 1970.

Further, the New Wage Code Bill, 2021 stands notified, and its rules are being framed by the Government of
India. Once the rules are framed and implemented, there will be a likely impact in terms of increase in the
employee cost owing to higher employer contribution towards the provident fund, increase in minimum
wages, bonus and gratuity contributions along with the company’s liabilities as a principal employer towards
contracted manpower.

Although since the Implementation Date, being December 18, 2019, there has been no instance of non-
compliance with the labour laws wherein penalty/fine has been imposed, if there is any failure by us to comply
with the new regime, we may incur increased costs, be subject to penalties, have our approvals and permits
revoked or suffer a disruption in our operations, any of which could adversely affect our business.

Certain of our plants and registered and corporate offices are situated on properties taken on lease. We
cannot assure that such leases will be renewed in the future with favourable terms.

We lease premises for certain of our plants and registered and corporate offices. Details of certain of such of
our locations are situated at:

1. Property measuring 4.0 Hect, located in the Village Haripura, District Baran, Rajasthan having Khasra
No. 10 & 12 from District Industries Centre, Baran for a period of 82 years 4 months and 12 days by
lease deed dated November 17, 2008;

2. Property measuring 16.620 Acres, located in the Village Govindpur Boari & Jhakhumund, District
Bundi, Rajasthan having Khasra No. 130 Village Govindpur Boari & Khasara No. 390-391 Village
Jhakhumund from the Rajasthan State Industrial Development and Investment Corporation, Bundi for a
period of 68 years 6 months and 11 days by lease deed dated March 21, 2007;

3. Land admeasuring 2 hectares in village Kushmoda, District Guna from the Governor of Madhya Pradesh
ona lease for a period of 30 years by lease deed dated January 05, 2009;

4. Plot No. K-06, 7000 Sq ft, Industrial area Kushmoda Guna, Tehsil & Distt. Guna from the Governor of
Madhya Pradesh on a lease for a period of 30 years by lease deed dated August 27, 2012;

5. Plot No. K-07 & K-08, 19000 Sqft, Industrial area Kushmoda Guna, Tehsil & Distt. Guna, from the
Governor of Madhya Pradesh on a lease for a period of 30 years by lease deed dated July 26, 2011;

6. Industrial land admeasuring 14.2579 Acres forming part of plot no. L2+I (Part), D, K (Part), L-1 and E
in Mouzas Bardhanyaghata (JL No. 174), Jadabchak (JL. No. 144) and Bijayramchak (JL No. 137), PS
Durgachak, District Midnapore (East), Kolkata at Haldia from West Bengal Industrial Infrastructure
Development Corporation for a period of 73 years from February 27, 2003 by way of lease deed dated
October 19, 2011;

7. Industrial land admeasuring 11.3317 Acres forming part of plot No. I (Part) in Mouzas Jadabchak (JL.
No. 144) and Bijayramchak (JL No. 137), PS Sutahata, District Midnapore Kolkata at Haldia from West
Bengal Industrial Infrastructure Development Corporation for a period of 74 years from December 12,
2001 by way of lease deed dated January 07, 2002;

8. Industrial land admeasuring 1.7743 Acres forming part of Plot No. C in Mouzas Bardhanyaghata (JL No.
174), PS Sutahata, District Midnapore (East) Kolkata at Haldia from West Bengal Industrial
Infrastructure Development Corporation for a period of 99 years from May 08, 2007;

9. 2 Kanals, adjacent to existing unit, SIDCO, Industrial Complex, Bari Brahmana, Jammu from Jammu &
Kashmir State Industrial Development Corporation for a period of 86 years from April 20, 2007;

10. 3 Kanals of land in SIDCO, Industrial Complex, Bari Brahmana, Jammu from Jammu & Kashmir State
Industrial Development Corporation for a period of 86 years from April 20, 2007;

11. 4 acre land in Survey No. 313, of Kalmangi village of Sindanur Taluk, Raichur District Mangalore on a
sub-lease from M/s Suzlon Infrastructure Limited (on rent from Government of Karnataka) for a period
of 29 years from March 30, 2011;

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52.

12. Property measuring 20,625 Sq. Mtr. Located at Plot No. A69 & 70 Industrial Area-I, Sriganganagar from
the Rajasthan State Industrial Development and Investment Corporation, Bundi for a period of 87 years
18 days by way of lease agreement dated October 13, 2006;

13. Property measuring 10,200 Sq. Mtr. Located at Plot No. C366 and C367 Industrial Area-I, Sriganganagar
from the Rajasthan State Industrial Development and Investment Corporation, Bundi for a period of 99
years from December 31, 2003;

14. Property measuring 2000 Sq. Mtr. Located at Plot No. F164 Industrial Area-I, Sriganganagar from the
Rajasthan State Industrial Development and Investment Corporation, Bundi for a period of 99 years from
February 4, 1994;

15. Mustard oil manufacturing plant, located at Plot No. A-70 Udyog Vihar, Phase ~ 1, Sri Ganganagar,
Rajasthan from the M/s Honey Bee Multitrading (P) limited for a period of 3 years and office measuring
4,600 square feet, located at Plot No. A -105, Sector 5, Noida, Uttar Pradesh from Vedic Broadcasting
Limited for a period of 3 years;

16. Registered Office at Ruchi House, Royal Palms, Survey No. 169, Aarey Milk Colony, Near Mayur
Nagar, Goregaon (East), Mumbai on lease from Disha Foundation Private Trust for a period of 60 months
ending August 31, 2022; and

17. Corporate Office at Office No. 601, Part B-2, Metro Tower, 6th Floor, Vijay Nagar, AB Road, Indore
452 010 Madhya Pradesh on lease from Shaurya Infravision LLP for a period of 60 months ending
January 13, 2025.

These are on long-term and short-term leases. Our leases expire from time to time and are renewed
periodically. There can be no assurance that such leases will be successfully continued and renewed in the
future on a regular basis and, accordingly, we cannot guarantee the continuity of the possession of these
properties. Any termination of our leases or current arrangements with the owner or landlord will result in
additional expenditure by the Company.

We generally enter into long-term lease agreements that have an initial term that typically range for a period
of 70 to 99 years for our locations and short-term lease for a period of 10 to 32 years. Certain of our lease
agreements may also provide for our right of renewal of the lease agreements upon expiration. However, we
cannot assure you that we will be successful in renewing these leases on favourable terms or at all. Further,
to the extent that we are unable to renew our lease arrangements or on the properties where we are occupying
the properties post expiry of the lease arrangements, we may be required to vacate the premises, which may
have a material adverse impact our results of operations and business operations. The increase in lease rentals,
early termination of any of our leases due to non-compliance with the lease terms or the failure to renew
leases at suitable costs or at all, could adversely affect our business, results of operations and financial
condition.

Some of our lease agreements may have not been registered or may not be adequately stamped. If any of the
lessors of these premises revoke the arrangements under which we occupy the premises or impose terms and
conditions that are unfavourable to us, or if we are otherwise unable to occupy such premises, we may suffer
a disruption in our operations or have to pay increased rent, which could adversely affect our business, results
of operations and financial condition.

Few of our Promoters, certain Directors and Key Management Personnel are interested in our Company
in addition to their normal remuneration or benefits and reimbursement of expenses incurred.

Few of our Promoters viz. Patanjali Ayurved Limited, Yogakshem Sansthan, Patanjali Parivahan Private
Limited, Patanjali Gramudyog Nayas and Ruchi Soya Industries Limited Beneficiary Trust, are interested in
our Company to the extent of Equity Shares held by them as well as to the extent of any dividends, bonuses,
or other distributions on such Equity Shares. Further, Patanjali Ayurved Limited is also interested to the extent
of Cumulative Non-Convertible Redeemable Preference Shares and Unsecured Cumulative Non-Convertible
Debentures of our Company held by it.

Further, our Promoters, Acharya Balkrishna and Ram Bharat, are interested in our Company to the extent of
being our Directors and to the extent of the shareholding of the companies, firms and trusts in which they are
individually interested as director, member, partner and/or trustee, and to the extent of benefits arising out of
such shareholding.

In addition, our Company has undertaken transactions with our Promoters. For instance, sale of land from
Patanjali Natural Biscuits Private Limited, in which Acharya Balkrishna is a promoter and holds 66.28% of
the equity share and Ram Bharat who is a director, to our Company and for purchase of machinery from

62
53.

54,

Patanjali Ayurved Limited, in which Acharya Balkrishna is a promoter, director and holds 98.54% of the
equity share and Ram Bharat who is a director, by our Company. Certain of our Promoters and Directors are
also interested in transactions which are in the nature of related party transactions. For further details, see
“Capital Structure”, “Our Management”, “Our Promoters and Promoter Group” and “Restated Financial
Statements — Note 39 — Related party relationships, transactions and balances” beginning on pages 91, 272,
287 and 384, respectively.

Further, our Directors and Key Management Personnel may be regarded as interested to the extent of, among
other things, remuneration, sitting fees and perquisites for which they may be entitled to as part of their
services rendered to us as an officer or an employee. We cannot assure you that our Promoters, Directors and
our Key Managerial Personnel will exercise their rights as shareholders to the benefit and best interest of our
Company.

Any damages caused by fraud or other misconduct by our employees could adversely affect our business,
results of operations and financial condition.

We are exposed to operational risk arising from inadequacy or failure of internal processes or systems or from
fraud. We are also susceptible to fraud or misconduct by employees or outsiders, unauthorised transactions
by employees and operational errors. Employee or executive misconduct could also involve the improper use
or disclosure of confidential information or data breach, which could result in regulatory sanctions and
reputational or financial harm, including harm to our brand. Further, unauthorised risks taken by our
employees beyond the risk management limits, not reporting business and operational issues that may result
in claims and damages far in excess of material cost. Our management information systems and internal
control procedures are designed to monitor our operations and overall compliance. However, they may not
be able to identify non-compliance and/or suspicious transactions in a timely manner or at all. As a result, we
may suffer monetary losses, including contractual liabilities and penalties, which may not be covered by our
insurance and may thereby adversely affect our business, results of operations and financial condition.
Although, since the Implementation Date, being December 18, 2019, there have been no instances of fraud
or misconduct by our employees, such a result may also adversely affect our reputation, business, results of
operations and financial condition.

Some of our Group Companies have incurred losses in the preceding fiscals. We cannot assure you that
these companies or any of our other Group Companies will not incur losses in the future, or that there will
not be an adverse effect on our reputation or business as a result of such losses.

Some of our Group Companies have incurred losses during the precedent fiscals, as set out below:

 

 

 

 

 

 

 

 

 

 

 

 

Sr. Name of the Profit (loss) after tax in ¢ lakhs

No. | Group Company Fiscal 2021 Fiscal 2020 Fiscal 2019

1 | Atri Papers Private (90.88) (49.70) (342.26)
Limited

Sr. Name of the Profit (loss) after tax in ¢ lakhs

No. | Group Company Fiscal 2021 Fiscal 2020 Fiscal 2019

1 Parakram Security 935.65 468.70 (1,752.84)
India Private
Limited

Sr. Name of the Profit (loss) after tax in ¢ lakhs

No. | Group Company Fiscal 2021 Fiscal 2020 Fiscal 2019

1 Mohan Fabtech (13.65) 22.16 23.23
Private Limited

 

 

 

 

 

 

There is no assurance that these companies or other Group Companies will not incur losses in any future
periods, or that there will not be an adverse effect on our reputation or business as a result of such losses.

63
55.

56.

57,

Weaknesses, disruptions, failures of cyber security events in our IT systems could adversely impact our
business.

We rely on IT systems in connection with financial controls, risk management and transaction processing.
We may be subject to disruptions of our IT systems, arising from events that are wholly or partially beyond
our control (for example, damage or incapacitation by human error, natural disasters, electrical or
telecommunication outages, sabotage, computer viruses, or loss of support services from third parties such as
internet backbone providers). We may also be subject to attempted hacking or phishing incidents. In Fiscal
Year 2021, we have not had incidents of system failures, cyber-attacks and frauds, hacking, phishing, trojans
and theft of data with a material adverse effect on our business, results of operations or financial condition.
In the event we experience systems interruptions, errors, downtime, incidents of hacking, phishing, or
breaches of our data security systems, this may give rise to deterioration in customer service and loss or
liability to us and it may materially and adversely affect our reputation, business, results of operations and
financial condition.

Further, we are dependent on various external vendors for certain elements of our operations and are exposed
to the risk that external vendors or service providers may be unable to fulfil their contractual obligations to
us (or will be subject to the same risk of operational errors by their respective employees) and the risk that
their (or their vendors) business continuity and data security systems prove to be inadequate. If our external
vendors or service providers fail to perform any of these functions, it could materially and adversely affect
our business and results of operations.

We rely on the security of such platforms for the secure processing, storage and transmission of confidential
information. Examples of significant cyber security events are unauthorised access, computer viruses,
deceptive communications (phishing), ransom ware, malware or other malicious code or cyber-attack,
catastrophic events, system failures and disruptions and other events that could have security consequences
(each, a “Cyber Security Event”). A Cyber Security Event could materially impact our ability to adequately
manage and value our loan portfolio, provide efficient and secure services to our customers, and regulators,
and to timely and accurately report our financial results. Although we have implemented controls and have
taken protective measures to reduce the risk of Cyber Security Events, we cannot reasonably anticipate or
prevent rapidly evolving types of cyber-attacks and such measures may be insufficient to prevent a Cyber
Security Event. Cyber Security Events could expose us to a risk of loss or misuse of our information,
litigation, reputational damage, violations of applicable privacy and other laws, fines, penalties or losses that
are either not insured against or not fully covered by insurance maintained. We may be required to expend
significant additional resources to modify our protective measures or to investigate and remediate
vulnerabilities.

Product innovation and research and development activities are an integral part of our business model. If
our research and product development efforts are not successful, our business may be restricted.

Growth of our future operations also depends upon our ability to successfully carry out research and
development of new processes and produce new and higher quality products from a variety of raw materials.
These processes must meet regulatory standards where applicable and may require regulatory approvals. The
development and commercialisation process would require spending of both time and money. Our ongoing
investments in research and development for future products and processes may result in higher costs without
a proportionate increase in revenues. Delays in any part of the process, our inability to obtain necessary
regulatory approvals for our products or failure of a product to be successful at any stage could harm our
operating results.

Any contamination or deterioration of our products could result in legal liability, damage our reputation
and adversely affect our business prospects and consequently our financial performance.

We are subject to various contamination related risks which typically affect the FMCG products industry,
including risks posed by the following:

product tampering;

low shelf life of certain of our products;

ineffective storage of finished goods as well as raw materials;
product labelling errors;

non-maintenance of high food safety standards;

64
58.

59.

* contamination of our products during processing; and
* wastage of certain products during transportation.

The risk of contamination or deterioration of our products exists at each stage of the life-cycle of our products
such as sourcing of raw materials, storage, production and delivery of the final products. Packaging, storage
and delivery of our products to our consumers and the storage and shelving of our products by our stockists,
distributors and retailers until final consumption by consumers are also subject to such contamination and
deterioration risks. While we follow stringent quality control processes and quality standards at each stage of
the production cycle such as conducting sampling tests to ensure that the colour, odour, taste, appearance and
nutrients of the raw materials, comply with our requirements or regulatory requirements or standards set by
our consumers in the export markets, maintain our facilities and machinery, and conduct our manufacturing
operations in compliance with applicable food safety standards, laws and regulations and our own internal
policies, and though we have, in the past, not materially suffered due to any of the aforementioned, we cannot
assure that our products will not be contaminated or suffer deterioration in the future.

Our manufacturing facilities for certain product categories are located in close proximity to the delivery
locations or the ports. However, the finished products are primarily transferred on a ‘free on board
destination’ basis to distributors and stockists. We cannot assure that contamination and deterioration of our
products or raw materials will not occur during the transportation, and distribution due to ineffective storage
facilities or any other reasons including factors unknown to us or beyond our control. If our products or raw
materials are found to be amongst others, spoilt, contaminated, adulterated, tampered with, incorrectly
labelled or reported to be associated with any such incidents, we may be forced to recall our products from
the market and we could incur criminal or civil liability for any adverse medical condition or other damage
resulting from consumption of such products by consumers which we may not be able to fully recover from
our suppliers or insurance coverages. We may also be subject to liabilities arising out of such violations under
the provisions of the Food Safety and Standards Act, 2006 (“FSS Act”) along with relevant rules and
regulations. Though, we have not been subject to such incidents during fiscal 2020 and fiscal 2021, however,
we may be subject to such an event in the future, which may have a material adverse effect on our reputation,
business and financial condition.

 

 

If we were to incur a serious uninsured loss or any product liability claim or a loss that significantly
exceeds the limits of our insurance policies, it could have a material adverse effect on our business, results
of operations and financial condition.

We maintain insurance coverage to cover certain risks associated with our business. For details on our
insurance policies, see “Our Business — Insurance and Product Liability Coverage” on page 247. At present,
we insure our assets and operations against, fire and special perils like earthquake, burglary, and marine
carriage risks. Inability to secure ocean freight when required or at acceptable prices and port congestion and
strained infrastructure could adversely affect our business and results of operations.

We cannot assure you that our current insurance policies will insure us fully against all risks and losses that
may arise in the future. Even if such losses are insured, we may be required to pay a significant deductible on
any claim for recovery of such a loss, or the amount of the loss may exceed our coverage for the loss. In
addition, our insurance policies are subject to annual renewal, and we cannot assure you that we will be able
to renew these policies on similar or otherwise acceptable terms, or at all. If we incur a serious uninsured loss
or a loss that significantly exceeds the limits of our insurance policies, it could have a material adverse effect
on our business, results of operations and financial condition.

Our Promoter and Promoter Group will continue to retain control over our Company after completion of
the Issue, which may allow them to influence the outcome of matters submitted for approval of our
shareholders.

After the completion of this Issue, our Promoter will collectively control, directly approximately 80.82% of
our Company’s outstanding Equity Shares. As a result, our Promoter may continue to exercise significant
control over us. Our Promoter and Promoter Group may take or block actions with respect to our business,
which may conflict with our interests or the interests of our minority shareholders, such as actions which
delay, defer or cause a change of our control or a change in our capital structure, merger, consolidation,
takeover or other business combination involving us, or which discourage or encourage a potential acquirer
from making a tender offer or otherwise attempting to obtain control of us. We cannot assure you that our
Promoter and members of our Promoter Group will act in our interest while exercising their rights in such

65
entities. For further details, see “Our Management” and “Our Promoters and Promoter Group” on pages
272 and 287, respectively.

60. Environmental concerns may lead to a decline in demand for oil palm products or a decline in oil palm
plantations, which may adversely affect our business, results of operations and financial condition.

The demand for crude palm oil and other oil palm products has in the past and may in the future be affected
by campaigns brought by environmental groups. These environmental groups have raised concerns that oil
palm farms result in the destruction of large areas of tropical forests and wildlife habitats and have
campaigned to promote sustainable palm oil cultivation and environmentally friendly practices on oil palm
farms. If such environment campaigns result in a reduction in the demand for crude palm oil and other oil
palm products, or change in government or regulatory policy our business, results of operations and financial
condition could be adversely affected.

61. The availability of spurious, look-alikes, counterfeit products primarily in our domestic market, could lead
to losses in revenues and harm the reputation of our products.

We are exposed to the risk that entities in India and elsewhere could pass off their products as ours, including
spurious or pirated products. For example, certain entities could imitate our brand name, packaging material
or attempt to create look-alike products or brands. This would not only reduce our market share due to
customers confusing spurious products for our products whereby we may not be able to recover our initial
development costs or experience loss in revenues but could also harm the reputation of our brands. The
proliferation of unauthorised copies of our products, and the time lost in defending claims and complaints
about spurious products could have a material adverse effect on our reputation, business prospects and results
of operations.

62. A portion of the Net Proceeds, may be utilized for repayment or pre-payment of loans taken from State
Bank of India, which is an affiliate of one of the Book Running Lead Managers.

We propose to repay loans from the Net Proceeds as disclosed in “Objects of the Issue” on page 105, including
loans obtained from a consortium of lenders led by State Bank of India (“SBI”). SBI is the promoter of SBI
Capital Markets Limited, one of our Book Running Lead Managers, however, SBI is not an associate of the
Company in terms of the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as
amended (“SEBI Merchant Bankers Regulations”). Loans and facilities sanctioned to our Company by SBI
is a part of its normal commercial lending activity and we do not believe that there is any conflict of interest
under the SEBI Merchant Bankers Regulations, or any other applicable SEBI rules or regulations. For details,
see “Objects of the Issue” on page 105.

63. This Prospectus contains information from industry sources including the industry report commissioned
for this Issue from Technopak. Prospective investors are advised not to place undue reliance on such
information. Further, the Company has commissioned and paid for this report for the purpose of
confirming our understanding of the food processing industry in India.

This Prospectus includes information that is derived from a report dated January 3, 2022, titled “Indian
Packaged Food Industry” prepared by Technopak Advisors Private Limited (the “Technopak Report”),
pursuant to being officially appointed by our Company on March 11, 2021.

We have commissioned and paid for this report for the purpose of confirming our understanding of the food
processing industry in India for this Issue.

Technopak has advised that while it has taken due care and caution in preparing the commissioned report,
which is based on information obtained from sources that it considers reliable (the “Information”), it does not
guarantee the accuracy, adequacy or completeness of the Information and disclaims responsibility for any
errors or omissions in the Information or for the results obtained from the use of the Information. The
Technopak Report also highlights certain industry, peer and market data, which may be subject to
assumptions. There are no standard data gathering methodologies in the industry in which we conduct our
business, and methodologies and assumptions vary widely amongst different industry sources. Further, such
assumptions may change based on various factors. We cannot assure you that Technopak Report assumptions
are correct or will not change and, accordingly, our position in the market may differ from that presented in
this Prospectus. Further, the commissioned report is not a recommendation to invest or disinvest in our

66
Company. Technopak has disclaimed all financial liability in case of any loss suffered on account of reliance
on any information contained in the Technopak Report. Prospective Investors are advised not to unduly rely
on the Technopak Report or extracts thereof as included in this Prospectus, when making their investment
decisions.

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

may potentially involve conflicts of interest with our Shareholders.

We have entered into various transactions with related parties including sale of products / services to related
parties contributing to 7.07% and 5.55% of total revenue for the six months period ended September 30, 2021
and Fiscal 2021, respectively. While we believe that all such transactions have been conducted on an arm’s
length basis and contain commercially reasonable terms, we cannot assure you that we could not have
achieved more favourable terms had such transactions been entered into with unrelated parties. It is likely
that we may enter into related party transactions in the future. There can be no assurance that such
transactions, individually or in the aggregate, will not have an adverse effect on our business, results of
operations and financial condition or that we could not have achieved more favourable terms if such
transactions had not been entered into with related parties. For details on our related party transactions, see
“Restated Financial Statements — Note 39 — Related party relationships, transactions and balances” on page
384.

EXTERNAL RISKS

65.

66.

67.

Any downturn in the macroeconomic environment in India could adversely affect our business, results of
operations and financial condition.

We are incorporated in India and all of our operations are located in India. As a result, our results of operations
and financial condition are significantly affected by factors influencing the Indian economy. Any slowdown
in economic growth in India could adversely affect us, including our ability to grow our business and revenues
and our ability to implement our strategy. In addition, an increase in India’s trade deficit, a downgrading in
India’s sovereign debt rating or a decline in India’s foreign exchange reserves could increase interest rates
and adversely affect liquidity, which could adversely affect the Indian economy and our business, results of
operations and financial condition.

Recent global economic conditions have been unprecedented and challenging and continue to affect the
Indian market, which may adversely affect our business, results of operations and financial condition.

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. For instance,
the economic downturn in the U.S. and several European countries during a part of Fiscal 2008 and 2009
adversely affected market prices in the global securities markets, 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.

A loss of investor confidence in the financial systems of other emerging markets may cause increased
volatility in Indian financial markets and the Indian economy in general. Any worldwide financial instability
could also have a negative impact on the Indian economy, including the movement of exchange rates and
interest rates in India, and could depress economic activity and restrict our access to capital. Any financial
disruption could have an adverse effect on our business, results of operations and financial condition, future
financial performance, shareholders’ equity and the price of our Equity Shares.

Any downgrade of credit ratings of India may adversely affect our ability to raise debt financing. India’s
sovereign ratings reflect an assessment of the Indian government’s overall financial capacity to pay its
obligations and its ability or willingness to meet its financial commitments as they become due.

 

No assurance can be given that any statistical rating organisation will not downgrade the credit ratings of
India. Any such downgrade could adversely affect our ability to raise additional financing and the interest
rates and other commercial terms at which such additional financing is available. This could have an adverse
effect on our business and financial performance.

67
68. A decline in India’s foreign exchange reserves may affect liquidity and interest rates in the Indian
economy, which could adversely impact our financial condition.

Flows to foreign exchange reserves can be volatile, and past declines may have adversely affected the
valuation of the Rupee. Further, declines in foreign exchange reserves as well as other factors could adversely
affect the valuation of the Rupee and could result in reduced liquidity and higher interest rates that could
adversely affect our future financial performance.

69. Significant differences exist between Indian GAAP and other reporting standards, such as US GAAP and
IFRS, which may be material to investors’ assessments of our financial condition.

 

Our Restated Financial Statements are prepared and presented in conformity with Ind-AS (including
compliance to the Companies Act, regulations framed and circulars issued there under and restated under the
SEBI Regulations), consistently applied during the periods stated, except as provided in such reports, and no
attempt has been made to reconcile any of the information given in this Prospectus to US GAAP or any other
principles or to base it on any other standards. Indian GAAP and Ind-AS, although based on IFRS, differs
from accounting principles and auditing standards with which prospective investors may be familiar in other
countries.

Accordingly, the degree to which the financial information included in this Prospectus will provide
meaningful information is dependent on your familiarity with Indian GAAP and Ind-AS, the Companies Act,
and the regulations framed there under. Any reliance by persons not familiar with Indian GAAP and Ind-AS,
or these laws and regulations, on the financial disclosures presented in this Prospectus should accordingly be
limited.

70. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws
and regulations, in India may adversely affect our business and financial performance.

Our business and financial performance could be adversely affected by unfavourable changes in, or
interpretations of existing laws, or the promulgation of new laws, rules and regulations applicable to us and
our business. For further details, see “Key Regulations and Policies” on page 249.

The regulatory and policy environment in which we operate is evolving and subject to change. There can be
no assurance that the Government of India may not implement new regulations and policies which will require
us to obtain approvals and licenses from the Government and other regulatory bodies, or impose onerous
requirements, conditions, costs and expenditures on our operations. Any such changes and the related
uncertainties with respect to the implementation of the new regulations may have a material adverse effect
on our business, financial condition, results of operations and cash flows. In addition, we may have to incur
capital expenditures to comply with the requirements of any new regulations, which may also materially harm
our results of operations and cash flows. Any changes to such laws, including the instances briefly mentioned
below, may adversely affect our business, results of operations and financial condition.

We have not determined the impact of these recent and proposed laws and regulations on our business.
Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in,
governing law, regulation or policy in the jurisdictions in which we operate, 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 business or restrict our ability to grow our
business in the future. Further, if we are affected, directly or indirectly, by the application or interpretation of
any provision of such laws and regulations or any related proceedings or are required to bear any costs in
order to comply with such provisions or to defend such proceedings, our business and financial performance
may be adversely affected.

71. We may be affected by competition laws, the adverse application or interpretation of which could adversely
affect our business.

The Competition Act, 2002, of India, as amended (“Competition Act”), regulates practices having an
appreciable adverse effect on competition in the relevant market in India (“AAEC”). Under the Competition
Act, any formal or informal arrangement, understanding or action in concert, which causes or is likely to
cause an AAEC is considered void and may result in the imposition of substantial penalties. Further, any

68
agreement among competitors which directly or indirectly involves the determination of purchase or sale
prices, limits or controls production, supply, markets, technical development, investment or the provision of
services or shares the market or source of production or provision of services in any manner, including by
way of allocation of geographical area or number of customers in the relevant market or directly or indirectly
results in bid-rigging or collusive bidding is presumed to have an AAEC and is considered void. The
Competition Act also prohibits abuse of a dominant position by any enterprise.

On March 4, 2011, the Government notified and brought into force the combination regulation (merger
control) provisions under the Competition Act with effect from June 1, 2011. These provisions require
acquisitions of shares, voting rights, assets or control or mergers or amalgamations that cross the prescribed
asset and turnover based thresholds to be mandatorily notified to and pre-approved by the Competition
Commission of India (the “CCI”). Additionally, on May 11, 2011, the CCI issued Competition Commission
of India (Procedure for Transaction of Business Relating to Combinations) Regulations, 2011, as amended,
which sets out the mechanism for implementation of the merger control regime in India.

The Competition Act aims to, among others, prohibit all agreements and transactions which may have an
AAEC in India. Consequently, all agreements entered into by us could be within the purview of the
Competition Act. Further, the CCI has extra-territorial powers and can investigate any agreements, abusive
conduct or combination occurring outside India if such agreement, conduct or combination has an AAEC in
India. However, the impact of the provisions of the Competition Act on the agreements entered into by us
cannot be predicted with certainty at this stage. However, since we pursue an acquisition driven growth
strategy, we may be affected, directly or indirectly, by the application or interpretation of any provision of
the Competition Act, or any enforcement proceedings initiated by the CCI, or any adverse publicity that may
be generated due to scrutiny or prosecution by the CCI or if any prohibition or substantial penalties are levied
under the Competition Act, it would adversely affect our business, results of operations, cash flows and
prospects.

 

72. If there is any change in tax laws or regulations, or their interpretation, such changes may significantly
affect our financial statements for the current and future years, which may have a material adverse effect
on our financial position, business, results of operations and cash flows.

Any change in tax laws including upward revision to the currently applicable normal corporate tax rate along
with applicable surcharge and cess, will increase our tax burden. Other benefits such as exemption for income
earned by way of dividend from investments in other domestic companies and units of mutual funds,
exemption for interest received in respect of tax free bonds, and long-term capital gains on equity shares if
withdrawn by the statute in the future, may no longer be available to us.

Similarly, in relation to the applicable law on indirect taxation, the Government of India has notified a
comprehensive national GST regime that combines taxes and levies by the Central and State Governments
into a unified rate structure. In this regard, the Constitution (One hundred and first Amendment) Act, 2016
enables the Government of India and state governments to introduce 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.

Further, the Government of India has announced the union budget for the Fiscal 2022, pursuant to which the
Finance Bill, 2021 (“Finance Bill”) has introduced various amendments. The Finance Bill has received assent
from the President of India on March 28, 2021, and has been enacted as the Finance Act, 2021 (“Finance
Act”). We have not fully determined the impact of these recent and proposed laws and regulations on our
business. We cannot predict whether any amendments made pursuant to the Finance Act would have an
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. The Finance Act has also
clarified that, in the absence of a specific provision under an agreement, the liability to pay stamp duty in case
of sale of securities through stock exchanges will be on the buyer, while in other cases of transfer of
consideration through a depository, the onus will be on the transferor. The stamp duty for transfer of securities
other than debentures, on a delivery basis is specified at 0.015% and on a non-delivery basis is specified at
0.003% of the consideration amount.

69
73.

74.

We cannot predict whether any tax laws or regulations impacting our products will be enacted, what the
nature and impact of the specific terms of any such laws or regulations will be or whether, if at all, any laws
or regulations would have a material adverse effect on our business, financial condition, cash flows and results
of operations. Prospective investors should consult their own tax advisors in relation to the consequences of
investing in the Equity Shares.

Communal disturbances, riots, terrorist attacks, other acts of violence or war involving India and/or other
countries, health epidemics and natural calamities or similar events that are beyond our control could
adversely affect India’s economy and the financial markets, result in loss of customer confidence, and
adversely affect the price of our Equity Shares, our business results of operations and financial condition.

India has experienced communal disturbances, terrorist attacks and riots during recent years. Any major
hostilities or other acts of violence, including civil unrest or similar events that are beyond our control, could
have a material adverse effect on India’s economy and our business and may adversely affect the Indian stock
markets where our Equity Shares will trade as well as global equity markets generally. Such acts could
negatively impact business sentiment and consumer confidence, which could adversely affect our business,
results of operations and financial condition.

India and other countries may enter armed conflict or war with other countries or extend pre-existing
hostilities. Military activity or terrorist attacks could adversely affect the Indian economy by, for example,
disrupting communications and making travel more difficult. Such events could also create a perception that
investments in Indian companies involve a higher degree of risk. This could adversely affect customer
confidence in India, which could have a negative impact on the economies of India and other countries, on
the markets for our products and services and on our business.

Any future outbreak of infectious diseases or pandemic like covid, other serious public health epidemics may
have a negative impact on the economies, financial markets and level of business activity in affected areas,
which may adversely affect our business.

India has also experienced natural calamities such as earthquakes, floods, drought and a tsunami in the recent
past. The length and severity of these natural disasters determine the extent of their impact on the Indian
economy. Prolonged spells of abnormal rainfall and other natural calamities could have an adverse impact on
the Indian economy.

Such events could have a material adverse effect on the market for securities of Indian companies, including
the Equity Shares, and adversely affect our business, results of operations and financial condition.

If inflation were to rise in India, we might not be able to increase the prices of our services at a proportional
rate in order to pass costs on to our clients thereby reducing our margins.

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 transportation, wages, raw materials
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 adequately pass on to our clients, whether entirely or in part, and may adversely
affect our business and financial condition. In particular, we might not be able to reduce our costs or increase
the amount of fees for services to pass the increase in costs on to our clients. In such case, our business, results
of operations, cash flows and financial condition may be adversely affected.

Further, the Government of India 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.

70
RISKS RELATING TO THE EQUITY SHARES

75.

76.

77.

78.

The trading volume and market price of the Equity Shares may be volatile following the Issue and you
may be unable to sell the Equity Shares at or above the Issue Price, or at all.

The Issue Price of the Equity Shares will be determined by our Company in consultation with the BRLMs
through a book-building process 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 fluctuate as a result of, among other things, the following factors,
some of which are beyond our control:

quarterly variations in our results of operations;

results of operations that vary from the expectations of securities analysts and investors;

results of operations that vary from those of our competitors;

changes in expectations as to our future financial performance, including financial estimates by

research analysts and investors;

a change in research analysts’ recommendations;

. announcements by us or our competitors of significant acquisitions, strategic alliances, joint operations
or capital commitments, loss of major customer(s);

. announcements by third parties or governmental entities of significant claims or proceedings against
us;

. new laws and governmental regulations applicable to our industry; and

. additions or departures of key management personnel.

Changes in relation to any of the factors listed above could adversely affect the price of the Equity Shares.

As a listed company, we are required to release our quarterly results for every financial year. We cannot
assure you that such results will be in line with estimates or that there will not be an adverse change in our
financial condition or results of operations.

Pursuant to the SEBI Listing Regulations, we are required to announce our results as of and for the three
months period ending on June 30, September 30 and December 31 of each financial year within 45 days of
the quarter end, and as of and for the year ended March 31, within 60 days of the period end. We cannot
assure you that our future results will be in line with those estimated or historically achieved or that there will
not be any material adverse change in our financial condition or results of operations. Any such material
adverse change in the results could have a negative impact on the price of our Equity Shares.

Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse
effect on 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 USD has fluctuated substantially in recent years and may continue
to fluctuate substantially in the future, which may have an adverse effect on the trading price of our Equity
Shares and returns on our Equity Shares, independent of our operating results. For further details in relation
to our share price, see, “Stock Market Data for Equity Shares of our Company” on page 463.

The determination of the Price Band is based on various factors and assumptions and the Issue Price of
the Equity Shares may not be indicative of the market price of the Equity Shares after the Issue. Further,
the current market price of some securities listed pursuant to certain previous issues managed by the
BRLMs is below their respective issue prices.

The determination of the Price Band is based on various factors and assumptions and will be determined by

our Company in consultation with the BRLMs. Furthermore, the Issue Price of the Equity Shares will be
determined by us in consultation with the BRLMs through the Book Building Process. These will be based

71
79.

80.

on numerous factors, including factors as described under “Basis for Issue Price” beginning on page 120 and
may not be indicative of the market price for the Equity Shares after the Issue. In addition to the above, the
current market price of securities listed pursuant to certain previous initial public offerings managed by the
BRLMs is below their respective issue price. For further details, see “Other Regulatory and Statutory
Disclosures — Price information of past issues handled by the Book Running Lead Managers (during the
current Fiscal and two Fiscals preceding the current Fiscal)” on page 489. The factors that could affect the
market price of the Equity Shares include, among others, broad market trends, financial performance and
results of our Company post-listing, and other factors beyond our control. We cannot assure you that an active
market will develop or sustained trading will take place in the Equity Shares or provide any assurance
regarding the price at which the Equity Shares will be traded after listing.

It may not be possible for investors outside India to enforce any judgment obtained outside India against
our Company or our management or any of our associates or affiliates in India, except by way of a suit in
India.

Our Company is incorporated as a public limited company under the laws of India and all of our directors
and executive officers reside in India. Further, certain of our assets, and the assets of our executive officers
and directors, may be located in India. As a result, it may be difficult to effect service of process outside India
upon us and our executive officers and directors or to enforce judgments obtained in courts outside India
against us or our executive officers and directors, including judgments predicated upon the civil liability
provisions of the securities laws of jurisdictions outside India.

India has reciprocal recognition and enforcement of judgments in civil and commercial matters with only a
limited number of jurisdictions, which includes the United Kingdom, Singapore, United Arab Emirates and
Hong Kong. In order to be enforceable, a judgment from a jurisdiction with reciprocity must meet certain
requirements of the Indian Code of Civil Procedure, 1908 (the “Civil Code”). The Civil Code only permits
the enforcement of monetary decrees, not being in the nature of any amounts payable in respect of taxes,
other charges, fines or penalties. Judgments or decrees from jurisdictions which do not have reciprocal
recognition with India cannot be enforced by proceedings in execution in India. Therefore, a final judgment
for the payment of money rendered by any court in a non-reciprocating territory for civil liability, whether or
not predicated solely upon the general laws of the non-reciprocating territory, would not be enforceable in
India. Even if an investor obtained a judgment in such a jurisdiction against us, our officers or directors, it
may be required to institute a new proceeding in India and obtain a decree from an Indian court. However,
the party in whose favour such final judgment is rendered may bring a fresh suit in a competent court in India
based on a final judgment that has been obtained in a non-reciprocating territory within three years of
obtaining such final judgment. It is unlikely that an Indian court would award damages on the same basis or
to the same extent as was awarded in a final judgment rendered by a court in another jurisdiction if the Indian
court believed that the amount of damages awarded was excessive or inconsistent with public policy in India.
In addition, any person seeking to enforce a foreign judgment in India is required to obtain prior approval of
the RBI to repatriate any amount recovered pursuant to the execution of the judgment.

Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law
and thereby may suffer future dilution of their ownership position.

Under the Companies Act, a company having share capital and incorporated in India must offer its holders of
equity shares pre-emptive rights to subscribe and pay for a proportionate number of equity shares to maintain
their existing ownership percentages before the issuance of any new equity shares, unless the pre-emptive
rights have been waived by adoption of a special resolution. However, if the laws of the jurisdiction the
investors are located in do not permit them to exercise their pre-emptive rights without our filing an offering
document or registration statement with the applicable authority in such jurisdiction, the investors will be
unable to exercise their pre-emptive rights unless we make such a filing. If we elect not to file a registration
statement, the new securities may be issued to a custodian, who may sell the securities for the investor’s
benefit. The value the custodian receives on the sale of such securities and the related transaction costs cannot
be predicted. In addition, to the extent that the investors are unable to exercise pre-emptive rights granted in
respect of the Equity Shares held by them, their proportional interest in us would be reduced.

72
81.

82.

83.

Foreign investors are subject to foreign investment restrictions under Indian laws that may limit our ability
to attract foreign investors, which may have a material adverse impact on the market price of the Equity
Shares.

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 Ministry of Finance, Department of Economic Affairs, and/or the
RBI. If the transfer of shares is not in compliance with such pricing guidelines or reporting requirements or
falls 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 or a tax clearance
certificate from the income tax authority. We cannot assure investors that any required approval from the RBI
or any other government agency can be obtained on any particular terms or at all.

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

Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the
validity of corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’
rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights under
Indian law may not be as extensive and wide-spread as shareholders’ rights under the laws of other countries
or jurisdictions. Investors may face challenges in asserting their rights as shareholder in an Indian company
than as a shareholder of an entity in another jurisdiction.

 

Government regulation of foreign ownership of Indian securities may have an adverse effect on the price
of the Equity Shares.

Foreign ownership of Indian securities is subject to government regulation. In accordance with foreign
exchange regulations currently in effect in India, under certain circumstances the RBI must approve the sale
of the Equity Shares from a non-resident of India to a resident of India or vice-versa if the sale does not meet
certain requirements specified by the Ministry of Finance, Department of Economic Affairs / RBI.
Additionally, any person who seeks to convert the Rupee proceeds from any such sale into foreign currency
and repatriate that foreign currency from India is required to obtain a no-objection or a tax clearance certificate
from the Indian income tax authorities. As provided in the foreign exchange controls currently in effect in
India, the Ministry of Finance, Department of Economic Affairs has provided that the price at which the
Equity Shares are transferred be calculated in accordance with internationally accepted pricing methodology
for the valuation of shares at an arm’s length basis, and a higher (or lower, as applicable) price per share may
not be permitted. We cannot assure investors that any required approval from the RBI or any other
government agency can be obtained on terms favourable to a non-resident investor in a timely manner or at
all. Because of possible delays in obtaining requisite approvals, investors in the Equity Shares may be
prevented from realising gains during periods of price increase or limiting losses during periods of price
decline.

India’s foreign direct investment policy has been recently amended by Press Note 3 of 2020, dated April 17,
2020 issued by the Department for Promotion of Industry and Internal Trade (“DPIIT”) and the Foreign
Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April
22, 2020, stipulates that any investment, subscription, purchase or sale of equity instruments by entities of a
country which shares land border with India or where the beneficial owner of an investment into India is
situated in or is a citizen of any such country will require prior approval of the Gol. Further, in the event of
transfer of ownership of any existing or future foreign direct investment in an entity in India, directly or
indirectly, resulting in the beneficial ownership falling within the aforesaid restriction or purview, such
subsequent change in the beneficial ownership will also require approval of the Gol. While the term
“beneficial owner” is defined under the Prevention of Money Laundering (Maintenance of Records) Rules,
2005 and the General Financial Rules, 2017, neither the foreign direct investment policy nor the FEMA Rules
provide a definition of the term “beneficial owner”. The interpretation of “beneficial owner” and enforcement
of this regulatory change involves certain uncertainties, which may have an adverse effect on our ability to
raise foreign capital. Further, there is uncertainty regarding the timeline within which the said approval from
the Gol may be obtained, if at all.

73
84, 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 and Retail Individual
Investors are not permitted to withdraw their Bids after closure of the Issue.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are required to pay the Bid
Amount on submission of the Bid and 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 closure of the Issue. While our Company
is required to complete Allotment pursuant the Issue within six Working Days from the issue Bid/Issue
Closing Date, events affecting the Bidders decision to invest in equity shares, including adverse changes in
international or national monetary policy, financial, political or economic conditions, our business, results of
operations or financial condition, or otherwise, may arise between the dates of the submission of their Bids
and the Allotment.

74
SECTION III - INTRODUCTION
SUMMARY OF FINANCIAL INFORMATION
The following tables set forth the summary financial information derived from our Restated Financial Statements.
The summary financial information presented below should be read in conjunction with our Restated Financial

Statements, the notes and annexures thereto and the section “Management's Discussion and Analysis of Financial
Position and Results of Operations” on page 413.

[The remainder of this page has been intentionally left blank]

73
 

As at

 

 

 

 

 

 

 

 

. Asat Asat Asat
Waxtioulars ane 30, | March 31,2021 | March 31,2020 | March 31, 2019

(a) Total Outstanding due to 396.91 216.22 403.19 433.96
Micro and small enterprises.
(b) Total Outstanding due to 64,694.63 65,443.96 16,086.30 2,22,426.19
creditors other than Micro
and small enterprises.

(iv) Other financial 25,485.48 23,124.58 28,088.28 2,19,559.53

liabilities
(b) Other current liabilities 11,649.34 6,031.13 10,856.15 10,439.33
(c) Provisions 147.53 127.52 111.18 176.18
Total Current liabilities 1,88,207.75 1,72,951.08 1,21,613.08 12,38,492.12
Liabilities directly 173.00 173.00 173.00 173.00

associated with assets
classified as held for sale

 

 

 

Total Equity and
Liabilities

 

9,41,180.62

 

9,00,881.98

 

7,86,761.13

 

7,89,427.20

 

aT

 
Restated Standalone Statement of Assets and Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in lakhs)
Particulars see 30 oe es As at
caer 3% | March 31,2021 | March 31,2020 | March 31, 2019
T.__| ASSETS
() Non-current assets
(a) Property, plant and 342,916.57 3,43,858.92 3,55,414.95 3,70,808.11
equipment
(b) Capital work-in- 2,303.56 2,683.08 2520.39 2,691.30
progress
(©) Goodwill 1,082.42 Z q :
(@ Other Intangible assets 1,51,906.90 151,585.66 1,51,585.40 1,51,589.30
(@) Financial Assets
@ Investments 2,234.06 1,863.06 P78 1,450.55
(i) Others 4,653.95 4535.74 5,120.55 7943.54
(H Deferred tax Asset (net) 4,520.08, 16,637.16 : ;
(g) Income Tax Asset (net) 6,806.86, 6,194.62 5,683.98, 3,939.16
(h) Other non-current assets 4,890.25 4,713.20 4,827.58 4,699.66
Total Non-current assets 521,314.65, 532,071.44 525,890.48 540,121.62
@_| Current assets
(@) Inventories 2,62,360.66 1,35,461.49 1,26,085.13
(b) Financial Assets
@ Investments 1,237.94 Li7611 1,281.03 1,679.35
(li) Trade receivables 64,101.30 23,842.23 27,399.28 26,223.61
(iii) Cash and cash 3,209.90 4,627.05 15,379.99 15,802.32
equivalents
(iv) Bank balances other 34,921.08 34,042.15 30,146.21 27,201.25
than (iiiabove
(@) Loans 86.68 26.37 92.38 106.75
(vi) Others 1,252.29 1,010.89 373.60 369.95
(©) Other Current Assets 52,328.36 47,381.69 50,369.11 51,469.66
Total Current assets 419,498.41 368,442.98 2,60,503.09 2,48,938.02
‘Assets Classified as held for 367.56 367.56 367.56 367.56
Sale
Total Assets 9,41, 180.62 9,00,881.98 786,761.13 7,89,427.20
Tl. | EQUITY AND
LIABILITIES
Equity
(@) Equity share capital 5,915.09 5,915.29 5,915.29 6529.41
(b) Other Equity 734,238.63 400,325.99 331,174.86 (458,608.56)
Total Equity 4,40,153.92 406,241.28 3,37,090.15 (4,52,079.15)
LIABILITIES
@_|[Non-Current Liabilities
(@) Financial Liabilities
( Borrowings 2,78,363.61 2,87,984.60 2,95,383.52 1,607.27
(li) Lease liabilities 1.27 1.56 2.07 3
(ii) Other financial 32,704.16 32,157.12 31,099.77 7
liabilities
(b) Other non-current 24.02 249.09 500.80 552.69
liabilities
(© Provision 1,152.89 924.05 898.94 681.27
Total Non-Current 312,645.95 321,516.62 3,27,884.90 2,841.23,
Liabilities
@_| Current liabilities
(@) Financial Liabilities
( Borrowings 85,833.31 78,007.17 7,85,456.93
Gi) Lease liabilities 0.55 0.50 z

 

 

 

 

(iii) Trade Payables

 

 

 

 

 

76

 
Restated Statement of Standalone Profit and Loss

(2 in lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fore For the year | Fortheyear | For the year
months period
Particulars ended ended ended ended
Senta o March 31, March 31, March 31,
’ 2021 2020 2019
2021
INCOME
I Revenue from Operations 11,26,119.05 16,31,863.30 13,11,778.81 12,72,923.31
I Other Income 4,579.57 6,434.41 5,757.75, 10,002.25
11 _| Total Income (I+I) 11,30,698.62 16,38,297.71 13,17,536.56 12,82,925.56
Iv. EXPENSES
Cost of materials consumed 8,86,180.53 13,99,663.27 11,26,248.85 10,96,789.57
Purchases of Stock-in-Trade 91,819.17 51,802.45 38,683.09 35,535.68
Changes in inventories of 14,141.67 (34,762.83) (7,601.19) 7,879.88
finished goods, work-in-
progress and stock in trade
Employee Benefits Expense 8,768.62 13,963.01 15,270.81 15,118.96
Finance Costs 18,107.31 37,071.87, 11,231.48 699.07
Depreciation & Amortisation 6,638.14 13,325.09 13,577.36 13,824.44
Expenses
Provision for Doubtful Debts/ 1,325.72 166.92 2,183.31 1,340.25
Advances, Expected credit loss,
Write off (Net)
Other Expenses 5,78,08.96 1,05,627.91 96,904.47 1,04,065.70
Total Expenses (IV) 10,84,790.12 15,86,857.69 12,96,498.18 12,75,253.55
y Profit before exceptional items and 45,908.50 51,440.02 21,038.38 7,672.01
tax expenses (III-IV)
VI_| Exceptional Items (Net) = es 7,49,023.01 (4,259.12)
VII_| Profit before tax (V+VI) 45,908.50 51,440.02 7,70,061.39 3,412.89
vil | Tax expense
I
Current Tax - - - -
Deferred Tax — Charge/(Credit) 12,127.98 (16,637.16) - #
Income Tax for earlier years - - (1,400.00) -
written Back
Ix Profit for the period/years (VII- 33,780.52 68,077.18 7,71,461.39 3,412.89
VII)
X__| Other Comprehensive Income
(i) Items that will not be reclassified
to statement of profit and loss
Remeasurement of gain/(loss) defined (206.44) (51.50) (281.73) (160.69)
benefit plans
Gain/(loss) FVTOCI Equity 370.99 1,125.45 (362.77) (471.88)
Instruments
(B) Hedge Reserves
(i) Items that will be reclassified to
statement of profit and loss
Net (loss)/gain on cash flow hedges (43.34) : = -
recognised during the period/years
(ii) Income tax relating that will not 10.91 = = =
be reclassified to profit and loss
XI__| Total comprehensive income for the 33,912.64 69,151.13 7,70,816.89 2,780.32
period/years (IX+X)
XI | Earnings per equity share of face
value of = 2 each
Basic and Diluted earnings per share
A Basic (in 2) 11.42 23.02 876.88 104.54
B Diluted (in 2) 11.42 23.02 876.88 104.54

 

 

 

 

 

 

 

 

78
Restated Statement of Standalone Cash flows

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in lakhs)
For the period | For the year ] Fortheyear | 4. the year
Particulars enced ended enced ended March
September 30, | March 31, March 31, aan
2021 2021 2020 if

(A)_| Cash flow from operating activities
Profit before tax 45,908.50 51,440.02 7,70,061.39 3,412.89
‘Adjustments for:
Depreciation and Amortisation Expenses 6,638.14 13,325.09 13,577.36 13,824.44
Exceptional Items <i = | (749,023.01) 4,259.12
Net Loss on Sale/Discard of Fixed Assets (157.28) 66.38 443.70 414.83
Impairment on investments and Fair 2.60 128.76 492.63 266.87
value adjustments (net)
Interest Income (4,672.85) (3,769.32) (3,200.64) (1,162.13)
Finance costs 18,107.31 37,071.87 11,231.48 699.07
(Gain)/Loss on foreign currency (2,022.52) 270.54 934.54 1,351.84
transaction/translation
Provision for doubtful debt / advances, 1,325.72 166.92 2,183.31 1,340.25
expected credit loss, write off (Net)
(Gain)/loss on sale of Investment s (49.38) (6.02) (359.74)
Income of investment (64.43) (116.40) (102.68) (89.80)
Excess Provision/Liabilities no longer (218.83) (146.08) (687.80) (5,130.70)
required written back
Operating profit before working 67,846.36 98,388.40 45,904.26 18,826.94
capital changes
Working capital adjustments
(increase)/ Decrease in inventories (26,024.17) (00,875.00) (9,376.36) (6,978.78)
(Increase)/ Decrease in trade and other (25,340.73) (11,956.15) 43.11 (2,442.47)
receivables
Increase/ (Decrease) in trade and other 9,322.44 39,282.79 (42,313.82) 12,426.74
payables
Cash generated from operations 25,803.90 24,840.04 (5,742.81) 21,832.43
Income Tax (612.24) (510.64) (344.82) 1,923.33
Net cash flows from operating 25,191.66 24,329.40 (6,087.63) 23,755.76
activities

(B)_| Cash flow from investing activities
Payment to acquire Biscuit Business (6,002.50) = = 2
Payment for Purchase and Construction (1,829.23) (2,134.07) (1,936.69) (850.03)
of CWIP, Property, Plant and Equipment
Proceeds on account of Capital reduction - - - 1,632.00
Proceed from sale of investment : 100.70 : :
Proceed from disposal of fixed assets 347.79 86.87 6.61 136.35
(increase)/ Decrease in Other Balance (976.47) (3,457.04) (3,005.44) (13,259.10)
with Banks
Interest income 345.75, 1,005.46 2,358.33 1,162.13
Net cash flows from investing activities (8,114.66) (4,398.08) (2,577.19) (11,178.65)

(©)_| Cash flow from financing activities
Proceeds from equity share capital ~ - 20,475.00 -
Proceeds from preference share capital = = 45,000.00 2
Proceeds from debentures = - 45,000.00 -
Proceeds from long term borrowings S 8,000.00 240,000.00 3
Proceeds from short term borrowings 4,222.42 (1,607.59) 63,029.93 -
(Net)
Repayment of long term borrowings (6,886.06) (3,437.39) = =
Payment related to further public offering (858.38) = = -
Repayment of long term borrowings = = (30,314.70) z
pursuant to completion of CIRP
Repayment of short term borrowings i =| (3,67,388.25) a

 

 

pursuant to completion of CIRP

 

 

 

 

 

79

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the period | For the year | For the year
For the year
Particulars ey ue ue ended March
September 30, | March 31, March 31, an
2021 2021 2020 Z

Finance Cost (14,971.59) | __(83,592.83) (7,499.44) (476.13)
Payment of unclaimed dividends (0.14) 6.77) (491) -
Payment of lease liability (0.40) (40.68) 5.13) :
Net cash flows from financing activities | ___(18,494.15) | __(30,684.26) 8,242.50 (476.13)
Net increase / (decrease) in cash and (A175) | 0,752.94) (22.33) 72,100.98
cash equivalents
Cash and cash equivalents at the 4,627.05 15,379.99 75,802.32 3,701.34
beginning of the period/years
Cash and cash equivalents at the end of 3,209.90 4627.05 15,379.99 15,802.32
the period/years
Reconciliation of Cash and Cash
equivalents with the Balance Sheet
Cash and Bank Balances as per Balance
Sheet
Cash in hand 37.75 38.85, 39.64 5.30
In Current Accounts 3,172.15 415.81 6,008.78 6,678.86
In Deposit Accounts with less than or 172.39 9,331.57 9,078.16
equal to 3 months maturity
Cash and Gash equivalents as restated 3,209.90 4,627.05 15,379.99 15,802.32

as at the period/years end

 

 

 

 

 

80

 
THE ISSUE

 

Issue of Equity Shares®

Up to 6,61,53,846 Equity Shares, aggregating up to
4,30,000 lakhs

 

 

Of which

 

Employee Reservation Portion’

Up to 10,000 Equity Shares, aggregating up to % 65.00
lakhs

 

 

Net Issue

Up to 6,61,43,846 Equity Shares, aggregating up to 2
4,29,935.00 lakhs

 

 

The Net Issue comprises of:

 

 

A) QIB Portion 2)

Not more than 3,30,71,922 Equity Shares, aggregating up
to % 2,14,967.49 lakhs

 

of which:

 

() Anchor Investor Portion

Up to 1,98,43,153 Equity Shares, aggregating up to
21,28,980.49 lakhs

 

of which
(a) Available for allocation to Mutual Funds only

66,14,385 Equity Shares, aggregating up to 242,993.50
lakhs

 

(b) Balance available for allocation to QIBs including

1,32,28,768 Equity Shares, aggregating up to = 85,986.99

 

 

Mutual Funds lakhs
(ii) Net QIB Portion (given Anchor Investor Portion is| 1,32,28,769 Equity Shares, aggregating up to % 85,986.99

fully subscribed) lakhs

of which:

 

(@) Mutual Funds Portion

6,61,439 Equity Shares, aggregating up to 4,299.35 lakhs

 

(b) Balance for all QIBs including Mutual Funds

1,25,67,330 Equity Shares, aggregating up to 81,687.65
lakhs

 

B) Non-Institutional Portion

Not less than 99,21,577 Equity Shares, aggregating up to
% 64,490.25 lakhs

 

C) Retail Portion

Not less than 2,31,50,347 Equity Shares, aggregating up
to % 1,50,477.26 lakhs

 

 

Pre and post Issue Equity Shares

 

Equity Shares outstanding prior to the Issue (as at the date of
this Prospectus)

29,58,41,007 Equity Shares

 

 

Equity Shares outstanding after the Issue

36,19,94,853 Equity Shares

 

 

Use of Net Proceeds

 

 

See “Objects of the Issue” on page 105 for information in
relation to the use of the Net Proceeds.

 

‘Note: Subject to finalisation of Basis of Allotment. In the event of under-subscription in the Employee Reservation Portion (if any), the
unsubscribed portion will be available for allocation proportionately to all Eligible Employees who have Bid in excess of @ 2,00,000, subject
to the maximum value of allocation made to such Eligible Employee not exceeding @ 5,00,000. The unsubscribed portion, if any, in the
Employee Reservation Portion (after allocation up to  5,00,000), shall be added to the Net Issue. Our Company in consultation with the
BRLMs, may offer a discount of up to 10% of the Issue Price to Eligible Employees bidding in the Employee Reservation Portion which shall
be announced one Working Day prior to the Bid/Issue Opening Date. For further details, see “Issue Procedure” and “Issue Structure” on

page 505 and 502 respectively.

@

The Issue has been authorized by our Board pursuant to its resolution dated November 10, 2020 and June 9, 2021 and has been approved

by our Shareholders at the annual general meeting held on December 21, 2020.

@

Procedure" on page 505.

@

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
Company, in consultation with the BRLMs and the Designated Stock Exchange, subject to applicable laws. For details, see *

 

Our Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis

 

in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds
only, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of
under-subscription in the Anchor Investor Portion, the remaining Equity Shares in the Anchor Investor Portion shall be added to the
Net OIB Portion. For details, see “Issue Procedure” on page 505.

For details, including in relation to grounds for rejection of Bids, refer to “Issue Structure” and “Issue
Procedure” on page 502 and 505, respectively. For details of the terms of the Issue, see “Terms of the Issue”
on page 496.

81
GENERAL INFORMATION

Our Company was incorporated as a public limited company under the Companies Act, 1956, pursuant to a
certificate of incorporation dated January 6, 1986, issued by the RoC. Our Company commenced operations
pursuant to a certificate for commencement of business dated January 14, 1986, issued by RoC. For further details,
including details relating to changes in the registered office, see “History and Certain Corporate Matters” on page
259.

Registered Office of our Company

Ruchi Soya Industries Limited

Ruchi House

Royal Palms, Survey No. 169,

Aarey Milk Colony, Near Mayur Nagar,
Goregaon (East)

Mumbai - 400 065

Maharashtra

Tel: +91-22-61090100 / 200

Email: ruchisoyasecretarial@ruchisoya.com
Website: www.ruchisoya.com

Corporate Office of our Company

Ruchi Soya Industries Limited

Office No. 601, Part B-2, Metro Tower

6th Floor, Vijay Nagar, AB Road

Indore - 452 010

Madhya Pradesh

Tel: +91-731-4767109/4767110

Email: ruchisoyasecretarial@ruchisoya.com
Website: www.ruchisoya.com

Company Registration Number and Corporate Identity Number
The registration number and corporate identity number of our Company are as follows:

Registration number: 038536
Corporate identity number: L15140MH1986PLC038536

The Registrar of Companies
Our Company is registered with the RoC, which is situated at the following address:

Registrar of Companies, Maharashtra at Mumbai
100 Everest Building,

Near to Station,

Marine Lines,

Mumbai — 400 002

Maharashtra

Tel: +91-22-22812627 / 22020295 / 22846954

Board of Directors

The following table sets out the brief details of our Board as on the date of this Prospectus:

 

 

 

Name and designation on the Board DIN Address
Acharya Balkrishna 01778007 | 41 KH Dadu Bagh Kankhal, Haridwar, Uttarakhand 249
Chairman and Non-Executive Non- 408
Independent Director
Ramdev 08086068 | 41K, Dadu Bagh, Kankhal, Haridwar 249 408

 

 

 

 

 

82
 

 

 

 

 

 

 

 

 

Name and designation on the Board DIN Address
Non-Executive Non-Independent Director
Ram Bharat 01651754 | House no. 90, Vidya Vihar Colony, Kankhal, Haridwar,
Managing Director Uttarakhand 249 408
Girish Kumar Ahuja 00446339 | A 53, Kailash Colony, Greater Kailash S.O., South Delhi,
Independent Director Delhi — 110 048
Tejendra Mohan Bhasin 03091429 | 331, Bhera Enclave, Opp. Radisson Blue Hotel, Paschim
Independent Director Vihar, West Delhi — 110 087
Gyan Sudha Misra 07577265 | D-78, Panchsheel Enclave, Delhi — 110 017
Independent Director

 

 

For further details in relation to our Directors, see “Our Management — Board of Directors” on page 272.

Company Secretary and Compliance Officer

Ramji Lal Gupta is the Company Secretary and Compliance Officer of our Company. His contact details are as

follows:

601, Part B-2, 6th Floor,

Metro Tower,

Vijay Nagar,

A.B. Road,

Indore - 452 010

Madhya Pradesh

Tel: +91-731-4767009 / 109

E-mail: ruchisoyasecretarial@ruchisoya.com

Registrar to the Issue

Link Intime India Private Limited

C-101, 247 Park

L. B. S. Marg, Vikhroli (West)

Mumbai 400 083

Tel: +91 22 4918 6200

E-mail: ruchisoya.fpo@linkintime.co.in

Investor grievance email: ruchisoya.fpo@linkintime.co.in
Website: www.linkintime.co.in

Contact Person: Shanti Gopalkrishnan

SEBI Registration No.: INR000004058

Book Running Lead Managers

SBI Capital Markets Limited
202, Maker Tower ‘E’

Cuffe Parade

Mumbai — 400 005

Maharashtra

Tel: + 91 22-2217 8300

E-mail: rsil.ipo@sbicaps.com

Investor Grievance E-mail:
investor.relations@sbicaps.com
Website: www.sbicaps.com

Contact Person: Aditya Deshpande
SEBI Registration No.: INM000003531

Co-Manager to the Issue

SKI Capital Services Limited
718, Dr. Joshi Road,

Axis Capital Limited
1st floor, Axis House

C-2 Wadia International Centre
P.B. Marg, Worli

Mumbai — 400 025

Maharashtra

Tel: + 91 22-4325 2183

Email: rsil.fpo@axiscap.in
Investor Grievance e-mail:
complaints@axiscap.in

Website: www.axiscapital.co.in
Contact Person: Pratik Pednekar
SEBI Registration No.:
INM000012029

83.

ICICI Securities Limited

ICICI Venture House,

Appasaheb Marathe Marg, Prabhadevi
Mumbai — 400 025

Maharashtra

Tel: + 91 226807 7100

Email: rsil.fpo@icicisecurities.com
Investor Grievance e-mail:
customercare@icicisecurities.com
Website: www. icicisecurities.com
Contact Person: Shekher Asnani /
Gaurav Mittal

SEBI Registration No.: INM000011179

 
Karol Bagh, New Delhi - 110005
Tel: + 91 11-4118 9899
E-mail: rsil.fpo@skicapital.net

Investor Grievance E-mail: investor.relations@skicapital.net

Website: www.skicapital.net
Contact Person: Manick Wadhwa
SEBI Registration No.: INM000012768

Syndicate Members

Investec Capital Services (India) Private Limited

1103-04, 11" Floor, B- Wing

Parinee Crescenzo

Bandra Kurla Complex

Mumbai 400 051

Tel: +9122 6849 7400

Email: kunal.naik@investec.co.in

Website: https://www.investec.com/india.html
Contact person: Kunal Naik

SEBI Registration No: INZ000007138

  

SBICAP Securities Limited

Marathon Futurex,

B-Wing, Unit 1201,

12th Floor,

N. M. Joshi Marg,

Lower Parel East,

Mumbai — 400 013

Tel: 022-42273300

Email: Archana.Dedhia@sbicapsec.com
Website: www.sbismart.com

Contact person: Archana Dedhia

SEBI Registration No: INZ000200032

Statement of inter-se allocation of responsibilities among the Book Running Lead Managers

The responsibilities and coordination by the BRLMs for various activities in the Issue are as follows:

 

S. No.

Activity

Responsibility

Coordinator

 

1.

Capital structuring, due diligence of the Company including its
operations/management/business plans/legal etc. Drafting and design of the
Draft Red Herring Prospectus, Red Herring Prospectus, Prospectus, abridged
prospectus and application form. The BRLMs shall ensure compliance with
stipulated requirements and completion of prescribed formalities with the
Stock Exchanges, RoC and SEBI including finalisation of Prospectus and RoC
filing.

BRLMs

SBICAP

 

Drafting and approval of all statutory advertisement.

BRLMs

SBICAP

 

Drafting and approval of all publicity material other than statutory
advertisement as mentioned above including corporate advertising, brochure,
etc. and filing of media compliance report.

BRLMs

I-SEC

 

Appointment of intermediaries — Registrar to the Issue, advertising agency,
Banker(s) to the Issue, Sponsor Bank, printer and other intermediaries,
including coordination of all agreements to be entered into with such
intermediaries.

BRLMs

AXISCAP

 

International institutional marketing of the Issue, which will cover, inter alia:
Preparation of road show presentation and frequently asked questions

e marketing strategy;

Finalizing the list and division of investors for one-to-one meetings; and
Finalizing road show and investor meeting schedule.

BRLMs

I-SEC.

 

Domestic institutional marketing of the Issue, which will cover, inter alia:

e marketing strategy;

Finalizing the list and division of investors for one-to-one meetings; and
¢ Finalizing road show and investor meeting schedule.

BRLMs

SBICAP

 

 

 

Retail and non-institutional marketing of the Offer, which will cover, inter-

alia:

¢  Finalising media, marketing, public relations strategy and publicity
budget including list of frequently asked questions at retail road shows;

¢ — Finalising collection centres;

 — Finalising centres for holding conferences for brokers etc.

e _Finalising commission structure; and

 

BRLMs

 

AXISCAP

 

84

 
 

S.No. Activity Responsibility | Coordinator

 

Follow-up on distribution of publicity and Offer material including form,
RHP/Prospectus and deciding on the quantum of the Offer material.

 

 

8. |Managing the book and finalization of pricing in consultation with the| | BRLMs L-SEC
Company.
9. [Coordination with Stock Exchanges for book building software, bidding) | BRLMs SEC

terminals, mock trading, payment of 1% security deposit (if any), anchor
coordination, anchor CAN and intimation of anchor allocation.

 

10. | Post-Issue activities, which shall involve essential follow-up with Bankers to BRLMs AXISCAP
the Issue and SCSBs to get quick estimates of collection and advising
Company about the closure of the Issue, based on correct figures, finalisation
of the basis of allotment or weeding out of multiple applications, listing of
instruments, dispatch of certificates or demat credit and refunds, and
coordination with various agencies connected with the post-Issue activity such
as Registrar to the Issue, Bankers to the Issue, Sponsor Bank, SCSBs including
responsibility for underwriting arrangements, as applicable.

Coordinating with Stock Exchanges and SEBI for submission of all post-Issue
reports including the initial and final post-Issue report to SEBI, release of 1%
security deposit post closure of the Issue, if any.

 

 

 

 

 

 

Indian Legal counsel to our Company

Khaitan & Co

One World Centre

10th and 13th Floors, Tower 1C
841, Senapati Bapat Marg
Mumbai — 400013
Maharashtra

Tel: +91 22 6636 5000

Indian Legal counsel to the Book Running Lead Managers

AZB & Partners AZB & Partners

AZB House AZB House, Peninsula Corporate Park
Plot No. A8, Sector-4 Ganpatrao Kadam Marg, Lower Parel
Noida 201 301 Mumbai 400 013

Tel: +91 120 417 9999 Tel: + 91 22 6639 6880

Special international legal counsel to the Book Running
Lead Managers

Duane Morris & Selvam LLP
16 Collyer Quay, #17-00
Singapore 049318

Tel: +65 6311 0030

Statutory Auditors to our Company

Chaturvedi & Shah LLP

714 - 715, Tulsiani Chambers

212, Nariman Point,

Mumbai — 400021

Maharashtra

E-mail: cas@cas.ind.in

Tel: +91-22-30218500

ICAI Firm registration number: 101720W/W100355
Peer review number: 012140

There has been no change in our statutory auditors in the three years preceding the date of this Prospectus.

85
Banker(s) to our Company

State Bank of India
Commercial Branch

GPO Complex, Indore - 452 001
Madhya Pradesh

Tel: +91-731-4273248

Email: rmamt3.09632@sbi.co.in
Contact Person: Vivek Pande

Union Bank of India

Industrial Finance Branch

Union Bank Bhavan, 1st Floor

239, Vidhan Bhavan Marg

Nariman Point

Mumbai- 400 021

Maharashtra

Tel: 022 2289 2158

Email: ifbmumbai@unionbankofindia.com
Contact Person: Pranab Das

Indian Bank

210, Mittal Towers, B Wing

Nariman Point

Mumbai- 400 021

Maharashtra

Tel: +91-022-40178013

Email: |lcbmumbai@indianbank.co.in
Contact Person: Akash Vishwakarma

Punjab National Bank

Mid Corporate Centre - Haridwar
Sector-4 BHEL

Ranipur, Haridwar- 249 401
Uttarakhand

Tel: +91-67956691

Email: mcc6282@pnb.co.in
Contact Person: Ramesh Kumar

Canara Bank

Large Corporate Branch

1st Floor, Sarojini House

6, Bhagwan Das Road

New Delhi- 110 001

Delhi

Tel: +91-011-23381330

Email: cb19095@canarabank.com
Contact Person: Sooraj Jayasawal

Escrow Collection Bank, Refund Bank and Sponsor Banks

Axis Bank Limited

Kamal Palace

1 Y.N. Road

Indore — 452 003

Madhya Pradesh

Tel: 0731- 4295295 / 0731-4295333

Email: indore.branchhead@axisbank.com
Website: www.axisbank.com

Contact Person: Ajay Kumar Garg

SEBI Registration Number: INBI00000017

 

Kotak Mahindra Bank Limited

Kotak Infiniti, 6" Floor,

Building No. 21, Infinity Park

Off Western Express Highway

Genera AK Vaidya Marg, Malad (East)
Mumbai 400 097

Tel: +91 022 6605 6588

Email: cmsipo@kotak.com

Website: www.kotak.com

Contact Person: Kushal Patankar
SEBI Registration Number: INBI000000927

86

HDFC Bank Limited

HDFC Bank Limited, FIG —- OPS Department
I Think Techno Campus O-3 Level

Next to Kanjurmarg Railway Station,
Kanjurmarg (East)

Mumbai — 400 042

Tel: +91 22 3075 2927/ +91 22 3075 2928/ +91 22 3075
2914

Email: Tushar.Gavankar@hdfcbank.com, Siddharth.
Jadhav@hdfcbank.com, Neerav.Desai@hdfcbank.com
Contact Person: Tushar Gavankar, Siddharth Jadhav and
Neerav Desai

SEBI Registration Number: INB100000063

Lodha
Public Issue Account Bank

State Bank of India

Capital Markets Branch

Mumbai Main Branch Bldg

Mumbai Samachar Marg

Fort, Mumbai — 400023

Maharashtra

Tel: 022-22719102 / 022-22719112

Email: sbi.11777@sbi.co.in / nib.11777@sbi.co.in
Website: www.sbi.co.in

Contact Person: Neetha Shetty

SEBI Registration Number: INBI00000038

Legal Counsel to our Promoters and Advisor to our Company

Vaish Associates, Advocates
11th Floor, Mohan Dev Building
13, Tolstoy Marg

New Delhi — 110 001

Tel: 011- 4249 2515

Designated Intermediaries
Self-Certified Syndicate Banks

The list of SCSBs notified by SEBI for the ASBA process is available on the SEBI website at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be
prescribed by SEBI from time to time.

A list of the Designated SCSB Branches with which an ASBA Bidder (other than an RIB using the UPI
Mechanism), not Bidding through Syndicate/Sub Syndicate or through a Registered Broker, may submit the
ASBA Forms, is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=34, and at such other
websites as may be prescribed by SEBI from time to time.

Further, the branches of the SCSBs where the Designated Intermediaries could submit the ASBA Form(s) of
Bidders (other than RIBs) is provided on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=35 which may be
updated from time to time or at such other website as may be prescribed by SEBI from time to time.

Self-Certified Syndicate Banks eligible as Issuer Banks for UPI

The list of SCSBs through which Bids can be submitted by RIBs using the UPI Mechanism, including details such
as the eligible Mobile Apps and UPI handle which can be used for such Bids, is available on the website of the
SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40, which may
be updated from time to time or at such other website as may be prescribed by SEBI from time to time.

Syndicate SCSB Branches

In relation to Bids (other than Bids by Anchor Investors and RIBs) submitted under the ASBA process 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 at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=35, which
may be updated from time to time or any such other website as may be prescribed by SEBI from time to time. For
more information on such branches collecting Bid cum Application Forms from the Syndicate at Specified
Locations, see the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=35 or any such other
website as may be prescribed by SEBI from time to time.

87
The Underwriting Agreement is dated March 31, 2022. The Underwriters have indicated their intention to
underwrite the following number of Equity Shares:

The Underwriting Agreement has not been executed as on the date of this Prospectus and will be executed after
determination of the Issue Price and allocation of Equity Shares, but prior to the filing of the Prospectus with the
RoC. This portion has been intentionally left blank and will be filled in before filing of the Prospectus with the
RoC

 

 

‘Name, address, telephone and e-mail of the Indicative Number of Equity Shares ‘Amount Underwritten
Underwriters to be Underwritten (in Z lakhs)
SBI Capital Markets Limited 2,20,51,082.00 1,43,332.03

202, Maker Tower ‘E’
Cuffe Parade, Mumbai ~ 400 005, Maharashtra
Tel: + 91 22-2217 8300
E-mail: rsil.ipo@sbicaps.com
Investec Capital Services (India) Private Limited 100.00 0.65
1103-04, 11th Floor, B- Wing
Parinee Crescenzo
Bandra Kurla Complex
Mumbai 400 051
Tel: +9122 6849 7400
Email: kunal.naik@investec.co.in
SBICAP Securities Limited 100.00 0.65
Marathon Futurex,
B-Wing, Unit 1201,
12th Floor,
N. M. Joshi Marg,
Lower Parel East,
Mumbai ~ 400 013
Tel: 022-42273300
Email: Archana.Dedhia@sbicapsec.com
Axis Capital Limited
Ist floor, Axis House
C-2 Wadia International Centre
P.B. Marg, Worli
Mumbai ~ 400 025, Maharashtra
Tel: + 91 22-4325 2183
Email: rsil.fpo@axiscap.in
ICICI Securities Limited
ICICI Venture House
Appasaheb Marathe Marg, Prabhadevi
Mumbai ~ 400 025, Maharashtra
Tel: + 91 226807 7100
Email: rsil.fpo@icicisecutiries.com

 

 

 

 

2,20,51,282.00 1,43,333.33

 

2,20,51,282.00 143,333.33

 

 

 

 

 

The abovementioned underwriting commitment is indicative and will be finalized after finalisation of Basis of
Allotment and will be subject to the provisions of the SEBI ICDR Regulations.

In the opinion of our Board of Directors, the resources of the Underwriters are sufficient to enable them to
discharge their respective underwriting obligations in full. The Underwriters are registered with the SEBI under
Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchange(s). Our Board, 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 Underwriters may not necessarily be in proportion to their underwriting commitments.
Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with
respect to Equity Shares allocated to investors procured by them in accordance with the Underwriting Agreement.

Subject to the applicable laws and pursuant to the terms of the Underwriting Agreement, the BRLMs will be
responsible for bringing in the amount devolved in the event that the Syndicate Members do not fulfil their
underwriting obligations.

Filing
A copy of the Draft Red Herring Prospectus was filed through the SEBI Intermediary Portal at
https://sipotal.sebi.gov.in, in accordance with SEBI circular bearing reference SEBI/HO/CFD/DIL1/CIR/P/2018/

011 dated January 19, 2018 and at cfddil@sebi.gov.in, in accordance with the instructions issued by SEBI on
March 27, 2020, in relation to “Easing of Operational Procedure — Division of Issues and Listing - CFD”.

89
Registered Brokers

The list of the Registered Brokers eligible to accept ASBA Forms from Bidders (other than RIBs), including
details such as postal address, telephone number and e-mail address, is provided on the websites of the BSE and
the NSE at http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx? and
https://www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm, respectively, as updated from
time to time.

Registrar and Share Transfer Agents

The list of the RTAs eligible to accept ASBA Forms from Bidders (other than RIBs) 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 http://www. bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and
http://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 from Bidders (other than RIBs) at the Designated CDP
Locations, including details such as name and contact details, is provided on the websites of BSE at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and on the website of NSE at
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, as updated from time to time.
Credit Rating

As this is an Issue consisting only of Equity Shares, there is no requirement to obtain credit rating for the Issue.

Debenture Trustee

As this is an Issue consisting only of Equity Shares, the appointment of a debenture trustee is not required for the
Issue.

Appraising Entity

No appraising entity has been appointed in relation to the Issue.

Monitoring Agency

Our Company in compliance with Regulation 137(1) of the SEBI ICDR Regulations has appointed State Bank of
India as the Monitoring Agency for monitoring the utilization of the Net Proceeds from the Issue. For details in
relation to the proposed utilisation of the Net Proceeds from the Issue, please see “Objects of the Issue” on page
105.

Grading of the Issue

No credit agency registered with SEBI has been appointed for obtaining grading for the Issue.

Green Shoe Option

No green shoe option is contemplated under the Issue.

Underwriting Agreement

After the determination of the Issue Price and allocation of Equity Shares but prior to the filing of the Prospectus
with the RoC, our Company have entered into an Underwriting Agreement with the Underwriters for the Equity
Shares proposed to be offered through the Issue. The extent of underwriting obligations and the Bids to be
underwritten in the Issue shall be as per the Underwriting Agreement. Pursuant to the terms of the Underwriting

Agreement, the obligations of the Underwriters will be several and will be subject to certain conditions to closing,
as specified therein.

88
A copy of the Red Herring Prospectus, along with the material contracts and documents referred to herein has
been filed with the RoC at its office and through the electronic portal at http://www.mca.gov.in/
mcafoportal/loginvalidateuser.do.

A copy of the Red Herring Prospectus has been filed Through the SEBI Intermediary Portal at
https://sipotal.sebi.gov.in, in accordance with SEBI circular bearing reference SEBI/HO/CFD/DIL1/CIR/P/2018/
011 dated January 19, 2018 and at cfddil@sebi.gov.in, in accordance with the instructions issued by SEBI on
March 27, 2020, in relation to “Easing of Operational Procedure — Division of Issues and Listing - CFD”.

A copy of this Prospectus, along with the material contracts and documents referred to therein shall be filed with
the RoC at its office and through the electronic portal at http://www.mca.gov.in/ mcafoportal/loginvalidateuser.do.
Subsequent to such filing of the Prospectus with the Roc, a copy of such Prospectus will be filed through the SEBI
Intermediary Portal at https://sipotal.sebi.gov.in, in accordance with SEBI circular bearing reference number
SEBI/HO/CFD/DIL1/CIR/P/2018/ 011 dated January 19, 2018 and at cfddil@sebi.gov.in, in accordance with the
instructions issued by SEBI on March 27, 2020, in relation to “Easing of Operational Procedure — Division of
Issues and Listing - CFD”.

Book Building Process

The book building process, in the context of the Issue, referred to the process of collection of Bids from investors
on the basis of this Prospectus and the Bid cum Application Form and the Revision Form within the Price Band.
The Price Band and the Minimum Bid Lot was decided by our Company in consultation with the BRLMs, and
was advertised in all editions of Financial Express (a widely circulated English national daily newspaper), and all
editions of Jansatta (a widely circulated Hindi national daily newspaper), and Mumbai edition of Navshakti (a
widely circulated Marathi daily newspaper, where the registered office of our Company is located), at least one
Working Day prior to the Bid/Issue Opening Date was made available to the Stock Exchanges for the purpose of
uploading on their respective websites. The Issue Price shall be determined by our Company in consultation with
the BRLMs after the Bid/ Issue Closing Date.

All Bidders, other than Anchor Investors, participated through the ASBA process by providing the details
of their respective ASBA Account in which the corresponding Bid Amount was blocked by the SCSBs. RIBs
participated through the ASBA process by either; (a) providing the details of their respective ASBA
Account in which the corresponding Bid Amount was blocked by the SCSBs or; (b) through the UPI
Mechanism. Anchor Investors were not permitted to participate in the Issue through the ASBA process.

In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders were not permitted
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. RIBs and Eligible Employees Bidding in the Employee Reservation Portion could revise their
Bids during the Bid/ Issue Period and withdraw their Bids until the Bid/ Issue Closing Date. Further,
Anchor Investors could not withdraw their Bids after the Anchor Investor Bidding Date. Allocation to QIBs
(other than Anchor Investors) and Non-Institutional Buyers will be on a proportionate basis while
allocation to Anchor Investors would be on a discretionary basis. For further details, see “Terms of the
Issue” and “Issue Procedure” on pages 496 and 505, respectively.

The process of Book Building under the SEBI ICDR Regulations and the Bidding Process are subject to change
from time to time and the investors are advised to make their own judgment about investment through this process
prior to submitting a Bid in the Issue.

Bidders should note that the Issue is also subject to obtaining (i) final approval of the RoC after this Prospectus is
filed with the RoC; and (ii) final listing and trading approvals from the Stock Exchanges, which our Company
shall apply for after Allotment.

Each Bidder, by submitting a Bid in the Issue, will be deemed to have acknowledged the above restrictions and
the terms of the Issue.

For further details on the method and procedure for Bidding, see “Issue Procedure” on page 505.

90
CAPITAL STRUCTURE

The share capital of our Company as on the date of this Prospectus is set forth below:

(In except share data)

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7 ‘Aggregate value at Issue
Aggregate nominal value | “S8"°8a0" V2
A | AUTHORIZED SHARE CAPITAL”
2,11,20,50,000 Equity Shares of face value of % 2 each 4,22,41,00,000 -
5,30,64,000 Preference Shares of face value of % 100 each 5,30,64,00,000 z
B_| ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE ISSUE
29,58,41,007 Equity Shares of face value of & 2 each 59, 16,82,014 =
4,50,00,000 Preference Shares of face value of ¥ 100 each 4,50,00,00,000 -
C_| PRESENT ISSUE IN TERMS OF THIS PROSPECTUS
Issue of up to 6,61,53,846 Equity Shares aggregating up to = 13,23,07,692 42,99,99,99,900
4,30,000 lakhs @)
Of which:
Employee Reservation Portion of up to 10,000 Equity Shares, 20,000 65,00,000
aggregating up to % 65 lakhs
Net Issue of up to 6,61,43,846 Equity Shares aggregating up 13,22,87,692 42,99,34,99,900
to % 429,935 lakhs
D_ | ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL AFTER THE ISSUE
36,19,94,853 Equity Shares of face value of € 2 each* 72,39,89,706
E_| SECURITIES PREMIUM ACCOUNT
Before the Issue 451,86,45,497.17
‘After the Issue 47,38,63,37,705.17

 

 

 

o

2

‘Subject to finalisation of Basis of Allotment.

For details in relation to the changes in the authorised share capital of our Company, see “History and Certain Corporate Matters

Amendments to our Memorandum of Association” on page 259.

The Issue has been authorized by a resolution of our Board dated November 10, 2020 and June 9, 2021, and a special resolution of

our Shareholders dated December 21, 2020.

Notes to the Capital Structure

Equity Share Capital History of our Company
Share capital history of our Company

(i) Equity Share capital:

The history of the Equity Share capital of our Company is set forth in the table below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Novel Cumulative
Date of equity Face Issue Reason/Nature of Form of aes
allotment shares | value (2) | price (2) allotment consideration 2

allotted equity shares
January 70 10 10 {Initial subscription to the |Cash 70
1986 Memorandum of

Association”)
April 26, 1986 12,49,930 10 10 [Public issue Cash 12,50,000
July 20, 1987 26,62,715, 10 |Not (Conversion of debentures) {Other than 39,12,715,
applicable cash

September 16,|  14,47,065 10 14 |Conversion of debentures at |Cash 53,59,780
1990 a premium®
March 15,/_11,57,652 10 20 [Conversion of debentures at [Cash 65,17,432
1992 a premium
November 2,|  65,07,678 10 60 [Rights issue Cash 1,30,25,110
1992

 

91

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noro Cumulative
Date of equity Face Issue Reason/Nature of Form of eae or
allotment shares | value (2) | price (2) allotment consideration | Na
allotted quity shares
March 22,|  11,75,000 10 143.5 [Preferential allotment Cash 1,42,00,110
1994
September 29, 8,53,250 10 28 |Preferential allotment Cash 1,50,53,360
1999
[December 29,}  40,98,545 10 42 [Preferential allotment Cash 1,91,51,905
2000
March 31,{ _ 19,00,000 10 53 [Preferential allotment Cash 2,10,51,905
2003
March 14,|_ 88,74,000 10 300 Equity Shares underlying [Cash 2,99,25,905
2006 global depository receipt
[December 23,|  65,52,107 10 |Not Allotment pursuant to a [Other than 3,64,78,012
2006 applicable_|scheme of amalgamation [cash
[November _ 3, |Sub-division of equity shares") 18,23,90,060
2007
March 31,|  64,00,000 2 77.5 [Conversion of warrants™ — [Cash 18,87,90,060
2008
July 27,2009 | 3,00,00,000 2 35 [Preferential allotment™ (Cash 21,87,90,060
October 1, 1,98,800 2 35 [Exercise of options granted _|Cash 21,89,88,860
2009 ‘under ESOP- 2007
January 30,| 2,27,46,000 2 35 [Conversion of warrants") [Cash 24,17,34,860
2010
March 30, | 2,11,54,000 2 35 [Conversion of warrants™ [Cash 26,28,88,860
2010
July 31,2010 | 1,50,00,000 2 [Not Scheme of amalgamation®? [Other than 27,78,88,860
applicable cash
August 28, 2,70,250 2 35 [Exercise of options granted |Cash 27,81,59,110
2010 ‘under ESOP- 2007
August 28, | 1,25,00,000 2 35 [Conversion of warrants" [Cash 29,06,59,110
2010
September 25, | 2,03,30,000 2 [Not Scheme of merger and [Other than 31,09,89,110
2010 applicable amalgamation cash
[November 10, 2,28,900 2 35 [Exercise of ESOP grant |Cash 31,12,18,010
2010 ‘under ESOP- 2007
January _17,| 2,13,08,462 2 [Not Scheme of merger and [Other than 33,25,26,472
2011 applicable amalgamation”) cash
May 14, 2011 4,91,950 2 35 [Exercise of options granted |Cash 33,30,18,422
junder ESOP- 2007
[November 14, 3,40,150 2 35 [Exercise of options granted |Cash 33,33,58,572
2011 ‘under ESOP- 2007
May 12, 2012 81,050 2 35 [Exercise of options granted |Cash 33,34,39,622
‘under ESOP- 2007
(October 20, 4,82,950 2 35 [Exercise of options granted |Cash 33,39,22,572
2012 ‘under ESOP- 2007
May 28, 2013 1,23,850 2 35 [Exercise of options granted |Cash 33,40,46,422
‘under ESOP- 2007
May 30, 2014 14,000 2 35 [Exercise of options granted |Cash 33,40,60,422
‘under ESOP- 2007
May 27, 2015 ‘40,300 2 35 [Exercise of options granted |Cash 33,41,00,722
‘under ESOP- 2007
[December 17, [Reduction of capital 33,41,007
2019
[December 18, | 29,25,00,000 2 [Not Implementation of _ the [Other than 29,58,41,007
2019 applicable |Patanjali Resolution Plan” |cash

 

 

 

 

 

 

 

Allotment of 10 equity shares of face value & 10 each to Sanjay Jhalani, Suresh Sahara, Abha Shahra, Brajesh Kumar, Vinay
Shah, Vinod Gupta, and Praveen Khandelwal pursuant to their subscription to the MoA.

© Part conversion of 5,32,543 partly convertible debentures of € 150 each into 26,62,715 equity shares of face value 10 each.

© Conversion of 2,89,413 fully convertible debentures of € 150 each into 14,47,065 equity shares of face value € 10 each.

 ~ Part conversion of 2,89,413 fully convertible debentures of € 150 each into 11,57,652 equity shares of face value & 10 each at a

premium of @ 10 each

92

 
()

© Allotment of 65,07,678 equity shares of face value & 10 each on rights basis.

(© Allotment of 2,50,000 equity shares of face value € 10 each to Citycorp Trustee Company Limited, 2,50,000 equity shares of face
value € 10 each to Fledgeling Nominees International Limited and 6,75,000 equity shares of face value € 10 each to Fidelity
Funds.

© Allotment of 3,03,250 equity shares of face value % 10 each to Antarika Resources Limited and 5,50,000 equity shares of face
value & 10 each to Jayati Finance and Investment Private Limited.

Allotment of 7,99,393 equity shares of face value ® 10 each to Rich Knight Finance Limited, 7,99,143 equity shares of face value
% 10 each to Join Pacific Intl. Ltd., 5,38,864 equity shares of face value € 10 each to Antarika Resources Limited, 8,00,216 equity
shares of face value € 10 each to All Perfect International Limited, 6,62,929 equity shares of face value % 10 each to Merdale
Investment Company Limited, 4,00,000 equity shares of face value 10 each to Avanti Finance Limited and 1,00,000 equity
shares of face value € 10 each to Mahakosh Papers Private Limited.

© Allotment of 9,50,000 equity shares of face value € 10 each to Dynamic Sino Industries Limited and 9,50,000 equity shares of

face value & 10 each to Everlead Trading Limited.

@0) Allotment made pursuant to the scheme of amalgamation sanctioned by the High Court of Bombay dated June 16, 2006 of Aneja

Solvex Limited, Ruchi Credit Corporation Limited with our Company, where all shares of Aneja Solvex Limited were cancelled
and in ratio of 4 equity shares of face value € 10 each of our Company for every 29 equity shares of Ruchi Credit Corporation
Limited; the Composite scheme of amalgamation and arrangement sanctioned by the High Court of Bombay dated June 30, 2006
of Anik Industries Limited, General Foods Limited, Madhya Pradesh Glychem Industries Limited, Ruchi Health Foods Limited,
Ruchi Private Limited, Nutrela Marketing Private Limited with our Company in the ratio of 20 equity shares of face value & 10
each of our Company for every 33 equity shares of General Foods Limited, 2 equity shares of face value & 10 each of our Company
for every 25 equity shares of Ruchi Health Foods Limited and 53 equity shares of face value & 10 each of our Company for every
2 equity shares of Ruchi Private Limited; and the scheme of amalgamation sanctioned by the High Court of Bombay dated
November 17, 2006 of Param Industries Limited and our Company, in the ratio of 2 equity shares of face value & 10 each of our
Company for every 3 equity shares of Param Industries Limited. For more details in relation to the schemes, see “Material
Contracts and Documents for Inspection” on page 554,

) Our Company has, pursuant to a resolution of our Board dated August 31, 2007, and a Shareholders’ resolution dated September
29, 2007, sub-divided equity shares of face value of 210 each to Equity Shares of face value of 22 each. Accordingly, the number
of issued and paid-up Equity Shares of our Company was sub-divided from 5,50,00,000 Equity Shares of 210 each to 27,50,00,000
Equity Shares of 22 each

 

 

 

“2 Conversion of warrants and allotment of 40,00,000 Equity Shares to Soyumm Marketing Private Limited and 24,00,000 Equity

Shares to Dinesh Chandra Shahra.
(9) Allotment of 1,50,00,000 Equity Shares to Cresta Fund Limited and 1,50,00,000 Equity Shares to Albula Investment Fund Limited.

9 Conversion of warrants and allotment of 25,00,000 Equity Shares to Sarvesh Shahra, 20,00,000 Equity Shares to Amrita Shahra,
46,81,000 Equity Shares to Nitesh Shahra, 1,09,55,000 Equity Shares to Spectra Realties Pvt. Ltd. and 26,10,000 Equity Shares
to Dinesh Chandra Shahra (HUF).

9) Conversion of warrants and allotment 5,00,000 Equity Shares to Amrita Shahra, 13,19,000 Equity Shares to Nitesh Shahra,
70,45,000 Equity Shares to Spectra Realties Pvt. Ltd., 1,03,90,000 Equity Shares to Dinesh Chandra Shahra (HUF) and 19,00,000
Equity Shares to Dinesh Chandra Shahra.

9 Allotment made pursuant to the scheme of amalgamation sanctioned by the High Court of Bombay on May 7, 2010 of Mac Oil
Palm Limited and our Company. For more details in relation to the schemes, see “Material Contracts and Documents for
Inspection" on page 554.

(Conversion of warrants and allotment of 1,25,00,000 Equity Shares to Dinesh Chandra Shahra (trustee of Shiva Foundation).

8) Allotment pursuant to the scheme of amalgamation sanctioned by the High Court of Bombay on July 9, 2010 of Palm Tech India

Limited and our Company, in the ratio of 19 Equity Shares of our Company for every 25 equity shares of Palm Tech India Limited.
For more details in relation to the schemes, see “Material Contracts and Documents for Inspection” on page 554.

9) Allotment pursuant to the scheme of amalgamation sanctioned by the High Court of Bombay on December 16, 2010 of Sunshine
Oleochem Limited and our Company, in the ratio of 1 Equity Share of our Company for every 13 equity shares of Sunshine
Oleochem Limited. For more details in relation to the schemes, see “Material Contracts and Documents for Inspection” on page
554,

9 Reduction and consolidation of capital pursuant to NCLT Order dated July 24, 2019 and September 4, 2019 at a reduction ratio
of 100:1.

0 Allotment of 14,25,00,000 Equity Shares to Patanjali Ayurved Limited, 6,00,00,000 Equity Shares to Divya Yog Mandir Trust,
5,00,00,000 Equity Shares to Patanjali Parivahan Private Limited and 4,00,00,000 Equity Shares to Patanjali Gramudhyog Nayas
pursuant to the scheme of restructuring and amalgamation (forming part of the Patanjali Resolution Plan) sanctioned by the
NCLT Order dated July 24, 2019 read with the order dated September 4, 2019 of Patanjali Consortium Adhigrahan Private
Limited and our Company in the ratio of 1 Equity Share of our Company for every 1 equity share of Patanjali Consortium
Adhigrahan Private Limited. For details of the NCLT Order, see “History and Certain Other Corporate Matters ~ Patanjali
Resolution Plan” on page 261

Equity Shares issued for consideration other than cash or out of revaluation reserve
Our Company has not issued any Equity Shares out of its revaluation reserve.

Except as set forth below, our Company has not issued any Equity Shares for consideration other than cash:

93
 

No. of

 

 

Date of Equity Face Issue price (2) Reason/Nature of Benefits accrued to our
allotment | Shares _ | value (2) allotment Company
allotted
July 20, 1987] 26,62,715 10 [Not applicable Conversion of -
debentures“)
[December 65,52,107 10 [Not applicable [Allotment pursuant to [Transfer of all properties, assets
23, 2006 a scheme of merger |(moveable or immovable, tangible

and amalgamation?) or intangible) including all rights,
titles, lease, tenancy, contracts,
consents and approvals and
liabilities including —_ existing
charges / mortgages /
Ihypothecations over assets from the
transferor companies to our
(Company.

 

July 31, 2010] 1,50,00,000

N

Not applicable [Scheme of merger and [Transfer of all properties, assets
amalgamation® (moveable or immovable, tangible
lor intangible) including all rights,
titles, lease, tenancy, contracts,
consents and approvals and
liabilities including —_ existing
charges / mortgages /
Ihypothecations over assets from the
transferor companies to our
(Company.

 

September | 2,03,30,000

N

Not applicable [Scheme of merger and [Transfer of all properties, assets

25, 2010 amalgamation (moveable or immovable, tangible

lor intangible) including all rights,
titles, lease, tenancy, contracts,
consents and approvals and
liabilities including —_ existing

charges / mortgages /
lhypothecations over assets to our
(Company.

 

January 17,) 2,13,08,462

N

Not applicable [Scheme of merger and [Transfer of the whole business

2011 amalgamation® undertaking including — all

properties, assets (moveable or
immovable, tangible or intangible)
including all rights, titles, lease,
tenancy, contracts, consents and
approvals and liabilities including
existing charges / mortgages /
lhypothecations over assets to our
(Company.

 

December _ | 29,25,00,000

N

Not applicable Implementation of the [Completion of the CIRP initiated

18, 2019 Patanjali Resolution |with respect to our Company

 

Plan) [without initiation of liquidation in
terms of IBC.

 

 

 

 

 

 

a

2

@

Part conversion of 5,32,543 partly convertible debentures of € 150 each into 26,62,715 equity shares of face value & 10 each,

Allotment made pursuant to the composite scheme of amalgamation sanctioned by the High Court of Bombay dated June 16, 2006
of Aneja Solvex Limited, Ruchi Credit Corporation Limited and our Company, where all shares of Anija Solvex Limited were
cancelled and in ratio of 4 Equity Shares of face value & 10 each of our Company for every 29 equity shares of Ruchi Credit
Corporation Limited; the scheme of amalgamation sanctioned by the High Court of Bombay dated June 30, 2006 of Anik Industries
Limited, General Foods Limited, Madhya Pradesh Glychem Industries Limited, Ruchi Health Foods Limited, Ruchi Private
Limited, Nutrela Marketing Private Limited and our Company in the ratio of 20 Equity Shares of face value % 10 each of our
Company for every 33 equity shares of General Foods Limited, 2 Equity Shares of face value % 10 each of our Company for every
25 equity shares of Ruchi Health Foods Limited and 53 Equity Shares of face value & 10 each of our Company for every 2 equity
shares of Ruchi Private Limited; and the scheme of amalgamation sanctioned by the High Court of Bombay dated November 17,
2006 of Param Industries Limited and our Company, in the ratio of 2 Equity Shares of face value € 10 each of our Company for
every 3 equity shares of Param Industries Limited. For more details in relation to the schemes, see “Material Contracts and
Documents for Inspection” on page 544.

Allotment made pursuant to the scheme of amalgamation sanctioned by the High Court of Bombay on May 7, 2010 of Mac Oil

Palm Limited and our Company. For more details in relation to the schemes, see “Material Contracts and Documents for
Inspection” on page 544,

94

 
Allotment pursuant to the scheme of amalgamation sanctioned by the High Court of Bombay on July 9, 2010 of Palm Tech India
Limited and our Company, in the ratio of 19 Equity Shares of our Company for every 25 equity shares of Palm Tech India Limited.
For more details in relation to the schemes, see “Material Contracts and Documents for Inspection” on page 544.

© Allotment pursuant to the scheme of amalgamation sanctioned by the High Court of Bombay on December 16, 2010, of Sunshine
Oleochem Limited and Our Company, in the ratio of 1 Equity Share of our Company for every 13 equity shares of Sunshine
Oleochem Limited. For more details in relation to the schemes, see “Material Contracts and Documents for Inspection" on page
544,

‘© Allotment pursuant to the scheme of amalgamation (forming part of the Patanjali Resolution Plan) sanctioned by the NCLT Order
dated July 24, 2019, read with the order dated September 4, 2019, of Patanjali Consortium Adhigrahan Private Limited and our
Company in the ratio of 1 Equity Share of our Company for every 1 equity share of Patanjali Consortium Adhigrahan Private
Limited, For details of the NCLT Order, see “History and Certain Other Corporate Matters — Patanjali Resolution Plan” on page

261.

Except as disclosed below, our Company does not have any outstanding preference shares as on the date of
the filing of this Prospectus.

 

 

 

 

 

 

 

 

Date of | No. ofpreference |Face value | Issue Form of
allotment shares allotted (8 __| price @ | Ben Netive ot allotment | sideration
December 18, 4,50,00,000 100 [Not [Implementation of the Patanjali |Other than cash
2019 applicable [Resolution Plan

 

“Allotment of 4,50,00,000 redeemable Preference Shares of % 100 each were allotted to Patanjali Ayurved Limited, pursuant to the
scheme of amalgamation (forming part of the Patanjali Resolution Plan), sanctioned by the NCLT Order dated July 24, 2019, read
with the order dated September 4, 2019, of Patanjali Consortium Adhigrahan Private Limited and our Company. For details of the

NCLT Order, see “History and Certain Other Corporate Matters

Patanjali Resolution Plan” on page 261.

Except as disclosed above, our Company has not issued or allotted any Equity Shares pursuant to any schemes
of arrangement approved under Sections 391 to 394 of the Companies Act, 1956 or Sections 230-234 of the
Companies Act, 2013, as applicable. For further details of the scheme, see “- Equity Share Capital History of
our Company” on page 91 and “History and Certain Other Corporate Matters — Patanjali Resolution Plan”

on page 261.

As on the date of this Prospectus, our Company does not have any active employee stock option plan.

Equity Shares issued in the preceding one year below the Issue Price

Our Company has not issued Equity Shares at a price which was lower than the Issue Price during a period
of one year preceding the date of this Prospectus.

95,

 
6. Shareholding Pattern of our Company

The table below presents the shareholding pattern of our Company as December 31, 2021.

 

 

 

 

 

 

 

 

 

 

 

Shareholding
,asa%
eof assuming fll
, Underlying |OPVersion 0" Number of
paenero oe _— loutstandin| VertbIe | Number of | Shares” | Number of equity shares
gasa% of | Number of Voting Rights held in securities (as|_ Yumber aaa elle dueec tina
total no. of each class of securities 8 | apercentage rien | Scoee or ene aoe
No. of fully Total nos. | — shares io) convertible |" of diluted pate cere ee
Categ Category of No. of id it har held calculated securities share capital) (xIt) encumbered (XIV)
ory | shareholder |shareholde|P#14Up equity)“ couity ee | a eed calc (including a (xan)
® hin recy | Sharesheld | 5S neta |Pepositor] — (Vit= as per Wares | C=
ay) (vy) y. IV+V+VI)_|SCRR, 1957) ) (VII)+(X) as
Receipts Asa % of a % of
(wp (A+B+C2) A+B+C2
oD Total as a 2S a a Asa % of
No of Voting Rights | % of No. | tal} oN total Shares] No.
(A+B+C) held
held
Class X| Class ¥| Total @_|_®) @ 0)
(A) {Promoter & 5] 29,25,76,299| 29,25,76,299 98.89647| 98.89647| 29,25,76,299
Promoter Group
(B) [Public 85,297] 32,64,708, 32,64,708| 1.10353) 1.10353 NA 31,49,691
(©) [Non Promoter - NA
[Non Public
(Gi | Shares Underlying] NA NA
|DRs
(C2) [Shares held by| NA
Employee Trusts
Total 85,302] 29,58,41,007| 29,58,41,007 100.00) 100.00 29,57,25,990

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F*74,25,00,000 Equity Shares amounting to 48.17% of the pre-Issue paid up capital held by Patanjali Ayurved Limited, 6,00,00,000 Equity Shares amounting to 20.28% of the pre-Issue paid up capital held by Yogakshem Sansthan, 5,00,00,000
lEquity Shares amounting to 16.90% of the pre-Issue paid up capital held by Patanjali Parivahan Private Limited and 4,00,00,000 Equity Shares amounting to 13.52% of the pre-Issue paid up capital held by Patanjali Gramudyog Nayas had been

edged in favour of the consortium of four scheduled commercial banks lead by State Bank of India pursuant to the term loan facility of @ 2,40,000.00 lakhs, working capital facility of ® 80,000.00 lakhs and COVID-19 (Ad hoc facility) of @ 8,000.00
llakhs was availed by our Company. The consortium includes Union Bank of India, Canara Bank (erstwhile Syndicate Bank), Indian Bank (erstwhile Allahabad Bank) and Punjab National Bank which is led by State Bank of India.

 

\State Bank of India vide its letter(s) dated June 1, 2021, Union Bank of India vide its letter(s) dated June 3, 2021, Canara Bank vide its letter(s) dated June 3, 2021, Indian Bank vide its letter(s) dated June 3, 2021, and Punjab National Bank vide its}
Vetter(s) dated June 8, 2021, (collectively the “Letters") had agreed to release the pledge, in compliance with the lock-in requirements of the SEBI ICDR Regulations and further to its applicable email dated September 16, 2021, SBICAP Trustee
[Company Limited (common security trustee appointed by the consortium of lenders) has confirmed release of all Equity Shares pledged with the consortium lenders for enabling requisite compliance of SEBI ICDR Regulations. Further, State Bank

if India vide its letter dated June 1, 2021, granted approval for extension of time for re-pledging 80% of the Promoters shareholding, from 90 days after release date (i.e. December 16,2021) to 180 days after release date (i.e. up to March 15, 2022)}
and remaining 20% of Promoters shareholding within 30 days after completion of lock in period i.e. 3 years. Further, State Bank of India vide its letter dated March 4, 2022, has intimated that in the event the Issue does not progress i.e. the d|
[Prospectus is not filed with the RoC by March 15, 2022, then the equity shares held by promoters will be repledged and will be released at the time of the Issue. Further, our Company has intimated State Bank of India vide letter dated March 11,
[2022 regarding filing of the Red Herring Prospectus with the RoC and subsequently with SEBI and the Stock Exchanges. Our Company has also informed the lenders of our Company that upon the filing of the Red Herring Prospectus with the RoC|

ind post creation of statutory lock-in as stipulated under the SEBI ICDR Regulations, in terms of the agreement for pledge of shares dated July 21, 2021, pledge and charge shalll be created as per the aforementioned agreement upon completion o
lhe Issue.

 

 

 

96
(i) | Equity Shareholding of the Promoters

As on the date of this Prospectus, our Promoters collectively hold 29,25,76,299 Equity Shares,
equivalent to 98.90% of the issued, subscribed and paid-up Equity Share capital of our Company, as set

 

 

 

 

 

 

 

 

 

forth in the table below.
a Pre-Issue Equity Share Capital _| Post-Issue Equity Share Capital
No, | Name of the Shareholder | No. of Equity % of total No. of Equity % of total
2 Shares Shareholding Shares Share-holding
1. _ | Patanjali Ayurved Limited 14,25,00,000 48.17 14,25,00,000 39.37
2.__ | Yogakshem Sansthan 6,00,00,000 20.28 6,00,00,000 16.57
3. | Patanjali Parivahan Private 5,00,00,000 16.90 5,00,00,000 13.81
Limited
4, _ | Patanjali Gramudyog Nayas 4,00,00,000 13.52 4,00,00,000 11.05
5. | Ruchi Soya Industries 76,299 0.03 76,299 0.02
Limited Beneficiary Trust
Total 29,25,76,299 98.90 29,25,76,299 80.82

 

 

 

 

 

 

(ii) All Equity Shares held by our Promoters are in dematerialized form as on the date of this Prospectus.

(iii) Build-up of the Promoters’ shareholding in our Company

As on date the of this Prospectus, Acharya Balkrishna, Ram Bharat, Snehlata Bharat, Vedic
Broadcasting Limited, Patanjali Peya Private Limited, Patanjali Natural Biscuits Private Limited, Divya
Packmaf Private Limited, Vedic Ayurmed Private Limited, Sanskar Info TV Private Limited, Patanjali
Agro India Private Limited, Divya Yog Mandir Trust, SS Vitran Healthcare Private Limited, Patanjali
Paridhan Private Limited, Gangotri Ayurveda Private Limited, Swasth Aahar Private Limited and
Patanjali Renewable Energy Private Limited, do not hold any Equity Shares in our Company.

The build-up of the Equity Shareholding of the other Promoters of our Company since the
implementation of the Patanjali Resolution Plan is set forth in the table below:

 

 

 

 

 

 

 

 

 

 

Face Issue
Date of value | Price/ | Percentag | Percentag
‘Name of Nature of Nature of | Allotment/ No. of Equity per Transfer e of the e of the
Promoter | transaction | cousidera | ‘Transfer / ‘Shares | Eduit | Price per| pre-Issue | post-Issue
tion Transmissio y Equity capital capital
n Share| Share (%) (%)
@ @,

Patanjali Implementation | Other than | December 14,25,00,000 2| Not 48.17 39.37
Ayurved | of the Patanjali | Cash 18, 2019 applicabl
Limited Resolution e

Plan*
Total shareholding 14,25,00,000
Patanjali Implementation | Other than | December 5,00,00,000 2| Not 16.90 13.81
Parivahan | of the Patanjali | Cash 18, 2019 applicabl
Private Resolution e
Limited Plan*
Total shareholding 5,00,00,000
Patanjali Implementation | Other than | December 4,00,00,000 2| Not 13.52 11.05
Gramudyog | of the Patanjali | Cash 18, 2019 applicabl
Nayas Resolution e

Plan*
Total shareholding 4,00,00,000
Ruchi Soya | Allotment _ of | Other than | November 15,26,023 10} Not 0.52 0.42
Industries | shares as per | Cash 23, 2006 applicabl
Limited High Court e
Beneficiary | Order dated
Trust June 16, 2006,

and June 30,

2006"
Ruchi Soya | Sub-division of | Other than | November 3, 76,30,115 2| Not 2.58 2.11
Industries [equity shares | Cash 2007 applicabl
Limited (one equity e

 

 

 

 

 

 

 

 

 

 

98

 
7. Other details of shareholding of our Company

(a) Set forth below is a list of Shareholders holding 1% or more of the paid-up Equity Share capital of our
Company and the number of Equity Shares held by them as on the date of filing of this Prospectus.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Percentage of the
Sr. No. Name of the Shareholder No. of Equity Shares | _ pre-Issue Equity
Share capital (%)
1. Patanjali Ayurved Limited 14,25,00,000 48.16776
2: Yogakshem Sansthan 6,00,00,000 20.28116
3: Patanjali Parivahan Private Limited 5,00,00,000 16.90097
4. Patanjali Gramudyog Nayas 4,00,00,000 13.52078
Total 29,25,00,000 98.87067
(a) Set forth below is a list of Shareholders holding 1% or more of the paid-up Equity Share of our Company,
and the number of Equity Shares held by them 10 days prior to the date of filing of this Prospectus.
Percentage of the
Sr. No. Name of the Shareholder No. of Equity Shares pre-Issue Equity
Share capital (%)
A Patanjali Ayurved Limited 14,25,00,000 48.16776
2. Yogakshem Sansthan 6,00,00,000 20.28116
3. Patanjali Parivahan Private Limited 5,00,00,000 16.90097
4. Patanjali Gramudyog Nayas 4,00,00,000 13.52078
Total 29,25,00,000 98.87067
(b) Set forth below is a list of Shareholders holding 1% or more of the paid-up Equity Share capital of our
Company and the number of Equity Shares held by them one year prior to the date of filing of this
Prospectus:
Percentage of the
Sr. No. Name of the Shareholder No. of Equity Shares | _ pre-Issue Equity
Share capital (%)
4. Patanjali Ayurved Limited 14,25,00,000 48.16776
Re Divya Yog Mandir Trust 6,00,00,000 20.28116
3._| Patanjali Parivahan Private Limited 5,00,00,000 16.90097
4._| Patanjali Gramudyog Nayas 4,00,00,000 13.52078
Total 29,25,00,000 98.87067
() Set forth below is a list of Shareholders holding 1% or more of the paid-up Equity Share capital of our
Company and the number of Equity Shares held by them two years prior to the date of filing of this
Prospectus:
Percentage of the
Sr. No. Name of the Shareholder No. of Equity Shares | _ pre-Issue Equity
Share capital (%)
di Patanjali Ayurved Limited 14,25,00,000 48.16776
2. Divya Yog Mandir Trust 6,00,00,000 20.28116
3. Patanjali Parivahan Private Limited 5,00,00,000 16.90097
4._| Patanjali Gramudyog Nayas 4,00,00,000 13.52078
Total 29,25,00,000 98.87067

 

 

 

 

8. Except for the allotment of Equity Shares pursuant to the Issue, our Company presently does not intend or
propose to alter its capital structure for a period of six months from the Bid/Issue Opening Date, by way of
split or consolidation of the denomination of Equity Shares, or by way of further issue of Equity Shares
(including issue of securities convertible into or exchangeable, directly or indirectly for Equity Shares),
whether on a preferential basis, or by way of issue of bonus Equity Shares, or on a rights basis, or by way of
further public issue of Equity Shares, or otherwise, until the Equity Shares have been listed on the Stock
Exchanges or all application moneys have been refunded to the Anchor Investors, or the application moneys
are unblocked in the ASBA Accounts on account of non-listing, under-subscription etc., as the case may be.

9. As on December 31, 2021, our Company has a total of 85,046 Shareholders.
10. Details of Shareholding of our Promoters and members of the Promoter Group in the Company

97

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

Face Issue
Date of value | Price/ | Percentag | Percentag
Name of Nature of Nature of | Allotment/ No. of Equity per Transfer e of the e of the
Promoter | transaction | Cousidera | Transfer / Shares | Eauit | Price per| pre-Issue | post-Issue
tion Transmissio y Equity capital capital
n Share| Share (%) (%)
@ @,
Beneficiary |share of %10
Trust was sub-
divided into 5
equity shares of
2 each) *
Ruchi Soya | Reduction and | Other than | December 76,299 2| Not 0.03 0.02
Industries | consolidation | Cash 17, 2019 applicabl
Limited of capital as per e
Beneficiary | Patanjali
Trust Resolution Plan
#
Total shareholding 76,299
Divya Yog | Implementation | Other than ] December 6,00,00,000 2] Not 20.28 16.57
Mandir of the Patanjali | Cash 18, 2019 applicabl
Trust Resolution e
Plan*
Divya Yog]Donation — to| Other than]March —_ 31, | (6,00,00,000) 2] Not (20.28) 16.57
Mandir Yogakshem | Cash 2021 applicabl
Trust Sansthan e
Total shareholding Nil
Yogakshem |Donation to] Other than]March _31,| _ 6,00,00,000 2) Not 20.28 16.57
Sansthan |Yogakshem | Cash 2021 applicabl
Sansthan by e
Divya Yog
Mandir Trust
Total shareholding 6,00,00,000

 

 

 

 

 

 

*Allotment made pursuant to the scheme of amalgamation (forming part of the Patanjali Resolution Plan) sanctioned by the National
Company Law Tribunal, Mumbai Bench vide order dated July 24, 2019 read with order dated September 4, 2019 of Patanjali
Consortium Adhigrahan Private Limited and our Company in the ratio of 1 Equity Share of our Company for every 1 equity share of
Patanjali Consortium Adhigrahan Private Limited in accordance with the Patanjali Resolution Plan.

15,26,023 equity shares were allotted to Ruchi Soya Industries Limited Beneficiary Trust on November 23, 2006 as per the orders
dated June 16, 2006 and June 30, 2006 passed by High Court of Bombay sanctioning the Scheme of amalgamation and arrangement.
These equity shares were subsequently sub-divided into 76,30,115 Equity Shares in the ratio of 1:5 on November 3, 2007.

As per the Patanjali Resolution Plan, the paid-up equity share capital of our Company was reduced and consolidated. Ruchi Soya
Industries Limited Beneficiary Trust was holding 76,30,115 Equity Shares (pre reduction and consolidation) and the same were held
in the name of Dinesh Chandra Shahra, trustee of Trust at that time. Out of 76,30,115 Equity Shares, 199 Equity Shares were freeze by
NSE as per SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2016/116 dated October 26, 2016. Remaining 76,29,916 Equity Shares
were shifted in the new demat account of the Trust opened with the PAN of Trust. As per the Patanjali Resolution Plan, 76,299 Equity
Shares were allotted in favour of Dinesh Chandra Shahra (in the capacity of trustee of the Trust). Against 199 Equity Shares, 1 Equity
Shares was allotted to Dinesh Chandra Shahra (in the capacity of trustee of Trust) and 0.99 share, being fraction was allotted to
SBICAP Trustee Company Limited.

(iv) None of the members of the Promoters and or the Promoter Group (other than five of our Corporate
Promoters) and the directors of Corporate Promoters, hold any Equity Shares as on the date of this
Prospectus. For details of five Corporate Promoters holding Equity Shares, see “-Build-up of the
Promoters’ shareholding in our Company” on page 98.

(v) All the Equity Shares held by our Promoters were fully paid-up on the respective dates of allotment or
acquisition, as may be applicable, of such Equity Shares.

(vi) 14,25,00,000 Equity Shares amounting to 48.17% of the pre-Issue paid up capital held by Patanjali
Ayurved Limited, 6,00,00,000 Equity Shares amounting to 20.28% of the pre-Issue paid up capital held
by Yogakshem Sansthan, 5,00,00,000 Equity Shares amounting to 16.90% of the pre-Issue paid up
capital held by Patanjali Parivahan Private Limited and 4,00,00,000 Equity Shares amounting to
13.52% of the pre-Issue paid up capital held by Patanjali Gramudyog Nayas were pledged in favour of
the consortium of lenders consisting of State Bank of India, Union Bank of India, Canara Bank
(erstwhile Syndicate Bank), Indian Bank (erstwhile Allahabad Bank) and Punjab National Bank

99
pursuant to the term loan facility of = 2,40,000.00 lakhs, working capital facility of = 80,000.00 lakhs,
and COVID-19 (Ad hoc facility) of 8,000.00 lakhs availed by our Company.

Such consortium of lenders i.e., State Bank of India vide its letter(s) dated June 1, 2021, Union Bank
of India vide its letter(s) dated June 3, 2021, Canara Bank vide its letter(s) dated June 3, 2021, Indian
Bank vide its letter(s) dated June 3, 2021 and Punjab National Bank vide its letter(s) dated June 8, 2021
(collectively “Lenders”) have agreed to:

@

(i)

release of pledge created upon the Equity Shares held by certain of our Promoters, representing
the Minimum Promoter’s Contribution, prior to the filing of the Red Herring Prospectus with the
Registrar of Companies, subject to such Equity Shares being re-pledged in the favour of the
Lenders after the expiry of three years from the date of allotment of Equity Shares in the Issue;
and

temporary release of pledge created upon the Equity Shares which are to be locked in for the
period of one year from the date of allotment held by certain of our Promoters, which are in excess
of the Minimum Promoters Contribution for a period of 30 days from a date which shall be at
least two working days prior to filing of the Red Herring Prospectus with the Registrar of
Companies subject to such Equity Shares be re-pledged in the favour of the Lenders within 7
(seven) working days from the date of listing of Equity Shares issued pursuant to the Issue on the
recognized stock exchanges. For details in respect of encumbrances created on the Equity Shares
held by the Promoters, see “- Shareholding Pattern of our Company” on page 96.

Further, Patanjali Ayurved Limited, Yogakshem Sansthan, Patanjali Parivahan Private Limited
and Patanjali Gramudyog Nayas have entered into an undertaking dated June 10, 2021, with
SBICAP Trustee Company Limited, the security trustee (acting on behalf of the lenders of the
Company) inter-alia undertaking (a) not to dispose of their shareholding in our Company, other
than for the purposes permitted in the Letters, (b) repledge their shareholding in our Company,
after the expiry of the statutory lock-in, in relation to the Issue, (c) to indemnify the security trustee
and/or lenders for any losses in respect to non-performance of any of the undertakings or
covenants or representations and warranties agreed in the undertaking.

Additionally, Patanjali Ayurved Limited, Yogakshem Sansthan, Patanjali Parivahan Private
Limited and Patanjali Gramudyog Nayas have entered into an agreement to repledge shares dated
July 2, 2021 (“Repledge Agreement”) with SBICAP Trustee Company Limited (common
security trustee appointed by the consortium of lenders) to record the terms of re-creation of
pledge over the shares so released after completion of the Issue. The agreement inter-alia
stipulates that (i) 20% of the issued share capital pursuant to the Issue, shall be re-pledged in the
favour of the Lenders after the expiry of three years from the date of allotment of Equity Shares
in the Issue; and (ii) balance issued share capital shall be repledged in terms of applicable sanction
letters of the Lenders and the Repledge Agreement. Pursuant to its applicable email dated
September 16, 2021, SBICAP Trustee Company Limited (common security trustee appointed by
the consortium of lenders) has confirmed release of all Equity Shares pledged with the consortium
lenders for enabling requisite compliance of SEBI ICDR Regulations.

Further, State Bank of India vide its letter dated June 1, 2021, granted approval for extension of
time for re-pledging 80% of the Promoters shareholding, from 90 days after release date (i.e.
December 16,2021) to 180 days after release date (i.e. up to March 15, 2022) and remaining 20%
of Promoters shareholding within 30 days after completion of lock in period i.e. 3 years. Further,
State Bank of India vide its letter dated March 4, 2022, has intimated that in the event the Issue
does not progress i.e. the Red Herring Prospectus is not filed with the RoC by March 15, 2022,
then the equity shares held by promoters will be repledged and will be released at the time of the
Issue. Further, our Company has intimated State Bank of India vide letter dated March 11, 2022
regarding filing of the Red Herring Prospectus with the RoC and subsequently with SEBI and the
Stock Exchanges. Our Company has also informed the lenders of our Company that upon the
filing of the Red Herring Prospectus with the RoC and post creation of statutory lock-in as
stipulated under the SEBI ICDR Regulations, in terms of the agreement for pledge of shares dated
July 21, 2021, pledge and charge shall be created as per the aforementioned agreement upon
completion of the Issue.

100
(vii) None of the members of the Promoter Group, the Promoters, or the Directors and their relatives have
purchased or sold any securities of our Company during the period of six months immediately
preceding the date of this Prospectus.

(viii) Apart from as set out below, no Equity Shares were acquired by our Promoters or other members of
Promoter Group in the three years preceding the date of this Prospectus. Other shareholders are not
entitled to nominate directors except in terms of applicable provisions of Companies Act, 2013 and no
shareholder has any special rights:

 

 

 

 

 

 

 

Name of acquirer Date of acquisition Number of | Acquisition
Equity Shares | price per
share
Ruchi Soya Industries | November 13, 2006
Limited (Beneficiary Trust- | (Reduced on 76,299 1,228.02] Refer Note 1
Held in the name of Trustee) | December 18, 2019)
Patanjali Gramudhyog Nayas | December 18, 2019 4,00,00,000 7|_ Refer Note 2
Patanjali Ayurved Limited __| December 18, 2019 14,25,00,000 7| Refer Note 2
Patanjali Parivahan Private | December 18, 2019 5,00,00,000 7| Refer Note 2
Limit
NA
Divya Yog Mandir Trust December 18, 2019 (Refer Note 2 and 7| Refer Note 2 and 3
3

 

March 31, 2021

Yogakshem Sansthan 6,00,00,000 7| Refer Note 3

 

 

 

 

 

 

 

Note 1: The shares were allotted much prior to acquisition of our Company by the Patanjali Group (i.e. prior to December 18, 2019)
pursuant to Schemes under sections 391-394, of then applicable Companies Act, 1956 and approved by the Hon'ble High Court of
Bombay and Delhi.

As per the Patanjali Resolution Plan, the paid up equity share capital of the Company was reduced and consolidated. Every shareholder
holding 100 Equity Shares got 1 Equity Share. The fractional shares were allotted in favour of SBICAP Trustee Company Limited,
acting as Trustee for Ruchi Soya Fractional Shares Settlement Trust. Ruchi Soya Industries Limited Beneficiary Trust (“the Trust")
was holding 76,30,115 Equity Shares (pre reduction and consolidation) and the same were held in the name of Dinesh Chandra Shahra,
trustee of Trust at that time. Out of 76,30,115 Equity Shares, 199 Equity Shares were freeze by NSE as per SEBI Circular No.
SEBI/HO/CFD/CMD/ CIR/P/2016/116 dated October 26, 2016. Remaining 76,29,916 Equity Shares were shifted in the new demat
account of the Trust opened with the PAN of Trust. As per the Scheme of reduction and consolidation, 76,299 Equity Shares (new) were
allotted to Trust in favour of Dinesh Chandra Shahra (in the capacity of trustee of the Trust) and 0.16 Equity Shares being fraction was
allotted to SBICAP Trustee Company Limited. Against 199 Equity Shares, 1 Equity Shares was allotted to Dinesh Chandra Shahra (in
the capacity of trustee of Trust) and 0.99 share, being fraction was allotted to SBICAP Trustee Company Limited. Presently, Kumar
Rajesh, Sanjeewy Khanna and Ramji Lal Gupta are Trustees of the Trust. The cost of acquisition of these shares is Rs. 936.97 Lacs
against the outstanding 76,299 shares.

 

Note 2 : The equity shares have been acquired pursuant to a Resolution Plan submitted by the Consortium of Patanjali Ayurved Limited,
Divya Yog Mandir Trust through its business undertaking ~ Divya Pharmacy  , Patanjali Parivahan Private Limited and Patanjali
Gramudyog Nyas through Patanjali Consortium Adhigrahan Private Limited, a special purpose vehicle (SPV) . The equity shares were
acquired on December 18, 2019 upon approval of the Corporate Insolvency Resolution Process (CIRP) of the Company by the National
Company Law Tribunal (NCLT), Mumbai vide their orders dated July 24, 2019 and September 4,2019 at the cost of Rs 7 per equity
share as provided in the approved resolution plan.

As per the Resolution plan approved and as per Para no. 16.2(b), “Post reduction and consolidation of the existing equity share capital
of the Corporate Debior, as provided in the Scheme of Restructuring and Amalgamation under the resolution plan , it is proposed that
the Corporate Debtor shall issue equity shares to the Resolution Applicant in the ratio of 1:1 i.e. 29,25,00,000 equity shares of face
value of Rs 2 each would be issued by the Corporate Debtor to the Resolution Applicant at an issue price of Rs 7 per share so as to
ensure that the shareholding of the Resolution Applicant in the expanded equity share capital of the Corporate Debtor ( pursuant to
the reduction and consolidation of the share capital of the Corporate Debior-) is 98.87%.” The restated standalone financial statement
of the company mentions these shares at face value of Rs. 2 per share and the excess received under the head capital reserve.

Note 3: On March 31, 2021, Divya Yog Mandir Trust has gifted 60,000,000 equity shares of face value Rs. 2 each of Ruchi Soya
Industries Ltd. to Yogakshem Sansthan by way of declaration of Donation / gift dated March 31, 2021. The said shares were allotted
to Divya Yog Mandir Trust at an issue cost price of Rs. 7 per share as on December 19, 2019 pursuant to implementation of resolution
plan sanctioned and duly approved by the Hon'ble National Company Law Tribunal, Mumbai

(ix) | There have been no financing arrangements whereby our Promoters, members of the Promoter Group,
the directors of our Corporate Promoters, our Directors and their relatives have financed the purchase
by any other person of securities of our Company during a period of six months immediately preceding
the date of this Prospectus.

101
11. Details of lock-in of Equity Shares

@

Details of Promoter’s contribution

In accordance with the SEBI ICDR Regulations, an aggregate of 20% of the Issue size or post-Issue
paid -up Equity Share capital of our Company, i.e. 7,23,98,975 Equity Shares held by the Promoters,
shall be locked in for a period of three years as minimum promoters’ contribution from the date of
Allotment (“Promoters’ Contribution”). The lock-in of the Promoters’ Contribution would be created
as per applicable laws and procedures and details of such lock -in shall also be provided to the Stock
Exchanges before the listing of the Equity Shares.

Details of the Equity Shares to be locked-in for three years from the date of Allotment as Promoters’
Contribution are set forth in the table below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

allotment No.of | Face | *°au's » OF | of the post- :
|Name of the| Nature of F price per Equity = Equity
of the o' | Equity | Value i Issue paid-
Promoter 7° | transaction Equity | Shares auc” | Shares are
Equity Shares* | (@) © sx Up capital ,
ae Share _|locked-in**| "P (7? subject to
a ®@ 9 lock-in
Patanjali -
December 14,25,00,0 April 4,
Ayurved 15 9019 | Refer Note |'"55 7 7,23,98,975 | 20.00 a
Limited
Total 7,23,98,975| _ 20.00
= Allthe Equity Shares were fully paid-up on the respective dates of allotment or acquisition, as the case may be, of such Equity
Shares.

~*subject to finalisation of basis of allotment

Note : The equity shares have been acquired pursuant to a Resolution Plan submitted by the Consortium of Patanjali Ayurved
Limited, Divya Yog Mandir Trust through its business undertaking ~ Divya Pharmacy , Patanjali Parivahan Private Limited and
Patanjali Gramudyog Nyas through Patanjali Consortium Adhigrahan Private Limited, a special purpose vehicle (SPV) . The
equity shares were acquired on December 18, 2019 upon approval of the Corporate Insolvency Resolution Process (CIRP) of the
Company by the National Company Law Tribunal (NCLT), Mumbai vide their orders dated July 24, 2019 and September 4,2019
at the cost of Rs 7 per equity share as provided in the approved resolution plan.

As per the Resolution plan approved and as per Para no. 16.2(b), “Post reduction and consolidation of the existing equity share capital

of the Corporate Debtor, as provided in the Scheme of Restructuring and Amalgamation under the resolution plan , it is proposed
that the Corporate Debtor shall issue equity shares to the Resolution Applicant in the ratio of 1:1 i.e. 29,25,00,000 equity shares of
face value of Rs 2 each would be issued by the Corporate Debtor to the Resolution Applicant at an issue price of Rs 7 per share so
as to ensure that the shareholding of the Resolution Applicant in the expanded equity share capital of the Corporate Debtor (
pursuant to the reduction and consolidation of the share capital of the Corporate Debtor- ) is 98.87%.” The restated standalone
financial statement of the company mentions these shares at face value of Rs. 2 per share and the excess received under the head
capital reserve.

Our Promoters have given consent, pursuant to their letters dated March 11, 2022, to include such
number of Equity Shares held by them as may constitute 20% of the Issue size or the post-Issue paid-
up Equity Share capital of our Company as Promoters’ Contribution. Our Promoters have agreed not to
dispose, sell, transfer, charge, pledge or otherwise encumber, in any manner, the Promoters’
Contribution from the date of filing this Prospectus, until the expiry of the lock-in period specified
above, or for such other time as required under SEBI ICDR Regulations, except as may be permitted,
in accordance with the SEBI ICDR Regulations.

Our Company undertakes that the Equity Shares that are being locked-in are not and will not be
ineligible for computation of Promoters’ Contribution in terms of Regulation 114 of the SEBI ICDR
Regulations.

In this connection, we confirm the following:

(i) The Equity Shares offered for Promoters’ Contribution do not include Equity Shares acquired in
the three immediately preceding years (a) for consideration other than cash involving revaluation
of assets or capitalisation of intangible assets; or (b) resulting from a bonus issue of Equity Shares
out of revaluation reserves or unrealised profits of our Company or from a bonus issuance of equity
shares against Equity Shares, which are otherwise ineligible for computation of Promoters’
Contribution;

102
Gi)

(iii)

(iv)

The Promoters’ Contribution does not include any Equity Shares acquired during the immediately
preceding one year at a price lower than the price at which the Equity Shares are being offered to
the public in the Issue;

Our Company has not been formed by the conversion of a partnership firm or a limited liability
partnership firm into a company in the preceding one year and hence, no Equity Shares have been
issued in the one year immediately preceding the date of this Prospectus pursuant to conversion
from a partnership firm or a limited liability partnership firm; and

The Equity Shares held by the Promoters which are locked-in for a period of one year from the
date of Allotment are pledged with scheduled commercial bank(s) as collateral security for loans
granted by such banks, provided that pledge of the Equity Shares is one of the terms of the sanction
of loans. The lock-in may continue pursuant to the invocation of pledge; however, the transferee
shall not be eligible to transfer the Equity Shares until the expiry of the lock-in period.

(ii) Details of Equity Shares locked-in for one year

In addition to the 20% of the fully diluted post-Issue shareholding of our Company held by the Promoters

and

locked in for three years as specified above, Promoters’ holding any excess of the minimum

Promoters’ contribution shall be locked in for a period of one year, in accordance with Regulations

115(

'b) of the SEBI ICDR Regulations.

(iii) Lock-in of Equity Shares Allotted to Anchor Investors

Any

Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a

period of 30 days from the date of Allotment.

(iv) Other requirements in respect of lock-in

@

Gi)

As required under Regulation 118 of the SEBI ICDR Regulations, our Company shall ensure that
the details of the Equity Shares locked-in are recorded by the relevant Depository.

Pursuant to Regulation 119 of the SEBI ICDR Regulations, Equity Shares held by our Promoters
and locked-in, as mentioned above, may be pledged as collateral security for a loan with a scheduled
commercial bank, a public financial institution, Systemically Important Non-Banking Financial
Company or a deposit accepting housing finance company, subject to the following:

(a) With respect to the Equity Shares locked-in for one year from the date of Allotment, such
pledge of the Equity Shares must be one of the terms of the sanction of the loan.

(b) With respect to the Equity Shares locked-in as Minimum Promoter’s Contribution for three
years from the date of Allotment, the loan must have been granted to our Company for the
purpose of financing one or more of the objects of the Issue, which is not applicable in the
context of this Issue.

However, the relevant lock-in period shall continue post the invocation of the pledge referenced
above, and the relevant transferee shall not be eligible to transfer to the Equity Shares till the
relevant lock-in period has expired in terms of the SEBI ICDR Regulations.

(iii) In terms of Regulation 120 of the SEBI ICDR Regulations, Equity Shares held by our Promoters

(iv)

and locked-in, may be transferred to any member of our Promoter Group or a new promoter,
subject to continuation of lock-in applicable with the transferee for the remaining period and
compliance with provisions of the Takeover Regulations.

Further, in terms of Regulation 120 of the SEBI ICDR Regulations, Equity Shares held by persons
other than our Promoters prior to the Issue and locked-in for a period of one year, may be
transferred to any other person holding Equity Shares which are locked in along with the Equity
Shares proposed to be transferred, subject to the continuation of the lock in with the transferee
and compliance with the provisions of the Takeover Regulations.

103
12. Our Company, the Promoters, the Directors and the BRLMs have not entered into buyback arrangements and
/ or any other similar arrangements for the purchase of Equity Shares being offered through the Issue.

13. All Equity Shares issued or transferred 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.

14. Except SBICAP Trustee Company Limited, an associate of SBI Capital Markets Limited, who holds the
pledged Equity Shares of the Promoters in the capacity as a Trustee of the pledged shares as on the date of
this Prospectus, the BRLMs and their respective associates (determined as per the definition of ‘associate
company’ under the Companies Act, 2013 and as per definition of the term ‘associate’ under the Securities and
Exchange Board of India (Merchant Bankers) Regulations, 1992), as may be applicable, do not hold any
Equity Shares of our Company. The BRLMs 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.

15. Except for Ramji Lal Gupta (in his capacity of the trustee of Ruchi Soya Industries Limited Beneficiary
Trust), none of the Directors or Key Managerial Personnel of our Company, hold any Equity Shares in our
Company. For details, see “Our Management — Shareholding of the Key Managerial Personnel” on page
285.

16. Our Company had made an initial public offer of Equity Shares in the year 1986.

17. No person connected with the Issue, including, but not limited to, the members of the Syndicate, our
Company, the Directors, members of our Promoter Group and the Promoter, shall offer or make payment of
any incentive, direct or indirect, in the nature of discount, commission and allowance, except for fees or
commission for services rendered in relation to the Issue, in any manner, whether in cash or kind or services
or otherwise, to any Bidder for making a Bid.

18. None of our Promoters or members of our Promoter Group will participate in the Issue.

19. There are no outstanding warrants, options or rights to convert debentures, loans or other convertible
instruments into Equity Shares as on the date of this Prospectus.

20. All transactions in Equity Shares by our Promoters and members of our Promoter Group between the date of
filing of the Red Herring Prospectus and the date of closing of the Issue shall be reported to the Stock
Exchanges within 24 hours of such transactions, pursuant to Regulation 150 of the SEBI ICDR Regulations.

21. An amount of 277,182.52 lakhs, from the Net Proceeds, is proposed to be utilised towards prepayment and/or
repayment of debt availed in the form of CNCRPS and NCDs issued by our Company to PAL, one of our
Promoters. Except as disclosed in the section entitled “Objects of the Issue” on page 105, the Promoters and
members of our Promoter Group will not receive any proceeds from the Issue.

22. At any given time, there shall be only one denomination of the Equity Shares of our Company, unless
otherwise permitted by law.

23. Our Company has not undertaken any preferential allotment, bonus issue or qualified institutions placement
of Equity Shares in the ten years preceding the date of this Prospectus.

104
OBJECTS OF THE ISSUE

Subject to finalisation of Basis of Allotment, Issue of 6,61,53,846 Equity Shares for cash at price of = 650.00 per
Equity Share (including a share premium of 2 648.00 per Equity Share) aggregating to = 4,30,000 lakhs.

The net proceeds of the Issue, i.e. Gross proceeds of the Issue less the Issue expenses (“Net Proceeds”) are
proposed to be utilised in the following manner:

1. Repayment and/ or prepayment of borrowings from consortium of lenders and PAL, one of our Promoters,
in full or part, availed by our Company;

2. Funding incremental working capital requirements of our Company; and

3. General corporate purposes.

The main objects and objects incidental and ancillary to the main objects set out in the Memorandum of
Association enable us (i) to undertake our existing business activities; and (ii) to undertake the activities proposed
to be funded from the Net Proceeds.

Net Proceeds

The details of the proceeds from the Issue are summarised in the following table:

 

 

 

 

(Zin lakhs)

Particulars Estimated amount
Gross Proceeds of the Issue 4,30,000.00
(Less) Issue related expenses 14,630.35
Net Proceeds 4,15,369.65

 

 

 

 

Utilisation of Net Proceeds

The Net Proceeds are proposed to be utilised in accordance with the details provided in the following table:

 

 

 

 

 

(2 in lakhs)
Particulars Estimated amount
Repayment and/ or prepayment of borrowings from consortium of lenders and PAL, 2,66,382.52
one of our Promoters, in full or part, availed by our Company
Funding incremental working capital requirements of our Company 59,342.48
General corporate purposes 89,644.65
Total 4,15,369.65,

 

 

 

 

The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds from the Issue.
Proposed Schedule of Implementation and Deployment of Net Proceeds

The following table sets forth the details of the schedule of the expected deployment of the Net Proceeds:

 

 

 

 

 

 

 

(@ in lakhs)
. Amount to be funded |__ Estimated deployment
Particulars Rea Nee Bae
from let Procees Fiscal 2023

Repayment and/ or prepayment of borrowings from consortium 2,66,382.52 2,66,382.52
of lenders and PAL, one of our Promoters, in full or part, availed
by our Company
Funding incremental working capital requirements of our 59,342.48 59,342.48
Company
General corporate purposes 89,644.65 89,644.65
Total 4,15,369.65, 4,15,369.65

 

 

 

 

 

© The amount utilised for general corporate purposes shalll not exceed 25% of the Gross Proceeds from the Issue.

Means of Finance

105
The fund requirements for all objects are proposed to be entirely funded from the Net Proceeds. Accordingly, we
confirm that there is no requirement for us to make firm arrangements of finance through verifiable means towards
75% of the stated means of finance. The fund requirements, the deployment of funds and the intended use of the
Net Proceeds as described herein are based on our current business plan, management estimates, and other
commercial and technical factors. We may have to revise our funding requirements and deployment on account
of a variety of factors such as our financial and market condition, business and strategy, competition and interest
or exchange rate fluctuations and other external factors, which may not be within the control of our management.

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 our internal accruals and/ or debt, as required. 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 utilised towards general corporate purposes
will not exceed 25% of the Gross Proceeds from the Issue in accordance with the SEBI ICDR Regulations.

Details of the Objects of the Issue

L Repayment and/ or prepayment of borrowings from consortium of lenders and PAL, one of our
Promoters, in full or part, availed by our Company

Our Company has entered into financial arrangements with banks, financial institutions and other entities. The
loan facilities entered into by our Company include borrowings in the form of, inter alia, term loans, working
capital facilities, Cumulative Non — Convertible Redeemable Preference Shares (““CNCRPS”) and NCDs. For
further details, see “Financial Indebtedness” and “Capital Structure” on pages 459 and 91 respectively. As at
December 31, 2021 our total outstanding borrowings amounted to % 3,88,545.39 lakhs (including bank guarantees
against which 100% margin have been provided in form of fixed deposit, bank guarantees pertaining to pre-CIRP
period for which no existing limits were utilized). Our Company proposes to utilise an estimated amount of upto
% 2,66,382.52 lakhs from the Net Proceeds towards prepayment of borrowings from consortium of lenders and
PAL, one of our Promoters, in full or part, availed by our Company.

Our Company may, in accordance with the relevant repayment schedule, be required to repay some of its existing
borrowings prior to Allotment and dependent upon various commercial factors, our Company may avail further
loans after the date of the Red Herring Prospectus. Accordingly, our Company may utilise the Net Proceeds for
part prepayment and / or repayment of any such additional debt facilities obtained by our Company. However, the
aggregate amount to be utilised from the Net Proceeds towards prepayment or repayment of borrowings (including
additional facilities availed, if any), in part or full, would not exceed = 2,66,382.52 lakhs of which = 77,182.52
lakhs is proposed to be utilised towards prepayment and/or repayment of debt availed in the form of CNCRPS
and NCDs issued by our Company to PAL, one of our Promoters. We believe that such prepayment will help
reduce our outstanding indebtedness, debt servicing costs and enable utilisation of our accruals for reinvestment
in our business growth and expansion. Additionally, we believe that the leverage capacity of our Company will
improve our ability to raise further resources in the future to fund our potential business development opportunities
and plans to grow and expand our business.

Our Company proposes that the proportionate amount shall be repaid to each lender, basis respective outstanding
amount.

Our Company may consider the following factors for identifying the loans that will be repaid out of the Net
Proceeds:

Costs, expenses and charges relating to the facility including interest rates involved;
Presence of onerous terms and conditions under the facility;

Ease of operation of the facility;

Terms and conditions of consents and waivers;

Levy of any prepayment penalties and the quantum thereof;

Provisions of any law, rules, regulations governing such borrowings;

Terms of prepayment to lenders, if any; and

NOORWNE

Other commercial considerations including, among others, the amount of the loan outstanding and the remaining
tenor of the loan. We will take such provisions also into consideration while deciding repayment and/ or
prepayment of loans from the Net Proceeds. In case we are unable to raise the Net Proceeds till the due date for
repayment of any of the above-mentioned portion of the loans, the funds earmarked for such repayment may be

106
utilised for payment of future instalments of the above-mentioned loan or other loan for an amount not more than
the amount mentioned above.

For the list of the borrowings availed by our Company, which are proposed to be fully or partially pre-paid from
the Net Proceeds, please refer to the table below.

 

 

 

 

 

A. Loans availed from lenders
(in lakhs)
Nam. || Natur Sanctioned Amount | Amount Purpose
sr| eof | eof Nonsfinaa|/ROustan Rate of | Prepayme | for which

. | Lend | the Fund based! ding as | Tenure | interest | nt the loan

N | er | borro | = eur on 5 Penalty** was

a wing base limit Decembe Fanicelone

d within r a
fund based) 31,
# 2021@

1. {State |Term 1,00,000 - | 94,451.63] 9.5 years | 10.60% [Prepayment | Acquisition
IBank [Loan from the | pa. penalty of | of our
lof India |Fund date of first l2.00% of | Company.

based disburseme the The
nt [principal proceeds of
jamount term loan
facility used
for
repayment /
prepayment /
refinancing
of pre-
CIRP
debt of the
Company.
orking 20,000 (20,000) | 18,703.15] 12 months | 7.90% [Not Acquisition
Capital pa. lapplicable | of the
Loan Company
including its
current
assets under
NCLT route
and — future
working
capital needs
of the
Company.
orking 2,000 - 777.78 | 24months | 6.95% [Not To meet the
capital p.a. applicable temporary
[2mm - liquidity
SOVID- mismatch
I19 arising out of
jemergenc COVID-19
credit involving
line - payment of
|Fund statutory
based dues, salary,
wages,
electricity
bill, rent,
etc.

 

 

 

 

 

 

 

 

 

 

 

 

107
 

sr

°

Nam
eof
Lend
er

Natur
eof
the

borro

Sanctioned Amount

 

Fund
base
d

Non-fund
based
(sub-
limit
within

fund based)
#

Amount
Outstan
ding as
on
Decembe
r
31,
2021@

Tenure

Rate of

interest
*

Prepayme

Penalty**

Purpose
for which
the loan
was
sanctione
‘aie

 

[Punjab
INationa
ll Bank

|Term
|Loan
[Fund
based

45,000

43,073.58

9.5 years
from the
date of first
disburseme
nt

10.60%
p.a.

[Prepayment
penalty of
2.00% of
[the

Iprincipal
lamount

Acquisition
of our
Company.
The
proceeds of
term — loan
facility used
for
repayment /
prepayment /
refinancing
of pre CIRP
debt of the
Company

 

Working
\Capital
lLoans

25,000

25,046.61

12 months

7.90%
pa.

jot
bpplicable

‘Acquisition
of our
Company /
for future
working
capital needs
of the
Company

 

Working
\Capital
lLoan -
ICOVID-
9
emergen
y credit
ine -
[Fund
based

2,500

Ll.

24 months

7.80%
p.a.

jot
bpplicable

To meet the
statutory
dues,
payment of
salary to
staff,
electricity
bills, rent of
office etc.
and meet all
temporary
liquidity
mismatch

in operating
cycle arising
out of
adverse
impact to
COVID-19.

 

 

[Syndic
jate
[Bank
(now
|Canar a
[Bank)

 

 

|Term
[Loan
[Fund
based

 

 

 

 

20,000

 

 

 

18,851.97

 

9.5 years
from the
date of first
disbursemn
t

 

 

10.60%
pa.

[Prepayment
penalty of
2.00% of
the

principal
mount

 

 

 

Acquisition
of our
Company.
The
proceeds of
term — loan
facility used
for
repayment /
prepayment /
refinancing
of pre - CIRP
debt of the
Company

 

108

 

 
 

 

 

 

 

 

 

 

Namo | aNanie Sanctioned Amount | Amount Purpose
sr| eof | eof Non-fund | Outstan Rate of | Prepayme | for which
. | Lend | the | Fund based) 9) ding as )) Tentite interest | nt the loan
N| er | borro | = eae on * Penalty** was
5 wing | base limit | Decembe ne

d within r a‘*
fund based) 31,
# 2021@
Working 20,000 - | 19,994.53 | 12 months | 7.90% jot Acquisition
capital pa. applicable | of our
loan Company /
for future
working
capital needs
of the
Company
[Working 2,000 - 777.78 | 24months | 7.85% jot To meet the
Capital pa. applicable | liquidity
Loan - mismatches
IcOVID- arising out of
19 Covid-19
emergenc
credit
lline -
[Fund
based
[Allahabafferm 25,000 - | 24,046.96] 9.5 years | 10.60% [Prepayment | Acquisition
ld Loan from the | pa. penalty of | of our
(now [Fund date of first 2.00% of | Company.
[Indian based disburseme the The proceeds
[Bank) nt principal of term loan
jamount facility used
for
repayment /
prepayment
/
refinancing
of — existing
debt of the
Company
Working 5,000 (5,000) =| 12 months | 7.90% — |Not ‘Acquisition
apital pa. applicable | of our
lloan Company /
for future
working
capital needs
of the
Company
orking 500 - 222,22 | 24 months | 7.30% jot To meet the
Capital pa. applicable | cashflow
[Loan - mismatches
ICOVID- being faced
9 arising out of
jemergenc COVID-19
credit involving
lline - payment of
[Fund statutory
based dues, salary,
wages,
electricity
bill, rent, etc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

109

 

 
 

 

 

 

 

 

Tae Sanctioned Amount | Amount Pee
sr| eof | eof Naina) || (Gnien Rate of | Prepayme | for which
. | Lend | the Fund based’ ding as | Tenure | interest | nt the loan
N | er | borro | > Gee oe “ Penalty** was
i ase imi :
o wing Fi aa - Sanctions
fund based) | 31,
# 2021@

6. |Union Term 50,000 = | 47,209.91 | 95 years | 10.60 % |Pre- ‘Acquisition
Bank — [Loan from the | p.a. payment of our
lof IFund date of first penalty of | Company.
lindia based disburseme 2.00% of | The

nt he proceeds of
principal term loan
jamount facility used
for
repayment /
prepayment /
refinancing
of existing
debt of the
Company
Working 10,000 (40,000) =| a2months [7.90% [Not ‘Acquisition
pital p.a. —_fpplicable | of our
loan Company /
for future
working
capital needs
of the
Company
orking 7,000 =| 333.33 | 24 months | 8.00% [Not To meet
{Capital p.a. —ppplicable | temporary
Loan zy mismatch
|COVID- arising out of
Lo Covid-19
emergency crisis
credit line
[Fund based

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* As on the date of this Prospectus, State Bank of India is an affiliate of SBI Capital Markets Limited, one of the BRLM’s to the Issue. For
further details, see “Risk Factors - A portion of the Net Proceeds, may be utilized for repayment or pre-payment of loans taken from State
Bank of India, which is an affiliate of one of the Book Running Lead Managers.” on page 66.

* Rate of interest for all banks is linked to MCLR plus necessary spread.

** Penal prepayment charges are not applicable in case the prepayment is through funds raised from equity infusion by the Promoters.
However, in the event any prepayment penalty is required to be paid under the terms of the relevant financing agreements, such prepayment
penalty shall also be paid by our Company out of Net Proceeds.

*Working capital facility limits issued by State Bank of India, Union Bank of India and Indian Bank (erstwhile Allahabad Bank) to the extent
of = 20,000.00 lakhs, @ 10,000.00 lakhs and % 5,000.00 lakhs respectively are fully interchangeable both ways between fund based and non-
fund based working capital facilities.

™* Our Statutory Auditors by way of their certificate dated March 11, 2022 have confirmed that the utilisation of the borrowings above is as
per the sanction letters/loan agreements issued by the respective banks.

@ Excluding bank guarantees against which 100% margin have been provided in form of fixed deposit, bank guarantees pertaining to pre-
CIRP period for which no existing limits were utilized and Net of upfront fees.

Key Covenants: The financing documentation executed by our Company entail certain restrictive covenants and
conditions restricting certain corporate actions, and for which we are required to take the prior approval of the
respective lender before carrying out such actions, including but not limited for:

(a) effecting any change in our capital structure where the shareholding of the existing promoter gets diluted
below current levels or leads to dilution in controlling stake for any reason effecting any change in the
management set-up;

(b) opening of any current or other account with banks outside the existing financial documentation;

110
(c) _ pledging to any bank / NBFC / institution the Promoters’ shareholding;
(d) any formulation of scheme of merger or amalgamation or reconstruction or de-merger;

(e) any new project or scheme of expansion per acquisition of fixed assets if such investment results to breach
in financial covenants or diversion of working capital funds for financing long term assets; and

(f) payment of dividend or any other payment or distribution of any kind on or in respect of any class of its
shares other than equity shares to any person.

Events of default: Borrowing arrangements entered into by our Company for the term loans, working capital loans
and Covid-19 loan contain standard events of default, including but not limited to:

(a) any change in shareholding pattern;

(b) default in payment of interest or instalment amount due;

(c) non-compliance of financial covenants;

(d) occurrence of a material adverse effect (as defined in the relevant financing document);
(e) failure to pay amounts due pursuant to any final judgment, decree or court order; and
(£) cessation of all or substantial part of its business.

This is an indicative list and there may be additional terms that may amount to an event of default under the
various borrowing arrangements entered into by us.

Further, our Company has received the consent of all the lenders with respect to the proposed Issue
B. Loans availed from Promoter

As part of the Patanjali Resolution Plan, one of our Promoter’s viz. Patanjali Ayurved Limited, in consideration
of amalgamation subscribed to: (i) 4,500, 9% Cumulative Non-Convertible Debentures having face value of =
10,00,000 each, aggregating to a principal amount of % 45,000 lakhs (“NCDs”) and (ii) 4,50,00,000, 0.0001%
Cumulative Non-Convertible Redeemable Preference Shares having face value of = 100 each aggregating to =
45,000 lakhs. (“CNCRPS”) dated December 18, 2019, which was received and utilized by the Company on
December 18, 2019 to make payment in terms of Patanjali Resolution Plan .

The tenure of each of the NCDs and CNCRPS is upto December 15, 2029 and December 16, 2031 respectively.
Our Company proposes to redeem (i) such NCDs along with interest accrued thereon aggregating to = 50,105.06
lakhs from the Net Proceeds; and (ii) part of such CNCRPS aggregating to = 27,077.46 lakhs. The redemption of
the NCDs and the CNCRPS will improve the debt equity ratio of the Company.

At the time of actual repayment, in case, the aggregate amount exceeds the materiality threshold, the appropriate
shareholders’ approval will be sought by our Company, as applicable, under the applicable law.

Our Statutory Auditors by way of their certificate dated March 11, 2022 have confirmed that the subscription
amounts received from NCDs and the CNCRPS was utilized as per the relevant agreements and the Patanjali
Resolution Plan.

Il. _ Funding incremental working capital requirements of our Company

We fund a majority of our working capital requirements in the ordinary course of business from various banks
and internal accruals. As on December 31, 2021, the outstanding amount under the fund based working capital
facilities of our Company (excluding COVID-19 emergency credit line) was = 59,681.37 lakhs and the outstanding
amount under non - fund based facilities availed by our Company, was 2 4,927.17 lakhs. For details, see
“Financial Indebtedness” beginning on page 459.

lil
Our Company requires additional working capital on account of increase in sales and raw material prices for the
existing edible oil segment. We also plan to increase penetration of packaged food business ‘Nutrela’ (TSP, Honey
and Atta). As a strategy to increase reliability on raw material supply we plan to focus on increasing backward
integration into the Oil Palm Plantation business and further diversification into the new avenues of Biscuits,
Noodles & Breakfast Cereals and Nutraceuticals as per our business plan going forward. Revenue from Edible oil
segment significantly contribute to total revenues of the Company, this segment is working capital intensive as
the raw material that is imported in the international market is on cash and carry basis. Moreover, factors like
seasonality, availability of raw material in the international markets, price volatility and domestic demand supply
of the refined oil drives the requirement of working capital for our Company. In order to sustain the competition
in the market, our Company needs to build adequate working capital to build the inventory of raw materials and
finished goods and offering favourable terms to distributors. This requires adequate amount of working capital
majorly by way of cash / credit limits with banks. We believe that funding our working capital requirements from
the Issue Proceeds will lead to a consequent increase in our profitability due to saving in the raw material cost as
Company can negotiate favourable terms with the suppliers.

Basis of estimation of incremental working capital requirement

The details of our Company’s composition of net current assets or working capital as at September 30, 2021,
March 31, 2021, 2020 and 2019 on the basis of Restated Financial Statements for the six months period ended
September 30, 2021, and Fiscals 2021, 2020 and 2019, respectively, and source of funding of the same, as certified
by GMJ & Co, Chartered Accountants, independent Chartered Accountant vide certificate dated March 11, 2022
are as set out below:

(in lakhs)

 

Amount, | Holding
asat | period (no
September] of days) in| Amount, | Holding | Amount, | Holding | Amount, | Holding

St. | particulars | 302021 |sixmonths| sat |period(no| asat_ |period(no| ast _| period (no
No period | March 31, | of days) in | March 31, | of days) in | March 31, | of days) in
ended 2021 |Fiscal 2021] 2020 Fiscal 2020) 2019 _| Fiscal 2019
September
30, 2021

 

I. |Current Assets

 

1. {Inventories

 

 

 

 

 

 

 

ja. Raw material 28 | 1,31,222.1 29 | 66,003.89 18] 64,514.92 18
(includes 1,70,421.8 9
packaging 5
materials)
b. Work-in- 792.50 0.13] 726.98 0.16] 550.46 0.15] 487.15 0.14
progress
c. Finished 81,773.15 13] 95,980.34 21 | 61,394.03 17| 53,856.16 15
goods
id. Stores, 9,373.16 2] 8,406.98 2] 7,513.11 2] 7,226.90 2
Spares and
[Consumables
Trade 64,101.30 10 | 43,842.23 10 | 27,399.28 8] 26,223.61 8
Receivables

3. [Advances 31,800.79 5| 24,374.81 5 | 23,444.74 7 | 23,906.06 7

recoverable in
cash or in kind
or for value to
be received

 

4. |Cash & Cash 3,209.90
equivalents

4,627.05 1] 15,379.99 4] 15,802.32 5

 

5. |Bank balances | 34,921.28
other than cash
& cash
equivalents

a

34,042.15 8| 30,146.21 8| 27,201.25 8

 

6. [Other Financial | 1,338.97
Assets

°

1,037.26 0.23 465.98 0.13 476.70 0.14

 

 

7. |Other Current 22,133.07
Assets
(including

&

24,550.55 5| 28,572.96

cS

29,610.51 8

 

 

 

 

 

 

 

 

 

 

112

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount, | Holding
asat | period (no
September] of days) in| Amount, | Holding | Amount, | Holding | Amount, | Holding
St. | particulars | 302021 |sixmonths| asat |period(no| asat_ |period(no| sat _| period (no
No period | March 31, | of days) in | March 31, | of days) in| March 31, | of days) in
ended 2021 =‘|Fiscal 2021 2020 Fiscal 2020) 2019 {Fiscal 2019
September
30, 2021
assets held for
sale)
Total current 3,68,810.5 2,60,870.6 2,49,305.5
assets (A) 4,19,865.9 4 5 8
7
IL. |Current
Liabilities
1. /Trade Payables | 65,091.54 11} 65,660.18 15} 16,489.49 5 | 2,22,860.1 644
5
2. |Other Current 57,709.07 9} 46,438.20 10} 42,228.61 12 | 2,87,824.7 834
Liabilities & o
Provisions
(including
liabilities
directly
associated with
assets held for
sale)
Total Current 1,12,098.3 58,718.10 5,10,684.9
‘Liabilities(B) 1,22,800.6 8 2
1
Tl. |Working 2,56,712.1 2,02,152.5 (2,61,379.
Capital 2,97,065.3 6 5 34)
Requirements 6 A
(A-B)
IV. |Means of
finance
Working. 65,579.59 61,025.20 63,029.93 727,950.20
Capital
Funding from
Banks.
Internal 1,95,686.9 1,39,122.6 (9,89,329.
Accruals & 2,31,485.7 6 2 54)
Equity 7
Total means of 2,56,712.1 2,02,152.5 (2,61,379.
finance 2,97,065.3 6 5 34)
6

 

 

 

 

 

 

 

 

 

 

 

 

Our Company was facing acute liquidity crisis in the year 2019 due to streiched working capital cycle on account of stuck-up receivables
and other investments. This stress on liquidity was also reflected on non-payment of creditors and other liabilities on time. All these factors
led to the negative working capital indicating the significant depletion in the Company's own contribution to working capital. This imbalance
in Working Capital was corrected by way of impairment of receivables/other financial assets and settlement of creditors as per the terms of
Patanjali Resolution Plan as approved by NCLT.

The details of our Company’s expected working capital requirements, as approved by the Board, pursuant to a
resolution dated August 16, 2021 for the Fiscal 2022 and funding of the same are as provided in the table below:

113
(7 in lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. Taran Estimated amount, as_| Holding period (no of
No at March 31, 2022* days) in Fiscal 2022*
1 Current Assets
1. | Inventories
a. Raw material (includes packaging materials) 1,91,145.49 34
b. Work-in-progress 911.63 0.16
c. Finished goods 120,607.43, 22
d. Stores, Spares and Consumables 11,164.87 2
2. | Trade Receivables 65,648.12 12
3. | Advances recoverable in cash or in kind or for value to 30,201.25 5
be received
4. | Cash & Cash equivalents 5,733.08 1
5. | Bank balances other than cash & cash equivalents 50,450.67 9
6. | Other Financial Assets 1,037.26 0.19
7. | Other Current Assets 33,724.12 6
Total current assets (A) 5,10,623.92
Il. Current Liabilities
1. | Trade Payables 56,887.20 10
2. | Other Current Liabilities & Provisions 38,197.16 a
Total Current Liabilities(B) 95,084.36
Til. _| Working Capital Requirements (A - B) 415,539.56
Iv. Funding Pattern
Working capital funding from Banks 80,000.00
Net Proceeds from the Issue 59,342.48
Internal Accruals 2,76,197.08
Total 4,15,539.56

 

 

*GMJ & Co, chartered accountant vide certificate dated March 11, 2022 certified the working capital requirements of the Company.

Our Company proposes to utilize upto = 59,342.48 lakhs from the Net Proceeds towards funding our long-term
working capital requirements. Our Company expects that the funding pattern for working capital requirements for
Fiscal 2022 will comprise of Working capital funding from Banks, Net Proceeds from the Issue and Internal

accruals.

The estimates of incremental working capital requirements for Fiscal 2022 as approved by the Board pursuant to
a resolution dated August 16, 2021, are set forth below:

(@ in lakhs)

 

 

 

 

 

 

 

 

 

 

Particulars Fiscal 2022*
Incremental working capital requirement 1,58,827.40
Funding Pattern
Working capital funding from banks 18,974.80
Net Proceeds from the Issue 59,342.48
Internal Accruals 80,510.12
Total 1,58,827.40

 

Key assumptions for working capital requirements*:

*GMJ & Co, Chartered accountant vide certificate dated March 11, 2022 certified the working capital requirements of the Company.

 

Sr. No.| Particulars

Assumptions

 

1. Inventories Raw material:

 

 

 

Our Company had maintained raw material inventory of 18 days, 18 days 29 days
and 28 days of revenue from operations in Fiscal 2019, Fiscal 2020, Fiscal 2021
and six months period ended September 30, 2021 respectively. The major raw
material comprises of imported crude oils and the minimum lead time to reach the
refineries is 30-40 days from the date of shipment at the exporter’s destination.
Hence, we need to maintain adequate stock of imported crude oil to ensure

 

114

 

 
 

Sr. No,

Particulars

Assumptions

 

uninterrupted production. The variation in the holding levels is mainly on account
of availability of imported crude oil in international market and continuous upward
movement in the prices during said period.

In addition to the existing edible oil segment, we also plan to increase penetration
of packaged food business ‘Nutrela’ (TSP, Honey and Atta). As a strategy to
increase reliability on raw material supply we plan to focus on increasing
backward integration into the Oil Palm Plantation business and further
diversification into the new avenues of Biscuits, Noodles & Breakfast Cereals and
Nutraceuticals as per our business plan going forward

With expected increase in revenue from the existing edible oil segment, we also
plan to increase penetration of packaged food business ‘Nutrela’ (TSP, Honey and
Atta) and backward integration in the Oil Palm Plantation with further
diversification into the new avenues of Biscuits, Noodles & Breakfast Cereals and
Nutraceuticals, we have assumed raw material inventory of 34 days of revenue
from operations for Fiscal 2022. Historically, the raw material holding was
majorly pertaining to the oil business but going forward, the Company needs to
build up the raw material for its existing and new businesses.

Work in Progress:

Historically, work-in-progress has been 0.14 days, 0.15 days, 0.16 days, and 0.13
days of revenue from operations for Fiscal 2019, Fiscal 2020, Fiscal 2021, and six
months ended period September 30, 2021 respectively. It may be mentioned that
the oil refining activity does not require significant process period and
immediately converted into the finished goods ready for sale in different packing
modes i.e., tins, pouches, cans etc. With expected increase in business as explained
above, we have assumed work in progress inventory of 0.16 days of revenue from
operations for Fiscals 2022.

Finished Goods:

Historically, our Company has maintained level of finished goods of 15 days, 17
days, 21 days, and 13 days of revenue from operations in Fiscal 2019, Fiscal 2020,
Fiscal 2021 and six months period ended September 30, 2021, respectively. Our
company has extensive distribution network across the country and we need to
maintain adequate back up of stock of finished goods to supply to distributors,
dealers and institutional customers. In order to ensure timely availability of
existing and new products to our customers, our Company would need to maintain
a higher level of finished goods inventory. Accordingly, we have assumed finished
goods inventory of 22 days of revenue from operations for Fiscal 2022. The
marginal increase in the holding level of Finished Goods is also on account of
stock of finished goods for the new business avenues of Biscuits, Noodles &
Breakfast Cereals and Nutraceuticals.

 

Trade Receivable

This is based on the average standard payment terms across our customers. Our
Company’s general credit terms vary across geographies and type of customer,
and our assumptions are based on past trends. We had trade receivables of 8 days,
8 days, 10 days and 10 days of revenue from operations at the end of Fiscal 2019,
Fiscal 2020, Fiscal 2021 and six months period ended September 30, 2021,
respectively. We endeavour to on-board new customers in domestic as well as
international geographies which amongst other things, may require us to provide
better credit terms to our customers. Accordingly, we have assumed trade
receivables of 12 days of revenue from operations at the end of Fiscal 2022. The
marginal increase in the holding level of Trade Receivables is also on account of
Trade Receivables for the new business avenues of Biscuits, Noodles & Breakfast
Cereals and Nutraceuticals.

 

 

 

Trade Payables

 

This is based on the average standard payment terms of our vendors. Our trade
payables predominantly comprise of payables towards purchase of raw materials

 

115

 
 

Sr.No.| Particulars Assumptions

 

and packaging materials. Trade payable days were 64 days, 5 days, 15 days, and
11 days of revenue from operations for Fiscal 2019, Fiscal 2020, Fiscal 2021 and
six months period ended September 30, 2021, respectively. Holding period for
Trade Payables was inordinately high prior to the Implementation Date, being
December 18, 2019. Going ahead, we have lowered trade payables to 10 days of
revenue from operations for Fiscal 2022 to ensure optimal pricing and smooth
availability of our procurements.

Prior to acquisition, the trade payable cycle was largely funded through the bank
credits in the form of non-funded limits (LC & BG) and the same was stretched
due to the liquidity issues then faced by the company. The extended credit period
on purchases (creditors) was further funded by the buyers credit availed in the
international market against the comfort of LC & BGs from the banks.
Considering this past experience, the management has already changed its funding
pattern for the creditors and now it is largely fund based. This has resulted into
strengthening of our bargaining power with our raw material suppliers and is also
yielding the benefits in terms of saving in the cost of raw material pricing.

 

 

 

 

 

* Pursuant to the certificate dated March 11, 2022, issued by GMJ & Co, chartered accountant.
Ill. General Corporate Purposes

Our Company proposes to deploy the balance Net Proceeds aggregating to = 104,275 towards general corporate
purposes, subject to such amount not exceeding 25% of the Gross Proceeds, in compliance with the SEBI ICDR
Regulations. The general corporate purposes for which our Company proposes to utilise Net Proceeds include
strategic initiatives and meeting exigencies, meeting expenses incurred by our Company, strengthening of our
manufacturing and R&D capabilities, incurring marketing, branding & promotional expenses as may be
applicable.

In addition to the above, our Company may utilise the Net Proceeds towards other expenditure considered
expedient and as approved periodically by our Board or a duly constituted committee thereof, subject to
compliance with necessary provisions of the Companies Act. The quantum of utilisation of funds towards each of
the above purposes will be determined by our Board, based on the amount actually available under this head and
the business requirements of our Company, from time to time. Our Company’s management shall have flexibility
in utilising surplus amounts, if any.

Issue Expenses
The total expenses of the Issue are estimated to be approximately = 14,630.35 lakhs.

The Issue related expenses primarily include fees payable to the BRLMs and legal counsels, fees payable to the
Auditors, brokerage and selling commission, underwriting commission, commission payable to Registered
Brokers, RTAs, CDPs, SCSBs’ fees, Sponsor Bank’s fees, Registrar’s fees, printing and stationery expenses,
advertising and marketing expenses and all other incidental and miscellaneous expenses for listing the Equity
Shares on the Stock Exchanges.

All expenses relating to the Issue shall be paid by the Company in the first instance. Upon commencement of
listing and trading of the Equity Shares on the Stock Exchanges pursuant to the Issue, our company shall be
reimbursed for any expenses in relation to the Issue paid by the Company at the first instance directly from the
Public Issue Account. The processing fees for applications made by Retail Individual Bidders using the UPI
Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written confirmation
on compliance with SEBI Circular No: SEBI/HO/CEFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI
Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.

116
The estimated Issue related expenses are as under:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Estimated Asa % of the
Activity expenses) total estimated | eee ey
(in 2 lakhs) Issue expenses

BRLMs fees and commissions (including underwriting 8,091.85 55.31% 1.88%
commission, brokerage and selling commission)

‘Commission/processing fee for SCSBs, Sponsor Banks and 1,101.18 7.53% 0.26%
Bankers to the Offer. Brokerage and selling commission and

bidding charges for Members of the Syndicate, Registered

Brokers, RTAs and CDPs

Fees payable to the Registrar to the Issue 8.86 0.06% 0.00%
Fees payable to the other advisors to the Issue 621.49 4.25% 0.14%
Others

- Listing fees, SEBI filing fees, upload fees, BSE & NSE 1,108.03 7.57% 0.26%

processing fees, book building software fees and other
regulatory expenses

: Printing and stationery 232.54 1.59% 0.05%
- Advertising and marketing expenses 437.84 2.99% 0.10%
: Fee payable to legal counsels 1,453.71 9.94% 0.34%
: Miscellaneous 1,574.85 10.76% 0.37%
Total estimated Issue expenses 14,630.35 100.00% 3.40%
(7 ~Tssue expenses as set out above are estimates and are subject to change and receipt of final invoices
Selling commission payable to the SCSBs on the portion for Retail Individual Bidders and Non- Institutional Bidders
which are directly procured and uploaded by them would be as follows:

Portion for Retail Individual Bidders (0.35% of the Amount Allotted* (plus applicable taxes)

Portion for Non- Institutional Bidders 0.15% of the Amount Allotted* (plus applicable taxes)

Portion for Eligible Employees 0.20% of the Amount Allotted* (plus applicable taxes)

 

 

 

 

*Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price

No additional uploading/processing charges shall be payable to the SCSBs on the applications directly procured by them.

The Selling Commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the bid
book of BSE or NSE.

Processing fees payable to the SCSBs of Rs. 10/- per valid application (plus applicable taxes) for processing the Bid
cum Application of Retail Individual Bidders, Non-Institutional Bidders and Eligible Employees procured from the
Syndicate /Sub-Syndicate Members/Registered Brokers /RTAs /CDPs and submitted to SCSBs for blocking.

For Syndicate (including their Sub-syndicate members), RTAs and CDPs

Brokerages, selling commission and processing/uploading charges on the portion for Retail Individual Investors (using the
UPI mechanism ), portion for Retail Individual Bidders, Non-Institutional Bidders and Eligible Employees which are
procured by members of Syndicate (including their Sub-Syndicate Members), RTAs and CDPs or for using 3-in! type accounts-
linked online trading, demat & bank account provided by some of the brokers which are members of Syndicate (including their
Sub-Syndicate Members) would be as follows:

 

 

 

 

Portion for Retail Individual Bidders 0.35% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders 0.15% of the Amount Allotted* (plus applicable taxes)
Portion for Eligible Employees 0.20% of the Amount Allotted* (plus applicable taxes)

 

 

 

 

*Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price

The Selling Commission payable to the Syndicate / Sub-Syndicate Members will be determined on the basis of the application
form number / series, provided that the application is also bid by the respective Syndicate / Sub-Syndicate Member. For
clarification, if a Syndicate ASBA application on the application form number / series of a Syndicate / Sub-Syndicate
Member, is bid by an SCSB, the Selling Commission will be payable to the SCSB and not the Syndicate / Sub-Syndicate
Member. The payment of Selling Commission payable to the sub-brokers / agents of Sub-Syndicate Members are to be
handled directly by the respective Sub-Syndicate Member. The Selling Commission payable to the RTAs and CDPs will be
determined on the basis of the bidding terminal id as captured in the bid book of BSE or NSE.

117
Uploading Charges/ Processing Charges of Rs.30/- valid application (plus applicable taxes) are applicable only in case of
bid uploaded by the members of the Syndicate, RTAs and CDPs:

* for applications made by Retail Individual Investors using the UPI Mechanism

Uploading Charges/ Processing Charges of Rs.10/- valid application (plus applicable taxes) are applicable only in case
of bid uploaded by the members of the Syndicate, RTAs and CDPs:

© for applications made by Retail Individual Bidders using 3-in-1 type accounts
© for Non-Institutional Bidders using Syndicate ASBA mechanism / using 3- in -1 type accounts,

The Bidding/uploading charges payable to the Syndicate / Sub-Syndicate Members, RTAs and CDPs will be determined
on the basis of the bidding terminal id as captured in the bid book of BSE or NSE.

For Registered Brokers

Selling commission payable to the registered brokers on the portion for Retail Individual Bidders & Non-Institutional Bidders
which are directly procured by the Registered Brokers and submitted to SCSB for processing would be as follows:

© Portion for Retail Individual Bidders and Non- Institutional Bidders: & 10/- per valid application* (plus applicable taxes)
“Based on valid applications

For Sponsor Banks

Processing fees for applications made by Retail Individual Bidders using the UPI mechanism will be:

 

‘Sponsor Banks
‘Axis Bank Limited %2/- per valid Bid cum Application Form * (plus applicable taxes).

The Sponsor Bank shall be responsible for making payments to the third parties such as
remitter bank, NPCI and such other parties as required in connection with the performance of
its duties under the SEBI circulars, the Syndicate Agreement and other applicable laws.

DFC Bank Limited %8/ per valid Bid cum Application Form* (plus applicable taxes).

The Sponsor Bank shall be responsible for making payments to the third parties such as
remitter bank, NPCI and such other parties as required in connection with the performance of
its duties under the SEBI circulars, the Syndicate Agreement and other applicable laws.

Kotak Mahindra Bank | @ 8 per valid Bid cum Application Form* (plus applicable taxes).

Limited The Sponsor Bank shall be responsible for making payments to the third parties such as
remitter bank, NPCI and such other parties as required in connection with the performance of
its duties under the SEBI circulars, the Syndicate Agreement and other applicable laws.

 

 

 

 

 

 

 

“For each valid application.
Note: The processing fees for applications made by Retail Individual Bidders using the UPI Mechanism may be released to
the remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI Circular No:
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June wa 2021 read with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.

Interim use of Net Proceeds

Pending utilisation of the Net Proceeds for the 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 it shall not use the Net
Proceeds for buying, trading or otherwise dealing in shares of any other listed company or for any investment in
the equity markets.

Bridge Financing Facilities

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

Monitoring of Utilisation of Funds

118
Our Company has appointed State Bank of India as the monitoring agency in accordance with Regulation 137 of
the SEBI ICDR Regulations. Our Board and the monitoring agency will monitor the utilisation of the Net
Proceeds, and submit the report required under Regulation 137(2) of the SEBI ICDR Regulations.

Our Company will disclose the utilisation 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 utilised. Our Company will indicate investments,
if any, of unutilised Net Proceeds in the balance sheet of our Company for the relevant fiscals subsequent to receipt
of listing and trading approvals from the Stock Exchanges.

Pursuant to Regulation 32(3) of the Listing Regulations, our Company shall, on a quarterly basis, disclose to the
Audit Committee the uses and applications of the Net Proceeds. On an annual basis, our Company shall prepare
a statement of funds utilised for purposes other than those stated in this Prospectus and place it before the Audit
Committee and make other disclosures as may be required until such time as the Net Proceeds remain unutilised.
Such disclosure shall be made only until such time that all the Net Proceeds have been utilised in full. The
statement shall be certified by the statutory auditor of our Company. Furthermore, in accordance with 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 actual utilisation of the proceeds of the Issue from the objects of
the Issue as stated above; and (ii) details of category wise variations in the actual utilisation of the proceeds of the
Issue from the objects of the Issue as stated above. This information will also be published in newspapers
simultaneously with the interim or annual financial results and explanation for such variation (if any) will be
included in our Director’s report, after placing the same before the Audit Committee.

Variation in Objects of the Issue

In accordance with Sections 13(8) and 27 of the Companies Act and applicable rules, our Company shall not vary
the objects of the Issue without our Company being authorised to do so by the Shareholders by way of a special
resolution through postal ballot. In addition, the notice issued to the Shareholders in relation to the passing of such
special resolution (“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 Marathi, being the local language of the jurisdiction where the Registered Office is situated in
accordance with the Companies Act and applicable rules. Our Promoters 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, in accordance with the SEBI ICDR Regulations.

Other Confirmations
Except to the extent of the proceeds being utilized for redemption of the NCDs and CNCRPS, allotted to PAL,
one of our Promoters, none of our Promoters, Directors, KMPs, Promoter Group or Group Companies will receive

any portion of the Issue Proceeds and there are no existing or anticipated transactions in relation to utilization of
the Net Proceeds with our Promoters, Directors, KMPs, Promoter Group or Group Companies.

119
BASIS FOR ISSUE PRICE

The Issue Price will be determined by our Company, in consultation with the BRLMs, on the basis of assessment
of market demand for the Equity Shares offered through the Book Building Process and on the basis of quantitative
and qualitative factors as described below. The face value of the Equity Shares is = 2 each and the Issue Price is
307.50 times the face value at the lower end of the Price Band and 325.00 times the face value at the higher end
of the Price Band.

Bidders should read the below mentioned information along with “Our Business”, “Risk Factors”, “Restated
Financial Statements” and “Management's Discussion and Analysis of Financial Condition and Results of
Operations” on pages 183, 33, 321 and 413, respectively, to have an informed view before making an investment
decision.

    

Qualitative factors
We believe that some of the qualitative factors which formed the basis for computing the Issue Price are as follows:

Strong promoter pedigree of Ramdev led Patanjali group, a leading FMCG and wellness-oriented brand
Experienced leadership and management team

Upstream and downstream integration and one of the key players in Oil Palm Plantation

We have developed an effective strategy to procure the key raw materials required for our business and
have a track record of managing volatility in the commodity prices and foreign exchange markets

Our products enjoy strong brand recognition in the Indian market

We benefit from a strong, established and extensive distribution network.

Foray into health and wellness space with launch of Nutraceuticals

Pioneer and market leader in branded TSP space

Presence across mass, value and premium segment.

For further details, see “Our Business” on page 183.
Quantitative factors

Certain information presented below, relating to our Company, is based on the Restated Financial Statements. For
details, see “Restated Financial Statements” on page 321.

Some of the quantitative factors which may form the basis for calculating the Issue Price are as follows:

I. Basic and diluted earnings per share (“EPS”)

 

 

 

 

 

 

 

Period ended Basic EPS (in 2) | Diluted EPS (in 2)? Weight
March 31, 20219) 23.02 23.02 3
March 31, 20200) 876.88 876.88 2
March 31, 20199 ® 104.54 104.54 1
Weighted Average 321.23 321.23
September 30, 20219 11.42 11.42

 

 

 

 

 

© Basic EPS (8) = Net Profit as restated attributable to the owners of the Company divided by the weighted average number of equity
shares outstanding during the year.

® Diluted EPS (%) = Net profit as restated attributable to the owners of our Company divided by the weighted average number of
diluted Equity Shares outstanding during the year.

© — The Basic and Diluted EPS for Fiscals 2019, 2020, 2021 and for the period ended September 30, 2021 is computed based on
amounts derived from Restated Financial Statements.

Exceptional items (net) amounting to Rs. 7,49,023.01 Lakhs and Rs. (4,259.12) Lakhs is included in Net Profit after Tax of the F.Y.
March 31, 2020 and March 31, 2019 respectively.

©) The basic and diluted EPS for the six months ended September 30, 2021 has not been annualized.

Notes:

1. Basic and diluted earnings per Equity Share are computed in accordance with Indian Accounting Standard 33 ‘Earnings per
Share’, notified accounting standard by the Companies (Indian Accounting Standards) Rules of 2015 (as amended).

120
2. Weighted average number of Equity Shares is the number of Equity Shares outstanding at the beginning of the period adjusted by
the number of Equity Shares issued during the period multiplied by the time weighting factor. The time weighting factor is the
number of days for which the specific shares are outstanding as a proportion of total number of days during the period.

The above statement should be read with significant accounting policies and notes on Restated Financial Statements as appearing in the
Restated Financial Statements.

Price/Earning (“P/E”) ratio in relation to Price Band of % 615.00 to ¥ 650.00 per Equity Share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars P/E at the Floor Price P/E at the Cap Price
(number of times) (number of times)
Based on basic EPS for Fiscal 2021 26.72 28.24
Based on diluted EPS for Fiscal 2021 26.72 28.24
Industry Peer Group P/E Ratio
Particulars PEO Name of Company Face Value
Highest 77.76 | Nestle India Limited 10
Lowest 23.29 | ITC Limited 4
Average 52.11
Median 54.52
© P/E Ratio has been computed based on the closing market price of equity shares on NSE on March 30, 2022 divided

by the basic EPS

II. Return on Net Worth (“RoNW”)

Derived from Restated Financial Statements:

 

 

 

 

 

 

 

Period ended RoNW (%) Weight
March 31, 20210) 78.60% 3
March 31, 202090 © 4,950.60% 2
March 31, 20199 9 NA 1
Weighted Average 2,027.40%
September 30, 20212 27.72%

 

 

 

 

(7 Return on net worth (%) = Restated profit for the period / year as divided by net worth as at the end of the period / year.

2) Net Worth = Paid up Share Capital + Capital Redemption Reserve + General Reserve + Security Premium Account-Accumulated
Losses + Retained Earnings (not considering the impact of Fair Valuation of assets as per IND AS, as on 01.04.2015, Accumulated
depreciation on fair valued depreciable assets and OCI Remeasurement of defined benefit plans as on Date), as per the restated
statement of assets and liabilities of the Company in the Restated Financial Statements.

© The RoNW for Fiscals 2019, 2020, 2021, and for the six month period ended September 30, 2021 is computed based on amounts

derived from Restated Financial Statements.

The RoNW for Fiscal 2019 is NA since the net worth of the company had been fully eroded and the company was under Corporate

Insolvency Resolution process. Hence the weight for the same is also not considered.

© Exceptional items (net) amounting to Rs. 7,49,023.01 Lakhs and Rs. (4259.12) Lakhs is included in Net Profit after Tax of the F.Y.
March 31, 2020 and March 31, 2019 respectively.

© The RoNW for the six months ended September 30, 2021 has not been annualized.

@

III. Net asset value per Equity Share (face value of = 2 each)

 

 

 

 

 

 

 

 

Fiscal year ended/ Period ended NAV per Equity Share (2)
As on September 30, 20212 148.82
As on March 31, 20212) 137.35
After the completion of the Issue:
() At Floor Price 237.95,
(ii) At Cap Price 240.43
Issue Price 240.43

 

 

 

Net asset value per equity share is calculated by dividing total equity of the company by weighted average number of equity shares.
The equity shares outstanding are considered net of treasury shares (in number ~ 76,301 equity shares).

® Net asset value per Equity Share is computed based on amounts derived from Restated Financial Statements

® The number of equity shares outstanding changed in accordance with approved resolution plan.

121
IV. Comparison with listed industry peers

Although there no exact listed peers of our company owing to the wide range of products, we have included
the peers on the basis of different business verticals. Following is the comparison with our peer companies
listed in India:

 

 

 

 

 

 

 

 

 

 

 

 

Face 7
Revenue Closing
Includi pone riceon | EPS EPS ee
Nene of the | other ae ee March 30, | (Basic) | (Diluted) | pre RONW eee
oupaey FY21 ctany | 2022 in | (in | Gn] (ry ae
(in Lacs) (nd) z) ,
Ruchi Soya | _ 16,38,297.71 2 979.10 | 23.02 23.02 | 42.53 | 78.60% | 137.35
Industries oo
Limited®
Peer Group
Dabur Limited 9,88,694.00 1 9.58 9.55 22.12% 43.36
527.70 55.08
Britannia 13,44,901.00 1 77.43 77.40 52.16% | 147.38
Industries 3,148.40 40.66
Limited
Nestle India | 14,82,952.00 10 222.46 | 222.46 102.90% | 216.20
Limited? 17,298.00 77.76
‘Agro Tech 89,342.00 10 13.21 13.17 7.26% | 182.00
Foods 814.05 61.62
Limited?)
Zydus 1,87,561.00 10 19.55 19.55 2.60% | 752.01
Wellness 1,508.25 77.15
Limited?)
Godrej Agrovet | 6,30,627.00 10 16.34 16.33 16.95% | 106.79
Limited 447.55 27.39
Marico Limited | 8,14,200.00 1 9.08 9.08 37.01% 25.11
490.00 53.96
TTC Limited 55,78,768.00 1 10.70 10.70 22.18% 49.06
249.20 23.29

 

 

 

 

 

 

 

 

 

o
a

@
o

o

@

o
ao)
ay

Basic EPS refers to the basic EPS sourced from the annual reports of the respective company for the year ended March 31, 2021
Diluted EPS refers to the diluted EPS sourced from the annual reports of the respective company for the year ended March 31,
2021

NAV is computed as total equity divided by the weighted average number of equity shares.

P/E Ratio has been computed based on the closing market price of equity shares on NSE on March 7, 2022 divided by the basic
EPS provided under Note 1 above

Return on Networth (RoNW), except for Ruchi Soya Industries Limited, is computed as net profit after tax divided by equity
attributable to shareholders of the holding company.

Return on Networth (RoNW) for Ruchi Soya Industries Limited = Restated profit for the period / year as divided by net worth as at
the end of the period / year.

Net Worth = Paid up Share Capital + Capital Redemption Reserve + General Reserve + Security Premium Account-Accumulated
Losses + Retained Earnings (not considering the impact of Fair Valuation of assets as per IND As as on 01.04.2015, Accumulated
depreciation on fair valued depreciable assets and OCI Remeasurement of defined benefit plans as on date), as per the restated
statement of assets and liabilities of the Company in the Restated Financial Statements.

All financial information for listed industry peers is on a consolidated basis (unless otherwise available on a standalone basis only)
and is sourced from financial results or annual report of the company for the year ended March 31, 2021 except for Nestle India
Limited whose standalone annual report as on December 31, 2021 is considered and submitted to stock exchanges.

Based on Standalone Restated Financial information as and for the period ended March 31, 2021.

Financial statements as reported by the company as of year ended December 31, 2021.

RoNW and NAV per share has been calculated by including NCI as annual report does not show bifurcation between parent and
NCI.

The Issue Price of = 650.00 has been determined by our Company in consultation with the BRLMs, on the basis
of market demand from investors for Equity Shares, as determined through the Book Building Process, and is
justified in view of the above qualitative and quantitative parameters. Investors should read the above-mentioned
information along with “Risk Factors”, “Our Business”, Management Discussion and Analysis of Financial
Position and Results of Operations” and “Financial Information” on pages 33, 183, 413 and 320, respectively, to
have a more informed view. The trading price of the Equity Shares could decline due to the factors mentioned in
the “Risk Factors” and you may lose all or part of your investments.

122

 
STATEMENT OF SPECIAL TAX BENEFITS

To,

The Board of Directors

Ruchi Soya Industries Limited,

Ruchi House, Royal Palms, Survey No. 169,
Aarey Milk Colony, Near Mayur Nagar,
Goregaon East

Mumbai — 400 065

Maharashtra, India

(“the Company”)

And

SBI Capital Markets Limited
202, Maker Tower E, Cuffe Parade,
Mumbai 400 005

Maharashtra, India

Axis Capital Limited

Axis House, Level 1,

C-2 Wadia International Centre,
P. B. Marg, Worli,

Mumbai — 400 025
Maharashtra, India

ICICI Securities Limited

ICICI Venture House

Appasaheb Marathe Marg, Prabhadevi
Mumbai — 400 025

Maharashtra

(Collectively, the “Book Running Lead Managers” or “BRLMs”)

INDEPENDENT AUDITOR’S CERTIFICATE IN RESPECT OF STATEMENT OF POSSIBLE
SPECIAL TAX BENEFITS AVAILABLE TO RUCHI SOYA INDUSTRIES LIMITED (THE
“COMPANY”) AND ITS SHAREHOLDERS UNDER THE INDIAN TAX LAWS:

This certificate is issued in accordance with the terms of our arrangement letter dated June 12, 2021 executed
between us, the Company and the BRLMs for the purpose of the proposed further public offering of equity shares
of face value of Rs. 2 each (the “Equity Shares”) of the Company (such offering, the “Offer”) under Chapter
IV of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended, (the “SEBI ICDR Regulations”) and related rules and regulations issued by the Securities and
Exchange Board of India (“SEBI”).

A statement containing details of possible special tax Benefits available to the Company and its shareholders
under the Income tax Act, 1961 (read with income tax rules, circulars, notifications), as amended (hereinafter
referred to as the “Income Tax Regulations”) has been prepared by the management of the Company and signed
by the authorized signatory of the Company (hereinafter referred to as “the Statement”) is annexed, which we
have initialed for identification purposes only.

We understand that the Company is required to disclose such details in the Red Herring Prospectus (the “RHP”)
and Prospectus (the “Prospectus”, and the RHP, the “Offer Documents”).

Management’s Responsibility
The preparation of the Statement is the responsibility of the Management of the Company. This responsibility

includes the design, implementation and maintenance of internal control relevant to the preparation and
presentation of the Statement and applying an appropriate basis of preparation; and making estimates that are

123
10.

At;

12.

13.

ii)

iii)

reasonable in the circumstances. The management is also responsible for identifying and ensuring that the
Company complies with the laws and regulations applicable to its activities.

The Management is also responsible for ensuring adherence that the details in the Statement are correct.
Independent Auditor’s Responsibility

Pursuant to the SEBI ICDR Regulations and the Companies Act 2013, as amended (‘Act’), it is our responsibility
to report whether the Statement prepared by the Company, presents, in all material respects, the possible special
tax benefits available to the Company and to its shareholders as of date, in accordance with the Income Tax
Regulations as at the date of our report.

We conducted our examination of the Statement in accordance with the Guidance Note on Reports or Certificates
for Special Purposes (Revised 2019) (the “Guidance Note”) issued by the Institute of Chartered Accountants of
India (ICAI) and Standards on Auditing specified under Section 143(10) of the Companies Act 2013. The
Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality
Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and
Related Services Engagements.

Inherent Limitations

We draw attention to the fact that the Statement includes certain inherent limitations that can influence the
reliability of the information.

The accompanying statement does not cover any general tax benefits available to the Company and its
shareholders. Further, any benefits available under any other law within or outside India have not been examined
and covered by this Statement.

The 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 Offer.

Further, we give no assurance that the Revenue authorities/ Courts will concur with our views expressed herein.
Our views are based on the existing provisions of law and its interpretation, which are subject to change from
time to time. We do not assume responsibility to update the views consequent to such changes.

Opinion

In our opinion, the Statement prepared by the Company presents, in all material respects, the possible special tax
benefits available to the Company and the shareholders of the Company, in accordance the Income Tax
Regulations as at the date of our report.

The contents of the enclosed statement are based on information and explanations obtained from the Company and
on the basis of their understanding of the business activities and operations of the Company.

Other Matters

We hereby consent to the extracts of this certificate being used in the Offer Documents and any other document
to be issued by the Company in connection with the Offer.

This certificate may be relied on by the BRLMs in relation to the Offer. This certificate has been issued as per
the terms of arrangement letter as referred above in connection with the Offer and can be used, in full or part, for
inclusion in the Offer Documents and any other document used in connection with the Offer, and for the
submission of this certificate as may be necessary, to any regulatory/statutory authority, stock exchanges, any
other authorities as required and/or for the records to be maintained by the BRLMs in connection with the Offer
and in accordance with applicable law, and for the purpose of any defense the BRLMs may wish to advance in
any claim or proceeding or any other matter in connection with the contents of the Offer Documents.

124
Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other
person to whom this certificate is shown or into whose hands it may come without our prior consent in writing.

For Chaturvedi & Shah LLP
Chartered Accountants
Firm Registration No. 101720W / W100355

Vijay Napawaliya

Partner

Membership No: 109859

UDIN: 22109859AEQUOD1026

Place: Mumbai
Date: March 11, 2022

Encl.: a/a

125
Dy

ANNEXURE

STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO RUCHI SOYA INDUSTRIES LIMITED
(THE “COMPANY”) AND ITS SHAREHOLDERS:

Direct Tax - under the Income tax Act, 1961 (read with income tax rules, circulars, and notifications), as
amended (hereinafter referred to as the “Income Tax Regulations”):

There are no special tax benefits available to the Company and its Shareholders under Income Tax Regulation.
Notes:

The above Statement set out in a summary manner only and is not a complete analysis or listing of all potential
tax consequences of the purchase, ownership and disposal of shares.

This Statement is intended only 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 tax consequences, each
investor is advised to consult his/her own tax advisor with respect to specific tax consequences of his/her
investment in the shares of the Company.

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.

For RUCHI SOYA INDUSTRIES LIMITED
Ram Bharat
Managing Director

DIN: 01651754

Place: Haridwar
Date: March 11, 2022

126
INHERENT LIMITATIONS

This statement has been prepared solely in connection with the proposed public offering of equity shares of the
Company under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended.

For GMJ & Co
Chartered Accountants
ICAI Firm Registration Number: 103429W

CA Haridas Bhat

Partner

Membership No. 039070

UDIN: 22039070AEQXWN8562
Date: March 11, 2022

Place: Mumbai

128
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO RUCHI SOYA
INDUSTRIES LIMITED (“THE COMPANY”), AND THE SHAREHOLDERS OF THE COMPANY
UNDER THE APPLICABLE INDIRECT TAX LAWS IN INDIA

To,

The Board of Directors,

Ruchi Soya Industries Limited,

Ruchi House, Royal Palms,

Survey No — 169, Aarey Milk Coloney,
Near Mayur Nagar, Goregaon (East)
Mumbai — 400 065

Subject: Statement of Possible Special Tax Benefits available to the Company and the shareholders of
the company under the indirect tax laws

 

Dear Sirs,

We refer to the proposed public offering of equity shares of Ruchi Soya Industries Limited (“the Company”).
We enclose herewith the statement (the “Annexure”) showing the current position of special tax benefits available
to the Company and the shareholders of the Company as per the provisions of the Indian indirect tax laws i.e. the
Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, respective State
Goods and Services Tax Act, 2017, Customs Act, 1962 and the Customs Tariff Act, 1975 (collectively the
“Taxation Laws”), including the rules, regulations, circulars and notifications issued in connection with the
Taxation Laws and the Foreign Trade Policy 2015-2020 (which has been extended now by another one year i.e.,
up to 31 March 2021 vide Notification no 57/2015- 2020 dated 31 March 2020 as presently in force and
applicable to the financial year 2021-22 for inclusion in the Red Herring Prospectus (“RHP”) and Prospectus for
the proposed public offering of shares of the Company, as required under the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”).

Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed
under the relevant provisions of indirect taxation laws. Hence, the ability of the Company or its shareholders to
derive these tax benefits is dependent upon their fulfilling such conditions.

The benefits discussed in the enclosed Annexure are neither exhaustive nor conclusive. The contents stated in the
Annexure are based on the information and explanations obtained from the Company. This statement is only
intended to provide general information to guide 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 their own tax consultant with respect to specific tax implications
arising out of their participation in the offer. We are neither suggesting nor are we advising the investor to invest
money or not to invest money based on this statement.

We do not express any opinion or provide any assurance whether:

. The Company or its Shareholders will continue to obtain these benefits in future;

. The conditions prescribed for availing the benefits have been/would be met

We hereby give our consent to include this statement and the enclosed Annexure regarding the possible special
tax benefits available to the Company and its shareholders of the company in the RHP and Prospectus for the
proposed public offering of equity shares of the Company, which the Company intends to submit to the Securities
and Exchange Board of India, the Registrar of Companies, Mumbai and the stock exchanges where the equity
shares of the Company are proposed to be listed, provided that the below statement of limitation is included in the
RHP and Prospectus.

127
ANNEXURE TO THE STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO RUCHI SOYA
INDUSTRIES LIMITED (“THE COMPANY”) AND THE COMPANY’S SHAREHOLDERS

The information provided below sets out the possible special tax benefits available to the Company and the
shareholders of the Company in a summary manner only and is not a complete analysis or listing of all potential
tax consequences of the subscription, ownership and disposal of equity shares of the Company, under the current
tax laws presently in force. Several of these benefits are dependent on the shareholders fulfilling the conditions
prescribed under the relevant tax laws. Hence the ability of the shareholders to derive the tax benefits is dependent
upon fulfilling such conditions, which, based on commercial imperatives a shareholder faces, may or may not
choose to fulfill. The following overview is not exhaustive or comprehensive and is not intended to be a substitute
for professional advice. In view of the individual nature of the tax consequences and the changing tax laws, each
investor is advised to consult their own tax consultant with respect to specific tax implications arising out
of their participation in the issue. We are neither suggesting nor are we advising the investor to invest money or
not to invest money based on this statement.

INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX CONSULTANT WITH RESPECT TO
THE TAX IMPLICATIONS AND CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING
OF EQUITY SHARES IN THEIR PARTICULAR SITUATION.

STATEMENT OF POSSIBLE SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO THE
COMPANY AND THE SHAREHOLDERS OF THE COMPANY

1. Special Indirect tax benefits available to the Company
There are no special Indirect tax benefits available to the Company.

2. Special Indirect tax benefits available to Shareholders

There are no indirect tax benefits applicable in the hands of the shareholders for investing in the shares of the
Company.

Notes:

The above statement of possible special indirect tax benefits sets out the provisions of law in a summary manner
only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and
disposal of shares.

For RUCHI SOYA INDUSTRIES LIMITED

Ram Bharat

Managing Director

DIN: 01651754

Place: Haridwar
Date: March 11, 2022

129
SECTION IV - ABOUT OUR COMPANY
INDUSTRY OVERVIEW

The information contained in this section is obtained or extracted from the “Report on Indian Packaged Food
Industry" dated January 3, 2022, prepared by Technopak (the “Technopak Report”) (which was commissioned
and paid for by us exclusively for the purpose of this Issue. We officially engaged Technopak Advisors Private
Limited, in connection with the preparation of the Technopak Report on March 11, 2021. The data may have been
reclassified by us for the purposes of presentation. Industry sources and the 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.
Industry publications are also prepared based on information as of specific dates and may no longer be current
or reflect current trends.

MACROECONOMIC OVERVIEW OF INDIA

India GDP and GDP Growth

India is the world's 6th largest economy and expected to be in top 3 global economies by FY 2050.

Currently, India ranks sixth in the world in terms of nominal gross domestic product ("GDP") and is the third
largest economy in the world in terms of purchasing power parity ("PPP"). India is estimated to be among the top

three global economies in terms of nominal GDP by Fiscal 2050.

Exhibit 1: GDP Ranking of Key Global Economies (CY 2020)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

% Share (World
Country Rank GDP, at current Rank PPP * a
prices)
United States 1 24.7% 2 15.8%
China 2 17.4% 1 18.3%
Japan* 3 5.8% 4 3.9%
Germany 4 4.5% 5 3.3%
United Kingdom 5 3.2% 9 2.3%
France 7 3.1% 8 2.3%
Italy 8 2.2% 10 1.8%
Canada 9 1.9% 14 1.3%
Korea, Republic 10 1.9% 13, 1.7%

 

Source: World Bank Data, RBI, Technopak Research
India expected to fare better than developed economies and recover to a high growth path in coming years.

India’s GDP Growth

Since FY 2005, Indian economy's growth rate has been twice as that of the world economy and it is expected to
sustain this growth momentum in the long term. In the wake of COVID-19, India's nominal GDP has contracted
by approximately 3% in FY2021 and is expected to bounce back and reach US$ 4 Tn by FY 2025. It is also
expected that the growth trajectory of Indian economy will enable India to be among the top 3 global economies
by FY 2050.

Several structural factors are likely to contribute to economic growth in the long run. These include favourable
demographics, reducing dependency ratio, rapidly rising education levels, steady urbanization, growing young &
working population, IT revolution, increasing penetration of mobile & internet infrastructure, increasing
aspirations and affordability etc.

COVID-19 had a massive impact on Indian economy in FY 2021, with GDP in Q1 FY 2021 contracting 24% as

compared to same period last year. The contraction in Q1 FY 2021 was not uniform; it varied from state to state
and sector to sector. Aviation sector was worst hit followed by tourism, realty, food services etc. But as

130
government eased lockdown restrictions and economy started to open up, the economic trajectory witnessed a
growth revival by end of Q1 2021. In FY 22, the Indian GDP was expecting a faster recovery and projected to
grow at 14.5 - 15% (in nominal terms). However, given the current surge in the Covid pandemic that has resulted
in wide-spread disruption and diversion of attention and resource to mitigate it, the projected growth of Indian
GDP in the Q1 of FY 22 appears to be facing head winds and the annual growth many be restricted to 13.5%.

Exhibit 5: Historical GDP Growth (%)

25%

20%

20%

17%17%,
16% 169%16%
159%159%15% 15%
14%14%

  

15%

10% 8%

 

PRRERRERASSSSSSSSSSSeeseesasaghags
RRRARRARRSSSSSSSSSSSS SSS Ss ssssRsgs
SAFSFRRFRRRSSERRSRRRSSRRRERERERE RASS

“a0 g88 8

-7%
——% Growth (Real) - India —— % Growth (Nominal) - India

Source: RBI Data, World Bank, IMF
*2012- GDP Spike in Real growth rate due to change of base from 2004-05 to 2011-12. Hence excluded from decadal growth rate as well

Domestic Consumption
High share of domestic consumption in Private Final Consumption Expenditure

India's share of domestic consumption, measured as private final consumption expenditure, in its GDP was
~60.5% in FY 2020. This private consumption expenditure comprises both goods (food, lifestyle, home, pharmacy
etc.) and services (food services, education, healthcare etc.). In comparison, China's domestic consumption share
to GDP in 2019 was 36.8%. High share of private consumption to GDP has the advantage of insulating India from
volatility in the global economy. It also implies that sustainable economic growth directly translates into sustained
consumer demand for goods and services. India's domestic consumption has grown at a CAGR of 11.1% between
FY 2014 and FY 2019, compared to 4.3% and 8.2% in the United States and China, respectively

However, with the outbreak of COVID-19, there has been a depression in demand with an estimated loss of
revenue worth US$ 117 Bn in merchandise retail in FY 2021. With the economic environment becoming
uncertain, not only are consumers more thoughtful about their consumption but also more conscious of their
savings and investments. The consumption priorities are also driven by the health and safety concerns and the
other behavioural changes adopted because of the pandemic. While the discretionary categories like apparel and
lifestyle were severely impacted by the pandemic, need based categories like food and pharma have witnessed
growth in the last one year.

The per capita income of India has been showing an increasing trend since 2012; growing at a healthy CAGR of
approximately 10%, the per capita income reached 21,48,726 in CY 19. Given the impact of COVID-19, it is
projected to decrease to 21,37,913 in CY 20. However, it is expected to bounce back to 21,52,936 in the
subsequent year and continue its growth journey at a CAGR of 10.5%.

131
 

 

 

a Total No. of HHs | Avg.HH | Avg. Urban | Decadal growthrate | Decadal growth rate
(Mn.) Size HH size of HHs population

2011 248 4.8 46 28.5% 16.4%

2021 298 45 43 20.2% 9.0%

Projected

 

 

 

 

 

 

Source: Census for each decade. Technopak Research, 2021 projected basis Past Growth, Household size and Expected Future Growth)

Exhibit 16: Distribution of Households by number of persons (No. of Household in millions)

 

 

 

 

 

 

 

 

 

FY 2001 FY 2011
No. of person Total HH Rural HH Urban HH Total HH Rural HH Urban HH
(vin.) (Mn,) (Min) (Min.) (Min.) (Min.)

1 Person 8 6 2 10 7

2 Persons 16 12 5 25 17 8
3-5 Persons 95 65 29 a7 88 49
6-10 Persons 67 50 17 70 51 1g
11 Persons and 7 5 2 6 5 1
above

 

 

 

 

 

 

 

Source: Census 2001 and Census 2011, Technopak Research
Reforms: Critical to create Demand Stimulus

Structural reforms are critical to harness dividends of positive demographics and urbanization and there are risks
if they fail to do so.

The first wave of reforms started in the mid-1980s, with increased participation of private sector in economy as
the public sector began to reduce its role in the economy. Economic performance improved, with GDP growth
accelerating from an average of 3.9% in the first half of the 1980s to an average 5.3% in the second half of the
decade.

The second wave of reforms came as a response to the FY 1991 balance of payments crisis. The crux of the reform
process was to signal the shift to a more open economy, involving a greater role of market forces, the private
sector and foreign investment. As the benefits of reforms began to trickle through, the global economy slowed
down and the benefits from the reforms did not translate fully into India’s economic performance. From the early
2000’s as global economy recovered India’s growth trend improved significantly.

In the last 10 years, Government has pushed towards infrastructure investments in roads, railways, defence and
power; public-private partnerships; smart cities; skill development; widening of domestic manufacturing base and
taxation needs to yield jobs for India’s working population. This push also needs to deliver sustainable
urbanization that provides affordable housing, improved public health metrics and mass transportation. Many of
these interventions continue to be work in progress and outcome on these initiatives will deliver the advantages
of urbanization and India’s demographic dividend towards sustained growth of private consumption and its
positive impact on discretionary purchases.

Aatmanirbhar Bharat Abhiyan

Almost equivalent to 10% of GDP, the stimulus package announced by the Indian government contains 1.2% of
direct stimulus measures and the remaining 8.8% includes liquidity support measures and credit guarantees.
Investments for infrastructure development and credit facilitation for agriculture, horticulture, fisheries, animal
husbandry and food processing industries and support to other MSMEs through public sector expenditure entails
a long -term investment and dividend cycle. It is expected to attract participation from private players and create
more job opportunities resulting in an uptick in income levels and thereby consumption. The Government of India
has allocated 21,50,000 crore for investments and credit facilitation for various areas of agriculture, horticulture,
fisheries and animal husbandry.

The reforms around agri-marketing (Amendment in Essential Commodities Act, Agricultural Produce Market
Committee Act, and Development of a legal framework for contract farming) were long overdue and if
implemented in the right spirit, they will bring efficiencies in the value chain and improve value realization for
farmers. These will also encourage inflow of private investments in the food processing industry, thereby building
a platform for jobs in the rural India.

133
Growth Drivers

India’s medium to long term growth and its positive impact on private consumption will be determined by inter-
play of demographics, urbanization and policy reforms.

Women Workforce

Numerous factors, including better health care and greater media focus are allowing women in India, in both urban
and rural areas, to exercise greater influence on their families and society as a whole. The most important factor,
however, is educational opportunity. Between 2005 and 2015, enrolment of girls in secondary education increased
from 45.3% to 81% and in FY 2019 was higher than enrolment of boys. Higher education has also seen an increase
in women enrolment, with almost 20% of women pursuing higher education studies compared to 22% of men.
These changes are expected to have a broad impact on societal factors, including workforce demographics and
economic independence for women. The share of women workforce in the services sector has increased from
17.5% in CY 2010 to 28%in CY 2019. The overall share of working women increased from approximately 14%
in 2000 to approximately 17% in 2010 and to approximately 24% in 2018. This increase of women in the
workforce has seen a shift of patterns in terms of household activity, including a downward trend in home cooked
meals and an increase in demand for "out of home" consumption and packaged food consumption.

Urbanization

Growing Middle Class

The households with annual earnings between US$ 5,000-10,000 have grown at a CAGR of 10% from FY 2012-
2020 and their number is projected to further double by 2025 from 2020 levels. The households with annual
earnings between US$ 10,000-50,000 have grown at a CAGR of 20% between FY 2012-2020.

Increase in number of households with annual earnings of US$ 10,000 to US$ 50,000 has been leading to an
increase in discretionary spending on food and beverages, apparel & accessories, luxury products, consumer
durables and across other discretionary categories. The consumption pattern also has moved towards higher spend

on branded, high quality food products, ready to eat / on the go categories etc.

Exhibit 14: Household Annual Earning Details

 

 

 

 

 

 

 

His with Hs with
Total House | Annual earniny Annual earning | % share of total
ony Holds (in Mn.) US$ 5,000 - © | % of total Hs USS 10,0002 ei
10,000 (Mn.) 50,000 (Mn.)
2009 236 36 15.2% 11 4.7%
2012 254 60. 23.8% 22 8.7%
2014 267 71 26.5% 27 10.2%
2015 274 85 30.9% 36 13.2%
2018 295 121 41.2% 86 29.3%
2020* 310 132 42.5% 95 30.6%

 

 

 

 

 

 

 

 

Source: EIU (Economic Intelligence Unit); Technopak Research. 2020 projected basis Growth of Population, Household Size and Expected
Future Growth

Nuclearization

The growth in the number of households exceeds population growth, which indicates an increase in nuclearization
in India. According to the 2011 census, 74% of urban households have five or less members, compared to 65% in
2001. It is expected that that smaller households with higher disposable income will lead to a greater expenditure
in, among others, jewellery, fashion, home & living, packaged food and food services.

Exhibit 15: Indian Household Size and Growth Trend

 

 

 

 

= Total No. of HHs | Avg, HH | Avg. Urban | Decadalgrowthrate | Decadal growth rate
(Mn.) Size HH size of HHs population
1981 119 So 5.4 19.2% 24.7%
1991 148 5.5, 5.3 24.4% 24.4%
2001 193 cs Sl. 30.4% 25.7%

 

 

 

 

 

 

 

 

132
The Finance Minister of India has also announced an additional INR 40,000 crore for the Mahatma Gandhi
National Rural Employment Guarantee Act scheme to create employment for the migrants who have returned
home and who are expected to stay there till the end of the monsoon.

The Government had also allocated free food grains to all the migrants for a period of two months. This was to
benefit 80 million migrants and entailed an outflow of approximately INR 3,500 crore to the central government.
This Garib Kalyan Anna Yojana had been further extended till November 2020 with the coverage expanded to
over 800 million people. This is an additional cost of over INR 90,000 crore for the government.

Indian Packaged Food Market Overview

The Indian packaged food retail market, estimated at ~INR 6,00,000 Cr in FY 2020 contributes only 15% to the
total food and grocery retail market estimated at INR 39,45,000 Cr in FY 2020. While the Indian food retail
remains dominated by unbranded products such as fresh fruits and vegetables, loose staples, fresh unpackaged
dairy and meat, however the packaged food market is growing at almost double the pace of the overall category
and is expected to gain a market share of 20% by FY 2025. Health concerns and limitation in movement due to
COVID -19 has accelerated the growth of packaged food products which offer consistent and assured quality
along with convenience.

Demand for packaged foods surged in the first quarter of FY 2021 as people stocked up in panic during the
lockdown period. The shutting down of foodservice options also led to a rise in the eating occasions at home.
While other sectors in retail are expected to contract by 30-35% during Financial Year 2021 due to the impact of
COVID-19, the packaged food segment is expected to grow at an accelerated growth rate of ~14%.

Exhibit 17: Packaged Food Retail Market in India (INR Cr)

 

~

Fh ot
fo
C pork

 

FY 2015 FY 2020 FY 2025P

 

Source: Technopak Research

Exhibit 18: Packaged Food Retail Categories

 

 

 

 

 

 

 

 

 

Market Size CAGR Market Size CAGR Market Size
FY 2015 (FY2015- FY2020 (FY2020- FY2025
(INR Cr) FY2020) (INR Cr) FY2025) (INR Cr)
Packaged Dairy (Fresh) 55,000 12% 96,800 12% 1,67,000
Packaged Meat 12,000 5% 15,000 6% 20,000
Packaged Staples — Edible Oils 111,000 7% 156,000 7% 2,14,000
Packaged Staples - Others 40,000 12% 70,000 15% 1,40,000
Other Processed Packaged Food 1,28,000 11% 2,16,200 13% 3,95,000
Packaged Beverages 30,000 10% 48,000 10% 77,000
Total 3, 76,000 10% 6,02,000 11% 10,13,000

 

 

 

 

 

 

 

Source: Technopak Research

Exhibit 19: Key Players in Packaged Food Retail Categories*

134
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

" o oe, Breakfast | Noodles

Edible Oil | Wheat Flour | Soya Chunks Honey Biscuits Careale & Pasta
Ruchi Soya of v v v v v v
Patanjali v v v v v v
‘Adani Wilmar Vv 7
Emami Agrotech vf Vv
Marico v v v v
Cargill of: v
ITC v v v
Shaktibhog v
HUL (Annapurna) v
Dabur Vv
Emami Limited ae
Britannia Vv
Parle of

 

 

 

 

 

 

 

 

 

Source: Secondary Research
“Categories detailed in further segments

Key Retail Channels

Packaged food remains a distributor led category with 75% of the sales channelized through general trade
(kiranas). However modern retail including hypermarkets, supermarkets, e-commerce platform is a growing
channel of sales for this category contributing ~25% off-take of packaged food. The key reason behind the
dominance of general trade is its robust outreach and coverage. The share of sales from modern retail is higher in
value added products such as biscuits, breakfast cereals compared to daily need products such as milk pouches,
on-the go products like aerated beverages and staples like edible oils and wheat flour.

Key Growth Drivers

The shift towards packaged food from unpackaged unbranded products, premiumisation trend, and competition
amongst bigger brands leading to innovative product offering is fuelling growth within packaged food.

¢ Demographic change is powering the transition from unbranded to branded products

Growing number of youth in the workforce, urbanisation, rise in the middle-class population, as well as
increase in disposable income across the socio-economic spectrum, higher among urban residents have been
driving the consumption of packaged food in India.

Other influencing factors include the number of women entering the workplace and the evolution of the Indian
household, from a multi-generational, extended family unit to single occupant or nuclear family households.

¢ Gradual expansion of modern retail including e-commerce

The quality of retail shelves and customer interface of modern retail both brick and mortar and e-commerce
aid the growth of packaged food for their ability to introduce new categories of packaged food and to offer
more choice to consumers facilitating changes in shopping habits.

¢ Increased in-home consumption during COVID-19

Food retail is the only category within overall retail which is expected to register 6-7% growth in the year FY
2021 given the negative impact of COVID-19 on consumption. In-home consumption of food products soared
initially during the lockdown and thereafter also remained elevated due consumers working from home and
having a lesser frequency of eating out due to heath and economic reasons. This trend of increased in-home
consumption has sustained in the first quarter of FY 2022 as the impact of second COVID wave continues.

e Formalisation of Food Service Industry: Organized food service industry has been growing at a CAGR of
14%, much faster than the overall food service industry. This consistent transition has formalized the raw
material procurement processes and supplier management system with the demand shifting in favour of the
large-scale branded suppliers.

135
¢ Introduction of Smaller pack size: Introduction of Smaller pack size at low prices in various categories such
as staples, biscuits, savoury snacks encourages trials in new customer segments thereby enrolling them for
future purchases.

¢ Government policies supporting food processing

The food production and processing industry is a high focus and priority sector for the government and
multiple schemes and initiatives have been launched to bolster growth in this sector

e¢ FDI up to 100%, under the automatic route, is allowed in food processing industry. Further, 100% FDI
under government route for retail trading, including through e-commerce, is permitted in respect of food
products manufactured and/or produced in India

«Policies such as 'Food Parks' are designed to address weaknesses throughout the value chain. In 2016,
The Food Safety and Standards Authority of India (FSSAI) launched a scheme to invest around INR 482
crore (US$ 72.3 million) to strengthen the food testing infrastructure in India. Increasing awareness for
safe products, the food law administration restricting loose product sale and the crackdown by the
government on unfair trade practices has been aiding this growth

e The recently announced reforms around agri-marketing (Farmers’ Produce Trade and Commerce
(Promotion and Facilitation) Act, Farmers (Empowerment and Protection) Agreement on Price
Assurance and Farm Services Act, and the Essential Commodities (Amendment) Act) are expected to
bring efficiencies in the value chain and improve value realization for farmers. These will also
encourage inflow of private investments in the food processing industry, thereby building a
platform for jobs in the rural India.

e “Production Linked Incentive Scheme for Food Processing Industry (PLISFP1)” has also been approved
with an outlay of INR 10,900 Cr. The first component relates to incentivising manufacturing of four
major food product segments viz. Ready to Cook/ Ready to Eat (RTC/ RTE) foods including Millets
based products, Processed Fruits & Vegetables, Marine Products, Mozzarella Cheese. Innovative/
Organic products of SMEs including Free Range - Eggs, Poultry Meat, Egg Products in these segments
are also covered under above component.

Challenges

¢ — Lack of integrated supply chain and infrastructure
Nearly 90% of food processing units are small scale, operating with limited use of technology to enhance the
lifespan of their produce. These problems are compounded by India's evolving transport infrastructure, which
compares unfavourably to other nations on transit time and transaction costs.

¢ — Profitability continues to pose a challenge for mass categories
In order to be profitable in the packaged foods sector, companies need scale, the ability to charge a premium,
an efficient cost structure, branding, deeply penetrated PAN-India distribution network, — each of which poses

a challenge for regional and small players with mass market positioning in India.

¢ Sourcing of Raw materials: Due to evolving supply chain and fragmented farming, the raw materials
sourcing for packaged food is subject to price fluctuation.

e Pricing Challenge: Low levels of disposable income, a value-conscious consumer and a strong bargaining

culture make it hard for companies to charge a premium, particularly with competition from unbranded
local players in the mass segment.

136
Key Emerging Trends
Emerging trends in India are affecting consumers’ behaviours and consumption patterns.
¢ Consumers shifting towards packaged and branded premium products

This shift first manifested in processed categories such as savoury snacks, biscuits, breads and buns. However
it is also becoming significant in staple categories like edible oil, wheat flour, spices and pulses. given the
growing concern for food safety and inclination towards hygienically packaged products. This shift has been
accelerated by the COVID 19 pandemic and this is expected to continue in future.

¢ Convenience and healthy eating trends continue to drive sales

With the growing health consciousness amongst the consumers, players are using health as a platform to
introduce new variants in almost all categories. The perception of packaged foods is changing among
consumers as there has been a significant rise in the convenience, availability and affordability of such
products across the country. With the onset of information sharing through various sources like social and
printed media, consumers are more informed about the benefits and downsides of packaged foods, leading to
better informed decisions while consuming products.

« Emergence of Modern Retail and Online Grocery delivery platforms

Though the modern retail contributes only 4.5% of total Food and Grocery retail, it is expected to grow at a
high rate of 22% till 2025.

e This growth in modern retail is expected to be led by ecommerce which contributes only 0.5% in FY 2020.
However, by FY2025, it is expected to contribute ~4% to the total Food and Grocery retail growing at a
CAGR of 59%. Online grocery delivery platforms like BigBasket and Grofers have catalysed consumer
demand for packaged food in Metros, Mini-Metros and Tier 1 cities.

* Growing necessity, convenience and availability to drive future growth

Packaged food will continue to post double digit growth over the forecast period, mainly due to rising demand
for convenience as a result of the increasingly hectic pace of modern life, as well as growing awareness and
availability. Essential commodities like edible oils, dairy, rice, bread and breakfast cereals are dietary
cornerstones and will fuel demand among consumers, while products like biscuits, savoury snacks, breads,
confectionery, spreads, soups, noodles, pasta and ice creams will remain the most dynamic categories over
the forecast period.

Indian Packaged Food Market Prospects
Rural vs Urban

Rural areas are set to become increasingly significant in driving growth in the Indian packaged food market over
2020-2025. Brands’ efforts to extend their distribution reach in rural markets will increase product availability
and drive growth. Also, as a part of rural market expansion strategy, brands introduce smaller, lower priced SKUs
in rural market across wide range of packaged food categories. But its trade-off is on pricing and profitability.
Rural markets are pertinent to unlock next phase of growth for brands.

The consumption of packaged food is much higher in the urban areas attracting lot more companies to launch new
types of products and variants. Urban areas account for ~65-70% of the demand for all packaged food. Meanwhile,
urban markets are expected to see a continuing emphasis on health and wellness. Indeed, as consumer health-
awareness becomes more sophisticated, especially amongst younger demographics, brands targeting of health
issues is expected to become more refined, focusing on particular conditions and nutritional requirements.

137
Overview of Packaged Edible Oil Market in India

Edible Oil Availability in India (Volume)

Edible oils are indispensable to Indian cooking. Growing population, changing tastes and preferences of
consumers, shifting consumption pattern towards branded oils and consistent marketing and distribution initiatives

by leading edible oil brands is leading to rising consumption of edible oils in the country.

Exhibit 21: Edible Oil Availability in India — By Volume (Mn MT)

 

= Imports

= Domestic Sources

 

 

 

 

 

Source: Ministry of Agriculture & Farmers Welfare, Govt. of India

“Based on Final Estimates (declared by Ministry of Agriculture on 18.02.2020)
**Based on 4th Advance Estimates (declared by Ministry of Agriculture on 19.08.2020)
Years in Oil Year (November - October)

OY 20XX corresponds to FY 20XX+1

Edible Oil Consumption in India (Volume)

The total consumption of edible oil in Indian in FY 2020 has been estimated to be 22 Mn MT. Out of the total
requirement, it is estimated that ~10 Mn MT is produced domestically from primary (Soybean, Rapeseed &
Mustard, Groundnut, Sunflower, Safflower & Niger) and secondary sources (Oil palm, Coconut, Rice Bran,
Cotton seeds & Tree Borne Oilseeds) and remaining 60%, is met through import.

Approximately 18% of this volume is consumed by food processing enterprises such as such as savoury snacks
and bakery good manufacturers who buy in bulk (loose form in tankers). Almost 20% of this volume is consumed
by or the HoReCa (Hotels, Restaurants and Caterers) segment and 62% of the volume is consumed by the end
consumer segment. The end consumer segment and HoReCa segment comprises of packaged oils with pack sizes
ranging from 200 ml to 15. While the smaller packs are purchased by the end consumer, the larger pack sizes are
preferred by the HoReCa segment. The consumption volume is projected to be ~25 Mn MT by FY 2026.

Edible Oil Retail Market in India
The edible oil retail market is estimated to be ~INR 1,79,500Cr in FY 2020 and is expected to grow at a CAGR

of 6% in the coming 5 years. It has been growing steadily at a CAGR of 6% in the last five years. The share of
unbranded play is consistently dropping and is estimated to shrink to ~ 10% by FY 2025.

138
Exhibit 23: Edible Oil Retail Market in India (INR Cr)

 

cAGR:S, 3%

cAGR: 8%

. B

FY 2015 FY 2020 FY 2021P FY 2025P

 

 

 

 

Source: Technopak Research

Exhibit 24: Share of Branded Edible Oil Market in India

 

FY 2015: INR 1,34,500 Cr FY 2020: INR 1,79,500 Cr FY 2025P: INR 2,38,000 Cr

= Branded m Unbranded mBranded == Unbranded =Branded = Unbranded

 

 

 

 

Source: Technopak Research
Branded Edible Oil Retail Market in India

The branded edible oil market is estimated to be around INR 1,56,000 crore and is expected to grow faster than
the overall category gaining a lion’s share of close to 90% of the total market in terms of value in the coming five
years. It is estimated that close to 75% of the total edible oils available in terms of volume is retailed as a branded
product.

The edible oil industry in India is fragmented wherein 13% of oil is sold as loose/unbranded and the consumers
are shifting to branded oils, which bodes well for the organized players.

Exhibit 25: Branded Edible Oil Retail Market in India (INR Cr)

 

enor
CAGR: 6% Se

FY 2015 FY 2020 FY 2025P

Source: Technopak Research

 

 

 

139
Market Segmentation
Exhibit 26: Edible Oil Consumption — by Type

FY2015 (19 Mn MT) FY2020 (22 Mn MT)

= Palm Oil

m Soybean Oil
= Mustard Oil

m= Sunflower Oil

m Others

  

Source: Technopak Research

The four key edible oils, palm, soybean, mustard and sunflower constitute 85-88% of the total consumption in
India in terms of volume. Palm oil is primarily used by the food processing enterprises. It is also used in blended
oils for domestic consumption. Palm and soybean are also being used by the HoReCa segment. India imports most
of its palm oil consumption.

Soybean oil, mustard oil and sunflower oil is largely used for domestic consumption. The other oils include sesame
oil, coconut oil, groundnut oil, rice bran oil amongst others.

Exhibit 27: Region Wise Per Capita Consumption of Edible Oil in India (FY 2020) (kg/annum)
World Average: 24kg
7 India Average: 17kg

il

West South North East

 

Source: Technopak Research

In the northern region, soybean oil is preferred along with mustard oil. Soybean oil is widely consumed in central
India followed by sunflower oil. Cottonseed, sunflower and groundnut oil are preferred in the western states. In
the eastern states, mustard and soybean oil are preferred followed by sunflower oil. In the southern states,
sunflower and palm oil are the most widely consumed edible oil. Palm oil widely used in the coastal belt.
Consumption in rural India constitutes almost 50% of the total consumption in this category by volume and is
growing at a faster rate than the urban. The favourable growth of economy has resulted in a high growth in
consumption of packaged staples in the rural parts of India. For most national players, the growth in Tier II and
III cities has been higher than that in the metros.

Value Segmentation

Most edible oils players have created brands across premium and popular value segments. The width of the
portfolio lends access to various socio-economic classes without disturbing the positioning of other brands and
flexibility to introduce product variants accordingly. The share of sales from premium and popular segments may
vary for each player. While palm oil and blends thereof are largely positioned as popular varieties, given its
application for industries, soybean, mustard and sunflower can be positioned across the two segments.

140
Exhibit 29: Value Segments and Key Brands

iy Bi eo &
aTasty

   

   

  

ir ‘
_— | Nutreta ee.
—
mops Sowell SWEEKAR o.
Ea ~“
RATH
RUCHISTAR
eS
‘Somuiint
ls!
Adani Wilmar Ruchi Soya Emami Agrotech Cargill: Marico Bunge Gemini

Source: Technopak Research
Retail Channels

Amongst packaged staples, edible oil is one of the most widely penetrated categories with branded products
present across urban and rural regions. Wider adoption and maturity of the category has resulted in a distribution
led approach with a heavy dependence on general trade channels. The market leaders have been able to establish
their footprint in the range of 1 Mn to 1.5 Mn retail outlets through a network of close to 5,000 distributors.

Exhibit 30: Share of Retail Channels for Branded Edible Oil in India (FY2020)

General Trade ™ Modern Trade

Source: Technopak Research
Competitive Intensity

While the combined share of the top six players in the branded oil business (Adani Wilmar, Ruchi Soya, Emami,
Cargill, Bunge and Marico) has been estimated ~40% in FY2020. Some other national brands are Sundrop, a
sunflower oil brand owned by Conagra and Dhara, mustard oil brand owned by the National Dairy Development
Board of India. Regional players have emerged strongly and cornered a sizeable chunk of the pie for themselves.
Key regional players are Gemini Edibles & Fats (a subsidiary of Golden Agri-Resources (GAR)) and Kaleesuwari
Oil Mills in the south, Gokul in the East, Liberty Oils Mills in the West and BL Agro and Mahesh Edible
Industries. It is estimated that there would be around 2,000 such brands out of which ~top 100 brands would be
contributing almost 50%. Along with logistics and supply chain capability, the market leaders have a sizeable
processing and packaging scale domestically and also have an expansive distribution network.

141
Exhibit 31: Market share of key players in branded edible oil market (FY2020)

FY2020 (INR 1,79,500 Cr*)

 

=Adani Wilmar =Ruchi Soya =Emami =Cargill =Bunge =Marico = Others

Source: Estimations based on Annual Report, Published Articles
“Market Size includes consumption by industries, HoReCa segment and end consumer in branded form

Ruchi Soya is the largest player in branded palm oil with a share of 12% of the branded palm oil market in terms
of value followed by Adani Wilmar with a share of 11%. Ruchi Soya’s ‘Ruchi Gold’ brand is the market leader
in branded palm oil.

Adani Wilmar and Ruchi Soya are the leading suppliers of branded refined soybean oil with Adani having the
largest market share of 28% followed by Ruchi Soya with a share of 11% by value.

Adani Wilmar and Ruchi Soya are amongst the few companies in this industry operating across the value chain,
which includes sourcing, supply chain, manufacturing, branding and distribution. Adani Willmar and Ruchi Soya
also have some of the largest refining capacities of 16,285 TD and 11,000 TPD respectively along with
oleochemical division that uses the by-products of oil palm refining.

The leading edible oil companies are benefitting from their fully integrated value chains especially in the palm
and soya segments with a mix of upstream and downstream businesses. Some of the players with fully integrated
value chain are Adani Wilmar and Ruchi Soya. Adani Wilmar has technology and integration in line with Wilmar
plants operated globally. In its effort to encourage backward integration for sourcing palm oil, the government is
promoting palm cultivation in India and allocating zones for palm cultivation to players like Ruchi Soya for the
same.

Exhibit 32: Market Leaders in Key Species of Edible Oils

 

 

 

 

 

 

 

 

 

 

Edible Oil Type Market Leaders
Palm Ruchi Soya, Adani Wilmar
Soybean ‘Adani Wilmar, Ruchi Soya
Mustard ‘Adani Wilmar, Patanjali, Regional Brands such as Bail Kohlu, Engine, Saloni
Sunflower Gemini Edibles and Fats (GEF), Kaleesuwari, Adani Wilmar
Rice Bran Adani Wilmar, RCM Health Guard
Cottonseed Tirupati, Adani Wilmar

 

Source: Technopak Research

Exhibit 33: Key Players’ Profile

 

 

 

 

: Sales & Distribution ‘ :
Player Brand Portfolio eee Manufacturing Capacity
‘Adani Fortune, King’s, | 85 depots and 5,600 | Refining capacity of over 16,285 tonnes per day, seed
Wilmar | Bullet, Raag, Avsar_—_| distributors crushing capacity of 8,225 tonnes per day. 10
15-16 lakh outlets (FY21) | Crushing units (9 of them integrated with a refinery)
and 28 refining units spread across 10 states. 9 Port

 

 

 

 

142
 

 

 

 

 

 

 

 

 

 

 

 

Player Brand Portfolio pales ce Manufacturing Capacity
based refineries. Further integration of soya value
added products at the Vidisha Crushing unit. Food
capacities are mostly at the existing manufacturing
facility (i.e. refineries) and hence already integrated.
Forward integration into oleochemicals; margarine at
Mundra & Krishnapatnam-1 unit. 2 units of soya
nugget, 1 soap unit at Mundra
Ruchi Ruchi Gold, | 100+ depots, 5 lakh | Total 22 manufacturing units; Refining capacity of
Soya Mahakosh, Nutrela, | outlets through 4,700 over 11,000 tonnes per day, seed crushing capacity of
Sunrich, Ruchi Star, 11,000 tonnes per day and packaging capacity of
Soyumm, Tulsi aiseeibters 10,000 tonnes per day.6 port-based refineries, 3
standalone crushing plants, 8 integrated crushing and
refining plants, 1 refinery and vanaspati plant, 4 palm
fruit crushing units with capacity of 3,000 MT/day,
and 3 TSP/Soya chunk units. Forward integration into
oleochemicals, 1 unit as well as backward integration
via oil palm plantation
GEF Freedom, First Klass 32 depots, 1,100 3 port-based plants — One plant at Krishnapatnam with
distributors, ~2.3 lakh a refining capacity of 1,100 MT per day and
retail outlet another plant at Kakinada with a refining capacity of
365 MT per day. A new unit at Kakinada with refining
capacity is 1,150 MT per day
Emami Healthy & Tasty, | Distribution network of 4 | 3 manufacturing capacity of approximately 6,200
Agrotech Himani Best Choice lakh outlets. tonnes per day
Cargill Nature Fresh, Gemini, | Not Available 3 refineries with a capacity of 3,500 tonnes per day.
Sweekar, Leonardo
Olive Oil, Rath,
Sunflower
Bunge Chambal, Gagan, | Not Available 1,200 tonnes per day. refinery at Kandla
Dalda, Hudson
Marico Saffola, Parachute 5 Mn retail outlets (all | Refining Capacity - 200 Tons/day (India unit)
products)

 

 

Source: Technopak Research

Adani Wilmar and Ruchi Soya have the widest array of oils species in their portfolio which has been instrumental
in building a national appeal and mitigating macro environmental risk factors.

Exhibit 34: Key Players - Presence across Edible Oil Species

 

 

 

 

 

 

 

 

 

 

 

 

 

 

me Palm | Soybean | Mustard | Sunflower | Cotton [GroundnutRice Bran] Blended Jy 34
Oil Oil oil Oi _|seedoil| Oil oil Oils

Adani Wilmar v v v v v v v v v

Ruchi Soya v v v v vo v v

Emami v v v v v v v

Cargill v v v v v

Bunge v v v v v v v

Marico v

Gemini v v v v v

 

 

 

 

 

 

Source: Secondary Research

Key Trends and Growth Drivers

1. Low per capita Consumption suggests headroom for growth: India’s per capita consumption of edible oil is
estimated to be 16-17 kg per annum which is relatively low in comparison to world average of 24 kg per
annum While Pakistan, Bangladesh and China stand at 19 kg, 19 kg and 21.5 kg per annum respectively, the
western world has an average of 40 kg per person per annum. The growing population and increasing per

capita consumption will result in growth in this category.

2. Policy push has led to the formalisation of the edible oil industry in India. This is reflected in both the
rising share of branded sales and of the rising share of regional brands in the overall size of the category.
Implementation of GST restricted loose and cash sale. It has contributed to the emergence of better trade

143
practices particularly on the aspect of food adulteration practices that is rampant in the informal oil trade.
Rise of the branded business signifies consumer demand induced check on this practice.

3. The shifting mindset towards building a wider Food Portfolio business: Both regional and national oil
brands managed to grow their respective business by strengthening their market distribution abilities across
all retail points, thus providing product extension opportunities. Product extension also optimizes the
marketing cost. Many oil brands therefore have an active and growing food portfolio comprising of staples
and other processed food categories. This is a positive development because growth of branded share of food
business is also a reflection of improving standards on the count of product quality, certification and
improvements in supply chain.

4. Growing ability to address rural and semi-urban demand: Rising share of branded oil business is also
indicative of the ability of the branded oil business to cater to rural and semi-urban demand. Both national
and regional brands have done so by introducing product SKU mix to address price sensitive rural demand
and by strengthening retail distribution in rural and semi-urban areas.

5. Emerging premium and health focussed segments: Exotic oils such as olive oil and canola oil and
supplemented and fortified varieties of pure and blended oils is an emerging segment positioned on health
and wellness. All the keys players are building their health and wellness portfolio in oils such as Marico’s
Saffola, Ruchi Soya’s Nutrela Gold focussing on heart health and Adani Wilmar’s Fortune Xpert Pro
Immunity oil. The Food Safety and Standards Authority India (FSSAI) would also be making fortification
mandatory for edible oil in near future. This policy push will accelerate the growth in the segment.

Key Challenge and Risk Factors
Market Distribution Abilities

While edible oil business continues to be a low margin business subject to various macro environment risks,
however, the key challenge remains in building a robust supply chain, logistics and distribution system in order
to ensure agile movement and consistent availability of quality products at the least cost. Speedy and efficient
distribution is a key imperative to accomplish in this segment.

Availability of Raw Material

The availability and price of raw materials is subject to a number of external factors including interruption of, or
a shortage in the supply of, raw materials may result in inability to operate production facilities at optimal
capacities. In addition, while competition for procuring raw material may result in an increase in raw material
prices, the ability to pass on such increases in overall operational costs may be limited.

Price & Foreign Exchange Volatility

The major raw materials are agro-based commodities and are subject to market price variations. Risk management
and hedging the price fluctuations in order to minimize its impact on profitability becomes very critical. Brand
strength and wider portfolio in terms of varied species of oils also helps in evening out these fluctuations. Since
India imports significant quantity of edible oil; fluctuations in exchange rates also impact the company’s financial
performance in the absence of a well-defined hedging framework.

Government Policies and geo-political relations

The policies announced by the Government have been generally progressive. However fluidity in policies such as
import bans, changes in duty structure and trade policy disturbs supply chains. For example on 8 January 2020,
Government of India moved Refined bleached deodorised palm oil and Refined bleached deodorised palm oil
from ‘Free’ to “Restricted” category. Accordingly, an importer will have to take approval of the Government of
India for import of these products.

Fuel Prices

Fuel prices continue to be an area of concern as fuel, particularly coal is widely used in manufacturing and has a
direct impact on total costs.

144
Regulatory Framework

Change in Duty Structure: In order to harmonize the interests of farmers, processors and consumers and at the
same time, regulate large import of edible oils to the extent possible, import duty structure on edible oils is
reviewed from time to time. With effect from 14.06.2018, the import duty on all crude and refined edible oils was
raised to 35% and 45% respectively while the import duty on olive oil was increased to 40%. With effect from
01.01.2020, the import duty on crude and refined palm oil was revised to 37.5% and 45% respectively. With effect
from 08.01.2020, import policy of refined palm oil is amended from ‘free’ to ‘Restricted’ category. With effect
from 27.11.2020, the import duty on crude palm oil has been revised from 37.5% to 27.5%. In July 2021, the
Government has reduced customs duty on crude palm oil from 35.75% to 30.25% and refined palm oil from 49.5%
to 41.25%.

Import Ban: In January 2020, The DGFT imposed restrictions on imports of refined palm oil. As per the new
notification an importer must seek a license or permission or no-objection certificate for the imports.

Policy Push towards domestic production: In the year 2014, the government has launched the National Mission
on Oilseeds and Oil Palm with a special emphasis on expanding palm oil plantations in wastelands. NMOOP
started promoting plantations in 13 states, with financial incentives given to farmers to buy plants and maintain
them for four years.

The state governments have involved about 15 private entrepreneurs of which Ruchi Soya Industries, Godrej
Agrovet Pvt. Ltd., Food, Fats & Fertilizers and Shivasais Oil Palm Ltd are the key players undertaking oil palm
plantation development in their respective allocated zones.

India has a huge opportunity in the palm oil business as it imports more than 90% of its demand. Oil palm
plantation in India is regulated and operates in an asset light model. Players like Ruchi Soya and Godrej have
participated in the government’s Oil Palm Development Program (OPDP) for accessing produce from farmers in
designated areas.

FDI Policy: In 2015, the Indian government has allowed liberalization of the rules on investments by foreign
firms into plantations. The following changes allow direct capital investments into oil palm and other plantation
crops like rubber, cardamom, coffee and olive oil. However, the oil palm sector has not seen a great deal of interest
from foreign concerns as other Southeast Asian countries have a suitable agroclimatic conditions for oil palm
cultivation, higher yields and the advantage of other regulatory factors.

FSSAI: The Food Safety and Standards Authority of India (“FSSAI”) has notified the Food and Drug
Administration (“FDA”) departments in each state to ensure that all eateries using more than 50 litres of oil per
day comply with the rule of prohibiting them from using the same batch of cooking oil for more than three times
from March 1, 2019. This rule has been brought into effect as per Section 16(5) of the Food Safety and Standards
Act, 2006.

Overview of Soya Products Market in India

Soya flour, a high protein flour, is produced from the soybean extract being ground to flour after the oil has been
extracted. Soya flour can be further processed into textured soy protein (TSP). TSP is essentially soya flour which
has been processed and dried to give a substance with a sponge-like texture and is a good source of fibre and
protein. It is prepared by rehydrating with water or stock, after which it may be incorporated into recipes as a meat
substitute or otherwise. TSP is sold in chunk and granule form.

Other value added products amongst the by-production of soybean oil extraction are soya flour, lecithin and soya
sauce. These products are exported to Japan and Korea and are highly valued for their non GMO origin.

Ruchi Soya launched soya chunks in in 1980’s through the brand ‘Nutrela’ as a high-protein add-on to vegetables.
They pioneered the concept of soya chunks 3 decades ago, which is associated with nutrition and good health and
‘Nutrela’ has become the generic name for textured soya protein, throughout India. It has a share of 40% of the
branded soya chunks market. While Ruchi Soya dominates the category, the landscape is gradually changing with
the entry of multiple players.

145
Indian Soya Chunk Retail Market

The size of the soya chunks retail market in India is estimated to be at INR 2,000 Cr comprising both of branded
and unbranded segments with almost equal share in terms of value. The total market for branded soya chunks is
INR 1,000 Cr nationally with West Bengal having a market share of more than one third of total size.

While the branded segment is dominated by Ruchi Soya’s Nutrela, the competition primarily comes from
unbranded segment.

Exhibit 47: Soya Chunks Retail Market in India (INR Cr)

 

ace

ceed

Lai -

FY 2015 FY 2020 FY 2025P

Source: Technopak Research
Exhibit 48: Share of Branded Soya chunks

 

 

FY 2015: INR 1,180 Cr FY 2020: INR 2,000 Cr FY 2025P: INR 3,422 Cr

= Branded m= Unbranded = Branded m= Unbranded = Branded = Unbranded

 

 

 

 

 

 

Source: Technopak Research

The growth in branded market is expected to outpace the growth of the overall category. With a CAGR of 14%,
the market estimated to be INR 1,000 Cr in FY 2020 is expected to almost double itself in the coming 5 years.

146
Exhibit 49: Branded Soya Chunks Retail Market in India (INR Cr)

 

 

sis
oa®
1,900
BUH)
530
FY 2015 FY 2020 FY 2025P

 

 

 

Source: Technopak Research

The growth in soya chunks is led by the eastern and northern regions of India which contribute 80% sales to the
total market of soya chunks (branded and unbranded) as recipes such as soya chunks, dry soya granules bhurji,
soya chaps, soya pulao and many others have been a part of regular diet in these regions since the 1990s. Soya
chunks provide an alternative to cottage cheese in the north and to meat in the eastern region. Consumption in the
western and southern regions has remained relatively low and wider acceptance in these regions may require
advocacy and integration with traditional recipes.

Exhibit 50: Region-wise Soya Chunks Retail Market (INR Cr)

FY2020 (INR 2000 Cr)

 

= North m West = South mEast

Source: Technopak Research

147
Retail Channels Mapping

Sales in urban areas contribute almost 80% of the total sales in the branded segment. Modern trade is a significant

channel for the sale of branded products as the adoption is restricted to urban centres.

Competitive Intensity

This category has been dominated by edible oil majors (soybean) who have an established infrastructure for
soybean oilseed crushing and refining. The key players in the soya chunk market include Ruchi Soya (Nutrela)
and Adani Wlimar (Fortune). Emami Agrotech and Marico has also recently ventured into soya chunks with their

Healthy and Tasty and Saffola brands respectively.

Exhibit 52: Market share of key players in branded soya chunks market (FY2020)

FY2020 (INR 1,000 Cr)

 

= Ruchi Soya

Source: Technopak Research

Exhibit 53: Key Players’ Profile

@ Adani Wilmar = Emami

= Others

 

 

 

 

 

 

 

 

Player Brand Name Sales & Distribution Network Manufacturing
Ruchi Soya Nutrela 3 - 4 lakh Retail outlets, 1,381 In-house manufacturing
exclusive distributors
Adani Wilmar Fortune Not Available In-house manufacturing
Emami Agrotech | Healthy & Tasty | Not Available Outsourcing

 

Source: Technopak Research

Key Growth Drivers for Branded Soya Chunks

Due to the small base of the branded segment in this category, it exhibits a high growth rate on account of entry
of new players and private labels, thereby resulting in a shift from loose to branded products. While the branded

segment registers low volumes but is a highly profitable line of business for edible oil players.

1. Remarkable shift has been taking place from consumption of unbranded soya chunks to branded ones
on account of growth of modern retail and changing consumer preference due to quality assurance. Key edible
oil majors with established brands in edible oils are extending into this category. The brand association is

aiding in an instant offtake of soya chunks.

2. Entry of new players and private labels: In addition to new brands like Emami and Marico, there are
retailers both brick and mortar and e-commerce introducing private labels in this category. BigBasket sells

148

 
soya chunks and granules under its umbrella brand BB Popular and BB Royal. Amazon also offers soya
chunks under its private label Vedaka.

Positioned as protein-rich vegetarian food item: Soya chunks and granules have been positioned as a high
protein low-cost meat substitute. India has the highest number of vegetarians in the world, with more than
400 million people identifying as vegetarian. Additionally, India is largely a protein deficient country with
relatively lower per capita consumption than the recommended values. Soya nuggets are said to have 52%
protein, much higher than eggs and milk which range from 10-15%. This bodes well for the category and
presents an apt platform for product positioning. COVID-19 has also accelerated the off-take of soya chunks
given a general aversion to animal products.

Key Challenges

1.

The growth in this category is led by the eastern and northern regions. The challenge lies in widening the
adoption of the category in southern and western regions and building the overall scale in this category
through advocacy.

Key Success Factor

1.

Retail Availability: Consistent brand visibility through appropriate marketing initiatives and product
availability on retail shelves in the key imperative.

Backward Integration: the integrated value chain of soybean crushing, refining and food product processing
has benefitted the key soya chunk players like Ruchi Soya and Adani Wilmar. Besides having established
market leading brands, they have been suppliers to other national and regional brands and been catering to
institutional demand.

Specialized consumer focussed distribution network: Edible oil distribution network is not suitable for TSP
products. It needs specialized consumer focussed distribution network. Many edible oil players who have
ventured in branded TSP space are depending on the edible oil distribution network for their TSP portfolio,
resulting in limited market reach. Ruchi Soya has been successful in this category on account of having an
exclusive distribution network catering only to TSP products.

Overview of Indian Oleochemicals Market

Oleochemicals are chemicals manufactured through the organic route by using vegetable oils and derivatives.
These chemicals offer a unique proposition of performance enhancers/accelerators while at the same time they
are also environmentally friendly. Oleochemicals are manufactured from oils and by-products of oil refining and
provide profitable product expansion opportunity to vegetable oil processors and refiners.

In FY20, the Indian oleochemicals industry size was estimated at 16 Lakh MT, expected to grow at a CAGR of
5.9%.

Exhibit 54: Oleochemicals Market in India (Tonnes per Annum)

 

 

cack Ze

 

 

FY 2015 FY 2020 FY 2025P

 

 

Source: Technopak Research

149
Oleochemicals are industrially produced chemicals, derived from animal fat or vegetable oils. Since they are safer
for human use compared to conventional petrochemicals products, various end-user industries such as those
engaged in manufacturing of personal care products, detergents, soaps, and agro-chemicals are substituting their
requirements for petrochemicals with oleochemicals.

Various new applications of oleochemicals such as bio lubricants, biopolymers, and biosurfactants are emerging
and replacements of petroleum-based products are creating exciting growth opportunities for oleochemical
manufacturers.

Key Categories in Oleochemicals

Indian oleochemicals market has been segmented into five categories namely - fatty acids, fatty alcohols, glycerol,
fatty acid methyl esters and fatty amines. Indian oleochemicals market has been witnessing robust growth
attributed to the increasing demand for organically produced materials for personal care and soaps industry, rising
consumer spending on green products and increasing awareness about the harmful effects of other chemicals used
in cosmetic products. The factors have resulted in an upsurge in demand for oleochemicals in the country,
especially over the last few years.

Exhibit 55: Key categories in Oleochemicals

 

Products

Key Products

Application

 

Fatty Acids &
derivatives

Stearic Acids, Palmitic Acids,
Ricinolein Acid and Soap
Noodles

Soaps, cosmetics, washing and cleaning agents, paints and
crayons manufacturing alkyl resins, textile, leather, paper and
rubber Industries and Lubricants

 

 

 

Fatty Alcohol and Lauryl Alcohol, Stearyl | Cosmetics, washing and cleaning agents, textile, leather,
derivatives Alcohol and Oley! Alcohol paper and rubber Industries and mineral oil derivatives
Glycerol and Glycerol (Glycerine), Esters | Cosmetics, toothpastes, pharmaceuticals, plastics, synthetic
derivatives resins, explosive and cellulose processing

Fatty Acid Methyl Isopropyl Palmitate, Isopropyl | Cosmetics, washing and cleaning agents

Esters Hydroxy Stearate, Methyl

Laurate

 

Fatty Amines Fabric conditioners, Mining, road making, biocide, textile and

fibre industries and mineral oil additives

 

 

 

 

 

Source: Technopak Research
The three main products of the oleochemical segment are Fatty acids, Fatty alcohols, and Glycerol, having

multiple industrial applications. However, the market is dominated by four key customer segments viz,
pharmaceutical & personal care, food & beverages, soaps & detergents and polymers.

Oleochemicals

 

= Fatty Acids = Fatty Alcohols Glycerol

Source: Technopak Research

Key Customers segment in Oleochemicals Industry

Fatty Acids: Fatty acids have multiple industrial applications and can be used in manufacture of toilet soap and
surfactants. They are also used as additives in food and textile chemicals, cosmetics and rubber industry. The

largest application of fatty acids is in soap & detergent segment. Stearic Acids, Palmitic acids and Soap noodles
are some of the key fatty acids

150
Fatty Alcohols: Fatty alcohols are versatile chemical compounds used in a variety of industrial applications in
customer, household, personal care and other industrial products. Majority of applications are in soaps &
detergents and personal care products. Some applications involve uses of natural fatty alcohols, while other prefer
synthetic alcohols. However, natural and synthetic fatty alcohols are easily interchangeable and their uses vary
depending on cost economics.

Glycerol: Glycerol also called glycerine is used in a variety of applications including food products,
pharmaceutical preparations, dietary supplements, cosmetic & personal care, coatings, plastics additives, tobacco
additives and manufacture of urethane polymers

Indian players cater to the demand of basic oleochemicals and oleochemical derivatives across the industries.
Companies have also expanded their reach to global markets and supply oleochemicals and derivatives across the
world.

Value Chain

Basic oleochemicals include fatty acids, fatty alcohols, fatty amines and glycerine, which are further processed to
obtain their derivatives that have high functional properties and are value added in nature.

Value Addition

Base Oleochemicals
(Fatty Acids, Fatty
Alcohols, Glycerine)

Oils & Fats (Palm
Oils, Soybean Oil)

Profitability ‘Medium Medium

The value addition on conversion of raw materials and refining by-products to basic oleochemicals requires
limited technical expertise. The basic value-added products are priced 15-20% higher than the raw materials.
Existing oil refiners are expanding in basic oleochemical on the back of availability of raw material and established
oleochemical market. Adani Wilmar, Jocil, Rayalseema and Kandla Agro are some of the prominent players for
basic oleochemicals.

Consolidation Medium High

Source: Technopak Research

Large Oil players like Adani Wilmar have significant market share in basic oleochemicals on the back of vertically
integrated business model. Adani Wilmar expanded into value added downstream products in home & personal
care, and introduced soaps, handwash and sanitizers.

Competitive landscape

Some of the prominent players in the Indian oleochemicals industry are:

 

Company Clients Capacity

 

‘Adani Wilmar Fine organics and Baerlocher, Home & | 400 Tonnes/day of Splitting capacity, 550

personal care companies HUL, Unilever
Sri Lanka and Reckitt Benckiser

Tonnes/day of Distillation capacity and 200
Tonnes/day Hydrogenation capacity.

 

Ruchi Soya

Tyre and paint manufacturing
companies like Asian paints and Berger
paints. Exports oleochemical products
to China

42,000 MT/Annum (118 Tonnes/day) for soap
noodles, 35,000 MT/Annum (98 Tonnes/day) of split
fatty acid, 2,250 MT/Annum (6.3 Tonnes/day) of
glycerine and 33,600 MT/Annum (93 Tonnes/day)
of toilet soap

 

 

Fairchem Asian Painis, BASF, Cargill, Micro | 60,000 MT/Annum (170 Tonnes/day)
Inks, Arkema, P&G and Henkel
VVF multiple brands in its portfolio like | 5,00,000 MT/Annum (~1400 Tonnes/day) of Fatty

 

 

Bactershield, Doy, DoyCare, and Jo

 

Alcohol, Fatty Acid and Glycerine

 

151

 
Overview of Market for Key Packaged Food Segments

Overview of Honey Retail in India

Indian Honey Retail Market

Beekeeping (Apiculture) and honey consumption has an ancient tradition in India. Considered a natural sweetener,
it is known for its medicinal properties and finds an integral place in Ayurveda. For a long time, its usage was
limited to medicinal purposes. However, the sustained efforts of brands have elevated honey to a food platform
by widening its spectrum of usages. It has now become a healthier substitute for sugar and also finds shelf place

next to other sweet spreads and dressings.

The size of the honey retail market in India was estimated at INR 2,450 Cr in FY 2020 comprising both branded
and unbranded segments.

The share of branded honey is estimated to be approximately INR 1,350 Cr in FY 2020. It is expected to grow
faster at a CAGR of 10% than the overall category growing at a rate of 7% in the coming 5 years.

Exhibit 62: Honey Retail Market in India (INR Cr)

 

eee!)
1,800
2,450

FY 2015 FY 2020 FY 2025P

 

 

Source: Technopak Report

Exhibit 63: Share of Branded Honey Market

 

FY 2015: 1800 INR Cr FY 2020: INR 2450 Cr FY 2025P: INR 3500 Cr

mBranded Unbranded mBranded = Unbranded mBranded ™ Unbranded

 

 

 

 

Source: Technopak Report

153
 

Company Clients Capacity

 

 

Godrej Industries 65,000 MT/Annum (~180 Tonnes/day) across all
oleochemicals.

Jocil FMCG players like HUL, ITC Marico, | 70,000 MT/Annum (~190 Tonnes/day) of fatty

Reckitt Benckiser, Emami, Jyothy Labs | acids, 45,000 MT/Annum (~125 Tonnes/day) of

and Henkel India soap products and soap, and more than 300

 

 

 

 

MT/Annum (~8 Tonnes/day) of glycerine

 

Growth drivers
Growth in Applications Industry

Oleochemicals and derivatives are used as raw material in the production of chemicals, which are further used to
produce specialty soaps, surfactants, cosmetics, and personal care products, paints, surface coatings,
pharmaceuticals, greases and lubricants, specialty rubber, and plasticizers. Mounting demand for organic and
natural personal care and cosmetic products is projected to positively influence the production of organic oils,
thus, contributing to the market growth.

Risk Factors

Pricing competition from Petrochemicals: Continuous availability and rising prices of feedstock is a key concern
for companies operating in oleochemicals. Prices of the raw materials are a key concern for companies operating
in oleochemicals.

Price Volatility in Castor: Castor oilseeds are used extensively by Indian oleochemical players as a feedstock for
production of castor based oleochemicals, a key product for Indian players. India is the largest producer of castor
seeds, with nearly 85% production in Gujarat, leading to extra ordinary price volatility due to climatic, production
and speculative factors. This price volatility impacts the profitability of manufacturers and their customers.

Opportunities and Future Outlook
Opportunities

Oleochemical based products offer a significant diversification opportunity for chemical companies. Asia is the
geography with a growing market and availability of feedstock leading to increase in demand and production of
oleochemicals in India and neighbouring nations, providing expansion opportunity to Indian players.

Petrochemicals based industries such as lubricants, polymers and surfactants are accepting oleochemical
alternatives The companies which capture major portion of the oleochemical value chain and are capable to spot
changing industrial trends and introduce new oleochemical products could benefit significantly in the long run.

Future Outlook

The fastest growth in India oleochemicals market over the next ten years is anticipated to be exhibited by methyl
esters and fatty amines, which are increasingly being used in the agrochemicals sector. West region controls the
largest share in India oleochemicals market on account of strong presence of soaps and detergent manufacturing
industries in the region. While this may continue, north India is expected to be the next hub for oleochemicals
considering new manufacturing facilities expected in this region and increasing use of oleochemicals in other
industries.

Manufacturers are taking initiatives aimed at replacing chemically derived products with bio-based chemicals to

minimize the reformulation and re-equipping time and cost. The rising demand for bio-based plastics is also
expected to have a positive influence on market growth.

152
Exhibit 67: Market share of key players in branded honey market (FY2020)

Market Share of Key Brands FY 2020
INR 1350 Cr

 

= Dabur = Patanjali m Apis m= Zandu = Others*

 

Source: Estimations based on Secondary Research, Technopak Research, *include brands like Saffola, Nutrela and premium brands

Exhibit 68: Key Players’ Profile

 

 

 

 

 

 

 

Player Sales & Distribution Network Manufacturing Capacity
Dabur 12 lakh outlets 12 manufacturing locations
(2 units in Baddi for honey)

Patanjali 2.5 lakh outlets 1 plant for Honey in Padartha

 

Source: Technopak Research
Overview of Packaged Wheat Flour Retail in India

Indian Wheat Flour Retail Market

Before the late-90s, wheat flour (gata) was mainly or milled through local chakki mills in India. Even now, the
wheat flour market is largely dominated by local chakki mills in India. However, the branded packaged wheat

flour has emerged rapidly in the country in the past fifteen years capitalizing on hygiene and convenience factors.

Wheat is the staple food for most Indians in the wheat growing areas (North and West India) and is consumed in
the form of chapattis or rotis (unleavened flat bread).

Wheat grain milled to flour form at home chakkis or small chakkis is referred to as unbranded form of wheat flour.
This unpackaged and unbranded form of wheat flour dominates the consumption in rural and semi-urban areas.

Exhibit 71: Wheat Flour Retail Market in India (INR Cr)

 

cAGR> se

1,27,000
ve SUL

 

 

 

 

FY 2015 FY 2020 FY 2025P

Source: Technopak Research

 

155
Exhibit 64: Branded Honey Retail Market in India (INR Cr)

- jor 2200
sR
cas

of
GR
ce 1350

890

 

FY 2015 FY 2020 FY 2025P

 

Source: Technopak Report
Honey Production in India

India's honey production in FY 2019 was reported to be 1,20,000 metric tons (MT). The country has exported
close to 50% (~59,537 MT) of the honey produced worth INR 634 Cr / US$ 88.65 Mn. during the FY 2020 to key
destinations such as the USA, Saudi Arabia, United Arab Emirates, Canada, Qatar.

Uttar Pradesh, West Bengal, Punjab, Bihar, Rajasthan, Himachal Pradesh, Haryana contribute almost 78% to the
total honey production in the country.

Competitive Intensity

This is a fairly consolidated space with national brands Dabur and Patanjali being the volume drivers and
contributing almost 80% to the total retail in the branded segment. Besides Dabur and Patanjali, Apis and Zandu
and Saffola has also launched honey in the value segment and registered a fast growth on the back of their
distribution capabilities and relationship with modern trade and e-commerce. Ruchi Soya has also introduced
honey under Nutrela brand. Purity has been the key touchstone for all these brands.

Till a few years back, there was hardly any distinction between premium and mass honey. However, now premium
honey constitutes at least 10% of the total market in terms of value. Some imported brands like Capilano and
Langanese, and home-grown brands such as Under the Mango Tree, The Gourmet Jar, Sprig, Organic India are
promoting the flavours, organic cultivation and minimal processing intervention to command a premium. This
has led the premium market to gain shared in the honey segment.

154
Exhibit 72: Share of Branded Wheat Flour Market in India

 

FY 2015: INR 74,000 Cr FY 2020: INR 96,000 Cr FY 2025P: INR 1,27,000 Cr

mBranded = Unbranded mBranded Unbranded Branded = Unbranded

 

 

 

Source: Technopak Research

The branded wheat flour is estimated to be at INR 14,500 Cr, growing at a CAGR of 15%, projected to double
itself in the coming 5 years. The growth opportunities in Indian packaged wheat flour market are attributed to
overall mindset shift in favour of packaged products, growing urbanization and associated convenience factors. It
is primarily an urban play.

Northern and western states account for almost 70% of the total consumption of the branded wheat flour. This
consumption trend mirrors the overall consumption of wheat flour as southern and eastern states are primarily rice
consuming regions.

Exhibit 74: Region Wise Consumption of Branded Wheat Flour in India (FY 2020)

FY2020 (INR 14,500 Cr)

  

m North m= West |= South mEast

Source: Technopak Research

While Aashirvaad has maintained its leadership position with almost 40% market share, other national brands
such as Fortune, Patanjali, Pillsbury, Nature Fresh, Annapurna, and more than 500 regional brands and private
Jabel brands together form the branded market. A large number of players having distinctive brands and product
quality have created intensified competition in this space. Ruchi Soya has also introduced high protein wheat flour
under its Nutrela brand called Nutrela High Protein Chakki Atta.

Exhibit 78: Market share of key players in branded wheat flour market (FY2020)

 

Market Share of Key Brands FY 2020
INR 14,500 Cr

= Aashirvaad ™ Other Pan India Players = Regional Players

 

 

 

Source: Estimations based on Annual Reports

156
Pan India brands like Fortune, Pillsbury, Annapurna, Patanjali, Nature Fresh together contribute 15% of the
branded wheat flour market. Adani Wilmar’s Fortune contributes ~3% of the branded market. The regional players
comprising of 44% of the market include Shakti Bhog, Samrat, Rajdhani, Silver Coin amongst many others.

Overview of Biscuit Segment in India

Indian Biscuit Retail Market

India is one of the largest biscuit manufacturing countries after the US and China. In the past, biscuit
manufacturing in India was limited to small bakery units, cottage and household and later underwent industrial
procedures of moulding, baking and packaging. Over the years, it has become widely accepted across all strata of
society as an affordable source of instant energy. Biscuits is one the largest and yet fastest growing segment within
packaged food categories. The Indian biscuit market size is estimated to be INR 40,000 Cr in 2020 representing
and is expected to grow at a CAGR of 9% till 2025 and reach INR 62,000 Cr. This growth will increase India’s
share in the global market to ~6% by 2025. The growth drivers of biscuits in the Indian context are:

Exhibit 79: Biscuit Retail Market in India (INR Cr)

62,000

40,000

 

ave
on™
25,000

 

 

FY 2015 FY 2020 FY 2025P

Source: Technopak Research

¢ Higher Income: Consumers tend to spend more on basic categories like biscuits, detergents etc., with rising
income.

¢ Changing Lifestyle: Consumers prefer packaged food over taking out time to prepare their food/snacks at
home. It fuels consumption of packaged food including biscuits.

e Availability: Indian consumers have high purchasing aspirations. However, they can be constrained by
unavailability of products. Indian biscuits brands focus on increasing distribution model in rural areas.
Modern retail formats are being adopted across small cities. They offer better visibility of products to the
consumers.

e Affordability: The price increase of branded biscuits has been lower than food inflation over last five years.
It has been possible due to increase in efficiency and scale across the biscuit value chain starting from raw
material procurement to distribution.

¢ Premiumization: Consumers prefer mid-premium and premium segment biscuits with rising income and
accessibility to such products. Biscuits brands encashing the trend by introducing premium ranges. Parle
launched premium product division called Platina in 2017 comprising of Hide & Seek, Milano and
Nutricrunch. ITC and Britannia are already having dominant market share in the premium category. Britannia
with its Pure Magic range has been dominating the market. ITC’s Dark Fantasy Choco Fills have been very
popular centre-filled format and high-quality packaging. Marketing focussed on these ranges and smaller
pack sizes have helped these products penetrate well in the urban market.

157
Exhibit 80: Per Capita Consumption (Kg/Year)

Japan Sri Lanka India

Source: Technopak Research,

Per capita biscuit consumption of biscuits in India has increased by 16% from close to 1.2 kg per annum in 2015
to 2.5 kg per annum in 2020. However, it is far behind developed economies like US, UK and other developing
Asian economies like Japan and Sri Lanka. Though there is huge headroom for growth in India for biscuit market,
it is complex market that requires regional customisation.

Branded and Non-Branded Biscuits

Exhibit 81: Share of Branded Biscuits Market in India

2015 2020 2025P
mBranded ™Non-Branded mBranded #Non-Branded mBranded = Non-Branded

Source: Technopak research

Indian biscuit market is dominated by branded play. The penetration of branded biscuits will continue to grow
because of increasing consumer preference and spending power. Non-branded biscuit is dominated by small
bakery units, cottage and household type manufacturing units, which thrive on catering to local taste and close
relationship with retailers. Non-branded biscuits also offer higher margins than branded biscuits to retailers.

e — The rate of growth of branded market in terms of value is greater than the volume over the period FY2015 to

FY 2020. It is driven by movement of consumers towards mid-premium and premium biscuits. The Indian
branded biscuits market is expected to grow at the rate of 9.2% for next five years.

158
Exhibit 83: Market share of key players in branded biscuits market (FY2020)

FY2020 (INR 38000 Cr)

    
 

2%
4%

= Britannia = Parle ITC = Anmol =Patanjali © = Others

Source: Annual Reports, Technopak Research (Revenue estimates of players with multi-category play)

Indian biscuit market is dominated by market leaders like Britannia, Parle and ITC with 65% market share. While
Parle drives a large portion of its revenues from mass product Parle-G, the company has the largest market share
by volume on back of Parle-G brand. Britannia’s revenue is driven by mid-premium and premium products. Other
brands include Patanjali, Dukes, Cremica, Priya Gold, Unibic, McVities and many more.

Patanjali, a champion of the health narrative has its complete range of biscuits in whole wheat flour, cow’s milk
and without any maida, trans-fat & artificial colours. It has also acquired a significant share of 24% in the
Doodh/Milk Biscuits market which is estimated to be INR 1,800 Cr, second to Britannia’s Milk Bikkis with a
lion’s share of ~49%.

Classification of Biscuits

The biscuit market in India is largely classified on two factors. On the basis of product type, the market is classified
into Glucose and Non-Glucose (NG) segments. On the basis of price, it is classified into mass, mid-premium and
premium segments. In the last five years, the NG market growth has outpaced Glucose market growth. Non-
glucose segments mirror mid-premium and premium price points, whereas Glucose segment mirrors mass price
point.

Exhibit 84: Market Share of Branded Biscuit categories FY2015 Vs FY2020 (By Value)

Biscuits FY 2015 Biscuits FY 2020

94

  

= Cookies =Cream

"Cookies = Cream

m Glucose eMac = Glucose = Marie
SSoakaGuckers @euecuciers Non-Salt Crackers m Salt Crackers
a Digestive m Others = Digestive = Others

Source: Technopak Research

159
Exhibit 85: Representation of Value Segments

 

A Cookies, Digestives and Cream
Price (INR/Kg) q

 

 

 

 

 

 

Marie and Crackers
100
Mass Glucose
< >
Source: Secondary Research Volume

 

¥

Source: Technopak Research

Mid-premium and premium segments have been growth drivers of overall biscuits category. Their growth has
outpaced the growth of glucose market segment. This growth is a reflection of the changing consumer behaviour

that prefers mid-premium and premium categories.

Exhibit 86: Value Segments within Branded Biscuits Market

= Mid - Premium ™ Mass

   

 

oe Us
cack
CAGRI% | eee
8,000
2015 2020 2025P

Source: Technopak Research
Manufacturing of branded biscuits - Outsource Vs In-house

Exhibit 89: Key Players’ Profile

 

 

 

 

Inhouse Manufacturing Retail Network (Direct & Indirect)
Britannia 65% 65,00,000 retail points
Parle <20% Not Available

 

 

 

 

160
 

 

 

 

 

 

 

 

Inhouse Manufacturing Retail Network (Direct & Indirect)
ITC Not Available 60,00,000 retail points
Patanjali ~25% 5,45,000 retail points (including 47K+pharmacies)
Ruchi Soya ~25% 5,00,000 retail points
Anmol 97% 20,00,000 retail points

 

 

Sources: Company filings, Technopak Research

Distribution Channels of Branded Biscuits

Biscuits have shelf life of approximately 6 months. Like any other FMCG products, availability of products at
retail points is pertinent to sales off-take. The reduction of distribution cost and consequently inventory cost has
been the area of focus for biscuit brands. They have expanded their retail footprint through distributors, direct
reach and modern retail outlets.

Distributors/Wholesalers: Brands send their products from distribution centre to their exclusive wholesale
dealers, who further sell their products to wholesalers and retailers. Wholesalers and distributors offer local
knowledge, logistic and credit collection support for brands. They take products to geographies where brands
cannot reach directly in a commercially viable manner. Distributors/wholesales get a margin between 2% and 5%
depending on brand, category and their location.

Direct Reach: Brands are trying to cut time between distribution centre and retail outlet. They own the entire
supply chain. Britannia (Zero-day inventory model) and ITC are implementing direct distribution models.
Patanjali too has stores for direct selling of its packaged foods. The direct reach has doubled for Britannia in a
period of 5 years from 1 million retailers in 2015 to 2 million retailers in 2020. They are viable for urban regions,
which are accessible and their demand volume is higher.

General Trade (GT) Vs Modern Trade (MT) Approach

«© General Trade: Biscuits are largely retailed through traditional retail stores. Biscuit brands reach GT through
distributors and wholesalers. Brands offer higher margin or rental for shelf space for visibility. Retailers get
between 10% to 20% margin depending on brand and category. New brands offers higher retailer margin up
to 20% to push sales.

© Modern Trade: Modern retail charges the brands for display/shelf rent. They offer volume based discounts
like 3+1, 4+1 or high discount for large packs to consumers. The sales of biscuits per unit space are higher in
modern trade due to discounts and visibility. E-commerce is also emerging an important channel of modern
retail in urban centres. While e-grocers such as Big Basket and Grofers are limited to top 24 cities, they are
ready to expand their reach.

Another large channel for trade is the Canteen Stores Department which is a solely owned Government of
India Enterprise under Ministry of Defence and has its depot in all major military bases operated by the Indian
Armed Forces.

Overview of Breakfast Cereals Market in India

The size of the breakfast cereals market in India is estimated to be at INR 2,200 Cr in FY 2020 and is expected to
grow at a high CAGR of 15% to reach a market size of ~INR 4,420 Cr by FY 2025, doubling itself in the coming
5 years. Breakfast cereals include all varieties of flakes, oats, muesli and granolas that are largely consumed with
milk for breakfast. A steady growth in the number of households adopting new breakfast categories is witnessed
which has increased the penetration of packaged cereals in the country. which currently is lesser than 5%. Children
and the youth have been adapting to the new morning regime of breakfast cereals. Players have a range of products
appealing separately to kids, adults and the health conscious.

The market is divided into two categories of hot cereals and ready-to-eat (RTE) cereals. Hot cereals include
products like oats, oat bran, wheat bran and porridge whereas ready-to-eat cold cereals include cornflakes, wheat
flakes, choco flakes, muesli. Cornflakes, as a product type, dominate the market with highest market share whereas
other cereals like oats and muesli add up for the rest. Since Indian consumers prefer hot breakfasts, the hot cereal
category is growing at a much faster pace than ready to eat cereals. Among hot cereals, oats have gained high
acceptance and popularity consumers’ awareness of the grain’s health benefits.

161
The overall hot cereal market is categorized into three sub-parts that is plain oats, flavoured or masala oats and
others such as porridge/daliya, oat bran, and wheat bran. Flavoured oat segment was created by Marico in 2010,
with its Saffola masala oats which not only has been successful but also became the category propeller.

Exhibit 91: Breakfast Cereal Retail Market in India (INR Cr)

 

 

 

 

as
ca®
belt)
FY 2015 FY 2020 FY 2025P

 

Source: Technopak Research

While Kellogg’s accounts for a lion’s share of close to 60% of the market, the other key companies in the overall
market are PepsiCo, Barry’s, Marico, GlaxoSmithKline Consumer, Nestlé, Patanjali and Mohan Meakin.

As the adoption is limited, the distribution and retail are limited to urban centres. For the category to grow, it is
imperative to scale up distribution and geographical expansion.

Out of the total 15 million FMCG outlets, around 7,50,000 outlets stock breakfast cereal products

Exhibit 92: Product Portfolio of Key players in Breakfast cereals

 

 

 

 

 

 

 

 

 

 

 

 

Product Category Key Products

Kellogg’s Flakes, Oats, Muesli, Granola Kellogg’s Corn Flakes, Kellogg’s Chocos, Oats, Muesli,
Special K, All Bran, Crunchy Granola

Pepsi Co Oats, Granola, Flakes Quaker Life, Oatmeal Squares, Real Medleys, Simply
Granola, Multigrain Flakes

Barry’s Oats, Muesli, Cornflakes & Brans | White oats, Masala oats, Classic homestyle oats, Fruit & nut
muesli, Swiss style muesli, White bran, Choco fills, etc.

Marico Oats Saffola oats, Masala oats

GSK Oats, Biscuits Horlicks’s oats, Horlicks foodles, Boost NGR Biscuits

Nestlé Flakes, Granola Koko krunch, Crunchy flakes, Crunchy granola

Patanjali Flakes, Oats, Muesli, Dalia Patanjali cornflakes, choco flakes, Patanjali muesli fruit &
nut, Patanjali oats, Masala oats, Instant wheat dalia

Mohan Poha, Porridge, Oats, Flakes & | New life poha, New life wheat porridge, New life oats, New

Meakin Muesli life choco flakes, cornflakes & Muesli

 

Source: Technopak Research

Overview of Noodles & Pasta Market in India

A growing millennial population and increasing working-class customers are driving the consumption of noodles
and pastas in India. Also, the companies have been introducing several products, which are distinctive in terms of
new flavours, healthy ingredients, and packaging driving growth in this segment. The size of the overall noodles
& pastas market in India is estimated to be at INR 7,800 Cr in FY 2020 and is expected to grow at a high CAGR
of 10% to reach a market size of ~INR 12,500 Cr by FY 2025.

162

 
Exhibit 94: Noodles & Pasta Retail Market in India (INR Cr)

sore on
oe oo
12,500

FY 2015 FY 2020 FY 2025P

 

Source: Technopak Research

Nestlé Maggi accounts for a share of ~40% of the market followed by ITC’s Sunfeast Yippee, Nissin, Bambino,
Patanjali and Wai Wai.

Nestlé has been able to retain its popularity even after the ban on the marketing and sales of Maggi due to the
presence of excessive levels of lead by the Indian government in 2015. However, following this episode, most
companies have turned their focused on launching healthier versions of noodles using vegetables, aata, and oats.
While Nestlé Maggi, Sunfeast Yippee and other brands have introduced their aata and oats variant, Patanjali’s
complete range of noodles is said to be using aata instead of maida making it a significant player in the aata
noodles segment.

Exhibit 95: Product Portfolio of Key players in Noodles & Pasta

 

 

Product
Category Brand Key Products
Nestlé Noodles & Pasta Maggi Maggi instant noodles, Atta noodles, Maggi instant

pasta, Maggi cuppa noodles, Maggi chicken noodles,
Maggi masala n magic, Maggi ketchup

ITC Noodles & Pasta Sunfeast Yippee | Sunfeast Yippee instant noodles, Atta noodles, Magic
masala noodles, Sunfeast Yippee pasta (creamy corn,
masala, tricolour, sour cream, and onion), Sunfeast
quick mealz (veggie delight, chicken delight)

 

 

 

 

 

 

 

 

 

 

Nissin Cup noodles, Cup Noodles, Cup Noodles (masala, chicken, italiano, manchow),

instant noodles Top Ramen, Top Ramen instant noodles (masala, chicken, curry,
Scoopies chilli), Scoopies (mad masala & chicken)

Patanjali__| Noodles Patanjali Aata Noodles

Bambino | Pasta, Noodles & Bambino Bambino Macaroni, Bambino Pasta (Penne, Spirali &
Macaroni Pipe Rigate), Bambino Instant Pasta (Cheese, Masala &

Tomato), Ribbon Noodles, Spaghetti (Dry Noodles)

Wai Wai _ | Instant noodles & Wai Wai Wai Wai Ready to eat noodles, Wai Wai Atta noodles,
Ready to eat Wai Wai Xpress (masala, fish curry, curry delight,
noodles chicken, tomato paprika)

 

Source: Technopak Research

Overview of Oil Seed Crush Business in India (Soy & Mustard)

Overview of Oilseed Crush Business

Concentration of soybean production is in the states of Andhra Pradesh, Rajasthan, Madhya Pradesh and
Maharashtra. Crushing of soybean for soybean oil and soy meal starts in the month of October and continues till
the next few months reaching the peak in November to January. It is estimated that there are approximately 15,000
oilseed-crushing mills across the country.

Key consideration for setting up a crushing unit are transportation costs, trade policies, labour, energy cost and

infrastructure. In India majority of the crushing facilities are in the central & western part of the country (Madhya

163
Pradesh, Rajasthan & Gujarat). On the other hand, refineries are either located near the crushing plants or near

major ports of the country.

Crushing Capacity

Exhibit 104: Total Capacity for Soybean and Mustard in India (Volumes in Mn Metric Ton)

 

 

 

 

 

 

 

 

 

 

 

 

, Total Production Total Produce Crushed Total Capacity
SS (CY 2019) (CY 2019) Available(CY 2019)
Soybean 9.5 7.8 25
Mustard 6.8 5.9 15
Source: Technopak Research
Exhibit 105: Oilseed Content
Oil Seed Type Oil Oil Meal
Soybean 18% 82% (Poultry, edible food)
Mustard 40% 60% (Cattle feed)

 

 

 

Source: Technopak Research

Competition Landscape

The players in oilseed crushing as a business line can be divided into four groups.

Exhibit 106: Type of Players in Oilseed Crushing

 

Key Players

Large Domestic Players

Adani Wilmar
Ruchi Soya

Sonic Biochem
Sanwaria Agro

Gujarat Ambuja Exports

 

Regional
Players

Small Player with Niche Products

Gokul Refoil
Kriti Nutrients
Sitashree Products
Dewas Soya
Betul Oil

 

Traders

International Commodity Traders

Bunge

Cargill

Louis Dreyfeus
Mitsui

ADM

 

 

 

Small Players | Feed Manufacturers

Suguna Hatcheries

Godrej Agrovet

 

Venkateshwara Hatcheries

Srinivasa Hatcheries

 

 

Source: Technopak Research

Ruchi Soya with a crushing capacity of approximately 11,000 MT per day and Adani Wilmar with a crushing
capacity of approximately 8,800 MT per day are the key players. The 2 players contribute almost 17-18% of the

total capacity of 40 Mn MT in India.

Exhibit 107: Oilseed Crushing Capacity of Key Players

 

 

 

 

 

 

 

 

Key Players Crushing Capacity (As of FY 2020) Number of Plants
Ruchi Soya 11,000 MT per dar 10 crushing plants
Adani Wilmar 8,800 MT per da 8 crushing plants
Gujarat Ambuja Exports 4,500 MT per day 6 crushing plants
Emami Agrotech 500 MT per day 1 crushing plant

 

 

Source: Technopak Research

164
Growth Drivers

Strong Export Demand of Soybean Meal for the Feed Industry: There is strong demand for non-GM soybean
meal from the international markets. Estimated soybean meal exports in CY2018 was approx. 1.8 Mn MT and
had witnessed a growth rate of 30% in the previous 3 years by volume. As only 5% of soybean crop in US is non-
GM, it makes the Indian product command a price premium in international markets.

Government’s Focus to Reduce Imports through Domestic Production of Oilseeds: Government has been
taking many measures to increase the domestic production of edible oil seeds with initiatives like National Mission
on Edible Oils aiming to increase the area under cultivation, production, and productivity of the oilseed crops.
Several other initiatives like oil palm area expansion under Rastriya Krishi Vikas Yojana, increasing the MSP of
oilseed crops, concept of buffer stock for oilseeds, cluster demonstration of oilseed crops, trade restrictions for
RBD (Refined, Bleached, Deodorized) palmolein and changes in duty structure are being implemented by the
government to boost the domestic production.

Growth in Domestic Feed Industry: With the growing per capita meat and poultry consumption in India, it has
emerged as one of the largest and fastest growing compound feed markets in the world. The feed industry is
growing at a CAGR of 8%, with poultry, cattle and aqua feed sectors emerging as major growth drivers.

Value Chain

Exhibit 108: Soybean Processing: Representation of Value Chain

oil gt

Cleaning, Cracking, sas Conditioning, Flaking
Full Fat Flakes

— EF

Grinding/Grading Oil Extraction

| Defatted Soy Flakes |
pee Crude Soybean oil

Extrusion

Textured Soy Protein
Refined Soy Oi Dom Bagging

Hydrogenation

‘Source: Technopak Research

Export Demand for De-oiled Cakes

There is a growing demand for de-oiled cakes of mustard/rapeseed and soybean from the international markets,
largely for poultry and cattle farms. De-oiled cake or oil cakes is used as an organic add-on at the agricultural

farms and has great reuse value. The left-over extract from soybean seeds are an excellent source of protein and
micronutrients. They are in the form of defatted soya flour, defatted soya flakes and soybean meal.

165
Soymeal and rapeseed meal constituted almost 80% of the total oil meals exported from India in 2018-19, the
other oil meals being groundnut, rice bran and castor.

Exhibit 110: Export of Oil Meals - Value (in USD million)

 

 

 

 

2015 2016 2017 2018 CAGR%
Soymeal 436.59 305.27 836.25 884.34 27%
Rapeseed meal 183 83 108 212 5%

 

 

 

 

 

 

 

Source: ITC Trade Map; Year indicates CY HS Code: 23040010, 23040030, 23040090 & 23064900

Rapeseed meal export is also expected to rise due to growing demand from South Korea, Thailand and Vietnam
as exports to these countries contribute almost 80% of the total rapeseed oil meal export.

Exhibit 112: Soy Oil Meal: Key Export Markets (CY 2019)

 

 

 

 

S.No Country Values in USD Mn. Quantity in MT | % share by Volume
1 Iran, Islamic Republic of 185 4,10,615 24.8
2 United States of America 181 3,07,552 24.3
3 Nepal 57 1,19,573 7.6

 

 

 

 

 

Source: ITC Trade Map, HS Code: 230400

Exhibit 113: Rapeseed Oil Meal: Key Export Markets (CY 2019)

 

 

 

 

 

 

 

S.No Country Values in USD Mn. Quantity in MT % share by Volume
1 Korea, Republic of 79 3,58,013. 39.5,
2 Thailand Al 1,84,330 20.5
3 Viet Nam Al 1,76,320 20.5

 

 

 

 

Source: ITC Trade Map, HS Code: 230649

The key players in Soybean and Mustard/ Rapeseed meal exports are Vippy Industries Ltd, Prestige Feed Mills,
ADM Agro Industries, Adani Wilmar and Ruchi Soya.

National edible oil players Adani Wilmar and Ruchi Soya have a combined share of ~15-20% in the total export
of these categories.

Challenges

Fragmented industry with low scale leading to margin constraints: There are many small and medium size oil
mills in the industry with limited installed capacities. Cost efficiency in the oilseed crushing industry depends
largely on expanding the level of operations, with larger plants able to attain lower unit costs at any given level of
capacity utilization. Also, there is low or limited focus on R&D to make new product/value added product.

Under-utilization of capacities: As soybean is a seasonal crop (Kharif Crop in India), the crushing plants are not
operated at full capacity throughout the year due to availability of the raw material for limited period. Currently
the industry operates at 30-35% capacity utilization.

Competition in the segment: Brazil, US, Argentina & China are the top soybean producers in the world followed
by India. They pose competition to the Indian produce as their soy products are cheaper in international markets.

Outlook

A strong export demand for soymeal from India is expected in the future. USA has emerged as the largest customer
for Indian soymeal. Soymeal exports to the US was approximately 3 lakh MT in CY 2019 contributing 24.3% to
India’s total soymeal exports. Only 5% of the soybean crop in the US is non-GM (genetically modified). Customer
opting for non-GM soybean products are willing to pay a premium over the GM soybean products.

Indian exports benefited as the prices of soybean meal of Brazil, the US and Argentina rose in the international

market. This trend is likely to continue strengthening India’s position as a global player in the world market.

166
Export Market Overview of Key Categories (Biscuits, De-Oiled Cakes, Soy Products & Derivatives)
De-Oiled Cake (Soybean) Export Market

While global export of Soybean de-oiled cake has witnessed a growth at 1.48 % by value in the period CY 2017-
20, it has witnessed a volume growth at a CAGR of 0.23% during the same period.

 

 

Exhibit 117A: Global Market (USD Mn) Exhibit 1178: Global Export Market (000’ Tonnes)
66,197 66,655
23,017 24,053
2017 2020 2017 2020

HS Code: 2304
Source: ITC Trade Map, Technopak Research
Year indicates CY

 

 

 

 

 

 

 

 

 

 

World Exports 2017 2018 2019 2020 CAGR (2017-20)
Value (In Mn USD) 8,032 8,463 8,346 8,234 0.83%
Volume (in 000' Ton) 3,004 3,170 3,581 3,236 2.51%

 

 

Source: ITC Trade Map, Technopak Research
Year indicates CY

India’s De-Oiled Cake (Soybean) Export Market

Indian De-oiled cake Exports has maintained a share of 3-4% of total world exports by value since 2017 and 2-
3% by volume.

Exhibit 118: India’s De-Oiled Cakes Export Market

 

 

 

 

India’s Share of World Exports

(by Value) USD Mn oP 2017 2018 2019 2020
Total Exports (World) 23,017 26,782 24,394 24,053
India’s Exports 838 893 744 701
India’s Share 3.64% 3.33% 3.05% 2.91%

 

 

 

 

 

 

 

Source: ITC Trade Map; Year indicates CY HS Code — 230400

Soybean Oilcake and Oilcake Meal Export Market

Indian oil cake and oilcake meal (defatted soy flakes and soy flour) exports has witnessed an exponential growth
during the previous years, the category has grown by a CAGR of ~78% by volume. The primary customers of
oilcake and oilcake meal for India are North Amearican countries like USA & Canada and South East Asian
countries Vietnam, Myanmar and Thailand.

Exhibit 119: India’s Soybean Oilcake and Oil cake meal Export Market

 

 

 

 

 

 

 

 

 

World Exports 2016 2017 2018 CAGR (2016-18)
Value (In Mn USD) 64 112 184 70%
Volume (in 000' Ton) 106 209 334 78%

 

 

Source: ITC Trade Map, Technopak Research
Year indicates CY
HS Code: 23040010 (Data available till 2018)

167
Soybean Meal Export Market

Indian Soybean Meal (soy meal, full fat soy flour, soy grit, soy flour and soy flakes) exports has witnessed an
exponential growth during the previous years, the category has grown by a CAGR of ~79% between 2016 and
2019. The primary customers of soybean meal for India are Middle Eastern Nations and European countries like
Germany and France. While Ruchi Soya is the largest soybean meal exporter from India, the company is also the
largest manufacture of soybean meal in India.

Exhibit 121: India’s Soybean meal Export Market

 

 

 

 

 

 

 

 

 

World Exports 2016 2017 2018 CAGR (2016-18)
Value (In Mn USD) 183 578 528 70%
Volume (in 000' Ton) 391 1,446 1,247 79%

 

 

 

Source: ITC Trade Map, Technopak Research
Year indicates CY
HS Code: 23040030 (Data available till 2018)

Soybean Residue Export Market
Indian Soybean Residue (soy residue) Exports has been growing during the previous years, the category has grown
at a CAGR of ~44%. The primary customers of oilcake and oilcake meal for India neighbouring countries are

Nepal and Bangladesh.

Exhibit 123: Soybean Residue Export Market

 

 

 

 

 

 

 

 

 

World Exports 2016 2017 2018 CAGR (2016-18)
Value (In Mn USD) 52 107 108 44%
Volume (in 000' Ton) 110 272 228 44%

 

 

Source: ITC Trade Map, Technopak Research
Year indicates CY
HS Code: 23040090 (Data available till 2018)

Key Reasons for Increase in Exports by Major Players in India

The key markets for Indian exports have been Iran, USA, neighbouring countries like Nepal, Bangladesh and
Myanmar and some developed countries like France, Japan, Korea and Canada. India’s export market has
remained stable at around 750 to 890 USD Mn in value during the period 2017-19.

India is the fifth largest country in Soy-meal Production after USA, Brazil, Argentina and China. Madhya Pradesh
has the lead among the soybean producing states in India. Of the total production of soybean in India, 10-12% of
it is directly consumed and the rest is crushed to derive soy meal and soy oil. Indian Non-GM soybean meal is
considered to be premium compared to GM soybean meals produced in other countries. European and Asian
countries prefer to use Indian soybean meal.

India exports approximately 65% of the total soy meal produced and has emerged as one of the largest exporters
of soy-meal.

Trends

Government of India has taken certain decisions and exploring options to give a policy push to domestic
agriculture infrastructure. India has imposed an additional tax on edible oil imports, helping Indian soybean and
other oil producers and refiners.

Exports of soybean meal have gone up by almost three times between October and February over the last year
owing to strong global demand. According to the Soybean Processors Association of India (SOPA), shipments
from India are continuously increasing over the years. In 2019-20, soybean meal exports were estimated at 9.84
lakh tonnes.

Challenges

168
In the recent past India has had an advantage in exporting more volumes as the recent global rally in soybean
prices has made Indian soy meal competitive. In November, India’s soy meal exports surged 144% on year due
to a revival in demand, led by opening of economies across the globe. However, the price may not remain stable
leading to fall in Indian soybean meal demand.

Outlook
Approximately 5% of the soybean crop in the United States of America is non-GM (Genetically Modified).
Customers opting for non-GM soybean products are willing to pay a premium over the GM soybean products,

making Indian soybean based products competitive in the international market.

Indian exports benefited as the prices of soybean meal of Brazil, the US and Argentina rose in the international
market. This trend is likely to continue strengthening India’s position as a global player in the world market.

Soy Products & Derivatives Export Market
Protein Concentrate Export Market

Protein concentrate comprises of Textured Vegetable Proteins (TVP) in the form of Soy Chunks, Soy Granules,
Soy Steaks and TVP fine powder etc. TVP are made from defatted soy flour, a by-product of oil extraction process.

Protein concentrate (or TVP) exports remained stable over the years. Indian exports of protein concentrate stands
at 32,000 Tonnes it had CAGR of ~-5.83% for the period between 2017 and 2020. The primary customers of
protein concentrate and meals for India are United Arab Emirates, Phillipines, Saudi Arabia and Korea
Bangaldesh.

Exhibit 125: India’s Protein Concentrate Export Market

 

 

 

World Exports 2017 2018 2019 2020 CAGR (2017-20)
Value (In Mn USD) 29 29 28 38 9.43%
Volume (in 000° Ton) 27 30 27 32 5.83%

 

 

 

 

 

 

 

 

 

Source: ITC Trade Map, Technopak Research
Year indicates CY
HS Code: 21061000

The world protein demand is rising in parallel with the growing population. The high protein trend is gaining
traction and will continue to evoke interest in the upcoming years. According to the Food and Agriculture
Organization (FAO), in 2050, the global food demand, will be twice the demand in 2013. Moreover, protein rich
diet has been proven to alleviate several health concerns. As a result, consumers have increasingly started
incorporating a certain amount of protein into their daily diets. This is ultimately leading to the significant increase
in the soy protein production and consumption, worldwide.

The key markets for Indian soy protein and soy based products exports have been Netherlands, Turkey, Saudi
Arabia, Philippines, Indonesia and Malaysia.

Soy Lecithin Export Market

Soy lecithin is a food additive obtained during refining af crude soybean oil. Soy lechtin is used as an emulsifier,
when added to food, and has uses as an antioxidant and flavor protector, it is also used in paints, cosmetics, plastics
and pharmaceutical industries. Soy Lechtin is a profitable product and an importat source of revenue for oil
refiners.

Soy Lechitin exports has grown by a CAGR of ~10% by volume. The primary customers of soy lecithin are
Netherlands, Turkey and Saudi Arabia.

Exhibit 127: India’s Soy lecithin Export Market

 

 

 

 

 

 

 

 

 

World Exports 2016 2017 2018 CAGR (2016-18)
Value (In Mn USD) 69 66 66 -2%
Volume (in 000' Ton) 37 44 44 10%

 

 

Source: ITC Trade Map, Technopak Research

169
Year indicates CY
HS Code: 29232010
Soy Fatty Acid Export Market

Soy fatty acids are used in industrial and medical applications. The exports have grown at a CAGR of ~14% by
volume. The primary customers of soy fatty acids are Indonesia and Malaysia.

Exhibit 129: India’s Soy Fatty Acid Export Market

 

 

 

 

 

 

 

 

 

World Exports 2016 2017 2018 CAGR (2016-18)
Value (In Mn USD) 97 152 141 20.57%
Volume (in 000' Ton) 81 117 106 14.40%

 

 

Source: ITC Trade Map, Technopak Research
Year indicates CY
HS Code: 28231900

India’s export market had remained stable at around 750 to 890 USD Mn in value during the period 2017-20.
Trends

Non-GMO products held a 55% share of the global textured soy protein market and is expected to maintain its
dominance amid increasing awareness about the harmful effects of Genetically Modified (GM) crops. Demand
for non-GMO products is likely to drive the segment. Restrictions on genetically modified soybeans in India,
China, and other countries have continued to push the demand for non-GMO crops.

Texturized soy protein, is widely used to manufacture plant-based meat, as it offers a meat-like texture and taste.
Plant-based meat has been gaining popularity over the years, offering similar nutritional properties along with the
meaty taste and flavour of real meat products, along with the essential amino acids. Increasing demand of plant-
based meat will help in the growth of the soy protein market over the coming years.

Challenges

Brazil, US and Argentina are the world's top soybean producers and recognised as major players in the soy meal
market. Their soy products are cheaper than India providing tough competition to Indian exporters.

Outlook

Increasing vegan population and health awareness in North American Nations is driving growth of soy-based
proteins. Increasing soybean production coupled with the rising awareness about the health benefits of soybean is
expected to drive the market growth.

Castor Derivatives Export Market

Ricinoleic Acid Export Market

Ricinoleic is a Castor Oil Fatty acid derivative obtained from hydrolysis of castor oil. Castor oil has about 90%
ricinoleic acid of its total fatty acid contents. It is used as pigment, printing ink, and textile finishing and a raw
material for the synthesis of more complex chemicals ricinoleic acid. Exports has grown at a CAGR of ~39% by

volume. The primary customers of ricinoleic acid are Korea, China and Belgium.

Exhibit 131: India’s Ricinoleic acid Export Market

 

 

 

 

 

 

 

 

 

World Exports 2016 2017 2018 CAGR (2016-18)
Value (In Mn USD) 25 38 42 29%
Volume (in 000' Ton) 9 14 17 39%

 

 

Source: ITC Trade Map, Technopak Research
Year indicates CY
HS Code: 29161990 (Data available till 2018)

12-Hydroxy Stearic Acid Export Market

170
12- Hydroxy Stearic Acid commonly known as 12 HSA is a Castor Oil Fatty acid derivative used in grease
manufacture, plastics lubrication, surfactant and as a raw material for the synthesis of more complex chemicals
12-HSA exports has grown by a CAGR of ~13% by volume. The primary customers of 12-HSA are US and
Netherlands.

Exhibit 133: India’s 12-HSA Export Market

 

 

 

 

 

 

 

 

 

World Exports 2016 2017 2018 CAGR (2016-18)
Value (In Mn USD) 52 90 82 25.70%
Volume (in 000' Ton) 37 49 47 13.10%

 

 

Source: ITC Trade Map, Technopak Report
Year indicates CY
HS Code: 29157040 (Data available till 2018)

India is the single largest producer of castor seeds and is accountable of approx. 85% of the world castor seed
production followed by China and Brazil. There has been a steady rise in output on account of rise in production
level in India. However, Brazil and China have experienced sluggishness in castor crop.

In India, state of Gujarat is the main castor oil producing state accounting for approximately 75% of the total
domestic production, followed by Rajasthan and Andhra Pradesh.

Major applications of castor oil are in the industrial sector for the processing of a wide variety of products.

India is one of the largest manufacturers and exporter of castor oil in the world and is responsible for almost 80
to 85% of total global exports. The major trading partners in this sector are China, Europe, Thailand and Japan.
China has been one of the biggest importers for castor oil due to its demand for sebacic acid (a basic industrial
chemical compound) which is developed from castor oil.

Trends

Increasing global consumption of castor oil and derivatives by end-use industries for the manufacturing of bio-
based plastics, lubricants, coatings, skincare, hair care, and medicinal products is expected to trigger the market
growth. The use of castor oil and derivatives in traditional medicines owing to its ability to treat skin disorders,
stools, headaches, and inflammatory problems is rising.

12-hydroxy stearic acid (12-HSA) is emerging as the prominent product segment owing to its negligible solubility
in organic solvents and insolubility in water. Growing consumption of 12-HSA in the manufacture of acrylic
polymers and calcium and lithium greases, as an internal lubricant in plastic moulding, and non-aqueous and
aqueous coatings for equipment, automotive, architecture, and appliances will keep the product demand elevated.

Challenges

China accounts for the highest consumption of castor oil and derivatives, mainly due to the gradual expansion of
its downstream industries. They are used for the production of a variety of industrial products such as plasticizers,
candles, lubricants, hydraulic fluids, and resins.

Castor oil and derivatives industry face demand-supply gap along with the availability of substitutes such as palm
oil, sunflower oil, rapeseed oil, sugarcane, corn, and wheat which replaces castor oil derivatives in the market

Outlook

Castor oil and its derivatives have applications in the manufacturing of soaps, lubricants, hydraulic & brake fluids,
paints, dyes, coatings, inks, cold resistant plastics, waxes & polishes, nylon, pharmaceuticals and perfumes. The
use of castor oil derivatives in the industry are projected to increase, with increasing acceptance of castor oil
derivatives in cosmetics and pharmaceutical products like lotions, makeup and cleansers.

Overview of Nutraceuticals Market in

India

171
Nutraceuticals are referred to as products that are derived from herbal products, minerals, vitamins and dietary
substances. At present, USA, Japan and Europe account for more than 90% of the total global nutraceutical market.
However, with these international markets achieving maturity, the focus of nutraceutical players is now shifting
towards developing economies, especially those across Asia Pacific, including India. Shifting trends towards
healthy lifestyles accompanied by a rise in processed food demand has urged the F&B manufacturers to improve
the nutritional content in their products, thereby generating new growth opportunities.

Indian Nutraceuticals Retail Market

Accounting for almost 2% of the global nutraceutical market, the Indian nutraceutical market is estimated to be
around INR 51,750 crores in FY 2020 and is expected to reach approx. INR 1,27,500 crores by FY 2025, growing
at a high CAGR of 20% on the back of rising demand for dietary supplements from upper and middle class.

Exhibit 135: Nutraceuticals Retail Market in India (INR Cr)

1,27,500
as
of
sy 51,750 Lo
wo =
of
21,000 ——~
FY2015 FY2020 FY2025P

Source: Technopak Research

India’s age-old history of ayurvedic medicine means consumers are familiar with taking supplements to address
health issues. Growing awareness and increasing health concerns have led to a rise in the use of modern health
supplements, especially natural health products. The dietary supplements market is anticipated to offer major
investment opportunities, especially for herbal and Ayurveda extract-based products. This is because of the ample
availability of raw materials in India.

India is experiencing a spate of lifestyle changes and a corresponding rise in lifestyle diseases, including diabetes,
high blood pressure, obesity and cardiovascular problems. This has increased the demand for nutritional
supplements among upper and middle-class consumers. Nutraceutical intake is growing in popularity as
consumers look for products to boost energy and health, especially given the current COVID-19 situation. The
demand for dietary supplements such as tablets, capsules, powders, liquids, soft caps and soft gels is increasing.

India is a global pharmaceutical hub with its ability to manufacture high-quality & low-cost generic drugs.
Nutraceutical manufacturing uses many of the similar technologies as the pharmaceutical industry, and low cost,
high quality manufacturing makes India a global leader in the nutraceutical products. India is the third largest
producer of Active Pharmaceutical Ingredient and has over hundred large contract manufacturers in nutraceuticals
which has not only opened a huge opportunity for new FDI (Foreign Direct Investment) but has also leveraged
the overall growth of the industry.

Growth Drivers
¢ Compensation for unhealthy lifestyles: Failure to adhere to a nutritionally balanced diet has resulted in an
increased demand for nutraceuticals to meet nutritional needs. Along with surge in demand for dietary

supplements in order to address various deficiencies, there is an increased demand of functional foods which
combine the benefit of food and nutrients.

172
Exhibit 136: Key Product Segments

Nutraceutical
Market

 

   
      
   
   

Functional food &
Beverages

40%

Dietary Supplements
60%

 

Functional beverage
(Energy & Sports
drinks, fortified
juices)

   
 
     

  
 
 
  

Functional food
(fortified food,
lidinated salt)

Vitamins & Mineral
‘Supplements

Other Dietary

Protein Supplements Herbal Supplements Supplement

  

 

Source: Technopak Research

Exhibit 137: Retail Market Size of Key Product Segments (INR Cr)

‘ vw
vio
se
jg oth
ase ne
ca gps
2015 2020 2025P

Functional Foods & Beverages Dietary Supplements

Source: Technopak Research

Functional Food and Beverages: While functional foods contribute a share of 65% in the category, balance 35%
is contributed by functional beverages. Key contributors are fortified products like oats and fortified cereals, soy,
flaxseed, nutrition bars, probiotic yogurt and dairy products, baked goods and edible oils.

Dietary Supplements: Dietary supplements contribute around 60% of the nutraceuticals market in India with an
estimated retail sale of INR 31,500 crores in FY 2020. Vitamins and minerals are the major contributors followed
by herbal supplements and proteins.

Dietary Supplements are further segmented as:

¢ Medical nutrition — Nutrition to meet condition/disease specific goals with formulations such as tablet,
capsules and powders, products like diabetic nutrition, dialysis nutrition, bone health, anaemic

¢ Sports nutrition — Nutrition to meet performance enhancement goals with formulations like protein powders,
capsules and liquids, products like, energy supplements and mass/muscle gainers.

¢ General nutrition — Nutrition for overall health & general wellness with formulations like tablet, capsules
and powders, products like weight management, multi-vitamins & beauty products for men & women.

Consumers looking for good health and daily nutrition are the major buyers in the nutraceutical segments followed
by consumers with health concerns and weight issues.

174
© Growth in Non-Communicable Disease: The rise in incidences of heart diseases, lifestyle disorders, cancer,
respiratory disease & diabetes coupled with increasing share of nutraceuticals in doctor’s prescription have
led to increase in consumption.

¢ Impact of COVID-19: The growing demand for natural immunity-boosting products during the COVID-19
has accelerated the growth of the nutraceuticals industry during this period. High growth was registered
during FY 2021 in the sales of vitamins & minerals especially with vitamin C & D that help in boosting
immunity.

¢ Government Policy Push towards Manufacturing: Under ‘Make in India’ initiative, the government has
been focussing on creating pharma manufacturing infrastructure and scale within India thereby reducing
imports and bolstering India’s strength of manufacturing.

« Increase in Awareness: Increased awareness regarding nutritional care and has made the nutraceutical
market more visible and have urge to take preventive steps

o Rapid digitalization and increase in social media usage have led to high growth in the sector
o Players and influencers have extensively used the social media platforms for product advocacy.

o Players like Healthkart, a dietary supplements & health devices online store has promoted largely through
online media advertisement (Facebook, Google & other ad networks).

¢ Urbanization: The urban population have become more health conscious with increased interest in sports
activities, yoga, health clubs, etc. contributing the demand in nutraceutical business.

Key Customer Segments

While India represents a growing market for nutraceuticals, some segments have a more pronounced need for
nutraceuticals amongst others like:

e Children needs functional food and beverage supplement for physical and mental growth

e Age-groups between 15-25 years and 25-35 years are stronger targets either due to active lifestyle or
specific needs

e Pregnant and lactating mothers need to supplement their nutrition need

© 60+ age group are specifically at risk to diabetes, bone related diseases and other ailments and needs special
preventive protection through nutraceuticals.

e The new or emerging consumer is more attracted towards the general nutrition category which majorly
cover the daily & good health-based nutrition, followed by other supplements related to weight issues &
other health concerns.

Key Product Segments

Nutraceuticals are divided into functional foods & beverages and dietary supplements. It is estimated that dietary
supplements contribute ~60% of the market and functional food & beverages account for the balance 40%.

173
Exhibit 139: Dietary Supplements: Market Size of Key Product Segments by Usage (INR Cr)

    

ge
xy gi
ye
cagR23%
er
>
“ cnn
camp
2015 2020 2025P
Vitamins & Minerals mHerbalSupplements mProteins m Others

Source: Technopak Research

Competitive Landscape

Indian nutraceutical market continues to being aggressive with the entry of major ingredients manufacturers and
suppliers, food fortification companies, ayurvedic and herbal extract manufacturers and distributors apart from
the leading FMCG, Food & Beverages and pharmaceutical companies. The production hubs are concentrated in
southern India followed by eastern regions with leading top three states Andhra Pradesh, Tamil Nadu and West
Bengal. The urban centric Indian nutraceuticals market is gradually gaining ground in rural India as well with
growing awareness about health and wellness.

Exhibit 141: Players and Product Portfolio

 

 

 

 

 

 

 

 

 

 

 

 

 

Players Brands Segments
GSK Ostocalcium, Eno, Sensodyne etc Consumer healthcare, Digestive health,
Oral care etc.

Amway Nutrilite, XS whey, Bodykey, Attitude, | Nutrition, Beauty, Healthcare, etc.
Artistry etc.

Abbott Ensure, Similac, Elecare, Zoneperfect, | Nutrition, Diabetes care, Diagnostics,
Pediasure, etc. Pharmaceuticals

Danone Protinex, Dexolac, Farex & Nusobee Nutrition

Zydus Complan, Glucon-D, Nutralite, Sugar free & | Nutrition, Health & Wellness
Sugar free lite

Dabur Dabur Chyawanprash, Dabur Honey, Real | Ayurvedic medicines, Consumer
Juices, Hajmola, Honitus, etc. healthcare, Oral care, Foods, etc.

Himalaya Purehands, Purehomes, Koflet, Q-Dee | Herbal Healthcare, Nutrition, Wellness,
Immunity, Complete care, Quista, Quista | Personal care, Oral care etc.
kidz

Patanjali Aloe vera juice, Amla juice, Herbal power | Natural Healthcare, Ayurvedic
vita, Sea buckthorn capsule, Amrit rasayan, | medicines, Wellness, Homecare,
Immuno charge etc. Personal care, etc.

Ruchi Soya Nutrela daily energy, Nutrela daily active, | General & Medical Nutrition, Sports
Nutrela bone health natural, Nutrela vit B12 | nutrition.
natural, Nutrela iron complex, Nutrela vit
D2K natural, Nutrela Omega 3,6,7 & 9 etc.

 

Source: Technopak Research

175

 
Himalaya, Abbott, Dabur, GSK and Amway are some of the major players operating in dietary supplements
market in India. Amway has invested approx. INR 600 Crores in the new manufacturing facility in Tamil Nadu.

Patanjali is one of the leading manufacturers and exporter of herbal and natural products including health
supplements (especially in general nutrition), cosmetics, food, processed food, beverages, and personal and home
care products. The products are 100% vegetarian and are designed for the Indian market.

Ruchi Soya has forayed into the niche and a high growth FMHG segment with the launch of nutraceutical vertical.
The product portfolio includes immunity boosters, vitamin deficiency capsules & supplements and other general
nutrition products under the brand named Nutrela. The company has proposed to use the joint branding of Patanjali
& Nutrela for marketing & advertising under the non-exclusive licensing contract between the Patanjali Ayurved
& Ruchi Soya. The products are 100% vegetarian produce by using a fermentation process with no artificial
colours, flavours and preservatives unlike the synthetic products.

Retail and Distribution Structure

A strong distribution channel is imperative for this category to accelerate the reach of products in Tier 2 & 3 cities.
Grocery formats and pharmacies are the key channels of retail for these products.

¢ Modern and Traditional Grocery Retail Channels - Merchandise nutraceuticals, especially functional food
and beverages

¢ Organised and Unorganised Pharmacy - Since dietary supplements are often sold as OTC, pharmacies become
an important channel for purchase.

e¢ Gym and health clubs - Since the sports nutrition requires advocacy, the health centres become an important
channel for sales especially for sports nutrition, functional food and beverages. Several nutritionists also act
as distribution points for such products.

¢ — Tie-ups with corporates & universities are being explored

© — Sports Nutrition sold 50% through grocery and 50% through pharmacy format. General & Medical nutrition
spit is 70-30 in favour of grocery format.

Key Emerging Trends

e Transparent and Effective Education for consumers: The nutraceutical manufacturers & sellers are
undertaking the task of educating the consumers by sharing detailed information about the products and the
advantages and functions, while also bringing about a clarity and reliability among the current as well as
future customers.

© Consistent Product Improvement: Nutraceutical manufactures are also working on number of factors like
enhanced quality levels of the product, improved transparency, and aggressive pricing to widen the
consumption. Manufacturers too are coming up with new and better products that are 100% natural,
vegetarian, without artificial colours, flavours & preservatives, has plant-based nutrition with no side effects.

Opportunity for new players: High cost and long-time frames of product development are entry barriers for
new players. However, the Food Safety and Standards Authority of India (FSSAI) have been working on
regulations for nutraceuticals in India which are at par with international standards. This is expected to open
avenues for new entrepreneurs to enter the nutraceutical field. It will also open opportunities for foreign
investments.

Key Challenges

e Fragmented Industry: Fragmented nature of the market both from demand & supply perspective. This is so
as every player has identified niche for themselves.

e Regulatory Challenges: Fluidity in policy from product definitions and approvals to health claims and
manufacturing standards.

© Counterfeit products: The Indian nutraceutical market grapples with a problem of counterfeit and fraudulent
products which confuse the consumer and dents their trust for such products.

176
¢ — Pricing: High prices limit their adoption in the Indian market and restrict it to the urban markets.

© Tailored products: The Indian consumer preferences include vegetarianism, Halal or Hindu dietary practices
and the traditional remedies reflecting social and cultural diversity. It is important for brands to be mindful
that the demand for a product may vary according to dietary preference or religion.

Overview of Palm Plantation Sector

Global Overview of Palm Plantation Sector

Palm oil is the highest consumed vegetable oil in the world with almost 41% of the share of total global
consumption, followed by soy (31.4%) and mustard (16.7%). Growing demand for palm oil and derivatives from
major markets like India, China, European Union (“EU”) and Indonesia has contributed to palm oil becoming the
most popular edible oil at a global level. The global palm oil market is estimated to be USD 87 billion in CY 2020,
growing at a CAGR of 6.0% during the forecast period CY 2020-2025 and to reach USD 116 billion in CY 2025.
Palm Oil is an edible vegetable oil that is derived from the mesocarp (reddish pulp) of the fruit of the oil palms.
Two types of oil can be produced, crude palm oil is extracted from the fleshy fruit and palm kernel oil is extracted
by crushing the kernel or the stone in the middle of the fruit.

Palm Plantation is carried out globally with certain focus in some areas. Indonesia, Malaysia, and Thailand are
some of the countries with highest area under palm plantation. Globally, nearly 28 million hectares of land is
under palm plantation, which produces approximately 411 million tonnes of FFB every year.

Indonesia is also the global leader in palm plantation and crude palm oil production. Indonesia has 14.7 million
hectares of land under palm plantation and produces 245.56 million tonnes of FFB every year. Yield in terms of
FFB (fresh fruit bunch) production per hectare per year is 16.74 tonnes per hectare. Malaysia has 5.2 million
hectares under plantation and produces 99.07 million tonnes of FFB every year.

Exhibit 143: Countries having Area under Palm Plantation (CY 2020)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Crude Palm Oi FFB ‘Area under en
Country Production Percentage of | Production Plantation See
Quantity (000° | World Production | (Million (Million
MT) Tonnes) Hectares) year

Indonesia 43,500 58.0% 245.63 14.7 16.74
Malaysia 19,600 26.1% 99.07 me. 18.99
Thailand 3,100 4.1% 16.77, 0.9 18.71
Colombia 1,559 2.1% 8.39, 0.5 16.64
Nigeria 1,280 1.7% 10.03 Re 2.55
Guatemala 865 1.2% 3.27 0.2 17.39
Honduras 580 0.8% 2.34 0.2 11.69
Papua New 561 0.7% 2.68 0.2 13.51
Guinea
Brazil 540 0.7% 2.58 0.2 14.56
India 200 0.3% 16.3 03 49
Others 3,215 4.3% 4.3 2.1 -
Total 75,000 100% 411.3 28.3 -

 

 

 

Source: USDA, FAOSTAT

Enterprise value of Indonesia lies between $8,000 - $17,000 per hectare and that of Malaysia between $14,000 -
$23,000 per hectare. Malaysia commands premium valuation vis-a-vis Indonesia due to several factors. Malaysian
companies also often have cutting-edge R&D capabilities in-house that have led to higher FFB yields and more
efficient chemical operations relative to their Indonesian and African counterparts. Also, Malaysian firms exhibit
higher incidences of horizontal and vertical integration and diversification relative to their Indonesian and African
counterparts.

Exhibit 144: Enterprise Value per hectares of Key Oil Palm producing countries (CY 2020)

 

 

 

 

 

 

Country Enterprise Value per hectare VELOCE
per year)
Indonesia $8,000 - $17,000 3.3
Malaysia $14,000 - $23,000 3.8

 

 

177
 

Yield (CPO in MT per hectare
per year)

Africa & Other Asian Countries $7,000 - $10,000 2.7

Source: Technopak Research

Overview of Palm Plantation in India

Country Enterprise Value per hectare

 

 

 

 

 

 

India consumes approximately 22 million MT of edible oil every year. Palm oil being the most consumed edible
oil contributes 42% to the total consumption of edible oil in India.

India completes the yearly demand of palm oil mainly through imports and partially through domestic production.
70% of demand of palm oil in India is met through imports and rest 30% is met through domestic production.
Hence, it becomes extremely crucial for India to increase domestic production of palm oil to decrease its
dependence on imports.

State wise Palm Plantation in India

In India, Palm Plantation was started in 1990s. Post that, there has been a constant increase in the total area under
palm plantation. In FY 2018, 0.3 million hectares of land was under Palm plantation, which produced 16.3 million
tonnes of FFB. There had been an increase of 14,482 hectares of land under palm plantation during FY 2018. In
FY 2017, 12.8 million tonnes of FFB was produced in comparison to 16.3 million in FY 2018.

According to Ministry of Agriculture and Farmers welfare, the total oil palm potential area in India is 1.93 million
hectares and 3.5 lakh hectares (October 2019) was under cultivation across 16 states. Hence there is huge potential
for palm oil plantation in India and opportunity for players to increase domestic palm plantation and reduce
dependency on imports.

Andhra Pradesh is the leader in palm plantation in India with 0.16 million hectares of land under palm plantation
and produced 14.2 million FFB in FY 2018. Telangana and Karnataka have 18,312 and 43,517 hectares of land
under palm plantation, respectively. These three states together contribute nearly 68% of the land under palm
plantation in India.

Exhibit 146: State wise Data of Palm Plantations (FY 2018)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State Area—Ha FEB Production (MT) CPO Production (MT)
‘Andhra Pradesh 1,62,689 14,27,827 2,34,695
Telangana 18,312 1,47,516 27,274
Karnataka 43,517 12,917 2,224
‘Tamil Nadu 30,900 6,983 938
Gujarat 5,797 853 Not Available
Goa 953 3,217 581
Odisha 21,777 4,965 618
Tripura 530 Not Available Not Available
Assam. 1,849 Not Available Not Available
Kerala 5,785 30,220 5,191
Maharashtra 1,474 Not Available Not Available
Mizoram 28,295 4,796, 626
Chhattisgarh 4,222 Not Available Not Available
Andaman & Nicobar 1,593 Not Available Not Available
Arunachal Pradesh 1416 Not Available Not Available
Nagaland 1,973 Not Available Not Available
Total 3,31,082 16,39,294 2,72,147

 

 

 

 

 

Source: National Mission on Oilseeds and Oil Palm

The government of India has also laid emphasis on promoting oil palm cultivation in north-eastern states through
revised funding patterns of the GOI scheme to the state governments. The funding pattern which is 60:40 in case
of general states is 90:10 in case of North-Eastern states, where former denotes the central government share and
latter denotes the state govt share in funding. As per the ICAR — IIOPR Reassessment Committee Report, six
north-eastern states - Mizoram, Arunachal Pradesh, Meghalaya, Tripura, Nagaland, Assam — together have a
potential area of 218,000 hectares for palm oil crops but less than 20 percent from this was under plantation (till
October 2019).

178
Indian Context vis a vis Global Context
In India, the business model of palm plantations is asset light vis a vis asset heavy model in other countries.

In global context, palm plantation companies own the land, produce and cultivate palm as per their needs. As land
is owned by companies in other countries, hence they have the asset heavy model.

However, in Indian context, government allocates the zone to private companies who wish to do palm cultivation,
but the land in these zones continue to belong to farmers and the farmers cultivate the crops of their choice. Hence,
as the land is owned by farmers in India and not by the company, it is an asset light model. Also in Indian context,
as the farmers own the land, they have the liberty to choose which crop to grow. Hence companies or private
players reach out to the farmers in their allocated zone and convince farmers to take up oil palm plantation and
provide them with support for doing so. Moreover, a player cannot operate outside the zone allocated to it. In each
zone, area that can be used for palm plantation is specified and players must adhere to norms and guidelines by
the state government. Ruchi Soya has one of the highest allocation for oil palm cultivation i.e., 2.99 Lakh hectares.
However, Ruchi Soya has engaged with farmers in their allocated zone to bring 56,606 ha area under palm
plantation.

While palm plantations in India are owned by small marginal farmers, palm plantations are owned by industries
in Indonesia and Malaysia. Palm plantations are owned by large industries having economies of scale enabling
them to scale up faster.

Key growth drivers for palm plantation sector in India

¢ Oil Palm is the highest oil yielding perennial crop
With good planting material, irrigation and proper management, oil palm has the potential to produce 20-25
MT fresh fruit bunches (FFB) per hectare after attaining the age of 5 years. This in turn can yield 4-5 MT of

palm oil and 0.4-0.5 MT palm kernel oil (PKO). In comparative terms, yield of palm oil is 2-7 times the yield
of edible oil obtainable from traditional oilseeds

« Large Potential Area for Cultivation
Various Committees constituted by Department of Agriculture, Cooperation and Farmers Welfare (DAC&

FW) have identified 19.33 lakh ha area suitable for oil palm cultivation in the country including 2.18 lakh ha
area in the North-Eastern States

¢ Involvement of Private Entrepreneurs
State Governments have involved about 15 private entrepreneurs including Godrej Agrovet Pvt. Ltd., Ruchi
Soya Industries, Food, Fats & Fertilizers and Shivasais Oil Palm Ltd for developing oil palm seedling
nurseries and processing mills in their respective states. These companies have signed Memorandum of
Understanding (MoU) with the State Governments who in turn have allocated area/ Mandals / Districts to the
companies for new plantations. The companies have established nurseries in their allocated zone for
developing seed gardens of oil palm from seed sprouts of indigenous as well as of exotic origin which takes
about 10-12 months. They also extend technical support to the farmers for development of oil palm plantation

Key challenges for Farmers & Processors

e Key Challenges for farmers:
o High Initial investment and longer gestation period in comparison to other short terms crops
o Noincome for first 4 years with longer lifecycle of crop (once planted, then for next season farmer cannot

go for planting other crops. Complete trees need to be uprooted if farmer intends to grow other crop),

limited awareness of agronomic practices, Irrigation infrastructure, etc.

e Key challenges for processors:

179
o High investment is required by processors to enter the business and it also possess high risk. Moreover,
there is limited support from government to undertake high risk business

co This is a highly regulated sector with myriad central and state government regulations

co One of the challenges for processors is that once FFB is collected from the plant, it should be processed
in crushing mill within 48 hours

o As private players or processors need to engage with large number of small and marginal farmers, hence
operational costs are very high

co Also, OER is decided by state government and may not reflect actual OER achieved by mills
e Limited expansion of palm plantation in the north-eastern states
While the government has identified land parcels in the north eastern states for palm plantation, the region
faces challenges with respect to non-availability of flat land, small land holdings and farmers with limited
resources.
Competitive Landscape
Key players and their summary:
Key players in the palm plantation sector are Ruchi Soya, Godrej Agrovet, 3F Industries, Navbharat Agro etc.
Ruchi Soya is a leading player with access to 2.99 lakh hectares of potential oil palm cultivation. Ruchi Soya has

access to palm plantations in Andhra Pradesh, Karnataka, Mizoram, Gujarat, Odisha, Tamil Nadu and
Chhattisgarh.

While Godrej Agrovet has access to over 90,000 hectares, it has developed over 75,000 hectares of plantations
over the years across Andhra Pradesh, Telangana, Tamil Nadu, Goa, Maharashtra, and Mizoram. 3F Oil Palm has
55,000 hectares of land allocated.

3F Oil Palm is a division of Foods Fats & Fertilizers Ltd. (FFFL) with its operations in seven states apart from
Andhra Pradesh with oil palm processing facilities in Andhra Pradesh and Karnataka.

There are various other small players who are in business of oil palm plantation. But they are region specific and
have less area under cultivation.

Exhibit 150: Key Players with Palm Plantation

 

 

 

 

 

Palm
1 | Allocated . [No.of | No.of | Manpower for | Business
peey Ela vers ee land. {CFushing Capacity] yrins | Nurseries [Palm Plantation Integration
Ruchi Soya 1992 2.99 lakh | 3,000MT/day | 4 Not 500+ Integrated
hectares Available
Godrej Agrovet 1991 ~90,000 | Not Available 2 Not 400+ Upstream
hectares Available
3F Oil Palm 1993 ~50,000 1,440 MT/ day - - - Integrated
hectares
Navabharat Agro 1992 |~50,000+ 850 MT/day | NA Not 200+ Integrated
hectares Available

 

 

 

 

 

 

 

 

 

 

Source: Technopak Research, Annual Report

Indian Players with Integrated Operations

In India, Ruchi Soya is one of the key players with high integration capabilities. Ruchi Soya has zones allocated
by the government and have land under palm cultivation which provides a continuous source of raw materials. It
also has its own crushing and refining mills for extraction of oil from palm FFB. Ruchi Soya also has consumer

products division for marketing and sales of products.

Critical success factors for players operating in Oil Palm Business

180
Oil palm plantation has high barriers to entry as it takes long years for the plantation to yield fruits. Players such
as Ruchi Soya, Godrej Agrovet etc. have decades of experience in this segment. There are several critical factors
which ensures success in the oil palm plantation business. Some of them are as follows:

e Establishing a palm plantation business includes high initial costs and long duration before it starts yielding
fruits. Hence, this business poses high entry barriers for new players.

« Transportation cost is one of the most critical factors in the oil palm plantation and refining business since
the FFBs have to be transferred to the processing mill within 48 hours. Hence a company should have optimal
positions of their plantations and refineries/milling plants to reduce transportation costs.

¢ Having vertically integrated operations is another critical factor for success in the oil palm business. Vertically
integrated operations allow control over entire supply chain and helps in strategic planning of goals for the
player.

« Government support for increasing domestic edible oil production is very critical for success in palm
plantation. Financial and R&D support from government both for farmers and processors is quite critical for
success. Subsidies, policies, and Acts help and motivates farmers to undertake palm cultivation, which in turn
helps players to increase palm oil production.

¢ Due to myriad regulations by both centre and state government, it becomes challenging for private players to
undertake area expansion on pan India basis; hence there is need for a centralized body to frame all regulations
and monitor the sector rather than distributed ownership

« Having high quality seed sprouts is quite crucial for this business. But as these seed sprouts are imported,
which increase cost and time. Hence there is need for high quality seed sprouts domestic availability

© Other facilities such as irrigation infrastructure, along with other support infrastructure such as roads in
catchment area, electricity connection, farmer bank accounts etc. are quite crucial

Regulatory Framework
Policies with respect to oil palm plantation

Over the past few years, the Indian government has taken a series of steps to increase its palm oil production but
a series of factors such as water shortage and impact on groundwater, small landholdings and long gestation period
has discouraged its large-scale adoption.

Apart from providing financial assistance to farmers, the government is also trying to involve private players in
developing oil palm seedling nurseries and processing mills in their respective states. Some of these players have
already signed a Memorandum of Understanding (MoU) with the states who in turn have allocated zones for new
plantations. The companies are establishing nurseries in their allocated zone.

Subsidies available to farmers and processors
Special Programme on Oil Palm Area Expansion (OPAE) under Rashtriya Krishi Vikas Yojana (RKVY)

A special initiative was undertaken under RKVY during 2011-12 for implementation of a Special Programme on
Oil Palm Area Expansion (OPAE) to augment the production of palm oil by 2.5 to 3.00 lakh tonnes in the next 5
years. The objective of the program was to undertake area expansion in 60,000 hectares during 2011-12 through
Special Programme on Oil Palm Area Expansion (OPAE) under RKVY.

National Mission on Oilseeds and Oil Palm (NMOOP)

Under the MM-II of NMOOP, financial assistance was being provided to the farmers @ 85% cost of the planting
material (% 12,000/ - per ha) and @ 50% cost of the other components like maintenance cost of new plantations
for four years (% 20,000/ - per ha), inputs for inter-cropping in oil palm during gestation period (= 20,000/ - per
ha), installation of drip - irrigation systems, diesel/electric pump-sets, bore-well (= 50,000/ - per unit), water
harvesting structures/ponds, construction of vermicompost units and purchase of machinery & tools etc.

181
During the 12th Five Year Plan, a new National Mission on Oilseeds and Oil Palm (NMOOP) was launched under
which Mini Mission-II (MM-II) is dedicated to oil palm area expansion and productivity increases. MM-II of
NMOOP is being implemented in 12 States viz; Andhra Pradesh, Telangana, Chhattisgarh, Tamil Nadu, Kerala,
Gujarat, Karnataka, Odisha, Mizoram, Nagaland, Assam and Arunachal Pradesh w.e.f. April 1, 2014.

Future Outlook

Going forward, palm plantation is expected to gain scale in India. India has a large potential of 1.93 million
hectares of identified land for oil palm cultivation. It is expected that there will be expansion of palm plantation
through existing players and new entrants. Considering the government’s focus on reducing import dependency
for palm oil, the sector is expected to get further support from the government in terms of steps regarding zone
allocation, financial supports for farmers etc.

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OUR BUSINESS

Some of the information in the following section, especially information with respect to our plans and strategies,
contain certain forward - looking statements that involve risks and uncertainties. You should read the section
“Forward - Looking Statements” on page 20 for a discussion of the risks and uncertainties related to those
statements and the section “Risk Factors” on page 33 for a discussion of certain risks 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.

Industry and market data used in this section have been extracted from the Technopak Report. For further details
and risks in relation to commissioned reports, see “Risk Factors — Internal Risk Factors — This Prospectus
contains information from industry sources including the industry report commissioned for this Issue from
Technopak. Prospective investors are advised not to place undue reliance on such information. Further, the
Company has commissioned and paid for this report for the purpose of confirming our understanding of the food
processing industry in India” on page 66.

Unless otherwise stated, or the context otherwise requires, the financial information used in this section is derived
from our Restated Financial Statements included in this Prospectus on page 321.

The following information is qualified in its entirety by, and should be read together with, the more detailed
financial and other information included in this Prospectus, including the information contained in “Financial
Information” and “Management's Discussion and Analysis of Financial Conditions and Results of Operations”
on pages 320 and 413.

OVERVIEW

Our Company is a diversified FMCG and FMHG focused company, with strategically located manufacturing
facilities and well recognised brands having pan India presence. We are one of the largest FMCG companies in
the Indian edible oil sector and one of the largest fully integrated edible oil refining companies in India. (Source:
Technopak Report) Being the pioneers and largest manufacturers of soya foods has aided our brand ‘Nutrela’ in
becoming a household and generic name in India. We are across the entire value chain in palm and soya segment,
with a healthy mix of upstream and downstream business. (Source: Technopak Report). We have been allocated
zones, to undertake palm plantation, by the Government, which assists us in backward integration of sourcing
palm oil. Ruchi Soya is the largest player in terms of allocated zones. Our integration also extends downstream to
the oleochemicals and other by-product and derivatives business. We are pioneers in soya chunks which are
associated with nutrition and good health. Leveraging upon the brand ‘Nutrela’, we have launched a range of
premium edible oils and blended edible oils and ‘Nutrela High Protein Chakki Atta’ and ‘Nutrela Honey’ in
Fiscal 2021. Further we have expanded our packaged food portfolio by acquiring the ‘Patanjali’ product portfolio
of biscuits, cookies, rusks, noodles, and breakfast cereals. In Fiscal 2022, we forayed into a niche and a high
growth FMHG segment with the launch of our Nutraceutical business. (Source: Technopak Report). We are also
into the wind power generation business, where the renewable power generated is used for sale and for captive
use. This also helps us to offset our carbon footprint, to the extent possible.

We are a part of the Patanjali group, one of India’s leading FMCG and health and wellness company. Their
portfolio includes health and ayurvedic products, cosmetics, processed food, beverages and juices, and personal
and home care products. We leverage Patanjali’s expertise and technical know-how in nutraceuticals and benefit
from the synergy in the research and development and the pan India distribution network.

For six months period ended September 30, 2021, Fiscal 2021, Fiscal 2020 and Fiscal 2019, our revenue from
operations and other income was 2 11,30,698.62 lakhs, = 16,38,297.71 lakhs, = 13,17,536.56 lakhs and =
12,82,925.56 lakhs respectively, our EBITDA was 2 70,653.95 lakhs, = 1,01,836.98 lakhs, 45,847.22 lakhs and
= 22,195.52 lakhs, our EBITDA margin as a percentage of total revenue was 6.25%, 6.22%, 3.48% and 1.73%
and our profit before exceptional item and tax was & 45,908.50 lakhs, = 51,440.02 lakhs, % 21,038.38 lakhs and =
7,672.01 lakhs respectively. Post the takeover by the Patanjali Group and implementation of the Patanjali
Resolution Plan, our Company has managed to turnaround/improve its operations and successfully generate
profits. For details in relation to the Patanjali Resolution Plan, see “History and Certain Corporate Matters
Patanjali Resolution Plan” on page 261. We benefit from our strong promoter pedigree. We leverage Patanjali
Ayurved Limited’s sourcing capabilities, technical know-how and benefit from Patanjali Ayurved Limited’s
synergy in portfolio of products of PAL and us, in-depth understanding of local markets, extensive experience in
manufacturing of FMCG products and trading and advanced logistics network in India.

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Our business verticals:

e Edible oil, its by-products and derivatives: We are one of the largest integrated oil seed solvent extraction
and edible oil refining company in India. We have presence across a wide spectrum of products including (a)
Edible oil (b) Hydrogenated fats (vanaspati) and bakery fats and (c) By-products and derivatives of edible
oil.

We are recognized amongst the largest branded oil packaged food company with a strong portfolio of brands
in various types of cooking oils under categories such as palm, soybean, mustard, sunflower, cottonseed etc.
Our robust brands portfolio of ‘Mahakosh’, ‘Ruchi Gold’, ‘Ruchi Star’, ‘Sunrich’, ‘Soyumm’, ‘Tulsi’,
‘Ruchi No.1’, ‘Bakefat’, ‘Avanti’, and vanaspati and other brands, are well positioned in the market. Our
brand, ‘Ruchi Gold’ has a market leadership position, on account of being India’s highest selling palm oil
brand. To grow our premium edible oil business, we have capitalized on the brand strength of ‘Nutrela’ brand
as an umbrella brand which we use for our premium products which are focused on the health and wellness
segments, we have launched individual as well as blended oil in this brand. Certain of our edible oil products
are marketed with the tagline “Fit hai to future hai”.

Our by-products and derivatives of edible oil are divided into (a) crushing by-products and (b) refining by-
products which find usage in various industries such as cattle feed etc.

¢ Oleochemicals: Our downstream business of oleochemicals utilizes the by-products produced primarily from
our edible oil refineries. We manufacture products like soap noodles, glycerine, distilled fatty acids as well
as value-based products of castor oil, soya and palm-based derivatives, which have application in wide array
of sectors like grease, lubricants, paints, crayons, personal care, cosmetics, pharmaceuticals etc. The division
has presence in the domestic and export markets.

e Edible Soya Flour and Textured Soya Protein (“TSP”): We are pioneers of soya foods in India. We
launched soya chunks in the 1980’s through our brand ‘Nutrela’ as a high-protein add-on to vegetables. We
pioneered the concept of soya chunks three decades ago and ‘Nutrela’ has become a household and generic
name for textured soya protein, throughout India with a 40% market share in branded TSP as on March 31,
2020. (Source: Technopak Report). Nutrela fits into the taste and nutritional requirements and is good source
of vital nutrients for the Indian consumers, especially vegetarians.

Soya flour, a high protein flour, is produced from the soybean extract being ground to flour after the oil has
been extracted. Soya flour is thereafter processed into TSP. Our TSP is sold in chunk and granule form. Our
soya flour and TSP is sold to retail consumers in India under the ‘Nutre/a’ brand and exported overseas under
the Ruchi umbrella brand in various pack sizes.

e¢ Honey and Atta (flour): Leveraging our brand ‘Nutrela’ associated with nutrition and good health, we
launched ‘Nutrela High Protein Chakki Atta’ and ‘Nutrela Honey’ in Fiscal 2021. The branded wheat flour
industry has a 15% market share in India which is expected to rise up to 23% in Fiscal 2025. (Source:
Technopak Report). This presents opportunity for branded wheat flour. Our atta is a combination of wheat
and soya flour, and contains 30% more protein than regular wheat atta, to meet the body’s daily proteins
requirement. It is also fortified with iron, folic acid, and vitamin B12.

The branded honey sector is a growth opportunity since its market share is expected to increase from 55% to
65% in FY2025. (Source: Technopak Report). COVID-19 has also resulted in broad based upsurge in the
consumption of honey with the growing consumer need for a natural immunity booster. Building on the same,
we have launched ‘Nutrela Honey’ in the premium segment.

¢ Oil Palm Plantation: Initially through acquisitions and direct allotment of zones by state governments for
development of oil palm, we ventured into oil palm plantation development business as a route to backward-
integration and are now one of the largest palm plantation companies in India.

Palm oil is the highest consumed vegetable oil in the world and in India with almost 41% and 42% of the
share of total global and India consumption respectively.

In India, crude palm oil is majorly imported and this presents a large opportunity for domestic players engaged

in oil palm plantations. Today, ‘Ruchi Oil Palm’ is reckoned as one of the top players in this segment in
India with the largest allocated zone of 2,99,245 hectares. In our oil palm business, we produce a range of

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products including crude palm oil, crude palm kernel oil and palm kernel cake. We purchase fresh fruit
bunches (“FFBs”) from palm oil farmers and work closely with them by providing planting material,
agricultural inputs and technical guidance. We have entered into memoranda of understanding with nine state
governments, which provides us access to approximately 2,99,245 hectares under oil palm plantation
development. Of the aforesaid we have developed 56,106 hectares as of September 30, 2021. None of the
plantations belongs to Promoter, Promoter Group or related parties. The plantations are undertaken basis the
MoUs executed with the respective state governments. This public-private partnership model, which, has
been promoted by the government of India, allows us to maintain an asset-light business model. We work
closely with farmers in our designated area to plant oil palm on their farmland and provide technical guidance
and assistance. We have four palm mills, in close proximity to the palm plantations, with aggregate capacity
of 125 MT/hr, in which we crush palm fruit.

¢ Biscuits, cookies and rusks: In line with our strategy to strengthen our position as a leading FMCG player,
we forayed into biscuits, cookies, rusk and other associated bakery products category in May 2021 by
acquiring it from Patanjali Natural Biscuits Private Limited (“PNBPL”) pursuant to a business transfer
agreement for a lumpsum consideration of % 6,002.50 lakhs. We are pioneers in atta biscuit with high fibre
and one of the leaders in milk biscuits category under the brand name ‘Doodh’. The biscuits, cookies and
rusk product portfolio include milk biscuits, cookies, bakery biscuits, cracker, marie, cream, crunchy and
digestive and rusks and are sold under the ’Patanjali’ brand. Our manufacturing model is a combination of
in-house manufacturing and outsourced manufacturing. We also benefit from the synergy between Patanjali’s
distribution network in FMCG and our distribution network.

* Noodles and breakfast cereals: We have acquired the breakfast cereals and atta (wheat) noodles product
category, in June 2021, from PAL (“Patanjali Assignment Agreement”). Our noodles and breakfast cereals
business focuses on manufacture and sale of healthier version(non-maida) of noodles predominantly available
in India with high contents of fibre and protein and are sold under the ‘Patanjali’ brand.

We believe that building upon Patanjali’s focus on quality, product range and effective pricing will enable us
to develop consumer loyalty in our key markets. Thus, our precooked noodles are 100% vegetarian, produced
without any maida and are made from whole wheat flour and rice bran oil unlike palm oil used in other
predominant noodles sold in India. The accompanying seasoning with our noodles is manufactured using
healthy spices such as turmeric powder, cumin seeds, onion, ginger and garlic. Our noodles also undergo
stringent quality check processes to ensure nutrition value and overall taste. Our noodles product portfolio
consists of four flavour variants such as chatpata, classic, desi masala and yummy masala. Our current
portfolio of noodles and breakfast cereals comprises of 12 SKUs and 28 SKUs, respectively. We have
presence in both hot cereals and ready-to-eat cereals. Ready-to-eat cereals include corn flakes, choco flakes,
chocolious and muesli. We also cater to the Indian consumer preference for hot breakfast through our instant
wheat dalia and oats. We believe that our focus on quality, our product range and effective pricing has enabled
us to develop consumer loyalty in our key markets.

¢ Nutraceutical and wellness Products: Our Company has recently forayed into the nutraceutical and
wellness product space to take benefit from the experience of the Patanjali group which is an experienced
player in natural and ayurvedic FMHG segment. Our Nutraceuticals are launched under the joint branding of
‘Patanjali’ and ‘Nutrela’. We believe that over the last 14 years, the Patanjali group has developed a niche
brand within such high potential market.

Our entire range of nutraceutical and wellness products are 100% vegetarian. We also focus on making our
products, to the extent possible, non-GMO, natural, preservative free, containing bio fermented active
ingredients. Our Company caters to all categories of dietary supplements nutraceuticals such as (a) Medical
nutrition — Nutrition to meet condition/disease specific goals for diabetic nutrition, dialysis nutrition, bone
health, anaemic etc. (b) Sports nutrition — Nutrition for energy supplements and mass/muscle gainers etc and
(c) General nutrition — Nutrition for overall health and general wellness such as multi vitamins and weight
management etc. Our formulations are in the form of tablets, capsules and powders.

« Renewable Energy - Wind Power: To counter our carbon footprint, we also generate power from renewable
energy sources. As on September 30, 2021, we generate wind power at a total aggregate amount of 84.6MW

across eleven locations and six states.

As on date of this Prospectus, for edible oil and its derivatives business, Soya flour, TSP, and biscuits, we have a
total of 23 processing plants (of which 17 are currently operational) across India, out of which 10 such processing

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plants form our oil crushing and refinery units, with an aggregate yearly oilseed crushing capacity of 3.71 MMT
and an aggregate yearly oil refining capacity of 3.92 MMT and 1 biscuit manufacturing plant with yearly
processing capacity of 27,900 MT. Majority of the plants are located with access to National Highways, railway
rakes and ports, while our refining plants are located at ports providing easier access to imported edible oil, and
our crushing units are located around seed production belts. Our biscuits, cookies and rusks product portfolio are
manufactured at our facility at Bhagwanpur district, Haridwar and ten contract manufacturing units spread across
strategic locations across India. Pursuant to the Biscuits Brand License Agreement, our biscuits, cookies, rusk and
other associated bakery product are sold under the ‘Patanjali’ brand.

For our noodles and breakfast cereals business, the Patanjali Assignment Agreement has given us ready access to
four contract manufacturing units at Rajasthan, Uttarakhand and Haryana. Our contract manufacturing facilities
also enable us to ensure that our supply effectively meets the market demand for our products without significant
capital expenditure.

The entire range of nutraceutical and wellness products of our Company is manufactured by PAL at its modern
and state of the art plant located at Patanjali Food and Herbal Park, Village, Padartha, Laksar Road, Haridwar
under a contract manufacturing agreement.

We have developed an extensive distribution network throughout India. The products of our Company are sold
through a pan India network of over 97 sale depots, 4,763 distributors who in turn reach out, directly to 4,57,788
retail outlets (general trade channel) in the urban, semi-urban and rural areas of the country in addition to our
increasing focus on modern trade and e-commerce platforms like Big Basket. Our edible oil and soya products
are also retailed through Wal-Mart India Private Limited, More Retail Private Limited and Spencer’s Retail
Limited. Additionally, our Company has significant indirect retail presence making it possibly to increase its
overall reach as well availability of our Company’s products across India and catering to all segments of the
society.

Subsequent to completion of the CIRP, implementation of the Patanjali Resolution Plan in terms of the NCLT
Order and entering into the Distributor Agreement, we have gained access to Patanjali’s well-developed pan-India
distribution network consisting of around 3,409 Patanjali distributors, 3,326 arogya kendras, 1,301 Patanjali
chikatsalya, 273 Patanjali mega stores and 126 Patanjali super distributors. Such, 126 Patanjali super distributors
and 3,409 Patanjali distributors provide access to 5,45,849 customer touch points including approximately 47,316
pharmacies, chemists and medical stores, as of March 31, 2021. For details in relation to the Patanjali Resolution
Plan, see “History and Certain Corporate Matters — Patanjali Resolution Plan” on page 261.

COMPETITIVE STRENGTHS
Our principal competitive strengths are as follows:
Strong promoter pedigree of Patanjali group, a leading FMCG and wellness-oriented brand

We benefit from the strong promoter pedigree. Patanjali Ayurved Limited, one of our Promoters, has a proven
track record of being involved in the FMCG sector in India. We leverage Patanjali Ayurved Limited’s sourcing
capabilities, technical know-how and benefit from the Patanjali Ayurved Limited’s in-depth understanding of
local markets, its brands, extensive experience in manufacturing of FMCG products and trading and advanced
logistics network in India.

Our core approach to marketing is an influence and advocacy model that relies on word of mouth as well as
endorsement from professionals, brand ambassadors and our customers. As part of our Board of Directors,
Ramdev is a Non-Executive Non-Independent Director and brand ambassador of our Company and hence we
believe our Company is well poised to benefit from Ramdev’s immense marketing and execution skills pursuant
to which he has steered Patanjali into becoming a leading FMCG group in India, in a period of less than seven
years. We also believe that his continuous involvement in creating mass awareness of our products will have a
strong impact on the demand of our products in future. Thus, we intend to increasingly leverage Ramdev’s ability
to transform our customers into brand evangelists and convert his large base of social media and other followers,
across the world, into our customers. We also intend to continuously hone our marketing strategies for ensuring
better engagement with our customers and thereby improve overall customer experience and encourage
brand/product loyalty.

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Experienced leadership and management team

Our Board of Directors includes a combination of management executives and independent directors who bring
significant business expertise for the industry in which our Company operates. Additionally, our core management
team of qualified and experienced professionals possesses significant experience in the FMCG, edible oils, palm
plantations, soya foods industry with decades of hands-on experience in all areas of operations in the industry that
our Company currently operates. Key members of our core management team have served as or are currently
serving as officers of various industry level bodies, thereby providing our Company with a ready forum to provide
inputs in industry level discussions.

We believe that the knowledge and experience of our Board of Directors, core management team and overall
management team provides us with a significant competitive advantage for deepening our product penetration in
our existing markets and entering new geographic markets. We also believe that our management team of qualified
and experienced professionals enables us to identify new avenues of growth and assists us in implementing our
business strategies in an efficient manner. For further details, see “Our Management” on page 272.

Upstream and downstream integration and one of the key players in Oil Palm Plantation

The edible oil industry in India is fragmented wherein 13% of oil is sold as loose/unbranded and the consumers
are shifting to branded oils, which presents a large market for our products. We are one of the few companies in
this industry operating across the value chain, which includes sourcing, supply chain, manufacturing, branding
and distribution. (Source: Technopak Report). We believe that this enables us to manage costs more effectively
than several of our competitors and also helps in scalability of our edible oil business. It also gives us the flexibility
to alter our mix of products in line with any changes in the demand for our products or in the availability or the
price of our key raw materials at any given time. Over the years our Company has developed relationships with
some of the large oil suppliers in the world. Our supply chain is further bolstered, with the palm plantation business
which works with farmers in a total aggregate area of 2,99,245 hectares of which 56,106 hectares is under
cultivation across nine states, in certain specified areas, in return for providing them certain technical and other
assistance in relation to palm oil cultivation.

Our oilseed crushing and oil refining plants are strategically located in terms of access to raw materials. We have
one of the largest refining capabilities (of 11,000 TPD) along with oleochem division that uses the by-products of
oil palm refining. (Source: Technopak Report). Our inland oilseed crushing plants generally process oilseeds
harvested in India and are located in the key soybean and mustard seed producing states of India. Our refining
plants primarily use crude edible oil as a raw material, and this is typically imported by sea. All of our refining
plants are therefore located at or near to ports. At two of our port-based refining plants, we have direct pipelines
arrangements connecting from the port up to our plant for faster and more efficient transportation of oil. Our pan-
India operations also mean that we have proximity to regional markets across India giving us the capability to
service our customers efficiently. The location of our processing plants enables us to minimise our inward and
outward inland transportation costs.

  

We have developed an effective strategy to procure the key raw materials required for our business and have a
track record of managing volatility in the commodity prices and foreign exchange markets

As a FMCG company, one of the key factors affecting our results of operations is our ability to source the raw
materials required for our business from multiple sources in a timely and cost-effective manner. In India, 60 —
65% of crude oil requirement is met through imports. (Source: Technopak Report). We are dependent upon
sourcing a significant proportion of our raw materials from domestic and international commodity markets. This
subjects us to the risk of price volatility which is a feature of these markets and to foreign exchange risks in the
case of purchases from international commodity markets. Over time, we have developed the capability of
effectively managing several of these risks, including by the adoption of active and effective hedging strategies.
We believe that this helps us to maintain the stability of our margins more effectively than several of our
competitors. In relation to our palm oil refining business, we rely primarily on purchasing crude palm oil from a
number of different international suppliers. We have implemented certain initiatives which we believe will help
us to gradually increase our access to FFBs directly from oil palm plantations within India going forward and
thereby reduce our dependence on suppliers of crude palm oil. In relation to our soybean and mustard oil product
business, we primarily rely on purchasing soybean seeds and mustard seeds directly from agents and auction
centres in India. We have been able to build strong relationships with these farmers and agents through a number
of measures including making timely payments to them.

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Our Board through the Risk Management Committee is responsible for devising our transaction and risk
management policies and taking all necessary measures to control our exposure to risk. Our Managing Director is
responsible for executing and overseeing our risk management policies and controls and suggests amendments,
improvements and modifications for approval by the Board. As we are in the commodity industry, we are exposed
to a number of risks that we need to manage effectively. Accordingly, we engage in transactions which are aimed
at managing the risk through mechanisms like hedging, among others, to manage movement in the price of
agricultural commodities within and outside India, changes in foreign exchange rates, interest rates and increases
in freight costs. We are particularly subject to the risk of movement in exchange rates. The Company considers
the above aspects to be a core component of the business of the Company and understands that the Company’s
ability to identify and address such issues is central to achieving its corporate objectives of maximizing value for
its stakeholders. In light of this and in compliance of the regulatory requirements, the Company has implemented
a Central Risk Management Policy.

Our products enjoy strong brand recognition in the Indian market

There has been an increased preference for branded food products among retail consumers in India. This shift is
a result of a number of different factors, such as an increase in awareness of health and hygiene- related matters,
growth of the organized retail distribution network and the rise in purchasing power among consumers, including
in rural areas. We have a strong portfolio of brands focused on various types of edible oils and soya foods. Our
brand ‘Nutrela’ is synonymous with TSP and is a household and generic name. Our nutraceuticals brand Patanjali
— Nutrela is focused on health and wellness and reaps the benefits of the association with a proven brand like,
Patanjali. Our robust brands portfolio comprises of Nutrela, Mahakosh, Ruchi Gold, Ruchi Star, Sunrich,
Soyumm and other brands, which are well positioned in the market. Our brand, Ruchi Gold has market leadership
position on account of being India’s highest selling palm oil brand. (Source: Technopak Report). We have been
particularly successful in marketing our Nutrela brand, as a brand focused on the health and wellness segment.
Our products strategically cater to the premium as well as popular market categories, which makes our products
less susceptible to shifts in consumer preferences, market trends and risks of operating in a particular product
category. Our products are also exported to 38 countries, as on March 31, 2021, across the world, which reflects
the popularity of our brands across the globe.

We benefit from a strong, established and extensive distribution network.

We benefit from a strong, established and extensive distribution network in India and a large sales force which is
focused on maintaining and developing our distribution relationships. The products of our Company are sold
through a pan India network of over 97 sale depots, 4,763 distributors who in turn reach out, directly to 4,57,788
retail outlets (general trade channel) in the urban, semi-urban and rural areas of the country in addition to our
increasing focus on modern trade and e-commerce platforms like Big Basket. Our edible oil and soya products
are also retailed through Wal-Mart India Private Limited, More Retail Private Limited and Spencer’s Retail
Limited. Additionally, our Company has significant indirect retail presence making it possibly to increase its
overall reach as well availability of our Company’s products across India and catering to all segments of the
society. Our products are also exported to over 30 countries, as on September 30, 2021, across the world, which
reflects the popularity of our brands across the globe. For TSP, we have a specialized distribution network in
comparison with other players who tend to use their edible oil distribution network for selling soya chunks.

Further, pursuant to the Distributor Agreement, we have gained access to Patanjali’s well-developed pan-India
distribution network consisting of around 3,409 Patanjali distributors, 3,326 arogya kendras, 1,301 Patanjali
chikatsalya, 273 Patanjali mega stores and 126 Patanjali super distributors. Such, 126 Patanjali super distributors
and 3,409 Patanjali distributors provide access to 5,45,849 customer touch points including approximately 47,316
pharmacies, chemists and medical stores, as of March 31, 2021.

Foray into health and wellness space with launch of Nutraceuticals

Presently, India is experiencing a spate of lifestyle changes and a corresponding rise in lifestyle diseases, including
diabetes, high blood pressure, obesity and cardiovascular problems. This has increased the demand for nutritional
supplements among upper and middle-class consumers. Nutraceutical intake is growing in popularity as
consumers look for products to boost energy and health, especially given the current Covid-19 situation. The
demand for dietary supplements such as tablets, capsules, powders, liquids, soft caps and soft gels is increasing.
(Source: Technopak Report).

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To capitalise on the aforesaid demand, we are in the process of broadening our offering capabilities in the products
portfolio and enhancing our brand visibility. We currently have 18 nutraceutical products, in our product basket,
offering wide array of choice for our customer in sports, medical and general nutrition. Apart from fulfilling the
nutritional needs, our nutraceutical products also cater to the demand for 100% vegetarian products. We intend to
further diversify our product base and include more value-added products which yield better margins. We will be
leveraging the strong distribution network, economies of scale, in-house manufacturing, the research and
development capabilities and the experience of Patanjali to scale up and strengthen our newly launched
nutraceutical products portfolio. Our association with Patanjali, that has been into the natural health and wellness
space, for over a decade, will support our entry into the nutraceuticals space.

Pioneer and market leader in branded TSP space

Our Company, pioneered soya chunks and Nutrela soya chunks is the market leader with a share of 40% in
branded soya chunks. From introduction of this category in late 1980s, our Company established its brand Nutrela
by becoming a household name for soy chunks. Till date, Nutrela is used as a generic name for textured soy
protein (TSP) in India. Soya chunks are said to have 52% protein, much higher than eggs and milk which range
from 10-15% and are a great source of protein especially for vegetarians. Soya chunks are a highly profitable line
of business for edible oil players, owing to the upstream integration. On account of the high percentage of protein,
soya chunks are now gaining acceptance in various kinds of foods. The growth in soya chunks is led by the eastern
and northern regions of India. Our brand Nutrela is positioned well to tap the growing opportunity (Source:
Technopak Report).

Presence across mass, value and premium segment

Our diversified product portfolio enables us to cater to a wide range of tastes, preferences, price points and
consumer segments. We have products in the premium as well as mass market categories, which makes our
products less susceptible to shifts in consumer preferences, market trends and risks of operating in a particular
product category. Our ‘Nutrela’ brand is positioned as a premium brand focused on the health and wellness
platform. Our ‘Mahakosh’ brand is focused on the middle-income segment and our ‘Ruchi Gold’ brand is focused
as a “mass” brand focused on the middle and lower-income segments. As on March 31, 2021, our diversified
product portfolio for our edible oil segment consists of 233 SKUs. We will continue to expand our product
portfolio within the existing product segments, focus on increasing sales realisation and volumes, and strive to
provide differentiated offerings to our consumers. We seek to leverage our extensive experience to strengthen our
industry position, by developing new products to capitalise on emerging trends. Our various brands cater to the
varied requirements of our customers.

STRATEGIES

Our strategy is to be a full-fledged FMCG and wellness player in India and to become a global FMCG and wellness
player over time. In particular, we adopt the following key business strategies:

Continue to leverage the Patanjali brand and enhance synergies with PAL’s food portfolio

One of our key strengths is being part of the Patanjali group and the strong brand equity generated by the
“Patanjali” brand name. We believe that the Patanjali brand commands a recall amongst the consumers in India
due to its image and goodwill established over the years. We intend to leverage the brand equity that we enjoy as
a result of our relationship with the Patanjali group. We also intend to increase our FMCG/ food product portfolio
by continuous leveraging the strong brand equity of Patanjali and utilizing the strong distribution network,
economies of scale, in-house manufacturing, the research and development capabilities and the experience of
Patanjali group. We also aspire to be a key FMCG player and therefore as part of the Company’s strategy
evaluating the synergies with PAL’s food portfolio through a business transfer in near future.

Enhance the high margin premium food portfolio through the Nutrela brand and increase our brand
awareness

“Nutrela’ is the leading brand in TSP and enjoys a high recall amongst consumers. Due to Indians being
predominantly vegetarian, protein levels are lower and Nutrela fits into the taste and nutritional requirements of
the Indian consumer. Over the last three decades the brand is associated with nutrition and good health. (Source:
Technopak Report) As a strategy, we have expanded the ‘Nutrela’ brand portfolio from soya chunks to
manufacture and sell Nutrela honey, Nutrela High Protein Atta and Nutrela Gold (blended oil) and will continue

189
to launch new and premium products under this umbrella brand. We have entered the FMHG segment through the
launch of nutraceuticals which are marketed under Nutrela and Patanjali joint branding. We believe that our
ability to differentiate our brand and our products from our competitors through our marketing and brand
awareness programs is an important factor in attracting consumers. We launched Nutrela’s health portal
www.nutrelahealth.com, in 2018 and the ‘The Soya Cook Book’, in July 2019, which contains multiple recipes
with the soya products.

We will continue to expand our product portfolio within the existing product segments, focus on increasing sales
realisation and volumes, and strive to provide differentiated offerings to our consumers. We seek to leverage our
extensive experience to strengthen our industry position, by developing new products to capitalise on emerging
trends. To cater to the growing needs of our customers, we intend to expand our product offerings to include a
healthier range of premium oils, which, we believe, will help us realise higher margins. We have also installed
dedicated lines at manufacturing facilities to cater to production of high margin premium products. We believe
we can also expand our product portfolio in the healthy oil segment, by blending a variety of oils, which we
currently manufacture without significant additional investments in our existing manufacturing processes or
product development processes. Further, we believe that the scale of our business provides us the ability to
increasingly focus on branding and promotion to enhance our visibility, market share and growing needs and
preferences of our customers across various channels.

Intend to increase our market share by deeper penetration in existing markets and expanding our footprints in
newer markets

We intend to increase our market share in branded edible oil products and food products in India. Our soya
products, already enjoy strong brand recognition on a pan-India basis. We intend to expand our sales and
marketing efforts into regions where we do not have a strong presence, with a particular focus on smaller towns
with populations of less than 50,000 to be followed by a focus on towns with populations of less than 25,000. We
also intend to expand our sales and marketing efforts into rural markets. As part of our distribution strategy, we
have divided our sales efforts into different segments based on the nature of the product and the primary customer
target group. We also propose to expand our market share in relation to mustard oils and certain other oils in which
we have a comparatively smaller market share as compared to soybean oil and palm oil. We also intend to increase
our marketing activities by advertising consistently and strategically to make our presence felt, employing below
the line marketing branding and marketing activities to target specific groups of people, with focus. We believe
our aforesaid activities will help us penetrate deeper into the markets in which we currently are present in, thereby
resulting in an increased market share for our products. While continuing to maintain growth momentum in the
current territories, we intend to explore expansion into new markets as well through exports.

With an objective of increasing our market share in the branded edible oil products, we are exploring launch of
physically refined oil via soya and sunflower. We are in the process of launching blended oil variants like
sunflower and palm oil. For expanding the distribution of our products, we plan to increase our distribution
footprint and expand our direct and indirect coverage outlets. We also plan to adopt omni-channel strategy,
keeping in mind the consumers preferences. We aim to harness emerging distribution channels like e-commerce,
modern trade and technology to drive our next phase of growth.

We intend to focus our research and development activities to help expand our product range. We are particularly
focused on developing a range of products in the health and wellness segment which will be marketed under the
brand name Nutrela, our umbrella brand for products of this nature.

We intend to continue our focus on backward integration, by increasing the overall palm plantation area under
cultivation.

As an FMCG company, we intend to continue our focus on improving our ability to source raw materials required
for our business from multiple sources in a timely and cost-effective manner, thereby reducing our dependence
on third parties. As a first step towards reducing our import dependence and increasing our self-reliance, we have
secured potential procurements right for FFBs that may be cultivated by farmers in potential areas. As on
September 30, 2021, the total aggregate area that is under palm oil cultivation at present pursuant to the Palm
MOUs is 56,106 hectares (out of our total allocation of 2,99,245 hectares of potential land for development of
palm plantation), spread across nine states in India, which includes crops of varying maturities. We aim to increase
the overall area under palm plantation and increase the number of nurseries to support our palm plantation. We
also aim to increase our crushing capacity to benefit from the increase in availability of FFB, on account of our
aforementioned activities. We intend to continue to monitor any similar opportunities to secure access to raw

190
materials including by way of selective acquisitions and strategic alliances within and outside India to strengthen
our presence and add value to our backward integration initiative. We believe that our strategy of increased focus
on backward integration will reduce our procurement cost and increase our supply chain efficiency, to the extent
possible, which will help us in maintaining the quality of our products and the stability of our margins, more
effectively than several of our competitors.

Expanding our 100% plant based and vegetarian nutraceutical products portfolio

We believe that our nutraceutical products portfolio contains tremendous growth opportunities for us. Our
nutraceutical and wellness products are marketed under Nutrela and Patanjali joint branding. Further it is expected
that the change in consumer lifestyle, increasing incidence of lifestyle diseases, awareness about preventive
healthcare will result in increased demand for our nutraceuticals. To capitalise on the aforesaid demand, we are
in the process of broadening our offering capabilities in the products portfolio and enhancing our brand visibility.
We propose to strategically move along the production chain and diversify our product offerings beyond the
existing range of nutraceuticals, we currently offer. We have 18 nutraceutical products, in our product basket,
offering wide array of choice for our customer. We intend to further diversify our product base, by over twenty-
five products, by leveraging our Nutrela brand and include more value-added products which yield better margins.
We will be extensively leveraging the strong distribution network, economies of scale, in-house manufacturing,
the research and development capabilities and the experience of Patanjali to scale up and strengthen our newly
launched nutraceutical products portfolio.

Expansion of our distribution network through diversification and supply chain optimization

While we have a strong distribution network in India, our focus is to further strengthen our pan India presence for
our products by diversifying our distribution network. We are focusing on expanding our distribution network for
increased penetration in metros, semi-urban and rural markets. The products of our Company are sold through a
pan India network of over 97 sale depots, 4,763 distributors who in turn reach out, directly to 4,57,788 retail
outlets (general trade channel) in the urban, semi-urban and rural areas of the country in addition to our increasing
focus on modern trade and e-commerce platforms like Big Basket. Our edible oil and soya products are also
retailed through Wal-Mart India Private Limited, More Retail Private Limited and Spencer’s Retail Limited. We
also have access to Patanjali’s well-developed pan-India distribution network consisting of 1,301 Patanjali
chikatsalya, 3,326 arogya kendras and 273 Patanjali mega stores. Further, 126 Patanjali super distributors and
3,409 Patanjali distributors provide access to 5,45,849 customer touch points including over 47,316 pharmacies,
chemists and medical stores, as of March 31, 2021.

We seek to increase our distribution through rapidly evolving modern trade channels in other regions in India by
introducing our premium products in these regions. We believe we can strengthen our presence in other regions
by leveraging our existing business in modern trade channels where we enjoy strong business relations and
collaborating with certain regional players. Further, we target to increase sale of our products by introducing
various offers, increasing visibility of our products, introducing larger and mid-sized packs of our existing high
selling products based on buying patterns and regional preferences. We further seek to increase the export of our
products by investing in adequate infrastructure for export of our products to select countries. We believe these
initiatives will help us expand our distribution in modern trade and general trade channels that will help us grow
our overall sales and market share.

Continue to improve operational efficiency through enhanced usage of various software and technology

We will continue to focus on improving our market share across all our business verticals. We believe that our
ability to increase our sales will be strengthened by our continued focus on offering a wide range of innovative
products across all our business verticals. We believe that our presence in key-agricultural verticals provides us
with significant business inter-linkages and we intend to improve our overall operating efficiencies by leveraging
strengths from our different businesses as well as benefit from the economies of scale. We believe that we can
leverage our experience of operating in diverse verticals to compete more effectively and improve our market
share in each of our business verticals.

We also intend to improve our cost efficiency and productivity by implementing effective and efficient operational
techniques. Our operations team, comprising experienced veterans, agronomists, plant engineers and senior
management, adopts best practices in line with industry standards across our production facilities. We will
continue to leverage our technological and R&D capabilities to effectively manage our operations, maintain strict
operational controls and enhance customer service levels.

191
We continue to invest in increasing our operational efficiency throughout the organization. We are addressing the
increase in operational output through continuous process improvement and consistent quality improvement. As
a part of improving cost efficiency, we have worked on backward integration of costs, improved packaging of our
products, reduced burden of sales commission to distributors by setting up internal sales team and we are also
under the process of developing a system of inventory management to reduce wastage at each point.

Company’s Products and the Manufacturing Process

We are one of the leading branded edible oil and Textured Soya Protein companies in India. Leveraging our strong
pan India distribution network and brand equity and parentage of our Promoters, we have also forayed into
biscuits, rusk, cookies, noodles and breakfast cereal. Understanding the potential in the health and wellness
segment, we have recently launched our nutraceuticals business. Apart from the diversification benefit, this also
helps us tap into the opportunities presented by the health and wellness industry which is estimated to flourish
given the drive towards a healthy India. Although our Company, is new to these segments, its Promoter, Patanjali
Ayurved Limited, is a household brand with a wide product portfolio and strong distribution network. We believe
these would help us to become a full-fledged FMCG and FMHG business and be an integral part of India’s
consumer growth story.

The business verticals of our Company are

Edible oil, its by-products and derivatives;
Oleochemicals;

Edible soya flour and Textured Soya Protein (“TSP”);
Honey and atta (flour);

Oil palm plantation;

Nutraceutical and wellness products;

Biscuits, cookies and rusks;

Noodles and breakfast cereals; and

Renewable energy - Wind power.

HROMmDORD

Description of the aforesaid business verticals
A. Edible Oil, its by-products and derivatives

We are one of the largest integrated oil seed solvent extraction and edible oil refining company in India. We have
a large product portfolio that consists of edible oils, vanaspati and bakery fats, Oleochemicals, specialty fats and
other by products and derivative products. Certain of our edible oil products are marketed with the tagline “Fit
hai to future hai”. Ruchi Gold is the highest selling palm oil brand in the country and our Company is also one of
the leading players in soybean oil. The primary products that we manufacture as a part of our edible oil and
derivative business are:

. Edible Oils - vegetable oils, including refined palm oil, refined soybean oil, refined sunflower oil, mustard
oil, ground nut oil, cotton seed oil, rice bran oil and other vegetable oils;

. Hydrogenated fats (vanaspati) and bakery fats;
. Edible soya flour;

. By-products and derivatives of edible oil are divided into (a) crushing by-products and (b) refining by-
products;

(a) Crushing by-products.

The primary by-products produced under crushing process are soya husk, lecithin (non — GMO, food
grade), Acid oil, and fatty acid. Soya husk is sold to cattle feed industry. Lecithin is primarily
exported as value added product to chocolates, confectionary, paint industry, cosmetics and other
value-added industries. Acid oil is transferred to our oleochemical unit for further processing into
various value-added products. Fatty acid is sold to units manufacturing tocopherol.

192
(b) Refining by-products. Refining by-products are divided into (a) Palm oil by-products and (b)
Sunflower oil / Soya bean oil by-products.

= Palm oil by-products include (i) Spent earth, (ii) Palm fatty acid and (iii) Palm stearin.

= Sunflower oil / Soya Bean oil by-products include (i) Gums, (ii) Acid oil (iii) Wax (iv) Spent
earth and (v) Sun fatty acid.

The following table sets out the (a) production volume of our primary products and (b) sales turnover of our
primary products (which includes turnover in relation to both production and trading activities in relation to these
products and in relation to by- products of these products) for the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

 

 

Fiscal year ended March 31, | Fiscal year ended March 31, Six months period ended
2020 2021 September 30, 2021
Particulars Production Sales Production Sales Production Sales
volume turnover volume turnover volume turnover
(in MT) (in®Lakhs)|_(inMT)__|(in@Lakhs)|__(inMT)__| (in ® Lakhs)
Vegetable Oil
Vegetable oils Crude 1,89,004.36| 20,937.09 1,84,012.66| 13,589.58 88,557.29 26,467.88
Vegetable oils 13,04,482.88 | 10,15,846.37|  13,74,826.85]13,21,700.47| 5,92,508.47| 863,173.55
Refined
Vanaspati and
bakery fats
Vanaspati and bakery 1,08,477.53| 69,200.45 1,02,308.21| 83,804.32 51,179.00 57,806.78
fats
By-products and
derivatives
Textured Soya Protein 62,056.18 45,404.96 49,670.79 42,122.34 18,672.33 23,704.07
Oilseed meal 4,59,647.37 99, 2 4,58,105.59 95,237.87 121,951.48 35,168.64
Edible soya flour 66,578.49 8,664.05 45,038.22 6,491.24 16,347.19 3,552.12
‘Others 2,32,768.35 42,862.33 2,36,353,26| 49,705.48] 1,21,915.17 99,927.93
Total 24,23,015.16 | 1,302,583.45| __24,50,315.59 | 16,12,651.31| 10,11,130.92| 11,09,800.97
Vegetable Oils

Our primary vegetable oil products include refined oils of palm oil, soybean oil, groundnut oil, mustard oil,
sunflower oil, cotton seed oil and rice bran oil which are used primarily as cooking oils. We sell our refined
vegetable oils in branded consumer and bulk packs as well as by way of unbranded bulk sales.

Refined Oil

We are the leading suppliers of branded refined palm oil and one of the leading suppliers of branded refined
soybean oil in India as of the March 31, 2020 (Source: Technopak Report). The total refined oil sales, bifurcated
into branded and unbranded refined oil sales along with the product wise sale of our refined branded oil, for the

periods mentioned therei:

in, are as below:

 

 

 

 

  

 

 

 

 

 

 

 

 

 

(Zin lakhs)

Six months period

ree Fiscal 2019 Fiscal 2020 Fiscal 2021 ended September 30,

Refined oil el

sales

Amount | percentage | ATU | percentage | A™U"t | Percentage | A™U" [percentage

[Branded 8,54,036.50 90.00%] 8,91,984.98 87.819|11,11,877.54 | 84.12% __|7,58,454.38] 87.87%

[Unbranded 94,883.67 10.00%] 1,23,861.39 12.19%] 2,09,822.93 | 15.88% _ |1,04,719.17|_ 12.13%

[Total refined] 9,48,920.17 | 100.00%J10,15,846.37 | 100.00%I13,21,700.47 | 100.00% [8,63,173.55) 100.00%
oil sales

 

 

Top 5 prominent brands

 

 

 

 

 

 

 

 

 

(Zin lakhs
Six months period
Sr.No. | Brand of refined oil Fiscal 2019 Fiscal 2020 Fiscal 2021 ended September
30, 2021
1 Nutrela 17,914.43 17,108.35 44,021.79 42,458.82

 

193
 

 

 

 

 

 

Six months period

Sr.No. | Brand of refined oil Fiscal 2019 Fiscal 2020 Fiscal 2021 ended September
30, 2021

2 Mahakosh| 2,15,875.61 2,32,656.50 2,75,713.35 1,88,961.67

3 Sunrich 82,679.91 91,016.10 85,210.79 36,461.99

4 Ruchi Gold 447,408.39 4,56,935.91 5,65,763.98 4,18,665.76

5 Ruchi Star 30,769.89 36,386.73 40,178.02 26,566.06

 

 

 

 

 

 

 

Our robust brands portfolio of ‘Ruchi Gold’, ‘Mahakosh’, ‘Sunrich’, ‘Ruchi Star’, ‘Soyumm’, ‘Tulsi’, ‘Ruchi
No.1’, ‘Bakefat’, ‘Avanti’, and vanaspati and other brands, are well positioned in the market. Our brand, ‘Ruchi
Gold’ has a market leadership position, on account of being India’s highest selling palm oil brand. We are
recognized amongst the largest branded oil packaged food company with a strong portfolio of brands in various
types of cooking oils under categories such as soybean, mustard, sunflower, palm, cottonseed and groundnut. To
grow our premium edible oil business, we have capitalized on the brand strength of ‘Nutrela’ brand as an umbrella
brand which we use for our premium products which are focused on the health and wellness segments, we have
launched blended oil in this brand.

Among one of the oldest and most established edible oil players in India, Ruchi Soya’s strong brand recognition,
enables the Company to maintain its position in the industry. Presently, we feature among the top FMCG players
in India, as one of the leading manufacturer of range of edible oils, soya foods, vanaspati and bakery fats. The
continuous efforts of the Company has resulted in establishment of ‘Nutrela’, ‘Mahakosh’, ‘Sunrich’, ‘Ruchi
Gold’ and ‘Ruchi No 1’ as iconic brands across India. Our diversified product portfolio enables us to cater to a
wide range of tastes, preferences, price points and consumer segments. We have products in the premium as well
as mass market categories, which makes our products less susceptible to shifts in consumer preferences, market
trends and risks of operating in a particular product category. Our ‘Nutrela’ brand is positioned as a premium
brand focused on the health and wellness platform. Our ‘Mahakosh’ brand is focused on the middle-income
segment and our ‘Ruchi Gold’ brand is focused as a “popular” brand focused on the middle and lower-income
segments.

Pursuant to the Edible Oil Brand License Agreement, we also sell Patanjali branded soybean refined oil, sunflower
oil and mustard oil through our distribution network and for such purpose we have been permitted to use certain
intellectual property of Patanjali Ayurved Limited under an Edible Oil Brand License Agreement.

Our brand Ruchi Gold is the largest selling cooking oil brand in the palm category in India. Our “Nutrela” branded
products are marketed with the tagline “Healthy rehna simple hai”.

We carry out our brand advertising in the mass media including television, radio and print, as well as through
mailers and publicity at the point of sales, as well as on ground activities like hoarding, vehicle paintings in shop
displays etc.

The following table sets forth our primary brands under which our refined vegetable oils are sold, on a pan-India
basis:

 

Refined vegetable oil Brands Logos
Palm oil “Ruchi Gold”

 

 

 

 

 

 

 

194
 

Refined vegetable oil Brands Logos

 

Soybean oil ‘Nutrela’, ‘Mahakosh’, ‘Ruchi — Star’,
“Soyumm’ and ‘Tulsi’
Nutrela

| MAHAKOSH
SNe lalataaiaees

mia
REFINED SOVABEAN OIL

RUCHISTAR

 

epNeDsovRGEAYON

SOYUMM!
Tulsi

Refined Soyabean Oil

 

Mustard oil “Nutrela’, ‘Mahakosh’ and ‘Ruchi Gold’

Pras

 

 

Sunflower oil ‘Nutrela’, ‘Mahakosh’ and ‘Sunrich’

Nutrela

Sunrich

Acringo SUNFLOWER OIL

 

Cotton Seed oil ‘Mahakosh’

 

Rice Bran oil ‘Mahakosh’

Minor

rina

 

 

 

Blended vegetable oil ‘Nutrela Gold’ and “Ruchi Sunlight”

GOLD

Sunlight

 

 

 

195

 
The following table sets forth our primary brands along with the brief details and key product pictures under which
our refined vegetable oils are sold, on a pan-India basis:

 

Category Dae cess on, poe ChE Lite end Brand/Product picture

 

Refined -Soybean oil | Contains polyunsaturated fatty acids which | Mahakosh Refined Soybean oil

maintains heart health. Also contains vitamin A.
and vitamin D, which is known to make eyes

and bones stronger.

Contains vitamin A and vitamin D, omega 3 | Nutrela Refined Soybean oil

and polyunsaturated fatty acids (“PUFA”),
combination of which is good for fitness and

healthier life. This oil also contains plant sterols
that reduce cholesterol.

Shelf life: 9 months

SKUs: 500 ml bottle/pouch, 1 litre
bottle/pouch, 2 litre jar, 5 litres jar, 15 litres
tin/jar and 15 Kg jar.

 

Shelf life: 9 months

 

SKUs: 500 ml bottles and pouch, 1litre pouch
and bottle, 5 litre jar, 15 litre/kg jars and tin
packs.

Contains vitamin E, which is known to boost | Ruchi Star — Soybean oil
immunity. Preparation of food using this oil
assists in keeping food fresh for a longer
duration.

 

Shelf life: 9 months

RUCHISTAR

SKUs: 1 litre, 5 litres, 15 litres, and 15 kg
packs.

 

 

Soyumm is one of the key brands of our | Soyumm Soybean oil
Company. Soyumm has historically enjoyed
extremely strong equity and recall in various e
parts of north, east, central and west India.

Shelf life: 9 months

SKUs: 500 ml bottle and 1 litre pouch/ bottle, 2
litre, 5 litre jars, 15 litre bulk pack in both jars
and tins, and 15Kg tin.

The brand has historically enjoyed presence in | Tulsi Soybean oil
central (pouch and bulk packs both) and some
parts of east of India as a tactical brand (used
largely for bulk pack).

 

 

Shelf life: 9 months

SKUs: 1 litre pouch, 5 litre jars and 15 litre bulk
pack in both jars and tins.

 

 

 

 

 

 

196
 

Brief detail on product, Shelf Life and

 

 

Category ean Brand/Product picture
Kachi Ghani Mustard | The unique odour and taste of Kachhi Ghani is | Nutrela Kachi Ghani Mustard Oil
Oil (““KGMO”) a strong indicator of its purity content. Contains

Refined sunflower oil

vitamin A and vitamin D, omega 3 and PUFA,
combination of which helps avoid coronary
heart diseases.

Shelf life: 9 months

SKUs: 200/500 ml bottles, 1 litre pouch/bottle,
5 litre jar, 15 litres/15 kg tin packs.

rece

 

 

Kacchi Ghani oil adds a unique flavour to the
dishes cooked in it. It contains
monounsaturated fatty acids (“MUFA”) which
maintains heart health. Mustard oil contains
vitamin A and vitamin D, which are known to
make eyes and bones stronger.

Shelf life: 9 months
SKUs:200ml bottle, 500m! pouch/bottle, 1 litre

pouch, 1 litre bottle, 2 kg jar, 5 litres jar and 15
kg tin packs.

Mahakosh Kachi Ghani Mustard Oil

 

Value for money mustard oil brand offering
from our Company.

A high-quality aromatic mustard oil made from
the first press of the finest mustard seeds while
preserving their aroma and fragrance.

Health benefits: It is rich in alpha linolenic acid
which is a source of omega-3 and PUFA that
are known to protect the heart.

Shelf life: 9 months

SKUs: 200 ml, 500ml, 1 litre, 15 litres and 15
kg packs

 

 

Sunflower is one of the most preferred oils
because of its transparency and lightness. Our
Sunrich oil contains vitamin A and vitamin D,
which are known to make eyes & bones
stronger.

Shelf life: 9 months

SKUs: 1 litre pouch, 5 litres jar, 15 litres jar,
and 15 kg tin.

Sunrich Refined sunflower oil

 

 

It is light in nature and absorbed less in food.

Our Nutrela Refined Sunflower oil contains
vitamin A, vitamin D, vitamin E, omega 6 and
PUFA, which are known to assist in keeping fit
and healthy.

Shelf life: 9 months

SKUs: 1 litre pouch, 5 litres jar, 15 litre/kg jars
and tin packs.

 

Nutrela Refined Sunflower oil

 

 

197

 
 

Brief detail on product, Shelf Life and
Category SKUs

Blended Oil Nutrela Gold is the first physically refined | Nutrela Gold
blended oil in India and is best suited for heart
and health. It is a blend of 70% rice bran and
30% sunflower. Rice bran is known to be rich
in oryzanol, which reduces bad cholesterol and
sunflower is known to be light in nature.
Nutrela Gold also contains natural antioxidants,
vitamin A, vitamin D and vitamin E.

Brand/Product picture

 

Shelf life: 9 months

 

SKUs: Llitre pouch and 5 litres jar

 

Ruchi Sunlight is a multi-sourced edible | Ruchi Sunlight
vegetable oil having a blend of 80% palmolein
and 20% refined sunflower oil. It MUFA and is
fortified with vitamin A and vitamin D.

Shelf life: 9 months

SKUs: 500 ml and 1 litre pouch and 15 litres
/kg tins.

 

Palmolein oil Known for its purity and texture and can be | Ruchi Gold
used for deep frying and cooking various
dishes. The added content of vitamin A and
vitamin D is known to make eyes and bones
stronger.

Shelf life: 6 months

 

SKUs: 0.5 litre pouch, 1 litre pouch, 5 litres jar,
15 litres tin, and 15 kg tin.

 

 

 

 

 

We also trade and sell imported crude de-gummed soybean oil.
Vanaspati and bakery fats

We produce and sell various types of hydrogenated vegetable fats for cooking and bakery applications as vanaspati
and bakery fats. Vanaspati is a hydrogenated vegetable fat that has a semi-solid, granular consistency and is
commonly used in India as a more economical substitute for ghee. Our vanaspati and bakery fats are sold to retail
consumers in India in consumer and bulk packs under the ‘Ruchi No. 1’, ‘Mahakosh’, ‘Bakefat’, ‘Avanti’,
‘General Vanaspati’ and ‘Tulsi’ brands. Our specialty bakery fats include various types of fats, margarine and
cream and are sold under the ‘CakeMo’, ‘CookieMo’, ‘MoCreme’, ‘PuffMo’, ‘MoSno’, ‘BakeMo’ brands.

Our vanaspati products are sold under the following brands:

 

Product name Brand Logo

 

Ruchi No. 1

 

Vanaspati

 

Mahakosh

VANASPATI

 

 

 

 

 

198
 

Product name Brand

Logo

 

Avanti

 

General Vanaspati

 

 

Tulsi

Tulsi

 

Our specialty bakery fats include various types of fats, margarine and
brands:

cream and are sold under the following

 

 

 

 

Product name Brand Logo
Bakery Fat BakeFat | GE NERAL
Pom o
Specialty Bakery Fat BakeFat BAKEFAT

Pe

 

 

CakeMo / MoSno Cream

 

 

 

 

 

 

 

Margarine
~
~
Full Fat CookieMo Coolkielio"
~
com Hetens MoCreme
ae
Interesterified Veg Fat BakeMo BakelMo
°
Bakery shortening Tulsi Tu Isi

 

 

 

199
The following table sets forth our primary brands along with the brief details and key product pictures under which
our Vanaspati and bakery fats are sold, on a pan-India basis:

 

 

 

  

 

 

 

 

 

 

 

 

Category Brief detail, Shelf Life and SKUs Brand/Product picture
‘Vanaspati Our Mahakosh vanaspati is used for cooking sweet-dish/desert as it | Mahakosh Vanaspati
is known for its taste. Contents of vitamin A and vitamin D provide
stronger eyes and bones.
Shelf life: 6 months
SKUs: llitre pack )
Vanaspati is a hydrogenated vegetable fat. It is white and grainy in | Ruchi No. 1 Vanaspati
texture, and multi-purpose cooking medium, adding its own unique
taste to food.
Health Benefits: Manufactured in a modern plant without animal
extract, it is prepared without being touched by hand during the entire
process.
Shelf life: 6 months
SKUs: 50 ml, 100 ml, 200 ml, 500 ml, 1 litre, 5 litres, 15 litres, and
15 kgs.
Vanaspati is a hydrogenated vegetable fat. It is white and grainy in | General Vanaspati
texture, and multi-purpose cooking medium, adding taste to food.
Manufactured in a modern plant without animal extract, it is
untouched by hand, during the entire process.
Shelf life: 6 months
SKUs: 15kg bulk pack
Vanaspati is a hydrogenated vegetable fat. It is white and grainy in
texture, and multi-purpose cooking medium, adding taste to food.
Manufactured in a modern plant without animal extract, it is
untouched by hand, during the entire process.
Shelf life: 6 months
SKUs: 15kg bulk pack
Vanaspati is a hydrogenated vegetable fat. It is white and grainy in | Bakefat
texture, and multi-purpose cooking medium, adding taste to food.
Manufactured in a modern plant without animal extract, it is
untouched by hand, during the entire process.
Shelf life: 6 months
SKUs: 15kg bulk pack
Bakery Fats CakeMo is a quality industrial and bakery margarine, best used for | CakeMo, Margarine
and Specialty soft, spongy and delicious cakes.
Bakery Fats
Shelf life: 6 months
SKUs: 15kgs bag and box

 

 

 

 

200
 

Category Brief detail, Shelf Life and SKUs Brand/Product picture

CookieMo is a quality aerated bakery shortening best used for high | CookieMo, Full Fat
quality cookies and biscuits.

 

Shelf life: 6 months

 

SKUs: 15kgs bag and box

 

MoCreme is a quality aerated bakery shortening best used for
toppings, cream fillings, and sandwich cream.

Shelf life: 6 months

SKUs: 15kgs bag and box

 

PuffMo is a quality bakery and industrial margarine best used for
flakier, crispier puffs and Khari.

 

Shelf life: 6 months

SKUs: 15kgs bag and box

 

 

MoSno is a quality bakery and industrial margarine best used for Icy | MoSno Cream, Margarine
cool cream. :

   
    

‘Saati eS Pas
Shelf life: 6 months

SKUs: 15kgs bag and box

 

BakeMo is a quality interesterified veg fat best used for biscuits and
breads.

Shelf life: 6 months

SKUs: 15kgs bag and box

 

 

 

 

 

For Fiscal 2019, Fiscal 2020, Fiscal 2021 and the six months period ended September 30, 2021 sales of our
vanaspati and bakery fats were 77,684.59 lakhs, ~ 69,200.45 lakhs, % 83,804.32 lakhs and % 57,806.78 lakhs
respectively, which constituted 6.14%, 5.31% 5.20% and 5.21% respectively, of our total sales of products for
these periods.

Edible oil, by-products and derivatives

We are vertically integrated and aim to maximize output from each process of our edible oil value chain. This is
evidenced by our presence in markets of products across various steps of the production process. These range
from oil meal feed to soya chunks. In addition, our production process also generates by-products, primarily into
oilseed meals (used towards animal feed) and oleochemicals.

. By-products and derivatives of edible oil are divided into (a) crushing by-products and (b) refining by-
products;

(a) Crushing by-products.

The primary by-products produced under crushing process are soya husk, lecithin (non - GMO, food
grade), Acid oil and fatty acid. soya husk is sold to cattle feed industry. Lecithin is primarily exported
as value added product to chocolates, confectionary, paint industry, cosmetics and other value-added
industries. Acid oil is transferred to our oleochemical unit for further processing into various value-
added products. Fatty acid is sold to units manufacturing tocopherol.

Oilseed Meals/ De oiled cake

Oilseed meal is an excellent source of protein, to add protein to animal diets worldwide. There is a
growing demand for oil cakes and meals from the international markets, largely from poultry and cattle
farms. It contains more than 50% protein and is obtained after the extraction of most of the soya oil.
Mustard meal is a by-product obtained after the mustard seed is processed. It is rich in protein and used
for cattle feed. We are one of the largest exporters of oilseed meals. We export to Vietnam, Japan,
Indonesia, Malaysia, South Korea, Europe and Middle East.

Oilseed meals / de-oiled cakes are produced from the oilseed after the oil has been extracted. Our meal
primarily comprises soybean meal and a small quantity of mustard seed meal, which are commonly
used as animal feed. In addition to normal soybean meal, we also produce a specialized high protein
soybean meal, depending on the customers’ specifications. During Fiscal 2019, Fiscal 2020, Fiscal
2021 and the six months period ended September 30, 2021, we exported 30.86%, 12.87%, 34.54% and
21.89%, respectively of our soybean meal. Of the total countries that we exported to, our soybean meal
export for Fiscal 2019 was to 18 countries, for Fiscal 2020 we exported to 10 countries, for Fiscal 2021
we exported to 15 countries and for six months period ended September 30, 2021, to seven countries.
Nepal, Sri Lanka, Kuwait, UAE, Indonesia, Thailand, Japan, South Korea, Oman, Singapore, Vietnam,
China, Madagascar, Seychelles, Switzerland and New Zealand being our key export markets for
soybean meal exports.

Our soya bean meal is sold in bulk in unbranded form.

We also purchase oilseed meal from Indian producers for sale and export. Our oilseed meal is sold
directly to customers as well as through traders, brokers and resellers. For Fiscal 2019, Fiscal 2020,
Fiscal 2021 and six months period ended September 30, 2021, sales of our oilseed meal were =
1,14,752.53 lakhs, = 99,668.20 lakhs, € 95,237.87 lakhs and % 35,168.64 lakhs respectively.

For Fiscal 2019, Fiscal 2020, Fiscal 2021 and six months period ended September 30, 2021, sales of
our oilseed meal constituted 9.06%, 7.65%, 5.91% and 3.17% respectively, of our total sales of

products for these periods.

(b) Refining process by-products are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Refining By Product Generation Application
Palm Oil
Spent Earth 0.8% to 5% Incense stick
Palm Fatty Acid 3% to 5% Soaps
Palm Stearin 12 to 22% Soaps and Biodiesel
Sunflower/Soybean Oil
Gums 1.5% to 3.5% Soaps and Lecithin
Acid Oil 1.5% to 3% Soaps
Wax 0.5% to 1.5% Soaps
Spent Earth 0.8% to 1.5% Incense stick
Sun Fatty Acid 0.25% Vitamin A extraction and Soaps

 

202
Others

For Fiscal 2019, Fiscal 2020, Fiscal 2021, and six months period ended September 30, 2021, sales of our other
products were & 39,471.10 lakhs, % 42,862.33 lakhs, % 49,705.48 lakhs and % 57,726.61 lakhs respectively, which
constituted 3.12% 3.29%, 3.08% and 5.20% respectively, of our total sales of products for these periods. The other
products majorly constituted acid oil/fatty acid, lecithin, castor oil, glycerine, noodles and some other products
such as soya husk, process waste, sludge/wet gums, spent earth, packing scrap, soap, bio- diesel, castor seed,
coffee, mustard, oil palm seedling etc.

From time to time, depending on market opportunities, we also trade, various vegetable oils, oilseed and oilseed
extractions etc.

For Fiscal 2019, Fiscal 2020, Fiscal 2021 and six months period ended September 30, 2021, sales of our (traded)
products were & 36,375.73 lakhs, % 31,210.53 lakhs, % 46,181.62 lakhs and % 35,521.18 lakhs respectively, which
constituted 2.87%, 2.40%, 2.86% and 3.20% respectively, of our total sales of products for these periods.

B. Oleochemicals

Our downstream business of oleochemicals utilizes the by-products produced primarily from our edible oil
refineries. The manufacturing facility is located in Gandhidham (Gujarat) with close proximity to the Kandla
and Mundra ports. We manufacture products like soap noodles, glycerine, distilled fatty acids, as well as
value-based derivatives of castor, soya and palm, which have a wide array of applications in sectors like
grease, lubricants, paints, crayons, personal care, cosmetics, pharmaceuticals etc. The oleochem facility is
Kosher and Halal certified. It also has ISO 9001:2015 certification. The division has presence in the domestic
as well as in export markets. Oleochem division exports castor oil and soya derivatives to various countries
across the globe. As on September 30, 2021, the plant has an annual production capacity of 42,000 MT of
soap noodles, 35,000 MT of split fatty acids, 33,600 MT of toilet soap, 15,000 MT of castor derivatives
(including hydrogenation) and 9,000 MT of refined glycerine.

The products manufactured at the facility include derivatives of palm oil, soya oil, castor oil and refined
glycerine. The following table sets forth the products manufactured by our Company:

 

Derivatives Sales Products Usage

Castor Export (Europe, | Hydrogenated castor oil, ~~ Lubricants and grease
Japan, China, | 12hydroxy stearic acid, manufacturing,

Southeast Asia, | Ricinolein acid (castor oil fatty acid) Skin care, Cosmetic
Middle East) and Underarm cream,
Domestic Crayon manufacturing
Soya Export (to Europe and | Distilled soya fatty acids, Paint manufacturing
Indonesia) and | Hydrogenated soybean oil Used in food industry as a
Domestic replacement or a flavouring
agent

Detergent,

Plastic materials,

PVC industry,

Metallic soaps,

Rubbers

Dyes

Crayon,

Candle making

Waterproof agent on
plywood

Cattle feed

Pharma,

Speciality chemicals

Soap industry

 

 

 

Palm Domestic Stearic acid (various grades),
Hydrogenated palm _stearin,
Hydrogenated palm oil flakes,

Soap noodles, Bypass fat

 

Glycerine | Domestic Refined Glycerine (IP and CP grade)

 

 

 

 

 

 

For Fiscal 2019, Fiscal 2020 Fiscal 2021 and six months period ended September 30, 2021, sales from
oleochemicals product were & 13,140.07 lakhs, = 16,200.39 lakhs, = 14,304.35 lakhs and & 8,959.37 lakhs,
respectively, representing 1.04%, 1.24%, 0.89% and 0.81%, respectively, of our total of products sales
during those periods.
The following table sets out the sales turnover and quantity sold of our oleochemical products for the periods
indicated:

 

 

 

 

 

 

Year Total Sales Qty.(MT) Total Sales Value (% Lakhs)
Fiscal 2019 20,368.56 13,140.07
Fiscal 2020 28,731.67 16,200.39
Fiscal 2021 19,714.75 14,304.35
Six months period ended on September 9,613.54 8,959.37
30, 2021

 

 

 

 

Total export and domestic sales of oleochemicals products are as follows:

 

 

 

 

 

 

(in % Lakhs)
Year Total Sales Value Sales Value -Export Sales Value-Domestic
Fiscal 2019 13,140.07 2,539.78 10,600.29
Fiscal 2020 16,200.39 3,418.75, 12,781.64
Fiscal 2021 14,304.35 2,852.88 11,451.47
Six months period ended on 8,959.37 2,151.87 6,807.50
September 30, 2021

 

 

 

 

 

Edible Soya Flour and Textured Soya Protein (“TSP”)

We launched soya chunks in in 1980’s through our brand ‘Nutrela’ as a high-protein add-on to vegetables.
We pioneered the concept of soya chunks 3 decades ago and ‘Nutrela’ has become the generic name for
textured soya protein, throughout India. (Source: Technopak Report).

Soya flour, a high protein flour, is produced from the soybean extract being ground to flour after the oil has
been extracted. Soya flour can be further processed into TSP. TSP is essentially soya flour which has been
processed and dried to give a substance with a sponge-like texture and is a good source of fibre and protein.
It is prepared by rehydrating with water or stock, after which it may be incorporated into recipes as a meat
substitute or a high protein and nutritional value food product. Our TSP is sold in chunk and granule form.
Our soya flour and TSP is sold to retail consumers in India under the Nutrela, brand and exported overseas
under the Ruchi umbrella brand in various pack sizes. Our brand ‘Nutrela’ is a household and generic name
for TSP. For Fiscal 2019, Fiscal 2020 Fiscal 2021 and six months period ended on September 30, 2021, our
soya flour exports were 45.87%, 53.43%, 56.44% and 43.22% respectively of our total soya flour sales. As
on March 31, 2021, our Company is one of the highest exporters of value-added soya products and by-
products, to more than 38 countries in the world.

For Fiscal 2019, Fiscal 2020, Fiscal 2021 and six months period ended September 30, 2021, sales of our
TSP were ® 42,526.65 lakhs, = 45,404.96 lakhs, = 42,122.34 lakhs and & 23,704.07 lakhs respectively, which
constituted 3.36%, 3.49%, 2.61% and 2.14% respectively, of our total sale of products for these periods.
Sales of our edible soya flour were % 8,420.35 lakhs, % 8,664.05 lakhs, %6,491.24 lakhs and & 3,552,12 lakhs
respectively, which constituted 0.67%, 0.67%, 0.40% and 0.32% respectively, of our total sale of products
for these periods. Further, for Fiscal 2019, Fiscal 2020, Fiscal 2021 and six months period ended on
September 30, 2021, sales of our Nutrela products were & 39,749.87 lakhs, = 42,280.24 lakhs, = 44,021.79
lakhs, and % 42,458.82 lakhs, respectively.

The following table sets forth our primary brands along with the brief details and key product pictures under
which our TSP products are sold, on a pan-India basis:

204
 

Category Brief detail, Shelf life and SKUs Brand/Product picture

 

Nutrela Soya is the highest source of protein,
Nutrela TSP provides 52% best quality protein which is far higher
than any other known sources of protein like egg,
milk and dals etc. It is also a good source of iron and
calcium.

Nutrela Soya is a versatile ingredient in a kitchen
and can be added with any dish.

The shelf life of Nutrela Soya is 12 months.

 

Nutrela Chunks | Nutrela soya chunks is a popular version of TSP.
This is used in Indian cuisine in a variety of dishes.
Speciality vegetarian dishes made with Nutrela soya
chunks are popular in Indian households.

Shelf life:12 months
SKU: 50 gm, 54 gm, 80 gm, 200 gm, Ikg and 1.12

 

kg
Nutrela Mini | Nutrela mini chunks were specially designed for
Chunks versatile use in dishes like vegetarian pulao and even
sambhar.

Shelf life: 12 months
SKU: 50 gm, 54 gm, 80 gm, 220 gm andikg

 

Nutrela Granules Nutrela granules are used in dishes like cutlets,
burgers and soya chops.

ae

Shelf life: 12 months 5 ;
SKU: 220 gm and 1kg Nutrela

 

Nutrela TSP in | Shelf life: 12 months
Small Packs SKU: 50 gm and 80gms

 

Nutrela. TSP in | Shelf life: 12 months
Large Packs SKU: 1.12 kg

 

 

 

 

 

 

As part of our customer engagement process, we launched a Nutrela’ s health portal www.nutrelahealth.com,
in 2018. The health portal, inter alia provides access to dieticians, nutritionists, fitness experts, diet plans,
fitness plans, blogs, recipes, health news, health corner etc. We have also launched ‘The Soya Cook Book’,
in July 2019, which contains multiple recipes using soya products.

205
Our Nutrela products are sold through 1,381 distributors, as on March 31, 2021. The number of distributors,
zone wise, as on March 31, 2021, is as below:

 

 

 

 

 

 

 

 

Zone Distributors as on March 31, 2021
North 335
East 338
West 271
South 138
Modern trade + Export + Institutional Sales 299
Total 1,381

 

 

 

Manufacturing Process
(a) Manufacturing Process in relation to soybean /other oil and TSP
The following flow chart sets forth the manufacturing process of edible oil, its by-products and derivatives:

Process flow — Soya/Sunflower oil

 

HACCP Process Flow Diagram
REFINERY (CHEMICAL) PLANT-1

 

 

 

Crude from storage

 

Filter Size 50 Mesh

+ Heat to 60° C & Add 2% water
WaterDegumming |—{ Gums |—+{_ Lecithin

 

 

 

 

 

 

 

 

Add Phosphoric Acid + Caustic Lye Water

[___Neutratization |

> Soap Stock
‘Water for Washing

Washing Yash Water

Vacuum Drying

 

 

 

Bleaching Bleaching Earth
Filtration | $<» spent Bteaching Farts
Deodorization |} Farry Acid Distillate

 

Polish Filter

Packing/ Bulk Dispatch

Addition of Anti-Oxident

 

 

 

The manufacturing process is described, in brief, below:
Crushing and Extraction: Our manufacturing processes with respect to soybeans and other oilseeds

begins after procurement, when the beans are selected, cleaned, cracked, dehulled, conditioned and rolled
into full fat flakes. The flakes are then subjected to a hexane solvent bath to extract the oil, after which the

206
(b)

solvent and oil is removed, and the solvent distilled off under heat and low pressure to separate the oil. In
the case of soybeans, 1 tonne of soybeans typically yields on average approximately 17% to 19% of oil.

Grinding: The soya flakes (in the case of soybeans) that remain after the solvent and oil are removed are
dried to produce defatted soya flour, which is toasted to produce soybean meal for animal feed or ground
into edible soya flour.

Extrusion: Soya flour can be further processed through a steam extrusion process involving passing
heated soya residue from a high-pressure area to a reduced pressure area through a nozzle, resulting in the
soya protein expanding to produce TSP. The TSP is then dehydrated and may be either cut into small
chunks or ground into granules.

Refining: The oil that is extracted from the solvent is crude oil. The first step in refining crude vegetable
oil is the removal of the phospholipids, or “degumming”, (except in the case where we begin the refining
process with imported crude degummed soya bean oil). Degumming is necessary in order to remove
hydratable phosphatides so as to reduce oil losses in the subsequent phases of refining and to avoid
excessive darkening of the oil in the course of high-temperature deodorization. In degumming, water is
used to precipitate the gum, which is then separated. The by-products of the degumming process are
known as gums.

Phosphoric acid is then added to remove the remaining traces of phosphatides. In the neutralization
process, free fatty acids are removed by using caustic lye to neutralize fatty acids to form salts (soaps)
soluble in water. The resulting aqueous soap solution, known as “soap stock” is removed from the
neutralized oil by centrifugation. In the next stage, the oil is bleached to remove colour pigments, primarily
chlorophyll and some carotenoids, by means of absorption onto bleaching earth. The last major processing
step in refining of the oil is deodorization. It consists of the removal of odorous substances by steam
distillation under high vacuum and temperatures.

In case of refining of crude sunflower oils, additional process of wax removing i.e., dewaxing is carried
out by chilling the oil to crystalize wax which is separated from oil, by centrifugal / filtration process.

All of our processes involving crushing, extraction and refining are automatically controlled and
monitored by a programmable logic controller, or PLC, system.

Manufacturing Process in relation to crude palm oil

We generally import crude palm oil from Malaysia and Indonesia where it is extracted from fresh fruit
bunches (“FFBs”), Crude palm oil contains numerous impurities, such as moisture and sediments, free
fatty acids, colouring pigments and odour, which must be removed in order to produce edible grade oil.

The first stage of the refining process for crude oil subjects the oil to pre-treatment and bleaching. This
involves the oil being heated under vacuum to remove moisture, before being mixed with the required
quantity of edible grade chemicals, such as phosphoric acid, citric acid and bleaching earth, which absorbs
impurities and removes colour. The second stage of the refining process involves physical refining,
whereby the oil is heated to a very high temperature under vacuum. As a result, odoriferous components
and other remaining impurities which are volatile in nature are converted to vapor and released through the
vacuum system.

The refined oil, free of odour and fatty acids, is of an edible grade and may be used in this form or modified.
Refined palm oil so obtained, passes through the process of crystallization to get Olein (liquid Fraction)
and stearin (Solid Fraction) for its further usages in the industry.

Manufacturing process — Palm oil

The manufacturing process of palm oil is described, in brief, below:

Palm: We generally import crude palm oil from Malaysia and Indonesia where it is extracted from fresh
fruit bunches (“FFBs”), Crude palm oil contains numerous impurities, such as moisture and sediments,

free fatty acids, colouring pigments and odour, which must be removed in order to produce edible grade
oil.
(©)

@

Manufacturing Process in relation to Vanaspati and Bakery fats

Refined Oil is converted into hard oil with help of hydrogen gas in presence of catalyst under hydrogen gas
at appropriate pressure and temperature. The hardened oil, so available, has nickel catalyst which get
filtered in order to remove the catalyst particles followed by citric acid wash to remove the final traces of
nickel catalyst. The hardened oils so available is further bleached by addition of bleaching earth. Post
bleached hardened oil is deodorized under high vacuum in the presence of open steam to make hardened
oil free from fatty acids and an odour less product in which a requisite quantity of vitamin and pre refined
sesame oil are added in the blending tank. The resulting Vanaspati is then packed in container and keep in
cold rooms where it is chilled under controlled condition to get the desired grains and final product.

In case of Bakery product, refined hard loose Vanaspati so available from above mentioned process is
passes through a series of scrape surface heat exchangers to get the grain less product of desired texture.

Manufacturing Process in relation to By-products

In case of crude soya bean oil the product of water degumming, i.e. hydratable gums are converted in to
lecithin, highly value added product used as a emulsifier in various food industries. Soap stock generated
into the process of neutralization is then treated with sulfuric acid to get acid oil, raw material for soap
industries product skimmed off during the process of deodorization (high temperature distillation) is called
distilled fatty acid, product for soap industries. Product generated during the course of fractionation of palm
oil i.e., stearin (solid fraction) is preliminary used as raw material in soap / oleochemical industries The
activated bleaching earth used in process of bleaching results spent earth after oil filtration is commercially
used in candle and low grade soap manufacturing

Honey and Atta (flour)

Leveraging our brand ‘Nutrela’ associated with nutrition and good health, we launched ‘Nutrela High
Protein Chakki Atta’ and ‘Nutrela Honey’ in Fiscal 2021. The branded wheat flour industry has a 15%
market share in India which is expected to rise up to 23% in Fiscal 2025. (Source: Technopak Report). This
presents opportunity for branded wheat flour. Nutrela High Protein Chakki Atta, is a combination of wheat
and soya flour, and contains 30 % more protein than regular wheat atta to meet daily proteins requirement.
It is also fortified with iron, folic acid, and vitamin B12.

Honey is perceived to have medicinal properties and health benefits and is increasingly used as replacement
for sugar. The branded honey sector is a growth opportunity since its market share is expected to increase
from 55% to 65% in FY2025. (Source: Technopak Report). Mirroring most other food categories, there has
been a progressive demand for healthier natural options. COVID-19 has also resulted in broad based upsurge
in the consumption of honey with the growing consumer need for a natural immunity booster. Building on
the same, we have launched Nutrela Honey in the premium segment.

Given the nutritional requirement and the drive towards healthy eating, Nutrela High Protein Chakki Atta
and Nutrela Honey are sold in premium segment.

The following table sets forth our primary brands along with the brief details and key product pictures under
which our edible soya flour and honey products are sold, on a pan-India basis:

 

Category Brief detail, Shelf Life and SKUs Brand/Product picture

 

Nutrela Honey | Nutrela Honey is 100% pure and natural. Honey has been long
associated with medicinal purposes and considered a superfood.
Common coughs and colds have been known to be treated by
drinking honey, with warm water and lime.

Shelf life: 12 months
SKUs: 250 gm, 500gm and 1 kg pack.

 

 

 

 

 

 

208
 

Category Brief detail, Shelf Life and SKUs Brand/Product picture

 

Nutrela High | Nutrela atta contains 30% more protein than regular wheat atta
Protein Chakki | to meet daily protein requirement of an individual. Nutrela High
Fresh Atta protein chakki fresh atta is fortified with iron, folic acid, and
vitamin B12. Sd

Shelf life: 3 months
SKUs: 1 kg and 5 kg pack.

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Oil Palm Plantation

Palm oil is the highest consumed vegetable oil in the world and in India with almost 41% and 42% of the
share of total global and India consumption, followed by soy (31.4%) and mustard (16.7%). Growing
demand for palm oil and derivatives from major markets like India, China, European Union (“EU”) has
contributed to palm oil becoming the most popular edible oil at a global level. (Source: Technopak Report).

Palm oil market size is estimated to be USD 87 billion in CY 2020, growing at a CAGR of 6.0% during the
forecast period CY 2020-2025 and to reach USD 116 billion in CY 2025. Palm oil is an edible vegetable oil
that is derived from the mesocarp (reddish pulp) of the fruit of the oil palms. Two types of oil can be
produced. Crude palm oil is extracted from the fleshy fruit and palm kernel oil is extracted by crushing the
kernel, or the stone in the middle of the fruit. (Source: Technopak Report)

Development and Procurement of Fresh Fruit Bunches (FF Bs) within India

In India, crude palm oil is majorly imported and this presents a large opportunity for domestic players
engaged in oil palm plantations. We ventured into oil palm plantation development business as a route to
backward integration through acquisitions and direct allotment of zones by state governments for
development of oil palm in India. It has resulted in substantial progress and now ‘Ruchi Oil Palm’ is
reckoned as one of the top player in this segment in India. We are also one of the largest palm plantation
companies in India.

Our oil palm plantation development business has a pan-India presence with strategically located
manufacturing facilities striking the right balance between proximity to raw materials and consumer markets
coupled with an extensive distribution network and a large sales force in India has enabled our Company to
have smooth operations and higher production to meet the ever-increasing domestic demand. We believe
that such factors have resulted in substantial progress overtime in our oil palm plantation development
business and resulted in making ‘Ruchi Oil Palm’ one of the top players in such business segment in India.

In the oil palm plantation business, we produce a range of products namely crude palm oil (“CPO”), crude
palm kernel oil (“CPKO”) and palm kernel cake (“PKC”). We purchase fresh fruit bunches (“FFBs”) from
palm oil farmers and work closely with them by providing planting material, agricultural inputs and technical
guidance. We have entered into memoranda of understanding with nine state governments, which provides
us access to approximately 2,99,245 hectares under oil palm plantation development. Of the aforesaid we
have developed 56,106 hectares as of September 30, 2021.

The table below sets forth the details of potential area allotted by the state government for oil palm
development, area developed and number of farmer beneficiaries as on September 30, 2021:

 

 

 

 

 

 

a States Allotted Area (in HA.) | 4°€# ae s No. of Farmers

1 | Andhra Pradesh 33,350 24,330 16,016
(Peddapuram)

2 | Andhra Pradesh 20,000 15,381 8,588
(Ampapuram)

3 Telangana 49,038. 578 279

4__| Karnataka 25,000 3,252 2311

& Tamil Nadu 12,000 229 136

 

 

 

 

 

 

 

209
As on September 30, 2021, the total aggregate area under cultivation, pursuant to the Palm MOUs is 56,106
hectares (out of our total allocation of 2,99,245 hectares of potential land for development of palm
plantation), spread across nine states in India, which includes crops of varying maturities. As palm plantation
has a long gestation period compared to other annual crops, a substantial proportion of the total area in
relation to which we have procurement rights is only at the initial stages of cultivation. However, we believe
that over the next 10 years, we will be able to procure a larger volume of the FFBs that we require as raw
material in order to produce crude palm oil and crude palm kernel oil through the arrangements under these
Palm MOUs.

Products: We extract a range of products including crude palm oil, crude palm kernel oil, palm kernel cake
and other by-products:

. Crude palm oil. It is extracted from FFBs of oil palm. It is refined for edible purposes and also has
applications in edible oil, confectionary, personal care and cosmetic industry. Oil Extraction Ratio
(OER) of crude palm oil is generally in the range of 18 %.

. Crude palm kernel oil. It is extracted from palm kernel and has applications in confectionary,
personal care and edible oil industry. Extraction of crude palm kernel oil is generally in the range of
2%.

. Palm kernel cake. It is extracted from palm kernel and has applications in animal feed. Palm kernel

cake is generally in the range of 2.5%.

. By-product. The by - products include shell to the tune of 4.5% and palm fibre to the tune of 13%
which are used as fuel for boiler.

FFBs processed, Production of CPO, CPKO and PC for six months period ended September 30, 2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Palm
SL FFBs CPO Oil CPKO PKO Oil Kernel PKC
No | Location | processed | production | Extraction | production | Extraction Cake (%)
inMT | QtyinMT | Rate(%) | QtyinMt | Rate %) | production
Qty in Mt
1 Peddapuram 191,514 33,961 17.73% 3,867 2.02% 5,719 2.99%
Z Ampapuram 106,744 17,310 16.22% 2,652 2.48% 3,293 3.09%
FFBs processed, Production of CPO, CPKO and PC for FY 2020-2021:
Palm
SL FFBs CPO Oil CPKO PKO Oil Kernel PKC
No | Location | processed | production | Extraction | production | Extraction Cake (%)
inMT | QtyinMT | Rate(%) | QtyinMt | Rate %) | production
Qty in Mt
1 Peddapuram | _ 2,74,800 49,328 18.00% 5,778 2.10% 8,442 3.07%
= Ampapuram 1,03,876 17,305 16.66% 2,413 2.32% 3,260 3.14%
FFBs processed, Production of CPO, CPKO and PC for FY 2019-20:
CPO Oil CPKO 4 Palm Kernel
sl. . pene productio | Extractio | producti | XO Of Cake PKC
Location processed a Extraction i
No ra nQtyin | nRate | onQty | “Rater. | Production | (%)
MT (%) in Mt Qty in Mt
Peddapuram 2,52,055 44,933 17.83% 5,293 2.10% 8,164 | 3.24%
2 Ampapuram 1,51,980 26,468 17.42% 3,545 2.33% 4,835 | 3.18%

 

 

 

 

 

 

 

 

 

211
 

 

 

 

 

 

 

 

ae States Allotted Area (in HA.) | 4? ae (in No. of Farmers
6 Odisha 24,000 2,922 3,666
7 Gujarat 46,857 1,084 825
8 Mizoram 25,000 5,604 6,245
9 Chhattisgarh 14,000 1,380 1,197
10 | Arunachal Pradesh 50,000, 1,346 74
Total 2,99,245 56,106 39,987

 

 

 

 

 

 

This public-private partnership model, which, has been promoted by the Government of India, allows us to
maintain an asset-light business model.

We have set up four palm oil mills in India with FFB processing capacity of 50 MT per hour at Ampapuram.
(Vijayawada) and 75 MT per hour at Peddapuram (Kakinada), aggregating to 125 MT per hour in Andhra
Pradesh and a palm kernel processing capacity of 100 MT per day at Peddapuram (Kakinada) and 80 MT
per day at Ampapuram (Vijayawada).

We work closely with oil palm growers by offering wide ranging services such as supply of quality seedlings,
fertilizers, harvesting tools, technical guidance for adoption of Best Management Practices (BMP) and
assured buyback of FFBs.

Farmer information cum FFB procurement centres and fertilizer godowns

Asa part of our drive to further strengthen our farmer support initiatives, as on September 30, 2021, we have
established farmer information cum FFB procurement centres aggregating to 186 and fertilizer godowns
aggregating to 22 in Peddapuram, Ampapuram of Andhra Pradesh and Mysore of Karnataka. Farmer
Information Centres cum FFB procurement centres are being run for dissemination of technical knowledge
among farmers in addition to FFB procurement and related documentation process. Farmers are being
provided with harvesting tools and training sessions on mechanical harvesting. We also maintain electronic
databases to track fertilizer usage, total available area and uprooted area so that we can continue to improve
farmers’ FFB yields.

 

 

 

 

 

 

Location Collection Centres Fertilizer Godowns
Peddapuram(AP) 56 7
Ampapuram(AP+TS) 41 2
Mysore(Karnataka) 89 3
Total 186 22

 

 

 

 

FFB volumes are low in Tamil Nadu, Odisha, Gujarat, Mizoram, Chhattisgarh, Arunachal Pradesh hence
need based FFB procurement centres are organised on temporary basis for convenience of farmers.

As on September 30, 2021, state of art nurseries are being maintained at 11 strategic places across Andhra
Pradesh, Telangana, Karnataka and Arunachal Pradesh, to cater to the need of farmers through distribution
of quality seedlings.

Process of Palm plantation

As part of our strategic focus on backward integration, we have, been concentrating on increasing our access
to fresh fruit bunches (“FFBs”) directly from oil palm plantations within India and reducing our dependence
on import of crude palm oil.

Many state governments having potential areas under oil palm, enacted oil palm (Regulation of Production
and Processing) Act, permitting the involvement of the private sector in the cultivation of oil palm in certain
allotted areas with a view to improve income of farmers in these areas. These state governments allot areas
to particular entities based on stringent selection processes and subsequently by entering into a memorandum
of understanding with such entities (each a “Palm MOU”). Under the Palm MOU, our basic obligation is to
provide technical assistance to the farmers for the cultivation of oil palm. In return, we are typically required
to help ensure that there is an assured market for the FFBs produced in these areas which includes, among
others, both the right and the obligation to procure the oil palm at a government-regulated price and set up
a palm oil processing unit with a specified capacity within a specified time frame.

210
FFBs processed, Production of CPO, CPKO and PC for FY 2018-19:

 

 

 

 

CPO oi | cPKO | Palm Kernel
sl. : FFBs | productio | Extractio | producti | XO Oi Cake PKC
Location | processed t Extraction :
No eee | mQtyin | nRate | onQty | FREI" | production | (%)
iD MT (%) in Mt e%) | “Qty inMt
1 Peddapuram 2,55,661 47,956 18.76% 5,574 2.18% 7,849 | 3.07%
2 Ampapuram 1,53,968 27,281 17.72% 3,640 2.36% 4,906 | 3.19%

 

 

 

 

 

 

 

 

 

 

Production Facilities

We have established 4 palm oil mills in India with FFB processing capacity of 50 MT per hour at
Ampapuram, Vijayawada and 75 MT per hour at Peddapuram, Kakinada, together 125 MT per hour in
Andhra Pradesh including palm kernel processing capacity of 80MT per day and 100 MT per day
respectively.

The following table sets forth installed capacity vis-a-vis Actual FFB processed for the periods mentioned
below:

 

 

 

 

 

 

For the six-
months period
Plant ended September | March31, 2021 | March 31, 2020 | March 31, 2019
30, 2021

FEB (Qty in MT)
Installed Capacity* 9,00,000* 9,00,000 9,00,000 9,00,000

Actual FFBs Processed 2,98,258 3,78,676 4,04,035

‘Actual FFBs Procured 3,01,746 3,84,145 4,05,909

 

 

 

 

 

 

 

# Annualised Basis
Mill Capacity utilization

Mill capacities are arrived based on peak arrivals for processing as FFBs is to be processed within 48 hours.
Prompt preventive maintenance is done to ensure no break downs in the peak or medium peak seasons.

Mill capacity utilization for the years mentioned below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Installed | pyoceucea | (SMUx24 | Installed | po ..g | GOMTx24
Capacity : hr/day x 300 | Capacity i hr/day x 300
Sr. 5 capacity 7 capacity
ae Year = day) : day)
‘apaci ‘apaci
Peddapuram aunteatentca Ampapuram Renn ;
1_| September 30,2021 | 5,40,000* | _1,91,514 71% | 3,60,000* | _1,06,744 59%
2__| March 31, 2021 5,40,000 | _2,74,800 51% 50,000 | _1,03,876 29%
3__| March 31, 2020 5,40,000 | _2,52,055 47% 0,000 | _1,51,980 42%
4_| March 31, 2019 5,40,000 | _2,55,661 47% |_3,60,000 | _1,53,968 43%

 

 

#Annualised basis

Raw Materials

State Governments notified for oil palm development program shall extend financial assistance for oil palm
planting and inputs to encourage farmers to plant and grow oil palm by helping to offset the four year-long
gestation period required between field planting and first harvest.

Production of FFBs is cyclical with a substantial majority of our harvest produced between the months of
June and October. We enter into memoranda of understanding with state governments, who allot districts or
‘mandals’ to us in their respective states for development of oil palm. We currently have a presence in, and
memoranda of understanding with the state governments of Andhra Pradesh, Telangana, Karnataka,
Arunachal Pradesh, Tamil Nadu, Orissa, Gujarat, Mizoram, and Chhattisgarh. Pursuant to these memoranda
of understanding, we conduct meetings, seminars and group discussions to create awareness among farmers
on the benefits of planting oil palm on their farmland and thereafter provide technical guidance and
assistance. Under the MoU, we have no control over the price at which we are required to purchase the FFB.

212
We are required to purchase harvested FFBs at a price using a pre-determined formula, typically fixed by a
committee formed by the state government. The terms of these memoranda of understanding do not allow
us to withdraw from our obligations under any circumstances. Further, we are also required to fill gaps, in
case of any mortality of the plants, to maintain optimum plant population in the field. We establish oil palm
nurseries to supply farmers with quality seedlings and technical guidance while planting and growing oil
palm. We also work with the farmers to understand the benefits of intercropping in the plantations to
supplement their income stream during the gestation period. Farmers harvest the FFBs and bring them to
collection centres, which transport the FFBs to our processing mills through collection agents. Since FFBs
must be processed within approximately 48 hours of being harvested, our 4 processing mills across Andhra
Pradesh, are located in close proximity to regions with high concentrations of oil palm farms. Our processing
mills produce crude palm oil, crude palm kernel oil, palm kernel cake and other by-products.

The following flow chart sets forth the process of Palm Plantation

   
   
 

Seed
Seedlings at Nursery
Seedlings planted at Farm
Standard Procedure for inter plant
spacing
Mature Palm Plantation
FFB
Crushing Mill
CPO a

 

Nursery Operations: We import oil palm seed sprouts after through scrutiny of the parent material
based on parameters like high oil extraction rate, short incremental height, precocity, high female to
male ratio. We visit seed gardens of major oil palm growing countries like Malaysia and also indigenous
sources like Oil Palm India Limited of Kerala to ascertain their strength for producing quality seedlings
to distribute the same to farmers after 14-18 months of raising in the primary and secondary nurseries
after certification by the designated inspection authority. Stringent culling standards are followed before
dispatching the same to the farmer field to ensure quality of the seedlings.

Plantation Operations: Field teams conduct survey of the land for identifying suitable farmers for oil
palm plantation. Layout and marking will be given after ascertaining perennial water potential and soil
type. Extension teams periodically visit for suitable technical suggestions on crop production
technologies. Advisories will be extended on inter cropping, timely ablation and on best management
practices to ensure productivity by enhancing yield. Field visit will continue up to 30 years for all
technical advisories including timely harvesting of FFB.

213
Mill Operations: After receiving FFBs from the plantations, they are subjected to sterilization,
stripping, digestion, pressing, clarification and drying followed by storage of Crude Palm Oil (CPO) in
storage tanks, as per code of practice.

Boilers, fuelled by fibre and shell, produce superheated steam, used to generate electricity through
turbine generators. The lower pressure steam from the turbine is used for heating purposes throughout
the factory.

Extraction of Crude Palm Kernel Oil (CPKO) comprise grinding the kernels into small particles,
heating, and extracting the oil using an oilseed expeller. The oil then requires purification through
pressure leaf filters and send to storage tanks. On extraction of CPKO from Kernels, Palm Kernel Cake
(PKC) will be bailed out as by-product.

Government Subsidies to Oil Palm farmers (as on September 30, 2021)

 

 

 

 

Planting Material Subsidy 12,000/Ha. (one time)
Input subsidy % 5,000/Ha./year for period of four years aggregating to €20,000/-
Drip Irrigation & 24,035/Ha. (one time)

 

 

 

Digitalization initiative

Our digitalisation initiative is as follows:

We have initiated customized iPalm Procurement Monitoring Solution which is used for automation
of FFBs procurement process for transparent mechanism and to also streamline the whole FFB
procurement process.

RFID Card to Farmers: To identify the farmer and to also pull the data into Handheld Devices
(“HHDs”) at collection centre for FFB procurement process.

HHDs: HHD is SIM based device used for recording the number of FFBs procured and relevant
details. Such details including number of FFBs procured are then sent to intermediate server followed
by SAP using the in-built perpetually active SIM.

Online payment to Farmers: Due to the HHDs deployed, FFB Procurement process is real time
process, as soon as we collect the FFBs from farmers, relevant details are recorded in the HHDs and
sent to the SAP server for release of payment as per pre-agreed timelines.

SMS Alerts: For speedy and transparent communication, SMS alerts are sent to each farmers
registered mobile number upon weighing the FFBs provided by them.

Electronic Weighing Scales/Bridges: For precise and accurate weighing of FFBs electronic
scales/bridges have been introduced for automatically displaying weight of the FFBs provided and
recorded by way of slip/receipt, which is automatically generated upon completion of the weighing
process, meant for the farmers to maintain as part of their internal records.

Voice messages to Farmers: To update farmers on seasonal agricultural operations to be adopted and
also plant protection measures to be implemented for timely control of pest and diseases. Any other
important information to be shared to farmers is also delivered through voice messages.

GEO Tagging: We have initiated iAgro - GEO TAG project with an intention to Geo-Tag land parcels
of our palm plantations to enable us to access FFBs and periodical field data capturing along with
images and videos under crop management through android mobiles.

> Mapping the area: To capture GPS co-ordinates of farmer’s land parcels, boundaries and link to
crop management system which updates present plant population of each farmer.

Vv

Crop Management: For updating irrigation, number of trees, fertilizer application and
information of field. It also paves the way for intelligent query and analysis system to retrieve
land details and crop information.

214
Our Company uses a knowledge-based approach from internal and external sources in adding new products
to fill the gaps in the nutraceuticals industry. Our Company conforms to all necessary regulatory
specifications as we firmly believe in benchmarking our product quality against the highest standards to
ensure that our products are health, wellness and deeply people focused.

Our entire range of nutraceutical and wellness products are 100% vegetarian. We also focus on making our
products, to the extent possible, non-GMO, natural, preservative free, containing bio fermented active
ingredients.

Our Company has also obtained a non-exclusive license to use name and mark ‘Patanjali’ (“Brand”) from
PAL under a brand license agreement. Under this arrangement, our Company can use the Brand for
packaging, promotional and advertising materials, in respect to certain nutraceutical products (including the
above-mentioned products and certain products which will be launched by our Company in future) anywhere
in the world for a royalty payable to PAL at 1% of the net manufactured volume (as specified in the
agreement).

Our growth is further driven by our ability to make available an assortment of quality products under our
trusted brands. Our Company caters to all categories of dietary supplements nutraceuticals such as:

(a) Medical nutrition —Nutrition to meet condition/disease specific goals, formulations such as tablet,
capsules and powders, products like diabetic nutrition, dialysis nutrition, bone health, anaemics etc.

(b) Sports nutrition — Nutrition to meet performance enhancement goals, formulations like protein
powders, capsules and liquids, products like, energy supplements and mass/muscle gainers etc.

(c) General nutrition — Nutrition for overall health and general wellness, formulations like tablet,
capsules and powders, products like weight management, multi-vitamins and beauty products for men
and women etc.

The following table sets forth our primary products which are marketed under Nutrela and Patanjali joint
branding under which our nutraceutical and wellness products are sold on a pan India basis.

 

 

 

 

 

 

 

‘Approval
Name of the eof | Formulat s obtained
product Brand core ion type SEY Useot product |; applied
for
Nutrela_ weight General Powder 500 gms Weight gain FSSAI
gain health and received
Sports
(Protein with
Botanical
Extracts -
Powder) =
Nutrela Isopure Sports | Powder | 1,000 gms | Performance FSSAI
gold and 2,000 | enhancement _by | received
gms professional body
(Whey Protein builders and sports
with Botanical enthusiasts
Extracts
Powder)
Nutrela 100% Sports | Powder | 1,000 gms | Performance FSSAI
whey perform 1 and 2,000 | enhancement (at an | received
kg gms initial stage) by body
builders and sports
(Whey Protein enthusiasts
with Bio
fermented
Extracts
Powder)

 

 

 

 

 

 

 

 

216
Establishment of Soil and Leaf Analysis Lab

State of the art soil and leaf analysis lab is established to extend support to farmers to estimate the available
nutrient status and reaction of soil acidic / alkaline thereby evaluating the fertility status of soil. Based on
the aforesaid analysis, fertilizers are recommended. In oil palm plantations fertilizer management plays a
major role, in defining yield potential in terms of Fresh Fruit Bunches (FFB). Soil and leaf analysis is an
effective method to determine plant nutritional status for suitable fertilizer application. The major steps
involved in soil and leaf analysis are collection of representative sample from the soil and leaf, estimation
of nutrient status and other parameters, calibration and interpretation of analytical results and giving fertilizer
recommendations.

Soil and leaf test reports will generally provide appropriate fertilizer application recommendations for
nitrogen, phosphorous, potassium. The testing also allows for determining the micronutrient
requirements of oil palm and provides a farm management tool with potential benefit of increased yield,
reduced operating costs and superior environmental risk management.

Nutraceutical and wellness Products

The Indian nutraceutical market is estimated to be around 51,750 crores in FY 2020 and is expected to
reach approx. = 1,27,500 crores by FY 2025, growing at a CAGR of 20% on the back of rising demand for
dietary supplements from upper and middle class. Nutraceuticals are divided into functional foods and
beverages and dietary supplements. Dietary supplements contribute around 60% of the nutraceuticals market
in India (balance 40% being the functional food and beverages) with an estimated retail sale of = 31,500
crores in FY 2020. Vitamins and minerals are the major contributors followed by herbal supplements and
proteins. (Source: Technopak Report)

The Indian nutraceutical market has been on growth trajectory owing to reasons such as (i) lack of a
nutritionally balanced diet has resulted in an increased demand for nutraceuticals in order to meet nutritional
needs. Along with surge in demand for dietary supplements in order to address various deficiencies, there is
an increased demand of functional foods which combine the benefit of food and nutrients; (ii) growing
demand for natural immunity-boosting products during the COVID-19 and focus on preventive health
practices has accelerated the growth of the nutraceuticals industry during this period. High growth was
registered during FY 2021 in the sales of vitamins and minerals especially with vitamin C, D and other
nutrients, that help in boosting immunity; (iii) the rise in incidences of heart diseases, lifestyle disorders,
cancer, respiratory disease and diabetes coupled with increasing share of nutraceuticals in doctor’s
prescription have led to increase in consumption. The dietary supplements market is anticipated to offer
major investment opportunities, especially for herbal and Ayurveda-based products. (Source: Technopak
Report)

Our Company has recently forayed into the nutraceutical and wellness product space to take benefit from
the experience of Patanjali group which is a pioneer and one of the largest players in natural and ayurvedic
FMHG segment. Patanjali group has been working since last 14 years to develop a niche brand within such
high potential market.

Patanjali is one of the leading manufacturers and exporter of herbal and natural products including health
supplements (especially in general nutrition), cosmetics, food, processed food, beverages, and personal and
home care products. (Source: Technopak Report). While Patanjali Ayurved Limited, has presence in the
general nutrition, our Company has entered into a contract manufacturing agreement, wherein our
nutraceutical products shall be manufactured by Patanjali Ayurved Limited. The contract manufacturing
agreement inter-alia includes provisions in respect to non-compete and thereunder, Patanjali Ayurved
Limited has agreed not (i) to engage in any competing business in respect of the products being agreed upon
to be manufactured by Patanjali Ayurved Limited for our Company and/or any nutraceutical product
launched by our Company from time to time. Our Company intends to bridge the increasing gap between
demand and supply for dietary supplements in India with our nutraceutical and wellness products.

We believe that we are able to differentiate ourselves from our competitors through the advanced and in-
depth research and development in the wellness segment through Patanjali Ayurved Limited, 100%
vegetarian, innovation and design, use of advanced technologies and in-depth understanding of rapidly
changing consumer preferences which we address by developing new products that address unique customer
needs.

215
 

‘Approval

 

 

 

 

 

 

 

 

 

 

 

 

Name of the eof | Formulat s obtained
product ae agin ion type oe Use of product |‘ applied
for
Nutrela daily General | Capsule | 30 capsules | Vitamin B | FSSAI
energy supplement for | received
energy enhancement
(Vitamin B
Complex with
Botanical
Extracts)
Nutrela daily General | Capsule | 30 capsules | Multi -vitamins, | FSSAT
active minerals and herbs | received
for heart health, eye
(Vitamins, health, brain health,
Minerals & bone health, energy
Amino Acids and immunity
with Botanical
Extracts)
Nutrela bone Medical | Capsule | 30 capsules | Vitamins, minerals | AAYUSH
health natural and herbs for bone | received
health
Nutrela vit B12 Medical Capsule 30 capsules | Neuropathic pain | FSSAI
natural relief and B12 | received
deficiencies
Nutrela iron Medical Capsule 30 capsules | Increase in | AAYUSH
complex haemoglobin levels | received
by anaemic people
Nutrela vit D2 K Medical | Chewable | 60 Supplement for | FSSAI
natural Tablet Chewable Vitamin D | received
Tablets deficiency
Nutrela Omega Medical | Capsule | 60capsules | Supports hearth | FSSAT
3,6, 7 and9 health, skin health, | received
eye health,
cholesterol
management, _ brain
function and active
life
Nutrela Vitamin General | Chewable | 60 Tablets | Supports immune | FSSAT
C+ Zinc Nutrition | Tablets health & acts as | received
potent antioxidant
Nutrela Natural General Tablets 60 Tablets Superfood FSSAI
Spirulina Nutrition Helps to maintain | received

 

 

 

 

 

 

healthy cholesterol
levels, reduces
fatigue, improve
digestion and gut
health

 

 

217

 
 

 

 

 

 

 

 

 

 

‘Approval
Name of the Type of | Formulat s obtained
product a nutrition | ion type oe Use of product |‘ applied
for
Nutrela Diabetic General | Powder | 400 gms Support maintaining | FSSAI
Care Nutrition blood sugar levels | received
and weight
(Protein Fibre management
with Botanical
Extracts)
Nutrela Women au General | Powder | 400 gms For Overall health & | FSSAI
Superfood f Nutrition wellness of Women | received
Nutrela Kids General FSSAI
Superfood i ae Nutrition For Growth & | received
« Sst Powder 400 gms development of Kids
Nutrela Men FSSAI
Superfood General For Overall health & | received
Nutrition | Powder | 400 gms _| wellness of Women
Nutrela General | Prash 400 gms | Advanced FSSAI
Collagenprash Nutrition and 750 | Anti-ageing received
gms skin superfood
Nutrela Mother's Medical | Powder | 400g Support fetal and | FSSAT
Plus Nutrition maternal health during | Received
pregnancy

 

 

 

 

 

 

 

 

 

We believe that we shall benefit from healthy margins from our nutraceutical products, considering lower
degree of competition and pricing of similar synthetic products available in the market

With wellness increasingly becoming a mainstream thought especially amongst the millennial, along with
changing lifestyle preferences, nutraceuticals market in India is expected to gain prolific growth in the years
to come and it is the target segment of our Company. We intend to capitalize on this changing market
sentiment by focusing on improving the market share of our products by expanding our distribution network
and increasing production volumes.

Manufacturing

The entire range of nutraceutical and wellness products of our Company is manufactured by PAL at its
modern and state of the art plant located at Patanjali Food and Herbal Park, Haridwar under a contract
manufacturing agreement. Under this arrangement, our Company provides the specification of the products,
entire raw material and packaging material to PAL and who manufactures such products as per our
Company’s specification. Nutraceuticals typically contains macronutrients, micronutrients and special
ingredients:

Macronutrients: Macronutrients like carbohydrates, proteins and fats plays an important role in all the
powder formulations. We are using whey protein concentrate, whey protein isolate and soya protein powders,

218
beside Soya protein. Majority of whey protein concentrate, and whey protein isolate are sourced from
domestic vendors. Certain proteins have challenges, like price fluctuations and availability.

Micronutrients: Micronutrients like vitamins and minerals plays major role in our tablet and capsules. We
do not use synthetic vitamins and minerals which are readily available in market. However, we use bio-
fermented vitamins which are imported at a higher price and is subject to availability challenges.

Special Ingredients: Special ingredients like organic omega (sea buckthorn, flaxseed oil), natural spirulina,
natural moringa, natural rosehip extracts etc are also used in our formulations. We have multiple vendors in
India for these ingredients.

We typically procure raw material and packaging material as per yearly plans and we maintain buffer stocks
at plant and with vendor to meet any business exigencies. All statutory licenses and approvals for such
manufacturing of nutraceuticals have been obtained by PAL.

Distribution

We explore both offline and online avenues of distribution to maximize our reach. We have access to
Patanjali’s distribution network, pursuant to a distribution agreement, consisting of around 3,409 Patanjali
distributors, 3,326 arogya kendras, 1,301 Patanjali chikatsalya, 273 Patanjali mega stores and 126 Patanjali
super distributors. Such, 126 Patanjali super distributors and 3,409 Patanjali distributors provide access to
5,45,849 customer touch points including approximately 47,316 pharmacies, chemists and medical stores, as
of March 31, 2021.

 

The nutraceuticals will be marketed through various sales channels of our Company and of PAL including
Patanjali Order Me app. The various sales channels, having pan-India presence is divided into following
different zones:

 

 

 

 

 

 

 

 

General Trade Patanjali Stores Data

Super a Patanjali Patanjali Patanjali Arogya

Distributors _ | Distributors atgastare Chikatsalya Kendra

North 25 618 101 378 815
East 11 470 22 230 756
West 42 951 65. 288 644
South 22 442 14 159 392
Central 26 928 71 246 719
TOTAL 126* 3,409* 273 1,301 3,326

 

 

 

 

 

 

 

*Provide access to 5,45,849 customer touch points including over 47,316 pharmacies, chemists and medical stores, as of March 31,
2021.

In addition to the above, as on March 31, 2021, Ruchi Soya’s distribution network is as follows:

 

 

 

 

 

 

 

 

 

 

 

Zone Number of distributors
Central 337
West 530
South 1,346
North 1,403
East 848
Modern Trade 237
Exports and Institutional Sale 62
Total 4,763

 

 

Biscuits, cookies and rusks.

The Indian biscuit market size is estimated to be = 40,000 crores in 2020 representing and is expected to
grow at a CAGR of 9% till 2025 and reach % 62,000 crores. The penetration of branded biscuits will continue
to grow because of increasing consumer preference and spending power. Non-branded biscuit is dominated
by small bakery units, cottage and household type manufacturing units, which thrive on catering to local
taste and close relationship with retailers. Non-branded biscuits also offer higher margins than branded
biscuits to retailers. (Source: Technopak Report)

219
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product Line / SKU (by weight) (in
Category Variant Brand Product features oom)
Nutty Cookies Sweet biscuits with cashews, 66
almonds and milk taste
Bakery Jeera Cookies Sweet biscuits with cumin 200
Cookies
Premium Sweet biscuits with coconut 200
Nariyal taste
Cookies
Cracker Namkeen Salty cracker with buttery 40, 80
taste
Twisty Tasty Cracker with sweet and salty 40, 80
taste
High Kick [Ba Cracker with black cumin 80, 250
Cracker seeds
Top Lite Crispy cracker with buttery 42, 84, 200
Marie Marie Crunchy semi-sweet biscuits 88.8, 250,300
with milky and buttery taste
Paushtik Marie “= Marie biscuit with honey and 88.8, 250
oats
Cream Creamfeast Biscuits sandwiched with 41, 75
Elaichi ‘a cardamom cream

 

 

 

 

 

 
In line with our strategy to consolidate our position as a leading FMCG player, our Company forayed into
biscuits, cookies, rusk and other associated bakery product category in May 2021 by acquiring such business
from Patanjali Natural Biscuits Private Limited pursuant to a business transfer agreement for a lumpsum
consideration of & 6,002.50 lakhs. For further details in relation to such agreements, see “History and Certain
Corporate Matters” on page 259. For capturing the benefits arising from high-margin, better quality control
aspects of in-house manufacturing and capital-efficient and faster access to market aspects of outsourced
model, our manufacturing model for our biscuits, cookies and rusks business is a combination of in-house
manufacturing and outsourced manufacturing. The Business Transfer Agreement has given us ready access
to the manufacturing facility at Bhagwanpur, District Haridwar and 10 contract manufacturing units spread
across strategic pan-India locations. Pursuant to the Biscuits Brand License Agreement, our biscuits, cookies,
rusk and other associated bakery product are sold under the ‘Patanjali’ brand. For further details in relation
to the Business Transfer Agreement and Biscuits Brand License Agreement, see “History and Certain
Corporate Matters” on page 259.

Our biscuits, cookies and rusks are manufactured from natural ingredients including whole wheat flour,
cow’s milk and are without any maida, trans fat and artificial colours, thereby making our biscuits, cookies
and rusks more fibrous and easier to digest. Our diversified product portfolio enables us to cater to a wide
range of taste preferences and consumer segments. We have products in the premium as well as mass market
categories, which makes our products less susceptible to shifts in consumer preferences, market trends and
risks of operating in a particular product category. We believe quality is a key differentiator in our business
and have adopted uniform manufacturing standards to achieve standardized product quality for all our
products.

We manufacture a wide variety of biscuits, cookies and rusks across all categories. All our products are
marketed in different SKUs to meet varied needs of customers and are sold under “Patanjali” brand. Our
current portfolio of biscuits comprises of 19 variants of biscuits and our current portfolio of rusks comprises
of 2 variants of rusks. The following table sets out certain details of the biscuits manufactured by us

 

 

 

 

 

 

Product Line / SKU (by weight) (in
Category Variant Brand Product features grams)
Milk Biscuit | Doodh a Biscuits with milky taste 40,80,150,300,800
Cookies Butter Cookies Biscuits with buttery and 40,75,150
fa milky taste
Cashew Sweet biscuits with cashews 35,66,200
Cookies Ew and milk taste
Nariyal biscuit jac Sweet biscuits with coconut 83.33, 250
taste
Aarogya ead Multigrain Biscuit 83.33

 

 

 

 

 

 

 

220
 

 

 

 

 

 

 

 

 

Product Line / SKU (by weight) (in
Category Varlant Brand Product features aya

Creamfeast Biscuits sandwiched with 41,75
Orange iz orange cream
Creamfeast Biscuits sandwiched with 41,75
Chocolate chocolate cream

Crunchy Coconut “ Sweet and crunchy biscuits 42, 90
Crunchy with coconut taste

Digestive Digestive Biscuits with high wheat fibre 250
Cookies

Rusk Atta Doodh Whole wheat crispy and 200, 300
Rusk crunchy rush with milky taste
Suji Elaichi Suji crispy and crunchy rush 72.7, 200, 300
Rusk with elaichi taste

 

 

 

 

 

 

 

As on March 31, 2021, the maximum retail price of our biscuits and rusks typically ranges between 2 5 to 2
90 per pack and % 10 to 2 40 per pack respectively.

The strong distribution network, economies of scale, in-house manufacturing, research and development
capabilities and the synergies with Patanjali will be extensively leveraged to grow our biscuit business.

Manufacturing Process

The primary ingredients used in the manufacture of biscuits/cookies/rusk are wheat flour, sugar, vegetable
oil/fat, leavening agents, emulsifier and salts, salt, skimmed milk and milk products, butter, refined palm oil
and flavours, cashew nuts/almonds and cocoa powder, honey, barley flour and desiccated coconut powder.

The manufacturing process of biscuits consists of the following stages namely, (i) raw material quality
inspection; (ii) pre-mixing — raw material sieving and preparation; (iii) dough mixing and sheeting; (iv)
forming - cutting and moulding; (v) baking; and (vi) cooling and packaging.

  

Raw material quality inspection
Prior to receipt of the raw material, pre-inspection is undertaken of the vehicles to check hygiene condition

of vehicle and physical condition of material to check any signs of material being wet and/or damaged/or
foreign contaminated.

222
Raw material Preparation

The first step involves sifting and sieving the flour into a flour sifter machine to remove extraneous materials.
This also helps to blend and loosen the flour. Similarly, sugar is also passed through magnet and sieve to
remove any foreign matters. At this stage, the sugar is also ground in a grinding machine to make it powdery.
Flavours, preservatives, emulsifiers, leavening agents, emulsifier and salts and other various ingredients are
mixed into a homogeneous paste under the supervision of experienced personnel. Various syrups and
intermediate blends preparation take place before going into final mixing of dough.

Dough mixing and sheeting

After the raw material preparation, the flour dough is prepared in a horizontal dough mixer. Mixing consists
of three step like dry creaming, wet creaming and wheat flour mixing to make final biscuit dough. While the
soft dough is fed directly to the moulding machine, hard dough is fed into a laminator machine which produces
sheets which in turn is gradually rolled to get thin sheets and which goes into cutting moulder machine.

Cutting and moulding

Short dough is used to pass through a rotary moulding machine which moulds the dough into desired shape,
size and design of biscuit. Embossing, design of the biscuits also takes place at this stage.

Baking and cooling

The unbaked biscuits from the rotary moulder/cutter are then transferred through a conveyer to an oven where
the biscuits are baked under a PLC controlled time and temperature. Baking is the continuous process. Each
biscuit variety has a standard heat profile setting of top/bottom heat and the colour on the biscuit formed at
this stage depends on the heating setting. In some varieties, oil, sugar or other additives are sprayed on top
before and after baking. After baking process, the biscuit goes for natural cooling process for 10-15 min to
bring down to room temperature and followed to stacking and packing process.

Packaging
After cooling, the biscuits pass through CCP metal detector to ensure metallic contamination free biscuit pass

to stacker and packing table. Biscuits are packaged by automatic packing machines. Depending on market
demand, varied sizes of packets are packed.

223
 

Process Flow Chart -1

 

 

 

 

 

   

Pass through metal detector (OPRP-3)

 

 

 

 

 

 

 

 

 

 

 

 

without oil

224

 

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Manufacturing Facility

We intend to achieve operational excellence in terms of cost and production efficiency. We manufacture
biscuits in our manufacturing plant located at Khasra No. 450, 451, 452, Village Lodhiwala, Tehsil -
Bhagwanpur, District - Haridwar. Our manufacturing facility is equipped with advanced automated
equipment and modern technology such as material handling equipment, mixer, moulders, cutters, oven,
sandwiching machine. We also have latest baking technology such as LPG and CNG (environment friendly
fuels) ovens with direct and indirect heating for baking process, which provides uniform baking and reduce
heat spotting, ensuring uniform quality of each batch of our product.

Our manufacturing facility is installed with well-equipped fire safety hydrant system which is certified
from state fire safety department. It is also equipped with first-aid facility, canteen facility and change-
room/lockers facility for all workmen. We are working with a target of human safety first. We provide
uniform to all workmen and staff to maintain personal hygiene and GMP on our shopfloor.

Biscuit manufacturing operations at own manufacturing plant as well as third party manufacturing plants
are undertaken uniform quality standards.

We also have contract manufacturing arrangements with 10 contract manufacturing units spread across
strategic locations in India, which manufacture biscuits, cookies, rusk and other bakery product for us. Our
contract manufacturing units also have world class equipment/ Technology as our own units. Under our
contract manufacturing arrangements, the raw materials, packaging material and all such other material,
required for production and manufacturing of finished products are either provided by us or are required to
be procured by the contract manufacturer from our approved vendors.
The following tables set forth the annual installed capacity and the utilisation of our manufacturing facilities
for each product segment respective period mentioned below:

 

 

 

 

 

Quantity (MTPA)
Sr. Manufacturing Products Six months Financial Financial Financial
No. plant location’ period ended Year ended Year ended Year ended
September 30, March 31, March 31, March 31,
2021* 2021 2020 2019

1. | Khasra No. 450, 451, | Biscuits / 27,900 27,900" 23,400 20,400

452, Village | Rusks /

Lodhiwala, Tehsil - | Cookies

Bhagwanpur,

Haridwar

(Uttarakhand)

 

 

 

 

 

 

 

Note: Production in this unit started from July 2017
# The plant capacity has increased in the Financial Year ended March 31, 2021 from June 2020
*Annualised basis

‘Acquired on May 21, 2021

 

Capacity utilization* (in %)

 

 

Sr. | Manufacturing plant | S%months | Financial Year | Financial Year | Financial Year
No. locations ee ie 30, | ended March 31, | ended March ended March
PI Bioie » 2021 31, 2020 31, 2019
1, Khasra No. 450, 451, 75% 81% 73% 62%
452, Village Lodhiwala,
Tehsil - Bhagwanpur,

 

 

 

 

 

 

 

Haridwar (Uttarakhand)

* Capacity of plant depend on variety of product manufactured, SKU required and market demand.
‘Acquired on May 21, 2021

 

Procurement and raw materials

The key ingredients and raw materials required to manufacture our bakery products are wheat flour, sugar,
vegetable oil/fat, salt, skimmed milk / powdered milk, butter, refined palmolein oil, baking powder, syrup,
whole milk powder, food preservatives, emulsifiers, catalytic reagents, preservatives and flavouring agents,
L-Glucose, invert syrup and fruits. We presently procure all these raw materials from the local market based
on our relationships with local suppliers. We do not have any long-term contracts with any third parties,
and we procure all of our raw materials by way of purchase orders and therefore, are required to pay the
market rate of such products. Most raw materials used in our bakery products, including flour, sugar,
vegetable oil, butter and flavouring agents, are commodities and therefore subject to price fluctuations as a
result of seasonality, weather, demand in local and international markets and other factors.

Quality Control / Research and Development

We place great emphasis on quality assurance and product safety at each stage of the manufacturing and
packing process, right from the stage of procurement of raw materials and packing materials until the final
product is packaged and ready for distribution. Most of our units are ISO 22000 certified.

We have a qualified and experienced quality assurance team of food -technologists comprising 27
personnel, as on September 30, 2021, which ensures that adequate training is imparted to employees
working in procurement of raw materials and packing materials, up to dispatch of finished goods, on quality
assurance aspects. We have also implemented stringent quality control standards for raw material and
packing material suppliers and vendors. On-site inspections and routine audits are conducted for our
vendors and suppliers to ensure constant supply of quality products. We also conduct on site sampling for
independent tests of all materials, including our primary and secondary packaging materials, to ensure that
standards and specifications in terms of colour, odour, taste, appearance and chemical parameters of the
raw materials comply with our standard requirements as well as FSSAI requirements. Further, we maintain
manufacturing facilities and machinery and conduct our manufacturing operations in compliance with
applicable food safety standards, laws and regulations and own internal policies.

226
For the approval of finished goods, we have a uniform product quality inspection system in own units as
well as in contract manufacturing units which ensures uniform quality all across the plants.

Distribution Network

Our biscuits, cookies and rusks are sold through exclusive distributors and our well-established pan India
presence, across general trade and modern trade channels.

Our Biscuits cookies and rusks are sold through PAL and our well-established pan India presence, across
general trade and modern trade. PAL and our distribution network is as below:

India Map

Patanjali Network Ruchi Soya Network of Distributors

 

 

 

Super
Distributors

Distributors

   
 
 
  
    

Trade

Patanjali
Megastore
Patanjali_ Patanjali
Stores Chikitsalay
Data Patanjali
Arogya

Modern Trade, Exports,
Institutional sales

Grand Total

Kendra

 

H. Noodles and breakfast cereals

We have recently forayed into breakfast cereals and atta (wheat) noodles product category in June 2021 by
acquiring it under an assignment agreement from PAL at a lumpsum consideration of = 350 lakhs.

Breakfast cereals

The size of the breakfast cereals market in India is estimated to be at = 2,200 crore in FY 2020 and is
expected to grow at a high CAGR of 15% to reach a market size of ~% 4,420 crore by FY 2025. Breakfast
cereals include varieties of flakes, oats, muesli and granolas that are largely consumed with milk for
breakfast. A steady growth in the number of households adopting new breakfast categories is witnessed
which has increased the penetration of packaged cereals in the country which currently is lesser than 5%.

227
Children and the youth have been adapting to the new morning regime of breakfast cereals. (Source:
Technopak Report)

We have presence in both hot cereals and ready-to-eat cereals. Ready-to-eat cereals include corn flakes,
choco flakes, chocolious and muesli. We also cater to the Indian consumer preference for hot breakfast
through our instant wheat dalia and oats. Due to the Indian consumer preferences, this category is growing
at a must faster pace, within breakfast cereals. (Source: Technopak Report)

Our breakfast cereal product portfolio consists of corn flakes, muesli, instant wheat dalia and oats. Each of
our breakfast cereal products are prepared from natural ingredients. Our diversified product portfolio of
breakfast cereals caters to a wide range of taste preferences and consumer segments.

Noodles

The noodles category is divided into instant noodles and pasta which are ready to cook and noodles and
pastas which require preparation such as boiling and integration with other ingredients. Instant noodle and
pasta category contributes a majority share in this category. The size of the overall noodles and pastas market
in India is estimated to be at % 7,800 crore in FY 2020 and is expected to grow at a high CAGR of 10% to
reach a market size of ~% 12,500 crore by FY 2025. (Source: Technopak Report)

Most companies have turned their focused on launching healthier versions of noodles using vegetables, aata,
and oats.

Our noodles focus on healthier version of noodles and are 100% vegetarian and made from whole wheat
flour and rice bran oil unlike palm oil used popularly. These are precooked noodles and shaped into a
rectangular cake. The seasoning which comes along with the noodle pack comes packed with healthy spices
such as turmeric powder, cumin seeds, onion, ginger and garlic. Our noodles contain high fibre and protein
and go through stringent quality check processes. The noodles are manufactured with state-of-the-art
Japanese line technology. The automatic packing machine with auto feeder to pack instant noodles has
minimum hand touching. We believe that our focus on quality, our product range and effective pricing has
enabled us to develop consumer loyalty in our key markets.

The manufacturing facility for noodles has ISO 22000:2005 certification.

We have entered into a brand license agreement with PAL under which our Company has obtained a non-
exclusive license to use name and mark ‘Patanjali’ (“Brand”) for our noodles and breakfast cereals for a
royalty payable to PAL at 0.5% of the net invoiced amount.

All our products are marketed in different SKUs to meet varied needs of customers and are sold under
“Patanjali” brand. Our current portfolio of noodles and breakfast cereals comprises of 6 products across 12
SKUs and 6 products across 28 SKUs, respectively. The following table sets out certain details of the noodles
manufactured by us:

 

 

Product Line / SKU (by weight) (in
Category Variant Brand Product features grams)
Atta Noodle Chatpata Spicy flavoured atta noodles 30, 60, 240

 

Spicy flavoured atta noodles
packed in single use cup for 70
ease of preparation

Chatpata Cup
Noodle

 

 

 

 

 

 

 

 

228
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product Line / SKU (by weight) (in
Category variant Brand Product features grams)
Classic Tomato rich flavoured aata 30, 60, 240
noodles
Desi Masala Aata noodles without onion 60
and garlic
Yummy Nutritional and rich in 60
Masala vitamins and minerals.
Nutritional and rich in
Yummy vitamins and minerals.
Masala Cup Noodles packed in single 70
Noodle use cup for ease of
preparation
=a4
Sdhenwan = Indulge in the amazing 60
. spicy taste of schezwan
. { af Indulge in the amazing
Manchurian spicy taste of Manchurian 60
The following table sets out certain details of the breakfast cereals manufactured by us:
Product Line / SKU (by weight) (in
Category Variant Brand Product features grams)
Corn Flakes { Low fat, rich in iron with 3,55,00, 875
Pouch zero cholesterol
Corn Flakes Low fat, rich in iron with 2,50, 500
zero cholesterol
Zero cholesterol and trans-
Muesli Fruit fat. Rich source of minerals,
& Nuts protein, vitamins, |3,02,00, 450
antioxidant-rich honey, and
fruit extracts

 

 

229
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product Line / SKU (by weight) (in
Category Variant Product features grams)
Made from whole wheat
flour, has zero cholesterol
Choco Flakes i . 3,01,25, 250
and rich source of iron and
protein
Chocolate filled multigrain
pillow (consists of Oat,
Chocolious Rice, Corn, Whole wheat|2,01,25, 250
flour). High in protein and
has zero trans fat
Instant ‘Wheat High in fibre, no need to add 30,250
Dalia sugar
a 4,02,00,50,01,000
Plain
| Contains goodness __ of
Dalia proteins, vitamins, fibre,|2,00, 400
magnesium, calcium and
Oats iron. Prepared by natural
plants and natural
ingredients and flavours.
Masala 4,02,00,400
Tomato 4,02,00,400
Contract Manufacturing

For our Noodles and Breakfast Cereals business, the Patanjali Assignment Agreement has given us ready
access to four contract manufacturing units at Rajasthan, Uttarakhand and Haryana. Our contract
manufacturing facilities also enable us to ensure that our supply effectively meets the market demand for
our products without significant capital expenditure.

Distribution Network
Our noodles and breakfast cereals are sold through exclusive distributors and our well-established pan India

presence, across general trade and modern trade channels. Our products are also sold through Patanjali
Ayurved Limited.

230
Renewable Energy - Wind Power

We have, in the recent past, been focusing on sourcing power from renewable energy sources to off-set our
carbon footprint. As on September 30, 2021, we generate wind power at a total aggregate amount of 84.6
MW. (In May 2021, one of our windmills fell down due to natural calamity, thereby reducing our wind
power generation capacity from 85.2 MW to 84.6 MW.) This is generated from wind power projects as per
the below table:

 

 

 

 

 

 

 

 

 

State Total MW Project Mode Average PLE
Maharashtra 2.5 Sale 23.03%
Rajasthan 18.0 Sale 25.05%
Madhya Pradesh 48 Sale 25.55%
Madhya Pradesh 91 Captive 14.62%
Tamil Nadu 25 Captive 21.03%
Gujarat 15. Captive 30.66%
Karnataka 3.0 Captive 24.26%
TOTAL 84.6

 

 

 

 

 

 

231
The details of capex, expenses, revenue from wind power generation for Fiscal 2019, Fiscal 2020, Fiscal 2021 and for the six months period ended September 30, 2021
are as below:

 

Six months period ended September 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2019 Fiscal 2020 Fiscal 2021 ohh

State qi rae oe PLF | Expenses | Revenue cou PLE | Expenses | Revenue oe PLF | Expenses | Revenue — PLF | Expenses | Revenue
[Maharashtra 2.5|Sale NIL | 19.65%] 31,81,862| 2,26,37,495| NIL | 15.92%| _33,47,721] 1,71,77,860| 35,00,000| 12.45% _47,51,600| _68,71,136 -[ 23.03%| 22,53,819| _60.25,406
Rajasthan 18|Sale NIL | 16.09%] 2,32,14,643] 10,79,93,989| NIL | 15.39%) 2,55,90,645]10,35,26,219 =| 14.07%] 3,18,60,295) 9,44,27,184 =| 25.05% 7,57,84,623

1,66,13,468|
(Gujarat Sale NIL _ =| _19,55,975|_NIL : : : : : =|_1,098,191 _ =[_11,35,992
MP 48] Sale NIL | 20.15%] 9,11,75,931| 32,32,07,855| NIL | 19.52%) 9,87,50,461|31,25,59,826 =| 15.71% ]13,05,41, 212)25,14,90,289 =| 25.55% 18,31,31,003
MP 9.1|Captive NIL | 15.94% 4,20,93,199] NIL | 15.4796] 5,35,89,604) 1,43,10,00 | 11.92% 4,57,97,913 =] 14.62%] 5,97,94,028]- 2,14,20,713
0
FTamil Nadu 2.5| Captive NIL | 17.73%] __31,99,176| 2,69,02,311| NIL | 16.62%| _33,67,617| 2,32,67,226 =[15.13%| _42,03,534] 2,29,30,661 =| 21,03%| 21,60,947) _1,59,49,771
(Gujarat 1.5|Captive NIL | 26.66%] __47,09,629| _1,93,30,172| NIL | 23.92%| _45,73,068| 2,26,60,510 =[16.38%| _57,81,307|_1,27,22,161 =| 30.66%| _25,55,326| _1,14,88,864
[Karnataka 3|Captive NIL | 21.97%] _36,00,788| 4,36,38,366| NIL | 22.69% _39,29,433| 4,61,57,676 =| 19.62%| _47,06,811] 3,95,55,185 =| 24.26%| _25,17,342| _2,31,30,538
TOTAL 84.6 12,90,82,029] 58,77,59,362 13,95,58,945|57,89,58,921| 1,78,10,00| 18,18,44,759|47,48,92,720] 8,58,94,932 | 33,80,66,910
0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

232

 
MANUFACTURING OPERATIONS FOR OUR EDIBLE OIL, DERIVATIVES, EDIBLE FLOUR AND
TSP.

Our manufacturing facilities are equipped with advanced equipment and modern technology. For manufacturing
our products, we have automated machineries, which help in maintaining consistent quality, increasing
productivity and improving cost efficiency.

Production Facilities — Oil Business

As of the date of this Prospectus, we have a total of 23 processing plants (of which 17 are operational processing
plants) across India, out of which 10 are oil crushing and refinery units, with an aggregate yearly oilseed crushing
capacity of 3.71 MMT and an aggregate yearly oil refining, bakery and vanaspati capacity of 3.92 MMT.

Our inland plants generally process oilseed harvested in India, while our port-based refining plants generally
process crude edible oil from imports. Our inland plants and our port - based refining plants produce a combination
of refined oil, crude oil, vanaspati, bakery fats, soya flour and TSP.

Each of our 17 processing plants has supporting infrastructure, including storage for raw materials and finished
products, steam boilers, including backup boilers and a backup diesel generator.

Inland Plants

We have inland oilseed crushing plants at 10 locations, of which seven also have associated refining and
downstream capacities. Our inland crushing plants are located at Manglia, Nagpur, Sriganganagar, Kota, Baran,
Piparia, Guna, Daloda, Gadarwara and Washim. Out of above 10 plants 6 are operational named as Manglia,
Nagpur, Washim, Baran Guna and Sriganganagar. These plants are strategically located in the States of Madhya
Pradesh, Maharashtra and Rajasthan. Madhya Pradesh and Maharashtra account for a majority of India’s soybean
crop while Rajasthan accounts for a majority of India’s mustard crop.

Port-based Refining Plants

We have seven refining plants at seven locations across India of which six locations are close to ports and one
location is inland but with the plant substantially dependent on imports through ports. These plants are located in
Mangalore in the state of Karnataka, Patalganga in the state of Maharashtra, Haldia in the state of West Bengal,
Kandla in the state of Gujarat, Durgawati in the state of Bihar, Chennai in the state of Tamil Nadu and Kakinada
in the state of Andhra Pradesh. Out of above seven, only Durgawati in the state of Bihar is non-operational. We
have direct pipelines arrangements running from the port up to our plant for faster and more efficient transportation
of oil at our refineries in Mangalore, Haldia, Kandla and Kakianda.

Our oleochemical plant at Kandla also undertakes the production of certain soap- related products derived from
fatty acids.

Palm Crushing Mills

We have four palm mills, in close proximity to the palm plantations, with aggregate capacity of 125 MT/hr, in
which we crush palm fruit. Of which two palm mills are located at Peddapuram near Kakinada, Andhra Pradesh
(with a combined capacity of 7S5MT/hr) and two at Ampapuram, near Vijayawada, Andhra Pradesh (with a
combined capacity of SOMT/hr).

Plants for Textured soya protein

We have three plants dedicated to manufacturing TSP, of which two plants located alongside our inland oilseed
crushing plants in Manglia, Madhya Pradesh and at our port-based refining plant at Haldia, West Bengal. We also
have one plant dedicated to the production of TSP located in Jammu. The location of our plants helps in faster
and more efficient transportation of our products.

Geographic Locations and Capacity

The following map shows the geographic location of each of our processing plants, along with the location of all
our depots and offices for Fiscal ended March 31, 2021 and the six months period ended September 30, 2021.
All

 

siness operations

|) Refinery

Op integrated
@ Seed Crushing
@ Palm crushing

@ other

Gf

"y

      
 

Note: Map for representation purpose only — Not to scale

The installed capacity of our manufacturing facilities as of the six months period ended September 30, 2021, and
on March 31, 2021, March 31, 2020 and March 31, 2019 is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Kandla** j 5,40,000
Mangalore” 3,90,000

Kakinada*A ‘Andhra Pradesh 3,60,000

Chennai*” Tamil Nadu 2,82,000

Haldia** West Bengal 6,15,000 15,000
‘Karanpura\ Bihar 2,40,000

Patalgnaga*A Maharashtra 6,60,000

Manglia*A Madhya Pradesh 4,84,500 | 12,45,000 158,000
Nagpur* Maharashtra 90,000 | 4,50,000

Baran*# Rajasthan 69,000 | _3,00,000 60,000

Kota, Bundi # Rajasthan 45,000 | 210,000 45,000

Guna*# Madhya Pradesh 30,000 | 1,50,000 60,000

Gadarwara Madhya Pradesh 1,05,000 | 6,00,000

Sriganganagar*## | Rajasthan 15,000 73,200 27,600

 

 

 

 

 

 

 

 

234
As soybean and other oilseeds are seasonal crops, our utilization rates vary significantly throughout the year. We
typically process a substantial quantity of soybean between October to April, with the peak months being from
mid-October to mid-April. Our utilization rates are typically significantly lower between May and September.
Each of our oilseed crushing plants is shut down for a total of approximately 30 days a year for maintenance
during the off season, typically from August to September. Further, our inland refining plants are also shut down
for a total of approximately 30 days a year for maintenance.

During Fiscal 2020, Fiscal 2021 and six months period ended September 30, 2021, the average daily oilseed
crushing capacity of our units was 1,648 MT of oilseed per day, 1,479 MT, and 348 MT of oilseed per day
respectively. Our oilseed crushing plants operated at average utilization rates of 13%, 12%, and 6% for Fiscal
2020, Fiscal 2021 and six months period ended September 30, 2021, respectively.

The following table sets out the utilization rates for each of our inland oilseed crushing and refining plants for the
periods indicated, based on actual production as a percentage of installed capacity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months period Pistol yeae ended | Fiscalyearendal | "ty
ended September 30, ended March
“ote March 31, March 31, 31,
2021 2021 2020 2019
(in percentages)

Oilseed Crushing - Soya
Manglia, Madhya Pradesh 7% 16% 18% 25%
Guna, Madhya Pradesh 11% 0% 0% 0%
Kota, Rajasthan 0% 0% 3% 39%
Baran, Rajasthan 6% 23% 12% 8%
Sriganganagar, Rajasthan 31% 40% 30% 14%
Nagpur, Maharashtra 6% 14% 23% 7%
Washim, Maharashtra 12% 26% 36% 39%
Average utilisation for ” 9) - a
Soya seed Crushing 6% 12% 13% 16%

Oil Seed Crushing - Mustard
Guna, Madhya Pradesh 39% 55% 6% 0%
Kota, Rajasthan 0% 0% 0% 0%
Baran, Rajasthan 49% 64% 57% 61%
Sriganganagar — RSIL 11% 7% 73% 43%
Average utilisation for aa = ane
aise Seed Crushing ao. 3B ae ae

Refining
Chennai, Tamil Nadu 47% 58% 53% 47%
Kakinada, Andhra Pradesh 45% 51% 55% 48%
Mangalore, Karnataka 58% 62% 54% 57%
Kandla, Gujarat 50% 63% 65% 66%
Haldia, West Bengal 57% 55% 61% 61%
Patalganga, Maharashtra 21% 24% 22% 12%
Shri Ganganagar, 24% 17% 13% 7%
Rajasthan
Nagpur, Maharashtra 17% 43% 43% 20%
Manglia, Madhya Pradesh 7% 19% 16% 19%
Kota, Rajasthan 0% 0% 0% 0%
Karanpura, Rajasthan 0% 0% 0% 0%
Baran, Rajasthan 7% 13% 4% 3%
Average utilisation for 34% 40% 40% 37%
refining

Palm Crushing
Peddapurum, Andhra — ise aie 4%
Pradesh
‘Ampapurum, Andhra 59% 29% 2% 13%
Pradesh
Average utilisation for 66% 42% 45% 45%
Palm Crushing

TSP and Edible Soya flour
Manglia, Madhya Pradesh 32% 57% 80% 78%

 

236

 
 

 

(im MTPA)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

sr. Plant Soya TSP and
No | (* Operational) ote Refining | Crushing | Mustard aay Edible
oe Crushing | Crushing | .°O1
oya flour
Washim* Maharashtra 3,00,000
Daloda Madhya Pradesh 3,00,000
Ranipipariya Madhya Pradesh 90,000
‘Ampapuram* ‘Andhra Pradesh 3,60,000
Peddapuram* Andhra Pradesh 5,40,000
1 | Jammu (TSP)* Jammu and 12,000
Kashmir
2 Bhuvad Gujarat 28800 MTPA
TOTAL 39,25,500 | 37,18,200] 1,92,600 | 9,00,000 | _1,85,000
3 Kandla Gujarat 1,34,600 MTPA
Oleochem*
4 Lodiwala- Uttarakhand 27,900 MTPA
Haridwar
Biscuit**>

 

 

 

 

 

 

Ainclusive of vanaspati and bakery fats capacities

# inclusive of mustard cake
+## mustard cake only
$ acquired in May 21, 2021

 

 

Consolidated capacity (MTPA)

 

 

 

 

 

 

 

 

 

 

 

 

 

FY 21-22 FY 20-21 FY 2019-20 FY 2018-19

Refining 39,25,500] 39,25,500 39,25,500 39,25,500
Soya crushing 37,18,200] 37,18,200 37,18,200 37,18,200
Mustard crushing 1,92,600 1,92,600 1,92,600 1,92,600
Palm crushing 9,00,000) 9,00,000 9,00,000 9,00,000
TSP and Edible soya

flour 1,85,000] 1,85,000 1,85,000 1,85,000
Oleochemicals’ 1,34,600 1,34,600 1,34,600 1,34,600
Biscuits 27,900 * -

 

 

“acquired in May 21, 2021

Product wise capacity

The following table sets forth the installed daily capacity of our processing plants with respect to our primary
products as of the dates indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capacities in MT per day as on
Particulars March 31, March 31, September 30,
2019 2020 March 3} 2021 P2021
Crushing Soya 12,394 12,394 12,394 12,394]
Mustard Kolhu 642 642 642 642)
Soya Meal* 10,163 10,163 10,163 10,163)
Refining, Vanaspati and bakery fats 13,085 13,085 13,085 13,085]
TSP and Edible soya flour”) 617 617 617 617]
Palm fruit crushing 3,000 3,000 3,000 3,000}
Biscuits’ - - - 93}

 

 

# 82% of Soya Crushing.
acquired in May 21, 2021

(1) As edible soya flour is further processed to produce TSP, the indicated capacities for edible soya flour include edible soya flour that is

further processed into TSP.

Utilization

During Fiscal 2020, Fiscal 2021 and six months period ended September 30, 2021, our refining plants refined an
average of 5,186 MT of oil per day, 5,231 MT and 2,229 MT of oil per day, respectively. As a result, our refining
plants operated at average utilization rates of 40%, 40%, and 34% for Fiscal 2020, Fiscal 2021, and six months
period ended September 30, 2021, respectively.

235
 

 

 

 

 

 

 

 

 

 

 

 

Secononiis period Fiscal yearended | Fiecalyearended | "UCUv®
ended September 30, ended March
: March 31, March 31,
Particulars 31,
2021 2021 2020 2019
(in percentages)
Jammu, Jammu and ie 7 Ase
Kashmir
Haldia, West Bengal 87% 73% 65% 54%
Average utilisation for 240, 9 9, 9
TSP and Edible Soya flour a TT 7a 7%:
Oleochemical

Kandla, Gujarat 35% 32% 27% 27%
‘Average utilisation for "350 5 979
Oleochemical 35% 32% 27% 27%
Biscuits’
Lodiwala-Haridwar 75% 81% 73% 62%
Biscuit*$
Average utilisation for 75% 81% 73% 62%
Biscuit

 

 

 

 

 

 

 

‘acquired in May 21, 2021

We have a long term ‘Take or Pay Agreement’ with one of our Promoters, Patanjali Ayurved Limited, to ensure
sufficient cash flows of our Company for timely repayment of the facilities by assured capacity utilization of the
15 refining units owned by our Company for a term of 10 years. Pursuant to the Take or Pay Agreement, our
Company shall reserve its production capacity for 720 operational days in a contract year (i.e., twelve consecutive
months from the effective date of the Take or Pay Agreement), in total, for utilization by PAL for production. It
is clarified that in the event multiple units are operational on the same day then each unit shall be considered a
separate operational day, a schedule of the same is to be agreed upon between PAL and our Company on a monthly
basis. The raw material, packaging material, consumables, etc, for production of the PAL products are to be
supplied by PAL, additionally, PAL shall also reimburse our Company for other manufacturing expenses such as
electricity, fuel, labour cost, etc. Further, the fixed fee for allowing such production shall be (a) = 15,000 lakhs
for the first two years of the Take or Pay Agreement; (b) = 17,500 lakhs for the third year of the Take or Pay
Agreement; and (c) = 20,000 lakhs for the pendency of the Take or Pay Agreement, such fixed fee is to be paid
by PAL to our Company irrespective of any default committed by our Company or subsistence of any dispute
between our Company and PAL.

The installed capacity and average capacity utilisation of our Company is:

 

 

 

 

 

 

 

 

 

 

 

Installed capacity (MTPA) Average ane utilization
Soya Crushing 37,18,200 6%
Mustard crushing 1,92,600 29%
Refining 39,25,500 34%
Palm crushing 9,00,000 66%
TSP and Edible Soya flour 1,85,000 34%
Oleochemicals 1,34,600 35%
Biscuits 27,900 75%

 

 

As per the Take or Pay Agreement, our Company has committed to reserve its production capacity for 720
operational days in a contract year (i.e., twelve consecutive months from the effective date of the Take or Pay
Agreement), for utilisation by PAL for production out of any of its 15 plants of crushing and port-based refineries.
In a year, each plant is operational of at least 300 days. Accordingly, the total operational days for 15 plants is
estimated to 4,500 operational days out of which our Company has to reserve only 720 days in any of the plants
for PAL. This is 16% of the total available operational days.

The current capacity utilization of the port-based refinery and crushing units is 6% for Soya Crushing, 29% for
Mustard Crushing & 34% for Refining. Thus, our Company has sufficient capacity available to service the Take
or Pay Agreement for PAL.

 

 

 

 

 

Installed capacity (MTPA) Average capacity utilization (%)

 

237
 

Soya Crushing 37,18,200 6%
Mustard crushing 1,92,600 29%
Refining 39,25,500 34%

 

 

 

 

 

 

 

EQUIPMENT AND PLANT FACILITIES

As on December 31, 2021, our processing plants for edible oil contain the following major structures and facilities
used for oil seed extraction, refining and manufacturing by-products: preparatory, solvent bleacher, neutralizer
bleacher, neutralizer, extruder, mixer, separators, deodorizers, auto clave, auto cooler, sterilizer and screw press.

DISTRIBUTION, SALES AND MARKETING
Ruchi Soya’s distribution network

We have developed an extensive distribution network throughout India. The products of our Company are sold
through a Pan-India network of over 97 sale depots, 4,763 distributors who in turn reach out to 4,57,788 retail
(general trade channel) in the urban, semi-urban and rural areas of the country. Additionally, our Company has
significant indirect retail presence making it possibly to increase its overall reach as well availability of our
Company’s products across India and catering to all segments of the society.

We also focus on modern trade and e-commerce platforms which aids us in penetration of large-scale organized
retail network in India. The share of the organized network is expected to increase going forward. The quality of
retail sales and customer interface of modern retail augments the growth of packaged foods and other value-added
products. Our edible oil and soya products are also retailed through Big Basket, Wal-Mart India Private Limited,
More Retail Private Limited and Spencer’s Retail Limited.

As on March 31, 2021 Ruchi Soya’s distribution network is as follows

 

 

 

 

 

 

 

 

 

Zone Number of distributors
Central 337
West 530
South 1,346
North 1,403
East 848
Modern Trade 237
Exports and Institutional Sale 62
Total 4,763

 

 

 

 

We have developed separate distribution network for Nutrela TSP and other FMCG products with distributors
focused on distributing consumer centric products. This, give us an advantage over other players / brands who
distribute their soya chunks, using edible oil distributors. Out of the aforesaid distributors, 1,381 distributors are
for Nutrela branded products and the rest towards our other edible oil products. We divide our distribution and
sales of our manufactured products into two main segments: (i) branded consumer packs for retail sales/
institutional sales in 15kg bulk packs and (ii) sales in unbranded bulk form, such as drums and tanker trucks, for
sale to institutional customers and re-packers. Our branded consumer packs are sold through various distribution
channels in India to consumers at retail outlets in packaging ranging from 200ml up to 15kg. We also export
and/or trade in some products. We either export these directly to our customers or use the services of agents.

We have been appointed (i) as a non-exclusive authorised super distributor of Patanjali Ayurved Limited for
selling/trading of gazak & rewari, gift pack, gulab jamun, hard boiled candy, jam, ketchup, ladoo, namkeen, pickle,
rasgulla and sonpapdi across India; (ii) as a non-exclusive authorised super distributor of Divya Pharmacy for
selling/trading of divya cold & cough drops across India. For further details please see “History and Certain
Corporate Matters” at page 259.

Distribution of Consumer Pack Oil Products in India
Our consumer pack products are distributed primarily through our company depots, and through clearing and

forwarding agents. Each of the depots and agents service a network of distributors within a designated
geographical area.

238
For products produced at our plants, we sometimes also sell directly to distributors located near that plant. These
distributors, in turn, sell these products to wholesalers or retailers, who have the direct interface with end
consumers.

We do not have contractual arrangements in place with any of the intermediaries in our distribution network
including clearing and forwarding agents and distributors. We typically enter into oral, non- binding agreements
with these intermediaries and their arrangements with us are non-exclusive.

As on the date of this Prospectus, we had 97 sales depots throughout India, each of which has storage and other
logistical facilities. We generally establish and use company depots to serve certain distributors in areas where
sales are more established and justify the setting up of a depot. Distributors of our consumer pack products
generally then redistribute them directly, or indirectly through wholesalers, to retailers. We also sell consumer
packs directly to certain large institutional customers.

We generally provide credit to distributors, with the duration of the credit varying from time to time. Credit is
secured by cash deposits, on which we pay interest, or by bank guarantees, and we typically require our distributors
to provide security of an amount based on a portion of their monthly turnover.

We do not generally provide volume discounts for consumer packs sold to distributors, although we may negotiate
different pricing and terms with individual institutional customers.

Distribution of Bulk Sales Oil Products in India

Bulk sales primarily comprise sales of soybean oil, sunflower and palm oil. Bulk sales are normally made through
brokers, and to a number of institutional customers to whom we supply on a non- exclusive basis. Unbranded bulk
sales are normally made, in drums of 180kg or bulk oil tankers that can generally carry up to 20MT of oil to re-
packers that sell under their own brands.

We generally provide credit to institutional customers and bulk sale customers, with the duration of the credit
varying from time-to-time. We generally do not obtain security for credit from institutional customers. For other
bulk sales, we typically request post-dated checks or bank guarantees from end purchasers or work with brokers
that guarantee performance under the supply contract through the delivery of post-dated checks or deposits. We
provide discounts on a case-by-case basis depending on various considerations including market conditions, mode
of payment and whether sales are made directly or through brokers.

Patanjali’s distribution network

We explore both offline and online avenues of distribution to maximize our reach. We have access to Patanjali’s
distribution network, pursuant to a distribution agreement, consisting of around 3,409 Patanjali distributors, 3,326
arogya kendras, 1,301 Patanjali chikitsalayas, 273 Patanjali mega stores and 126 Patanjali super distributors. Such,
126 Patanjali super distributors and 3,409 Patanjali distributors provide access to 5,45,849 customer touch points
including over 47,316 pharmacies, chemists and medical stores, as of March 31, 2021.

The nutraceuticals will be marketed through various sales channels of our Company and of PAL including
Patanjali Order Me app. The various sales channels, having pan-India presence is divided into following different
zones:

 

 

 

 

 

 

 

 

 

General Trade Patanjali Stores Data

Super - Patanjali Patanjali Patanjali Arogya

Distributors Dee EES Nene Chikitsalaya Kendra

North 23 618 101 378 815
East 11 470 22 230 756
West 42 951 65 288 644
South a2 442 14 159 392
Central 26 928 71 246 719
TOTAL 126* 3,409* 273 1,301 3,326

 

 

 

 

 

 

 

*Provide access to 5,45,849 customer touch points including over 47,316 pharmacies, chemists and medical stores, as of March 31, 2021.

Our Brands

239
Nutraceuticals and wellness and Biscuits cookies, rusks, noodles, and breakfast cereals

Pursuant to the three brand license agreements, Patanjali Ayurved Limited (one of our Promoters and the
registered owner of the trademark ‘Patanjali’) has granted a non-transferable non-exclusive non-sub licensable
and restricted license to use its (i) trademark ‘Patanjali’ under various classes and (ii) certain copyrights, which
shall remain valid unless terminated in respect to certain licensed products for (i) nutraceuticals and wellness, (ii)
biscuits, cookies and rusks; and (iii) noodles and breakfast cereals as mentioned in the respective brand license
agreement (“Patanjali Brand”).

In consideration for such use of the Patanjali Brand, our Company shall pay:

e a royalty of 1% of the net manufactured volume of the licensed nutraceutical and wellness products on a
quarterly basis;

* a royalty of 0.5% on the total net invoices sales of the licensed biscuits, cookies and rusks products on a
quarterly basis

¢ —aroyalty of 0.5% on the total net invoices of sales of the noodles and breakfast cereal products on a quarterly
basis

For further details in respect to the brand license agreement, please see “History and Certain Corporate Matters”
at page 259.

Oil Business

Our brands enjoy a high degree of recognition in the Indian market. For a list of the primary brands under which
our refined vegetable oils are sold, refer to the sub-section titled “Vegetable Oils” under the section titled
“Manufactured Products” above.

For Fiscal 2019, Fiscal 2020, Fiscal 2021 and six months period ended September 30, 2021, sales of branded
refined oil sale comprised 90.00%, 87.81%, 84.12% and 87.87%, respectively, of our total refined vegetable oil
sales, and bulk pack sales, including trading sales, comprised 2.87%, 2.40%, 2.86% and 3.20% respectively, of
total sales for these periods. We have different brands catering to different segments of the India market.

As mentioned previously, our ‘Nutre/a’ brand is positioned as a premium brand focused on the health and wellness
platform. Our ‘Mahakosh’ brand is focused on the middle-income segment and our Ruchi Gold brand is focused
as a “mass” brand focused on the middle- and lower-income segments.

We carry out our brand advertising in the mass media including television, radio and print, as well as through
mailers and publicity at the point of sales as also on ground activities like hoarding, vehicle paintings in shop
displays etc. Mrs. Madhuri Dixit Nene is the brand ambassador, till November 30, 2022, of our products sold
under the ‘Nutrela’ and ‘Mahakosh’ brands.

Markets — Domestic and Export

We sell our products in markets within and outside India.

240
Export and Domestic Sale of Products

The following table sets out our export and domestic sale of products, and such amounts as a percentage of total
revenue, for Fiscal 2020, Fiscal 2021 and six months period ended September 30, 2021.

 

 

 

 

 

 

 

 

 

 

 

Fiscal year ended Fiscal year ended Six months period ended
Particulars March 31, 2020 March 31, 2021 September 30, 2021
(in lakhs of %, except percentages)
Net Sales (%) Net Sales (%) Net Sales (%)
Export sales 24,136.84 1.85% 40,498.44 2.51% 12,270.59 1.11%
Domestic sales 12,78,446.62 98.15% | __15,72,152.87 97.49% | 10,97,530.38 98.89%
[Total sale of products 13,02,583.46 100.0% | 16,12,651.31 | 10.00% | _11,09,800.97 100.00%

 

 

 

 

Export Sales

The following table sets out our export and domestic sale of products, and such amounts as a percentage of total
revenue, for Fiscal 2020, Fiscal 2021 and six months period ended September 30, 2021.

 

 

 

 

 

 

 

 

 

 

 

(in € lakhs)
. 5 Six months period
' Fiscal year ended Fiscal year ended
ee March 31, 2020, March 31, 2021 ented ee aah
Oil Products 140.51 1.77 -
Extraction Products 11,968.80 30,250.26 7,032.39
Vanaspati and Specialty Fats 932.99 512.40 :
Food Products 6,191.68 5,257.30 2,167.37
Others* 4,902.86 4,476.71 3,070.83
Total 24,136.84 40,498.44 12,270.59

 

 

*Includes un-allocable items.

Domestic Sales

The following table sets out domestic sales percentage by type of product for Fiscal 2020, Fiscal 2021 and for the
six months period ended September 30, 2021.

 

 

 

 

 

 

 

 

 

 

 

(in € lakhs)
7 S Six months period
; Fiscal year ended Fiscal year ended
Portola March 31,2020 March 31, 2021 eed ene:

Oil Products 10,36,642.96 13,35,288.29 8,89,641,42
Extraction Products 87,699.40 64,987.62 28,136.25
Vanaspati and Specialty Fats 68,267.46 83,291.93 57,806.78
Food Products 47,877.34 43,356.29 67,290.14
Others* 37,959.47 45,228.74 54,655.79
Total 12,78,446.62 15,72,152.87 10,97,530.38

 

 

*Includes un-allocable items.

Quality Control

We have adopted a quality control system throughout the entire production process in our processing plants. Each
of our plants has its own quality control and quality assurance team and has implemented quality control
procedures. Our quality control procedures begin with obtaining samples from various seeds and oils delivered to
us, which are then tested for, among other things, moisture and size. Each of our plants has a laboratory to conduct
tests on raw materials and vegetable oil products. We test samples of our refined oil for, among other parameters,
colour, stability and free fatty acid content at fixed regular intervals.

We are subject to the FSSAI which, prescribes certain parameters for composition of products such as the amount
of free fatty acid and moisture in the case of refined vegetable oil. While we have ongoing proceedings under the
Prevention of Food Adulteration Act 1954 or the Weights and Measurement Act 1976, we have not been convicted
by the courts for a breach of these laws.

The plant wise validity of the FSSAI licenses and FSSC and ISO certifications are as below:

241
 

 

 

 

 

 

 

 

 

 

 

 

 

 

; Iso FSSC 22000:] ISO 1s NON-
PLANT | FSSAILic: | 59900:2018 | _Ver.5.1._|14001:2015| 4s001:2018, HALAL | KOSHER | GMP GMO
Patalganga | January 31, | November 03, - - - - - - -
2027 2024
Nagpur December | November 3, - April 24, | April 24, | October 26, = - -
31, 2026 2024 2022 2022 2023
Kandla March 31, - December - - - = - -
2023 22, 2024
Baran February | November 3, - - - - = - -
16, 2027 2024
Ganganagar | February | November 3, - - - - - - -
20, 2027 2024
Chennai ‘April 3, _ | November 3, - - - November | August 31, - -
2023 2024 29, 2024 2022
Washim December | November 27, - - - - - - -
31, 2025, 2023
Guna April 4, - - - - = - - -
2023
Haldia March 12, = January 20, | Marchi7, | March 17, | April2, | August 31, - -
2023 2025 2024 2024 2024 2022
Kakinada | September - December - - August 1, | August 31, - -
1, 2023 15, 2024 2024 2022
Mangalore | April 2, - September - - August 1, | August 31, - -
2023 21, 2024 2024 2022
Mangliya April 4, = April 09, | April24, | April24, | September | August 31, | August 12, | September
2023 2024 2022 2022 02, 2022 2022 2023 | 12, 2022
Haridwar June 16, - - - - - - - -
2026

 

 

 

 

 

 

 

 

 

 

 

 

We have also developed quality, environment and health and safety policies, that seek to, among other things: (i)
achieve all round quality by improving processes and minimizing waste; (ii) collect feedback from customers and
assess their requirements and satisfaction level; (iii) provide adequate training to employees with respect to
quality-related activities; (iv) minimize risk by using appropriate technology and operating procedures and
upgrade process technology in line with changes in customers’ requirements; (v) conserve resources such as
energy, water, chemicals and fuels; (vi) minimize generation of pollution and wastes and ensure their proper
disposal; and (vii) comply with relevant quality, environment, food safety and occupational health and safety,
legal and other requirements.

RAW MATERIALS AND SUPPLIES

In relation to our Nutraceuticals and wellness business and biscuits, cookies, rusks, our Company procures all raw

materials and all packing material required for each of our product from domestic vendors. The central

procurement team of the Company is making the procurement directly from the suppliers of repute. All the

necessary quality checks are performed before the acceptance of the material by the Company.

In relation to our oil business, our principal raw materials and supplies are:

e crude vegetable oils for refining as well as for trading, primarily crude palm oil, degummed soybean oil,
sunflower oil, and groundnut oil;

¢ — oil seeds for crushing and extraction, primarily soybeans and mustard seeds;

« — soya flour for soya food products;

« chemicals and consumables used in the solvent extraction and refining processes, primarily hexane,
phosphoric acid, caustic lye and bleaching earth; and

© packaging material.

For Fiscal 2019, Fiscal 2020, Fiscal 2021 and six months period ended September 30, 2021, materials consumed
comprised 86.01%, 86.87%, 88.20% and 81.69% respectively of our total expenses.

We procure all of our raw materials on the standard payment terms that are prevailing in the relevant markets.

242
Crude Vegetable oils
We procure a majority of our crude vegetable oils directly from suppliers, and to a lesser extent, through brokers.

We procure crude palm oil for refining and trading primarily from suppliers in Malaysia and Indonesia, through
a few sourcing agents based in Singapore. Further, we procure crude degummed soybean oil and sunflower oil for
refining and branding purpose from our suppliers based in Geneva, Rotterdam, Singapore and Thailand.

As of the March 31, 2021, we procure a majority of our crude degummed soybean oil from suppliers that are
global agribusiness and food companies. Our imported crude degummed soybean oil is procured primarily for
refining at our port-based refining plants or for resale. We generally do not use imported crude soybean oil for
refining at our inland refining plants unless we do not have sufficient crude soybean oil stocks produced by our
oilseed crushing plants during the off- peak seasons.

We also procure small quantities of refined bleached deodorized palm oil for trading from the same sources. We
procure small amounts of crude groundnut oil and crude sunflower oil locally in India, mostly through brokers,
and also import some crude sunflower oil, for refining during off-peak seasons. We also procure, for production
of vanaspati, small amounts of rice bran oil, cottonseed oil and various other locally produced oils permitted to be
used for the production of vanaspati by the Gol.

We do not typically enter into any formal contractual arrangements in relation to these purchases and document
these purchases through purchase orders placed by our in-house procurement desk from the domestic and
international markets. We do not have any long-term contracts in place for the purchase of our raw materials and
undertake such purchases as and when required.

Our sourcing strategy for crude palm oil and crude soybean oil, which are the crude vegetable oils that we procure
in the largest quantities, is to seek to ensure a stable and reliable supply with frequent shipments to India to
maximize the utilization rate of our refining plants and flexibility in the timing of our procurement, while
managing the cost of raw materials and meeting our quality requirements.

Oil Seeds

We source most of our requirements of soybean seeds and mustard seeds to produce soybean oil and KGMO
domestically. Current policies of the Government, prohibit the import of whole soybean seeds except imports
from Least Developed Countries (LDC), which is allowed duty free. India imports around 3 lakh MT of Soybean
seed for crushing from LDCs. It is not viable to import rapeseed and mustard seed because of the high cost and
logistics constraints.

We purchase oil seeds locally in India through 3 primary channels: (i) directly from farmers that bring their crop
to our oilseed crushing plants for sale; (ii) through auctioneers at auction centres that act as agents and consolidate
the crops from multiple farmers; and (iii) through traders, including cooperative societies, or agents that approach
us directly. We are in the process of trying to increase the quantum of purchases of oilseeds that farmers direct to
our crushing plants as (i) these are procured at the lower cost compared to the other two channels as the additional
cost given to middleman is saved; (ii) the oilseeds is directly delivered to our oilseed crushing plants; and (iii) we
seek to maintain good relationships with these farmers. We do not enter into formal contractual arrangements with
the farmers or other intermediaries for these purchases.

The price paid to suppliers of oilseeds is based on, inter alia, domestic and international prices of seeds, oil and
meal per tonne. We take samples and test seeds that are delivered for quality based on moisture content of the
seeds, amount of sand silica and size of the seed, among other quality tests. The results of these tests are used to
adjust the agreed price based on a formula that takes into account these quality factors. We purchase a significant
proportion of the total amount of soybean seeds harvested in India.

Chemicals

Our primary chemical raw material is hexane, which is used as an oil solvent in the oil extraction process. We
procure this from two state-owned petrochemical companies, which require payment in advance. We also
purchase other chemicals including phosphoric acid, caustic lye, nickel catalyst, vitamin premixes and bleaching
earth from various supplier.

243
Under chemicals and consumables, seven to eight items account for our major spend, bleaching earth both grades
leads the spend followed by solvent — hexane, acids, nickel catalyst, vitamin premix, hydrogen gas, fertilizers for
palm plantation and diesel make the mix of spend, out of these hexane is procured from some of the leading oil
marketing companies in India. Hexane and nickel catalyst need advance payments, except nickel catalyst we have
more than one supplier.

Packaging Materials

We use packaging materials for our refined oil and derivative products, including plastic pouches and bottles as
well as metal tins and jars, cartons, lined cartons, labels, which are purchased from various suppliers. We have in-
house manufacturing capability in relation to jar and tin containers at a few of our processing plants.

For packing our edible oil, soya bari and derivatives we have different types of packaging to suit different
geographies and consumers, for primary pack we use oil film pouches, jars, pet bottles, tin container, lined cartons
for soya bari / TSP, PWS PP for soya bari bulk packs and soya meal for export, for secondary packaging we use
corrugated cartons. We have jar blowing and tin container manufacturing at our major plants, we buy bulk
container, IBF drums, drums to pack other by-products and derivatives.

Electricity and Fuel

As part of the oilseed crushing, extraction and refining process, we consume electricity and steam. We purchase
electricity from the relevant state electricity board. Each of our processing plants also has a backup diesel generator
to supplement our electricity requirements in the event of power interruptions. We purchase diesel primarily from
major state-owned petrochemical suppliers.

All of our steam requirements are satisfied by our steam boilers. Each of our processing plants has a steam boiler
and an additional reserve boiler. Our boilers are primarily dependent on coal as fuel, which we purchase primarily
from state-owned coal suppliers, outside suppliers and import coal, in few plants we use rice husk and mustard
husk.

We use a variety of fuels as per our boiler need, major fuels need is met by imported coal which account for our
major requirement, we buy linkage coal through FSA for Manglia and rest is from open market, in 2 to 3 plants
we buy rice and mustard husk also.

Export obligations

Our Company has not imported any duty-free raw material during the last five years and therefore no export
obligation is pending against it. However, one Advance License No. 5610004573 dated March 31, 2015, issued
by DGFT, Indore, is yet to be redeemed and the application for which is pending in the Office of DGFT, Indore.
We have fulfilled export obligations against the said authorisation as per obligation imposed on RSIL by the
Office of the DGFT.

COMPETITION

We compete primarily in the Indian market, except in the case of exported soybean meal where we compete with
other international suppliers. We compete generally on the basis of product quality, customer service, price,
consistency of supply and distribution capabilities with respect to our manufactured products.

The Indian oilseed processing and crushing industry is highly fragmented and generally characterized by small
scale and low efficiency plants. However, as a result of steps in governmental policy, including liberalizing the
trade system, several international players including Kuok, Wilmar, Golden Agri-Resources, Cargill and Bunge
(of which the latter two entities are also our major crude vegetable oil suppliers), have entered the Indian vegetable
oils market, resulting in increased competition.

Our branded consumer pack vegetable oils compete at the national level primarily with Fortune of Adani Wilmar
and Emami brand Healthy and Tasty and Nature Fresh brands of soybean and sunflower oil owned by Cargill, the
Fortune brand of soybean oil and sunflower oil owned by Adani Wilmar, the Sundrop brand of sunflower oil
owned by Conagra and the Dhara brand of mustard seed oil owned by the National Dairy Development Board of
India, each of which have a nationwide distribution chain and presence. (Source: Technopak Report)

244
At the regional level, we compete primarily with a number of local and regional players, notably Kaleeshwari Oil
Mills Limited in the south in case of sunflower, Gokul and Emami in the East, and Liberty Oils Mills in the West,
in terms of both consumer packs and bulk and in different types of oil. (Source: Technopak Report)

Our vanaspati competes primarily with other brands of vanaspati, including Dalda and Gagan owned by Bunge,
Rath owned by Conagra and as well as with ghee and other hydrogenated vegetable oils. Vanaspati as a category
is steadily in decline, progressively being replaced by the refined oil category mainly palm oil. (Source:
Technopak Report).

Our competitors for oil meals in India are Vippy Industries Ltd, Prestige Feed Mills, ADM Agro Industries, Adani
Wilmar etc. (Source: Technopak Report).

Our competitors for the packaged food business other than edible oils include Britannia, Parle, ITC, Marico.
Nestle, ITC, Nissan, Marico, Kelloggs, Baggrys, Pepsico, Mohan Meakin. (Source: Technopak Report).

RISK MANAGEMENT

The business of the Company is affected by fluctuations in agricultural commodity prices and foreign currency
exchange rates. The crushing business of the company is seasonal in nature with wide fluctuations in raw material
availability, which, in turn is dependent on the monsoon, crop yields, minimum support prices and other variable
factors. The edible oil refining business is dependent on imports for raw material whose prices exhibit a high
degree of volatility. The business is also exposed to regulatory risks through frequent changes in rules and customs
duty in India and exporting countries.

The Company considers the above aspects to be a core component of the business of the Company and understands
that the Company’s ability to identify and address such issues is central to achieving its corporate objectives of
maximizing value for its stakeholders.

In light of the above and in compliance of the regulatory requirements, we have implemented two separate risk
management policies, ie., Commodity Price Risk Management Policy and Foreign Exchange Risk Management
Policy.

Commodity Price Risk Management Policy

Asa company in the commodity industry, we are exposed to a number of risks that we need to manage effectively.
Accordingly, we engage in several hedging transactions on Indian commodity exchanges aimed at managing the
risk of, among others, movement in the price of agricultural commodities within and outside India, changes in
foreign exchange rates, interest rates and increases in freight costs. Keeping in view the sensitivity, we have
identified risks under crushing, refining, Vanaspati/bakery fats and branded businesses. The policy aims to ensure
specific focus towards each business line and their risks so that they can manage their risks effectively and
efficiently. All commodity price risk management activities shall come under the purview of the Commodity Price
Risk Management Group (CPRMG) is overseen by CEO of our Company. The policy prescribes a three-tier
structure to oversee the risk function within the Company. The function is headed by our Managing Director who
also represents Board’s Risk Management Committee. This policy separates commodity price risk management
into three general categories, with several distinct activity areas viz. hedging, reporting and monitoring. The
position is reviewed on a daily basis and reported to the management. From December 20, 2021, the commodity
exchanges in India inter alia have restricted (a) fresh position (including intra-day) in respect of futures contract
of crude palm oil and (b) issuance of new futures contract of crude palm oil till further notice, thereby restricting
our hedging policies in relation to crude palm oil.

Foreign Exchange Risk Management Policy

Fluctuations in foreign exchange rates affect our business in several different ways and there is a difference
between the treatment of this risk from an accounting perspective and from a business perspective. We are
substantially dependent on the import of a number of raw materials including in particular, certain types of edible
oil, for our business. From an accounting perspective, the purchase price for the raw materials is booked at the
exchange rate prevailing at the time of the initiation of the purchase transaction. However, the actual payment in
relation to the transaction is made at the exchange rate prevailing at or close to the date of payment. From an
accounting perspective, an adverse change in the exchange rate between these dates is treated as a “foreign
exchange” loss even if we have entered into a hedging transaction to manage the risk from a business perspective.

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In addition, from an accounting perspective, we are required to book the cost of hedging transactions (such as the
forward premium) as a “loss”.

By this policy we seek to reduce the adverse impact of foreign exchange fluctuations arising from our Company’s
import and export contracts and achieve competitive advantage by proactively managing foreign exchange
exposures and volatility to enhance stakeholder’s value. The policy aims to take cues from the best practices as
and when prescribed by the Regulators such as RBI, SEBI and Financial Institutions such as Banks in entirety.
The management of all foreign currency operations of the Company are centralized with the Treasury department
and work under Treasury Head/CFO, with daily reporting and strict monitoring. The team supervises and co-
ordinates with our traders who are responsible for the day-to-day execution of procurement, sales and hedging
transactions. Our risk management team also coordinates with our business development department, which is
responsible for identifying business requirements and market opportunities in order to expand and grow our
business. We also adhere to applicable Reserve Bank of India guidelines.

RESEARCH AND DEVELOPMENT

Research and development is an important part of our business. We believe we are well-equipped with resources
for developing our entire product range and as an example, have developed products which are relatively new in
India such as low absorb vegetable oils, which have “lo-absorb” technology resulting in relatively less absorption
of oil. We have also institutionalised clinical trial and consumer trials for a range of blended oils all of which we
believe will be the first of its kind product in India.

We have a road map to develop the products through new technology and processes coupled with innovative
ingredients so as to develop a range of products that can drive convenience and comfort along with health and
taste. Our research and development team has done work in developing value-added tocopherols and sterols which
enjoy high demand in the international market and are being used extensively as nutraceuticals in not only the
food industry but also in the pharmaceutical and cosmetic industries.

We also conduct research activities at our plant-based laboratories. Each of our laboratories at our oilseed crushing
plants has equipment to analyze oil protein, fiber and moisture content, while all of our laboratories have
equipment to analyze fat stability.

Our research and development program at plant level is currently focused on looking into the introduction of a
new zero-transfat vanaspati product and exploring options to introduce new palm and soya-based products. It is
also focused on the development of new soya products such as extruded products and converting by-products of
soybean oil processing to value-added products such as lecithin liquid, lecithin powder, natural vitamin E or
tocopherols and sterols. Our research and development team enables us to continue our efforts to improve the
quality of our products and the process we use to manufacture them, as well as to develop new products.

INFORMATION TECHNOLOGY

Our IT systems are vital to our business, and we have adopted IT policies to assist us in our operations. The key
functions of our IT team include establishing and maintaining enterprise information systems and infrastructure
services to support our business requirements, maintaining secure enterprise operations through, among others,
risk assessment and incident management policies.

We have installed Systems, Applications and Products in Data Processing (SAP) at our Corporate Office,
manufacturing facilities and at all our branch offices and depots, which assists us with various functions including
customer relationship management, finance, human resources and supply chain management. We generate
different reports including those for sales, stocks and the receivables statement which helps us in reviewing
actionable items.

PROPERTY
We own the land and buildings that comprise all of our processing plants, other than the land at our processing
plants in Bundi, Shri Ganganagar, Mangalore, Haldia, Guna, Baran and Jammu which are leased. We have taken

on lease the land and buildings that comprise our registered office and our head office. We lease the land and
buildings required for our other commercial premises such as our depots.

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ENVIRONMENT

The crushing of oilseeds at our oilseed crushing plants, the refining of crude soybean, palm, sunflower and mustard
seed oil and the production of our other products at our plants need to comply with various environmental rules
and regulations.

The air pollution and wastewater effluent produced by our oilseed crushing and refining plants is monitored by
the Pollution Control Board of each State in which we have these plants. These Boards are responsible for
administering the Air (Prevention and Control of Pollution) Act 1981 and the Water (Prevention and Control of
Pollution) Act 1974, the primary applicable acts promulgated by the Gol and any state laws relating to air pollution
and wastewater effluents that may be enacted by their states. They also monitor the effluent and emissions
produced by our oilseed crushing and refining operations and have authority to enforce environmental regulations,
including the imposition of fines, revocation of licenses and shutting down of operations. We are required to
obtain a no objections certificate from the pollution control board of the relevant state in order to set up a plant.

We have an effluent treatment facility at each of our plants. These treatment facilities remove certain waste
products from and soften the water that we intend to discharge so that the discharged water conforms to the
requirements of the Gol and the relevant state governments prior to discharge. This water is used to develop
greenery in the area of discharge. We dispose the sludge that is removed from wastewater at sites authorized by
the relevant state government.

Recently, Government of India with Ministry of Environment, Forest and Climate Change, has introduced Plastic
Waste Management Rules, 2016, (“PWM Rules 2016”) under which it is mandatory to reprocess plastic of all
categories (PP, HDPE, PET, MLP and NMLP) by brand owners as extended producers’ responsibility and to get
reprocessed the equivalent volume state wise which as a brand owner they have sold in the particular state. We
Ruchi Soya as a brand owner and committed towards environment protection and to comply with government
tules and regulation we are adhering to PWM Rules 2016 and are getting the entire plastic packing material
reprocessed which company has used for its entire production facilities.

We believe that our operations are currently in compliance in all material respects with applicable Indian
environmental regulations and standards. The Gol or any state government may adopt additional stricter
regulations that could require us to incur future capital expenditure and operating costs to ensure compliance with
environmental regulations in India.

INTELLECTUAL PROPERTY RIGHTS

The primary brands under which we sell our products include Nutrela, Ruchi, Ruchi Gold, Ruchi Lite, Ruchi Star,
Nutrela, Soyumm, Ruchi No. 1, Sunrich, Mandap Mahakosh, Tulsi and Patanjali.

We have a total of 234 trademarks registered with the Trademarks Registry in India and 5 trademarks registered
in foreign countries. As of September 30, 2021, we had 67 trademarks pending registration with the Trademarks
Registry in India.

We have in the aggregate 28 copyrights registered with the Trademarks Registry in India. As of September 30,
2021, we have no copyright registrations pending with the Trademarks Registry in India.

For details, of the ongoing litigation, in relation to certain trademarks see “Outstanding Litigation and Material
Developments” on page 466.

INSURANCE AND PRODUCT LIABILITY COVERAGE

We maintain insurance policies for our equipment, machinery, product liability insurance, motor vehicles and
fixed assets and for workers’ compensation. This insurance provides for the replacement cost of the assets covered
but does not cover business interruption or losses incurred as a result of terrorism. We do not carry business
interruption insurance because it is not available for companies in India at a cost-effective rate. Significant damage
to oilseed crushing plants and refineries, whether as a result of fire, flooding or other causes, would have a material
adverse effect on our business and results of operations.

We have insurance policies for our employees, with staff employees being covered under the Company’s
“Mediclaim” Policy which is for Self and Family (Floater Scheme) as well as under “Group Personal Accident”

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Policy. The personal accident policy is to cover disability and death as well as for loss of pay for
absence/attendance shortfalls during the days of absence/rest under the accident and a group medical insurance

policy.

Workmen employees are not covered under the “medic-claim” policy, and they are eligible for all claims as per
the standard ESIC Rules applicable to them. However, wherever, the Employees State Insurance Act does not
apply to the units as per the defined norms, we are bound by the workmen’s compensation policy.

In Fiscal 2019, Fiscal 2020, Fiscal 2021 and six months period ended September 30, 2021, the total aggregate
amount paid by us by way of insurance premiums was, ® 1,035.57 lakhs, € 1,051.99 lakhs, = 1,442.39 lakhs and
= 857.89 lakhs, respectively.

EMPLOYEES

As of September 30, 2021, we had 3,476 full time employees. The following table sets forth the number of
employees as of the dates indicated.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars As of September 30, 2021
General Management 91
Legal 16
Information Technology 25
Logistics 150
Import and Export 13
Manufacturing and Related Support Functions 1406
Accounts/Finance/Audit/Insurance 219
Sales and Marketing 1243
Human Resources, Administration and Personnel 179
Commercial 123
Trading a
Total 3,476

 

In addition to our full-time employees, we engage labour contractors to recruit and provide contract labour through
them. Contractors supply manpower during the peak seasons, primarily for packing, loading and unloading of raw
materials. We pay these contractors based on the job for which they have been engaged. These contractors are
required to provide such number of workers as may be required to complete such job within the agreed time frame.
We do not have a direct contract of service with these workers and do not pay these workers directly.

We have developed human resource management systems and practices. Among other goals, we sought to obtain
a performance-oriented culture and implemented a performance management system in our last fiscal year. We
also plan to develop training and development programs for different levels of employees. These programs will
help in identifying and developing the internal talent pool for critical positions in the organization.

Corporate social responsibility

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended, the Board of our Company has formed Corporate Social
Responsibility (“CSR”) Committee. The policy on CSR as approved by the Board of Directors is also hosted on
the website of the Company on www.ruchisoya.com.

Pursuant to Section 135 of the Companies Act, 2013 read with CSR policy of the Company, it is required to spend
two percent of the average net profit of the Company for three immediately preceding financial year. As the
average net profit of the Company during previous three financial years is negative, the Company is not required
to spend any amount for the CSR purpose during the year ended on March 31, 2021.

However, in light of COVID-19 epidemic, = 1,000 lakhs was paid to PM Care Fund on June 29, 2020 and paid =

661.00 lakhs to Patanjali Yogpeeth (Trust) during the period November 16, 2021 to February 2, 2022 for CSR
activities.

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KEY REGULATIONS AND POLICIES

The following is an overview of the relevant sector specific laws and regulations which are applicable to our
business and operations in India. The information detailed below has been obtained from publications available
in the public domain. The description of laws and regulations set out below are not exhaustive and are only
intended to provide general information to the investors and are neither designed nor intended to substitute for
professional legal advice. The statements below are based on the current provisions of Indian law, and remain
subject to judicial and administrative interpretations thereof, which are subject to change or modification by
subsequent legislative, regulatory, administrative or judicial decisions. For details of government approvals
obtained or applied for by us, see “Government and Other Approvals” on page 480.

Laws in relation to our business
The Food Safety and Standards Act, 2006 (“FSS Act”)

The FSS Act was enacted on August 23, 2006 with a view to consolidate the laws relating to food and to establish
the Food Safety and Standards Authority of India (“FSSAI”), for laying down science-based standards for articles
of food and to regulate their manufacture, storage, distribution, sale and import, to ensure availability of safe and
wholesome food for human consumption and for matters connected therewith or incidental thereto. The FSS Act,
among other things, also sets out requirements for licensing and registration of food businesses, general principles
of food safety, and responsibilities of the food business operator and liability of manufacturers and sellers, and
adjudication by Food Safety Appellate Tribunal.

For enforcement, under the FSS Act the ‘commissioner of food safety’, ‘food safety officer’ and ‘food analyst’
have been granted with detailed powers of seizure, sampling, taking extracts and analysis. Penalties are levied for
various defaults such as for selling food not of the nature or substance or quality demanded, sub-standard food,
misbranded food, misleading advertisement, food containing extraneous matter, for failure to comply with the
directions of Food Safety officer, for unhygienic or unsanitary processing or manufacturing of food, for possessing
adulterant. Apart from the penalties, there are punishments prescribed for selling, storing, distributing or importing
unsafe food, for interfering with seized items, for providing false information, for obstructing or impersonating a
Food Safety officer, for carrying out a business without a licence and for other subsequent offences.

The FSS Act also contains the provision for offences by the companies. Further, the Food Safety and Standards
Rules, 2011 (“FSSR”) which have been operative since August 5, 2011, provide, among other things, the
qualifications mandatory for the posts of the ‘commissioner of food safety’, ‘food safety officer ‘and ‘food
analyst’, and the procedure for taking extracts of documents, sampling and analysis.

In order to address certain specific aspects of the FSS act, the FSSAI has framed several regulations such as the
following:

(a) Food Safety and Standards (Licensing and Registration of Food Businesses) Regulations, 2011;

(b) Food Safety and Standards (Packaging and Labelling) Regulations, 2011;

(c) Food Safety and Standards (Food Product Standards and Food Additives) Regulations, 2011;

(d) Food Safety and Standards (Prohibition and Restriction on Sales) Regulations, 2011;

(e) Food Safety and Standards (Contaminates, Toxins and Residues) Regulations, 2011;

(f) Food Safety and Standards (Laboratory and Sampling Analysis) Regulations, 2011; and

(g) Food Safety and Standards (Health Supplements, Nutraceuticals, Food for Special Dietary Usage, Food for
Special Medical Purpose, Functional and Novel Food) Regulations, 2016.

The FSS Act also covers under its ambit foods for special dietary uses or functional foods or nutraceuticals or
health supplements which is defined to mean as dietary substances which can be used by human beings to
supplement their diet by increasing their total dietary intake. It also lists out certain ingredients that cannot be
found in such nutraceuticals or health supplements and lays down that to be categorised as nutraceuticals or health
supplements, the substance should not be represented as a conventional food. To further regulate nutraceuticals,
the Food Safety and Standards (Health Supplements, Nutraceuticals, Food for Special Dietary Usage, Food for
Special Medical Purpose, Functional and Novel Food) Regulations, 2016 (the “Nutraceutical Regulations”) have
been bought into force on January 1, 2018. The Nutraceutical Regulations lay down general requirements that
need to be met by companies producing such kinds of food. The Nutraceutical Regulations specifically lays down
that the quantity of nutrients added to the articles of food shall not exceed the recommended daily allowance as
specified by the Indian Council of Medical Research. The Nutraceutical Regulations also lay down that the health

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claims in respect of an article of food shall be commensurate with the adequate level of documentation and valid
proof made available for review by the Food Authority when called for. The Nutraceutical Regulations lays down
the ways in which companies producing these kinds of food should label their packages and the kind of material
that are prohibited from being used in their production. Import of foods, including Health Supplements and
Nutraceuticals are subject to the FSS (Import) Regulations 2017. No person shall import any article of food
without an import license from the Central Licensing Authority in accordance with the provisions of the Food
Safety and Standards (Licensing and Registration of Food Businesses) Regulations 2011. The regulations largely
define Nutraceuticals and Health Supplements in a similar manner.

The FSSAI has also issued a special guidance note on Food for Special Medical Purposes (FSMP). As per this
guidance note an FSMP is a food which is intended to provide nutritional support to persons who suffer from
specific disease, disorder or medical condition. FSMP’s are to be used only under the guidance of medical advice
and the same disclaimer should also be printed clearly on its package. The guidance note also provides a clear
distinguish between the various categories of products covered under the Nutraceutical regulations.

Further, FSSAI has issued guidance note on ‘Food Hygiene and Safety Guidelines for Food Businesses during
Coronavirus Disease (COVID-19) Pandemic’ (“Guidance Note”) with an intent to provide guidance to food
businesses, including their personnel involved in handling of food and other employees to prevent spread of
COVID-19 in the work environment and any incidental contamination of food/food packages. Additionally, it
also provides guidance in relation to operative mechanism such as establishment of an in-house emergency
response team in large food businesses to deal with suspected infections effectively. It mandates that employers
should have a COVID-19 Screening Protocol in place to screen all personnel entering the premise. All the
employees or visitors should be screened at entry point for the symptoms of COVID-19 such as, among others,
temperature (using non-contact type thermometer), cough and cold. The entrance shall mandatorily have measures
installed for hand hygiene. Employees and food handlers should be encouraged to self-declare any symptoms of
any respiratory illness before visiting the premises. To spread awareness and contain the spread of the disease,
employers should employ and ensure compliance with numerous measures such as, among others, display of
posters/standees/audio visuals on preventive measures for COVID-19, frequent usage of alcohol-based sanitisers,
avoidance of close contact with symptomatic personnel, usage of face masks, and frequent cleaning and
disinfection. Food businesses shall ensure that food handlers involved in food packaging should maintain a high
level of personal hygiene and social distancing. All measures shall be adopted to ensure that food packaging is
kept clean and away from sources of contamination. The Guidance Note mandates strict adherence to General
Hygiene Practices specified under Schedule 4 of Food Safety and Standards (Licensing and Registration of Food
Businesses) Regulation, 2011 (“Schedule”). The Schedule enumerates multiple compulsory measures to be
adopted by food business operators in the interest of human nutrition, safety and hygiene. The Schedule mandates
that the premises shall be clean, adequately lighted and ventilated, and sufficient free space for movement shall
be made available. In relation to packaging of the products, it requires that the confectionary products should be
wrapped/packaged only after proper cooling. No vessel, container or other equipment, the use of which is likely
to cause metallic contamination injurious to health shall be employed in the preparation, packing or storage of
food. The finished products should be refrigerated with proper labels indicating date of expiry. In relation to
personal hygiene ~all employees should wash their hands properly and they should be made aware of measures
to avoid cross-contamination. Further, among other things, eating, chewing, smoking, spitting and nose blowing
shall be prohibited within the premises especially while handling food, and persons suffering from infectious
diseases shall not be permitted to work. Any cuts or wounds shall remain covered at all time and the person should
not be allowed to come in direct contact with food.

Agricultural and Processed Food Products Export Development Authority Act, 1985 (‘APEDA Act”)

The APEDA Act established the Agricultural and Processed Food Products Export Development Authority for
the development and promotion of export of agricultural or processed food products as specified in the first
schedule of the APEDA Act. Persons exporting such products are required to be registered under the APEDA Act
and also required to adhere the specified standards and specifications and to improve their packaging. The APEDA
Act provides for imprisonment and monetary penalties for breach of its provisions. Further, the Agricultural and
Processed Food Products Export Development Authority Rules, 1986 have been framed for effective
implementation of the APEDA Act and provides for the application, grant and cancellation of registration to be
obtained by persons exporting products as specified in the schedule.

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The Factories Act, 1948 (“Factories Act”)

The term ‘factory’, as defined under the Factories Act, includes any premises which employs or has employed on
any day in the previous 12 months, 10 or more workers and in which any manufacturing process is carried on with
the aid of power, or any premises wherein 20 or more workmen are employed at any day during the preceding 12
months and in which any manufacturing process is carried on without the aid of power. State Governments have
issued rules in respect of the prior submission of plans and their approval for the establishment of factories and
registration and licensing of factories. The Factories Act mandates the ‘occupier’ of a factory to ensure the health,
safety and welfare of all workers in the factory premises. Further, the “occupier” of a factory is also required to
ensure (i) the safety and proper maintenance of the factory such that it does not pose health risks to persons in the
factory premises; (ii) the safe use, handling, storage and transport of factory articles and substances; (iii) provision
of adequate instruction, training and supervision to ensure workers’ health and safety; and (iv) cleanliness and
safe working conditions in the factory premises. If there is a contravention of any of the provisions of the Factories
Act or the rules framed thereunder, the occupier and manager of the factory may be punished with imprisonment
or with a fine or with both.

Legal Metrology Act, 2009 (“Legal Metrology Act”)

The Legal Metrology Act came into effect on April 1, 2011 and has replaced the Standards of Weights and
Measures Act, 1976 and the Standards of Weights and Measures (Enforcement) Act, 1985.The Legal Metrology
Act was enacted with the objectives to establish and enforce standards of weights and measures, regulate trade
and commerce in weights, measures and other goods which are sold or distributed by weight, measure or number
and for matters connected therewith or incidental thereto. The Legal Metrology Act provides that no person shall
manufacture, repair or sell, or offer, expose or possess for repair or sale, any weight or measure unless he holds a
licence issued by the controller. The Legal Metrology Act contains provisions for verification of prescribed weight
or measure by Government approved test centre. Qualifications are prescribed for legal metrology officers
appointed by the Central Government or State Government. It also provides for exemption regulations of weight
or measure norms for goods manufactured exclusively for export. Fee is levied under the Legal Metrology Act
for various services. A director may be nominated by a company who is responsible for complying with the
provisions of the enactment. There is penalty for offences and provision for compounding of offences under the
Legal Metrology Act. Further, it provides for appeal against the decision of various authorities and empowers the
Central Government to make rules for enforcing the provisions of the enactment.

Legal Metrology (Packaged Commodities) Rules, 2011 (“Packaged Commodities Rules”)

The Packaged Commodities Rules were framed under section 52(1) read with sections 52(2) (j) and (q) of the
Legal Metrology Act. The Packaged Commodities Rules lay down specific provisions applicable to packages
intended for retail sale, wholesale and for export and import and also regulate pre-packaged commodities in India,
inter alia by mandating certain labelling requirements prior to sale of such commodities. Legal Metrology
(Packaged Commodities) (Amendment) Rules (“Packaged Commodity Amendment Rules”) issued on June 23,
2017 have introduced important amendments to the Packaged Commodity Rules, especially in relation to e-
commerce entities. The Packaged Commodity Amendment Rules came into force from January 1, 2018. The key
provisions of the Packaged Commodity Amendment Rules are regarding the size of declarations on the label,
declaration on e-commerce platforms, declaration of name and address of the manufacturer and fine for
contravention.

Drugs and Cosmetics Act, 1940

The Drugs and Cosmetics Act, 1940 has been introduced with an aim to regulate the importing, manufacturing,
distribution and sale of drugs and cosmetics in India. The Drugs technical advisory board, The Central drugs
laboratory and the drugs consultative committee are established and composed as provided under the act. The Act
deals with ‘standard quality’ in relation to drugs to be manufactured and imported into India. Chapter IVA of the
act specifically provides provisions relating to ayurvedic, siddha, and unani (ASU) drugs, which encompass the
herbal formulations traditionally used in the Indian system of medicine. Under this Act all ASU formulations or
products were covered under the common term of drug.

Consumer Protection Act, 2019 (“COPRA, 2019”)

COPRA, 2019 came into force on August 9, 2019, replacing the Consumer Protection Act, 1986. It has been
enacted with an intent to protect the interests of consumers and to establish competent authorities in order to timely

251
and effectively administer and settle consumer disputes. COPRA, 2019 provides for establishment of a Central
Consumer Protection Authority to regulate, among other things, matters relating to violation of rights of
consumers, unfair trade practices and false or misleading advertisements which are prejudicial to the interests of
public and consumers. In order to address the consumer disputes ‘redressal mechanism, it provides a mechanism
(three tire consumer redressal mechanism at national, state and district levels) for the consumers to file a complaint
against a trader or service provider. COPRA, 2019 provides for penalty for, among others, manufacturing for sale
or storing, selling or distributing or importing products containing adulterants and for publishing false or
misleading advertisements. The scope of the punitive restraint measures employed by the act include both
monetary penalties for amounts as high as 25.00 million to imprisonment which may extend to life sentences, for
distinct offences under the act.

Bureau of Indian Standards Act, 2016 (“BIS Act”)

The BIS Act, which was notified on March 22, 2016, has been brought into force with effect from October 12,
2017, repealing and replacing the Bureau of Indian Standards Act, 1986. The BIS Act provides for establishment
of BIS to take all necessary steps for promotion, monitoring and management of the quality of goods, articles,
processes, systems and services, as may be necessary, to protect the interests of consumers and various other stake
holders. The BIS Act has enabling provisions for the Government to bring under compulsory certification regime
any goods or article of any scheduled industry, process, system or service which it considers necessary in the
public interest or for the protection of human, animal or plant health, safety of the environment, or prevention of
unfair trade practices, or national security. Further, the BIS Act also provides for, among other things, repairing
or replacement or reprocessing of standard marked goods or services sold by a certified body but not conforming
to the relevant Indian Standard.

Bureau of Indian Standards Rules, 2018 (“BIS Rules”)

Further, the Ministry, vide notification no. G.S.R. 584(E) dated June 25, 2018, has notified the BIS Rules. The
BIS Rules have been notified in supersession of the Bureau of Indian Standards Rules, 1987, in so far as they
relate to Chapter IV A of the said rules, and in supersession of the Bureau of Indian Standards Rules, 2017 except
in relation to things done or omitted to be done before such supersession. According to the BIS Rules, the Bureau
shall establish Indian Standards in relation to any goods, article, process, system or service and shall reaffirm,
amend, revise or withdraw Indian Standards so established as may be necessary.

The Essential Commodities Act, 1955 (“ECA”)

The ECA gives powers to the Central Government, to control production, supply and distribution of trade and
commerce in certain essential commodities for maintaining or increasing supplies and for securing their equitable
distribution and availability at fair prices or for securing any essential commodity for the defence of India or the
efficient conduct of military operations. Using the powers under it, various ministries/ departments of the Central
Government have issued control orders for regulating production, distribution, quality aspects, movement and
prices pertaining to the commodities which are essential and administered by them. The State Governments have
also issued various control orders to regulate various aspects of trading in essential commodities such as food
grains, edible oils, sugar and drugs. Penalties in terms of fine and imprisonment are prescribed under the ECA for
contravention of its provisions.

Indian Boilers Act, 1923 (“Boilers Act”) and Indian Boiler Regulations, 1950 (“Boilers Regulations”)

The Boilers Act intends to regulate, inter alia, the manufacture, possession and use of steam boilers. Under the
provisions of the Boilers Act, an owner of a boiler is required to get the boiler registered and certified for its use,
by the Inspector so appointed by the relevant State Government. In the event of the use of boilers in non-
compliance with the Boilers Act, a fine may be imposed on the owner of such boiler and in certain cases,
imprisonment as well. The Boilers Regulations provide for, inter alia, requirements with respect to material,
construction, safety and testing of boilers.

The Electricity Act, 2003 (“Electricity Act”)
The Electricity Act is the central legislation which covers, among others, generation, transmission, distribution,
trading and use of electricity. Under the Electricity Act, the transmission, distribution and trade of electricity are

regulated activities that require licenses from the Central Electricity Regulatory Commission (“CERC”), the State
Electricity Regulatory Commissions (“SERCs”) or a joint commission (constituted by an agreement entered into

252
by two or more state governments or the central government in relation to one or more state governments, as the
case may be).

The generating company is required to establish, operate and maintain generating stations, tie-lines, sub-stations
and dedicated transmission lines. Further, the generating company may supply electricity to any licensee or even
directly to consumers and have a right to open access, for the purpose of carrying electricity subject to availability
of adequate transmission and distribution systems and payment of transmission charges, including wheeling
charges and open access charges, as may be determined by the appropriate electricity regulatory commission. In
terms of the Electricity Act, ‘open’ access means the non-discriminatory provision for the use of transmission
lines or distribution system or associated facilities with such lines or system, by any licensee or consumer or a
person engaged in generation in accordance with the regulations specified by the appropriate electricity regulatory
commission.

Under the Electricity Act, the appropriate commission shall specify the terms and conditions for the determination
of tariff. Pursuant to the powers granted under the Electricity Act, various regulations and guidelines have been
framed by the CERC and SERCs for determination of tariff for thermal producers and generation, distribution,
transmission, allowing open access, among others.

The Electricity (Amendment) Bill, 2014 was introduced to amend certain provisions of the Electricity Act. Among
others, the amendment empowers the Gol to establish and review a national tariff policy and electricity policy.

The National Electricity Policy

The Gol approved the National Electricity Policy on February 12, 2005, in accordance with the provisions of the
Electricity Act.

The National Electricity Policy lays down the guidelines for development of the power sector and aims to
accelerate the development of power sector by providing supply of electricity to all areas and protecting interests
of consumers and other stakeholders. The National Electricity Policy recognises coal as the primary fuel for
generation of electricity and provides for certain measures such as long-term fuel supply agreements, especially
with respect to imported fuel, to give boost to companies generating electricity through coal or other sources of
fuel.

National Tariff Policy

The Gol notified the revised National Tariff Policy effective from January 28, 2016. Among others, the National
Tariff Policy seeks to ensure availability of electricity to different categories of consumers at reasonable and
competitive rates, ensure financial viability of the sector and attract adequate investments and ensure creation of
adequate capacity including reserves in generation, transmission and distribution in advance, for reliability of
supply of electricity to consumers.

Insolvency and Bankruptcy Code, 2016 (“IBC”)

The IBC was enacted with the objective of consolidating and amending the laws relating to reorganization and
insolvency resolution of corporate persons, partnership firms and individuals in a time bound manner for
maximization of the value of assets of such persons, to promote entrepreneurship, availability of credit and balance
the interests of all the stakeholders, including alteration in the priority of payment of Government dues and to
establish an Insolvency and Bankruptcy Fund, and matters connected therewith or incidental thereto. The IBC
provides for designating the NCLT and the Debts Recovery Tribunal (“DRT”) as the adjudicating authorities for
corporate persons, firms and individuals for resolution of insolvency, liquidation and bankruptcy. Section 32A of
the IBC, provides immunity to the corporate debtor in respect of offence committed prior to the date of approval
of resolution plan and the corporate debtor shall not be prosecuted for such an offence from the date of approval
of resolution plan. It further provides that no action shall be taken against the property of corporate debtor in
relation to offence committed prior to the commencement of the corporate insolvency resolution process.

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The Andhra Pradesh Oil Palm (Regulation of Production and Processing) Act, 1993, Tamil Nadu Oil Palm
(Regulation of Production and Processing) Act, 1994, and Mizoram Oil Palm (Regulation of Production &
Processing) Act, 2004 (“Palm Plantation State Laws”)

The Palm Plantation State Laws regulate: (i) supply of FFBs; (ii) price at which FFBs are purchased; (iii) specific
tax on purchase of FFBs; and (iv) operation of related production facilities. The State government is empowered
to declare any area as a factory zone for the supply of FFBs to the factory specified for the purpose. Once a
particular area is declared as a factory zone, the oil palm growers in that area are required to supply the FFBs
grown in that area only to the factory to whom the factory zone is attached and declare any particular factory zone
as occupier for such factories in the factory zone. The occupier of such factory zone is required to buy all the
FFBs produced which are offered for sale from the oil palm growers in that area, at a price which is not below the
minimum fixed price by the specified authority. If all the FFBs are not purchased at the specified price without
any valid reason, the occupier of the factory is liable to compensate the loss caused to the grower. The price is
required to be paid within 14 days, failing which, an interest of 15% per annum is levied. Further, any unpaid
price will be recovered as an arrear of land revenue. The government may by notification levy a tax not exceeding
2100 per MT on the purchase of FFBs required for use, consumption or sale in a factory. Any person or occupier
contravening the relevant Act is liable to pay the fine prescribed including a further fine if the contravention is
continuing. The occupier of the factory is any one or more of the Directors of our Company.

National Mission on Edible Oil-Oil Palm

Ministry of Agriculture & Farmers Welfare vide Press Information Bureau press release dated August 18, 2021
(“Press Release”), introduced the National Mission on Edible Oil-Oil Palm as a new centrally sponsored scheme
which will benefit the oil palm farmers, increase capital investment, create employment generation, shall reduce
the import dependence and also increase the income of the farmers. As per the Press Release there are two major
focus areas of the scheme. The oil palm farmers produce FFBs from which oil is extracted by the industry.
Presently the prices of these FFBs are linked to the international CPO prices fluctuations. For the first time, the
Government of India will give a price assurance to the oil palm farmers for the FFBs. This will be known as the
Viability Price (“VP”). This will protect the farmers from the fluctuations of the international CPO prices and
protect him from the volatility. This VP shall be the annual average CPO price of the last 5 years adjusted with
the wholesale price index to be multiplied by 14.3 %. This will be fixed yearly for the oil palm year from 1st
November to 31st October. This assurance will inculcate confidence in the Indian oil palm farmers to go for
increased area and thereby more production of palm oil. A Formula price (“FP”) will also be fixed which will be
14.3% of CPO and will be fixed on a monthly basis. The viability gap funding will be the VP-FP and if the need
arises, it would be paid directly to the farmers accounts in the form of DBT.

Laws related to Intellectual Property Rights
The Patents Act, 1970

The Patents Act, 1970 governs the patent regime in India. India is a signatory to the Trade Related Agreement on
Intellectual Property Rights (“TRIPS”); Under the Indian Patents Act, 1970 (the “Patent Act”) term invention
means a new product or process involving an inventive step capable of industrial application. A patent under the
Patent Act is an intellectual property right relating to inventions and grant of exclusive right, for limited period,
provided by the Government to the patentee, in exchange of full disclosure of his invention, for excluding others
from making, using, selling and importing the patented product or process or produce that product. The Patents
Act, 1970 provides for the following:

Recognition of product patents in respect of food, medicine and drugs;

Patent protection period of 20 years;

Patent protections allowed on imported products; and

Under certain circumstances, the burden of proof in case of infringement of process patents may be transferred
to the alleged infringer.

The Patents (Amendment) Act, 2005 has made certain changes to the Patents Act, 1970 (“Patents Act”). The
definition of inventive step in the Patents Act has been amended to exclude incremental improvements or ever
greening of patents. Now, (a) an inventive step must involve a technical advance as compared to the existing
knowledge or must have economic significance or both, and (b) the invention must be non-obvious to a person
skilled in the art. Section 3(d) of the Patents Act has been amended to exclude the following from the definition
of patents:

254
e the mere discovery of a new form of a known substance which does not result in the enhancement of the
known efficacy of that substance, or

e The mere discovery of any new property or new use for a known substance or of the mere use of a known
process, machine or apparatus unless such known process results in a new product or employs at least one
new reactant.

The Copyright Act, 1957 (“Copyright Act”)

The Copyright Act governs copyrights subsisting in original literary, dramatic, musical or artistic works,
cinematograph films, and sound recordings, including computer programmes, tables and compilations including
computer databases. Software, both in source and object code, constitutes a literary work under Indian law and is
afforded copyright protection and the owner of such software becomes entitled to protect his works against
unauthorised use and misappropriation of the copyrighted work or a substantial part thereof. Any act of this nature
entitles the copyright owner to obtain relief from a court of law including injunction, damages and accounts of
profits. Further, copyright registration is not a prerequisite for acquiring or enforcing a copyright in an otherwise
copyrightable work and once registered, copyright protection remains valid until expiry of sixty years from the
demise of the author. Reproduction of a copyrighted software for sale or hire or commercial rental, offer for sale
or commercial rental, issuing copy(is) of the computer programme or making an adaptation of the work without
consent of the copyright owner amount to infringement of the copyright. However, the Copyright Act prescribes
certain fair use exceptions which permit certain acts, which would otherwise be considered copyright
infringement.

The Trademarks Act, 1999 (“Trademarks Act”)

Trademarks enjoy protection under both statutory and common law and Indian trademark law permits the
registration of trademarks for both goods and services. The Trademarks Act governs the statutory protection of
trademarks and the prevention of the use of fraudulent marks in India. Under the provisions of the Trademarks
Act, an application for trademark registration may be made before the Trademark Registry by any person claiming
to be the proprietor of a trademark, whether individual or joint applicants, and can be made on the basis of either
actual use or intention to use a trademark in the future. Once granted, a trademark registration is valid for 10 years
unless cancelled, subsequent to which, it can be renewed. If not renewed, the mark lapses and the registration are
required to be restored. The Trademarks Acct prohibits registration of deceptively similar trademarks and provides
for penalties for infringement, falsifying and falsely applying trademarks. Further, pursuant to the notification of
the Trademark (Amendment) Act, 2010 simultaneous protection of trademark in India and other countries has
been made available to owners of Indian and foreign trademarks. The Trademark (Amendment) Act, 2010 also
seeks to simplify the law relating to transfer of ownership of trademarks by assignment or transmission and to
conform Indian trademark law to international practice.

Environmental Laws
The Environment Protection Act, 1986 (“EPA”) and the Environment Protection Rules, 1986

EPA is an umbrella legislation designed to provide, a framework for the Government to co-ordinate the activities
of various central and state authorities established under other laws, such as Water (Prevention and Control of
Pollution) Act, 1974 and the Air (Prevention and Control of Pollution) Act, 1981. EPA vests the Government with
various powers including the power to formulate rules prescribing standards for emission of discharge of
environment pollutants from various sources, as given under the Environment (Protection) Rules, 1986, inspection
of any premises, plant, equipment, machinery, and examination of processes and materials likely to cause
pollution.

EPA provides for the protection and improvement of the environment and for matters connected therewith,
including without limitation, the rule making power to the central government so as to determine the standards of
quality of air, water or soil for various areas and purposes, the maximum allowable units of concentration of
various environmental pollutants, procedure for handling of hazardous substances, the prohibition and restrictions
on the location of industries and the carrying on of processes and operations in different areas. Among other
things, these rules regulate the environmental impact of construction and development activities, emission of air
pollutants and discharge of chemicals into surrounding water bodies. Primary environmental oversight authority
is given to the Ministry of Environment and Forest (“MoEF”), the Central Pollution Control Board and the State

255
Pollution Control Board (“SPCB”). Penalties for violation of the EPA include fines up to 21,00,000 or
imprisonment of up to 5 years, or both. In addition, the MoEF looks into Environment Impact Assessment (“EIA”).
The MoEF receives proposals for expansion, modernization and setting up of projects and the impact which, such
projects would have on the environment is assessed by the ministry before granting clearances for the proposed
projects.

The Water (Prevention and Control of Pollution) Act, 1974

The Water Act mandates that the previous consent of the SPCB be taken before establishing any industry,
operation or process, or any treatment and disposal system or any extension or addition thereto, which is likely to
discharge waste or trade effluents into a stream or well or sewer or on land; or bring into use any new or altered
outlet for the discharge of sewage; or begin to make any new discharge of sewage. In addition, a cess is payable
under the Water (Prevention and Control of Pollution) Cess Act, 1977 by a person carrying on any specified
industry. The person in charge is to affix meters of prescribed standards to measure and record the quantity of
water consumed. Furthermore, a monthly return showing the amount of water consumed in the previous month
must also be submitted.

The Air (Prevention and Control of Pollution) Act, 1981

The Air Act was enacted for the prevention, control and abatement of air pollution. The State Government may
declare any area as air pollution control area and the previous consent of the SPCB is required for establishing or
operating any industrial plant in such an. Further, no person operating any industrial plant, in any air pollution
control area is permitted to discharge any air pollutant in excess of the standard laid down by the SPCB. The
persons managing industry are to be penalized if they produce emissions of air pollutants in excess of the standards
laid down by the SPCB. The SPCB also makes applications to the court for restraining persons causing air
pollution. Whoever contravenes any of the provisions of the Air Act or any order or direction issued is punishable
with imprisonment for a term which may extend to 3 months or with a fine of 710,000 or with both, and in case
of continuing offence with an additional fine which may extend to 25,000 for every day during which such
contravention continues after conviction for the first contravention.

Hazardous and Other Wastes (Management and Trans boundary Movement) Rules, 2016 (“HWM Rules”)

HWM Rules allocate the responsibility to the occupier and operator of the facility that treats hazardous wastes to
collect, treat, store, or dispose the hazardous wastes without adverse effects on the environment. Moreover, the
occupier and the operator must take steps to ensure that persons working on the site are given adequate training
and equipment for performing their work. Hazardous wastes can be collected, treated, stored and disposed of only
in such facilities as may be authorised for this purpose. The occupier is liable for damages caused to the
environment resulting from the improper handling and disposal of hazardous waste and any fine that may be levied
by the respective SPCB.

The Bio Medical Waste Management Rules, 2016 (“BMW Rules”)

Under the new regime, the coverage has increased and also provides for pre-treatment of lab waste, blood samples,
etc. It mandates bar code system for proper control. It has simplified categorisation and authorisation. The BMW
Rules apply to all persons who generate, transport, treat, dispose or handle bio-medical waste in any form. The
BMW Rules mandate every occupier of an institution generating bio-medical waste to take steps to ensure that
such waste is handled without any adverse effect to human health and environment and to set up biomedical waste
treatment facilities as prescribed under the BMW Rules. The BMW Rules further require such persons to apply
to the prescribed authority for grant of authorization and submit an annual report to the prescribed authority and
also to maintain records related to the generation, collection, storage, transportation, treatment, disposal, and/ or
any form of handling of bio-medical waste in accordance with the BMW Rules and the guidelines issued there
under.

Noise Pollution (Regulation and Control) Rules, 2000 (“Noise Pollution Rules”)
The Noise Pollution Rules regulate and control the noise producing and generating sources including from
industrial activity and sets ambient air quality standards in respect of noise for different areas/zones. The Noise

Pollution Rules provide for penalties in accordance with the EPA for use of loudspeakers, public address system,
among others, in a silence zone or area.

256
The Public Liability Insurance Act, 1991 (“Public Liability Act”)

Public Liability Act imposes liability on the owner or controller of hazardous substances for any damage arising
out of an accident involving such hazardous substances. A list of ‘hazardous substances’ covered by the legislation
has been enumerated by the Government by way of a notification under the EPA. The owner or handler is also
required to take out an insurance policy insuring against liability under the legislation. The rules made under the
Public Liability Act mandates that the employer has to contribute towards the Environment Relief Fund, a sum
equal to the premium payable to the insurer on the insurance policies.

The Explosives Act, 1884 (“Explosives Act”) and the Explosives Rules, 2008 (“Explosives Rules”)

The Explosives Act regulates the manufacture, possession, use, sale, transport, import and export of explosives
and empowers the Central Government to make rules for the regulation and prohibition of these activities in
relation to any specified class of explosives. Persons lawfully involved in these activities are required to obtain a
license from the appropriate authority in terms of the provisions of the Explosives Act. In furtherance to the
purpose of this Act, the Central Government has notified the Explosive Rules in order to regulate the manufacture,
import, export, transport and possession for sale or use of explosives.

Gas Cylinder Rules, 2016

The Department of Labour, Government of India has declared compressed gas filled in metallic containers as
explosives under Section 17 of the Explosives Act, 1884 (IV of 1884) within its meaning. The Central Government
in exercise of powers under Section 5 and Section 7 of the said Act had promulgated the Gas Cylinder Rules, 2016
to regulate filling, possession, transport and import of such gases. The objective of these Rules is to ensure safety
of the public engaged in the activity of filling, possession, transport and import of such gases in compressed or
liquefied state. A person can fill or possess such cylinders filled with compressed gas only unless they have duly
obtained the license from Chief Controller certifying the compliance with the construction standards along with
availability of necessary test and inspection certificates. It is further stated that if a compressed gas filling station
acts in a manner dangerous and defective to endanger public safety or bodily safety of any person in opinion of
Controller, then the Controller can order for such act to be remedied within the period so specified in the order.
The licenses can be transferred or amended by Chief Controller on application with fee submitted by the licensee.
The license shall be suspended or cancelled if there is any non-compliance with the provisions of Explosives Act,
1884, the Gas Cylinder Rules and other rules framed under the said act or the conditions of the licence or any
order by Central Government.

The Static and Mobile Pressure Vessels (Unfired) Rules, 2016 (the “SMPV Rules”)

The SMPV Rules had been introduced for the purpose of regulating the manufacture, filling, delivery and repair
to pressure vessels. Under the SMPV Rules, any person who desires to store or transport compressed gas needs to
obtain a license for storage and transportation of such gas. The SMPV Rules further prescribe conditions under
which the licenses can be amended, renewed, suspended or cancelled.

Labour Laws

Labour laws and regulations, including, Contract Labour (Regulation and Abolition) Act, 1970, Factories Act,
1948, Maternity Benefit Act, 1961, Workmen’s Compensation Act, 1923, Payment of Gratuity Act, 1972,
Payment of Bonus Act, 1965, Minimum Wages Act, 1948, Employee’s State Insurance Act, 1948, Employees’
Provident Funds and Miscellaneous Provisions Act, 1952, Payment of Wages Act, 1936, Equal Remuneration
Act, 1976, Child Labour (Prohibition & Regulation) Act, 1986, Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Industrial Disputes Act, 1947 are applicable to us.

The Code on Social Security, 2020 (enacted by the Parliament of India and assented to by the President of India
on September 28, 2020) will come into force on such date as may be notified in the official gazette by the Central
Government and different date may be appointed for different provisions of the Code on Social Security, 2020.
Once effective, it will subsume, the Employees’ Compensation Act, 1923, the Employees’ State Insurance Act,
1948, the Employee’s Provident Fund and Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961
and the Payment of Gratuity Act, 1972, the Employees Exchange (Compulsory Notification of Vacancies) Act,
1959, the Cine Workers Welfare Fund Act, 1981, the Building and Other Construction Workers Cess Act, 1996
and the Unorganized Workers’ Social Security Act, 2008.

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The Code on Wages, 2019 (enacted by the parliament of India and assented to by the President of India on August
8, 2019) will come into force on such date as may be notified in the official gazette by the Central Government
and different date may be appointed for different provisions of the Code on Wages, 2019. Once effective, it will
regulate wage and bonus payments and subsume the Employees Exchange (Compulsory Notification of
Vacancies) Act, 1959, the Cine Workers Welfare Fund Act, 1981, the Building and Other Construction Workers
Cess Act, 1996 and the Unorganized Workers’ Social Security Act, 2008 and subsume the Equal Remuneration
Act, 1976, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965 and the Payment of Wages Act,
1936.

The Occupational Safety, Health and Working Conditions Code, 2020 (enacted by the Parliament of India and
assented to by the President of India on September 28, 2020) will come into force on such date as may be notified
in the official gazette by the Central Government and different dates may be appointed for different provisions of
the Occupational Safety, Health and Working Conditions Code, 2020. Once effective, it will subsume, inter alia,
the Factories Act and the Contract Labour (Regulation and Abolition) Act, 1970, Inter-State Migrant Workmen
(Regulation of Employment and Conditions of Services) Act, 1996 and Building and Other Construction Workers
(Regulation of Employment and Conditions of Service) Act, 1996.

Industrial Relations Code, 2020 (enacted by the Parliament of India and assented to by the President of India on
September 28, 2020) will come into force on such date as may be notified in the official gazette by the Central
Government and different date may be appointed for different provisions of the Industrial Relations Code, 2020.
It was introduced with the intent to consolidate and amend laws relating to trade unions, conditions of employment
in industrial establishment or undertaking, investigation and settlement of industrial dispute and will repeal the
Trade Unions Act, 1926, Industrial Employment (Standing Orders) Act, 1946 and Industrial Disputes Act, 1947.

Regulation of Foreign Investment

Foreign investment in Indian securities is governed by the provisions of the Foreign Exchange Management Act,
1999, as amended (“FEMA”) read with the applicable FEMA Rules. Consolidated Foreign Direct Investment
(“FDI”) Policy consolidates and supersedes all previous press notes, press releases and clarifications on FDI
issued by the Department of Industrial Policy and Promotion (“DIPP”). Consolidated FDI Policy will be valid
until the DIPP issues an updated circular. Foreign investment is permitted (except in the prohibited sectors) in
Indian companies either through the automatic route or the approval route, where approval from the Government
or the Reserve Bank of India (“RBI”) is required, depending upon the sector in which foreign investment is sought
to be made.

Under the automatic route, the foreign investor or the Indian company does not require any approval of the RBI
or Government for investments. Where FDI is allowed on an automatic basis without the approval of the
Government, the RBI would continue to be the primary agency for the purposes of monitoring and regulating
foreign investment. Subject to the provisions of the Consolidated FDI Policy, FDI is allowed under the automatic
route in the greenfield pharmaceutical projects up to 100% and in the brownfield pharmaceutical projects up to
74% under the automatic route and beyond 74% under the approval route.

Customs Act 1962 (52 of 1962) Notification

Ministry of Finance (Department of Revenue) - has issued notification no 48/2021, 49/2021 and 53/2021 pursuant
to sub-section 1 of section 25 of the Customs Act, 1962 (52 of 1962) which confers powers on the Central
Government to exempt goods such as soya-bean oil, crude soya-bean oil, crude palm oil, crude sunflower seed oil
etc which are falling within the chapter heading, sub-heading, or tariff item of the First Schedule to the Customs
Tariff Act, 1975 (51 of 1975) when imported into India from so much of the duty of customs leviable thereon
under the said First Schedule to the Customs Tariff Act, 1975 (51 of 1975), as in excess of the amount calculated
at the standard rate specified in the said notification.

Other relevant legislations

In addition to the above, our Company is also required to comply with the provisions of the Companies Act, 2013,
The Arbitration and Conciliation Act, 1996 Indian Contract Act, 1872, Negotiable Instruments Act, 1881, Sale of
Goods Act, 1926, Foreign Trade (Development and Regulation) Act, 1992, the Foreign Trade Policy (2015

2020), Transfer of Property Act, 1882, the Registration Act, 1908 and other applicable statutes imposed by the
Centre or the State for its day-to-day operations. Our Company is also amenable to various central and state tax
laws, such as the Income Tax Act, 1961, the Customs Act, 1962, and relevant goods and services tax legislations.

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HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company

Our Company was incorporated as a public limited company in Mumbai under the Companies Act, 1956, pursuant
to a certificate of incorporation dated January 6, 1986, issued by the Registrar of Companies, Maharashtra at
Mumbai. Our Company commenced its operations pursuant to a certificate for commencement of business dated
January 14, 1986, issued by the Registrar of Companies, Maharashtra at Mumbai. Pursuant to completion of the
CIRP initiated before the National Company Law Tribunal at Mumbai in terms of the Insolvency and Bankruptcy
Code, 2016, as amended and upon implementation of the Patanjali Resolution Plan, our Company was acquired
by its Promoters. For further details in relation to the Patanjali Resolution Plan, see “- Patanjali Resolution Plan”
on page 261.

Changes in the Registered Office

The details of the changes in our Registered Office since incorporation are detailed below:

 

Effective date of change Details of change Reason(s) for change

 

‘August 16, 1999 The registered office of our Company was changed from 214, | Renovation of the
Tulsiani Chambers, Nariman Point, Mumbai 400 021 to 408, | registered office premises
Tulsiani Chambers, Nariman Point, Mumbai 400 021
January 17, 2011 The registered office of our Company was changed from 408, | Administrative
Tulsiani Chambers, Nariman Point, Mumbai — 400 021 to 614, | convenience
Tulsiani Chambers, Nariman Point, Mumbai 400 021
May 30, 2014 The registered office of our Company was changed from 614, | Administrative
Tulsiani Chambers, Nariman Point, Mumbai 400 021 to Ruchi | convenience
House, Royal Palms, Survey No. 169, Aarey Milk Colony,
Near Mayur Nagar, Goregaon (East), Mumbai 400 065

 

 

 

 

 

 

 

Main objects of our Company
The main objects contained in the Memorandum of Association of our Company are as mentioned below:

“1. To acquire, promote, establish and carry on business of manufacturers, importers, exporters, traders, dealers, and
processing of high protein soybean meal, high protein foods, soya flour, soyamil, textured proteins protein -concentrates,
protein, isolates, lectithing, glycerine, emulsifires, oils, deoiled cakes, refined oil, hydrogenated oils (Vanaspati), margarin,
peanut butter, peanut milk, refined oil from or out of cottonseeds, castor, linseeds, sunflower, soybean, ricebran, ground nut,
and other types of edible and non-edible essential and non-essential, oil seeds and vegetable seeds of all kinds by any type of
processing viz, ordinary crushing, solvent extraction, chemical or any other process, and to utilise the oils and cakes and
proteins to be produced therefrom.

2. To carry on the business of manufacture and processing of nutrition foods, cattle feeds, manure, fatty acids, soaps, perfumes,
chemicals and other products in which such oils seeds, oil cakes, and proteins are utilised and of making, preparing, and
processing of formulations and by-products of oil seeds, oils, proteins, from the products aforesaid.

3. To act dealers, whole-sellers, retailers, stockists, commission agents, representatives, selling agents, purchasing agents,
distributors, and brokers, exporters, importers manufacturers, cultivator farmers, processors, refiners of soybean, ground nut,
sesame seeds, all other oil seeds edible and non-edible, oils, vanaspati, oil cakes, protein and protein foods”.

The mains object as contained in the Memorandum of Association enables our Company to carry on the business
presently being carried out.

Amendments to our Memorandum of Association

Set out below is the amendment to our Memorandum of Association in the last ten calendar years:

 

 

Date of Shareholders aa

resolution
December 18, 2019 (Date of | Clause V of the MoA was amended to reflect the increase in authorised share capital due
implementation of Patanjali | to merger of Patanjali Consortium Adhigrahan Private Limited from % 2,53,05,00,000
Resolution Plan) divided into 1,01,02,50,000 Equity Shares of = 2 cach and 51,00,000 Cumulative

 

 

redeemable Preference Shares of % 100 each to % 9,53,05,00,000 divided into

 

 

259
 

Date of Shareholders’

resolution Amendments

 

2,11,20,50,000 Equity Shares of 2 2 each and 5,30,64,000 Cumulative Redeemable
Preference Shares of = 100 each.

 

 

 

 

Major events and milestones of our Company

The table below sets forth the key events and milestones in the history of our Company:

 

 

 

Fiscal/Calendar Year Key Events / Milestone
1986 Incorporation of our Company as a public limited company
2019-20 The Patanjali Resolution Plan as submitted by Patanjali Consortium was approved by the

National Company Law Tribunal and successfully implemented*

 

Reclassification of promoters of our Company

 

Patanjali Consortium assumed control over our Company, as per the terms of the approved
Patanjali Resolution Plan.

 

 

2020-21 Launch of three new products under the Nutrela brand, ie., a high protein chakki atta, premium
blended oil and honey
2021-22 Launch of nutraceutical and wellness products

 

Acquisition of biscuit division from Patanjali Natural Biscuits Private Limited

 

Acquisition of the noodles and breakfast cereals by an assignment agreement with Patanjali
Ayurved Limited

 

 

 

Execution of Distributor Agreement with Patanjali Ayurved Limited

 

 

“A petition was filed before the National Company Law Tribunal, Mumbai and the same was accepted on account of defaults by our Company.

Key awards, accreditations or recognitions

Post the Patanjali Resolution Plan, our Company has received the following award:

 

 

 

 

 

 

 

Sr. No. Awards, Accreditations and Recognitions Jay
award
1 Our Company has been recognised as a “Great Place to Work” by Great Place to Work Institute, 2021
India.
Our Holding Company

As on the date of this Prospectus, our Company does not have a holding company.
Our Subsidiaries, Associates and Joint Ventures

In terms of the NCLT Order and the Patanjali Resolution Plan, on and from the Implementation Date, being
December 18, 2019, (i) our Company is required to hold the Identified Entities only in the capacity of a trustee
“in trust and for the cost and benefit of the Identified Buyer”; (ii) the current management of our Company and
its Promoters are required to ensure that our Company holds the Identified Entities only in capacity of a trustee
“in trust and for the cost and benefit of the Identified Buyer”; (iii) our Company ceased to exercise control as
defined in Indian Accounting Standard 110 (Ind AS 110) — “Consolidated Financial Statements” on such Identified
Entities on and from the Implementation Date, being December 18, 2019; and (iv) the current management and
Promoters assumed access to past financial records of only our Company. Therefore, our Company does not have
any subsidiaries, associates or joint ventures as on the date of this Prospectus.

Time/cost overrun

Since December 18, 2019, other than in the ordinary course of implementation of and setting up of our
manufacturing facilities, there have been no time/cost overruns in relation to implementation of our projects.

Defaults or rescheduling/restructuring of borrowings with financial institutions/banks

Except as disclosed in “-Patanjali Resolution Plan” below, our Company has not defaulted on repayment of any
loan availed from any banks or financial institutions, since December 18, 2019.

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Except as disclosed in “-Patanjali Resolution Plan” below, the tenure of repayment of loans availed by our
Company from banks or financial institutions have not been rescheduled and nor have such loans been
restructured, since December 18, 2019.

Mergers or amalgamation

Except the scheme of amalgamation (“Scheme”) of Patanjali Consortium Adhigrahan Private Limited, our
Company has not undertaken any merger, demerger or amalgamation, since December 18, 2019. For more details,
see “-Patanjali Resolution Plan” below.

Details of material acquisition or divestments

Except as disclosed below, our Company has not acquired or divested any business/undertaking since December
18, 2019, preceding the date of this Prospectus.

Business transfer agreement executed between our Company and Patanjali Natural Biscuits Private Limited
dated May 11, 2021 (“Business Transfer Agreement”)

Pursuant to the Business Transfer Agreement, the biscuits business undertakings of Patanjali Natural Biscuits
Private Limited shall be transferred to our Company by way of actual and/or constructive delivery of possession
on the date of closing (“Closing Date”) of the Business Transfer Agreement, including the business book and
records, assets, which are capable of being transferred by actual and/or constructive delivery of possession,
contracts, employees, clearances received from approving authorities and liabilities.

Consideration. The cash consideration for the Business Transfer Agreement was % 6,002.50 lakhs, which was
payable in two tranches (i) 25% of the total consideration was paid before the Closing Date; and (ii) 75% within
90 days of the Closing Date.

Interim Management. For the period between execution of the Business Transfer Agreement and the Closing Date,
an interim management was appointed to continue the operations of the business undertaking in the ordinary
course of business and in compliance with all applicable laws.

Novation / Assignment. The Closing Date of the Business Transfer Agreement was considered as the appointed
date for the relevant business purchase contemplated under such agreement, on such date all requisite business
clearances are transferred/mutated and all the business contracts are novated/assigned to our Company.

Indemnity. Our Company, our Directors, Shareholders and affiliates shall be indemnified for any liabilities,
damages, costs, charges, expenses, (including reasonable attorney fees) claims, demands, actions and/or losses of
any nature whatsoever cause by any breach or inaccuracies of representations and warranties given or fraud by
Patanjali Natural Biscuits Private Limited.

Non-compete. The Business Transfer Agreement additionally ensures that till our Promoters continue to be our
Promoters, Patanjali Natural Biscuits Private Limited shall not, directly or indirectly, in any capacity carry on or
participate or be engaged or interested in any business which is competing to the biscuits business in India or enter
into joint ventures, partnerships, associations, consultancy or other relationships (directly or indirectly) with a
third party in relation to a competing biscuits business in India.

Financial and/or strategic partners
Our Company does not have any financial and/or strategic partners as of the date of this Prospectus.
Patanjali Resolution Plan

National Company Law Tribunal, Mumbai (“NCLT”), order dated July 24, 2019 read with order dated
September 4, 2019 approving the resolution plan of Patanjali Consortium in relation to our Company.

Standard Chartered Bank Limited and DBS Bank Limited filed a Company Petition (“Petition”) before the
National Company Law Tribunal, Mumbai Bench (“NCLT”), to initiate a Corporate Insolvency Resolution
Process (“CIRP”) against our Company on the ground that our Company defaulted in making timely repayment.
The NCLT via its order dated December 15, 2017 admitted the said Petition under Section 7 of the Insolvency
and Bankruptcy Code, 2016, as amended (“IBC”) and initiated a CIRP against our Company. The amounts
presented and admitted before the resolution professional, was a total amount of = 12,14,631 lakhs, out of which
% 8,37,742 lakhs were owed to the secured financial creditors, = 1,00,732 lakhs to unsecured financial creditors,
% 4,496 lakhs towards claims by government authorities, and an amount of % 2,71,661 lakhs was claimed by the
operational creditors. Shailendra Ajmera was appointed as the Resolution Professional (“Resolution
Professional”) by the Committee of Creditors (“COC”) in its meeting held on January 12, 2018, to manage the
affairs of our Company and undertake the insolvency proceedings. The Resolution Professional invited
submission of resolution plans from prospective eligible resolution applicants on April 18, 2018, as per Regulation
36A (5) of the CIRP Regulations, 2016. Pursuant to invitation, resolution plans were submitted by four resolution
applicants on May 2, 2018 i.e. from Adani Wilmar Limited, consortium of Patanjali Ayurved Limited, Divya Yog
Mandir Trust (through its business undertaking, Divya Pharmacy), Patanjali Parivahan Private Limited and
Patanjali Gramudyog Nayas (collectively, “Patanjali Consortium”), Godrej Agrovet Limited and Emami
Agrotech Limited. The resolution plan submitted by Patanjali Consortium (“Patanjali Resolution Plan”) was
approved by the COC on April 30, 2019 by a majority of 96.95% of the members of the COC and by the orders
of the NCLT dated July 24, 2019 read with September 4, 2019.

As per the NCLT Order, a monitoring committee was constituted for the term of the Patanjali Resolution Plan to
supervise the implementation of the Patanjali Resolution Plan, the same consisted of three representative of the
creditors and three representatives of Patanjali Consortium and the monitoring agent. As per the Patanjali
Resolution Plan proposed and implemented on December 18, 2019, out of % 4,35,000 lakhs offered by Patanjali
Consortium, = 4,23,500 lakhs was utilized to pay to each class of creditors and stakeholders, while the remaining
2 11,500 lakhs was towards equity infusion for improving operations of our Company. Further, all liabilities of
the Company pertaining to the period prior to September 06, 2019 were settled in full and final, (a) = 4,05,319
lakhs to the secured financial creditors; (b) %1,492 lakhs towards workmen and employee dues; (c) = 4,000 lakhs
to unsecured financial creditors; (d) = 2,500 lakhs towards claims by government authorities; (e) = 9,000 lakhs to
operational creditors; and (f) = 1,189 lakhs to provide counter bank guarantee.

As per the terms of the Patanjali Resolution Plan, post settlement of the insolvency resolution professional costs
and the settlement of the liabilities in full and final, all liabilities, damages, demands, penalties, losses, claims of
any nature whatsoever arising out of non-compliance pertaining to the period on or before the date of the approval
of the Patanjali Resolution Plan, would be extinguished and settled in perpetuity.

Post the acceptance of the Patanjali Resolution Plan, our Company sent a clarification letter (“Letter”) dated
September 23, 2019 to the Registrar of Companies, Maharashtra at Mumbai indicating the implementation of the
reduction, cancellation and consolidation of the share capital of our Company and implementation of the scheme
of amalgamation (“Scheme”) of Patanjali Consortium Adhigrahan Private Limited with our Company. As per the
terms of Patanjali Resolution Plan the existed issued, subscribed and paid-up equity share capital of our Company
was reduced from 2 66,82,01,444 divided into 33,41,00,722 shares having face value of % 2 each to 2 66,82,014
divided into 33,41,007 equity shares having face value of 2 each, thereby reducing the value of issued, subscribed
and paid-up equity share capital of our Company by 2 66,15,19,430 divided into 33,07,59,715 equity shares having
face value of 2 2 each the existing issued, subscribed and paid-up 2,00,000 cumulative redeemable preference
shares of 7100 each stood fully cancelled and extinguished. The Letter also informed the RoC that pursuant to the
Scheme, Patanjali Consortium Adhigrahan Private Limited would stand dissolved. Further, from implementation
of the Patanjali Resolution Plan in terms of the applicable NCLT Order, our Company was required to hold entities
which are not core to the Company’s business and related to the erstwhile promoters of the Company, i.e. 11
erstwhile subsidiaries (including erstwhile step-down subsidiaries) and one erstwhile joint venture (collectively
the “Identified Entities”) only in the capacity of a trustee (appointed by the NCLT) “in trust and for the cost and
benefit of the Identified Buyer” and no longer as a shareholder or promoter of the Identified Entities. Accordingly,
from December 18, 2019 onwards, our Company was not required to prepare consolidated financial statements in
accordance with Companies Act and applicable provisions of Ind-As.

Pursuant to the Patanjali Resolution Plan, applicable NCLT Order, and terms of IBC, our Company would not be
subject to any adverse consequences, including, incurring any disqualification at any forum, on account of any
defaults, claims, liabilities, losses, penalties or damages arising in relation to the Identified Entities

Pursuant to the Patanjali Resolution Plan, our Company through its letter dated November 26, 2020, intimated the
Stock Exchanges of the respective approvals received on November 25, 2020 from NSE and BSE, for the re-
classification of the erstwhile members of the promoters and promoter group as public shareholders and
classification of the applicants who are inter alia the Promoters, as the new promoters of our Company.

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Other material agreements

Except as disclosed below, our Company has not entered into any other subsisting material agreement, other than
in the ordinary course of business. Nothing contained in the below mentioned agreements may be pre-judicial to
or adverse to the interest of the public shareholders.

Brand license agreement executed between Patanjali Ayurved Limited (“PAL”) and our Company dated May
11, 2021 (“Biscuits Brand License Agreement”)

Pursuant to the Biscuits Brand License Agreement, PAL has granted a non-transferable non-exclusive non-sub
licensable and restricted license of their intellectual property to our Company.

Term. The Biscuits Brand License Agreement shall continue unless terminated by either PAL or our Company in
accordance with Biscuits Brand License Agreement.

Quality Control. PAL shall retain the right to oversee the use of the intellectual property by our Company for the
preservation of the culture, reputation and value associated with the same.

Use of Marks. We are permitted to use the intellectual property including trademarks under class 30, 35 and 39
for the following Patanjali, Doodh Label with Patanjali Logo, Doodh Label, Patanjali Creamfeast, Patanjali Twisty
Tasty, Patanjali Paushtik Marie and Aarogya and copyrights for Patanjali (both English and Hindi logo), to be
used in connection with or in association with namkeen biscuits, jeera cookies, twisty tasty, digestive cookies
(whole wheat), top lite biscuits, nutty delite, doodh biscuit, butter cookies, cashew cookies, aarogya biscuit, nariyal
biscuit, marie biscuit, paushtik marie, creamfeast elaichi, creamfeast choco, creamfeast orange, creamfeast
chocolates, high kick cracker, crunchy coconut cookies, atta doodh rusk and suji elaichi rusk.

Payments. We have to pay a royalty of 0.5% on the total net invoices of sales on a quarterly basis to PAL for use
of the intellectual property.

No royalty has been paid till date as the Biscuits Brand License Agreement was entered into on May 11, 2021 and
the payment of royalty is stipulated on a quarterly basis under the Biscuits Brand License Agreement.

Transfer and Charges. We are not permitted to transfer or permitted to sub-license the marks to any third party
or otherwise allow them to use the intellectual property.

Indemnity. In case of breach of terms of the Biscuits Brand License Agreement by one party which may lead to
any liabilities, damages, costs, charges, expenses, (including reasonable attorney fees) claims, demands, actions
and/or losses of any nature whatsoever to the other party, the party causing such liabilities, damages, costs,
charges, expenses, (including reasonable attorney fees) claims, demands, actions and/or losses of any nature
whatsoever shall indemnify the other party, its directors, shareholders and its affiliates.

Termination. The Biscuits Brand License Agreement may be terminated based on the mutual agreement of both
the parties.

Tt can be terminated in case of breach of the terms, warranties and or covenants of the Biscuits Brand License
Agreement and defaulting party fails to remedy the breach within a period of 30 days.

PAL can also terminate the Biscuits Brand License Agreement to our Company, in case (i) without any notice
upon change in the existing management or promoters of our Company; (ii) without any notice our Company at
any time making any arrangements or compositions with our creditors; (iii) by providing a notice of 30 days to
our Company, our Company at any time post the execution date, enters into in any scheme of arrangement; (iv)
without any notice our Company at any time post the execution date being adjudicated/declared insolvent/
bankrupt by a competent authority; (v) without any notice an order made by the competent authority ordering the
winding up of our Company whether voluntarily or otherwise.

  
Brand license agreement executed between Patanjali Ayurved Limited (“PAL”) and our Company dated June
2, 2021 (“Nutraceuticals Brand License Agreement”) read along with addendum dated June 29, 2021
(“Addendum to Nutraceuticals Brand License Agreement”) and amendment agreement to the brand license
agreement dated February 15, 2022 (“Addendum Agreement to the Nutraceuticals Brand License Agreement”)

Pursuant to the Nutraceuticals Brand License Agreement read with Addendum to Nutraceuticals Brand License
Agreement, PAL has granted a non-transferable non-exclusive, non-sub licensable and restricted license of their
intellectual property to our Company.

Term. The Nutraceuticals Brand License Agreement shall commence on June 2, 2021 and shall continue unless
terminated in accordance Nutraceuticals Brand License Agreement.

Quality Control. PAL shall retain the right to oversee the use of the intellectual property by our Company for the
preservation of the culture, reputation and value associated with the same.

Use of Marks. We are permitted to be use the intellectual property including trademarks under class 5 for the
following Patanjali and copyrights for Patanjali (both English and Hindi logo), to be used in connection with or
in association with Nutrela VIT B12 Natural, Nutrela Iron Complex Natural, Nutrela VIT D2 K Natural, Nutrela
Bone Health Natural, Nutrela Diabetic Care, Nutrela Renal Care, Nutrela Ortho Care, Nutrela Cancer Care,
Nutrela Mother's Plus, Nutrela Prostate Care, Nutrela Liver Care, Nutrela Piles Care, Nutrela Cough & Cold Care,
Nutrela Male Vitality, Nutrela Female Vitality, Nutrela Female's Pride, Nutrela 100% Whey Performance, Nutrela
Isopure Gold, Nutrela Natural EAA Bars, Nutrela Weight Gain, Nutrela Men's Superfood, Nutrela Women's
Superfood, Nutrela Kids Superfood, Nutrela Slim Choice, Nutrela Daily Active, Nutrela Daily Energy, Nutrela
Women Daily Vital, Nutrela Kid's Daily Vital, Nutrela Omega 3,6,7,9 Organic, Nutrela Collagen Beauty, Nutrela
VIT C + Zinc Natural Chew Tab and Nutrela Spirulina Natural.

Payments. We have to pay a royalty of 1% on the total net manufactured volume on a quarterly basis to PAL for
use of the intellectual property.

No royalty has been paid till date as the Nutraceuticals Brand License Agreement was entered into on June 2,
2021 and the payment of royalty is stipulated on a quarterly basis under the Nutraceuticals Brand License
Agreement.

Transfer and Charges. We are not permitted to transfer or permitted to sub-license the marks to any third party or
otherwise allow them to use the intellectual property.

Indemnity. In case of breach of terms of the Nutraceuticals Brand License Agreement by one party which may
lead to any liabilities, damages, costs, charges, expenses, (including reasonable attorney fees) claims, demands,
actions and/or losses of any nature whatsoever to the other party, the party causing such liabilities, damages, costs,
charges, expenses, (including reasonable attorney fees) claims, demands, actions and/or losses of any nature
whatsoever shall indemnify the other party, its directors, shareholders and its affiliates.

Termination. The Nutraceuticals Brand License Agreement may be terminated based on the mutual agreement of
both the parties.

Tt can be terminated in case of breach of the terms, warranties and or covenants of the Nutraceuticals Brand
License Agreement and defaulting party fails to remedy the breach within a period of 30 days.

Further, PAL can terminate the Nutraceuticals Brand License Agreement without any notice to our Company, in
case (i) upon change in the existing management or promoters of our Company; (ii) our Company at any time
making any arrangements or compositions with our creditors; (iii) our Company at any time post the execution
date, enters into in any scheme of arrangement; (iv) our Company at any time post the execution date being
adjudicated/declared insolvent/ bankrupt by a competent authority; (v) an order made by the competent authority
ordering the winding up of our Company whether voluntarily or otherwise.

Brand license agreement executed between Patanjali Ayurved Limited and our Company dated June 2, 2021
(“Breakfast Cereals and Noodles Brand License Agreement”)

Pursuant to the Breakfast Cereals and Noodles Brand License Agreement, PAL has granted a non-transferable
non-exclusive non-sub licensable and restricted license of their intellectual property to our Company.

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Term. The Breakfast Cereals and Noodles Brand License Agreement shall commence on June 2, 2021 and shall
continue unless terminated in accordance with Breakfast Cereals and Noodles Brand License Agreement.

Quality Control. PAL shall retain the right to oversee the use of the intellectual property by our Company for the
preservation of the culture, reputation and value associated with the same.

Use of Marks. We are permitted to be use the intellectual property including trademarks under class 30, 35 and 39
for the following Patanjali and Chocolious and copyrights for Patanjali (both English and Hindi logo), to be used
in connection with or in association with chocos, chocolious chocos fill pillow, cornflakes, oats, choco flakes,
instant wheat dalia, muesli, noodles and cup noodles.

Payments. We have to pay a royalty of 0.5% on the total net invoices sales on a quarterly basis to PAL for use of
the intellectual property.

No royalty has been paid till date as the Breakfast Cereals and Noodles Brand License Agreement was entered
into on June 2, 2021 and the payment of royalty is stipulated on a quarterly basis under the Breakfast Cereals and
Noodles Brand License Agreement.

Transfer and Charges. We are not permitted to transfer or permitted to sub-license the marks to any third party or
otherwise allow them to use the intellectual property.

Indemnity. In case of breach of terms of the Breakfast Cereals and Noodles Brand License Agreement by one
party which may lead to any liabilities, damages, costs, charges, expenses, (including reasonable attorney fees)
claims, demands, actions and/or losses of any nature whatsoever to the other party, the party causing such
liabilities, damages, costs, charges, expenses, (including reasonable attorney fees) claims, demands, actions and/or
losses of any nature whatsoever shall indemnify the other party, its directors, shareholders and its affiliates.

Termination. The Breakfast Cereals and Noodles Brand License Agreement may be terminated based on the
mutual agreement of both the parties and defaulting party fails to remedy the breach within a period of 30 days.

Tt can be terminated in case of breach of the terms, warranties and or covenants of the Breakfast Cereals and
Noodles Brand License Agreement.

Further, PAL can terminate the Breakfast Cereals and Noodles Brand License Agreement without any notice to
our Company, in case (i) upon change in the existing management or promoters of our Company; (ii) our Company
at any time making any arrangements or compositions with our creditors; (iii) our Company at any time post the
execution date, enters into in any scheme of arrangement; (iv) our Company at any time post the execution date
being adjudicated/declared insolvent/ bankrupt by a competent authority; (v) an order made by the competent
authority ordering the winding up of our Company whether voluntarily or otherwise.

Brand license agreement executed between Patanjali Ayurved Limited (“PAL”) and our Company dated June
29, 2021 (“Edible Oil Brand License Agreement”)

Pursuant to the Edible Oil Brand License Agreement, PAL has granted a non-transferable non-exclusive, non-sub
licensable and restricted license of their intellectual property to our Company.

Term. The Edible Oil Brand License Agreement shall commence on June 29, 2021 for a term of five years.

Use of Marks. We are permitted to be use the intellectual property including trademarks under class 29 and 30 for
Patanjali and copyrights for Patanjali (both English and Hindi logo), to be used in connection with or in association
with soybean refined oil, sunflower oil and mustard oil.

Payments. We have to pay a royalty of % 5 per tin / jar plus GST on the net invoiced sales on a quarterly basis to
PAL for use of the intellectual property. The royalty will be charged in respect to total sales of such license
products through our distribution network and no royalty is payable on direct sales of edible oils to PAL.

No royalty has been paid till date as the Edible Oil Brand License Agreement was entered into on June 29, 2021
and the payment of royalty is stipulated on a quarterly basis under the Edible Oil Brand License Agreement.
Transfer and Charges. We are not permitted to transfer or permitted to sub-license the marks to any third party or
otherwise allow them to use the intellectual property.

Termination. PAL can terminate the Edible Oil Brand License Agreement without any notice to our Company, in
case (i) upon change in the existing management of our Company; (ii) our Company at any time making any
arrangements or compositions with our creditors; (iii) our Company at any time post the execution date being
adjudicated/declared insolvent/ bankrupt by a competent authority; (iv) an order made by the competent authority
ordering the winding up of our Company whether voluntarily or otherwise; and (v) upon breach of any or all the
terms and conditions and stipulations contained in the Edible Oil Brand License Agreement.

Indemnity. Our Company is liable to indemnify PAL, its officers, directors, agents and employees against all costs,
expenses and losses (including reasonable attorneys’ fine and cost) incurred through claims of third parties against
PAL based on the manufacture or sale of the products using the intellectual property licensed under the Edible Oil
Brand License Agreement, including but not limited to actions founded on product liability.

Contract Manufacturing Agreement executed between our Company and Patanjali Ayurved Limited (“PAL”)
dated June 2, 2021 (“Contract Manufacturing Agreement”) read along with addendum to the Contract
Manufacturing Agreement dated June 29, 2021 and read along with the second addendum dated August 14,
2021 (“Second Addendum to Contract Manufacturing Agreement”) and read along with third addendum dated
February 15, 2022 (“Third Addendum to Contract Manufacturing Agreement”)

Pursuant to the Contract Manufacturing Agreement read with Addendum to Contract Manufacturing Agreement,
our Company has engaged with PAL for manufacturing, packaging along with labelling (“Activities”) of
nutraceutical products of our Company including Nutrela Weight Gain, Nutrela Isopure Gold 1 Kg, Nutrela
Isopure Gold 2 Kg, Nutrela Daily Energy, Nutrela 100% Whey Performance 1 Kg, Nutrela 100% Whey
Performance 2 Kg, Nutrela Daily Active, Nutrela Bone Health Natural, Nutrela VIT B12 Natural, Nutrela Iron
Complex Natural, Nutrela Vit D2 K Natural (In Two Flavour Vanilla & Orange), Nutrela VIT C + Zinc Natural
Chew Tab, Nutrela Spirulina Natural, Nutrela Men's Superfood, Nutrela Women's Superfood, Nutrela Kids
Superfood, Nutrela Diabetic Care, Nutrela Veg Collagen Powder, Nutrela Collagenprsh Skin Super Food, Nutrela
Renal Care, Nutrela Mother's Plus, Nutrela Slim Choice, Nutrela Women Daily Vital, Nutrela Veg Collagen
Powder, Nutrela Weight Gain 2 kg, Nutrela Isoveda 2 Kg, Nutrela Ortho care 360 g, Nutrela Peanut Butter,
Nutreala Natural Moringa Tablets, Nutrela Almond Spread, Nutrela Hazelnut Spread, Nutrela Veg Collagen
Builder, Nutrela Veg Collagen Powder, Nutrela Super Antioxidant Capsules, Nutrela Sugar Free Tablets, Nutrela
Isoveda 1 Kg.

Term. The Contract Manufacturing Agreement shall continue unless terminated in accordance with Contract
Manufacturing Agreement.

Payments. Our Company is to pay compensation for Activities as agreed upon for each product pursuant to PAL.
raising an invoice against our Company.

Quality Control. The Activities undertaken by PAL would be in accordance with the specifications provided by
our Company. All raw material for the products as well as packaging material procured by our Company and
provided to the PAL at its manufacturing unit.

Termination. The Contract Manufacturing Agreement can be terminated (a) by the mutual written consent of the
Parties; (b) in case of non-performance of the terms; (c) in case of insolvency or bankruptcy of either party; (d)
PAL ceases to carry on its business and or its license, registration or permits are revoked, cancelled or terminated
for any reason whatsoever; (e) there is change in ownership or management of PAL or our Company; (f) PAL is
not following the specifications directed by the Company or does not accord with standards prescribed under
Applicable Laws / FSSAI / Drug & Cosmetic Act; (g) in the event either party commits a material breach of any
of the terms of the agreement and fails to remedy such breach within a period of 60 days; (h) in the event any
regulatory authority or agency prevents, restricts or prohibits either of the parties from executing, delivering or
performing its obligations under the Contract Manufacturing Agreement; (i) by either Party serving a termination
notice to the other.

Indemnity. Our Company has the right to claim the damages, losses, penalties occurred to us caused by including
but not limited to manufacturing defect.

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Audit. PAL agrees to maintain and provide to Company, upon Company’s request, access to complete and accurate
records: (i) relating to the Products and the Services, including without limitation records relating to any rejected
Product; (ii) as required to be maintained by applicable laws and regulations; and (iii) as reasonably requested by
Company to be maintained by the manufacturer.

Exclusivity. PAL supplies the products to our Company at the exclusion of any other party and within the terms
of the Contract Manufacturing Agreement will not supply the products to any other body corporate, firms, retailer,
distributor either directly or indirectly during the term of the agreement.

Non-Compete. PAL shall not, directly or indirectly, in any capacity carry on or participate or be engaged or
interested in any business relating to certain nutraceutical products in India or enter into joint ventures,
partnerships, associations, consultancy or other relationships (directly or indirectly) with a third party in relation
to certain nutraceutical products in India, till our Promoters continue to be our Promoters.

Transfer. PAL is not entitled to transfer or assign, partially or entirely, any of its rights or obligation under the
Contract Manufacturing Agreement to another without prior written consent from our Company. However, our
Company is entitled to assign its rights, obligation hereunder to any of its affiliates, subsidiary, and group
companies.

Take or Pay agreement executed between our Company, Patanjali Ayurved Limited (“PAL”) and SBICap
Trustee Company Limited dated January 17, 2020 read with First Supplement and Amendment Agreement to
Take or Pay Agreement dated July 21, 2020.

The Take or Pay Agreement was entered into to ensure sufficient cash flows of our Company for timely repayment
of the facilities by assured capacity utilization of the 15 refining units owned by our Company for a term of 10
years.

SBI Cap Trustee Company Limited (“Security Trustee”) has been appointed by the lenders i.e., Union Bank of
India, Punjab National Bank, Canara Bank (erstwhile Syndicate Bank), Indian Bank (erstwhile Allahabad Bank)
and State Bank of India as the security trustee to act for the benefit and on behalf of the lenders of our Company.
As stipulated under the Take or Pay Agreement, the Company and PAL have undertaken that they will provide
schedule of every plant’s production capacity reserved for PAL to the Security Trustee on a quarterly basis.
Further, the Security Trustee has a right to compel specific performance of the terms of the Agreement in event
of breach of terms of the same by the Company or PAL. The Company’s rights and benefits under the Agreement
are assigned in favour of the Security Trustee pursuant to the terms of the Take or Pay Agreement and hence the
fixed fee for allowing PAL to produce consequent to the Company reserving its production capacity being (a) =
15,000 lakhs for the first two years; (b) = 17,500 lakhs for the third year; and (c) = 20,000 lakhs for the pendency
of the Take or Pay Agreement will utilised towards the repayment obligation of the Company under the term loan
facility agreement dated December 12, 2019 and the COVID-19 emergency credit line.

Term. The Take or Pay Agreement is valid for a term of 10 years from the execution date.

Operating Standards. The raw material, packaging material, consumables, etc, for production of the PAL products
are to be supplied by PAL, additionally, PAL shall also reimburse our Company for other manufacturing expenses
such as electricity, fuel, labour cost, etc.

Termination. The Take or Pay Agreement can be terminated with the mutual consent of the parties and SBICAP
Trustee Company Limited.

Payment. PAL pays a fixed fee for such production (a) = 15,000 lakhs for the first two years of the Take or Pay
Agreement; (b) = 17,500 lakhs for the third year of the Take or Pay Agreement; and (c) = 20,000 lakhs for the
pendency of the Take or Pay Agreement, such fixed fee is to be paid by PAL to our Company irrespective of any
default committed by our Company or subsistence of any dispute between our Company and PAL.

Distributor Agreement executed between our Company and Patanjali Ayurved Limited (“PAL”) dated June 2,
2021 (“Distributor Agreement”)

Pursuant to the Distributor Agreement, PAL is appointed as a non-exclusive authorised distributor of our
Company.
Term. The Distributor Agreement shall continue unless terminated in accordance with the terms of Distributor
Agreement.

Engagement. PAL can further engage any sub-distributor, super distributor and/or any exclusive store.

Payment. PAL is entitled to a profit margin on the products as decided and communicated by our Company from
time to time.

Termination. Our Company has the right to terminate the Distributor Agreement immediately upon happening of
one or more of the following events: (a) should PAL, in the opinion of our Company, become incapable of
providing the services / facilities under the Distributor Agreement and the duties thereunder, or should PAL
position at any time be such as in the absolute discretion of our Company render it inexpedient to continue to act
as its distributor; (b) should there be any alteration in the composition or constitution of PAL unless such alteration
shall have first been agreed to by our Company in writing; (c) should PAL fail to carry out any instructions given
to it for proper working of the Distributor Agreement within specified period after being required in writing by
our Company to do so; (d) should PAL default under or fail in performance of any material term or condition of
the Distributor Agreement or otherwise be in material breach of the Distributor Agreement; or (e) Should PAL
misbehaves with the employees of our Company / Super Distributor, Channel partner, retailers/ customers.

Sales Target. PAL is assigned product-wise and territory-wise targets by our Company for each month.
Ownership. The ownership of the products will be transferred to PAL upon delivery.

Use of Intellectual Property. PAL is not permitted to use the trademarks and other intellectual property rights of
our Company other than in connection with the distribution or selling of the products.

Indemnity. In case of breach of terms of the Distributor Agreement by one party which may lead to any liabilities,
damages, costs, charges, expenses, (including reasonable attorney fees) claims, demands, actions and/or losses of
any nature whatsoever to the other party, the party causing such liabilities, damages, costs, charges, expenses,
(including reasonable attorney fees) claims, demands, actions and/or losses of any nature whatsoever shall
indemnify the other party, its directors, shareholders and its affiliates.

Confidentiality. Each party shall hold in confidence and shall not divulge, disclose or communicate to any third
party any confidential information of a written or oral nature, which is received by it from the other party.

Super Distributor Agreement executed between Patanjali Ayurved Limited (“PAL”) and our Company dated
June 29, 2021(“PAL Super Distributor Agreement”)

Pursuant to the PAL Super Distributor Agreement, our Company is appointed as a non-exclusive authorised super
distributor of PAL for selling/trading of gazak & rewari, gift pack, gulab jamun, hard boiled candy, jam, ketchup,
ladoo, namkeen, pickle, rasgulla and sonpapdi (“PAL Products”) across India on a non-exclusive basis.

Term. The PAL Super Distributor Agreement shall remain valid unless terminated in accordance with the terms
thereof.

Engagement. Under the terms of the PAL Super Distributor Agreement, our Company will distribute and sell,
PAL Products through our own distribution network. Our Company is free to appoint any sub-distributor, super
distributor and/or any exclusive store to expand our distribution network.

Payment. Our Company is required to purchase the PAL Products against 100% advance and if the sale is on
credit basis, then our Company is required to pay the outstanding amount within 15 days from the date of receiving
the PAL Products. Our Company is entitled to a profit margin on the products as decided and communicated by
PAL from time to time.

Sales Target. Our Company is assigned product-wise and territory-wise targets by PAL for each month.

Ownership. The ownership of the products will be transferred to our Company upon delivery.

Use of Intellectual Property. Our Company is not permitted to use the trademarks and other intellectual property
rights of PAL other than in connection with the distribution or selling of the PAL Products.

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Confidentiality. Each party shall hold in confidence and shall not divulge, disclose or communicate to any third
party any confidential information of a written or oral nature, which is received by it from the other party

Termination. PAL has the right to terminate the PAL Super Distributor Agreement immediately upon happening
of one or more of the following events: (a) should our Company, in the opinion of PAL, become incapable of
providing the services / facilities under the PAL Super Distributor Agreement and the duties thereunder, or should
our Company position at any time be such as in the absolute discretion of PAL render it inexpedient to continue
to act as its distributor; (b) should there be any alteration in the composition or constitution of our Company unless
such alteration shall have first been agreed to by PAL in writing; (c) should our Company fail to carry out any
instructions given to it for proper working of the PAL Super Distributor Agreement within specified period after
being required in writing by PAL to do so; (d) should our Company default under or fail in performance of any
material term or condition of the PAL Super Distributor Agreement or otherwise be in material breach of the PAL
Super Distributor Agreement; or (e) should our Company misbehaves with the employees of PAL, channel
partner, retailers/ customers.

Indemnity. Our Company and PAL shall indemnify the other party (including its management, directors, officers,
employees, agents, advisors etc.) inter-alia for any breach of representation and/or warranty or failure of
performance pursuant to the terms of the PAL Super Distributor Agreement for any liabilities, damages, costs,
charges, expenses, (including reasonable attorney fees) claims, demands, actions and/or losses of any nature
whatsoever to the other party.

Super Distributor Agreement executed between Divya Pharmacy (a business undertaking of Divya Yog Mandir
Trust) and our Company dated June 29, 2021(“Divya Pharmacy Super Distributor Agreement”)

Pursuant to the Divya Pharmacy Super Distributor Agreement, our Company is appointed as a non-exclusive
authorised super distributor of Divya Pharmacy for selling/trading of divya cold & cough drops (“Divya Pharmacy
Products”) across India on a non-exclusive basis.

Term. The Divya Pharmacy Super Distributor Agreement shall remain valid unless terminated in accordance with
the terms thereof.

Engagement. Under the terms of the Divya Pharmacy Super Distributor Agreement, our Company will distribute
and sell, Divya Pharmacy Products through our own distribution network. Our Company is free to appoint any
sub-distributor, super distributor and/or any exclusive store to expand our distribution network.

Payment. Our Company is required to purchase the Divya Pharmacy Products against 100% advance and if the
sale is on credit basis, then our Company is required to pay the outstanding amount within 15 days from the date
of receiving the Divya Pharmacy Products. Our Company is entitled to a profit margin on the products as decided
and communicated by Divya Pharmacy from time to time.

Sales Target. Our Company is assigned product-wise and territory-wise targets by Divya Pharmacy for each
month.

Ownership. The ownership of the products will be transferred to our Company upon delivery.

Use of Intellectual Property. Our Company is not permitted to use the trademarks and other intellectual property
rights of Divya Pharmacy other than in connection with the distribution or selling of the Divya Pharmacy Products.

Confidentiality. Each party shall hold in confidence and shall not divulge, disclose or communicate to any third
party any confidential information of a written or oral nature, which is received by it from the other party

Termination. Divya Pharmacy has the right to terminate the Divya Pharmacy Super Distributor Agreement
immediately upon happening of one or more of the following events: (a) should our Company, in the opinion of
Divya Pharmacy, become incapable of providing the services / facilities under the Divya Pharmacy Super
Distributor Agreement and the duties thereunder, or should our Company position at any time be such as in the
absolute discretion of Divya Pharmacy render it inexpedient to continue to act as its distributor; (b) should there
be any alteration in the composition or constitution of our Company unless such alteration shall have first been
agreed to by Divya Pharmacy in writing; (c) should our Company fail to carry out any instructions given to it for
proper working of the Divya Pharmacy Super Distributor Agreement within specified period after being required

269
in writing by Divya Pharmacy to do so; (d) should our Company default under or fail in performance of any
material term or condition of the Divya Pharmacy Super Distributor Agreement or otherwise be in material breach
of the Divya Pharmacy Super Distributor Agreement; or (e) should our Company misbehaves with the employees
of Divya Pharmacy, channel partner, retailers/ customers.

Indemnity. Our Company and Divya Pharmacy shall indemnify the other party (including its management,
directors, officers, employees, agents, advisors etc.) inter-alia for any breach of representation and/or warranty or
failure of performance pursuant to the terms of the Divya Pharmacy Super Distributor Agreement for any
liabilities, damages, costs, charges, expenses, (including reasonable attorney fees) claims, demands, actions and/or
losses of any nature whatsoever to the other party.

Assignment agreement executed between Patanjali Ayurved Limited (“PAL”) and our Company dated June 2,
2021 (“Patanjali Assignment Agreement”)

Pursuant to the Patanjali Assignment Agreement, PAL has assigned its rights and obligations under certain
contract manufacturing agreement with various third parties for the purposes of manufacturing of Noodles and
various breakfast cereals products to our Company.

Payment. The cash consideration for the Patanjali Assignment Agreement was % 350.00 lakhs.

Non-compete. PAL shall not, directly or indirectly, in any capacity carry on or participate or be engaged or
interested in any business relating to certain noodles and breakfast cereals products in India or enter into joint
ventures, partnerships, associations, consultancy or other relationships (directly or indirectly) with a third party in
relation to a certain noodles and breakfast cereals products in India, till our Promoters continue to be our
Promoters.

Purchase Agreement executed between Patanjali Ayurved Limited (“PAL”), and our Company dated December
24, 2021. (“Purchase Agreement”)

Pursuant to the Purchase Agreement our Company has engaged with PAL for process, packaging along with
labelling and selling the manufactured and packed product to PAL as specified in the Purchase Agreement. Our
Company retains all liability for production, its personnel, safety, facilities and other items associated with the
Services. The commercial and payment terms are to be released for the products within 60 days of the receipt of
the invoice.

Term: The Purchase Agreement shall continue up to 3 (three) years and is subject to early termination in
accordance with the Purchase Agreement

Quality Control: All activities of procurement, processing, handling and packaging the product will be undertaken
by our Company under the brand of Patanjali.

Termination: The Purchase Agreement- can be terminated (a) by either party giving the opposite party not less
than 30 days’ notice (b) failure of our company to meet product specifications (c) a material breach by the either
party of any of the other terms of this Agreement that is not remedied within thirty (30) days after receipt of
written notification (d) three or more material breaches in any consecutive twelve (12) months period, even if
remedied in a thirty (30) days period (e) incase of insolvency or bankruptcy of either party (f) failure of any of the
facilities to pass a quality audit by Patanjali or an agent acting on Patanjali’s behalf (g) as otherwise expressly
provided elsewhere in the agreement.

Indemnity: Our Company agrees to indemnify PAL and its customers against any and all claims, demands, action,
suits, proceedings, judgements, damages, liabilities, losses, fines, penalties, costs and expenses, including
reasonable attorney fees.

Audits and Inspection: PAL may during our company’s normal business hour audit and inspect the facilities and
storage locations and review and obtain copies of our company’s records and retained samples pertaining to the
product to the product to the extent reasonably necessary to determine compliance with the terms of the agreement.

Exclusivity: Our Company shall not produce any exclusive product for Patanjali. Further all the product packed
under the brand name of Patanjali shall only be sold to Patanjali.

Independent Parties: Nothing in this Agreement may be construed to create a relationship between the parties of
principal- agent, master- servant. Partners or joint ventures. Our Company is an independent seller and has no
authority to legally bind Patanjali. Each party will be solely responsible for the acts and omissions of its own

270
employees and agents and will also be responsible for all the wages and obligations, whether compulsory or in
nature of fringe benefits, due to its own employees or agents.

Revaluation of assets

Our Company has not revalued its assets in the 10 years preceding the date of this Prospectus.

Details of shareholders’ agreements

As on the date of this Prospectus, there are no subsisting shareholders’ agreements.

Other confirmations

Except as disclosed in “Our Promoters and Promoter Group” on page 287, neither our Promoters nor any of the
Key Managerial Personnel, Directors or employees of our Company have entered into an agreement, 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 the dealings of the securities of our Company.

271
OUR MANAGEMENT
Board of Directors

The Articles of Association require that our Board shall comprise of not less than three Directors and not more
than 14 Directors.

As on the date of filing this Prospectus, we have six Directors on our Board, of whom three are Independent
Directors (including one woman Director), one is an Executive Director and two of whom are Non-Executive
Non-Independent Directors. Our Company is in compliance with the corporate governance norms prescribed
under the SEBI Listing Regulations and the Companies Act, 2013 in relation to the composition of our Board and
constitution of committees thereof.

The following table sets forth the details of our Board as of the date of this Prospectus:

 

 

 

 

 

Name, designation, date of birth, address, re
occupation, current term, period of directorship and ee Other directorships
DIN (years)
Acharya Balkrishna 49 = Patanjali Food and Herbal Park Noida Private
Limited;
Designation: Chairman and Non-Executive Non- = Patanjali Food and Herbal Park Nagpur
Independent Director Private Limited;
= Patanjali Food and Herbal Park Bundelkhand
Date of birth: July 25, 1972 Private Limited;
= Yogakshem Sansthan;
Address: 41 KH Dadu Bagh Kankhal, Haridwar, * — Patanjali Food and Herbal Park Andhra
Uttarakhand - 249408 Sansthan;
"Vedic Broadcasting Limited;
Occupation: Self Employed = Gangotri Ayurveda Private Limited;
= Chaitanya Ayurveda Private Limited;
Current term: With effect from August 18, 2020, liable = Patanjali Ayurved Limited;
to retire by rotation. = Social Revolution Media & Research Private
Limited;
Period of directorship: Director since December 18, = Omgreen Agro Private Limited;
2019 *  Patanjali Food and Herbal Park Private
Limited;
DIN: 01778007 = Patanjali Wellness Limited;
= Patanjali Aarogya Private Limited;
"  Herbo Yog Gram Private Limited;
*  Himalick Herbo Healthcare Private Limited;
and
= Patanjali Ayurved Private _—_Limited,
Kathmandu (Nepal)
Ramdev 51 |= Yogakshem Sansthan
Designation: Non-Executive Non-Independent Director
Date of birth: January 10, 1971
Address: 41k, Dadu Bagh, Kankhal, Haridwar,
Haridwar, Uttarakhand — 249408
Occupation: Social Worker
Current term: With effect from December 18, 2019,
liable to retire by rotation.
Period of directorship: Director since December 18,
2019
DIN: 08086068
Ram Bharat 42 = Gangotri Ayurveda Private Limited;
= Chaitanya Ayurveda Private Limited;
Designation: Managing Director *  Patanjali Natural Biscuits Private Limited;

 

 

 

 

272
 

 

 

 

 

 

 

 

Name, designation, date of birth, address, en
occupation, current term, period of directorship and ei Other directorships
ae (years)
Parakram Security India Private Limited;
Date of birth: July 30, 1979 Universal T V Network Private Limited;
Mohan Fabtech Private Limited;
Address: House no. 90, Vidhya Vihar Colony, Kankhal, Patanjali Peya Private Limited;
Haridwar, Uttarakhand — 249408 Patanjali Paridhan Private Limited;
Krishna Dal Mill Private Limite
Occupation: Self Employed Patanjali Ayurved Limited;
Vedic Ayurmed Private Limited;
Current term: August 19, 2020 to December 17, 2022, Atri Papers Private Limited;
not liable to retire by rotation. Herbo Yog Gram Private Limited;
Patanjali Biscuits Private Limited;
Period of directorship: Director since December 18, Divya Packmaf Private Limited; and
2019 Patanjali Aarogya Private Limited
DIN: 01651754
Girish Kumar Ahuja 75 Amber Enterprises India Limited;
Devyani Food Industries Limited;
Designation: Independent Director RJ Corp Limited;
Flair Publications Private Limited
Date of birth: May 29, 1946 Unitech Limited*;
Sidwal Refrigeration Industries Private
Address: A 53, Kailash Colony, Greater Kailash $.O., Limited;
South Delhi, Delhi - 110048 Ever Electronics Private Limited;
Devyani International Limited; and
Occupation: Self Employed Dharampal Satyapal Limited
Current term: For a term of three years with effect from
December 18, 2019
Period of directorship: Director since December 18,
2019
DIN: 00446339
Tejendra Mohan Bhasin 65 SBI Cards and Payment Services Limited;
PNB Gilts Limited;
Designation: Independent Director IDBI Intech Limited;
PNB Housing Finance Limited; and
Date of birth: May 23, 1956 SBI Life Insurance Company Limited
Address: 331, Bhera Enclave, Opp. Radisson Blue Hotel,
Paschim Vihar, West Delhi — 110 087
Occupation: Professional
Current term: For a term of three years with effect from
August 13, 2020
Period of directorship: Director since August 13, 2020
DIN: 03091429
Gyan Sudha Misra 72 Indiabulls Real Estate Limited;
Indiabulls Housing Finance Limited;
Designation: Independent Director Yaarii Digital Integrated Services Limited;
Olectra Greentech Limited; and
Date of birth: April 28, 1949 Indiabulls Life Insurance Company Limited
Address: D-78, Panchsheel Enclave, Delhi — 110 017
Occupation: Legal Professional on Arbitrations
Current term: For a term of three years with effect from
August 13, 2020

 

 

 

273

 
 

Name, designation, date of birth, address,

occupation, current term, period of directorship and Bae Other directorships
ane (years)

Period of directorship: Director since August 13, 2020

 

DIN: 07577265

 

 

 

 

 

*He was appointed as nominee director of the Gentral Government on the board of directors of Unitech Limited with effect from January 22,
2020, vide order no. legal-10/01/2020 dated January 22, 2020, issued by the Central Government, in compliance of order dated January 20,
2020 passed by the Supreme Court of India in civil appeal no. 10856/2016.

Brief profiles of our Directors

Acharya Balkrishna is the Chairman and Non-Executive Non-Independent Director of our Company. He holds
a degree of Doctor of Letters (Yoga) (Honoris Causa) from Swami Vivekananda Yoga Anusandhana Sansthan
(deemed university) and degree of Doctor of Letters (Honoris Causa) from Awadhesh Pratap Singh
Vishwavidyalaya, Rewa, Madhya Pradesh. He is the general secretary of Divya Yog Mandir Trust. He joined
Patanjali Ayurved Limited on January 13, 2006. He has been instrumental in the promotion and formation of
Patanjali Ayurved Limited and became the managing director of Patanjali Ayurved Limited on October 1, 2007.
He has received the “UNSDG 10 Most Influential People in Healthcare” award on May 25, 2019, “Ganga” award
by Parmarth Niketan, Rishikesh in June 2018 and “Indian of the year business category -2017” award by CNN-
News 18 on November 30, 2017. Apart from his association with our Company, he is a director on the boards of
Patanjali Ayurved Limited, Patanjali Food and Herbal Park Noida Private Limited, Patanjali Food and Herbal Park
Nagpur Private Limited, Patanjali Food and Herbal Park Bundelkhand Private Limited, Yogakshem Sansthan,
Patanjali Food and Herbal Park Andhra Sansthan, Vedic Broadcasting Limited, Gangotri Ayurveda Private
Limited, Chaitanya Ayurveda Private Limited, Social Revolution Media & Research Private Limited, Omgreen
Agro Private Limited, Patanjali Food and Herbal Park Private Limited, Patanjali Wellness Limited, Patanjali
Aarogya Private Limited, Herbo Yog Gram Private Limited, Himalick Herbo Healthcare Private Limited and
Patanjali Ayurved Private Limited, Kathmandu (Nepal).

Ramdev is the Non-Executive Non-Independent Director of our Company. He holds a degree of Doctor of Science
(Honoris Causa) from Dr. D. Y. Patil Vidyapeeth, Pune for his unique contributions to yoga and ayurvedic
medicine, a degree of Doctor of Science (Honoris Causa) from Amity University, Uttar Pradesh, a degree of
Doctor of Philosophy (Honoris Causa) from KIIT University, Bhubaneshwar, and a degree of Doctor of Laws
(Honoris Causa) from Berhampur University. He is the president of Divya Yog Mandir Trust. Apart from his
association with our Company, he is a director on the board of Yogakshem Sansthan.

Ram Bharat is the Managing Director of our Company. He has cleared his high school and intermediate from
the Board of High School and Intermediate Education, Uttar Pradesh. He joined Patanjali Ayurved Limited on
October 1, 2011 as CGM-Purchase, he is currently a non-executive director at Patanjali Ayurved Limited. Apart
from his association with our Company, he is a director on the boards of Gangotri Ayurveda Private Limited,
Chaitanya Ayurveda Private Limited, Patanjali Natural Biscuits Private Limited, Parakram Security India Private
Limited, Universal T V Network Private Limited, Mohan Fabtech Private Limited, Patanjali Peya Private Limited,
Patanjali Ayurved Limited, Patanjali Paridhan Private Limited, Krishna Dal Mill Private Limited, Vedic Ayurmed
Private Limited, Atri Papers Private Limited, Herbo Yog Gram Private Limited, Patanjali Biscuits Private Limited,
Divya Packmaf Private Limited and Patanjali Aarogya Private Limited.

Girish Kumar Ahuja is the Independent Director of our Company. He holds a bachelor’s degree and master’s
degree in commerce from University of Delhi. He holds a degree of doctor of philosophy from University of
Delhi. He is a fellow member of the Institute of Chartered Accountants of India. He is the author of 22 books on
various aspects of taxation. Apart from his association with our Company, he is a director on the boards of Amber
Enterprises India Limited, Devyani Food Industries Limited, RJ Corp Limited, Flair Publications Private Limited,
Unitech Limited, Sidwal Refrigeration Industries Private Limited, Ever Electronics Private Limited, Devyani
International Limited and Dharampal Satypal Limited.

Tejendra Mohan Bhasin is the Independent Director of our Company. He holds a bachelor’s degree in law and
a master’s degree in business administration from the University of Delhi. He is an associate of the Indian Institute
of Bankers. He is also a doctor of philosophy from the Faculty of Management Sciences, University of Madras.
He has been conferred with honorary fellowship by Indian Institute of Banking and Finance. He was appointed as
the vigilance commissioner in central vigilance commission by the President of India. Presently, he is the chairman
of Advisory Board for Banking Frauds constituted by the central vigilance commission, in consultation with RBI.

274
He was formerly associated with Oriental Bank of Commerce as the general manager. He was the executive
director on the board of United Bank of India and the chairman and managing director of Indian Bank. Apart from
his association with our Company, he is a director on the boards of SBI Cards and Payment Services Limited,
PNB Gilts Limited, IDBI Intech Limited, PNB Housing Finance Limited and SBI Life Insurance Company
Limited.

Gyan Sudha Misra is the Independent Director of our Company. She is a retired Judge of the Supreme Court of
India. She was a member on the panel of arbitrators as on May 4, 2015. Apart from her association with our
Company, she is a director on the boards of Indiabulls Real Estate Limited, Indiabulls Housing Finance Limited,
Yaarii Digital Integrated Services Limited, Olectra Greentech Limited and Indiabulls Life Insurance Company
Limited.

Details of directorship in companies suspended or delisted

None of our Directors is or was a director of any listed company, whose shares are or were suspended from being
traded on any stock exchanges, in the last five years prior to the date of this Prospectus, during the term of their
directorship in such company.

Further, none of our Directors is, or was, a director of any listed company, which has been or was delisted from
any stock exchange during the term of their directorship in such company.

Relationships between our Directors and Key Managerial Personnel

Except Ram Bharat, who is the brother of Ramdev, none of our Directors are related to each other or to any other
Key Managerial Personnel.

Arrangement or understanding with major Shareholders, customers, suppliers or others

None of our Directors have been nominated, appointed or selected pursuant to any arrangement or understanding
with our major Shareholders, customers, suppliers or others.

Service contracts with Directors

Our Company has not entered into any service contracts with our Directors which provide for benefits upon the
termination of their employment.

Borrowing Powers

Our Company has, pursuant to a special resolution passed by the Shareholders at the extra-ordinary general
meeting dated February 20, 2020, subject provisions of section 180(1)(c) and all other provisions applicable of
the Companies Act, 2013 and the rules made thereunder and subject to the provisions of our Articles of
Association, authorised the Board to borrow monies from time to time whether in rupee or foreign currency
notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company, may
exceed the aggregate of its total paid up capital and free reserves which have not been set apart for any specific
purpose, but such that the total amount up to which the monies may be borrowed including monies already
borrowed shall not at any time exceed = 10,00,000 lakhs.

Terms of appointment of our Directors

(a) Terms of appointment of our Managing Director
Ram Bharat

Ram Bharat has been a Director of our Company since December 18, 2019. He was appointed as our
Whole-time Director pursuant to a resolution of the monitoring agency under the authority of the
monitoring committee on December 18, 2019, which was taken on record by our Board on December 19,
2019 for a period of three years with effect from December 18, 2019. He was subsequently designated as
our Managing Director pursuant to a resolution of our Board and a resolution of our Shareholders dated
August 19, 2020 and December 21, 2020, respectively, for a period from August 19, 2020 to December
17, 2022, and is not liable to retire by rotation. He is entitled to remuneration of 71 per annum.

275
(b) Sitting fees and commission to Non-Executive Directors and Independent Directors

Pursuant to a resolution of our Board dated August 19, 2020, our Independent Directors are entitled to receive
sitting fees of = 1 lakh for attending each meeting of our Board and its committees.

Compensation paid to our Directors
(a) Executive Director
The table below sets forth the details of the sitting fees, remuneration or professional fee paid by our

Company to its Executive Director in Fiscal 2021.
(in®)

 

Remuneration for
Fiscal 2021
1. Ram Bharat 1

Sr. No. Name of the Director

 

 

 

 

 

 

(b) Non-Executive Directors
No sitting fees or remuneration were paid by our Company to its Non-Executive Directors in Fiscal 2021.
(c) Independent Directors

The table below sets forth the details of the sitting fees paid by our Company to our Independent Directors

 

 

 

 

for the Fiscal 2021:
(in & lakhs)
A Sitting fees for
Sr. No. Name of the Director Fiscal 2021
4 Girish Kumar Ahuja 10.00
3. Tejendra Mohan Bhasin 13.00
4. Gyan Sudha Misra 7.00

 

 

 

 

 

Payments or benefits to Directors

Our Company has not entered into any contract appointing or fixing the remuneration of any of our Directors in
the two years preceding the date of this Prospectus.

In Fiscal 2021, our Company has not paid any commission or granted any amount or benefit on an individual
basis to any of our Directors other than the sitting fees / remuneration paid to them for such period.

Contingent and deferred compensation payable to the Directors
As on the date of this Prospectus, there is no contingent or deferred compensation payable to the Directors.
Bonus or profit-sharing plan for our Directors

Our Company does not have any performance linked bonus or a profit-sharing plan in which our Directors have
participated.

Shareholding of Directors in our Company

Our Articles of Association do not require our Directors to hold qualification shares.

As on date of this Prospectus, none of our Directors hold Equity Shares of our Company.

Interest of Directors

All our Directors may be deemed to be interested to the extent of fees and commission, if any, payable to them

for attending meetings of the Board or a committee thereof, as well as to the extent of other remuneration,
commission and reimbursement of expenses, if any, payable to them by our Company.

276
 

Name

Designation (at the time of
appointment / change in
designation / cessation)

Date of appointment /

change in designation /
cessation

Reason

 

Dinesh Chandra
Shahra

Director

December 13, 2019

Retired by rotation

 

Vijay Kumar Jain

Executive Director

December 18, 2019

Vacation of office of Directors as per the
NCLT Order

 

Subsequent to implementation of the Patanjali Resolution Plan

 

 

 

 

‘Acharya Chairman and Managing December 18,2019  |Appointment as Chairman and Managing
Balkrishna Director Director*

Girish Kumar Independent Director December 18, 2019 | Appointment as Independent Director*
Ahuja

Ram Bharat Whole-time Director December 18, 2019 Appointment as Whole-time Director*
Ramdev Non-Executive Director December 18, 2019 Appointment as Non-Executive Director*

 

Rajat Sharma

Additional Independent

December 18, 2019

Appointment as Additional Independent

 

 

 

 

 

 

Director Director

Bhavna Shah Additional Independent December 18, 2019 Appointment as Additional Independent
Director Director

Rajat Sharma ‘Additional Independent July 2, 2020 Resignation as Additional Independent
Director Director

Bhavna Shah ‘Additional Independent July 13, 2020 Resignation as Additional Independent
Director Director

Tejendra Mohan Independent Director August 13, 2020 Appointment as Independent Director*

Bhasin

Gyan Sudha Misra Independent Director August 13, 2020 Appointment as Independent Director*

‘Acharya Managing Director ‘August 18, 2020 Resignation as Managing Director and

Balkrishna redesignation to Non-Executive Director

and Chairman**

 

 

Ram Bharat

 

Whole-time Director

 

August 19, 2020

 

Redesignated as Managing Director*

 

*Regularized pursuant to a shareholder resolution passed on December 21,2020.

“There have been inconsistencies in the form filings. For further details

 

‘ee “Risk Factors - There have been certain lapses in compliance

with the provisions of the Companies Act and SEBI Listing Regulations in the past.” on page 53.

 

Corporate Governance

Our Company is in compliance with the requirements of the applicable requirements for corporate governance in
accordance with the SEBI Listing Regulations, and the Companies Act, 2013, including those pertaining to the
constitution of the Board and committees thereof.

As on the date of filing this Prospectus, we have six Directors on our Board, of whom three are Independent
Directors and one is an Executive Director. Of six Directors, one Director is a woman Director. In compliance
with Section 152 of the Companies Act, 2013, not less than two thirds of the Directors (excluding Independent
Directors) are liable to retire by rotation.

Committees of our Board

In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, our Company has
constituted the following Board committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee
(c) | Stakeholders’ Relationship Committee

(d) Corporate Social Responsibility Committee
(e) Risk Management Committee

278
Our Directors may also be regarded as interested to the extent of the Equity Shares, held by them and to the extent
of any dividend payable to them and other distributions in respect of these Equity Shares. For further details
regarding the shareholding of our Directors, see “~ Shareholding of Directors in our Company” on page 276.

All the Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be
entered into by our Company with any company which is promoted by them or in which they hold directorships
or any partnership firm in which they are partners as declared in their respective capacity or the trusts where they
are the trustees.

There is no material existing or anticipated transaction whereby Directors will receive any portion of the
proceeds from the Issue.

As on the date of this Prospectus, none of our Directors are interested in the promotion or formation of our
Company. For further details, see “Our Promoters and Promoter Group” on page 287.

Except, for sale of land from Patanjali Natural Biscuits Private Limited, in which Acharya Balkrishna is a promoter
and holds 66.28% of the equity share and Ram Bharat who is a director, to our Company for a total consideration
of 2 2,337.36 lakhs and % 706.02 lakhs pursuant to Business Transfer Agreement, our Directors do not have any
interest in any property acquired or proposed to be acquired of or by our Company. For details on the Business
Transfer Agreement see “History and Certain Corporate Matters - Business transfer agreement executed between
our Company and Patanjali Natural Biscuits Private Limited dated May 11, 2021” on page 261.

Except, for sale of land from Patanjali Natural Biscuits Private Limited, in which Acharya Balkrishna is a promoter
and holds 66.28% of the equity share and Ram Bharat who is a director, to our Company for a total consideration
of 22,337.36 lakhs and 2706.02 lakhs pursuant to Business Transfer Agreement, and for purchase of machinery
from Patanjali Ayurved Limited of = 56.34 lakhs during the six months period ended September 30, 2021, of 2
94.51 lakhs during the Financial Year ended March 31, 2021 and of 2317.70 lakhs during the Financial Year
ended March 31, 2020, in which Acharya Balkrishna is a promoter, director and holds 98.54% of the equity share
and Ram Bharat who is a director, by our Company, our Directors do not have any interest in any transaction by
our Company for acquisition of land, construction of building or supply of machinery. For details on the Business
Transfer Agreement see “History and Certain Corporate Matters - Business transfer agreement executed between
our Company and Patanjali Natural Biscuits Private Limited dated May 11, 2021” on page 261 and for details on
the related party transactions, see “Restated Financial Statements — Note 39 — Related party relationships,
transactions and balances” on page 384.

Acharya Balkrishna, Ram Bharat and Ramdev may be interested in our Company to the extent of the shareholding
of the companies, firms and trusts in which they are individually interested as director, member, partner and/or
trustee, and to the extent of benefits arising out of such shareholding.

Except as disclosed above and in related party transactions, none of our Directors have any other interest in our
business or our Company. For details on the related party transactions, see “Restated Financial Statements — Note
39 — Related party relationships, transactions and balances” on page 384.

Other confirmations

No consideration, either in cash or shares or in any other form have been paid or agreed to be paid to any of our
Directors or to the firms, trusts or companies in which they have an interest in, by any person, either to induce
any of our Directors to become or to help any of them qualify as a Director, or otherwise for services rendered by
them or by the firm, trust or company in which they are interested, in connection with the promotion or formation
of our Company.

Changes to our Board in the last three years

Except as mentioned below, there have been no changes in our Directors in the last three years:

 

Designation (at the time of | Date of appointment /
Name appointment / change in | change in designation / Reason
designation / cessation) cessation

 

 

 

 

 

 

Prior to implementation of the Patanjali Resolution Plan

 

277
For purposes of the Issue, our Board has also constituted an Issue Committee.

(a) Audit Committee

The Audit Committee was constituted by a meeting of the Board of Directors held on January 17, 2001 and was
last re-constituted by a circular resolution passed by the Board of Directors on August 13, 2020. The current
constitution of the Audit Committee is as follows:

 

 

 

 

 

 

Name of Director Position in the Committee Designation
Girish Kumar Ahuja Chairman Independent Director
Ram Bharat Member Managing Director
Tejendra Mohan Bhasin Member Independent Director

 

 

 

Its terms of reference as updated pursuant to a meeting of the Board of Directors held on February 13, 2022, are
as follows:

Powers of Audit Committee

The Audit Committee shall have powers, including the following:

1. to investigate any activity within its term of reference;

2. to seek information from any employee;

3. to obtain outside legal or other professional advice;

4. to secure attendance of outsiders with relevant expertise if it is considered necessary; and

5. such powers as may be prescribed under the Companies Act, 2013 (together with the rules thereunder) and
SEBI Listing Regulations.

Role and Scope of Audit Committee
The role of the Audit Committee shall include the following:

1. Oversight of our Company’s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of our Company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. 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 (c) 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) Modified opinion(s) in the draft audit report.

279
10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

22.

23.

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
utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to
take up steps in this matter;

Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
Approval or any subsequent modification of transactions of the Company with related parties;

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;

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;

To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;

To review the functioning of the whistle blower mechanism;

Approval of appointment of chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate;

Carrying out any other function as is mentioned in terms of reference of the audit committee;

Reviewing the utilization of loan and/or advances from investment by the holding company in the subsidiary
exceeding 7100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans
/ advances / investments existing as on the date of coming into the force of this provision;

Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the Company and its shareholders

Review the following information:

(a) | management discussion and analysis of financial condition and results of operations;

(b) | management letters / letters of internal control weaknesses issued by the statutory auditors;

(c) _ internal audit reports relating to internal control weaknesses; and

280
(d) _ the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to
review by the audit committee;

(e) statement of deviations:

(i) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted
to stock exchange(s) in terms of Regulation 32(1).

(ii) annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

The Audit Committee is required to meet at least four times in a year under Regulation 18(2)(a) of the SEBI
Listing Regulations.

The quorum for a meeting of the Audit Committee shall be two members or one third of the members of the audit
committee, whichever is greater, with at least two independent directors.

(b) Nomination and Remuneration Committee

The Nomination and Remuneration committee (earlier known as the Selection Committee) was constituted by a
meeting of the Board of Directors held on October 26, 2006 and was last re-constituted by a circular resolution of
the Board of Directors held on August 13, 2020. The current constitution of the Nomination and Remuneration
committee is as follows:

 

 

 

 

 

Name of Director Position in the Committee Designation
Gyan Sudha Misra Chairperson Independent Director
Ramdev Member Non-Executive Non-Independent Director
Tejendra Mohan Bhasin Member Independent Director

 

 

 

 

Its terms of reference as updated pursuant to a meeting of the Board of Directors held on February 13, 2022, are
as follows:

1. formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the board of directors of the Company a policy relating to the remuneration of the directors,
key managerial personnel and other employees;

(1A). For every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare
a description of the role and capabilities required of an independent director. The person recommended to the
Board for appointment as an independent director shall have the capabilities identified in such description. For
the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
c consider the time commitments of the candidates.

2. formulation of criteria for evaluation of performance of independent directors and the Board of Directors;

3. devising a policy on diversity of the Board of Directors;

4. 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 of Directors their appointment and

removal;

5. whether to extend or continue the term of appointment of the independent director, on the basis of the report
of performance evaluation of independent directors; and

6. recommend to the Board, all remuneration, in whatever form, payable to senior management.

281
The Nomination and Remuneration Committee is required to meet at least once in a year under Regulation 19(3A)
of the SEBI Listing Regulations.

The quorum for a meeting of the Nomination and Remuneration Committee shall either be two members or one
third of the members of the committee, whichever is greater, including at least one independent director in
attendance.

(©) Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee (earlier known as Investors Grievance Committee) was constituted by
a meeting of the Board of Directors held on March 5, 2002 and was last re-constituted by a circular resolution of
the Board of Directors held on August 13, 2020. The current constitution of the Stakeholders’ Relationship
Committee is as follows:

 

 

 

 

 

Name of Director Position in the Committee Designation
Tejendra Mohan Bhasin Chairman’ Independent Director
Acharya Balkrishna Member Non-Executive Non-Independent Director
Gyan Sudha Misra Member Independent Director

 

 

 

 

Its terms of reference as updated pursuant to a meeting of the Board of Directors held on January 17, 2020, are as
follows:

1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer /
transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate
certificates, general meetings etc.;

2. Review of measures taken for effective exercise of voting rights 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; and

4. review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the
shareholders of the Company.

The Stakeholders’ Relationship Committee is required to meet at least once in a year under Regulation 20(3A) of
the SEBI Listing Regulations.

(d) Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was constituted by a meeting of the Board of Directors held on

August 14, 2014 and was last re-constituted by a circular resolution passed by the Board of Directors on August
13, 2020. The current constitution of the Corporate Social Responsibility committee is as follows:

 

 

 

 

 

Name of Director Position in the Committee Designation
Acharya Balkrishna Chairman Non-Executive Non-Independent Director
Ramdev Member Non-Executive Non-Independent Director
Girish Kumar Ahuja Member Independent Director

 

 

 

 

Its terms of reference as updated pursuant to a meeting of the Board of Directors held on January 17, 2020, are as
follows:

1. formulate and recommend to the Board, a corporate social responsibility policy, which shall indicate the
activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013;

2. recommend the amount of expenditure to be incurred on the activities included in above referred policy;

3. monitor the corporate social responsibility policy of the Company from time to time;

282
(e)

perform such other activities, duties and functions, as maybe necessary and expedient in effectively carrying
out the above-mentioned functions and further, as may be entrusted upon it from time to time by the Board
of Directors; and

institute a transparent monitoring mechanism for implementation of the corporate social responsibility
projects or programs or activities undertaken by the Company.

Risk Management Committee

The Risk Management Committee was constituted by a meeting of the Board of Directors held on December 19,
2019 and was last re-constituted by a meeting of the Board of Directors held on May 10, 2021. The current
constitution of the Risk Management Committee is as follows:

 

 

 

 

 

 

 

 

 

 

Name of Director Position in the Committee Designation
Acharya Balkrishna Chairman’ Chairman and Non-Executive Director
Ram Bharat Member Managing Director
Girish Kumar Ahuja Member Independent Director
Sanjeev Kumar Asthana Member Chief Executive Officer
Kumar Rajesh Member Head -Strategic Finance, Special Projects
and Treasury Management

 

Its terms of reference as updated pursuant to a meeting of the Board of Directors held on June 2, 2021, are as
follows:

(a)

()

(©)

@

(e)

()

To formulate a detailed risk management policy which shall include:

e framework for identification of internal and external risks specifically faced by the Company, in
particular including financial, operational, sectoral, sustainability (particularly, ESG related risks),
information, cyber security risks or any other risk as may be determined;

© Measures for risk mitigation including systems and processes for internal control of identified risks;

e — Business continuity plan.

To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company;

To monitor and oversee implementation of the risk management policy, including evaluating the adequacy
of risk management systems;

To periodically review the risk management policy, at least once in two years, including by considering the
changing industry dynamics and evolving complexity;

To keep the board of directors informed about the nature and content of its discussions, recommendations
and actions to be taken;

The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to
review by the Risk Management Committee.

283
Management organization structure

Board of Directors

 

 

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(managing Director)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Key Managerial Personnel

Ram Bharat is the Managing Director of our Company. For details, see “-Brief profiles of our Directors”
beginning on page 274. For details of compensation paid to him during Fiscal 2021, see “-Terms of appointment
of our Managing Director” on page 275.

Sanjeev Kumar Asthana aged 57 years is the Chief Executive Officer of our Company. He joined our Company
on July 6, 2020 and was appointed as a KMP on August 19, 2020. He holds a post-graduate diploma in
international trade from the Indian Institute of Foreign Trade. Prior to joining our Company, he was associated
with Reliance Retail Limited (“Reliance”) as the president and chief executive officer of Reliance Agri-business
and Food Supply Chain and has been a director of NABARD Consultancy Services Private Limited and a non-
executive and independent director of IndusInd Bank Limited. He was also a member of the CII National Council
on Agriculture for 2020-21 and was serving as a director of Agriculture Skill Council of India from January 4,
2013 to November 29, 2020. The remuneration paid to him in Fiscal 2021 was % 130.78 lakhs.

Sanjay Kumar aged 52 years is the Chief Financial Officer in R4 -C level of our Company. He joined our
Company on March 15, 2021 and was appointed as a KMP on March 30, 2021. He has completed the e-
management skills orientation programme from Institute of Companies Secretaries of India. He is a fellow
member of Institute of Chartered Accountants of India and is an associate member of Institute of Companies
Secretaries of India. Prior to joining our Company, he was associated with Abhijeet Projects Limited. The
remuneration paid to him in Fiscal 2021 was 20.14 lakhs.

Kumar Rajesh aged 52 years is the Head-Strategic Finance, Special Projects and Treasury Management of our
Company. He was transferred to our Company from Patanjali Ayurved Limited pursuant to a transfer letter with
effect from February 1, 2020. He is a qualified chartered accountant. Prior to joining our Company, he was
associated with Patanjali Ayurved Limited, Sri Raghupati Jute Mills Limited and Sahara Prime City Limited. The
remuneration paid to him in Fiscal 2021 was %52.18 lakhs.

Sanjeevv Khanna, aged 57 years, is the Chief Operating Officer of our Company. He was transferred to our
Company from Patanjali Ayurved Limited pursuant to a transfer letter with effect from February 1, 2020. He holds
a bachelor of arts degree from Punjab University, masters of arts degree in English from Kurukshetra University
and post graduate diploma in personnel management and industrial relations from Seth Jai Prakash Polytechnic
Society. Prior to joining our Company, he has been associated with Patanjali Ayurved Limited, Supermarket
Grocery Supplies Private Limited, RCI Logistics Private Limited, Metro Cash & Carry India Private Limited,
Reliance Retail Limited, ITC Limited, Om Logistics Limited, Samsung India Electronics Limited, Honda Siel
Cars India Private Limited, Shriram Honda Power Equipment Limited and Modern Agencies Limited. The
remuneration paid to him in Fiscal 2021 was %52.01 lakhs.

284
Ramji Lal Gupta, aged 59 years, is the Company Secretary and Compliance Officer of our Company. He joined
our Company on December 1, 1993. He holds a bachelors of commerce degree from the University of Rajasthan,
and a master of commerce degree from the University of Rajasthan. He is a fellow member with the Institute of
Company Secretaries of India and an associate member of Institute of Cost Accountants of India. Prior to joining
our Company, he was associated with Life Insurance Corporation of India and Sorabh Cement Limited. The
remuneration paid to him in Fiscal 2021 was 70.72 lakhs.

Relationships among Key Managerial Personnel, and with Directors

Except, Ram Bharat who is the brother of Ramdev, none of our Key Managerial Personnel are related to each
other or to the Directors of our Company.

Arrangements and understanding with major Shareholders

None of our Key Managerial Personnel have been selected pursuant to any arrangement or understanding with
any major Shareholders, customers or suppliers of our Company, or others.

Changes in the Key Managerial Personnel in last three years

Except as mentioned below, there have been no changes in the Key Managerial Personnel in the last three years:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name Date of change Reason

Prior to the implementation of the Patanjali Resolution Plan

Vijay Kumar Jain December 18, 2019 | Vacation of office of Director as per NCLT Order

Subsequent to the implementation of the Patanjali Resolution Plan

Acharya Balkrishna December 18, 2019 | Appointment as Chairman and Managing Director

Ram Bharat December 18, 2019 [Appointment as Whole-time Director

Kumar Rajesh February 1, 2020 Transfer from Patanjali Ayurved Limited

Sanjeevy Khanna February 1, 2020 Transfer from Patanjali Ayurved Limited

Sanjeev Kumar Asthana ‘August 19, 2020 Appointment as Chief Executive Officer

Acharya Balkrishna ‘August 18, 2020 Resignation as Managing Director

Ram Bharat August 19, 2020 Re-designation as Managing Director

Anil Singhal November 11, 2020_| Resignation as Chief Financial Officer

Sanjay Kumar March 30, 2021 Appointment as Chief Financial Officer

Kumar Rajesh June 9, 2021 Redesignated as Head — Strategic Finance, Special Projects
& Treasury Management

Sanjeevy Khanna June 9, 2021 Redesignated as Chief Operating Officer

 

 

 

 

The rate of attrition of our Key Managerial Personnel is not high in comparison to the industry in which we
operate.

Status of Key Managerial Personnel

As on the date of this Prospectus, all our Key Managerial Personnel are permanent employees of our Company.
Retirement and termination benefits

Our Key Managerial Personnel have not entered into any service contracts with our Company which include
termination or retirement benefits. Except statutory benefits upon termination of their employment in our
Company or superannuation, none of the Key Managerial Personnel is entitled to any benefit upon termination
of employment or superannuation.

Shareholding of the Key Managerial Personnel

Except for 76,299 Equity Shares held by Ramji Lal Gupta, in his capacity of the trustee of Ruchi Soya Industries
Limited Beneficiary Trust, none of our other Key Managerial Personnel hold any Equity Shares in our Company.

Contingent and deferred compensation payable to Key Managerial Personnel

285
As on the date of this Prospectus, there is no contingent or deferred compensation which accrued to our Key
Managerial Personnel for Fiscal 2021, which does not form part of their remuneration for such period.

Bonus or profit-sharing plan of the Key Managerial Personnel

Our Company has no profit-sharing plan in which the Key Managerial Personnel participate. Our Company
makes bonus payments to our Key Managerial Personnel, in accordance with their terms of appointment.

Interest of Key Managerial Personnel

For details of the interest of our Directors in our Company, see “Our Management ~ Interest of Directors” on
page 276.

Our Key Managerial Personnel (other than our Directors) are interested in our Company only to the extent of
the remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement
of expenses incurred by them during the ordinary course of their service. Our Key Managerial Personnel may
also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect
of Equity Shares held by them in our Company.

Employee Stock Option Plan

As on the date of this Prospectus, our Company does not have any active employee stock option plan.

Payment or Benefit to officers of our Company (non-salary related)

No non-salary related amount or benefit has been paid or given within the two years preceding the date of this

Prospectus or is intended to be paid or given to any officer of the Company, including our Directors and Key
Managerial Personnel.

286,
OUR PROMOTERS AND PROMOTER GROUP

Our Promoters

Pursuant to the implementation of the Patanjali Resolution Plan in terms of the NCLT Order, the Promoters of our
Company have been re-classified. As on the date of this Prospectus, the Promoters of our Company are:

Acharya Balkrishna;
Ram Bharat;
Snehlata Bharat;

Ruchi Soya Industries Limited Beneficiary Trust;

Vedic Broadcasting Limited;
Patanjali Peya Private Limited;

Patanjali Natural Biscuits

1
2,
3
4.
5. Patanjali Ayurved Limited;
6.
7.
8.
9.

Private Limited;

Divya Packmaf Private Limited;

10. Divya Yog Mandir Trust;

11. Patanjali Gramudyog Nayas;

12.  Patanjali Parivahan Private Limited;

13. Vedic Ayurmed Private Limited;

14. Sanskar Info TV Private Limited;

15. Patanjali Agro India Private Limited;

16. SS Vitran Healthcare Private Limited;

17.  Patanjali Paridhan Private Limited;

18. Gangotri Ayurveda Private Limited;

19. Swasth Aahar Private Limited;

20. Patanjali Renewable Energy Private Limited; and

21. Yogakshem Sansthan.

As on the date of this Prospectus, Patanjali Ayurved Limited holds 14,25,00,000 Equity Shares, Patanjali

Parivahan Private Limited holds

5,00,00,000 Equity Shares, Patanjali Gramudyog Nayas holds 4,00,00,000 Equity

Shares, Ruchi Soya Industries Limited Beneficiary Trust holds 76,299 Equity Shares and Yogakshem Sansthan
holds 6,00,00,000 Equity Shares, cumulatively representing 98.90% of the issued, subscribed and paid-up Equity
Share capital of our Company. Acharya Balkrishna, Ram Bharat, Snehlata Bharat, Vedic Broadcasting Limited,
Patanjali Peya Private Limited, Patanjali Natural Biscuits Private Limited, Divya Packmaf Private Limited, Divya
Yog Mandir Trust, Vedic Ayurmed Private Limited, Sanskar Info TV Private Limited, Patanjali Agro India Private
Limited, SS Vitran Healthcare Private Limited, Patanjali Paridhan Private Limited, Gangotri Ayurveda Private
Limited, Swasth Aahar Private Limited, Patanjali Renewable Energy Private Limited do not hold Equity Shares
in our Company. For details, please see “Capital Structure — Build-up of the Promoters’ shareholding in our

Company” on page 98.
Details of our Promoters

Individual Promoters:

1. Acharya Balkrishna

 

2. Ram Bharat

Acharya Balkrishna, aged 49, is a citizen of India. He is the Chairman and Non-
Executive Non-Independent Director of our Company. For details in respect of
his date of birth, personal address, educational qualifications, experience in the
business, positions and posts held in the past, business and financial activities,
other directorships, and special achievements, to the extent applicable, see “Our
Management” on page 272. For other ventures of Acharya Balkrishna see “Our
Promoters and Promoter Group - Corporate/Trusts Promoters” and “Our
Promoters and Promoter Group - Entities forming part of the Promoter Group”
on page 288 and 307 respectively.

His permanent account number is AKJPB0992K and his driver’s license
number is UK0820190002128. His Aadhaar card number is 873681442637.

287
Ram Bharat, aged 42, is a citizen of India. He is the Managing Director of our
Company. For details in respect of his date of birth, personal address,
educational qualifications, experience in the business, positions and posts held
in the past, business and financial activities, other directorships, and special
achievements, see “Our Management” on page 272. For other ventures of Ram
Bharat see “Our Promoters and Promoter Group - Corporate/Trusts
y Promoters” and “Our Promoters and Promoter Group - Entities forming part
of the Promoter Group” on page 288 and 307 respectively.

His permanent account number is AKIPB3789M and his driver’s license
number is 23901/HDR106. His Aadhaar card number is 395127982189.

3. Snehlata Bharat

Snehlata Bharat, aged 38, is a citizen of India. Her date of birth is June 13, 1983
and her address is Ram Nivas, House no. 90, Vidya Vihar Colony, Kankhal,
Haridwar, Uttarakhand — 249408. She holds a degree of honours in Sanskrit
language and literature (shastri) from Maharshi Dayanand University, Rohtak
and a masters of art degree in Sanskrit literature from Gurukula Kangri
Vishwavidyalaya, Haridwar and a PhD in Sanskrit from Gurukula Kangri
Vishwavidyalaya, Haridwar. She is well versed with the knowledge of business
model of Patanjali group as she is directly and indirectly linked with the
marketing of the products at commercial level through Patanjali mega store. For
other ventures of Snehlata Bharat see “Our Promoters and Promoter Group -
Corporate/Trusts Promoters” and “Our Promoters and Promoter Group -
Entities forming part of the Promoter Group” on page 288 and 307 respectively.

 

Her permanent account number is AKIPB3788L. As on the date of this
Prospectus, she does not have a driver’s license. Her Aadhaar card number is
946969276478.
Our Company confirms that the permanent account number, bank account number and passport number of the
individual Promoters have been submitted to the Stock Exchanges at the time of filing the Draft Red Herring
Prospectus.
Corporate/Trusts Promoters:
1. Divya Yog Mandir Trust (“DYMT”)
Trust information and history
DYMT was formed pursuant to a trust deed dated January 5, 1995, as amended from time to time, and registered
under Indian Registration Act, 1908 as a public trust. The principal place of business of DYMT is located at
Kripalu Bagh, Kankhal 249 408, Haridwar, Uttarakhand. There have been no changes to the primary business

activities undertaken by DYMT since its formation.

Swami Shankar Dev is the settlor of DYMT. As at the date of this Prospectus, DYMT does not hold Equity Shares,
in our Company.

Board of Trustees

The board of trustees of DYMT, as on the date of this Prospectus comprises are Ramdev, Acharya Balkrishna,
and Swami Mukta Nand.

Beneficiaries of DYMT
DYMT is a charitable trust and hence beneficiaries are public at large.

Objects of DYMT

288
reducing poverty and provide better living standards to the villagers, promote mutual cooperation and unity and
Development of village by implementing programs of village industries; initiating, supporting and promoting
relevant/relevant activities for the implementation of village industry programs; creating markets for marketing
of indigenous goods, purchase and sell the production of village industry, seek help and cooperate with other like-
minded companies, institutions and trusts etc. to distribute, distribute, manage raw materials, machines etc.;
arranging and training the villagers for village industry in different subjects according to the circumstances
thereafter, try to provide their employment opportunities; and others.

Functions of PGN
The major functions are:

1. Head office at Maharishi Dayanand Gram, Delhi Haridwar National Highway, Near Bahadrabad, Hardwar:
Manufacturing of Gonyle Floor Cleaner (Gomutra based) and Drinking water;

2. Branch at Tekhla, Uttarkashi: Manufacturing of Godhan Ark and purchase of Godhan Ark manufactured by
villagers and same product are transferred to head office Haridwar from where sales are made;

3. Manufacturing of cattle feed at unit located at Patanjali Food and Herbal Park, Village Padartha;
4. Branch at Barmer& Bharatpur, Rajasthan: Manufacturing of Gonyle Floor Cleaner (Gomutra based);
5. Branch at Jind & Bhiwadi, Haryana: Manufacturing of Gonyle floor cleaner (Gomutra based); and

6. Trading Activity of cattle feed throughout the country at Maharishi Dayanand Gram, Delhi Hardwar National
Highway.

Our Company confirms that the permanent account number and bank account number where PGN is registered
will be submitted to the Stock Exchanges at the time of filing the Draft Red Herring Prospectus
3. Patanjali Ayurved Limited (“PAL”)

Corporate information and history

PAL was incorporated on January 13, 2006, as a private limited company under the Companies Act, 1956 and
‘was converted into public limited company on June 25, 2007. The registered office of PAL is situated at D-26,
Pushpanjali, Bijwasan Enclave, New Delhi -110 061. Since incorporation, the business activity of PAL has
expanded to include lifesaving drugs, medicines, toilet requisites, consumer food items, dairy, farm, and garden
produce, canning and food preservation tinning, pulses, rice, spices, and other food grains and cereals. PAL is
currently engaged in the business of manufacturing and marketing of FMCG products, cosmetics, dairy products,
ayurvedic products, desi ghee, etc.

As on the date of this Prospectus, PAL holds 14,25,00,000 Equity Shares, representing 48.17% of the issued,
subscribed and paid-up Equity Share capital of our Company. Additionally, PAL also holds 4,50,00,000 0.0001%
non-convertible redeemable cumulative Preference Shares.

Promoters

The promoter of PAL are Acharya Balkrishna, Swami Mukta Nand, Gangotri Ayurveda Private Limited, Kankhal
Ayurveda Private Limited, Chaitanya Ayurveda Private Limited, Dynamic Buildcon Private Limited, Patanjali
Corrupack Private Limited and Aarogya Herbs (India) Private Limited.

Directors

The board of directors of PAL as on the date of this Prospectus are: (i) Acharya Balkrishna; (ii) Ram Bharat; (iii)
Swami Mukta Nand; (iv) Rakesh Mittal; (v) Sumedha; and (vi) Ajai Kumar Arya.

Capital structure

The authorised share capital of PAL as on date of this Prospectus is 750,00,00,000 divided into 50,000,000 equity
shares of 210 each.

290
The major objective of DYMT would be to impart the practical and functional training of astang yog, raj yog,
dhayan yog, hath yog, ashan and pranayama etc. as received from the ancient tradition propounded by the rishis
and munis to make an end of extreme of suffering to cure diseases and to receive a calm stage of mind and extreme
happiness.

Functions of DYMT
The major functions are:

Medical relief through ayurved with modern science at: (i) Ashram-Kripalu Bagh, Kankhal, Haridwar,
Uttarakhand; and (ii) Patanjali Yogpeeth (PYP)- located at Maharishi Dayanand Gram, Delhi- Hardwar National
Highway Road, Bahadrabad (Hardwar). PYP is engaged in (a) rendering medical relief to the patients (outdoor
and indoor) by organizing free OPD at Ranchi and assisting in medical treatment in yoga camp and training to
ayurved doctors; and (b) imparting educations for BAMS and MDMS through the trust in the name of Patanjali
Bhartiya Ayurvigyan Avam Anusadhan Sansthan.

To meet the funds requirement, DYMT is also carrying out the following business units which are incidental to
the objects of the trust: (i) Divya Pharmacy: Divya Pharmacy Unit-1: Manufacturing and sale of Ayurvedic
Medicines; (ii) Divya Pharmacy Unit-2: Manufacturing and Sale of Ayurvedic Medicines; (iii) Divya Pharmacy
Material Procurement Division: Supply of Herbs being Raw Material to its units & sale of Raw Material (Herbs);
(iv) Yog Sandesh: Sale of monthly magazine dedicated to yoga and ayurved; (v) Divya Yog Sadhna: Sale of CD’s
and audio cassettes to teach yoga and pranayama for medical relief; (vi) Divya Prakashan: Sale of published books
related to yoga and Ayurveda; (vii) Divya Nursery: Sale of ayurvedic plants; (viii) Patanjali Yogpeeth
Aushdhalaya: Retail trade of ayurvedic medicines and herbal products; and (ix) Divya Pharmacy, Nagpur: Unit is
under construction for manufacturing and sale of ayurvedic medicines.

Our Company confirms that the permanent account number and bank account number of DYMT have been
submitted to the Stock Exchanges at the time of filing the Draft Red Herring Prospectus.

2. Patanjali Gramudyog Nayas (“PGN”)

Trust information and history

PGN was formed pursuant to a trust deed dated January 5, 2011, as amended from time to time, registered under
the Indian Registration Act, 1908. The principle place of business of PGN is located at Maharishi Dayanand
Village Patanjali Yogpeeth, Haridwar Delhi National Highway, Bahadrabad 249 402, Haridwar, Uttarakhand.

There have been no changes to the primary business activities undertaken by PGN since its incorporation.

The settlor of PGN trust was Acharya Balkrishna. As at the date of this Prospectus, PGN holds 4,00,00,000 Equity
Shares, representing 13.52% of the issued, subscribed and paid-up Equity Share capital of our Company.

Board of Trustees

The board of trustees of PGN, as on the date of this Prospectus comprises of Ramdev, Acharya Balkrishna, Ram
Bharat and Dr. Yash Dev Shashtri, Jaideep Arya, Rakesh Mittal and Acharya Suman.

Beneficiaries of PGN

The beneficiaries of PGN are public at large. This trust is for village industry and listed with Khadi Village
Industry Commission (KVIC).

Objects of PGN

The main objective of PGN is to establish village industry and development of villages in the Country.

To promote the moral, social and economic level of the villagers of all the villages in the Country; utilizing the
capital, manpower and other resources available in the village for setting up village industries and organizing the

prevalent knowledge, art, skills for the same; providing facilities for running all village industries in an orderly
manner, promoting industries, Assisting in maintenance, management, and providing financial resources;

289
The issued, paid-up and subscribed share capital of PAL as on the date of this Prospectus is = 41,32,21,080.

Shareholding pattern of PAL

The shareholding pattern of PAL as on date of this Prospectus is as follows:

 

 

 

 

 

 

 

 

 

 

 

Name of the shareholder Number of equity shares of Z 10 each % of shareholding
Acharya Balkrishna 4,07,19,912 98.54
Gangotri Ayurveda Private Limited 2,37,741 0.58
Dynamic Buildcon Private Limited 1,83,870 0.44
Kankhal Ayurveda Private Limited 84,032 0.20
Chaitanya Ayurveda Private Limited 39,854 0.10
Patanjali Corrupack Private Limited 33,119 0.08
‘Aarogya Herbs (India) Private Limited 22,580 0.05
Swami Mukta Nand 1,000 Negligible

 

 

 

Details of change in control of PAL

There has been no change in the control of PAL in the last three years preceding the date of this Prospectus.

Our Company confirms that the permanent account number, bank account number, company registration number
and address of the registrar of companies where PAL is registered will be submitted to the Stock Exchanges at the
time of filing the Draft Red Herring Prospectus.

4. Patanjali Parivahan Private Limited (“PPPL”)

Corporate information and history

PPPL was incorporated on August 21, 2009 as a private limited company under the Companies Act, 1956. The
registered office of PPPL is situated at 7 A, Sandesh Nagar, Kankhal, Haridwar, Uttarakhand — 249 408. There
have been no changes to the primary business activities undertaken by PPPL since its incorporation.

PPPL is engaged in the business activities of plying and hiring of commercial vehicles. As on the date of this
Prospectus, PPPL holds 5,00,00,000 Equity Shares, representing 16.90% of the issued, subscribed and paid-up
Equity Share capital of our Company.

Promoters

The promoters of PPPL are Ram Bharat and Yubraj Subedi.

Directors

The board of directors of PPPL as on the date of this Prospectus are Snehlata Bharat and Khimanand Joshi.

Capital structure

The authorised share capital of PPPL as on date of this Prospectus is = 20,00,000 divided into 2,00,000 equity
shares of 10 each.

The issued, paid-up and subscribed share capital of PPPL as on the date of this Prospectus is = 20,00,000.
Shareholding pattern of PPPL

The shareholding pattern of PPPL as on date of this Prospectus is as follows:

 

 

 

 

Name of the shareholder Number of equity shares of 10 each % of shareholding
Ram Bharat 1,60,000 80
Yubraj Subedi 40,000 20

 

 

 

 

291
Details of change in control of PPPL
There has been no change in the control of PPPL in the last three years preceding the date of this Prospectus.

Our Company confirms that the permanent account number, bank account number, company registration number
and address of the registrar of companies where PPPL is registered will be submitted to the Stock Exchanges at
the time of filing the Draft Red Herring Prospectus.

5. Ruchi Soya Industries Limited Beneficiary Trust (held in the name of the Trustee) (“RSILB”)
Trust information and history

RSILB was formed pursuant to a trust deed dated May 19, 2006 and amendments thereof. The principal place of
business of RSILB is located at 408, Tulsiani Chambers, Nariman Point, Mumbai — 400 021. There have been no
changes to the primary business activities undertaken by RSILB since its incorporation.

Our Company is the settlor of RSILB. As at the date of this Prospectus, RSILB holds 76,299 Equity Shares
comprising of 0.03% of our Company.

Board of Trustees

The trustees of RSILB, as on the date of this Prospectus, are Kumar Rajesh, Ramji Lal Gupta and Sanjeevv
Khanna.

Beneficiaries of RSILB
Our Company is the sole beneficiary of RSILB.
Objects and Functions of RSILB

(a) To hold the amount settled in RSILB (“Trust Corpus”) for the benefit of the Company and to stand
possessed and hold such further property and assets or additions to Trust Corpus or voluntary contributions
or gifts of movable and immovable properties received or accepted by the trustees from time to time as also
all accretions thereto whether by accumulation of income or otherwise for and on behalf of the Company;
and

(b) To sell the Trust Corpus at any time before distribution, the obligation to distribute being attached to the
assets and properties representing the corpus of the Trust in the form of in which they are on the date of the
distribution.

Our Company confirms that the permanent account number and bank account number where RSILB is registered
will be submitted to the Stock Exchanges at the time of filing the Draft Red Herring Prospectus.

6. Vedic Broadcasting Limited (“Vedic Broadcasting”)
Corporate information and history

Vedic Broadcasting was originally incorporated on April 21, 2006 as Swami Ramdev Health Care Private Limited
under the Companies Act, 1956. Subsequently, the name was changed to Vedic Broadcasting Limited, for which
a fresh certificate of incorporation consequent to the change of name was issued by the Registrar of Companies,
Uttarakhand on April 28, 2009. The registered office of Vedic Broadcasting is situated at 6A, Sandesh Nagar,
Kankhal 249 408, Haridwar, Uttarakhand. Initially, Vedic Broadcasting was incorporated with the object of
providing services of healthcare through information & technology, telecommunication, satellite, etc through
yoga, pranayama and Ayurveda. Vedic Broadcasting is currently engaged in electronic media and telecast various
spiritual and religious channels through its six owned channels namely Aastha Bhajan TV, Aastha Channel,
Aastha Kannada Channel, Aastha Tamil Channel, Aastha Telugu Channel and Vedic TV. As at the date of this
Prospectus, Vedic Broadcasting does not hold Equity Shares, in our Company.

Promoters

292
The promoter of Vedic Broadcasting is Acharya Balkrishna.
Directors

The board of directors of Vedic Broadcasting as on the date of this Prospectus are Acharya Balkrishna, Swami
Mukta Nand and Ajai Kumar Arya.

Capital structure

The authorised share capital of Vedic Broadcasting as on date of this Prospectus is 720,00,00,000 divided into
20,00,000 equity shares of 2100 each.

The issued, paid-up and subscribed share capital of Vedic Broadcasting as on the date of this Prospectus is
216,00,00,000.

Shareholding pattern of Vedic Broadcasting

The shareholding pattern of Vedic Broadcasting as on date of this Prospectus is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name of the shareholder Number of equity shares of = 100 each % of shareholding
Acharya Balkrishna 12,99,300 81.21
Gangotri Ayurveda _ Private 1,00,000 6.25
Limited
Maheshwar ‘Traders Private 75,000 4.69
Limited
Prantik Vyapar Private Limited 75,000 4.69
Enthrall Oaol Private Limited 50,000 3.13
Swami Mukta Nand 500 Negligible
Ajai Kumar Arya 50 Negligible
Swami Satyamitranand 50 Negligible
Surendra Kumar Gupta 50 Negligible
Shiv Kumar Garg 50 Negligible

 

Details of change in control of Vedic Broadcasting

In the last three years preceding the date of this Prospectus, there have been no change in the control of Vedic
Broadcasting.

Our Company confirms that the permanent account number, bank account number, company registration number
and address of the registrar of companies where Vedic Broadcasting is registered will be submitted to the Stock
Exchanges at the time of filing the Draft Red Herring Prospectus.

7. Sanskar Info TV Private Limited (“Sanskar”)
Corporate information and history

Sanskar was originally incorporated on January 12, 1995 as Mohatta Computers Private Limited under the
Companies Act, 1956. Subsequently, the name was changed to Sanskar Info TV Private Limited, for which a fresh
certificate of incorporation consequent to the change of name was issued by the RoC, Mumbai on July 18,
2000.The registered office of Sanskar is situated at FC-16, Sector 16A, Film City, Near APJ School, Noida,
Gautam Buddha Nagar 201 301, Uttar Pradesh. There have been no changes to the primary business activities
undertaken by Sanskar since its incorporation.

Sanskar is engaged in the business activities of manufacturing, assembling, designing, building, selling, buying,
exporting, importing, acting as agents, hiring and dealing in digital and analogue data processing devices and
systems, electronic computers, data processing equipment, central processing units, memories, peripherals of all
kinds, word and text processor, peripherals controllers and interfaces, modems, data lodger, processing,
transmitting and receiving and recording devices, voice synthesis and reproduction devices robots, electronic
control, software of all kind including machine oriented and problem oriented software, data entry devices, data

293
collecting systems, accounting and invoicing machines, intelligent terminals, controllers, media and all related
auxiliary items and accessories including all components of electronic hardware and appliances of any type and
descriptions including all future development. As at the date of this Prospectus, Sanskar does not hold Equity
Shares, in our Company.

Promoters

The promoter of Sanskar are Acharya Balkrishna, Aarogya Herbs (India) Private Limited, Gangotri Ayurveda
Private Limited, Patanjali Corrupack Private Limited and Vedic Ayurmed Private Limited.

Directors

The board of directors of Sanskar as on the date of this Prospectus are Bhupinder Singh Jagdevsingh Manhas and
Sunil Khanna Hanskrishna

Capital structure

The authorised share capital of Sanskar as on date of this Prospectus is 71,00,00,000 divided into 10,00,000 equity
shares of 710 each.

The issued, paid-up and subscribed share capital of Sanskar as on the date of this Prospectus is 71,00,00,000.
Shareholding pattern of Sanskar

The shareholding pattern of Sanskar as on date of this Prospectus is as follows:

 

 

 

 

 

 

Name of the shareholder Number of equity shares of € 10 each % of shareholding
Vedic Ayurmed Private Limited 4,00,000 40.00
Acharya Balkrishna 3,15,000 31.50
Gangotri Ayurveda Private Limited 1,00,000 10.00
Patanjali Corrupack Private Limited 95,000 9.50
‘Aarogya Herbs (India) Private Limited 90,000 9.00

 

 

 

 

 

Details of change in control of Sanskar
There has been no change in the control of Sanskar in the last three years preceding the date of this Prospectus

Our Company confirms that the permanent account number, bank account number, company registration number
and address of the registrar of companies where Sanskar is registered will be submitted to the Stock Exchanges at
the time of filing the Draft Red Herring Prospectus.

8. Patanjali Agro India Private Limited (“Patanjali Agro”)
Corporate information and history

Patanjali Agro was originally incorporated on August 19, 2009 as Patanjali Marketing Private Limited under the
Companies Act, 1956. Subsequently, the name was changed to Patanjali Agro India Private Limited, for which a
fresh certificate of incorporation consequent to the change of name was issued by the RoC, Uttarakhand on April
5, 2011. The registered office of Patanjali Agro is situated at Kripalu Bagh, Kankhal 249 408, Haridwar,
Uttarakhand. At the time of incorporation, the business activity of Patanjali Agro was to carry on the business as
buyers, sellers, retailers, or otherwise deal in all kinds of goods and commodities. Now, Patanjali Agro India
Private Limited is currently engaged in the business activities of cultivating, planting, producing, formulating,
buying, selling, importing, exporting, or dealing in all kinds of agricultural produces, garden produces, herbal
produces, forest produces, vegetables, fruits, flowers, seeds, marine and animal produces and their diversities and
bye-products.

As at the date of this Prospectus, Patanjali Agro does not hold Equity Shares, in our Company.
Promoters

The promoters of Patanjali Agro are Snehlata Bharat and Ram Bharat.

294
Directors

The board of directors of Patanjali Agro as on the date of this Prospectus are Kishan Vir Sharma, Snehlata Bharat

and Priyendu Jha.

Capital structure

The authorised share capital of Patanjali Agro as on date of this Prospectus is = 1,00,00,00,000 divided into

10,00,00,000 equity shares of = 10 each.

The issued, paid-up and subscribed share capital of Patanjali Agro as on the date of this Prospectus is =

3,01,00,000.

Shareholding pattern of Patanjali Agro

The shareholding pattern of Patanjali Agro as on date of this Prospectus is as follows:

 

 

 

 

 

Name of the shareholder Number of equity shares of = 10 each % of shareholding
Ram Bharat 30,05,000 99.83
Snehlata Bharat 5,000 0.17

 

 

 

Details of change in control of Patanjali Agro

Except as stated below, there has been no change in the control of Patanjali Agro, in the last three years preceding

the date of this Prospectus.

 

 

 

 

 

Name of the shareholder Number of equity shares of = 10 each Date of allotment
Ram Bharat 20,00,000 December 30, 2019
Ram Bharat 10,00,000 March 17, 2020

 

 

 

Our Company confirms that the permanent account number, bank account number, company registration number
and address of the registrar of companies where Patanjali Agro is registered will be submitted to the Stock
Exchanges at the time of filing the Draft Red Herring Prospectus.

9. SS Vitran Healthcare Private Limited (“SSVHPL”)
Corporate information and history

SSVHPL was originally incorporated on August 4, 2011 as S.S.S. Vitran Private Limited under the Companies
Act, 1956. Subsequently, the name was changed to SS Vitran Healthcare Private Limited, for which a fresh
certificate of incorporation consequent to the change of name was issued by the RoC, Uttarakhand on January 12,
2016.The registered office of SSVHPL is situated at Opposite Arya Vanprastha Ashram, Arya Nagar, Jwalapur,
Haridwar 249 407, Uttarakhand. There have been no changes to the primary business activities undertaken by
SSVHPL.

SSVHPL is engaged in the business activities of manufacturing, producing, processing, making, converting,
trading, buying, selling, retailing, suppliers, importing, exporting, preserving, stocking, and acting as merchants,
agents, sub-agents, distributors, consignors, jobbers, brokers, concessionaires or deal in all kinds of food products
including inter alia, food supplements, nutritional products, energy bars and ayurvedic juices. As at the date of
this Prospectus, SSVHPL does not hold Equity Shares, in our Company.

Promoters

The promoters of SSVHPL are Vivek Kaul, Adityendra Kumar Gupta and Acharya Balkrishna.
Directors

The board of directors of SSVHPL as on the date of this Prospectus are Vivek Kaul and Adityendra Kumar Gupta

295
Capital structure

The authorised share capital of SSVHPL as on date of this Prospectus is = 10,00,000 divided into 1,00,000 equity
shares of % 10 each.

The issued, paid-up and subscribed share capital of SSVHPL as on the date of this Prospectus is = 2,00,000.
Shareholding pattern of SSVHPL

The shareholding pattern of SSVHPL as on date of this Prospectus is as follows:

 

 

 

 

 

 

 

Name of the shareholder Number of equity shares of 10 each % of shareholding
Acharya Balkrishna 19,000 95.00
Vivek Kaul 800 4.00
Adityendra Kumar Gupta 200 1.00

 

 

Details of change in control of SSVHPL

There has been no change in the control of SSVHPL in the last three years preceding the date of this Prospectus
Our Company confirms that the permanent account number, bank account number, company registration number
and address of the registrar of companies where SSVHPL is registered will be submitted to the Stock Exchanges
at the time of filing the Draft Red Herring Prospectus.

10. Divya Packmaf Private Limited (“DPPL”)

Corporate information and history

DPPL was originally incorporated on May 27, 2009 as Divya Plastochem Private Limited under the Companies
Act, 1956. Subsequently, the name was changed to Divya Packmaf Private Limited, for which a fresh certificate
of incorporation consequent to the change of name was issued by the RoC, Delhi on February 23, 2010. The
registered office of DPPL is situated at D-26, Pushpanjali Bijwasan, New Delhi South, Delhi -110 061. There
have been no changes to the primary business activities undertaken by DPPL.

DPPL is engaged in the business activities of manufacturing, producing, processing, making, converting, trading,
buying, selling, retailing, suppliers, importing, exporting, preserving, stocking, and acting as merchants, agents,
sub-agents, consignors, distributors, brokers, contractors, consultants, and dealers in all kinds of goods made of
metal, plastic or cardboard or any other material used in packing, storages and warehousing of perishable goods
and other goods. As at the date of this Prospectus, DPPL does not hold Equity Shares, in our Company.
Promoters

The promoters of DPPL are Ram Bharat and Snehlata Bharat.

Directors

The directors on the board of directors of DPPL as on the date of this Prospectus are Ram Bharat and Snehlata
Bharat.

Capital structure

The authorised share capital of DPPL as on date of this Prospectus is = 4,00,00,000 divided into 40,00,000 equity
shares of % 10 each.

The issued, paid-up and subscribed share capital of DPPL as on the date of this Prospectus is = 3,97,00,000.
Shareholding pattern of DPPL

The shareholding pattern of DPPL as on date of this Prospectus is as follows:

296
 

 

 

Name of the shareholder Number of equity shares of = 10 each % of shareholding
Ram Bharat 39,60,000 99.75
Snehlata Bharat 10,000 0.25

 

 

 

 

 

Details of change in control of DPPL

There has been no change in the control of DPPL in the last three years preceding the date of this Prospectus
Our Company confirms that the permanent account number, bank account number, company registration number
and address of the registrar of companies where DPPL is registered will be submitted to the Stock Exchanges at
the time of filing the Draft Red Herring Prospectus.

11. Patanjali Peya Private Limited (“PPL”)

Corporate information and history

PPL was incorporated on August 24, 2009 as a private limited company under the Companies Act, 1956. The
registered office of PPL is situated at Karipalu Bagh, Kankhal, Haridwar, Uttarakhand — 249 408. There have
been no changes to the primary business activities undertaken by PPL since its incorporation.

PPL is engaged in the business activities of dealers, stockists, distributors and agents and to act as exporters and
importers of, inter alia, drinking products, drinking water, Mineral Water, herbal water and drinking products of
all kinds and other consumable provision of every description of human consumption. As at the date of this
Prospectus, PPL does not hold Equity Shares, in our Company.

Promoters

The promoters of PPL are Acharya Balkrishna, Ram Bharat, Som Suvedi, Swami Mukta Nand, Saket Aggarwal,
Apurva Narendra Doshi and Patanjali Natural Biscuits Private Limited.

Directors
The board of directors of PPL as on the date of this Prospectus are: (i) Saket Aggarwal; and (ii) Ram Bharat.
Capital structure

The authorised share capital of PPL as on date of this Prospectus is = 10,00,00,000 divided into 1,00,00,000 equity
shares of % 10 each.

The issued, paid-up and subscribed share capital of PPL as on the date of this Prospectus is %8,22,14,290.
Shareholding pattern of PPL

The shareholding pattern of PPL as on date of this Prospectus is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Name of the shareholder Number of equity shares of = 10 each % of shareholding
Saket Aggarwal 25,39,229 30.89
‘Acharya Balkrishna 11,26,000 13.70
Ram Bharat 7,03,750 8.56
Swami Mukta Nand 7,03,750 8.56
Som Suvedi 2,81,500 3.42
‘Apurva Narendra Doshi 2,00,000 2.43
Patanjali Natural Biscuits Private Limited 26,67,200 32.44

 

Details of change in control of PPL

Except as stated below, there have been no change in the control of PPL in the last three years preceding the date

of this Prospectus.

297
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name of the shareholder Number of equity shares of 10 each Date of allotment
‘Acharya Balkrishna 11,20,000 March 30, 2019
Ram Bharat 7,00,000 March 30, 2019
Swami Mukta Nand 7,00,000 March 30, 2019
Som Suvedi 2,80,000 March 30, 2019
Saket Aggarwal 12,06,429 March 30, 2019
‘Apurva Narendra Doshi 50,000 April 25, 2019
Apurva Narendra Doshi 75,000 June 21, 2019
‘Apurva Narendra Doshi 75,000 May 20, 2019
Patanjali Natural Biscuits Private Limited 26,67,200 July 03, 2021
Saket Aggarwal 3 July 03, 2021

 

 

Our Company confirms that the permanent account number, bank account number, company registration number
and address of the registrar of companies where PPL is registered will be submitted to the Stock Exchanges at the
time of filing the Draft Red Herring Prospectus.

12. Patanjali Paridhan Private Limited (“PPRPL”)

Corporate information and history

PPRPL was incorporated on August 21, 2009 as a private limited company under the Companies Act, 1956. The
registered office of PPRPL is situated at Karipalu Bagh, Kankhal, Haridwar, Uttarakhand — 249 408. There have
been no changes to the primary business activities undertaken by PPRPL.

PPRPL is engaged in the business activities as manufacturers, producers, processors, makers, inventors,
convertors, importers, exporters, traders, buyers, sellers, retailers, wholesalers, suppliers, packers, movers,
preservers, stockists, agents, sub-agents, merchants, distributors, consignors or otherwise deal in men’s, women’s
and children’s clothing and wearing apparel. As at the date of this Prospectus, PPRPL does not hold Equity Shares,
in our Company.

Promoters

The promoters of PPRPL are Swami Mukta Nand, Snehlata Bharat and Ram Bharat.

Directors

The board of directors of PPRPL as on the date of this Prospectus are Ram Bharat and Snehlata Bharat.

Capital structure

The authorised share capital of PPRPL as on date of this Prospectus is = 50,00,00,000 divided into 5,00,00,000
equity shares of = 10 each.

The issued, paid-up and subscribed share capital of PPRPL as on the date of this Prospectus is = 3,17,00,000.
Shareholding pattern of PPRPL

The shareholding pattern of PPRPL as on date of this Prospectus is as follows:

 

 

 

 

Name of the shareholder Number of equity shares of = 10 each % of shareholding
Ram Bharat 28,65,000 90.38
Swami Mukta Nand 3,05,000 9.62

 

 

 

 

Details of change in control of PPRPL

Except as stated below, there have been no change in the control of PPRPL in the last three years preceding the
date of this Prospectus.

298
 

 

 

 

 

Name of shareholder Number of equity shares of 10 each Date of allotment
Ram Bharat 18,60,000 June 8, 2019
Ram Bharat 10,00,000 February 25, 2019
Swami Mukta Nand 3,00,000 June 8, 2019

 

 

 

 

Our Company confirms that the permanent account number, bank account number, company registration number
and address of the registrar of companies where PPRPL is registered will be submitted to the Stock Exchanges at
the time of filing the Draft Red Herring Prospectus.

13. Patanjali Natural Biscuits Private Limited (“PNBPL”)

Corporate information and history

PNBPL was incorporated on August 4, 2016 as a private limited company under the Companies Act, 2013. The
registered office of PNBPL is situated at Admin-I, Patanjali Food & Herbal Park, Village-Padartha, Laksar Road
Haridwar Uttarakhand 249 404. There have been no changes to the primary business activities undertaken by
PNBPL.

PNBPL is engaged in the business activities of manufacturing, processing, presenting, buying, selling, importing,
exporting and dealing of inter alia all kind of biscuits confectionaries, cakes, all kinds of food products, pastries,
varieties of condensed milk, jellies, jams, custards and consumable provisions of every description for human
consumption. As at the date of this Prospectus, PNBPL does not hold Equity Shares, in our Company.
Promoters

The promoters of PNBPL are Acharya Balkrishna, Swami Paramarthdev and Ram Bharat.
Directors

The board of directors of PNBPL as on the date of this Prospectus are Ram Bharat and Swami Paramarthdev.
Capital structure

The authorised share capital of PNBPL as on date of this Prospectus is = 20,00,00,000 divided into 2,00,00,000
equity shares of = 10 each.

The issued, paid-up and subscribed share capital of PNBPL as on the date of this Prospectus is = 10,72,66,200.

Shareholding pattern of PNBPL

The shareholding pattern of PNBPL as on date of this Prospectus is as follows:

 

 

 

 

 

 

 

 

Name of the shareholder Number of equity shares of = 10 each % of shareholding
Acharya Balkrishna 71,09,120 66.29
Som Suvedi 14,47,000 13.49
Yubraj Subedi 7,23,500 6.74
Pawman Suvedi 7,23,500 6.74
Brahm Dutt Suvedi 7,23,500 6.74

 

 

 

Details of change in control of PNBPL

There has been no change in the control of PNBPL in the last three years preceding the date of this Prospectus.
Our Company confirms that the permanent account number, bank account number, company registration number
and address of the registrar of companies where PNBPL is registered will be submitted to the Stock Exchanges at
the time of filing the Draft Red Herring Prospectus.

14. Gangotri Ayurveda Private Limited (“GAL”)

Corporate information and history

299
GAL was incorporated on September 6, 2006 as a private limited company under the Companies Act, 1956 and
was converted into public limited company on February 23, 2010. GAL was converted to private limited company
on July 7, 2021. The registered office of GAL is situated at First Floor, Awadh Tower Nawal Kishor Road,
Hazratganj, Lucknow 226001. There have been no changes to the primary business activities undertaken by GAL.
GAL is engaged in the business activities of manufacture, process, refine, formulate, import, export, buy, sell and
otherwise deal in all kinds of Ayurvedic, Uniani, Homeopathic, Allopathic medicine and Herbal cosmetics, herbal
and life-saving drugs. As at the date of this Prospectus, GAL does not hold Equity Shares, in our Company.
Promoters

The promoters of GAL are Acharya Balkrishna, Ram Bharat, Ajai Kumar Arya, Swami Mukta Nand, Jaideep
Arya, Sadhvi Devpriya, Rakesh Mittal and Patanjali Natural Biscuits Private Limited.

Directors

The board of directors of GAL as on the date of this Prospectus are Ram Bharat, Acharya Balkrishna, Som Suvedi
and Swami Paramarthdev.

Capital structure

The authorised share capital of GAL as on date of this Prospectus is = 1,00,00,000 divided into 10,00,000 equity
shares of 10 each.

The issued, paid-up and subscribed share capital of GAL as on the date of this Prospectus is = 51,87,940.
Shareholding pattern of GAL

The shareholding pattern of GAL as on date of this Prospectus is as follows:

 

 

 

 

 

 

 

 

 

 

Name of the shareholder Number of equity shares of = 10 each % of shareholding
‘Aacharya Balkrishna 3,36,872 64.93
Ram Bharat 37,380 7.20
Patanjali Natural Biscuits Private Limited 144,492 27.85
‘Ajai Kumar Arya 10 Negligible
Swami Mukta Nand 10 Negligible
Jaideep Arya 10 Negligible
Sadhvi Devpriya 10 Negligible
Rakesh Mittal 10 Negligible

 

 

 

 

Details of change in control of GAL

There has been no change in the control of GAL in the last three years preceding the date of this Prospectus

Our Company confirms that the permanent account number, bank account number, company registration number
and address of the registrar of companies where GAL is registered will be submitted to the Stock Exchanges at
the time of filing the Draft Red Herring Prospectus.

15. Swasth Aahar Private Limited (“SAPL”)

Corporate information and history

SAPL was incorporated on November 26, 2015 as a private limited company under the Companies Act, 2013.
The registered office of SAPL is situated at Patanjali Food and Herbal Park, Village Padartha, Laskar Road,
Haridwar, Uttarakhand — 249 405. There have been no changes to the primary business activities undertaken by

SAPL.

SAPL is engaged in the business activities to manufacture, producers, processors, makers, converters, inventors,
refiners, extractors, importers, exporters, traders, buyers, sellers, retailers, wholesalers, suppliers, indenters,

300
packers, re-packers, bottlers, movers, preservers, stockiest, agents, sub-agents, merchants, distributors,
consignors, jobbers, brokers, concessionaire, or otherwise deal in all kind of food products, mineral and aerated
waters, fruit juices, frozen foods, frozen fruits and vegetables, canned and tinned processed foods, protein, health
and instant foods, baby and diabetic foods, cereals, beverages, cordials, tonics, processed foods, health foods,
protein foods, food products, agro foods, fast foods, packed foods, dairy product, health and diet drinks, extruded
foods, dehydrated foods, precooked foods, canned foods, preserved foods, bakery products and noodles, jams,
jelly, pickles, sausages, nutrient, health and diet foods/drinks, extruded foods, confectionary items, sweets, cereals
products, vegetable and any other food products in and outside India. As at the date of this Prospectus, SAPL does
not hold Equity Shares, in our Company.

Promoters
The promoters of SAPL are Ram Bharat, Som Suvedi, Yadu Nath Suvedi, Saket Aggarwal and Shivya Aggarwal.
Directors

The board of directors of SAPL as on the date of this Prospectus are: (i) Saket Aggarwal; (ii) Rakesh Mittal; and
(iii) Shivya. Aggarwal.

Capital structure

The authorised share capital of SAPL as on date of this Prospectus is = 11,00,00,000 divided into 1,10,00,000
equity shares of = 10 each.

The issued, paid-up and subscribed share capital of SAPL as on the date of this Prospectus is = 10,00,00,000.
Shareholding pattern of SAPL

The shareholding pattern of SAPL as on date of this Prospectus is as follows:

 

 

 

 

 

 

 

Name of the shareholder Number of equity shares of € 10 each % of shareholding
Ram Bharat 26,00,000 26.00
‘Som Suvedi 25,00,000 25.00
Yadu Nath Suvedi 25,00,000 25.00
Saket Aggarwal 12,00,000 12.00
Shivya Aggarwal 12,00,000 12.00

 

 

 

 

Details of change in control of SAPL
There has been no change in the control of SAPL in the last three years preceding the date of this Prospectus.

Our Company confirms that the permanent account number, bank account number, company registration number
and address of the registrar of companies where SAPL is registered will be submitted to the Stock Exchanges at
the time of filing the Draft Red Herring Prospectus.

16. Patanjali Renewable Energy Private Limited (“PREPL”)
Corporate information and history

PREPL was originally incorporated on June 10, 2011 as Advance Navigation and Solar Technologies Private
Limited under the Companies Act, 1956. Subsequently, the name was changed to Patanjali Renewable Energy
Private Limited, for which a fresh certificate of incorporation consequent to the change of name was issued by the
RoC, Delhi on February 22, 2018. The registered office of PREPL is situated at Ground Floor, Guru Gorakhnath
Mandir Nirman Samiti, HAF Pocket -3, Sector 7, Dwarka, Delhi - 110 045. There have been no changes to the
primary business activities undertaken by PREPL since its incorporation. PREPL is engaged in the business of
manufacturing photovoltaic solar modules of various capacities in all or any of its branches including the
production, treatment, storage, application, and sale of, and to manufacture of all its associated equipment’s.

As at the date of this Prospectus, PREPL does not hold Equity Shares, in our Company.

301
Promoters

The promoters of PREPL are Acharya Balkrishna, Rohini Infracon Private Limited and Kankhal Ayurveda Private

Limited.

Directors

The board of directors of PREPL as on the date of this Prospectus are: (i) Rishi Kumar; and (iii) Som Suvedi.

Capital structure

The authorised share capital of PREPL as on date of this Prospectus is = 40,00,00,000 divided into 4,00,00,000

equity shares of = 10 each.

The issued, paid-up and subscribed share capital of PREPL as on the date of this Prospectus is = 31,78,32,480.

Shareholding pattern of PREPL

The shareholding pattern of PREPL as on date of this Prospectus is as follows:

 

 

 

 

 

 

 

 

Name of the shareholder Number of equity shares of = 10 each % of shareholding
Acharya Balkrishna 2,78,49,915 87.62
Gangotri Ayurveda Private Limited 17,00,000 5.35
Rohini Infracon Private Limited 10,66,666 3.36
Kankhal Ayurveda Private Limited 6,66,667 2.10
Patanjali Corrupack Private Limited 5,00,000 157

 

 

 

Details of change in control of PREPL

There has been no change in the control of PREPL, in the last three years preceding the date of this Prospectus.
Our Company confirms that the permanent account number, bank account number, company registration number
and address of the registrar of companies where PREPL is registered will be submitted to the Stock Exchanges at
the time of filing the Draft Red Herring Prospectus.

17. Vedic Ayurmed Private Limited (“VAPL”)

Corporate information and history

VAPL was incorporated on January 5, 2009 as a private limited company under the Companies Act, 1956. The
registered office of VAPL is situated at 7 A, Sandesh Nagar Kankhal, Haridwar, Uttarakhand - 249408. There

have been no changes to the primary business activities undertaken by VAPL since its incorporation.

Vedic Ayurmed Private Limited is engaged in the business as manufacturers, producers, distributors in all kinds
and species of Ayurvedic, Unani, Herbal and Veterinary medicines and products including nutrition supplements.

As at the date of this Prospectus, VAPL does not hold Equity Shares, in our Company.

Promoters

The promoters of VAPL are (i) Acharya Balkrishna; (ii) Ram Bharat and (iii) Swami Mukta Nand.
Directors

The directors on the board of directors of VAPL as on the date of this Prospectus are: (i) Ram Bharat; and (ii)
Swami Paramarthdev.

Capital structure

302
The authorised share capital of VAPL as on date of this Prospectus is = 10,00,000 divided into 1,00,000 equity
shares of = 10 each.

The issued, paid-up and subscribed share capital of VAPL as on the date of this Prospectus is = 1,00,000.
Shareholding pattern of VAPL

The shareholding pattern of VAPL as on date of this Prospectus is as follows:

 

 

 

 

 

 

Name of the shareholder Number of equity shares of = 10 each % of shareholding
Swami Mukta Nand 5,250. 52.50
Acharya Balkrishna 4,750 47.50

 

 

Details of change in control of VAPL

There has been no change in the control of VAPL in the last three years preceding the date of this Prospectus
Our Company confirms that the permanent account number, bank account number, company registration number
and address of the registrar of companies where VAPL is registered will be submitted to the Stock Exchanges at
the time of filing the Draft Red Herring Prospectus.

18. Yogakshem Sansthan (“Yogakshem”)

Corporate information and history

‘Yogakshem was incorporated on May 16, 2016 as a private limited company under Section 8 of the Companies
Act, 2013. The registered office of Yogakshem is situated at 6-A, Sandesh Nagar, Near Nikunj Dham Kankhal
249 408, Haridwar, Uttarakhand. The objects clause of Yogakshem Sansthan has been amended to include certain
new objects after incorporation.

Yogakshem is engaged in the business activities of setting up of yoga centres for propagation and promoting yoga,
pranayam and panchkaram, caring of life, nature and health and to set up health centres for the treatment of persons
through yoga, naturopathy, ayurved and any other system of treatment, to develop herbal cultivation, herbal
garden, organic farming, and to carry out research in yoga and ayurved and similar system. The business activity
of Yogakshem Sansthan has been expanded to include receipt of grants, donations, or any other financial
contribution including securities of body corporate, to purchase any assets or business, to set up infrastructure in
relation to food and herbal park, etc to meet out the requirements of funds to achieve the main objects.

As at the date of this Prospectus, Yogakshem holds 6,00,00,000 Equity Shares, representing 20.28% of the issued,
subscribed and paid-up Equity Share capital of our Company.

Promoters
The promoters of Yogakshem are Divya Yog Mandir Trust and Patanjali Sewa Trust.
Directors

The board of directors of Yogakshem as on the date of this Prospectus are: (i) Acharya Balkrishna; and (ii) Swami
Mukta Nand; and (iii) Ramdev.

Capital structure

The authorised share capital of Yogakshem as on date of this Prospectus is = 10,00,000 divided into 1,00,000
equity shares of = 10 each.

The issued, paid-up and subscribed share capital of Yogakshem as on the date of this Prospectus is = 4,00,000.
Shareholding pattern of Yogakshem

The shareholding pattern of Yogakshem as on date of this Prospectus is as follows:

303
 

Name of the shareholder Number of equity shares of € 10 each % of shareholding

 

 

 

 

 

 

 

Divya Yog Mandir Trust 24,000 60.00
Patanjali Sewa Trust 15,999 39.99
Ramdev 1 Negligible

 

Details of change in control of Yogakshem

Except as stated below, there has been no change in the control of Yogakshem in the last three years preceding
the date of this Prospectus.

 

Name of transferor Name of transferee Date of transfer _| Number of equity shares
Patanjali Sewa Trust DYMT February 4, 2021 24,000

 

 

 

 

 

 

 

Our Company confirms that the permanent account number, bank account number, company registration number
and address of the registrar of companies where Yogakshem is registered will be submitted to the Stock Exchanges
at the time of filing the Draft Red Herring Prospectus.

Change in control of our Company

Acharya Balkrishna, Ram Bharat, Snehlata Bharat, Ruchi Soya Industries Limited Beneficiary Trust, Patanjali
Ayurved Limited, Vedic Broadcasting Limited, Patanjali Peya Private Limited, Patanjali Natural Biscuits Private
Limited, Divya Packmaf Private Limited, Divya Yog Mandir Trust, Patanjali Gramudyog Nayas, Patanjali
Parivahan Private Limited, Vedic Ayurmed Private Limited, Sanskar Info TV Private Limited, Patanjali Agro
India Private Limited, SS Vitran Healthcare Private Limited, Patanjali Paridhan Private Limited, Gangotri
Ayurveda Private Limited, Swasth Aahar Private Limited, Patanjali Renewable Energy Private Limited are not
the original promoters of our Company and acquired majority shareholding and control in and of our Company
on December 18, 2019, pursuant to the Patanjali Resolution Plan. For further details, see “History and Certain
Corporate Matters” and “Capital Structure” on pages 259 and 91 respectively. Divya Yog Mandir Trust through
a declaration of donation/gift on March 31, 2021, donated 6,00,00,000 Equity Shares to Yogakshem Sansthan.
Pursuant to the acquiring the Equity Shares and the filings made under the applicable provisions of the Takeover
Regulations, Yogakshem Sansthan was identified as a Promoter of our Company.

Interests of Promoters

Our Promoters are interested in our Company to the extent of (i) their respective shareholding in our Company
and the dividend received and any other distributions in respect of their respective shareholding in our Company;
(ii) their directorship in our Company; and (iii) any transactions our Company has undertaken or may undertake
with them and other entities in which they hold shares, or which are controlled by our Promoters. For further
details, see “Capital Structure”, “Our Management” and “Other Financial Information — Related Party
Transactions” on pages 91, 272 and 410, respectively.

Except, for sale of land from Patanjali Natural Biscuits Private Limited, in which Acharya Balkrishna is a promoter
and holds 66.28% of the equity share and Ram Bharat who is a director, to our Company for a total consideration
of 22,337.36 lakhs and 2706.02 lakhs pursuant to Business Transfer Agreement, and for purchase of machinery
from Patanjali Ayurved Limited of % 56.34 lakhs during the six months period ended September 30, 2021, of =
94.51 lakhs during Financial Year ended March 31, 2021 and of 3317.70 lakhs during Financial Year March 31,
2020, in which Acharya Balkrishna is a promoter, director and holds 98.54% of the equity share and Ram Bharat
who is a director, by our Company, our Promoters have no interest, whether direct or indirect, in any property
acquired by our Company within the preceding three years from the date of this Prospectus or proposed to be
acquired by it as on the date of filing of this Prospectus, or in any transaction by our Company for acquisition of
land, construction of building or supply of machinery, etc. For details on the Business Transfer Agreement see
“History and Certain Corporate Matters - Business transfer agreement executed between our Company and
Patanjali Natural Biscuits Private Limited dated May 11, 2021” on page 261 and for details on the related party
transactions, see “Restated Financial Statements — Note 39 — Related party relationships, transactions and
balances” on page 384.

Our Promoters are not interested as a member of a firm or company, and no sum has been paid or agreed to be
paid to our Promoters or to such firm or company in cash or shares or otherwise by any person either to induce

304
such person to become, or qualify him as a director, or otherwise for services rendered by him or by such firm or
company in connection with the promotion or formation of our Company.

Except as stated above and in “Restated Financial Statements — Note 39 — Related party relationships, transactions
and balances” on page 384, our Promoters do not have any other interest in our Company or in any transaction
by our Company.

Payment or benefits to Promoters or Promoter Group

Except for the interests as disclosed in ‘/nterest of our Promoters’ above and “Restated Financial Statements
Note 39 — Related party relationships, transactions and balances” on page 384, there has been no amount or
benefit paid or given within the two years preceding the date of this Prospectus or intended to be paid or given to
our Promoters or any member of our Promoter Group.

Disassociation by Promoters in the last three years

Our Promoters have not disassociated from any company or firm in the three years immediately preceding the
date of this Prospectus.

Material guarantees

Our Promoters, Patanjali Ayurved Limited, Patanjali Parivahan Private Limited, Yogakshem Sansthan and
Patanjali Gramudyog Nayas have issued letters of comfort in favour of our Company’s lenders, State Bank of
India, Punjab National Bank, Union Bank of India, Canara Bank (erstwhile Syndicate Bank) and Indian Bank
(erstwhile Allahabad Bank) for term loan and working capital loan aggregating % 3,29,525.00 lakhs and COVID-
19 loan of % 8,000.00 lakhs availed by our Company. Our Individual Promoters, Acharya Balkrishna and Ram
Bharat have given personal guarantees in relation to said loans. For details, see “Risk Factors- Our Promoters
namely Acharya Balkrishna and Ram Bharat and directors of one of our Promoter, Patanjali Ayurved Limited
have provided personal guarantees and certain of our Promoters have given a letter of comfort, for loans availed
by us. In event of default on the debt obligations, the personal guarantees and letter of comfort may be invoked
thereby adversely affecting our Promoters ability to manage the affairs of our Company and consequently this
may impact our business, prospects, financial condition and results of operations” on page 54.

Promoter Group

In addition to our Promoters, the individuals and entities that form a part of the Promoter Group of our Company
in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations are set out below:

Natural persons who are part of the Promoter Group
The natural persons who are part of the Promoter Group are as follows:
1. Jai Ballabha Suvedi*;

2. Sumita Devi;

3. Brahm Dutt Suvedi 4;

4. Pawman Suvedi 4;

5. Som Suvedi‘;

6. Yubraj Subedi4;

7. Yadu Nath Suvedi/;

8. Kamla;

9. Rajkumar;

10. Ritambhara;

305
11. Sunita;

12. Sushila;

13. Suman Devi;

14. Ram Niwas Yadav;

15. Gulab Devi;

16. Ramashish;

17. Krishna;

18. Kumari Pragya;

19. Dev Dutt; and

20. Ramdev.

Acharya Balkrishna, one of the Individual Promoters of our Company is a ‘sanyasi’ and therefore, the KYC documents
mentions the name of his religious father, being Shankar Dev. The names of the individuals identified as Promoter Group in

this Prospectus are Acharya Balkrishna’s immediate relatives

 

is per SEBI ICDR Regulation

 

Entities forming part of the Promoter Group

 

Sr.
No.

Name of Promoter Group Entity

Relationship with the Promoter

 

Acharya Balkrishna

 

Herbo Ved Gram Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

Shivalick Agroherb Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

Himalick Herbo Healthcare Private
Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

Gau Krishi Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

Patanjali Aarogya Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

Patanjali Wellness Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

Patanjali Textiles Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

‘Aarogya Herbs

Limited

(india) Private

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

 

 

Patanjali Corrupack Private Limited

 

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

306

 
 

Sr.
No.

Name of Promoter Group Entity

Relationship with the Promoter

 

10.

Devam Ayurveda Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

11.

Kankhal Ayurveda Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

5

Rohini Infracon Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

13.

Herbo Gau Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

14.

Patanjali Natural Coloroma Private
Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

15.

Golden Feast India Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

16.

Patanjali Organic Research Institute
Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

17.

Tejas Urja Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

18.

Patanjali Madhuram Udyog Private
Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

19.

Yuganukul Krishi Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

20.

Chaitanya Private

Limited

‘Ayurveda

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

21,

Patanjali Food and Herbal Park
Bundelkhand Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

22.

Multiple Buildwell Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

2,

Social Revolution Media &
Research Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

24.

FIT India Organic Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

 

25.

 

Ecogreen Building Materials Private
Limited

 

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

307

 
 

Sr.
No.

Name of Promoter Group Entity

Relationship with the Promoter

 

26.

Herbo Yog Gram Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

27.

Omgreen Agro Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

28.

Jadibuti Krishi Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

29.

North East Herboveda Park Private
Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

30.

Verve Corporation Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

31.

Pleasant Vihar Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

32.

Vedalife
Limited

Rejuvenation Private

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

33.

Rajas Aerosports and Adventures
Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

34,

Prakriti India Private

Limited

Organics

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

35.

Bharuwa Solutions Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

36.

Patanjali Agro Revolution Private
Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

37.

Dynamic Buildcon Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

38.

Patanjali Biscuits Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

39.

Universal TV Network Private

Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

Bharuwa Science Private

Limited

Agri

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

 

41.

 

Patanjali Food and Herbal Park
Nagpur Private Limited

 

Body corporate in which a body corporate (where 20% or more of the
equity share capital is held by the Promoter or an immediate relative of the
Promoter or a firm or Hindu Undivided Family in which the Promoter or

 

308

 
 

Sr.

Name of Promoter Group Entity

Relationship with the Promoter

 

any one or more of their relative is a member) holds 20% or more of the
equity share capital.

 

42.

Patanjali Food and Herbal Park
Noida Private Limited

Body corporate in which a body corporate (where 20% or more of the
equity share capital is held by the Promoter or an immediate relative of the
Promoter or a firm or Hindu Undivided Family in which the Promoter or
any one or more of their relative is a member) holds 20% or more of the
equity share capital.

 

43,

Patanjali Food and Herbal Park
Jammu Private Limited

Body corporate in which a body corporate (where 20% or more of the
equity share capital is held by the Promoter or an immediate relative of the
Promoter or a firm or Hindu Undivided Family in which the Promoter or
any one or more of their relative is a member) holds 20% or more of the
equity share capital.

 

Patanjali Ayurved Private Limited,
Nepal

Body corporate in which a body corporate (where 20% or more of the
equity share capital is held by the Promoter or an immediate relative of the
Promoter or a firm or Hindu Undivided Family in which the Promoter or
any one or more of their relative is a member) holds 20% or more of the
equity share capital.

 

45.

Patanjali Food and Herbal Park
Private Limited

Body corporate in which a body corporate (where 20% or more of the
equity share capital is held by the Promoter or an immediate relative of the
Promoter or a firm or Hindu Undivided Family in which the Promoter or
any one or more of their relative is a member) holds 20% or more of the
equity share capital.

 

46.

Patanjali Food and Herbal Park
Andhra Sansthan

Body corporate in which a body corporate (where 20% or more of the
equity share capital is held by the Promoter or an immediate relative of the
Promoter or a firm or Hindu Undivided Family in which the Promoter or
any one or more of their relative is a member) holds 20% or more of the
equity share capital.

 

47.

Vedic Broadcasting Network (UK)
Limited.

Body corporate in which a body corporate (where 20% or more of the
equity share capital is held by the Promoter or an immediate relative of the
Promoter or a firm or Hindu Undivided Family in which the Promoter or
any one or more of their relative is a member) holds 20% or more of the
equity share capital.

 

Sanskar Info TV UK Limited.

Body corporate in which a body corporate (where 20% or more of the
equity share capital is held by the Promoter or an immediate relative of the
Promoter or a firm or Hindu Undivided Family in which the Promoter or
any one or more of their relative is a member) holds 20% or more of the
equity share capital.

 

49.

Bharuwa Agro Solution Private

Limited

Body corporate in which a body corporate (where 20% or more of the
equity share capital is held by the Promoter or an immediate relative of the
Promoter or a firm or Hindu Undivided Family in which the Promoter or
any one or more of their relative is a member) holds 20% or more of the
equity share capital.

 

Ram Bharat

 

Patanjali Biscuits Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

Patanjali Natural Commodities

Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

Patanjali Natural Eatables Private
Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

Gomti India Private

Limited

Beverages

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

 

 

Krishna Dal Mill Private Limited

 

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

309

 
 

Sr.
No.

Name of Promoter Group Entity

Relationship with the Promoter

 

Patanjali Flexipak Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

Khajana Packmaf Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

Atri Papers Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

Parakram Security India Private
Limited

Body corporate in which a body corporate (where 20% or more of the
equity share capital is held by the Promoter or an immediate relative of the
Promoter or a firm or Hindu Undivided Family in which the Promoter or
any one or more of their relative is a member) holds 20% or more of the
equity share capital.

 

10.

‘Aerodeep Remedies Private Limited

Body corporate in which a body corporate (where 20% or more of the
equity share capital is held by the Promoter or an immediate relative of the
Promoter or a firm or Hindu Undivided Family in which the Promoter or
any one or more of their relative is a member) holds 20% or more of the
equity share capital.

 

11.

‘Aarogya Dairy Products Private
Limited (earlier known as Bhiwadi
Milk Product Private Limited)

Body corporate in which a body corporate (where 20% or more of the
equity share capital is held by the Promoter or an immediate relative of the
Promoter or a firm or Hindu Undivided Family in which the Promoter or
any one or more of their relative is a member) holds 20% or more of the
equity share capital.

 

Snehlata Bharat

 

Patanjali Biscuits Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

Patanjali Natural Commodities

Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

Patanjali Natural Eatables Private
Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

Gomti India Private

Limited

Beverages

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

Krishna Dal Mill Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

Patanjali Flexipak Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

Khajana Packmaf Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

Atri Papers Private Limited

Body corporate in which 20% or more of the equity share capital is held
by the Promoter or an immediate relative of the Promoter or a firm or
Hindu Undivided Family in which the Promoter or any one or more of
their relative is a member.

 

 

 

Parakram Security India Private
Limited

 

Body corporate in which a body corporate (where 20% or more of the
equity share capital is held by the Promoter or an immediate relative of the
Promoter or a firm or Hindu Undivided Family in which the Promoter or

 

310

 
 

Sr.

Name of Promoter Group Entity

Relationship with the Promoter

 

any one or more of their relative is a member) holds 20% or more of the
equity share capital.

 

10.

‘Aerodeep Remedies Private Limited

Body corporate in which a body corporate (where 20% or more of the
equity share capital is held by the Promoter or an immediate relative of the
Promoter or a firm or Hindu Undivided Family in which the Promoter or
any one or more of their relative is a member) holds 20% or more of the
equity share capital.

 

i,

‘Aarogya Dairy Products Private
Limited (earlier known as Bhiwadi
Milk Product Private Limited)

Body corporate in which a body corporate (where 20% or more of the
equity share capital is held by the Promoter or an immediate relative of the
Promoter or a firm or Hindu Undivided Family in which the Promoter or
any one or more of their relative is a member) holds 20% or more of the
equity share capital.

 

Patanjali Ayurved Limited

 

Patanjali Food and Herbal Park
Nagpur Private Limited

Subsidiary of Patanjali Ayurved Limited

 

 

Patanjali Food and Herbal Park
Noida Private Limited

Subsidiary of Patanjali Ayurved Limited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3. | Patanjali Food and Herbal Park | Subsidiary of Patanjali Ayurved Limited
Jammu Private Limited
4. Krishna Multi Facility Enterprises _ | Subsidiary of Patanjali Ayurved Limited
5. ‘Aarogya Flour Mill Subsidiary of Patanjali Ayurved Limited
6. | Patanjali Food and Herbal Park | Body corporate in which the Promoter holds 20% or more equity share
Private Limited capital
7. | Patanjali Food and Herbal Park | Body corporate in which the Promoter holds 20% or more equity share
Andhra Sansthan capital
Patanjali Parivahan Private Limited
1s Prakram Security India Private | Subsidiary of Patanjali Parivahan Private Limited
Limited
2. Aerodeep Remedies Private Limited | Body corporate in which the Promoter holds 20% or more equity share
capital
3. | Paramparik Krishi Co Body corporate in which the Promoter holds 20% or more equity share
capital
4. | Fresh Crops Co Body corporate in which the Promoter holds 20% or more equity share
capital
Vedic Broadcasting Limited
1s Vedic Broadcasting Network (UK) | Subsidiary of Vedic Broadcasting Limited
Limited
Patanjali Peya Private Limited
1. Satvik Aahar Co Body corporate in which the Promoter holds 20% or more equity share

capital

 

 

JS & Company

Body corporate in which the Promoter holds 20% or more equity share
capital

 

Patanjali Natural Biscuits Private Limited

 

 

 

 

 

 

 

 

 

 

 

 

1. CPG Aqua Private Limited Wholly-owned subsidiary of Patanjali Natural Biscuits Private Limited
2. | Patanjali Food and Herbal Park | Body corporate in which the Promoter holds 20% or more equity share
Andhra Sansthan capital
& Mewar Cultivation Co. Body corporate in which the Promoter holds 20% or more equity share
capital
Sanskar Info TV Private Limited
4, Sanskar Info TV UK Limited Subsidiary of Sanskar Info TV Private Limited
Patanjali Agro India Private Limited
1. ‘Aarogya Dairy Products Private | Subsidiary of Patanjali Agro India Private Limited
Limited (erstwhile Bhiwadi Milk
Product Private Limited)
2 Aerodeep Remedies Private Limited | Body corporate in which the Promoter holds 20% or more equity share
capital
3. Swavlamban Krishi Company Body corporate in which the Promoter holds 20% or more equity share
capital
4. Jaivik Krishi Company Body corporate in which the Promoter holds 20% or more equity share
capital
5. Bhoomi Enterprises Body corporate in which the Promoter holds 20% or more equity share

 

 

capital

 

 

Vedic Ayurmed Private Limited

 

311

 
 

Name of Promoter Group Entity

Relationship with the Promoter

 

Fresh Crops Co.

Body corporate in which the Promoter holds 20% or
capital

more

equity share

 

 

Devam Agro Producer Co.

Body corporate in which the Promoter holds 20% or
capital

more

equity share

 

Patanjali Paridhan Private Limited

 

 

 

 

 

 

 

 

1. Dhoomawati Enterprises Body corporate in which the Promoter holds 20% or more equity share
capital
Gangotri Ayurveda Private Limited
1. Patanjali Ayurved Private Limited, | Subsidiary of Gangotri Ayurveda Private Limited
Nepal
@ Patanjali Natural Coloroma Private | Body corporate in which the Promoter holds 20% or more equity share
Limited capital
3 Devam Ayurveda Private Limited Body corporate in which the Promoter holds 20% or more equity share
capital
4. Swastik Jadibuti Company Body corporate in which the Promoter holds 20% or more equity share
capital
Bs Samarpan Herbs Company Body corporate in which the Promoter holds 20% or more equity share

 

 

capital

 

312

 
OUR GROUP COMPANIES

In terms of the SEBI ICDR Regulations, the term ‘group companies’ includes (i) such companies (other than
promoter(s) and subsidiary(ies)) with which the issuer company had related party transactions during the period
for which financial information is disclosed in the issue document, as covered under the applicable Accounting
Standards, and (ii) any other companies as considered material by the board of directors of the issuer.

However, upon completion of the CIRP and implementation of the Patanjali Resolution Plan in terms of the NCLT
Order, with effect from December 18, 2019, the Company was required to: (i) de-recognise the erstwhile
promoters of the Company (“Erstwhile Promoters”) as its current promoters; (ii) de-recognise the erstwhile
promoter group of the Company (“‘Erstwhile Promoter Group”) as its current promoter group; and (iii) hold
shareholding of the erstwhile subsidiaries and joint venture of the Company (‘Identified Entities”) only in trust
for the benefit and cost of the identified buyer.

 

Accordingly, all such companies (other than the Company's current Corporate Promoters, Erstwhile Promoters,
members of the Erstwhile Promoter Group and the Identified Entities) with which the Company had related party
transactions during the period covered in the Restated Financial Statements, shall be considered as ‘Group
Companies’, in terms of the SEBI ICDR Regulations. In addition, for the purposes of point (ii) above, the policy
on identification of any other ‘material’ companies for consideration as ‘Group Companies’ (other than those
covered under the schedule of related party transactions as per the Restated Financial Statements), is as set out
below.

  

Further, the Board pursuant to the Materiality Policy has determined that, a company shall be considered
material and will be disclosed as a ‘Group Company’ if: such company (a) is a member of the Promoter Group
(other than the Company's Corporate Promoters); and (b) has entered into one or more transactions with the
Company during the last completed full financial year and the most recent period (if applicable) of the Restated
Financial Statements, which, individually or cumulatively in value, exceeds 10% of the turnover of the Company
as per the Restated Financial Statements of the last completed full financial year and the relevant stub period, as
applicable.

 

As required under the SEBI ICDR Regulations, the financial information of the respective Group Companies as
disclosed in this section shall be hosted on the respective websites. Such financial information shall be accessible
at http://atripapers.org/financial-performance.html, http://www.bharuwasolution.com/financial-
performance.php, https://mohanfabtech.org/financial-performance.html and
https://parakramsecurity.com/financial-performance.html.

Our Group Companies are as set forth below:

1. Parakram Security India Private Limited;

2. Mohan Fabtech Private Limited;

3. Bharuwa Solutions Private Limited; and

4. Atri Papers Private Limited.

Details of our Group Companies

The details of our Group Companies are provided below:

(a) Parakram Security India Private Limited (“Parakram Security”)
Corporate information
Parakram Security India Private Limited was incorporated as a private limited company under the name
of Prakaram Security Private Limited on June 5, 2017, under Companies Act, 2013 with the Registrar of
Companies, Kanpur. The name of the company was subsequently changed to Parakram Security India

Private Limited and fresh certificate of incorporation was issued on July 26, 2017 by the Registrar of
Companies, Kanpur. Currently, the company is registered with the Registrar of Companies, Uttrakhand.

313
(b)

©

Nature of activities

Parakram Security is engaged in the business of providing of security guard and manpower supply
services.

Financial performance

The following table sets forth details of the audited financial results of Parakram Security, on a standalone
basis, for Fiscals 2021, 2020, and 2019:
(in lakhs, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Fiscal 2021 Fiscal 2020 Fiscal 2019

Equity capital 10.00 10.00 10.00
Reserves (excluding revaluation reserves) (291.41) (4,227.06) (1,695.76)
Sales 11,493.70 9,694.37 9,020.03
Profit/(Loss) after Tax 935.65 468.70 (1,752.84)
EPS (basic) (in 2) 935.65 468.70 (1,752.84)
EPS (diluted) (in 2) 935.65 468.70 (1,752.84)
Net asset value per share (in 2)* (281.41) (4,217.06) (1,685.76)

 

 

ANet asset value per equity share is calculated by dividing total equity of the company by weighted average number of equity shares
outstanding at the end of the each period/year.

There are no significant notes of the auditors in relation to the aforementioned financial statements for
the last three Fiscals.

Mohan Fabtech Private Limited (“Mohan Fabtech”)

Corporate information

Mohan Fabtech Private Limited was incorporated as a private limited company on September 6, 2010,
under Companies Act, 1956 with the Registrar of Companies, Uttar Pradesh and Uttarakhand. Currently,
the Company is registered with the Registrar of Companies, Uttarakhand.

Nature of activities

Mohan Fabtech is engaged in the business of manufacture of fabricated machines, and related activities.
Financial performance

The following table sets forth details of the audited financial results of Mohan Fabtech, on a standalone

basis, for Fiscals 2021, 2020 and 2019:
(in & lakhs, except per share data)

 

 

 

 

 

 

 

 

 

Particulars Fiscal 2021 Fiscal 2020 Fiscal 2019

Equity capital 141.00 141.00 141.00
Reserves (excluding revaluation reserves) 92.52 106.17 84.02
Sales 987.83 1,203.14 1315.71
Profit(Loss) after Tax (13.65) 22.16 23.23
EPS (basic) (in 2) (0.97) 1.57 1.65
EPS (diluted) (in 2) (0.97) 1.57 1.65
Net asset value per share (in 2)A 16.56 17.53 15.96

 

 

 

 

ANet asset value per equity share is calculated by dividing total equity of the company by weighted average number of equity shares
outstanding at the end of the each period/year

There are no significant notes of the auditors in relation to the aforementioned financial statements for
the last three Fiscals.

Bharuwa Solutions Private Limited (“Bharuwa Solutions”)

Corporate information

314

 
(@)

Bharuwa Solutions was incorporated as a private limited company on April 12, 2019, under Companies
Act, 2013 with the Registrar of Companies, National Capital Territory of Delhi and Haryana at New
Delhi.

Nature of activities
Bharuwa Solutions is engaged in the business of software designing, development, customisation,

implementation, maintenance, testing and benchmarking, designing, developing, and dealing in
computer software and solutions, mobile app development and enhancing connectivity.

Financial performance

The following table sets forth details of the audited financial results of Bharuwa Solutions, on a

standalone basis, for Fiscals 2021, 2020 and 2019:
(in @ lakhs, except per share data)

 

 

 

 

 

 

 

 

 

 

Particulars Fiscal 2021 Fiscal 2020* Fiscal 2019
Equity capital 100.00 87.00 Nil
Reserves (excluding revaluation reserve) 1,788.89 972.98 Nil
Sales 1,903.49 1,065.72 Nil
Profit((Loss) after Tax 955.03 972.98 Nil
EPS (basic) (in 2) 100.10 111.84 Nil
EPS (diluted) (in 2) 100.10 111.84 Nil
Net asset value per share (in 2)* 197.99 121.84 Nil

 

 

 

 

*Period beginning from April 12, 2019 to March 31, 2020.
ANet asset value per equity share is calculated by dividing total equity of the company by weighted average number of equity shares
outstanding at the end of the each period/year.

There are no significant notes of the auditors in relation to the aforementioned financial statements for
the last three Fiscals.

Atri Papers Private Limited (“Atri Papers”)
Corporate information

Atri Papers Private Limited was originally incorporated as a private limited company under the name
and style of Patanjali Printers & Publishers Private Limited on August 20, 2009, under Companies Act,
1956 with the Registrar of Companies, Uttar Pradesh and Uttarakhand. The name of Patanjali Printers &
Publishers Private Limited was changed to Patanjali Flexipak Private Limited and fresh certificate of
incorporation was issued on December 30, 2009, by the Registrar of Companies, Uttar Pradesh and
Uttarakhand. Subsequently the name of company was changed to Atri Papers Private Limited on January
9, 2018, and fresh certificate of incorporation was issued by the Registrar of Companies, Uttarakhand.
Currently, the Company is registered with the Registrar of Companies, Uttarakhand.

Nature of activities

Atri Papers is engaged in the business of manufacturing and trading of corrugated boxes and packing
material. Further, it also engages in the trading of corrugated boxes and corrugated boxes and mono
cartons.

Financial performance
The following table sets forth details of the audited financial results of Atri Papers, on a standalone basis

for Fiscals 2021, 2020 and 2019:
(in lakhs, except per share data)

 

 

 

 

 

 

 

 

 

Particulars Fiscal 2021 Fiscal 2020 Fiscal 2019
Equity capital 382.00 382.00 382.00
Reserves (excluding revaluation reserves) 391.32 482.21 531.90
Sales 7,598.96 4,999.34 3,094.22
Profit/(Loss) after Tax (00.88) (49.70) (342.26)

 

315

 
 

 

 

 

 

 

 

 

Particulars Fiscal 2021 Fiscal 2020 Fiscal 2019
EPS (basic) (in 2) (2.38) (1.30) (8.96)
EPS (diluted) (in 2) (2.38) (1.30) (8.96)
Net asset value per share (in %)A 20.24 22.62 23.92

 

 

* Net asset value per equity share is calculated by dividing total equity of the company by weighted average number of equity
shares outstanding at the end of the each period/year.

There are no significant notes of the auditors in relation to the aforementioned financial statements for
the last three Fiscals.
Litigation

There are no pending litigation involving any Group Company which may have a material impact on our
Company.

Group Companies which are sick industrial companies

None of our Group Companies has become a sick company under the erstwhile Sick Industrial Companies (Special
Provisions) Act, 1985, as amended.

Group Companies under winding up/insolvency proceedings
None of our Group Companies are under winding up/insolvency proceedings.
Loss making Group Companies

The details of our loss-making Group Companies for the last three Fiscals are set out below:

 

 

 

 

 

 

 

 

 

 

 

 

Sr. | Name of the Group Profit (loss) after tax in % lakhs

No. Company Fiscal 2021 Fiscal 2020 Fiscal 2019

1 Atri Papers Private (90.88) (49.70) (342.
Limited

Sr. | Name of the Group Profit (loss) after tax in 2 lakhs

No. Company Fiscal 2021 Fiscal 2020 Fiscal 2019

1 Parakram Security 935.65 468.70 (1,752.84)
India Private Limited

Sr. | Name of the Group Profit (loss) after tax in % lakhs

No. Company Fiscal 2021 Fiscal 2020 Fiscal 2019

1 Mohan Fabtech (13.65) 22.16 23.23
Private Limited

 

 

 

 

 

 

 

Nature and extent of interest of Group Companies

None of our Group Companies have any interest in the promotion of our Company.

Our Group Companies have no interest, whether direct or indirect, in any property acquired by our Company
within the preceding three years from the date of this Prospectus or proposed to be acquired by it as on the date
of filing of this Prospectus, or in any transaction by our Company for acquisition of land, construction of building
or supply of machinery etc.

Defunct Group Companies

During the five years preceding the date of this Prospectus, no Group Company has remained defunct and no
application has been made to the relevant registrar of companies for striking off the name of the Group Company.

Common pursuits between our Group Companies and our Company
As on the date of this Prospectus, there are no common pursuits among any of our Group Companies and our

Company.

316
Related business transactions within the group and significance on the financial performance of our
Company

Except as disclosed in “Restated Financial Statements — Note 39 — Related party relationships, transactions and
balances” on page 384, there are no related business transactions within the Group Companies.

Business interests or other interests

Except as disclosed in “Restated Financial Statements — Note 39 — Related party relationships, transactions and
balances” on page 384, none of our Group Companies have any business interest in our Company.

Other Confirmations
(a) No equity shares of our Group Companies are listed on any stock exchange in India or abroad.

(b) — Exceptas disclosed below, none of our Group Companies have made any public or rights issue of securities
in the preceding three years.

On July 10, 2019, Bharuwa Solutions Private Limited had made a rights issue of 5,00,000 of its equity
shares, at an issue price of = 10 per equity share. The equity shares were subscribed and allotted to Acharya
Balkrishna.

On October 24, 2019, Bharuwa Solutions Private Limited had made a rights issue of 2,70,000 of its equity
shares, at an issue price of = 10 per equity share. The equity shares were subscribed and allotted to Acharya
Balkrishna.

On July 9, 2020, Bharuwa Solutions Private Limited had made a rights issue of 1,30,000 of its equity
shares, at an issue price of % 10 per equity share. The equity shares were subscribed and allotted to Acharya
Balkrishna.

(c) None of our Group Companies has failed to meet the listing requirements of any stock exchange in India
or abroad.

(d) None of our Group Companies have been refused listing during last ten years on any stock exchanges in
India or abroad.

Identified Entities

In terms of the Patanjali Resolution Plan and the NCLT Order, the Company lost control over the Identified
Entities on December 18, 2019. The Identified Entities were held by the Company only in trust and for the cost
and benefit of the Identified Buyer, post December 18, 2019.

In relation to RSIL Holdings Pvt. Ltd., Ruchi Worldwide Limited, Mrig Trading Pvt. Limited, Ruchi Industries
Pte. Ltd., Singapore and Ruchi Ethiopia Holdings Ltd., Dubai (“Erstwhile Subsidiaries”), the Board of Directors
of our Company approved the disposal of the Erstwhile Subsidiaries in accordance with terms of the NCLT Order
via a board resolution dated March 27, 2020 and subsequently entered into share purchase agreements for disposal
on March 27, 2020. While the share purchase agreement was entered into March 27, 2020:

@ Out of 60,60,000 equity shares of RSIL Holdings Pvt Ltd 60,59,999 equity shares as held by our
Company were transferred on December 31, 2020 and the remaining one share was transferred on
January 13, 2022.

(ii) The share transfer for Ruchi Worldwide Limited was undertaken on November 23, 2020, where out of
99,40,700 equity shares, 99,39,200 equity shares as held by our Company were transferred and the
remaining shares are still held by erstwhile promoters of our Company.

(iii) The share transfer for Mrig Trading Pvt. Limited was undertaken on March 28, 2020.

(iv) Further, the AD formalities are currently underway for RBI approval to undertake the transfer of shares

317
of Ruchi Ethiopia Holdings Ltd., Dubai. Our Company has received RBI approval the transfer of shares
of Ruchi Industries Pte. Ltd., Singapore and has, transferred the shares of Ruchi Industries Pte. Ltd, as
per the terms of the Patanjali Resolution Plan and the NCLT Order.

Further in relation to Ruchi Agri PLC, Ethiopia, Ruchi Agritrading Pte. Ltd., Singapore; Ruchi Agri SARLU,
Madagascar; Ruchi Middle East DMCC, Dubai; Ruchi Agri Plantation (Cambodia) Pte. Ltd., Cambodia; and
Palmolein Industries Pte. Ltd., Cambodia (collectively, “Erstwhile Stepdown Subsidiaries”):

@ Pursuant to the share purchase agreement dated March 27, 2020, the shares of Ruchi Agri PLC, Ethiopia
are considered to be beneficially owned by the Identified Buyer of Ruchi Ethiopia Holdings Ltd., Dubai.
In accordance with the NCLT Order our Company currently holds such entities for the cost and benefit
of the Identified Buyer.

(ii) Similarly, pursuant to the share purchase agreement dated March 27, 2020 and consequent transfer of
shares of Ruchi Industries Pte. Ltd., Singapore to the Identified Buyer, the shares of Ruchi Agritrading
Pte. Ltd., Singapore; Ruchi Agri SARLU, Madagascar; Ruchi Middle East DMCC, Dubai; Ruchi Agri
Plantation (Cambodia) Pte. Ltd., Cambodia; and Palmolein Industries Pte. Ltd., Cambodia are
beneficially owned by the Identified Buyer of Ruchi Industries Pte. Ltd., Singapore.

With respect to GHI Energy Private Limited and Ruchi Hi-Rich Seeds Private Limited (collectively, “Erstwhile
Associate Companies”):

@ GHI Energy Private Limited ceased to be an associate company of our Company pursuant to decrease in
stake of our Company with effect from May 13, 2019.

(ii) Ruchi Hi-Rich Seeds Private Limited was an associate of our Company through RSIL Holdings Private
Limited, pursuant to further issue of shares, the shareholding of RSIL Holdings Private Limited
decreased to 18.04% and consequently lead to Ruchi Hi-Rich Seeds Private Limited ceasing to be an
associate company with effect from May 6, 2019.

Additionally, with regards to Ruchi J Oil Private Limited and Indian Oil Ruchi Biofuels LLP (collectively,
“Erstwhile Joint Ventures”):

@ Ruchi J Oil Private Limited is currently under voluntary liquidation with effect from August 21, 2018;
and
(ii) Indian Oil Ruchi Biofuels LLP ceased to be a joint venture entity with effect from January 25, 2019

318
DIVIDEND POLICY

As on the date of this Prospectus, our Company has adopted a dividend distribution policy (“Dividend Policy”)
pursuant to a resolution of the Board dated June 9, 2020. The declaration and payment of dividends will be
decided by our Board, in terms of the Dividend Policy and subject to the provisions of the Articles of Association
and applicable law, including the Companies Act, 2013.

In accordance with the Dividend Policy, the Board shall consider the following financial parameters and other
internal and external factors before declaring dividend: (i) distributable surplus available as per the Companies
Act, 2013; (ii) Company’s liquidity position and future cash flow needs; (iii) track record of dividend distributed
by our Company; (iv) prevailing taxation policy or any amendments expected thereof, with respect to dividend
distribution; (v) capital expenditure and investment requirements; (vi) cost and availability of alternative sources
of financing; (vii) stipulations/covenants of loan agreements; (viii) macroeconomics and business conditions in
general; and (ix) any other relevant factors that the Board may deem fit before declaring dividend. Further, the
Dividend Policy provides that the retained earnings of the Company may be utilised for, inter alia, funding
growth needs including working capital expenditure, repayment of debt, etc., payment of dividend in the future,
issue of bonus shares / buy backs, etc. and any other permissible purpose.

In addition, our ability to pay dividends may be impacted by a number of factors, including restrictive covenants
under the loan or financing arrangements our Company is currently availing of or may enter into, to finance our
fund requirements for our business activities. For details, see section “Financial Indebtedness” on page 459.

The past trend in relation to our payment of dividends is not necessarily indicative of our dividend trend or
dividend policy, in the future, and there is no guarantee that any dividends will be declared or paid in the future.
For details in relation to the risk involved, see “Risk Factors- Our ability to pay dividends in the future will depend
on a number of factors, including our profit after tax for the fiscal year, our capital requirements, our financial
condition, our cash flows and applicable taxes, including dividend distribution tax payable by us” on page 52.

Our Company has not declared any dividend during the last three Fiscals and the six months period ended

September 30, 2021. Further, our Company has not declared any dividend since October 1, 2021, until the date of
this Prospectus.

319
RESTATED FINANCIAL STATEMENTS

[The remainder of this page has been intentionally left blank]

321
SECTION V- FINANCIAL INFORMATION

Prior to the implementation of the Patanjali Resolution Plan (i.e., December 18, 2019) as per SEBI Listing
Regulations, our Company was required to prepare Consolidated Financial Statements and accordingly prepared
the Consolidated Financial Statements up to Financial Year ended March 31, 2019 for disclosure to the Stock
Exchanges in terms of the SEBI Listing Regulations.

However, on and from the Implementation Date, being December 18, 2019: (i) in terms of the NCLT Order and
the Patanjali Resolution Plan, our Company was required to hold the Identified Entities only in the capacity of a
trustee “in trust and for the cost and benefit of the Identified Buyer”; (ii) in terms of the NCLT Order and the
Patanjali Resolution Plan, the current management of our Company and its Promoters are required to ensure that
our Company holds the Identified Entities only in capacity of a trustee “in trust and for the cost and benefit of the
Identified Buyer”; (iii) our Company ceased to exercise control as defined in Indian Accounting Standard 110
(Ind AS 110) — “Consolidated Financial Statements” on such Identified Entities on and from the Implementation
Date, being December 18, 2019; and (iv) the current management and Promoters assumed access to past financial
records of only our Company. Further, our Company also obtained an opinion dated February 13, 2020, from an
eminent firm of chartered accountants, with respect to our Company not exercising “control” (as defined in Indian
Accounting Standard 110 (Ind AS 110) — “Consolidated Financial Statements”) on the Identified Entities as such
entities were held in trust and for the cost and benefit of the Identified Buyer.

Accordingly, our Company did not prepare the consolidated financial statements on and from the Implementation
Date, being December 31, 2019. However, subsequent to the implementation of the Patanjali Resolution Plan (i.e.
the Implementation Date, being December 18, 2019) from the quarter ended December 31, 2019, the Company
‘was not required to prepare Consolidated Financial Statements, in terms of the NCLT Order, the Patanjali
Resolution Plan, the applicable Accounting Standards and the provisions of the SEBI Listing Regulations.

In light of the aforesaid, applicable accounting principles and applicable provisions of the SEBI ICDR
Regulations, for the purpose of the proposed Issue, our Company has carried out restatement of its accounts on a
standalone basis to ensure consistency of presentation, disclosures, and accounting policies in line with the latest
financial statements available. Therefore, the Restated Financial Statements included in this Prospectus are on a
standalone basis, as at and for the six-month period ended September 30, 2021, and as at and for the Fiscal ended
March 31, 2021, March 31, 2020, and March 31, 2019. Further, for ensuring that the Restated Financial Statements
provide a true and fair representation of the current financial position of our Company, certain adjustments have
been carried out and are elaborated in Note - 49 of the Restated Financial Statements on page 404 of this
Prospectus.

320
INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED STANDALONE
FINANCIAL INFORMATION IN CONNECTION WITH PROPOSED FURTHER PUBLIC
OFFERING OF EQUITY SHARES BY RUCHI SOYA INDUSTRIES LIMITED

The Board of Directors

Ruchi Soya Industries Limited

Ruchi House, Royal Palms, Survey No. 169,
Aarey Milk Colony, Near Mayur Nagar,
Goregaon (East),

Mumbai — 400 065

Maharashtra, India

Dear Sirs,

1. We have examined the attached Restated Standalone Financial Information of Ruchi
Soya Industries Limited (the “Company” or the “Issuer”’) comprising the Restated
Standalone Statement of Assets and Liabilities as at September 30, 2021, March 31,
2021, March 31, 2020, and March 31, 2019, the Restated Standalone Statements of
Profit and Loss (including other comprehensive income), the Restated Standalone
Statement of Changes in Equity, the Restated Standalone Statement of Cash Flows for
the six months period ended September 30, 2021 and for the years ended March 31,
2021, March 31, 2020 and March 31, 2019, the Statement of Basis of Preparation and
Significant Accounting Policies, read together with the annexures and other explanatory
information thereto (collectively, the “Restated Standalone Financial Information”), as
approved by the Board of Directors of the Company (“Board of Directors”) at their
meeting held on January 7, 2022 for the purpose of inclusion in the Red Herring
Prospectus (“RHP”) and Prospectus (collectively referred to as “Offer Documents’)
prepared by the Company in connection with its proposed further public offer of equity
shares (“FPO”) prepared by the Company in terms of the requirements of:

a) — Section 26 of Part | of Chapter III of the Companies Act, 2013, as amended (the “Act");

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended ("SEBI 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 from time to time
(the “Guidance Note’).

Managements’ Responsibility for the Restated Standalone Financial Information:

2. The Company's Board of Directors is responsible for the preparation of the Restated
Standalone Financial Information for the purpose of inclusion in the Offer Documents to
be filed with Securities and Exchange Board of India, BSE Limited, National Stock
Exchange of India Limited (“Stock Exchanges”) and Registrar of Companies,
Maharashtra at Mumbai in connection with the proposed FPO. The Restated Standalone
Financial Information have been prepared by the management of the Company on the
basis of preparation stated in note 2 (A) (a) of Annexure V to the Restated Standalone
Financial Information. The Board of Directors’ responsibility includes designing,
implementing and maintaining adequate internal control relevant to the preparation and
presentation of the Restated Standalone Financial Information. The Board of Directors

322
are also responsible for identifying and ensuring that the Company complies with the Act,
SEBI ICDR Regulations and the Guidance Note.

Auditor’s Responsibility:

3.

a)

b)

qd)

We have examined such Restated Standalone Financial Information taking into
consideration:

The terms of reference and terms of our engagement agreed upon with you in
accordance with our engagement letter dated December 17, 2021 in connection with the
proposed FPO of the Company;

The Guidance Note. The Guidance Note also requires that we comply with the ethical
requirements of the Code of Ethics issued by the ICAI;

Concepts of test checks and materiality to obtain reasonable assurance based on
verification of evidence supporting the Restated Standalone Financial Information; and

The requirements of Section 26 of the Act and the SEBI ICDR Regulations. Our work
was performed solely to assist you in meeting your responsibilities in relation to your
compliance with the Act, the SEBI ICDR Regulations and the Guidance Note in
connection with the proposed FPO.

Restated Standalone Financial Information as per audited Standalone Financial
Statements:

4.

a)

b)

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

Audited special purpose interim standalone financial statements of the Company as at
and for the six months period ended September 30, 2021 prepared in accordance with
recognition and measurement principles of Indian Accounting Standard (Ind AS) 34
“Interim Financial Reporting", specified under Section 133 of the Act read with
Companies (Indian Accounting Standards) Rules, 2015, as amended, and other
accounting principles generally accepted in India (the “Special Purpose Interim
Standalone Financial Statements”) which have been approved by the Board of
Directors at their meeting held on January 6, 2022. The comparative information as at
and for the year ended March 31, 2021 included in such special purpose interim
Standalone financial statements are derived from the audited Standalone financial
statements of the Company as at and for the year ended March 31, 2021, prepared in
accordance with the Indian Accounting Standards (referred to as “Ind AS”) notified under
the section 133 of the Act read with Companies (Indian Accounting Standards) Rules
2015, as amended, which was approved by the Board of Directors at their meeting held
on June 29, 2021.

Audited standalone financial statements of the Company as at and for the year ended
March 31, 2021, March 31, 2020, March 31, 2019 prepared in accordance with the Ind
AS and other accounting principles generally accepted in India, which have been
approved by the Board of Directors / Resolution Professional at meeting held on June,
29, 2021, June, 26, 2020 and May 29, 2019.

323
a)

b)

c)

For the purpose of our examination, we have relied on the report issued by us dated
January 6, 2022 on the audited special purpose interim Standalone financial statements
of the Company as at and for the six months period ended September 30, 2021; and
dated June 29, 2021, June 26, 2020 and May 29, 2019 on the Standalone financial
statements of the Company as at and for the year ended March 31, 2021, 2020 and
2019, respectively, as referred in Paragraph 4 above;

Based on our examination and according to the information and explanations given to us
and based on the para 5 above, we report that the Restated Standalone Financial
Information:

has been prepared after incorporating adjustments, if any, for the changes in accounting
policies and regrouping/reclassifications retrospectively in the financial years ended
March 31, 2021, 2020 and 2019 to reflect the same accounting treatment as per the
accounting policies and grouping / classifications followed as at and for the six months
period ended September 30, 2021;

there were no qualifications in Auditor's Report on the Standalone Audited Financial
Statements of the Company for the year ended March 31 2021, 2020 and 2019 and for
the six months period ended September 30, 2021 which require any adjustments to the
Restated Standalone Financial Information except as mentioned in paragraph 7 below;
and

have been prepared in accordance with the Act, SEBI ICDR Regulations and the
Guidance Note.

The audit reports on the standalone financial statements for the year ended March 31,
2019 issued by us were modified and included following matter giving rise to
modifications; [Refer note no. 50 to the Restated Financial Standalone Information]

Modified opinion during the year ended March 31, 2019:-

The Company was having refund receivable, as on March 31, 2019, amounting to Rs.
4,259.12 Lakh in respect of financial year 2009-2010 to 2013-14 for Daloda and
Gadarwara unit towards investment promotional assistance equivalent to 75% of taxes
(Commercial Tax / VAT and Central Sales Tax) paid by the Company as per exemption
granted in the industrial promotion policy of Madhya Pradesh. However, Madhya
Pradesh Trade and Investment Facilitation Corporation, Bhopal rejected the claim and
accordingly, appeal was made to the Hon'ble High Court of Madhya Pradesh. During the
year ended March 31, 2019, Hon’ble High Court of Madhya Pradesh, Indore bench,
rejected the Company’s claim vide order dated May 16, 2018. Subsequently, the
Company has filed special leave petition before Hon'ble Supreme Court of India for
refund of the amount, which has been admitted on August 29, 2018. No provision for
impairment during the year ended March 31 2019 was considered against the aforesaid
receivable till the decision of the Hon’ble Supreme Court in this matter. The Company
made provision for said impairment during the year ended March 31, 2020 which has
now been considered in year ended March 31, 2019 and reversal of said provision has
been made in year ended March 31, 2020.

The Restated Standalone Financial Information do not reflect the effects of events that
occurred subsequent to the respective dates of the reports on audited Standalone
Financial Statements mentioned in paragraph 4 above.

324
9. This report should not in any way be construed as a reissuance or re-dating of any of the
previous audit reports issued by us, nor should this report be construed as a new opinion
on any of the financial statements referred to herein.

10. We have no responsibility to update our report for events and circumstances occurring
after the date of the report.

11. Our report is intended solely for use of the Board of Directors for inclusion in the Offer
Documents to be filed with Securities and Exchange Board of India, Stock Exchanges
and Registrar of Companies, Maharashtra at Mumbai in connection with the proposed
FPO. Our report should not be used, referred to, or distributed for any other purpose
except with our prior consent in writing. Accordingly, we do not accept or assume any
liability or any duty of care for any other purpose or to any other person to whom this
report is shown or into whose hands it may come without our prior consent in writing.

For Chaturvedi & Shah LLP
Chartered Accountants
Firm’s Registration Number: 101720W / W100355

Sdi-
Vijay Napawaliya

Partner
Membership No: 109859
UDIN: 22109859AAAAAB4122

Place: Mumbai
Date: January 7, 2022

325
Ruchi Soya Industries Limited
Annexure - I

Restated Standalone Statement of Assets and Liabilities
Zin Lakh
Particulars As at As at As at As at
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019

ASSETS

Non-current assets
(a) Property, plant and equipment 342,916.57 343,858.92 355,414.95 370,808.11
(b) Capital work-in-progress 2,303.56 2,683.08 2,520.39 2,691.30
(c) Goodwill 1,082.42 - - -
(d) Other Intangible assets 151,906.90 151,585.66 151,585.40 151,589.30
(e) Financial Assets
(i) Investments 2,234.06 1,863.06 737.63 1,450.55
(ii) Others 4,653.95 4,535.74 5,120.55 4,943.54
\(f) Deferred Tax Asset (net) 4,520.08 16,637.16 - -
(g) Income Tax Asset (net) 6,806.86 6,194.62 5,683.98 3,939.16
(h) Other non-current assets 4,890.25 4,713.20 4,827.58 4,699.66
Total Non-current assets 521,314.65 532,071.44 525,890.48 540,121.62

 

 

Current assets

(a) Inventories 262,360.66 236,336.49 135,461.49 126,085.13

(b) Financial Assets
(i) Investments 1,237.94 1,176.11 1,281.03 1,679.35
(ii) Trade receivables 64,101.30 43,842.23 27,399.28 26,223.61
(iii) Cash and cash equivalents 3,209.90 4,627.05 15,379.99 15,802.32
(iv) Bank balances other than (iii) above 34,921.28 34,042.15 30,146.21 27,201.25
(v) Loans 86.68 26.37 92.38 106.75
(vi) Others 1,252.29 1,010.89 373.60 369.95

(c) Other Current Assets 52,328.36 47,381.69 50,369.11 51,469.66

Total Current assets 419,498.41 368,442.98 260,503.09 248,938.02

Assets Classified as held for Sale 367.56 367.56 367.56 367.56

 

 

Total Assets 941,180.62 900,881.98 786,761.13 789,427.20

EQUITY AND LIABILITIES
Equity
(a) Equity share capital 5,915.29 5,915.29 5,915.29
434,238.63 400,325.99 331,174.86
440,153.92 406,241.28 337,090.15

 

 

LIABILITIES
Non-Current Liabil
(a) Financial Liabilities
(i) Borrowings 278,363.61 287,984.80 295,383.32 1,607.27
(ii) Lease liabilities 1.27 1.56 2.07 -
(iii) Other financial liabilities 32,704.16 32,157.12 31,099.77 =
(b) Other non-current liabilities 424.02 449.09 500.80 552.69
(c) Provision 1,152.89 924.05 898.94 681.27
Total Non-Current Liabiliti 312,645.95 321,516.62 327,884.90 2,841.23

 

 

Current lial Ss
(a) Financial Liabilities

(i) Borrowings 85,833.31 78,007.17 66,029.93 785,456.93

(ii) Lease liabilities 0.55 0.50 38.05 2

(iii) Trade Payables

(a) Total Outstanding due to Micro and small enterprises. 396.91 216.22 403.19 433.96

(b) Total Outstanding due to creditors other than Micro and small 64,694.63 65,443.96 16,086.30 222,426.19
enterprises.

(iv) Other financial liabilities 25,485.48 23,124.58 28,088.28 219,559.53
(b) Other current liabilities 11,649.34 6,031.13 10,856.15 10,439.33
(c) Provisions 147.53 127.52 111.18 176.18
Total Current liabilities 188,207.75 172,951.08 121,613.08 1,238,492.12

Liabilities directly associated with assets classified as held for sale 173.00 173.00 173.00 173.00

Total Equity and Liabilities 941,180.62 900,881.98 786,761.13 789,427.20

The above statement should be read with Annexure - V and Annexure - VI to the Restated Standalone Financial Information.

 

 

 

As per our report of even date attached For and On Behalf of Board of Directors

For Chaturvedi & Shah LLP
Chartered Accountants

Registration No. 101720W/W100355

Sd/- Sd/- Sd/- Sd/-

Vijay Napawaliya Acharya Balkrishna Ram Bharat Sanjeev Kumar Asthana

Partner Chairman Managing Director Chief Executive Officer

Membership no. 109859 Place: Haridwar Place: Haridwar Place: Noida
Place: Mumbai DIN No. 01778007 DIN No. 01651754

Sd/- Sd/- Sd/-

Sanjay Kumar Ramji Lal Gupta Kumar Rajesh

Chief Financial Officer Company Secretary Head - Strategic Finance,

Special Projects and
Treasury Management

Date: January 7, 2022 Place: Indore Place: Indore Place: Mumbai

326
Ruchi Soya Industries Limited
Annexure - IT

Restated Statement Of Standalone Profit And Loss
%in Lakh

Note ni For the period ended For the year ended For the year ended For the year ended
Annexure] September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019
I

INCOME
Ir Revenue from Operations 1,126,119.05 1,631,863.30 1,311,778.81 1,272,923.31
II Other Income 4,579.57 6,434.41 5,757.75 10,002.25
Til Total Income (1+1T)

IV EXPENSES
Cost of materials consumed 886,180.53 1,399,663.27 1,126,248.85 1,096,789.57
Purchases of Stock-in-Trade 91,819.17 51,802.45 38,683.09 35,535.68
Changes in inventories of finished goods, work-in-progress and stock in trade 14,141.67 (34,762.83) (7,601.19) 7,879.88
Employee Benefits Expense 8,768.62 13,963.01 15,270.81 15,118.96
Finance Costs 18,107.31 37,071.87 11,231.48 699.07
Depreciation & Amortisation Expenses 6,638.14 13,325.09 13,577.36 13,824.44
Provision for Doubtful Debts/ Advances, Expected credit loss, Write off (Net) 1,325.72 166.92 2,183.31 1,340.25
Other Expenses 57,808.96 105,627.91 96,904.47 104,065.70

Vv Profit before exceptional items and tax expenses (III-IV) 45,908.50 51,440.02 21,038.38 7,672.01

VI Exceptional Items (Net) - - 749,023.01 (4,259.12)
VII Profit before tax (V+VI) 45,908.50 51,440.02 770,061.39 3,412.89

VIII Tax expense

Current Tax Si mi
Deferred Tax - Charge/(Credit) 12,127.98 (16,637.16) -
Income Tax for earlier years written Back -

IX Profit for the period/years (VII-VIII) EE ee 68,077.18 771,461.39 3,412.89

x Other Comprehensive Income
(i) Items that will not be reclassified to statement of profit and loss
Remeasurement of gain/(loss) defined benefit plans
Gain/(loss) FVTOCI Equity Instruments

(B) Hedge Reserves
(i) Items that will be reclassified to statement of profit and loss
Net (loss)/gain on cash flow hedges recognised during the period/year

(ii) Income tax relating to items that will be reclassified to Profit and Loss

XI Total comprehensive income for the period/years (IX+X) [ «69,151.13 | 770,816.89 2,780.32

XII Earnings per equity share of face value of = 2 each

Basic and Diluted earnings per share
a Basic (in 2) 876.88 104.54

b Diluted (in 2) 876.88 104.54

The above statement should be read with Annexure - V and Annexure - VI to the Restated Standalone Financial Information.

 

As per our report of even date attached For and On Behalf of Board of Directors
For Chaturvedi & Shah LLP
Chartered Accountants

Registration No. 101720W/W100355

Sd/- Sd/- Sd/- Sd/-

Vijay Napawaliya Acharya Balkrishna Ram Bharat Sanjeev Kumar Asthana

Partner Chairman Managing Director Chief Executive Officer

Membership no. 109859 Place: Haridwar Place: Haridwar Place: Noida
Place: Mumbai DIN No. 01778007 DIN No. 01651754

Sd/- Sd/- Sd/-

Sanjay Kumar Ramji Lal Gupta Kumar Rajesh

Chief Financial Officer Company Secretary Head - Strategic Finance, Special Projects and

Treasury Management
Date: January 7, 2022 Place: Indore Place: Indore Place: Mumbai

327
Ruchi Soya Industries Limited
Annexure - III
Restated Statement Of Standalone Changes in Equity (SOCIE)

 

 

 

 

a. Equity share capital in Lakh
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019
No. of Shares Amount No. of Shares Amount No. of Shares Amount No. of Shares Amount
Balance at the beginning of the reporting period/years 2,958.41 5,916.82 2,958.41 5,916.82 3,264.71 6,529.41 3,341.01 6,682.01
Less : Share Reduction during the period/years (Including Treasury - - - - 3,231.30 6,462.59 - -
Equity Shares) [Refer Note 32(d)]
Add : Share issued during the period/years [Refer Note 32 (c)] : : : : 2,925.00 5,850.00 : :
2,958.41 5,916.82 2,958.41 5,916.82 2,958.41 5,916.82 3,341.01 6,682.01
Less : 76,301 ( Previous year March, 2021 76,301, March, 2020 76,301 and March, 2019 0.76 1.53 0.76 1.53 0.76 1.53 76.30 152.60
76,30,115 Treasury Equity Shares) [Refer Note 11(g)]
Balance at the end of the reporting period/years 2,957.65 5,915.29 2,957.65 5,915.29 2,957.65 5,915.29 3,264.71 6,529.41
b. Other Equity
in Lakh

(i) As at September 30, 2021 [ Refer Note 12 ]
Note

Reserves and Surplus

Item of Other Comprehensive Income | sss

Reference

‘Capital Redemption {Securities Premium

(General Reserve Capital Reserve Retained Earnings Hedging Reserve Equity Instruments |Total
through Other
‘Comprehensive
Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at the beginning of the reporting period 8,770.98 45,186.45 41,815.51 15,662.53 297,719.14 - (8,828.62) 400,325.99

Profit for the period * = # 7 33,780.52 i a 33,780.52

(Other Comprehensive Income for the period 31 - - - - (206.44) (32.43) 370.99 132.12

‘Total comprehensive income for the period - - - - 33,574.08 (32.43) 370.99 33,912.64

Balance at the end of the reporting period 8,770.98 45,186.45 41,815.51 15,662.53 331,293.22 (32.43) (8,457.63) 434,238.63
in Lakh

ii) As at March 31, 2021 [ Refer Note 12

 

Capital Redemption

Securities Premium

Reserves and Surplus

Retained Earnings

Item of Other
‘Comprehensive
Income

Equity Instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General Reserve Capital Reserve
Reserve account through Other

‘Comprehensive

Income
Balance at the beginning of the reporting year 8,770.98 45,186.45 41,815.51 15,662.53 229,693.46 (9,954.07) 331,174.86
Profit for the year - - - - 68,077.18 - 68,077.18
(Other Comprehensive Income for the year 31 - - - - (51.50) 1,125.45 1,073.95
‘Total comprehensive income for the year - - - - 68,025.68 1,125.45 69,151.13
Balance at the end of the reporting year 8,770.98 45,186.45 41,815.51 15,662.53 297,719.14 (8,828.62) 400,325.99

%in Lakh

iii) As at March 31, 2020 [ Refer Note 12

 

Capital Redemption

Reserve

Securities Premium

Account

Reserves and Surplus

(General Reserve

Capital Reserve

Retained Earnings

Item of Other
‘Comprehensive
Income

Equity Instruments
through Other
‘Comprehensive
Income

 

 

 

 

 

 

 

 

 

Balance at the beginning of the reporting year 8,770.98 45,186.45 41,815.51 3,328.75 (548,118.95) (9,591.30) (458,608.56)
Profit/( Loss) for the year - - - - 771,461.39 - 771,461.39
(Other Comprehensive Income for the year 31 : : : : (281.73) (362.77) (644.50)
Total comprehensive income for the year : : : : 771,179.66 (362.77) 770,816.89

Other changes during the year

(i) Arising pursuant to amalgamation [Refer Note 32(g)] - - - 12,333.78 - - 12,333.78
(ii) Reduction in equity and preference share capital [Refer Note 32(d)] - - - - 6,632.75 - 6,632.75
Balance at the end of the reporting year 8,770.98 45,186.45 41,815.51 15,662.53 229,693.46 (9,954.07) 331,174.86

 

 

 

 

 

 

 

 

 

 

we
S
Es
Ruchi Soya Industries Limited
Annexure - ITI

Restated Statement Of Standalone Changes in Equity (SOCIE)

iv) As at March 31, 2019 [ Refer Note 12

Capital Redemption

Reserve

Share Options

Reserves and Surplus

Securities Premium |General Reserve

Capital Reserve Retained Earnings

Zin Lakh
Item of Other
|Comprehensive
Income
Equity Instruments
through Other
Comprehensive
Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at the beginning of the reporting year 8,770.98 45,186.45 41,775.98 3,328.75 (551,371.15) (9,119.42) (461,388.88)
Profit/( Loss) for the year - - - - - 3,412.89 - 3,412.89
(Other Comprehensive Income for the year 31 : : : : : (160.69) (471.88) (632.57)|
Total comprehensive income for the year : : : : : 3,252.20 (471.88) 2,780.32
‘Transactions with the owners in their capacity as the owners
- Employee Stock option expenses 12B - (39.53) - - - - - (39.53)
Other changes during the year
- Add/Less: Movement during the Year 12D - - - 39.53 - - - 39.53
Balance at the end of the reporting year 8,770.98 - 45,186.45 41,815.51 3,328.75 (548,118.95) (9,591.30) (458,608.56)
The above statement should be read with Annexure - V and Annexure - VI to the Restated Standalone Financial Information.
As per our report of even date attached For and On Behalf of Board of Directors
For Chaturvedi & Shah LLP
Chartered Accountants
Registration No. 101720W/W100355
Sd/- Sd/- Sd/- Sd/-
Vijay Napawaliya Acharya Balkrishna Ram Bharat Sanjeev Kumar Asthana
Partner Chairman Managing Director Chief Executive Officer
Membership no. 109859 Place: Haridwar Place: Haridwar Place: Noida
Place: Mumbai DIN No. 01778007 DIN No. 01651754

Sd/- Sd/- Sd/-

Date: January 7, 2022

329

Sanjay Kumar
Chief Financial Officer

Ramji Lal Gupta
Company Secretary

Place: Indore Place: Indore

Kumar Rajesh
Head - Strategic Finance, Special Projects and
Treasury Management

Place: Mumbai
Ruchi Soya Industries Limited

Annexure - IV

Restated Statement of Standalone Cash flows

4. Changes in Liabilities arising from financing activities on account of Non-Current (Including Current Maturities and other liabilities of preference shares) and Current Borrowings

 

 

 

 

 

 

 

 

 

 

Zin Lakh
Particulars For the period ended For the year ended For the year ended For the year ended
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019
OPENING BALANCE OF LIABILITIES ARISING FROM FINANCING ACTIVITIES| 393,364.47 391,339.68 785,632.60 716,825.48
Cash Flows (2,663.64) 2,955.02 (4,673.02)
Devolvement of Letter of Credit - - - 68,797.60
Ind- AS adjustment (411.85) (930.23) (1,690.25) 9.52
Exceptional items written back - - (387,929.65) -
CLOSING BALANCE OF LIABILITIES ARISING FROM FINANCING ACTIVITIES 390,288.98 393,364.47 391,339.68 785,632.60
As per our report of even date attached For and On Behalf of Board of Directors
For Chaturvedi & Shah LLP
Chartered Accountants
Registration No. 101720W/W100355
Sd/- Sd/- Sd/- Sd/-
Vijay Napawaliya Acharya Balkrishna Ram Bharat Sanjeev Kumar Asthana
Partner Chairman Managing Director Chief Executive Officer
Membership no. 109859 Place: Haridwar Place: Haridwar Place: Noida
Place: Mumbai DIN No. 01778007 DIN No. 01651754
Sd/- Sd/- Sd/-

Date: January 7, 2022

Sanjay Kumar
Chief Financial Officer

Place: Indore

331

Ramji Lal Gupta
Company Secretary

Place: Indore

Kumar Rajesh

Head - Strategic Finance, Special Projects and

Treasury Management
Place: Mumbai

 
Ruchi Soya Industries Limited
Annexure - IV

Restated Statement of Standalone Cash flows
%in Lakh

For the period ended For the year ended For the year ended For the year ended
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019

(A) [Cash flow from operating activities

Profit before tax

Adjustments for:

Depreciation and Amortisation Expenses

Exceptional Items

Net Loss on Sale/Discard of Fixed Assets

Impairment on investments and Fair value adjustments (net)
Interest Income

Finance costs

(Gain)/Loss on foreign currency transaction/translation
Provision for doubtful debt / advances, expected credit loss, write off (Net)
(Gain)/loss on sale of Investment

Income of investment

Excess Provision/Liabilities no longer required written back
Operating profit before working capital changes

Working capital adjustments

(Increase)/ Decrease in inventories

(Increase)/ Decrease in trade and other receivables
'Increase/ (Decrease) in trade and other payables
‘Cash generated from operations

Income Tax

(Cash flow from investing activities

Payment to acquire Biscuit Business

Payment for Purchase and Construction of CWIP, Property, Plant and Equipment
Proceeds on account of Capital reduction

Proceed from sale of investment

Proceed from disposal of fixed assets

(Increase)/ Decrease in Other Balance with Banks

Interest income

‘Cash flow from financing activities

Proceeds from equity share capital

Proceeds from preference share capital

Proceeds from debentures

Proceeds from long term borrowings

Proceeds from short term borrowings (Net)

Repayment of long term borrowings

Payment related to further public offering

Repayment of long term borrowings pursuant to completion of CIRP
Repayment of short term borrowings pursuant to completion of CIRP
Finance Cost

Payment of unclaimed dividends

Payment of lease liability

Net increase / (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the period/years

45,908.50

6,638.14
(157.28)
2.60
(1,672.85)
18,107.31
(2,022.52)
1,325.72

(26,024.17)
(25,340.73)
9,322.44
25,803.90
(612.24)

4,222.42
(6,886.06)
(858.38)

(14,971.59)
(0.14)
(0. <0)

(1,417.15)
4,627.05

51,440.02
13,325.09

66.38
128.76
(3,769.32)
37,071.87
270.54
166.92
(49.38)
(116.40)
(146.08)
98,388.40

(100,875.00)

(11,956.15)
39,282.79
24,840.04
(510.64)

8,000.00
(1,607.59)
(3,437.39)

(33,592.83)
(5.77)
(40.

(10,752.94)
15,379.99

770,061.39

13,577.36

(749,023.01)
443.70

492.63

(3,200.64)

11,231.48

934.54

(42,313.82)
(5,742.81)
(344.82)

20,475.00
45,000.00
45,000.00

240,000.00
63,029.93

(30,314.70)

15,802.32

3,412.89

13,824.44
4,259.12
414.83
266.87
(1,162.13)
699.07
1,351.84
1,340.25

(850.03)
1,632.00

12,100.98
3,701.34

(Cash and cash equivalents at the end of the period/years 3,209.90] 4,627.05] 15,379.99] 15,802.32 |

Reconciliation of Cash and Cash equivalents with the Balance Sheet

Cash and Bank Balances as per Balance Sheet [Note 8c]

Cash in hand
In Current Accounts
In Deposit Accounts with less than or equal to 3 months maturity

37.75
3,172.15

38.85
4,415.81
172.39

 

(Cash and Cash equivalents as restated as at the period/years end 3,209.90 | 4,627.05] 15, 379. 39 15, 302. 32

Notes:

1. For the purpose of above cash flow money received by special purpose vehicle (Patanjali Consortium Adhigrahan Private Limited) and paid by the company pursuant to resolution plan has been

considered for the year ended March 31, 2020.

2. Previous years figure have been regrouped and rearranged wherever necessary to ensure that comparable with those of current period.
3. The above restated statement of cash flow has been prepared under the indirect method as set out in Ind AS 7 "Statement of Cash Flow".

330
Ruchi Soya Industries Limited
Annexure - V
Basis of preparation and significant accounting policies to the Restated Standalone financial information

Note 1-2
1
2
(A)
a

CORPORATE INFORMATION

Ruchi Soya Industries Limited (the Company’) is a public limited company engaged primarily in the business of processing of oil-seeds
and refining of crude oil for edible use. The Company also produces oil meal, food products from soya, nutraceutical products, biscuits
and value added products from downstream and upstream processing. The Company is also engaged in trading in various products and
generation of power from wind energy. The Company has manufacturing plants across India and is listed on the BSE Limited and
National Stock Exchange of India Limited (NSE). The Company’s registered office is at Ruchi House, Royal Palms, Survey No. 169, Aarey
Milk Colony, Near Mayur Nagar, Goregaon (E), Mumbai — 400065, Maharashtra.

BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PREPARATION
Statement of Compliance

The Restated Standalone Financial Information of the Company comprises of the Restated Standalone Statements of Assets and Liabilities
as at September 30, 2021, March 31, 2021, March 31, 2020 and March 31, 2019 and the Restated Standalone Statement of Profit and
Loss (including Other Comprehensive Income), the Restated Standalone Statement of Changes in Equity and the Restated Standalone
Statement of Cash flows for the six month period ended September 30, 2021 and for the year ended March 31, 2021, March 31, 2020
and March 31, 2019, the Basis of preparation and significant accounting policies and the Statement of Notes to the Restated Standalone
Financial Information (hereinafter collectively referred to as ‘Restated Standalone Financial Information’).

The Restated Standalone Financial Information was approved by the Board of Directors of the Company in their meeting held on January
7, 2022.

The Restated Standalone Financial Information has been prepared for inclusion in the Red Herring Prospectus and the Prospectus to be
filed by the Company with the Securities and Exchange Board of India (SEBI’) and Registrar of Companies (‘ROC’) Maharashtra at
Mumbai in connection with proposed further public offering of its equity shares, in accordance with the requirements of:

- Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act").

- Relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended issued by the Securities and Exchange Board of India ('SEBI') in pursuance of the Securities and Exchange Board of India Act,
1992 ("SEBI ICDR Regulations"); and

- The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India
(“ICAI”), as amended from time to time (the “Guidance Note”).

The Restated Standalone Financial Information have been compiled from audited Special Purpose Interim Standalone Financial Statement
of the Company for the six month period ended September 30, 2021 and annual audited standalone financial statements for the years
ended March 31, 2021, March 31, 2020 and March 31, 2019 prepared in accordance with Indian Accounting Standards ("Ind AS") notified
under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) read with Section 133 of the Companies Act, 2013 (the
“Act”) and other relevant provisions of the Act to the extent applicable. (hereinafter collectively referred to as “Audited Standalone
Financial Statements”).

The Restated Standalone Financial Information has been compiled by the Management from the Audited Standalone Financial Statements
for respective period/years and:

- refer Note no. 51 in respect of audit qualification on these Audited Standalone Financial Statements;

- there were no changes in accounting policies during the respective years of these financial statements except for the new and
amended Ind AS-116- 'Leases' adopted from April 01, 2019; Further, on April 01, 2018 the Company adopted Ind AS 115 "Revenue from
Contracts with Customers". Refer note 2 (B) k for the accounting policies followed pursuant to adoption of Ind AS 115. The adoption of
Ind AS 115 did not have any material impact.

- there were no material adjustments for previous years in arriving at loss/profit of the respective years;

- appropriate rearrangement/regroupings (including regrouping as required by the amended schedule III by way of notification dated
March 24, 2021) have been made in the Restated Standalone 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 bring them in line with the accounting policies and classification as per the special purpose audited standalone
financial statement of the Company for the six months period September 30, 2021 prepared in accordance with Schedule III of
Companies Act, 2013, requirements of Ind AS 1 and other applicable Ind AS principles and the requirements of the SEBI ICDR
Regulations.

Functional and presentation currency

These financial statements are presented in Indian Rupees (2), which is the Company’s functional currency. All amounts have been
rounded to the nearest lakh, unless otherwise indicated.

332
Ruchi Soya Industries Limited
Annexure - V
Basis of preparation and significant accounting policies to the Restated Standalone financial information

c

(i)
(ii)
(iii)

Basis of Measurement

These financial statements have been prepared on a historical cost convention basis, except for the following:
Certain financial assets and liabilities that are measured at fair value.

Assets held for sale- Measured at the lower of (a) carrying amount and (b) fair value less cost to sell.

Net defined benefit plans- Plan assets measured at fair value less present value of defined benefit obligation.

Determining the Fair Value

While measuring the fair value of an asset or a liability, the Company uses observable market data as far as possible. Fair values are
categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices).

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value
measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the
entire measurement.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of the financial statements in conformity with Ind AS requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, expenses and
disclosures of contingent assets and liabilities at the date of these financial statements and the reported amounts of revenues and
expenses for the period/years presented.

These judgments and estimates are based on management's best knowledge of the relevant facts and circumstances, having regard to
previous experience, but actual results may differ materially from the amounts included in the financial statements.

Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period
in which the estimate is revised and future periods affected.

The information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the
most significant effect on the amounts recognized in the financial statements are as given below:-

Impairment test of non financial assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or
when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable
amount is the higher of an asset’s or Cash Generating Units (CGU) fair value less costs of disposal and its value in use. It is determined
for an individual asset, unless the asset does not generate cash inflows that are largely independent to those from other assets or groups
of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written
down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset. In determining fair value less cost of disposal,
recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used.
These calculations are corroborated by valuation multiples or other available fair value indicators.

Allowance for bad debts / expected credit loss

The Management makes estimates related to the recoverability of receivables, whose book values are adjusted through an allowance for
Expected losses/ Provision for Doubtful debts. Management specifically analyses accounts receivable, customers’ creditworthiness, current
economic trends and changes in customer’s collection terms when assessing the adequate allowance for Expected losses/ Provision for
Doubtful debts, which are estimated over the lifetime of the debts.

Recognition and measurement of Provisions and Contingencies

Provisions and liabilities are recognized in the year when it becomes probable that there will be a future outflow of funds resulting from
past operations or events and the amount of cash outflow can be reliably estimated. The timing of recognition and quantification of the
liability require the application of judgement to existing facts and circumstances, which can be subject to change. Since the cash outflows
can take place many years in the future, the carrying amounts of provisions and liabilities are reviewed regularly and adjusted to take
account of changing facts and circumstances.

Contingencies

In the normal course of business, contingent liabilities may arise from litigation, taxation and other claims against the Company. Where it
is management's assessment that the outcome cannot be reliably quantified or is uncertain, the claims are disclosed as contingent
liabilities unless the likelihood of an adverse outcome is remote. Such liabilities are disclosed in the notes but are not provided for in the
financial statements. When considering the classification of legal or tax cases as probable, possible or remote, there is judgement
involved. Although there can be no assurance regarding the final outcome of the legal proceedings, the Company does not expect them
to have a materially adverse impact on the Company's financial position.

333
Ruchi Soya Industries Limited
Annexure - V
Basis of preparation and significant accounting policies to the Restated Standalone financial information

4

10

(a)
(b)
(c)
(d)

(a)
(b)
(c)
(d)

Recognition of Deferred Tax Assets

The Company has recognised deferred tax assets mainly on carried forward tax losses and unabsorbed depreciation incurred by the
Company in earlier years. Based on future business projections, the Company is reasonably certain that it would be able to generate
adequate taxable income to ensure utilization of carried forward tax losses and unabsorbed depreciation.

Measurements of Defined benefit obligations plan

The cost of the defined benefit plan and other post-employment benefits and the present value of such obligation are determined using
actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future.
These include the determination of the discount rate, future salary increases, mortality rates and attrition rate. Due to the complexities
involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All
assumptions are reviewed at each reporting date.

Impairment of financial assets

The impairment provisions for financial assets are based on assumptions about risk of default and expected cash loss. The Company uses
judgement in making these assumptions and selecting the inputs to the impairment calculation, based on Company’s past history,
existing market conditions as well as forward looking estimates at the end of each reporting period/years.

Income Taxes

There are transactions and calculations for which the ultimate tax determination is uncertain and would get finalized on completion of
assessment by tax authorities. Where the final tax outcome is different from the amounts that were initially recorded, such differences
will impact the income tax and deferred tax in the year in which such determination is made.

Depreciation / Amortisation and useful lives of Property Plant and Equipment (PPE) / Intangible Assets

PPE / intangible assets are depreciated / amortised over their estimated useful lives, after taking into account estimated residual value.
Management reviews the estimated useful lives and residual values of the assets annually in order to determine the amount of
depreciation to be recorded during any reporting period. The useful lives and residual values are based on the Company's historical
experience with similar assets and take into account anticipated technological changes. The depreciation /amortisation for future periods
are revised if there are significant changes from previous estimates.

Global health pandemic on Covid-19

The outbreak of corona virus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic
activity. In assessing the recoverability of Company’s assets such as financial asset and non-financial assets, the Company has considered
internal and external information. The Company has evaluated impact of this pandemic on its business operations and based on its
review and current indicators of future economic conditions, there is no significant impact on its financial statements and the Company
expects to recover the carrying amount of all the assets.

Exceptional items

Exceptional items are those items that management considers, by virtue of their size or incidence, should be disclosed separately to
ensure that the financial information allows an understanding of the underlying performance of the business in the year, so as to
facilitate comparison with prior periods. Such items are material by nature or amount to the year’s result and / or require separate
disclosure in accordance with Ind AS. The determination as to which items should be disclosed separately requires a degree of
judgement. The details of exceptional items are set out in note 30.

Current and non-current classification

The Company presents assets and liabilities in statement of financial position based on current/non-current classification. The Company
has presented non-current assets and current assets before equity, non-current liabilities and current liabilities in accordance with
Schedule III, Division II of Companies Act, 2013 notified by MCA.

An asset is classified as current when it is:

Expected to be realised or intended to be sold or consumed in normal operating cycle,

Held primarily for the purpose of trading,

Expected to be realised within twelve months after the reporting year, or

Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting
year.

All other assets are classified as non-current.

A liability is classified as current when it is:
Expected to be settled in normal operating cycle,
Held primarily for the purpose of trading,

Due to be settled within twelve months after the reporting year, or
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting year.

334
Ruchi Soya Industries Limited
Annexure - V
Basis of preparation and significant accounting policies to the Restated Standalone financial information

(B)

(0)

(ii)

(iii)

(iv)

The Company classifies all other liabilities as non-current.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash equivalents. Deferred
tax assets and liabilities are classified as non-current assets and liabilities. The Company has identified twelve months as its normal
operating cycle.

SIGNIFICANT ACCOUNTING POLICIES

PROPERTY, PLANT AND EQUIPMENT:

Recognition and measurement
Property, Plant and equipment are measured at cost (which includes capitalised borrowing costs) less accumulated depreciation and
accumulated impairment losses, if any.

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 the management.

c) the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items
(major components) of property, plant and equipment and depreciated accordingly.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in Statement of profit and loss.
Capital work-in-progress includes cost of property, plant and equipment under installation / under development as at the balance sheet
date.

Leasehold lands are amortised over the period of lease. Buildings constructed on leasehold land are depreciated based on the useful life
specified in schedule II to the Companies Act, 2013, where the lease period of land is beyond the life of the building. In other cases,
buildings constructed on leasehold lands are amortised over the primary lease period of the lands.

On transition to Ind AS as on April 1, 2015 the Company has elected to measure certain items of Property, Plant and Equipment
[Freehold Land, Building and Plant and Equipment's] at Fair Value and for other Property, Plant and Equipment these are measure at cost
as per Ind AS. The same are considered as deemed cost on the date of transition to Ind AS.

Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to
the Company.

Depreciation, Estimated useful life and Estimated residual value

Depreciation is calculated using the Straight Line Method, pro rata to the period of use, taking into account useful lives and residual value
of the assets. The useful life of assets & the estimated residual value, which are different from those prescribed under Schedule II to the
Companies Act, 2013, are based on technical advice as under:

Assets Estimated useful life's Estimated Residual Value
Plant & Equipment's 5 to 40 years 3 to 25 Percent
Windmills 30 years 19 Percent

Depreciation is computed with reference to cost. Depreciation on additions during the year is provided on pro rata basis with reference to
month of addition/installation. Depreciation on assets disposed/discarded is charged up to the date of sale excluding the month in which
such assets is sold.

The assets residual value and useful life are reviewed and adjusted, if appropriate, at the end of each reporting year. Gains and losses on
disposal are determined by comparing proceeds with carrying amounts. These are included in the statement of Profit and Loss.

INTANGIBLE ASSETS

Identifiable intangible assets are recognised when it is probable that future economic benefits attributed to the asset will flow to the
Company and the cost of the asset can be reliably measured.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and
the carrying amount of the asset and are recognised in the statement of profit and loss when the asset is derecognised.

335
Ruchi Soya Industries Limited
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Basis of preparation and significant accounting policies to the Restated Standalone financial information

(0)

(ii)

Recognition and measurement

Computer software's have finite useful lives and are measured at cost less accumulated amortisation and any accumulated impairment
losses.

Acquired brands / Trademarks have indefinite useful life and as on transition date April 1, 2015 have been Fair valued based on reports
of expert valuer, which is considered as deemed cost on transition to Ind AS. The same are tested for impairment, if any , at the end of
each accounting year.

Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it
relates. All other expenditure, including expenditure on internally generated goodwill and brands, when incurred is recognised in
statement of profit and loss.

(iii) Amortisation

ji)

Amortisation is calculated to write off the cost of intangible assets less their estimated residual values using the straight-line method over
their estimated useful lives and is generally recognised in statement of profit and loss. Computer software are amortised over their
estimated useful life or 5 years, whichever is lower. The contract manufacturing rights are amortized over the five years.

Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted, if required.

IMPAIRMENT OF ASSETS

An asset is considered as impaired when at the date of Balance Sheet, there are indications of impairment and the carrying amount of
the asset, or where applicable, the cash generating unit to which the asset belongs, exceeds its recoverable amount (i.e. the higher of
the net asset selling price and value in use).The carrying amount is reduced to the recoverable amount and the reduction is recognized
as an impairment loss in the statement of profit and loss. The impairment loss recognized in the prior accounting period is reversed if
there has been a change in the estimate of recoverable amount. Post impairment, depreciation is provided on the revised carrying value
of the impaired asset over its remaining useful life.

FINANCIAL INSTRUMENTS

A financial instrument is any contract that gives rise to a financial asset of one Company and a financial liability or equity instrument of
another Company. Financial instruments also include derivative contracts such as foreign currency foreign exchange forward contracts,
interest rate swaps and currency options.

Financial assets

Initial recognition and measurement

All financial assets are initially recognized at fair value. Transaction costs that are directly attributable to the acquisition or issue of
financial assets, which are not at fair value through profit and loss, are adjusted to the fair value on initial recognition. Financial assets
are classified, at initial recognition, as financial assets measured at fair value or as financial assets measured at amortised cost.

Subsequent Measurement
Financial Assets measured at Amortised Cost (AC)

A Financial Asset is measured at Amortised Cost if it is held within a business model whose objective is to hold the asset in order to
collect contractual cash flows and the contractual terms of the Financial Asset give rise on specified dates to cash flows that represent
solely payments of principal and interest on the principal amount outstanding.

Financial Assets measured at Fair Value Through Other Comprehensive Income (FVTOCI)

A Financial Asset is measured at FVTOCI if it is held within a business model whose objective is achieved by both collecting contractual
cash flows and selling Financial Assets and the contractual terms of the Financial Asset give rise on specified dates to cash flows that
represents solely payments of principal and interest on the principal amount outstanding.

Financial Assets measured at Fair Value Through Profit and Loss (FVTPL)

A Financial Asset which is not classified in any of the above categories are measured at FVTPL. Financial assets are reclassified
subsequent to their recognition, if the Company changes its business model for managing those financial assets. Changes in business
model are made and applied prospectively from the reclassification date which is the first day of immediately next reporting period
following the changes in business model in accordance with principles laid down under Ind AS 109 — Financial Instruments.

In case of investments
In Equity instruments

- For subsidiaries , associates and Joint ventures - Investments are measured at cost and tested for impairment periodically. Impairment
(if any) is charged to the Statement of Profit and Loss.

- For Other than subsidiaries , associates and Joint venture - Investments are measured at Fair value through Other Comprehensive
Income [FVTOCI].

In Mutual fund
Measured at Fair value through Profit and Loss (FVTPL).
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Basis of preparation and significant accounting policies to the Restated Standalone financial information

(ii)

Guarantee Commission
Guarantees extended to subsidiaries, associates and Joint ventures are Fair Valued.

Debt instruments

The Company measures the debt instruments at Amortised Cost. Assets that are held for collection of contractual cash flows where those
cash flows represent solely payment of principal and interest [SPPI] are measured at amortised cost. A gain or loss on a debt investment
that is subsequently measured at amortised cost and is not part of the hedging relationship, is recognised in statement of profit and loss
when the asset is derecognised or impaired. Interest income from these financial assets is included in finance income using the Effective
interest rate method.

Derecognition of financial assets

The Company derecognises a financial asset when the contractual rights to cash flows from the asset expire, or it transfers the rights to
receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of
the financial asset are transferred.

Impairment of financial assets

In accordance with Ind-AS 109, the Company applies Expected Credit Loss (ECL) model for measurement and recognition of impairment
loss on the following financial asset and credit risk exposure:

a) Financial assets that are debt instruments and are measured at amortised cost e.g., loans, debt securities, deposits, and bank
balance.

b) Trade receivables

The Company follows ‘simplified approach’ for recognition of impairment loss allowance on:

- Trade receivables which do not contain a significant financing component.

The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment loss
allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

- For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a
significant increase in the credit risk since initial recognition. Expected Credit Loss Model is used to provide for impairment loss.

 

Financial liabi

Classification

The Company classifies its financial liabilities in the following measurement categories:
- those to be measured subsequently at fair value through profit and loss-[FVTPL]; and
- those measured at amortised cost. [AC]

The classification depends on the Company's business model for managing the financial assets and the contractual terms of the cash
flows.

Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit and loss or at amortised cost.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly
attributable transaction costs.

The Company’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, financial guarantee
contracts and derivative financial instruments.

Subsequent measurement

Financial liabilities are subsequently carried at amortized cost using the effective interest method. For trade and other payables maturing
within one year from the balance sheet date, the carrying amounts are approximate at their fair value due to the short maturity of these
instruments.

Financial liabilities at fair value through profit and loss [FVTPL]

Financial liabilities at fair value through profit and loss [FVTPL] include financial liabilities designated upon initial recognition as at fair
value through profit and loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in
the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as
hedging instruments in hedge relationships as defined by Ind-AS 109. Separated embedded derivatives are also classified as held for
trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in the statement of profit and loss.

Financial liabilities designated upon initial recognition at fair value through profit and loss are designated at the initial date of recognition,
only if the criteria in Ind-AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own
credit risk are recognized in OCI. These gains/loss are not subsequently transferred to statement of profit and loss. However, the
Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the
statement of profit and loss.

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Loans and borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Any difference between the proceeds (net of
transaction costs) and the redemption amount is recognised in statement of profit and loss over the period of borrowings using the
effective interest method. Processing/Upfront fee are treated as prepaid asset netted of from borrowings. The same is amortised over the
period of the facility to which it relates.

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost. Gains and losses are
recognised in statement of profit and loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of
the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

This category generally applies to interest-bearing loans and borrowings.

Borrowings are derecognised from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired.
The difference between the carrying amount of the financial liability that has been extinguished or transferred to another party and the
consideration paid including any non cash assets transferred or liability assumed, is recognised in Statement of profit and loss as other
gains or (losses).

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer the settlement of liabilities for at
least twelve months after the reporting year.

Where there is a breach of a material provision of a long term loan arrangement on or before the end of the reporting period with the
effect that the liability becomes payable on demand on the reporting date, the same is classified as current unless the lender agreed,
after the reporting year and before the approval of financial statements for issue, not to demand payment as a consequence of the
breach.

Trade and other payable

These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid at
the year end. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the
reporting year. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest
method.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial
liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability.
The difference in the respective carrying amounts is recognised in the statement of profit and loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable
legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities
simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of
business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.

Derivative financial instruments

The Company uses derivative financial instruments, such as forward currency contracts, futures, interest rate swaps, forward commodity
contracts and other derivative financial instruments to hedge its foreign currency risks, interest rate risks and commodity price risks
respectively. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is
entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and
as financial liabilities when the fair value is negative. Any gains or losses arising from changes in the fair value of commodity contracts
are recognized in the statement of profit and loss under operating income / other expenses.

Any gains or losses arising from changes in the fair value of derivatives are taken directly to statement of profit and loss, except for the
effective portion of cash flow hedges, which is recognised in OCI and later reclassified to statement of profit and loss when the hedge
item affects profit or loss or treated as basis adjustment if a hedged forecast transaction subsequently results in the recognition of a non-
financial asset or non-financial liability.

For the purpose of hedge accounting, hedges are classified as:

« Fair value hedges when hedging the exposure to changes in the fair value of a recognised asset or liability or an unrecognised firm
commitment;

* Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular risk associated with a
recognised asset or liability or a highly probable forecast transaction or the foreign currency risk in an unrecognised firm commitment.

Hedges that meet the criteria for hedge accounting are accounted for as follows:

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(0)

(ii)

i) Fair value hedges

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in statement of profit and loss
immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. When an
unrecognised firm commitment is designated as a hedged item, the subsequent cumulative change in the fair value of the firm
commitment attributable to the hedged risk is recognised as an asset or liability with a corresponding gain or loss recognised in statement
of profit and loss. Hedge accounting is discontinued when the Company revokes the hedge relationship, the hedging instrument or
hedged item expires or is sold, terminated, or exercised or no longer meets the criteria for hedge accounting.

ii) Cash flow hedges

The effective portion of the gain or loss on the hedging instrument is recognised in OCI in the cash flow hedge reserve, while any
ineffective portion is recognised immediately in the statement of profit and loss. Amounts recognised in OCI are transferred to statement
of profit and loss when the hedged transaction affects profit or loss. If the hedging relationship no longer meets the criteria for hedge
accounting, then hedge accounting is discontinued prospectively. If the hedging instrument expires or is sold or terminated or exercised,
the cumulative gain or loss on the hedging instrument recognised in cash flow hedging reserve till the period the hedge was effective
remains in cash flow hedging reserve until the underlying transaction occurs. The cumulative gain or loss previously recognised in the
cash flow hedging reserve is transferred to the Statement of Profit and Loss upon the occurrence of the underlying transaction.

Financial guarantee contracts

Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the holder for
a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument.
Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable
to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined and
the amount recognised less cumulative amortisation.

INVENTORIES

Inventories are measured at the lower of cost and net realisable value after providing for obsolescence, if any, except for Stock-in-Trade
[which are measured at Fair value] and Realisable by-products [which are measured at net realisable value]. The cost of inventories is
determined using the weighted average method and includes expenditure incurred in acquiring inventories, production or conversion and
other costs incurred in bringing them to their respective present location and condition. In the case of manufactured inventories and work
in progress, cost includes an appropriate share of production overheads based on normal operating capacity. The comparison of cost and
Net Realisable value is made on an item by item basis.

Net realisable value is estimated selling price in the ordinary course of business, less estimated cost of completion and the estimated
costs necessary to make the sale. The net realisable value of work in progress is determined with reference to selling prices of finished
products.

CASH AND CASH EQUIVALENT

For the purpose of presentation in the statement of the cash flows, cash and cash equivalent includes the cash on hand, deposits held at
call with financial institutions other short term, highly liquid investments with original maturity of three months or less that are readily
convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of non-cash
nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing
activities of the Company are segregated based on the available information.

CONTRIBUTED EQUITY

Equity shares are classified as equity. Incidental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.

DIVIDENDS

Annual dividend distribution to the shareholders is recognised as a liability in the period in which the dividends are approved by the
shareholders. Any interim dividend paid is recognised on approval by Board of Directors. Dividend payable and corresponding tax on
dividend distribution is recognised directly in other equity.

EARNINGS PER SHARE

Basic earnings per share

Basic earnings per shares is calculated by dividing Profit/(Loss) attributable to equity holders (adjusted for amounts directly charged to
Reserves) before/after Exceptional Items (net of tax) by Weighted average number of Equity shares, (excluding treasury shares).

Diluted earnings per share

Diluted earnings per shares is calculated by dividing Profit/(Loss) attributable to equity holders (adjusted for amounts directly charged to
Reserves) before/after Exceptional Items (net of tax) by Weighted average number of Equity shares (excluding treasury shares)
considered for basic earning per shares including dilutive potential Equity shares.

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j
Wi)

(ii)

FOREIGN CURRENCY
Foreign currency transactions

Transactions in foreign currencies are translated into the functional currencies of the Company at the exchange rate prevailing at the date
of the transactions. Monetary assets (other then investments in companies registered outside India) and liabilities denominated in foreign
currencies are translated into the functional currency at the exchange rate at the reporting date.

Investments in companies registered outside India are converted at rate prevailing at the date of acquisition. Non-monetary assets and
liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the
fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are not translated.

Difference on account of changes in foreign currency are generally charged to the statement of profit & loss except the following:

The Company has availed the exemption available under Para D13AA of Ind AS - 101 of "First time adoption of Indian Accounting
Standards". Accordingly, exchange gains and losses on foreign currency borrowings taken prior to April 1, 2016 which are related to the
acquisition or construction of qualifying assets are adjusted in the carrying cost of such asset.

REVENUE RECOGNITION

The Company derives revenues primarily from sale of manufactured goods, traded goods and related services. The Company also derives
revenue from power generation through wind energy.

Sale of Goods/ Services

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an
amount that reflects the consideration entitled in exchange for those goods or services. Generally, control is transfer upon shipment of
goods to the customer or when the goods is made available to the customer, provided transfer of title to the customer occurs and the
Company has not retained any significant risks of ownership or future obligations with respect to the goods shipped.

Revenue from rendering of services is recognised over the time by measuring the progress towards complete satisfaction of performance
obligations at the reporting period.

Revenue is measured at the amount of consideration which the Company expects to be entitled to in exchange for transferring distinct
goods or services to a customer as specified in the contract, excluding amounts collected on behalf of third parties (for example taxes
and duties collected on behalf of the government). Consideration is generally due upon satisfaction of performance obligations and
receivable is recognized when it becomes unconditional.

The Company does not have any contracts where the period between the transfer of the promised goods or services to the customer and
payment by the customer exceeds one year. As a consequence, it does not adjust any of the transaction prices for the time value of
money.

Revenue is measured based on the transaction price, which is the consideration, adjusted for discounts and claims, if any, as specified in
the contract with the customer. Revenue also excludes taxes collected from customers.

Contract balances
Trade receivables

A receivable represents the Company's right to an amount of consideration that is unconditional.
Contract liabilities

A contract liability is the obligation to transfer goods or services to a customer for which the Company has received consideration (or an
amount of consideration is due) from the customer. If a customer pays consideration before the Company transfers goods or services to
the customer, a contract liability is recognised when the payment is made. Contract liabilities are recognised as revenue when the
Company performs under the contract.

Other Operating Revenue

Income from sale of wind power is recognised on the basis of units wheeled during the period. Incomes from carbon credits are
recognised on credit of Carbon Emission Reduction (CER) by the approving authority in the manner in which it is unconditionally available
to the generating Company. Gain/loss on contracts settlements of raw materials purchases with suppliers are accounted in the statement
of profit and loss.

(iii) Other Income

Other income is comprised primarily of interest income, dividend income, gain/loss on investments and gain/loss on foreign exchange and
on translation of other assets and liabilities. Interest income is recognized using the effective interest method. Claims for export
incentives/ duty drawbacks, duty refunds and insurance are accounted when the right to receive payment is established. Incentives on
exports and other Government incentives related to operations are recognised in the statement of profit and loss after due consideration
of certainty of utilization/receipt of such incentives. Revenue from insurance claims are accounted for in the year when recovery can be
ascertained with reasonable certainty or are accounted for on actual receipts basis in case of uncertainty. Rental income arising from
operating leases is accounted for on a straight-line basis over the lease terms and is included in other income.

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l
(0)

(ii)

Wi)
(a)

(ii)

(a)

(b)

(c)

ji)

(ii)

GOVERNMENT GRANTS

Grants from the Government are recognised at their fair value where there is a reasonable assurance that the grant will be received and
the Company will comply with all the attached conditions.

Government grant relating to purchase of Property, Plant and Equipment are included in "Other current/ non-current liabilities" as
Government Grant - Deferred Income and are credited to statement of profit and loss on a straight line basis over the expected life of the
related asset and presented within "Other operating Income".

EMPLOYEE BENEFITS

During Employment benefits

Short term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid
if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and
the obligation can be estimated reliably.

Post Employment benefits
Defined contribution plans

A defined contribution plan is a post employment benefit plan under which a Company pays fixed contribution into a separate entity and
will have no legal or constructive obligation to pay further amounts. The Company makes specified monthly contributions towards
government administered Provident Fund scheme.

Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions are
recognised as an asset to the extent that a cash refund or a reduction in future payments is available.

Defined benefit plans

The Company pays gratuity to the employees who have has completed five years of service with the company at the time when
employee leaves the Company.

The gratuity liability amount is contributed to the approved gratuity fund formed exclusively for gratuity payment to the employees.

The liability in respect of gratuity and other post-employment benefits is calculated using the Projected Unit Credit Method and spread
over the periods during which the benefit is expected to be derived from employees' services.

Re-measurement of defined benefit plans in respect of post employment are charged to Other Comprehensive Income.
Termination benefits

Termination benefits are payable when employment is terminated by the Company before the normal retirement date or when an
employee accepts voluntary redundancy in exchange for these benefits. In case of an offer made to encourage voluntary redundancy, the
termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than
twelve months after the end of reporting year are discounted to the present value.

INCOME TAXES

Income tax expense comprises current and deferred tax. Tax is recognised in statement of profit and loss, except to the extent that it
relates to items recognised in the other comprehensive income or in equity. In which case, the tax is also recognised in the other
comprehensive income or in equity.

Current tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on
tax rates and laws that are enacted or subsequently enacted at the Balance sheet date.

Current tax assets and liabilities are offset only if, the Company:

a) has a legally enforceable right to set off the recognised amounts; and

b) intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current tax provision is computed for income calculated after considering allowances and exemptions under the provisions of the
applicable Income Tax Laws. Current tax assets and current tax liabilities are off set, and presented as net.

Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the year in which the liability is settled or
the asset realised, based on tax rates (and tax laws) that have enacted or substantively enacted by the end of the reporting year. The
carrying amount of Deferred tax liabilities and assets are reviewed at the end of each reporting year. Deferred tax is recognised to the
extent that it is probable that future taxable profit will be available against which they can be used.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at
the reporting date, to recover or settle the carrying amount of its assets and liabilities.

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Deferred tax assets and liabilities are offset only if:

a) the Company has a legally enforceable right to set off current tax assets against current tax liabilities; and

b) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on the same
taxable Company.

o BORROWING COSTS

General and specific Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset that
necessarily takes a substantial period of time to get ready for its intended use are capitalised as part of the cost of that asset till the date
it is ready for its intended use or sale. Other borrowing costs are recognised as an expense in the year in which they are incurred.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted
from the borrowing cost eligible for capitalisation. All other borrowing costs are charged to the statement of profit and loss for the year
for which they are incurred.

p LEASES

The Company, as a lessee, recognises a right-of-use asset and a lease liability for its leasing arrangements, if the contract conveys the
right to control the use of an identified asset.

The contract conveys the right to control the use of an identified asset, if it involves the use of an identified asset and the Company has
substantially all of the economic benefits from use of the asset and has right to direct the use of the identified asset. The cost of the right-
of-use asset shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or
before the commencement date plus any initial direct costs incurred. The right-of-use assets is subsequently measured at cost less any
accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right-of-
use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of
right-of-use asset. The Company measures the lease liability at the present value of the lease payments that are not paid at the
commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be
readily determined. If that rate cannot be readily determined, the Company uses incremental borrowing rate. For short-term and low
value leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the lease term.

q NON- CURRENT ASSETS HELD FOR SALE

Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather
than through continuing use. This condition is regarded as met only when a sale is highly probable from the date of classification,
management are committed to the sale and the asset is available for immediate sale in its present condition. Non-current assets are
classified as held for sale from the date these conditions are met and are measured at the lower of carrying amount and fair value less
cost to sell. Any resulting impairment loss is recognised in the Statements of Profit and Loss as a separate line item. On classification as
held for sale, the assets are no longer depreciated. Assets and liabilities classified as held for sale are presented separately as current
items in the Balance Sheet.

rt PROVISIONS AND CONTINGENT LIABILITIES

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event. 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 equivalent period
government securities interest rate. Unwinding of the discount is recognised in the statement of profit and loss as a finance cost.
Provisions are reviewed at each balance sheet date and are adjusted to reflect the current best estimate.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed
only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a
present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a
reliable estimate of the amount cannot be made. Information on contingent liability is disclosed in the Notes to the Financial Statements.

Contingent assets are not recognised. However, when the realisation of income is virtually certain, then the related asset is no longer a
contingent asset, but it is recognised as an asset.

s SEGMENT REPORTING

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur
expenses, whose operating results are regularly reviewed by the company’s chief operating decision maker to make decisions for which
discrete financial information is available. Based on the management approach as defined in Ind AS 108, the chief operating decision
maker evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators by business
segments and geographic segments.

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t BIOLOGICAL ASSETS
Biological Assets are measured at fair value less costs to sell, with any changes therein recognised in the Statement of Profit and Loss.

u_ FAIR VALUE MEASUREMENT:
The Company measures financial instruments at fair value at each balance sheet date.
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:
a) In the principal market for the asset or liability, or
b) In the absence of a principal market, in the most advantageous market for the asset or liability.
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by
using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best
use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure
fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value
hierarchy.

v_ BUSINESS COMBINATION AND GOODWILL/CAPITAL RESERVE:

The Company uses the pooling of interest method of accounting to account for common control business combination and acquisition
method of accounting to account for other business combinations.

The acquisition date is the date on which control is transferred to the acquirer. Judgement is applied in determining the acquisition date
and determining whether control is transferred from one party to another. Control exists when the Company is exposed to, or has rights
to variable returns from its involvement with the entity and has the ability to affect those returns through power over the entity. In
assessing control, potential voting rights are considered only if the rights are substantive.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for
non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value
of the net assets acquired is in excess of the aggregate consideration transferred, the Company re-assesses whether it has correctly
identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be
recognised at the acquisition date. If the re-assessment still results in an excess of the fair value of net assets acquired over the
aggregate consideration transferred, then the gain is recognised in Other Comprehensive Income (OCI) and accumulated in other equity
as capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognises the gain directly in other equity as
capital reserve, without routing the same through OCI.

Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the Company to the previous owners of
the acquiree, and equity interests issued by the Company. Consideration transferred also includes the fair value of any contingent
consideration. Consideration transferred does not include amounts related to the settlement of pre-existing relationships. Any goodwill
that arises on account of such business combination is tested annually for impairment.

In case of Pooling of interest method of accounting, the assets and liabilities of the combining entities recognises at their carrying
amounts. No adjustment is made to reflect the fair value or recognise any new assets and liabilities. The financial information in the
financial statements in respect of prior periods restates as if the business combination had occurred from the beginning of the preceding
period. The difference, if any, between the amount recorded as share capital issued plus any additional consideration in the form of cash
or other assets and the amount of share capital of the transferor is transferred to capital reserve and presented separately from other
capital reserves.

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Notes to the Restated Standalone Financial Information

Note - 3
Property, plant and equipment % in Lakh

Free Hold Land Buildings Plant & Equipment Furniture & Fixtures Office Right of use of assets
Equipment's

 

Leasehold Land | tana |

A. Period ended September 30, 2021
Gross carrying amount

 

Opening gross carrying amount as at 1 April, 2021 160,661.55 60,345.39 165,105.99 55,245.85 924.03 1,637.23 2,858.49 1,430.81 85.14 448,294.48
Add : Additions 84.36 117.09 1,414.02 5 2.36 11.04 126.78 - = 1,755.65
Add : Slump Purchase as per BTA [Refer note 45 (iii)] 1,679.23 1,361.89 1,241.46 - 28.92 - 10.61 - - 4,322.11
Less : Deductions 125.47 - 175.12 346.03 0.25 - 5.91 - - 652.78
Closing gross carrying amount 162,299.67 61,824.37 167,586.35 54,899.82 955.06 1,648.27 2,989.97 1,430.81 85.14 453,719.46

 

 

Accumulated depreciation and impairment

 

 

 

 

Opening accumulated depreciation and impairment as - 14,356.57 59,901.75 24,642.21 812.10 1,521.63 2,650.29 467.66 83.35 104,435.56
Add : Depreciation charge during the period - 1,069.59 4,534.47 924.59 11.35 8.59 44.24 14.36 0.27 6,607.46
Less : Deductions 7 . 110.59 123.89 0.15 > 5.50 -. z 240.13
Closing accumulated depreciation and impairment - 15,426.16 64,325.63 25,442.91 823.30 1,530.22 2,689.03 482.02 83.62 110,802.89
Net carrying amount 162,299.67 46,398.21 103,260.72 29,456.91 131.76 118.05 300.94 948.79 1.52 342,916.57

 

 

 

B. Year ended March 31, 2021
Gross carrying amount

 

Opening gross carrying amount as at 1 April, 2020 160,661.55 60,225.45 163,818.86 55,067.75 939.29 1,703.71 2,878.02 1,430.81 85.14 446,810.58
Add : Additions - 119.94 1,510.78 178.10 2.63 45.31 49.15 - - 1,905.91
Less : Deductions = - 223.65 - 17.89 111.79 68.68 = : 422.01
Closing gross carrying amount 160,661.55 60,345.39 165,105.99 55,245.85 924.03 1,637.23 2,858.49 1,430.81 85.14 448,294.48

 

 

Accumulated depreciation and impairment

 

 

 

 

Opening accumulated depreciation and impairment as - 12,258.70 50,861.44 22,790.13 772.11 1,589.35 2,635.30 438.93 49.67 91,395.63
at 1 April, 2020

Add : Depreciation charge during the year - 2,097.87 9,132.47 1,852.08 53.75 31.34 78.77 28.73 33.68 13,308.69
Less : Deductions = : 92.16 2 13.76 99.06 63.78 - = 268.76
Closing accumulated depreciation and impairment - 14,356.57 59,901.75 24,642.21 812.10 1,521.63 2,650.29 467.66 83.35 104,435.56
Net carrying amount 160,661.55 45,988.82 105,204.24 30,603.64 111.93 115.60 208.20 963.15 1.79 343,858.92

 

 

 

C. Yearended March 31, 2020
Gross carrying amount

 

Opening gross carrying amount as at 1 April, 2019 160,661.55 60,065.86 163,610.04 55,067.75 1,643.08 1,711.33 3,606.36 1,430.81 - 447,796.78
Add : Additions - 162.09 698.11 : 3.07 7.90 125.48 = 85.14 1,081.79
Less : Deductions - 2.50 489.30 - 706.85 15.52 853.82 - - 2,067.99
Closing gross carrying amount 160,661.55 60,225.45 163,818.85 55,067.75 939.30 1,703.71 2,878.02 1,430.81 85.14 446,810.58

 

 

Accumulated depreciation and impairment

 

Opening accumulated depreciation and impairment as - 9,452.50 39,909.11 20,939.59 1,371.78 1,548.47 3,357.02 410.20 - 76,988.67
at 1 April, 2019

Add : Depreciation charge during the year - 2,145.12 9,260.84 1,850.54 72.20 55.76 93.10 28.73 49.67 13,555.96
Add : Impairment - 661.49 1,807.19 - - - - - - 2,468.68
Less : Deductions - 0.41 115.70 Fi 671.87 14.88 814.82 = = 1,617.68
Closing accumulated depreciation and impairment : 12,258.70 50,861.44 22,790.13 772.11 1,589.35 2,635.30 438.93 49.67 91,395.63

 

 

 

Net carrying amount 160,661.55 47,966.75 112,957.41 32,277.62 167.19 114.36 242.72 991.88 35.47 355,414.95

 

 

344
Ruchi Soya Industries Limited
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Notes to the Restated Standalone Financial Information

in Lakh

 

Free Hold Land Buildings Plant & Equipment Furniture & Fixtures |Vehicles Office Right of use of assets
Equipment's

Leasehold Land | tana |

D. Year ended March 31, 2019
Gross carrying amount

 

Opening gross carrying amount as at 1 April, 2018 160,661.55 60,061.85 163,371.86 55,067.75 1,646.22 1,946.09 3,615.01 1,430.81 - 447,801.14
Add : Additions - 4.02 897.50 - 2.68 7.81 51.86 - - 963.87
Less : Deductions : 0.01 659.32 : 5.82 242.57 60.51 * : 968.23
Closing gross carrying amount 160,661.55 60,065.86 163,610.04 55,067.75 1,643.08 1,711.33 3,606.36 1,430.81 : 447,796.78

 

 

Accumulated depreciation and impairment

 

 

 

 

 

 

Opening accumulated depreciation and impairment as - 7,268.36 30,638.75 19,089.05 1,298.33 1,673.27 3,284.42 381.26 - 63,633.44
at 1 April, 2018
Add : Depreciation charge during the year - 2,184.15 9,432.27 1,850.54 77.79 77.00 121.59 28.94 - 13,772.28
Add : Impairment - - - - - - - - - -
Less : Deductions - 0.01 161.91 - 4.34 201.80 48.99 = - 417.05
Closing accumulated depreciation and impairment : 9,452.50 39,909.11 20,939.59 1,371.78 1,548.47 3,357.02 410.20 - 76,988.67
Net carrying amount 160,661.55 50,613.36 123,700.93 34,128.16 271.30 162.86 249.34 1,020.61 2 370,808.11
in Lakh
Capital work in progress as on September 30, 2021 (Net of impairment of = 800.00 Lakh) 2,303.56
Capital work in progress as on March 31, 2021 (Net of impairment of ~ 800 Lakh) 2,683.08
Capital work in progress as on March 31, 2020 (Net of impairment of % 1,068.79 Lakh) 2,520.39

Capital work in progress as on March 31, 2019 2,691.30

 

 
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes :-
(i) Movement of Capital work in progress are as below :-
Zin Lakh
Particulars As at September As at March 31, |As at March 31, 2020) As at March 31,
30, 2021 2021 2019
Opening Balance 2,683.08 2,520.39 2,691.30 2,812.25
Add : Addition during the period/years 1,182.73 2,580.03 1,751.82 977.47
Add : Slump Purchase as per BTA [Refer note 45 (iii)] 2.28 - - -
Less : Capitalised during the period/years 1,564.53 2,417.34 853.94 1,098.42
Less : Impairment during the period/years - - 1,068.79 -
Closing balance at the end of period/years 2,303.56 2,683.08 2,520.39 2,691.30
(ii) Details of Capital work in Progress (CWIP) are as below :-
(A) CWIP ageing schedule as at September 30, 2021 %in Lakh
Capital Work in Progress Amount in CWIP for a period of Total
Less than 1 year 1-2 years 2-3 Years More than 3 years
Project in Progress 1,470.07 26.06 17.38 - 1,513.51
Project temporarily suspended - - - 790.05 790.05
Total 1,470.07 26.06 17.38 790.05 2,303.56
(B) CWIP completion schedule as at September 30, 2021 ®in Lakh
Capital Work in Progress To be completed in Total
Less than 1 year 1-2 years 2-3 Years More than 3 years
Projects in Progress
Expeller Three & Half Press(12No) Oil Mil 102.31 : : : 102.31
Godown 41.00 = 7 S 41.00
Packing-Filling And Caping Machine Installation 20.10 - - - 20.10
Modification Work At Refinery 82.95 - - - 82.95
Boiler Modification 105.88 ms : S 105.88
Miscellaneous assets at various plant location 118.54 - - - 118.54
470.78 5 = - 470.78
Project Temporarily Suspended
Salamatpur Unit *# - - - 492.11 492.11
P&M -Biomass Gasification 1 MW # 297.94 - 2 : 297.94
297.94 5 = 492.11 790.05
Total 768.72 = 2 492.11 1,260.83
(C) CWIP ageing schedule as at March 31, 2021 ®in Lakh
Capital Work in Progress Amount in CWIP for a period of Total
Less than 1 year 1-2 years 2-3 Years More than 3 years
Project in Progress 1,565.66 303.40 16.82 2.49 1,888.37
Project temporarily suspended : : : 794.71 794.71
Total 1,565.66 303.40 16.82 797.20 2,683.08
(D) CWIP completion schedule as at March 31, 2021 ®in Lakh
Capital Work in Progress To be completed in Total
Less than 1 year 1-2 years 2-3 Years More than 3 years
Projects in Progress
Boiler Capacity Enhancement 79.25 - - - 79.25
Triple Effect Evaporator System 69.18 : : : 69.18
Haldia Pipe Line 372.42 = - : 372.42
Dry Dewaxing Plant 252.48 - - - 252.48
Packing-Filling And Caping Machine Installation 90.14 - - - 90.14
Modification Work At Refinery 146.14 : : : 146.14
Palm Oil Mill Expansion 102.32 = - : 102.32
Miscellaneous assets at various plant location 67.18 - - - 67.18
1,179.11 - - > 1,179.11
Project Temporarily Suspended
Salamatpur Unit *# - - - 492.11 492.11
P&M -Biomass Gasification 1 MW # 297.94 si “ - 297.94
297.94 i * 492.11 790.05
Total 1,477.05 - 2 492.11 1,969.16

 

 

 

 

 

 

346

 
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(E) CWIP ageing schedule as at March 31, 2020 ®in Lakh
Capital Work in Progress Amount in CWIP for a period of Total
Less than 1 year 1-2 years 2-3 Years More than 3 years
Project in Progress 1,437.18 138.36 24.78 122.50 1,722.82
Project temporarily suspended 0.25 - 2.85 794.48 797.57
Total 1,437.43 138.36 27.62 916.98 2,520.39
(F) CWIP completion schedule as at March 31, 2020 ®in Lakh
Capital Work in Progress To be completed in Total
Less than 1 year 1-2 years 2-3 Years More than 3 years
Projects in Progress
Hypro Soya Meal Plant 145.66 - - - 145.66
Packing Equipment 164.19 - - - 164.19
Haldia Pipe Line - 116.58 - - 116.58
Palm Oil Mill Expansion 90.33 - - - 90.33
Modification Work At Refinery And Packing Machine 102.12 - - - 102.12
Miscellaneous Assets At Various Plant Location 331.95 1.26 . s 333.21
834.24 117.84 - = 952.08
Project Temporarily Suspended
Salamatpur Unit *# - - - 492.11 492.11
P&M -Biomass Gasification 1 MW # = 297.94 - x 297.94
= 297.94 * 492.11 790.05
Total 834.24 415.78 - 492.11 1,742.13
(G) CWIP ageing schedule as at March 31, 2019 ®in Lakh
Capital Work in Progress Amount in CWIP for a period of Total
Less than 1 year 1-2 years 2-3 Years More than 3 years
Project in Progress 498.84 104.93 51.18 320.24 975.19
Project temporarily suspended - 2.75 18.49 1,694.88 1,716.11
Total 498.84 107.68 69.66 2,015.12 2,691.30
(H) CWIP completion schedule as at March 31, 2019 ®in Lakh
Capital Work in Progress To be completed in Total
Less than 1 year 1-2 years 2-3 Years More than 3 years
Projects in Progress
Boiler Modification 24.09 = - : 24.09
Ro Plant With Pretreatment = 86.56 : S 86.56
Storage Tank - 273.99 - - 273.99
Soft Oil Packing Upgradation - 139.41 - - 139.41
Palm Oil Mill Expansion 158.86 - - - 158.86
Miscellaneous Assets At Various Plant Location 38.24 29.41 7 7 67.65
221.19 529.37 - - 750.56
Project Temporarily Suspended
Salamatpur Unit : : : 992.11 992.11
P&M -Biomass Gasification 1 MW = = 597.69 7 597.69
* . 597.69 992.11 1,589.80
Total 221.19 529.37 597.69 992.11 2,340.36

 

 

 

 

 

 

 

* Includes = 492.11 Lakh related to Salamatpur Unit which was acquired from M.P. Commercial Tax Department through public auction in 2008 but possession of which has not

been handed over to the company, for which company has filed an application in H'ounrable High Court of Madhya Pradesh which is pending for adjudication.

# Net of Impairment.

 
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

(iii) Title deeds of Immovable Properties not held in name of the Company as at September 30, 2021, March 31, 2021, March 31, 2020 and March 31, 2019

Relevant line item in the |Description of Gross carrying | Title deeds held in the name of|Whether title deed holder is a |Property held since  |Reason for not being held in the name of the
Balance sheet item of property [value & in Lakh promoter,director or relative of |which date company

promoter/director of employee
of promoter/director

Property Plant and Equipment Lease Hold Land Ruchi Soya Industries Ltd July 18, 2002 The lease period was up to July 17, 2008 .The
company approached the government authority to
extend leasehold term for further period. The
matter is sub judicial stage.

Property Plant and Equipment Free Hold Land 4.73 |Mukesh Kumar S/O Chotu Lal December 15, 2009 Seller is not traceable.

Property Plant and Equipment Free Hold Land 1,763.59 |Patanjali Natural Biscuits Private May 21, 2021 Registration of said land is pending in absence of
Limited various NOC's required from State Government.

 

 

 

 

 

 

 

 

 

(iv) The Company in accordance with the Indian Accounting Standard (Ind AS -36) on “Impairment of Assets” 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, the management has assessed that there is no need to provide for impairment on property, plant and equipment and capital work in progress during the period ended September 30, 2021.
(v) Property, plant and equipment are pledged/hypothecated as security [Refer note 13(a) and 16(a)]

(vi) Buildings include = 0.02/- Lakh [ Previous Year March 2021 2 0.02/- Lakh, March 2020 % 0.02/- Lakh and March 2019 % 0.02/- Lakh] being cost of Shares in Co-operative Societies. Title deeds in respect of shares amounting to = 0.01/-
Lakh are in the process of transfer.

348
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Notes to the Restated Standalone Financial Information

Note - 4
Goodwill in Lakh
[Particulars Goodwill Total

A. Period ended September 30, 2021

Gross carrying amount

Opening gross carrying amount as at 1 April, 2021 - -
Addition : Slump Purchase as per BTA [Refer Note 45 (iii)] 1,082.42 1,082.42

Closing gross carrying amount 1,082.42 1,082.42

 

 

 

Accumulated amortisation

Opening accumulated amortisation - -
Amortisation charge during the period - -
Closing accumulated amortisation : :
Closing net carrying amount 1,082.42 1,082.42

 

 

 

B. Year ended March 31, 2021

Gross carrying amount

Opening gross carrying amount as at 1 April, 2020 - -
Additions . 7
Closing gross carrying amount - -

 

 

 

Accumulated amortisation

Opening accumulated amortisation - -
Amortisation charge during the year - -
Closing accumulated amortisation - -

Closing net carrying amount : :

 

 

 

C. Year ended March 31, 2020

Gross carrying amount

Opening gross carrying amount as at 1 April, 2020 - -
Additions - .
Closing gross carrying amount - -

 

 

 

Accumulated amortisation

Opening accumulated amortisation - -
Amortisation charge during the year - -
Closing accumulated amortisation - -

Closing net carrying amount : :

 

 

 

 

D. Year ended March 31, 2019

Gross carrying amount

Opening gross carrying amount as at 1 April, 2020 - -
Additions - -
Closing gross carrying amount - -

 

 

 

Accumulated amortisation

Opening accumulated amortisation - -
Amortisation charge during the year - -
Closing accumulated amortisation - -

Closing net carrying amount - -
aT

 

 

 

 
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

Note - 4(a)
Other Intangible assets tin Lakh

 

Trade Marks / |Computer Contract Total
Brands (Refer notes |Software janufacturing
below) rights

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A. Period ended September 30, 2021

Gross carrying amount

Opening gross carrying amount as at 1 April, 2021 151,584.00 1,437.45 - 153,021.45
Additions = 1.92 350.00 351.92
Closing gross carrying amount 151,584.00 1,439.37 350.00 153,373.37
Accumulated amortisation

Opening accumulated amortisation 36.00 1,399.79 - 1,435.79
Amortisation charge during the period : 7.35 23.33 30.68
Closing accumulated amortisation 36.00 1,407.14 23.33 1,466.47
Closing net carrying amount 151,548.00 32.23 326.67 151,906.90
B. Year ended March 31, 2021

Gross carrying amount

Opening gross carrying amount as at 1 April, 2020 151,584.00 1,420.79 - 153,004.79
Additions 7 16.66 = 16.66
Closing gross carrying amount 151,584.00 1,437.45 - 153,021.45
Accumulated amortisation

Opening accumulated amortisation 36.00 1,383.39 - 1,419.39
Amortisation charge during the year : 16.40 - 16.40
Closing accumulated amortisation 36.00 1,399.79 : 1,435.79
Closing net carrying amount 151,548.00 37.66 - 151,585.66
C. Year ended March 31, 2020

Gross carrying amount

Opening gross carrying amount as at 1 April, 2019 151,584.00 1,403.38 - 152,987.38
Additions z 17.41 7 17.41
Closing gross carrying amount 151,584.00 1,420.79 - 153,004.79
Accumulated amortisation

Opening accumulated amortisation 36.00 1,362.08 - 1,398.08
Amortisation charge during the year - 21.40 - 21.40
Less : Deductions 3 0.09 = 0.09
Closing accumulated amortisation 36.00 1,383.39 : 1,419.39
Closing net carrying amount 151,548.00 37.40 - 151,585.40
D. Year ended March 31, 2019

Gross carrying amount

Opening gross carrying amount as at 1 April, 2018 151,584.00 1,396.27 - 152,980.27
Additions z 7AL 7 7.11
Closing gross carrying amount 151,584.00 1,403.38 - 152,987.38
Accumulated amortisation

Opening accumulated amortisation 36.00 1,309.93 - 1,345.93
Amortisation charge during the year : 52.15 : 52.15
Closing accumulated amortisation 36.00 1,362.08 : 1,398.08
Closing net carrying amount 151,548.00 41.30 - 151,589.30

 

 

 

 

Notes :

(I) All the intellectual property rights, including brands, trademarks, copyrights, registered in the name of Company and/or used by the Company. After the
corporate insolvency resolution process all such intellectual property rights continue to be solely and exclusively owned and used by the Company. The
Company does not expects any impacts of application/petition filed in relation to ownership and/or usage by the Company of the intellectual property
rights, including arbitration petition filed.

(II) Intangible assets are pledged/hypothecated as security [Refer note 13(a) and 16(a)].

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Notes to the Restated Standalone Financial Information

 

 

 

 

 

 

 

 

Lakh
Note - 5a As at As at As at As at
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019
FINANCIAL ASSETS
Non-Current Financial Investments
Investments In Subsidiaries and Joint Ventures ( Measured at cost ) [ Refer Note 5a - D(a) below]
A Investment in Equity Instruments: (fully paid up)
a) In Subsidiary companies
- Unquoted
i) Nil [ Previous Year March 2021, NIL, March 2020, NIL and March 2019, 99,40,700] Equity Shares of = 10/- each - - - -
fully paid in Ruchi Worldwide Limited
ii) Nil [ Previous Year March 2021, NIL, March 2020, NIL and March 2019, 60,00,000] Equity Shares of USD 1 - - - -
each fully paid up in Ruchi Industries Pte Limited
iii) Nil [ Previous Year March 2021, NIL, March 2020, NIL and March 2019, 28,543] Equity Shares of 1,000 - - - -
United Arab Emirates Dirhams (AED) each fully paid up in Ruchi Ethiopia Holdings Limited
iv) Nil [ Previous Year March 2021, NIL, March 2020, NIL and March 2019, 10,000] Equity Shares of % 10/- each - - - 1.00
fully paid up in Mrig Trading Private Limited
v) Nil [Previous Year March 2021, NIL, March 2020, NIL and March 2019, 60,60,000] Equity Shares of = 10/- - - - 348.10
each fully paid in RSIL Holdings Private Limited
b) In Joint Venture
22,060 [ Previous Year March 2021, 22,060, March 2020, 22,060 and March 2019, 22,060] Equity Shares of & 154.26 154.26 154.26 154.26
10/- each fully paid in Ruchi J-Oil Private Limited (Refer Note 35)
Total 154.26 154.26 154.26 503.36
B Investment in Equity Instruments - Other than in Subsidiary, Associate and Joint Venture companies
( Designated at Fair value through Other Comprehensive Income (FVTOCI) [Refer Note 31 (A) 1 (ii)]
a) Quoted
i) 8,83,500 [ Previous Year March 2021, 8,83,500, March 2020, 8,83,500 and March 2019, 8,83,500] Equity Shares 36.16 37.84 12.38 49.39
of % 10/- each fully paid up in National Steel & Agro Industries Limited
ii) 4,00,000 [ Previous Year March 2021, 4,00,000, March 2020, 4,00,000 and March 2019, 4,00,000 ] Equity 70.40 57.60 25.40 63.20
Shares of % 10/- each fully paid up in Anik Industries Limited
iii) 2,73,24,239 [ Previous Year March 2021, 2,73,24,239, March 2020, 2,73,24,239 and March 2019, 2,73,24,239] 1,923.61 1,584.81 508.24 792.40
Equity Shares of % 1/- each fully paid up in Ruchi Infrastructure Limited
iv) 17,71,700 [ Previous Year March 2021, 17,71,700, March 2020, 17,71,700 and March 2019 17,71,700] Equity 42.53 21.79 30.12 33.67
Shares of % 10/- each fully paid up in IMEC Services Limited
v) 1,19,300 [ Previous Year March 2021, 1,19,300, March 2020, 1,19,300 and March 2019, 1,19,300] Equity Shares 5.90 5.65 6.19 6.44
of % 10/- each fully paid up in Sarthak Global Limited
vi) 1,80,000 [ Previous Year March 2021, 1,80,000, March 2020, 1,80,000 and March 2019, 1,80,000] Equity Shares 0.76 0.68 0.59 0.59
of % 2/- each fully paid up in Blue Chip India Limited
vii) 35,000 [ Previous Year March 2021, 35,000, March 2020, 35,000 and March 2019, 35,000] Equity Shares of = - - - -
10/- each fully paid up in Sharadraj Tradelink Limited
viii) 21,500 [ Previous Year March 2021, 21,500, March 2020, 21,500 and March 2019, 21,500] Equity Shares of & 0.41 0.41 0.41 0.41
10/- each fully paid up in Hereld Commerce Limited
b) Unquoted
i) 25,000 [ Previous Year March 2021, 25,000, March 2020, 25,000 and March 2019, 25,000] Equity shares of = - - - -
10/- each fully paid-up in Ruchi Infotech Limited
ii) 6,00,000 [ Previous Year March 2021, 6,00,000, March 2020, 6,00,000 and March 2019, 6,00,000] Equity shares - - : -
of = 10/- each fully paid-up in Steeltech Resources Limited [ Formerly known as Ruchi Acroni Industries
Limited ]
iii) 35,000 [ Previous Year March 2021, 35,000, March 2020, 35,000 and March 2019, 35,000] Equity shares of & - - - -
10/- each fully paid-up in E-DP Marketing (P) Limited
iv) 16,100 [Previous Year March 2021, 16,100, March 2020, 16,100 and March 2019, 16,100] Equity Shares of = - - - -
10/- each fully paid up in National Board of Trade Private Limited
Total 2,079.77 1,708.77 583.33 946.10
C_ Investment in Government Securities measured at Amortised cost
National Saving Certificates/Kisan Vikas Patra (deposited with Government authorities) 0.03 0.03 0.04 1.09
Total 0.03 0.03 0.04 1.09

 

 

GRAND TOTAL 2,234.06 1,863.06 737.63 1,450.55

 

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Notes to the Restated Standalone Financial Information

As at As at As at As at
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019

Aggregate amount of quoted investments - Cost 10,774.61 10,774.61 10,774.61 10,774.61
Fair Market Value of quoted investments 2,079.77 1,708.77 583.33 946.10
Aggregate amount of unquoted investments 154.29 154.29 154.30 512.06
Aggregate amount of Impairment of unquoted investments (68.67) (68.67) (68.66) (12,449.30)
Category-wise Non-current Investment

Financial assets carried at AC 0.03 0.03 0.04 1.09
Financial assets measured at cost 154.26 154.26 154.26 503.36
Financial assets measured at FVTOCI 2,079.77 1,708.77 583.33 946.10

D (a) For transfer of subsidiaries [Refer Note 32(h)]
(b) Investment in Subsidiaries, Associates and Joint ventures are measured at cost and tested for impairment. Impairment (if any) denotes permanent diminution and charged to Statement of Profit and loss.

(c) Investment in Other than Subsidiaries, Associates and Joint ventures are measured at FVTOCI and is charged/added to "Other Comprehensive Income". Fair Valuation of unlisted securities is determined based
on the valuation reports and in case of listed securities the same is determined based on the prevailing market prices.

in Lakh

Note - 5b As at As at As at As at
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019

Other Financial assets
Security and Other Deposits

 

 

 

Considered good- Unsecured* 3,467.94 3,447.06 3,554.68 3,529.61
Credit impaired - - - 750.00
3,467.94 3,447.06 3,554.68 4,279.61
Less: Allowance for credit impaired : : : 750.00
3,467.94 3,447.06 3,554.68 3,529.61
Interest Accrued but not due
On Investments 0.03 0.03 0.03 6.67
On Fixed Deposits With Bank 101.74 72.30 110.60 -
Other Receivables [Refer Note 34] 515.71 515.71 515.71 528.20
Fixed Deposit with banks more than 12 months maturity
- Against Margin Money [ Under lien ] 568.50 500.63 733.75 817.72
- Others 0.03 0.01 205.78 61.34
4,653.95 4,535.74 5,120.55 4,943.54

 

 

*Includes Security and Other Deposits from related parties = NIL (Previous Year March 2021, = NIL, March 2020, NIL and March 2019, % 1,365 Lakh) [Refer Note 39 ]

352
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Notes to the Restated Standalone Financial Information

Note - 6(a)

Income tax assets (Net)

Advance income tax including tax deducted at source (Net of provisions)

Note - 6(b)

Other non-current assets

Unsecured, considered good (unless otherwise stated)
Capital advances
Other loans and advances
-Deposits paid under protest (Refer Note 33 #)
-Prepaid expenses

Note -7

Inventories

a) Raw Materials (including packing material)
Goods in transit
others
b)  Work-in-progress
c) Finished goods
Goods in transit
others
d) — Stock- in- Trade [ Refer Note (i) below]
e) _ Realisable by-products
f) Stores and Spares
g) Consumables

Notes:
(i) The following inventories are measured at Fair Value

   

Stock-in-trade

in Lakh

As at As at As at As at
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019

 

 

 

6,806.86 6,194.62 5,683.98 3,939.16
6,806.86 6,194.62 5,683.98 3,939.16
in Lakh

As at As at As at As at
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019

 

 

 

 

 

 

445.42 380.38 340.85 282.46
4,271.76 4,307.72 4,291.83 4,183.75
173.07 25.10 194.90 233.45
4,890.25 4,713.20 4,827.58 4,699.66
in Lakh

As at As at As at As at
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019

 

 

 

56,025.63 53,379.04 8,277.62 8,598.94
114,396.22 77,843.15 57,726.27 55,915.98
792.50 726.98 550.46 487.15
485.50 812.04 683.79 541.98
77,502.28 91,071.52 57,499.28 50,799.13
136.91 239.28 53.20 57.43
3,648.46 3,857.50 3,157.76 2,457.62
5,694.20 5,405.75 4,975.19 4,844.84
3,678.96 3,001.23 2,537.92 2,382.06
262,360.66 236,336.49 135,461.49 126,085.13
& in Lakh

September, 2021 | March, 2021 [| March, 2020 | March, 2019 |

 

Valuation Techniques : Stock-in-Trade are measured at fair value are based on quotations from Solvent Extractor's Association of India ( Non Government Organisation) recognised by Ministry of

Agriculture, Government of India.
(ii) Inventories are pledged/hypothecated as security [Refer note 13(a) and 16(a)]

Note - 8a

Current investments
A Investments in Mutual Funds measured at fair value through Profit and Loss [ FVTPL]

Quoted
i) NIL Units [Previous Year March 2021, NIL Units, March 2020, 1,00,000 Units and March 2019, 1,00,000
Units] of SBI Magnum Multicap fund- Growth of 2 10.00/- each.

ii) NIL Units [Previous Year March 2021, NIL Units, March 2020, 60,681.871 Units and March 2019,
60,681.871 Units] of SBI Magnum Equity Fund -Regular plan- Growth of % 41.20/- each.

iii) NIL Units [Previous Year March 2021, NIL Units, March 2020, 50,000 Units and March 2019, 50,000
Units] of SBI Infrastructure Fund-Reqular plan Growth of % 10/- each.

iv) NIL Units [Previous Year March 2021, NIL Units, March 2020, 774.446 Units and March 2019, 774.446
Units] of PNB Principal Emerging Blue Chip Fund - Regular plan Growth of % 10/- each.

B Investment in Preference Shares measured at Amortised cost
Unquoted

10,46,435 [Previous Year March 2021, 10,46,435, March 2020, 10,46,435 and March 2019, 10,46,435] 6%
Non Cumulative, Non Convertible Redeemable Preference Shares of % 100/- each fully paid up in GHI
Energy Private Limited

Cc In Associate company

NIL ( Previous Year March 2021 NIL, March 2020 NIL and March 2019, 4,40,050) Equity Shares of %10/-

each fully paid up in GHI Energy Private Limited
D Investment in Government securities measured at Amortised Cost [AC]

Unquoted
National Saving Certificates/Kisan Vikas Patra (deposited with Government authorities)

E Investments in Unquoted share measured at fair value through Profit and Loss [ FVTPL]

4,40,050 [ Previous Year March 2021, 4,40,050, March 2020, 4,40,050 and March 2019, NIL] Equity Shares
of %10/- each fully paid up in GHI Energy Private Limited

TOTAL

Aggregate amount of quoted investments -Cost
Market Value of quoted investment

Aggregate amount of unquoted investments
Fair value adjustments for Investments

in Lakh

As at As at As at As at
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019

 

 

 

: - 37.04 48.67

2 : 49.34 63.49

2 : 5.55 7.53

- - 0.63 0.81
1,014.75 950.32 833.92 731.24

- 7 = 819.24

- - 8.37

223.19 225.79 354.55 7

1,237.94 1,176.11 1,281.03 1,679.35
- - 41.25 41.25

- - 92.56 120.50
2,352.38 2,352.38 2,352.38 2,360.75
(1,114.43) (1,099.11) (1,112.59) (722.65)
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

Note - 8b
Trade Receivables
Considered good- Unsecured*
Considered having significant increase in credit risk

Credit impaired

Less: Allowance for credit impaired/Expected credit loss

Note :-

As at As at As at As at
September 30, 2021 | March 31, 2021 March 31, 2020 March 31, 2019

in Lakh

 

 

63,614.17 43,279.88 26,951.79 26,683.63
2,335.62 1,827.24 1,339.36 298.50
132,646.36 131,904.24 132,110.34 650,869.04
198,596.15 177,011.36 160,401.49 677,851.17
134,494.85 133,169.13 133,002.21 651,627.56
64,101.30 43,842.23 27,399.28 26,223.61

 

 

(i) *Trade Receivables Considered good include = 23,745.34 Lakh [Previous Year March 2021, = 19,533.71 Lakh, March 2020, = 13,369.12 Lakh and March 2019, % 38.60 Lakh] due to related parties.[ Refer Note 39]

(ii) Trade Receivables Ageing Schedule are as below :-

Undisputed trade receivables — considered good

51,114.93

Upto 6 Months
12,499.22

Outstanding from due date of payment as on September 30, 2021
More than 3 years

6 Months - 1 Year
0.02

1-2 Years

2-3 Years

in Lakh

63,614.17

 

Undisputed trade receivables — which have significant increase in credit risk

1,099.55

1,236.07

2,335.62

 

Undisputed trade receivables — credit impaired

481.62

367.85

1,542.18

 

Disputed trade receivables — credit impaired

39.24

130,503.74

131,104.18

 

Sub Total

51,114.93

13,598.77

1,756.95

130,871.59

198,596.15

 

Less: Allowance for credit impaired/Expected credit loss

Undisputed trade receivables — considered good

51,114.93

37,592.51

950.92
12,647.85

Upto 6 Months
5,687.37

1,418.43

6 Months - 1 Year

130,871.59

Outstanding from due date of payment as on March 31, 2021

1-2 Years

2-3 Years

More than 3 years

134,494.85
64,101.30

 

Zin Lakh

43,279.88

 

Undisputed trade receivables — which have significant increase in credit risk

716.66

1,110.58

1,827.24

 

Undisputed trade receivables — credit impaired

231.60

366.62

766.17

 

Disputed trade receivables — credit impaired

130,572.49

131,138.07

 

Sub Total

37,592.51

6,404.03

1,342.18

130,939.11

177,011.36

 

Less: Allowance for credit impaired/Expected credit loss

Undisputed trade receivables — considered good

37,592.51

 

23,542.64

 

738.51
5,665.52

Upto 6 Months

757.98

6 Months - 1 Year

130,939.11

Outstanding from due date of payment as on March 31, 2020

2 - 3 Years

More than 3 years

133,169.13
43,842.23

 

in Lakh

26,951.79

 

Undisputed trade receivables — which have significant increase in credit risk

1,070.81

1,339.36

 

Undisputed trade receivables — credit impaired

816.38

459.93

1,505.74

 

Disputed trade receivables — credit impaired

130,144.65

130,604.60

 

Sub Total

23,542.64

3,677.70

1,887.19

130,604.58

160,401.49

 

Less: Allowance for credit impaired/Expected credit loss

Undisputed trade receivables — considered good

 

23,542.64

21,834.52

 

439.46
3,238.24

Upto 6 Months
2,794.53

1,268.79

6 Months - 1 Year

130,604.58

Outstanding from due date of payment as on March 31, 2019

1 - 2 Years
1,087.08

2-3 Years

More than 3 years

133,002.21
27,399.28

 

Zin Lakh

26,683.63

 

Undisputed trade receivables — which have significant increase in credit risk

298.50

298.50

 

Undisputed trade receivables — credit impaired

144.45

109.36

533.92

 

Disputed trade receivables — credit impaired

650,335.12

650,335.12

 

Sub Total

21,834.52

3,237.48

1,196.44

650,723.05

677,851.17

 

Less: Allowance for credit impaired/Expected credit loss

21,834.52

 

 

237.60
2,999.88

 

 

7.20
1,189.24

 

650,723.05

 

 

651,627.56
26,223.61

 
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

in Lakh

Note - 8c As at As at As at As at
September 30, 2021} March 31, 2021 March 31, 2020 March 31, 2019

Cash and cash equivalents
Balances with Banks

 

 

 

i) In Current Accounts 3,172.15 4,415.81 6,008.78 6,678.86
ii) In Deposit Accounts with less than or equal to 3 months maturity - 172.39 9,331.57 9,078.16
Cash in hand 37.75 38.85 39.64 45.30
3,209.90 4,627.05 15,379.99 15,802.32
%in Lakh

Note - 8d As at As at As at As at
September 30, 2021} March 31, 2021 March 31, 2020 March 31, 2019

Bank balances Other than cash and cash equivalents above
Earmarked Unclaimed Dividend Accounts 6.48 6.63 12.40 17.31
In Current Accounts [Refer Note (i) Below] 16,307.54 16,307.54 21,729.62 -
In Deposit Accounts
Original Maturity less than or equal to 3 months

 

- Against Margin Money [Under lien] 14,318.48 7,594.97 2,509.17 718.00

- Earnest Money Deposit [Refer Note (ii) Below] - - - 25,050.18
More than 3 months but less than or equal to 12 months maturity

- Against Margin Money [ Under lien ] 4,288.76 10,132.99 5,873.15 1,391.43

- Others 0.02 0.02 21.87 24.33

34,921.28 34,042.15 30,146.21 27,201.25

 

 

Notes :

(i) Bank balances in current accounts includes amount represent to financial and operational creditors aggregating to 16,307.54 Lakh (Previous year March, 2021 % 16,307.54 Lakh and March,
2020 % 21,729.62 Lakh) is kept in separate escrow accounts. As per escrow agreement any amount unpaid in this Account is deemed to be utilised and the Company has no right, title and claim
on the same.

(ii) Earnest money deposited in designated bank account from applicants during CIRP process received from potential resolution applicants.

 

 

 

%in Lakh
September 30, 2021} March 31, 2021 March 31, 2020 March 31, 2019
Loans
Unsecured, considered good
Loans to Related parties [Refer Note (i) below and 39] 0.95 0.18 5.00 3.32
Loan to employees 85.73 26.19 87.38 103.43
Note : 86.68 26.37 92.38 106.75
(i) Loan to related party includes = 0.95 Lakh (Previous year March 2021, = 0.18 Lakh, March 2020, = 5.00 Lakh and March 2019, % 2.47 Lakh) due by officer of the Company.
%in Lakh

September 30, 2021| March 31, 2021 March 31, 2020 March 31, 2019

Other Financial assets
Unsecured considered good

 

 

 

 

 

 

 

 

Security and Other Deposits 66.93 85.97 27.77 6.38
Interest Accrued but not due
On Fixed Deposits with Banks 575.25 506.55 275.43 180.29
On Other deposits 11.36 33.40 54.59 35.12
Derivative Assets
- Commodity Contracts 126.20 19.67 - 124.03
Unbilled Revenue 379.37 365.30 15.81 24.13
Others 93.18 - - -
1,252.29 1,010.89 373.60 369.95
%in Lakh
Note - 9 As at As at As at As at
September 30, 2021} March 31, 2021 March 31, 2020 March 31, 2019
Other Current Assets
a) Advances recoverable in cash or in kind or for value to be received
Unsecured- Considered good [ Refer Note (i) below ] 31,800.79 24,374.81 23,444.74 23,906.06
Unsecured- Credit impaired 203.57 203.57, 203.57, 48,970.29
32,004.36 24,578.38 23,648.31 72,876.35
Less: Allowance for credit impaired 203.57 203.57 203.57 48,970.29
31,800.79 24,374.81 23,444.74 23,906.06
b) Gratuity excess of Planned assets over obligations [ Refer Note 18] 4.49 283.98 304.63 695.27
c) Balances with government authorities 8,764.55 10,897.53 12,563.94 12,066.91
d) Indirect Tax Refund Receivable (Refer Note 33 #)
Considered Good 5,828.78 6,720.58 5,217.92 7,034.70
Considered Doubtful 4,259.12 4,259.12 4,259.12 4,259.12
10,087.90 10,979.70 9,477.04 11,293.82
Less: Allowance for credit impaired (Refer Note 30) 4,259.12 4,259.12 4,259.12 4,259.12
5,828.78 6,720.58 5,217.92 7,034.70
e) Other Receivables (includes licence in hand, export incentive receivable and subsidy receivable) 3,899.92 4,036.57 8,154.14 7,209.50
f) Prepaid expenses [ Refer Note (ii) below ] 2,029.83 1,068.22 683.74 557.22
52,328.36 47,381.69 50,369.11 51,469.66

 

 

Note:
(i) The above advances includes advance of = 7,042.55 Lakh (Previous year March 2021, % 2,054.96 Lakh, March 2020, 2,872.09 Lakh and March 2019, = 8.59 Lakh) represents due by private
companies in which director of the Company are director and/or shareholder and due by officer of the company. [ Refer Note 39]

(ii) This includes = 858.38 Lakh (Previous year March 2021, = Nil, March 2020, % Nil and March 2019, = Nil) payment made in relation to further public offering (FPO) which will be adjusted against
issue proceeds, as per IND AS, on completion of FPO.

355
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

Zin Lakh

Note - 10 As at As at As at As at
September 30, 2021} March 31, 2021 March 31, 2020 March 31, 2019

Assets Classified as held for Sale

 

Property, Plant & Equipment 357.56 357.56 357.56 357.56
Other Advances 10.00 10.00 10.00 10.00
367.56 367.56 367.56 367.56

 

 

Note:

The Company has entered into an agreement on December 5, 2016 to sale 18.1890 acres land situated at Taluka Alibag, District Raigad for consideration of = 345.77 Lakh. As per the terms of the
agreement, the Company is required to bear the conversion expenses upto % 3.75 Lakh per acre and also carry out certain improvements over the said land which shall be reimbursed by the purchaser.
The Company has received part of the consideration by way of advance payment. The Company has also entered into contract for the purpose of undertaking the improvements agreed upon and paid
an advance to the contractor. The Collector of Alibagh has sent notices to the Company regarding the condition of not putting the land for industrial use in 15 years period. The company has filed a
case with the Mumbai bench of Hon’ble National Company Law Board Tribunal to quash the notices. The Corporate Insolvency Resolution Process [‘CIRP’] was initiated in respect of Company under
the provisions of the IBC by an order of the Hon’ble National Company Law Tribunal, Mumbai dated December 8, 2017 delivered on December 15, 2017 and a moratorium as per Section 14 of the Code
was declared. The Resolution Plan was approved by the Hon’ble National Company Law Tribunal , Mumbai and a moratorium was in effect till September 6, 2019. The matter is pending at Hon’ble
National Company Law Tribunal, Mumbai. Therefore, the Company continues to disclose the land and the advances paid for improvement of land and classify it as assets held for sale [Refer Note 10]
and the amount of advance received form the buyer has been classified as Liabilities directly associated with assets classified as held for sale [Refer Note 19], till the final outcome of the said matter.

356
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

Zin Lakh
Note - 11 As at As at As at As at
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019

Equity share capital
(a) Authorised
i) Equity Shares
2,11,20,50,000 (Previous Year March 2021, 2,11,20,50,000, March 2020, 42,241.00 42,241.00 42,241.00 20,205.00
2,11,20,50,000 and March 2019, 1,01,02,50,000) of face value of % 2/- each

ii) Cumulative Redeemable Preference Share
5,30,64,000 (Previous Year March 2021, 5,30,64,000, March 2020, 53,064.00 53,064.00 53,064.00 5,100.00
5,30,64,000 and March 2019, 51,00,000) of face value = 100/- each

 

 

95,305.00 95,305.00 95,305.00 25,305.00
(b) Issued, Subscribed and paid-up [ Refer Note 32 (d)]
Equity Shares
29,58,41,007 ( Previous Year March 2021, 29,58,41,007, March 2020, 5,916.82 5,916.82 5,916.82 6,682.01

29,58,41,007 and March 2019, 33,41,00,722) of face value of % 2/- each fully

paid-up [ Refer Note (a) of SOCIE ]

Less: 76,301 Treasury Equity Shares [Previous year March 2021, 76,301, 1.53 1.53 1.53 152.60
March 2020, 76,301 and March 2019, 76,30,115]

 

5,915.29 5,915.29 5,915.29 6,529.41

 

 

(c) Details of shares held by shareholders holding more than 5% shares in the Company.

September 30, 2021 Po March 31,2021
%o %o

 

 

 

 

 

 

 

 

 

 

 

EQUITY SHARES
Patanjali Ayurved Limited 142,500,000 48.17% 142,500,000 48.17%
'Yogakshem Sansthan 60,000,000 20.28% 60,000,000 20.28%
Patanjali Parivahan Private Limited 50,000,000 16.90% 50,000,000 16.90%
Patanjali Gramudyog Nayas 40,000,000 13.52% 40,000,000 13.52%
| March 31,2020 | March 31,2019
EQUITY SHARES
Patanjali Ayurved Limited 142,500,000 48.17% - -
Divya Yog Mandir Trust 60,000,000 20.28% - -
Patanjali Parivahan Private Limited 50,000,000 16.90% - -
Patanjali Gramudyog Nayas 40,000,000 13.52% : -
Soyumm Marketing Private Limited - - 42,535,159 12.73%
Spectra Realties Private Limited - : 18,400,000 5.51%

 

 

 

 

 

 

 

357
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

(d) Details of shares held by promoters in the Company.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

pericurs sf ptemmber 30, 2028} ____March 34,2024 __}_Mareh 3, 2020 —_
% %

EQUITY SHARES

Patanjali Ayurved Limited 142,500,000 48.17% 142,500,000 48.17% 142,500,000 48.17%
Divya Yog Mandir Trust - - - - 60,000,000 20.28%
'Yogakshem Sansthan 60,000,000 20.28% 60,000,000 20.28% - -
Patanjali Parivahan Private Limited 50,000,000 16.90% 50,000,000 16.90% 50,000,000 16.90%
Patanjali Gramudyog Nayas 40,000,000 13.52% 40,000,000 13.52% 40,000,000 13.52%
Ruchi Soya Industries Limited Beneficiary Trust 76,301 0.03% 76,301 0.03% 76,301 0.03%
Notes :-

(i) There is no change in promoters share holding during the period ended September 30, 2021. During the year ended March 31, 2021 shares held by Divya Yog Mandir Trust are transferred to Yogakshem
Sansthan.

(ii) As at March 31, 2019 shares held by promoters are as follows :- Out of 9,38,22,430 total Equity Shares which belongs to old promoters namely Dinesh Shahra 21,11,383 shares, Kailash Shahra 1,98,500
shares, Savitri Devi Shahra 7,93,360 shares, Umesh Shahra (Trustee of Shashwat Trust) 12,48,983 shares, Dinesh Shahra (Trustee Ruchi Soya Industries Limited Beneficiary Trust) 76,29,916 shares, Dinesh
Shahra (Holding on behalf of Ruchi Soya Industries Limited Beneficiary Trust) 199 shares, Dinesh Khandelwal (Trustee of Disha Foundation Trust) 1,06,09,410 shares, Suresh Chandra Santosh Kumar Shahra
(Trustee of Mahakosh Family Trust) 88,840 shares, APL International Pvt.Limited 36,44,271 shares, Arandi Investment Pvt.Limited 26,15,383 shares, National Steel & Agro Industris Limited 2,07,500 shares,
Mahakosh Holdings Private Limited 25,11,906 shares, Ruchi Infrastructure Limited 2,59,625 shares, Ruchi Infotech Limited 1,66,665 shares, Ruchi Global Limited 7,31,330 shares, Soyumm Marketing Private
Limited 4,25,35,159 shares, Spectra Realities Private Limited 1,84,00,000 shares and Bhavna Goel 70,000 shares.

Since the Company was under CIRP and the Approved resolution plan was implemented on December 18, 2019 and new promoters took the charge of the Company, Hence new promoter took control of the
Company during the year ended March 31, 2020.

(e) Rights, Preferences and Restrictions attached to shares

Equity Shares: The Company has one class of equity shares having a par value of = 2 per share. Each shareholder is eligible for one vote per share held. 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.

(f) For reconciliation of number of shares outstanding at the beginning and at the end of the period - [Refer Note (a) of SOCIE.]

(g) As per the resolution plan approved by Hon'ble National Company Law Tribunal, Mumbai Bench vide its orders dated July 24, 2019 and September 4, 2019 under section 31 of the Insolvency and Bankruptcy Code,
2016, the paid up equity share capital of the company was reduced and consolidated. Every shareholder holding 100 equity shares of % 2/- each got 1 equity share of = 2/-. The fractional shares were allotted in
favour of SBICAP Trustee Company Limited, acting as Trustee for Ruchi Soya Fractional Shares Settlement Trust. Ruchi Soya Industries Limited Beneficiary Trust (‘the Trust”) was holding 76,30,115 Shares of % 2/-

each (pre reduction and consolidation) and the same were held in the name of Mr. Dinesh Shahra, Trustee of Trust at that time. Out of 76,30,115 shares, 199 Shares were freeze by NSE as per SEBI Circular No.
SEBI/HO/CFD/CMD/CIR/P/2016/116 dated October 26, 2016. Remaining 76,29,916 shares were shifted in the new demat account of the Trust opened with the PAN of Trust. As per the Scheme of reduction and
consolidation, 76,299 Shares (new) were allotted in favour of Mr. Dinesh Shahra (in the capacity of Trustee of the Trust) and 0.16 share being fraction was allotted to SBICAP Trustee Company Limited. Against
199 Shares, 1 share was allotted to Mr. Dinesh Shahra (in the capacity of Trustee of Trust) and 0.99 share, being fraction was allotted to SBICAP Trustee Company Limited. Mr. Kumar Rajesh has been appointed
Trustee of the Trust in place of Mr. Dinesh Shahra. Pursuant to Schemes u/s. 391-394 of the Companies Act, 1956 then applicable approved by the Hon'ble High Court of judicature at Mumbai and Delhi in an
earlier year 76,301 Equity shares of the Company are held by a Trust for the benefit of the Company and its successor. The investment cost of acquition of these treasury shares have been netted of from the
Equity Share Capital and Securities premium account as per the provisions of Ind AS. The dividend of earlier period received by the Trust in respect of these shares is included under the head ‘Dividend’ under
‘Other Income’.

(h) In respect of authorised share capital Refer Note 32 (c)

(i) Pursuant to amalgamation, the company has issued equity share capital. (Refer note no. 32 g)

358
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

Note - 12

Other Equity

Zoa7mm™oon wD Pp

Capital Redemption Reserve

Share Options Outstanding Account
Securities Premium Account
General Reserve

Capital Reserve

Retained Earnings

Hedging Reserve

Equity Instruments through Other Comprehensive Income [ Refer
Note 31 (A) I (ii)]

TOTAL

Capital Redemption Reserve

Balance as at the beginning of the period/years
Add/Less: Movement during the period/years
Balance as at the end of the period/years

Share Options Outstanding Account
Employee stock Option Outstanding

Less: reversal on expiry of option
Options outstanding as at the end of the period/years

Securities Premium Account
Balance as at the beginning of the period/years

Add/Less: Movement during the period/years
Balance as at the end of the period/years

General Reserve

Balance as at the beginning of the period/years
Add/Less: Movement during the period/years
Balance as at the end of the period/years

Capital Reserve

Balance as at the beginning of the period/years

Add: Arising pursuant to amalgamation of Patanjali Consortium
Adhigrahan Private Limited [Refer Note 32 (g)]

Balance as at the end of the period/years

Retained Earnings

Balance as at the beginning of the period/years

Add: Net Profit for the period/years

Add: Reduction in value of Equity and Preference Shares [Refer
Note 32 (d)]

Less: Remeasurement of the defined benefit plans through other
comprehensive income [Refer Note 31 (A) I (i)]

Balance as at the end of the period/ years

Hedging Reserve

Balance as at the beginning of the period/years
Add/Less: Movement during the period/years (Net of tax)
Balance as at the end of the period/years

Equity Instruments through Other Comprehensive Income
[ Refer Note 31 (A) I (ii)]
Balance as at the beginning of the period/years

Add/Less: Movement during the period/years
Balance as at the end of the period/years

As at
September 30, 2021

 

As at
March 31, 2020

% in Lakh

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,770.98 8,770.98 8,770.98 8,770.98
45,186.45 45,186.45 45,186.45 45,186.45
41,815.51 41,815.51 41,815.51 41,815.51
15,662.53 15,662.53 15,662.53 3,328.75

331,293.22 297,719.14 229,693.46 (548,118.95)
(32.43) - - -
(8,457.63) (8,828.62) (9,954.07) (9,591.30)
434,238.63 400,325.99 331,174.86 (458,608.56)
8,770.98 8,770.98 8,770.98 8,770.98
8,770.98 8,770.98 8,770.98 8,770.98
- - - 39.53
- - - 39.53
45,186.45 45,186.45 45,186.45 45,186.45
45,186.45 45,186.45 45,186.45 45,186.45
41,815.51 41,815.51 41,815.51 41,775.98
- - - 39.53
41,815.51 41,815.51 41,815.51 41,815.51
15,662.53 15,662.53 3,328.75 3,328.75
- 12,333.78 -
15,662.53 15,662.53 15,662.53 3,328.75
297,719.14 229,693.46 (548,118.95) (551,371.15)
33,780.52 68,077.18 771,461.39 3,412.89
- 6,632.75 -
206.44 51.50 281.73 160.69
331,293.22 297,719.14 229,693.46 (548,118.95)
32.43 : : :
(32.43) - - -
(8,828.62) (9,954.07) (9,591.30) (9,119.42)
370.99 1,125.45 (362.77) (471.88)
(8,457.63) (8,828.62) (9,954.07) (9,591.30)
434,238.63 400,325.99 331,174.86 (458,608.56)

 

 

359
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

(i)

(ii)

NATURE AND PURPOSE OF RESERVES

Capital Redemption Reserve
Capital Redemption Reserve was created out of profits of the Company for the purpose of redemption of shares.

Share Options Outstanding Account

The Share options Outstanding account is used to recognise Intrinsic Value/Fair value of the options issued to employees at the grant date under the Ruchi Soya Stock Option plan
2007. There are no share option outstanding subsequent to March 31, 2019.

Description of share-based payment arrangements

Employee stock options - equity settled Share-based payment arrangements:

The Company vide resolution passed at their Extra Ordinary General Meeting held on November 28, 2007 as modified by resolution passed at the Extra Ordinary Meeting held on
June 16, 2009 approved grant of up to 54,71,000 options to eligible directors and employees of the Company and its subsidiary Ruchi Worldwide Limited.

In terms of the said approval, the eligible employees / directors are entitled against each option to subscribe for one equity share of face value of INR 2/- each at a premium of INR
33/- per share.

The holders of the Employee Stock Options are entitled to exercise the option within a period of three years from the date of first vesting, failing which they stand cancelled. In the
case of termination of employment by the Company, all options, vested or not, stand cancelled immediately. In case of voluntary resignation, all un-vested options stand cancelled.
Please refer below table for details on vesting period. There are no other vesting conditions, apart from service condition.

As per the terms of the plan, the Company has granted stock options in following tranches to its eligible employees:

 

Date of Grant Number of Options |Exercise Price Particulars of vesting
April 1, 2015 INR

 

 

 

 

 

 

 

 

 

 

 

 

April 1, 2008 1,237,000 35/- April 1, 2009] April 1, 2010) April 1, 2014
October 1, 2009 1,495,000 35/-|___ October 1, 2010] October 1, 2011] October 1, 2012!
April 1, 2010 253,500 35/- April 1, 2011 April 1, 2012! April 1, 2013
April 1, 2011 198,000 35/- April 1, 2012! April 1, 2013} April 1, 2014]
April 1, 2012 15,000 35/- April 1, 2013 April 1, 2014! April 1, 2015]
April 1, 2013 219,000 35/- April 1, 2014! April 1, 2015] April 1, 2016]
April 1, 2014 275,000 35/- April 1, 2015| April 1, 2016] April 1, 2017]
April 1, 2015 437,500 35/- April 1, 2016] April 1, 2017] April 1, 2018]
Total 4,130,000

 

 

 

The movement in the Employee Stock Options during the year ended March 31, 2019 is as follows:

  

(Closing Balance
jas on March 31,
019

 

 

 

 

 

 

 

 

 

April 1, 2014 171,000 - 171,000) -

April 1, 2015 351,500 - 351,500 : :
Total 522,500 = 522,500 = =
Previous Year 734,500 = 212,000 - 522,500

 

 

 

 

 

 

 

Shares arising out
Options outstanding at the beginning of the year 522,500 35 35
Add: Options granted during the year - 35 35
Less: Options lapsed during the year 522,500 35 35
Less: Options exercised during the year - 35 35

 

 

 

 

 

 

Options outstanding at the year end - is x

 

 

Valuation of stock options

The fair value of stock options granted during the period has been measured using the Black-Scholes option pricing model at the date of the grant. The Black-Scholes option pricing
model includes assumptions regarding dividend yields, expected volatility, expected terms and risk free interest rates. The key inputs and assumptions used are as follows:

Share price: The closing price on NSE as on the date of grant has been considered for valuing the options granted.

Exercise Price: Exercise Price is the price as determined by the Remuneration and Compensation Committee.

Expected Volatility: The historical volatility of the stock till the date of grant has been considered to calculate the fair value of the options.

Expected Option Life: Expected Life of option is the period for which the Company expects the options to be live.

Expected dividends: Expected dividend assumed to be 8 % paid each year

Risk free interest rate: The risk free interest rate on the date of grant considered for the calculation is the interest rate applicable for a maturity equal to the expected life of the
options based on the yield curve for Government bonds.

These assumptions reflect management’s best estimates, but these assumptions involve inherent market uncertainties based on market conditions generally outside of the
Company's control. As a result, if other assumptions had been used in the current period, stock-based compensation expense could have been materially impacted. Further, if
management uses different assumptions in future periods, stock based compensation expense could be materially impacted in future years The estimated fair value of stock options
is charged to income on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in-substance, multiple awards. The
weighted average inputs used in computing the fair value of options granted were as follows:

 

360
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

(iii)

(iv)

(v)

(vi)

(vii)

Detail of Grants

Grant date April 1, 2015
Fair value % 21.79
Share price as on date % 45.85
Exercise price 335
Expected volatility (weighted-average) 0.4215
Expected life (weighted-average) [3 years + 1 year Grace period] 4 years
Expected dividends 8.00%
Risk-free interest rate (based on government bonds) 8.00%

Securities Premium Account
Securities Premium account is created on recording of premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

General Reserve
The same is created out of surplus profits transferred as per the provisions of the Act, it is utilised as per provisions of the Act.

Capital Reserve

Capital Reserve amounting to 15,662.53 Lakh was created on :

a) amalgamation with Palm tech India Ltd by % 1,087.07 Lakh, and

b) On 3,53,25,000 share warrants issued in an earlier year on preferential basis by % 2,241.69 Lakh. Holders of 64,00,000 warrants exercised the option and were allotted equity
shares. Holders of balance 2,89,25,000 warrants did not exercise their option which was lapsed, on expiry on 18 months from the date of issue of warrants. Consequently, the
amount of % 2,241.69 Lakh paid by these warrant holders were forfeited and transferred to capital reserve.

c) % 12,333.78 Lakh arising pursuant to amalgamation of Patanjali Consortium Adhigrahan Private Limited, a special purpose vehicle with and into the Company. [Refer Note 32(g)]

Retained Earnings
The same is created out of profits over the years and shall be utilised as per the provisions of the Act.

Equity Instruments through Other Comprehensive Income

The company has elected to recognise changes in fair value of certain class of investments in other comprehensive income. These fair value changes are accumulated within this
reserve and shall be adjusted on derecognition of investment.

361
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

Note - 13(a) As at As at As at
September 30, 2021 March 31, 2021 March 31, 2020

 

Borrowings

A

At Amortised Cost
Term Loans from Banks [ Refer Note G and I below ]

Secured

- Rupee Loans # 216,357.06 224,993.50 235,642.79 -
Working Capital Loans from Banks [ Refer Note H and I below ]
Secured

- Rupee Loans - 1,777.78 - -

Deferred payment liabilities

Unsecured
- Deferred Sales Tax Liability - - - 1,444.07
Cumulative Redeemable Preference Share
Unsecured
2,00,000 of face value of % 100/- each fully paid-up > = = 163.20
0.0001% Non-Convertible Cumulative Redeemable Preference Share
Unsecured
4,50,00,000 of face value of % 100/- each fully paid-up 17,006.55 16,213.52 14,740.53 -

9% Unsecured Non-Convertible Cumulative Debentures
4,500 of face value of % 10,00,000/- each fully paid-up 45,000.00 45,000.00 45,000.00 7

 

278,363.61 287,984.80 295,383.32 1,607.27

 

 

# Net off of upfront fees amounting to = 1,130.94 Lakh (Previous year March, 2021 % 1,206.50 Lakh and March, 2020 % 1,357.21 Lakh).

Term loans referred to in (a) above and current maturities of long term borrowings referred in Note 16 (a)

% 2,33,121.00/- Lakh (including current maturities of = 15,633,00/- Lakh) are secured by way of first pari passu charge on all immovable and movable non current assets, present and future,
of the Company. First pari passu charge over all the rights, titles, interest, benefits, claims and demand whatsoever, present or future. First pari passu charge on intangibles, goodwill,
uncalled capital, present and future. Second pari passu charge over all current assets (both present & future). Pledge of 100% of fully paid up equity shares of the Company held by the
promoters, on a pari passu basis, to lenders. Assignment of all rights of RSIL in and under the Take or Pay Agreement between Patanjali Ayurved Limited and RSIL. Letter of comfort backed
by board resolution issued by Patanjali Ayurved Limited, Patanjali Parivahan Pvt Ltd, Divya Yog Mandir Trust (upto March 30, 2021), Yogakshem Sansthan (With effect from March 31, 2021)
and Patanjali Gramudyog Nayas, and Personal Guarantees of the Directors of Patanjali Ayurved Limited.

Maturity Profile of Term Loans from banks is as under

 

 

 

 

 

 

in Lakh
Financial Year Amount Financial Year Amount
2021-22 6,921.00 [2025-26 33,600.00
2022-23 17,424.00 [2026-27 36,048.00
2023-24 23,424.00 [2027-28 42,000.00
2024-25 30,000.00 |2028-29 43,704.00

 

 

 

 

 

Pursuant to the continuing defaults of the Company in repayment of borrowings in previous years, a corporate insolvency resolution process(“CIRP”) under the Insolvency and Bankruptcy
Code, 2016 was initiated against the Company vide an order of the Mumbai Bench of the National Company Law Tribunal (“NCLT”) dated December 15, 2017. On September 04, 2019, the
NCLT approved the terms of the Resolution Plan submitted by the Consortium led by Patanjali Ayurved Limited (“PAL”). The accounting for the borrowings was carried out considering the
terms of such Resolution Plan. Refer Note 32 for details of effect of resolution plan & its accounting thereof. As all the borrowings were settled on December 18, 2019, the details of security
in respect of borrowings (Non-current and Current Borrowing) outstanding as on March 31, 2019 is not given.

Term Loans are repayable in door to door 9.5 years from the date of first disbursement. In case, repayable is not completed within door to door 9.5 years, the promoter will infuse additional
resources to liquidate the term loans.

The term loans agreement, inter-alia, include an option to convert the outstanding amounts into equity shares of the Company in the event of default under the Facility Agreements or any
other finance documents.

Working capital loans referred to in (b) above and current maturities of Working capital loans referred in Note 16 (a)

(i) Working Capital Loans are secured by first pari passu charge over all current assets (both present & future) of the Company. Second pari passu charge on all immovable and movable non
current assets, present and future. Second pari passu charge over all the rights, titles, interest, benefits, claims and demand whatsoever, present or future. First pari passu charge on
intangibles, goodwill, uncalled capital, present and future.Pledge of 100% of fully paid up equity shares of the Company held by the promoters, on a pari passu basis, to lenders. Assignment
of all rights of RSIL in and under the Take or Pay Agreement between Patanjali Ayurved Limited and RSIL. Letter of comfort backed by board resolution issued by Patanjali Ayurved Limited,
Patanjali Parivahan Pvt Ltd, Divya Yog Mandir Trust (upto March 30, 2021), Yogakshem Sansthan (With effect from March 31, 2021) and Patanjali Gramudyog Nayas, and Personal Guarantee
of the Directors of Patanjali Ayurved Limited.

(ii) Working Capital Loans are repayable in 24 months from the date of loan disbursement. In case, repayable is not completed within 24 months, the promoter will infuse additional
resources to liquidate the working capital loans.

(iii) The above working capital loan, inter-alia, include an option to convert the outstanding amounts into equity shares of the Company in the event of default under the Facility Agreements
or any other finance documents.

Maturity Profile of Working capital loans from banks is as under

 

 

 

 

in Lakh
Financial Year Amount
2021-22 2,777.78
2022-23 1,777.78

 

 

 

Interest rates on above term loans and working capital loan from 6.95% to 10.60% p.a.

362
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

(i) Preference Shares: 45,000,000 Nos. 0.0001% Non-Convertible Redeemable Cumulative Preference Shares of = 100/- each were issued to the Patanjali Ayurved Limited in accordance with
the Resolution Plan as approved by the Hon'ble NCLT Mumbai. The same are repayable on December 16, 2031.

As at As at As at As at
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019

(ii) Reconciliation of number of shares:-
Particulars

Preference Shares

 

 

 

 

 

 

 

 

 

Balance at the beginning of the period/years 45,000,000 45,000,000 200,000 200,000
Less: Shares reduction during the period/years - - 200,000 =
Add: Shares issued during the period/years - - 45,000,000 -
Balance at the end of the period/years 45,000,000 45,000,000 45,000,000 200,000
Details of shares held by shareholders holding more than 5% Preference share in the Company:-

Pariculars September 50, 00 | arch

PREFERENCE SHARES

Patanjali Ayurved Limited 45,000,000 100 45,000,000 100
[Particulars March 32,2020 | % March 31, 2019 | %

PREFERENCE SHARES

Patanjali Ayurved Limited 45,000,000 100 - -

Ruchi Infrastructure Limited : - 200,000 100

Details of shares held by promoters in the Company:-

Particulars ——SSCSCSC~C~—CSCSCSCSCSCSCSCSCSC*dSepeiber 30, 202K] —=—M_——~CSC*d;CiMarch 31, 202 %

PREFERENCE SHARES

Patanjali Ayurved Limited 45,000,000 100 45,000,000 100

 

 

 

PREFERENCE SHARES

 

Patanjali Ayurved Limited

 

Ruchi Infrastructure Limited

 

45,000,000

200,000.00

 

 

 

 

K Debentures: 4,500 Nos. 9% Unsecured Non-Convertible Cumulative Debentures of = 10,00,000/- each were issued to the Patanjali Ayurved Limited in accordance with the Resolution Plan
as approved by the Hon'ble NCLT Mumbai. The same are repayable on December 15, 2029.
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Zin Lakh
Note - 13(b) As at As at As at As at
Lease Liabilities
Lease Liabilities (Refer Note (i) below) 1.27 1.56 2.07 -
1,27 1.56 2.07 ms
Notes: (i) The following is the movement in lease liabilities during the period/years :
Zin Lakh
Particulars As at As at As at As at
pe | sete, 20zt| ren ir anzt_|maren'iy 2020 | marti 209 |
Opening Balance 2.06 40.12 - -
Add: Addition during the period/years - - 85.14 -
Add: Finance cost accrued during the period/years 0.16 2.62 10.11 -
Less: Payment of lease liabilities 0.40 40.68 55.13 “
Closing Balance 1.82 2.06 40.12 -
The following is the contractual maturity profile of lease liabilities:
Zin Lakh
September 30, 2021| March 31, 2021 March 31, 2020 March 31, 201
Less than one year 0.55 0.50 38.05 :
One year to five years 1.27 1.56 2.07 -
Total 1.82 2.06 40.12 7

 

 

 

 

 

 

 

(ii) Effective April 01, 2019, the company has adopted Ind AS 116 ‘Leases’ under the modified simplified approach without adjustment of comparatives. The Standard is
applied to contracts that remain as at April 01, 2019. The application of the standard did not have any material impact on the profit for the year ended March 31, 2020.

Zin Lakh

Note - 13(c) As at As at As at As at
September 30, 2021| March 31, 2021 March 31, 2020 March 31, 2019

 

 

Other financial liabilities
Other Liability * 26,092.05 27,372.50 29,926.43 =
Interest accrued 6,612.11 4,784.62 1,173.34 ss
32,704.16 32,157.12 31,099.77 x

 

 

* represents difference between issue price and fair value of preference shares to be amortised over the tenure.

Zin Lakh

Note - 14 As at As at As at As at
September 30, 2021| March 31, 2021 March 31, 2020 March 31, 2019

Other non current liabilities

 

 

 

 

 

(a) Government Grants - Deferred Income [Refer Note (i) below] 424.02 449.09 499.22 549.36
(b) Other Liabilities = 7 1.58 3.33
424.02 449.09 500.80 552.69
Note:
(i) Government Grants - Deferred Income
Opening Balance 499.22 549.36 600.63 652.09
Less: Released to profit and loss [Refer Note 20(C) (iv)] 25.07 50.14 51.27 51.45
Closing balance 474.15 499.22 549.36 600.64
Classified under Non-Current Liabilities [Refer Note 14 (a)] 424.02 449.09 499.22 549.36
Classified under Current Liabilities [Refer Note 17 (c)] 50.14 50.13 50.14 51.28
Zin Lakh
Note - 15 As at As at As at As at
September 30, 2021| March 31, 2021 March 31, 2020 March 31, 2019
Provisions
i) Provision for Compensated absences [Refer Note 18] 1,152.89 924.05 898.94 681.27

 

1,152.89 924.05 898.94 681.27

 

 

364
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

(ii) Trade Payables Ageing Schedule are as below :-

Unbilled D Outstanding from due date of payment as on September 30, 2021
npmed Due Not Due Upto 1 Year 1-2 Years 2-3 Years More than 3 years

Total outstanding dues of micro,small & medium Enterprises 313.13 292.68 605.81

Zin Lakh

 

Total outstanding dues of Creditors other than micro,small & medium 7,910.29 18,850.50 37,297.92 64,485.73

Enterprises #
Disputed dues of micro, small and medium enterprises
Disputed dues of creditors other than micro, small and medium enterprises

 

 

 

7,910.29 19,163.63 37,590.60 65,091.54

Outstanding from due date of payment as on March 31, 2021

Upto 1 Year 1-2 Years 2-3Years | More than 3 years

Total outstanding dues of micro,small & medium Enterprises - 172.06 187.62 i 359.71
Total outstanding dues of Creditors other than micro,small & medium 9,313.45 22,279.79 33,437.11 65,300.47
Enterprises #

Disputed dues of micro, small and medium enterprises
Disputed dues of creditors other than micro, small and medium enterprises

Zin Lakh

 

 

 

 

9,313.45 22,451.86 33,624.73 65,660.18

. Outstanding from due date of payment as on March 31, 2020
Unbilled Due
Upto 1 Year More than 3 years

Total outstanding dues of micro,small & medium Enterprises 574.50 191.42 765.92
Total outstanding dues of Creditors other than micro,small & medium 3,363.56 5,507.67 6,315.59 15,723.57
Enterprises #

Disputed dues of micro, small and medium enterprises
Disputed dues of creditors other than micro, small and medium enterprises

Zin Lakh

 

 

 

 

3,363.56 6,082.17 6,507.00 16,489.49

Outstanding from due date of payment as on March 31, 2019

Upto 1 Year 1-2 Years 2-3 Years More than 3 years

Total outstanding dues of micro,small & medium Enterprises : 775.63 326.19 173.26 1.45 0.24 1,276.78
Total outstanding dues of Creditors other than micro,small & medium 2,649.36 11,082.65 9,405.65 41,161.26 114,525.51 42,758.94 221,583.37
Enterprises #

Disputed dues of micro, small and medium enterprises
Disputed dues of creditors other than micro, small and medium enterprises

Zin Lakh

 

 

 

 

 

 

 

 

 

 

 

2,649.36 11,858.29 9,731.84 41,334.53 114,526.96 42,759.18 222,860.15
# The unbilled amount have not been bifurcated into MSME and Others and aggregate amount have been reported under Others due to constraints in accounting system.

366
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

Zin Lakh
Note - 16 (a) As at As at As at As at
Borrowings

At Amortised Cost
A_ Loans repayable on demand
Secured
From Banks
Working Capital Loans 65,579.59 61,025.20 53,504.93 725,950.20
Short term Loans - - 9,525.00 -
From Others
Working Capital Loans - - - 2,000.00

B_ Current maturities of long term borrowings
Rupees loans
- Term loans 15,633.00 11,001.50 3,000.00 32,109.31
- Working capital loans 4,555.55 5,583.33 - -

Foreign Currency Loans
- Term loans - - - 25,367.42
C Other Borrowings [Refer Note E(iv)]
Unsecured
Working Capital (TReDS) 65.17 397.14 - -

D_Intercorporate Deposit - - - 30.00

 

85,833.31 78,007.17 66,029.93 785,456.93

 

E (i) Working Capital Loans and Short term loan are secured by first pari passu charge over all current assets (both present & future) of the Company. Second pari passu charge on all
immovable and movable non current assets, present and future. Second pari passu charge over all the rights, titles, interest, benefits, claims and demand whatsoever, present or
future. First pari passu charge on intangibles, goodwill, uncalled capital, present and future.Pledge of 100% of fully paid up equity shares of the Company held by the promoters, on a
pari passu basis, to lenders. Assignment of all rights of RSIL in and under the Take or Pay Agreement between Patanjali Ayurved Limited and RSIL. Letter of comfort backed by board
resolution issued by Patanjali Ayurved Limited, Patanjali Parivahan Pvt Ltd, Divya Yog Mandir Trust (upto March 30, 2021), Yogakshem Sansthan (With effect from March 31, 2021)
and Patanjali Gramudyog Nayas, and Personal Guarantee of the Directors of Patanjali Ayurved Limited.

(ii) Working Capital Loans are repayable on demand and Short term loan To be repayable in 12 months. In case, repayable is not completed within 12 months, the promoter will
infuse additional resources to liquidate the short term loan.

(iii) The above short term loans and working capital loan, inter-alia, include an option to convert the outstanding amounts into equity shares of the Company in the event of default
under the Facility Agreements or any other finance documents.

(iv) Represents amount due under factoring services on TReDS platform for MSME's as per RBI guidelines.

 

 

 

 

 

 

Note - 16 (b) % in Lakh
As at As at As at As at
Lease Liabilities
Lease Liabilities [Refer note 13(b) (i)] 0.55 0.50 38.05 -
0.55 0.50 38.05 :
Zin Lakh
Note - 16 (c) As at As at As at As at
Trade Payables
Micro and Small Enterprises 396.91 216.22 403.19 433.96
Related parties [Refer Note 39] 2,754.97 647.97 404.66 56,101.27
Others 61,939.66 64,795.99 15,681.64 166,324.92
65,091.54 65,660.18 16,489.49 222,860.15
Note:

(i) The Company has identified (based on information available) Micro, Small and Medium Enterprises as those registered under Micro, Small and Medium Enterprises Development Act,

2006 (‘MSMED Act’).

Zin Lakh

September 30,2021 | March 31,2021 | March 31, 2020_|_ March 31, 2019 _|

Principal amount due and remaining unpaid 428.51

189.02

604.64

966.13

 

Interest due on above and the unpaid interest 185.75

170.69

161.28

310.65

 

Interest paid -

 

Payment made beyond the appointed day during the period/years 2,472.92

2,285.94

8,343.28

8,252.80

 

‘Amount of interest due and payable for period of delay in making payment -
excluding interest specified under MSMED Act.

 

Interest accrued and remaining unpaid 185.75

170.69

161.28

310.65

 

‘Amount of further interest remaining due and payable in succeeding -
period/years

 

 

 

 

 

 

 

365
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

Note - 16 (d) tin Lakh

As at As at As at As at
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019

Other Financial liabilities

Note:

(i)
(ii)

(iii)

(iv)

(v)

 

Deferred Sales Tax Liability [ Refer Note 13a C ] - - - 4,474.54
Finance Lease Obligations - - - 12.47
Liability against CIRP Payables [Refer note (ii) & (iii) below] 16,307.54 16,307.54 21,729.62 -
Interest accrued 1,731.02 1,436.68 2,129.08 76,684.29
Unclaimed Dividends [Refer note (i) below] 6.49 6.63 12.40 17.31
Agency & Other Deposits [Refer note (iv) below] 4,901.63 1,973.68 1,202.53 1,003.08
Customers Advances [Refer note (v) below] - - - 94,254.73
Derivative Liability - Commodity Contracts - - 156.15 -
Financial Guarantee Obligation - - - 10,489.64
Earnest Money deposit received for CIR Process - - - 25,050.18
Provision for Sales Scheme 637.00 755.30 711.04 677.55
Creditors for capital expenditure 59.38 97.79 107.06 73.33
Retention Money Payable [Refer note (iv) below] 1,065.62 1,743.28 668.54 917.82
Others (Mainly includes Employee Dues) [Refer note (iv) below] 776.80 803.68 1,371.86 5,904.59
25,485.48 23,124.58 28,088.28 219,559.53

 

 

There are no amounts due for payment to the Investor Education and Protection Fund under Section 125 of the Companies Act, 2013 as at the period/years end.

Includes = 10,064.58 Lakh payable to DBS Bank Limited and = 2,918.47 Lakh payable to ICICI Bank Limited pursuant to on-going case at Hon'ble Supreme Court which are
mentioned below.

DBS Bank: DBS Bank. had filed an application before Hon’ble National Company Law Tribunal, Mumbai (“NCLT”) seeking a prayer to set-aside the decision of Committee of Creditors
of the Company to the extent of the distribution of proceeds of the Resolution Plan and to restrain the Resolution Applicant from distributing the proceeds of the Resolution Plan.
NCLT ordered against DBS Bank by dismissing the application. NCLT order was challenged before the Hon’ble National Company Law Appellate Tribunal (“NCLAT”) and NCLAT
dismissed the appeal. NCLAT order has now been challenged before Supreme Court by DBS Bank. Since, there was no stay or order against the distribution of proceeds of Resolution
Plan, the proceeds have been distributed in terms of Escrow Agreement and the Resolution Plan has been successfully implemented. There is no further liability of the Company or the
Resolution Applicant towards DBS Bank.

ICICI Bank: The erstwhile Resolution Professional, Mr. Shailendra Ajmera, had filed an application before Hon’ble National Company Law Tribunal, Mumbai (“NCLT”) seeking a prayer
to reverse the preferential transactions undertaken by ICICI Bank Limited. NCLT vide its order dated March 12, 2019 directed ICICI Bank Limited to reverse the said transactions and
deposit in the bank account of the Company, the amount withdrawn in such preferential transactions. ICICI Bank Limited had subsequently challenged the order of NCLT before
National Company Law Appellate Tribunal (‘NCLAT”). NCLAT passed the order in favour of ICICI Bank Limited by setting aside the order of NCLT. NCLAT order has now been
challenged by the erstwhile Resolution Professional before Supreme Court which is still pending. The Company had filed an application before the Supreme Court seeking substitution
of Resolution Professional of the Company with Ruchi Soya Industries Limited since the corporate insolvency resolution process has been completed. The said application has been
allowed by the Supreme Court and RSIL is now the Appellant.

Liability against CIRP Payables is amount payable to financial and operational creditors is kept in separate escrow accounts. As per escrow agreement any amount unpaid in this
Account is deemed to be utilised and the Company has no right, title and claim on the same.

Pursuant to the Resolution Plan, liabilities related to foreign financial and operational creditors are partially/fully extinguished. In respect of write back pertaining to foreign creditors,
advances and loans process of obtaining approval from Reserve Bank of India (RBI) are still in process.

Other financial liabilities includes (a) Agency & other deposits = 5.00 Lakh [Previous Year March, 2021 = 5.00 Lakh, March, 2020 % NIL and March, 2019 = NIL], (b) Retention money
payable = 22.66 Lakh [Previous Year March, 2021 % NIL, March, 2020 2 NIL and March, 2019 2 NIL], (c) Others = NIL [Previous Year March, 2021 % NIL, March, 2020 % 11.34 Lakh
and March, 2019 % 33.49 Lakh] due to Related parties. [Refer Note 39]

As the Company has not been able to make the scheduled Exports as per the agreement, these customer advances are now repayable and hence are classified as financial liability.
Interest on this had been provided till December 15, 2017. Debit balance of one of the customer amounting to = 15,859.06 Lakh against export is net off against the same.
Ruchi Soya Industries Limited

Annexure - VI

Notes to the Restated Standalone Financial Information

Zin Lakh

Note - 17 As at As at As at As at
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019

Other current liabilities

(a)
(b)
(c)

Note:

 

Customers' Advances [Refer Note (i) below] 5,084.32 4,157.84 6,273.84 2,017.07
Government Grant - Deferred Income [Refer Note 14 (a)] 50.14 50.13 50.14 51.28
Others (Including Statutory Dues Payable ) 6,514.88 1,823.16 4,532.17 8,370.98

11,649.34 6,031.13 10,856.15 10,439.33

 

 

(i) Customer advances include % 0.41 Lakh [Previous Year March 2021, = NIL, March 2020, % 45.29 Lakh and March 2019, = NIL] due to related parties.[ Refer Note 39]

Note - 18 ®in Lakh

Provisions As at As at As at Asat
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019

i) Provision for Compensated absences 147.53 127.52 111.18 176.18

 

147.53 127.52 111.18 176.18

 

 

The Company contributes to the following post-employment defined benefit plans in India.

Defined Contribution Plans:
The Company has certain defined contribution plans. Contributions are made to provident fund in India for employees at the specified rate as per regulations. The contributions are made to registered provident fund administered by the Government of
India. The obligation of the Company is limited to the amount contributed and it Company has no further contractual, or any constructive obligation. The Company has recognised % 460.60 Lakh [Previous Year March, 2021 % 745.40 Lakh, March, 2020

% 768.84 Lakh and March, 2019 % 670.39 Lakh] towards contribution to Provident Fund and % 22.09 Lakh [Previous Year March, 2021 % 55.90 Lakh, March, 2020 % 85.25 Lakh and March, 2019 % 122.03 Lakh] towards Employee State Insurance in
Profit and Loss account.

Defined Benefit Plan:
a) Gratuity
Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination/resignation is the employees last drawn basic salary per month computed proportionately for 15 days

salary multiplied for the number completed years of service. The gratuity plan is a funded plan and Company makes annual contributions to the Group Gratuity cum Life Assurance Schemes administered by the LIC of India, a funded defined benefit
plan for qualifying employees.

The most recent actuarial valuation of plan assets and the present value of the defined benefit obligation for gratuity were carried out as at September 30, 2021. The present value of the defined benefit obligations and the related current service cost
and past service cost, were measured using the Projected Unit Credit Method.

b) Leave Obligations

The leave obligations cover the Company's liability for casual, sick & earned leave. The amount of the provision is presented as current, since the Company does not have an unconditional right to defer settlement for any of these obligations.
However, based on past experience, the Company does not expect all employees to take the full amount of accrued leave or require payment within the next 12 months.

Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity plan and the amounts recognised in the Company's financial statements as at balance sheet date:

 

 

 

 

 

 

Zin Lakh
Sept. 30, 2021 Sept. 30, 2021 March 31, 2021 March 31, 2021 March 31, 2020 March 31, 2020 March 31, 2019 March 31, 2019
Gratuity Leave Encashment Gratuity Leave Encashment Gratuity Leave Encashment Gratuity Leave Encashment
Defined benefit obligation 3,004.57 1,300.42 2,961.91 1,051.57 2,775.38 1,010.12 2,389.67 857.45
Fair value of plan assets 3,009.06 - 3,245.89 “i 3,080.01 - 3,084.94 :
Net defined benefit (obligation) /assets 4.49 (1,300.42) 283.98 (1,051.57) 304.63 (1,010.12) 695.27 (857.45)
Non-current [Refer Note 15] - (1,152.89) - (924.05) - (898.94) - (681.27)
Current 4.49 (147.53) 283.98 (127.52) 304.63 (111.18) 695.27 (176.18)

368
Ruchi Soya Industries Limited

Annexure - VI

Notes to the Restated Standalone Financial Information

Movement in net defined benefit (asset) liability

The following table shows a reconciliation from the opening balances to the closing balances for net defined benefit (asset) liability and its components

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Zin Lakh
Sept. 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019
Gratuity Leave Encashment Gratuity Leave Encashment Gratuity Leave Encashment Gratuity Leave Encashment
Defined benefit obligations
Opening balance 2,961.91 1,051.57 2,775.38 1,010.12 2,389.67 857.46 2,130.02 811.94
Current service cost 127.10 73.73 220.98 139.07 189.15 149.71 159.70 142.58
Interest cost (income) 100.55 38.48 187.11 69.24 191.83 71.18 167.85 63.98
3,189.56 1,163.78 3,183.47 1,218.43 2,770.65 1,078.35 2,457.57 1,018.50
Included in OCI
Demographic assumptions 0.41 0.29 = Si - - 11.66 (3.23)
Financial assumptions 21.60 9.25 5.09 1.85 496.08 185.33 32.60 11.37
Experience adjustment 72.22 178.51 70.24 161.32 (227.10) (9.15) 126.51 42.97
3,283.79 1,351.83 3,258.80 1,381.60 3,039.63 1,254.53 2,628.34 1,069.61
Other
Contributions paid by the employer - (51.41) - (330.03) - (244.41) - (212.16)
Benefits paid (279.22) < (296.89) : (264.25) “ (238.67) :
Closing balance 3,004.57 1,300.42 2,961.91 1,051.57 2,775.38 1,010.12 2,389.67 857.45
Fair value of plan asset
Opening balance 3,245.89 - 3,080.01 - 3,084.94 - 2,411.92 56.12
Interest income 107.39 : 193.53 - 219.02 : 190.06 0.64
3,353.28 : 3,273.54 : 3,303.96 : 2,601.98 56.76,
Included in OCI
Experience adjustment (112.21) - 23.83 - (12.75) - 10.08 >
3,241.07 : 3,297.37 : 3,291.21 : 2,612.06 56.76
Other
Contributions paid by the employer 47.21 - 245.41 - 53.05 - 711.56 (56.76)
Benefits paid (279.22) - (296.89) - (264.25) - (238.67) :
Closing balance 3,009.06 - 3,245.89 - 3,080.01 - 3,084.95 -
Represented by
Net defined benefit asset 4.49 = 283.98 = 304.63 a 695.27 -
Net defined benefit liability = 1,300.42 = 1,051.57 = 1,010.12 = 857.45
4.49 1,300.42 283.98 1,051.57 304.63 1,010.12 695.27 857.45
Expense recognised in Statement of Profit and
Loss
Current service cost 127.10 73.73 220.98 139.07 189.15 149.71 159.70 142.58
Net Interest cost (6.85) 38.46 (6.41) 69.23 (27.19) 71.18 (22.21) 63.34
Actuarial (gain)/loss on obligation for the period/year - 188.05 - 163.18 - 176.19 - 51.11
Expense recognised in Statement of Profit and 120.25 300.24 214.57 371.48 161.96 397.08 137.49 257.03
Loss
Expense recognised in Other Comprehensive
Income (OCI)
Actuarial (gain)/loss on obligation for the period/year 94.23 - 75.33 - 268.98 - 170.77 -
Return on plan assets excluding interest income 112.21 - (23.83) - 12.75 - (10.08) -
206.44 o 51.50 S 281.73 s 160.69 =

Net (Income)/ Expense for the period/year
ized in OCI [ Refer Note 31 A (I) (i)1

369
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

% in Lakh

Note - 20 For the period ended For the year ended For the year ended For the year ended
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019
Revenue from operations

A Sales of products 1,109,800.97 1,612,651.31 1,302,583.46 1,266,027.50

B_ Sale of Services

 

Processing charges received 312.15 622.98 1,685.58 2,286.40
C Other Operating revenue
(i) Income from Plant usage 7,500.00 15,000.00 3,125.86 -
(ii) Government grants [Refer Note 14 (a)] 25.07 50.14 51.27 51.45
(iii) Income from Power generation 2,660.77 3,538.87 4,332.64 4,557.96
(iv) Net Gain of Contract Settlement 5,820.09 - - -
1,126,119.05 1,631,863.30 1,311,778.81 1,272,923.31

 

 

% in Lakh

Note - 21 For the period ended For the year ended For the year ended For the year ended
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019
Other Income

A Interest Income (under the effective interest method)

- On Fixed Deposits 293.56 771.73 2,231.87 1,034.46
- Others 98.83 443.66 241.08 127.67
- Redeemable Preference Shares 1,280.46 2,553.93 727.69 -

B Net Gain on sale of Investment - 49.38 6.02 359.74

C Net Gain on Sale/ Discard of Fixed Assets 157.28 - - -

D Lease Rental income 155.83 241.53 62.45 127.99

E Other Non-Operating Income

 

 

 

- Excess Provision/Liabilities no longer required written back 218.83 146.08 687.80 5,130.70
- Net (Gain) on Sale/Loss on foreign currency transaction/translation 2,022.52 - - -
- Sales Tax and customs Refund - = - 58.56
- Income of investment 64.43 116.40 102.68 89.80
- Other Receipts 191.15 706.62 550.33 347.24
F Fair value adjustments for Investments (net) - - - 9.92
G Export Incentive 96.68 1,405.08 1,147.83 2,716.17
4,579.57 6,434.41 5,757.75 10,002.25
% in Lakh

Note - 22 For the period ended For the year ended For the year ended For the year ended
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019

Cost of Materials Consumed

 

 

 

 

 

 

a) Raw Material 854,406.64 1,353,462.13 1,081,189.95 1,050,923.02

b) Packing Material 31,773.89 46,201.14 45,058.90 45,866.55
886,180.53 1,399,663.27 1,126,248.85 1,096,789.57
% in Lakh

Note - 23 For the period ended For the year ended For the year ended For the year ended
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019

Purchases of Stock-in-Trade 91,819.17 51,802.45 38,683.09 35,535.68
in Lakh

Note - 24 For the period ended For the year ended For the year ended For the year ended
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019
Changes in inventories of Finished goods, Work-in-progress and Stock in Trade

Finished goods

 

 

 

 

 

Opening Stock 95,741.06 61,340.83 53,798.72 61,486.86
Closing Stock 81,636.24 95,741.06 61,340.83 53,798.73
14,104.82 (34,400.23) (7,542.11) 7,688.13
Work-in-progress
Opening Stock 726.98 550.46 487.15 485.58
Closing Stock 792.50 726.98 550.46 487.15
(65.52) (176.52) (63.31) (1.57)
Traded goods
Opening Stock 239.28 53.20 57.43 250.75
Closing Stock 136.91 239.28 53.20 57.43
102.37 (186.08) 4.23 193.32

 

 

14,141.67 (34,762.83) (7,601.19) 7,879.88

 

 

371
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

c. Plan assets
Plan assets comprise the following

Investment in LIC India

Insurer managed fund (100%)

D. Defined benefit obligations
i. Actuarial assumptions

 

 

 

 

Zin Lakh
Gratuity Leave Encashment Gratuity Leave Encashment Gratuity Leave Encashment Gratuity Leave Encashment
Sept. 30, 2021 Sept. 30, 2021 March 31, 2021 March 31, 2021 March 31, 2020 March 31, 2020 March 31, 2019 March 31, 2019
3,009.06 : 3,245.89 : 3,080.01 : 3,084.95 -
3,009.06 = 3,245.89 = 3,080.01 2 3,084.95 =

 

 

The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages).

Particulars September 30, 2021 Po March 31,2020] March 31,2020 | March 31,2019

6.77%
7.50%
6.77%
60 Years to 64 Years
For service 4 years & below 10.31% p.a. & For
service 5 years and above 2% p.a.

Indian Assured Lives Mortality (2012-14)

Discount rate

Salary escalation rate

Rate of return on plan assets
Retirement Age

Attrition Rate

Mortality Rate

ii. Sensitivity analysis

6.85%
7.50%
6.85%

60 Years to 64 Years

For service 4 years &
For service 5 years

Indian Assured Lives

below 10.31% p.a. &
and above 2% p.a.

Mortality (2006-08)

6.87%
7.50%
6.87%

60 Years to 64 Years

For service 4 years & below 10.31% p.a. & For

service 5 years and above 2% p.a.
Indian Assured Lives Mortality (2006-08)

7.88%
6.00%
7.88%

58 Years & 60 Years

For service 4 years & below 10.31% p.a. & For

service 5 years and above 2% p.a.
Indian Assured Lives Mortality (2006-08)

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.

 

 

PSs 30, 2021 Po March 31,2021 | March 31,2020] March 31,2019
|___Decrease___| Increase __—|_— Decrease ___—|_iIncrease___i|’_—Decrease__—i|__Increase__—i|_—Decrease__|

Zin Lakh

 
 
     

 

    

 

 

 

 

    
 

     

  

 

     
 

 

 

 

         
 

     

 

 

 

 

 

 

 

 

Note - 19

 

 

 

Discount rate (1% movement) ee 294.88 (237.51) 273.83 (237.60) (162.83) (162.83) 185.99
Future salary growth (1% movement) 279.71 (247.26) 259.42 (230.52) 177.87 177.87 (159.13)
Employee Turnover (1% movement 13.77 15.40 (11.12) 12.35 12.20 25.73 23.14 25.73
Average Expected Life 12 Years) 12 Years) 12 Years 12 Years 12 Years) 12 Years) 12 Years 12 Years|
Although the analysis does not take account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.
iii. Expected Contributions in next year tin Lakh
Particulars Sept. 30, 2021 | March 31, 2021 | March 31, 2020_|
Provident Fund 1,015.79 788.77 815.54 620.21
Zin Lakh
As at As at As at
September 30, 2021 March 31, 2021 March 31, 2019
Liabilities directly associated with assets classified as held for sale

Other Current Liabilities (Refer Note 10) 173.00 173.00 173.00 173.00

173.00 173.00 173.00 173.00

370

 

 
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

Note - 25

Employee benefits expense

Salary, Wages and Bonus

Contribution to Provident and Other Funds
Gratuity [Refer Note 18]

Leave Compensation Absences [ Refer Note 18]
Staff Welfare expenses

Note - 26

Finance costs

Interest Expense
Other borrowing costs
Redeemable Preference Shares

Note - 27

Depreciation and Amortisation Expenses

Depreciation on Plant, property and Equipment
Amortisation on Intangible assets

Note - 28

Provision for Doubtful Debts/ Advances, Expected credit loss, Write
off (Net)

Provision for Expected Credit Loss

Provision for Doubtful Debts/Advances

Bad debts & advances Written off

(Less): Provision for Trade Receivables/Advances Written back

Note:
(a)

credit losses with respective risks of defaults occurring as weights.

Note - 29

Other Expenses

Manufacturing Expenses
Manufacturing expenses
Consumables
Consumption of Stores & Spares parts
Power & Fuel (net of recoveries)
Lease Rental expenses
Repairs and Maintenance

- Plant & Machinery

- Buildings

- Others

Selling and distribution expenses
Freight & forwarding (net of recoveries)
Export expenses

Advertisement & sales promotion

Establishment and Other expenses

Rates & Taxes

Insurance

Payment to Auditors [Refer Note I below]

Legal & Professional

Corporate Social Responsibility (CSR) [Refer Note II below]
Directors Sitting Fee

Net Loss on Sale/Discard of Fixed Assets

Net (Gain) on Sale/Loss on foreign currency transaction/translation
Impairment in value of Investment

Net Loss arising on financials assets designated at fair value through
profit loss

Travelling & conveyance

Bank Commission & charges

Net Loss of Commodity Hedging

Other expenses (Net of recoveries)

% in Lakh

For the period ended For the year ended For the year ended For the year ended
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019

 

 

 

 

 

 

 

 

 

 

7,683.10 12,272.53 13,433.69 13,533.43
483.75 805.18 859.35 798.91
120.25 214.57 161.96 137.49
300.25 371.48 397.08 257.03
181.27 299.25 418.73 392.10
8,768.62 13,963.01 15,270.81 15,118.96
% in Lakh
For the period ended For the year ended For the year ended For the year ended
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019
16,988.95 35,073.01 10,599.49 481.41
325.33 525.87 237.34 217.66
793.03 1,472.99 394.65
18,107.31 37,071.87 11,231.48 699.07
% in Lakh
For the period ended For the year ended For the year ended For the year ended
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019
6,607.46 13,308.69 13,555.96 13,772.29
30.68 16.40 21.40 52.15
6,638.14 13,325.09 13,577.36 13,824.44
Zin Lakh
For the period ended For the year ended For the year ended For the year ended
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019
1,325.72 166.92 1,598.07 7
= 2 585.24 1,340.25
es zs 573,369.88 S
- - (573,369.88) -
1,325.72 166.92 2,183.31 1,340.25

 

 

in ak
For the period ended For the year ended For the year ended For the year ended
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019

As per Ind AS -109 on Financial Instruments the Company has applied Expected credit loss model for determining the provision for trade receivable based on the weighted average of

 

 

 

 

5,737.00 8,811.28 8,736.83 8,480.79
3,380.17 7,089.57 7,717.34 8,047.12
3,130.52 4,549.75 4,683.63 4,385.69
8,571.96 17,080.66 19,543.66 20,042.01
1,344.84 2,567.91 2,449.03 2,484.88
1,146.57 2,537.32 2,262.98 1,856.07

78.67 192.98 253.47 211.28
310.93 603.72 595.27 617.28
23,700.66 43,433.19 46,242.21 46,125.12
17,923.73 34,116.45 28,684.23 32,704.71
443.12 1,286.51 707.27 1,543.50
3,399.37 2,493.10 5,757.48 4,158.80
21,766.22 37,896.06 35,148.98 38,407.01
340.53 834.98 678.01 765.71
857.89 1,442.39 1,051.99 1,035.57
118.20 118.50 100.30 93.30
319.65 719.58 2,639.09 1,818.36
330.34 1,000.00 - -
37.00 33.50 4.00 -
- 66.38 443.69 414.83
- 270.54 934.53 1,351.84
2.60 128.76 464.69 276.79
- - 27.94 -
563.21 595.42 979.34 1,040.13
171.26 187.43 33.63 42.10
5,248.50 9,285.72 - -
4,352.90 9,615.46 8,156.07 12,694.94
12,342.08 24,298.66 15,513.28 19,533.57
57,808.96 105,627.91 96,904.47 104,065.70

 

 

372
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Annexure - VI
Notes to the Restated Standalone Financial Information

Note:
(I) Payment to Auditors :-
(i) Remuneration to the Statutory auditors
(a) As Auditors
-For Statutory Audit

-For Tax Audit

-For Limited Review, Interim audit & Certification Charges

-For Further Public Offer (FPO) related payment [Refer Note 9 (ii)]

(ii) Remuneration to Cost Auditors

(II) Disclosure in respect of Corporate social responsi

(i) Gross amount required to be spent during the

period/years

(ii) Amount spent during the period/years
- Construction/acquisition of any asset
- On purposes other than above

in Lakh

For the period ended For the year ended For the year ended For the year ended
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019

ity expenses :-

= 62.00 53.00 53.00
- - 11.00 11.00
18.20 52.10 31.90 24.90
100.00 = = =
- 4.40 4.40 4.40
Not Applicable * . - -
- 1,000.00 - -

(iii) Based on the legal opinion obtained by the Company gain on account of derecognition of liabilities as per resolution plan is considered as notional gain for computation of profit

under section 198 of the Act.

* The special purpose interim standalone financial statements are for the six months period ended September 30, 2021, the Corporate Social Responsibility obligation is for whole year
ended March 31, 2022. Hence the same has been considered as not applicable.

Note - 30

Exceptional Items
Exceptional Items

% in Lakh

For the period ended For the year ended For the year ended For the year ended
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019

- - 749,023.01 (4,259.12)

Exceptional items (net) for the year ended March 31, 2020 comprises of:-

a) De-recognition of liabilities amounting to = 7,52,560.48 Lakh as described in note no. 32(e).

b) Impairment of Capital Work in Progress and Property, Plant and Equipment of = 3,537.47 Lakh.
Exceptional items for the year ended 31st March 2019 comprises of:-

a) Impairment of refund receivable against Commercial Tax / VAT and Central Sales Tax amounting to % 4,259.12 Lakh.

These adjustments, having one- time, non-routine material impact on the financial statements hence, the same has been disclosed as "Exceptional Items" in the Financial Statements.

373
Ruchi Soya Industries Limited
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Notes to the Restated Standalone Financial Information

Zin Lakh

Note - 31 For the period ended For the year ended For the year ended | For the year ended
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019
(A) Other Comprehensive Income

I Items that will not be reclassified to Profit and Loss

 

(i) Remeasurement of gain/(loss) defined benefit plans [Refer Note 12 G] (206.44) (51.50) (281.73) (160.69)
(ii) Gain/(loss) FVTOCI Equity Instruments [Refer Note 12 I] 370.99 1,125.45 (362.77) (471.88)
164.55 1,073.95 (644.50) (632.57)

 

 

(B) Hedge Reserve

I Items that will be reclassified to Profit and Loss

 

 

 

 

(i) Net (loss)/gain on cash flow hedges recognised during the period/years [Refer Note 12 (43.34) - - -
H]

(43.34) : : :

Il Income tax relating to items that will be reclassified to Profit and Loss 10.91 - - -

(32.43) 7 E :

 

 

374
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Notes to the Restated Standalone Financial Information

Note - 32

Pursuant to the Resolution Plan submitted by the Consortium of Patanjali Ayurved Limited, Divya Yog Mandir Trust (through its
business undertaking, Divya Pharmacy), Patanjali Parivahan Private Limited and Patanjali Gramudhyog Nyas (Collectively
referred to as the "Resolution Applicant") and its approval by the Hon'able National Company Law Tribunal, Mumbai bench,
vide their orders dated July 24, 2019 and September 4, 2019 for the corporate insolvency of the Company, which is
implemented from December 18, 2019 (i.e. closing date as defined under the resolution plan) otherwise as stated in below
notes, the following consequential impacts have been given in accordance with approved resolution plan / Accounting
Standards during the previous year ended March 31, 2020:-

a) The existing directors of the Company as on the date of order have stand replaced by the new Board of Directors from their
office with effect from December 18, 2019. As on closing date Board consist of Acharya Balkrishna (Chairman and Managing
Director), Shri Ramdev (Non-Executive Director), Ram Bharat (Whole Time Director), Rajat Sharma (Independent Director),
Girish Ahuja (Independent Director), Bhavna Shah (Independent Director).

b) The erstwhile promoter group has been reclassified as public shareholders under regulation 31A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

c) The authorised share capital of the Patanjali Consortium Adhigrahan Private Limited as on closing date i.e. December 18,
2019 is merged with the authorised share capital of the Company. As a result, authorised share capital of the Company is
increased from 25,305.00 Lakh consisting of 1,01,02,50,000 equity shares of = 2 each and 51,00,000 preference shares of =
100 each to 2 95,305.00 Lakh consisting of 2,11,20,50,000 equity shares of = 2 each and 5,30,64,000 preference shares of =
100 each.

d) With effect from December 17, 2019, the existing issued, subscribed and paid up equity share capital of the Company has
been reduced from % 6,682.01 Lakh divided into 33,41,00,722 equity shares of = 2 each to = 66.82 Lakh divided into 33,41,007
equity share of = 2 each thereby reducing the value of issued, subscribed and paid up equity share capital of the Company by
% 6,615.19 Lakh. Further, with effect from December 17, 2019, the existing issued, subscribed, paid up 2,00,000 cumulative
redeemable preference shares of = 100 each stand fully cancelled and extinguished. As prescribed in the Resolution Plan, the
reduction in the share capital of the Company amounting to % 6,632.75 Lakh is adjusted against the debit balance as appearing
in its profit and loss account (i.e. retained earnings).

e) In respect of de-recognition of operational and financial creditors, difference amounting to % 7,52,560.48 Lakh between the
carrying amount of financial liabilities extinguished and consideration paid, is recognised in statement of profit or loss account
in accordance with "Ind AS - 109" on "Financial Instruments" prescribed under section 133 of the Companies Act, 2013 and
accounting policies consistently followed by the Company and disclosed as an "Exceptional items". Further, these write back
includes foreign parties of creditors, advances and lenders for which intimations / obtaining approval of Reserve Bank of India
(RBI) are under process.

f) Out of funds received amounting to = 4,35,000 Lakh, = 4,23,500 Lakh was to be utilised towards settlement of claims of
creditors and 11,500 Lakh for improving the operations of the Company. Out of above, as on September 30, 2021, amount of
% 4,07,192.46 Lakh (Previous year March 31, 2021 = 4,07,192.46 Lakh and March 31, 2020 % 4,01,770.38 Lakh) has been
used to settle existing secured financial creditors, unsecured financial creditors (other than related parties), statutory dues,
operational creditors (other than a related party) CIRP costs and pending utilisation = 16,307.54 Lakh (Previous year March 31,
2021 % 16,307.54 Lakh and March 31, 2020 % 21,729.62 Lakh) is kept in separate escrow accounts. As per escrow agreement
any amount unpaid in this account is deemed to be utilised and the Company has no right, title and claim on the same.

g) Amalgamation of the Patanjali Consortium Adhigrahan Private Limited, a special purpose vehicle with and into the
Company: -

i. On and from the closing date i.e. December 18, 2019 , all assets amounting to = 4,40,416.97 Lakh, liabilities amounting to =
3,32,233.19 Lakh stand transferred and vested in the Company with effect from the closing date.

ii. In consideration for the amalgamation, the Company has issued: -

1 (one) equity shares of face value of % 2 for every 1 (one) equity share of face value of = 7 of SPV, aggregating 29,25,00,000
equity shares of = 5,850.00 Lakh are issued.
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

1 (one) 0.0001% cumulative redeemable preference share of face value of = 100 each for every 1 (one) 0.0001% cumulative
redeemable preference share of face value of = 100 each of the SPV, aggregating 4,50,00,000 preference share of = 45,000.00
Lakh are issued.

1 (one) 9% cumulative non-convertible debenture of face value of % 10,00,000 for every 1 (one) 9% cumulative non-
convertible debenture of face value of = 10,00,000 each of SPV, aggregating 4,500 debentures of = 45,000.00 Lakh are issued.

Consequent to the foregoing, the paid-up equity share capital and preference share capital of the Company is increased to =
5,916.82 Lakh and % 45,000 Lakh, respectively.

The details of assets and liabilities transferred from SPV Company are as under:

 

in Lakh
ASSETS
Non-Current Assets
Financial Assets (Loan Given) 435,000.00
435,000.00
Current Assets
Cash & Cash Equivalents 5,038.37
Other Financial Assets 378.60
5,416.97
Total Assets (A) 440,416.97
LIABILITIES
Non-Current Liabilities
Borrowings 238,599.44
238,599.44
Current Liabil
Borrowings 89,525.00
Trade Payables 7.74
Other Financial Liabilities 4,101.01
93,633.75
Total Liabilities (B) 332,233.19
Net Assets transferred from SPV Company 108,183.78
Less: Equity Shares issued to shareholders of SPV Company 5,850.00
Less: Preference Shares issued to shareholders of SPV Company 45,000.00
Less: Debentures issued to shareholders of SPV Company 45,000.00
Net amount transferred to Capital Reserve 12,333.78
Total Reserves arising pursuant to Amalgamation 12,333.78

h) Transfer of subsidiaries - As a part of the Resolution Plan, the Company has transferred identified entities to the identified
buyer its entire equity investment/ownership interest held in the those identified entities, at a fair market value on "as is where
is" and "as is whatever is" basis.

376
Ruchi Soya Industries Limited
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Notes to the Restated Standalone Financial Information

Zin Lakh

Note - 33 As at As at
September 30, 2021 March 31, 2021

Contingent liabilities and commitments

 

A Contingent liabilities

a) Claims against the Company not acknowledged as debts ( to the -# -# -# 3,095.15
extent quantified)

b) Guarantees

(i) Outstanding bank Guarantees 7128.78 8,340.67 3,468.70 1,866.72

(ii) Outstanding corporate guarantees given on behalf of
-Indian Associate (Sanctioned amount % NIL [Previous Year % 9,600.00/- Lakh -# -# -# 3,726.00
D

c) Other Money for which Company is Contingently liable

(i) Disputed Demand:

1. Excise Duty -# -# -# 8,811.87
2. Service Tax -# -# -# 1,542.36
3. Customs Duty -# -# -# 18,429.42
4. Income tax -# -# -# 3,093.16
5. Other Acts -# -# -# 29.37
6. Sales Tax -# -# -# 83,456.94

#As per approved resolution plan, the contingent liabilities and commitments, claims and obligations, stand extinguished and accordingly no outflow of economic benefits is expected in
respect thereof. The Resolution plan, among other matters provide that upon the approval of this Resolution Plan by the National Company Law Tribunal (NCLT) and settlement and
receipt of the payment towards the IRP Costs and by the creditors in terms of this plan, all the liabilities demands, damages, penalties, loss, claims of any nature whatsoever (whether
admitted/verified/submitted/rejected or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, disputed or undisputed, present or future)
including any liabilities, losses, penalties or damages arising out of non-compliances, to which the Company is or may be subject to and which pertains to the period on or before the
Effective Date (i.e. September 06, 2019) and are remaining as on that date shall stand extinguished, abated and settled in perpetuity without any further act or deed. The Resolution plan
further provides that implementation of resolution plan will not affect the rights of the Company to recover any amount due to the Company and there shall be no set off of any such
amount recoverable by the Company against any liability discharged or extinguished.

As note given above, the following are also not considered as contingent liabilities as on September 30, 2021, March 31, 2021 and March 31, 2020:-

(ii) (a) Deputy State Tax Commissioner Corporate, Rajkot, Gujarat, during inspection under Gujarat Value Added Tax Act-2003 alleged that dealers from whom purchases were

made by the Company during FY 2013-2014 to 2017-2018 have not paid tax to government treasury in its Order dated September 26, 2013 and due to that input credit
claimed by the Company is not eligible. It is also alleged that the Company has not done transactions on market price. Therefore, provisional demand of % 16,207.77/- Lakh of
Tax and % 24,311.66/-Lakh of penalty aggregating to % 40,519.43/- Lakh have been made against the Company and impounded Company's plants at Kandla which include
Refinery, Oleochem and Guargum Division. The Company has made submissions including stay application on October 13, 2013 and following up the matter with the
appropriate authorities. The Company, based on merits of the case, does not expect material liability on this account hence no provision has been made in the books of
accounts for the year ended March 31, 2018.
(b) Deputy State Tax Commissioner Corporate, Rajkot, Gujarat, during inspection under Gujarat Value Added Tax Act-2003 alleged that dealers from whom purchases were
made by the Company during FY 2013-2014 to 2017-2018 have not paid tax to government treasury in its Order dated September 26, 2013 and due to that input credit
claimed by the Company is not eligible. It is also alleged that the Company has not done transactions on market price. Therefore, demand of % 13,441.18/- Lakh of Tax and =
28,835.63/- Lakh of penalty aggregating to  43,276.81/- Lakh have been made against the Company and Company's plants at Kandla which include Refinery, Oleochem and
Guargum Division has been impounded. The Company has made submissions including stay application on October 13, 2013 and following up the matter with the appropriate
authorities. The Company, based on merits of the case, does not expect material liability on this account hence no provision has been made in the books of accounts.
Furthermore, Gujarat High Court passed an order in this matter pursuant whereby the retrospective cancellation of registration has stayed and the matter is remanded to
Tribunal for further hearing, which is pending.

(iii) During an earlier year i.e. on January 3, 2012, the Company had received claims amounting to US$ 662,67,857.31 ( to the extent quantified) from two overseas entities
(claimants) in respect of performance guarantees purportedly given by the Company as a second guarantor on behalf of an overseas entity in respect of contracts entered into
between the claimants and the overseas entity having jurisdiction in the southern district of New York. The Company denies giving the guarantees and has disputed the claims
and is has taken appropriate legal actions and making suitable representations in the matter. The Company does not expect that any amount will become payable in respect of
the claims made. No provision is made in respect of the same in the books of account.

(iv) In relation to trading in Castor seed contracts on National commodity and Derivative Exchange limited ( NCDEX), pending investigation by Securities and Exchange Board of
India [ SEBI], amount of liability, if any, can not be ascertained at this stage.

(v) The Competition Commission of India has issued a notice under section 36(2) read with section 41(2) of The Competition Act, 2002 (the Act) into alleged violations of the said
Act. The Company has made representation in the matter from time to time. Later a investigation by Director General was initiated under section 26(1) of the Act. The hearing
was completed on June 28, 2016 and Competition Commission of India had passed an order clearly stating that there was no contravention of the Provisions of the Act.
Aggrieved by the same, the other party filed the writ petition in High Court in Delhi on April 25, 2017 challenging the order of the Competition Commission of India. The final
order of the High Court is awaited. Pending receipt of the order, liability, if any, that may arise in this regard cannot be ascertained at this stage.

(vi) | The Honourable Supreme Court, has passed a decision on February 28, 2019 in relation to inclusion of certain allowances within the scope of “Basic wages” for the purpose of
determining contribution to provident fund under the Employees Provident Funds & Miscellaneous Provisions Act, 1952. The Company is awaiting further clarifications in this
matter in order to reasonably assess the impact on its financial statements, if any. Accordingly, the applicability of the judgement to the Company, with respect to the period
and the nature of allowances to be covered, and resultant impact on the past provident fund liability, cannot be reasonably ascertained, at present.

(vii) EPCG Licences benefit in event of default of Export Obligation -# -# -# 20.98
B Commitments
a) Estimated amount of contracts remaining to be executed on capital account 513.77 356.50 124.70 145.98

and not provided for (Net of advances)
b)

 

Export Obligations in relation to EPCG Benefits -# -# -# 716.49

377
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

Note - 34

On divestment of shares of Gemini Edibles and Oil Pvt. Ltd. in financial year 2013-14, pursuant to the Share Purchase Agreement, the Company paid an amount of % 2,836.52
Lakh to the said Company by way of deposit which is refundable on receipt of various incentives by the said Company from Government authorities. Of the total amount paid,
the Company has received refund of = 2,320.81 Lakh till September 30, 2021. The Company expects to recover the balance amount of % 515.71 Lakh fully. Accordingly, no
provision for impairment is considered necessary in this regards.

Note - 35
Ruchi J-Oil Private Limited (“Ruchi J-Oil”) is under liquidation, financial statements after March 31, 2019 are not available of “Ruchi J-Oil” and management of the Company
expects to recover the carrying amount of investment, therefore in view of the management no consolidated financial statements are required to be prepared and presented.

Note - 36

Disclosures pursuant to regulation 34(3) and 53(f) of schedule V of the Securities and Exchange Board of India (Listing obligations and disclosure
requirements) Regulations, 2015, as amended.

Zin Lakh

As at As at As at As at
September 30, 2021 March 31, 2021 March 31, 2020 | March 31, 2019

(a) Loans & Advance in the nature of loans to Subsidiaries 0.23
(b) Loans & Advance in the nature of loans to Associates NIL

 

 

(c) Loans and Advances in the nature of loans to Firms/Companies in which NIL
directors are interested

(d) Investment by the loanee in the shares of the company, when the Company has
made a loan or advance in the nature of loan

 

 

 

 

 

378
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

Note - 37
Segment Reporting

A. General Information

(a) Factors used to identify the entity’s reportable segments, including the basis of organisation

Based on the criterion as mentioned in Ind-As-108-"Operating Segment", the Company has identified its reportable segments, as follows:
e Segment-1 Seed Extractions

e Segment-2, Vanaspati

¢ Segment-3, Oils

¢ Segment-4, Food Products

 Segment-5, Wind Power Generation

e Segment-6, Others

Unallocable - All the segments other than segments identified above are collectively included in this segment.

The Chief Operating Decision Maker (“CODM”) evaluates the Company’s performance and allocates resources based on an analysis of various performance indicators by operating segments. The CODM reviews revenue and gross profit as the performance
indicator for all of the operating segments.

The assets and liabilities that can not be allocated between segments are shown as unallocable assets and liabilities, respectively.

(b ) Following are reportable segments

Reportable segment Description

i Various types of seed extractions
\Vanaspati, Bakery fats and Table spread

Crude oils, Refined oils
Food Products ‘Textured Soya protein, Soya flour, Biscuits, Noodles, Breakfast Cereals, Wheat Flour and Honey
Wind Power Generation Electricity Generation from Wind Mills

 

 

(c ) Other Segment

Seeds, Coffee, Soap, Fresh Fruit Bunch, Seedling, Toiletry preparations, Castor seed and Nutraceuticals

By products related to each segment have been included under the respective segment.

 

Extraction is considered as the primary product resulting from the solvent extraction process and crude oil as the secondary product. While computing segment results, all costs related to solvent extraction process are charged to the extraction segment
and recovery on account of crude oil is credited to the said segment. Credit for recovery of crude oil is taken on the basis of average monthly market price.

 

 

 

 

 

 

 

 

 

 

 

 

 

B.1. Information about reportable segments for the period ended September 30, 2021 ®in Lakh

Seed Extractions Vanaspati Food Products Wind Turbine Unallocated Total

Power Generation

SEGMENT REVENUE
External Revenue 149,073.66 58,221.95 966,605.27 70,526.97 3,380.67 35,626.91 - 1,283,435.43
Less Intersegment Sales 106,853.34 - 49,743.14 - 719.90 - - 157,316.38
Total Segment Revenue 42,220.32 58,221.95 916,862.13 70,526.97 2,660.77 35,626.91 > 1,126,119.05
Segment Profit/ (Loss) before interest and taxes 6,544.39 2,347.10 41,784.08 4,321.39 1,588.99 6,928.04 - 63,513.99
Add: Unallocable Income net of Unallocable Expenses 1,827.54 1,827.54
Less: Finance cost 18,107.31 18,107.31
Less: Provision for Doubtful Debts/ Advances, Expected 1,325.72 1,325.72
credit loss, Write off (Net)
Profit before tax 45,908.50
‘Tax Expenses - Deferred Tax 12,127.98 12,127.98
Profit after tax 33,780.52

 

 

 

 

 

 

 

 

 

 

 

 

379
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Information
SEGMENT ASSETS 70,461.08 58,615.00 282,384.68 18,348.92 35,006.43 45,728.15 430,636.36 941,180.62
SEGMENT LIABILITIES 5,138.37 19.40 56,239.51 5,510.04 = 6,815.77 427,303.61 501,026.70
CAPITAL EXPENDITURE 382.06 39.77 1,010.00 452.85 : 24.02 198.87 2,107.57
DEPRECIATION / AMORTISATION 1,711.46 666.19 2,547.06 311.90 932.73 304.97 163.83 6,638.14
NON CASH EXPENSES < mi = < s 7 1,325.72 1,325.72
B.2. Information about reportable segments- Financial Year 2020-21 Zin Lakh
Seed Extractions Vanaspa' Food Products Wind Turbine Unallocated Total
Power Generation

SEGMENT REVENUE

External Revenue 289,386.45 84,583.82 1,450,536.44 49,831.04 4,748.93 14,220.82 = 1,893,307.50
Less Interseqment Sales 188,757.57 - 71,476.57 - 1,210.06 : - 261,444.20
Total Segment Revenue 100,628.88 84,583.82 1,379,059.87 49,831.04 3,538.87 14,220.82 a 1,631,863.30
Segment Profit/ (Loss) before interest and taxes 12,441.31 1,810.44 64,805.28 4,695.76 1,062.14 173.93 - 84,988.86
Add: Unallocable Income net of Unallocable Expenses 3,689.95 3,689.95,
Less: Finance cost 37,071.87 37,071.87
Less: Provision for Doubtful Debts/ Advances, Expected 166.92 166.92
credit loss, Write off (Net)

Profit before tax 51,440.02
‘Tax Expenses - Deferred Tax (Credit) (16,637.16) (16,637.16)
Profit after tax 68,077.18
Other Information
SEGMENT ASSETS 76,286.56 15,142.03 260,622.59 15,871.57 34,402.85 55,726.85 442,829.53 900,881.98
SEGMENT LIABILITIES 6,316.06 14.87 45,396.50 202.33 : 9,316.71 433,394.23 494,640.70
CAPITAL EXPENDITURE 448.42 57.63 858.47 118.89 178.10 261.06 2 1,922.57
DEPRECIATION / AMORTISATION 3,436.03 1,558.17 5,013.68 486.06 1,868.34 601.18 361.63 13,325.09
NON CASH EXPENSES : = 2 : = : 166.92 166.92
B.3. Information about reportable segments-Financial Year 2019-2020 in Lakh
Seed Extractions Vanaspa' Food Products Wind Turbine Unallocated Total
Power Generation

SEGMENT REVENUE

External Revenue 267,182.62 69,366.51 1,119,168.53 54,443.65 5,789.59 15,759.17 = 1,531,710.07
Less Interseqment Sales 162,217.43 - 56,256.88 - 1,456.95 : - 219,931.26
Total Segment Revenue 104,965.19 69,366.51 1,062,911.65 54,443.65 4,332.64 15,759.17 = 1,311,778.81
Segment Profit / (Loss) before interest and taxes 6,741.65 597.32 20,070.13 1,965.96 3,785.17 (1,421.09) - 31,739.14
Add: Unallocable Income net of Unallocable Expenses 2,714.03 2,714.03
Less: Finance cost 11,231.48 11,231.48
Less: Provision for Doubtful Debts/ Advances, Expected 2,183.31 2,183.31
credit loss, Write off (Net)

Profit before exceptional items and tax expenses 21,038.38
Exceptional Items (Net) [Refer Note 30] 749,023.01 749,023.01
Profit before tax 770,061.39
‘Tax Expenses - Income Tax for earlier years (1,400.00) (1,400.00)
written Back

Profit after tax 771,461.39

 

 

 

 

 

 

 

 

 

 

 

 

380
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Annexure - VI

Notes to the Restated Standalone Financial Information

 

Other Information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SEGMENT ASSETS 75,105.77 13,517.07 194,050.54 11,853.29 36,249.43 20,024.90 435,960.13 786,761.13
SEGMENT LIABILITIES 3,119.42 37.45 10,235.53 123.96 53.53, 5,905.20 430,195.89 449,670.98
CAPITAL EXPENDITURE 329.88 31.37, 421.68 3.09 = 313.18 = 1,099.20
DEPRECIATION / AMORTISATION/ IMPAIRMENT. 3,473.71 1,200.57 5,372.21 616.63 1,866.81 609.73 437.70 13,577.36
NON CASH EXPENSES 7 2,183.31 2,183.31
B.4. Information about reportable segments-Financial Year 2018-2019 % in Lakh

 

Seed Extractions Vanaspati Food Products id Turbine Unallocated Total
Power Generation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the period ended
September 30, 2021
1,113,848.46
12,270.59

For the year ended
March 31, 2021
1,591,364.86
40,498.44

For the year ended

March 31, 2020
1,287,641.97
24,136.84

For the year ended

March 31, 2019
1,226,550.67
46,372.64

 

 

 

 

 

1,126,119.05

 

1,631,863.30

1,311,778.81

1,272,923.31

in Lakh

For the period ended For the year ended For the year ended | For the year ended
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019

503,099.70 502,840.86 514,348.32 529,788.37

*Non-current assets other than financial assets, deferred tax asset and income tax.

II Non-Current Assets*

 

Note :-

SEGMENT REVENUE
External Revenue 286,240.87 77,693.24 1,075,050.90 51,099.14 5,877.59 3) a 1,508,983.83
Less Interseqment Sales 166,573.48 68,167.41 1,319.64 : 236,060.52
Total Segment Revenue 119,667.39 77, 693.24 1,006,883.49 51,099.14 4,557.95 73,022.09 = 1,272,923.31
Segment Profit / (Loss) before interest and taxes 635.28 228.31 9,933.35 1,710.83 2,726.75 (6,778.18) - 8,456.34
|Add: Unallocable Income net of Unallocable Expenses 1,254.99 1,254.99
Less: Finance cost 699.07 699.07
Less: Provision for Doubtful Debts/ Advances, Expected 1,340.25 1,340.25
credit loss, Write off (Net)
Profit before exceptional items and tax expenses 7,672.01
Exceptional Items (Net) [Refer Note 30] (4,259.12) (4,259.12)|
Profit before tax 3,412.89
Profit after tax 3,412.89
Other Information
SEGMENT ASSETS 64,195.43 18,376.35 190,146.51 12,368.80 37,801.52 26,204.18 440,334.41 789,427.20
SEGMENT LIABILITIES 7,388.88 13.24 262,195.85 261.49 138.53 48,896.21 922,612.15 1,241,506.35
CAPITAL EXPENDITURE 446.16 5.36 330.79 79.81, 108.86 = 970.98
DEPRECIATION / AMORTISATION/ IMPAIRMENT 3,523.42 1,119.90 5,709.10 539.99 1,866.71 598.15 467.17 13,824.44
NON CASH EXPENSES a 1,340.25 1,340.25
% in Lakh

The Company has reorganised its internal segment effective April 01, 2021 and accordingly “Wheat Flour”, “Honey” which was earlier included under “Other” segment is now being shown under “Food Products” segment. The comparative figures for earlier

years have been accordingly restated.

381
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Notes to the Restated Standalone Financial Information

 

 

 

 

 

 

 

Unabsorbed Depreciation as at September 30, 2021:- %in Lakh
2016-2017 4,110.21
2017-2018 473.90
Total 4,584.11
Note:

As at September 30, 2021, the deferred tax assets mainly consist of on account of unabsorbed depreciation. Based on future business projections, the Company is reasonably certain it would be
able to generate adequate taxable income to ensure utilization of unabsorbed depreciation.

383
Ruchi Soya Industries Limited
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Notes to the Restated Standalone Financial Information

Note - 38
Deferred Tax

Tax expense/(credit) recognized in the Statement of Profit and Loss

The major components of income tax expenses Amounts recognised in statement
profit and loss for the period/year ended September 30, 2021, March 31, 2021,
March 31, 2020 and March 31, 2019 are:

For the period ended
September 30, 2021

Zin Lakh

For the year ended For the year ended For the year ended
March 31, 2021 March 31, 2020 March 31, 2019

 

Current income tax

 

Deferred income tax charge / (credit) in Profit & Loss

12,127.98

(16,637.16)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax expense / (credit) for the period/year 12,127.98 (16,637.16) - -
The income tax expenses for the period/year can be reconciled to the accounting profit as follows: % in Lakh
per Sereen's-t0nn_ | “Marcr'sa-z0si | “archi soso" | “marchst,2039 |
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019
Profit before tax 45,908.50 51,440.02 770,061.39 3,412.89
Applicable Tax Rate 25.17% 25.17% 25.17% 34.94%
Computed Tax Expense 11,554.25 12,946.42 193,809.05 1,192.60
Tax effect of :
Expenses disallowed 3,099.12 5,314.69 6,428.94 59,944.57
Depreciation 1,670.69 3,353.66 3,417.15 4,830.81
Provision for Doubtful Debts & advances 333.66 42.01 549.50 -
Interest payable to Banks - : : 52,986.32
Others: 1,094.77 1,919.02 2,462.29 2,127.44
Additional allowances 14,653.37 18,261.11 200,237.99 61,137.17
Depreciation as per Income Tax 904.29 1,884.62 1,993.67 3,160.75
‘Term loan principal & interest payable written back = : 26,198.27 :
Unrecognised interest payable to Banks - : : 54,796.71
Write off of Bad debts and advances - - 144,305.74 -
Others. 410.19 734.91 1,087.85 1,045.22
Business losses setoff 13,338.89 15,641.58 26,652.46 2,134.49
Current Tax = = = =
Current Tax Provision (A) < : :
Deferred tax asset/liability recognised in Profit & Loss 12,127.98 (16,637.16) - -
Deferred tax charged/ (Credit) (B) 12,127.98 (16,637.16) - -
Tax Expenses Charge/(Credit) in Statement of Profit and Loss (A+B) 12,127.98 (16,637.16) - :
Deferred tax assets arising on account of deductible temporary differences, unused tax losses:- 2 in Lakh

Significant components of Deferred tax (assets) & liabilities

Opening Balance as at
April 1, 2021

Charged/(Credited) to
statement of Profit &
Loss

Charged/ (Credited)
to statement of Other
Comprehensive

Closing Balance as at
September 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred Tax Liabilities (32,834.66) (842.58) + (31,992.08)
Property, plant and equipment and intangible assets (32,531.01) (823.56) = (31,707.45)
Other timing differences (303.65) (19.02) - (284.63)
Deferred Tax Assets 49,471.82 12,970.56 (10.91) 36,512.16
Provision for doubtful debts & advances 34,639.17 (333.66) : 34,972.83
Brought forward losses 7,333.44 7,333.44 - -
Unabsorbed Depreciation 7,159.18 6,005.45 : 1,153.73
Other timing differences 340.03 (34.67) (10.91) 385.61
Net Deferred tax Asset 16,637.16 12,127.98 (10.91) 4,520.08
Deferred tax assets arising on account of deductible temporary differences, unused tax losses:- % in Lakh

Significant components of Deferred tax (assets) & liabilities

Opening Balance as at
April 1, 2020

Charged/(Credited) to
statement of Profit &
Loss

Charged/ (Credited)
to statement of Other
Comprehensive

Closing Balance as at
March 31, 2021

 

Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred Tax Liabilities : 32,834.66 - (32,834.66)
Property, plant and equipment and intangible assets : 32,531.01 - (32,531.01)
Other timing differences - 303.65 : (303.65)
Deferred Tax Assets - (49,471.82) - 49,471.82
Provision for doubtful debts & advances : (34,639.17) : 34,639.17
Brought forward losses - (7,333.44) s 7,333.44
Unabsorbed Depreciation - (7,159.18) - 7,159.18
Other timing differences = (340.03) 340.03
Net Deferred tax Asset - (16,637.16) - 16,637.16
Deferred tax assets arising on account of deductible temporary differences, unused tax losses:-

% in Lakh

For the period ended For the year ended For the year ended For the year ended
September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Deferred Tax Liabilities (31,992.08) (32,834.66) (35,112.59) (51,224.77)
Property, plant and equipment and intangible assets (31,707.45) (32,531.01) (34,771.01) (51,224.77)
Other timing differences (284.63) (303.65) (341.58) -
Deferred Tax Assets 36,512.16 49,471.82 61,062.39 318,936.86
Provision for doubtful debts & advances 34,972.83 34,639.17 34,597.17 246,305.22
Brought forward losses - 7,333.44 18,675.33 58,249.03
Unabsorbed Depreciation 1,153.73 7,159.18 7,378.12 13,877.71
Other timing differences 385.61 340.03 411.77 504.90
Net Deferred tax Asset 4,520.08 16,637.16 25,949.80 267,712.09

 

 

 

 

382
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

Note - 39
Related party relationships, transactions and balances
As per Ind AS-24, the disclosure of transactions with related parties are given below :

(a) List of related parties and relationship:

(i) Enterprises exercising control #
Patanjali Ayurved Limited
Divya Yog Mandir Trust (Upto March 30, 2021)
Patanjali Parivahan Private Limited
Patanjali Gramudyog Nayas
Yogakshem Sansthan (with effect from March 31, 2021)

(ii) Subsidiaries including Stepdown subsidiaries # #
Ruchi Worldwide Ltd.
Mrig Trading Private Limited
RSIL Holdings Private Limited
Ruchi Industries Pte. Limited, Singapore
Ruchi Ethiopia Holdings Limited, Dubai
Ruchi Agri Plantation (Combodia) Pte. Limited
Ruchi Agri Trading Pte. Limited, Singapore
Ruchi Agri SARLU (Madagascar)
Ruchi Agri PLC (Ethiopia)
Palmolein Industries Pte. Ltd. Cambodia
Ruchi Middle East DMCC (Dubai)

(iii) Associates
GHI Energy Private Limited (Upto May 12, 2019)
Ruchi Hi-Rich Seeds Private Limited # #

(iv) Joint Venture
Ruchi J Oil Private Limited [under liquidation w.e.f. August 21, 2018]

(v) Key managerial persons
Shri Acharya Balkrishna #
Shri Ram Bharat #
Shri Sanjeev Kumar Asthana (with effect from August 19, 2020)
Shri Anil Singhal (Upto November 10, 2020)
Shri Ramji Lal Gupta
Shri Vijay Kumar Jain ###
Shri Dinesh Chandra Shahra # # # (Erstwhile promoter director)
Shri Sanjay Kumar (With effect from March 30, 2021)
Shri Kumar Rajesh
Shri Sanjeev Kumar Khanna

(vi) Relative of key managerial persons
Shri Kailashchandra Shahra # # #
Shri Sarvesh Shahra # # #

(vii) Relative of key managerial persons & a Director
Shri Ramdev #

(viii) | Enterprises over which Key Managerial Personnel and their relatives are able to exercise significant influence
Patanjali Natural Biscuits Private Limited #
Patanjali Agro India Private Limited #

Parakram Security India Private Limited #
Atri Papers Private Limited #

Sanskar Info TV Private Limited #

Vedic Broadcasting Limited #

Patanjali Peya Private Limited

Swasth Aahar Private Limited

Mohan Fabtech Private Limited

Bharuwa Solutions Private Limited

Fit India Organic Private Limited

Divya Yog Mandir Trust

Patanjali Food & Herbal Park Noida Private Limited
Aarogya Flour Mill

Divya Packmaf Private Limited

Shahra Brothers Private Limited # # #

Disha Foundation Trust # # # ei
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

(i)

Suresh Shahra HUF # # #

Santosh Shahra HUF # # #

High Tech Realties Private Limited # # #
Mahakosh Family Trust # # #

Mahadeo Shahra & Sons # # #
Mahakosh Holding Private Limited # # #

Other
Ruchi Soya Industries Limited Beneficiary Trust
Indian Oil Ruchi Biofuels LLP (upto January 25, 2019)

# With effect from December 18, 2019
# # Upto March 28, 2020

# # # Upto December 17, 2019

#### with effect from August 13, 2020

As per Ind AS-24, the disclosure of transactions and Balances with related parties are given below :
For the period

ended
September 30, 2021

in Lakh

2018-19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1|Revenue from Operations
(a) Sales of Product
Patanjali Ayurved Limited 58,119.28 72,493.09 5,739.04 :
Patanjali Natural Biscuits Private Limited 656.14 2,648.02 74.05 :
Patanjali Agro India Private Limited 9,294.79 343.64 : -
Fit India Organic Private Limited 85.93 - - -
Swasth Aahar Private Limited 39.45 * 7 >
(b) Income from Plant usage
Patanjali Ayurved Limited 7,500.00 15,026.43 3,125.00 -
(c) Net Gain of Contract Settlement
Patanjali Agro India Private Limited 3,864.96 - - -
2|Service Charges Received/Receivable
Ruchi J Oil Private Limited - = 1.80 4.83
3|Payment to Key Managerial Personnel /Remuneration *
Shri Anil Singhal : 53.09 97.94 92.01
Shri Ramji Lal Gupta 31.74 70.72 59.54 70.18
Shri Vijay Kumar Jain : - 32.04 58.04
Shri Sanjeev Kumar Asthana 105.76 130.78 : :
Shri Sanjay Kumar 13.33 0.14 - -
Shri Kumar Rajesh 27.77 52.18 : -
Shri Sanjeev Kumar Khanna 27.44 52.01 - -
Shri Ram Bharat [Current Period = 0.00 (Previous year March - - - -
2021, % 1.00, March 2020, 0.00 and March 2019, % 0.00 )]
4|Purchase of Goods & Packing Material
Patanjali Ayurved Limited 8,001.30 5,268.46 127.41 -
Patanjali Agro India Private Limited 1,330.42 67,177.39 288.77 -
Atri Papers Private Limited 1,332.14 926.32 - -
Swasth Aahar Private Limited 1,878.91 142.60 - -
Patanjali Peya Private Limited - 1.98 : :
Aarogya Flour Mill 820.08 - - -
Patanjali Food & Herbal Park Noida Private Limited 34.21 = : :
Divya Packmaf Private Limited 55.77 = : -
5|Consultancy Charges
Bharuwa Solutions Private Limited 16.20 47.20 = a
6|Freight & Forwarding
Patanjali Parivahan Private Limited 8,397.25 7,523.22 296.35 -
7|Advertisement & Sales promotion:
Vedic Broadcasting Limited 125.42 240.99 40.09 =
Sanskar Info TV Private Limited 74.98 179.95 30.00 :
Patanjali Agro India Private Limited 7.52 : 7 =
8]Repair & maintenance Expenses
Mohan Fabtech Private Limited 40.52 39.86 : :

 

 

 

 

 

 

 

 

 
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

 

©

Other Expenses(Security/Manufacturing Charges)

 

Parakram Security India Private Limited

2,455.37

3,640.59

869.67

 

Patanjali Natural Biscuits Private Limited

101.34

 

 

10

Other Expenses(Royalty)

 

Patanjali Ayurved Limited

267.19

1,149.27

 

 

11

Rent Expenses

 

Vedic Broadcasting Limited

 

Shri Dinesh Chandra Shahra

0.08

 

Shahra Brothers Private Limited

2.77

3.16

 

Disha Foundation Trust

20.78

 

Suresh Shahra HUF

5.40

9.64

 

Santosh Shahra HUF

2.43

4.12

 

Mahakosh Family Trust

7.97

 

 

12

Interest Expenses

 

Patanjali Ayurved Limited (Debenture )

2,030.55

4,030.63

1,173.34

 

 

13

Reimbursement of Expenses

 

Shri Anil Singhal

3.00

15.34

 

Shri Ramji Lal Gupta

1.50

0.51

4.12

 

Shri Sanjay Kumar

1.50

Shri Vijay Kumar Jain : = 21.16 a
Shri Sanjeev Kumar Asthana 0.62 0.15 : =

 

Shri Sanjeev Kumar Khanna

2.44

 

Shri Kumar Rajesh

1.81

 

Shahra Brothers Private Limited

 

Patanjali Ayurved Limited

102.66

 

 

14

Purchase of Capital Assets(CWIP)

 

Patanjali Ayurved Limited

56.34

94.51

317.70

 

 

15

Contract Manufacturing Rights(Breakfast Business)

 

Patanjali Ayurved Limited

350.00

 

 

16

Business Purchase As Per BTA [Refer Note no. 45(iii)]

 

Patanjali Natural Biscuits Private Limited

6,002.50

 

 

17

Director Remuneration Payable:

 

Shri Ram Bharat [Current Period = 1.00 (Previous year March
2021, 1.00, March 2020, 0.00 and March 2019, % 0.00 )]

 

 

18

Sitting Fees Payable

 

Shri Kailashchandra Shahra

0.15

 

 

19

Impairment in Value of Investment

 

Indian Oil Ruchi Biofuels LLP

1.53

 

 

20

Provision for Doubtful Debts & Advances

 

High Tech Realties Private Limited

750.00

 

 

21

‘Trade Receivables

 

Patanjali Ayurved Limited

16,023.66

19,532.25

13,369.12

 

Patanjali Natural Biscuits Private Limited

1.46

 

Patanjali Agro India Private Limited

7,701.48

 

Mahakosh Family Trust

 

Fit India Organic Private Limited

20.12

 

Divya Yog Mandir Trust

0.08

 

22

Loans and Advances Receivable

 

Shri Ramji Lal Gupta

 

Shri Anil Singhal

 

Ruchi Soya Industries Limited Beneficiary Trust

 

Mrig Trading Private Limited

 

Mahakosh Family Trust

 

Patanjali Agro India Private Limited

6,975.83

1,981.36

2,806.32

 

Parakram Security India Private Limited

7.40

65.77

 

Patanjali Peya Private Limited

0.97

0.97

 

Mohan Fabtech Private Limited

57.99

72.63

 

Bharuwa Solutions Private Limited

0.36

 

 

 

Shri Sanjeev Kumar Asthana

 

«0.38

 

0.15

 

 

 

 
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

 

Shri Kumar Rajesh

0.03

 

Shri Sanjeev Kumar Khanna

0.57

 

 

23

Security Deposit Receivable

 

Disha Foundation Trust

1,350.00

 

Mahakosh Family Trust

15.00

 

 

24

Investment in Subsidiary, Associate and Joint Venture

 

Ruchi J Oil Private Limited

154.26

 

RSIL Holdings Private Limited

348.10

 

Mrig Trading Private Limited

1.00

 

GHI Energy Private Limited

819.24

 

 

25

Money Received on Capital Reduction

 

Ruchi J Oil Private Limited

1,632.00

 

 

26

Loans from Related Party

 

Patanjali Ayurved Limited (Preference Share )

17,006.55

16,213.52

14,740.53

 

Patanjali Ayurved Limited (Debenture )

45,000.00

45,000.00

45,000.00

 

 

27

Security Deposit Received

 

Patanjali Parivahan Private Limited

5.00

5.00

 

 

28

Trade Payables

 

Vedic Broadcasting Limited

26.70

26.21

23.19

Patanjali Parivahan Private Limited 909.21 349.93 362.29 =

 

Atri Papers Private Limited

349.43

129.69

19.18

 

Patanjali Ayurved Limited

716.11

63.31

 

Parakram Security India Private Limited

50.42

 

Sanskar Info TV Private Limited

17.47

 

Bharuwa Solutions Private Limited

10.94

 

Swasth Aahar Private Limited

 

Aarogya Flour Mill

 

Patanjali Natural Biscuits Private Limited

 

Divya Packmaf Private Limited

 

Disha Foundation Trust

95.08

 

Suresh Shahra HUF

4.33

 

Ruchi Worldwide Ltd.

37,010.36

 

Ruchi Agritrading Pte. Limited

18,959.98

 

Ruchi J Oil Private Limited

26.30

 

Shahra Brothers Private Limited

2.31

 

Mahadeo Shahra & Sons
Mahakosh Holding Private Limited

0.15
1.61

 

Santosh Shahra HUF

1.15

 

 

29

Retention Money Payable

 

Patanjali Parivahan Private Limited

22.30

 

Bharuwa Solutions Private Limited

0.36

 

 

30

Other Financial Liabilities

 

Shri Anil Singhal

11.34

 

Patanjali Ayurved Limited (Preference Share )

26,092.04

27,372.51

29,926.43

 

Patanjali Ayurved Limited (Interest on Debenture )

6,612.11

4,784.62

1,173.34

 

Shri Dinesh Chandra Shahra

13.34

 

Shri Vijay Kumar Jain

10.55

 

Shri Kailashchandra Shahra

3.50

 

Shri Sarvesh Shahra

5.08

 

 

31

Customer Advance

 

Patanjali Natural Biscuits Private Limited

 

Swasth Aahar Private Limited

 

 

32

Guarantees Given

 

Ruchi Worldwide Ltd.

61,065.73

 

GHI Energy Private Limited

9,600.00

 

 

 

 

 

 

 

 

* Does not include the provision made for gratuity and compensated absences, as they are determined on an actuarial basis for all the employees together.

Note:

Since Resolution Professional was appointed pursuant to NCLT order dated December 15, 2017 under IBC, he is not consider as related party.

387

 
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

Note - 40
Earnings per share (EPS)

Particulars CC“‘CSC*dSSeeptember 30,2021 [| March 31,2021 | March 31,2020 | March 31, 2019 |
Net Profit after tax (2 in Lakh) 33,780.52 68,077.18 771,461.39 3,412.89
Profit attributable to equity holders for basic earnings (% in Lakh) 33,780.52 68,077.18 771,461.39 3,412.89
Profit/(Loss) attributable to equity holders After Exceptional Items 33,780.52 68,077.18 771,461.39 3,412.89
(% in Lakh)

 

 

‘Weighted average number of shares for Basic EPS and Diluted EPS 295,764,706 295,764,706 87,977,821 3,264,706
(Nos) [Net of treasury shares]

Basic earnings per share ( in %)
Diluted earnings per share ( in %)

 

 

 

 

 

 

* Not annualised.

Note: The number of equity shares outstanding decreased as a result of capital reduction in accordance with approved resolution plan, therefore the calculation of basic and
diluted earnings per share for March 31, 2019 presented above is adjusted retrospectively in accordance with Ind AS 33 on " Earning Per Share".

388
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

Note - 41

Financial instruments — Fair values

A. Accounting classification and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy.

%in Lakh

 

eying anon airvae
[September 30,2021 [Notes] FVTPL_| FVTOCI [Total Fair Value] Amortised Cost] Total | Level | Level? [Level3| Total_|
Non Current assets
Financial assets

(i) Investments 5(a) - | 2,079.77 2,079.77 154.29 2,234.06 | 2,079.77 ‘ - | 2,079.77
(iii) Others 5(b) - - “ 4,653.95 4,653.95 “ e - -
Current assets
Financial assets

 

(i) Investments 8(a) 223.19 - 223.19 1,014.75 1,237.94 - 223.19 “ 223.19
(ii) Trade receivables 8(b) - - - 64,101.30 64,101.30 - - - -
(iii) Cash and cash equivalents 8(c) - - - 3,209.90 3,209.90 - - - -
(iv) Bank Balance other than above 8(d) - - - 34,921.28 34,921.28 - - - -
(v) Loans 8(e) - - - 86.68 86.68 - - - -
(vi) Others 8(f) - - “ 1,252.29 1,252.29 7 - “ “
Total 223.19 | 2,079.77 2,302.96 109,394.44 | __ 111,697.40 | 2,079.77 | __223.19 ~ | 2,302.96

 

 

 

Non Current liabilities
Financial liabilities

(i) Borrowings 13(a) 2 - - 278,363.61 | 278,363.61 a 7 7
(ii) Lease liabilities 13(b) - - - 1.27 1.27
(iii) Other financial liabilities 13(c) - - - 32,704.16 32,704.16 - - - -

Current liabilities
Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

(i) Borrowings 16(a) - - - 85,833.31 85,833.31 - - - -
(ii) Lease liabilities 16(b) - - - 0.55 0.55 - - - -
(iii) Trade payables 16(c) - - - 65,091.54 65,091.54 - - - -
(iv) Other financial liabilities 16(d) - - - 25,485.48 25,485.48 - - - -

Total = - - 487,479.92 | 487,479.92 - - - -

 

 

389
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

%in Lakh
ayn amount airvate
[Gi March 34,2021 [Notes] _FVTPL_] FVTOCT [Total Fair Value] Amortised Cost] Total | Level | tevel2 [Level 3] Total
Non Current assets
Financial assets
(i) Investments 5(a) - 1,708.77 1,708.77 154.29 1,863.06 | 1,708.77 - - | 1,708.77
(iii) Others 5(b) - - - 4,535.74 4,535.74 - - - -
Current assets
Financial assets

 

(i) Investments 8(a) 225.79 - 225.79 950.32 1,176.11 “ 225.79 “ 225.79
(ii) Trade receivables 8(b) - - - 43,842.23 43,842.23 - - - -
(iii) Cash and cash equivalents 8(c) - - - 4,627.05 4,627.05 - - - -
(iv) Bank Balance other than above 8(d) - - - 34,042.15 34,042.15 - - - -
(v) Loans 8(e) - - - 26.37 26.37 - - - -
(vi) Others 8(f) - - 7 1,010.89 1,010.89 - : - -
Total 225.79 | 1,708.77 1,934.56 89,189.04 91,123.60 | 1,708.77 | _225.79 -_ [1,934.56

 

 

 

Non Current liabilities
Financial liabilities

 

(i) Borrowings 13(a) - - - 287,984.80 | 287,984.80 7 “ “ “
(ii) Lease liabilities 13(b) - - - 1.56 1.56 - - - -
(iii) Other financial liabilities 13(c) - - - 32,157.12 32,157.12 - - - -

Current liabilities
Financial liabilities

 

(i) Borrowings 16(a) - - - 78,007.17 78,007.17 - - - -
(ii) Lease liabilities 16(b) - - - 0.50 0.50 - - - -
(iii) Trade payables 16(c) - - - 65,660.18 65,660.18 - - - -
(iv) Other financial liabilities 16(d) : : : 23,124.58 23,124.58 : : : :

 

 

 

 

 

 

 

 

 

 

 

Total = = = 486,935.91 486,935.91 = - = -

 

 

 

390
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

%in Lakh
ing amount

 

PO arryingamount TE Faairvalue
(iii) March 31,2020 [Notes] FvTPL_| FvTOCI [Total Fair Value] Amortised Cost] Total__|_ Level 1_[ Level 2 [Level 3] Total __|
Non Current assets
Financial assets

(i) Investments 5(a) “ 583.33 583.33 154.30 737.63 583.33 - : 583.33
(iii) Others 5(b) - - - 5,120.55 5,120.55 - - - -
Current assets
Financial assets

 

(i) Investments 8(a) 447.11 - 447.11 833.92 1,281.03 92.56 354.55 - 447.11
(ii) Trade receivables 8(b) - - - 27,399.28 27,399.28 - - - -
(iii) Cash and cash equivalents 8(c) - - - 15,379.99 15,379.99 - - - -
(iv) Bank Balance other than above 8(d) - - - 30,146.21 30,146.21 - - - -
(v) Loans 8(e) - - - 92.38 92.38 - - - -
(vi) Other 8(f) - : : 373.60 373.60 “ - - “
Total 447.11 583.33 1,030.44 79,500.23 80,530.67 675.89 354.55 : 1,030.44

 

 

 

 

 

Non Current liabilities
Financial liabilities

(i) Borrowings 13(a) 2 - - 295,383.32 | 295,383.32 a 7 -
(ii) Lease liabilities 13(b) - - - 2.07 2.07
(iii) Other financial liabilities 13(c) - - - 31,099.77 31,099.77 - - - -

Current liabilities
Financial liabilities

(i) Borrowings 16(a) . 7 66,029.93 66,029.93 “ - - “
(ii) Lease liabilities 16(b) - - - 38.05 38.05 - - - -
(iii) Trade payables 16(c) - - - 16,489.49 16,489.49 - - - -
(iv) Other financial liabilities 16(d) - : = 28,088.28 28,088.28 “ - - “

 

 

 

 

 

 

 

 

 

 

 

 

 

Total = S. = 437,130.91 437,130.91 = = = =

 

 

 

391
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

 

 

 

%in Lakh

PO arryingamount Fairvalue
(iv) March 31,2019 sNottes] FvTPL | FVTOCI [Total FairValue]Amortised Cost] Total [| Level1 | Level2 [Level 3] Total__|
Non Current assets
Financial assets
(i) Investments 5(a) - 946.10 946.10 504.45 1,450.55 946.10 - - 946.10
(iii) Others 5(b) - - - 4,943.54 4,943.54 - - - -
Current assets
Financial assets
(i) Investments 8(a) 939.74 - 939.74 739.61 1,679.35 120.50 819.24 - 120.50
(ii) Trade receivables 8(b) . 7 26,223.61 26,223.61 “ - - “
(iii) Cash and cash equivalents 8(c) - - - 15,802.32 15,802.32 - - - -
(iv) Bank Balance other than above 8(d) - - - 27,201.25 27,201.25 - - - -
(v) Loans 8(e) - - - 106.75 106.75 - - - -
(vi) Other 8(f) 124.03 < 124.03 245.92 369.95 : 124.03 : 124.03

Total 1,063.77 946.10 2,009.87 75,767.45 77,777.32 |_1,066.60 943.27 - | 1,190.63

 

 

 

Non Current liabilities
Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(i) Borrowings 13(a) - - - 1,607.27 1,607.27 - - - -

(ii) Lease liabilities 13(b) - - - - -

(iii) Other financial liabilities 13(c) - - - - - - - - -

Current liabilities

Financial liabilities

(i) Borrowings 16(a) - - - 785,456.93 785,456.93 - - - -

(ii) Lease liabilities 16(b) - - - - - - - - -

(iii) Trade payables 16(c) - - - 222,860.15 222,860.15 - - - -

(iv) Other financial liabilities 16(d) = = = 219,559.53 219,559.53 - - : :
Total = ~ = 1,229,483.88 | 1,229,483.88 - - “ -

 

 

392
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

B. Fair Valuation Techniques used to determine Fair Value

The Company maintains procedures to value financial assets or financial liabilities using the best and most relevant data available. The fair values of the financial assets and liabilities are
included at the amount 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 following methods and assumptions were used to estimate the fair values:

(i) Fair value of trade receivable, cash and cash equivalents, other bank balances, current borrowings, trade payables, other current financial assets and other current financial liabilities
are approximate at their carrying amounts largely due to the short-term maturities of these instruments.

(ii) The fair values of non-current borrowings are approximate at their carrying amount due to interest bearing features of these instruments.

(iii) The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant
observable inputs and minimising the use of unobservable inputs.

(iv) Fair values of quoted financial instruments are derived from quoted market prices in active markets.

(v) Fair value of forward contract are derived on the basis of mark-to-market as provided by the respective bank.

(vi) Fair value of open purchase and sale contracts is based on commodity prices listed on NCDEX stock exchange and prices available on Solvent Extractor's association (SEA) along with
quotations from brokers and adjustments made for grade and location of commodity and in case of Commodity futures it is based on commodity prices listed on MCX/ NCDX/ACE stock
exchange.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows :

Level 1 : Quoted prices / published NAV (unadjusted) in active markets for identical assets or liabilities. It includes fair value of financial instruments traded in active markets and are
based on quoted market prices at the balance sheet date and financial instruments like mutual funds for which net assets value (NAV) is published by mutual fund operators at the
balance sheet date.

Level 2 : Inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
It includes fair value of the financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of
observable market data where it is available and rely as little as possible on the Company specific estimates. If all significant inputs required to fair value an instrument are observable
then instrument is included in level 2.

Level 3 : Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). If one or more of the significant inputs is not based on observable
market data, the instrument is included in level 3.

393
Ruchi Soya Industries Limited

Annexure - VI

Notes to the Restated Standalone Financial Information

Note - 42
Financial risk management
The Company has exposure to the following risks arising from financial instruments:
(i) Market risk
(a) Currency risk;
(b) Interest rate risk;
(c) Commodity Risk;
(d) Equity Risk;
(ii) Credit risk ; and
(iii) Liquidity risk ;

Risk management framework
The Company's activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Company's primary risk management focus is to minimize potential

adverse effects of risks on its financial performance. The Company’s risk management assessment policies and processes are established to identify and analyse the risks faced by the
Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management of these policies and processes are reviewed

regularly to reflect changes in market conditions and the Company's activities. The Board of Directors and the Audit Committee are responsible for overseeing these policies and processes.

(i) Market risk

Market risk is the risk of changes in the market prices on account of foreign exchange rates, interest rates and Commodity prices, which shall affect the Company's income or the value of its
holdings of its financial instruments . The objective of market risk management is to manage and control market risk exposure within acceptable parameters, while optimising the returns.

(a) Currency risk

The fluctuation in foreign currency exchange rates may have potential impact on the profit and loss account, where any transaction has more than one currency or where assets/liabilities are

denominated in a currency other than the functional currency of the entity.

Considering the countries and economic environment in which the Company operates, its operations are subject to risks arising from fluctuations in exchange rates in those countries. The risks
primarily relate to fluctuations in U.S. dollar and Euro, against the respective functional currencies ( INR) of Ruchi Soya Industries Limited.

The Company, as per its risk management policy, uses foreign exchange and other derivative instruments primarily to hedge foreign exchange and interest rate exposure. The Company does

not use derivative financial instruments for trading or speculative purposes.
Exposure to currency risk

The summary quantitative data about the Company's exposure to currency risk as reported by the management of the Company is as follows:

 
 
   
 

  

Receivable net exposure

 
 

September 30, 2021
EUR Exposure in t| USD Exposure in =| AUD Exposure in = |EUR Exposure in | USD Exposure in | AUD Exposure in =

 
 

   
  
  
 
 

March 31, 2021

in Lakh

 

 

 

 

 

 

 

 

 

 

 

   

  

 

  

 

  

 

 

 

 

 

 
 
 

  
     

 

   

 

 

 

 

 

 

 

 

 

 
 
   

  

 

   

 

 

 

 

 

 

 

 

 

 

Trade receivables* 2,059.22 9.84 5,212.07

Net statement of financial position exposure 2,059.22 9.84 5,212.07

Forward exchange contracts against exports 66.25 1,495.08 : 4,657.14

Receivable net exposure 358.97 564.14 9.84 462.50 554.93,

Payable net exposure

‘Trade payables and other financial liabilities - 47,381.66 - - 40,121.36 -

Advance from Customers : 66.15 : - 164.86 -

Statement of financial position exposure : 47,447.81 : : 40,286.22 :

Forward exchange contracts against imports and foreign

currency payables : 47,381.66 : 5 40,121.36

Payable net exposure - 66.15 : : 164.86 =

‘Total net exposure on Receivables /(Payables) 358.97 497.99 9.84 462.50 390.07 10.07
in Lakh

 

Receivable net exposure

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables* 591.82 2,483.31 4.44 3,770.12 129,287.50 7.66
Net statement of financial position exposure 591.82 2,483.31 4.44 3,770.12 129,287.50 7.66
Forward exchange contracts against exports = : : : : :
Receivable net exposure 591.82 2,483.31 4.44 3,770.12 129,287.50 7.66
Payable net exposure

Borrowings - - - - 27,731.67 -
‘Trade payables and other financial liabilities : 3,028.90 : : 250,929.95 :
Statement of financial position exposure : 3,028.90 = * 278,661.62 =
Forward exchange contracts against imports and foreign - - - - - -
currency payables

Payable net exposure = 3,028.90 : : 278,661.62 :
‘Total net exposure on Receivables /(Payables) 591.82 (545.59) 4.44 3,770.12 (149,374.12) 7.66

 

 

 

 

 

 

 

 

*Excluding provision for doubtful debts = 1,30,111.70 Lakh.

Sensitivity analysis
A 1% strengthening / weakening of the respective foreign currencies with respect to functional currency of Company would result in increase or decrease in profit or loss as shown in table
below. The following analysis has been worked out based on the exposures as of the date of statements of financial position.

 

 

 

 

 

 

Zin Lakh

EWfectinTndian Rupees
EUR 3.59 (3.59) 4.63 (4.63)
USD 4.98 (4.98) 3.90 (3.90)
[AUD 0.10 (0.10) 0.10 (0.10)
in Lakh

Effect in Indian Rupees Profit/(Loss) March 31, 2020
EUR 5.92 (5.92) 37.70 (37.70)
USD (5.46) 5.46 (1,493.74) 1,493.74
[AUD 0.04 (0.04) 0.08 (0.08)

 

 

 

 

 

 

 

394
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

(b) Interest rate risk

c.

D.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market interest rates. The Company's exposure to market risk for changes in interest rates relates to borrowings from
banks and others.

For details of the Company's short-term and long term loans and borrowings, Refer Note 13(a), 13(b) and 16(a) of these
financial statements.

Interest rate sensitivity - fixed rate instruments

The Company's fixed rate borrowings Preference Shares issued to Patanjali Ayurved Limited @ 0.0001% and Debentures
issued to Patanjali Ayurved Limited @ 9% in the year 2019-2020 and Investments into Preference Shares of GHI Energy
Private Limited @ 6% in the year 2011-2012 are carried at fair value. They are therefore not subject to interest rate risk as
defined in Ind AS 107, since neither the carrying amount nor the future cash flow will fluctuate because of a change in
market interest rates.

Interest rate sensitivity - variable rate instruments

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased /(decreased)
equity and profit or loss by amounts shown below. This analysis assumes that all other variables, in particular, foreign
currency exchange rates, remain constant. This calculation also assumes that the change occurs at the balance sheet date
and has been calculated based on risk exposures outstanding as at that date.

September 30, 2021 % in Lakh

Impact on Profit/ (loss) before tax
100 bp increase 100 bp decrease

On account of Variable Rate Borrowings from Banks (3,021.25) 3,021.25

 

Sensitivity (3,021.25) 3,021.25

 

 

March 31, 2021 ®in Lakh

Impact on Profit/(loss) before tax
100 bp increase 100 bp decrease

On account of Variable Rate Borrowings from Banks (3,043.81) 3,043.81

 

 

 

Sensitivity (3,043.81) 3,043.81

 

 

 

 

March 31, 2020 tin Lakh

Impact on Profit/(loss) before tax
100 bp increase 100 bp decrease

On account of Variable Rate Borrowings from Banks (3,016.73) 3,016.73

 

 

 

 

Sensitivity (3,016.73) 3,016.73

 

 

 

March 31, 2019 in Lakh

Impact on Profit/(loss) before tax
100 bp increase 100 bp decrease

On account of Variable Rate Borrowings from Banks (7,897.94) 7,897.94

 

 

 

 

 

Sensitivity (7,897.94) 7,897.94

 

 

395
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

(©)

(d)

Commodity risk

The prices of agricultural commodities are subject to wide fluctuations due to unpredictable factors such as weather, government policies, changes in global demand
resulting from population growth and changes in standards of living and global production of similar and competitive crops. During its ordinary course of business,
the value of the Company’s open sales and purchases commitments and inventory of raw material changes continuously in line with movements in the prices of the
underlying commodities. To the extent that its open sales and purchases commitments do not match at the end of each business day, the Company is subjected to
price fluctuations in the commodities market.

While the Company is exposed to fluctuations in agricultural commodities prices, its policy is to minimise its risks arising from such fluctuations by hedging its sales
either through direct purchases of a similar commodity or through futures contracts on the commodity exchanges.

In the course of hedging its sales either through direct purchases or through futures, the Company may also be exposed to the inherent basis risk associated with
having positions in physical as well as in futures market. The Company has in place a risk management policy to minimize such risk exposure.

At the balance sheet date, a 1% increase/decrease of the commodities price indices, with all other variables remaining constant, would result in (decrease)/increase
in profit before tax and equity by the amounts as shown below:
@in Lakh

Profit/(loss)
September 30,2021 [| March 3i,2024 |

 

[ March 3i, 2020 | March 31, 2019
[ increase] Decrease] Increase] Decrease| Increase] Decrease] Increase] Decrease

 

Effect of (increase) / decrease in prices (291.26) 291.26 | (127.53) 127.53 (2.80) 2.80 5.22 (5.22)
Assumptions used for calculation

Inventory Commodity value * 1%
Derivative contract Value * 1%

To hedge commodity related risk, the open outstanding position of forward/future as on September 30, 2021 is Crude palm oil 22,500 MT (Sale), Soya Refined Oil
1,780 MT (Sale), Soybean seed 1,845 MT (Sale), Mustard seed 590 MT (Sale).

To hedge commodity related risk, the open outstanding position of forward/future as on March 31, 2021 is Crude palm oil 18,220 MT (Sale), Soya Refined Oil 1,455
MT (Sale), Soyabean seed 16,005 MT (Buy), Mustard seed 1,900 MT (Sale).

Equity risk

Equity Price Risk is related to the change in market reference price of the investments in equity securities. The fair value of some of the Company’s investments in
Fair value through Other Comprehensive Income securities exposes the Company to equity price risks. In general, these securities are not held for trading purposes.
These investments are subject to changes in the market price of securities. The fair value of equity securities as of September 30, 2021, was % 2,079.77 Lakh
[Previous Year March 2021, % 1,708.77 Lakh, March 2020, = 583.33 Lakh and March 2019, = 946.10 Lakh] . A Sensex standard deviation of 6% [Previous Year
March 2021, 16%, March 2020, 7% and March 2019, 4%] would result in change in equity prices of securities held as of September 30, 2021 by % 124.79
Lakh.[Previous Year March 2021, = 273.40 Lakh, March 2020, % 40.83 Lakh and March 2019, = 37.84 Lakh]

396
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

(ii) Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual
obligations and arises principally from the Company's receivables from customer. The Company establishes an allowance for doubtful
debts, impairment and expected credit loss that represents its estimate on expected credit loss model.

A. Trade receivables
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the
customer, including the default risk of the industry has an influence on credit risk assessment. Credit risk is managed through credit
approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit
terms in the normal course of business.
Expected credit loss (ECL) assessment for customers as at September 30, 2021, March 31, 2021, March 31, 2020 and
March 31,2019
Exposures to customers outstanding at the end of each reporting period/year are reviewed by the Company to determine expected credit
losses. Impaired amounts are based on lifetime expected losses based on the best estimate of the management. The impairment loss
related to several customers that have defaulted on their payments to the Company and are not expected to be able to pay their
outstanding balances.

The movement in the allowance for trade receivables having significant increase in credit risk during the period was as

 

follows.
%in Lakh
September 30th, 2021
Balance as at April 1, 2021 133,169.13
Impairment loss recognised as per ECL 1,325.72
Balance as at September 30, 2021 134,494.85

 

 

The movement in the allowance for trade receivables having significant increase in credit risk during the year was as

 

follows.
in Lakh
March 31st, 2021
Balance as at April 1, 2020 133,002.21
Impairment loss recognised as per ECL 166.92
Balance as at March 31, 2021 133,169.13

 

 

The movement in the allowance for trade receivables having significant increase in credit risk during the year was as

 

follows.
Zin Lakh
March 31st, 2020
Balance as at April 1, 2019 651,627.56
Impairment loss recognised as per ECL 1,598.07
Provision for Trade Receivables Written back/Reversal (520,223.42)
Balance as at March 31, 2020 133,002.21

 

 

The movement in the allowance for trade receivables having significant increase in credit risk during the year was as

 

follows.
Zin Lakh
March 31st, 2019
Balance as at April 1, 2018 656,560.79
Reversal of Expected Credit Losses (674.11)
Provision for Trade Receivables Written back/Reversal (4,259.12)
Balance as at March 31, 2019 651,627.56

 

 

B. Cash and cash equivalents
The Company holds cash and cash equivalents with credit worthy banks of % 3,209.90 Lakh as at September 30, 2021 [Previous Year
March 2021 % 4,627.05 Lakh, March 2020 % 15,379.99 Lakh and March 2019 % 15,802.32 Lakh].The credit worthiness of such banks is
evaluated by the management on an on-going basis and is considered to be good.

C. Derivatives
The derivatives are entered into with credit worthy on counterparties. The credit worthiness of such counterparties is evaluated by the
management on an on-going basis and is considered to be good.

D. Investments
The Company limits its exposure to credit risk by generally investing in liquid securities and only with counter-parties that have a good

credit rating. The Company does not expect any losses from non-performance by these counter-parties apart from those already given in
financials, and does not have any significant concentration of exposures to specific industry sectors or specific country risks.

397
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

Note - 43
Capital Management

For the purpose of Company’s capital management, capital includes issued capital and all other equity reserves. The primary objective of the Company's
capital management is to maximise shareholders value. The Company manages its capital structure and makes adjustments in the light of changes in
economic environment and the requirements of the financial covenants.

The Company monitors capital using gearing ratio, which is net debt divided by total equity. Net debt are non-current and current debts (including
preference shares liabilities) as reduced by cash and cash equivalents. Equity comprises all components including other comprehensive income.
%in Lakh

|A. Particulars As at September | As at March 31, | As at March s at March 31,
30, 2021 2021 31, 2020 2019

Total Debts 390,288.98 393,364.47 391,339.68 791,551.21

Less : Cash and cash equivalent 3,209.90 4,627.05 15,379.99 15,802.32

Net Debts 387,079.08 388,737.42 375,959.69 775,748.89

Total equity (Share Capital Plus Other Equity) 440,153.92 406,241.28| 337,090.15| (452,079.15)
Net debt to equity ratio 0.88 0.96 1.12 (1.72)

B. Dividends

 

No dividend is paid by the Company in last three financial period/years.

399
Ruchi Soya Industries Limited

Annexure - VI

Notes to the Restated Standalone Financial Information

(iii) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company has been taking measures to ensure that the Company’s cash flow
from business borrowing is sufficient to meet the cash requirements for the Company's operations. The Company managing its liquidity needs by monitoring forecasted cash inflows and outflows in
day to day business. Liquidity needs are monitored on various time bands, on a day to day and week to week basis, as well as on the basis of a rolling 30 day projections. Net cash requirements

are compared to available working capital facilities in order to determine headroom or any short falls. Presently company’s objective is to maintain sufficient cash to meet its operational liquidity
requirements.

The below table summaries the maturity profile of the Company's financial liability

 

 

 

 

 

 

 

tin Lakh
acters Tarvin amount Contractual cash Flows
A |As at September 30, 2021 Total 1 year or less 1-2 years 2-5 years > 5 years
Secured term loans and borrowings 302,125.20 303,256.15 85,768.15 20,424.00 93,336.00 103,728.00
Unsecured borrowings 65.17 65.17| 65.17 - - -
Redeemable preference shares 43,098.60 45,000.00) - - - 45,000.00
Non convertible debenture 51,612.11 51,612.11 - - - 51,612.11
Trade payables 65,091.54 65,091.54 65,091.54 - - -
Other financial liabilities - current and non current 25,487.30 25,487.75 25,486.28 0.80 0.67 -
tin Lakh
[atcatars T eaving amount Contractual cashflows
B_ |As at March 31, 2021 Total 1 year or less 1-2 years 2-5 years > 5 years
Secured term loans and borrowings 304,381.31 305,587.81 77,610.03 19,201.78 87,024.00 121,752.00
Unsecured borrowings 397.14 397.14 397.14 - - -
Redeemable preference shares 43,586.02 45,000.00 - - - 45,000.00
Non convertible debenture 49,784.62 49,784.62] - - - 49,784.62
Trade payables 65,660.18 65,660.18} 65,660.18 - - -
Other financial liabilities - current and non current 23,126.64 23,127.25 23,125.38 0.80 1.07 -
%in Lakh
____Particatars J earrving amount Contractual cash flows
C |As at March 31, 2020 Total 1 year or less 1-2 years 2-5 years > 5 years
Secured term loans and borrowings 301,672.72 303,029.93 66,029.93 10,800.00 70,848.00 155,352.00
Redeemable preference shares 44,666.96] 45,000.00} - - - 45,000.00
Non convertible debenture 46,173.34 46,173.34 - - - 46,173.34
Trade payables 16,489.49 16,489.49} 16,489.49 a - -
Other financial liabilities - current and non current 28,128.40 28,128.40 28,126.33 - 2.07 -
Zin Lakh
acters earving amount Contractual cash flows
D |As at March 31, 2019 Total 1 year or less 1-2 years 2-5 years > 5 years
Secured term loans and borrowings 785,469.40} 785,469.40} 785,469.40 - - -
Unsecured term loans and borrowings 5,918.61 5,918.61 4,474.54 236.95 650.80 556.32
Redeemable preference shares 163.20} 200.00 - - 200.00 -
Trade payables 222,860.15} 222,860.15 222,860.15 - - -
Other financial liabilities - current and non current 215,072.52 215,072.52 215,072.52 - - -

 

 

 

 

 

 

 

 

 

 

398
Ruchi Soya Industries Limited
Annexure - VI

Notes to the Restated Standalone Financial Information

Note - 44
Ratio Analysis and its components

Ratio
Particulars

Current ratio

September 30,
2021

March 31, 2021

March 31, 2020

March 31, 2019

% change from | % change from
March 31, 2021 [March 31, 2020
to to
September 30, | March 31, 2021

2021
4.63% (0.55%)

% change from
March 31, 2019
to
March 31, 2020

 

Debt- Equity Ratio

(8.43%) (16.59%)

 

Debt Service Coverage Ratio

Return on Equity Ratio

18.32%

(39.03%)

(1.69%)

* (41.39%)
(46.93%)

 

Inventory Turnover Ratio

8.67

9.96

10.33

(12.91%)

 

‘Trade Receivable Turnover Ratio

45.81

48.93

50.92

(6.36%)

 

‘Trade Payable Turnover Ratio

39.73

10.96

4.96

262.45%

 

Net Capital Turnover Ratio

8.35

9.44

(1.29)

(11.62%)

 

Net Profit Ratio

4.17%

1.71%

0.60%

143.89%

 

Return on Capital Employed

11.07%

4.43%

2.50%

149.87%

 

 

Return on Investment

 

3.80%

 

 

16.51%

 

19.65%

 

 

(76.97%)

 

 

* Considered not relevant since the constituting amounts for the period ended September 30, 2021 are for six months period and are not annualised. Hence explanation for change in ratios as compare to preceding year are not given.
Reasons for variance of more than 25% in above ratios

(i) The Company was in CIRP and the approved Resolution Plan was implemented on December 18, 2019. % change (More than 25%) is mainly due to the implementation of the resolution plan, change in management control, efficient performance
and better utilisation of assets/resources of the Company.

Components of Ratio

March 2020

in Lakh
March 2019

 

Ratios Numerator Denominator September 2021 March 2021
Numerator Denominator Numerator Denominator

Current ratio

Current Assets

Current Liabilities

419,498.41

188,207.75

368,442.98 172,951.08

Numerator
260,503.09

Denominator
121,613.08

Numerator Denominator
248,938.02 1,238,492.12

 

Debt- Equity Ratio

Total Debts

Total Equity
(Equity Share
capital + Other
equity)

390,288.98

440,153.92

393,364.47 406,241.28

391,339.68

337,090.15

787,064.20 (452,079.15)

 

Debt Service Coverage Ratio

Earnings available
for debt service
(Net profit before
exceptional Items &
tax expense +
depreciation &

amortization +

Finance cost + Non
cash operating

items + other

adjustment)

Finance cost +
principle
repayment of long
term borrowings
during the
period/year

71,606.16

24,993.37

102,052.96 40,509.26

48,279.05

11,231.48

19,086.77

 

Return on Equity Ratio

Net profit after tax -
Exceptional items

Average Total
Equity
[(Opening Equity
Share capital +
Opening Other
equity+Closing
Equity Share
Capital+Closing
Other Equity)/2]

33,780.52

423,197.60

68,077.18 371,665.72

22,438.38

(57,494.50)

7,672.01 (453,469.32)

 

Inventory Turnover Ratio

 

Revenue from sales
of products

 

Average Inventory
[(opening
balance+ closing
balance)/2]

 

 

1,109,800.97

 

249,348.58

1,612,651.31 185,898.99

 

 

 

400

1,302,583.46

 

130,773.31

 

1,266,027.50 122,595.74

 

 
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

in Lakh

Ratios Numerator Denominator September 2021 March 2021 March 2020 March 2019
Numerator Denominator Numerator Denominator Numerator Denominator | Numerator Denominator

Trade Receivable Turnover Ratio Revenue from [Average trade 1,126,119.05 53,971.77 1,631,863.30 35,620.76 1,311,778.81 26,811.45 | 1,272,923.31 24,997.92
operations receivable
[(Opening balance
+ closing
balance)/2]
Trade Payable Turnover Ratio Revenue from [Average trade 1,126,119.05 65,375.86 1,631,863.30 41,074.84 1,311,778.81 119,674.82 | 1,272,923.31 256,403.33
operations payable [(Opening
balance + closing
balance)/2]

Net Capital Turnover Ratio Revenue from [Working capital 1,126,119.05 231,290.66 1,631,863.30 195,491.90 1,311,778.81 138,890.01 | 1,272,923.31 (989,554.10)
operations (Current asset -
current liabilities)
Net Profit Ratio Net profit after tax - [Revenue from 33,780.52 1,126,119.05 68,077.18 1,631,863.30 22,438.38 1,311,778.81 7,672.01 1,272,923.31
Exceptional items — operations

Return on Capital Employed Profit Before [Total Equity + 64,015.81 830,442.90 88,511.89 799,605.75 32,269.86 728,429.83 8,371.08 334,985.05
interest, Tax & |Total Debts
Exceptional item (including
preference share
liability)

Return on Investment Interest Income on |Current 22,647.79 21,267.79 1,875.88 11,362.38 6,142.72
fixed deposits + |investments +
Profit on sale of Non current
investments + Investments +
Income of Fixed deposits
investment : with bank
impairment on
value of investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

Note - 45

i) As approved by the Board of Directors on 9th June 2021, in respect of purchase of right of contract manufacturing business of breakfast cereal
products Patanjali Ayurved Limited has assigned its rights and obligations under the contract manufacturing agreements in favour of the
Company. One time consideration paid of = 3,500.00 Lakh have been accounted as “Intangible Assets”.

ii) The Company and Patanjali Ayurved Limited (“PAL”) entered into Contract Manufacturing Agreement with Patanjali Ayurved Limited for
manufacture of nutraceutical products for the Company and also to enter into a Brand License Agreement to use ‘Patanjali’ Brand for the
nutraceutical products of the Company on the terms and conditions mentioned in the respective Agreements.

iii) Accounting and disclosures on Business Combinations as per Ind AS 103 :- The Board of Directors of the Company at its meeting held on May
10, 2021 approved the signing of the Business Transfer Agreement (“BTA”) with Patanjali Natural Biscuits Private Limited to acquire its business
of manufacturing, packing and labelling of biscuits, cookies, rusk and other associated bakery products. The Company has a strong presence in
the soya foods and edible oils segment. This acquisition will create a unique opportunity for the Company to participate and create value in the
biscuit, cookies, rusk and other associated bakery product category in India.

Pursuant to BTA, the Company has acquired with effect from May 21, 2021 above said business for a slump consideration of = 6,002.50 Lakh on
going concern basis. All the assets and liabilities are taken over at their fair values. The Following is the summary of total assets and liabilities
acquired by the Company at the date of acquisition:-

Particulars in Lakh
ASSETS
(a) Property, plant and equipment 4,322.11
(b) Capital work-in-progress 2.28
(c) Inventories 1,818.00
(d) Financial Assets
(i) Trade receivables 1,897.07
(ii) Others 2,021.11
(e) Other Current Assets 522.76
Total Assets “40,583.33
LIABILITIES
(a) Financial Liabilities
(i) Trade Payables 4,349.70
(ii) Other financial liabilities 989.57
(b) Other current liabilities 323.98
Total Liabilities 5,663.25
Total Consideration 6,002.50

 

Goodwill 1,082.42

iv) The Company has filed Draft Red Herring Prospectus with the Securities and Exchange Board of India for Further Public Offering of equity
shares for an amount aggregating up to = 4,30,000 Lakh.

Note - 46
Disclosure on Bank/ Financial institutions compliances

Summary of reconciliation of monthly statements of current assets filed by the Company with Banks are as below :-

@in Lakh
Particulars As at September 30, 2021 As at March 31, 2021
Inventories Trade Receivables Inventories Trade Receivables
[As per books of accounts 262,360.66 68,484.45 236,336.49 46,899.66

 

 

As per statement of current assets 261,913.57 68,787.16 236,243.75 47,283.67
Excess/Shortages 447.09 (302.71) 92.74 (384.01)

 

 

 

in Lakh
Particulars As at March 31, 2020

Inventories Trade Receivables

 

[As per books of accounts 135,461.49 30,289.79
As per statement of current assets 133,971.09 30,158.14
Excess/Shortages 1,490.40 131.65

 

 

 

 

Note :-
Above differences are not considered material with reference to the size and nature of business operations of the Company.

402
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

 

Note - 49

The shareholders of the Company approved a preferential issue of 1,86,70,213 Equity Shares at a price of 7 per share to Ashav Advisory LLP (“AAL”) in February 2020,
subject to receipt of necessary approvals ( including stock exchanges and the lenders of Company ). The Company did not received final approvals in this regard from the
Stock Exchanges, Lenders and Securities Exchange Board of India (“SEBI”). Aggrieved by this, AAL filed an appeal before the Ho'ble Securities Appellate Tribunal at Mumbai
(“SAT”) which has been dismissed by the SAT. AAL challenged the SAT order in Hon’ble Supreme Court of India. The matter is currently pending.

Note - 50
(A) Statement of restatement adjustments

Summarized below are the adjustments made to the audited standalone financial statements for the period/years ended September 30 2021, March 31 2021, March 31 2020
and March 31 2019 and their impact on the profit of the Company:

 

 

 

 

 

 

in Lakh

Particulars For the Period Ended 30th | For the YearEnded | For the Year Ended 31st | For the Year Ended

September, 2021 31st March, 2021 March, 2020 31st March, 2019
Net Profit after tax as per audited financial 33,780.52 68,077.18 767,202.27 7,672.01
statements
Restatement adjustments:
On account of impairment for VAT Refundable [Refer note - - 4,259.12 (4,259.12)
(B) (i) below]
Restated Profit after tax 33,780.52 68,077.18 771,461.39 3,412.89
Reconciliation of audited total equity and restated total equity. tin Lakh

 

 

 

 

Particulars As at September 30, 2021 | As at March 31, 2021 As at March 31, 2020 As at March 31, 2019
Total Equity as per audited standalone financial statements 440,153.92 406,241.28 337,090.15 (447,820.03)
Restatement adjustments:

On account of impairment for VAT Refundable [Refer note - - - (4,259.12)
(B) (i) below]

Total Equity as per Restated Standalone Financial 440,153.92 406,241.28 337,090.15 (452,079.15)

Information

 

 

 

 

 

404

 
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

Note - 47

(i) The ministry of corporate affairs (MCA) on March 28, 2018, notified Ind AS 115 “ Revenue from contracts with customers” as part of the Companies (Indian Accounting
Standards) Amendment Rules, 2018 and the same is effective for accounting year beginning on or after April 01, 2018. The Company has applied modified retrospective
approach in adopting the new standard.

(ii) The Company disaggregates revenue from contracts with customers by type of Business and geography .

(iii) Revenue disaggregation based on Geography and Revenue by business segments have been in Note no. 37 (Segment Reporting)

 

 

 

 

(iv) Reconciliation of Revenue from Operation (Sale of Products) with contract price: tin Lakh

Particulars For the Period Ended 30th | For the Year Ended | For the Year Ended 31st | For the Year Ended
September, 2021 31st March, 2021 March, 2020 31st March, 2019

Contract Price 1,110,680.52 1,615,511.40 1,305,541.12 1,266,224.50

Less : Reduction towards variables considerations 879.55 2,860.09 2,957.66 197.00

components *

Revenue from Operations 1,109,800.97 1,612,651.31 1,302,583.46 1,266,027.50

 

 

 

 

 

 

 

* The reduction towards variable consideration comprises of volume discounts, schemes rate difference and quality claim etc.

Note - 48

During the period ended September 30, 2021, income tax assessments for Assessment Years 2017-18, 2018-19 and 2019-20 have been completed and demands aggregating
to % 2,82,706.93 lakh have been received by the Company. These demands pertain to the period prior to the effective date (i.e. September 6, 2019) of the Resolution Plan as
approved by the Hon’able National Company Law Tribunal, Mumbai (“NCLT”).

The Resolution plan, among other matters provide that upon the approval of this Resolution Plan by the NCLT and settlement and receipt of the payment towards the IRP
Costs and by the creditors in terms of this plan, all the liabilities demands, damages, penalties, loss, claims of any nature whatsoever (whether
admitted/verified/submitted/rejected or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, disputed or undisputed, present or
future) including any liabilities, losses, penalties or damages arising out of non-compliances, to which the Company is or may be subject to and which pertains to the period
on or before the Effective Date (i.e. September 6, 2019) and / or are remaining as on that date shall stand extinguished, abated and settled in perpetuity without any further
act or deed.

As per the orders dated September 4, 2019 of the Hon’ble NCLT, Mumbai, “ .... However, it is to be made clear that while approving the resolution plan, we have dealt with
every aspect of the resolution plan in details and all the claims which have been admitted during CIRP are being dealt with by us in terms of the resolution plan . Anyone who
has not filed its claim then he will not have any right to agitate the same after the approval of the resolution plan.” In respect of above demands, no claims were submitted
by the Income Tax Department during the corporate insolvency resolution process.

Accordingly, these demands have been challenged by the Company before NCLT. In addition the Company has also preferred an appeal before the CIT (A) against these
demands. Further, in respect of demands of = 2,77,173.66 lakh pertaining to assessment year 2018-19 the Company as a prudent measure have also applied for rectification
of errors apparent from records.

In view of above, the Company does not expect any liability on account of above demands.

403
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

(B) Explanations to restatement adjustments

During the year ended March 31, 2019 the auditor report was modified in respect of non-provision for impairment against the refund receivable. The Company was having
refund receivable, as on March 31 2019, amounting to % 4,259.12 Lakh in respect of financial year 2009-2010 to 2013-14 for Daloda and Gadarwara unit towards investment
promotional assistance equivalent to 75% of taxes (Commercial Tax / VAT and Central Sales Tax) paid by the Company as per exemption granted in the industrial promotion
policy of Madhya Pradesh. However, Madhya Pradesh Trade and Investment Facilitation Corporation, Bhopal rejected the claim and accordingly, appeal was made to the
Hon’ble High Court of Madhya Pradesh. During the year ended March 31 2019, Hon'ble High Court of Madhya Pradesh, Indore bench, rejected the Company’s claim vide order
dated May 16, 2018. Subsequently, the Company has filed special leave petition before Hon’ble Supreme Court of India for refund of the amount, which has been admitted on
August 29, 2018. The said provision for impairment was made during the year ended March 31, 2020, therefore, as required, this provision for impairment is considered
during the year ended March 31, 2019 as exceptional item and it is reversed during the year ended March 31, 2020 in the Restated Standalone Financial Information.
However, the said qualification does not have any impact on total equity on March 31, 2020, March 31, 2021 and September 30, 2021.

405
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

Note - 51

Non adjusting items

Various audit qualifications included in main Auditor's report, emphasis of matters paragraphs the Auditor’s report, remark included in the Annexure to Auditor’s report issued under the
Companies (Auditor's Report) Order, 2016 on the standalone financial statements for the year ended March 31, 2019, 2020 and 2021. Pursuant to the approval of the Resolution Plan for the
corporate insolvency of the Company, which is implemented from December 18, 2019, new management has taken control of the Company. Impairment testing of tangible and intangible assets
has been carried out and there is no need to provide for impairment on such assets, no liability in respect of interest and foreign exchange differences arises to the Company, all the financial and
operational creditors has been settled as per approved resolution plan and matter of going concern is also resolved. Therefore these does not require any corrective adjustment in the Restated
Standalone Financial Information these are as follows:-

1) Audit qualifications included in main audit report, which does not require any corrective adjustment in the Restated Standalone Financial Information:-

For the year ended March 31, 2019

(i) For the reasons mentioned in Note no. 52 (ii) to the Restated Standalone Financial Information, the Company continues not to assess impairment of carrying value of tangible assets, capital
work in progress and intangible assets in accordance with requirements of Indian Accounting Standard 36 on “Impairment of Assets”. We are unable to obtain sufficient appropriate audit
evidence about the recoverable amount of the Company’s tangible assets, capital work in progress and intangible assets. Consequently, we are unable to determine whether any adjustments to
carrying value are necessary and consequential impacts on the standalone financial statements.

(ii) Attention is drawn to the Note no. 52 (iii) to the Restated Standalone Financial Information, regarding non-availability of Demat Statement in respect of investments amounting to = 946.10
Lakh as at March 31, 2019. Accordingly, we are unable to comment on the possible financial impact, presentation and disclosures, related to those investments.

(iii) As mentioned in Note no. 52 (iv) to the Restated Standalone Financial Information:-

In respect of Company's borrowings from banks and financial institutions aggregating = 2,74,114.55 Lakh and bank (current account and term deposits) balances aggregating = 1,908.44 Lakh,
balance confirmations as at March 31, 2019 are not received. In cases, where the confirmations are received in respect of borrowings, there are differences between books of accounts and
confirmations received mainly due to charging of interest by bank and financial institutions in their confirmations/statement and non-recognition of the same by the Company in its books of
accounts subsequent to insolvency commencement date i.e. December 15, 2017.

In accordance with the Insolvency and Bankruptcy Code (“Code”), the Resolution Professional (“RP”) has to receive, collate and admit the claims submitted by the creditors as a part of Corporate
Insolvency Process (“CIRP”). Such claims can be submitted to the RP till the approval of the resolution plan by the CoC. As mentioned in Note no. 52 (i) of the standalone financial statements,
the RP has filed an application before the Hon’ble NCLT for the Resolution Plan approval. Pending final outcome of the CIRP, no accounting impact in the books of accounts has been made in
respect of excess, short, or non-receipts of claims for operational and financial creditors. Hence, consequential impact, if any, is currently not ascertainable and we are unable to comment on
possible financial impacts of the same.

(iv) Attention is drawn to the Note no. 52 (v) to the Restated Standalone Financial Information:-

a) Regarding non-recognition of interest on borrowing from banks and financial institutions, customer advance, inter corporate deposits and security deposits received and bank charges on
borrowing from banks and financial institutions subsequent to insolvency commencement date i.e. December 15, 2017, amounting to = 34,561.14 Lakh for the year ended March 31, 2018 and

% 1,56,848.90 Lakh for the year ended March 31, 2019. Interest aggregating to = 1,91,410.04 Lakh has not been recognised till date. The same is not in compliance with requirements of Ind AS -
23 on “Borrowing Cost” read with Ind AS - 109 on “Financial Instruments”.

b) The Company has not translated certain foreign currency trade payables, trade receivables and borrowings as at March 31, 2019 using closing exchange rate having an impact on exchange
difference loss of 2,356.13 Lakh for the year ended March 31, 2019 (for the year ended March 31, 2018 is loss of 1,926.86 Lakh). Cumulative foreign exchange difference loss of = 4,282.99
Lakh till date. The same is not in compliance with Ind AS — 21 on “The Effects of Changes in Foreign Exchange Rates”.

c) Had provision for interest, bank charges and exchange difference been recognised, finance cost and total expenses, would have been higher while profit and total comprehensive income for
year ended would have been lower by aggregate amount as mentioned above, having consequential impact on other current financial liability and other equity.

(v) We have been informed by Resolution Professional that certain information including the minutes of meetings of the Committee of Creditors and the outcome of certain procedures carried out
as a part of the CIRP are confidential in nature and could not be shared with anyone other than the Committee of Creditors and NCLT. Further, we were informed that the Committee of Creditors
has approved the resolution plan and is filed with Hon’ble NCLT. However, the detailed resolution plan (including the salient features, consideration agreed, terms and conditions etc.) has not
been made available for our review. In the opinion of the RP, the matter is highly sensitive and confidential. Accordingly, we are unable to comment on the possible adjustments required in the
carrying amount of assets and liabilities, possible presentation and disclosure impacts, if any, that may arise if we have been provided access to review of that information.

2) Emphasis of Matters paragraph in Auditor's report, which does not require any corrective adjustment in the Restated Standalone Financial Information:

For the year ended March 31, 2019

(i) Going Concern

We draw attention to the Note no. 52 (vi) to the Restated Standalone Financial Information, regarding preparation of standalone financial statements on going concern basis, which states that
the Company has incurred cash losses, its liabilities exceeded total assets and its net worth has been fully eroded as on March 31, 2019. In view of the continuing default in payment of dues,
certain lenders have sent notices/letters recalling their loans given and called upon the Company to pay entire dues and other liability, receipt of invocation notices of corporate guarantees given
by the Company, while also invoking the personal guarantee of promoter director. Few of the lenders also issued wilful defaulter notices and filed petition for winding up of the Company.
Capacity utilization of manufacturing processing facilities is very low and Corporate Insolvency Process against the Company is in process. Since the CIRP is currently in progress, as per the Code,
it is required that the Company be managed as a going concern during the CIRP. The standalone financial statements is continued to be prepared on going concern basis. However there exists
material uncertainty about the Company's ability to continue as going concern since the same is dependent upon the resolution plan to be approved by NCLT. The appropriateness of preparation
of standalone financial statements on going concern basis is critically dependent upon CIRP as specified in the Code.

(ii) Attention is drawn to the Note no. 33 (c) (ii) (b) to the Restated Standalone Financial Information, regarding impounding of three plants at Kandla Gujarat i.e. Edible Oil Refinery, Oleochem
Division and Guargum Division by the Gujarat Commercial Tax Department against their VAT claim of = 43,276.81 Lakh.

(iii) Attention is drawn to the Note no. 52 (vii) to the Restated Standalone Financial Information, the balance confirmations of trade receivables and advances given to vendors, customers’
advances received & trade payables. During the course of preparation of standalone financial statements, e-mails/letters have been sent to various parties by the company with a request to
confirm their balances to us out of which few parties have confirmed their balances directly to us. In the absence of the confirmation of balances, the possible adjustment, if any, will be
accounted for as and when the accounts is settled / reconciliation / finality of the balances with those parties.

3) Other audit qualifications included in the Annexure to Auditor’s report issued under the Companies (Auditor’s Report) Order, 2016, which does not require any
corrective adjustment in the Restated Standalone Financial Information:

For the year ended March 31, 2019

(i) In respect of property, plant and equipment :-

In our opinion and according to information and explanations given to us and on the basis of our examination of available records of the Company, the title deeds of immovable properties are
held in the name of the Company except the following :-

Lakh

 
  
 
 

Leasehold Land Freehold Land

   

No. of cases
Gross Carrying Amount as on March 31, 2019 71.55 110.05 181.60
Net Carrying Amount as on March 31, 2019 - 110.05 110.05

  

 

 

  

 

 

 

 

 

(ii) (a) According to the records of the Company and information and explanations given to us, the Company has generally been regular except slight few delays in few cases, in depositing
undisputed statutory dues, including provident fund, employees' state insurance, income tax, duty of customs, goods and service tax, cess and any other statutory dues to the appropriate
authorities as applicable during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at
March 31, 2019 for a period of more than six months from the date they became payable.

406
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales-tax, service-tax, duty of customs, duty of
excise, value added tax and goods and service tax, which have not been deposited on account of any dispute except as mentioned below:-

Name of the Statute

The Central Sales Tax Act, 1956, VAT Act and
Local Sales Tax Acts

Nature of Dues |Amount Disputed
Vat Tax/Sales
Tax/Entry
Tax/Sales

16,299.85

Tax

Amount deposited under
Protest

Period to which

Relates

FY* 1999-00 to 2015-16 &
18-19

%in Lakh
Forum where Dispute is
Pending
High Court

 

8,331.16

Demand and

FY 1997-98 to
2017-18

2013-14 &

Tribunal(CESTAT)

 

penalty,
applicable

a 3,250.80

FY 2001-02
2016-17

to 2013-14 &

Commissioner

 

61,878.15

FY 1999 - 2000 to 2018-19

DC Appeals / Joint
Commissioner(Appeals)

 

77.48

FY 2002 to 2006

Settlement Commission

 

The Central Excise Act, 1944

Excise Duty 454.79

2004-05 to 2005-06

High Court

 

6,911.39

2001-02 to 2016-17

Tribunal

 

183.03

2005-06 to 2014-15

Commissioner (Appeals)

 

Service Tax under Finance Act, 1994

Service Tax 1,177.59

2002-03 & 2008-09 to 2012-
13

Tribunal

 

282.58

2006-07 to
15,2018-19

2013-14, 14-

Commissioner (Appeals)

 

The Customs Duty Act, 1962

FY 2001-02 to 2004-
05 2006-07, 2007-

5,003.43

FY 2001-02,02-03, 2003-04 &
2015-16

Supreme Court

 

08, 2015-16 &
2017-18

5,663.99

High Court

 

16,795.90

FY 1998-99, 2000-01, 2003-
04 to 2006-07, 2012-13 to
2013-14, 2015-16 & 2017-18

Tribunal CESTAT

 

321.26

FY 2003-04, 2005-06, 2006-
07, 2013-14 & 2018-19

Commissioner (Appeals)

 

1,738.30

FY 2001-02, 2004-05 & 2009-
10

(AC Appeals / DC Appeals

 

The Income Tax Act, 1961

Income Tax 181.67

AY 2007-08

ITAT

 

6,317.29

AY 2004-05 & 2008-09 to
2015-06

DC Appeals / Joint
Commissioner(Appeals)

 

18.08

 

 

134,886.74

*FY — Financial Year, ** AY — Assessment Year

 

3,872.44

 

AY 2007-08 to

 

Assessing Officer

 

(iii) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any
financial institution or bank and government as at balance sheet date except as mentioned below. There are no dues to debenture holders as at the balance sheet date.

A. In respect of Term loans from banks:

TERM LOAN-STATE BANK INDIA. (CORP-IV)

Amount of continuing default as on March
31, 2019

 

Interest*
1,382.29

Principal
8,999.62

Period of Default

in Lakh

As per Recall Notice vide dated April 07,2017

 

TERM LOAN-STATE BANK INDIA-65CR. G'GUM

2,578.66 371.11

As per Recall Notice vide dated April 07,2017

 

TERM LOAN-STATE BANK OF INDIA (CTL-V )

17,000.00 2,656.78

As per Recall Notice vide dated April 07,2017

 

TERM LOAN-STATE BANK OF INDIA-60CR

3,531.02 642.43

As per Recall Notice vide dated April 07,2017

 

IECB-DBS BANK,SINGAPORE (ECB - II & III)

22,177.15 2,074.55

As per Recall Notice vide dated September 23,2016

 

IFCCB-STANDARD CHARTERED BANK —SCB

 

* Interest accrued up to December 15, 2017

3,190.27
57,476.72

295.82
7,422.99

 

B. In respect of Short term loans from various banks:

State Bank of India — Group

Amount of continuing default as on March
31, 2019

 

Interest*
15,275.34

Principal
129,732.69

As per Recall Notice vide dated Januai

Period of Default

25,2017

in Lakh

As per Recall Notice vide dated 07.04.2017

 

(Central Bank of India

79,119.75 2,851.25

As per Recall Notice vide dated 05.09.2016 and F.Y. 2018-19

 

Punjab National Bank

73,239.19 1,184.39

Financial Year 2016-17 to 2018-19

 

[Standard Chartered Bank

35,152.41 -

As per Recall Notice vide dated 25.01.2017

 

(Corporation Bank

45,020.49 5,593.23

As per Recall Notice vide dated 01.07.2017

 

ICICI Bank Limited

48,363.00 15.38)

Financial Year 2015-16 to 2018-19

 

46,497.00 3,529.00

As per Recall Notice vide dated 30.05.2017

 

30,501.39 4,825.92

As per Recall Notice vide dated 31.07.2017

 

29,070.15 5,100.41

As per Recall Notice NPA w.e.f.23.09.2016

 

24,016.46 5,060.88

As per Recall Notice vide dated 11.08.2017

 

25,785.80 3,013.11

As per Recall Notice vide dated 08.05.2017

 

Bank of Maharashtra

23,252.67 3,102.69

Financial Year 2015-16 to 2018-19

 

Axis Bank Limited

24,131.59 1,379.91

‘As per Recall Notice vide dated 13.11.2017

 

Bank of Baroda

21,683.54 1,991.16

As per Recall Notice vide dated 25.09.2017

 

IDFC - Edelweiss ARC

19,303.21 3,863.85

As per Recall Notice vide dated 07.05.2016

 

Dena Bank

18,877.01 2,672.99

As per Recall Notice NPA w.e.f.31.03.2017

 

Karur Vysya Bank

20,740.91 42.00

Financial Year 2015-16 to 2018-19

 

DFC Bank

13,501.51 2,768.40

Financial Year 2013-14 to 2018-19

 

Oriental Bank of Commerce

12,876.00 1,145.00

As per Recall Notice NPA w.e.f.01.06.2016

 

Rabo Bank

72,977.30 4,862.68]

As per Review Letter vide dated 10.08.2016

 

DBS Bank — India

2,944.74 269.91

As per Recall Notice vide dated 27.09.2016

 

ANZ
TOTAL
* Interest accrued up to December 15, 2017

 

19,005.65 713.79
815,792.46 69,261.29

 

 

Financial Year 2015-2016 (As per endorsement)

 
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

C. In respect of sales tax deferment:

in Lakh

Amount of Continuing default as on March ;

 

IFST Deferral scheme of Government, Tamilnadu 4,474.54 |Outstanding since December 2017

(iv) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the
information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during
the year, nor have we been informed of any such case by the Management/RP. However, we have been informed that Company has received communication dated May 10, 2018 from Serious
Fraud Investigation Office, Ministry of Corporate Affairs, New Delhi regarding investigation into the affairs of the Company under section 212 (1) of the Companies Act, 2013, the matter is still
going on.
For the year ended March 31, 2020:-
(i) In respect of property, plant and equipment :-
In our opinion and according to information and explanations given to us and on the basis of our examination of available records of the Company, the title deeds of immovable properties are
held in the name of the Company except the following :-

%in Lakh
Particulars Leasehold Land Freehold Land
No. of cases 1 1

 

Gross Carrying Amount as on March 31, 2020 71.55 4.73
Net Carrying Amount as on March 31, 2020 - 4.73

 

 

 

 

 

(ii) (a) According to the records of the Company and information and explanations given to us, the Company has generally been regular, in depositing undisputed statutory dues, including
provident fund, employees’ state insurance, income tax, duty of customs, goods and service tax, cess and any other statutory dues, except in few cases, to the appropriate authorities as
applicable during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at March 31, 2020
for a period of more than six months from the date they became payable.

(b) As mentioned in Note no. 33# to the Restated Standalone Financial Information, as per approved resolution plan, which interalia resulted in extinguishment of all contingent liabilities and
commitments, claims and obligations, which pertains to the period on or before the effective date (i.e. September 6, 2019 pursuant to the implementation of the Resolution Plan). There are no
dues of income-tax, sales-tax, service-tax, duty of customs, duty of excise, value added tax and goods and service tax, which have not been deposited on account of any dispute.

(iii) The National Company Law Tribunal (NCLT’) has approved the terms of the Resolution Plan submitted by Resolution Applicant, pursuant to which loans or borrowings owed by the Company
as at that date have been partially paid and balance amount has been extinguished. Accordingly, the Company has not defaulted in repayment of loans or borrowings to any financial institution
or a bank or government or any dues to debenture-holders during the year.

(iv) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the
information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during
the year, nor have we been informed of any such case by the Management. However, we have been informed that Company has received communication dated May 10, 2018 from Serious Fraud
Investigation Office, Ministry of Corporate Affairs, New Delhi regarding investigation into the affairs of the Company under section 212 (1) of the Companies Act, 2013, the matter is still going on.

For the year ended March 31, 2021:-
(i) In respect of property, plant and equipment :-
In our opinion and according to information and explanations given to us and on the basis of our examination of available records of the Company, the title deeds of immovable properties are
held in the name of the Company except the following :-

Lakh
Leasehold Land Freehold Land

 

Gross Carrying Amount as on March 31, 2021
Net Carrying Amount as on March 31, 2021

 

 

 

 

 

(ii) (a) According to the records of the Company and information and explanations given to us, the Company has generally been regular, in depositing undisputed statutory dues, including
provident fund, employees’ state insurance, income tax, duty of customs, goods and service tax, cess and any other statutory dues, except in few cases, to the appropriate authorities as
applicable during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at March 31,, 2021
for a period of more than six months from the date they became payable.

As mentioned in note 33# to the Restated Standalone Financial Information, as per approved resolution plan, which interalia resulted in extinguishment of all contingent liabilities and
commitments, claims and obligations, which pertains to the period on or before the effective date (i.e. September 6, 2019) pursuant to the implementation of the Resolution Plan. There are no
dues of income-tax, sales-tax, service-tax, duty of customs, duty of excise, value added tax and goods and service tax, which have not been deposited on account of any dispute.

Note - 52
For the year ended March 31, 2019

(i) The National Company Law Tribunal (“NCLT”), Mumbai Bench, vide its order dated December 15, 2017 (“Insolvency Commencement Date”) ("NCLT order") admitted company petition nos.
1371&1372/1&BP/NCLT/MAH/2017 ("Company petition"),filed by Standard Chartered Bank and DBS Bank Ltd. for initiation of the Corporate Insolvency Resolution Process (“CIRP”) of the
Company, u/s 7 of the Insolvency and Bankruptcy Code, 2016 (“the Code”). Vide the NCLT order, the moratorium under Section 14 of the Code came into the effect and Mr. Shailendra Ajmera,
with IP Registration No. IBBI/IPA-001/IP-P00304/2017-18/10568 was appointed as Interim Resolution Professional (‘IRP”) to, inter alia manage the affairs of the Company in accordance with
the provisions of the Code.

In the first meeting of the Committee of Creditors (‘CoC”) held on January 12, 2018, Mr. Shailendra Ajmera was confirmed as the Resolution Professional (“RP”) for the Company. Pursuant to the
NCLT Order, the powers of the Board of Directors of the Company stood suspended and they were vested in the IRP / RP. By an order dated June 08, 2018 the NCLT extended the CIRP time
period by 90 more days with effect from June 12, 2018.

The RP filed a Miscellaneous Application 926/2018 ("MA 926/2018") under Section 30(6) of the Code before the Hon'ble NCLT for its consideration of the resolution plan as approved by the CoC
by e-voting concluded on August 23, 2018.The Hon’ble Supreme Court of India, by its order dated January 31, 2019 in Civil Appeal no. 8430 of 2018 (“SC Order”), directed re-consideration of all
resolution plans afresh by the CoC. In light of the SC order, the Hon'ble NCLT vide order dated February 07, 2019 dismissed the M.A. 926/2018 as withdrawn.

The CoC, in accordance with the directions of the Hon’ble Supreme Court of India, considered the resolution plans as submitted before it afresh. After due deliberations, the CoC approved the
resolution plan submitted by the consortium of Patanjali Ayurved Limited, Divya Yog Mandir Trust (through its business undertaking, Divya Pharmacy), Patanjali Parivahan Private Limited and
Patanjali Gramudhyog Nyas (“PAL Resolution Plan”), by e-voting concluded on April 30, 2019.

The RP filed an application bearing MA No. 1721 of 2019 in the Company Petition under Section 30(6) of the Code before the Hon’ble NCLT for its consideration and approval of the PAL
Resolution Plan. The same is pending for approval.

In terms of Sections 14(4) and 31(3) of the Code, until the resolution plan is approved by the Hon’ble NCLT, the moratorium shall continue to be in effect and accordingly, the RP shall, continue
to manage operations of the Company on a going concern basis during the CIRP.

These financial statements were placed before the RP, the CFO and the Company Secretary on May 29, 2019 for their consideration. Accordingly, the financial statements were considered and
recommended in the meeting. In view thereof, the RP, in reliance of such examination by and the representations, clarifications and explanations provided by the CFO, has approved the same.
The CFO has provided the certifications and representations with responsibility in respect of various secretarial, compliance and broad matters pertaining to the period prior to Insolvency
Commencement Date. The Resolution Professional is relying on the management representation letter dated May 29, 2019 for all information and confirmations in relation to the day to day
functioning of the Company.

The RP has approved these financial statements only to the limited extent of discharging the powers of the Board of Directors of the Company (suspended during CIRP) which has been conferred
upon him in terms of provisions of Section 17 of the Code.

408
Ruchi Soya Industries Limited
Annexure - VI
Notes to the Restated Standalone Financial Information

(ii) The carrying value of tangible assets (including capital work in progress of % 2,691.30 Lakh) and intangible assets as at March 31, 2019 is = 3,73,856.97 Lakh and % 1,51,589.30 Lakh,
respectively. As explained in Note no. 52 (i) above, the Company is under CIRP. As such, the Company has not taken into consideration any impact on the value of the tangible and intangible
assets, if any, in preparation of Financial statements as required by Ind-AS 10 on “Events after the reporting period”. Further, the Company has also not made full assessment of impairment as
required by Ind AS 36 on Impairment of Assets, if any, as at March 31, 2019 in the value of tangible and intangible assets.

(iii) The Demat Statement as at March 31, 2019 which is evidence of ownership for certain investments amounting to = 946.10 Lakh has not been provided by the depository participant.

(iv) In respect of Company’s borrowings from banks and financial institutions aggregating % 2,74,114.55 Lakh, bank balances (current account and term deposits) aggregating = 1,908.44 Lakh,
balance confirmations as at March 31, 2019 has not been received by the Company. In accordance with the Code, the IRP/RP has to receive, collate and admit the claims submitted against the
Company. Such claims can be submitted to the IRP/RP during CIRP, till the approval of a resolution plan by the CoC. Pursuant to the claims received on December 29, 2017, the CoC was formed
on January 5, 2018, and the list of such creditors was duly notified to the NCLT and uploaded on the company website.

In respect of claims submitted as on December 15, 2017, the RP has admitted financial and operational creditor claims in the list of creditors filed with the NCLT dated April 26, 2019. No
accounting impact in the books of accounts has been made in respect of excess, short or non-receipts of claims for the financial and operational creditors.

(v) The Company has not recognised interest payable, after the insolvency commencement date i.e. December 15, 2017, on borrowings from banks and financial institutions, customer advance,
inter corporate deposits and security deposits received and bank charges on borrowing from banks and financial institutions. Accordingly, interest and bank charges amounting to = 1,56,848.90
Lakh for the year ended March 31, 2019, has not been recognised ( = 34,561.14 Lakh for the year ended March 31, 2018). Cumulative interest till March 31, 2019 is = 1,91,410.04 Lakh.The same
is not in compliance with Ind AS - 23 on “Borrowing Cost” read with Ind AS - 109 on “Financial Instruments”.

Certain trade payables, trade receivables and borrowings denominated in foreign currency and outstanding at insolvency commencement date i.e. December 15, 2017 and which continue to
remain outstanding as at March 31, 2019, impact of exchange difference i.e. loss of = 2,356.13 Lakh for year ended 31 March 2019 on the same is not recongined (Loss of = 1,926.86 Lakh for
the year ended March 31, 2018). Cumulative foreign exchange difference loss is = 4,282.99 Lakh till March 31, 2019. The same is not in compliance with Ind AS — 21 on “The Effects of Changes
in Foreign Exchange Rates” that requires foreign currency monetary items shall be translated using the closing rate.

Had provision for interest, exchange difference and bank charges would be recognised, finance cost and total expenses would have been higher and profit for the year and total comprehensive
income would have been lower by equivalent amount as mentioned above having consequential impact on other current financial liability and other equity.

(vi) The Company has incurred losses, its liabilities exceeded total assets and its net worth has been fully eroded as at March 31, 2019. In view of the continuing default in payment of dues,
certain lenders have sent notices/letters recalling their loans given and called upon the Company to pay entire dues and other liabilities, receipt of invocation notices of corporate guarantees
given by the Company, while also invoking the personal guarantee of Promoter Directors. Certain lenders have also issued wilful defaulter notices and filed petition for winding up of the Company.
As mentioned in Note no. 52 (i) , the Honourable NCLT has admitted a petition to initiate insolvency proceeding against the Company under the Code. As per the Code, it is required that the
Company be managed as a going concern during the CIRP. Further, as mentioned in Note no. 52 (i), the CIRP period continues to be in effect till the CoC approved Resolution Plan of PAL is
approved by the NCLT.

The future prospects of the Company would be determined on the completion of CIRP. Hence, in view of the above facts and continuing operations of the Company, the financial statements
have been prepared on a going concern basis.

(vii) In respect of Company's trade receivables and advances given to vendors, customers’ advances received & trade payables balance confirmations has been sent to various parties out of
which few parties have confirmed their balance as at March 31, 2019.

Note - 53

The Serious Fraud Investigation Office (SFIO) , New Delhi and Enforcement Directorate (ED) has sought certain information about the Company and its erstwhile foreign subsidiaries for the
period prior to the effective date (i.e. September 6, 2019) of the Resolution Plan as approved by Hon'ble National Company Law Tribunal ('‘NCLT"), Mumbai. The Company is fully co-operating
with the authorities.

Since the above matters relates the period prior to the effective date (i.e. September 6, 2019) of Resolution Plan, the management is of the view that in terms of provisions of section 32 A of the
Insolvency and Bankruptcy Code, 2016, Company shall not have any financial implication on it.

Note - 54

The figures for the previous years have been re-grouped/ re-arranged, wherever necessary, to correspond with the current period's classification/disclosure.

As per our report of even date attached For and On Behalf of Board of Directors
For Chaturvedi & Shah LLP

Chartered Accountants

Registration No. 101720W/W100355

Sd/- Sd/- Sd/- Sd/-

Vijay Napawaliya Acharya Balkrishna Ram Bharat Sanjeev Kumar Asthana

Partner Chairman Managing Director Chief Executive Officer

Membership no. 109859 Place: Haridwar Place: Haridwar Place: Noida
Place: Mumbai DIN No. 01778007 DIN No. 01651754

Sd/- Sd/- Sd/-

Sanjay Kumar Ramji Lal Gupta Kumar Rajesh

Chief Financial Officer Company Secretary Head - Strategic Finance,

Special Projects and
Treasury Management
Date: January 7, 2022 Place: Indore Place: Indore Place: Mumbai

409
OTHER FINANCIAL INFORMATION

1. The audited standalone financial statements of our Company as at and for the six months period ended
September 30, 2021 and as at and for the fiscals ended March 31, 2021, March 31, 2020 and March 31,
2019 (“Audited Financial Statements”) are available at
http://ruchisoya.com/investors_stockExchange.php. Additionally, in the normal course of our business
and in accordance with the SEBI Listing Regulations, our Company on February 13, 2022, has disclosed
limited-review financial results as at and for the nine months period ended December 31, 2021,
(“Limited Review Financial Results”) and such Limited Review Financial Results are included in this
Prospectus as Annexure I. Further, the Limited Review Financial Results are available at
http://www.ruchisoya.com/financial/Financial_Results_31.12.2021.pdf. Our Company is providing
respective website links to the Audited Financial Statements with the requirements specified in the SEBI
ICDR Regulations. The Audited Financial Statements do not constitute, (i) a part of this Prospectus; or
(ii) a prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an
advertisement, an offer or a solicitation of any offer or an offer document to purchase or sell any securities
under the Companies Act, 2013, the SEBI ICDR Regulations, or any other applicable law in India or
elsewhere in the world. The Audited Financial Statements should not be considered as part of information
that any investor should consider to subscribe for or purchase any securities of our Company, or any
entity in which it or its shareholders have significant influence (collectively, the “Group”) and should
not be relied upon or used as a basis for any investment decision. None of the Group or any of its advisors,
nor any BRLMs, nor any of their respective employees, directors, affiliates, agents or representatives
accept any liability whatsoever for any loss, direct or indirect, arising from any information presented or
contained in the Audited Financial Statements, or the opinions expressed therein.

RELATED PARTY TRANSACTIONS

For details of the related party transactions, as per the requirements under applicable Accounting Standards i.e.,
Ind AS 24 ‘Related Party Disclosures’ for the six months period ended September 30, 2021, and for Fiscals 2021,
2020 and 2019, and is reported in the Restated Financial Statements, see “Restated Financial Statements — Note
39 ~ Related party relationships, transactions and balances”, on page 384.

1. The accounting ratios required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations are
given below:
(All amounts are in 2 lakhs, unless otherwise stated)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

as For the Forthe | For the year
aad year ended | year ended ended
September 31 March 31 March 31 March
30, 20210 2021 2020 2019
Earnings per equity share (Face Value of &2)
Basic EPS (in 2) * 11.42 23.02 876.88 104.54
Diluted EPS (in %)* 11.42 23.02 876.88 104.54
Return on Net Worth % * 27.72% 78.60% 4,950.60% (0.45)%
Net asset value per equity share (2) * 148.82 137.35 383.15 | _ (13,847.47)
Weighted average number of Equity Shares for 2,957.65 2,957.65 879.78 32.65
Basic Earnings Per Equity Share
Weighted average number of equity shares for 2,957.65 2,957.65 879.78 32.65
Diluted Earnings Per Equity Share
Net Profit after tax attributable to Owners (@ in 33,780.52 68,077.18 | 7,71,461.39 3,412.89
lakhs)
Share Capital (@ in lakhs) 5,915.29 5,915.29 5,915.29 6,529.41
Reserves (Other equity), as restated (in lakhs) | _4,34,238.63 | 4,00,325.99 | 3,31,174.86 | (4,58,608.56)
Total Equity, as restated (2 in lakhs) 4,40,153.92 | 4,06,241.28 | 3,37,090.15 | (4,52,079.15)
Net worth, as restated (@ in lakhs) 121,875.49 15,583.18 | (7,64,853.25)
* presented in two decimals
(1) These figures are not annualised.
2. The ratios on the basis of Restated Financial Statements have been computed as below:
Basic Earnings per share (%) = Net profit as restated, attributable to equity
shareholders / Weighted average number of
equity shares

 

 

 

410
 

 

Diluted Earnings per share (2) = Net profit as restated, attributable to equity
shareholders / Weighted average number of
dilutive equity shares

 

 

Return on net worth (%) = Net profit after tax, as restated / Net worth at
the end of the period

 

 

 

 

 

 

Net Asset Value (NAV) per equity share (2) = Total equity as restated at the end of the
period / Weighted average number of equity
shares

3 Weighted average number of equity shares is the number of equity shares outstanding at the

beginning of the period adjusted by the number of equity shares issued during the year multiplied
by the time weighting factor. The time weighting factor is the number of days for which the specific
shares are outstanding as a proportion of total number of days during the year. This has been
adjusted for all periods presented by giving effect to bonus and subdivision subsequent to the
balance sheet date.

4. Total Equity = Equity share capital + Other Equity (including Securities Premium and Surplus /
Deficit)

5. Net Worth = Paid up Share Capital + Capital Redemption Reserve + General Reserve + Security Premium
Account-Accumulated Losses + Retained Earnings (not considering the impact of Fair Valuation of assets as
per IND As as on April 1, 2015, Accumulated depreciation on fair valued depreciable assets and OCI
Remeasurement of defined benefit plans as on date), as per the restated statement of assets and liabilities of
the Company in the Restated Financial Statements

The above ratios have been computed on the basis of the Restated Financial Statements.

411
CAPITALISATION STATEMENT

The following table sets forth our capitalisation as at September 30, 2021, derived from our Restated Financial

Statements:

(in @ lakhs)

 

Particulars

Pre-Issue as at September 30,

As adjusted for the Issue**

 

‘Total Borrowings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Borrowing* 65,644.76) 65,644.76
INon-Current Borrowings*S 3,24,644.21 3,24,644.21
Total Borrowings (A) 3,90,288.97| 3,90,288.97
Total Equity

Equity Share Capital* 5,915.29 7,238.37
Other Equity* 4,34,238.63 8,62,915.55
‘Total Equity (B) 4,40,153.92 8,70,153.92
Total Capital (A) + (B) 8,30,442.89 12,60,442.89
Ratio: Non-Current Borrowings / Total Equity 0.74:1 0.37:1
Ratio: Total Borrowings/ Total Equity 0.89:1 0.45:1

 

 

 

* These terms shall carry the meaning as per Division IT of Schedule III of the Companies Act, 2013.

$ This includes current maturities of borrowing and difference between issue price and fair value of preference shares to be amortised over

the tenure classified under other financial liabilities.
“As adjusted for proposed offer column reflects changes in:~

@ Proceeds of fresh issue of @ 4,30,000 Lakh out of which 1,323.08 Lakh has been adjusted against equity share capital and

2 4,28,676.92 Lakh has been adjusted against other equity;

(ii) The other equity amount has not been adjusted for share issue expenses of proposed offer of equity shares.

412
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND 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, together with our Restated
Financial Statements as at and for the six months period ended September 30, 2021, the fiscal years ended March
31, 2021, March 31, 2020 and March 31, 2019 including the notes thereto and report thereon, forming part of
this Prospectus. Our Restated Financial Statements included in this Prospectus which have been prepared by us
in accordance with the requirements of the Companies Act, 2013 (and the rules framed thereunder), Ind AS and
the SEBI ICDR Regulations, each as amended from time to time. Ind AS differs in certain material respects from
IFRS, U.S. GAAP and GAAP in other countries. Accordingly, the degree to which our Restated Financial
Statements will provide meaningful information to a prospective investor is entirely dependent on the reader's
level of familiarity with Ind AS.

This discussion and analysis contain certain 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. As such, you
should also read “Risk Factors” and “Forward Looking Statements” beginning on pages 33 and 20, respectively,
which discusses a number of factors and contingencies that could affect our financial condition and results of
operations.

Our fiscal year ends on 31 March of each year. Accordingly, all references to a particular fiscal year, or “FY”,
are to the 12 months period ended 31 March of that year.

Unless otherwise indicated or the context otherwise requires, the financial information included herein is based
on our and derived from our Restated Financial Statements included in this Prospectus. For further information,
see “Restated Financial Statements” on page 321.

Unless otherwise indicated, industry and market data used in this section has been derived from industry
publications and other publicly available information, including, in particular the report titled “Report on Indian
Packaged Food Industry” prepared and issued by Technopak and commissioned by us. Also see, “Certain
Conventions, Use of Financial Information and Market Data and Currency of Presentation — Industry and Market
Data” on page 19.

Overview

Our Company is a diversified FMCG and FMHG focused company, with strategically located manufacturing
facilities and well recognised brands having pan India presence. We are one of the largest FMCG companies in
the Indian edible oil sector and one of the largest fully integrated edible oil refining companies in India. (Source:
Technopak Report) Being the pioneers and largest manufacturers of soya foods has aided our brand ‘Nutrela’ in
becoming a household and generic name in India. We are across the entire value chain in palm and soya segment,
with a healthy mix of upstream and downstream business. (Source: Technopak Report). We have been allocated
zones, to undertake palm plantation, by the Government, which assists us in backward integration of sourcing
palm oil. Ruchi Soya is the largest player in terms of allocated zones. Our integration also extends downstream to
the oleochemicals and other by-product and derivatives business. We are pioneers in soya chunks which are
associated with nutrition and good health. Leveraging upon the brand ‘Nutrela’, we have launched a range of
premium edible oils and blended edible oils and ‘Nutrela High Protein Chakki Atta’ and ‘Nutrela Honey’ in
Fiscal 2021. Further we have expanded our packaged food portfolio by acquiring the ‘Patanjali’ product portfolio
of biscuits, cookies, rusks, noodles, and breakfast cereals. In Fiscal 2022, we forayed into a niche and a high
growth FMHG segment with the launch of our Nutraceutical business. (Source: Technopak Report). We are also
into the wind power generation business, where the renewable power generated is used for sale and for captive
use. This also helps us to offset our carbon footprint, to the extent possible.

We are a part of the Patanjali group, one of India’s leading FMCG and health and wellness company. Their
portfolio includes health and ayurvedic products, cosmetics, processed food, beverages and juices, and personal
and home care products. We leverage Patanjali’s expertise and technical know-how in nutraceuticals and benefit
from the synergy in the research and development and the pan India distribution network.

For six months period ended September 30, 2021, Fiscal 2021, Fiscal 2020 and Fiscal 2019, our revenue from
operations and other income was ® 11,30,698.62 lakhs, = 16,38,297.71 lakhs, = 13,17,536.56 lakhs and =

413
12,82,925.56 lakhs respectively, our EBITDA was % 70,653.95 lakhs, = 1,01,836.98 lakhs, % 45,847.22 lakhs and
& 22,195.52 lakhs, our EBITDA margin as a percentage of total revenue was 6.25%, 6.22%, 3.48% and 1.73%
and our profit before exceptional item and tax was = 45,908.50 lakhs, = 51,440.02 lakhs, = 21,038.38 lakhs and =
7,672.01 lakhs respectively. Post the takeover by the Patanjali Group and implementation of the Patanjali
Resolution Plan, our Company has managed to turnaround/improve its operations and successfully generate
profits. For details in relation to the Patanjali Resolution Plan, see “History and Certain Corporate Matters
Patanjali Resolution Plan” on page 261. We benefit from our strong promoter pedigree. We leverage Patanjali
Ayurved Limited’s sourcing capabilities, technical know-how and benefit from Patanjali Ayurved Limited’s
synergy in portfolio of products of PAL and us, in-depth understanding of local markets, extensive experience in
manufacturing of FMCG products and trading and advanced logistics network in India.

Presentation of Financial Information

Prior to the implementation of the Patanjali Resolution Plan (i.e. December 18, 2019) as per SEBI Listing
Regulations, our Company was required to prepare Consolidated Financial Statements and accordingly prepared
the Consolidated Financial Statements up to Financial Year ended March 31, 2019 for disclosure to the Stock
Exchanges in terms of the SEBI Listing Regulations.

However, on and from the Implementation Date, being December 18, 2019: (i) in terms of the NCLT Order and
the Patanjali Resolution Plan, our Company was required to hold the Identified Entities only in the capacity of a
trustee “in trust and for the cost and benefit of the Identified Buyer”; (ii) in terms of the NCLT Order and the
Patanjali Resolution Plan, the current management of our Company and its Promoters are required to ensure that
our Company holds the Identified Entities only in capacity of a trustee “in trust and for the cost and benefit of the
Identified Buyer”; (iii) our Company ceased to exercise control as defined in Indian Accounting Standard 110
(Ind AS 110) — “Consolidated Financial Statements” on such Identified Entities on and from the Implementation
Date, being December 18, 2019; and (iv) the current management and Promoters assumed access to past financial
records of only our Company. Further, our Company also obtained an opinion dated February 13, 2020, from an
eminent firm of chartered accountants, with respect to our Company not exercising “control” (as defined in Indian
Accounting Standard 110 (Ind AS 110) — “Consolidated Financial Statements”) on the Identified Entities as such
entities were held in trust and for the cost and benefit of the Identified Buyer.

Accordingly, our Company did not prepare the consolidated financial statements on and from the Implementation
Date, being December 31, 2019. However, subsequent to the implementation of the Patanjali Resolution Plan (i.e.
the Implementation Date, being December 18, 2019) from the quarter ended December 31, 2019, the Company
‘was not required to prepare Consolidated Financial Statements, in terms of the NCLT Order, the Patanjali
Resolution Plan, the applicable Accounting Standards and the provisions of the SEBI Listing Regulations.

In light of the aforesaid, applicable accounting principles and applicable provisions of the SEBI ICDR
Regulations, for the purpose of the proposed Issue, our Company has carried out restatement of its accounts on a
standalone basis to ensure consistency of presentation, disclosures, and accounting policies in line with the latest
financial statements available. Therefore, the Restated Financial Statements included in this Prospectus are on a
standalone basis, as at and for the six-month period ended September 30, 2021 and as at and for the Fiscal ended
March 31, 2021, March 31, 2020, and March 31, 2019. Further, for ensuring that the Restated Financial Statements
provide a true and fair representation of the current financial position of our Company, certain adjustments have
been carried out and are elaborated in Note - 49 of the Restated Financial Statements on page 404 of this
Prospectus.

Significant Factors Affecting our Results of Operations.
Availability and price of raw materials

Our business operations are primarily dependent on availability of crude edible oils, oil seeds, organic omega (sea
buckthorn, flaxseed oil), natural spirulina, natural moringa, natural rosehip extracts, flour, sugar, preservatives,
flavours and packaging material used in the production of the majority of our products and our ability to procure
sufficient amounts of quality raw materials at commercially viable prices. Our cost of materials consumed
accounted for 78.69%, 85.77%, 85.86% and 86.16% of our total revenue from operations for six months period
ended September 30, 2021, Fiscals 2021, 2020 and 2019, respectively. We have long standing relationships with
certain of our suppliers although we do not have any long-term contracts with such third party suppliers for
procurement of our raw materials. We procure our raw materials either in the domestic markets or import the same
from favourable overseas jurisdiction. We purchase the same either on spot or forward basis.

414
The availability and price of raw materials is subject to a number of factors beyond our control including overall
climatic and economic conditions, production levels, supply demand and competition for such materials,
production and transportation cost, taxes and duties, international relations, labour costs, labour unrest and natural
disasters. Interruption of, or a shortage in the supply of, raw materials may result in our inability to operate our
production facilities at optimal capacities, leading to a decline in production and sales. In addition, while
competition for procuring raw material may result in an increase in raw material prices, our ability to pass on such
increases in overall operational costs may be limited. Furthermore, any increase in the cost of raw materials which
results in an increase in prices of our products, may reduce demand for our products and thereby affect our margins
and profitability.

Additionally, considering the seasonal nature of some of our raw materials, we are required to procure and
warehouse such raw materials for our production activities throughout the year. However, if such warehoused raw
materials get spoilt, it may affect production levels, consequently impacting our results of operations and financial
conditions.

Foreign exchange fluctuations and Commodity price fluctuations

A significant portion of our raw materials are imported. We primarily import crude palm oil and in certain years
we have also imported Degummed Soybean Oil and RBD Palmolein. Our imported raw materials constituted
42.00%, 30.00%, 28.19% and 26.22% of our total raw material purchase in for six months period ended September
30, 2021, fiscal years 2021, 2020 and 2019, respectively.

Our raw materials primarily being agricultural products are produced on a seasonal basis. However, the same are
required by us throughout the year. We purchase a part of our raw materials during the harvesting season and the
balance is purchased on ongoing basis either in spot market or on forward basis. Typically, the price of raw
material which is purchased by us during the off season is higher than the price of raw material purchased by us
during the harvesting season as the market price takes into consideration the storage cost, carrying cost and other
incidental costs. However, the market price of raw material may not always behave in this fashion as the market
price is also affected by number of other factors including demand and supply, exports tariffs by exporting
countries (such as Malaysia and Indonesia for crude palm oil), import tariffs imposed by India, global price of
raw materials, transportation disruptions, weather conditions, exchange fluctuations, transportation cost, etc.,
Hence there can be significant fluctuations in prices of the raw materials. E.g., the crude palm oil was trading at
2645.10 per 10 kg as on April 1, 2020 which increased to 21,132.4 per 10 kg on 31 March 2021 (Source:
www.mcxindia.com). In case the market price of raw materials fall post harvesting season, then we will suffer
losses to the extent of inventory of raw materials. Further the price of raw materials that we import is generally
linked to the price to traded price on commodity exchange linked to the country/region of export but the prices in
India are linked to the traded price on Indian commodity exchanges such as NCDEX/MCX. There can be
difference in commodity prices at domestic and international exchanges as the factors affecting the prices on each
exchange are different and also due to exchange rate fluctuation. We hedge our exposure of imported item by
entering into contact on Indian commodity exchanges, however, as stated earlier, the price movement may not be
identical in both the exchanges and hence we remain susceptible on losses on such hedging contracts. Further, we
may not be able to hedge all of our exposure as the availability of hedge is dependent upon number of factors
including open interest, single client limits etc.

There is no established correlation between prices of our raw materials and finished products and hence price of
finished products may not move in line with price of the raw materials. Although we try to pass on the movement
in price of raw materials to our customers, however we may not be able to do it all the time as we fix prices of our
fixed products keeping in mind numbers of factors including our manufacturing cost, price of products prevailing
on commodity exchanges, pricing behaviour of our competitors etc.

Government policies and levies
Government policies have a significant impact on our business.

Export duties and levies (“Tariffs”): Tariffs are imposed by exporting nations and Government of India imposes
import duty on certain raw materials. Further such tariffs are revised by the applicable Government on time-to-
time basis. Changes in Tariffs impact our business. eg., Indonesia, a large exporter of crude Palm Oil has increased
the export duty on crude palm oil from $3 per metric tonne to $33 per metric tonne with effect from November
30, 2020. Further with effect from December 10, 2020, the Indonesian government increased the export levy on
crude palm oil from $55 per metric tonne to $180 per metric tonne. Further, in July 2021, the Government of India

415
reduced customs duty on crude palm oil from 35.75% to 30.25% and refined palm oil from 49.5% to 41.25%.
Pricing and availability of imported raw materials can be impacted due to government policies.

Import Export Policy: The Indian import/export policy is regulated by Directorate General of Foreign Trade.
Under this policy, products are classified in three categories — (i) “Free” — products which can be imported without
any government approval; (ii) “Restricted” - products which can be imported with government approval; and (iii)
“Prohibited” - products which cannot be imported. Changes in the Import/Export policy are typically based on
either commercial decision or the trade policy. The trade policy could change based on multiple factors including
political relationship amongst importing and exporting countries. For example, on January 8, 2020, Government
of India moved refined bleached deodorised palm oil and refined bleached deodorised palmolein from ‘Free’ to
“Restricted’. Accordingly, an importer will have to take approval of the Government of India for import of these
products. Under the Import/Export policy the Government of India can also ban exports of certain products.

Competition

International and domestic competition may adversely affect our business and results of operations. Some of our
competitors may have greater financial, technical and managerial resources, greater access to raw materials and
customers, better know-how and superior manufacturing facilities than we have. Competition emerges not only
from the branded sector but also from the unorganised sector and from both small and big players. In the biscuits
segment, we face competition from various domestic and multinational companies in India, some of which have
larger market presence compared to us. Our competitors include Kuok, Cargill, Bunge, Cargill, Adani Wilmar,
Conagra, National Dairy Development Board of India, Kaleeshwari Oil Mills Limited, Gokul, Emami, Liberty
Oils Mills Vippy Industries Limited, Prestige Feed Mills and ADM Agro Industries Limited, (Source: Technopak
Report). supply of processed and semi- processed dough-based offerings. In this segment, we face competition
from in-house commissaries and other smaller players.

New products and Business

In Fiscal 2021, leveraging the high brand recall of our brand ‘Nutrela’ associated with nutrition and good health,
we launched Nutrela High Protein Chakki Atta and Nutrela Honey. The Company has also recently acquired the
(a) biscuits, cookies, rusks, product portfolio (“Biscuits Business”) from Patanjali Natural Biscuits Private
Limited pursuant to the Biscuits Business Transfer Agreement, the biscuit business undertaking of Patanjali
Natural Biscuits Private Limited has been transferred to our Company for cash consideration of 6,002.50 lakhs
and (b) noodles and breakfast cereals by an assignment agreement from PAL at a lumpsum consideration of
2350.00 lakhs. The Biscuits Business Transfer Agreement additionally ensures that till our Promoters continue to
be our Promoters, Patanjali Natural Biscuits Private Limited shall not, directly or indirectly, in any capacity carry
on or participate or be engaged or interested in any business which is competing to the Biscuits Business in India
or enter into joint ventures, partnerships, associations, consultancy or other relationships (directly or indirectly)
with a third party in relation to a competing Biscuits Business in India. For further details of the Business Transfer
Agreement and the assignment agreement from PAL, see “History and Other Corporate Matters” beginning on
page 259.

The biscuits business will use the brand name ‘Patanjali’ for its products. The Brand name ‘Patanjali’ is owned
by one of our promoters, PAL and our Company has been granted a non-transferable non-exclusive non-sub
licensable and restricted license to use the Brand for the Biscuits Business pursuant to the Brand License
Agreement. While PAL shall retain the right to oversee the use of the Brand by our Company for the preservation
of the culture, reputation and value associated with the Brand, our Company is to pay a royalty of 0.5% on the
total net invoices sales on a quarterly basis to PAL for use of the Brand.

Brand license agreement executed between Patanjali Ayurved Limited (“PAL”) and our Company dated May
11, 2021 (“Biscuits Brand License Agreement”)

Pursuant to the Biscuits Brand License Agreement, PAL has granted a non-transferable non-exclusive non-sub
licensable and restricted license of their intellectual property to our Company.

Term. The Biscuits Brand License Agreement shall continue unless terminated by either PAL or our Company in
accordance with Biscuits Brand License Agreement.

Quality Control. PAL shall retain the right to oversee the use of the intellectual property by our Company for the
preservation of the culture, reputation and value associated with the same.

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Use of Marks. We are permitted to use the intellectual property including trademarks under class 30, 35 and 39
for the following Patanjali, Doodh Label with Patanjali Logo, Doodh Label, Patanjali Creamfeast, Patanjali Twisty
Tasty, Patanjali Paushtik Marie and Aarogya and copyrights for Patanjali (both English and Hindi logo), to be
used in connection with or in association with namkeen biscuits, jeera cookies, twisty tasty, digestive cookies
(whole wheat), top lite biscuits, nutty delite, doodh biscuit, butter cookies, cashew cookies, aarogya biscuit, nariyal
biscuit, marie biscuit, paushtik marie, creamfeast elaichi, creamfeast choco, creamfeast orange, creamfeast
chocolates, high kick cracker, crunchy coconut cookies, atta doodh rusk and suji elaichi rusk.

Payments. We have to pay a royalty of 0.5% on the total net invoices of sales on a quarterly basis to PAL for use
of the intellectual property.

No royalty has been paid till date as the Biscuits Brand License Agreement was entered into on May 11, 2021 and
the payment of royalty is stipulated on a quarterly basis under the Biscuits Brand License Agreement.

Transfer and Charges. We are not permitted to transfer or permitted to sub-license the marks to any third party
or otherwise allow them to use the intellectual property.

Indemnity. In case of breach of terms of the Biscuits Brand License Agreement by one party which may lead to
any liabilities, damages, costs, charges, expenses, (including reasonable attorney fees) claims, demands, actions
and/or losses of any nature whatsoever to the other party, the party causing such liabilities, damages, costs,
charges, expenses, (including reasonable attorney fees) claims, demands, actions and/or losses of any nature
whatsoever shall indemnify the other party, its directors, shareholders and its affiliates.

Termination. The Biscuits Brand License Agreement may be terminated based on the mutual agreement of both
the parties.

It can be terminated in case of breach of the terms, warranties and or covenants of the Biscuits Brand License
Agreement and defaulting party fails to remedy the breach within a period of 30 days.

PAL can also terminate the Biscuits Brand License Agreement to our Company, in case (i) without any notice
upon change in the existing management or promoters of our Company; (ii) without any notice our Company at
any time making any arrangements or compositions with our creditors; (iii) by providing a notice of 30 days to
our Company, our Company at any time post the execution date, enters into in any scheme of arrangement; (iv)
without any notice our Company at any time post the execution date being adjudicated/declared insolvent/
bankrupt by a competent authority; (v) without any notice an order made by the competent authority ordering the
winding up of our Company whether voluntarily or otherwise.

Brand license agreement executed between Patanjali Ayurved Limited (“PAL”) and our Company dated June
2, 2021 (“Nutraceuticals Brand License Agreement”) read along with addendum dated June 29, 2021
(“Addendum to Nutraceuticals Brand License Agreement”) and amendment agreement to the brand license
agreement dated February 15, 2022 (“Addendum Agreement to the Nutraceuticals Brand License Agreement”)

Pursuant to the Nutraceuticals Brand License Agreement read with Addendum to Nutraceuticals Brand License
Agreement, PAL has granted a non-transferable non-exclusive, non-sub licensable and restricted license of their
intellectual property to our Company.

Term. The Nutraceuticals Brand License Agreement shall commence on June 2, 2021 and shall continue unless
terminated in accordance Nutraceuticals Brand License Agreement.

Quality Control. PAL shall retain the right to oversee the use of the intellectual property by our Company for the
preservation of the culture, reputation and value associated with the same.

Use of Marks. We are permitted to be use the intellectual property including trademarks under class 5 for the
following Patanjali and copyrights for Patanjali (both English and Hindi logo), to be used in connection with or
in association with Nutrela VIT B12 Natural, Nutrela Iron Complex Natural, Nutrela VIT D2 K Natural, Nutrela
Bone Health Natural, Nutrela Diabetic Care, Nutrela Renal Care, Nutrela Ortho Care, Nutrela Cancer Care,
Nutrela Mother's Plus, Nutrela Prostate Care, Nutrela Liver Care, Nutrela Piles Care, Nutrela Cough & Cold Care,
Nutrela Male Vitality, Nutrela Female Vitality, Nutrela Female's Pride, Nutrela 100% Whey Performance, Nutrela
Isopure Gold, Nutrela Natural EAA Bars, Nutrela Weight Gain, Nutrela Men's Superfood, Nutrela Women's
Superfood, Nutrela Kids Superfood, Nutrela Slim Choice, Nutrela Daily Active, Nutrela Daily Energy, Nutrela

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Women Daily Vital, Nutrela Kid's Daily Vital, Nutrela Omega 3,6,7,9 Organic, Nutrela Collagen Beauty, Nutrela
VIT C + Zinc Natural Chew Tab and Nutrela Spirulina Natural.

Payments. We have to pay a royalty of 1% on the total net manufactured volume on a quarterly basis to PAL for
use of the intellectual property.

No royalty has been paid till date as the Nutraceuticals Brand License Agreement was entered into on June 2,
2021 and the payment of royalty is stipulated on a quarterly basis under the Nutraceuticals Brand License
Agreement.

Transfer and Charges. We are not permitted to transfer or permitted to sub-license the marks to any third party or
otherwise allow them to use the intellectual property.

Indemnity. In case of breach of terms of the Nutraceuticals Brand License Agreement by one party which may
lead to any liabilities, damages, costs, charges, expenses, (including reasonable attorney fees) claims, demands,
actions and/or losses of any nature whatsoever to the other party, the party causing such liabilities, damages, costs,
charges, expenses, (including reasonable attorney fees) claims, demands, actions and/or losses of any nature
whatsoever shall indemnify the other party, its directors, shareholders and its affiliates.

Termination. The Nutraceuticals Brand License Agreement may be terminated based on the mutual agreement of
both the parties.

Tt can be terminated in case of breach of the terms, warranties and or covenants of the Nutraceuticals Brand
License Agreement and defaulting party fails to remedy the breach within a period of 30 days.

Further, PAL can terminate the Nutraceuticals Brand License Agreement without any notice to our Company, in
case (i) upon change in the existing management or promoters of our Company; (ii) our Company at any time
making any arrangements or compositions with our creditors; (iii) our Company at any time post the execution
date, enters into in any scheme of arrangement; (iv) our Company at any time post the execution date being
adjudicated/declared insolvent/ bankrupt by a competent authority; (v) an order made by the competent authority
ordering the winding up of our Company whether voluntarily or otherwise.

Brand license agreement executed between Patanjali Ayurved Limited and our Company dated June 2, 2021
(“Breakfast Cereals and Noodles Brand License Agreement”)

Pursuant to the Breakfast Cereals and Noodles Brand License Agreement, PAL has granted a non-transferable
non-exclusive non-sub licensable and restricted license of their intellectual property to our Company.

Term. The Breakfast Cereals and Noodles Brand License Agreement shall commence on June 2, 2021 and shall
continue unless terminated in accordance with Breakfast Cereals and Noodles Brand License Agreement.

Quality Control. PAL shall retain the right to oversee the use of the intellectual property by our Company for the
preservation of the culture, reputation and value associated with the same.

Use of Marks. We are permitted to be use the intellectual property including trademarks under class 30, 35 and 39
for the following Patanjali and Chocolious and copyrights for Patanjali (both English and Hindi logo), to be used
in connection with or in association with chocos, chocolious chocos fill pillow, cornflakes, oats, choco flakes,
instant wheat dalia, muesli, noodles and cup noodles.

Payments. We have to pay a royalty of 0.5% on the total net invoices sales on a quarterly basis to PAL for use of
the intellectual property.

No royalty has been paid till date as the Breakfast Cereals and Noodles Brand License Agreement was entered
into on June 2, 2021 and the payment of royalty is stipulated on a quarterly basis under the Breakfast Cereals and
Noodles Brand License Agreement.

Transfer and Charges. We are not permitted to transfer or permitted to sub-license the marks to any third party or
otherwise allow them to use the intellectual property.

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Indemnity. In case of breach of terms of the Breakfast Cereals and Noodles Brand License Agreement by one
party which may lead to any liabilities, damages, costs, charges, expenses, (including reasonable attorney fees)
claims, demands, actions and/or losses of any nature whatsoever to the other party, the party causing such
liabilities, damages, costs, charges, expenses, (including reasonable attorney fees) claims, demands, actions and/or
losses of any nature whatsoever shall indemnify the other party, its directors, shareholders and its affiliates.

Termination. The Breakfast Cereals and Noodles Brand License Agreement may be terminated based on the
mutual agreement of both the parties and defaulting party fails to remedy the breach within a period of 30 days.

It can be terminated in case of breach of the terms, warranties and or covenants of the Breakfast Cereals and
Noodles Brand License Agreement.

Further, PAL can terminate the Breakfast Cereals and Noodles Brand License Agreement without any notice to
our Company, in case (i) upon change in the existing management or promoters of our Company; (ii) our Company
at any time making any arrangements or compositions with our creditors; (iii) our Company at any time post the
execution date, enters into in any scheme of arrangement; (iv) our Company at any time post the execution date
being adjudicated/declared insolvent/ bankrupt by a competent authority; (v) an order made by the competent
authority ordering the winding up of our Company whether voluntarily or otherwise.

Brand license agreement executed between Patanjali Ayurved Limited (“PAL”) and our Company dated June
29, 2021 (“Edible Oil Brand License Agreement”)

Pursuant to the Edible Oil Brand License Agreement, PAL has granted a non-transferable non-exclusive, non-sub
licensable and restricted license of their intellectual property to our Company.

Term. The Edible Oil Brand License Agreement shall commence on June 29, 2021 for a term of five years.

Use of Marks. We are permitted to be use the intellectual property including trademarks under class 29 and 30 for
Patanjali and copyrights for Patanjali (both English and Hindi logo), to be used in connection with or in association
with soybean refined oil, sunflower oil and mustard oil.

Payments. We have to pay a royalty of % 5 per tin / jar plus GST on the net invoiced sales on a quarterly basis to
PAL for use of the intellectual property. The royalty will be charged in respect to total sales of such license
products through our distribution network and no royalty is payable on direct sales of edible oils to PAL.

No royalty has been paid till date as the Edible Oil Brand License Agreement was entered into on June 29, 2021
and the payment of royalty is stipulated on a quarterly basis under the Edible Oil Brand License Agreement.

Transfer and Charges. We are not permitted to transfer or permitted to sub-license the marks to any third party or
otherwise allow them to use the intellectual property.

Termination. PAL can terminate the Edible Oil Brand License Agreement without any notice to our Company, in
case (i) upon change in the existing management of our Company; (ii) our Company at any time making any
arrangements or compositions with our creditors; (iii) our Company at any time post the execution date being
adjudicated/declared insolvent/ bankrupt by a competent authority; (iv) an order made by the competent authority
ordering the winding up of our Company whether voluntarily or otherwise; and (v) upon breach of any or all the
terms and conditions and stipulations contained in the Edible Oil Brand License Agreement.

Indemnity. Our Company is liable to indemnify PAL, its officers, directors, agents and employees against all costs,
expenses and losses (including reasonable attorneys’ fine and cost) incurred through claims of third parties against
PAL based on the manufacture or sale of the products using the intellectual property licensed under the Edible Oil
Brand License Agreement, including but not limited to actions founded on product liability.

Contract Manufacturing Agreement executed between our Company and Patanjali Ayurved Limited (“PAL”)
dated June 2, 2021 (“Contract Manufacturing Agreement”) read along with addendum dated August 14, 2021
(“Addendum to Contract Manufacturing Agreement”) read along with addendum dated February 15, 2022
(“Addendum to Contract Manufacturing Agreement”)

Pursuant to the Contract Manufacturing Agreement read with Addendum to Contract Manufacturing Agreement,
our Company has engaged with PAL for manufacturing, packaging along with labelling (“Activities”) of

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nutraceutical products of our Company including Nutrela Weight Gain, Nutrela Isopure Gold 1 Kg, Nutrela
Isopure Gold 2 Kg, Nutrela Daily Energy, Nutrela 100% Whey Performance 1 Kg, Nutrela 100% Whey
Performance 2 Kg, Nutrela Daily Active, Nutrela Bone Health Natural, Nutrela VIT B12 Natural, Nutrela Iron
Complex Natural, Nutrela Vit D2 K Natural (In Two Flavour Vanilla & Orange), Nutrela VIT C + Zinc Natural
Chew Tab, Nutrela Spirulina Natural, Nutrela Men's Superfood, Nutrela Women's Superfood, Nutrela Kids
Superfood, Nutrela Diabetic Care, Nutrela Veg Collagen Powder, Nutrela Collagenprsh Skin Super Food, Nutrela
Renal Care, Nutrela Mother's Plus, Nutrela Slim Choice, Nutrela Women Daily Vital, Nutrela Veg Collagen
Powder, Nutrela Weight Gain 2 kg, Nutrela Isoveda 2 Kg, Nutrela Ortho care 360 g, Nutrela Peanut Butter,
Nutreala Natural Moringa Tablets, Nutrela Almond Spread, Nutrela Hazelnut Spread, Nutrela Veg Collagen
Builder, Nutrela Veg Collagen Powder, Nutrela Super Antioxidant Capsules, Nutrela Sugar Free Tablets, Nutrela
Isoveda 1 Kg.

Term. The Contract Manufacturing Agreement shall continue unless terminated in accordance with Contract
Manufacturing Agreement.

Payments. Our Company is to pay compensation for Activities as agreed upon for each product pursuant to PAL.
raising an invoice against our Company.

Quality Control. The Activities undertaken by PAL would be in accordance with the specifications provided by
our Company. All raw material for the products as well as packaging material procured by our Company and
provided to the PAL at its manufacturing unit.

Termination. The Contract Manufacturing Agreement can be terminated (a) by the mutual written consent of the
Parties; (b) in case of non-performance of the terms; (c) in case of insolvency or bankruptcy of either party; (d)
PAL ceases to carry on its business and or its license, registration or permits are revoked, cancelled or terminated
for any reason whatsoever; (e) there is change in ownership or management of PAL or our Company; (f) PAL is
not following the specifications directed by the Company or does not accord with standards prescribed under
Applicable Laws / FSSA/Drug & Cosmetic Act; (g) in the event either party commits a material breach of any of
the terms of the agreement; (h) in the event any regulatory authority or agency prevents, restricts or prohibits
either of the parties from executing, delivering or performing its obligations under the Contract Manufacturing
Agreement; (i) by either Party serving a termination notice to the other.

Indemnity. Our Company has the right to claim the damages, losses, penalties occurred to us caused by including
but not limited to manufacturing defect.

Audit. PAL agrees to maintain and provide to Company, upon Company’s request, access to complete and accurate
records: (i) relating to the Products and the Services, including without limitation records relating to any rejected
Product; (ii) as required to be maintained by applicable laws and regulations; and (iii) as reasonably requested by
Company to be maintained by the manufacturer.

Exclusivity. PAL supplies the products to our Company at the exclusion of any other party and within the terms
of the Contract Manufacturing Agreement will not supply the products to any other body corporate, firms, retailer,
distributor either directly or indirectly during the term of the agreement.

Non-Compete. PAL shall not, directly or indirectly, in any capacity carry on or participate or be engaged or
interested in any business relating to certain nutraceutical products in India or enter into joint ventures,
partnerships, associations, consultancy or other relationships (directly or indirectly) with a third party in relation
to certain nutraceutical products in India, till our Promoters continue to be our Promoters.

Transfer. PAL is not entitled to transfer or assign, partially or entirely, any of its rights or obligation under the
Contract Manufacturing Agreement to another without prior written consent from our Company. However, our
Company is entitled to assign its rights, obligation hereunder to any of its affiliates, subsidiary, and group
companies.

Take or Pay agreement executed between our Company, Patanjali Ayurved Limited (“PAL”) and SBICap

Trustee Company Limited dated January 17, 2020 read with First Supplement and Amendment Agreement to
Take or Pay Agreement dated July 21, 2020.

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The Take or Pay Agreement was entered into to ensure sufficient cash flows of our Company for timely repayment
of the facilities by assured capacity utilization of the 15 refining units owned by our Company for a term of 10
years.

SBI Cap Trustee Company Limited (“Security Trustee”) has been appointed by the lenders i.e., Union Bank of
India, Punjab National Bank, Canara Bank (erstwhile Syndicate Bank), Indian Bank (erstwhile Allahabad Bank)
and State Bank of India as the security trustee to act for the benefit and on behalf of the lenders of our Company.
As stipulated under the Take or Pay Agreement, the Company and PAL have undertaken that they will provide
schedule of every plant’s production capacity reserved for PAL to the Security Trustee on a quarterly basis.
Further, the Security Trustee has a right to compel specific performance of the terms of the Agreement in event
of breach of terms of the same by the Company or PAL. The Company’s rights and benefits under the Agreement
are assigned in favour of the Security Trustee pursuant to the terms of the Take or Pay Agreement and hence the
fixed fee for allowing PAL to produce consequent to the Company reserving its production capacity being (a) =
15,000 lakhs for the first two years; (b) = 17,500 lakhs for the third year; and (c) = 20,000 lakhs for the pendency
of the Take or Pay Agreement will utilised towards the repayment obligation of the Company under the term loan
facility agreement dated December 12, 2019 and the COVID-19 emergency credit line.

Term. The Take or Pay Agreement is valid for a term of 10 years from the execution date.

Operating Standards. The raw material, packaging material, consumables, etc, for production of the PAL products
are to be supplied by PAL, additionally, PAL shall also reimburse our Company for other manufacturing expenses
such as electricity, fuel, labour cost, etc.

Termination. The Take or Pay Agreement can be terminated with the mutual consent of the parties and SBICAP
Trustee Company Limited.

Payment. PAL pays a fixed fee for such production (a) = 15,000 lakhs for the first two years of the Take or Pay
Agreement; (b) = 17,500 lakhs for the third year of the Take or Pay Agreement; and (c) = 20,000 lakhs for the
pendency of the Take or Pay Agreement, such fixed fee is to be paid by PAL to our Company irrespective of any
default committed by our Company or subsistence of any dispute between our Company and PAL.

Distributor Agreement executed between our Company and Patanjali Ayurved Limited (“PAL”) dated June 2,
2021 (“Distributor Agreement”)

Pursuant to the Distributor Agreement, PAL is appointed as a non-exclusive authorised distributor of our
Company.

Term. The Distributor Agreement shall continue unless terminated in accordance with the terms of Distributor
Agreement.

Engagement. PAL can further engage any sub-distributor, super distributor and/or any exclusive store.

Payment. PAL is entitled to a profit margin on the products as decided and communicated by our Company from
time to time.

Termination. Our Company has the right to terminate the Distributor Agreement immediately upon happening of
one or more of the following events: (a) should PAL, in the opinion of our Company, become incapable of
providing the services / facilities under the Distributor Agreement and the duties thereunder, or should PAL
position at any time be such as in the absolute discretion of our Company render it inexpedient to continue to act
as its distributor; (b) should there be any alteration in the composition or constitution of PAL unless such alteration
shall have first been agreed to by our Company in writing; (c) should PAL fail to carry out any instructions given
to it for proper working of the Distributor Agreement within specified period after being required in writing by
our Company to do so; (d) should PAL default under or fail in performance of any material term or condition of
the Distributor Agreement or otherwise be in material breach of the Distributor Agreement; or (e) Should PAL
misbehaves with the employees of our Company / Super Distributor, Channel partner, retailers/ customers.

Sales Target. PAL is assigned product-wise and territory-wise targets by our Company for each month.

Ownership. The ownership of the products will be transferred to PAL upon delivery.

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Use of Intellectual Property. PAL is not permitted to use the trademarks and other intellectual property rights of
our Company other than in connection with the distribution or selling of the products.

Indemnity. In case of breach of terms of the Distributor Agreement by one party which may lead to any liabilities,
damages, costs, charges, expenses, (including reasonable attorney fees) claims, demands, actions and/or losses of
any nature whatsoever to the other party, the party causing such liabilities, damages, costs, charges, expenses,
(including reasonable attorney fees) claims, demands, actions and/or losses of any nature whatsoever shall
indemnify the other party, its directors, shareholders and its affiliates.

Confidentiality. Each party shall hold in confidence and shall not divulge, disclose or communicate to any third
party any confidential information of a written or oral nature, which is received by it from the other party.

Super Distributor Agreement executed between Patanjali Ayurved Limited (“PAL”) and our Company dated
June 29, 2021(“PAL Super Distributor Agreement”)

Pursuant to the PAL Super Distributor Agreement, our Company is appointed as a non-exclusive authorised super
distributor of PAL for selling/trading of gazak & rewari, gift pack, gulab jamun, hard boiled candy, jam, ketchup,
ladoo, namkeen, pickle, rasgulla and sonpapdi (“PAL Products”) across India on a non-exclusive basis.

Term. The PAL Super Distributor Agreement shall remain valid unless terminated in accordance with the terms
thereof.

Engagement. Under the terms of the PAL Super Distributor Agreement, our Company will distribute and sell,
PAL Products through our own distribution network. Our Company is free to appoint any sub-distributor, super
distributor and/or any exclusive store to expand our distribution network.

Payment. Our Company is required to purchase the PAL Products against 100% advance and if the sale is on
credit basis, then our Company is required to pay the outstanding amount within 15 days from the date of receiving
the PAL Products. Our Company is entitled to a profit margin on the products as decided and communicated by
PAL from time to time.

Sales Target. Our Company is assigned product-wise and territory-wise targets by PAL for each month.
Ownership. The ownership of the products will be transferred to our Company upon delivery.

Use of Intellectual Property. Our Company is not permitted to use the trademarks and other intellectual property
rights of PAL other than in connection with the distribution or selling of the PAL Products.

Confidentiality. Each party shall hold in confidence and shall not divulge, disclose or communicate to any third
party any confidential information of a written or oral nature, which is received by it from the other party

Termination. PAL has the right to terminate the PAL Super Distributor Agreement immediately upon happening
of one or more of the following events: (a) should our Company, in the opinion of PAL, become incapable of
providing the services / facilities under the PAL Super Distributor Agreement and the duties thereunder, or should
our Company position at any time be such as in the absolute discretion of PAL render it inexpedient to continue
to act as its distributor; (b) should there be any alteration in the composition or constitution of our Company unless
such alteration shall have first been agreed to by PAL in writing; (c) should our Company fail to carry out any
instructions given to it for proper working of the PAL Super Distributor Agreement within specified period after
being required in writing by PAL to do so; (d) should our Company default under or fail in performance of any
material term or condition of the PAL Super Distributor Agreement or otherwise be in material breach of the PAL
Super Distributor Agreement; or (e) should our Company misbehaves with the employees of PAL, channel
partner, retailers/ customers.

Indemnity. Our Company and PAL shall indemnify the other party (including its management, directors,
officers, employees, agents, advisors etc.) inter-alia for any breach of representation and/or warranty or failure
of performance pursuant to the terms of the PAL Super Distributor Agreement for any liabilities, damages,
costs, charges, expenses, (including reasonable attorney fees) claims, demands, actions and/or losses of any
nature whatsoever to the other party.

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Super Distributor Agreement executed between Divya Pharmacy (a business undertaking of Divya Yog Mandir
Trust) and our Company dated June 29, 2021(“Divya Pharmacy Super Distributor Agreement”)

Pursuant to the Divya Pharmacy Super Distributor Agreement, our Company is appointed as a non-exclusive
authorised super distributor of Divya Pharmacy for selling/trading of divya cold & cough drops (“Divya Pharmacy
Products”) across India on a non-exclusive basis.

Term. The Divya Pharmacy Super Distributor Agreement shall remain valid unless terminated in accordance with
the terms thereof.

Engagement. Under the terms of the Divya Pharmacy Super Distributor Agreement, our Company will distribute
and sell, Divya Pharmacy Products through our own distribution network. Our Company is free to appoint any
sub-distributor, super distributor and/or any exclusive store to expand our distribution network.

Payment. Our Company is required to purchase the Divya Pharmacy Products against 100% advance and if the
sale is on credit basis, then our Company is required to pay the outstanding amount within 15 days from the date
of receiving the Divya Pharmacy Products. Our Company is entitled to a profit margin on the products as decided
and communicated by Divya Pharmacy from time to time.

Sales Target. Our Company is assigned product-wise and territory-wise targets by Divya Pharmacy for each
month.

Ownership. The ownership of the products will be transferred to our Company upon delivery.

Use of Intellectual Property. Our Company is not permitted to use the trademarks and other intellectual property
rights of Divya Pharmacy other than in connection with the distribution or selling of the Divya Pharmacy Products.

Confidentiality. Each party shall hold in confidence and shall not divulge, disclose or communicate to any third
party any confidential information of a written or oral nature, which is received by it from the other party

Termination. Divya Pharmacy has the right to terminate the Divya Pharmacy Super Distributor Agreement
immediately upon happening of one or more of the following events: (a) should our Company, in the opinion of
Divya Pharmacy, become incapable of providing the services / facilities under the Divya Pharmacy Super
Distributor Agreement and the duties thereunder, or should our Company position at any time be such as in the
absolute discretion of Divya Pharmacy render it inexpedient to continue to act as its distributor; (b) should there
be any alteration in the composition or constitution of our Company unless such alteration shall have first been
agreed to by Divya Pharmacy in writing; (c) should our Company fail to carry out any instructions given to it for
proper working of the Divya Pharmacy Super Distributor Agreement within specified period after being required
in writing by Divya Pharmacy to do so; (d) should our Company default under or fail in performance of any
material term or condition of the Divya Pharmacy Super Distributor Agreement or otherwise be in material breach
of the Divya Pharmacy Super Distributor Agreement; or (e) should our Company misbehaves with the employees
of Divya Pharmacy, channel partner, retailers/ customers.

Indemnity. Our Company and Divya Pharmacy shall indemnify the other party (including its management,
directors, officers, employees, agents, advisors etc.) inter-alia for any breach of representation and/or warranty or
failure of performance pursuant to the terms of the Divya Pharmacy Super Distributor Agreement for any
liabilities, damages, costs, charges, expenses, (including reasonable attorney fees) claims, demands, actions and/or
losses of any nature whatsoever to the other party.

Assignment agreement executed between Patanjali Ayurved Limited (“PAL”) and our Company dated June 2,
2021 (“Patanjali Assignment Agreement”)

Pursuant to the Patanjali Assignment Agreement, PAL has assigned its rights and obligations under certain
contract manufacturing agreement with various third parties for the purposes of manufacturing of Noodles and
various breakfast cereals products to our Company.

Payment. The cash consideration for the Patanjali Assignment Agreement was % 350.00 lakhs.

Non-compete. PAL shall not, directly or indirectly, in any capacity carry on or participate or be engaged or
interested in any business relating to certain noodles and breakfast cereals products in India or enter into joint

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ventures, partnerships, associations, consultancy or other relationships (directly or indirectly) with a third party in
relation to a certain noodles and breakfast cereals products in India, till our Promoters continue to be our
Promoters.

Purchase agreement executed between Patanjali Ayurved Limited (“PAL”), and our Company dated December
24, 2021.

Pursuant to the Purchase Agreement our Company has engaged with PAL for process, packaging along with
labelling and selling the manufactured and packed product. Our Company retains all liability for production, its
personnel, safety, facilities and other items associated with the Services.

Term: The Purchase Agreement shall continue up to 3 (three) year and is subject to early termination in accordance
with the Purchase Agreement.

Quality Control: All activities of procurement, processing, handling and packaging the product will be undertaken
by our Company under the brand of Patanjali.

Termination: The Purchase Agreement- can be terminated (a) by either party giving the opposite party not less
than 30 days’ notice (b) failure of our company to meet product specifications (c) a material breach by the either
party of any of the other terms of this Agreement that is not remedied within thirty (30) days after receipt of
written notification (d) three or more material breaches in any consecutive twelve (12) months period, even if
remedied in a thirty (30) days period (e) incase of insolvency or bankruptcy of either party (f) failure of any of the
facilities to pass a quality audit by Patanjali or an agent acting on Patanjali’s behalf (g) as otherwise expressly
provided elsewhere in the agreement.

Indemnity: Our Company agrees to indemnify PAL and its customers against any and all claims, demands, action,
suits, proceedings, judgements, damages, liabilities, losses, fines, penalties, costs and expenses, including
reasonable attorney fees.

Audits and Inspection: PAL may during our company’s normal business hour audit and inspect the facilities and
storage locations and review and obtain copies of our company’s records and retained samples pertaining to the
product to the product to the extent reasonably necessary to determine compliance with the terms of the agreement.

Exclusivity: Our Company shall not produce any exclusive product for Patanjali. Further all the product packed
under the brand name of Patanjali shall only be sold to Patanjali.

Independent Parties: Nothing in this Agreement may be construed to create a relationship between the parties of
principal- agent, master- servant. Partners or joint ventures. Our Company is an independent seller and has no
authority to legally bind Patanjali. Each party will be solely responsible for the acts and omissions of its own
employees and agents and will also be responsible for all the wages and obligations, whether compulsory or in
nature of fringe benefits, due to its own employees or agents.

Our Current Funding Mix and Cost of Funding

We rely primarily on internal cash generated from our operations and third-party debt to fund our working capital
and capital expenditure requirement. All of our working capital borrowings bear interest at floating rates, and so
to the extent that interest rates decrease over time, it has a positive impact on our expenses (assuming constant
levels of borrowings), and hence on our profit margins. Conversely, rising interest rates would result in increasing
expenses and decreasing profit margins, unless we were to reduce the overall level of our borrowings.

Patanjali Resolution Plan

National Company Law Tribunal, Mumbai (“NCLT”), order dated July 24, 2019 read with order dated
September 4, 2019 approving the resolution plan of Patanjali Consortium in relation to our Company.

Standard Chartered Bank Limited and DBS Bank Limited filed a Company Petition (“Petition”) before the
National Company Law Tribunal, Mumbai Bench (“NCLT”), to initiate a Corporate Insolvency Resolution
Process (“CIRP”) against our Company on the ground that our Company defaulted in making timely repayment.
The NCLT via its order dated December 15, 2017 admitted the said Petition under Section 7 of the Insolvency
and Bankruptcy Code, 2016, as amended (“IBC”) and initiated a CIRP against our Company. The amounts
presented and admitted before the resolution professional, was a total amount of 712,14,631 lakhs, out of which

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%8,37,742 lakhs were owed to the secured financial creditors, 71,00,732 lakhs to unsecured financial creditors,
24,496 lakhs towards claims by government authorities, and an amount of 22,71,661 lakhs was claimed by the
operational creditors. Shailendra Ajmera was appointed as the Resolution Professional (‘Resolution
Professional”) by the Committee of Creditors (“COC”) in its meeting held on January 12, 2018, to manage the
affairs of our Company and undertake the insolvency proceedings. The Resolution Professional invited
submission of resolution plans from prospective eligible resolution applicants on April 18, 2018, as per Regulation
36A (5) of the CIRP Regulations, 2016. Pursuant to invitation, resolution plans were submitted by four resolution
applicants on May 2, 2018 i.e., from Adani Wilmar Limited, consortium of Patanjali Ayurved Limited, Divya
Yog Mandir Trust (through its business undertaking, Divya Pharmacy), Patanjali Parivahan Private Limited and
Patanjali Gramudyog Nayas (collectively, “Patanjali Consortium”), Godrej Agrovet Limited and Emami
Agrotech Limited. The resolution plan submitted by Patanjali Consortium (“Patanjali Resolution Plan”) was
approved by the COC on April 30, 2019 by a majority of 96.95% of the members of the COC and by the orders
of the NCLT dated July 24, 2019 read with September 4, 2019.

 

As per the NCLT Order, a monitoring committee was constituted for the term of the Patanjali Resolution Plan to
supervise the implementation of the Patanjali Resolution Plan, the same consisted of three representative of the
creditors and three representatives of Patanjali Consortium and the monitoring agent. As per the Patanjali
Resolution Plan proposed and implemented on December 18, 2019, out of %4,35,000 lakhs offered by Patanjali
Consortium, %4,23,500 lakhs was utilized to pay to each class of creditors and stakeholders, while the remaining
211,500 lakhs was towards equity infusion for improving operations of our Company. Further, all liabilities of the
Company pertaining to the period prior to September 06, 2019 were settled in full and final, (a) %4,05,319 lakhs
to the secured financial creditors; (b) =1,492 lakhs towards workmen and employee dues; (c) 24,000 lakhs to
unsecured financial creditors; (d) 22,500 lakhs towards claims by government authorities; (e) 9,000 lakhs to
operational creditors; and (f) 71,189 lakhs to provide counter bank guarantee.

As per the terms of the Patanjali Resolution Plan, post settlement of the insolvency resolution professional costs
and the settlement of the liabilities in full and final, all liabilities, damages, demands, penalties, losses, claims of
any nature whatsoever arising out of non-compliance pertaining to the period on or before the date of the approval
of the Patanjali Resolution Plan, would be extinguished and settled in perpetuity.

Post the acceptance of the Patanjali Resolution Plan, our Company sent a clarification letter (“Letter”) dated
September 23, 2019 to the Registrar of Companies, Maharashtra at Mumbai indicating the implementation of the
reduction, cancellation and consolidation of the share capital of our Company and implementation of the scheme
of amalgamation (“Scheme”) of Patanjali Consortium Adhigrahan Private Limited with our Company. As per the
terms of Patanjali Resolution Plan the existed issued, subscribed and paid-up equity share capital of our Company
was reduced from 266,82,01,444 divided into 33,41,00,722 shares having face value of 22 each to %66,82,014
divided into 33,41,007 equity shares having face value of 22 each, thereby reducing the value of issued, subscribed
and paid-up equity share capital of our Company by 266,15,19,430 divided into 33,07,59,715 equity shares having
face value of 2 each the existing issued, subscribed and paid-up 2,00,000 cumulative redeemable preference
shares of 2100 each stood fully cancelled and extinguished. The Letter also informed the RoC that pursuant to the
Scheme, Patanjali Consortium Adhigrahan Private Limited would stand dissolved. Further, from implementation
of the Patanjali Resolution Plan in terms of the applicable NCLT Order, our Company was required to hold entities
which are not core to the Company’s business and related to the erstwhile promoters of the Company, i.e. 11
erstwhile subsidiaries (including erstwhile step-down subsidiaries) and one erstwhile joint venture (collectively
the “Identified Entities”) only in the capacity of a trustee (appointed by the NCLT) “in trust and for the cost and
benefit of the Identified Buyer” and no longer as a shareholder or promoter of the Identified Entities. Accordingly,
from December 18, 2019 onwards, our Company was not required to prepare consolidated financial statements in
accordance with Companies Act and applicable provisions of Ind-As.

 

Pursuant to the Patanjali Resolution Plan, applicable NCLT Order, and terms of IBC, our Company would not be
subject to any adverse consequences, including, incurring any disqualification at any forum, on account of any
defaults, claims, liabilities, losses, penalties or damages arising in relation to the Identified Entities

Pursuant to the Patanjali Resolution Plan, our Company through its letter dated November 26, 2020, intimated the
Stock Exchanges of the respective approvals received on November 25, 2020 from NSE and BSE, for the re-
classification of the erstwhile members of the promoters and promoter group as public shareholders and
classification of the applicants who are inter alia the Promoters, as the new promoters of our Company.

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In view of the Patanjali Resolution plan, the financial statements pre-Patanjali Resolution Plan are not comparable
with financial statements post the Patanjali Resolution Plan. For further details please refer to “Note 32 of Restated
Financial Statements” on page 375.

Basis of preparation of financial information

The Restated Financial Statements have been compiled from annual audited standalone financial statements for
six months period ended September 30,2021, fiscal years ended March 31, 2021, March 31, 2020 and March 31,
2019 prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules,
2015 (as amended) read with Section 133 of the Companies Act, 2013 and other relevant provisions of Companies
Act, 2013 to the extent applicable. and restated in accordance with the requirements of Section 26 of Part I of
Chapter III of the Companies Act, 2013, SEBI ICDR Regulations; and the Guidance Note on Reports in Company
Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (“ICAI”), as amended from
time to time (the “Guidance Note”).

We have prepared our financial information on an accrual basis under the historical cost convention, except for
certain financial assets and liabilities and defined benefit plan assets, which are measured at fair value. We have
applied the accounting policies adopted in the preparation of our financial information consistently across each of
the years under review.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations is based on our financial statements
which have been prepared in accordance with Ind AS. The preparation of these financial statements requires us to
make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and accompanying disclosure of contingent liabilities. Our results of operations and financial condition
are sensitive to accounting methods, assumptions and estimates that underly the preparation of our financial
statements. We evaluate these estimates on an on-going basis. We base our estimates on our historical experience
and on various other assumptions that we believe to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying amount values of assets and liabilities that are not readily
apparent from other sources.

Impairment test of non-financial assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s
recoverable amount. An asset’s recoverable amount is the higher of an asset’s or Cash Generating Units (*CGU”)
fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does
not generate cash inflows that are largely independent to those from other assets or groups of assets. Where the
carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written
down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
In determining fair value less cost of disposal, recent market transactions are taken into account. If no such
transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by
valuation multiples or other available fair value indicators.

Allowance for bad debts / expected credit loss

The Management makes estimates related to the recoverability of receivables, whose book values are adjusted
through an allowance for Expected losses/ Provision for Doubtful debts. Management specifically analyses
accounts receivable, customers’ creditworthiness, current economic trends and changes in customer’s collection
terms when assessing the adequate allowance for Expected losses/ Provision for Doubtful debts, which are
estimated over the lifetime of the debts.

Recognition and measurement of Provisions and Contingencies

Provisions and liabilities are recognized in the year when it becomes probable that there will be a future outflow
of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The

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timing of recognition and quantification of the liability require the application of judgement to existing facts and
circumstances, which can be subject to change. Since the cash outflows can take place many years in the future,
the carrying amounts of provisions and liabilities are reviewed regularly and adjusted to take account of changing
facts and circumstances.

Contingencies

In the normal course of business, contingent liabilities may arise from litigation, taxation and other claims against
the Company. Where it is management’s assessment that the outcome cannot be reliably quantified or is uncertain,
the claims are disclosed as contingent liabilities unless the likelihood of an adverse outcome is remote. Such
liabilities are disclosed in the notes but are not provided for in the financial statements. When considering the
classification of legal or tax cases as probable, possible or remote, there is judgement involved. Although there
can be no assurance regarding the final outcome of the legal proceedings, the Company does not expect them to
have a materially adverse impact on the Company’s financial position.

Recognition of Deferred Tax Assets

Significant management judgement is required to determine the amount of deferred tax assets that can be
recognised, based upon the likely timing and the level of future taxable profits together with business
developments.

Measurements of Defined benefit obligations plan

The cost of the defined benefit plan and other post-employment benefits and the present value of such obligation
are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may
differ from actual developments in the future. These include the determination of the discount rate, future salary
increases, mortality rates and attrition rate. Due to the complexities involved in the valuation and its long-term
nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are
reviewed at each reporting date.

Impairment of financial assets

The impairment provisions for financial assets are based on assumptions about risk of default and expected cash
loss. The Company uses judgement in making these assumptions and selecting the inputs to the impairment
calculation, based on Company’s past history, existing market conditions as well as forward looking estimates at
the end of each reporting year.

Income Taxes

There are transactions and calculations for which the ultimate tax determination is uncertain and would get
finalized on completion of assessment by tax authorities. Where the final tax outcome is different from the
amounts that were initially recorded, such differences will impact the income tax and deferred tax in the year in
which such determination is made.

Depreciation / Amortisation and useful lives of Property Plant and Equipment (“PPE”) / Intangible Assets

PPE / intangible assets are depreciated / amortised over their estimated useful lives, after taking into account
estimated residual value. Management reviews the estimated useful lives and residual values of the assets annually
in order to determine the amount of depreciation to be recorded during any reporting period. The useful lives and
residual values are based on the Company’s historical experience with similar assets and take into account
anticipated technological changes. The depreciation /amortisation for future periods are revised if there are
significant changes from previous estimates.

Global health pandemic on Covid-19

The outbreak of corona virus (“COVID-19”) pandemic globally and in India is causing significant disturbance
and slowdown of economic activity. In assessing the recoverability of Company’s assets such as financial asset
and non-financial assets, the Company has considered internal and external information. The Company has
evaluated impact of this pandemic on its business operations and based on its review and current indicators of
future economic conditions, there is no significant impact on its financial statements and the Company expects to
recover the carrying amount of all the assets.

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Exceptional items

Exceptional items are those items that management considers, by virtue of their size or incidence, should be
disclosed separately to ensure that the financial information allows an understanding of the underlying
performance of the business in the year, so as to facilitate comparison with prior periods. Such items are material
by nature or amount to the year’s result and / or require separate disclosure in accordance with Ind AS. The
determination as to which items should be disclosed separately requires a degree of judgement. The details of
exceptional items are set out in “Note 30 of the Restated Financial Statements” on page 373.

Current and non-current classification

The Company presents assets and liabilities in statement of financial position based on current/non-current
classification. The Company has presented non-current assets and current assets before equity, non-current
liabilities and current liabilities in accordance with Schedule III, Division II of Companies Act, 2013 notified by
MCA.

An asset is classified as current when it is:

(a) _ Expected to be realised or intended to be sold or consumed in normal operating cycle,

(b) Held primarily for the purpose of trading,

(c) _ Expected to be realised within twelve months after the reporting year, or

(d) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve
months after the reporting year.

All other assets are classified as non-current.
A liability is classified as current when it is:
(a) _ Expected to be settled in normal operating cycle,
(b) Held primarily for the purpose of trading,
(c) Due to be settled within twelve months after the reporting year, or
(d) There is no unconditional right to defer the settlement of the liability for at least twelve months after the
reporting year.
The Company classifies all other liabilities as non-current.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash or
cash equivalents. Deferred tax assets and liabilities are classified as non-current assets and liabilities. The
Company has identified twelve months as its normal operating cycle.
SIGNIFICANT ACCOUNTING POLICIES
A. PROPERTY, PLANT AND EQUIPMENT:
(ji) Recognition and measurement:
Property, Plant and equipment are measured at cost (which includes capitalised borrowing costs)
less accumulated depreciation and accumulated impairment losses, if any.

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 the management.

(c) _ the initial estimate of the costs of dismantling and removing the item and restoring the site on
which it is located.

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Gi)

(iii)

(iv)

If significant parts of an item of property, plant and equipment have different useful lives, then they
are accounted for as separate items (major components) of property, plant and equipment and
depreciated accordingly.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in Statement
of profit or loss.

Capital work-in-progress includes cost of property, plant and equipment under installation / under
development as at the balance sheet date.

Leasehold lands are amortised over the period of lease. Buildings constructed on leasehold land are
depreciated based on the useful life specified in schedule II to the Companies Act, 2013, where the
lease period of land is beyond the life of the building. In other cases, buildings constructed on
leasehold lands are amortised over the primary lease period of the lands.

On transition to Ind AS as on April 1, 2015 the Company has elected to measure items of Property,
Plant and Equipment, Freehold Land, Building and Plant and Equipment's, at Fair Value as per Ind
AS.

Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that the future economic benefits
associated with the expenditure will flow to the Company.

Depreciation, Estimated useful life and Estimated residual value

Depreciation is calculated using the Straight-Line Method, pro rata to the period of use, taking into
account useful lives and residual value of the assets. The useful life of assets & the estimated residual
value, which are different from those prescribed under Schedule II to the Companies Act, 2013, are
based on technical advice as under:

 

Assets Estimated useful life's Estimated Residual Value

 

Building 3 to 60 years 2 to 5 Percent

 

Plant & Equipment’s 5 to 40 years 3 to 25 Percent

 

Windmills 30 years 19 Percent

 

Furniture and Fixture 5 to 10 years As per Schedule II

 

 

 

 

Motor Vehicles 7 to 8 years As per Schedule II

 

 

Depreciation is computed with reference to cost. Depreciation on additions during the year is
provided on pro rata basis with reference to month of addition/installation. Depreciation on assets
disposed/discarded is charged up to the date of sale excluding the month in which such assets is sold.

The assets residual value and useful life are reviewed and adjusted, if appropriate, at the end of each
reporting year. Gains and losses on disposal are determined by comparing proceeds with carrying
amounts. These are included in the statement of Profit and Loss.

INTANGIBLE ASSETS

Identifiable intangible assets are recognised when it is probable that future economic benefits attributed to
the asset will flow to the Company and the cost of the asset can be reliably measured.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between
the net disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit
and loss when the asset is derecognised.

@

Recognition and measurement

Computer software's have finite useful lives and are measured at cost less accumulated amortisation
and any accumulated impairment losses.

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Financial Assets measured at Fair Value Through Profit or Loss (“FVTPL”)
A Financial Asset which is not classified in any of the above categories are measured at FVTPL.
Financial assets are reclassified subsequent to their recognition, if the Company changes its business
model for managing those financial assets. Changes in business model are made and applied
prospectively from the reclassification date which is the first day of immediately next reporting period
following the changes in business model in accordance with principles laid down under Ind AS 109
Financial Instruments.
In case of investments:
¢ In Equity instruments

— For subsidiaries, associates and Joint ventures - Investments are measured at cost and tested

for impairment periodically. Impairment (if any) is charged to the Statement of Profit and

Loss.

— For Other than subsidiaries, associates and Joint venture - Investments are measured at Fair
value through Other Comprehensive Income (“FVTOCI”).

¢ In Mutual fund

Measured at Fair value through Profit and Loss (“FVTPL”).

Guarantee Commission

Guarantees extended to subsidiaries, associates and Joint ventures are Fair Valued.

Debt instruments

The Company measures the debt instruments at amortised cost. Assets that are held for collection of
contractual cash flows where those cash flows represent solely payment of principal and interest and
are measured at amortised cost. A gain or loss on a debt investment that is subsequently measured at
amortised cost and is not part of the hedging relationship, is recognised in profit or loss when the asset
is derecognised or impaired. Interest income from these financial assets is included in finance income
using the Effective interest rate method.

Derecognition of financial assets

The Company derecognises a financial asset when the contractual rights to cash flows from the asset
expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a
transaction in which substantially all the risks and rewards of ownership of the financial asset are
transferred.

Impairment of financial assets

In accordance with Ind-AS 109, the Company applies Expected Credit Loss (“ECL”) model for
measurement and recognition of impairment loss on the following financial asset and credit risk

exposure:

(a) Financial assets that are debt instruments and are measured at amortised cost e.g., loans, debt
securities, deposits, and bank balance.

(b) Trade receivables
The Company follows ‘simplified approach’ for recognition of impairment loss allowance on:

e Trade receivables which do not contain a significant financing component.

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Acquired brands / Trademarks have indefinite useful life and as on transition date April 1, 2015 have
been Fair valued based on reports of expert valuer, which is considered as deemed cost on transition
to Ind AS. The same are tested for impairment, if any, at the end of each accounting year.

(ii) | Subsequent expenditure

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied
in the specific asset to which it relates. All other expenditure, including expenditure on internally
generated goodwill and brands, when incurred is recognised in statement of profit or loss.

(iii) | Amortisation

Amortisation is calculated to write off the cost of intangible assets less their estimated residual values
using the straight-line method over their estimated useful lives and is generally recognised in
statement of profit or loss. Computer software are amortised over their estimated useful life or 5
years, whichever is lower.

Amortisation methods, useful lives and residual values are reviewed at each reporting date and
adjusted, if required.

IMPAIRMENT OF ASSETS

An asset is considered as impaired when at the date of Balance Sheet, there are indications of impairment
and the carrying amount of the asset, or where applicable, the cash generating unit to which the asset
belongs, exceeds its recoverable amount (i.e. the higher of the net asset selling price and value in use).The
carrying amount is reduced to the recoverable amount and the reduction is recognized as an impairment
loss in the statement of profit and loss. The impairment loss recognized in the prior accounting period is
reversed if there has been a change in the estimate of recoverable amount. Post impairment, depreciation is
provided on the revised carrying value of the impaired asset over its remaining useful life.

FINANCIAL INSTRUMENTS

A financial instrument is any contract that gives rise to a financial asset of one Company and a financial
liability or equity instrument of another Company. Financial instruments also include derivative contracts
such as foreign currency foreign exchange forward contracts, interest rate swaps and currency options.

(i) Financial assets - Initial recognition and measurement

All financial assets are initially recognized at fair value. Transaction costs that are directly attributable
to the acquisition or issue of financial assets, which are not at fair value through profit or loss, are
adjusted to the fair value on initial recognition. Financial assets are classified, at initial recognition, as
financial assets measured at fair value or as financial assets measured at amortised cost.

Subsequent Measurement - Financial Assets measured at Amortised Cost

A Financial Asset is measured at Amortised Cost if it is held within a business model whose objective
is to hold the asset in order to collect contractual cash flows and the contractual terms of the Financial
Asset give rise on specified dates to cash flows that represent solely payments of principal and interest
on the principal amount outstanding.

Financial Assets measured at Fair Value Through Other Comprehensive Income (“FVTOCI”)
A Financial Asset is measured at FVTOCI if it is held within a business model whose objective is
achieved by both collecting contractual cash flows and selling Financial Assets and the contractual

terms of the Financial Asset give rise on specified dates to cash flows that represents solely payments
of principal and interest on the principal amount outstanding.

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Gi)

The application of simplified approach does not require the Company to track changes in credit risk.
Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right
from its initial recognition.

e For recognition of impairment loss on other financial assets and risk exposure, the Company
determines that whether there has been a significant increase in the credit risk since initial
recognition. Expected Credit Loss Model is used to provide for impairment loss.

Financial liabilities

Classification

The Company classifies its financial liabilities in the following measurement categories:

¢ those to be measured subsequently at fair value through profit and loss; and
¢ those measured at amortised cost.

The classification depends on the Company's business model for managing the financial assets and the
contractual terms of the cash flows.

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through
profit or loss or at amortised cost.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings
and payables, net of directly attributable transaction costs.

The Company’s financial liabilities include trade and other payables, loans and borrowings including
bank overdrafts, financial guarantee contracts and derivative financial instruments.

Subsequent measurement

Financial liabilities are subsequently carried at amortized cost using the effective interest method. For
trade and other payables maturing within one year from the balance sheet date, the carrying amounts
are approximate at their fair value due to the short maturity of these instruments.

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities designated upon
initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for
trading if they are incurred for the purpose of repurchasing in the near term. This category also includes
derivative financial instruments entered into by the Company that are not designated as hedging
instruments in hedge relationships as defined by Ind-AS 109. Separated embedded derivatives are also
classified as held for trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in the profit or loss.

 

Financial liabilities designated upon initial recognition at fair value through profit or loss are
designated at the initial date of recognition, only if the criteria in Ind-AS 109 are satisfied. For liabilities
designated as fair value through profit or loss, fair value gains/ losses attributable to changes in own
credit risk are recognized in OCI. These gains/losses are not subsequently transferred to statement of
profit or loss. However, the Company may transfer the cumulative gain or loss within equity. All other
changes in fair value of such liability are recognised in the statement of profit or loss.

Loans and borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Any difference
between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or

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loss over the period of borrowings using the effective interest method. Processing/Upfront fee are
treated as prepaid asset netted of from borrowings. The same is amortised over the period of the facility
to which it relates.

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised
cost. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as
through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees
or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the
statement of profit and loss.

This category generally applies to interest-bearing loans and borrowings.

Borrowings are derecognised from the balance sheet when the obligation specified in the contract is
discharged, cancelled or expired. The difference between the carrying amount of the financial liability
that has been extinguished or transferred to another party and the consideration paid including any
non-cash assets transferred or liability assumed, is recognised in Statement of profit or loss as other
gains or (losses).

Borrowings are classified as current liabilities unless the Company has an unconditional right to defer
the settlement of liabilities for at least twelve months after the reporting year.

Where there is a breach of a material provision of a long-term loan arrangement on or before the end
of the reporting period with the effect that the liability becomes payable on demand on the reporting
date, the same is classified as current unless the lender agreed, after the reporting year and before the
approval of financial statements for issue, not to demand payment as a consequence of the breach.

Trade and other payable

These amounts represent liabilities for goods and services provided to the Company prior to the end
of financial year which are unpaid at the year end. Trade and other payables are presented as current
liabilities unless payment is not due within 12 months after the reporting year. They are recognised
initially at their fair value and subsequently measured at amortised cost using the effective interest
method.

Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled
or expires. When an existing financial liability is replaced by another from the same lender on
substantially different terms, or the terms of an existing liability are substantially modified, such an
exchange or modification is treated as the derecognition of the original liability and the recognition of
a new liability. The difference in the respective carrying amounts is recognised in the statement of
profit or loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet
if there is a currently enforceable legal right to offset the recognised amounts and there is an intention
to settle on a net basis, to realise the assets and settle the liabilities simultaneously. The legally
enforceable right must not be contingent on future events and must be enforceable in the normal course
of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.

Derivative financial instruments
The Company uses derivative financial instruments, such as forward currency contracts, interest rate
swaps and forward commodity contracts to hedge its foreign currency risks, interest rate risks and

commodity price risks respectively. Such derivative financial instruments are initially recognised at
fair value on the date on which a derivative contract is entered into and are subsequently re-measured

433
at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial
liabilities when the fair value is negative.

Financial guarantee contracts

Financial guarantee contracts issued by the Company are those contracts that require a payment to be
made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment
when due in accordance with the terms of a debt instrument. Financial guarantee contracts are
recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable
to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of
loss allowance determined and the amount recognised less cumulative amortisation.

INVENTORIES

Inventories are measured at the lower of cost and net realisable value after providing for obsolescence, if
any, except for Stock-in-Trade, which are measured at Fair value and realisable by-products which are
measured at net realisable value. The cost of inventories is determined using the weighted average method
and includes expenditure incurred in acquiring inventories, production or conversion and other costs
incurred in bringing them to their respective present location and condition. In the case of manufactured
inventories and work in progress, cost includes an appropriate share of production overheads based on
normal operating capacity. The comparison of cost and net realisable value is made on an item-by-item
basis.

Net realisable value is estimated selling price in the ordinary course of business, less estimated cost of
completion and the estimated costs necessary to make the sale. The net realisable value of work in progress
is determined with reference to selling prices of finished products.

CASH AND CASH EQUIVALENT

For the purpose of presentation in the statement of the cash flows, cash and cash equivalent includes the
cash on hand, deposits held at call with financial institutions other short term, highly liquid investments
with original maturity of three months or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value.

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of
transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments.
The cash flows from operating, investing and financing activities of the Company are segregated based on
the available information.

CONTRIBUTED EQUITY

Equity shares are classified as equity. Incidental costs directly attributable to the issue of new shares or
options are shown in equity as a deduction, net of tax, from the proceeds.

DIVIDENDS
Annual dividend distribution to the shareholders is recognised as a liability in the period in which the
dividends are approved by the shareholders. Any interim dividend paid is recognised on approval by Board
of Directors. Dividend payable and corresponding tax on dividend distribution is recognised directly in
other equity.
EARNINGS PER SHARE
(i) Basic earnings per share

Basic earnings per shares is calculated by dividing Profit/(Loss) attributable to equity holders

(adjusted for amounts directly charged to Reserves) before/after Exceptional Items (net of tax) by
Weighted average number of Equity shares, (excluding treasury shares).

434
Gi)

(iii)

(iv)

(vy)

Contract balances

Trade receivables:

A receivable represents the Company’s right to an amount of consideration that is unconditional.
Contract liabilities:

A contract liability is the obligation to transfer goods or services to a customer for which the
Company has received consideration (or an amount of consideration is due) from the customer. If a
customer pays consideration before the Company transfers goods or services to the customer, a
contract liability is recognised when the payment is made. Contract liabilities are recognised as
revenue when the Company performs under the contract.

Other Operating Revenue

Income from sale of wind power is recognised on the basis of units wheeled during the period.
Incomes from carbon credits are recognised on credit of Carbon Emission Reduction (CER) by the
approving authority in the manner in which it is unconditionally available to the generating
Company.

Other Income

Other income is comprised primarily of interest income, dividend income, gain/loss on investments
and gain/loss on foreign exchange and on translation of other assets and liabilities. Interest income
is recognized using the effective interest method. Claims for export incentives/ duty drawbacks, duty
refunds and insurance are accounted when the right to receive payment is established. Incentives on
exports and other Government incentives related to operations are recognised in the statement of
profit or loss after due consideration of certainty of utilization/receipt of such incentives.

GOVERNMENT GRANTS

@

Gi)

Grants from the Government are recognised at their fair value where there is a reasonable assurance
that the grant will be received, and the Company will comply with all the attached conditions.

Government grant relating to purchase of Property, Plant and Equipment are included in "Other
current/ non-current liabilities" as Government Grant - Deferred Income and are credited to Profit or
loss on a straight-line basis over the expected life of the related asset and presented within "Other
operating Income".

  

EMPLOYEE BENEFITS

@

Gi)

During Employment benefits

(a) Short term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is
recognised for the amount expected to be paid if the Company has a present legal or constructive
obligation to pay this amount as a result of past service provided by the employee and the
obligation can be estimated reliably.

Post-Employment benefits

(a) Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which a Company pays
fixed contribution into a separate entity and will have no legal or constructive obligation to pay

further amounts. The Company makes specified monthly contributions towards government
administered Provident Fund scheme.

436
J.

(i)

Diluted earnings per share

Diluted earnings per shares is calculated by dividing Profit/(Loss) attributable to equity holders
(adjusted for amounts directly charged to Reserves) before/after Exceptional Items (net of tax) by
Weighted average number of Equity shares (excluding treasury shares) considered for basic earning
per shares including dilutive potential Equity shares.

FOREIGN CURRENCY

@

Foreign currency transactions

Transactions in foreign currencies are translated into the functional currencies of the Company at
the exchange rate prevailing at the date of the transactions. Monetary assets (other than investments
in companies registered outside India) and liabilities denominated in foreign currencies are translated
into the functional currency at the exchange rate at the reporting date.

Investments in companies registered outside India are converted at rate prevailing at the date of
acquisition. Non-monetary assets and liabilities that are measured at fair value in a foreign currency
are translated into the functional currency at the exchange rate when the fair value was determined.
Non-monetary items that are measured based on historical cost in a foreign currency are not
translated.

Difference on account of changes in foreign currency are generally charged to the statement of profit
& loss except the following:

The Company has availed the exemption available under Para D13AA of Ind AS - 101 of "First time
adoption of Indian Accounting Standards". Accordingly, exchange gains and losses on foreign
currency borrowings taken prior to April 1, 2016 which are related to the acquisition or construction
of qualifying assets are adjusted in the carrying cost of such asset.

REVENUE RECOGNITION

The Company derives revenues primarily from sale of manufactured goods, traded goods and related
services. The Company also derives revenue from power generation through wind energy.

@

Sale of Goods/ Services

"Revenue from contracts with customers is recognised when control of the goods or services are
transferred to the customer at an amount that reflects the consideration entitled in exchange for those
goods or services. Generally, control is transfer upon shipment of goods to the customer or when the
goods is made available to the customer, provided transfer of title to the customer occurs and the
Company has not retained any significant risks of ownership or future obligations with respect to
the goods shipped."

Revenue from rendering of services is recognised over the time by measuring the progress towards
complete satisfaction of performance obligations at the reporting period.

Revenue is measured at the amount of consideration which the Company expects to be entitled to in
exchange for transferring distinct goods or services to a customer as specified in the contract,
excluding amounts collected on behalf of third parties (for example taxes and duties collected on
behalf of the government). Consideration is generally due upon satisfaction of performance
obligations and receivable is recognized when it becomes unconditional.

The Company does not have any contracts where the period between the transfer of the promised
goods or services to the customer and payment by the customer exceeds one year. As a consequence,
it does not adjust any of the transaction prices for the time value of money.

Revenue is measured based on the transaction price, which is the consideration, adjusted for

discounts and claims, if any, as specified in the contract with the customer. Revenue also excludes
taxes collected from customers.

435
Obligations for contributions to defined contribution plans are expensed as the related service
is provided. Prepaid contributions are recognised as an asset to the extent that a cash refund or
a reduction in future payments is available.

(b) Defined benefit plans

The Company pays gratuity to the employees who have has completed five years of service with
the company at the time when employee leaves the Company.

The gratuity liability amount is contributed to the approved gratuity fund formed exclusively
for gratuity payment to the employees.

The liability in respect of gratuity and other post-employment benefits is calculated using the
Projected Unit Credit Method and spread over the periods during which the benefit is expected
to be derived from employees' services.

Re-measurement of defined benefit plans in respect of post-employment are charged to Other
Comprehensive Income.

Termination benefits

(c

Termination benefits are payable when employment is terminated by the Company before the
normal retirement date or when an employee accepts voluntary redundancy in exchange for
these benefits. In case of an offer made to encourage voluntary redundancy, the termination
benefits are measured based on the number of employees expected to accept the offer. Benefits
falling due more than twelve months after the end of reporting year are discounted to the present
value.

INCOME TAXES

Income tax expense comprises current and deferred tax. Tax is recognised in statement of profit and loss,
except to the extent that it relates to items recognised in the other comprehensive income or in equity. In
which case, the tax is also recognised in the other comprehensive income or in equity.

@

Gi)

Current tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to
the taxation authorities, based on tax rates and laws that are enacted or subsequently enacted at the
Balance sheet date.

Current tax assets and liabilities are offset only if, the Company:

(a) has a legally enforceable right to set off the recognised amounts; and

(b) intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

 

Current tax provision is computed for income calculated after considering allowances and exemptions
under the provisions of the applicable Income Tax Laws. Current tax assets and current tax liabilities
are off set and presented as net.

Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and

liabilities in the financial statements and the corresponding tax bases used in the computation of taxable
profit.

 

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the year in
which the liability is settled or the asset realised, based on tax rates (and tax laws) that have enacted or
substantively enacted by the end of the reporting year. The carrying amount of Deferred tax liabilities

437
and assets are reviewed at the end of each reporting year. Deferred tax is recognised to the extent that
it is probable that future taxable profit will be available against which they can be used.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in
which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets
and liabilities.

Deferred tax assets and liabilities are offset only if:

(a) the Company has a legally enforceable right to set off current tax assets against current tax
liabilities; and

(b) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same
taxation authority on the same taxable Company.

BORROWING COSTS

General and specific Borrowing costs that are directly attributable to the acquisition, construction or
production of a qualifying asset that necessarily takes a substantial period of time to get ready for its
intended use are capitalised as part of the cost of that asset till the date it is ready for its intended use or
sale. Other borrowing costs are recognised as an expense in the year in which they are incurred.

Investment income earned on the temporary investment of specific borrowings pending their expenditure
on qualifying assets is deducted from the borrowing cost eligible for capitalisation. All other borrowing
costs are charged to the statement of profit and loss for the year for which they are incurred.

LEASES

The Company, as a lessee, recognises a right-of-use asset and a lease liability for its leasing arrangements,
if the contract conveys the right to control the use of an identified asset.

The contract conveys the right to control the use of an identified asset, if it involves the use of an identified
asset and the Company has substantially all of the economic benefits from use of the asset and has right to
direct the use of the identified asset. The cost of the right-of-use asset shall comprise of the amount of the
initial measurement of the lease liability adjusted for any lease payments made at or before the
commencement date plus any initial direct costs incurred. The right-of-use assets is subsequently measured
at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any
remeasurement of the lease liability. The right-of-use assets is depreciated using the straight-line method
from the commencement date over the shorter of lease term or useful life of right-of-use asset. The
Company measures the lease liability at the present value of the lease payments that are not paid at the
commencement date of the lease. The lease payments are discounted using the interest rate implicit in the
lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses
incremental borrowing rate. For short-term and low value leases, the Company recognises the lease
Payments as an operating expense on a straight-line basis over the lease term.

NON- CURRENT ASSETS HELD FOR SALE:

Non-current assets are classified as held for sale if their carrying amount will be recovered principally
through a sale transaction rather than through continuing use. This condition is regarded as met only when
a sale is highly probable from the date of classification, management are committed to the sale and the asset
is available for immediate sale in its present condition. Non-current assets are classified as held for sale
from the date these conditions are met and are measured at the lower of carrying amount and fair value less
cost to sell. Any resulting impairment loss is recognised in the Statements of Profit and Loss as a separate
line item. On classification as held for sale, the assets are no longer depreciated. Assets and liabilities
classified as held for sale are presented separately as current items in the Balance Sheet.

PROVISIONS AND CONTINGENT LIABILITIES

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of
a past event. It is probable that an outflow of resources embodying economic benefits will be required to

438
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 equivalent period government securities
interest rate. Unwinding of the discount is recognised in the statement of profit and loss as a finance cost.
Provisions are reviewed at each balance sheet date and are adjusted to reflect the current best estimate.

  

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the
existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain
future events not wholly within the control of the Company or a present obligation that arises from past
events where it is either not probable that an outflow of resources will be required to settle, or a reliable
estimate of the amount cannot be made. Information on contingent liability is disclosed in the Notes to the
Financial Statements.

Contingent assets are not recognised. However, when the realisation of income is virtually certain, then the
related asset is no longer a contingent asset, but it is recognised as an asset.

SEGMENT REPORTING

An operating segment is a component of the Company that engages in business activities from which it
may earn revenues and incur expenses, whose operating results are regularly reviewed by the company’s
chief operating decision maker to make decisions for which discrete financial information is available.
Based on the management approach as defined in Ind AS 108, the chief operating decision maker evaluates
the Company’s performance and allocates resources based on an analysis of various performance indicators
by business segments and geographic segments.

BIOLOGICAL ASSETS

Biological Assets are measured at fair value less costs to sell, with any changes therein recognised in the
Statement of Profit & Loss.

FAIR VALUE MEASUREMENT:

The Company measures financial instruments at fair value at each balance sheet date.

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:

(a) In the principal market for the asset or liability, or

(b) In the absence of a principal market, in the most advantageous market for the asset or liability.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another market
participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing

the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorised within the fair value hierarchy.”

BUSINESS COMBINATION AND GOODWILL/CAPITAL RESERVE:

The Company uses the pooling of interest method of accounting to account for common control business
combination and acquisition method of accounting to account for other business combinations.

The acquisition date is the date on which control is transferred to the acquirer. Judgement is applied in

determining the acquisition date and determining whether control is transferred from one party to another.
Control exists when the Company is exposed to or has rights to variable returns from its involvement with

439
the entity and has the ability to affect those returns through power over the entity. In assessing control,
potential voting rights are considered only if the rights are substantive.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred
and the amount recognised for non-controlling interests, and any previous interest held, over the net
identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess
of the aggregate consideration transferred, the Company re-assesses whether it has correctly identified all
of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the
amounts to be recognised at the acquisition date. If the re-assessment still results in an excess of the fair
value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in
Other Comprehensive Income (OCI) and accumulated in other equity as capital reserve. However, if there
is no clear evidence of bargain purchase, the entity recognises the gain directly in other equity as capital
reserve, without routing the same through OCI.

Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the
Company to the previous owners of the acquiree, and equity interests issued by the Company.
Consideration transferred also includes the fair value of any contingent consideration. Consideration
transferred does not include amounts related to the settlement of pre-existing relationships. Any goodwill
that arises on account of such business combination is tested annually for impairment.

 

In case of Pooling of interest method of accounting, the assets and liabilities of the combining entities
recognises at their carrying amounts. No adjustment is made to reflect the fair value or recognise any new
assets and liabilities. The financial information in the financial statements in respect of prior periods restates
as if the business combination had occurred from the beginning of the preceding period. The difference, if
any, between the amount recorded as share capital issued plus any additional consideration in the form of
cash or other assets and the amount of share capital of the transferor is transferred to capital reserve and
presented separately from other capital reserves.

Description of Expenditure Items
The following table presents a breakdown of our expense items for the period ended September 30, 2021,

Fiscals 2021, 2020 and 2019 in absolute terms:
(Zin lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months
period ended
September 30, FY2021 FY2020 FY2019
2021

Raw materials costs
Cost of materials consumed 8,86,180.53 | _13,99,663.27 11,26,248.85 | 10,96,789.57
Purchases of stock-in-trade 91,819.17 51,802.45 38,683.09 35,535.68
Changes in inventories of finished 14,141.67 (34,762.83) 7,879.88
goods, work-in-progress and stock in
trade
Total raw materials costs 9,92,141.37 | _14,16,702.89 11,57,330.75 | _11,40,205.13
Employee benefits expense 13,963.01 15,270.81 15,118.96
Finance Cost 37,071.87 11,231.48 699.07
Depreciation and amortisation expense 13,325.09 13,577.36 13,824.44
Provision for Doubtful 1,325.72 166.92 2,183.31 1,340.25
Debts/Advances, Expected credit
losses, Write-off (net)
Other expenses 57,808.96 105,627.91 96,904.47 1,04,065.70
Total expenses 10,84,790.12 | _15,86,857.69 12,96,498.18 | 12,75,253.55

 

 

440
Results of Operations

The following table sets certain data from our statement of profit and loss, in absolute terms and as a percentage
of our total revenue, for the years indicated:

 

For the Period Ended
September 30, 2021
Percentag Percentag Percentage Percentag
in lakhs eoftotal | %inlakhs | eoftotal | %inlakhs of total Zin lakhs | e of total

Income Income Income Income
Revenue 11,26,119.05, 99.59 | 16,31,863.30 99.61 | 13,11,778.81 99.56 | 12,72,923.31 99.22
from
operations
Other 4,579.57 0.41 6,434.41 0.39 5,757.75 0.44 10,002.25 0.78
income
Total 11,30,698.62 100.00) 16,38,297.71 100.00) 13,17,536.56 100.00 | 12,82,925.56 100.00
Income
Expenses:
Cost of 8,86,180.53 78.37 | 13,99,663.27 85.43 | 11,26,248.85 85.48 | 10,96,789.57 85.49
materials
consumed
Purchases 91,819.17 8.12 51,802.45 3.16 38,683.09 2.94 35,535.68 277
of Stock-in-
Trade
Changes in 14,141.67 1.25| (34,762.83) (2.12)] (7,601.19) (0.58) 7,879.88 0.61
inventories
of finished
goods,
work-in-
progress
and stock in
trade
Employee 8,768.62 0.78 13,963.01 0.85 15,270.81 1.16 15,118.96 1.18
Benefits
Expense
Finance 18,107.31 1.60 37,071.87 2.26 11,231.48 0.85 699.07 0.05
Costs
Depreciatio 6,638.14 0.59 13,325.09 0.81 13,577.36 1.03 13,824.44 1.08
n&
Amortisatio
n Expenses
Provision 1,325.72 0.12 166.92 0.01 2,183.31 0.17 1,340.25 0.10
for
Doubtful
Debts/
Advances,
Expected
credit loss,
Write off
(Net)
Other 57,808.96 5.11} 1,05,627.91 6.45 96,904.47 7.3!
Expenses

FY2021 FY2020 FY2019

 

 

 

 

 

 

 

 

 

 

 

 

 

a

1,04,065.70 8.11

 

 

Total 10,84,790.12 95.94 | 15,86,857.69 96.86 | 12,96,498.18 98.40 | 12,75,253.55 99.40
expenses
Profit 45,908.50 51,440.02 21,038.38 7,672.01
before
exceptional
items and
tax expense
Exceptional z = 7,49,023.01 (4,259.12)
item
Profit 45,908.50 51,440.02 7,70,061.39 3,412.89
before tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

442
Our total expenditure consists of the following:

* raw materials costs, which consists of the line items "cost of materials consumed", "purchases of stock-in-
trade)" and "Changes in inventories of finished goods, work-in-progress and stock in trade" ("Raw Materials
Costs"):

© cost of materials consumed primarily consists of the cost of raw materials and also packing materials to
a smaller extent.

© purchases of stock-in-trade primarily consisting of seeds, edible oils and fresh fruit bunches (oil palm
business)

o changes in inventory of finished goods, work-in-progress and traded goods is the difference between our
inventories at the start of the year and the end of the year;

co employee benefits expense, which primarily consists of salaries, wages and bonuses, and to a lesser
extent contribution to Provident Fund and other funds, gratuity, leave compensation expenses and staff
welfare expenses;

¢ — depreciation and amortisation expense, primarily on of depreciation of our property, plant and equipment and
to a lesser extent amortisation of intangible assets;

¢ finance costs, which primarily consists of interest expenses and to the lesser extent other borrowing costs and
dividend on redeemable preference shares; and

e other expenses, which primarily consist of (i) manufacturing expenses which includes manufacturing
expenses, consumables, power and fuel (net of recoveries), consumption of stores and spare parts, lease rental
expenses and repair and maintenance expenses; (ii) selling and distribution expenses which consists of freight
and forwarding (net of recoveries), export expenses and advertisement and sale promotion expenses; and (iii)
establishment and other expenses which primarily includes insurance, net loss of commodity hedging, other
expenses net of recoveries, legal and professional fees, travelling and conveyance etc.

Exceptional items

There were no exceptional items for six months period ended September 30,2021 and FY 2021. For FY 2020,
pursuant to the Patanjali Resolution Plan submitted by Patanjali Consortium and its approval by the NCLT, vide
the NCLT Orders dated July 24, 2019 and September 4, 2019 for the corporate insolvency of the Company, which
is implemented from December 18, 2019 (i.e., closing date as defined under the Patanjali Resolution Plan).
Pursuant to the Patanjali Resolution Plan there was de-recognition of operational and financial creditors,
difference amounting to 27,49,023.01 lakhs between the carrying amount of financial liabilities extinguished and
consideration paid which is recognised in statement of profit or loss account in accordance with "Ind AS - 109"
on "Financial Instruments" prescribed under section 133 of the Companies Act, 2013 and accounting policies
consistently followed by the Company and disclosed as an "Exceptional items". Further, these write back includes
foreign parties of creditors, advances and lenders for which intimations / obtaining approval have either been
received or pending approval of Reserve Bank of India (RBI). This also include foreign creditors who have not
lodged their claim and 100% of the amount is written back.

For FY 2019 the exceptional items comprise of impairment of refund receivable against Commercial Tax / VAT
and Central Sales Tax amounting to 74,259.12 lakhs.

Income tax

Our income tax expense consists of current tax, deferred tax and income tax provision of earlier years written
back.

441
 

For the Period Ended
September 30, 2021
Percentag Percentag Percentage Percentag
Zinlakhs | e of total | %inlakhs | eof total | %inlakhs | oftotal | zinlakhs | e of total

Income Income Income Income

FY2021 FY2020 FY2019

 

 

Income Tax
expense:
Current tax = - = -
Deferred 12,127.98 (16,637.16) - -
tax
Income tax = : (1,400.00) :
for earlier
years
written
Back
Total tax 12,127.98 (16,637.16) (1,400.00) -
expense
Profit for 33,780.52 68,077.18 7,71,461.39 3,412.89
the
period/year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Segments

We currently divide our business into six segments - Seed Extractions, Vanaspati, Oils, Food Products, Wind
Power Generation and Others

Seed Extraction segment includes extraction of various types of seeds, Vanaspati segment includes manufacturing
and sale of Vanaspati, bakery facts and table spread which is sold under our own brand names including ‘Nutri
Gold’, ‘Ruchi No. 1’, ‘Mahakosh’, ‘Bakefat’, ‘Avanti’, ‘Neptune’, ‘General Vanaspati’ and ‘Tulsi’; Oils
segment include sale of crude oils and refined oils which is sold under our own brand names including ‘Nutrela’,
‘Mahakosh’, ‘Sunrich’, ‘Ruchi Gold’ and ‘Ruchi No 1’, Food Products segment include manufacturing and
sales of textured soya protein and soya flour which is sold under our brand ‘Nutrela’, Wind Power Generation
segment comprise of electricity generation from wind mills and Others segment includes Seeds, Soap, Fresh Fruit
Bunch, Seedling, Plant and Equipment, Toiletry preparations, Castor seed and Honey.

Extraction is considered as the primary product resulting from the solvent extraction process and crude oil as the
secondary product. While computing segment results, all costs related to solvent extraction process are charged
to the extraction segment and recovery on account of crude oil is credited to the said segment. Credit for recovery
of crude oil is taken on the basis of average monthly market price.

The table below sets forth the corresponding breakdown of our revenue by business segments, for the period/years
indicated:
(in lakhs)

 

 

 

 

 

 

      

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Period ended
September 30, 2021 FY2021 FY2020 FY2019
Seed Extractions 42,220.32 1,00,628.88 1,04,965.19 1,19,667.39
Vanaspati 58,221.95 84,583.82 69,366.51 77,693.24
Oils 9,16,862.13 13,79,059.87 10,62,911.65 10,06,883.49
Food Products 70,526.97 54,443.65 51,099.14.
Wind Power Generation 2,660.77 4,332.64 4,557.95
Others .! 15,759.17, 13,022.09
Total 11,26,119.05 16,31,863.30 13,11,778.81 12,72,923.31
The table below sets forth the %age contribution of our business segments for the period/years indicated:

For the Period ended

September 30, 2021 FY2021 FY2020 FY2019
Seed Extractions 3.75% 6.17% 8.00% 9.40%
Vanaspati 5.17% 5.18% 5.29% 6.10%
Oils 81.42% 84.51% 81.03% 79.10%
Food Products 6.26% 3.05% 4.15% 4.01%
Wind Power Generation 0.24% 0.22% 0.33% 0.36%
Others 3.16% 0.87% 1.20% 1.02%

 

 

 

 

 

 

 

443
 

 

 

For the Period ended
September 30, 2021 FY2021 FY2020 FY2019
Total 100.00% 100.00% 100.00% 100.00%

 

 

 

 

 

 

Revenue from operations

Our revenue from operations was %16,31,863.30 lakhs and 2 11,26,119.05 lakhs for the year ended March 31,
2021 and for six months period ended September 30, 2021, respectively which constituted 99.61% and 99.59%
of our Total Income for the same period respectively. In FY 2020 revenue from operations constituted 99.56% of
our Total Income.

Other Income

Our Other income was 26,434.41 lakhs and 4,579.57 lakhs for the year ended March 31, 2021 and for six months
period ended September 30, 2021, respectively which constituted 0.39% and 0.41% of Our Total Income for the
same period respectively. In FY 2020, Other Income constituted 0.44% of our Total Income.

Expenses
Cost of Material Consumed

Our Cost of Material Consumed was 213,99,663.27 lakhs and % 8,86,180.53 lakhs for the year ended March 31,
2021 and for six months period ended September 30, 2021 which constituted 85.43% and 78.37% of our Total
Income for the same period, respectively. In FY 2020 Cost of Material Consumed constituted 85.48% of our Total
Income.

Purchase of Stock in Trade

Our cost of purchase of stock in trade was 251,802.45 lakhs and % 91,819.17 lakhs for the year ended March 31,
2021 and for six months period ended September 30, 2021, respectively which constituted 3.16% and 8.12% of
our Total Income for the same period, respectively. In FY 2020 purchase of stock in trade constituted 2.94% of
our Total Income.

Employee Benefits Expense

Our employee benefits expense was 213,963.01 lakhs and 2 8,768.62 lakhs for the year ended March 31, 2021
and for six months period ended September30, 2021 which constituted 0.85% and 0.78% of our Total Income for
the same period, respectively. In FY 2020 employee benefit expenses constituted 1.16% of our Total Income.
Depreciation and Amortisation Expense

Our depreciation and amortisation expense was 713,325.09 lakhs and % 6,638.14 lakhs for the year ended March
31, 2021 and for six months period ended September 30, 2021, respectively which constituted 0.81% and 0.59%
of our Total Income for the same period, respectively. In FY 2020 depreciation and amortisation expense
constituted 1.03% of our Total Income.

Finance costs

Our finance costs was %37,071.87 lakhs and = 18,107.31 lakhs for the year ended March 31, 2021 and for six
months period ended September 30, 2021 which constituted 2.26% and 1.60% of our Total Income for the same
period, respectively. In FY 2020 finance cost constituted 0.85% of our Total Income.

Other Expenses

Our other expenses 21,05,627.91 lakhs and % 57,808.96 lakhs for the year ended March 31, 2021 and for six

months period ended September 30, 2021, which constituted 6.45% and 5.11% of our Total Income for the same
period, respectively. In FY 2020 other expenses constituted 7.35% of our Total Income.

444
Tax Expense

Our total tax expenses was %(16,637.16) lakhs and % 12,127.98 lakhs for the year ended March 31, 2021 and for
six months period ended September 30, 2021. Our total tax expenses in FY 2020 was (1,400.00) lakhs. For the
year ended March 31, 2021, the Company has unused tax losses (carry forward losses) in its books and leading to
% (16,637.16) lakhs tax expenses for the year ended March 31,2021. As on September 30, 2021, the unused tax
losses for which no deferred tax assets has been recognised is as per below table:

 

 

 

 

(in lakhs)
; _ Business Loss Available
Assessment Year Business Loss Unabsorbed Depreciation eoiilisadoh until
2016-2017 3 4,110.21 5
2017-2018 = 473,90 2
Total E 4,584.11

 

 

 

 

 

 

Profit for the year ended March 31, 2021 and for the period ended September 30, 2021.

Primarily for the reasons stated above, our profit for the year ended March 31, 2021 and for the period ended
September 30, 2021 was % 68,077.18 lakhs and % 33,780.52 lakhs, respectively which constituted 4.16% and
2.99% of our Total Income for the same period.

FY 2021 compared to FY 2020
Revenue from operations

Our revenue from operations increased to 716,31,863.30 lakhs in FY 2021 from 213,11,778.81 lakhs in FY 2020
primarily on account of increase in sale of Oils (Crude oils, Refined oils) by %3,16,148.22 lakhs, increase in sale
of vanaspati by 215,217.31 lakhs and increase in sale of other products (Seeds, Soap, Fresh Fruit Bunch, Seedling,
Toiletry preparations, Castor seed and Honey) by 2211.46 lakhs, which was partly offset by decrease in revenue
from seed extraction, sale of food products (Textured Soya protein and Soya flour) and wind power to the extent
of 34,336.31 lakhs, 26,362.42 lakhs and 2. 793.77 lakhs respectively during the same period.

Other Income

Other income increased by 11.75% to %6,434.41 lakhs in FY2021 from %5,757.75 lakhs in FY2020, primarily
because of increase in interest income on redeemable preference shares by %1826.24 lakhs, increase in export
incentive by %257.25 lakhs, increase in interest income on others by 202.58 lakhs, increase in lease rental income
by 2179.08 lakhs, increase in other receipts by 7156.29 lakhs, increase in net gain on sale of investment by 743.36
lakhs, increase in income of investment by 213.72 lakhs which was partly offset by decrease in interest on fixed
deposit by 1,460.14 lakhs, excess provision/liabilities no longer required written back by 7541.72 lakhs.

Expenses

Raw Materials Costs

Our raw materials costs increased by 24.28% to %13,99,663.27 lakhs in FY2021 from 211,26,248.85 lakhs in
FY2020, which was primarily due to increase in the cost of raw materials consumed by %2,72,272.18 lakhs and
increase in packing materials cost by %1,142.24. Increase in raw Material cost is in line with increase in Revenue
from operations post the acquisition of the Company under CIRP on December 18, 2019.

Purchase of Stock in Trade

Our cost of purchase of stock in trade increased by 33.91% to 751,802.45 lakhs in FY2021 from 238,683.09 lakhs,
in FY2020, which was in line with increase in raw Material cost is in line with increase in Revenue from operations
post the acquisition of the Company under CIRP on December 18, 2019.

Employee Benefits Expense

Our employee benefits expense decreased by 8.56% to 213,963.01 lakhs in FY2021 from 215,270.81 lakhs in

FY 2020, primarily due to reduction in salary, wages and bonus by 21,161.16 lakhs; leave compensation absences
by %25.60lakhs, contribution to PF and other funds by 754.17 lakhs and Staff welfare expense by %119.48 lakhs.

445
Depreciation and Amortisation Expense

Our depreciation and amortisation expense decreased by 1.86% to 713,325.09 lakhs in FY2021 from 13,577.36
lakhs in FY2020, primarily due to decline in provisioning of depreciation on plant, property and equipment by
2247.27 lakhs and decline in amortisation on intangible assets by % 5.00 lakhs.

Finance cost

Our finance costs increased by 230.07% to 237,071.87 lakhs in FY2021 from 211,231.48 lakhs in FY2020,
primarily as a result of. increase in interest expenses by = 24,473.52 lakhs, increase in other borrowing costs by
2288.53 lakhs and increase in finance cost on redeemable preference shares by 71,078.34 lakhs.

Other Expenses

Our other expenses increased by 9.00% to 105,627.91 lakhs in FY2021 from 296,904.47 lakhs in FY2020, which
was primarily due to increase in freight and forwarding charges (net of recoveries) of 5,432.22 lakhs, increase in
export expenses by 2579.24 lakhs, increase in net loss of commodity hedging by 29,285.72 lakhs, increase the
corporate social responsibility (CSR) expenditure by 71,000.00 lakhs which was partly offset by a decrease in
advertisement and sales promotion expenses by 23,264.38 lakhs, reduction in legal and professional expenses by
21919.51 lakhs, reduction in consumables expenses by 2627.77 lakhs, reduction in travelling & conveyance by
2383.92 lakhs, reduction in net loss on sale/discard of fixed assets by 2377.31 lakhs, reduction in net (Gain) on
Sale/Loss on foreign currency transaction/translation by 7663.99 lakhs and reduction in impairment in value of
investment by 335.93 lakhs.

Tax Expense

Our total tax expenses decreased to %(16,637.16) lakhs in FY2021 from (1,400.00) lakhs in FY2020. Our total
tax expenses decreased mainly because of deferred tax assets.

Profit for the Year

Primarily for the reasons stated above, our profit for the year decreased by 91.18% to 268,077.18 lakhs in FY2021
as compared to 2771,461.39 lakhs in FY2020.

FY 2020 compared to FY 2019
Revenue from operations

Our revenue from operations increased to 713,11,778.81 lakhs in FY 2020 from 212,72,923.31 lakhs in FY2019
primarily on account of increase in sale of Oils (Crude oils, Refined oils) by 56,028.16 lakhs, increase in sale of
food products (Textured Soya protein and Soya flour) by 73,319.31 lakhs and increase in sale of other products
(Seeds, Soap, Fresh Fruit Bunch, Seedling, Toiletry preparations, Castor seed and Honey) by 22,762.28 lakhs,
which was partly offset by decrease in revenue from seed extraction, sale of vanaspati and wind power to the
extent of 714,702.20 lakhs, % 8,326.73 lakhs and % 225.31 lakhs respectively during the same period.

Other Income

Other income decreased by 42.44 % to 25,757.75 lakhs in FY2020 from 210,002.25 lakhs in FY2019, primarily
because of reduction in excess provision/liabilities no longer written-back by 4,442.90 lakhs, reduction in fair
value adjustment for investment by %9.92 lakhs, reduction in net gain on sale of investments by %353.72 lakhs,
reduction in export incentive by 21,568.34 lakhs, which was partly offset by increase in interest on fixed deposit

by 21,197.41 lakhs, increase in income on redeemable preference shares by %727.69 lakhs and increase in other
receipts by 203.09 lakhs.

Expenses
Raw Materials Costs

Our raw materials costs increased by 2.69% to %11,26,248.85 lakhs in FY2020 from 210,96,789.57 lakhs in
FY2019, which was primarily due to increase in the cost of raw materials consumed by 230,266.93 lakhs and

446
which was partly offset by decrease of packing materials cost to the extent of 807.65 lakhs. Increase in raw
Material cost is in line with increase in Revenue from operations post the acquisition of the Company under CIRP
on December 1, 2019.

Purchase of Stock in Trade

Our cost of purchase of stock in trade increased by 8.86% to 238,683.09 lakhs in FY2020 from 235,535.68 lakhs
in FY2019, which was in line with increase in raw Material cost is in line with increase in Revenue from operations
post the acquisition of the Company under CIRP on December 1, 2019.

Employee Benefits Expense

Our employee benefits expense increased by 1.00% to 15,270.81 lakhs in FY2020 from 215,118.96 lakhs in
FY2019, primarily due to increase in leave compensation absences by 2140.05 lakhs; gratuity by 24.47 lakhs,
contribution to PF and other funds by %60.44 lakhs and Staff welfare expense by 226.63 lakhs decrease in salary,
wages and bonus expenses by 299.74 lakhs.

Depreciation and Amortisation Expense

Our depreciation and amortisation expense decreased by 1.79% to 213,577.36 lakhs in FY2020 from 213,824.44
lakhs in FY2019, primarily due to decline in provisioning of depreciation on plant, property and equipment by
2216.33 lakhs and decline in amortisation on intangible assets by 2. 30.75 lakhs.

Finance cost

Our finance costs increased by 1506.63% to 211,231.48 lakhs in FY2020 from %699.07 lakhs in FY2019, primarily
as a result of. increase in interest expenses by 210,118.08 lakhs, increase in other borrowing costs by %19.68 lakhs
and provision for dividend on redeemable preference shares of 7394.65 lakhs.

Other Expenses

Our other expenses decreased by 6.88% to %96,904.47 lakhs in FY2020 from 21,04,065.70 lakhs in FY2019,
which was primarily due to decrease in freight and forwarding charges (net of recoveries) of %4,020.48 lakhs,
reduction in export expenses by 2836.23 lakhs, reduction in establishment and other expenses by 24,020.29 lakhs
which was partly offset by increase in advertisement and sales promotion expenses by 21,598.68 lakhs and
increase in manufacturing expenses by 7117.09 lakhs.

Tax Expense

Our total tax expenses decreased to 21,400.00 lakhs in FY2020 from %nil in FY2019. Our total tax expenses
decreased mainly because of written back of earlier years income tax.

Profit for the Year

Primarily for the reasons stated above, our profit for the year increased by 22,504.34% to 27,71,461.39 lakhs in
FY2020 as compared to 23,412.89 lakhs in FY2019.

Liquidity and Capital Resources

Cash Flows

The following table sets forth our cash flows for six months period ended September 30, 2021 and FY2021,

FY2020 and FY2019:
(%in lakhs)

 

 

 

 

 

 

 

For six months

period ended FY2021 FY2020 FY2019
September 30, 2021
Net cash flow from operating activities 25,191.66 24,329.40 | (6,087.63) 23,755.76
Net cash flow from investing activities (8,114.66) (4,398.08) | (2,577.19) | (11,178.65)
Net cash flow from financing activities (48,494.15) | (30,684.26) 8,242.50 (476.13)
Net increase/ (decrease) in cash and cash (4,417.15) | (10,752.94) (422.33) 12,100.98
equivalents

 

 

 

 

 

447
Cash in the form of cash at banks and on hand and short-term deposits with an original maturity of three months
or less, together represents our cash and cash equivalents.

Cash Flows from Operating Activities

For six months period ended September 30, 2021

Net cash flow from our operating activities was = 25,191.66 lakhs for the period ended September 30, 2021. Our
profit before tax was = 45,908.50 lakhs, which was adjusted for non-cash and other items in a net amount of =

21,937.86 lakhs, resulting in an operating profit before working capital changes of 2 67,846.36 lakhs

The following key adjustments were made to operating profit, before working capital changes, to arrive at cash
flow from operating activities:

© an increase in inventories of % 26,024.17 lakhs, primarily on account of increasing trend of revenue from
operations and business stability, post our acquisition w.e.f. December 18, 2019, under CIRP process;

© — anincrease in trade and other receivables of = 25,340.73 lakhs, primarily on account of corresponding increase
in revenue from operations;

¢ an increase in trade and other payables of = 9,322.44 lakhs, primarily on account of availability of goods on
better credit period post our acquisition;

¢ The cash generated from our operations stood at = 25,803.90 lakhs in the period ended September 30, 2021
from 2 24,840.04 lakhs in FY2021. We paid net direct taxes of = (612.24) lakhs.

FY2021
Net cash flow from our operating activities was 24,329.40 lakhs in FY2021. Our profit before tax was 51,440.02
lakhs, which was adjusted for non-cash and other items in a net amount of %46,948.38 lakhs, resulting in an

operating profit before working capital changes of 298,388.40 lakhs

The following key adjustments were made to operating profit before working capital changes to arrive at cash
flow from operating activities:

© an increase in inventories of 21,00,875.00 lakhs, primarily on account of increasing trend of revenue from
operations and business stability post our acquisition w.e.f. 18th December 2019 under CIRP process;

* — anincrease in trade and other receivables of 211,956.15 lakhs, primarily on account of corresponding increase
in revenue from operations;

© an increase in trade and other payables of 739,282.79 lakhs, primarily on account of availability of goods on
better credit period post our acquisition;

« The cash generated from our operations stood at 224,840.04 lakhs in FY 2021 from 2 (5,742.81) lakhs in
FY2020. We paid net direct taxes of (510.64) lakhs.

FY2020
Net cash flow from our operating activities was %(6,087.63) lakhs in FY2020. Our profit before tax was
27,70,061.39 lakhs, which was adjusted for non-cash and other items in a net amount of %(7,24,157.13) lakhs,

resulting in an operating profit before working capital changes of 745,904.26 lakhs.

The following key adjustments were made to operating profit before working capital changes to arrive at cash
flow from operating activities:

© an increase in inventories of 29,376.36 lakhs, primarily on account of commensurate increase in revenue from
operations;

448
© a decrease in trade and other receivables of 43.11 lakhs, primarily on account of commensurate increase in
revenue from operations;

¢ a decrease in trade and other payables of 242,313.82 lakhs, primarily on account of limited credit period
available to the company due to continuation of CIRP process up to December 18, 2019 resulting in decrease
in trade payables;

« The cash generated from our operations stood at %(5,742.81) lakhs in FY2020 from 221,832.43 lakhs in
FY2019. We paid net direct taxes of (344.82) lakhs .

FY2019

Net cash flow from our operating activities was 223,755.76 lakhs in FY2019. Our profit before tax was 23,412.89
lakhs, which was adjusted for non-cash and other items in a net amount of 715,414.05 lakhs, resulting in an
operating profit before working capital changes of 718,826.94 lakhs.

The following key adjustments were made to operating profit before working capital changes to arrive at cash
flow from operating activities:

© an increase in inventories of 26,978.78 lakhs, primarily on account of normal trend of increase in inventory
on account of nominal increase in revenue from operations;

© — anincrease in trade and other receivables of 22,442.47 lakhs, primarily on account of normal trend of increase
in inventory on account of nominal increase in revenue from operations.;

¢ an increase in trade and other payables of 712,426.74 lakhs, primarily on account of limited credit period
available to the company due to continuation of CIRP process from December 15, 2017 onwards resulting in
decrease in trade payables.

The cash generated from our operations stood at 721,832.43 lakhs in FY2019 from 224,499.14 lakhs in FY2018.
We paid net direct taxes of 21,923.33 lakhs.

Cash Flows from Investing Activities
For six months period ended September 30, 2021

Net cash used in investing activities was = 8,114.66 lakhs for the period ended September 30, 2021, which
primarily related to increase in capital expenditure of 2 1,481.44 lakhs, payment of acquisition of Biscuits Business
of 2 6,002.50 lakhs and increase in other balance with banks amounting to = 976.47 lakhs. Our capital expenditures
related to capacity expansion and maintenance of capacities. For a detailed breakdown of our capital expenditure,
see "—Capital Expenditure" below.

FY 2021

Net cash used in investing activities was 74,398.08 lakhs during FY2021, which primarily related to increase in
capital expenditure of %2,047.20 lakhs and increase in Other Balance with Banks amounting to 73,457.04 lakhs.
Our capital expenditures related to capacity expansion and maintenance of capacities. For a detailed breakdown
of our capital expenditure, see "—Capital Expenditures" below.

FY2020

Net cash used in investing activities was 22,577.19 lakhs during FY2020, which primarily related to increase in
capital expenditure of 21,930.08 lakhs. Our capital expenditures related to capacity expansion and maintenance
of capacities. For a detailed breakdown of our capital expenditure, see "—Capital Expenditures" below.

FY2019

Net cash used in investing activities was 211,178.65 lakhs during FY2019, which primarily consisted of increase

in capital expenditure of 7713.68 lakhs, proceeds on account of Capital reduction amounting to 71,632.00 lakhs
and increase in other balance with banks 713,259.10 lakhs. Our capital expenditures related to capacity expansion

449
and maintenance of capacities. For a detailed breakdown of our capital expenditure, see "Capital Expenditures"
below.

Cash Flows from Financing Activities

For the period ended September 30, 2021

Net cash generated from financing activities was = (18,494.15) lakhs for the period ended September 30, 2021,
which primarily consisted of net of long-term borrowings of 2 (6,886.06) lakhs, net of short term borrowings of
% 4,222.42 lakhs.

FY 2021

Net cash generated from financing activities was %(30,684.26) lakhs during FY 2021, which primarily consisted
of net of long-term borrowings of 4,562.61 lakhs, net of short term borrowings of %(1,607.59) lakhs.

FY2020

Net cash used in financing activities was %8,242.50 lakhs during FY 2020, which primarily consisted of a long-
term borrowing of %2,40,000.00 lakhs, net of short term borrowings of %63,029.93 lakhs

FY 2019

Net cash generated from financing activities was 7476.13 lakhs during FY 2019, which consisted of a net decrease
in finance costs of 7476.13 lakhs.

Borrowings
The following table provides the types and amounts of our outstanding indebtedness as per our Restated Financial

Statements, as at September 30, 2021:
(3in lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at
September 30,
2021

Borrowings (Current + Non-Current)

At Amortised Cost
A Term Loans from Banks

Secured

= Rupee Loans # 2,31,990.06
B Working Capital Loans from Banks

Secured

- Rupee Loans 4,555.55
C Loans Repayable on Demand (Working Capital from Banks)

Secured

- Rupee Loans 65,579.59
D 0.0001% Non-Convertible Cumulative Redeemable Preference Share

Unsecured

4,50,00,000 of face value of 2100/- each fully paid-up 43,098.60
E 9% Unsecured Non-Convertible Cumulative Debentures

4,500 of face value of 210,00,000/- each fully paid-up 45,000.00
F Other Borrowings — Unsecured

Working Capital (TReDS) 65.17

3,90,288.97
# Net off of upfront fees amounting to & 1,130.94 lakhs

 

 

Capital Expenditure

Historical capital expenditure

450
We have not incurred any capital expenditure except in the ordinary course of business on account of maintenance
and normal wear and tear of the assets primarily relating to Edible Oil Refinery, Crushing Division and Oil palm
division. The details of capital expenditure for each of the period is indicated below:

(in lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

‘As on September
30, 2021 FY2021 FY2020 FY2019
Owned Assets
Freehold land 1,763.59 : : :
Building 1,478.98 119.94 162.09 4.02
Plant and Equipment 2,655.48 1,510.78 698.11 897.50
Windmills - 178.10 - -
Office equipment 137.39 49.15 125.48 51.86
Furniture and Fixtures 31.28 2.63 3.07 2.68
Softwares 1,92 16.66 17.41 7AL
Vehicles 11.04 45.31 7.90 7.81
Total of owned Assets (A) 6,079.68 | 1,922.57 1014.06 970.98
Right of use Assets
Leasehold land - - - -
Land : : 85.14 :
Contract Manufacturing Rights 350.00
Total of Right of Use Assets (B) 350.00 Z 85.14 5
Goodwill (C) 1,082.42 z 7 z
Total Assets (A+ B + C) 7,512.10 | 1,922.57 1,099.20 970.98
Contingent Liabilities and commitments
(in lakhs,
ee os As at Asat Asat
30, 2021 March 31, 2021 | March 31,2020 | March 31, 2019

 

A Contingent liabilities
a) | Claims against the Company not # # # 3,095.15
acknowledged as debts (to the
extent quantified)

b) _| Guarantees

(__| Outstanding bank Guarantees 7,128.78 8,340.67 3,468.70 1,866.72
(ii) | Outstanding corporate guarantees
given on behalf of

-Indian Associate (Sanctioned # -# # 3,726.00
amount NIL [Previous Year
%9,600.00/- Lakhs ])

© | Other Money for which Company
is Contingently liable

@__| Disputed Demand:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1. Excise Duty + -# # 8,811.87
2. Service Tax # -# # 1,542.36
3. Customs Duty # -# # 18,429.42
4. Income tax. # -# # 3,093.16
5. Other Acts # -# # 29.37
6. Sales Tax # -# # 83,456.94

 

#As per approved resolution plan, the contingent liabilities and commitments, claims and obligations, stand extinguished
and accordingly no outflow of economic benefits is expected in respect thereof. The Resolution plan, among other matters
provide that upon the approval of this Resolution Plan by the National Company Law Tribunal (NCLT) and settlement and
receipt of the payment towards the IRP Costs and by the creditors in terms of this plan, all the liabilities demands, damages,
penalties, loss, claims of any nature whatsoever (whether admitted/verified/submitted/rejected or not, due or contingent,
asserted or unasserted, crystallised or uncrystallised, known or unknown, disputed or undisputed, present or future)
including any liabilities, losses, penalties or damages arising out of non-compliances, to which the Company is or may be
subject to and which pertains to the period on or before the Effective Date (i.e. September 06, 2019) and are remaining as
on that date shall stand extinguished, abated and settled in perpetuity without any further act or deed. The Resolution plan
further provides that implementation of resolution plan will not affect the rights of the Company to recover any amount
due to the Company and there shall be no set off of any such amount recoverable by the Company against any liability
discharged or extinguished.

‘As note given above, the following are also not considered as contingent liabilities as on September 30, 2021, March 31,
2021 and March 31, 2020:-

 

 

 

 

 

451
 

As at
September
30, 2021
(ii) | a) Deputy State Tax Commissioner Corporate, Rajkot, Gujarat, during inspection under Gujarat Value Added Tax
Act-2003 alleged that dealers from whom purchases were made by the Company during FY 2013-2014 to 2017-
2018 have not paid tax to government treasury in its Order dated September 26, 2013 and due to that input credit
claimed by the Company is not eligible. It is also alleged that the Company has not done transactions on market
price. Therefore, provisional demand of & 16,207.77/- Lakh of Tax and % 24,311.66/-Lakh of penalty aggregating
to % 40,519.43/- Lakh have been made against the Company and impounded Company’s plants at Kandla which
include Refinery, Oleochem and Guargum Division. The Company has made submissions including stay application
on October 13, 2013 and following up the matter with the appropriate authorities. The Company, based on merits
of the case, does not expect material liability on this account hence no provision has been made in the books of

accounts for the year ended March 31, 2018.

Asat As at As at
March 31, 2021 | March 31,2020 | March 31, 2019

 

 

 

 

 

 

 

(b) Deputy State Tax Commissioner Corporate, Rajkot, Gujarat, during inspection under Gujarat Value Added Tax
Act-2003 alleged that dealers from whom purchases were made by the Company during FY 2013-2014 to 2017-
2018 have not paid tax to government treasury in its Order dated September 26, 2013 and due to that input credit
claimed by the Company is not eligible. It is also alleged that the Company has not done transactions on market
price. Therefore, demand of % 13,441.18/- Lakh of Tax and % 28,835.63/- Lakh of penalty aggregating to =
43,276.81/- Lakh have been made against the Company and Company’s plants at Kandla which include Refinery,
Oleochem and Guargum Division has been impounded. The Company has made submissions including stay
application on October 13, 2013 and following up the matter with the appropriate authorities. The Company, based
on merits of the case, does not expect material liability on this account hence no provision has been made in the
books of accounts. Furthermore, Gujarat High Court passed an order in this matter pursuant whereby the
retrospective cancellation of registration has stayed and the matter is remanded to Tribunal for further hearing,
which is pending.

(ii) | During an earlier year i.e. on January 3, 2012, the Company had received claims amounting to USS 6,62,67,857.31
(to the extent quantified) from two overseas entities (claimants) in respect of performance guarantees purportedly
given by the Company as a second guarantor on behalf of an overseas entity in respect of contracts entered into
between the claimants and the overseas entity having jurisdiction in the southern district of New York. The
Company denies giving the guarantees and has disputed the claims and is has taken appropriate legal actions and
making suitable representations in the matter. The Company does not expect that any amount will become payable
in respect of the claims made. No provision is made in respect of the same in the books of account.

(iv) | Inrelation to trading in Castor seed contracts on National Commodity and Derivative Exchange Limited (NCDEX),
pending investigation by SEBI, amount of liability, if any, can not be ascertained at this stage.

(v) | The Competition Commission of India has issued a notice under section 36(2) read with section 41(2) of The
Competition Act, 2002 (the Act) into alleged violations of the said Act. The Company has made representation in
the matter from time to time. Later a investigation by Director General was initiated under section 26(1) of the Act.
The hearing was completed on June 28, 2016 and Competition Commission of India had passed an order clearly
stating that there was no contravention of the provisions of the Act. Aggrieved by the same, the other party filed the
writ petition in High Court of Delhi on April 25, 2017 challenging the order of the Competition Commission of
India. The final order of the High Court is awaited. Pending receipt of the order, liability, if any, that may arise in
this regard cannot be ascertained at this stage.

(vi) | The Honourable Supreme Court, has passed a decision on February 28, 2019 in relation to inclusion of certain
allowances within the scope of “Basic wages” for the purpose of determining contribution to provident fund under
the Employees Provident Funds & Miscellaneous Provisions Act, 1952. The Company is awaiting further
clarifications in this matter in order to reasonably assess the impact on its financial statements, if any. Accordingly,
the applicability of the judgement to the Company, with respect to the period and the nature of allowances to be
covered, and resultant impact on the past provident fund liability, cannot be reasonably ascertained, at present.

 

 

 

 

 

 

 

 

(vii) | EPCG Licences benefit in event of # -# # 20.98
default of Export Obligation.

B Commitments

a) Estimated amount of contracts 513.77 356.50 124.70 145.98

remaining to be executed on
capital account and not provided
for (Net of advances)
b) | Other Commitments
Export Obligations in relation to # # # 716.49
EPCG Benefits

 

 

 

 

 

 

 

 

 

 

Off-Balance Sheet Arrangements

There are no Off- Balance sheet arrangements. Commodity and Foreign exchange hedging are treated as part of
business and the impact of the same is reflected in the profit and loss account under the head “other expenses”.

Changes in Accounting Policies

452
Other than as disclosed in the section titled “Restated Financial Statements” on page 321, there have been no
changes in our accounting policies during the six months period ended September 30, 2021 and for Fiscals 2021,
2020 and 2019.

Quantitative and Qualitative Disclosure about Market Risk

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

We have exposure to risks arising from financial instruments viz (i) Market risk including (a) currency risk; (b)
interest rate risk: (c) Commodity Risk; and (d) Equity Risk, (ii) Credit Risk and (iii) Liquidity Risk. Our primary
risk management focus is to minimize potential adverse effects of risks on its financial performance. Our risk
management assessment policies and processes are established to identify and analyse the risks faced by us, to set
appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and
management of these policies and processes are reviewed regularly to reflect changes in market conditions and
our activities. Our Board of Directors and the Audit Committee are responsible for overseeing these policies and
processes.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. Our exposure to market risk for changes in interest rates relates to borrowings
from banks and others.

Interest rate sensitivity - fixed rate instruments — We have fixed rate borrowings — 0.0001% Preference Shares
issued to Patanjali Ayurved Limited and 9% Debentures issued to Patanjali Ayurved Limited in FY 2020 and have
made investment into 6% preference shares of GHI Energy Private Limited issued in the year 2011-2012. These
are carried at fair value as they are not subject to interest rate risk as defined in Ind AS 107, since neither the
carrying amount nor the future cash flow will fluctuate because of a change in market interest rates.

453
Interest rate sensitivity - variable rate instruments

The variable rate borrowings of the Company are in the nature of Term Loans and working capital borrowings the
details of which are as below:
(in lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 20: FY2021 FY2020 FY2019
2021

Borrowings
Long term

Rupee Loans 2,36,545.61 2,43,356.11 238,642.79 32,109.31

Foreign Currency Loan # = es 25,367.42
Short term 65,579.59 61,025.20 63,029.93 732,317.77
Variable rate borrowings 3,02,125.20 304,381.31 3,01,672.72 7,89,794.50

 

A reasonably possible change of 100 basis points in interest rates at the reporting date would have increased
/(decreased) equity and profit or loss by amounts shown below. This analysis assumes that all other variables, in
particular, foreign currency exchange rates, remain constant. This calculation also assumes that the change occurs
at the balance sheet date and has been calculated based on risk exposures outstanding as at that date:

(in lakhs)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2021
: Impact on Profit/(loss) before tax
Bertola 100 bp increase 100 bp decrease
On account of Variable Rate Borrowings from Banks (3,021.25) 3,021.25
Sensitivity (3,021.25) 3,021.25
(in lakhs)
March 31, 2021
: Impact on Profit/(loss) before tax
Hartiealars 100 bp increase 100 bp decrease
On account of Variable Rate Borrowings from Banks (3,043.81) 3,043.81
Sensitivity (3,043.81) 3,043.81
(in lakhs)
March 31, 2020
: Impact on Profit/(loss) before tax
poe 100 bp increase | _ 100 bp decrease
On account of Variable Rate Borrowings from Banks (3,016.73) 3,016.73
Sensitivity (3,016.73) 3,016.73
(in lakhs)
March 31, 2019
Particul Impact on Profit/(loss) before tax
articulars 100 bp increase 100 bp decrease
On account of Variable Rate Borrowings from Banks (7,897.94) 7,897.94
Sensitivity (7,897.94) 7,897.94

 

 

 

 

 

Commodity Risk

The prices of agricultural commodities are subject to wide fluctuations due to unpredictable factors such as
weather, government policies, changes in global demand resulting from population growth and changes in
standards of living and global production of similar and competitive crops. During its ordinary course of business,
the value of our open sales and purchases commitments and inventory of raw material changes continuously in
line with movements in the prices of the underlying commodities. To the extent that its open sales and purchases
commitments do not match at the end of each business day, we are subjected to price fluctuations in the
commodities market.

While we are exposed to fluctuations in agricultural commodities prices, our policy is to minimise its risks arising

from such fluctuations by hedging our sales either through direct purchases of a similar commodity or through
futures contracts on the commodity exchanges.

454
(in lakhs)

 

 

 

 

 

Profit/(Loss) March 31, 2019
Effect in Indian Rupees
Strengthening Weakening
EUR 37.70 (37.70)
USD (1,493.74) 1,493.74
AUD 0.08 (0.08)

 

 

 

 

 

For more details on foreign exchange risk, see "~ Significant Factors Affecting our Results of Operations
Foreign exchange fluctuations and Commodity price fluctuations" on page 415.

Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails
to meet its contractual obligations and arises principally from the Company’s receivables from customer. The
Company establishes an allowance for doubtful debts, impairment and expected credit loss that represents its
estimate on expected credit loss model.

Trade receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer.
The demographics of the customer, including the default risk of the industry has an influence on credit risk
assessment. Credit risk is managed through credit approvals, establishing credit limits and continuously
monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of
business.

For more details on Credit Risk, see "Note 42 — Restated Financial Statements” on page 394.
Impact of COVID

We are engaged in manufacturing of edible oils, oil seed extraction and other food products which are fast moving
consumer products, and are all categorized as ‘essential goods’, our operations were not significantly impacted
except initial impact on account of migration of labour. We have made arrangements to meet the Government
authorities requirement on sanitization and social distancing. During lockdown period, there was an adverse
impact on institutional demand which was compensated by increase in home consumption.

Our raw materials supplies were not impacted except temporary delays in the initial period of lockdown. However,
we have ensured availability of same by constantly monitoring the reordering levels as well ensuring adequate
stock of raw material & packaging material to consider of any such scenario.

Our Revenue from Operations declined in QIFY 2020 (compared to previous quarter) which coincided with the
strict nationwide lockdown. However, our Revenue from Operations have increased in the three subsequent
quarters in FY 2020 and our Revenue from Operations for the year ended March 31, 2021. Our Revenue from
Operations for the year ended March 31, 2021 was higher than our Revenue from Operations in the corresponding
period in the previous year.

The ultimate impact will depend on a number of factors, many of which are outside our control. These factors
include the duration, severity and scope of the pandemic, the impact of the pandemic on economic activity in India
and globally, the eventual level of infections in India or in the regions in which we operate, and the impact of any
actions taken by governmental bodies or health organizations (whether mandatory or advisory) to combat the
spread of the virus. These risks could have an adverse effect on our business, results of operations, cash flows and
financial condition.

As on the date of this Prospectus, while we believe that our business operations have not been significantly

impacted by COVID-19, there is significant uncertainty on the impact of COVID-19 on global and Indian
economy and we may not be able to accurately predict its near term or long-term impact on our business.

456
In the course of hedging our sales either through direct purchases or through futures, we may also be exposed to
the inherent basis risk associated with having positions in physical as well as in futures market. We have in place
a risk management policy to minimize such risk exposure.

At the balance sheet date, a 1% increase/decrease of the commodities price indices, with all other variables
remaining constant, would result in (decrease)/increase in profit before tax and equity by the amounts as shown
below:

 

 

 

 

 

 

 

 

 

 

 

(%in lakhs)
Profit/(loss)
Particulars September 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019
Increase | Decrease | Increase | Decrease | Increase | Decrease | Increase | Decrease
Effect of (increase) | (291.26) 291.26 | (127.53) 127.53 (2.80) 2.80 5.22 (6.22)
/ decrease in prices
‘Assumptions used for calculation
Inventory - - - - - - | Commodity value *
1%
Derivative contract - - - - - - | Value * 1%

 

 

 

 

 

 

 

 

 

 

Equity Risk

Equity Price Risk is related to the change in market reference price of the investments in equity securities. The
fair value of some of the Company’s investments in Fair value through Other Comprehensive Income securities.
exposes the Company to equity price risks. In general, these securities are not held for trading purposes. These
investments are subject to changes in the market price of securities. The fair value of equity securities as of
September 30, 2021, was % 2,079.77 lakh (for the Fiscal year ended (i) March 2021, was = 1,708.77 lakh; (ii)
March 2020, was 2 583.33 lakh; and (iii) March 2019, was = 946.10 lakh). A Sensex standard deviation of 6%
(For the Fiscal year ended (i) March 2021, was 16%; (ii) March 2020, was 7%; and (iii) March 2019, was 4%)
would result in change in equity prices of securities held as of September 30, 2021, by = 124.79 Lakh. (For the
Fiscal year ended (i) March 2021, by = 273.40 lakh; (ii) March 2020, by & 40.83 lakh; and (iii) March 2019, by =
37.84 lakh).

Foreign Exchange Risk
Changes in currency exchange rates influence our results of operations.

The fluctuation in foreign currency exchange rates may have potential impact on our profit and loss account,
where any transaction has more than one currency or where assets/liabilities are denominated in a currency other
than the functional currency of the entity.

Considering the countries and economic environment in which we operate, our operations are subject to risks
arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in U.S.
dollar and Euro, against the respective functional currencies (2) of the Company.

We as per our risk management policy, uses foreign exchange and other derivative instruments primarily to hedge
foreign exchange and interest rate exposure. We do not use derivative financial instruments for trading or
speculative purposes.

A 1% strengthening / weakening of the respective foreign currencies with respect to functional currency of
Company would result in increase or decrease in profit or loss as shown in table below. The following analysis
has been worked out based on the exposures as of the date of statements of financial position.

(in lakhs)

 

Profit/(Loss) September 30,

 

 

 

 

 

Effect in Be Profit/(Loss) March 31, 2021 | Profit/(Loss) March 31, 2020
aaa ceed Steerer ed Mccain el Steers ee al Racal Scent ene ee cee

EUR 3.59 (3.59) 4.63 (4.63) 5.92 (5.92)
USD 4.98 (4.98) 3.90 (3.90) (6.46) 5.46
AUD 0.10 (10) 0.10 (0:10) 0.04 (0.04)

 

 

 

 

 

 

 

 

455
Total Turnover of each Major Industry Segment in which the Company Operates

As per Ind AS — 108: Segment Reporting, we have six reportable operating segments namely Seed extraction,
Vanaspati, Oils, Food products, Wind Turbine Power Generation and other. For further information, see “Restated
Financial Statements — Note 37 — Segment Reporting” on page 379.

Unusual or Infrequent Events or Transactions

Except as described in this Prospectus, there have been no other events or transactions that, to our knowledge,
may be described as “unusual” or “infrequent”.

Known Trends or Uncertainties

Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising
from the trends identified above in “~ Significant Factors Affecting our Results of Operations” and the
uncertainties described in “Risk Factors” on pages 414 and 33, respectively. To our knowledge, except as
discussed in this Prospectus, there are no known trends or uncertainties that have or had or are expected to have a
material adverse impact on revenues or income of our Company from continuing operations.

New Products or Business Segments

Except as disclosed in this Prospectus, we have not publicly announced any new products or business segments.
For details of new products, please refer to “Our Business” on page 183.

Future Relationship between Cost and Income

 

Other than as described elsewhere in the sections “Risk Factors”, “Our Business” and “Management's Di: ion
and Analysis of Financial Condition and Results of Operations” on pages 33, 183 and 413, respectively, to our
knowledge there are no known factors that will have a material adverse impact on our operations and finances.

Seasonality of Business
There is no material seasonal variation in our opertaions.

Significant Dependence on a Single or Few Customers or Suppliers
We are not dependent upon a single or few customers or suppliers.

Significant Economic Changes that materially affect or are likely to affect Income from Continuing
Operations

Our business has been subject, and we expect it to continue to be subject, to significant economic changes that
materially affect or are likely to affect income from continuing operations identified above in “~ Significant
Factors Affecting our Results of Operations” and the uncertainties described in “Risk Factors” on pages 414 and
33, respectively.

Competitive Conditions
We operate in a competitive environment. See sections, “Our Business”, “Industry Overview”, “Risk Factors -
We operate in a competitive environment and may not be able to effectively compete which could have a material

adverse effect on our business, results of operations and financial condition” and “— Significant Factors Affecting
our Results of Operations and Financial Condition - Competition” on pages 183, 130, 51 and 416, respectively.

457
(a)

(b)

©

(d)

Significant Developments after September 30, 2021 that may affect our Future Results of Operations
Except as disclosed in this Prospectus in relation to:

Execution of an Agreement dated December 24, 2021with Patanjali Ayurved Limited for supply of oils namely
mustard oil, sunflower oil, soybean oil, ground nut oil, rice bran oil.

Execution of third addendum to Contract Manufacturing Agreement dated February 15, 2022 to Contract
Manufacturing Agreement dated June 2, 2021 read with the addendum dated June 29, 2021 and second addendum
dated August 14, 2021 for manufacturing FMCG, Ayurvedic drugs and Nutraceutical products.

Execution of second addendum dated February 15, 2022 to Brand License Agreement dated June 2, 2021 read
with the addendum dated June 29, 2021.

The equity shares of Ruchi Industries Pte Ltd, Singapore have been transferred from our Company to Sanatan
Multi Skill Development and Education Private Limited on February 18, 2022 pursuant to the execution of share
purchase agreement dated March 27, 2020.

In the normal course of our business and in accordance with the SEBI Listing Regulations, our Company on
February 13, 2022, has disclosed limited-review financial results as at and for the nine months period ended
December 31, 2021, (“Limited Review Financial Results”). While a copy of the Limited Review Financial
Results have also been annexed herein as Annexure I, our Company has also included a web-link to such Limited
Review Financial Results. For details see, “Other Financial Information” on page 410.

no other circumstances have arisen since September 30, 2021, that are materially likely to affect, our operations
or profitability, or the value of our assets within the next 12 months.

458
FINANCIAL INDEBTEDNESS

As on the date of this Prospectus, indebtedness is primarily availed by PCAPL, which was amalgamated with our

Company. For details see, History and Certain Other Corporate Matters” on page 259.

Our Company has obtained the necessary consents required under the relevant financing documentation for
undertaking the Issue. For details of the borrowing powers of our Board, see “Our Management - Borrowing

Powers” on page 275.

The details of the indebtedness of our Company as on December 31, 2021 is provided below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in & lakhs)
Caan or berowing Sanctioned Outstanding amount as
amount on December 31, 2021
SECURED BORROWINGS
Fund based borrowings
‘Term loan from Banks 2,40,000.00 2,30,338.19
State Bank of India 1,00,000.00 95,601.34
Punjab National Bank 45,000.00 43,813.68
Union Bank of India 50,000.00 47,405.00
Syndicate Bank (now Canara Bank) 20,000.00 19,135.08
Allahabad Bank (now Indian Bank) 25,000.00 24,383.09
Working Capital — Cash Credit (Regular)* 80,000.00 59,681.37
State Bank of India 20,000.00 14,640.23
Punjab National Bank 25,000.00 25,046.61
Union Bank of India 10,000.00 -
Syndicate Bank (now Canara Bank) 20,000.00 19,994.53
Allahabad Bank (now Indian Bank) 5,000.00 =
Working Capital — Covid 19 Facility (emergency credit line) 8,000.00 3,271.60
State Bank of India 2,000.00 782.84
Punjab National Bank 2,500.00 1,154.05
Union Bank of India 1,000.00 333.33
Syndicate Bank (now Canara Bank) 2,000.00 717.78
Allahabad Bank (now Indian Bank) 500.00 223.60
Total Secured Fund based borrowings (A) '3,28,000.00 2,93,291.16
Non fund based borrowings - Bank Guarantees (i) 4,927.17
State Bank of India (SBI)- 5% Margin # 4,062.92
State Bank of India (SBI) - 100% Margin Ht 61.54
Punjab National Bank (PNB) - 100% Margin Ht 262.14
Corporation Bank (now Union Bank of India) - 100% Margin Ht 537.04
Oriental Bank of Commerce (Now PNB) - 100% Margin Ht 3.52
‘Syndicate Bank (now Canara Bank) - 100% Margin Ht 0.01
Non fund based Borrowings - Letter of Credit (LC) — (ii) 0.00
State Bank of India 0.00
‘Allahabad Bank (now Indian Bank) 0.00
Union Bank of India 0.00
Total Secured Non fund-based borrowings (i + ii) (B) 4,927.17
Total (A+B) 3,28,000.00 298,218.33
UNSECURED BORROWINGS
0.0001% Non-Convertible Cumulative Redeemable Preference 42,868.08
Share*(C)
9% Unsecured Non-Convertible Cumulative Debentures (D) 45,000.00
Working Capital (TReDS) (E) 2,458.98
Total (A+B+C+D+E) 3,88,545.39
# Sanction limit of working capital of & 80,000.00 lakhs includes bank guarantees and letter of credit

+## Against 100% Margin, Bank limits not utilized.

* Itincludes difference between issue price and fair value of preference shares to be amortized over the tenure classified under other financial

liabilities.

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

459

 
Interest: The interest rate for our term loans and fund-based working capital facilities have floating rates of
interest linked to a base rate, a specified by the lenders.

Our Company has issued unlisted 4,500 unsecured, cumulative NCDs of 210,00,000 each, to Patanjali
Ayurved Limited on December 18, 2019 in accordance with the Patanjali Resolution Plan as approved by the
NCLT, aggregating to = 45,000 lakhs at a coupon rate of 9% per annum. The tenure of the NCDs is upto
December 15, 2029.

Penal Interest: We are required to pay a penal interest at the rate of 2.00% per annum for non-compliance
with certain obligations under our term loans and working capital facilities availed by our Company.

Pre-payment penalty: Our term loan carries a pre-payment penalty of 2.00% of the principal amount.
Security:

(i) The NCDs issued are unsecured.

(ii) The security for our term loan is as follows:

(a) first pari passu charge on all immovable and movable fixed assets present and future of our Company
acquired under NCLT route;

(b) first pari passu charge over all the rights, titles, interest, benefits, claims and demand whatsoever of
our Company, present or future;

(c) first pari passu charge on intangibles, goodwill, uncalled capital, present and future of our Company;
(d) second pari passu charge over all current assets (both present & future) of our Company;

(e) pledge of 100% of fully paid-up Equity Shares of our Company held by Patanjali Ayurved Limited;
Patanjali Parivahan Private Limited; Yogakshem Sansthan; and Patanjali Gramudyog Nayas;

(£) assignment of rights under the Take or Pay Agreement between Patanjali Ayurved Limited and our
Company;

(g) letter of comfort backed by board resolution issued by Patanjali Ayurved Limited; Patanjali
Parivahan Private Limited; Yogakshem Sansthan; and Patanjali Gramudyog Nayas; and

(h) personal guarantee by the directors of Patanjali Ayurved Limited namely Acharya Balkrishna,
Swami Mukta Nand, Ajai Kumar Arya, Rakesh Mittal, Sumedha and Ram Bharat.

(iii) The security for our working capital facility is as follows:
(a) first pari passu charge over all current assets (both present and future) of our Company;

(b) second pari passu charge on all immovable and movable non-current assets, present and future, of
our Company acquired under NCLT route;

(c) second pari passu charge over all the rights, titles, interest, benefits, claims and demand whatsoever
of our Company, present or future;

(d) first pari passu charge on intangibles, goodwill, uncalled capital, present and future of our Company;

(e) pledge of 100% of fully paid-up Equity Shares of our Company held by Patanjali Ayurved Limited;
Patanjali Parivahan Private Limited; Yogakshem Sansthan; and Patanjali Gramudyog Nayas;

(f) assignment of rights under the Take or Pay Agreement between Patanjali Ayurved Limited and our
Company;

460
7. Events of default: Borrowing arrangements entered into by our Company for the term loans, working capital
loans and Covid-19 loan contain standard events of default, including but not limited to:

(a) any change in shareholding pattern;

(b) default in payment of interest or instalment amount due;
(c) non-compliance of financial covenants;

(d) occurrence of a material adverse effect (as defined in the relevant financing document);
(e) failure to pay amounts due pursuant to any final judgment, decree or court order; and
(£) cessation of all or substantial part of its business.

This is an indicative list and there may be additional terms that may amount to an event of default under the
various borrowing arrangements entered into by us.

Preference Shares:

4,50,00,000 0.0001% Non-Convertible Redeemable Cumulative Preference Shares of 2100/-each were issued to
the Patanjali Ayurved Limited in accordance with the Patanjali Resolution Plan as approved by the Hon'ble NCLT
Mumbai.

462
5.

(8)

(h)

letter of comfort backed by board resolution issued by Patanjali Ayurved Limited; Patanjali
Parivahan Private Limited; Yogakshem Sansthan; and Patanjali Gramudyog Nayas; and

personal guarantee by the directors of Patanjali Ayurved Limited namely Acharya Balkrishna,
Swami Mukta Nand, Ajai Kumar Arya, Rakesh Mittal, Sumedha and Ram Bharat.

(iv) The security for our COVID-19 emergency credit line is as follows:

(a)

()

(©)

@

(

(8)

(h)

first pari passu charge over current assets (both present & future) of our Company: (i) Hypothecation
of Stocks of raw material, semi-finished goods, finished goods and packing material of our
Company’s products. (ii) Hypothecation of entire book debts of our Company, present and future
arising out of business; and (iii) Hypothecation charge on all other current assets of our Company;

second pari passu charge on all immovable and movable non-current assets, present and future, of
our Company acquired under NCLT route;

second pari passu charge over all the rights, titles, interest, benefits, claims and demand whatsoever
of our Company, present or future;

first pari passu charge on intangibles, goodwill, uncalled capital, present and future of our Company;

pledge of 100% of fully paid-up Equity Shares of our Company held by Patanjali Ayurved Limited;
Patanjali Parivahan Private Limited; Yogakshem Sansthan; and Patanjali Gramudyog Nayas;

assignment of rights under the Take or Pay Agreement between Patanjali Ayurved Limited and our
Company;

letter of comfort backed by board resolution issued by Patanjali Ayurved Limited; Patanjali
Parivahan Private Limited; Yogakshem Sansthan; and Patanjali Gramudyog Nayas; and

personal guarantee by the directors of Patanjali Ayurved Limited namely Acharya Balkrishna,
Swami Mukta Nand, Ajai Kumar Arya, Rakesh Mittal, Sumedha and Ram Bharat.

Validity and repayment: The term loan availed by us is repayable in quarterly instalments for door-to-door
period of 9.5 years from the date of first disbursement including moratorium of 12 months. The working
capital facility availed by us are renewed annually and are payable on demand. The COVID-19 emergency
credit line (CECL) availed by us is repayable in 18 monthly instalments after a moratorium period six months
from the date of disbursement of the facility.

Key Covenants: The financing documentation executed by our Company entail certain restrictive covenants
and conditions restricting certain corporate actions, and for which we are required to take the prior approval
of the respective lender before carrying out such actions, including but not limited for:

(a) effecting any change in our capital structure where the shareholding of the existing promoter gets diluted
below current levels or leads to dilution in controlling stake for any reason effecting any change in the
management set-up;

opening of any current or other account with banks outside the existing financial documentation;

(c) pledging to any bank / NBFC / institution the Promoters’ shareholding;

ad

any formulation of scheme of merger or amalgamation or reconstruction or de-merger;

(e) any new project or scheme of expansion per acquisition of fixed assets if such investment results to
breach in financial covenants or diversion of working capital funds for financing long term assets; and

(£) payment of dividend or any other payment or distribution of any kind on or in respect of any class of its
shares other than equity shares to any person.

461
STOCK MARKET DATA FOR EQUITY SHARES OF OUR COMPANY

The Equity Shares are listed on BSE and NSE. The Equity Shares being issued pursuant to this Issue, have not
been listed earlier and will be listed on the Stock Exchanges pursuant to this Issue. For further details, see “Issue
Information” on page 496. We have received in-principle approvals for listing of the Equity Shares to be issued
pursuant to this Issue from BSE and NSE by letters both dated July 05, 2021.

For the purpose of this section, unless otherwise specified:

e — Year is a financial year;

e Average price is the average of the daily closing prices of the Equity Shares for the year, or the month, as the
case may be;

« High, low and average prices are based on the daily closing prices of the Equity Shares for the year, or the
month, as the case may be; and

e In case of two days with the same high/low/closing price, the date with higher volume has been considered.

The high, low and average market prices of the Equity Shares recorded on BSE and NSE during the preceding
three years and the number of the Equity Shares traded on the days of the high and low prices were recorded are
as stated below:

 

 

 

 

BSE
Average
. . Volume on date of Volume on date|price for
re ae Date of high |high (No. of Equity ae Date of low of low (No. of|the
Shares) Equity Shares) | year/perio
d@
2021 =+*(1,507.30 [June 26, [5,208 179.20 | April 1, 2020 25 662.76
2020
2020* = |170.70 March 31, |79 3.32 November 13,2019 | 14,08,231 20.32
2020
2019 17.20 April 3, 2018 |56,691 5.14 October 25, 2018 35,64,11 9.16

 

 

 

 

 

 

 

 

 

 

Source: www.bseindia.com

*During period starting from November 14,2019 to January 24,2020 trading in equity shares was suspended on
account of Corporate Action of Reduction and consolidation of Equity Share Capital pursuant to Patanjali
resolution plan approved by NCLT, Mumbai.

 

 

 

 

NSE

Volume on date Volumes on oe
Essa | pateottigh | of Heh (No. ot | 1°" Date of low date of low (NO | for the
Year | @) ; ® of Equity

Equity Shares) ee year/pe

=) riod (2)

2021 1,519.65 | June 26, 2020 | 99,162 180.65 April 1, 2020 346 664.38
2020* | 172.05 | March 31, | 488 3,35 November 13, | 57,60,839 23.21
* 2020 2019
2019 ‘| 17.20 ‘April 3, 2018 | 7,58,708 515 October 25, 2018 | 4,58,786 9.15

 

 

 

 

 

 

 

 

 

 

Source: www.nseindia.com

**During period starting from November 14,2019 to January 24,2020 trading in equity shares was suspended on
account of Corporate Action of Reduction and consolidation of Equity Share Capital pursuant to Patanjali
resolution plan approved by NCLT, Mumbai.

Monthly high and low prices and trading volumes on the Stock Exchanges for the six months preceding the date
of filing of this Prospectus are as stated below:

463
BSE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Volume Volume
on date on date | Average
Month and | Hi; . of High | Low of low | price for the
Year a Date ot high | oe. a @ Dateor ee | ono, of eee
Equity Equity | (®
Shares) Shares)
February 882.55 February 10,087 | 761.65 February 5,266 | 828.06
2022 16,2022 24,2022
January 2022 | 908.55 January 22,359 | 835.45 January 4,421 | 865.47
12,2022 27,2022
December | 926.00 December 1,583 833.70 December 5,624 | 883.68
2021 02,2021 20,2021
November | 1,029.00 | November 14,542 | 910.35 November 4540 | 963.65
2021 10,2021 29,2021
October 2021 | 1,054.85 | October 15,929 | 929.10 October 5,654 | 1,016.29
13,2021 29,2021
September | 1,065.45 | September 13, | 13,380 | 1,039.20 | September 21, | 2,275 | 1,052.00
2021 2021 2021
Source: www.bseindia.com
NSE
Volume Volume on | Average
: on date of date of low | price for
Monm | a Date of high | High (No. | LO Date of low (No. of ie
and Year | () of Equity | © Equity year/perio
Shares) Shares) d@®
February | 882.90 February 55,265 759.00 | February 24,2022 | 39,939 828.21
2022 16,2022
January | 909.25 January 41,554 836.75 ‘| January 27, 13,057 865.72
2022 13,2022 2022
December | 925.40 December | 6,961 834.95 | December 22,554 883.44
2021 02,2021 20,2021
November | 1,030.95 | November | 89,913 910.95 | November 12,482 963.46
2021 10,2021 29,2021
October | 1,053.45 | October 90,691 928.05 | October 29,2021 | 15,313 1,015.64
2021 13,2021
Septembe | 1,067.10 | September | 48,050 1,040.10 | September 21, | 16,083 1,052.53
12021 13, 2021 2021

 

 

 

Source: www.nseindia.com

There were total 125 trading days from September 29, 2021 to March 30, 2022. (six months prior to filing of the
Prospectus). The average volume of equity shares traded on NSE from September 29, 2021 to March 30, 2022 are
93,358.61. The average volume of equity shares traded on BSE from September 29, 2021 to March 30, 2022 are

13,944.34,

Weekend prices of Equity Shares along with the highest and lowest closing prices on the Stock Exchanges for the
last four weeks preceding the date of filing of this Prospectus is as stated below:

 

 

 

 

 

 

BSE
For week ended on a Brice) igh (©) Low ()
Week 1 March 30,2022 to March 24,2022 977.40 977.40 815.05
Week 2 March 23,2022 to March 17, 2022 897.45 1004.45 897.45
Week 3 March 16,2022 to March 10, 2022 1090.70 1090.70 802.45
Week 4 March 09,2022 to March 03, 2022 798.50 834.90 798.50

 

 

 

 

 

 

 

Source: www.bseindia.com
High and low prices are closing prices of that particular week.

464
NSE

 

 

 

 

 

 

 

 

 

 

For week ended on me Price | sigh (@) Low (@)

Week 1 March 30,2022 to March 24,2022 979.10 979.10 814.30
Week 2 March 23,2022 to March 17, 2022 897.60 1004.35 897.60.
Week 3. March 16,2022 to March 10, 2022 1071.35 1090.75 802.75,
Week 4_| March 09,2022 to March 03, 2022 803.55 832.40 798.40

 

Source: www.nseindia.com
High and low prices are closing prices of that particular week.

The Issue has been authorized by a resolution of our Board dated November 10, 2020 and June 09, 2021. The
closing price of the Equity Shares on November 11, 2020 (i.e. the next trading day after November 10, 2020) on
NSE and BSE was 2 548.60 and % 545.35, respectively. The closing market price of the Equity Shares on June
10, 2021 (i.e. the next trading day after June 09, 2021) was on NSE and BSE was 21,239.00 and 2 1,238.85

respectively.

The closing market price of the Equity Shares of our Company as of March 30, 2022 was 2 977.40 on BSE and %
979.10 on NSE. The Issue Price is = 650.00 per Equity Share and has been arrived at by our Company in

consultation with the BRLMs.

465

 
SECTION VI - LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS

Subject to the above, except as stated below there are no outstanding (i) criminal proceedings, (ii) actions by
statutory or regulatory authorities, (iii) claims for any direct or indirect tax liabilities; or (iv) other pending
litigation as have been determined to be material, pursuant to the Materiality Policy (as disclosed herein below),
involving our Company, Directors and Promoters for the purposes of disclosure in this Prospectus.

In relation to (iv) above, our Board in its meeting held on June 9, 2021, has considered and adopted the
Materiality Policy, inter alia, for identification of material litigation. In terms of the Materiality Policy,
any outstanding litigation or arbitration proceeding shall be considered “material” for the purposes of di
in this Prospectus, if such outstanding litigation or arbitration proceeding:

closure

 

a) _ involving our Company and / or our corporate Promoters:

(i) wherein the aggregate monetary amount involved is in excess of 0.5% of our total income as per the
Restated Financial Statements for the most recently completed fiscal year (being the Fiscal ended
March 31, 2021), would be considered as material. The total income of our Company for Fiscal
2021 is € 16,38,297.71 lakh, and accordingly, all litigation involving our Company and our corporate
Promoters, in which the amount involved exceeds % 8,191.49 lakh have been considered as material, if
any; or

(ii) wherein the monetary liability is not determinable or quantifiable, or which does not exceed the
threshold as specified in (i) above, but the outcome of which could, nonetheless, have a material
adverse effect on the position, business, operations, prospects or reputation of the Company.

b) involving our Directors or individual Promoters, could have a material adverse effect on the position,
business, operations, prospects or reputation of the Company, irrespective of the amount involved in such
litigation or arbitration proceeding

Further, except as disclosed in this section, there are no (i) disciplinary actions, including penalties, taken against
any of our Promoters by SEBI or any stock exchange in the five Fiscals preceding the date of this Prospectus,
including outstanding actions; and (ii) any litigation involving our Group Companies which may have a material
impact on our Company.

For the purposes of the above, pre-litigation notices received by our Company, Directors, Promoters or Group
Companies from third parties (excluding those notices issued by statutory / regulatory / tax authorities or notices
threatening criminal action) have not and shall not, unless otherwise decided by our Board, be considered
material until such time that our Company, or such Director or Promoter or Group Company, as the case may
be, is impleaded as a defendant in litigation before any legal / judicial / arbitral forum.

All terms defined in a particular litigation disclosure below are for that particular litigation only.

Further, in terms of the Materiality Policy, a creditor of our Company shall be considered ‘material’ if the amount
due to such creditor exceeds five percent of the trade payables of our Company as at the end of the most recent
period included in the Restated Financial Statements. The trade payables of our Company as on September 30,
2021 was % 65,091.54 lakh. Accordingly, a creditor has been considered ‘material’ if the amount due to such
creditor exceeds € 3,254.58 lakh as on September 30, 2021.

Unless stated to the contrary, the information provided below is as of the date of this Prospectus.
Litigation proceedings involving our Company

Our Company is named as a party in certain legal proceedings initiated by third parties against our Company in
the ordinary course of its business, prior to implementation of the Patanjali Resolution Plan. However, in
accordance with the Patanjali Resolution Plan as approved by the NCLT, vide its order dated July 24, 2019, read
with its order dated September 4, 2019, issued under Section 31 of the IBC, all litigation, investigations, enquiries,
proceedings, causes of action, claims, disputes or other judicial and regulatory proceedings against the corporate
debtor (being our Company), pending or threatened, present or future, in relation to any period on or before the

466
effective date (being September 6, 2019) shall stand settled at ‘nil’ value as against any amount, determined to be
paid by our Company and all liabilities in relation thereto shall be written off in full. Our Company is in the
process of making the necessary applications with the relevant authorities stating that it was neither a necessary
nor a proper party in such legal proceedings, and accordingly requesting for deletion of the name of our Company
from these legal proceedings. However, our name may not be deleted from such proceedings and the concerned
court or authority may pass an order adverse to us in any such litigation. Further, there are also certain notices
that have been issued by various authorities, including the Enforcement Directorate and the Serious Fraud
Investigation Office in respect of transactions or actions undertaken prior to the implementation of the Patanjali
Resolution Plan. While all proceedings in relation to any period on or before the effective date may stand settled
at ‘nil’ value in terms of the Patanjali Resolution Plan and Section 32A of the Insolvency and Bankruptcy Code,
2016, in accordance with the provisions of Section 32A(3) of the Insolvency and Bankruptcy Code, 2016, we have
responded to any queries received from these authorities pursuant to the said notices.

Accordingly, the details of the proceedings/notices referred to above, have not been disclosed in this Prospectus.
Criminal proceedings

Except as stated below, as on the date of this Prospectus, there are no pending criminal proceedings involving our
Company:

Our Company had filed a complaint under Sections 406, 415, 417, 420, 120B read with Section 34 of the IPC (the
“Complaint’”) before the Metropolitan Magistrate, Mumbai against Planman Media Private Limited, Shiva Kumar
Saikia and Sanjeev Kumar Mishra (collectively, the “Accused”) praying that the Metropolitan Magistrate,
Mumbai direct the Cuffe Parade Police to register the Complaint and take appropriate steps for prosecution and
punishment of the Accused. As part of the Complaint, it was alleged that the Accused had allegedly failed to
provide various services to our Company, which included, among others, publication of our Company’s brand in
certain coffee table books, and television coverage of the event that our Company that were hosted by the Accused,
and that our Company were to participate in; and towards which our Company had paid the Accused an aggregate
of = 11.50 lakh. The matter is currently pending.

The Controller of Rationing and Director Civil Supplies, Mumbai (“Respondent”) had pursuant to its order issued
under the provisions of The Essential Commodities Act, 1955, dated November 5, 2014 (“2014 Order”)
confiscated 22,086 kilograms of edible oil. Aggrieved by the same, our Company had filed an appeal against the
Respondent (“Appeal”) before the Additional Sessions Judge, Mumbai (“ASJ”) wherein our Company had
alleged that the edible oil of our Company had been wrongfully confiscated by the Respondent and prayed for the
setting aside of the 2014 Order and release of the confiscated oil. As part of the interim relief provided to our
Company in the Appeal, our Company was required to submit a bank guarantee amounting to = 13.69 lakh
pursuant to which the confiscated oil was released to our Company. Subsequently, the ASJ had, through its order
dated November 2, 2015 (“2015 Order”) directed our Company to deposit the price of the goods as per the 2014
Order, failing which the Respondent would be entitled to invoke the aforementioned bank guarantee and recover
the amount from our Company. In light of this, our Company has filed a writ petition before the High Court of
Bombay against the Respondent and the State of Maharashtra has prayed that the 2014 Order and 2015 Order be
set aside, and that pending disposal of this petition, among others, the implementation of the 2015 Order be stayed.
The matter is currently pending.

Our Company had filed a complaint under Sections 407, 420 and 120B read with Section 34 of the IPC before the
Additional Chief Judicial Magistrate, Haldia against Matlub Khan, in his capacity as the proprietor of Bahadur
Enterprises and certain others (together, the “Accused”), wherein it was alleged that Accused were engaged for
the transportation of refined soybean oil between our Company’s facilities and that the Accused had conspired
amongst themselves and misappropriated refined soybean oil worth = 8.00 lakh. The matter is currently pending.

Our Company had filed a FIR under Sections 408, 420, 468, 471 and 120B read with Section 34 of the IPC against
Ajay Tiwari (the “Accused”), wherein it was alleged that the Accused, being a former employee of our Company
had delivered goods of our Company worth 2 6.06 lakh to other parties, in lieu of delivering it to the relevant
customer of our Company. The matter is currently pending.

Our Company had filed a FIR against Manohar Sakharam Dani (the “Accused”) and certain others, wherein it
was alleged that the Accused, being a former employee of our Company had delivered goods of our Company
worth 2 4.24 lakh to other parties, in lieu of delivering it to the relevant customer of our Company. Pursuant to
the FIR, a complaint was filed in this regard before the First-Class Judicial Magistrate, pursuant to which the First

467
10.

(b)

Class Judicial Magistrate passed an order acquitting the parties accused under the FIR. In light of this, our
Company has filed an appeal against the said order before the District and Sessions Judge, Yavatmal. The matter
is currently pending.

Our Company had filed a complaint under Sections 420, 467, 468, 471 and 406 of the IPC before the Judicial
Magistrate, First Class, Indore against Moolchand Nankani, in his capacity as the proprietor of Dhanshree Sugars
(the “Accused”), wherein it was alleged that the Accused procured certain products from our Company and
submitted forged documentation to our Company in this regard, due to which our Company were required to pay
certain penalties to the relevant authority. The matter is currently pending.

Our Company had filed a complaint under Sections 409 and 420 of the IPC before the Judicial Magistrate, First
Class, Indore against Jayesh D Jowaliya (the “Accused”), wherein it was alleged that the Accused had obtained
duplicate share certificates in respect of 2,000 shares of our Company purchased by them earlier, on the basis of
fake police reports, affidavits and indemnity bond, in spite of having sold those shares to another party at the time.
The matter is currently pending.

Our Company had filed a complaint before the Additional Chief Metropolitan Magistrate Court, Governarpet at
Vijayawada against Narendra Kumar Arora, Sanjay Kumar Mohanti, Sanja Singh, Shriniwas Rao, Gharta Prasad,
KLNK Prasad, MVS Moorthy, Kota Satyanarayana and certain others (together, the “Accused”), wherein it was
alleged that the Accused had embezzled funds from our Company amounting to approximately = 894.78 lakh
through over invoicing / passing of fake bills, pursuant to which an FIR has been registered against the Accused.
The matter is currently pending.

Our Company had filed a FIR against Nirbhay Mahawar and Nirmala Mahawar in their capacity as directors of
Madan Exim Private Limited (the “Accused”), under which it was alleged that our Company had taken a
manufacturing facility on lease from the Accused. However, following the end of the term of the said lease, the
Accused allegedly had captured the machinery and materials of our Company and continued to utilize the same.
The matter is currently pending.

Our Company has filed 96 criminal complaints against various persons and entities before various fora, under the
provisions of Section 138 of the Negotiable Instruments Act, 1881. The total amount involved in all these matters,
in addition to costs, if any, is approximately = 2,292.22 lakh.

Actions by statutory or regulatory authorities

Except as stated below, as on the date of this Prospectus, there are no pending actions taken by statutory or
regulatory authorities against our Company:

Our Company has received 18 notices from designated officers for food safety for various locations where our
products are sold, alleging various defects in the various products sold by us, including that the relevant products
do not meet standards prescribed under the FSS Act, or that the packaging of the relevant products are either
misleading or exaggerated, in contravention of the FSS Act, pursuant to which the relevant food safety authorities
have initiated proceedings against our Company before the relevant Additional District Magistrates / Joint
Collectors. The matters are currently pending, at various stages of adjudication.

Madhya Pradesh Pollution Control Board (“MPPCB”) has issued a show cause notice (“SCN”) dated January 14,
2022 to our Company, pursuant to an inspection conducted by them on December 29, 2021 alleging certain non-
compliance of our Company with the provisions of Water (Prevention and Control of Pollution) Act, 1974
(“Water Act”). The Company has provided its response to the SCN on January 24, 2021, and has accordingly
requested the MPPCB to terminate the SCN. The matter is currently pending.

Our Company has received an email from SEBI on December 23, 2021 (“Email”), informing that it is conducting
an investigation in respect of suspected insider trading by certain entities in the scrip of our Company during the
period between December 1, 2017, to May 31, 2018 (i.e. prior to implementation of the Patanjali Resolution Plan).
Pursuant to the Email, SEBI has sought various documents and information from our Company for the period
between December 1, 2017, to May 31, 2018 (i.e. prior to implementation of the Patanjali Resolution Plan). Our
Company has responded to SEBI pursuant to its letter dated December 27, 2021, apprising that none of the entities
and persons now in control of our Company, nor their related parties, were ever in control of our Company, prior
to implementation of the Resolution Plan and accordingly have sought time for collating and providing the
information and documents sought by SEBI. In this regard, SEBI has granted our Company time until January 14,

468
©

2022, to submit the relevant information and documents to them and which have been submitted with SEBI on
January 14, 2022. The investigation is currently pending.

Andhra Pradesh Pollution Control Board (“APPCB”) has issued a show cause notice (“SCN”) dated February 23,
2022 to our Company, wherein it has been alleged that our Company had discharged polluted effluents in violation
of the directions of the APPCB and non-operation of the required pollution control systems. Pursuant to the SCN,
the APPCB has proposed to levy a penalty in the form of environment compensation amounting to = 526.50 lakhs.
The Company has provided its response to the SCN on March 4, 2022. The matter is currently pending.

The Inspector, Legal Metrology, Baraut, Uttar Pradesh issued a show cause notice to our Company dated January
28, 2022 alleging certain violations of Legal Metrology Act, 2009 in respect of certain products sold
www.nutrelanutrition.com. The matter is currently pending.

Other material proceedings

Except as disclosed below, as on the date of this Prospectus, there are no other proceedings involving our
Company, which have been considered material by our Company in accordance with the Materiality Policy:

Subject to receipt of necessary approvals (including from the Stock Exchanges and the lenders of our Company),
in February 2020, our Shareholders approved a preferential issue of 1,86,70,213 Equity Shares at a price of = 7
per share to Ashav Advisory LLP (“AAL”). Subsequently, our Company had received in-principle approval from
each of the Stock Exchanges in March 2020 in respect of this failed preferential issue of shares by our Company.
However, by way of its e-mail dated April 8, 2020, AAL had informed the Company that owing to the nation-
wide lockdown due to the onset of the ongoing COVID-19 pandemic at the time, it was unable to access its
banking facilities and accordingly, was unable to transfer the consideration payable in respect of the failed
preferential issue within the timeline prescribed under the SEBI ICDR Regulations. In light of this, AAL had
requested the Company to extend the timeline for such payment of consideration in respect of the said preferential
issue. Pursuant to this request from AAL, our Company submitted a request with each of the Stock Exchanges in
April 2020 to extend the timeline for allotment of Equity Shares pursuant to the preferential issue. Subsequent to
this, the Stock Exchanges, vide its respective letters in July 2020 (“SE Letters”), rejected the request for such
extension by our Company, and stipulated that since our Company did not meet the minimum public shareholding
requirements at the time, the Company should not proceed with issuance of shares pursuant to the said preferential
issue. Pursuant to the SE Letters, our Company sought an exemption from SEBI in terms of Regulation 300 of the
SEBI ICDR Regulations, from the strict enforcement of Regulation 170 of the SEBI ICDR Regulations (which
stipulates the timeline for the allotment of securities pursuant to a preferential issue by a listed company, among
others) in respect of the preferential issue of Equity Shares to AAL. However, SEBI, vide its letter in September
2020 (“SEBI Letter”), communicated its decision to not accede to the request by our Company, stating that our
Company was not in compliance with Regulation 160(d) of the SEBI ICDR Regulations as our Company had not
ensured compliance with the SEBI Listing Regulations and the circulars issued thereunder, at the time of
approving the preferential issue. Aggrieved by the SEBI Letter and SE Letters, AAL had filed an appeal against
SEBI, the Stock Exchanges and our Company before the Securities Appellate Tribunal at Mumbai (“SAT”),
praying that an order be passed to set aside the SEBI Letter and SE Letters, and to allow our Company to proceed
with allotment of Equity Shares pursuant to the failed preferential issue (“Appeal”). SAT vide its order dated
September 9, 2021 (“SAT Order”), has dismissed the Appeal. Subsequently, AAL has filed an appeal against the
SAT order before the Supreme Court of India(“Supreme Court Appeal”). The Supreme Court Appeal is currently
pending.

In this regard, AAL had also filed a petition (“Petition”) under Section 9 of the Arbitration and Conciliation Act,
1996, on August 3, 2021 against Patanjali Ayurved Limited, Patanjali Parivahan Private Limited, Divya Yog
Mandir Trust, Patanjali Gramudyog Nayas (collectively, the “Respondents”) and our Company before the High
Court of Delhi (“High Court”). Our Company had been arrayed as a pro forma party therein and no specific relief
had been sought against it. As part of the Petition, AAL had alleged that it had entered into a memorandum of
understanding dated November 25, 2019 (“MOU I”) and a memorandum of understanding dated December 9,
2019 (“MOU II”, together with MOU I, the “MOUs”) pursuant to which the Respondents were required to ensure
that 11% of the equity share capital of our Company is issued to AAL, in lieu of certain investments and payments
required to be made by AAL. As part of the Petition, AAL had further alleged that while the Respondents were
required to pledge their entire shareholding in our Company in favour of AAL, however, the entire equity
shareholding of the Respondents in our Company have been pledged in favour of the consortium of lenders of our
Company, thus allegedly violating the terms of the arrangements between AAL and the Respondents. In light of
this, AAL had prayed that, among others, (i) the Respondents be required to transfer 11% of the equity capital of

469
2.

our Company to AAL, and (ii) the Respondents be required to have 11% of the equity share capital of our
Company released from the pledge created in favour of the consortium of lenders. The Respondents and the
Company filed their respective replies to the Petition before the High Court inter alia contesting the position taken
and reliefs sought by AAL. As part of such respective replies, inter alia, the Respondents and the Company
submitted before the High Court that: (a) AAL had made partial monetary disbursals contemplated under the
MoUs and thereafter failed to make further monetary disbursals as contemplated within the MoUs; (b) possibility
of AAL making the disbursal contemplated under the MoUs at this stage does not arise, as AAL had already
breached its investment obligations where time was of essence and a delayed performance cannot be offered; (c)
AAL is in breach of its obligation under the MOUs and as such a breaching party cannot later demand specific
enforcement; (d) while AAL had contended before the SAT that it is entitled to issuance of equity shares in lieu
of share application money deposited with our Company (which has since been returned to AAL), it has taken an
irreconcilable and mutually exclusive stand before the High Court that it is entitled to be issued equity shares of
our Company without complete payment and simply against the part disbursals made under the MOUs; (e) the
entire claim of AAL for 11% of the equity share capital of our Company against disbursal made under the MOUs
is baseless in view of AAL’s breach of its disbursal obligations and in view of the entire funds disbursed by AAL
to the Respondents (as applicable) already being returned with applicable interest, amounting to % 65,16,78,612
to AAL. Such amount has been retained by AAL till date, thus there is no question of seeking issuance of the
equity shares of our Company; (f) the entire legal proceeding initiated by AAL before the High Court is
misconstrued and without any jurisdiction, as it is a proceeding under the Arbitration and Conciliation Act 1996,
however there is no express arbitration agreement between the parties covering the disputes sought to be
adjudicated; and (g) without the existence of an express arbitration agreement, such Petition is not maintainable
and merits to be dismissed. In view of the above, the Respondents stated that AAL is not entitled to the reliefs
mentioned in the prayer clause of the Petition, and that the grant of interim measure of protection under Section 9
of the Arbitration and Conciliation Act, 1996 was not maintainable in law. The High Court vide its order dated
August 23, 2021, disposed the Petition without granting any of the reliefs sought by AAL, on basis of a statement
on behalf of the Respondents before the High Court that the Respondents, being the current promoters of our
Company, will continue to hold majority shareholding in it and that they do not intend to further encumber their
shareholding in our Company in the next 90 days (“HC Lock- in Period”). Subsequently, pursuant to applications
filed by AAL before the High Court, the HC Lock- in Period was extended by the High Court for a further period
of eight weeks starting from the date of its order dated November 22, 2021, and thereafter for a period of six
weeks starting from the date of its order dated January 14, 2022.

Separately, AAL also filed an arbitration petition before the High Court on September 13, 2021 against the
Respondents and our Company under Section 11 of the Arbitration and Conciliation Act, 1996 (“Section 11”)
praying for the appointment of a sole arbitrator for adjudication of disputes among AAL, Respondent and our
Company. Under this petition, AAL has alleged that the arbitration clause as set out under MOU 1 is applicable
to MOU II. Pursuant to this petition, the High Court, vide its order dated January 31, 2022 (“2022 HC Order”),
has appointed a sole arbitrator to adjudicate the dispute between AAL, the Respondents and our Company, subject
to such sole arbitrator making the necessary disclosures required under Section 12(1) of the Arbitration and
Conciliation Act, 1996 and not being ineligible under Section 12(5) of the Arbitration and Conciliation Act, 1996.
The said arbitrator has accepted and confirmed his appointment in terms of Arbitration and Conciliation Act,
1996, and accordingly, the arbitration proceedings are ongoing.

Further, with respect to the 2022 HC Order, our Company has filed a special leave petition before the Supreme
Court of India on the grounds that, inter-alia, (i) our Company is not a signatory to MOUs, (ii) there was no
intention of the parties to bind Company to the arbitration clause set out under MOU I, (iii) the principles basis
which the ‘group of companies’ doctrine can be applied has not been followed by the High Court, (iv) the MOUs
do not represent a composite transaction, and (v) MOU II is not a progression of MOU I. The matter is currently
pending.

In addition, subsequent to filing of the Draft Red Herring Prospectus, AAL has filed multiple complaint letters
(“Letters”) with SEBI and our Company (with a copy to the BRLMs and the Registrar to the Issue) with respect
to the issues raised by them in the Petition and the Appeal. In such Letters, it has been alleged, inter alia, that our
Company suppressed material facts and the disclosures pertaining to such alleged facts in the Draft Red Herring
Prospectus were inadequate, thus requesting that the Draft Red Herring Prospectus be rejected by SEBI. Our
Company has responded to the Letters received till date, and clarified that, given the sub-judice nature of the
subject matter set out in these Letters, our Company is required to provide its responses only before an appropriate
judicial forum

Our Company has filed a suit before the District Judge, Indore against Varatika Merchantiles Private Limited

470
10.

11.

(“Defendant”), pursuant to which our Company has prayed for the recovery of = 24,615.15 lakh from the
Defendant, in addition to applicable interest and costs of the suit, towards the alleged failure in payment by the
Defendant for various products supplied by the Company to the Defendant. The matter is currently pending.

Our Company has filed a suit before the District Judge, Indore against Clemfield Industries Limited
(“Defendant”), pursuant to which our Company has prayed for the recovery of USD 621.23 lakh (equivalent to =
40,379.91 lakh) from the Defendant, in addition to applicable interest and costs of the suit, towards the alleged
failure in payment by the Defendant for various products supplied by the Company to the Defendant. The matter
is currently pending.

Our Company has initiated arbitration proceedings before a sole arbitrator against Dynacom Trading Private
Limited (“Respondent”) and accordingly submitted it statement of claim, pursuant to which our Company has
prayed for the recovery of = 20,816.30 lakh from the Respondent, in addition to applicable interest and damages
amounting to 3,122.45 lakh, towards the alleged failure in payment by the Respondent for various oil products
supplied by the Company to the Respondent. The matter is currently pending.

Our Company has initiated arbitration proceedings before a sole arbitrator against Frame Impex Private Limited
(“Respondent”) and accordingly submitted its statement of claim, pursuant to which our Company has prayed
for the recovery of = 21,184.41 lakh from the Respondent, in addition to applicable interest and damages
amounting to 2 3,177.66 lakh, towards the alleged failure in payment by the Respondent for various oil products
supplied by the Company to the Respondent. The matter is currently pending.

Our Company has initiated arbitration proceedings before a sole arbitrator against Marshal Multitrade Private
Limited (“Respondent”) and accordingly submitted its statement of claim, pursuant to which our Company has
prayed for the recovery of = 19,869.82 lakh from the Respondent, in addition to applicable interest and damages
amounting to = 2,980.47 lakh, towards the alleged failure in payment by the Respondent for various oil products
supplied by the Company to the Respondent. The matter is currently pending.

Our Company has initiated arbitration proceedings before a sole arbitrator against Placid Tradelinks Private
Limited (“Respondent”) and accordingly submitted its statement of claim, pursuant to which our Company has
prayed for the recovery of = 13,474.32 lakh from the Respondent, in addition to applicable interest and damages
amounting to = 2,021.15 lakh, towards the alleged failure in payment by the Respondent for various oil products
supplied by the Company to the Respondent. The matter is currently pending.

Our Company has initiated arbitration proceedings before a sole arbitrator against Vishal Victory Oiltech Private
Limited (“Respondent”) and accordingly submitted its statement of claim, pursuant to which our Company has
prayed for the recovery of = 13,221.15 lakh from the Respondent, in addition to applicable interest and damages
amounting to 2 1,983.17 lakh, towards the alleged failure in payment by the Respondent for various oil products
supplied by the Company to the Respondent. The matter is currently pending.

Our Company has filed a suit before the District Judge, Indore against Sprite Trading Private Limited
(“Defendant”), pursuant to which our Company has prayed for the recovery of = 9,383.02 lakh from the
Defendant, in addition to applicable interest and costs of the suit, towards the alleged failure in payment by the
Defendant for various products supplied by the Company to the Defendant. The matter is currently pending.

Our Company has filed a suit before the District Judge, Indore against Vishal Soyamul Private Limited
(“Defendant”), pursuant to which our Company has prayed for the recovery of = 18,592.24 lakh from the
Defendant, in addition to applicable interest and costs of the suit, towards the alleged failure in payment by the
Defendant for various products supplied by the Company to the Defendant. The matter is currently pending.

Suresh Chandra Shahra (the “Applicant”) had filed an application under Section 9 of Arbitration and Conciliation
Act, 1996 (the “Application”) against our Company, and its erstwhile promoters, Dinesh Chandra Shahra and
Kailash Chandra Shahra (collectively, the “Erstwhile Promoters”), before the Additional District Judge, Indore,
prior to the implementation of the Patanjali Resolution Plan. As part of the Application, the Applicant had alleged
that, pursuant to an agreement entered into between the Applicant, the Erstwhile Promoters and certain other
members of their family, the Applicant has a non-exclusive royalty free right and license to use various
trademarks, many of which are currently owned and used by our Company.

In order to protect such rights under the agreement, the Applicant intended to initiate arbitration proceedings
against the Erstwhile Promoters in accordance with the agreement entered amongst them, and accordingly has

471
12.

(d)

(a)

prayed that, pending the hearing and final disposal of such arbitration proceedings, an injunction be passed to
restrain our Company and the Erstwhile Promoters and our Company from selling and/or transferring and/or
alienating and / or assigning in any manner and / or dealing with such trademarks. The matter is currently pending.

The Oil Palm Developers and Processors Association, along with our Company and others (together, the
“Petitioners”) had filed a writ petition High Court of Andhra Pradesh against the State of Andhra Pradesh and
others, pursuant to which it was alleged by the Petitioners that in respect of the pricing of oil palm fresh fruit
branches, the State of Andhra Pradesh had, vide its order dated January 19, 2021 bearing reference number
G.O.RT. No. 22 (“Government Order”), fixed the oil extraction ratio percentage for oil year 2020-21 at 18.682%
on the basis of extraneous / arbitrary reasons. Accordingly, pursuant this writ petition, the Petitioners had prayed
that the High Court of Andhra Pradesh issue a writ declaring the Government Order void, illegal and arbitrary,
and to suspend the operation of the Government Order. The High Court of Andhra Pradesh had, vide its order
dated April 23, 2021 dismissed the writ petition. The Oil Palm Developers and Processors Association, along with
our Company and certain others of the Petitioners, have subsequently filed a memorandum of writ appeal before
the High Court of Andhra Pradesh. The matter is currently pending.

Claims related to direct and indirect taxes
Other than disclosed below, as on the date of this Prospectus, there are no pending proceedings related to direct

or indirect taxes against our Company (including any show cause notices that may have issued to our Company
and are currently outstanding):

 

 

 

 

 

S.No. | Nature of Proceedings [Number of cases Approximate amount in dispute (in Z lakh)
1. Direct and indirect tax 258 30,595.26*
Total 258 30,595.26

 

 

 

 

* Includes an amount of @ 4,498.44 lakhs has been paid under protest, and appeal for @ 26,096.82 lakhs has been filed.
Litigation proceedings involving our Directors
Criminal proceedings

Except as disclosed under “- Litigation proceedings involving our Promoters - Criminal proceedings” or otherwise
stated below, as on the date of this Prospectus, there are no pending criminal proceedings involving our Directors:

A criminal writ petition has been filed by Ramdev before the Rajasthan High Court for quashing of the complaint
filed against Ramdev, Acharya Balkrishna and others in respect of certain allegations pertaining to atta biscuit.
The matter is currently pending.

Criminal proceedings have been sought against Ramdev based on the allegations against Ramdev that the
complainant read in newspaper on April 26, 2014 that Ramdev defamed and insulted members of Dalit community
by his remark “Dalito ke yahan honeymoon mananejate he” when referring to Rahul Gandhi. The matter is
currently pending.

A FIR has been lodged against Ramdev alleging that a few unnamed saints were discussing for blocking of the
highway. The matter is currently pending before Chief Judicial Magistrate, Haridwar.

A criminal complaint has been filed against Ramdev alleging violation of certain provisions of Drugs and
Cosmetics Act. The paper book/summon is yet to be received by Ramdev.

A criminal complaint has been filed by Madan Kurke against Ramdev under section 420, 120B, 270, 504, 34 of
Drugs and Magic Remedies (Objectionable Advertisements) Act and under section 3, 4, 5 of Indian Penal Code
before Civil Judge Junior Division and Judicial Magistrate First Class. The matter is currently pending.

All India Medical Association has filed a criminal case against Ramdev before Chief Judicial Magistrate, Sirsa in
respect of statement made by Ramdev regarding allopathy and its practitioner and imputing Coronil as cure for
Covid-19 and alleging violation of Section 188 and 505 of Indian Penal Code, section 2 and 3 of Epidemic
Diseases Act, section 52 and 54 of Disaster Management Act and section 4 and 5 of Drugs and Magic Remedies
Act. The matter is currently pending.

472
10.

11.

12.

(b)

©

(d)

A criminal complaint has been filed by Gyan Prakash before the Chief Judicial Magistrate in respect of statement
made by Ramdev regarding allopathy and its practitioner and imputing Coronil as cure for Covid-19 and alleging
violation of Section 268, 153(A)186, 188, 269, 270, 336, 420, 499, 124(A), 500, 505/511 of Indian Penal Code,
section 54 of Epidemic Diseases Act, section 52 and 54 of Disaster Management Act and section 4 and 5 of Drugs
and Magic Remedies Act. The matter is currently pending.

A criminal complaint has been filed by Dr. Gurdeep Singh Bhullar before Chief Judicial Magistrate under Sections
420, 504, 270, 417, 427 of the IPC for the statement made by Ramdev against allopathy and its practitioners. The
matter is currently pending.

A criminal complaint has been filed by Ravinder Singh Bassi before Chief Judicial Magistrate, Chandigarh under
Indian Penal Code for the statement made by Ramdev against allopathy and its practitioners. The matter is
currently pending.

A criminal complaint has been filed by All India Medical Association before Judicial Magistrate — I Haryana
under Indian Penal Code for the statement made by Ramdev against allopathy and its practitioners. The matter is
currently pending.

A criminal complaint has been filed by Dr. Gurdeep Singh before SD JM, Taluka Court, Malout for the statement
made by Ramdev against Allopathy and practitioners. The complaint is currently under investigation.

A criminal complaint has been filed by India Medical Association before Metropolitan Magistrate - Dwarka under
Indian Penal Code for the statement made by Ramdev against Allopathy and its practitioners. The complaint is
currently under investigation.

Statutory or regulatory proceedings

Except as disclosed under “- Litigation proceedings involving our Promoters - Statutory or regulatory
proceedings” or otherwise stated below, as on the date of this Prospectus, there are no pending actions taken by
statutory or regulatory authorities against our Directors.

Claims related to direct and indirect taxes

As on the date of this Prospectus, there are no pending claims related to direct or indirect taxes against our
Directors.

Other pending proceedings

Except as disclosed below, as on the date of this Prospectus, there are no other proceedings involving our
Directors, which have been considered material by our Company in accordance with the Materiality Policy:

A civil suit no. 619/2017 has been filed by Ramdev before Karkardooma Court, Delhi against Priyanka Pathak
Narain and others relating to the matter wherein the author has written certain defamatory content against Ramdev
in his book titled “Godman to Tycoon”. The matter is currently pending.

A civil application has been filed by Ms. Priyanka Pathak Narain against Ramdev before Districts and Sessions
Judge, Karkardooma Court, relating to the matter wherein the author has written certain defamatory content
against Ramdev in his book titled “Godman to Tycoon”. The matter is currently pending.

A civil special leave petition has been filed by Juggernaut Books Private Limited against Ramdev and others
before Supreme Court relating to the matter wherein the author has written certain defamatory content against
Ramdev in his book titled “Godman to Tycoon”. The matter is currently pending.

A civil special leave petition has been filed by Priyanka Pathak Narain and others against Ramdev and others
before Supreme Court relating to the matter wherein the author has written certain defamatory content against
Ramdev in his book titled “Godman to Tycoon”. The matter is currently pending.

A civil suit has been filed by Ramdev and others against Meera Singh and others before Delhi High Court alleging
posting of certain disparaging videos against Ramdev and Patanjali. The matter is currently pending.

473
10.

(a)

A civil suit has been filed by Ramdev and others against Facebook Inc and others before Delhi High Court relating
to certain disparaging videos of Rajiv Dixit death available on google and facebook. The matter is currently
pending.

A civil first appeal against order has been filed by Google Inc. against Ramdev and others before Delhi High
Court relating to certain disparaging videos of Rajiv Dixit death available on google and facebook. The matter is
currently pending.

A civil first appeal against order has been filed by Twitter International Company against Ramdev and others
before Delhi High Court relating to certain disparaging videos of Rajiv Dixit death available on Google and
Facebook. The matter is currently pending.

A civil suit has been filed by Ramdev and others against Sobhagya Media Private Limited (APN LIVE) and others
alleging that APN news channel has posted certain defamatory video against Ramdev in relation to the Red
Sandalwood matter. The matter is currently pending.

A civil first appeal against order has been filed by Facebook Inc. and others against Ramdev and others before
Delhi High Court in relation to certain disparaging videos of Rajiv Dixit death available on Google and Facebook.
The matter is currently pending.

Litigation proceedings involving our Promoters
Criminal proceedings

Except as stated below, as on the date of this Prospectus, there are no pending criminal proceedings involving our
Promoters:

Patanjali Ayurved Limited has filed 54 criminal complaints/appeal against various persons and entities before
various forum under the provisions of section 138 of Negotiable Instruments Act, 1881. The total amount of all
cheques involved in these matters is approximately = 404.91 lakh. These matters are currently pending at different
stages.

Patanjali Ayurved Limited has filed a criminal revision application before Second Additional District Judge,
Haridwar alleging that Nand Kishore, one of its vendor has committed fraud against Patanjali Ayurved Limited.
The matter is currently pending.

Patanjali Ayurved Limited has filed a criminal revision application before District Judge, Haridwar alleging that
Arvindra Singh, one of its vendor has committed fraud against Patanjali Ayurved Limited. The matter is currently
pending.

Patanjali Ayurved Limited has filed a criminal revision application before District Judge, Haridwar alleging that
India Employee Service, one of its vendor has committed fraud against Patanjali Ayurved Limited. The matter is
currently pending.

Patanjali Ayurved Limited has filed a criminal application before 3 Additional District Judge, Haridwar alleging
that K Uday Bhanu, one its ex-employee, has committed fraud against Patanjali Ayurved Limited. The matter is
currently pending.

Patanjali Ayurved Limited has filed the criminal defamation case against Ashwani Garg for the defamatory
statement made against Patanjali Ayurved Limited before MM, Districts Court, Dwarka.

Patanjali Ayurved Limited has filed a criminal revision petition under section 397 of Criminal Procedure Code
against the order passed by ACM, Gwalior. The matter is currently pending.

A criminal complaint case has been filed by Amrendra Kumar alleging that an employee of Patanjali Ayurved
Limited has committed a fraud of % 1.63 lakh with him. The matter is currently pending.

A criminal complaint case has been filed by Durgesh Jaisawal before Chief Judicial Magistrate against Patanjali
Ayurved Limited alleging certain fraud in relation to distributorship. The matter is currently pending.

474
10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

Patanjali Ayurved Limited has filed a criminal complaint against India Employment Services and others before
District and Sessions Judge, Haridwar under section 156(3) of the Criminal Procedure Code, 1973 in respect of
non-payment of wages of 22 workers.

Patanjali Parivahan Private Limited has filed two criminal complaints against various persons before various
forum under the provisions of Section 138 of the Negotiable Instruments Act, 1881. The total amount of cheques
involved in all these matters is = 1.67 lakh. The matters are currently pending.

Patanjali Parivahan Private Limited has filed a criminal complaint against Kalyan Singh and others before Chief
Judicial Magistrate, Haridwar for theft of diesel, petrol, and fleet card. The matter is currently pending.

Krishan Kumar Hasija has filed a criminal complaint against Patanjali Ayurved Limited before Rohini Court,
Delhi, under the provisions of Protection of Children from Sexual Offence Act, 2012. The copy of summon is yet
to be received by Patanjali Ayurved Limited.

All India Medical Association has filed a criminal case before Chief Judicial Magistrate, Sirsa against Vedic
Broadcasting Limited in respect of statement made by Ramdev regarding allopathy and its practitioner and
imputing Coronil as cure for Covid-19 and alleging violation of Section 188 and 505 of Indian Penal Code, section
2 and 3 of Epidemic Diseases Act, section 52 and 54 of Disaster Management Act and section 4 and 5 of Drugs
and Magic Remedies Act. The matter is currently pending.

Four different criminal complaint has been filed against Acharya Balkrishna alleging non-compliance with the
provisions of Drugs and Magic Remedy Act by the drug authority. The matters are currently pending at different
stages as on the date of this Prospectus.

A criminal complaint has been filed by Deepak Sandhu against Acharya Balkrishna under the provisions of Indian
Penal Code, 1860 and Drugs and Cosmetics Act, 1940. Copy of the complaint and summon has not been received
by Acharya Balkrishna as on the date of Prospectus.

A criminal writ petition has been filed by Acharya Balkrishna before the Rajasthan High Court for quashing of
the complaint filed against Acharya Balkrishna and others in respect of certain allegations pertaining to atta
biscuit.

The Central Bureau of Investigation had filed a FIR against Acharya Balkrishna under Section 154 of the Code
of Criminal Procedure, 1973 under which it was alleged that his citizenship and Indian passport was obtained
using forged documentation. Subsequently, Acharya Balkrishna filed a criminal revision petition before the High
Court of Nainital praying for the quashing of the aforementioned FIR. Pursuant to this, an interim order was issued
by the High Court of Nainital directing the stay of the arrest warrant issued in respect of Acharya Balkrishna.
Following this, the charges heet was filed in respect of Acharya Balkrishna before the Court of Special Magistrate,
CBI, Dehradun under Sections 120, 420, 468 and 471 of the IPC, and Section 12 of the Passport Act, 1967 under
which Acharya Balkrishna continued to be alleged of obtaining his citizenship and Indian passport using forged
documentation. Acharya Balkrishna subsequently filed a criminal revision petition before the Sessions Court,
Dehradun under which it was prayed that the quashing of the aforementioned charge sheet. Pursuant to this, the
Court of Session Judge issued an order pursuant to which the criminal revision petition was partially allowed and
directed that the charges framed under the said charge sheet need to be revised, as appropriate and that the Court
of Special Magistrate, CBI, Dehradun shall undertake the same, based on the submissions to be made by each of
the CBI and Acharya Balkrishna. The matter is currently pending before the Court of Special Magistrate, CBI,
Dehradun.

An FIR No. 79/2015 was filed under Section 147, 148, 149, 302, 307, 323, 336, 427, 504, 506, 114, 112, 120B of
Indian Penal Code alleging that Ram Bharat ordered his associates to attack certain trade union members while
they were approaching one of the manufacturing plant and pursuant to such attack, one of the trade union member
got injured and died. The matter is currently pending before 4th Additional District Judge, Haridwar.

Krishan Kumar Mittal filed a criminal complaint under section 156(3) of Criminal Procedure Code, 1973
regarding frozen mutter under section 420, 406 and 120 of the Indian Penal Code 1860 against Ram Bharat and
Acharya Balkrishna. Ram Bharat and Acharya Balkrishna have filed an appeal against such criminal complaint
before the Rajasthan High Court, Jaipur Bench and Rajasthan High Court has stayed further
proceedings/investigation in the said criminal complaint, however, the matter is currently pending.

475
21.

22.

23.

(b)

10.

A criminal complaint has been filed under section 156(3) of the Criminal Procedure Code 1973 before Chief
Judicial Magistrate, Nagpur by Gajanan Constructions and Earth Movers against Acharya Balkrishna, Divya
Pharmacy, business undertaking of Divya Yog Mandir Trust and others. The copy of summon is yet to be received
by Divya Yog Mandir Trust. The matter is currently pending.

A criminal complaint has been filed by Deepak Sandhu against Acharya Balkrishna and others before Chief
Judicial Magistrate, Ambala alleging violation of certain provisions of Drugs and Cosmetics Rules, 1945
pertaining to product ‘Bala Churan.

An FIR has been filed against Acharya Balkrishna and others by the Drug Inspector before Mantha Police Station
alleging that Patanjali Organic Research Institute Private Limited has been marketing seeds without procuring
permission from State of Maharashtra under the provisions of Seeds Act, 1966.

Statutory or regulatory proceedings

Except as stated below, as on the date of this Prospectus, there are no pending actions taken by statutory or
regulatory authorities against our Promoters:

Patanjali Ayurved Limited has received 82 notices from designated officers for food safety for various locations
in which our stores operate, alleging various defects in the various products sold by us in contravention of the FSS
Act, pursuant to which the relevant food safety authorities have initiated proceedings against Patanjali Ayurved
Limited before the relevant Additional District Magistrates. The matters are currently pending, at various stages
of adjudication.

Food Safety Inspector has found the sample lifted by it unsafe under the provisions of FSS Act and have filed
criminal complaint against Patanjali Ayurved Limited before the Chief Judicial Magistrate. The matter is
currently pending.

Patanjali Ayurved Limited has filed an appeal before 59th District & Session Judge, Agra (FSAT Agra) against
the order passed by Additional District Magistrate imposing a penalty of = 1.00 lakh. The matter is currently
pending.

Patanjali Ayurved Limited has filed an appeal before 59th District & Sessions Judge, Agra (FSAT Agra) against
the order passed by Additional District Magistrate imposing a penalty of = 1.00 lakh. The matter is currently
pending.

Patanjali Ayurved Limited has received 13 notices from the Legal Metrology Inspector of various locations
alleging various defects in the various products sold by us in contravention of the Legal Metrology Act, which are
yet to be compounded by Patanjali Ayurved Limited.

Patanjali Ayurved Limited has received a show cause notice from Drug Inspector, Mysore alleging that Patanjali
Ayurved Limited has violated sections 3, 2(a), 2(b) and 14 of Drugs and Magic Remedies (Objectionable
Remedies) Act, 1954 in respect of an advertisement broadcasted by Patanjali Ayurved Limited. The matter is
currently pending.

Food Safety Inspector has found the sample lifted by it unsafe under the provisions of FSS Act and have filed
criminal complaint against Patanjali Ayurved Limited before ACJM-1 Moradabad. The matter is currently
pending.

Food Safety Inspector has found the sample lifted by it of Kali Mirch unsafe under the provisions of FSS Act and
have filed criminal complaint against Patanjali Ayurved Limited before 76 - XIV Civil Judge Class-I and
Additional Chief Judicial Magistrate. The matter is currently pending.

Food Safety Inspector has filed a criminal complaint against Patanjali Ayurved Limited alleging that the same of
milk lifted by it being misbranded and Patanjali Ayurved Limited running the premise without the FSSAI license.

Patanjali Ayurved Limited has filed an appeal against the order passed by the Provident Fund Commissioner

directing Patanjali Ayurved Limited, being the principal employer, to deposit the provident fund dues of = 7.30
lakh.

476
11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

©

Patanjali Ayurved Limited has received 26 notices from relevant food inspectors alleging that the sample lifted
by them do not comply with the provisions of Food and Safety Standards Act, 2006 and the relevant proceedings
before the relevant additional district magistrate are yet to be initiated.

Licensing Authority Ayurvedic & Unani Services Dehradun has sent a show cause notice to Divya Yog Mandir
Trust for launching Coronil Kit without seeking necessary approval. Divya Yog Mandir Trust has sent its reply to
the said show cause notice and the matter is currently pending.

Food and Drug Administration Authority has sent a show cause notice to Divya Yog Mandir Trust alleging
violation of certain provisions of Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954 by
printing objectionable information on the label of Coronil Tablet. Divya Yog Mandir Trust has sent its reply to
the said show cause notice and the matter is currently pending.

The Drug Inspector has filed a criminal complaint against Divya Yog Mandir Trust before Junior Judges Court,
Medak alleging violation of certain provision of Drugs and Magic Remedies (Objectionable Advertisements) Act,
1954 by claiming (i) treatment of gynaecological problems, etc. (ii) treatment of vitiligo and other skin disorders.
in medicines Divya Stree Rasayan Vati and Bakuchi Churna. Further proceedings have been stayed until further
orders from Telangana High Court. In connection with this matter, a criminal petition has been filed before
Telangana High Court seeking transfer of proceedings from JFCM, Medak to JFMC Ranga Reddy District Court
of equal or superior jurisdiction and another criminal petition seeking stay on the appearance of the petitioners /
accused before JFCM, Medak Court and another criminal petition seeking quashing of order issuing non-bailable
warrants issued by JFCM, Medak Court.

The Office of Drug Inspector, Ayurved Department, Pratapgarh, Rajasthan has sent a show cause notice dated
April 5, 2021 to Divya Yog Mandir Trust alleging that the sample of Lavangadi Vati is not of standard quality.
The matter is currently pending.

The Food Safety Officer has filed two complaints before the ADM Sitapur against Patanjali Agro India Private
Limited and others allegedly stating the products lifted by them is substandard. The matter is currently pending.

Food Safety Officer has filed a complaint before the ADM Harda against Patanjali Agro India Private Limited
and others allegedly stating the product sample procured by them does not contain the manufacturing date and
repacking date clearly. The matter is currently pending.

Food Safety Officer has filed a criminal complaint against Acharya Balkrishna in the capacity of Director of
Patanjali Ayurved Limited and others under section 26 read with Section 59 of Prevention of Food Adulteration
Act, 1954 before 32, Additional Chief Metropolitan Magistrate, Patiala House Court, New Delhi allegedly in
relation to sample of ‘milk’ collected by Food Safety Officer. Acharya Balkrishna has also filed a criminal petition
before Delhi High Court under section 484 of the Criminal Procedure Code for quashing of the said criminal
complaint. The matters are currently pending.

Ram Bharat and others have received a notice from the relevant food safety inspector alleging that the sample of
biscuits lifted by it is misbranded, pursuant to which the relevant food safety authorities have initiated proceedings
against Ram Bharat and others before the relevant Additional District Magistrate, Delhi. The matter is currently
pending.

Acharya Balkrishna has received a notice from designated officer for food safety alleging that the sample of Atta
Noodles lifted by them is substandard, pursuant to which the relevant officer has initiated the proceedings against
Acharya Balkrishna before Additional District Magistrate, Churu.

Claims related to direct and indirect taxes

Other than disclosed below, as on the date of this Prospectus, there are no pending claims related to direct or
indirect taxes against our Promoters:

 

 

 

 

 

S.No. | Nature of Proceedings | Number of cases Approximate amount in dispute (in Z lakh)
Ni Direct tax 8 6,689.10
2 Indirect tax 9 12,351.57
Total 17 19,040.67

 

 

 

 

 

477
(d)

()

Other pending proceedings

As on the date of this Prospectus, there are no pending proceedings involving any of our Promoters, which have
been considered material by our Company in accordance with the Materiality Policy, except as stated below:

Ashav Advisory LLP had filed an arbitration petition under Section 11 of the Arbitration and Conciliation Act,
1996 on September 13, 2021 against Patanjali Ayurved Limited, Patanjali Parivahan Private Limited, Divya Yog
Mandir Trust, Patanjali Gramudyog Nyas and the Company before the High Court of Delhi. Under this petition,
AAL has alleged that the arbitration clause as set out under MOU | is applicable to MOU II. Pursuant to this
petition, the High Court, vide its order dated January 31, 2022 (“2022 HC Order”), has appointed a sole arbitrator
to adjudicate the dispute between AAL, the Respondents and our Company, subject to such sole arbitrator making
the necessary disclosures required under Section 12(1) of the Arbitration and Conciliation Act, 1996 and not being
ineligible under Section 12(5) of the Arbitration and Conciliation Act, 1996. The said arbitrator has accepted and
confirmed his appointment in terms of Arbitration and Conciliation Act, 1996, and accordingly, the arbitration
proceedings are ongoing.

Patanjali Ayurved Limited and Patanjali Parivahan Private Limited have jointly filed a special leave petition
before the Supreme Court of India against the 2022 HC Order inter-alia on the grounds that (i) section 7(5) of the
Arbitration and Conciliation Act, 1996 mandates specific incorporation, (ii) the scope of Section 7 of Arbitration
and Conciliation Act, 1996 cannot be diluted by looking into ‘surrounding circumstances’ and ‘conduct of parties’,
(iii) the MOUs are mutually irreconcilable in nature, (iv) MOU II is not a progression of MOU I, and (v) in the
absence of arbitration clause in MOU II, the matter cannot be referred to arbitration. The matter is currently
pending.

Further, Divya Yog Mandir Trust and Patanjali Gramudyog Nayas have jointly filed a special leave petition before
the Supreme Court of India against the 2022 HC Order on the grounds that, inter-alia,: (i) Divya Yog Mandir
Trust and Patanjali Gramudyog Nayas are not a signatory to the MOUs, (ii) there was no obligation of any nature
imposed upon Divya Yog Mandir Trust and Patanjali Gramudyog Nayas under MOU I to indicate that the
performance of obligations under MOU-I were dependent upon Divya Yog Mandir Trust and Patanjali
Gramudyog Nayas, (iii) Divya Yog Mandir Trust, Patanjali Gramudyog Nayas, Patanjali Ayurved Limited and
Patanjali Parivahan Private Limited are not part of a “Single economic unit”; (iv) the MOUs do not represent a
composite transaction, (v) the principles basis which “group of companies” doctrine can be applied has not been
followed by the High Court, (vi) MOU II is not a progression of MOU I, and (vii) Section 7(5) of the Arbitration
and Conciliation Act, 1996 mandates specific incorporation. The matter is currently pending.

For further details on this matter, also see “ — Litigation proceedings involving our Company — (c) Other material
proceedings” on page 469.

Disciplinary action taken against our Promoters by SEBI or any stock exchange

No disciplinary action has been taken against our Promoters in the five Fiscals preceding the date of this
Prospectus either by SEBI or any stock exchange or is currently outstanding.

Litigation proceedings involving our group companies

Our Group Companies are not party to any pending litigation which will have any material impact on our
Company.

Outstanding dues to small scale undertakings or any other creditors

Except as stated below, there are no outstanding overdues to creditors of our Company determined to be material
by our Board, as on September 30, 2021.

As of September 30, 2021, the Company owed a total sum of 2 65,091.54 lakh to a total number of 6,449 creditors.

The details of our outstanding dues to the ‘material’ creditors of our Company, MSMEs and other creditors, on a
standalone basis, as on September 30, 2021 are as follows:

478
 

 

 

 

 

 

 

 

Particulars* No. of creditors Amount due (in 2 lakh)
Micro, small or medium enterprises* 100* 605.81
“Material” creditors 5 35,206.97
Other Creditors 6,344" 29,278.76
Total 6,449 65,091.54

 

 

* includes one item of interest payable to MSME parties.

** includes 24 items of provisions on the basis of accruals which cannot be allocated to respective parties.

# excludes creditors for capital expenditure amounting to & 59.38 lakh as on September 30, 2021, as per the Restated Financial
Statements and classified under other current financial liabilities.

For complete details of outstanding overdues to material creditors, see
http://ruchisoya.com/document_shareholder/Material_Creditors_Sep_2021.pdf.

 

Material developments

Other than as stated in the section titled “Management's Discussion and Analysis of Financial Condition and
Results of Operations” on page 413, there have not arisen, since the date of the last financial information disclosed
in this Prospectus, any circumstances which materially and adversely affect, or are likely to affect, our operations,
our profitability taken as a whole or the value of our assets or our ability to pay our liabilities within the next 12
months.

 

479
Tax related approvals

1. Permanent account number issued by the Income Tax Department under the Income Tax Act, 1961.

2. Tax deduction account number issued by the Income Tax Department under the Income Tax Act, 1961.

3. Goods and services tax registrations issued by the Gol under the Goods and Service Tax Act, 2017.

Material approvals for which no fresh or renewal applications have been made

 

 

 

 

 

 

 

ee Plant Location Nature of approval Issuing authority
1. Gardarwara# Licence under Contract Labour (Regulation and Abolition) Act, | Office of Licensing
1970 Officer
z Gardarwara# ISO certification 22000:2005 Bureau Veritas
Certification
3. Gardarwarat Certificate for use of a boiler under the Indian Boilers Act, 1923 | Inspector of _ Boilers,
Bhopal

 

 

 

# Plant is not operational and hence no fresh or renewal application has been made.

Material approvals which have expired for which renewal applications have been made and are currently

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

pending
= Date of acknowledgement
No, | Plant Location Nature of approval Issuing authority of application / date of
: application
A; Baran Renewal of NoC issued to existing | Central Ground Water | Application for renewal
industrial projects abstracting | Authority made on February 25, 2021
ground water
2. Baran Fire NOC Fire Officer, Baran | Application for renewal
(Rajasthan) made on December 2, 2019
% Daloda Consent to operate under Water | MP Pollution Control | Application for renewal
(Prevention and Control of | Board made on September 20, 2019
Pollution) Act,1974 and Air
(Prevention and Control of
Pollution) Act,1981
4, Daloda Fire NOC Upper District | Application for renewal
Magistrate made on August 6, 2010
5: Gadarwara License to import and store | Controller of | November 30, 2020, being
petroleum issued under the | Explosives, Bhopal the date of
Petroleum Act, 1934 acknowledgement
6. Gadarwara Consent or authorization issued by | Madhya Pradesh | Application for renewal
the pollution control board to | Pollution Control | made on May 14, 2021
operate under the Water | Board
(Prevention and Control of
Pollution) Act, 1974
7 Patanjali Food | FSSAT Licence under the Food | Government of | Application for modification
and Herbal Park, | Safety and Standards Act, 2006 Uttarakhand, made on July 30, 2021.
Village, Padartha, Department of Food
Laksar Road, Safety, Food Safety
Haridwar and Standards
Authority of India
8. Washim ‘Application of Renewal of NOC to | Ministry of Jal Shakti | Application for renewal
abstract Ground Water made on June 8, 2020
9. Baran Contract Labour (Regulation and | Department of Labour- | Application for renewal
Abolition) Act, 1970 - Certificate | Licencing Officer made on August 2, 2021
of Registration
10. | Gadarwara Licence to import and store | Ministry of Commerce | Application for renewal
petroleum & Industry (Petroleum | made on November 18, 2021
& Explosives Safety
Organisation)- Dy.
Chief Controller of
Explosives
11. Patalganga License to Import and Store | Chief Controller of | Application for renewal
Petroleum in Installation Explosives made on November 30, 2021

 

481
GOVERNMENT AND OTHER APPROVALS

We have obtained all material consents, licenses, permissions, registrations and approvals from various
governmental, statutory and regulatory authorities in India, which are necessary for undertaking our Company’s
business, except as disclosed below. The disclosure below is indicative and no further material approvals are
required for carrying on the present business operations of our Company. Unless otherwise stated, these material
approvals are valid as on the date of this Prospectus.

We have also disclosed below (i) the material approvals applied for, including renewal applications made, but
not received; (ii) the material approvals which have expired and renewal for which are yet to be applied for; and
(iii) the material approvals which are required but not obtained or applied for.

For details in connection with the regulatory and legal framework within which our Company operates, see “Key
Regulations and Policies” on page 249. For Issue related approvals, see “Other Regulatory and Statutory
Disclosures” on page 483 and for incorporation details of our Company, see “History and Certain Corporate
Matters” on page 259.

Material approvals in relation to our business and operations
Business and operations related approvals

1. License to import and store petroleum issued under the Petroleum Act, 1934, to enable our Company to
operate a factory within the manufacturing facilities.

2. FSSAI Licence under the Food Safety and Standards Act, 2006.

3. Certificate of Importer-Exporter Code issued by the office of the Director General of Foreign Trade, Ministry
of Commerce and Industry, Government of India, under the Foreign Trade (Development and Regulation)
Act, 1992, to enable our Company to carry out its export and import operations.

4. Licenses to work factories issued under the Factories Act, 1948 to enable our Company to operate a factory
within the manufacturing units.

5. Certificate for use of a boiler under the Indian Boilers Act, 1923 to enable our Company to operate boilers in
the manufacturing units.

6. Consent or authorization issued by the respective pollution control boards: (i) to operate under the Water
(Prevention and Control of Pollution) Act, 1974; (ii) to operate under the Air (Prevention and Control of
Pollution) Act, 1981; and (c) under the Hazardous & Other Wastes (Management and Transboundary
Movement) Rules, 2016, to operate a factory within the manufacturing units.

7. Approval issued by the respective electrical inspectorate under the Electricity Act, 2003 and the Central
Electricity Authority (Measures relating to Safety and Electric Supply) Regulations, 2010, to operate a factory
within the manufacturing units.

8. Fire NOC from the relevant fire department.
9. Certificate of registration under the Legal Metrology Act, 2009.
Material labour/employment related approvals

1. Registration under applicable shops and establishments legislation for our offices, issued by the ministry or
department of labour of relevant State government, wherever applicable.

2. Registration under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, issued by the
Employees’ Provident Fund Organisation for certain of our manufacturing facilities.

3. Registration under the Employees' State Insurance Act, 1948, issued by the Regional Office, Employees State
Insurance Corporation of different States for certain of our manufacturing facilities.

4, Registration as a principal employer under the Contract Labour (Regulation & Abolition) Act, 1970 issued
by relevant registering officer for certain of our manufacturing facilities.

480
 

 

 

 

 

 

 

 

 

a Date of acknowledgement
No, | Plant Location Nature of approval Issuing authority of application / date of
z application
12. Patalganga Renewal of consent to operate | Pollution Control | Application for renewal
under RED category Board made on November 12, 2021
13. Baran Consent to operate u/s 25 and 26 of | Rajasthan State | Application for renewal
Water (Prevention and Control of | Pollution Control | made on December 23, 2021
Pollution) Act, 1974 & w/s 21(4) of | Board
Air (Prevention and Control of
Pollution) Act, 1981
14. Baran Contract Labour (Regulation and | Department of Labour- | Application for renewal
Abolition) Act, 1970 Licencing Officer made on December 23. 2021
15. | Kandla License to Import & store | Chief Controller | Application for _ renewal
Petroleum installation Explosive made on October 22,2021
16. | Kakinada Renewal Application The Deputy Chief | Application for renewal
Inspector of Boilers | made on January 27, 2022
Government of Andhra
Pradesh

 

 

are currently pending

Approvals for which transfer applications have been made, pursuant to Business Transfer Agreement, and

 

 

 

 

 

 

 

Sr. ; s Date of acknowledgement of

No. pears ch ppproval Dee coy application / date of application

‘A, Certificate of registration under the | Senior Inspector, Department of | Application for transfer made on
Legal Metrology Act, 2009 Legal Metrology, Uttarakhand May 19, 2021

 

Intellectual property rights

Our Company has obtained and has applied for registrations in respect of the intellectual property created by our
Company during the course of its business. As on the date of this Prospectus, we have obtained trademarks
registrations, including for the logo of our Company under classes 1, 3, 16 and 99 and other trademarks of our
brands, such as “Mahakosh” (under classes 29, 30, 31 and 32), “Nutrela” (under classes 29, 30, 31 and 32), “Ruchi

Gold” (under class 29) ete.

For details in relation to our intellectual property registrations, see “Our Business

on page 247.

482

Intellectual Property Rights”
OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue

The Issue has been authorized by a resolution of our Board dated November 10, 2020 and June 9, 2021 and the
Issue has been authorized by a special resolution of our Shareholders, dated December 21, 2020. The Issue is inter
alia intended to be undertaken for achieving continuous minimum public shareholding in terms of applicable
circulars issued by SEBI and provisions of SCRR.

The Issue Committee has approved the Draft Red Herring Prospectus on June 12, 2021.
The Board of Directors has approved the Red Herring Prospectus on March 10, 2022.

The Issue Committee has approved the Red Herring Prospectus on March 11, 2022.

The Board of Directors has approved the Prospectus on March 31, 2022.

Our Company has received in-principle approvals from the BSE and the NSE for the listing of the Equity Shares
pursuant to letters both dated July 5, 2021.

Prohibition by SEBI or other Governmental Authorities

Our Company, our Promoters, our Directors, and the members of the Promoter Group, have not been prohibited
from accessing the capital markets and have not been debarred from buying, selling or dealing in securities under
any order or direction passed by SEBI or any securities market regulator in any jurisdiction or any other
authority/court.

Compliance with the Companies (Significant Beneficial Ownership) Rules, 2018

Our Company, our Promoters, the members of the Promoter Group, are in compliance with the Companies
(Significant Beneficial Owners) Rules, 2018.

Directors associated with the securities market

None of our Directors are, in any manner, associated with the securities market and there is no outstanding action
initiated by SEBI against the Directors of our Company in the past five years preceding the date of this Prospectus.

Eligibility for the Issue
Our Company is eligible for this Issue in accordance with the SEBI ICDR Regulations.

This Issue is being made through the Book Building Process in accordance with Regulation 129(1) of the SEBI
ICDR Regulations wherein not more than 50% of the Net Issue is proposed to be Allotted to QIBs. Further, not
less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders
and not less than 35% of the Net Issue shall be available for allocation on a proportionate basis to Retail Individual
Bidder.

Our Company confirms that it is in compliance with the conditions specified in Regulation 104 of the SEBI ICDR
Regulations, to the extent applicable.

Further, our Company confirms that it is not ineligible to make the Issue in terms of Regulation 102 of the SEBI
ICDR Regulations, to the extent applicable, as is set out below:

(a) Our Company, its Promoters, Directors, or the members of the Promoter Group, are not debarred from
accessing the capital markets by the SEBI.

(b) None of our Promoters or our Directors are promoters or directors of companies which are debarred from
accessing the capital markets by the SEBI.

(c) Neither our Company, our Promoters nor our Directors are wilful defaulters.

(d) None of our Promoters or our Directors has been declared a fugitive economic offender (in accordance with
the Fugitive Economic Offenders Act, 2018).

483
Confirmation in relation to RBI Circular dated July 1, 2016

As on the date of this Prospectus, our Company, none of our Directors or Promoters have been declared as
“Fraudulent Borrowers” by the lending banks or financial institutions or consortium, in terms of RBI master
circular dated July 1, 2016.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING
PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE
SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING
PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, SBI CAPITAL MARKETS LIMITED,
AXIS CAPITAL LIMITED AND ICICI SECURITIES LIMITED HAVE CERTIFIED THAT THE
DISCLOSURES MADE IN THE 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. THIS
REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR
MAKING AN INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS, THE BRLMS ARE EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGE THEIR
RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE
BRLMS HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED JUNE 12, 2021 IN
THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE
BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS,
2018.

THE FILING OF THE 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 AND/OR OTHER CLEARANCES AS MAY
BE REQUIRED FOR THE PURPOSE OF THE ISSUE. SEBI FURTHER RESERVES THE RIGHT TO
TAKE UP, AT ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGERS, ANY
IRREGULARITIES OR LAPSES IN THE DRAFT RED HERRING PROSPECTUS.

Disclaimer Clause of BSE

As required, a copy of the Draft Red Herring Prospectus has been submitted to BSE. The disclaimer clause as
intimated by BSE to us is set forth below:

“BSE Limited (“the Exchange”) has given vide its letter dated July 5, 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: -

(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

(©) 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

484
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 the NSE

As required, a copy of the Draft Red Herring Prospectus has been submitted to NSE. The disclaimer clause as
intimated by NSE to us is 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. No. NSE/LIST/C/2021/0457 dated July 5,
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 the 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.”

Disclaimer from our Company, our Directors, and the BRLMs

Our Company, our Directors, and the BRLMs accept no responsibility for statements made otherwise than 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.ruchisoya.com, or
the website of any affiliate of our Company, would be doing so at his or her own risk.

The BRLMs accept no responsibility, save to the limited extent as provided in the Issue Agreement and the
Underwriting Agreement to be entered into between the Underwriters, and our Company.

All information shall be made available by our Company and the BRLMs 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.

Investors who Bid in the Issue will be required to confirm and will be deemed to have represented to our Company,
Underwriters 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, Underwriters and their
respective directors, officers, agents, affiliates, employees, and representatives accept no responsibility or liability
for advising any investor on whether such investor is eligible to acquire the Equity Shares.

The BRLMs and their respective associates and affiliates may engage in transactions with, and perform services
for, our Company, and their respective group companies, 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, and their respective group companies, affiliates or associates or third parties, for
which they have received, and may in the future receive, compensation.

Disclaimer in respect of jurisdiction

Any dispute arising out of the Issue will be subject to the jurisdiction of appropriate court(s) in Mumbai only.
The Issue is being 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 the SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject

485
to RBI permission), or trusts under applicable trust law and who are authorised under their constitution to hold
and invest in shares, permitted insurance companies and pension funds, insurance funds set up and managed by
the army and navy and insurance funds set up and managed by the Department of Posts, India) 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.

Invitations to subscribe to or purchase the Equity Shares in the Issue shall be made only pursuant to the Prospectus
if the recipient is in India or the preliminary offering memorandum for the Offer, which comprises the Prospectus
and the preliminary international wrap for the Offer, if the recipient is outside India. No person outside India is
eligible to Bid for Equity Shares in the Issue unless that person has received the preliminary offering
memorandum for the Issue, which contains the selling restrictions for the Issue outside India.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the “U.S. Securities Act”), or the laws of any state of the United States and may not be offered
or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable state securities laws. The Equity Shares
are being offered and sold only outside the United States in offshore transactions as defined in and in
reliance on Regulation S under the U.S. Securities Act.

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 issued 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 in accordance with applicable
laws.

Each purchaser of the Equity Shares in the Issue who does not receive a copy of the preliminary offering
memorandum for the Issue shall be deemed to:

e Represent and warrant to our Company, the BRLMs and the Syndicate Members that its Bid did not
exceed investment limits or the maximum number of Equity Shares that can be held by it under applicable
law.

e Acknowledge that the Equity Shares offered in the Issue have not been and will not be registered under
the U.S. Securities Act or the laws of any state of the United States and are being offered and sold to it
in reliance on Regulation S.

e Represent and warrant to our Company, the BRLMs and the Syndicate Members that it was outside
the United States (as defined in Regulation S) at the time the Issue of the Equity Shares offered in the
Issue was made to it and it was outside the United States (as defined in Regulation S) when its buy order
for the Equity Shares offered in the Issue was originated.

e Represent and warrant to our Company, the BRLMs and the Syndicate Members that it did not
purchase the Equity Shares offered in the Issue as result of any “directed selling efforts” (as defined in
Regulation S).

e Represent and warrant to our Company, the BRLMs and the Syndicate Members that it bought the
Equity Shares for investment purposes and not with a view to the distribution thereof. If in the future it
decides to offer, resell, pledge or otherwise transfer any of the Equity Shares offered in the Issue, it agrees
that it will not offer, sell, pledge or otherwise transfer any of the Equity Shares except in a transaction
complying with Rule 903 or Rule 904 of Regulation S or pursuant to any other available exemption from
registration requirements under the U.S. Securities Act and in accordance with all applicable securities
laws of the states of the United States and any other jurisdiction, including India.

e Agree to indemnify and hold our Company, the BRLMs and the Syndicate Members harmless from
any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in
connection with any breach of these representations, warranties or agreements. It agrees that the
indemnity set forth in this paragraph shall survive the resale of the Equity Shares purchased in the Issue.

e Represent and warrant to our Company, the BRLMs and the Syndicate Members that if it acquired
any of the Equity Shares offered in the Issue as fiduciary or agent for one or more investor account(s), it
has sole investment discretion with respect to each such account and that it has full power to make the

486
its Promoters are required to ensure that our Company holds the Identified Entities only in capacity of a trustee
“in trust and for the cost and benefit of the Identified Buyer”; (iii) our Company ceased to exercise control as
defined in Indian Accounting Standard 110 (Ind AS 110) — “Consolidated Financial Statements” on such Identified
Entities on and from the Implementation Date, being December 18, 2019; and (iv) the current management and
Promoters assumed access to past financial records of only our Company. Therefore, our Company does not have
any subsidiary from the Implementation Date, being December 18, 2019.

None of our Corporate Promoters have made any public or rights issue during the ten years immediately preceding
the date of this Prospectus.

Underwriting commission, brokerage and selling commission paid on previous issues of the Equity Shares

No sum has been paid or is payable by our Company as commission or brokerage for subscribing to or procuring
or agreeing to procure subscription for any of the Equity Shares since incorporation.

Capital issue during the previous three years
Our Company has not made any capital issuances in the three years preceding the date of filing this Prospectus.

Capital issue during the previous three years by listed group companies, subsidiaries or associates of our
Company

None of our Group Companies are listed and hence have not made any capital issues during the three years
preceding the date of this Prospectus.

As on the date of this Prospectus, we do not have any associates.

488
foregoing representations, warranties, acknowledgements and agreements on behalf of each such
account.

e Represents and warrant to our Company, the BRLMs and the Syndicate Members that if it acquired
any of the Equity Shares offered in the Issue for one or more managed account(s), that it was authorized
in writing by each such managed account to subscribe to the Equity Shares offered in the Issue for each
managed account and to make (and it hereby makes) the representations, warranties, acknowledgements
and agreements herein for and on behalf of each such account, reading the reference to “it” to include
such accounts.

e Acknowledge that our Company, the BRLMs and the Syndicate Members and others will rely upon
the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

Listing

BSE will be the Designated Stock Exchange with which the Basis of Allotment will be finalised. Applications
have been made to the BSE and NSE for permission to deal in and for an official quotation of the Equity Shares.

Consents

Consents in writing of our Directors, our Company Secretary and Compliance Officer, our Chief Financial Officer,
our Statutory Auditor, legal counsel to the Promoters and Advisor to our Company, legal counsel to the Company,
legal counsel to the Book Running Lead Managers, Bankers to our Company, the BRLMs, Co-Manager to the
Issue, the Registrar to the Issue and Technopak have been obtained; and consents in writing of the Syndicate
Members, Public Issue Account Bank, Sponsor Banks, Monitoring Agency, Escrow Collection Bank(s) and
Refund Bank(s) to act in their respective capacities, will be obtained and filed along with a copy of this Prospectus
with the RoC as required under the Companies Act and such consents shall not be withdrawn up to the time of
filing of this Prospectus with the RoC.

Expert to the Issue
Except as stated below, our Company has not obtained any expert opinions:

Our Company has received written consent dated March 11, 2022 from Chaturvedi & Shah LLP, to include their
name as required under section 26(1) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in this
RHP, and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their
capacity as our Statutory Auditor, and in respect of their (i) examination report dated January 7, 2022 on our
Restated Financial Statements and (ii) their report dated March 11, 2022 on the ‘Statement of Special Tax Benefits”
included in this Prospectus.

Our Company has received written consent dated March 11, 2022 from GMJ & Co, Chartered Accountants, to
include their name as required under section 26(1) of the Companies Act, 2013 read with the SEBI ICDR
Regulations, in this RHP, and as an “expert” as defined under section 2(38) of the Companies Act, 2013, in respect
of their report dated March 11, 2022 on the ‘Statement of Special Tax Benefits” included in this Prospectus.

Our Company has received written consent from Mahesh Agrawal & Associates, Chartered Engineer, to include
their name as required under section 26(1) of the Companies Act, 2013 read with the SEBI ICDR Regulations, in
this RHP, and as an “expert” as defined under Section 2(38) of the Companies Act, 2013 to the extent and in his
capacity as an independent chartered engineer with respect to the certificates issued by him in relation to: (i) the
details of manufacturing facilities of our Company, including installed capacity, capacity utilisation and proposed
capacity and (ii) manufacturing capabilities of our Company.

Particulars regarding public or rights issues by our Company during the last five years and performance
vis-a-vis objects

Our Company has not made any public or rights issue during the last five years.
Performance vis-a-vis objects — Last issue of subsidiary and Corporate Promoters
In terms of the NCLT Order and the Patanjali Resolution Plan, on and from the Implementation Date, being

December 18, 2019, (i) our Company is required to hold the Identified Entities only in the capacity of a trustee
“in trust and for the cost and benefit of the Identified Buyer”; (ii) the current management of our Company and

487
Price information of past issues handled by the Book Running Lead Managers (during the current Fiscal and two Fiscals preceding the current Fiscal)

 

 

 

 

 

 

 

 

 

 

 

 

A. SBI Capital Markets Limited
1. Price information of past issues (during current financial year and two financial years preceding the current financial year) handled by SBI Capital Markets
Limited:
+/-% changein | +/-% changein | +/- % change in
closing price, [+/- | closing price, [+/- | closing price, [+/-
er Opening % change in % change in % change in
Na Issue Name** Issue Size (€ Mn.) _| Issue Price (2) Listing Date Price on closing closing closing
. Listing Date | benchmark]- 30" | benchmark]- 90" | benchmark]- 180
calendar days calendar days calendar days
from listing from listing from listing
1 | Star Health and Allied Insurance 64004.39 900.00} December 10,2021 845.00] -14.78% [+1.72%] | -29.79% [-6.66%] NA
Company Ltd *
2_ | Tarsons Products Limited © 8,738.40 662.00] November 26, 2021 700.00| -4.16% [+0.03%] | -4.46% [+0.22%] NA
3. | Aditya Birla Sun Life AMC. 27682.56 712.00 October 11, 2021 715.00] -11.36% [+0.55%] | -23.85% [-0.74%] NA
Limited*
4 |Nuvoco Vistas Corporation 50,000.00 570.00] August 23, 2021 471.00] -5.83% [+6.21%] | -9.74%[+7.34%] | -32.76% [4.10%]
Limited@
5 | Windlas Biotech Limited® 4,015.35 460.00 August 16, 2021 439.00 | -18.02% [+4.79%] | -34.42% [+9.18%] | -37.01% [+4.62%]
6 | Glenmark Life Sciences 15,136.00 720.00| August 06, 2021 751.10| -6.38% [+7.10%] | -12.94% [+10.12%] | -20.67% [+8.45%]
Limited®
7_[GR Infraprojects Limited 9 9,623.34 837.00 July 19, 2021 1,700.00 | 90.61% [+6.16%] | 138.67% [+16.65%] | 132.16% [+16.50%]
8 | Shyam Metalics and Energy 9,085.50 306.00 June 24, 2021 367.00| 41.08% [+0.53%] | 22.88% [+11.97%] | 0.96% [+5.93%]
Limited “@
9 _[Macrotech Developers Limited® 25,000.00 486.00 April 19, 2021 439.00] 30.19% [+4.68%] | 75.62% [+10.83%] | 146.92% [+27.86%]
10 | Barbeque-Nation Hospitality 4,528.74 500.00 ‘April 07, 2021 489.85] 18.77% [-0.64%] | 76.97% [+6.85%] | 122.53% [+18.31%]
Limited*

 

 

 

 

 

 

 

 

 

 

 

Source: www.nseindia.com and www.bseindia.com
Notes:

* The 30th, 90th and 180th calendar day computation includes the listing day. If either of the 30th, 90th or 180th calendar days isa trading holiday, the previous trading day is considered for the computation. We have
taken the issue price to calculate the % change in closing price as on 30th, 90th and 180th day. We have taken the closing price of the applicable benchmark index as on the listing day to calculate the % change in
closing price of the benchmark as on 30th, 90th and 180th day.

* “The information is as on the date of this document.

“The information for each of the financial years is based on issues listed during such financial year.

® The S&P BSE SENSEX index is considered as the Benchmark Index, BSE being the designated stock exchange

* The Nifty 50 index is considered as the Benchmark Index, NSE being the designated stock exchange

1 Price for eligible employee was Rs 820.00 per equity share
2 Price for eligible employee was Rs 639.00 per equity share

 

489
 

 

 

 

 

3 Price for eligible employee was Rs 795.00 per equity share
4 Price for eligible employee was Rs 291.00 per equity share
25 Summary statement of disclosure Price information of past issues during current financial year and two financial years preceding the current financial year
handled by SBI Capital Markets Limited:
No. of IPOs trading at discount - | No. of IPOs trading at premium | No. of IPOs trading at discount - | No. of IPOs trading at premium -
| Total otal 30" calendar days from listing _| - 30 calendar days from listing | 180" calendar days from listing | 180 calendar days from listing
Financial no. of amount of Tess ‘Tess
Year IP Os + | funds raised Over Between qhan Over Between than Over Between | Less than Over Between | Less than
(= Mn.) 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25% 50% 25-50% 25%
2021-22* 10 2,17,814.28 : - 6 1 2 ud : 2 % 3 1
2020-21 7 1,05,087.00 : - 5 - 2 - - 1 3 - z 4
2019-20 3 138,283.86 : 1 1 1 - - 1 : - 4 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* The information is as on the date of this Offer Document.
* Date of Listing for the issue is used to determine which financial year that particular issue falls into

Track record of past issues handled by the BRLM’s

For details regarding the track record of the BRLMs, as specified under circular reference CIR/MIRSD/1/2012 dated January 10, 2012 issued by the SEBI, see the websites of the BRLM mentioned below.

 

BRLM

Website

 

SBI Capital Markets Limited

 

www.sbicaps.com

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

B. Axis Capital Limited
1. Price information of past issues (during current financial year and two financial years preceding the current financial year) handled by Axis Capital Limited:
Opening | +/- % change in closing | +/- % changeinclosing | +/- % change in closing
Sr. Issue size Issue ae priceon | price, [+/- % change in | price, [+/- % change in price, [+/- % change in
No. nS millions) | price @ | Vistin€ date |isting date| closing benchmark]. 30th | closing benchmarkJ- 90th | closing benchmark]- 180th
(in®)_| calendar days from listing | calendar days from listing | calendar days from listing
1 (Vedant Fashions Limited 31,491.95 866.00 16-Feb-22 935.00. +3.99%, [-0.20%] “ *
2 [CMS Info Systems 11,000.00 216.00 31-Dec-21 218.50 +21.99%, [-1.81%] +25.35%, [40.74%] “
Limited)
3 Supriya Lifescience 7,000.00 274.00 28-Dec-21 425.00 +78.61%, [-0.07%] +72.12%, [-0.92%] =
Limited)
4 |Medplus Health Services 13,982.95 796.00 23-Dec-21 1,015.00 +53.22%, [+3.00%] +23.06%, [41.18%] “
Limited*\)
5 Metro Brands Limited) 13,675.05 500.00 22-Dec-21 436.00 +21.77%, [+4.45%] +14.57%, [+0.64%] =
6 C.E. Info Systems 10,396.06 1,033.00 21-Dec-21 1,581.00 +70.21%, [+6.71%] +48.48%, [+2.74%] -
Limited)

 

490

 

 
 

 

 

 

 

Opening | _+/-% change in closing | 4/- % change in closing | _4/- % change in closing
sr. Issue size Issue cr riceon | price, [+/-% change in | price, [+/-% change in | price, [+/- % change in
No. ic ere millions) | price | Listing date listing date closing benchmark} 30th dasins benchmark} 90th desing benchmarkl” 180th

(in)_| calendar days from listing | calendar days from listing | calendar days from listing

7 |Shriram Properties 6,000.00 118.00 20-Dec-21 90.00 ~12.42%, [+9.02%] ~33,39%, [+4,05%] =

LimitedS?)
8 [Tega Industries Limited® 6,192.27, 453.00 13-Dec-21 760.00 +30.70%, [+3.96%] +1.02%, [-4.25%] -
5 Star Health and Allied 60,186.84 900.00 10-Dec-21 845.00 -14.78%, [+1.72%] -29.79%, [-6.66%] -

Insurance Company

Limited)
10 {Latent View Analytics 6,000.00 197.00 23-Nov-21 530.00 +153.58%, [-2.96%] +142.08%, [-1.42%] -

Limited@

 

 

 

 

 

 

 

 

 

 

Source: www.nseindia,com and www.bseindia.com

BSE as Designated Stock Exchange

NSE as Designated Stock Exchange

* Offer Price was % 718.00 per equity share to Eligible Employees
* Offer Price was? 107.00 per equity share to Eligible Employees
Offer Price was ® 820,00 per equity share to Eligible Employees
Offer Price was? 178.00 per equity share to Eligible Employees

Notes:

a. Issue Size derived from Prospectus/final post issue reports, as available.

b. The CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index as per the Designated Stock Exchange disclosed by the respective Issuer at the time of the issue, as applicable .
c. Price on NSE or BSE is considered for all of the above calculations as per the Designated Stock Exchange disclosed by the respective Issuer at the time of the issue, as applicable.

dd. Incase 30th/90th/180th day is not a trading day, closing price of the previous trading day has been considered.

e. Since 30 calendar days, 90 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.

25 Summary statement of price information of past issues (during current financial year and two financial years preceding the current financial year) handled
by Axis Capital Limited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nos. of IPOs trading at discount] Nos. of IPOs trading at___ Nos. of IPOs trading at discount] Nos. of IPOs trading at
Toul eed Gand on as on 30th calendar days [premium on as on 30th calendar] as on 180th calendar days from | premium as on 180th calendar
Financial as. x oad, from listing date days from listing date listing date days from listing date
Year . Rapes Less Less Less Less
IPOs | (in Millions) Between Between Between Between
lover 50%| power | than Over 50% |n5. than |Over 50%|,c5,"cos,| than [Over 50%|,24 "000 | than
25%-50%| 5207 25%-50%| 920) 25%-50%| 5207 25%-50%) 4297
2021-2022* 25 6,09,514.77 - 2 6 6 a 6 1 1 i 4 Z Z
2020-2021 di 93,028.90 - - 6 2 1 2. - 1 i 4 3 2
2019-2020 5 161,776.03 - 1 2 - 2 1 1 - - - ee

 

 

 

* The information is as on the date of the document

The information for each of the financial years is based on issues listed during such financial year.

Note: Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.

491

 
Website for track record -

 

 

 

 

 

 

 

 

 

 

 

 

Axis hittp://www.axiscapital.co.in
Cc. ICICI Securities Limited
1. Price information of past issues handled by ICICI Securities Limited (during the current Fiscal and two Fiscals preceding the current financial year):
TABLE 1
Opening | +/-% change in closing | +/- % change in closing | */, change in closing
. - , . : price, [+/- % change in
Sr. tau Namie Issue Size | Issue Price | | iting pate | Priceon price, [+/- % change in price, [+/- % change in lags Benoa
No. (Rs. Mn.) (Rs.) 8 Listing closing benchmark]- 30" | closing benchmark]- 90" pag Denctau
A at 180" calendar days
Date calendar days from listing | calendar days from listing a
from listing
1_| Latent View Analytics Limited" 6,000.00 197.00 23-NOV-21 530.00 +153.58%,[-2.96%] +142.08%,[-1.42%] NA*
2 | Tarsons Products Limited” 10,234.74 662.008 26-NOV-21 700.00 -4.16%,[+0.03%] ~4,46%,[+0.22%] NA*
3__| Go Fashion (India) Limited™ 10,136.09 690.00 30-NOV-21 1,310.00 +59.75%[+1.36%] +32.91%,[-1.91%] NA*
4 | Star Health and Allied Insurance | 69 186.84 | 900.000 | 10-dEc-21 | 845.00 -14.78%,[+1.72%] -29.79%,|-6.66%] NA*
Company Limited
5 _| Shriram Properties Limited” 6,000.00 118,00 20-DEC-21 90.00 -12.42%,[+9.02%] -33.39%,[+4.05%] NA*
6 Metro Brands Limited" 13,675.05 500.00 22-DEC-21 436.00 +21.77%,[+4.45%] +14.57%,[+0.64%] NA*
7__| Supriya Lifescience Limited” 7,000.00 274.00 425.00 +78.61%,[-0.07%] +72.12%,[-0.92%] NA*
8 AGS Transact Technologies Limited’ 6,800.00 175.00 176.00 -42.97%,|-3.05%] NA* NA*
9 Adani Wilmar Limited’ 36,000.00 230.00°) 227.00 +48.00%,[-5.34%] NA* NA*
10_| Vedant Fashions Limited 31,491.95 866.00 16-FEB-22 935.00. +3.99%,[-0.20%] NA* NA*

 

 

 

 

 

 

 

 

 

 

 

*Data not available.
"BSE as designated stock exchange
“NSE as designated stock exchange

@
2
(3)
(4)
(5)

Discount of Rs.
Discount of Rs.
Discount of Rs.
Discount of Rs.
Discount of Rs.

TABLE 2: SUMMARY STATEMENT OF DISCLOSURE

. 19 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 197.00 per equity share.
. 61 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 662.00 per equity share.
. 80 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 900.00 per equity share.
. 11 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 118.00 per equity share.
. 21 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 230.00 per equity share.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ee tof | No.of IPOs trading at discount- | No. of IPOs trading at premium - | No. of IPOs trading at discount- | No. of IPOs trading at premium -
Financial o a 30" calendar days from listing 30" calendar days from listing 180" calendar days from listing 180" calendar days from listing
no.of | — funds raised
Year eos (Rs. Mn) Over | Between ] Lessthan | Over | Between | Lessthan | Over | Between | Lessthan | Over | Between | Less than
cae 50% | 25-50% 25% 50% | 25-50% 25% 50% | 25-50% 25% 50% 25-50% 25%
202 26 7,43,520.19 - a 6 6 4 7 - 3 a 1 2
2020-21 14 1,74,546.09, - - a 5 - 2 - 3 5 a 2

 

 

492

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total | Total amount of | N®.of1POs trading at discount- ] No. of IPOs trading at premium - | No. of IPOs trading at discount- No. of IPOs trading at premium -
Financial | oor | funds raised 30 calendar days from listing 30" calendar days from listing 180" calendar days from listing 180" calendar days from listing
Year ae (Re. Mn) Over | Between | Lessthan | Over | Between | Lessthan | Over | Between | Lessthan | Over | Between | Less than
on 50% | 25-50% 25% 50% | 25-50% 25% 50% | 25-50% 25% 50% 25-50% 25%
2019-20 4 49,850.66 - - 2 - 1 1 = - 2 - 1
* This data covers issues up to YTD
Notes:
1.

  

Data is sourced either from www.nseindia.com or www.bseindia.com, as per the designated stock exchange disclosed by the respective Issuer Company.

 

closing data of the previous trading day

493

Similarly, benchmark index considered is “NIFTY 50” where NSE is the designated stock exchange and “S&P BSE SENSEX” where BSE is the designated stock exchange, as disclosed by the respective Issuer

, 180" calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30", 90", 180" calendar day is a holiday, in which case we have considered the

 
Track record of past issues handled by the Book Running Lead Managers

For details regarding the track record of the Book Running Lead Managers, as specified in circular (reference
CIR/MIRSD/1/2012) dated January 10, 2012, issued by SEBI, please see the websites of the Book Running Lead
Managers, as set forth in the table below:

 

 

 

 

 

 

 

 

S.No. Name of the Book Running Lead Manager Website
L SBI Capital Markets Limited www.sbicaps.com

2 Axis Capital Limited www.axiscapital.co.in

3. ICICI Securities Limited www icicisecurities.com

 

Stock Market Data of Equity Shares
For details see “Stock Market Data for Equity Shares of our Company” on page 463.
Mechanism for Redressal of Investor Grievances in the Issue

The agreement between the Registrar to the Issue, our Company provides for retention of records with the
Registrar to the Issue for a period of at least eight years from the last date of dispatch of the letters of allotment
and demat credit to enable the investors to approach the Registrar to the Issue for redressal of their grievances.

In terms of SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018, SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and subject to applicable law, 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. Further, the investors shall
be compensated by the SCSBs in accordance with SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M
dated March 16, 2021 in the events of delayed unblock for cancelled/withdrawn/deleted applications, blocking of
multiple amounts for the same UPI application, blocking of more amount than the application amount, delayed
unblocking of amounts for non-allotted/partially-allotted applications, for the stipulated period. In an event there
is a delay in redressal of the investor grievance in relation to unblocking of amounts, the Book Running Lead
Managers shall compensate the investors at the rate higher of = 100 or 15% per annum of the application amount
for the period of such delay.

Bidders can 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, non-credit
of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt
of funds by electronic mode, etc. For all Issue related queries and for redressal of complaints, Bidders may
also write to the BRLMs or the Registrar to the Issue, in the manner provided below.

All Issue related grievances, other than by Anchor Investors, may be addressed to the Registrar to the Issue, with
a copy to the relevant Designated Intermediary, with whom the ASBA Form was submitted, quoting the full name
of the sole or first Bidder, ASBA Form number, Bidders’ DP ID, Client ID, UPI ID, PAN, address of the Bidder,
number of Equity Shares applied for, date of ASBA Form, name and address of the relevant Designated
Intermediary, where the Bid was submitted and ASBA Account number (for Bidders other than RIBs using the
UPI Mechanism) in which the amount equivalent to the Bid Amount was blocked or the UPI ID in case of RIBs
using the UPI Mechanism. Further, the Bidder shall enclose the Acknowledgement Slip or provide the
acknowledgement number received from the Designated Intermediaries in addition to the documents/information
mentioned hereinabove. The Registrar to the Issue shall obtain the required information from the SCSBs for
addressing any clarifications or grievances of ASBA Bidders.

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/Issue Closing Date, the Bidder shall be compensated
at a uniform rate of 2 100 per day for the entire duration of delay exceeding four Working Days from the Bid/Issue
Closing Date by the intermediary responsible for causing such delay in unblocking. The BRLMs shall, in their
sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in
unblocking. Our Company, the BRLMs and the Registrar to the Issue accept no responsibility for errors,
omissions, commission or any acts of SCSBs including any defaults in complying with its obligations under

494
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.

Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the
complaint from the investor, for each day delayed, the post-Issue BRLM shall be liable to compensate the investor
= 100 per day or 15% per annum of the Bid Amount, whichever is higher. The compensation shall be payable for
the period ranging from the day on which the investor grievance is received till the date of actual unblock.

All grievances of the Anchor Investors may be addressed to the Registrar to the Issue, giving full details such as
the name of the sole or first Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, date of
the Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for, name and address
of the relevant Designated Intermediary, unique transaction reference number, the name of the relevant bank, Bid
Amount paid on submission of the Bid cum Application Form and the name and address of the BRLM where the
Bid cum Application Form was submitted by the Anchor Investor.

All grievances relating to Bids submitted with Registered Brokers, may be addressed to the Stock Exchanges,
with a copy to the Registrar to the Issue. Further, Bidders shall also enclose a copy of the Acknowledgment Slip
received from the Designated Intermediaries in addition to the information mentioned hereinabove.

Disposal of Investor Grievances by our Company

We comply with the SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 in relation to redressal of
investor grievances through SCORES.

Our Company has also constituted a Stakeholders Relationship Committee to review and redress the shareholders
and investor grievances such as transfer of shares or debentures, including non-receipt of share or debenture
certificates and review of cases for refusal of transfer / transmission of shares and debentures, non-receipt of
annual report or balance sheet, non-receipt of declared dividends, issue of new/duplicate certificates, general
meetings etc. and assisting with quarterly reporting of such complaints. For details of our Stakeholders
Relationship Committee, please see “Our Management” beginning on page 272.

Our Company has also appointed Ramji Lal Gupta, Company Secretary of our Company, as the Compliance
Officer for the Issue. For details, see “General Information — Company Secretary and Compliance Officer”
beginning on page 83.

Our Company has received 308 investor complaints during the three calendar years preceding the date of the Red
Herring Prospectus and has disposed off 308 investor complaints. As on the filing of the Red Herring Prospectus,
no investor complaints are pending.

Our Company estimates that the average time required by our Company or the Registrar to the Issue or the relevant
Designated Intermediary, for the redressal of routine investor grievances shall be 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.

495
SECTION VII —- ISSUE INFORMATION
TERMS OF THE ISSUE

The Equity Shares offered and transferred pursuant to this Issue are subject to the provisions of the Companies
Act, the SCRA, SCRR, SEBI ICDR Regulations, the SEBI Listing Regulations, our Memorandum of Association
and Articles of Association, the terms of the Red Herring Prospectus, this Prospectus, the abridged prospectus,
Bid cum Application Form, the ASBA Form, the Revision Form, CAN, the Allotment Advice, and other terms
and conditions as may be incorporated in the Allotment Advice and other documents or certificates that may be
executed in respect of this Issue. The Equity Shares offered through this Issue shall also be subject to all applicable
laws, 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 Gol, the Stock Exchanges, the RoC, the RBI and/or other
authorities, as in force and to the extent applicable or such other conditions as maybe prescribed by such
governmental, statutory and/or regulatory authority while granting approval for the Issue.

The Issue
The Issue is by way of a fresh issue of Equity Shares by our Company.
Issue expenses

The expenses of the Issue include, among others, underwriting and management fees, selling commissions,
printing and distribution expenses, legal expenses, statutory advertisement, expenses, registrar and depository fees
and listing fees. The Issue related expenses shall be borne by our Company. For details, see “Objects of the Issue”
beginning on page 105.

Ranking of the Equity Shares

The Equity Shares Allotted in this Issue shall be subject to the provisions of the Companies Act, Memorandum
of Association, Articles of Association, the SEBI Listing Regulations, and shall rank pari passu in all respects
with the existing Equity Shares including rights in respect of dividend and other corporate benefits if any, declared
by our Company after the date of Allotment. For further details, see“Main Provisions of the Articles of
Association” on page 526.

Mode of Payment of Dividend

Our Company shall pay dividends, if declared, to the Shareholders of our Company as per the provisions of the
Companies Act, 2013, our Memorandum of Association, Articles of Association, the SEBI Listing Regulations
and other applicable law. All dividends, if any, declared by our Company after the date of Allotment (pursuant to
the Allotment of Equity Shares in the Issue), will be payable to the Bidders who have been Allotted the Equity
Shares, for the entire year, in accordance with applicable law. For further details in relation to dividends, see
“Dividend Policy” and “Main Provisions of the Articles of Association” on pages 319 and 526, respectively.

Face Value, Issue Price and Price Band

The face value of each Equity Share is = 2 each. The Floor Price of the Equity Shares is 615.00 per Equity Share
and the Cap Price is ¥ 650.00 per Equity Share. The Anchor Investor Issue Price is 650.00 per Equity Share. The
Price Band, minimum Bid lot size, as applicable were decided by our Company, in consultation with the BRLMs,
and advertised in all newspapers wherein the pre-Issue Advertisement will be published, at least one Working
Day prior to the Bid/ Issue Opening Date and made available to the Stock Exchanges for the purpose of uploading
on their website. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the
Cap Price, were pre-filled in the ASBA Forms available at the websites of the Stock Exchanges. The Issue Price
has been determined by our Company, in consultation with the BRLMs, after the Bid/ Issue Closing Date, on the
basis of assessment of market demand for the Equity Shares by way of Book Building Process.

Additionally, Bidders may be guided in the meantime by the secondary market prices.

At any given point of time there shall be only one denomination for the Equity Shares.

496
Compliance with disclosure and accounting norms

Our Company shall comply with all applicable disclosure and accounting norms as specified by SEBI from time
to time.

Rights of the Equity Shareholders

Subject to applicable laws, rules, regulations and guidelines and the provisions of our Articles of Association, the
equity shareholders of our Company shall have the following rights:

The right to receive dividends, if declared;

The right to attend general meetings and exercise voting powers, unless prohibited by law;

The right to vote on a poll either in person or by proxy or “e-voting”;

The right to receive offers for rights shares and be allotted bonus shares, if announced;

The right to receive any surplus on liquidation subject to any statutory and other preferential claims being

satisfied;

e The right to freely transfer their Equity Shares, subject to foreign exchange regulations and other applicable
laws; and

e Such other rights, as may be available to a shareholder of a listed public company under applicable law,

including the CompaniesAct, 2013, the terms of the SEBI Listing Regulations, and our Memorandum of

Association and Articles of Association.

For a detailed description of the main provisions of our Articles of Association relating to voting rights, dividend,
forfeiture and lien, transfer and transmission, and/ or consolidation/ splitting, see “Main Provisions of the Articles
of Association” on page 526

Period of operation of subscription list

See “Terms of the Issue — Bid / Issue Programme” on page 498.

Market Lot and Trading Lot

As per SEBI ICDR Regulations, the trading of our Equity Shares on the Stock Exchanges shall only be in
dematerialised form, consequent to which, the tradable lot is one Equity Share. In terms of Section 29 of the
Companies Act, 2013, Allotment in the Issue will be only in electronic form in multiples of 21 Equity Shares,
subject to a minimum Allotment of 21 Equity Shares.

Joint Holders

Subject to provisions contained in our Articles, where two or more persons are registered as the holders of any
Equity Share, they shallbe deemed to hold such Equity Shares as joint tenants with benefits of survivorship.

Jurisdiction
The courts of Mumbai, India will have exclusive jurisdiction in relation to this Issue.

Bid / Issue Programme

 

 

 

 

 

ANCHOR INVESTOR BIDDING DATE WEDNESDAY, MARCH 23, 2022
BID / ISSUE OPENED ON* THURSDAY, MARCH 24, 2022
BID / ISSUE CLOSED ON MONDAY, MARCH 28, 2022**

 

 

*, Anchor Investors had Bid on the Anchor Investor Bidding Date.

** UPI mandate end time and date was at 12.00 pm on Thursday, March 31, 2022.

Note: Pursuant to the letter received from SEBI bearing reference number SEBI/HO/CFD/DIL2/P/OW/2022/12862/1 dated March 28, 2022,
all Bidders (except Anchor Investors) were given an option to withdraw their Bids. The window for withdrawal of Bids was available from
Monday, March 28, 2022 to Wednesday, March 30, 2022.

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

 

Event Indicative Date

 

 

 

Finalisation of Basis of Allotment with the Designated Stock Exchange On or about Tuesday, April 5, 2022

 

 

497
 

Event Indicative Date

 

Initiation of refunds (if any, for Anchor Investors) / unblocking of funds from|On or about Wednesday, April 6, 2022
ASBA Account*

 

Credit of the Equity Shares to depository accounts of Allottees On or about Thursday, April 7, 2022

 

 

 

Commencement of trading of the Equity Shares on the Stock Exchanges On or about Friday, April 8, 2022

 

 

* 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/Issue Closing Date, the Bidder shall be compensated at a uniform rate of 2100 per day for the entire duration
of delay exceeding four Working Days from the Bid/ Issue Closing Date by the intermediary responsible for causing such delay in unblocking.
The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking.
For the avoidance of doubt, the provisions of the SEBI circular no, SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as
amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 shall be deemed to be incorporated in the
deemed agreement of the Company with the SCSBs to the extent applicable.

Note: Pursuant to the letter received from SEBI bearing reference number SEBI/HO/CFD/DIL2/P/OW/2022/12862/1 dated March 28, 2022,
all Bidders (except Anchor Investors) were given an option to withdraw their Bids. The window for withdrawal of Bids was available from
Monday, March 28, 2022 to Wednesday, March 30, 2022.

The above timetable is indicative and does not constitute any obligation on our Company or the BRLMs.

While 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 six
Working Days of the Bid / Issue Closing Date or such period as may be prescribed, the timetable may
change due to various factors, such as extension of the Bid / Issue Period by our Company, revision of the
Price Band or any delays 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.

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 / Issue Closing Date, the Bidder shall be
compensated at a uniform rate of = 100 per day for the entire duration of delay exceeding four Working Days
from the Bid / Issue Closing Date by the intermediary responsible for causing such delay in unblocking. The Book
Running Lead Managers shall, in their sole discretion, identify and fix the liability on such intermediary or entity
responsible for such delay in unblocking.

Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the
complaint from the investor, for each day delayed, the post-Issue BRLM shall be liable to compensate the investor
= 100 per day or 15% per annum of the Bid Amount, whichever is higher. The compensation shall be payable for
the period ranging from the day on which the investor grievance is received till the date of actual unblock.

Except in relation to the Bids received from the Anchor Investors, Bids and any revision in Bids were accepted
only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time (“IST”) during the Bid / Issue Period (except on
the Bid / Issue Closing Date) at the Bidding Centres as mentioned on the Bid cum Application Form except that:

@ on the QIB Bid / Issue Closing Date, in case of Bids by QIBs under the Net QIB Portion, the Bids and the
revisions in Bids were accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time) and
uploaded until 4.00 p.m. (IST);

(ii) on the Bid / Issue Closing Date:

(a) in case of Bids by Non-Institutional Bidders, the Bids and the revisions in Bids were accepted only
between 10.00 a.m. and 3.00 p.m. (IST) and uploaded until 4.00 p.m. (IST); and

(b) in case of Bids by Retail Individual Bidders, the Bids and the revisions in Bids were accepted only
between 10.00 a.m. and 3.00 p.m. (IST) and uploaded until 5.00 p.m. (IST), which may be extended
up to such time as deemed fit by the Stock Exchanges after taking into account the total number of
applications received up to the closure of timings and reported by the BRLMs to the Stock Exchanges.

For the avoidance of doubt, it is clarified that Bids not uploaded on the electronic bidding system or in
respect of which full Bid Amount is not blocked by SCSBs will be rejected.

The Registrar to the Issue shall submit the details of cancelled/withdrawn/deleted applications to the SCSB’s on
daily basis within 60 minutes of the Bid closure time from the Bid/ Issue Opening Date till the Bid/ Issue Closing
Date by obtaining the same from the Stock Exchanges. The SCSB’s shall unblock such applications by the closing
hours of the Working Day.

498
Due to limitation of the time available for uploading the Bids on the Bid/ Issue Closing Date, the Bidders were
advised to submit their Bids one day prior to the Bid/ Issue Closing Date and, in any case, no later than 1.00 p.m.
(Indian Standard Time) on the Bid/ Issue Closing Date. Bidders are cautioned that, in the event a large number of
Bids are received on the Bid/ Issue Closing Date, as is typically experienced in public offerings in India, it may
lead to some Bids not being uploaded due to lack of sufficient time to upload. Such Bids that cannot be uploaded
on the electronic bidding system will not be considered for allocation under this Issue. Bids will only be accepted
on Working Days. Investors may please note that as per letter no. List/smd/sm/2006 dated July 3, 2006 and letter
no. NSE/IPO/25101-6 dated July 6, 2006 issued by BSE and NSE respectively, Bids and any revision in Bids
were not accepted on Saturdays and publicholidays as declared by the Stock Exchanges. Bids by Bidders were
uploaded by the SCSBs in the electronic system to be provided by the Stock Exchanges. Neither our Company,
nor any member of the Syndicate is liable for any failure in uploading or downloading the Bids due to faults in
any software / hardware system or otherwise. Neither our Company, nor any member of the Syndicate is liable
for any failure in: (i) uploading or downloading the Bids due to faults in any software / hardware system or
otherwise, and (ii) e, and (ii) the blocking of the Bid Amount in the ASBA Account of Bidders on receipt of
instructions from the Sponsor Banks on account of any errors, omissions or non-compliance by various parties
involved in, or any other fault, malfunctioning or breakdown in, or otherwise, in the UPI Mechanism. Any time
mentioned in this Prospectus is Indian Standard Time.

In case of any revision in the Price Band, the Bid/ Issue Period shall be extended for at least three additional
Working Days aftersuch revision of the Price Band, subject to the total Bid/ Issue Period not exceeding 10
Working Days. Further, in cases of force majeure, banking strike or similar circumstances, our Company,
in consultation with the BRLMs, for reasons to be recorded in writing, may extend the Bid / Issue Period
for a minimum of three Working Days, subject to the Bid / Offer Period not exceeding 10 Working Days.
Any revision in the PriceBand, 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
websites of the BRLMs and at the terminals of the Syndicate Members and by intimation to the Designated
Intermediaries.

In case of discrepancy in the data entered in the electronic book vis-d-vis the data contained in the physical or
electronic ASBA Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges
may be taken as the final data for the purpose of Allotment.

Nomination facility to Bidders

In accordance with Section 72 of the Companies Act, 2013 read with the Companies (Share Capital and
Debenture) Rules, 2014, as amended, the First or sole Bidder, along with other joint Bidders, may nominate any
one person in whom, in the event of the death of the sole Bidder or in case of joint Bidders, the death of all the
Bidders, as the case may be, the Equity Shares Allotted, if any, shall vestto the exclusion of all other persons,
unless the nomination is varied or cancelled in the prescribed manner. A person, being a nominee, entitled to the
Equity Shares by reason of death of the original holder(s), shall be entitled to the same advantages to which such
person would be entitled if such person 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 the 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. A fresh nomination can be made only on the prescribed form, which is available on request at
our Registered Office or with the registrar and transfer agents of our Company.

Any person who becomes a nominee by virtue of Section 72 of the Companies Act, 2013 as mentioned above, shall,
upon the production of such evidence as may be required by our Board, elect either:

. to register himself or herself as the holder of the Equity Shares; or
. to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or
herself or to transferthe Equity Shares, and if the notice is not complied with within a period of 90 days, our Board
may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Equity Shares,
until the requirements of the notice have been complied with.

499
Since the Allotment will be made only in dematerialised form, there shall be no requirement for a separate
nomination with our Company. Nominations registered with the respective Depository Participant of the applicant
will prevail. If investors wish to change their nomination, they are requested to inform their respective Depository
Participant.

Minimum Subscription

If our Company does not receive the minimum subscription of 90% of the Issue on the date of closure of the Issue;
or if the subscription level falls below 90% after the closure of 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 so offered under the offer document, our Company shall forthwith refund the entire subscription
amount received. If there is a delay beyond four days after our Company becomes liable to pay the amount, our
Company and every Director who are officers in default, shall pay interest at the rate of 15% per annum.

Under-subscription, if any, in any category except the QIB portion, would be met with spill-over from the other
categories at the discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange.

Further, our Company and 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 145(1) of the SEBI ICDR Regulations failing
which the entire application money shall be unblocked in the respective ASBA Accounts of the Bidders. In case
of delay, if any, in unblocking the ASBA Accounts within such timeline as prescribed under applicable laws, our
Company shall be liable to pay interest on the application money in accordance with applicable laws.

Allotment of Equity Shares in dematerialised form

Pursuant to Section 29 of the Companies Act, 2013 and the SEBI ICDR Regulations, the Equity Shares shall be
Allotted only in dematerialised form. Hence, the EquityShares offered through this Prospectus can be applied for
in the dematerialised form only, (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
our Company, the respective Depositories and the Registrar to the Issue.

e Agreement dated June 30, 2003, anong NSDL, our Company and the Registrar to the Company.
e¢ Agreement dated May 15, 2003, among CDSL, our Company and the Registrar to the Company.

Further, as per the SEBI ICDR regulations, the trading of the Equity Shares shall takes place on the dematerialised
segment of the Stock Exchanges.

Arrangements for disposal of odd lots

Since our Equity Shares will be traded in dematerialised form only and the market lot for our Equity Shares will
be one Equity Share, no arrangements for disposal of odd lots are required.

Restriction, if any, on transfer and transmission of Equity Shares

Except for the lock-in of the pre-Issue Equity Share capital of our Company, Promoter’s Contribution and Equity
Shares allotted to Anchor Investors pursuant to the Issue, as detailed in “Capital Structure” beginning on page 91
and except as provided in our Articles, there are no restrictions on transfers and transmission of Equity Shares or
on their consolidation or splitting. See, “Main Provisions of the Articles of Association” at page 526.

Withdrawal of the Issue

Our Company, in consultation with the BRLMs, reserve the right not to proceed with the entire or portion of the
Issue for any reason at any time after the Bid/Issue Opening Date but before the Allotment. In such an event, our
Company would issue a public notice in the same newspapers, in which the pre-Issue advertisements were
published, within two days of the Bid/Issue Closing Date, providing reasons for not proceeding with the Issue.
Further, the Stock Exchanges shall be informed promptly in this regard by our Company and the BRLMs, through
the Registrar to the Issue, shall notify the SCSBs and the Sponsor Banks, as applicable, to unblock the bank
accounts of the ASBA Bidders within one Working Day from the date of receipt of such notification. In the event

500
of withdrawal of the Issue and subsequently, plans of a fresh offer by our Company, a fresh Draft Red Herring
Prospectus will be submitted again to SEBI, subject to the provisions of the SEBI ICDR Regulations.

Notwithstanding the foregoing, this Issue is also subject to obtaining the final RoC approval of this Prospectus

after it is filed with the RoC and the final listing and trading approvals of the Stock Exchanges, which our
Company shall apply for after Allotment and within six Working Days or such other period as may be prescribed.

501
ISSUE STRUCTURE

Further public offering of up to 6,61,53,846 Equity Shares, at an Issue Price of = 650.00 per Equity Share for cash,
including a premium of % 648.00 per Equity Share, aggregating up to 2 4,30,000 lakhs by our Company. The
Issue includes a reservation of up to 10,000 Equity Shares aggregating to = 65.00 lakhs for subscription by Eligible
Employees. The Offer less the Employee Reservation Portion is the Net Issue.

The Issue and the Net Issue will constitute 18.27% and 18.27% of the post-Issue paid-up Equity Share capital of

our Company.

 

 

allocation

less allocation to QIB
Bidders and Retail
Individual Bidders

van Eligible
, Non-Institutional = Taaivi 4
Particulars QIBs“) Ridder Retail Individual Bidders Employees
Number of Equity [Not — more than | Not less than 99,21,577 | Not less than 2,31,50,347 | Up to 10,000 Equity
Shares available | 3,30,71,922 — Equity | Equity Shares available | Equity Shares available for | Shares
for Allotment/ | Shares for allocation or offer | allocation or offer less

allocation to QIB Bidders
and Non-Institutional
Bidders

 

Percentage of
Issue Size

Not more than 50% of
the Net Issue size shall

Not less than 15% of the
Net Issue, or the Issue

Not less than 35% of the
Net Issue, or the Issue less

The Employee
Reservation Portion

 

 

 

shall be available
for allocation on a
proportionate
basis to Mutual
Funds only; and
1,25,67,330
Equity Shares
shall be Allotted
on a proportionate
basis to all QIBs,
including Mutual
Funds receiving
allocation as per
(a) above

0

Up to 1,98,43,153
Equity Shares may be
allocated on a

 

 

available for | be allocated to QIB | less allocation to QIB | allocation to QIB Bidders | shall constitute a
Allotment/ Bidders. However, up | Bidders and Retail | and Non-Institutional | negligible portion of
allocation to 5% of the QIB | Individual Bidders. Bidders the post-Issue paid-

Portion (excluding the up Equity Share

Anchor Investor capital of our

Portion) will be Company

available for allocation

proportionately to

Mutual Funds only.

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

portion will be

available to QIBs.
Basis of | Proportionate as | Proportionate Proportionate, subject to | Proportionate;
Allotment/ follows (excluding the the minimum bid lot. The | unless the
allocation if | Anchor Investor allotment to each Retail | Employee
respective Portion): Individual Bidder shall not | Reservation Portion
category is |(a) Up to 6,61,439 be less than the minimum |is undersubscribed,
oversubscribed Equity Shares Bid Lot, subject to | the value of

availability of Equity
Shares in the Retail Portion
and the remaining available
Equity Shares if any, shall

be alloted = on a
proportionate basis. For
details see, “Issue

Procedure” beginning on
page 505.

 

allocation to an
Eligible Employee
shall not exceed
%2,00,000. In the
event of
undersubscription
in the Employee
Reservation
Portion,
unsubscribed
portion may be
allocated, on a
proportionate basis,
to Eligible
Employees for a
value exceeding
%2,00,000 subject to
total Allotment to
an

the

 

 

502
 

Particulars

QBs

Non-Institutional
Bidders

Retail Individual Bidders

Eligible
Employees

 

discretionary basis to
Anchor Investors

Eligible Employee
not exceeding &
5,00,000 up to 2
5,00,000 each

 

Minimum Bid

Such number of.
Equity Shares that the
Bid Amount exceeds
22,00,000 and in
multiples of 21 Equity
Shares thereafter

Such number of Equity

Shares that the Bid
Amount exceeds
22,00,000 and in

multiples of 21 Equity
Shares thereafter

21 Equity Shares and in
multiples of 21 Equity
Shares thereafter

21 Equity Shares
and in multiples
of 21 Equity
Shares thereafter

 

Maximum Bid

Such number of
Equity Shares in
multiples of 21 Equity
Shares not exceeding
the size of the Issue,
subject to applicable
limits

 

Such number of Equity|
Shares in multiples of 21
[Equity Shares not
lexceeding the size of the
lissue, (excluding QIB}
Portion), subject —_ to}
lapplicable limits

 

Such number of Equity
Shares in multiples of 21
Equity Shares so that the
Bid Amount does not
exceed 22,00,000

 

Such number of
Equity Shares and
in multiples of 21
Equity Shares so
that the maximum
Bid Amount by
each Eligible
Employee in this
portion does not
exceed %5,00,000

 

 

Bid Lot 21 Equity Shares and in multiples of 21 Equity Shares thereafter
Mode of | Compulsorily in dematerialised form
Allotment

 

Allotment Lot

A minimum of 21 Equit

y Shares and thereafter in multiples of one Equity Share

 

Trading Lot

One Equity Share

 

 

Who can apply

 

Public financial
institutions as
specified in Section
2(72) of the
Companies Act,
scheduled commercial
banks, multilateral and
bilateral development
financial institutions,
Mutual Funds,
Eligible FPIs, VCFs,
AIFs, FVCIs, state
industrial
development
corporation, insurance
company registered
with IRDAI, provident
funds (subject to
applicable law) with
minimum corpus of
22,500 lakhs, pension
funds with minimum
corpus of  %2,500
lakhs, National
Investment Fund set
up by the Government
of India, the insurance
funds set up and
managed by army,
navy or air force of the
Union of __ India,
insurance funds set up
and managed by the
Department of Posts,
India and Systemically

Important Non-
Banking Financial
Companies

 

Resident Indian
individuals, Eligible
NRIs, HUFs (in the
name of the karta),
companies, corporate
bodies, scientific

institutions societies and
trusts, corporate bodies
and family offices which
are recategorized as
Category Il FPIs and
registered with SEBI

 

Resident Indian
individuals, Eligible NRIs
and HUFs (in the name of
the karta)

 

Eligible
Employees such
that the Bid
Amount does not
exceed 25,00,000

 

503

 
 

arma Eligible
Non-Institutional | petail Individual Bidders | Employees

i wo
Particulars QIBs ages

 

Terms of Payment | In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the time

of submission of their Bids“
In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank account of
the ASBA Bidder, or by the Sponsor Banks through the UPI Mechanism (only for Retail Individual
Bidders), that is specified in the ASBA Form at the time of submission of the ASBA Form.

 

 

Mode of Bidding | Only through _ the | Only through the ASBA | Only through the ASBA | Only through the

ASBA process (except | process process ASBA process
for Anchor Investors)

 

 

 

 

 

 

a

2

@

a)

o

Note: Subject to finalisation of Basis of Allotment.

Our Company in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a
discretionary basis in accordance with the SEBI ICDR Regulations. 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
Anchor Investor Allocation Price. In the event of under-subscription or non-Allotment in the Anchor Investor Portion, the
balance Equity Shares in the Anchor Investor Portion shall be added to the Net QIB Portion. For further details
“Issue Procedure” beginning on page 505.

 

 

 

 

see

Subject to valid Bids being received at or above the Issue Price. The Issue is being made through the Book Building
Process in accordance with the SEBI ICDR Regulations wherein not more than 50% of the Net 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 15% of the Issue shall be available for allocation on a proportionate basis to Non-
Institutional Bidders and not less than 35% 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.

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 BRLMs 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. Eligible Employees Bidding in the Employee Reservation portion
can Bid up to a Bid Amount of 5,00,000. However, a Bid by an Eligible Employee in the Employee Reservation Portion
will be considered for allocation, in the first instance, for a Bid Amount of up to %2,00,000. In the event of
undersubscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and
Allotment, proportionately to all Eligible Employees who have Bid in excess of 22,00,000 subject to the maximum value
of Allotment made to such Eligible Employee not exceeding %5,00,000. Further, an Eligible Employee Bidding in the
Employee Reservation Portion can also Bid in the Net Issue and such Bids will not be treated as multiple Bids subject to
applicable limits. The unsubscribed portion if any, in the Employee Reservation Portion shall be added back to the Net
Issue. In case of under-subscription in the Net Issue, spill-over to the extent of such under-subscription shall be permitted
from the Employee Reservation Portion. For further details, please see “Terms of the Issue” on page 496.

In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is also
held in the same joint names and the names are in the same sequence in which they appear in the Bid cum Application
Form. 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. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all
categories.

Anchor Investors shall pay the entire Bid Amount at the time of submission of the Anchor Investor Bid, provided that any
positive difference between the Anchor Investor Allocation Price and the Issue Price, shall be payable by the Anchor
Investor Pay-in Date as mentioned in the CAN.

Note: Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters, 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.

504
ISSUE PROCEDURE

All Bidders were required to 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
“General Information Document”) and the UPI Circulars, which highlight 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 is available on the websites
of the Stock Exchanges and the BRLMs. 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.

Additionally, all Bidders were required to refer to the General Information Document for information in relation
to (i) Category of investor 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) General instructions (limited to instructions for completing the Bid
Form); (vii) Submission of Bid cum Application Forms; (viii) Other Instructions (limited to joint bids in cases of
individual, multiple bids and instances when an application would be rejected on technical grounds); (ix)
designated date; (x) disposal of applications; (xi) applicable provisions of the Companies Act, 2013 relating to
punishment for fictitious applications; (xii) mode of making refunds; and (xiii) interest in case of delay in
Allotment or refund.

SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular
no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, has introduced an alternate payment mechanism
using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner.
From January 1, 2019, the UPI Mechanism for RIBs applying through Designated Intermediaries was made
effective along with the existing process and existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase I
was effective till June 30, 2019.

With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019,
read with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids
by RIBs through Designated Intermediaries (other than SCSBs), the existing process of physical movement of
forms from such Designated Intermediaries to SCSBs for blocking of funds has been discontinued and only the
UPI Mechanism for such Bids with existing timeline of T+6 days was mandated for a period of three months or
launch of five main board public issues, whichever is later (“UPI Phase II”). 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 will
be made effective using the UPI Mechanism for applications by RIBs (“UPI Phase III”), as may be prescribed
by SEBI. The Issue was 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 is effective 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, as amended, are
deemed to form part of this Prospectus. The processing fees for applications made by Retail Individual Bidders
using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such banks provide a written
confirmation on compliance with SEBI Circular No: SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021
read with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.

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/Issue Closing Date, the Bidder shall be compensated at
a uniform rate of 2100 per day for the entire duration of delay exceeding four Working Days from the Bid/ Issue
Closing Date by the intermediary responsible for causing such delay in unblocking. The BRLMs shall, in their
sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in
unblocking.

Our Company and the members of the Syndicate do not accept any responsibility for the completeness and
accuracy of the information stated in this section and the General Information Document and are not liable for
any amendment, modification or change in the applicable law which may occur after the date of this Prospectus.

  

505
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 Equity Shares
that can be held by them under applicable law or as specified in the Red Herring Prospectus and this Prospectus.
Further, our Company and the Syndicate are not liable for any adverse occurrences consequent to the
implementation of the UPI Mechanism for application in this Issue.

Book Building Procedure

The Issue was made through the Book Building Process wherein not more than 50% of the Issue was Allotted to
QIBs on a proportionate basis, provided that our Company in consultation with the BRLMs, allocated 60% of the
QIB Category to Anchor Investors, on a discretionary basis in accordance with the SEBI ICDR Regulations, of
which one-third was reserved for domestic Mutual Funds, subject to valid Bids being received from them at or
above the price at which allocation is made to Anchor Investors. 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 QIBs (other than Anchor Investors), including Mutual Funds, subject
to valid Bids being received at or above the Issue Price. Further, not less than 15% of the Issue was available for
allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% 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. Furthermore, up to 10,000 Equity Shares, aggregating up to = 65 lakhs
‘was made available for allocation on a proportionate basis only to Eligible Employees Bidding in the Employee
Reservation Portion, subject to valid Bids being received at or above the Issue Price..

The Issue may include a reservation of up to 10,000 Equity Shares, for subscription by Eligible Employees not
exceeding 5% of our post- Issue paid-up Equity Share capital. Eligible Employees applying in the Employee
Reservation Portion can apply at the Cut-Off Price and the Bid amount shall be Cap Price multiplied by the number
of Equity Shares Bid for by such Eligible Employee and mentioned in the Bid cum Application Form. The
maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee did not exceed =
5,00,000 . However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion did not
exceed & 2,00,000 in value. Only in the event of an under-subscription in the Employee Reservation Portion post
the initial Allotment, such unsubscribed portion was Allotted on a proportionate basis to Eligible Employees
Bidding in the Employee Reservation Portion, for a value in excess of & 2,00,000 , subject to the total Allotment
to an Eligible Employee not exceeding & 5,00,000 in value.

The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.

Bidders were required to note that the Equity Shares will be Allotted to all successful Bidders only in
dematerialised form. The Bid cum Application Forms which did not have the details of the Bidders’
depository account, including DP ID, Client ID and PAN and UPI ID (for RIBs using the UPI Mechanism),
were treated as incomplete and would be rejected. Bidders did not have the option of being Allotted Equity
Shares in physical form.

Phased implementation of Unified Payments Interface

SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of inter alia, equity
shares. Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment
mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under ASBA) for
applications by RIBs through Designated Intermediaries with the objective to reduce the time duration from public
issue closure to listing from six Working Days to up to three Working Days. Considering the time required for
making necessary changes to the systems and to ensure complete and smooth transition to the UPI payment
mechanism, the UPI Circulars have introduced the UPI Mechanism in three phases in the following manner:

Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board
public issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended till
June 30, 2019. Under this phase, an RIB had the option to submit the ASBA Form with any of the Designated
Intermediary and use his/ her UPI ID for the purpose of blocking of funds. The time duration from public issue
closure to listing continued to be six Working Days.

Phase II: This phase has become applicable from July 1, 2019. SEBI vide its circular no.

SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 had extended the timeline for implementation of
UPI Phase II till March 31, 2020. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020 dated

506
March 30, 2020 decided to continue Phase II of UPI with ASBA until further notice. Under this phase, submission
of the ASBA Form by RIBs through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of
funds will be discontinued and will be replaced by the UPI Mechanism. However, the time duration from public
issue closure to listing would continue to be six Working Days during this phase.

Phase III: The commencement period of Phase III is yet to be notified. In this phase, the time duration from
public issue closure to listing is proposed to be reduced to three Working Days.

For further details, refer to the General Information Document available on the websites of the Stock Exchanges
and the BRLMs.

Bid cum Application Form

Bidders (other than Anchor Investors) must compulsorily use the ASBA process to participate in the Issue. Anchor
Investors were not permitted to participate in this Issue through the ASBA process.

Copies of the ASBA Forms and the abridged prospectus were made available with the Designated Intermediaries
at relevant Bidding Centres and at our Registered Office. The ASBA Forms were also available for download on
the websites of NSE (www.nseindia.com) and BSE (www.bseindia.com) at least one day prior to the Bid/Issue
Opening Date. Anchor Investor Application Forms shall be available at the offices of the BRLMs at the Anchor
Investor Bidding Date.

Bidders (other than RIBs using the UPI Mechanism and Anchor Investors) were to provide bank account details
and authorisation by the ASBA bank account holder to block funds in their respective ASBA Accounts in the
relevant space provided in the Bid cum Application Form. Bid cum Application Forms that did not contain such
details were liable to be rejected. The Sponsor Banks shall provide details of the UPI linked bank account of the
Bidders to the Registrar to the Issue for purpose of reconciliation.

RIBs using the UPI Mechanism must provide the UPI ID in the relevant space provided in the Bid cum Application
Form and the Bid cum Application Form that did not contain the UPI ID were liable to be rejected.

ASBA Bidders had to ensure that the Bids were 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 were liable to be rejected. RIBs using UPI Mechanism, could submit their
ASBA Forms with the Syndicate, Sub-Syndicate members, Registered Brokers, RTAs or CDPs. RIBs authorising
an SCSB to block the Bid Amount in the ASBA Account could submit their ASBA Forms with the SCSBs. ASBA.
Bidders are also required to ensure that the ASBA Account has sufficient credit balance as an amount equivalent
to the full Bid Amount which could be blocked by the SCSB or by Sponsor Banks under the UPI Mechanism, as
applicable at the time of submitting the Bid.

In order to ensure timely information to investors SCSBs were required to send SMS alerts to investors intimating
them about the Bid Amounts blocked/unblocked.

Anchor Investors are not permitted to participate in the Issue through the ASBA process. For Anchor Investors,
the Anchor Investor Application Form was available with the Book Running Lead Managers.
The prescribed colour of the Bid cum Application Forms for various categories was as follows:

 

 

 

 

 

 

 

 

Colour of Bid cum

een Application Form*
Resident Indians including resident QIBs, Non-Institutional Bidders, Retail Individual Bidders White
and Eligible NRIs applying on a non-repatriation basis
Non-Residents including FPIs and Eligible NRIs, FVCIs and registered bilateral and Blue
multilateral development financial institutions applying on a repatriation basis
Anchor Investors White**
Eligible Employees Bidding in the Employee Reservation Portion Pink

 

* Excluding electronic Bid cum Application Forms
** Bid cum Application Forms for Anchor Investors were made available at the office of the Book Running Lead Managers

Notes:

(1) Electronic Bid cum Application forms will also be available for download on the website of NSE (www.nseindia.com)
and BSE (www.bseindia.com).

507
(2) Bid cum Application Forms for Anchor Investors will be made available at the offices of the BRLMs.
(3) Bid cum Application Forms for Eligible Employees shall be available at the Registered and Corporate Office of the
Company.

In case of ASBA Forms, Designated Intermediaries uploadedthe relevant bid details in the electronic bidding
system of the Stock Exchanges.

Subsequently, for ASBA Forms (other than RIBs using UPI Mechanism). Designated Intermediaries (other than
SCSBs) submitted/delivered the ASBA Forms to the respective SCSB where the Bidder had an ASBA bank
account and could not submit it to any non-SCSB bank or any Escrow Collection Bank. Stock Exchanges
validated the electronic bids with the records of the CDP for DP ID/Client ID and PAN, on a real time basis and
bring inconsistencies to the notice of the relevant Designated Intermediaries, for rectification and re-submission
within the time specified by Stock Exchanges. Stock Exchanges allowed modification of either DP ID/Client ID
or PAN ID, bank code and location code in the Bid details already uploaded.

For RIBs using UPI Mechanism, the Stock Exchanges the Bid details (including UPI ID) with the Sponsor Banks
on a continuous basis to enable the Sponsor Banks to initiate UPI Mandate Request to RIBs for blocking of funds.
The Sponsor Banks initiated 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. The NPCI shall maintain an audit trail for every bid entered in the Stock Exchanges bidding
platform, and the liability to compensate RIBs (using the UPI Mechanism) in case of failed transactions shall be
with the concerned entity (i.e. the Sponsor Banks, NPCI or the bankers to an issue) at whose end the lifecycle of
the transaction has come to a halt. The NPCI shared the audit trail of all disputed transactions/ investor complaints
to the Sponsor Banks and the bankers to an issue. The BRLMs wererequired to obtain the audit trail from the
Sponsor Banks and the Bankers to the Issue for analysing the same and fixing liability. For ensuring timely
information to investors, SCSBs sent 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.

The Sponsor Banks undertook a reconciliation of Bid responses received from Stock Exchanges and sent to NPCI
and ensured that all the responses received from NPCI were sent to the Stock Exchanges platform with detailed
error code and description, if any. Further, the Sponsor Banks undertook reconciliation of all Bid requests and
responses throughout their lifecycle on daily basis and shared reports with the BRLMs in the format and within
the timelines as specified under the UPI Circulars. Sponsor Banks and issuer banks downloadedUPI settlement
files and raw data files from the NPCI portal after every settlement cycle and do a three way reconciliation with
Banks UPI switch data, CBS data and UPI raw data. NPCI coordinatedwith issuer banks and Sponsor Banks on a
continuous basis.

Who can Bid?

In addition to the category of Bidders set forth in the General Information Document, the following persons are
also eligible to invest in the Equity Shares under all applicable laws, regulations and guidelines:

e — FPIs other than individuals, corporate bodies and family offices

¢ Individuals, corporate bodies and family offices categorised as Category II FPIs and registered with SEBI

© — Scientific and/or industrial research organisations in India, which are authorised to invest in equity shares;
and

« Any other person eligible to Bid in this Issue, under the laws, rules, regulations, guidelines and polices
applicable to them.

Participation by associates and affiliates of the BRLMs and the Syndicate Members, Promoters, Promoter
Group and persons related to Promoters / Promoter Group

The BRLMs and the Syndicate Members were not allowed to purchase the Equity Shares in any manner, except
towards fulfilling their underwriting obligations. However, the respective associates and affiliates of the BRLMs
and the Syndicate Members could purchase Equity Shares in the Issue, either in the Net QIB Portion or in the
Non-Institutional Portion as may be applicable to such Bidders, and such Bid subscription would be on their own
account or on behalf of their clients. All categories of investors, including respective associates or affiliates of the
BRLMs and Syndicate Members, were treated equally for the purpose of allocation to be made on a proportionate
basis.

508
Except as stated below, neither the Book Running Lead Managers nor any associates of the Book Running Lead
Managers could apply in the Issue under the Anchor Investor Portion:

(i) mutual funds sponsored by entities which are associate of the Book Running Lead Managers
(ii) insurance companies promoted by entities which are associate of the Book Running Lead Managers
(iii) | AIFs sponsored by the entities which are associate of the Book Running Lead Managers; or

(iv) _ FPIs (other than individuals, corporate bodies and family offices) sponsored by the entities which are
associate of the Book Running Lead Managers; or

(v) as may be permitted under the applicable law.

Further, persons related to our Promoters and Promoter Group could not apply in the Issue under the Anchor
Investor Portion.

For the purposes of this section, a QIB who has any of the following rights shall be 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 members of the Promoter Group; (b) veto rights; or (c) right to appoint any nominee director
on our Board.

Further, an Anchor Investor would be deemed to be an associate of a BRLM, if: (a) either of them controlled,
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, exercised control over
the other; or (c) there was a common director, excluding a nominee director, amongst the Anchor Investor and the
BRLMs.

The Promoters and the members of the Promoter Group did not participate in the Issue.
Bids by Mutual Funds

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate had to be lodged with
the Bid cum Application Form. Failing this, our Company reserves the right to reject any Bid without assigning
any reason therefore.

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 may be made in
respect of each scheme of a Mutual Fund registered with the SEBI and such Bids in respect of more than one
scheme of a Mutual Fund will not be treated as multiple Bids, provided that such Bids clearly indicate the scheme
for which the Bid is submitted.

No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up share capital carrying
voting rights. 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 scheme.

Bids by HUFs

Bids by HUFs Hindu Undivided Families or HUFs, in the individual name of the karta. The Bidder/Applicant had
to specify that the Bid is being made in the name of the HUF in the Bid cum Application Form/Application Form
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 Eligible NRIs

Eligible NRIs could obtain copies of Bid cum Application Form from the BRLMs, Syndicate Members and sub-
syndicate members at select locations as specified in the Bid cum Application Form. Eligible NRI Bidders bidding

509
on a repatriation basis by using the Non-Resident Forms had to authorise their SCSB or should confirm/accept
the UPI Mandate Request (in case of RIBs using 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 had to authorise their SCSB or should confirm/accept the UPI
Mandate Request (in case of RIBs Bidding using 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.
However, NRIs applying in the Issue through the UPI Mechanism, were advised to enquire with the relevant bank
where their account was UPI linked prior to submitting their Bid cum Application.

Eligible NRIs Bidding on non-repatriation basis were advised to use the Bid cum Application Form for residents.
Eligible NRIs Bidding on a repatriation basis were advised to use the Bid cum Application Form meant for Non-
Residents.

For details of investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” on page 525.
Participation of Eligible NRIs shall be subject to the FEMA NDI Rules.

Bids by FPIs

In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which
means the same multiple entities having common ownership directly or indirectly of more than 50% or common
control) should be below 10% of our post-Issue Equity Share capital. Further, in terms of the FEMA Non-debt
Instruments 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 aggregate limit for FPI investments shall be
the sectoral caps applicable to our Company, which is 74% of the total paid-up Equity Share capital of our
Company on a fully diluted basis. Bids by FPIs which utilise the multi investment manager structure, submitted
with the same PAN but with different beneficiary account numbers, Client IDs and DP IDs may not be treated as
multiple Bids.

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. In terms of the FEMA Non-debt Instruments Rules, for calculating
the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 21 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.

An FPI issuing offshore derivate instruments is also required to ensure that any transfer of offshore derivative
instruments issued by, or on behalf of it subject to, inter alia, the following conditions:

(a) such offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI
Regulations; and

(b) _ prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore
derivative instruments are to be transferred are pre-approved by the FPI.

The FPIs who wish to participate in the Issue are advised to use the Bid cum Application Form for non-residents
(blue in colour). 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.

Bids received from FPIs bearing the same PAN shall be treated as multiple Bids and are liable to be rejected,
except for Bids from FPIs that utilize the multiple investment manager structure in accordance with the operational
guidelines for FPIs and designated Depository Participants issued to facilitate implementation of SEBI FPI
Regulations (such structure referred to as “MIM Structure”), provided such Bids have been made with different
beneficiary account numbers, Client IDs and DP IDs. Accordingly, it should be noted that multiple Bids received

510
from FPIs, who do not utilize the MIM Structure, and bear the same PAN, are liable to be rejected. In order to
ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary account
numbers, Client [Ds and DP IDs, are required to provide a confirmation in the Bid cum Application Forms that
the relevant FPIs making multiple Bids utilize the MIM Structure. In the absence of such confirmation from the
relevant FPIs, such multiple Bids shall be rejected. Further, in the following cases, Bids by FPIs shall not be
treated as multiple Bids: (i) FPIs which utilise the MIM Structure, indicating the name of their respective
investment managers in such confirmation; (ii) offshore derivative instruments (“ODI”) which have obtained
separate FPI registration for ODI and proprietary derivative investments; (iii) sub funds or separate class of
investors with segregated portfolio who obtain separate FPI registration; (iv) 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; (v) multiple
branches in different jurisdictions of foreign bank registered as FPIs; (vi) Government and Government related
investors registered as category 1 FPIs; and (vii) Entities registered as collective investment scheme having
multiple share classes.

Bids by SEBI registered VCFs, AIFs and FVCIs

The SEBI FVCI Regulations and the SEBI AIF Regulations, inter-alia, prescribe the respective investment
restrictions on the FVCIs, VCFs and AIFs registered with SEBI. Accordingly, the holding by any individual VCF
or FVCI registered with SEBI, in any company should not exceed 25% of the corpus of the VCF. Further, VCFs
can invest only up to 33.33% of the investible funds in various prescribed instruments, including in public
offerings.

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 VCF registered as a Category I AIF, as
defined in the SEBI AIF Regulations, cannot invest more than one-third of its investible funds 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 SEBI VCF
Regulations until the existing fund or scheme managed by the fund is wound up, and such funds shall not launch
any new scheme after notification of the SEBI AIF Regulations.

There is no reservation for Eligible NRI Bidders, AIFs, FPIs and FVCIs. 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.

Neither our Company, nor the BRLMs will be responsible for loss, if any, incurred by the Bidder on account of
conversion of foreign currency.

Bids by limited liability partnerships

In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008,
a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be
attached to the Bid cum Application Form. Failing this, our Company in consultation with the BRLMs, reserve
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 BRLMs,
reserve 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 (the “Banking Regulation Act”), and Master Direction — Reserve Bank of India (Financial Services
provided by Banks) Directions, 2016 is 10% of the paid-up share capital of the investee company or 10% of the
bank’s own paid-up share capital and reserves, whichever is less. Further, the aggregate investment in subsidiaries
and other entities engaged in financial and non-financial services company cannot exceed 20% of the bank’s paid-
up share capital and reserves. A banking company may hold up to 30% of the paid-up share capital of the investee

511
company with the prior approval of the RBI, provided that the investee company is engaged in non-financial
activities in which banking companies are permitted to engage under the Banking Regulation Act or 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 investment in excess of 30% of the paid-up share capital of the investee company,
investment in a subsidiary and a financial services company that is not a subsidiary (with certain exceptions
prescribed), and investment in a non-financial services company in excess of 10% of such investee company’s
paid-up share capital as stated in the Reserve Bank of India (Financial Services provided by Banks) Directions,
2016, as amended. Bids by banking companies s should not exceed the investment limits prescribed for them
under the applicable laws.

Bids by SCSBs

SCSBs participating in the Issue were required to comply with the terms of the SEBI circulars nos.
CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013 dated September 13, 2012 and January 2, 2013 respectively.
Such SCSBs were 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 had to
be used solely for the purpose of making application in public issues and clear demarcated funds had to be
available in such account for such applications.

Bids by systemically important non-banking financial companies

In case of Bids made by NBFC-SI, (i) a certified copy of the certificate of registration issued by the RBI, (ii) a
certified copy of its last audited financial statements on a standalone basis, and (iii) a net worth certificate from
its statutory auditor(s), must be attached to the Bid cum Application Form, along with other approval as may be
required by the Systemically Important NBFCs. Failing this, our Company reserves the right to reject any Bid,
without assigning any reason thereof. NBFC-SIs participating in the Issue shall comply with all applicable
regulations, guidelines and circulars issued by RBI from time to time.

The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.
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 are prescribed under the Insurance Regulatory and Development Authority
(Investment) Regulations, 2016, as amended (“IRDAI Investment Regulations”), based on investments in the
equity shares of a company, the entire group of the investee company and the industry sector in which the investee
company operates. Bidders are advised to refer to the IRDA Investment Regulations for specific investment limits
applicable to them. Insurance companies participating in this Issue shall comply with all applicable regulations,
guidelines and circulars issued by IRDAI from time to time.

Bids under Power of Attorney

In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies,
eligible FPIs, AIFs, Mutual Funds, insurance companies, insurance funds set up by the army, navy or air force of
the Union of India, insurance funds set up by the Department of Posts, India or the National Investment Fund and
provident funds with minimum corpus of = 2,500 lakhs and pension funds with a minimum corpus of 2 2,500
lakhs, in each case, subject to applicable law and in accordance with their respective constitutional documents 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 as applicable 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 BRLMs, in their absolute discretion, reserved the right to relax the above
condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form, subject to
such terms and conditions that our Company, in consultation with the BRLMs, may deem fit, without assigning
any reasons thereof.

512
Bids by Anchor Investors

In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section
the key terms for participation by Anchor Investors were provided below.

@

Gi)

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

(ix)

@)

Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices
of the BRLMs.

The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds 2 1,000
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.

One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.

Bidding for Anchor Investors will open one Working Day before the Bid/ Issue Opening Date, i.e., the
Anchor Investor Bidding Date, and will be completed on the same day.

Our Company in consultation with the BRLMs 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 % 2,500 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 225,000 lakhs, subject to minimum Allotment of 7 500 lakhs
per Anchor Investor.

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 by the BRLMs before the Bid/ Issue Opening Date, through intimation to
the Stock Exchange.

Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.

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 Allocation Price shall still be the Anchor Investor Issue Price.

Equity Shares Allotted in the Anchor Investor Portion will be locked in for a period of 30 days from the
date of Allotment.

Neither the BRLMs or any associate of the BRLMs (except Mutual Funds sponsored by entities which are
associates of the BRLMs or insurance companies promoted by entities which are associate of BRLMs or
AIFs sponsored by the entities which are associate of the BRLMs or FPIs, other than individuals, corporate
bodies or family offices sponsored by the entities which are associate of the BRLMs) nor any "person
related to the Promoters or Promoter Group” shall apply in the Issue under the Anchor Investor Portion.
For further details, see “~ Participation by associates and affiliates of the BRLMs and the Syndicate
Members, Promoters, Promoter Group and persons related to Promoters / Promoter Group” beginning on
page 509.

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(xi) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered
multiple Bids.

(xii) For more information, see the General Information Document.
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 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 BRLMs, reserve the right to reject any Bid, without assigning any reason therefor.

The Equity Shares have not been and will not be registered under the U.S. Securities Act or the laws of any
state of the United States and may not be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act
and applicable state securities laws. The Equity Shares are being offered and sold only outside the United
States in offshore transactions as defined in and in reliance on Regulation S.

The above information is given for the benefit of the Bidders. Our Company, and the members of Syndicate
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 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 laws or regulation or as specified in the Draft Red
Herring Prospectus, the Red Herring Prospectus and this Prospectus.

In accordance with existing regulations issued by the RBI, OCBs cannot participate in the Issue.

Bids by Eligible Employees

Bids under Employee Reservation Portion by Eligible Employees shall be:

(a) Made only in the prescribed Bid cum Application Form or Revision Form (i.e. pink colour form).

(b) The Bid must be for a minimum of 21 Equity Shares and in multiples of 21 Equity Shares thereafter so as
to ensure that the Bid Amount payable by the Eligible Employee does not exceed %5,00,000. However, a
Bid by an Eligible Employee in the Employee Reservation Portion will be considered for allocation, in the
first instance, for a Bid amounting up to 22,00,000. In the event of any under-subscription in the Employee
Reservation Portion, the unsubscribed portion will be available for allocation and Allotment,
proportionately to all Eligible Employees, who have bid in excess of 22,00,000, provided however that the
maximum Bid in this category by an Eligible Employee cannot exceed %5,00,000 .

(c) _ Eligible Employees should mention their employee number at the relevant place in the Bid cum Application
Form.

(d) Only Eligible Employees (as defined in this Prospectus) would be eligible to apply in this Issue under the
Employee Reservation Portion and the Bidder.

(e) Bids by Eligible Employees in the Employee Reservation Portion and in the Net Issue portion shall not be
treated as multiple Bids. Our Company reserves the right to reject, in its absolute discretion, all or any
multiple Bids in any or all categories.

(p Only those Bids, which are received at or above the Issue Price, would be considered for Allotment under
this category.

(g) Eligible Employees can apply at Cut-off Price.
(h) Incase of joint bids, the First Bidder shall be an Eligible Employee.

(i) If the aggregate demand in this category is less than or equal to 10,000 Equity Shares at or above the Issue
Price, full allocation shall be made to the Eligible Employees to the extent of their demand.

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(j) Eligible Employees bidding in the Employee Reservation Portion shall not Bid through the UPI
mechanism.

In case of under-subscription in the Net Issue, spill over to the extent of under-subscription shall be permitted
from the Employee Reservation Portion subject to the Net Issue constituting 10% of the post- Issue share capital
of our Company. If the aggregate demand in this category is greater than 10,000 Equity Shares at or above the
Issue Price, the allocation shall be made on a proportionate basis.

Information for Bidders

The relevant Designated Intermediary will enter each Bid option into the electronic Bidding system as a separate
Bid and generate an acknowledgement slip (“Acknowledgement Slip”), for each price and demand option and
give the same to the Bidder. Therefore, a Bidder can receive up to three Acknowledgement Slips for each Bid
cum Application Form. It is the Bidder’s responsibility to obtain the Acknowledgment Slip from the relevant
Designated Intermediary. The registration of the Bid by the Designated Intermediary does not guarantee that the
Equity Shares shall be allocated/Allotted. Such Acknowledgement Slip will be non-negotiable and by itself will
not create any obligation of any kind. When a Bidder revises his or her Bid, he/she shall surrender the earlier
Acknowledgement Slip and may request for a revised Acknowledgment Slip from the relevant Designated
Intermediary as proof of his or her having revised the previous Bid.

In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network
and software of the electronic bidding system should not in any way be deemed or construed to mean that the
compliance with various statutory and other requirements by our Company and/or the BRLMs are cleared or
approved by the Stock Exchanges; nor does it in any manner warrant, certify or endorse the correctness or
completeness of compliance with the statutory and other requirements, nor does it take any responsibility for the
financial or other soundness of our Company, the management or any scheme or project of our Company; nor
does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of the
Draft Red Herring Prospectus or the Red Herring Prospectus or this Prospectus; nor does it warrant that the
Equity Shares will be listed or will continue to be listed on the Stock Exchanges.

In the event of an upward revision in the Price Band, RIBs and Eligible Employees who had Bid at Cut-off Price
could either (i) revise their Bid or (ii) shall make additional payment based on the cap of the revised Price Band
(such that the total amount i.e. original Bid Amount plus additional payment does not exceed = 2,00,000 with
respect to RIBs and 2 5,00,000 with respect to Eligible Employees if the Bidder wants to continue to Bid at Cut-
off Price). The revised Bids must be submitted to the same Designated Intermediary to whom the original Bid was
submitted. If the total amount (i.e., the original Bid Amount plus additional payment) exceeds % 2,00,000 with
respect to RIBs and 2 5,00,000 with respect to Eligible Employees, the Bid will be considered for allocation under
the Non-Institutional Portion. If, however, the Retail Individual Bidder or Eligible Employees bidding in
Employee Reservation Portion, as the case may be, does not either revise the Bid or make additional payment and
the Issue Price is higher than the cap of the Price Band prior to revision, the number of Equity Shares Bid for shall
be adjusted downwards for the purpose of allocation, such that no additional payment would be required from the
Retail Individual Bidder or the Eligible Employee Bidding in the Employee Reservation Portion, as the case may
be, and the Retail Individual Bidder or the Eligible Employee Bidding in the Employee Reservation Portion, as
the case may be, is deemed to have approved such revised Bid at Cut-off Price.

In the event of a downward revision in the Price Band, Retail Individual Bidders or the Eligible Employee Bidding
in the Employee Reservation Portion, as the case may be, who have bid at Cut-off Price may revise their Bid;
otherwise, the excess amount paid at the time of Bidding would be unblocked after Allotment is finalised.

Any revision of the Bid shall be accompanied by instructions to block the incremental amount, if any, to be paid
on account of the upward revision of the Bid.

Pre-Issue Advertisement

Subject to Section 30 of the Companies Act, 2013, our Company had , after filing the Red Herring Prospectus
with the RoC, published a pre-Issue advertisement, in the form prescribed by the SEBI ICDR Regulations, in all
editions of Financial Express (a widely circulated English national daily newspaper), and all editions of Jansatta
(a widely circulated Hindi national daily newspaper), and Mumbai edition of Navshakti (a widely circulated
Marathi daily newspaper, where our Registered Office is located). Our Company had, in the pre-Issue
advertisement stated the Bid/Issue Opening Date, the Bid/Issue Closing Date and the QIB Bid/Issue Closing Date.

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This advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, wasin the format
prescribed under the SEBI ICDR Regulations.

Allotment Advertisement

Our Company, the Book Running Lead Managers and the Registrar shall publish an advertisement in relation to
Allotment before commencement of trading, disclosing the date of commencement of trading of the Equity Shares,
in all editions of Financial Express (a widely circulated English national daily newspaper), and all editions of
Jansatta (a widely circulated Hindi national daily newspaper), and Mumbai edition of Navshakti (a widely
circulated Marathi daily newspaper, where our Registered Office is located).

Signing of Underwriting Agreement and filing of Prospectus with the RoC

Our Company have entered into an Underwriting Agreement with the Underwriters on or immediately after the
finalisation of the Issue Price. After signing the Underwriting Agreement, our Company has filed the Prospectus
with the RoC, in accordance with applicable law. This Prospectus contains details of the Issue Price, Anchor
Investor Issue Price, Issue size and underwriting arrangements and is complete in all material respects.

GENERAL INSTRUCTIONS

Please note that QIBs and Non-Institutional Bidders 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 Bidders
and Eligible Employees Bidding in the Employee Reservation Portion 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 their
Bids after the Anchor Investor Bidding Date.

Do’s:

1. Check if you are eligible to apply as per the terms of this Prospectus and under applicable law, rules,
regulations, guidelines and approvals

2. Ensure that you have Bid within the Price Band
Bi Read all the instructions carefully and complete the Bid cum Application Form

4. Ensure that the details about the PAN, DP ID and Client ID are correct and the Bidders depository account
is active, as Allotment of the Equity Shares will be in the dematerialised form only

Be Ensure that your PAN is linked with Aadhaar and is in compliance with CBDT notification dated February
13, 2020 and press release dated June 25, 2021.

6. Ensure that your Bid cum Application Form bearing the stamp of the relevant Designated Intermediary is
submitted to the Designated Intermediary at the Bidding Centre within the prescribed time

Tes In case 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 cum Application
Form

8. Bidders (other than RIIs bidding through the non-UPI Mechanism) should submit the Bid cum Application
Form only at the Bidding Centres, i.e., to the respective member of the Syndicate at the Specified Locations,
the SCSBs, the Registered Broker at the Broker Centres, the CRTA at the Designated RTA Locations or
CDP at the Designated CDP Locations. RIIs bidding through the non-UPI Mechanism should either submit
the physical Bid cum Application Form with the SCSBs or Designated Branches of SCSBs under Channel
I (described in the UPI Circulars) or submit the Bid cum Application Form online using the facility of 3-in
1 type accounts under Channel II (described in the UPI Circulars)

9. Ensure that you have mentioned the correct ASBA Account number (for all Bidders other than RIBs using
the UPI Mechanism) in the Bid cum Application Form

10. RIBs using the UPI Mechanism should ensure that the correct UPI ID (with maximum length of 45
characters including the handle) is mentioned in the Bid cum Application Form

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11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

22.

23.

24.

25.

RIBs using UPI Mechanism through the SCSBs and mobile applications shall ensure that the name of the
bank appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. RIBs shall
ensure that the name of the app and the UPI handle which is used for making the application appears in
Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July 26, 2019

RIBs bidding using the UPI Mechanism should ensure that they use only their own bank account linked
UPI ID to make an application in the issue

RIBs submitting a Bid cum Application Form using the UPI Mechanism, should ensure that: (a) the bank
where the bank account linked to their UPI ID is maintained; and (b) the Mobile App and UPI handle being
used for making the Bid is _ listed on the website of SEBI- at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=40

RIBs submitting a Bid-cum Application Form to any Designated Intermediary (other than SCSBs) should
ensure that only UPI ID is included in the Field Number 7: Payment Details in the Bid cum Application
Form

RIBs using the UPI Mechanism shall ensure that the bank, with which it has its bank account, where the
funds equivalent to the application amount are available for blocking is UPI 2.0 certified by NPCI

All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only

Do not Bid for a Bid Amount exceeding %2,00,000 (for Bids by Retail Individual Investors) and 75,00,000
for Bids by Eligible Employees Bidding in the Employee Reservation Portion;

Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application
Forms

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

Ensure that you request for and receive a stamped acknowledgement of the Bid cum Application Form for
all your Bid options from the concerned Designated Intermediary

Bidders, other than RIBs using the UPI Mechanism, shall ensure that they have funds equal to the Bid
Amount in the ASBA Account maintained with the SCSB before submitting the ASBA Form to the relevant
Designated Intermediaries

Ensure that you submit revised Bids to the same Designated Intermediary, through whom the original Bid
was placed and obtain a revised acknowledgment

With respect to Bids by SCSBs, ensure that you have a separate account in your own name with any other
SCSB having clear demarcated funds for applying under the ASBA process and that such separate account
(with any other SCSB) is used as the ASBA Account with respect to your Bid

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
transacting in the securities market and (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. 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 Anchor Investors submit their Anchor Investor Application Form only to the BRLMs

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26.

27.

28.

29.

30.

31.

32.

33.

34.

35.

36.

37.

38.

39.

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 correct investor category and the investor status is indicated in the Bid cum Application
Form

Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust etc., relevant
documents, including a copy of the power of attorney, are submitted

Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign
and Indian laws

Ensure that the depository account is active, the correct DP ID, Client ID and the PAN are mentioned in
their Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID and the PAN entered
into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as applicable,
matches with the name, DP ID, Client ID and PAN available in the Depository database

Ensure that where the Bid cum Application Form is submitted in joint names, the beneficiary account is
also held in the same joint names and such names are in the same sequence in which they appear in the Bid
cum Application Form

Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other than
for Anchor Investors) is submitted to a Designated Intermediary in a Bidding Centre and in case of Bidding
through a Designated Intermediary (other than for Anchor Investors and RIBs) 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 www.sebi.gov.in) or such other websites as updated from time to time;

Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form
or have otherwise provided an authorisation to the SCSB or 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

For RIBs using the UPI Mechanism, ensure that you approve the 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

RIBs 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, an RIB may be deemed to have verified the attachment
containing the application details of the RIB in the UPI Mandate Request and have agreed to block the
entire Bid Amount and authorized the Sponsor Banks to block the Bid Amount mentioned in the Bid Cum
Application Form

RIBs shall 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 / Issue Closing Date

FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs 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

RIBs using the UPI Mechanism should mention valid UPI ID of only the Applicant (in case of single
account) and of the first Applicant (in case of joint account) in the Bid cum Application Form

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40. RIBs who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the
Designated Intermediaries, pursuant to which RIBs should ensure acceptance of the UPI Mandate Request
received from the Sponsor Banks to authorise blocking of funds equivalent to the revised Bid Amount in
the RIB’s ASBA Account

41.  RIBs using the UPI Mechanism, who have revised their Bids subsequent to making the initial Bid, should
also approve the revised Mandate Request generated by the Sponsor Banks to authorise blocking of funds
equivalent to the revised Bid Amount and subsequent debit of funds in case of Allotment in a timely
manner; and

42. Bids by Eligible NRIs and HUFs for a Bid Amount of less than = 2,00,000 would be considered under the
Retail Portion, and Bids for a Bid Amount exceeding = 2,00,000 would be considered under the Non-
Institutional Portion, for the purposes of allocation in the Issue.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied

with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not

mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019

is liable to be rejected.

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 or the Anchor Investor Application Form, as the case
maybe, after you have submitted a Bid to a Designated Intermediary

4. RIBs should not submit a Bid using the UPI Mechanism, unless the name of the bank where the bank account
linked to your UPI ID is maintained, is listed on the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40

5. RIB should not submit a Bid using the UPI Mechanism, using a Mobile App or UPI handle, not listed on the
website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40

6. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by stock
invest

7. Do not submit a Bid using UPI ID, if you are not a RIB

8. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary
only

9. Anchor Investors should not Bid through the ASBA process

10. Do not submit the Bid cum Application Forms to any non-SCSB bank or our Company or at a location other
than the Bidding Centres. Provided that RIBs not using the UPI Mechanism should not submit Bid cum
Application Forms with Designated Intermediaries (other than SCSBs)

11. Do not Bid on a physical ASBA Form that does not have the stamp of the relevant Designated Intermediary

12. Do not Bid at Cut-off Price in case of Bids by QIBs and Non-Institutional Bidders

13. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Issue size and/or
investment limit or maximum number of the Equity Shares that can be held under the applicable laws or

regulations or maximum amount permissible under the applicable regulations or under the terms of this
Prospectus

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14. If you are a Non-Institutional Bidder or a Retail Individual Bidder, do not submit your Bid after 3.00 pm on
the Bid/Issue Closing Date

15. If you are a QIB, do not submit your Bid after 3.00 p.m. on the QIB Bid/ Issue Closing Date

16. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA.
process

17. Do not Bid for a Bid Amount exceeding 2 2,00,000 for Bids by Retail Individual Bidders
18. Do not submit the General Index Register (GIR) number instead of the PAN
19. Do not submit incorrect UPI ID details if you are a RIB Bidding through the UPI Mechanism;

20. Do not submit incorrect details of the DP ID, Client ID and PAN or provide details for a beneficiary account
which is suspended or for which details cannot be verified by the Registrar to the Issue

21. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for
blocking in the relevant ASBA Account

22. Do not submit more than one Bid cum Application Form for each UPI ID in case of RIBs using the UPI
Mechanism

23. In case of ASBA Bidders, do not submit more than one ASBA Forms per ASBA Account
24. Do not submit Bids to a Designated Intermediary at a location other than Specified Locations

25. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant
ASBA Forms or to our Company

26. 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 Bidder. Retail Individual Bidders and Eligible
Employees Bidding in the Employee Reservation Portion can revise or withdraw their Bids on or before the
Bid/Issue Closing Date.

27. 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

28. Do not Bid for Equity Shares in excess of what is specified for each category

29. 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

30. 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 RIB Bidders using the UPI Mechanism

31. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case
may be, after you have submitted a Bid to any of the Designated Intermediaries

32. 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)

33. Do not submit a Bid cum Application Form using a third-party bank account or using third party linked bank
account UPI ID (in case of in case of Bids submitted by RIBs using the UPI Mechanism); and

34. Do not Bid if you are an OCB.

The Bid cum Application Form was liable to be rejected if any of the above instructions or any other
condition mentioned in this Prospectus, as applicable, is not complied with.

Grounds for Technical Rejections

520
In addition to the grounds for rejection of Bids on technical grounds as provided in the General Information
Document, Bidders are requested to note that Bids may be rejected on the following additional technical grounds:

1. Bid submitted without instruction to the SCSB to block the entire Bid Amount

2. Bids which do not contain details of the Bid Amount and the bank account or UPI ID (for RIBs using the UPI
Mechanism) details in the ASBA Form

3. Bids submitted on a plain paper
4. Bids submitted by RIBs using the UPI Mechanism through an SCSB and/or using a Mobile App or UPI
handle, not listed on the website of SEBI at

https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=40

5. Bids under the UPI Mechanism submitted by RIBs using third party bank accounts or using a third party
linked bank account UPI ID, subject to availability of information from the Sponsor Banks

6. Bids by HUFs not mentioned correctly as provided in “~ Bids by HUFs” beginning on page 510.

7. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary
8. Bids submitted without the signature of the First Bidder or sole Bidder

9. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder

10. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are “suspended
for credit” in terms of SEBI circular (reference number: CIR/MRD/DP/ 22 /2010) dated July 29, 2010

11. GIR number furnished instead of PAN
12. Bids by Retail Individual Bidders with Bid Amount for a value of more than 2 2,00,000

13. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules,
regulations, guidelines and approvals

14. Bids accompanied by cheque(s), demand draft(s), stock invest, money order, postal order or cash; and

15. Bids by OCBs.

Further, in case of any pre-Issue or post Issue related issues regarding share certificates/demat credit/refund
orders/unblockingetc., investors shall reach out the Company Secretary and Compliance Officer. For details of

Company Secretary and Compliance Officer, see “General Information” on page 82.

Further, for helpline details of the BRLMs pursuant to the SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated
March 16, 2021, see “General Information — Book Running Lead Managers” on page 83.

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 Book Running Lead Managers 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.

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 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 one per cent. of the Issue may be
made for the purpose of making Allotment in minimum lots.

521
The Allotment of Equity Shares to applicants other than to the Retail Individual Bidders and Anchor Investors
shall be on a proportionate basis within the respective investor categories and the number of securities allotted
shall be rounded off to the nearest integer, subject to minimum allotment being equal to the minimum application
size as determined and disclosed.

The Allotment of Equity Shares to each Retail Individual Bidders shall not be less than the minimum bid lot,
subject to the availability of shares in Retail Individual Bidders Portion, and the remaining available Equity
Shares, if any, shall be Allotted on a proportionate basis. The Allotment of Equity Shares to Anchor Investors
shall be on a discretionary basis.

Payment into Escrow Account

Our Company in consultation with the BRLMs, in their absolute discretion, have decided 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. Anchor Investors were not permitted to Bid in
the Issue through the ASBA process. Instead, Anchor Investors transferred the Bid Amount (through direct credit,
RTGS or NEFT) to the Escrow Accounts. The payment instruments for payment into the Escrow Accounts had
to be drawn in favour of:

(i) Incase of resident Anchor Investors: “RUCHI SOYA FPO ANCHOR ESCROW ACCOUNT R”

(ii) In case of non-resident Anchor Investors: “RUCHI SOYA FPO ANCHOR ESCROW ACCOUNT NR”
Anchor Investors were informed that the escrow mechanism was not prescribed by SEBI and had been
established as an arrangement between our Company, and 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 our Company, the respective Depositories and the
Registrar to the Issue:

. Tripartite Agreement dated June 30, 2003 among NSDL, our Company and the Registrar to the Issue.

. Tripartite Agreement dated May 15, 2003 among CDSL, our Company and Registrar to the Issue.
Undertakings by our Company

Our Company undertakes the following:

@ adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders and
to consider them similar to Anchor Investors while finalising the Basis of Allotment

(ii) the complaints received in respect of the Issue shall be attended to by our Company expeditiously and
satisfactorily

(iii) that if the 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,
failing which interest will be due to be paid to the Bidders at the rate prescribed under applicable law for
the delayed period

(iv) _ that all steps will be taken 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 within six Working
Days of the Bid/Issue Closing Date or such other time as may be prescribed

(v) _ that funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be
made available to the Registrar to the Issue by our Company

522
(vi) 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

(vii) _ that if our Company does not proceed with the Issue after the Bid/Issue Closing Date but prior to Allotment,
the reason thereof shall be given as a public notice within two days of the Bid/Issue Closing Date. The
public notice shall be issued in the same newspapers where the pre-Issue advertisements were published.
The Stock Exchanges on which the Equity Shares are proposed to be listed shall also be informed promptly

(viii) that if our Company in consultation with the BRLMs, withdraw the Issue after the Bid/Issue Closing Date,
our Company shall be required to file a fresh draft offer document with the SEBI, in the event our Company
subsequently decides to proceed with the Issue thereafter

(ix) Promoter’s contribution, if any, shall be brought in advance before the Bid / Issue Opening Date

(x) __ that adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders
and Anchor Investor Application Form from Anchor Investors; and

(xi) _ that no further issue of Equity Shares shall be made until the Equity Shares offered through this Prospectus
are listed or until the Bid monies are refunded/unblocked in the ASBA Accounts on account of non-listing,
under-subscription etc.

Utilisation of Issue Proceeds

Our Board specifically confirm and declare:

(a) that all monies received from the Issue shall be credited / transferred to separate bank account other than the
bank account referred to in sub-section (3) of Section 40 of the Companies Act, 2013;

(b) 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 Issue shall be disclosed under an appropriate head in the balance
sheet of our Company indicating the form in which such unutilised monies have been invested.

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 = 10
lakhs 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 = 10 lakhs or one

523
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 2 50 lakhs or with both.

Withdrawal of the Issue

For details, see “Terms of the Issue - Withdrawal of the Issue” on page 501.

524
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India
and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign
investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which
such investment may be made. Under the Industrial Policy, 1991, unless specifically restricted, foreign investment
is freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the
foreign investor is required to follow certain prescribed procedures for making such investment. The responsibility
of granting approval for foreign investment under the Consolidated FDI Policy (defined herein below) and FEMA.
has been entrusted to the concerned ministries / departments.

The Government of India has from time to time made policy pronouncements on FDI through press notes and
press releases. The DPIIT issued the Consolidated FDI Policy Circular dated October 15, 2020, with effect from
October 15, 2020 (the “Consolidated FDI Policy”), which consolidates and supersedes all previous press notes,
press releases and clarifications on FDI issued by the DPIIT that were in force and effect prior to October 15,
2020. The FDI Policy will be valid until the DPIIT issues an updated circular. FDI in companies engaged in
sectors/ activities which are not listed in the FDI Policy is permitted up to 100% of the paid-up share capital of
such company under the automatic route, subject to compliance with certain prescribed conditions.

Under the current FDI Policy, 100% foreign direct investment is permitted in manufacturing sector, under the
automatic route, subject to compliance with certain prescribed conditions.

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 transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-
resident shareholding is within the sectoral limits under the Consolidated FDI policy; and (iii) the pricing is in
accordance with the guidelines prescribed by the SEBI/RBI.

As per the existing policy of the Government of India, OCBs cannot participate in this Issue. For details, see
“Issue Procedure” on page 505.

Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the
FEMA Rules, any investment, subscription, purchase or sale of equity instruments by entities, investments under
the foreign direct investment route by entities of a country which shares land border with India or where the
beneficial owner of an investment into India is situated in or is a citizen of any such country will require prior
approval of the Government of India. Further, in the event of transfer of ownership of any existing or future
foreign direct investment in an entity in India, directly or indirectly, resulting in the beneficial ownership falling
within the aforesaid restriction/ purview, such subsequent change in the beneficial ownership will also require
approval of the Government of India. Each Bidder should seek independent legal advice about its ability to
participate in the Issue. In the event such prior approval of the Government of India is required, and such approval
has been obtained, the Bidder shall intimate our Company and the Registrar in writing about such approval along
with a copy thereof within the Issue Period.

The Equity Shares offered in the Issue have not been and will not be registered under the Securities Act or
the laws of any state of the United States and may not be offered or sold in the United States except pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities
Act and applicable state securities laws. The Equity Shares are being offered and sold only outside the
United States in offshore transactions as defined in and in reliance on Regulation S.

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.

The above information is given for the benefit of the Bidders. Our Company and the BRLMs are not liable for
any amendments, modification, or changes in applicable laws or regulations, which may occur after the date of
the Prospectus. Bidders are advised to make their independent investigations and ensure that the number of Equity
Shares Bid for which do not exceed the applicable limits under laws and regulations.

525
SECTION VIII - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION

The following articles comprised in these Articles of Association were adopted pursuant to the members’
resolution passed at the annual general meeting of the Company held on September 26, 2014 in substitution for,
and to the entire exclusion of the earlier articles comprised in the extent Articles of Association of the Company.
Under these Articles of Association there are no specific rights of any nature assigned to any person, there are no
specific clauses which might have an impact on the Issue or shareholders and there are no inter-se
agreements/arrangements between shareholders, Promoters, Promoter Group of any nature and any existing
special rights.

TABLE ‘F’ EXCLUDED

 

1 (1) The regulations contained in the Table marked ‘F” in Schedule I to the | Table ‘F’ not to apply
Companies Act, 2013 shall not apply to the Company, except in so far
as the same are repeated, contained or expressly made applicable in
these Articles or by the said Act.

(2) The regulations for the management of the Company and for the | Company to be governed by
observance by the members thereto and their representatives, shall, | these Articles
subject to any exercise of the statutory powers of the Company with
reference to the deletion or alteration of or addition to its regulations by
resolution as prescribed or permitted by the Companies Act, 2013, be
such as are contained in these Articles.

Interpretation
2; ()_ In these Anticles- “The Act”

 

 

 

(a) “Act” means the Companies Act, 2013 or any statutory
modification or re-enactment thereof for the time being in force
and the term shall be deemed to refer to the applicable section
thereof which is relatable to the relevant Article in which the said
term appears in these Articles and any previous company law, so
far as may be applicable.

(b) “Articles” means these articles of association of the Company or | “The Articles”
as altered from time to time.

(©) “Board of Directors” or “Board”, means the collective body of the | ‘The Board of Directors” or
directors of the Company. “The Board”

(a) “Company” means Ruchi Soya Industries Limited. “The Company”

(@) “Rules” means the applicable rules for the time being in force as | “The Rules”
prescribed under relevant sections of the Act.

(f)_ “seal” means the common seal of the Company. “The Seal”

(2). Words importing the singular number shall include the plural number | “Number” and “Gender”
and words importing the masculine gender shall, where the context
admits, include the feminine and neuter gender.

(3) Unless the context otherwise requires, words or expressions contained | Expressions in the Articles to
in these Articles shall bear the same meaning as in the Act or the Rules, | bear the same meaning as in the
as the case may be. Act

Share capital and variation of rights

3. Subject to the provisions of the Act and these Articles, the shares in the | Shares under control of Board
capital of the Company shall be under the control of the Board 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.
4 Subject to the provisions of the Act and these Articles, the Board may issue | Directors may allot shares
and allot shares in the capital of the Company on payment or part payment | otherwise than for cash
for any property or assets of any kind whatsoever sold or transferred, goods
or machinery supplied or for services rendered to the Company in 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 for cash, and if so
issued, shall be deemed to be fully paid-up or partly paid-up shares, as the
case may be.

 

 

 

 

 

 

 

 

 

 

526
 

‘The Company may issue the following kinds of shares in accordance with
these Articles, the Act, the Rules and other applicable laws:

@

(b)

Equity share capital:

(with voting rights; and/ or

(ii) with differential rights as to dividend, voting or otherwise in
accordance with the Rules; and

Preference share capital

Kinds of Share Capital

 

@

2)

(3)

Every person whose name is entered as a member in the register of
members shall be entitled to receive within two months after allotment
or within one month from the date of receipt by the Company of the
application for the registration of transfer or transmission or within such
other period as the conditions of issue shall provide —

(a) one certificate for all his shares without payment of any charges;
or

(b) several certificates, each for one or more of his shares, upon
payment of such charges as may be fixed by the Board for each
certificate after the first.

Every certificate shall be under the seal and shall specify the shares to
which it relates and the amount paid-up thereon.

 

In respect of any share or shares held jointly by several persons, the
Company shall not be bound to issue more than one certificate, and
delivery of a certificate for a share to one of several joint holders shall
be sufficient delivery to all such holders.

Issue of certificate

Certificate to bear seal

One certificate for shares held
jointly

 

‘A person subscribing to shares offered by the Company shall have the option
either to receive certificates for such shares or hold the shares in a
dematerialized state with a depository. Where a person opts to hold any share
with the depository, the Company shall intimate such depository the details
of allotment of the share to enable the depository to enter in its records the
name of such person as the beneficial owner of that share.

Option to receive share certificate
or hold shares with depository

 

If any share certificate be worn out, defaced, mutilated or torn or if there be
no further space on the back for endorsement of transfer, then upon
production and surrender thereof to the Company, a new certificate may be
issued in lieu thereof, and if any certificate is lost or destroyed then upon
proof thereof to the satisfaction of the Company and on execution of such
indemnity as the Board deems adequate, a new certificate in lieu thereof shall
be given. Every certificate under this Article shall be issued on payment of
twenty rupees for each certificate.

Issue of new certificate in place
of one defaced, lost or destroyed

 

The provisions of the foregoing Articles relating to issue of certificates shall
mutatis mutandis apply to issue of certificates for any other securities
including debentures (except where the Act otherwise requires) of the
Company.

Provisions as to issue of
certificates to apply mutatis
mutandis to debentures, etc.

 

10.

@

2)

(3)

The Company may exercise the powers of paying commissions
conferred by the Act, to any person in connection with the subscription
to its securities, provided that the rate per cent or the amount of the
commission paid or agreed to be paid shall be disclosed in the manner
required by the Act and the Rules.

The rate or amount of the commission shall not exceed the rate or
amount prescribed in the Rules.

The commission may be satisfied by the payment of cash or the
allotment of fully or partly paid shares or partly in the one way and
partly in the other.

Power to pay commission in
connection with securities issued

Rate of commission in
accordance with Rules

Mode of payment of commission

 

 

11.

 

@

If at any time the share capital is divided into different classes of shares,
the rights attached to any class (unless otherwise provided by the terms
of issue of the shares of that class) may, subject to the provisions of the
Act, and whether or not the Company is being wound up, be varied with
the consent in writing, of such number of the holders of the issued
shares of that class, or with the sanction of a resolution passed at a

 

Variation of members’ rights

 

527

 
 

separate meeting of the holders of the shares of that class, as prescribed
by the Act.

(2) To every such separate meeting, the provisions of these Articles relating
to general meetings shall mutatis mutandis apply.

Provisions as to general meetings
to apply mutatis mutandis to each
meeting

 

 

 

 

 

 

 

 

12. The rights conferred upon the holders of the shares of any class issued with | Issue of further shares not to
preferred or other rights shall not, unless otherwise expressly provided by | affect rights of existing members
the terms of issue of the shares of that class, be deemed to be varied by the
creation or issue of further shares ranking pari passu therewith.

13. Subject to the provisions of the Act, the Board shall have the power to issue | Power to issue redeemable
or re-issue preference shares of one or more classes which are liable to be | preference shares
redeemed, or converted to equity shares, on such terms and conditions and
in such manner as determined by the Board in accordance with the Act.

14. (1) The Board or the Company, as the case may be, may, in accordance | Further issue of share capital

with the Act and the Rules, issue further shares to —
(a) Persons who, at the date of offer, are holders of equity shares of
the Company; such offer shall be deemed to include a right
exercisable by the person concerned to renounce the shares offered
to him or any of them in favour of any other person; or
(b) Employees under any scheme of employees’ stock option; or
(©) Any persons, whether or not those persons include the persons
referred to in clause (a) or clause (b) above.
(2) A further issue of shares may be made in any manner whatsoever as the
Board may determine including by way of preferential offer or private | Mode of further issue of shares
placement, subject to and in accordance with the Act and the Rules.
Lien
15. (D) The Company shall have a first and paramount lien — ‘Company’s lien on shares
(a) on every share (not being a fully paid share), for all monies
(whether presently payable or not) called, or payable at a fixed
time, in respect of that share; and
(b)_ onall shares (not being fully paid shares) standing registered in the
name of a member, for all monies presently payable by him or his
estate to the Company:
Provided that the Board may at any time declare any share to be wholly
or in part exempt from the provisions of this clause.
(2) The Company’s lien, if any, on a share shall extend to all dividends or | Lien to extend to dividends, etc.
interest, as the case may be, payable and bonuses declared from time to
time in respect of such shares for any money owing to the Company.
(3) Unless otherwise agreed by the Board, the registration of a transfer of | Waiver of lien in case of
shares shall operate as a waiver of the Company’s lien. registration

16. The Company may sell, in such manner as the Board thinks fit, any shares | As to enforcing lien by sale
on which the Company has a lien:

Provided that no sale shall be made —

(a) unless a sum in respect of which the lien exists is presently payable; or

(b) until the expiration of fourteen days after a notice in writing stating and
demanding payment of such part of the amount in respect of which the
lien exists as is presently payable, has been given to the registered
holder for the time being of the share or to the person entitled thereto
by reason of his death or insolvency or otherwise.

17. (1) To give effect to any such sale, the Board may authorize some person | Validity of sale

 

to transfer the shares sold to the purchaser thereof.

(2). The purchaser shall be registered as the holder of the shares comprised
in any such transfer.

(3) The receipt of the Company for the consideration (if any) given for the
share on the sale thereof shall (subject, if necessary, to execution of an

 

Purchaser to be registered holder

Validity of Company’s receipt

 

528

 
 

instrument of transfer or a transfer by relevant system, as the case may
be) constitute a good title to the share and the purchaser shall be
registered as the holder of the share.

 

 

 

 

 

 

 

 

 

 

 

(4) The purchaser shall not be bound to see to the application of the
purchase money, nor shall his title to the shares be affected by any
irregularity or invalidity in the proceedings with reference to the sale. Purchaser not affected
18. (1) The proceeds of the sale shall be received by the Company and applied | Application of proceeds of sale
in payment of such part of the amount in respect of which the lien exists
as is presently payable.
(2) The residue, if any, shall, subject to a like lien for sums not presently | Payment of residual money
payable as existed upon the shares before the sale, be paid to the person
entitled to the shares at the date of the sale.
19. In exercising its lien, the Company shall be entitled to treat the registered | Outsider’s lien not to affect
holder of any share as the absolute owner thereof and accordingly shall not | Company’s lien
(except as ordered by a court of competent jurisdiction or unless required by
any statute) be bound to recognize any equitable or other claim to, or interest
in, such share on the part of any other person, whether a creditor of the
registered holder or otherwise. The Company’s lien shall prevail
notwithstanding that it has received notice of any such claim.
20. The provisions of these Articles relating to lien shall mutatis mutandis apply | Provisions as to lien to apply
to any other securities including debentures of the Company. mutatis mutandis to debentures,
etc.
Calls on shares
21. ()) The Board may, from time to time, make calls upon the members in | Board may make calls
respect of any monies unpaid on their shares (whether on account of the
nominal value of the shares or by way of premium) and not by the
conditions of allotment thereof made payable at fixed times.
(2) Each member shall, subject to receiving at least fourteen days’ notice
specifying the time or times and place of payment, pay to the Company, | Notice of call
at the time or times and place so specified, the amount called on his
shares.
(3) The Board may, from time to time, at its discretion, extend the time
fixed for the payment of any call-in respect of one or more members as | Board may extend time for
the Board may deem appropriate in any circumstances. payment
(4) A call may be revoked or postponed at the discretion of the Board. Revocation or postponement of
call
22. A call shall be deemed to have been made at the time when the resolution of | Call to take effect from date of
the Board authorizing the call was passed and may be required to be paid by | resolution
instalments.
23. The joint holders of a share shall be jointly and severally liable to pay all | Liability of joint holders of
calls in respect thereof. shares
24. (1) Ifa sum called in respect of a share is not paid before or on the day | When interest. on call or
appointed for payment thereof (the “due date”), the person from whom | instalment payable
the sum is due shall pay interest thereon from the due date to the time
of actual payment at such rate as may be fixed by the Board.
(2) The Board shall be at liberty to waive payment of any such interest | Board may waive interest
wholly or in part.
25. (@ Any sum which by the terms of issue of a share becomes payable on | Sums deemed to be calls
allotment or at any fixed date, whether on account of the nominal value
of the share or by way of premium, shall, for the purposes of these
Articles, be deemed to.be a call duly made and payable on the date on
which by the terms of issue such sum becomes payable.
(2) Incase of non-payment of such sum, all the relevant provisions of these | Effect of non-payment of sums
Articles as to payment of interest and expenses, forfeiture or otherwise
shall apply as if such sum had become payable by virtue of a call duly
made and notified.
26. The Board — Payment in anticipation of calls

 

 

may carry interest

 

529

 
 

(a)_may, if it thinks fit, receive from any member willing to advance the
same, all or any part of the monies uncalled and unpaid upon any shares
held by him; and

(b) upon all or any of the monies so advanced, may (until the same would,
but for such advance, become presently payable) pay interest at such
rate as may be fixed by the Board. Nothing contained in this clause shall
confer on the member (a) any right to participate in profits or dividends
or (b) any voting rights in respect of the moneys so paid by him until
the same would, but for such payment, become presently payable by
him.

 

 

 

 

 

 

 

 

 

 

27. If by the conditions of allotment of any shares, the whole or part of the | Instalments on shares to be duly
amount of issue price thereof shall be payable by instalments, then every | paid
such instalment shall, when due, be paid to the Company by the person who,
for the time being and from time to time, is or shall be the registered holder
of the share or the legal representative of a deceased registered holder.
28. All calls shall be made on a uniform basis on all shares falling under the | Calls on shares of same class to
same class. be on uniform basis
Explanation: Shares of the same nominal value on which different amounts
have been paid-up shall not be deemed to fall under the same class.
29. Neither a judgement nor a decree in favour of the Company for calls or other | Partial payment not to preclude
moneys due in respect of any shares nor any part payment or satisfaction | forfeiture
thereof nor the receipt by the Company of a portion of any money which
shall from time to time be due from any member in respect of any shares
either by way of principal or interest nor any indulgence granted by the
Company in respect of payment of any such money shall preclude the
forfeiture of such shares as herein provided.
30. The provisions of these Articles relating to calls shall mutatis mutandis apply | Provisions as to calls to apply
to any other securities including debentures of the Company. mutatis mutandis to debentures,
etc.
Transfer of Shares
31. () The instrument of transfer of any share in the Company shall be duly | Instrument of transfer to be
executed by or on behalf of both the transferor and transferee. executed by transferor and
transferee
(2) The transferor shall be deemed to remain a holder of the share until the
name of the transferee is entered in the register of members in respect
thereof.
32, The Board may, subject to the right of appeal conferred by the Act decline | Board may refuse to register
to register — transfer
(a) the transfer of a share, not being a fully paid share, to a person of whom
they do not approve; or
(b)_any transfer of shares on which the Company has a lien.
33. In case of shares held in physical form, the Board may decline to recognize | Board may decline to recognize
any instrument of transfer unless — instrument of transfer
(a) The instrument of transfer is duly executed and is in the form as
prescribed in the Rules made under the Act;
(b) The instrument of transfer is accompanied by the certificate of the
shares to which it relates, and such other evidence as the Board may
reasonably require to show the right of the transferor to make the
transfer; and
(©)_ The instrument of transfer is in respect of only one class of shares.
34, On giving of previous notice of at least seven days or such lesser period in | Transfer of | shares when

 

accordance with the Act and Rules made thereunder, the registration of
transfers may be suspended at such times and for such periods as the Board
may from time to time determine:

Provided that such registration shall not be suspended for more than thirty
days at any one time or for more than forty-five days in the aggregate in any
year.

 

suspended

 

530

 
 

35.

The provisions of these Articles relating to transfer of shares shall mutatis
mutandis apply to any other securities including debentures of the Company.

Provisions as to transfer of shares
to apply mutatis mutandis to
debentures, etc.

 

Transmission of shares

 

36.

(1) On the death of a member, the survivor or survivors where the member
was a joint holder, and his nominee or nominees or legal representatives
where he was a sole holder, shall be the only persons recognised by the
Company as having any title to his interest in the shares.

(2) Nothing in clause (1) shall release the state of a deceased joint holder
from any liability in respect of any share which had been jointly held
by him with other persons.

Title to shares on death of a
member

Estate of deceased member liable

 

37.

(Any person becoming entitled to a share in consequence of the death or
insolvency of a member may, upon such evidence being produced as
may from time to time properly be required by the Board and subject as
hereinafter provided, elect, either —

(a) to be registered himself as holder of the share; or

(b) to make such transfer of the share as the deceased or insolvent
member could have made.

(2) The Board shall, in either case, have the same right to decline or
suspend registration as it would have had, if the deceased or insolvent
member had transferred the share before his death or insolvency.

(3) The Company shall be fully indemnified by such person from all
liability, if any, by actions taken by the Board to give effect to such
registration or transfer.

Transmission Clause

 

's right unaffected

Indemnity to the Company

 

38.

(i) If the person so becoming entitled shall elect to be registered as holder
of the share himself, he shall deliver or send to the Company a notice
in writing signed by him stating that he so elects.

(2) If the person aforesaid shall elect to transfer the share, he shall testify
his election by executing a transfer of the share.

(3) All the limitations, restrictions and provisions of these regulations
relating to the right to transfer and the registration of transfers of shares
shall be applicable to any such notice or transfer as aforesaid as if the
death or insolvency of the member had not occurred and the notice or
transfer were a transfer signed by that member.

Right to election of holder of
share

Manner of testifying election

Limitations applicable to notice

 

39.

‘A person becoming entitled to a share by reason of the death or insolvency
of the holder shall be entitled to the same dividends and other advantages to
which he would be entitled if he were the registered holder of the share,
except that he shall not, before being registered as a member in respect of
the share, be entitled in respect of it to exercise any right conferred by
membership in relation to meetings of the Company:

Provided that the Board may, at any time, give notice requiring any such
person to elect either to be registered himself or to transfer the share, and if
the notice is not complied with within ninety days, the Board may thereafter
withhold payment of all dividends, bonuses or other monies payable in
respect of the share, until the requirements of the notice have beer complied
with.

Claimant to be entitled to same
advantage

 

40.

‘The provisions of these Articles relating to transmission by operation of law
shall mutatis mutandis apply to any other securities including debentures of
the Company.

Provisions as to transmission to
apply mutatis mutandis to
debentures, etc.

 

Forfeiture of shares

 

 

41.

 

Ifa member fails to pay any call, or instalment of a call or any money due in
respect of any share, on the day appointed for payment thereof, the Board
may, at any time thereafter during such time as any part of the call or
instalment remains unpaid or a judgement or decree in respect thereof
remains unsatisfied in whole or in part, serve a notice on him requiring
payment of so much of the call or instalment or other money as is unpaid,

 

If call or instalment not paid
notice must be given

 

531

 
 

(4) The transferee shall not be bound to see to the application of the
purchase money, if any, nor shall his title to the share be affected by
any irregularity or invalidity in the proceedings in reference to the
forfeiture, sale, re-allotment or disposal of the share.

Transferee to be registered as
holder

Transferee not affected

 

50.

Upon any sale after forfeiture or for enforcing a lien in exercise of the powers
hereinabove given, the Board may, if necessary, appoint some person to
execute an instrument for transfer of the shares sold and cause the
purchaser’s name to be entered in the register of members in respect of the
shares sold and after his name has been entered in the register of members in
respect of such shares the validity of the sale shall not be impeached by any
person.

Validity of sales

 

51.

Upon any sale, re-allotment or other disposal under the provisions of the
preceding Articles, the certificate(s), if any, originally issued in respect of
the relative shares shall (unless the same shall on demand by the Company
has been previously surrendered to it by the defaulting member) stand
cancelled and become null and void and be of no effect, and the Board shall
be entitled to issue a duplicate certificate(s) in respect of the said shares to
the person(s) entitled thereto.

Cancellation of share certificate
in respect of forfeited shares

 

52.

The Board may, subject to the provisions of the Act, accept a surrender of
any share from or by any member desirous of surrendering them on such
terms as they think fit.

Surrender of share certificates

 

53.

The provisions of these Articles as to forfeiture shall apply in the case of
non-payment of any sum which, by the terms of issue of a share, becomes
payable at a fixed time, whether on account of the nominal value of the share
or by way of premium, as if the same had been payable by virtue of a call
duly made and notified.

Sums deemed to be calls

 

54.

The provisions of these Articles relating to forfeiture of shares shall mutatis
mutandis apply to any other securities including debentures of the Company.

Provisions as to forfeiture of
shares to apply mutatis mutandis
to debentures, etc.

 

Alteration of capital

 

55.

Subject to the provisions of the Act, the Company may, by ordinary
resolution —

(a) increase the share capital by such sum, to be divided into shares of such
amount as it thinks expedient;

(b) consolidate and divide all or any of its share capital into shares of larger
amount than its existing shares; Provided that any consolidation and
division which results in changes in the voting percentage of members
shall require applicable approvals under the Act;

(©) convert all or any of its fully paid-up shares into stock, and reconvert that
stock into fully paid-up shares of any denomination;

(d) sub-divide its existing shares or any of them into shares of smaller
amount than is fixed by the memorandum;

(e) cancel any shares which, at the date of the passing of the resolution, have
not been taken or agreed to be taken by any person.

Power to alter share capital

 

 

56.

 

Whether shares are converted into stock:

(a) the holders of stock may transfer the same or any part thereof in the same
manner as, and subject to the same Articles under which, the shares from
which the stock arose might before the conversion have been transferred,
or 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;

(b) the holders of stock shall, according to the amount of stock held by them,
have the same rights, privileges and advantages as regards dividends,
voting at meetings of the Company, and other matters, as if they held the
shares from which the stock arose; but no such privilege or advantage
(except participation in the dividends and profits of the Company and in

 

Shares may be converted into
stock

Right of stockholders

 

533

 
 

together with any interest which may have accrued and all expenses that may
have been incurred by the Company by reason of non-payment.

 

42.

The notice aforesaid shall:

@

(b)

name a further day (not being earlier than the expiry of fourteen days
from the date of service of the notice) on or before which the payment
required by the notice is to be made; and

state that, in the event of non-payment on or before the day so named,
the shares in respect of which the call was made shall be liable to be
forfeited.

Form of notice

 

43.

If the requirements of any such notice as aforesaid are not complied with,
any share in respect of which the notice has been given may, at any time
thereafter, before the payment required by the notice has been made, be
forfeited by a resolution of the Board to that effect.

In default of payment of shares to
be forfeited

 

44,

Neither the receipt by the Company for a portion of any money which may
from time to time be due from any member in respect of his shares, nor any
indulgence that may be granted by the Company in respect of payment of
any such money, shall preclude the Company from thereafter proceeding to
enforce a forfeiture in respect of such shares as herein provided. Such
forfeiture shall include all dividends declared or any other moneys payable
in respect of the forfeited shares and not actually paid before the forfeiture.

Receipt of part amount or grant of
indulgence not to affect forfeiture

 

45.

When any share shall have been so forfeited, notice of the forfeiture shall be
given to the defaulting member and an entry of the forfeiture with the date
thereof, shall forthwith be made in the register of members but no forfeiture
shall be invalidated by any omission or neglect or any failure to give such
notice or make such entry as aforesaid.

Entry of forfeiture in register of
members

 

46.

The forfeiture of a share shall involve extinction at the time of forfeiture, of
all interest in and all claims and demands against the company, in respect of
the share and all other rights incidental to the share.

Effect of forfeiture

 

47.

a

2)

A forfeited share shall be deemed to be the property of the Company
and may be sold or re-allotted or otherwise disposed of either to the
person who was before such forfeiture the holder thereof or entitled
thereto or to any other person on such terms and in such manner as the
Board thinks fit.

At any time before a sale, re-allotment or disposal as aforesaid, the
Board may cancel the forfeiture on such terms as it thinks fit.

Forfeited shares may be sold, etc.

Cancellation of forfeiture

 

48.

@M

Q)

@)

A person whose shares have been forfeited shall cease to be a member
in respect of the forfeited shares, but shall, notwithstanding the
forfeiture, remain liable to pay, and shall pay, to the Company all
monies which, at the date of forfeiture, were presently payable by him
to the Company in respect of the shares;

All such monies payable shall be paid together with interest thereon at
such rate as the Board may determine, from the time of forfeiture until
payment or realization. The Board may, if it thinks fit, but without being
under any obligation to do so, enforce the payment of the whole or any
portion of the monies due, without any allowance for the value of the
shares at the time of forfeiture or waive payment in whole or in part.

The liability of such person shall cease if and when the Company shall
have received payment in full of all such monies in respect of the shares,

Members still liable to pay
money owing at the time of
forfeiture

Members still liable to pay
money owing at time of forfeiture
and interest

Ceaser of liability

 

 

49.

 

a

Q)

@)

A duly verified declaration in writing that the declarant is a director, the
manager or the secretary of the Company, and that a share in the
Company has been duly forfeited on a date stated in the declaration,
shall be conclusive evidence of the facts therein stated as against all
persons claiming to be entitled to the share;

The Company may receive the consideration, if any, given for the share
on any sale, re-allotment or disposal thereof and may execute a transfer
of the share in favour of the person to whom the share is sold or
disposed of;

The transferee shall thereupon be registered as the holder of the share;
and

 

Certificate of forfeiture

Title of purchaser and transferee
of forfeited shares

 

532

 
 

the assets on winding up) shall be conferred by an amount of stock which
would not, if existing in shares, have conferred that privilege or
advantage;

(©) Such of these Articles of the Company as are applicable to paid-up shares
shall apply to stock and the words “share” and ‘shareholder”/“member”
shall include “stock” and “‘stock-holder” respectively.

 

57.

The Company may, by resolution as prescribed by the Act, reduce in any
manner and in accordance with the provisions of the Act and the Rules, -

(a) its share capital; and/or
(b) any capital redemption reserve account; and/or
(© any securities premium account; and/or

(@) any other reserve in the nature of share capital.

Reduction of capital

 

Joint Holders

 

58.

Where two or more persons are registered as joint holders (not more than
three) of any share, they shall be deemed (so far as the Company is
concerned) to hold the same as joint tenants with benefits of survivorship,
subject to the following and other provisions contained in these Articles:

(a) The joint holders of any share shall be liable severally as well as jointly
for and in respect of all calls or instalments and other payments which
ought to be made in respect of such share.

Ib) On the death of any one or more of such joint-holders, the survivor or
survivors shall be the only person or persons recognized by the Company
as having any title to the share but the Directors may require such
evidence of death as they may deem fit, and nothing herein contained
shall be taken to release the estate of a deceased joint-holder from any
liability on shares held by him jointly with any other person.

l(c) Any one of such joint holders may give effectual receipts of any
dividends, interests or other moneys payable in respect of such share.

(d) Only the person whose name stands first in the register of members as
one of the joint-holders of any share shall be entitled to the delivery of
certificate, if any, relating to such share or to receive notice (which term
shall be deemed to include all relevant documents) and any notice served
on or sent to such person shall be deemed service on all the joint-holders.

(e) (i) Any one of two or more joint-holders may vote at any meeting either
personally or by attorney or by proxy in respect of such shares as if he
were solely entitled thereto and if more than one of such joint-holders be
present at any meeting personally or by proxy or by attorney then that
one of such persons so present whose name stands first or higher (as the
case may be) on the register in respect of such shares shall alone be
entitled to vote in respect thereof but the other or others of the joint-
holders shall be entitled to vote in preference to a joint-holder present by
attorney or by proxy although the name of such joint-holder present by
any attorney or proxy stands first or higher (as the case may be) in the
register in respect of such shares.

(ii) Several executors or administrators of a deceased member in
whose (deceased member) sole name any share stands, shall for
the purpose of this clause be deemed joint holders.

(The provisions of these Articles relating to joint holders of shares shall
mutatis mutandis apply to any other securities including debentures of
the Company registered in joint names.

Joint holders

Liability of Joint holders

Death of one or more joint-
holders

Receipt of one sufficient

Delivery of certificate and giving
of notice to first named holder

Vote of joint holders

Executors or administrators as
joint holders

Provisions as to joint holders as
to shares to apply mutatis
mutandis to debentures, etc.

 

Capitalisation of profits

 

 

59.

(1) The Company by ordinary resolution in general meeting may, upon the

 

recommendation of the Board, resolve —

 

Capitalisation

 

534

 
 

(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) below amongst the members who would have
been entitled thereto, if distributed by way of dividend and in the
same proportions.

(2) The sum aforesaid shalll not be paid in cash but shall be applied, subject
to the provision contained in clause (3) below, either in or towards:

(A) paying up any amounts for the time being unpaid on any shares held
by such members respectively;

(B) paying up in full, unissued shares or other securities of the Company
to be allotted and distributed, credited as fully paid-up, to and
amongst such members in the proportions aforesaid;

(©) partly in the way specified in sub-clause(A) and partly in that
specified in sub- clause (B).

(3) A securities premium account and a capital redemption reserve account
or any other permissible reserve account may, for the purposes of this
Article, be applied in the paying up of unissued shares to be issued to
members of the Company as fully paid bonus shares;

(4) The Board shall give effect to the resolution passed by the Company in
pursuance of this Article.

Sum how applied

 

60.

(1) Whenever such a resolution as aforesaid shall have been passed, the
Board shall —

(a) make all appropriations and applications of the amounts resolved
to be capitalized thereby, and all allotments and issues of fully paid
shares or other securities, if any; and

(b) generally do all acts and things required to give effect thereto.

5

(2) The Board shall have power —

(a) to make such provisions, by the issue of fractional
certificates/coupons or by payment in cash or otherwise as it thinks
fit, for the case of shares or other securities becoming distributable
in fractions; and

(b) to authorize any person to enter, on behalf of all the members
entitled thereto, into an agreement with the Company providing
for the allotment to them respectively, credited as fully paid-up, of
any further shares or other securities to which they may be entitled
upon such 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 profits resolved to be
capitalized, of the amount or any part of the amounts remaining
unpaid on their existing shares.

(3) Any agreement made under such authority shall be effective and
binding on such members.

Powers of the Board for

capitalization

Board’s power to issue fractional
certificate/coupon etc.

Agreement members binding on
members

 

Buy-back of shares

 

61.

Notwithstanding anything contained in these Articles but subject to all
applicable provisions of the Act or any other law for the time being in force,
the Company may purchase its own shares or other specified securities,

Buy-back of shares

 

General meetings

 

 

62.

 

‘All general meetings other than annual general meeting shall be called
extraordinary general meeting.

 

Extraordinary general meeting

 

535

 
 

63.

‘The Board may, whenever it thinks fit, call an extraordinary general meeting,

Powers of Board to call
extraordinary general meeting

 

Proceedings at general meetings

 

64.

(1) No business shall be transacted at any general meeting unless a quorum
of members is present at the time when the meeting proceeds to
business.

(2) No business shall be discussed or transacted at any general meeting
except election of Chairperson whilst the chair is vacant.

(3)_ The quorum for a general meeting shall be as provided in the Act.

Presence of Quorum

Business confined to election of
Chairperson whilst chair vacant

Quorum for general meeting

 

65.

‘The Chairperson of the Company shall preside as Chairperson at every
general meeting of the Company.

Chairperson of the meetings

 

66.

If there is no such Chairperson, or if he is not present within fifteen minutes
after the time appointed for holding the meeting or is unwilling to act as
chairperson of the meeting, the directors present shall elect one of their
members to be Chairperson of the meeting.

Directors to elect a Chairperson

 

67.

If at any meeting no director is willing to act as Chairperson or if no director
is present within fifteen minutes after the time appointed for holding the
meeting, the members present shall, by poll or electronically, choose one of
their members to be Chairperson of the meeting.

Members to elect a Chairperson

 

68.

On any business at any general meeting, in case of an equality of votes,
whether on a show of hands or electronically or on a poll, the Chairperson
shall have a second or casting vote.

Casting vote of Chairperson at
general meeting

 

69.

(1) The Company shall cause minutes of the proceedings of every general
meeting of any class of members or creditors and every resolution
passed by postal ballot to be prepared and signed in such manner as may
be prescribed by the Rules and kept by making within thirty days of the
conclusion of every such meeting concerned or passing of resolution by
postal ballot entries thereof in books kept for that purpose with their
pages consecutively numbered.

(2) There shall not be included in the minutes any matter which, in the
opinion of the Chairperson of the meeting-

(a) is, or could reasonably be regarded, as defamatory of any person;
or

(b) is irrelevant or immaterial to the proceedings; or
(©) is detrimental to the interests of the Company.

(3) The Chairperson shall exercise an absolute discretion in regard to the
inclusion or non-inclusion of any matter in the minutes on the grounds

specified in the aforesaid clause.

(4) The minutes of the meeting kept in accordance with the provisions of
the Act shall be evidence of the proceedings recorded therein.

Minutes of proceedings of
meetings and resolutions passed
by postal ballot

Certain matters not to be included
in Minutes

Discretion of Chairperson in
relation to Minutes

Minutes to be evidence

 

 

70.

 

(1) The books containing the minutes of the proceedings of any general
meeting of the Company or a resolution passed by postal ballot shall;

(a) be kept at the registered office of the Company; and

(b) be open to inspection of any member without charge, during 11.00 a.m.
to 1.00 p.m. on all working days other than Saturdays.

(2) Any member shall be entitled to be furnished, within the time prescribed
by the Act, after he has made a request in writing in that behalf to the
Company and on payment of such fees as may be fixed by the Board,
with a copy of any minutes referred to in clause (1) above.

 

Inspection of minute books of
general meeting

Members may obtain copy of
minutes

 

536

 
 

71.

The Board, and also any person(s) authorised by it, may take any action
before the commencement of any general meeting, or any meeting of a class
of members in the Company, which they may think fit to ensure the security
of the meeting, the safety of people attending the meeting, and the future
orderly conduct of the meeting. Any decision made in good faith under this
Article shall be final, and rights to attend and participate in the meeting
concerned shall be subject to such decision.

Powers to arrange security at
meetings

 

‘Adjournment of meeting

 

72.

(1) The Chairperson may, suo motu, adjourn the meeting from time to time
and from place to place.

(2) No business shall be transacted at any adjourned meeting other than the
business left unfinished at the meeting from which the adjournment
took place.

(3) 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.

(4) Save as aforesaid, and save as provided in 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.

Chairperson may adjourn the
meeting

Business at adjourned meeting

Notice of adjourned meeting

Notice of adjourned meeting not
required

 

Voting rights

 

73.

Subject to any rights or restrictions for the time being attached to any class
or classes of shares —

(a) ona show of hands, every member present in person shall have
one vote; and

(b)_ ona poll, the voting rights of members shall be in proportion to his
share in the paid-up equity share capital of the company.

Entitlement to vote on show of
hands and on poll

 

74,

A member may exercise his vote at a meeting by electronic means in
accordance with the Act and shall vote only once.

Voting through electronic means

 

75.

(1)_ 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.

(2). For this purpose, seniority shall be determined by the order in which the
names stand in the register of members.

Vote of joint holders

Seniority of names

 

76.

A member of unsound mind, or in respect of whom an order has been made
by any court having jurisdiction in lunacy, may vote, whether on a show of
hands or on a poll, by his committee or other legal guardian, and any such
committee or guardian may, on a poll, vote by proxy. If any member be a
minor, the vote in respect of his share or shares shall be by his guardian or
any one of his guardians.

How members non compos
mentis and minor may vote

 

77,

Subject to the provisions of the Act and other provisions of these Articles,
any person entitled under the Transmission Clause to any shares may vote at
any general meeting in respect thereof as if he was the registered holder of
such shares, provided that at least 48 (forty eight) hours before the time of
holding the meeting or adjourned meeting, as the case may be, at which he
proposes to vote, he shall duly satisfy the Board of his right to such shares
unless the Board shall have previously admitted his right to vote at such
meeting in respect thereof.

Votes in respect of shares of
deceased or insolvent members,
etc.

 

78.

‘Any business other than that upon which a poll has been demanded may be
proceeded with, pending the taking of the poll.

Business may proceed pending
poll

 

79.

No member shall be entitled to vote at any general meeting unless all calls
or other turns presently payable by him in respect of shares in the Company
have been paid or in regard to which the Company has exercised any right
of lien.

Restriction on voting rights

 

80.

‘A member is not prohibited from exercising his voting on the ground that he
has not held his share or other interest in the Company for any specified
period preceding the date on which the vote is taken, or on any other ground
not being a ground set out in the preceding Article.

Restriction on exercise of voting
rights in other cases to be void

 

 

81.

 

‘Any member whose name is entered in the register of members of the
Company shall enjoy the same rights and be subject to the same liabilities as
all other members of the same class.

 

Equal rights of members

 

537

 
 

90.

(1) The Board may appoint an alternate director to act for a director
(hereinafter in this Article called “the Original Director”) during his
absence for a period of not less than three months from India. No person
shall be appointed as an alternate director for an independent director
unless he is qualified to be appointed as an independent director under
the provisions of the Act.

(2) Analternate director shall not hold office for a period longer than that
permissible to the Original Director in whose place he has been
appointed and shalll vacate the office if and when the Original Director
returns to India.

(3) If the term of office of the Original Director is determined before he
returns to India the automatic reappointment of retiring directors in
default of another appointment shall apply to the Original Director and
not to the alternate director.

Appointment of alternate director

Duration of office of alternate

director

Re-appointment provisions
applicable to Original Director

 

91.

(i) 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, the resulting casual vacancy may be filled by the Board of
Directors at a meeting of the Board.

(2) The director so appointed 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.

Appointment of director to fill a
casual vacancy

Duration of office of Director
appointed to fill casual vacancy

 

Powers of Board

 

92.

‘The management of the business of the Company shall be vested in the Board
and the Board may exercise all such powers, and do all such acts and things,
as the Company is by the memorandum of association or otherwise
authorized to exercise and do, and, not hereby or by the statute or otherwise
directed or required to be exercised or done by the Company in general
meeting but subject nevertheless to the provisions of the Act and other laws
and of the memorandum of association and these Articles and to any
regulations, not being inconsistent with the memorandum of association and
these Articles or the Act, from time to time made by the Company in general
meeting provided that no such regulation shall invalidate any prior act of the
Board which would have been valid if such regulation had not been made.

General powers of the Company
vested in Board

 

Proceedings of the Board

 

93.

()_ The Board of Directors may meet for the conduct of business, adjourn
and otherwise regulate its meetings, as it thinks fit.

(2). The Chairperson or Managing Director or any one Director with the
previous consent of the Chairperson or Managing Director may, or the
company secretary on the direction of the Chairperson or Managing
Director shall, at any time, summon a meeting of the Board.

(3) The quorum for a Board meeting shall be as provided in the Act.

(4) The participation of directors in a meeting of the Board may be either
in person or through video conferencing or audio-visual means or
teleconferencing, as may be prescribed by the Rules or permitted under
law.

When meeting to be convened

Who may Board

meeting

summon.

Quorum for Board meetings

Participation at Board meetings

 

94,

(1) Save as otherwise expressly provided in the Act, questions arising at
any meeting of the Board shall be decided by a majority of votes

(2) In case of an equality of votes, the Chairperson of the Board, if any,
shall have a second or casting vote.

Questions at Board meeting how
decided

Casting vote of Chairperson at
Board meeting

 

95.

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.

Directors not to act when number
falls below minimum

 

 

96.

 

(1) The Chairperson of the Company shall be the Chairperson at meetings
of the Board. In his absence, the Board may elect a Chairperson of its
meetings and determine the period for which he is to hold office.

 

Who to preside at meetings of the
Board

 

539

 
 

Proxy

 

82.

a

Q)

Any member entitled to attend and vote at a general meeting may do so
either personally or through his constituted attorney or through another
person as a proxy on his behalf, for that meeting.

The instrument appointing a proxy and the power-of-attorney or other
authority, if any, under which it is signed or a notarized copy of that
power or authority, shall be deposited at the registered office of the
Company not less than 48 hours before the time for holding the meeting
or adjourned meeting at which the person named in the instrument
proposes to vote, and in default the instrument of proxy shall not be
treated as valid.

Member may vote in person or
otherwise

Proxies when to be deposited

 

83.

An instrument appointing a proxy shall be in the form as prescribed in the
Rules.

Form of proxy

 

84.

A vote given in accordance with the terms of an instrument of proxy shall be
valid, notwithstanding the previous death or insanity of the principal or the
revocation of the proxy or of the authority under which the proxy was
executed, or the transfer of the shares in respect of which the proxy is given:

Provided that no intimation in writing of such death, insanity, revocation or
transfer shall have been received by the Company at its office before the
commencement of the meeting or adjourned meeting at which the proxy is
used.

Proxy to be valid
notwithstanding death of the
principal

 

Board of Directors

 

85.

Unless otherwise determined by the Company in general meeting, the
number of directors shall not be less than 3 (three) and shall not be more than
14 (fourteen).

Board of Directors

 

86.

a

Q)

Managing Director and Independent Director shall be director not be
liable to retire by rotation. The Board shall have the power to determine
the directors whose period of office is or is not liable to determination
by retirement of directors by rotation.

The same individual may, at the same time, be appointed as the
Chairperson of the Company as well as the Managing Director or Chief
Executive Officer of the Company.

Directors not liable to retire by
rotation

Same individual may be
Chairperson and Managing
Director/ Chief Executive Officer

 

87.

a

2)

@)

The remuneration of the directors shall, in so far as it consists of a
monthly payment, be deemed to accrue from day-to-day.

The remuneration payable to the directors, including any managing or
whole-time director or manager, if any, shall be determined in
accordance with and subject to the provisions of the Act by an ordinary
resolution passed by the Company in general meeting.

In addition to the remuneration payable to them in pursuance of the Act,
the directors may be paid all travelling, hotel and other expenses
properly incurred by them —

(a) in attending and returning from meetings of the Board of Directors
or any committee thereof or general meetings of the Company; or

(b) in connection with the business of the Company.

Remuneration of directors

Remuneration to
members’ consent

require

Travelling and other expenses

 

88.

‘All cheques, promissory notes, drafts, hundis bills of exchange and other
negotiable instruments, and all receipts for monies paid to the Company,
shall be signed, drawn, accepted, endorsed, or otherwise executed, as the
case may be, by such person and in such manner as the Board shall from time
to time by resolution determine.

Execution of
instruments

negotiable

 

 

89.

 

@

Q)

Subject to the provisions of the Act, the Board shall have power at any
time, and from time to time, to appoint a person as an additional
director, provided the number of the directors and additional directors
together shall not at any time exceed the maximum strength fixed for
the Board by the Articles.

Such person shall hold office only up to the date of the next annual
general meeting of the Company but shall be eligible for appointment
by the Company as a director at that meeting subject to the provisions
of the Act.

 

‘Appointment of additional

directors

Duration of office of additional
director

 

538

 
 

(2) If no such Chairperson is elected, or if at any meeting the Chairperson
is not present within fifteen minutes after the time appointed for holding
the meeting, the directors present may choose one of their number to be
Chairperson of the meeting.

Directors to elect a Chairperson

 

 

 

 

 

 

 

 

 

 

97. (1) The Board may, subject to the provisions of the Act, delegate any of its | Delegation of powers
powers to Committees consisting of such member or members of its
body as it thinks fit.
(2) Any Committee so formed shall, in the exercise of the powers so | Committee to conform to Board
delegated, conform to any regulations that may be imposed on it by the | regulations
Board.
(3) The participation of directors in a meeting of the Committee may be | Participation at Committee
either in person or through video conferencing or audio-visual means | meetings
or teleconferencing, as may be prescribed by the Rules or permitted
under law.
98. (1) A Committee may elect a Chairperson of its meetings unless the Board, | Chairperson of Committee
while constituting a Committee, has appointed a Chairperson of such
Committee.
(2) If no such Chairperson is elected, or if at any meeting the Chairperson | Who to preside at meetings of
is not present within fifteen minutes after the time appointed for holding | Committee
the meeting, the members present may choose one of their members to
be Chairperson of the meeting.
99. (1) A Committee may meet and adjourn as it thinks fit. Committee to meet
(2) Questions arising at any meeting of a Committee shall be determined | Questions at Committee meeting
by a majority of votes of the members present. how decided
(3) In case of an equality of votes, the Chairperson of the Committee shall
have a second or casting vote. Casting vote of Chairperson at
Committee meeting
100. All acts done in any meeting of the Board or of a Committee thereof or by | Acts of Board or Committee
any person acting as a director, shall, notwithstanding that it may be | valid notwithstanding defect of
afterwards discovered that there was some defect in the appointment of any | appointment
one or more of such directors or of any person acting as aforesaid, or that
they or any of them were disqualified or that his or their appointment had
terminated, be as valid as if every such director or such person had been duly
appointed and was qualified to be a director.
101. | Save as otherwise expressly provided in the Act, a resolution in writing, | Passing of circulation resolution
signed, whether manually or by secure electronic mode, by a majority of the | by circulation
members of the Board or of a Committee thereof, for the time being entitled
to receive notice of a meeting of the Board or Committee, shall be valid and
effective as if it had been passed at a meeting of the Board or Committee,
duly convened and held.
Chief Executive Officer, Manager, Company Secretary and Chief Financial Officer
102. (a) Subject to the provisions of the Act, -
A chief executive officer, manager, company secretary and chief | Chief Executive Officer, etc.
financial officer may be appointed by the Board for such term, at such
remuneration and upon such conditions as it may think fit; and any chief
executive officer, manager, company secretary and chief financial
officer so appointed may be removed by means of a resolution of the
Board; the Board may appoint one or more chief executive officers for
its multiple businesses.
(b) A director may be appointed as chief executive officer, manager, | Director may be chief executive
company secretary or chief financial officer. officer, etc.
Registers
103. The Company shall keep and maintain at its registered office all statutory | Statutory registers

 

registers namely, register of charges, register of members, register of
debenture holders, register of any other security holders, the register and
index of beneficial owners and annual return, register of loans, guarantees,

 

 

540

 
 

security and acquisitions, register of investments not held in its own name
and register of contracts and arrangements for such duration as the Board
may, unless otherwise prescribed, decide, and in such manner and containing
such particulars as prescribed by the Act and the Rules. The registers and
copies of annual return shall be open for inspection during 11.00 a.m. to 1.00
p.m. on all working days, other than Saturdays, at the registered office of the
Company by the persons entitled thereto on payment, where required, of
such fees as may be fixed by the Board but not exceeding the limits
prescribed by the Rules.

 

104.

(a)

(b)

The Company may exercise the powers conferred on it by the Act with
regard to the keeping of a foreign register; and the Board may (subject
to the provisions of the Act) make and vary such regulations as it may
think fit respecting the Foreign register keeping of any such register.

The foreign register shall be open for inspection and may be closed, and
extracts may be taken therefrom and copies thereof may be required, in
the same manner, mutatis mutandis, as is applicable to the register of
members.

Foreign Register

 

The Seal

 

105.

a
Q)

The Board shall provide for the safe custody of the seal.

The seal of the Company shall not be affixed to any instrument except
by the authority of a resolution of the Board or of a Committee of the
Board authorised by it in that behalf, and except in the presence of at
least one director and countersigned by the secretary or such other
person as the Board or a Committee thereof may authorise for the
purpose; and such director and the secretary or other person aforesaid
shall sign every instrument to which the seal of the Company is so
affixed in their presence.

The seal, its custody and use

Affixation of seal

 

Dividends and Reserve

 

106.

The Company in general meeting may declare dividends, but no dividend
shall exceed the amount recommended by the Board but the Company in
general meeting may declare a lesser dividend

Company in general meeting
may declare dividend.

 

107.

Subject to the provisions of the Act, the Board may from time to time pay to
the members such interim dividends of such amount on such class of shares
and at such times as it may think fit.

Interim dividends

 

108.

@

2)

The Board may, before recommending any dividend, set aside out of
the profits of the Company such sums as it thinks fit as a reserve or
reserves which shall, at the discretion of the Board, be applied for any
purpose to which the profits of the Company may be properly applied,
including provision for meeting contingencies or for 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, think fit.

The Board may also carry forward any profits which it may consider
necessary not to divide, without setting them aside as a reserve.

Dividends only to be paid out of
profits

Carry forward of profits

 

109.

@M

Q)

@)

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.

No amount paid or credited as paid on a share in advance of calls shall
be treated for the purposes of this Article as paid on the share.

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.

Division of profits

Payments in advance

Dividends to be apportioned

 

 

110.

 

a

The Board may deduct from any dividend payable to any member all
sums of money, if any, presently payable by him to the Company on
account of calls or otherwise in relation to the shares of the Company.

 

No member to receive dividend
whilst indebted to the Company

 

541

 
 

(2) The Board may retain dividends payable upon shares in respect of
which any person is under the Transmission Clause hereinbefore
contained, entitled to become a member, until such person shall become
a member in respect of such shares.

and Company's’ right to
reimbursement therefrom
Retention of dividends

 

111.

(1) Any dividend, interest or other monies payable in cash in respect of
shares may be paid by electronic mode or by cheque or warrant sent
through the post directed to the registered address of the holder or, in
the case of joint holders, to the registered address of that one of the joint
holders who is first named on the register of members, or to such person
and to such address as the holder or joint holders may in writing direct.

(2) Every such cheque or warrant shall be made payable to the order of the
h ch shall b di bli the order of the
person to whom it is sent

(3) Payment in any way whatsoever shall be made at the risk of the person
entitled to the money paid or to be paid. The Company will not be
responsible for a payment which is lost or delayed. The Company will
be deemed to having made a payment and received a good discharge
for it if a payment using any of the foregoing permissible means is
made.

Dividend how remitted

Instrument of payment

Discharge to Company

 

112.

‘Any one of two or more joint holders of a share may give effective receipts
for any dividends, bonuses or other monies payable in respect of such share

Receipt of one holder sufficient

 

113.

No dividend shall bear interest against the Company.

No interest on dividends

 

114.

The waiver in whole or in part of any dividend on any share by any document
(whether or not under seal) shall be effective only if such document is signed
by the member (or the person entitled to the share in consequence of the
death or bankruptcy of the holder) and delivered to the Company and if or
the extent that the same is accepted as such or acted upon by the Board.

Waiver of dividends

 

Accounts

 

115.

(1) The books of account and books and papers of the Company, or any of
them, shall be open to the inspection of directors in accordance with the
applicable provisions of the Act and the Rules.

(2) No member (not being a director) shall have any right of inspecting any
books of account or books and papers or document of the Company
except as conferred by law or authorised by the Board.

Inspection of Directors

Restriction on inspection by
members

 

Winding up

 

116.

Subject to the applicable provisions of the Act and the Rules made
thereunder —

(a) If the Company shall be wound up, the liquidator may, with the
sanction of a special resolution of the Company and any other
sanction required by the Act, divide amongst the members, in
specie or kind, the whole or any part of the assets of the Company,
whether they shall consist of property of the same kind or not.

(b) For the purpose aforesaid, the liquidator may set such value as he
deems fair upon any property to be divided as aforesaid and may
determine how such division shall be carried out as between the
members or different classes of members.

(©) 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.

Winding up of Company

 

Indemnity and Insurance

 

 

117.

 

(a) Subject to the provisions of the Act, every director, managing director,
whole-time director, manager, company secretary, chief financial
officer and other officer of the Company shall be indemnified by the
Company out of the funds of the Company, to pay all costs, losses and
expenses (including travelling expense) which such director, manager,
company secretary, chief financial officer and officer may incur or
become liable for by reason of any contract entered into or act or deed
done by him in his capacity as such director, manager, company

 

Directors and officers right to
indemnity

 

542

 
 

(b)

3)

secretary, chief financial officer or officer or in any way in the discharge
of his duties in such capacity including expenses.

Subject as aforesaid, every director, managing director, manager,
company secretary, chief financial officer or other officer of the
Company shall be indemnified against any liability incurred by him in
defending any proceedings, whether civil or criminal in which
judgement is given in his favour or in which he is acquitted or
discharged or in connection with any application under applicable
provisions of the Act in which relief is given to him by the Court.

The Company may take and maintain any insurance as the Board may
think fit on behalf of its present and/or former directors and key
managerial personnel for indemnifying all or any of them against any
liability for any acts in relation to the Company for which they may be
liable but have acted honestly and reasonably.

 

General Power

 

 

118.

 

Wherever in the Act, it has been provided that the Company shall have any
right, privilege or authority or that the Company could carry out any
transaction only if the Company is so authorized by its articles, then and in
that case this Article authorizes and empowers the Company to have such
rights, privileges or authorities and to carry such transactions as have been
permitted by the Act, without there being any specific Article in that behalf
herein provided,

 

General Power

 

543

 
SECTION IX - OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following documents and 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), which
are or may be deemed material will be attached to the copy of this Prospectus and the Prospectus which will be
filed with the RoC. Copies of the abovementioned contracts and also the documents for inspection referred to
hereunder, may be inspected at the Registered Office between 10 a.m. and 5 p.m. on all Working Days and are
also available at the following web-link
at http://ruchisoya.com/document_shareholder/Material_Contracts___Material_Documents.pdf from the date of
this Prospectus until the Bid/ Issue Closing Date.

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 and other applicable law.

A. Material Contracts for the Issue

1. Issue Agreement dated June 12, 2021 entered into between our Company and the BRLMs.

2. Registrar Agreement dated June 11, 2021 entered into between our Company and the Registrar to the Issue.

3. Cash Escrow and Sponsor Banks Agreement dated March 11, 2022 entered into between our Company, the
Registrar to the Issue, the BRLMs, the Syndicate Members and the Banker(s) to the Issue.

4. Syndicate Agreement dated March 11, 2022 entered into between our Company, the BRLMs, the Syndicate
Members and the Registrar to the Issue.

5. Underwriting Agreement dated March 31, 2022 entered into between our Company and the Underwriters.
6. Monitoring Agency Agreement dated March 11, 2022 between our Company and Monitoring Agency.
B. Material Documents

1. Certified copies of the Memorandum of Association and Articles of Association of our Company, as
amended from time to time.

2. Certificate of incorporation dated January 6, 1986 and certificate for commencement of business dated
January 14, 1986.

3. Order of the National Company Law Tribunal, Mumbai dated July 24, 2019 and September 4, 2019.

4. Resolution of the Board of Directors dated November 10, 2020 and June 9, 2021 in relation to the Issue and
other related matters.

5. Memorandums of Understandings dated December 9, 2019 and November 25, 2019 between Patanjali
Ayurved Limited, Patanjali Parivahan Private Limited, Divya Yog Mandir Trust and Patanjali Gramudyog
Nyas and Ashav Advisory LLP.

6. Scheme of amalgamation sanctioned by the High Court of Bombay dated June 16, 2006, of Aneja Solvex
Limited, Ruchi Credit Corporation Limited with our Company.

7. Scheme of amalgamation sanctioned by the High Court of Bombay dated June 30, 2006, of Anik Industries
Limited, General Foods Limited, Madhya Pradesh Glychem Industries Limited, Ruchi Health Foods
Limited, Ruchi Private Limited, Nutrela Marketing Private Limited with our Company.

8. Scheme of amalgamation sanctioned by the High Court of Bombay dated November 17, 2006, of Param
Industries Limited and our Company.

544
10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

22.

23.

24.

25.

26.

27.

Scheme of amalgamation sanctioned by the High Court of Bombay on May 7, 2010, of Mac Oil Palm Limited
and our Company.

Scheme of amalgamation sanctioned by the High Court of Bombay on July 9, 2010, of Palm Tech India
Limited and our Company.

Scheme of amalgamation sanctioned by the High Court of Bombay on December 16, 2010 of Sunshine
Oleochem Limited and our Company.

Resolution of the Shareholders of our Company dated December 21, 2020 approving the Issue.
Resolution of the Issue Committee dated June 12, 2021, approving the Draft Red Herring Prospectus.
Resolution of the Board of Directors dated March 10, 2022, approving the Red Herring Prospectus.
Resolution of the Issue Committee dated Mach 11, 2022, approving the Red Herring Prospectus.

Consent letter dated January 4, 2022, from Technopak Advisors Private Limited to rely on and reproduce
part or whole of the Technopak Report and include their name in the Red Herring Prospectus.

Industry report titled ‘Report on Indian Packaged Food Industry’ dated January 3, 2022, prepared by
Technopak Advisors Private Limited.

Consent dated March 11, 2022 from the Statutory Auditors namely, Chaturvedi & Shah LLP, Chartered
Accountants, to include its name in the Red Herring Prospectus and as an “expert” as defined under Section
2(38) of the Companies Act, 2013 to the extent and in its capacity as a statutory auditor, in respect of its
examination report on the Restated Financial Statements dated January 7, 2022 and the Statement of Special
Tax Benefits dated March 11, 2022, included in the Red Herring Prospectus.

Examination report dated January 7, 2022, of our Statutory Auditors on the Restated Financial Statements,
included in the Red Herring Prospectus.

The statement of possible special tax benefits (in relation to direct tax laws) dated March 11, 2022, from the
Statutory Auditors.

The statement of special tax benefits (in relation to indirect tax laws) dated March 11, 2022, from GMJ &
Co, Chartered Accountants.

Copies of annual reports of our Company for the preceding three Fiscals.

Consent of the Directors, BRLMs, Syndicate Members, legal counsel to the Promoters of our Company, the
legal counsel to the Company, the legal counsel to the Book Running Lead Managers, Co-Manager to the
Issue, legal counsel to the Promoters and Advisor to our Company, Registrar to the Issue, Banker(s) to the
Issue, Banker to our Company, Company Secretary and Compliance Officer, Chief Financial Officer, as
referred to in their specific capacities.

Our Company has received written consent from Mahesh Agrawal & Associates, Chartered Engineer, to
include their name as an “expert” as defined under Section 2(38) of the Companies Act, 2013 to the extent
and in his capacity as an independent chartered engineer with respect to the certificates issued by him in
relation to: (i) the details of manufacturing facilities of our Company, including installed capacity, capacity
utilisation and proposed capacity and (ii) manufacturing capabilities of our Company;

Tripartite agreement dated May 15, 2003, among our Company, CDSL and the Registrar to the Company.
Tripartite agreement dated June 30, 2003, among our Company, NSDL and the Registrar to the Company.

Business transfer agreement executed between our Company and Patanjali Natural Biscuits Private Limited
dated May 11, 2021.
28.

29.

30.

31.

32.

33.

34.

35.

36.

37.

38.

39.

40.

41.

42.

43.

44,

45.

46.

47.

48.

49.

Biscuits Brand License Agreement between Patanjali Ayurved Limited and our Company dated May 11,
2021.

Take or Pay agreement executed between our Company, Patanjali Ayurved Limited and SBICAP Trustee
Company Limited dated January 17, 2020 (“Take or Pay Agreement”) and the First supplemental and
amendment agreement to the Take or Pay Agreement dated July 21, 2020.

Nutraceuticals Brand License Agreement executed between Patanjali Ayurved Limited and our Company
dated June 2, 2021.

Addendum to the Nutraceuticals Brand License Agreement executed between Patanjali Ayurved Limited
and our Company dated June 29, 2021.

Addendum Agreement to the Nutraceuticals Brand License Agreement executed between Patanjali Ayurved
Limited and our Company dated February 15, 2022.

Breakfast Cereals and Noodles Brand License Agreement executed between Patanjali Ayurved Limited and
our Company dated June 2, 2021.

Contract Manufacturing Agreement executed between our Company and Patanjali Ayurved Limited dated
June 2, 2021.

Addendum to the Contract Manufacturing Agreement executed between Patanjali Ayurved Limited and our
Company dated June 29, 2021.

Second Addendum to the Contract Manufacturing Agreement executed between Patanjali Ayurved Limited
and our Company dated August 14, 2021.

Third Addendum to Contract Manufacturing Agreement executed between Patanjali Ayurved Limited and
our Company dated February 15, 2022.

Distributor Agreement executed between our Company and Patanjali Ayurved Limited dated June 2, 2021.

Edible Oil Brand License Agreement executed between Patanjali Ayurved Limited and our Company dated
June 29, 2021.

Super distributor agreement executed between Patanjali Ayurved Limited and our Company dated June 29,
2021.

Super distributor agreement executed between Divya Pharmacy and our Company dated June 29, 2021.

Purchase Agreement executed between Patanjali Ayurved Limited and our Company dated December 24,
2021.

Letters by Ashav Advisory LLP in relation to this Issue dated July 23, 2021, July 27, 2021, July 30, 2021,
August 12, 2021 and September 3, 2021.

SEBI warning letter no. SEBI/HO/CFD/DIL I/OW/2021/26435/1 dated September 30, 2021.
SEBI letter no. SEBI/HO/CFD/DIL2/P/OW/2022/12862/1 dated March 28, 2022.

Due diligence certificate dated June 12, 2021, addressed to SEBI from the BRLMs.
In-principle listing approvals both dated July 5, 2021 issued by BSE and NSE, respectively.
SEBI observation letter no. SEBI/HO/CFD/DIL2/P/OW/2021/19622/1 dated August 13, 2021.

Resolution of the Board of Directors dated March 31, 2022, approving the Prospectus.

546
ANNEXURE I
LIMITED REVIEW FINANCIAL RESULTS

[The remainder of this page has been intentionally left blank]
 

CHATURVEDI =" SHAHw

Chartered Accountants

Based on our review conducted as above, nothing has come to our attention that causes us
to believe that the accompanying statement of standalone unaudited financial results,
prepared in accordance with the applicable accounting standards and other recognized
accounting practices and policies has not disclosed the information required to be
disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, including the manner in which it is to be
disclosed, or that it contains any material misstatement.

For Chaturvedi & Shah LLP
Chartered Accountants
Registration No. 101720W/ W100355

elite
fo

Vijay Napawaliya
Partner
Membership No. 109859

 

UDIN: 22109859ABVJTE2372

Place: Mumbai
Date: 13" February, 2022

Continuation sheet...
 

CHATURVEDI |” SHAH.

Chartered Accountants

Independent Auditor’s Review Report on Standalone Unaudited Financial Results
of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015

To,

The Board of Directors of
Ruchi Soya Industries Limited

1. We have reviewed the accompanying statement of standalone unaudited financial results
of Ruchi Soya Industries Limited (“the Company”) for the quarter and nine
months ended 31% December, 2021 (“the statement”), attached herewith, being submitted
by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“ the Regulation”), as
amended.

2. This statement, which is the responsibility of the Company’s management and approved
by the Company’s Board of Directors, has been prepared in accordance with the
recognition and measurement principles laid down in Indian Accounting Standard 34,
Interim Financial Reporting (Ind AS 34) as prescribed under section 133 of the Companies
Act, 2013 read with relevant rules issued thereunder and other accounting principles
generally accepted in India. Our responsibility is to issue a report on the statement based
on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review
Engagement (SRE) 2410, “Review of Interim Financial Information Performed by the
Independent Auditor of the Entity” issued by the Institute of Chartered Accountants of
India. This standard requires that we plan and perform the review to obtain moderate
assurance as to whether the statement is free of material misstatement. A review is limited
primarily to inquiries of Company personnel and an analytical procedure applied to
financial data and thus provides less assurance than an audit. We have not performed an
audit and accordingly, we do not express an audit opinion.

 

Head Office: 714-715, Tulsiani Chambers, 212, Nariman Point, Mumbai - 400 021, India. Tel : +91 22 3021 8500 » Fax :+91 22 3021 8595
URL : www.cas.ind.in

Branch : Bengaluru
ended 31.12.2020

[—Gnauattes) | cauaeeny (unawares) | “CUnawciteay —[ awsteed |
Revenue from operations

628,046.08 599,503.23 446,532.45 1,148,012.65 Lee
Other Income 2,073.83 1,596.40 1,027.27 : Soh) 297.71
Total income (I+II) 630,119.91 601,099.63 447,559.72 1,152,347.56 | 1,638,297.;
Expenses
(2) Cost of Materials Consumed 509,186.16 457,219.35 389,144.00 975,869.22 1,399,663.27
(b) Purchases of Stock-in-Trade , 58,660.54 14,250.42. . 51,802.45
(c) Changes in inventories of finished goods, work-in-progress and stock-in-trade. ‘ 11,550.96 (19,620,04)| (34,762.83)
(d) Employee Benefits Expense i 4,687.48 3,340.72 ; 13,963.01
(e) Finance Cost 9,151.95 9,079.34 37,071.87
(f) Depreciation and Amortisation expenses 3,368.49 3,347.29 1,036. 13,325.09
(q) Other Expenses 34,413.96 25,273.82 105,794.83
Total Expenses (IV) 598,159.39 579,052.73 424,815.55 1,586,857.69
Profit before tax (III-IV) 31,960.52 22,046.90 22,744.17 77,869.02
‘Tax Expense
Current Tax 2
Deferred Tax - Charae / (Credit) 8,553.28
Profit after tax (V-VI) 23,407.24 16,427.34

5,619.56 20,681.26

57,187.76

Other Comprehensive Income

Items that will not be reclassified to Profit and Loss 869.21 1,033.76
Income tax relating to items that will not be reclassified to Profit and Loss - =
Items that will be reclassified to Profit and Loss 129.73 . 86.39
Income tax relating to items that will be reclassified to Profit and Loss (32.65) . (21.74)

Total Other Comprehensive Income (net of tax) 966.29

Total Comprehensive Income for the period/year ( VII + VIII) 24,373.53 15,807.73 69,151.13
Paid up - Equity Share Capital [ Net of Treasury shares] 5,915.29 5,915.29 5,915.29 5,915.29
(Face value Rs. 2 per share)

Other Equity excluding Revaluation Reserve 400,325.99

Earnings/(Loss) per share of face value Rs. 2 each *( Not annualised)
a) Basic (in Rs.)
b) Diluted (in Rs.)

‘See accompanying notes to the Unaudited Standalone Financial Results

 
RUCHI SOYA IND

UST
= RIES LIMITED

i R Sine LLS140MH1S86PLCO3B5S6
ISNAUDITED STANDALONE SEGMENT INFORMATION FOR THE QUARTER AND NINE MONTHS ee =
CEMBER 3:

‘3 month: Preceal
ee ee eats

552,763.45
36,861.08 396,621.71 1,519,388.72
98,096.09 Bours 95,083.03
38,058.31 $2,041:33 247,169.75
1,000.10 10,837.76 108,585.28
4,559.80 915.50 4,380.77

4,559.

731,358.83 321218 40,186.71
- 519,279.71, 2,014,794.26

72,747.28 260,629.13

(628,046.08 Tag ESTES

  

27,340.26 F 25,383.37 69,124.34
1,688.30 : 436.87 4,035.40
11,974.36 z 3,933.25 18,518.75
3,556.84 x 1,125.50 7,878.23.
219.89 1,703.60

 

34,249.29

(i)Unallocable Income Induding Interest Income net off unallocable

335,423.28
17,548.70 58,615.00 13,194.25 17,548.70

82,529.87 70,461.08 83,885.72 82,529.87
19,163.53, 18,348.92 12,561.56 19,163.53
35,027.98 35,006.43 34,928.96 35,027.98
53,094.40 45,728.15 50,848.98 53,094.40
433,282.93 430,636.36 426,261.38 433,282.93

| sires [Bena [tis 73 SSE

. 51,740.51
a ' 18,09 14.87
: s 5,041.85 6,316.05
oe 3 5,044.23 ‘ 202.33
6915.77 11,494.64 . 9,316.71
427,303.61,

 

Note: hy was earlier included under “Other” segment is now being shown
: wheat Flour", “Honey” which was earller Wn w
The Company has reorganised Its intemal segment effective from April 01, 2021 and accordingly

segment. The comparitive figures for previous period/year have been ‘accordingly restated.

 
Notes to the unaudited standalone financial results:

1.

The Audit Committee has reviewed the above results and the Board of Directors has approved the
above results and its release at their respective meetings held on February 13, 2022. The Statutory
auditors of the Company have carried out limited review of financial results for the quarter and Nine
months ended December 31, 2021.

During the Nine months period ended December 31, 2021, a) The Company has acquired with effect
from May 21, 2021 biscuits and associated bakery products business including the manufacturing
facilities from Patanjali Natural Biscuits Private Limited under a business transfer agreement for slump
consideration of Rs. 6,002.50 Lakh on a going concern basis; b) The Company and Patanjali Ayurved
Limited entered into agreements for manufacturing of nutraceuticals products, assignment of contract
manufacturing related to noodles and breakfast cereals and usage of brand license of Patanjali; c) The
Company has filed Draft Red Herring Prospectus dated June 12, 2021 with the Securities and Exchange
Board of India for Further Public Offering of equity shares for an amount aggregating up to Rs.
4,30,000 Lakh.

As per Indian Accounting Standard 108 ‘Operating Segment’, the Company has reported 'Segment
Information’ as described below:

 

Reportable segment Description

 

 

 

Seed Extractions Various types of seed extractions
Vanaspati Vanaspati, Bakery fats and Table spread
Oils Crude oils, Refined oils

 

Textured Soya protein, Soya Flour, Biscuit, Noodles, Breakfast Cereals, Wheat
Flour and Honey

Wind Power Generation | Electricity Generation from Windmills

Seeds, Coffee, Soap, Fresh Fruit Bunch, Seedling, Toiletry preparations, Castor
Other Segment seed, and Nutraceuticals

Food Products

 

 

 

 

The assets and liabilities that cannot be allocated between the segments are shown as unallocable
assets and liabilities respectively.

The figures for the previous period / year have been re-grouped / re-arranged, wherever considered
necessary, to correspond with the current period / year's disclosures.

 

9}
DIN No, 01651754

Place: - Haridwar
Date: - February 13, 2022

 
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, guidelines and
regulations issued by the Government of India and the guidelines or regulations issued by the SEBI, established
under Section 3 of the SEBI Act, 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 Contracts (Regulation) Rules, 1957 and the SEBI Act or the rules made or guidelines or
regulations issued thereunder, as the case may be. | further certify that all statements made in this Prospectus are
true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Acharya Balkrishna
Chairman and Non-Executive Non-Independent Director

Place: Haridwar

Date: March 31, 2022

548
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines and
regulations issued by the Government of India and the guidelines or regulations issued by the SEBI, established
under Section 3 of the SEBI Act, 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 Contracts (Regulation) Rules, 1957 and the SEBI Act or the rules made or guidelines or
regulations issued thereunder, as the case may be. I further certify that all statements made in this Prospectus are
true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Ram Bharat
Managing Director

Place: Haridwar

Date: March 31, 2022

549
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines and
regulations issued by the Government of India and the guidelines or regulations issued by the SEBI, established
under Section 3 of the SEBI Act, 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 Contracts (Regulation) Rules, 1957 and the SEBI Act or the rules made or guidelines or
regulations issued thereunder, as the case may be. I further certify that all statements made in this Prospectus are
true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Ramdev
Non-Executive Non-Independent Director

Place: Haridwar

Date: March 31, 2022

550
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines and
regulations issued by the Government of India and the guidelines or regulations issued by the SEBI, established
under Section 3 of the SEBI Act, 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 Contracts (Regulation) Rules, 1957 and the SEBI Act or the rules made or guidelines or
regulations issued thereunder, as the case may be. I further certify that all statements made in this Prospectus are
true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Girish Kumar Ahuja
Independent Director

Place: Delhi

Date: March 31, 2022

551
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines and
regulations issued by the Government of India and the guidelines or regulations issued by the SEBI, established
under Section 3 of the SEBI Act, 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 Contracts (Regulation) Rules, 1957 and the SEBI Act or the rules made or guidelines or
regulations issued thereunder, as the case may be. I further certify that all statements made in this Prospectus are
true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Tejendra Mohan Bhasin
Independent Director

Place: Singapore

Date: March 31, 2022

552
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines and
regulations issued by the Government of India and the guidelines or regulations issued by the SEBI, established
under Section 3 of the SEBI Act, 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 Contracts (Regulation) Rules, 1957 and the SEBI Act or the rules made or guidelines or
regulations issued thereunder, as the case may be. I further certify that all statements made in this Prospectus are
true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Gyan Sudha Misra
Independent Director

Place: Delhi

Date: March 31, 2022

553
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines and
regulations issued by the Government of India and the guidelines or regulations issued by the SEBI, established
under Section 3 of the SEBI Act, 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 Contracts (Regulation) Rules, 1957 and the SEBI Act or the rules made or guidelines or
regulations issued thereunder, as the case may be. I further certify that all statements made in this Prospectus are
true and correct.

SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY

Sanjay Kumar
Chief Financial Officer

Place: Indore

Date: March 31, 2022

554
