M K C Agro Fresh Limited IPO

01At a glance

What the company does — runs a fresh-fruit supply chain from orchard to retailer: procurement, sorting, grading, waxing, ripening, controlled-atmosphere storage and distribution, under the brand FRESHPICK (AP p.2).

Who pays it — distributors, retailers, fruit traders and institutional buyers; about 100 distributors and 2,850 retailers, none of them large — the top ten customers were 9.10% of FY26 revenue (AP p.2, AP p.4).

Why it is raising money — ₹14,000.00 lakh to repay or prepay borrowings, and general corporate purposes. There is no other object (AP p.7).

How fast it has grown — revenue from ₹46,347.08 lakh in FY24 to ₹52,153.39 lakh in FY26, and profit after tax from ₹1,783.14 lakh to ₹2,211.42 lakh (AP p.8).

The one thing to understand — the company spent ₹15,782.79 lakh on investing activities over three years, most of it in FY26, funded almost entirely by borrowing; this issue exists to pay that borrowing down (AP p.9, AP p.7).

02The business, in plain words

A fruit company earns the difference between what an apple costs at the orchard and what it fetches at the mandi or the shop, minus what it costs to keep the apple in saleable condition in between. The keeping is the business: cold storage, controlled-atmosphere rooms that slow ripening, ripening chambers that speed it up, and the timing of when to release stock.

A retailer or distributor needs fruit every week of the year → it orders from the company → the company has bought that fruit from a farmer before harvest, or grown it on a leased orchard, or imported it, and has sorted, graded, stored and ripened it → it is paid per box or per tonne on delivery.

The company sources three ways: relationships with over 12,000 farmers across Maharashtra, Himachal Pradesh, Uttar Pradesh, Andhra Pradesh, Jammu and Kashmir, Uttarakhand and Telangana; about 2,531.57 acres of leased orchards; and imports from more than fifteen countries (AP p.2). It handles more than fifteen fruit categories, which lets it trade across seasons rather than in one (AP p.2).

It owns none of its main sites. Cold storages, packhouses, branch offices and the registered office are all held under lease or other arrangements with its promoters, the promoter group and third parties (AP p.11). It has a subsidiary, Zapple Healthy Box Private Limited, for dehydrated fruit snacks (AP p.5).

Earnings equation: Revenue = tonnes sold × realisation per tonne, and the margin is realisation less the procurement price, less storage and handling, less what spoils. The EBITDA margin was 7.49% in FY26 (AP p.9): a thin-margin, high-turnover trade.

03Where the money comes from

Source: AP p.3, certified by the statutory auditors on 31 August 2026. Apples and oranges together were 65.21% of FY26 revenue, 67.87% in FY25 and 58.66% in FY24 (AP p.10).

The two big fruits swap places year to year. Apples fell to 24.65% in FY25 and rose to 36.83% in FY26; procured oranges did the reverse, 24.85% then 14.07% (AP p.3). Read from the filing: a business whose largest line moves by twelve points in a year is trading crop sizes and prices, not running a stable product mix.

Source: AP p.4. Revenue does not depend on a few buyers. Ten customers together are less than a tenth of it, and the share has fallen every year.

Geographically, revenue is booked by the facility it ships from. Sahibabad was 33.12% of FY26 revenue, Mumbai 21.74%, Warud 16.53%, Azadpur 12.22% and Greater Noida 11.68%; exports were 0.08% (AP p.3, AP p.4). Facilities in Uttar Pradesh and Maharashtra were 83.06% of revenue (AP p.10).

04The growth record

Source: AP p.8, AP p.9.

Revenue compounded at 6.1% a year over the two years, EBITDA at 6.2% and profit after tax at 11.4%. The EBITDA margin is essentially unchanged, 7.47% to 7.49%, and the profit margin 39 basis points higher (AP p.9). Earnings per share were ₹6.68, ₹6.55 and ₹7.46 (AP p.8).

Read from the filing: this is a steady trade, not a growth record. What moved is the balance sheet: borrowings more than doubled in two years, from ₹9,862.37 lakh to ₹21,636.49 lakh, and debt to equity went from 0.90× to 1.47×, while return on capital employed fell from 15.19% to 9.88% (AP p.9). The capital went into assets that are not yet earning.

05What the growth is made of

Revenue rose ₹5,806.31 lakh between FY24 and FY26, 12.5% over two years. Apples account for ₹4,081.67 lakh of it, mango for ₹1,723.51 lakh and grapes for ₹1,817.40 lakh; banana and kiwi fell by ₹3,069.80 lakh together (AP p.3).

The document does not disclose tonnes by fruit, realisation per tonne, or how much came from leased orchards against procured fruit in volume. It does separate leased-orchard oranges in rupees — ₹7,462.72 lakh in FY26 — but not the acreage they came from that year (AP p.3).

The document does not disclose volumes by product, so the increase cannot be separated into volume and price. For a fruit business, where a good apple crop moves both at once in opposite directions, that is the question the numbers cannot answer.

06Earnings quality

Three lines need explaining.

Cash. Over three years the company reported ₹5,932.86 lakh of profit and ₹580.21 lakh of operating cash — a tenth. Creditor days of about ten against debtor days near fifty mean the company pays farmers fast and waits for traders, and the gap is funded by borrowing (AP p.9).

Cash dealings. The fresh-fruit trade runs partly in cash and on bijaks — handwritten trade slips — and self-invoicing, and the company says so as its fourth risk factor (AP p.10). Read from the filing: for a reader, this is what makes the reported figures harder to verify from outside than a manufacturer's.

The auditor statement. The abridged prospectus states there were no reservations, qualifications, emphases of matter or adverse remarks for Fiscal 2025, 2024 and 2023 (AP p.12). The restated financial information in the same document covers FY24, FY25 and FY26 (AP p.8). The statement as printed does not cover the latest year; whether that is a drafting error or a gap, the abridged prospectus does not say.

07The balance sheet

Total borrowings were ₹21,636.49 lakh at the end of FY26: ₹9,824.34 lakh non-current and ₹11,812.14 lakh current. Two years earlier they were ₹9,862.37 lakh, of which only ₹2,835.11 lakh was non-current (AP p.8, AP p.9). Net worth was ₹14,984.33 lakh, a debt-to-equity ratio of 1.47× (AP p.9).

The cash flow statement shows where it went. Investing outflows were ₹4,430.24 lakh in FY25 and ₹11,548.81 lakh in FY26; financing inflows were ₹2,282.14 lakh and ₹11,476.32 lakh (AP p.9). The largest project on the facility list is a frozen concentrated orange juice facility at Bargaon, Warud, on about 78,100 square metres, described as under construction (AP p.5).

The post-issue line that can be drawn is the only one the objects contain: ₹14,000.00 lakh of repayment against ₹21,636.49 lakh of borrowings is 64.7% of the debt. This is a judgement, not a disclosure: on that arithmetic, borrowings after the issue would be about ₹7,636 lakh, close to where they were before the capital spending began.

08What the money is for

The offer is a fresh issue of up to 99,99,000 equity shares of ₹10 face value and an offer for sale of up to 68,11,751 shares (AP p.1).

Source: AP p.7. General corporate purposes cannot exceed 25% of the gross proceeds of the fresh issue.

There is no capital expenditure object, no working-capital object and no new facility in the objects. The company's stated strategies include expanding into fruit concentrate, a Pinjore apple distribution centre, exports from the NAFED Vashi warehouse and dehydrated snacks through its subsidiary (AP p.5). Read from the filing: those are being funded by the balance sheet, and this issue refinances the balance sheet.

Into the business the fresh issue, up to 99,99,000 shares, all of it applied to debt. To selling shareholders up to 68,11,751 shares, 40.5% of the offer by share count.

09Who is selling

Source: AP p.1, AP p.7, AP p.11, certified by the statutory auditor on 3 September 2026.

The fund is offering every share it holds. It came in on 16 October 2023 through a private placement of 21,32,374 shares at ₹202.59 each; a one-and-a-half-for-one bonus on 10 June 2026 turned that into 53,30,935 shares, which is where the ₹81.04 cost comes from (DRHP p.110). It is the only institutional shareholder and holds 18.00% before the offer (AP p.8).

10Promoters

Four promoters: Mohd. Nasir, Sonu Khan, Shadab Khan and Nayab Ahmed (AP p.6).

Mohd. Nasir, about 40, is managing director. He has been with the company since incorporation, has no formal educational qualification, and has about seventeen years in fresh-fruit trading; he runs overall management and strategy (AP p.6).

Sonu Khan and Shadab Khan, both about 50 and whole-time directors, have been with the company since incorporation and have about seventeen years in the trade each — Sonu Khan leads the citrus vertical and procurement pricing, Shadab Khan procurement, cold chain and supplier and distributor relationships (AP p.6, AP p.7).

Nayab Ahmed, about 47, holds no executive position here or elsewhere, has no prior industry experience, and has been a shareholder since 26 August 2011 (AP p.7).

The board is completed by three independent directors, Shevani Agrawal, Anand Krishnan and Abhishek Singh. Rahul Gulati is chief financial officer and Farha Naaz company secretary (AP p.12).

Promoter economics. Average cost of acquisition per share is ₹2.40 for Mohd. Nasir, ₹2.36 for Shadab Khan, ₹3.30 for Sonu Khan and nil for Nayab Ahmed (AP p.11). Across all shares transacted, the weighted average cost was ₹21.71 over three years and nil over eighteen months and one year (AP p.12).

The capital history is two bonus issues around one outside placement: a one-for-two bonus on 2 August 2023 taking shares to 97,14,150; the fund's placement of 21,32,374 shares at ₹202.59 on 16 October 2023, taking them to 1,18,46,524; and the one-and-a-half-for-one bonus on 10 June 2026, taking them to 2,96,16,316 (DRHP p.109, DRHP p.110).

Dealings with the company. The company's cold storages, packhouses, branch offices and registered office are held on lease or other arrangements including with its promoters and promoter group (AP p.11).

Litigation. One tax proceeding against the promoters, ₹21.81 lakh; nothing by them; no SEBI or exchange disciplinary action (AP p.13).

11Who already owns it

Source: AP p.7, AP p.8. Promoter-group rows and the last row are summed here from the named holdings.

The named promoters hold under a third of the company; with the promoter group, the family holds 71.36%. The other named holders are Gulshabana Ahmed and Ainul Arifien Qureshi at 4.92% each and Devika Sood at 0.80% (AP p.8).

This is a judgement, not a disclosure: on the full fresh issue and offer for sale, post-offer capital would be 3,96,15,316 shares; the four named promoters would hold about 21.33%, promoters and group together about 49.61%, and the offer would be about 42.44% of the enlarged capital — so after listing the family would hold just under half.

12What changed just before the IPO

• Borrowings more than doubled in two years, from ₹9,862.37 lakh to ₹21,636.49 lakh, with non-current borrowing rising from ₹2,530.32 lakh to ₹9,824.34 lakh in FY26 alone (AP p.8, AP p.9).
• ₹11,548.81 lakh of investing outflow in FY26, against ₹4,430.24 lakh the year before (AP p.9).
• A one-and-a-half-for-one bonus on 10 June 2026, taking shares from 1,18,46,524 to 2,96,16,316 (DRHP p.110).
• The only institutional investor is exiting in full, 53,30,935 shares, three years after entering (AP p.1, DRHP p.110).
• NAFED allotted four properties at Vashi, under a letter of intent of 14 August 2025, with possession of one plot on 8 October 2025 (AP p.5).
• A frozen concentrated orange juice facility is under construction at Bargaon, Warud, and a Pinjore apple distribution centre is described as upcoming (AP p.5).
• Return on capital employed fell from 15.19% to 9.88% while the capital went into assets not yet producing (AP p.9).
• Customer concentration fell further, the top ten from 14.17% to 9.10% of revenue (AP p.4).

13Capacity and expansion

Source: AP p.4, AP p.5.

The document gives floor area, not capacity in tonnes, and no utilisation for any site. The largest asset is the one not yet running: the orange juice concentrate plant, whose area is larger than every operating site combined. The DRHP abridged summary does not state its processing capacity, its cost, or when it is expected to commission, and the issue does not fund it directly.

Capacity is not revenue. Here even capacity is not stated, only square metres.

14Market size and industry structure

As claimed. The industry chapter relies on a Dun & Bradstreet report commissioned for this offer document. It puts India's fruit and vegetable exports at ₹153.76 billion in MY2025; fruit production at 1,02,481 thousand tonnes in 2020–21 rising to 1,21,475 thousand tonnes in 2025–26 on the second advance estimate, about 3.5% a year; the Indian fruit concentrate market at about ₹291.4 billion in FY2026, projected to about ₹419.4 billion by FY2030; and India's frozen orange juice imports rising from ₹40.28 crore and 3,767.07 tonnes in FY2021 to ₹156.24 crore and 10,406.13 tonnes in FY2024 (AP p.5, AP p.6).

The part that is addressable. Today the company trades fresh fruit through distributors and retailers from a handful of north and west Indian hubs. The concentrate figure is the market for the plant under construction, not for the current business; the import figure is what that plant would compete with.

What the company is today. Revenue of ₹52,153.39 lakh in FY26, about ₹521.5 crore. The report does not give a fresh-fruit trading market size in the abridged summary against which to set it.

Every industry figure above comes from a report commissioned by the issuer and is labelled as such.

15Competitive position

The company names no peers and gives no comparative table, so the table this section normally carries cannot be built from the document.

What the document gives as the basis for its position is the sourcing network — over 12,000 farmers, about 2,531.57 acres of leased orchards and imports from more than fifteen countries — plus storage and ripening infrastructure placed near sourcing regions and trade hubs, and a brand, FRESHPICK, carried by about 100 distributors and 2,850 retailers (AP p.2, AP p.5).

Read from the filing: in fresh fruit the durable edge is cold-chain capacity in the right places and the working capital to procure ahead of harvest. The document evidences the first in square metres and the second in its borrowing. What it does not give is spoilage rates, the share of volume sold under the brand against loose, or any farmer contract term — and it states there are no long-term agreements with fruit suppliers (AP p.10).

16Peers the company named

The company names none. The DRHP states that there are no listed companies in India or globally that operate under a comparable business model, and that accordingly no industry comparison has been provided (DRHP p.139).

Read from the filing: listed Indian companies handle fruit — juice makers, cold-chain operators, fresh-produce retailers — but none combines orchard leasing, trading and ripening in the way this business does, so the statement is defensible. It does mean that when a price band arrives, there will be no issuer-chosen reference point for its multiple.

17Risks, in plain words

Product. Apples and oranges were 65.21% of FY26 revenue (AP p.10). A poor Himachal apple crop or a Vidarbha orange failure takes out a large part of a year, and the mix already swings by more than ten points year to year (AP p.3).

Supply. There are no long-term agreements with fruit suppliers, and the leased-orchard model for oranges carries its own risks (AP p.10). The company buys ahead of harvest on relationships, not contracts.

Geography. Facilities in Uttar Pradesh and Maharashtra shipped 83.06% of FY26 revenue (AP p.10).

Financial. Borrowings were ₹21,636.49 lakh against net worth of ₹14,984.33 lakh at the end of FY26, and debt-service coverage as the company defines it was 0.15× (AP p.8, AP p.9). Operating cash flow across three years was a tenth of reported profit.

Controls. A significant part of purchases and sales is in cash, documented on bijaks and by self-invoicing (AP p.10).

Property. None of the cold storages, packhouses or offices is owned; several are held from the promoters and promoter group (AP p.11).

Perishability. Inventory days were about 62 in FY26, for a product that spoils (AP p.9); the company lists high inventory holding periods as a risk (AP p.11).

Logistics. Transport is by third-party logistics providers (AP p.11).

Issue-specific. The fresh issue repays debt and nothing else, so it adds no capacity; the growth assets already built or under construction are what the business must now fill (AP p.7, AP p.5).

18Litigation and regulatory matters

Source: AP p.12, AP p.13, to the extent quantifiable and ascertainable, material civil matters under the company's materiality policy.

The nine criminal proceedings against the company are challans under the Motor Vehicles Act, 1988 — traffic matters involving its vehicles (AP p.13). The larger item sits in tax: an income-tax demand of ₹3,270.26 lakh raised because the tax computation sheet took assessed income as ₹10,480.23 lakh when the assessment order had determined ₹2,965.94 lakh. The company applied for rectification, the assessing officer accepted it, but no revised computation has been issued; an appeal against the additions is also pending before the Commissioner of Income-tax (Appeals) (AP p.13). The single senior-management criminal matter is common with the company's (AP p.13).

19Related-party transactions

Not read for this study beyond what the abridged prospectus states: that cold storages, packhouses, branch offices and the registered office are occupied under lease or other arrangements with the promoters, promoter group and third parties (AP p.11). The rent, the counterparties and the terms are in the restated financial information's related-party note, which was not reached. This is a gap in this version rather than a finding, and it will be filled at the red herring prospectus stage.

20What the offer document does not say

• No tonnes, realisation or spoilage, for any fruit or any year.
• No capacity in tonnes or utilisation for any facility; only floor area (AP p.4, AP p.5).
• No cost, capacity or commissioning date for the orange juice concentrate plant under construction (AP p.5).
• No split of revenue between the FRESHPICK brand and unbranded sales.
• No auditor statement covering FY26 in the abridged prospectus, which names FY23 to FY25 (AP p.12).
• No quantification of cash dealings, though they are a stated risk (AP p.10).
• No rent or terms for the premises leased from promoters and the promoter group (AP p.11).
• No peer comparison, by the issuer's own statement (DRHP p.139).
• No price band, lot size or offer dates, which is normal at DRHP stage.

21Five questions for management

1. What share of FY26 purchases and of FY26 sales was settled in cash, and what has changed in controls since the fund invested in 2023?
2. What will the orange juice concentrate plant at Bargaon cost in total, what tonnage will it process, and when is it expected to run?
3. Operating cash flow over three years was ₹580.21 lakh against ₹5,932.86 lakh of profit. Where does the difference sit at the end of FY26?
4. How much rent does the company pay to promoters and the promoter group, for which sites, and on what lease terms?
5. The one institutional investor is selling every share it holds. What did the company's agreement with it provide for exit, and did it carry any special rights that end at listing?

2Sources and cited facts

This study was read from 2 documents the company filed. The 68 figures it cites are listed under the document each came from, with the page and the sentence as printed.