Autofurnish Ltd Management Discussions

OF OPERATION

You should read the following discussion of our financial condition and results of operations together with our
Financial Statements as Restated which is included in this Draft Prospectus. The following discussion and
analysis of our financial condition and results of operations is based on our Financial Statements as Restated,
for the years ended March 31, 2025, 2024 and 2023 including the related notes and reports, included in this
Draft Prospectus is prepared in accordance with requirements of the Companies Act, 2013 and restated in
accordance with the SEBI (ICDR) Regulations, 2018, which differ in certain material respects from IFRS, U.S.
GAAP and GAAP in other countries. Our Financial Statements, as restated have been derived from our audited
statutory financial statements. Accordingly, the degree to which our Financial Statements as Restated will
provide meaningful information to a prospective investor in countries other than India is entirely dependent on
the readers level of familiarity with Indian GAAP, Companies Act, SEBI Regulations and other relevant
accounting practices in India.

This discussion contains forward-looking statements and reflects our current views with respect to future events
and our financial performance and involves numerous risks and uncertainties, including, but not limited to,
those described in the section entitled "Risk Factors" on page 28 of this Draft Prospectus. Actual results could
differ materially from those contained in any forward-looking statements and for further details regarding
forward-looking statements, kindly refer the chapter titled "Forward-Looking Statements" on page 16 of this
Draft Prospectus. Unless otherwise stated, the financial information of our Company used in this section has
been derived from the Restated Financial Information.

Our financial year ends on March 31 of each year. Accordingly, unless otherwise stated, all references to a
particular financial year are to the 12-month period ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to "we", "us" or "our" refers to Autofurnish
Limited, our Company. Unless otherwise indicated, financial information included herein are based on our
Restated Financial Statements for Financial Years 2025, 2024 & 2023 included in this Draft Prospectus
beginning on page 216 of this Draft Prospectus.

BUSINESS OVERVIEW

Our company was incorporated as a Private Limited Company namely "Autofurnish Trading Private
Limited" under the Companies Act, 2013 vide Certificate of Incorporation dated May 05, 2015 issued by
Registrar of Companies, Delhi bearing Corporate Identification Number U51101DL2015PTC279742.
Thereafter, our Company was converted into a Public Limited Company in pursuance of a special resolution
passed by the members of our Company at the Extra-Ordinary General Meeting held on May 23, 2024. A
fresh Certificate of Incorporation consequent to conversion was issued on August 27, 2024 by the Registrar
of Companies, ROC CPC Manesar Haryana and consequently the name of our Company was changed from
"Autofurnish Trading Private Limited" to "Autofurnish Trading Limited" bearing Companys Corporate
Identification Number U51101DL2015PLC279742. The name of our company was subsequently changed
to "Autofurnish Limited" and fresh certificate of Incorporation issued by the Registrar of Companies, ROC
CPC Manesar Haryana dated October 14, 2024. As on the date of this Draft Prospectus, the Corporate
Identification Number of our Company is U51101DL2015PLC279742

At present, we operate in two business segments mainly -

• Manufacturing

• Trading

For further details of our company please refer to section titled "Our History and Certain Other Corporate
Matters" and "Our Business" beginning on page no. 185 and 138 respectively of this Draft Prospectus.

KEY PERFORMANCE INDICATORS OF OUR COMPANY

In evaluating our business, we consider and use certain key performance indicators that are presented below
as supplemental measures to review and assess our operating performance. The presentation of these key
performance indicators is not intended to be considered in isolation or as a substitute for the Restated Financial
Information included in this Draft Prospectus. We present these key performance indicators because they are
used by our management to evaluate our operating performance. Further, these key performance indicators
may differ from the similar information used by other companies, including peer companies, and hence their
comparability may be limited. Therefore, these matrices should not be considered in isolation or construed as
an alternative to Ind AS measures ofperformance or as an indicator of our operating performance, liquidity,
profitability or results of operation.

The following table sets forth certain of our key performance indicators for the periods indicated below on
Consolidated basis.

Amount (Rs. in Lakhs except percentages and ratios)

Key Financial Performance	March 31, 2025	March 31, 2024	March 31, 2023
Revenue from operations (1)	3,336.01	1,591.00	1,058.86
EBITDA (2)	510.53	282.48	85.36
EBITDA Margin (3)	15.30%	17.75%	8.06%
PAT (4)	345.76	160.44	15.77
PAT Margin (5)	10.51%	10.24%	1.49%
Net Worth (6)	1,471.03	907.17	749.63
Return on Net Worth (7)	23.50%	17.69%	2.10%
RoCE (8)	33.74%	28.10%	6.84%

Notes:

(1) Revenue from operations means the Revenue from operations as appearing in the Consolidated Restated
Financial Statement.

(2) EBITDA is calculated as Profit before tax + Depreciation + Interest Expenses - Other Income

(3) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations

(4) PAT is mentioned as profit after tax for the period and after adjusting minority interest

(5) PAT Margin is calculated as PAT for the year (before transfer to minority interest) divided by revenue
from operations.

(6) Net Worth means the aggregate value of the paid-up share capital and reserves and surplus (including,
Securities Premium, General Reserve and surplus in statement ofprofit and loss). of the company.

(7) ROE/RONW: Return on Equity is calculated as PAT divided by closing shareholders fund.

(8) ROCE: Return on Capital Employed is calculated as EBIT divided by capital employed, which is defined
as shareholders equity plus Long Term-borrowings.

For further detail on Key Performance Indicators of our company, please refer Chapter Titled "Basis of Offer
Price" on page 110 of this Draft Prospectus.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR

As per mutual discussion between the Board of the Company and Lead Manager, in the opinion of the Board

of the Company there have not arisen any circumstances since the date of the last financial statements as

disclosed in the Draft Prospectus and which materially and adversely affect or is likely to affect within the

Previous twelve months except as follows:

• The board of directors in its meeting held on August 28, 2024 appointed Mr. Ruppal Wadhwa as Chief
Financial Officer of the Company.

• The shareholders of our Company appointed Mr. Sourav as Independent Director in the Extra-Ordinary
General Meeting held May 08, 2024.

• The shareholders of our Company appointed Mr. Vipul Vashisht as Non-Executive Director as on September
05, 2025.

• The Board of Directors of our Company has approved and passed resolution on September 05, 2025
to authorize the Board of Directors to raise the funds by way of Initial Public Offering.

• The shareholder of our Company has approved and passed resolution on September 05, 2025 to authorize
the Board of Directors to raise the funds by way of Initial Public Offering.

• Increase in Authorised Share Capital: The Company has increased its authorised share capital from INR
1,300.00 Lakhs (1,30,00,000 equity share of INR 10 each) to INR 1,500.00 Lakhs (1,50,00,000 equity share
of INR 10 each) pursuant to a resolution passed at the Extraordinary General Meeting (EGM) of shareholders
held on September 05, 2025.

• The Company has approved the Restated Financial Statements for the financial year ending March 31 2025,
March 31, 2024 and March 31, 2023 in the Board meeting dated September 25, 2025.

• Our Company has approved the Draft Prospectus vide resolution in the Board Meeting dated September 30,
2025.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business is subjected to various risks and uncertainties, including those discussed in the section titled
"Risk Factor" beginning on page 28 of this Draft Prospectus. Our results of operations and financial conditions
are affected by numerous factors including the following:

• Changes, if any, in the regulations / regulatory framework / economic policies in India.

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

• Our manufacturing activity is subject to availability of raw material and the costs of the raw materials.
Any shortage in availability or fluctuations in raw material prices, may have a material adverse effect
on our business, financial condition, results of operations and cash flows.

• Our ability to grow our business.

• Our business and financial performance is particularly based on market demand and supply of our
products/services; The performance of our business may be adversely affected by changes in, or
regulatory policies of, the Indian national, state and local Governments;

• Failure to adapt to the changing needs of industry may adversely affect our business and financial
condition;

• Inflation, deflation, unanticipated turbulence in interest rates,

• Our dependence on our key personnel, including our directors and senior management;

• Our ability to successfully implement our business strategy and plans;

• The occurrence of natural disasters or calamities;

• Other factors beyond our control.

DISCUSSION ON RESULT OF OPERATION

The following discussion on results of operations should be read in conjunction with the Consolidated
Restated Financial Statements for the financial years ended on March 31, 2025, March 31, 2024 March
31, 2023

Amount (Z in Lakhs unless stated otherwise)

Particulars	For the year ended 31 March, 2025	%age of Total Income	For the year ended 31 March, 2024	%age of Total Income	For the year ended 31 March, 2023	%age of Total Income
Income
Revenue from Operations	3,336.01	98.46%	1,591.00	99.91%	1,058.86	99.89%
Other Income	52.29	1.54%	1.42	0.09%	1.15	0.11%
Total Income (I + II)	3,388.30	100.00%	1,592.42	100.00%	1,060.01	100.00%
Expenditure
Cost of Material Consumed	1,969.90	58.14%	-	-	889.26	83.89
Purchases of Stock in Trade	557.98	16.47%	1,078.25	67.71%	462.82	43.66
Changes in inventories	(52.08)	-1.54%	167.51	10.52%	(607.02)	-57.27%
Employee benefits expenses	188.50	5.56%	2.86	0.18%	119.28	11.25%
Financial Charges (Finance cost)	64.58	1.91%	34.05	2.14%	31.18	2.94%
Depreciation & Amortization Expenses	18.59	0.55%	17.35	1.09%	35.27	3.33%
Other expenses	157.58	4.65%	59.90	3.76%	108.34	10.22%
Total expenses	2,905.05	85.74%	1,359.91	85.40%	1,039.13	98.03%
Profit before Taxation & Exceptional Item	483.25	14.26%	232.50	14.60%	20.89	1.97%
Exceptional Items	10.04	0.30%	-	-	-	-
Profit Before Taxation	473.21	13.97%	232.50	14.60%	20.88	1.97%
Current Tax	122.51	3.62%	72.12	4.53%	8.00	0.75%
Deferred Tax	0.22	0.01%	(2.46)	-0.15%	(2.89)	-0.27%
Earlier Years Tax Expense	-	-	-	-	-	-
Total tax expense	122.73	3.62%	69.66	4.53%	5.11	0.48%
Profit After Tax but Before Extra-ordinary Items	350.49	10.34%	162.85	10.23%	15.78	1.49%
Extraordinary Items	4.73	0.14%	2.41	0.15%	-	-
Net Profit Transferred to Balance Sheet	345.76	10.20%	160.44	10.08%	15.78	1.49%

Our Significant Accounting Policies

For Significant accounting policies please refer Significant Accounting Policies, under Chapter titled
"Financial Statements" beginning on page 216 of this Draft Prospectus.

Reservations, Qualifications and Adverse Remarks

The Examination Report issued by our Statutory Auditors has no reservations, qualifications and adverse
remarks.

Revenue Recognition Method adopted by the compan

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Group and the
revenue can be reliably measured. The following specific recognition criteria must also be met before revenue
is recognized:

Income of Services:

The Group exercises judgement in determining whether the performance obligation is satisfied at a point in
time or over a period of time. The Group considers indicators such as how customer consumes benefits as
services are rendered, transfer of significant risks and rewards to the customer, acceptance of delivery by the
customer, etc.

Interest Income:

Revenue is recognized on a time proportion basis taking into account the amount outstanding and the rate
applicable.

Overview of Revenue & Expenditure

The following discussion on results of operations should be read in conjunction with the Restated Financial
statements for the Financial Year 2025, 2024 & 2023. Our revenue and expenses are reported in the following
manner:

Revenue Bifurcation

Product wise bifurcation

Product wise bifurcation is mentioned under chapter titled ‘our business on page 138 of this Draft Prospectus
under the head ‘Product wise revenue breakup.

Geographical bifurcation

Geographical bifurcation is mentioned under chapter titled ‘our business on page 138 of this Draft Prospectus
under the head ‘Geographical wise revenue breakup.

Revenues

? Total Income:

Our total income comprises of revenue from operations and other income.

? Revenue of operations

Our Companys revenue is primarily generated from sale of bike accessories such as Towel Cloths, Round
polishing pads, Bike body covers, Bike seat covers, Scooty Mats, Car Body Covers, car foot mats, car
cushions, car display protectors, car organizers, and other such automobile accessories.

? Other Income

Other Income includes interest income, and other miscellaneous income.

Expenditure

Our total expenditure primarily consists of purchase of stock in trade, cost of material consumed, Change in
inventories, Employee benefit expenses, other expenses. We also have incurred financial charges and
depreciation as expenditure.

? Cost of Material Consumed

Represents the cost of raw materials and components used in production. It includes purchases such as
Rexine, EVA Sheets, Velcro Jalli, Thread, Fabric and other such material which undergoes cutting,
Stitching, finishing and other treatments to be converted into the finished product.

? Purchase of Stock in Trade

Represents the cost of goods purchased for resale without processing. Such purchases include car
accessories, such as tire inflators, car vacuum cleaners, subwoofers, car speakers, amplifiers, mud flaps,
wipers, horns, car interior accessories.

? Change in Inventory

It means the difference between total of opening and closing inventories. This includes finished goods of
inventory and inventory of stock in trade.

? Employment Benefit Expenses

Our employee benefits expense primarily comprises of Salaries and Wages, Staff welfare expenses and
Gratuity and Other Benefits etc.

? Finance Cost

It includes Interest Expense on term loans and interest on taxes.

? Depreciation and Amortization Expenses

Depreciation includes depreciation on office equipment, computers, plant and machinery, vehicles and
Furniture and Fixtures.

? Other Expenses

Other Expenses includes expenses such as Audit fees, business promotion expenses, office expenses, Rent
and electricity expenses, and other such expenses.

? Tax Expenses

Income taxes are accounted for in accordance with Accounting Standard - 22 on "Accounting for Taxes on
Income" ("AS-22"), prescribed under the Companies (Accounting Standards) Rules, 2006. Our Company
provides for current tax as well as deferred tax, as applicable.

Provision for current taxes is made at the current tax rates after taking into consideration the benefits available
to our Company under the provisions of the Income Tax Act, 1961.

Deferred tax arises from the timing differences between book profits and taxable profits that originate in one
period and are capable of reversal in one or more subsequent periods and is measured using the tax rates and
laws applicable as of the date of the financial statements. Our Company provides for deferred tax asset / liability

on such timing differences subject to prudent considerations in respect of deferred tax assets.

DETAILS OF FINANCIAL YEAR ENDING MARCH 31, 2025 COMPARED WITH THE FISCAL
YEAR ENDED MARCH 31, 2024 (BASED ON RESTATED FINANCIAL STATEMENTS)

Amount (Z in Lakhs unless stated otherwise)

Particulars	For the year ended 31 March, 2025	For the year ended 31 March, 2024	Change in ? Lakhs	Change in %
	Income
Revenue from Operations	3,336.01	1,591.00	1,745.01	109.68%
Other Income	52.29	1.42	50.87	3586.78%
Total Income (I + II)	3,388.30	1,592.42	1,795.88	112.78%
	Expenditure
Cost of Material Consumed	1,969.90	-	1,969.90	-
Purchases of Stock in Trade	557.98	1,078.25	(520.27)	(48.25)%
Changes in inventories	-52.08	167.51	(219.59)	(131.09)%
Employee benefits expenses	188.5	2.86	185.64	6498.30%
Financial Charges (Finance cost)	64.58	34.05	30.53	89.65%
Depreciation & Amortization Expenses	18.59	17.35	1.24	7.16%
Other expenses	157.58	59.9	97.67	163.06%
Total expenses	2,905.05	1,359.91	1,545.14	113.62%
			-	-
Profit before Taxation & Exceptional Item	483.25	232.5	250.75	107.85%
Exceptional Items	10.04	-	10.04	-
Profit Before Taxation	473.21	232.5	240.71	103.53%
Current Tax	122.51	72.12	50.39	69.87%
Deferred Tax	0.22	-2.46	2.68	-108.82%
Earlier Years Tax Expense	-	-	-	-
Total tax expense	122.73	69.66	53.07	76.19%
Profit After Tax but Before Extra- ordinary Items	350.49	162.85	187.64	115.22%
Transferred to Minority interest	4.73	2.41	2.32	96.21%
Net Profit Transferred to Balance Sheet	345.76	160.44	185.32	115.51%

Revenues

? Total Income

Total Income for the Financial Year 2024-25 stood at ^3,388.30 lakhs, compared to ^1,592.42 lakhs in the
Financial Year 2023-24, registering a sharp increase of 112.78%, due to the following factors:

1. Revenue from operations

Revenue from operations for FY 2024-25 stood at ^3,336.01 lakhs, as against ^1,591.00 lakhs in FY

2023-24, showing a strong growth of 109.68%. The company resumed in-house manufacturing under its
own brand with product customisation, which enabled significant business expansion. In FY 2023-24, an
ongoing dispute had compelled the company to operate solely as a trader, adversely affecting product
quality and limiting revenue. The resolution of this issue and the return to manufacturing contributed to
the higher revenue in FY 2024-25.

2. Other Income

Other Income for FY 2024-25 stood at ^52.29 lakhs compared to ?1.42 lakhs in FY 2023-24, representing
a growth of Rs. 50.87 lakhs. This increase was primarily on account of a one-time transaction in the wholly
owned subsidiary, GMPL, wherein certain creditor balances and expenses payable were written back
during FY 2024-25 due to operational disputes.

Expenditure

? Total Expenses

Total Expenses for FY 2024-25 amounted to ^2,905.05 lakhs, compared to ^1,359.91 lakhs in FY 2023-
24, reflecting a growth of 113.62%. The increase can be attributed to the following key components:

1. Cost of Material Consumed

The cost of materials consumed rose to ?1,969.90 lakhs in FY 2024-25 nil in FY 2023-24. During FY
2023-24, an ongoing dispute forced the company to operate solely as a trader, resulting in no material
consumption. Although raw materials worth ^250.52 lakhs were purchased in the last quarter of FY
2023-24, manufacturing commenced in FY 2024-25, leading to the recorded nil material consumption
for FY 2023-24.

2. Purchase of Stock in Trade

Purchases of stock-in-trade decreased to ^557.98 lakhs in FY 2024-25 from ^1,078.25 lakhs in FY
2023-24, recording decrease of 48.25%. The higher trading volumes in FY 2023-24 were primarily
driven by the companys reliance on trading activity due to the temporary closure of its manufacturing
facility amid an ongoing dispute. As a result, the business was predominantly trade-driven during that
period. In contrast, during FY 2024-25, with the resolution of the dispute and the resumption of in-
house manufacturing, trading activity was limited to specific customer orders. This shift marks the
company s renewed focus on manufacturing-led operations, leading to higher manufacturing sales and
a corresponding reduction in stock-in-trade purchases.

3. Change in Inventories

Changes in inventories for FY 2024-25 stood at ^(52.08) lakhs compared to ^167.51 lakhs in FY 2023-
24, showing a negative movement of 131.09%. The positive change in FY 2023-24 was primarily due
to the conversion of finished goods inventory—carried over as closing stock from FY 2022-23—into
opening stock for the year. This inventory accumulation resulted from the temporary closure of the
companys manufacturing facility in mid-FY 2022-23. Additionally, with the business being purely
trade-focused during FY 2023-24, there was limited production activity, leading to lower closing
inventory at year-end. In contrast, FY 2024-25 saw a negative change in inventories due to resumed
manufacturing operations, resulting in higher consumption of raw materials and a relatively lean closing
stock position.

4. Employment Benefit Expenses

Employee benefit expenses for FY 2024-25 stood at ^188.50 lakhs, whereas in Financial Year 2023-
24 it stood as Rs. 2.86 lakh. The low expense in FY 2023-24 was due to the suspension of
manufacturing operations during the trademark dispute, resulting in no labour costs. In addition, the
companys Key Managerial Personnel did not withdraw any salary in that year, further reducing
expenses.

5. Other Expenses

Other expenses stood at ^157.58 lakhs in FY 2024-25 as against ^59.90 lakhs in FY 2023-24, marking
an increase of 163.06%. primarily due to the companys shift from pure trading to a mix of
manufacturing and trading. With the resumption of in-house production, the company incurred
additional factory overheads such as production-related consumables, Rent expenses, transportation,
packaging, and higher professional and compliance costs, all of which were largely absent in FY 2023-
24 when operations were limited to trading

6. Depreciation and Amortization Expenses

Depreciation and amortization expenses increased modestly to ^18.59 lakhs in FY 2024-25 from
?17.35 lakhs in FY 2023-24, a growth of 7.15%. The same is calculated for the period and values, as
per the utilization of assets for the Companys business. The increase is primarily attributable to the
purchase of property, plant and equipment worth ^35.99 lakhs during FY 2024-25, which added to the
depreciable asset base.

7. Finance Cost

Finance costs rose to ^64.58 lakhs in FY 2024-25 from ^34.05 lakhs in FY 2023-24, reflecting an
increase of 89.66%.

The rise was mainly due to higher short-term borrowings from Rs. 255.58 lakhs in FY 2023-24 to Rs.
420.69 lakhs in FY 2024-25, this lead to higher interest expenses on bank borrowings.

8. Restated Profit before Tax

The restated profit before tax increased to ^473.21 lakhs in FY 2024-25 from ^232.50 lakhs in FY
2023-24, reflecting a growth of 103.53%. This growth was primarily driven by the significant
increase in revenue from operations as the company resumed in-house manufacturing under its own
brand and introduced product customisation. While expenses such as employee benefits, factory
overheads, and finance costs increased with the expansion of operations, the overall margins
remained broadly similar to the previous year, indicating that the increase in profit before tax was
largely a result of higher scale of operations rather than improvement in profitability ratios.

9. Restated Profit after Tax

The restated profit after tax for FY 2024-25 stood at ^345.76 lakhs, compared to ^160.44 lakhs in FY
2023-24, an increase of 115.51%. The increase is in line with the growth in PBT, reflecting better
operational performance.

Conclusion for increase in PAT margin:

Amount (Z in Lakhs unless stated otherwise)

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations (A)	3,336.01	31591.00
Profit After Tax (B)*	350.49	162.85
Profit Margin	10.51%	10.24%

*PAT is considered before transfer to minority interest as Revenue from operations considers 100%
consolidation of Subsidiary

This growth is in line with the rise in profit before tax, driven primarily by higher revenue from operations as
the company resumed in-house manufacturing under its own brand with product customisation. In addition, the
cost of materials consumed and purchases of stock-in-trade were managed efficiently relative to the scale of
operations, contributing to maintaining overall margins. While employee benefits, factory overheads, and
finance costs increased due to the expansion of operations, the proportionate management of material and
trading costs ensured that the PAT margin improved slightly to 10.51% in FY 2024-25 from 10.24% in FY
2023-24.

FISCAL YEAR ENDED MARCH 31, 2024 COMPARED WITH THE FISCAL YEAR ENDED MARCH
31, 2023 (BASED ON RESTATED FINANCIAL STATEMENTS)

Amount (Z in Lakhs unless stated otherwise)

Particulars	For the year ended 31 March, 2024	For the year ended 31 March, 2023	Change in Lakhs	Change in %
Income
Revenue from Operations	1,591.00	1,058.86	532.14	50.26%
Other Income	1.42	1.15	0.27	23.48%
Total Income (I + II)	1,592.42	1,060.01	532.41	50.23%
Expenditure
Cost of Material Consumed	-	889.26	(800.36)	(100.00)%
Purchases of Stock in Trade	1,078.25	462.82	615.43	132.97
Changes in inventories	167.51	-607.02	774.53	-127.60%
Employee benefits expenses	2.86	119.28	-116.42	-97.60%
Financial Charges (Finance cost)	34.05	31.18	2.87	9.20%
Depreciation & Amortization Expenses	17.35	35.27	-17.92	-50.81%
Other expenses	59.9	108.34	-48.44	-44.71%
Total expenses	1,359.91	1,039.13	320.79	30.87%
Profit before Taxation & Exceptional Item	232.5	20.88	211.62	1013.51%
Exceptional Items	-	-	-	-
Profit Before Taxation	232.5	20.88	211.62	1013.30%
Current Tax	72.12	8	64.12	801.46%
Deferred Tax	-2.46	-2.89	0.43	14.84%
Earlier Years Tax Expense	-	-
Total tax expense	69.66	5.11	64.55	1263.13%
Profit After Tax but Before Extra- ordinary Items	162.85	15.77	147.08	932.37%
Extraordinary Items	2.41	0	2.41	-
Net Profit Transferred to Balance Sheet	160.44	15.77	144.67	917.09 %

Revenues

? Total Income

Total income for the Financial Year 2023-24 stood at ?1,592.42 lakhs, compared to ?1,060.01 lakhs in
the Financial Year 2022-23, reflecting a robust increase of 50.23%, this is due to the reasons mentioned
below:

1. Revenue from operations

Revenue from operations for the Financial Year 2023-24 stood at ^1,591.00 lakhs, compared to ^1,058.86
lakhs in FY 2022-23, reflecting an increase of 50.26%. Pursuant to the Business Transfer Agreement
(BTA) executed on November 16, 2021, between the company, Scale Luxura India Private Limited
(SLIPL), and other parties, the company manufactured goods exclusively for SLIPL. However, due to low
demand for these products, the arrangement was discontinued effective October 29, 2022. Consequently,
in FY 2022-23, the companys sales to SLIPL were limited to seven months as per orders received, while
in the remaining five months, it sold some goods from existing stock to other parties without using its own
brand. Further, Manufacturing was hampered due to this dispute with SLIPL, marking the beginning of
trading activities. In FY 2023-24, the company operated entirely as a trading business. This transition
enabled expansion to a broader customer base and reduced dependence on a single client, contributing to
the increase in revenue from operations.

2. Other Income

Other income for FY 2023-24 was ?1.42 lakhs, compared to ?1.15 lakhs in FY 2022-23, representing an
increase of 23.48%. This increase was primarily due to increase on Fixed Deposit Interest.

Expenditure

? Total Expenses

Total Expenses for the Financial Year 2023-24 stood at Rs. 1,359.91 Lakhs. Whereas for the Financial
Year 2022-23, it stood at Rs. 1,039.12 Lakhs representing an increase of 30.87% due to factors mentioned
below:

1. Cost of Material Consumed

The cost of materials consumed for the Financial Year 2023-24 stood at nil, compared to ^889.26 lakhs in
FY 2022-23, representing a substantial decrease. This was primarily due to the dispute with SLIPL, which
led the company to halt its manufacturing operations and shift its focus entirely to trading. From April 1,
2022, to October 29, 2022, the companys manufacturing facility was operational only for SLIPL, and no
independent production for other customers was carried out.

2. Purchases of Stock in Trade

Purchases of stock-in-trade were Rs. 1,078.25 lakhs in Financial Year 2023-24, compared to Rs. 462.82
lakhs in FY 2022-23, representing an increase of 132.97%. This increase was primarily due to the
complete suspension of the Companys manufacturing operations until 31st March 2024, following the
halt in production from November 2022. In the absence of in-house manufacturing, the Company shifted
its focus entirely to trading activities to fulfill customer orders and maintain business continuity. As a
result, purchases of stock-in-trade increased significantly, forming the core of the Companys operations
during the year and supporting its revenue generation strategy.

3. Change in Inventories

The change in inventories for FY 2023-24 stood at H67.51 lakhs, compared to ^(607.02) lakhs in FY
2022-23, reflecting a favorable movement of 127.60%. At the beginning of FY 2022-23, the company had
no opening stock pursuant to the BTA dated November 16, 2021, as it was manufacturing solely for SLIPL
on an order basis. During FY 2023-24, manufacturing was halted due to the dispute, and the company
shifted to trading. The inventory from prior manufacturing, which remained in the companys stock, was
subsequently sold during FY 2023-24, contributing to the positive change in inventories.

4. Employee Benefit Expenses

Employee benefit expenses decreased sharply to ?2.86 lakhs, from H19.28 lakhs in FY 2022-23, a
reduction of 97.60%. This was due to the halt of manufacturing in FY 2023-24, no labour cost was incurred
leading to negligible expenses for the FY 2023-24.

5. Other Expenses

Other operating expenses for FY 2023-24 stood at ^59.90 lakhs, compared to H08.34 lakhs in FY 2022-
23, reflecting a reduction of 44.71%. The decrease was primarily due to lower rent and production-related
expenses under a Memorandum of Understanding (MOU) dated November 1, 2022, with Shahprut
Corporation, whereby the companys machinery was used by a third-party manufacturer to produce
automotive accessories supplied exclusively to the company. As per the MOU, labour costs, rent, and other
production-related expenses were borne by the third party, with the company responsible only for electricity
charges, resulting in significantly lower other expenses in FY 2023-24 compared to FY 2022-23.

6. Depreciation and Amortization Expenses

Depreciation and Amortization Expenses for the Financial Year 2023-24 stood at Rs. 17.35 lakhs, whereas
in Financial Year 2022-23 it stood at Rs. 35.27 lakhs. The same is calculated for the period and values, as
per the utilization of assets for the Companys business. The company sold machinery and vehicles of gross
value of Rs. 68.43 lakhs in FY 2023-24, which reduced the depreciable asset base and consequently
lowered the depreciation expense for the year.

7. Finance Cost

Finance costs for the Financial Year 2023-24 stood at Rs. 34.05 lakhs whereas in Financial Year 2022-23
it stood at Rs. 31.18 lakhs representing an increase of 9.20%, primarily due to unsecured loans from bank
availed in FY 2023-24 for which outstanding balance as on March 31, 2024 was Rs. 32.31 lakhs. Leading
to higher interest cost in FY 2023-24.

8. Restated Profit before Tax

Restated profit before tax for FY 2023-24 stood at ^232.50 lakhs, compared to ^20.88 lakhs in FY 2022-
23, reflecting an increase of ^211.62 lakhs. Under the Business Transfer Agreement (BTA) executed on
November 16, 2021, the company sold products exclusively to Scale Luxura India Private Limited (SLIPL).
However, due to low demand, this arrangement was discontinued effective October 29, 2022. During FY
2022-23, sales to SLIPL were made at lower profit margins, and with the sudden disruption of orders, the
company had to sell existing inventory to outside customers while simultaneously building a new customer
base. This transition required competitive pricing and resulted in very low margins in FY 2022-23. By FY

2023-24, with trading operations established and a broader customer base, profitability improved
significantly, driving the sharp increase in profit before tax.

9. Restated Profit after Tax

The restated Profit after tax for FY 2023-24 stood at Rs. 160.44 lakhs, compared to ?15.77 lakhs in FY
2022-23, representing an increase of Rs. 144.67 lakhs. Reasons for increase is as follows:

Reasons for increase in PAT margins

Amount (Z in Lakhs unless stated otherwise)

Particulars	FY 2023-24	FY 2022-23
Revenue from operations	1,591.00	1,058.86
PAT*	162.85	15.78
PAT Margin	10.24%	1.49%

*for PAT margin, PAT is considered before transferred to Minority Interest

> Shift from Low-Margin Manufacturing:

Discontinuation of the exclusive low-margin supply arrangement with SLIPL reduced dependence on a
single customer and allowed more profitable trading.

> Nil Material Consumption Cost:

With manufacturing halted, there were no raw-material expenses, directly improving gross margins.

> Lower Employee Costs:

Manufacturing stoppage led to a sharp drop in labour and related employee expenses.

> Reduced Operating Overheads:

Under the MOU with Shahprut Corporation, rent and other production costs were borne by the third party,
leaving only electricity expenses for the company.

> Diversified Customer Base:

Transition to trading enabled sales to multiple customers at better pricing, supporting stronger overall
profitability.

Relevant Balance Sheet Items

Amount (Z in Lakhs unless stated otherwise)

Particulars	FY 2024-25	FY 2023-24	FY 2022-23
Long-Term Borrowings	112.27	41.34	-
Short-Term Borrowings	420.69	255.58	298.37
Trade Payables	121.90	260.46	203.68
Trade Receivables	1,076.33	511.08	367.96
Inventories	965.32	701.55	607.02

Long-Term Borrowings

Long-term borrowings increased to ^ 112.27 lakhs in FY 2024-25 from ^41.34 lakhs in FY 2023-24, compared
with nil in FY 2022-23. The rise reflects new unsecured loans taken primarily for business purposes following
the resumption of in-house manufacturing. These borrowings indicate the companys investment in vehicles
and other fixed assets to sustain higher production and sales volumes.

Short-Term Borrowings

Short-term borrowings rose to ^420.69 lakhs in FY 2024-25 from ^255.58 lakhs in FY 2023-24, after standing
at ^298.37 lakhs in FY 2022-23. The increase was due to higher bank Overdraft limit availed by the company
driven by higher working-capital needs stemming from growth in trading and manufacturing operations. Greater

inventory buildup and higher trade receivables required additional short-term funding to ensure liquidity and
maintain uninterrupted operations as the business scale expanded.

Trade Payables

Trade payables decreased to ^121.90 lakhs in FY 2024-25 from ^260.46 lakhs in FY 2023-24, compared with
^203.68 lakhs in FY 2022-23. The decline reflects improved cash flows and more efficient supplier payment
practices, allowing the company to settle dues more promptly. This reduction also highlights better working-
capital management and stronger relationships with vendors as operations stabilised and internal processes
became more streamlined.

Trade Receivables

Trade receivables increased significantly to ^1,076.33 lakhs in FY 2024-25 from ^511.08 lakhs in FY 2023-
24 and ^367.96 lakhs in FY 2022-23. The sharp growth corresponds to higher revenue and an expanding
customer base after the company resumed manufacturing and broadened its trading activities. Extended credit
terms to attract and retain customers also contributed to the higher receivable balance, reflecting the companys
growth-driven sales strategy.

Inventories

Inventories rose to ^965.32 lakhs in FY 2024-25 from ^701.55 lakhs in FY 2023-24 and ^607.02 lakhs in FY
2022-23. This increase was due to greater stocking of raw materials and finished goods to meet rising order
inflows and ensure smooth production cycles. The higher inventory levels demonstrate the companys
preparation for increased demand and its focus on maintaining adequate supplies for both manufacturing and
trading activities.

Conclusion: Overall, the consolidated figures for FY 2024-25 reflect a company in a clear growth phase,
supported by stronger manufacturing activity and wider trading operations. Higher long-term and short-term
borrowings underscore the need for capital to fund expansion and rising working-capital requirements. While
trade payables declined due to faster vendor settlements, the sharp rise in trade receivables and inventories
highlights increased sales volumes and the need to maintain adequate stock for a growing customer base.
Together, these movements indicate deliberate investment in capacity and operational scale, balanced by
improved supplier management and strong demand for the companys products.

Property Plant and Equipment

Amount (Z in Lakhs unless stated otherwise)

Particulars	FY 2024-25	FY 2023-24	FY 2022-23
Gross Block- Opening Balance	108.91	177.23	177.23
Addition/(sale) during the year	35.99	0.10	0
Deductions and Other Adjustments	0	68.43	0
Gross Block- Closing Balance	144.90	108.91	177.23
Accumulated Depreciation- opening balance	62.39	76.11	40.88
Depreciation during the year	13.49	17.33	35.23
Deletion during the year		31.04	-
Accumulated Depreciation- Closing balance	75.88	62.39	76.11
Total Net block of Tangible assets	69.02	46.52	101.13

Cash Flows

The table below summarize our cash flows from our Restated Financial Information for the financial year
ended on March 2025, 2024 and 2023.

Amount (Z in Lakhs unless stated otherwise)

Particulars	FY 2024-25	FY 2023-24	FY 2022-23
Net cash (used in)/ generated from operating activities	(323.08)	79.28	(28.14)
Net cash (used in)/ generated from investing activities	(9.39)	(40.92)	(21.87)
Net cash (used in)/ generated from financing activities	370.60	(35.49)	3.61
Net increase/(decrease) in cash and cash equivalents	38.13	2.87	(46.40)
Cash and Cash Equivalents at the beginning of the Year	2.87	-	46.39
Cash and Cash Equivalents at the end of the Year	41.00	2.87	(0.01)

Net cash from/(used in) Operating Activities

For the fiscal year ending March 31, 2025, net profit before tax stood at Rs473.21 lakhs. Adjusting for non-cash
items such as depreciation and amortization of Rs18.59 lakhs, interest expense of Rs64.58 lakhs, and minor
adjustments for reserves, the operating profit before working capital changes amounted to Rs558.66 lakhs.
During FY 2024-25, working capital movements comprised an increase in trade receivables of Rs565.24 lakhs,
an increase in inventories of Rs263.78 lakhs, and a decrease in other current assets of Rs130.97 lakhs. These were
partially offset by a reduction in trade payables of Rs138.56 lakhs and an increase in other current liabilities of
Rs25.25 lakhs. These changes resulted in cash used in operations of Rs247.25 lakhs, and after payment of direct
taxes of Rs75.82 lakhs, the net cash used in operating activities was Rs323.08 lakhs.

For FY 2023-24, net profit before tax stood at Rs232.50 lakhs. Adjusting for non-cash items such as depreciation
and amortization of ?17.35 lakhs, interest expenses of Rs34.05 lakhs, and minor adjustments for reserves, the
operating profit before working capital changes amounted to Rs301.23 lakhs. During the FY 2023-24, working
capital movements comprised an increase in trade receivables of Rs143.12 lakhs, an increase in inventories of
Rs94.53 lakhs, and a decrease in other current assets of Rs65.47 lakhs. These were partially offset by a increase
in trade payables of Rs56.78 lakhs and a decrease in other current liabilities of Rs98.21 lakhs. These changes
resulted in cash used in operations of Rs87.62 lakhs, and after payment of direct taxes of ?8.34 lakhs, the net
cash generated in operating activities was Rs79.28 lakhs

For FY 2022-23, net profit before tax stood at Rs20.88 lakhs. Adjusting for non-cash items such as depreciation
and amortization of Rs35.27 lakhs, interest expenses of Rs31.18 lakhs, and minor adjustments for provisions and
other income, the operating profit before working capital changes amounted to Rs75.33 lakhs. During the FY
2022-23, working capital movements comprised an increase in trade receivables of Rs44.96 lakhs, an increase in
inventories of Rs323.21 lakhs, and a decrease in other current assets of Rs460.92 lakhs. These were partially offset
by a increase in trade payables of Rs53.47 lakhs and a decrease in other current liabilities of Rs69.09 lakhs. These
changes resulted in cash used in operations of Rs152.45 lakhs, and after payment of direct taxes of Rs180.59 lakhs,
the net cash used in operating activities was Rs28.14 lakhs.

Net cash from/(used in) Investing Activities

For FY 2024-25, net cash used in investing activities was Rs9.39 lakhs, primarily due to purchase of property,
plant and Equipment of Rs36.58 lakhs, and loans and advances received of Rs26.98 lakhs.

For FY 2023-24, net cash used in investing activities was Rs40.92 lakhs, primarily due to purchase of property,
plant and Equipment of Rs17.12 lakhs and proceeds received from sale of property, plants and equipments of
Rs25.07 lakhs, with interest income of Rs1.42 lakhs.

For FY 2022-23, net cash used was Rs21.87 lakhs, largely from loans and advances of Rs23.02 lakhs and interest
income of Rs1.15 lakhs.

Net cash Flow from/(used in) Financing Activities

In FY 2024-25, net cash from financing activities was Rs370.60 lakhs, driven by, proceeds from long-term
borrowings of Rs70.92 lakhs, Increase in short-term borrowings of Rs165.11 lakhs to support working capital
requirements, proceeds from share capital issue: Rs199.14 lakhs and Interest paid of Rs64.58 lakhs, reflecting cost
of borrowings.

In FY 2023-24, net cash used in financing activities was Rs35.49 lakhs, mainly due to net repayment of short-
term borrowings of Rs42.79 lakhs, proceeds from long term borrowings of Rs41.34 lakhs and interest expenses
of Rs34.05 lakhs.

In FY 2022-23, net cash from financing activities was Rs3.61 lakhs, proceeds from short term borrowings is
Rs34.79 lakhs with interest expenses of Rs31.18 lakhs.

Conclusion:

The Companys cash flows in FY 2024-25 indicate effective management of operating, investing, and financing
activities. Despite higher working capital requirements, the Company maintained positive cash balances by
balancing borrowings, operational cash generation, and modest capital expenditure. This reflects a sound
liquidity position and prudent financial management aligned with the companys operational growth.

Financial Indebtedness

Please see "Financial Indebtedness" for a description of broad terms of our indebtedness on page 252 of this
Draft Prospectus. The company has an impeccable record of servicing its debts and has consistently reduced its
dependence on institutional finance, there are negligible chances of any default. In the event our lenders declare
an event of default, such current and any future defaults could lead to acceleration of our obligations,
termination of one or more of our financing agreements or force us to sell our assets, which may adversely
affect our business, results of operations and financial condition.

Off-balance Sheet Commitments and Arrangements

We do not have any off-balance sheet arrangements, derivative instruments, swap transactions or relationships
with affiliates or other unconsolidated entities or financial partnerships that would have been established for the
purpose of facilitating off-balance sheet arrangements along with contingent liabilities as of March 31, 2025.

Outstanding Dues to Trade Payables

For purposes of the disclosure in Issue Document pursuant to the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations, 2018 as amended, the Board of Directors of the Company
has identified a materiality threshold of in excess 5% of total trade payables of the Company as per the
Restated Financial Statements of the company for the year ended March 31, 2025, pursuant to a resolution dated
September 05, 2025; and the amounts owed as of March 31, 2025 by the Company to any small scale
undertaking and any other creditor equal to or exceeding such materiality threshold is identified in summary
form as brought out in the tables below.

Creditors of amount more than threshold limit*

Name of Material Creditor	Amount (Rs. Lakhs)
Creditor 1	16.43
Creditor 2	15.00
Creditor 3	14.28
Creditor 4	13.62
Creditor 5	9.27
Creditor 6	7.53
Total	76.12

(Amount in Lakhs)

Particulars	FY 2025	FY 2024	FY 2023
Trade Payables	121.90	260.46	203.68
- MSME	0	0	0
- Others	121.90	260.46	203.68

INFORMATION REQUIRED AS PER ITEM (II) (C) (iv) OF PART A OF SCHEDULE VI TO THE SEBI
REGULATIONS:

1. Unusual or infrequent events or transactions

Except as described in this Draft Prospectus, during the periods under review there have been no
transactions or events, which in our best judgment, would be considered unusual or infrequent other than
Preferential allotment of 5,97,800 Equity Shares of face value Rs. 10 each issued at Rs. 41/- per share
pursuant to a share swap agreement dated March 15, 2025, executed among Autofurnish Limited, Golden
Mace Private Limited (GMPL), Mr. Puneet Arora, and Mr. Ruppal Wadhwa for consideration other than
cash, being swap of equity share at a ratio of 122 equity share of Autofurnish Limited in lieu of every 1
equity share of the GMPL issued to promoters of GMPL.

2. Significant economic changes that materially affected or are likely to affect income from continuing
operations

Other than as described in the section titled Risk Factors beginning on page 28 of this Draft Prospectus,
to our knowledge there are no known significant economic changes that have or had or are expected to
have a material adverse impact on revenues or income of our Company from continuing operations.

3. Known trends or uncertainties that have had or are expected to have a material adverse impact on
sales, revenue or income from continuing operations

Other than as described in this Draft Prospectus, particularly in the sections Risk Factors and
Management ‘s Discussion and Analysis of Financial Condition and Results of Operations on
pages 28 and 253, respectively, to our knowledge, there are no known trends or uncertainties that are
expected to have a material adverse impact on our revenues or income from continuing operations

4. Future changes in relationship between costs and revenues, in case of events such as future increase
in labor or material costs or prices that will cause a material change are known.

Our Companys future costs and revenues can be impacted by an increase in labor costs as the company
looks to hire talent with new skills and capabilities for the digital economy who may be in short supply.

5. Future relationship between Costs and Income

Our Companys future costs and revenues will be determined by competition, demand/supply situation,
Indian Government Policies, and interest rates quoted by banks & others.

6. Extent to which material increases in net sales or revenue are due to increased sales volume,
introduction of new products or services or increased sales prices.

Increases in our revenues are by and large linked to increases in the volume of business.

7. Total turnover of each major industry segment in which the issuer company operates.

The Company is operating in automotive accessories industry. Relevant industry data, as available, has
been included in the chapter titled "Our Industry" beginning on page 119 of this Draft Prospectus.

8. Status of any publicly announced new products or business segments

Our Company has not announced any new services and product and segment / scheme, other than
disclosure in this Draft Prospectus.

9. The extent to which the business is seasonal.

Our business is not seasonal in nature.

10. Competitive Conditions

We face competition from existing and potential competitors which is common for any business. We have,
over a period of time, developed certain competitive strengths which have been discussed in section titled
"Our Business" on page 138 of this Draft Prospectus.