Dudani Retail Ltd Management Discussions

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND

RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our restated financial statements for the half year ended on September 30, 2025 and for the financial year ended on 31^st March 2025, 31^st March 2024 and 31^st March 2023 including the notes and significant accounting policies thereto and the reports thereon. These financial statements have been prepared in accordance with Ind GAAP, the Companies Act and the SEBI (ICDR) Regulations and restated as described in the report of our auditors dated March 27, 2026 which is included in this Draft prospectus under the section titled "Financial Information as Restated" beginning on page 153 of this Draft prospectus. The restated financial statements have been prepared on a basis that differs in certain material respects from generally accepted accounting principles in other jurisdictions, including US GAAP and IFRS. We do not provide a reconciliation of our restated financial statements to US GAAP or IFRS and we have not otherwise quantified or identified the impact of the differences between Indian GAAP and U.S. GAAP or IFRS as applied to our restated financial statements.

You should also see the section titled "Risk Factors" beginning on page 22 of this Draft prospectus, which discusses a number of factors and contingencies that could impact our financial condition and results of operations. The following discussion relates to our Company, unless otherwise stated, is based on restated audited financial statements.

This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those described under "Risk Factors" and "Forward Looking Statements" beginning on pages 22 and 15 respectively, and elsewhere in this Draft Prospectus.

Accordingly, the degree to which the financial statements in this Draft Prospectus will provide meaningful information depends entirely on such potential investors level of familiarity with Indian accounting practices. Our F.Y. ends on March 31 of each year; therefore, all references to a particular fiscal are to the twelve-month period ended March 31 of that year. Please also refer to section titled "Certain Conventions, Use of Financial, Industry and Market Data and Currency Presentation" beginning on page 13 of this Draft Prospectus.

BUSINESS OVERVIEW

Our company was originally incorporated as a Private Limited Company under the name "Dudani Retail Private Limited" on December 01, 2015, in accordance with the Companies Act, 2013. We received a fresh certificate of incorporation, bearing the corporate identification number U52190RJ2015PTC048711, from the Registrar of Companies, Rajasthan. Subsequently, our company converted into a public limited company, resulting in a name change to "Dudani Retail Limited". This alteration was formally recorded in a new Certificate of Incorporation dated March 06, 2025, with the Corporate Identification Number U52190RJ2015PLC048711, issued by the Registrar of Companies, Central Processing Centre.

Mr. Akshay Dudani and Mrs. Charu Dudani are the promoters of our company. Our registered office is situated at F-93, 3rd Floor, Kartarpura Industrial Area, 22 Godamjaipur, Station Road, Jaipur, Rajasthan, India, 302006.

Our company is engaged in the business of designing, manufacturing, sourcing and supplying apparel and related products through own-brand operations, licensed manufacturing arrangements with Fashion & Lifestyle marketplaces and a structured supply arrangement with an Quick Commerce Platform company. Our activities span manufacturing of womens ethnic and fusion wear, trading of mens wear and fulfilment of just-in-time orders for licensed labels under agreements with Fashion & Lifestyle marketplaces. The company operates from its rented premises at F-93, 4th Floor, Kartarpura Industrial Area, Bais Godam, Jaipur, Rajasthan, where key manufacturing processes such as cutting, stitching, finishing, quality checks and dispatch are undertaken. Value-added processes including fabric dyeing, printing, embroidery and related operations are carried out through third-party processors.

Our own-brand business consists primarily of womens wear sold under the brand "Divena" covering categories such as suit sets, kurtas, dresses, tops, tunics, kaftans, co-ord sets, sarees and bottom wear. These products are designed and manufactured by us using a combination of in-house production and outsourced value-addition. Our mens wear portfolio, marketed under the name "Millennial Men" operates entirely on a trading basis, wherein finished goods are procured from external suppliers and sold through online channels. We also engage in selective trading of personal care and lifestyle products under the name "Cosse" depending on sourcing opportunities and demand patterns.

In addition to our own-brand activities, we manufacture products under licensed arrangements entered into with a Fashion & Lifestyle Marketplace/e-commerce. These arrangements permit us to use specified trademarks owned or managed by the respective entities for the limited purpose of manufacturing and supplying products in accordance with the design briefs, brand specifications, quality standards and operational requirements communicated by them. The labels covered under these arrangements include Kalini, Corsica, Roadster, Anouk Rustic, All about you, Taavi, Navyaazri, Chandbaali, Baesd, ETC, Navibhu, Here & Now. All intellectual property rights in these labels remain with the licensors, and our role is limited to manufacturing and supply based strictly on a just-in-time basis against orders issued by the respective Fashion & Lifestyle marketplaces.

Our company also supplies products to a Quick-Commerce Platform under an arrangement where goods are delivered to designated delivery hubs on a sell-or-return basis. Title to the goods transfers to Quick-Commerce upon acceptance at the delivery location, while payments are made periodically based on actual sales to end customers after deduction of applicable margins. This arrangement is driven by purchase orders issued by Quick-Commerce and operates under defined acceptance, returnability and settlement conditions. This vertical functions independently of our licensed manufacturing activities and provides an additional distribution channel based on platform demand.

Across these operations, our workflow involves design development, procurement of fabrics and materials, sampling, manufacturing, outsourced processing, finishing and dispatch. Our products are sold through multiple e-commerce marketplaces including Myntra, Amazon, Flipkart, Ajio and Nykaa Fashion, as well as through our own brand websites. The combination of in-house capabilities, outsourced processing and multi-channel distribution enables us to manage diverse operational requirements across own-brand products, licensed manufacturing for Fashion and Lifestyle Marketplace company and Quick Commerce Platforms.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST AUDITED PERIOD

In the opinion of the Board of Directors of our Company, since the date of the last audited period i.e., September 30, 2025 as disclosed in this Draft Prospectus, there have not arisen any circumstance that materially or adversely affect or are likely to affect the trading or profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months except as follows:

1. The Board of Directors have decided to get their equity shares listed on SME Platform and pursuant to Section 62(1)(c) of the Companies Act 2013, by a resolution passed at its meeting held on February 24, 2026 proposed the Issue, subject to the approval of the shareholders and such other authorities as may be necessary.

2. The shareholders of the Company have, pursuant to Section 62(1)(c) of the Companies Act 2013, by a special resolution passed in the Extra Ordinary General Meeting held on March 19, 2026 authorized the Initial Public Offer.

KEY FACTORS AFFECTING OUR RESULTS OF OPERATION

- Concentration of our business on apparel products and its vulnerability to variations in demand and changes in consumer preferences;

- Inability to identify consumer demand accurately and maintain an optimal level of inventory;

- Dependency on the strength of our key brands, and any failure to maintain or grow sales of our products;

- Failure to effectively manage high competition of the fashion and retail industry;

- Our failure to acquire new consumers or to do so in a cost-effective manner;

- Any harm to our brand or reputation;

- Our reliance on outsourcing of our production processes and activities to third-parties, without exclusivity arrangements;

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

- Changes in laws and regulations relating to the Sectors in which we operate;

- Political instability or changes in the Government in India or in the government of the states where we operate could cause us significant adverse effects; and

- Global distress due to pandemic, war or by any other reason.

SIGNIFICANT ACCOUNTING POLICIES

Our significant accounting policies are described in the section entitled "Financial Statements as Restated" beginning from page 153 of the Draft Prospectus.

FINANCIAL KPIs OF THE COMPANY

		( in lakhs except percentage and ratios)
Particulars	Period ended 30th September 2025	Year ended 31st March 2025	Year ended 31st March 2024	Year ended 31st March 2023
Total Income	1,389.69	2,528.75	2,513.10	2,418.01
Growth (%)	-45.04%	0.62%	3.93%	40.81%
Revenue from Operation	1,389.68	2,527.72	2,511.89	2,417.98
EBITDA (Operating Profit)	159.51	286.39	180.85	127.18
EBITDA Margin (%)	11.48%	11.33%	7.20%	5.26%
PAT	105.13	177.92	99.38	63.89
Growth (%)	-40.91%	79.02%	55.57%	-44.01%
PAT Margin (%)	7.56%	7.04%	3.95%	2.64%
EPS (Basic & Diluted) - (Post Bonus with retrospective effect)	1.56	2.64	1.47	0.95
Face Value per Equity share	10.00	10.00	10.00	10.00
Total Borrowings	394.86	402.93	352.80	351.13
Total Net Worth (TNW)	944.83	839.70	661.78	562.39
RONW (%)	11.13%	21.19%	15.02%	11.36%
ROCE (%)	15.85%	31.60%	23.91%	18.58%
Debt Equity Ratio (Total Borrowing/TNW)	0.42	0.48	0.53	0.62

*Data for the period ended September 2025 is for 6 months and not annualized.

SUMMARY OF THE RESULTS OF OPERATION:

The following table sets forth select financial data from restated profit and loss accounts for the period ended on September 30, 2025 and financial years ended on 31^st March 2025, 31^st March 2024 and 31^st March 2023 and the components of which are also expressed as a percentage of total income for such periods.

( in lakhs except as otherwise mention)

			For the Period / Year Ended
Particulars	30-09-2025	% of Total Income	31-03-2025	% of Total Income	31-03-2024	% of Total Income	31-03-2023	% of Total Income
Income
Revenue from Operations	1,389.68	100.00%	2,527.72	99.96%	2,511.89	99.95%	2,417.98	100.00%
Other Income	0.01	0.00%	1.03	0.04%	1.21	0.05%	0.03	0.00%
Total Income	1,389.69	100.00%	2,528.75	100.00%	2,513.10	100.00%	2,418.01	100.00%
Expenditure
Cost of Material Consumed	454.85	32.73%	911.27	36.04%	867.47	34.52%	953.02	39.41%
Change In Inventories	(33.45)	-2.41%	(317.56)	-12.56%	(66.25)	-2.64%	(246.40)	-10.19%
Employee Benefit Expenses	108.40	7.80%	212.57	8.41%	120.40	4.79%	116.17	4.80%
Other Expenses	700.38	50.40%	1,435.06	56.75%	1,409.41	56.08%	1,468.01	60.71%
Total Expenses	1,230.17	88.52%	2,241.33	88.63%	2,331.04	92.76%	2,290.81	94.74%
Profit Before Interest, Depreciation and Tax	159.52	11.48%	287.42	11.37%	182.06	7.24%	127.21	5.26%
Depreciation & Amortisation Expenses	4.18	0.30%	11.11	0.44%	17.53	0.70%	14.93	0.62%
Profit Before Interest and Tax	155.34	11.18%	276.31	10.93%	164.53	6.55%	112.28	4.64%
Financial Charges	14.77	1.06%	29.43	1.16%	28.82	1.15%	26.57	1.10%
Profit before Taxation	140.57	10.12%	246.88	9.76%	135.71	5.40%	85.72	3.54%
Provision for Taxation	35.62	2.56%	74.16	2.93%	39.30	1.56%	25.15	1.04%
Earlier year Tax	-	0.00%	-	0.00%	-	0.00%	-	0.00%
Provision for Deferred Tax	(0.17)	-0.01%	(5.20)	-0.21%	(2.97)	-0.12%	(3.32)	-0.14%

 

			For the Period / Year Ended
Particulars	30-09-2025	% of Total Income	31-03-2025	% of Total Income	31-03-2024	% of Total Income	31-03-2023	% of Total Income
Total Tax	35.45	2.55%	68.96	2.73%	36.33	1.45%	21.83	0.90%
Profit After Tax but
Before Extra-ordinary	105.13	7.56%	177.92	7.04%	99.38	3.95%	63.89	2.64%
Items
Extraordinary Items	-	0.00%	-	0.00%	-	0.00%	-	0.00%
Net Profit after adjustments	105.13	7.56%	177.92	7.04%	99.38	3.95%	63.89	2.64%
Net Profit Transferred to Balance Sheet	105.13	7.56%	177.92	7.04%	99.38	3.95%	63.89	2.64%

Details of Product Wise and Channel Wise Turnover

(Amount in Lakhs)

Product Name	HY September 2025	% of Total Revenue from Operatio	Mar-25	% of Total Revenue from Operatio	Mar-24	% of Total Revenue from Operatio	Mar-23	% of Total Revenue from Operations
		ns		ns		ns
Fabric	84.68	6.09%	194.46	7.69%	1.94	0.08%	18.90	0.78%
Kurti, Kurta and Kurta
	1,295.17	93.20%	2,307.45	91.29%	2,480.57	98.75%	2,337.79	96.68%
Sets
Pants/ Bottoms	1.91	0.14%	6.22	0.25%	8.60	0.34%	10.89	0.45%
Shirts	5.71	0.41%	10.34	0.41%	8.79	0.35%	22.80	0.94%
Personal Care	0.25	0.02%	1.26	0.05%	0.09	0.00%	-	0.00%
Services	1.95	0.14%	7.99	0.32%	11.90	0.47%	27.60	1.14%
Total	1389.68	100.00%	2527.72	100.00%	2511.89	100.00%	2417.98	100.00%

 

							(Amount in Lakhs)
Particulars	HY September 2025	% of Revenue from Operations	Mar-25	% of Revenue from Operations	Mar-24	% of Revenue from Operations	Mar-23	% of Revenue from Operations
Through E- commerce Platform	1,002.17	72.12%	1,859.73	73.57%	2,054.05	81.77%	2,121.98	87.76%
Retail through SIS	-1.32	-0.10%	22.57	0.89%	31.94	1.27%	-	0.00%
Through own Website	121.86	8.77%	159.76	6.32%	154.49	6.15%	34.76	1.44%
Offline	266.97	19.21%	485.66	19.21%	271.41	10.81%	261.24	10.80%
Total	1,389.68	100.00%	2,527.72	100.00%	2,511.89	100.00%	2,417.98	100.00%

Details of Domestic Turnover

(Amount in Lakhs)

Particulars	HY September 30, 2025	% of Revenue from Operation	March 31, 2025	% of Revenue from Operation	March 31, 2024	% of Revenue from Operations	March 31, 2023	% of Revenue from Operations
		s		s
Andaman & Nicobar Islands	0.51	0.04%	0.66	0.03%	2.68	0.11%	0.37	0.02%
Andhra Pradesh	22.29	1.60%	45.56	1.80%	46.06	1.83%	57.36	2.37%
Arunachal Pradesh	3.50	0.25%	5.45	0.22%	5.41	0.22%	6.43	0.27%
Assam	21.88	1.57%	33.89	1.34%	36.87	1.47%	35.36	1.46%
Bihar	29.42	2.12%	45.03	1.78%	39.02	1.55%	35.68	1.48%
Chandigarh	12.44	0.89%	28.86	1.14%	31.75	1.26%	24.87	1.03%
Chhattisgarh	6.79	0.49%	6.71	0.27%	-1.83	-0.07%	4.16	0.17%
Dadra & Nagar Haveli and	0.56	0.04%	0.98	0.04%	1.58	0.06%	1.36	0.06%
Daman & Diu
Delhi	113.92	8.20%	229.75	9.09%	272.32	10.84%	203.14	8.40%
Goa	6.25	0.45%	11.25	0.44%	11.25	0.45%	13.90	0.57%

 

Particulars	HY September 30, 2025	% of Revenue from Operation s	March 31, 2025	% of Revenue from Operation s	March 31, 2024	% of Revenue from Operations	March 31, 2023	% of Revenue from Operations
Gujarat	49.16	3.54%	95.31	3.77%	116.27	4.63%	123.72	5.12%
Haryana	99.15	7.13%	155.13	6.14%	123.76	4.93%	99.77	4.13%
Himachal Pradesh	6.10	0.44%	11.08	0.44%	13.25	0.53%	12.39	0.51%
Jammu & Kashmir	6.96	0.50%	12.17	0.48%	14.46	0.58%	16.00	0.66%
Jharkhand	12.88	0.93%	26.58	1.05%	23.88	0.95%	24.42	1.01%
Karnataka	161.58	11.63%	250.18	9.90%	239.30	9.53%	216.44	8.95%
Kerala	23.57	1.70%	52.13	2.06%	53.17	2.12%	64.09	2.65%
Lakshadweep	-	0.00%	0.02	0.00%	-	0.00%	0.01	0.00%
Ladakh	0.03	0.00%	0.06	0.00%	-	0.00%	-	0.00%
Madhya Pradesh	26.49	1.91%	50.28	1.99%	61.72	2.46%	53.01	2.19%
Maharashtra	191.75	13.80%	322.93	12.78%	364.02	14.49%	389.74	16.12%
Manipur	1.29	0.09%	2.15	0.08%	0.89	0.04%	4.13	0.17%
Meghalaya	2.16	0.16%	3.33	0.13%	3.04	0.12%	3.45	0.14%
Mizoram	0.44	0.03%	0.75	0.03%	0.95	0.04%	1.02	0.04%
Nagaland	1.29	0.09%	3.12	0.12%	3.41	0.14%	3.43	0.14%
Odisha	19.87	1.43%	33.87	1.34%	31.62	1.26%	34.75	1.44%
Puducherry	0.84	0.06%	2.17	0.09%	2.48	0.10%	3.36	0.14%
Punjab	37.59	2.70%	63.59	2.52%	60.32	2.40%	53.28	2.20%
Rajasthan	232.52	16.73%	443.87	17.56%	359.83	14.33%	322.84	13.35%
Sikkim	1.66	0.12%	2.98	0.12%	3.37	0.13%	3.92	0.16%
Tamil Nadu	74.28	5.35%	85.67	3.39%	96.41	3.84%	109.46	4.53%
Telangana	53.50	3.85%	118.33	4.68%	96.00	3.82%	115.37	4.77%
Tripura	4.18	0.30%	2.78	0.11%	3.12	0.12%	2.93	0.12%
Other Country	-	0.00%	-	0.00%	-	0.00%	-	0.00%
Uttar Pradesh	91.81	6.61%	230.96	9.14%	236.87	9.43%	205.33	8.49%
Uttarakhand	11.94	0.86%	23.83	0.94%	24.79	0.99%	20.70	0.86%
West Bengal	56.05	4.03%	104.01	4.11%	121.99	4.86%	133.97	5.54%
Total	1,384.63	99.64%	2,505.42	99.12%	2,500.05	99.53%	2,400.15	99.26%

Details of Geographical-wise Turnover

(Amount in Lakhs)

Particulars	HY Septem ber 30, 2025	% of Revenue from Operatio ns	March 31, 2025	% of Revenue from Operations	March 31, 2024	% of Revenue from Operations	March 31, 2023	% of Revenue from Operations
Australia	0.04	0.00%	-	0.00%	0.35	0.01%	-	0.00%
Belgium	0.05	0.00%	-	0.00%	-	0.00%	-	0.00%
Canada	0.16	0.01%	-	0.00%	0.92	0.04%	3.85	0.16%
France	-	0.00%	-	0.00%	0.08	0.00%	-	0.00%
Finland	0.13	0.01%	0.07	0.00%	-	0.00%	-	0.00%
Fiji	0.16	0.01%	-	0.00%	-	0.00%	-	0.00%
Ireland	-	0.00%	0.09	0.00%	0.03	0.00%	-	0.00%
Israel	-	0.00%	-	0.00%	0.43	0.02%	-	0.00%
Italy	-	0.00%	0.14	0.01%	-	0.00%	2.71	0.11%
Japan	0.10	0.01%	-	0.00%	-	0.00%	-	0.00%
Malaysia	-	0.00%	10.73	0.42%	0.63	0.03%	2.95	0.12%
Mauritius	-	0.00%	0.34	0.01%	2.49	0.10%	4.05	0.17%
New Zealand	-	0.00%	1.08	0.04%	0.05	0.00%	-	0.00%
Poland	-	0.00%	-	0.00%	0.04	0.00%	-	0.00%
Romania	-	0.00%	-	0.00%	0.09	0.00%	0.08	0.00%
Singapore	0.95	0.07%	7.08	0.28%	1.82	0.07%	0.87	0.04%
South Africa	0.16	0.01%	-	0.00%	-	0.00%	-	0.00%
Switzerland	-	0.00%	-	0.00%	0.21	0.01%	-	0.00%
UAE	0.26	0.02%	0.15	0.01%	2.72	0.11%	0.63	0.03%
UK	0.16	0.01%	0.29	0.01%	0.35	0.01%	0.50	0.02%
United States of America	2.86	0.21%	2.33	0.09%	1.62	0.06%	2.19	0.09%

 

Particulars	HY Septem ber 30, 2025	% of Revenue from Operatio ns	March 31, 2025	% of Revenue from Operations	March 31, 2024	% of Revenue from Operations	March 31, 2023	% of Revenue from Operations
India	1,384.63	99.64%	2,505.42	99.12%	2,500.05	99.53%	2,400.15	99.26%
Total	1,389.68	100.00%	2,527.72	100.00%	2,511.89	100.00%	2,417.98	100.00%

Our focus on functional and operational excellence has contributed to our track record of robust financial performance. For the Fiscal Year 2025, Fiscal 2024 and Fiscal 2023, we generated total income of 2,528.75 Lakhs, 2,513.10 Lakhs and 2,418.01 Lakhs respectively, EBITDA (operating profit) of 286.39 Lakhs, 180.85 Lakhs and 127.18 Lakhs respectively and net profit after tax of 177.92 Lakhs, 99.38 Lakhs and 63.89 Lakhs respectively. We have reported Return on Net

Worth of 21.19 %, 15.02 % and 11.36 % for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. Our steady operating cash flows enable us to meet the present and future needs of our customers while our strong financial performance instils confidence in us.

The Revenue from operations has increased from 2,417.98 Lakhs in FY 2022-23 to 2,527.72 Lakhs in FY 2024-25 i.e. revenue from operation increased by 109.74 Lakhs (4.54% for the said period) and PAT increased from 63.89 Lakhs (2.64% of total revenue) to 177.92 Lakhs (7.04% of total revenue) as per restated financial statements for the said period.

This increase in profits can be attributed to strategic cost reductions, cost efficiency and the combined efforts taken by the company to reduce costs, which are discussed further in detail in this chapter. The reason for increase in profit after tax from operations was mainly due to major focus of our company on further improving profitability by optimizing the cost structure, improving customer relations, marketing and payment cycles.

MAIN COMPONENTS OF PROFIT AND LOSS ACCOUNT

Total Income

Our total income comprises of Revenue from Operations and Other Income.

Revenue from Operations

Our revenue from operations comprises of Revenue from sale of Fabrics, Kurti, Kurta, Kurta Sets, Pants/Bottoms, Shirts Personal Care.

Other Income

Our other income comprises of Interest Income, Discount, Custom duty drawback, and other miscellaneous income, Profit on sale of Assets.

Expenditure

Our total expenditure primarily consists of Cost of Material Consumed, Change in Inventory, Employee Benefit Expenses, Depreciation & Amortization Expenses, Finance Cost, Other Expenses etc.

Cost of Material Consumed

Cost of Material Consumed comprise of change in opening and closing stock of raw materials and purchases during the period. Purchases majorly comprise of purchase of Fabric/Raw materials, Shirts, Kurti, Kurta, Kurta Sets, Pants/Bottoms, Personal Care.

Change in Inventory

Change in Inventory comprise of change in opening and closing stock of work in progress and finished goods during the period.

Employee Benefit Expenses

Employee benefit expenses comprise of Salary and Wages, Remuneration to Directors, Staff welfare expenses, Gratuity Expenses, Contribution to provident fund and other fund, and Bonus.

Financial Charges

Financial Charges comprises of Interest on secured and unsecured loans and other bank charges.

Depreciation and Amortization Expenses

Depreciation and Amortization Expenses comprise of depreciation and amortization on the Tangible and Intangible assets of our company.

Other Expenses

Other expenses comprise of Manufacturing Expenses comprising of Dying & Printing, Handwork and Embroidery, Job work, Stitching Charges, Electricity Expenses, Cutting Expenses, Packing Material Expenses, Consumables and Other Raw Materials; and other Miscellaneous Expenses like Advertising Expenses, Auditors Remuneration, Commission Expenses, Freight, Insurance Expenses, Office and Administrative Expenses, Rent Expenses, Repairs and Maintenance, Sales Promotion and Marketing Expenses, Travelling & Conveyance Expense, and other Miscellaneous Expenses.

Provision for Taxation

The provision for current tax is computed in accordance with relevant tax regulation. Deferred tax is recognized on timing differences between the accounting and the taxable income for the year and quantified using the tax rates and laws enacted or subsequently enacted as on balance sheet date. Deferred tax assets are recognized and carried forward to the extent that there is a virtual certainly that sufficient future taxable income will be available against which such deferred tax assets can be realized in future.

FINANCIAL PERFORMANCE HIGHLIGHTS FOR THE PERIOD ENDED ON SEPTEMBER 30, 2025

Total Income

The total income during the period (April 01, 2025 to September 30, 2025) was 1,389.69 Lakhs and comprises of Revenue from Operations and Other Income.

Revenue from Operations

The revenue from operations during the period (April 01, 2025 to September 30, 2025) was 1,389.68 Lakhs which is

100.00% of the total income and comprises of sale of Fabrics, Kurti, Kurta, Kurta Sets, Pants/Bottoms, Shirts Personal Care.

Other Income

The other income during the period (April 01, 2025 to September 30, 2025) was 0.01 Lakhs.

Expenditure

The total expenditure during the period (April 01, 2025 to September 30, 2025) was 1,249.12 Lakhs which is almost

89.588% of the total income and primarily consists of Cost of Material Consumed, Change in Inventory, Employee Benefit Expenses, Depreciation & Amortization Expenses, Finance Cost, Other Expenses etc.

Cost of Material Consumed

Cost of Material Consumed during the period (April 01, 2025 to September 30, 2025) were 454.85 Lakhs which is almost

32.73 % of the total income and comprise of Change in Stock of Raw Materials and Purchases during the Year.

Employee Benefit Expenses

Employee benefit expenses during the period (April 01, 2025 to September 30, 2025) were 108.40 Lakhs which is almost

7.80% of the total income and comprises of comprise of Salary and Wages including Bonus & Incentive, Remuneration to Directors, Staff welfare expenses, Gratuity Expenses etc.

Financial Charges

Financial Charges during the period (April 01, 2025 to September 30, 2025) was 14.77 Lakhs which is almost 1.06 % of the total income and comprises Interest on Secured loans and Bank Charges.

Depreciation and Amortization Expenses

Depreciation and Amortization Expenses during the period (April 01, 2025 to September 30, 2025) was 4.18 Lakhs which is almost 0.30 % of the total income and comprises of depreciation on Tangible and Intangible assets of our Company.

Other Expenses

The other expenses during the period (April 01, 2025 to September 30, 2025) were 700.38 Lakhs which is almost 50.40 % of the total income and comprises of Manufacturing Expenses comprising of Dying & Printing, Handwork and Embroidery, Job work, Stitching Charges, Electricity Expenses, Cutting Expenses, Packing Material Expenses, Consumables and Other Raw Materials; and other Miscellaneous Expenses like Advertising Expenses, Auditors Remuneration, Commission Expenses, Freight, Insurance Expenses, Office and Administrative Expenses, Rent Expenses, Repairs and Maintenance, Sales Promotion and Marketing Expenses, Travelling & Conveyance Expense, and other Miscellaneous Expenses.

Provision for Taxation

The provision for tax during the period (April 01, 2025 to September 30, 2025) was 35.45 Lakhs which is almost 2.55% of the total income. The provision for current tax is computed in accordance with relevant tax regulation. Deferred tax is recognized on timing differences between the accounting and the taxable income for the year and quantified using the tax rates and laws enacted or subsequently enacted as on balance sheet date. Deferred tax assets are recognized and carried forward to the extent that there is a virtual certainly that sufficient future taxable income will be available against which such deferred tax assets can be realized in future.

Profit before Tax:

The Profit before Tax during the period (April 01, 2025 to September 30, 2025) was 140.57 lakhs which is almost 10.12% of the total revenue.

Profit after Tax:

The Profit after Tax during the period (April 01, 2025 to September 30, 2025) was 105.13 lakhs which is almost 7.56% of the total revenue.

COMPARISON OF THE FINANCIAL PERFORMANCE OF FISCAL 2025 WITH FISCAL 2024

Total Income: Total income increased from 2,513.10 lakhs in Fiscal 2024 to 2,528.75 lakhs in Fiscal 2025, representing an increase of 15.65 lakhs (0.62%), primarily due to marginal growth in revenue from operations.

Revenue from Operations: Revenue from operations increased from 2,511.89 lakhs in Fiscal 2024 to 2,527.72 lakhs in Fiscal 2025, representing an increase of 15.83 lakhs (0.63%), mainly attributable to improved sales volumes across offline channels.

Other Income: Other income decreased from 1.21 lakhs in Fiscal 2024 to 1.03 lakhs in Fiscal 2025, primarily due to lower non-operational income.

Total Expenses: Total expenses decreased from 2,377.39 lakhs which is almost 94.60% of total turnover in Fiscal 2024 to 22,81.87 lakhs which is almost 90.24% of total turnover in Fiscal 2025, representing a decrease of 95.51 lakhs (4.02%), mainly on account of overall cost rationalization.

Cost of Material Consumed: Cost of material consumed increased from 867.47 lakhs (34.52% of total turnover) in Fiscal 2024 to 911.27 lakhs (36.04% of total turnover) in Fiscal 2025, representing an increase of 43.80 lakhs (5.05%), and leading to decline in profit margins by 1.52% primarily due to increased purchases undertaken to support higher inventory levels.

Changes in Inventories: Changes in inventories increased from of (66.25) lakhs in Fiscal 2024 i.e., 2.64% of total turnover as compared to (317.56) lakhs in Fiscal 2025 i.e., 12.56% of total turnover, primarily on account of higher inventory levels of finished goods maintained during the year to support anticipated demand and ensure continuity of supply. This contributed to improvement in profit margins by 9.92%.

Employee Benefit Expenses: Employee benefit expenses increased from 120.40 lakhs in Fiscal 2024 to 212.57 lakhs in Fiscal 2025, representing an increase of 92.17 lakhs. This increase was primarily due to marginal increase in Directors

Remuneration along with an increase in salaries, wages, and bonuses resulting from annual increments.

Other Expenses: Other expenses increased from 1,409.41 lakhs (56.08% of total turnover) in Fiscal 2024 to 1,435.06 lakhs (56.75% of total turnover) in Fiscal 2025, representing an increase of 25.65 lakhs, mainly due to higher Manufacturing Expenses, Advertising Expenses, Freight and other Miscellaneous Expenses.

Depreciation and Amortization Expenses: Depreciation and amortization expenses decreased from 17.53 lakhs in Fiscal 2024 to 11.11 lakhs in Fiscal 2025, representing a decrease of 6.42 lakhs thereby increasing profitability by 0.26% of total turnover.

Finance Costs: Finance costs increased from 28.82 lakhs in Fiscal 2024 to 29.43 lakhs in Fiscal 2025, representing an increase of 0.61 lakhs (2.12%). This increase was mainly due to increase of secured loan as per their utilization.

Profit Before Tax: Profit before tax increased from 135.71 lakhs (5.40% of total turnover) in Fiscal 2024 to 246.88 lakhs (9.76% of total turnover) in Fiscal 2025, representing an increase of 111.17 lakhs and improvement in margins of 4.36%, primarily driven by reduction in total expenses and improved operational efficiency.

Tax Expense: The total tax expense for FY 2024-25 was increased to 68.96 Lakhs (2.73% of total income) as against

36.33 Lakhs (1.45% of total income) in the FY 2023-24. This increase was mainly due to increase in Profit before Tax as mentioned above. Since the company is earning higher amount than the last year, its paying higher tax as per applicable tax slab and other provision of Income Tax Act.

Profit After Tax: Profit after tax increased from 99.38 lakhs in Fiscal 2024 to 177.92 lakhs in Fiscal 2025. This increase was mainly due to increase in Profit before Tax as mentioned above.

COMPARISON OF THE FINANCIAL PERFORMANCE OF FISCAL 2024 WITH FISCAL 2023

Total Income: Total income increased from 2,418.01 lakhs in Fiscal 2023 to 2,513.10 lakhs in Fiscal 2024, representing an increase of 95.09 lakhs (3.93%), primarily due to increase in revenue from operations.

Revenue from Operations: Revenue from operations increased from 2,417.98 lakhs in Fiscal 2023 to 2,511.89 lakhs in Fiscal 2024, representing an increase of 93.91 lakhs (3.88%), primarily attributable to improved sales volumes across offline channels and through own website.

Other Income: Other income increased from 0.03 lakhs in Fiscal 2023 to 1.21 lakhs in Fiscal 2024, primarily due to increase in non-operational income.

Total Expenses: Total expenses increased from 2,332.30 lakhs (96.46% of total revenue) in Fiscal 2023 to 2,377.39 lakhs (94.60% of total revenue) in Fiscal 2024, representing an increase of 45.09 lakhs in absolute terms. Despite of increase in cost in absolute terms, the profitability improved by 1.86% of total revenue.

Cost of Material Consumed: Cost of material consumed decreased from 953.02 lakhs (39.41% of total revenue) in Fiscal 2023 to 867.47 lakhs (34.52% of total revenue) in Fiscal 2024, representing a decrease of 85.55 lakhs (8.98%), primarily due to lower consumption of raw materials and purchases during the year.

Changes in Inventories: Changes in inventories amounted to (66.25) lakhs (2.64% of total revenue) in Fiscal 2024 as compared to (246.60) lakhs (10.19 % of total revenue) in Fiscal 2023, primarily due to changes in inventory levels of finished goods during the year.

Employee Benefit Expenses: Employee benefit expenses increased from 116.17 lakhs (4.80% of total revenue) in Fiscal 2023 to 120.40 lakhs (4.79% of total revenue) in Fiscal 2024. This increase was primarily due to marginal increase in Directors Remuneration along with an increase in salaries, wages, and bonuses resulting from annual increments.

Other Expenses: Other expenses decreased from 1,468.01 lakhs (60.71% of total revenue) in Fiscal 2023 to 1,409.41 lakhs (56.08% of total revenue) in Fiscal 2024, representing a decrease of 58.60 lakhs, primarily due to cost optimisation during the year.

Depreciation and Amortization Expenses: Depreciation and amortization expenses increased from 14.93 lakhs (0.62% of total revenue) in Fiscal 2023 to 17.53 lakhs (0.70% of total revenue) in Fiscal 2024, representing an increase of 2.60 lakhs primarily due to addition of fixed assets.

Finance Costs: Finance costs increased from 26.57 lakhs (1.10% of total revenue) in Fiscal 2023 to 28.82 lakhs (1.15% of total revenue) in Fiscal 2024, representing an increase of 2.25 lakhs. This increase was mainly due to increase of secured loan as per their utilization.

Profit Before Tax: Profit before tax increased from 85.72 lakhs (3.54% of total revenue) in Fiscal 2023 to 135.71 lakhs (5.40% of total revenue) in Fiscal 2024, representing an increase of 49.99 lakhs primarily due to controlled expenses.

Tax Expense: Tax expense increased from 21.83 lakhs in Fiscal 2023 to 36.33 lakhs in Fiscal 2024, in line with increase in profitability.

Profit After Tax: Profit after tax increased from 63.89 lakhs in Fiscal 2023 to 99.38 lakhs in Fiscal 2024, representing an increase of 35.49 lakhs, reflecting improved profitability.

AN ANALYSIS OF REASONS FOR THE CHANGES IN SIGNIFICANT ITEMS OF INCOME AND EXPENDITURE IS GIVEN HEREUNDER:

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.

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

There are no significant economic changes that may materially affect or likely to affect income from continuing operations. However, Government policies governing the sector in which we operate as well as the overall growth of the Indian economy has a significant bearing on our operations. Major changes in these factors can significantly impact income from continuing operations.

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

Apart from the risks as disclosed under Section "Risk Factors" beginning on page 22 in the Draft Prospectus, in our opinion there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations.

4. Expected Future changes in relationship between costs and revenues

Our Companys future costs and revenues will be determined by demand/supply situation, inflation, Government

Policies and Taxation and Currency fluctuations.

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

Changes in revenue in the last financial years are as explained in the part "Comparison of the Financial Performance" of above.

6. Total turnover of each major industry segment in which our Company operates

The Company is a fashion and lifestyle company engaged in the design, manufacturing, and selling of a wide range of apparel. Therefore, there are no separate reportable segments.

7. Status of any publicly announced New Products or Business Segment

Our Company has not announced any new product other than disclosed in this Draft Prospectus.

8. Seasonality of business

Our business is not seasonal in nature as per the type of services we offered.

9. Competitive conditions

Competitive conditions are as described under the Chapters "Industry Overview" and "Our Business" beginning on page 92 and 101 respectively of the Draft Prospectus.

10. Details of material developments after the date of last balance sheet i.e. September 30, 2025

Except as mentioned in this Draft Prospectus, no circumstances have arisen since the date of last financial statement until the date of filing the Draft Prospectus, which materially and adversely affect or are likely to affect the operations or profitability of our Company, or value of its assets, or its ability to pay its liability within next twelve months.