OPERATIONS
You should read the following discussion and analysis of financial condition and results of operations together with our financial statements included in this Draft Red Herring Prospectus. The following discussion relates to our Company and is based on our restated financial statements. Our financial statements have been prepared in accordance with Indian GAAP, the accounting standards and other applicable provisions of the Companies Act.
Note: Statement in the Management Discussion and Analysis Report describing our objectives, outlook, estimates, expectations or prediction may be "Forward-looking statement" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to our operations include, among others, economic conditions affecting demand/supply and price conditions in domestic and overseas market in which we operate, changes in Government Regulations, Tax Laws and other Statutes and incidental factors.
Our Company was incorporated as "Fractal Industries Private Limited" as a private limited company under the provisions of the Companies Act, 2013 vide Certificate of Incorporation dated January 9, 2020, issued by Assistant Registrar of Companies, Central Registration Centre. Further, our Company was converted from a private limited company to public limited company pursuant to special resolution passed in the Extra-Ordinary General Meeting of our Company dated February 24, 2025 and consequently, the name of our Company was changed from "Fractal Industries Private Limited" to "Fractal Industries Limited" and a fresh certificate of incorporation dated March 13, 2025 was issued to our Company by the Assistant Registrar of Companies/ Deputy Registrar of Companies/ Registrar of Companies, Central Processing Centre. The Corporate Identification Number of our Company is U14101MH2020PLC335773.
Our Company was incorporated by Mr. Pankaj Bishwanath Agrawal and Mrs. Priti Pankaj Agrawal, being subscriber to Memorandum of Association. Currently, Mr. Pankaj Bishwanath Agrawal and Mrs. Priti Pankaj Agrawal are the promoters of our Company since its inception.
Our Company is engaged in the business of designing, sourcing and manufacturing of garments and providing end-to-end warehousing and supply chain services to e-commerce platforms. Having Pan India presence, Fractal Industries is a full service garment manufacturing and technology-driven supply chain management company focused on fast moving, high quality apparel for e-commerce marketplaces (Myntra, Ajio and similar platforms). We integrate agile design-to-delivery manufacturing, scalable production capabilities, rigorous quality control, and data-driven supply chain management to help brands and private labels accelerate speed-to-market, improve margins, and enhance customer satisfaction. We also provide integrated supply chain and fulfillment solutions that enable apparel brands, partners, and marketplaces to optimize and streamline their e-commerce operations. Initially, our Company started manufacturing garments for Myntra. Gradually, year on year basis, company started manufacturing for other marketplaces as well. With a monthly manufacturing capacity of more than 3,00,000 garment units our Company has built a robust supply chain capable of handling multiple daily orders and shipments across multiple marketplaces. Our Manufacturing unit is located at Mumbai with warehouses located in Gujarat, Maharashtra, Haryana, West Bengal and Karnataka. Our Company also offers a wide array of value added services to enhance e-commerce operations including Product Management System, Data Analytics, Integrated Logistics Management, Order Management System, Inventory and Returns Management, Order Anomaly Detection, Multi Channel Sales Enablement.
We attribute our growth in this industry under the able leadership and guidance of Mr. Pankaj Bishwanath Agrawal (Promoter, Chairman and Managing Director), Mrs. Priti Pankaj Agrawal (Promoter), and a dedicated qualified team of professionals of the Company. Mr. Pankaj Bishwanath Agrawal has an overall entrepreneurial experience of more than 22 years in the Supply Chain Management and Apparel Manufacturing Industry. Mr. Pankaj Bishwanath Agrawal has played a key role in formulating policies, procedures and devising organizational development plans. His leadership skills, business understanding, expertise and significant experience are instrumental for the growth of our business. His vision has helped the Company to identify opportunities well in time. Currently he overlooks production, accounts and marketing department of the Company. Mrs. Priti Pankaj Agrawal overlooks after the human resource and administration department in the Company and has over 22 years of experience in the Supply Chain Management and Apparel Manufacturing Industry. For further details of our promoters and our management, please see chapters titled "Our Promoters and Promoters Group" and "Our Management" on page no. 209 and 193 of this Prospectus.
(Amount in Lakhs, except EPS, % and ratios)
Particulars |
Fractal Industries Limited |
|||
| For the Period ended June 30, 2025 | For the year ended March 31, 2025 | For the year ended March 31, 2024 | For the year ended March 31, 2023 | |
| Standalone | Standalone | Consolidated | Consolidated | |
| Revenue from Operations (1) | 2,415.49 | 8,544.87 | 4,994.40 | 8,891.11 |
| Growth in Revenue from Operations (%) | - | 71.09% | (43.83%) | (4.20%) |
| Total Income | 2,417.44 | 8,551.29 | 5,000.85 | 8,891.11 |
| EBITDA (2) | 503.52 | 1,114.81 | 405.23 | 413.12 |
| EBITDA Margin (%) (3) | 20.83% | 13.04% | 8.10% | 4.65% |
| Net Profit for the Year/Period (4) | 360.50 | 753.76 | 226.68 | 265.83 |
| PAT Margin (%) (5) | 14.92% | 8.82% | 4.54% | 2.99% |
| Return on Equity (%) (6) | 20.60% | 63.20% | 32.27% | 58.18% |
| Return on Capital Employed (%) (7) | 11.28% | 25.07% | 12.33% | 19.14% |
| Debt-Equity ratio (8) | 1.28 | 1.76 | 2.68 | 2.38 |
* Notes
1. Revenue from Operations: This represents the income generated by the Company from its core operating operation. This gives information regarding the scale of operations. Other Income is the income generated by the Company from its non core operations.
2. EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by obtaining the profit before tax for the year and adding back interest cost, depreciation, and amortization expense.
3. EBITDA margin is calculated as EBITDA as a percentage of Total Income.
4. Profit for the year represents the restated profits of the Company after deducting all expenses.
5. PAT Margin (%) is calculated as Profit for the year as a percentage of Revenue from Operations.
6. Return on Equity is calculated as Profit after tax, as restated, attributable to the owners of the Company for the year divided by average equity. Average equity is calculated as average of opening and closing balance of total equity (Shareholders funds) for the year.
7. Return on capital employed calculated as Earnings before interest (excluding lease liabilities and other borrowing cost) and taxes divided by capital employed as at the end of respective year. (Capital employed calculated as the aggregate value of tangible net worth, total debt and deferred tax liability)
8. Debt- equity ratio is calculated by dividing total debt by total equity. Total debt represents long-term and short-term borrowings. Total equity is the sum of share capital and reserves & surplus.
Except as otherwise stated in this Draft Red Herring Prospectus and the Risk Factors given in the Draft Red Herring Prospectus, the following important factors could cause actual results to differ materially from the expectations include, among others:
1. General economic and business conditions in the markets in which we operate and in the local, regional, national, and international economies;
2. Any change in government policies resulting in increases in taxes payable by us;
3. Increased competition in the industry in which we operate;
4. Changes in laws and regulations that apply to the industries in which we operate;
5. Company s ability to successfully implement its growth strategy and expansion plans;
6. Ability to keep pace with rapid changes in technology;
7. Ability to maintain relationships with vendor
8. Inability to successfully obtain registrations in a timely manner or at all;
9. General economic, political, and other risks that are out of our control;
10. Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;
11. Any adverse outcome in the legal proceedings in which we are involved;
12. The performance of the financial markets in India and globally
13. Increase in price of raw materials and fuel cost
14. Adverse weather and climatic conditions in the region where we operate
1. BASIS OF PREPARATION
These financial statements have been prepared in accordance with the Generally Accepted Accounting Principles (GAAP) in India under the historical cost convention on accrual basis. GAAP comprises mandatory Accounting Standards as prescribed under section 133 of Companies Act, 2013 (the Act) read with rule 7 of Companies (Accounts Rules), 2014, the provisions of the Act (to the extent notified). Accounting policies have been consistently applied except were newly issued Accounting Standard is initially adopted or a revision of an existing Accounting Standard requires change in accounting policy thereto in use.
2. USE OF ESTIMATES
The preparation of the financial statements is in conformity with Indian GAAP (Generally Accepted Accounting Principles) which requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities as on the date of the financial statements. The estimates and assumptions made and applied in preparing the financial statements are based upon managements best knowledge of current events and actions as on the date of financial statements. However, due to uncertainties attached to the assumptions and estimates made actual results could differ from those estimates. Any revision to accounting estimates is recognised prospectively in current and future periods.
3. REVENUE RECOGNITION:
(i) Revenue is recognised only when risks and rewards incidental to ownership are transferred to the customer, it can be reliably measured and it is reasonable to expect ultimate collection. Revenue from operations includes sales of services.
(ii) Interest is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable. Interest income is included under the head Other income in the statement of profit and loss.
4. INVESTMENTS
Investments are either classified as current or non-current based on managements intention at the time of purchase. Current investments are valued at the lower of cost or fair value. Non- current Investments are carried at cost less provision recorded to recognise any decline other than temporary in carrying value of each investment.
Investment property: An Investment in Land or Building, which is not intended to be occupied substantially for used by, or in operations of, the company, is classified as Investment Property. Investment Properties are stated at cost less diminution in value (other than temporary). The cost comprises purchase price, borrowing costs if capitalization criteria are met and directly attributable cost of bringing investment property to its working condition for the intended use. On disposal of investment, the difference between its carrying amount and net disposal proceeds is charged / credited to the statement of profit and loss.
5. PROPERTY, PLANT AND EQUIPMENT
(i) Property, Plant and Equipment assets are stated at cost of acquisition or construction including expenses incidental to acquisition and its installation. The cost comprises the basic purchase price including import duties and other nonrefundable taxes and directly attributable costs of bringing the asset to its working condition for its intended use.
(ii) Any trade discounts and rebates are deducted in arriving at the purchase price.
(iii) Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance.
(iv) All other expenses on existing fixed assets, including day today repair and maintenance expenditure and cost of replacing parts, are charged to the statement of profit and loss for the period during which such expenses are incurred.
(v) Gains or losses arising from disposal of fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is disposed.
6. DEPRECIATION AND AMORTISATION
Depreciation is calculated using the Written down value method over their estimated useful lives. The estimates of useful lives of Property Plant and Equipments are as follows:
Class of Assets |
Useful Life as per Company |
Office equipment |
5 Years |
Furniture and Fixtures |
3 years |
Motor Car |
8 years |
Plant and Machinery |
15 years |
Mobile Handset |
5 years |
Computers |
3 years |
Depreciation on addition/deletion of fixed assets made during the year is provided on pro-rata basis from/up to the date of such addition/deletion as the case may be
Intangible assets are amortized on a written down basis over the period of expected future economic benefits i.e. over their estimated useful lives.
7. INVENTORIES:
Inventories are valued at the lower of cost (on FIFO) and net realisable value after providing for obsolescence and other losses, where considered necessary. Cost of inventories includes all charges in bringing the goods to the point of sale, including all taxes and other levies, transit insurance and receiving charges. Work in progress and Finished goods include appropriate proportion of overheads and, where applicable, excise duty.
8. IMPAIRMENT OF ASSETS:
At each balance sheet date, the management reviews the carrying amounts of its assets included in each cash generating unit to determine whether there is any indication that those assets were impaired. If any such indication exists, the recoverable amount of the assets is estimated in order to determine the extent of impairment loss. Recoverable amount is the higher of an assets net selling price and value in use. In assessing value in use, the estimated future cash flows expected from the continuing use of the asset and from its disposal are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of time value of money and risks specific to the asset.
Impairment losses of continuing operations are recognised in the statement of profit and loss
9. RETIREMENTBENEFITS:
Defined Contribution Plans:
The Company contributes on a defined contribution basis to Employees Provident Fund towards post employment benefits, all of which are administered by the respective Government authorities, and it has no further obligation beyond making its contribution, which is expensed in the period to which it pertains.
Defined Benefit Plans:
The Company administers the gratuity scheme being unfunded liability. The liability for the defined benefit plan of Gratuity is determined on the basis of actuarial valuation at the year end, which is calculated using projected unit credit method.
10. BORROWING COST
Borrowing costs that are directly attributable to the acquisition/ construction of qualifying PPE are capitalized as a part of
the cost of the respective asset up to the date when such assets are ready for their intended use and borrowing costs other than these costs are charged to Profit and Loss Account.
11. EARNINGS PER SHARE:
The earnings in ascertaining the Companys EPS comprises the net profit after tax attributable to equity shareholders and includes the post tax effect of any extraordinary items. The number of shares used in computing basic EPS is the weighted average number of shares outstanding during the year.
Diluted earnings per share is computed by dividing the profit/(loss) after tax attributable to Equity Shareholders (including the post tax effect of extra ordinary items, if any) as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the weighted average number of equity shares which could have been issued on conversion of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. Dilutive potential equity shares are determined independently for each period.
12. TAXATION:
Tax expense for the year comprising current tax & deferred tax are considered in determining the net profit for the year. Provision is made for current tax and based on tax liability computed in accordance with relevant tax laws applicable to the Company. Provision is made for deferred tax for all timing difference arising between taxable incomes & accounting income at currently enacted or substantively enacted tax rates, as the case may be. Deferred tax assets (other than in situation of unabsorbed depreciation and carry forward losses) are recognized only if there is reasonable certainty that they will be realized and are reviewed for the appropriateness of their respective carrying values at each Balance Sheet date. Deferred tax assets, in situation of unabsorbed depreciation and carry forward losses under tax laws are recognised only to the extent that where is virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be recognised. Deferred Tax Assets and Deferred Tax Liability are been offset wherever the Company has a legally enforceable right to set off current tax assets against current tax liability and where the Deferred Tax Asset and Deferred Tax Liability relate to Income taxes is levied by the same taxation authority.
13. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS:
(i) Provisions
A provisions is recognized when the Company has a present obligation as a result of past event, if it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of obligation.
(ii) Contingent Liability.
Contingent Liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only on the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.
(iii) Contingent Assets
The Company does not recognize a contingent liability but discloses its existence in the financial statements.
14. CASH FLOW STATEMENT
Cash flows are reported using indirect method, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financial cash flows. The cash flows from operating, investing and financing activities of the Company is segregated.
15. CASH & CASH EQUIVALENT
Cash & cash equivalents comprise cash and cash on deposit with banks and corporations. The company considers all highly liquid investments with a remaining maturity at the date of purchase of three months or less and that are readily convertible to known amount of cash to be cash equivalents
16. CURRENT AND NON-CURENT CLASSSIFICATION OF ASSETS/ LIABILITIES
The Company has classified all its Assets/Liabilities into Current/Non-current portion based on the time frame of 12 months from the date of financial statements. Accordingly, Assets/Liabilities expected to be realised/settled within 12 months from
the date of financial statements are classified as Current and other Assets/Liabilities are classified as Non-Current.
17. FOREIGN CURRENCY TRANSACTION:
The transactions in foreign currencies are converted into Indian Rupees at the rates of exchange prevailing on the date of transactions.
The balances in Current Assets and Current Liabilities in foreign currencies at the date of Balance Sheet have been converted into Indian Rupees at the rate of exchange prevalent on that date as per RBI reference rate. The resultant net gain/loss arising out of such foreign exchange translations is taken to Profit and Loss Account except in respect of such differences related to acquisition of PPE from a country outside India which are capitalized as a part of cost of respective PPE.
In respect of transactions covered by Foreign Exchange Forward Contracts, the difference between the forward rate and exchange rate at the inception of contract is recognised as income or expenses over the life of the contract.
18. OPERATING LEASE:
Leases are classified as operating leases where the lessor effectively retains substantially all the risks and benefits of the whole ownership of the leased assets.
As Lessee: Lease payments are recognized as an expense in the statement of profit or loss on a straight-line basis. As Lessor: Lease receipts are recognized as an income in the statement of profit or loss on a straight-line basis.
19. RELATED PARTY TRANSACTION:
Disclosure of transactions with Related Parties, as required by "Accounting Standard 18-Related Party Disclosure" has been set out in the Notes on Financial Statements. Related Parties have been identified based on representations made by key managerial personnel and information available with the company.
Based on Financial Statements of Profit & Loss as Restated
Standalone |
Consolidated |
|||||||
Particulars |
Period Ended 30th June, 25 | ( % of tot al income) | Year Ended 31st March, 25 | ( % of total income) | Year Ended 31st March, 24 | ( % of total income) | Year Ended 31st March, 23 | ( % of total income) |
Revenue |
||||||||
| 2,415.49 | 99.92% | 8,544.87 | 99.92% | 4,994.40 | 99.87% | 8,891.11 | 100.00% | |
Other income |
1.95 | 0.08% | 6.42 | 0.08% | 6.45 | 0.13% | - | |
Total Revenue |
2,417.44 | 100.00% | 8,551.29 | 100.00% | 5,000.85 | 100.00% | 8,891.11 | 100.00% |
Expenses |
||||||||
Cost of Material Consumed |
1,070.57 | 44.29% | 4,409.87 | 51.57% | 5,308.92 | 106.16% | 8,246.99 | 92.76% |
Changes in inventories of Finished Goods & WIP |
(148.68) | (6.15%) | (289.08) | (3.38%) | (1,145.17) | (22.90%) | (232.72) | (2.62%) |
Employee Benefits Expense |
41.33 | 1.71% | 114.89 | 1.34% | 101.68 | 2.03% | 88.20 | 0.99% |
Finance Costs |
61.83 | 2.56% | 179.09 | 2.09% | 96.67 | 1.93% | 61.04 | 0.69% |
Depreciation and amortisation Expense |
6.51 | 0.27% | 29.31 | 0.34% | 34.97 | 0.70% | 31.39 | 0.35% |
Other Expenses |
950.70 | 39.33% | 3,197.40 | 37.39% | 330.19 | 6.60% | 375.52 | 4.22% |
Total Expenses |
1,982.26 | 82.00% | 7,641.48 | 89.36% | 4,727.26 | 94.53% | 8,570.42 | 96.39% |
PROFIT BEFORE EXCEPTIONAL & EXTRAORDINARY ITEMS & TAX |
435.18 | 18.00% | 909.81 | 10.64% | 273.59 | 5.47% | 320.69 | 3.61% |
Exceptional/Prior Period Items |
- | - | - | - | ||||
PROFIT BEFORE TAX |
435.18 | 18.00% | 909.81 | 10.64% | 273.59 | 5.47% | 320.69 | 3.61% |
Tax Expense |
||||||||
Current tax |
96.11 | 3.97% | 157.36 | 1.83% | 49.91 | 0.99% | 57.16 | 0.64% |
Deferred tax (credit)/charge |
(21.43) | (0.89%) | (1.31) | (0.02%) | (2.88) | (0.06%) | (2.25) | (0.03%) |
Excess Income tax Provision last year w/off |
- | |||||||
Total Tax Expenses |
74.68 | 3.08% | 156.05 | 1.81% | 47.03 | 0.93% | 54.91 | 0.62% |
Profit for the period / year before Minority Interest |
360.50 | 14.92% | 753.76 | 8.82% | 226.56 | 4.54% | 265.78 | 2.99% |
Add/(Less):Profit/(Loss) Transferred to Minority Interest |
(0.12) | (0.00%) | (0.05) | (0.00%) | ||||
Profit for the period / year After Minority Interest |
360.50 | 14.92% | 753.76 | 8.82% | 226.68 | 4.54% | 265.83 | 2.99% |
Components of our Profit and Loss Account Income
Our total income comprises of revenue from operations and other income.
Revenue from Operations
The Revenue from operations as a percentage of our total income was 99.92%, 99.92%, 99.87% and 100.00% for the Period ended June 30, 2025 and Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 respectively.
(Amount Rs. in Lakhs)
Standalone |
Consolidated |
|||
Particulars |
For the period ended 30 June 2025 | For the year ended 31 March 2025 | For the year ended 31 March 2024 | For the year ended 31 March 2023 |
Revenue from Sale of Products |
2415.49 | 8,544.87 | 4,994.40 | 8,891.11 |
Total |
2415.49 | 8,544.87 | 4,994.40 | 8,891.11 |
Other Income
Our other Income consists of Sale of Subsidiary, Discounts, Bad Debts Write Back and Rent Income.
Expenditure
Our total expenditure primarily consists of Cost of material consumed, Direct expenses, Employee benefit expenses, finance costs, Depreciation and Other Expenses.
(Amount Rs. in Lakhs)
Standalone |
Consolidated |
|||
Particulars |
For the period ended 30 June 2025 | For the year ended 31 March 2025 | For the year ended 31 March 2024 | For the year ended 31 March 2023 |
Cost of material consumed |
1070.57 | 4,409.87 | 5,308.92 | 8,246.99 |
Changes in inventories of work-in-progress |
(148.68) | (289.08) | (1,145.17) | (232.72) |
Employee benefits expense |
41.33 | 114.89 | 101.68 | 88.20 |
Finance costs |
61.83 | 179.09 | 96.67 | 61.04 |
Depreciation and amortization expense |
6.51 | 29.31 | 34.97 | 31.39 |
Other expenses |
950.7 | 3,197.40 | 330.19 | 375.52 |
Total |
1982.26 | 7,641.48 | 4,727.26 | 8,570.42 |
Cost of material consumed
Our cost of material consumed comprises of Purchases of materials.
Employee Benefit Expenses
Our employee benefits expense comprises of Salaries and wages, Staff Welfare, Directors Remuneration, Contribution to Provident fund and other fund and Gratuity Expense.
Finance costs
Our Finance cost expenses comprise of Interest Expenses & other costs related to borrowings.
Other expenses - A) Direct Expense:
Our direct expenses comprise of Commission expense, Freight expense, Logistics expense and other Service Charges, , Testing Charges, Labour expense, and other expenses.
B) Indirect Expenses:
Our other expenses primarily comprise of Auditors remuneration, Advertisement and Business Promotion Expenses, Electricity expense, Legal expense, Travelling & Conveyance, Rental expense, Repair and Maintenance expense, Rates & Taxes, Professional and Consultancy Charges, Office Expenses, etc
(Amount f in Lakhs)
Standalone |
Consolidated |
|||||||
Particulars |
For the periodended 30 June 2025 |
For the year ended 31 March 2025 |
For the year ended 31 March 2024 |
For the year ended 31 March 2023 |
||||
DIRECT EXPENSE |
||||||||
Sampling expenses |
0.55 |
0.85 |
0.96 |
2.80 |
||||
Testing & Inspection charges |
0.31 |
4.94 |
14.53 |
10.56 |
||||
Transport, C&F charges |
15.29 |
50.40 |
51.04 |
65.91 |
||||
Transport Charges(Train) |
- |
1.36 |
0.18 |
1.14 |
||||
Commission Expenses |
181.05 |
608.18 |
- |
- |
||||
Logistics & Contractual Services |
607.29 |
2,167.16 |
0.38 |
- |
||||
Royalty & Technical Services |
35.73 |
86.12 |
- |
- |
||||
Manpower Services |
8.78 |
36.94 |
2.71 |
- |
||||
TOTAL (A) |
849.00 |
2,955.95 |
69.80 |
80.41 |
||||
INDIRECT EXPENSE |
||||||||
Professional Fees |
28.67 |
31.63 |
7.81 |
7.25 |
||||
Rental Expenses |
12.7 |
47.32 |
66.56 |
54.72 |
||||
Depository Charges |
0.4 |
0.00 |
0.00 |
0.00 |
||||
Fees & Subscriptions |
0.09 |
0.14 |
0.72 |
0.84 |
||||
Telephone expenses |
0.05 |
0.12 |
0.13 |
0.64 |
||||
Insurance |
1.04 |
4.08 |
5.35 |
0.83 |
||||
Business promotional Expenses |
34.46 |
0.06 |
20.49 |
21.69 |
||||
Electricity charges |
3.35 |
9.77 |
5.87 |
3.09 |
||||
Internet & Domain Charges |
0.33 |
0.81 |
0.67 |
0.57 |
||||
Late fees, Penalty & Interest Charges |
0.02 |
0.69 |
2.08 |
1.17 |
||||
Lodging and Fooding Expenses |
0.36 |
2.92 |
3.28 |
3.33 |
||||
Miscellaneous Expenses |
- |
0.56 |
2.29 |
3.42 |
||||
Bank Charges |
5.27 |
0.95 |
2.94 |
8.01 |
||||
Sundry Balance Written Off |
0.08 |
- |
6.92 |
- |
||||
Travelling & Conveyance (Domestic) |
3.07 |
2.15 |
1.89 |
3.83 |
||||
Postage, Courier |
0.45 |
1.78 |
2.89 |
4.42 |
||||
Product development expenses |
- |
11.93 |
- |
- |
||||
Postage, Courier (FMI) |
- |
0.01 |
0.01 |
0.03 |
||||
Printing & Stationery |
0.98 |
6.69 |
5.78 |
3.21 |
||||
Repairs & maintenance |
1.95 |
11.67 |
9.21 |
4.8 |
||||
ROC Fee & Filing charges |
- |
11.19 |
- |
0.04 |
||||
Discount Allowed |
- |
0.4 |
- |
- |
||||
Office expenses |
- |
5.9 |
1.36 |
0.34 | ||||
Society charges |
1.74 |
12.38 |
5.45 |
5.26 | ||||
Stamp Duty |
0.05 |
3.13 |
1.8 |
7.68 | ||||
Prepayment charges |
3.65 |
10.49 |
54.85 |
104.22 | ||||
Conveyance Expenses |
- |
24.83 |
18.87 |
28.56 | ||||
Brokerage & Commission |
1.25 |
10.47 |
20.22 |
14.2 | ||||
Legal & Consultancy charges |
0.04 |
1.07 |
0.6 |
- | ||||
Loading and Unloading Expenses |
0.07 |
10.31 |
8.03 |
11.65 | ||||
Travelling Expenses (Foreign) |
- |
10.78 |
- |
0.8 | ||||
Donation & Charity Expenses |
- |
0.27 |
0.25 |
0.21 | ||||
Auditors Remuneration |
0.88 |
3.5 |
0.35 |
0.3 | ||||
Packing Expense |
- |
- |
3.49 |
- | ||||
Loss on sale of fixed asset |
- |
0.7 |
- |
- | ||||
Security Service |
0.75 |
2.76 |
0.23 |
- | ||||
TOTAL (B) |
101.70 |
241.46 |
260.39 |
295.11 | ||||
TOTAL (A+B) |
950.70 |
3197.40 |
330.19 |
375.52 | ||||
Provision for Tax
The provision for current taxation 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.
Period ended 30 June, 2025
Revenue from Operations
The Revenue from Operations of our company for the period ended 30 June 2025 was Rs. 2415.49 Lakhs.
Other Income
The other income of our company for the period ended 30 June 2025 was Rs. 1.95 Lakhs.
Total Income
The total income of the company for the period ended 30 June 2025 was Rs.2417.44 Lakhs.
Expenditure
Cost of material consumed
For the period ended 30 June, 2025 the cost of material consumed was Rs. 1070.57 Lakhs.
Employee Benefit Expenses
For the period ended 30 June, 2025 the Employee Benefit Expenses was Rs. 41.33 Lakhs.
Finance Costs
For the period ended 30 June, 2025 the Finance cost was Rs. 61.83 Lakhs.
Other Expense-
A) Direct Expenses
For the period ended 30 June 2025 the Direct Expenses was Rs. 849.00 Lakhs.
B) Indirect Expenses
For the period ended 30 June 2025 the Indirect Expenses was Rs. 101.70 Lakhs.
Profit before Tax
Our Company had reported a profit before tax for the period ended 30 June, 2025 of Rs. 435.18 Lakh.
Profit after Tax
Our company had reported a profit after tax for the period ended 30 June 2025 of Rs. 360.50 Lakhs.
Fiscal 2025 compared with Fiscal 2024 Revenue from Operations
The Revenue from Operations of our company for Fiscal year 2025 was Rs. 8,544.87 Lakhs against Rs. 4,994.40 Lakhs for Fiscal year 2024. An increase of 71.09% in revenue from operations. This increase was due to the adoption of PPMP model, strategic shift from B2B to B2C, which allows the company to access larger and diverse market.
Other Income
The other income of the Company for Fiscal 2025 was Rs.6.42 lakhs as against Rs.6.45 lakhs in Fiscal 2024, primarily remaining consistent on a year-on-year basis with no significant variation. The other income mainly includes rent income, discounts received, and reversal of lease reserve.
Total Income
The total income of the company for fiscal year 2025 was Rs. 8,551.29 Lakhs against Rs. 5,000.85 Lakhs of total income for Fiscal year 2024 with an increase of 70.99% in total income. This increase was primarily due to adoption of PPMP model, strategic shift from B2B to B2C, which allows the company to access larger and diverse market.
Expenditure
Cost of material consumed
In Fiscal 2025, cost of material consumed were Rs. 4,409.87 Lakhs against Rs.5,308.92 Lakhs of Cost of material consumed in fiscal 2024. A decrease of 16.93%.
Employee Benefit Expenses
In Fiscal 2025, the Company incurred employee benefit expenses of Rs. 114.89 Lakhs against Rs. 101.68 Lakhs expenses in Fiscal 2024. An increase of 12.99%. This increase was due to hiring of qualified labours to improve the production process.
Finance Costs
The finance costs for the Fiscal 2025 were Rs. 179.09 Lakhs while it was Rs. 96.67 Lakhs for Fiscal 2024. An increase of 85.26%. This increase was due to addition in the borrowings during the FY 2025.
Other Expense-
A) Direct Expenses
The Companys direct expenses increased sharply from Rs. 69.80 lakhs in Fiscal 2024 to Rs. 2,955.95 lakhs in Fiscal 2025, primarily due to the transition and subsequent scale-up of operations from Outright sale model to the Pure Play Marketplace (PPMP) model with leading e-commerce platforms.
In Fiscal 2024, the Company initiated the shift from the outright sales model-where goods were sold directly to e- commerce platforms or distributors.
Where in under PPMP model, under which the Company lists and sells its products directly to end customers through marketplace platforms. Under this arrangement, the Company retains ownership of inventory and is directly responsible for various selling and fulfilment-related costs that were earlier borne by distributors or platforms.
As a result, several new expense categories emerged, particularly commission expenses and logistics & contractual service charges, which are levied by e-commerce platforms towards order processing, warehousing, packaging, and delivery services. During Fiscal 2025, commission expenses increased to Rs. 608.18 lakhs, while logistics and contractual service charges rose significantly to Rs. 2,167.16 lakhs, as compared to negligible amounts in the previous fiscal 2023.
The overall increase in direct expenses reflects the full-year impact of operations under the PPMP model and higher
sales volumes through marketplace channels. While this model entails higher variable costs due to platform-related charges which was earlier borne by distributors or platforms under outright model.
B) Indirect Expenses
In Fiscal 2025, our indirect expenses were Rs. 241.45 Lakhs and Rs. 260.39 Lakhs in Fiscal 2024. A decrease of 7.27%. This decrease was primarily on account of lower administrative and operational expenses.
Profit before Tax
Our Company had reported a profit before tax for the Fiscal 2025 of Rs. 909.81 Lakhs against profit before tax of Rs. 273.59 Lakhs in Fiscal 2024. This improvement was mainly attributable to strong revenue growth resulting from the adoption of PPMP model, strategic shift from B2B to B2C, which allows the company to access larger and diverse market.
Profit after Tax
Profit after tax for the Fiscal 2025 were at Rs. 753.76 Lakhs against profit after tax of Rs. 226.68 Lakhs in fiscal 2024, An Increase of 232.52%. This improvement was mainly attributable to strong revenue growth resulting from the adoption of PPMP model, strategic shift from B2B to B2C, which allows the company to access larger and diverse market.
Fiscal 2024 compared with fiscal 2023 Revenue from Operations
The Revenue from Operations of our company for fiscal year 2024 was Rs. 4,994.40 Lakhs against Rs. 8,891.11 Lakhs for Fiscal year 2023. A decrease of 43.83% in revenue from operations. This decrease was due to adoption of PPMP model, which involved transitioning from a B2B to a B2C approach. During this period, employees underwent shortterm training programs to adapt to the new model, temporarily impacting operational output. However, this strategic shift laid the groundwork for long-term revenue growth, as evidenced by the significant improvement in Fiscal Year 2025.
Other Income
The other income of our company for fiscal year 2024 was Rs. 6.45 Lakhs against Nil for Fiscal year 2023. This increase was due to Discount received & write back of certain bad debts.
Total Income
The total income of the company for fiscal year 2024 was Rs. 5,000.85 Lakhs against Rs. 8,891.11 Lakhs of total income for Fiscal year 2023 with an decrease of 43.75% in total income. This decrease was primarily due to decrease of sales of goods.
Expenditure
Cost of material consumed
In Fiscal 2024, cost of material consumed were Rs.5,308.92 Lakhs against Rs.8,246.99 Lakhs of Cost of material consumed in fiscal 2023. A decrease of 35.63%. This decrease was due to adoption of PPMP model, which involved transitioning from a B2B to a B2C approach. During this period, employees underwent short-term training programs to adapt to the new model, temporarily impacting operational output. However, this strategic shift laid the groundwork for long-term revenue growth, as evidenced by the significant improvement in Fiscal Year 2025.
Employee Benefit Expenses
In Fiscal 2024, the Company incurred employee benefit expenses of Rs.101.68 Lakhs against Rs.88.20 Lakhs expenses in fiscal 2023. A increase of 15.28%. This increase was due to measures taken by the management to introduce the training programme for adaption of PPMP model.
Finance Costs
The finance costs for the Fiscal 2024 were Rs. 96.67 Lakhs while it was Rs. 61.04 Lakhs for Fiscal 2023. An increase of 58.37%. This increase was due to increase in borrowings and costs associated with it.
Other Expense-
A) Direct Expenses
In Fiscal 2024, the Company incurred Direct expenses of t69.8 Lakhs against t80.41 Lakhs of Direct expenses in fiscal 2023. A decrease of 13.19%. This decrease was due to lower transportation charges.
B) Indirect Expenses
In fiscal 2024, our indirect expenses were Rs. 260.39 Lakhs and Rs. 295.11 Lakhs in fiscal 2023. A decrease of 11.77%.This reduction was mainly attributable to better cost control measures, optimization of administrative overheads.
Profit before Tax
Our Company had reported a profit before tax for the Fiscal 2024 of Rs. 273.59 Lakhs against profit before tax of Rs. 320.69 Lakhs in Fiscal 2023. A decrease of 14.69%. This decrease was primarily driven by lower revenue from operations and lower gross margins. The company also faced higher rate of cost of material consumed.
Profit after Tax
Profit after tax for the Fiscal 2024 were at Rs. 226.68 Lakhs against profit after tax of Rs. 265.83 Lakhs in fiscal 2023, An decrease of 14.73%. This decrease was primarily driven by lower revenue from operations and lower gross margins. The company also faced higher rate of cost of material consumed.
Cash Flows
(Amount Rs in lakhs)
Standalone |
Consolidated |
|||
Particulars |
For the period ended June 30, 2025 | For the year ended March 31, 2025 | For the year ended March 31, 2024 | For the year ended March 31, 2023 |
Net Cash Flow from/ (used in) Operating Activities |
343.74 | (351.93) | (1,001.43) | 801.44 |
Net Cash Flow from/ (used in) Investing Activities |
(0.89) | (43.18) | (485.86) | (288.30) |
Net Cash Flow from/ (used in) Financing Activities |
(347.20) | 393.48 | 686.45 | 293.48 |
Cash Flows from Operating Activities
1. For the period ending June 30, 2025, Net cash flow generated in operating activities was t 343.74 Lakhs. This comprises of the net profit before tax of t 435.18 Lakhs, which was primarily adjusted for Depreciation and Amortization expense of t 6.51 Lakhs, Gratuity provision of t 0.98 Lakhs and Finance cost of t 61.83 Lakhs. The resultant operating profit before working capital changes was t 504.50 Lakhs, which was primarily adjusted for a decrease in Trade Receivables of t 65.69 Lakhs, and Short-Term Provision of t 0.88 Lakhs. Additionally, there was an increase in Trade Payables of t 225.16 Lakhs, Inventory of t 266.67 Lakh, Other Current asset of t 22.24 Lakh, Other Current Liabilities of t 20.19 Lakh, Long Term Provision of t 0.99 Lakh, Non-Current Asset of t 0.10 Lakh and Short-term loan and Advances of t 102.77 Lakh.
Cash generated from operations was t 423.87 Lakhs, which was reduced by Income tax paid of t 80.13 Lakhs, resulting into net cash flow used in operating activities of t 343.74 Lakhs.
2. For the year ended March 31, 2025, Net cash flow used in operating activities was t 351.93 Lakhs. This comprises of the net profit before tax of t 909.81 Lakhs, which was primarily adjusted for Depreciation and Amortization expense of t 29.31 Lakhs, Finance cost of t 179.09 Lakhs, Gratuity provision of t 2.36 Lakhs, Loss of t 0.70 Lakhs
on Sale of Asset t 8.74 Lakhs. The resultant operating profit before working capital changes was t 1,121.27 Lakhs, which was primarily adjusted for an increase in Trade Receivables of t 113.19 Lakhs, Inventories of t 416.83 Lakhs, Other Non-Current Assets of t 12.1 Lakhs, and Loans and Advances of t 382.18 Lakhs, Long Term Provision of t 2.35 and Other Current Liabilities of t 8.63 Lakhs. Additionally, there was an decrease in Other Current Assets of t 22.54 Lakhs, Trade Payables of t 437.49 Lakhs and Short-Term Provisions of t 19.87 Lakhs.
Cash utilised from operations was t 226.87 Lakhs, which was increased by Income tax paid of t 125.06 Lakhs, resulting into net cash flow used in operating activities of t 351.93 Lakhs.
3. For the year ended March 31, 2024, Net cash flow from operating activities was t 1,001.43 Lakhs. This comprises of the net profit before tax of t 273.59 Lakhs, which was primarily adjusted for Depreciation and Amortization expense of t 34.97 Lakhs, Finance cost of t 96.67 Lakhs, Gratuity provision of t 2.23 Lakhs. The resultant operating
profit before working capital changes was t 407.46 Lakhs, which was primarily adjusted for an increase in Other Current Liabilities of t 24.21 Lakhs, Long Term Provision of t 2.22 Lakhs , Other Long Term Liabilities of t 2.5 Lakh
, Other Non-Current Asset of Rs. 1.8 Lakh , Loans and Advances of Rs. 82.37, Increase in Short Term Provision of Rs. 0.46 Lakhs and Inventories of Rs. 1,145.17 Lakhs and Decrease in Trade Receivable of Rs.721.78 Lakh, Other Current Assets of Rs. 54.69 Lakhs, Trade Payable of Rs. 933.19 Lakh.
Cash utilised from operations was Rs. 949.21 Lakhs, which was increased by Income tax paid of Rs. 52.22 Lakhs, resulting into net cash flow utilised from operating activities of Rs. 1,001.43 Lakhs.
4. For the year ended March 31, 2023, Net cash flow generated in operating activities was Rs. 801.44 Lakhs. This comprises the net profit before tax of Rs. 320.69 Lakhs, which was primarily adjusted for Depreciation and Amortization expense of Rs. 31.39 Lakhs, Finance cost of Rs. 61.04 Lakhs, Gratuity provision of Rs. 1.20 Lakhs and Adjustment related
to Cash flow of Rs. 1.41 Lakh. The resultant operating profit before working capital changes was Rs. 412.91 Lakhs, which was primarily adjusted for an increase in Trade Receivables of Rs. 318.59 Lakhs, Inventories of Rs. 232.72 Lakhs, Other Current Assets of Rs. 112.23 Lakhs, Trade Payables of Rs. 1,217.64 Lakh, Other Current Liabilities of Rs. 21.47 Lakh , Long Term Provision of Rs. 2.51 Lakh Other Non Current Asset of Rs. 8.00 Lakh and Short Term Loans and Advances of Rs. 40.08 Lakhs. Additionally, there was a decrease in Short Term Provisions of Rs. 21.27 Lakhs.
Cash generated from operations was Rs. 921.64 Lakhs, which was reduced by direct tax paid of Rs. 120.20 Lakhs, resulting into net cash flow from operating activities of Rs. 801.44 Lakhs.
Cash Flows from Investment Activities
1. For the period ended June 30, 2025, net cash used in investing activities was Rs.0.89 Lakhs, which primarily comprised of cash outflow in Purchase of property, plant & equipment of Rs. 0.89 Lakhs.
2. For the year ended March 31, 2025, net cash used in investing activities was Rs. 43.18 Lakhs, which primarily comprised of cash outflow in Purchase of property, plant & equipment of Rs. 53.18 Lakhs and Proceeds from Sale of Purchase of property, plant & equipment of Rs. 10 Lakhs.
3. For the year ended March 31, 2024, net cash utilized from investing activities was Rs. 485.86 Lakhs, which primarily comprised of Purchase of property, plant & equipment of Rs. 11.46 Lakhs and Investment of Rs. 474.40 Lakh.
4. For the year ended March 31, 2023, net cash utilized from investing activities was Rs. 288.30 Lakhs, which primarily comprised of Purchase of property, plant & equipment of Rs. 80.14 Lakhs and Investment of Rs. 208.16 Lakh.
Cash Flows from Financing Activities
1. For the period ended June 30, 2025, net cash used in financing activities was Rs. 347.20 Lakhs, which primarily comprised of interest cost paid of Rs. 61.83 Lakhs and proceeds from long term borrowings of Rs. 92.75 Lakhs, repayment of long-term borrowings of Rs. 379.5 Lakhs and proceeds from short term borrowings of Rs. 1.38 Lakhs.
2. For the year ended March 31, 2025, net cash generated in financing activities was Rs. 393.48 Lakhs, which primarily comprised of interest cost paid of Rs. 179.09 Lakhs and Proceeds from Long term Borrowings of Rs. 445 Lakhs, Repayment of Long-term Borrowings of Rs. 516.87 Lakhs, Proceeds from Short term Borrowings of Rs. 644.76 Lakhs and Repayment to Minority Interest of Rs. 0.32 Lakhs.
3. For the year ended March 31, 2024, net cash generated in financing activities was Rs. 686.45 Lakhs, which primarily comprised of interest cost paid of Rs. 96.67 Lakhs and Proceeds from Long term Borrowings of Rs. 1,164.95 Lakhs, Repayment of Long-term Borrowings of Rs. 595.18 Lakhs and Proceeds from Short term Borrowings of Rs. 213.35 Lakhs.
4. For the year ended March 31, 2023, net cash generated in financing activities was Rs. 293.48 Lakhs, which primarily comprised of interest cost paid of Rs. 61.04 Lakhs and Proceeds from Long term Borrowings of Rs. 187 Lakhs, Repayment of Long-term Borrowings of Rs. 109.40 Lakhs, Proceeds from Short term Borrowings of Rs. 276.43 Lakhs and Proceeds from Minority Interest of Rs. 0.49 Lakh.
1. Related Party Transactions
For further information, Please refer "Note: 32 - Related Party Transactions" under chapter titled "Restated Financial
Statements" beginning on page no. 215 of this Draft Red Herring Prospectus.
2. Off-Balance Sheet Items
We do not have any other off-balance sheet arrangements, derivative instruments or other relationships with any entity
that have been established for the purposes offacilitating off-balance sheet arrangements.
3. Qualifications of the Statutory Auditors which have not been given effect to in the Restated Financial Statements
There are no qualifications in the audit report that require adjustments in the Restated Financial Statements
4. Qualitative Disclosure About Market Risk Financial Market Risks
Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk. We are exposed interest rate risk, inflation and credit risk in the normal course of our business.
Interest Rate Risks
We are currently exposed interest to rate risks to the extent of outstanding loans. However, any rise in future borrowings may increase the risk.
Effect of Inflation
We are affected by inflation as it has an impact on the operating cost, staff costs etc. In line with changing inflation rates, we rework our margins so as to absorb the inflationary impact.
Credit Risk
We are exposed to credit risk on monies owed to us by our customers. If our customers do not pay us promptly, or at all, we may have to make provisions for or write-off such amounts.
Information required as per Item 11 (II) (C) (iv) of Part A of Schedule VI to the SEBI Regulations:
1. Unusual or infrequent events or transactions
There has not been any unusual trend on account of our business activity. There are no Unusual or infrequent events or transactions in our Company. The transactions are as per usual business operations.
2. Significant economic changes that materially affected or are likely to affect income from continuing Operations
Other than as described in the Section titled "Restated Financial Statements" and chapter titled "Managements Discussion and Analysis of Financial Conditions and Results of Operations," beginning on Page 215 and 269 respectively of this Draft Red Herring Prospectus, to our knowledge there are no significant economic changes that materially affected or are likely to affect income from continuing Operations.
3. Known trends or uncertainties that have/had or are expected to have a material adverse impact on revenue or income from continuing operations
Apart from the risks as disclosed under Chapter titled "Risk Factors" beginning on page no. 25 in this Draft Red Herring 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. Details of default, if any, including therein the amount involved, duration of default and present status, inrepayment of statutory dues or repayment of debentures or repayment of deposits or repayment of loans from any bank or financial institution.
Except as disclosed in chapter titled "Restated Financial Statements" beginning on page 215 of this Draft Red Herring Prospectus, there have been no defaults in payment of statutory dues or repayment of debentures and interest thereon or repayment of deposits and interest thereon or repayment of loans from any bank or financial institution and interest thereon by the Company.
5. Material Frauds
There are no material frauds, as reported by our statutory auditor, committed against our Company, in the last three Fiscals
6. Future changes in relationship between costs and revenues, in case of events such as future increase in labour or material costs or prices that will cause a material change are known
Our Companys future costs and revenues will be determined by demand/supply situation, both of the end services as well as the government policies and other economic factor
7. Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products such as Denim Jeans and Jackets. .
Increases in revenues are by and large linked to increases in volume of business and also dependent on the price
realization on our products/services.
8. Total turnover of each major industry segment in which the issuer company operated.
Relevant Industry data and, as available, has been included in the chapter titled "Industry Overview" beginning on page no. 100 of this Red Herring Prospectus.
9. The extent to which business is seasonal.
Our business is dependent to a certain extent on the seasonal, environmental and climate changes. Hence, our business is seasonal in nature.
10. Any significant dependence on a single or few suppliers or customers
Our business is dependent on few clients. Our top 10 customers contributed 100.00%, 99.76%% and 100.00% of revenue from operations for F.Y. ending on 2024-25, 2023-24, and 2022-23 respectively.
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+91 9892691696
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