Jay Ambe Supermarkets Ltd Management Discussions

OPERATIONS

This Red Herring Prospectus may include forward-looking statements that involve risks and uncertainties, and our actual financial performance may materially vary from the conditions contemplated in such forward-looking statements as a result of various factors, including those described below and elsewhere in this Red Herring

Prospectus. For further information, see "Forward-Looking Statements" on page 20. Also read "Risk Factors" on pages 31, respectively, for a discussion of certain factors that may affect our business, financial condition or results of operations. You should read the following discussion in conjunction with our Restated Financial Information included herein as of and for the Fiscal 2025, 2024 and 2023, including the related notes, schedules and annexures. Our Restated Financial Information have been prepared in accordance with Accounting Standards (AS) and restated in accordance with the requirements of Section 26 of the Companies Act, 2013, the SEBI ICDR Regulations and the Guidance Note. AS differs in certain material respects from IFRS and US GAAP. Our Financial Year commences on April 1 and ends on March 31 of each year, and all references to a particular Financial Year are to the 12 months ended March 31 of that year. Unless otherwise stated, or the context otherwise requires, the financial information used in this section is derived from section titled "Financial Information" beginning on page 233. We have exclusively commissioned and paid for the services of independent third party research agency, Dun &

Bradstreet ("D&B") for the purposes of confirming our understanding of the industry in connection with the Issue, and have relied on the report titled "Industry Report on Organized Retail Sector in India" dated December 18, 2024 (the "D&B Report"), for industry related data in this Red Herring Prospectus, including in the sections

"Industry Overview", "Business Overview" and "Managements Discussion and Analysis of Financial Condition and Results of Operations" on pages 144, 162 and 276, respectively. We officially engaged D&B in connection with the preparation of the D&B Report pursuant to an engagement letter dated November 14, 2024. The D&B Report is available on the website of our Company at www.citysquaremart.com till the Bid/Issue Closing Date and has also been included in "Material Contracts and Documents for Inspection Material Documents" on page

410. The data included herein includes excerpts from the D&B Report and may have been re-ordered by us for the purposes of presentation. There are no parts, data or information (which may be relevant for the proposed Issue), that has been left out or changed in any manner. Unless otherwise indicated, all financial, operational, industry and other related information derived from the D&B Report and included herein with respect to any particular year, refers to such information for the relevant financial year.

Overview

Our Company was originally incorporated as a private limited company under the name and style of Jay Ambe Supermarkets Private Limited under the provisions of the Companies Act, 2013, with Corporate Identification number U74999GJ2020PTC118385 dated November 23, 2020, issued by the Central Registration Centre Manesar.

On February 25, 2025 our company got converted into a public limited company, and the name of the Company was changed to "Jay Ambe Supermarkets Limited" pursuant to a shareholders resolution passed at an Extraordinary General Meeting held on December 24, 2024. A fresh Certificate of Incorporation dated having CIN U74999GJ2020PLC118385 was issued by the Registrar of Companies, Central Registration Centre on behalf of jurisdictional ROC.

City Square Mart, a brand under our company Jay Ambe Supermarkets Private Limited, began its journey in August 2018 with its first store in Kudasan, Gandhinagar. In the initial six years itself, the company expanded to 17 stores across Gujarat, establishing itself as a fast-growing retail chain in the region. Under the leadership of Mr. Jignesh Patel, who has over 19 years of experience in the multi-brand retail business, City Square Mart has grown rapidly with a current footprint of Over 96,876 square feet of retail space and 17 stores in Gujarat.

Jay Ambe Supermarkets Private Limited was founded and promoted by Mr. Jignesh Amratbhai Patel, Mr. Rutwijkumar Maganbhai Patel, Mr. Bhikhabhai Shivdas Patel and Mr. Harshal Daxeshbhai Patel, with the object to carry on the business of trading of FMCG material, grocery, Home Textile, Home Decor, Cloths, Apparels, Toys, Gift Articles, Footwear, other house hold items, via supermarkets and its type and other related activity to fulfil the main object. The company is committed to promote the supermarket trend with the objective of enhancing the retail shopping experience for all customer segments. By delivering best-in-class service, a broad product range, and fair prices, the company not only seeks to improve living standards but also emphasizes the importance of customer satisfaction over mere profit

As of date of this Red Herring Prospectus of the company, our company has a strong presence in Gujarat with 17 store outlets located across various cities including Ahmedabad, Gandhinagar, Bhuj, Visnagar and Himmatnagar. The company primarily operates on three different types of business models: (i) COCO (Company Owned Company Operated) Model; (ii) FOCO (Franchise Owned Company Operated) Model and (iii) FOFO (Franchise Owned Franchise Operated) Model. Out of our total 17 stores at present, 10 stores are owned and operated by the company while 7 stores are Franchise Stores situated at Amin Marg (Rajkot), Bhuj, Mavdi (Rajkot), Mehsana, New Chandkheda, Anjar (Gandhinagar) and Ognaj. Among these 7 stores, the Bhuj and New Chandkheda outlet follows the FOCO (Franchise Owned, Company Operated) model, while the remaining outlets are managed under the FOFO (Franchise Owned, Franchise Operated) Model.

Details of KPIs for the Fiscal 2025, 2024 and 2023:

	For the fiscal ended
Particulars	March 31, 2025	March 31, 2024	March 31, 2023
GAAP Measures
Revenue from Operations ( in lakhs)	4,735.28	3,338.68	3,268.96
Profit after tax (PAT) ( in lakhs)	275.37	154.89	35.30
Non-GAAP Measures
EBITDA ( in lakhs)	498.60	316.08	124.33
EBITDA Margin (%)	10.53%	9.47%	3.80%
PAT Margin (%)	5.82%	4.64%	1.08%
Return on Equity (RoE) (%)	26.07%	29.10%	15.18%
Return on Capital Employed (%)	24.12%	21.34%	12.32%
Operational Metrics
Number of Stores	15	10	10
Number of Permanent Employees	115	110	65

Based on Certificate dated September 02, 2025, from peer reviewed Auditors of the company M/s. S J V P & Associates

Notes:

1. Revenue from Operations means addition of revenue from customers and other operating income.

2. PAT means profit for the year provides information regarding the overall profitability of the business.

3. EBITDA = Restated profit after tax for the year before exceptional items + finance costs + total tax expense/(credit) + depreciation and amortisation expense Other Income.

4. EBITDA Margin (%) = EBITDA / Revenue from Operations.

5. PAT Margin (%) = PAT / Revenue from Operations.

6. Return on Equity is calculated as restated profit after tax for the year divided by average total equity.

7. Return on Capital Employed (%) is calculated as earning before interest and tax (EBIT) / Average Capital Employed. EBIT is calculated as "Profit before tax + Interest expenses" and Capital Employed is calculated as "Total Equity + Non-Current Borrowings + Current Borrowing+ Deferred Tax Asset/(Liability)- Intangible Assets including Intangible Assets under Development".

8. Number of Stores represents the total number of stores in the end of respective year.

9. Number of Permanent Employees means total number of permanent employees as at the end of respective year.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Our results of operations and financial condition are affected by a number of important factors including:

Availability of Commercial Real Estate

As of the date of this Red Herring Prospectus, our company operates through 17 stores of which 10 is on COCO (Company owned, Company operated) Model and 07 is on Franchise Model with mix of FOCO (Franchise Owned, Company Operated) model, while the remaining outlets are managed under the FOFO (Franchise Owned, Franchise Operated) Model. Further, we are planning to acquire new stores at Lunawada and Mansa from the Net Issue Proceeds. These new stores will be operated on COCO Model. Our ability to increase our sales and our profitability is directly affected by the total number of stores we operate. Most of our stores operate from premises which we either own or have acquired on a long-term leasehold basis. Our ability to continue to secure densely populated residential neighborhood locations is a key factor in our success. As we expand our store network, we will need to secure more locations that meet our business needs whether on an ownership, long-term leasehold or rental basis, as we determine on a case-by-case basis. We have no control over future increases in real estate prices. If real estate prices increase, we will require greater capital to buy land or incur higher operational costs due to higher leasing or rental costs.

If there is limited availability of real estate in the future, competition for such real estate may increase which may result in a further increase in prices. This may lead to delays and cost overruns in opening new stores.

Our Ability to Attract New Consumers and Retain Existing Consumers

Our product assortment and consumer-centric approach aims to fulfil the daily and aspirational requirements of our consumers with a focus on variety, affordability, quality and convenience. The continued growth of our business relies on our ability to attract new consumers and retain existing consumers. We aim to do so by ensuring the consistent quality, affordability and variety of our products, and a convenient shopping experience to our consumers. This has also helped us build consumer trust and appeal. We maintain quality control protocols for our vendor relationships, including thorough inspections and testing for raw materials and finished goods. Additionally, we have a network of pre-approved suppliers for the procurement of raw materials required for the manufacturing of our products. We also remain committed to ensuring ease of convenience to our consumers. For convenience of our consumers, our stores are located in visible and easily accessible locations across India with consistent store layouts that are easy to navigate.

Our Existing Store Presence and the Growth in the Number of our Stores

Since establishing the company in November, 2020, we have expanded our network to a total of 17 stores as of the date of this Red Herring Prospectus. We have expanded our store network from 10 stores in Fiscal 2023 to 15 stores in in Fiscal 2025. Our total revenue increased at a Compounded Annual Growth Rate (CAGR) of 20.36% between Fiscal 2023 and 2025 and an important factor in this revenue growth has been the continued expansion of our store network. Furthermore, our revenue growth can vary according to the level of maturity of our stores. The revenue a store generates depends on its stage of operation. Generally, revenue generated by a new store is lower at its initial stage of operation and tends to increase after the first few years of operation as the store gains customer loyalty and market recognition. Following this initial stage, growth in the revenue of a store will also depend on various factors such as the level of customer traffic, quality of store management, extent of redecoration and renovation, and rate of growth in the local economy.

Urbanization

India, boasting a staggering population exceeding 1.428 billion in 2023, represents about 17.2% of the worlds total inhabitants, with a consistent 1.39% annual growth rate over the past 25 years. Furthermore, according to the Handbook of Urban Statistics 2022, Indias urban population has been steadily rising, reaching over 469 million in 2021 and is projected to exceed 558 million by 2031, with estimates soaring to over 600 million by 2036. As the country experiences rapid urban growth, with more people migrating from rural to urban areas, there is a fundamental shift in consumer behaviour and preferences. Urban dwellers typically lead fast-paced lifestyles characterized by hectic work schedules and limited time for traditional shopping practices. This demographic segment values convenience, efficiency, and a seamless shopping experience. Organized retail stores cater precisely to these urban consumer needs by offering a modern and structured shopping environment for FMCG (Fast-moving consumer goods). These stores are strategically located in urban centers, making them easily accessible to a large population base. Additionally, organized retail outlets leverage their scale and operational efficiencies to stock a wide range of products, from FMCG daily essentials to specialty items, thereby providing consumers with a one-stop destination for their shopping needs.

Changing consumer preferences

Changing consumer preferences play a crucial role in driving the demand for organized Fast-moving consumer goods (FMCG) retail stores in India. One of the key aspects of these changing preferences is the shift towards cleanliness, hygiene, and well-organized shopping environments. Organized retail stores excel in this aspect by maintaining high standards of cleanliness, ensuring neat aisles, and providing a pleasant ambiance for shopping. This focus on cleanliness is particularly important in the current global context, where health and safety considerations have become paramount. Additionally, organized retail stores are designed to optimize space, display FMCG products attractively, and provide clear signage for easy navigation. This organized layout enhances the overall shopping experience, making it more convenient and enjoyable for consumers. Moreover, organized stores often categorize products logically, making it easier for shoppers to find what they need quickly.

Increase in disposable income

Higher disposable incomes among consumers in India have a significant impact on the demand for organized retail shops and supermarkets. As peoples incomes rise, they have more money available for discretionary spending, including on FMCG groceries and other products retail items. This increase in disposable income enables consumers to afford the convenience and premium offerings often found in organized retail outlets. With higher incomes, consumers place greater value on time-saving benefits and convenience. Organized retail shops and supermarkets offer a wide range of products under one roof, saving customers the time and effort of visiting multiple stores. Additionally, these outlets often provide services like home delivery, online ordering, and loyalty programs, further enhancing convenience for busy consumers.

Product Assortment

We offer an extensive range of products in a number of categories at our stores including Foods, Non-Foods (FMCG) and General Merchandise & Apparel. We strive to provide products at value for money for our customers and to respond to the needs and tastes of our customers by optimising the range of products we offer in order to attract and maintain a large base of customers. We focus on providing our customers with basic, everyday products rather than luxury products or those which require discretionary spending. Our success in part depends upon our continued ability to understand evolving customer trends and accordingly achieving the correct product assortment. We will continue to manage the changing requirements of our customers by changing our product assortment, as necessary. Changes in the assortment of products we sell can impact our sales and operating profit and our profit margins also may vary across different product categories and different product sub-categories within each category.

Operational Expenses and Costs

Most of our stores are operated from premises we either own or have acquired on a long-term leasehold basis. For those stores where we pay rentals, we will continue to be affected by any future rental increases. Furthermore, when our current leases expire we will need to re-negotiate these leases with the relevant lessors, who may seek to impose higher costs or more onerous conditions on us. Our store operating costs include, among others, human resource costs, utilities, and maintenance. These costs and expenses can fluctuate and also differ from store to store depending on a variety of factors. For example, regulations affecting manpower costs such as rules relating to minimum wages, may also vary from state to state. The details of our operational cost for the Fiscal 2025, 2024 and 2023 is provided below:

	For the fiscal ended
Particulars	2025	2024	2023
Rent Expenses	305.43	193.76	151.98
Electricity Expenses	73.18	76.53	54.35
Repair and Maintenance Expenses	2.53	22.18	19.43
Employee Benefit Expenses	233.86	214.10	193.63
Security Expenses	21.59	15.98	9.28
Total Operational Expenses	636.59	522.55	428.68
% of Total Expenses	14.61%	16.70%	13.30%

*Not Annualised

Fixed operating costs increase as we open new stores. In general, we expect our operational expenses as a percentage of sales to be higher for new stores. However, in absolute terms, our older stores tend to have higher operational costs as these costs also include repairs which are not capitalised. In addition, we carry out periodic renovations of our stores, which we believe are important in maintaining and enhancing the image of our stores and in attracting customers. During renovations, we will incur expenses and experience temporary disruptions to our normal operations which may affect our revenues. The details of repair and maintenance expenses for the Fiscal 2025, 2024 and 2023 is provided below:

	For the fiscal ended
Particulars	2025	2024	2023
Repair and Maintenance Expenses	2.53	22.18	19.43
% of total other expenses	0.50%	4.93%	5.19%

*Not Annualised

Competition

The Indian retail market has become increasingly competitive in recent years and this may increase in the future. Currently, our key direct competitors include other organised retailers including Osia Mart, Big Bazaar and Reliance Retail, and unorganised retailers such as local departmental stores and kirana shops. For more details regarding competition, refer to the chapter titled "Business Overview" beginning from page 162. Increased competition may lead to a fall in prices and a consequent fall in our margins. Each of the aforementioned organised retailers has an established presence in the markets in which we operate and they may continue to open additional stores in the same cities where we have opened or intend to open our stores in the future. This may require us to change our strategy, delay expansion plans or be more selective in opening of new stores.

SIGNIFICANT ACCOUNTING POLICIES

1. COMPANY INFORMATION

Jay Ambe Supermarkets Limited (the "Company") is a Public Limited Company domiciled in India and is incorporated under the provisions of the Companies Act applicable in India. The registered office of the Company is located at Gandhinagar, Gujarat. Company is engaged in Retail Supermarkets Trading Activities, having supermarkets at various places and moreover companies is planning to open supermarkets at other places as well.

2. SIGNIFICANT ACCOUNTING POLICIES a. Basis of Preparation

The Accounts are prepared on historical cost basis and based on accrual method of accounting and applicable Accounting Standards notified under the Companies (Accounting Standards) Rules, 2021 (as amended) and relevant provision of the Companies Act, 2013. b. Property, Plant and Equipment Property, Plant and Equipment are stated at cost, less accumulated depreciation/amortization. Costs include all expenses incurred to bring the asset to its present location and condition. c. Depreciation and amortization Depreciation on fixed assets is provided on Useful Life (SLM) Method in accordance with provision of the Companies Act, 2013 at the rate and in the manner prescribed in schedule -II of the said Act. d. 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 asset is estimated in order to determine the extent of impairment. 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 the risks specific to the asset. Reversal of impairment loss is recognised as income in the statement of profit and loss. e. Leases

Assets taken on lease by the Company in its capacity as lessee, where the Company has substantially all the risks and rewards of ownership are classified as finance lease. Such a lease is capitalised at the inception of the lease at lower of the fair value or the present value of the minimum lease payments and a liability is recognised for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost so as to obtain a constant periodic rate of interest on the outstanding liability for each year. Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor, are recognised as operating leases. Lease rentals under operating leases are recognised in the statement of profit and loss on a straight-line basis. f. Inventories Raw materials are carried at cost. Cost is determined on a FIFO basis. Purchased goods-in-transit are carried at cost. Work-in-progress is carried at the lower of cost and net realisable value. Stores and spare parts are carried at lower of cost and net realisable value. Finished goods produced or purchased by the Company are carried at lower of cost and net realisable value. Cost includes direct material and labour cost and a proportion of manufacturing overheads. g. Cash and cash equivalents

The Company considers all highly liquid financial instruments, which are readily convertible into known amount of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. h. Revenue recognition

Revenue has been recognized as per AS-9 " Revenue Recognition". i. Employee Benefits

The contribution to the provident fund is charged to the statement of profit and loss for the year when the contribution is due. Gratuity liabilities are determined on the basis of actuarial valuation of each year end Accumulated leave, which is expected to be utilized within next 12 months, is treated as short -term employee benefit. The company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date. The company treats accumulated leave expected to be carried forward beyond 12 months, as long-term employee benefit for measurement purpose. The company treats accumulated leave expected to be carried forward beyond 12 months, as long-term employee benefit for measurement purpose. j. Taxation

Current income tax expense comprises taxes on income from operations in India. Income tax payable in India is determined in accordance with the provisions of the Income Tax Act, 1961. Deferred tax expense or benefit is recognised on timing differences being the difference between taxable income and accounting income that originate in one period and is likely to reverse in one or more subsequent periods. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. k. Earnings Per Shares "Basic earning per share is computed by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. Diluted earning per share is computed by taking into account the weighted average number of equity shares outstanding during the period and the weighted average number of equity shares which would be issued on conversion of all dilutive potential equity shares into equity shares. l. Provisions, Contingent liabilities and Contingent assets A provision is recognised when the Company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which reliable estimate can be made. Provisions (excluding retirement benefits and compensated absences) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are not recognised in the financial statements. A contingent asset is neither recognised nor disclosed in the financial statements.

PRINCIPAL COMPONENTS OF STATEMENT OF PROFIT AND LOSS

Total Income

Our total income comprises (i) revenue from operations; and (ii) other income.

Revenue from operations

Our revenue from operations revenue from sale of traded goods, which in turn comprises revenue from sale of products across our apparel, general merchandise and fast-moving consumer goods product categories. Other operating revenues primarily comprises of Franchisee fees, Listing & Display Charges and Royalty Income.

Other income

Our other income consists of (i) Interest income on IT refunds; and (ii) Interest on term deposit;

Total Expenses

Our Total expenses consist of (i) Purchase of Stock in trade; (ii) Change in inventory of stock-in-trade; (iii) Employee benefit expenses; (iv) Finance cost; (v) Depreciation and amortization expense; and (vi) other expenses.

Set out below is a breakdown of our total expenses, for the periods indicated.

	Fiscal 2025		Fiscal 2024		Fiscal 2023
Particulars	Amount ( in lakhs)	% of total expenses	Amount ( in lakhs)	% of total expenses	Amount ( in lakhs)	% of total expenses
Purchase of Stock-in Trade	4,035.29	92.59%	2,593.38	82.89%	3,281.70	101.79%
Change in inventory of stock-in-trade	(541.85)	(12.43%)	(212.29)	(6.79%)	(672.20)	(20.85%)
Employee benefit expenses	233.86	5.37%	214.10	6.84%	193.63	6.01%
Finance Costs	89.07	2.04%	76.79	2.45%	56.66	1.76%
Depreciation and Amortization Expenses	32.67	0.75%	29.25	0.93%	22.56	0.70%
Other Expenses	509.37	11.69%	427.41	13.66%	341.50	10.59%
Total	1,651.36	100.00%	3,128.64	100.00%	3,223.85	100.00%

Purchases of stock-in-trade: Purchases of stock-in-trade comprises the cost of goods purchased by us from vendors and third-party brands. Changes in inventories of stock-in-trade: Changes in inventories of stock-in-trade comprises net increases or decreases in stock-in-trade.

Employee Benefit Expenses

Employee Benefit Expenses consists of: (i) Salary, Wages and Bonus (including directors remuneration); and (ii) Contribution to Provident Fund & Gratuity Fund Provision & other Expenses.

Finance costs

Finance Cost consists of Interest and other borrowing cost.

Depreciation and amortisation expense

Our depreciation and amortisation expense consist of Depreciation on property, plant and equipment.

Other expenses

Our Other expenses primarily consists of: (i) Operating costs consisting of consumable expenses; (ii) Sales and Distribution expenses consisting of Advertisement and Transportation expenses; and (iii) General & Administrative Expenses primarily consists of Rent expenses, Electricity expenses, Repair and maintenance expenses and general administrative expenses.

RESULTS OF OUR OPERATIONS

The table below sets out financial data from our Restated Statement of Profit and Loss for the periods indicated below, and components of which are also expressed as a percentage of total income for such periods.

		Fiscal 2025		Fiscal 2024			Fiscal 2023
Particular		in lakhs	% of Total Income	in lakhs		% of Total Income	in lakhs	% of Total Income
I. Revenue from Operation		4,735.28	99.90%	3,338.68		99.92%	3,268.96	99.99%
II. Other Income		4.72	0.10%	2.61		0.08%	0.19	0.01%
III. Total Revenue (I + II)		4,740.00	100.00%	3,341.29		100.00%	3,269.15	100.00%
IV. Expenses
Purchase of Goods (Stock-in-trade)		4,035.29	85.13%	2,593.38		77.62%	3,281.70	100.38%
Changes in Inventories of Stock-in-trade		(541.85)	(11.43%)	(212.29)		(6.35%)	(672.20)	(20.56%)
Employee Benefits Expenses		233.86	4.93%	214.10		6.41%	193.63	5.92%
Finance Cost		32.67	0.69%	76.79		2.30%	56.66	1.73%
Depreciation and Amortization Expenses		89.07	1.88%	29.25		0.88%	22.56	0.69%
Other Expenses		509.37	10.75%	427.41		12.79%	341.50	10.45%
Total Expenses		4,358.42	91.95%	3,128.64		93.64%	3,223.85	98.61%
V. Profit before exceptional items, extra ordinary items and tax		381.58	8.05%	212.65		6.36%	45.30	1.39%
VI. Exceptional Items		-	-	-		-	-	-
VII. Net Profit Before Extra-Ordinary Items & Tax (V - VI)		381.58	8.05%	212.65		6.36%	45.30	1.39%
VIII. Extraordinary Items		-	-	-		-	-	-
IX. Net Profit Before Tax (VII + VIII)		381.58	8.05%	212.65		6.36%	45.30	1.39%
X. Tax Expenses:		-	-	-		-	-	-
(1) Current tax		104.70	2.21%	57.20		1.71%	8.50	0.26%
(2) Deferred tax debit/credit		1.50	0.03%	1.27		0.04%	1.50	0.05%
(3) Previous year Income Tax		-	-	(0.72)		(0.02%)	-	-
(4) Mat Credit Entitlement		-	-	-		-	-	-
(5) Excess/Short Provision Written back/off		-	-	-		-	-	-
Tax for the Year		106.20	2.24%	57.75		1.73%	10.00	0.31%
								Page 283
	Fiscal 2025			Fiscal 2024			Fiscal 2023
Particular	in lakhs		% of Total Income	in lakhs	% of Total Income		in lakhs	% of Total Income
XI. Net Profit/(Loss) for the Year (IX-X)	275.37		5.81%	154.89	4.64%		35.30	1.08%

Comparison of Fiscal 2025 to Fiscal 2024

Total Income

Our total income increased by 41.86% to 4,740.00 lakhs in Fiscal 2025 from 3,341.29 lakhs in Fiscal 2024, the primary reason for which are disclosed below:

Revenue from Operations

Our revenue from operations increased by 41.83% to 4,735.28 lakhs in Fiscal 2025 (representing approximately 99.90% of our total income in that year) from 3,338.68 lakhs in Fiscal 2024 (representing approximately 99.92% of our total income in that year). Our revenue from sale of products across our apparels and footwear, general merchandise and fast-moving consumer goods product categories. Our other operating revenue comprises of Franchisee fees, Listing & Display Charges and Royalty Income. The detailed bifurcation of our revenue from operations for Fiscal 2025 and 2024 is provided below:

	Fiscal 2025		Fiscal 2024
Particular	in lakhs	% of Total Income	in lakhs	% of Total Income
Sales of Goods	4,544.50	95.88%	3,283.64	98.27%
Other Operating revenue*	190.78	4.02%	55.05	1.65%
Total Revenue from Operations	4,735.28	99.90%	3,338.68	99.92%

*Other Operating revenue primarily includes Franchisee fees, Listing & Display Charges and Royalty Income

Our revenue from operations in Fiscal 2025 has increased substanitally to the previous year. A key contributing factor to this growth is increase in number of stores, which has increased from 10 stores in Fiscal 2024 to 15 stores in Fiscal 2025. Our entire revenue is generated from domestic operations, entirely within the state of Gujarat. We operate stores across several cities in Gujarat, including Ahmedabad, Gandhinagar, Visnagar, Himmatnagar and Anand. The revenue bifurcation from each city for Fiscal 2025 and 2024 is provided below:

	2025		2024
Particular	Amount	% of Total Income	Amount	% of Total Income
Gandhinagar	2,405.25	50.74%	1,843.55	55.17%
Ahmedabad	1,207.71	25.48%	615.77	18.43%
Visnagar	646.72	13.64%	461.38	13.81%
Himmatnagar	375.85	7.93%	263.89	7.90%
Bhuj	99.74	2.10%	-	-
Ananad	-	-	154.09	4.61%
Total Revenue from Operations	4,735.28	99.90%	3,338.68	99.92%

Our revenue from operations primarily comprising of sale of products across our apparels and footwear, general merchandise and fast-moving consumer goods. Our revenue from operations also comprises of Franchisee fees, Listing & Display Charges and Royalty Income in terms of other operating income. Detailed bifurcation of each product segment for the Fiscal 2025 in comparision with Fiscal 2024 is provided below:

	Fiscal 2025		Fiscal 2024
Particular	in lakhs	% of Total Income	in lakhs	% of Total Income
Fast Moving Consumer Goods	3,614.13	76.25%	2,459.44	73.61%
Apparels and Footwear	566.52	11.95%	602.77	18.04%
General Merchandise	487.77	10.29%	221.43	6.63%
Other Operating Revenue*	66.85	1.41%	55.05	1.65%
Total Revenue from Operations	4,735.28	99.90%	3,338.68	99.92%

*Other Operating revenue primarily includes Franchisee fees, Listing & Display Charges and Royalty Income

Other income

Our other income increased by 81.00% to 4.72 lakhs in Fiscal 2025 (representing 0.10% of our total income in that year) from 2.61 lakhs in Fiscal 2024 (representing approximately 0.08% of our total income in that year), primarily due to increase in interest term deposit.

Expenses

Our total expenses increased by 39.31% to 4,358.42 lakhs in Fiscal 2025 (representing 91.95% of our total income in that year) from 3,128.64 lakhs in Fiscal 2024 (representing 93.64% of our total income in that year). The primary reasons for this increase are discussed below:

Purchase of Goods (Stock-in-trade)

Our Purchase of Goods (Stock-in-trade) increased by 55.60% to 4,035.29 lakhs in Fiscal 2025 (representing 85.13% of our total income in that year) from 2,593.38 lakhs in Fiscal 2024 (representing 77.62% of our total income in that year). The primary reason for increase in purchase of goods (stock-in-trade) is due to increase in number of stores from 10 stores in Fiscal 2024 to 15 stores in Fiscal 2025.

Changes in Inventories of Stock-in-trade

The changes in inventories of stock-in-trade were 541.85 lakhs for the Fiscal 2025. We had inventories aggregating to 1,353.61 lakhs at the end of the Fiscal 2024 and inventories aggregating to 1,895.46 lakhs at the end of the Fiscal 2025. For the Fiscal 2023, We had inventories aggregating to 1,141.32 lakhs at the beginning of the Fiscal 2024 and inventories aggregating to 1,353.61 lakhs at the end of the Fiscal 2024.

Employee Benefit Expenses

Our employee benefit expenses increased by 10.57% to 214.10 lakhs in Fiscal 2024 (representing 6.41% of our total income in that year) from 193.63 lakhs in Fiscal 2023 (representing 5.92% of our total income in that year). The increase in employee expenses was due to annual wage increments as well as an increase in the headcount of our employees from 65 employees in Fiscal 2023 to 110 employees in Fiscal 2024.

Finance Cost

Our finance cost increased by 16.00% to 89.07 lakhs in Fiscal 2025 (representing 1.88% of our total income in that year) from 76.79 lakhs in Fiscal 2024 (representing 2.30% of our total income in that year). The primary reason for increase in finance cost is due to increase in total borrowing from 856.36 lakhs in Fiscal 2024 to

870.54 lakhs in Fiscal 2025.

Depreciation and amortisation expenses

Our Depreciation and amortisation expenses increased by 11.69% to 32.67 lakhs in Fiscal 2025 (representing 0.69% of total income in that year) from 29.25 lakhs in Fiscal 2024 (representing 0.88% of total income in that year).

Other Expenses

Our other expenses increased by 19.18% to 509.37 lakhs in Fiscal 2025 (representing 10.75% of our total income in that year) from 427.41 lakhs in Fiscal 2024 (representing 12.79% of our total income in that year). The increase in other expenses is primarily due to:

57.63% increase in rent expenses from 193.76 lakhs in Fiscal 2024 to 305.43 lakhs in Fiscal 2025, on account of increase in number of stores.

35.08% increase in Security Expenses Expense from 15.98 lakhs in Fiscal 2024 to 21.59 lakhs in Fiscal 2025.

Profit before tax

As a result of the factors outlined above, our profit before tax increased by 79.44% to 381.58 lakhs in Fiscal 2025 from 212.65 lakhs in Fiscal 2024 which, as a percentage of our total income, represented approximately 8.05% in Fiscal 2025 compared with 6.36% in Fiscal 2024.

Tax expense

Our total tax expense increased by 83.90% to 106.20 lakhs in Fiscal 2025 (representing 2.24% of our total income in that period) from 57.75 lakhs in Fiscal 2024 (representing 1.73% of our total income in that period). This increase was primarily due to an increase in current tax expenses for the current year to 104.70 lakhs in

Fiscal 2025 from 57.20 lakhs in Fiscal 2024. The increase in current tax expenses was in commensurate with our increase in Profit Before Tax.

Profit for the year

As a result of the factors outlined above, our profit for the year increased by 77.77% to 275.37 lakhs in Fiscal 2025 from 154.89 lakhs in Fiscal 2024. The Net Profit Margin of the company increased by 117 bps to 5.81% in Fiscal 2025 as compared to 4.64% in Fiscal 2024. The increase in Net profit and Net Profit margin is due to increase in Changes in Inventories of Stock-in-trade, the reason for which has been disclosed above in the respective heading.

Comparison of Fiscal 2024 to Fiscal 2023

Total Income

Our total income increased by 2.21% to 3,341.29 lakhs in Fiscal 2024 from 3,269.15 lakhs in Fiscal 2023, the primary reason for which are disclosed below:

Revenue from Operations

Our revenue from operations increased by 2.13% to 3,338.68 lakhs in Fiscal 2024 (representing approximately 99.92% of our total income in that year) from 3,268.96 lakhs in Fiscal 2023 (representing approximately 99.99% of our total income in that year). Our revenue from sale of products across our apparels and footwear, general merchandise and fast-moving consumer goods product categories. Our other operating revenue comprises of Franchisee fees, Listing & Display Charges and Royalty Income. The detailed bifurcation of our revenue from operations for Fiscal 2024 and 2023 is provided below:

	Fiscal 2024		Fiscal 2023
Particular	in lakhs	% of Total Income	in lakhs	% of Total Income
Sales of Goods	3,283.64	98.27%	3,237.07	99.02%
Other Operating revenue*	55.05	1.65%	31.89	0.98%
Total Revenue from Operations	3,338.68	99.92%	3,268.96	99.99%

*Other Operating revenue primarily includes Franchisee fees, Listing & Display Charges and Royalty Income

Our revenue from operations in Fiscal 2024 has shown stagnation compared to the previous year. A key contributing factor to this lack of growth is the absence of an increase in the number of stores, which has remained unchanged in Fiscal 2024. However, our company has received increased other operating revenue leading to better margins than Fiscal 2023. Our entire revenue is generated from domestic operations, entirely within the state of Gujarat. We operate stores across several cities in Gujarat, including Ahmedabad, Gandhinagar, Visnagar, Himmatnagar and Anand. The revenue bifurcation from each city for Fiscal 2024 and 2023 is provided below:

	Fiscal 2024		Fiscal 2023
Particular	in lakhs	% of Total Income	in lakhs	% of Total Income
Gandhinagar	1,843.55	55.17%	1,876.27	57.39%
Ahmedabad	615.77	18.43%	877.27	26.83%
Visnagar	461.38	13.81%	431.76	13.21%
Himmatnagar	263.89	7.90%	83.67	2.56%
Anand	154.09	4.61%	-	-
Total Revenue from Operations	3,338.68	99.92%	3,268.96	99.99%

Our revenue from operations primarily comprising of sale of products across our apparels and footwear, general merchandise and fast-moving consumer goods. Our revenue from operations also comprises of Franchisee fees, Listing & Display Charges and Royalty Income in terms of other operating income. Detailed bifurcation of each product segment for the Fiscal 2024 in comparision with Fiscal 2023 is provided below:

	Fiscal 2024		Fiscal 2023
Particular	in lakhs	% of Total Income	in lakhs	% of Total Income
Fast Moving Consumer Goods	2,459.44	73.61%	2,561.37	78.35%
Apparels and Footwear	602.77	18.04%	261.49	8.00%
General Merchandise	221.43	6.63%	414.22	12.67%
Other Operating Revenue*	55.05	1.65%	31.89	0.98%
Total Revenue from Operations	3,338.68	99.92%	3,268.96	99.99%

*Other Operating revenue primarily includes Franchisee fees, Listing & Display Charges and Royalty Income

As evident from the above table, our product mix for the Fiscal 2024 has changed significantly in comparision to Fiscal 2023 specifically in Apparels and Footwear leading to higher margin business in comparision to other product mix.

Other income

Our other income increased by 1,273.68% to 2.61 lakhs in Fiscal 2024 (representing 0.08% of our total income in that year) from 0.19 lakhs in Fiscal 2023 (representing approximately 0.01% of our total income in that year), primarily due to increase in interest term deposit.

Expenses

Our total expenses decreased by 2.95% to 3,128.64 lakhs in Fiscal 2024 (representing 93.64% of our total income in that year) from 3,223.85 lakhs in Fiscal 2023 (representing 98.61% of our total income in that year).

The primary reasons for this decrease are discussed below:

Purchase of Goods (Stock-in-trade)

Our Purchase of Goods (Stock-in-trade) decreased by 20.97% to 2,593.38 lakhs in Fiscal 2024 (representing 77.62% of our total income in that year) from 3,281.70 lakhs in Fiscal 2023 (representing 100.38% of our total income in that year). The primary reason for decrease in purchase of goods (stock-in-trade) is due to high closing stock at the end of previous year i.e., Fiscal 2023. Due to such high closing stock, the purchase of goods decreased significantly in Fiscal 2024.

Changes in Inventories of Stock-in-trade

The changes in inventories of stock-in-trade were 212.29 lakhs for the Fiscal 2024. We had inventories aggregating to 1,141.32 lakhs at the beginning of the Fiscal 2024 and inventories aggregating to 1,353.61 lakhs at the end of the Fiscal 2024. For the Fiscal 2023, We had inventories aggregating to 469.13 lakhs at the beginning of the Fiscal 2023 and inventories aggregating to 1,141.32 lakhs at the end of the Fiscal 2023. The increase in Closing stock in Fiscal 2025 is on account of opening of new stores in that fiscal as during the establishment phase of new stores, there is often an accumulation of unsold stock as the store builds brand awareness and customer demand.

Employee Benefit Expenses

Our employee benefit expenses increased by 10.57% to 214.10 lakhs in Fiscal 2024 (representing 6.41% of our total income in that year) from 193.63 lakhs in Fiscal 2023 (representing 5.92% of our total income in that year). The increase in employee expenses was due to annual wage increments as well as an increase in the headcount of our employees from 65 employees in Fiscal 2023 to 110 employees in Fiscal 2024.

Finance Cost

Our finance cost increased by 35.53% to 76.79 lakhs in Fiscal 2024 (representing 2.30% of our total income in that year) from 56.66 lakhs in Fiscal 2023 (representing 1.73% of our total income in that year). The primary reason for decrease in finance cost is due to increase in total borrowing from 746.94 lakhs in Fiscal 2023 to

856.36 lakhs in Fiscal 2024

Depreciation and amortisation expenses

Our Depreciation and amortisation expenses increased by 29.65% to 29.25 lakhs in Fiscal 2024 (representing 0.88% of total income in that year) from 22.56 lakhs in Fiscal 2023 (representing 0.69% of total income in that year).

Other Expenses

Our other expenses increased by 25.16% to 427.41 lakhs in Fiscal 2024 (representing 12.79% of our total income in that year) from 341.50 lakhs in Fiscal 2023 (representing 10.45% of our total income in that year). The increase in other expenses is primarily due to:

27.49% increase in rent expenses from 151.98 lakhs in Fiscal 2023 to 193.76 lakhs in Fiscal 2024.

40.81% increase in Electricity Expenses from 54.35 lakhs in Fiscal 2023 to 76.53 lakhs in Fiscal 2024.

72.20% increase in Security Expenses Expense from 9.28 lakhs in Fiscal 2023 to 15.98 lakhs in Fiscal

2024.

Profit before tax

As a result of the factors outlined above, our profit before tax increased by 369.43% to 212.65 lakhs in Fiscal 2024 from 45.30 lakhs in Fiscal 2023 which, as a percentage of our total income, represented approximately 6.36% in Fiscal 2024 compared with 1.39% in Fiscal 2023.

Tax expense

Our total tax expense increased by 477.50% to 57.75 lakhs in Fiscal 2024 (representing 1.73% of our total income in that period) from 10.00 lakhs in Fiscal 2023 (representing 0.31% of our total income in that period).

This increase was primarily due to an increase in current tax expenses for the current year to 57.20 lakhs in Fiscal 2024 from 8.50 lakhs in Fiscal 2023. The increase in current tax expenses was in commensurate with our increase in Profit Before Tax.

Profit for the year

As a result of the factors outlined above, our profit for the year increased by 338.78% to 154.89 lakhs in Fiscal 2024 from 35.30 lakhs in Fiscal 2023. The Net Profit Margin of the company increased by 356 bps to 4.64% in

Fiscal 2024 as compared to 1.08% in Fiscal 2023. The increase in Net profit and Net Profit margin is due to increased closing stock at the end of financial year, the reason for which has been disclosed above in the respective heading.

BORROWINGS

For the six months period ended March 31, 2025, we had total borrowings of 870.54 lakhs, which consisted of non-current borrowings and current borrowings, with a Debt-to-Equity ratio of 0.64 as of that date, according to the Restated Financial Information. The table below sets out brief details in relation to our outstanding borrowings.

( in lakhs, unless otherwise specified)

Particulars	Fiscal 2025
Non-current Borrowings	-
Current Borrowings	870.54
Total Borrowings	870.54

Our loan agreements generally contain covenants, including restrictions on indebtedness, liens, asset sales, investments, transfer or ownership interests and certain changes in business. For details of risks in relation to the financial and other covenants required to be complied with in relation to our borrowings, see "Risk Factors- We have incurred indebtedness which exposes us to various risks which may have an adverse effect on our business and results of operations." on page 56.

CONTINGENT LIABILITY AND COMMITMENTS

( in lakhs, unless otherwise specified)

Particulars	For the fiscal/ period ended
	2025	2024	2023
Income Tax Demand	-	-	-
GST / Service Tax / VAT Matters under dispute	-	-	-
Claims against the company not acknowledged as debt	-	-	-
(Interest Amount to Disputed MSME Dues)	-	-	-
Letter of Credits & Guarantees	-	-	-
Performance Guarantees	-	-	-
Custom Duty related to export obligation	-	-	-
Total	-	-	-

 

Particulars	For the fiscal/ period ended
	2025	2024	2023
Income Tax Demand	-	-	-
GST / Service Tax / VAT Matters under dispute	-	-	-
Claims against the company not acknowledged as debt	-	-	-
(Interest Amount to Disputed MSME Dues)	-	-	-
Letter of Credits & Guarantees	-	-	-
Performance Guarantees	-	-	-
Custom Duty related to export obligation	-	-	-
Total	-	-	-

For further details, see Note 32 to our Restated Financial Information included in "Restated Financial Information" on page 233.

CAPITAL EXPENDITURE

The following table sets forth additions to property, plant and equipment by category of expenditure, for the last three fiscal years indicated:

( in lakhs, unless otherwise specified)

Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
Leasehold Improvements	13.94	3.64	23.12
Computer	4.47	2.73	0.41
Electric Fittings	11.12	9.85	54.08
Furniture	55.43	0.03	7.08
Tools and Racks	2.05	-	-
Office Equipment	0.45	-	-
Vehicles	-	-	7.76
Wall Rack	18.93	4.42	38.49
Total	106.39	20.66	130.94

For further details in relation additions to property, plant and equipment, please refer to "Object of the Issue", beginning from page 115.

OTHER QUANTITATIVE AND QUALITATIVE DISCLOSURES

Unusual or infrequent events or transactions

Except as disclosed in this Red Herring Prospectus, to our knowledge, there have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance.

Significant economic changes

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. Other than as described in " Significant factors affecting our results of operations and financial condition" and the sections "Risk Factors" and "Business Overview", there are no specific economic changes that may impact our operations or are likely to affect income from continuing operations.

Known trends or uncertainties

Our business has been affected and we expect will continue to be affected by the trends identified " Significant factors affecting our results of operations and financial condition" and the uncertainties described in "Risk Factors" on page 277 and 31. To our knowledge, except as described or anticipated in this Red Herring Prospectus, there are no known trends or uncertainties which we expect will have a material adverse impact on our revenues or income from continuing operations.

Future relationship between cost and income

Other than as described above and in "Risk Factors" and "Business Overview" beginning on pages 31 and 162, respectively, to our knowledge there are no known factors that may adversely affect our business prospects, results of operations and financial condition.

New products or business segments

Other than as described elsewhere in this Red Herring Prospectus, there are no new products or business segments that have or are expected to have a material impact on our business prospects, results of operations or financial condition.

Competitive Conditions

We operate in a competitive environment. See "Business Overview", "Industry Overview" and "Risk Factors" on pages 162, 144 and 31, respectively, for further details on competitive conditions that we face across our various business segments.

Seasonality of business

Our business is subject to seasonal variation. See "Risk Factors Our business is subject to significant revenue concentration in the second half of a fiscal and we may not be able to forecast our project schedule which could have an adverse effect on our cash flows, business, results of operations and financial condition" on page 58.

Statutory auditors qualifications or adverse observations

The auditors report to the financial statements of our company forming part of basis for preparation of

Restatement Financial Information does not include any qualifications or adverse observations.

Supplier or Customer Concentration

We do not have any material dependence on a single or few vendors. We have a wide customer base and do not have any material dependence on any particular customers.

Significant Developments after March 31, 2025 that may affect our future results of operations

Except as stated below and in this Red Herring Prospectus, to our knowledge, no circumstances have arisen since March 31, 2025 that materially and adversely affect or are likely to affect our operations or profitability, or the value of our assets or our ability to pay our material liabilities:

Our company has opened 2 (two) new stores at Anjar, Gandhinagar (Space of 1,970 Sq. Ft.) on FOFO Model and IIT Gandhinagar (Space of 1,500 Sq. Ft.) on COCO Model.