Marc Loire Fashions Ltd Management Discussions

RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our restated financial statements for the financial year ended on 31st March 2025, 31st March 2024 and 31st March 2023 including the notes and significant accounting policies thereto and the reports thereon, which appear elsewhere in this prospectus. You should also see the section titled "Risk Factors" beginning on page 22 of this prospectus, which discusses a number of factors and contingencies that could impact our financial condition and results of operations. The following discussion relates to our Company, unless otherwise stated, is based on restated audited financial statements.

These financial statements have been prepared in accordance with Ind GAAP, the Companies Act and the SEBI (ICDR) Regulations and restated as described in the report of our auditors dated May 22, 2025 which is included in this prospectus under the section titled "Financial Information as Restated" beginning on page 175 of this prospectus. The restated financial statements have been prepared on a basis that differs in certain material respects from generally accepted accounting principles in other jurisdictions, including US GAAP and IFRS. We do not provide a reconciliation of our restated financial statements to US GAAP or IFRS and we have not otherwise quantified or identified the impact of the differences between Indian GAAP and U.S. GAAP or IFRS as applied to our restated financial statements.

This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those described under "Risk Factors" and "Forward Looking Statements" beginning on pages 22 and 16 respectively, and elsewhere in this prospectus

Accordingly, the degree to which the financial statements in this prospectus will provide meaningful information depends entirely on such potential investors level of familiarity with Indian accounting practices. Our F.Y. ends on March 31 of each year; therefore, all references to a particular fiscal are to the twelve-month period ended March 31 of that year. Please also refer to section titled "Certain Conventions, Use of Financial, Industry and Market Data and Currency Presentation" beginning on page 14 of this prospectus.

BUSINESS OVERVIEW

Our company was established in 2014 under the name Marc Loire Fashions Private Limited, founded with a vision to create a trendsetting brand in womens footwear. After a decade of steady growth, we converted to a public limited company in 2024 as "Marc Loire Fashions Limited". Today, we are well recognized under our brand name, ‘MARC LOIRE that offers a divers and stylish range of womens footwear.

Marc Loire Fashions Limited is engaged in Womens Footwear Products, boasting an impressive catalogue of over 800 unique styles that cater to a broad spectrum of tastes and occasions. Our collection includes party heels, ethnic flats, wedges, winter boots, mules, formal heels, loafers, cork sandals, arc-supported flats, athleisure and activewear footwear, sneakers and other styles that blend comfort with fashion. This diversity allows us to cater to every need, from everyday wear to special occasions, providing our customers with endless options to express their style.

Marc Loire Fashions Limited operates through a dual business model encompassing both Direct-to-Consumer (D2C) and Business-to-Business (B2B) strategies. Our D2C model allows us to connect directly with our end customers via various online platforms, ensuring a seamless and personalized shopping experience. Simultaneously, our B2B operations strengthen our reach through offline retail relationships with wholesalers, Shop-in-Shop Stores, enabling widespread market penetration. We manage our operations, leveraging a network of more than 40 trusted vendors for raw materials and finished goods. This vendor network includes two promoter group entities, allowing us to ensure quality control and maintain seamless production flows.

At Marc Loire, we are dedicated to creating footwear that not only enhances style but also delivers unparalleled comfort and durability. By continually innovating and expanding our product offerings, we aim to become the preferred choice for womens footwear in domestic markets. As we move forward, our commitment remains steadfast to redefine fashion in womens footwear and set new benchmarks in the industry.

We are led by a highly experienced senior management team with our Managing Director Mr. Arvind Kamboj and our whole time director Mrs. Shaina Malhotra, continuing to be involved in strategic planning, conceptualization, design and production development, who has been intimately involved in the business, has overseen the development of our business strategy and has extensive expertise in sourcing, designing, retailing and establishing distribution channel partnerships. Mr. Arvind Kamboj and Mrs. Shaina Malhotra is the architect of our strategic vision and has demonstrated his ability to successfully create, build and grow our brands and business.

Catalogue-wise break up of our Revenues is as follows:

						in lakhs
Particulars	March 31, 2025	% of Total Turnover	March 31, 2024	% of Total Turnover	March 31, 2023	% of Total Turnover
Footwear (Ladies)
- Party Wear, High Fashion	1,345.50	31.84%	1,134.48	28.22%	913.62	24.42%
- Formals, Office Wear	1,052.04	24.90%	1,061.91	26.41%	865.24	23.12%
- Athleisure Wear	1,059.12	25.06%	982.45	24.44%	1,060.19	28.34%
- Comfortable Casuals	269.98	6.39%	279.38	6.95%	252.57	6.75%
- Ethnic Collection	303.29	7.18%	315.87	7.86%	399.94	10.69%
Others*	195.82	4.63%	246.20	6.12%	250.07	6.68%
Total	4,225.74	100.00%	4,020.30	100.00%	3,741.62	100.00%

Rs

Particulars	March 31, 2025		March 31, 2024		March 31, 2023
	Total Revenue from Operations	% of Total Revenue from Operations	Total Revenue from Operations	% of Total Revenue from Operations	Total Revenue from Operations	% of Total Revenue from Operations
Revenue from Operations
- Through E-commerce Platform	2,574.39	60.92%	2,867.89	71.34%	3,445.25	92.08%
- Wholesale	1,583.95	37.48%	1,062.59	26.43%	296.23	7.92%
- Retail through SiS	67.31	1.59%	88.17	2.19%	-	0.00%
- Through own Website	0.09	0.00%	1.65	0.04%	0.14	0.00%
Total	4,225.74	100.00%	4,020.30	100.00%	3,741.62	100.00%

As certified by our statutory auditor having peer review certificate M/s. S P M G & Company, Chartered Accountant vide their examination report dated May 22, 2025.

Product-wise Revenue of Company is as follows:

in lakhs

Products	March 31, 2025	% of Total Revenue	March 31, 2024	% of Total Revenue	March 31, 2023	% of Total Revenue
Footwear (Ladies)
Pumps	837.46	19.82%	660.96	16.44%	669.10	17.88%
Athleisure	1,059.12	25.06%	982.45	24.44%	1,060.19	28.34%
Formal Sandals	536.14	12.69%	438.89	10.92%	413.64	11.06%
Wedges	271.18	6.42%	238.61	5.94%	53.24	1.42%
Loafers Flat	218.61	5.17%	188.15	4.68%	134.74	3.60%
Conceal Heel Loafers	183.43	4.34%	216.48	5.38%	183.16	4.90%
Ethnic Sandals	248.51	5.88%	276.27	6.87%	361.07	9.65%
High Heels	173.97	4.12%	184.96	4.60%	154.90	4.14%
Ultra Comfort Range	97.42	2.31%	79.41	1.98%	7.91	0.21%
Platforms	151.38	3.58%	189.80	4.72%	244.59	6.54%
Ballerinas	82.37	1.95%	177.54	4.42%	57.86	1.55%
Metallic Range	53.51	1.27%	31.57	0.79%	7.66	0.20%
Ethnic Thongs	54.78	1.30%	39.59	0.98%	38.87	1.04%
Mules	9.37	0.22%	18.38	0.46%	28.71	0.77%
Formal Heel Shoes	28.59	0.68%	25.18	0.63%	54.35	1.45%
Sneakers	16.35	0.39%	4.59	0.11%	0.06	0.00%
Arch Support	4.83	0.11%	5.59	0.14%	0.01	0.00%
Winter Boots	2.89	0.07%	15.67	0.39%	21.48	0.57%
Others*	195.82	4.63%	246.20	6.12%	250.07	6.68%
Total	4,225.74	100.00%	4,020.30	100.00%	3,741.62	100.00%

* Others includes Apparels, Masks, Footwear Raw Materials

As certified by our statutory auditor having peer review certificate M/s. S P M G & Company, Chartered Accountant vide their examination report dated May 22, 2025.

Geography-wise Revenue is as follows:

Domestic

State	March 31, 2025	% of Total Revenue	March 31, 2024	% of Total Revenue	March 31, 2023	% of Total Revenue
Delhi	1,559.69	36.91%	1,279.61	31.83%	433.94	11.60%
Maharashtra	456.33	10.80%	407.75	10.14%	594.79	15.90%
Karnataka	381.78	9.03%	330.87	8.23%	528.44	14.12%
Uttar Pradesh	235.81	5.58%	229.02	5.70%	158.87	4.25%
Telangana	172.13	4.07%	154.89	3.85%	103.04	2.75%
Tamil Nadu	135.87	3.22%	107.87	2.68%	66.38	1.77%
Haryana	402.77	9.53%	625.89	15.57%	1,233.45	32.97%
Kerala	98.42	2.33%	85.91	2.14%	54.76	1.46%
West Bengal	104.39	2.47%	98.51	2.45%	66.54	1.78%
Gujarat	79.94	1.89%	79.33	1.97%	50.91	1.36%
Andhra Pradesh	57.14	1.35%	56.21	1.40%	37.82	1.01%
Rajasthan	65.15	1.54%	62.09	1.54%	41.21	1.10%
Punjab	59.87	1.42%	61.52	1.53%	44.29	1.18%
Assam	51.33	1.21%	56.50	1.41%	37.28	1.00%
Madhya Pradesh	46.29	1.10%	47.44	1.18%	31.12	0.83%
Bihar	48.28	1.14%	48.24	1.20%	34.25	0.92%
Odisha	36.41	0.86%	37.87	0.94%	23.53	0.63%
Jammu & Kashmir	32.72	0.77%	37.33	0.93%	28.43	0.76%
Uttarakhand	30.10	0.71%	29.00	0.72%	21.04	0.56%
Himachal Pradesh	23.48	0.56%	24.00	0.60%	16.47	0.44%
Goa	28.91	0.68%	30.41	0.76%	22.92	0.61%
Jharkhand	24.58	0.58%	25.69	0.64%	20.19	0.54%
Meghalaya	14.74	0.35%	17.15	0.43%	12.69	0.34%
Chhattisgarh	15.01	0.36%	14.45	0.36%	9.80	0.26%
Nagaland	12.96	0.31%	15.69	0.39%	14.12	0.38%
Mizoram	10.36	0.25%	15.04	0.37%	13.58	0.36%
Sikkim	7.28	0.17%	7.78	0.19%	6.92	0.18%
Chandigarh	8.28	0.20%	9.33	0.23%	6.35	0.17%
Manipur	7.43	0.18%	6.35	0.16%	12.77	0.34%
Arunachal Pradesh	6.62	0.16%	7.20	0.18%	6.60	0.18%
Puducherry	2.95	0.07%	2.45	0.06%	1.74	0.05%
Tripura	3.61	0.09%	4.56	0.11%	3.11	0.08%
Ladakh	2.09	0.05%	1.94	0.05%	1.95	0.05%
Andaman & Nicobar Islands	1.64	0.04%	1.25	0.03%	1.16	0.03%
Dadra & Nagar Haveli	1.31	0.03%	1.15	0.03%	1.12	0.03%
Lakshadweep	0.08	0.00%	0.01	0.00%	0.02	0.00%
Total	4,225.74	100.00%	4,020.30	100.00%	3,741.62	100.00%

As certified by our statutory auditor having peer review certificate M/s. S P M G & Company, Chartered Accountant vide their examination report dated May 22, 2025.

Region-wise Sales are as follows:

Region	March 31, 2025	% of Total Revenue	March 31, 2024	% of Total Revenue	March 31, 2023	% of Total Revenue
Eastern	343.00	8.12%	355.02	8.83%	261.38	6.99%
Western	677.93	16.04%	628.19	15.63%	742.08	19.83%
Northern	2,354.81	55.73%	2,297.64	57.15%	1,944.81	51.98%
Southern	850.00	20.11%	739.45	18.39%	793.35	21.20%
Total	4,225.74	100.00%	4,020.30	100.00%	3,741.62	100.00%

As certified by our statutory auditor having peer review certificate M/s. S P M G & Company, Chartered Accountant vide their examination report dated May 22, 2025.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST AUDITED PERIOD

In the opinion of the Board of Directors of our Company, since the date of the last audited period i.e. March 31, 2025 as disclosed in this Prospectus, there have not arisen any circumstance that materially or adversely affect or are likely to affect the trading or profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months except as follows:

1. The Board of Directors have decided to get their equity shares listed on SME Platform of BSE Limited and pursuant to Section 62(1)(c) of the Companies Act 2013, by a resolution passed at its meeting held on October 16, 2024 proposed the Issue, subject to the approval of the shareholders and such other authorities as may be necessary.

2. The shareholders of the Company have, pursuant to Section 62(1)(c) of the Companies Act 2013, by a special resolution passed in the Extra Ordinary General Meeting held on November 11, 2024 authorized the Initial Public Offer.

3. Our Company has allotted 40,00,000 Equity Shares as a Bonus Issue in the ratio of (4:1) i.e., Four Equity Shares for every One fully paid-up equity share held by existing shareholders of Face Value Rs. 10/- each

KEY FACTORS AFFECTING OUR RESULTS OF OPERATION

1. Our dependence on limited number of customers/suppliers/brands for a significant portion of our revenues;

2. Any failure to comply with the financial and restrictive covenants under our financing arrangements;

3. Our ability to retain and hire key employees or maintain good relations with our workforce;

4. Impact of any reduction in sales of our services/products;

5. Rapid Technological advancement and inability to keep pace with the change;

6. Increased competition in industries/sector in which we operate;

7. General economic and business conditions in India and in the markets in which we operate and in the local, regional and national economies;

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

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

10. Failure to obtain any applicable approvals, licenses, registrations and permits in a timely manner;

11. Occurrence of natural or man-made disasters could adversely affect our results of operations and financial condition and

12. Our inability to successfully diversify our product offerings may adversely affect our growth and negatively impact our profitability.

SIGNIFICANT ACCOUNTING POLICIES:

Our significant accounting policies are described in the section entitled "Financial Statements as Restated" beginning from page 175 of the Prospectus.

Particulars	31-03-2025	31-03-2024	31-03-2023
Total Income	4,246.42	4,040.07	3,743.72
Growth (%)	5.11%	7.92%	43.86%
Revenue from Operation	4,225.74	4,020.30	3,741.62
EBITDA (Operating Profit)	629.93	533.52	87.33
EBITDA Margin (%)	14.91%	13.27%	2.33%
PAT	470.54	407.69	65.63
Growth (%)	15.41%	521.18%	218.75%
PAT Margin (%)	11.08%	10.09%	1.75%
EPS (Basic & Diluted) - (As per end of Restated period)	9.41	40.77	6.56
EPS (Basic & Diluted) - (Post Bonus with retrospective effect)	9.41	8.15	1.31
Total Borrowings	2.53	147.74	0.00
Total Net Worth (TNW)	1075.51	604.98	197.28
ROCE (%)	60.56%	91.45%	44.75%
RONW (%)	43.75%	67.39%	33.27%
Debt Equity Ratio (Total Borrowing/TNW)	0.00	0.24	-

As certified by our statutory auditor having peer review certificate M/s. S P M G & Company, Chartered Accountant vide their examination report dated May 22, 2025.

SUMMARY OF THE RESULTS OF OPERATION:

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

( in lakhs except as otherwise mention)

		For the year ended
Particulars	31-03-2025	% of Total Turnover	31-03-2024	% of Total Turnover	31-03-2023	% of Total Turnover
Income
Revenue from Operations	4,225.74	99.51%	4,020.30	99.51%	3,741.62	99.94%
Other Income	20.68	0.49%	19.77	0.49%	2.10	0.06%
Total Income	4,246.42	100.00%	4,040.07	100.00%	3,743.72	100.00%
Expenditure
Purchase of Stock-in-Trade	2,167.18	51.04%	2,592.64	64.17%	1,594.86	42.60%
Change in Inventories	(241.58)	-5.69%	(604.75)	-14.97%	(27.55)	-0.74%
Employee Benefit Expenses	71.74	1.69%	113.53	2.81%	122.27	3.27%
Other Expenses	1,595.42	37.57%	1,382.12	34.21%	1,964.72	52.48%
Total Expenses	3,592.77	84.61%	3,483.53	86.22%	3,654.29	97.61%
Profit/(Loss) Before Interest, Depreciation, Exceptional & Extraordinary Items and Tax	653.65	15.39%	556.54	13.78%	89.43	2.39%
Depreciation & Amortisation Expenses	2.31	0.05%	3.30	0.08%	1.14	0.03%
Profit/(Loss) Before Interest,
Exceptional & Extraordinary Items and Tax	651.34	15.34%	553.24	13.69%	88.29	2.36%
Financial Charges	16.21	0.38%	3.55	0.09%	-	0.00%
Profit/(Loss) before Exceptional & Extraordinary Items and Tax	635.13	14.96%	549.69	13.61%	88.29	2.36%
Exceptional Item	-	-	-	-	-	-
Extraordinary Item	-	-	-	-	-	-
Profit before Taxation	635.13	14.96%	549.69	13.61%	88.29	2.36%
Provision for Taxation	165.04	3.89%	142.37	3.52%	22.90	0.61%
Provision for Deferred Tax	(0.45)	-0.01%	(0.38)	-0.01%	(0.24)	-0.01%
Total	164.59	3.88%	141.99	3.51%	22.66	0.61%
Profit After Tax	470.54	11.08%	407.69	10.09%	65.63	1.75%
Net Profit Transferred to Balance Sheet	470.54	11.08%	407.69	10.09%	65.63	1.75%

As certified by our statutory auditor having peer review certificate M/s. M/s. S P M G & Company, Chartered Accountant vide their examination report dated May 22, 2025.

For the financial year ended 31st March 2025, we generated a total income of INR 4,246.42 Lakhs, EBITDA (operating profit) of INR 629.93 Lakhs and net profit after tax of INR 470.54 Lakhs. In the Fiscal 2024 and Fiscal 2023 we generated total income of 4,040.07 Lakhs and 3,743.72 Lakhs respectively, EBITDA (operating profit) of 533.52 Lakhs and 87.33 Lakhs respectively and net profit after tax of 407.69 lakhs and 65.63 Lakhs respectively. We have reported Return on Net Worth of 43.75%, 67.39% and 33.27% for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 respectively.

Revenue from operations grew from 4,020.30 Lakhs in FY 2023-24 to 4,225.74 Lakhs in FY 2024-25, marking an increase of 205.44 Lakhs (5.11% for the said period). Correspondingly, Profit After Tax (PAT) surged from 407.69 Lakhs to 470.54 Lakhs, as per the restated financial statements. This growth was primarily driven by higher revenue from operations. Additionally, the company implemented cost-reduction measures. These factors are discussed in detail in this chapter.

MAIN COMPONENTS OF PROFIT AND LOSS ACCOUNT

Total Income

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

Revenue from Operations

Our operational revenue is derived from sale of our products viz. Footwear, Apparels, Masks and Raw Materials- Footwear in India.

Other Income

Our other income comprises of Interest on Income Tax Refund, Excess Provision Reversed, Interest on Debentures, Interest on FD, Income from F&O Trading and Miscellaneous Income.

Expenditure

Our total expenditure primarily consists of Purchase of Stock-in-Trade, Change in Inventories, Employee Benefit Expenses, Other Expenses, Depreciation & Amortisation Expenses and Financial Charges.

Purchase of Stock-in-Trade

The purchase of stock-in-trade refers to the acquisition of goods or products that is acquired for the purpose of selling them in the ordinary course of business.

Change in Inventories

"Change in Inventories" refers to the difference between the opening and closing balances of inventory within a specific period.

Employee Benefit Expenses

Employee benefit expenses comprise of Directors Remuneration, Salaries, Wages & Bonus, ESI & PF Contributions and Provision for Gratuity.

Other Expenses

Other expenses comprise of Brochures, Carton/ Boxes, Fabric for Apparels, Freight, Labels, Loops, Tags, Wages, Rexine, Administration Charge, Advertisement Expense, Audit Fee, Bank Charges, Barcode expenses, BIS Expense, BIS Lab Test Fee, Business Support Services, Biometric Software Renewal, Cashback Reward, Charges for Demat Account, Commission Expenses, Contractual Services, Discount, Donation, Electricity expenses, Employee Recruitment Services, Financial & Related Services, Finishing Material, Foreign Exchange Loss, Freight Expenses, GST Payment Against Notice, Interest on GST, Interest on TDS, Interest to MSME Vendors, Internet Expenses, Loss on Sale of NCD, Marketing Expenses, Misc Expenses, Office Expenses, Office Maintenance, Packing Expenses, Payment Gateway Charges, Photoshoot Expense, Portal Technology Expenses, Printing & Stationery, Professional fee, Provision for Diminution in value of Investment, Professional Services, Rent, Repair and Maintenance, Review Expenses, ROC Fee, Round off, Security Consulting Services, Share Listing Services, Software Expenses, Staff Welfare, Stock Insurance, Telephone Expenses, Travelling Expenses, Transportation Expenses, Uni-commerce Recharge.

Depreciation and Amortization Expenses

Depreciation and Amortization Expenses comprises of depreciation on the Tangible/Intangible assets of our company.

Financial Charges

Financial Charges comprises of Interest on Secured Loan, Interest On Unsecured Loan and Loan Processing charges.

Provision for Taxation

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

COMPARISON OF THE FINANCIAL PERFORMANCE OF FISCAL 2025 WITH FISCAL 2024

Total Income

The total revenue, comprising both revenue from operations and other income, has risen to 4,246.42 lakhs in FY 2024-25, up from 4,040.77 lakhs in FY 2023-24. This represents an increase of 206.35 lakhs, or 5.11% for the said period, mainly driven by a growth in revenue from operations during the fiscal year.

Revenue from Operations: The revenue from operations has increased to 4,225.74 lakhs (99.51% of the Total revenue) in FY 2024-25 from 4,020.30 lakhs (99.51% of the Total revenue) in FY 2023-24 i.e. revenue from operation increased by 205.44 lakhs (5.11% for the said period). The growth was primarily driven by a rise in offline sales through our wholesale business as compared to the previous financial year.

Other Income: The other income of the company for FY 2024-25 increased to 20.68 Lakhs as against 19.77 Lakhs in the FY 2023-24 i.e. Other Income increased by 0.91 Lakhs (4.60% for the said period). This increase was mainly due to increase in interest income.

Total Expenses

The total expenses (excluding Depreciation & Amortization Expenses, Financial Charges and provision for tax) for the FY 2024-25 were increased to 3,592.77 Lakhs (84.61% of total revenue) from 3,483.53 Lakhs (86.22% of total revenue) in the FY 2023-24 i.e., total expenses increased by 109.24 lakhs (3.14% for the said period). This increase in total expenses was primarily due to an increase in other expenses during the year.

Purchase of Stock-in-Trade: The purchase of stock-in-trade decreased to 2,167.18 lakhs (51.04% of total revenue) in FY 2023-24, compared to 2,592.64 lakhs (64.17% of total revenue) in FY 2023-24, i.e. Purchases of Stock-in-Trade decreased by 425.45 lakhs (16.41% for the period). This decline was primarily due to a reduction in average purchase price of goods purchased during the current fiscal year.

Change in Inventories: The change in Inventories have changed to (241.58) lakhs (5.69% of total revenue) in FY 2024-25 from (604.75) lakhs (14.97% of total revenue) in FY 2023-24 i.e. the above expenses changed by 363.17 lakhs.

Employee Benefit Expenses: The Employee Benefit Expenses for the FY 2024-25 decreased to 71.74 Lakhs (1.69% of the total revenue) from 113.53 Lakhs (2.81% of the total revenue) in the FY 2023-24 i.e., employee benefit expenses decreased by 41.78 lakhs (36.81% for the said period). This decrease was primarily due to reduction in staff due to remodelling in Reliance Centro Stores.

Other Expenses: The Other Expenses for the FY 2024-25 increased to 1,595.42 Lakhs (37.57% of the total revenue) as against 1,382.12 Lakhs (34.21% of the total revenue) in the FY 2023-24 i.e., other expenses increased by 213.31 lakhs (15.43% for the said period). This increase was mainly due to increase in various expenses during the fiscal.

Depreciation and Amortisation Expenses: The Depreciation and Amortisation expenses for FY 2024-25 decreased to 2.31 (0.05% of the total revenue) Lakhs as against 3.30 Lakhs in the FY 2023-24 (0.08% of the total revenue) i.e., depreciation decreased by 0.99 lakhs (29.90% for the said period).

Financial Charges: The Financial Charges for the FY 2024-25 increased to 16.21 Lakhs as against 3.55 lakhs in the FY 2023-24 i.e., financial charges increased by 12.66 lakhs (356.96% for the said period). This increase was mainly due to increase in interest on secured loan as per their utilization and Loan processing charges.

Profit/ (Loss) Before Tax: The restated Profit before Tax for FY 2024-25 was increased to 635.13 Lakhs (14.96% of total income) as against 549.69 Lakhs (13.61% of total income) in the FY 2023-24 i.e., profit before tax increased by 85.44 Lakhs (15.54% for the said period). This increase was primarily driven by a reduction in overall expenses (notably reduction in Purchase of Stock-in-Trade and Employee Benefit Expenses) as outlined above, which led to improved profit margins.

Total Tax Expenses: The total tax expense for FY 2023-24 increased to 165.04 Lakhs as against 142.37 Lakhs in the FY 2023-24. This increase was mainly due to increase in Profit before Tax as mentioned above.

Profit/ (Loss) After Tax: The restated Profit after Tax for FY 2024-25 increased to 470.54 Lakhs (11.08% of the total income) as against 407.56 Lakhs (10.09% of the total income) in the FY 2023-24. This increase was mainly due to increase in Profit before Tax as explained above.

COMPARISON OF THE FINANCIAL PERFORMANCE OF FISCAL 2024 WITH FISCAL 2023

Total Revenue:

The total revenue, comprising both revenue from operations and other income, has risen to 4,040.07 lakhs in FY 2023-24, up from 3,743.72 lakhs in FY 2022-23. This represents an increase of 296.35 lakhs, or 7.92% for the said period, mainly driven by a growth in revenue from operations during the fiscal year.

Revenue from Operations: The revenue from operations has increased to 4,020.30 lakhs (99.51% of the Total revenue) in FY 2023-24 from 3,741.62 lakhs (99.94% of the Total revenue) in FY 2022-23 i.e. revenue from operation increased by 278.69 lakhs (7.45% for the said period). This growth was primarily driven by increased sales of the companys footwear products during the fiscal year. The company benefited from sustained demand for its products across e-commerce platforms and offline channels, supported by its strong brand reputation and consistent product quality. The expansion of the product portfolio and the introduction of new designs and categories tailored to market trends likely played a role in attracting a wider customer base.

Other Income: The other income of the company for FY 2023-24 increased to 19.77 Lakhs as against 2.10 Lakhs in the FY 2022-23 i.e. Other Income increased by 17.66 Lakhs (839.45% for the said period). This increase was mainly due to increase in income from interest on debentures and income from F&O trading during the year.

Total Expenses

The total expenses (excluding Depreciation & Amortization Expenses, Financial Charges and provision for tax) for the FY 2023-24 were decreased to 3,483.53 Lakhs (86.22% of total revenue) as against 3,654.29 Lakhs (97.61% of total revenue) in the FY 2022-23 i.e., total expenses decreased by 170.76 lakhs (4.67% for the said period). This decrease in total expenses was primarily due to a significant reduction in other expenses, which included cost-saving measures and better management of operational costs. Additionally, changes in inventories contributed to the overall reduction in total expenses during the year.

Purchase of Stock-in-Trade: The purchase of stock-in-trade increased to 2,592.64 lakhs (64.17% of total revenue) in FY 2023-24, compared to 1,594.86 lakhs (42.60% of total revenue) in FY 2022-23, reflecting an increase of 997.78 lakhs (62.56% for the period). This rise was primarily due to higher purchases made during the fiscal year.

Change in Inventories: The change in Inventories have changed to (604.75) lakhs (14.97% of total revenue) in FY 2023-24 from (27.55) lakhs (0.74% of total revenue) in FY 2022-23 i.e. the above expenses changed by (577.19) lakhs. This increase was primarily due to higher purchases made during the fiscal year, which resulted in higher stock levels.

Employee Benefit Expenses: The Employee Benefit Expenses for the FY 2023-24 was decreased to 113.53 (2.81% of the total revenue) Lakhs as against 122.27 Lakhs (3.27% of the total revenue) in the FY 2022-23 i.e., employee benefit expenses decreased by 8.74 lakhs (7.15% for the said period). This was mainly due to decrease in overall Salaries paid during the fiscal year.

Other Expenses: The Other Expenses for the FY 2023-24 decreased to 1,382.12 Lakhs (34.21% of the total revenue) as against 1,964.72 (52.48% of the total revenue) Lakhs in the FY 2022-23 i.e., other expenses decreased by 582.60 lakhs (29.65% for the said period). This decrease was primarily driven by a significant reduction in the discounts offered on our products during the fiscal year from 1117.41 lakhs to 515.48 lakhs and reduction in purchase of footwear carton/box from 362.18 lakhs to 81.22 lakhs, compared to the previous financial year.

Depreciation and Amortisation Expenses: The Depreciation and Amortisation expenses for FY 2023-24 increased to 3.30 Lakhs as against 1.14 Lakhs in the FY 2022-23 i.e., depreciation increased by 2.16 lakhs (189.74% for the said period). This rise was primarily due to the capital expenditure incurred during the fiscal year.

Financial Charges: The Financial Charges for the FY 2023-24 increased to 3.55 Lakhs as against NIL in the FY 2022-23 i.e., financial charges increased by 3.55 lakhs. This increase was mainly due to increase in interest on secured loan as per their utilization and Loan processing charges.

Profit/ (Loss) Before Tax: The restated Profit before Tax for FY 2023-24 was increased to 549.69 Lakhs (13.61% of total income) as against 88.29 Lakhs (2.36% of total income) in the FY 2022-23 i.e., profit before tax increased by 461.40 Lakhs (522.59% for the said period). This increase in profitability is attributed to a combination of factors. While the companys sales revenue experienced a considerable increase, key expense categories such as fixed costs, semi-variable costs (notably employee benefit expenses), finance costs, depreciation, and other expenses did not grow at the same rate, thereby improving cost efficiency. The major factor contributing to this sudden surge in profits was the companys strategic decision to provide lower discounts on its footwear products. By reducing discount rates, the company effectively retained a larger share of its revenue as profit, which had a direct and substantial impact on overall profitability. This focused approach toward optimizing pricing strategies and balancing sales volumes helped the company achieve a significant financial milestone during FY 2023-24.

Total Tax Expenses: The total tax expense for FY 2023-24 increased to 142.13 Lakhs as against 22.98 Lakhs in the FY 2022-23. This increase was mainly due to increase in Profit before Tax as mentioned above.

Profit/ (Loss) After Tax: The restated Profit after Tax for FY 2023-24 increased to 407.56 Lakhs (10.09% of the total income) as against 65.31 Lakhs (1.74% of the total income) in the FY 2022-23. This increase was mainly due to increase in Profit before Tax as explained above.

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

1. Unusual or infrequent events or transactions

Except as described in this Prospectus, during the periods under review there have been no transactions or events, which in our best judgment, would be considered unusual or infrequent.

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

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

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

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

4. Expected Future changes in relationship between costs and revenues

Our Companys future costs and revenues will be determined by demand/supply situation, inflation, Government Policies and Taxation and Currency fluctuations.

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

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

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

The Company is mainly engaged in the business of footwear products. Therefore, there are no separate reportable segments.

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

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

8. Seasonality of business

Our business is not seasonal in nature. However, the demand of our products increases during festive seasons.

9. Competitive conditions

Competitive conditions are as described under the Chapters "Industry Overview" and "Our Business" beginning on page 86 and 113 respectively of the Prospectus.

10. Details of material developments after the date of last balance sheet i.e. March 31, 2025

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