Omara Ventures India Ltd Management Discussions

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our Restated Financial Information included in the Red Herring Prospectus. You should also read the section entitled "Risk Factors" beginning on page 26, which discusses several factors, risks and contingencies that could affect our financial condition and results of operations. The following discussion relates to our Company and is based on our restated financial information, which have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI Regulations. Portions of the following discussion are also based on internally prepared statistical information and on other sources. Our financial year ends on March 31 of each year. Accordingly, all references to a particular financial year (‘Financial Year or ‘FY) relate to the twelve-month period ended March 31 of that year.

The financial statements have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI (ICDR) Regulations and restated as described in the examination report issued of our statutory auditor dated June 16, 2026 which is included in this Red Herring Prospectus under the section titled "Restated Financial Statement" beginning on page 205 of this Red Herring Prospectus.

Note: Statement in the Management Discussion and Analysis Report describing our objectives, outlook, estimates, expectations or prediction may be "Forward Looking Statements" 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 market in which we operate, changes in Government Regulations, Tax Laws and other Statutes and incidental factors.

Our Company was originally incorporated as a private limited company under the name "Omara Ventures India Private Limited" on October 16, 2020, under the provisions of the Companies Act, 2013, pursuant to a certificate of incorporation issued by the Registrar of Companies, Central Registration Centre, and was assigned CIN U45209HR2020PTC090184. Subsequently, pursuant to a special resolution passed by the shareholders at the Extra Ordinary General Meeting held on July 12, 2025, the registered office of our Company was shifted from the State of Haryana to the Union Territory of Chandigarh, which was confirmed by the Regional Director and recorded by the Registrar of Companies, Chandigarh on December 23, 2025, and consequently the CIN of our Company was changed to U46498CH2020PTC046674. Thereafter, pursuant to a special resolution passed by the shareholders at the Extra Ordinary General Meeting held on December 31, 2025, our Company was converted into a public limited company and, consequently, its name was changed to "Omara Ventures India Limited", and a fresh certificate of incorporation dated February 26, 2026 was issued by the Registrar of Companies, Central Processing Centre, pursuant to which the CIN of our Company was changed to U46498CH2020PLC046674.

We are a retail jewellery business engaged in selling a range of diamond jewellery made using natural diamonds and precious and semi-precious gemstones, set in precious metals such as gold, Platinum and silver. Our jewellery is marketed and sold under our brand name "Omara" and is primarily offered through our retail boutique.

Our product portfolio comprises a range of diamond jewellery products, including necklaces, earrings, rings, bracelets and other jewellery products, catering to varied customer preferences, age groups and occasions. Our offerings include wedding jewellery, special occasion jewellery, festive jewellery and contemporary daily-wear jewellery, designed across various price points to suit different customer requirements. Through our product offerings, we aim to combine traditional elegance with modern aesthetics, offering jewellery that reflects craftsmanship, exclusivity and contemporary design preferences.

Our business model is centred around in-house product conceptualisation, design development, customer preference analysis, product curation and retail merchandising. We focus on developing designs that appeal to customers seeking luxury, personalisation and exclusivity, particularly for weddings, festive occasions, gifting and daily wear. We have entered into a product development and supply arrangement with our product development and supply partner for the development and supply of jewellery in accordance with our approved designs, specifications and quality standards. This arrangement enables us to maintain consistency in craftsmanship, design execution, finishing and product quality.

We also provide customisation services, allowing customers to personalise jewellery designs based on their individual requirements, preferences and occasions. This enables us to offer differentiated, design-led and customer-centric jewellery solutions while maintaining quality, craftsmanship and design integrity. Our product philosophy is centred on curated and design-led creations, where each collection comprises select designs developed in limited quantities, thereby preserving exclusivity, design distinctiveness and the premium positioning of the Omara brand.

As part of our brand recognition and identity, the "Omara" logo/brand insignia is embossed or marked on each jewellery sold by us. This enhances brand visibility, reinforces product authenticity and supports customer recall of our jewellery offerings.

Our jewellery products are supported by applicable quality certifications, including BIS hallmarking for precious metals and diamond grading/certification from recognised gemological laboratories such as the Gemological Institute of America (GIA), wherever applicable, providing assurance of purity and quality to our customers. We primarily cater to business-to-consumer (B2C) customers through our retail boutique and endeavour to offer a curated range of designer diamond jewellery combining craftsmanship, creativity, elegance and a contemporary retail experience.

Our Promoters, Mr. Samarth Jaiswal and Mrs. Ishani Mehta Jaiswal, support the strategic direction, governance and overall growth of our Company. Their understanding of the gems and jewellery industry, customer-oriented approach, product sensibility and management capabilities have contributed to the growth of our business, strengthening of customer relationships and development of our brand presence.

For further details of our Promoters, please refer to the chapter titled Our Promoters and Promoter Group beginning on page 198 of this Red Herring Prospectus.

The following table set forth certain key performance indicators for the years indicated:

			(Rs. in Lakhs)
Particulars	For the Year ended on
	March 31, 2026	March 31, 2025	March 31, 2024
Financial KPIs
Revenue from Operations	4,587.35	2,352.47	2,319.36
Growth in Revenue (y-o-y)(%)	95.00%	1.43%	-
Profit after Tax (PAT)	936.53	273.16	31.11
PAT Margin (%)	20.42%	11.61%	1.34%
EBITDA	1,442.62	487.36	183.95
EBITDA Margin (%)	31.45%	20.72%	7.93%
Net Worth	1,252.39	315.85	42.69
Return on Net Worth (RoE) (%)	74.78%	86.49%	72.89%
Return on Capital Employed (RoCE) (%)	85.38%	82.36%	71.34%
Total Debt	2,242.86	1,395.55	1,124.64
Current Ratio	1.48	1.16	1.05
Debt Equity Ratio	1.79	4.42	26.35
Advertising and Sales Promotion Expenses	127.09	137.56	112.19
Advertising and Sales Promotion Expense as a percentage of revenue from operations (%)	2.77%	5.85%	4.84%

Notes:

1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements.

2) Total Income represents the aggregate of Revenue from Operations and Other Income.

3) EBITDA is calculated as Profit before tax + Depreciation & amortization + Interest Expenses - Other Income.

4) ‘EBITDA Margin is calculated as EBITD divided by Revenue from Operations

5) ‘PAT Margin is calculated as PAT for the period/year divided by revenue from operations.

6) Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of statement ofprofit and loss, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off and non-controlling interest, as per the Restated Financial Information, but does not include reserves created out of revaluation of assets, write- back of depreciation and amalgamation.

7) Return on Equity is ratio of Profit after Tax and Average Shareholder Equity.

8) Return on Capital Employed is calculated as Earnings Before Interest and Tax (EBIT) divided by Capital Employed end of the period.

9) Total Debt comprises both short-term and long-term borrowings, including working capital loans, term loans, and other secured or unsecured borrowings outstanding as at the reporting date.

10) Current Ratio is calculated as current assets divided by current liabilities.

11) Debt equity ratio is calculated as total debts divided by total shareholders equity.

12) Capital Employed is defined as Net Worth plus Long-Term Debt.

Revenue from Operations	Revenue from Operations is used by our management to track the revenue profile of the business and in turn helps assess the overall financial performance of our Company and size of our business.
Total Income	Total income is used by the management to track revenue from operations and other income.
EBITDA	EBITDA provides information regarding the operational efficiency of the business.
EBITDA margin (%)	EBITDA Margin (%) is an indicator of the operational profitability and financial performance of our business.
PAT	Profit after tax provides information regarding the overall profitability of the business in value terms.
PAT margin (%)	PAT Margin (%) is an indicator of the overall profitability and financial performance of our business.
Net Worth	Net worth is used by the management to ascertain the total value created by the entity and provides a snapshot of current financial position of the entity.
Total Debt	Total debt helps the management to determine short term and long term debt of the company from various sources.
ROE (%)	RoE provides how efficiently our Company generates profits from shareholders funds.
ROCE(%)	ROCE provides how efficiently our Company generates earnings from the capital employed in the business.
Current Ratio	Current Ratio indicates our Companys ability to meet its short-term obligations using its shortterm assets.
Debt/Equity Ratio	Debt/Equity Ratio indicates the proportion of debt financing used by our Company in relation to shareholders equity and reflects the overall leverage position of the business.
Advertising and Sales Promotion Expenses	Describes how much the company is spending in its advertising and sales promotion.
Advertising and Sales Promotion Expense as a percentage of revenue from operations	Advertising and sale promotion expenses as a percentage of revenue from operations is to measure how much of a companys revenue is invested in promoting its products or services, indicating the intensity and efficiency of its customer acquisition and brand-building efforts.

In the opinion of the Board of Directors of our Company, since the date of March 31, 2026 as disclosed in this Red Herring Prospectus, there have not arisen any circumstance that materially or adversely affect or are likely to affect the profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months.

Our business operations and financial performance are influenced by a combination of internal and external factors that affect ornaments production, design, and market demand. Key factors that may impact our results of operations include the following:

1. Quality of Raw Material

The purity of gold (karatage) and the grading of diamonds (4Cs: Cut, Clarity, Color, Carat) are critical to maintaining product value and customer trust. Any compromise in the quality of sourced bullion or gemstones can lead to sales returns and severe brand damage.

2. Consumer spending and general economic and market conditions

While we are engaged in the business of selling modern every day and lifestyle diamond, gold, platinum, gemstone jewellery, our success partially depends to a significant extent on customer confidence and spending, which is influenced

by general economic condition and discretionary income levels. Many factors affect the level of customer confidence and spending in the retail sector, including recession, inflation, political uncertainty, availability of consumer credit, taxation and unemployment. Our performance may decline during recessionary periods or in other periods where one or more macro-economic factors, or potential macro-economic factors, negatively affect the level of customer confidence and spending.

3. Volatility in Commodity Prices

Sharp fluctuations in international prices directly impact profit margins and consumer buying behavior. While rising prices may increase the value of existing inventory, sudden spikes often deter customers from making new purchases.

4. Design Innovation and Craftsmanship

Consumer preferences constantly shift between traditional heavy jewellery and modern, lightweight, or "everyday wear" designs. Failure to innovate or maintain high-quality craftsmanship (Karigari) can result in slow-moving stock and loss of market share.

5. Inventory Management and Security

Efficiently managing a high-value inventory is vital to minimize carrying costs and ensure liquidity. Due to the high value of the products, any lapses in security or inventory tracking can lead to significant financial losses.

6. Supply Chain and Sourcing

Timely procurement of diamonds & solitaire from trusted suppliers is essential for uninterrupted operations. Disruptions in the global or domestic supply chain can increase procurement costs and delay product delivery.

7. Regulatory Environment

The industry is strictly governed by hallmarking mandates, GST regulations, and anti-money laundering laws (PMLA). Changes in import duties on the diamonds or stricter compliance requirements for cash transactions can increase operational costs.

8. Cost Structure

Profitability is influenced by the cost of procurement, making charges, labour for artisans, and boutique overheads. Increasing costs in any of these areas without a corresponding increase in selling price will squeeze net margins.

9. Competitions

We may face significant competition in our business. An inability to compete effectively may lead to loss of business or reduced operating margins, if there is failure to successfully upgrade our product portfolio, from time to time.

10. Macroeconomic Factors

General economic health, inflation, and disposable income levels dictate the luxury spending capacity of the population. During economic downturns, jewellery—being a discretionary spend—is often the first category to see a reduction in demand.

Any adverse movement in one or more of the above factors may affect our production capabilities, sales performance, and financial results.

For Significant accounting policies refer "Annexure IV - Restated Significant Accounting Policies and Notes to Restated Financial Information" under Section titled "Restated Financial Statement beginning on page 205 of this Red Herring Prospectus.

The following table sets forth select financial data derived from our Restated Summary Statement of Assets and Liabilities as on the financial year ended March 31, 2026, 2025 and 2024:

Particulars		For the year ended on
	March 31, 2026	March 31, 2025	March 31, 2024
Liabilities
Long-term Borrowings	393.80	247.72	181.83
Short-term Borrowings	1,849.07	1,147.54	942.81
Trade Payables	879.62	1,120.96	1,416.21
Short Term Provisions	324.57	93.39	13.53
Assets
Inventories	4,358.15	2,459.56	2,349.27
Trade Receivable	16.97	146.62	40.87
Short-term Loans and Advances	131.66	116.85	95.40

Long-Term Borrowings

Long-term borrowings increased by 58.97% to Rs.393.80 lakhs as of March 31, 2026, compared to Rs.247.72 lakhs as of March 31, 2025. This increase was primarily on account of fresh bank facilities availed by the Company to meet its working capital requirements. As of March 31, 2025, long-term borrowings stood at Rs.247.72 lakhs, reflecting a growth of 36.24% over Rs.181.83 lakhs as of March 31, 2024, driven by a deliberate shift toward structured, long-tenor institutional credit. Collectively, the movement in long-term borrowings reflects the Companys strategic transition from operational funding sources toward high- maturity institutional debt, aimed at supporting sustained business growth and strengthening liquidity.

Short-Term Borrowings

Short-term borrowings increased by 64.95% to Rs.1,849.07 lakhs as of March 31, 2026, from Rs.1,147.54 lakhs as of March 31, 2025. This increase was primarily attributable to the enhancement of working capital limits by the Companys bankers and the inclusion of current maturities of fresh long-term borrowings availed from financial institutions. As of March 31, 2025, shortterm borrowings stood at Rs.1,147.54 lakhs, representing a 19.59% increase over Rs.942.81 lakhs as of March 31, 2024, driven by unsecured loans availed from the Directors of the Company during the fiscal year.

Trade Payables

Trade payables decreased by 21.53% to Rs.879.62 lakhs as of March 31, 2026, from Rs.1,120.96 lakhs as of March 31, 2025. This reduction was primarily attributable to the clearance of outstanding dues supported by working capital assistance from banks and Directors, as well as the Companys strategy of timely procurement to take advantage of commodity price movements. As of March 31, 2025, trade payables stood at Rs.1,120.96 lakhs, reflecting a decrease of 20.85% from Rs.1,416.21 lakhs as of March 31, 2024, driven by a rationalization of supplier relationships and a transition to revised procurement terms during the year. Overall, the movement in trade payables reflects the Companys evolving procurement practices and its consistent approach to supplier payment management, in line with expanding manufacturing and business activity.

Inventories

Inventories increased by 77.19% to Rs.4,358.15 lakhs as of March 31, 2026, from Rs.2,459.56 lakhs as of March 31, 2025. This significant increase was primarily driven by the requirement of adding more jewellery collections & designs in ready stock to boost sales and increase in inventory cost due to rise in spot rates of commodity. As of March 31, 2025, inventories stood at Rs.2,459.56 lakhs, a moderate increase of 4.69% over Rs.2,349.27 lakhs as of March 31, 2024, reflecting an early -stage strategic build-up to support expanding retail demand.

Trade Receivables

Trade receivables decreased by 88.43% to Rs.16.97 lakhs as of March 31, 2026, from Rs.146.62 lakhs as of March 31, 2025, driven by higher retail sales volumes and a strategy focused on liquidity optimization. The overall reduction in trade receivables is further attributable to fluctuations in gold prices during the year, which prompted the Company to adopt a more cautious approach to extending credit. Customers were encouraged to settle transactions more promptly to mitigate exposure to price volatility, resulting in faster realizations and a shorter credit cycle. As of March 31, 2025, trade receivables stood at Rs.146.62 lakhs, an increase of 258.78% over Rs.40.87 lakhs as of March 31, 2024, primarily on account of sales recorded at the close of the fiscal year.

Short-Term Loans and Advances

Short-term loans and advances increased marginally by 12.67% to ^131.66 lakhs as of March 31, 2026, from Rs.116.85 lakhs as of March 31, 2025. This increase was primarily on account of a higher Input Tax Credit balance under GST, partially offset by a reduction in other receivables. As of March 31, 2025, short-term loans and advances stood at ^ 116.85 lakhs, reflecting a growth of 22.48% over Rs.95.40 lakhs as of March 31, 2024.

(Rs. in Lakhs)

Sr. No. Particulars	For the year ended on
	March 31, 2026	% of Total Income	March 31, 2025	% of Total Income	March 31, 2024	% of Total Income
I Revenue from Operations	4,587.35	100.00%	2,352.47	100.00%	2,319.36	100.00%
II Other Income	-	-	0.01	0.00%	0.10	0.00%
III Total Income	4,587.35	100.00%	2,352.49	100.00%	2,319.46	100.00%
Expenses:
(a)Cost of Material Consumed	-	-	-	-	-	-
(b) Purchase of stock-in-trade	4,670.06	101.80%	1,611.35	68.50%	2,687.78	115.88%
(c) Changes in inventories of finished goods, work-inprogress and stock-in-trade	(1,898.59)	(41.39%)	(110.29)	(4.69%)	(886.81)	(38.23%)
(d) Employee benefits expense	103.18	2.25%	89.63	3.81%	95.77	4.13%
(e) Finance cost	149.36	3.26%	100.13	4.26%	136.60	5.89%
(f) Depreciation and Amortization expense	37.07	0.81%	23.22	0.99%	23.89	1.03%
(g) Other Expense	252.19	5.50%	271.15	11.53%	220.10	9.49%
IV Total Expenses	3,313.27	72.23%	1,985.19	84.39%	2,277.34	98.18%
V Profit/(Loss) before tax and Exceptional Items (III-IV)	1,274.08	27.77%	367.30	15.61%	42.13	1.82%
VI Exceptional/Extraordinary Items
VII Profit/(Loss) before tax (V-VI)	1,274.08	27.77%	367.30	15.61%	42.13	1.82%
VIII Tax Expense:
(a)Current tax expense	329.11	7.17%	93.39	3.97%	13.53	0.58%
(b)Deferred tax	(4.14)	(0.09%)	(0.76)	(0.03%)	(2.52)	(0.11%)
(c) Shortfall / Excess Provision	12.58	0.27%	1.51	0.06%	-	0.00%
IX Profit / (Loss) after tax (VII- VIII)	936.53	20.42%	273.16	11.61%	31.11	1.34%

Set forth below are the principal components of statement of profit and loss from our operations:

Total Income

Our total income comprises of (I) Revenue from Operations; and (II) Other Income.

Revenue from Operations

Revenue has increased from Rs. 2,319.36 Lakhs in FY 2023-24 to Rs. 2,352.47 Lakhs in FY 2024-25, and further to Rs. 4,587.35 Lakhs during FY 2025-26. Operating Revenue constitutes nearly 100% of total income in all reporting periods, indicating core operating activity which includes sale of Solitaire Diamonds, Diamond Jewellery, Gold Jewellery remains the major contributor.

Other Income

The Company has negligible other income (0.000%-0.001% of total income), indicating minimal reliance on non-operating streams.

Total Expense

Our expenses comprise of: (i) Purchase of Traded goods; (ii) Change in Inventories of Finished Goods; (iii) Employee Benefits Expense; (iv) Finance Costs; (v) Depreciation and Amortization expense; and (vi) Other Expenses. Total expenses decreased from Rs. 2,277.34 lakhs in FY 2023-24 to Rs. 1,985.19 lakhs in FY 2024-25 and then increased to Rs. 3,313.27 lakhs in FY 202526, reflecting business scale-up.

Purchase of Traded Goods

Purchase of stock-in-trade represents purchases of jewellery manufactured based on exclusive designing done by the company from its contracted vendor. The expense stood at Rs. 2,687.78 lakhs in FY 2023-24, Rs. 1,611.35 lakhs in FY 2024-25, Rs. 4,670.06 lakhs in FY 2025-26. Which includes purchase of finished materials including 24 crt. gold and silver and jewellery.

Changes in inventories of finished goods and Stock-in-Trade

This represents movement in stock of Finished Goods and stock-in-trade. The changes amounted to Rs. (886.81) lakhs in FY 2023-24, Rs. (110.29) lakhs in FY 2024-25 and Rs. (1,898.59) lakhs in FY 2025-26. This line item represents the movement in inventories of Finished Goods and Stock-in-Trade and is computed as the net difference between the opening and closing stock of these categories.

Employee Benefits Expense

Employee expenses include salaries, directors remunerations, allowances, contribution to ESIC, and other benefits. The expense stood at Rs. 95.77 lakhs in FY 2023-24, Rs. 89.63 lakhs in FY 2024-25 and Rs. 103.18 lakhs in FY 2025-26. The salaries & incentives, directors remuneration / professional fees, contributions to ESIC and gratuity, and staff welfare expenses.

Finance Cost

The finance cost stood at Rs. 136.60 lakhs in FY 2023-24, Rs. 100.13 lakhs in FY 2024-25 and Rs. 149.36 lakhs in FY 2025-26. Finance Cost comprises interest on working capital facilities (including cash credit / overdraft), interest on term loans, bank charges and processing fees, and other related financial charges.

Depreciation and Amortization Expense

The depreciation and amortization expense stood at Rs. 23.89 lakhs in FY 2023-24, Rs. 23.22 lakhs in FY 2024-25, and Rs. 37.07 lakhs in FY 2025-26. Depreciation and Amortization Expense comprises depreciation on tangible assets such as office equipment, furniture and fixtures, plant and machinery, computers, motor vehicles and other assets.

Other Expenses

Other expenses stood at Rs. 220.10 lakhs in FY 2023-24, Rs. 271.15 lakhs in FY 2024-25 and Rs. 252.19 lakhs in FY 2025-26. Other expenses comprise advertisement and sales promotion, rent, rates and taxes, electricity expenses, repairs and maintenance, freight and forwarding, travelling and conveyance, legal and professional fees, audit fees, insurance, communication expenses, office and administrative expenses, and other miscellaneous operating expenses.

Profit Before Tax

Profit Before Tax (PBT) stood at Rs. 42.13 lakhs in FY 2023-24, increased to Rs. 367.30 lakhs in FY 2024-25, and further rose to Rs. 1,274.08 lakhs in FY 2025-26.

PBT represents the net result after operating revenue, other income, and all operating and non-operating expenses, including Purchase of Traded Goods, Changes in Inventories of Stock in Trade, employee benefits expense, other expenses, depreciation and amortization, and finance costs, but before providing for current tax and deferred tax.

Tax

Tax expense stood at Rs.11.01 lakhs in FY 2023-24, increased to Rs.94.13 lakhs in FY 2024-25, and further rose to Rs.337.55 lakhs in FY 2025-26. Tax expense comprises current tax on taxable profits for the year and deferred tax (charge/credit), if any, arising on account of timing differences between accounting income and taxable income, computed in accordance with the provisions of the Income-tax Act, 1961 and applicable accounting standards.

Profit After Tax

Profit After Tax (PAT) stood at ^31.11 lakhs in FY 2023-24, increased to Rs.273.16 lakhs in FY 2024-25, and further rose to Rs.936.53 lakhs in FY 2025-26. PAT represents the net profit of the Company after providing for tax expense (current tax and deferred tax, if any) and reflects the net earnings attributable to the shareholders after meeting all operating and non-operating expenses.

TOTAL INCOME

1. Revenue from Operations

Our Companys Revenue from Operations increased from Rs. 2,352.47 lakhs in FY 2024-25 to Rs. 4,587.35 lakhs in FY 202526, reflecting a growth of 95.00%. The growth was primarily attributable to higher sales volumes, wider market reach.

The increase in revenue reflects a combination of strategic operational improvements and a responsive approach to market dynamics. The company is able to increased earnings by ensuring high-demand inventory was available as sales mix of diamond jewellery is increased as compared to previous year. By focusing on better stock management and wider reach, we captured more value from every sale. This approach turned market price hikes into a direct advantage for our bottom line.

As a proportion of total income, revenue from operations remained consistently high at 95.00% in FY 2025-26, indicating that the Company continues to derive almost its entire income from its core business operations, with negligible dependence on non-operating income.

Our Company ability to guide product strategy, enabling better management of inventory levels and alignment with consumer demand trends. During Fiscal 2026, we have regularly introduced new attractive designs across core categories such as neckwear, rings, earrings, bangles/bracelets, and chains as per fashion trend and customers requirement. These additions, spread across multiple price points, broadened customer appeal and drove improved conversions and repeat purchases. Sales volume increased across diamond-studded jewellery, and platinum jewellery with notable growth in demand for gold jewellery embedded with diamonds, supported by favourable price movements in gold and diamonds. Our premium product mix and

focus on design innovation contributed to higher average order values. Revenue growth was further driven by retail expansion, with our exclusive boutique performing better due to refined merchandising, improved stock rotation, and targeted promotional activities. This expansion enabled deeper market penetration and higher footfalls. Additionally, our ability to navigate a favourable pricing environment while maintaining stable customer demand allowed us to preserve margins and strengthen overall revenue performance.

2. Other Income

Other Income stood at Nil in FY 2025-26 as compared to Rs.0.01 lakhs in FY 2024-25.

Even though Other Income dropped this year, it remains a tiny fraction (0.01%) of what the company earns. This confirms that almost all our money comes from operations, rather than side activities like other income or tax refunds.

TOTAL EXPENDITURE

1. Purchase of Traded Goods

Purchase of Traded Goods represents the purchase of jewellery manufactured by contracted vendors based on exclusive designs developed by the Company, and also includes purchases of raw materials including 24 carat gold, silver, and other jewellery components.

Purchase of Traded Goods increased from Rs. 1,611.35 lakhs in FY 2024-25 to Rs. 4,670.06 lakhs in FY 2025-26, an increase of approximately 189.82%. As a percentage of Total Income, purchases increased from 68.50% in FY 2024-25 to 101.80% in FY 2025-26. The increase in absolute terms is directly correlated with the significant growth in Revenue from Operations and is attributable to: (a) higher procurement volumes to support increased sales during the year; (b) addition of new designs and expanded variety of jewellery items across exhibition and showcase formats; and (c) stocking requirements arising from expanded retail presence. The increase in purchases as a percentage of Total Income reflects the upfront procurement cost incurred to support forward inventory build-up aligned with the Companys growth strategy, and is viewed in conjunction with the corresponding increase in closing inventory reflected under Changes in Inventories.

2. Changes in Inventories of Finished Goods

Changes This line item represents the net movement in inventories of Finished Goods and Stock-in-Trade, computed as the difference between opening and closing stock. A negative figure (presented in parentheses) indicates that closing inventory exceeded opening inventory, resulting in a credit to the Statement of Profit and Loss for the period.

Changes in inventories amounted to Rs. (1,898.59) lakhs in FY 2025-26 as compared to Rs. (110.29) lakhs in FY 2024-25, representing an increase of approximately 1,621.44% in the negative movement year-on-year. The higher negative movement reflects a significant inventory build-up during FY 2025-26, attributable to: (i) demand-led stocking in alignment with anticipated growth in sales volumes; (ii) introduction of new designs and expanded product ranges requiring advance inventory positioning; (iii) inventory requirements for the Companys expanded retail customer base; and (iv) production planning and order execution timelines inherent to the Companys operational model, necessary to ensure smooth operations and timely customer fulfilment. The Management is of the view that the inventory levels as at March 31, 2026 are consistent with the Companys operational requirements and growth objectives, and are expected to be liquidated in the ordinary course of business within a reasonable timeframe.

3. Employee Benefits Expenses

Employee Employee Benefits Expense comprises salaries and wages, Directors remuneration / sitting fees, allowances, leave encashment salary, sales incentives, contributions to the Employees State Insurance Corporation (ESIC), Recuritment Expense, provision for gratuity expense and staff welfare expenses.

Employee Benefits Expense increased from Rs. 89.63 lakhs in FY 2024-25 to Rs. 103.18 lakhs in FY 2025-26, an increase of approximately 15.13%. The increase is attributable to expansion of the sales and operational workforce to support business growth, along with normal annual salary revisions and provision of gratuity. Notably, Employee Benefits Expense as a proportion of Revenue from Operations declined from 3.81% in FY 2024-25 to 2.25% in FY 2025-26, reflecting the operating leverage inherent in the Companys cost structure as revenues scale.

4. Finance Cost

Finance Costs comprise of interest, bank charges and processing fees.

Finance cost increased from Rs.100.13 lakhs in FY 2024-25 to Rs.149.36 lakhs in FY 2025-26, mainly on account of increased in interest on working capital borrowings on account of enhancement & utilization of cash credit limits from banks and interest on unsecured loan availed from NBFCs required to support higher inventory levels.

5. Depreciation and Amortization Expense

Depreciation and amortization expense increased from Rs.23.22 lakhs in FY 2024-25 to Rs.37.07 lakhs in FY 2025-26, attributable to capital investments in vehicles, Furniture & fixtures of boutique made during the year to strengthen operational capacity.

6. Other Expenses

Other expenses decreased marginally from Rs.271.15 lakhs in FY 2024-25 to Rs.252.19 lakhs in FY 2025-26, mainly due to reduction in advertisement, sales promotion & marketing expense on account of getting advantage of aggressive marketing expenses incurred in FY 2024-25 as it was relatively new business then. These expenses come down to Rs.137.25 Lakhs in FY 2025-26 from Rs. 152.48 lakhs in FY 2024-25. These expenses mainly comprised selling, distribution, administrative, and marketing costs. This decrease in other expenses was partially offset by increase in rental expense of boutique, Audit fees and other miscellaneous expenses.

As a proportion of total income, Other Expenses grew to 5.50% in FY 2025-26 compared to 11.53% in the previous year, indicating efficient control over overheads.

7. Total Expenditure

Total expenditure increased from Rs. 1,985.19 lakhs in FY 2024-25 to Rs. 3,313.27 lakhs in FY 2025-26. However, as a percentage of total income, the overall expenditure levels have remained broadly stable, reflecting effective cost management and operating leverage despite expansion in business volumes.

Total expenditure comprises purchase of traded goods, changes in inventories, employee benefits expense, finance cost, depreciation and amortization, and other operating and administrative expenses, which together represent the aggregate cost incurred in carrying out the Companys operations.

PROFITABILITY

1. Profit Before Tax

Profit Before Tax increased from Rs. 367.30 lakhs in FY 2024-25 to Rs. 1,274.08 lakhs in FY 2025-26, registering a growth of 246.88%. The increase was primarily driven by higher revenue from operations, supported by higher margin product mix and improved realization along with price appreciation in the commodity spot rates. Further, lower other expenses (reduced from Rs.271.15 lakhs in FY 2024-25 to Rs.252.19 lakhs in FY 2025-26) and stable depreciation and amortization charges helped in controlling fixed costs.

In addition, the Company undertook planned inventory build-up during FY 2025-26 to support expansion of business, introduction of new designs and expected demand from customers. While this resulted in a higher negative figure under changes in inventories, the same reflects strengthening of operating scale rather than inefficiency. Overall, the combination of revenue growth, cost discipline and operating leverage led to improvement in operating margins and a significant increase in PBT in FY 2025-26.

2. Tax

Tax expense increased from Rs.94.13 lakhs in FY 2024-25 to Rs.337.55 lakhs in FY 2025-26, in line with the significant increase in Profit Before Tax during the year. The higher tax outgo primarily reflects higher taxable profits arising from improved operating performance and margins. The tax provision has been computed in accordance with the applicable provisions of the Income-tax Act, 1961 and prevailing tax rates, and is commensurate with the Companys enhanced profitability in FY 202526. It also includes tax paid in excess of provision made for preceding year and deferred tax assets has been created on account of provision made for gratuity expense.

3. Profit After Tax

Profit After Tax (PAT) increased from Rs.273.16 lakhs in FY 2024-25 to Rs.936.53 lakhs in FY 2025-26, registering a growth of 242.85%. The improvement in PAT was driven by higher operating profitability on account of higher margin sales mix, supported by growth in revenues, better realizations, and effective cost management across key expense heads. In addition, expansion of the Companys market presence and product offerings, along with favourable trends in gold prices, contributed positively to margins. As a result, the PAT margin improved from 11.61% in FY 2024-25 to 20.42% in FY 2025-26.

TOTAL INCOME

1. Revenue from Operations

Our Companys Revenue from Operations increased from Rs. 2,319.36 lakhs in FY 2023-24 to Rs. 2,352.47 lakhs in FY 202425, registering a marginal increase of 1.43% by maintaining the sale volume in comparison to previous comparative fiscal as the company was in the stage of increasing its retail customer base and incurred the heavy advertisement & sales promotion expense and achieved the advantage of it in next fiscal year 2026.

2. Other Income

Other Income stood at Rs. 0.01 Lakhs in FY 2024-25 as compared to Rs.0.10 lakhs in FY 2023-24.

Even though Other Income dropped this year, it remains a tiny fraction (0.01%) of what the company earns. This confirms that almost all our money comes from operations, rather than side activities like other income or tax refunds.

TOTAL EXPENDITURE

1. Purchase of Traded Goods

Purchase of jewellery manufactured based on exclusive designing done by the company from its contracted vendor decreased from Rs. 2,687.78 lakhs in FY 2023-24 to Rs. 1,611.35 lakhs in FY 2024-25, reflecting an reduction of 40.05 %. The decrease was mainly due to higher procurement of material in previous fiscal 2024 and clearance of the goods in current fiscal 2025.

As a percentage of total income, this expense decreased from 115.88% in FY 2023 -24 to 68.50% in FY 2024-25, reflecting improvement in gross margin management.

2. Changes in Inventories of Finished Goods

Inventory changes stood at Rs. (110.29) lakhs in FY 2024-25 as compared to Rs. (886.81) lakhs in FY 2023-24. The lower negative movement indicates a relatively moderated inventory build-up during FY 2024-25, reflecting closer alignment of procurement planning with sales requirements and more calibrated stocking of finished goods and stock-in-trade in line with demand patterns.

3. Employee Benefits Expenses

Employee benefit expenses marginally decreased from Rs.95.77 lakhs in FY 2023-24 to Rs.89.63 lakhs in FY 2024-25. The decrease was primarily attributable to slight change of manpower, revision in salaries and wages, along with the corresponding decrease in statutory contributions and staff welfare expenses and which is partially offset by increase in higher directors remuneration, in line with the requirement in the scale of operations.

4. Finance Cost

Finance cost decreased from Rs.136.60 lakhs in FY 2023-24 to Rs.100.13 lakhs in FY 2024-25 primarily due to reduction in interest rates on working capital facilities on account of shift from government bank to private bank, during last few days of FY 2023-24 along with lower financial charges as compared to FY 2023-24.

5. Depreciation and Amortization Expense

Depreciation and amortization have slight change from Rs.23.89 lakhs in FY 2023-24 to Rs.23.22 lakhs in FY 2024-25. As there is no major addition in the Fiscal 2025

6. Other Expenses

Other expenses increased from Rs.220.10 lakhs in FY 2023-24 to ^271.15 lakhs in FY 2024-25, primarily due to higher selling, distribution, advertisement and exhibition expenses and gift to customers in line with the growth in customer base.

7. Total Expenditure

Total expenditure decreased from Rs. 2,277.34 lakhs in FY 2023-24 to Rs. 1,985.19 lakhs in FY 2024-25, primarily on account of decrease in purchase of traded goods & sale of opening stock and reduction in Finance cost in line with the growth in business

operations. However, as a percentage of total income, total expenditure reduced from 98.18% to 84.39%, reflecting improved cost efficiency and operating & financial leverage.

PROFITABILITY

1. Profit Before Tax

Profit before tax increased from Rs. 42.13 lakhs in FY 2023-24 to Rs. 367.30 lakhs in FY 2024-25, registering a significant growth of 771.91%. The improvement was primarily driven by lower expenditure mainly purchase of traded goods, supported by better realizations and increased gross margins on account of higher sales of diamond jewellery having higher margins as compared to previous year. Further, effective cost management across employee benefits, other operating expenses and finance costs contributed to improved operating efficiency, resulting in an increase in profitability during FY 2024-25.

2. Tax

Tax expense comprises current tax expense and deferred tax. The current tax expense increased from Rs.11.01 lakhs in FY 202324 to Rs.94.13 lakhs in FY 2024-25, reflecting higher taxable profits during the year. Deferred tax charge for FY 2024-25 stood at Rs.0.76 lakhs, as compared to a credit of Rs.2.52 lakhs in FY 2023-24, arising from timing differences between accounting income and taxable income. Overall, the movement in tax expense is in line with the Companys improved profitability and has been computed in accordance with applicable provisions of the Income-tax Act, 1961 and relevant accounting standards.

3. Profit After Tax

Profit after tax increased from Rs.31.11lakhs in FY 2023-24 to Rs.273.16 lakhs in FY 2024-25, registering a high growth of 777.93%. The improvement was primarily driven by lower expenditure mainly purchase of traded goods, increased gross margins on account of higher sales of diamond jewellery having higher margins as compared to previous year and improved operating efficiency. Further, controlled employee costs, reduction in finance cost and effective management of other operating expenses contributed to margin expansion. The combined impact of higher operating profitability and proportionate tax provisioning resulted in a healthy increase in PAT during FY 2024-25.

The following table sets forth information relating to our Companys statement of cash flows for the financial years indicated:

Particulars	March 31, 2026	March 31, 2025	March 31, 2024
Net cash flows generated/ (used in) from operating activities	(670.34)	(83.62)	(9.81)
Net cash flows generated/ (used in) investing activities	(27.68)	(107.20)	-
Net cash flows generated/ (used in) financing activities	698.25	170.48	59.93
Net increase/(decrease) in cash and cash equivalents	0.24	(20.34)	50.11

OPERATING ACTIVITIES

For the period ended March 31, 2026, the Company reported a net cash outflow from operating activities of Rs.(670.34) lakhs. The outflow was primarily on account of significant increase in inventories Rs. (1,898.59) and increase in loans and advances and other assets, reflecting planned working capital deployment to support higher sales, introduction of new designs, and readiness for expected growth in sales. These increases were partly offset by and reduction in trade receivable and higher shortterm provisions, indicating that the Company has consciously invested in building operational scale and capacity, which has temporarily impacted operating cash flows but strengthens the platform for future growth.

For the year ended March 31, 2025, the Company reported net operating cash outflow of Rs. (83.62) lakhs. This was due to strong operating profitability and attributed by decrease in trade payables Rs. (295.24) lakhs and increase in trade receivable and closing inventories at same level, which increased working capital base. The negative cash outflow reflects increase in requirement of working capital in line with business expansion.

For the year ended March 31, 2024, net cash outflow from operating activities stood at Rs. (9.81) lakhs. This was supported by favourable movement in trade payable (increase of Rs.799.80 lakhs) and decrease in other liabilities of Rs. (106.35) lakhs, despi te increase in inventories Rs. (886.81) and higher operating scale. The results demonstrate the Companys thrives need of working capital base for growing its business.

INVESTING ACTIVITIES

For the period ended March 31, 2026, the Company reported a net cash outflow from investing activities of Rs.27.68 lakhs, mainly on account of purchase of Furniture & fixtures for our exclusive boutique. The limited outflow indicates a relatively moderate level of capital expenditure during the period.

For the year ended March 31, 2025, net cash outflow from investing activities stood at Rs.107.20 lakhs, primarily attributable to purchase of fixed assets amounting to Rs.107.10 lakhs.

For the year ended March 31, 2024, the Company had not reported cash flow from investing activities primarily focusing on operating cycle of business, indicating lower fixed assets model base.

FINANCING ACTIVITIES

For the period ended March 31, 2026, the Company reported net cash inflow from financing activities of Rs.69 8.25 lakhs. The inflow was primarily driven by increase in long-term borrowings & short-term borrowings for working capital purpose of Rs.847.61 lakhs and interest paid of Rs.149.36 lakhs. This reflects strengthening of the Companys capital base and rationalisation of its funding structure to support growth plans.

For the year ended March 31, 2025, the Company reported net cash inflow from financing activities of Rs. 170.48 lakhs, mainly due to increase in short-term borrowings of Rs.204.72 and increase in long term borrowings of Rs. 65.89 lakhs and interest paid of Rs.100.13 lakhs. This indicates a conscious effort to optimize the borrowing mix and reduce reliance on short-term funding.

For the year ended March 31, 2024, net cash inflow from financing activities stood at Rs.59.93 lakhs, driven by increase in longterm borrowings & short-term borrowings for working capital purpose from bank & directors of Rs. 196.53 lakhs and interest paid of Rs.136.60 lakhs. The movements are reflective of restructuring of capital following transition of the business structur e.

We have, in the course of their business and operations, entered into transactions with related parties, such as Sales, purchase, credit note, loan taken and repayment thereof, renumeration to KMPs, directors, and relatives, salary paid. For further information see "Restated Financial Statement - Note - XXVIII (d) - Related Party Disclosures" on page 205 of this Prospectus.

The details of Contingent Liabilities of the Company for the financial year ended March 31, 2026, 2025 and 2024 respectively are as follows:

Particulars	For the year ended March 31, 2026	For the year ended March 31, 2025	For the year ended March 31, 2024
I. Contingent Liabilities
(a) claims against the company not acknowledged as debt;	-	-	-
(b) guarantees excluding financial guarantees; and	-	-	-
(c) other money for which the company is contingently liable.	-	-	-

There have been no reservations, qualifications, matters of emphasis or adverse remarks in the Restated Financial Information of our Company for the period financial years ended March 31, 2026, March 31, 2025 and March 31, 2024.

In the course of undertaking our business, we are exposed to the following risks arising from financial instruments, which include credit risk, liquidity risk and market risk. Our primary focus is to achieve better predictability of financial markets and seek to minimize potential adverse effects on our financial performance.

Credit Risk

Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or fail to pay amounts due causing financial loss. The potential activities where credit risks may arise include from security deposits with bank, trade receivables, loans and advances and other financial assets. The maximum credit exposure associated with financial assets is equal to the carrying amount. Our exposure to credit risk is influenced mainly by the individual characteristics of each customer and the geography in which it operates. Credit risk is managed through credit approvals, establishing credit limits, and continuously monitoring the creditworthiness of customers to which our Company grants credit terms in the normal course of business.

Liquidity Risk

Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with its financial liabilities that are proposed to be settled by delivering cash or other financial asset. Our financial planning has ensured, as far as possible, that there is sufficient liquidity to meet the liabilities whenever due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our reputation. We have practiced financial diligence and syndicated adequate liquidity in all business scenarios.

Market Risk

Market risk is the risk that results in changes in market prices, such as, interest rates and other price like equity prices, which will affect our revenue or the value of our materials purchased or consumed.

Effect Of Inflation

We are affected by inflation as it has an impact on the raw material cost, employee/labour costs, etc. In line with changing inflation rates, we rework our margins so as to absorb the inflationary impact.

1. Details of Default, if any, Including Therein the Amount Involved, Duration of Default and Present Status, in Repayment 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 205 and risks as disclosed under Section titled "Risk Factors" beginning on page 26 in this 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.

2. Material Frauds

There has been no material fraud, as reported by our statutory auditor, committed against our Company, in the last three Fiscals.

3. Unusual or infrequent events or transactions

Except as described in this Red Herring Prospectus, there have been no other events or transactions to the best of our knowledge which may be described as "unusual" or "infrequent".

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

Our business has been subject, and we expect it to continue to be subject to significant economic changes arising from the trends identified above in Factors Affecting our Results of Operations and other material changes. To our knowledge, except as we have described in the Red Herring Prospectus, there are no known factors which we expect to bring about significant economic changes.

5. 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 titled "Risk Factors" beginning on page 26 in this 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.

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.

Apart from the risks as disclosed under Section titled "Risk Factors beginning on page 26 in this Red Herring Prospectus, there are no known factors that may adversely affect our business prospects, results of operations and financial condition.

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

We operate in only one major segment.

8. The extent to which material increases in revenue or income from operations are due to increased volume, introduction of new products or services or increased prices

Changes in revenue in the last three financial years are as explained in the part "Financial Year 2024 -25 compared with Financial Year 2023-24 and Financial Year 2023-24 Compared with Financial Year 2022-23" above.

9. The extent to which business is seasonal

Business Overview is not seasonal in nature. For further information, see "Risk Factor", "Industry Overview" and "Business Overview" on page 26, 126 and 136 in this Red Herring Prospectus respectively.

10. Any significant dependence on a single or few suppliers or customers.

The percentage of contribution of our Companys customers vis-a-vis the total revenue from operations respectively for the financial years ended March 31, 2026, 2025 and 2024 is as follows:

					(Rs. In Lakhs)
	March 31, 2026		March 31, 2025		March 31, 2024
p ainvuiais	Revenue	%	Revenue	%	Revenue	%
Top 1 Customer	749.34	16.33%	89.25	3.79%	240.16	10.35%
Top 2 Customer	196.51	4.28%	80.58	3.43%	199.47	8.60%
Top 3 Customer	56.27	1.23%	70.36	2.99%	149.23	6.43%
Top 4 Customer	54.52	1.19%	49.12	2.09%	78.89	3.40%
Top 5 Customer	36.12	0.79%	46.49	1.98%	47.44	2.05%
Top 6 Customer	34.75	0.76%	36.99	1.57%	45.45	1.96%
Top 7 Customer	33.98	0.74%	36.72	1.56%	31.62	1.36%
Top 8 Customer	33.79	0.74%	36.46	1.55%	28.83	1.24%
Top 9 Customer	30.58	0.67%	32.35	1.37%	27.97	1.21%
Top 10 Customer	27.18	0.59%	25.37	1.08%	23.21	1.00%
Total	1,253.05	27.32%	503.68	21.41%	872.27	37.61%

The percentage of contribution of our Companys suppliers vis-a-vis the total purchases respectively for the financial years ended March 31, 2026, 2025 and 2024 is as follows:

						(Rs In Lakhs)
	March 31, 2026		March 31, 2025		March 31, 2024
Particulars	Purchase	%	Purchase	%	Purchase	%
Top 1 Supplier	1,532.40	32.81%	538.70	33.43%	1,423.62	52.97%
Top 2 Suppliers	1,483.11	31.76%	280.76	17.42%	354.65	13.20%
Top 3 Suppliers	419.28	8.98%	168.40	10.45%	250.17	9.31%
Top 4 Suppliers	364.48	7.80%	155.80	9.67%	120.93	4.50%
Top 5 Suppliers	137.61	2.95%	120.91	7.50%	114.57	4.26%
Top 6 Suppliers	110.58	2.37%	108.26	6.72%	85.05	3.16%
Top 7 Suppliers	105.14	2.25%	100.16	6.22%	67.69	2.52%
Top 8 Suppliers	101.50	2.17%	72.32	4.49%	43.45	1.62%
Top 9 Suppliers	35.16	0.75%	10.45	0.65%	37.60	1.40%
Top 10 Suppliers	35.00	0.75%	9.45	0.59%	28.17	1.05%
Total of Suppliers	4,324.26	92.60%	1,565.21	97.14%	2,525.90	93.98%

11. Status of any publicly announced new products or business segments:

Please refer to the chapter titled "Business Overview" beginning on page 136 of this Red Herring Prospectus for new products or business segments.