Phoenix Overseas Ltd Management Discussions

Indian Economic Overview

Indias agricultural sector has demonstrated remarkable resilience in recent years, marked by consistent growth rates. This stability can be largely attributed to various government initiatives to enhance productivity, promote crop diversification, and increase farmers income. A crucial factor influencing agricultural performance is the impact of weather conditions. Climate variability can present significant challenges; however, farmers with diverse income streams are better positioned to navigate these uncertainties. Allied activities such as animal husbandry, fisheries or agroforestry, can enable the farmers to mitigate the risks effectively. Various government initiatives are specifically designed to address these challenges. India is projected to remain the fastest-growing large economy for 2025 and 2026, reaffirming its dominance in the global economic landscape. The countrys economy is expected to expand by 6.2 per cent in 2025 and 6.3 per cent in 2026, outpacing many of its global counterparts. In contrast, the IMF projects global economic growth to be much lower, at 2.8 per cent in 2025 and 3.0 per cent in 2026, highlighting Indias exceptional outperformance.

Indian Agricultural Sector Overview

India is one of the major players in the agriculture sector worldwide and it is the primary source of livelihood for ~55% of Indias population. India has the worlds largest cattle herd (buffaloes), the largest area planted for wheat, rice, and cotton, and is the largest producer of milk, pulses, and spices in the world. It is the second-largest producer of fruit, vegetables, tea, farmed fish, cotton, sugarcane, wheat, rice, cotton, and sugar. The agriculture sector in India holds the record for second-largest agricultural land in the world generating employment for about half of the countrys population. Thus, farmers become an integral part of the sector to provide us with a means of sustenance. The Indian food industry is poised for huge growth, increasing its contribution to world food trade every year due to its immense potential for value addition, particularly within the food processing industry. The Indian food processing industry accounts for 32% of the countrys total food market, one of the largest industries in India and is ranked fifth in terms of production, consumption, export and expected growth

Highlights of the Union Budget 2024-25 for the agricultural sector:

Allocation of1.52 lakh crore for agriculture and allied sectors. New 109 high-yielding and climate-resilient varieties of 32 field and horticulture crops to be released for cultivation by farmers. 1 crore farmers across the country to be initiated into natural farming, with certification and branding in next 2 years. 10,000 need-based bio-input resource centres to be established for natural farming. Digital Public Infrastructure (DPI) for Agriculture to be implemented for coverage of farmers and their lands in 3 years. Direct financial assistance will be provided to 11.8 crore farmers under the PM-KISAN scheme.

In view of the above mentioned, agriculture output is expected to remain robust and the sector is likely to continue on a growth path. The government might provide subsidies for essential agricultural inputs like feed ingredients (e.g., corn, soybeans). Lower costs for these raw materials can help reduce production costs. Financial support for farmers can increase the purchasing power of livestock farmers, leading to higher demand for quality animal feed. Indias Total Exports Grow by 6.01% to Reach Record $824.9 Billion in 2024 25, Up from $778.1 Billion in 2023 24 RBI Report. Indias total exports have touched an all-time high of US$824.9 billion in the financial year 2024 25, as per the latest data released by the Reserve Bank of India on services trade for March 2025. This marks a growth of 6.01% over the previous years export figure of US$778.1 billion, setting a new milestone in the countrys trade trajectory.

Services exports continued to drive the growth momentum, reaching a historic high of US$387.5 billion in 2024 25, up 13.6% from US$341.1 billion in the previous year. For March 2025, services exports stood at US$35.6 billion, reflecting a year-on-year growth of 18.6% compared to US$30.0 billion in March 2024.

Operations

Our Company was originally incorporated as a private limited company under the Companies Act, 1956 in the name and style of “Phoenix Commodity Export Private Limited” Phoenix Overseas Limited is recognized as Three Star Export house by the Ministry of Commerce and Industry, Govt. of India on October 01, 2023 and this recognition is valid for a period of 5 (Five) years. The group has always believed strongly in the concept of collaborative growth which leads to a business conglomerate dealing in various sectors, which include export of agricultural produce and commodities, manufacturing/exporting jute bags purses, wallets, belts, and maintaining a multipurpose cold storage, with potato cold store. With the commitment to provide quality and competitive pricing, the group is constantly moving up the import export ladder of the global market.

Our Company is promoted by Aparesh Nandi, Jayanta Kumar Ghosh and Uday Narayan Singh. They are the guiding force behind the growth of the Company and possess more than two decades of experience in the trading & export of agricultural and animal feed commodities along with other allied products. With their dedication and commitment along with support of our key management personnel and dedicated employee base, our Company has shown a positive trend in our business operations. We believe that our market position has been achieved by adherence to the vision of our Promoters and senior management and their experience. We value our customers and aim to exceed customer expectations by fulfilling valuable commitments. Our customer-oriented approach and cordial relations with them are the key strengths of our company. We aim to provide cost effective solutions available while adhering to the quality standards of the services. We strive to establish relationships with clients and collaborate with them to drill down on the best solutions.

Our Company is engaged into trading and marketing of animal feeds and agricultural produce and commodities such as corn, oil cakes, spices like dry red chilies, coriander, cumin seeds, food grains like rice, wheat, corn, sorghum and tea, pulses and agricultural feed like soya bean meal and rice bran de-oiled cake. We have been engaged in import lentils, black urad dal and tur dal in India in bulk quantities. Our major exports are to Bangladesh among other Asian Countries. We are B2B traders, dealing majorly in corn / maize and oil cakes. We maintain stocks and distribute them to different institutional parties like manufacturers, exporters, etc. in bulk quantities. Our Company has developed business strategy to switch over exports/imports from one commodity to another with change in demand or inconsistency in pricing for any commodity during any season. Our Company is also engaged in manufacturing of bags for men and women made of jute, cotton, canvas, and leather as well as various other fashion accessories for buyers based in European Countries like France, Italy, Germany, UAE and also in Australia. Our companys manufacturing facility is situated at Sodhpur, Kolkata. Our Company is also engaged in manufacturing of purse and wallets along with other shopping and fashion bags for our clients. Our Company is also engaged in food preservation business after acquisition of a multipurpose cold storage as well as potato storage facility having a combined capacity of around 11,827 MT, by virtue of amalgamation of Phoenix Cold Storage Private Limited with our Company w.e.f. 01.04.2009. The division offers storage and preservation solutions for all types of food products ranging from apples, oranges, carrots, potatoes, chili, ginger, eggs, fish, ice creams, sweets. Further, Company also have a warehouse with the capacity of more than 10,000 MT for storage of corn, oil cakes and other commodities situated at Malda, near the Indo-Bangladesh Border.

A tabular presentation of revenue earned by our Company from operations and other income during the Fiscals ended 2025:

Particulars	March 31, 2025 (INR in
	Lakhs)
Revenue from operations	48,795.38
Other Income	230.75
Total Income	49,026.13

Quality Assurance

At Phoenix, we sincerely believe that quality is appreciated as an attribute of the processes engaged in creating the final product. The Quality Policy of our Company includes: Continual improvement

Reduction in rejection

Employee development through proper training. Low-cost pricing through advanced creative designing Research, development and design Standing behind our workmanship To assure our quality levels and service for our customers. We strive to identify opportunities for continuous improvement and cost reduction to be passed directly to the customer, while increasing the value of the entire business relationship. And for this, its concentrating a lot on research and development.

Increase Geographical Presence

Going forward we plan to establish our presence in the more geographical regions by exporting to new countries in the world. Our emphasis is on expanding the scale of our operations as well as growing our supply chain network, which we believe will provide attracting opportunities to grow our client base and revenues.

Improving operational efficiencies

In order to reduce costs and gain a competitive advantage over our peers, Our Company aims to improve operational efficiency. We will be addressing the increase in operational output through continuous process improvements, quality check and technology development. Our employees are regularly motivated to increase efficiency with error free exercise. We believe that this can be done through continuous process improvements. Further we believe that this can be done through domestic presence and economies of scale. We believe in strong in-house management to control the entire process. It controls costs by eliminating unnecessary intermediaries for procuring products in cost efficient manner.

Leveraging our Market skills and Relationships

This is a continuous process in our organization and the skills that we impart in our people give importance to customers.

We aim to do this by leveraging our marketing skills and relationships and further enhancing customer satisfaction. We plan to increase our customer base by meeting contracts in hand on time, maintaining our customer relationship and renewing our relationship with existing buyers.

Increasing the customer reach

In order to meet the needs of each consumer profile, we intend to segregate the market into business and influencer tiers.

Innovative and Marketing Method

Over and above the regular human reach we will be adopting innovative method through social media, groups, public meetings, meetings, seminars to address our potential customer base.

Marketing Approach

The overall marketing of our products is supervised by our Managing Director. The efficiency of the marketing network is critical for success of our Company. Our success lies in the strength of our relationship with the customers who have been associated with our Company. Our team through their vast experience and good rapport with clients owing to timely and quality delivery of service plays an instrumental role in creating and expanding a work platform for our Company. Our relationship with the clients is strong and established. To retain our customers, our team regularly interacts with them and focuses on gaining an insight into the additional needs of customers. We intend to expand our existing customer base by expanding to other geographies.

The promoters/directors/key managerial person of the company and other senior staff are well experienced in this line of activity and have built a dedicated team.

The company is well equipped to speed up the execution of orders within the time frame schedule

The company has been registered as a Star Export House with Government of India which enables it to command a better bargaining power with the importers

The Prices of Key inputs like cotton, jute, agri-products are very volatile and this may affect the Companys profitability adversely

The Company does not have a fully integrated manufacturing base for bags, and this forces the Company to depend upon other entities for fabrics.

The Company is yet to tap the demand from countries in the Middle East and South East Asian Countries, which can be easily serviced keeping in mind the past track record of the Company.

The Company is a promoter in Edible Oil Project. This would help the Company to improve its profitability.

The Company is ideally poised to procure large orders keeping in view its sound technical experience and track record.

The Company is dependent on Government policies for choosing its basket of exportable products. The uncertainty in the Government policy limits the Companys Exports.

The Company has to face the problems created by the volatility of the Indian Rupee in the international market.

The Company has to face competition from large domestic as well as Multinational Companies to secure high value orders.

Human Resources and Industrial Relations

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective. In the Fiscal Year 2024-25, we have 29 employees including our Directors, who look after our business operations, management administrative, secretarial, marketing and accounting functions in accordance with their respective designated goals.

Segment wise or product wise performance & Discussion on financial performance of the company

The company is currently engaged in three segments which are as follows:

Fashion Accessories Division - This division is engaged in the business of manufacture, export and domestic sales of jute/cotton/leather bags.

Merchant Export Division - This division is engaged in the business of export, import and domestic trade of animal feed products, fruit vegetables, chemicals. The division procures materials from third parties.

Cold Storage Division - This division provides food preservation service from its cold storage unit at Malda, West Bengal. Following is the key highlight of the performance of the company:

Particulars	Current Year	Previous Year	Increase/(Decrease) %
Fashion Accessories Segment	97.48	305.00	-68.03
Merchant Export Segment	48,734.16	54,298.73	-10.24
Cold Storage Segment	194.48	311.38	-37.54

The reduction in our export turnover during the previous period can be attributed primarily to challenges within the Bangladeshi market. At that time, our export activities were solely focused on Bangladesh, and disruptions there had a direct and significant impact on our overall performance. The lack of market diversification made our export operations particularly vulnerable to regional instability and economic fluctuations. Recognizing this limitation, we have since embarked on a strategic initiative to broaden our international footprint and reduce dependence on a single market. As part of this effort, we are actively working to expand our export division by exploring and entering new geographic territories. One of our initial steps has been to establish a presence in Vietnam, a rapidly developing economy with increasing demand for our products. In addition, we have begun experimenting with exports to several nations within the Gulf Cooperation Council (GCC), including Saudi Arabia, where we see promising opportunities for long-term growth. These developments are part of our broader export diversification strategy aimed at enhancing resilience, tapping into new customer bases, and driving sustainable growth across multiple international markets.

The increase in potato prices this fiscal year significantly impacted the cold storage division, particularly in regions like Malda, which is known as a major potato hub. As the price of potatoes surged, stockists faced difficulties in forecasting the market trends, especially regarding the fluctuation in the commodities trade. This created a domino effect on the cold storage industry, which relies on the consistent storage of bulk goods, including potatoes. When potato prices rise unpredictably, stockists and farmers become hesitant to store their produce for extended periods, as they fear they might not secure a good price when they eventually sell. In the case of Malda, where potatoes make up a large portion of the cold storage business, this uncertainty led to a decrease in the volume of potatoes being stored.

As a result, the cold storage facilities saw a reduction in business, directly affecting their rental income, which is largely derived from renting out space to stockists and traders for long-term storage.

The decline in turnover from the last year was primarily driven by significant instability in the global market, particularly within the bags segment. Volatile demand, shifting consumer trends, and supply chain disruptions contributed to a challenging business environment, making it difficult to secure consistent orders and maintain previous levels of performance. In response to these challenges, senior executives from our fashion division have taken proactive steps to revitalize and stabilize the business. They have actively engaged with a wide network of experienced merchandisers who possess strong connections with international buyers and retailers. These merchandisers will play a crucial role by placing orders on our behalf, effectively acting as intermediaries to help us tap into new customer bases and secure more reliable streams of demand.

This strategic partnership model not only enhances our market reach but also strengthens our ability to build sustainable and mutually beneficial business relationships across the global market. Through these efforts, we are aiming to create a more resilient order pipeline and reduce our exposure to market volatility. While it may take some time for the full impact of these initiatives to materialize, we are optimistic that they will yield positive outcomes in the coming fiscal years, positioning the fashion Division for renewed growth and long-term success.

Moreover, these initiatives are designed to create a more resilient and diversified order pipeline, thereby reducing our vulnerability to market fluctuations and economic uncertainties. While we acknowledge that the full benefits of these efforts may take time to materialize, we remain confident in their potential to drive meaningful progress.

Looking ahead, we are optimistic that these strategic actions will yield tangible outcomes in the coming fiscal years supporting the Fashion Divisions trajectory toward renewed momentum, sustainable growth, and enduring success in an increasingly dynamic and competitive global marketplace.

Details of significant changes in key financial ratios and Return on Net worth, details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in Key Financial Ratios and any changes in Return on Net Worth of the Company (on standalone basis) including explanations therefore are given below :

Particulars	Numerator Item	Denominator Item	Ratio- Current Year	Ratio- Previous Year	Variance %	Remarks
Current Ratio	Current Assets	Current Liabilities	1.77	1.25	41.49%	Improvement in Net worth Resulted in improvement of the Ratio.
Debt-Equity Ratio	Total debt	Equity	0.54	0.61	-12.04%	NA
Debt Service Coverage Ratio	Profit before Interest, Depreciation, Tax and Exceptional Items	Interest + Short Term Debt	2.41	1.80	33.71%	Reduction in Interest outflow and debt obligation resulted in improvement.
Return on Equity Ratio(%age)	Net Profit after tax	Equity	7.05%	11.19%	-36.98%	Increase in Equity resulted in reduction of the ratio.
Inventory turnover ratio,	Turnover	(Op. inventory +Cl. inventory)/2	14.53	14.94	-2.71%	NA
Trade Receivables turnover ratio	Revenue from Operation + Other Operation Income	(Op. trade receivable + Cl. trade receivable )/2	15.93	13.99	13.86%	NA
Trade payables turnover ratio	Total Purchases	(Op. trade payable +Cl. trade payable)/2	13.44	8.45	59.02%	Reduction in Trade Payables resulted in increase of the ratio.
Net capital turnover ratio	Revenue From Operation + Other Operating Income	Net worth	6.27	11.39	-44.99%	Improvement in Net worth Resulted in change of the Ratio.
Net profit ratio (%age)	Net Profit After Tax before Exceptional Items	(Revenue From Operation + Other Operating Income	1.13%	0.98%	14.56%	NA
Return on Capital employed (%age)	Profit before Interest, tax	Share capital +reserve +long term borrowing	14.22%	24.54%	-42.08%	Improvement in Net worth Resulted in change of the Ratio.
Return on investment (%age)	Net return on investment	Cost of investment	7.05%	11.19%	-36.98%	Increase in Equity resulted in reduction of the ratio.

Cautionary Statement

Statements in this Management Discussion and Analysis report detailing the Companys objectives, projections, estimates, expectations or predictions 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 the Companys operations include global and Indian demand supply conditions, raw material prices, finished goods prices, cyclical demand and pricing in the Companys products and their principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries with which the Company conducts business and other factors such as litigation and / or other negotiations.