PNGS Reva Diamond Jewellery Limited Management Discussions

The following discussion of our financial condition and results of operations should be read in conjunction with our Restated Financial Information on page 313.

Our Companys financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references to a particular fiscal year, are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the context otherwise requires, the financial information for the Fiscals 2025, 2024, and 2023, included herein is based on or derived from our Restated Financial Information included in this Draft Red Herring Prospectus. For details, please see "Restated Financial Information" beginning on page 313. The Restated Financial Information is based on our audited financial statements and is restated in accordance with the Companies Act, 2013, and the SEBI ICDR Regulations. Our audited financial statements are prepared in accordance with Indian Accounting Standards, which differs in certain material respects with IFRS and U.S. GAAP. For details, see "Risk Factors - Significant differences exist between Ind AS used to prepare our financial information and other accounting principles, such as US GAAP and IFRS, which may affect investors assessments of our Companys financial condition" on page 64.

Unless otherwise indicated, industry and market data used in this section has been derived from the report titled "Industry Research Report on Gems & Jewellery Industry in India" dated June 10, 2025 (the "CARE Report"), prepared and issued by CARE Analytics and Advisory Private Limited ("CareEdge Research"), which was exclusively commissioned and paid for by our Company for the Issue, and was prepared and released by CareEdge Research, who were appointed by us pursuant to the engagement letter dated April 23, 2025. CareEdge Research is not, and has not in the past, been engaged or interested in the formation, or promotion, or management, of our Company. Further, it is an independent agency and neither our Company, nor our Directors, Promoters, KMPs, SMPs, nor the BRLM are a related party to CareEdge Research as per the definition of "related party" under the Companies Act, 2013. The data included herein includes excerpts from the Industry

Report which may have been re-ordered by us for the purposes of presentation. Further, the CARE Report was prepared on the basis of information as of specific dates and opinions in the CARE Report may be based on estimates, projections, forecasts and assumptions that may be as of such dates. CareEdge Research has prepared this study in an independent and objective manner, and it has taken all reasonable care to ensure its accuracy and completeness. A copy of the Industry Report will be available on the website of our Company www.revabypng.com/initial-public-offer. Further, the CARE Report is not a recommendation to invest or disinvest in any company covered in the CARE Report. Prospective investors are advised not to unduly rely on the CARE

Report. For more information and risks in relation to commissioned reports, please see "Risk Factors - Certain sections of this Draft Red Herring Prospectus contain information from the CARE Report which we commissioned and purchased, and any reliance on such information for making an investment decision in the Issue is subject to inherent risks" on page 61. Also see, "Certain Conventions, Presentation of Financial, Industry and Market Data Industry and Market Data" on page 18.

This Draft Red Herring Prospectus also contains certain forward-looking statements that involve risks, assumptions, estimates and uncertainties. Our actual results could differ from those anticipated in these forward- looking statements as a result of certain factors, including the considerations described below and elsewhere in this Draft Red Herring Prospectus. For details, see "Forward-Looking Statements" on page 21. For details relating to the defined terms in the section, please see "Definitions and Abbreviations" beginning on page 3.

On January 31, 2025, PNGS Reva Diamond Jewellery Limited ("Transferee") and P.N. Gadgil & Sons Limited

("Transferor") entered into a Business Transfer Agreement (BTA) under which the Transferor agreed to transfer the operations relating to diamond business on slump sale basis to the Transferee. Since, PNGS Reva Diamond Jewellery Limited and P.N. Gadgil & Sons Limited were under common control considering the contractual arrangement between the common shareholders of the Transferor and Transferee who collectively have power to govern the financial and operating policies so as to obtain benefits from the activities for these entities and the ultimate collective power is not transitory. Accordingly, applying Appendix C of Ind AS 103 - Business Combinations, this financial statement includes financial information relating to diamond business, as if the business combination had occurred from April 01, 2022, irrespective of the actual date of the business combination.

Overview

We are a retail focused jewellery brand involved in the business of sale of a wide range of jewellery made using diamond and precious and semi-precious stones which are studded into precious metals such as gold and platinum.

We also retail plain platinum jewellery including rings, bracelets and chains. Our products are sold under our flagship brand, "Reva". The Reva brand aims to blend traditional elegance with modern aesthetics, offering customizable diamond jewellery that appeals to a broad customer base (Source: CARE Report).

Our Corporate Promoter, P.N. Gadgil & Sons Limited was originally involved in the business of gold jewellery, silver jewellery, idols and other silverware, diamonds and diamond jewellery and other gemstones jewellery and related gift items. Pursuant to a business transfer agreement dated January 31, 2025, our Corporate Promoter, P.N. Gadgil & Sons Limited undertook a strategic move with a disinvestment via a slump sale of their diamond business in favour of our Company ("Business Transfer Agreement"). This restructuring led to the establishment of our Company as an independent business entity, allowing us to carve out our distinct identity in the market while continuing to operate in the diamond jewellery industry. Pursuant to the Business Transfer Agreement, our Company stands as a separate player in the diamond jewellery segment, committed to offering high-quality jewellery pieces made using diamond and precious and semi-precious stones which are studded in precious metals such as gold and platinum. Our flagship brand "Reva" continues to uphold the legacy of more than190 years of our Corporate Promoter, P.N Gadgil & Sons Limited (Source: CARE Report). For further details on the Business Transfer Agreement, see "History and Certain Corporate Matters" on page 290.

With the diamond jewellery sector in India seeing a robust growth in recent years, particularly among consumers looking for luxury and exclusivity, diamonds are a popular choice for special occasions, particularly weddings, and are often seen as a symbol of sophistication. This segment is supported by a strong retail presence and branding efforts from both domestic and international jewellers. Innovations in diamond cutting and bespoke design options have further driven interest, making diamond jewellery a staple in modern Indian collections. (Source: CARE Report).

The operations of our Company are carried on pursuant to the Franchisee Agreement dated February 1, 2025, which lays out a commercial arrangement for our Company to use the selling infrastructure and overall logistics set up by our Corporate Promoter, P.N. Gadgil & Sons Limited. Pursuant to the Franchisee Agreement, the retail space, logistics, electricity, furniture, security and billing software used by our Company for its business operations has been provided by our Corporate Promoter, P.N. Gadgil & Sons Limited. For further details on the Franchisee Agreement, see "History and Certain Corporate Matters" on page 290.

For details in relation to our business overview, competitive strengths, business strategies and business operations, please see "Our Business" beginning on page 268.

Significant Factors Affecting Our Results of Operations and Financial Condition

Our business, prospects, results of operations and financial conditions are affected by a number of factors, and uncertainties, including the following:

The results of our operations and our financial conditions are affected by numerous factors and uncertainties, many of which may be beyond our control, including as discussed in "Our Business" and "Risk Factors", beginning on pages 268 and 39. Set forth below is a discussion of certain factors that we believe may be expected to have a significant effect on our financial condition and results of operations:

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.

The global gold jewellery market is likely to grow due to increasing consumer disposable income and the appeal of gold as a long-term investment. Gold is considered a haven, and most investors turn to gold during market turmoil for safe investment. Between CY20 to CY24, the global gems and jewellery market rebounded, achieving a Compound Annual Growth Rate (CAGR) of 6%. In CY24, around 3,700 tons of gold is mined globally, around 1400 tons of gold is recycled, and around 5,000 tons of gold is consumed for various purposes like jewellery fabrication, technology, investments, etc. Around 58% of the total gold demand comes from China and India.

China is the largest country producing gold in the world, accounting for around 10% of total CY23 gold production. Africa, which includes various other countries, produces around 28%, whereas Asia produces 18% of the total newly mined gold. Central and South America produce around 15%, North America produces around 13%, and Australia and Russia produce around 8% of the total newly mined gold. In CY24, the global gems and jewellery industry was valued at around USD 243 billion, and there was a stagnant CAGR of 1.3% during CY19 to CY24. This is due to economic uncertainties, pandemic-related disruptions, and shifting consumer preferences toward essential spending. There has been a slight slowdown in CY23 compared to CY22 due to the economic slowdown caused by geopolitical tensions and regional conflicts. However, the gems and jewellery market is expected to reach USD 308 billion by CY29, driven by economic recovery, rising disposable incomes in emerging economies, and increased demand for innovative and ethically sourced jewellery options. In CY24, the total demand for gold by global consumers was 4,606 tonnes, compared to 4,508 tonnes in CY23. For Q1CY25, the gold demand reduced from 3,454 tonnes to 4,464 tonnes. The majority share of global gold demand consists of gold jewellery, which is 44% for CY24 and around 49% for Q1CY25, followed by bars and coins, which account for 26% of total gold demand for CY24 and 27% in Q1CY25. The global gold jewellery demand remained more or less stable for CY24; however, for Q1CY25, it showed a 22% y-o[1]y decline as compared to Q1CY24. One of the main reasons was the rally in gold prices, which curtailed the overall demand. The gold prices reached an all-time high of USD 3,208 per troy ounce in April 2025. (Source: CARE Report)

Expansion of our showroom network

Our ability to continue our growth across geographies depends upon the strength of our brand, product offerings and unit economics. Our ability to effectively execute our expansion strategy further depends on our ability to open new showrooms successfully. As of March 31, 2025, we operated 33 Stores under the ‘PNGS Reva brand located across 25 cities with an aggregate area of approximately 599.15 running feet.

We may require significant financial resources in connection with the leasing of property for our new Company store.

Additionally, as the success of any retail business is significantly dependent upon identifying the best possible locations for showrooms at a competitive cost, we have a team that is responsible for finding locations to lease for the purposes of opening new showroom. We must compete with other retailers to lock in locations for new showrooms. We cannot assure you that we will be able to expand and grow at the rate at which we plan to, as we may not be able to find suitable properties for new stores at prices that are viable for our business. If we are unable to lease the locations at the time, place and cost that we desire, the same may have a material adverse impact on our growth prospects.

We are currently present in most parts of Maharashtra and intend to deepen our penetration in in tier-1 and tier-2 cities in Maharashtra as well as selective metro cities across India, where there could be potential for further expansion due to the demand of jewellery in the region. We intend to leverage the experience of our operations and expertise in developing the branded jewellery market in Maharashtra to grow our network in existing and newer geographies. Accordingly, we intend to focus our expansion effects in markets where we determine there is an increasing demand for our products, and where we can leverage our existing presence to expand our market share. More generally, our growth and profitability depend on the level of consumer confidence and spending in regions where we operate.

Availability and cost of gold and other raw materials

Timely procurement of materials such as gold bullion, diamonds, precious and semi-precious stones and metals as well as the quality and the price at which they are procured play an important role in the successful operation of our business.

Competition

We operate in a highly competitive and fragmented market, and face competition from both organised and unorganised companies in the Indian jewellery industry. Our main competitors are other organised jewellery retailers including Bluestone Jewellery and Lifestyle Private Limited, Caratlane Trading Private Limited, Orra Fine Jewellery Private Limited, Senco Gold Limited, and Thangamayil Jewellery Limited as well as local jewellers and craftsmen, most of whom are from the unorganised sector. (Source: CARE Report).

Seasonality

Seasonality in jewellery buying is a key factor that influences demand heterogeneity in India. Weddings, festivals, and harvests in rural regions are the main drivers of the category, and the seasonal nature of each of these drivers assures that demand for jewellery is tied to the different months and seasons. Our sales have historically exhibited certain seasonal fluctuations, reflecting higher sales volumes and profit margins during festivals and other occasions such as Akshay Tritaya, Dhanteras, Diwali. Historically, sales in the third quarter and fourth quarter have typically been higher than the first quarter and second quarter of the fiscal year. We stock certain inventory to account for this seasonality, while our fixed costs such as lease rentals, employee salaries, showroom operating costs and logistics-related expenses, which form a significant portion of operating costs, are relatively constant throughout the year.

Consequently, lower than expected net sales during any third or fourth quarters or more pronounced seasonal variations in sales in the future could have a disproportionate impact on our operating results for the year or could strain our resources and impair cash flows. Any slowdown in demand for our jewellery during peak season or failure by us to accurately foresee and prepare for such seasonal fluctuations could have a material adverse effect on our business, financial condition and results of operations. The effect of seasonality is expected to further decrease with greater geographical diversification.

Statement of Significant Accounting Policies

For details in relation to Significant Accounting Policies, see " Annexure V Material Accounting Policies Restated Financial Information" on page 313.

Principal Component of Statement of Profit and Loss

Particulars	Fiscal 2025		Fiscal 2024		Fiscal 2023
	Amount ( million)	% of total income (in %)	Amount ( million)	% of total income	Amount ( million)	% of total income
Revenue from	2,581.83	99.64%	1,956.34	99.69%	1,988.48	99.75%
Operations
Other Income	9.23	0.36%	6.02	0.31%	4.99	0.25%
Total Income	2,591.06	100%	1,962.36	100.00%	1,993.47	100%
Total expenses	1,798.96	69.43%	1,395.60	71.12%	1,301.69	65.30%
Profit/(loss) before tax	792.10	30.57 %	566.76	28.88%	691.78	34.70%

Income

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

Revenue from Operations

Our revenue from operations revenue from sale of ornaments which includes diamond studded jewellery including precious stones.

Other Income

Our other income primarily consists of interest income on fixed deposits, interest income on treasury bills, dividend income, net gain on sale of investments, profit on sale of investment property and other income.

Expenses

Our expenses consist of (i) purchases of stock in trade, (ii) changes in inventories of finished goods, (iii) employee benefits expense, (iv) finance costs, (v) depreciation and amortization expenses, and (vi) other expenses.

Employee benefits expenses

Our employee benefits expenses consist of salaries, wages, bonus, contribution to the provident fund and other funds, gratuity expenses, leave encashments, and staff welfare expenses.

Finance Costs:

Our finance costs consist of interest on working capital demand loan and bank overdraft, bank charges, interest on lease liability, and loan processing fees.

Depreciation and Amortization Expenses

Our depreciation and amortization expenses include depreciation on property, plant and equipment, depreciation on investment property, depreciation on right-of-use assets, and amortization of intangible assets.

Summary Results of Operations

The following table sets forth financial data from our statement of profit and loss for the Fiscal 2023, 2024 and 2025, the components of which are also expressed as a percentage of total revenue for such periods:

( in millions, unless otherwise stated)

Particulars	Fiscal 2025		Fiscal 2024		Fiscal 2023
	Amount ( million)	% of total income (in %)	Amount ( million)	% of total income	Amount ( million)	% of total income
Income:
Revenue from	2,581.83	99.64%	1,956.34	99.69%	1,988.48	99.75%
Operations
Other Income	9.23	0.36%	6.02	0.31%	4.99	0.25%
Total Income	2,591.06	100%	1,962.36	100.00%	1,993.47	100%
Expenses:
Purchases of stock-in- trade	1,971.41	76.09%	1,663.63	84.78%	1,392.64	69.86%
Changes in inventories of finished goods	(304.58)	(11.76)%	(340.59)	(17.36)%	(158.93)	(7.97)%
Employee benefits expense	37.60	1.45%	25.54	1.30%	21.73	1.09%
Finance costs	12.91	0.50%	0.55	0.03%	0.42	0.02%
Depreciation and	0.33	0.01%	0.10	0.00%	0.10	0.00%
amortisation expenses
Other expenses	81.29	3.14%	46.37	2.36%	45.73	2.29%
Total expenses	1,798.96	69.43%	1,395.60	71.12%	1,301.69	65.30%
Profit/(loss) before tax	792.10	30.57 %	566.76	28.88%	691.78	34.70%
Income Tax Expense
Current Tax	198.82	7.67%	142.79	7.28%	174.43	8.75%
Deferred Tax	(1.46)	(0.06) %	(0.17)	(0.01)%	(0.12)	(0.01)%
Total income tax expense	197.36	7.62%	142.62	7.27%	174.31	8.74%
Profit for the year	594.74	22.95%	424.14	21.61%	517.47	25.96%
Other Comprehensive
Income
Items that will not be
Reclassified to Profit or Loss:
Remeasurements of post-employment defined benefits plan	4.51	0.17%	(0.14)	(0.01)%	0.05	0.00%
Income Tax Relating to items that will not be reclassified as profit or loss	(1.14)	(0.04) %	0.04	0.00%	(0.01)	0.00%
Total other Comprehensive Income for the year, (net of tax)	3.37	0.13%	(0.10)	(0.01)%	0.04	0.00%
Total Comprehensive Income for the year Earning per equity	598.11	23.08%	424.04	21.61%	517.51	25.96%

 

Particulars	Fiscal 2025		Fiscal 2024		Fiscal 2023
	Amount ( million)	% of total income (in %)	Amount ( million)	% of total income	Amount ( million)	% of total income
share (Face value of
INR 10 each)
Basic (In INR)	35.21	-	-	-	-	-
Diluted (In INR)	35.21	-	-	-	-	-

Fiscal 2025 compared to Fiscal 2024

( in million, except percentages)

Particulars	Fiscal 2025	Fiscal 2024	Change (%)
Income:
Revenue from Operations	2,581.83	1,956.34	31.97%
Other Income	9.23	6.02	53.29%
Total Income	2,591.06	1,962.36	32.04%
Expenses:
Purchases of stock-in-trade	1,971.41	1,663.63	18.50%
Changes in inventories of finished goods	(304.58)	(340.59)	(10.57)%
Employee benefits expense	37.60	25.54	47.25%
Finance costs	12.91	0.55	2252.10%
Depreciation and amortisation expenses	0.33	0.10	244.76%
Other expenses	81.29	46.37	75.29%
Total expenses	1,798.96	1,395.60	28.90%
Profit/(loss) before tax	792.10	566.76	39.76%
Income Tax Expense:
Current Tax	198.82	142.79	39.24%
Deferred Tax	(1.46)	(0.17)	767.76%
Total income tax expense	197.36	142.62	38.38%
Profit for the year	594.74	424.14	40.22%
Other Comprehensive Income
Items that will not be Reclassified to Profit or Loss:
Remeasurements of post employment defined benefits plan	4.51	(0.14)	(3,296.95) %
Income Tax Relating to items that will not be reclassified as profit or loss	(1.14)	0.04	(3,296.95) %
Total other Comprehensive Income for the year, (net of tax)	3.37	(0.10)	(3,450.87)%
Total Comprehensive Income for the year	598.11	424.04	41.05%
Earning per equity share (Face value of INR 10 each)
Basic (In INR)	35.21	-	-
Diluted (In INR)	35.21	-	-

Total Income

Our total income increased by 32.04% from 1,962.36 million for Fiscal 2024 to 2,591.06 million for Fiscal 2025 primarily due to a 31.97% increase in revenue from other operations and a 53.29% increase from other income.

Revenue from Operations

Our revenue from operations increased by 31.97% to 2,581.83 million for Fiscal 2025 from 1,956.34 million for Fiscal 2024. This increase can be primarily attributed to an increase in the sale of the diamond studded jewellery which includes precious stones, domestically. There has been no export of sale of products in Fiscal 2024.

Other income

Our other income increased to 9.23 million for Fiscal 2025 from 6.02 million for Fiscal 2024, primarily due to (i) increase in other income by 240.07% to 0.89 million in Fiscal 2025 from 0.26 million other income in Fiscal

2024 and the profit of 4.71 million received on the sale of investments in Fiscal 2025. This increase was partially offset by the decrease in (i) interest income on fixed deposits by 17.85% from 3.26 million in Fiscal 2025 to 3.97 million in Fiscal 2024, (ii) dividend income by 29.92% to 0.37 million in Fiscal 2025 from 0.53 million in Fiscal 2024.

Expenses

Purchases of Stock-in-trade: Our purchases of stock-in-trade saw an increase by 18.50% from 1,663.63 million in Fiscal 2024 to 1971.41 million in Fiscal 2025 due to Increase in SIS stores from 30 to 33 locations and increase in demand resulting in increased revenue from operations.

Changes in inventories of finished goods. Our inventories of finished goods increased by 20.45% to 1,794.17 million for Fiscal 2025 from 1,489.59 million for Fiscal 2024. The increase in changes in inventories of finished goods, was due to the increase in our existing Stores from 30 to 33 locations and increase in demand resulting in increased revenue from operations.

Employee benefit expense. Employee benefit expense increased by 47.25% to 37.60 million for Fiscal 2025 from 25.54 million for Fiscal 2024, which was primarily due to increase in number of employees in line with business growth and increase in incentive payments which are based on Turnover. Our salaries, wages and bonus increased by 28.39% to 28.35 million for Fiscal 2025 from 22.09 million for Fiscal 2024, contribution to provident funds and other funds, increased by 11.56% from 1.25 million in Fiscal 2024 to 1.39 million in Fiscal 2025, gratuity expense increased by 685.08% from 0.67 million in Fiscal 2024 to 5.26 million in Fiscal 2025, increase in leave encashment to 0.09 million in Fiscal 2025 and staff welfare expenses increased by 63.93% to 2.51 million for Fiscal 2025 from 1.53 million for Fiscal 2024. We had 59 and 53 employees on the roll as of March 31, 2025, and March 31, 2024, respectively. Accordingly, as our revenue from sales of services increases, our employee benefit expense increases concurrently. As a percentage of total income, our employee benefit expenses increased marginally to 1.45% for Fiscal 2025 from 1.30% in Fiscal 2024.

Finance costs. Our finance costs increased by 2,252.10% to 12.91 million for Fiscal 2025 from 0.55 million for Fiscal 2024, primarily due to increase in interest on working capital demand loan by 9.63 million, increase in lease liability by 0.04 million and loan processing fees by 2.90 million. This increase was partially offset by the decrease in interest on Bank Overdraft by 0.17 million and bank charges by 0.04 million.

Depreciation and amortisation expense. Our depreciation and amortisation expense increased by 244.76% to

0.33 million for Fiscal 2025 from 0.10 million for Fiscal 2024, due the depreciation on property, plant and equipment of 0.10 million, depreciation on right-of-use assets of 0.15 million and amortization of intangible assets of 0.01 million in Fiscal 2025. This increase was partially offset by decrease in depreciation on investment property by 28.22% from 0.10 million in Fiscal 2024 to 0.07 million in Fiscal 2025. See "Restated Financial Information Notes to Restated Financial Information Note 3 Property, Plant and Equipment" on page 313.

Other expenses. Our other expenses increased by 75.29% to 81.29 million for Fiscal 2025 from 46.37 million for Fiscal 2024, primarily due to (i) a 0.07% increase in advertisement expenses to 13.02 million for Fiscal 2025 from 13.01 million for Fiscal 2024, (ii) a 129.16% increase in legal and professional fees to 4.17 million for Fiscal 2025 from 1.82 million for Fiscal 2024, mainly on account of an Companys share of stamp duty paid for Business Transfer Agreement and other related legal fees, (iii) a 38.25% increase in credit card commission expenses to 5.77 million for Fiscal 2025 from 4.17 million for Fiscal 2024 due to increase in sales volume and usage of credit cards / digital channels for payments by customers, and (iv) a 120.00% increase in payment to the auditors to 0.55 million for Fiscal 2025 from 0.25 million for Fiscal 2024 on account of applicability of Tax audit and other allied charges, and (v) a increase in 21.72% in miscellaneous expenses to 3.01 million in Fiscal 2025 from 2.47 million in Fiscal 2024. This increase in expenses was partially off-set by decrease in (i) utility charges by 2.28% to 7.67 million in Fiscal 2025 from 7.85 million in Fiscal 2024, (ii) repairs and maintenance charges by 7.85% from 7.52 million in Fiscal 2024 to 6.93 million in Fiscal 2025, (iii) sales promotion by 9.40% to 1.19 million in Fiscal 2025 from 1.31 million in Fiscal 2024, (iv) travelling and conveyance by 9.80% to 0.74 million in Fiscal 2025 from 0.82 million in Fiscal 2024, (v) freight charges by 38.20% to 0.66 million in Fiscal 2025 from 1.07 million in Fiscal 2024.

Profit before tax. As a result of the foregoing, our profit before tax increased by 39.76 % to 792.10 million for Fiscal 2025 from 566.76 million for Fiscal 2024.

Tax expense. Our current tax saw an increase of 39.24% to 198.82 million in Fiscal 2025 from 142.79 million in Fiscal 2024, primarily due to increase in turnover which resulted in higher profits and consequential higher tax and the deferred tax expenses saw an increase of 767.76% from (0.17) million in Fiscal 2024 to (1.46) million in Fiscal 2025 primarily due to increase in temporary differences in depreciation and provisions.

Profit for the year. As a result of the foregoing, our profit for the year increased by 40.22% to 594.74 million for Fiscal 2025 from 424.14 million for Fiscal 2024.

Other comprehensive income for the year. We had other comprehensive income due to remeasurements of post-employment defined benefits plan of 4.51 million in Fiscal 2025 from (0.14) million in Fiscal 2024 and income tax relating to the foregoing of (1.14) million in Fiscal 2025 from 0.04 million in Fiscal 2024.

Total comprehensive income for the year. As a result of the foregoing, our total comprehensive income for the year increased by 41.05 % to 598.11 million for Fiscal 2025 from 424.04 million for Fiscal 2024.

Fiscal 2024 compared to Fiscal 2023

( in million, except percentages)

Particulars	Fiscal 2024	Fiscal 2023	Change (%)
Income:
Revenue from Operations	1,956.34	1,988.48	(1.62)%
Other Income	6.02	4.99	20.57%
Total Income	1,962.36	1,993.47	(1.56)%
Expenses:
Purchases of stock-in-trade	1,663.63	1,392.64	19.46%
Changes in inventories of finished goods	(340.59)	(158.93)	114.30%
Employee benefits expense	25.54	21.72	17.53%
Finance costs	0.55	0.42	29.70%
Depreciation and amortisation expenses	0.10	0.10	0.00%
Other expenses	46.37	45.73	1.41%
Total expenses	1,395.59	1,301.69	7.21%
Profit/(loss) before tax	566.76	691.78	(18.07)%
Income Tax Expense:
Current Tax	142.79	174.43	(18.14)%
Deferred Tax	(0.17)	(0.12)	39.77%
Total income tax expense	142.62	174.31	(18.18)%
Profit for the year	424.14	517.47	(18.04)%
Other Comprehensive Income
Items that will not be Reclassified to Profit or Loss:
Remeasurements of post employment defined benefits plan	(0.14)	0.05	(366.23)%
Income Tax Relating to items that will not be reclassified as profit or loss	0.04	(0.01)	(366.23)%
Total other Comprehensive Income for the year, (net of tax)	(0.10)	0.04	(353.62)%
Total Comprehensive Income for the year	424.04	517.51	(18.06)%
Earning per equity share (Face value of INR 10 each)
Basic (In INR) -			-
Diluted (In INR) -			-

Total Income

Our total income decreased by 1.56% to 1,962.36 million for Fiscal 2024 from 1,993.47 million for Fiscal 2023, primarily due to a 1.62% decrease in revenue from operations.

Revenue from Operations

Our revenue from operations decreased by 1.62% to 1,956.34 million for Fiscal 2024 from 1,988.48 million for

Fiscal 2023. This decrease can be primarily attributed to the decrease in sale of diamond studded jewellery including precious stones.

Other income

Our other income increased to 6.02 million for Fiscal 2024 from 4.99 million for Fiscal 2023, primarily due to (i) increase in interest income on fixed deposits by a 0.92% from 3.93 million in Fiscal 2023 to 3.97 million in Fiscal 2024, (ii) increase in net gain on sale of investments by 85.09% from 0.50 million in Fiscal 2023 to 0.93 million in Fiscal 2024, (iii) increase in other income by 109.91% from 0.12 million in Fiscal 2023 to 0.26 million in Fiscal 2024.

Expenses

Purchases of stock-in-trade. Our purchases of stock-in-trade increased by 19.46% to 1,663.63 million in Fiscal 2024 from 1,392.64 million in Fiscal 2023 due to increased customer demand, inventory requirements and increase in price of inventory.

Changes in inventories of finished goods. Our inventories of finished goods increased to 1,489.59 million for Fiscal 2024 from 1,149 million for Fiscal 2023. The increase in changes in inventories of finished goods, was due to the increase in our customer demand, inventory requirements and price of inventory.

Employee benefit expense. Employee benefit expense increased by 17.53% to 25.54 million for Fiscal 2024 from 21.73 million for Fiscal 2023, which was primarily due to:

Our salaries, wages and bonus increased by 17.50% to 22.09 million for Fiscal 2024 from 18.80 million for Fiscal 2023;

contribution to provident funds and other funds increased by 11.71% to 1.25 million in Fiscal 2024 from 1.12 million in Fiscal 2023;

gratuity increased by 14.47% to 0.67 million in Fiscal 2024 from 0.59 million in Fiscal 2023; and and staff welfare expenses increased by 24.91% to 1.53 million for Fiscal 2024 from 1.22 million for Fiscal

2023;

We had 53 and 45 employees on the roll as at March 31, 2024, and March 31, 2023, respectively. As a percentage of total income, our employee benefit expenses increased to 1.30% for Fiscal 2024 from 1.09 % in Fiscal 2023.

Finance costs. Our finance costs increased by 29.70% to 0.55 million for Fiscal 2024 from 0.42 million for

Fiscal 2023, primarily due to increase in interest from Bank Overdraft by 0.14 million in Fiscal 2024.

Depreciation and amortisation expense. There was no change in our depreciation and amortisation expense, remaining constant at 0.10 million in Fiscal 2024 and Fiscal 2023.

Other expenses. Our other expenses marginally increased by 1.41% to 46.37 million for Fiscal 2024 from 45.73 million for Fiscal 2023, primarily due to (i) a 2.81% decrease in advertisement expenses to 13.01 million for

Fiscal 2024 from 13.39 million for Fiscal 2023, (ii) a 5.42% increase in electricity expenses to 3.49 million for Fiscal 2024 from 3.31 million for Fiscal 2023, mainly on account of an increase in facility usage and higher electricity unit consumption, (iii) a 9.44% increase in legal and professional fees to 1.82 million for Fiscal 2024 from 1.66 million for Fiscal 2023 due to increased professional service engagements, and (iv) a 10.80% increase in security services to 2.02 million for Fiscal 2024 from 1.83 million for Fiscal 2023 on account of increase in service cost, and (v) an increase in 6.61% in freight charges to 1.07 million in Fiscal 2024 from 1.00 million in Fiscal 2023 which was primarily due to increase in purchase of stock in trade.

Profit before tax. As a result of the foregoing, our profit before tax decreased by 18.07 % to 566.76 million for

Fiscal 2024 from 691.78 million for Fiscal 2023.

Tax expense. Our current tax expenses saw a decrease of 18.14% from 174.43 million in Fiscal 2023 to 142.79 million in Fiscal 2024 and an increase in deferred tax charge from (0.12) million to (0.17) million. The decrease in our tax expense for Fiscal 2024 was primarily due to lower turnover resulting to lower profits.

Profit for the year. As a result of the foregoing, our profit for the year from the continuing operations decreased by 18.04% to 424.14 million for Fiscal 2024 from 517.47 million for Fiscal 2023.

Other comprehensive income/(loss) for the year. We had other comprehensive income/(loss) due to remeasurements of post-employment defined benefits plan of (0.14) million in Fiscal 2024 and tax relating to the foregoing of 0.04 million in Fiscal 2024. In Fiscal 2023, we had other comprehensive income due to remeasurements of post-employment benefit obligations of 0.05 million and tax relating to the foregoing of

(0.01) million

Total comprehensive income for the year. As a result of the foregoing, our total comprehensive income for the year decreased by 18.06 % to 424.04 million for Fiscal 2024 from 517.51 million for Fiscal 2023.

Cash Flows

The following table summarizes our cash flows for Fiscal 2025, Fiscal 2024, and Fiscal 2023, as per the Restated Financial Information:

( in million)

Particulars	For the fiscal year ended March 31
	Fiscal 2025	Fiscal 2024	Fiscal 2023
Net cash inflows from operating activities	390.13	183.65	394.96
Net cash generated outflow from investing activities	(1,594.18)	7.06	4.51
Net cash generated inflow/ (outflow) from financing activities	1,732.32	(0.06)	(8.04)
Net increase / (decrease) in cash and cash equivalents	528.26	190.65	391.43
Less: Net cash and cash equivalents generated for diamond business	(150.04)	(189.33)	(389.20)
not taken over
Cash and cash equivalents at the beginning of the year	11.98	10.66	8.43
Cash and cash equivalents at the end of the year	390.20	11.98	10.66

Cash flows from operating activities

Net cash inflow from operating activities was 390.13 million in Fiscal 2025. While our profit before tax for the year was 792.10 million, we had operating profit before working capital changes of 797.01 million, which was primarily due to non-cash adjustments for depreciation on property, plant and equipment of 0.10 million, depreciation on investment property of 0.07 million, depreciation on right-of-use assets of 0.15 million, amortisation of intangible assets of 0.01 million, interest on lease liability of 0.04 million, profit on sale of investment property of (4.71) million, dividend income of (0.37) million, interest income of (3.25) million, and finance cost at 12.87 million. Our working capital changes for the Fiscal 2025, primarily consisted of increase in other current assets of (69.23) million, increase in inventory to (304.58) million, decrease in other financial assets of 2.99 million, increase in other non-current assets at (0.16) million, increase in trade receivables of (1.57) million, increase in trade payables of 133.28 million, decrease in other financial liabilities of (0.99) million, increase in provisions of 5.44 million, increase in other current liabilities of 16.77 million, and income tax paid of 188.84 million.

Net cash inflow from operating activities was 183.65 million in Fiscal 2024. While our profit before tax for the year was 566.76 million, we had operating profit before working capital changes of 561.65 million, which was primarily due to non-cash adjustments for depreciation on investment property of 0.10 million, net gain on sale of investments of (0.93) million, dividend income of (0.53) million, interest income of (4.30) million and finance cost of 0.55 million. Our working capital changes for the Fiscal 2024, primarily consisted of increase in inventory to 340.59 million, increase in other financial assets of 3.30 million, increase in trade payables of 108.80 million, increase in other provisions of 0.68 million decrease in other financial liabilities of 0.85 million and income tax paid of 142.74 million.

Net cash inflow from operating activities was 394.96 million in Fiscal 2023. While our profit before tax for the year was 691.78 million, we had operating profit before working capital changes of 687.43 million, which was primarily due to non-cash adjustments for depreciation on investment property of 0.10 million, net gain on sale of investments of (0.50) million, dividend income of (0.44) million, interest income of (3.93) million and finance cost of 0.42 million. Our working capital changes for the Fiscal 2024, primarily consisted of increase in inventory to 158.93 million, decrease in other financial assets of 6.84 million, decrease in other current assets of 0.17 million, increase in trade payables of 36.52 million, decrease in other financial liabilities of (3.63) million, increase in other provisions of 0.53 million and income tax paid of 173.97 million.

Cash flows from investing activities

Net cash outflow from investing activities was (1,594.18) million for the Fiscal 2025, primarily due to sale of investment of 9.11 million, payment on account of common control transaction of (1,670.96) million, proceeds from maturity of fixed deposits of 60.00 million, dividend and interest income of 3.44 million, payment for acquisition of property, plant and equipment of (2.21) million, payment for acquisition of intangible assets of (3.05) million, proceeds from sale of investment property of 9.49 million.

Net cash inflow from investing activities was 7.06 million for the Fiscal 2024, primarily due to net sale of investment of 2.23 million, and dividend and interest income of 4.83 million.

Net cash inflow from investing activities was 4.51 million for the Fiscal 2023, primarily due to net sale of investment of 0.14 million, and dividend and interest income of 4.37 million.

Cash flows from financing activities

Net cash inflow from financing activities was 1,732.32 million for Fiscal 2025, due to the principal paid on lease liabilities of (0.07) million, proceeds from issue of equity shares of 899.40 million, proceeds from borrowing of 900.00 million, withdrawal in partners capital account of (60.60) million, and finance cost of (6.41) million.

Net cash outflow from financing activities was (0.06) million for Fiscal 2024, due to the introduction in partners capital account of 0.50 million, and finance cost of (0.56) million.

Net cash outflow from financing activities was (8.04) million for Fiscal 2023, due to the withdrawal from partners capital account of (7.60) million, and finance cost of (0.44) million.

Certain Items in the Restated Statement of Assets and Liabilities

Non-current assets. Our total non-current assets decreased by 0.36% to 9.22 million as at March 31, 2025, from

9.25 million as at March 31, 2024, primarily due to (i) investment property at 4.85 million in Fiscal 2024 reduced to Nil in Fiscal 2025, (ii) right-of-use of assets increased from nil in Fiscal 2024 to 2.55 million in Fiscal

2025, (iii) other intangible assets which increased from Nil in Fiscal 2024 to 3.04 million in Fiscal 2025, and (iv) deferred tax asset which increased by 33.01% from 1.02 million in Fiscal 2024 to 1.36 million in Fiscal

2025.

Our total non-current assets decreased by 86.59% as March 31, 2023 from 69.02 million for Fiscal 2023 to 9.25 million in Fiscal 2024, primarily due to (i) a 2.03% decrease in investment property to 4.85 million in Fiscal

2024 from 4.95 million in Fiscal 2023, (ii) a 94.65% decrease in other financial assets from 63.25 million in Fiscal 2023 to 3.38 million in Fiscal 2024 and (iii) increase of 25.13% in deferred tax asset from 0.82 million in Fiscal 2023 to 1.02 million in Fiscal 2024.

Current assets. Our total current assets increased by 43.53% from 1,574.03 million in Fiscal 2024 to 2,259.13 million in Fiscal 2025, primarily due to (i) inventories increased by 20.45% from 1,489.59 million in Fiscal 2024 to 1,794.17 million in Fiscal 2025, (ii) investments reduced to Nil in Fiscal 2025 from 9.12 million in Fiscal 2024, (iii) increased cash and cash equivalents by 3158.03% from 11.98 million in Fiscal 2024 to 390.20 million in Fiscal 2025, (iv) a 93.78% decrease in other financial assets from 63.34 million in Fiscal 2024 to 3.94 million in Fiscal 2025, (v) trade receivables has increased to 1.57 million in Fiscal 2025 from Nil in Fiscal 2024. Our other current assets also increased from Nil to 69.25 million as on Fiscal 2025 on account of balance receivable from statutory authorities.

Our total current assets increased by 34.51% from 1,170.24 million in Fiscal 2023 to 1,574.03 million in Fiscal 2024, primarily due to (i) increase of 29.64% in inventories from 1,149.00 million in Fiscal 2023 to 1,489.59 million in Fiscal 2024, (ii) decrease of investments of 12.48% from 10.41 million in Fiscal 2023 to 9.12 million in Fiscal 2024, (iii) increase of 12.38% in cash and cash equivalents from 10.66 million in Fiscal 2023 to 11.98 million in Fiscal 2024, (iv) an increase in other financial assets from 0.17 million in Fiscal 2023 to 63.34 million in Fiscal 2024 due to classification of fixed deposit from non-current financial assets to current financial assets in Fiscal 2024.

Equity. Equity primarily consists of equity share capital/partners capital and other equity.

Equity Share Capital/Partners capital

Our equity share capital/partners capital decreased by (46.86)% from 91.44 million in Fiscal 2024 to 48.59 million in Fiscal 2025 due to drawings by Partners in partnership firm (i.e. Gadgil Metals & Commodities).

Our equity share capital/partners capital increased from 87.25 million in Fiscal 2023 to 91.44 million in Fiscal 2024 due to Profit appropriation for fiscal 2024.

Our other equity increased to 953.31 million as at March 31, 2025, from (376.40) million as at March 31, 2024, as a result of Appropriation of profit for Fiscal 2025 and increased in securities premium on account of preferential allotment.

Our other equity increased to (376.40) million as at March 31, 2024, from (607.42) million as at March 31,

2023, as a result of Restatement adjustments.

Non-current liabilities. Our total non-current liabilities increased by 71.86% to 6.75 million as at March 31,

2025, from 3.93 million as at March 31, 2024, primarily as a result of (i) a 20.68% increase in provisions, (ii) an increase in lease liabilities to 2.01 million as at March 31, 2025, from Nil as at March 31, 2024.

Our total non-current liabilities decreased by 99.77% to 3.93 million as of March 31, 2024, from 1,674.09 million as at March 31, 2023, primarily as a result of (i) a decrease in our other financial liabilities from 1,670.96 million in Fiscal 2023 to nil in Fiscal 2024 and (ii) an increase of 25.41% in provisions from 3.13 million in Fiscal 2023 to 3.93 million in Fiscal 2024.

Current liabilities. Our total current liabilities decreased by 32.43% to 1,259.68 million as at March 31, 2025, from 1,864.31 million as at March 31, 2024, primarily as a result of (i) increase in borrowings to 906. 50 million from nil in Fiscal 2024, (ii) increase in trade payables outstanding dues for micro, enterprises and small enterprises, by 16.19% from 42.63 million in Fiscal 2024 to 49.54 million in Fiscal 2025, (iii) a 84.88% increase in total outstanding dues of creditors other than micro enterprises and small enterprises from 148.89 million in Fiscal 2024 to 275.28 million in Fiscal 2025, (iv) a 99.97% decrease in other financial liabilities from 1,672.36 million to 0.44 million in Fiscal 2025, (v) a 3484.99% increase in current tax liabilities from 0.29 million in Fiscal 2024 to 10.27 million in Fiscal 2025, (vi) a lease liabilities increased to 0.64 million in Fiscal 2025 from nil in Fiscal 2024, and (vii) a provision is increased by 80.81% from 0.14 million in Fiscal 2024 to 0.25 million in Fiscal 2025.

Our total current liabilities increased by 2084.56% from 85.34 million in Fiscal 2023 to 1,864.31 million in Fiscal 2024 primarily as a result of (i) increase in trade payables outstanding dues for micro, enterprises and small enterprises, by 919.03% from 4.18 million in Fiscal 2023 to 42.63 million in Fiscal 2024, (ii) a 89.56% increase in total outstanding dues of creditors other than micro enterprises and small enterprises from 78.54 million in Fiscal 2023 to 148.89 million in Fiscal 2024, (iii) a 74127.06% increase in other financial liabilities from 2.25 million in Fiscal 2023 to 1,672.36 million in Fiscal 2024, (iv) a 17.69% increase from 0.12 million in Fiscal 2023 to 0.14 million in Fiscal 2024, (v) a 16.54% increase in current tax liabilities from 0.25 million in Fiscal 2023 to 0.29 million in Fiscal 2024.

NON-GAAP MEASURES

Certain measures included in this Draft Red Herring Prospectus, for instance, Gross Profit, Gross Margin, EBIT, EBITDA, EBITDA Margin, PAT Margin, Return on Equity, Capital Employed, Return on Capital Employed, Net Debt, Net Debt to EBITDA, Net Debt to Equity, Net Fixed Assets Turnover Ratio and Net Asset Value per share (Non-GAAP Measures) presented in this Draft Red Herring Prospectus is a supplemental measure of our performance and liquidity that is not required by, or presented in accordance with, Ind AS, IFRS or US GAAP, Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, IFRS or US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the year / period or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, IFRS or US GAAP. In addition, Non-GAAP Measures are not standardised terms, hence a direct comparison of Non-GAAP Measures between companies may not be possible. Other companies may calculate the Non-GAAP Measure differently from us, limiting its usefulness as a comparative measure. Although Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards, our Companys management believes that they are useful to an investor in evaluating us because it is a widely used measure to evaluate a companys operating performance. See "Risk Factors In this Draft Red Herring Prospectus, we have included certain non-GAAP ("Generally Accepted Accounting Principles") financial measures and certain other industry measures related to our operations and financial performance. These non-GAAP measures and industry measures may vary from any standard methodology applicable across the Indian retailing industry and therefore may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies." on page 61.

Total Indebtedness. As at March 31, 2025, we had total borrowings of 906.50 million and details of the same are as follows:

( in million)

Indebtedness	As at March 31, 2025*
Current
Indebtedness	As at March 31, 2025*
Secured Borrowings, comprising of:
- Working capital loans from banks	906.50
Total current borrowings	906.50
Total Borrowings	906.50

Note: As certified by Joshi & Sahney, Chartered Accountants through their certificate dated June 16, 2025. * including current maturities and interest accrued and not due on borrowings.

See "Financial Indebtedness" for a description of broad terms of our indebtedness on page 386.

Lease Liabilities

The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a year of time in exchange for consideration. The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company recognizes lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

The Company recognises right-of-use asset at the lease commencement date (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and accumulated impairment losses and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.

The right-of-use assets are also subject to impairment. Refer to the accounting policies relating to Impairment of non-financial assets.

At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments, escalation in lease payments. In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments or a change in the assessment of an option to purchase the underlying asset.

The Company applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of assets that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term.

The following table sets forth a summary of our lease liabilities- maturity analysis as at March 31, 2025, March 31, 2024, and March 31, 2023, as per the Restated Financial Information, broken down by period:

( in million)

Particulars	As at 31st March 2025	As at 31st March 2024	As at 31st March 2023
Current	0.64	-	-
Non-Current	2.01	-	-
Total	2.65	-	-

Quantitative and Qualitative Analysis of Market Risks

We are exposed to market risks that are related to the normal course of our operations such as:

Market Risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in interest rates, credit, liquidity and other market changes. The Companys exposure to market risk is primarily on account of interest rate risk.

Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Companys policy is to minimise interest rate cash flow risk exposures on long-term and short-term financing. At the balance sheet date, the Company is exposed to changes in market interest rates through bank borrowings.

Commodity Price Risk The company is exposed to fluctuation in gold, diamond and platinum price arising from purchase and sale. The companys objectives include safeguarding its earnings against the adverse price fluctuations.

Credit Risk o Trade receivables

The Company does not generally give credit to the customers except in few cases where they are with the corporate customers. Accordingly, the Companys customer credit risk is low. o Financial assets and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Companys treasury department in accordance with the Companys policy. Investments of surplus funds are made in accordance with the limits set by the management for various investment avenues. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterpartys potential failure to make payments. The Companys maximum exposure to credit risk for the components of the balance sheet at March 31, 2025, March 31, 2024, and March 31, 2023, is the carrying amounts of each class of financial assets. The cash and cash equivalent and other bank balances are held with banks and financial institutions with good credit rating.

Liquidity risk Liquidity risk is the risk that the company may encounter difficulty in meeting its present and future obligations associated with financial liabilities that are required to be settled by delivering cash or another financial asset. The companys objective is to, at all times, maintain optimum levels of liquidity to meet its cash and collateral obligations. The company requires funds both for short term operational needs as well as for long term investment programs mainly in growth projects. The company closely monitors its liquidity position and deploys a robust cash management system. It aims to minimise these risks by generating sufficient cash flows from its current operations, which in addition to the available cash and cash equivalents, liquid investments and sufficient committed fund facilities which will provide liquidity. The liquidity risk is managed on the basis of expected maturity dates of the financial liabilities. The other payables are with short term durations. The carrying amounts are assumed to be reasonable approximation of fair value.

Our Board has overall responsibility for the establishment and oversight of our risk management framework. Our risk management policies are established to identify and analyse the risk we face, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and our activities. Our Board oversees how management monitors compliance with our risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks we face. The Board is assisted in its oversight role by internal audit team. Internal audit team undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Board.

Financial Risk

Our Companys activities expose it to a variety of financial risks. Our Companys primary focus is to foresee the unpredictability of such risks and seek to minimise potential adverse effects on its financial performance. Our Company has a robust risk management process and framework in place. This process is coordinated by the Board, which meets regularly to review risks as well as the progress against the planned actions. The Board seeks to identify, evaluate business risks and challenges across the company through such framework. These risks include market risks, credit risk and liquidity risk.

Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Such changes in the values of financial instruments may result from changes in interest rates, credit, liquidity and other market changes. The Companys exposure to market risk is primarily on account of interest rate risk.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Companys policy is to minimise interest rate cash flow risk exposures on long-term and short term financing. At the balance sheet date, the Company is exposed to changes in market interest rates through bank borrowings.

( in millions)

Particular	As at March 31, 2025	As at March 31, 2024	As at March 31, 2023
Working capital demand loan from bank	906.50	-	-

Credit Risk

i) Trade receivables

The Company does not generally give credit to the customers except in few cases where they are with the corporate customers. Accordingly, the Companys customer credit risk is low.

ii) Financial assets and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Companys treasury department in accordance with the Companys policy. Investments of surplus funds are made in accordance with the limits set by the management for various investment avenues. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterpartys potential failure to make payments.

The Companys maximum exposure to credit risk for the components of the balance sheet at March 31, 2025,

March 31, 2024 and March 31, 2023 is the carrying amounts of each class of financial assets.

The cash and cash equivalent and other bank balances are held with banks and financial institutions with good credit rating.

Liquidity Risk

Liquidity risk is the risk that the company may encounter difficulty in meeting its present and future obligations associated with financial liabilities that are required to be settled by delivering cash or another financial asset. The companys objective is to, at all times, maintain optimum levels of liquidity to meet its cash and collateral obligations. The company requires funds both for short term operational needs as well as for long term investment programs mainly in growth projects. The company closely monitors its liquidity position and deploys a robust cash management system. It aims to minimise these risks by generating sufficient cash flows from its current operations, which in addition to the available cash and cash equivalents, liquid investments and sufficient committed fund facilities which will provide liquidity.

The liquidity risk is managed on the basis of expected maturity dates of the financial liabilities. The other payables are with short term durations. The carrying amounts are assumed to be reasonable approximation of fair value.

The table below summarises the maturity profile of the companys financial liabilities based on contractual undiscounted payments:

( in millions)

Particulars	On demand	Within 1 year	1-5 years	Total
As at March 31, 2025
Lease liabilities	-	0.64	2.01	2.65
Borrowings	-	906.50	-	906.50
Trade payables	-	324.82	-	324.82
Other financial liabilities	-	0.44	-	0.44
Total	-	1,232.40	2.01	1,234.41
As at March 31, 2024
Lease liabilities	-	-	-	-
Borrowings	-	-	-	-
Trade payables	-	191.52	-	191.52
Other financial liabilities	-	1.40	-	1.40
Purchase consideration payable on account of common control transaction	-	1,670.96	-	1,670.96
Total	-	1,863.88	-	1,863.88
As at March 31, 2023
Lease liabilities	-	-	-	-
Borrowings	-	-	-	-
Trade payables	-	82.72	-	82.72
Other financial liabilities	-	2.25	-	2.25
Purchase consideration payable on account of common control transaction	-	-	1,670.96	1,670.96
Total	-	84.97	1,670.96	1,755.93

Contingent liabilities and off-balance sheet arrangements

As of March 31, 2025, March 31, 2024, and March 31, 2023, we do not have any contingent liabilities or off-balance sheet arrangements in our Company.

Related Party Transactions

We have engaged in the past, and may engage in the future, in transactions with related parties. For details of our related party transactions, see "Restated Financial Statements-Related Party Transactions-Note 40" on page 313.

Reservations, Qualifications and Adverse Remarks Included in Financial Statements

There are no qualifications by the Statutory Auditors which have not been given effect to in the Restated Financial Information.

Capital and other commitments

There are no future payments due under known contractual commitments or obligations as of March 31, 2025, March 31, 2024, and March 31, 2023,

Unusual or Infrequent Events or Transactions

Except as described in this Draft Red Herring Prospectus, there have been no other events or transactions, including unusual trends on account of business activity, unusual items of income, change of accounting policies and discretionary reduction of expenses etc., that, to our knowledge, may be described as "unusual" or "infrequent".

Known Trends or Uncertainties

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 "Principal Factors Affecting our Results of Operations" above and the uncertainties described in "Risk Factors" on page 369 and 39, respectively. To our knowledge, except as disclosed in this Draft Red Herring Prospectus, there are no known trends or uncertainties that have had, or are expected to have, a material impact on our business or results of operations.

Future Relationship between Cost and Revenue

Other than as described in "Risk Factors", "Our Business" and "Managements Discussion and Analysis of

Financial Condition and Results of Operations" on pages 39, 268 and 368, respectively, to the knowledge of our management, there are no known factors that may adversely affect our business prospects, results of operations and financial condition.

New Products or Business Segments

Other than as disclosed in this section and in "Our Business" on page 268, as on the date of the Draft Red Herring

Prospectus, there are no new products or business segments that have had or are expected to have a material impact on our business prospects, results of operations or financial condition.

Significant Dependence on Single or Few Customers

We do not depend on a limited number of customers for our revenue and operations.

See " Significant Factors Affecting our Results of Operations and Financial Condition Consumer spending and general economic and market conditions" in this section on page 369.

Seasonality of Business

Our business is affected by seasonal variations and adverse weather conditions. For further details, see "Risk Factors Our operations are sensitive to seasonal changes." on page 44 of this Draft Red Herring Prospectus.

Changes in the accounting policies, if any, in the Fiscals 2025, 2024, and 2023, and their effect on our profits and reserves

There are no changes in the accounting policies in the Fiscals 2025, 2024, and 2023.

Competitive Conditions

We operate in a competitive environment and expect competition in our industry from existing and potential competitors to intensify. Please refer to "Our Business", "Industry Overview", "Risk Factors" and " Principal Factors Affecting our Results of Operations" above on pages 268, 137, 39 and 369, respectively, for further information on our industry and competition.

Significant developments subsequent to March 31, 2025

Except as set out in this Draft Red Herring Prospectus, to our knowledge, no circumstances have arisen since the date of the last financial statements as disclosed in this Draft Red Herring Prospectus which materially or adversely affect or are likely to affect, our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next 12 months.