Riyaasat Lifestyle Ltd Management Discussions

The following discussion of our financial condition and results of operations is based on, and should be read in conjunction with, our Restated Financial Information (including the schedules, notes and significant accounting policies thereto), included in the section titled Restated Financial Statement beginning on page 225 of this Red Herring Prospectus. This discussion contains forward-looking statements and reflects our current views with respect to future events and our financial performance and involves numerous risks and uncertainties, including, but not limited to, those described in the section entitled Risk Factors on page 22 of this Red Herring Prospectus. Actual results could differ materially from those contained in any forward-looking statements and for further details regarding forward-looking statements, kindly refer the chapter titled Forward-Looking Statements on page 20 of this Red Herring Prospectus. Our financial statements have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI (ICDR) Regulations and restated as described in the report of our auditor April 22, 2026 which is included in this Red Herring Prospectus under Financial Statements . The Restated Financial Information has been prepared on a basis that differs in certain material respects from generally accepted accounting principles in other jurisdictions, including US GAAP and IFRS. Our financial year ends on March 31 of each year, and all references to a particular financial year are to the twelve-month period ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to we , us or our refers to Riyaasat Lifestyle Limited, our Company. Unless otherwise indicated, financial information included herein are based on our Restated Financial Statements for the period ended January 31, 2026 and for the Financial Years ended on March 31, 2025, March 31, 2024 and March 31, 2023 beginning on page 225 of this Red Herring Prospectus.

Overview

We are an ethnic wear Company. We blend traditional craftsmanship with contemporary design for both mens and womens collections. One of our unique advantages lies in customization where not just sizes, but style, design, and embroidery can be tailored to each customer s preference, ensuring a perfect fit for every occasion. We are a one-stop destination for family attire, embracing the latest trend of matching outfits for all members, including kids. As trendsetters, we craft clothing that resonates with our customers desires and exceeds their expectations. Every piece in our collection is meticulously crafted from the finest fabrics, ensuring a perfect balance of comfort and elegance. Our dedication to quality and precision has made our Company a favoured choice for those who seek to make a distinctive style statement. True to our name, Riyaasat embodies heritage, luxury, and cultural richness, aligning with our vision of delivering grandeur and exclusivity to our discerning clientele.

We maintain our presence at high street fashion in both offline and online mode of selling. Presently, our exclusive Stores ( Showrooms ) are strategically located in Ahmedabad, Vadodara and Mumbai with Four such Stores across Ahmedabad one in Vadodara and one in Mumbai. For further details on our property, kindly refer the chapter Our Business Property section below on page 178. We are committed to expanding our reach throughout India, with the aim of providing the finest and most stylish Indian ethnic wear. Our collections are designed to celebrate and resonate with the rich tapestry of Indian culture.

Statement of Significant Accounting Policies

For details in respect of Statement of Significant Accounting Policies, please refer to Note 1 of Restated Financial Statements beginning on page 225 of this Red Herring Prospectus.

Significant developments subsequent to the last financial year

The Company confirms that, in its opinion, there have been no circumstances arising since the date of the last financial year as disclosed in the Red Herring Prospectus that materially and adversely affect, or are likely to affect within the next twelve months, except as follows:

A special resolution has been passed by the shareholders for fund raising by way of Initial Public Offering in their meeting held on April 30, 2025.

The shareholders of our Company appointed Aditi Parmar as Independent Directors in the Extra Ordinary General Meeting held on March 01, 2025 for 5 years starting from March 01, 2025.

Cessation of Manila Jain from Company Secretary w.e.f May 31, 2025.

The Board of Company appointed Ms. Mansi Pratik Patel as Company Secretary in the Board Meeting held on June 25, 2025.

Our company has received in principle approval from BSE vide letter dated January 19, 2026 to use the name of BSE in the Red Herring Prospectus/Prospectus for listing of Equity Shares on the SME Platform of BSE Limited (BSE SME).

Principal Factors Affecting our Results of Operations and Financial Condition

1. Highly dependency on seasonal demand, particularly during festive occasions and wedding seasons. This concentration may lead to fluctuations in revenue generation, with a significant portion of sales occurring during these peak periods.

2. We primarily focuses on designing mens ethnic wear. Any significant changes in market trends or customer behavior could affect operational results, and financial condition.

3. Maintaining and enhancing the value and reputation of our brand

4. Terrorist attacks or war or conflicts involving India or other countries

5. Maintaining effective quality control systems

6. Growth and/or implementation of our business plan

7. Slowdown in economic growth in India

8. Competition

DISCUSSION ON FINANCIAL PERFORMANCE

Restated Financials of Riyaasat Lifestyle Limited ( Company )

	January	% of total	March	% of total	March 31,	% of total	March	% of total
Particulars
	31, 2026	income	31, 2025	income	2024	income	31, 2023	income
INCOME:
I. Revenue from operations:	2,786.98	99.09%	2,480.46	98.48%	2,287.52	97.99%	2,093.49	100.00%
II. Other business/ operating income:	25.67	0.91%	38.37	1.52%	46.91	2.01%	0.07	0.00%
III. Total Income (I + II)	2812.64	100.00%	2518.83	100.00%	2,334.43	100.00%	2,093.55	100.00%
IV. Expenses:
Cost of Material Consumed	365.35	12.99%	237.77	9.44%	147.84	6.33%	114.65	5.48%
Changes in inventories of finished goods, work-in-progress					431.89	18.50%	955.24	45.63%
	136.56	4.86%	314.19	12.47%
and Stock-in-Trade
Employee benefit expense	377.02	13.40%	274.54	10.90%	269.95	11.56%	206.68	9.87%
Finance Costs	229.31	8.15%	77.65	3.08%	65.28	2.80%	10.59	0.51%
Depreciation and Amortization Expense	49.80	1.77%	15.27	0.61%	11.63	0.50%	6.92	0.33%
Other Expenses	1,139.73	40.52%	1,011.71	40.17%	902.83	38.67%	635.96	30.38%
Total Expenses	2,297.77	81.69%	1,931.14	76.67%	1,829.42	78.37%	1,930.05	92.19%
V. Profit before exceptional items Tax	514.88	18.31%	587.69	23.33%	505.01	21.63%	163.51	7.81%
VI. Exceptional Items	-	-	-	-	-	-	-	-
IX. Profit before Tax	514.88	18.31%	587.69	23.33%	505.01	21.63%	163.51	7.81%
X. Tax Expenses:
Current tax	81.81	2.91%	102.29	4.06%	86.24	3.69%	32.45	1.55%
Current tax expense relating to prior years	-	-	-	-	12.52	0.54%	-	-
Proposed Dividend	-	-	-	-	-	-	-	-
Deferred Tax	3.90	0.14%	(1.23)	-0.05%	(2.22)	-0.10%	(1.11)	-0.05%
XI. Profit (Loss) for the period from continuing operations	429.16	15.26%	486.64	19.32%	408.47	17.50%	132.18	6.31%
Earnings per Equity Share :
Basic	5.44		6.17		5.31		1.87
Diluted	5.44		6.17		5.31		1.87

Our revenue and expenses are reported in the following manner:

REVENUES

Our revenue consists of revenue from operations and other income.

Revenue from operations

Our company s primary source of revenue is the sale of apparel, specially offering wide range of men and women ethnic wear and occasion specific clothing. Our revenue is generated from domestic sales only.

Other Income

Other income includes Interest Income, Discount (commonly described as Kasar Vatav in Marwari / Gujarati accounting terms) and other income

EXPENDITURE

Our total expenditure consists of the Cost of Material Consumed, Changes in inventories consisting of finished goods, work-in-progress and Stock-in-Trade, Employee Benefit Expenses, Finance Costs, Depreciation, and other expenses.

Cost of Material Consumed

Our Cost of Material Consumed includes purchases made of raw material during the year/period.

Employees Benefit Expenses

Our employee benefits expense comprises of Salaries, Wages and Incentives, Director Remuneration, Staff Welfare Expense, Provident Fund/ESIC, Gratuity Exp. and other allowances.

Finance Cost

Our Finance Cost includes Interest Expenses, Other Borrowing Cost and Bank Charges.

Depreciation and Amortization Expenses

Depreciation on Office Equipment, Furniture and Fixtures, Plant & Machinery and Computer & Printers etc.

Other Expenses

Other Expenses majorly includes Rent, Job Work Expenses, Labour Charges, Labour Charges, Office Expenses, Selling & Marketing Expenses, Electricity Expenses as well as Other Expenses.

STUB PERIOD FROM APRIL 01, 2025 TO JANUARY 31, 2026 (BASED ON RESTATED FINANCIAL STATEMENTS)

Revenues

Total Income

Total Income for the period from April 01, 2025 to January 31, 2026, stood at 2,812.64 lakhs.

Revenue from operations

Revenue from operation for the period from April 01, 2025 to January 31, 2026, stood at 2,786.98 lakhs which is 99.09% of the Total Income.

Other Income

Other Income for the period from April 01, 2025 to January 31, 2026, stood at 25.67 lakhs, which is 0.91% of the Total Income.

Expenditure

Total Expenses

Total Expenses for the period from April 01, 2025 to January 31, 2026, stood at 2,297.77 lakhs which is 81.69% of the Total Income which includes Cost of Material Consumed, Changes in inventories of finished goods, work-in-progress and Stock-in-Trade, Employment Benefit Expenses, Finance Cost, Depreciation and Amortization and Other Expenses.

Cost of Material Consumed

Cost of Material Consumed for the period from April 01, 2025 to January 31, 2026, stood at 365.35 lakhs which is 12.99% of the Total Income. Details of the same is as follows:

(Amount in lakhs)

		For the period ended
Particulars
		January 31, 2026
Opening Stock of Raw Material		203.35
Add: Purchases During the Period		543.06
Less: Closing Stock of Raw Material		381.06
	Total	365.35

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade for the period from April 01, 2025 to January 31, 2026, stood at 136.56 lakhs which is 4.86% of the Total Income. Details of the same is as follows:

(Amount in lakhs)

		For the period ended
Particulars
		January 31, 2026
Opening Stock of Finished Goods		900.37
Opening Stock of WIP		135.75
Opening Stock of Traded Goods		900.80
Purchases Of Stock In Trade		1,629.17
Closing Stock of Finished Goods			1,603.04
Closing Stock of WIP			241.68
Closing Stock of Traded Goods			1,584.80
	Total		136.56

Employees Benefit Expenses

Employees Benefit Expenses for the period from April 01, 2025 to January 31, 2026, stood at 377.02 lakhs which is 13.40% of the Total Income. Details of bifurcation is as follows:

(Amount in lakhs)

	For the period ended
Particulars
	January 31, 2026	% of total employee benefit
Salaries, Wages and Incentives	275.06	72.96%
Director Remuneration	52.37	13.89%
Staff Welfare Expense	38.33	10.17%
Other Employee Benefit Expenses*	11.26	2.99%

*Other employee benefit expenses which are less than 5 percent of employee benefit expenses

Finance Cost

Finance Cost for the period from April 01, 2025 to January 31, 2026, stood at 229.31 lakhs which is 8.15% of the Total Income which includes Interest Expenses, Other Borrowing Cost, and Bank Charges. Details of bifurcation are as follows:

(Amount in lakhs)

	For the period ended
Particulars
	January 31, 2026	% of Finance Cost
Interest Expenses	189.26	82.53%
Other Borrowing Cost	37.64	16.41%
Bank Charges	2.41	1.05%

Depreciation and Amortization Expenses

Depreciation and Amortization Expenses for the period from April 01, 2025 to January 31, 2026, stood at 49.80 lakhs which is 1.77% of the Total Income.

Other Expenses

Other Expenses for the period from April 01, 2025 to January 31, 2026, stood at 1,139.73 lakhs which is 40.52% of the Total Income. Details of bifurcation are as follows:

(Amount in Lakhs)

	For the period ended
Particulars
	January 31, 2026	% of other expenses
Rent	262.77	23.06%
Job Work Expenses	252.91	22.19%
Labour Charges	136.57	11.98%
Office Expenses	97.84	8.58%
Selling & Marketing Expenses:	89.62	7.86%
Other expenses*	300.02	26.32%

*Other expenses which are less than 5 % of total other expenses

Restated Profit before Tax

Restated profit before tax for the period from April 01, 2025 to January 31, 2026, stood at 514.88 lakhs which is 18.31% of the Total Income.

Tax Expenses

Tax Expenses for the period from April 01, 2025 to January 31, 2026, stood at 85.72 lakhs out of which Current Tax being 81.81 lakhs and Deferred Tax being 3.90 lakhs which is 2.91% and 0.14% respectively of the Total Income.

Restated Profit after Tax

Restated profit after tax for the period from April 01, 2025 to January 31, 2026, stood at 429.16 lakhs which is 15.26% of the Total Income.

FINANCIAL YEAR ENDED MARCH 31, 2025, COMPARED WITH THE FINANCIAL YEAR ENDED MARCH 31, 2024 (BASED ON RESTATED FINANCIAL STATEMENTS)

REVENUES

Total Income

Total income for the financial year March 31, 2025 stood at 2,518.83 Lakhs whereas in the financial year March 31, 2024 it stood at 2,334.43 Lakhs representing a year on year increase of 7.90%.

Reason: The increase in the total income of the company is due to a growth in the business operations of the Company.

Revenue from operations

Net revenue from operations for the financial year March 31, 2024 was stood at 2,287.52Lakhs whereas for the financial year March 31, 2025, it stood at 2,480.46 Lakhs representing an increase of 8.43%.

Reason: There is an increase in revenue from operations on account of an increase in sales in our stores situated in Gujarat. Details of revenue from our stores are as follows:

(Amount in Lakhs)

	For the year ended
Location of store
	March 31, 2025	March 31, 2024
Gujarat	2239.52	2093.49
Year on year increase	6.98%

Other Income

Other income for the financial year March 31, 2025 stood at 38.37 Lakhs whereas for the financial year March 31, 2024, it stood at 46.91 Lakhs representing a decrease of 18.22%. The decrease in other income is Mainly on account of decrease in discount (commonly described as Kasar Vatav in Marwari / Gujarati accounting terms).

EXPENDITURE

Total Expenses

Total expenses for the financial year ended March 31, 2025 stood at 1,931.14 Lakhs whereas for the financial year March 31, 2024, it stood at 1,829.42 Lakhs representing an increase of 5.56%.

Reason: The increase in total expense in FY 2024, majorly due to increase in Cost of Material Consumed, Finance costs, Depreciation and Amortization and other expenses.

Cost of Material Consumed

Cost of Material Consumed for the Financial Year 2024-2025, stood at 237.77 Lakhs, whereas in Financial Year 2023-24 it stood at 147.84 Lakhs representing a significant increase of 60.83%. During the financial year the net purchase of material was also increased from 243.99 lakhs to 298.92 lakhs.

Reason: There is an increase in the purchases of Cost of Material Consumed by 22.51% as compared to previous year due to increase in revenue from the existing stores as compared to previous year.

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade for the Financial Year 2024-2025, stood at 314.19 Lakhs, Whereas in Financial Year 2023-24 it stood at 431.89 Lakhs representing decrease of (27.25%). For financial year March 31, 2025 the total Changes in inventories of finished goods, work-in-progress and Stock-in-Trade stood at 12.47% of total income whereas for previous year March 31, 2023 it was at 18.50% of total income.

Reason: The decline was primarily due to improved inventory turnover on account of higher order execution and better alignment of production planning with actual demand. During FY 2024 25, the Company streamlined its inventory management practices, resulting in a more efficient utilization of stock and reduced accumulation of unsold finished goods. As a percentage of total income, inventory changes decreased from 18.50% in FY 2023 24 to 12.47% in FY 2024 25, indicating enhanced operational efficiency and a shift toward a more demand-driven production approach.

Employee Benefit Expenses

Employee benefit expenses are more or less the same as compared to the previous year. During the Financial Year 2024-2025, it stood at 274.54 Lakhs, whereas in Financial Year 2023-24 it stood at 269.95 Lakhs, representing a marginal increase of 1.70%. However, total salaries, wages and incentives were increased by 23.46% as compared to the previous year and other allowances were decreased by 99.43%, because of which the increase in employee benefits was minimal in the comparison period.

Reason: No significant increase in the employees benefits expenses. However, Salaries, Wages and Incentives was increased by 23.46% and Staff Welfare Expense increased by 72.70%, whereas other allowances were decreased by 99.43%.

Finance Cost

Finance costs for the financial year March 31, 2025 stood at 77.65 Lakhs, whereas for the financial year March 31, 2024, it stood at 65.28 Lakhs, representing a significant increase of 18.96%.

Reason: During the year, our company has availed short-term borrowing as well as long-term borrowing. Short-term borrowing was increased from 463.57 lakhs to 675.93 lakhs, and long-term borrowings were increased from 210.72 lakhs to 10.84 lakhs. Due to this, there is an exponential increase in other borrowing costs and a significant increase in interest expenses as compared to previous year. Further, there are also other borrowing costs and an increase in bank charges, details of which are as follows:

(Amount in lakhs)

	For the year ended
Particulars	March 31, 2025	March 31, 2024
Interest Expenses	60.08	44.45
Year on year increase	35.16%
Other Borrowing Cost	13.84	4.16
Year on year increase	232.82%

Depreciation and Amortization Expenses

The depreciation and amortization expenses for the financial year March 31, 2025 stood at 15.27 Lakhs whereas for the financial year March 31, 2024, they stood at 11.63 Lakhs representing a significant increase of 31.30%.

Reason: This increase is due to increased depreciation on account of purchase of Furniture and Fixtures, Office Equipment s. Depreciation on the same are as follows:

	For the year ended
Particulars
	March 31, 2025	March 31, 2024
Depreciation on Furniture and Fixtures	4.13	1.50
Year on year increase	175.33%
Depreciation on Office Equipment	8.54	6.49
Year on year increase	31.59%

Other Expenses

The other expenses for the financial year March 31, 2025 stood at 1,011.71 Lakhs whereas for the financial year March 31, 2024, it stood at 902.83 Lakhs representing an increase of 12.06%.

Reason: There is an increase in Other expenses primarily on account of increase in revenue from operation. Detailed comparison of major expenses heads is given as follows:

(Amount in Lakhs)

	For the year ended
Particulars
	March 31, 2025	March 31, 2024
Rent	287.60	271.02
Year on year increase		6.12%
Job Work Expenses	205.95	222.36
Year on year increase		(7.38%)
Labour Charges	136.42	98.97
Year on year increase		37.84%
Selling & Marketing Expenses:	91.47	44.04
Year on year increase		107.69%
Electricity Expenses	52.98	52.89
Year on year increase		0.17%
Others	184.83	201.46
Year on year increase		(8.25%)
Total	1011.71	902.83
Total Year on year increase (in )		108.89
Year on increase (%)		12.06%

*others are the other expenses which are less than 5%, totalling to 18.27% and 22.31% of overall other expenses for March 31, 2025 and March 31, 2024 respectively.

Exceptional and Extraordinary items

There are no exceptional and extraordinary items for the year ended March 31, 2025 and March 31, 2024.

Restated Profit before Tax

The restated profit before tax for the financial year March 31, 2025 stood at 587.69 Lakhs whereas for the financial year March 31, 2024, it stood at 505.01 Lakhs representing a nominal increase of 16.37%.

Tax Expenses

Tax Expenses for the financial year March 31, 2025 stood at 101.06 Lakhs, out of which the Current Tax was 102.29 Lakhs and the Deferred Tax being (1.23) Lakhs, whereas in the financial year March 31, 2024 it stood at 96.54 Lakhs out of which for current tax being 86.24 Lakhs and deferred tax being (2.22) Lakhs representing a nominal increase of 4.68%.

Reason: The tax expenses increased was nominal for the financial year March 31, 2025 as compared to previous year due to an increase in profit before tax which, for March 31, 2024 was 587.69 lakhs as compared to previous year which stood at 505.02 lakhs, representing an increase of 16.37%.

Restated Profit after Tax

The restated profit after tax for the financial year March 31, 2025 stood at 486.63 Lakhs whereas for the financial year March 31, 2024, it stood at 408.47 Lakhs representing an increase of 19.13% on account of normal increase in revenue from operations as well as decrease in total expenses ( primarily decrease in Changes in inventories of finished goods, work-in-progress and Stock-in-Trade which decreased by 27.25%. )

FINANCIAL YEAR ENDED MARCH 31, 2024, COMPARED WITH THE FINANCIAL YEAR ENDED MARCH 31, 2023 (BASED ON RESTATED FINANCIAL STATEMENTS)

REVENUES

Total Income

Total income for the financial year March 31, 2024 stood at 2,334.43 Lakhs whereas in the financial year March 31, 2023 it stood at 2,093.55 Lakhs representing a year on year increase of 11.51%.

Reason: The increase in the total income of the company is due to a significant growth in the business operations of the Company.

Revenue from operations

Net revenue from operations for the financial year March 31, 2023 was stood at 2,093.49 Lakhs whereas for the financial year March 31, 2024, it stood at 2,287.52 Lakhs representing an increase of 9.27%.

Reason: There is an increase in revenue from operation on account of an increase in sales in our stores situated in Gujarat. Details of revenue from our stores are as follows:

(Amount in Lakhs)

	For the year ended
Location of store
	March 31, 2024	March 31, 2023
Gujarat	2239.52	2093.49
Year on year increase	6.98%

Other Income

Other income for the financial year March 31, 2024 stood at 46.91 Lakhs whereas for the financial year March 31, 2023, it stood at 0.07 Lakhs. The increase in other income is Mainly on account of increase in discount, shortage / excess adjustment and rounding off.

EXPENDITURE

Total Expenses

Total expenses for the financial year ended March 31, 2024 stood at 1,829.42 Lakhs whereas for the financial year March 31, 2023, it stood at 1,930.05 Lakhs representing a decrease of (5.21%).

Reason: The decrease in total expense in FY 2024, majorly due to decrease in inventories of WIP, Finished Goods and stock in trade.

Cost of Material Consumed

Cost of Material Consumed for the Financial Year 2023-2024, stood at 147.84 Lakhs, whereas in Financial Year 2022-23 it stood at 114.65 Lakhs representing a increase of 28.95 %. For financial year March 31, 2024 the total Cost of Material Consumed stood at 6.33% of total income whereas for previous year March 31, 2023 it was at 5.48% of total income.

Reason: There is an increase in the Cost of Material Consumed due to increase in revenue from the existing stores as compared to previous year.

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade for the Financial Year 2023-2024, stood at 431.89 Lakhs, Whereas in Financial Year 2022-23 it stood at 955.24 Lakhs representing decrease of (54.79%). For financial year March 31, 2024 the total Changes in inventories of finished goods, work-in-progress and Stock-in-Trade stood at 18.50 % of total income whereas for previous year March 31, 2023 it was at 45.62% of total income.

Reason: The decline was primarily due to improved inventory turnover on account of higher order execution and better alignment of production planning with actual demand. During FY 2023 24, the Company streamlined its inventory management practices, resulting in a more efficient utilization of stock and reduced accumulation of unsold finished goods. As a percentage of total income, inventory changes decreased from 45.62% in FY 2022 23 to 18.50% in FY 2023 24, indicating enhanced operational efficiency and a shift toward a more demand-driven production approach.

Employee Benefit Expenses

Employee benefit expenses for the Financial Year 2023-2024, stood at 269.95 Lakhs whereas in Financial Year 2022-23 it stood at 206.68 Lakhs representing a substantial increase of 30.61%.

Reason: There is an increase in the employee benefit expenses due to recruitment of new employees including increment of salary of existing employees as well as increase in gratuity expenses and other allowances, details of which is as follows:

(Amount in Lakhs)

	For the year ended
Particulars
	March 31, 2024	March 31, 2023
Salaries, Wages and Incentives	163.67	125.24
Year on year increase	30.69%
Gratuity Exp.	7.69	3.91
Year on year increase	96.68%
Staff welfare expenses	14.34	28.14
Year on year decrease	49.04%

Finance Cost

Finance costs for the financial year March 31, 2024 stood at 65.28 Lakhs whereas for the financial year March 31, 2023, it stood at 10.59 Lakhs representing a significant increase of 516.43%.

Reason: During the year our company has availed short term borrowing, which was increased from Nil to 463.57 lakhs. Due to which there is an increase in interest expenses. Further there are also other borrowing cost and increase in bank charges, details of which is as follows:

(Amount in lakhs)

Particulars	For the year ended
	March 31, 2024	March 31, 2023
Interest Expenses	44.45	0.01
Year on year increase	444400.00%
Bank Charges	16.67	10.58
Year on year increase	57.56%
Other Borrowing Cost	4.16	10.53
Year on year increase	100.00%

Depreciation and Amortization Expenses

The depreciation and amortization expenses for the financial year March 31, 2024 stood at 11.63 Lakhs whereas for the financial year March 31, 2023, they stood at 6.92 Lakhs representing a significant increase of 68.06%.

Reason: This increase is due to increased depreciation on account of purchase of Furniture and Fixtures, Office Equipment s, Computer & Printers, Depreciation on these assets are as follows:

(Amount in Lakhs)

Particulars	For the year ended
	March 31, 2024	March 31, 2023
Depreciation on Furniture and Fixtures	1.50	0.06
Year on year increase	2400.00%
Depreciation on Office Equipment	6.49	4.97
Year on year increase	30.58%
Depreciation on Computer & Printers	2.5	1.78
Year on year increase	40.45%
Depreciation on Plant & Machinery	1.14	0.11
Year on year increase	936.36%

Other Expenses

The other expenses for the financial year March 31, 2024 stood at 902.83 Lakhs whereas for the financial year March 31, 2023, it stood at 635.96 Lakhs representing a significant increase of 41.96%.

Reason: There is an increase in Other expenses primarily on account of increase in revenue from operation. Detailed comparison of major expenses are as follows:

(Amount in Lakhs)

	For the year ended
Particulars
	March 31, 2024	March 31, 2023
Rent	271.02	172.52
Year on year increase		57.10%
Job Work Expenses	222.36	26.19
Year on year increase		749.06%
Labour Charges	98.97	53.30
Year on year increase		85.67%
Electricity Expenses	52.89	28.89
Year on year increase		83.09%
Others	257.59	355.07
Year on year increase		(27.45%)
Total	902.83	635.96
Total Year on year increase (in )		266.86
Year on increase (%)		41.96%

Exceptional and Extraordinary items

There are no exceptional and extraordinary items for the year ended March 31, 2024 and March 31, 2023.

Restated Profit before Tax

The restated profit before tax for the financial year March 31, 2024 stood at 505.01 Lakhs whereas for the financial year March 31, 2023, it stood at 163.51 Lakhs representing an increase of 208.86%.

Tax Expenses

Tax Expenses for the financial year March 31, 2024 stood at 96.54 Lakhs, out of which the Current Tax was 86.24 Lakhs and the Deferred Tax being (2.22) Lakhs and 12.52 lakhs was earlier tax remaining, whereas in the financial year March 31, 2023 it stood at 31.33 Lakhs out of which for current tax being 32.45 Lakhs and deferred tax being (1.11) Lakhs representing a substantial increase of 208.04%.

Reason: The tax expenses increased for the financial year due to an increase in profit before tax which, for March 31, 2024 was 505.02 lakhs as compared to previous year which stood at 163.52 lakhs, representing an increase of 208.14%.

Restated Profit after Tax

The restated profit after tax for the financial year March 31, 2024 stood at 408.47 Lakhs whereas for the financial year March 31, 2023, it stood at 132.17 Lakhs representing an increase of 209.05% on account of increase in revenue from operations by 11.51%.

Increase in PAT Justification:

Riyaasat witnessed a significant increase in Profit after Tax by 209.05%, reaching 408.47 Lakhs from 132.17 Lakhs in the previous year. This increase is attributed to the following:

Growth in revenue from operation by 9.27%.

Focus on manufacturing by third party manufacturers, resulting in better margin as compared to trading of finished goods.

Cash Flows

	As on Period/Year ended on
Particulars	January 31, 2026	March 31, 2025	March 31, 2024	March 31, 2023
A. Net cash provided / (used) by operating activities	(272.60)	149.42	(272.76)	(112.39)
B. Net cash provided / (used) by investing activities	(2,525.97)	(650.16)	(41.16)	(39.28)
C. Net cash provided / (used) by financing activities	2,780.56	534.64	307.35	150.13

Cash Flows from Operating Activities

In-spite of consistent growth in Profit Before Tax over the years, the net cash from operating activities during the periods under review reflects a temporary negative position, primarily due to the Company s strategic investments in working capital to support expansion and future revenue growth. However, the company has generated positive revenue from its operations.

Net cash from operating activities for the period ended January 31, 2026 was at ( 272.60) lakhs as compared to the Profit Before Tax at 514.88 lakhs. This negative cash flow from operations was primarily on substantial increase in inventories and trade payables for the given period.

Net cash from operating activities for the period ended March 31, 2025 was at 149.42 lakhs as compared to the Profit Before Tax at 587.69 lakhs. This positive cash flow from operations was primarily on account of profit before tax and increase in other current liabilities.

Net cash from operating activities for March 31, 2024 was at (272.76) lakhs as compared to the Profit Before Tax at 505.01 lakhs. This was primarily on account of increase in inventories of 969.57 lakhs, and decrease in trade payable of 79.20 lakhs.

Net cash from operating activities for March 31, 2023 was at (112.39) lakhs as compared to the Profit Before Tax at 163.51 lakhs This was primarily on account of increase in inventories of 448.82 lakhs and increase in short term loans and advances of 245.14 lakhs including advances to suppliers.

Cash Flows from Investment Activities

During the periods under review, the Company has consistently made investments in fixed assets and other long-term resources, reflecting its commitment towards strengthening infrastructure, expanding capacity, and supporting long-term business growth.

In the Period ended January 31, 2026, the net cash invested in Investing Activities was ( 2,525.97) lakhs which is the highest investing activity during the 3 financial years under review. This was mainly on account of purchase of fixed assets amounting to 3,168.17 lakhs.

In the Period ended March 31, 2025, the net cash invested in Investing Activities was (650.16) lakhs which is the highest investing activity during the 3 financial years under review. This was mainly on account of increase in non current assets towards advance for purchase of property amounting to 637.75 lakhs.

In March 31, 2024, the net cash invested in Investing Activities was (41.16) lakhs. This was mainly on account of purchase of fixed assets of 32.86 lakhs and increase in other non-current assets 8.30 lakhs.

In March 31, 2023, the net cash invested in Investing Activities was (39.28) lakhs. This was mainly on account of purchase of fixed assets of 19.50 lakhs and increase in other noncurrent assets 19.78 lakhs.

Cash Flows from Financing Activities

The Company has consistently strengthened its financial position through timely infusion of equity and efficient use of borrowings to support its operational expansion and strategic growth initiatives.

In the period ended on January 31, 2026, the net cash from financing activities was 2,780.56 lakhs. This was on account of Proceeds from Long Term Borrowings of 2,533.72 lakhs, proceeds from short term borrowings of 476.15 lakhs.

In the period ended on March 31, 2025, the net cash from financing activities was 534.64 lakhs. This was on account of Proceeds from Long Term Borrowings of 199.88 lakhs, proceeds from short term borrowings of 212.36 lakhs as well as proceeds from Issue of Share Capital including Premium 200.05 lakhs.

In March 31, 2024, the net cash from financing activities was 307.35 lakhs. This was on account of Proceeds from Short Term Borrowings of 463.57 lakhs.

In March 31, 2023, the net cash from financing activities was 150.13 lakhs. This was on account of Proceeds from Long Term Borrowings of 90.73 lakhs and Proceeds from Issue of Share Capital including Premium 70.00 lakhs.

INFORMATION REQUIRED AS PER ITEM (II) (C) (I) OF PART A OF SCHEDULE VI TO THE SEBI REGULATIONS:

1. Unusual or Infrequent events of transactions

Except as described in this Red Herring Prospectus, during the period under review there have been no other events or transactions that, to our knowledge, may be described as unusual or infrequent .

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

Other than as described in the section titled Risk Factors beginning on page 22 of this Red Herring Prospectus, to our knowledge there are no known significant economic changes that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.

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

Other than as described in this Red Herring Prospectus, particularly in the sections Risk Factors and Management s Discussion and Analysis of Financial Position and Results of Operations on pages 22 and 282, respectively, to our knowledge, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on our sales, revenues or income from continuing operation.

4. Future relationship between cost and revenue

To the best of our knowledge, there are no future relationship between cost and revenue that would be expected to have a material adverse impact on our operations and revenues. However, increase in the cost of our raw material, may affect the profitability of the Company. Further, we may not be able to pass on the increase in prices of the services which is being procured form third party suppliers to the customers in full and this can be offset through cost reduction.

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

Increases in our revenues are by and large linked to increases in the volume of business.

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

The Company operates in the Textile Industry. Relevant industry data, as available, has been included in the chapter titled Industry Overview beginning on page 132 of this Red Herring Prospectus. Further, other than as disclosed in the Restated Financial Information, we do not have any separate reportable business segments. For further details, please see section titled Restated Financial Statement on page 225.

7. Status of any publicly announced new products or business segments.

Our Company has not announced any new services and segment / scheme, other than disclosure in this Red Herring Prospectus.

8. Competitive Conditions

We expect to continue to compete with existing and potential competitors. We have, over a period of time, developed certain competitive strengths. For details, please refer to the discussions of our competition in the sections Risk Factors , Industry Overview and Our Business on pages 22, 132 and 151 respectively.