Shree Tulsi Online.Com Ltd Management Discussions

Pursuant to Listing Regulation of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 aligned with Companies Act, 2013, the Management Discussion & Analysis Report for the year under review is given below;

Background:-

The Management Discussion and Analysis (MD&A) Report provides an overview of the developments in the Companys business, its financial and operational performance since the last report, and the future outlook. This Report forms part of the Directors Report and the Audited Financial Statements, which together constitute the Annual Report.

Certain statements in this Report relating to projections, outlook, expectations, estimates, and similar matters may constitute forward-looking statements within the meaning of applicable laws and regulations. These statements are based on managements current expectations and are subject to risks and uncertainties. Actual results may differ materially from those expressed or implied in such statements.

Several factors could cause the Companys actual performance to differ significantly from the projections, estimates, or expectations, including climatic conditions, economic conditions affecting demand and supply, changes in government regulations and policies, taxation, natural calamities, and other factors beyond the Companys control.

Market, scenario

Indias retail industry is projected to grow significantly, reaching approximately US$ 1.6-1.93 trillion by 2030 from around US$ 1.06-1.12 trillion in 2025. The sector ranks among the largest globally and continues to contribute substantially to the nations GDP (over 10%). Despite economic fluctuations, the India consumption story remains robust, supported by rising incomes, urbanization, and digital adoption.

India has the third-highest number of e-retail shoppers globally (after China and the US). New-age logistics players are scaling rapidly to support the booming direct-to-consumer (D2C) segment. Online used-car transaction penetration is expected to grow multiple-fold over the next decade.

Indias e-commerce market, valued at around US$ 125 billion in 2024, is projected to reach US$ 345 billion by 2030 and US$ 550 billion by 2035. This growth is driven by increasing digital adoption, smartphone penetration, changing consumer behaviour, and strong infrastructure improvements. Meanwhile, mall vacancy rates have declined, reflecting sustained demand for physical retail alongside online channels.

As of recent estimates, Indias online shopper base has grown substantially and is expected to approach ~500 million by 2030. The countrys digital economy is on track to contribute nearly 20% to national income by 2029 - 30 and is expected to touch around US$ 800 billion-1 trillion by 2030.

As per industry reports, organised food & grocery retailers are witnessing healthy topline growth in the midteens percentage range, supported by quick commerce, modern retail formats, and resilient consumer demand.

Growth Drivers for retail in India

1. Favourable Demographics:

Indias large and young population, rising middle class, urbanization, changing lifestyles and consumption patterns, and favourable government initiatives continue to serve as major growth engines for the retail industry.

• Population and Youth Dividend : Indias population is projected to reach approximately 1.47 billion in 2026, with a median age of around 29.2-29.4 years. The working-age population (15-64) constitutes about 66-68%, providing a strong demographic dividend. Nearly 65% of the population is under 35, supporting sustained consumption growth.

• Rising Middle Class : The middle class is expanding rapidly due to rising incomes. Projections indicate it could reach significant scale (earlier estimates around 500+ million by mid-2020s), driving demand for organized retail, branded goods, and discretionary spending. By the mid-2030s, middle and affluent consumers are expected to account for the vast majority of spending.

• Urbanization : Urban population share stands at around 35-37.6% in recent years (2024-2026), with continued migration to cities creating concentrated demand hubs. This fuels organized retail formats, malls, and e-commerce integration. Tier II/III cities are increasingly important growth areas.

• Government Initiatives : Policies like GST, ONDC (facilitating small traders and digital commerce), infrastructure development, and schemes boosting rural/urban consumption support formalization and retail expansion.

The retail market is projected to grow robustly, with estimates ranging from reaching ~USD 1.4-2 trillion by

2030-2034 at CAGRs of 9-12.8% or higher in segments.

2. Rise in Income and Purchasing Power

India maintains its position as the 3rd largest economy by GDP (PPP) . Latest IMF/World Bank-aligned data

shows India at approximately $16.2 trillion (World Bank 2024) to $18.9 trillion (IMF 2026 projections), behind

China and the US.

• Per capita GDP (PPP) has risen to around $11,160 (2024 data).

• Poverty Reduction : Extreme poverty has been dramatically reduced. Using the $2.15/day line, it fell from 16.2% (2011-12) to 2.3% (2022-23), lifting ~171 million people. Broader measures (e.g., $3/day 2021 PPP) show rates around 5.3%. This has boosted the base for mass-market retail.

• Overall economic growth remains strong (e.g., 7.7% in FY ending March 2026 in some reports), supporting higher disposable incomes, especially in the expanding middle class.

Low cost of living in many areas and rising real incomes continue to enhance purchasing power.

3. Change in Consumer Mindset:

The shift from traditional to organized and online retail has accelerated. Key characteristics include:

• Prioritization of convenience, wider selection, price sensitivity, trust in digital payments (UPI boom), reliance on reviews, evolving loyalty, technology adoption, and demand for fast delivery.

• E-commerce : Expected to reach US$ 53 billion in 2024, growing to $91+ billion by 2029, with broader online retail projections up to $120-190 billion in coming years. Penetration is rising, especially postpandemic, with phygital (online-offline) models thriving. Quick commerce and non-metro growth are notable trends.

• Consumers increasingly embrace branded and quality products amid higher aspirations.

4. Brand Consciousness:

This remains strong, influenced by economic growth, social media, and aspirational spending. Brands must focus on value, innovation, authenticity, and Omni channel presence to capture evolving preferences, particularly among younger, urban, and digitally savvy consumers.

5. Easy Consumer Credit and Increase in Quality Products

Consumer credit has expanded significantly, enabling purchases of durables, vehicles, homes, and discretionary items, while quality/branded products proliferate.

• Unsecured Retail Loans: Share stabilized around 25% of retail loans (e.g., 25.0% as of March 2025 per RBI data). Outstanding unsecured retail loans for scheduled commercial banks reached ~Rs. 15.09 lakh crore as of March 2025 (personal loans ~Rs. 10.31 lakh crore, credit cards ~Rs. 2.95 lakh crore). Growth has moderated post-RBI measures (higher risk weights), with some slowdown in FY25, but overall retail credit remains a key driver.

• Retail loans as a share of total bank credit have risen substantially (e.g., to ~33% in FY25 in some analyses). Total retail credit stood at high levels (~Rs. 82 trillion in FY25 per some reports), with continued but more measured growth expected.

• GNPA ratios for unsecured segments have seen slight increases (e.g., to 1.82% by March 2025), prompting regulatory vigilance, but household debt remains relatively low globally.

Government Initiatives

The Government of India continues to support the growth of the retail industry through policy reforms, FDI liberalization, infrastructure development, and digital initiatives. Key updates and the current scenario are as follows:

• Andhra Pradesh Retail Parks Policy 2021-26: In July 2021, the Andhra Pradesh government announced the Retail Parks Policy 2021-26, targeting ^5,000 crore (approx. US$600-675 million, depending on exchange rates) in retail investments over five years and aiming to create around 50,000 additional direct jobs. The policy encourages retail trade parks with a minimum investment of ^100 crore and significant employment generation, focusing on organized retail, district-level hubs, and sectors like textiles. It remains active through 2026, with provisions for incentives, single-desk clearances, and infrastructure support. Recent state industrial policies (e.g., Industrial Development Policy 4.0 and Private Industrial Parks Policy) complement this by emphasizing plug-and-play infrastructure, though specific progress updates on retail park achievements are limited in public reports.

• FDI in Food Processing and Retail Trading: The government has refined FDI rules to boost Made in India products. 100% FDI is permitted under the automatic route for manufacturing of food products and for trading (wholesale/retail, including e-commerce) of a manufacturers own food products produced in India. Trading (including through e-commerce) in food products manufactured/produced in India by other entities is allowed under the government approval route. This provides clarity and opportunities for e-commerce platforms and foreign retailers while prioritizing domestic production. The broader FDI policy remains under continuous review to attract investment.

• FDI in E-commerce and Online Retail: 100% FDI under the automatic route continues to be allowed for the marketplace model of e-commerce (facilitating transactions between buyers and sellers without owning inventory). FDI is not permitted in the inventory-based model (where the entity owns and sells inventory directly). Single-brand retail trading (SBRT) also enjoys up to 100% FDI under the automatic route, with relaxations on local sourcing and e-commerce operations for entities with physical stores. These policies have provided regulatory clarity, supported organized retail growth, and attracted

significant foreign investment. Multi-brand retail trading remains capped at 51% under the government route.

Additional Recent and Ongoing Initiatives (2024-2026)

• Digital and Open Network Initiatives: Expansion of the Open Network for Digital Commerce (ONDC)

to promote inclusive, interoperable e-commerce, reducing platform dependency and benefiting small retailers. The Government e-Marketplace (GeM) has seen massive growth in public procurement.

• Production Linked Incentive (PLI) Schemes: Extended or modified for relevant sectors (e.g., textiles, food processing, electronics) to boost manufacturing, exports, and retail supply chains.

• GST and Ease of Doing Business: Continued streamlining of taxation and compliance benefits retailers and e-commerce players.

• National and State-Level Support: Broader policies under Make in India, Digital India, and state- specific incentives (e.g., infrastructure for retail parks, skill development). Focus on organized retail expansion, quick commerce, and omnichannel models amid projected sector growth (retail market heading toward US$1.9+ trillion by 2030, with e-retail rising significantly).

These measures have helped formalize the retail sector, attract investments (including from global players like

IKEA), and support both physical and digital retail. Policies are periodically reviewed; for the absolute latest

circular, refer to the Department for Promotion of Industry and Internal Trade (DPIIT) Consolidated FDI Policy.

Overview: -

Global growth is projected to slow to 3.1 percent in 2026 (from around 3.2-3.3% in 2025 and recent prior years), with a rebound to around 3.2 percent in 2027 under baseline assumptions.

This represents a downgrade from earlier 2026 forecasts (which had anticipated steady or slightly stronger growth near 3.3%), primarily due to the impact of the Middle East conflict (energy price shocks, supply disruptions, and confidence effects), alongside ongoing trade tensions, policy uncertainty, and high debt levels.

Current market scenario & Future Outlook

According to the Ministry of Commerce and Industry, FY 2025-26 (April 2025-March 2026) saw Indias total exports (merchandise + services) reach a record high of approximately US$ 860.09 billion, registering a growth of about 4.22% over the previous year.

• Merchandise exports stood at around US$ 441.78 billion, showing modest/steady growth (roughly 0.9-1% range compared to FY25s ~US$ 437 billion).

• March 2026 recorded the highest monthly merchandise exports of the fiscal year at US$ 38.92 billion.

• Services exports remained a key driver of overall growth, contributing significantly to the total.

Basis of preparation and presentation of our Financial Statements: -

The Financial Statements have been prepared and presented under the historical cost convention, unless otherwise specifically stated, on the accrual basis of accounting and comply with the applicable accounting standards referred to in the Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

Review of Operation: -

The Company operates mainly in Indian Market and engaged in Business of Consultancy. The management of Shree Tulsi Online.Com Limited presents the analysis of performance of the Company for the Financial Year 2025-2026 and its outlook for the future. This outlook is based on assessment of the current business environment. It may vary due to future economic and other developments. Total revenue from operation of the Company of FY 2025-26 under review is ^ 6.21 Lakh against ^ 0.48 Lakh in previous year.

O pportunities and Threats: -

Opportunities

The niche for growth within the current market players and new entrants will continue to support the business, particularly in the consultancy sector driven by digital transformation, sustainability, and manufacturing advisory services. Indias consulting market, valued at around USD 13 billion in 2025, is projected to reach USD 24 billion by 2032 at a CAGR of ~11%, fueled by Digital India, Startup India, and demand for IT/management/sustainability consulting.

The Startup India initiative and fostering of an entrepreneurial spirit continue to create significant employment opportunities. As of early 2025-2026, over 1.61 lakh DPIIT-recognized startups have generated millions of direct and indirect jobs, with strong growth in Tier-2/3 cities and sectors like tech, services, and manufacturing.

Make in India (including 2.0/3.0 phases) and incentives for global players (e.g., PLI schemes, semiconductor missions, GCC expansion) are aiding manufacturing resurgence, FDI inflows, and employment generation. Manufacturing GVA has shown strong growth (e.g., 9.1% in recent quarters), with focus on electronics, pharma, auto, and clean energy. India is positioning itself in global supply chains via FTAs and China+1 strategies.

Corporate tax benefits remain supportive. Domestic companies with turnover up to ^400 crore continue to benefit from the 25% rate (plus surcharge/cess), with options for lower effective rates (e.g., 22% under Section 115BAA) for many firms. Recent budgets emphasize tax incentives, infrastructure push, and ease of doing business.

Threats

a) Intense competition in the Indian market from large domestic and international players, including in consulting and related services.

b) Unfavorable government regulations or policy shifts, though overall reforms trend positive.

c) Macroeconomic uncertainties: Global trade tensions (e.g., US tariffs), geopolitical risks, and potential slowdown in 2026-2027 (growth projected at 6.3-6.9%, still robust but moderated).

d) Risk of slowdown in industrialization/business environment amid global headwinds, though public investment and domestic demand provide buffers.

e) Talent retention challenges: High demand for skilled professionals (especially in AI, tech, consulting) leads to poaching by competitors.

f) Inability to retain top talent due to competitive salaries, opportunities in GCCs/startups, and skill shortages.

g) Geographic concentration in East India with limited pan-India coverage, while growth accelerates in South, West, and emerging Tier-2 cities.

h) Rising operational costs (manpower, infrastructure, overheads) amid inflation pressures and infrastructure scaling needs.

Challenges to the Indian economv:-

Widespread poverty and unemployment remain major concerns, though multidimensional poverty has declined and targeted schemes continue. Indias large, growing population and the need to generate ~8 million non-farm jobs annually pose ongoing hurdles. The economy is transitioning further toward services (strong contributor to GDP and exports) while agriculture still employs a large share of the workforce.

Government initiatives like MGNREGA , PMGKY , skilling programs, and recent Budget focuses on youth employment, MSMEs, manufacturing, and human capital development persist. Education and health spending trends upward but remains a relatively small portion of GDP. Structural issues include skills gaps, low female labor participation, regional disparities, and quality job creation in manufacturing/services.

Risk and Concerns: -

Uncertainties in business continue to offer both opportunities and downside risks. The Company should maintain a well-structured risk management system.

Key pressures include:

• Margin compression.

• High manpower and infrastructure costs.

• Availability of substitutes and higher overheads.

• Global trade uncertainties (tariffs, export slowdowns in IT/textiles/manufacturing).

• Talent shortages and retention issues.

• Execution risks in reforms and infrastructure.

These are especially relevant as the firm expands into competitive markets. However, supportive factors like easing inflation (near RBIs 4% target), monetary easing potential, public investment, and domestic resilience provide buffers. India is expected to remain one of the fastest-growing major economies

Internal Financial Control and their Adequacy: -

The Company has in place well-defined internal control mechanisms and comprehensive internal audit programs with the activities of the entire organization under its ambit. The audit committee reviews the adequacy and effectiveness of the internal control systems and improvements are carried out to strengthen them.

Human Resources: -

Human resource development is paramount in every organization. The management continues to lay emphasis on identifying and developing talent on organization with a view to retain them and impart further training to those capable of handling additional responsibilities. This works to increase employee satisfaction within the organization, by providing employees with fresh challenges. Developing people and harnessing their ideas of high priority for the Company.

Your directors want to place on record their appreciation for the contribution made by employees at all levels, who through their steadfastness, solidarity and with their co-operation and support have made it possible for the Company to achieve its current status

Our professionals and employees are our most important assets. We believe that the quality and level of service that they deliver is a huge contributing factor in growth and development of the Company.

Discussion of Financial Performance: -

Directors of your Company are very hopeful to build up the performance of the company and post better results in the forthcoming financial year and to add value to the shareholders. The Company is hopeful of improving its turnover and bottom line and hopeful of posting better revenue ahead. Financial Highlights with respect to Operational Performance is as under:

(Rs in lakh s)

Particulars	2025-2026	2024-2025	2023-2024
Profit Before Tax	(09.80)	(15.46)	(15.36)
Profit after Tax	(10.14)	(40.39)	(15.79)
Earning Per Share	(0.04)	(0.17)	(0.07)

Details of Significant Changes: - Ratio

Sl. No.	Particular	F.Y. 25-26	F.Y. 24-25	Numerator	Denominator	Variation in %	Reason
1	Current Ratio	0.23	0.20	Current Assets	Current Liabilities	16.54	NA
2	Debt Equity Ratio	NA	NA	Total Debt	Shareholders Equity	NA	NA
3	Debt Service Coverage Ratio	NA	NA	Net Operating Income	Total debt Service	NA	NA
4	Return on Equity Ratio	-0.04	-0.16	Net Profit After Tax	Shareholders Equity	-73.81	Due to decrease in loss during the year.
5	Inventory Turnover Ratio	NA	NA	Cost of Goods Sold	Average Inventory	NA	NA
6	Trade Receivale Turnover Ratio			Average Receivable*12	Income from Operation	NA	NA
7	Trade Payable Turnover Ratio	NA	NA	Avereage Payable*12	Net Credit Purchases	NA	NA
8	Net Capital Turnover Ratio	0.02		Sales	Net Assets	0.02	NA
9	Net Profit Ratio	-1.63	-84.15	Net Profit After Tax	Total Revenue	-98.06	This is due to Net loss after tax is reduced and total revenue is increased.
10	Return on Capital Employed	-0.04	-0.06	Earnings before Interest and Tax	Capital Employed	-33.93	This is due to Net loss before tax is reduced during the year.
11	Return on investments			Differce in amount of investments	Initial Investments	NA	NA

NA - Not Applicable

Cautionary Statement: -

Statements made in the Management Discussion and Analysis Report describing the Companies objectives, expectations or predictions may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement important factors that influence the Companys operations, include global and domestic supply and demand conditions. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forwardlooking statements that speak only of their dates.