SS Retail Ltd Management Discussions

AACAGR of number of stores added (net of store closures) between March 31, 2024 to March 31, 2026.

During Fiscal 2025, we successfully opened 55 new stores in 55 days, a target which required extensive planning, execution, and coordinated efforts across multiple functions including real estate, projects, supply chain, finance, and human resources.

We intend to open 120 new stores each in Fiscal 2027 and in Fiscal 2028, and during the period April 1, 2026 till July 31, 2026 we have already opened 33 new stores. Out of these 120 stores, we intend to open 57 new stores in Fiscal 2027 and 58 new stores in Fiscal 2028 utilising up to Rs. 58.13 million in Fiscal 2027 and up to Rs. 66.40 million, respectively utilising the Net Proceeds (i.e., an aggregate amount of up to Rs. 124.53 million). We intend to utilise this amount from Net Proceeds towards expenditure for furniture and fixtures, office equipment and computers and IT systems (collectively, ‘Fit Outs) for these new stores. In addition to these 57 new stores in Fiscal 2027 and 58 new stores in Fiscal 2028, the cost for opening the additional stores that we intend to open is expected to be met through internal accruals and / or borrowings. For details see, ‘ Objects of the Offer - Funding capital expenditure for Fit Outs towards setting up of new stores in Fiscal 2027 and Fiscal 2028 on page 163. Our Company also intend to utilise Rs.

2,413.47 million from the Net Proceeds to meet our incremental net working capital requirements for Fiscal 2027 and Fiscal 2028, primarily towards purchasing inventory for our existing stores and new stores proposed to be opened by us. For details see, ‘ Objects of the Offer - Part funding of the incremental working capital requirements of our Company on page 173.

Our ability to open and operate new stores depends on several factors, including our internal research and standard operating procedures in relation to suitable locations and opening the relevant format of stores (i.e., based on the size of the store), the availability of suitable locations, acceptable rental costs, regulatory approvals, competitive dynamics, customer preferences, and overall economic conditions. As we intend to deepen and strengthen our position in Maharashtra while also expanding our operations in Goa, Karnataka, Madhya Pradesh, and Gujarat, our continued success will depend on our ability to identify and open new stores at commercially acceptable terms, and to maintain and increase growth from our existing stores network. Also, see ‘Our Business - Strategies - Deepening our penetration in existing geographies in line with the anticipated growth in industry demand and expanding our operations in adjacent identified geography i.e., Chhattisgarh on page 308.

Competition

We operate in a highly competitive environment comprising both organised and unorganised players. In the states where we operate, our key competitors include Croma, Reliance Digital, Vijay Sales and regional players such as Fone Box Retail Limited, Umiya Mobile Limited and others. We also face competition from major e-commerce platforms such as Flipkart and Amazon, which attract customers through competitive pricing and convenience. Seasonal online sale events - including Big Billion Days and the Great Indian Festival, further amplify online demand, as per the Knowledge Company Report. Some of our competitors may have greater financial, marketing, distribution and other resources than us, and may offer a wider range of products, services, prices, better discounts, promotions and customer loyalty programs. They may also have more established brand recognition, customer relationships, market presence and access to key suppliers and channels than us. Also, see ‘Our Business - Competition on page 328 and ‘Risk Factor no. 35 - We operate in a highly competitive and dynamic industry where customer preferences, economic conditions, disposable income, lifestyle trends, technological innovations, aesthetics, functionality, and regulatory changes can affect the demand for our products and impact our competitive position. Our success and future growth depend on our ability to understand/forecast customer demands and maintain relevant inventory. Any failure to attract customers or if we are unable to understand/forecast customer demand accurately and maintain an optimal level of inventory, then our business, financial condition and results of operations may be adversely affected. on page 41. Despite the significant competition, our revenue from operations have increased at a CAGR of 39.58% from Rs. 12,067.43 million in Fiscal 2024 to Rs. 23,510.31 million in Fiscal 2026, and we have achieved a same store sales growth rate (SSSG) of 11.17% due to our continued focus on enhancing our in-store experience, strengthening customer relationships, optimising our product mix, improving operational efficiencies and leveraging our local partner approach strategy.

Category Mix and Margin Profile

Our margin profile is closely linked to the mix of revenue generated across our product categories. Each category of our products i.e., smartphones, accessories, electronics items, ancillary services and pre-owned smartphones, offer different margins and impact our store productivity and overall profitability. While during Fiscals 2026, 2025 and 2024 we derived Rs. 20,261.05 million, Rs. 13,995.17 million, and Rs. 10,656.62 million constituting 86.18%, 87.58%, and 88.31% of our revenue from operations from retailing mobile phones, respectively, we are strategically enhancing our focus on higher margin categories such as accessories, pre-owned smartphones and electronics items.

For instance, as per the Knowledge Company Report, pre-owned smartphones offer higher margins as retailers have greater pricing flexibility due to lower acquisition costs and absence of strict MRP (i.e., maximum retail price) regulations. Unlike new phones, where margins are OEM (i.e., original equipment manufacturer) or brand-controlled, the pre-owned model allows sellers to acquire devices at variable, often lower costs through trade-ins or buybacks. Further, faster upgrades among aspirational value conscious consumers are creating a steady supply of pre-owned devices with such consumers preferring to buy pre-owned premium phones with more features at a lesser price. For us, pre-owned smartphones create a self-sustaining upgrade cycle, where trade-ins of smartphones lead to demand and new device purchases create future pre-owned supply. Sale of pre-owned smartphones also increases the overall store productivity and sales per square feet as this category leverages existing store infrastructure without material incremental operating costs, as we operate our ‘Mobile Exchange Wala brand as a ‘shop in shop format in a demarcated area in some of the stores operating under the ‘SSMobile brand. In our experience, sale of pre-owned smartphones also delivers strong contribution per device for us, aided by efficient refurbishment and standardised quality checks.

Further, as per the Knowledge Company Report, mobile accessories contribute significantly to retail profitability through higher margins as compared to mobile phones. Accessories sales benefits from low average selling prices, making products like earphones and cables attractive for impulse purchases across offline and online channels. Additionally, products like chargers, cables, and earphones are prone to regular wear-and-tear, while evolving device compatibility and user preferences lead to frequent upgrades. Lower procurement cost coupled with pricing flexibility for accessories help us drive higher contribution from margins. Impulse purchases provide us with incremental revenue with minimal increase in customer acquisition cost. Sale of accessories and ancillary services along with mobile phones provide us with cross selling opportunities helping us increase the average bill value. Faster inventory rotation of accessories also helps improves working capital efficiency.

Our strategy to focus on higher margin categories such as accessories, pre-owned smartphones, electronics items and ancillary services is aimed towards improving our margins, financial performance and profitability.

1. Basis of Preparation of Restated Financial Information

1.1. Basis of preparation

Kindly refer Note 1.2 - Basis of Preparation of Annexure V - Basis of Preparation, Material Accounting Policies and Notes to the Restated Financial Information.

1.2. Basis of Consolidation

The Restated Financial Information comprises the audited consolidated financial statements of SS Retail Limited ("the Holding Company") and its subsidiaries as of and for the financial year ended March 31, 2026, the audited standalone financial statements of the Holding Company as of and for the financial year ended March 31, 2025 and special purpose standalone audited financial statements of the Holding Company as of and for the financial year ended March 31, 2024.

The Restated Financial Information have been prepared in accordance with the principles of Indian Accounting Standard (Ind AS) 110 - Restated Financial Information.

1.3. Principles of Consolidation

Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with an investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee only when it has:

• power over the investee through existing rights that give it the current ability to direct the relevant activities;

• exposure, or rights, to variable returns from its involvement with the investee; and

• the ability to use its power over the investee to affect those returns.

The Group reassesses whether it controls an investee if facts and circumstances indicate that there are changes to one or more of the above elements of control.

The financial statements of the subsidiaries are consolidated from the date on which control is obtained by the Group and continue to be consolidated until the date on which such control ceases.

The Restated Financial Information is prepared by combining, on a line-by-line basis, the financial statements of the Holding Company and its subsidiaries by adding together like items of assets, liabilities, equity, income, expenses and cash flows.

In preparing the Restated Financial Information:

• the carrying amount of the Holding Companys investment in each subsidiary is eliminated against the Holding Companys share of the equity of the subsidiary as at the date of acquisition;

• identifiable assets acquired and liabilities assumed are recognised at their acquisition-date fair values in accordance with Ind AS 103 - Business Combinations;

• goodwill arising on consolidation is recognised as the excess of the consideration transferred, together with the amount of non-controlling interest and the fair value of any previously held interest, over the net identifiable assets acquired. Where the Groups share of the net identifiable assets acquired exceeds the consideration transferred, the resulting gain is recognised in the Restated Statement of Profit and Loss after reassessment of the purchase price allocation;

• all intra-group balances, transactions, income, expenses, unrealised gains and unrealised losses arising from intra-group transactions are eliminated in full. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred;

• the financial statements of all Group entities used for consolidation are prepared as at the same reporting date. Where necessary, adjustments are made to align the accounting policies of subsidiaries with those adopted by the Holding Company to ensure consistency for like transactions and events in similar circumstances.

1.4. Non-controlling Interests

Non-controlling interests represent the portion of equity and profit or loss of subsidiaries attributable to equity holders other than the Holding Company. Non-controlling interests are presented separately in the Restated Statement of Assets and Liabilities within equity and separately in the Restated Statement of Profit and Loss and the Restated Statement of Changes in Equity.

Profit or loss and each component of Other Comprehensive Income are attributed to the equity holders of the Holding Company and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

Changes in the Groups ownership interest in a subsidiary that do not result in loss of control are accounted for as equity transactions. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the Holding Company.

When the Group loses control of a subsidiary, it derecognises the assets (including goodwill), liabilities and noncontrolling interests of the subsidiary, recognises the fair value of the consideration received and any investment retained, and recognises the resulting gain or loss in the Restated Statement of Profit and Loss.

1.5. Basis of Measurement

The Restated Financial Information have been prepared on the historical cost basis, except for certain financial instruments and other items that are required to be measured at fair value or amortised cost in accordance with the applicable Indian Accounting Standards (Ind AS).

The principal items measured at fair value include:

• Certain financial assets and financial liabilities measured at fair value through profit or loss (FVTPL) or fair value through other comprehensive income (FVOCI), as applicable;

• Defined benefit plan assets, where applicable.

• Assets acquired and Liabilities assumed as part of Business Combinations are measured at fair value on the acquisition date.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

1.6. Classification between Current and Non-current

All assets and liabilities have been classified as current or non-current as per the Groups normal operating cycle, paragraphs 66 and 69 of Ind AS 1 and other criteria as set out in the Division II of Schedule III to the Companies Act, 2013.

An asset is classified as current when it satisfies any of the following criteria:

• it is expected to be realised, sold or consumed in the Groups normal operating cycle;

• it is held primarily for the purpose of trading;

• it is expected to be realised within twelve months after the reporting date; or

• it is cash or cash equivalents

All other assets are classified as non-current.

A liability is classified as current when:

• it is expected to be settled in the Groups normal operating cycle;

• it is held primarily for the purpose of trading;

• it is due to be settled within twelve months after the reporting date; or

• the Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

The Group classifies all other liabilities as non-current.

Deferred tax assets and deferred tax liabilities are classified as non-current assets and liabilities.

The Group has determined its normal operating cycle as twelve months based on the nature of its business.

1.7. Use of Estimates and Judgments

The preparation of the Restated Financial Information in conformity with Ind AS requires Management to make estimates and assumptions considered in the reported amounts of assets and liabilities, the disclosures of contingent assets and contingent liabilities at the date of financial statements and the reported income and expenses during the year. Management believes that the estimates used in preparation of the Restated Financial Information are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known/materialised.

Estimates and underlying assumptions are reviewed on an ongoing basis. Management considers the accounting estimates and assumptions discussed below to be its critical accounting estimates and, accordingly, provide an explanation of each below. Information about critical judgments made in applying accounting policies, as well as estimates and assumptions that have the most significant effect to the carrying amounts of assets and liabilities within the next financial year, are included in the following accounting policies.

Application of accounting policies that require critical accounting estimates and the assumptions having the most significant effect on the amounts recognized in the financial statements are:

• assessment of expected credit losses on financial assets;

• estimation of useful lives and residual values of property, plant and equipment and intangible assets;

• determination of impairment of non-financial assets and goodwill, where applicable;

• valuation of inventories;

• recognition and measurement of provisions and contingent liabilities;

• measurement of transaction price in a revenue transaction (sales returns);

• measurement of deferred tax assets and liabilities; and

• determination of the incremental borrowing rate and lease term in respect of leases, where applicable

1.8. Functional and Presentation Currency

These Restated Financial Information are presented in Indian Rupees in million ( Rs. in million), which is the functional currency of the Holding Company and each of its subsidiaries.

All amounts disclosed in the Restated Financial Information and notes thereto are presented in Indian Rupees and rounded off to the nearest million, unless otherwise stated.

1.9. Transactions and Balances

Transactions in foreign currency are translated into Indian rupees at the exchange rates at the date of the transaction.

Monetary assets and liabilities denominated in foreign currency are translated at the functional currency spot rates of exchange at the reporting date. Exchange differences arising on settlement or translation of monetary items are recognized in the statement of profit or loss.

Non-monetary items that are measured in terms of historical cost in foreign currency are translated using the exchange rates at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation difference on items whose fair value gain or loss is recognized in the statement of Other Comprehensive Income (OCI) or the statement of profit or loss is also recognized in the statement of OCI or the statement of profit or loss, respectively).

Application of accounting policies that require critical accounting estimates and the assumptions having the most significant effect on the amounts recognized in the Restated Financial Information are:

• Valuation of financial instruments

• Useful life of property, plant and equipment

• Useful life of intangible assets

• Provisions

2. Material Accounting Policies

2.1. Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is measured at the transaction price of the consideration received or receivable, considering contractually defined terms of payment and excluding taxes or duties collected on behalf of the government.

The Group has assessed that it is acting as the principal in all revenue arrangements, as it is the primary obligor, has pricing discretion, and bears inventory and credit risks. Revenue is recognized upon satisfaction of performance obligations, i.e., which generally coincides with the transfer of control to the customer at the time of delivery, in an amount that reflects the consideration the Group expects to receive in exchange for those goods or services.

Given the nature of the business, the period between the transfer of goods and receipt of payment from customers is generally immediate and typically less than one year for sales; hence, management has determined that no adjustment to transaction prices is required for the time value of money.

Revenue from sale of goods is recognised on delivery of merchandise to the customer, when the property in the goods is transferred for a price, and significant risks and rewards have been transferred and no effective ownership control is retained. Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates.

Revenue from commissions and incentives is recognized when the right to receive the income is established and the agreed contractual performance obligations have been fulfilled, in accordance with the terms of the underlying agreements. Such revenue is typically linked to the sale of goods.

2.2. Other Income

• Interest is recognized only when no uncertainty as to measurability or collectability exists. Interest on fixed deposits is recognized on time proportion basis considering the amount outstanding and the rate applicable.

• Rental Income is recognized on a straight-line basis over the lease term in accordance with the lease agreement, unless another systematic basis better represents the pattern in which the benefits are derived.

• Any other income other than that specifically mentioned above is recognized on an accrual basis.

Revenue from services is recognized towards commission income received from financers towards business extended to them, warranty services issued to the customers and marketing support services received from various brands.

2.3. Property, Plant and Equipment (PPE)

Property, plant & equipment represent a significant proportion of the asset base of the Group. The charge in respect of depreciation is derived after determining an estimate of the assets expected useful life and estimated residual value at the end of its life. The useful lives and residual values are reviewed annually and adjusted, if appropriate. Where an item of PPE comprises significant components with different useful lives, these components are specified separately.

The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology.

Property, plant and equipment is stated at cost less accumulated depreciation and where applicable accumulated impairment losses. Property, plant and equipment and capital work in progress cost include expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials, direct labour and any other costs directly attributable to bringing the asset to a working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located.

Capital work-in-progress comprises cost of property, plant and equipment (including related expenses), that are not yet ready for their intended use at the reporting date.

Gains and losses on disposal are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized net within "other income/other expenses" in the statement of profit and loss.

Direct expenditure incurred and other attributable costs on projects under construction are treated as expenditure during construction period pending capitalisation and are termed as Capital work-in-progress and shown at cost in the Balance Sheet.

The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is de-recognized. The costs of the day- to-day servicing of property, plant and equipment are recognized in the statement of profit and loss.

Depreciation in accounts is charged on Written down value method based on the managements estimate of useful life of each class of assets and considering the useful life prescribed by Schedule II of the Companies Act, 2013 on the cost, in accordance with the provisions of Ind AS 16 - Property, Plant and Equipment. Depreciation is calculated after considering the estimated residual value of the assets, if any.

Methods of depreciation of property, plant and equipment are reviewed at each financial year end.

2.4. Investment Property

Property that is held to earn rentals or for capital appreciation or both, is classified as an Investment Property. It is measured initially at its cost, including related transaction costs. Subsequently, it is carried at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Any gain or loss on disposal of investment property is determined as the difference between net disposal proceeds and the carrying amount of the property and is recognised in the Restated Statement of profit and loss. Transfer to, or from, investment property is done at the carrying amount of the property.

Depreciation of Investment property is provided on a Written Down Value (WDV) method over the estimated useful lives. Useful life of assets, as assessed by the management, corresponds to those prescribed by the schedule II of the Companies Act, 2013.

2.5. Business Combinations and Goodwill

The Group has accounted business combinations using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value. Acquisition- related costs are expensed as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their acquisition date fair values.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in OCI and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognises the gain directly in equity as capital reserve, without routing the same through OCI.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each

of the groups cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.

2.6. Intangible Assets

Intangible assets acquired by the Group are having life as mentioned below -

These are measured at cost less accumulated amortization and accumulated impairment losses. Costs includes expenditure that is directly attributable to the acquisition of the intangible asset.

All revenue expenses pertaining to research are charged to the profit and loss account in the year in which they are incurred.

Expenditure of capital nature is capitalized as fixed assets and amortised as per the Groups policy.

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, are recognized in profit or loss as incurred.

Amortization is recognized in the Statement of Profit and Loss on a straight line basis over the estimated useful lives of the intangible assets, commencing from the date they are available for use.

The Group recognises software as intangible assets where the recognition criteria prescribed under the applicable accounting standards are satisfied.

Based on technical evaluation done by the managements internal experts of the expected period over which the software is anticipated to generate future economic benefits, the useful life has been estimated over a range of 36 years.

The Group recognises acquired brands as intangible assets where the recognition criteria prescribed under the applicable accounting standards are satisfied.

Brands with a finite useful life are amortised on a straight-line basis over their estimated useful life. Based on managements assessment of the expected period over which the brand is anticipated to generate future economic benefits, the useful life of the brand has been estimated at 15 years. Accordingly, amortisation is charged on a straight-line basis over a period of 15 years.

The Group recognises trade mark acquisition as intangible assets where the recognition criteria prescribed under the applicable accounting standards are satisfied. Based on technical evaluation done by the managements internal experts of the expected period over which the trade mark is anticipated to generate future economic benefits, the useful life has been estimated at 10 years.

The estimated useful life and amortisation method are reviewed at the end of each reporting period and revised prospectively, if appropriate, based on changes in the expected pattern of consumption of future economic benefits.

At each Balance Sheet date, the Group reviews the carrying amounts of its fixed assets to determine whether there is any indication that those assets suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. The recoverable amount is the higher of an assets net selling price and value in use. In assessing the value in use, the estimated future cash flows expected from the continuing use of the asset and from its ultimate disposal are discounted to their present values using a pre-determined discount rate that reflects the current market assessments of the time value of money and risks specific to the asset.

2.7. Right Of Use Assets

At the date of commencement of the lease, the Group recognise a ROU asset and a corresponding lease liability for all lease arrangements in which it is a lessee, except for short-term lease and lease of low-value assets.

The ROU assets are initially recognised at cost, which comprise the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct cost less any lease incentives.

They are subsequently measured at cost less accumulated depreciation and impairment losses, if any.

ROU assets are depreciated from the commencement date on a straight-line basis over the shorter the lease term and useful life of the underlying asset.

The ROU assets are subject to impairment. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

2.8. Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial asset

All financial assets are recognized initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Purchase or sale of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognized on the trade date, i.e., the date that the Group commits to purchase or sell the assets.

For purposes of subsequent measurement, financial assets are classified in four categories;

• at amortised cost

• at fair value through other comprehensive income

• at fair value through profit or loss

A financial asset is measured at the amortised cost if both the following conditions are met:

a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

This category is the most relevant to the Group. All the Loans and other receivables under financial assets (except investments) are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Trade receivables do not carry any interest and are stated at their nominal value as reduced by impairment amount.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the statement of profit and loss. The losses arising from impairment are recognised in the statement of profit and loss. This category generally applies to trade and other receivables.

Instruments included within the FVTPL category are measured at fair value with all changes recognized in the statement of profit and loss.

If the Group decides to classify an instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the statement of OCI. There is no recycling of the amounts from OCI to P&L, even on sale of investment. However, the Group may transfer the cumulative gain or loss within equity.

A financial asset (or, where applicable, a part of a financial asset or part of a Group of similar financial assets) is primarily derecognised (i.e. removed from the Group s balance sheet) when:

• The rights to receive cash flows from the asset have expired, or

• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material lay to a third party under a pass-through arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of the Group s continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

Impairment of Assets

As per the evaluation performed by the management, no impairment provision is required for property, plant and equipment and other fixed assets as of the reporting date. Since fixed assets are non-financial in nature, the Expected Credit Loss (ECL) model under Ind AS 109 is not applicable. Further, as per the impairment assessment carried out under Ind AS 36 - Impairment of Assets, there is no indication of impairment in the carrying value of fixed assets, and hence no impairment loss has been recognized in the financial statements.

In accordance with Ind-AS 109, the Group applies expected credit loss (ECL) model for measurement and recognition of impairment loss for following financial assets and credit risk exposures:

a) Financial assets that are debt instruments, and are measured at amortised cost e.g., loans, deposits, trade receivables, commission receivables, other advances and bank balances; and

b) Trade receivables

The Group follows ‘simplified approach for recognition of impairment loss allowance on trade receivables. The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. For recognition of impairment loss on other financial assets and risk exposure, the Group determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date. ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive. When estimating the cash flows, the Group is required to consider -

• All contractual terms of the financial assets (including prepayment and extension) over the expected life of the assets, and

• Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

Financial liabilities

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through the statement of profit or loss, loans and borrowings, trade payables and other payables.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Groups financial liabilities include trade and other payables, loans and borrowings including other payables. The measurement of financial liabilities depends on their classification, as described below:

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the statement of profit and loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Statement of Profit and Loss.

This category generally applies to interest-bearing loans and borrowings.

A financial liability is derecognised when the obligation under the liability is discharged, cancelled or it expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss.

2.9. Taxes

Current Income Tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The Group determines the tax as per the provisions of Income Tax Act 1961 and other rules specified thereunder.

Current income tax relating to items recognized outside the statement of profit and loss is recognized either in other comprehensive income or in equity. Current tax items are recognized in correlation to the underlying transaction either in OCI or directly in Other equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred Tax

Deferred tax is measured using the balance sheet approach on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except:

• When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction. affects neither the accounting profit nor taxable profit or loss.

• The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

• Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised, or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

• Deferred tax relating to items recognised outside the statement of profit and loss is recognised either in other comprehensive income or in equity. Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.

• Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same tax authority.

2.10. Inventories

Items of inventories are measured at lower of cost and net realizable value after providing for obsolescence, if any. Cost of inventories comprises of cost of purchase, and other costs including net of recoverable taxes incurred in bringing them to their respective present location and condition. Cost of finished goods, trading products are determined on "first-in-first-out (FIFO) basis".

2.11. Cash and Cash Equivalents

For presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Bank overdrafts and cash credits are shown within borrowings in current liabilities in the balance sheet.

2.12. Impairment of Non-Financial Assets

The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the assets recoverable amount. An assets recoverable amount is the higher of an assets or cash-generating units (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset unless the asset does not generate cash inflows that are largely independent of those from other assets or Group s assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

2.13. Borrowing Costs

Borrowing costs consist solely of interest expense incurred on borrowings used to fund business operations. These costs are charged to the Statement of Profit and Loss in the period in which they are incurred. Interest costs that are directly attributable to the acquisition or construction of qualifying assets are capitalized as part of the cost of those assets until the asset is ready for its intended use. Capitalization is suspended during extended periods in which active development of the qualifying asset is interrupted.

2.14. Lease Liabilities

The Group assesses at the inception of a contract whether it contains a lease. A contract is considered a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. Under this approach, the Group recognises a Right-Of-Use (ROU) asset and a corresponding lease liability at the lease commencement date.

Lease liabilities are initially measured at the present value of future lease payments that are not paid at the commencement date. These include:

• Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable,

• Variable lease payments based on an index or rate,

• Amounts expected to be paid under residual value guarantees,

• The exercise price of purchase options if the Group is reasonably certain to exercise the option,

• Penalties for terminating the lease, if applicable.

The present value is calculated using the Groups incremental borrowing rate at the lease commencement date, as the interest rate implicit in the lease is not readily determinable.

After the commencement date, lease liabilities are:

• Increased by interest cost,

• Reduced by lease payments made, and

• Re-measured to reflect changes such as lease modifications, changes in lease term, changes in future lease payments based on an index or rate, or reassessment of purchase/termination options.

The Group applies the following exemptions:

• Short-term lease exemption: For leases with a term of 12 months or less and no purchase option.

• Low-value asset exemption: For leases where the underlying asset is of low value (e.g., laptops, office furniture).

• Lease payments under these exemptions are recognised as expenses on a straight-line basis over the lease term.

2.15. Provisions and Contingent Liabilities

The Group recognizes a provision when there is a present legal or constructive obligation as a result of a past events and it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated.

Provisions are measured at the present value of managements best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognized as interest expense.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made.

2.16. Fair Value Measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or liability The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, if market participants act in their economic best interest.

A fair value measurement of a non-financial asset considers a market participants ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

• Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities

• Level 2- Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

• Level 3 -Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The Group s Management determines the policies and procedures for both; recurring fair value measurement, such as derivative instruments and unquoted financial assets measured at fair value, and for non-recurring measurement, such as assets held for distribution in discontinued operations.

At each reporting date, the Management analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Groups accounting policies. For this analysis, the Management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

The Management also compares the change in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable. For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

This note summarises accounting policy for fair value. Other fair value related disclosures are given in the relevant notes.

2.17. Earnings Per Share (EPS)

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post-tax effect of exceptional items, if any) by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post-tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential

dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for share splits / reverse share splits and bonus shares, as appropriate.

2.18. Employee Benefits

• Defined Contribution Plans (Provident Fund)

In accordance with Indian Law, eligible employees receive benefits from Provident Fund, which is defined contribution plan. Both the employee and employer make monthly contributions to the plan, which is administrated by the Government authorities, each equal to the specific percentage of employees basic salary. The Group has no further obligation under the plan beyond its monthly contributions. Obligation for contributions to the plan is recognized as an employee benefit expense in the Statement of Profit and Loss when incurred.

• Defined Benefit Plans (Gratuity)

In accordance with applicable Indian Law, the Group provides for gratuity, a defined benefit retirement plan (the Gratuity Plan) covering eligible employees. The Gratuity Plan provides a lump sum payment to vested employees, at retirement or termination of employment, and amount based on respective last drawn salary and the years of employment with the Group. The Group s net obligation in respect of the Gratuity Plan is calculated by estimating the amount of future benefits that the employees have earned in return of their service in the current and prior periods; that benefit is discounted to determine its present value. The discount rate is the yield at reporting date on risk free government bonds that have maturity dates approximating the terms of the Group s obligation. The calculation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a benefit to the Group, the recognized asset is limited to the total of any unrecognized past service cost and the present value of the economic benefits available in the form of any future refunds from the plan or reduction in future contribution to the plan. The Group recognizes all remeasurements of net defined benefit liability/asset directly in other comprehensive income and presented within equity.

• Compensated Absences

The employees of the Group are entitled to compensated absences; however, the Group does not allow encashment or payment in lieu of unutilized leave, either during employment or upon retirement/resignation. Unutilized accrued leave shall not be carried forward subject to the Groups leave policy. Since there is no liability towards encashment, the Group does not recognize any provision for compensated absences in its financial statements.

2.19. Segment Reporting

As the Groups business activity primarily falls within a single a single segment which is to retails trading of electronic items whose risks and returns are similar to each other, the disclosure requirements of Ind AS 108 - Operating Segments, are currently not applicable

3. Recent Accounting Pronouncements

Recent pronouncements Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. In May 2025, MCA notified amendments to Ind AS 21 - The Effects of Changes in Foreign Exchange Rates, applicable w.e.f. April 1, 2025. The Group has reviewed the amendment and based on its evaluation has determined that it does not have any significant impact in its financial statements.

In August 2025, MCA notified the following amendments to:

Ind AS 1, Presentation of Financial Statements, applicable w.e.f April 1, 2025 - The amendment relates to classification of liabilities as current or non -current and non-current liabilities with covenants. In the context of classifying a liability as current, it removes the requirement of existence of a right to defer settlement for at least 12 months after the reporting date, and instead requires that the said right should exist on the reporting date and have substance. The amendment also introduces guidance on classification of liabilities with covenants. The Group has no impact of these amendments in its classification criteria of current and noncurrent liabilities.

Ind AS 7, Statement of Cash Flows and Ind AS 107, Financial Instruments - Disclosures, applicable w.e.f April 1, 2025 - The amendment in Ind AS 7 requires to inform users of financial statements of the existence of supplier finance arrangements and explain the nature of the arrangements, the carrying amount of liabilities and the range of payment due dates. Ind AS 107 has been amended to add supplier finance arrangements as a factor that may cause concentration of liquidity risk. The Group has reviewed the amendment and based on its evaluation has determined that it does not have any significant impact in its financial statements.

Ind AS 12, International Tax Reform - Pillar Two Model Rules applicable immediately - The amendments provide a temporary mandatory relief from deferred tax accounting for top-up tax and disclose that they have applied the relief. This relief is immediate and applies retrospectively. The group has reviewed the amendment and based on its evaluation has determined that it does not have any significant impact on its Restated Financial Information.

Revenue from Operations Growth, Sales per sq. ft., Gross Profit, Gross Profit Margin, Operating Earnings before Interest, Taxes, Depreciation and Amortization Expenses (Operating EBITDA), Operating EBITDA Margin, Profit Before Tax (PBT) Margin, Profit After Tax (PAT) Margin, Debt Service Coverage Ratio, Net Debt, Net Debt to Operating EBITDA, Net Debt to Total Equity, Return on Equity (ROE), Return on Capital Employed (ROCE), Return on Capital Employed (ROCE) (Post tax), Net Working Capital Days, Inventory Turnover Ratio and Net Asset Value per Share.

In addition to our results determined in accordance with Ind AS, we believe the following Non-GAAP measures are useful to investors in evaluating our operating performance and liquidity. We use the following Non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that Non-GAAP financial information, when taken collectively with financial measures disclosed in the financial statements prepared in accordance with Ind AS, may be helpful to investors because it provides an additional tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial results with other companies in our industry because it provides consistency and comparability with past financial performance. However, our management does not consider these Non-GAAP measures in isolation or as an alternative to financial measures.

Certain non-GAAP financial measures and certain other statistical information relating to our operations and financial performance such as Revenue from Operations Growth, Sales per sq. ft., Gross Profit, Gross Profit Margin, Operating Earnings before Interest, Taxes, Depreciation and Amortization Expenses (Operating EBITDA), Operating EBITDA Margin, Profit Before Tax (PBT) Margin, Profit After Tax (PAT) Margin, Debt Service Coverage Ratio, Net Debt, Net Debt to Operating EBITDA, Net Debt to Total Equity, Return on Equity (ROE), Return on Capital Employed (ROCE), Return on Capital Employed (ROCE) (Post tax), Net Working Capital Days, Inventory Turnover Ratio and Net Asset Value per Share presented in this 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, Operating EBITDA is 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 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 Measures differently from us, limiting its usefulness as a comparative measure. Although Non-GAAP Measures is not a measure of performance calculated in accordance with applicable accounting standards, our Companys management believes that it is useful to an investor in evaluating us because it is a widely used measure to evaluate a companys operating performance.

See ‘Risk Factor no. 63 - Certain non-GAAP financial measures and certain other statistical information relating to our operations andfinancial performance like Revenue from Operations Growth, Sales per sq. ft., Gross Profit, Gross Profit Margin, Operating Earnings before Interest, Taxes, Depreciation and Amortization Expenses (Operating EBITDA), Operating EBITDA Margin, Profit Before Tax (PBT) Margin, Profit After Tax (PAT) Margin, Debt Service Coverage Ratio, Net Debt, Net Debt to Operating EBITDA, Net Debt to Total Equity, Return on Equity (ROE), Return on Capital Employed (ROCE), Return on Capital Employed (ROCE) (Post tax), Net Working Capital Days, Inventory Turnover Ratio and Net Asset Value per Share have been included in this Red Herring Prospectus. These non-GAAP financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable. on page 82.

Total income comprises (i) revenue from operations; and (ii) other income.

Revenue from operations

Our revenue from operations includes (i) sale of mobile phones, accessories and other electronic items; and (ii) other operating revenue. Other operating revenue includes sales incentive and other related income.

Other income

Our other income comprises (i) interest income; (ii) profit on sale of property; (iii) rent received; (iv) other income pursuant to impact of adjustments due to adoption of Ind AS; and (v) other income comprising incentive income and foreign exchange gain.

Our total expenses comprise (i) purchase of traded goods; (ii) changes in inventories of traded goods; (iii) employee benefits expense; (iv) finance costs; (v) depreciation and amortisation expense; and (vi) other expenses.

Purchase of traded goods

Purchase of traded goods comprises purchase of inventory for retail of (i) mobile phones of various brands; (ii) accessories of various brands categorised in (a) audio category which comprises bluetooth speakers, sound bars and trolley / karaoke speakers; (b) hearable category which comprises air buds/ ear buds, neck bands and headphones: (c) wearable category which comprises smart watches; and (d) others which comprise power banks and wireless power banks, power adaptors, chargers, cables comprising type C cables, lightning cables, micro cables and multi-pin cables and memory cards, pen drives and OTG (i.e., ‘on the go) pen drives; and (iii) other electronic items comprising televisions, laptops and tablets of various brands.

Changes in inventories of traded goods

Changes in inventories of traded goods reflects the change over the year to our inventories of various traded goods. Employee benefits expenses

Employee benefits expenses comprise salaries and wages, gratuity, contribution to provident fund and other funds and staff welfare expenses.

Finance costs

Finance costs comprise various interest expense and other borrowing costs.

Depreciation and amortisation expense

Depreciation and amortisation expenses comprise depreciation on property, plant and equipment, depreciation on investment property, amortisation of intangible assets and amortisation of right-of-use assets.

Other expenses

Other expenses comprise (i) commission expenses; (ii) dealer buy down and merchant discount rates charges; (iii) advertisement and sales promotion expenses; (iv) electricity and fuel expenses; (v) postage and courier expenses; (v) office expenses; (vi) stipend expenses; (vii) legal and professional expenses; (viii) rent expenses; (ix) auditors remuneration; (x) corporate social responsibility; (xi) write offs; and (xii) miscellaneous expenses.

Tax expense comprises (i) current tax; (ii) taxes related to earlier years; and (iii) deferred tax expense.

Set out below are select financial data from our restated statement of profit and loss for Fiscal 2026, Fiscal 2025 and Fiscal 2024, the components of which are also expressed as a percentage of our total income:

Note: All figures in decimals have been rounded off to the second decimal and all percentage figures have been rounded off to two decimal places. In certain instances, discrepancies in any table between the sums of the amounts listed in the table and totals are due to rounding off.

Total Income

Our total income increased by 47.06% from Rs. 15,999.61 million in Fiscal 2025 to Rs. 23,528.54 million in Fiscal 2026, primarily due to an increase in our revenue from operations as discussed below.

Revenue from operations

Our revenue from operations increased by 47.13% from Rs. 15,979.31 million in Fiscal 2025 to Rs. 23,510.31 million in Fiscal 2026, due to increase in retail of mobile phones, accessories and other electronic items on account of (i) increase in our stores from 347 stores as at March 31, 2025 to 503 stores as at March 31, 2026; (ii) increase in revenue from mobile phones from Rs. 13,995.17 million in Fiscal 2025 to Rs. 20,261.05 million in Fiscal 2026; (iii) increase in revenue from accessories from Rs. 704.26 million in Fiscal 2025 to Rs. 1,008.21 million in Fiscal 2026; and (iv) increase in revenue from pre-owned smartphones (Mobile Exchange Wala) from Rs. 912.84 million in Fiscal 2025 to Rs. 1,693.48 million in Fiscal 2026.

Other income

Our other income decreased by 10.20% from Rs. 20.30 million in Fiscal 2025 to Rs. 18.23 million in Fiscal 2026 due to a decrease in (i) interest income from Rs. 9.98 million in Fiscal 2025 to Rs. 8.28 million in Fiscal 2026 due to decrease in fixed deposits (more than 3 months maturity but less than 12 months maturity) from Rs. 69.67 million as at March 31, 2025 to Rs. 15.35 million as at March 31, 2026; (ii) rent received from Rs. 4.46 million in Fiscal 2025 to Rs. 1.19 million in Fiscal 2026; and (iii) profit on sale of property from Rs. 0.92 million in Fiscal 2025 to nil in Fiscal 2026. This amount was adjusted by increase in (i) other income pursuant to impact of adjustments on security deposits and right of use assets due to adoption of Ind AS from Rs. 4.94 million in Fiscal 2025 to Rs. 7.64 million in Fiscal 2026; and (ii) other income comprising incentive income and foreign exchange gain from nil in Fiscal 2025 to Rs. 1.12 million in Fiscal 2026.

Expense

Total Expense

Our total expenses increased by 46.82% from Rs. 15,470.73 million in Fiscal 2025 to Rs. 22,714.03 million in Fiscal 2026, due to the factors discussed below.

Purchase of traded goods

Our purchase of traded goods increased by 47.45% from Rs. 14,744.62 million in Fiscal 2025 to Rs. 21,741.13 million in Fiscal 2026 which was commensurate with our increase in revenue from operations.

Changes in inventories of traded goods

The movement in inventory of traded goods as set out below was pursuant to increase in our stores from 347 stores as at March 31, 2025 to 503 stores as at March 31, 2026.

*Comprises closing inventory of our Company of Rs. 2,101.55 million as at March 31, 2025 and inventory of Rs. 27.96 million of one of our Subsidiary i.e., Olineo Nexus India Private Limited which became our Subsidiary with effect from January 27, 2026.

Employee benefits expense

Our employee benefits expense increased by 64.59% from Rs.247.72 million in Fiscal 2025 to Rs.407.72 million in Fiscal 2026 primarily due to an increase in (i) salaries and wages from Rs.229.69 million in Fiscal 2025 to Rs.377.42 million in Fiscal 2026; and (ii) contribution to provident fund and other funds from Rs.11.74 million in Fiscal 2025 to Rs.14.09 million in Fiscal 2026 on account of increase in remuneration of employees as well as increase in our number of employees from 522 employees as at March 31, 2025 to 689 employees as at March 31, 2026.

Finance Costs

Our finance costs increased by 29.82% from Rs.126.85 million in Fiscal 2025 to Rs.164.68 million in Fiscal 2026 primarily due to an (i) increase in interest expense on financial liabilities measured at amortized cost from Rs.77.85 million in Fiscal 2025 to Rs.103.84 million in Fiscal 2026 due to increase in our working capital facilities availed from lenders from Rs.1,253.64 million as at March 31, 2025 to Rs.1,606.04 million as at March 31, 2026; and (ii) increase in interest on lease liability from Rs.41.14 million in Fiscal 2025 to Rs.55.35 million in Fiscal 2026 on account of increase in number of stores taken on lease during Fiscal 2026.

Depreciation and amortization expense

Our depreciation and amortization expense increased by 71.93% from Rs.168.98 million in Fiscal 2025 to Rs.290.53 million in Fiscal 2026 primarily due to an increase in (i) depreciation expense on property, plant and equipment (PP&E) from Rs.44.77 million in Fiscal 2025 to Rs.79.67 million in Fiscal 2026 on account of increase of new stores along with purchase of buildings, computers, furniture, fixtures and office equipment for new stores, vehicles and plant and machinery aggregating Rs.204.39 million; and (ii) amortization expense on right of use asset (ROU) from Rs.119.88 million in Fiscal 2025 to Rs.203.26 million in Fiscal 2026 on account of addition in ROU (Buildings) aggregating to Rs.383.89 million.

Other expenses

Our other expenses increased by 37.06% from Rs.879.14 million in Fiscal 2025 to Rs.1,204.93 million in Fiscal 2026 primarily due to increase in (i) commission expenses from Rs.315.92 million in Fiscal 2025 to Rs.502.45 million in Fiscal 2026 commensurate with increase in our revenue from operations as well as increase in our franchisee led COFO stores from 251 stores as at March 31, 2025 to 316 stores as at March 31, 2026 and FOFO stores from 43 stores as at March 31, 2025 to 103 stores as at March 31, 2026; (ii) dealer buy down and merchant discount rate charges from Rs.192.08 million in Fiscal 2025 to Rs.332.77 million in Fiscal 2026 pursuant to increase in EMI facilities availed by our customers and card transactions for purchase of our products, commensurate with increase in revenue from operations; (iii) advertisement and sales promotion expenses from Rs.69.44 million in Fiscal 2025 to Rs.82.86 million in Fiscal 2026 due to brand-building and customer acquisition initiatives, including digital campaigns and promotional spend during key festive periods; (iv) electricity and fuel expenses from Rs.47.13 million in Fiscal 2025 to Rs.69.83 million in Fiscal 2026 primarily due to increase in our stores from 347 stores as at March 31, 2025 to 503 stores as at March 31, 2026; (v) office expenses from Rs.29.71 million in Fiscal 2025 to Rs.53.57 million in Fiscal 2026 due to increase in our store network; (vi) miscellaneous expenses which comprises travelling expenses, insurance expenses, telephone expenses, computer, software and CCTV maintenance expenses, printing and stationary expenses, rates and taxes, property brokerage etc from Rs.42.64 million in Fiscal 2025 to Rs.82.97 million in Fiscal 2026, primarily due to expansion of our store network. This amount was adjusted by decrease in (i) legal and professional fees from Rs.23.25 million in Fiscal 2025 to Rs.19.72 million in Fiscal 2026; and (ii) write off from Rs.112.00 million in Fiscal 2025 of an amount that was advanced by us to one of our vendors to Rs.1.60 million in Fiscal 2026.

Profit before tax

As a result of the factors outlined above, our profit before tax increased by 54.01% from Rs.528.88 million in Fiscal 2025 to Rs.814.51 million in Fiscal 2026.

Tax expense

Our tax expense increased by 70.18% from Rs. 130.27 million in Fiscal 2025 to Rs. 221.69 million in Fiscal 2026 primarily due to increase in current tax from Rs. 142.50 million in Fiscal 2025 to Rs. 220.00 million in Fiscal 2026 on account of increase in our profit, deferred tax expense of Rs. (12.23) million in Fiscal 2025 as against a deferred tax expense of Rs. 2.25 million in Fiscal 2026, and taxes related to earlier years of Rs. (0.56) million in Fiscal 2026 as against nil in Fiscal 2025.

Profit after tax

As a result of the foregoing, our profit after tax increased by 48.72% from Rs. 398.61 million in Fiscal 2025 to Rs. 592.82 million in Fiscal 2026.

FISCAL 2025 COMPARED TO FISCAL 2024 Income

Total Income

Our total income increased by 32.44% from Rs. 12,080.43 million in Fiscal 2024 to Rs. 15,999.61 million in Fiscal 2025, primarily due to an increase in our revenue from operations as discussed below.

Revenue from operations

Our revenue from operations increased by 32.42% from Rs. 12,067.43 million in Fiscal 2024 to Rs. 15,979.31 million in Fiscal 2025, due to increase in retail of mobile phones, accessories and other electronic items on account of (i) increase in our stores from 236 stores as at March 31, 2024 to 347 stores as at March 31, 2025 including expansion in newer geographies i.e. Madhya Pradesh and Karnataka during Fiscal 2025; (ii) increase in revenue from mobile phones from Rs. 10,656.62 million in Fiscal 2024 to Rs. 13,995.17 million in Fiscal 2025; (iii) increase in revenue from accessories from Rs. 619.76 million in Fiscal 2024 to Rs. 704.26 million in Fiscal 2025; and (iv) increase in revenue from pre -owned smartphones (Mobile Exchange Wala) from Rs. 515.06 million in Fiscal 2024 to Rs. 912.84 million in Fiscal 2025.

Other income

Our other income increased by 56.15% from Rs. 13.00 million in Fiscal 2024 to Rs. 20.30 million in Fiscal 2025, primarily due to an increase in (i) interest income from Rs. 4.23 million in Fiscal 2024 to Rs. 9.98 million in Fiscal 2025 due to increase in fixed deposits (more than 3 months maturity but less than 12 months maturity) from Rs. 56.57 million as at March 31, 2024 to Rs. 69.67 million as at March 31, 2025; (ii) rent received from Rs. 4.05 million in Fiscal 2024 to Rs. 4.46 million in Fiscal 2025; and (iii) other income pursuant to impact of adjustments on security deposits and right of use assets due to adoption of Ind AS from Rs. 4.72 million in Fiscal 2024 to Rs. 4.94 million in Fiscal 2025.

Expense

Total Expense

Our total expenses increased by 31.91% from Rs. 11,728.34 million in Fiscal 2024 to Rs. 15,470.73 million in Fiscal 2025, due to the factors discussed below.

Purchase of traded goods

Our purchase of traded goods increased by 30.61% from Rs. 11,288.66 million in Fiscal 2024 to Rs. 14,744.62 million in Fiscal 2025 which was commensurate with our increase in revenue from operations.

Changes in inventories of traded goods

The movement in inventory of traded goods as set out below was pursuant to increase in our stores from 236 stores as at March 31, 2024 to 347 stores as at March 31, 2025.

Employee benefits expense

Our employee benefits expense increased by 28.67% from Rs.192.53 million in Fiscal 2024 to Rs.247.72 million in Fiscal 2025 primarily due to an increase in (i) salaries and wages from Rs.178.71 million in Fiscal 2024 to Rs.229.69 million in Fiscal 2025; and (ii) contribution to provident fund and other funds from Rs.8.90 million in Fiscal 2024 to Rs.11.74 million in Fiscal 2025 on account of increase in remuneration of employees as well as increase in our number of employees from 412 employees as at March 31, 2024 to 522 employees as at March 31, 2025.

Finance Costs

Our finance costs increased by 27.18% from Rs.99.74 million in Fiscal 2024 to Rs.126.85 million in Fiscal 2025 primarily due to an (i) increase in interest expense on financial liabilities measured at amortized cost from Rs.58.68 million in Fiscal 2024 to Rs.77.85 million in Fiscal 2025 due to increase in our working capital facilities availed from lenders from Rs.1,104.32 million as at March 31, 2024 to Rs.1,253.64 million as at March 31, 2025; and (ii) increase in interest on lease liability from Rs.29.71 million in Fiscal 2024 to Rs.41.14 million in Fiscal 2025 on account of increase in number of stores taken on lease during Fiscal 2025.

Depreciation and amortization expense

Our depreciation and amortization expense increased by 33.91% from Rs.126.19 million in Fiscal 2024 to Rs.168.98 million in Fiscal 2025 primarily due to an increase in (i) depreciation expense on property, plant and equipments (PP&E) from Rs.32.40 million in Fiscal 2024 to Rs.44.77 million in Fiscal 2025 on account of increase of new stores along with purchase of buildings, computers, furniture, fixtures and office equipments for new stores aggregating Rs.152.67 million; and (ii) amortization expense on right of use asset (ROU) from Rs.88.88 million in Fiscal 2024 to Rs.119.88 million in Fiscal 2025 on account of addition in ROU (Buildings) aggregating to Rs.374.09 million.

Other expenses

Our other expenses increased by 65.92% from Rs.529.85 million in Fiscal 2024 to Rs.879.14 million in Fiscal 2025 primarily due to increase in (i) commission expenses from Rs.249.25 million in Fiscal 2024 to Rs.315.92 million in Fiscal 2025 commensurate with increase in our revenue from operations as well as increase in our franchisee led COFO stores from 189 stores as at March 31, 2024 to 251 stores as at March 31, 2025 and FOFO stores from 19 stores as at March 31, 2024 to 43 stores as at March 31, 2025; (ii) dealer buy down and merchant discount rate charges from Rs.130.99 million in Fiscal 2024 to Rs.192.08 million in Fiscal 2025 pursuant to increase in EMI facilities availed by our customers and card transactions for purchase of our products, commensurate with increase in revenue from operations; (iii) advertisement and sales promotion expenses from Rs.35.02 million in Fiscal 2024 to Rs.69.44 million in Fiscal 2025 due to brand-building and customer acquisition initiatives, including digital campaigns and promotional spend during key festive periods; (iv) electricity and fuel expenses from Rs.29.31 million in Fiscal 2024 to Rs.47.13 million in Fiscal 2025 primarily due to increase in our stores from 236 stores as at March 31, 2024 to 347 stores as at March 31, 2025; (v) office expenses from Rs.18.86 million in Fiscal 2024 to Rs.29.71 million in Fiscal 2025 due to increase in our store network; (vi) legal and professional fees from Rs.15.22 million in Fiscal 2024 to Rs.23.25 million in Fiscal 2025; (vii) write off from nil in Fiscal 2024 to Rs.112.00 million in Fiscal 2025 of an amount that was advanced by us to one of our vendors; and (viii) miscellaneous expenses which comprises travelling expenses, insurance expenses, telephone expenses, printing and stationary expenses, rates and taxes, property brokerage etc from Rs.16.43 million in Fiscal 2024 to Rs.42.64 million in Fiscal 2025, primarily due to expansion of our store network.

Profit before tax

As a result of the factors outlined above, our profit before tax increased by 50.21% from Rs.352.09 million in Fiscal 2024 to Rs.528.88 million in Fiscal 2025.

Tax expense

Our tax expense increased by 52.11% from Rs.85.64 million in Fiscal 2024 to Rs.130.27 million in Fiscal 2025 primarily due to increase in current tax from Rs.86.32 million in Fiscal 2024 to Rs.142.50 million in Fiscal 2025 on account of increase in our profit, and deferred tax expense of Rs.(0.68) million in Fiscal 2024 as against a deferred tax expense of Rs.(12.23) million in Fiscal 2025.

As a result of the foregoing, our profit after tax increased by 49.60% from Rs.266.45 million in Fiscal 2024 to Rs.398.61 million in Fiscal 2025.

Liquidity and capital resources

As on March 31, 2026, we had a sum of Rs.279.21 million in cash and cash equivalents which comprised cash on hand and balance with banks.

Historically, we have been able to finance the growth of our business through the funds generated from our operations, equity infusion and loans from banks and financial institutions. We believe that with the internal accruals, loans, and infusion of the Net Proceeds, we will have sufficient capital to meet our anticipated working capital requirements for the 12 months following the date of this Red Herring Prospectus.

CASH FLOWS

The following table sets forth certain information concerning our cash flows for Fiscal 2026, Fiscal 2025 and Fiscal 2024:

Net cash (used in) /generated from operating activities

Fiscal 2026

Our net cash flow generated from operating activities was Rs.325.22 million in the Fiscal 2026. While our profit before tax was Rs.814.51 million, our operating profit before working capital changes stood at Rs.1,255.34 million after taking into account the adjustments primarily for depreciation and amortisation of Rs.290.53 million and interest and borrowing costs of Rs.164.68 million. Working capital changes included primarily an increase in (i) trade payables of Rs.380.50 million, (ii) inventories of Rs.1,094.96 million, and (iii) in other current financial assets of Rs.130.93 million, and a decrease in trade receivables of Rs.113.12 million. This was further adjusted by direct taxes paid of Rs.192.87 million.

The increase in cash from operating activities Fiscal 2026 as compared to Fiscal 2025 and Fiscal 2024 was primarily driven by higher profits and an increase in trade payables due to timing differences in payments. Significant purchases were made toward the end of the period, with payments scheduled for the subsequent month, resulting in a positive impact on the cash flow statement. Additionally, inventory levels also increased due to purchases made toward festival season in April (Akshay Tritiya).

Fiscal 2025

Our net cash flow generated from operating activities was Rs.14.17 million in Fiscal 2025. While our profit before tax in Fiscal 2025 was Rs.528.88 million, our operating profit before working capital changes stood at Rs.916.42 million in Fiscal 2025 after taking into account the adjustments primarily for depreciation and amortisation of Rs.168.98 million and interest and borrowing costs of Rs.126.85 million. Working capital adjustments included primarily an increase in (i) inventories of Rs.696.58 million, (ii) trade receivables of Rs.279.75 million, and (iii) other non-current financial liabilities of Rs.105.26 million, and a decrease in (i) other current financial assets of Rs.83.67 million, and (ii) other current assets of Rs.38.29 million. This was further adjusted by direct taxes paid of Rs.141.79 million.

Fiscal 2024

Our net cash flow used in operating activities was Rs.(49.25) million in Fiscal 2024. The primary reason for cash flow used in operating activities of Rs.(49.25) million was due to significant purchase of mobile phones, accessories and other electronic items aggregating Rs.803.33 million during March 2024 (i.e., last month of Fiscal 2024) to maintain

inventory for the Gudi Padwa festival on April 9, 2024. We have historically noticed a significant increase in our sales during this festive season.

While our profit before tax in Fiscal 2024 was Rs.352.09 million, our operating profit before working capital changes stood at Rs.564.39 million in Fiscal 2024 after taking into account the adjustments primarily for depreciation and amortisation of Rs.126.19 million and interest and borrowing costs of Rs.99.74 million. Working capital adjustments included primarily an increase in (i) inventories of Rs.508.63 million, (ii) other non-current financial liabilities of Rs.102.95 million, (iii) other current financial assets of Rs.67.79 million, and (iv) other current assets of Rs.66.67 million, and a decrease in trade payables of Rs.8.21 million. This was further adjusted by direct taxes paid of Rs.78.09 million.

Net cash flow (used in) /generated from investing activities

Fiscal 2026

Net cash flow used in investing activities in the Fiscal 2026 was Rs.307.11 million which comprised primarily (i) payment of Rs.289.85 million towards purchase of fixed assets / expenditure on construction of fixed assets including capital advances; and (ii) investment / maturity of fixed deposits more than 12 months (other non-current financial assets) of Rs.90.17 million.

Fiscal 2025

Our net cash flow used in investing activities in Fiscal 2025 was Rs.110.56 million which comprised primarily (i) payment of Rs.141.90 million towards purchase of fixed assets / expenditure on construction of fixed assets including capital advances; and (ii) sale proceeds from investment property of Rs.30.00 million.

Fiscal 2024

Our net cash flow used in investing activities in Fiscal 2024 was Rs.135.60 million which comprised primarily (i) payment of Rs.123.38 million towards purchase of fixed assets / expenditure on construction of fixed assets including capital advances; and (ii) investment / maturity of fixed deposits more than 3 months less than 12 months of Rs.32.96 million.

Net cash flow (used in) /generated from financing activities

Fiscal 2026

Net cash flow generated from financing activities in Fiscal 2026 was Rs.18.09 million which comprised proceeds from short term borrowings of Rs.348.27 million, proceeds from long term borrowings of Rs.24.00 million, issue of share capital of Rs.0.23 million, proceeds from securities premium of Rs.22.47 million, contribution from non-controlling Interest of Rs.22.58 million, payment of lease liability (principal amount) of Rs.182.13 million, payment of lease liability (interest amount) of Rs.55.35 million and payment of interest and borrowing costs of Rs.110.52 million.

Fiscal 2025

Our net cash flow generated from financing activities in Fiscal 2025 was Rs.71.74 million which comprised proceeds from short term borrowings of Rs.149.32 million, proceeds from issue of 8% compulsorily convertible debentures of Rs.150.00 million, payment of interest and borrowing costs of Rs.84.83 million, payment of lease liability (principal amount) of Rs.101.61 million and payment of lease liability (interest amount) of Rs.41.14 million.

Fiscal 2024

Our net cash flow generated from financing activities in Fiscal 2024 was Rs.400.52 million which comprised proceeds from short term borrowings of Rs.576.05 million, payment of interest and borrowing costs of Rs.70.49 million, payment of lease liability (principal amount) of Rs.75.33 million and payment of lease liability (interest amount) of Rs.29.71 million.

FINANCIAL INDEBTEDNESS

As on July 31, 2026, we had total outstanding borrowing aggregating Rs.2,752.21 million comprising fund-based borrowings aggregating Rs.1,981.87 million, non-fund-based borrowings aggregating Rs.137.62 million, and unsecured borrowing aggregating Rs.632.73 million. For further details of our indebtedness, see ‘FinancialIndebtedness on page 522.

CAPITAL EXPENDITURE

Set out below are the details of the capital expenditure incurred by us for Fiscal 2026, Fiscal 2025 and Fiscal 2024:

TRADE PAYABLES AGEING SCHEDULE

As on March 31, 2026

As on March 31, 2025

As on March 31, 2024

Set out below are the details of our contingent liabilities and commitments as at March 31, 2026, March 31, 2025 and March 31, 2024:

Our Company has outstanding performance bank guarantees as at March 31, 2026 aggregating to <80 million (as at March 31, 2025 aggregating to <70 million) issued to the vendors, namely Xiaomi Corporation and Sansui Electric Co. Ltd., in the ordinary course of business.

(1) Disputed Indirect Tax (GST) 2017-18 - The appeal No. JCST/APP/F-0001/KOL/GST-100/22-23/2024-25/O-133 has been allowed on merits, as per the detailed proceedings wherein AOs disallowance ofInput Tax credit merely on basis of late filing of returns by the parties has been rejected by the Appellate Authority via Order No. JCST/APP/F-0001/KOL/GST-100/22- 23/2024-25/B-468 dated October 23, 2024. As a result, the demand has been adjudicated and stands at < Nil and no contingent liability arises in this regard.

(2) Disputed Indirect Tax (GST) 2018-19 - Pursuant to a GST audit, our Company received a demand order dated 19 March 2024 for <6.09 million (comprising tax of <2.81 million, interest of <2.99 million and penalty of <0.28 million) in relation to alleged ineligible input tax credit availed from certain suppliers subsequently classified as non-genuine taxpayers. Our Company filed an appeal against the order. By order dated 18 March 2026, the Appellate Authority reduced the demand and determined the liability at <1.93 million. The Company, based on legal advice, has decided to challenge the order before the GST Appellate Tribunal. The appeal is pending to be filed, and our Company believes it has sustainable legal grounds. Accordingly, no provision has been recognised, and any liability, if any, will be accounted for upon final adjudication.

(3) Disputed Indirect Tax (GST) 2023-24 - Our Company has received a scrutiny notice in Form GST ASMT-10 under Section 61 of the CGST Act, 2017 in respect of FY 2023-24, relating to alleged discrepancies in input tax credit, interest on delayed payment of tax, and outward tax liability aggregating to approximately < 26.55 million. Our Company has submitted its response, and a personal hearing was conducted on February 10, 2026. The Company has filed a reply dated May 11, 2026 explaining the basis for its position in respect of the alleged discrepancies. The matter is currently under consideration by the GST authorities. Based on its assessment and legal advice, our Company believes it has a sustainable case, and accordingly, no provision has been recognised. Any liability, if any, will be accountedfor upon final adjudication.

Current Assets

We have engaged in the past, and may engage in the future, in transactions with related parties, including with our Directors, and Key Managerial Personnel on an arms length basis, in compliance with applicable law. For further details of our related party transactions, please see ‘Restated Financial Information - Note 43 - Related Party Disclosures on page 449.

There are no qualifications or reservations in our Restated Financial Information.

Other than as disclosed in the Restated Financial Information, there have been no changes in accounting policies in the last three Fiscals.

Our Companys principal financial liabilities, comprise of borrowings, trade and other payables. The main purpose of these financial liabilities is to finance our Companys operations, and projects capital expenditure. Our Companys principal financial assets include loans, investments, trade receivables and cash and cash equivalents.

Our activities expose us to a variety of financial risks such as credit risk, liquidity risk, interest rate risk etc. Our primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. Our senior management oversees the management of these risks and advises on financial risks and the appropriate financial risk governance framework for our Company.

Our Company has constituted a Risk Management Committee consisting of majority of directors and senior managerial personnel. We have a robust risk management policy to identify, evaluate business risks and opportunities. This policy seeks to create transparency, minimise adverse impact on the business objectives and enhance our competitive advantage.

Interest rate risk

Our Companys interest rate risk arises from borrowings. Our Companys interest rate risk exposure is majorly at a variable rate. The interest rate profile of the Companys interest-bearing financial instruments as reported to the management of our Company is as follows:

Interest rate risk sensitivity

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 rates. Our Companys exposure to the risk of changes in market rates relates primarily to our Companys debt obligations with floating interest rates.

Foreign currency risk

Foreign exchange risk arises on future commercial transactions and on recognised monetary assets and liabilities denominated in a currency other than our Companys functional currency. However, our Company does not have any significant foreign currency exposure during the reporting period, as all transactions are primarily denominated in Rs.. Accordingly, foreign exchange risk and related hedging activities are not applicable to our Company.

Credit risk

Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed and primarily relates to trade receivables, loans and investments. Credit risk is managed through credit approvals, credit limits and ongoing monitoring of the creditworthiness of counterparties.

For trade receivables, the Group applies the simplified approach prescribed under Ind AS 109 and assesses expected credit losses on a collective basis considering the nature of receivables, customer profile, current and forward-looking information, industry practices and managements assessment of recoverability. Based on this assessment, the expected credit loss is considered immaterial and, accordingly, no material loss allowance has been recognised.

Liquidity Risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are required to be settled by delivering the cash or another financial asset. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and unused borrowing facilities, by continuously monitoring projected / actual cash flows.

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they become due. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements.

The Group manages the liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk, such as equity price risk and commodity risk. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity price fluctuations, liquidity and other market changes. Financial instruments affected by market risk include loans and borrowings, deposits and investments.

Capital Management

Our Group manages its capital structure in a manner to ensure that it will be able to continue as a going concern while optimising the return to stakeholders through the appropriate debt and equity balance. Our Companys capital structure is represented by Equity (comprising issued capital, retained earnings and other reserves and non-controlling interest as detailed in Notes 18 and 19 of the Restated Financial Information) and Debt (borrowings as detailed in Note 24 of

the Restated Financial Information). Our Companys management reviews the capital structure of our Company on an annual basis. As a part of this review, the management considers the cost of capital and the risks associated with each class of capital.

Competitive Conditions

We operate in a competitive environment. For further information, please see ‘Risk Factors, ‘Industry Overview, ‘Our Business - Competition on pages 27, 207, and 328, respectively.

Seasonality / Cyclicality of business

While our business is not seasonal or cyclical it experiences an increase in sales during festive seasons such as Ganesh Chaturthi, Padwa, Akshay Tritiya, Gudi Padwa, Dussehra and Diwali, and Independence Day and Republic Day. Historically, we have seen a noticeable increase in sales during the festive period falling during the 3 ^rd quarter of each Financial Year on account of Dussehra and Diwali. Also, see ‘Risk Factor no. 38 - Our business is subject to volatility in sales, in particular during festive seasons, due to which there may be fluctuation in the sales of our products and our working capital requirements. Our quarterly results published upon listing may not be indicative of our annual financial performance and results of operations. on page 67.

Unusual or infrequent events or transaction

Except as set out in this Red Herring Prospectus, there have been, to our knowledge, no unusual or infrequent events or transactions that have in the past, or may in the future, affect our business operations or future financial performance.

Segment Reporting

Our Companys is principally engaged in a single business segment i.e. retail. Accordingly, there is no segment reporting.

Extent to which material increases in net sales or revenue are due to increased sales volume, and increased sales prices

Our net sales or revenue are significantly dependent on the sales volume of our products as well as the sales price of the products.

Total turnover of each major industry segment in which our Company operated

Set out below is our revenue from operations from mobile phones, pre-owned smartphones (Mobile Exchange Wala), accessories, other electronic items and ancillary services during Fiscal 2026, Fiscal 2025 and Fiscal 2024:

#Includes revenue from operations from our Subsidiaries i.e., Olineo and Nexora.

*Comprises accessories of various brands retailed by us under audio category, hearable category, wearable category and others.

** Comprises revenue from retail of televisions, laptops and tablets.

***Comprises revenue from offering mobile protection plans, mobile recharge, and anti-theft software.

****Adjustments represent inter-company transactions eliminated pursuant to acquisition of Olineo in Fiscal 2026, and commencement of business of Nexora which was incorporated in Fiscal 2026.

Note: All figures in decimals have been rounded off to the second decimal and all percentage figures have been rounded off to two decimal places. In certain instances, discrepancies in any table between the sums of the amounts listed in the table and totals are due to rounding off.

Significant dependence on a single or few suppliers or customers

We are a multi-brand retail chain for mobile phones, accessories and other electronic items and our reliant on our arrangements with brands and distributors. Set out below is our amount of purchase of traded goods from our top 3 distributors, top 5 distributors and top 10 distributors during Fiscal 2026, Fiscal 2025 and Fiscal 2024:

Also, see ‘Risk Factor no. 2 - We are significantly reliant on our arrangements with top 10 Suppliers for procuring mobile phones, accessories and other electronic items. The amount of purchase of traded goods from our top 10 Suppliers was 79.09%, 89.42% and 88.38% of our purchase of traded goods during Fiscal 2026, Fiscal 2025 and Fiscal 2024, respectively. Failure on the part of the Suppliers to supply, or a delay in supply of traded goods from our top 10 Suppliers, could have an adverse impact on our reputation, business, financial condition, cash flows and results of operations. on page 28.

We are not reliant on a single or few customers for our revenue from operations.

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

Our business has been, and we expect it to continue to be, subject to significant economic changes that materially affect or are likely to affect income from continuing operations identified above in this chapter. For further details see

‘Risk Factors and ‘Industry Overview, on pages 27 and 207, respectively.

Known Trends or Uncertainties

Our business has been, and we expect will continue to be, subject to significant economic changes arising from the trends identified above under ‘Principal Factors Affecting our Financial Condition and Results of Operations and the uncertainties described in the section ‘Risk Factors on page 27. To our knowledge, except as has been described in this Red Herring Prospectus, there are no known trends or uncertainties, that have or had or are expected to have a material adverse impact on our revenues from continuing operations.

Future Relationships between Costs and Income

Other than as described in ‘Risk Factors , ‘Our Business and ‘Managements Discussion and Analysis of Financial Condition and Results of Operations on pages 27, 290 and 477, respectively, to our knowledge, there are no known factors that may have a material adverse impact on our business, results of operations and financial condition.

New Services or Business Segments

Except as disclosed in this Red Herring Prospectus, we have not announced and do not expect to announce any new services or business segments in the near future.

Significant Developments after March 31, 2026 that may affect our results of operations

Except as disclosed in this Red Herring Prospectus, there are, to our knowledge, no significant developments after the date of the last financial statements contained in this Red Herring Prospectus which materially and adversely affects, or is 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.