Umiya Mobile Ltd Management Discussions

OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The following discussion and analysis of our financial condition and results of operations for the Fiscal Years 2025, 2024, and 2023 is based on, and should be read in conjunction with, our Restated Financial Statements, including the schedules, notes and significant accounting policies thereto, included in the chapter titled "Restated Financial Statements" beginning on page 170 of this Prospectus. Our Restated Financial Statements have been derived from our audited financial statements and restated in accordance with the SEBI ICDR Regulations and amendments thereto and the ICAI Guidance Note. Our financial statements are prepared in accordance with AS.

You should read the following discussion of our financial condition and results of operations together with our restated financial statements included in this Prospectus. You should also read the section titled "Risk Factors" beginning on page

27 of this Prospectus, which discusses a number of factors, risks and contingencies that could affect our financial condition and results of operations. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year are to the twelve-month period ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to "we", "us" or "our" refers to Umiya Mobile Limited, our Company. Unless otherwise indicated, financial information included herein are based on our "Restated Financial Statements" for the Fiscal Years 2025, 2024 and 2023 included in this Prospectus beginning on page 170 of this Prospectus.

Note: Statement in the Management Discussion and Analysis Report describing our objectives, outlook, estimates, expectations or prediction may be "Forward Looking Statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to our operations include, among others, economic conditions affecting demand/supply and price conditions in domestic and overseas market in which we operate, changes in Government Regulations, Tax Laws and other Statutes and incidental factors.

Business Overview

Our company, established in 2012, is a player in the multi-brand retail sector, specializing in the sale of smartphones, mobile accessories, and consumer durable electronic products, etc. Over the years, the company has built a reputation as a trusted retailer offering a wide array of products from some of the global brands. Our product range includes the latest smartphones from Apple, Samsung, Realme, Xiaomi, Oppo, Vivo, Motorola, Google Pixel, Infinix etc. We also offer consumer electronics, such as Smart TVs, Air Conditioners, Refrigerators, Coolers, and more, from brands like Sony, LG, Panasonic, Godrej and others.

Our company operates a total of 149 stores across the state of Gujarat and 69 stores in Maharashtra and in One Union Territory of Dadra and Nagar Haveli and Daman and Diu, providing us with a widespread geographic presence and accessibility to a large customer base. Our stores operate under various business models designed to meet the diverse needs of our customers.

In line with our commitment to making our products accessible to a broader customer base, we offer credit/EMI facilities to customers through tie-ups with credit houses like banks and financial institutions. These financing options make it easier for customers to purchase quality mobile phones and electronics, enhancing the overall shopping experience and increasing accessibility.

To foster long-term relationships with our customers, we also provide after-sales services for mobiles and other consumer durables. These services are available at both our owned stores and retail outlets, ensuring that our customers can rely on us for maintenance, repairs, and support after their purchase.

Furthermore, we ensure that all electronic products come with warranties from the respective manufacturers. In the event of a defect, we have established a seamless process with our suppliers to ensure that customers receive free replacements or servicing, further reinforcing our commitment to quality and customer satisfaction.

Our company benefits from an experienced management team with extensive experience in the retail sectors. This experienced leadership has been a driving force behind our comprehensive business growth. Each member of our senior management team brings significant expertise to our operations. Our Promoters, Mr. Jadwani Kishorbhai Premjibhai, Mr. Jadvani Girishkumar Premjibhai and Mr. Vijesh Premjibhai Patel, each have more than 12 years of experience in the business of trading in Electronics goods and Mobiles related accessories and are the founders of Umiya Mobile Limited. Their industry knowledge and strategic vision have been instrumental in shaping our companys success. Their visionary strategies and leadership enable us to effectively anticipate, guide, manage, and develop key aspects of our business operations. They also help us leverage customer relationships to drive further growth. For a detailed overview of our management team and our promoters, please refer to the chapters titled "Our Management" and "Our Promoter and Promoter Group" on pages 151 and 165 of this Prospectus. We attribute our success to their sustained efforts in process improvements and expanding our operational scale. We believe that the combined experience and industry insight of our management team, along with their expertise in regulatory affairs, sales, marketing, and finance, position us to capitalize on both current and future market opportunities.

Over the past three Fiscals and stub period, our business has grown significantly, as evidenced by the following operational and financial performance metrics for the specified periods.

As per Restated Financial Statements

	March 31,	March 31,	March 31,
Key Financial Performance
	2025	2024	2023
Revenue from Operations (1)	60,116.87	45,148.40	33,330.66
EBITDA (2)	1,094.07	575.56	184.00
EBITDA Margin (%) (3)	1.82%	1.27%	0.55%
PAT (4)	566.24	234.94	18.24
PAT Margin (%) (5)	0.94%	0.52%	0.05%
Return on equity (%) (6)	50.79%	32.90%	3.10%
Debt-Equity Ratio (times) (7)	1.69	2.10	2.39
Current Ratio (times) (8)	1.66	1.51	1.37
Return on capital employed (%) (9)	27.64%	20.58%	8.27%
Net Capital turnover ratio (times) (10)	15.08	21.42	24.93

Note:

1) Revenue from operation means revenue from sales and other operating revenues

2) EBITDA is calculated as Profit before tax + Depreciation + Interest Expenses - Other Income

3) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations

4) PAT is calculated as Profit before tax Tax Expenses

5) PAT Margin is calculated as PAT for the year divided by revenue from operations

6) Return on Equity is ratio of Profit after Tax and Average Shareholder fund

7) Debt to Equity ratio is calculated as Long-Term Debt + Short Term Debt divided by equity

8) Current Ratio is calculated by dividing Current Assets to Current Liabilities

9) Return on capital employed is calculated by profit before tax + finance cost divided by Shareholders funds + Long

Term Borrowings + Short Term Borrowings + Deferred Tax Liabilities (Net) - Intangible assets - Intangible Assets under development 10) Net Capital Turnover ratio is calculated as Sale of products divided by working capital.

Significant Developments After March 31, 2025 that may affect our future results of operations

In the opinion of the Board of Directors of our Company, since the date of the last fiscal as disclosed in this Prospectus, there have not arisen any circumstance that materially or adversely affect or are likely to affect the profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months.

Statement of Significant Accounting Policies

The notes to the Restated Summary Statements included in this Prospectus contain a summary of our significant accounting policies. For details relating to our significant accounting policies, see Significant Accounting Policies Restated Financial Information" beginning on page 170 of the Prospectus

Results of Our Operation

The following discussion on results of operations should be read in conjunction with the Restated Financial Statements of our Company for the financial years ended on 2025, 2024 and 2023:

						( in lakhs)
		For the Financial Year ended
Particulars	March 31,	% of Total	March 31,	% of Total	March 31,	% of Total
	2025	Revenue	2024	Revenue	2023	Revenue
Revenue:
Revenue from Operations	60,116.87	99.98%	45,148.40	99.98%	33,330.66	99.93%
Other income	10.66	0.02%	10.03	0.02%	23.79	0.07%
Total revenue	60,127.53	100.00%	45,158.42	100.00%	33,354.45	100.00%
Expenses:
Purchase of Stock in
	58,942.21	98.03%	43,734.30	96.85%	32,444.11	97.27%
Trade
Change in inventories of
	(2,549.76)	(4.24%)	(1,066.26)	(2.36%)	(737.20)	(2.21%)
Stock-in-trade
Employees Benefit
	493.00	0.82%	367.39	0.81%	363.50	1.09%
Expenses
Finance costs	267.88	0.45%	210.76	0.47%	139.58	0.42%
Depreciation and
	71.80	0.12%	59.69	0.13%	42.57	0.13%
Amortization
Other expenses	2,137.36	3.55%	1,537.40	3.40%	1,076.26	3.23%
Total Expenses	59,362.48	98.73%	44,843.29	99.30%	33,328.82	99.92%
Profit before tax	765.05	1.27%	315.13	0.70%	25.64	0.08%
Tax expense:
Current tax	200.92	0.33%	82.05	0.18%	7.06	0.02%
Deferred tax	(2.11)	(0.00%)	(1.86)	(0.00%)	0.34	0.00%
Net tax expenses	198.81	0.33%	80.19	0.18%	7.40	0.02%
Profit after tax	566.24	0.94%	234.94	0.52%	18.24	0.05%

Factors Affecting Our Results of Operations

? Our business is subjected to various risks and uncertainties, including those discussed in the section titled "Risk Factors" beginning on page 27 of this Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following:

1. Multi-Brand Retailing and Partnership Opportunities

Our company offers a wide range of products, including the latest smartphones from Apple, Samsung, Realme, Xiaomi, Oppo, Vivo, Motorola, Google Pixel, Infinix, and more. We also retail consumer electronics, such as Smart TVs, Air Conditioners, Refrigerators, Coolers, and more, from brands like Sony, LG, Panasonic, Samsung, Godrej, Bajaj, and others. Additionally, we provide small vendors with the opportunity to sell our products under various brand names, including Umiya, My Phone, and Phone Plus, once they meet specific criteria set for all brands. This approach makes it affordable for smaller businesses to partner with a well-established company without requiring large upfront investments, while also benefiting from competitive pricing, flexible terms, and the backing of Umiyas reputable brands.

2. Widespread distribution network

We sell our products through a total of 149 stores across the state of Gujarat and 69 stores across Maharashtra and in One Union Territory of Dadra and Nagar Haveli and Daman and Diu, offering mobile phones, allied accessories, and other consumer durable home appliances. Out of these, 20 stores are owned stores. While 199 stores follow the retail outlet model. These stores are spread across 26 cities in Gujarat and 17 cities in Maharashtra and in One Union Territory of Dadra and Nagar Haveli and Daman and Diu. Our extensive network ensures a broad geographical presence, covering a wide range of cities in both Gujarat and Maharashtra.

3. Strategic location and facilities

Our retail stores are located in busy, popular areas, making it easy for customers to visit at any time of the day, whether on weekdays or weekends. Each store has a product display section where customers can try out products before buying them, ensuring they feel confident in their purchase. These carefully selected locations and the chance to test products help us attract a wide range of customers and provide them with an excellent shopping experience.

4. Maintaining edge over competitors

We intend to continue to enhance scale in existing products and introduce new products across high end and mid segment to capitalize on the opportunity to cater rising acceptance and demand of new products. Our wide product range provides us competitive edge over our competitors. In order to maintain our competitive edge, we will continue to add newer products to our products portfolio.

5. Diversification of Product Portfolio

The diversification of the product portfolio is a key strategy for a mobile and electronic item trading company, aiming to expand beyond smartphones into a wide range of products, including mobile accessories, smart TVs, home appliances, and other consumer electronics. By offering a variety of products at different price points, from budget to premium, the company can appeal to a broad customer base. Additionally, introducing exclusive product lines, seasonal items, and bundled offers allows the company to differentiate itself from competitors, drive sales across multiple categories, and enhance customer loyalty, ultimately contributing to sustained growth and reduced dependence on a single product segment.

Key Components of Companys Profit and Loss Statement

Revenue from operations: Revenue from operations mainly consists of Sales trading goods/products such as mobiles, laptops, tablets, home appliances, accessories and other services.

Other Income: Other Income includes interest income, rent income, profit on sale of assets and miscellaneous income.

Expenses: Companys expenses consist of Purchase of stock in trade, change in inventories of stock-in-trade, Employee Benefit Expenses, Finance Cost, Depreciation Expenses and Amortisation Expenses, Other Expenses and Tax Expenses.

Purchase of Stock in trade: Purchase of Stock in trade includes purchase of trading goods/products such as mobiles, laptops, tablets, home appliances and accessories

Changes in inventories of stock in trade: This includes the change in the stock of the goods in trade.

Employee Benefits Expense: Employee benefit expenses include Salaries and Wages & Contribution to provident fund and other fund and staff welfare expenses.

Finance Cost: Finance Cost includes Interest paid on borrowings & Bank Charges and other borrowing cost.

Depreciation and Amortization Expense: We recognize Depreciation and Amortization expense on a WDV basis as per the rates set forth in the Companies Act, 2013/ Companies Act, 1956, as applicable.

Other Expenses: Other expenses include Commission Expense, Shop Rent Expense, Card Swipe Exp, Incentive Exp, Advertising Expenses, GST Reversal & Penalty, Branch Management Fee, Electricity Expenses, Legal Consultancy And Professional Fee, Office Expenses, Accounting Fees Exp, Post And Courier, Travelling Expenses, POS Service Charges, Security Expenses, Software Maintenance Expenses, Sales Promotion Expenses, Insurance Expenses, Printing And Stationery Expense, Vehicle Petrol Expenses, Computer Expenses, Festival Celebration Expenses, Repair And Maintenance Expenses, Business Related Expense, Freight, Customer Gift Exp. And Other Expenses.

FISCAL 2025 COMPARED WITH FISCAL 2024

Revenue from Operation

Revenue from operations increased by 33.15%, rising from 45,148.40 lakhs in fiscal 2024 to 60,116.87 lakhs in fiscal 2025. This growth was primarily driven by the companys strategic expansion, which included the opening of new retail stores by broadening its presence in diverse locations.

The net number of retail stores increased from 149 in fiscal year 2024 to 206 in fiscal year 2025, reflecting a growth of 97 new locations. These newly opened stores contributed 8,189.92 lakhs in revenue during fiscal year 2025.

Furthermore, our existing net 149 retail stores also saw a revenue growth, with an increase of 5,409.87 lakhs, growing from 42,408.13 lakhs in fiscal 2024 to 47,818.00 lakhs in fiscal 2025. The summary is tabulated below:

	Fiscal 2025		Fiscal 2024	Increment
Particulars	No. of retail	Revenue*	Revenue*	Revenue in Fiscal 2025
	stores	( in lakhs)	( in lakhs)
				( in lakhs)
Net retail stores at the beginning of fiscal 2025	149	47,818.00	42,408.13	5,409.87
New retail stores opened during fiscal 2025	97	8,189.92	-	8,189.92
Net number of shops at the end of fiscal 2025	206	56,007.92	42,408.13	13,599.79

Further, in fiscal 2025, the company achieved growth in product category sales, reflecting strong performance across various segments compared to fiscal 2024. The sales growth in key categories is as follows:

a. Mobile Sales: There was an increase of 32.63% in mobile sales, rising from 40,048.36 lakhs in fiscal 2024 to 53,115.80 lakhs in fiscal 2025. This growth highlights the increasing demand for smartphones, driven by the companys broad selection of top brands and models.

b. Laptop/Tablets Sales: Sales in the laptop and tablet category grew by 47.53%, increasing from 397.51 lakhs in fiscal 2024 to 586.43 lakhs in fiscal 2025.

c. Home Appliances Sales: The home appliances category saw 30.90% increase, growing from 493.51 lakhs in fiscal 2024 to 646.02 lakhs in fiscal 2025. The growth in home appliances is driven by the ecosystem of products such as

TVs, refrigerators, microwave, and other home appliances.

d. Services Sales: The services category experienced the most remarkable growth, with an increase of 50.41%, rising from 384.43 lakhs in fiscal 2024 to 578.24 lakhs in fiscal 2025. This substantial rise indicates a growing demand for value-added services such as repairs, warranties, and customer support, which are essential in the electronic goods retail industry.

Summary for the above details are mentioned below:

	For the fiscal year ended		Growth
Particulars	March 31, 2025	March 31, 2024	Amount	%
Mobile	53,115.80	40,048.36	13,067.44	32.63
Laptop/Tablet	586.43	397.51	188.92	47.53
Home Appliances	646.02	493.51	152.51	30.90
Services	578.24	384.43	193.81	50.41

Other Income

Other income had increased by 6.32% from 10.03 lakhs in Fiscal 2024 to 10.66 lakhs in fiscal 2025 due to increase in rent income from NIL lakhs in fiscal 2024 to 3.50 lakhs in fiscal 2025 which was offset by decrease in interest income by 0.40 lakhs and profit on sale of assets by 2.47 lakhs in Fiscal 2025.

Purchase of Stock in trade

Purchase of stock in trade had increased by 34.77% from 43,734.30 lakhs in fiscal 2024 to 58,942.21 lakhs in fiscal 2025.

This increase in stock purchases is directly aligned with the growth in revenue from operations.

Change in inventory of Stock in Trade

The inventories had increased by 2,549.76 lakhs from 4,176.99 lakhs in fiscal 2024 to 6,726.76 lakhs in Fiscal 2025.

This increase is primarily attributed to the companys strategy of maintaining a diverse inventory to cater the varied demands of its customers.

Employee Benefit Expenses

Employee benefit expenses had increased by 34.19% from 367.39 lakhs in Fiscal 2024 to 493.00 lakhs in Fiscal 2025. This increase is primarily attributed to the increase in salary, wages & bonus from 348.46 lakhs in Fiscal 2024 to 462.36 lakhs in Fiscal 2025 and medical expenses/ insurance by 15.00 lakhs in Fiscal 2025.

Finance Cost

Finance costs increased by 27.10% from 210.76 lakhs in fiscal 2024 to 267.88 lakhs in fiscal 2025. This increase was primarily due to increase in interest on borrowings from 190.61 lakhs in fiscal 2024 to 213.49 lakhs in fiscal 2025 and other borrowing cost from 20.15 lakhs in fiscal 2024 to 54.39 lakhs in fiscal 2025.

Depreciation and Amortization Expenses

Depreciation had increased by 20.28% from 59.69 lakhs in Fiscal 2024 to 71.80 lakhs in Fiscal 2025. This increase was primarily due to company had purchased fixed assets of 143.31 lakhs in Fiscal 2025.

Other Expenses

Other expenses had increased by 39.02% from 1,537.40 lakhs in Fiscal 2024 to 2,137.36 lakhs in Fiscal 2025. This increase was mainly due to increase in commission expense by 279.31 lakhs, shop rent expense by 101.85 lakhs, card swipe exp by 96.36 lakhs, advertising expenses by 70.37 lakhs, electricity expenses by 7.89 lakhs, legal consultancy and professional fee by 57.53 lakhs, office exp. By 17.32 lakhs, post and courier by 12.27 lakhs, travelling exp. By 19.01 lakhs, software maintenance exp. By 3.66 lakhs, sales promotion exp. By 16.14 lakhs, insurance exp. By 3.57 lakhs, vehicle petrol exp. By 2.03 lakhs, computer exp. By 1.84 lakhs, business related expense by 0.38 lakhs, freight by 9.92 lakhs, bad debts by 4.2 lakhs, warranty exp by 41.34 lakhs and other expenses by 5.4 lakhs, These increase were offset by decrease in incentive exp by 30.61 lakhs, GST reversal & penalty by 1.14 lakhs, branch management fee by 78.32 lakhs, accounting fees exp by 4.15 lakhs, security expenses by 1.04 lakhs, printing and stationery expense by 7.92 lakhs, festival celebration expenses by 6.23 lakhs, repair and maintenance expenses by 0.16 lakhs and customer gift exp. By 20.87 lakhs.

Tax Expenses

The Companys tax expenses had increased by 118.62 lakhs from 80.19 lakhs in the Fiscal 2024 to 198.81 lakhs in Fiscal 2025. This was primarily due to increase in current tax expenses during the year which got increased from 82.05 lakhs in the Fiscal 2024 to 200.92 lakhs in the Fiscal 2025.

Profit after Tax

After accounting for taxes at applicable rates, the company reported a net profit of 566.24 lakhs in fiscal 2025, a increase from 234.94 lakhs in fiscal 2024. The profit margin improved from 0.52% in fiscal 2024 to 0.94% in fiscal 2025, this was primarily due to the following reason:

a. Reduction in Cost of Goods Sold (COGS): The cost of goods sold as a percentage of revenue from operations dropped by 0.70%, from 94.51% in fiscal 2024 to 93.80% in fiscal 2025. This indicates improved operational efficiency, allowing the company to retain a higher proportion of its revenue.

b. Expansion: The company opened 97 new retail stores. Opening retail stores the company benefits from lower operational costs because the operator is responsible for the running costs of each store. This results in direct profitability with minimal additional expenditure on the companys part.

c. Reduction in Finance Costs: The companys finance costs as a percentage of revenue dropped from 0.47% in fiscal 2024 to 0.45% in fiscal 2025. This reduction reflects better cost management

These combined factors led to the improvement in the companys profit margin, which increased from 0.52% in fiscal 2024 to 0.94% in fiscal 2025, demonstrating a significant boost in profitability.

FISCAL 2024 COMPARED WITH FISCAL 2023

Revenue from Operation

Revenue from operations increased by 35.46%, rising from 33,330.66 lakhs in fiscal 2023 to 45,148.40 lakhs in fiscal 2024. This growth was primarily driven by the companys strategic expansion, which included the opening of new retail stores by broadening its presence in diverse locations.

The net number of retail stores increased from 91 in fiscal year 2023 to 149 in fiscal year 2024, reflecting a growth of 61 new locations. These newly opened stores contributed 5,560.08 lakhs in revenue during fiscal year 2024.

Furthermore, our existing net 91 retail stores also saw a revenue growth, with an increase of 5,658.30 lakhs, growing from

3 1,189.75 lakhs in fiscal 2023 to 36,848.05 lakhs in fiscal 2024. The summary is tabulated below:

	Fiscal 2024		Fiscal 2023	Increment
Particulars	No. of retail	Revenue*	Revenue*	Revenue in Fiscal 2024
	stores	( in lakhs)	( in lakhs)
				( in lakhs)
Net retail stores at the beginning of fiscal 2024	91	36,848.05	31,189.75	5,658.30
New retail stores opened during fiscal 2024	61	5,560.08	-	5,560.08
Net number of shops at the end of fiscal 2024	149	42,408.13	31,189.75	11,218.38

Further, in fiscal 2024, the company achieved growth in product category sales, reflecting strong performance across various segments compared to fiscal 2023. The sales growth in key categories is as follows:

a. Mobile Sales: There was an increase of 37.30% in mobile sales, rising from 21,168.78 lakhs in fiscal 2023 to 40,048.36 lakhs in fiscal 2024. This growth highlights the increasing demand for smartphones, driven by the companys broad selection of top brands and models.

b. Laptop/Tablets Sales: Sales in the laptop and tablet category grew by 46.10%, increasing from 272.08 lakhs in fiscal 2023 to 397.51 lakhs in fiscal 2024.

c. Accessories Sales: The accessories category saw a moderate 11.80% increase, growing from 969.83 lakhs in fiscal 2023 to 1,084.31 lakhs in fiscal 2024. The growth in accessories is driven by the expanding ecosystem of products that complement smartphones, laptops, and other electronic devices.

d. Services Sales: The services category experienced the most remarkable growth, with an increase of 97.60%, rising from 194.55 lakhs in fiscal 2023 to 384.43 lakhs in fiscal 2024. This substantial rise indicates a growing demand for value-added services such as repairs, warranties, and customer support, which are essential in the electronic goods retail industry.

Summary for the above details are mentioned below:

	For the fiscal year ended		Growth
Particulars	March 31, 2024	March 31, 2023	Amount	%
Mobile	40,048.36	29,168.78	10,879.58	37.30
Laptop/Tablet	397.51	272.08	125.43	46.10
Accessories	1,084.31	969.83	114.48	11.80
Services	384.43	194.55	189.88	97.60

Other Income

Other income had decreased by 57.86% from 23.79 lakhs in Fiscal 2023 to 10.03 lakhs in fiscal 2024 due to decrease in miscellaneous income from 21.91 lakhs in fiscal 2023 to Nil in fiscal 2024, interest income had increased from 1.72 lakhs in Fiscal 2023 to 6.87 lakhs in fiscal 2024.

Purchase of Stock in trade

Purchase of stock in trade had increased by 34.80% from 32,444.11 lakhs in fiscal 2023 to 43,734.30 lakhs in fiscal 2024.

This increase in stock purchases is directly aligned with the growth in revenue from operations.

Change in inventory of Stock in Trade

The inventories had increased by 1,066.26 lakhs from 3,110.74 lakhs in fiscal 2023 to 4,176.99 lakhs in Fiscal 2024.

This increase is primarily attributed to the companys strategy of maintaining a diverse inventory to cater the varied demands of its customers.

Employee Benefit Expenses

Employee benefit expenses had increased by 1.07% from 363.50 lakhs in Fiscal 2023 to 367.39 lakhs in Fiscal 2024. This increase is primarily attributed to the increase in salary, wages & bonus from 343.79 lakhs in Fiscal 2023 to 348.46 lakhs in Fiscal 2024 and decrease in staff welfare expenses from 8.79 lakhs in Fiscal 2023 to 4.33 lakhs in Fiscal 2024.

Finance Cost

Finance costs increased by 50.99% from 139.58 lakhs in fiscal 2023 to 210.76 lakhs in fiscal 2024. This increase was primarily due to increase in interest on borrowings from 111.42 lakhs in fiscal 2023 to 190.61 lakhs in fiscal 2024 as the company made incremental borrowing of 355.97 lakhs in fiscal 2024.

Depreciation and Amortization Expenses

Depreciation had increased by 40.23% from 42.57 lakhs in Fiscal 2023 to 59.69 lakhs in Fiscal 2024. This increase was primarily due to company had purchased fixed assets of 118.78 lakhs in Fiscal 2024.

Other Expenses

Other expenses had increased by 42.85% from 1,076.26 lakhs in Fiscal 2023 to 1,537.40 lakhs in Fiscal 2024. This increase was mainly due to increase in commission expense by 309.55 lakhs, shop rent expense by 36.36 lakhs, card swipe exp by 11.14 lakhs, incentive exp by 148.98 lakhs, electricity expenses by 14.46 lakhs, legal consultancy and professional fee by 6.35 lakhs, office exp. By 1.71 lakhs, post & courier by 8.68 lakhs, security expenses by 2.88 lakhs, software maintenance exp. By 1.19 lakhs, printing & stationery expense by 4.82 lakhs, festival celebration expenses by 13.76 lakhs, repair & maintenance expenses by 2.20 lakhs, business related expense by 1.20 lakhs, other expenses by 8.83 lakhs, etc. in Fiscal 2024.

Tax Expenses

The Companys tax expenses had increased by 72.79 lakhs from 7.40 lakhs in the Fiscal 2023 to 80.19 lakhs in Fiscal 2024. This was primarily due to increase in current tax expenses during the year which got increased from 7.06 lakhs in the Fiscal 2023 to 82.05 lakhs in the Fiscal 2024.

Profit after Tax

After accounting for taxes at applicable rates, the company reported a net profit of 234.94 lakhs in fiscal 2024, a significant increase from 18.24 lakhs in fiscal 2023. The profit margin improved from 0.05% in fiscal 2023 to 0.52% in fiscal 2024, this was primarily due to the following reason:

a. Reduction in Cost of Goods Sold (COGS): The cost of goods sold as a percentage of revenue from operations dropped by 0.62%, from 95.13% in fiscal 2023 to 94.51% in fiscal 2024. This indicates improved operational efficiency, allowing the company to retain a higher proportion of its revenue.

b. Expansion: The company opened 61 new retail stores. Opening retail stores the company benefits from lower operational costs because the operator is responsible for the running costs of each store. This results in direct profitability with minimal additional expenditure on the companys part.

c. Reduction in Employee Costs: The companys employee costs as a percentage of revenue dropped from 1.09% in fiscal 2023 to 0.81% in fiscal 2024. This reduction reflects better cost management

These combined factors led to the improvement in the companys profit margin, which increased from 0.05% in fiscal 2023 to 0.52% in fiscal 2024, demonstrating a significant boost in profitability.

CASH FLOWS

Particulars	March 31, 2025	March 31, 2024	March 31, 2023
Net profit before tax	765.05	315.13	25.64
Operating profit before working capital changes	1,105.43	580.97	207.23
Income taxes paid	(200.92)	(82.05)	(7.06)
Net Cash from Operating Activities	(1,531.55)	(656.91)	(438.06)
Net Cash from Investing Activities	1,325.71	540.69	392.38
Net Cash from Financing Activities	344.71	110.98	170.62

Cash Flows from Operating Activities:

For the financial year ended March 31, 2025

Our net cash outflow from operating activities was 1,531.55 lakhs for the financial year ended March 31, 2025. Our operating profit before working capital changes was 1,105.43 lakhs for the financial year ended March 31, 2025 which was primarily adjusted against increase in inventories by 2,549.76 lakhs, increase in trade receivables by 34.80 lakhs, increase in short term loans & advances by 697.92 lakhs, increase in other current assets by 358.76 lakhs, increase in trade payables by 581.50 lakhs, increase in other current liabilities by 662.75 lakhs, increase in short term provision by 39.08 lakhs and Income taxes paid of 200.92 lakhs.

For the financial year ended March 31, 2024

Our net cash outflow from operating activities was 656.91 lakhs for the financial year ended March 31, 2024. Our operating profit before working capital changes was 580.97 lakhs for the financial year ended March 31, 2024 which was primarily adjusted against increase in Inventories by 1,066.26 lakhs, decrease in trade receivables by 272.17 lakhs, increase in short term loans & advances by 339.54 lakhs, increase in other current assets by 152.47 lakhs, increase in trade payables by 132.31 lakhs, decrease in other current liabilities by 11.09 lakhs, increase in short term provision by 9.06 lakhs and Income taxes paid of 82.05 lakhs.

For the financial year ended March 31, 2023

Our net cash outflow from operating activities was 438.06 Lakhs for the financial year ended March 31, 2023. Our operating profit before working capital changes was 207.23 Lakhs for the financial year ended March 31, 2023 which was primarily adjusted against increase in inventories by 737.20 lakhs, increase in current investment by 6.47 lakhs, increase in trade receivable by 391.41 lakhs, increase in short term loans & advances by 208.59 lakhs, increase in other current assets by 71.65 lakhs, increase in trade payables by 730.29 lakhs, increase in other current liabilities by 49.94 lakhs, decrease in short term provision by 3.13 lakhs and Income taxes paid of 7.06 lakhs.

Cash Flows from Investment Activities:

For the financial year ended March 31, 2025

Our net cash inflow from Investing Activities was 1,325.71 lakhs. This was primarily due to purchase of property, plant

& equipment, intangible & CWIP of 143.31 lakhs, proceeds from sale of property, plant & equipment of 29.45 lakhs, increase in other non-current liabilities (deposits) by 1,461.25 lakhs, decrease in other non-current assets by 28.15 lakhs and receipt of interest income of 6.47 lakhs.

For the financial year ended March 31, 2024

Our net cash inflow from Investing Activities was 540.69 lakhs. This was primarily due to purchase of property, plant & equipment, intangible & CWIP of 118.78 lakhs, proceeds from sale of property, plant & equipment of 19.58 lakhs, increase in other non-current liabilities (deposits) by 641.62 lakhs, decrease in other non-current assets by 8.61 lakhs and receipt of interest income of 6.87 lakhs.

For the financial year ended March 31, 2023

Our net cash inflow from Investing Activities was 392.38 lakhs. This was primarily due to purchase of property, plant & equipment, intangible & CWIP of 139.54 lakhs, proceeds from sale of property, plant & equipment of 0.44 lakhs, increase in other non-current liabilities (deposits) by 542.69 lakhs, decrease in other non-current assets by 12.92 lakhs and receipt of interest income of 1.72 lakhs.

Cash Flows from Financing Activities

For the financial year ended March 31, 2025

Our net cash inflow from financing activities was 344.71 lakhs. This was primarily due to proceeds from short-term borrowings of 749.39 lakhs, repayment of long-term borrowings of 136.80 lakhs and interest paid of 267.88 lakhs.

For the financial year ended March 31, 2024

Our net cash inflow from financing activities was 110.98 lakhs. This was primarily due to proceeds from Short-Term

Borrowings of 355.97 lakhs, repayment of Long-Term Borrowings of 34.24 lakhs and Interest paid of 210.76 lakhs.

For the financial year ended March 31, 2023

Our net cash inflow from financing activities was 170.62 lakhs. This was primarily due to proceeds from Short-Term

Borrowings of 316.79 lakhs, repayment of Long-Term Borrowings of 6.59 lakhs and Interest paid of 139.58 lakhs.

Related Party Transactions

Related party transactions with certain of our promoter, directors and their entities and relatives primarily relate to remuneration, salary, commission and issue of Equity Shares. For further details of related parties kindly refer chapter titled

" Restated Financial Information" beginning on page 170 of this Prospectus.

Off-Balance Sheet Items

We do not have any other off-balance sheet arrangements, derivative instruments or other relationships with any entity that have been established for the purposes of facilitating off-balance sheet arrangements.

Qualifications of the Statutory Auditors Which Have Not Been Given Effect to in The Restated Consolidated Financial Statements

There are no qualifications in the audit report that require adjustments in the Restated Financial Statements.

Qualitative Disclosure About Market Risk

Financial Market Risks

Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk. We are exposed to interest rate risk, inflation and credit risk in the normal course of our business.

Interest Rate Risk

Our financial results are subject to changes in interest rates, which may affect our debt service obligations in future and our access to funds.

Effect of Inflation

We are affected by inflation as it has an impact on the salary, wages, etc. In line with changing inflation rates, we rework our margins so as to absorb the inflationary impact.

Credit Risk

We are exposed to credit risk on monies owed to us by our customers. If our customers do not pay us promptly, or at all, we may have to make provisions for or write-off such amounts.

Other Matters

Details of Default, if any, Including Therein the Amount Involved, Duration of Default and Present Status, in Repayment of Statutory Dues or Repayment of Debentures or Repayment of Deposits or Repayment of Loans from any Bank or Financial Institution

Except as disclosed in chapter titled "Restated Financial Information" beginning on page 170 of this Prospectus, there have been no defaults in payment of statutory dues or repayment of debentures and interest thereon or repayment of deposits and interest thereon or repayment of loans from any bank or financial institution and interest thereon by the Company.

Material Frauds

There are no material frauds, as reported by our statutory auditor, committed against our Company, in the last three Fiscals.

Unusual or infrequent events or transactions

Except as described in this Prospectus, during the period/ years under review there have been no transactions or events, which in our best judgment, would be considered "unusual" or "infrequent".

Significant Economic Changes that Materially Affected or are Likely to Affect Income from Continuing Operations

Indian rules and regulations as well as the overall growth of the Indian economy have a significant bearing on our operations. Major changes in these factors can significantly impact income from continuing operations. There are no significant economic changes that materially affected our Companys operations or are likely to affect income from continuing operations except as described in chapter titled "Risk Factors" beginning on page 27 of this Prospectus.

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

Other than as described in the section titled "Risk Factors" and chapter titled "Managements Discussion and Analysis of

Financial Conditions and Results of Operations", beginning on page 27 and 229 of this Prospectus respectively to our knowledge there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our company from continuing operations.

Future relationship between Costs and Income

Other than as described in the section titled "Risk Factors" beginning on page 27 of this Prospectus, to our knowledge there are no factors, which will affect the future relationship between costs and income or which are expected to have a material adverse impact on our operations and finances.

The extent to which material increases in revenue or income from operations are due to increased volume, introduction of new products or services or increased prices

Changes in revenue in the last three financial years are as explained in the part "Financial Year 2024-25 compared with financial year 2023-24 and Financial Year 2022-23 Compared with Financial Year 2021-22" above.

Significant dependence on a single or few Suppliers

Significant proportion of our purchases have historically been derived from a limited number of suppliers. The % of Contribution of our suppliers vis a vis the total purchases for the financial year ended March 31, 2025, 2024 and 2023 are as follows:

			Suppliers
Particulars	March 31, 2025		March 31, 2024		March 31, 2023
	Amount	%	Amount	%	Amount	%
Top 5	26,630.08	45.18	21,301.47	48.70%	16,512.92	50.89%
Top 10	33,657.54	57.10	27,324.74	62.47%	23,649.63	72.89%

Status of any publicly announced new products or business segments

Please refer to the chapter titled "Our Business" beginning on page 113 of this Prospectus for new products or business segments.

Status of any publicly announced new products or business segments

Please refer to the chapter titled "Our Business" beginning on page 113 of this Prospectus for new products or business segments.

The extent to which the business is seasonal

Our business is not seasonal in nature.

Competitive Conditions

Competitive conditions are as described in the Chapter "Our Business" beginning on page 113 of the Prospectus.