The company has leased showrooms and furnitures & fixtures across the country, the lease period which ranges from 2-9 years, lease terms included is the non-cancellable period together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
Some showroom lease contain variable payment terms that are linked to sales generated from that store. Variable lease payments ranges from 12% to 15% of sales. Variable lease payments that depend on sales are recognised in profit or loss in the period in which the condition that triggers those payments occurs.
Company has exercised the option of short term leases exemption.
Extension and termination options: Extension options has been included in a number of showroom leases. These are used to maximise operational flexibility in terms of managing the assets used in the Company's operations.
Critical judgements in determining the lease term: In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options are only included in the lease term if the lease is reasonably certain to be extended.
For leases of retail stores, the following factors are normally the most relevant:
• If there are significant penalties to terminate or not extend, the Company is typically reasonably certain to extend.
• If the leasehold improvements expected to have a significant remaining value, the Company is typically reasonably certain to extend.
• Otherwise, the Company considers other factors including historical lease durations and the costs and business disruption required to replace the leased asset.
The lease term is reassessed if an option is actually exercised or not exercised, or the Company becomes obliged to exercise or not exercise. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within the control of the lessee.
GST Balances under Reconciliation:
The Company operates through multiple GST registrations across various states in India. The balances appearing under GST receivable and GST payable accounts are subject to ongoing reconciliation with the respective GST returns, electronic credit/cash ledgers and related records maintained across such registrations. Management has undertaken a comprehensive review and reconciliation of these balances, including the alignment of historical transactions and related indirect tax records. The reconciliation exercise is in progress and is expected to be substantially completed during the ensuing financial period. Pending completion of the aforesaid reconciliation, the net balance has been disclosed under Other Current Assets based on the books of account. Necessary adjustments, if any, arising from the reconciliation process will be recognised in the period in which such reconciliation is completed and the amounts are determinable.
Conversion of Warrants into Shares
Pursuant to the approval of the shareholders obtained through Postal Ballot on 10th March 2025, the Board of Directors at its meeting held on 31th March 2025 approved the preferential allotment of 49,48,537 convertible warrants at an issue price of '50.52 per warrant (including a premium of '48.52 per warrant) aggregating to '25.00 crores, to M/s. A.R. Foundations Private Limited (24,74,268 warrants), Ms. Manorama Gardner (21,77,356 warrants) and Mr. Suniel U. Lulla (2,96,913 warrants). Each warrant was convertible into one equity share of face value '2 each of the Company.
In accordance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Company had received 74.80% of the warrant issue price aggregating to '18.70 crores during the previous financial year and the same was disclosed under "Money Received Against Share Warrants" pending conversion. During the current financial year, the warrant holders remitted the balance consideration aggregating to '6.30 crores. Consequently, upon receipt of the full consideration, the Board of Directors at its meeting held on 27th May 2025 approved the conversion of all 49,48,537 warrants into an equivalent number of fully paid-up equity shares of face value '2 each.
Accordingly, the Company's paid-up equity share capital increased by '0.99 crore and the balance amount received on conversion was credited to Securities Premium Account in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
13.2 Terms and rights attached to equity shares
The company has one class of equity shares having a par value of '2 each. Each shareholder is eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
13.3 Shares of the company held by holding / ultimate holding company / subsidiaries / associates - Nil
Note : Reclassification from Trade Payables to Other Financial Liabilities :
"During the year, the Company has reclassified outstanding balances pertaining to TReDS and bill discounting arrangements from Trade Payables to Other Financial Liabilities. This reclassification has been carried out considering that the underlying vendor dues have already been settled by the respective financing partners/NBFCs and the Company's remaining obligation is payable only to such financial intermediaries.
Accordingly, the comparative figures for the previous year have also been regrouped/reclassified to align with the current year presentation. The aforesaid reclassification does not have any impact on the profit for the year, total liabilities, or equity of the Company."
23.4 Significant judgements
a) Timing of satisfaction of performance obligations. There are no significant judgements made by the Company in determining the timing of satisfaction of performance obligation. It is determined as per the terms of the contract.
b) Transaction price and the amounts allocated to performance obligations.
Sale of apparels and accessories
Revenue from sales is recognised based on the transaction price, adjusted for variable consideration in the form of volume discounts, loyalty points, penalty on delay in delivery of goods and marketing expenses. A liability is recognised for expected variable consideration payable to customers in relation to sales made until the end of the reporting period.
Customer loyalty programme
The points provide a material right to customers that they would not receive without entering into a contract. Therefore, the promise to provide points to the customer is a separate performance obligation. The transaction price is allocated to the product and the points on a relative stand-alone selling price basis. Management estimates the stand-alone selling price per point on the basis of the discount granted when the points are redeemed and on the basis of likelihood of redemption, based on past experience. The stand-alone selling price of product sold is estimated on the basis of retail price.
"The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) are not applicable to the Company during the year under review, as the Company does not meet the applicability criteria prescribed under the said section with respect to net worth, turnover, and net profit.
Further, the Company has incurred losses during the preceding financial years and, accordingly, has not reported the requisite average net profits as computed under Section 198 of the Companies Act, 2013 for triggering any CSR spending obligation. Consequently, the Company is not required to constitute a CSR Committee or incur any expenditure towards CSR activities during the year ended 31st March 2026."
(i) Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.
There are no transfers between levels 1 and 2 during the year.
The company's policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.
(ii) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
- the use of quoted market prices or dealer quotes for similar instruments
- the fair value of foreign currency option contracts is determined using Black Scholes valuation model.
- the fair value of the remaining financial instruments is determined using discounted cash flow analysis.
All of the resulting fair value estimates are included in level 2
Fair value of financial assets (Mutual Funds) are measured at Fair Value Fair value of Other financial assets and liabilities held at amortised cost
The carrying amounts of trade receivables, trade payables, cash and cash equivalent, other financial liabilities are considered to be the same as their fair values, due to their short-term nature.
The carrying value of borrowings, security deposits paid and received approximate to fair value.
36. Financial risk management (' in crores)
The company's activities expose it to market risk, liquidity risk and credit risk.
(A) Credit risk
Company faces credit risk from cash and cash equivalents, deposits with banks and financial institutions and unsecured trade receivables. The company doesn't face any credit risk with other financial assets
Risk management
Credit risk on deposit is mitigated by the depositing the funds in reputed public sector bank.
For trade receivables, the primary source of credit risk is that these are unsecured. The Company sells the products to customers only when the collection of trade receivables is certain. Credit risk is monitored on an ongoing basis to identify any significant increase in the credit risk. As at the balance sheet date, based on the credit assessment, the historical trend of low default is expected to continue. Historical trends showed that the company had no significant credit risk.
(B) Liquidity risk
Objective of liquidity risk management is to maintain sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Management monitors rolling forecasts of the company's liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows. The company's liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal requirements.
The Company's liquidity position remains strong at '44.46 crores as at 31st March 2025, comprising '41.92 crores in the form of current investments, cash and cash equivalents and other balances with banks (including non-current earmarked balances) and '2.54 crores in committed undrawn bank lines (CC).
i) Maturities of financial liabilities
The tables below analyse the company's financial liabilities into relevant maturity groupings based on their contractual maturities.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months are equal to their carrying balances as the impact of discounting is insignificant.
(C) Market risk
The only risk that the company faces with respect to market risk is fluctuation in foreign currency movements against INR Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instruments will fluctuate because of changes in the market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's debt obligations with floating interest rates.
Interest Rate Sensitivity
37. Capital management (' in crores)
The company's objectives when managing capital are to safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal capital structure to reduce the cost of capital.
The policy of the company is to borrow funds through banks/financial institutions supported by committed borrowing facilities to meet anticipated funding requirements. The Company changes its capital structure and makes adjustments in the light of changes in economic conditions and the requirements of financial markets.
Consistent with others in the industry, the company monitors capital on the basis of the following gearing ratio - Net debt (total borrowings net of cash and cash equivalents) divided by Total 'equity' (as shown in the balance sheet).
39. Employee benefit plans
The Company operates a gratuity plan through a Trust wherein certain employees are entitled to benefit equivalent to fifteen days of salary last drawn for each completed year of service as per the Payment of Gratuity Act, 1972. The same is payable on termination of service or retirement, whichever is earlier. The benefit vests after five years of continuous service
The Company is only making provisions for the entire Gratuity Liability on the valuation and follows a "pay as you go" system to meet the liabilities as when they fall due. Therefore the scheme is fully unfunded, and no assets are maintained by the company and asset values are taken as zero.
The following tables summarise the components of net benefit expense recognised in the Profit and Loss and Balance Sheet
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.
Risk exposure
Through its defined benefit plans, the company is exposed to a number of risks, the most significant of which are detailed below:
Asset volatility: The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets under perform this yield, this will create a deficit.
Changes in bond: A decrease in bond yields will increase plan liabilities, although this will be partially offset by an yields increase in the value of the plans' bond holdings.
Significant Estimates
"The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its longterm nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation. The mortality rate is based on publicly available mortality tables for India. Those mortality tables tend to change only at intervals in response to demographic changes. "
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(' in crores)
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As at
31st March, 2026
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As at
31st March, 2025
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40.
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Contingent liabilities
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i)
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Claims against Company not acknowledged as Debts, being demands from Commissionerate of Central Excise on availing Input Credit of Service Tax. Based on the advise of its legal counsels and interpretation of the relevant regulations governing the levy of Excise Duty, the Company is of the opinion that the issues raised in the demand notice are unlikely to be sustained. Accordingly no provision has been made for such demands.
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0.52
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0.52
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ii)
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Towards the pending demand order raised on 29th March 2024 by the Income Tax department for the AY 2022-23. The Company has disagreed to the demand order and filed an appeal with Commissioner (Appeals) on 27th April 2024. Accordingly no provision has been made in the books of accounts.
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7.33
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7.33
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iii)
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Towards the pending demand order raised on 28th March 2025 by the Income Tax department for the AY 2023-24. The Company has disagreed to the demand order and filed an appeal with Commissioner (Appeals) on 24th April 2025. Accordingly no provision has been made in the books of accounts.
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2.55
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2.55
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iv)
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Towards the pending demand order raised on 17th March 2026 by the Income Tax department for the AY 2024-25. The Company has disagreed to the demand order and is filing the demand with Commissioner (Appeals). Accordingly no provision has been made in the books of accounts.
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1.78
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-
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41. Segment Information
Chief Operating Decision Makers (CODM) evaluates the company's performance and allocate resources based on the analysis of various performance indicators of the company as a single unit. Therefore there is single reportable segment for the company.
42. Exceptional Items
"During the year, the Company reassessed its gratuity obligation considering the impact of the proposed changes under the new labour code relating to the definition of wages for employee benefit computations. Based on the revised actuarial valuation, the gratuity liability has increased primarily due to the higher basic pay considered for the purpose of statutory benefit calculations.
Accordingly, the Company has recognized a one-time additional liability of '0.58 Crs as an Exceptional Item in the Statement of Profit and Loss. The said charge represents the transitional impact arising from the revised basis of computation and is non-recurring in nature."
7. Trade payables turnover = Total Credit Purchases / Average of opening and closing Trade Payables
8. Net capital turnover = Revenue from Operations for the period / Average of opening and closing Working Capital
9. Net profit ratio = Profit After Tax / Revenue from Operations for the period
10. Return on Average Capital Employed = Earnings before interest and tax / Average Capital Employed (Networth Lease Liabilities)
11. Return on Investment = Earnings before interest, depreciation and tax / Average of opening and closing Total Assets
Note: Ratios are worked out based on industry norms and accordingly previous year ratios have been reworked to make them comparable.
44. Additional regulatory information required by schedule III
(i) DETAILS OF BENAMI PROPERTY HELD
No proceedings have been initiated on or are pending against the Company under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) (formerly the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)) and Rules made thereunder.
(ii) COMPLIANCE WITH NUMBER OF LAYERS OF COMPANIES
The Company has complied with the number of layers prescribed under Section 2(87) of the Companies Act, 2013 read with Companies (Restriction of number of layers) Rules, 2017.
(iii) RELATIONSHIP WITH STRUCK OFF COMPANIES
The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.
(iv) BORROWINGS SECURED AGAINST CURRENT ASSETS
The Company has been sanctioned working capital limits in excess of ' 5 crores, in aggregate, from banks on the basis of security of current assets. The Company has filed quarterly return with such banks in compliance with loan covenants.
(v) WILFUL DEFAULTER
The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(vi) COMPLIANCE WITH APPROVED SCHEME(S) OF ARRANGEMENTS
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
(vii) LOANS OR ADVANCES TO SPECIFIED PERSONS
The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a. directly / indirectly lend / invest in other persons / entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
(viii) UTILISATION OF BORROWED FUNDS AND SHARE PREMIUM
The Company has not received any funds from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly / indirectly lend / invest in other persons / entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
(ix) UNDISCLOSED INCOME
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
(x) DETAILS OF CRYPTO CURRENCY OR VIRTUAL CURRENCY
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year
(xi) VALUATION OF PROPERTY PLANT AND EQUIPMENT (INCLUDING RIGHT-OF-USE ASSETS) AND INTANGIBLE ASSETS
The Company has not revalued its Property, Plant and Equipment (including Right-of-use assets) and Intangible assets during the current or previous year. The Company did not have assets) and Intangible assets during the current or previous year. The Company did not have any Investment Property during the current or previous year.
(xii) UTILISATION OF BORROWINGS TAKEN FROM BANKS AND FINANCIAL INSTITUTIONS FOR SPECIFIC PURPOSE
The borrowings obtained by the company from banks and financial institutions have been applied only for the purposes for which such loans were taken.
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