Adisoft Technologies Ltd Management Discussions

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with our restated financial statements attached in the chapter titled Financial Information of the Company beginning on page 170 of this Red Herring Prospectus. You should also read the section titled Risk Factors on page 25 and the section titled Forward Looking Statements on page 18 of this Red Herring Prospectus, which discusses a number of factors and contingencies that could affect our financial condition and results of operations. The following discussion relates to us, and, unless otherwise stated or the context requires otherwise, is based on our Restated Financial Statements.

Our financial statements have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI (ICDR) Regulations and restated as described in the report of our auditor dated April 15, 2026, which is included in this Red Herring Prospectus under Financial Statements. The Restated Financial Information has been prepared on a basis that differs in certain material respects from generally accepted accounting principles in other jurisdictions, including US GAAP and IFRS. Our financial year ends on March 31 of each year, and all references to a particular financial year are to the twelve-month period ended March 31 of that year.

Business Overview:

We are an Industrial Digital Automation Solutions provider, engaged into the business of Designing, developing, procurement, assembling, testing, installation, commissioning & providing engineering services related to Automated assembly lines, Material handling machines, Robotic work cells (e.g., pick-and-place, sealing applications) and Special Purpose Machinery designed to address customer-specific operational requirements. Our services include application of digital technologies and control systems to automate industrial processes, by integrating the shop floor equipments and processes with the IT Layer, thereby, reducing or eliminating human intervention.

We provide customized automation solutions primarily to Automobile manufacturers, Automotive OEMs and component/subcomponent manufacturers that require establishment, expansion, upgradation, modification, repair or reconfiguration of existing production lines, or operational set-up. A significant portion of our assignments involves productivity enhancement initiatives, where automation is leveraged to reduce manual dependency, improve process consistency, facilitates data handling and optimize takt times.

Our Industrial Automation Solutions and Systems broadly comprise:

Automated assembly lines

Material handling machines/smart conveyors

Special Purpose Machinery

Pika-Pika / Torque Wrench / Poka-yoke

Vision Base Inspection System Robot / Cobot Based AI / AI Software

Production Control System

Quality Control System.

Tracking System Assembly / Weld / Paint

Traceability System

IOT / Digitization Solution

Utility Monitoring & Controlling Cockpit / Centralized -

Jig Fixture.

These systems are integrated with Programmable Logic Controller (PLC), Supervisory Control and Data Acquisition (SCADA), Graphic Operator Terminal (GOT) and IoT-based interfaces to ensure real-time monitoring, traceability and seamless connectivity with Manufacturing execution system(MES). Our vision-based systems, integrated with automation solutions, inspection platforms and precision jigs are designed to support dimensional accuracy, enhanced productivity, and functional validation in line with industry and customer-specific standards.

We also provide Service support for repair or restoration of the machine as required by the Customer. Company warrants that any material or component shall be repaired or replaced, if found defective, within a period of twelve (12) months from the date of installation and commissioning. Such support services may be provided free of cost or on a chargeable basis, in accordance with the terms and conditions specified in the relevant Purchase Order (PO). In addition to standard repair and replacement services, the Company also provide lifecycle support services including system upgrades, retrofitting, Annual Maintenance Contracts (AMC), on-site installation & commissioning & troubleshooting by deputation of engineering team, skilled operators and technician. Further, for Automated Products traded by the Company (i.e., products supplied by the Company), the Company undertakes to replace any Product found to be defective within a period of twelve (12) months from the date of sale.

Our automation systems are assembled in-house at our Assembly unit located in MIDC Bhosari, Pune, which is equipped with the necessary tools, machines, fixtures and testing infrastructure required for assembly and quality assurance of automation systems.

Our Engineering Department undertakes the complete design lifecycle including mechanical and electrical system design, control architecture and simulation of site requirements during design & conceptualisation stage. As of January 31, 2026, our Design and Development team comprises of 49 professionals engaged in delivering customer-specific automation solutions. We are currently in the process of aligning our operations with the ISO 9001:2015 Quality Management System to further enhance process standardization and customer satisfaction. Our market presence includes project deliveries in Maharashtra, Haryana, Karnataka, Gujarat, Uttar Pradesh etc. In FY 2024-25 and period ending October 31, 2025, we have also exported our products in Bangladesh and Bahrain. As on January 31, 2026, our sales and marketing team comprised 31 employees, responsible for managing customer relationships and overseeing sales operations. In February 2021, our Company, together with AIOI Systems Co. Ltd., Japan, and AIOI Systems India Private Limited, entered into a tripartite joint venture agreement. Under this arrangement, AIOI Systems Co. Ltd. holds the majority stake of 76%, while our Company holds 24% of the equity share capital in AIOI Systems India Private Limited. The joint venture focuses on the development, design, manufacturing, marketing, and supply of automation products and devices within the Indian market. We rely on the expertise and experience of our key promoters, Ajay Chandrashekhar Prabhu and Preeti Ajay Prabhu. Ajay Chandrashekhar Prabhu has an experience of 28 years in the Automation Industry and engineering solutions and he is primarily responsible for formulating and implementing business strategies, overseeing operations and managing customer relationships, thereby contributing significantly to the Companys growth. Preeti Ajay Prabhu, with more than 12 years of experience in this industry, focuses on business administration, human resource functions and related organizational matters of the Company. She is also associated with Companys corporate social responsibility initiatives in the areas of education. Under their leadership, our management team comprising professionals with complementary skills and technical backgrounds has ensured consistent business growth and customer trust.

The following table sets forth certain key performance indicators for the years indicated:

(Rs. In Lakhs except percentages and ratios)

	Oct 31, 2025*	FY 2024-25	FY 2023-24	FY 2022-23
Key Financial Performance
	Consolidated	Consolidated	Consolidated	Consolidated
Revenue from operations (1)	5486.96	13171.78	10326.85	7554.27
EBITDA (2)	590.61	2166.49	1606.47	831.72
EBITDA Margin (3)	10.76%	16.45%	15.56%	11.01%
PAT (4)	378.18	1611.08	1175.57	607.93
PAT Margin (5)	6.89%	12.23%	11.38%	8.05%
RoE (%) (6)	7.39%	39.11%	43.12%	33.10%
RoCE (%) (7)	9.05%	29.11%	32.35%	27.25%
Net Worth (8)	5303.16	4924.98	3313.90	2138.33
* Not Annualised

Notes:

(1) Revenue from operation means revenue from sale of products and services and other operating revenues

(2) EBITDA is calculated as Profit before tax + share in profit of Associate enterprise + 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+ share in profit of Associate enterprise (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 Equity

(7) Return on Capital Employed is calculated as EBIT divided by capital employed, where capital employed is defined as shareholders equity plus total borrowings {current & non-current} and EBIT is defined as profits before taxes and interest expenses. (8) Net Worth = Equity Share Capital + Reserve and Surplus (including surplus in the Statement of Profit & Loss) - Preliminary Expenses to the extent not written-off.

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

For details in respect of Statement of Significant Accounting Policies, please refer to Restated Consolidated Financial Statements beginning on page 170 of this Red Herring Prospectus.

Factors Affecting our Results of Operations

1) Macroeconomic factors, including economic activity, political and business conditions, inflation, deflation, interest rate fluctuations, and emergence of alternative industry destinations.

2) Any change in government policies resulting in increases in taxes payable.

3) Risks arising from dependence on a few major clients or industries; downturns in these sectors could impact revenue.

4) Changes in laws and regulations applicable to the industries in which we operate.

5) Risks related to business growth and successful execution of expansion strategies.

6) Human capital risks, including retention of key management and shortages of trained engineers, technicians, or other skilled personnel.

7) Failure to keep pace with rapid changes in technology.

8) Inability to meet interest and principal payments on existing debt obligations or comply with financial covenants.

9) Inability to obtain required registrations, licenses, or approvals in a timely manner.

10) Breaches of IT systems, loss of sensitive data, or non-compliance with data protection laws. 11) Occurrence of environmental incidents or uninsured operational losses.

12) Conflicts of interest with promoters, affiliated companies, or other related parties. 13) Adverse legal proceedings against the company, promoters, directors, or key personnel. 14) Disruptions, delays, or cost increases in sourcing critical components or services. 15) Competitive and market risks, including entry of new competitors or disruptive technologies.

16) External factors beyond our control, such as natural disasters, pandemics, or geopolitical instability.

Discussion on Result of Operations

The following discussion on results of operations should be read in conjunction with the Restated Consolidated Financial Statements for the period ended October 31, 2025 and financial years ended on March 31 2025, March 31, 2024 and March 31, 2023.

							(Amount in Rs. Lakhs)
			For the period/Year ended
Particulars	October 31, 2025	% of Total Incom e	FY 2024- 25	% of Total Income	FY 2023- 24	% of Total Incom e	FY 2022-23	% of Total Incom e
Income
Revenue From Operation	5,486.96	98.49	13,171.78	99.02	10,326.85	99.17	7,554.27	99.20
Other Income	84.30	1.51	129.90	0.98	86.91	0.83	61.09	0.80
Total Income	5,571.26	100.00	13,301.68	100.00	10,413.76	100.00	7,615.36	100.00
Expenditure
Cost of Material Consumed	1,812.45	32.53	5,575.36	41.91	4,888.80	46.95	3,811.22	50.05
Purchases of stock-in-trade	1,888.09	33.89	3,488.40	26.23	2,263.46	21.74	1,617.93	21.25
Changes in inventories of WIP, packing material & finished goods.	-	-	-	-	-	-	-	-
Employee Benefit Expenses	602.74	10.82	939.99	7.07	691.29	6.64	546.56	7.18
Finance Cost	111.90	2.01	120.67	0.91	94.99	0.91	72.17	0.95
Depreciation and Amortisation
	12.69	0.23	17.93	0.13	12.67	0.12	10.77	0.14
Expenses
Other Expenses	595.79	10.69	1,009.67	7.59	892.86	8.57	769.93	10.11
Total Expenditure	5,023.66	90.17	11152.02	83.84	8,844.07	84.93	6,828.59	89.67
Profit/(Loss) Before
Exceptional & extraordinary items & Tax	547.60	9.83	2,149.65	16.16	1,569.68	15.07	786.77	10.33
Exceptional Item	-		-		-		-
Profit/(Loss) Before Tax	547.60	9.83	2,149.65	16.16	1,569.68	15.07	786.77	10.33
Share in Profit of Associate
	4.34	0.08	17.24	0.13	21.93	0.21	24.62	0.32
Enterprise
Profit/(Loss) for the period	551.94	9.91	2,166.89	16.29	1,591.61	15.28	811.39	10.65
Tax Expense:
Tax Expense for Current Year	160.13	2.87	558.26	4.20	407.31	3.91	207.45	2.72
(Excess)/Short provision of
	32.55	0.58	-	-	-	-	-	-
tax related to earlier period
Deferred Tax	-18.92	-0.34	-2.45	-0.02	8.74	0.08	-4.00	-0.05
Net Current Tax Expenses	173.76	3.12	555.81	4.18	416.04	4.00	203.46	2.67
Profit/(Loss) for the Year	378.18	6.79	1,611.08	12.11	1,175.57	11.29	607.93	7.98

Revenue from operations mainly consists of income from the business of providing Industrial Digital Automation Solutions I.e. Designing, developing, procurement, assembling, testing, installation, commissioning & providing engineering services related to Automated assembly lines, Material handling machines, Robotic work cells (e.g., pick-and-place, sealing applications) and Special Purpose Machinery designed to address customer-specific operational requirements.

Other Income:

Our other income primarily comprises of Interest Income and other income.

Expenses:

Companys expenses consist of cost of material consumed, Purchase of stock-in-trade, employee benefit expenses, finance cost, depreciation and amortization expenses and other expenses

Cost of material consumed:

Our cost of material consumed comprises of purchase raw Material and change in inventories of raw material.

Purchase of Stock-in-trade:

Our Purchase of Stock-in-trade comprises of purchase of traded goods.

Employee benefits expense:

Our employee benefits expense primarily comprises of employees salary expenses, Director Remuneration, Contribution to provident and other funds, Leave encashment expenses, Gratuity and staff welfare expenses.

Finance Costs:

Our finance cost includes Interest on loan paid to Bank and other borrowing costs.

Depreciation and Amortization Expenses:

Depreciation includes depreciation on Property, Plant & Equipments, furniture & fixtures, Vehicles, office equipments, computers etc.

Other Expenses:

Our other expenses include Site Expenses, freight expenses, Design & labour charges, Commission, Insurance, Legal and Professional expenses, Rates, fees & taxes, rent, travelling & lodging expenses, power and fuel etc.

For the Period ended October 31, 2025 (Based on Restated Financial Statements)

Total Income:

Total income for the period ending October 31, 2025 stood at Rs. 5571.26 Lakhs.

Revenue from Operations:

During the period ending October 31, 2025 revenue from operations stood at Rs. 5486.96 Lakhs.

Other Income:

During the period ending October 31, 2025 other income was Rs 84.30 Lakhs.

Total Expenses:

The Total Expenses for the period ending October 31, 2025 stood at Rs. 5023.66 Lakhs.

During the period ending October 31, 2025, cost of material consumed stood at Rs. 1812.45 lakhs.

Purchase of Stock-in Trade

During the period ending October 31, 2025, Purchase of Stock-in-trade stood at Rs. 1888.09 lakh.

Employee benefits expense:

Our Company has incurred Rs. 602.741 Lakhs as Employee benefits expense for the period ending October 31, 2025.

Finance costs:

Finance costs for the period ending October 31, 2025 was Rs. 111.90 Lakhs.

Depreciation and Amortization Expenses:

Depreciation for the period ending October 31, 2025 was Rs. 12.69 Lakhs.

Other Expenses:

Other Expenses for the period ending October 31, 2025 stood at Rs. 595.79 Lakhs.

Restated Profit before tax:

The Company reported Restated profit before tax for the period ending October 31, 2025 of Rs. 547.60 Lakhs.

Restated profit after tax:

The Company reported Restated profit after tax for the period ending October 31, 2025 of Rs. 378.18 Lakhs.

Financial Year ending 2025 Compared to Financial Year ending 2024 (Based on Restated Financial Statements) Total Income:

Total income for the financial year 2024-25 stood at Rs. 13301.68 Lakhs whereas in Financial Year 2023-24 the same stood at Rs. 10413.76 Lakhs representing an increase of 27.73%. The main reason for the increase in total income is due to increase in revenue from sale of automation solutions, which has increased from Rs. 7746.95 Lakhs in FY 2023-24 to Rs. 9197.18 lakhs in FY 2024-25, representing an increase of 18.72% and increase in interest income form Rs. 71.13 lakhs in FY 2023-24 to Rs. 119.08 lakhs in FY 2024-25, representing an increase of 67.41%.

Revenue from Operations

During the financial year 2024-25, the net revenue from operation of our Company increased to Rs. 13171.78 Lakhs as against Rs. 10326.85 Lakhs in the Financial Year 2023-24 representing an increase of 27.55%. The main reason for increase in total revenue was due to increase in sale of automation solutions, which has increased from Rs. 7746.95 Lakhs in FY 2023-24 to Rs. 9197.18 lakhs in FY 2024-25, representing an increase of 18.72%.

Other Income:

During the financial year 2024-25, the other income of our Company increased to Rs. 129.90 Lakhs as against Rs. 86.91 lakhs in the Financial Year 2023-24 representing an increase of 49.46%. The increase in other income was majorly due to increase in interest income form Rs. 71.13 lakhs in FY 2023-24 to Rs. 119.08 lakhs in FY 2024-25, representing an increase of 67.41%.

Total Expenses

The total expense for the financial year 2024-25 increased to Rs. 11152.02 Lakhs from Rs. 8844.07 lakhs in the Financial Year 2023-24 representing an increase of 26.09%. Such increase was due to increase in expenses of the company like increase in cost of material consumed from Rs. 4888.80 lakhs in Fiscal 2023-24 to Rs. 5575.36 lakhs in Fiscal 2024-25 representing an increase of 14.04%, increase in purchase of stock-in-trade which increased from Rs. 2263.46 lakhs in FY 2023-24 to Rs. 3488.40 lakhs in FY 2024-25 representing an increase of 54.12%, increase in finance cost from Rs. 94.99 Lakhs in Fiscal 2023-24 to Rs. 120.67 Lakhs in Fiscal

2024-25 representing an increase of 27.04%, increase in employee benefit expenses which has increased from Rs. 691.29 lakhs in FY 2023-24 to Rs. 939.99 lakhs in FY 2024-25 representing an increase of 35.98%, and increase in other expenses from Rs. 892.86 lakhs in fiscal 2023-24 to Rs. 1009.67 lakhs in fiscal 2024-25 representing an increase of 13.08% as compared with previous year.

Cost of material consumed

Cost of material consumed increased to Rs. 5575.36 lakhs in F.Y 2024-25 from Rs. 4888.80 lakhs in F.Y 2023-24 representing an increase of 14.04%. Such increase is due to increase in purchase and inventory of raw-material.

Purchase of Stock-in Trade

Purchase of stock-in trade increased from Rs. 2263.46 lakhs in FY 2023-24 to Rs. 3488.40 in FY 2024-25 lakhs representing an increase of 54.12%

Employee benefits expense:

Our Company has incurred Rs. 939.99 Lakhs as Employee benefits expense during the financial year 2024-25 as compared to Rs. 691.29 Lakhs in the financial year 2023-24. The increase of 35.98% was mainly due to increase in salary expenses, Directors remuneration and Contribution to provident fund and other funds.

Finance costs:

These costs were for the financial Year 2024-25 increased to Rs. 120.67 Lakhs as against Rs. 94.99 Lakhs during the financial year 2023-24. The increase of 27.04% was due to increase in the interest expense.

Depreciation and Amortization Expenses:

Depreciation for the financial year 2024-25 stood at Rs. 17.93 Lakhs as against Rs. 12.67 Lakhs during the financial year 2023-24. The increase in depreciation was around 41.56% in comparison to the previous year.

Other Expenses:

Our Company has incurred Rs. 1009.67 Lakhs during the Financial Year 2024-25 on other expenses as against Rs. 892.86 Lakhs during the financial year 2023-24. There was an increase of 13.08% mainly due to increase in expenses like Freight expenses, Commission, Corporate social responsibility expense, Insurance, legal & professional expenses, postage & courier, rates, fees & taxes, rent expenses etc.

Restated profit before tax:

Net profit before tax for the financial year 2024-25 increased to Rs. 2149.65 Lakhs as compared to Rs. 1569.68 Lakhs in the financial year 2023-24, which was majorly due to factors as mentioned above.

Restated profit for the year:

The Company reported Restated profit after tax for the financial year 2024-25 of Rs. 1611.08 Lakhs in comparison to Rs. 1175.57 lakhs in the financial year 2023-24. The increase in PAT is in line with the increase in revenue of the company from Rs. 10326.85 lakhs in F.Y. 2023-24 to Rs. 13171.78 Lakhs in FY 2024-25 as stated above.

Financial Year ending 2024 Compared to Financial Year ending 2023 (Based on Restated Financial Statements) Total Income:

Total income for the financial year 2023-24 stood at Rs. 10413.76 Lakhs whereas in Financial Year 2022-23 the same stood at Rs. 7615.36 Lakhs representing an increase of 36.75%. The main reason for the increase in total income is due to increase in revenue from sale of automation solutions, which has increased from Rs. 5737.04 Lakhs in FY 2022-23 to Rs. 7746.95 lakhs in FY 2023-24, representing an increase of 35.03% and increase in other income, which has increased form Rs. 61.09 lakhs in FY 2022-23 to Rs. 86.91 lakhs in FY 2023-24 representing an increase of 42.27%.

Revenue from Operations

During the financial year 2023-24, the net revenue from operation of our Company increased to Rs. 10326.85 Lakhs as against Rs. 7554.27 Lakhs in the Financial Year 2022-23 representing an increase of 36.70%. to increase in revenue from sale of automation solutions, which has increased from Rs. 5737.04 Lakhs in FY 2022-23 to Rs. 7746.95 lakhs in FY 2023-24, representing an increase of 35.03%

Other Income:

During the financial year 2023-24, the other income of our Company increased to Rs. 86.91 Lakhs as against Rs. 61.09 lakhs in the Financial Year 2022-23 representing an increase of 42.27%. The increase in other income was majorly due to increase in interest income.

Total Expenses

The total expense for the financial year 2023-24 increased to Rs. 8844.07 Lakhs from Rs. 6828.59 lakhs in the Financial Year 2022-23 representing an increase of 29.52%. Such increase was due to increase in expenses of the company like increase in cost of material consumed from Rs. 3811.22 lakhs in FY 2022-23 to Rs. 4888.80 lakhs in FY 2023-24 representing an increase of 28.27%, increase in purchase of stock-in-trade from Rs. 1617.93 lakhs in FY 2022-23 to Rs. 2263.46 lakhs in FY 2023-24 representing an increase of 39.90%, increase in employee benefits expense from Rs. 546.56 lakhs in Fiscal 2022-23 to Rs. 691.29 lakhs in Fiscal 2023-24 representing an increase of 26.48%, increase in finance cost to Rs. 94.99 Lakhs in FY 2023-24 from Rs. 72.17 lakhs in FY 2022-23 representing an increase of 31.61% and increase in other expenses from Rs. 769.93 lakhs in fiscal 2022-23 to Rs. 892.86 lakhs in fiscal 2023-24 representing an increase of 15.97% as compared with previous year.

Cost of material consumed

Cost of material consumed increased to Rs. 4888.80 lakhs in F.Y 2023-24 from Rs. 3811.22 lakhs in F.Y 2022-23 representing an increase of 28.27%. Such increase is due to increase in purchase and inventory of raw-material.

Purchase of Stock-in Trade

Purchase of stock-in trade increased from Rs. 1617.93 lakhs in FY 2022-23 to Rs. 2263.46 in FY 2023-24 lakhs representing an increase of 39.90%

Employee benefits expense:

Our Company has incurred Rs. 691.29 Lakhs as Employee benefits expense during the financial year 2023-24 as compared to Rs. 546.56 Lakhs in the financial year 2022-23. The increase of 26.48% was mainly due to increase in salary expenses and , Contribution to PF & Gratuity and increase in staff welfare expenses.

Finance costs:

These costs were for the financial Year 2023-24 increased to Rs. 94.99 Lakhs as against Rs. 72.17 Lakhs during the financial year 2022-23. The increase of 31.61% was due to increase in the interest expense of the company.

Depreciation and Amortization Expenses:

Depreciation for the financial year 2023-24 stood at Rs. 12.67 Lakhs as against Rs. 10.77 Lakhs during the financial year 2022-23. The increase in depreciation was around 17.59 % in comparison to the previous year.

Other Expenses:

Our Company has incurred Rs. 892.86 Lakhs during the Financial Year 2023-24 on other expenses as against Rs. 769.93 Lakhs during the financial year 2022-23. There was an increase of 15.97% mainly due to increase in expenses like site expenses, design & labour charges, Insurance, corporate social responsibility, legal & professional expenses, rates, fee and taxes, repair & maintenance, travelling expenses etc.

Restated profit before tax:

Net profit before tax for the financial year 2023-24 increased to Rs. 1569.68 Lakhs as compared to Rs. 786.77 Lakhs in the financial year 2022-23, which was majorly due to factors as mentioned above.

Restated profit for the year:

The Company reported Restated profit after tax for the financial year 2023-24 of Rs. 1175.57 Lakhs in comparison to Rs. 607.93 lakhs in the financial year 2022-23. The increase of 93.37% is due to increase in revenue from operations of the company and other factors as stated above.

Information required as per Item (II)(C)(iv) of Part A of Schedule VI to the SEBI Regulations:

An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:

1. Unusual or infrequent events or transactions

There has not been any unusual trend on account of our business activity. Except as disclosed in this Red Herring Prospectus, there are no unusual or infrequent events or transactions in our Company.

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

There are no significant economic changes that may materially affect or likely to affect income from continuing operations.

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

Apart from the risks as disclosed under Section Risk Factors beginning on page 25 of the Red Herring Prospectus, in our opinion there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations.

4. Future changes in relationship between costs and revenues

Other than as described in the sections Risk Factors , Our Business and Managements Discussion and Analysis of Financial Condition and Results of Operations on pages 25, 112 and 224 respectively, to our knowledge, no future relationship between expenditure and income is expected to have a material adverse impact on our operations and finances.

5. Segment Reporting

Our business activity primarily falls within a single business segment, as disclosed in Financial Information of the Company on page 170 of this Red Herring Prospectus.

6. Status of any publicly announced New Products or Business Segment

Except as disclosed in the Chapter Our Business , our Company has not announced any new product or service.

7. Seasonality of business

Our business is to subject to seasonality. For further information, see Industry Overview, Risk Factors and Our Business on pages 101, 25 and 112 respectively.

8. Dependence on single or few customers

Given the nature of our business operations, we believe that our business is dependent on any single or a few customers. For further information, see Risk Factors on pages 25 of this Red Herring Prospectus.

9. Competitive conditions

Competitive conditions are as described under the Chapters Industry Overview and Our Business beginning on pages 101 and 112 respectively of this Red Herring Prospectus.

10. Details of material developments after the date of last balance sheet i.e. October 31, 2025.

After the date of last Balance sheet i.e. October 31, 2025 the following material events have occurred after the last audited period: a. The Company, in its Board meeting held on April 13, 2026, approved the audited financial statements for the period ended October 31, 2025. b. The Company, in its Board meeting held on April 15, 2026, approved the Restated Consolidated Financial Statements for the period ended October 31, 2025. c. The Company, in its Board meeting held on April 18, 2026, approved the Red Herring Prospectus.

CAPITALISATION STATEMENT

( in Lakhs)

	Pre Issue
Particulars		Post Issue*
	As on October 31, 2025
Borrowings
Short Term Debt	906.98	*
Long Term Debt	1061.23	*
Total Debts	1968.21	*
Shareholders\u2019 funds
Equity share capital	1201.00	*
Reserve and surplus	4102.16	*
Total shareholders\u2019 funds	5303.16	*
Long Term Debt / Shareholders\u2019 funds	0.20	*
Total Debt / Shareholders\u2019 funds	0.37	*

* The corresponding post issue figures are not determinable at this stage.

Notes:

1. Short term Debts represent which are expected to be paid/payable within 12 months and excludes instalment of term loans repayable within 12 months..

2. Long term Debts represent debts other than Short Term Debts as defined above but includes instalment of term loans repayable within 12 months grouped under Short term borrowing.

3. The figures disclosed above are based on restated statement of Assets and Liabilities of the Company as at October 31, 2025.