Aurionpro Solutions Ltd Management Discussions.

1. OVERVIEW

Aurionpro Solutions Limited ("Aurionpro") financial statements have been prepared in accordance with Indian Accounting Standards ("Ind AS") as prescribed under section 133 of the Companies Act, 2013 ("the Act"), read with the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and other provisions of the Act to the extent notified and applicable. The management of Aurionpro accepts responsibility for objectivity and integrity of these financial statements, as well as for various estimates and judgments used therein. The estimates and judgments relating to the financial statements have been made on a prudent and reasonable basis, in order that the financial statements reflect in a true and fair manner, the state of affairs. The management of Aurionpro is committed to continuously improving the level of transparency and disclosure. As such, an attempt has been made to fully and completely disclose information herewith about the company, its business, operations, outlook, risks, and financial condition. The forward-looking statements contained herein are subject to certain risks and uncertainties,including, butnotlimited to,therisksinherent in the companys growth strategy, dependency on strategic clients, and dependency on availability of qualified technical personneland other factors discussed in this report. Readers are cautioned not to place undue reliance on these forward- looking statements, which reflect Aurionpro managements analysis only as of the date hereof.

2. ECONOMIC OUTLOOK

The global economy, after contracting during the year 2020 amid unprecedented health crisis, is witnessing sharp recovery this year. The revival is propelled by various fiscal and monetary policy measures unveiled by the countries to arrest the contraction and to fuel recovery. As per the International Monetary Fund ("IMF") world economic outlook, global economy is projected to grow 6.0% in 2021 and 4.9% in 2022. The recovery is led by developed nations and a sharp divergence is being witnessed between growth in emerging and developed economies. The IMF report advocates that the multilateral actions have a vital role to play in diminishing such divergence and strengthening global prospects. The supply chains are being restores as well as re-aligned after disruptions witnessed last year. The global trade volumes are projected to expand 9.7% in 2021. The transmission of COVID-19 virus is expected to be brought to low levels everywhere by the end of 2022 through combination of better targeted precautions and improved access to vaccinations and therapies. The countries are expected to sustain economic recoveries, however, uncertainties subsist as the tangible recovery is not assured until the pandemic is beaten back globally.

On the domestic front, with the second wave of COVID-19 ebbing, the economy is back on the recovery path. The high frequency data regarding various economic indicators is pointing towards sharp recovery. The financial sector, facing headwinds for a long period, appears to be back to good health. The sector has not witnessed wide spread bankruptcies or defaults as were feared on account of pandemic related disruptions. The banking system appears to be adequately capitalised to fund future growth of the economy. The sudden emergence of the new variants of the virus continues to pose risks to the economic recovery, however, this risks is being mitigated with the growing number of vaccinated population and with the businesses learning quickly to function amid restrictions. The Indian economy is projected to grow after witnessing an unprecedented contraction last year. However, strong revival may have to wait until uncertainties posed by the pandemic are over. In this backdrop, the economic outlook remains cautiously optimistic.

3. INDUSTRY STRUCTURE AND DEVELOPMENTS

The pandemic has ushered a new era for the information technology sector which is poised to see huge growth led by larger digitization, enhanced technology spending in core segments such as BFSI, manufacturing and retail. The worldwide IT spending is projected to total $4.2 trillion in 2021, an increase of 8.6% from 2020, according to the latest forecast by Gartner Inc. The growth in spending is witnessed across all the segments of the sector including data centre systems, enterprise software, IT services, hardware and overall IT. The trend is expected to accelerate further in future. The Indian IT industry is also likely to see a similar trajectory. According to the recent report by a leading research organisation, Indian IT industry is likely to experience accelerated growth in the next few years to reach US$ 300-350 billion by 2025. The technology organisations have built robust pipelines during the pandemic and had significant revenue growth driven by digital adoption. The businesses have built new capabilities through reskilling, new partnerships in the areas of digital technologies around cloud/migration, automation, next-gen security etc. The technology industrys capabilities have witnessed significant evolution as a result of COVID-19 led challenges. The fintech sector continues to see robust growth on the back of increased spending on automation, digital and contactless technologies.

The pandemic has pushed the demand for cloud across the globe with digital transformation accelerating across industries, and internet becoming a lifeline for people. The shift towards cloud has pushed increased investments in hyper-scale datacentres. According to a research, the digital and cloud services present a US$600-700 billion opportunity. The global enterprise technology services spending is estimated to grow at an average of 5%YoY to reach US$1.2-1.3 trillion annually by 2025. The shift in enterprise spending towards digital and cloud services is likely to account for US$350-400 billion of incremental spend by 2025.

The rising need for faster payment process owing to increase in number of daily travellers/commuters has buoyed the demand for rapid payment solutions across the globe. Additionally, with smart city projects, the government is taking several key measures for the growth of rapid transport solutions in India, especially in the Tier-I and Tier-II cities. With the swift development of transport solutions, the Automated Fare Collection Systems ("AFC") market has registered high growth over the past few years. Then pandemic has further accelerated the demand for the contactless ticketing systems as a result of which the outlook for the AFC segment remain robust.

4. SEGMENT WISE OFFERINGS AND PERFORMANCE

Aurionpro is a global technology solutions providers with a wide range of offerings catering to the varied customers which includes large banks & financial institutions, governments, government undertakings and other business organizations. We are squarely focussed on innovation, consistently investing on newer technologies and adapting with the changing times. We launch upgrades and develop offerings, keeping up with the latest technology trends and customers requirements. Our offerings are described below:

a. Banking & Fintech:

Aurionpro is a leading player in this segments offering IP based solutions since more than two decades. Our Banking Products and Solutions represent an ideal combination of rich domain and functional knowledge and cutting edge technical expertise. Leading banks and financial institutions across Asia leverage our innovative & dependable solutions to differentiate themselves among competition, achieve business advantage & drive business growth through reduced cost and optimal operational excellence.

Our Smart-Lender Product Suite is an end to end integrated credit risk management system which improves productivity, enhances credit quality and improves operational efficiency. It incorporates Basel- II risk management framework with the best of breed credit risk management practices from international banks and it continues to be the platform of choice across lending banks in South Asia.

We will be launching "Smart-Lender Cloud", a cloud offering of our Lending Product Suite. The Smart-Lender Cloud will help to accelerate the Banks digital transformation agenda while charting the course for a smooth multi-country rollout with a robust, highly scalable and agile solution. The Smart-Lender Cloud is available on both public and hybrid cloud.

Our Corporate Banking Suite consists of Transaction Banking Platform and the Lending Banking Platform. The iCashpro+ is the next generation transaction banking platform which has been built from the ground up incorporating the best breed tools and cutting edge technologies to drive operational efficiencies while retaining the highest level of accuracy and precision in servicing a complex ecosystem of banks, large corporates and SME customers.

Our ACE Platform is the industrys most comprehensive platform to rapidly deploy customer-facing technologies across a wide range of industry verticals. Our integrated ACE platform aims to digitize the entire branch operations covering account opening, transactions and account servicing.

b. Technology Innovation Group

Recognizing the huge opportunities in digital solutions around our current offerings, we have combined smart city, smart mobility and Data center offerings under single SBU Tech Innovation Group (TIG).

Aurionpro is an established player in the Smart City segment in India and has successfully implemented 3D City, City Surveillance projects in various states. With rapid urbanization and the budgetary boost to the Smart City Mission of India, this sector creates huge opportunities for the Aurionpro.

Smart Mobility is an emerging idea which has potential to change the face of city transportation. According to a study, globally smart mobility segment is expected to grow at a highest CAGR in next decade. Aurionpro offers Automated Fare Collection ("AFC") Solutions panning different technologies like open loop EVM based ticketing, close loop based ticketing and account based ticketing. With the strategic acquisition of SC Soft Technologies, Aurionpro has positioned itself as the market leader having both software and hardware solutions required for the AFSC Solutions. Aurionpro is now best placed to expand its footprint in this segment and is poised to tap opportunities in India as well as in other parts of the globe.

Aurionpro has also ventured into the Data Centre building, consulting and hybrid cloud services in recent years and has built a strong team of industry veterans, with over 20+ years of experience in the field, for this purpose. Aurionpro has also signed up with some customer for providing consultancy and assistance for rolling out of 100 MW Data Centres within next few years. Further, Aurionpro is also providing consultancy to the other industry leaders on Data Centre designs and implementation. Recently, Aurionpro has also signed some key partnerships in this segments which shall boost our position best place us to tap immense opportunities in this segment.

5. OPPORTUNITIES AND THREATS

The IT industry globally is expected to see a high growth phase thanks to the enhanced technology adoptions, digitization and automation by the businesses. Over the years, Aurionpro has built a robust portfolio of offerings with a strong customer base having marquee names as our clients. keeping up with the technology trends and to enhance customer experience we constantly endeavour to upgrade our offerings. We are slated to launch our products, catering to the banking industry, on cloud. Our cloud based offerings will lead to ease of implementation, enhanced performance and cost effective solutions. Some new launches are also expected in transit business segment. Thus, having built necessary capabilities and with robust offerings, Aurionpro is best placed to grab immense opportunities created in the buoyed IT Sector.

The outlook remains optimistic, however, the management is mindful of the economic environment. The uncertainties posed by the pandemic are still subsisting. The global vaccine coverage is still not sufficient to reduce the risk of emergence of new variants of the virus which would could wreck the economic recovery witnessed since past few months. The management is watchful of the evolving situation and should undertake measures to mitigate the risks.

6. RISKS AND CONCERNS

An organization is exposed to various risks which are of strategic, systemic or operational nature. Some of such risks may be concerning the external environment and systems in which they operate and some risks are inherent internal risks within the organization. At Aurionpro,themanagement has deployed disciplined mechanism to evaluate various suchrisks,foreseefuturerisksand devise necessary controls and plans to avoid and mitigate risks. The management periodically reviews the risk exposure and implements appropriate measures wherever required. The key risks and uncertainties have been highlighted below:

• The global economy, after facing an unprecedented contraction last year, is back on the recovery path. However, recovery is largely led by developed world and the emerging economies are expected to take longer time to recover. This may have an impact on the businesses in these markets. The businesses should decide their strategies and focus markets accordingly.

• The pandemic had led to the severe restrictions and lockdown in several parts of the world which resulted in broken supply chains causing huge business disruptions. The supply chains are being restored but there is also emergence of new alignments. The businesses should be watchful of evolving situation and should re-draw their strategies to stay competitive and cost effective.

• T here are continued restrictions on the mobility and engagements with the various stakeholders, including the customers, employees and partners, is still largely in the virtual mode. The organisations must adapt to this new form of engagements and must re-skill and provide training to the sales force and employees appropriately.

• T he work from home or remote locations is a new normal. But this has increased exposure of the organisations towards data breaches and cyber security. The organisations are required to invest in order ensure IT security and lay down policies and procedures to ensure data protection.

• T he Aurionpro keeps investing in future technologies and enhancement of offerings which would dominate the markets. The success of such offerings would largely depend on the ability of the Aurionpro to position rightly in the market and focused marketing approach. Aurionpro understand this and adopts right marketing and promotion activities to educate and apprise the market about Aurionpros innovations

• The meeting of the customersand markets expectations is the key challenge for any organization and in order to meet this challenge, the companies will have to keep investing in its offerings and keep upgrading the same as per the customer needs and market trends. All the industry players face this challenge. Aurionpro constantly invests in newer technologies and innovations in order to improve the performance of its offerings and the customer experience.

• A urionpro faces strong competition in the markets and industries it serves. Its biggest vertical of focus - financial services have strong competitors who seek to win over Aurionpro share of customers budget. The most effective strategy has been to focus in providing exceptional customer experience and adopt a model of co-owning the customers business objectives and rallying to deliver and exceedthem.

• Tttracting and retaining of the talent is critical for any organization. Aurionpros success depends upon its ability to attract and retain highly skilled resources and managers. The loss of key resources, specially to the competitors, could materially impact our business/ we adopt risk-reward model for all our top management and managers thereby creating additional incentives for them to drive the Companys objective forward.

7. RESEARCH ANDDEVELOPMENTS

The technology landscape globally is changing rapidly and the organisations are required to constantly keep abreast in the dynamic environment. The research and development is a continuous activity and Aurionpro pledges sufficient amounts to fund research and development. We have also built a team of skilled resources focussed on enhancement of our offerings. We will continue to maintain healthy levels of R&D investments across all our offerings which shall drive our future growth.

8. FUTURE OUTLOOK

The uptick is being seen in the global economy and the recovery appears to be comprehensive across all the sectors but IT sector is particularly buoyant. Aurionpro has shown resilience during the worst phase of economic disruption caused by the pandemic. Our strategy to focus on the high margin core businesses has been fruitful and has boosted our margins. We are also on track to become a net debt free by the end of this calendar which shall boost our margins further. Further, there are slew of new product launches slated this year which shall strengthen our market position. We are seeing good traction across all segments and increasing pipelines. The outlook remains positive.

Consolidated Financial Performance FY2020-21 (Continued Operations)

The Company recorded Revenue of Rs 374 crs during F21, a decline of 20% compared to FY 20 largely on account of the pandemic related disruptions during the H1—FY 21.

EBITDA for the FY21 stood at Rs 84 crs as against Rs 85 crs in FY20. EBIDTA margins stood at 22.4% as compared to 18.0% for FY20, an increase of 440 bps.

- Our EBIDTA for FY21 stood at Rs 83.8 crs as compared to Rs 84.5 crs in FY20, almost at the same level as FY 20.

- Cost rationalization programs and focus on high margin businesses led to an increase in EBIDTA margins of 440 bps on Y-o-Y basis. EBIDTA margins for FY21 stood at 22.1% as compared to 17.8% in FY20

- Cdjusted PBT before impairment of intangible assets stood at Rs 42.6 crs in FY21, up 24% from Rs 34.3 crs in FY20.

On the Balance Sheet side, as on 31st March 2021, our Gross Debt stood at Rs.114 crs as against Rs.129 crs backed by constant profitability and operating cashflows.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE Revenue from operations

Our revenues are derived from information technologies & consultancy services and sale of equipment and software licenses. During the year, the total revenue from operations (consolidated) was Rs 37,401.77 lakhs against Rs 46,976.08 lakhs for the previous year.

Operating and other expense

The operating and other expenses comprise of Software licenses and material costs, Administration and other general functions, travelling, communication, legal and professional charges, rent, repairs and maintenance, recruitment and training and other allocated infrastructure expenses.

During the year, the operating and other expense were Rs.14,047.12 lakhs as against Rs.23,606.09 lakhs in the previous year.

Employee Benefit Expenses

During the year, the Employee Cost was Rs.14,978.15 lakhs as against Rs.14,920.55 lakhs in the previous year.

Earnings before interest, taxes, depreciation and amortization (EBITDA) excluding other income

During the year, our operating Profit was Rs 8,376.49 lakhs as against Rs 8,449.44 lakhs for the previous year.

Depreciation and amortization expense

The depreciation on Property Plant & Equipment (PPE) , Other Intangible Assets and Right to Use Assets was Rs.13,939.06 lakhs for the year as against Rs 3,968.75 lakhs during the previous year. As percentage of revenue, It was 37.27 % and 8.45% for the year and previous year respectively. It was higher on account of accelerated amortization of Rs.10,505.06 lakhs charged to unified Depreciation and amortization policy in group.

Other Income

Other Income primarily consists of interest income, dividend income, Foreign exchange fluctuation gain, Rental income and other miscellaneous income. Other income for the year was Rs.297.45 lakhs compared to Rs 978.79 lakhs for the previous year.

Tax expense

Current tax expense was Rs 738.95 lakhs as against Rs 428.21 lakhs for the previous year and Deferred tax credit was Rs 445.66 lakhs as against Rs.169.46 lakhs for the previous year.

Profit before tax (PBT)

Net Profit / (Loss) before tax from Operations for the year was (Rs.11,463.26) lakhs, i.e. (31%)of revenue, Rs 3,677.84 lakhs, i.e.8 % of Revenue for the previous year .

Profit after tax (PAT)

Net Profit / (Loss) after tax for the year was Rs (11,756.55) lakhs, i.e. (31%) of revenue, Rs 3,419.09 lakhs, i.e. 7.28 % of Revenue for the previous year. Other Equity

Other Equity as at 31st March, 2021 Decreased to 31,366.70 lakhs as compared with 52,059.92 lakhs as at 31st March, 2020.

Short-term and long-term borrowing

The total short-term and long-term borrowing as at 31st March, 2021 was Rs.11,375.08 lakhs as against Rs.12.959.10 as at 31st March, 2020.

Trade Payable and other current liabilities

The total Trade Payable and other current liabilities (financial and Non-Financials) decreased by Rs 4,153.86 lakhs from Rs.16,878.70 lakhs on 31st March, 2020 to Rs.12,724.85 lakhs on 31st March, 2021.

PPE, Other Intangible Assets and capital work in progress

The Net Block of PPE, Other Intangible Assets and capital work in progress Decreased by Rs.2,8045.42 lakhs from Rs 36,201.62 lakhs as on 31st March, 2020 to Rs 8,156.20 lakhs on 31st March, 2021.

Non-current Investments (Net)

There was an decrease in the investments by Rs 577.21 lakhs from Rs 4,169.18 lakhs as on 31st March, 2020 to Rs 3,591.97 lakhs on 31st March, 2021. Other Non-Current Assets (Financials and Non Financials)

There was a decrease in Long-term loans and advances from Rs.1,566.36 lakhs on 31st March, 2020 to Rs.1,312.85 lakhs on 31st March, 2021. Trade receivables

Trade receivables as on 31st March, 2021 was Rs.10,305.44 lakhs against Rs.13,338.17 lakhs on 31st March, 2020. In the opinion of management, all the Trade receivables are good, recoverable and necessary provision has been made for debts considered to be bad and doubtful. The level of receivables is normal and is in tune with business requirements and trends.

Cash and cash equivalents

The cash and bank balances lying with the company as on 31st March, 2021 were Rs.2217.04 lakhs as against Rs.2,001.48 lakhs in the previous year.

Non-Current Assets Held for Sale and Discontinued Operations

The Company has divested the entire stake to Forecepoint LLC based on requisite regulatory and governing approval. Accordingly, the investment in Cyberinc Corporation Inc, USA and other entities (Disposal group) engaged in Cybersecurity business have been measured at fair value less cost to sale in the financial statements for the Company share of INR 5,200.70 lakhs in Assets held for Sale and the disposal group have also been considered as discontinued operations in accordance with Ind AS 105 - Non-Current Assets Held for Sale and Discontinued Operations. The effect of fair valuation of 4,618.37 lakhs has been included in the exceptional items.

Key Financial Ratio:

Ratio FY2021 FY2020
1 Debtors Turnover Ratio 3.63 3.52
2 Current Ratio 1.9 1.6
3 Debt Equity Ratio* 0.3 0.2
4 Interest Coverage Ratio** (3.8) 3.3
5 Operating profit margin 30.93% 28.31%
6 Net Profit Margin** (31.40%) 7.30%
7 Inventory Turnover Ratio 4.1 4.67
8 Return on Net Worth (RONW)** (34.90%) 6.30%

([*] [**] Considered Significant, as defined under the amended SEBI (LODR) Regulations i.e. over 25% compared to previous year.)

* Change due to decrese in networth on account of divestment cyberinc corporation and shown at fair value under Assets held for Sale"

** Change due to loss from the operation of discontinued business, execeptional loss on account of effect of fair valuation for divestment cybersecurity business and impact of accelerated Amortisation on Other Intangible Assets.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Directors Report section in the Annual Report discusses the adequacy of our internal control system and procedures.

10. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED

The Employees being our critical asset for any organization specially an IT company. Over a period Aurionpro has built a strong team consisting of domain experts. Our personnel policies are focused on creating an environment which will derive best returns for the organization as well as the concerned employees. The Company had strengthened its workforce by employing 978 permanent employees as compared to 1029 employees in the preceding year.