BharatRohan Airborne Innovations Ltd Management Discussions

OPERATIONS

The following discussion and analysis of our financial condition and results of operations for the Fiscal Year 2025, Fiscal Year 2024 and Fiscal Year 2023 is based on, and should be read in conjunction with, our Restated Consolidated Financial Information, including the schedules, notes and significant accounting policies thereto, included in the chapter titled "Restated Consolidated Financial Information" beginning on page 289 of this Draft Red Herring Prospectus. Our Restated Consolidated Financial Information has been derived from our audited financial statements and restated in accordance with the SEBI ICDR Regulations 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 consolidated financial information included in this Draft Red Herring Prospectus. You should also read the section titled "Risk Factors" beginning on page 35 of this Draft Red Herring 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 BharatRohan Airborne Innovations Limited, our Company. Unless otherwise indicated, financial information included herein are based on our

"Restated Consolidated Financial Information" for the Fiscal Year 2025, Fiscal Year 2024 and Fiscal Year 2023 included in this Draft Red Herring Prospectus beginning on page 289 of this Draft Red Herring 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

BharatRohan is engaged in an emerging business model, distinguishing itself as an agritech and agri value chain solutions provider. We leverage drone/UAV based platforms, with a main focus on Hyperspectral Imaging (HSI) technology Our company boasts a diversified portfolio of services and products. We deliver a comprehensive range of solutions to our associated farmers, specifically: (a) Providing of Crop Monitoring Services (CMS) via drones, which includes Integrated Crop Management (ICM) Practices; and (b) Sale of various branded agri-inputs, prominently featuring our proprietary brand, Pravir. We also engage in the sale of agri-output products, for which Integrated Crop Management Practices were provided by our Company and whose requirements are met throughout the agricultural value chain. This diversification allows us to cater to a broader spectrum of agricultural needs, offering our clientele a complete suite of solutions..

For more details, please refer chapter titled "Our Business" beginning on page 190 of this Draft Red Herring Prospectus.

KEY PERFORMANCE INDICATORS OF OUR COMPANY

As per Restated Consolidated Financial Information

( in Lakhs, otherwise mentioned)

Key Financial Performance	March 31, 2025	March 31, 2024	March 31, 2023
Revenue from Operations (1)	2,817.23	1,895.49	646.83
EBITDA (2)	792.27	736.66	191.43
EBITDA Margin (%) (3)	28.12%	38.86%	29.60%
PAT	758.64	690.40	180.87
PAT Margin (%) (4)	26.93%	36.42%	27.96%
Return on equity (%) (5)	28.21%	70.29%	128.09%
Return on capital employed (%) (6)	19.69%	35.42%	19.30%
Debt-Equity Ratio (times) (7)	0.04	0.25	0.46
Net fixed asset turnover ratio (times) (8)	22.33	43.38	27.29
Current Ratio (times) (9)	10.44	4.89	5.93
Domestic Market	2,817.23	1,895.49	646.83
Export Market	0.00	0.00	0.00
Domestic Market (%)	100.00%	100.00%	100.00%
	340

 

Key Financial Performance	March 31, 2025	March 31, 2024	March 31, 2023
Export Market (%)	0.00%	0.00%	0.00%

As certified by Keyur Shah & Associates, Chartered Accountants, Statutory and Peer Reviewed Auditor by way of their certificate dated July 13, 2025.

Notes:

(1) Revenue from operation means revenue from sale of our products and services

(2) EBITDA is calculated as Profit before tax + Depreciation + Finance Costs Other Income (3) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations (4) PAT Margin is calculated as PAT for the period/year divided by revenue from operations

(5) Return on Equity is calculated by comparing the proportion of net income against the amount of average shareholder equity.

(6) Return on Capital Employed is calculated as follows: Profit before tax + Finance Costs Other Income (EBIT) divided by (Tangible Net Worth + Total Debt + Deferred Tax Liabilities) (7) Debt to Equity ratio is calculated as Total Debt divided by equity (8) Net Fixed asset turnover ratio is calculated by dividing the Revenue from Operations by net Fixed Assets of the Company

(9 ) Current Ratio is calculated by dividing Current Assets to Current Liabilities

SIGNIFICANT DEVELOPMENTS AFTER MARCH 31, 2025

In the opinion of the Board of Directors of our Company, since the date of the stub period as disclosed in this Draft Red Herring 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, except for the following events which do not have a material impact on the profitability of our Company.

The members of our Company approved the proposal of Board of Directors to raise funds through initial public offering in the AGM held on June 12, 2025.

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

For details in respect of Statement of Significant Accounting Policies, please refer to the chapter titled "Restated

Consolidated Financial Information" beginning on page 289 of this Draft Red Herring Prospectus.

KEY COMPONENTS OF THE COMPANYS BALANCE SHEET

The following table sets forth select financial data derived from our restated statement of Balance Sheet as at Fiscal 2025, 2024, and 2023:

	Fiscal 2025	Fiscal 2024	Fiscal 2023
Particulars	Consolidated	Standalone	Standalone
Liabilities
Long-term Borrowings	-	160.33	107.09
Short-Term Borrowings	134.24	252.96	44.89
Trade Payables	94.94	72.77	4.10
Short-term provisions	100.81	43.30	14.85
Assets
Property, Plant & Equipment and Intangible Assets	231.04	100.01	46.56
Trade receivables	1,016.61	1,231.76	278.91
Inventories	1,493.21	253.57	2.29
Cash and cash equivalents	628.64	85.33	157.69
Short-term loans and advances	740.38	516.27	31.21

FISCAL 2025 COMPARED WITH FISCAL 2024

Borrowings:

The companys borrowings have decreased in Fiscal 2025 due to repayment of long-term and short-term borrowings during the year:

	Fiscal 2025	Fiscal 2024
Particulars	Consolidated	Standalone
Long-term Borrowings	-	160.33
Short-term Borrowings	134.24	252.96
Total	134.24	413.29

Trade Payables:

Trade payables include dues payable to creditors. The companys payables in Fiscal 2025 have increased in line with the growing expenses of the company. The following are details of the Trade Payables of the company:

( in Lakhs)

	Fiscal 2025	Fiscal 2024
Particulars	Consolidated	Standalone
Total outstanding dues of micro enterprises and small enterprises	33.75	13.42
Total outstanding dues of creditors other than micro enterprises
	61.19	59.35
and small enterprises
Total	94.94	72.77

Short-term Provisions:

The companys short-term provisions have increased in Fiscal 2025 due to an increase in the provision of income tax, and are offset by a decrease in the provision for audit fees:

	Fiscal 2025	Fiscal 2024
Particulars	Consolidated	Standalone
Provision for Gratuity	0.26	0.19
Provision for Income Tax	94.17	30.06
Provision for audit fees	6.38	13.05
Total	100.81	43.30

Property, Plant & Equipment and Intangible Assets:

Following are the details of "Property, Plant & Equipment and Intangible Assets":

Particulars	Fiscal 2025 Consolidated	Fiscal 2024 Standalone
Property, Plant & Equipment	93.59	35.97
Intangible Assets	32.56	7.73
Intangible Assets Under Development	104.89	56.31
Total	231.04	100.01

The company has purchased Plant & Equipment of 63.77 Lakhs and a Motor vehicle of 11.09 Lakhs in Fiscal 2025, which has contributed to the overall increase in Property, Plant & Equipment in Fiscal 2025. Further, the company has also booked expenditure of 48.58 Lakhs as Intangible Asset under Development in Fiscal 2025.

Trade receivables:

Trade receivables refer to outstanding dues from customers that remain unpaid. The following are details of the Trade receivables of the company:

	Fiscal 2025	Fiscal 2024
Particulars	Consolidated	Standalone
Trade receivables	1,016.61	1,231.76

The companys receivables decreased in Fiscal 2025 due to the fast collection of amounts from customers, resulting in a reduction in trade receivables outstanding of more than 6 months, falling from 162.41 Lakhs in Fiscal 2024 to 39.62 Lakhs in Fiscal 2025.

Inventories:

342

The companys inventory has increased due to an increase in Purchases of Stock-in-trade in Fiscal 2025, which is in line with the growing operations of the company. The following are the details of the Inventories of the company:

( in Lakhs)

	Fiscal 2025	Fiscal 2024
Particulars	Consolidated	Standalone
Drone FG	11.20	7.49
Stock-in-trade	1,482.01	242.36
Raw Material	-	3.72
Total	1,493.21	253.57

Cash & Cash Equivalents:

The companys Cash & Cash equivalents increased due to an increase in bank balance in the Current Account and an increase in investments in Sweep deposits, which is in line with the growing operations of the company. The following are the details of the Cash & Cash Equivalents of the company:

( in Lakhs)

	Fiscal 2025	Fiscal 2024
Particulars	Consolidated	Standalone
(a) Cash on hand
In Indian Currency	0.69	-
In Wallet Accounts	0.43	4.27
(b) Balances with banks
In current accounts	597.09	81.06
Investments in Sweep Deposits	30.43	-
Total	628.64	85.33

Short-term Loans & Advances:

The companys Short-term loans & advances increased due to an increase in MAT Credit Entitlement and an increase in advances to vendors. The following are the details of the Short-term loans & advances of the company:

( in Lakhs)

	Fiscal 2025	Fiscal 2024
Particulars	Consolidated	Standalone
Advance to employees	5.85	12.47
Advance to vendor	431.12	348.16
Prepaid expenses	6.38	0.65
Balance with GST Authority	41.77	21.07
MAT credit entitlement	254.59	132.84
Balance with revenue Authority	0.67	0.77
Margin Money with Bank	-	0.31
Total	740.38	516.27

FISCAL 2024 COMPARED WITH FISCAL 2023

Borrowings:

The Companys borrowings increased in Fiscal 2024 to finance the growing operations of the company. The following are details of Long- & Short-Term borrowings of the company:

( in Lakhs)

	Fiscal 2024	Fiscal 2023
Particulars	Standalone	Standalone
Long-term Borrowings	160.33	107.09
Short-term Borrowings	252.96	44.89
Total	413.29	151.98

Trade Payables:

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 35 of this Draft Red Herring Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following:

Changes in laws and regulations relating to the sectors/areas in which we operate;

Inability to identify or effectively respond to farmers needs, expectations or market practise in a timely manner;

Our ability to successfully implement our growth strategy and expansion plans, and to successfully provide end to end services;

Our failure to keep pace with rapid changes in technology;

Our ability to meet our further capital expenditure requirements;

Our ability to attract and retain qualified personnel;

Conflict of Interest with Promoters, the promoter group and other related parties;

Changes in political and social conditions in India, the monetary and interest rate policies of India and other countries;

Volatility of loan interest rates and inflation;

General economic and business conditions in the markets in which we operate and in the local, regional, national and international economies;

Changes in government policies and regulatory actions that apply to or affect our business;

Our inability to maintain or enhance our brand recognition;

KEY COMPONENTS OF THE COMPANYS PROFIT AND LOSS STATEMENT

Revenue from operations: Revenue from operations mainly consists of Income from Crop Monitoring services, Sale of Agri Inputs, Sale of Agri Outputs, Sale of traded goods, etc.

Other Income: Other Income includes Interest income, Bad Debts Recovered, Foreign Exchange Gain, Grant Revenue, customs duty refund, etc.

Expenses: The Companys expenses consist of Purchases of Stock-in-Trade, Employee Benefit Expenses, Finance Cost, Depreciation and Amortization Expense, Other Expenses, and tax expenses.

Employee Benefits Expense: Employee benefit expenses include Salaries, Wages & bonuses, Directors Remuneration, Gratuity Expenses, Contribution to Funds, and Staff Welfare Expenses.

Finance Cost: Finance Cost includes Interest Expenses and Other Borrowing Costs.

Depreciation and Amortization Expense: We recognize Depreciation and Amortization expense on a WDV basis as per the rates outlined in the Companies Act, 2013.

Other Expenses: Other expenses include Professional Charges, Travelling & Conveyance, Rent Expenses, Rates & Taxes, Business Promotion Expenses, Commission Expenses, etc.

FISCAL 2025 COMPARED WITH FISCAL 2024

( in Lakhs)

Revenue from operations increased significantly in Fiscal 2025, primarily due to an increase in revenue from Crop

Monitoring services, which grew from 1,130.04 Lakhs in Fiscal 2024 to 1,405.21 Lakhs in Fiscal 2025. This growth was further supported by an increase in the Number of farmers served from 12,729 in Fiscal 2024 to 3,485 in Fiscal 2025. Further, there was an increase in revenue from the sale of Agri-outputs from 721.11 Lakhs in Fiscal 2024 to 1,316.80 Lakhs in

Fiscal 2025. The revenue from Agri-output increased due to diversification into new products & at the same time increase in the sale of existing products. The following table shows the product-wise sales of Agri-Output: - (Rs. In Lakhs, except Percentage)

13.62 Lakhs in Fiscal 2025 and an increase in Directors Remuneration from 20.08 Lakhs in Fiscal 2024 to 29.82 Lakhs in Fiscal 2025. Companies headcount increased from 31 full-time employees at the end of Fiscal 2024 to 33 full-time employees at the end of Fiscal 2025.

Finance Cost

Finance Cost had decreased by 25.00 Lakhs from 67.28 Lakhs in Fiscal 2024 to 42.28 Lakhs in Fiscal 2025. This was primarily due to a decrease in Interest expenses from 53.33 Lakhs in Fiscal 2024 to 40.84 Lakhs in Fiscal 2025 & a decrease in Other Borrowing Costs from 6.04 Lakhs in Fiscal 2024 to 0.71 Lakhs in Fiscal 2025. These expenses decreased primarily due to a reduction in Total Borrowings from 413.29 Lakhs in Fiscal 2024 to 134.24 Lakhs in Fiscal 2025.

Depreciation and Amortization Expenses

Depreciation had increased by 139.59% from 14.32 Lakhs in Fiscal 2024 to 34.31 Lakhs in Fiscal 2025. This was primarily due to the addition of property, plant, and equipment and intangible assets of 116.77 Lakhs by the company during Fiscal

2025.

Other Expenses

Other expenses had increased by 36.18% from 233.56 Lakhs in Fiscal 2024 to 318.06 Lakhs in Fiscal 2025. The increase was primarily due to an increase in rent expenses by 23.62 Lakhs, Travelling & Conveyance by 24.01 Lakhs, Commission by 18.12 Lakhs, ROC Fees by 13.77 Lakhs, etc., in Fiscal 2025.

Tax Expenses

The Companys tax expenses are (36.88) Lakhs in Fiscal 2025. This was on account of Current Tax expenses of 121.75 Lakhs, MAT Credit Entitlement of (121.75) Lakhs, and deferred tax of (36.88) Lakhs in Fiscal 2025.

Profit after Tax

In Fiscal 2025, the Company reported a net profit of 758.64 Lakhs attributable to owners, marking an increase from 690.40 Lakhs in Fiscal 2024. This growth was primarily driven by an increase in Total Income, which rose from 1,897.83 Lakhs in Fiscal 2024 to 2,823.31 Lakhs in Fiscal 2025. The companys profit margin decreased on account of an increase in the Purchase of Stock-in-Trade & increase in employee benefit expenses.

FISCAL 2024 COMPARED WITH FISCAL 2023

( in Lakhs)

Revenue from Operation

Revenue from operations has increased by 193.04% from 646.83 Lakhs in Fiscal 2023 to 1,895.49 Lakhs in Fiscal 2024. Revenue from operations included the following:

( in Lakhs)

Revenue from operations increased significantly in Fiscal 2024, primarily due to an increase in revenue from Crop

Monitoring services, which grew from 361.45 Lakhs in Fiscal 2023 to 1,130.04 Lakhs in Fiscal 2024. This growth was further supported by an increase in the Number of farmers served from 3,485 in Fiscal 2023 to 2,714 in Fiscal 2024. Further, there was an increase in revenue from the sale of Agri-outputs from 243.67 Lakhs in Fiscal 2023 to 721.11 Lakhs in Fiscal

2024. The revenue from Agri-output increased due to diversification into new products & at the same time increase in the sale of existing products. The following table shows the product-wise sales of Agri-Output: - (Rs. In Lakhs, except percentage)

Other income had decreased by 3.36 Lakhs from 5.70 Lakhs in Fiscal 2023 to 2.34 Lakhs in Fiscal 2024 due to a decrease in Grant Revenue of 4.78 Lakhs and Price cancellation fees of 0.50 Lakhs. This decrease was offset by an increase in foreign exchange gain of 2.16 Lakhs.

Employee Benefit Expenses

Employee benefit expenses had increased significantly by 79.44% from 69.07 Lakhs in Fiscal 2023 to 123.94 Lakhs in Fiscal 2024. This was primarily due to an increase in Salary, Wages, Bonus & Other Allowances from 45.09 Lakhs in Fiscal 2023 to 93.78 Lakhs in Fiscal 2024 and increase in Employer Contribution to Funds from Nil in Fiscal 2023 to 4.85 Lakhs in Fiscal 2024 as Companies head count has increased from 17 full-time employees at the end of Fiscal 2023 to 31 full-time employees at the end of Fiscal 2024.

Finance Cost

Finance Cost had increased by 51.45 Lakhs from 15.83 Lakhs in Fiscal 2023 to 67.28 Lakhs in Fiscal 2024. This was primarily due to an increase in Interest expenses from 15.03 Lakhs in Fiscal 2023 to 53.33 Lakhs in Fiscal 2024 & an increase in Other Borrowing Costs from 0.80 Lakhs in Fiscal 2023 to 6.04 Lakhs in Fiscal 2024. These expenses increased primarily due to an increase in Total Borrowings from 151.98 Lakhs in Fiscal 2023 to 413.29 Lakhs in Fiscal 2024.

Depreciation and Amortization Expenses

Depreciation had increased by 37.56% from 10.41 Lakhs in Fiscal 2023 to 14.32 Lakhs in Fiscal 2024. This was primarily due to the addition of property, plant, and equipment and intangible assets of 34.32 Lakhs by the company during Fiscal 2024.

Other Expenses

Other expenses had increased by 304.01% from 57.81 Lakhs in Fiscal 2023 to 233.56 Lakhs in Fiscal 2024. The increase was primarily due to an increase in Business Promotion expenses by 61.93 Lakhs, Professional charges by 32.02 Lakhs, Travelling & Conveyance by 21.78 Lakhs, Auditors Remuneration by 12.05 Lakhs, Rent expenses by 11.40 Lakhs, etc., in Fiscal 2024.

Tax Expenses

The Companys tax expenses are (33.00) Lakhs in Fiscal 2024. This was on account of Current Tax expenses of 111.22 Lakhs, MAT Credit Entitlement of (111.22) Lakhs, and deferred tax of (33.00) Lakhs in Fiscal 2024.

Profit after Tax

In Fiscal 2024, the Company reported a net profit of 690.40 Lakhs attributable to owners, marking an increase from 180.87 Lakhs in Fiscal 2023. This growth was primarily driven by an increase in Total Income, which rose from 652.53 Lakhs in Fiscal 2023 to 1,897.83 Lakhs in Fiscal 2024. The companys profit margin increased due to a proportionate decrease in Employee Benefit Expense from 10.58% in Fiscal 2023 to 6.53% in Fiscal 2024 and Changes in Inventories of Finished Goods, WIP & Stock-in-trade from 18.38% in Fiscal 2023 to (13.04) % in Fiscal 2024 in relation to Total Income.

Cash Flows from Operating Activities

For the financial year ended March 31, 2025

Our net cash used in operating activities for the year ended March 31, 2025, was at (385.89) Lakhs as compared to the Profit Before Tax at 721.76 Lakhs. Our operating profit before working capital changes was 805.88 Lakhs for the financial year ended March 31, 2025 which was primarily adjusted against decrease in trade receivables by 210.63 Lakhs, increase in inventory by (1,239.64) Lakhs, increase in short term loans and advances by (224.12) Lakhs, increase in short term provisions by 114.58 Lakhs, increase in trade payables by 22.18 Lakhs, decrease in other current liabilities by (15.37) Lakhs and Net Income taxes paid of (57.65) Lakhs.

For the financial year ended March 31, 2024

Our net cash used in operating activities for the year ended March 31, 2024, was at (811.57) Lakhs as compared to the Profit Before Tax at 657.40 Lakhs. Our operating profit before working capital changes was 739.59 Lakhs for the period ended March 31, 2024 which was primarily adjusted against increase in trade receivables by (954.61) Lakhs, increase in inventory by (251.58) Lakhs, increase in short term loans and advances by (485.05) Lakhs, increase in trade payables by 68.67 Lakhs, increase in short term provisions by 120.04 Lakhs, increase in other current liabilities by 41.98 Lakhs and Net income taxes paid of (92.58) Lakhs.

For the financial year ended March 31, 2023

Our net cash generated from operating activities for the year ended March 31, 2023, was at 79.41 Lakhs as compared to the Profit Before Tax at 170.89 Lakhs. Our operating profit before working capital changes was 202.22 Lakhs for the financial year ended March 31, 2023 which was primarily adjusted against increase in trade receivables by (241.21) Lakhs, decrease in inventory by 119.93 Lakhs, increase in short term loans and advances by (29.44) Lakhs, increase in short term provisions by 24.91 Lakhs and Net income taxes paid of (10.19) Lakhs.

Cash Flows from Investment Activities

For the financial year ended March 31, 2025

For the financial year ended March 31, 2025, the net cash used in Investing Activities was (165.35) Lakhs. This was mainly on account of Purchase of Property, Plant and Equipment of (82.45) Lakhs and Purchase of Intangible Assets & IAUD of (82.90) Lakhs.

For the financial year ended March 31, 2024

For the financial year ended March 31, 2024, the net cash used in Investing Activities was (67.77) Lakhs. This was mainly on account of Purchase of Property, Plant and Equipment of (26.15) Lakhs and Purchase of Intangible Assets & IAUD of (41.62) Lakhs.

For the financial year ended March 31, 2023

For the financial year ended March 31, 2023, the net cash used in Investing Activities was (18.67) Lakhs. This was mainly on account of the Purchase of Property, Plant and Equipment of (9.98) Lakhs, Purchase of Intangible Assets & IAUD of (8.86) Lakhs and Interest received of 0.17 Lakhs.

Cash Flows from Financing Activities

For the financial year ended March 31, 2025

For the financial year ended March 31, 2025, the net cash generated from financing activities was 1,094.68 Lakhs. This was mainly on account of proceeds from the Issue of Share Capital of 1,354.16 Lakhs, repayment of long-term borrowings of (162.77) Lakhs, repayment of Short-Term Borrowings of (118.72) Lakhs, proceeds from non-current liabilities of 64.29 Lakhs, and Finance Cost of (42.28) Lakhs.

For the financial year ended March 31, 2024

For the financial year ended March 31, 2024, the net cash generated from financing activities was 806.98 Lakhs. This was mainly on account of proceeds from the Issue of Share Capital of 610.79 Lakhs, proceeds from Long-Term Borrowings of 386.00 Lakhs, repayment of Long-Term Borrowings of (330.60) Lakhs, increase in Short-Term Borrowings of 208.07 Lakhs, and Finance Cost of (67.28) Lakhs.

For the financial year ended March 31, 2023

For the financial year ended March 31, 2023, the net cash generated from financing activities was 89.80 Lakhs. This was mainly on account of proceeds from the Issue of Share Capital of 200.00 Lakhs, proceeds from Long-Term Borrowings of

30.00 Lakhs, repayment of Long-Term Borrowings of (1.03) Lakhs, repayment of Short-Term Borrowings of (123.34) Lakhs, and Finance Cost of (15.83) Lakhs.

RELATED PARTY TRANSACTIONS

Related party transactions with certain of our promoters, directors and their entities and relatives primarily relate to remuneration, salary, loans & advances, sales and the issue of Equity Shares. For further details of related parties kindly refer chapter titled "Restated Consolidated Financial Statements" beginning on page 289 of this Draft Red Herring 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 purpose 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 Consolidated 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 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 Consolidated Financial Statements" beginning on page 289 of this Draft Red Herring 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 has been no material fraud, 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 Draft Red Herring Prospectus, during the 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 35 of this Draft Red Herring 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 35 and 340 of this Draft Red Herring 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 35 of this Draft Red Herring 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 2023-24 Compared with Financial Year 2022-23" above.

Significant dependence on a single or few Suppliers or Customers

Our revenue is not dependent on a single or a few customers /suppliers.

Status of any publicly announced new products or business segments

Please refer to the chapter titled "Our Business" beginning on page 190 of this Draft Red Herring Prospectus for new products or business segments.

The extent to which the business is seasonal

Our business is seasonal in nature.

Competitive Conditions

Competitive conditions are as described in the Chapter "Our Business" beginning on page 190 of this Draft Red Herring Prospectus.