Crizac Ltd Management Discussions

OPERATIONS

The following discussion is intended to convey our managements perspective on our financial condition and results of our operations. Our Financial Year commences on April 1 and ends on March 31 of the following year, so all references to a particular Financial Year or a Fiscal are to the twelve months ended March 31 of that year.

You should read the following discussion in conjunction with the Restated Financial Information and the Proforma Consolidated Financial Information included in this Red Herring Prospectus for the Financial Years ended March 31, 2025, March 31, 2024, and March 31, 2023 including the related notes, schedules, and annexures. For further information, see ‘Restated Financial Information and ‘Proforma Consolidated Financial Information on pages 251 and 324.

The Restated Financial Information included in this Red Herring Prospectus are prepared and presented in accordance with requirements of Section 26 of the Companies Act, the SEBI ICDR Regulations and the Guidance Note on ‘Reports in Company Prospectuses (Revised 2019) issued by the ICAI, which differ in certain material respects from IFRS, U.S.

GAAP and GAAP in other countries, and our assessment of the factors that may affect our prospects and performance in future periods. This discussion may include certain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors or contingencies, including those described below and elsewhere in, this Red Herring Prospectus. For further information, see ‘Forward-Looking Statements on page 39. Also read ‘Risk Factors and ‘Principal factors affecting our financial condition and results of operations on pages 41 and 353, respectively, for a discussion of certain factors or contingencies that may affect our business, financial condition or results of operations. The Proforma Consolidated Financial Information of our Company included in this Red Herring Prospectus has been prepared to show retroactively the impact of the acquisition of Crizac UK, our Material Subsidiary, on our restated financial information for financial years ended March 31, 2024, and March 31, 2023, as if such transaction was completed on April 1, 2022. The Proforma Consolidated Financial Information also contains financial information for Fiscal 2025, in addition to financial information for 2024 and Fiscal 2023, for completeness, and easy comparability of Proforma Consolidated Financial Information with previous fiscals i.e., Fiscal 2024 and Fiscal 2023. For further information, see ‘Proforma Consolidated Financial Information on page 324.

Unless otherwise indicated, industry and market data used in this section has been derived from the report titled

‘Assessing the overseas education market dated June 2025 prepared by F&S which has been commissioned and paid for by our Company in connection with the Offer. F&S was appointed by our Company and is not connected to our Company, our Directors, our Promoters, our Subsidiaries, our Key Managerial Personnel, Senior Management or BRLMs. A copy of the F&S Report is available on the website of our Company at www.crizac.com/investors. The data included herein includes excerpts from the F&S Report and may have been re-ordered by us for the purposes of presentation. Unless otherwise indicated, financial, operational, industry and other related information derived from the F&S Report and included herein with respect to any particular calendar year/ Fiscal refers to such information for the relevant calendar year/ Fiscal. For further information, see ‘Risk Factor - This Red Herring Prospectus contains information from an industry report prepared by F&S which our Company has commissioned and paid for. on page

67. Also see ‘Certain Conventions, Presentation of Financial, Industry and Market Data and Currency of Presentation on page 35.

OVERVIEW

We are a B2B education platform for agents and global institutions of higher education offering international student recruitment solutions to global institutions of higher education in United Kingdom, Canada, Republic of Ireland, Australia and New Zealand (ANZ). Student recruitment solutions from India into the United Kingdom is our strength as a result of our strong relationships built over time with global institutions of higher education in the United Kingdom. (Source: F&S Report)

For the Fiscals March 31, 2025, March 31, 2024 and March 31, 2023, we sourced applications for enrolment into global institutions of higher education from over 75 countries through our agents globally who are registered on our proprietary technology platform. During the Fiscals 2025, 2024 and 2023, we processed over 7.11 lakh student applications while working with over 173 global institutions of higher education. As of March 31, 2025 we have around 10,362 Registered Agents globally who are registered on our proprietary technology platform and during Fiscal 2025, we had 3,948 active agents (i.e., agents from whom our Company has received applications during Fiscal 2025) (Active Agents) comprising

2,237 Active Agents in India and around 43.33% Active Agents i.e., 1,711 Active Agents in over 39 countries overseas including United Kingdom, Nigeria, Pakistan, Bangladesh, Nepal, Sri Lanka, Cameroon, Ghana, Kenya, Vietnam, Canada and Egypt.

Students and parents are increasingly recognizing the value of acquiring a global perspective, accessing world-class educational institutions, and experiencing diverse cultures (Source: F&S Report), and since commencement of our operations in Fiscal 2011, we have worked with our agent network to enable the students and parents in fulfilling such aspirations.

We also work in close collaboration with global institutions of higher education, which has helped us in developing expertise and understanding of their recruitment preferences and develop bespoke strategies that reflect and highlight their unique goals and strengths. This has enabled us to scale our business, and we have grown at a CAGR of 100.18% in terms of increase in our revenue from operations in Fiscal 2015 to our revenue from operations, based on Proforma Consolidated Financial Information, for Fiscal 2025.

During the Fiscals 2023, 2024 and 2025, we worked with over 173 global institutions of higher education primarily in United Kingdom, Republic of Ireland, Canada and USA. Some of the global institutions of higher education with whom we work with include University of Birmingham, University of Surrey, University of Sunderland, Nottingham Trent University, University of Greenwich, University of West London, University of Portsmouth, De Montfort University, Glasgow Caledonian University, Aston University, University of Dundee, Dundalk Institute of Technology, Coventry University and Swansea University.

We are based in India with co-primary operations in London, United Kingdom. In addition to extensive operations and employees in India, we have consultants in multiple countries including Cameroon, China, Ghana, and Kenya. As on March 31, 2025, we had a team of 368 employees and 12 consultants with extensive experience of the international educational landscape. Set out below is the geographic spread of our employees and consultants.

(This map is only for the purpose of representation and is not to be considered an accurate geopolitical representation.)

As of March 31, 2025 we have around 10,362 Registered Agents globally who are registered on our proprietary technology platform. We have developed an internal system to meticulously identify prospective agents, establishing connections and nurturing the relationship with agents. We seek to identify and work with agents whose objectives align with ours and foster a collaborative and symbiotic partnership. During Fiscal 2025, we had 3,948 Active Agents. Set out in the table below is a break-up of our agent network across geographies:

Sr. No.	Geography	Number of Active Agents during Fiscal 2025
1.	India	2,237
2.	Rest of the world	1,711
Total		3,948

Based on our Proforma Consolidated Financial Information, set out below are details of our revenue from operations bifurcated based on the geographical location of the global institutions of higher education.

(in million)

Country	Fiscal 2025	Fiscal 2024	Fiscal 2023
The United Kingdom	8,080.21	6,102.80	4,560.43
Canada	93.02	158.12	126.04
Republic of Ireland	272.80	48.67	17.45
Others	48.87	39.06	25.82
Total	8,494.91	6,348.66	4,729.74

We source applications for enrolment into global institutions of higher education from over 75 countries, through our agents globally who are registered on our proprietary technology platform. Set out below is a geographical representation of the countries from which we source applications for enrolment into global institutions of higher education:

(This map is only for the purpose of representation and is not to be considered an accurate geopolitical representation.)

The details of applications processed by us from different geographies is as under:

Country	Fiscal 2025	Fiscal 2024	Fiscal 2023
India	1,65,541	192,230	152,539
Asia (excluding India)	85,376	42,105	9,971
Africa	22,091	27,143	9,728
Others	2,889	1,024	701
Total	2,75,897	262,502	172,939

PRINCIPAL FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our ability to grow our business is directly correlated to our ability to maintain and expand the entrenched relationship that we have with global institutions of higher education. We have over the years established long standing relationship with a global network of institutions of higher learning and for Fiscals ended March 31, 2025, March 31, 2024, and March 31, 2023 we worked with over 173 global institutions of higher education predominantly across United Kingdom, Republic of Ireland, Canada and USA. We are one of the leading education platforms offering international student recruitment solutions to global institutions of higher education in United Kingdom, Canada, Republic of Ireland, Australia and New Zealand (ANZ). Student recruitment solutions from India into the United Kingdom is our strength as a result of our strong relationships built over time with global institutions of higher education in the United Kingdom. (Source: F&S Report) Out of our top 30 global institutions of higher learning, based on our revenue from operations, during Fiscal 2025, Fiscal 2024, and Fiscal 2023, we have had longstanding relationship of over 5 years with more than 20 global institutions of higher learning. During Fiscals 2023, 2024, and 2025 we processed over 7.11 lakh student applications while working with over 173 global institutions of higher education. During Fiscal 2025, Fiscal 2024, and Fiscal 2023, our revenue from our 10 top global institutions of higher education, based on our Proforma Consolidated

Financial Information was 5,994.25 million, 5,114.17 million and 3,897.00 million, constituting 70.56%, 80.56%, and 82.39% of our revenue from operations, respectively. While growth in new relationship with global institutions of higher education is key to increasing our revenue base, our revenue model also requires us to broad-base the services provided to future students. Accordingly, we intend to diversify our service offerings to include a wider range of services such as providing guidance on available financial aid options, and engaging in other aspects which form a part of the international study eco-system such as (i) student loans and foreign exchange facility for which are proposing to enter into tie-ups with financial institutions, (ii) Visa application assistance, and (iii) accommodation for which we will enter into tie-ups with property management services and accommodation providers across our focus geographies. We anticipate that offering a wider range of service offerings will make our service proposition more attractive to future students, while also broad-basing our revenue source.

Widening the pool of agents in India and overseas

As of March 31, 2025 we have around 10,362 Registered Agents globally who are registered on our proprietary technology platform. We have developed an internal system to meticulously identify prospective agents, establishing connections and nurturing the relationship with agents. We seek to identify and work with agents whose objectives align with ours and foster a collaborative and symbiotic partnership. During Fiscal 2025, we had 3,948 active agents (i.e., agents from whom our Company has received applications during Fiscal 2024) (Active Agents) comprising 2,237 Active Agents in India and around 43.33% Active Agents i.e., 1,711 Active Agents in over 39 countries overseas including United Kingdom, Nigeria, Pakistan, Bangladesh, Nepal, Sri Lanka, Cameroon, Ghana, Kenya, Vietnam, Canada and Egypt. Our top 10 agents, based on our Proforma Consolidated Financial Information, contributed 702.05 million, 601.76 million, and 700.08 million, during, Fiscal 2025, Fiscal 2024, Fiscal 2023, constituting 8.26%, 9.48%, and 14.80%, of our revenue from operations, respectively. One of aspects that will be critical for our continued growth will be to deepen our ties with our existing agent network and to augment our agent network in India and globally. We will continuously seek to deepen our ties with existing agents and increasing the number of agents who avail of our services. Further, we propose to augment our network of agents in China. India and China are the top two sources of students going abroad for education and accounting for close to 40% of the total international higher education expenditure. While these countries have the maximum students outbound for studies abroad every year, they also have the maximum students (more than a million) studying abroad across various undergraduate and post graduate courses. In CY 2023, close to 1.48 million students were pursuing higher education globally from India, while the same for China stood at over a million (Source: F&S Report) These agents source for us aspiring students who are looking for higher education overseas and are, therefore, critical to our business. Based on our Proforma Consolidated Financial Information, in Fiscal 2025, Fiscal 2024, and Fiscal 2023, our payments to agents was 5,992.38 million, 4,446.36 million, and 3,076.12 million, constituting 70.54%, 70.04%, and 65.04%, respectively, of our total revenue from operations. Since our revenue is directly related to the numbers of aspiring students who enrol with the global institutions of higher learning, and agents are the source of students, continuously deepening our ties with existing agents and augmenting the number of agents who avail of our services is essential to our business. Accordingly, we continually work on factors that increase the attractiveness of our services to agents and also provide access to our proprietary technological platform on which agents can avail our service offering. We also anticipate that augmenting our network in China will lead to greater applications from Chinese students being routed through us, which will in turn have a positive impact on our business and results of operation. Further, we expect that us establishing relationship with global institutions of higher education in the USA will be a crucial factor in deepening our existing agent network since it will increase the opportunities that students will have.

Expanding our geographic footprint with a particular focus on expanding our network of global institutions of higher education in Ireland, Canada and ANZ and establishing relationship with global institutions of higher education in the USA

We have over the years established long standing relationship with a global network of institutions of higher learning and for Fiscals ended March 31, 2025, March 31, 2024, and March 31, 2023 we worked with over 173 global institutions of higher education predominantly across United Kingdom, Republic of Ireland, Canada and USA. During the Fiscals 2023, 2024 and 2025, we processed over 7.11 lakh student applications while working with over 173 global institutions of higher education. We propose to expand our geographic footprint to include in particular global institutions of higher education in the Republic of Ireland, Canada and ANZ. India and China figure as the top source countries for students moving abroad for higher education, and both these countries are expected to witness a tremendous uptick in their disposable income. Further, in particular, the demand for affordable and accessible international education is on the rise in India, fueled by the expanding middle class and limited domestic options. (Source: F&S Report)

In academic year 2023-2024, ANZ witnessed an aggregate of 474,045 enrolment in higher education courses with a maximum number of students from China and India. (Source: F&S Report) While we have established relationship with few global institutions of higher education in ANZ, we will augment our focus to increase our reach and forge new relationships with global institutions of higher education across ANZ. International students are estimated to have spent around USD 53 Bn for higher education in USA in the year 2023, while the same for UK is USD 36 BN. For Canada and Australia the estimated spend is USD 33 Bn and USD 18 Bn respectively. (Source: F&S Report) We have effectively commenced our recruitment journey in the US in Fiscal 2024. We have also entered into contracts with certain global institutions of higher education in US. We expect that partnership with global institutions of higher education in the USA and ANZ will heighten our visibility and increase our profile and, consequently, garner us more agents and increase the number of students who seek to apply to global institutions of higher education through us, all of which ought to have a positive effect on our reputation and business.

Expanding the range of our services by harnessing our proprietary technological platform

Currently, our service bouquet comprises primarily admission related services. We intend to diversify our service offerings to include a wider range of services. We anticipate that offering a wider range of service offerings will make our service proposition more attractive to future students, while also broad-basing our revenue source. While tuition fee is the largest component of overseas education expenses, other aspects also contribute to the overall education expenditure. We propose to provide guidance on available financial aid options, and engaging in other aspects which form a part of the international study eco-system such as (i) student loans and foreign exchange facility for which are proposing to enter into tie-ups with financial institutions, (ii) Visa application assistance, and (iii) accommodation for which we will enter into tie-ups with property management services and accommodation providers across our focus geographies. Currently, we are contemplating the viability of these added services on a ‘per-lead basis and, or, on a ‘commission model with entities providing these services. We view these offerings as ‘value added services which we expect will broaden our target audience and also give us a deeper connect with them, in particular when we venture into the B2C (i.e., catering directly to the student population without an agent in between) business model. We also propose to invest in continual market research to identify emerging study destinations, popular courses, and changing student preferences. This is expected to involve the use of data analytics to anticipate trends and tailor our services. We are also in the process of developing various new features in our proprietary technology platform which will make the process more technology enabled and hence more efficient. This will ensure that our proprietary technology platform is scalable and nimble, capable of being customised to suit the preferences of disparate global institutions of higher education while continuing to provide agents and students a seamless experience. Harnessing technology will, in addition to, augmenting the ‘look-and-feel of our brand will also enable us to engage with a much broader audience and garner greater attention.