CWD Ltd Management Discussions

1. Economic Overview

1.1 Global Economic Overview

The global economy navigated FY 2025-26 amid persistent geopolitical realignment, trade-policy uncertainty and a gradual easing of inflation. The world economic order has continued its shift from an era of hyper-globalisation toward a more fragmented, security-driven and geopolitically aligned trade system, with elevated trade-policy and geopolitical-risk indices through much of 2025. Front-loading of orders ahead of tariff actions temporarily supported global trade volumes, even as medium-term prospects were tempered by continuing fragmentation; the IMF placed global trade volume growth at a moderating trajectory through 2025 and into 2026.

Central banks in major economies continued to calibrate policy as inflation gradually converged toward target ranges, while episodic commodity-price volatility—linked to conflicts in the Middle East and the prolonged Russia-Ukraine war—kept energy and logistics costs in focus. Against this backdrop, India stood out as a relative pole of macroeconomic stability, aided by resilient domestic demand, disciplined fiscal management and robust services exports, reinforcing its position as the worlds fastest-growing major economy through the year.

1.2 Indian Economic Overview

Indias economy delivered another year of robust, broad-based growth in FY 2025-26. As per the National Statistical Offices first advance estimates, real GDP growth for FY 2025-26 is placed at 7.4%, higher than 6.5% in FY 2024-25, with first-half growth for the year touching 8%. The Economic Survey 2025-26 similarly estimated real GDP growth of 7.4% and GVA growth of 7.3% for the year, with growth driven primarily by strong private consumption—Private Final Consumption Expenditure rose 7.5% in H1 FY26 and accounted for 61.4% of GDP, its highest share since FY12—alongside a steady recovery in investment activity.

Manufacturing activity remained firmly in expansion territory through the year, with the seasonally adjusted HSBC India Manufacturing PMI at 53.9 in March 2026 (having touched 56.9 in February 2026), continuing well above the neutral 50-mark. Indias external position also strengthened, with foreign exchange reserves reaching a historic high of US$ 701.4 billion in January 2026 and the current account deficit moderating to 0.8% of GDP in H1 FY26 (from 1.3% in H1 FY25). The banking system remained healthy, with gross NPAs of Scheduled Commercial Banks falling to 2.2% and net NPAs to 0.5% by September 2025, supporting continued credit availability for manufacturing and MSME expansion.

This macroeconomic resilience, combined with continued policy emphasis on domestic manufacturing, digital public infrastructure and financial inclusion, provided a favourable operating environment for technology-manufacturing companies such as CWD Limited, whose core markets—digital payments infrastructure, loT-enabled utility metering and connected devices—are direct beneficiaries of Indias broader digitisation and Make in India momentum

2. Industry Structure and Developments

2.1 Electronics System Design & Manufacturing (ESDM) Industry

Indias Electronics System Design & Manufacturing (ESDM) sector continued its rapid expansion through FY 2025-26, having grown at a 16.1% CAGR between 2019 and FY25 to reach approximately US$ 220 billion. The sector is targeted to nearly double Indias electronics manufacturing output to US$ 500 billion (?43,10,000 crore) by FY30, a five-fold increase that is expected to generate roughly 12 million jobs by FY27. Reflecting the continuing policy push, the Union Budget allocation for the Ministry of Electronics and Information Technology (MeitY) for FY26 stood at ?26,026 crore (US$ 3.08 billion), an increase of 18.64% over the FY25 estimate.

Indias electronics exports rose to US$ 38.56 billion in FY25, up 20.4% year-on-year, led by mobile phones, IT hardware, consumer and industrial electronics; smartphones emerged as one of the countrys leading export categories in FY 2025-26, further strengthening Indias position as a global electronics manufacturing hub. Sustained government support through the Production Linked Incentive (PLI), SPECS and modified Electronics Manufacturing Clusters (EMC 2.0) schemes continues to make India an increasingly attractive base for design-led electronics manufacturers and OEM/ODM partners such as CWD.

2.2 Digital Payments and the Soundbox Economy

Indias merchant digital-payments infrastructure continued to scale dramatically in FY 2025-26, with UPI processing over 24,100 crore transactions during the year. The QR-and-soundbox device category — audio devices that confirm UPI/QR payments in real time for offline merchants — has emerged as a defining innovation in this space. Industry estimates from PwC project that 54 million soundbox devices will be deployed across India by FY29, with deployment already having crossed several million units led by large fintech players. NPCIs ongoing work toward a unified, interoperable soundbox platform is expected to shift competitive advantage from payment-confirmation alone toward device intelligence, merchant analytics and value-added services — a trend that plays directly to the strengths of hardware-and-firmware design houses such as CWD. For merchants, soundbox devices reduce payment-collection fraud and disputes; for financial institutions and payment aggregators, the devices have become a valuable merchant-retention and cross-sell tool, and a growing, high-margin recurring-revenue stream. This structural shift in offline digital payments underpins the single largest growth engine in CWDs FY 2025-26 performance.

2.3 loT, Smart Metering and Connected-Devices Landscape

Beyond payments, Indias broader Internet of Things (loT) and smart-infrastructure landscape continued to expand, spanning smart utility metering under the Revamped Distribution Sector Scheme (RDSS), identity and access solutions, weather intelligence for precision agriculture, and secure two-way radio communication for public safety and enterprise use. The Advanced Metering Infrastructure (AMI) rollout across Indian states — implemented via Design-Build-Finance-Own-Operate-Transfer (DBFOOT) models that combine one-time capital funding with long-term annuity-style operations and maintenance revenue — is creating a new category of long-duration, annuity-like revenue visibility for technology partners, a model in which CWD has now secured a foothold through its Goa AMI project.

5. Company and Business Overview

3.1 About CWD Limited

CWD — Connected Wireless Devices — is an Information and Communication Technology (ICT) company that designs, develops, manufactures and sells integrated hardware-and-software solutions built around wireless technologies. The Companys engineering capability spans short-range radio technologies (NFC, Bluetooth BLE, Wi-Fi, Zigbee), mid-range systems (LoRa) and long-range communication systems (5G, LTE, NB-loT, LTE-CAT M1). CWD operates as an integrated, end-to-end design house and original equipment manufacturer (OEM/ODM), with in-house capabilities spanning R&D, electronics hardware and mechanical design, prototyping, global sourcing, manufacturing, quality testing, packaging and logistics.

The Company is promoted by Mr. S. Siddhartha Xavier and Mr. Tejas Kothari, Joint Managing Directors, who together bring over two decades of technology and business-building experience, including prior roles at Reliance Communications and Globalspace Technologies. CWD was listed on the SME Platform of BSE Limited on October 13, 2021, and has since scaled from a diversified ICT design house into a focused, high-growth manufacturer of digital-payments and loT infrastructure hardware.

3.2 Corporate and Group Structure

CWD Limited is the holding company of a three-entity group structure comprising:

• CWD Manufacturing Private Limited (CMPL) — 99.98% subsidiary, registered office in Mumbai, India — the Companys principal domestic manufacturing arm.

• CWD Innovations HK Limited (CIHKL) — 100% subsidiary, registered office in Hong Kong — supporting global sourcing and international business development.

• SDG Global Private Limited (SGPL) — 99.98% subsidiary, registered office in Mumbai, India.

This group structure enables CWD to combine India-based, cost-competitive manufacturing scale with international sourcing and business-development reach, an increasingly important capability as the Companys order book diversifies across fintech, government and enterprise loT customers.

3.3 Product and Solutions Portfolio

CWDs portfolio has evolved materially over FY 2025-26, from a diversified catalogue of connected-device products toward a small number of large-scale, high-volume manufacturing engines layered on top of the Companys existing design capabilities. The core portfolio now spans:

1. Sound Box — Core Growth Engine

A wireless UPI/QR payment terminal that provides instant, high-volume, multi-language audio confirmation of digital payments. Available in 2G, 4G and Wi-Fi variants and across multiple form factors, the Sound Box is manufactured at scale for leading Indian fintech and payment-aggregator customers and is the single largest contributor to CWDs FY 2025-26 revenue.

2. SmartTemp+

A wireless, real-time body-temperature monitoring device powered by clinical-grade sensors, offering continuous readings, ~90-day battery life and remote-monitoring capability for health-tech and institutional use cases.

3. Smart ID Card

A low-power, 2.4 GHz wearable for employee safety and monitoring, offering proximity alerts, contact tracing, SOS functions and Firmware-Over-The-Air (FOTA) updatability, aimed at corporate health-and-safety use cases.

4. Tag — Asset Tracker

A compact, low-power asset tracker built on the Nordic nRF52 chipset, compatible with iBeacon and Eddystone protocols, enabling real-time indoor and in-transit inventory and asset-movement tracking.

5. CNIC Cards

CWD has scaled into large-format manufacturing of secure identity cards, with a confirmed order of approximately 1 million CNIC units valued at ?43-45 crore. Manufacturing capacity has been expanded to 2 lakh cards per month (expandable to 3.5 lakh), with roughly 5 lakh units targeted for execution in FY 2025-26, generating approximately ?20 crore in revenue.

6. Smart Prepaid Meters — Goa AMISP Project

In consortium with Digismart Network Private Limited, CWD holds a Letter of Award from the Government of Goas Electricity Department to design, build, finance, own, operate and transfer (DBFOOT) approximately 9 lakh smart prepaid electricity meters across Goa. The 10-year operations model provides steady, annuity-like revenue visibility, positioning CWD as an integrated smart-infrastructure solutions provider rather than a component supplier alone.

7. Weather Monitoring Systems (WMS)

CWD has secured orders from Reliance Jio for weather monitoring stations in Uttar Pradesh, with cumulative orders of approximately 25,000 WMS units and a further commitment for 15,000 additional units. As weather intelligence becomes increasingly critical for precision agriculture and climate analytics, this is emerging as a fast-growing new vertical with potential for multi-state expansion.

8. Walkie-Talkie — New Segment

During FY 2025-26, CWD entered the two-way radio (walkie-talkie) market, targeting a quarterly revenue run-rate of ?95-100 crore by FY27 as capacity and order fulfilment scale up. This segments contribution is currently excluded from the Companys published FY27 revenue guidance, representing potential additional upside.

4. Segment / Product-wise Performance and Growth Engines

CWD Limited operates its business as a single reportable operating segment — the design, manufacture and sale of wireless and loT-enabled connected devices — consistent with the manner in which the Companys chief operating decision-maker reviews performance and allocates resources. Accordingly, no separate segment-wise financial disclosure is presented; however, given the strategic significance of the Companys principal growth engines, a product/vertical-wise operational discussion is set out below in the interest of comprehensive disclosure.

4.1 Capacity Expansion — The Foundation of FY26 Growth

FY 2025-26 was a year of decisive capacity investment for CWD. The Companys manufacturing footprint expanded approximately 3.7x, from 15,000 sq. ft. to 55,000 sq. ft., while Sound Box production capacity nearly doubled from ~1.5 lakh to -2.5-3 lakh units per month. This capacity build-out is clearly visible on the Companys balance sheet, with net tangible fixed assets increasing more than 7-fold, from ?3.93 crore as at March 31, 2025 to ?29.87 crore as at March 31, 2026, and directly underpinned the Companys ability to convert its expanding order book into delivered, billed revenue during the year.

Particulars	FY 2024-25	FY 2025-26
Manufacturing area	15,000 sq. ft.	55,000 sq. ft. (~3.7x)
Sound Box capacity	~1.5 lakh units/month	-2.5-3 lakh units/month
Revenue from Operations	?32.9 crore	?145.8 crore (+343%)
EBITDA	?8.0 crore	?28.3 crore (+251%)
Profit After Tax	?2.5 crore	?12.3 crore (+391%)

4.2 Order Book and Revenue Visibility

As at the close of FY 2025-26, CWDs order book stood at approximately ?200 crore in the Sound Box and CNIC segments alone, comprising a Sound Box order book of approximately ?170-172 crore (~2.1 million units) and confirmed CNIC card orders of approximately ?43-45 crore (~1 million units). In addition, the Companys Goa smart-metering project and its Weather Monitoring Systems orders provide further multi-year, largely annuity-style and repeat-order revenue visibility that sits outside this headline order-book figure. The chart below presents an illustrative revenue-visibility mix across the Companys principal growth engines.

Order Book & Growth Engines — IIIustrativc Revenue-Visibility Mix

4.3 Post Year-End Development

Subsequent to the close of FY 2025-26, the Company continued to add to its order book, including a domestic purchase order worth ?45.24 crore from a fintech customer for the supply of communication products, to be executed within three months — reflecting continuing near-term demand visibility as the Company enters FY 2026-27.

5. Financial and Operational Performance Review

Basis of preparation: The financial highlights, balance sheet summary and ratios below are drawn from the Companys audited Standalone Financial Statements for FY 2025-26, as approved by the Board of Directors on May 29, 2026 (audit report of D G M S &Co., Chartered Accountants). All figures are in ? crore unless otherwise stated and have been rounded from the underlying figures reported in ? lakh. Consolidated financial statements were not available at the time of preparing this report and will be separately disclosed as part of the Companys statutory Annual Report.

5.1 Statement of Profit and Loss — Key Highlights

FY 2025-26 was a landmark year for CWD Limited, marking a decisive inflection in the Companys scale and profitability. Revenue from Operations grew 343% year-on-year to ?145.83 crore (FY25: ?32.90 crore); including other income, Total Income grew 346% to ?150.83 crore (FY25: ?33.82 crore). EBITDA grew 251% to ?28.26 crore, while Profit After Tax grew 391% to ?12.32 crore — a considerably faster pace of profit growth than revenue growth, reflecting improving operating leverage as manufacturing volumes scaled. EBITDA margin nonetheless moderated to 18.7% (FY25: 23.8%) of Total Income, reflecting the higher proportion of large-volume, material-intensive Sound Box and CNIC manufacturing in the Companys revenue mix during the year — a trade-off management expects to continue optimising as the Companys higher-margin smart-metering annuity revenue scales up from FY27 onward.

Particulars (? in crore)	FY 2025-26 (Audited)	FY 2024-25 (Audited)
Revenue from Operations	145.83	32.90
Other Income	5.00	0.92
Total Income	150.83	33.82
Total Expenses	131.29	30.37
\u2014 of which, Cost of Materials Consumed	119.76	12.56
\u2014 of which, Finance Costs	5.45	1.69
\u2014 of which, Depreciation & Amortisation	3.27	2.90
EBITDA (PBT + Depreciation + Finance Costs)	28.26	8.05
EBITDA Margin (% of Total Income)	18.7%	23.8%
Profit Before Tax	19.54	3.45
Tax Expense (Current + Deferred)	7.23	0.94
Profit After Tax	12.32	2.51
PAT Margin (% of Revenue from Operations)	8.45%	7.63%
Basic Earnings Per Share (?)	5.56	1.17
Diluted Earnings Per Share (?)	5.00	1.11

Particulars (? in crore)	As at 31-Mar-2026	As at 31-Mar-2025
Equity Share Capital	22.21	3.80
Reserves and Surplus	80.51	31.54
Shareholders Funds (Net Worth)	102.72	35.34
Long-Term Borrowings	15.56	3.52
Short-Term Borrowings	63.80	5.04
Total Debt	79.37	8.56
Trade Payables	37.03	12.42
Total Equity and Liabilities (Balance Sheet Size)	239.74	83.62
Net Fixed Assets (incl. Intangibles under Development)	43.08	12.60
Inventories	54.15	18.61
Trade Receivables	39.74	16.19
Cash and Bank Balances	57.31	27.25
Net Working Capital	64.06	45.30

Particulars (? in crore)	FY 2025-26	FY 2024-25	Change
Current Ratio	1.76	3.09	-43%
Debt-Equity Ratio	0.77	0.24	+219%
Debt Service Coverage Ratio	5.18	4.75	+9%
Return on Equity (%)	23.98%	14.21%	+69%
Inventory Turnover Ratio	3.20	1.29	+148%
Trade Receivables Turnover Ratio	5.22	4.07	+28%
Trade Payables Turnover Ratio	4.87	2.07	+136%
Net Capital Turnover Ratio	2.28	0.73	+213%
Net Profit Ratio (%)	8.45%	7.63%	+11%
Return on Capital Employed (%)	19.33%	8.42%	+130%
Return on Investment	N/A*	N/A*	\u2014

* Return on Investment is not applicable/meaningful for FY 2025-26 and FY 2024-25, as substantially all of the Companys investments were realised (sold) by the respective year-ends.

5.4 Explanation for Variance Exceeding 25%

In accordance with Schedule V, Part B(A)(9) of the SEBI (LODR) Regulations, 2015, the table below sets out the principal reasons for each key ratio that moved by more than 25% during FY 2025-26 as compared to FY 2024-25. The Debt Service Coverage Ratio (+9%) and Net Profit Ratio (+11%) moved by less than 25% and are therefore not separately explained.

Ratio (variance > 25%)	Principal Reason for Variance
Current Ratio (-43%)	Current liabilities \u2014 principally short-term working-capital borrowings and trade payables \u2014 grew faster than current assets during the year, as the Company drew on working-capital lines and extended credit terms to fund the sharp inventory build and capacity expansion.
Debt-Equity Ratio (+219%)	Total borrowings increased from ?8.56 crore to T79.37 crore, drawn to fund the ~3.7x expansion in manufacturing capacity and the working-capital build for large confirmed orders (Sound Box and CNIC).
Return on Equity (+69%)	Net profit grew 391% year-on-year, sharply outpacing the growth in average shareholders equity (which rose due to warrant conversions and the bonus issue), lifting the ratio.
Inventory Turnover Ratio (+148%)	Cost of goods sold scaled much faster than average inventory as manufactured Sound Box and CNIC units were shipped at volume against the large confirmed order book.
Trade Payables Turnover Ratio (+136%)	Purchases of raw materials and components scaled sharply to support higher production volumes, growing faster than the average trade payables balance.
Net Capital Turnover Ratio (+213%)	Revenue from operations grew approximately 4.4x while working capital employed grew at a much slower relative pace, reflecting a significant improvement in capital-use efficiency.
Return on Capital Employed (+130%)	Earnings before interest and tax grew sharply on the back of operating leverage from the capacity expansion, outpacing the increase in average capital employed.

5.5 Change in Return on Net Worth

Return on Net Worth (Return on Equity) improved to 23.98% in FY 2025-26 from 14.21% in FY 2024-25 — an increase of approximately 69% — driven principally by the sharp rise in net profit (up 391% year-on-year) following the scale-up of the Companys core businesses. The improvement in profitability more than offset the dilutive impact of the enlarged equity base following warrant conversions and the Board-approved 4:1 bonus issue during the year.

5.6 Share Price and Market Capitalisation

CWD Limiteds share price reflected the Companys strong operating performance through FY 2025-26 and into the first half of FY 2026-27. The stock traded in a 52-week range of ?214.03 to ?425, closing FY26 at

approximately ?295, and was recorded at ?305 as of July 31, 2026, implying a market capitalisation of approximately ?660.85 crore. Over the trailing one-year period, CWD delivered a return of approximately 22.69%, comfortably outperforming the Nifty 50, which delivered a return of approximately -7.87% over the same period. Promoter shareholding stood at approximately 58.27% as of June 2026.

During the year, the Board also approved a 4:1 bonus issue of equity shares — reflected in the growth of paid-up equity share capital from ? 3.80 crore to ? 22.21 crore — as well as allotments pursuant to conversion of outstanding share warrants, reflecting the Boards confidence in the Companys sustained earnings trajectory and its commitment to broadening the shareholder base.

6. Opportunities and Threats

6.1 Opportunities

• Structural growth in Indias digital-payments infrastructure: with industry estimates projecting up to 54 million soundbox devices deployed nationally by FY29 and UPI transaction volumes continuing to scale, CWDs core Sound Box business sits at the centre of a large, still-underpenetrated addressable market.

• Expanding smart-metering opportunity: Indias RDSS-driven AMI rollout across states creates a multi-year pipeline of DBFOOT-model projects beyond the Companys existing Goa mandate, offering annuity-style, long-duration revenue visibility.

• Diversification into new verticals: recent entry into walkie-talkies, weather monitoring systems and secure identity cards reduces dependence on any single product line and expands the Companys addressable market beyond payments infrastructure.

• Government policy tailwinds: continued PLI, SPECS and EMC 2.0 incentives, an 18.64% increase in the FY26 MeitY budget allocation, and the broader Make in India and Atmanirbhar Bharat push all favour domestic, design-led electronics manufacturers such as CWD.

• Underpenetrated market and favourable demographics: the adoption of wireless and smart devices in India remains significantly below global averages, while rising urbanisation, nuclearisation of families and growing disposable incomes continue to expand the addressable consumer and enterprise base.

• Operating leverage from the recent 3.7x capacity expansion: with fixed manufacturing infrastructure now substantially in place, incremental order fulfilment should continue to convert into margin expansion, as reflected in managements FY27 guidance of ?380-400 crore revenue with EBITDA of T72-80 crore.

6.2 Threats

• Customer and segment concentration: a substantial proportion of current revenue and order-book value is concentrated in the Sound Box and CNIC segments and in a limited number of large fintech and government customers; loss of, or reduced order flow from, any key customer could materially affect near-term performance.

• Execution risk on capacity ramp-up: FY27 guidance assumes successful, timely utilisation of the recently expanded 55,000 sq. ft. manufacturing facility; delays in ramp-up, quality issues, or component supply-chain disruptions could affect delivery schedules and margins.

• Competitive intensity: the payments-hardware and loT-device manufacturing space includes both established Indian and international OEM/ODM players and in-house manufacturing by large fintech companies, which could pressure pricing and order allocation over time.

• Working-capital and receivables risk: rapid revenue scaling, particularly around large government and DBFOOT-model contracts with extended payment or capex-recovery cycles, increases working-capital intensity and receivables risk.

• Technology and component-price risk: rapid change in wireless-communication standards and potential volatility in semiconductor and electronic-component prices could affect product relevance, input costs and margins.

• Macroeconomic and regulatory risk: any slowdown in Indias economic growth, changes in government digital-payments or PLI-related policy, or disruption to global electronics-component supply chains could adversely affect demand and cost structures.

7. Outlook

Management has articulated a confident outlook for FY 2026-27, guiding for revenue of ?380-400 crore, EBITDA of ?72-80 crore and Adjusted PAT of ?38-44 crore — implying continued strong operating leverage on top of the manufacturing capacity now in place. This guidance notably excludes any contribution from the Companys newly entered walkie-talkie segment, which is separately targeted to reach a quarterly revenue run-rate of ?95-100 crore by FY27, representing potential upside to the base guidance.

The Companys growth strategy for the year ahead rests on four pillars: (i) full utilisation of the expanded 55,000 sq. ft. manufacturing facility and higher Sound Box throughput; (ii) execution of the confirmed CNIC card order book; (iii) mobilisation of the Goa smart-metering project following contract execution, which is expected to begin contributing annuity-style operations-and-maintenance revenue; and (iv) scaling the Weather Monitoring Systems and walkie-talkie verticals as new, incremental growth engines.

More broadly, Indias continuing digital-payments expansion, the RDSS-led national smart-metering rollout, and sustained government support for domestic electronics manufacturing together provide a structurally favourable multi-year backdrop for CWDs business model. The Company intends to continue investing in R&D and manufacturing capacity to stay ahead of evolving customer requirements, while maintaining its focus on cost efficiency and working-capital discipline as it scales.

8. Risks and Concerns

The Company has a well-framed and robust risk-management framework in place, which permits management to take calibrated risks while providing a holistic, top-down and bottom-up view of the business. Key risks facing the Company during FY 2025-26 and into FY 2026-27, together with the Companys approach to managing them, are set out below

Risk Category	Nature of Risk and Mitigation
Customer concentration risk	A significant share of revenue is derived from a limited number of large fintech and government customers. The Company is mitigating this through active diversification into CNIC, smart-metering, weather-monitoring and walkie-talkie verticals.
Execution and scale-up risk	Rapid capacity expansion (3.7x in manufacturing footprint) carries inherent execution risk around quality, throughput and workforce ramp-up. The Company has invested in expanded infrastructure ahead of demand to reduce bottleneck risk.
Working-capital risk	Large-scale manufacturing against confirmed orders, and long-gestation government/DBFOOT contracts, increase working-capital intensity. The Company monitors receivables and inventory turnover closely and has augmented working-capital lines to support growth.
Technology risk	Rapid evolution in wireless-communication and payments-hardware technology requires continuous R&D investment. CWDs in-house R&D and design capability is intended to keep the Company ahead of the technology curve.
Industry / competitive risk	Intensifying competition in payments-hardware and loT manufacturing could pressure pricing and order allocation. The Companys diversified, multi-vertical strategy and consortium approach (e.g., the Goa AMISP project) are intended to differentiate it from single-product competitors.
Economic and policy risk	A slowdown in the Indian economy, or changes to digital-payments or PLI-related government policy, could adversely affect demand. Indias continued strong macroeconomic momentum (7.4% FY26 GDP growth) and sustained policy support for domestic manufacturing currently provide a favourable backdrop.
Commodity / component- price risk	Volatility in semiconductor and electronic-component prices could affect input costs and margins. The Company manages this through vendor diversification and calibrated procurement planning.

9. Internal Control Systems and their Adequacy

The Company has Internal Control Systems commensurate with the nature, size and complexity of its business, integrated with Company policies and defined Standard Operating Procedures (SOPs) across processes. The key objective of these internal control systems is to manage business risks, enhance shareholder value and safeguard Company assets — an objective of heightened importance during a year of rapid scale-up in manufacturing operations and working capital.

Cross-functional internal audits are conducted at all locations to ensure that high standards of internal control are maintained, providing reasonable assurance against the non-occurrence of material misstatement or loss. The Audit Committee reviews the adequacy and effectiveness of the internal control system every quarter and monitors implementation of audit recommendations. Key controls across processes — including procurement,

manufacturing, inventory management and revenue recognition on large government and institutional contracts — were tested during the year, and the Statutory Auditors carried out an audit of the Companys Internal Financial Controls over Financial Reporting as on March 31, 2026, as part of the statutory audit process. As the Company continues to scale rapidly, the Board and Audit Committee have placed particular emphasis on strengthening controls around inventory management, vendor and receivables management for large-format government contracts, and controls supporting the DBFOOT operations-and-maintenance model under the Goa smart-metering project.

10. Human Resources and Industrial Relations

Your Company recognises that its committed and talented workforce is the key factor driving sustainable performance and growth. As one of the Companys most critical assets, its people are central to its competitive advantage, and the Company remains committed to recruiting and retaining the best available industry talent, while nurturing, developing, motivating and empowering employees to build their skills and performance capabilities.

As per the audited standalone financial statements, employee benefit expense charged to the Statement of Profit and Loss was ?2.15 crore for FY 2025-26, compared with ?4.51 crore in FY 2024-25. This apparent decline does not reflect a reduction in workforce; rather, a significant portion of employee costs relating to product development activity during the year — together with other development costs — has been capitalised to Intangible Assets and Intangible Assets Under Development (aggregating ?13.21 crore as at March 31, 2026) in line with the Companys accounting policy, rather than being expensed through the Statement of Profit and Loss. The rapid scale-up in manufacturing operations during FY 2025-26 — including the nearly four-fold expansion in manufacturing footprint — necessitated a corresponding expansion in shop-floor, quality-control and engineering personnel across the Companys manufacturing locations.

Precise employee-strength figures as at March 31, 2026, along with related disclosures, will be presented in the statutory Boards Report forming part of the Companys Annual Report. Relations with employees at all levels remained cordial through the year, and the Company continues to inculcate a strong sense of business ethics and social responsibility among its workforce.

11. Cautionary Statement

Statements in this Management Discussion and Analysis Report describing the Companys objectives, projections, estimates and expectations, including the FY 2026-27 revenue and profitability guidance discussed herein, may constitute forward-looking statements within the meaning of applicable securities laws and regulations. Such statements are based on certain assumptions and expectations of future events and involve risks and uncertainties, and actual results could differ materially from those expressed or implied. Important factors that could cause actual results to differ include, among others: economic conditions affecting demand and supply and price conditions in the domestic and overseas markets in which the Company operates; the pace and success of the Companys capacity ramp-up; execution risk on large government and consortium projects such as the Goa AMISP contract; changes in government regulations, digital-payments policy, tax laws and other applicable statutes; competitive dynamics in the payments-hardware and loT-manufacturing industry; and other incidental factors. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

This report has been prepared using the Companys audited Standalone Financial Statements for FY 2025-26 provided for this purpose, together with information available in the public domain, including the Companys disclosures to BSE Limited under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other publicly available secondary sources as of August 2026. It should be read together with, and is superseded by, the Companys full statutory Annual Report for FY 2025-26, including its consolidated financial statements.

Sr. No.	Name of the Director	DIN	Date of Appointment
1.	ADITYA XAVIERSODAGUDI	06479014	31/12/2020
2.	AMISHI TEJAS KOTHARI	01308348	31/12/2020
3.	TEJAS RAMNIKLALKOTHARI	01308288	30/05/2016
4.	SODAGUDI SIDDHARTHAXAVIER	03166884	30/05/2016
5.	PRAVIN BANSILALKHARWA	09113005	19/03/2021
6.	HIMANI BHOOTRA	09811030	20/10/2023

* Notes: 1. Dates of Appointment of Directors as stated above are based on information appearing on the MCA portal. Ensuring the eligibility of / for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. Date: 25th August 2026	For, M Rupareliya & Associates Practicing Company Secretaries Sd/- CS Mayuri Rupareliya
Place: Rajkot	FCS-F14025
	COP-18634 UDIN: F014025H001221781 Peer Review: 2017/2022

a) Name of the related party and nature of relationship	CWD Manufacturing Private Limited - Subsidiary Company (the Company holds 99.98% of its equity share capital)
b) Nature of contracts / arrangements / transactions	Repayment of unsecured loan taken from the subsidiary, in the ordinary course of business
c) Duration of the contracts / arrangements / transactions	Transaction carried out during the financial year 2025-26; loan was repayable on demand
d) Salient terms including value, if any	Loan repaid during the year: Rs. 0.91 Lakhs. Unsecured, in the ordinary course of business and on an arms length basis.
e) Date(s) of approval by the Board, if any	14th November 2025
f) Amount paid as advances, if any	Nil

a) Name of the related party and nature of relationship	CWD Digital Platforms Private Limited - Subsidiary Company (the Company holds 99.98% of its equity share capital)
b) Nature of contracts / arrangements / transactions	Loan given to the subsidiary; reimbursement of expenses paid on its behalf; and interest received on loan given - all in the ordinary course of business
c) Duration of the contracts / arrangements / transactions	Transactions carried out during the financial year 2025-26; loan given is repayable on demand
d) Salient terms including value, if any	Loan given during the year: Rs. 35.10 Lakhs (loan outstanding as at 31.03.2026: Rs. 36.47 Lakhs). Expenses paid/reimbursed: Rs. 0.88 Lakhs. Interest income on loan given: Rs. 0.49 Lakhs. Unsecured, in the ordinary course of business and on an arms length
e) Date(s) of approval by the Board, if any	14th November 2025
f) Amount paid as advances, if any	Nil

(iii) Meshmerise Networks Private Limited a) Name of the related party and nature of relationship	Meshmerise Networks Private Limited - Subsidiary Company (the Company holds 51% of its equity share capital)
b) Nature of contracts / arrangements / transactions	Sale of goods; loan taken from and repaid to the subsidiary during the year; loan given to the subsidiary; and interest on loans - all in the ordinary course of business
c) Duration of the contracts / arrangements / transactions	Transactions carried out during the financial year 2025-26; loans are repayable on demand
d) Salient terms including value, if any	Sales during the year: Rs. 400.00 Lakhs. Loan taken: Rs. 30.00 Lakhs, fully repaid during the year: Rs. 30.00 Lakhs. Loan given during the year: Rs. 63.00 Lakhs (outstanding as at 31.03.2026: Rs. 64.43 Lakhs). Interest on loans: Rs. 1.43 Lakhs.
e) Date(s) of approval by the Board, if any	14th November 2025
f) Amount paid as advances, if any	Nil

a) Name of the related party and nature of relationship	CWD Technology LLP is group LLP
b) Nature of contracts / arrangements / transactions	loan taken from and repaid during the year
c) Duration of the contracts / arrangements / transactions	Transactions carried out during the financial year 2025-26; loans are repayable on demand
d) Salient terms including value, if any	Loan taken: Rs. 05.50 Lakhs, fully repaid during the year: Rs. 05.50Lakhs.
e) Date(s) of approval by the Board, if any	14th November 2025
f) Amount paid as advances, if any	Nil