ESDS Software Solution Ltd Management Discussions

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is intended to convey the management?s perspective of our financial condition as at March 31, 2026, 2025 and 2024 and our results of operations for the Fiscals 2026, 2025 and 2024.

To obtain a detailed understanding of our business, prospective investors should read this section in conjunction with “Risk Factors, ” “Industry Overview,” “Restated Consolidated Financial Information, ” and “Our Business, ” on pages 23, 167, 323 and 239, respectively.

This section contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements. For details, see “Forward-Looking Statements” on page 21.

All references in this section to a particular fiscal year, or FY or Fiscal are to the 12-month period ended on March 31 of that particular calendar year.

We have included certain non-GAAP financial measures and other performance indicators relating to our financial performance and business in this section. Such measures and indicators are not standardized terms and hence a direct comparison of these measures and indicators between companies may not be possible. For further details, see “Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation - Non-Generally Accepted Accounting Principles (“Non-GAAP”) Financial Measures” on page 18.

OVERVIEW

For an overview of our business, see “Our Business - Overview" on page 239.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business, results of operations, cash flows and financial condition are affected by a number of factors, including the following key factors:

Operational Efficiency and Cost Optimisation Initiatives

Process automation and digitalisation initiatives played a critical role in improving operational efficiency in Fiscal 2024. We expanded our investment in automation across various business functions, including customer service, and administrative workflows, demand forecasting, and procurement efficiency, reducing inefficiencies and optimising working capital. Automated customer service solutions enhanced response times and service quality, leading to improved customer satisfaction and retention. The adoption of administrative process automation minimised manual workflows, streamlined compliance processes, and increased back-office productivity, contributing to overall cost savings. We also focused on workforce productivity, optimising resource allocation to improve output per employee. The table below sets forth revenue per employee for the fiscal years indicated.

	As at and for the year ended March 31,
Particulars	2026	2025	2024
	(Rs. in million, except number of employees)
Revenue from operations [A]	4,722.10	3,613.35	2,865.18
Number of employees as at the end of the year JBL	995	1,044	1,091
Revenue per employee [C = A/B]	4.75	3.46	2.63

These productivity gains were further supported by economies of scale following the operational ramp-up of new facilities, including the Mohali Data Centre and the newly launched phase of the Bengaluru Data Centre, which began contributing to revenue in the latter part of Fiscal 2023. The impact of these expansions became more pronounced in Fiscals 2024, 2025 and 2026 as utilisation rates increased, leading to better absorption of fixed costs. These efficiencies resulted in a reduction in our operating expenses (comprising employee benefit expenses, depreciation expenses and other expenses excluding IPO expenses written off and balances written off (collectively, “Operating Expenses") as a percentage of revenue from operations. The table below sets forth our Operating Expenses and such expenses as a percentage of our revenue from operations for the fiscal years indicated.

	Year ended March 31,
Particulars	2026	2025	2024
	(Rs. in million, except percentages)
Employee benefit expenses [A]	1,044.20	941.27	850.72
Depreciation and amortisation expenses [B]	634.63	622.06	525.52
Other Expenses* [C]	1,335.56	1,123.23	995.65
Operating Expenses [D = A+B+C]	3,014.39	2,686.56	2,371.89
Revenue from operations [E]	4,722.10	3,613.35	2,865.18
Operating Expenses as a percentage of revenue from operations [F = D/E] (%)	63.84%	74.35%	82.78%

Note:

* Other expenses for Fiscals 2025 and 2024 exclude IPO expenses written off for a previously proposed IPO and balances written off For Fiscal 2026, no such IPO-related write-offs were incurred.

Our Ability to Deliver a Comprehensive Range of Products and Services

We offer a comprehensive platform of cloud infrastructure and software solutions consisting of (1) infrastructure as a service (“IaaS”), which is broadly divided into colocation services, cloud services, and cloud computing and Data Centre services, (2) managed services and (3) software as a service (“SaaS”), which allows us to provide well-architected cloud-adoption solutions aimed at reducing cost while providing security, flexibility, scalability and reliability.

The table below sets forth our revenue by type of product/services and such revenue as percentage of revenue from operations for the fiscal years indicated.

	Fiscal 2026	Fiscal 2025	Fiscal 2024
Type of Product/ Service	Revenue (Rs. in million)	As a % of revenue from operations	Revenue (Rs. in million)	As a % of revenue from operations	Revenue (Rs. in million)	As a % of revenue from operations
Infrastructure as a service (IaaS)	2,071.97	43.88%	2,036.41	56.36%	1,420.82	49.59%
Managed services	1,945.91	41.21%	756.50	20.94%	775.39	27.06%
Software as a service (SaaS)	704.22	14.91%	820.44	22.71%	668.97	23.35%
Revenue from operations	4,722.10	100.00%	3,613.35	100.00%	2,865.18	100.00%

Growth in Revenue from our Top 50 customers

We generate the vast majority of our revenue from our top 50 customers. The table below sets forth the revenue from our top 50 customers and such revenue as a percentage of our revenue from operations for the fiscal years indicated.

Particulars	Year ended March 31,
	2026	2025	2024
	(Rs. in million, except percentages)
Revenue from our top 50 customers [A]	3,482.91	2,751.47	1,976.93
Revenue from operations [B]	4,722.10	3,613.35	2,865.18
Revenue from our top 50 customers as a percentage of revenue from operations [C = A/B] (%)	73.76%	76.15%	69.00%

The increase in our revenue from our top 50 customers is one of the primary reasons for the increase in our revenue from operations from Fiscal 2024 to Fiscal 2026. We have been able to increase our revenue from our top 50 customers as our business model emphasises long-term contracts, particularly with government institutions and established enterprises. These agreements provide predictable revenue and foster customer retention. Our “pay- per-branch” billing model, for example, has been highly effective in the cooperative banking sector. Additionally, our innovative billing models, including “pay-per-transaction” and “pay-per-consumption,” align with customer- specific needs, enabling cost-effective digital transformation. We have also been able to increase our revenue from our top 50 customers by focusing on our product offering in a hybrid model and servicing the customers.

The tables below set forth details of our revenue from our top 50 customers for the fiscal years indicated.

	Fiscal 2026	Fiscal 2025	Fiscal 2024
Particulars	Rs. in million	% increase from the previous year	Rs. in million	% increase from the previous year	Rs. in million
Revenue from our top 50 customers	3,482.91	26.58%	2,751.47	39.18%	1,976.93
Average revenue per customer for the top 50 customer?	69.66	26.58%	55.03	39.18%	39.54

Note:

(1) Average revenue per customer for top 50 customers is calculated as the cumulative revenue generated from our top 50 customers by revenue for the year divided by 50.

In addition, the addition of new top customers has significantly contributed to the increase in our revenue from operations. For Fiscal 2026, a new enterprise customer incorporated outside India contributed revenue of Rs.752.40 million, which represented 15.93% of our revenue from operations for Fiscal 2026. We began providing services to a BFSI incorporated in Russia (the “Russian BFSI customer”) in Fiscal 2024. For Fiscals 2026 and 2025, our revenue from the Russian BFSI customer was Rs.132.41 million and Rs.728.08 million, respectively, which represented 2.80% and 20.15% of our revenue from operations.

Research and Development Initiatives

We are an innovation driven company. Through our R&D initiatives, we developed our eNlight vertical autoscaling cloud technology, which is patented in the United States and India. We offered our first “Made In India” cloud in 2011.

Over the years, our R&D team has developed several products that complement our Data Centre and cloud business. For details, see “Our Business - Research and Development? on page 264.

Our R&D expenses primarily comprise employees? salaries. The table below sets forth our R&D expenses and such expenses as a percentage of revenue from operations for the fiscal years indicated.

	Fiscal 2026	Fiscal 2025	Fiscal 2024
Particulars	Rs. in million	As a % of revenue from operations	Rs. in million	As a % of revenue from operations	Rs. in million	As a % of revenue from operations
R&D expenses	62.47	1.32%	82.41	2.28%	126.62	4.42%
Revenue from operations	4,722.10	100.00%	3,613.35	100.00%	2,865.18	100.00%

KEY PERFORMANCE INDICATORS AND CERTAIN NON-GAAP MEASURES

In evaluating our business, we consider and use certain non-GAAP financial measures and key performance indicators that are presented below as supplemental measures to review and assess our operating performance. The presentation of these non-GAAP financial measures and key performance indicators are not intended to be considered in isolation or as a substitute for the Restated Consolidated Financial Information. We present these non-GAAP financial measures and key performance indicators because they are used by our management to evaluate our operating performance. These non-GAAP financial measures are not defined under Ind AS and are not presented in accordance with Ind AS. The non-GAAP financial measures and key performance indicators have limitations as analytical tools. Further, these non-GAAP financial measures and key performance indicators may differ from the similar information used by other companies, including peer companies, and hence their comparability may be limited. Therefore, these matrices should not be considered in isolation or construed as an alternative to Ind AS measures of financial performance or as an indicator of our financial condition, results of operations or cash flows.

For details of our non-GAAP financial measures and key performance indicators, see “Our Business - Overview? on page 239.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES EBIT, EBITDA, EBIT Margin and EBITDA Margin

The following table sets forth our EBIT, EBITDA, EBIT Margin and EBITDA Margin, which are non-GAAP financial measures, for the fiscal years indicated:

	Year ended March 31,
Particulars	2026	2025	2024
	(Rs. in million, except percentages)
Profit/(loss) for the year	1,208.23	556.12	136.09
Add:
Exceptional items	-	1.41	10.74
Total tax expenses/(credits)	466.00	269.83	86.90
Finance costs	117.90	252.49	315.74
EBIT [A]	1,792.13	1,079.85	549.47
Add:
Depreciation and amortisation expense	634.63	622.06	525.52
Less:
Other income	84.42	153.06	56.18
EBITDA [B]	2,342.34	1,548.85	1,018.81
Revenue from operations [C]	4,722.10	3,613.35	2,865.18
EBIT Margin [D = A/C] (%)	37.95%	29.88%	19.18%
EBITDA Margin [E = B/C] (%)	49.60%	42.86%	35.56%

PAT Margin

The following table sets forth our PAT Margin, which is a non-GAAP financial measure, for the fiscal years indicated:

	Year ended March 31,
Particulars	2026	2025	2024
	(Rs. in million, except percentages)
Profit/ (loss) for the year [A]	1,208.23	556.12	136.09
Revenue from operation [B]	4,722.10	3,613.35	2,865.18
PAT Margin [C = A/B] (%)	25.59%	15.39%	4.75%

Return on Capital Employed

The following tables set forth our Return on Capital Employed, which is a non-GAAP financial measure, for the fiscal years indicated:

	As at and for the year ended March 31,
Particulars	2026	2025	2024
	(Rs. in million, except percentages)
EBIT(1) [A]	1,792.13	1,079.85	549.47
Non-current borrowings	284.17	405.97	847.73
Current borrowings	145.00	221.16	642.71
Total Borrowings [B]	429.17	627.13	1,490.44
Total equity [C]	5,441.99	4,175.83	2,265.11
Deferred tax liability (net) [D]	142.89	116.49	56.47
Closing Capital Employed [E = B+C+D]	6,014.05	4,919.45	3,812.02
Opening Capital Employed(2) [F]	4,919.45	3,812.02	3,749.87
Average Capital Employed [G = (E+F)/2]	5,466.75	4,365.74	3,780.95
Return on Capital Employed [H = (A/G)] (%)	32.78%	24.73%	14.53%

Notes:

(1) EBIT for the purposes of calculating Return on Capital Employed includes other income.

(2) For the reconciliation of the Opening Capital Employed for the year ended March 31, 2024, see the table below.

(3) Not annualised.

Particulars	Year ended March 31, 2024
	(Rs. in million)
Opening non-current borrowings	929.80
Opening current borrowings	718.49
Opening Total Borrowings [A]	1,648.29
Opening equity share capital	92.89
Opening securities premium account	1,704.10
Retained earnings - balance at the beginning of the year	183.01
Capital redemption reserve - balance at the beginning of the year	3.58
Other Reserves- balance at the beginning of the year	63.04
Debenture redemption reserve	75.00
Share based payment reserve	10.89
Other comprehensive income	(2.60)
Foreign currency translation reserve	(23.95)
Non-controlling interest	(4.38)
Opening Total Equity [B]	2,101.58
Deferred Tax Liability [C]	-
Opening Capital Employed [D = A+B+C]	3,749.87

Return on Equity

The following table sets forth our Return on Equity, which is a non-GAAP financial measure, for the fiscal years indicated:

Particulars	As at and for the year ended March 31,
	2026	2025	2024
	(Rs. in million, percentages)
Profit/ (loss) for the year [A]	1,208.23	556.12	136.09
Opening total equity [B]	4,175.83	2,265.11	2,101.58
Closing total equity [C]	5,441.99	4,175.83	2,265.11
Average Total Equity [D = (B + C)/2]	4,808.91	3,220.47	2,183.35
Return on Equity [E = A/D] (%)	25.12%	17.27%	6.23%

Note:

(1) Not annualised.

Debt-to-Equity Ratio and Debt Service Coverage Ratio

For a table setting forth the calculation of our Debt-to-Equity Ratio and our Debt Service Coverage Ratio, which are both non-GAAP financial measures, as at and for the fiscal years included herein, see “Risk Factors - 13. Increases in interest rates would adversely affect our financial condition, results of operations and cash flows" on page 34.

CONSOLIDATED ENTITIES IN THE GROUP

Our Company?s subsidiaries are set out below. Unless otherwise stated, they have share capital consisting solely of equity shares that are held directly by our Company, and the proportion of ownership interests held equals the voting rights held by our Company. The country of incorporation or registration is also their principal place of business.

		Ownership interest held by our Company
Name of entity	Country of Incorporation	As at March 31, 2026	As at March 31, 2025	As at March 31, 2024
ESDS Internet Services Private Limited?	India	0%	0%	50%
ESDS Cloud FZ LLC(2)	UAE	100%	100%	100%
SPOCHUB Solutions Private Limited?	India	99%	100%	100%
ESDS Global Software Solution Inc(2)	USA	100%	100%	100%

Notes:

(1) On August 29, 2024, our Company fully sold its investment in ESDS Internet Services Private Limited at the face value of the shares. As a result, ESDS Internet Services Private Limited ceased to be a subsidiary of our Company on that date. As at March 31, 2024, the subsidiarys total assets amounted to ^388.38 million, and its total revenue for Fiscal 2024 was ^68.83 million. The director appointed by our Companys resigned from his position as a director of the subsidiary on August 29, 2024.

(2) Subsidiary Company having 31^st December as reporting date.

(3) On May 26, 2025, our Company sold 200 equity shares of ^10 each of SPOCHUB Solutions Private Limited, which represented 1% of the outstanding equity shares, to Piyush Somani, our Promoter, for consideration of W.002 million. Hence, effective May 26, 2025, our Companys ownership interest in the subsidiary was reduced to 99.00%o.

SUMMARY OF MATERIAL ACCOUNTING POLICIES

All references to “notes” in the summary of material accounting policies below are the notes to the Restated Consolidated Financial Information. For details, see “Restated Consolidated Financial Information ” beginning on page 323.

Basis of preparation

These Restated Consolidated Financial Information of the Group comprises of the Restated Consolidated Statement of Assets and Liabilities for each of the years ended on March 31, 2026, March 31, 2025 and March 31, 2024, and the Restated Consolidated Statement of Profit and loss (including other comprehensive Income), the Restated Consolidated Statement of Changes in Equity and Restated Consolidated Statement of Cash Flows for each of the years ended March 31, 2026, March 31, 2025 and March 31, 2024, including a summary of material accounting policy information and other explanatory information (hereinafter collectively referred to as “Restated Consolidated Financial Information”) that have been prepared by the management of the Holding Company for the purpose of preparation of the Restated Consolidated Financial Information to be included in the Red Herring Prospectus (“RHP”) and Prospectus. Red Herring Prospectus (the “RHP”) and the Prospectus (collectively referred to as the “Offer Documents”) to be filed by the Holding Company with the Securities and Exchange Board of India (“SEBI”), National Stock Exchange of India Limited, BSE Limited and Registrar of Companies, Maharashtra at Mumbai (“RoC”) as applicable, in connection with the proposed Initial Public Offer of equity shares (“IPO”) of the Holding Company.

These Restated Consolidated Financial Statements are prepared by the management of the Holding Company to comply with the requirements of:

• Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act”);

• The SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”); and

• The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (the “Guidance Note”).

These Restated Consolidated Financial Information have been prepared solely for inclusion in offer documents in relation to proposed IPO. Hence these Restated Consolidated Financial Statements are not suitable for any other purpose other than for inclusion in offer documents in relation to proposed IPO.

The Restated Consolidated Financial Information has been compiled by the Management from the Audited Consolidated Financial Statements of the Group for the years ended March 31, 2026, March 31, 2025, March 31, 2024 prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”), as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on May 27, 2026, August 12, 2025 and September 06, 2024, respectively.

These Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of Board meeting for adoption of March 31, 2026, March 31, 2025 & March 31, 2024 Consolidated Financial Statements.

The Restated Consolidated Financial Information:

• Have been prepared after incorporating adjustments for change in accounting policies, material errors and regrouping / reclassifications, as applicable, retrospectively for the financial years ended March 31, 2025 and March 31, 2024 to reflect the same accounting treatment as per the accounting policies and grouping / classifications followed as at and for the year ended March 31, 2026;

• Do not require any adjustment for modifications as there are no modifications in the auditor?s report on the financial statements of the Company for the years ended March 31, 2026, March 31, 2025 and March 31, 2024. There are certain Emphasis of Matter Paragraphs included in Report on the Legal and Regulatory Requirements and in Annexures to the auditor?s report issued under the Company (Auditor?s Report) Order 2020 as mentioned in the Annexures to the Auditor?s Report as disclosed in the Annexure VII to the Restated Consolidated Financial Information, which do not require any adjustment to the Restated Consolidated Financial Information; and

• Have been prepared in accordance with the Act, the SEBI ICDR Regulations and the Guidance Note.

Basis of preparation of Financial Statements

Statement of compliance and basis of Preparation

These consolidated financial statements of the group have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

Accounting policies have been consistently applied to all the years presented except where a newly issued Accounting Standard is initially adopted or a revision to an existing Indian Accounting Standard requires a change in the accounting policy hitherto in use.

Details of the Group material accounting policies are included in Note 2(c).

Functional and presentation currency

The consolidated financial statements are presented in Indian Rupees (INR), which is also the functional currency of the Holding Company. All amounts have been rounded-off to the nearest million to two decimal points, unless otherwise indicated.

Basis of measurement

These consolidated financial Statements have been prepared on a historical cost convention on accrual basis except for the following items:

Items	Measurement basis
Certain financial assets and liabilities	Fair value
Defined benefit plans	Plan assets measured at fair value

Going Concern Assumption

The Group has prepared the consolidated financial statements on the basis that it will continue to operate as a going concern.

Basis of Consolidation

The consolidated financial statements incorporate the financial statements of the Company and all its subsidiaries, being the entities that it controls. Control is evidenced where the Group has power over the investee or is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over investee. Power is demonstrated through existing rights that give the ability to direct relevant activities, which significantly affect the entity returns. The financial statements of subsidiaries are prepared for the same reporting year as the Holding Company. Where necessary, adjustments are made to the financial statements of subsidiaries to align the accounting policies in line with accounting policies of the Group. Intragroup balances and transactions, and any unrealised income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial statements.

Critical accounting judgements and key sources of estimation uncertainty

In preparing these consolidated Financial Statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.

In particular, information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognised in the consolidated Financial Statements are included in the following notes:

Critical Accounting Estimates

• Note 33 - The cost of the defined benefit plans, compensated absences and the present value of the defined benefit obligation are based on actuarial valuation using the projected unit credit method. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate; future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. The policy for the same has been explained under Note 2(c).

• Note 3 - Property, plant and equipment represent a significant proportion of the asset base of the Group. The charge in respect of periodic depreciation is derived after determining an estimate of an asset?s expected useful life and the expected residual value at the end of its life. The useful lives and residual values of Group?s assets are determined by management at the time the asset is acquired and reviewed periodically, including at each financial year end. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life. The policy for the same has been explained under Note 2(c).

• Note 8 - The impairment provisions of financial assets are based on assumptions about risk of default and expected timing of collection. The Group uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based on the Group?s past history, customer?s creditworthiness, existing market conditions as well as forward looking estimates at the end of each reporting period. The policy for the same has been explained under Note 2(c).

Changes in accounting policies and disclosures

Standards issued and effective from April 01, 2025

The Ministry of corporate Affairs (“MCA”) notified amendments on May 07, 2025 and August 13, 2025 under the Companies (Indian Accounting Standards) Amendment Rules, 2025 and the Companies (Indian Accounting Standards) Second Amendment Rules, 2025, respectively, which is effective from annual reporting periods beginning on or after 1 April 2025.

Amendment to Ind AS 21 - Lack of exchangeability

The Amendments introduce requirements to assess when a currency is exchangeable into another currency and when it is not. The Amendments require an entity to estimate the spot exchange rate when it concludes that a currency is not exchangeable into another currency. These amendments had no effect on the standalone financial statements of the Company.

Amendment to Ind AS 1 - Classification of liabilities as current or non-current and non-current liabilities with covenants

The amendment specifies the requirements for classifying liabilities as current or non-current in the balance sheet, and clarifies the following:

• An entity?s right to defer settlement of a liability for at least twelve months after the reporting period must have substance and must exist at the end of the reporting period. The classification of a liability as current or non-current is unaffected by the likelihood that the entity will exercise its right to defer settlement;

• If an entity?s right to defer settlement of a liability is subject to covenants, such covenants affect whether that right exists at the end of the reporting period only if the entity is required to comply with the covenant on or before the end of the reporting period; and

• In case of a liability that can be settled, at the option of the counterparty, by the transfer of the entity?s own equity instruments, such settlement terms do not affect the classification of the liability as current or noncurrent only if the option is classified as an equity instrument.

These amendments have no effect on the measurement of any items in the standalone financial statements of the Company. The Company did not make retrospective adjustments as a result of adopting the amendments to Ind AS 1.

Amendment to Ind AS 12 - Pillar-Two Tax Reforms

The Company is not within the scope of the OECD Pillar Two Model Rules, as Pillar Two legislation has not yet been enacted in any of the jurisdiction in which the Company operates.

Amendment to Ind AS 7 and Ind AS 107 - Supplier Finance Arrangement

The amendments to Ind AS 7 “Statement of Cash Flows” and Ind AS 107 “Financial Instruments: Disclosures” clarify the characteristics of supplier finance arrangements and require additional disclosures for such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity?s liabilities, cash flows and exposure to liquidity risk.

The Company does not have any supplier finance arrangements.

New standards and amendments issued but not effective

Amendment to Ind AS 1 “Presentation of Financial Statements” - Classification of Liabilities as current or noncurrent and non-current liabilities with covenants

The amendment includes specific provisions that will take effect for reporting periods beginning on or after April 01, 2026, retrospectively, as outlined below:

• Breach of material covenant for long-term loan arrangement on or before end of reporting period with effect that liability becomes payable on demand as on reporting date, then it shall be classified as current liability, if lender agreed after reporting period and before approval of financial statements to not demand payment as a consequence of breach;

• Classify as non-current liability, if lender agreed by end of reporting period to provide grace period ending at least 12 months after reporting period within which entity can rectify the breach provided lender does not demand immediate repayment; and

• Disclose information about the timing of settlement to understand the impact of the liability on the financial statements.

Material accounting policies

Foreign currency

Foreign currency transactions and translation

Items included in the consolidated financial statements are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in Indian rupee (INR), which is the Holding Company?s functional and Group?s presentation currency.

On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount the exchange rate between the functional currency and the foreign currency at the date of the transaction. Gains/losses arising out of fluctuation in foreign exchange rates between the transaction date and settlement date are recognised in the profit and loss.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date and the exchange differences are recognised in the profit and loss. Nonmonetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).

Overseas operations

The results and financial position of foreign operations that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

• assets and liabilities are translated at the closing rate at the date of that balance sheet;

• income and expenses are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions); and

• all resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is sold, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

Financial Instruments

Non derivative financial instruments consist of:

• financial assets, which include cash and cash equivalents, trade receivables, investments in equity & Mutual funds and eligible current and non-current assets; and

• financial liabilities, which include borrowings, trade payables, lease liability and eligible current and noncurrent liabilities.

Recognition of Non derivative financial instruments:

Non-derivative financial instruments are recognised initially at fair value. Subsequent to initial recognition, nonderivative financial instruments are measured as described below:

Cash and cash equivalents

The Group?s cash and cash equivalents consist of cash on hand and in banks and demand deposits with banks, which can be withdrawn at any time, without prior notice or penalty on the principal. For the purposes of the statement of cash flows, cash and cash equivalents include cash on hand, in banks and demand deposits with banks and are considered part of the Group?s cash management system.

Investments

Financial instruments measured at fair value through profit or loss (“FVTPL”):

Instruments that do not meet the amortised cost or FVTOCI criteria are measured at FVTPL. Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on remeasurement recognised in the statement of profit and loss. The gain or loss on disposal is recognised in the statement of profit and loss.

Trade receivables

A receivable is classified as a “trade receivable” if it is in respect to the amount due from customers on account of goods sold or services rendered in the ordinary course of business. Trade receivables are recognised initially at transaction value except trade receivable that contains significant financing component that are subsequently measured at amortised cost using the effective interest method, less provision for impairment. For some trade receivables, the Group may obtain security in the form of guarantee, security deposit or letter of credit which can be called upon if the counterparty is in default under the terms of the agreement.

Other financial assets

Other financial assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. These comprise trade receivables, lease receivables, and eligible current and noncurrent assets. They are presented as current assets, except for those expected to be realised later than twelve months after the reporting date which are presented as non-current assets. All financial assets are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any impairment losses. However, trade receivables that do not contain a significant financing component are measured at the Transaction Price.

Trade payables and other liabilities

Trade payables are initially recognised at transaction price and subsequently carried at transaction price.

Other liabilities are initially recognised at transaction price and subsequently carried at amortised cost using the effective interest method. For these financial instruments, the carrying amounts approximate fair value of these instruments.

Derecognition of financial instruments

The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. If the Group retains substantially all the risks and rewards of a transferred financial asset, the Group continues to recognise the financial asset and recognises a borrowing for the proceeds received. A financial liability (or a part of a financial liability) is derecognised from the Group?s balance sheet when the obligation specified in the contract is discharged or cancelled or expires.

Offsetting

Financial assets and financial liabilities are offset, and the net amount presented in the Balance Sheet when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

Property, plant and equipment

Recognition and measurement

Items of property, plant and equipment are measured at cost (cash price equivalent), which includes capitalized borrowing costs, less accumulated depreciation, and accumulated impairment losses, if any.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

Capital work in progress is stated at cost and includes the cost of the assets that are not ready for their intended use at the Balance Sheet date.

PPE is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition is recognised in the Statement of Profit and Loss in the same period.

Subsequent expenditure

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

Depreciation

Depreciation is calculated on cost of items of property, plant and equipment less their estimated residual values over their estimated useful lives using the straight-line method and is generally recognized in the statement of profit and loss.

Depreciation on property, plant and equipment is provided over the useful life of assets as assessed by the Group is furnished below:

Particulars	Useful lives (years)
Office buildings	60
Computers and data center equipment?s	3/4/5/6/10/15
Office equipment	3/4/5/8/10/15/20
Furniture and fittings	10
Vehicles	8

Cost of leasehold land is amortised over the period of lease i.e., 80 years to 99 years.

Depreciation method, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.

Depreciation on additions / (disposals) is provided on a pro-rata basis i.e. from / (up to) the date on which the asset is ready for use / (disposed of).

Intangible assets

Intangible assets acquired separately are measured at cost of acquisition. Following initial recognition, intangible assets are carried at cost less accumulated amortization and impairment losses, if any. Intangible assets are amortised over its useful life on straight line basis. The estimated useful life of amortizable intangibles is reviewed and where appropriate is adjusted, annually.

The estimated useful lives of the amortizable intangible assets i.e. Computer software are considered as 3 and 10 years.

Impairment of Financial assets

The Group applies the expected credit loss model for recognizing impairment loss on financial assets measured at amortized cost, trade receivables, lease receivables and other financial assets. Expected credit loss is the difference between the contractual cash flows and the cash flows that the entity expects to receive discounted using the effective interest rate.

Loss allowances for trade receivables, lease receivables are measured at an amount equal to lifetime expected credit loss. Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument. Lifetime expected credit loss is computed based on a provision matrix which takes into account risk profiling of customers and historical credit loss experience adjusted for forward looking information.

Impairment of non-financial assets

The Group?s non-financial assets such as property, plant and equipment, Goodwill, inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset?s recoverable amount is estimated.

For impairment testing, assets that do not generate independent cash inflows are grouped together into cashgenerating units (“CGUs”). Each CGU represents the smallest group of assets that generates cash inflows that are largely independent of the cash inflows of other assets or CGUs. Goodwill is allocated on initial recognition to each of the Group?s CGUs that are expected to benefit from a business combination that gives rise to the goodwill.

The recoverable amount of a CGU (or an individual asset) is the higher of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the CGU (or the asset).

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its estimated recoverable amount. Impairment losses are recognized in the statement of profit and loss.

In respect of assets for which impairment loss has been recognized in prior periods, the Group reviews at each reporting date whether there is any indication that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. Such a reversal is made only to the extent that the asset?s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. An impairment loss recognised for goodwill is not reversed.

Leases

The Group as a lessee

The Group recognises a right-of-use asset and a lease liability at the lease commencement date.

The right-of-use asset is initially measured at cost. The right-of-use assets are subsequently depreciated over the shorter of the asset?s useful life and the lease term on a straight-line basis. In addition, the right-of-use asset is reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at amortised cost at the present value of the future lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, using the incremental borrowing rate. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group?s estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of- use asset has been reduced to zero.

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

Employee benefits

Short term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid e.g. under short-term cash bonus, if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the amount of obligation can be estimated reliably.

Post-employment benefits (defined benefit plans)

The Holding company and subsidiary company incorporated in India provides for retirement benefits in the form of Gratuity. A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Holding company and subsidiary company has obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Holding company and subsidiary company incorporated in India, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan (the “ asset ceiling”).

In order to calculate the present value of economic benefits, consideration is given to any minimum funding requirements.

Re-measurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized in OCI. The holding company and subsidiary company incorporated in India determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service (“past service cost” or “past service gain”) or the gain or loss on curtailment is recognized immediately in profit or loss. The Holding company and subsidiary company incorporated in India recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.

Defined contribution plans

The Holding company and subsidiary company incorporated in India makes defined contribution to Government Employee Provident Fund, and Superannuation Scheme, which are recognized in the Statement of Profit and Loss on accrual basis.

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. The makes specified monthly contributions towards Government administered provident fund scheme. Obligations for contributions to defined contribution plans are recognised as an employee benefit expense in profit or loss in the periods during which the related services are rendered by employees.

Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.

Sale of services: The Group accounts for a contract when it has approval and commitment from parties involved, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

The Group recognizes revenue in the gross amount of consideration when it is acting as a principal and at net amount of consideration when it is acting as an agent. Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, performance bonuses, price concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers.

Revenue from contract with customers is recognized when the Group satisfies performance obligations by transferring promised services to the customer. Performance obligations are satisfied at the point of time when the customer obtains controls of the asset. Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration) allocated to that performance obligation. The transaction price of services rendered is net of variable consideration on account of various discounts and schemes offered by the Group as part of the contract. The “transaction price” as the amount of consideration to which an entity expects to be entitled in exchange for transferring promised services to a customer, excluding amounts collected on behalf of third parties. Accumulated experience is used to estimate and provide for the discounts/right of the return, using the expected value method.

The Group assesses for the timing of revenue recognition in case of each distinct performance obligation. The Group first assesses whether the revenue can be recognized over time as it performs if any of the following criteria is met:

• The customer simultaneously consumes the benefits as the Group performs;

• The customer controls the work-in-progress; or

• The Group?s performance does not create an asset with alternative use to the Group and the Group has right to payment for performance completed till date.

If none of the criteria above are met, the Group recognizes revenue at a point-in-time. The point-in-time is determined when the services are rendered which is generally determined based on when the significant risks and rewards of ownership are transferred to the customer. Apart from this, the Group also considers its present right to receive payment and the customer acceptance in determining the point in time where control has been transferred.

Rendering of services (Turn-key revenue and Webhosting revenue)

The Group provides hosting services, design, implementation and support services under fixed-price and variable- price contracts. Revenue from providing services is recognised in the accounting period in which the services are rendered based on usage. For fixed-price contracts, revenue is recognised based on the actual service provided to the customer till the end of the reporting period as a proportion of the total services to be provided. This is determined based on the actual man hours spent relative to the total expected man hours. Some contracts (Especially in case of Turn-key projects) include multiple deliverables, such as the sale of hardware and related installation services. However, the installation is simple, does not include an integration service and could be performed by another party. It is therefore accounted for as a separate performance obligation.

Where the contracts include multiple performance obligations, the transaction price will be allocated to each performance obligation based on the stand-alone selling prices. Where these are not directly observable, they are estimated based on expected cost-plus margin. If contracts include the installation of hardware, revenue for the hardware is recognised at a point in time when the hardware is delivered, the legal title has passed and the customer has accepted the hardware.

Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management.

In the case of fixed-price contracts, the customer pays the fixed amount based on a payment schedule. If the services rendered by the Group exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised. If the contract includes a usage based fee, revenue is recognised in the amount to which Group has right to invoice. Customers are invoiced on a monthly basis and consideration is payable when invoiced.

The amount recognised as revenue is exclusive of Goods and service tax and is net of discounts.

Unbilled revenue

Unbilled revenue is recognised when there is excess of revenue earned over billings on contracts. Unbilled revenue are classified as financial asset, when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms.

Invoicing to the clients for other fixed price contracts is based on milestones as defined in the contract and therefore the timing of revenue recognition is different from the timing of invoicing to the customers. Therefore, unbilled revenues for other fixed price contracts are classified as non-financial asset because the right to consideration is dependent on completion of contractual milestones.

Unearned revenue

Unearned revenue relates to billing done for services/ performance obligations which have not been performed as on the date of reporting. These billings are as per the terms of the contract with customers

Interest income

Interest income from financial assets at fair value through profit or loss is disclosed as interest income within other income. Interest income on financial assets at amortised cost and financial assets at FVTOCI is calculated using the effective interest method is recognised in the statement of profit and loss as part of other income.

Dividend

Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared by the directors. In the case of final dividends, this is when approved by the shareholders at the annual general meeting.

Income tax

Income tax comprises current and deferred tax.

Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the countries where the Group operates and generates taxable income.

Current income tax relating to items recognised outside Statement of Profit and Loss is recognised outside Statement of Profit and Loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred tax

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated balance sheet differs from its tax base, except for differences arising on:

• The initial recognition of goodwill;

• The initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and

• Investments in subsidiaries and joint arrangements where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.

Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised.

The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority.

Provisions and Contingent Liabilities

The Group estimates the provisions that have present obligations as a result of past events, and it is probable that an outflow of resources will be required to settle the obligations. These provisions are reviewed at the end of each reporting date and are adjusted to reflect the current best estimates.

The Group uses significant judgement to disclose contingent liabilities. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognized nor disclosed in the consolidated financial statements.

Share-based payments

Employees (including senior executives) of the Group receive remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments (equity-settled transactions).

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model.

That cost is recognised, together with a corresponding increase in share-based payment (“SBP”) reserves in equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group?s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit and loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense.

Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.

No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the unmodified award, provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee. Where an award is cancelled by

the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the Group?s earnings per share is the net profit for the period. The weighted average number of equity shares outstanding during the period and all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares that have changed the number of equity shares outstanding without a corresponding change in resources.

For calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

Segment reporting

Segments are identified based on the manner in which the Chief Operating Decision Maker (“CODM”) decides about resource allocation and reviews performance. Segment results that are reported to the CODM include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

Fair value measurement

The Group measures financial instruments, such as, derivatives at fair value at each Balance Sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

For financial reporting purposes, fair value measurements are categorized into Level 1, 2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly.

Level 3 inputs are unobservable inputs for the asset or liability.

PRINCIPAL COMPONENTS OF INCOME AND EXPENDITURE Total Income

Total income comprises revenue from operations and other income.

Revenue from Operations

Our revenue from operations comprises sale of services, which relates to cloud hosting and managed services and software as a service.

Other Income

The components of other income vary, but primarily include (i) interest received from bank deposits, (ii) income tax refunds (except Fiscal 2026), (iii) foreign exchange fluctuation gain (net) (for Fiscal 2026), (iv) profit on sale of assets, (v) non-controlling interest loss in control (for Fiscal 2025), (vi) cessation of lease liabilities (for Fiscal 2025) , (vii) unwinding of discounts on security deposits, and (viii) miscellaneous income.

Expenses

Our expenses comprise (i) employee benefit expenses, (ii) finance cost, (iii) depreciation and amortisation expenses and (iv) other expenses.

Employee Benefit Expenses

Employee benefit expenses comprise (i) salaries, wages and bonuses paid, (ii) contribution to provident and other funds, (iii) employee stock option scheme and (iv) other employee related costs.

Finance Costs

Finance costs comprise (i) interest expense on borrowings, (ii) interest expense on lease liabilities, (iii) interest expense on MSMEs, (iv) bank charges, and (v) other borrowing costs.

Depreciation and amortisation expenses

Depreciation and amortisation expenses comprise (i) depreciation of property, plant and equipment, (ii) amortisation of intangible assets and (iii) amortisation of right-of-use assets.

Other Expenses

Other expenses predominantly comprise (i) membership and subscription charges, (ii) power and fuel charges, (iii) project servicing costs, (iv) communication expenses, (v) charge for non-performance of obligation (for Fiscal

2026) , (vi) legal and professional charges, (vii) expected credit loss allowances, (viii) advertisement and sales promotion, (ix) contract fulfilment costs, (x) travel and conveyance, (xi) contract labour charges, (xii) rental charges and (xiii) commission / brokerage.

RESULTS OF OPERATIONS

The following table sets forth selected information from our statement of profit and loss for the Fiscals 2026, 2025 and 2024 and such amounts as a percentage of total income:

	Year ended March 31,
	2026	2025	2024
Particulars	(Rs. in million)	% of total income (in %)	(Rs. in million)	% of total income (in %)	(Rs. in million)	% of total income (in %)
Income:
Revenue from operations	4,722.10	98.24%	3,613.35	95.94%	2,865.18	98.08%
Other income	84.42	1.76%	153.06	4.06%	56.18	1.92%
Total Income	4,806.52	100.00%	3,766.41	100.00%	2,921.36	100.00%
Expenses:
Employee benefit expense	1,044.20	21.72%	941.27	24.99%	850.72	29.12%
Finance costs	117.90	2.45%	252.49	6.7%	315.74	10.81%
Depreciation and amortisation expense	634.63	13.20%	622.06	16.52%	525.52	17.99%
Other expenses	1,335.56	27.79%	1,123.23	29.82%	995.65	34.08%
Total expenses	3,132.29	65.17%	2,939.05	78.03%	2,687.63	92.00%
Profit/(loss) before exceptional items	1,674.23	34.83%	827.36	21.97%	233.73	8.00%
Exceptional items	-	-	1.41	0.04%	10.74	0.37%

 

	Year ended March 31,
	2026	2025	2024
Particulars	(Rs. in million)	% of total income (in %)	(Rs. in million)	% of total income (in %)	(Rs. in million)	% of total income (in %)
Profit before tax	1,674.23	34.83%	825.95	21.93%	222.99	7.63%
Income tax expense:
Current tax	432.65	9.00%	245.55	6.52%	9.10	0.31%
Prior year taxes payable/(credit)	36.38	0.76%	(73.92)	(1.96%)	4.35	0.15%
Deferred tax payable/(credit)	(3.03)	(0.06%)	98.20	2.61%	73.45	2.51%
Total tax expenses	466.00	9.70%	269.83	7.16%	86.90	2.97%
Profit/(loss) for the year	1,208.23	25.14%	556.12	14.77%	136.09	4.66%

Fiscal 2026 Compared to Fiscal 2025 Income

Total income increased by 27.62% from Rs.3,766.41 million in Fiscal 2025 to Rs.4,806.52 million in Fiscal 2026, primarily due to the reasons below.

Revenue from Operations

Particulars	Fiscal 2026	Fiscal 2025	Percentage increase/ (decrease) (%)
	(Rs. in million)
Cloud hosting and managed services	4,722.10	3,613.35	30.68%
Of which:
Infrastructure as a service (IaaS)	2,071.97	2,036.41	1.75%
Managed Services	1,945.91	756.50	157.22%
Software as a service (SaaS)	704.22	820.44	(14.17%)
Revenue from Operations	4,722.10	3,613.35	30.68%

Revenue from operations increased by 30.68% from Rs.3,613.35 million in Fiscal 2025 to Rs.4,722.10 million in Fiscal 2026, which increase was primarily due to:

(a) 1.75% increase in revenue from infrastructure as a service (IaaS) from Rs.2,036.41 million in Fiscal 2025 to Rs.2,071.97 million in Fiscal 2026, which increase was primarily due to a 31.12% increase in revenue from existing customers, from ^1,481.31 million in Fiscal 2025 to Rs.1,942.35 million in Fiscal 2026. This increase was offset by a 76.65% decrease in revenue from new customers, from Rs.555.10 million in Fiscal 2025 to Rs.129.62 million in Fiscal 2026.

In addition, our revenue from IaaS in Fiscal 2025 was positively affected by the Russian BFSI customer, which subsequently decreased by 85.07% from Rs.501.92 million in Fiscal 2025 to Rs.74.93 million in Fiscal 2026;

(b) a 157.22% increase in revenue from Managed Services from Rs.756.50 million in Fiscal 2025 to Rs.1,945.91 million in Fiscal 2026, which was primarily due to: (i) a 40.07% increase in revenue from existing customers, from Rs.590.84 million in Fiscal 2025 to Rs.827.58 million in Fiscal 2026, and (ii) a 575.04% increase in revenue from new customers, from Rs.165.67 million in Fiscal 2025 to ^1,118.33 million in Fiscal 2026, largely caused by a revenue of Rs.752.40 million from the new enterprise customer outside India. This high increase can be attributed to our international clients in Fiscal 2026; and

(c) a 14.17% decrease in revenue from Software as a service (SaaS) from Rs.820.44 million in Fiscal 2025 to Rs.704.22 million in Fiscal 2026, which was primarily due to: (i) a 64.17% decrease in revenue from new customers, from Rs.123.85 million in Fiscal 2025 to Rs.44.38 million in Fiscal 2026, and (ii) a 5.28% decrease in revenue from existing customers, from Rs.696.59 million in Fiscal 2025 to Rs.659.84 million in Fiscal 2026.

In addition, our revenue from SaaS in Fiscal 2025 was positively affected by the Russian BFSI customer, which subsequently decreased by 79.87% from Rs.90.63 million in Fiscal 2025 to Rs.18.25 million in Fiscal 2026.

Other Income

Other income decreased by 44.85% from Rs.153.06 million in Fiscal 2025 to Rs.84.42 million in Fiscal 2026, primarily due to a decrease in cessation of lease liabilities from Rs.104.93 million in Fiscal 2025 to nil in Fiscal 2026, which were partially offset by, among other things, (i) a 36.43% increase in interest received from bank deposits from Rs.39.28 million in Fiscal 2025 to Rs.53.59 million in Fiscal 2026, and (ii) an increase in foreign exchange fluctuation gain (net) from nil in Fiscal 2025 to 1.81 million in Fiscal 2026.

Expenses

Total expenses increased by 6.57% from Rs.2,939.05 million in Fiscal 2025 to Rs.3,132.29 million in Fiscal 2026, primarily due to the reasons below. As a percentage of our revenue from operations, our total expenses decreased from 81.34% in Fiscal 2025 to 66.33% in Fiscal 2026.

Employee Benefit Expenses

Employee benefit expenses increased by 10.94% from Rs.941.27 million in Fiscal 2025 to Rs.1,044.20 million in Fiscal 2026. This increase was primarily due to a 6.84% increase in salaries, wages and bonuses from Rs.882.79 million in Fiscal 2025 to Rs.943.13 million in Fiscal 2026, which increase was due to salary increments of the employees. We had 1,044 as at March 31, 2025 and 995 employees as at March 31, 2026. As a percentage of our revenue from operations, our employee benefit expenses decreased from 26.05% in Fiscal 2025 to 22.11% in Fiscal 2026.

Finance Costs

Finance costs decreased by 53.31% from Rs.252.49 million in Fiscal 2025 to Rs.117.90 million in Fiscal 2026, primarily due to: (i) a 67.99% decrease in interests from borrowings from Rs.159.25 million in Fiscal 2025 to Rs.50.98 million in Fiscal 2026, and (ii) a 33.14% decrease in interests from lease liabilities from Rs.81.65 million in Fiscal 2025 to Rs.54.59 million in Fiscal 2026. As a percentage of our revenue from operations, our finance costs decreased from 6.99% in Fiscal 2025 to 2.50% in Fiscal 2026.

Depreciation and Amortisation Expenses

Depreciation and amortisation expenses increased by 2.02% from Rs.622.06 million in Fiscal 2025 to Rs.634.63 million in Fiscal 2026, primarily due to a 14.31% increase in depreciation of property, plant and equipment from Rs.464.00 million in Fiscal 2025 to Rs.530.38 million in Fiscal 2026, which increase was primarily due to additions towards data center equipment, which were partially offset by: (i) a 88.41% decrease in amortisation of intangible assets from Rs.35.04 million in Fiscal 2025 to Rs.4.06 million in Fiscal 2026, and (ii) a 18.56% decrease in amortisation of right-of-use asset from Rs.123.02 million in Fiscal 2025 to Rs.100.19 million in Fiscal 2026.

Other Expenses

Particulars	Fiscal 2026	Fiscal 2025	Percentage increase/ (decrease) (%)
	(Rs. in million)
Other expenses	1,335.56	1,123.23	18.90%
Of which:
Membership and subscription charges	217.56	206.80	5.20%
Power and fuel charges	211.71	197.43	7.23%
Project servicing cost	259.58	190.43	36.31%
Communication expenses	126.01	90.43	39.35%
Charge for non-performance of obligation	57.18	-	-
Expected credit loss allowance	24.37	99.27	(75.45%)

Other expenses increased by 18.90% from Rs.1,123.23 million in Fiscal 2025 to Rs.1,335.56 million in Fiscal 2026. As a percentage of our revenue from operations, our other expenses decreased from 31.09% in Fiscal 2025 to 28.28% in Fiscal 2026. The increase in other expenses was primarily due to:

(a) 5.20% increase in membership and subscription charges from Rs.206.80 million in Fiscal 2025 to Rs.217.56 million in Fiscal 2026, primarily due to procurement of additional software and licenses for both customer and internal use;

(b) 7.23% increase in power and fuel charges from Rs.197.43 million in Fiscal 2025 to ^211.71 million in Fiscal 2026, primarily due to increase in capacity and business operations;

(c) 36.31% increase in project servicing cost from Rs.190.43 million in Fiscal 2025 to Rs.259.58 million in Fiscal 2026, primarily due to increase in new projects and associated costs;

(d) 39.35% increase in communication expenses from Rs.90.43 million in Fiscal 2025 to Rs.126.01 million in Fiscal 2026, primarily due to new bandwidth lines procured during the year; and

(e) an increase in charge for non-performance of obligation from nil in Fiscal 2025 to Rs.57.18 million in Fiscal 2026, relating to the invocation of a bank guarantee on account of non-performance as per terms in one of our contracts.

The above increases was partially offset by, among other things, a 75.45% decrease in expected credit loss allowance from Rs.99.27 million in Fiscal 2025 to Rs.24.37 million in Fiscal 2026, which was primarily due to better collections of trade receivables during the year.

Profit/(Loss) before Tax

Primarily for the reasons stated above, we had a 102.70% increase in profit before tax, from Rs.825.95 million in Fiscal 2025 to Rs.1,674.23 million in Fiscal 2026.

Tax Expenses

Our total tax expenses increased by 72.70% from Rs.269.83 million in Fiscal 2025 to Rs.466.00 million in Fiscal 2026. The increase was primarily due to: (i) a 76.20% increase in current tax from Rs.245.55 million in Fiscal 2025 to Rs.432.65 million in Fiscal 2026, which increase was mainly due to the 102.70% increase in profit before tax, and (ii) an increase of prior year tax expense from Rs.(73.92) million in Fiscal 2025 to Rs.36.38 million in Fiscal 2026, primarily due to an under-provision for expenses recognized in Fiscal 2025, which was subsequently settled in Fiscal 2026.

We had a deferred tax expense of Rs.98.20 million in Fiscal 2025 compared to a deferred tax credit of Rs.3.03 million in Fiscal 2026, primarily due to a reduction in MAT credit, alongside deferred tax adjustments on lease liabilities and provisions for doubtful debts.

Our total tax expenses for Fiscals 2026 and 2025 represented 27.83% and 32.67% of our profit before tax, respectively, compared to an income tax rate (including surcharge and cesses) of 25.168% and 27.82% for Fiscals 2026 and 2025, respectively.

Profit for the Year

Primarily due to the reasons stated above, our profit for the year increased by 117.26% from Rs.556.12 million in Fiscal 2025 to Rs.1,208.23 million in Fiscal 2026.

Fiscal 2025 Compared to Fiscal 2024

Income

Total income increased by 28.93% from Rs.2,921.36 million in Fiscal 2024 to Rs.3,766.41 million in Fiscal 2025, primarily due to the reasons below.

Revenue from Operations

	Fiscal 2025	Fiscal 2024	Percentage increase/ (decrease) (%)
Particulars	(Rs. in million)
Cloud hosting and managed services	3,613.35	2,865.18	26.11%
Of which:
Infrastructure as a service (IaaS)	2,036.41	1,420.82	43.33%
Managed Services	756.50	775.39	(2.44)%
Software as a service (SaaS)	820.44	668.97	22.64%
Revenue from Operations	3,613.35	2,865.18	26.11%

Revenue from operations increased by 26.11% from Rs.2,865.18 million in Fiscal 2024 to Rs.3613.35 million in Fiscal 2025, which increase was primarily due to:

(a) a 43.33% increase in revenue from infrastructure as a service (IaaS) from Rs.1,420.82 million in Fiscal 2024 to Rs.2,036.41 million in Fiscal 2025, which increase was on account of: (i) a 270.78% increase in revenue from new customers, from Rs.149.71 million in Fiscal 2024 to Rs.555.10 million in Fiscal 2025, which increase was primarily due to Rs.501.92 million from the Russian BFSI customer, and (ii) a 16.54% increase in revenue from existing customers, from ^1,271.10 million in Fiscal 2024 to ^1,481.31 million in Fiscal 2025;

(b) a 2.44% decrease in revenue from Managed Services from Rs.775.39 million in Fiscal 2024 to Rs.756.50 million in Fiscal 2025, which was primarily due to a 20.63% decrease in revenue from existing customers, from Rs.744.45 million in Fiscal 2024 to Rs.590.84 million in Fiscal 2025, which was partially offset by a 435.46% increase in revenue from new customers, from Rs.30.94 million in Fiscal 2024 to Rs.165.67 million in Fiscal 2025, which increase was primarily due to Rs.135.53 million from the Russian BFSI customer; and

(c) a 22.64% increase in revenue from Software as a service (SaaS) from Rs.668.97 million in Fiscal 2024 to Rs.820.44 million in Fiscal 2025, which was primarily due to: (i) a 448.25% increase in revenue from new customers, from Rs.22.59 million in Fiscal 2024 to Rs.123.85 million in Fiscal 2025, which increase was primarily due to Rs.90.63 million from the Russian BFSI customer, and (ii) a 7.77% increase in revenue from existing customers, from Rs.646.38 million in Fiscal 2024 to Rs.696.59 million in Fiscal 2025.

Other Income

Other income increased by 172.45% from Rs.56.18 million in Fiscal 2024 to Rs.153.06 million in Fiscal 2025, primarily due to: (i) an increase in cessation of lease liabilities from nil in Fiscal 2024 to Rs.104.93 million in Fiscal 2025 and (ii) a 13.36% increase in interest received from bank deposits from Rs.34.65 million in Fiscal 2024 to Rs.39.28 million in Fiscal 2025.

The above increases were partially offset by, among other things, a 48.14% decrease in interest received from income tax refund from Rs.12.11 million in Fiscal 2024 to Rs.6.28 million in Fiscal 2025.

Expenses

Total expenses increased by 9.35% from Rs.2,687.63 million in Fiscal 2024 to Rs.2,939.05 million in Fiscal 2025, primarily due to the reasons below. As a percentage of our revenue from operations, our total expenses decreased from 93.80% in Fiscal 2024 to 81.34% in Fiscal 2025.

Employee Benefit Expenses

Employee benefit expenses increased by 10.64% from Rs.850.72 million in Fiscal 2024 to Rs.941.27 million in Fiscal 2025. This increase was primarily due to a 10.48% increase in salaries, wages and bonuses from Rs.799.05 million in Fiscal 2024 to Rs.882.79 million in Fiscal 2025, which increase was due to an increase in the level of salaries and wages, primarily due to inflation. We had 1,091 as at March 31, 2024 and 1,044 employees as at March 31, 2025. As a percentage of our revenue from operations, our employee benefit expenses decreased from 29.69% in Fiscal 2024 to 26.05% in Fiscal 2025.

Finance Costs

Finance costs decreased by 20.03% from Rs.315.74 million in Fiscal 2024 to Rs.252.49 million in Fiscal 2025, primarily due to: (i) a 27.50% decrease in interests from borrowings from Rs.219.66 million in Fiscal 2024 to Rs.159.25 million in Fiscal 2025, and (ii) a 5.20% decrease in interests from lease liabilities from Rs.86.13 million in Fiscal 2024 to Rs.81.65 million in Fiscal 2025. As a percentage of our revenue from operations, our finance costs decreased from 11.02% in Fiscal 2024 to 6.99% in Fiscal 2025.

Depreciation and Amortisation Expenses

Depreciation and amortisation expenses increased by 18.37% from Rs.525.52 million in Fiscal 2024 to Rs.622.06 million in Fiscal 2025, primarily due to a 40.85% increase in depreciation of property, plant and equipment from Rs.329.42 million in Fiscal 2024 to Rs.464.00 million in Fiscal 2025, which increase was primarily due to additions to fixed tangible assets during the year.

The above increase were partially offset by: (i) a 43.47% decrease in amortisation of intangible assets from Rs.61.98 million in Fiscal 2024 to Rs.35.04 million in Fiscal 2025, and (ii) a 8.28% decrease in amortisation of right-of-use assets from Rs.134.12 million in Fiscal 2024 to Rs.123.02 million in Fiscal 2025.

Other Expenses

Particulars	Fiscal 2025	Fiscal 2024	Percentage increase/ (decrease) (%)
	(Rs. in million)
Other expenses	1,123.23	995.65	12.81%
Of which:
Power and fuel charges	197.43	137.69	43.39%
Membership and subscription charges	206.80	164.25	25.91%
Project servicing cost	190.43	159.97	19.04%
Contract fulfilment costs	16.87	123.79	(86.37)%
Contract labour charges	30.19	56.55	(46.61)%

Other expenses increased by 12.81% from Rs.995.65 million in Fiscal 2024 to Rs.1,123.23 million in Fiscal 2025. As a percentage of our revenue from operations, our other expenses decreased from 34.75% in Fiscal 2024 to 31.09% in Fiscal 2025. The increase in other expenses was primarily due to:

(a) a 43.39% increase in power and fuel charges from Rs.137.69 million in Fiscal 2024 to Rs.197.43 million in Fiscal 2025, primarily due to increase in capacity and business operations;

(b) a 25.91% increase in membership and subscription charges from Rs.164.25 million in Fiscal 2024 to Rs.206.80 million in Fiscal 2025, primarily due to procurement of additional software and licences required for customers and internal use; and

(c) a 19.04% increase in project servicing cost from Rs.159.97 million in Fiscal 2024 to Rs.190.43 million in Fiscal 2025, which increase was primarily due to increase in new projects and associated costs.

The above increases were partially offset by, among other things, (i) an 86.37% decrease in contract fulfilment costs from Rs.123.79 million in Fiscal 2024 to Rs.16.87 million in Fiscal 2025, which decrease was primarily due to reduction in contract executed of such nature during this period, and (ii) a 46.61% decrease in contract labour charges from Rs.56.55 million in Fiscal 2024 to Rs.30.19 million in Fiscal 2025, which decrease was primarily due to discontinuing operations at of one of our data centres, which meant we no longer had a need for contract labour at that data centre.

Profit/(Loss) before Tax

Primarily for the reasons stated above, we had a 270.40% increase in profit before tax, from Rs.222.99 million in Fiscal 2024 to Rs.825.95 million in Fiscal 2025.

Tax Expenses

Our total tax expenses increased by 210.51% from Rs.86.90 million in Fiscal 2024 to Rs.269.83 million in Fiscal 2025. The increase was primarily due to the increase in current tax from Rs.9.10 million in Fiscal 2024 to Rs.245.55 million in Fiscal 2025, which increase was mainly due to the 270.40% increase in profit before tax. In addition, our deferred tax expense increased by 33.70% from Rs.73.45 million in Fiscal 2024 to Rs.98.20 million in Fiscal 2025. Our deferred tax expense of Rs.98.20 million in Fiscal 2025 was primarily due to the increase in net deferred tax (liability), which was primarily due to a reduction of deferred assets on account of business loss set off. Our deferred tax expense of Rs.73.45 million in Fiscal 2024 was primarily due to an increase in the deferred tax liability on account of the right of use assets and property, plant, and equipment. This was partly offset by a reduction in deferred tax assets due to the utilisation of business loss set-off.

The above tax expenses for Fiscal 2025 were partially offset by a MAT credit entitlement of Rs.73.92 million in Fiscal 2025. MAT credit entitlement is the difference between the Minimum Alternate Tax (MAT) paid and the regular income tax payable by a company under normal provisions. It acts as an asset, allowing companies to carry forward this excess tax for up to 15 years and set it off against future tax liabilities in years when regular tax exceeds MAT. We had nil MAT credit entitlement in Fiscal 2024.

Our total tax expenses for Fiscals 2025 and 2024 represented 32.67% and 38.97% of our profit before tax, respectively, compared to an income tax rate (including surcharge and cesses) of 27.82% and 27.82% for Fiscals 2025 and 2024, respectively.

Profit/(Loss) for the Year

Primarily due to the reasons stated above, our profit for the year increased by 308.64% from Rs.136.09 million in Fiscal 2024 to Rs.556.12 million in Fiscal 2025.

FINANCIAL CONDITION

Total Assets

The table below sets forth the principal components of our total assets as at the dates indicated:

	As at March 31,
Particulars	2026	2025	2024
	(Rs. in million)
Non-current assets:
Property, plant and equipment	3,164.12	2,850.00	2,180.50
Right-of-use-asset	584.41	662.43	995.05
Capital work-in progress	39.92	-	-
Other intangible assets	130.35	12.70	47.75
Financial assets:
(i) Investments	45.45	42.76	-
(ii) Other financial assets	186.50	182.97	143.68
Income tax assets (net)	23.60	23.60	-
Other non-current assets	63.26	77.56	24.81
Total non-current assets	4,237.61	3,852.02	3,391.79
Current assets:
Financial assets:
(i) Trade receivables (Billed)	1,021.26	997.56	690.03
(ii) Trade receivables (Unbilled)	633.93	437.28	515.20
(iii) Cash and cash equivalents	12,533.85	606.80	22.47
(iv) Other financial assets	456.33	366.81	535.24
Current tax assets (net)	-	-	142.38
Other current assets	496.06	299.04	180.00
Total current assets	15,141.43	2,707.49	2,085.32
Total assets	19,379.04	6,559.51	5,477.11

Our total non-current assets increased by 13.57% from Rs.3,391.79 million as at March 31, 2024 to Rs.3,852.02 million as at March 31, 2025, and increased by 10.01% to Rs.4,237.61 million as at March 31, 2026. These increases were primarily due to increases in our property, plant and equipment, which increased from Rs.2,180.50 million as at March 31, 2024 to Rs.2,850.00 million as at March 31, 2025, and to Rs.3,164.12 million as at March 31, 2026.

Our total current assets increased by 29.84% from Rs.2,085.32 million as at March 31, 2024 to Rs.2,707.49 million as at March 31, 2025, and increased by 459.24% to Rs.15,141.43 million as at March 31, 2026. These increases were primarily due to:

(a) increases in our cash and cash equivalents, which increased from Rs.22.47 million as at March 31, 2024 to Rs.606.80 million as at March 31, 2025, and increased to ^12,533.85 million as at March 31, 2026. The increase in cash and cash equivalents from March 31, 2025 to March 31, 2026 was primarily driven by an advance received from a new enterprise customer incorporated outside India for a new GPU-as-a-Service contract during the the year; and

(b) changes increases in our trade receivables (billed), which increased from Rs.690.03 million as at March 31, 2024 to Rs.997.56 million as at March 31, 2025, and to Rs.1,021.26 million as at March 31, 2026. The increase in trade receivables (billed) from March 31, 2025 to March 31, 2026 was primarily due to higher revenue, lower collections during the period, and a higher outstanding balance of billed receivables as at the end of the fiscal year.

Total Equity and Liabilities

The table below sets forth the principal components of our total equity and liabilities as at the dates indicated:

	As at March 31,
Particulars	2026	2025	2024
	(Rs. in million)
Equity:
Equity share capital	100.43	100.43	92.89
Reserves and surplus	5,336.16	4,075.40	2,166.23
Equity attributable to owners of ESDS Software Solution Limited	5,436.59	4,175.83	2,259.12
Non-controlling interest	5.40	-	6.00
Total Equity	5,441.99	4,175.83	2,265.11
Liabilities:
Non-Current Liabilities
Financial liabilities:
(i) Borrowings	284.17	405.97	847.73
(ii) Lease liabilities	375.81	499.89	933.12
Employee benefit obligations	96.94	93.07	76.81
Deferred tax liabilities (net)	142.89	116.49	56.47
Total Non-Current Liabilities	899.81	1,115.42	1,914.13
Current liabilities
Financial Liabilities:
(i) Borrowings	145.00	221.16	642.71
(ii) Lease liabilities	159.72	140.40	164.49
(iii) Trade payables:
- Total outstanding dues of micro enterprises and small enterprises	18.17	26.50	5.72
- Total outstanding dues of creditors other than micro enterprises and small enterprises	370.76	263.76	227.17
(iv) Other financial liabilities	126.64	395.12	101.20
Employee benefit obligations	30.07	51.79	48.12
Current tax liabilities	229.71	25.00	-
Other current liabilities	11,957.17	144.53	108.45
Total Current Liabilities	13,037.24	1,268.26	1,297.87
Total Liabilities	13,937.05	2,383.68	3,212.00
Total Equity and Liabilities	19,379.04	6,559.51	5,477.11

Our total equity increased from Rs.2,265.11 million as at March 31, 2024 to Rs.4,175.83 million as at March 31, 2025, and to Rs.5,441.99 million as at March 31, 2026. These increases were primarily due to increase in reserves and surplus, which increased from Rs.2,166.23 million as at March 31, 2024 to Rs.4,075.40 million as at March 31, 2025, and then to Rs.5,336.16 million as at March 31, 2026. The increase in reserves and surplus were primarily driven by increases in retained earnings and securities premium.

Our total non-current liabilities decreased from Rs.1,914.13 million as at March 31, 2024 to ^1,115.42 million as at March 31, 2025, then further to Rs.899.81 million as at March 31, 2026. These decreases were primarily due to: (i) lease liabilities, which decreased from Rs.933.12 million as at March 31, 2024 to Rs.499.89 million as at March 31, 2025, due to cessation of lease liability, then to Rs.375.81 million as at March 31, 2026, primarily driven by payments of lease liabilities during the year, and (ii) non-current borrowings, which decreased from Rs.847.73 million as at March 31, 2024 to Rs.405.97 million as at March 31, 2025, primarily driven by a redemption of nonconvertible debentures, then kept going down to Rs.284.17 million as at March 31, 2026, mainly on account of repayments during the period.

Our total current liabilities decreased from Rs.1,297.87 million as at March 31, 2024 to Rs.1,268.26 million as at March 31, 2025, before increasing to Rs.13,037.24 million as at March 31, 2026. The decrease as at March 31, 2025 was primarily due to reductions in current borrowings from Rs.642.71 million as at March 31, 2024 to Rs.221.16 million as at March 31, 2025, then to Rs.145.00 million as at March 31, 2026. The increase as at March 31, 2026 was primarily due to other current liabilities, which increased from Rs.144.53 million as at March 31, 2025 to ^11,957.17 million as at March 31, 2026, which were primarily due to increases in advances from customers of new project.

STATEMENT OF CASH FLOWS

The following table sets forth certain information relating to our cash flows in the fiscal years indicated:

	Fiscals
Particulars	2026	2025	2024
	(Rs. in million)
Net cash inflow from/ (used in) operating activities	13,677.13	1,626.23	530.48
Net cash inflow from / (used in) investing activities	(1,311.71)	(1,093.44)	(14.46)
Net cash inflow from/ (used in) financing activities	(447.16)	74.50	(664.11)
Net increase/ (decrease) in Cash and Cash Equivalents 1A1	11,918.26	607.29	(148.09)
Foreign currency translation impact on cash and cash equivalents [B1	8.79	(22.96)	1.70
Cash and Cash equivalents at the beginning of the year [C1	606.80	22.47	168.86
Cash and Cash Equivalents at the end of the year [D = A+B+C]	12,533.85	606.80	22.47

Operating Activities

Fiscal 2026

Net cash generated from operating activities was Rs.13,677.13 million for Fiscal 2026. The profit before tax for Fiscal 2026 was Rs.1,674.23 million. Adjustments primarily included the addition of (i) depreciation and amortisation expense of Rs.634.63 million, (ii) finance costs excluding bank charges of Rs.108.26 million and (iii) expected credit loss allowance of Rs.24.37 million, and the deduction of interest income of Rs.53.59 million.

Operating profit before working capital changes was Rs.2,422.33 million for Fiscal 2026. Working capital changes primarily include (i) an increase in other current and non-current liabilities of ^11,812.64 million and (ii) an increase in trade payables of Rs.106.27 million. The foregoing were partially offset by (i) an increase in trade receivables of Rs.244.72 million and (ii) an increase in other current and non-current assets of Rs.206.50 million.

Fiscal 2025

Net cash generated from operating activities was 11,626.23 million for Fiscal 2025. The profit before tax for Fiscal 2025 was Rs.825.95 million. Adjustments primarily included the addition of (i) depreciation and amortisation expense of Rs.622.06 million, (ii) finance costs of Rs.245.12 million and (iii) expected credit loss allowance of Rs.99.27 million, and the deduction of (i) cessation of lease liabilities of Rs.104.93 million and (ii) interest income of Rs.40.00 million.

Operating profit before working capital changes was Rs.1,661.90 million for Fiscal 2025. Working capital changes include (i) an increase in trade receivables of Rs.337.97 million, (ii) an increase in other current and non-current assets of Rs.195.37 million, and (iii) a decrease in other current and non-current financial assets of Rs.133.18 million.

The foregoing was partially offset by an increase in other current and non-current financial liabilities of Rs.293.92 million and an increase in employee benefit obligations of Rs.16.91 million.

Fiscal 2024

Net cash generated from operating activities was Rs.530.48 million for Fiscal 2024. The profit before tax for Fiscal 2024 was Rs.222.99 million. Adjustments primarily included the addition of (i) depreciation and amortisation expense of Rs.525.52 million, (ii) finance costs of Rs.309.97 million and (iii) expected credit loss allowance of Rs.55.29 million, and a deduction of interest income of Rs.34.65 million.

Operating profit before working capital changes was Rs.1,084.90 million for Fiscal 2024. Working capital changes include (i) an increase in trade receivables of Rs.375.79 million, (ii) an increase in other current and non-current financial assets of Rs.251.26 million and (iii) a decrease in trade payables of Rs.46.41 million. The foregoing was partially offset by an increase in other current and non-current financial liabilities of Rs.57.63 million and an increase in employee benefit obligations of Rs.16.72 million.

Investing Activities

Fiscal 2026

Net cash used in investing activities was Rs.1,311.71 million for Fiscal 2026. This primarily resulted from investments in property, plant and equipment and intangible assets of Rs.1,258.94 million, which was partially offset by, among other things, interest on investment in fixed deposits of Rs.50.10 million.

Fiscal 2025

Net cash used in investing activities was Rs.1,093.44 million for Fiscal 2025. This primarily resulted from investments in property, plant and equipment and intangible assets of Rs.1,134.24 million, which was partially offset by, among other things, interest on investment in fixed deposits of Rs.39.28 million.

Fiscal 2024

Net cash used in investing activities was Rs.14.46 million for Fiscal 2024. This primarily resulted from investments in property, plant and equipment and intangible assets of Rs.230.45 million, which was partially offset by investment in fixed deposits with bank of Rs.181.34 million and interest on investment in fixed deposits of Rs.34.65 million.

Financing Activities

Fiscal 2026

Net cash used from financing activities was Rs.447.16 million for Fiscal 2026. This primarily resulted from (i) payment of lease liabilities of Rs.195.53 million, (ii) repayment of long term borrowing (excluding lease liabilities) of Rs.167.49 million, (iii) interest paid on borrowings of Rs.53.67 million and (iv) repayment of short term borrowing (excluding lease liabilities) of Rs.30.47 million.

Fiscal 2025

Net cash generated in financing activities was Rs.74.50 million for Fiscal 2025. This primarily resulted from proceeds from the issue of equity share capital (including securities premium and net of refund of share application money) of Rs.1,370.87 million, which was partially offset by (i) a decrease of non-current borrowings of Rs.441.76 million, (ii) repayment of short term borrowing (excluding lease liabilities) of Rs.421.55 million, (iii) payment of lease liabilities of Rs.226.82 million, (iv) interest paid on borrowings of Rs.163.48 million, and (v) investment in mutual funds of Rs.42.76 million.

Fiscal 2024

Net cash used from financing activities was Rs.664.11 million for Fiscal 2024. This primarily resulted from (i) payment of lease liabilities of Rs.277.71 million, (ii) interest paid on borrowings of Rs.223.84 million and (iii) a decrease of non-current borrowings of Rs.82.07 million, which was partially offset by repayment of short term borrowing (excluding lease liabilities) of Rs.80.49 million.

BUSINESS SEGMENTS

In accordance with Indian Accounting Standard 108 - Segment Reporting, our Company has determined its business segment as “design, development, installation and servicing of information technology related resource”. Operating segments are reported in a manner consistent with the internal reporting provided to the Board of Directors based in India regarded as the Chief Operating Decision Maker. Since our Company?s entire business is from information technology related resource, there are no other primary reportable segments.

INDEBTEDNESS

Our loan agreements generally contain covenants, including limitations on the use of proceeds and restrictions on indebtedness, liens, asset sales, investments, transfer or ownership interests and certain changes in business. These covenants may limit our ability to pay dividends or make loans or advances to us, subject to the lender?s waive] or consent. There were no defaults in repayment of principal or interest to lenders during Fiscals 2026, 2025 anc 2024. See “Risk Factors - 15. Any non-compliance with restrictive covenants under our financing agreements may lead to, amongst others, accelerated repayment schedule and suspension of further drawdowns, which could adversely affect our business, financial condition, results of operations and cash flows?? on page 36.

The following table provides the types and amounts of our gross debt as at the dates indicated:

	As at March 31,
Particulars	2026	2025	2024
	(Rs. in million)
Non-current borrowings	284.17	405.97	847.73
Current borrowings	145.00	221.16	642.71
Interest accrued but not due on borrowings	-	-	0.22
Gross Debt	429.17	627.13	1,490.66

The following table provides our Total Borrowings broken down into floating interest rate and fixed interest rate borrowings at the dates indicated:

	As at March 31,
Particulars	2026	2025	2024
	(Rs. in million)
Borrowings with floating interest rates	429.17	627.13	225.74
Borrowings with fixed interest rates	-	-	1,264.70
Total Borrowings	429.17	627.13	1,490.44

For more details on our borrowings, see “Restated Consolidated Financial Information - Note 17 - Financial liabilities” on page 368.

CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS

The table below sets forth our contingent liabilities that have not been accounted for in our financial statements as at the dates indicated:

	As at March 31,
Particulars	2026	2025	2024
	(Rs. in million)
Tax litigations:
GST demands on improper availment of ITC for the years 2019-2020 to 2020-2021	23.01	10.09	127.23
Indirect tax matters	-	-	19.36
Claims against the group not acknowledged as debts:
Other matters	2.62	2.62	2.62
Department of telecommunication	-	-	60.07
Guarantees excluding financial guarantees:
Performance Bank guarantees given to customers	526.04	472.27	420.21
Total	551.68	484.98	629.49

The table below sets forth the estimated amount of contracts remaining to be executed on capital account (net of advances) as at the dates indicated:

	As at March 31,
Particulars	2026	2025	2024
	(Rs. in million)
Estimated amount of contracts remaining to be executed on capital account (net of advances)	174.44	262.59	6.38

For further details, please see “Restated Consolidated Financial Information - Note 31 - Contingencies and commitments?" on page 379.

CAPITAL EXPENDITURES

The following table sets forth additions to property, plant and equipment by category of expenditure for the fiscal years indicated. These assets primarily relate to expenditure on computer and Data Centre equipment, office equipment, furniture and fixtures and vehicles.

	Year ended March 31,
Particulars	2026	2025	2024
	(Rs. in million)
Leasehold Land	-	-	-
Leasehold land improvements	-	-	-
Buildings	-	-	-
Computer and Data Centre equipment	790.25	1,108.13	196.81
Office equipment	14.22	17.11	4.79
Furniture and fixture	25.44	8.98	3.05
Vehicles	8.32	0	11.97
Total	838.23	1,134.22	216.62

OFF-BALANCE SHEET ARRANGEMENTS

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that we believe are material to investors.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of any loss in future earnings, in realisable fair values or in future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, foreign currency exchange rates, liquidity and other market changes. Future specific market movements cannot be normally predicted with reasonable accuracy.

Qualitative Disclosures

Foreign currency exchange rate risk

We deal with receivables from customers and payables to vendors. Therefore, we are exposed to foreign exchange risk associated with exchange rate movements. The foreign exchange rate fluctuations do not have any material impact on our profitability as such exports and foreign currency expenditure is negligible in totality. We did not enter into any forward exchange contracts in the Fiscals 2026, 2025 and 2024.

Interest rate risk

Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Our exposure to the risk of changes in market interest rates relates primarily to our debt obligations with floating interest rates.

Quantitative Disclosures

For quantitative disclosures on market risk, see “Restated Consolidated Financial Information - Note 35(c) - market risk" on page 387.

UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS

Except as described in this Red Herring Prospectus, to our knowledge, there have been no unusual or infrequent events or transactions including unusual trends on account of business activity, unusual items of income and discretionary reduction of expenses, etc. that have in the past or may in the future affect our business or results of operations.

SEASONALITY/ CYCLICALITY OF BUSINESS

Our business is not seasonal in nature.

DEPENDENCE ON CUSTOMERS AND SUPPLIERS

A new enterprise customer incorporated outside India contributed 15.93% to our revenue from operations for Fiscal 2026. The Russian BFSI customer contributed 2.80% and 20.15% to our revenue from operations for Fiscals 2026 and 2025. For details, see “Risk Factors - 5. In Fiscal 2026, our revenue from our top client and top 10 clients represented 15.93% and 45.36% of our revenue from operations, respectively, and any loss or reduction of business from these clients could have a material adverse effect on our business, financial condition, results of operations and cash flows??" on page 27 and “Risk Factors - 8. We are exposed to macroeconomic downturns and geopolitical tensions, trade policies, and regulatory changes in the countries we export to, which was primarily the United Arab Emirates for Fiscal 2026. Any downturn in the macroeconomic environment in the countries we export to, particularly, the United Arab Emirates, increases in trade barriers, or the imposition of sanctions or increase in the scope of sanctions, that we are required to comply with in countries that we export to could adversely affect our business, financial condition, results of operations and cash flows"" on page 31. No other customer contributed more than 10% to our revenue from operations for Fiscals 2026 and 2025. There was no single customer who contributed more than 10% to our revenue from operations for Fiscal 2024.

A multinational IT supplier contributed 33.70% of our other expenses plus additions to property, plant and equipment for Fiscal 2025. For details, see “Risk Factors - 16. For Fiscals 2026, 2025 and 2024, the cost of supplies from our top supplier represented 11.40%, 33.70% and 14.16% of our other expenses plus additions to property, plant and equipment, respectively, and our cost of supplies from our top 10 suppliers represented 52.28%, 62.18% and 41.73% of our other expenses plus additions to property, plant and equipment, respectively. We rely on our suppliers for various critical aspects of our information technology infrastructure. If any of our top 10 suppliers ceased supplying products/services to us and we were unable to find a supplier to replace it, it could have an adverse effect on our business, financial condition, results of operations, and cash flows” on page 38. There was no single supplier contributed more than 25% to our other expenses plus additions to property, plant and equipment for Fiscals 2026 and 2024.

KNOWN TRENDS OR UNCERTAINTIES

Our business has been subject, and we expect it to continue to be subject, to trends and uncertainties identified above in “- Significant Factors Affecting our Results of Operations"" and as described in “Risk Factors?" on page 23. To our knowledge, except as disclosed in this Red Herring Prospectus, there are no known factors which we expect to have a material adverse effect on our revenue from operations.

FUTURE RELATIONSHIP BETWEEN COST AND REVENUE

Other than as described in this section and in “Risk Factors"" and “Our Business"" on pages 23 and 239, respectively, to our knowledge there are no known factors that may adversely affect our business prospects, results of operations and financial condition.

SIGNIFICANT ECONOMIC CHANGES THAT MATERIALLY AFFECTED OR ARE LIKELY TO AFFECT INCOME FROM CONTINUING OPERATIONS

Other than as described in the “Risk Factors"" and “Industry Overview" on pages 23 and 167, respectively, there are no significant economic changes that have materially affected or are likely to affect our income from continuing operations.

RESERVATIONS, QUALIFICATIONS, ADVERSE REMARKS AND EMPHASIS OF MATTERS IN THE AUDITOR?S REPORTS

There are no reservations, qualifications, and adverse remarks (i) by our Statutory Auditors in their report on the Restated Consolidated Financial Information or in their report on the audited consolidated financial statements as at and for the year ended March 31, 2026 or (ii) by our Previous Auditors in their reports on the audited consolidated financial statements as at and for the years ended March 31, 2025, and 2024.

SIGNIFICANT DEVELOPMENTS AFTER March 31, 2026 THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS

There have been no material developments, and no circumstances have arisen after March 31, 2026, that materially or adversely affect the operations, financial condition, or profitability of our Company, the value of our assets, or our ability to meet our obligations within the next 12 months.