Fusion CX Ltd

Fusion CX Ltd Management Discussions

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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our Restated Consolidated Financial Information on page 303.

Our Companys financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references to a particular fiscal year, are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the context otherwise requires, the financial information for the three month period ended June 30, 2026 and Fiscals 2026, 2015 and 2024, included herein is based on or derived from our Restated Consolidated Financial Information included in this Red Herring Prospectus. For details, please see "Restated Consolidated Financial Information" beginning on page 303. The Restated Consolidated Financial Information is based on our audited financial statements and is restated in accordance with the Companies Act, 2013, and the SEBIICDR Regulations. Our audited financial statements are prepared in accordance with Indian Accounting Standards, which differs in certain material respects with IFRS and U.S. GAAP. For details, see "Risk Factors - Significant differences exist between Ind AS, which is used to prepare our financial information and other accounting principles, such as IFRS and U.S. GAAP, which may be material to investors assessments of our financial condition " on page 53.

Unless otherwise indicated, the industry and market data used in this section has been derived from the industry report titled "Customer Experience (CX) Industry Overview " dated September 26, 2026 (the "Everest Report"), which has been prepared for the purpose of the Offer and issued by Everest Business Advisory India Private Limited and is exclusively commissioned for an agreed fee and paid for by the Company in connection with the Offer. Everest Business Advisory India Private Limited was appointed by our Company pursuant to an engagement letter dated December 18, 2024. The data included herein includes excerpts from the Everest Report and may have been re-ordered by us for the purposes of presentation. Further, the Everest Report was prepared on the basis of information as of specific dates and opinions in the Everest Report may be based on estimates, projections, forecasts and assumptions that may be as of such dates. A copy of the Everest Report will be available on the website of our Company at https://www.fusioncx.com/wp-content/uploads/industry-report/Industry-report-for-Fusion- CX-Everest-Group.pdf. For more information and risks in relation to commissioned reports, see "Risk Factors - This Red Herring Prospectus contains information from third-party industry sources, being Everest Report, which have been exclusively commissioned and paid for by our Company solely for the purposes of the Offer " on page 46. Also see, "Certain Conventions, Presentation of Financial, Industry and Market Data - Industry and Market Data " on page 16.

This Red Herring Prospectus also contains certain forward-looking statements that involve risks, assumptions, estimates and uncertainties. Our actual results could differ from those anticipated in these forward- looking statements as a result of certain factors, including the considerations described below and elsewhere in this Red Herring Prospectus. For details, see "ForwardLooking Statements" on page 18. For details relating to the defined terms in the section, please see "Definitions and Abbreviations" beginning on page 1. Unless the context otherwise requires, in this section, references to "our Company", "the Company", "we", "us", "our" refer to Fusion CX Limited and its Subsidiaries on a consolidated basis.

OVERVIEW

For details in relation to our business overview, competitive strengths, business strategies and business operations, please see

"Our Business" on page 185.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATION

The results of our operations and our financial conditions are affected by numerous factors and uncertainties, many of which may be beyond our control, including as discussed in "Our Business" and "Risk Factors ", on pages 185 and 19. Set forth below is a discussion of certain factors that we believe may be expected to have a significant effect on our financial condition and results of operations:

Ability to retain existing client, grow business and acquire new clients

Our Company adopts a customer-focused approach that is integrated into its service delivery and operational frameworks. This enables us to adapt efficiently to evolving client requirements and market dynamics.

Set out below is the revenue of operations we derived from our top 5, top 10, top 15 and top 20 customers for the periods indicated:

Customer	Three month period ended June 30, 2026		Fiscal 2026		Fiscal 2025		Fiscal 2024
	Revenue from operations (in r million)	Percentage contribution to Revenue from operations (%)	Revenue from operations (in r million)	Percentage contribution to Revenue from operations (%)	Revenue from operations (in r million)	Percentage contribution to Revenue from operations (%)	Revenue from operations (in r million)	Percentage contribution to Revenue from operations (%)
Top 5	1,978.82	40.34	7,676.78	42.22	4,482.83	33.72	2,879.85	29.05
Top 10	2,444.79	49.84	94,84.99	52.17	6,021.64	45.30	4,068.17	41.04
Top 15	2,769.93	56.47	10,811.31	59.46	7,075.97	53.23	4,910.60	49.54
Top 20	3,003.61	61.24	11,714.31	64.43	7,709.54	58.00	5,527.51	55.76

Further, the table below sets out our average length of relationship with our key customers:

S. No. Key customers	Average years of relationship (in years)
1. Top 5	13.02
2. Top 10	11.46
3. Top 15	10.83
4. Top 20	10.31

Our ability to retain our top customers for longer periods of time as demonstrated above has contributed to our revenue from operations growth. Set out below are some key metrics in relation to the clients of our Company for the periods indicated:

Metric	Three month period ended June 30, 2026	Fiscal 2026	Fiscal 2025	Fiscal 2024
Total no. of active clients for the financial period indicated	239	228	219	190
Number of repeat clients for the financial period indicated#	212	173	138	146
Number of client additions	27	55	39	7
No. clients contributing more than USD 3.00 million or Rs.282.51 million per annum*	11	12	11	7
No. clients contributing more than USD 1.00 million or Rs.94.17 million per annum*^A	40	33	37	30

# Number of repeat clients are clients that have been repeated from the previous Fiscal.

* Exchange rate prevailing as on June 30, 2026. Source: www.fbl.org.in

a Quarterly revenue has been annualized to ensure like for like comparison with Fiscal 2026.

Our total number of clients have steadily increased over the years including an increase in the number of high-value clients contributing more than USD 3.00 million, growing from seven in Fiscal 2024 to 11 as of the three month period ended June 30, 2026. This reflects a greater focus on deeper, strategic client relationships. We aim to utilise a combination of proactive engagement, data-driven insights, and tailored solutions leveraging technology for healthcare, BFSI, Retail & E-Commerce sectors to retain exiting clients, build long-term relationships, increase wallet shares and acquire new clients.

Ability to identify players for acquisitions and successfully integrate them

We have a track record of acquiring and integrating companies in the CX space and a portion of this growth came from such acquisitions. These acquisitions have also contributed to the growth of our portfolio of services and customers. In the last three years, we have acquired six companies - Skycom group, Scribe.ology LLC, Sequential Technologies, LLC and S4 Communications LLC in Untied States, VA Platinum Offshoring Pty Ltd. in Australia and Ready Call Center Limited in Belize. Pursuant to our acquisition of Scribe.ology LLC, we have added specialized medical scribe services to our offerings and will be leveraging our marketing and lead generation capabilities to position Scribe.ology LLC as a challenger brand within the growing scribing market. Further, our acquisition of Ready Call Center Limited expanded our nearshore delivery capabilities with operational presence in Belize and bilingual English-Spanish services. This acquisition created new revenue expansion opportunities across both the existing customer base and new target markets. For details, see "Our Business - Our Competitive Strengths - Proven track record of inorganic growth and integration adding capabilities and driving financial growth" on page 192.

We aim to pursue (i) strategic acquisitions which target high-growth sectors like fintech and healthcare to strengthen vertical- specific expertise and capabilities; (ii) expand technological expertise by acquiring companies specializing in AI, automation, and data analytics to bolster our technology stack, such as advanced tools for workflow automation and conversational AI platforms; and (iii) acquisitions for geographic expansion.

Identifying suitable acquisition and partnership opportunities can be challenging, time-consuming, and expensive. Moreover, the expected benefits of future acquisitions may not always materialize. The successful execution of acquisitions depends on several factors, including funding arrangements, cultural compatibility, and effective integration. If an acquisition proves unsuccessful, we may incur additional costs and may be required to divest the acquisition, which can also be costly and timeconsuming. The associated benefits and costs of acquisitions can significantly impact our operating results and cash flows.

Leveraging Gen AI enabled innovation and growth of technology

With a human and tech philosophy at its core, Fusion CX blends deep domain expertise with a portfolio of proprietary AI tools to enable intelligent, multilingual, and omnichannel engagement at scale through a broad spectrum of generative AI-driven technologies that enhance customer engagement, operational efficiency, and digital transformation. (Source: Everest Report, "Industry Overview" on page 171) We deliver end-to-end customer experience solutions through platforms and AI-powered tools developed in-house. Driving our technology-led transformation is our Subsidiary, Omind Technologies Inc and its subsidiary, Omind Technologies Private Limited (together, "Omind"), which is developing proprietary platforms across marketing AI, conversational AI, virtual assistant, quality automation and workforce management. Our success depends on our ability to keep pace with rapid technological changes, including in the area of generative artificial intelligence, digital transformation, advanced analytics and robotic process automation. Even if we successfully make such technology investments, the need for continuous investment in technological advancements remains imperative. However, we cannot guarantee that these investments will yield the desired outcomes, nor can we ensure that the solutions developed will align with customer preferences or achieve widespread acceptance.

Availability and retention of qualified professionals and skilled employees

Our performance depends largely on the efforts and abilities of our skilled employees. The table below sets forth the attrition data of our employees for the periods indicated:

	No. of CX Employees*	Average attrition rate**	No. of Field Workforce	Average attrition rate**
March 31, 2024	8,539	32.15%	8,723	4.83%
March 31, 2025	12,586	30.56%	10,747	5.38%
March 31, 2026	13,357	26.50%	4,077	5.31%
June 30, 2026	13,735	31.20%	3,829	5.10%

* Includes KMPs and SMPs

** Voluntary attrition is calculated as the percentage of employees who voluntarily leave the organization (excluding those employed for less than 90 days), divided by the average monthly closing headcount of such employees over the preceding 12-month period

Further, we incur significant employee benefits as set forth below for the Employees for the periods indicated:

Period		Employees contribution
	No. of employees (Field Workforce)	No. of employees (CX)	Employee expense (in f million)	As a percentage of Revenue from Operations (%)
Three month period ended June 30, 2026	3,829	13,735	3,312.24	67.53
Fiscal 2026	4,077	13,357	11,929.80	65.62
Fiscal 2025	10,747	12,586	8,750.56	65.83
Fiscal 2024	8,723	8,539	6,821.87	68.82

Our salaries and wages may increase in the future due to various factors, including pay increases in the ordinary course, inflation, a rise in minimum wage levels, enhancement in social security measures, competition for talent or through changes in regulations in the jurisdictions from where we deliver our services including India, USA, Canada, Belize, Jamaica, the Philippines, Indonesia, Kosovo, Morocco among others. Our managerial team and employees play a critical role in maintaining the quality, consistency, and reputation of our services. Additionally, the completion of our projects is closely tied to the continued availability and engagement of these employees. If we are unable to pay competitive salaries, we may lose our employees to our competitors. The loss of employees could negatively impact our business operations and financial performance. Retaining experienced employees and attracting qualified talent to meet customer demands is essential for our continued success.

Foreign exchange fluctuations

Our reporting currency is in Indian rupees, and we transact a significant portion of our business in several other currencies, primarily the U.S. Dollar. the following table presents our revenue from operations by currency for the periods indicated:

Currency	Three month period ended June 30, 2026		Fiscal 2026		Fiscal 2025		Fiscal 2024
	Revenue (Rs. million)	Percentage of Total Revenue (%)	Revenue (Rs. million)	Percentage of Total Revenue (%)	Revenue (Rs. million)	Percentage of Total Revenue (%)	Revenue (Rs. million)	Percentage of Total Revenue (%)
USD	4,261.90	86.89	15,501.46	85.26	10,014.32	75.34	7,060.04	71.22

Currency	Three month period ended June 30, 2026		Fiscal 2026		Fiscal 2025		Fiscal 2024
	Revenue (Rs. million)	Percentage of Total Revenue (%)	Revenue (Rs. million)	Percentage of Total Revenue (%)	Revenue (Rs. million)	Percentage of Total Revenue (%)	Revenue (Rs. million)	Percentage of Total Revenue (%)
INR	487.48	9.94	2,051.87	11.29	2,579.67	19.41	2,357.80	23.78
Others	155.46	3.17	628.05	3.45	698.97	5.26	495.31	5.00
Total	4,904.84	100.00	18,181.38	100.00	13,292.96	100.00	9,913.15	100.00

Accordingly, changes in exchange rates may have a material adverse effect on our profitability and margins. If we expand into new markets, portions of our revenue from operations may be denominated in other currencies whose value may fluctuate in relation to the Indian rupee. Since the contracts that we enter into with our customers tend to run across multiple years and many of these contracts are at fixed rates, any appreciation in the Indian rupee vis-a-vis foreign currencies in which we generate revenue from operations will affect our margins, and hence our business, financial condition and results of operations.

Macroeconomic conditions

During economic downturns, as enterprises face reduced consumer spending and tighter budgets, they often scale back on investments in CX solutions. Additionally, smaller CX service providers may struggle to survive due to declining revenues, further impacting the overall. (Source: Everest Report, "Industry Overview" on page 149) Any external factor including geopolitical or environment conditions that specifically impact this region could have an adverse impact on our delivery centres and customers located here having a cascading impact on our business and financial conditions.

Furthermore, we may be exposed to risks related to geopolitical tensions, trade restrictions, tariffs, currency fluctuations, and differing regulatory environments. Adverse developments in these areas may increase our costs, disrupt operations, or impact the financial stability of our customers, potentially resulting in reduced demand, payment delays, or customer loss. Further, our revenue from operations is dependent on certain industries such as telecom and utilities and HTT. The telecom industry may be impacted by evolving regulatory policies, spectrum costs, technological disruptions, and changes in consumer demand or competitive pressures. The utilities sector is highly regulated and sensitive to shifts in government policy, energy prices, climate-related mandates, and infrastructure spending. The travel industry is particularly vulnerable to economic downturns, fuel price volatility, geopolitical instability, and global events such as pandemics or natural disasters, all of which can lead to reduced customer spending and demand for services.

SUMMARY OF MATERIAL ACCOUNTING POLICIES

Set forth below is a summary of our material accounting policies adopted in preparation of the Restated Consolidated Statements:

Basis of preparation

Statement of Compliance with Indian Accounting Standards (Ind AS)

The Restated Consolidated Financial Information of the Group has been prepared for inclusion as information in the, Red Herring Prospectus (the "RHP") and Prospectus to be filed by the Company with the Securities and Exchange Board of India ("SEBI"), BSE and NSE as applicable, in connection with the proposed initial public offer of the equity shares ("IPO") of the Company (referred to as the ‘issuer). The Restated Consolidated Financial Statement of Assets and Liabilities as at 30 June 2026, 31 March 2026, 31 March 2025 and 31 March 2024, the Restated Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Restated Consolidated Statement of Cash Flows and the Restated Consolidated Statement of Changes in Equity and the material accounting policies and other explanatory information to Restated Consolidated Financial Information for the three months period ended 30 June 2026, and the years ended 31 March 2026, 31 March 2025 and 31 March 2024 (hereinafter collectively referred to as "Restated Consolidated Financial Information").

These Restated Consolidated Financial Information have been prepared by the Management of the Holding Company to comply with the requirements of:

a. Sub-section (1) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act");

b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "ICDR Regulations"); and

c. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI"), as amended (the "Guidance Note"); and

d. Email dated October 28, 2021 from Securities and Exchange Board of India (SEBI) to Association of Investment Bankers of India ("SEBI Communication")

The Restated Consolidated Financial Information have been compiled by the management from the:

(a) Special Purpose Ind AS interim consolidated financial statements of the Group as at and for the period ended 30 June 2026 prepared in accordance with the accounting principles generally accepted in India including 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, along with the presentation requirements of Division II of Schedule III to the Act, and have been approved by the Board of Directors at their meeting held on 14 September 2026.

(b) Audited consolidated financial statements of the Group as at and for the year ended 31 March 2026 prepared in accordance with the accounting principles generally accepted in India including 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, along with the presentation requirements of Division II of Schedule III to the Act, and have been approved by the Board of Directors at their meeting held on 18 May 2026.

(c) Audited consolidated financial statements of the Group as at and for the year ended 31 March 2025 prepared in accordance with the accounting principles generally accepted in India including Ind AS prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, along with the presentation requirements of Division II of Schedule III to the Act, and have been approved by the Board of Directors at their meeting held on 05 August 2025.

(d) Audited Consolidated Financial Statements of the Group as at and for the year ended 31 March 2024 prepared in accordance with the accounting principles generally accepted in India including Ind AS prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, along with the presentation requirements of Division II of Schedule III to the Act, and have been approved by the Board of Directors at their meeting held on 25 December 2024.

Pursuant to the Companies (Indian Accounting Standard) Second Amendment Rules, 2015, the Company voluntarily adopted 31 March 2024, as reporting date for first time adoption of Ind-AS - notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and consequently 01 April 2022, is the transition date for preparation of its statutory financial statements as at and for the year ended 31 March 2024. Hence, the financial statements as at and for the year ended 31 March 2024, were the first financials, prepared in accordance with Ind-AS.

Restated Consolidated Financial Information:

(a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regroupings/ reclassifications retrospectively in the each of the financial years ended 31 March 2026, 31 March 2025 and 31 March 2024, to reflect the same accounting treatment as per the accounting policies and grouping/ classifications followed as at and for the period ended 30 June 2026, as more fully described in Annexure V to Restated Consolidated Financial Information;

(b) do not require any adjustment for modification as there are no modifications in the auditors reports on the consolidated financial statements of the Group as at and for the financial period/years ended 30 June 2026, 31 March 2026, 31 March 2025 and 31 March 2024 which require any adjustments to the Restated Consolidated Financial Information. However, there is an emphasis of matter as referred to in Annexure VI, Part B (I) to Restated Consolidated Financial Information, there are modifications in the report on Other Legal and Regulatory Requirements relating to maintenance of books of account and other matters connected therewith and there are qualifications or adverse remarks in our report on the Companies (Auditors Report) Order, 2020 issued by the Central Government of India in terms of Sub section (11) of Section 143 of the Act, which do not require any adjustment to the Restated Consolidated information, have been disclosed in Annexure VI to Restated Consolidated Financial Information; and

These Restated Consolidated Financial Information are intended solely for use of Board of Directors and for inclusion in the RHP and Prospectus to be filed with the SEBI, BSE, and NSE, and Registrar of Companies, West Bengal at Kolkata, as applicable, in connection with the proposed offer. Hence, these Restated Consolidated Financial Information are not suitable for any other purpose other than for the purpose of preparation of Restated Consolidated Financial Information.

These Restated Consolidated Financial Information were approved in accordance with a resolution of the Board of Directors on September 2026.

All amounts disclosed in Restated Consolidated Financial Information are reported in nearest million of Indian Rupees and are been rounded off to the nearest million, except per share data and unless stated otherwise.

(a) Basis of measurement

These restated consolidated financial information have been prepared on accrual basis and under historical cost convention, except for the following:

- Certain financial assets and liabilities measured at fair value (refer accounting policy on financial instruments)

- Employees Defined benefit plans are recognised at the net total of the fair value of plan assets, and the present value of the defined benefit obligation as per actuarial valuation.

(b) Current versus non-current classification

The Group presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is treated as current when it is:

• Expected to be realised or intended to be sold or consumed in normal operating cycle

• Held primarily for the purpose of trading

• Expected to be realised within twelve months after the reporting period, or

• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period

All other assets are classified as non-current. A liability is current when:

• It is expected to be settled in normal operating cycle

• It is held primarily for the purpose of trading

• It is due to be settled within twelve months after the reporting period, or

• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period

The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Group has identified twelve months as its operating cycle.

These restated consolidated financial information are presented in Indian Rupees (INR) and all values are rounded to nearest million, unless otherwise indicated.

(d) Going Concern

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

(e) Use of estimates

The preparation of restated consolidated financial information in conformity with Ind AS requires the Management to make estimate and assumptions that affect the reported amount of assets and liabilities as at the Balance Sheet date, reported amount of revenue and expenses for the year and disclosures of contingent liabilities as at the Balance Sheet date.

The estimates and assumptions used in the accompanying financial statements are based upon the Managements evaluation of the relevant facts and circumstances as at the date of the consolidated financial statements. Actual results could differ from these estimates. Estimates and underlying assumptions are reviewed on a periodic basis. Revisions to accounting estimates, if any, are recognized in the year in which the estimates are revised and in any future years affected. Refer Note 3 for details on estimates and judgments.

Basis of Consolidation

The restated consolidated financial information relate to the Group, its Subsidiary Companies, and Step-Down subsidiaries (collectively referred herein under as the ‘Group). The restated consolidated financial information have been prepared on the following basis:

(a) The financial statements of the Group and its subsidiary companies have been combined on a line-by-line basis by adding together like items of assets, liabilities, income and expenses. The intra-group balances and intra-group transactions and unrealized profits have been fully eliminated.

(b) The difference between the cost of investment in the subsidiaries, over the fair value of net assets at the time of acquisition of shares in the subsidiaries is recognized in the financial statements as Goodwill.

(c) The restated consolidated financial information of the Group are presented in Indian Rupee (INR), which is the functional currency of the Holding Company and the presentation currency for the consolidated financial statements. In case of foreign subsidiaries, being non-integral foreign operations, income and expenses are consolidated at the average rate prevailing during the period/year. All assets and liabilities are converted at rates prevailing at the end of the period/year. Any exchange difference arising on consolidation is recognized in the Foreign Currency Translation Reserve.

(d) The restated consolidated financial information are prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as the Groups separate financial statements.

(e) For list of subsidiary companies which are considered in the Consolidated Financial Statements refer note 55.

Summary of material accounting policies

(a) Property, plant, and equipment

Property, plant and equipment, are stated at historical cost of acquisition or construction less accumulated depreciation and impairment losses, if any. The cost of property, plant and equipment comprises its purchase price net of any discounts and rebates, any import duties and other taxes (other than those subsequently recovered from the tax authorities), any directly attributable expenditure on making the asset ready for its intended use.

Subsequent costs are included in the assets carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance of revenue nature are charged to Statement of Profit and Loss during the reporting year in which they are incurred.

Property, plant and equipment are tested for impairment whenever events or changes in circumstances indicate that an asset may be impaired. If an impairment loss is determined, the remaining useful life of the asset is also subject to adjustment. If the reasons for previously recognised impairment losses no longer exists, such impairment losses are reversed and recognised in income. Such reversal shall not cause the carrying amount to exceed the amount that would have resulted had no impairment taken place during the preceding year.

Property, plant and equipment not ready for the intended use on the date of Balance Sheet are disclosed as "Capital work-in-progress". Such items are classified to the appropriate category of Property, plant and equipment when completed and ready for intended use. Advances given towards acquisition/construction of property, plant and equipment outstanding at each Balance Sheet date are disclosed as Capital Advances under "Other non-current assets".

Depreciation method, estimated useful lives and residual value. Depreciation is provided for property, plant and equipment on a straight-line basis so as to expense the cost less residual value over their estimated useful lives as prescribed in Schedule II of the Companies Act, 2013. The estimated useful lives and residual values are reviewed at the end of each reporting period, with the effect of any change in estimate accounted for on a prospective basis.

Depreciation on sale/disposal of property plant and equipment is provided up to the date preceding the date of sale/disposal as the case may be. Gains and losses on disposals are determined by comparing the sale proceeds with carrying amount and accordingly recorded in the Statement of Profit and Loss during the reporting period/year in which they are sold/disposed.

The estimated useful lives are as mentioned below

Asset Type	Useful life in years
Computer	3-6 years
Furniture and fixtures	10 years
Office equipment	5 years
Leasehold land	99 years
Building	30 years
Plant and equipment	15 years
Leasehold improvement	3 years/(actual lease term)
Vehicle	8 years
Electrical installations	10 years

(b) Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. The useful lives of all the intangible assets of the Group are assessed as finite.

On transition to Ind AS, the Group has elected to continue with the carrying value of all of its intangible assets recognised as at 01 April 2022 measured as per the Previous GAAP and use that carrying value as the deemed cost of the intangible assets.

Particulars	Useful life
Customer List	5 - 10 years
Computer Software	3 - 5 years
Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. The amortisation expense on intangible assets with finite lives is recognised in the statement of profit and loss unless such expenditure forms part of carrying value of another asset.
An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the restated consolidated statement of profit and loss when the asset is derecognised.

(c) Leases

Identifying leases

The Group assesses at contract inception whether a contract is or contains a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease contracts entered by the Group majorly pertains for premises and equipments taken on lease to conduct its business in the ordinary course.

Group as a lessee

On 1 April, 2022, the Group had adopted Ind AS 116 "Leases" using the modified retrospective approach by applying the standard to all leases existing at the date of initial application. The Group also elected to use the recognition exemption for lease contracts that, at the commencement date, have a lease term of twelve months or less and do not contain a purchase option ("short-term leases") and lease contracts for which the underlying asset is of low value ("low value assets"). The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.

The right-of-use assets are also subject to impairment. Refer to the accounting policies in section 2.3(e) "Impairment of non-financial assets".

Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

(d) Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.

(e) Impairment of non financial assets

The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the assets recoverable amount. An assets recoverable amount is the higher of an assets or cash-generating units (CGU) fair value less costs of disposal and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are 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 asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.

The Group bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Groups CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year. To estimate cash flow projections beyond periods covered by the most recent budgets/forecasts, the Group extrapolates cash flow projections in the budget using a steady or declining growth rate for subsequent years, unless an increasing rate can be justified. In any case, this growth rate does not exceed the long-term average growth rate for the products, industries, or country or countries in which the Group operates, or for the market in which the asset is used.

Impairment losses are recognised in the Restated Consolidated Statement of Profit and Loss.

Current investments are carried in the financial statements at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of the investments.

On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the Statement of Profit and Loss.

f) Classification in the financial statements

Investments that are realizable within the period of twelve months from the balance sheet date are classified as current investment. All other investments are classified as non-current investments.

(g) Cash and cash equivalents

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less.

(h) Share Capital

Financial instruments issued by the Group are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Groups ordinary shares are classified as equity instruments.

(i) Financial assets

(i) Initial recognition and measurement

At initial recognition, financial asset is measured at its fair value plus the transaction cost directly attributable to the acquisition of the financial asset in the case of a financial asset measured not at fair value through profit or loss. Transaction costs of financial assets carried at fair value through profit or loss are expensed in statement of profit or loss.

(ii) Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in following categories:

a. at amortized cost; or

b. at fair value through other comprehensive income; or

c. at fair value through profit or loss.

The classification depends on the entity s business model for managing the financial assets and the contractual terms of the cash flows.

The Group does not hold any Financial assets classified at fair value through other comprehensive income; or at fair value through profit or loss. Accordingly, the Group holds only financial assets measured at amortised cost, therefore accounting policy of financial assets classified at amortised cost has been stated below:

Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method (EIR).

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance income in the Statement of profit and loss.

Fair value through other comprehensive income (FVOCI): Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income (FVOCI). Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognized in Restated Consolidated Statement of Profit and Loss.

When the financial asset is derecognised, the cumulative gain or loss previously recognized in OCI is reclassified from equity to Statement of Profit and Loss and recognized in other gains/ (losses). Interest income from these financial assets is included in other income using the effective interest rate method. The Group does not own any financial asset classified at fair value though other comprehensive income.

Fair value through profit or loss: Assets that do not meet the criteria for amortized cost or FVOCI are measured at fair value through profit or loss. Interest income from these financial assets is included in other income.

Equity instruments : All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading are classified as at FVTPL. For all other equity instruments, the Group may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Company makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.

In case of equity instruments are classified as FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to Statement of Profit and Loss, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity.

Equity instruments included within the FVTPL category are measured at fair value with all the changes recognized in the Statement of Profit and Loss.

(iii) Impairment of financial assets

In accordance with Ind AS 109 "Financial Instruments", the Group applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:

a. Trade receivables:

The Group follows ‘simplified approach for recognition of impairment loss allowance on trade receivables resulting from transactions within the scope of Ind AS 115 "Revenue from Contracts with Customers". The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime ECL at each reporting date, right from its initial recognition.

b. Other financial assets:

For recognition of impairment loss on financial assets and risk exposure, the Group determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If in subsequent period/years, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognizing impairment loss allowance based on 12 month ECL.

Lifetime ECL is the expected credit loss resulting from all possible default events over the expected life of a financial instrument. The 12 month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after period/year end.

ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all cash flows that the entity expects to receive (i.e. all shortfalls), discounted at the original effective interest rate (EIR). When estimating the cash flows, an entity is required to consider all contractual terms of the financial instrument (including prepayment, extension etc.) over the expected life of the financial instrument. However, in rare cases when the expected life of the financial instrument cannot be estimated reliably, then the entity is required to use the remaining contractual term of the financial instrument.

ECL impairment loss allowance (or reversal) recognized during the period/year is recognized as income/expense in the Statement of Profit and Loss. For financial assets measured at amortised cost, ECL is presented as an allowance, i.e. as an integral part of the measurement of those assets in the Balance Sheet. The allowance reduces the net carrying amount. Until the asset meets write off criteria, the Group does not reduce impairment allowance from the gross carrying amount.

(iv) Derecognition of financial assets

A financial asset is derecognised only when:

a. the contractual rights to receive cash flows from the financial asset is transferred or expired.

b. retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the received cash flows in full without material delay to one or more recipients.

Where the financial asset is transferred then in that case financial asset is derecognised only if substantially all risks and rewards of ownership of the financial asset is transferred. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised.

Where the financial asset is neither transferred, nor the entity retains substantially all risks and rewards of ownership of the financial asset, then in that case financial asset is derecognized only if the Group has not retained control of the financial asset. Where the Group retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

On derecognition of a financial asset, the difference between the carrying amount and the consideration received is recognised in the Statement of Profit and Loss.

(j) Financial liabilities and equity instruments

Classification as debt or equity

An instruments issued by a Group are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Groups own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in Statement of Profit and Loss on the purchase, sale, issue or cancellation of the Groups own equity instruments. Dividend paid on equity instruments are directly reduced from equity.

Financial liabilities

(i) Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss or at amortized cost, as appropriate.

All financial liabilities being loans, borrowings and payables are recognised net of directly attributable transaction costs.

(ii) Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at amortised cost

Financial liabilities at fair value through profit or loss

The Group does not owe any financial liability which is either classified or designated at fair value though profit or loss. Accordingly, the Group holds only financial liabilities designated at amortised cost , therefore accounting policy of financial liabilities classified at amortised cost stated below:

Financial liabilities at amortised cost

All the financial liabilities of the Group are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the Statement of Profit and Loss when the liabilities are derecognised as well as through the EIR amortization process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the Statement of Profit and Loss.

(iii) Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expired. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the Statement of Profit and Loss as finance costs.

(iv) Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the Balance Sheet where there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the assets and settle liabilities simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Group or the counterparty.

(k) Fair value measurement

A number of assets and liabilities included in the Groups financial statements require measurement at, and/or disclosure of, fair value.

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. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or liability accessible to the Group.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the restated consolidated financial information are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

• Level 1-Quoted (unadjusted) market prices in active markets for identical assets or liabilities

• Level 2-Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

• Level 3-Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

(l) Provisions, Contingent liabilities and Contingent Assets

Provisions are recognised only when there is a present obligation, as a result of past events, and when a reliable estimate of the amount of obligation can be made at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. Provisions are discounted to their present values, where the time value of money is material.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that probability will not require an outflow of resources or where a reliable estimate of the obligation cannot be made. Contingent assets are neither recorded nor disclosed in the restated consolidated financial information.

(m) Revenue from contract with customers

Revenue is recognized to the extent, that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured.

Revenue from services

The Groups revenue from Business Process Management is recognized on an accrual basis in terms of agreement with the customers, when there is no uncertainty as to the measurement and collectability of consideration. In case of uncertainty, revenue recognition is postponed until the same is resolved. Revenue is recognized on satisfaction of performance obligation upon transfer of control of promised services to customers in an amount that reflects the consideration the Group expects to receive in exchange for those services. Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration (which is the consideration, adjusted to discounts, incentives and returns, etc., if any) allocated to that performance obligation.

The transaction price of goods sold and services rendered is net of variable consideration on account of various discounts and schemes offered by the Group as part of the contract. These are generally accounted for as variable consideration estimated in the same period the related sales occur. The revenue is recognized net of Goods and service tax.

Other Income

Interest income from bank deposits

Interest income is accrued on a time proportion basis by reference to the principal outstanding and the effective interest rate.

Dividend income

Dividend is recognized when the Groups right to receive dividend is established.

(n) Government grants

Government grants are recognised when there is reasonable assurance that the Group will comply with the relevant conditions and the grant will be received. Government grants are recognised in the restated consolidated statement of profit and loss, either on a systematic basis when the Group recognizes, as expenses, the related costs that the grants are intended to compensate or, immediately if the costs have already been incurred. The Group has received nonrecurring incentive from Government (referred as "employee retention credit").

(o) Earnings per Share

Basic earnings per share (EPS) is calculated by dividing the net profit or loss attributable to equity holders of the Group (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period.

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

(p) Employee benefits

(i) Short-term employee benefits

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period/year in which the employees render the related service are recognized in respect of employees services up to the end of the period/year and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

(ii) Other long-term employee benefit obligations

Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the reporting date.

Defined contribution plans

A defined contribution plan is a post-employment benefit plan where the Groups legal or constructive obligation is limited to the amount that it contributes to a separate legal entity. The Group makes specified monthly contributions towards Government administered provident fund scheme and Employees State Insurance (‘ESI) scheme. Obligations for contributions to defined contribution plans are expensed as an employee benefits expense in statement of profit and loss in the period in which the related services are rendered by employees.

Defined Benefit Plans

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Groups net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefits that employees have earned in the current and prior periods, discounting that amount. The defined benefit obligation is calculated annually by a qualified actuary using the projected unit credit method.

Remeasurements 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 recognised immediately in OCI. They are included in retained earnings in the Statement of changes in equity and in the balance sheet. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate determined by reference to market yields at the end of the reporting period on government bonds. This rate is applied on the net defined benefit liability (asset), both as determined at the start of the annual reporting period, 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 recognised in statement of profit or loss. Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in statement of profit or loss as past service cost.

Compensated absence - Encashable

The liabilities for earned leave and sick leave that are not expected to be settled wholly within 12 months are measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the discount rates for Government Bonds at the end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurement as a result of experience adjustments and changes in actuarial assumptions are recognised in the Statement of Profit and Loss.

Share based payments

Share-based compensation benefits are provided to employees via the "Fusion CX Limited Employees Stock Option Scheme - 2023" (ESOP scheme). The fair value of options granted under the ESOp scheme is recognised as an employee benefits expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted

- including the impact of any service and non-market performance vesting conditions (e.g. profitability, sales growth targets and remaining an employee of the entity over a specified time period), and

- including the impact of any non-vesting conditions (e.g. the requirement for employees to serve or hold shares for a specific period of time).

The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied.

(q) Taxes

Tax expense for the period comprises of current tax, deferred tax and Minimum alternate tax credit (wherever applicable).

Provision for current tax is made on the basis of estimated taxable income for the current accounting period/year in accordance with the Income-tax Act, 1961.

Current and deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Deferred tax assets and liabilities are recognised for the future tax consequences of temporary differences between the carrying values of assets and liabilities and their respective tax bases, and unutilised business loss and depreciation carry-forwards and tax credits. Such deferred tax assets and liabilities are computed separately for each taxable entity. Deferred tax assets are recognised to the extent it is probable that future taxable income will be available against which the deductible temporary differences, unused tax losses, depreciation carry-forwards and unused tax credits could be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured based on the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. The extent to which deferred tax assets can be recognised is based on an assessment of the probability that future taxable income will be available against which the deductible temporary differences and tax loss carry forwards can be utilised.

Ministry of Corporate Affairs ("MCA"), under the Companies (Indian Accounting Standards) Amendment Rules, 2023, issued an amendment to Ind AS 12 Income Taxes related Assets and Liabilities arising from a Single Transaction such as leases and decommissioning obligations. This amendment is effective from the beginning i.e. April1, 2022. There is a change in Deferred tax component disclosure from net to gross for right to use assets and lease liabilities for the Company. There is no impact on opening retained earnings or Profit and loss for the period ended 30 June 2026.

At each reporting date, the Group reassesses the unrecognized deferred tax assets, if any.

(r) Borrowing Costs

Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.

Borrowing costs that are directly attributable to the acquisition, construction or production of an asset that takes a substantial period of time to get ready for its intended use are capitalized. All other borrowing costs are recognised as expenditure in the period in which they are incurred.

(s) Segment Reporting

The Group s business is providing business process management services, in India and in the territory outside of India, to entities that outsource their business processes and as such, in the opinion of the Management there being a single business segment. The analysis of the geographical segment is based on areas in which customers of the Group are located.

(t) Business combinations

Acquisition of subsidiaries and businesses are accounted for using the acquisition method. The consideration transferred in each business combination is measured at the aggregate of the acquisition date fair values of assets transferred, liabilities incurred by the Group to the former owners of the acquiree and equity interests issued by the Group in exchange for control of the acquiree. Acquisition related costs are recognised in the statement of profit and loss.

Goodwill arising on acquisition is recognised as an asset and measured at cost, being the excess of the consideration transferred in the business combination over the Group s interest in the net fair value of the identifiable assets acquired, liabilities assumed and contingent liabilities recognised, as applicable. Where the fair value of the identifiable assets and liabilities exceed the cost of acquisition, after re-assessing the fair values of the net assets and contingent liabilities, the excess is recognised as capital reserve on consolidation.

(u) Goodwill

Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses.

For the purpose of impairment testing, goodwill is allocated to each of the Groups cash-generating units (CGUs) or groups of cash-generating units that are expected to benefit from the synergies of the combination. Cash generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the units value may be impaired. The recoverable amount of the CGU is higher of fair value less costs to sell and value in use.

The financial projections basis which the future cashflows are estimated consider economic uncertainties, assessment of discount rates, revisiting the growth rates factored while arriving at terminal value and subjecting these variables to sensitivity analysis. If the recoverable amount of the cash-generating unit is less than the carrying value of the unit, the impairment loss is allocated first to reduce the carrying value of any goodwill allocated to the unit and then to the other assets of the unit in proportion to the carrying value of each asset in the unit.

Critical accounting estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the year end date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the restated consolidated financial information were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

(a) Useful lives of property, plant and equipment and intangible assets

As described in the material accounting policies, the Group reviews the estimated useful lives of property, plant and equipment and intangible assets at the end of each reporting period. Useful lives of intangible assets is determined on the basis of estimated benefits to be derived from use of such intangible assets. These reassessments may result in change in the depreciation /amortization expense in future periods.

(b) Actuarial valuation

The determination of Groups liability towards defined benefit obligation to employees is made through independent actuarial valuation including determination of amounts to be recognised in the Statement of Profit and Loss and in Other Comprehensive Income. Such valuation depend upon assumptions determined after taking into account discount rate, salary growth rate, expected rate of return, mortality and attrition rate. Information about such valuation is provided in notes to the restated consolidated financial information.

(c) Impairment of non-financial assets

In assessing impairment, management estimates the recoverable amount of each asset or cash-generating units based on expected future cash flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate.

(d) Contingencies

The Group uses significant judgements to assess 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 event where it is either not probable that an outflow of resources will be utilised to settle the obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognised nor disclosed in the restated consolidated financial information.

(e) Provisions

A provision is recognised when the Group has a present obligation, legal or constructive, as result of a past event and it is probable that the outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. All provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

f) Income taxes

Management judgment is required for the calculation of provision for income taxes and deferred tax assets and liabilities. The Group reviews at each balance sheet date the carrying amount of deferred tax assets. The factors used in estimates may differ from actual outcome which could lead to significant adjustment to the amounts reported in the restated consolidated financial information.

(g) Leases

The Group as lessee

The Group evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgement. The Group uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The Group determines the lease term as the non cancellable period of a lease, together with both periods covered by an option to extend the lease if the Group is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option. In assessing whether the Group is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Group to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Group revises the lease term if there is a change in the non-cancellable period of a lease. The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics.

The Group as lessor

Operating lease - Rental income from operating leases is recognised in the statement of profit and loss on a straightline basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset is diminished. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying value of the leased asset and recognised on a straight-line basis over the lease term.

Finance lease - When assets are leased out under a finance lease, the present value of minimum lease payments is recognised as a receivable. The difference between the gross receivable and the present value of receivable is recognised as unearned finance income. Lease income is recognised over the term of the lease using the net investment method before tax, which reflects a constant periodic rate of return. Such rate is the interest rate which is implicit in the lease contract.

(h) Employee share based payments

Share based payments to employees primarily consist of Employee Stock Option Plans (‘ESOPs) and Restricted Stock Units (‘RSUs). The share-based compensation expense is determined based on the Groups estimate of fair value at grant date of the ESOPs/RSUs granted. The Group estimates fair value of ESOPs/RSUs using Black-Scholes-Merton (‘BSM) option pricing model. The BSM model is based on various assumptions including expected volatility, expected life, interest rate.

(i) Expected credit loss on financial assets

The impairment provisions of financial assets and contract 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 Groups past history of collections, customers creditworthiness, existing market conditions as well as forward looking estimates at the end of each reporting period.

Allocation of consideration over the fair value of assets and liabilities acquired in a business combination

Assets and liabilities acquired pursuant to business combination are stated at the fair values determined as of the date of acquisition. The carrying values of assets acquired are determined based on estimate of a valuation carried out by independent professional valuers appointed by the Group. The values have been assessed based on the technical estimates of useful lives of tangible assets and benefits expected from the use of intangible assets. Other assets and liabilities were recorded at values that were expected to be realised or settled respectively.

Changes in accounting policy and disclosures

New standards and amendments issued and effective

The Ministry of Corporate Affairs ("MCA") notified amendments on 13 August 2025 and 12 August 2026 under the Companies (Indian Accounting Standards) Second Amendment Rules, 2025, and Companies (Indian Accounting Standards) Amendment Rules, 2026 respectively, which was effective from annual reporting periods beginning on or after 1 April 2026.

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

The amendment includes specific provisions that will take effect for reporting periods beginning on or after 1 April 2026, as outlined below:

a) 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.

b) 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.

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

Amendment to Ind AS 109 and Ind AS 107 - contractual cash flow characteristics for financial assets and derecognition of financial liability:

The amendments in Ind AS 109 "Financial Instruments" and Ind AS 107: "Financial Instruments: Disclosures" clarifies the requirements relating to the assessment of contractual cash flow characteristics of financial assets having contingent features, settlement of financial liabilities through electronic payment systems pursuant to fulfilling certain conditions and accounting for contracts referencing nature-dependent electricity, including certain hedge accounting requirements. The amendment brings additional disclosure requirements in relation to financial assets and nature-dependent contracts.

There were no material impact due to these amendments on its operations or Restated Consolidated Financial Information of the Group.

These amendments introduce new disclosures relating to supplier finance arrangements that assist users of the financial statements to assess the effects of these arrangements on an entitys liabilities and cash flows and on an entitys exposure to liquidity risk. The amendments apply for the annual reporting periods beginning on or after 01 April 2025.

Amendments to Ind AS 107 and Ind AS 7: Supplier Finance Arrangements

These amendments are not expected to have any impact on the Groups consolidated financial statements as the Group has not entered into supplier finance arrangements within the scope of the amendments.

Amendments to Ind AS 21: The Effects of Changes in Foreign Exchange Rates (Lack of Exchangeability)

These amendments require assessing currency exchangeability and estimating exchange rates when currencies are not readily exchangeable and also requires specific disclosures viz. the nature and financial effects of the currency not being exchangeable, the spot exchange rates used, the estimation process, and the risks to which the entity is exposed because of the currency not being exchangeable. The amendment also lays down transition requirements, while specifically stating that an entity shall not restate comparative information in applying Lack of Exchangeability. These amendments are effective from April 1, 2025; however, these amendments are not expected to have a material impact on the Groups consolidated financial statements as the Groups transactions are limited to currencies that are freely convertible and exchangeable, and management has assessed that no significant restrictions apply to its operations.

Amendments to Ind AS 12: International tax reform-Pillar Two model rules

The amendments to Ind AS 12 have been introduced in response to the OECDs BEPS Pillar Two rules and include a mandatory temporary exception to the recognition and disclosure of deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules and disclosure requirements for affected entities to help users of the financial statements better understand an entitys exposure to Pillar Two income taxes arising from that legislation. These amendments have no impact on the Groups consolidated financial statements as the Group is not in scope of the Pillar Two model rules.

First-time adoption of Ind-AS

These restated consolidated financial information includes March 31, 2023 which is the first set of Ind AS financial statements prepared by the Group. Accordingly, the Group has prepared restated consolidated financial information which comply with Ind AS applicable for year ending on 31 March 2023. In preparing these restated consolidated financial information, the Groups opening balance sheet was prepared as at 1 April 2022, being the Holding Companys statutory date of transition to Ind AS.

Exemptions availed on first time adoption of Ind AS

Ind AS 101, First-time Adoption of Indian Accounting Standards, allows first-time adopters certain exemptions and certain optional exceptions from the retrospective application of certain requirements under Ind AS. The Group has accordingly applied the following exemptions.

(i) Optional

Deemed Cost of property, plant and equipment and intangible assets

Ind AS 101 permits a first time adopter to elect to continue with the carrying value for all its property, plant and equipment as recognised in the consolidated financial statement as at the date of transition to Ind As, measured as per the previous GAAP and use that as its deemed cost as at the date of transition. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets. Accordingly, the Group has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying value.

(ii) Mandatory Exceptions on first-time adoption of Ind AS

(a) Estimates

An entitys estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with Ind AS estimates as at 1 April 2022 are consistent with the estimates as at the same date made in conformity with Indian GAAP. The Group made estimates for following items in accordance with Ind AS at the date of transition as these were not required under Indian GAAP:

(i) Impairment of financial assets based on expected credit loss model.

(ii) FVTPL - debt securities

(iii) Effective interest rate used in calculation of security deposit.

(b) Derecognition of financial assets and financial liabilities

Ind AS 101 requires a first time adopter to apply the derecognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS. Accordingly, the Group has applied the derecognition requirement for financial assets and financial liabilities in Ind AS 109 prospectively for transactions occurring on or after date of transition to Ind AS.

(c) Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of facts and circumstances that exist on the date of transition to Ind AS. Accordingly, the Group has applied the above requirement prospectively.

(d) Business combination

The Group has elected not to restate business combination prior to date of transition to Ind AS in accordance with Ind AS 101.

KEY COMPONENTS OF OUR STATEMENT OF PROFIT AND LOSS

Set forth below are the key components of our statement of profit and loss from our restated consolidated statement of profit and loss for the three month period ended June 30, 2026, Fiscal 2026, Fiscal 2025 and Fiscal 2024:

Total Income

Our total income comprises (i) revenue from operations; and (ii) other income.

Revenue from Operations

Revenue from operations comprises of income from business process management services.

Other Income

Other income comprises interest incomes (viz. interest income from bank deposits, loans to related parties, security deposits, lease receivables and income tax refunds), net gains from disposals of property, plant and equipment and foreign exchange fluctuations, dividends from investments, and income from liabilities/provisions written back, along with other miscellaneous income like insurance claims, scrap sales.

Expenses

Our expenses comprise employee benefits expense, finance costs, depreciation and amortisation expense, and other expenses.

Employee benefit expense

The employee benefit expenses include salaries, wages and bonus, contribution to provident and other funds, staff welfare expenses and employee share-based compensation expense.

Finance costs

Details of our finance cost for the three month period ended June 30, 2026 and Fiscals 2026, 2025 and 2024 are set out below:

Particulars	For the three month period ended June 30, 2026	Fiscal 2026	Fiscal 2025	Fiscal 2024
		(in Rs. million
Interest expense at amortised cost on:
- Borrowings	58.55	261.72	245.66	128.74
- Lease liabilities	25.66	105.58	81.57	49.66
- Loan from related party	0.05	0.63	1,00	0.17
- Others	5.64	86.78	58.71	10.99
Total	89.90	454.71	386.94	189.56

Depreciation and amortization expenses

Depreciation and amortization primarily comprise of depreciation on property, plant and equipment, amortisation of intangible assets, depreciation on right of use assets.

Other expenses

Other expenses primarily comprise of costs incurred on telephone and internet, outsourced manpower, legal and professional fees, rent on short-term leases, travelling and conveyance, sales and marketing, subscription for third party software licenses, insurance charges, repairs and maintenance, security and housekeeping, and office administration charges for the Companys operating facilities. It also covers net losses from bad debts, credit allowances, disposals/discarding off property, plant and equipment, foreign exchange fluctuations etc. Additionally, it also includes printing, stationery, rates and taxes, bank charges, recruitment and training expenses and commission and brokerage expense.

RESULTS OF OPERATIONS

The following table sets forth our selected financial data from our restated consolidated statement of profit and loss for the three month ended June 30, 2026, Fiscal 2026, Fiscal 2025 and Fiscal 2024, the components of which are also expressed as a percentage of total income for such years:

Particulars	Three month period ended June 30, 2026		Fiscal 2026		Fiscal 2025		Fiscal 2024
	In f million	As a percentag e of total income (%)	In f million	As a percentag e of total income (%)	In f million	As a percentag e of total income (%)	In f million	As a percentag e of total income (%)
Income
Revenue from operations	4,904.84	97.35	18,181.38	98.18	13,292.96	98.32	9,913.15	97.04
Other income	133.63	2.65	336.93	1.82	227.34	1.68	302.13	2.96
Total income (A)	5,038.47	100.00	18,518.31	100.00	13,520.30	100.00	10,215.28	100.00
Expenses
Employee benefits expenses	3,312.24	65.74	11,929.80	64.42	8,750.56	64.72	6,821.87	66.78
Finance costs	89.90	1.78	454.71	2.46	386.94	2.86	189.56	1.86
Depreciation and amortization expenses	232.81	4.62	950.99	5.14	813.43	6.02	489.77	4.79
Other expenses	775.37	15.39	3,289.80	17.77	2,791.98	20.65	2,347.24	22.98
Total expenses (B)	4,410.32	87.53	16,625.30	89.78	12,742.91	94.25	9,848.44	96.41

Particulars	Three month period ended June 30, 2026		Fiscal 2026		Fiscal 2025		Fiscal 2024
	In r million	As a percentag e of total income (%)	In r million	As a percentage e of total income (%)	In r million	As a percentag e of total income (%)	In r million	As a percentag e of total income (%)
Profit before tax (C= A-B)	628.15	12.47	1,893.01	10.22	777.39	5.75	366.84	3.59
Tax Expense
Current tax	71.79	1.42	217.06	1.17	90.33	0.67	66.79	0.65
Tax pertaining to earlier years	-	-	-	-	14.39	0.11	-	-
Deferred tax	(0.62)	(0.01)	(22.45)	(0.12)	(70.47)	(0.52)	(62.55)	(0.61)
Total tax expense (D)	71.17	1.41	194.61	1.05	34.25	0.25	4.24	0.04
Profit for the period/year (E= CD)	556.98	11.05	1,698.40	9.17	743.14	5.50	362.60	3.55

THREE MONTHS ENDED JUNE 30, 2026

Total Income

Total Income for the three month period ended June 30, 2026 was Rs.5,038.47 million which primarily included revenue from operations of Rs.4,904.84 million and other income of Rs.133.63 million.

Revenue from Operations

Revenue from operations for the three month period ended June 30, 2026 was Rs.4,904.84 million which comprised income from business process management services.

Other Income

Other income for the three month period ended June 30, 2026 was Rs.133.63 million, which primarily consisted of incomes arising from liabilities/ provisions no longer required written back, foreign exchange fluctuations, interest incomes from bank deposits, security deposits, loan to related parties, dividend on investments and other miscellaneous incomes.

Expenses

Total expenses for the three month period ended June 30, 2026 was Rs.4,410.32 million, accounting for 87.53% of our total income, which primarily included employee benefits expense, finance costs, depreciation and amortisation expense and other expenses.

Employee benefits expenses

Employee benefits expenses for the three month period ended June 30, 2026 was Rs.3,312.24 million, accounting for 65.74% of our total income, which included salaries, wages and bonus of Rs.3,218.17 million, contribution to provident fund and other funds of Rs.73.63 million, staff welfare expenses of Rs.13.79 million and employee share-based compensation expense of Rs.6.65 million.

Finance Costs

Finance cost for the three month period ended June 30, 2026 was Rs.89.90 million, accounting for 1.78% of our total income, which primarily included interest on borrowings of Rs.58.55 million, interest on lease liabilities of Rs.25.66 million and other interest expenses of Rs.5.69 million.

Depreciation and amortization expenses

Depreciation and amortization expenses for the three month period ended June 30, 2026 was U232.81 million, accounting for 4.62% of our total income and consisted of depreciation on property, plant and equipment and right of use assets and amortisation of intangible assets.

Other expenses

Other expenses for the three month period ended June 30, 2026 were Rs.775.37 million, accounting for 15.39% of our total income, which primarily included telephone and internet charges of Rs.148.87 million, outsourced manpower expenses of Rs.16.09 million, legal and professional fees of Rs.89.50 million, rent on short-term leases of Rs.53.72 million, travelling and conveyance expense of Rs.56.94 million, sales and marketing expenses of U25.83 million, membership and subscription charges of Rs.18.87 million, insurance expense of t39.30 million along with utilities, security and housekeeping charges of t70.99 million and office administration expenses of t23.70 million.

Profit (loss) before tax

Profit before tax was t628.15 million for the three month period ended June 30, 2026, for the reasons set out above.

Income tax expense

Income tax expense for the three month period ended June 30, 2026 was Rs.71.17 million constituting current tax expense of t71.79 million reduced by deferred tax credit of t0.62 million.

Profit for the period

Profit for the three month period ended June 30, 2026 was t556.98 million for the reasons set out above.

FISCAL 2026 COMPARED TO FISCAL 2025 Income

Total income increased by 36.97% from t 13,520.30 million in Fiscal 2025 to t 18,518.31 million in Fiscal 2026 for the reasons set out below.

Revenue from operations

Our revenue from operations increased by 36.77% from t 13,292.96 million in Fiscal 2025 to t18,181.38 million in Fiscal 2026, primarily driven by the acquisition of Scribe.ology LLC, Infinity Outsourcing, Panama S.A and its subsidiary and onboarding of new customers.

Other income

Other income increased by 48.21% from t 227.34 million in Fiscal 2025 to t 336.93 million in Fiscal 2026. This increase was primarily due to foreign exchange gains which increased by t 179.62 million and interest income on bank deposits increased by t 23.21 million.

Expenses

Total expenses increased by 30.47% from t 12,742.91 million in Fiscal 2025 to t 16,625.30 million in Fiscal 2026 because of the reasons set out below.

Employee benefits expenses

Employee benefits expenses increased by 36.33%, from t 8,750.56 million in Fiscal 2025 to t 11,929.80 million in Fiscal 2026. The increase is due to increase in the headcount on acquisition of Scribe.ology LLC, Infinity Outsourcing, Panama S.A and its subsidiary as well as annual increments. We also hired additional employees in the sales and marketing teams, and further strengthened our leadership team by appointing additional senior management personnel.

Finance costs

Finance costs increased by 17.51% from t386.94 million in Fiscal 2025 to t454.71 million in Fiscal 2026, primarily due to (i) a 29.43% increase in interest expense on lease liabilities from t81.57 million to t105.58 million, mainly due to new leases recognised pursuant to the acquisition of Scribe.ology LLC, Infinity Outsourcing, Panama S.A and its subsidiary; and (ii) a 47.81% increase in other interest expenses from t58.71 million to t86.78 million, primarily due to unwinding of interest on contingent consideration relating to the acquisition undertaken in Fiscal 2025.

Depreciation and amortization expenses

Depreciation and amortization expenses increased by 16.91% from t813.43 million in Fiscal 2025 to t 950.99 million in Fiscal 2026. This was primarily driven by increase in amortization by 17.30% from t 180.77 million in Fiscal 2025 to t212.05 million in Fiscal 2026, on account of amortization of intangible assets which was recognized from the of Scribe.ology LLC, Infinity Outsourcing, Panama S.A and its subsidiary.

Other expenses

Other expenses increased by 17.83% from Rs.2,791.98 million in Fiscal 2025 to Rs.3,289.80 million in Fiscal 2026 primarily due to increase in insurance cost by Rs. 49.50 million, telephone and internet charges by Rs. 174.35 million, security and housekeeping charges by Rs.38.19 million, rent expenses on short term lease by Rs. 54.62 million and provision of credit disallowance by Rs.86.82 million.

Profit before tax

Our profit before tax increased by 143.51% from Rs.777.39 million in Fiscal 2025 to Rs.1,893.01 million in Fiscal 2026 for the reasons laid out above.

Tax expense

Income tax expenses increased by 468.20% from Rs.34.25 million in Fiscal 2025 to Rs. 194.61 million in Fiscal 2026. This was primarily due to increase in current tax by Rs. 126.73 million in Fiscal 2026 as compared to Fiscal 2025 and the deferred tax income has been reduced by Rs. 48.02 million as compared to Fiscal year 2025 primarily on account of increase in profit before tax.

Profit for the year

Profit for the year increased by 128.54% from Rs.743.14 million in Fiscal 2025 to Rs. 1,698.40 million in Fiscal 2026, for the reasons set out above.

FISCAL 2025 COMPARED TO FISCAL 2024 Income

Total income increased by 32.35% from Rs. 10,215.28 million in Fiscal 2024 to Rs. 13,520.30 million in Fiscal 2025 for the reason s set out below.

Revenue from operations

Our revenue from operations increased by 34.09% from Rs. 9,913.15 million in Fiscal 2024 to Rs.13,292.96 million in Fiscal 2025, primarily driven by the acquisition of Ready Call Centre and S4 communication LLC and its subsidiaries as well as onboarding of new customers.

Other income

Other income decreased by 24.75% from Rs. 302.13 million in Fiscal 2024 to Rs. 227.34 million in Fiscal 2025. This decrease was primarily due to recognition of Rs.19.87 million of profit on sale of property plant and equipment and insurance claim amount o f Rs. 27.95 million in Fiscal 2024.

Expenses

Total expenses increased by 29.39% from Rs. 9,848.44 million in Fiscal 2024 to Rs. 12,742.91 million in Fiscal 2025 because of the reasons set out below.

Employee benefits expenses

Employee benefits expenses increased by 28.27%, from Rs. 6,821.87 million in Fiscal 2024 to Rs. 8,750.56 million in Fiscal 2025. This increase can be attributed to increase in the headcount on account of acquisition of Ready Call Centre and S4 communication LLC and its subsidiaries as well as annual increments.

Finance costs

Finance costs increased by 104.13% from Rs.189.56 million in Fiscal 2024 to Rs.386.94 million in Fiscal 2025, primarily due to (i) a 64.26% increase in interest expense on lease liabilities from Rs.49.66 million to Rs.81.57 million, mainly due to new lease s recognised pursuant to the acquisition of Ready Call Centre and S4 communication LLC and its subsidiaries; (ii) a 434.22% increase in other interest expenses from Rs.10.99 million to Rs.58.71 million, primarily due to unwinding of interest on continge nt consideration; and (iii) a 90.82% increase in interest on borrowings from Rs.128.74 million to Rs.245.66 million, primarily due to additional banking facilities availed for operations and the aforesaid acquisition.

Depreciation and amortization expenses

Depreciation and amortisation expenses increased by 66.08% from Rs.489.77 million in Fiscal 2024 to Rs.813.43 million in Fiscal 2025, primarily due to the acquisitions of Ready Call Centre and S4 Communication LLC and its subsidiaries. This was reflected in a 53.84% increase in depreciation of property, plant and equipment from Rs.181.24 million to U278.82 million, a 59.67% increase in amortisation of right-of-use assets from U221.60 million to Rs.353.84 million, and a 107.94% increase in amortisation of intangible assets from Rs.86.93 million to Rs.180.77 million.

Other expenses

Other expenses increased by 18.95% from Rs.2,347.24 million in Fiscal 2024 to Rs. 2,791.98 million in Fiscal 2025 primarily due to increase in sales and marketing cost by Rs. 101.19 million, membership and subscription by Rs. 107.47 million, rent expenses on short term lease by Rs. 48.47 million, outsourcing expenses by Rs. 49.51 million, non-recurring expenses pertaining to earn out payments in relation to past acquisitions by Rs. 38.90 million and security and housekeeping charges by Rs. 24.34 million.

Profit before tax

Our profit before tax increased by 111.92% from Rs.366.84 million in Fiscal 2024 to Rs.777.39 million in Fiscal 2025 for the reasons laid out above.

Tax expense

Our tax expenses increased by 707.78% from Rs.4.24 million in Fiscal 2024 to Rs. 34.25 million in Fiscal 2025. This was primarily due to increase in current tax by Rs. 23.54 million in Fiscal Year 2025 and by Rs. 14.39 million due to income tax for earlier years. There is increase in deferred tax income in Fiscal 2025 by Rs. 7.92 million primarily on account of increase in profit before tax.

Profit for the year

Profit for the year increased by 104.95% from Rs.362.60 million in Fiscal 2024 to Rs. 743.14 million in Fiscal 2025, for the reasons set out above.

LIQUIDITY AND CAPITAL RESOURCES

Capital Requirements

Our principal capital requirements are to finance our capital expenditure, acquisition and working capital requirements. Our principal source of funding has been and is expected to continue to be cash generated from our operations supplemented by borrowings from banks and financial institutions and optimization of operating working capital. For the three month period ended June 30, 2026, Fiscal 2026, 2025 and 2024, we met our funding requirements, including satisfaction of debt obligations, capital expenditure, investments, other working capital requirements and other cash outlays, principally with funds generated from operations, optimization of operating working capital with the balance met from external borrowings.

Liquidity

Our liquidity requirements arise principally from our operating activities, repayment of borrowings and debt service obligations, capital expenditures. Historically, our principal sources of funding have included cash generated from operations, short-term and long-term borrowings from banks and financial institutions and cash and cash equivalents.

Cash flow

Our anticipated cash flows are dependent on various factors that are beyond our control. See "Risk Factors on page 19. The following table sets forth certain information relating to our cash flows as of the three month period ended June 30, 2026, and in Fiscal 2026, 2025 and 2024:

Particulars	Three month period ended June 30, 2026	For the year ended March 31, 2026	For the year ended March 31, 2025	For the year ended March 31, 2024
		(in T million)
Net cash generated from operating activities	232.01	2,642.24	1,024.48	392.58
Net cash used in investing activities	(229.47)	(830.97)	(636.31)	(618.85)
Net cash generated from/ (used) in financing activities	(506.16)	(1,380.44)	(267.26)	110.48
Net increase/ (decrease) in cash and cash equivalents	(503.62)	430.83	120.91	(115.79)
Cash and Other Bank Balance at the end of the period/year	387.78	895.59	379.20	201.05

Cash Flows generated from Operating Activities Three month period ended June 30, 2026

We generated t232.01 million net cash from operating activities during the three month period ended June 30, 2026. Profit before tax for three month period ended June 30, 2026 was t 628.15 million.

Our operating profit before working capital changes was Rs.913.13 million. The working capital adjustments for the three month period ended June 30, 2026 primarily comprised an increase in trade receivables of t376.32 million and other current assets o f t27.72 million, and a decrease in other financial assets of t101.68 million, trade payables of t186.98 million, other financial liabilities of t54.76 million, other liabilities of t95.01 million and provisions of t12.45 million. Net income tax paid was t29.56 million.

Fiscal 2026

We generated t 2,642.24 million net cash from operating activities during Fiscal 2026. Profit before tax for Fiscal 2026 was t1,893.01 million.

Our operating profit before working capital changes was t3,200.12 million. The working capital adjustments for Fiscal 2026 primarily comprised an increase in trade receivables of t247.12 million, other current assets of t75.27 million, other financ ial liabilities of t70.05 million and provisions of t18.53 million, and a decrease in other financial assets of t359.53 million, trad e payables of t134.82 million and other liabilities of t418.58 million. Net income tax paid was t130.20 million.

Fiscal 2025

We generated t 1,024.48 million net cash from operating activities during Fiscal 2025. Profit before tax for Fiscal 2025 was t777.39 million.

Our operating profit before working capital changes was t1,890.28 million. The working capital adjustments for Fiscal 2025 primarily comprised an increase in other financial assets of t139.35 million, other financial liabilities of t234.28 million and provisions of t38.41 million, and a decrease in trade receivables of t529.72 million, other current assets of t406.69 million, trade payables of t1,390.65 million and other liabilities of t549.24 million. Net income tax refund for Fiscal 2025 was t4.34 million.

Fiscal 2024

We generated t 392.58 million net cash from operating activities during Fiscal 2024. Profit before tax for Fiscal 2024 was t366.84 million.

Our operating profit before working capital changes was t 919.19 million. Our adjustments for working capital changes for the Fiscal 2024 primarily consisted of increase in trade receivables by t 143.82 million, other financial assets by t 58.46 million, other current assets by t 55.21 million, other liabilities by t 38.70 million and decrease in trade payables by t 171.02 million, other financial liabilities by t 18.41 million, provisions by t 39.71 million. Net income tax paid for Fiscal 2024 was t 78.68 million.

Due to the reasons set out above net cash generated from operating activities was t 392.58 million in Fiscal 2024.

Cash Flow generated from/ (used in) Investing Activities Three month period ended June 30, 2026

Net cash used in investing activities was t229.47 million during the three month period ended June 30, 2026, primarily on account of increase in investment of loan by t 207.17 million and acquisition of property, plant and equipment and other intangible assets by t 39.58 million.

Fiscal 2026

Net cash used in investing activities was t830.97 million in Fiscal 2026, primarily due to an increase in loans advanced of t324.55 million, investments in bank deposits of t140.92 million, acquisition of property, plant and equipment and other intangible assets of t197.29 million, and consideration paid for acquisitions undertaken during the Fiscal of t246.33 million.

Fiscal 2025

Net cash used in investing activities was t (636.31) million in Fiscal 2025, primarily on account of increase in investment of loan by t 307.95 million and acquisition of property, plant and equipment and other intangible assets by t 315.05 million.

Fiscal 2024

Net cash used in investing activities was t 618.85 million in Fiscal 2024, primarily on account of acquisition of subsidiaries by t 492.83 million, acquisition of property, plant and equipment and other intangible assets by t284.44 million. This was partially offset by decrease in investment on loan by t 119.89 million.

Cash Flow generated from/ used in Financing Activities

Three month period ended June 30, 2026

Net cash used in financing activities was t 506.16 million during the three month period ended June 30, 2026, primarily on account of repayment of short term borrowings by t 382.09 million, payment of lease obligation t129.22 million, repayment of long term borrowings of t50.09 million and payment of interest on such borrowings of t 89.62 million. This was parti ally offset by proceeds from long term borrowings extended by the Company by t143.89 million.

Fiscal 2026

Net cash used in financing activities was t 1,380.44 million in Fiscal 2026, primarily on account of repayment of short term borrowings of t 458.53 million, payment of lease obligation of t 499.18 million, repayment of long term borrowings of t 220.11 million, payment of the interest on such borrowings of t 463.95 million and payment of divided of t 37.81millon. This was partially offset by proceeds of t 280.00 million received by the Company from long term borrowings.

Fiscal 2025

Net cash used in financing activities was t 267.26 million in Fiscal 2025, primarily on account of payment of lease obligation of t 419.09 million, repayment of long term borrowings of t 1,480.82 million, payment of interest on such borrowings of t 246.66 million and payment of divided of t 25.20 million. This was partially offset by proceeds from long term borrowings by t 900.33 million and proceeds from short term borrowings by t 932.18 million.

Fiscal 2024

Net cash generated from financing activities was t 110.48 million in Fiscal 2024, primarily on account of payment of lease obligations by t 252.78 million, interest paid by t 140.15 million and repayment of long-term borrowings by t 125.95 million. This was partially offset by proceeds from short-term borrowings (net) of t 325.14 million and proceeds from long-term borrowings of t 311.37 million.

NON-GAAP MEASURES

Certain measures included in this Red Herring Prospectus, for instance, EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Adjusted PAT, PAT Margin, Adjusted PAT Margin, Return on Equity Capital Employed, Return on Capital Employed, Net Debt, Net Debt to EBITDA, Net Debt to Equity, Net Fixed Assets Turnover Ratio and Net Asset Value per equity share (Non-GAAP Measures) presented in this Red Herring Prospectus is a supplemental measure of our performance and liquidity that is not required by, or presented in accordance with, Ind AS, IFRS or US GAAP, Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, IFRS or US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the year / period or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, IFRS or US GAAP. In addition, Non-GAAP Measures are not standardised terms, hence a direct comparison of Non-GAAP Measures between companies may not be possible. Other companies may calculate the Non-GAAP Measure differently from us, limiting its usefulness as a comparative measure. Although Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards, our Companys management believes that they are useful to an investor in evaluating us because it is a widely used measure to evaluate a companys operating performance. See "Risk Factors -We track certain operational metrics and non-GAAP measures for our operations. Certain operational metrics are subject to inherent challenges in measurement and any real or perceived inaccuracies in such metrics may adversely affect our business and reputation" on page 42.

Reconciliation for the following non-GAAP financial measures included in this Red Herring Prospectus are set out below for the three month period ended June 30, 2026 and for Fiscals 2026, 2025 and 2024:

Reconciliation ofProfit for the period /year to EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted EBITDA Margin

				(in Rs. million)
Particular	Three month period ended June 30, 2026	Fiscal 2026	Fiscal 2025	Fiscal 2024
Profit for the period / year (I)	556.98	1,698.40	743.14	362.60
Adjustments:
Particular	Three month period ended June 30, 2026	Fiscal 2026	Fiscal 2025	Fiscal 2024
Add: Total Tax Expenses (II)	71.17	194.61	34.25	4.24
Add: Finance cost (III)	89.90	454.71	386.94	189.56
Add: Depreciation & amortization expenses (IV)	232.81	950.99	813.43	489.77
Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) (V = I + II + III + IV)	950.86	3,298.71	1,977.76	1,046.17
Adjustments:
Adjustment
Acquisition Cost	4.29	35.20	60.25	5.23
Employee stock option compensation cost	6.65	50.35	30.28	9.59
Non-recurring employee benefits and severance costs	20.49	78.43	15.20	29.77
Specific provisions for onerous contracts	-	79.70	17.77	128.37
Total Adjustment (VI)	31.43	243.68	123.50	172.96
Adjusted EBITDA (VII = VI + V)	982.29	3,542.39	2,101.26	1,219.12
Revenue from Operations (VIII)	4,904.84	18,181.38	13,292.96	9,913.15
EBITDA Margin (IX = V/VIII)	19.39%	18.14%	14.88%	10.55%
Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) Margin (X = VII / VIII )	20.03%	19.48%	15.81%	12.30%

Reconciliation of Profit for the period /year to Adjusted PA T, PA TMargin and Adjusted PA TMargin

				(in Rs. million)
Particular	Three month period ended June 30, 2026	Fiscal 2026	Fiscal 2025	Fiscal 2024
Restated Profit for the year / period (I)	556.98	1,698.40	743.14	362.60
Adjustment
Acquisition Cost	4.29	35.20	60.25	5.23
Employee stock option compensation cost	6.65	50.35	30.28	9.59
Non-recurring employee benefits and severance costs	20.49	78.43	15.20	29.77
Specific provisions for onerous contracts	-	79.70	17.77	128.37
Depreciation on Customer List	34.25	153.56	123.87	65.05
Interest on Contingent Consideration	2.49	40.34	60.58	-
Total Adjustment (II)	68.17	437.58	307.95	238.00
Tax Impact on above (III)	(7.72)	(44.98)	(13.24)	(2:751
Net Adjustment (IV = II - III)	60.45	392.60	294.71	235.25
Adjusted PAT (V = I + IV)	617.43	2,091.00	1,037.85	597.85
Revenue from Operations (VI)	4,904.84	18,181.38	13,292.96	9,913.15
Adjusted PAT Margin (VII = V/VI)	12.59%	11.50%	7.81%	6.03%

Reconciliation of Total Equity to Return on Equity

				(in Rs. million)
Particular	Three month period ended June 30, 2026	Fiscal 2026	Fiscal 2025	Fiscal 2024
Total Equity (I)	6,196.47	5,606.02	3,583.62	2,711.41
Profit for the period / year attributable to equity shareholders (II)	556.98	1,698.40	743.14	362.60
Return on Equity (III = II/I)**	8.99%*	30.30%	20.74%	13.37%

* Not annualized

** Return on Equity (%) is calculated on closing balance.

Reconciliation of Total Equity to Capital Employed, Profit for the period / year to EBIT and Return on Capital Employed

				(in Rs. million)
Particular	Three month period ended June 30, 2026	Fiscal 2026	Fiscal 2025	Fiscal 2024
Total Assets (I)	13,678.47	13,851.46	11,432.52	7,680.16
Less: Total Liabilities (II)	(7,482.00)	(8,245.44)	(7,848.90)	(4,968.75)
Less: Goodwill (III)	(3,626.43)	(3,622.02)	(2,880.89)	(876.39)
Less: Other Intangible Assets (IV)	(1,017.70)	(1,064.33)	(1,156.53)	(830.22)
Less: Intangible Assets Under Development (V)	-	-	-	(124.37)
Tangible Net Worth (VI = I - II - III - IV -V)	1,552.35	919.67	(453.80)	880.43
Non-current Borrowings (VII)	892.44	797.67	737.78	708.78
Current Borrowings (VIII)	1,488.88	1,870.97	2,329.50	1,397.31
Less: Deferred Tax Assets (Net) (IX)	(314.86)	(309.06)	(272.04)	(141.26)
Add: Deferred Tax Liabilities (Net) (IX)	-	-	-	-
Particular	Three month period ended June 30, 2026	Fiscal 2026	Fiscal 2025	Fiscal 2024
Capital Employed (X = VI + VII + VIII + (- IX))	3,618.80	3,279.25	2,341.44	2,845.26
Profit for the period / year (XI)	556.98	1,698.40	743.14	362.60
Adjustments:
Add: Total Tax Expenses (XII)	71.17	194.61	34.25	4.24
Add: Finance cost (XIII)	89.90	454.71	386.94	189.56
Earnings Before Interest and Tax (EBIT) (XIV = XI + XII + XIII)	718.05	2,347.72	1,164.33	556.40
Return on Capital Employed (XV = XIV/X) (%)**	19.84*	71.59	49.73	19.56

* Not Annualized

** Return on Capital Employed (%) is calculated on closing balance.

Reconciliation of Total Borrowings to Net Debt, and Net Debt to Equity

				(in Rs. million)
Particular	Three month period ended June 30, 2026	Fiscal 2026	Fiscal 2025	Fiscal 2024
Non-current Borrowings (I)	892.44	797.67	737.78	708.78
Current Borrowings (II)	1,488.88	1,870.97	2,329.50	1,397.31
Total Borrowings (III = I + II)	2,381.32	2,668.64	3,067.28	2,106.09
Adjustments:
Less: Cash and Cash Equivalents (IV)	(387.78)	(895.59)	(379.20)	(201.05)
Less: Bank Balances other than above (V)	(103.95)	(104.99)	(69.30)	(29.96)
Net Debt (VI = III - IV - V)	1,889.59	1,668.06	2,618.78	1,875.08
Profit for the period / year (VII)	556.98	1,698.40	743.14	362.60
Adjustments:
Add: Total Tax Expenses (VIII)	71.17	194.61	34.25	4.24
Add: Finance cost (IX)	89.90	454.71	386.94	189.56
Add: Depreciation & amortization expenses (X)	232.81	950.99	813.43	489.77
Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA) (XI = VII + VIII + IX + X)	950.86	3,298.71	1,977.76	1,046.17
Net Debt to EBITDA (XII = VI/XI)	1.99	0.51	1.32	1.79
Total Equity (Excluding Capital Reserve) (XIII)	6,196.15	5,605.70	3,583.30	2,711.09
Net Debt to Equity (XIV = VI/XIII)	0.30	0.30	0.73	0.69

Reconciliation of Net Asset Value (per Equity Share)

	(in Rs. million, unless otherwise indicated)
Particular	Three month period ended June 30, 2026	Fiscal 2026	Fiscal 2025	Fiscal 2024
*Net Worth (I)**	6,108.42	5,524.62	3,545.80	2,701.82
Total outstanding equity shares considered for EPS (II)	126,331,424	126,331,424	126,012,400	126,012,400
*Net asset value per equity share * (III) = (I/II)**	48.35	43.73	28.14	21.44

** The NAV has been as adjusted for sub-division of face value from Rs. 10 to Rs. 1 per equity share and the bonus issuances made by our Company

Net Worth

				(in Rs. million)
Particular	Three month period ended June 30, 2026	Fiscal 2026	Fiscal 2025	Fiscal 2024
Total Equity (I)	6,196.47	5,606.02	3,583.62	2,711.41
Less: Share options outstanding account (II)	(87.73)	(81.08)	(37.50)	(9.59)
Less: Capital Reserve	(0.32)	(0.32)	(0.32)	(0.32)
Net Worth (III = I - II)	6,108.42	5,524.62	3,545.80	2,701.50

FINANCIAL INDEBTEDNESS

The following table sets forth our Companys indebtedness outstanding as of August 31, 2026:

		(in Rs. million)
Category of borrowings	Sanctioned amount as on August 31, 2026*	Outstanding amount as on August 31, 2026*
Borrowings of our Company
Secured borrowings
Fund Based
Term Loans	517.43	454.74
Car Loan	1.42	0.69
Working capital facility	890.00	772.62
Sub-total (A)	1,408.85	1,228.05
Unsecured borrowings
Working capital facilities	_-	_-
Sub-total (B)	_-	_-
Borrowings of our Subsidiaries
Secured borrowings
Term Loans	875.84	640.89
Car Loan	2.80	0.35
Working capital facility	1,196.61	1,125.27
Sub-total (C)	2,075.25	1,766.51
Unsecured borrowings
Working capital facility	-	-
Sub-total (D)	_-	_-
Gross borrowings (A + B + C+D)	3,484.10	2,994.56
Less: Unamortised upfront fees on borrowings	-	-
Total borrowings (I)	3,484.10	2,994.56
Non-fund Based
Bank Guarantee	437.12	226.14
Total (II)	437.12	226.14
Grand Total (III = I + II)	3,921.22	3,220.70

* As certified by M/s. Agarwal Lodha and Co., Chartered Accountants (Firm Registration Number: 330395E), by way of their certificate dated October 8, 2026.

CONTINGENT LIABILITIES AND OFF-BALANCE SHEET ARRANGEMENTS

As of June 30, 2026, March 31, 2026, March 31, 2025 and March 31, 2024 our contingent liabilities as per Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets, that have not been provided for, were as follows:

				(in Rs. million,
Particulars	As of June 30, 2026	As of March 31, 2026	As of March 31, 2025	As of March 31, 2024
Claims not acknowledged as debt	-	-	22.26	41.69
Income tax demand (under Dispute)	43.98	43.98	34.89	34.89
Goods and service tax demand (under Dispute)	54.97	54.96	26.24	33.14
Provident Fund (under Dispute)	-	0.15	0.15	-

We have disclosed the above matters as contingent liabilities as future cash outflows (if any), in respect of the above matters are determinable only on receipt of judgments/ decisions pending at various forums/ authorities.

For further information on our contingent liabilities as of June 30, 2026, March 31, 2026, March 31, 2025, March 31, 2024 as per Ind AS 37, see "Financial Information" on page 303.

Except as disclosed elsewhere in this Red Herring Prospectus, 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.

CONTRACTUAL OBLIGATIONS AND MATURITIES

The table below summarizes the maturity profile of our undiscounted contractual maturities of financial liabilities at the reporting date:

Particulars	Up to 1 Year	1 to 5 years	5 years and above
		(in f million)
As of June 30, 2026
Borrowing	1,488.88	892.44	_-
Lease Liabilities*	541.74	874.11	5.44
Trade payable	1,486.64	-	-
Other Financial Liabilities	1,633.13	7.76	-
Total	5,150.39	1,774.31	5.44
As of March 21, 2026
Borrowing	1,870.97	797.67	-
Lease Liabilities*	548.12	1,000.71	-
Trade payable	1,761.27	-	-
Other Financial Liabilities	1,688.58	14.50	_-
Total	5,868.94	1,812.88	_-
As of March 31, 2025
Borrowing	2,329.50	737.78	-
Lease Liabilities*	443.49	891.45	17.47
Trade payable	1,731.13	_-	_-
Other Financial Liabilities	452.68	10.36	_-
Total	4,956.80	1,639.59	17.47
As of March 31, 2024
Borrowing	1,397.31	708.78	-
Lease Liabilities*	368.76	763.29	36.96
Trade payable	535.43	_-	_-
Other Financial Liabilities	583.04	135.54	-
Total	2,884.54	1,607.61	36.96

* before considering discounting impact

CAPITAL AND OTHER COMMITMENTS

The following table sets forth certain information relating to future payments due under known contractual commitments as of June 30, 2026, March 31, 2026, March 31, 2025 and March 31, 2024 aggregated by type of contractual obligation:

Particulars	As of June 30, 2026	As of March 31, 2026	As of March 31, 2025	As of March 31, 2024
	(in Rs. million)
Net Capital commitments	5.29	9.54	13.76	14.73

CAPITAL EXPENDITURES

In the three month period ended June 30, 2026, Fiscal 2026, Fiscal 2025 and Fiscal 2024, our capital expenditure as stated below:

				(in Rs. million)
Particulars	As of June 30, 2026	As of March 31, 2026	As of March 31, 2025	As of March 31, 2024
Property, plant and equipment*	32.49	293.33	241.22	115.91
Intangible assets other than Goodwill*	0.29	16.64	127.99	7.21
Capital work-in-progress*	2.75	72.73	71.83	17.35
Intangible assets under development*	-	-	-	124.37
* Additions

RELATED PARTY TRANSACTIONS

For details of the related party transactions, as per the requirements under applicable Accounting Standards i.e. Ind AS 24 ‘Related Party Disclosures for the three month period ended June 30, 2026, financial years ended March 31, 2026, March 31, 2025 and March 31, 2024, and as reported in the Restated Consolidated Financial Information, see "Restated Consolidated Financial Information - Related Party Disclosures - Note 41" on page 355.

AUDITORS OBSERVATIONS

The auditors reports on our audited consolidated financial statements for the Financial Years 2025, 2024 and 2023, include the following matters of emphasis, which are extracted and presented below:

Period	For the period ended June 30,2026	Fiscal 2024
Nature of Adverse Observation	Emphasis of Matter	Emphasis of Matter
Details of Adverse Observation	We draw attention to Note 2.1 to the Special Purpose Ind AS Interim Consolidated Financial Statements which describe the purpose and basis of its accounting. These Special Purpose Ind AS Interim Consolidated Financial Statements have been prepared by the management of the Holding Company solely for the purpose of preparation of the restated consolidated financial information of the Holding Company for the three months period ended 30 June 2026 to be included in the Red Herring Prospectus ("RHP") and Prospectus (collectively referred to as "Offer Documents") to be filed by the Holding Company with the Securities and Exchange Board of India (‘ SEBI), National Stock Exchange of India Limited and Bombay Stock Exchange Limited, Registrar of Companies, as applicable, in connection with the proposed Initial Public Offering of equity shares (‘ IPO ) of the Holding Company, as per the requirements of Section 26 of Part I of Chapter III of the Companies Act 2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time ("SEBI ICDR Regulations"), e-mail dated 28 October 2021 from Securities and Exchange Board of India (SEBI) to Association of Investment Bankers of India (‘SEBI Communication) and the Guidance Note on Reports in Company Prospectus (Revised 2019) ("the Guidance Note") issued by the ICAI. As a result, these Special Purpose Ind AS Interim Consolidated Financial Statements may not be suitable for any other purpose.	Without modifying our opinion, We draw attention to Note 1 to the consolidated financial statements, which describes the Scheme of Amalgamation (the "Scheme") between the Holding Company and its wholly owned subsidiary, Competent Synergies Private Limited ("Transferor Company"), with an appointed date of April 1,2023, as approved by Regional Director of East Region, Kolkata, vide its order dated February 1, 2024. Further, it also describes the Groups merger of three of its step down subsidiaries into its wholly owned subsidiary, O Currance Inc. and its one step down subsidiary into its other step down subsidiary, at book values with effect from December 31, 2022. The above amalgamation and merger has been accounted for using the pooling of interest method in accordance with Ind AS 103: Business Combinations, for common control transactions.
	Our report is intended solely for the purpose specified above. This should not be distributed to or used by other parties. M S K C & Associates LLP shall not be liable to the Holding Company or to any other concerned for any claims, liabilities or expenses relating to this assignment. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. Our opinion is not modified in respect of the above matter
Companys Response to Adverse Observation (Steps taken by the company)	NA	NA
Impact on the Financial Statements and Financial Position of the Company	NA	NA

CARO Reporting:

Period	Nature of Adverse Observation	Details of Adverse Observation	Impact on the Financial Statements and Financial Position of the Company
Fiscal 2026	Quarterly statements filed with banks for working capital limits over Rs.5 crores are not in agreement with the companys books of accounts	The company has a working capital limit in excess of Rs. 5 crores sanctioned by the banks, based on the security of current assets. Based on the records examined by us in the normal course of audit of the standalone financial statements, quarterly statements are filed with such Banks are not in agreement with the books of accounts of the Company.	No Impact
Fiscal 2026	Delays in Payment of Statutory Dues.	The company has generally been regular in depositing undisputed statutory dues with the appropriate authorities, with minor delays in a few instances. As of March 31, 2026, there are no undisputed statutory dues outstanding for more than six months from their due date	No Impact
Fiscal 2025	Quarterly statements filed with banks for working capital limits over Rs.5 crores are not in agreement with the companys books of accounts	The company has a working capital limit in excess of Rs. 5 crores sanctioned by the banks, based on the security of current assets. Based on the records examined by us in the normal course of audit of the standalone financial statements, quarterly statements are filed with such Banks are not in agreement with the books of accounts of the Company.	No Impact
Fiscal 2025	Delays in Payment of Statutory Dues.	The company has generally been regular in depositing undisputed statutory dues with the appropriate authorities, with minor delays in a few instances. As of March 31,2025, there are few undisputed statutory dues outstanding for more than six months from their due date	No Impact
Fiscal 2024	Quarterly statements filed with banks for working capital limits over Rs.5 crores are not in agreement with the companys books of accounts	The company has a working capital limit in excess of Rs. 5 crores sanctioned by the banks, based on the security of current assets. Based on the records examined by us in the normal course of audit of the standalone financial statements, quarterly statements are filed with such Banks are not in agreement with the books of accounts of the Company.	No Impact
Fiscal 2024	Delays in Payment of Statutory Dues.	The company has generally been regular in depositing undisputed statutory dues with the appropriate authorities, with minor delays in a few instances. As of March 31, 2024, there are no undisputed statutory dues outstanding for more than six months from their due date	No Impact

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks that are related to the normal course of our operations such as loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. Our risk management policies are established to identify and analyse the risk we face, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and our activities. Our Board oversees how management monitors compliance with our risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks we face. The Board is assisted in its oversight role by internal audit team. Internal audit team undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Board.

Credit Risk

Credit risk arises when a counterparty defaults on its contractual obligations to pay resulting in financial loss to the Company. The Group is exposed to credit risk from its operating activities, primarily trade receivables. The credit risks in respect of deposits with the banks, foreign exchange transactions and other financial instruments are only nominal. The customer credit risk is managed subject to the Companys established policy, procedure and controls relating to customer credit risk management. In order to contain the business risk, prior to acceptance of an order from a customer, the creditworthiness of the customer is ensured through scrutiny of its financials, if required, market reports and reference checks. The Company remains vigilant and regularly assesses the financial position of customers during execution of contracts with a view to limit risks of delays and default.

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability to sell a financial asset quickly to close to its fair value. The Companys objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a rob ust cash management system. It maintains adequate sources of financing from both banks and financial institutions at an optimised cost. We manage liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Market Risk

We are exposed to various types of market risks during the normal course of business. Market risk is the risk that fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Borrowings availed by the Company are subject to interest on fixed rates as these are taken only for the purpose to finance the business and inducting new fleet and such borrowings are repayable on demand. Interest rates are highly sensitive to many factors beyond our control, including the monetary policies of the RBI, domestic and international economic and political conditions, inflation and other factors. We are exposed to interest rate risk because it borrows funds at both fixed and floating interest rates. The risk is managed by us by maintaining an appropriate mix between fixed and floating rate borrowings. For details, see "Financial Indebtedness" on page 424.

Foreign currency risk

A significant portion of our revenue is generated offshore and is denominated in foreign currencies, while most of our costs are incurred in Indian rupees, which is our functional currency. As a result, any appreciation of the rupee against the U.S. dollar or other foreign currencies can adversely impact our revenue and profitability. Foreign currency risk refers to the potential for fluctuations in the fair value or future cash flows of financial instruments due to changes in exchange rates. Our primary exposure to such risk arises from operating activities where revenues and expenses are denominated in currencies different from our functional currency.

Inflation Risk

In recent years, India has experienced relatively high rates of inflation. While we believe inflation has not had any material impact on our business and results of operations, inflation generally impacts the overall economy and business environment and hence could affect us.

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 that have in the past or may in the future affect our business operations or future financial performance.

KNOWN TRENDS OR UNCERTAINTIES

Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising from the trends identified above in "Managements Discussion and Analysis of Financial Condition and Results of Operations - Significant Factors Affecting our Results of Operations" and the uncertainties described in "Risk Factors" on pages 426 and 19, respectively. To our knowledge, except as discussed in this Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company.

FUTURE RELATIONSHIP BETWEEN COST AND INCOME

Other than as described in "Risk Factor Rs.", "Our Business" and "Managements Discussion and Analysis of Financial Condition and Results of Operations" on page 19, 185 and 426, respectively, to our knowledge, there are no known factors that may adversely affect our business prospects, results of operations and financial condition.

NEW PRODUCTS OR BUSINESS SEGMENTS

Except as set out in this Red Herring Prospectus in the sections "Our Business" on page 185, we have not announced and do not expect to announce in the near future any new products or business segments.

COMPETITIVE CONDITIONS

We operate in a competitive environment and expect to continue to compete with existing and potential competitors. See "Risk Factors", "Industry Overview" and "Our Business" on pages 19, 145 and 185, respectively, for further details on competitive conditions that we face across our various business segments.

SIGNIFICANT DEPENDENCE ON SINGLE OR FEW CUSTOMERS OR SUPPLIERS

We do not depend on a limited number of suppliers or customers for our revenue and operations.

SEASONALITY/ CYCLICALITY OF BUSINESS

Our business is not seasonal in nature.

MATERIAL DEVELOPMENTS AFTER JUNE 30, 2026 THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS

Except as disclosed below, there have been no significant developments after June 30, 2026, the date of the last financial statements contained in this Red Herring Prospectus, to the date of filing of this Red Herring Prospectus, which materially and adversely affects, or is likely to affect, our trading or profitability, or the value of our assets, or our ability to pay our liabilities within the next 12 months:

• Material acquisition of V A Platinum Offshoring Pty Ltd, and its subsidiaries VA Platinum Pty Ltd (Australia), VA Platinum Pty Ltd Inc (Philippines) and Platinum Edge Outsourcing Services Inc (Philippines) by Fusion BPO Services Limited (UK) on August 16, 2026 which is a wholly owned subsidiary of our Company.

Additionally, our wholly owned subsidiaries, OCurrance Inc. and Fusion BPO Services Limited (England) have entered into a non-binding letter of intent and a non-binding memorandum of understanding to acquire Impacx and its subsidiaries and Offshore MVP Pty Ltd and its subsidiaries, respectively. See, "Risk Factors - If we are unable to fully realize the anticipated benefits of acquisitions or experience delays or other problems in implementing our strategy of expanding through acquisitions, our growth, business, results of operations and prospects may be adversely affected on page 26.

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