GenXAI Analytics Ltd Management Discussions

OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our Restated Consolidated Financial Information which have been included in this Draft Red Herring Prospectus. The following discussion and analysis of our financial condition and results of operations is based on our Restated Financial Information for the Period ended June 30, 2025 and fiscals ended March 31, 2025, 2024 and 2023 including the related notes and reports, included in this Draft Red Herring Prospectus prepared in accordance with requirements of the Companies Act and restated in accordance with the SEBI (ICDR) Regulations 2018, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries. Our Financial Statements, as restated have been derived from our audited financial statements for the respective period and years. Accordingly, the degree to which our Restated Consolidated Financial Information will provide meaningful information to a prospective investor in countries other than India is entirely dependent on the reader s level of familiarity with AS, Companies Act, SEBI Regulations and other relevant accounting practices in India. This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those described under " Risk Factors " and " Forward Looking Statements " on pages 37 and 22 respectively, and elsewhere in this Draft Red Herring Prospectus. Our Fiscal ends on March 31 of each year. Accordingly, all references to a particular Fiscal are to the 12 months ended March 31 of that year.

Business Overview

We are a technology-led provider of AI-enabled enterprise performance and analytics solutions that help organizations streamline workflows, enhance system performance and improve operational efficiency. Our unified platforms integrate data and processes across finance, sales, operations, customer management and human resources, enabling enterprises to operate on a single source of truth for faster, data-driven decision-making. We offer a suite of AI-enabled workflow automation and analytics tools, including AI-assisted recommendations, content-generation modules, data engineering capabilities and generative AI solutions. These offerings support enterprise planning, data management, analytics and application development, and are designed to integrate with existing IT systems

For further details, please refer to the chapter titled " Our Business " beginning on page 191 of this Draft Red Herring Prospectus.

Key Performance Indicators

In evaluating our business, we consider and use certain key performance indicators that are presented below as supplemental measures to review and assess our operating performance. The presentation of these key performance indicators is not intended to be considered in isolation or as a substitute for the Restated Consolidated Financial Information included in this Draft Red Herring Prospectus. We present these key performance indicators because they are used by our management to evaluate our operating performance. Further, these key performance indicators may differ from the similar information used by other companies, including peer companies, and hence their comparability may be limited. Therefore, these matrices should not be considered in isolation or construed as an alternative to AS measures of performance or as an indicator of our operating performance, liquidity, profitability or results of operation. A list of our KPIs for the three months period ended June 30, 2025 and Fiscals ended 2025, 2024 and 2023 is set out below:

( in lakhs, unless stated otherwise)

Particulars	For the period ended June 30, 2025	Financial year ended March 31, 2025	Financial year ended March 31, 2024	Financial year ended March 31, 2023
Financial
Revenue from Operations (1)	1,716.22	2,853.18	2,406.95	1,657.01
EBITDA (2)	328.20	1,002.70	412.61	142.00
EBITDA Margin (3) (in %)	19.12%	35.14%	17.14%	8.57%
Net Profit after tax (4)	189.45	660.89	265.25	84.38
Net Profit Margin (5) (in %)	11.04%	23.16%	11.02%	5.09%
Return on Net Worth (6) (in %)	12.71%	85.49%	85.57%	60.73%
Return on Capital Employed (7)	11.43%	70.26%	70.70%	71.25%
(in %)
Debt-Equity Ratio (8)	0.66	0.66	0.93	0.46
Days Working Capital (9)	104	87	43	0
Operational
EBITDA per employee	3.28	10.13	4.17	1.73
Number of Clients	69	79	46	46

As certified by SK Patodia and Associates, Chartered Accountants pursuant to their certificate dated December 01, 2025..

Notes:

(19) Revenue from operations means the Revenue from Operations as appearing in the Restated Consolidated Financial Statements.

(20) EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by obtaining the profit/ (loss) before exceptional items and tax for the fiscal and adding back finance costs, depreciation, and amortization expense.

(21) EBITDA margin is calculated as EBITDA as a percentage of revenue from operations.

(22) Net Profit after tax represents the restated profits of our Company after deducting all expenses.

(23) Net Profit margin is calculated as restated net profit after tax for the fiscal/period divided by revenue from operations.

(24) Return on Net Worth (%) is calculated as Net Profit after tax attributable to owner of the company, as restated for the end of the year/period divided by Average Net worth as at the end of the year/period. Average net worth means the average of the net worth of current and previous year/period. Net worth means the aggregate value of the paid-up equity share capital and Reserves and Surplus (excluding Capital reserve and foreign exchange translation reserve).

(25) Return on capital employed is calculated as Earnings before interest and taxes divided by average capital employed

(average capital employed is calculated as average of shareholder s funds (excluding capital reserve, foreign exchange translation reserve), Minority interest, total debt (including long term borrowings and short term borrowings) and deferred tax liabilities (net of deferred tax assets) of the current and previous fiscal.

(26) Debt-equity ratio is calculated by dividing total debt by shareholder s funds. Total debt represents long term and short-term borrowings. Shareholder s funds include the aggregate value of the paid-up share capital and Reserves and Surplus (excluding capital reserve and foreign currency translation reserve).

(27) Days Working Capital is arrived at by dividing working capital (current assets excluding cash and bank balances less current liabilities excluding short term borrowings) by revenue from operations multiplied by the number of days in the fiscal (365/91).

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL PERIOD

In the opinion of the Board of Directors of our Company, since the date of the last financial statements disclosed in this Draft Red Herring Prospectus, there h-ave not arisen any circumstance that materially or adversely affect or are likely to affect the business activities or profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months, except as disclosed below:

On August 5, 2025, the authorized share capital of the company was increased from 30.00 lakhs divided into 3,00,000 equity shares of 10/- each to 2,000.00 lakhs divided into 2,00,00,000 equity shares of

10/- each.

Pursuant to the approval of shareholders granted in the extra-ordinary General meeting held on August

16, 2025, the company issued and allotted September 9, 2025 equity shares fully paid up on 10 at an issue price of 4,365 per equity share.

The Board approved and passed resolution on September 24, 2025 to raise funds by making Initial Public Offering.

The shareholders approved and passed special resolution on September 25, 2025 to authorize the Board of Directors to raise funds by making Initial Public Offering.

Pursuant to the approval of shareholders granted in the extra-ordinary General meeting held on September 25, 2025, the company issued and allotted fully paid up bonus shares on October 3, 2025, at par in proportion of 61 new equity shares of 10 each for every one existing fully paid up equity share of 10 each held.

FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business is subjected to various risks and uncertainties, including those discussed in the section titled " Risk Factors " on page 37. Our results of operations and financial conditions are affected by numerous factors including the following:

A significant portion of our revenue is dependent on a limited number of customers, and the loss of any such customer could adversely affect our business, financial condition, and results of operations.

A significant portion of our revenue is derived from customers located outside India, and any adverse regulatory, economic, or geopolitical developments in such countries, including the United States, may adversely affect our business and results of operations.

Our business requires highly skilled professionals. Inability to attract, train, and retain qualified AI and analytics talent may adversely impact our operations.

Any actual or perceived breach in data security, cyberattack, or system vulnerability could adversely affect our business operations, reputation, and financial performance.

Our business is dependent on demand from the key industries we serve, and any decline in demand in these industries may adversely affect our revenue and results of operations.

BASIS OF PREPARATION, MEASUREMENT AND SIGNIFICANT ACCOUNTING POLICIES (i) Basis of Accounting and Preparation of Financial Statements

The financial statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Accounting Standards) Rules, 2021, and other relevant provisions of the Companies Act, 2013. The statements have been prepared under the historical cost convention and on an accrual basis, except where otherwise stated. The presentation is in compliance with the requirements of Schedule III to the Companies Act, 2013. This Restated Consolidated Financial Information has been prepared on a going concern basis.

(ii) Applicability of Accounting Standards

The Company is a Medium Sized Company ( " SMC " ) as defined in the General Instructions of the Companies (Accounting Standards) Rules, 2006, notified under the Companies Act, 2013. Accordingly, the Company has complied with all Accounting Standards applicable to an SMC. The Company is required to comply with the recognition and measurement principles prescribed by all Accounting Standards but is entitled to certain relaxations regarding disclosure requirements. (iii) Use of Estimates The preparation of restated consolidated financial statements in conformity with Generally Accepted Accounting Principles in India requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the disclosure of contingent liabilities. Such estimates relate to the useful lives and residual values of fixed assets, provisions for doubtful debts, employee benefit obligations, and the stage of completion for service contracts. Actual results may differ from these estimates, and any variances are recognized in the period in which they materialize. (iv) Property, Plant and Equipment & Intangible Assets (AS 10) (a)Property,Plant&Equipment: Property, Plant and Equipment are stated at cost, net of recoverable taxes, trade discounts, and rebates, less accumulated depreciation and impairment losses, if any. The cost includes purchase price, borrowing cost, and other costs directly attributable to bringing the asset to its working condition for intended use.

(b)IntangibleAssets:

Identifiable intangible assets are recognized when it is probable that future economic benefits attributable to the asset will flow to the Company and the cost can be measured reliably. ( c) Recognition and Measurement

Property, plant and equipment are carried at their cost of acquisition or construction, net of accumulated depreciation and impairment losses, if any. Cost includes the purchase price, duties, taxes and all directly attributable expenses necessary to bring the asset to its working condition for intended use. (d) Subsequent Expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits of the existing asset beyond its previously assessed performance. All other repairs and maintenance costs are expensed as incurred. (e) Assets Not Ready for Use

Capital work-in-progress includes expenditure related to property, plant and equipment that are not yet ready for their intended use. (f) Depreciation

The Group follows different depreciation methods for its entities. The Holding Company applies the Straight-Line

Method (SLM), allocating depreciation evenly over the asset s useful life. The Subsidiary Company follows the

Written Down Value (WDV) method, which results in higher depreciation in the initial years and decreasing charges in the later years. These methods are chosen based on the expected pattern of economic benefits from the respective assets. Tangible assets are depreciated over their estimated useful lives as shown below:

Tangible Assets Useful Life

S.No.	Asset Type	Useful Life
1	Data Processing Equipment End User Devices	3 years
2	Office Equipment	5 years
3	Car used by Employees	8 years
4	Assets Provided to Employees (except those in S.No. 3 above)	5 years
5	Furniture & Fixtures	10 years
6	Mobile Phones	5 years

Intangible Assets Amortization Period

S.No.	Asset Type	Amortization Year
1	Intellectual Property Rights	Over economic life or 5 years, whichever is shorter
2	Software	Over 5 years or useful life, whichever is shorter
3	Licensed Software	Over the licensed period
4	Goodwill Acquired	As per Management Estimate

(g) Low-Value Assets

Assets costing 5,000 or less are fully depreciated in the year of purchase. (h) ResidualValue

Residual value is generally retained at 1.

(v) Investments (AS 13)

On initial recognition, all investments are measured at cost, including acquisition-related expenses such as brokerage, fees, and duties.

Long-term Investments

Long-term investments are carried at cost, and a provision for diminution is recorded to recognize any decline in value that is considered other than temporary.

Current Investments

Current investments are measured at the lower of cost and fair value, determined either individually or by category of investment. Income from investments is recognized on an accrual basis.

(vi) Employee Benefits (AS 15 Revised) (a) Short-term Benefits

Wages, salaries, bonuses and short-term compensated absences are recognized as expenses in the period in which the related services are rendered.

(b) Defined Contribution Plans

Contributions to the provident fund and other recognized funds are charged to the Statement of Profit and Loss on an accrual basis.

(c) Defined Benefit Plans

The liability for gratuity is determined using the projected unit credit method, with actuarial valuations conducted at the end of the year. Actuarial gains and losses are recognized in the Statement of Profit and Loss.

(d) Other Long-term Benefits

Liabilities for long-term compensated absences are determined based on actuarial valuation.

(vii) Borrowing Costs (AS 16)

Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the cost of such assets. All other borrowing costs are recognized as an expense in the period in which they are incurred. ( viii) Related Party Disclosures (AS 18)

Related parties, as defined under AS 18, include entities where control exists, key managerial personnel and their relatives, and enterprises over which key managerial personnel exercise significant influence. The nature, volume and elements of related party transactions, along with outstanding balances at the year-end, are disclosed in the notes to accounts.

(ix) Taxes on Income (AS 22)

Current tax of the Indian entity complies with the provisions of the Income Tax Act, 1961, while the subsidiaries in the United States and Singapore follow the respective tax laws applicable in their jurisdictions. Deferred tax is recognized on timing differences between taxable income and accounting income, subject to prudence in recognizing deferred tax assets.

(x) Intangible Assets (AS 26)

Intangible assets are recognized when it is probable that future economic benefits will flow to the Company and the cost of such assets can be measured reliably. Intangible assets are stated at cost, reduced by accumulated amortization and impairment losses, if any. ( xi) Impairment of Assets (AS 28)

At each balance sheet date, the Company assesses the carrying value of its tangible and intangible assets to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount of the asset is estimated. An impairment loss is recognized whenever the carrying amount of an asset exceeds its recoverable amount.

(xii) Provisions, Contingent Liabilities, and Contingent Assets (AS 29)

Provisions are recognized when the Company has a present obligation as a result of a past event, it is probable that settlement will be required, and a reliable estimate of the amount can be made. Contingent liabilities are disclosed but not recognized in the financial statements. Contingent assets are disclosed where an inflow of economic benefits is probable, but they are not recognized in the accounts.

(xiii) Group Information

GenxAI Analytics Limited ( " the Company " ) is a Public Company incorporated in India under the Companies Act, 2013. The Company, together with its subsidiaries ( " the Group " ), is engaged in providing diversified consultancy, financial, and information technology enabled services. The Group s business activities include software development, investment advisory, portfolio management, digital transformation, and other related technical, management and training services. The Consolidated Financial Statements include the financial information of the parent Company and its subsidiaries, and present the financial position, performance, and cash flows of the Group as a single economic entity, in accordance with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013, read with the Companies (Accounting Standards) Rules, 2021, and other relevant provisions of the Act.

(xiv) Principles of Consolidation

The Restated Consolidated Financial Statements have been prepared in accordance with the following principles: The financial statements of the parent Company and its subsidiary companies are combined on a line-by-line basis by aggregating similar items of assets, liabilities, income, and expenses, after eliminating intra-group balances and intra-group transactions resulting in unrealized profits or losses, in accordance with Accounting Standard

(AS) 21 " Consolidated Financial Statements " . The consolidated financial statements are prepared using uniform accounting policies for similar transactions and events and are presented, to the extent possible, in a manner consistent with the Company s separate financial statements. The excess of the cost of the parent s investment in a subsidiary over its proportionate share of the subsidiary s equity at the date of acquisition is recognized as Goodwill (on consolidation). Conversely, where the cost of investment is lower than the parent s share of equity, the difference is treated as Capital Reserve (on consolidation). Minority interest represents the portion of the net assets of the subsidiaries attributable to minority shareholders, determined at the dates of acquisition and adjusted for their share in subsequent movements in the equity of the subsidiaries.

(xv) Cash and Cash Equivalents (AS 3)

Cash and cash equivalents comprise cash at bank, cash in hand, and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

(xvi) Cash Flow Statement (AS 3)

Cash flows are reported using the indirect method, whereby cash flows are classified into operating, investing, and financing activities in accordance with the applicable accounting standards.

(xvii) Prior Period and Extraordinary Items (AS 5)

Prior period items represent income or expenses that arise in the current period due to errors or omissions in the preparation of the financial statements of one or more prior periods and are disclosed separately in the Statement of Profit and Loss. Extraordinary items consist of material items arising from events or transactions that are clearly distinct from the ordinary activities of the Company and are presented separately.

(xviii) Revenue Recognition (AS 9)

Revenue is recognized when it is measurable and it is probable that the economic benefits will flow to the Company. Consultancy or project revenue is recognized using the proportionate completion method based on milestones achieved as per the terms of the contract. Interest income is recognized on a time-proportion basis using the applicable interest rate. Dividend income is recognized when the right to receive the dividend is established. Income from other services is recognized as and when the services are rendered and the related costs are incurred. Any foreseeable losses on contracts are recognized as an expense in the period in which such losses are identified.

(xix) Borrowing Costs (AS 16)

Borrowing costs that are directly attributable to the acquisition, construction, or production of a qualifying asset are capitalized as part of the cost of that asset. All other borrowing costs are recognized as an expense in the period in which they are incurred.

PRINCIPAL COMPONENTS OF STATEMENT OF PROFIT AND LOSS

Set forth below are the principal components of statement of profit and loss from our continuing operations:

Total Income

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

Revenue from Operations

Revenue from operations comprises of: (i) Sale of services.

Other Income

Other income includes (i) Balance written off/Back; (ii) Rent Income; (iii) Interest Income; (iv) Foreign Exchange gain; (v) Credit card rewards and (vi) Gain on sale of Fixed Assets.

Expenses

Our expenses comprise of: (i) cost of material consumed; (ii) changes in inventories of finished goods, work in progress and stock-in-trade (iii) Operating expenses; (iv) employee benefits expenses; (v) finance costs; (vi) depreciation and amortization expense; and (vii) other expenses.

Cost of Material Consumed

Cost of Material Consumed denote the material consumed and work contract expenses.

Changes in inventories of finished goods, work in progress and stock-in-trade

Changes in inventories of finished goods, work in progress and stock-in-trade denote the difference between inventory at the beginning of the period and inventory at the end of the period.

Operating Expenses

Operating Expenses denote the Project Delivery Expenses. Employee Benefits Expense

Employee benefits expenses include (i) Salaries and wages (including bonus and other allowance); (ii) Contributions to provident and other funds; (iii) Gratuity and (v) Staff Welfare Expenses.

Finance Costs

Finance cost includes (i) Interest on Overdraft; (ii) Processing fees and (iii) Interest on Borrowings

Depreciation and Amortisation expenses

Depreciation and amortisation expenses include (i) Depreciation on property, plant and equipment and (ii) amortization of intangible assets.

Other Expenses

Other expenses includes: (i) Auditors Remuneration; (ii) Accounting Expenses; (iii) Bank Charges; (iv) Bad Debts; (v) Balance Written Off; (vi) Commission & Brokerage; (vii) Consumable Expenses; (viii) Contractual Personnel; (ix) CSR Expense; (x) Foreign Exchange Loss; (xi) Import Expenses; (xii) Insurance; (xiii) Interest Expenses; (xiv) Internet and Telephone Expenses; (xv) Late Fee on GST and TDS; (xvi) Legal & Professional Fee; (xvii) Membership & Subscription Expenses; (xviii) Office Expenses; (xix) Payroll Processing Charges; (xx) Postage and Courier Expenses; (xxi) Printing and Stationery; (xxii) Recruitment Expenses; (xxiii) Rent, Rates & Taxes; (xxiv) Repair & Maintenance Office Equipment & Vehicle; (xxv) ROC Expenses; (xxvi) Sales & Business Promotion Expenses; (xxvii) Site Expenses; (xxviii) Spares & Tools; (xxix) Travelling & Conveyance Expenses; (xxx) Transportation Expenses; (xxxi) Water and Electricity Expenses; (xxxii) Withdrawal Expenses; (xxxiii) Technical Service Expenses; (xxxiv) Training Expense; (xxxv) Other Expenses; (xxxvi) Loss on Sale of Fixed Assets; (xxxvii) TDS on behalf of Employees.

Our Results of Operations

The following table sets forth selective financial data from our restated consolidated statement of profit & loss for the three months ended June 30, 2025 and for the financial year ended March 31, 2025, 2024 and 2023, the components of which are also expressed as a percentage of revenue from operations for such fiscals:

							( in Lakhs unless stated otherwise)
Particulars	Three months ended June 30, 2025		Financial year ended March 31, 2025		Financial year ended March 31, 2024		Financial year ended March 31, 2023
	Amount	As a % of revenue from operations	Amount	As a % of revenue from operations	Amount	As a % of revenue from operations	Amount	As a % of revenue from operations
Income:
Revenue from Operations	1,716.22	100%	2,853.18	100%	2,406.95	100.00%	1,657.01	100.00%
Other Income	4.72	0.28%	34.81	1.22%	13.86	0.58%	3.87	0.23%
Total Income	1,720.94	100.28%	2,887.99	101.22%	2,420.81	100.58%	1,660.88	100.23%
Expenses :
Cost of Material Consumed	309.46	18.03 %	-	-	-	-	-	-
Changes in Inventories in	(293.9)	(17.12%)	-	-	-	-	-	-
Finished Goods, Work-in-
Progress and Stock-in-Trade
Operating Expenses	345.3	20.12%	311.12	10.90%	671.85	27.91%	475.57	28.70%
Employee Benefits Expense	808.03	47.08%	1264.25	44.31%	1,137.52	47.26%	878.96	53.04%
Finance Costs	25.06	1.46%	58.94	2.07%	23.91	0.99%	6.28	0.38%
Depreciation and Amortization	32.74	1.91%	53.38	1.87%	33.5	1.39%	20.75	1.25%
Expenses
Other Expenses	223.85	13.04%	309.92	10.86%	198.83	8.26%	164.34	9.92%
Total Expenses	1450.53	84.52%	1997.6	70.01%	2065.61	85.82%	1545.9	93.29%
Profit/(loss) before	270.41	15.76%	890.39	31.21%	355.2	14.76%	114.98	6.94%
Exceptional & Extraordinary
Items and Tax
Exceptional Items	-	-	-	-	-	-	-	-
Profit before( Extraordinary	270.41	15.76%	890.39	31.21%	355.2	14.76%	114.98	6.94%
Items & Tax
Extraordinary Items	-	-	-	-	-	-	-	-
Profit before tax	270.41	15.76%	890.39	31.21%	355.2	14.76%	114.98	6.94%
Less: Tax Expense
Deferred Tax	66.79	3.89%	246.7	8.65%	93.8	3.90%	29.06	1.75%
Current Tax	(5.3)	-(0.31%)	(11.29)	-(0.40%)	(3.85)	(0.16%)	1.54	.09%
Total Tax Expense	61.48	3.58%	235.41	8.25%	89.95	3.74%	30.6	1.85%
Profit / (Loss) from the period	208.93	12.17%	654.98	22.96%	265.25	11.02%	84.38	5.09%
Minority Interest	19.48	1.14	(5.92)	(0.34)	-	-	-	-
Profit after tax	189.45	11.04%	660.9	23.16%	265.25	11.02%	84.38	5.09%

RESULTS OF OPERATIONS INFORMATION FOR THE FISCAL 2025 COMPARED WITH FISCAL 2024

Particulars	Financial Year ended March 31, 2025	Financial Year ended March 31, 2024	Change in Lakhs	Change in %
Income:
Revenue from Operations	2,853.18	2,406.95	446.23	18.54%
Other Income	34.81	13.86	20.95	151.15%
Total Income	2,887.99	2,420.81	467.18	19.30%
Expenses
Operating Expenses	311.12	671.85	(360.73)	(53.69%)
Employee Benefits Expense	1,264.25	1,137.52	126.73	11.14%
Finance Costs	58.94	23.91	35.03	146.51%
Depreciation and Amortization Expenses	53.38	33.5	19.88	59.34%
Other Expenses	309.92	198.83	111.09	55.87%
Total Expenses	1,997.61	2,065.61	-68.01	(3.29%)
Profit/(loss) before Exceptional &	890.39	355.20	535.19	150.67%
Extraordinary Items and Tax (III-IV)
Exceptional Items (VI)	-	-	-	-
Profit before( Extraordinary Items & Tax(V-VI)	890.39	355.2	535.19	150.67%
Extraordinary Items (VIII)	-	-	-	-
Profit Before Taxes (VII-VIII)	890.39	355.20	535.19	150.67%
Less: Tax Expense
Deferred Tax	(11.29)	(3.85)	(7.44)	193.25%
Current Tax	246.70	93.80	152.9	163.01%
Total Tax Expense	235.41	89.95	145.46	161.71%
Profit for the Year (III-IV)	654.98	265.25	389.73	146.93%
Minority Interest	(5.92)	0	(5.92)	0
Profit/(Loss) attributable to Owners of	660.89	265.25	395.64	149.16%
Parent

Total Income

Our total income has increased by 19.30% from 2,420.81 lakhs in fiscal 2024 to 2,887.99 lakhs in fiscal 2025 due to increase in revenue from operations by 18.54% and increase in other income by 151.15%.

Revenue from Operations

Our revenue from operations has increased by 18.54% from 2,406.95 lakhs in financial year ended March 31, 2024 to 2,853.18 lakhs in financial year ended March 31, 2025. The increase is reflected by increase in domestic sales by 482.49 lakhs partly set off by a decrease in export sales by 36.26 lakhs. Such increase in sales can be attributed to the reasons mentioned below: The Companys significant revenue growth during the period is largely attributable to its strategic acquisition strategy. The successful integration of recently acquired entities has diversified our service portfolio and substantially contributed to our top-line performance. Specifically, revenue contributions from our acquired subsidiaries were as follows: Genxai Bot contributed 3.99 lakh, the Genxai Platform contributed 11.20 lakh, Genxai Softgrid contributed 190.45 lakh, and Genxai Technologies Inc. contributed 75.43 lakh. In aggregate, these strategic acquisitions generated a combined revenue of 281.07 lakhs.

Other Income

Our other income was 34.81 lakhs in Financial Year ended March 31, 2025 as compared to 13.86 lakhs in Financial year ended March 31, 2024, which has increased by 151.15% primarily due to increase in (i) net gain on forex by 2.28 lakhs, (ii) Rent Income by .34 lakhs and (iii) Interest Income with banks by 16.57 lakhs (iv) Balance written off by 1.49 Lakhs (v) Gain on sale of fixed assets by .26 Lakhs during the financial year ended

March 31, 2025 as compared to financial year ended March 31, 2024.

Total Expenses

Our total expenses have decreased by 3.29 % from 2,065.61 lakhs in Financial year ended March 31, 2024 to

1,997.6 lakhs in Financial year ended March 31, 2025. This decrease was primarily on account of decrease in (i) Operating Expenses by 360.73 lakhs. The decrease was partially offset by increase in (i) Employee benefit

Expense by 126.73 Lakhs; (ii) Finance cost by 35.03 Lakhs (iii) Other Expenses by 111.09 Lakhs and Depreciation and Amortization Expenses by 19.88 Lakhs.

Operating Expenses

Operating expenses, representing project delivery costs, decreased by 53.69% from 671.85 lakhs in Financial Year ended March 31, 2024 to 311.12 lakhs in Financial Year ended March 31, 2025. This reduction was primarily driven by the reduction of contractual personnel with specialized expertise, which lowered external outsourcing costs. Additionally, as these expenses are largely dependent on implementation-related services, the overall decline reflects a decrease in implementation-intensive projects during the financial year ended March 31, 2025 as compared to financial year ended March 31, 2024.

Employee Benefit Expenses

Employee Benefit Expenses increased by 11.14% from 1,137.52 lakhs in Financial year ended March 31, 2024 to 1,264.25 lakhs in Financial year ended March 31, 2025. This increase was primarily attributable to increase in salaries and wages (including bonus) and Gratuity by 126.73 lakhs.

Finance Cost

Finance cost increased by 146.51% from 23.91 lakhs in Financial year ended March 31, 2024 to 58.94 lakhs in Financial year ended March 31, 2025, on account of increase in (i) Interest on Overdraft loan by 14.69 Lakhs, (ii) Processing fees by 3.91 Lakhs and Interest on other Borrowings by 16.42 Lakhs.

Depreciation and Amortization Expenses

Depreciation and amortisation expenses increased by 59.34% from 33.5 lakhs in Financial year ended March 31, 2024 to 53.38 lakhs in Financial year ended March 31, 2025, on account of increase in depreciation on property, plant and equipment and amortisation by 19.88 Lakhs.

Other Expenses

Other expenses increased by 55.87% from 198.83 lakhs in Financial year ended March 31, 2024 to 309.92 lakhs in Financial year ended March 31, 2025. This was primarily due to decrease in Technical Service Expenses, Travelling & Conveyance expenses and sales & Business Promotion Expenses.

Profit Before Tax

Profit before tax has increased by 150.67% from 355.20 lakhs in Financial year ended March 31, 2024 to 890.39 lakhs in Financial year ended March 31, 2025.

Tax Expenses

Due to increase in our profit before tax, our current tax expense increased by 163.01% from 93.8 lakhs in

Financial year ended March 31, 2024 to 246.7 lakhs in Financial year ended March 31, 2025 and our deferred tax expense increased by 193.25% from (3.85 lakhs) in financial year ended March 31, 2024 to (11.29 lakhs) in financial year ended March 31, 2025.

Profit After Tax

During the Fiscal 2025 the revenue from operations increased by 146.93%, however, the total expenses as a percentage (%) of revenue from operation decreased from 85.82% in Fiscal 2024 to 70.01% in Fiscal 2025. As a result, our profit after tax as a percentage of revenue from operations increased from 11.02% in Fiscal 2024 to 22.96% in Fiscal 2025. Hence, we recorded an increase of 146.93% in profit after tax from 265.25 lakhs in Fiscal 2024 to 654.97 lakhs in Fiscal 2025.

Minority Interest

Minority interest of -5.92 lakhs has been recognized in the financial year 2025. This has arisen due to the acquisition of new subsidiaries during the year.

Profit after Tax Attributable to owners of the Parent

During Fiscal 2025, we recorded an increase of 149.16% in profit after tax attributable to owners of the parent from 265.25 lakhs in Fiscal 2024 to 660.89 lakhs in Fiscal 2025.

RESULTS OF OPERATIONS INFORMATION FOR THE FISCAL 2024 COMPARED WITH FISCAL 2023

			( in Lakhs unless stated otherwise)
Particulars	Financial Year ended March 31, 2024	Financial Year ended March 31, 2023	Change in Lakhs	Change in %
Income:
Revenue from Operations	2,406.95	1,657.01	749.94	45.26%
Other Income	13.86	3.87	9.99	258.14%
Total Income	2,420.81	1,660.88	759.93	45.75%
Expenses
Operating Expenses	671.85	475.57	258.56	29.42%
Employee Benefits Expense	1,137.52	878.96	258.56	29.42%
Finance Costs	23.91	6.28	17.63	280.73%
Depreciation and Amortization	33.5	20.75	12.75	61.45%
Expenses
Other Expenses	198.83	164.34	34.49	20.99%
Total Expenses	2,065.61	1545.91	519.71	33.62%
Profit/(loss) before Exceptional &	355.20	114.98	240.22	208.92%
Extraordinary Items and Tax (III-IV)
Exceptional Items (VI)	-	-	-	-
Profit before( Extraordinary Items & Tax(V-VI)	355.20	114.98	240.22	208.92%
Extraordinary Items (VIII)	-	-	-	-
Profit Before Tax (I- II)	355.20	114.97	240.22	208.92%
Less: Tax Expense
Deferred Tax	(3.85)	1.54	(5.39)	(350.00%)
Current Tax	93.80	29.06	64.74	222.78%
Total Tax Expense	89.95	30.60	59.35	193.95%
Profit for the Year (III-IV)	265.25	84.38	180.87	214.35%
Minority Interest	0	0	0	0
Profit/(Loss) attributable to Owners	265.25	84.38	180.87	214.35%
of Parent

Total Income

Our total income has increased by 45.75% to 2,420.81 lakhs in fiscal 2024 from 1,660.88 lakhs in fiscal 2023 due to increase in revenue from operations and other income by 45.26% and 258.14% respectively.

Revenue from Operations

Our revenue from operations increased by 45.26% to 2,406.95 lakhs in Fiscal 2024 from 1,657.01 lakhs in Fiscal 2023. This growth was primarily driven by an increase in export sales by 261.45 lakhs and domestic sales by 488.48 lakhs. The overall increase was mainly attributable to higher revenue from implementation services, with a significant portion of the growth arising from enhanced business with our existing clients.

Other Income

Our other income was 3.87 lakhs in Fiscal 2023 as compared to 13.86 lakhs in Fiscal 2024, which has increased by 258.14% primarily due to increase in interest income on fixed deposit.

Total Expenses

Our total expenses have increased by 33.62% from 1,545.91 lakhs in Fiscal 2023 to 2,065.61 lakhs in Fiscal 2024. This increase was 196.28 Lakhs due to increase in operating expense, 258.56 Lakhs increase in employee benefit expense, 17.63 lakhs due to increase in finance cost, 12.75 Lakhs due to increase in depreciation and amortisation expense and 34.49 Lakhs due to increase in other expenses.

Operating Expenses

Operating expenses, representing project delivery costs, increased by 41.27%, from 475.57 lakhs in Financial Year 2023 to 671.85 lakhs in Financial Year 2024. This increase was primarily driven by higher implementation service activities. Additionally, the Company had to engage external consultancy services for certain implementation projects, which further contributed to the rise in expenses.

Employee Benefit Expenses

Employee Benefit Expenses increased by 29.42% from 878.96 lakhs in Fiscal 2023 to 1,137.52 lakhs in Fiscal

2024. This increase was primarily attributable to increase in salary, wages, gratuity expenses (including Bonus).

Finance Cost

Finance cost increased by 280.73% from 6.28 lakhs in Fiscal 2023 to 23.91 lakhs in Fiscal 2024, majorly on account of increase in interest of long term borrowings.

Depreciation and Amortization Expenses

Depreciation and amortisation expenses increased by 61.45% from 20.75 lakhs in Fiscal 2023 to 33.5 lakhs in Fiscal 2024, majorly on account of increase in depreciation on property, plant and equipment and Furniture and fittings by 12.75 lakhs.

Other Expenses

Other expenses increased by 20.99% from 164.34 lakhs in Fiscal 2023 to 198.83 lakhs in Fiscal 2024. This was primarily due to increase in sales & business promotion expenses and travelling & conveyance expenses.

Profit Before Tax

Profit before tax has Increased by 208.92% from 114.97 lakhs in Fiscal 2023 to 355.20 lakhs in Fiscal 2024 as a result of overall increase in operations in Fiscal 2024 as compared to Fiscal 2023.

Tax Expenses

Due to increase in our profit before tax, our tax expenses increased by 193.95% out of which current tax expense increased by 222.78% from 29.06 lakhs in Fiscal 2023 to 93.79 lakhs in Fiscal 2024 and our deferred tax expense decreased by 350% from 1.54 lakhs in Fiscal 2023 to -3.85 lakhs in Fiscal 2024

Profit After Tax

During the Fiscal 2024, the revenue from operations increased by 45.26% and other income increase by 258.14% therefore we recorded increase of 214.36% in profit after tax from 84.38 lakhs in Financial year ended March 31, 2023 to 265.26 lakhs in Financial year ended March 31,2024.

Cash Flow

The table below summaries our cash flows from our Restated Consolidated Financial Information for the three months ended June 30, 2025 and for fiscals ended March 31, 2025, 2024 and 2023: ( In lakhs)

Particulars	For three Months ended June 30, 2025	2025	For Fiscal ended 2024	2023
Net cash flow generated from/ (utilized in) operating activities (A)	(875.50)	408.31	40.21	57.85
Net cash flow generated from/ (utilized in) investing activities (B)	(206.73)	(617.27)	(260.86)	(70.91)
Net cash flow generated from/ (utilized in) financing activities (C)	1199.41	338.17	304.82	59.76
Net (decrease)/ increase in cash & cash equivalents (A+B+C)	117.17	129.21	84.16	46.70
Cash and cash equivalents at the beginning of the year	354.17	224.95	140.78	94.07
Foreign Currency Translation	(0.56)	0.01	-	-
Reserve
Cash and cash equivalents at the end of the year	470.78	354.17	224.94	140.78

Cash flow from Operating Activities For Three months ended June 30, 2025

Net cash flow utilized in our operating activities was 875.50 lakhs for the period ended June 30, 2025. Our operating profit before working capital changes was 477.38 lakhs during the period ended June 30, 2025, which was the result of the profit before tax for the fiscal of 270.40 lakhs adjusted primarily for depreciation of 32.74 lakhs, finance costs of 25.05 lakhs, gratuity expense of 10.57 lakhs, interest income of 4.70 lakhs, Loss/gain on sale of fixed assets of 1.55 Lakhs, Balance written off of .036 lakhs and Capital reserve adjustment of 141.72 Lakhs. Our movements in working capital primarily consisted of increase in trade payables of 418.03 lakhs, increase in other current liabilities of 409.27 lakhs, increase in provision of 122.94 lakhs, decrease in other current assets of 1.00 lakhs, increase in trade receivables of 541.32 lakhs, increase in inventories of

520.53 lakhs, increase in other current asset of 907.78 lakhs, increase in loan and advances of 321.72 lakhs and Taxes paid amounted to 10.78 lakhs.

For the Fiscal ended March 31, 2025

Net cash flow generated in our operating activities was 408.31 lakhs for the period ended March 31, 2025. Our operating profit before working capital changes was 1,060.74 lakhs during the period ended March 31, 2025, which was the result of the profit before tax for the fiscal of 890.38 lakhs adjusted primarily for depreciation of

53.38 lakhs, finance costs of 58.94 lakhs, gratuity expense of 40.21 lakhs, interest income of 28.98 lakhs,

Loss/gain on sale of fixed assets of .26 Lakhs, Balance written back of 2.94 lakhs, Bad debts of 4.28 Lakhs and Capital reserve adjustment of 45.74 Lakhs. Our movements in working capital primarily consisted of increase in trade payables of .72 lakhs, increase in other current liabilities of 27.38 lakhs, increase in provision of 1.16 lakhs, increase in other current assets of 59.48 lakhs, increase in trade receivables of 407.08 lakhs, increase in loan and advances of 29.48 lakhs and Taxes paid amounted to 185.67 lakhs.

For the Fiscal ended March 31, 2024

Net cash flow generated in our operating activities was 40.21 lakhs for the period ended March 31, 2024. Our operating profit before working capital changes was 418.37 lakhs during the period ended March 31, 2024, which was the result of the profit before tax for the fiscal of 355.20 lakhs adjusted primarily for depreciation of 33.50 written back of 1.45 lakhs. Our movements in working capital primarily consisted of decrease in trade payables of 29.76 lakhs, decrease in other current liabilities of 126.63 lakhs, increase in provision of 0.63 lakhs, increase in other current assets of 13.31 lakhs, increase in trade receivables of 48.01 lakhs and Taxes paid amounted to

161.08 lakhs.

For the Fiscal ended March 31, 2023

Net cash flow generated in our operating activities was 57.85 lakhs for the period ended March 31, 2023. Our operating profit before working capital changes was 143.62 lakhs during the period ended March 31, 2023, which was the result of the profit before tax for the fiscal of 104.85 lakhs adjusted primarily for depreciation of 20.75 lakhs, finance costs of 6.28 lakhs, gratuity expense of 15.61 lakhs, interest income of 3.72 lakhs and Balance written back of 0.14 lakhs. Our movements in working capital primarily consisted of increase in trade payables of 11.22 lakhs, increase in other current liabilities of 125.46 lakhs, increase in provision of 10.85 lakhs, increase in other current assets of 53.69 lakhs, increase in trade receivables of 68.69 lakhs and Taxes paid amounted to 110.91 lakhs.

Cash flow from Investing Activities For Three month ended June 30, 2025

Net cash flow utilized in investing activities was 206.73 lakhs for the period ended June 30, 2025. This is primarily attributable to purchase of fixed assets of 284.78lakhs, investments matured of 73.34 lakhs, These payments were offset by proceeds from interest income of 4.70 lakhs.

For the Fiscal ended March 31, 2025

Net cash flow utilized in investing activities was 617.27 lakhs for the fiscal ended March 31, 2025. This is primarily attributable to purchase of fixed assets of 719.42 lakhs, investments matured of 73.17 lakhs. These payments were offset by proceeds from interest income of 28.98 lakhs.

For the Fiscal ended March 31, 2024

Net cash flow utilized in investing activities was 260.86 lakhs for the fiscal ended March 31, 2024 which can be attributed to purchase of fixed assets of 112.60 lakhs and investment in fixed deposits of 160.67 lakhs. These payments were partially offset by proceeds from interest income of 12.41 lakhs.

For the Fiscal ended March 31, 2023

Net cash flow utilized in investing activities was 70.91 lakhs for the fiscal ended March 31, 2023 which is primarily on account of purchase of fixed assets of 74.64 lakhs. These payments were partially offset by interest income of 3.72 Lakhs.

Cash flow from Financing Activities For Three Month ended June 30, 2025

Net cash flow generated in financing activities was 1199.40 lakhs for fiscal ended June 30, 2025 consisting of

Proceeds of Short term borrowings of 349.93 lakhs, Proceeds of long term Borrowings of 163.81 Lakhs, minority Interest of 126.69 Lakhs, Proceeds from issue of shares of 584.03 lakhs and interest expense of 25.06 lakhs.

For the fiscal ended March 31, 2025

Net cash flow generated in financing activities was 338.17 lakhs for fiscal ended March 31, 2025 consisting of Proceeds of Short term borrowings of 341.64 lakhs, repayment of long term Borrowings of 25.13 Lakhs, minority Interest of 30.60 Lakhs, Proceeds from issue of Preference shares of of 50.00 lakhs and interest expense of 58.94 lakhs.

For the Fiscal ended March 31, 2024

Net cash flow utilized in financing activities was 304.82 lakhs for the fiscal ended March 31, 2024 consisting of

Net Proceeds from Short term borrowings of 158.83 lakhs, Net Proceeds from Long term borrowings of 169.90 lakhs and interest expense of 23.91 lakhs.

For the Fiscal ended March 31, 2023

Net cash flow utilized in financing activities was 59.76 lakhs for the fiscal ended March 31, 2023 consisting of repayment of short term borrowings of 1.59 lakhs, Net Proceeds from Long term borrowings of 67.64 lakhs and interest expense of 6.28 lakhs.

Financial Indebtedness

As on November 12, 2025 the total outstanding borrowings of our Company including subsidiaries was 1,562.03 lakhs. The following table sets out the details of the total borrowings outstanding as on November 12, 2025.

	( in Lakhs)
Particulars	As at November 12, 2025
Secured
(a) Cash credit / Pre/Post-shipment credit facilities / Working Capital Demand
	1,292.38
Loan from Banks/FDOD loan/ Vehicle loan and Property Loan
(b) Bank Guarantee	130.00
Unsecured
(b)Loan from related parties/ Directors/ Banks and Others	269.65
Total Borrowings	1,562.03#

#Excluding the non-fund based facilities which comprises of bank guarantees amounting to 130.00 Lakhs.

In the event, any of our lenders declare an event of default, such current and any future defaults could lead to acceleration of our repayment obligations, termination of one or more of our financing agreements or force us to sell our assets, any of which could adversely affect our business, results of operations and financial condition.

Contingent Liabilities and Commitments

The following table sets forth our contingent liabilities as at June 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023 as per the Restated Consolidated Financial Information:

	Lakhs)
Particulars	As at June 30, 2025	As at March 31, 2025	As at March 31, 2024	As at March 31, 2023
Contingent Liabilities
(i) Registrar of Companies*	3.00	-	-	-
(ii) Performance guarantees**	120.00	120.00	-	-
(iii) TDS & Income tax	45.26	-	-	-
Demands ***

*The company failed to pay dividends through the specific bank account instead using a personal bank account, violating compliance requirements. The Registrar of Companies (ROC) raised a approx. Rs.3,00,000 demand for this breach. The company has filed the adjudication form. This matter highlights penalties for non-compliance under the Companies Act. ** Performance Guarantee from ICICI Bank.

*** (a) Outstanding income tax demand as reflected on the Income Tax Portal:

?‚? Veear Projects and Tech Private Limited 27,54,192 ?‚? Genxai Platform Private Limited 1,380 ?‚? Genxai Softgrid Private Limited 206

*** ( (b) Outstanding demand as reflected on the TRACES portal:

?‚? Veear Projects and Tech Private Limited 16,52,700 ?‚? Logimetrix Techsolutions Private Limited 71,890 ?‚? Genxai Analytics Private Limited 41,570 ?‚? Genxai Platform Private Limited 3,290

Genxai Softgrid Private Limited 450

It is not practical for our Company to estimate the timings of cash outflow, if any in respect of above pending resolutions of the respective proceedings.

Related Party Transactions

We enter into various transactions with related parties. For further information, please refer to the chapter titled

" Restated Consolidated Financial Information " beginning on page 266 of this Draft Red Herring Prospectus.

Off-Balance Sheet Items

We do not have any other off-balance sheet arrangements, derivative instruments or other relationships with any entity that have been established for the purposes of facilitating off-balance sheet arrangements.

Effect of Inflation

We are affected by inflation as it has an impact on the wages, etc. in line with changing inflation rates; we rework our margins so as to absorb the inflationary impact.

Reservations, Qualifications and Adverse Remarks

Except as disclosed in chapter titled " Restated Consolidated Financial Information " beginning on page 266 of this Draft Red Herring Prospectus, there have been no reservations, qualifications and adverse remarks.

Material Frauds

There are no material frauds, as reported by our statutory auditor, committed against our Company, in the last three fiscals.

Unusual or Infrequent Events or Transactions

As on date, there have been no unusual or infrequent events or transactions including unusual trends on account of business activity, unusual items of income, change of accounting policies and discretionary reduction of expenses.

Significant Economic Changes that Materially Affected or are Likely to Affect Income from Continuing Operations

Indian rules and regulations as well as the overall growth of the Indian economy have a significant bearing on our operations. Major changes in these factors can significantly impact income from continuing operations. There are no significant economic changes that materially affected our Company s operations or are likely to affect income from continuing operations except as described in chapter titled " Risk Factors " on page 37 of this Draft Red Herring Prospectus.

Known Trends or Uncertainties that have had or are expected to have a Material Adverse Impact on Sales, Revenue or Income from Continuing Operations

Other than as described in the section titled " Risk Factors " on page 37 and in this chapter, to our knowledge there are no known trends or uncertainties that are expected to have a material adverse impact on revenues or income of our Company from continuing operations.

Seasonality of Business

There is no seasonality in our business.

Future Changes in Relationship between Costs and Revenues, in Case of Events Such as Future Increase in Labour or Material Costs or Prices that will Cause a Material Change are known

Other than as described in chapter titled " Risk Factors " on page 37 and in this section, to our knowledge there are no known factors that might affect the future relationship between cost and revenue.

Extent to which Material Increases in Net Sales or Revenue are due to Increased Sales Volume, Introduction of New Products or Services or Increased Sales Prices

Our business has been affected and we expect that it will continue to be affected by the trends identified above and the uncertainties described in the section " Risk Factors " beginning on page 37 of this Draft Red Herring Prospectus.

Changes in revenue in the last three Fiscals are as described in " Results of Operations Information for the Fiscal 2025 compared with Fiscal 2024 " and " Results of Operations Information for the Fiscal 2024 compared with Fiscal 2023 " mentioned above.

Total Turnover of Each Major Industry Segment in Which the Issuer Operates

We operate in only one major segment. Competitive Conditions

We expect competition in our industry from existing and potential competitors to intensify. For further details on competitive conditions that we face across our various business segments, please refer to the chapter titled " Our Business " , " Industry Overview " and " Risk Factors " beginning on pages 191, 132 and 37 of this Draft Red Herring Prospectus.

Status of any Publicly Announced New Products or Business Segments

As on the date of the Draft Red Herring Prospectus, there are no new products or business segments that have or are expected to have a material impact on our business prospects, results of operations or financial condition. Significant Dependence on a Single or Few Customers

The percentage of revenue from operations derived from our top customers is given below:

(in Lakhs)

Sr. No .	Particular s	For the period ended June 30, 2025		Fiscal 2025		Fiscal 2024		Fiscal 2023
		Amount	% of Revenue from Operatio n	Amount	% of Revenue from Operatio n	Amount	% of Revenue from Operatio n	Amoun t	% of Revenue from Operatio n
1	Revenue from Top 1 customer	252.07	14.69%	552.97	19.38%	316.07	13.13%	298.15	17.99%
2	Revenue from Top 5 customer s	839.95	48.94%	1,405.3 6	49.26%	1,090.8 4	45.32%	717.56	43.30%
3	Revenue from Top 10 customer s	1,079.5 8	62.90%	1,861.1 2	65.23%	1,521.1 5	63.20%	1,038.8 7	62.70%