Globtier Infotech Ltd Management Discussions

OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our “Restated Consolidated Financial Statements” which have been included in this Prospectus. The following discussion and analysis of our financial condition and results of operations is based on our Restated Consolidated Financial Statements for the fiscal years ended on March 31, 2025, 2024 and 2023, including the related notes and reports, included in this Prospectus prepared in accordance with requirements of the Companies Act and restated in accordance with the SEBI Regulations, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries. Our Restated Consolidated Financial Statements have been derived from our auditedfinancial statements for the respective years. Accordingly, the degree to which our Restated Consolidated Financial Statements will provide meaningful information to a prospective investor in countries other than India is entirely dependent on the readers level offamiliarity with Indian GAAP, the Companies Act, SEBI Regulations and other relevant accounting practices in India.

Some of the information contained in this section, including information with respect to our strategies, contains forward-looking statements that involve risks and uncertainties. You should read the section titled “Forward - Looking Statements” beginning on page 24 of this Prospectus for a discussion of the risks and uncertainties related to those statements and also the sections titled “Risk Factors” and “Our Business” beginning on pages 34 and 137, respectively, of this Prospectus for a discussion of certain factors that may affect our business, results of operations, and financial condition. The actual results of the company may differ materially from those expressed in or implied by these forward-looking statements.

Unless otherwise stated, references to “the company”, “our company”, “we”, “us”, and “our” are to Globtier Infotech Limited.

Our fiscal year ends on March 31 of each year. Accordingly, all references to a particular fiscal year are to the 12 months ending March 31 of that year.

BUSINESS OVERVIEW

Our Company was incorporated as “Globtier Infotech Private Limited” under the provisions of the Companies Act, 1956, pursuant to certificate of incorporation dated March 31, 2012 issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana. Further, our Company shifted its Registered Office from the State of Delhi to Uttar Pradesh and a fresh Certificate of Incorporation dated February 19, 2021 was issued by Registrar of Companies, Kanpur. Subsequently, our Company was converted into public limited company under the provisions of Companies Act, 2013, pursuant to the approval accorded by our Shareholders at the Extraordinary General Meeting held on August 02, 2024. Consequently, the name of our Company was changed to “Globtier Infotech Limited” and a fresh Certificate of Incorporation consequent upon conversion from a private limited company to a public limited company was issued to our Company by the Central Processing Centre on September 18, 2024. The registered office of our company is situated at B-67, 3rd Floor, Sector 67, Gautam Buddha Nagar, Noida, Uttar Pradesh, India, 201301.

The Corporate Identification Number of our Company is U72900UP2012PLC142156.We are a Managed IT and SAP Support Service provider, empowering businesses with IT solutions. Our offerings cover a wide range of IT services tailored to the needs of businesses of all sizes, from Small and Medium-Sized Enterprises (SMEs) to larger organizations across various industries. We focus on delivering solutions that help our clients adapt to industry changes, improve processes, and achieve their growth objectives from IT services.

Our journey in the business of IT services began in 2004, when Rajiv Shukla, the Promoter of our Company, started a proprietorship firm under the name M/s Globtier Infotech. Initially, the firm focused on application development, delivering solutions to meet clients software needs. As the business grew, Rajiv Shukla envisioned a formal corporate structure, one that could support expansion and cater to a broader array of clients. This led to the incorporation of Globtier Infotech Private Limited on March 31, 2012, creating a corporate entity that was formed to acquire assets, liabilities, and ongoing operations of the erstwhile proprietorship firm, M/s Globtier Infotech. we have introduced cost-saving strategies for clients, such as process automation and streamlined resource management, designed to optimize efficiency. These strategies enable clients to achieve their business optimisation while benefiting from efficient use of resources.

Our Company has two subsidiaries, namely, Globtier USA, LLC and BOTGO Technologies Private Limited.

Our approach combines IT industry knowledge and technical capabilities to ensure that each client receives solutions specifically aligned with their needs. Our commitment to quality in all our services is supported by adherence to established IT practices, which allows us to deliver reliable results.

Our Registered Office is located in Noida, where we conduct the majority of our operations, and we maintain a Business Continuity Plan (BCP) facility in Bangalore to ensure service reliability. Both locations are equipped with connectivity, allowing us to provide uninterrupted services to our clients. To support our operations, we have invested in a strong communication infrastructure and a backup pool of skilled professionals who can step in when needed. We place a high priority on security, analytics and monitoring systems, alongside secure physical access controls, to protect our operations.

Our company provides mainly the following services to its clients:

• IT FMS support

• Application Support

• Application Development

• Staff Augmentation

• Digital Transformation

• Cloud Solutions

• Infosec Services

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR

In the opinion of the board of directors of our company, since the date of the last financial statements disclosed in this Prospectus, there have not arisen any circumstance that materially and 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.

KEY FACTORS AFFECTING THE RESULTS OF OPERATION

We believe that the following factors have significantly affected our results of operations and financial condition during the periods under review and may continue to affect our results of operations and financial condition in the future:

1. Our ability to successfully implement our strategy, our growth and expansion in accordance with the technological changes;

2. Failure to anticipate and develop new services and enhance existing services in order to keep pace with rapid changes in technologies and the industries we focus on;

3. The business or financial condition of our clients or the economy generally, or any developments in the IT sector in macro-economic factors, which may affect the rate of growth in the use of technology in business, type of technology spending by our clients, and the demand for our services;

4. Fail to attract, retain and manage the transition of our management team and other skilled professionals;

5. Change in demand for IT products and services, particularly for IT infrastructure services & enterprise software solutions;

6. Our ability to protect our intellectual property rights and not infringe on the intellectual property rights of other parties;

7. Ability to respond to technological changes;

8. General economic and business conditions in the markets in which we operate and in the local, regional and national economies;

9. Failure to obtain any approvals, licenses, registrations and permits in a timely manner;

10. Pricing pressure due to intense competition in the market for IT Services;

11. Changes in political and social conditions in India or in countries that we may enter, the monetary and interest rate policies of India;

12. Conflicts of interest with affiliated companies, the promoter group and other related parties;

OUR SIGNIFICANT ACCOUNTING POLICIES

For Significant accounting policies, please refer Significant Accounting Policies and Notes to Accounts, under the chapter titled “Restated Consolidated Financial Statements" beginning on page 197 of this Prospectus.

KEY PERFORMANCE INDICATORS AND CERTAIN NON-GAAP MEASURES

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

EBITDA and EBITDA Margin

EBITDA is defined as our profit/loss before tax, finance cost, depreciation and amortization. Profit/loss before tax margin is defined as profit/loss before tax divided by revenue from operations. EBITDA margin is defined as our EBITDA as a percentage of revenue from operations.

The following table reconciles our profit/loss before tax (an AS financial measure) to EBITDA for the years indicated:

Particulars	For the year ended on March 31,
	2025	2024	2023
Net Profit, as Restated	549.63	373.59	335.02
Add: Depreciation	297.54	85.35	95.77
Add: Interest on Loan	181.42	161.21	155.30
Add: Income Tax/ Deferred Tax	190.11	144.72	121.66
Less: Other Income	(42.05)	(8.93)	(37.00)
EBITDA	1,176.65	755.94	670.75
Revenue from Operations	9,438.96	8,817.59	8,624.49
EBITDA Margin	12.47%	8.57%	7.78%

The following table sets forth certain key performance indicators for the years indicated:

Particulars	For the year ended on March 31,
	2025	2024	2023
Revenue from Operations	9,438.96	8,817.59	8,624.49
Total Income	9,481.01	8,826.52	8,661.49
EBITDA (2)	1,176.65	755.94	670.75
EBITDA Margin (3)	12.47%	8.57%	7.78%
Profit After Tax	549.63	373.59	335.02
PAT Margin (4)	5.82%	4.24%	3.88%
Debt Equity Ratio (5)	0.60	0.87	0.74
ROCE (6)	47.68%	45.39%	51.07%
ROE (7)	31.55%	29.44%	36.62%

1) EBITDA is calculated as Profit for the year, plus total tax expenses (consisting of current tax and deferred tax), finance costs, depreciation and amortization expenses minus other income.

2) EBITDA Margin is calculated as EBITDA as a percentage of revenue from services.

3) PAT Margin is calculated as restated PATfor the year as a percentage of revenue from services.

4) Debt Equity Ratio is calculated as Total Debt divided by Total Equity.

5) ROCE is calculated as Earnings before Interest and Taxation (EBIT) for the year divided by shareholder S equity plus non-current liabilities.

6) ROE is calculated as restated PATfor the year divided by average Shareholders fund.

PRESENTATION OF FINANCIAL INFORMATION

These Restated Consolidated Financial Information have been compiled by the management from the Restated Consolidated Audited financial statements of the Company for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 which have been prepared in accordance with the accounting standards notified under the Section 133 of the Act (“Indian GAAP”) and other accounting principles generally accepted in India which have been restated in accordance with the SEBI (ICDR) Regulations by M/s Sri Prakash & Co., Chartered Accountants, Delhi and Peer Review Auditor of the Company.

The policies have been consistently applied by our Company in preparation of the Restated Consolidated Financial Statements and are consistent with those adopted in the preparation of financial statements for the financial year ended March 31, 202.

The Restated Consolidated Financial Statements have been prepared so as to contain information / disclosures and incorporating adjustments set out below in accordance with the SEBI ICDR Regulations:

• Adjustments to the profits or losses of the earlier years for the changes in accounting policies if any to reflect what the profits or losses of those periods would have been if a uniform accounting policy was followed in each of these years and of material errors, if any;

• Adjustments for reclassification of the corresponding items of income, expenses, assets and liabilities, retrospectively for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, in order to bring them in line with the groupings as per the Restated Consolidated Financial Statements for the year ended March 31, 2025 and the requirements of the SEBI ICDR Regulations, if any; and

• The resultant impact of tax due to the aforesaid adjustments, if any.

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 comprise the following: (i) Sale of services.

Other Income

Other income includes (i) interest on IT refund, (ii) interest on FDR, (iii) Profit on sale of fixed assets, (iv) Gain/Loss on foreign exchange fluctuation (v) interest on security deposits and (vi) Miscellaneous income.

Employee benefits expenses

Employee benefits expenses primarily include (i) Directors Remuneration (ii)Salary, Wages & Bonus, (iii) Gratuity expenses (iv) Contribution to Provident and Other Funds and (v) Staff Welfare expenses etc.

Other Expenses

Other expense mainly includes Auditor remunerations, Advertisement and marketing expense, Bad debts written off, Business promotion and development expenses, Bank and other charges, Communication expenses Donation expenses, Electricity expenses, Insurance expenses, Gain/Loss on foreign exchange fluctuation, Legal & professional fees, Manpower &employee, Office expenses, Repair and maintenance- other, Rent for building, Rental for machine & equipment, Software development and consulting expenses, Tour, travelling and conveyances expenses, expenses towards corporate social responsibility.

Depreciation and Amortization expense

Depreciation includes depreciation on property, plant and equipment and depreciation on intangible assets. Finance Charges

Finance charges include interest expense on term loan, on other, on cash credit and overdraft, on statutory dues and Processing charges.

Tax Expenses

Tax expenses include provision for current tax, deferred tax charges/(benefit) and MAT credit entitlement. REVENUE CONTRIBUTION FROM VARIOUS TYPES OF SERVICES

Type of Service	Financial Year ended March 31,
	2025	2024	2023
1. Application Support	4,261.05	2,901.40	3,532.24
% to Revenue from Operations	45.14%	32.90%	40.96%
2. SAP Services	1,291.28	1,369.88	1,007.75
% to Revenue from Operations	13.68%	15.54%	11.68%
3. T&M Support	322.26	538.79	446.07
% to Revenue from Operations	3.41%	6.11%	5.17%
4. Infra Support	2,269.86	2,370.30	2,151.73
% to Revenue from Operations	24.05%	26.88%	24.95%
5. Aggregator Module	993.07	1,569.02	989.12
% to Revenue from Operations	10.52%	17.79%	11.47%
6. Agency Contracting	265.73	63.06	425.27
% to Revenue from Operations	2.82%	0.72%	4.93%
7. One Time Hiring	35.71	5.15	72.31
% to Revenue from Operations	0.38%	0.06%	0.84%
TOTAL 9,438.96	8,817.59	8,817.59

RESULTS OF OUR OPERATIONS

The following table sets forth detailed total income data from our Restated Statement of profit and loss for the Financial Years March 31, 2025, 2024 and 2023, the components of which are also expressed as a percentage of total Income for such period.

Particulars	For the year ended on March 31,
	2025		2024		2023
	Amount	% of total revenue	Amount	% of total revenue	Amount	% of total revenue
Revenue from Operations	9,438.96	99.56%	8,817.59	99.90%	8,624.49	99.57%
Other Income	42.05	0.44%	8.93	0.10%	37.00	0.43%
Total Income	9,481.01	100.00%	8,826.52	100.00%	8,661.49	100.00%
Expenses:
Employee Benefit Expenses	4,437.86	46.81%	4903.97	55.56%	4302.89	49.68%
Other Expenses	3,824.45	40.34%	3157.68	35.77%	3650.85	42.15%
Finance Cost	181.42	1.91%	161.21	1.83%	155.30	1.79%
Depreciation & Amortization Expense	297.54	3.14%	85.35	0.97%	95.77	1.11%
Total Expenses	8,741.27	92.20%	8308.21	94.13%	8204.81	94.73%
EBITDA	1,176.65	12.41%	755.94	8.56%	670.75	7.74%
Profit before Tax	739.74	7.80%	518.31	5.87%	456.68	5.27%
Tax Expenses:
Total Tax Expenses	190.11	2.01%	144.72	1.64%	121.66	1.40%
Profit after Tax as Restated	549.63	5.80%	373.59	4.23%	335.02	3.87%

REVIEW OF RESULTS OF OPERATIONS FOR THE PERIOD ENDED 31^st MARCH 2025 TOTAL INCOME:

Revenue from operations

The Total Income from operations for the period ended on March 31, 2025, was Rs. 9,438.96 Lakhs which has been growing as compared to previous year.

Other Income:

Other income of the company was Rs. 42.05 lakhs constituting mainly below mentioned incomes:

Particular	2024-25
Interest on IT refund	11.53
Interest on FDR	0.08
Profit on sales of fixed assets	-
Gain/Loss on foreign exchange fluctuation	-
Miscellaneous Income	30.44
Total	42.05

EXPENDITURE

Employee Benefit Expenses

Employee Benefit expenses were Rs. 4,437.86 lakhs representing 46.81% of Total Income for the period ended March 31, 2024. Employee Benefit Expenses includes directors remuneration, Salaries Wages & Bonus, gratuity expenses, contribution to provident fund and other funds and staff welfare expenses.

Finance Charges

Finance expense was Rs. 181.42 lakhs representing 1.91% of Total Income for the period ended March 31, 2025. Finance costs include interest expense on term loans, on other, on cash credits & overdrafts, on statutory dues and processing charges.

Depreciation and Amortization

The Depreciation and amortization expense were Rs. 297.54 lakh representing 3.14% of Total Income for the period ended March 31, 2025. Depreciation mainly includes depreciation on property, plant and equipment and depreciation on intangible assets.

Other Expenses

Other Expenses were Rs. 3,824.45 lakhs representing 40.34% of Total Income for the period ended March 31, 2025. Other expense mainly includes Auditor remunerations, Advertisement and marketing expense, Bad debts written off, Business promotion and development expenses, Bank and other charges, Communication expenses Donation expenses, Electricity expenses, Insurance expenses, Legal & professional fees, Manpower &employee,

Office expenses, Repair and maintenance- other, Rent for building, Rental for machine & equipment, Software development and consulting expenses, Tour, travelling, conveyances expenses and expenses towards corporate social responsibilities.

Profit before Tax

The Profit before Tax for the period ended March 31, 2025, was Rs. 739.74/- lakhs which is 7.80% of the total income.

Profit after Tax (PAT)

As a result of the foregoing, our company recorded profit after tax of Rs. 549.63 lakhs for the period ended March 31, 2025. PAT 5.80% of Total Income of our company for the period ended on March 31, 2025. The increase in PAT was primarily due to increase in revenue from operations and decrease in employee benefit expenses as compared to previous financial year.

COMPARISION OF FINANCIAL YEAR ENDED MARCH 31, 2025 WITH FINANCIAL YEAR ENDED MARCH 31, 2024 BASED ON RESTATED CONSOLIDATED FINANCIAL STATEMENTS

TOTAL INCOME

Our Total Income increased to Rs. 9,481.01 lakhs in financial year 2024-25 from Rs. 8,826.52 lakhs in financial year 2023-24, primarily due to an increase in our Revenue from Operations as mentioned below:

Revenue from operations

Particulars	2024-25	2023-24	2022-23
Revenue from Operations	9,438.96	8,817.59	8,624.49
Growth (%)	7.05%	2.24%	-
CAGR			4.62%

The Revenue from Operations for the financial year ended on FY 2024-25 was Rs. 9,438.96 lakhs as compared to Rs. 8,817.59 lakhs during the FY 2023-24 i.e. an increase by 7.05% in Fiscal 2025 as compared to Fiscal 2024.

Other Income

Other income of the company increased to Rs. 42.05 lakhs in Financial Year 2024-25 from Rs. 8.93 lakhs in Financial Year 2023-24. Increase in interest on refund of income tax and Miscellaneous Income are the main reasons for increase in Other Income for the year Fiscal 2025 as compared to Fiscal 2024.

Other Income	2024-25	2023-24
Interest on IT refund	11.53	4.95
Interest on FDR	0.08	0.24
Profit on sales of fixed assets	-	-
Gain/Loss on foreign exchange fluctuation	-	3.74
Miscellaneous Income	30.44	-
Total	42.05	8.93

The company has written off Sundry Balances of Rs. 30.44 lakhs in Fiscal 2025 which is included in Miscellaneous Income.

Another reason of the increase in the other income is Interest on income tax refund which was Rs. 11.53 lakhs in Fiscal 2025 as compared to Rs. 4.95 lakhs in Fiscal 2024 which is not a regular income.

EXPENDITURE

Our total expenses including depreciation & amortization expense and finance cost increased to Rs. 8,741.27 lakhs for the Fiscal 2025 from 8,308.21 lakhs for the Fiscal 2024. Our total expense was 92.20% of total income in Fiscal 2025 and 94.13% of total income in Fiscal 2024, which is a decrease of 1.93% from previous year. The reasons for change are discussed below:

Employee Benefit Expenses

Employee Benefit expenses decreased to Rs. 4,437. 86 lakhs for Fiscal 2025 which is 46.81% from Rs. 4,903.97 lakhs for FY 2023-24 which is showing a decrease Rs. 466.11 lakhs as compared to FY 2023-24. The number of employees in the FY 2023-24 were 982 which decreased to 714 in the FY 2024-25.

The decrease in employee benefit expenses is on account of (i) decrease in Salaries, Wages & Bonus from Rs. 4,621.39 lakhs in Fiscal 2024 to Rs 4,139.30 lakhs in Fiscal 2025, (ii) decrease in Contribution to Provident & Other Funds from Rs. 171.90 lakhs in Fiscal 2024 to Rs. 138.89 lakhs in Fiscal 2025, (iii) increase in Staff Welfare from Rs. 16.43 lakhs in Fiscal 2024 to Rs. 26.11 lakhs in Fiscal 2025 (iv) increase in Gratuity Expenses from Rs. (9.66) lakhs in Fiscal 2024 to Rs. 29.66 lakhs in Fiscal 2025.

Other Expenses

Other Expenses increased to Rs. 3,824.45 lakhs in Fiscal 2025 which is 40.34% of total income from Rs. 3,157.68 lakhs in Fiscal 2024 which is 35.77% of total income. The increase was primarily on account of increase in: -

a) Auditor Remunerations increased to Rs. 10.90 lakhs in Fiscal 2025 from Rs. 3.00 lakhs in Fiscal 2024 on account of increased services of restated financials preparations and certification.

b) Bank and other charges increased to Rs. 7.68 Lakhs in Fiscal 2025 from Rs. 0.54 Lakhs in Fiscal 2024.

c) Communication expenses increased to Rs. 14.17 Lakhs in Fiscal 2025 from Rs. 12.27 Lakhs in Fiscal 2024.

d) Donation expenses increased to Rs 0.21 Lakhs in Fiscal 2025 from Rs. 0.11 Lakhs in Fiscal 2024.

e) Electricity expenses increased to Rs. 8.61 Lakhs in Fiscal 2025 from Rs. 4.72 Lakhs in Fiscal 2024.

f) Loss on foreign exchange fluctuation amounting to Rs. 14.16 lakhs in Fiscal 2025.

g) Manpower & employee backup expenses increased to Rs. 392.17 lakhs in Fiscal 2025 from Rs. 272.57 lakhs in Fiscal 2024.

h) Membership fees increased to Rs. 2.21 Lakhs in Fiscal 2025 from Rs. 0.37 Lakhs in Fiscal 2024.

i) Miscellaneous expenses increased to Rs. 17.16 lakhs in Fiscal 2025 from Rs. 6.37 lakhs in Fiscal 2024.

j) Office expenses increased to Rs. 8.07 lakhs in Fiscal 2025 from Rs. 7.34 lakhs in Fiscal 2024.

k) Rent for building increased to Rs. 49.24 lakhs in Fiscal 2025 from Rs. 37.31 lakhs in Fiscal.

l) Software development and consulting expenses increased to Rs. 2,875.53 lakhs in Fiscal 2025 from Rs. 2,349.64 lakhs in Fiscal 2024.

m) Expenditure towards corporate social responsibility amounting to ? 8.20 lakhs in Fiscal 2025 which was not applicable in Fiscal 2024.

This increase was partially offset by the decrease in the following:-

a) Business promotion and development expenses decreased to Rs. 3.05 lakhs in Fiscal 2025 from Rs. 18.46 lakhs in Fiscal 2024;

b) Insurance expenses decreased to Rs. 104.11 lakhs in Fiscal 2025 from Rs. 117.95 lakhs in Fiscal 2024;

c) Rates & taxes decreased to Rs. 17.22 lakhs in Fiscal 2025 from Rs. 24.13 lakhs in Fiscal 2024;

d) Repair and maintenance-others decreased to Rs.5.17 lakhs in Fiscal 2025 from Rs. 6.61 lakhs in Fiscal 2024

e) Rental for machine & equipment decreased to Rs.63.51 lakhs in Fiscal 2025 from Rs. 65.61 lakhs in Fiscal 2024;

f) Tour, travelling and conveyances expenses decreased to Rs.209.05 lakhs in Fiscal 2025 from Rs. 230.66 lakhs in Fiscal 2024;

Finance Charges

Finance expenses increased to Rs. 181.42 lakhs for Fiscal 2025 which is 1.91% of total income from Rs. 161.21 lakhs for Fiscal 2024 which is 1.83% of total income which is showing an increase of Rs. 20.21 lakhs as compared to Fiscal 2024. The increase in the interest expenses is primarily due to new loans by the company in previous year.

The increase in interest expenses is on account of (i) increase in interest on term loans from Rs. 88.60 lakhs in 2023-24 to Rs. 106.30 lakhs in 2024-25; (ii) increase in interest on cash credit and overdraft from Rs. 25.70 lakhs in 2023-24 to Rs. 34.47 lakhs in 2024-25; (iii) increase in processing charges from Rs. 7.93 lakhs in 2023-24 to Rs. 8.90 lakhs in 2024-25 due to new loans availed previous year. These were partially offset by a decrease in (i) interest on other from Rs. 38.98 lakhs in 2023-24 to 31.75 lakhs in 2024-25.

Depreciation

The Depreciation and amortization expense for Fiscal 2025 was Rs. 297.54 lakhs which is 3.14% of total income as against Rs. 85.35 lakhs which is 0.97% of total income for Fiscal 2024 showing an overall increase of Rs. 212.19 lakhs. The increase in the depreciation of intangible assets is due to addition of intangible asset of Rs 513.67 lakhs in 2023-24 and addition of property, plant & equipment of Rs. 295.88 lakhs in Fiscal 2024-25.

Profit before Tax

As a result of the foregoing, we recorded profit before tax of Rs. 739.74 lakhs in 2024-25, which is 7.80% of total income in Fiscal 2025, as compared to Rs 518.31 lakhs which is 5.87% in Fiscal 2024. The increase in profit before tax was primarily due to decrease in employee benefit expenses and increased revenue, as compared to previous financial year.

Profit after Tax

Our profit for the period, increased by 176.04 lakhs amounting to Rs. 549.63 lakhs which is 5.80% of total income in Fiscal 2025 from Rs. 373.59 lakhs in Fiscal 2024 which is 4.23% of total income, as a result of the factors described above.

(i) Increase in revenue from operations from Rs. 8,817.59 lakhs in Fiscal 2024 to Rs. 9,438.96 lakhs in Fiscal 2025.

(ii) Reduction in the employee benefit expenses from 55.56% of total income in Fiscal 2024to 46.81% of total income in Fiscal 2025 amounting to decrease of Rs 466.11 lakhs in 2024-25.

COMPARISION OF FINANCIAL YEAR ENDED MARCH 31, 2024 WITH FINANCIAL YEAR ENDED MARCH 31, 2023 BASED ON RESTATED CONSOLIDATED FINANCIAL STATEMENTS

TOTAL INCOME

Our Total Income increased to 8,826.52 lakhs in Financial Year 2023-24 from 8,661.49 lakhs in Financial Year

2022-23, primarily due to an increase in our Revenue from Operations as discussed below:

Revenue from operations

Particulars	2023-24	2022-23	2021-22
Revenue from Operations	8,817.59	8,624.49	6,809.99
Growth (%)	2.24%	26.64%	-
CAGR		13.11%

The Total Revenue from operations for the year ended on FY 2023-24 was Rs. 8,817.59 lakhs as compared to Rs. 8,624.49 lakhs during the FY 2022-23 i.e., an increase by 2.24% in FY 2023-24 as compared to FY 2022-23.

Since the company was restructuring its portfolio of projects by eliminating the projects where the margins are comparatively lower as compared to other projects, the company has not renewed all the projects worth Rs. 8.00 cr. which resulted in a minimal growth but there was overall increase in revenue as compared to the previous year.

Other Income

Other income of the company decreased to 8.93 lakhs in Financial Year 2023-24 from 37.00 lakhs in Financial Year 2022-23. Decrease in interest on refund of income tax and the Gain on foreign exchange fluctuation are the main reasons for decrease in Other Income for the year Financial Year 2023-24 as compared to FY 2022-23.

Other Income	2023-24	2022-23
Interest on IT refund	4.95	21.07
Interest on FDR	0.24	-
Profit on sales of fixed assets	-	1.09
Gain/Loss on foreign exchange fluctuation	3.74	14.84
Interest on security deposits	-	-
Total	8.93	37.00

The major reason of the decline in the other income is decrease in Gain on foreign exchange fluctuation as compared to 2022-23.

Another reason of the decrease in the other income is Interest on income tax refund which was Rs 4.95 lakhs in

2023-24 as compared to Rs 21.07 lakhs in 2022-23 which is not a regular income.

EXPENDITURE

Our total expenses including depreciation & amortization expense and finance cost increased to Rs. 8,308.21 lakhs for the FY 2023-24 from Rs. 8,204.82 lakhs for the FY 2022-23. Our total expense was 94.13% of total income in FY 2023-24 and 94.73% of total income in FY 2022-23, which is a decrease of 0.60%. The reasons for change are discussed below:

Employee Benefit Expenses

Employee Benefit expenses increased to Rs. 4,903.97 lakhs for FY 2023-24 which is 55.56% from Rs. 4,302.89 lakhs for FY 2022-23 which is showing an increase Rs. 601.08 lakhs as compared to FY 2022-23. The increase in employee benefit expenses is primarily due to hiring of new employees. The number of employees in the year

2022-23 were 800 which increased to 982 in the year 2023-24.

The increase in employee benefit expenses is on account of (i) increase in Salaries, Wages & Bonus from Rs 3,978.49 lakhs in Fiscal 2023 to Rs 4,621.39 lakhs Fiscal 2024, (ii) increase in Contribution to Provident & Other Funds from Rs. 164.91 lakhs in Fiscal 2023 to Rs. 171.90 lakhs in Fiscal 2024, (iv) increase in Staff Welfare from Rs. 12.37 lakhs in Fiscal 2023 to Rs. 16.43 lakhs in Fiscal 2024. These were partially offset by a decrease in Gratuity Expenses from Rs. 43.22 lakhs in Fiscal 2023 to Rs (9.66) lakhs in Fiscal 2024.

Other Expenses

Other Expenses decreased to Rs. 3,157.68 lakhs in Fiscal 2024 which is 35.77% of total income from Rs. 3,650.85 lakhs in Fiscal 2023 which is 42.15% of total income. The decrease was primarily on account of decrease in: -

a) Bad debts written off decreased to Nil in Fiscal 2024 from Rs. 5.98 lakh in Fiscal 2023 on account of better follow-up with the clients.

b) Business promotion and development expenses decreased to Rs. 18.46 lakhs in Fiscal 2024 from Rs. 34.10 lakhs in Fiscal 2023 on account of number of lesser clients as compared to previous year.

c) Bank and other charges decreased to Rs. 0.54 Lakhs in Fiscal 2024 from Rs. 4.29 Lakhs in Fiscal 2023.

d) Communication expenses decreased to Rs. 12.27 Lakhs in Fiscal 2024 from Rs. 19.62 Lakhs in Fiscal 2023.

e) Donation expenses decreased to Rs 0.11 Lakhs in Fiscal 2024 from Rs. 0.16 Lakhs in Fiscal 2023.

f) Electricity expenses decreased to Rs. 4.72 Lakhs in Fiscal 2024 from Rs. 6.82 Lakhs in Fiscal 2023.

g) Membership fees decreased to Rs. 0.37 Lakhs in Fiscal 2024 from Rs. 1.85 Lakhs in Fiscal 2023.

h) Office expenses decreased to Rs. 7.34 lakhs in Fiscal 2024 from Rs. 18.50 lakhs in Fiscal 2023.

i) Repair and maintenance - others decreased to Rs. 6.61 lakhs in Fiscal 2024 from Rs. 7.33 lakhs in Fiscal 2023

j) Rent for building decreased to Rs. 37.31 lakhs in Fiscal 2024 from Rs. 47.89 lakhs in Fiscal 2023 due to vacation of one office place.

k) Software development and consulting expenses decreased to Rs. 2,349.64 lakhs in Fiscal 2024 from Rs. 3,190.42 lakhs in Fiscal 2023.

This decrease was partially offset by the increase in the following: -

a) Insurance expenses increased to Rs. 117.95 lakhs in Fiscal 2024 from Rs. 29.47 lakhs in Fiscal 2023;

b) Manpower & employee backup expenses increased to Rs. 272.57 lakhs in Fiscal 2024 from Rs. 32.99 lakhs in Fiscal 2023 because of hiring of more contractual employees during the year.

c) Rates & taxes increased to Rs. 24.13 lakhs in Fiscal 2024 from Rs. 6.99 lakhs in Fiscal 2023;

d) Miscellaneous expenses decreased to Rs.6.37 lakhs in Fiscal 2024 from Rs. 7.40 lakhs in Fiscal 2023;

e) Rental for machine & equipment increased to Rs.65.61 lakhs in Fiscal 2024 from Rs. 56.61 lakhs in Fiscal 2023;

f) Tour, travelling and conveyances expenses increased to Rs.230.66 lakhs in Fiscal 2024 from Rs. 180.42 lakhs in Fiscal 2023;

Finance Charges

Finance expenses increased to Rs. 161.21 lakhs for FY 2023-24 which is 1.83% of total income from Rs. 155.30 lakhs for FY 2022-23 which is 1.79% of total income which is showing an increase of Rs. 5.92 lakhs as compared to FY 2022-23. The increase in the interest expenses is primarily due to new loans in the company in 2023-24.

The increase in interest expenses is on account of (i) increase in interest on other loans from Rs. 29.56 lakhs in

2022-23 to Rs. 38.98 lakhs in 2023-24; (ii) increase in interest on cash credit and overdraft from Rs. 12.11 lakhs in 2022-23 to Rs. 25.70 lakhs in 2023-24; (iii) increase in processing charges from Rs. 5.64 lakhs in 2022-23 to Rs. 7.93 lakhs in 2023-24 due to new loans. These were partially offset by a decrease in (i) interest on statutory dues from Rs. 18.79 lakhs in 2022-23 to Nil in 2023-24.

Depreciation

The Depreciation and amortization expense for FY 2023-24 was Rs. 85.35 lakhs which is 0.97% of total income as against Rs. 95.77 lakhs which is 1.11% of total income for FY 2022-23 showing an overall reduction of Rs. 10.42 lakhs mainly on account of usual wear and tear in plant and equipment amounting Rs. 19.56 lakhs which is partially set off by an increase in depreciation in intangible asset to amounting to Rs 9.14 lakhs during the FY

2023-24. The increase in the depreciation of intangible assets is due to transfer of work in progress amount of intangible asset of Rs 399.76 lakhs in 2022-23 to Depreciable intangible asset in 2023-24.

Profit before Tax

As a result of the foregoing, we recorded profit before tax of Rs. 518.31 in 2023-24, which is 5.87% of total income in FY 2023-24, as compared to Rs. 456.68 which is 5.27% in FY 2022-23. The increase in profit before tax was primarily due to decrease in other expenses and depreciation, as compared to previous financial year.

Profit after Tax

Our profit for the period, increased by 38.57 lakhs amounting to Rs. 373.59 which is 4.23% of total income in Fiscal 2024 from Rs. 335.02 in Fiscal 2023 which is 3.87% of total income, as a result of the factors described above.

(i) Restructuring the client base by eliminating or not renewing the very low margins or negative margins projects.

(ii) Reduction in the Other Expenses by 6.38% from 42.15% of total income to 35.77% of total income amounting to decrease of Rs 493.17 lakhs in 2023-24.

CASH FLOWS

The following table sets forth selected information from our statement of cash flows for the periods indicated:

Particulars	2024-25	2023-24	2022-23
Net Cash Flows from / (used in) operating activities (A)	703.15	15.34	592.58
Net Cash Flows from / (used in) investing activities (B)	(392.82)	(198.35)	(528.14)
Net Cash Flows from / (used in) financing activities (C)	(220.56)	293.22	(409.25)
Net increase / (decrease) in cash and cash equivalents (A+B+C)	89.77	110.21	(344.81)
Cash and Cash equivalent at the beginning of the year	253.29	143.08	487.89
Cash and Cash equivalent at the end of the year	343.07	253.29	143.08

Operating A ctivities

2024-25

Net cash generated operating activities during Fiscal 2025 was Rs. 703.15 lakhs. While our profit before tax was Rs. 739.74 lakhs, we had an operating profit before working capital changes of Rs. 1,207.09 lakhs, primarily due to adjustments for Depreciation of Rs. 297.54 lakhs, Interest Expenses & Finance Cost of Rs. 181.42 lakhs, and Interest income of Rs. 11.61 lakhs. Our adjustments for working capital changes for Fiscal 2025 primarily consist of an increase in Trade Receivable of Rs. 923.85 lakhs, increase in other assets of Rs 17.69 lakhs, increase in Trade Payables of Rs. 279.24 lakh, increase in short term provisions of Rs. 23.88 lakhs, increase in long term provisions of Rs. 12.94 lakhs and increase in other current liabilities of Rs. 104.94 lakhs and decrease in other non-current assets of Rs. 1.24 lakh and decrease in short term loans and advances of Rs. 5.00 lakh. Our net cash generated from Operating Activities was Rs. 703.15 lakhs after Income Tax refund of Rs. 10.36 lakhs.

2023- 24

Net cash generated from operating activities during Fiscal 2024 was Rs. 15.34 lakhs. While our profit before tax was Rs. 518.31 lakhs, we had an operating profit before working capital changes of Rs. 763.42 lakhs, primarily due to adjustments for Depreciation of Rs. 85.35 lakhs, Interest Expenses & Finance Cost of Rs. 161.21 lakhs, Unrealized foreign currency gain of Rs. 3.74 lakhs and Interest income of Rs. 5.19 lakhs. Our adjustments for working capital changes for Fiscal 2024 primarily consist of an increase in Trade Receivable of Rs. 322.80 lakhs, increase in other non-current assets of Rs. 0.24 lakhs, increase in short term loans and Advances of Rs. 5.00 lakhs, increase in other assets of Rs 686.62 lakhs, increase in trade payables of Rs. 113.92 lakhs, short term provisions of Rs 31.04 lakhs, other current liabilities of Rs. 103.09 lakhs and decrease in Long Term Provisions of Rs.42.33 lakhs. Our net cash generated from Operating Activities was Rs. 15.34 lakhs after Income Tax refund of Rs. 60.86 lakhs.

2022- 23

Net cash generated in operating activities during Fiscal 2023 was Rs. 592.58 lakhs. While our profit before tax was Rs. 456.68 lakhs, we had an operating profit before working capital changes of Rs. 701.52 lakhs, primarily due to adjustments for Depreciation of Rs. 95.77 lakh, Unrealized foreign currency gain of Rs. 14.84 Lakhs, Interest Expenses & Finance Cost of Rs. 155.30 lakhs, and Interest income of Rs. 21.07 lakhs. Our adjustments for working capital changes for Fiscal 2023 primarily consist of an increase in trade receivables of Rs. 352.19 lakhs, long term loans & advances of Rs. 90.00 lakhs, trade payables of Rs. 22.13 lakhs, long term provisions of Rs 52.10 lakhs, and a decrease in other assets of Rs. 634.23 lakhs, short term provisions of Rs. 8.88 lakhs and other current liabilities of Rs. 114.94 lakhs. Our net cash generated in Operating Activities was Rs. 592.58 lakhs after Income Tax paid of Rs. 251.39 lakhs.

Investing activities

2024- 25

Net cash used in investing activities was Rs. 392.82 lakhs in Fiscal 2025, primarily on account of Rs. 344.28 lakhs used for purchase of Fixed Assets and Rs. 60.15 lakhs used for investment in subsidiaries which was partially offset by proceeds from interest & other income of Rs. 11.61 lakhs.

2023- 24

Net cash used in investing activities was Rs. 198.35 lakhs in Fiscal 2024, primarily on account of Rs. 203.54 lakhs used for purchase of Fixed Assets, which was partially offset by proceeds from interest & other income of Rs. 5.19 lakhs.

2022- 23

Net cash used in investing activities was Rs. 528.14 lakhs in Fiscal 2023, primarily on account of Rs. 549.21 lakhs used for purchase of Fixed Assets, which was partially offset by proceeds from interest & other income of Rs. 21.07 lakhs.

Financing Activities

2024-25

Net cash used in financing activities in Fiscal 2025 was Rs. 220.56 lakhs, which primarily consists of Interest & Finance Cost of Rs. 181.42 lakhs and repayments of long-term borrowings of amount Rs. 11.37 lakhs and repayment of short-term borrowings amounting to Rs. 27.77 lakhs.

2023- 24

Net cash generated in financing activities in Fiscal 2024 was Rs. 293.22 lakhs, which primarily consists of Interest & Finance Cost of Rs. 161.21 lakhs and repayments of long-term borrowings of amount Rs. 35.76 lakhs and proceeds of short-term borrowings amounting to Rs. 490.19 lakhs.

2022-23

Net cash used from financing activities in Fiscal 2023 was Rs. 409.25 lakhs, which primarily consists of Interest & Finance Cost of Rs. 155.30 lakhs, repayment of short-term borrowing of Rs. 168.68 lakhs and repayment of long-term borrowings of Rs. 85.27 lakhs.

FINANCIAL INDEBTEDNESS

As on March 31, 2025, our Company has total outstanding of borrowings from banks and financial borrowings aggregating to Rs. 1,221.01 Lakhs in the ordinary course of business.

RELATED PARTY TRANSACTIONS

Related party transactions involving our promoters, directors, their entities, and relatives primarily pertain to share capital, remuneration, unsecured borrowings, and the purchase and sale of goods and services etc. For further details of such related parties under AS-18, refer chapter titled “Restated Consolidated Financial Statements" beginning on page 197.

CAPITAL EXPENDITURE IN LAST THREE YEARS

Our net capital expenditures include expenditures on tangible assets which primarily include Plant & Machinery, furniture and fixtures, office equipment, vehicle, and computers. The following table sets out our net capital expenditures for the financial year ended on March 31, 2025, March 31, 2024 and March 31, 2023.

Particulars	For the year ended March 31,
	2025	2024	2023
Office Equipments	63.80	38.94	65.00
Furniture & Fixtures	3.29	17.44	2.83
Computers & other accessories	200.99	33.25	38.56
Vehicles	27.79	-	17.41
Intangible Asset	95.24	513.67	19.18
Total	391.11	603.30	142.98

CONTINGENT LIABILITIES

As on the date of this Prospectus, our Company has no contingent liability in the name of claims against the company not acknowledged as debt - bank guarantee etc except mentioned below:

Particulars	As at March 31,
	2025	2024	2023
Estimated amount of contracts remaining to be executed and not provided for	-	-	-
Claims against the Company not acknowledged as debt	-	-	-
Bank Guarantees	-	-	-
Outstanding Tax Demand with Respect to any Revenue Authorities*	-	0.17	0.17

QUALITATIVE DISCLOSURE ABOUT MARKET RISK

In the course of undertaking our business, we are exposed to the following risks arising from financial instruments, which include credit risk, liquidity risk and market risk. Our primary focus is to achieve better predictability of financial markets and seek to minimize potential adverse effects on our financial performance.

Credit Risk

Credit risk is the risk that a customer will fail to perform or fail to pay amounts due causing financial loss. Our exposure to credit risk is influenced mainly by the individual characteristics of each customer and the geography in which it operates. Credit risk is managed through credit approvals, regular follow-ups, and ongoing monitoring of the creditworthiness of customers to whom our company extends credit terms in the normal course of business.

Liquidity Risk

Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with its financial liabilities that are proposed to be settled by delivering cash or another financial asset. Our financial planning has ensured, as far as possible, that there is sufficient liquidity to meet the liabilities whenever due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our reputation. We have practiced financial diligence and syndicated adequate liquidity in all business scenarios.

Market Risk

Market risk is the risk that results in changes in market prices, such as foreign exchange rates, interest rates and other price like equity prices, which will affect our income or the value of our holdings of financial instruments.

The company generates export revenue, which has a little impact on its forex risk. Therefore, foreign currency risk is not material to the company.

Currently, our companys interest rate exposure is mainly related to debt obligations outstanding.

Effect of Inflation

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

Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of statutory dues or repayment of debentures or repayment of deposits or repayment of loans from any bank or financial institution

Except as disclosed in the chapter titled “Restated Consolidated Financial Statements" beginning on page 197, there have been no defaults in payment of statutory dues or repayment of debentures and interest thereon or repayment of deposits and interest thereon or repayment of loans from any bank or financial institution and interest thereon by the company.

INFORMATION REQUIRED AS PER ITEM (11) (II) (C) (iv) OF PART A OF SCHEDULE VI TO THE SEBI REGULATIONS, 2018

Unusual or infrequent events or transactions

Except as described in this Prospectus, there have been no transactions or events during the years under review that, in our judgment, would be considered unusual or infrequent.

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 Indian economy, have a significant bearing on our operations. Major changes in these factors can significantly impact income from continuing operations.

Other than as described in the section titled Risk Factors beginning on page 34, to the best of our knowledge, there are no significant economic changes that materially affect or are likely to affect the income of our Company from continuing operations.

Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue, or income from continuing operations.

Apart from the risks as disclosed under the Chapter titled “Risk Factors” beginning on page 34, in our opinion, there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations.

Future changes in the relationship between costs and revenues.

Apart from the risks disclosed in the chapter titled Risk Factors beginning on page 34, there are no known factors that might affect the future relationship between cost and revenue. Our Companys future costs and revenues will be influenced by the demand-supply situation, technological advancements, innovation and research & development, government policies, global market conditions, and the cost of our services

The extent to which services increase in net sales or revenue are due to quality of our service and increase in number of customers.

Increase in revenue is by and large linked to increases in volume of business activity by the Company.

The extent to which material increases in net sales or revenue are attributable to increased sales volume, the introduction of new products, or higher sales prices.

Increases in revenue are largely linked to the growth in the companys projects and are dependent on the price realization of our services.

Total turnover of each major industry segment in which the issuer company operated.

Relevant Industry data, as available, has been included in the section titled “Our Industry” beginning on page 126 of this Prospectus.

Status of any publicly announced new products or business segments.

Otherwise as stated in the Prospectus and in the section titled “Our Business” appearing on page 137, our company has not publicly announced any new business segment till the date of this Prospectus.

The extent to which business is seasonal.

Business of our company to that extent is not seasonal in nature. Hence, our business is not subject to seasonality or cyclicality.

Any significant dependence on a single or few suppliers or customers.

Our business is substantially dependent on projects awarded by our clients to us. For further details, please refer

to “Risk factor No. 3 - We depend on certain key customers for our revenues. A decrease in the revenues we derive from them could materially and adversely affect our business, results of operations, cash flows and financial condition ” on page 36.

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

Particulars	Financial Year ended March 31,
	2025	2024	2023
Top 1 Customer (%)	43.27%	64.71%	61.20%
Top 3 Customers (%)	60.50%	79.25%	73.56%
Top 5 Customers (%)	67.71%	85.86%	80.31%
Top 10 Customers (%)	77.71%	93.60%	91.11%

The percentage of purchase material and stock in trade derived from our top suppliers is given below:

Particulars	Financial Year ended March 31,
	2025	2024	2023
Top 1 Supplier (%)	14.93%	12.87%	8.22%
Top 3 Suppliers (%)	31.78%	32.17%	22.74%
Top 5 Suppliers (%)	44.62%	43.78%	34.54%
Top 10 Suppliers (%)	63.51%	63.96%	52.97%

Competitive Conditions

We face competition from existing and potential organized and unorganized competitors, which is common for any business. We have, over a period, developed certain competitive strengths which have been discussed in section titled “Our Business" beginning on page 137 of this Prospectus.

Material Frauds

There are no material frauds, as reported by our Statutory Auditor, committed against our Company, in the last three Fiscals.

FINANCIAL INDEBTEDNESS

Our Company has availed term loans in the ordinary course of business for meeting our working capital requirement. Our Company has obtained the necessary consents required under the relevant loan documentation for undertaking activities, including change in our capital structure and change in our Articles of Association and Memorandum of Association. For details in relation to the borrowing powers of the Company, please see the section entitled “Our Management - Borrowing Powers” on page 173.

Further, pursuant to special resolution passed in the Extra Ordinary General Meeting of our Company held on November 04, 2024, the Board of directors has been authorised to borrow money in excess of the aggregate of the paid-up share capital and free reserves of the Company, provided that the total amount borrowed and outstanding at any point of time (apart from the temporary loans obtained from the Companys bankers in the ordinary course of business) shall not exceed the sums of Rs. 10,000 Lakhs.

Financial indebtedness of the Company as at March 31, 2025 are as mentioned below:

Category of borrowing	Sanctioned Amount	Date of Sanction/Disburse ment	Tenor (in months)	Rate of Interest (in %)	Outstanding amount as of March 31, 2025
Secured Borrowings
HDFC Bank Cash Credit Facility	600.00	27-12-2024	On demand	9.60%	542.87
HDFC Bank Bill Discounting Facility	600.00	27-12-2024	On demand	9.60%	27.61
HDFC Bank Vehicle Loan (Amaze)	8.00	26-08-2022	60 Installments	8.30%	4.41
HDFC Bank Vehicle Loan (BMW)	50.21	09-09-2020	60 Installments	7.70%	5.93
HDFC Bank Vehicle Loan (KIA-SONET)	12.00	01-09-2021	60 Installments	7.50%	4.08
Kotak Mahindra Prime Ltd - (CAR-Alpha)	12.00	17-10-2022	60 Installments	8.50%	6.84
HDFC Bank Vehicle Loan (XUV 700)	23.59	15-10-2024	60 Installments	9.10%	22.33
Total Secured Borrowings (A)					614.07
Unsecured Borrowings
Unsecured Loan from Director	-	-	-	-	-
Fedbank Financial Service Limited	30.00	21-06-2022	36 Installments	16.00%	4.08
Fullerton India Credit Company Limited	50.00	03-07-2023	25 Installments	16.00%	11.77
Godrej Finance Limited	51.00	21-06-2024	24 Installments	16.50%	35.82
HDFC Bank - 131644489	51.00	08-07-2022	36 Installments	13.51%	6.73
ICICI Bank Limited	100.00	12-07-2023	36 Installments	15.00%	49.89
IDFC First Bank	50.00	29-06-2022	36 Installments	15.00%	6.72
Kisetsu Saison Finance India Private Limited	60.00	21-08-2024	36 Installments	16.00%	51.88
Poonawalla Fincorp Ltd.	50.32	11-07-2022	36 Installments	15.50%	8.45
Shriram Finance Ltd	50.00	11-07-2023	24 Installments	16.00%	9.45
Standard Chartered Bank	75.00	14-07-2023	36 Installments	15.50%	37.19
Aditya Birla Loan	100.00	12-02-2024	36 Installments	16.00%	0.82
Bajaj Finance Limited	76.16	08-04-2024	84 Installments	16.00%	75.00
Chola Mandalam	35.00	15-06-2024	36 Installments	17.00%	1.14
L&T Finance Limited	50.08	31-08-2024	36 Installments	16.00%	43.27
OXYZO Financial Services Limited	140.00	31-08-2024	24 Installments	16.00%	100.59
Tata Capital Limited	90.00	04-12-2024	36 Installments	14.50%	82.50
Kotak Loan (CSG)	100.00	21-06-2024	36 Installments	16.50%	81.63
Total Unsecured Borrowings (B)					606.93
Total Borrowing (A+B)					1221.00

Principal terms of our Loan:

Our Company has availed a Cash Credit facility from HDFC Limited, which includes the below principal terms:

1. Purpose: The credit facilities sanction letter to the unit is to be utilized for the Business Use only

2. Interest payment: Monthly rests, unless otherwise specified. Interest needs to be serviced by the 3rd of every month.

3. Fees & Charges:

Fees/Charges	Amount (Rs.)/Rate (%)
1. Processing Fees from customer	0.90
2. BB Renewal Fees	0.40

4. Primary Security: Personal Guarantee, Bills for Discounting, Stock, Debtors, Residential Property

5. Collateral Security: Letter of credit of other Bank.

Property Details

Property description/Address	Type of property (Residential/Commercial)	Property Owner	Type of Charge
Residential Property Flat No 220, Second Floor Sector 78 Tower Manhattan 10,	Residential Flat/	Rekha	Equitable
Mahagun Moderne 201305 Near Manthan School.	Apartment	Shukla	Mortgage

6. Personal Guarantors:

• Rekha Shukla

• Rajiv Shukla

7. Other Covenants:

a) Interest Servicing- In case of a CC/OD facility, last day of every month.

Interest to be serviced within 3 days of the applicable due date even if the utilization is within the sanctioned limits.

b) Interest Levy- Charged @ 24.00% p.a. on overdue/delays/defaults of any monies payable.

c) Commitment Charges: Charged @0.50% p.a. on quarterly basis, on the entire unutilized portion, of average utilization is less than 60% <Only for CC/OD facility>

d) Stock Statement: To be submitted monthly with ageing detail, on or before the 7^th day of the month. <Only for CC facility>. The Book debts statements will not include receivables form affiliates of the

borrower (including subsidiaries and employees.

e) Additional Interest levy: @ 0.075% p.a. additional interest levy over existing rate interest on account of:

(i) Maintaining Current Account with Other Bank while facility is granted under Sole Banking (applicable where specific permission is not taken by the customer).

(ii) Deterioration in account conduct.

f) Penal Interest: 0.075% p.a. Penal interest levy over existing rate of interest for:

• Non-submission of documents for renewal of credit facilities.

• Non submission of Stock and Property Insurance policy including renewal policy

• Non-compliance in documentation for the credit facility

g) Penal Interest: 0.50 % p.a Penal Interest levy over Drawing power for non-submission of stock statement.

h) Service Charges- for processing Physical Stock Statement: Rs. 500 for every physical stock statement collected or submitted.

i) Stock Audit Charges:

For Sanctioned limits upto Rs. 5 Cr: Rs. 10,000/- plus taxes as applicable.

For Sanctioned limits above Rs. 5 Cr: Rs. 14,000/- plus taxes as applicable.

j) Conversion Charges (For revising rate of interest): @0.25% plus taxes as applicable on loan outstanding in case of Term loan and on sanctioned amount for other Working Capital Facility (e.g. Cash Credit/ Overdraft etc.) or Rs. 10,000 plus taxes as applicable, whichever is higher.

k) Cersai Charges for creation/modification of security interest on collateral securities: Rs. 100/- per Collateral Security for each creation/modification of charges.

8. Restrictive Covenants:

a) Guarantors not to issue any Personal Guarantee for any other loans without prior written permission of HDFC Bank except for Car Loans, Personal Loans, Home Loans, Educations Loans to be obtained for self and family members.

b) Borrower shall not have any accounts with other Bank/Financial Institutions (for sole banking).

c) Borrower shall not divert any funds to any purpose and launch any new scheme of expansion without prior permission of HDFC Bank.

d) Borrower is required to submit bank statements of other banks in the multiple banking arrangement/consortium along with stock and book debts statements every month. (for multiple banking arrangement/consortium).

e) Processing fees are not refundable once the loan has been sanctioned.

f) Credit Facilities are payable on demand and are subject to annual renewal. Renewal documents are to be submitted 60 days prior to expiry of the limit as mentioned in the facility details above. Bank reserves the right to charge an additional 2% interest rate on the outstanding amount in case the documents are not submitted within the due date. This would be over and above any additional charge, if any, that may have been levied to the customer.

g) In case of takeover of facilities

• Failure to comply with the takeover formalities in respect of the facilities including creation and perfection of security in favor of the Bank will constitute an event of default under the facility documents executed by you with the Bank and the Bank shall be entitled to exercise all the rights available on the occurrence of an event of default, including without limitation our right to recall/ withdraw the facilities and to take steps (such as legal proceedings, enforcement of security etc.) to recover the amounts disbursed under the facilities

• The Borrower to submit No Charge on asset/No Dues/Satisfaction of charge certificate from the existing Bank within 15 days of the first disbursement, failing which an additional interest of 2% on the outstanding amount would be charged to the borrower.

h) In case of a failed takeover, Bank reserves the right to charge the Borrower 1% of the total limits sanctioned as failed takeover charges.

i) Borrower shall give the Bank a minimum 30 days prior of its intention to prepay or foreclose whole or part of the Facility. 4% of the Overall Facility Limits will be charged. For MSME Borrowers, prepayment charges will not be levied if the said borrower is prepaying the floating rate and for fixed rate loans upto 50 lakhs.

j) The Bank will have the right to review its facilities in case of any change in the ownership of the Borrower enterprise. The Borrower to immediately inform HDFC Bank with regard to changes in the shareholding pattern, if any.

k) The Borrower shall not transfer, sell, lease, grant on license or create any third party interest of any nature whatsoever on the Security without the prior written consent of the Bank.

l) Nothing contained in this sanction letter should be deemed to create any right or obligation or interest whatsoever in favour of or against any party and the Borrower shall be liable to execute appropriate loan documents as required by the Bank.

m) The Borrower shall also maintain adequate insurance on these stocks which are customarily insured with the name of the Bank as loss payee in all such policies and deliver to the Bank evidence of the same

Note: Pursuant to the certificate dated August 07, 2025, issued by Statutory & Peer Review Auditor of our Company, Sri Prakash & Co., Chartered Accountants vide UDIN: 25539219BMKHVH8609.