Infinity Infoway Ltd Management Discussions

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our "Financial Statements as Restated" beginning on page 202.

This section may include forward-looking statements that involve risks and uncertainties, and our actual financial performance may materially vary from the conditions contemplated in such forward-looking statements as a result of various factors, including those described below and elsewhere in this Draft Red Herring Prospectus. For further information, see "Forward Looking Statements" beginning on page 23. Also read "Risk Factors" beginning on page 32 for a discussion of certain factors that may affect our business, financial condition or results of operations.

Unless otherwise indicated or the context otherwise requires, the financial information for the Fiscal Year ended on 2025, 2024 and 2023 included herein is derived from the Restated Financial Information, included in this Draft Red Herring Prospectus, have been prepared in accordance with requirements of the Companies Act and Ind AS and restated in accordance with the SEBI Regulations, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries. For further information, see "Financial Statements as Restated" beginning on page 202.

Unless the context otherwise requires, in this section, references to "we", "us", "our", "the Company" or "our Company" refers to Infinity Infoway Limited.

OVERVIEW

Our company is a SaaS (Software as a Service) company majorly involved in the business of providing customized and integrated online ERP Software for industries like manufacturing, education, retail, construction, supply chain management (SCM), customer relationship management (CRM), sales force and many more. We specialize in providing all around software solutions through our services such as Campus Management System and Infinity Enterprise Resource Planning. accounts management and human resource management fields to our clients. Our clientele includes many universities, school and small companies across India.

For further details, please refer "Our Business - Overview" on page 146.

SIGNIFICANT MATERIAL DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL REPORTED

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, except mentioned below, 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:

1. On March 15, 2025, our company entered into a consortium agreement with SRIT India Private Limited and Bourntec Solutions Private Limited. The consortium agreement was further amended on May 2nd, 2025. As per consortium agreement all parties to the agreement are to bid in consortium for tender launched by Department of Higher Education under Madhya Pradesh State Government for implementation Procurement of Services Selection of agency for Developing, Commissioning, Operating & Maintaining Student Registration Software for students seeking admission to government colleges. Our company as per terms of consortium agreement was tasked for development and implementation of the admission portal software and mobile application for students in order to streamline and digitalize college admission process across the government colleges. The tender was awarded on May 13, 2025 and our company has developed the admission portal (https://epravesh.highereducation.mp.gov.in/) and successfully running the same.

KEY FACTORS THAT MAY AFFECT OUR RESULTS OF SERVICES

Our results of services have been, and will be, affected by many factors, some of which are beyond our control. Our results of services and financial conditions are affected by numerous factors including the following:

A. Ability to expand the customer base and develop new products capabilities to meet evolving preferences and generate new sales.

Customer relationships are the core of our business. Our ability to grow our customer base and drive market adoption of our products is affected by the pace at which the educational ERP software industry grows. We expect that our revenue growth will be primarily driven by the pace of adoption of our offerings. This will drive our ability to acquire new customers and increase sales to existing customers, which in turn, will affect our future financial performance.

We have grown our operations by introducing quality services to meet potential requirements of our customers and create market for our services. To service and grow our relationships with our existing customers and to win new customers, we are required to provide them with products that address their quality and other requirements, to anticipate and understand trends in their relevant markets and to continually address their needs as those change and evolve.

Our future growth shall depend on our ability to identify emerging market trends, offer new services coupled with new features to customers, inculcate strong culture of innovation, have trained workforce and latest research and development facilities to enable us to expand the range of our offerings to customers and improve the delivery of our services to increasingly represent our revenue from operations, widened the customer base that we cater to, and typically have a higher margin profile.

B. Sales and Marketing

We have deployed a team of efficient and dedicated marketing professionals for the marketing and promotion of our products. Our marketing team constantly monitors and scours the trends in the market. Regular interaction is required to maintain the client base and to gain insight into the design and specification needs of the diverse clientele. We constantly seek to grow our product reach to underpenetrated geographies, increase the penetration of our products in markets in which we are currently present and widen the portfolio of our products available in those markets by growing our network. Our success is dependent on our ability to enter and expand our network in new markets which is further dependent on our familiarity with the economic condition, customer base and commercial operations in new regions. With limited presence, our ability to gain market share is also dependent on our ability to compete with companies that may have an existing strong presence.

However, we may not be successful in expanding our network or increasing our market presence. Further, we may also face disruptions in selling our services for various reasons such server and cloud disruptions, if we are not able to hire and retain quality work force, natural disasters, absence of professional & technical expertise, etc. which may result in disruptions to our business.

C. Increasing competition in the industry;

We face competition from multiple competitors in the markets in which we operate. Success of our operations depends on our ability to effectively compete, including by continuing to distinguish our brand and products from competition by maintaining our brand perception centered around the values of trust and transparency and by continuing to optimize our product assortment and marketing campaigns to cater to preferences in the markets in which we operate. For further details, see "Business - Competition" on page 161.

D. Changes in fiscal, economic, or political conditions in India

Our results of operations are dependent on the overall economic conditions in the markets in which we operate. Any slowdown in these economies, including due to a global economic slowdown or changes in interest rates, government policies or taxation, social and civil unrest, pandemics and political, economic, or other developments could adversely affect our business and results of operations. Even though there are many factors that affect levels of consumer confidence and spending, demand for jewellery can be relatively inelastic in our markets as it is often purchased for wedding-related, religious, cultural, and sentimental reasons.

KEY PERFORMANCE INDICATORS AND CERTAIN NON-GAAP MEASURES

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

Category	For the Fiscal Year ended March 31,
	2025	2024	2023
Restated (loss) / profit after tax less other income	389.89	329.23	72.74
Add: Total Tax Expense	144.86	117.05	32.68
Add: Finance Costs	3.04	5.09	7.22
Add: Depreciation and Amortization expense	78.27	39.87	33.25
Add: Exceptional Items	-	-	-
Earnings before interest, taxes, depreciation, and amortization expenses (EBITDA)	616.06	491.24	145.89
Revenue from operations	1,319.23	1017.16	517.17
EBITDA Margin	46.70%	48.30%	28.21%

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

ft in lakhs)

Category	For the Fiscal Year ended March 31,			CAGR
	2025	2024	2023
Revenue from Operations	1,319.23	1,017.16	517.17	35.6%
EBIDTA (1)	616.06	491.24	145.89	61%
EBIDTA Margin (%) (2)	46.70%	48.30%	28.21%	18.3%
PAT	419.15	346.62	93.86	64%
PAT Margin (%) (3)	31.77%	34.08%	18.15%	20.4%
ROE (4)	47.33%	104.85%	86.16%	-18.3%
ROCE (5)	43.95%	85.01%	58.82%	-8.7%

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

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

3. PAT Margin is calculated as restated PAT for the year as a percentage of revenue from operations.

4. ROE is calculated as restated PAT for the year divided by average shareholders equity.

5. ROCE is calculated as EBITDA divided by capital employed.

PRESENTATION OF FINANCIAL INFORMATION

These Restated Financial Information have been compiled by the management from:

a) Our audited Ind AS financial statements for the year ended March 31, 2025 prepared in accordance with Ind AS notified under Companies Act, 2013 specified under section 133 of the Act and other accounting principles generally accepted in India which have been approved by the Board of Directors at their meeting held on May 15, 2025.

b) Our audited Ind AS financial statements for the year ended March 31, 2024 prepared in accordance with Ind AS notified under Companies Act, 2013 specified under section 133 of the Act and other accounting principles generally accepted in India which have been approved by the Board of Directors at their meeting held on August 31, 2024.

c) Audited financial statements of the Company for the years ended, on March 31, 2023 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, at the relevant time, which have been Audited and reported by erstwhile Statutory Auditor M/s D. J. Rupareliya & Associates.

The Restated 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 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 Financial Statements and

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

SIGNIFICANT ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations is based on the Restated Financial Statements. For details of significant accounting policies followed by us while preparing our financial statements, see "Financial Statements as Restated" on beginning page 202.

OVERVIEW OF REVENUE & EXPENDITURE

Revenue and Expenses

Our revenue and expenses are reported in the following manner:

Total Revenue

Our Total Revenue comprises of revenue from operations and other income.

> Revenue from Operations - Our revenue from operations majorly comprises of sale of the services of our company like ERP software, QPDS services and other services to our clients.

> Other Income - Our other income primarily includes income from interest on loans and advances and other non-operating income.

Expenses

Our expenses comprise of cost of services consumed, employee benefit expenses, finance costs, depreciation & amortization expenses and other expenses.

> Cost of services consumed - Cost of services consumed primarily consists of server expenses, online exam expenses, electricity expenses etc.

> Employee benefit expenses - Our employee benefit expenses mainly include Salaries and allowances, directors remuneration, bonuses, contribution to provident fund and other funds, gratuity and other staff welfare expenses.

> Finance costs - Our finance costs include interest on secured and unsecured borrowings, lease liabilities and other borrowing costs.

> Depreciation and amortization expenses - Depreciation and amortization expenses majorly comprises of depreciation of property, plant and equipment, On right of use assets and amortization of intangible assets.

> Other expenses - Other expenses comprise of service cost, administration, selling and other expenses.

OUR RESULTS OF OPERATIONS

The following table sets forth selected financial data from our Restated Consolidated Statement of profit and loss for the Fiscal Year ended on March 31, 2025, 2024 and 2023, the components of which are also expressed as a percentage of total revenue for such periods:

Particulars	For the Year ended March 31, 2025		For the Year ended March 31, 2024		For the Year ended March 31, 2023
	Amount	(%)*	Amount	(%)*	Amount	(%)*
Revenue:
Revenue from operations	1,319.23	97.83%	1017.16	98.32%	517.17	96.07%
Other income	29.26	2.17%	17.39	1.68%	21.12	3.93%
Total Revenue	1,348.49	100.00%	1034.55	100.00%	538.29	100.00%
Expenses:
Cost of service consumed	146.96	10.90%	140.09	13.54%	90.47	16.81%
Employee benefits expense	342.91	25.43%	306.13	29.59%	213.05	39.58%
Finance costs	3.04	0.23%	5.09	0.49%	7.22	1.34%
Depreciation and amortization expense	78.27	5.80%	39.87	3.85%	33.25	6.18%
Other expenses	213.30	15.82%	79.70	7.70%	67.76	12.59%
Total Expenses	784.48	58.18%	570.88	55.18%	411.75	76.49%
Profit / (loss) before tax	564.01	41.82%	463.67	44.82%	126.54	23.51%
Tax Expense
Current Tax	147.61	10.94%	119.73	11.57%	33.71	6.26%
Deferred tax (credit)/charge	(2.75)	(0.20%)	(2.68)	(0.26%)	(1.03)	(0.19%)
Total Tax Expense	144.86	10.74%	117.05	11.31%	32.68	6.07%
Profit for the year/period	419.15	31.08%	346.62	33.50%	93.86	17.44%

* (%) column represents percentage of total revenue

SUMMARY ON RESULT OF OPERATIONS FROM OUR RESTATED FINANCIAL STATEMENT OF PROFIT

AND LOSS FOR THE YEAR ENDED MARCH 31, 2025, 2024 AND 2023

Total Revenue

Total revenue comprises of revenue from operations and other income which are as described below:

> Revenue from operations - Our company is a SaaS (software as a service) company majorly involved in the business of providing customized and integrated online ERP software for industries like manufacturing, education, retail, construction, supply chain management, customer relationship management (CRM) sales force and many more. We specialized in providing all around software solution through our services such as Campus management system and infinity Enterprises Resource planning. Accounts management and human resource management field to our clients. Our clientele includes many universities, school, and small companies across India.

Particulars	For the year ended March 31, 2025		For the year ended March 31, 2024		For the year ended March 31, 2023
	Amount	%*	Amount	%*	Amount	%*
Revenue from operations
Software services
a. Educational Industry	677.62	50.25%	508.09	49.11%	221.23	41.10%
b. ERP Industrial Software	413.69	30.68%	289.10	27.94%	69.77	12.96%
Online Examination	226.76	16.81%	218.77	21.15%	225.99	41.98%
Digital learning	1.17	0.08	1.20	0.11%	0.18	0.03%
Total revenue from operations	1,319.23	97.23%	1,017.16	98.32%	517.17	96.07%
Other Income	29.26	2.17%	17.39	1.68%	21.12	3.93%
TOTAL INCOME	1,348.49	100.00%	1,034.55	100.00%	538.29	100.00%

* (%) column represents percentage of total revenue

Pursuant to CA certificate dated June 02, 2025 from Peer Review Auditor, M/s Keyur Shah and Associates, Chartered Accountants.

> Other income - The other income of our company is below 10% of the total income of our company. Breakup of other income is set forth for the period indicated:

(% in lakhs)

Particulars	For the fiscal year ended March 31,
	2025	2024	2023
Interest Income
> Interest on Banks Deposit	8.74	1.66	1.12
> Interest on Income tax Refund	-	0.60	0.25
Other Non-Operating Income
> Expected credit loss reversal	-	0.01	-
> Other Non-Operating Income	20.52	15.12	15.12
> Discount & commission	-	-	4.63
Total other income	29.26	17.39	21.12

Total Expenses

Our total expenses comprise of (i) Cost of services consumed (ii) Employee benefits expense, (iii) finance cost, (iv) depreciation and amortization expense and (v) other expenses.

> Cost of services consumed - The following table sets forth a breakdown of our cost of services consumed for the periods indicated:

(% in lakhs)

Particulars	For the fiscal year ended March 31,
	2025	2024	2023
Dedicated Server expenses	84.94	71.27	45.30
Domain Booking and Renewal Expenses	1.63	0.90	0.97
Online examination expenses	7.93	19.37	9.90
Web & application development job work expenses	16.77	19.36	1.21
Electricity expenses	27.15	22.60	9.56
Communication & internet support service expenses	8.54	6.59	23.53
Total	146.96	140.09	90.47

> Employee Benefit Expenses - The following table sets forth a breakdown of our employee benefits expense for the periods indicated:

(% in lakhs)

Particulars	For the fiscal year ended March 31,
	2025	2024	2023
Salary and Wages	299.54	263.36	180.71
Stipend Expenses	6.79	5.44	12.53
Contribution to ESI, PF and other fund	6.25	5.42	6.76
Staff Welfare Expenses	13.20	18.99	3.93
Gratuity (net of reversals, if any) Expenses	17.13	12.92	9.12
Total	342.91	306.13	213.05

As a SaaS company (Software as a service company), the employee benefit expenses constitute a substantial part of the operating expenses of the company. Our revenue from operations increased from ^ 517.17 Lakhs in FY 23 to ^ 1,319.23 Lakhs in FY 25 due to increase in our customer base and undertaking higher value projects. While undertaking higher value projects, the onboarding costs and implementation expenses—such as data transfer, new servers, and domain costs—are typically incurred during the initial phases with new clients leading to an increase in the overall employee benefit expenses of our Company from ^ 213.05 Lakhs in FY 23 to ^ 342.91 Lakhs in FY 25. But once these systems are in place, the same team can efficiently manage ongoing projects for existing clients, minimizing incremental costs. As a result, employee benefit expenses have not risen proportionally with revenue, leading to a 14.15% decrease in these expenses as a percentage of revenue over the same period.

> Finance Costs - Bifurcation of finance costs is described below:

Particulars	For the fiscal year ended March 31,
	2025	2024	2023
Financial Expenses to Bank:
> Interest on Kotak Loan	2.94	4.59	5.54
> Interest on OD A/c	0.04	0.32	0.72
Financial Expenses to Others:
> Interest on unsecured loans	-	-	0.75
> Interest on Duties and Taxes	0.05	0.17	0.05
> Interest Expenses-IND AS	0.01	0.01	0.16
Total	3.04	5.09	7.22

> Depreciation and Amortization Expenses - Following is the bifurcation of the depreciation expense:

Particulars	For the fiscal year ended March 31,
	2025	2024	2023
Depreciation on Property, Plant and Equipments	22.82	5.56	10.44
Depreciation on right of use assets	-	-	2.17
Amortization of Intangible Assets	55.45	34.31	20.64
Total	78.27	39.87	33.25

> Other expenses - The following table sets forth a breakdown of our other expenses for the periods indicated:

Particulars	For the fiscal year ended March 31,
	2025	2024	2023
Administrative, Selling & other expenses
Advertising & marketing expenses	38.62	4.54	2.29
Annual maintenance contract	3.21	0.31	0.18
Audit fees	2.00	2.00	0.95
Bank charges	1.35	0.45	0.69
Celebration & event expenses	35.59	2.37	2.85
Centre for entrance	0.73	-	0.51
Certificate fees	0.22	0.35	0.80
Computer expenses	0.53	1.28	9.50
Discount	-	0.13	-
Donations	11.50	0.39	0.21
Penalty on ESIC	-	0.77	-
Expected credit loss	0.15	-	0.43
Rates & taxes	14.49	0.53	1.87
Hospitality expenses	1.34	0.60	0.28
Insurance Expenses	2.03	0.50	0.68
ITC reversal expenses	1.04	4.41	5.60
Membership fees	2.12	0.23	0.26
Misc. Expenses	0.04	-	0.02
Office expenses	6.81	7.12	9.00
Vehicle fuel & repairing expenses	3.75	2.65	1.03
Postage & courier Expenses	0.72	0.12	0.32
Printing & stationery expenses	43.00	26.26	11.66
Professional & legal fees	7.09	2.36	1.22
Recruitment & HR expenses	0.93	0.49	0.50
Repairing & maintenance expenses	1.75	2.09	0.82
Storage service expenses	0.75	1.04	0.15
Tea & refreshment expenses	-	0.04	0.05
Tenders information service	1.75	2.65	1.43
Travelling expenses	25.07	10.02	14.46
Admission Process Expense	0.60	-	-
Office rent expenses	6.12	6.00	-
Total Administration, Selling & Other Expenses	213.30	79.70	67.76

Tax Expenses

Our tax expenses comprise of current tax and deferred tax.

ANY SIGNIFICANT DEPENDENCE ON A SINGLE OR A FEW SUPPLIERS OR CUSTOMERS

We are dependent on our top 10 customers for the major portion of our revenue. Similarly, we are heavily dependent on our top 10 suppliers for rendering of our services. For further details, please see "Risk Factor No. 1 - Our revenue from operations has significantly increased from ^ 517.17 Lakhs in FY 2022-23 to ^ 1,017.16 Lakhs in FY2023-24 and to ^ 1,319.23 Lakhs in FY2024-25 resulting in CAGR of 36.64% over the last 3 fiscal years. Similarly, our profits has significantly increased from ^ 93.86 Lakhs in FY 2022-23 to ^ 346.62 Lakhs in FY 2023-24 and to ^ 419.15 Lakhs in FY 2024-25 resulting in CAGR of 64.68%. If we are unable to sustain or manage our growth rate our business operations and results of operations may be adversely affected, and this rate of growth may not be achievable in the future." on Page 33. The following is the breakup of top five and top ten customers and suppliers of our Company as on March 31, 2025 are as below:

Particulars	Customers		Suppliers
	Amount	% of Revenue	Amount	% of Total Purchases
Top 5	639.92	48.51%	101.59	69.14%
Top 10	836.86	63.44%	129.47	88.10%

The following is the breakup of top five and top ten customers and suppliers of our Company as on March 31, 2024 are as below:

Particulars	Customers		Suppliers
	Amount	% of Revenue	Amount	% of Total Purchases
Top 5	672.27	66.09%	82.65	58.99%
Top 10	849.03	83.47%	113.63	81.11%

CHANGES IN ACCOUNTING POLICIES IN LAST THREE YEARS

There has been no change in accounting policy in the last 3 years except for the provision of gratuity on an actuarial basis. For further details, please refer to chapter titled "Financial Statements as Restated" beginning on page 202.

COMPARISION OF RESTATED FINANCIALS FOR THE YEAR ENDED MARCH 31, 2025, WITH FISCAL YEAR ENDED MARCH 31, 2024

Total Revenue:

2024-25	2023-24	Variance in %
1,348.49	1,034.55	30.35%

Our total revenue has increased by 30.3456% to ^ 1,348.49 Lakhs for the fiscal year 2024-25 from ^ 1,034.55 Lakhs for fiscal year 2023-24. The total revenue is bifurcated into revenue from operations and other income.

Revenue from Operations

ft in lakhs)

2024-25	2023-24	Variance in %
1 ,319.23	1,017.16	29.70%

Revenue from Operations has increased by 29.6974% to ^ 1,319.23 Lakhs for fiscal year 2024-25 from ^ 1,017.16 Lakhs for fiscal year 2023-24 due to the increased demand of our products and services in higher volumes by our existing and new customers compared to the previous year.

Reason behind the Increase in the revenue from operations in FY 2024-25:

Our Company operates in the Software as a Service (SaaS) sector, specializing in developing tailored ERP and educational software for various applications. We focus on providing Educational ERP solutions to universities and schools across India.

In FY 24, our company on boarded new customers which brought in additional revenue of ^ 539.55 Lakhs. Additionally, there was increase in the total Education ERP and Industrial ERP deployed by the company along with active AMCs of the company increased in FY 25. The details of the same are as under:

Particulars	March 31, 2025	March 31, 2024
No. of Industrial Software Deployed	8	5
No. of Industrial AMC active	11	10
No. of Educational ERP Software Deployed	17	3
No. of Educational ERP AMC active	22	29

Further the company also focused more upon its Online Exam business and conducted 70 exams in FY 25 compared to 55 exams in FY 24. Further the number of students served by the company through its online examination also increased. The details of the same are as under:

Particulars	March 31, 2025	March 31, 2024
Total number of exams conducted	70	55
Total number of students served	15,97,330	11,79,970
No of students per exam	22,819	21,454

Further, another reason behind the increase in the revenue in FY 25 in comparison to FY 24 is due to the increased marketing and advertising initiatives taken by our Company. The details regarding the increase in the advertising and marketing expenses are under:

ft in Lakhs.

2024-25	2023-24	Variance in %
38.62	4.54	750.66%

Our Company increased its marketing expenditure to advertise its services through paper ads, social media marketing and hiring of new marketing and business development personnel to onboard new clients of our Company. This expenditure led to an increase in the number of customers of the company and the new customers.

Therefore, due to increase in the marketing initiatives of our Company and the additional revenue generated through the addition of new customers by our Company, the revenue is increased by 29.70%.

Other Income

2024-25	2023-24	Variance in %
29.26	17.39	68.26%

During the year 2024-25, the other income of our company increased from ^ 17.39 Lakhs in 2023-24 to ^ 29.26 Lakhs for fiscal year 2024-25, representing an increase of 68.2576%.

Total Expense

2024-25	2023-24	Variance in %
784.48	570.88	37.41%

The total expenditure for the fiscal year 2024-25 was increased to ^ 784.48 Lakhs from ^ 570.88 Lakhs in 2023-24, representing an increase of 45.0377% mainly due to increase in the cost of services consumed, increase in employees benefits, depreciation & amortizations and other expenses.

Cost of services consumed.

2024-25	2023-24	Variance in %
146.96	140.09	4.90%

Cost of services consumed for the fiscal year 2024-25 increased to ^ 146.96 Lakhs from ^ 140.09 Lakhs in 2023-24, representing an increase of 4.904% mainly due to the increase in following expenses:

Particulars	2024-25	2023-24	% increase or decrease (YoY)
Dedicated server expenses	84.94	71.27	19.18%
Online examination expenses	7.93	19.37	-59.06%
Web & application expenses	16.77	19.36	-13.38%
Electricity Expenses	27.15	22.60	20.13%

Employee benefits expenses:

2024-25	2023-24	Variance in %
342.91	306.13	12.01%

Our Company incurred ^ 342.91 Lakhs as employee benefit expenses in 2024-25, as compared to ^ 306.13 Lakhs in 2023-24, reflecting an increase of 12.0145%. This was mainly due to an increase in the following expenses:

Particulars	2024-25	2023-24	% increase or decrease (YoY)
Salaries and wages expenses	299.54	263.36	13.74%
Staff Welfare expenses	13.20	18.99	-30.50%

Finance Cost

2024-25	2023-24	Variance in %
3.04	5.09	-40.28%

Finance costs decreased by ^ 2.05 Lakhs in 2024-25 over 2023-24, representing a reduction of -40.275%.

Depreciation and Amortization expense

2024-25	2023-24	Variance in %
78.27	39.87	96.31%

Depreciation for the fiscal year 2024-25 stood at ^ 78.27 Lakhs as compared to ^ 39.87 Lakhs in 202324, reflecting an increase of 96.313%.

Other Expense

2024-25	2023-24	Variance in %
213.30	79.70	167.63%

The companys other expenses saw an increase of 167.629%, amounting to ^ 213.30 Lakhs in FY 202425 from ^ 79.70 Lakhs in FY 2023-24, mainly due to increase in printing and stationary expenses from ^ 26.26 lakhs to ^ 43.00 lakhs.

Profits after Tax

Particulars	2024-25	2023-24	Variance in %
Profit after Tax	419.15	346.62	20.92%

In FY 25, the revenue from operations of our company increased from ^ 1,034.55 Lakhs to ^ 1,348.49 Lakhs. For details regarding the increase in revenue of our company in FY 25, please refer to chapter title "Management Discussion and Analysis of Financial Condition and Result of Operations - Comparison of Restated Financials for the year ended March 31, 2025, with fiscal year ended March 31, 2024" on page 272.

With the increase in the revenue, our company was able to maintain similar PAT increased in FY 25. The expenditure on employee salaries and other welfare expenses, which represents a substantial part of our operational costs, does not change significantly with change in revenue. Moreover, the fixed costs associated with executing projects—such as development hours, project management, server expenses, rent expenses and customer success team involvement—are generally not proportional to the scale of the revenue. Therefore, the cost incurred during executing a lower value project does not increase proportionately while executing a higher value project.

Since the fixed costs dont drastically scale with the revenue (employee costs remain roughly the same), but the revenue increases, the profit margin of our company also increases.

COMPARISION OF RESTATED FINANCIALS FOR THE YEAR ENDED MARCH 31, 2024, WITH FISCAL YEAR ENDED MARCH 31, 2023

Total Revenue:

2023-24	2022-23	Variance in %
1,034.55	538.29	92.19%

Our total revenue has increased by 92.19% to ^ 1034.55 Lakhs for the fiscal year 2023-24 from ^ 538.29 Lakhs for fiscal year 2022-23. The total revenue is bifurcated into revenue from operations and other income.

Revenue from Operations

(% in lakhs)

2023-24	2022-23	Variance in %
1,017.16	517.17	96.68%

Revenue from Operations has increased by 96.68%% to ^ 1017.16 Lakhs for fiscal year 2023-24 from ^ 517.17 Lakhs for fiscal year 2022-23 due to the increased demand of our products and services in higher volumes by our existing and new customers compared to the previous year.

Reason behind Increase in the revenue from operations in FY 2023-24:

Our company operates in the Software as a Service (SaaS) sector, specializing in developing tailored ERP and educational software for various applications. We focus on providing Educational ERP solutions to universities and schools across India.

To meet the expanding market demand and align with regulatory changes, we launched new products and services in FY 2024. This initiative coincided with the introduction of the New Educational Policy (NEP) in 2020, which the government emphasized implementing in 2023. Our new software, designed in response to this policy, includes essential features such as attendance management, class management, homework and assignment tracking, class timetables, and leave tracking.

Additionally, we rolled out innovative products like the Online Examination platforms. These unique offerings have proven attractive to both existing clients and new customers, driving incremental business growth and increasing our overall revenue. We also rolled out new services like OMR based exams and result processing module, which helped us in attracting new business for our company.

The details of the implementation of new software that led to an increase in the revenue of our existing clints is as under:

Client Name	FY 2023-24	FY 2022-23	% Increase
Hemchandracharya North Gujarat University	249.86	22.01	1035.21%
Saurashtra University	57.54	22.77	152.70%

Along with this, in order to diversify their operation, the company also started to focused on making tailormade Industrial, Accounting and manufacturing ERP software services to cater to the manufacturing and industrial companies across India. This ERP software included features like Accounts management, Human Resource management, inventory management systems etc. With the introduction of such new service, we were able to pitch to our existing industrial clients to shift to our new product which helped us in increment in the business procured from existing clients.

The details of the revenue generated from industrial clients in FY 24 in comparison to FY 23 is as under:

Client Name	FY 2023-24	FY 2022-23	% Increase
Revenue generated from ERP Industrial Software	289.10	69.77	314.36%

With the increase in the increase in the business of the existing clients, we were able to grow our revenue by 96.68% during FY 24.

Other Income

2023-24	2022-23	Variance in %
17.39	21.12	(17.66) %

During the year 2023-24, the other income of our company decreased to ^ 17.39 Lakhs from ^ 21.12 Lakhs in 2022-23, representing decrease of 17.66%. This decrease was due to no commission and discount received by the company of ^ 4.63 Lakhs.

Total Expense

2023-24	2022-23	Variance in %
570.88	411.75	38.65

The total expenditure for the fiscal year 2023-24 was increased to ^ 570.88 Lakhs from ^ 411.75 Lakhs in 2022-23, representing an increase of 38.65 % mainly due to increase in the cost of services consumed, increase in employees benefits, depreciation & amortizations and other expenses.

Cost of services consumed.

2023-24	2022-23	Variance in %
140.09	90.47	54.85%

Cost of services consumed for the fiscal year 2023-24 increased to ^ 140.09 Lakhs from ^ 90.47 Lakhs in 2022-23, representing an increase of 54.85% mainly due to the increase in following expenses:

Particulars	2023-24	2022-23	% increase (YoY)
Dedicated server expenses	71.27	45.30	57.33%
Online examination expenses	19.37	9.90	95.66%
Web & application expenses	19.36	1.21	1,500.00%
Electricity Expenses	22.60	9.56	136.40%

Employee benefits expenses:

2023-24	2022-23	Variance in %
306.13	213.05	43.69

Our Company incurred ^ 306.13 Lakhs as employee benefit expenses in 2023-24, as compared to ^ 213.05 Lakhs in 2022-23, reflecting an increase of 43.69%. This was mainly due to increase in the following expenses:

Particulars	2023-24	2022-23	% increase (YoY)
Salaries and wages expenses	263.36	180.71	45.74%
Staff Welfare expenses	18.99	3.93	383.21%

Finance Cost

2023-24	2022-23	Variance in %
5.09	7.22	29.50 %

Finance costs decreased by ^ 2.13 Lakhs in 2023-24 over 2022-23, representing a reduction of 29.50%.

Depreciation and Amortization expense

2023-24	2022-23	Variance in %
39.87	33.25	19.91%

Depreciation for the fiscal year 2023-24 stood at ^ 39.87 Lakhs as compared to ^ 33.25 Lakhs in 2022 23, reflecting an increase of 19.91%.

Other Expense

2023-24	2022-23	Variance in %
79.70	67.76	17.62%

The companys other expenses saw an increase of 17.62%, amounting to ^ 79.70 Lakhs in FY 2023-24 from ^ 67.76 Lakhs in FY 2022-23, mainly due to increase in printing & stationary expenses from 11.66 lakhs to Rs 26.26 lakhs.

Profits after Tax

Particulars	2023-24	2022-23	Variance in %
Profit after Tax	346.62	93.86	269.29%

In FY 24, our company is able to secure high value orders of both customize Educational ERP and Industrial ERP. The details of the No. of Industrial ERP and Educational ERP deployed by our company during the last 3 fiscal years along with the average realization from each deployment is as below:

(in Lakhs)

Particulars	March 31, 2024	March 31, 2023
No. of Industrial Software Deployed	5	5
Particulars	March 31, 2024	March 31, 2023
No. of Industrial AMC active	10	9
Average Revenue Generated by Deployment of Industrial Software per customer	38.49	1.93
Average Revenue Generated by AMC of Industrial Software per customer	9.67	6.68
No. of Educational ERP Software Deployed	3	6
No. of Educational ERP AMC active	29	18
Average Revenue Generated by Deployment of Educational ERP Software per customer	76.64	7.93
Average Revenue Generated by AMC of Educational ERP Software per customer	9.59	9.65

As evident from the table above, in FY 24, our company deployed 5 industrial ERP which was similar to FY 23, but the average revenue generated from each deployment increased from ^ 1.93 Lakhs to ^ 38.49 Lakhs in FY 24. Similarly, the average revenue generated from active industrial AMC charges increased from ^ 6.68 Lakhs to ^ 9.67 Lakhs.

Further a similar trend was observed in the Educational ERP business of our company. The no. of educational ERP deployed by our company during FY 24 decreased from 6 projects to 3 projects as our company focused more upon undertaking higher value projects in FY24 thus, the average realization in each deployment of Educational ERP increased from ^ 7.93 Lakhs to ^ 76.64 Lakhs.

Focusing on high value projects is a more profitable business for our company as we are a SaaS company, relies upon our employees for the development and maintenance of the multiple software created for our clients. Therefore, employee and related cost expenses form a major part of our total expenses. The details of the same are as under:

(in Lakhs)

Particular	FY 23-24	% of revenue from operations	FY 22-23	% of revenue from operations
Employee Related Expenses	306.13	30.10%	213.05	41.20%

The expenditure on employee salaries and other welfare expenses, which represents a substantial part of our operational costs, does not change significantly with the size or value of the projects. Moreover, the fixed costs associated with executing projects—such as development hours, project management, server expenses, rent expenses and customer success team involvement—are generally not proportional to the scale of the project. Therefore, the cost incurred during executing a lower value project does not increase proportionately while executing a higher value project.

Since the fixed costs dont drastically scale with the project size (employee costs remain roughly the same), but the revenue increases with higher-value projects, the profit margin of our company increases. As a result, our profit for FY 2023-24 increased to ^ 346.62 Lakhs from ^ 93.86 Lakhs for FY 2022-23.

LIQUIDITY AND CAPITAL RESOURCES

We have historically financed the expansion of our business and operations primarily through debt financing and funds generated from our operations. From time to time, we may obtain loan facilities to finance our short-term working capital requirements.

CASH FLOW

The table below summaries our cash flows from our Restated Financial Information for the fiscal year ended March 31, 2025, 2024 and 2023:

Particulars	For the fiscal year ended March 31
	2025	2024	2023
Net cash generated from / (used in) operating activities	239.72	222.42	140.27
Net cash generated from / (used in) Investing Activities	(283.84)	(115.80)	(80.27)
Net cash generated from / (used in) from financing activities	318.63	(26.78)	(38.48)
Net Increase / (decrease) in Cash & Cash Equivalents	274.50	79.84	21.52
Cash and cash equivalents at the beginning of the year	108.21	28.37	6.85
Cash and cash equivalents at the end of the year	382.71	108.21	28.37

OPERATING ACTIVITIES Fiscal year 2024-25

Our net cash generated in operating activities was ^ 239.72 Lakhs for the fiscal year 2024-25. Our operating profit before working capital changes was ^ 651.14 Lakhs which was primarily adjusted for increase in Trade receivables by ^ 166.69 Lakhs and increase in other current assets by ^ 20.62 lakhs. This was offset by change in trade payable ^ 42.27 lakhs, change in short term provision ^ 20.54 lakhs. The cash generated from operation has also been adjusted for tax paid ^ 147.61 lakhs.

Fiscal year 2023-24

Our net cash generated in operating activities was ^ 222.42 Lakhs for the fiscal year 2023-24. Our operating profit before working capital changes was ^ 518.10 Lakhs which was primarily adjusted for increase in Trade receivables by ^ 274.69 Lakhs and increase in other current assets by ^ 19.67 lakhs. This was offset by change in trade payable ^ 23.32 lakhs, change in short term provision ^ 28.87 lakhs and change in long term provision ^ 12.76 lakhs. The cash generated from operation has also been adjusted for tax paid ^ 119.73 lakhs.

Fiscal year 2022-23

Our net cash generated from operating activities was ^ 140.27 Lakhs for the fiscal year 2022-23. Our operating profit before working capital changes was ^ 179.70 Lakhs which was primarily adjusted for change in trade payable by ^ 38.76 and change in short term provision ^ 16.53 Lakhs. This was significantly offset by change in trade receivables ^ 36.66 lakhs. The cash generated from operation has also been adjusted for tax paid ^ 33.71 lakhs.

INVESTING ACTIVITIES

Fiscal Year 2024-25

Net cash used in investing activities was ^ 283.84 lakhs for the fiscal year 2024-25. This was primarily on account of the purchase of fixed assets amounting to ^ 256.97 Lakhs, purchase of investment ^ 10.00 lakhs and change in bank balances ^ 8.14 lakhs. Interest received was ^ 8.74 lakhs.

Fiscal year 2023-24

Net cash used in investing activities was ^ 115.80 lakhs for the fiscal year 2023-24. This was primarily on account of the purchase of fixed assets amounting to ^ 66.95 Lakhs, purchase of investment ^ 10.00 lakhs and change in bank balances ^ 37.73 lakhs. Interest received was ^ 2.26 lakhs.

Fiscal year 2022-23

Net cash used in investing activities was ^ 80.27 lakhs for the fiscal year 2022-23. This was primarily on account of the purchase of fixed assets amounting to ^ 67.04 Lakhs and change in other current financial assets ^ 14.60 Lakhs. Interest received was ^ 1.37 lakhs.

FINANCING ACTIVITIES Fiscal Year 2024-25

Net cash inflow from financing activities for the fiscal year 2024-25 was ^ 318.63 Lakhs. This was on account of receipt of security premium amounting to ^ 320.40 Lakhs which was offset by Interest and Finance Charges of ^ 3.04 Lakhs, repayment of short-term borrowings of ^ 14.25 Lakhs and long-term borrowing ^ 11.18 lakhs.

Fiscal year 2023-24

Net cash utilized from financing activities for the fiscal year 2023-24 was ^ 26.78 Lakhs. This was on account of Interest and Finance Charges of ^ 5.09 Lakhs, repayment of short-term borrowings of ^ 5.91 Lakhs and long-term borrowing ^ 15.78 lakhs.

Fiscal year 2022-23

Net cash utilized from financing activities for the fiscal year 2022-23 was ^ 38.48 lakhs. This was primarily on account of Interest and Finance Charges of ^ 7.22 Lakhs, changes in short term borrowing Rs 10.13 lakhs and long-term borrowing Rs18.28 lakhs, there is change in short term lease liabilities Rs 2.85 lakhs.

FINANCIAL INDEBTEDNESS

As on July 15, 2025, our company has total outstanding of secured borrowings from banks aggregating to ^ 19.34 Lakhs in the ordinary course of business.

CONTINGENT LIABILITIES

The following table sets forth our contingent liabilities and commitments as on March 31, 2025, as per restated financial statements:

Other monies for which our Company is contingently liable	As on March 31, 2025

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.

RELATED PARTY TRANSACTIONS

Related party transactions with certain of our promoters, directors and their entities and relatives primarily relate to remuneration, Short Term Borrowing, rent, reimbursement of expenses, etc. For further details of such related parties under Ind AS-24, refer chapter titled "Financial Statements as Restated" beginning on page 202.

CHANGES IN ACCOUNTING POLICIES IN LAST THREE YEARS

There is no change in accounting policy in the last 3 years except for the provision of gratuity on an actuarial basis. For further details, please refer to chapter titled "Financial Statements as Restated" beginning on page 202.

QUALITATIVE DISCLOSURE ABOUT MARKET RISK Credit Risk

Credit risk is the risk of financial loss to the Company, if a customer or the counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Companys receivables from customers and from its investing activities, including deposits with banks. The carrying amounts of financial assets represent the maximum credit risk exposure.

Liquidity Risk

Liquidity risk is the risk that the company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Our Companys approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Companys reputation.

Market Risks

We are exposed to various types of market risks during the normal course of business. Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: price risk, currency risk and interest rate risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

Effect of Inflation

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

Unusual or infrequent events or transactions

Except as described in this Draft Red Herring Prospectus, during the periods under review there have been no transactions or events, which in our best judgment, would be considered unusual or infrequent.

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 disclosed in the section titled "Risk Factors" beginning on page 32 to our knowledge there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.

Future changes in relationship between costs and revenues

Other than as described in chapter titled "Risk Factors" beginning on page 32 and in this section, to our knowledge there are no known factors that might affect the future relationship between cost and revenue. Our Companys future costs and revenues will be determined by demand/ supply situation, government policies, global market situation and prices of our services

New Products or Business Segments

Other than as described elsewhere in this Draft Red Herring Prospectus, there are no new products or business segments in which we operate.

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 32, to our knowledge there are no significant economic changes that materially affects or are likely to affect income of our Company from continuing operations.

The extent to which material increases in net sales or revenue are due to better product quality and increase in number of customers

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

Total turnover each Major Industry Segment

Total turnover of our Company is generated from only one Industry segment.

Reservations, qualifications and adverse remarks

Except as disclosed in chapter titled "Financial Statements as Restated" beginning on page 202, there have been no reservations, qualifications and adverse remarks.

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 chapter titled "Financial Statements as Restated" beginning on page 202, 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.

Material Frauds

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

Status of any publicly announced new products / projects or business segments

Our Company has not announced any new projects or business segments, other than disclosed in the Draft Red Herring Prospectus. For details of our new projects or business segments please refer to the chapter titled “Our Business" beginning on page 146.

Increase in income

Increases in our income are due to the factors described above in this chapter under "Management Discussion and Analysis of Financial Condition and Result of Operations - Key Factors that may affect our Results of Operation" on page 265 and chapter titled "Risk Factors" beginning on page 32. The following is the breakup of top five and top ten customers and suppliers of our Company as on March 31, 2025 are as below:

Particulars	Customers		Suppliers
	Amount	% of Total Sales	Amount	% of Total Purchases
Top 5	639.92	48.51%	101.59	69.14%
Top 10	836.86	63.44%	129.47	88.10%

The following is the breakup of top five and top ten customers and suppliers of our Company as on March 31, 2024 are as below:

Particulars	Customers		Suppliers
	Amount	% of Total Sales	Amount	% of Total Purchases
Top 5	672.27	66.09%	82.65	58.99%
Top 10	849.03	83.47%	113.63	81.11%

Competitive Conditions

We face competition from existing and potential organized and unorganized competitors which is common for any business. We have, over a period of time, developed certain competitive strengths which have been discussed in section titled “Our Business" beginning on page 146.