OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations, and our assessment of the factors that may affect our prospects and performance in future periods, together with our Restated Consolidated Financial Statements, as applicable, included in this Red Herring Prospectus on page 291.
Our Restated Consolidated Financial Statements has been derivedfrom our audited financial statements and restated in accordance with the SEBIICDR Regulations and the ICAI Guidance Note. Our financial statements are prepared in accordance with Ind AS, notified under the Companies (Indian Accounting Standards) Rules, 2015, and read with Section 133 of the Companies Act, 2013 to the extent applicable. Ind AS differs in certain material respects from IFRS and U.S. GAAP and other accounting principles with which prospective investors may be familiar. For further details, see "Risk Factor - Certain non-GAAP financial measures and certain other statistical information relating to our operations and financial performance have been included in this Red Herring Prospectus. These non-GAAP financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable. " on page 69 of this Red Herring Prospectus.
Unless otherwise indicated or the context otherwise requires, the financial information for six months period ended September 30, 2025 and Fiscal 2025, 2024 and 2023, included herein is based on or derived from our Restated Consolidated Financial Statements included in this Red Herring Prospectus.
Our Companys financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references to a particular fiscal year are to the 12 months period ended March 31 of that particular year.
Unless otherwise indicated, industry and other related information derivedfrom the CARE Report and included herein with respect to any particular year refers to such information for the relevant calendar year. For further details, see section titled "Risk Factors - Certain sections of this Red Herring Prospectus contain information from CARE Report, which has been commissioned and paid for by our Company and any reliance on such information for making an investment decision in the Offer is subject to inherent risks " on page 67. Also see section titled "Certain Conventions, Presentation of Financial, Industry and Market Data and Currency of Presentation - Industry and Market Data " on page 17. Further, we have also included various operational and financial performance indicators in this Red Herring Prospectus, some of which may not be derived from our Restated Consolidated Financial Statements or otherwise subjected to an examination, audit or review by our Statutory Auditors.
Overview
We are in the business of providing manpower services, toll plaza management and skill development training to our clients across India. As on January 15, 2026, we have our operations in 23 states and 5 union territories of India. We started our business with a single service domain of providing manned private security services to our clients in the year 2007 and have gradually diversified our business to provide a suite of manpower services. We commenced offering skill development services from Fiscal 2014 and toll plaza management services from Fiscal 2019.
Our business of manpower services focuses on providing manned private security services, integrated facility management ("IFM") services, manpower sourcing and payroll services. Our toll plaza management operations comprise of user fee collection and other related services on toll plazas awarded to us by the relevant authority, subsequent to a tender based competitive bidding process. Furthermore, we are also empanelled with NHAI for toll collection services at its various toll plazas. In addition, we also provide skill development training as a training partner for various Central and State Government schemes. The skill development initiatives cover diverse sectors, including management & entrepreneurship, media & entertainment, healthcare, telecommunications, electronics, beauty & wellness, construction, apparel, logistics, BFSI, and retail. These training programs are conducted in collaboration with sector skill councils, state missions, and other recognized entities, ensuring alignment with industry standards and requirements. We provide skill training to Indian youth to enable them to acquire industry relevant skill that will help them in securing a better livelihood. Through our wholly owned subsidiary, Innovision International Private Limited ("Innovision International"), we provide services in respect of recruitment, placement consultancy and visa facilitation services. We also provide remote pilot training courses to enthusiasts and budding drone-operations through our subsidiary, Aerodrone Robotics.
Our manpower services spans diversified industries and sectors such as healthcare, warehousing and logistics, government departments, retail and BFSI. The skill development focuses on government initiatives for skill development. Toll plazas segment comprises undertaking user fee collection at toll plazas on national highways. The following table sets forth our revenue from operations across our major operational offerings for the last three Fiscals, including as a percentage of our revenue from operations:
(Rs.in million)
Operational Segment Revenue |
Six months period ended September 30, 2025 |
Fiscal 2025 |
Fiscal 2024 |
Fiscal 2023 |
||||
| Amount | Percentage of Revenue from Operations |
Amount | Percentage of Revenue from Operations |
Amount | Percentage of Revenue from Operations |
Amount | Percentage of Revenue from Operations |
|
Manpower Services |
2,020.32 | 42.09 | 3,695.58 | 41.38 | 2,625.38 | 51.45 | 2,157.30 | 84.42 |
Toll Plaza Management |
2,739.88 | 57.08 | 5,014.33 | 56.14 | 2,418.09 | 47.38 | 333.33 | 13.04 |
Skill Development Training |
39.55 | 0.82 | 220.12 | 2.46 | 59.79 | 1.17 | 64.77 | 2.54 |
Total |
4,799.75 | 100.00 | 8,930.03 | 100.00 | 5,103.26 | 100.00 | 2,555.40 | 100.00 |
Manpower Services
Our Manpower Services comprise of 3 operational segments as follows:
(i) Manned Private Security Services;
(ii) IFM Services; and
(iii) Manpower Sourcing and Payroll.
As at January 15, 2026, we served more than 180 clients across various sectors and rendered our services at more than 1,000 client premises. Our portfolio of manpower services and a diverse client base have enabled us to design and deliver a range of solutions suited to the specific needs of our clients. Some of our key clients include Max Healthcare Limited, Stellar Value Chain and Sequel Logistics. Through our subsidiary, Innovision International Private Limited, we are also providing services in respect of recruitment, placement and consultancy and visa services. Innovision International Private Limited has also obtained the Regulated Canadian Immigration Consultant ("RCIC") certification through collaboration with a Canadian agency.
We believe our ability to offer services to fit the needs of our clients across various business verticals allows us to deepen our relationships with our existing clients and enables us to target a greater share of their requirements thereby leading to recurring business.
Details of our revenue from the above-mentioned sub-verticals, for six months period ended September 30, 2025 and for the Fiscals 2025, 2024 and 2023 are as follows:
(Rs. in million)
Financial Year |
Manned Private Security Services | IFM | Manpower Sourcing and Payroll | Total |
Six months period ended September 30, 2025 |
993.32 | 163.66 | 863.33 | 2,020.32 |
Fiscal 2025 |
1,968.06 | 336.72 | 1,390.80 | 3,695.58 |
Fiscal 2024 |
1,464.76 | 235.99 | 924.63 | 2,625.38 |
Fiscal 2023 |
1,294.32 | 228.19 | 634.79 | 2,157.30 |
Total |
5,201.35 | 880.91 | 3,313.63 | 9,395.90 |
Revenue from top 5 and top 10 clients from Manpower Services
(Rs. in million)
Client |
Six months period ended September 30, 2025 |
Fiscal 2025 |
Fiscal 2024 |
Fiscal 2023 |
||||
| Amount | Percentage of revenue to the segment | Amount | Percentage of revenue to the segment | Amount | Percentage of revenue to the segment | Amount | Percentage of revenue to the segment | |
Top 5 clients |
1,019.03 | 50.45 | 1,636.85 | 44.29 | 1,017.04 | 38.74 | 774.05 | 35.88 |
Government |
589.73 | 29.20 | 936.39 | 25.34 | 695.24 | 26.48 | 558.81 | 25.90 |
Private |
429.31 | 21.25 | 700.47 | 18.95 | 321.80 | 12.26 | 215.23 | 9.98 |
Top 10 clients |
1,351.34 | 66.90 | 2,100.33 | 56.83 | 1,397.80 | 53.24 | 1,095.38 | 50.98 |
Government |
760.98 | 37.67 | 1,399.86 | 37.88 | 947.38 | 36.08 | 727.30 | 33.71 |
Private |
590.37 | 29.23 | 700.47 | 18.95 | 450.43 | 17.16 | 368.08 | 17.06 |
Manned Private Security Services
As per CARE Report (https://innovision.co.in/public/uploads/1781447327.pdf ), the security services industry in India exhibits vertical specialization, with companies offering specialized security solutions tailored to specific sectors or industries. As per CARE Report (https://innovision.co.in/public/uploads/1781447327.pdf ), the Indian security services (manned security) market was valued at Rs. 547 billon in 2019 and has reached Rs. 988 billion by 2024, representing a CAGR of 12.6% from 2019 to 2024. As per CARE Report(https://innovision.co.in/public/uploads/1781447327.pdf ), security services include static guard, concierge officer and augmented officer, but do not include event security, escort services. Furthermore, the market is projected to reach Rs. 1,716 billion by 2029, growing at a CAGR of 11.5% from 2023 to 2029. This growth can be attributed to the need for manned security. Our manned private security services business employed more than 6,900 security guards and servicing more than 145 clients, as of January 15, 2026. As per CARE Report(https://innovision.co.in/public/uploads/1781447327.pdf ), the demand for private security is further amplified by the limited police force in India. The United Nations recommends a ratio of 222 police officers per 100,000 citizens, a benchmark India falls short of. This shortage creates a gap that private security companies are effectively filling, offering a crucial supplement to public security measures. Indias police-to-people ratio is not very favourable, creating a demand for an alternative source of security services. Currently, there are 153 policemen for every one lakh people in India, which is below the ideal ratio of 196 policemen for every one lakh people recommended by the Bureau of Police Research and Development under the Ministry of Home Affairs.
Our key clients in India include business houses engaged in various sectors like retail, healthcare, warehousing, logistics and BFSI. We also provide manned private security services to several Government organizations and public sector undertakings in India. We are also licensed to provide necessary physical and classroom training to security personnels in accordance with Private Security Agency Regulatory Act, 2025 ("PSARA Act") at our training centre located at Turkiawas, Rewari, Haryana ("PSARA Training Centre"). The centre is spread across over an area of 3,000 sq. yards. This centre is supported by qualified training staff. As on January 15, 2026, and during the six months period ended September 30, 2025 and Fiscal 2025, Fiscal 2024 and Fiscal 2023, we have trained 1566, 1566, 2,083, 430 and Nil persons, respectively, to act as security personals at this facility.
As per CARE Report (https://innovision.co.in/public/uploads/1781447327.pdf ), Government policies promoting the use of professional security services in public and private sectors include the Private Security Agencies (Regulation) Act, 2005, which provides for the regulation of private security agencies and related matters. Additionally, the implementation of initiatives such as the Smart Cities Mission includes advanced security infrastructure as a key component, enhancing the demand for professional security services. Moreover, government regulations are further propelling the private security industry. The Ministry of Home Affairs has issued compulsory security guidelines. According to the new guidelines, each school gate must be manned by at least 3 security guards on a 24-hour basis.
Furthermore, the government has emphasized the need for womens security to eliminate crimes against women. Some States are considering setting up Mahila Suraksha Dal or Womens Security Force, and others may replicate this initiative. There are also plans to deploy 5,000 bus marshals to prevent and deter crime in public transport. Additionally, the Delhi Government is planning to install CCTVs in public spaces and buses, which is expected to lead to an increase in demand for private security services in India.
Integrated Facility Management
As per CARE Report (https://innovision.co.in/public/uploads/1781447327.pdf ), our integrated facility management ("IFM") segment comprises of housekeeping and cleaning services, plumbing, plantation, sanitation, carpenter services and support staff services etc. NIFM services consolidate various facility management functions under a single provider to streamline operations and enhance efficiency. IFM includes maintenance, cleaning, security, space management, and sustainability initiatives. This comprehensive approach reduces costs, improves service quality, and provides a single point of contact for all facility-related needs. Key benefits of IFM include cost efficiency, improved communication, flexibility, and strategic focus. IFM services are increasingly being adopted in IT, real estate, healthcare, manufacturing, and retail sectors in India. Economic growth, technological advancements, and a focus on regulatory compliance and sustainability drive this trend.
As per CARE Report (https://innovision.co.in/public/uploads/1781447327.pdf ), the IFM the market is projected to reach Rs. 2,286 billion by CY2029, growing at a CAGR of 14.9% from CY2023-29. This growth can be attributed to the increased focus on eco-friendly building practices and a resurgence in construction projects. Government initiatives, urbanization, and commercial construction in India have driven this growth. These factors have created a greater demand for IFM, which help in efficiently managing buildings and their operations.
Hard Facility Management
As per CARE Report (https://innovision.co.in/public/uploads/1781447327.pdf ), hard facility management (Hard FM) services refer to the maintenance and management of a buildings physical and structural components. This includes heating, ventilation and air conditioning (HVAC) systems, electrical systems, plumbing, elevators, fire safety systems and building fabric. The demand for the Hard FM segment in Integrated Facility Management (IFM) services is rising due to increased industrial growth in India. As buildings and infrastructure become more complex, maintaining critical systems like HVAC, electrical, and plumbing becomes essential for safety and efficiency. Additionally, sectors like IT, real estate, and healthcare require reliable Hard FM services to ensure uninterrupted operations and occupant safety. Notably, Indias IT industry contributed around 7% to the countrys GDP in FY2023-24. It is expected to contribute 10% to Indias GDP by FY2025. It involves regular maintenance, repairs, and upgrades to ensure safety and operational efficiency. Our Company provides hard facility management services for various government departments, public sector undertakings and private sector entities.
Services provided under Hard Facility Management
Under Hard Facility Management, our Company provides various services which are comparatively technical in nature and requires more skill such as
(i) building maintenance services which includes civil repair works, painting;
(ii) electrical maintenance works; and
(iii) carpentry etc.
Soft Facility Management
As per CARE Report (https://innovision.co.in/public/uploads/1781447327.pdf ), soft facility management ("Soft FM") services focus on non-technical services that support day to day operations and well-being of building occupants. The Soft FM segment in Integrated Facility Management (IFM) services focuses on non-technical services that support the day-to-day operations and well-being of building occupants. This includes cleaning, housekeeping, security, waste management, landscaping, pest control, and catering. Soft FM ensures a clean, safe, and pleasant environment, enhancing the overall user experience and productivity. In India, the demand for Soft FM is driven by growing commercial spaces and increased emphasis on workplace hygiene and security. It complements Hard FM by maintaining the aesthetic and functional aspects of facilities. The demand for the Soft FM segment in Integrated Facility Management ("IFM") services is on the rise due to several factors. Firstly, businesses increasingly prioritize employee well-being and productivity, driving the need for services like cleaning, catering, and pest control to maintain a comfortable and hygienic work environment. Secondly, with the rise of flexible work arrangements and shared office spaces, theres a greater emphasis on outsourced facility services to ensure consistent quality and efficiency. Additionally, Soft FM services contribute to the overall image and reputation of businesses, enhancing their competitiveness in the market. Our Company provides Soft FM service for businesses across various sectors including BFSI, healthcare and education.
Services provided under Soft Facility Management
Under Soft Facility Management, our Company provides various services which require comparatively less technical skill such as housekeeping, upkeeping services, cleaning, dusting, and sweeping services, waste management and cleaning, support staff services including payrolling and temporary staffing, pantry services etc.
Process of providing services
A contract/arrangement is entered into between us and our clients detailing the scope of services to be provided by us. Once the contract is signed/ arrangement is finalised, our Company initiates mobilising the manpower and other resources, as per the requirements of the client. Thereafter, wherever required our team aligns with specialized service providers in carpentry, electrical work, civil work, and pest control etc. These professionals/vendors are engaged based on their expertise. Our Company procures and distributes the necessary equipment and consumables to the sites in accordance with the contract/arrangement. The operations are supervised by our Company to ensure the work is completed as per the requirements. Feedback is collected from the sites to assess service quality. Based on this feedback, necessary adjustments are made to improve services, and additional training is provided to personnel as needed.
Manpower Sourcing and Payroll
These services generally comprise recruitment, payroll, and human resource services. As part of our manpower sourcing and payroll services, we provide skilled, semi-skilled and unskilled manpower to our clients as per their requirements.
Our offerings under this segment includes sourcing candidates for our client organisations, salary calculations, statutory calculations, tax deductions, and salary disbursement. Our manpower sourcing and payroll services include temporary and contractual staffing. We believe that we make all necessary endeavours to provide right candidate to the relevant organisation.
Toll Plaza Management
We also undertake toll plaza management which inter-alia includes user fee collection, maintenance and cleanliness of user fee plazas/user fee collection booths and surrounding area, maintenance of computers and other equipment, traffic management at toll plaza. We make use of technologies such as Electronic Toll Collection ("ETC") through Radio-Frequency Identification ("RFID") reader, toll lane controller, cameras including user fare display board, automatic vehicle classification sensors and automatic boom barriers for user fee collection which helps in improving our operational efficiency and ensuring transparency.
As on January 15, 2026, we are operating 9 toll plazas for user fee collection. As on the date of the RHP, we have undertaken 60 projects including existing 24 toll plaza management projects. The ongoing projects are located across Northern Western and Eastern States in India namely Uttar Pradesh, Assam, Jharkhand, Rajasthan and Haryana. We believe that our ability to manage multiple projects across different geographies provide us with a significant advantage to efficiently manage our growth and expansion. As on January 15, 2026, our toll plaza management business employed more than 550 persons comprising of fee collectors, fee attendants, and shift in-charge etc. at the aforementioned plazas.
Revenue from top 5 and top 10 clients from Toll Plaza Management services
(Rs. in million)
Client Toll Management |
Six months period ended September 30, 2025 |
Fiscal 2025 |
Fiscal 2024 |
Fiscal 2023 |
||||
| Revenue from such client | As a % of revenue to the segment | Revenue from such client | As a % of revenue to the segment | Revenue from such client | As a % of revenue to the segment | Revenue from such client | As a % of revenue to the segment | |
Top 5 clients* |
2,805.20 | 100.00 | 5,076.86 | 100.00 | 2,418.09 | 100.00 | 333.33 | 100.00 |
Top 10 clients* |
2,805.20 | 100.00 | 5,076.86 | 100.00 | 2,418.09 | 100.00 | 333.33 | 100.00 |
*NHAI, a government entity, is our only client under this segment
NHAI vide letter bearing No. NHAI/CODIV-11036/2/2025-CO Division/E-288410/291 dated July 25, 2025, debarred our Company for a period of one year ("Debarment Notice") which has been stayed by Honble High Court of Delhi. For further details, please refer to "Risk Factor- NHAI issued an order dated July 25, 2025, against our Company, debarring our Company from undertaking new projects with NHAI. The said debarment order has been stayed by the Hon ble High Court of Delhi. Continuance of said debarment order may impact our business, and capital requirements affecting our ability to use funds from the Offer as per proposed schedule. Additionally, our Company has relied on certain assumptions to assess the impact of the said debarment order on business of our Company. In case these assumptions are found to be inaccurate, our assessment may not be correct, which may lead to rescheduling/delay in utilisation of funds raised from the Offer." on page 33.
Skill Development
We are associated as training partner with NSDC and various sector skill councils to undertake skill development training. We are also conducting training for various state skill development missions and currently working in the States of Haryana, Rajasthan, West Bengal, Chhattisgarh, Bihar Punjab and Maharashtra for implementation of shortterm training and recognition of prior learning programs. We also conducted training for Ministry of Rural Development (MoRD) for implementation of Deen Dayal Upadhyay Gramin Kaushal Yojna projects. The Skill Development segment focuses on imparting vocational and technical training across industries to enhance employability. The courses range from vocational education, media & entertainment, healthcare, tourism and hospitality, logistics, automotive, information technology and information technology enabled services, telecom, apparel, beauty and wellness, green jobs, retail, instrumentation, agriculture, electronics and hardware and construction.
Details of number of persons trained in each of the courses offered by us in the six months period ended September 30, 2025 and for the last three Fiscals are as follows:
Particular |
Six months period ended September 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| No of persons trained | ||||
| Vocational Education | 6,535 | 52,155 | - | 3,999 |
| Media & Entertainment | 101 | 429 | 1,787 | 3,355 |
| Healthcare | - | 108 | 33 | 2,320 |
| Logistics | - | - | - | 330 |
| Automotive | - | - | - | 999 |
| IT-ITeS | - | - | 385 | 600 |
| Telecom | - | - | 348 | 480 |
| Apparels | - | 758 | 127 | 573 |
| Beauty and Wellness | - | 238 | 2280 | 418 |
| Green Jobs | - | 205 | - | 474 |
| Retail | - | - | 108 | 150 |
| Instrumentation | - | - | 315 | - |
| Agriculture | - | 70 | - | 240 |
| Particular | Six months period ended September 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| No of persons trained | ||||
| Electronics and Hardware | - | 99 | 2368 | 260 |
| Construction | - | 87 | 10 | - |
| Tourism and Hospitality | - | - | - | 1854 |
| Grand Total | 6,636 | 54,149 | 7,761 | 16,052 |
The training programs are designed to meet current skill sets demanded by the various sectors including management, aviation, apparel, healthcare, etc. As at January 15, 2026, September 30, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, we have trained 6,696 persons completing 358,010 training hours under our skill management operations as follows:
| Details | January 15, 2026 | Six months period ended September 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| Number of persons trained | 6,696 | 6,636 | 54,149 | 7,761 | 16,052 |
| Training Hours | 358,010 | 333,710 | 2,423,550 | 2,550,075 | 5,472,385 |
Revenue from top 5 and top 10 clients from Skill Development services
(Rs. in million)
Six months period ended September 30, 2025 |
Fiscal 2025 |
Fiscal 2024 |
Fiscal 2023 |
|||||
Client Skills Development |
Revenue from such client | As a % of revenue to the segment | Revenue from such client | As a % of revenue to the segment | Revenue from such client | As a % of revenue to the segment | Revenue from such client | As a % of revenue to the segment |
Top 5 clients* |
39.48 | 99.82 | 209.11 | 95.00 | 56.95 | 95.24 | 64.76 | 100.00 |
Top 10 clients* |
39.55 | 100.00 | 219.84 | 95.00 | 59.79 | 100.00 | 64.77 | 100.00 |
* All clients under this segment are government clients
Remote Pilot Training
Through our subsidiary Aerodrone Robotics an entity authorised to provide remote pilot training course for drones. Presently, Aerodrone Robotics has 4 DGCA certified remote pilot instructors (small category) and 1 DGCA Certified remote Pilot instructor (Medium Category) to train the candidates. Aerodrone Robotics has provided successful training to 168 persons to qualify as drone pilot.
Our subsidiary, Aerodrone Robotics has registered itself with DGCA and obtained the necessary license to act as Remote Pilot Training Organization. Aerodrone Robotics, being a licensed authorised Remote Pilot Training Organization, possesses 3 small category drones, and all 3 drones are owned by Aerodrone Robotics. In accordance with Drone Circular 2022, Aerodrone Robotics has registered all three drones on digital sky platform and obtained necessary UIN for the said drones, details of which are provided as below:
UIN |
UAS Model Name | Model Type | UAS Class |
UA0050IS0TC |
A200- XT | TC | Small |
UA0051MS0TC |
A200- XT | TC | Small |
UA00IHBS0TC |
MODEL V | TC | Small |
TC= type certified
We provide a 5-day training for operating small category drone to eligible candidates. To be eligible for drone flying, interested candidates shall be an Indian citizen of sound mind, above 18 years of age and shall be below 65 years of age, should be matriculate from any recognised board and should be able to converse in ordinary English language. The candidates are also required to meet the prescribed medical fitness criteria. The 5-day program comprises of two days online theory classes covering various aspects in respect of drones including government regulations, aerodynamics, and drone configuration etc. Third day comprises training on the simulator at Aerodrone Robotics Turkiawas Centre, situated at Rewari, Haryana to familiarize candidates with drone operations. Fourth and fifth day includes practical drone flying, including night flying, maintenance training, and completion of practical sessions at the Turkiawas Centre. Thereafter a test is conducted by us to assess the candidates knowledge and flying skills. Once the candidate clears the said test, a certificate is awarded to candidate for drone flying which is valid for 10 years.
As per CARE Report (https://innovision.co.in/public/uploads/1781447327.pdf ), the Indian drone industry (domestic use and exports) is expected to reach a market size of around Rs. 750 billion by CY25 and Rs. 1,940 billion by CY28. The domestic drone market (excluding exports) is expected to reach Rs. 710 billion by CY25 and Rs. 1,665 billion by CY28 with an implied CAGR of 90% between CY20-25 and 33% between CY25-28. While defence is expected to remain the largest consuming segment in the domestic market, its share is expected to decline from 85%+ currently to 75% in CY25 and 64% in CY28. The next highest end-user segment is expected to be agriculture, where the share of around 18% in CY25 and 13% in CY28.
Key Financial Metrics
Our revenue from operations for six months period ended September 30, 2025 and for the Fiscals 2025, 2024 and 2023 were 4,799.96 million, Rs. 8,931.31 million, Rs. 5,103.26 million and Rs. 2,555.65 million respectively for the periods mentioned. Our total profit for the year (after tax) was Rs. 200.04 million, Rs. 290.23 million, Rs. 102.72 million and Rs. 88.81 million for six months period ended September 30, 2025, and for the Fiscals 2025, 2024 and 2023, respectively.
We have experienced sustained growth with respect to the various financial indicators as well as improvement over time in our balance sheet position. Further, in the last two (2) Fiscals, we have seen an increase in our net worth at a CAGR of 42.62%.
The table below sets forth some of the key performance indicators for Fiscals 2025, 2024 and 2023:
Key performance indicators of the Company
(Amount in f Millions, except. for share data or as otherwise stated)
| Parameter | Six months period ended September 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| Revenue from Operations (1) | 4,799.96 | 8,931.31 | 5,103.26 | 2,555.65 |
| 2 year Revenue CAGR | - | 86.94% | - | - |
| EBITDA (2) | 304.22 | 517.51 | 196.60 | 163.61 |
| EBITDA Margin% (3) | 6.33% | 5.79% | 3.85% | 6.40% |
| 2 year EBITDA CAGR | - | 80.17% | - | - |
| EBIT (4) | 293.46 | 492.29 | 179.13 | 154.59 |
| PAT (5) | 200.04 | 290.23 | 102.72 | 88.81 |
| PAT Margin % (6) | 4.17% | 3.25% | 2.01% | 3.48% |
| 2 year PAT CAGR | - | 80.78% | - | - |
| EPS (Basic) (7) | 10.82 | 15.62 | 6.29 | 5.01 |
| EPS (Diluted) | 10.82 | 15.62 | 6.29 | 5.01 |
| Total Equity (8) | 1,023.33 | 818.76 | 523.48 | 402.55 |
| Total Debt (9) | 1,123.94 | 790.51 | 481.46 | 333.38 |
| Parameter | Six months period ended September 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| Net Debt (10) | 1,067.82 | 721.55 | 439.31 | 102.36 |
| Net Debt/EBITDA | 3.51 | 1.39 | 2.23 | 0.63 |
| Debt/Equity (11) | 1.10 | 0.97 | 0.92 | 0.83 |
| # Number of outstanding Shares | 18,900,000 | 18,900,000 | 18,900,000 | 18,900,000 |
| NAV/Share | 54.12 | 43.32 | 27.70 | 21.29 |
| ROE (12) | 19.55 | 35.45% | 19.62% | 22.06% |
| ROCE (13) | 18.19% | 40.77% | 26.92% | 32.05% |
* As on March 31, 2023, The Companys paid-up equity was 1.35 million shares. Pursuant to meeting of the Board of Directors of the Company dated November 20, 2023, and subsequent shareholders approval in the EGM dated December 13, 2023, the Company issued 17.55 million shares in the ratio of 13 shares each for every 1 share held. Hence, the relevant ratio as on March 31, 2023 has been calculated assuming the post-Bonus capital for ease of comparison.
For further details on our key performance indicators, see section titled "Basis for Offer Price — Key Financial Performance Indicators" on page 141.
Significant factors affecting our financial condition and results of operations
Our financial condition and results of operations are affected by numerous factors and uncertainties, including those discussed in the section titled "Risk Factors" on page 32. The following is a discussion of certain factors that we believe have had, and will continue to have, a significant effect on our financial condition and results of operations.
Employee benefits expenses and direct expenses
Our business is labour intensive and the major components of our expenses are employee benefit expenses and direct expenses. As on January 15, 2026, we have employed more than 14,000 personnel of which more than 6,500 were
| Notes: |
| (1) ‘‘Revenue from Operations refers to the income generated from a companys core business activities during a specific period. This includes all revenue streams directly related to the primary operations of the company, i.e., Security Services, Toll Management and Skill Development. |
| (2) ‘EBITDA has been calculated as ‘Profit for the year + tax expense + finance cost + depreciation and amortisation. |
| (3) ‘EBITDA Margin % has been calculated as ebitda / Revenue from Operations *100 |
| (4) ‘EBIT has been calculated as Profit for the year + tax expense + finance cost. |
| (5) PAT refers to the profit after tax and excludes the other comprehensive income. |
| (6) ‘PAT Margin % has been calculated as PAT / Revenue from Operations* 100 |
| (7 EPS refers to the earnings per share and has been calculated as ) PAT + other comprehesive income / Weighted average number of equity shares * 100 where weighted average number of equity shares are 1,89,00,000. |
| (8) ‘Total Equity is calculated as the difference between a companys total assets and its total liabilities and does not include the noncontrolling interest. |
| (9) ‘Total Debt has been calculated as ‘Long term borrowings + Short term borrowings. |
| (10) ‘Net Debt has been calculated as ‘Total Debt — Cash and Cash Equivalent. |
| (11) ‘Debt/Equity has been calculated as Total Debt / Total Equity |
| (12) ‘NAV / Share has been calculated as Net Worth as of the end of relevant year divided by the number of equity shares outstanding at the end of the year. |
| (13) ‘ROE refers to the return on equity and is calculated as PTA / Total Equity*100. |
| (14) ‘ROCE refers to the return on capital employed and has been calculated as |
| EBIT./ Total Equity+Total Debt+Lease liabilities—Cash and Cash Equivalent—Other bank balances* 100 |
employed in manned private security services, more than 550 were employed in toll plaza management, more than 1,200 were employed in IFM services and more than 4,550 persons in manpower sourcing and payroll. The details of workforce deployed for the six months period ended September 30, 2025, and financial year ended as on March 31, 2025, March 31, 2024, and March 31, 2023, in our business verticals are as follows:
| Vertical | As at January 15,2026 | Six months period ended September 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| Manned private security services | 6,974 | 7,384 | 6,576 | 5,866 | 6,105 |
| Toll Plaza Management | 574 | 543 | 526 | 498 | 122 |
| Manpower sourcing and payroll | 4,555 | 6,838 | 7,406 | 5,971 | 3,891 |
| IFM Services | 1,243 | 1,268 | 1,952 | 1,321 | 1,474 |
| Other Staff * | 800 | 634 | 301 | 1,780 | 799 |
| Total | 14,146 | 16,667 | 16,761 | 15,436 | 12,391 |
*Other staff includes Company officials, supervisory and office staff and contractual trainers/staff.
The expenses incurred towards employee benefit expenses and direct expenses for the six-month period ended September 30, 2025, and Fiscal 2025, 2024, and 2023 are as below:
(Rs. in million)
| Particulars | Six months period ended September 30, 2025 | Fiscals | ||
| 2025 | 2024 | 2023 | ||
| Employee benefit expenses | 1,888.30 | 3,508.33 | 2,503.81 | 2,026.53 |
| % of Total Expenses | 41.09 | 40.94% | 49.96% | 81.94% |
| Direct expenses | 2,573.32 | 4,839.58 | 2,335.87 | 331.67 |
| % of Total Expenses | 56.00 | 56.48% | 46.61% | 13.41% |
Our employee benefit expenses consist of salaries and allowances, directors remuneration, contribution to provident fund, gratuity fund and other funds, insurance expenses and staff welfare expenses. Our direct expenses are divided under two categories namely (i) toll expenses; and (ii) skills, training and development expenses. Toll expenses primarily include toll charges and toll maintenance and other miscellaneous expenses. Skills, training and development expenses include assessment, certification, fee & subscription expenses, training expenses, one time travel cost expenses, boarding and lodging expenses and post placement support expenses. Due to a shift in revenue share among different verticals, there has been a reallocation of expenses. The direct expenses in the toll vertical, particularly the weekly remittance as per agreements, represent a substantial portion of the overall toll collections. This expense has become more significant, leading to a decreased proportion of costs related to employee benefit expenses.
The table below depicts the details of average monthly attrition rate of employees in our Company for the periods indicated:
Particulars |
January 15,2026 | September 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
Attrition Rate*(%) |
8.50 | 7.00 | 7.27 | 5.51 | 4.77 |
Average monthly number of employees exited |
1,417 | 1,173 | 1,102 | 683 | 543 |
*Attrition Rate = Total no. of employees exited / Number of total manpower in the beginning of the period / Number of Month in the Fiscal or stub period
We believe that our Companys growth and work environment combined with our employee satisfaction rate has allowed us to attract talent on a large scale. Increases in our employee benefits payment obligations, whether as a result of a negotiated increase by our employees or due to changes in applicable laws, including minimum wage laws, which we are unable to pass on to our clients, in a timely manner, or at all, could have a significant impact on our total expenses and consequently our financial condition. In addition, we rely on our employees to render services at our clients premises and in the event our employee relationships deteriorate or if we experience labour unrest, strikes and other labour action, there could be an adverse impact on our delivery of services to clients.
General economic factors and the regulatory environment
Demand for private security and facility management services, including our security services, is significantly affected by the general level of economic activity and economic conditions in the various regions and sectors in which we operate. An economic downturn in a region or sector in which we operate may adversely affect our operations in that region or sector, as the scale of operations of our clients may decrease and the ability of our clients to pay for our services may be impaired. Many of our top clients operate in sectors which may be significantly impacted by a downturn in local and global markets. We could experience more competitive pricing pressure during periods of economic downturn and a shift to unorganized or local players. Also, declining unemployment levels may make it harder for us to recruit personnel to render services at our customer premises.
Regulatory environment for the labour market in India
We are subject to labour legislations that protect the interests of workers, as well as laws and regulations relating to employee welfare and benefits such as minimum wage and maximum working hours, overtime, working conditions, non-discrimination, employee compensation, employee state insurance, bonus, gratuity, provident fund, leave benefits and other such employee benefits. These laws in India are enacted both by the Central Government and the State Governments in India. These laws and regulations vary from state to state in India and are subject to changes. For details, see section titled "Key Regulations and Policies in India " on page 251. This legislation requires compliance, from time to time, which may among others, involve payments to be made depending upon their period of employment. If we fail to comply with labour welfare legislations, we may be exposed to fines and we may also face the risk of our licenses under applicable legislations being cancelled or suspended. Further, in the event the welfare requirements under labour regulations applicable to us are changed, which leads to an increase in employee benefits payable by us or results in a or a steep increase in minimum wages payable by us, there can be no assurance that we will be able to recover such increased amounts from our clients in a timely manner, or at all.
The Government of India has recently introduced
(a) the Code on Wages, 2019 ("Wages Code");
(b) the Code on Social Security, 2020 ("Social Security Code");
(c) the Occupational Safety, Health and Working Conditions Code, 2020; and
(d) the Industrial Relations Code, 2020, which consolidate, subsume and replace numerous existing central labour legislations. While the rules for implementation under these codes, apart from the Code on Wages (Central Advisory Board) Rules, 2021 which prescribes, inter alia, the constitution and functions of the Central Advisory Board set up under the Wages Code, have not been notified, we are yet to determine the impact of all or some such laws on our business and operations which may restrict our ability to grow our business in the future.
Competition
We are in the business of providing manpower solutions, with a focus on delivering security services, integrated facility management services, manpower sourcing and payrolling, toll plaza management services to our clients on a pan-India basis, we compete with a range of organized and unorganized competitors depending on the nature and location of services provided. Many of the industries that we operate in have low entry barriers. As a result, we face competition from both unorganized segment and from established players with substantial marketing and financial resources at their disposal. We expect competition levels to remain high, which could constrain our ability to maintain or increase our market share or profitability. We believe that we stand differentiated vis-a-vis our competitors due to our recruitment abilities across business segments and due to our positioning as an integrated provider of business services to our clients. Our continued success depends on our ability to compete effectively by providing high-quality service levels and developing strong relationships and value-added services to our existing and future clients.
Sustainability of revenue is crucial for our Companys growth
Our revenues are based on our ability to secure Manpower service contracts, toll plaza management contracts, skill development contracts and to complete the same successfully on a regular basis. Our revenues from our Manpower services vertical are dependent on providing various manned private security services or IFM services or manpower sourcing and payroll services, whereas our toll plaza management services and skill development training services are dependent on our ability to bid and win various tenders floated by the relevant government agencies. The sustainability of revenues is largely dependent on our ability to execute the above contracts on a regular basis, in a timely manner and in accordance with the terms of the respective contracts. Since FY 2023, our revenues have increased from Rs.2,555.65 million to Rs.5,103.26 million in FY 2024 and to Rs. 8,931.31 million in FY 2025. This increase is mainly on account of sustained revenues in our manpower service vertical and our skill development vertical, while considerable increase in our toll plaza management vertical, as detailed below in this section.
We also depend on sustaining and increasing our revenues on the basis of size of our contracts and any decrease in our contract size will lead to lower revenues, increased manpower cost and reduced profitability. The below table indicates our revenues from our top 10 largest contracts:
(Rs. in million)
Particulars |
Six months period ended September 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
Top 10 Contract size |
14,090.54 | 10,541.53 | 6,536.57 | 2,000.36 |
Revenue from top 10 contracts |
4,090.82 | 6,533.02 | 3,760.76 | 1,387.02 |
% of revenue to contract size |
29.03% | 68.13 | 57.53 | 69.34 |
In case there is any reduction in the contract size, even to the extent of 10.00% or 20.00%, our revenues may be significantly impacted, to the extent of reduction in such contract value of one or more contracts.
Significant Accounting Policies
1. Company background
Innovision Limited (referred to as "Company") is a limited company domiciled in India and is incorporated under the provision of the Companies Act, 1956 (referred to as "Act"). The registered office of the Company is located at 1/209, First Floor, Sadar Bazar, Delhi Cantt, South West Delhi, Delhi- 110010, India & the corporate office of the Company is located at Plot no. 251, Udyog Vihar, Phase IV, Sector 18, Gurugram, Haryana-122015. The principal place of business of the Company is in India.
The Company is engaged in the business of providing Security Services, Toll Management and Skill Training.
2. Basis of preparation of financial statements and significant accounting policies
2.1 Statement of Compliance
The Restated Consolidated Financial Statements have been prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") notified under section 133 of the Companies Act, 2013 read with rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time and other relevant provisions of the Act. The Financial Statements comply with IND AS notified by Ministry of Corporate Affairs ("MCA"). The Company has consistently applied the accounting policies used in the preparation for all periods presented.
2.2 (a) Basis ofpreparation and presentation
The Restated Consolidated Financial Statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) specified under Companies (Indian Accounting Standards) Rules, 2015 (as amended) prescribed by Section 133 of the Companies Act, 2013 (the ‘Act) and other recognised accounting principles and policies generally accepted in India, including the requirements of the Act, these Restated Consolidated Financial Statements are presented only for the limited purpose of preparation of Restated Consolidated Financial Statements of the Company for aforementioned periods for their inclusion in the draft red herring prospectus (DRHP), red herring prospectus (RHP) and Prospectus ("Prospectus" collectively with DRHP and
RHP referred to as "Offer Documents") to be prepared by the Company for filing with the Securities Exchange Board of India ("SEBI"), BSE Limited, National Stock Exchange of India Limited, the Registrar of Companies, Delhi and Haryana at New Delhi in connection with its proposed Initial Public Offer ("IPO") in terms of the requirements of:
(a) Section 26 of Part I of Chapter III of the Companies Act, 2013 as amended and any rules issued thereunder (the "Act")
(b) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time (the ‘SEBI ICDR Regulations); and
(c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI"), as amended from time to time (the "Guidance Note").
The Restated Consolidated Financial Statements have been compiled by the management from:
a) The Audited Special Purpose Interim consolidated Ind AS financial statements of the Group as at and for six months period ended September 30, 2025 prepared in accordance with the Indian Accounting Standard (Ind AS) 34 "Interim Financial Reporting", specified under section 133 of the Act and other accounting principles generally accepted in India (the "Special Purpose Interim Consolidated Ind AS Financial Statements") which have been approved by the Board of Directors at their meeting held on January 27, 2025.
b) The Audited special purpose Consolidated Ind AS financial statements of the group as at and for the year ended March 31, 2025 prepared in accordance with Indian Accounting standards (refer to as IND AS) as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meetings held on May 31, 2025.
c) The Audited special purpose Consolidated Ind AS financial statements of the group as at and for the year ended March 31, 2024 prepared in accordance with Indian Accounting standards (refer to as IND AS) as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meetings held on July 16, 2024.
d) The Audited special purpose consolidated IND AS financial statements of the Group as at and for the year ended March 31, 2023 prepared in accordance with Ind AS as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on July 16, 2024. The financial information for the years ended March 31, 2023 included in the special purpose consolidated Ind AS financial statements are based on the previously issued statutory consolidated financial statements prepared for the year ended March 31, 2023 in accordance with the Companies (Accounting Standard) Rules, 2006 & audited and reported by erstwhile statutory auditor M/s Rajiv Mehta & Associates, Chartered Accountants having firm registration number 017137N who has issued an unmodified audit opinion vide audit reports dated September 6, 2023 respectively and which has been translated into figures as per Ind AS after incorporating Ind AS adjustments to align accounting policies, exemptions and disclosures as adopted by the Company.
The Restated Consolidated Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards (IND AS) notified under the Companies (India Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standard) (Amendment) Rules,2016. The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under section 133 of the Companies Act 2013 ("the Act"), the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("the SEBI regulations") and the Guidance note on Reports in Company prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (ICAI), as amended from time to time.
The Restated Consolidated Financial Statements:
(a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2025, 2024 and 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and
(b) do not require any adjustment for modification as there is no modification in the underlying audit reports.
An explanation of how the transition to Ind AS has affected the previously reported financial position, financial performance and cash flows of the Group is provided in Note No. 36. The resulting adjustment arising from events and transactions before the date of transition to Ind-AS were recognized directly through retained earnings as at April 01, 2022, as required by Ind- AS 101.
Ministry of Corporate Affairs ("MCA") through a notification dated March 24, 2021, amended Division II of Schedule III of the Companies Act, 2013. These amendments are applicable for the reporting year beginning on or after April 1, 2021. Pursuant to these amendment, the comparative figures as disclosed in these restated Consolidated Financial Statements have been regrouped/reclassified, wherever necessary, to make them comparable to current year figures.
The Ministry of Corporate Affairs has vide notification dated March 23, 2022 notified Companies (Indian Accounting Standards) Amendment Rules, 2022 which amends certain accounting standards, and are effective from April 1, 2022. Below is a summary of such amendments:
| Title | Key Requirements |
| Ind AS 16, Property, Plant and Equipment | Proceeds before intended use of property, plant and equipment: The amendment clarifies that an entity shall deduct from the cost of an item of property, plant and equipment any proceeds received from selling items produced while the entity is preparing the asset for its intended use (for example, the proceeds from selling samples produced when testing a machine to see if it is functioning properly). |
| Ind AS 37, Provisions, Contingent Liabilities and Contingent Assets | Onerous Contracts - Cost of fulfilling a contract: The amendment explains that the cost of fulfilling a contract comprises: the incremental costs of fulfilling that contract and an allocation of other costs that relate directly to fulfilling contracts. |
| Ind AS 103, Business combinations | References to the conceptual framework: The amendment adds a new exception in Ind AS 103 for liabilities and contingent liabilities. |
| Ind AS 109, Financial Instruments | Fees included in the 10% test for derecognition of financial liabilities: The amendment clarifies which fees an entity includes when it applies the ‘ 10% test in assessing whether to derecognise a financial liability. An entity includes only fees paid or received between the entity (the borrower) and the lender, including fees paid or received by either the entity or the lender on the others behalf. |
| Ind AS 101, First time adoption | Subsidiary as a first-time adopter: Simplifies the application of Ind AS 101 by a subsidiary that becomes a first-time adopter after its parent in relation to the measurement of cumulative translation differences. |
| Title | Key Requirements |
| Ind AS 41, Agriculture | Taxation in the fair value measurements: The amendment removes the requirement in Ind AS 41 for entities to exclude cash flows for taxation when measuring fair value. This aligns the fair value measurement in Ind AS 41 with the requirements of Ind AS 113, Fair Value Measurements. |
These amendments are not expected to have a material impact on the Company in the current or future reporting periods and on foreseeable future transactions.
All the amounts included in the Restated Consolidated Financial Statements are presented in Indian Rupees (‘Rupees or ‘Rs. or ‘INR), which is also the functional currency of the Company, and are rounded to the nearest millions, except per share data and unless stated otherwise.
The Restated Consolidated Financial Statements have been prepared on going concern basis.
(b) Basis of Consolidation
The Consolidated financial information include the financial statements of the Company and its subsidiaries. Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Power is demonstrated through existing rights that give the ability to direct relevant activities, those which significantly affect the entitys returns. The financial statements of subsidiaries are included in the Restated Consolidated Financial Statements from the date on which control commences until the date on which control ceases.
The Restated Consolidated Financial Statements of the Company and financial statements of the subsidiaries are consolidated on a line-by-line basis by adding together the book values of like items of assets, liabilities, incomes and expenses, after eliminating intra-Company balances, intra-Company transactions and any unrealised incomes and expenses arising from intra-Company transactions. These Restated Consolidated Financial Statements are prepared by applying uniform accounting policies in use at the Company.
The carrying amount of the parents investment in the subsidiary is offset (eliminated) against the parents portion of equity in the subsidiary. Non-Controlling Interests ("NCI") share of profit/loss of the consolidated subsidiary for the year is identified and adjusted against the income of the Group in order to arrive at the net income attributable to shareholders of the Company. NCIs share of net assets of the consolidated subsidiary is identified and presented in the Consolidated Balance Sheet.
When the Company loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related NCI and other component of equity. Any interest retained in the former subsidiary is measured at fair value at the date the control is lost. Any resulting gain or loss is recognised in the Restated Statement of Profit and Loss.
Statement showing percentage holding of the Company in its Subsidiaries:
| Sr. No. Name of Subsidiary | Six months period ended September 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
||||
| No. of shares | % holding | No. of shares | % holding | No. of shares | % holding | No. of shares | % holding | |
| 1 Woke India Foundation* | 9,998 | 99.98 | 9,998 | 99.98 | 9,998 | 99.98 | 9,998 | 99.98 |
2 Vetted Consultants Private Limited |
- | - | - | - | - | - | 9,900 | 99.00 |
| 3 Aerodrone Robotics Private Limited | 5,100 | 51.00 | 5,100 | 51.00 | 5,100 | 51.00 | ||
| 4 Innovision International private limited | 10,000 | 100.00 | 10,000 | 100.00 | - ** |
- ** |
||
| 5 Innovision HR Consultancy L.L.C | 100 | 100.00 | 100 | 100.00 | -*** | -*** | ||
*Woke India Foundation has been incorporated under Section 8 of the Companies Act, 2013. As per para 6 of Ind AS 110 "an investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. " Since, Innovision Ltd. has no right to variable returns or the surplus generated by Woke India Foundation as it is a not-for-profit company, the same is not considered for line-by-line consolidation.
** Innovision International Private Limited was incorporated on April 28th, 2024.
***Capital commitment pertaining to investment- the company has given capital commitment towards Wholly Owned Subsidiary named "Innovision HR Consultancy L.L.C" incorporated on November 13th, 2024 and the same has been fully met as on May 17, 2025.
2.3 Historical Cost Convention
The Restated Consolidated Financial Statements have been prepared on a historical cost basis, except for the following financial assets and liabilities measured at fair value:
- Certain financial assets and liabilities measured at fair value (refer note 2.5.10 for the accounting policy regarding financial instruments),
- Certain investments measured at fair value
2.4 Use of estimates and judgements
The preparation of Restated Consolidated Financial Statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Companys accounting policies. This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Detailed information about each of these estimates and judgements is provided below.
(i) Estimation of Defined Benefit Obligation
The present value of the defined benefit obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for post-employment plans include the discount rate, attrition rate, mortality rates. Any changes in these assumptions will impact the carrying amount of such obligations. The group estimates the appropriate rates at the end of each year. Refer note 35 for the details of the assumptions used in estimating the defined benefit obligation.
(ii) Income taxes
Significant judgments are involved in determining the provision for income taxes including judgment on whether tax positions are probable of being sustained in tax assessments. A tax assessment can involve complex issues, which can only be resolved over extended time periods.
(iii) Deferred taxes
Deferred tax is recorded on temporary differences between the tax bases of assets and liabilities and their carrying amounts, at the rates that have been enacted or substantively enacted at the reporting date. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable profits during the periods in which those temporary differences and tax loss carry-forwards become deductible. The Company considers the expected reversal of deferred tax liabilities and projected future taxable income in making this assessment. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry-forward period are reduced.
(iv) Expected credit loss
The impairment provisions of financial assets are based on the assumptions about risk of default and expected timing of collection. The Company uses judgement in making these assumptions and selecting inputs to the impairment calculation, based on the Companys history of collections, customers creditworthiness, existing market conditions as well as forward looking estimates at the end of each reporting period.
(v) Lease term
Critical judgements required in the application of Ind AS 116 may include, among others, the following:
- Identifying whether a contract (or part of a contract) includes a lease;
- Determining whether it is reasonably certain that an extension or termination option will be exercised.
- Classification of lease agreements (when the entity is a lessor);
- Determining the stand-alone selling prices of lease and non-lease components.
Key sources of estimation uncertainty in the application of Ind AS 116 may include, among others, the following:
i) Estimation of the lease term;
ii) Determination of the appropriate rate to discount the lease payments.
iii) Assessment of whether a right-of-use asset is impaired.
Revenue recognition
Application of the accounting principles under Ind AS 115 related to the measurement and recognition of revenue requires judgments and estimates. Complex arrangements with customers, Government Authorities and other partners may require significant contract interpretation to determine the appropriate accounting. Specifically, the determination of whether the Company is a principal to a transaction (gross revenue) or an agent (net revenue) may require considerable judgment.
The Company has used revenue recognition methodology for toll receipts to determine its role as either a principal or an agent based on the nature of control over the goods or services before their transfer to the customer. Accordingly, since as part of the contracts or projects, the Company pays a fixed annual bid amount to NHAI and retains the entire toll collections, the Company is classified as a ‘Principal, as it assumes control, risks, and rewards associated with the toll operations. In such cases, the full toll amount is recognised as revenue, and the bid amount is recorded as an expense.
2.5 Significant accounting policies
2.5.1 Revenue recognition
Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration) allocated to that performance obligation. The transaction price of goods sold and services rendered is net of variable consideration on account of various discounts and schemes offered by the Company as part of the contract. Revenue is recognized when the control is transferred to the customer and when the Company has completed its performance obligations under the contracts.
At the inception of the new contractual arrangement with the customer, the Company identifies the performance obligations inherent in the agreement. The terms of the contracts are such that the services to be rendered represent a series of services that are substantially the same with the same pattern of the transfer to the customer.
Revenue is recognized as follows:
(i) Revenue from services represents the amounts receivable for services rendered.
(ii) For contract-based business (Expressed or implied), revenue represents the sales value of work carried out for customers during the period. Such revenues are recognized in the period in which the service is rendered.
(iii) Unbilled revenue (contract assets) net of expected deductions is recognized at the end of each period. Such unbilled revenue is reversed in the subsequent period when actual invoice is raised.
(iv) Unearned income (contract liabilities) represents revenue billed but for which services have not yet been performed. The same is released to the statement of profit and loss as and when the services are rendered.
(v) Revenue from security services include revenue generated from Facilities Management, Housekeeping, Human Resources Recruitment, Placement and Training.
(vi) Revenue from the use of assets such as rent for using property, plant and equipment is recognized on a straight-line basis over the terms of the related leases unless payments are structured to increase in line with the expected general inflation to compensate for the lessors expected inflationary cost increase.
Revenue from service:
(a) Security services
In contracts involving the rendering of services, revenue is measured using the proportionate completion method when no significant uncertainty exists regarding the amount of the consideration that will be derived from rendering the service. When the contract outcome cannot be measured reliably, revenue is recognized only to the extent that the expenses incurred are eligible to be recovered.
Estimates of revenue, costs or extent of progress towards completion are revised if circumstances change. Any resulting increases or decreases in estimated revenue or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known to the management.
Multiple-element arrangements
When a sales arrangement contains multiple elements, such as services, material and maintenance, revenue for each element is determined based on each elements fair value.
Revenue recognition for delivered elements is limited to the amount that is not contingent on the future delivery of products or services, future performance obligations or subject to customer-specified return or refund privileges.
The undiscounted cash flows from the arrangement are periodically estimated and compared with the unamortized costs. If the unamortized costs exceed the undiscounted cash flow, a loss is recognized.
(b) Toll management
The income from Toll Contracts is recognised on cash basis.
(c) Interest income
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time proportion basis, by reference to the principal outstanding and effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that assets net carrying amount on initial recognition.
(d) Rental income
Rental income arising from operating leases on investment properties is accounted for on a straight-line basis over the lease term unless payments are structured to increase in line with the expected general inflation to compensate for the lessors expected inflationary cost increase and is included in revenue in the statement of profit or loss due to its operating nature.
2.5.2 Cost of Revenues Direct costs
Direct costs include amount payable to NHAI and cost of skills, training and development expenses and direct related cost for the period based on the contracts. The costs are recognized over the period of time as per the contracts.
Other Costs
Other costs include employees costs, costs for providing the security services, toll management and skills, training and development expenses, depreciation and amortization, general and administrative costs.
2.5.3 Property, plant and equipment
i. Recognition and measurement
Items of property, plant and equipment are measured at cost, which includes capitalised borrowing costs, less accumulated depreciation and accumulated impairment losses, if any. Cost of an item of property, plant and equipment comprises its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and rebates, any directly attributable cost of bringing the item to its working condition for its intended use and estimated costs of dismantling and removing the item and restoring the site on which it is located. The cost of improvements to leasehold premises, if recognition criteria are met, have been capitalised and disclosed separately under leasehold improvement.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.
ii. Subsequent expenditure
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.
iii. Depreciation
Depreciation is provided on written down value method and charged to statement of profit and loss as per the rates prescribed under the schedule II of the Companies Act, 2013, given below:
| S. No. Asset Category | Rate of Depreciation (per annum) |
| 1. Computers | 63.16% |
| 2. Plant & machinery | 13.91% |
| 3. Furniture & fixtures | 25.89% |
| 4. Office equipment | 13.91% |
| 5. Vehicles | 25.89% |
| 6. Freehold land | N.A. |
| 7. Buildings | 9.50% |
Depreciation method, useful lives and residual values are reviewed at each financial year-end and adjusted, if appropriate. Based on technical evaluation and consequent advice, the management believes that its estimates of useful lives as given above, best represent the period over which management expects to use these assets. Depreciation on additions/(disposals) is provided on a pro-rata basis, i.e., from/ (upto) the date on which asset is ready for use/ (disposed off).
The carrying amounts of assets are reviewed at each Balance Sheet date to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount of the asset is estimated. For assets that are not yet available for use, the recoverable is estimated at each Balance Sheet date. An impairment loss is recognised whenever the carrying amount of an asset or cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the Statement of profit and loss. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would have been determined net of depreciation or amortisation, if no impairment loss had been recognised.
2.5.4 Intangible assets
Separately acquired intangible assets, such as software are measured initially at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in the statement of profit and loss in the year in which the expenditure is incurred. Intangible assets with finite useful lives are carried at cost and are amortised on a written down value basis over their estimated useful lives and charged to statement of profit and loss.
Software and licenses acquired are amortized at the rate of 45.07% per annum on written down value method. Other intangibles i.e. right to use brand and non-compete right acquired in business combination are amortized over their useful life on straight line basis, which is taken to be five years.
The amortization period and the amortization method are reviewed at financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets is recognised in the statement of profit and loss unless such expenditure forms part of carrying value of another asset.
2.5.5 Foreign exchange transactions
Foreign currency transactions are recorded at the exchange rate prevailing on the date of transaction.
At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at that date. The net gain or loss arising on restatement/ settlement is recorded in Statement of Profit and Loss.
Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of the transaction. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined.
2.5.6 Employee benefits
Employee benefits include provident fund, employee state insurance scheme and gratuity.
Defined contribution plans:
The Companys contribution to provident fund and employee state insurance scheme are considered as defined contribution plans and are charged as an expense based on the amount of contribution required to be made and when services are rendered by the employees.
Defined benefit plans:
For defined benefit retirement plans in the form of gratuity, the cost of providing benefits is determined using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date. Remeasurement, comprising actuarial gains or losses is reflected immediately in the Balance Sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Past service cost is recognised in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. The retirement benefit obligation recognised in the Balance Sheet represents the present value of the defined benefit obligation. Defined benefit costs are categorised as follows:
• service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements);
• net interest expense or income; and
• remeasurement
The Company presents the first two components of defined benefit costs in profit or loss in the line item ‘Employee benefits expense. Curtailments gains and losses are accounted as past service costs.
2.5.7 Statement of Cash flows
Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.
Cash flows are reported using the indirect method, whereby profit / (loss) before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.
Amount received by the Company pending settlement are disclosed as amount payable to the merchants under "Other current financial liabilities". Amount receivable from banks, wallets and cards are disclosed under the "Other current financial assets". Changes in these balances are included in the cash flow from operating activities.
2.5.8 Earnings per share
Basic Earnings Per Share (‘EPS) is computed by dividing the net profit attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the net profit by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares.
Dilutive potential equity shares are deemed converted as of the beginning of the year, unless issued at a later date. In computing diluted earnings per share, only potential equity shares that are dilutive and that either reduces earnings per share or increases loss per share are included. The number of shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented in case of share splits and bonus shares for changes effected prior to the approval of the Restated Consolidated Financial Statements by the Board of Directors.
2.5.9 Taxation
Income tax expense comprises current and deferred tax. Current and deferred tax are recognised in profit or loss except to the extent that it relates to items recognised directly in other comprehensive income or equity, in which case it is recognised in other comprehensive income or equity.
Current tax
Current tax is the expected tax payable on the taxable income for the year, using tax rates applicable for the relevant year, and any adjustment to tax payable in respect of previous years after considering tax allowance and exemptions under the Income Tax laws.
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Restated Consolidated Financial Statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary difference can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
2.5.10 Financial Instruments
Financial assets and financial liabilities are recognized when the company becomes a party to the contractual provisions of the instruments.
Initial recognition and measurement
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in statement of profit and loss.
Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade dates basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.
All Recognized financial assets are subsequently measured in their entirety at either amortized cost or fair value, depending on the classification of the financial assets.
Classification of financial assets
Financial assets at amortised cost
Debt instruments are subsequently measured at amortised cost if these financial assets are held within a business model whose objective is to hold these assets in order to collect contractual cash flows and contractual terms of financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial Assets at fair value through other comprehensive income
Debt Instruments are measured at fair value through other comprehensive income (FVTOCI) if these financial assets are held within business model whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets.
Interest income is recognised in statement of profit and loss for FVTOCI debt instruments. Other changes in fair value of FVTOCI financial assets are recognized in other comprehensive income. When the investment
is disposed of, the cumulative gain or loss previously accumulated in reserves is transferred to statement of profit and loss.
Equity instruments at fair value through other comprehensive income
The Company carries certain equity instruments which are not held for trading. At initial recognition, the Company may make an irrevocable election to present subsequent changes in the fair value of an investment in an equity instrument in other comprehensive income (FVTOCI) or through statement of profit and loss (FVTPL). For investments designated to be classified as FVTOCI, movements in fair value of investments are recognized in other comprehensive income and the gain or loss is not transferred to statement of profit and loss on disposal of investments. Dividends from these investments are recognized in the statement of profit and loss.
Financial assets at fair value through profit or loss
Financial assets are measured at fair value through profit or loss (FVTPL) unless it is measured at amortised cost or fair value through other comprehensive income on initial recognition. The transaction cost directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognised in the statement of profit and loss.
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on re-measurement recognised in statement of profit and loss. The gain or loss on disposal is recognised in statement of profit and loss.
Interest and dividend on these assets are recognized in the statement of profit and loss.
Derecognition of financial assets
The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
On derecognition of a financial asset in its entirety, the difference between the assets carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in statement of profit and loss if such gain or loss would have otherwise been recognised in statement of profit and loss on disposal of that financial asset.
Foreign exchange gains and losses
The fair value of financial assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period.
For foreign currency denominated financial assets that are measured at amortised cost and FVTPL, the exchange difference are recognised in profit or loss.
Financial liabilities and equity instruments
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instrument
An equity instrument is a contract that evidences residual interest in the assets of the company after deducting all of its liabilities. Equity instruments recognized by the Company are recognized at the proceeds received net off direct issue cost. The transaction costs of an equity transaction are accounted for as a deduction from equity to the extent they are incremental costs directly attributable to the equity transaction.
Financial liabilities
All financial liabilities are subsequently measured at amortized cost using the effective interest method or at Fair Value Through Profit or Loss (FVTPL).
Financial liabilities that are not held-for-trading and are not designated as at FVTPL are measured at amortised cost at the end of subsequent accounting periods. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.
Contingent consideration recognized in a business combination and contracts to acquire non-controlling interests are subsequently measured at FVTPL.
Derivatives are also recognized and measured at FVTPL
Foreign exchange gains and losses
For financial liabilities that are denominated in a foreign currency and are measured at amortized cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortized cost of the instruments and are recognized in ‘Other income.
The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. For financial liabilities that are measured as at FVTPL, the foreign exchange component forms part of the fair value gains or losses and is recognized in profit or loss.
Derecognition of financial liabilities
The Company derecognizes financial liabilities when, and only when, the Companys obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in statement of profit and loss.
Effective interest method
The effective interest method is a method of calculating the amortised cost of an instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees paid or received that form an integral part of the effective interest rate, transaction costs and other premium or discounts) through the expected life of the instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
Income is recognized on an effective interest basis for instrument other than those financial assets classified as at FVTPL. Interest income is recognized in profit or loss and is included in the ‘Other income line item.
2.5.11 Impairment of financial assets
Impairment of financial assets Loss allowance for expected credit losses is recognized for financial assets measured at amortized cost and fair value through other comprehensive income. The Company applies the expected credit loss model for recognizing impairment loss on trade receivables, unbilled receivables, lease receivables, other debt instruments and financial guarantees not designated as at FVTPL.
The Company applies approach permitted by Ind AS 109 Financial Instruments, which requires expected lifetime losses to be recognized from initial recognition of receivables. For the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Company has used a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is computed based on a provision matrix which takes into account historical credit loss experience and adjusted for forward-looking information.
2.5.12 Provisions & contingent liabilities
Provisions, involving substantial degree of estimation in measurement, are recognized when there is a present obligation (legal or constructive) as a result of past events and it is probable that there will be an out flow of resources and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset, if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
Contingent liabilities are possible obligations that arise from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events not wholly within the control of the Company. Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Contingent liabilities are disclosed on the basis of judgment of the management/independent experts. These are reviewed at each balance sheet date and are adjusted to reflect the current management estimate.
Contingent assets are neither recognized nor disclosed in the Restated Consolidated Financial Statements.
2.5.13 Leases
The Company as lessee
The Company assesses whether a contract is or contains a lease, at inception of the contract. The Company recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
Ind AS 116, Leases has been applied using the modified retrospective approach, under which the difference between right-to-use asset and lease liabilities is adjusted against retained earnings as on the date of transition, also adjusted by the amount of any prepaid or accrued lease payments relating to those leases.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise:
• Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable;
• The amount expected to be payable by the lessee under residual value guarantees;
• Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The lease liability is presented as a separate line in the statement of financial position.
The Company remeasures the lease liability (and makes a corresponding adjustment to the related right-of- use asset) whenever:
• The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.
• A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.
The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.
The right-of-use assets are presented as a separate line in the statement of financial position.
The Company applies Ind AS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described in accounting policy 2.4.9 ‘Impairment of tangible and intangible assets other than goodwill.
Variable rents that do not depend on an index or rate are not included in the measurement the lease liability and the right-of-use asset. The related payments are recognized as an expense in the period in which the event or condition that triggers those payments occurs and are included in the line "Other expenses" in profit or loss.
As a practical expedient, Ind AS 116 permits a lessee not to separate non-lease components, and instead account for any lease and associated non-lease components as a single arrangement. The company has availed this practical expedient.
2.5.14 Operating cycle
All assets and liabilities are classified as current or non-current as per the Companys normal operating cycle. Normal operating cycle is based on the time between the acquisition of assets for processing and their realization into cash and cash equivalents. The Company has determined its operating cycle as twelve months for the purpose of classification of its assets and liabilities as current and non-current.
2.5.15 First-time adoption - mandatory exceptions and optional exemptions
Overall principle
The company has prepared the opening Balance Sheet as per Ind AS as at date of transition April 1, 2022 by recognizing all assets and liabilities whose recognition is required by Ind AS, not recognizing items of assets or liabilities which are not permitted by Ind AS, by reclassifying items from previous GAAP to Ind AS as required under Ind AS, and applying Ind AS in measurement of recognized assets and liabilities. However, this principle is subject to the certain exceptions and certain optional exemptions availed by the Company as detailed below.
The effect on reported financial position and financial performance of the Company on transition to Ind AS has been provided in note no.36, which also includes reconciliations of total equity and total comprehensive income for comparative years under Indian GAAP to those for respective years under Ind AS.
Mandatory exceptions to retrospective application
The Company has applied the following exceptions to the retrospective application of Ind AS as mandatorily required under Ind AS 101 "First Time Adoption of Indian Accounting Standards".
Estimates
On assessment of estimates made under the previous GAAP financial statements, the Company has concluded that there is no necessity to revise such estimates under Ind AS, as there is no objective evidence of an error in those estimates.
Classification and measurement of financial assets
The Company has followed classification and measurement of financial assets in accordance with Ind AS 109 - Financial Instruments on the basis of facts and circumstances that existed at the date of transition to Ind AS.
Impairment of financial assets
The Company has applied the impairment requirements of Ind AS 109 retrospectively; however, as permitted by Ind AS 101, it has used reasonable and supportable information that is available without undue cost or effort to determine the credit risk as at the date that financial instruments were initially recognized in order to compare it with the credit risk as at the transition date.
However, as permitted by Ind AS 101, the Company has not undertaken an exhaustive search for information when determining at the date of transition to Ind ASs, whether there have been significant increases in credit risk since initial recognition.
Derecognition of financial assets and financial liabilities
The Company has applied the derecognition requirements of financial assets and financial liabilities prospectively for transaction occurring on or after date of transition.
Classification of debt instruments
The Company has determined the classification of debt instruments in terms of whether they meet the amortized cost criteria or the fair value through other comprehensive income (FVTOCI) criteria based on the fact and circumstances that existed as of the transition date.
Optional exemptions from retrospective application
Ind AS 101 "First time Adoption of Indian Accounting Standards" permits Companies adopting Ind AS for the first time to take certain exemptions from the full retrospective application of Ind AS during the transition. The Company has accordingly on transition to Ind AS availed the following key exemptions:
Deemed cost for property, plant and equipment and intangibles assets
The Company has elected to continue with the carrying value of all its property, plant and equipment and intangible assets recognized as at date of transition April 1, 2022 measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.
Deemed cost for investments in subsidiaries, associates and joint ventures
On transition, Ind AS 101 allows an entity to consider carrying values as deemed cost for investments held in subsidiaries, associates and joint ventures. Accordingly, the company has elected to measure carrying values as per previous GAAP as deemed cost for its investments held in subsidiary and associates.
Transition to Ind AS - Reconciliations
The reconciliations given in note 36 provide the explanation for the differences arising from the transition from Previous GAAP to Ind AS in accordance with Ind AS 101 "First Time Adoption of Indian Accounting Standards".
• Reconciliation of total equity as at April 1, 2022 to March 31, 2023
• Reconciliation of total comprehensive income for the year ended March 31, 2023.
• Reconciliation of statement of cash flows for the year ended March 31, 2023.
Previous GAAP figures have been reclassified/regrouped wherever necessary to conform with the restated Consolidated Financial Statements prepared under Ind AS.
Principal Components of Statement of Profit and Loss
Total Income
Our total income comprises of revenue from operations and other income.
Revenue from operations: Revenue from operations comprises income from the sale of services such as security service, toll collection, skills, training and development income, consultancy fee, background verification services and training fee.
Other income: Other income primarily comprises of fixed deposits with banks, income tax refund, financial assets carried at amortised cost and other non-operating income such as profit from sale of PPE (Property, Plant and Equipment), profit from sale of investments (net), gain on investments measured at fair value through profit and loss ("FVTPL"), dividend, provision no longer required, compensation received and rental income.
Expenses
Expenses consist of direct expenses, employee benefits expense, finance costs, depreciation amortization expense and other expenses.
Direct expenses: Our direct expenses are divided under two categories namely (i) Toll expenses; and (ii) Skills, training and development expenses. Toll expenses primarily include toll charges - NHAI and toll maintenance and other miscellaneous expenses. Skills, training and development expenses include assessment, certification, fee & subscription expenses, training expenses, one time travel cost expenses, boarding and lodging expenses and post placement support expenses.
Employee benefit expense: Employee benefit expenses consist of salaries and allowances, directors remuneration, contribution to provident fund, gratuity fund and other fund, insurance expenses and staff welfare expenses.
Finance costs: Finance costs comprise interest expense on leases liabilities, interest on loans and processing charges, interest to MSMEs and delayed payment of taxes.
Depreciation and amortization expense: Depreciation and amortization expense relate to depreciation on property, plant and equipment, depreciation on right-of-use assets, depreciation on investment property and amortization of intangible assets.
Other expenses: Other expenses primarily comprise expenses relating to manpower outsourcing charges, fees and subscription, housekeeping & facility management, conveyance & travelling charges, foreign travelling expenses, vehicle running & maintaining expenses, printing and stationery, software expenses, legal and professional fees, bank charges, rates and taxes, expense for increase in authorised share capital, background verification expenses, business promotion expenses, office maintenance expense, repairs and maintenance, foreign exchange loss, incorporation expenses, payment to auditors, communication expense, donation, power and fuel, loss on sale of fixed assets, lease rent, brokerage expenses, corporate social responsibility and miscellaneous expenses.
Tax Expense
Tax expense consists of current tax and deferred tax.
Results of Operations
The following table sets forth selected financial data from our restated statement of profit and loss for six months period ended September 30, 2025 and the Fiscals 2025, 2024 and 2023, the components of which are also expressed as a percentage of total income for such years:
(in f million)
| Particulars | Six months period ended September 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||
| Amount | % of total income | Amount | % of total income | Amount | % of total income | Amount | % of total income | |
| Income | ||||||||
| Revenue from operations | 4,799.96 | 99.36 | 8,931.31 | 99.69 | 5,103.26 | 99.65 | 2,555.65 | 99.20 |
| Other Income | 31.08 | 0.64 | 28.15 | 0.31 | 18.01 | 0.35 | 20.59 | 0.80 |
| Total Income | 4,831.04 | 100.00 | 8,959.46 | 100.00 | 5,121.27 | 100.00 | 2,576.24 | 100.00 |
| Expenses | 0.00 | |||||||
| Direct Expenses | 2,573.32 | 53.27 | 4,839.58 | 54.02 | 2,335.87 | 45.61 | 331.67 | 12.87 |
| Cost of materials consumed | - |
- |
- |
- |
- |
- |
- |
|
| Purchase of stock-in-trade | 14.09 | 0.29 | - |
- |
- |
- |
- |
- |
| Changes in inventories of finished goods, Stock-in-Trade, work-in-progress and intermediates | (14.09) | (0.29) | ||||||
| Employee benefit expense | 1,888.30 | 39.09 | 3,508.33 | 39.16 | 2,503.81 | 48.89 | 2,026.53 | 78.66 |
| Finance costs | 57.73 | 1.20 | 101.81 | 1.14 | 69.50 | 1.36 | 51.53 | 2.00 |
| Depreciation and amortization expense | 10.76 | 0.22 | 25.22 | 0.28 | 17.47 | 0.34 | 9.02 | 0.35 |
| Other expenses | 65.20 | 1.34 | 94.04 | 1.05 | 84.99 | 1.66 | 54.43 | 2.11 |
| Total Expenses | 4,595.31 | 95.12 | 8,568.98 | 95.64 | 5,011.64 | 97.86 | 2,473.18 | 96.00 |
| Profit / (loss) before exceptional items and tax | 235.73 | 4.88 | 390.48 | 4.36 | 109.63 | 2.14 | 103.06 | 4.00 |
| Exceptional items | - |
- |
- |
- |
- |
- |
- |
|
| Profit before tax | 235.73 | 4.88 | 390.48 | 4.36 | 109.63 | 2.14 | 103.06 | 4.00 |
| Tax expenses / (credit) | 0.00 | |||||||
| Current tax | 40.26 | 0.83 | 94.69 | 1.06 | 19.78 | 0.39 | 19.69 | 0.76 |
| Deferred tax | (4.67) | (0.10) | 5.56 | 0.06 | (12.87) | (0.25) | (5.44) | (0.21) |
| Total tax expenses / (credit) | 35.69 | 0.74 | 100.25 | 1.12 | 6.91 | 0.14 | 14.25 | 0.55 |
| Profit/ (loss) for the year | 200.04 | 4.14 | 290.23 | 3.24 | 102.72 | 2.01 | 88.81 | 3.45 |
Results of operations for the six months period ended September 30, 2025 Total Income
Our total income was Rs. 4831.04 million during the six-month period ended September 30, 2025.
Revenue from operations
Our revenue from sale of services was Rs. 4,799.96 million during the six months period ended September 30, 2025. The sale of services comprises of security services amounting to Rs. 2,018.96 million, toll collection amounting to Rs. 2,739.88 million, skills, training and development income amounting to Rs. 39.55 million and sale of other services amounting to Rs. 1.57 million.
Other Income
Our other income was Rs. 31.08 million during six months period ended September 30, 2025, primarily consisting of interest income on fixed deposits with banks amounting to Rs. 13.56 million, interest on income tax refund amounting to Rs. 15.41 million, other non-operating income such as profit from sale of gain on lease liability amounting to Rs. 0.05 million, interest income on disputed receivable Rs. 1.00 million, provision no longer required Amounting Rs. 0.17 million , discount received amounting Rs.0.01 million and rental income amounting to Rs. 0.87 million.
Expense
Our total expenses were Rs. 4595.31 million during six months period ended September 30, 2025.
Direct expenses
Our direct expenses are divided into four categories namely
(i) Toll expenses;
(ii) Skills, training and development expenses;
(iii) Security; and
(iv) Drone manufacturing. Toll expenses primarily includes toll charges amounting to Rs. 2,497.92 million and toll maintenance and other miscellaneous expenses amounting to Rs. 35.97 million. Skills, training and development expenses include assessment, certification, fee & subscription expenses amounting to Rs. 0.05 million and training expenses amounting to Rs. 15.21 million. Security primarily includes management expenses amounting to Rs. 23.85 million and immigration expenses amounting to Rs. 0.05 million and Drone manufacturing includes consumable amounting to Rs. 0.13 million, Drone training expenses amounting to Rs. 0.01 million and testing expenses amounting to Rs. 0.14 million.
Employee benefit expense
Employee benefit expenses was Rs. 1,888.30 million during the six months period ended September 30, 2025, primarily attributable to salaries and allowances amounting to Rs. 1,680.49 million, Directors remuneration amounting Rs. 6.70 million, contribution to provident fund amounting to Rs. 142.92 million, gratuity fund amounting to Rs. 9.59 million and other funds amounting to Rs. 29.65 million, insurance expenses amounting to Rs. 2.01 million and staff welfare expenses amounting to Rs. 16.95 million.
Finance cost
Finance costs was Rs. 57.73 million during the six months period ended September 30, 2025, primarily attributable to interest expenses on leases liabilities amounting to Rs. 0.15 million, Interest to MSMEs amounting to Rs. 0.37 million interest on loans and processing charges amounting to Rs. 48.39 million and delayed payment of taxes amounting to Rs. 8.82 million.
Depreciation and amortization expense
Depreciation and amortization expense was Rs. 10.76 million during six months period ended September 30, 2025, primarily attributable to depreciation on property, plant and equipment amounting to Rs. 8.08 million, depreciation on right-of-use assets amounting to Rs. 2.36 million, depreciation on investment property amounting to Rs. 0.30 million and amortization of intangible assets amounting to Rs. 0.02 million.
Other expenses
Other expenses was Rs. 65.20 million during six months period ended September 30, 2025, primarily on account of expenses relating to manpower outsourcing charges amounting to Rs. 1.35 million, fees and subscription amounting to Rs. 2.83 million, housekeeping & facility management amounting to Rs. 1.53 million, conveyance & travelling charges amounting to Rs. 7.57 million, foreign travelling expenses amounting to Rs. 0.19 million, vehicle running & maintenance expenses amounting to Rs. 1.61 million, printing & stationary amounting to Rs. 0.97 million, software expenses amounting to Rs. 0.52 million, legal and professional fees amounting to Rs. 4.55 million, bank charges amounting to Rs. 0.06 million, rates and taxes amounting to Rs. 3.24 million, background verification expenses amounting to Rs. 1.38 million, business promotion expenses amounting to Rs. 1.40 million, office maintenance expense amounting to Rs. 0.51 million, repairs and maintenance amounting to Rs. 3.49 million, insurance expense(drone) to Rs. 0.01 million, foreign exchange loss amounting to Rs. 0.01 million, payment to auditors amounting to Rs. 1.00 million, Balance written off amounting to Rs. 0.03 million, communication expense amounting to Rs. 1.73 million, power and fuel amounting to Rs. 11.75 million, lease rent amounting to Rs. 6.02 million, brokerage expenses amounting to Rs. 0.03 million, miscellaneous expenses amounting to Rs. 0.83 million and bad debts amounting to Rs. 12.57 million.
Profit before tax
Our profit before tax was Rs. 235.73 million during the six month period ended September 30, 2025.
Tax expense
Our total tax expense amounted to Rs. 35.69 million during the six months period ended September 30, 2024. Our current tax expense was Rs. 40.36 million and our deferred tax expense was Rs. (4.67) million.
Profit for the year
For the various reasons discussed above, we recorded profit for the period of Rs. 200.04 million during the six months period ended September 30, 2025.
Fiscal 2025 compared to Fiscal 2024
Key developments
Our results of operations for Fiscal 2025 were particularly impacted by the following factors:
• Toll Management revenue driven by expansion in operational toll plazas and successful bidding of new NHAI projects.
• Skill Development revenue increased led by PM Vishwakarma Yojana and surge in enrolment from 7,761 to 56,418 candidates.
• Manpower Services witnessed organic growth through horizontal expansion across existing client accounts and new client onboarding.
Total Income
Our total income increased by Rs. 3,838.19 million i.e. by 74.95% to Rs. 8,959.46 million in Fiscal 2025 from Rs. 5,121.27 million in Fiscal 2024. The increase was primarily due to increase in scale of business, mainly in the toll management and skill development vertical.
Revenue from operations
Our revenue from operations was increased by Rs. 3,828.05 million i.e., by 75.01% in Fiscal 2025 from Rs. 5,103.26 million in Fiscal 2024. This increase was primarily attributable to increase in sale of services to Rs. 8,931.31 million in Fiscal 2025 from Rs. 5,103.26 million in Fiscal 2024 due to increase in all business segments, particularly in Toll Plaza Management, where revenue grew by 107.37% to Rs.5,014.33 million in Fiscal 2025 from Rs.2,418.09 million in Fiscal 2024 due to revenue realization of previous toll and securing new toll plaza. Similarly, in the Skill Development segment, revenue increased significantly by 268.14% to Rs.220.12 million in Fiscal 2025 from Rs.59.79 million in Fiscal 2024, largely supported by the implementation of the PM Vishwakarma Yojana.
Other Income
Our other income was increased by Rs. 10.14 million i.e. by 56.30% to Rs. 28.15 million in Fiscal 2025 from Rs. 18.01 million in Fiscal 2024. The increase was primarily attributable to increase in fixed deposits with banks to Rs. 23.59 million in Fiscal 2025 from Rs. 17.00 million in Fiscal 2024 and increase in rental income to Rs. 1.55 million in Fiscal 2025 from Rs. 0.96 million in Fiscal 2024.
Expenses
Our total expenses were increased by Rs. 3,557.34 million i.e. by 70.98% to Rs. 8,568.98 million in Fiscal 2025 from Rs. 5,011.64 million in Fiscal 2024 primarily due to the reasons as discussed below:
Direct expenses
Direct expenses were increased by Rs. 2,503.71 million i.e. by 107.19% to Rs. 4,839.58 million for Fiscal 2025 from Rs. 2,335.87 million for Fiscal 2024. The increase was primarily due to increase in in toll management vertical, wherein the expense is directly proportional to the revenue of the segment and also on account of increase in training expenses of our manpower solutions vertical.
Employee benefit expense
Employee benefit expense was increased by Rs. 1,004.52 million i.e. by 40.12% to Rs. 3,508.33 million for the Fiscal 2025 from Rs. 2,503.81 million for the Fiscal 2024. The increase was primarily due to increase in manpower services where the major cost is employee salaries and benefits.
Finance cost
Finance cost was increased by Rs. 32.31 million i.e. by 46.49% to Rs. 101.81 million for Fiscal 2025 from Rs. 69.50 million for the Fiscal 2024. The increase was primarily due to increase in interest and processing charges associated with increase in short term loans and availing multiple banking credit facilities with Kotak Mahindra Bank in addition to State Bank of India and HDFC Bank Limited.
Depreciation and amortization expense
Depreciation and amortization expense increased by Rs. 7.75 million i.e. by 44.36% to Rs. 25.22 million for Fiscal 2025 from Rs. 17.47 million for Fiscal 2024. The increase was primarily due to increase Plant and Machinery, vehicle, followed by computers and furniture & fixtures.
Other expenses
Other expenses were increased by Rs. 9.05 million i.e. by 10.65% to Rs. 94.04 million for Fiscal 2025 from Rs. 84.99 million for Fiscal 2024. The increase was primarily due to increase business promotion expense which was attributable to the increase in advertisement expense. Further, fees and subscription have increased due to payment of GEM portal fee and other job portal subscription fees and donation given for enhancing community goodwill and supporting the ecosystem.
Profit before tax
Our profit before tax increased by Rs. 280.85 million i.e. by 256.18% to Rs. 390.48 million in Fiscal 2025 from Rs. 109.63 million in Fiscal 2024 primarily on account of the reasons described above.
Tax expense
Our total tax expenses increased by Rs. 93.34 million i.e. by 1,350.79% to Rs. 100.25 million for Fiscal 2025 from Rs. 6.91 million for Fiscal 2024. Our current tax expense increased to Rs. 94.69 million in Fiscal 2025 from Rs. 19.78 million in Fiscal 2024 and deferred tax income has been decreased to Rs. 5.56 million in Fiscal 2025 from Rs. (12.87) million in Fiscal 2024 due to the different factors which includes provision for employee benefit, Property, plant and equipment, right-of-use asset and other intangible assets. Further, the increase in tax expense is attributable to increase in profit before tax which increased by 256.18% to Rs. 280.85 million in Fiscal 2025 from Rs. 109.63 million in Fiscal 2024.
Profit for the year
Our profit for the year, increased by Rs. 187.51 million i.e. by 182.54% to Rs. 290.23 million in Fiscal 2025 from Rs. 102.72 million in Fiscal 2024, as a result of the factors described above.
Fiscal 2024 compared to Fiscal 2023
Key developments
Our results of operations for the Fiscal 2024 were particularly impacted by the following factors:
• Our Company has significantly expanded its toll vertical by participating in annual contracts rather than the previously common three-month e-quotation ("EQ") projects.
• In Fiscal 2024, we have participated in competitive bidding ("CB") for 1 year projects and won 6 contract, which contributed to a revenue increase of Rs. 2,080 million, reflecting a 625.00% growth compared to Financial Year 2023.
Total Income
Our total income increased by Rs. 2,545.03 million i.e. by 98.79% to Rs. 5,121.27 million in Fiscal 2024 from Rs. 2,576.24 million in Fiscal 2023. The increase was primarily due to increase in scale of business, mainly in the toll management vertical.
Revenue from Operations
Our revenue from sale of services increased by Rs. 2,547.61 million i.e. by 99.69% to Rs. 5,103.26 million in Fiscal 2024 from Rs. 2,555.65 million in Fiscal 2023. The increase was primarily due to significant increase of 625.43% in revenue from toll management business in addition to nominal increase in security services business.
Other Income
Our other income was decreased by Rs. 2.58 million i.e. by (12.53%) to Rs. 18.01 million in Fiscal 2024 from Rs. 20.59 million in Fiscal 2023. The decrease was primarily due to decrease in interest on income tax refund from Rs. 4.16 million in Fiscal 2023 to Rs. NIL in Fiscal 2024 and decrease in profit on sale of investments from Rs. 4.43 million in Fiscal 2023 to Rs. NIL in Fiscal 2024.
Expenses
Our total expenses were increased by Rs. 2,538.46 million i.e. by 102.64% to Rs. 5,011.64 million for Fiscal 2024 from Rs. 2,473.18 million for Fiscal 2023, primarily due to the reasons discussed below:
Direct expenses
Direct expenses were increased by Rs. 2,004.20 million i.e. by 604.28% to Rs. 2,335.87 million for Fiscal 2024 from Rs. 331.67 million for Fiscal 2023. The increase was primarily due to increase in toll management vertical, wherein the expense is directly proportional to the revenue of the segment and also on account of increase in training expenses of our manpower solutions vertical.
Employee benefit expense
Employee benefit expense was increased by Rs. 477.28 million i.e. by 23.55% to Rs. 2,503.81 million for Fiscal 2024 from Rs. 2,026.53 million for Fiscal 2023. The increase was primarily due to increase in manpower services where the major cost is employee salaries and benefits.
Finance cost
Finance cost was increased by Rs. 17.97 million i.e. by 34.87% to Rs. 69.50 million for Fiscal 2024 from Rs. 51.53 million for Fiscal 2023. The increase was primarily due to increase in interest and processing charges associated with availing multiple banking credit facilities with HDFC in addition to SBI, as well as for unsecured loans taken for working capital and deposits for business expansion.
Depreciation and amortization expense
Depreciation and amortization expense was increased by Rs. 8.45 million i.e. by 93.68% to Rs. 17.47 million for Fiscal 2024 from Rs. 9.02 million for Fiscal 2023. The increase was primarily due to increase in the vehicles purchased amounting to Rs. 42.82 million and other minor increase in furniture & fixtures, computers, plant & machinery, etc.
Other expenses
Other expenses was increased by Rs. 30.56 million i.e. by 56.15% to Rs. 84.99 million for Fiscal 2024 from Rs. 54.43 million for the Fiscal 2023. The increase was primarily due to increase in primarily due to increase in legal and professional fees, along with increased power & fuel consumption and repair and maintenance cost that is largely attributable to the toll management vertical, which involves managing the plaza operation.
Profit before tax
Our profit before tax increased by Rs. 6.57 million i.e. by 6.37% to Rs. 109.63 million in Fiscal 2024 from Rs. 103.06 million in Fiscal 2023 primarily on account of the reasons described above.
Tax expense
Our total tax expenses decreased by Rs. 7.34 million i.e. by 51.51% to Rs. 6.91 million for Fiscal 2024 from Rs. 14.25 million for the Fiscal 2023. Our current tax expense increased to Rs. 19.78 million in Fiscal 2024 from Rs. 19.69 million in Fiscal 2023. Our deferred tax income has been increased to Rs. (12.87) million in Fiscal 2024 from Rs. (5.44) million in Fiscal 2023 due to the different factors which includes provision for employee benefit, Property, plant and equipment, right-of-use asset and other intangible assets,
Profit for the period
Our profit for the period, increased by Rs. 13.90 million i.e. by 15.65% to Rs. 102.71 million in Fiscal 2024 from Rs. 88.81 million in Fiscal 2023, as a result of the factors described above.
Liquidity and capital resources
Historically, our primary liquidity requirements have been to finance our working capital needs for our operations. We have met these requirements through cash flows from operations, equity infusions from shareholders and borrowings. As of Fiscal 2025, we had Rs. 71.04 million in cash and cash equivalents, Rs. 334.98 million as bank balances other than cash and cash equivalents and Rs. 731.39 million as current borrowings.
Cash Flows
(in Rs. million)
| Particulars | Six months period ended September 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| Net cash flow from operating activities (A) | (163.43) | (218.84) | 63.97 | 34.37 |
| Net cash flow from / used in investing activities (B) | (123.16) | 17.01 | (342.75) | 8.71 |
| Net cash used in financing activities (C) | 282.65 | 229.87 | 89.89 | (38.32) |
| Net increase / (decrease) in cash and cash equivalents (A+B+C) | (3.94) | 28.04 | (188.89) | 4.76 |
| Cash and cash equivalents at the beginning of the year | 71.04 | 43.00 | 231.87 | 227.11 |
| Cash and cash equivalents at the end of the year | 67.10 | 71.04 | 43.00 | 231.87 |
Operating Activities
For the six months period ended September 30, 2025
Net cash used in operating activities during the six months period ended September 30, 2025 was Rs.(163.43) million. While our net profit before tax was Rs.235.73 million, we had an operating profit before working capital changes of Rs.271.59 million, primarily due to adjustments for depreciation and amortization expenses of Rs.10.76 million, remeasurement of post-employment benefit obligations - gain of Rs.5.96 million, foreign currency translation reserve of Rs.0.05 million, rent of Rs.(0.87) million, round off difference of Rs.0.01 million, interest expenses of Rs.48.92 million and interest income of Rs.(28.98) million. Our adjustments for working capital changes for Fiscal 2025, primarily consists of increase in trade receivables of Rs.(378.99) million, increase in other non - current and current assets of Rs.(33.51) million and which were partially offset by decrease in trade payables of Rs.(5.83) million, increase in provisions of Rs.3.28 million and increase in other non-current and current liabilities of Rs.(19.96) million.
Fiscal 2025
Net cash used in operating activities in Fiscal 2025 was Rs.218.84 million. While our net profit before tax was Rs.390.48 million, we had an operating profit before working capital changes of Rs.471.32 million, primarily due to adjustments for depreciation and amortization expenses of Rs.25.22 million, remeasurement of post-employment benefit obligations - gain of Rs.6.75 million, profit from sale of property, plant and equipment of Rs.(0.16) million, rent of Rs.(1.55) million, round off difference of Rs.(0.03) million, interest expenses of Rs.76.45 million and interest income of Rs.(25.84) million. Our adjustments for working capital changes for Fiscal 2025, primarily consists of increase in trade receivables of Rs.(439.83) million, increase in other non-current and current assets of Rs.(281.17) million and which were partially offset by decrease in trade payables of Rs.2.31 million, increase in provisions of Rs.9.93 million and increase in other non-current and current liabilities of Rs.23.22 million.
Fiscal 2024
Net cash flow from operating activities during Fiscal 2024, was Rs.63.97 million. While our net profit before tax was Rs.109.63 million, we had an operating profit before working capital changes of Rs.164.18 million, primarily due to adjustments for depreciation and amortization expenses of Rs.17.47 million, remeasurement of postemployment benefit obligations - loss of Rs.(1.61) million, rent of Rs.(0.96) million, interest expenses of Rs.54.65 million, interest income of Rs.(17.00) million and loss of subsidiary of Rs.2.00 million. Our adjustments for working capital changes for Fiscal 2024, primarily consists of increase in trade receivables of Rs.(66.89) million, increase in other non-current and current assets of Rs.(256.65) million and which were partially offset by increase in trade payables of Rs.8.32 million, increase in provisions of Rs.9.87 million and increase in other non-current and current liabilities of Rs.205.14 million.
Fiscal 2023
Net cash flow from operating activities during Fiscal 2023, was Rs.34.37 million. While our net profit before tax was Rs.103.06 million, we had an operating profit before working capital changes of Rs.139.12 million, primarily due to adjustments for depreciation and amortization expenses of Rs.9.02 million, remeasurement of postemployment benefit obligations - gain of Rs.8.17 million, profit of sale of investments of Rs.(4.43) million, loss on sale of investments measured at FVTPL of Rs.1.31 million, dividend income of Rs.(0.19) million, rent of Rs.(1.07) million, interest expenses of Rs.39.44 million and interest income of Rs.(16.19) million. Our adjustments for working capital changes for Fiscal 2023, primarily consists of increase in trade receivables of Rs.(98.56) million, increase in other non-current and current assets of Rs.(52.25) million and which were partially offset by increase in trade payables of Rs.0.48 million, decrease in provisions of Rs.(2.71) million and increase in other non-current and current liabilities of Rs.48.29 million.
Investing activities
For the six months period ended September 30, 2025
Net cash flow from investing activities was Rs.(123.16) million in for the six months period ended September 30, 2025, primarily on account of capital expenditure on property, plant, equipment and intangible assets of Rs.(6.21) million, Investments in other financial assets of Rs.(1.86) million, rental income of Rs.0.87 million, proceeds from sale of property, plant & equipment of Rs.0.01 million, interest received of Rs.28.98 million and payment in fixed deposits of Rs.(144.97) million.
Fiscal 2025
Net cash flow from investing activities was Rs.17.01 million in Fiscal 2025, primarily on account of capital expenditure on property, plant, equipment and intangible assets of Rs. (13.90) million, loss from sale of property, plant and equipment of Rs. 0.16 million, investment in other financial assets of Rs. 34.39 million, rental income of Rs. 1.55 million, proceeds from sale of property, plant and equipment of Rs. 0.29 million, interest received of Rs. 25.84 million and payment in fixed deposits of Rs. (31.32) million.
Fiscal 2024
Net cash used in investing activities was Rs. (342.75) million in Fiscal 2024, primarily on account of rental income of Rs. 0.96 million, proceeds from sale of property, plant and equipment of Rs. 0.31 million and interest received of Rs. 17.00 million. This was partially offset by capital expenditure on property plant equipment and intangible assets of Rs. (64.62) million, investments in other financial assets of Rs. (25.03) million and proceeds from maturity of fixed deposits of Rs. (271.37) million.
Fiscal 2023
Net cash flow from investing activities was Rs. 8.71 million in Fiscal 2023, primarily on account of sale of quoted shares of Rs. 12.57 million, proceeds from other financials assets Rs. 3.15 million, dividend income of Rs. 0.19 million, rental income of Rs. 1.07 million and interest received of Rs. 16.19 million. This was partially offset by capital expenditure on property plant equipment and intangible assets of Rs. (16.35) million, loss on investments measured at FVTPL of Rs. (1.31) million and bank balance not considered as cash and cash equivalents of Rs. (6.79) million.
Financing activities
For the six months period ended September 30, 2025
Net cash used in financing activities for the six months period ended September 30, 2025 amounted to Rs. 282.65 million, which primarily consists of borrowings of Rs. 333.43 million and payment of lease liabilities (including interest thereon) of Rs. 0.72 million, which were partially offset by payment from lease liabilities of Rs. (2.58) million and interest paid of Rs. (48.92) million.
Fiscal 2025
Net cash used in financing activities in Fiscal 2025 amounted to Rs. 229.87 million, which primarily consists of borrowings of Rs. 309.05 million and payment of lease liabilities (including interest thereon) of Rs. (3.32) million, which were partially offset by payment from lease liabilities of Rs. 0.59 million and interest paid of Rs. (76.45) million.
Fiscal 2024
Net cash used in financing activities in Fiscal 2024 amounted to Rs. 89.89 million, which primarily consists of borrowings of Rs. 148.08 million and payment of lease liabilities of Rs. 0.50 million, which were partially offset by payment from lease liabilities of Rs. (4.04) million and interest paid of Rs. (54.65) million.
Fiscal 2023
Net cash used in financing activities in Fiscal 2023 amounted to Rs. (38.32) million, which primarily consists of payment of lease liabilities of Rs. 10.56 million, which were partially offset by borrowings of Rs. (9.44) million and interest paid of Rs. (39.44) million.
Indebtedness
As of January 15, 2026, we had long terms borrowings of Rs. 16.31 million and working capital borrowings of Rs. 1,344.88 million, with a debt-to-equity ratio of 1.23. Some of our financing agreements include various conditions and covenants that require us to obtain lender consents prior to carrying out activities and entering into some transactions. We cannot assure you that we will be able to obtain these consents and any failure to obtain these consents could have significant adverse consequences for our business. For further details on our agreements governing our outstanding indebtedness, see section titled "Financial Indebtedness" on page 393.
Contractual obligations and commitments
The following table sets forth information relating to future payments due under known contractual commitments as of six months period ended September 30, 2025 and for Fiscal 2025, 2024 and 2023 aggregated by type of contractual obligation:
| Particulars | < 1 year | 1-5 years | > 5 years | Total |
| Six months period ended September 30, 2025 | ||||
| Borrowings | 1,081.23 | 42.71 | - |
1,123.94 |
| Trade payables | 10.05 | - |
- |
10.05 |
| Lease liabilities | 1.44 | 0.99 | - |
2.43 |
| Other financial liabilities | 1.79 | 1.79 | ||
| March 31, 2025 | ||||
| Borrowings | 731.39 | 59.12 | - |
790.51 |
| Trade payables | 15.88 | - |
- |
15.88 |
| Lease liabilities | 0.72 | 3.57 | - |
4.29 |
| Other financial liabilities | - |
1.79 | - |
1.79 |
| March 31, 2024 | ||||
| Borrowings | 375.56 | 105.90 | - |
481.46 |
| Trade payables | 17.58 | 0.61 | - |
18.19 |
| Lease liabilities | 4.04 | 2.98 | - |
7.02 |
| Other financial liabilities | - |
1.5 | - |
1.50 |
| March 31, 2023 | ||||
| Borrowings | 245.56 | 87.82 | - |
333.38 |
| Trade payables | 8.15 | 1.72 | - |
9.87 |
| Lease liabilities | 3.54 | 7.02 | - |
10.56 |
| Other financial liabilities | - | 1.74 | - | 1.74 |
Capital Expenditure
As of the six months period ended September 30, 2025 and for Fiscal 2025, 2024 and 2023, our Company has incurred f 6.21 million, f 13.90 million, f 64.62 million and f 16.35 million, respectively towards capital expenditure. These expenditures include purchase of vehicles, investments in computers, plant and machinery, furniture and fixtures, office equipment, freehold land, buildings and software.
Contingent liabilities, capital commitments and off-balance sheet arrangements
(in Rs. million)
Particulars |
Six months period ended September 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
Bank guarantee |
438.43 | 405.19 | 302.31 | 125.04 |
Cases under Negotiable Instrument Act, 1881# |
- | - | 0.88 | 0.88 |
#Case under the Negotiable Instrument Act, 1881 was pending against the Company by a vendor due to stop payment of cheque amounting f 0.88 million. The same has been settled & the amount off 0.90 million paid on 9th July 2024. This case has now been withdrawn.
There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that we believe are material to investors.
Related Party Disclosures
We have engaged in the past, and may engage in the future, in transactions with related parties including with our Promoters, Directors, Subsidiaries, Group Companies and Key Managerial Personnel on an arms length basis. All the transactions with related parties are in compliance with the Companies Act, 2013, SEBI Listing Regulations, relevant accounting standards and other statutory compliances. For details of our related party transactions, see section titled "Restated Consolidated Financial Statements - Note no. 39 - Related Party Disclosures on page 331.
Quantitative and Qualitative Analysis about market risk
We are exposed to various types of market risks during the course of our business. Market risk is the risk of loss arising out of adverse changes in market prices, including interest rate risk, commodity price risk, price risk, credit risk and foreign currency exchange risk. Market risk is attributable to all market risk sensitive financial instruments including investments, foreign currency payables and debt. We are exposed to various types of market risks, in the normal course of business.
Credit risk
Credit risk is defined the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Credit risk arises from the Companys exposures to third parties (trade receivables), including cash and cash equivalents, loans. derivative financial instruments and deposits with banks and other financial assets. None of the financial instruments of the Company results in material concentration of credit risks maximum exposure to credit risk of the Group has been listed below:
(in f million)
Particulars |
Six months period ended September 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
Trade receivables & unbilled receivables |
1,447.13 | 1,068.14 | 628.31 | 561.42 |
Other financial assets |
317.64 | 289.15 | 216.90 | 67.88 |
Cash and cash equivalents |
67.10 | 71.04 | 43.00 | 231.87 |
Bank balances other than cash and cash equivalents |
479.95 | 334.98 | 303.66 | 32.29 |
Liquidity risk
Liquidity risk is defined as the risk that the Group will not be able to settle or meet its obligations on time or at reasonable price. The Groups objective is to at all times maintain optimum levels of liquidity to meet its cash and liquidity requirements. The Group closely monitors its liquidity position and maintains adequate source of financing through the use of short term bank deposits, demand loans and cash credit facility. Processes and policies related to such risks are overseen by senior management.
Market risk
Market risk is the risk of any loss in future earnings, in realisable fair values or in future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates, foreign currency exchange rates, equity price fluctuations, liquidity and other market changes. Future specific market movements cannot be normally predicted with reasonable accuracy.
Foreign currency exchange rate risk
The Indian Rupee is the Groups most significant currency. As a consequence, the Groups financials are presented in Indian Rupee and exposures are managed against Indian Rupee accordingly. Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company is exposed to currency risk on account of borrowings.
Interest rate risk
The Groups fixed deposits are carried at fixed rate. Therefore, not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
Other price risk
The Group has non-marketable equity investments in privately held companies for purposes other than trading. These investments are inherently risky because there is no established market for these securities and the markets for the technologies or products these companies are developing are typically in the early stages. As such, we could lose our entire investment in these companies. As of September 30, 2025, the aggregate carrying value of our non-marketable equity investments is Rs. 2.65 million. Value of investment is not significant to our Company.
Significant economic changes that materially affect or are likely to affect income from continuing operations
Our business has been subject, and we expect it to continue to be subject, to significant economic changes that materially affect or are likely to affect our income from continuing operations identified above in " -Significant factors affecting our financial condition and results of operations" and the uncertainties described in "Risk Factors"" on page 354 and 32, respectively.
Unusual or Infrequent events of transactions
Except as described in this Red Herring Prospectus, there have been no other events or transactions that, to our knowledge, may be described as "unusual" or "infrequent".
Known trends or uncertainties
Our business has been affected, and we expect will continue to be affected by the trends identified above in the heading titled "-Significant factors affecting our financial condition and results of operations" and the uncertainties described in the section titled "Risk Factors"" on pages 354 and 32. To our knowledge, except as described or anticipated in this Red Herring Prospectus, there are no known factors which we expect to have a material adverse impact on our revenues or income from continuing operations.
Segment Reporting
The company is engaged mainly in the business of providing manpower for security services, toll management & skill development under PMKK, Deen Dayal Upadhyaya Grameen Kaushalya Yojana, etc. predominantly in India. The Board of Directors of our Company, evaluate the Companys performance, allocates resources based on the analysis of the various performance indicators of the Company as a single unit. Therefore, there is no reportable segment for the Company, in accordance with the requirements of Ind AS - 108 Operating Segment Reporting.
(in Rs. million)
| Segment revenue | Six months period ended September 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| Security service | 2,018.96 | 3,695.58 | 2,625.38 | 2,157.30 |
| Toll collection | 2,739.88 | 5,014.33 | 2,418.09 | 333.33 |
| Skills, training and development income | 39.55 | 220.12 | 59.79 | 64.77 |
| Human Resources Recruitment (Abroad) | 1.36 | - | - | - |
| Training fee | 0.21 | 0.91 | - | - |
| Background verification services | - | - | - | 0.25 |
| Consultancy fee | - | 0.37 | - | - |
| Total | 4,799.96 | 8,931.31 | 5,103.26 | 2,555.65 |
New products or business segments
Except as disclosed in this Red Herring Prospectus, there are no new products or business segments in which we operate. For further details, see section titled "Our Business"" on page 217.
Seasonality of business
We believe that our business is not subject to any seasonal variations. However, specific segments of our operations do experience impacts due to external conditions:
• Toll Plaza Segment: Toll plaza segment is notably affected by weather conditions. Seasonal variations may adversely affect our businesses. For example, traffic volumes, and consequently our revenue, typically register a decrease during monsoon on account of a decrease in number of travellers. Severe weather may also require us to evacuate personnel or curtail services, may result in damage to a portion of our equipment or facilities resulting in the suspension of operations, and increase our maintenance costs.
• Skill development division: Skill development division is influenced by economic conditions, government projects, and strategic focus. Our Skill Development division is aligned with government initiatives and is dependent on government-led programs and are also influenced by changes in policy, funding, and program priorities.
Significant dependence on single or few Clients
During six month period ended September30, 2025 and Fiscals 2025, 2024 and 2023, we generated revenue of Rs. 4799.96 million, Rs. 5,076.86 million, Rs.2,418.09 million and Rs.333.33 million, respectively from our largest client, which represented 58.44%, 56.85%, 47.38% and 13.04% of our total revenue for the same periods.
Our revenue from top 10 clients during six month period ended September 30, 2025 and the Fiscals 2025, 2024 and Fiscal 2023:
Client* |
Six months period ended September 30, 2025 |
Fiscal 2025 |
Fiscal 2024 |
Fiscal 2023 |
||||
| Revenue from such client | As a % of total income | Revenue from such client | As a % of total income | Revenue from such client | As a % of total income | Revenue from such client | As a % of total income | |
Client 1 |
2,805.20 | 58.44% | 5,076.86 | 56.85% | 2,418.09 | 47.38% | 333.33 | 13.04% |
Client 2 |
327.45 | 6.82% | 519.77 | 5.82% | 334.19 | 6.55% | 302.51 | 11.84% |
Client 3 |
254.16 | 5.29% | 381.13 | 4.27% | 192.79 | 3.78% | 150.02 | 5.87% |
Client 4 |
229.23 | 4.78% | 371.72 | 4.16% | 178.77 | 3.50% | 116.71 | 4.57% |
Client 5 |
106.34 | 2.22% | 183.54 | 2.06% | 168.27 | 3.30% | 106.28 | 4.16% |
Client 6 |
101.85 | 2.12% | 180.69 | 2.02% | 143.03 | 2.80% | 98.52 | 3.86% |
Client 7 |
97.48 | 2.03% | 153.38 | 1.72% | 109.03 | 2.14% | 76.46 | 2.99% |
Client 8 |
63.58 | 1.32% | 122.59 | 1.37% | 73.71 | 1.44% | 76.39 | 2.99% |
Client 9 |
58.24 | 1.21% | 110.85 | 1.24% | 73.50 | 1.44% | 65.19 | 2.55% |
Client 10 |
47.69 | 0.99% | 81.92 | 0.92% | 69.40 | 1.36% | 61.60 | 2.41% |
Total |
4,091.22 | 85.24% | 7,182.45 | 80.43% | 3,760.76 | 73.69% | 1,387.02 | 54.28% |
* We have not disclosed names of the clients as we have not received consent to disclose their names in this Red Herring Prospectus.
Since we are significantly dependent on some key clients for a significant portion of our revenue, the loss of any one of our key clients, including our top customer, for any reason (including, due to loss of contracts or failure to negotiate acceptable terms in contract renewal negotiations, disputes with clients, adverse change in the financial condition of such clients, including due to possible bankruptcy or liquidation or other financial hardship, merger or decline in their operations, reduced or delayed customer requirements, shutdowns, labour strikes or other work stoppages), could have an adverse effect on our business, results of operations and financial condition.
Competitive Conditions
We operate in a competitive environment. For further details on our industry and competition, see sections titled "Our Business", "Industry Overview" and "Risk Factors" on pages 217, 153 and 32, respectively.
Change in accounting policies
There have been no changes in our accounting policies in the six-months period ended September 30, 2025, and Fiscals 2025, 2024 and 2023.
Summary of reservations or qualifications or adverse remarks or matters of emphasis by the auditors
There are no qualifications by the Statutory Auditors which have not been given effect to in the Restated Consolidated Financial Statements.
Impact of the Debarment Order dated July 25, 2025 issued by NHAI on the business of the Company
Our Company has made certain assumptions for assessing the impact of the debarment order dated July 25, 2025, issued by NHAI in case the ongoing matter in respect of the said litigation. These assumptions include following that
(i). The debarment period of 50 days already been served and the Honble High Court will direct only to NHAI ask for the remaining period of debarment;
(ii) The ongoing toll projects will continue to yield revenue for current and upcoming Fiscals;
(iii) NHAI continue to issue similar number of RFPs in respect of toll operation in coming years as it has been issuing in recent years;
(iv) Our Company is able to participate in 30 RFPs for user fee collection at toll plazas during the relevant period;
(v) Our Company continue to have bid win ratio of 50% as per latest trends with APC (Annual Potential of Collection) of Rs. 789.81 million (APC being calculated as average contract value of the projects awarded to Company in current Fiscal) and win 15 projects for user fee collection.
The Honble High Court of Delhi on September 12, 2025, has granted stay in favour of our Company against the debarment order as mentioned above. Post grant of stay our Company continued to participate in bids for toll collection and has been awarded contracts by NHAI. Details of various contracts awarded to our Company post stay on debarment order are as follows:
| Project | Contract Start Date | Contract End Date | Contract Value (Rs. in million) |
| Nemili Sriperumpudur, Tamil Nadu | November 8, 2025 | November 8, 2026 | 1,011.78 |
| Mikiriti Hawagaon, Assam | December 28, 2025 | December 28, 2026 | 464.28 |
| Nekawala, Rajasthan | December 27, 2025 | December 27, 2026 | 219.73 |
| Ismailabad (Gangahari) 152 D Haryana* | January 16, 2026 | January 16, 2027 | 2,803.93 |
*Received pursuant to termination of contract of other entity by NHAI.
The following table reflect the revenue expected to be generated by our Company before debarment period is over and expected revenue during the period of debarment, taking into account the abovementioned assumptions:
(Rs. in million)
| Project | Bidding Date | Contract Start Date | Contract End Date | Contract Value (Rs.) | Security Deposit (Rs.) | Bank Guarantee (Rs.) | Revenue FY 2025- 26 (Rs.) (Estimated) | Revenue FY 2026 - 27 (Rs.) Projected) |
| Part -A | ||||||||
| Revenue from contracts expired during Fiscal 2026 | - | - | - | - | - | - | 2,643.10 | - |
| Project | Bidding Date | Contract Start Date | Contract End Date | Contract Value (Rs.) | Security Deposit (Rs.) | Bank Guarantee (Rs.) | Revenue FY 2025- 26 (Rs.) (Estimated) | Revenue FY 2026 - 27 (Rs.) Projected) |
| Saini Majra, Haryana | April 24, 2025 | May 16, 2025 | May 16, 2026 | 592.03 | 24.30 | 24.30 | 576.53 | 16.28 |
| Badighati Bhutati, Rajasthan | April 24, 2025 | May 16, 2025 | May 16, 2026 | 439.46 | 18.06 | 18.06 | 364.08 | 79.15 |
| Gulalpurva, Uttar Pradesh | May 01, 2025 | June 12, 2025 | June 12, 2026 | 172.28 | 7.08 | 7.08 | 156.31 | 16.77 |
| Tarwa Dewa, Uttar Pradesh | May 05, 2025 | June 11, 2025 | June 11, 2026 | 759.93 | 31.23 | 31.23 | 664.17 | 100.55 |
| Nemli Sriparmdure, Tamil Nadu | October 28, 2025 | November 08, 2025 | November 08, 2026 | 1,017.18 | 41.58 | 41.58 | 457.38 | 587.79 |
| Mikiriti Hawagaon, Assam | October 28, 2025 | December 28, 2025 | December 28, 2026 | 464.28 | 19.08 | 19.08 | 125.93 | 355.27 |
| Nekawala, Rajasthan | October 09, 2025 | December 27, 2025 | December 27, 2026 | 219.73 | 9.03 | 9.03 | 59.60 | 168.14 |
| Ismailabad (Gangahari) 152 D (HR+RJ) | December 24, 2025 | January 16, 2026 | January 16, 2027 | 2,803.93 | 115.23 | 115.23 | 637.50 | 2,274.75 |
| Total Part A | 6,468.82 | 265.59 | 265.59 | 5,684.58 | 3,598.70 | |||
| Part B - Estimated Revenue from contracts awarded post expiry of debarment period | ||||||||
| Project | Bidding Date | Contract Start Date | Contract End Date | Contract Value (Rs.) | Security Deposit (Rs.) | Bank Guarantee (Rs.) | FY 2025- 26 (Rs.) (Estimated) | FY 2026 - 27 (Rs.) Projected) |
| New Project 1 | February 2026 | March 2026 | March 2027 | 789.81 | 32.46 | 32.46 | 65.82 | 723.99 |
| New Project 2 | February 2026 | March 2026 | March 2027 | 789.81 | 32.46 | 32.46 | 65.82 | 723.99 |
| New Project 3 | February 2026 | March 2026 | March 2027 | 789.81 | 32.46 | 32.46 | 65.82 | 723.99 |
| New Project 4 | February 2026 | March 2026 | March 2027 | 789.81 | 32.46 | 32.46 | 65.82 | 723.99 |
| New Project 5 | March 2026 | April 2026 | April 2027 | 789.81 | 32.46 | 32.46 | - | 789.81 |
| New Project 6 | April 2026 | May 2026 | May 2027 | 789.81 | 32.46 | 32.46 | - | 723.99 |
| New Project 7 | April 2026 | May 2026 | May 2027 | 789.81 | 32.46 | 32.46 | - | 723.99 |
| New Project 8 | May 2026 | June 2026 | June 2027 | 789.81 | 32.46 | 32.46 | - | 658.18 |
| New Project 9 | May 2026 | June 2026 | June 2027 | 789.81 | 32.46 | 32.46 | - | 658.18 |
| New Project 10 | June 2026 | July 2026 | July 2027 | 789.81 | 32.46 | 32.46 | - | 592.36 |
| New Project 11 | June 2026 | July 2026 | July 2027 | 789.81 | 32.46 | 32.46 | - | 592.36 |
| New Project 12 | June 2026 | July 2026 | July 2027 | 789.81 | 32.46 | 32.46 | - | 592.36 |
| Part B - Estimated Revenue from contracts awarded post expiry of debarment period | ||||||||
| Project | Bidding Date | Contract Start Date | Contract End Date | Contract Value (Rs.) | Security Deposit (Rs.) | Bank Guarantee (Rs.) | FY 2025- 26 (Rs.) (Estimated) | FY 2026 - 27 (Rs.) Projected) |
| New Project 13 | July 2026 | August 2026 | August 2027 | 789.81 | 32.46 | 32.46 | - | 526.54 |
| New Project 14 | July 2026 | August 2026 | August 2027 | 789.81 | 32.46 | 32.46 | - | 526.54 |
| New Project 15 | July 2026 | August 2026 | August 2027 | 789.81 | 32.46 | 32.46 | - | 526.54 |
| Part B | 11,847.16 | 486.87 | 486.87 | 263.27 | 9,806.82 | |||
| Grand Total (Part A + Part B) | 18,315.98 | 752.46 | 752.46 | 5,947.85 | 13,405.52 |
Significant Developments after September 30, 2025 that may affect our results of operations
Except as disclosed under "Risk Factors- We have been issued debarment notices from our clients, of which we have challenged one debarment notice before the relevant court and on another we have been penalised by the relevant client. There can be no assurance that our actions before the relevant court will be successful in our favour. Further, we cannot assure you that similar orders will not be issued in future. Any such debarment related action may materially and adversely affect our cash flows, financial condition, reputation and results of operationsand "Risk Factor- NHAI issued an order dated July 25, 2025, against our Company, debarring our Company from undertaking new projects with NHAI. The said debarment order has been stayed by the Hon ble High Court of Delhi. Continuance of said debarment order may impact our business, and capital requirements affecting our ability to use funds from the Offer as per proposed schedule. Additionally, our Company has relied on certain assumptions to assess the impact of the said debarment order on business of our Company. In case these assumptions are found to be inaccurate, our assessment may not be correct, which may lead to rescheduling/delay in utilisation offunds raised from the Offer." on page 34 and section "Outstanding Litigation And Other Material Developments" on page 399, no circumstances have arisen since the date of the last financial statements as disclosed in this Red Herring Prospectus which materially and adversely affect or are likely to affect, the trading or profitability of our Company, or the value of our assets or our ability to pay our material liabilities within the next 12 months.
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