Liqvd Digital India Ltd Management Discussions

OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our restated for the financial years ended on March 31, 2026, 2025 and 2024 including the notes and significant accounting policies thereto and the reports thereon, which appear elsewhere in this red herring prospectus. You should also see the section titled "Risk Factors" on page 30 which discusses a number of factors and contingencies that could impact our financial condition and results of operations. The following discussion relates to our company, unless otherwise stated, is based on restated financial statements.

These restated financial statements have been prepared in accordance with Indian GAAP, the companies act, 2013 and the SEBI ICDR regulations and restated as described in the report of our statutory auditor of our Company, JMMK & Co., Chartered Accountants, which is included in this red herring prospectus under the section titled "Financial Information - Restated Financial Statements" on page 297. The restated financial statements have been prepared on a basis that differs in certain material respects from generally accepted accounting principles in other jurisdictions, including us GAAP and IFRS. We do not provide a reconciliation of our restated financial statements to us GAAP or IFRS and we have not otherwise quantified or identified the impact of the differences between Indian GAAP and U.S. GAAP or IFRS as applied to our restated financial statements.

This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements because of certain factors such as those described under "Risk Factors" and "Forward Looking Statements" on 30 and 28 respectively, and elsewhere in this Red Herring Prospectus.

Accordingly, the degree to which the financial statements in this Red Herring Prospectus will provide meaningful information depends entirely on such potential investors level of familiarity with Indian accounting practices. Our financial year ends on March 31 of each year; therefore, all references to a particular financial year are to the twelvemonth period ended March 31 of that year. Please also refer to section titled "Certain Conventions, Presentation Of Financial, Industry And Market Data And Currency Of Presentation" on page 25.

Business overview

Our Company, founded in 2013 positions itself as a creative-first agency delivering end-to-end marketing solutions (Source: Ken Research Report, page 61). Our broad service offering includes content creation and production, media buying, content marketing and performance reporting. Additionally, through our acquisition of AdLift Marketing Private Limited we now offer additional services like Performance monitoring and SEO, and AI-driven Content Creation thus becoming a one stop solution for our clients. Our Company develops and manages a range of digital marketing content, through services like social media management, media planning and buying across platforms, online reputation management, creative and content production, influencer marketing operated through a in house creator network, and web and application development. The primary objective of our Company is to provide effective media solutions and leverage on technology to help brands, companies, and businesses identify, target, acquire, and retain the right audience for their products and services. We serve a broad client base, working with large enterprises, mid-sized brands, and direct-to-consumer startups.

Key performance indicators of our Company

The KPIs disclosed below have been used historically by our company to understand and analyze the business performance, which in result, help us in analyzing the growth in comparison to our peers. The KPIs disclosed below have been approved, by a resolution of our Audit Committee dated August 17, 2026 and the members of the Audit Committee have verified the details of all KPIs pertaining to our company. Further, the members of the Audit Committee have confirmed that there are no KPIs pertaining to our Company that have been disclosed to any investors at any point of time during the three-year period prior to the date of filing of this Red Herring Prospectus. Further, the KPIs herein have been certified by JMMK & Co., Chartered Accountants, the Statutory Auditor of our Company by their certificate dated September 16, 2026.

Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at least once in a year (or any lesser period as determined by the board of our company), for a duration of one year after the date of listing of the equity shares on the stock exchange or till the complete utilization of the proceeds of the fresh issue as per the disclosure made in the chapter "Objects of the Offer", whichever is later or for such other duration as may be required under the SEBI ICDR Regulations. Further, the ongoing KPIs will continue to be certified by a member of an expert body as required under the SEBI ICDR Regulations.

A list of key operating and financial metrics for the Fiscals 2026, 2025, and 2024 as per restated financial information is set out below:

A. GAAP Financial Measures

(Amount in lakhs)

	Fiscal 2026	Fiscal 2025	Fiscal 2024
Particulars	(Consolidated)	(Standalone)	(Standalone)
Revenue from Operations	6,023.91	2,486.95	1,805.46
Profit After Tax	802.60	224.82	190.30

B. Non-GAAP Financial and Operational Measures

(Amount in lakhs, otherwise mentioned)

	Fiscal 2026	Fiscal 2025	Fiscal 2024
Particulars	(Consolidated)	(Standalone)	(Standalone)
EBITDA	1,125.63	393.13	381.11
EBITDA Margin	18.69%	15.81%	21.11%
PAT Margin	13.32%	9.04%	10.54%
Return on Net Worth	25.36%	20.92%	294.89%
Return on Capital Employed	44.05%	14.09%	47.39%
Debt-Equity Ratio (times)	0.29	0.45	2.94

C. Non- GAAP Operational Performance Indicators

	Fiscal 2026	Fiscal 2025	Fiscal 2024
Particulars	(Consolidated)	(Standalone)	(Standalone)
Repeat Business (as a Percentage)	22.77%*	91.73%	76.53%
Revenue per Employee	37.53**	46.49	25.98

*Of 6,023.91 Lakhs of Revenue from Operations for Fiscal 2026, ~60% is attributable to the consolidation of revenue from our subsidiary, AdLift Marketing Private Limited which was acquired in Fiscal 2026. Since revenues for the previous two fiscal years were presented on a standalone basis, the entire contribution from AdLift in Fiscal 2026 is classified as revenue from new clientele. This treatment has the effect of lowering the reported proportion of repeat business in Fiscal 2026. On a standalone basis for Liqvd, the revenue from Repeat Business was 54.21% for Fiscal 2026 which is a comparable number to the previous years **For calculating the revenue per employee in Fiscal 2026, we have taken the average number of employees for AdLift & Liqvd combined since the revenue is on a consolidated basis

A. GAAP Financial Measures

1. Revenue from Operations: Revenue from Operations as appearing in the Restated Financial Statements.

2. Profit After Tax (PAT): This amount is Profit for the year (before minority interest) as appearing in the Restated Financial Statements.

B. Non-GAAP Financial and Operational Measures

1. EBITDA: Profit for the year (before minority interest), plus tax expenses, Interest costs on borrowings, depreciation and amortization expenses, extraordinary items and reduced by other income.

2. EBITDA Margin: EBITDA divided by Revenue from Operations for the respective year

3. PAT Margin: Profit for the year (before minority interest) divided by Revenue from Operations.

4. Return on Net Worth: Net profit after tax and Minority Interest divided by Average of Net worth at the end of the year and Net worth at the beginning of the year; Net Worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of statement of profit and loss, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the Restated Financial Statements, but does not include reserves created out of revaluation of assets, write- back of depreciation and amalgamation as the case may be.

5. Return on Capital Employed: Earnings before interest on borrowing, minority interest and taxes divided by Capital employed. Capital Employed includes Tangible Net worth plus Total Debt plus deferred tax liability plus minority interest.

6. Debt Equity Ratio: Total Debt (Short term plus long term) divided by Shareholder equity

C. Non- GAAP Operational Performance Indicators

1. Repeat Business %: Revenue that comes from repeat customers divided by Total Revenue from Operations; Repeat customers are customers who have been billed by the company atleast once each year in 2 out of the 3 financial years.

2. Revenue Per Employee: Revenue from operations divided by Average of number of Employees at the beginning and end of the year

Explanations for key financial and operational indicators:

A. GAAP Financial Measures

KPI	Explanation
Revenue from Operations	Revenue from operations is used by our management to track the revenue profile of the business and in turn helps assess the overall financial performance of the Company and size of our business.
PAT	Profit after tax provides information regarding the overall profitability of the business before profit attributable to minority shareholders.
B. Non-GAAP Financial and Operational Measures
KPI	Explanation
EBITDA	EBITDA provides information regarding the operational efficiency of our business as it considers all sources of our core income.
EBITDA Margin	EBITDA Margin is an indicator of the operational profitability and financial performance of Companys business
PAT Margin	PAT margin is an indicator of the overall profitability and financial performance of our business.
	Return on Net Worth is an indicator of our efficiency as it measures our profitability.
Return on Net Worth	It shows how efficiently we generate profits from our shareholders.
Return on Capital Employed	Return on Capital Employed provides how efficiently the Company generates earnings from the capital employed in the business.
Debt Equity Ratio	Debt / Equity Ratio is used to measure the financial leverage of the Company and provides comparison benchmark against peers
C. Non- GAAP Operational Performance Indicators
KPI	Explanation
Repeat Business %	Suggests strong customer satisfaction and trust in your offerings. It also indicates a sustainable business model with predictable income and long-term client relationships.
Revenue Per Employee	Indicates how efficiently a company utilizes its workforce to generate income. A higher figure often reflects strong productivity & streamlined operations.

* As approved by resolution of the Audit Committee of our Board dated August 17, 2026 and as certified by JMMK & Co., the Statutory Auditor of our Company pursuant to their certificate dated September 16, 2026.

Statement of significant accounting policies

For details in respect of statement of significant accounting policies, please refer to the "Note 1- Significant Accounting Policies" forming part of the financial statements of the Restated Financial Statements under chapter titled "Financial Information" on page 297 of this Red Herring Prospectus.

Factors affecting our financial condition and results of operations

Our business is subjected to various risks and uncertainties, including those discussed in the section titled "Risk Factors" on page 30 of this Red Herring Prospectus.

We believe that our financial performance and results of operations are influenced by a number of important factors, some of which are beyond our control, including without limitation, intense domestic competition, general economic & geopolitical conditions, changes in conditions in the key regional markets in which we operate, changes in the digital marketing spends by companies and evolving government regulations in jurisdiction which we operate. Our operations and financial condition could also be affected by factors such as our ability to implement our growth strategy as regards our proposed expansion, ability to integrate our strategic acquisition, managing working capital cycles & occurrence of natural calamities in the area we operate.

Results of our Operations

(in lakhs)

Particulars	Fiscal 2026	% of total	Fiscal 2025	% of total	Fiscal 2024	% of total
	(Consolidated)	income	(Standalone)	income	(Standalone)	income
Revenue from operations	6,023.91	98.93%	2,486.95	99.38%	1,805.46	98.74%
Other income	65.38	1.07%	15.63	0.62%	23.00	1.26%
Total income (a)	6,089.29	100.00%	2,502.58	100.00%	1,828.46	100.00%
Cost of services	1,754.29	28.81%	1,087.23	43.44%	481.05	26.31%
Employee benefits expense	2,324.07	38.17%	449.92	17.98%	540.01	29.53%
Finance cost	109.35	1.80%	97.21	3.88%	73.81	4.04%
Depreciation and amortization expense	43.31	0.71%	11.59	0.46%	14.53	0.79%
Other expenses	806.78	13.25%	535.63	21.40%	397.92	21.76%
Total expenses (b)	5,037.80	82.73%	2,181.58	87.17%	1,507.32	82.44%
Profit before extraordinary item and tax ((a)-(b))	1,051.49	17.27%	321.00	12.83%	321.14	17.56%
Extraordinary item	-	0.00%	-	-	-	-
Profit before tax (c)	1,051.49	17.27%	321.00	12.83%	321.14	17.56%
i) tax expense for current year	286.86	4.71%	86.51	3.46%	13.09	0.72%
ii) prior period tax adjustment	(11.27)	(0.19)%	11.08	0.44%	43.74	2.39%
iii) MAT credit entitlement	-	0.00%	-	0.00%	-	0.00%
iv) deferred tax	(26.70)	(0.44)%	(1.41)	(0.06)%	74.01	4.05%
Net current tax expenses (d)	248.89	4.09%	96.18	3.84%	130.84	7.16%
Profit for the year (e) = (c) (d)	802.60	13.18%	224.82	8.98%	190.30	10.41%

Review of restated financial statements

For Fiscal 2026 compared with Fiscal 2025

Our Company acquired a majority stake in our Material Subsidiary i.e., M/s. AdLift Marketing Private Limited on April 03, 2025 & as on 31st March 2026 held 76.79% in AdLift Marketing Private Limited. Accordingly, our financial statements for Fiscal 2026 are on a consolidated basis whereas the financial statements for Fiscal 2025 are on standalone basis. Therefore, the results of operations of Fiscal 2026 are not directly comparable to our results in Fiscal 2025. Therefore, the following comparative analysis must be viewed accordingly.

Revenue from operation

Revenue from operations increased by 142.22%, from 2,486.95 Lakh in Fiscal 2025 to 6,023.91 Lakh in Fiscal 2026 due the consolidation of Accounts in Fiscal 2026. Below is the break-up of Revenue from Operations for Fiscal 2026 entity wise as well as on a consolidated level based on the restated financial statements:

(In Lakhs)

Particulars	Liqvd Digital India Limited (Standalone)	AdLift Marketing Private Limited (Consolidated)	Inter Company Adjustment/ Consolidation Adjustment	Total (Fiscal 2026 Consolidated)
Revenue from Operations	2,433.70	3,803.28	(213.07)	6,023.91

The YOY standalone growth of revenue for Liqvd Digital India Limited largely remained flat as the company consciously prioritized margin quality over top-line growth with a deliberate service mix shift toward higher-margin project and production vertical.

Cost of services

Cost of services increased by 61.35%, from 1,087.23 Lakh in Fiscal 2025 to 1,754.29 Lakh in Fiscal 2026 due the consolidation of accounts in Fiscal 2026. Below is the break-up of Cost of Services for Fiscal 2026 entity wise as well as on a consolidated level based on the Restated Financial Statements:-

(In Lakhs)

Particulars	Liqvd Digital India Limited (Standalone)	AdLift Marketing Private Limited (Consolidated)	Inter Company Adjustment/ Consolidation Adjustment	Total (Fiscal 2026 Consolidated)
Cost of services	972.16	995.19	(213.06)	1,754.29

On a standalone basis the cost of services for Liqvd declined marginally due to a slight decrease in revenue from Media segment from 1,500.13 lakhs in Fiscal 2025 to 1,422.67 lakhs in Fiscal 2026. This vertical primarily focuses on procuring media placements from channel partners on behalf of clients. Unlike the companys other business segments where costs are predominantly driven by employee benefit expenses, in media business the same is driven by the Cost of Services. Also, there was an increase in the project segment revenue of the Company which is a higher margin business

Employee benefit expenses

Employee benefit expenses increased by 416.55%, from 449.92 Lakhs in Fiscal 2025 to 2,324.07 Lakhs in Fiscal 2026. The increase primarily is driven by AdLift which contributed 1,787.48 lakhs to the employee cost since the business of AdLift is primarily retainer business comprising majorly of Search Engine Optimization which is employee heavy service business. On a standalone basis the employee benefit expenses increased from 449.92 Lakhs to 536.59 lakhs primarily due to yearly increments to employees. Below is the break-up of Employee benefit expenses for Fiscal 2026 entity wise as well as on a consolidated level based on the Restated Financial Statements highlighting the contribution from the material subsidiary:-

(In lakhs)

Particulars	Liqvd Digital India Limited (Standalone)	AdLift Marketing Private Limited (Consolidated)	Inter Company Adjustment/ Consolidation Adjustment	Total (Fiscal 2026 Consolidated)
Employee benefit expenses	536.59	1,787.48	-	2,324.07

Other expenses

Other expenses increased by 50.62%, from 535.63 Lakhs in Fiscal 2025 to 806.78 Lakhs in Fiscal 2026 Below is the break-up of other expenses for Fiscal 2026 entity wise as well as on a consolidated level based on the Restated Financial Statements highlighting the contribution from the Material Subsidiary:-

(In lakhs)

Particulars	Liqvd Digital India Limited (Standalone)	AdLift Marketing Private Limited (Consolidated)	Inter Company Adjustment/ Consolidation Adjustment	Total (Fiscal 2026 Consolidated)
Other expenses	236.33	570.45	-	806.78

The reduction in other expenses for Liqvd on a standalone basis was primarily due to reduction in the professional fees as well as reduction in business promotion expenses

Depreciation and amortization expenses

Depreciation and amortization expenses increased by 273.68%, from 11.59 lakhs in Fiscal 2025 to 43.31 Lakhs in Fiscal 2026. Below is the break-up of Depreciation and amortization expenses for Fiscal 2026 entity wise as well as on a consolidated level based on the Restated Financial Statements highlighting the contribution from the Material Subsidiary:-

(In lakhs)

Particulars	Liqvd Digital India Limited (Standalone)	AdLift Marketing Private Limited (Consolidated)	Inter Company Adjustment/ Consolidation Adjustment	Total (Fiscal 2026 Consolidated)
Depreciation and amortization expenses	21.16	22.15	-	43.31

Finance cost

Finance cost increased by 12.49%, from 97.21 Lakhs in Fiscal 2025 to 109.35 Lakhs in Fiscal 2026. Below is the break-up of Finance Cost for Fiscal 2026 highlighting the contribution from the material subsidiary based on the restated standalone & consolidated financial statements of the respective entities:-

(In lakhs)

Particulars	Liqvd Digital India Limited (Standalone)	AdLift Marketing Private Limited (Consolidated)	Inter Company Adjustment/ Consolidation Adjustment	Total (Fiscal 2026 Consolidated)
Finance cost	108.09	1.26	-	109.35

Finance cost for Liqvd on a standalone basis increased from 97.21 Lakhs to 108.09 Lakhs in line with the increase in the total short-term borrowings from 881.80 Lakhs to 917.45 Lakhs based on standalone restated financials of Liqvd

Profit before tax

Profit before tax increased by 227.57%, from 321.00 Lakhs in Fiscal 2025 to 1051.49 Lakhs in Fiscal 2026. Below is the break-up of Profit before tax for Fiscal 2026 highlighting the contribution from the material subsidiary based on the restated standalone & consolidated financial statements of the respective entities :

(In lakhs)

Particulars	Liqvd Digital India Limited (Standalone)	AdLift Marketing Private Limited (Consolidated)	Inter Company Adjustment/ Consolidation Adjustment	Total (Fiscal 2026 Consolidated)
Profit before tax	599.13	452.36	-	1,051.49

The standalone profit before tax for Liqvd increased from 321.00 Lakhs in Fiscal 2025 to 599.13 Lakhs in Fiscal 2025 primarily due to savings in cost of services as a % of Revenue led by increase in the higher margin project business vertical as well as reduction in business promotion expenses

Profit after tax (before Minority Interest)

Profit after tax increased by 257.00%, from 224.82 Lakhs Fiscal 2025 to 802.60 Lakhs in Fiscal 2026 which was largely in line with the increase in the Profit before tax of the Company. Below is the break-up of Profit after tax for Fiscal 2026 entity wise as well as on a consolidated level based on the Restated Financial Statements highlighting the contribution from the Material Subsidiary:-

				(In lakhs)
Particulars	Liqvd Digital India Limited (Standalone)	Adlift Marketing Private Limited (Consolidated)	Inter Company Adjustment/ Consolidation Adjustment	Total (Fiscal 2026 Consolidated)
Profit after tax	442.84	359.76	-	802.60

Fiscal 2025 compared with Fiscal 2024

Revenue from operation

Revenue from operations increased by 37.75% from 1,805.46 lakhs in Fiscal 2024 to 2,486.95 lakhs in fiscal 2025, primarily driven by:

1) Acquisition of new customers across automobile, consumer & retail, energy & renewables, financial services,

FMCG, healthcare & pharma, IT & communications and logistics Industries contributing 500.69 lakhs of incremental revenue. This was supported by increasing marketing initiatives and business development efforts undertaken to secure larger mandates. In Fiscal 2025 business promotion expenses increased to 83.31 lakhs compared to 23.00 lakh in Fiscal 2024

2) A significant increase in media revenues, which grew by 118.39% from 686.89 Lakhs to 1,500.13 Lakhs. This was supported by the increasing business from Concept Communication Limited which grew from 14.48% to 44.12% of the revenue from operation in Fiscal 2025. Business from Concept Communication Limited was driven by the increasing IPO assignments received by Concept Communication Limited. IPO-bound companies in India are steadily increasing their advertising budgets, with spends rising from INR 27.9 Crore in CY19 to a projected INR 299.0 Crore in CY25, registering strong growth across both offline and digital channels. (Source:- Ken Research Report)

Cost of services

Cost of services increased by 126.01%, from 481.05 lakhs in Fiscal 2024 to 1,087.23 lakhs in fiscal 2025. This increase is attributable to a change in the revenue mix:

In fiscal 2025, the media business vertical contributed 1,500.13 lakhs to the companys revenue, marking a significant increase from 686.89 lakhs in Fiscal 2024 increasing by more than 100% YOY. This vertical primarily focuses on procuring media placements from channel partners on behalf of clients. Unlike the companys other business segments where costs are predominantly driven by employee benefit expenses. In Fiscal 2025 of the total cost of services, 970.00 lakhs was contributed by media vertical which is equivalent to 89.21% of the total cost of services.

Employee benefit expenses

Employee benefit expenses decreased by 16.68%, from 540.01 lakhs in Fiscal 2024 to 449.92 lakhs in Fiscal 2025, primarily due to change in the revenue mix of the company. The "retainer" & the "projects" business verticals of the company include projects which are majorly driven by in-house employees which include services like website management, social media management, creative campaigns etc. which are employee driven services. The revenue from retainer & project business declined YoY and in turn the number of employees in the company were also reduced in line with strategic attrition to maintain a cost-effective business model. The number of closing employees declined from 63 employees to 44 employees leading to savings in employee cost YOY.

Below is the break-up of the retainer & projects business revenue YoY:-

Particulars	Fiscal 2025	% of Revenue from operations	Fiscal 2024	% of Revenue from operations
Projects	224.08	9.01%	335.75	18.60%
Retainers	479.55	19.28%	647.50	35.86%

Other expenses

Other expenses increased by 34.61%, from 397.92 lakhs in fiscal 2024 to 535.63 lakhs in Fiscal 2025. The increase was primarily driven by:

1. Increase in certain variable expenses in line with the increasing revenue

2. Business promotion expenses Increase in expenses by 60.31 lakhs YOY with increase in events participation, digital campaigns, and business development initiatives to enhance brand visibility, acquire new clients, and support revenue growth.

3. Increase in certain one-time fixed expenses which include: -

12.90 lakhs for due diligence and legal fees related to the acquisition of AdLift Marketing Private Limited

10.38 lakhs of consultancy fees paid related to loan financing taken from SBI

Depreciation and amortization expenses

Depreciation and amortization expenses decreased by 20.23%, from 14.53 lakhs in Fiscal 2024 to 11.59 lakhs in Fiscal 2025, primarily due to the company using the written-down value (WDV) method for depreciating its assets. Under the WDV method, depreciation is charged on the net book value of assets, which decreases each year, resulting in lower depreciation expenses over time as assets age.

Finance cost

Finance costs increased by 31.70%, from 73.81 lakhs in Fiscal 2024 to 97.21 lakhs in Fiscal 2025, primarily due to loan processing costs of 14.37 lakhs incurred for obtaining the SBI loan.

Profit before tax

Profit before tax was at similar levels as fiscal 2024 which was 321.00 lakhs in Fiscal 2025 against 321.14 lakhs in fiscal 2024. The PBT margin was at 12.91% in Fiscal 2025 of revenue from operations whereas 17.79% in Fiscal 2024. Decrease in margins was primarily due to increase in media business where margins are lower as compared to other business verticals. The media business vertical contributed 1,500.13 lakhs to the companys revenue, marking a significant increase from 686.89 lakhs in Fiscal 2024 increasing by more than 100% YOY. The media business vertical of the Company generates lower margins as Media buying is a commoditized business which involves purchasing ad space on platforms where a large portion of the clients budget goes directly to these platforms.

Profit after tax

Profit after tax increased to 224.82 lakhs from 190.30 lakhs primarily due to impact of deferred tax.

Cash flows

Particulars	Fiscal 2026	Fiscal 2025	Fiscal 2024
	(Consolidated)	(Standalone)	(Standalone)
Net cash inflow/(outflow) from operating activities	151.65	(45.95)	140.39
Net cash flow from investing activities	(1,264.50)	(54.61)	3.72
Net cash flow from financing activities	(227.89)	1387.22	97.08

Cash flows from operating activities

In Fiscal 2026 net cash flow from operating activities was 151.65 lakhs. The positive cash flows were driven by improving profit margins of the Company.

In Fiscal 2025, net cash flow from operating activities was (45.95) lakhs. The primary reason for negative cash flows was increasing working capital requirements of the Company led by an increase in trades receivables which increased by 285.42 lakhs which was in line with the increasing revenue from operations.

In fiscal 2024, net cash flow from operating activities was 140.39 lakhs driven by higher profit margins and extended credit days from the suppliers. The trades payables increased by 141.56 lakhs in Fiscal 2025.

Cash flows from investment activities

In Fiscal 2026, net cash flow from investing activities stood at (1,264.50) lakhs. The negative cash flow was primarily attributable to the payment of 1,400 lakhs made during the year towards the acquisition of AdLift. Notably, the equity funds raised for this acquisition had been received at the end of the previous fiscal year, which is reflected in the positive cash flow from financing activities which was 1,387.22 lakhs in Fiscal 2025.In Fiscal 2025, net cash flow from investing activities was (54.61) lakhs, this was primarily negative due increase in purchase of furniture & office equipment of 50.55 lakhs as well as a capital advances of 40.12 lakh for the purchase of furniture & office equipment.

In Fiscal 2024, net cash flow from investing activities was 3.72 lakhs, primarily due to recovery of short term loans and advances given and interest income which was partially set off by purchase of property, plant and equipment and intangible assets of (7.83) lakhs.

Cash flows from financing activities

In Fiscal 2026 net cash flow from financing activities was (227.89) lakhs primarily due to repayment of certain borrowings and interest cost on the borrowings

In Fiscal 2025, net cash flow from financing activities was 1387.22 lakhs, primarily due to sources of funds by way of a private Placement of Equity Shares in March 2025 of 1200.00 lakhs from multiple investors including our Corporate

Promoter for part payment of tranche 1 for 51% acquisition of AdLift Marketing Private Limited. This payment was made in April 2025 to AdLift promoters & therefore the balance remains in the books as at 31^st March 2025. The same has been entirely utilised in April 2025.

In fiscal 2024, net cash flow from financing activities was 97.08 lakhs, primarily due proceeds from issue of shares under rights issue of 100.00 lakhs majorly issued to the promoters of the Company.

Information required as per Item (ii) (c) (iv) of Part A of Schedule VI to the SEBI regulations:

An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:

1. Unusual or infrequent events or transactions

There has not been any unusual trend on account of our business activity. There are no unusual or infrequent events or transactions in our company. The transactions are as per usual business operations.

2. Significant economic changes that materially affected or are likely to affect income from continuing operations.

We do not foresee any significant economic changes that will affect our operations.

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

Apart from the risks as disclosed under section "Risk Factors" beginning on page 30, in our opinion there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations.

4. Future changes in relationship between costs and revenues

Our companys future costs and revenues will be determined by growth of industry in which we operate, economic activities and government policies and consumer preferences.

5. Increases in net sales or revenue and introduction of new services or increased sales prices.

With the acquisition of AdLift Marketing Private Limited, the Company has expanded its solutions within the Digital Marketing universe. But this being a strategic acquisition, there is no new service being introduced but just a forward integration in the Digital Marketing Gambit

6. Status of any publicly announced new service or business segment

Our company has not announced any new service or business segment.

7. Seasonality of business

Our business is subject to a higher revenue trend in Quarter 3 and 4 of the financial year. This uplift is primarily driven by increased advertising demand during key festive seasons, as brands intensify their marketing efforts to capitalize on consumer spending. Additionally, clients in sectors such as insurance tend to ramp up campaigns toward the financial year-end to meet strategic targets, while logistics companies prefer to boost visibility during dry months when operational activity is at its peak. These seasonal dynamics contribute significantly to our higher turnover in the latter half of the year

8. Dependence on few customers/ clients.

We cater to customers and have a strong association with our customers with a vide customer base and our top 10 customers have contributed more than 50% of the revenue in Fiscal 2023, fiscal 2024 and Fiscal 2025. See "Our Business" section on page 220 for details on number of customers we serve.

9. Competitive conditions

Competitive conditions are as described under the section titled "Our Industry" on page 151.

10. Details of material developments after the date of last balance sheet i.e. March 31, 2026

No material developments have taken place after the date of last balance sheet i.e. March 31, 2026, that could materially and adversely affect or are likely to affect, our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next 12 months.