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 financial statements for the financial years ended on March 31, 2025, 2024 and 2023 including the notes and significant accounting policies thereto and the reports thereon, which appear elsewhere in this draft red herring prospectus. You should also see the section titled "Risk Factors" on page 43 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 draft red herring prospectus under the section titled "Financial Information - Restated Financial Statements" on page 312. 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 43and 29 respectively, and elsewhere in this Draft Red Herring Prospectus.

Accordingly, the degree to which the financial statements in this Draft 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 26.

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 September 27, 2025 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 draft 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 29, 2025.

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 2025, 2024 and 2023 as per restated financial information is set out below:

A. GAAP Financial Measures

(Amount in lakhs)

Particulars	Financial Year 2024- 2025	Financial Year 2023- 2024	Financial Year 2022- 2023
Revenue from Operations	2,486.95	1,805.46	1,593.81
Profit After Tax	224.82	190.30	76.53

C. Non-GAAP Financial and Operational Measures

Particulars	Financial Year 2024- 2025	Financial Year 2023- 2024	Financial Year 2022-2023
EBITDA (Amount in lakhs)	393.13	381.12	105.38
EBITDA Margin	15.81%	21.11%	6.61%
PAT Margin	9.04%	10.54%	4.80%
Return on Net Worth	20.92%	294.89%	(30.80)%
Return on Capital Employed	14.08%	47.18%	37.25%
Debt-Equity Ratio (times)	0.45	2.94	(6.87)
Non- GAAP Operational Performance Indicators
Repeat Business (as a Percentage)	79.87%	83.00%	72.04%
Revenue per Employee	46.49	25.98	20.83

A. GAAP Financial Measures

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

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

6. Net Worth: Share capital plus Balance in Profit and Loss account plus Securities Premium account

B. Non-GAAP Financial and Operational Measures

1. EBITDA: Profit for the year, plus tax expenses, Interest costs, 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 divided by Revenue from Operations.

4. Return on Net Worth: Net profit after tax divided by Average of Net worth at the end of the year and Net worth at the beginning of the year

5. Return on Capital Employed: Earnings before interest and taxes divided by Capital employed. EBIT is calculated as Profit before tax plus Interest expense; Capital Employed includes Tangible Net worth plus Total Debt plus deferred tax liability

6. Debt Equity Ratio: Total Debt (Short term plus long term) divided by Shareholder equity Non- GAAP Operational Performance Indicators

7. 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.

8. 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.
Net Worth	Net worth is used by the management to ascertain the total value created by the entity and provides a snapshot of current financial position of the Company

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	Return on Net Worth is an indicator of our efficiency as it measures our profitability. 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
Non- GAAP Operational Performance Indicators
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 September 27,2025 and as certified by JMMK & Co., the Statutory Auditor of our Company pursuant to their certificate dated September 29, 2025.

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 312

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 43.

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 2025	% of total income	Fiscal 2024	% of total income	Fiscal 2023	% of Total income
Revenue from operations	2,486.95	99.38%	1,805.46	98.74%	1,593.81	94.72%
Other income	15.63	0.62%	23.00	1.26%	88.87	5.28%
Total income (a)	2,502.58	100.00%	1,828.46	100.00%	1,682.68	100.00%
Cost of services	1,087.23	43.44%	481.05	26.31%	515.88	30.66%
Employee benefits expense	449.92	17.98%	540.01	29.53%	574.88	34.16%
Finance cost	97.21	3.88%	73.81	4.04%	63.55	3.78%
Depreciation and amortization expense	11.59	0.46%	14.53	0.79%	17.84	1.06%
Other expenses	535.63	21.40%	397.91	21.76%	397.39	23.62%
Total expenses (b)	2,181.58	87.17%	1,507.31	82.44%	1,569.54	93.28%
Profit before extraordinary item and tax ((a)-(b))	321.00	12.83%	321.15	17.56%	113.14	6.72%
Extraordinary item	-	-	-	-	-	-
Profit before tax (c)	321.00	12.83%	321.15	17.56%	113.14	6.72%
i) tax expense for current year	86.51	3.46%	13.09	0.72%	18.88	1.12%
ii) prior period tax adjustment	11.08	0.44%	43.74	2.39%	(0.07)	0.00%
iii) MAT credit entitlement	-	0.00%	-	0.00%	(16.68)	(0.99)%
iv) deferred tax	(1.41)	(0.06)%	74.02	4.05%	34.48	2.05%
Net current tax expenses (d)	96.18	3.84%	130.85	7.16%	36.61	2.18%
Profit for the year (e) = (c) (d)	224.82	8.98%	190.30	10.41%	76.53	4.55%

Review of restated financial statements

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:-

(Amount in lakhs)

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 397.91 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 321.15 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.

Profit after tax

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

Fiscal 2024 compared with Fiscal 2023 Revenue from operation

Revenue from operations increased by 13.28% from 1593.81 lakhs in Fiscal 2023 to 1805.46 lakhs in fiscal 2024 due to:

A significant increase in projects and productions vertical revenues, which grew by 113% from 220.91 lakhs to 471.07 lakhs.

Cost of services

Cost of services decreased by 6.75%, from 515.88 lakhs in Fiscal 2023 to 481.05 lakhs in fiscal 2024 due to increase in the Projects & Production business verticals of the Company which are higher margin business than the Media Verticals of the Company.

Employee benefit expenses

Employee benefit expenses decreased by 6.07%, from 574.88 lakhs in Fiscal 2023 to 540.01 lakhs in Fiscal 2024, primarily due to changes in the retainer business. The marginal decline was due to some attritions with employee headcount remaining same in the both the years with a marginal decline in 76 closing employees as compared to 63 employees in Fiscal 2024. The savings in the employee cost as a % of revenue was primarily due better output per employee with the revenue per employee improving from 20.83 lakhs to 25.98 lakhs.

Other expenses

Other expenses increased by 0.13%, from 397.39 lakhs in Fiscal 2023 to 397.91 lakhs in Fiscal 2024. This is in line with the historical numbers.

Depreciation and amortization expenses

Depreciation and amortization expenses decreased by 18.55%, from 17.84 lakhs in Fiscal 2023 to 14.53 lakhs in Fiscal 2024, primarily due to the company following the written-down value (WDV) method for depreciating its assets. Under this method, depreciation is charged on the Net Book Value of assets, which declines each year, resulting in lower depreciation expenses over time.

Finance cost

Finance costs increased by 16.14%, from 63.55 lakhs in Fiscal 2023 to 73.81 lakhs in Fiscal 2024. This is in line with the increase in short term borrowings from 554.24 lakhs in Fiscal 2023 to 616.02 lakhs in fiscal 2024.

Profit before tax

Profit before tax increased from 113.14 lakhs in Fiscal 2023 to 321.15 lakhs fiscal 2024 by 183.85%. Increase was primarily due to:

1) Increase in the Revenue YOY

2) Reduction in the cost of services as a % of revenue

3) Decrease in employee benefit expense as a % of Revenue YOY due to a 8.61% decline in the retainer business which relies heavily on in-house employees for delivering services such as strategy, design, content, and digital execution.

Profit after tax

Profit after tax in Fiscal 2023 increased by 148.66% from 76.53 lakhs in Fiscal 2024 to 190.30 lakhs in Fiscal 2024 in line with the increasing Profit Before Tax.

Cash flows

(in lakhs)

Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
Net cash inflow/(outflow) from operating activities	(45.96)	140.39	(114.96)
Net cash flow from investing activities	(54.61)	3.72	(9.59)
Net cash flow from financing activities	1387.23	97.08	67.79

Cash flows from operating activities

In Fiscal 2025, net cash flow from operating activities was (45.96) 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

In Fiscal 2023, net cash flow from operating activities was (114.96) lakhs, while our net profit before tax was 113.14 lakhs, cash flow was negative due to higher working capital requirements of the Company and lower profit margins.

Cash flows from investment activities

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 increase in purchase of property, plant and equipment and intangible assets of (7.83) lakhs, partially offset by advance received back from employees/directors (net) of 6.35 lakhs and interest income of 3.63 lakhs.

In Fiscal 2023, net cash flow from investing activities was (9.59) lakhs, primarily due to purchase of furniture and equipment of (14.39) lakhs offset by interest income of 3.52 lakhs.

Cash flows from financing activities

In Fiscal 2025, net cash flow from financing activities was 1387.23 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.

In Fiscal 2023, net cash flow from financing activities was 67.79 lakhs, primarily due to proceeds from issue of shares under rights issue of 150.00 lakhs 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 43, 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 235 for details on number of customers we serve.

9. Competitive conditions

Competitive conditions are as described under the section titled "Our Industry" on page 168.

10. Details of material developments after the date of last balance sheet i.e. March 31, 2025

Except as stated below no material developments have taken place after the date of last balance sheet i.e. March 31, 2025, 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:

1. The Company has acquired 51% stake in M/s. AdLift Marketing Private Limited on April 03, 2025, for which consideration paid in other than cash was 1,50,000 equity shares having Face Value of 10 Each, at an issue Price of 200 each including premium of 190, amounting to 300.00 Lakhs on private placement basis on March 25, 2025 and remaining consideration in cash was 1,200.00 Lakhs paid on April 02, 2025.

2. The Company was converted from "Private Limited" to "Limited" on April 03, 2025 pursuant to the Special Resolution passed at the Shareholders meeting held on February 17, 2025.

3. Pursuant to the Board Resolution passed at the board meeting held on June 25 2025, the Registered Office of the Company has been shifted from Queens Mansion, 1st Floor, Prescot Road, Fort, Mumbai 400001, Maharashtra to B 206, Second Avenue CTS No. 17/2A/1, Subhash Nagar, Village Vyarvail MIDC, Andheri East, Mumbai 400093, Maharashtra, India with effect from the same date.

4. There was a change in designation of Monish Sanghavi and Sunil Gangras from Non-Executive Director to Whole Time Director with effective from April 07, 2025.

5. Pursuant to the Board Resolution passed at the board meeting held on September 12, 2025, Mr. Kondiram Rajendira Narayankar has been appointed as the Chief Financial Officer of the Company.

6. Pursuant to the Board Resolution passed at the board meeting held on July 16, 2025, Ms. Sonal Dilip Biyani has been appointed as the Company Secretary of the Company.

7. Pursuant to the Resolution passed at the Annual General Meeting held on August 26, 2025, the Authorized Share Capital of the Company be and is hereby increased from 700.00 Lakhs divided into 70,00,000 Equity Shares of 10 each to 1,200.00 Lakhs divided into 1,20,00,000 Equity Shares of 10 each.

8. Pursuant to the Resolution passed at the Annual General Meeting held on 26th August, 2025, The existing authorized share capital of the Company was Sub-Divided/Split from 1,20,00,000 fully paid up equity shares of face value of 10 each into 2,40,00,000 equity shares of face value of 5 each ("Sub-Division").

9. Pursuant to Board Resolution passed at the board meeting held on September 12, 2025, Mr. Satish Inani has been appointed as the Independent Director of the Company.

10. Pursuant to the Resolution passed at the Extra Ordinary General Meeting held on September 15, 2025 Bonus shares were issued in the ratio of 1 equity share for every 1 equity share held. The bonus issue comprised of 75,00,000 equity shares, hence increasing the total paid up share capital from 75,00,000 equity shares to 1,50,00,000 equity shares.

11. The Company has acquired a 25.79% stake in M/s. Adlift Marketing Private Limited in two tranches. Under Tranche II, the Company acquired a 5.16% stake through a cash consideration of 200.00 lakhs.

12. Under Tranche III, the Company acquired the remaining 20.63% stake through allotment of 9,41,177 equity shares of the Company, having a face value of 5 each, at an issue price of 85 per share (including a premium of 80), aggregating to 800.00 lakhs on 30th September, 2025.