The following discussion of our financial condition and results of operations should be read in conjunction with "Restated Financial Statement" beginning on page 304, the Chapter titled "Forward Looking Statements" beginning on page 30 and the section titled "Risk Factors" beginning on page 32 and Unless otherwise indicated or the context otherwise requires, the financial information for Fiscal 2023, 2024 and 2025 included herein is derived from the Restated Financial Statements, included in this Draft Red Herring Prospectus, which have been derived from our audited financial statements and restated in accordance with the SEBIICDR Regulations and the Guidance Notes on Reports in Company Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries. For further information, see "Restated Financial Statement" on page 304.
The consolidated financial information for Fiscals 2025 and 2024 is not directly comparable with the standalone financial information for Fiscal 2023 given that we did not had any subsidiary in such prior period. Further, unless otherwise indicated or the context otherwise requires, all operational information included herein for Fiscal 2023 is on standalone basis and for Fiscals 2025 and 2024 is on a consolidated basis. For further information, see "Restated Financial Statement" on page 304.
Unless the context otherwise requires, in this section, references to "our Company", "the Company", "we", "us" and "our" refers to Methodhub Software Limited.
BUSINESS OVERVIEW
Our Company was incorporated on February 02, 2016, as a private limited company as " Methodhub Software Private Limited" vide registration number 085743 under the provisions of Companies Act, 2013 with the Registrar of Companies, Karnataka at Bengaluru. Our Company was converted from a private limited company to a public limited company pursuant to board resolution dated September 05, 2024, and a special resolution passed by the Shareholders at the AGM dated September 30, 2024. Consequently, the name of our Company was changed from ‘MethodHub Software Private Limited to ‘MethodHub Software Limited and a fresh certificate of incorporation consequent upon conversion to public company dated October 19, 2024, was issued by the Assistant Registrar of Companies/ Deputy Registrar of Companies/ Registrar of Companies, Central Processing Centre. For further details see, "History and Certain Corporate Matters" on page 268.
Our Company is an Information Technology (IT) services provider conducting business through offices across four locations in India and through its Subsidiaries in the USA and Canada. The Company offers next-gen business solutions to enhance the digital transformation journey of clients across the globe. With 40 active customers and with 296 employees and independent consultants as on August 31, 2025, who have domain expertise and experience in currently evolving technologies. Our Company serves enterprises across sectors through consulting, delivery, support services and execution capabilities.
Our Company is positioned in offering specific solutions to key industries such as BFSI, Oil & Gas/Energy, Healthcare and Lifesciences, Telecom & Tech Infrastructure, Automotive & Transport, IT Consulting. Our services are structured around these six core verticals, allowing us to deliver targeted, industry-specific solutions that meet the desired needs of each sector. We offer a wide range of IT and Consulting Services including Cloud Services, Data & AI Services, Cybersecurity, ERP/CRM Integration, IT Infrastructure, Recruitment Delivery Services and Combined Offerings. In addition, we provide bespoke IT solutions supported by a dedicated and well-managed IT team and a team of seasoned professionals to ensure continuous monitoring and support according to the clients specific needs.
The Information Technology industry is a continuously evolving industry, and we endeavor to exploit these technological advances to reach audience in India and globally to provide growth, efficiency and advancement in the business objectives. Our success lies in the strength of our relationship with our clients and expertise in the industry. We have been able to get continued business from our existing clients which include Indian and multinational corporations. Our team, through their vast experience, efficient and timely delivery, is able to source new business for our Company.
Our promoters, Ahobilam Nagasundaram, has 30 years of experience in the IT & Consulting Services and Jayakumar Ammasaikutty has 16 years of experience in Management and IT industry. They provide strategic guidance for our global operations for major IT projects. Our Board of Directors includes a combination of management executives and directors who bring in significant business and management expertise. We are led by a professional management team with extensive experience in the IT Services industry, in-depth understanding of managing complex projects and proven performance track records. For more information, see " Our Management" on page 278.
KEY PERFORMANCE INDICATORS OF OUR COMPANY:
As per Restated Financial Statements
| Particulars | As of / for the year ended March 31, 2025 | As of / for the year ended March 31, 2024 | As of / for the year ended March 31, 2023 |
| (Consolidated) | (Consolidated) | (Standalone) | |
| Revenue from Operations | 1,348.58 | 568.02 | 354.90 |
| Gross Profit (1) | 291.57 | 176.97 | 142.92 |
| Gross Margin(%)(2) | 21.62% | 31.16% | 40.27% |
| EBITDA(3) | 170.02 | 90.37 | 57.44 |
| EBITDA Margin(%)(4) | 12.61% | 15.91% | 16.18% |
| Profit After Tax for the Year (5) | 115.01 | 54.08 | 13.44 |
| PAT Margin(%) (6) | 8.46% | 9.39% | 3.74% |
| Return on Equity(%)(7) | 42.57% | 70.93% | 41.25% |
| Return on Capital Employed(%)(8) | 25.71% | 24.87% | 21.07% |
| Debt-Equity Ratio | 0.75 | 2.55 | 6.49 |
| Return on Net Worth(%)(9) | 26.92% | 47.78% | 34.20% |
Notes:
1) Gross Profit = Revenue from Operations - Cost of Goods / Services Sold
2) Gross Margin = Gross Profit / Revenue from Operations
3) EBITDA = Profit before tax + depreciation & amortization expense + Interest cost - Other Income
4) EBITDA Margin = EBITDA/ Revenue from Operations
5) Profit After Tax for the Year = Profit after tax (After share ofprofit of minority interest)
6) PAT Margin = Profit after tax (After share ofprofit of minority interest) / Total Revenue
7) Return on Equity (ROE) = Profit after tax (After share ofprofit of minority interest) / Average Equity
8) Return on Capital Employed (ROCE) = EBIDTA / (Net Worth - Goodwill - Intangible + Total Debt + Deferred Tax Liability)
9) Return on Net Worth (RONW) = PAT / (Total Assets - Current Liabilities - Goodwill - Intangible + Long Term borrowings + Short Term borrowings)
The table below sets out the revenue derived from the services provided by us in Fiscal 2025, Fiscal 2024 and Fiscal 2023, together with such revenue as a percentage of our revenue from operations from the respective Fiscals:
| Particulars | As of / for the year ended | As of / for the year ended | As of / for the year ended | |||
| March 31, 2025 | March 31, 2024 | March 31, 2023 | ||||
| (Consolidated) | (Consolidated) | (Standalone) | ||||
| Amount | % to Revenue from operations | Amount | % to Revenue from operations | Amount | % to Revenue from operations | |
| IT Services | 1,071.18 | 79.43 | 390.95 | 68.83 | 212.18 | 59.79 |
| Tech Infra Services | 277.40 | 20.57 | 177.07 | 31.17 | 142.72 | 40.21 |
| Total Revenue | 1,348.58 | 100.00 | 568.02 | 100.00 | 354.90 | 100.00 |
For details relating to our industry, past trends, future prospects etc., please refer to Chapter titled " Industry Overview beginning on page 141.
AWARDS, RECOGNITIONS AND CERTIFICATIONS
Some of the prominent certifications received by us are the following:
| Sr. Name of the No. Registration / License | Certificate / License No. | Issuing Authority | Date of Issue | Date of Expiry |
| 1. ISO/IEC 27001:2022 | IS 796660 | BSI | 19/07/2024 | 18/07/2027 |
| 2. ISO 9001:2015 | FM 796659 | BSI | 19/07/2024 | 18/07/2027 |
| 3. SOC2 TYPE II | SOC 2/2025/001 | Swameshwar Nagarajan | 17/05/2025 | 31/12/2025 |
| Chartered Accountant | ||||
| Certified Public Accountant | ||||
| License No: PAC-CPAP-LIC- | ||||
| 032935 |
| Calendar Year | Details |
| January 2025 | LinkedIn - Talent MVTeam 2024. MethodHub was in the top 25% of LinkedIn Recruiter Teams in 2024. Plus 4 LinkedIn recruiters users from MethodHub qualified for 2024s Celebrate + Elevate individual award. |
| March 2025 | MethodHub Software Limited has successfully completed the assessment conducted by Great Place To Work? (GPTW), India, and is certified as a Great Place To Work Category: Mid-Size Organizations. This certificate is valid from March 2025 till March 2026. |
| March 2025 | Honored with the NASSCOM SME Inspire Awards 2025 under the Special Awards - Best Skilling Initiative category, recognizing its excellence in workforce development and skill enhancement. |
OUR SERVICES
We offer a broad portfolio of services that are designed to address the evolving needs of our clients across industries and geographies. Our service offerings are structured into five key horizontal verticals, enabling us to deliver comprehensive and integrated solutions that support business transformation, operational efficiency, and long-term growth.
• Data and AI Services
We provide end-to-end data and artificial intelligence services that enable clients to modernize their data infrastructure, strengthen decision-making capabilities, and adopt AI responsibly. Our data offerings include the design and implementation of robust data foundations, data modernization programmes, platform integration, and workflow automation to improve scalability and efficiency. We also deliver data engineering, governance, security, and privacy solutions to ensure compliance with applicable regulations and safeguard client information assets.
In the area of artificial intelligence, our services cover strategic consulting, readiness assessments, adoption roadmaps, and implementation of generative AI solutions aligned with client objectives. We design, customize, and integrate domain-specific AI applications such as chatbots, AI copilots, recommendation engines, and industry-focused analytics within existing technology environments. Post-deployment, we provide Artificial Intelligence or Machine Language operations support, infrastructure optimization, and performance monitoring to ensure sustained value delivery. Our advanced analytics and visualization capabilities further leverage machine learning techniques to transform complex datasets into actionable insights, helping clients across industries unlock the full potential of their data while driving innovation and operational excellence.
• IT Infrastructure:
Our company provides Infrastructure Services covering computer systems, networks, and complete IT environment management. These services include the setup, monitoring, and maintenance of hardware, servers, and cloud platforms to ensure uninterrupted business operations. We manage enterprise networks, data storage, and security frameworks with a strong focus on reliability and uptime. Proactive monitoring and quick issue resolution help reduce risks and prevent operational disruptions. We also enable clients to scale their infrastructure in line with evolving business needs while maintaining cost efficiency and flexibility. Through robust processes and adherence to industry best practices, our company delivers secure, stable, and future-ready IT infrastructure solutions.
• Cloud Services
As part of our technology-driven service portfolio, we provide comprehensive cloud-based solutions designed to enhance operational efficiency, scalability, and cost effectiveness for our clients. Our offerings cover the entire cloud adoption lifecycle, including assessment of existing IT infrastructure, formulation of tailored migration strategies, and secure execution of cloud transitions. We also provide continuous management of cloud environments with a strong emphasis on performance optimization, security, and regulatory compliance. In addition, we design and develop scalable cloud-native applications leveraging microservices architecture, containerization, and DevOps practices, thereby enabling accelerated product delivery and supporting the evolving business requirements of our clients.
• Recruitment Delivery Services:
Our Recruitment Delivery Services are designed to enable clients to attract, evaluate, and onboard the right talent through a structured, transparent, and quality-driven approach. The process begins with lead generation, requirement gathering, and execution of master service agreements to ensure alignment with client objectives. We collaborate with hiring managers to define roles, prepare detailed job descriptions, and establish clear success benchmarks. Leveraging internal recruiters, job boards, referrals, and technology platforms, we source, screen, and assess candidates before managing interviews, negotiations, and onboarding. Strong documentation, compliance checks, and integrated payroll processes ensure efficiency and reliability across the engagement. With adaptability, proactive issue resolution, and measurable quality controls, we deliver recruitment solutions that contribute to long-term client success.
• ERP/CRM Integration
We provide enterprise resource planning (ERP) and customer relationship management (CRM) integration services aimed at improving operational efficiency and maximizing returns on technology investments. Our offerings include the automation, integration, and optimization of enterprise systems and custom-built applications to enhance process performance, scalability, and agility. Leveraging our expertise in business process design, we develop and implement solutions that align with client objectives, enabling data-driven decision-making and supporting sustained competitiveness in dynamic market environments.
• Application & Infrastructure Vulnerability Management Services ("Cybersecurity)"
We provide comprehensive cybersecurity solutions designed to safeguard client assets, ensure regulatory compliance, and strengthen operational resilience. Our service offerings include vulnerability assessments, penetration testing, intrusion detection and prevention systems, and security information and event management. We also deliver identity and access management solutions, managed security services, and customized security architecture to address evolving cyber threats. By integrating continuous monitoring, threat analysis, and incident response, we enable clients to protect critical systems and data, while minimizing security risks in dynamic digital environments.
The table below sets forth the segment wise revenue break-up and as a percentage of revenue from operations for the last three fiscals:
| Particulars | As of / for the year ended March 31, 2025 | As of / for the year ended March 31, 2024 | As of / For the year ended March 31, 2023 | |||
| (Consolidated) | (Consolidated) | (Standalone) | ||||
| Amount | % to Revenue from operations | Amount | % to Revenue from operations | Amount | % to Revenue from operations | |
| Data & AI | 555.17 | 41.17% | 31.82 | 5.60% | 50.41 | 14.20% |
| Recruitment Delivery | 209.02 | 15.50% | 106.27 | 18.71% | 73.58 | 20.73% |
| Cloud Services | 246.52 | 18.28% | 63.71 | 11.22% | 16.43 | 4.63% |
| Combined Offerings | 8.32 | 0.62% | 178.76 | 31.47% | 128.62 | 36.24% |
| Infrastructure | 275.64 | 20.44% | 38.85 | 6.84% | 2.21 | 0.62% |
| ERP&CRM | 1.09 | 0.08% | 111.36 | 19.60% | 44.22 | 12.46% |
| Cyber Security | 52.82 | 3.92% | 37.26 | 6.56% | 39.43 | 11.11% |
| Total Revenue | 1,348.58 | 100.00% | 568.02 | 100.00% | 354.90 | 100.00% |
The table below sets forth revenues earned by our company across various geographies during the preceding three fiscals ended on March 31, 2025, March 31, 2024, March 31, 2023
| Particulars | As of / for the year ended March 31, 2025 | As of / for the year ended March 31, 2024 | As of / for the year ended March 31, 2024 | |||
| (Consolidated) | (Consolidated) | (Standalone) | ||||
| Amount (in Million) | % to Revenue from operations | Amount (in Million) | % to Revenue from operations | Amount (in Million) | % to Revenue from operations | |
| India | 344.13 | 25.52% | 275.22 | 48.45% | 180.95 | 50.99% |
| USA | 463.96 | 34.40% | 292.80 | 51.55% | 173.95 | 49.01% |
| Canada | 540.49 | 40.08% | - |
0.00% | - |
0.00% |
| Total Revenue | 1,348.58 | 100.00% | 568.02 | 100.00% | 354.90 | 100.00% |
SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Our financial performance and operational outcomes are influenced by a variety of internal and external factors. Understanding these factors is essential for evaluating our business, assessing our future prospects, and making informed investment decisions. The following discussion outlines the key elements that materially impact our results of operations and financial condition:
1. Revenue Growth Across Service Verticals
Our ability to sustain and grow revenue is a critical determinant of our financial health. We operate across multiple service verticals, including cloud and mobile application development, remote infrastructure management, data analytics and artificial intelligence, cybersecurity, and telecom infrastructure services. Each of these verticals contributes differently to our revenue mix and is subject to unique market dynamics.
The demand for digital transformation services, particularly in cloud computing and AI, has been a significant growth driver. However, any slowdown in client spending, delays in project execution, or reduction in contract size can adversely affect our top-line performance. Additionally, the competitive nature of the IT services industry may exert downward pressure on pricing, which could impact our revenue growth and margins.
2. Client Acquisition, Retention, and Concentration
Our business model relies heavily on long-term relationships with enterprise clients across various industries, including banking and financial services, healthcare, oil and gas, and telecommunications. A significant portion of our revenue is derived from business with existing clients, which underscores the importance of client satisfaction and service quality.
The loss of a major client, failure to renew key contracts, or inability to onboard new clients in a timely manner could materially impact our revenue and profitability. Furthermore, client concentration risk—where a small number of clients contribute a large share of revenue—can expose us to volatility if any of these clients reduce their IT spending or switch to competitors.
3. Human Capital and Talent Management
As a knowledge-driven organization, our success is intrinsically linked to the quality and availability of our human capital. Our ability to attract, train, and retain skilled professionals—particularly in high-demand areas such as cloud architecture, data science, cybersecurity, and DevOps—is vital to maintaining our competitive edge.
The IT industry is characterized by high attrition rates and intense competition for talent. Rising employee costs, talent shortages, or disruptions in workforce availability can affect our ability to deliver projects on time and within budget. Additionally, investments in employee training and upskilling are necessary to keep pace with evolving technologies, which may increase our operating expenses.
4. Technology Adoption and Innovation
The rapid pace of technological change presents both opportunities and challenges. Our clients increasingly demand innovative solutions that leverage emerging technologies such as artificial intelligence, machine learning, blockchain, and edge computing. To remain relevant and competitive, we must continuously invest in research and development, enhance our service offerings, and adopt new delivery models.
Failure to anticipate or respond to technological shifts could result in obsolescence of our services, loss of market share, and reduced client engagement. Conversely, successful innovation can open new revenue streams and strengthen our market positioning.
5. Operational Efficiency and Cost Management
Our profitability is influenced by our ability to manage operating costs effectively. Key cost components include employee compensation, infrastructure and facility expenses, software licenses, and technology investments. Efficient resource allocation, project management, and cost optimization are essential to maintaining healthy margins.
Unexpected increases in costs—such as wage inflation, higher utility expenses, or increased software licensing fees—can erode profitability. Additionally, inefficiencies in project execution, such as scope creep or delivery delays, may result in cost overruns and client dissatisfaction.
6. Regulatory and Compliance Environment
We operate in a highly regulated environment, both in India and in the international markets - USA & Canada, where our clients are based. Compliance with data protection laws (such as the Indian Digital Personal Data Protection Act and GDPR), intellectual property regulations, labor laws, and export control norms is essential to our operations.
Non-compliance with applicable laws and regulations can result in legal penalties, reputational damage, and loss of business. Moreover, changes in regulatory frameworks—such as new cybersecurity mandates or restrictions on cross-border data flows—may require us to modify our service delivery models and invest in compliance infrastructure.
7. Macroeconomic and Geopolitical Factors
Our business is influenced by global economic conditions, including GDP growth, inflation, interest rates, and currency exchange rates. Economic slowdowns in key client geographies can lead to reduced IT budgets, project deferrals, or cancellations. Inflationary pressures may increase our input costs, while rising interest rates can affect our borrowing costs and investment decisions.
Geopolitical developments—such as trade tensions, regulatory changes, or political instability—can disrupt global supply chains, impact client operations, and create uncertainty in the business environment. These factors may indirectly affect our revenue visibility and financial performance.
8. Capital Structure and Financial Leverage
Our financial condition is also shaped by our capital structure, including the mix of equity and debt financing. As of the latest reporting period, we have outstanding borrowings that contribute to our financial leverage. While debt can be a useful tool for funding growth and expansion, it also introduces risks related to interest obligations, refinancing, and liquidity management.
An increase in debt levels or adverse changes in interest rates may impact our ability to service obligations and reduce financial flexibility. Maintaining an optimal capital structure is essential to support our growth strategy while preserving shareholder value.
9. Foreign Exchange Risk
A significant portion of our revenue is generated from international clients, particularly in North America, Europe, and the Asia-Pacific region. As a result, we are exposed to foreign exchange fluctuations, especially in the USD- INR currency pair. While we employ hedging strategies to mitigate currency risk, sharp or sustained movements in exchange rates can impact our revenue realization and profitability.
Foreign exchange volatility may also affect the competitiveness of our pricing in global markets, influencing client decisions and contract negotiations.
Global Economic Outlook
The global economy is at a precarious juncture, marked by heightened trade tensions and elevated policy uncertainty, according to the World Economic Situation and Prospects as of mid-2025. The recent surge in tariffs—driving the effective U.S. tariff rate up steeply—threatens to raise production costs, disrupt global supply chains and amplify financial turbulence. Uncertainty over trade and economic policies, combined with a volatile geopolitical landscape, is prompting businesses to delay or scale back critical investment decisions. These developments are compounding existing challenges, including high debt levels and sluggish productivity growth, further undermining global growth prospects. Global GDP growth is now forecast at just 2.4 per cent in 2025, down from 2.9 per cent in 2024 and 0.4 percentage points below the January 2025 projection.
The slowdown is broad-based, affecting both developed and developing economies. Growth in the United States is projected to decelerate significantly, from 2.8 per cent in 2024 to 1.6 per cent in 2025, with higher tariffs and policy uncertainty expected to weigh on private investment and consumption. In the European Union, GDP growth is forecast at 1.0 per cent in 2025, unchanged from 2024, amid weaker net exports and higher trade barriers.
For many developing countries, this bleak economic outlook undermines prospects for creating jobs, reducing poverty, and addressing inequality. For least developed countries—where growth is expected to slow from 4.5 per cent in 2024 to 4.1 per cent in 2025—declining export revenues, tightening financial conditions and reduced official development assistance flows threaten to further erode fiscal space and heighten the risk of debt distress. Escalating trade frictions are further straining the multilateral trading system, leaving small and vulnerable economies increasingly marginalized in a fragmented global landscape.
Source: Press Release (https://policy. desa. un. org/sites/default/files/publications/2025-05/wesp-mid-2025- global-press-release.pdf)
Indian Economic Outlook
The global economy exhibited steady yet uneven growth across regions in 2024. A notable trend was the slowdown in global manufacturing, especially in Europe and parts of Asia, due to supply chain disruptions and weak external demand. In contrast, the services sector performed better, supporting growth in many economies. Inflationary pressures eased in most economies. However, services inflation has remained persistent. Although commodity prices have stabilized, the risk of synchronized price increases persists. With growth varying across economies and last-mile disinflation proving sticky, central banks may chart varying paths of monetary easing. This will lead to uncertainty over future policy rates and inflation trajectories. This apart, geopolitical tensions, ongoing conflicts, and trade policy risks continue to pose significant challenges to global economic stability. In this global context, India displayed steady economic growth. As per the first advance estimates of national accounts, Indias real GDP is estimated to grow by 6.4 per cent in FY25. Growth in the first half of FY25 was supported by agriculture and services, with rural demand improving on the back of record Kharif production and favorable agricultural conditions. The manufacturing sector faced pressures due to weak global demand and domestic seasonal conditions. Private consumption remained stable, reflecting steady domestic demand. Fiscal discipline and strong external balance supported by a services trade surplus and healthy remittance growth contributed to macroeconomic stability. Together, these factors provided a solid foundation for sustained growth amid external uncertainties. Looking ahead, Indias economic prospects for FY26 are balanced. Headwinds to growth include elevated geopolitical and trade uncertainties and possible commodity price shocks. Domestically, the translation of order books of private capital goods sector into sustained investment pick-up, improvements in consumer confidence, and corporate wage pick-up will be key to promoting growth. Rural demand, backed by a rebound in agricultural production, an anticipated easing of food inflation and a stable macro-economic environment provide an upside to near-term growth. Overall, India will need to improve its global competitiveness through grassroots-level structural reforms and deregulation to reinforce its medium-term growth potential
Source: Economic Survey 2024-25 (
https://www.indiabudget.gov.in/economicsurvey/doc/eschapter/echap01.pdf)
Indian Economic Outlook
The global economy exhibited steady yet uneven growth across regions in 2024. A notable trend was the slowdown in global manufacturing, especially in Europe and parts of Asia, due to supply chain disruptions and weak external demand. In contrast, the services sector performed better, supporting growth in many economies. Inflationary pressures eased in most economies. However, services inflation has remained persistent. Although commodity prices have stabilized, the risk of synchronized price increases persists. With growth varying across economies and last-mile disinflation proving sticky, central banks may chart varying paths of monetary easing. This will lead to uncertainty over future policy rates and inflation trajectories. This apart, geopolitical tensions, ongoing conflicts, and trade policy risks continue to pose significant challenges to global economic stability. In this global context, India displayed steady economic growth. As per the first advance estimates of national accounts, Indias real GDP is estimated to grow by 6.4 per cent in FY25. Growth in the first half of FY25 was supported by agriculture and services, with rural demand improving on the back of record Kharif production and favorable agricultural conditions. The manufacturing sector faced pressures due to weak global demand and domestic seasonal conditions. Private consumption remained stable, reflecting steady domestic demand. Fiscal discipline and strong external balance supported by a services trade surplus and healthy remittance growth contributed to macroeconomic stability. Together, these factors provided a solid foundation for sustained growth amid external uncertainties. Looking ahead, Indias economic prospects for FY26 are balanced. Headwinds to growth include elevated geopolitical and trade uncertainties and possible commodity price shocks. Domestically, the translation of order books of private capital goods sector into sustained investment pick-up, improvements in consumer confidence, and corporate wage pick-up will be key to promoting growth. Rural demand, backed by a rebound in agricultural production, an anticipated easing of food inflation and a stable macro-economic environment provide an upside to near-term growth. Overall, India will need to improve its global competitiveness through grassroots-level structural reforms and deregulation to reinforce its medium-term growth potential
Economic Survey 2024-25 (Source -
https://www.indiabudget.gov.in/economicsurvey/doc/eschapter/echap01.pdf)
IT & BPM Industry in India Introduction
The IT & BPM sector has become one of the most significant growth catalysts for the Indian economy, contributing significantly to the countrys GDP and public welfare. Indias IT sector witnessed a 16% YoY growth in hiring in April, driven by factors such as artificial intelligence (AI) adoption, cloud modernization, and the expansion of Global Capability Centers (GCCs).
Indias first made-in-India graphics processing units (GPUs) are expected to be ready for technology demonstrations by the end of 2025. Production readiness is projected for 2029 under the Rs. 10,372 crore (US$ 1.21 billion) IndiaAI Mission. As innovative digital applications permeate sector after sector, India is now prepared for the next phase of growth in its IT revolution. India is viewed by the rest of the world as having one of the largest Internet user bases and the cheapest Internet rates, with 76 crore citizens now having access to the Internet.
The current emphasis is on the production of significant economic value and citizen empowerment, thanks to a solid foundation of digital infrastructure and enhanced digital access provided by the Digital India Program. India is one of the countries with the quickest pace of digital adoption. This was accomplished through a mix of government action, commercial innovation and investment, and new digital applications that are already improving and permeating a variety of activities and different forms of work, thus having a positive impact on the daily lives of citizens. Indias rankings improved six places to the 39th position in the 2024 edition of the Global Innovation Index (GII).
Market Size
According to the National Association of Software and Service Companies (NASSCOM), the Indian IT industrys revenue touched US$ 227 billion in FY22, a 15.5% YoY growth and was estimated to have touched US$ 245 billion in FY23. Mid-tier Information Technology (IT) companies have reported stronger growth than their larger counterparts in FY25, demonstrating their ability to effectively navigate an uncertain macroeconomic environment. The challenge, however, remains whether they can sustain this momentum in FY26.
Indias IT exports are projected to reach Rs. 17,95,920 crore (US$ 210 billion) in FY25, with the US market recovering, European demand weakening, and a 5-6% growth anticipated in FY26, alongside the opportunities and challenges posed by generative AI. The government has inked an agreement with Paytm (One97 Communications Ltd) under which the company would provide mentorship, infrastructure support, market access, and funding opportunities to start-ups.
The system infrastructure software market in India is expected to reach a projected revenue of Rs. 178 million (US$ 20,823.6 million) by 2030. A compound annual growth rate of 9.2% is expected of India system infrastructure software market from 2023 to 2030.The IT spending in India is estimated to record a double-digit growth of 11.1% in 2024, totalling US$ 138.6 billion up from US$ 124.7 billion last year. By 2025, the Indian software product industry is projected to hit Rs. 8,68,700 crore (US$ 100 billion) as companies seek to expand globally.
The Indian software product industry is expected to reach US$ 100 billion by 2025. Indian companies are focusing on investing internationally to expand their global footprint and enhance their global delivery centres. The data annotation market in India stood at US$ 250 million in FY20, of which the US market contributed 60% to the overall value. The market is expected to reach US$ 7 billion by 2030 due to accelerated domestic demand for AI.
Indias IT industry is likely to hit the US$ 350 billion mark by 2026 and contribute 10% towards the countrys gross domestic product (GDP), Infomerics Ratings said in a report. The export of IT services has been the major contributor, accounting for more than 53% of total IT exports (including hardware).
BPM and engineering and R&D (ER&D) and software products exports accounted for 22% and 25%, respectively of total IT exports during FY23. Exports from the Indian IT industry stood at US$ 194 billion in FY23. The export of IT services was the major contributor, accounting for more than 51% of total IT exports (including hardware). BPM, and Software products and engineering services accounted for 19.3% and 22.1% each of total IT exports during FY23.
By 2026, the increased use of cloud technology could create 14 million jobs and contribute Rs. 33,01,060 crore (US$ 380 billion) to Indias GDP.
SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST AUDITED FINANCIALS
In the opinion of the Board of Directors of our Company, since the date of the last Financial Statement disclosed in this Draft Red Herring Prospectus, except those mentioned below, there have not arisen any circumstance that materially affect or is likely to affect the business activities or profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months except as mentioned below:
1. The Offer has been approved and authorised by the Board of Directors vide a resolution passed in their meeting held on July 16, 2025, and the Offer has been approved and authorised by the Shareholders of our Company vide a special resolution passed pursuant to the Companies Act, 2013 at the Annual General Meeting held on August 18, 2025.
2. Allotment dated July 8, 2025 of bonus shares of 5,071,423 Equity Shares having a face value of Rs 10 each in the ratio of 3:4 i.e. three equity shares issued for every four equity shares held by the shareholder on June 27, 2025, being the record date.
3. Issue of 3,96,494 equity shares having a face value of Rs 10/- each at Rs 122 each aggregating to Rs 48.37 Million vide Rights Issue on August 21, 2025.
4. Allotment dated August 22, 2025 of 21,13,384 equity shares having a face value of Rs 10 each at Rs 97 each aggregating to Rs205.0 million upon conversion of 205,000 CCPS on August 22, 2025
PRESENTATION OF FINANCIAL INFORMATION
The statement of restated assets and liabilities of the Company as at 31st March 2025, 31st March 2024, 31st March 2023 and the related statement of restated profit and loss and cash flows for the year ended 31st March 2025, 31st March 2024, 31st March 2023 have been prepared specifically for the purpose of inclusion in the offer document to be filed by the Company in connection with the proposed Initial Public Offering (hereinafter referred to as ‘IPO).
The Restated Financial Statements have been prepared and presented under the historical cost convention on accrual basis of accounting and in accordance with Generally Accepted Accounting Principles (GAAP) in India. The Company has prepared these financial statements to comply with all material respects with the accounting standards notified under section 133 of the Companies Act, 2013. The financial statements have been prepared on an accrual basis and under the historical cost convention. The accounting policies adopted in the preparation of financial statements are consistent with those of adopted in previous years.
Reconciliation of EBITDA and EBITDA Margin to Profit for the Year
| Particulars | As of / for the year ended March 31, 2025 | As of / for the year ended March 31, 2024 | As of / for the year ended March 31, 2023 |
| (Consolidated) | (Consolidated) | (Standalone) | |
| Profit before Tax and exceptional Item | 133.75 | 61.19 | 16.81 |
| Add : Finance Cost | 45.54 | 35.11 | 43.46 |
| Add : Depreciation & Amortisation Expenses | 2.29 | 1.94 | 1.44 |
| Less : Other Income | 11.56 | 7.87 | 4.27 |
| EBITDA | 170.02 | 90.37 | 57.44 |
| Revenue from Operations | 1,348.58 | 568.02 | 354.90 |
| EBITDA Margin(%) | 12.61% | 15.91% | 16.18% |
Significant Accounting Policies
The Restated Financial Statements have been prepared and presented under the historical cost convention on accrual basis of accounting and in accordance with Generally Accepted Accounting Principles (GAAP) in India. The Company has prepared these financial statements to comply with all material respects with the accounting standards notified under section 133 of the Companies Act, 2013. The financial statements have been prepared on an accrual basis and under the historical cost convention. The accounting policies adopted in the preparation of Consolidated financial statements are consistent with those of adopted in previous years.
Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company, subsidiaries and its associates (referred to as "Group" as of March 31, 2025 and 31st March 2024). Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and can affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:
i. Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the investee).
ii. Exposure, or rights, to variable returns from its involvement with the investee; and
iii. The ability to use its power over the investee to affect its returns
Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee.
The financial statements of the entity used for the purpose of consolidation are drawn up to same reporting date as that of the parent Company, i.e., year ended on March 31, 2025 and 31st March 2024.
The Group re-assesses whether it controls an investee, if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary and associates begins when the group obtains control over the subsidiary and associates, and ceases when the Group loses control of the subsidiary and associates. Assets, liabilities, income and expenses of a subsidiary and associates acquired or disposed of during the year are included in the consolidated financial statements from the date the group gains control until the date the group ceases to control the subsidiary and associates.
Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the group uses accounting policies other than those adopted in the consolidated financial statements for like transactions and events in similar circumstances, appropriate adjustments are made to that group members financial statements in preparing the consolidated financial statements to ensure conformity with the groups accounting policies.
Consolidation procedure:
• Combine like items of assets, liabilities, equity, income, expenses, and cash flows of the parent with those of its subsidiaries and associates.
• Offset (eliminate) the carrying amount of the parents investment in each subsidiary and the parents portion of equity of each subsidiary and associates.
• Eliminate in full intragroup assets and liabilities, equity, income, expenses, and cash flows relating to transactions between entities of the group (profits or losses resulting from intragroup transactions that are recognised are eliminated in full)
The difference between the cost of investment in the subsidiary and associate and the Companys share of net assets at the time of acquisition of share/ownership in the subsidiaries and associates is recognised in the financial statement as Goodwill or Capital Reserve as the case may be.
Minority Interest in the net assets of consolidated subsidiaries and associates is identified and presented in the consolidated Balance Sheet separately from liabilities and equity of the Companys shareholders.
Minority Interest in the net assets of consolidated subsidiary and associate consists of the amount of equity attributable to Non-Controlling Interest (NCI) at the date on which investment in a subsidiary and associate is made and the share of movements in equity since the date parent subsidiary and associate relationship came into existence.
Group information
(a) Entity in which the Company Exercises Significant Influence as of March 31, 2025, March 31, 2024, and March 31, 2023
The Company acquired 99% of the share of ownership in BrainCapitol Technologies, a partnership entity effective April 1, 2023, and consolidated as Subsidiary during the years ended 31st March 2025 and 31st March 2024. Also, the company acquired 100% stock in MethodHub Consulting Inc and 51% stake in ZORTech Solutions Inc. (Canada). Details of the subsidiaries are as mentioned below: -
| Name of the Entity | Country of Incorporation | % of Partnership Interest/Share Holding | ||
| As of March 31, 2025 | As of March 31, 2024 | As of March 31, 2023 | ||
| BrainCapitol Technologies | India | 99.00% | 99.00% | 40.00% |
| MethodHub Consulting Inc | USA | 100% | - | - |
| ZORTech Solutions Inc. (Canada) | Canada | 51% | - | - |
| Zortech Solutions Inc. (USA) | USA | 100%* | - | - |
* Zortech Solutions Inc. (USA) is 100% subsidiary of ZORTech Solutions Inc. (Canada)
Investment in Associates
Section 129 (3) of the Companies Act, 2013, requires preparation of consolidated financial statement of the company and of all the subsidiaries including associate company and joint venture businesses in the same form and manner as that of its own. Accounting Standard (AS) 23 on Accounting for Investments in associates in consolidated financial Statements defines Associate Company as an enterprise in which an entity has significant influence and which is neither a subsidiary nor a joint venture of that party. It mentions that if an investing party holds, directly or indirectly through intermediaries, 20 per cent or more of the voting power of the enterprise, it is presumed that the investing party does have significant influence, unless it can be clearly demonstrated that this is not the case.
An investment in associate is initially recognised at cost and adjusted thereafter to recognise the Companys share of profit or loss of the associate. On acquisition of investment in an associate, any excess of cost of investment over the value of the assets and liabilities of the associate, is recognised as goodwill and is included in the carrying value of the investment in the associate. The carrying amount of investment in joint ventures and associates is reduced to recognise impairment, if any, when there is evidence of impairment.
Use of Estimates
The preparation of Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to contingent liabilities as at the date of the financial statements and reported amounts of income and expenses during the period. Examples for such estimates include provision against litigation and regulatory actions, provision of future obligation under employee benefit plans, useful lives of Property, Plant and Equipment, provision in respect of non-current investments, and provision for customer claims and recoverability of taxes.
Although these estimates are based upon the managements best knowledge of current events and actions, actual results could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Appropriate changes in estimates are made as the Management becomes aware of changes in circumstances surrounding the estimates. Any revision to accounting estimates is recognized prospectively in the current and future periods.
Inventories
Work in Progress
Work in Progress is valued at lower of Cost or Net Realisable Value for the year ended 31st March 2025. Cost includes cost of purchase, freight and other charges incurred in this connection and is net of GST. The valuation of Work in Progress includes cost of material and labour.
Current/Non-Current Classification
All assets and liabilities are classified as current or non-current as per the Companys normal operating cycle and other criteria set out in Schedule III to the Companies Act, 2013. Considering the nature of business activities of the Company, the time between deploying of resources for projects/ contracts and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as twelve months for the purpose of current or non-current classification of assets and liabilities
Revenue Recognition
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.
a) Revenue from Information Technologies Services is recognised in the period in which services are rendered and is recognised net of GST. Revenue is recognized upon transfer of control of contracted services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. Arrangements with customers for information technology services and Telecom and Tech Infra Services are either on a fixed price, fixed-time frame contracts or on a time and material basis. Revenue from fixed price, fixed-time frame contracts where performance obligations are satisfied over a period of time and where there is no uncertainty as to the measurement or collectability of consideration, is recognized as per the percentage of completion method. When there is uncertainty as to the measurement or ultimate collectability, revenue recognition is postponed until such uncertainty is resolved. Efforts have been used to measure progress towards completion as there is a direct relationship between input and productivity. In arrangements for Information Technology Services, Telecom and Tech Infra Services, the Company has applied the guidance in AS 9. Revenue from Contracts with customers are recognized by applying criteria for each distinct performance obligation. The arrangements with customers generally meet the criteria for considering Information Technology and related services as distinct performance obligations. For allocating the transaction price, the Company has measured the revenue in respect of each performance obligation of a contract at its relative Consolidated selling price. Revenues in excess of invoicing are classified as unbilled revenue while invoicing in excess of revenues are classified as unearned revenues.
b) For Tech infra contracts where the aggregate of contract cost incurred to date plus recognised profits (or minus recognised losses as the case may be) exceeds the progress billing, the surplus is shown as contract asset and termed as "Unbilled Revenue." For contracts where progress billing exceeds the aggregate of contract costs incurred to date plus recognised profits (or minus recognised losses, as the case may be), the surplus is shown as contract liability and termed as "Unearned Revenue." Amounts received before the related work is performed are disclosed in the Balance Sheet as contract liability and termed as "Advances from customer." The amounts billed on customer for work performed and are unconditionally due for payment i.e., only passage of time is required before payment falls due, are disclosed in the Balance Sheet as trade receivables. The amount of retention money held by the customers pending completion of performance milestone is disclosed as part of trade receivables. Contract revenues are net of GST.
c) Interest income on Fixed Deposits is recognised on accrual basis.
Property, Plant and Equipment ("PPE")
Property, Plant and Equipment are stated at cost less accumulated depreciation / amortisation and impairment losses, if any. The cost of Property Plant and Equipment comprises its cost of acquisition net of any trade discounts and rebates, any import duties and other taxes (other than those subsequently recoverable from the tax authorities), any directly attributable expenditure on making the asset ready for its intended use and other incidental expenses up to the date the asset is ready for its intended use, Subsequent expenditure on fixed assets after its purchase / completion is capitalised only if such expenditure results in an increase in the future benefits from such asset beyond its previously assessed standard of performance.
Advances paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date are disclosed as "Capital Advances" under Other Non-Current Assets and cost of property, plant, and equipment not ready to use before such date are disclosed under "Capital Work- in- Progress."
Depreciation and Amortisation
Depreciation on Property, Plant and Equipment has been provided on the straight- line method as per the useful life prescribed in Schedule II to the Companies Act, 2013 except in respect of the following categories of assets, in whose case the life of the assets has been assessed as under based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers warranties and maintenance support etc.
Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual value.
Intangible Assets
Intangible Assets comprises of Property Time Share which is carried at cost less accumulated amortisation/depletion and impairment losses, if any. The Cost includes purchase price, borrowing costs, and any cost directly attributable to bringing the asset to its working condition for the intended use. Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the entity and the cost can be measured reliably.
Intangible assets are amortized over a period share rights (25 years) for the year ended 31st March 2025.
Cash and Cash Equivalents (for the purposes of Cash Flow Statement)
Cash and Cash Equivalents comprises of cash on hand, demand and fixed deposits with banks, short -term balances (with an original maturity of twelve months or less from the date of acquisition), highly liquid investments that are really convertible into known amounts of cash and which are subject to insignificant risk of change in value.
Cash Flow Statement
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.
Exceptional and Extraordinary items
Exceptional Items:
Exceptional items are transactions which due to their size or incidence are separately disclosed to enable a full understanding of the Companys financial performance. Items which may be considered exceptional are significant restructuring charges, gains, or losses on disposal of investments of subsidiaries, write down of inventories and significant disposal of fixed assets.
Extraordinary items:
Extraordinary items are income or expenses that arise from events or transactions that are clearly distinct from the ordinary activities of the enterprise and, therefore, are not expected to recur frequently or regularly.
Foreign currency transactions
Initial recognition
Transactions in foreign currencies entered into by the Company are accounted at the exchange rates prevailing on the date of the transaction or at rates that closely approximate the rate at the date of the transaction.
Measurement at the balance sheet date
Foreign currency monetary items (other than derivative contracts) of the Company, outstanding at the balance sheet date are restated at the year-end rates. Non-monetary items of the Company are carried at historical cost.
Treatment of exchange differences
Exchange differences arising on settlement / restatement of foreign currency monetary assets and liabilities of the Company are recognised as income or expense in the Statement of Profit and Loss.
Investments
Long-term investments are carried individually at cost less provision for diminution, other than temporary, in the value of such investments. Current investments are carried individually, at the lower of cost and fair value. Cost of investments include acquisition charges such as brokerage, fees, and duties.
Employee Benefits
Employee benefits include provident fund, employee state insurance scheme, gratuity fund and compensated absences.
Defined contribution plan
The Company makes contributions to Provident Fund, Employee State Insurance, etc., for eligible employees, which is a defined contribution plan, and contribution paid or payable is recognized as an expense in the period in which it falls due.
The Company has no further obligations beyond its contributions. Employer Contributions made to a postretirement benefits plan, e.g., Provident Fund, Employee State Insurance, etc, which is a defined contribution scheme, are charged to the statement of profit and loss in the year in which the services are rendered by the employees.
Defined benefits
The Company provides for gratuity, a defined benefit retirement plan (‘the Gratuity Plan) covering eligible employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation, or termination of employment, of an amount based on the respective employees salary and the tenure of employment with the Company. Liability for the Gratuity Plan is determined by actuarial valuation, performed by an independent actuary, at each Balance Sheet date using the projected unit credit method. As these liabilities are relatively long term in nature, the actuarial assumptions take in account the requirements of the relevant GAAP coupled with a long-term view of the underlying variables/trends, wherever required.
Short Term Employee benefits
Short term employee benefits are recognised as an expense as per the Companys scheme based on expected obligations on an undiscounted basis.
Leases
Lease arrangements where the risks and rewards incidental to ownership of an asset substantially vest with the lessor are recognised as operating leases. Lease rentals under operating leases are recognised in the Statement of Profit and Loss on a straight-line basis over the lease term.
Earnings per Share
There are no potential equity shares and hence the basic and diluted earnings per share are same. Basic earnings per share is computed by dividing the net profit or loss after tax for the year attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year.
Taxation
Current Tax
Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the applicable tax rates and the provisions of the Income Tax Act, 1961.
Deferred Tax
Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted as at the reporting date. Deferred tax liabilities are recognised for all timing differences. Deferred tax assets are recognised for timing differences of items other than unabsorbed depreciation and carry forward losses only to the extent that reasonable certainty exists that sufficient future taxable income will be available against which these can be realised. Deferred tax assets and liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax assets are reviewed at each balance sheet date for their realisability.
Impairment of Assets
The carrying values of assets / cash generating units at each balance sheet date are reviewed for impairment if any indication of impairment exists. The following intangible assets are tested for impairment each financial year even if there is no indication that the asset is impaired:
a) an intangible asset that is not yet available for use; and (b) an intangible asset that is amortised over a period exceeding ten years from the date when the asset is available for use.
b) If the carrying amount of the assets exceed the estimated recoverable amount, an impairment is recognised for such excess amount. The impairment loss is recognised as an expense in the Statement of Profit and Loss, unless the asset is carried at revalued amount, in which case any impairment loss of the revalued asset is treated as a revaluation decrease to the extent a revaluation reserve is available for that asset.
c) The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount factor.
d) When there is indication that an impairment loss recognised for an asset (other than a revalued asset) in earlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognised in the Statement of Profit and Loss, to the extent the amount was previously charged to the Statement of Profit and Loss.
Provisions and Contingencies
A provision is recognised when the Company has a present obligation as a result of past events, and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes. Contingent assets are not recognised in the financial statements.
RESULTS OF OPERATIONS
The following table sets forth certain information with respect to our results of operations for the Fiscal 2025, Fiscal 2024 (on a consolidated basis) and Fiscal 2023 (on a standalone basis):
Discussion on Result of Operations - with respect to Revenue from Operations
| Fiscal | ||||||
| 2025 (Consolidated) | 2024 (Consolidated) | 2023 (Standalone) | ||||
| Particulars | Amount | % to Total Revenue from Operations | Amount | % to Total Revenue from Operations | Amount | % to Total Revenue from Operations |
| Income | ||||||
| 1,348.5 | 100.00 | 100.00 | 100.00 | |||
| Revenue From Operations | 8 | % | 568.02 | % | 354.90 | % |
| Other Income | 11.56 | 0.86% | 7.87 | 1.39% | 4.27 | 1.20% |
| 1,360.1 | 100.86 | 101.39 | 101.20 | |||
| Total Revenue | 3 | % | 575.89 | % | 359.17 | % |
| Expenses | ||||||
| Direct Expenses | 1,066.0 4 | 79.05% | 391.05 | 68.84% | 211.98 | 59.73% |
| Changes in Inventory - Work in Progress | (9.03) | (0.67)% | 0.00% | 0.00% | ||
| Employee Benefits Expenses | 69.98 | 5.19% | 53.53 | 9.42% | 51.22 | 14.43% |
| Finance Costs | 45.54 | 3.38% | 35.11 | 6.18% | 43.46 | 12.25% |
| Depreciation & Amortization Expenses | 2.29 | 0.17% | 1.94 | 0.34% | 1.44 | 0.41% |
| Other Expenses | 51.57 | 3.82% | 33.07 | 5.82% | 34.26 | 9.65% |
| Total Expenses | 1,226.3 9 | 90.94% | 514.70 | 90.61% | 342.36 | 96.47% |
| Profit Before Exceptional and Extraordinary Items and Tax | 133.75 | 9.92% | 61.19 | 10.77% | 16.81 | 4.74% |
| Exceptional and Extraordinary Items | - |
- |
- |
|||
| Profit Before Tax | 133.75 | 9.92% | 61.19 | 10.77% | 16.81 | 4.74% |
| Tax Expense: | ||||||
| Current Tax | 13.76 | 1.02% | 7.18 | 1.26% | 0.00% | |
| Prior period tax | - |
0.00% | - |
0.00% | - |
0.00% |
| Deferred Tax | 7.03 | 0.52% | 0.07 | -0.01% | 3.37 | 0.95% |
| Profit after tax but before share of profit of minority interest | 112.96 | 8.38% | 54.08 | 9.52% | 13.44 | 3.79% |
| Less: Share of profit attributable to minority interest | (2.05) | (0.15%) | 0.00% | 0.00% | ||
| Profit for the year after tax carried to balance sheet | 115.01 | 8.53% | 54.08 | 9.52% | 13.44 | 3.79% |
FISCAL 2025 COMPARED TO FISCAL 2024
Set forth below is a discussion of our results of operations, on the basis of amounts derived from our Restated Financial Information for the Fiscals ended 2025 and 2024 on a consolidated basis:
Revenue
Our Total Revenue increased by 136.18% from Rs 575.89 million in fiscal 2024 to Rs 1360.14 million in fiscal 2025, Our Total Revenue comprised
(i) Revenue from Operations and
(ii) Other Income
Revenue from Operations
Our Revenue from information technology services increased by 173.99% from Rs 390.95 million in fiscal 2024 to Rs 1071.18 million in fiscal 2025, primarily due to increase in the increase of Revenue from Information Technology Services and Revenue from Tech Infra Services increased by 56.66% from Rs 177.07 million in fiscal 2024 to Rs 277.40 million in fiscal 2025.
Other Income
Other Income increased by 46.89% from Rs 7.87 million in fiscal 2024 to Rs 11.56 million in fiscal 2025.This was primarily due to increase in Interest Income by 1.27% from Rs 7.86 million in fiscal 2024 to Rs 7.96 million in fiscal 2025, write back of Rs 3.60 million in fiscal 2025 and whereas there is no such write back in fiscal 2024 and there was no Miscellaneous Income in the fiscal 2025 whereas it was Rs 0.01 million in the fiscal 2024.
Expenses
Our Total Expenses increased by 138.27% from Rs 514.70 million in fiscal 2024 to Rs 1226.39 million in fiscal 2025This is primarily due to increase Cost of Services / Goods Sold, Employee Cost, Finance charges, Depreciation & Amortization and Other Expenses.
Cost of Services / Goods Sold
Our Total Cost of Services / Goods Sold increased by 170.30% from Rs 391.05 million in fiscal 2024 to Rs 1057.01 million in fiscal 2025. This was primarily due to increase in the Purchases and Other Direct Expenses. Purchases increased by 8.94% from Rs 218.41 million in fiscal 2024 to Rs 237.93 million in fiscal 2025 and Other direct expenses increased by 379.67% from Rs 172.64 million in fiscal 2024 to Rs 828.11 million in fiscal 2025. Change in Inventory of materials was Rs (9.03) million in fiscal 2025 whereas it was zero in fiscal 2024.
Employee Cost
Our Total Employee Cost increased by 30.73% from Rs 53.53 million in fiscal 2024 to Rs 69.98 million in fiscal 2025 primarily due to
(i) Salaries and Allowances increased by 25.43% from Rs 49.47 million in fiscal 2024 to Rs 62.05 million in fiscal 2025
(ii) Employers Contribution to Provident and Other Funds increased by 46.15% from Rs 1.43 million in fiscal 2024 to Rs 2.09 million in fiscal 2025 (iii) Employee Group Medical Insurance decreased by 28.99% from Rs 1.38 million in fiscal 2024 to Rs 0.98 million in fiscal 2025
(iv) Directors Remuneration increased by Rs 0.30 million in fiscal 2025 whereas there is no such cost in the fiscal 2024
(v) Gratuity increased by 5050.00% from Rs 0.02 million in fiscal 2024 to Rs 1.03 million in fiscal 2025
(vi) Staff Welfare Expe nses increased by 186.99% from Rs 1.23 million in fiscal 2024 to Rs 3.53 million in fiscal 2025
Finance Charges
Our Finance Costs increased by 29.71% from Rs 35.11 million in fiscal 2024 to Rs 45.54 million in fiscal 2025, primarily due to
(i) Interest Costs increased by 11.51% from Rs 30.59 million in fiscal 2024 to Rs 34.11 million in fiscal 2025,
(ii) Other Borrowing Costs increased by 859.57% from Rs 1.41 million in fiscal 2024 to Rs 13.53 million in fiscal 2025 and (iii) Forex Loss / (Gain) decreased by 167.52% from Rs 3.11 million in fiscal 2024 to Rs -2.10 million in fiscal 2025
Depreciation & Amortization
Our Depreciation & Amortization Expenses increased by 18.04% from Rs 1.94 million in fiscal 2024 to Rs 2.29 million in fiscal 2025, primarily due to an increase in depreciation of
(i) Computer equipment by 7% from Rs 1.92 million in fiscal 2024 to Rs 2.06 million in fiscal 2025,
(ii) Office Equipment by 450% from Rs 0.02 million in fiscal
2024 to Rs 0.11 in fiscal 2025,
(iii) Furniture & Fittings is Rs 0.01 million in fiscal 2025, whereas there was no related cost in the fiscal 2024,
(iv) Refrigerator Rs 0.01 million in fiscal 2025, whereas there was no related cost in the fiscal 2024,
(v) Vehicles Rs 0.09 million in fiscal 2025, whereas there was no related cost in the fiscal 2024 and our amortization on intangible assets increased to Rs 0.01 million in fiscal 2025 whereas there was no related cost in the fiscal 2024.
Other Expenses
Our Total other expenses increased by 55.94% from Rs 33.07 million in fiscal 2024 to Rs 51.57 million in fiscal
2025 primarily due to
(i) Rent, Rates and Taxes increased by 38.12% from Rs 9.26 million in fiscal 2024 to Rs 12.79 million in fiscal 2025
(ii) Bank charges increased by 22.48% from Rs 1.29 million in fiscal 2024 to Rs 1.58 million in fiscal 2025
(iii) Travelling Expenses increased by 528.91% from Rs 1.28 million in fiscal 2024 to Rs 8.05 million in fiscal 2025
(iv) Communication Expenses increased by 570.00% from Rs 0.20 million in fiscal 2024 to Rs 1.34 million in fiscal 2025
(v) Repair & Maintenance - Building increased by 308.11% from Rs 0.37 million in fiscal 2024 to Rs 1.51 million in fiscal 2025
(vi) Repair & Maintenance - Computers decreased by 80.08% from Rs 2.41 million in fiscal 2024 to Rs 0.48 million in fiscal 2025 (vii) Subscription Charges decreased by 11.20% from Rs 6.43 million in fiscal 2024 to Rs 5.71 million in fiscal 2025
(viii) Payment to Auditors As Audit Fee 0.00% from Rs 0.57 million in fiscal 2024 to Rs 0.57 million in fiscal 2025 and as Other Services increased by 396.15% from Rs 0.26 million in fiscal 2024 to Rs 1.29 million in fiscal 2025
(ix) Business Promotion Expenses increased by 691.43% from Rs 0.35 million in fiscal 2024 to Rs 2.77 million in fiscal 2025
(x) Electricity Charges increased by 59.09% from Rs 0.44 million in fiscal 2024 to Rs 0.70 million in fiscal 2025
(xi) Legal & Professional Charges increased by
38.83% from Rs 8.24 million in fiscal 2024 to Rs 11.44 million in fiscal 2025
(xii) Office Expenses decreased by 30.30% from Rs 1.65 million in fiscal 2024 to Rs 1.15 million in fiscal 2025 (xiii) Printing and Stationery decreased by 37.50% from Rs 0.32 million in fiscal 2024 to Rs 0.20 million in fiscal 2025
(xiv) Insurance Expenses was Rs 0.32 million in fiscal 2025 as compared to Nil in fiscal 2024
(xv) Donation is Rs 0.50 million, Bad debts is Rs 0.51 million , CSR Expenses is Rs 0.58 million and Miscellaneous Expenses Rs 0.08 million in fiscal 2025 whereas there were no expenses in the fiscal 2024
Tax Expense
Total Tax Expenses increased by 192.41% from Rs 7.11 million in fiscal 2024 to Rs 20.79 million in fiscal 2025. This was primarily due to Current Income Tax increased by 91.64% from Rs 7.18 million in fiscal 2024 to Rs 13.76 million in fiscal 2025 and Deferred Tax increased by 10142.86% from Rs (0.07) million in fiscal 2024 to Rs 7.03 million in fiscal 2025
FISCAL 2024 COMPARED TO FISCAL 2023
Set forth below is a discussion of our results of operations, on the basis of amounts derived from our Restated Financial Information for the Fiscals ended 2024 on a consolidated basis and 2023 on a standalone basis:
Revenue
Total Revenue increased by 60.34% from Rs 359.17 million in fiscal 2023 to Rs 575.89 million in fiscal 2024, and the Our Total Revenue comprised (i) Revenue from Operations and (ii) Other Income.
Revenue from Operations
Revenue From Operations increased by 60.05% from Rs 354.90 million in fiscal 2023 to Rs 568.02 million in fiscal 2024 primarily due to increase in the increase of Revenue from information technology services increased by 84.25% from Rs 212.18 million in fiscal 2023 to Rs 390.95 million in fiscal 2024 and Revenue from Tech Infra Projects increased by 24.07% from Rs 142.72 million in fiscal 2023 to Rs 177.07 million in fiscal 2024.
Other Income
Our Other Income increased by 84.31% from Rs 4.27 million in fiscal 2023 to Rs 7.87 million in fiscal 2024. This was primarily due to (i) Interest Income increased by 105.22% from Rs 3.83 million in fiscal 2023 to Rs 7.86 million in fiscal 2024, (ii) Share of Profit from Partnership Firm decreased by 100.00% from Rs 0.44 million in fiscal 2023 to Rs 0.00 million in fiscal 2024 and Misc Income is Rs 0.01 million in fiscal 2024 and there was no corresponding income in the fiscal 2023.
Expenses
Cost of Services / Goods Sold
Total Cost of Services / Goods Sold increased by 84.47% from Rs 211.98 million in fiscal 2023 to Rs 391.05 million in fiscal 2024. This was primarily due to (i) Purchases increased by 97.69% from Rs 110.48 million in fiscal 2023 to Rs 218.41 million in fiscal 2024 and (ii) Other direct expenses increased by 70.09% from Rs 101.50 million in fiscal 2023 to Rs 172.64 million in fiscal 2024
Employee Cost
Total Employee Cost increased by 4.51% from Rs 51.22 million in fiscal 2023 to Rs 53.53 million in fiscal 2024. This was primarily due to (i) Salaries and Allowances increased by 10.20% from Rs 44.89 million in fiscal 2023 to Rs 49.47 million in fiscal 2024 (ii) Employers Contribution to Provident and Other Funds decreased by 47.04% from Rs 2.70 million in fiscal 2023 to Rs 1.43 million in fiscal 2024, (iii) Employee Group Medical Insurance was Rs 1.38 million in fiscal 2024 and no corresponding cost in the fiscal 2023, (iv) Gratuity decreased by 99.40% from Rs 3.34 million in fiscal 2023 to Rs 0.02 million in fiscal 2024 (v) Staff Welfare Expenses increased by 324.14% from Rs 0.29 million in fiscal 2023 to Rs 1.23 million in fiscal 2024
Finance Cost
Our Finance Costs decreased by 19.21% from Rs 43.46 million in fiscal 2023 to Rs 35.11 million in fiscal 2024. This was primarily due to (i) Interest Costs decreased by 37.08% from Rs 48.62 million in fiscal 2023 to Rs 30.59 million in fiscal 2024 (ii) Forex Loss / (Gain) increased by 160.27% from Rs (5.16) million in fiscal 2023 to Rs 3.11 million in fiscal 2024 and (iii) Other Borrowing Costs was Rs 1.41 million in fiscal 2024 and there was no corresponding cost in the fiscal 2023.
Depreciation & Amortization
Our Depreciation & Amortization Expenses increased by 34.72% from Rs 1.44 million in Fiscal 2023 to Rs 1.94 million in Fiscal 2024, primarily due to an increase in depreciation of (i) Computer equipment by 33.33% from Rs 1.44 million in fiscal 2023 to Rs 1.92 million in Fiscal 2024, (ii) Office Equipment to Rs 0.02 million in Fiscal 2024 and there was no related cost in the fiscal 2023"
Other Expenses
Total Other Expenses decreased by 3.47% from Rs 34.26 million in fiscal 2023 to Rs 33.07 million in fiscal 2024. This was primarily due to (i) Rent, Rates and Taxes increased by 143.68% from Rs 3.80 million in fiscal 2023 to Rs 9.26 million in fiscal 2024 (ii) Bank charges decreased by 80.57% from Rs 6.64 million in fiscal 2023 to Rs 1.29 million in fiscal 2024 (iii) Travelling Expenses decreased by 66.75% from Rs 3.85 million in fiscal 2023 to Rs 1.28 million in fiscal 2024 (iv) Communication Expenses increased by 11.11% from Rs 0.18 million in fiscal 2023 to Rs
0.20 million in fiscal 2024 (v) Repair & Maintenance - Building increased by 236.36% from Rs 0.11 million in fiscal 2023 to Rs 0.37 million in fiscal 2024 (vi) Repair & Maintenance - Computers increased by 1908.33% from Rs 0.12 million in fiscal 2023 to Rs 2.41 million in fiscal 2024 (vii) Subscription Charges increased by 37.10% from Rs 4.69 million in fiscal 2023 to Rs 6.43 million in fiscal 2024 (viii) Payment to Auditors As Auditors increased by 147.83% from Rs 0.23 million in fiscal 2023 to Rs 0.57 million in fiscal 2024 and for other Services was Rs 0.26 million whereas there was no corresponding cost in the fiscal 2023, (ix) Business Promotion Expenses decreased by 30.00% from Rs 0.50 million in fiscal 2023 to Rs 0.35 million in fiscal 2024 (x) Electricity Charges increased by 131.58% from Rs 0.19 million in fiscal 2023 to Rs 0.44 million in fiscal 2024 (xi) Legal & Professional Charges decreased by 34.34% from Rs 12.55 million in fiscal 2023 to Rs 8.24 million in fiscal 2024 (xii) Office Expense s increased by 146.27% from Rs 0.67 million in fiscal 2023 to Rs 1.65 million in fiscal 2024 (xiii) Printing and Stationery increased by 166.67% from Rs 0.12 million in fiscal 2023 to Rs 0.32 million in fiscal 2024 (xiv) Insurance Expenses reduced to Nil in Fiscal 2024 from Rs 0.65 million in fiscal 2023 and (xv) Miscellaneous Expenses was Nil in fiscal 2024 as against Rs (0.04) million in fiscal 2023.
Tax Expense
Total Tax Expenses increased by 110.98% from Rs 3.37 million in fiscal 2023 to Rs 7.11 million in fiscal 2024. This was primarily due to Current Income Tax was Rs 7.18 million in fiscal 2024 whereas there was no corresponding cost in the fiscal 2023 and Deferred Tax decreased by 102.08% from Rs 3.37 million in fiscal 2023 to Rs -0.07 million in fiscal 2024.
CASH FLOWS
The following table sets forth certain information relating to our cash flows in the periods indicated:
| Particulars | As of / for the year ended March 31, 2025 | As of / for the year ended March 31, 2024 | As of / for the year ended March 31, 2023 |
| Cash flow from Operating Activities | 50.70 | 41.16 | 70.53 |
| Cash flow from Investing Activities | (54.21) | (9.93) | (23.36) |
| Cash Flow from Financing Activities | 77.90 | (20.17) | (51.41) |
| Net Flow during the Year | 74.39 | 11.06 | (4.24) |
| Cash & Cash Equivalent at the End of the Period | 168.09 | 93.70 | 82.64 |
Net Cash Generated from/used in Operating Activities Fiscal ended March 31, 2025
Net cash flow generated from operating activities was Rs 50.70 million in Fiscal ended March 31, 2025. Restated Profit before tax was Rs 133.75 million in Fiscal ended March 31, 2025. Adjustments to reconcile profit before tax to net cash flows primarily consisted of depreciation expense of Rs 2.29 million, Minority share of Profit / (loss) was Rs 2.05, Minority Interest of Rs 7.80 million, finance cost of Rs 34.11 million, This was partially offset by interest income of Rs 7.96 million and Write back of Rs 3.60 million.
Operating cash flow before working capital changes was Rs 168.44 million in Fiscal ended March 31, 2025. The main adjustments in Fiscal ended March 31, 2025, primarily consisted of increase in current inventories of Rs 9.03, increase in the Trade Receivables of Rs 242.83, increase in Short Term Loans and Advances of Rs 86.42. This was partially offset by Increase in Trade Payables of Rs 31.97 million, increase in Short Term Borrowings of Rs 113.71 million, increase in the Provisions of Rs 4.82 million and increase in the other current liabilities of Rs 83.80 million. Income taxes paid amounted to Rs 13.76 million in Fiscal ended March 31, 2025.
Fiscal ended March 31, 2024
Net cash flow generated from operating activities was Rs 41.16 million in Fiscal ended March 31, 2024. Restated Profit before tax was Rs 61.19 million in Fiscal ended March 31, 2024. Adjustments to reconcile profit before tax to net cash flows primarily consisted of depreciation expense of Rs 1.94 million, Minority Interest of Rs 2.52 million, finance cost of Rs 30.59 million, This was partially offset by interest income of Rs 7.86 million.
Operating cash flow before working capital changes was Rs 88.38 million in Fiscal ended March 31, 2024. The main adjustments in Fiscal ended March 31, 2024, primarily consisted of increase in Short Term Loans and Advances of Rs 7.47, decrease in Trade payables of Rs 16.46 and decrease in other Current Liabilities of Rs 58.96. This was partially offset by decrease in Trade receivable of Rs 1.08 million, increase in Short Term Borrowings of Rs 34.54 million and increase in the Provisions of Rs 7.23 million. Income taxes paid amounted to Rs 7.18 million in Fiscal ended March 31, 2024.
Fiscal ended March 31, 2023
Net cash flow generated from operating activities was Rs 70.53 million in Fiscal ended March 31, 2023. Restated Profit before tax was Rs 16.81 million in Fiscal ended March 31, 2023. Adjustments to reconcile profit before tax to net cash flows primarily consisted of depreciation expense of Rs 1.44 million, finance cost of Rs 48.62 million, This was partially offset by interest income of Rs 3.83 million and Share of Profit from Partnership firm of Rs 0.44 million.
Operating cash flow before working capital changes was Rs 62.60 million in Fiscal ended March 31, 2023. The main adjustments in Fiscal ended March 31, 2023, primarily consisted of increase in Short Term Loans and Advances of Rs 35.36, and decrease in Provisions of Rs 6.27. This was partially offset by decrease in Trade receivable of Rs 2.19 million, increase in Trade Payable of Rs 34.87, increase in Short Term Borrowings of Rs 11.22 million and increase in Other Current Liabilities of Rs 1.28 million.
Net Cash Generated from/ used in Investing Activities
Fiscal ended March 31, 2025
Net cash flow generated from investing activities in Fiscal ended March 31, 2025, was Rs (54.21) million. This was partially due to purchase of property, plant & equipments of Rs 6.06 million, Investment in Wholly Owned Subsidiary was Rs 56.11 million and interest income received of Rs 7.96 million.
Fiscal ended March 31, 2024
Net cash flow generated from investing activities in Fiscal ended March 31, 2024, was Rs (9.93) million. This was partially due to purchase of property, plant & equipments of Rs 2.41 million, Investment in Associate was Rs 16.38 million, increase in Non-Current Investment of Rs 1.00 and interest income received of Rs 7.86 million.
Fiscal ended March 31, 2023
Net cash flow generated from investing activities in Fiscal ended March 31, 2023, was Rs (23.36) million. This was partially due to purchase of property, plant & equipments of Rs 1.19 million, Investment in Associate was Rs 25.00 million, increase in Non-Current Investment of Rs 1.00 and interest income received of Rs 3.83 million.
Net Cash Generated from/ used in Financing Activities
Fiscal ended March 31, 2025
Net cash used in financing activities in Fiscal ended March 31, 2025, was Rs 77.90 million. This was primarily on account of proceeds from issue of equity shares of Rs 9.67, proceeds from issue of preference shares of Rs 2.00 million, proceeds from share premium of Rs 187.31, Write Back of Rs 3.60 million and Increase of Non-Current Liability of Rs 1.36 million. This was partially offset by repayments of long-term borrowings of Rs 80.45 million, interest paid on bank borrowings and other bank charges of Rs 34.11 million.
Fiscal ended March 31, 2024
Net cash used in financing activities in Fiscal ended March 31, 2024, was Rs -20.17 million. This was primarily on account of proceeds from issue of equity shares of Rs 19.80 and Increase of Non-Current Liability of Rs 1.05 million. This was partially offset by repayments of long-term borrowings of Rs 1.23 million, interest paid on bank borrowings and other bank charges of Rs 30.59 million and other non-current asset of Rs 9.20
Fiscal ended March 31, 2023
Net cash used in financing activities in Fiscal ended March 31, 2024, was Rs -51.41 million. This was primarily on account of proceeds from share of profit from Partnership firm Rs 0.44 million and Increase of Non-Current Liability of Rs 3.34 million. This was partially offset by repayments of long-term borrowings of Rs 5.44 million, interest paid on bank borrowings and other bank charges of Rs 48.62 million and other non-current asset of Rs 1.13
Reservations, Qualifications and Adverse Remarks
Except as disclosed in chapter titled "Restated Financial Information" on page 304, there have been no reservations, qualifications and adverse remarks.
Material Frauds
There are no material frauds, as reported by our statutory auditor, committed against our Company, in the last three Financial Years.
Information required as per Item 11 (II) (C) (iv) of Part A of Schedule VI to the SEBI Regulations:
1. Unusual or infrequent events or transactions
As on date, there have been no unusual or infrequent events or transactions including unusual trends on account of business activity, unusual items of income, change of accounting policies and discretionary reduction of expenses.
2. Significant economic changes that materially affected or are likely to affect income from continuing operations.
Indian rules and regulations as well as the overall growth of the Indian economy have a significant bearing on our operations. Major changes in these factors can significantly impact income from continuing operations. There are no significant economic changes that materially affected our Companys operations or are likely to affect income from continuing operations except as described in chapter titled "Risk Factors on page 32.
3. Income and Sales on account of major product/main activities
The company is engaged primarily in business of providing IT services to key industries such as Banking, Financial Services and Insurance (BFSI), Oil & Gas/Energy, Healthcare and Life Sciences, Telecom/Tech Infrastructure, Automotive/Transport, Information Technology (IT) Consulting.
4. Whether the Company has followed any unorthodox procedure for recording sales and revenues
Our Company has not followed any unorthodox procedure for recording sales and revenues.
5. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations.
Other than as described in the section titled "Risk Factors" on page 32 and in this chapter, to our knowledge there are no known trends or uncertainties that are expected to have a material adverse impact on revenues or income of our Company from continuing operations.
6. Extent to which material increases in net sales or revenue are due to increase in sales
Our business has been affected and we expect that it will continue to be affected by the trends identified and the uncertainties described in the section "Risk Factors on page 32. Changes in revenue in the last three Financial Years are as described in "Results of Operations Information for the Financial Year ended March 31, 2025 compared with Financial Year ended March 31, 2024" and "Results of Operations Information for the Financial Year ended March 31, 2024 compared with Financial Year ended March 31, 2023" mentioned above.
7. Status of any publicly announced new products or business segment.
As on the date of the Red Herring Prospectus, there are no new products or business segments that have or are expected to have a material impact on our business prospects, results of operations or financial condition.
8. The extent to which business is seasonal.
Our Companys business is not seasonal.
9. Competitive conditions.
Competitive conditions are as described under the chapters titled "Industry Overview" and "Our Business" beginning on pages 141 and 226, respectively of this Draft Red Herring Prospectus.
10. Future Changes in Relationship between Costs and Revenues, in Case of Events Such as Future Increase in Purchase cost or other Direct Costs or Prices that will Cause a Material Change are known
Other than as described in chapter titled "Risk Factors" on page 32 and in this section, to our knowledge there are no known factors that might affect the future relationship between cost and revenue.
FINANCIAL INDEBETENESS
Our Company and our Subsidiaries have availed certain loans and financing facilities in the ordinary course of business purposes such as, inter alia, meeting its working capital and capital expenditure.
Our Company has obtained the necessary consents required under the relevant financing documentation for undertaking activities in relation to the Offer, including, making amendments to the constitutional documents, effecting changes in ownership, control, or management (including by pledge of promoter/sponsor shareholding), permitting any arrangement for direct or indirect management or control by another person, entering into arrangements for changes in business operations or ownership, and implementing any changes by way of reconstruction.
Borrowing powers of Board
In accordance with the Articles of Association and applicable provisions of the Companies Act, 2013, and pursuant to the resolution passed by the Board at its meeting held on June 27, 2025 and by way of special resolution dated August 18, 2025, by its Shareholders, the Company may borrow as and when required from any Bank(s), Financial Institutions (FIs), Body Corporate or Business Association or any other person or entity etc., an aggregate amount not exceeding a sum of Rs100 Crores (Indian Rupees Hundred Crores Only) notwithstanding that the money to be borrowed together with the money already borrowed (apart from the temporary loans obtained from the Companys bankers in the ordinary course of business) exceeds the aggregate, for the time being, of the paid-up capital and free reserves of the Company not set apart for any specific purpose.
As on August 29, 2025, the outstanding borrowings of our Company and Subsidiaries on a consolidated basis aggregated to Rs 312.44 million. Set forth below is a summary:
| Category of borrowing | Sanctioned amount | Outstanding amount as on August 29, 2025 |
| Fund Based Borrowings | ||
| Secured Borrowings | ||
| Vehicle Loan | 4.65 | 4.38 |
| Overdraft Facility - working capital | 146.50 | 135.74 |
| Term Loan | 27.50 | 12.86 |
| Total secured borrowings (A) | 178.65 | 152.98 |
| Unsecured Borrowings | ||
| TD Canada Trust | 2.56 | 1.75 |
| Loans from others | 226.81 | 157.71 |
| Total unsecured borrowings (B) | 229.37 | 159.46 |
| Total Consolidated borrowings (C) = (A+B) | 408.02 | 312.44 |
*Note - Our Company has availed bill discounting facility amounting to Rs 475 million, which does not form part of the outstanding borrowings as of the reporting date.
As certified by N R Krishnamoorthy & Co., the Statutory Auditors of our Company, by way of their certificate dated September 7, 2025.
Principal terms of the borrowings availed by our Company and our Subsidiaries are disclosed below:
The details provided below are indicative and there may be additional terms, conditions and requirements under the various borrowing arrangements entered into by the Company:
1. Interest: The applicable rate of interest for the working capital facility availed by our Company and our Subsidiaries is typically linked to benchmark rate, the repo rate, of a specified lender over a specific period of time. Typically, the rate of interest for our facilities ranges from 8.75% to 12.25% per annum.
2. Tenor: The tenor of the facilities availed by our Company typically varies from 12 months to 60 months.
3. Security: In terms of our borrowings where security needs to be created, the Company is typically required to, inter alia:
(a) Create charge by way of hypothecation on entire current assets, both present and future; and
(b) Create charge by way of hypothecation over all moveable fixed assets; and
(c) Execute personal guarantees
4. Pre-payment: The terms of certain facilities availed by us have prepayment provisions which allow for prepayment of the outstanding loan amount, subject to such prepayment penalties and such other conditions as laid down in the facility agreements, on giving notice and/or obtaining prior approval from the concerned lender, as the case may be. These pre-payment penalties could range from 4% to 6% of the principal amount or of the amount being prepaid. Further, some loans may be prepaid without any prepayment charges subject to fulfilment of conditions.
5. Repayment: Our secured facilities are typically repayable in accordance with the repayment schedules in the facility documents. Our unsecured facilities are repayable on maturity of the specified period of the facility as provided in the relevant loan documentation.
6. Restrictive Covenant: The facilities sanctioned to our Company contains certain restrictive covenants, which require prior written consent of the lender or prior intimation to be made to the lender, including:
(a) Undergoing any change in constitution, ownership, or control, including liquidation, merger, reconstruction, or amalgamation that materially affects creditworthiness;
(b) Entering into any arrangement that permits another person to directly or indirectly manage or control the Companys business or operations;
(c) Making any amendments to the Companys constitutional documents;
(d) Opening a new bank account;
(e) Permitting any change in ownership, control, or management, including pledge of promoter/sponsor shareholding to any third party, or entering into arrangements whereby the business or operations are managed or controlled, directly or indirectly, by another person.
7. Events of default: Borrowing arrangements entered into by our Company contain standard events of default, including:
(a) Failure to pay any amount due or breach of covenants, warranties, or undertakings;
(b) Decline in value or theft/damage of secured assets like vehicles;
(c) Admission of inability to pay debts or misuse of loan proceeds;
(d) Any event that impairs the Borrowers ability to repay, including insolvency, bankruptcy, or significant adverse changes in employment, business, ownership, or control (such as liquidation, merger, or reconstruction)
(e) Failure to provide required documentation or unauthorized creation or termination of security interests;
(f) Default in repayment of loan facility;
8. Consequences of occurrence of events of defaults: In terms of the Companys borrowing arrangements for the facilities availed by the Company, upon the occurrence of events of default, its lenders may:
(a) Declare the entire loan and outstanding balance immediately due and payable without any notice or demand;
(b) Take possession of, seize, and repossess the secured vehicle without court intervention and sell, lease, or transfer it by any method to recover dues;
(c) Require the Borrower to hand over possession, transfer all related documents and registration certificates, and execute necessary documents at their cost;
(d) Publish the name of the Borrower and its directors/partners as defaulters to credit bureaus or through other mediums at the lenders discretion;
(e) Exercise remedies under applicable laws including SARFAESI, DRT, and IBC;
(f) Set off deposits or other funds of the Borrower against outstanding dues without prior consent or notice;
(g) Recover any shortfall remaining after sale of secured assets from the Borrower.
This is an indicative list of the terms and conditions of the outstanding facilities and there may be additional terms including those that may require the consent of the relevant lender, the breach of which may amount to an event of default under various borrowing arrangements entered into by us, and the same may lead to consequences other than those stated above.
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
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+91 9892691696
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