Mobilise App Lab Ltd Management Discussions

The following discussion is intended to convey managements perspective on our financial condition and results of operations for the financial year ended March 31, 2025, 2024 and 2023. One should read the following discussion and analysis of our financial condition and results of operations in conjunction with our section titled "Financial Statements" and the chapter titled "Financial Information" on page 200 of this Draft Red Herring Prospectus. This discussion contains forward-looking statements and reflects our current views with respect to future events and our financial performance and involves numerous risks and uncertainties, including, but not limited to, those described in the section entitled "Risk Factors" on page 26 of this Draft Red Herring Prospectus. Actual results could differ materially from those contained in any forward-looking statements and for further details regarding forward-looking statements, kindly refer the chapter titled "Forward-Looking Statements" on page 17 of this Draft Red Herring Prospectus. Unless otherwise stated, the financial information of our Company used in this section has been derived from the Restated Financial Information. Our financial year ends on March 31 of each year. Accordingly, unless otherwise stated, all references to a particular financial year are to the 12-month period ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to "we", "us" or "our" refers to Mobilise App Lab Limited, our Company. Unless otherwise indicated, financial information included herein are based on our Restated Financial Statements for the financial year ended March 31, 2025, 2024 and 2023 included in this Draft Red Hearing Prospectus beginning on page 200 of this Draft Red Herring Prospectus.

BUSINESS OVERVIEW

Mobilise App Lab Limited is an Indian software as a service IT solutions provider offering digital platforms to streamline and manage enterprise operations.

Founded in 2013 as LLP later converted into public company, the company began its journey with EDUPro ERP, a solution designed to help schools, colleges, and training institutes manage functions such as admissions, attendance, fees, examinations, transportation, and academics.

In 2016 17, the company developed a Computerized Maintenance Management System (CMMS), which was later branded as OpsSuite ERP. This solution enables businesses to efficiently manage and maintain physical assets, handle work orders, track equipment and asset history, monitor inventory levels, and schedule preventive maintenance and calibration. The OpsSuite ERP solution has been implemented across multiple states in India, providing functionalities such as asset tracking, complaint redressal, and supplier management. Additionally, the OpsSuite platform is being used by multiple industries across Healthcare, Food & Beverages, Facility Maintenance, etc. supporting their operational and maintenance needs.

In 2017-18 the company also launched SCMPro ERP, a comprehensive solution for managing the entire supply chain. It effectively integrates and manages two key processes:

Source-to-Contract (S2C) - Covers supplier discovery, sourcing, negotiations, contract creation, supplier management, and contract lifecycle management.

Procure-to-Pay (P2P) - Includes purchase requests, purchase orders, goods receipt notes (GRNs), invoice processing, and payments.

Later in the year 2019-20 the company also launched an ERP solution for Human Resources called HRevO, designed to simplify and streamline workforce management throughout the employee lifecycle. Key features include talent acquisition, employee records management, payroll and expense tracking, talent development, and people analytics.

As on the date of this Draft Red Herring Prospectus, the Companys EDUPro ERP platform is actively utilized by our clients- which are acting as educational institutions having 34,000 plus students across these various educational institutions.

The company provides its ERP solutions to B2B clients who further deliver services to its end customers, rather than selling directly to individual users.

OUR REVENUE MODEL

Our company follows a flexible, client-centric revenue model designed to accommodate varying project needs and financial capacities. It typically comprises a Monthly Recurring Charges (MRC), and Change Cost.

The MRC ensures continued access to support, updates, and services on a monthly basis, enabling ongoing operational efficiency. Additionally, if a client requires modifications or enhancements beyond the agreed scope, a separate Change Cost is applied to cover the effort and resources involved. More addition in the module will lead to more cost to be charged from the client. This structure promotes long-term value, financial flexibility, and alignment with each clients evolving project requirements.

The revenue structure is further defined based on the specific solution deployed:

EDUPro - Mobilise follows a subscription-based revenue model for EduPro, where schools are charged on a per student, per month (PSPM) basis.

OpsSuite - Revenue model under OpsSuite is a flexible mix of three components - the number of assets managed, the number of sites covered, and a lump sum fee based on specific client needs. This hybrid pricing structure allows for customization across different industries and organization sizes. Some clients are billed per asset or per site, while others choose flat-rate enterprise packages.

SCMPro - Revenue is collected as a lump sum amount, typically based on the full scope of the project.

HRevO HReVo operates on a hybrid SaaS revenue model, combining per-employee, per-month licensing with lump-sum enterprise contracts.

For mid-sized clients, billing is based on the number of active employees and charged monthly. For large enterprises, Mobilise offers bundled annual or multi-year lump-sum pricing.

FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business is subjected to various risks and uncertainties, including those discussed in the section titled "Risk Factors" beginning on page 26 of this Draft Red Herring Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following:

Changes, if any, in the regulations / regulatory framework / economic policies in India and / or in foreign countries, which affect national & international finance.

Failure to attract and retain highly skilled IT professionals, our promoters, directors and senior management;

We have not yet placed orders for the high-performance laptops, infrastructure of the company, network security etc, which we propose to finance from the Net Proceeds

Cyber-attacks done by enemy countries;

Data protection and compliance with evolving privacy regulations;

Technological changes or obsolescence that may require continuous upgrades and investments;

Natural disasters, pandemics, or other force majeure events disrupting operations;

Performance of Companys competitors;

Significant developments in Indias economic and fiscal policies;

Volatility in the Indian and global capital market

DISCUSSION ON RESULT OF OPERATION

Statement of Significant Accounting Policies

For details in respect of Statement of Significant Accounting Policies, please refer to Restated Standalone Financial

Statements under chapter titled "Restated Financial Statements" beginning on page 200 of this Red Herring Prospectus.

Overview of Revenue & Expenditure

Our revenue and expenses are reported in the following manner:

a) Revenues

Revenue from Operations

Our Companys revenue is primarily generated from sale of software services.

Other Income

Our other income primarily consists of Income earned from Interest on Fixed Deposits.

b) Expenditure

Our total expenditure primarily consists of Cost relating to services, employee benefit expenses, Finance Costs , Depreciation & Amortisation expenses and other expenses.

Employment Benefit Expenses

Our employee benefit expenses mainly include salaries and wages, contribution to provident and other funds and staff welfare expenses.

Finance Costs

Our finance costs mainly include interest expenses and other borrowing costs.

Depreciation and Amortisation Expense

Depreciation and Amortisation expense includes depreciation.

Other Expenses

It includes Payment to Legal & Professional Charges, Commission, Office Expenses, Employee Recruitment Expense, Tour and Travel Expenses, Rent and Insurance Charges.

RESULTS OF OUR OPERATIONS

Particulars	For the Year Ended March 31, 2025	% of Total Income	% Increase/( Decrease)	For the Year Ended March 31, 2024	% of Total Income	% Increase /(Decre ase)	For the Year Ended March 31, 2023	% of Total Income
INCOME:
Revenue from Operations	1,614.09	99.41%	33.88%	1,205.	99.36%	73.59%	694.51	97.52%
				60
Other Income	9.52	0.59%	23.00%	7.74	0.64%	(56.22%	17.68	2.48%
						)
Total Income	1,623.61	100.00%	33.81%	1,213.	100.00%	70.37%	712.19	100.00%
				34
EXPENSES:
Cost of Services	371.27	22.87%	22.44%	303.22	24.99%	38.71%	218.60	30.69%
Employee Benefit Expense	428.38	26.38%	22.88%	348.62	28.73%	94.22%	179.50	25.20%
Finance Costs	0.57	0.04%	(73.62%)	2.17	0.18%	195.9%	0.73	0.10%
Depreciation and Amortization	70.92	4.37%	154.38%	27.88	2.30%	509.07%	4.57	0.64%
Expense
Other Expenses	121.67	7.49%	7.37%	113.32	9.34%	71.80%	65.96	9.26%
Total Expenses	992.81	61.15%	24.85%	795.21	65.54%	69.42%	469.37	65.91%
Profit before exceptional items	630.80	38.85%	50.86%	418.13	34.46%	72.20%	242.82	34.09%
Tax
Exceptional Items	-			-			-
Profit before Tax	630.80	38.85%	50.86%	418.13	34.46%	72.20%	242.82	34.09%
Tax Expenses:
Current Tax	164.21	10.11%	52.09%	107.97	8.90%	66.18%	64.97	9.12%
Deferred Tax	(4.74)	(0.29%)	(4347.35%)	0.11	0.01%	(93.27%	1.66	0.23%
						)
Profit (Loss) for the period	471.33	29.03%	52.02%	310.05	25.55%	75.97%	176.19	24.74%

FISCAL YEAR ENDED MARCH 31, 2025 COMPARED WITH THE FISCAL YEAR ENDED MARCH 31, 2024 INCOME Revenue from Operations

Revenue from operations increased significantly by 33.88% from 1,205.60 lakhs in Fiscal 2024 to 1,614.09 lakhs in Fiscal

2025.

Justification for increase in Revenue of the Company in FY 24-25 as compared to FY 23-24

The rationale behind the increase of revenue by 33.88% i.e from 1,205.60 lakhs in FY 23-24 to 1,614.09 lakhs in FY 24-25 was due to increase in the number of customer acquisitions. The total number of customers in the FY year 2023-24 were 16 customers which got increased to 26 customers in F.Y 24-25. Furthermore, there was an increase in the revenue from existing customers which was as follows:

S.No Name of the Customer	Financial Year 23-24	Financial Year 24-25
	Amount ( in Lakhs)	Amount ( in Lakhs)
1. Customer A	921.03	1,211.67
2. Customer B	80.36	108.57
3. Customer C	41.30	65.03

Other Income

Other income rose by 23.00% to 9.52 lakhs in Fiscal 2025 from 7.74 lakhs in Fiscal 2024. The majority of other income was increased due to an increase in the interest income on fixed deposit from bank which rose to 6.55 Lakh to 8.09

Lakh.

EXPENSE

Cost of Service

The cost of services increased by 22.44%, rising from 303.22 lakhs in FY 2023-24 to 371.27 lakhs in FY 2024-25. This increase is primarily attributable to higher procurement of materials such as GPS devices, biometric devices, and RFIDs, which form an integral part of the hardware ecosystem integrated with the companys software solutions provided to clients. In addition, with the growth in the number of clients during FY 2024-25, there has been a significant increase in server hosting expenses, which rose from 85.66 lakhs in FY 2023-24 to 141.22 lakhs in FY 2024-25.

Employee Benefit Expense

Employee Benefit Expenses was increased by 22.88%, rising from 348.62 lakhs in FY 2023-24 to 428.38 lakhs in FY 2024-25. The increase is mainly due to increase in the remuneration of Directors from 146.00 lakhs in FY 2023-24 to 180.00 lakhs in FY 2024-25 and increase in the remuneration of employees from 180.65 lakhs in FY 2023-24 to 220.53 lakhs in FY 2024-25, due to increase in the number of employees from 62 employees to 89 employees in FY 23-24 and FY 24-25 respectively.

Finance Costs

Finance cost was significantly decreased by 73.62%, declining from 2.17 lakhs in F.Y 2023-24 to 0.57 lakhs in FY 2024-25. The decrease due to significant decrease in the cost of bank charges which was declined from 2.05 lakhs in FY 2023-24 to 0.04 lakhs in FY 2024-25.

Depreciation and Amortisation Expense

Depreciation expense increased significantly by 154.38%, from 27.88 lakhs in FY 2023-24 to 70.92 lakhs in FY 2024-25. The increase is primarily attributable to the purchase of fixed and intangible assets amounting to 59.78 lakh and 247.93 lakhs respectively during FY 2023-24 and FY 2024-25. A substantial portion of this addition, i.e., 247.93 lakhs, relates to capitalization of computer software under intangible assets. Consequently, the higher gross block of intangible assets has resulted in a proportionate increase in depreciation for FY 2024-25.

Other Expenses

Other expenses slightly increased by 7.37%, from 113.32 lakhs in FY 2023-24 to 121.67 lakhs in FY 2024-25. The marginal increase was mainly on account of the following:

1. Employee Recruitment Expenses rose significantly from 0.41 lakhs in FY 2023-24 to 14.50 lakhs in FY 2024-25, owing to higher hiring activity undertaken by the Company to support its business expansion and growing client base.

2. Legal & Professional Charges increased from 17.33 lakhs in FY 2023-24 to 25.02 lakhs in FY 2024-25, primarily due to higher professional fees incurred for compliance, advisory, and regulatory requirements.

3. Office Expenses increased from 2.54 lakhs in FY 2023-24 to 18.82 lakhs in FY 2024-25, reflecting higher administrative expenditure and office-related overheads during the year.

4. Insurance Charges increased from 2.89 lakhs in FY 2023-24 to 5.86 lakhs in FY 2024-25, due to enhanced insurance coverage for business assets and operations.

5. Rates, Fees & Taxes increased from 0.01 lakhs to 2.99 lakhs, mainly due to higher statutory payments during FY 2024-25.

6. Repair & Maintenance increased from 1.33 lakhs in FY 2023-24 to 2.92 lakhs in FY 2024-25 due to regular upkeep of IT infrastructure and office equipment.

Profit After Tax

After accounting for taxes at applicable rates, our Company reported a net profit of 471.33 lakhs in FY 2024-25 which is increased by 52.02% as compared to a net profit of 310.05 lakhs in FY 2023-24. The reason behind the increase in profit after tax was due to higher overall revenue which was 33.81% higher than the revenue of the previous year.

In addition, the profitability was further enhanced due to the capitalization of software development expenses for the FY 24-25, wherein salaries paid to employees who engaged in the developments of softwares, and other expenses incurred for development of softwares were capitalized under the Intangible Asset i.e. "computer software" amounting to 247.93 lakhs. This capitalization contributed to a lower charge to the profit and loss account, thereby improving the reported profit after tax for FY 2024-25.

Further, increase in the revenue generated from the customers and increase in the number of customer acquisitions from 16 customers in the FY year 2023-24, which got increased to 26 customers in F.Y 24-25 helped the company in increase in the revenue of the company which ultimately leads in increase in the profit after tax of the company.

FISCAL YEAR ENDED MARCH 31, 2024 COMPARED WITH THE FISCAL YEAR ENDED MARCH 31, 2023 INCOME Revenue from Operations

Revenue from operations increased significantly by 73.59% from in Fiscal 2024 to 694.51 lakhs in FY 22-23 1,205.60 lakhs in FY 23-24.

Justification for increase in Revenue of the Company in FY 24-25 as compared to FY 23-24

The rationale behind the increase of revenue by 73.59% i.e from 694.51 lakhs in FY 22-23 to 1,205.60 lakhs in FY 23-24 was due to significant increase from the revenue from existing customers. The details of increase in the revenue from existing customers which was as follows:

S.No Name of the Customer	Financial Year 22-23	Financial Year 23-24
	Amount ( in Lakhs)	Amount ( in Lakhs)
1. Customer A	391.93	921.03
2. Customer B	75.95	80.36
3. Customer C	45.48	64.00
4. Customer D	22.00	41.30

Other Income

Other income significantly declined by 56.22% to 7.74 lakhs in FY 23-24 from 17.68 lakhs in FY 22-23. The decline in the other income was due to one of the balance of income was written back worth 10.97 lakhs in FY 22-23 as compared to 0.62 lakh written back in FY 23-24.

EXPENSE

Cost of Service

The cost of services increased by 38.71%, rising from 218.60 lakhs in FY 2022-23 to 303.22 lakhs in FY 2023-24. This increase is primarily attributable to higher procurement of materials such as cameras, biometric devices, and RFIDs, which form an integral part of the hardware ecosystem integrated with the companys software solutions provided to clients. In addition, there has been a significant increase in server hosting expenses, which rose from 34.74 lakhs in FY 2022-23 to 85.66 lakhs in FY 2023-24 and Software Development & Maintenance Expense rose from 63.91 lakhs in FY 2022-23 to 93.35 lakhs in FY 2023-24

Employee Benefit Expense

Employee Benefit Expenses was significantly increased by 94.22%, rising from 179.50 lakhs in FY 2022-23 to 348.62 lakhs in FY 2023-24. The increase is mainly due to increase in the remuneration of Directors from 27.00 lakhs in FY 2022-23 to 146.00 lakhs in FY 2023-24 and increase in the remuneration of employees from 140.38 lakhs in FY 2022-23 to 180.65 lakhs in FY

2023-24.

Finance Costs

Finance cost was significantly increased by 195.9 %, increasing from 0.73 lakhs in F.Y 2022-23 to 2.17 lakhs in FY 2023-24. The decrease due to significant increase in the cost of bank charges which was increased from 0.13 lakhs in FY 2022-23 to 2.05 lakhs in FY 2023-24.

Depreciation and Amortisation Expense

Depreciation expense increased significantly by 509.7%, from 4.57 lakhs in FY 2022-23 to 27.88 lakhs in FY 2023-24. The increase is primarily attributable to the purchase of fixed and intangible assets amounting to 41.04 lakhs and 139.72 lakhs respectively during FY 2023-24. A substantial portion of this addition, i.e., 139.72 lakhs, relates to capitalization of computer software under intangible assets. Consequently, the higher gross block of intangible assets has resulted in a proportionate increase in depreciation for FY 2023-24.

Other Expenses

Other expenses significantly increased by 71.80%, from 65.96 lakhs in FY 2022-23 to 113.32 lakhs in FY 2023-24. The majority portion of increase was mainly on account of commission expense which was Increased significantly from 17.80 lakhs in FY 2022-

23 to 58.11 lakhs in FY 2023-24. This is primarily due to higher sales volumes and enhanced business development activities during the year, which resulted in increased commission payouts to business development consultants.

Profit After Tax

After accounting for taxes at applicable rates, our Company reported a net profit of 310.05 lakhs in FY 2023-24 which is increased by 75.97% as compared to a net profit of 176.19 lakhs in FY 2022-23. The reason behind the increase in profit after tax was due to higher overall revenue which was 73.59% higher than the revenue of the previous year.

In addition, the profitability was further enhanced due to the capitalization of software development expenses for the FY 23-24, wherein salaries paid to employees who engaged in the developments of softwares, and other expenses incurred for development of softwares were capitalized under the Intangible Asset i.e. "computer software" amounting to 139.72 lakhs. This capitalization contributed to a lower charge to the profit and loss account, thereby improving the reported profit after tax for FY 2023-24.

Further, increase in the revenue generated from the existing customers helped the company in increase in the revenue which ultimately leads in increase in the profit after tax of the company, i.e our existing customers also availed our other products, we also sold hardware products (biometric devices) to them, further two regional government sector projects under the OPSSUITE were provided by our company.

INFORMATION REQUIRED AS PER ITEM (II) (C) (iv) OF PART A OF SCHEDULE VI TO THESEBI REGULATIONS:

1. Unusual or infrequent events or transactions

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

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

Other than as described in the section titled "Risk Factors" beginning on page 26 of this Red Herring Prospectus, to our knowledge there are no known significant economic changes that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.

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

Other than as described in this Draft Red Herring Prospectus, particularly in the sections Risk Factors and Management‘s

Discussion and Analysis of Financial Condition and Results of Operations on pages 200 and 235 respectively. To our knowledge, there are no known trends or uncertainties that are expected to have a material adverse impact on our revenues or income from continuing operations

4. Future changes in relationship between costs and revenues, in case of events such as future increase in labour or material costs or prices that will cause a material change are known.

Our Companys future costs and revenues can be impacted by an increase in employee costs as the company looks to hire talent with new skills and capabilities for the digital economy who may be in short supply.

5. Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased sales prices.

Increases in our revenues are by and large linked to increases in the volume of business. The company started manufacturing of intimate products and nutraceutical product along with the trading of these products.

6. Total turnover of each major industry segment in which the issuer company operates.

The Company is operating in provide SaaS industry. Relevant industry data, as available, has been included in the chapter titled "Our Industry" beginning on page 111 of this Draft Red Herring Prospectus.

7. Status of any publicly announced new products or business segments

Our Company has not announced any new services and product and segment / scheme, other than disclosure in this Draft Red Herring Prospectus.

8. The extent to which the business is seasonal.

Our Companys business is not seasonal. However, the business of the Company does depend on countrys economy situation and inflation.

9. Any significant dependence on a single or few suppliers or customers

Our Company was significantly dependent on top 10 customers. For further details refer Risk Factor No. 2 under the chapter titled "Risk factor" and "Our Business" on page 26 and 129 of Draft Red Herring Prospectus respectively.

10. Competitive Conditions

We face competition from existing and potential competitors which is common for any business. We have, over a period of time, developed certain competitive strengths which have been discussed in section titled "Our Business" on page 129 of this Draft Red Herring Prospectus

The Company is operating in Software as a Solutions Industry. Relevant industry data, as available, has been included in the chapter titled "Our Industry" beginning on page 111 of this Draft Red Herring Prospectus.