NIS Management Ltd Management Discussions

<dhhead>MANAGEMENT DISCUSSION AND ANALYSIS REPORT </dhhead>

You should read the following discussion of our financial condition and results of operations together with our restated financial statements included in the Red Herring Prospectus. You should also read the section entitled "Risk Factors" beginning on page number 29, which discusses several factors, risks and contingencies that could affect our financial condition and results of operations. The following discussion relates to our Company and is based on our restated financial statements, which have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI Regulations. Portions of the following discussion are also based on internally prepared statistical information and on other sources. Our financial year ends on March

31 of each year, so all references to a particular fiscal year ("Financial Year") are to the twelve-month period ended March 31 of that year.

The financial statements have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI (ICDR) Regulations and restated as described in the report of our auditors dated August 01, 2025, which, is included in this Red Herring Prospectus under the section titled "Financial Information" beginning on page number 183 of this Red Herring Prospectus. The restated financial statements have been prepared on a basis that differs in certain material respects from generally accepted accounting principles in other jurisdictions, including US GAAP and IFRS. We do not provide a reconciliation of our restated financial statements to US GAAP or IFRS and we have not otherwise quantified or identified the impact of the differences between Indian GAAP and U.S. GAAP or IFRS as applied to our restated financial statements.

This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those described under "Risk Factors" and "Forward-Looking Statements" beginning on pages 29 and 18 respectively, and elsewhere in this Red Herring Prospectus Accordingly, the degree to which the financial statements in this Red Herring Prospectus will provide meaningful information depend entirely on such potential investors level of familiarity with Indian accounting practices. Please also refer to section titled "Presentation of Financial, Industry And Market Data" beginning on page number 16 of this Red Herring Prospectus.

BUSINESS OVERVIEW

Our Company was incorporated as NIS Management Private Limited under the provisions of the Companies Act, 1956 vide certificate of incorporation dated March 23, 2006, issued by Registrar of Companies, West Bengal. Subsequently, our Company was converted into a Public Limited Company pursuant to shareholders resolution passed at the Extra Ordinary General

Meeting of the Company held on June 18, 2018 and the name of our Company was changed from "NIS Management Private Limited" to "NIS Management Limited" vide a fresh Certificate of Incorporation dated June 27, 2018 having CIN

U74920WB2006PLC108679 issued by the Registrar of Companies, Kolkata.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR

As per mutual discussion between the Board of the Company and BRLM, in the opinion of the Board of the Company there have not arisen any circumstances since the date of the last financial statements as disclosed in the Red Herring Prospectus and which materially and adversely affect or is likely to affect within the next twelve months except as follows:

- The Board of Directors of our Company has allotted 75,69,047 equity shares as a Bonus Issue in the ratio of 1:1 in the board meeting dated August 12, 2024. - The Board of Directors of our Company has approved and passed a resolution on July 30th, 2024 to authorize the Board of Directors to raise the funds by way of Initial Public Offering.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business is subjected to various risks and uncertainties, including those discussed in the section titled "Risk Factor" beginning on page number 29 of this 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 foreigncountries, which affect national & international finance. - Company’s results of operations and financial performance; - Performance of Company’s competitors; - Significant developments in India ‘s economic and fiscal policies;

- Failure to adapt to the changing needs of industry and in particular government policies and regulations may adversely affect our business and financial condition; - Volatility in the Indian and global capital markets.

DISCUSSION ON RESULT OF OPERATION

 

Amount in ( lakhs)

 

Particulars	For the financial year ended
	March 31, 2025	(%)*	March 31, 2024	(%)*	March 31, 2023	(%)*
1 Total Revenue:
Revenue from Operations	40217.44	99.22	37799.24	99.46	34064.14	99.62
Other income	315.45	0.78	206.68	0.54	129.16	0.38
Total Revenue	40532.89	100	38005.91	100	34193.31	100
2 Expenses:
a Cost of Material Consumed	413.22	1.02	625.99	1.65	579.13	1.69
b Purchases of Stock-in-Trade	234.49	0.58	230.01	0.61	716.68	2.10
c Changes in inventories of Stock- in-Trade	(97.51)	-0.24	11.26	0.03	257.65	0.75
e Employee Benefit Expenses	35615.41	87.87	32656.47	85.92	28110.59	82.21
f Financial Charges	878.49	2.17	982.57	2.59	839.91	2.46
g Depreciation & Amortisation Expenses	230.22	0.57	153.64	0.40	184.19	0.54
g Other Expenses	1378.43	3.40	1120.56	2.95	1525.45	4.04
Total Expenses	38652.76	95.36	35780.51	94.14	32213.62	94.21
3 Profit/(Loss) Before Tax	1880.13	4.64	2225.40	5.86	1979.69	5.79
Current Tax	9.79	0.02	390 .15	1.03	363.69	1.06
Deferred Tax	2.70	0.01	(3.74)	(0.01)	(0.29)	(0.00)
Tax for earlier years	-	-	0.02	0.00	2.15	0.01
4 Total Tax Expenses	12.49	0.03	386.43	1.01	365.55	1.07
5 Profit After Tax but Before Extra-ordinary Items	1867.64	4.61	1838.97	4.84	1614.14	4.72
7 Share of Minority Interest	0.96	0.002	1.17	0.00	0.23	0.00
8 Net Profit transferred to				4.84	1613.90	4.72
Balance Sheet	1866.68	4.61	1837.80
9 Earnings per Equity Share of 10.00 each**
-Basic	12.38		12.63		11.09
-Diluted	12.38		12.63		11.09

 

*% of Total Income;

ITEMS FOR RESTATED FINANCIAL STATEMENTS

Our Significant Accounting Policies

For Significant accounting policies please refer Significant Accounting Policies", under Chapter titled "Financial Information" beginning on page 183 of the Red Herring Prospectus.

Overview of Revenue & Expenditure

The following discussion on results of operations should be read in conjunction with the Restated Financial Statements for the year ended March 31st 2025, 2024, and 2023. Our revenue and expenses are reported in the following manner:

Revenues

- Revenue of operations

Our Company’s revenue is primarily generated from Sales from Service Activities. Services pertain to security and facility management services; sale, installation and commissioning of CCTV cameras for large private and government installations and training services in Industrial Training Institutes and under government flagship programmes such as DDU-GKY and PMKVY.

- Other Income

Other Income includes Share of Profit from Limited Liability Partnership Firm, Interest Income and Others.

Expenditure

Our total expenditure primarily consists of Cost of services, Employee benefits expense, Finance costs, Depreciation and amortization and other expenses.

- Cost of Service

Cost of service includes cost of materials consumed, purchases of stock-in-trade, training expenses and employee benefit expenses.

- Employment Benefit Expenses

Our employee benefits expense primarily comprises of Wages, Provident Fund, Employee State Insurance, Bonus, Provision for Gratuity and leave encashment and Staff Welfare Expenses.

- Finance Charges

Finance Cost consists of interest expenses, bank guarantee processing charges and other bank charges.

- Depreciation and Amortization Expenses

Depreciation and Amortization majorly includes depreciation on tangible assets.

- Other Expenses

Our other expenses include advertisement expenses, rent and brokerage, commission charges, electricity charges, fuel and lubricants, hire charges, legal and professional fees, licence fees, medical and mediclaim charges, postage and courier charges, printing and machinery charges, repair and maintenance charges, tour and travel charges, software services, rates and taxes and Corporate Social Responsibility expenditure.

YEAR ENDED MARCH 31, 2025 (BASED ON RESTATED FINANCIAL STATEMENTS)

Revenues

- Total Income

Total Income for the year ended March 31, 2025, stood at 40,532.89 Lakhs.

- Revenue of operations

Revenue from operations for the year ended March 31, 2025, stood at 40,217.44 Lakhs which is 99.22% of the total income.

- Other Income

Other Income for the year ended March 31, 2025, stood at 315.45 Lakhs which is 0.78% of the total income.

Expenditure

- Total Expenses

Total Expenses for the year ended March 31, 2025, stood at 38,652.76 Lakhs which is 95.36% of the total income.

- Cost of materials consumed

Cost of materials consumed for the year ended March 31, 2025, stood at 413.22 Lakhs which is 1.02% of the total income.

- Purchases of stock in trade

Purchases of stock in trade for the year ended March 31, 2025 stood at 234.49 Lakhs which is 0.58% of the total income.

- Employment Benefit Expenses

Employee benefit expenses for the year ended March 31, 2025, stood at 35,615.41 Lakhs which is 87.87% of the total income.

- Finance Charges

Finance Charges for the year ended March 31, 2025, stood at 878.49 Lakhs which is 2.17% of the total income.

- Depreciation and Amortization Expenses

The Depreciation and Amortization Expenses for the year ended March 31, 2025, stood at 230.22 Lakhs which is 0.57% of total income.

- Other Expenses

The Other Expenses for the year ended March 31, 2025, stood at 1,378.43 Lakhs which is 3.40% of the total income.

- Restated Profit before Tax

Restated profit before tax on consolidated basis for the year ended March 31,2025, stood at 1,880.13 Lakhs which is 4.64% of the Total Income.

- Tax Expense

Tax Expense on consolidated basis for the year ended March 31, 2025, stood at 12.49 Lakhs out of which Provision for Taxation being 634.65 Lakhs.

- Restated Profit after Tax

Restated profit after tax on consolidated basis for the year ended March 31, 2025, stood at 1,866.68 Lakhs which is

4.61% of the Total Income.

YEAR ENDED MARCH 31, 2025 (BASED ON RESTATED FINANCIAL STATEMENTS)

Revenues

- Total Income

Total Income for the year ended March 31, 2025, stood at 40,532.89 Lakhs.

- Revenue of operations

Revenue from operations for the year ended March 31, 2025, stood at 40,217.44 Lakhs which is 99.22% of the total income.

- Other Income

Other Income for the year ended March 31, 2025, stood at 315.45 Lakhs which is 0.78% of the total income.

Expenditure

- Total Expenses

Total Expenses for the year ended March 31, 2025, stood at 38,652.76 Lakhs which is 95.36% of the total income.

- Cost of materials consumed

Cost of materials consumed for the year ended March 31, 2025, stood at 413.22 Lakhs which is 1.02% of the total income.

FINANCIAL YEAR ENDED MARCH 31, 2025 COMPARED WITH FINANCIAL YEAR ENDED MARCH 31, 2024 (BASED ON RESTATED FINANCIAL STATEMENTS)

Revenues

- Total Income

Total Income for the year ended March 31, 2025, stood at 40,532.89 Lakhs which has increased by 6.65% over the total income of the year ended March 31, 2024 due to increase in revenue and increase in other income.

- Revenue of operations

Revenue from operations for the year ended March 31, 2025, stood at 40,217.44 Lakhs which is 99.22% of the total income. This has increased by 6.40% over the total revenue for the year ended March 31, 2024 due to net increase in the number of clients during the FY 2024-25.

- Other Income

Other Income for the year ended March 31, 2025, stood at 315.45 Lakhs which is 0.78% of the total income. This has increased by 52.63% over the Other Income for the year ended March 31, 2024 due to higher interest on income tax refunds received during the FY 2024-25.

Expenditure

- Total Expenses

Total Expenses for the year ended March 31, 2025, stood at 38,652.76 Lakhs which is 95.36% of the total income. This has increased by 8.03% compared to Total Expenses for the year ended March 31, 2024. The primary reason behind the increase is due to higher than expected increase in the Employee Benefit Expenses.

- Cost of materials consumed

Cost of materials consumed for the year ended March 31, 2025, stood at 413.22 Lakhs which is 1.02% of the total income. This has reduced by 33.99% from the cost of materials consumed last year.

- Purchases of stock in trade

Purchases of stock in trade for the year ended March 31, 2025 stood at 234.49 Lakhs which is 0.58% of the total income.

This has grown by 1.95% compared to last year because of execution of large work order pertaining to supply, installation, testing and commissioning of CCTV cameras.

- Employment Benefit Expenses

Employee benefit expenses for the year ended March 31, 2025, stood at 35,615.41 Lakhs which is 87.87% of the total income. This has grown by 9.06% compared to last year due to reduction in material based contracts and increase in the manpower based contracts.

- Finance Charges

Finance Charges for the year ended March 31, 2025, stood at 878.49 Lakhs which is 2.17% of the total income. This has reduced by 11.00% due to reduction in term loan component in the total debt element and strong growth in cash flows.

- Depreciation and Amortization Expenses

The Depreciation and Amortization Expenses for the year ended March 31, 2025, stood at 230.22 Lakhs which is 0.57% of total income. This has increased by 50.00% compared to last year due to increased capital expenditure towards the execution of large project pertaining to supply, installation, testing and commissioning of CCTV camera project during the FY 2024-25.

- Other Expenses

The Other Expenses for the year ended March 31, 2025, stood at 1,378.43 Lakhs which is 3.40% of the total income. This has increased by 23.01% compared to last year due to increase in non-operational cost resulting from increase in branch sizes. However, the Other Expenses are lower than the total other expenses incurred during FY 2022-23.

- Restated Profit before Tax

Restated profit before tax on consolidated basis for the year ended March 31,2025, stood at 1,880.13 Lakhs which is 4.64% of the Total Income. This has declined by 16% compared to last year due to higher than expected increase in Employee Benefit Expenses compared to the earlier years.

- Tax Expense

Tax Expense on consolidated basis for the year ended March 31, 2025, stood at 12.49 Lakhs out of which Provision for Taxation being 634.65 Lakhs. This has declined significantly due to deduction available to the Company pertaining to section 80JJAA of the Income-tax Act, 1961. This is an employment linked benefit given to companies for increasing employment.

- Restated Profit after Tax

Restated profit after tax on consolidated basis for the year ended March 31, 2025, stood at 1,866.68 Lakhs which is

4.61% of the Total Income. The restated profit after tax grew by 1.57% due to string reductions in finance cost and tax benefits.

PERIOD ENDED MARCH 31, 2024 (BASED ON RESTATED FINANCIAL STATEMENTS)

Revenues

- Total Income

Total Income on consolidated basis for the period ended March 31, 2024, stood at 38,005.91 Lakhs.

- Revenue of operations

Revenue from operation on consolidated basis for the period ended March 31, 2024, stood at 37,799.24 Lakhs which is

99.46% of the Total Income.

- Other Income

Other Income on consolidated basis for the period ended March 31, 2024, stood at 206.68 Lakhs which is 0.54% of the Total Income.

Expenditure

- Total Expenses

Our Total Expenses on consolidated basis for the period ended March 31, 2024, stood at 35,780.51 Lakhs which is

94.14% of the Total Income.

- Cost of materials consumed

Cost of materials consumed on consolidated basis for the period ended March 31, 2024 stood at 625.99 Lakhs which is 1.65% of the Total Income.

- Employment Benefit Expenses

Employment Benefit Expenses on consolidated basis for the period ended March 31, 2024, stood at 32,656.47 Lakhs which is 85.92% of the Total Income.

- Finance Charges

Finance Charges on consolidated basis for the period ended March 31, 2024, stood at 982.57 Lakhs which is 2.59% of the Total Income.

- Depreciation and Amortization Expenses

Depreciation and Amortization Expenses on consolidated basis for the period ended March 31, 2024, stood at 153.64 Lakhs which is 0.40% of the Total Income.

- Other Expenses

Other Expenses on consolidated basis for the period ended March 31, 2024, stood at 1120.56 Lakhs which is 2.88% of the Total Income.

- Restated Profit before Tax

Restated profit before tax on consolidated basis for the period ended March 31, 2024, stood at 1837.80 Lakhs which is 5.86% of the Total Income.

- Tax Expenses

Tax Expense on consolidated basis for the period ended March 31, 2024, stood at 384.20 Lakhs out of which Provision for Taxation being 544.07 Lakhs.

- Restated Profit after Tax

Restated profit after tax on consolidated basis for the period ended March 31, 2024, stood at 1,840.03 Lakhs which is 4.84% of the Total Income.

FINANCIAL YEAR ENDED MARCH 31, 2024 COMPARED WITH THE FINANCIAL YEAR ENDED MARCH 31, 2023 (BASED ON RESTATED FINANCIAL STATEMENTS)

Revenues

- Total Income

Total Income for the period ended March 31, 2024, stood at 38,005.91 Lakhs whereas in Financial Year 2022-23 it stood at 34,193.31 Lakhs representing an increase of 11.15%.

- Revenue of operations

Revenue from operations for the period ended March 31, 2024, stood at 37,799.24 Lakhs whereas in Financial Year 2022-23 it stood at 34064.14 Lakhs representing an increase of 10.96%. Revenue from operation increased primarily because of increase in sales as compared to previous financial year. Revenue breakup of the same is as follows:

 

Amount in Lakhs

 

Particulars	FY 2024	FY 2023
Domestic Sales from service activities	37799.24	34064.14
Domestic Sales from trading activities	0.00	0.00

 

- Other Income

Other Income for the Period ended March 31, 2024, stood at 206.68 Lakhs whereas in Financial Year 2022-23 it stood at 129.16 Lakhs representing an increase of 60.01%. This was increased because of increase in fixed deposit interest income which was 109.12 Lakhs in F.Y. 2022-23 and 126.69 Lakhs in F.Y. 2023-24 and a jump in other income which was 20.05 Lakhs in FY 2022-23 and 79.98 Lakhs in FY 2023-24.

Expenditure

- Total Expenses

Total Expenses for the Period ended March 31, 2024, stood at 35,780.51 Lakhs whereas in FY ended March 31, 2023 it stood at 32,213.62 Lakhs representing a increase of 11.07%. The increase is on account of increase of 16.17% in the employee benefit expenses and cost of materials consumed of 8.09%.

- Cost of materials consumed

Cost of materials consumed for the Period ended March 31, 2024, stood at 625.99 Lakhs whereas in FY ended March 31, 2023 (Restated Financial) it stood at 579.13 Lakhs. The increase of 8.09% is on account of increase in clients

- Employment Benefit Expenses

Employee benefit expenses for the Period ended March 31, 2024, stood at 32,656.47 Lakhs whereas in FY ended March 31, 2023 it stood at 28,110.59 Lakhs representing an increase of 16.17%. These expenses are direct in nature. However, the increase in employee benefit expenses has been more than the increase in revenue on account new government contracts on-boarded during the year where the said contracts are awarded to the lowest price bidder leading to reduction in gross margins on new contracts.

- Finance Charges

Finance Charges for the Period ended March 31, 2024, stood at 982.57 Lakhs whereas in FY ended March 31, 2023 it stood at 839.91 Lakhs representing an increase of 16.99%. The increase in finance charges are additional borrowing taken from banks to fund the growth of the group.

- Depreciation and Amortization Expenses

The Depreciation and Amortization Expenses for the Period ended March 31, 2024, stood at 153.64 Lakhs whereas in Financial Year 2022-23 it stood at 184.19 Lakhs representing a decrease of 16.59%. Depreciation and Amortization Expenses has been decreased because of the written down value method of depreciation applied on a significant existing block of fixed assets despite a net addition of fixed assets of 10 Lakhs.

- Other Expenses

The Other Expenses for the Period ended March 31, 2024, stood at 1120.56 Lakhs whereas for FY ended March 31, 2023 it stood at 1,525.45 Lakhs representing decrease of 20.77%. This decrease is mainly on account of the following costs conveyance, legal and professional fees, repair and maintenance costs and site based service charges. Conveyance costs have reduced after introduction of mobile application based monitoring systems at the sites. This has allowed the operations personnel to monitor site level activities from the office premises itself. Reduction of legal and professional fees cannot be assigned to any particular reason other than year on year fluctuations. Repair and maintenance and service charges represent primarily costs incurred at a customer premises level which are included in composite contracts. During the year we have not renewed few such composite contracts where such additional costs were proving to be significant as a result of which repair and maintenance expenses and service charges have fallen. These costs are not considered under direct expenses because while these aforementioned agreements are typically composite contracts repair and maintenance and service costs cannot be predicted and are mostly not as per schedule. In case of contracts where repair and maintenance and service costs are scheduled services respective personnel are deployed at the site and their costs are considered under cost of materials consumed and employee benefit expenses.

- Restated Profit before Tax

In line with above discussions, the restated profit before tax increased by 245.71 Lakhs from 1979.69 Lakhs for the FY ended March 31, 2023 to 2,225.40 Lakhs in FY ended March 31, 2024.

- Tax Expense

Our current tax expense increased by 18 Lakhs from 365.55 Lakhs in FY ended March 31, 2023 to 384.20 Lakhs in

FY ended March 31, 2024. The reason for such marginal increase in tax as compared to the increase in profit before tax is on account of tax deduction claimed under section 80JJAA of the India Income-tax Act, 1961 amounting to 513.08 Lakhs.

- Restated Profit after Tax

For the various reasons stated above and adjustments of tax expense, Our Restated profit after tax increased by 226.13 Lakhs from 1,613.90 Lakhs for the FY ended March 31, 2023 to 1837.80 Lakhs in FY ended March 31, 2024.

FINANCIAL YEAR ENDED MARCH 31, 2023 COMPARED WITH THE FINANCIAL YEAR ENDED MARCH 31, 2022 (BASED ON RESTATED FINANCIAL STATEMENTS)

Revenues

- Total Income

Total Income for the FY ended March 31, 2023, it stood at 34,193.31 Lakhs whereas in FY ended March 31, 2022 it stood at 29,415.50 Lakhs representing an increase of 15.81%.

- Revenue from operations

Net revenue from operations for the FY ended March 31, 2023 stood at 34064.14 Lakhs. Whereas For the Financial Year 2021-22, it stood at 29,415.50 representing an increase of 15.81%. Revenue from operation increased primarily because of increase in sales as compared to previous financial year. Revenue breakup of the same is as follows:

 

Amount in Lakhs

 

Particulars	Financial 2023	Financial 2022
Domestic Sales from servicing activities	34,064.14	29,415.50
Domestic Sales from trading activities	0.00	0.00

 

- Other Income

Other Income for the FY ended March 31, 2023 stood at 129.16 Lakhs whereas for the FY ended March 31, 2022 it stood at 110.80 Lakhs representing a increase of 16.57%.

Expenditure

- Total Expenses

Total Expenses for the FY ended March 31, 2023 stood at 32,213.62 Lakhs whereas for the FY ended March 31, 2022, it stood at 27,718.01 Lakhs representing an increase of 16.22%. The increase is on account of increase in overall expenses due to growth of the company.

- Cost of materials consumed

Cost of materials consumed for the Period ended March 31, 2023, stood at 579.13 Lakhs whereas in FY ended March 31, 2022 it stood at 492.92 Lakhs. The cost is direct in nature and growth of cost is almost in line with growth of revenue.

- Employment Benefit Expenses

Employee benefit expenses for the Period ended March 31, 2023, stood at 28,110.59 Lakhs whereas in FY ended March 31, 2022 it stood at 24,509.28 Lakhs representing an increase of 14.69%. There was an increase in Employee benefit expenses because of increase in Staff Salaries, Provident Fund & Other Staff Welfare Expenses. The growth rate is less than the growth rate of revenue due to on-boarding of contracts with higher margins. These contracts were acquired in the private sector. For example: Reliance Retails revenue nearly doubled from 1400 Lakhs in FY 2021-22 to 2532

Lakhs in FY 2022-23. Typically, contracts in the retail sector show higher margins since involvement of facility management staff and security staff in the overall management of the retail store is higher.

- Finance Charges

Finance Charges for the Period ended March 31, 2023, stood at 839.91 Lakhs whereas in FY ended March 31, 2022 it stood at 707.46 Lakhs representing an increase of 18.72%. The increase in finance charges is due to higher borrowing costs and processing charges in the fiscal 2023 as compare to FY ended March 31, 2022.

- Depreciation and Amortization Expenses

The Depreciation and Amortization Expenses for the Period ended March 31, 2023, stood at 184.19 Lakhs whereas in Financial Year 2021-22 it stood at 209.37 Lakhs representing a decrease of 12.02%. Depreciation and Amortization Expenses has been decreased because fixed assets of the group were largely constant throughout the year with addition of Rs. 60 Lakhs in fixed assets and with Written Down Value method of depreciation when assets stay constant depreciation reduces. At the end of the fiscal Keertika Academy Private Limited a group company purchased an immovable property worth 288.41 Lakhs on which hardly any depreciation was charged. The net result therefore was reduction in the overall depreciation due WDV method of depreciation on the existing block of fixed assets.

- Other Expenses

The Other Expenses for the Period ended March 31, 2023, stood at 1,525.45 Lakhs whereas for FY ended March 31, 2022 it stood at 1251.73 Lakhs representing an increase of 10.49%. This increase is mainly due to increase in repair and maintenance expenses and service charges incurred at client premises as a part of composite contracts.

- Restated Profit before Tax

In line with above discussions, the restated profit before tax increased by 171.40 Lakhs from 1808.29 Lakhs in FY ended March 31, 2022 to 1979.69 Lakhs for the FY ended March 31, 2023.

- Tax Expense

Our current tax expense decreased by 117.67 Lakhs from 483.22 Lakhs in FY ended March 31, 2022 to 365.55

Lakhs in FY ended March 31, 2023 due to of tax deduction claimed under section 80JJAA of the India Income-tax Act,

1961 amounting to 513.08 Lakhs.

- Restated Profit after Tax

For the various reasons stated above and adjustments of tax expense, our Restated profit after tax increased significantly by 289.07 Lakhs from 1325.07 Lakhs in FY ended March 31, 2022 to 1613.90 Lakhs for the FY ended March 31, 2023.

INFORMATION REQUIRED AS PER ITEM (II) (C) (IV) OF PART A OF SCHEDULE VI TO THE SEBI REGULATIONS:

1. Unusual or infrequent events or transactions

Except as described in this 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 number 29 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 Red Herring Prospectus, particularly in the sections "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" on page numbers 29 and 184, 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. Income and Sales on account of major product/main activities

Income and sales of our Company on account of major activities derives from the business of security and facility management services, sale, installation and commissioning of CCTV cameras for government and private sector clients and training services in Industrial Training Institutes and under government flagship programmes such as DDU-GKY and PMKVY. .

5. 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 Company’s future costs and revenues can be directly impacted by an increase in employees benefit costs as the company require more employee in future to service growth.

6. Future relationship between Costs and Income

Our Company’s future costs and revenues will be determined by competition, demand/supply situation,Indian/ State Government Policies, foreign exchange rates and interest rates quoted by banks & others.

7. 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 and to a small extent increase in price of materials.

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

The Company is operating primarily in the security and facility management industry. Relevant industry data, as available, has been included in the chapter titled "Industry Overview" beginning on page number 107 of this Red Herring Prospectus.

9. 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 Red Herring Prospectus.

10. The extent to which the business is seasonal

Our business is not seasonal in nature.

11. Competitive Conditions

We face competition from existing and potential competitors which is common for any business. Over a period of time, we have developed certain competitive strengths which have been discussed in section titled "Our Business" on page number 121 of this Red Herring Prospectus.