NSB BPO Solutions Ltd Management Discussions

OPERATIONS

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" on page 24, which discusses a number of 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 statements have been prepared in accordance with Indian GAAP, the Companies Act and the ICDR Regulations and restated as described in the report of our auditor dated August 29, 2025 which is included in this Red Herring Prospectus under "Financial Statements". The Restated Financial Information has been prepared on a basis that differs in certain material respects from generally accepted accounting principles in other jurisdictions, including US GAAP and IFRS. Our financial year ends on March 31 of each year, and all references to a particular financial year are to the twelve-month period ended March 31 of that year.

Business Overview

Our company is engaged in the business of providing Business Process Outsourcing (BPO) services specializing in the area of support services solutions. We provide wide ranges of support services such as Customer Care and Customer help line Call Centre for clients, Tele-sales, Tele collections, Digitization of documents, Processing of application and KYC forms, warehousing and archival, Payroll management, etc. We believe in providing efficient and accurate services which is core value of the organization. Our focus is on achieving delivery standards and providing quality solutions using the latest technology and industry best practices. With a team of skilled professionals, we offer a diverse range of services to support various aspects of our clients business operations for an ultimate end to end business solutions for need of the client business.

The company to achieve the delivery standards and providing the quality solutions using the latest technology like Artificial Intelligence, Speech Analytics, Data Analytics and such other technological tools, the company offers its services to its clients, with a team of trained professionals, so that all the delivery parameters and agreed terms of Service Level Agreement are met to the satisfaction of the client. The Company provide continuous learning and development for its employees to ensure they possess the necessary knowledge to meet evolving client demands. Regular training sessions and upskilling programs equip our staff with the latest industry trends and best practices, enabling them to deliver superior services. The Company has been also taking various quality standards certifications to continuously improving on quality standards as disclosed under Government Approvals section beginning on page 238 of the RHP.

The Company believes that constant investment in Infrastructure and Technology is very important and required for achieving higher levels of service excellence. It will continue to invest in the upgradation and modernization of our infrastructure and technology and also take the services of consultants, if required, to adopt latest technology.

In todays business world, starts ups to mid-size companies to large corporate are focusing on outsourcing model for their various activities. Our Company provide services to Start ups to mid-size and large corporates to fulfil their business outsourcing needs. Our Company provide services in various industries namely Telecom. BFSI, E Retail, Insurance, Food Delivery, Hotels, State and Central Government Organisations, HealthCare, Education, etc.

The company currently operates solely within the boundaries of India and does not have any business activities, subsidiaries, or operations in foreign countries. The companys focus remains on its domestic operations, ensuring efficient service delivery and customer satisfaction within the Indian market. The company maintains well-defined and established business agreements with all of its clients. These agreements outline the terms, scope, and responsibilities of both the company and its clients, ensuring clear expectations and a harmonious working relationship.

Our Company was originally incorporated as a Private Limited Company under The Companies Act, 1956, pursuant to a certificate of incorporation issued by the Registrar of Companies, Gwalior, Madhya Pradesh dated April 25 2005, with the name "NSB BPO Solutions Private Limited". Our Company was converted into Public Limited Company and the name of our Company was changed to name "NSB BPO Solutions Limited" by a fresh Certificate of

Incorporation consequent upon conversion to public limited was issued on January 10, 2024 by the Registrar of Companies, Gwalior, Madhya Pradesh.

Registered Office of our Company is situated at 3^rd Floor, Plot No. 13, Railway Colony, E-8, Arera Colony, Trilanga, Bhopal, Huzur, Madhya Pradesh, India 462039 and Corporate Office of the Company is at Plot No., A 100, Sector 58, Noida UP-201301.

Our company is in the current line of business for almost 21 years and the client lists includes various telecom, bank, insurance, financial service companies, along with food delivery, health sector, education and State and Central Government offices, etc. Also, we help our clients with our voice and non-voice support services, Back Office Processing Services to provide a comprehensive range of services across all industry sectors to clients who are in need of specialist assistance. Our services can be tailored to meet the needs of each client. We make sure that we give our clients with the best so that they can meet the different challenges presented by business environment.

Besides, providing Business Process Outsourcing (BPO) services to our clients, our Company also involved in trading activity of FMCG and staples goods like Pulses, Sugar, Rice, dry fruits, fruits and vegetables etc. Due to its presence in various parts of the Country, we have geographical advantage in procurement of some FMCG and Staple items at an economical price and the same is supplied to various retailers as a B2B sales.

Our Company is the promoter Company of On Door Concepts Limited which is listed on SME Platform of National Stock Exchange of India Limited (NSE EMERGE). For details, please refer to chapter titled "Our Group Entities" beginning on page no. 147 of the RHP.

Business Verticals of our Company

Our Companys services offering are divided in to following four verticals which are:

1. Voice Business Call Centre

2. Back office Business Outsourcing

3. Payroll Management and

4. Trading of Goods (FMCG)

For further details, refer chapter "Business Overview" beginning on page 102 of this Red Herring Prospectus.

Significant Developments Subsequent to the Last Financial Period

In the opinion of the Board of Directors of our Company, since the date of the last financial statements disclosed in this Red Herring Prospectus, there have not arisen any circumstance that materially or adversely affect or are likely to affect the business or profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months.

Key factors affecting the results of operation:

Our Companys future results of operations could be affected potentially by the following factors:

Economic conditions in the markets in which we operate

Our results of operations are dependent on the overall economic conditions in the markets in which we operate, including India. Any change in macro-economic conditions in these markets, including changes in interest rates, government policies or taxation and political, economic or other developments could affect our business and results of operations. The iron and steel market in India may perform differently and be subject to market and regulatory developments that are dissimilar to the markets in other parts of the world. While stronger macro-economic conditions tend to result into higher demand for our products, weaker macro-economic conditions tend to result into lower demand. Change in demand in the market segments we currently supply or improvement/deterioration in the market or a change in regulations, customs, taxes or other trade barriers or restrictions could affect our operations and financial condition.

Regulatory developments

Our Company is regulated by the Companies Act and some of its activities are subject to supervision and regulation by statutory and regulatory authorities. It is therefore subject to changes in Indian law, as well as to changes in regulation and government policies and accounting principles.

Our investments in new products and distribution channels may not be profitable and may be loss-making

In order to maintain a competitive position, we continue to invest in new products and services. Our investments in new products or service channels, such as tech softwares, whether developed in-house or through third parties, may render our services less profitable than what we have experienced historically, may be loss-making, may consume substantial financial resources and/or may divert managements attention from existing operations, all of which could materially and adversely affect our business, results of operations and financial condition.

RESULTS OF OPERATIONS

Description of the major components of revenue and expense items: -

Our total revenue consists of revenue from sale of Services and sale of Goods and other income.

Revenue

Revenue from Operations

Our revenue from operations primarily accrues from sale of BPO services and services related to the same as well as trading of FMCG goods.

The Companys services/ products offering are divided in to following four categories:

1. Voice Business Call Centre

2. Back-office Business Outsourcing

3. Payroll Management and

4. Trading of Goods

For further details about these offerings, please refer to the chapter titled ‘Our Business beginning on page 109 of the Red Herring Prospectus.

Expenses

Purchases comprised of purchases of FMCG and staples goods like Pulses , Sugar, Rice, dry fruits, fruits and vegetables etc. for trading.

Employee Benefit expense includes, salaries & wages, bonus, incentives, contribution to gratuity and other funds and staff welfare expenses.

Other expenses mainly include expenses towards Rent for BPO Centres, electricity, communication expenses, legal & professional fees, office expenses, Travelling Expenses, DG Set expenses etc.

Depreciation and Amortization Expenses

Depreciation and Amortization Expenses comprised depreciation on fixed assets both tangible and intangible.

Tax Expense

Our tax expense or credit for the period represents the tax payable on the current periods taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

OUR SIGNIFICANT ACCOUNTING POLICIES

For Significant accounting policies please refer Significant Accounting Policies, "Annexure IV" on page 170 under the chapter titled "Financial Statements" beginning on page 152.

CONSOLIDATION OF ACCOUNTS:

The consolidated financial statements have been prepared in accordance with the Generally Accepted Accounting Principles (GAAP) in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Companies Act, 2013. During the financial year 2022-23, M/s. Ondoor Concepts Limited (Ondoor) was considered as subsidiary company of NSB BPO Solutions Limited (NSB). However, it transitioned to being an associate company during the financial year 2023-24 due to reduction in percentage holding of NSB in Ondoor to less than 50%, pursuant to IPO by Ondoor. As a result, the consolidated financial statements have been prepared considering M/s. Ondoor Concepts Limited as a subsidiary company during the financial years 2022-23, and as an associate company during the financial year 2023-24 & 2024-25

DISCUSSION ON RESULTS OF OPERATIONS:

The following discussion on results of operations should be read in conjunction with the audited financial results of our Company for the financial years ended March 31, 2025, 2024, and 2023.

Breakup of our Revenue from Operation for the FY 2025, 2024, and FY 2023 is as under:

( in lakhs, except for percentage)

	2024-25**				2023-24**		2022-23*
Product/ Business Category	Amount	% of Revenue			Amount	% of Revenue	Amount		% of Revenue
		#				#			#
Voice Business Call Centre
NSB BPO	7,309.89	52.92%			4,096.53	32.00%	4,210.21		14.78%
Ondoor Concepts	0.00	0.00			0.00	0.00	0.00		0.00
Total	7309.89	52.92%			4096.53	32.00%	4210.21		14.78%
Back office Business Outsourcing
NSB BPO	1731.62	12.54%			2,864.41	22.37%	3,288.23		11.54%
Ondoor Concepts	0.00	0.00			0.00	0.00	0.00		0.00
Total	1731.62	12.54%			2864.41	22.37%	3288.23		11.54%
Payroll Management
NSB BPO	2,294.02	16.61%			2,197.56	17.16%	2,125.18		7.46%
Ondoor Concepts	0.00	0.00			0.00	0.00	0.00		0.00
Total	2294.02	16.61%			2197.56	17.16%	2125.18		7.46%
Trading of Goods (FMCG)
NSB BPO	2,476.42	17.93%			3,644.23	28.46%	850.77		2.99%
Ondoor Concepts	0.00	0.00			0.00	0.00	18014.52		63.23%
Total	2476.42	17.93%			3644.23	28.46%	18865.29		66.22%
	2024-25**			2023-24**				2022-23*
Product/ Business Category			% of			% of			% of
	Amount		Revenue	Amount		Revenue		Amount	Revenue
			#			#			#
Total	13811.95		100%	12802.73		100%		28488.91	100%

As certified by M/s. B. C. P. Jain & Co, Chartered Accountants, by their certificate (UDIN: 25077986BMJPEV2901) dated September 02, 2025. # as a percentage of revenue from operations *Consolidated as Subsidiary on line by line basis ** Consolidated as an Associate by accounting for only share of profit in Associate

DISCUSSION ON RESULTS OF OPERATIONS:

The following discussion on results of operations should be read in conjunction with the audited financial results of our Company for the financial years ended March 31, 2025, 2024, and 2023.

Comparison of Financial Years ended March 31, 2025 and 2024 (based on consolidated financial statements, consolidated as Associate):

Particulars	31.03.25 (Audited)	31.03.24 (Audited)
Income
Revenue from Operations	13,811.95	12,802.73
Increase/Decrease (%)	7.88%
Other Income	41.68	24.09
Total Income	13,853.63	12,826.82
Increase/Decrease (%)	8.01%
Expenditure
Purchases	2,309.87	3,422.10
Increase/Decrease (%)	-32.50%
% to Total Income	16.67%
Employee Benefit Expenses	6,946.56	5,267.05
Increase/Decrease (%)	31.89%
% to Total Income	50.14%
Other Expenses	2,710.54	2,839.85
Increase/Decrease (%)	-4.55%
% to Total Income	19.57%
Total Operating Expenditure	11,966.97	11,529.00
Increase/Decrease (%)	3.80%

 

Particulars	31.03.25 (Audited)	31.03.24 (Audited)
% to Total Income	86.38%
PBIDT	1,886.66	1,297.82
Increase/Decrease (%)	45.37%
% to Total Income	13.62%
Depreciation and Amortization Expenses	376.20	319.14
Increase/Decrease (%)	17.88%
% to Total Income	2.72%
Profit Before Interest and Tax	1510.46	978.68
Increase/Decrease (%)	54.34%
% to Total Income	10.90%
Financial Charges	325.78	330.35
Increase/Decrease (%)	-1.38%
% to Total Income	2.35%
Profit before Taxation	1184.68	648.33
Increase/Decrease (%)	82.73%
% to Total Income	8.55%
Tax Effect	331.13	170.44
Increase/Decrease (%)	94%
% to Total Income	2.39%
Profit After Tax but Before Extra ordinary Items	853.55	477.89
Increase/Decrease (%)	78.61%
% to Total Income	6.16%
Shareholding in Associate (Ondoor Concepts Limited)	32.28%	32.28%
Total Adjustments - Share of Profit from Associate	251.13	195.54
Increase/Decrease (%)	28.43%
% to Total Income	1.81%
Profit After Tax after Extra ordinary Items	1104.68	673.43
Increase/Decrease (%)	64.04%
% to Total Income	7.97%

Comparison of FY 2025 with FY 2024:

Revenue from operations

The Revenue from operations for the FY 2025 is 13,811.95 lakhs as compared to 12,802.73 lakhs during the FY

2024 showing an increase of 7.88%. The sale of services was 11,335.53 lakhs and the revenue from trading of goods was 2,476.42 lakhs for the Fiscal 2025. The sale of services was 9,158.50 lakhs and the revenue from trading of goods was 3,644.23 lakhs for the Fiscal 2024. This increase was primarily due to increase in Revenue from services by 23.77% during FY 2025 due to increase of business in Government, Insurance, Food delivery industry sectors,

Other Income for the FY 2025 and FY 2024 was 41.68 lakhs and 24.09 lakhs respectively. Hence the Total Income was for the FY 2025 and FY 2024 was 13,853.63 lakhs and 12,826.82lakhs respectively.

Expenditure:

Purchases

Purchases of trading goods was 2309.87 lakhs for FY 2025 and 3,422.10 lakhs for FY 2024. This decreased was in line with decrease in the sale of trading goods.

Employee Benefit Expenses

Employee Benefit Expenses increased to 6946.56 lakhs for the year ended March 31, 2025 from 5,267.05 lakhs for FY 2024 showing a increase of 31.89%. This increase was mainly due to increase in service revenue in FY 2025 as incremental manpower is deployed to cater incremental revenue, other factors for increase in employee benefit expenses includes annual increments in staff salaries, incentives, bonus etc.. Employee Benefit Expenses stood at 50.14% and 41.06% of Total income for FY 2025 and FY 2024, respectively.

Other Expenses

Other Expenses decreased to 2710.54 lakhs for FY 2025 from 2,839.85 lakhs for FY 2024 showing an decrease of 4.45%. The reduction in other expenses is mainly due to reduction in Rent expenses, In FY 2025 Rent expenses stood at 550.30 lakhs and 825.67 lakhs in FY 2024. Company is continuously working on rationalising/ reducing the cost and building the efficiency for better margins. the cost of rental expenses is rationalised by the company by consolidating its various branch offices into a bigger premise which resulted into cost saving of rentals paid by the company as well towards other allied expenses related to operations of the company. Although in terms of overall % of revenue, other Expenses were 19.57% of Total income during FY 2025 as against 22.14% during FY 2024.

EBIDTA

EBIDTA stood at 1886.66 lakhs for FY 2025 compared to 1,297.82 lakhs for FY 2024. This increase in EBIDTA was mainly due to increase in Service revenue, and, decrease in Other expenses as explained above. During FY 2025, our Company recorded EBIDTA margin of 13.62% of the Total income as against 10.12% during FY 2024.

Depreciation

Depreciation on fixed assets was 2.72% of Total income during FY 2025 as compared to 2.49 % during FY 2024. The total depreciation during FY 2025 was 376.20 lakhs and during FY 2024 it was 319.14 lakhs.

Financial Charges

Financial Charges decreased from 330.35 lakhs for the year ended March 31, 2024 to 325.78 lakhs for FY 2025 showing an decrease of 1.38%.. Financial Charges stood at2.35 % and 2.58% of Total income for FY 2025 and FY 2024, respectively. 213

Profit after Tax and restatement adjustment but before Share of Profit from Associate Company

PAT before Share of Profit from Associate Company increased from 477.78 lakhs for the FY 2024 to 853.55 lakhs in FY 2025. this increase by 375.66 Lakhs was mainly on account of increase in Service revenue, decrease in Other expenses as explained above. During FY 2025, our Company recorded PAT before Share of Profit from Associate Company margin of 6.16% as against a margin of 3.73% for FY 2024.

Profit after Tax and restatement adjustment and Share of Profit from Associate Company

The share of profit from Associate Company during FY 2025 and FY 2024 was 251.13 lakhs and 195.54 lakhs respectively and accordingly Profit after Tax and restatement adjustment and Share of Profit from Associate Company stood during FY 2025 and FY 2024 at 1104.68 lakhs and 673.43 lakhs respectively. This increase in share of profit from Associate Company is due to increase in PAT of Ondoor Concepts Limited.

Comparison of Financial Years ended March 31, 2024 and 2023 (based on consolidated financial statements, consolidated as Associate):

FY 2024 numbers are consolidated as an Associate for (32.28% share of Profit of Ondoor Concepts Limited) and for the purpose of MD&A, we have disclosed FY 2023 Pro-forma number also on the same line by accounting for 50.18% share of Profit of Ondoor Concepts Limited only for consolidation.

( in lakhs)

Particulars	31.03.24 (Audited)	31.03.23 (Proforma)
Income
Revenue from Operations	12,802.73	11,424.04
Increase/Decrease (%)	12.07%
Other Income	24.09	25.83
Total Income	12,826.82	11,449.87
Increase/Decrease (%)	12.03%
Expenditure
Purchases	3,422.10	1,681.31
Increase/Decrease (%)	103.54%
% to Total Income	26.68%
Employee Benefit Expenses	5,267.05	6,206.91
Increase/Decrease (%)	-15.14%
% to Total Income	41.06%
Other Expenses	2,839.85	2,747.85
Increase/Decrease (%)	3.35%
% to Total Income	22.14%
Total Operating Expenditure	11,529.00	10,636.06

 

Particulars	31.03.24 (Audited)	31.03.23 (Proforma)
Increase/Decrease (%)	8.40%
% to Total Income	89.88%
PBIDT	1,297.82	813.81
Increase/Decrease (%)	59.48%
% to Total Income	10.12%
Depreciation and Amortization Expenses	319.14	326.06
Increase/Decrease (%)	-2.12%
% to Total Income	2.49%
Profit Before Interest and Tax	978.68	487.75
Increase/Decrease (%)	100.65%
% to Total Income	7.63%
Financial Charges	330.35	294.42
Increase/Decrease (%)	12.20%
% to Total Income	2.58%
Profit before Taxation	648.33	193.33
Increase/Decrease (%)	235.35%
% to Total Income	5.05%
Tax Effect	170.44	-21.27
Increase/Decrease (%)	900%
% to Total Income	1.33%
Profit After Tax but Before Extra ordinary Items	477.89	214.60
Increase/Decrease (%)	122.69%
% to Total Income	3.73%
Shareholding in Associate (Ondoor Concepts Limited)	32.28%
Total Adjustments - Share of Profit from Associate	195.54	3.10
Increase/Decrease (%)	6207.74%
% to Total Income	1.53%
Profit After Tax after Extra ordinary Items	673.43	217.70
Increase/Decrease (%)	209.33%
% to Total Income	5.25%

Comparison of FY 2024 with FY 2023:

Revenue from operations

The Revenue from operations for the FY 2024 is 12,802.73 lakhs as compared to 11,424.04 lakhs during the FY

2023 showing an increase of 12.07%. The sale of services was 9,158.50 lakhs and the revenue from trading of goods was 3,644.23 lakhs for the Fiscal 2024. The sale of services was 9,623.62 lakhs and the revenue from trading of goods was 1,800.42 lakhs for the Fiscal 2023. This increase was primarily due to increase in sale of goods by 102.41% during FY 2024 due to new orders of sale of goods from customers and there is decrease in sale of services due to rationalisation of some assignments which are non profitable.

Other Income for the FY 2024 and FY 2023 was 24.09 lakhs and 25.83 lakhs respectively. Hence the Total Income was for the FY 2024 and FY 2023 was 12,826.82 lakhs and 11,449.87 lakhs respectively.

Expenditure:

Purchases

Purchases of trading goods was 3,422.10 lakhs for FY 2024 and 1,681.31 lakhs for FY 2023. This increase was in line with increase in the sale of trading goods.

Employee Benefit Expenses

Employee Benefit Expenses decreased to 5,267.05 lakhs for the year ended March 31, 2024 from 6,206.91 lakhs for FY 2023 showing a decrease of 15.14%. This decrease was mainly due to reduction in staff salary, incentives, bonus and number of employees. Employee Benefit Expenses stood at 41.06% and 54.21% of Total income for FY 2024 and FY 2023, respectively.

In FY 24, employee benefit expenses are decreased by Rs. 939.86 Lacs, the decrease in employee benefit expenses is mainly due to rationalisation of service assignments which are yielding negative return and hence rationalisation of salaries and employee benefits are done.

Other Expenses

Other Expenses increased to 2,839.85 lakhs for FY 2024 from 2,747.85 lakhs for FY 2023 showing an increase of 3.35% in respect of absolute amount which is in line with the increase of revenue. Although in terms of overall % of revenue, other Expenses were 22.14% of Total income during FY 2024 as against 24.00% during FY 2023.

EBIDTA

EBIDTA stood at 1,297.83 lakhs for FY 2024 compared to 813.81 lakhs for FY 2023. This increase in EBIDTA was mainly due to lower Employee cost as explained above. During FY 2024, our Company recorded EBIDTA margin of 10.12% of the Total income as against 7.11% during FY 2023.

Depreciation

Depreciation on fixed assets was 2.85% of Total income during FY 2023 as compared to 2.49 % during FY 2024. The total depreciation during FY 2023 was 326.06 lakhs and during FY 2024 it was 319.14 lakhs.

Financial Charges

Financial Charges increased from 294.42 lakhs for the year ended March 31, 2023 to 330.35 lakhs for FY 2024 showing an increase of 12.20%. This absolute increase was mainly due to increase in interest expenses on borrowings due to higher cost of borrowings. Financial Charges stood at 2.58% and 2.57% of Total income for FY 2024 and FY 2023, respectively.

Profit after Tax and restatement adjustment but before Share of Profit from Associate Company

PAT before Share of Profit from Associate Company increased from 214.60 lakhs for the FY 2023 to 477.89 lakhs in FY 2024. this increase by 263.29 Lakhs was mainly on account of reduction in Employee Benefit expenses during FY 2024 as explained above. During FY 2023, our Company recorded PAT before Share of Profit from Associate Company margin of 1.87% for FY 2023 as against a margin of 3.73% for FY 2024.

Profit after Tax and restatement adjustment and Share of Profit from Associate Company

The share of profit from Associate Company during FY 2023 and FY 2024 was 3.10 lakhs and 195.54 lakhs respectively and accordingly Profit after Tax and restatement adjustment and Share of Profit from Associate share of profit from Associate Company is due to increase in PAT of Ondoor Concepts Limited.

Cash Flows

The following table sets forth certain information concerning our cash flows for the periods indicated:

( in lakhs)

	Post Transition of Ondoor Concepts		Consolidated as a
Particulars	Limited as an Associate Company		subsidiary
	31.03.25	31.03.24	31.03.23
Net cash generated from operation	-672.87	858.46	2,842.74
Net cash (used) in investing activities	-1146.26	-600.51	-6,809.93
Net cash generated/(used) in financing
	1549.24	507.43	3,998.42
activities
Net Increase / ( Decrease ) in cash and cash
	-269.89	765.38	31.23
equivalents
Cash and cash equivalents at the beginning of
	817.36	51.98	74.44
the year
Cash and cash equivalents at the end of the
	547.47	817.36	105.67
year

FACTORS THAT MAY AFFECT THE RESULTS OF THE OPERATIONS:

1. Unusual or infrequent events or transactions

Except as described in this Red Herring Prospectus, during the period/ years 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.

Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising from the trends identified above in ‘Factors Affecting our Results of Operations and the uncertainties described in the section entitled ‘Risk Factors beginning on page 24 of the Red Herring Prospectus. To our knowledge, except as we have described in the Red Herring Prospectus, there are no known factors which we expect to bring about significant economic changes.

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

Apart from the risks as disclosed under Section titled "Risk Factors" on page 24 in the Red Herring Prospectus, in our opinion there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations.

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

Other than as described in the section titled "Risk Factors" beginning on page 24 of this Red Herring Prospectus, to our knowledge there are no factors, which will affect the future relationship between costs and income or which are expected to have a material adverse impact on our operations and finances.

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.

Changes in revenues during the last three fiscal years are explained in "Managements Discussion and Analysis of Financial Condition & Results of Operations" under the subsection "Discussion on Results of Operations and "Comparison of Financial Years ended March 31, 2025, 2024, and 2023" under the respective paragraphs titled "Operating Revenue".

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

Industry data as available, has been included in the chapter titled "Industry Overview" on page 102 of this Red Herring Prospectus. For more details, please refer chapter titled "Our Business" beginning on page 109 of this Red Herring Prospectus.

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

Please refer to the chapter titled "Our Business" beginning on page 109 of this Red Herring Prospectus for new products or business segments.

8. The extent to which business is seasonal.

None of our business is seasonal in nature except of incase of trading of FMCG Goods.

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

	Post Transition of Ondoor Concepts		Consolidated as a
Particulars	Limited as an Associate Company		Subsidiary #
	31.03.25	31.03.24	31.03.23
Customers contribution Top 10 (%) *	65.12	63.25	29.55
Suppliers contribution Top 10 (%)**	46.12	40.51	30.59

* as a percentage of revenue from operations.

** as a percentage of suppliers of goods covered in Purchases and services covered in other expenses #Consolidated as Subsidiary on line by line basis ## Consolidated as an Associate by accounting for only share of profit in Associate