Phytochem Remedies India Ltd Management Discussions

The following discussion is intended to convey our managements perspective on our financial condition and results of operations for the six months ended September 30, 2025 and for the financials years ended March 31, 2025, 2024 and 2023.

Unless otherwise stated, or the context otherwise requires, the financial information and the discussion on our financial statements included in this section is derived from our restated financial statements and should be read in conjunction with the section "Restated Financial Statement" on page 220.

The Restated Financial Statement included in this Prospectus are prepared and presented in accordance with generally accepted accounting principles in IGAAP, and restated in accordance with requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013, SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses

(Revised 2019) issued by ICAI, each as amended, and included in "Restated Financial Statement" on page 220. Our Company was originally incorporated as "Phytochem Remedies (India) Private Limited" as a private limited company, under the provisions of the Companies Act, 2013 vide Certificate of Incorporation dated November 27, 2002 issued by Central Registration Centre having Corporate Identity Number U24233RJ2002PTC017943. Subsequently, our Company was converted from a private limited company to public limited company pursuant to special resolution passed in the Extra-Ordinary General Meeting of the company held on April 10, 2025 and consequently the name of our Company was changed to "Phytochem Remedies (India) Limited" pursuant to certificate of incorporation dated April 23, 2025 issued to our Company by the Registrar of Companies, Jaipur having Corporate Identity Number U17014RJ2002PLC017943.

These financial statements have been prepared in accordance with IGAAP and the Companies Act. IGAAP differs in certain significant respects from U.S. GAAP, IFRS and Ind-AS. We have neither attempted to quantify the impact of IFRS or U.S. GAAP on the financial data included in this Prospectus nor do we provide a reconciliation of our financial statements to those under U.S. GAAP or IFRS or Ind-AS. Accordingly, the degree to which the IGAAP financial statements included in this Prospectus will provide meaningful information is entirely dependent on the readers level of familiarity with the Companies Act, IGAAP and the SEBI ICDR Regulations. Any reliance on the financial disclosure in this Prospectus, by persons not familiar with Indian Accounting Practices, should accordingly be limited.

This discussion contains certain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as the risks set forth in the sections "Risk Factors" and "Forward-Looking Statements" on pages 29 and 19, respectively. Data included in this section in relation to certain operating metrics and financial information not otherwise included in the Restated Financial Statements, and certain business information and data have been reviewed and verified by our Statutory Auditors, Jain Kothari & Company, Chartered Accountants.

Industry and market data used in this section is based on and extracted from publicly available information. For further details and risks in relation to the industry data based on publicly available information.

Our financial year ends on March 31 of each year, so all references to a particular financial year or Fiscal are to the 12-month period ended March 31 of that year. Unless the context otherwise requires, in this section, references to the "Company", "we", "us" and "our" are to Phytochem Remedies (India) Limited.

OVERVIEW

Our Company is one of the leading manufacturers of high-quality corrugated boxes including printed, rolls, pads, sheets etc., offering customized packaging solutions to meet the specific requirements of its clients. Our company specialises in manufacturing corrugated boxes and supplies to various industries/sector such as pharmaceuticals, agriculture, pesticides automotive and FMCG. Incorporated in 2002, the company initially focused on development and planning, with manufacturing operations commencing in 2014. Since then, our company has grown significantly, leveraging its state-of-the-art manufacturing facilities and commitment to quality (Source: D&B Report).

Our company operates from its strategically located manufacturing units in Bari Brahmana, Jammu, which provide significant logistical advantages. Over the year, Company has expanded its reach and built a strong regional presence in Jammu, India while also establishing a marketing and distribution network across multiple states (Source: D&B Report).

With a strong focus on innovation and customer satisfaction, we have built a reputation for delivering durable and cost-effective packaging solutions. We operate in two units at Bari Brahmana, Jammu, with Unit 1 having a total allocated area of 43,360 Sq. Ft. and Unit 2 having an allocated area of 1,73,440 Sq. Ft. Currently, Unit 1 is utilizing approximately 12,000 Sq. Ft. and Unit 2 is utilizing approximately 55,000 Sq. Ft. of total area of respective units. Out of the total land area, approximately 15,000 Sq. Ft. in Unit 1 and around 75,000 Sq. Ft. in Unit 2 remain unutilized and shall be used for the construction and installation of new manufacturing machineries to accommodate both present and future expansion.

Our manufacturing journey started with a Semi-Automatic Manufacturing Line in 2014. Even with Market standards of 2014, this line had all latest machines and other facilities to give quick service to the customers, which continues to contribute to revenue and profitability. To further strengthen our production capabilities, we established a fully automatic corrugated board plant in 2022 in an extensive area of 75,000 sq. ft. equipped with the latest technology. This facility enables our company to cater to a broader range of packaging needs of our customer with improved efficiency and precision. For information on our business, see "Our Business" on page 158.

SIGNIFICANT FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

1. Raw Material Price Volatility

Fluctuations in raw material costs can significantly impact our production expenses and profitability. The prices of kraft paper, specialty coatings, inks, and adhesives vary due to global demand, supply chain disruptions, and import/export policies. Additionally, specialty chemicals used in OGR papers, barrier coatings, and synthetic substrates are subject to price fluctuations, further affecting cost structures.

2. Expansion and Capital Investments

As part of our strategic growth plan, we are investing significantly in new machinery and production lines to expand our manufacturing capabilities. The introduction of advanced coating and printing machines will enhance production efficiency, improve product quality, and open new revenue streams. However, these capital investments will require substantial upfront costs, impacting short-term liquidity and financial stability.

3. Market Demand and Competitive Landscape

Our business performance is closely tied to the health and growth of key industries such as Fruits and Vegetables Industry, FMCG Sector, Pesticide Industry and Packaging and Automobile Sector. Fluctuations in these industries can directly impact demand for our products. Economic conditions, shifts in consumer preferences, or changes in government policies affecting these industries can have a material effect on our operations, revenue, and profitability. The corrugated box industry continues to evolve, with clients seeking customizable and high-quality solutions. Establishing a strong foothold in niche markets will be crucial for sustained growth. The demand for eco-friendly packaging, coated paper, and specialty printing is increasing, but competition remains intense. Our entry into OGR papers, water-resistant coatings, and synthetic-coated textiles will require strategic positioning and value differentiation.

4. Regulatory and Environmental Compliance

Stringent environmental regulations impact the manufacturing of coated papers and packaging materials. The shift towards biodegradable and plastic-free coatings requires additional investments in research and development. Compliance with food-grade packaging standards and industrial safety regulations also adds to operational complexities and costs.

5. Machinery Utilization and Operational Efficiency

The newly introduced high-speed coating and printing machines will enhance production capabilities, but optimal utilization is critical to achieving cost efficiency and profitability. Any machine downtime, operational inefficiencies, or lack of skilled workforce can lead to increased costs and reduced output. Proper training and preventive maintenance strategies will be necessary to maximize productivity.

6. Export Market and Foreign Exchange Risks

Expanding into international markets for paper bags, coated paper, and industrial coatings introduces currency exchange risks and regulatory challenges. Foreign exchange rate fluctuations can impact pricing and profitability, while trade policies and import duties may affect our competitiveness. A balanced approach to domestic and export market diversification will be key to mitigating risks.

Our business is subjected to various risks and uncertainties, including those discussed in the section titled ‘Risk Factors beginning on page 29 of this Prospectus.

MATERIAL ACCOUNTING POLICIES

BASIS OF ACCOUNTING

The financial statements have been prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 (‘the Act) read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act. The accounting policies adopted in the preparation of financial statements have been consistently applied. All assets and liabilities have been classified as current or non-current as per the companys normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. The financial statements have been restated for the years - FY 2022-23, FY 2023-24, FY 2024-25 and the stub period ended September 30, 2025 to ensure consistency in accounting policies and presentation.

Use of estimates

The preparation of the financial statements in conformity with Indian GAAP requires the management to make estimates and assumption that affect the reported balances of assets and liabilities and disclosures relating to contingent assets and liabilities as at the date of the financial statements and reported amounts of income and expenses during the reporting period.

Accounting Convention

The Company follows the mercantile system of accounting, recognizing income and expenditure on an accrual basis. The accounts are prepared on historical cost basis and as a going concern. Accounting policies not referred to specifically otherwise, are consistent with the generally accepted accounting principles.

The following significant accounting policies are adopted in the preparation and presentation of these restated financial statements:

1. Revenue Recognition:

i) Revenue is recognized when it is earned and realizable, in line with AS-9 (Revenue Recognition). Revenue from sale of products is recognised on transfer of all significant risks and rewards of ownership of the product on to the customers, which is generally on despatch of goods.

ii) GST incentive on Sales is directly linked to Sales and are treated as Other Operating Income.

2. Property, Plant and Equipment including Intangibles:

Property Plant and Equipment are stated at cost of acquisition, which comprises of purchase price, freight, duties, taxes, borrowing cost and other attributable cost of bringing the asset to working condition for its intended use, except certain fixed assets, which are stated at revalued amount, net of impairment loss (If any) less accumulated depreciation/ amortization.

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. Capital Subsidy on Investment received has been adjusted in the Carrying amount of respective fixed assets.

Gains or losses arising from de-recognition of a property, plant and equipment are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit and Loss when the asset is derecognised.

3. Depreciation and Amortization:

Depreciation on property, plant and equipment has been provided on Written Down Value as per the useful life prescribed in Schedule II to the Companies Act, 2013, except that:

a) In case of Plant and Machinery, Management estimates the useful life to be 15 years and the Company has considered depreciation on fulfilling the condition of continuous process plant. b) Leasehold land is amortised over the period of lease. c) Assets having individual value below Rs.5,000 are depreciated @ 100% and mobile phones are charged to revenue considering their useful life to be less than one year. d) Depreciation on addition to assets which become an integral part of an existing asset has been provided on the adjusted value prospectively over the remaining useful life of the assets.

4. Capital Work in Progress

Capital expenditure on assets under construction by the company is reflected as a distinct item in Capital work in progress till the period of completion and thereafter in the Property Plant & Equipment.

Expenditure during construction period incurred on the projects under implementation are treated as pre-operative expenses pending allocation to the Property, plant & equipment, and are included under capital work in progress. These expenses are apportioned to the Property, plant & equipment on commencement of commercial production. Capital work in progress is stated at the amount incurred up to the date of Balance Sheet.

5. Inventories:

Inventories are valued at the lower of cost or net realizable value, determined on Weighted Average basis, as per AS-2 (Valuation of Inventories).

Inventories are valued as under:

i) Raw materials is valued at weighted average cost, on specific identification method on lot wise basis or net realizable Value, whichever is lower.

ii) Work in Process is valued at weighted average cost. However, materials held for use in the production of inventories are not written down below cost, if the finished products in which they are used and expected to be sold at or above cost.

iii) Finished Goods are valued at lower of weighted average cost or net realizable Value. Cost for this purpose includes direct cost and attributable overheads.

6. Employee Benefits:

Contributions to Provident Fund, and other benefits are accounted for as per AS-15 (Employee Benefits). The Company has not done the Actuarial Valuation for the period.

Short term employee benefits are recognized as an expense at the undiscounted amount in the profit & loss account of the year in which the related service is rendered.

Post - employment and other long term employee benefits are recognized as an expense in the profit & loss account for the year in which the liabilities are crystallized/accrued.

7. Borrowing Cost

Borrowing cost that are attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use. All other borrowing costs are charged to revenue.

8. Taxation:

Provision for current tax is made as per the Income Tax Act, 1961. Deferred tax is recognized as per AS-22 (Accounting for Taxes on Income) based on timing differences between taxable income and accounting income.

Current tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates and laws that are enacted or substantively enacted at the Balance sheet date.

Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The carrying amount of Deferred tax liabilities and assets are reviewed at the end of each reporting period.

Deferred Tax Assets are recognised and carried forward only if there is reasonable certainty of its realisation. However, in case of carried forward losses and unabsorbed depreciation under the Income Tax Act, 1961, the Deferred Tax Asset is recognised only if there is virtual certainty backed by convincing evidence of its realisation.

9. Provisions and Contingencies:

Provisions are recognized when there is a present obligation, and contingent liabilities are disclosed as per AS-29 (Provisions, Contingent Liabilities, and Contingent Assets).

The Company recognises a provision when there is a present obligation (Legal & Constructive) as a result of past event on which it is probable that there will be outflow of resources to settle the obligation in respect of which reliable estimates can be made.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

Contingent liabilities are disclosed by way of note to the financial statements after careful evaluation by management of the facts and legal aspects of the matter involved. At present, there are no contingent liabilities in the company.

Contingent assets are neither recognized nor disclosed.

10. Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average.

11. Cash Flow Statement

Cash flows are reported using indirect method, whereby net profit/loss before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.

12. Cash and cash equivalents

Cash and cash equivalents comprise cash and cash deposits with banks. The Company considers all highly liquid investments with an original maturity at a date of purchase of three months or less and that are readily convertible to known amounts of cash to be cash equivalents.

13. Restatement Adjustments

a. Prior Period Items:

Adjustments for errors or omissions in prior periods have been corrected retrospectively by restating the comparative amounts, as per AS-5 (Net Profit or Loss for the Period, Prior Period Items, and Changes in Accounting Policies).

b. Changes in Accounting Policies:

Any changes in accounting policies have been applied retrospectively, and the impact on opening reserves and prior period financials is disclosed.

c. Material Adjustments:

Details of significant restatements, such as reclassification of expenses, correction of revenue recognition, or adjustments to provisions, are provided with their financial impact on profit/loss, assets, and liabilities. Necessary Reclassifications has been done in the financial statements.

14. Notes on Key Financial Items

Share Capital: Details of authorized, issued, subscribed, and paid-up capital, including any changes during the restated periods.

Reserves and Surplus: Reconciliation of opening and closing balances, including adjustments due to restatement.

Borrowings: Classification into secured and unsecured loans, terms of repayment, interest rates, and security details.

Contingent Liabilities: Disclosure of claims against the company not acknowledged as debts, guarantees issued, or pending litigations, if any.

Capital Commitments: Unexecuted capital expenditure contracted but not provided for.

Related Party Transactions: Disclosure of transactions with related parties as per AS-18 (Related Party Disclosures), including names of parties, nature of relationships, and transaction amounts.

15. Subsequent Events

Disclosure of material events occurring after the balance sheet date that may impact the restated financials, as per AS-4 (Contingencies and Events Occurring After the Balance Sheet Date).

A provision is recognized 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 reliable estimate can be made. Provisions are not discounted to its present value and are determined based on 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.

PRINCIPAL COMPONENTS OF STATEMENT OF PROFIT AND LOSS

Revenue from Operations

Revenue from operations comprises of sale of goods which mainly comprises of corrugated boxes and GST incentive on Sales

Other income

Other income includes of Interest Subsidy.

Expenses

Our expenses comprise (i) cost of materials consumed, (ii) changes in inventory of finished goods, work- in - progress and stock- in- trade, (iii) employee benefit expense, (iv) finance costs; (v) depreciation and amortization expense amd (vi) other expenses.

Cost of raw materials consumed

Cost of raw materials consumed comprise raw material consumed at the end of the relevant Fiscal.

Changes in inventory of finished goods, Work-in-progress and stock- in- trade

Changes in inventories of finished goods and work-in-progress is calculated based on the inventories at the beginning of year for finished goods.

Employee benefits expense

Employee benefit expense comprises (i) salaries, wages and bonus; (ii) Directors Remuneration; (iii) contribution to provident and ESIC; (iv) Gratuity Expense and (iv) staff welfare expenses.

Finance costs

Finance costs include: (i) interest expense and (ii) other borrowing cost.

Depreciation and amortisation expenses

Depreciation and amortisation expenses comprise (i) depreciation of property, plant and equipment; (ii) amortization of other intangible assets; and (iii) depreciation on right-of-use assets.

Other expenses

Other expenses primarily comprise of i. Power & Fuel ii. Stores, Spares & Tools Consumed iii. Wages & Labour Charges iv. Job Warks/Jalli Expense v. Plant & Machinery (Manufacturing Expenses) vi. Water Expenses vii. Printing charges Box & sheet viii. Packing Expenses ix. Audit Fees x. Postage & Courier xi. Telecommunication xii. Conveyance xiii. Motor car Expenses xiv. Legal & Professional xv. Travelling xvi. Rent, Rates & Taxes xvii. Lease Rent xviii. Insurance Premium xix. Rep. & Maintenance-General & Buildings xx. Office Expenses xxi. Safety & Security Exp. xxii. Misc. Exp. xxiii. Business Promotion and Commission xxiv. Discounts xxv. Transportation and Unloading Charges.

Tax expenses

Tax expenses comprise of previous year tax, current tax, MAT and deferred tax.

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND FISCAL 2025, 2024 AND 2023

The following table sets forth certain financial information with respect to our results of operations from our restated statement of profit and loss for the six months ended September 30, 2025 and for Fiscals 2025, 2024 and 2023, the components of which are also expressed as a percentage of total income for such periods:

Particulars	September 30, 2025		Fiscal 2025		Fiscal 2024		Fiscal 2023
	(Amount in Lakhs)	% of Total Income	(Amount in Lakhs)	% of Total Income	(Amount in Lakhs)	% of Total Income	(Amount in Lakhs)	% of Total Income
Revenue from operations	2,482.08	99.23%	3,653.62	99.26%	3,283.23	99.80%	2,082.35	99.99%
Other income	19.22	0.77%	27.39	0.74%	6.52	0.20%	0.22	0.01%
Total Income	2,501.30	100.00%	3,681.01	100.00%	3,289.74	100.00%	2,082.57	100.00%
Expenses:
Cost of materials and components consumed	1,402.91	56.09%	2,087.28	56.70%	2,082.93	63.32%	1,361.58	65.38%
Change in Inventories	-28.49	-1.14%	48.99	1.33%	-81.89	-2.49%	-52.81	-2.54%
Employee Benefit Expenses	97.88	3.91%	116.08	3.15%	92.17	2.80%	73.33	3.52%
Finance Costs	140.82	5.63%	225.00	6.11%	215.39	6.55%	137.22	6.59%
Depreciation and Amortization Expense	29.94	1.20%	65.18	1.77%	65.26	1.98%	39.31	1.89%
Other Expenses	337.81	13.51%	532.31	14.46%	601.92	18.30%	409.00	19.64%
Total	1,980.87	79.19%	3,074.83	83.53%	2,975.79	90.46%	1,967.65	94.48%
Expenses
Profit / (Loss) before exceptional items and tax	520.43	20.81%	606.18	16.47%	313.96	9.54%	114.92	5.52%
Exceptional items	-	0.00%	-	0.00%	-	0.00%	-	0.00%
Profit / (Loss) before tax	520.43	20.81%	606.18	16.47%	313.96	9.54%	114.92	5.52%
Tax expense:
Less: Current tax	134.94	5.39%	140.62	3.82%	60.00	1.82%	-	0.00%
MAT Entitlement Credit	-	0.00%	-	0.00%	-	0.00%	-	0.00%
Less: Deferred Tax	10.13	0.40%	17.89	0.49%	22.85	0.69%	33.03	1.59%
Less: Tax paid of earlier year	-	0.00%	-	0.00%	-	0.00%	-	0.00%
Profit / (Loss) after tax for the year	375.35	15.01%	447.67	12.16%	231.11	7.03%	81.89	3.93%
Other Comprehensive Income	-	0.00%	-	0.00%	-	0.00%	-	0.00%
Total Comprehensive Income for the year	375.35	15.01%	447.67	12.16%	231.11	7.03%	81.89	3.93%
Earning per Equity share (Face value of share Rs.10)	4.77		14.21		8.11		2.87

SIX MONTHS ENDED SEPTEMBER 30, 2025

Total income

Total income was 2,501.30 lakhs in the six months ended September 30, 2025.

Revenue from operations

Revenue from operations was 2,482.08 lakhs in the six months ended September 30, 2025 forming 99.23% of the Total Income on account of sale of products and GST Refund.

Other income

Other Income was 19.22 lakhs, forming 0.77% of Total Income in Sep-2025 primarily on account of Interest Subsidy.

Expenses

Total expenses were 1,980.87 lakhs, forming 79.19% of Total Income, in the six months ended September 30, 2025, on account of cost of materials consumed, employee benefit expenses, finance costs, depreciation and other expenses.

Cost of raw materials consumed

Cost of raw materials consumed was 1,402.91 lakhs, forming 56.09% of Total Income, in the six months ended September 30, 2025, on account of change in opening and closing balance of raw materials and purchase of raw materials.

Changes in inventories of finished goods

The change in inventories of finished goods is due to a difference of 28.49 lakhs in the opening and closing carrying values of finished goods.

Employee benefits expense

Employee benefits expense was 97.88 lakhs, forming 3.91% of Total Income, in the six months ended September 30, 2025, on account of salaries, wages and bonus, contribution to provident and other funds and staff welfare expenses.

Finance costs

Finance costs were 140.82 lakhs, forming 5.63% of Total Income, in the six months ended September 30, 2025, primarily on account of interest expenses and bank charges .

Depreciation and amortization expense

Depreciation and amortization expense was 29.94 lakhs, forming 1.20% of Total Income, in the six months ended September 30, 2025, primarily on account of depreciation on tangible assets.

Other expenses

Other expenses totalled 337.81 lakhs, forming 13.51% of Total Income, in the six months ended September 30, 2025 mainly comprising of Wages, Power & Fuel, Transportation and unloading charges, IPO Expenses, Legal & Professional Expenses and Repairs & Maintenance.

Profit before tax

For the reasons discussed above, profit before tax was 520.43 lakhs being 20.81% of Total Income, for the six months ended September 30, 2025.

Tax expense

Tax expenses comprise of current tax and deferred tax which stood at 145.07 lakhs forming 5.79% of Total Income.

Profit for the period

For the reasons discussed above, profit for the period was 375.35 lakhs, forming 15.01% of Total Income, for the six months ended September 30, 2025.

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

Total income

Total income increased by 11.89% from 3,289.74 lakhs in Fiscal 2024 to 3,681.01 lakhs in Fiscal 2025 on account of an increase in revenue from operations and other income for reasons indicated below:

Revenue From Operations

Revenue from Operations increased by 11.28% from 3,283.23 lakhs, forming 99.80% of Total Income, in Fiscal 2024 to 3,653.62 lakhs, forming 99.26% of Total Income, in Fiscal 2025. The slight increase in revenue from operations was primarily due to increase in average selling price of the finished goods and higher GST refund of 346.63 lakhs in FY 2025 as compared to 96.17 lakhs in FY 2024.

Other Income

Other Income increased by 320.11% from 6.52 lakhs, forming 0.20% of Total Income, in Fiscal 2024 to 27.39 lakhs forming 0.74% of Total Income, in Fiscal 2025 primarily on account of Interest Subsidy.

Expenses

Total expenses increased by 3.33% from 2,975.79 lakhs, forming 90.46% of Total Income, in Fiscal 2024 to 3,074.83 lakhs, forming 83.53% of Total Income, in Fiscal 2025 primarily on account of increased raw material costs, employee benefits, and finance costs for the reasons indicated below:

Cost of materials and components consumed

Cost of materials and components consumed increased by 0.21% from 2,082.93 lakhs, forming 63.32% of Total Income, in Fiscal 2024 to 2,087.28 lakhs, forming 56.70% of Total Income, in Fiscal 2025 on account of higher average raw material price. The percentage of this component to total income declined during the period, primarily due to a reduction in the quantity of materials consumed because of higher efficiency.

Changes in inventories of finished goods, work-in-progress and stock-in-trade

Changes in inventories of finished goods, work-in-progress and stock-in-trade was 48.99 lakhs, in Fiscal 2025 compared to (81.89) lakhs in Fiscal 2024. Inventories of finished goods, work-in-progress and stock-in-trade at the end of the year in Fiscal 2025 was 149.60 lakhs while inventories of finished goods, work-in-progress and stock-in-trade at the beginning of the year was 198.59 lakhs. For Fiscal 2024, inventories of finished goods, work-in-progress and stock-in-trade at the end of the year was 198.59 lakhs while inventories of finished goods, work-in-progress and stock-in-trade at the beginning of the year was 116.70 lakhs.

Particulars	Fiscal 2024	Fiscal 2023
Changes in inventories of finished goods, work-in- progress, and stock-in-trade	48.99 lakhs	(81.89) lakhs
Inventories of finished goods, work-in-progress and stock-in-trade at the beginning of the year	198.59 lakhs	116.70 lakhs
Inventories of finished goods, work-in-progress and stock-in-trade at the end of the year	149.60 lakhs	198.59 lakhs
Year-on-Year Increase/(Decrease) of closing inventory	(24.67%)

Employee benefits expense

Employee benefits expense increased by 25.94% from 92.17 lakhs, forming 2.80% of Total Income, in Fiscal 2024 to 116.08 lakhs, forming 3.15% of Total Income, in Fiscal 2025, mainly on account of increase in salaries and wages from

50.21 lakhs, forming 1.53 % of Total Income, in Fiscal 2024 to 72.70 lakhs, forming 1.98% of Total Income, in Fiscal 2025, account of increase in contribution to provident and other funds from 4.95 lakhs, forming 0.15% of Total Income, in Fiscal 2024 to 6.09 lakhs, forming 0.17% of Total Income, in Fiscal 2025 and on account of increase in directors remuneration from 25.00 lakhs, forming 0.76% of Total Income, in Fiscal 2024 to 34.05 lakhs, forming 0.93% of Total Income, in Fiscal 2025, offset by a decrease in staff welfare expense of 6.68 lakhs, forming 0.20% of Total Income, in Fiscal 2024 to 2.49 lakhs, forming 0.07% of Total Income, in Fiscal 2025 and decrease in gratuity expense of 5.33 lakhs, forming 0.16% of Total Income, in Fiscal 2024 to 0.75 lakhs, forming 0.02% of Total Income, in Fiscal

2025.

Finance costs

Finance costs increased by 4.46% from 215.39 lakhs, forming 6.55% of Total Income, in Fiscal 2024 to 225.00 lakhs, forming 6.11% of Total Income, in Fiscal 2025, primarily on account of higher limit utilisation which resulted in higher interest expenses for the period.

Depreciation and amortization expense

Depreciation and amortization expense decreased by 0.13% from 65.26 lakhs, forming 1.98% of Total Income, in Fiscal 2024 to 65.18 lakhs, forming 1.77% of Total Income, in Fiscal 2025.

Other expenses

Other expenses decreased by 11.57% from 601.92 lakhs, forming 18.30% of Total Income, in Fiscal 2024 to 532.31 lakhs, forming 14.46% of Total Income, lakhs in Fiscal 2025, primarily due to following:

Wages and labour decreased from 199.01 lakhs, forming 6.05% of Total Income, in Fiscal 2024 to 189.46 lakhs, forming 5.15% of Total Income, in Fiscal 2025.

Power & Fuel decreased from 52.45 lakhs, forming 1.59% of Total Income, in Fiscal 2024 to 46.36 lakhs, forming 1.26% of Total Income, in Fiscal 2025.

Insurance decreased from 6.22 lakhs, forming 0.19% of Total Income, in Fiscal 2024 to 3.23 lakhs, forming 0.09% of Total Income, in Fiscal 2025.

Advertisement and Sales & Promotion Expenses decreased from 26.02 lakhs, forming 0.79% of Total Income, in Fiscal 2024 to 12.64 lakhs, forming 0.34% of Total Income, in Fiscal 2025.

Legal and Professional Charges increased from 12.00 lakhs, forming 0.36% of Total Income, in Fiscal 2024 to 14.47 lakhs, forming 0.39% of Total Income, in Fiscal 2025.

Office Expenses decreased from 18.08 lakhs, forming 0.55% of Total Income, in Fiscal 2024 to 15.63 lakhs, forming 0.42% of Total Income, in Fiscal 2025.

Transportation and Unloading decreased from 167.83 lakhs, forming 5.10% of Total Income, in Fiscal 2024 to 112.33 lakhs, forming 3.05% of Total Income, in Fiscal 2025.

Stores, Spares & Tools Consumed decreased from 10.32 lakhs, forming 0.31% of Total Income, in Fiscal 2024 to 5.96 lakhs, forming 0.16% of Total Income, in Fiscal 2025.

Packing Expenses decreased from 29.11 lakhs, forming 0.88% of Total Income, in Fiscal 2024 to 24.55 lakhs, forming 0.67% of Total Income, in Fiscal 2025.

Motor car Expenses increased from 19.85 lakhs, forming 0.60% of Total Income, in Fiscal 2024 to 35.99 lakhs, forming 0.98% of Total Income, in Fiscal 2025.

Provision for Doubtful Debts has been incurred by the company in Fiscal 2025, amounting to 6.11 lakhs, forming 0.17% of Total Income.

IPO Expenses has been incurred by the company in Fiscal 2025, amounting to 11.81 lakhs, forming 0.32% of Total

Income.

Other than these expenses there are certain expenses which have increased or minimally deflated off-setting the decrease in above-mentioned expenses.

Profit before Tax

Profit before tax was 606.18 lakhs, forming 16.47% of Total Income, in Fiscal 2025 compared to profit before tax of 313.96 lakhs in Fiscal 2024, forming 9.54% of Total Income, due to the reasons enumerated above.

Tax expense

Tax expenses comprise of current tax and deferred tax amounting to 158.51 lakhs, forming 4.31% of Total income, in the Fiscal 2025.

Profit for the year

Profit after tax was 447.67 lakhs, 12.16% of Total Income, in Fiscal 2025 compared to profit after tax of 231.11 lakhs, forming 7.03% of Total Income, in Fiscal 2024 which was primarily due to percentage decrease in cost of material consumption, employee benefit expenses, finance cost and other expenses as compared to total income.

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

Total income

Total income increased by 57.97% from 2,082.35 lakhs in Fiscal 2023 to 3,289.74 lakhs in Fiscal 2024 on account of an increase in revenue from operations and other income for reasons indicated below:

Revenue From Operations

Revenue from Operations increased by 57.67% from 2,082.35 lakhs, forming 99.99% of Total Income, in Fiscal 2023 to 3,283.23 lakhs, forming 99.80% of Total Income, in Fiscal 2024 on account of increase in capacity utilisation of both the manufacturing units resulting into higher production of corrugated boxes, sheets and scrap along with addition of new customer base and increased demand from existing customer.

Other Income

Other Income increased by 2,919.57% from 0.22 lakhs, forming 0.01% of Total Income, in Fiscal 2023 to 6.52 lakhs forming 0.20% of Total Income, in Fiscal 2024 primarily on account of Interest Subsidy and which were NIL and NIL respectively in Fiscal 2023 and 6.52 lakhs and NIL respectively in Fiscal 2024.

Expenses

Total expenses increased by 51.24% from 1,967.65 lakhs, forming 94.48% of Total Income, in Fiscal 2023 to 2,975.79 lakhs, forming 90.46% of Total Income, in Fiscal 2024 primarily on account of increased raw material costs, employee benefits, finance costs, depreciation and amortization expenses and other expenses for the reasons indicated below:

Cost of materials and components consumed

Cost of materials and components consumed increased by 52.98% from 1,361.58 lakhs, forming 65.38% of Total Income, in Fiscal 2023 to 2,082.93 lakhs, forming 63.32% of Total Income, in Fiscal 2024 on account of higher cost of purchase from 1,744.08 lakhs in Fiscal 2023 to 2,458.63 lakhs in Fiscal 2024. The percentage of this component to total income declined during the period, primarily due to a reduction in the average purchase price.

Changes in inventories of finished goods, work-in-progress and stock-in-trade

Changes in inventories of finished goods, work-in-progress and stock-in-trade was (81.89) lakhs, in Fiscal 2024 compared to (52.81) lakhs in Fiscal 2023. Inventories of finished goods, work-in-progress and stock-in-trade at the end of the year in Fiscal 2024 was 198.59 lakhs while inventories of finished goods, work-in-progress and stock-in-trade at the beginning of the year was 116.70 lakhs. For Fiscal 2023, inventories of finished goods, work-in-progress and stock-in-trade at the end of the year was 116.70 lakhs while inventories of finished goods, work-in-progress and stock-in-trade at the beginning of the year was 63.89 lakhs.

Particulars	Fiscal 2024	Fiscal 2023
Changes in inventories of finished goods, work-in- progress, and stock-in-trade	(81.89) lakhs	(52.81) lakhs
Inventories of finished goods, work-in-progress and stock-in-trade at the beginning of the year	116.70 lakhs	63.89 lakhs
Inventories of finished goods, work-in-progress and stock-in-trade at the end of the year	198.59 lakhs	116.70 lakhs
Year-on-Year Increase/(Decrease) of closing inventory	70.17%

The increase in inventory was to meet the growing demand of the finished goods as reflected in sales as well.

Employee benefits expense

Employee benefits expense increased by 25.69% from 73.33 lakhs, forming 3.52% of Total Income, in Fiscal 2023 to 92.17 lakhs, forming 2.80% of Total Income, in Fiscal 2024, mainly on account of increase in salaries and wages from 47.43 lakhs, forming 2.28 % of Total Income, in Fiscal 2023 to 50.21 lakhs, forming 1.53% of Total Income, in Fiscal 2024 and on account of increase in contribution to provident and other funds from 2.45 lakhs, forming 0.12% of Total

Income, in Fiscal 2023 to 4.95 lakhs, forming 0.15% of Total Income, in Fiscal 2024, offset by a minor decrease in staff welfare expense of 7.85 lakhs, forming 0.38% of Total Income, in Fiscal 2023 to 6.68 lakhs, forming 0.20% of Total Income, in Fiscal 2024.

Finance costs

Finance costs increased by 56.97% from 137.22 lakhs, forming 6.59% of Total Income, in Fiscal 2023 to 215.39 lakhs, forming 6.55% of Total Income, in Fiscal 2024, primarily on account of increase in borrowing limits and utilisation which resulted in higher interest expenses for the period.

Depreciation and amortization expense

Depreciation and amortization expense increased by 66.00% from 39.31 lakhs, forming 1.89% of Total Income, in Fiscal 2023 to 65.26 lakhs, forming 1.98% of Total Income, in Fiscal 2024 primarily on account of addition in Factory Building, Plant & Machineries and Other Fixed Assets in Fiscal 2024.

Other expenses

Other expenses increased by 47.17% from 409.00 lakhs, forming 19.64% of Total Income, in Fiscal 2023 to 601.92 lakhs, forming 18.30% of Total Income, lakhs in Fiscal 2024, primarily due to following:

Wages increased from 100.24 lakhs, forming 4.81% of Total Income, in Fiscal 2023 to 199.01 lakhs, forming 6.05% of Total Income, in Fiscal 2024.

Power & Fuel increased from 35.69 lakhs, forming 1.71% of Total Income, in Fiscal 2023 to 52.45 lakhs, forming 1.59% of Total Income, in Fiscal 2024.

Insurance increased from 3.89 lakhs, forming 0.19% of Total Income, in Fiscal 2023 to 6.22 lakhs, forming 0.19% of Total Income, in Fiscal 2024.

Advertisement and Sales & Promotion Expenses increased from 15.14 lakhs, forming 0.73% of Total Income, in Fiscal 2023 to 26.02 lakhs, forming 0.79% of Total Income, in Fiscal 2024.

Legal and Professional Charges increased from 4.30 lakhs, forming 0.21% of Total Income, in Fiscal 2023 to 12.00 lakhs, forming 0.36% of Total Income, in Fiscal 2024.

Office Expenses increased from 15.84 lakhs, forming 0.76% of Total Income, in Fiscal 2023 to 18.08 lakhs, forming 0.55% of Total Income, in Fiscal 2024.

Carriage Inward/Outward increased from 68.57 lakhs, forming 3.29% of Total Income, in Fiscal 2023 to 167.83 lakhs, forming 5.10% of Total Income, in Fiscal 2024.

Other than these expenses there are certain expenses which have decreased or minimally elevated off-setting the increase in above-mentioned expenses.

Profit before Tax

Profit before tax was 313.96 lakhs, forming 9.54% of Total Income, in Fiscal 2024 compared to profit before tax of

114.92 lakhs in Fiscal 2023, forming 5.52% of Total Income, due to the reasons enumerated above.

Tax expense

Tax expenses comprise of previous year tax, current tax, MAT credit entitlement and deferred tax amounting to 82.85 lakhs, forming 2.52% of Total income, in the Fiscal 2023.

Profit for the year

Profit after tax was 231.11 lakhs, 7.03% of Total Income, in Fiscal 2024 compared to profit after tax of 81.89 lakhs, forming 3.93% of Total Income, in Fiscal 2023 which was primarily due to percentage decrease in cost of material consumption, employee benefit expenses, finance cost and other expenses as compared to total income.

LIQUIDITY AND CAPITAL RESOURCES

We have historically financed the expansion of our business and operations primarily through owned funds, debt financing and funds generated from our operations. From time to time, we may obtain loan facilities to finance our short-term working capital requirements.

CASH FLOWS

The following table sets forth certain information relating to our cash flows in the periods indicated:

(Amount in lakhs)

Particulars	Six months ended September 30, 2025	Fiscal 2025	Fiscal 2024	Fiscal 2023
Net cash generated/(used) from operating activities	72.71	466.45	35.50	(58.48)
Net cash generated/(used) in investing activities	-	0.12	96.90	(884.57)
Net cash generated/(used) from financing activities	(77.84)	(465.78)	(143.19)	957.85
Net increase/(decrease) in cash and cash equivalents	(5.13)	0.79	(10.79)	14.79
Cash and cash equivalents at the end of the period/year	1.16	6.29	5.49	16.28

OPERATING ACTIVITIES

Six months ended September 30, 2025

Net cash generated in operating activities was 72.71 lakhs. Profit before tax was 520.43 lakhs. This difference was primarily due to adjustments for depreciation and amortization expenses of 29.94 lakhs, finance costs of 140.82 lakhs, and working capital changes, including an increase in inventory by 281.39 lakhs, increase in trade receivables by 305.25 lakhs, increase in loans and advances by 68.87 lakhs, increase in other assets by 297.45 lakhs, increase in trade payables by 375.63 lakhs and increase in provisions by 136.98 lakhs. There was also decrease in other current liabilities by 43.19 lakhs and tax paid of 134.94 Lakhs.

Fiscal 2025

Net cash generated from operating activities was 466.45 lakhs. Profit before tax was 606.18 lakhs. This included adjustments for depreciation and amortization expenses of 65.18 lakhs, finance costs of 225.00 lakhs, and working capital changes, such as an increase in trade receivables by 283.04 lakhs, increase in inventory by 176.49 lakhs, increase in other current assets by 4.23 lakhs, increase in other current liabilities by 67.09 lakhs and increase in provisions by 81.20 lakhs. There was also a decrease in loans and advances by 134.54 lakhs, decrease in trade payables by 108.36 lakhs and tax paid of 140.62 Lakhs.

Fiscal 2024

Net cash generated from operating activities was 35.50 lakhs. Profit before tax was 313.96 lakhs. This included adjustments for depreciation and amortization expenses of 65.26 lakhs, finance costs of 215.39 lakhs, and working capital changes, such as an increase in trade receivables by 127.32 lakhs, increase in inventory by 457.60 lakhs, increase in loans and advances by 223.00 lakhs, increase in trade payables 198.68 lakhs, decrease in other current liabilities by 28.58 lakhs and increase in short term provisions by 24.00 lakhs. There was also a decrease in other assets by 156.42 lakhs, increase in long-term liabilities by 41.72 lakhs and tax paid of 60.00 Lakhs.

Fiscal 2023

Net cash used from operating activities was 58.48 lakhs. Profit before tax was 114.92 lakhs. This included adjustments for depreciation and amortization expenses of 39.31 lakhs and finance costs of 137.22 lakhs, resulting in an operating profit before working capital changes of 291.46 lakhs. The working capital changes included an increase in trade receivables 175.31 lakhs, increase in inventory by 435.31 lakhs, increase in other assets by 160.73 lakhs, increase in trade payables by 357.38 lakhs, increase in short term provisions by 5.16 lakhs and increase in long-term liabilities by 60.60 lakhs. There was also a decrease in other current liabilities by 73.38 lakhs and a decrease in Short term Loans and Advances by 71.65 Lakhs.

Investing Activities

Six months ended September 30, 2025

Net cash generated from investing activity was nill as there was no investing activity from the company in this period.

Fiscal 2025

Net cash generated from investing activities was 0.12 lakhs in Fiscal 2025, on account of purchase of fixed assets of 25.35 lakhs and adjustment of Property, Plant & Equipment of 25.47 lakhs.

Fiscal 2024

Net cash generated from investing activities was 96.90 lakhs in Fiscal 2024, on account of purchase of fixed assets of 88.07 lakhs and adjustment of Property, Plant & Equipment of 184.97 lakhs.

Fiscal 2023

Net cash used from investing activities was 884.57 lakhs in Fiscal 2023, on account of purchase of fixed assets 1,741.36 lakhs and adjustment of Capital Work-in-Progress of 856.79 lakhs.

FINANCING ACTIVITIES

Six months ended September 30, 2025

Net cash used from financing activities was 77.84 lakhs, on account of net increase in borrowings from banks of 62.99 lakhs and interest paid of 140.82 lakhs.

Fiscal 2025

Net cash used in financing activities was 465.78 lakhs, on account of repayment of unsecured loans of 31.58 lakhs, net decrease in borrowing from banks of 201.87 lakhs, Money Paid towards Share Capital & Application Money of 7.33 lakhs and interest paid of 225.00 lakhs.

Fiscal 2024

Net cash used in financing activities was 143.19 lakhs, on account of repayment of unsecured loans of 95.08 lakhs, net increase in borrowing from banks of 167.28 lakhs and interest paid of 215.39 lakhs.

Fiscal 2023

Net cash generated in financing activities was 957.85 lakhs, net proceeds from bank borrowing of 1,057.74 lakhs, Money Received towards Share Capital & Application Money of 37.33 lakhs and interest paid of 137.22 lakhs.

INDEBTEDNESS

For details in relation to our financial indebtedness, please see "Financial Indebtedness" on page 286.

The following table sets forth certain information relating to our total borrowings and our repayment obligations in the periods indicated:

(Amount in lakhs)

Particulars	As of September 30, 2025	Fiscal 2025	Fiscal 2024	Fiscal 2023
Long term borrowings	837.58	858.56	1,046.94	1,362.32
Short term borrowings	1,094.37	1,010.40	1,055.47	667.89

Short-term borrowings are loans or credit facilities that are due for repayment within one year. All other loans or credit facilities are classified as long-term borrowings.

CONTINGENT LIABILITIES AND OFF-BALANCE SHEET ARRANGEMENTS

Contingent Liabilities of Phytochem Remedies (India) Limited are as follows:

PARTICULARS	As at 30.09.2025	As at 31.03.2025	As at 31.03.2024	As at 31.03.2023
Contingent Liabilities	-	-	-	-

We do not have any off-balance sheet arrangements, derivative instruments, swap transactions or relationships with affiliates or other unconsolidated entities or financial partnerships that would have been established for the purpose of facilitating off-balance sheet arrangements.

Commitments and contingencies

Except as disclosed in this Prospectus, there are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, and results of operations, liquidity, capital expenditures or capital resources that we believe are material to investors.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

The following table sets forth certain information relating to our future commitments:

Particulars	As of September 30, 2025
	Payment due by period
	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
	(Rs. lakhs)
Capital commitment (Net of advances)	Nil	Nil	Nil	Nil	Nil

CAPITAL EXPENDITURES

In the Six months ended September 30, 2025 and in Fiscal 2025, 2024 and 2023 and, our capital expenditure towards additions to fixed assets are set forth in the table below -

(Amount in lakhs)

Particulars	Six Months Ended September 30, 2025	Fiscal Year Ended March 31, 2025	Fiscal Year Ended March 31, 2024	Fiscal Year Ended March 31, 2023
Fixed Assets	-	25.35	88.07	1,741.36

RELATED PARTY TRANSACTIONS

We enter into various transactions with related parties in the ordinary course of business. These transactions principally include unsecured loans, and purchase of products.

For further information relating to our related party transactions, see "Restated Financial Statement Note 39 Restated Statement of Related Party Transactions " on page 260.

AUDITORS OBSERVATIONS

There have been no reservations, qualifications, matters of emphasis or adverse remarks in the Restated Financial Statement of our Company for the six months ended September 30, 2025 and for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 and the examination report thereon.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to the following risks arising from financial instruments:

Credit risk;

Liquidity risk

Market risk.

Currency risk; and

Interest risk

Risk Management Framework

The Board reviews the adequacy of the risk management framework in relation to the risks faced by us. The Board undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which will be also reported to the audit committee of our Company, if required.

Credit Risk

Credit risk is the potential financial loss resulting from the failure of default by counterparties to settle its financial and contractual obligations, as and when they fall due.

Liquidity risk

Liquidity risk is the risk that our Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Our Companys approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our Companys reputation.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, which will affect our Companys income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters.

Currency risk

Our Companys functionally currency is . Our Company undertakes transactions denominated in foreign currencies; consequently, exposure to exchange rate fluctuations arise. Volatility in exchange rates affect our Companys costs of imports, primarily in relation to other services.

Adverse movements in the exchange rate between the Rupee and any relevant foreign currency results in our Companys overall debt position in rupee terms without our Company having incurred additional debt and favourable movements in the exchange rates will conversely result in reduction in our Companys receivables in foreign currency.

Interest risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Companys exposure to the risk of changes in market interest rates relates primarily to its debt obligations with floating interest rates.

The Companys main interest rate risk arises from borrowings with variable rates, which expose the Company to cash flow interest rate risk.

UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS

To our knowledge, there have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance.

SIGNIFICANT ECONOMIC CHANGES THAT MATERIALLY AFFECT 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 that materially affect or are likely to affect income from continuing operations identified above under " Managements Discussion and Analysis of Financial Conditions and Results of Operations" and the section "Our Business" on pages 266 and 158, respectively.

KNOWN TRENDS OR UNCERTAINTIES

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 "Managements Discussion and Analysis of Financial Conditions and Results of Operations" and the uncertainties described in "Risk Factors" on pages 266 and 29, respectively. To our knowledge, except as discussed in this Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income from continuing operations.

FUTURE RELATIONSHIP BETWEEN COST AND INCOME

Other than as described in "Risk Factors", "Our Business" and "Managements Discussion and Analysis of Financial

Condition and Results of Operations" on pages 29, 158 and 266, respectively, to our knowledge there are no known factors that may adversely affect our business prospects, financial condition and results of operations.

NEW PRODUCTS OR BUSINESS SEGMENTS

Except as set out in this Prospectus, we have not announced and do not expect to announce in the near future any new products or business segments other than in the normal course of business.

COMPETITIVE CONDITIONS

We operate in a competitive environment. See "Our Business", "Industry Overview" and "Risk Factors" on pages 158, 121 and 29, respectively, for further information on competitive conditions that we face across our various business verticals.

EXTENT TO WHICH MATERIAL INCREASES IN NET SALES OR REVENUE ARE DUE TO INCREASED SALES VOLUME OR INCREASED SALES PRICES

Changes in revenue in the last three Fiscals and in the six months ended September 30, 2025 are as described in "Fiscal 2025 compared to Fiscal 2024", and Fiscal 2024 compared to Fiscal 2023" and Six months ended September 30, 2025" stated in the Chapter titled "Managements Discussion and Analysis of Financial Condition and Results of Operations" on page 266.

SEGMENT REPORTING

We do not have multiple segments during the year & hence segment wise disclosures have not been made.

SIGNIFICANT DEPENDENCE ON SINGLE OR FEW CUSTOMERS

Given the nature of our business operations, we are dependent on any single or few customers for our revenue from operations. For further information, see Risk Factors "As of September 30, 2025, we derive 51.62% of our revenue from our top ten customers, of which 41.01% of our revenue is derived from our top five customers and further, our top three customers collectively accounted for approximately 31.18% of our revenue. Loss of such customers or reduction in business from such customers will have a significant adverse impact on our business and results of operation." on page 30.

SIGNIFICANT DEVELOPMENTS AFTER SEPTEMBER 30, 2025 THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS

Except as disclosed in this Prospectus, to our knowledge no circumstances have arisen since September 30, 2025 that could materially and adversely affect or are likely to affect, the trading or profitability, or the value of our assets or our ability to pay our liabilities within the next 12 months.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR

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

The Board of our Company has approved to raise funds through initial public offering in the Board meeting held on May 30, 2024.