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Pine Labs Ltd Management Discussions

233.69
(-1.03%)
Nov 24, 2025|12:00:00 AM

Pine Labs Ltd Share Price Management Discussions

OPERATIONS

The following discussion is intended to convey our managements perspective on our financial condition and results of operations for the three months periods ended June 30, 2025 and June 30, 2024, and Fiscal Years 2025, 2024 and 2023. This section should be read together with "Risk Factors", "Industry Overview", "Our Business" and "Restated Consolidated Financial Information " on pages 60, 224, 252 and 332, respectively.

Our financial year ends on March 31 of each year. Accordingly, references to "Fiscal Year 2023 ", "Fiscal Year 2024" and "Fiscal Year 2025", are to the 12-month period ended March 31 of the relevant year. Financial information for the three months periods ended June 30, 2025 and June 30, 2024 is not indicative of the financial results for the full year and is not comparable with financial information for the years ended March 31, 2025, March 31, 2024 and March 31, 2023.

This Red Herring Prospectus includes the Restated Consolidated Financial Information of the Company that has been prepared under Ind AS notified under Section 133 of the Companies Act, 2013, and in accordance with requirements of Section 26 of Part I of Chapter III of the Companies Act, Paragraph (A) of Clause 11 (I) of Part A of Schedule VI of the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India as amended from time to time.

Our Company, Pine Labs Limited (the erstwhile Singapore entity) ("Pine Labs Singapore"), and the respective shareholders of our Company and Pine Labs Singapore filed a scheme of arrangement (the "Scheme") with the High Court of the Republic of Singapore ("Singapore High Court") and the National Company Law Tribunal, Chandigarh Bench ("NCLT") to effect an amalgamation between Pine Labs Singapore and our Company ("Amalgamation "), pursuant to which Pine Labs Singapore was dissolved without being wound up. The Scheme was approved by the Singapore High Court pursuant to an order dated May 9, 2024, and subsequently by the order of the NCLT dated April 9, 2025 read with the order of the NCLAT dated May 1, 2025. Pursuant to the Scheme and completion of the Amalgamation, inter alia, all the assets/ properties and liabilities of Pine Labs Singapore immediately before the Amalgamation were transferred to and now vest in our Company. The shareholders of Pine Labs Singapore as on June 6, 2025, being the record date as envisaged under the Scheme, became shareholders of our Company. Unless otherwise stated, the operational data in this section is presented as if the Scheme had been implemented with effect from April 1, 2022 (i.e., the beginning of the reporting periods covered).

Unless otherwise stated, the financial information in this section is presented on a restated consolidated basis and has been derived from our Restated Consolidated Financial Information included in this Red Herring Prospectus beginning on page 332. See, "Certain Conventions, Presentation of Financial, Industry and Market Data and Currency of Presentation?€”Industry and Market Data" on page 53.

Ind AS differs in certain respects from Indian GAAP, IFRS and U.S. GAAP and other accounting principles with which prospective investors may be familiar. 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 chapters entitled "Risk Factors" and "Forward-Looking Statements" on pages 60 and 58, respectively.

Industry and market data used in this section have been derived from the Redseer Report. The data included herein includes excerpts from the Redseer Report and may have been re-ordered by us for the purpose ofpresentation. There are no portions of or data or information in the Redseer Report which may be relevant for the proposed Offer, that has omitted out or changed in any manner. The Redseer Report has been commissioned by and paid for by our Company, exclusively in connection with the Offer for the purposes of confirming our understanding of the industry in which we operate. For further details and risks in relation to the Redseer Report, see "Risk Factors?€”59. Certain sections of this Red Herring Prospectus contain information from the Redseer Report which has been exclusively commissioned and paid for by us in relation to the Offer and any reliance on such information for making an investment decision in this offering is subject to inherent risks. " on page 92. The Redseer Report will form part of the material documents for inspection and has been made available on the website of our Company at www.pinelabs.com/investor-relations. The information in the following section is qualified in its entirety by, and should be read together with, the more detailed financial and other information included in this Red Herring Prospectus, including the information contained in "Risk Factors", "Industry Overview", and "Restated Consolidated Financial Information" on pages 60, 224 and 332, respectively.

OVERVIEW

We are a technology company digitizing commerce, through a suite of digital payments and issuing solutions and using our advanced technology infrastructure for merchants, consumer brands and enterprises, and financial institutions. We broadly categorize our offerings into Digital Infrastructure and Transaction Processing Platform and Issuing and Acquiring Platform, which we offer in India and a growing number of international markets including Malaysia, UAE, Singapore, Australia, the U.S. and Africa. Our "Digital Infrastructure and Transaction Platform" comprises in-store and online payment infrastructure, affordability, value added services ("VAS") such as dynamic currency conversion and transaction processing, and financial technology ("FinTech") infrastructure solutions and software applications. Our "Issuing and Acquiring Platform" comprises issuing, processing and distribution of prepaid solutions along with our unified issuing and acquirer processing platforms. Through our cloud-based software technology we help digitize, simplify and make commerce more secure for our ecosystem of merchants, consumer brands and enterprises, and financial institutions, ultimately empowering them to

serve consumers and enable consumption.

Our offerings enable multiple workflows for merchants, including digital payments across all channels, smooth integration with billing systems, rewards and loyalty program management, affordability for their end consumers, providing value-added services such as dynamic currency conversion and payment aggregation and digitizing their stores through business software applications. We have developed relationships with financial institutions through our offerings by being a technology partner for accepting payments at merchant stores, enabling acquiring at merchant stores through our technology, and enabling credit disbursal through our affordability solutions. In addition, we offer issuing and acquiring solutions to enable credit card, debit card, prepaid card and forex card issuances to consumers, and to enable merchant acquiring solutions. Combined, these offerings comprise a growth suite for our ecosystem of partners including merchants, consumer brands and enterprises and financial institutions. See "Our Business?€”Our Offerings" on page 267.

In Fiscal Year 2025, we processed payments of Rs11,424.97 billion in gross transaction value ("GTV") and 5.67 billion transactions through our platforms. As of June 30, 2025, we had 988,304 merchants, 716 consumer brands and enterprises (such as corporates and SMEs), and 177 financial institutions, who used our platforms to enable transactions quickly, securely and easily manage their business.

According to the Redseer Report, in India, our core market, we were the largest player in issuances of closed and semi-closed loop gift cards by transaction value in Fiscal Year 2025. We were also the largest digital affordability solution enablers at digital checkout points ("DCPs") in terms of total processed value, among the top five in-store digital platforms, and a prominent Bharat Connect transactions processing solutions provider in Fiscal Year 2025, according to the Redseer Report.

Commerce and financial technology infrastructure sector have evolved over the years, and we have also evolved our capabilities and solutions to address the changing needs of merchants, consumer brands and enterprises, and financial institutions. In 2012, we established a cloud based technology platform, which simplified in-store check-outs for merchants through integration of multiple acquirers and payment methods on a single platform. We further strengthened our ecosystem in 2013 by integrating with consumer brands and enterprises, and financial institutions to offer affordability solutions aimed at improving affordability for consumers and increasing transaction volume for consumer brands and enterprises, and financial institutions.

Since our incorporation, we have grown organically and inorganically through multiple acquisitions, which have been aimed at acquiring specific technology and product capabilities to further strengthen our offerings. For example, in 2019, we deepened our relationship with merchants by acquiring Qwikcilver (now known as Pine Labs Prepaid), which offers issuing solutions, processing and distribution of prepaid cards. According to Redseer Report, there was an accelerated shift to online for both merchants and consumers following the COVID pandemic. Therefore in 2021, we launched our proprietary online payment platform Plural (now known as Pine Labs Online), to provide merchants with an omni-channel payment suite. In 2022, through the acquisition of Mosambee, we expanded our access to small and medium merchants through in-store and online payment offerings and affordability solutions. Recognizing that India has a very large base of merchants of varying scale who are nascent in their digitization journey, according to the Redseer Report, we acquired QFix in 2022, which helped us add a workflow management tool for enabling smooth commerce transactions and digitizing small and medium sized merchants. To expand our solutions for ecosystem partners, in 2022 we acquired Setu to provide an API-enabled technology platform for digital public infrastructure across payments, data insights and identity, enabling financial institutions and billers smooth to facilitate onboarding, underwriting, unified payment interface ("UPI") acceptance, and collections. We further expanded our solutions for financial institutions through our strategic investment in Credit+ in 2023, through which we offer full stack issuing solutions, acquiring and transaction processing software offering financial institutions the capability to offer credit, debit, prepaid and forex cards and manage the life cycle of their consumers. For further details in relation to these acquisitions, see "History and Certain Corporate Matters?€”Details regarding material acquisitions or divestments of business/ undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10years" on page 294.

Continuously added new products, solutions and capabilities through innovations and acquisitions over the last 10 Fiscal

Years

Our customers comprise an ecosystem of 988,304 large, mid and small-sized merchants, 716 consumer brands and enterprises, and 177 financial institutions in India and across select international markets as of June 30, 2025. Our customer base spans industries such as department stores and retailers, supermarkets, e-commerce, restaurants, grocery, lifestyle, consumer electronics, healthcare, travel and hospitality, financial institutions and banks, FinTech companies, new-age technology companies as well as government organizations such as municipal corporations and state traffic police departments. We have integrated our solutions and partnered with large, marquee consumer brands and enterprises and financial institutions such as, Croma, and HDFC Bank, among others. Our relationship with some of these consumer brands and enterprises span over 10 years with increasing engagement and breadth and depth of offerings.

We broadly categorize our offerings into our Digital Infrastructure and Transaction Platform and Issuing and Acquiring Platform, which we offer to merchants, consumer brands and enterprises, and financial institutions in India, Malaysia, UAE, Singapore, Australia, the U.S. and Africa.

For more details on our business, see "Our Business" on page 252.

OUR BUSINESS MODEL Revenue

We derive revenue from (i) our "Digital Infrastructure and Transaction Platform" and (ii) our "Issuing and Acquiring Platform", which we offer to merchants, consumer brands and enterprises, and financial institutions. These offerings help to digitize, simplify and make commerce secure for our ecosystem of merchants, consumer brands and enterprises, and financial institutions, ultimately helping them to serve consumers and enable consumption. Our Digital Infrastructure and Transaction Platform comprises in-store and online payment infrastructure, "affordability", value added services ("VAS") and transaction processing, and financial technology ("FinTech") infrastructure solutions and software applications. Our Issuing and Acquiring Platform enables merchants and consumer brands and enterprises to create prepaid products that help them drive sales. We also

offer the technology infrastructure capabilities of our Issuing and Acquiring Platform to financial institutions to offer credit, debit, forex and prepaid instruments to their end consumers and to offer merchant acquiring services. The table below provides a breakdown of our revenue from operations by segment for the periods /years indicated.

Particulars For the three months period ended June 30, Fiscal Year
2025 2024 2025 2024 2023
Total Revenue from Digital Infrastructure and Transaction Platform 4,343.71 3,733.10 16,032.27 12,764.33 11,524.02
Total Revenue from Issuing and Acquiring Platform 1,815.39 1,491.09 6,710.47 4,931.13 4,452.56
Revenue from operations 6,159.10 5,224.19 22,742.74 17,695.46 15,976.58

Our standalone revenue from operations was Rs4,272.73 million, Rs3,729.44 million, Rs15,973.10 million, ^13,331.32 million and Rs12,907.32 million for the three months periods ended June 30, 2025 and June 30, 2024 and Fiscals 2025, 2024 and 2023, respectively. Our standalone revenue from operations refers to the revenue from operations of Pine Labs Limited at the entity level.

Revenue from Digital Infrastructure and Transaction Platform Our Digital Infrastructure and Transaction Platform encompasses:

(i) In-store and online infrastructure, which comprises comprehensive payment solutions, covering a range of payment methods, software solutions, billing integrations, settlements, and automated reconciliation, merchant-integrated dashboards, and remote and on-site servicing and omnichannel solutions including payment aggregation, tokenization, payouts;

(ii) Affordability, VAS and transaction processing, which comprises an affordability ecosystem connecting merchants, brands and credit issuers at checkout, real-time approval and fraud checks at the point of purchase, an offers and services platform, trade-ins and other VAS solutions including dynamic currency conversion and payment aggregation; and

(iii) FinTech infrastructure, which comprises an application programming interface ("APIs")-enabled technology platform, which allows financial institutions to accept UPI payments in their own apps, enables fast onboarding via eKYC and online contract execution, provides deep insights into consumers financial behaviour and integrates with financ ial institutions and service providers for payments, bill pay and other financial services.

Our fees for Digital Infrastructure and Transaction Platform vary by product type. We generate revenue from our Digital Infrastructure and Transaction Platform offerings in the following manner:

(i) In-store and online infrastructure: Our in-store infrastructure is significantly monetized via subscription fees for digital checkout point ("DCP") usage, sale of hardware, installation and deinstallation services, automation services, government subsidies and other related services such as annual maintenance. For Fiscal Year 2025, the average monthly revenue was Rs380.08 per DCP.

In the case of online payments, we earn revenue from each merchant that is calculated based on the value of transactions that are processed on our platform and the revenue from online payments was not significant in the three months periods ended June 30, 2025 and June 30, 2024, and in Fiscal Years 2025, 2024 and 2023, respectively.

(ii) Affordability, VAS and transaction processing: We earn fees primarily from merchants, consumer brands and enterprises and financial institutions, which are primarily linked to GTV processed on our platform. For Fiscal Year 2025, we earned an average revenue of approximately 38.46 basis points. This includes revenue generated from processing fees charged on in-store GTV linked solely to transaction-based revenue. In addition, we earn revenue from charging fees in respect of our VAS provided to our customers, including dynamic currency conversion.

(iii) FinTech infrastructure: We earn revenue through transaction linked fees that are calculated based on volume of transactions processed on our platform. For Fiscal Year 2025, we earned an average revenue of Rs0.93 per transaction.

We have only described our key service offerings. There may be other direct or incidental service offerings, which we believe are not significant. Given the nature of our services, they may be delivered in a combined or integrated manner across the three main categories described above.

Revenue from our Digital Infrastructure and Transaction Platform amounted to 70.53%, 71.46%, 70.49%, 72.13% and 72.13% of our revenue from operations in the three months periods ended June 30, 2025 and June 30, 2024, and in Fiscal Years 2025, 2024 and 2023, respectively.

Revenue from Issuing and Acquiring Platform

Our Issuing and Acquiring Platform enables merchants and consumer brands and enterprises to create prepaid products that

help them drive sales. Through our full stack Issuing and Acquiring Platform, we enable online and offline merchants to issue, process, distribute and manage digital and physical prepaid instruments to store and redeem value for a growing number of use cases including gifting, promotions, cashback, returns, rewards and incentives. We offer our technology infrastructure capabilities to financial institutions to offer credit, debit, forex and prepaid instruments to their end consumers and to offer merchant acquiring services. We earn fees based on GTV processed or distributed through our platform and by way of interest income on the funds held on behalf of customers. For Fiscal Year 2025, we earned an average revenue of approximately 130 basis points.

Revenue from our Issuing and Acquiring Platform amounted to 29.47%, 28.54%, 29.51%, 27.87% and 27.87% of our revenue from operations in the three months periods ended June 30, 2025 and June 30, 2024, and in Fiscal Years 2025, 2024 and 2023, respectively.

Other income

We also receive other income primarily in the form of interest income under the effective interest method on financial assets carried at amortised cost on bank deposits and security deposits, liabilities and provisions no longer required written back, gain on sale of property, plant and equipments. Other income amounted to Rs371.66 million, Rs125.99 million, Rs528.19 million, Rs546.13 million and Rs927.83 million in the three months periods ended June 30, 2025 and June 30, 2024, and in Fiscal Years 2025, 2024 and 2023 respectively.

Expenses

Our key expenses comprise (i) transaction and related costs, (ii) purchases of stock-in-trade, (iii) employee benefits expense,

(iv) finance costs, (v) depreciation and amortisation expense, and (vi) other expenses.

Transaction and related costs

Transaction and related costs primarily consist of certain cost incurred to provide services to the customer and are variable or semi variable in nature. This cost includes switch fees paid to payment service providers, Terminal ID fees, product listing fees on e-commerce marketplace, payment gateway charges, connectivity cost, spares and consumables etc.

Our transaction and related costs were Rs595.07 million, Rs610.16 million, Rs2,600.62 million, Rs2,274.73 million and Rs2,076.13 million in the three months periods ended June 30, 2025 and June 30, 2024, and in Fiscal Years 2025, 2024 and 2023, respectively.

Purchases of stock-in-trade

Purchase of stock-in trade primarily includes purchase of DCPs for upfront device sales to our clients, other hardware, certain prepaid cards.

Our purchases of stock-in-trade was Rs707.18 million, Rs509.40 million, Rs2,872.55 million, Rs1,433.91 million and Rs1,343.45 million in the three months periods ended June 30, 2025 and June 30, 2024, and in Fiscal Years 2025, 2024 and 2023, respectively.

Changes in inventories of stock-in-trade

Changes in inventories of stock-in-trade is the increase or decrease in the inventories between the beginning of the period and at the end of the respective period.

Employee benefits expense

Our employee benefits expense consists of annual salaries, wages and bonus, contribution to provident and other funds, employee share based payment expense, gratuity and staff welfare expenses.

Our employee benefits expense was Rs2,913.24 million, Rs2,328.21 million, Rs9,842.28 million, Rs8,872.97 million and Rs8,952.49 million in the three months periods ended June 30, 2025 and June 30, 2024 and in Fiscal Years 2025, 2024 and 2023, respectively.

Finance costs

Our finance costs primarily comprise interest expenses on financial liabilities measured at amortised cost for bank borrowings, loans from financial institutions, interest expense on lease liabilities and other finance costs.

Our finance costs was Rs214.17 million, Rs177.97 million, Rs789.61 million, Rs644.56 million and Rs357.34 million in the three months periods ended June 30, 2025 and June 30, 2024, and in Fiscal Years 2025, 2024 and 2023, respectively.

Depreciation and amortisation expense

We incur depreciation and amortisation expenses primarily related to DCPs and amortisation of software technology and

intangibles acquired as part of our acquisition of Qwikcilver, Mosambee, Fave and Setu.

Our depreciation and amortisation expense was Rs652.42 million, Rs719.04 million, Rs2,920.93 million, Rs3,627.73 million and Rs3,150.30 million in the three months periods ended June 30, 2025 and June 30, 2024, and in Fiscal Years 2025, 2024 and 2023, respectively.

Impairment losses on financial assets and contract assets

Our Impairment losses on financial assets and contracts assets primarily includes provision against the estimated credit loss or potential default on the trade receivables and contract assets. We follow the simplified approach for recognition of impairment loss allowance on trade receivables and contract assets. We determine the expected credit losses on these items by using flow rate, estimates based on historical credit loss experience of past due status of the debtors, adjusted as appropriate to reflect current conditions and estimates of future economic conditions. We also exercise judgment in specific cases and basis past experience makes additional impairment loss provisions. These include trade receivables associated with litigations, balances related to customer who have not transacted/ paid for more than a specific period and are identified as credit impaired.

Other expenses

Our other expenses primarily consist of other expenses, mainly comprising data center and cloud storage expenses, information technology expenses, advertisement, business promotion, third party manpower cost and legal and professional expenses.

Impairment of non-current Assets

Impairment of non-current assets primarily include impairment of obsolete DCPs, and impairment of intangibles.

Our Impairment of non-current assets was Rs3.46 million, Rs37.61 million, Rs87.21 million, Rs644.60 million and Rs84.54 million in the three months periods ended June 30, 2025 and June 30, 2024 and in Fiscal Years 2025, 2024 and 2023, respectively.

Exceptional Items

Our exceptional items include impairment of goodwill and impairment of other intangible assets acquired at the time of acquisition of Fave, based on internal management evaluation considering the recoverable value is less than the carrying value in Fiscal Year 2025, and the legal and professional expenses incurred in relation to a proposed initial public offering by Pine Labs Limited, Singapore (our erstwhile holding company) in Fiscal Year 2023.

Our exceptional items were nil, nil, Rs365.82 million, nil and Rs368.35 million, in the three months periods ended June 30, 2025 and June 30, 2024 and Fiscal Years 2025, 2024 and 2023, respectively.

SELECT OPERATIONAL KPIS

The following table sets out our select operational KPIs as of/for the periods/ years indicated.

Particulars As of / For the three months period ended June 30, As of March 31, / Fiscal Year
2025 2024 2025 2024 2023
Platform Gross Transaction Value (\u201cPlatform GTV\u201d) (1) ( Rs billion) 4,056.22 1,856.53 11,424.97 6,084.36 4,397.27
Digital Infrastructure and Transaction Platform GTV ( Rs billion) (2) 3,916.66 1,742.98 10,909.80 5,704.72 4,063.36
Affordability, VAS and Transaction Processing GTV (3) 592.82 478.99 2,011.63 1,420.15 1,002.75
Issuing and Acquiring Platform GTV ( Rs billion) (4) 139.56 113.55 515.17 379.64 333.91
Number of Transactions (billion) 1.75 1.12 5.68 3.44 2.57
Fintech Infrastructure Transactions (billion) (6) 0.25 0.11 0.71 0.25 0.09
Digital Check-out Points (7) (million) 1.84 1.55 1.78 1.39 1.19
Number of Merchants (thousand) 988.30 734.59 954.42 644.50 530.32
Prepaid Cards Issued (9) (million) 225.00 143.00 712.99 529.00 495.15

Notes:

(1) Platform GTV: Platform GTV is defined as the total transaction value processed through all our platforms.

(2) Digital Infrastructure and Transaction Platform GTV: Digital Infrastructure and Transaction Platform GTV is defined as the total transaction value processed through our Digital Infrastructure and Transaction Platform.

(3) Affordability, VAS and Transaction Processing GTV: Affordability, VAS and Transaction Processing GTV is defined as the total transaction value primarily processed for our Affordability solutions, Payment Aggregation, Dynamic Currency Conversion (DCC) and UPI offerings. This is a subset of entire Digital Infrastructure and Transaction Platform GTV.

(4) Issuing and Acquiring Platform GTV: Issuing and Acquiring Platform GTV represents the total value of either (i) funds loaded onto prepaid instruments (through activations and reloads), or (ii) redemptions made through certain prepaid instruments, net of returns and chargebacks. It also includes the sale value of prepaid cards distributed.

(5) Number of Transactions: Number of Transactions is defined as the aggregate number of transactions processed by the Group within all its product offerings.

(6) Fintech Infrastructure Transactions: Fintech Infrastructure Transactions is defined as transactions to facilitate payment to a payee or biller or a transaction to collect financial data from financial institutions.

(7) Digital check-out points (DCPs): Digital check-out points represent the number of live touchpoints (at the end of the period) at merchant stores powered by our platform.

(8) Number of Merchants: Number of Merchants are the unique customers that are using at least one product on our platform at the end of the respective period.

(9) Prepaid Cards Issued: Prepaid Cards Issued refers to number of prepaid cards issued and billed by the Group.

PRINCIPAL FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section discusses the principal factors that our management believes have had and will continue to have a significant effect on our financial condition and results of operations.

Macroeconomic environment in markets in which we operate

A significant portion of our revenue is generated in India, which is our core market. We also have a presence in Malaysia, UAE, Singapore, Australia, the U.S. and Africa. Our business is subject to political and economic conditions in these markets and their effect on employment rates, disposable income, propensity to spend, availability and demand for credit. Our merchants underlying business activity is linked to the macroeconomic environment, affecting our revenue as well as the adoption of our solutions by merchants.

Growth of digital payments and commerce solutions

Digital payments penetration has been rapidly increasing in our markets. Indias payments landscape has evolved from cash- heavy transactions to AI-driven digital ecosystems, with a significant shift towards digital wallets, UPI, and QR code adoption, driven by FinTech platforms and online commerce, according to the Redseer Report. As consumers increasingly prefer more flexible and innovative digital payment options, including affordability solutions, merchants cater to these consumers by deploying omni-channel strategies and offering a range of payment and affordability options. This shift to commerce becoming increasingly digital creates opportunities for us to power more transactions, which results in more revenue generating opportunities that can impact our financial performance. According to the Redseer Report, the GoI, the RBI, the NPCI and PIDF have played a pivotal role in driving the adoption of digital payments. According to the Redseer Report, multiple initiatives, such as UPI, low-cost payments network, RuPay, and two-factor authentication (using PIN as well as OTP/biometric verification) have increased digital transactions. According to the Redseer Report, a cornerstone of this transformation is the development of the India Stack, an integrated framework of digital tools, including Aadhaar UID, e-KYC, UPI, e-RUPI, DigiLocker and GSTN, enabling seamless identity verification, financial transactions, and regulatory compliance, which has led to the emergence of multiple form factors that have played a central role in driving digital transactions growth. According to the Redseer Report, the rising number of form factors have resulted in widespread merchant adoption of digital payments to offer convenience and flexibility in payment options to consumers. According to the Redseer Report, government initiatives like the Account Aggregator framework, Bharat Connect, UPI Switch, and enhanced e-KYC, e-Sign, OTP-based Aadhar verification processes have further enabled the rise of fintech infrastructure, driving seamless integration and innovation in digital transactions.

Growth in our ecosystem including our merchants, consumer brands and enterprises, and financial institutions

The growth of our ecosystem is a key driver of our business. The number of merchants, consumer brands and enterprises and financial institutions in our ecosystem is vital to our transaction volumes, and our ability to increase the number of such participants in our ecosystem will lead to increased transaction volumes, leading to more revenue generating opportunities. In particular, the number of merchants in our ecosystem is critical to our revenue monetization, which is a function of the number of devices used by the merchants multiplied by our average monthly revenue per device, which was Rs380.08 for Fiscal Year 2025. As of June 30, 2025, we had 988,304 merchants, 716 consumer brands in our ecosystem and had partnerships with 177 financial institutions.

Set out below is a diagram showing our merchants and DCPs for the three months periods ended June 30, 2025 and June 30, 2024 and Fiscal Years 2025, 2024 and 2023:

FY23 FY24 FY25 : 3M FY25 3M FY26 FY23 FY24 FY25 I 3M FY25 3M FY26

Notes:

(1) Number of Merchants: Number of Merchants are the unique customers that are using at least one product on our platform at the end of the respective period.

(2) Digital check-out points (DCPs): Digital check-out points represent the number of live touchpoints (at the end of the period) at merchant stores powered by our platform.

Our Digital Infrastructure and Transaction Platform are the foundation of our relationship with our merchants, consumer brands and enterprises, and financial institutions. As we scale our products, develop our solutions and products and penetrate existing relationships, we are able to increase the number of merchants on our platforms. Having more merchants increases the attractiveness of our platform to financial institutions who are likely to partner with us as an acquirer and as a credit partner. Financial institutions also serve as channels to acquire new merchants. An increase in the number of credit partners on our affordability solutions platform increases the attractiveness of our platform to consumers and consumer brands. Further, an increase in the number of merchants and financial institutions increases the attractiveness of our platform to consumer brands who seek broad and frictionless engagement with merchants and consumers, creating self-reinforcing network effects.

Increase in transaction volumes on our platform

Our financial performance is affected by our ability to increase transaction volumes across our Digital Infrastructure and Transaction Platform. We have also been able to increase transaction volume from existing merchants by offering multiple digital payments options, affordability solutions, and issuing, processing and distribution of their prepaid cards. Increasing penetration of digital payments as compared to traditional cash-based payments is expected to increase transaction volume across our Digital Infrastructure and Transaction Platform. Set out below is a chart showing the increase in our GTV for Digital Infrastructure and Transaction Platform for the three months periods ended June 30, 2025 and June 30, 2024 and Fiscal Years 2025, 2024 and 2023:

Note:

(1) Digital Infrastructure and Transaction Platform GTV: Digital Infrastructure and Transaction Platform GTV is defined as the total transaction value processed through our Digital Infrastructure and Transaction Platform.

On the Fintech Infrastructure side, we witnessed significant growth in the volumes led by recent onboarding of some new fintech clients along with the scale up of an existing large client. Set our below is a chart showing our FinTech infrastructure

transactions for the three months periods ended June 30, 2025 and June 30, 2024 and Fiscal Years 2025, 2024 and 2023:

Note:

(1) Fintech Infrastructure Transactions: Fintech Infrastructure Transactions is defined as transactions to facilitate payment to a payee or biller or a transaction to collect financial data from financial institutions.

Revenue from our Issuing and Acquiring Platform is driven by our ability to identify and develop new use cases across prepaid, debit and credit issuing and processing; provide wider solutions including refunds, consumer promotions, wallets, mobility, meals and expense management; continue to expand brand partnerships; scale in international markets including in Southeast Asia, the Middle East and Australia, and the USA.

Our revenues on our Issuing and Acquiring Platform segment are mostly generated from processing and distribution, which are charged as a function of the GTV and by way of interest income on the funds held on behalf of customers. Set out below are charts showing the number of prepaid cards issued and our Issuing, Processing and Distribution GTV for the three months periods ended June 30, 2025 and June 30, 2024 and Fiscal Years 2025, 2024 and 2023:

Notes:

(1) Prepaid Cards Issued: Prepaid Cards Issued refers to number of prepaid cards issued and billed by the Group.

(2) Issuing and Acquiring Platform GTV: Issuing and Acquiring Platform GTV represents the total value of either (i) funds loaded onto prepaid instruments (through activations and reloads), or (ii) redemptions made through certain prepaid instruments, net of returns and chargebacks. It also includes the sale value of prepaid cards distributed.

Cross-selling of existing and new solutions

We provide a comprehensive payments ecosystem that caters to our customers evolving needs. By addressing our customers operational and strategic needs, from managing their prepaid programs to offering customizable payment solutions, we aim to create a compelling value proposition that drives sustained customer engagement, retention, and revenue growth through crosssell opportunities.

Through our platform, we offer multiple products, including online payments, affordability solutions, loyalty and analytics, and

FinTech infrastructure solutions. We have also introduced diverse tools and applications, such as omni channel onboarding solutions which streamline business operations, as well as data analysis capabilities from which merchants and consumer brands and enterprises and financial institutions are able to derive valuable insights. These offerings encourage reliance on our platform at every stage of the business lifecycle, which creates revenue generating cross selling opportunities for us while empowering merchants and consumer brands and enterprises and financial institutions.

Adjusted Operating Costs and Margins

Our financial performance is additionally dependent on our ability to manage our Adjusted Operating Costs, which is, the aggregate of (i) transaction and related costs, (ii) purchases of stock-in-trade, (iii) changes in inventories of stock-in-trade, (iv) employee benefits expense (excluding employee share based payment expense) and (v) other expenses, less foreign exchange loss (net), less legal and professional expense relating to fund raising, acquisition and restructuring and less employment incentive linked to acquisitions. Adjusted Operating Costs does not include finance costs, depreciation and amortisation expenses, impairment of non-current assets and impairment losses on financial assets and contract assets.

Our total expenses were Rs6,578.63 million, Rs5,596.68 million, Rs24,269.01 million, Rs22,217.25 million and Rs19,430.66 million in the three months period ended June 30, 2025, in the three months period ended June 30, 2024 and in Fiscal Years 2025, 2024 and 2023.

Set out below is a chart showing our Adjusted Operating Costs for the three months periods ended June 30, 2025 and June 30, 2024 and Fiscal Years 2025, 2024 and 2023:

Notes:

(1) Adjusted Operating Costs is the aggregate of transaction and related costs, purchases of stock-in-trade, changes in inventories of stock-in-trade, employee benefits expense (excluding employee share based payment expense) and other expenses, less foreign exchange loss (net), less legal and professional expense relating to fund raising, acquisition and restructuring. Adjusted Operating Costs is a non-GAAP measure. For a reconciliation of non-GAAP measures, see "?€”Non-GAAP Measures" on page 462.

(2) Employee benefits expense (excluding employee share based payment expense) is calculated as employee benefits expense less employee share based payment expense. Employee benefits expense (excluding employee share based payment expense) is a non-GAAP measure. For a reconciliation of non- GAAP measures, see "?€”Non-GAAP Measures" on page 462.

Adjusted Operating Cost

Our adjusted operating cost was Rs4,879.72 million, Rs4,231.74 million, Rs18,969.28 million, Rs15,967.64 million and Rs13,809.15

million in the three months periods ended June 30, 2025 and June 30, 2024 and in Fiscal Years 2025, 2024 and 2023, respectively. For a reconciliation of non-GAAP measures, see "?€”Non-GAAP Measures" on page 462.Contribution Margin Set out below is a chart showing our Contribution Margin for the three months periods ended June 30, 2025 and June 30, 2024,and in Fiscal Years 2025, 2024 and 2023:

Note:

(1) Contribution Margin is calculated by deducting the transaction and related costs, purchases of stock-in-trade and changes in inventories of stock-intrade (excluding attributable employee benefits expense, finance costs, depreciation and amortisation expenses, Impairment of non-current assets, Impairment losses on financial assets and contract assets and other expenses) from revenue from operations for the period/year. Contribution Margin as a percentage of revenue from operations is Contribution Margin divided by revenue from operations for the year/period. Contribution Margin from Digital Infrastructure and Transaction Platform is calculated by deducting the transaction and related costs, purchases of stock-in-trade and changes in inventories of stock-in-trade (excluding attributable employee benefits expense, finance costs, depreciation and amortisation expenses, Impairment of non-current assets, Impairment losses on financial assets and contract assets and other expenses) from revenue from operations for the period/year pertaining to Digital Infrastructure and Transaction Platform. Contribution Margin from Digital Infrastructure and Transaction Platform is calculated by deducting the transaction and related costs, purchases of stock-in-trade and changes in inventories of stock-in-trade (excluding attributable employee benefits expense, finance costs, depreciation and amortisation expenses, Impairment of non-current assets, Impairment losses on financial assets and contract assets and other expenses) from revenue from operations for the period/year pertaining to Issuing and Acquiring Platform. For a reconciliation of non-GAAP measures, see "Managements Discussion and Analysis of Financial Condition and Results of Operations?€”Non-GAAP Measures" on page 462.

Our revenue from operations were Rs6,159.10 million, Rs5,224.19 million, Rs22,742.74 million, Rs17,695.46 million, and Rs15,976.58 million in the three months periods ended June 30, 2025 and June 30, 2024 and in Fiscal Years 2025, 2024 and 2023, respectively. Our Contribution Margin was Rs4,797.89 million, ^4,117.55 million, Rs17,288.83 million, Rs13,853.85 million and Rs12,810.37 million, representing 77.90%, 78.82%, 76.02%, 78.29% and 80.18% of our revenue from operations in the three months periods ended June 30, 2025 and June 30, 2024 and in Fiscal Years 2025, 2024 and 2023, respectively. For a reconciliation of non-GAAP measures, see "Managements Discussion and Analysis of Financial Condition and Results of Operations?€”Non-GAAP Measures" on page 462.

Our profit/ (loss) for the period/year was Rs47.86 million, Rs(278.89) million, Rs(1,454.87) million, Rs(3,419.03) million and Rs(2,651.45) million in the three months periods ended June 30, 2025 and June 30, 2024 and in Fiscal Years 2025, 2024 and 2023.

Adjusted EBITDA and Adjusted EBITDA Margin

Set out below is a chart showing our Adjusted EBITDA and Adjusted EBITDA Margin for the three months periods ended June 30, 2025 and June 30, 2024 and in Fiscal Years 2025, 2024 and 2023:

Notes:

(1) Adjusted EBITDA: Adjusted EBITDA which is calculated as EBITDA less (i) other income; plus (ii) impairment of non-current assets; plus (iii) exceptional items; plus (iv) employee share based payment expense; plus (v) foreign exchange loss (net); plus (vi) liabilities and provisions no longer required written back; plus (vii) legal and professional expense relating to fund raising, acquisition and restructuring; plus (viii) employment incentive linked to acquisitions less (ix) Liability written back on settlement of purchase consideration payable. Adjusted EBITDA does not include certain components of other income, namely interest income under the effective interest method on financial assets carried at amortised cost on bank deposits, interest income under the effective interest method on financial assets carried at amortised cost on security deposits, interest income under the effective interest method on financial assets carried at amortised cost on finance lease, interest on income tax refunds, gain on sale of property, plant and equipment, liability written back on settlement of purchase consideration payable, net gain on lease termination, net gain arising on financial assets mandatorily measured at FVTPL on fair valuation income on derivative call option, gain on sale of mutual funds and fair valuation gain of mutual funds and miscellaneous income. EBITDA is earnings before interest, tax, depreciation and amortisation expenses which is calculated as profit/(loss) for the period/year plus (i) tax expenses; plus (ii) finance costs; plus (iii) depreciation and amortisation. For a reconciliation of non-GAAP measures, see "Managements Discussion and Analysis of Financial Condition and Results of Operations?€”Non-GAAP Measures" on page 462.

(2) Adjusted EBITDA Margin: Adjusted EBITDA Margin is Adjusted EBITDA divided by revenue from operations for the year/period. For a reconciliation of non-GAAP measures, see "Managements Discussion and Analysis of Financial Condition and Results of Operations?€”Non-GAAP Measures" on page 462.

Our Adjusted EBITDA was Rs1,205.62 million, Rs901.40 million, Rs3,567.16 million, Rs1,582.01 million and Rs1,967.95 million and our Adjusted EBITDA Margin was 19.57%, 17.25%, 15.68%, 8.94% and 12.32% in the three months periods ended June 30, 2025 and June 30, 2024 and in Fiscal Years 2025, 2024 and 2023, respectively. For a reconciliation of non-GAAP measures,

see "Managements Discussion and Analysis of Financial Condition and Results of Operations?€”Non-GAAP Measures" on page 462.

SUMMARY RESULTS OF OPERATIONS

Our Restated Consolidated Financial Information comprises the restated consolidated statement of assets and liabilities as of June 30, 2025, June 30, 2024, March 31, 2025, March 31, 2024 and March 31, 2023, the restated consolidated statement of profit and loss, the restated consolidated statement of cashflows, the restated consolidated statement of changes in equity and the notes forming part to our Restated Consolidated Financial Information for each of the three months periods ended June 30, 2025 and June 30, 2024 and Fiscal Years 2025, 2024 and 2023.

The following table sets forth select financial data from our restated consolidated statement of profit and loss for the periods/years indicated, the components of which are also expressed as a percentage of total income for such periods/ years.

For the three months p eriod ended June 30, Fiscal Year
Particulars 2025 2024 2025 2024 2023
Amount % of Total Income Amount % of Total Income Amount % of Total Income Amount % of Total Income Amount % of Total Income
Income
Revenue from operations 6,159.10 94.31% 5,224.19 97.65% 22,742.74 97.73% 17,695.46 97.01% 15,976.58 94.51%
Other income 371.66 5.69% 125.99 2.35% 528.19 2.27% 546.13 2.99% 927.83 5.49%
T otal income 6,530.76 100.00% 5,350.18 100.00% 23,270.93 100.00% 18,241.59 100.00% 16,904.41 100.00%
Expenses
Transaction and related costs 595.07 9.11% 610.16 11.40% 2,600.62 11.18% 2,274.73 12.47% 2,076.13 12.28%
Purchases of stock-in-trade 707.18 10.83% 509.40 9.52% 2,872.55 12.34% 1,433.91 7.86% 1,343.45 7.95%
Changes in inventories of stock-in-trade 58.96 0.90% (12.92) (0.24%) (19.26) (0.08%) 132.97 0.73% (253.37) (1.50%)
Employee benefits expense 2,913.24 44.61% 2,328.21 43.52% 9,842.28 42.29% 8,872.97 48.64% 8,952.49 52.96%
Finance costs 214.17 3.28% 177.97 3.33% 789.61 3.39% 644.56 3.53% 357.34 2.11%
Depreciation and amortisation expenses 652.42 9.99% 719.04 13.44% 2,920.93 12.55% 3,627.73 19.89% 3,150.30 18.64%
Impairment of non-current assets 3.46 0.05% 37.61 0.70% 87.21 0.37% 644.60 3.53% 84.54 0.50%
Impairment losses on financial assets and contract assets 136.26 2.09% 120.65 2.26% 300.96 1.29% 185.03 1.01% 245.21 1.45%
Other expenses 1,297.87 19.87% 1,106.56 20.68% 4,874.11 20.95% 4,400.75 24.12% 3,474.57 20.55%
T otal expenses 6,578.63 100.73% 5,596.68 104.61% 24,269.01 104.29% 22,217.25 121.79% 19,430.66 114.94%
(Loss) before share of loss of associate, exceptional items and tax (47.87) (0.73%) (246.50) (4.61%) (998.08) (4.29%) (3,975.66) (21.79%) (2,526.25) (14.94%)
Share in net loss of an associate (0.62) (0.01%) - - 0.00* 0.00% - - - -
Loss before exceptional items and tax (48.49) (0.74%) (246.50) (4.61%) (998.08) (4.29%) (3,975.66) (21.79%) (2,526.25) (14.94%)
Exceptional items - - - - 365.82 1.57% - - 368.35 2.18%
Loss before tax (48.49) (0.74%) (246.50) (4.61%) (1,363.90) 5.86% (3,975.66) (21.79%) (2,894.60) (17.12%)
T ax Expense
Current tax 43.19 0.66% 55.21 1.03% 177.85 0.76% 104.65 0.57% 74.25 0.44%
Deferred tax (139.54) (2.14%) (22.82) (0.43%) (86.88) (0.37%) (661.28) (3.63%) (317.40) (1.88%)
T otal tax expense/ (credit) (96.35) (1.48%) 32.39 0.61% 90.97 0.39% (556.63) (3.05%) (243.15) (1.44%)
Profit/ (loss) for the period/ year 47.86 0.73% (278.89) (5.21%) (1,454.87) (6.25%) (3,419.03) (18.74%) (2,651.45) (15.68%)
Other Comprehensive Income (OCI)
Items that will not be reclassified subsequently to profit or loss
Remeasurement of defined benefit liability (7.70) (0.12%) (2.57) (0.05%) (19.90) (0.09%) 25.59 0.14% 24.96 0.15%
Fair value changes on equity investments through OCI 67.90 1.04% 59.29 1.11% 59.29 0.25% 35.23 0.19% 37.43 0.22%
Income tax relating to these items (7.97) (0.12%) 1.19 0.02% 8.20 0.04% (15.30) (0.08%) (15.10) (0.09%)
Items that may be reclassified subsequently to profit or loss
Foreign exchange differences on translation of foreign operations (9.29) (0.14%) 0.13 0.00% (0.34) (0.00%) 20.56 0.11% 128.40 0.76%
Other comprehensive income for the period/ year, net of tax 42.94 0.66% 58.04 1.08% 47.25 0.20% 66.08 0.36% 175.69 1.04%
Total comprehensive income/ (loss) for the period/ year 90.80 1.39% (220.85) (4.13%) (1,407.62) (6.05%) (3,352.95) (18.38%) (2,475.76) (14.65%)

*Amounts less than Rs0.01 million.

The table below provides a breakdown of our revenue from operations by operating segment for the periods/ years indicated.

Particulars For the three months period ended June 30, Fiscal Year
2025 2024 2025 2024 2023
(t million)
Total Revenue from Digital Infrastructure and Transaction Platform 4,343.71 3,733.10 16,032.27 12,764.33 11,524.02
Total Revenue from Issuing and Acquiring Platform 1,815.39 1,491.09 6,710.47 4,931.13 4,452.56
Revenue from operations 6,159.10 5,224.19 22,742.74 17,695.46 15,976.58

The table below provides our Profit/(Loss) for the period/year and a breakdown of our Restated Consolidated Contribution Margin for the periods/ years indicated.

Particulars For the three months period ended June 30, Fiscal Year
2025 2024 2025 2024 2023
(t million, unless otherwise indicated)
Profit/(Loss) for the period/year 47.86 (278.89) (1,454.87) (3,419.03) (2,651.45)
Contribution Margin from Digital Infrastructure and Transaction Platform 3,664.58 3,221.14 13,264.51 10,418.17 9,296.91
Contribution Margin from Issuing and Acquiring Platform 1,133.31 896.41 4,024.32 3,435.68 3,513.46
Contribution Margin (A) 4,797.89 4,117.55 17,288.83 13,853.85 12,810.37
Revenue from operations (B) 6,159.10 5,224.19 22,742.74 17,695.46 15,976.58
Contribution Margin as a percentage of revenue from operations (%) (C = A/B) 77.90% 78.82% 76.02% 78.29% 80.18%

The table below provides a breakdown of our revenue from operations for the periods/ years indicated.

Particulars For the three months period ended June 30, Fiscal Year
2025 2024 2025 2024 2023
(t million, unless otherwise indicated)
Revenue from external customers - India 5,215.85 4,428.22 19,365.17 15,759.87 14,618.15
Revenue from external customers - India as a percentage of revenue from operations (%) 84.69% 84.76% 85.15% 89.06% 91.50%
Revenue from external customers - Outside India 943.25 795.97 3,377.57 1,935.59 1,358.43
Revenue from external customers - Outside India as a percentage of revenue from operations (%) 15.31% 15.24% 14.85% 10.94% 8.50%
Revenue from operations 6,159.10 5,224.19 22,742.74 17,695.46 15,976.58

Comparisons of our results of operations are presented below.

Three months period ended June 30, 2025 compared to the three months period ended June 30, 2024 Revenue from operations

Our revenue from operations increased by Rs934.91 million, or 17.90% to Rs6,159.10 million in the three months period ended June 30, 2025, from Rs5,224.19 million in three months period ended June 30, 2024, primarily due to increase in revenue from our Digital Infrastructure and Transaction Platform and Issuing and Acquiring Platform segments.

Revenue from Digital Infrastructure and Transaction Platform increased by Rs610.61 million, or 16.36% to Rs4,343.71 million in the three months period ended June 30, 2025, from Rs3,733.10 million in the three months period ended June 30, 2024, primarily attributable to an increase in DCPs to 1.84 million for the three months period ended June 30, 2025 from 1.53 million for the three months period ended June 30, 2024 and significant increases in our affordability solutions transaction volumes and our fintech infrastructure transactions volume.

Revenue from our Issuing and Acquiring Platform increased by Rs324.30 million or 21.75% to Rs 1,815.39 million in the three months period ended June 30, 2025, from Rs1,491.09 million in three months period ended June 30, 2024, primarily driven by an increase in Issuing and Acquiring Platform GTV by Rs26.00 billion or 22.91% to Rs139.56 billion in the three months period ended June 30, 2025, from Rs113.55 billion in the three months period ended June 30, 2024 along with growth in our Credit+ business. The increase in Issuing and Acquiring Platform GTV was primarily attributable to a wider range of offerings available to our customers during the period and scaling up of our international client portfolio.

Other income

Other income increased by Rs245.67 million, or 194.99% to Rs371.66 million in the three months period ended June 30, 2025, from Rs125.99 million in the three months period ended June 30, 2024, largely due to a gain recognized for liability written back

453

on settlement of purchase consideration payable and foreign exchange gains.

Total expenses

Our total expenses increased by Rs981.95 million, or 17.55% to Rs6,578.63 million in the three months period ended June 30, 2025 from Rs5,596.68 million in the three months period ended June 30, 2024, primarily due to increase in employee benefits expense, purchases of stock-in-trade and other expenses. Our total expenses as a percentage total income was 100.73% in the three months period ended June 30, 2025, as compared to 104.61% in the three months period ended June 30, 2024.

Transaction and related costs

Our transaction and related costs decreased by Rs15.09 million, or 2.47%, to Rs595.07 million in the three months period ended June 30, 2025 from Rs610.16 million in the three months period ended June 30, 2024, primarily due to lower SMS expense and payment gateway charges.

Purchases of stock-in-trade

Our purchases of stock-in-trade increased by Rs197.78 million, or 38.83% to Rs707.18 million in the three months period ended June 30, 2025 from Rs509.40 million in the three months period ended June 30, 2024, primarily due to an increase in inventories related to terminals, soundboxes, and hardware, in line with an increase in demand for our digital payment solutions, procurement of gift cards in line with growth of our Issuing and Acquiring Platform during the three months period ended June 30, 2025.

Changes in inventories of stock-in-trade

Our changes in inventories of stock-in-trade increased by Rs71.88 million, or 556.35%, to Rs58.96 million in the three months period ended June 30, 2025 from Rs(12.92) million in the three months period ended June 30, 2024, primarily due to adjustments in inventory levels, in line with the increase in revenue from operations.

Employee benefits expense

Our employee benefits expense increased by Rs585.03 million or 25.13% to Rs2,913.24 million in the three months period ended June 30, 2025 from Rs2,328.21 million in the three months period ended June 30, 2024 primarily due to annual inflation in salaries, wages and bonus. In addition there was an increase in employee share based payment expense to Rs660.48 million in the three months period ended June 30, 2025 from Rs295.10 million in the three months period ended June 30, 2024 primarily relating to the settlement of cash settled awards. In addition, during the three months period ended June 30, 2025, we modified the exercise price and vesting period of certain equity settled grants which resulted in incremental costs of Rs120.95 million.

Finance costs

Our finance costs increased by Rs36.20 million, or 20.34%, to Rs214.17 million in the three months period ended June 30, 2025 from Rs177.97 million in the three months period ended June 30, 2024 primarily due to higher interest expenses on financial liabilities measured at amortised cost for bank borrowings, which were incurred to finance and support the companys business operations, including working capital requirements and day-to-day operations.

Depreciation and amortisation expenses

Our depreciation and amortisation expenses decreased by Rs66.62 million, or 9.27%, to Rs652.42 million in the three months period ended June 30, 2025 from Rs719.04 million in the three months period ended June 30, 2024, primarily due to lower amortization of acquired intangibles due to completion of useful life.

Impairment of non-current assets

Our impairment losses of non-current assets decreased by Rs34.15 million, or 90.80% to Rs3.46 million in the three months period ended June 30, 2025 from Rs37.61 million in the three months period ended June 30, 2024, primarily driven by impairment of intangible assets under development in the three months period ended June 30, 2024.

Impairment losses on financial assets and contract assets

Our impairment losses on financial assets and contract assets increased by Rs15.61 million, or 12.94%, to Rs136.26 million in the three months period ended June 30, 2025 from Rs120.65 million in the three months period ended June 30, 2024, primarily due to an increase in provision for losses on trade receivables from customers.

Other expenses

Our other expenses increased by Rs191.31 million, or 17.29%, to Rs1,297.87 million in the three months period ended June 30, 2025 from Rs1,106.56 million in the three months period ended June 30, 2024, primarily due to increases in (i) data centre and cloud storage expenses to Rs293.96 million in the three months period ended June 30, 2025 from Rs202.55 million in the three months period ended June 30, 2024 on account of higher volumes and new product development, (ii) information technology expenses to Rs216.17 million in the three months period ended June 30, 2025 from Rs208.88 million in the three months period

ended June 30, 2024, and (iii) third party manpower cost to Rs213.42 million in the three months period ended June 30, 2025 from Rs192.01 million in the three months period ended June 30, 2024. There were also increases in advertisement and business promotion expenses to Rs141.17 million in the three months period ended June 30, 2025 from Rs125.42 million in the three months period ended June 30, 2024 and travel expenses to Rs120.39 million in the three months period ended June 30, 2025 from Rs79.05 million in the three months period ended June 30, 2024, among others.

Share in net loss of an associate

We recorded our share of net loss in an associate entity of Rs0.62 million in the three months period ended June 30, 2025,which was nil in the three months ended June 30, 2024.

Loss before tax

As a result of the foregoing factors, our loss before tax decreased by Rs198.01 million, or 80.32%, to a loss of Rs48.49 million in the three months period ended June 30, 2025 from a loss of Rs246.50 million in the three months period ended June 30, 2024.

Total tax expense

Our total tax expense decreased by Rs128.74 million, to a credit of Rs96.35 million in the three months period ended June 30, 2025 from a debit of Rs32.39 million in the three months period ended June 30, 2024, primarily due to the increase in deferred tax assets on temporary differences and unabsorbed depreciation.

Profit/ (Loss) for the period

We recorded a profit for the period of Rs47.86 million in the three months period ended June 30, 2025 from a loss for the period of Rs278.89 million in the three months period ended June 30, 2024, largely due to (a) a 22.07% increase in total income to Rs6,530.76 million in the three months period ended June 30, 2025 from Rs5,350.18 million in the three months period ended June 30, 2024, comprising (i) an 17.90% increase in revenue from operations to Rs6,159.10 million in the three months period ended June 30, 2025 from Rs5,224.19 million in the three months period ended June 30, 2024 and (ii) a 194.99% increase in other income to Rs371.66 million in the three months period ended June 30, 2025 from Rs125.99 million in the three months period ended June 30, 2024, even as (b) total expenses increased by 17.55% to Rs6,578.63 million in the three months period ended June 30, 2025 from Rs5,596.68 million in the three months period ended June 30, 2025, primarily as a result of (i) a 25.13% increase in employee benefits expense to Rs2,913.24 million in the three months period ended June 30, 2025 from Rs2,328.21 million in the three months period ended June 30, 2024 which was primarily due to an increase in annual inflation in salaries, wages and bonus to Rs2,090.62 million in the three months period ended June 30, 2025 from Rs1,878.47 million in the three months period ended June 30, 2024 and an increase in employee share based payment expense to Rs660.48 million in the three months period ended June 30, 2025 from Rs295.10 million in the three months period ended June 30, 2024 primarily relating to the settlement of cash settled awards. In addition, during the three months period ended June 30, 2025, we modified the exercise price and vesting period of certain equity settled grants which resulted in incremental costs of Rs120.95 million. and (ii) an increase in other expenses by 17.29%, to Rs1,297.87 million in the three months period ended June 30, 2025 from Rs1,106.56 million in the three months period ended June 30, 2024, primarily due to increases in data centre and cloud storage expenses to Rs293.96 million in the three months period ended June 30, 2025 from Rs202.55 million in the three months period ended June 30, 2024 on account of higher volumes and new product development, information technology expenses to Rs216.17 million in the three months period ended June 30, 2025 from Rs208.88 million in the three months period ended June 30, 2024, and third party manpower cost to Rs213.42 million in the three months period ended June 30, 2025 from Rs192.01 million in the three months period ended June 30, 2024.

Fiscal Year 2025 compared to Fiscal Year 2024

Revenue from operations

Our revenue from operations increased by Rs5,047.28 million, or 28.52% to Rs22,742.74 million in Fiscal Year 2025, from Rs17,695.46 million in Fiscal Year 2024, primarily due to increase in revenue from our Digital Infrastructure and Transaction Platform and Issuing and Acquiring Platform segments.

Revenue from Digital Infrastructure and Transaction Platform increased by Rs3,267.94 million, or 25.60% to Rs16,032.27 million in Fiscal Year 2025, from Rs12,764.33 million in Fiscal Year 2024, primarily attributable to an increase in DCPs to 1.78 million for Fiscal Year 2025 from 1.39 million for Fiscal Year 2024 and significant increases in our affordability solutions transaction volumes and our fintech infrastructure transactions volume.

Revenue from our Issuing and Acquiring Platform increased by Rs1,779.34 million or 36.08% to Rs6,710.47 million in Fiscal Year 2025, from Rs4,931.13 million in Fiscal Year 2024, primarily driven by an increase in Issuing and Acquiring Platform GTV by Rs135.53 billion or 35.70% to Rs515.17 billion in Fiscal Year 2025, from Rs379.64 billion in Fiscal Year 2024 along with our strategic investment in Credit+. The increase in Issuing and Acquiring Platform GTV was primarily attributable to a wider range of offerings available to our customers during the period and scaling up of our international client portfolio.

Other income

Other income decreased by Rs17.94 million, or 3.28% to Rs528.19 million in Fiscal Year 2025, from Rs546.13 million in Fiscal Year 2024, primarily due to a decrease in interest income from bank deposits and income tax refund being partially offset by foreign exchange gain and provisions and liabilities no longer needed written back.

Our total expenses increased by Rs2,051.76 million, or 9.23% to Rs24,269.01 million in Fiscal Year 2025 from Rs22,217.25 million in Fiscal Year 2024, primarily due to increases in purchases of stock-in-trade, employee benefits expense and transaction and related costs, partially offset by a decrease in depreciation and amortisation expenses and impairment of non-current assets. Our total expenses as a percentage total income was 104.29% in Fiscal Year 2025, as compared to 121.79% in Fiscal Year 2024.

Transaction and related costs

Our transaction and related costs increased by Rs325.89 million, or 14.33%, to Rs2,600.62 million in Fiscal Year 2025 from Rs2,274.73 million in Fiscal Year 2024, primarily due to increase in the connectivity expense including GPRS and SMS cost in line with growth in DCPs. Additionally, transaction cost and listing fees increase in line with increase in revenue from operations

Purchases of stock-in-trade

Our purchases of stock-in-trade increased by Rs1,438.64 million, or 100.33% to Rs2,872.55 million in Fiscal Year 2025 from Rs1,433.91 million in Fiscal Year 2024, primarily due to an increase in inventories related to terminals, soundboxes, and hardware, in line with an increase in demand for our digital payment solutions, procurement of gift cards in line with growth of our Issuing and Acquiring Platform in Fiscal Year 2025

Changes in inventories of stock-in-trade

Our changes in inventories of stock-in-trade decreased by Rs152.23 million, or 114.48%, to ( Rs19.26 million) in Fiscal Year 2025 from Rs132.97 million in Fiscal Year 2024, primarily due to adjustments in inventory levels, in line with the increase in revenue from operations.

Employee benefits expense

Our employee benefits expense increased by Rs969.31 million or 10.92% to Rs9,842.28 million in Fiscal Year 2025 from Rs8,872.97 million in Fiscal Year 2024 primarily due to an increase in annual salaries, wages and bonus to Rs8,012.95 million in Fiscal Year 2025 from Rs7,139.52 million in Fiscal Year 2024 driven by expansion of existing operations and our strategic investment in Credit+ and an increase in employee share based payment expense to Rs1,147.95 million in Fiscal Year 2025 from Rs1,058.10 million in Fiscal Year 2024 primarily related to cash settled share based payment expenses.

Finance costs

Our finance costs increased by Rs145.05 million, or 22.50%, to Rs789.61 million in Fiscal Year 2025 from Rs644.56 million in Fiscal Year 2024 primarily due to higher interest expenses on financial liabilities measured at amortised cost for bank borrowings, which were incurred to finance and support the companys business operations, including working capital requirements and day-to-day operations.

Depreciation and amortisation expenses

Our depreciation and amortisation expenses decreased by Rs706.80 million, or 19.48%, to Rs2,920.93 million in Fiscal Year 2025 from Rs3,627.73 million in Fiscal Year 2024, primarily due to lower amortisation of acquired intangibles due to completion of useful life.

Impairment of non-current assets

Our impairment losses of non-current assets decreased by Rs557.39 million, or 86.47% to Rs87.21 million in Fiscal Year 2025 from Rs644.60 million in Fiscal Year 2024, primarily driven by impairment of obsolete DCPs and write off certain intangible assets in Fiscal Year 2024.

Impairment losses on financial assets and contract assets

Our impairment losses on financial assets and contract assets increased by ^115.93 million, or 62.65%, to Rs300.96 million in Fiscal Year 2025 from Rs185.03 million in Fiscal Year 2024, primarily due to an increase in provision for losses on trade receivables from merchants.

Other expenses

Our other expenses increased by Rs473.36 million, or 10.76%, to Rs4,874.11 million in Fiscal Year 2025 from Rs4,400.75 million in Fiscal Year 2024, primarily due to increases in (i) data centre and cloud storage expenses to Rs1,006.08 million in Fiscal Year 2025 from Rs713.63 million in Fiscal Year 2024 on account of higher volumes and new product development, (ii) information technology expenses to Rs903.17 million in Fiscal Year 2025 from Rs727.57 million in Fiscal Year 2024, and (iii) third party manpower cost to Rs788.07 million in Fiscal Year 2025 from Rs675.87 million in Fiscal Year 2024. There were also increases in advertisement and business promotion expenses to Rs670.32 million in Fiscal Year 2025 from Rs620.54 million in Fiscal Year

2024 and facility maintenance expenses to Rs149.42 million in Fiscal Year 2025 from Rs120.05 million in Fiscal Year 2024, among others. Our other expenses as a percentage of total income decreased to 20.95% in Fiscal Year 2025 from 24.12% in Fiscal Year 2024

Loss before exceptional items and tax

As a result of the foregoing factors, our loss before exceptional items and tax decreased by Rs2,977.58 million, or 74.90%, to a loss of Rs998.08 million in Fiscal Year 2025 from a loss of Rs3,975.66 million in Fiscal Year 2024.

Exceptional items

We recorded exceptional items of Rs365.82 million in Fiscal Year 2025 in respect of impairment of Fave goodwill and other intangible assets.

Loss before tax

As a result of the foregoing factors, our loss before tax decreased by Rs2,611.76 million, or 65.69%, to a loss of Rs1,363.90 million in Fiscal Year 2025 from a loss of Rs3,975.66 million in Fiscal Year 2024.

Total tax expense/ (credit)

Our total tax expense/ (credit) increased by Rs647.60 million, to an expense of Rs90.97 million in Fiscal Year 2025 from a credit of Rs556.63 million in Fiscal Year 2024, primarily due to the increase in deferred tax assets on temporary differences and unabsorbed depreciation.

(Loss) for the year

Our loss decreased by Rs1,964.16 million, or 57.45%, to a loss of Rs1,454.87 million in Fiscal Year 2025 from a loss for the period of Rs3,419.03 million in Fiscal Year 2024, largely due to a 28.52% increase in our revenue from operations to Rs22,742.74 million in Fiscal Year 2025 from Rs17,695.46 million in Fiscal Year 2024 and decrease in depreciation and amortisation expense s to Rs2,920.93 million in Fiscal Year 2025 from Rs3,627.73 million in Fiscal Year 2024, offset in part by increase in purchases of stock-in-trade to Rs2,872.55 million in Fiscal Year 2025 from Rs1,433.91 million in Fiscal Year 2024 and increase in employee benefits expenses to Rs9,842.28 million in Fiscal Year 2025 from Rs8,872.97 million in Fiscal Year 2024.

Fiscal Year 2024 compared to Fiscal Year 2023

Revenue from operations

Our revenue from operations increased by Rs1,718.88 million, or 10.76%, to Rs17,695.46 million in Fiscal Year 2024 from Rs15,976.58 million in Fiscal Year 2023, primarily due to increased revenue from our Digital Infrastructure and Transaction Platform and Issuing and Acquiring Platform segments.

Revenue from Digital Infrastructure and Transaction Platform increased by Rs1,240.31 million or 10.76%, to Rs12,764.33 million in Fiscal Year 2024 from Rs11,524.02 million in Fiscal Year 2023 primarily attributable to increase in DCPs to 1.39 million for Fiscal Year 2024 from 1.19 million in Fiscal Year 2023 and an increase in our affordability solutions transaction volumes and our fintech infrastructure transactions volume.

Revenue from our Issuing and Acquiring Platform increased by Rs478.57 million, or 10.75%, to Rs4,931.13 million in Fiscal Year 2024 from Rs4,452.56 million in Fiscal Year 2023 primarily driven by an increase in Issuing and Acquiring Platform GTV by Rs45.73 billion, or 13.70%, to Rs379.64 billion in Fiscal Year 2024 from ^3 33.91 billion in F iscal Year 2023. This increase in Issuing and Acquiring Platform GTV was primarily attributable to a wider range of offerings available to our customers during the period.

Other income

Our other income decreased by Rs381.70 million, or 41.14%, to Rs546.13 million in Fiscal Year 2024 from Rs927.83 million in Fiscal Year 2023, primarily due to a decrease in foreign exchange gain (net) of Rs432.21 million from Rs432.21 million in Fiscal Year 2023 to nil in Fiscal Year 2024, partially offset by an increase in interest on income tax refunds.

Total expenses

Our expenses increased by Rs2,786.59 million, or 14.34%, to Rs22,217.25 million in Fiscal Year 2024 from Rs19,430.66 million in Fiscal Year 2023, primarily due to an increase in depreciation and amortisation expenses, transaction and related costs, impairment of non current assets and other expenses. Our total expenses as a percentage of total income increased to 121.79% in Fiscal Year 2024 from 114.94% in Fiscal Year 2023.

Transaction and related costs

Our transaction and related costs increased by Rs198.60 million, or 9.57%, to Rs2,274.73 million in Fiscal Year 2024 from Rs2,076.13 million in Fiscal Year 2023, primarily due to higher connectivity expenses, including GPRS and SMS costs, increase in the number of DCPs, increased transaction cost and listing fees paid to merchants which is in line with the increase in revenue from operations, partially offset by a reduction in payment gateway charges.

Purchases of stock-in-trade

Our purchases of stock-in-trade increased by Rs90.46 million, or 6.73%, to Rs1,433.91 million in Fiscal Year 2024 from Rs1,343.45 million in Fiscal Year 2023, primarily due to an increase in inventories of terminals, soundboxes, and hardware, in line with the demand for our digital payment solutions and gift cards for Issuing solutions.

Changes in inventories of stock-in-trade

Our changes in inventories of stock-in-trade increased by Rs386.34 million, or 152.48%, to Rs132.97 million in Fiscal Year from Rs(253.37) million in Fiscal Year 2023, primarily due to adjustments in inventory levels, in line with the increase in revenue from operations.

Employee benefits expense

Our employee benefits expense decreased by Rs79.52 million, or 0.89%, to Rs8,872.97 million in Fiscal Year 2024 from Rs8,952.49 million in Fiscal Year 2023 primarily due to a decrease in employee share based payment expense to Rs1,058.10 million in Fiscal Year 2024 from Rs1,590.25 million in Fiscal Year 2023, primarily due to reduction in expense related to options granted in earlier years, partially offset by annual increase in annual salaries, wages and bonus because of an increase in headcount.

Finance costs

Our finance costs increased by Rs287.22 million, or 80.38%, to Rs644.56 million in Fiscal Year 2024 from Rs357.34 million in Fiscal Year 2023, primarily due to increases in short-term bank borrowings and short- and long-term lease liabilities, which were incurred to finance and support the companys business operations, including working capital requirements and day -today operations.

Depreciation and amortisation expenses

Our depreciation and amortisation expenses increased by Rs477.43 million, or 15.16%, to Rs3,627.73 million in Fiscal Year 2024, from Rs3,150.30 million in Fiscal Year 2023, primarily due to an increase in depreciation related to an increased number of DCPs.

Impairment on non-current assets

Our impairment on non-current assets increased by Rs560.06 million, or 662.48%, to Rs644.60 million in Fiscal Year 2024 from Rs84.54 million in Fiscal Year 2023, primarily due a impairment of obsolete terminals and certain intangible assets.

Impairment losses on financial assets and contract assets

Our impairment losses on financial assets and contract assets decreased by Rs60.18 million, or 24.54%, to Rs185.03 million in Fiscal Year 2024 from Rs245.21 million in Fiscal Year 2023, primarily due to an improvement in collection efficiency.

Other expenses

Our other expenses increased by Rs926.18 million, or 26.66%, to Rs4,400.75 million in Fiscal Year 2024 from Rs3,474.57 million in Fiscal Year 2023, primarily due to increases in (i) information technology expenses to Rs727.57 million in Fiscal Year 2024 from Rs524.47 million in Fiscal Year 2023, (ii) data centre and cloud storage costs to Rs713.63 million in Fiscal Year 2024 fro m Rs644.95 million in Fiscal Year 2023 with increase in volume of transactions and (iii) third party manpower cost to Rs675.87 million in Fiscal Year 2024 from Rs571.22 million in Fiscal Year 2023, and (iv) an increase in legal and professional expenses to Rs650.12 million in Fiscal Year 2024 from Rs572.98 million in Fiscal Year 2023. Our other expenses as a percentage of total income increased to 24.12% in Fiscal Year 2024 from 20.55% in Fiscal Year 2023.

Loss before exceptional items and tax

As a result of the foregoing factors, our loss before exceptional items and tax increased by Rs1,449.41 million, or 57.37%, to a loss of Rs3,975.66 million in Fiscal Year 2024 from a loss of Rs2,526.25 million in Fiscal Year 2023.

Exceptional items

We recorded exceptional items of nil in Fiscal Year 2024 and Rs368.35 million in Fiscal Year 2023, which was due to legal and professional expenses incurred in relation to a proposed initial public offering by Pine Labs Limited, Singapore (our erstwhile holding company).

Loss before tax

As a result of the foregoing factors, our loss before tax increased by Rs1,081.06 million, or 37.35% to a loss of Rs(3,975.66) million in Fiscal Year 2024 from a loss of Rs(2,894.60) million in Fiscal Year 2023.

Tax (credit)

Our tax credit increased by Rs313.48 million, or 128.92%, to ( Rs556.63 million) in Fiscal Year 2024 from ( Rs243.15 million) in

Fiscal Year 2023, primarily due to an increase in deferred tax assets on temporary differences and unabsorbed depreciation. (Loss) for the year

As a result of the foregoing, our loss for the year increased by Rs767.58 million, or 28.95% to Rs(3,419.03) million in Fiscal Year 2024 from Rs(2,651.45) million in Fiscal Year 2023 largely due to (a) a 662.48% increase in impairment of non-current assets, rising to Rs644.60 million in Fiscal Year 2024 from Rs84.54 million in Fiscal Year 2023, primarily due to the impairment of obsolete terminals and the write-off of certain intangible assets; and (b) a 26.66% increase in other expenses, to Rs4,400.75 million in Fiscal 2024 from Rs3,474.57 million in Fiscal 2023. This increase in other expenses was mainly driven by (i) information technology expenses to Rs727.57 million in Fiscal Year 2024 from Rs524.47 million in Fiscal Year 2023, (ii) data centre and cloud storage expenses to Rs713.63 million in Fiscal Year 2024 from Rs644.95 million in Fiscal Year 2023 with increase in volume of transactions and (iii) third party manpower cost to Rs675.87 million in Fiscal Year 2024 from Rs571.22 million in Fiscal Year 2023, and (iv) an increase in legal and professional expenses to Rs650.12 million in Fiscal Year 2024 from Rs572.98 million in Fiscal Year 2023.

Selected Restated Statement of Assets and Liabilities

Non-current assets

Our non-current assets decreased to Rs24,993.66 million as of June 30, 2025 from Rs27,288.53 million as of March 31, 2023. The decrease was primarily due to a decrease in property, plant, and equipment by Rs1,699.62 million from Rs4,926.03 million as of March 31, 2023 to Rs3,226.41 million as of June 30, 2025, as depreciation during the three months period ended June 30, 2025 and Fiscal Years 2025, 2024 and 2023 exceeded additions made during the same years/ period, a decrease in capital work-inprogress by Rs1,694.38 million from Rs2,130.35 million as of March 31, 2023 to Rs435.97 million as of June 30, 2025 due to lower capitalization during these periods and a decrease in other intangible assets by Rs1,482.99 million from Rs3,225.62 million as of March 31, 2023 to Rs1,742.63 million as of June 30, 2025, as amortisation and impairment during the three months period ended June 30, 2025 and Fiscal Years 2025, 2024 and 2023 exceeded additions made during the same years/ period. This was partially offset by an increase in intangible assets under development by Rs769.94 million from Rs562.36 million as of March 31, 2023 to Rs1,332.30 million as of June 30, 2025, an increase in other financial assets by Rs667.37 million from Rs197.74 million as of March 31, 2023 to Rs865.11 million as of June 30, 2025 mainly due to an increase in bank deposits with remaining maturity of more than 12 months (including interest accrued) by Rs516.84 million from Rs68.70 million as of March 31, 2023 to Rs585.54 million as of June 30, 2025 and increase in finance lease receivable by Rs183.84 million from nil as of March 31, 2023 to Rs183.84 million as of June 30, 2025, as well as an increase in deferred tax assets by Rs573.21 million from ^1,113.21 million as of March 31, 2023 to Rs1,686.42 million as of June 30, 2025 resulting from the creation of deferred tax assets on temporary differences during the three months period ended June 30, 2025 and Fiscal Years 2025, 2024 and 2023.

Cash and cash equivalents

Our cash and cash equivalents decreased to Rs5,864.37 million as of June 30, 2025 from Rs10,262.62 million as of March 31, 2023, primarily due to cash used in operating activities of Rs2,290.05 million during Fiscal Year 2024 and of Rs2,811.93 million during three months period ended June 30, 2025.

Bank balances (other than cash and cash equivalents)

Our bank balances, other than cash and cash equivalents, increased to Rs52,147.39 million as of June 30, 2025 from Rs40,938.48 million as of March 31, 2023. This increase was primarily due to a rise in earmarked balances with banks, which grew to Rs50,775.60 million as of June 30, 2025 from Rs37,250.40 million as of March 31, 2023. Earmarked balances with banks are primarily maintained for funds collected against the issuance of prepaid cards, which are payable to merchants on redemption of prepaid cards as specified by the Reserve Bank of Indias Master Directions dated August 27, 2021 on Pre-Paid Payment Instruments, and money held in designated accounts for the settlement of funds to our merchants as per Guidelines on Regulation of Payment Aggregators and Payment Gateways dated March 17, 2020.

Trade receivables - Current

Our current trade receivables increased to Rs9,840.67 million as of June 30, 2025, from Rs5,893.71 million as of March 31, 2023. This increase was primarily driven by increase in business volumes from fiscal year 2023 to 2025 and three months period ended June 30, 2025.

Liabilities towards prepaid cards

Our liabilities towards prepaid cards increased to Rs47,736.37 million as of June 30, 2025 from Rs36,811.54 million as of March 31, 2023, due to growth in business reflected in the growth of Issuing and Acquiring Platform GTV. In the three months period ended June 30, 2025, and three months period ended June 30, 2024, Fiscal Years 2025, 2024 and 2023, our Issuing and Acquiring Platform GTV was Rs139.56 billion, ^113.55 billion, Rs515.17 billion, Rs379.64 billion and ^333.91 billion, respectively

Government grants and provisions

We have received grants for the deployment of digital checkout points in specified regions in India under the Payments

Infrastructure Development Fund (PIDF) scheme issued by the Reserve Bank of India. According to the Companys accounting policy, when a grant relates to an asset or a non-monetary item, it is recognized as deferred income under liabilities and is recognized as income in the restated consolidated statement of profit and loss on a straight-line basis over the expected useful life of the related asset or non-monetary item. Our non-current deferred government grants increased to Rs100.89 million as of June 30, 2025 from Rs76.80 million as of March 31, 2023, and current deferred government grants increased to Rs144.98 million as of June 30, 2025 from Rs75.10 million as of March 31, 2023, due to the increased deployment of digital checkout points covered under the scheme.

Our provisions are reflected as total employee benefit obligations - non-current. Our total employee benefit obligations - noncurrent increased to Rs519.73 million as of June 30, 2025 from Rs391.05 million as of March 31, 2023. This increase was primarily due to a rise in the provision for gratuity (non-current), which grew to Rs374.15 million as of June 30, 2025 from Rs290.31 million as of March 31, 2023, driven by an increase in the number of employees and salary increases during this period. Additionally, the provision for compensated absences (non-current) increased to Rs138.57 million as of June 30, 2025 from Rs87.26 million as of March 31, 2023, due to an increase in outstanding leaves.

Liquidity and Capital Resources

Historically, our primary liquidity requirements have been for capital expenditure for installation of DCPs, product and technology development and selling and marketing expenses for the growth of our business. From time to time, we also require cash to fund selective acquisitions.

Our primary sources of liquidity are cash flows from operating activities, borrowings including loans under our credit facilities and proceeds from our equity fund raising activities. As of June 30, 2025, we had Rs5,864.37 million of cash and cash equivalents, balances with banks in current accounts and bank deposits with original maturity of less than three months (including interest accrued). Further we have bank deposits with original maturity of more than three months and remaining maturities less than twelve months (including interest accrued) amounting to Rs1,371.79 million included in other bank balances. In addition, we had access to a secured cash credit facility, with an unused amount of Rs1,466.33 million as of June 30, 2025.

We believe that our available cash and cash equivalents and cash flows expected to be generated from operations will be adequate to satisfy our current and planned operations and our current and short-term financial obligations for the next 12 months. We believe that we will have sufficient liquidity for our present requirements and anticipated requirements for capital expenditure, working capital, interest obligations and other operating needs under our current business plans for the next 12 months. We plan to continue assessing our liquidity requirements in light of our business growth and market developments and to manage our liquidity through various internal and external sources.

Cash Flows

The table below summarizes our statement of cash flows for the periods /years indicated based on our Restated Consolidated Financial Information.

Particulars For the three months period ended June 30, Fiscal Year
2025 2024 2025 2024 2023
(^ million)
Net cash generated from/ (used in) operating activities (2,811.93) (950.87) 497.18 (2,290.05) (1,523.60)
Net cash generated from/(used in) from investing activities (330.48) (220.32) (1,591.53) 450.44 (3,708.37)
Net cash generated from/(used in) financing activities (1,233.24) (248.36) (2,010.82) (2,195.07) 23.41
Net increase/(decrease) in cash and cash equivalents (4,375.65) (1,419.55) (3,105.17) (4,034.68) (5,208.56)
Cash and cash equivalents at the beginning of the period/ year 9,514.55 8,820.89 8,820.89 10,262.62 15,471.45
Cash credit and bank overdraft facilities at the beginning of the period / year (7,062.55) (3,264.70) (3,264.70) (703.03) (763.64)
Currency translation adjustments (5.64) 0.12 0.98 31.28 60.34
Cash and cash equivalents at end of the period/ year* (1,929.29) 4,136.76 2,452.00 5,556.19 9,559.59

* Cash and cash equivalents are netted off with bank overdraft and cash credit facilities that are repayable on demand and form an integral part our cash management.

Net Cash Generated From/ (Used In) Operating Activities

Net cash used in operating activities in in the three months period ended June 30, 2025 was Rs2,811.93 million, while our operating profit before working capital adjustments was ^1,155.67 million. This difference was primarily attributable to an increase in other financial assets of Rs2,670.24 million, a decrease in trade payables of Rs1,569.38 million, an increase in trade

receivables of Rs1,483.16 million and an increase in other bank balances (earmarked balances with banks) of Rs1,359.30 million, partially offset by an increase in other financial liabilities of Rs3,186.53 million.

Net cash used in operating activities in the three months period ended June 30, 2024 was Rs950.87 million, while our operating profit before working capital adjustments was Rs919.66 million. This difference was primarily attributable to an increase in other financial assets of Rs3,024.10 million, an increase in other bank balances (earmarked balances with banks) of Rs1,453.21 million and an increase in trade receivables of Rs1,153.96 million, partially offset by an increase in other financial liabilities of Rs1,519.59 million, a decrease in contract assets of Rs824.72 million and an increase in liabilities towards prepaid cards of Rs817.27 million.

Net cash generated from operating activities in Fiscal Year 2025 was Rs497.18 million, while our operating profit before working capital adjustments was Rs3,424.99 million. This difference was primarily attributable to an increase in other bank balances (earmarked balances with banks) of Rs6,995.67 million, an increase in other financial assets of Rs2,751.94 million and an increase in trade receivables of Rs2,226.62 million, partially offset by an increase in liabilities towards prepaid cards of Rs6,351.75 million an increase in trade payables of Rs1,571.86 million and a decrease in contract assets of Rs838.06 million.

Net cash used in operating activities in Fiscal Year 2024 was Rs2,290.05 million, while our operating profit before working capital adjustments was Rs1,755.43 million. This difference was primarily attributable to an increase in other bank balances (earmarked balances with banks) of Rs5,170.24 million, an increase in other financial assets of Rs2,658.26 million and an increase in trade receivables of Rs798.31 million, partially offset by an increase in liabilities towards prepaid cards of Rs4,562.79 million and an increase in trade payables of Rs263.03 million.

Net cash used in operating activities in Fiscal Year 2023 was Rs1,523.60 million, while our operating profit before working capital adjustments was Rs2,517.46 million. This difference was primarily attributable to an increase in other bank balances (earmarked balances with banks) of Rs5,406.50 million and an increase in trade receivables of Rs2,686.80 million, partially offset by an increase in liabilities towards prepaid cards of Rs5,445.36 million and an increase in trade payables of Rs1,304.96 million.

Net cash generated from/ (used in) investing activities

Net cash used in investing activities in the three months period ended June 30, 2025 was Rs330.48 million. This was primarily due to investment in bank deposits of Rs2,092.55 million and purchase of property, plant and equipment and intangible assets of Rs376.07 million, partially offset by proceeds from maturity of bank deposits of Rs2,060.22 million.

Net cash used in investing activities in the three months period ended June 30, 2024 was Rs220.32 million. This was primarily due to purchase of property, plant and equipment and intangible assets of Rs328.62 million and investment in bank deposits of Rs201.74 million, partially offset by proceeds from maturity of bank deposits of Rs230.91 million.

Net cash used in investing activities in Fiscal Year 2025 was Rs1,591.53 million. This was primarily due to investment in bank deposits of Rs4,302.34 million, and purchase of property, plant and equipment and intangible assets of Rs1,502.38 million, partially offset by proceeds from maturity of bank deposits of Rs3,838.46 million, interest received of Rs195.69 million and proceeds from government grants of Rs191.01 million.

Net cash generated from investing activities in Fiscal Year 2024 was Rs450.44 million. This was primarily due to proceeds from maturity of bank deposits of Rs3,941.32 million, interest received of Rs387.61 million and proceeds from government grant of Rs376.52 million, partially offset by purchase of property, plant and equipment and intangible assets of Rs2,663.93 million and investment in bank deposits of Rs1,684.95 million.

Net cash used in investing activities in Fiscal Year 2023 was Rs3,708.37 million. This was primarily due to investment in bank deposits of Rs13,383.39 million, acquisition of subsidiary, net of cash acquired of Rs6,285.10 million, purchase of property, plant and equipment and intangible assets of Rs3,666.77 million, and purchase of investments of Rs2,400.00 million, partially offset by proceeds from maturity of bank deposits of Rs18,671.02 million and proceeds from sale of investment of Rs2,813.15 million.

Net Cash Generated From/ (Used In) Financing Activities

Net cash used in financing activities in the three months period ended June 30, 2025 was Rs1,233.24 million, mainly comprising payment of deferred purchase consideration, net of receipt of Rs765.02 million, interest paid of Rs216.16 million and principal repayments of borrowings of Rs169.63 million, partially offset by proceeds from borrowings of Rs30.83 million.

Net cash used in financing activities in the three months period ended June 30, 2024 was Rs248.36 million, mainly comprising principal repayments of borrowings of Rs267.47 million and interest paid of Rs177.94 million, partially offset by proceeds from borrowings of Rs249.04 million.

Net cash used in financing activities in Fiscal Year 2025 was Rs2,010.82 million, mainly comprising principal repayments of borrowings of Rs932.35 million, interest paid of Rs789.02 million, and payment of deferred purchase consideration, net of receipt of Rs331.08 million, partially offset by proceeds on issue of shares of erstwhile holding company (including share option exercised) of Rs156.32 million.

Net cash used in financing activities in Fiscal Year 2024 was Rs2,195.07 million, mainly comprising principal repayment of borrowings of Rs1,161.79 million, payment of deferred purchase consideration, net of receipt of Rs848.38 million and interest paid of Rs638.74 million, partially offset by proceeds from borrowings of Rs628.60 million.

Net cash generated from financing activities in Fiscal Year 2023 was Rs23.41 million, mainly comprising proceeds from borrowings of Rs1,860.04 million, partially offset by principal repayment of borrowings of Rs874.76 million, payments for shares and employee share options bought back of Rs515.18 million and interest paid of Rs350.82 million.

Non-GAAP Measures

When evaluating our business, we consider and use certain non-GAAP financial measures, as presented below, as supplemental measures to review and assess our financial performance. Our non-GAAP measures comprise Net Worth, Return on Net Worth %, Adjusted Net Worth, Return on Adjusted Net Worth %, EBITDA, Adjusted EBITdA, Adjusted EBITDA Margin, Profit / (loss) after tax margin, Contribution Margin, Contribution Margin as a percentage of Revenue from operations, Adjusted Operating Costs, Employee benefits expense (excluding employee share based payment expense), Employee benefits expense (excluding employee share based payment expense) as a percentage of revenue from operations, Net Asset Value per equity share, % of Contingent liabilities on Net Worth, Contribution Margin from Digital Infrastructure and Transaction Platform and Contribution Margin from our Issuing and Acquiring Platform. Such non-GAAP measures are not intended to be viewed in isolation or as a substitution for the Restated Consolidated Financial Information. We present these in this Red Herring Prospectus because they are used by us to evaluate our operating performance. These non-GAAP measures are not required by, or presented in accordance with, Ind AS, IFRS or U.S. GAAP, and have limitations as analytical tools. Further, these non- GAAP financial measures may differ from similar information used by other companies, including peer companies, and hence their comparability may be limited. Therefore, these metrics should not be considered in isolation or construed as an alternative to Ind AS measures of performance or as an indicator of our operating performance, liquidity, profitability or results of operations. The principal limitation of these non-GAAP measures is that they exclude significant expenses that are required by Ind AS to be recorded in our financial statements, as further detailed below. Although these Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards, our Companys manage ment believes that it provides an additional tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial results with other companies in our industry because it provides consistency and comparability with past financial performance, when taken collectively with financial measures prepared in accordance with Ind AS.

A reconciliation is provided below for each non-GAAP measure to the most directly comparable Ind AS measure. Investors are encouraged to review the related GAAP measures and the reconciliation of non-GAAP measures to their most directly comparable GAAP measure included below and to not rely on any single financial measure to evaluate our business.

See "Risk Factors?€”71. Significant differences exist between Ind AS and other accounting principles, such as IFRS and U.S. GAAP, which may be material to investors assessments of our financial condition, result of operations and cash flows. " on page 99.

Reconciliation of Profit / (loss) after tax margin

Reconciliations for Profit / (loss) after tax margin are set out below for the periods/ years indicated.

Particulars For the three months period ended June 30, Fiscal Year
2025 2024 2025 2024 2023
(in Rs million, except as indicated otherwise)
Profit /(Loss) for the period/ year 47.86 (278.89) (1,454.87) (3,419.03) (2,651.45)
Revenue from operations 6,159.10 5,224.19 22,742.74 17,695.46 15,976.58
Profit / (loss) after tax margin* 0.78% (5.34%) (6.40%) (19.32%) (16.60%)

*Profit / (loss) after tax margin is Profit /(Loss) for the period/year divided by revenue from operations for the respective period/year.

Reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin

Reconciliations for EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are set out below for the periods/ years indicated.

Particulars For the three months period ended June 30, Fiscal Year
2025 2024 2025 2024 2023
(in Rs million, except as indicated otherwise)
Profit/(loss) for the period/year (A) 47.86 (278.89) (1,454.87) (3,419.03) (2,651.45)
Add: Total tax expense/(credit) (B) (96.35) 32.39 90.97 (556.63) (243.15)
Add: Finance costs (C) 214.17 177.97 789.61 644.56 357.34
Add: Depreciation and amortisation expenses (D) 652.42 719.04 2,920.93 3,627.73 3,150.30
EBITDA (E = A+B+C+D) 818.10 650.51 2,346.64 296.63 613.04
Add: Impairment of non-current assets (F) 3.46 37.61 87.21 644.60 84.54
Add: Exceptional items (G) - - 365.82 - 368.35
Add: Employee share based payment expense (H) 660.48 295.10 1,147.95 1,058.10 1,590.25
Add: Foreign exchange loss (net) - - - 23.47 -
Particulars For the three months period ended June 30, Fiscal Year
2025 2024 2025 2024 2023
(in Rs million, except as indicated otherwise)
(I)
Less: Other income (J) (371.66) (125.99) (528.19) (546.13) (927.83)
Add: Liabilities and provisions no longer required written back (included in other income) (K) 255.39 29.60 94.66 39.21 45.73
Add: Legal and professional expense relating to fund raising, acquisition and restructuring (L) 32.12 14.57 53.07 101.13 55.90
Add: Employment incentive linked to acquisitions (M) - - - (35.00) 137.97
Less : Liability written back on settlement of purchase consideration payable (N) (192.27) - - - -
Adjusted EBITDA (O=E+F+G+H+I+J-K+L+M+N) * 1,205.62 901.40 3,567.16 1,582.01 1,967.95
Revenue from operations (P) 6,159.10 5,224.19 22,742.74 17,695.46 15,976.58
Adjusted EBITDA Margin (%) (Q = O/P) 19.57% 17.25% 15.68% 8.94% 12.32%

* Adjusted EBITDA which is calculated as EBITDA less (i) other income; plus (ii) impairment of non-current assets; plus (iii) exceptional items; plus (iv) employee share based payment expense; plus (v) foreign exchange loss (net); plus (vi) liabilities and pro-visions no longer required written back; plus (vii) legal and professional expense relating to fund raising, acquisition and restructuring; plus (viii) employment incentive linked to acquisitions less (ix) Liability written back on settlement of purchase consideration payable.

Adjusted EBITDA does not include certain components of other income, which includes namely interest income under the effective interest method on financial assets carried at amortised cost on bank deposits, interest income under the effective interest method on financial assets carried at amortised cost on security deposits, interest income under the effective interest method on financial assets carried at amortised cost on finance lease, interest on income tax refunds, gain on sale of property, plant and equipment, Liability written back on settlement of purchase consideration payable, net gain on lease termination, net gain arising on financial assets mandatorily measured at FVTPL on fair valuation income on derivative call option, gain on sale of mutual funds and fair valuation gain of mutual funds and miscellaneous income, included in other income.

Reconciliation of Contribution Margin and Contribution Margin as a percentage of revenue from operations

Reconciliations for Contribution Margin and Contribution Margin as a percentage of revenue from operations are set out below for the periods/ years indicated.

Particulars For the three months period ended June 30, Fiscal Year
2025 2024 2025 2024 2023
(in Rs million, except as indicated otherwise)
Revenue from operations (A) 6,159.10 5,224.19 22,742.74 17,695.46 15,976.58
Transaction and related costs (B) 595.07 610.16 2,600.62 2,274.73 2,076.13
Purchases of stock-in-trade (C) 707.18 509.40 2,872.55 1,433.91 1,343.45
Change in inventories of stock-intrade (D) 58.96 (12.92) (19.26) 132.97 (253.37)
Contribution Margin* (E = A-B- C-D) 4,797.89 4,117.55 17,288.83 13,853.85 12,810.37
Contribution Margin as a percentage of revenue from operations (%) (F = E/A) 77.90% 78.82% 76.02% 78.29% 80.18%

* Contribution Margin is calculated by deducting the transaction and related costs, purchases of stock-in-trade and changes in inventories of stock-in-trade (excluding attributable employee benefits expense, finance costs, depreciation and amortisation expenses, Impairment of non-current assets, Impairment losses on financial assets and contract assets and other expenses) from revenue from operations for the period/year.

Reconciliation of Net Worth, Return on Net Worth % and % of Contingent liabilities on Net Worth

Reconciliations for Net Worth, Return on Net Worth % and % of Contingent liabilities on Net Worth are set out below for the periods/ years indicated.

Particulars For the three months period ended June 30, Fiscal Year
2025 2024 2025 2024 2025
(in Rs million, except as indicated otherwise)
Equity share capital (A) 447.07 0.96 0.96 0.96 0.16
Equity share capital pending issuance (B) - 238.32 271.79 237.23 234.29
Instruments entirely equity in nature (C) 579.52 - - - -
Instruments entirely equity in nature pending issuance (D) - 753.85 753.85 753.85 753.85
Securities premium (E) 23,430.21 23,430.21 23,430.21 23,430.21 23,715.89

463

Employee share option reserve (F) 3,530.97 3,982.01 3,125.72 3,872.60 2,906.94
Retained earnings (G) (4,712.29) (48,897.09) (50,025.23) (48,647.27) (45,258.81)
Net Worth (H= A+B+C+D+E+F+G)* 23,275.48 (20,491.74) (22,442.70) (20,352.42) (17,647.67)
Profit/(loss) for the period/year (I) 47.86 (278.89) (1,454.87) (3,419.03) (2,651.45)
Return on Net Worth % (J= I/H) 0.21% - - - -
Contingent liabilities (K) 3,310.40 50.40 3,227.82 45.38 28.92
% of Contingent liabilities on Net Worth (L = K/H) 14.22% (0.25%) (14.38%) (0.22%) (0.16%)

* Net Worth is defined as the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation, as of the end of the period/year. Net Worth is calculated as equity share capital plus equity share capital pending issuance plus instruments entirely equity in nature plus instruments entirely equity in nature pending issuance plus securities premium plus employee share option reserve plus retained earnings.

Reconciliation of Adjusted Net Worth and Return on Adjusted Net Worth %

Reconciliations for Adjusted Net Worth and Return on Adjusted Net Worth % are set out below for the periods/ years indicated.

Particulars For the three months period ended June 30, Fiscal Year
2025 2024 2025 2024 2023
(in Rs million, except as indicated otherwise)
Net Worth (A) 23,275.48 (20,491.74) (22,442.70) (20,352.42) (17,647.67)
Restricted share reserves (B) - (36.06) - (52.03) (163.80)
Capital reserve (C) 12,026.08 55,696.10 57,199.64 55,567.14 54,992.42
Foreign currency translation reserve (D) 180.98 190.74 190.27 190.61 170.05
Equity instruments through OCI (E) 172.48 125.82 114.29 66.01 38.83
Adjusted Net Worth* (F= A+B+C+D+E) 35,655.02 35,484.86 35,061.50 35,419.31 37,389.83
Profit/(loss) for the period/year (G) 47.86 (278.89) (1,454.87) (3,419.03) (2,651.45)
Return on Adjusted Net Worth % (H= G/F) 0.13% (0.79%) (4.15%) (9.65%) (7.09%)

* Adjusted Net Worth is defined as Net Worth plus restricted share reserves plus capital reserves and plus foreign currency translation reserve plus equity instruments through OCI.

Reconciliation of Adjusted Operating Costs

Reconciliations for Adjusted Operating Costs are set out below for the periods/ years indicated.

Particulars For the three months period ended June 30, Fiscal Year
2025 2024 2025 2024 2023
(in Rs million, except as indicated otherwise)
Transaction and related cost (A) 595.07 610.16 2,600.62 2,274.73 2,076.13
Purchase of stock-in-trade (B) 707.18 509.40 2,872.55 1,433.91 1,343.45
Change in inventories of stock-intrade (C) 58.96 (12.92) (19.26) 132.97 (253.37)
Employee benefits expense (D) 2,913.24 2,328.21 9,842.28 8,872.97 8,952.49
Employee share based payment expense (E) 660.48 295.10 1,147.95 1,058.10 1,590.25
Employee benefits expense (excluding employee share based payment expense) (F = D-E) 2,252.76 2,033.11 8,694.33 7,814.88 7,362.24
Other expenses (G) 1,297.87 1,106.56 4,874.11 4,400.75 3,474.57
Less: Foreign exchange loss (net) (H) - - - 23.47 -
Less: Legal and professional expense relating to fund raising, acquisition and restructuring (I) 32.12 14.57 53.07 101.13 55.90
Less: Employment incentive linked to acquisitions (J) - - - (35.00) 137.97
Adjusted Operating Costs* (J = A+B+C+F+G-H-I-J) 4,879.72 4,231.74 18,969.28 15,967.64 13,809.15

*Adjusted Operating Costs is the aggregate of transaction and related costs, purchases of stock-in-trade, changes in inventories of stock-in-trade, employee benefits expense (excluding employee share based payment expense) and other expenses, less foreign exchange loss (net), less legal and professional expense relating to fund raising, acquisition and restructuring, less employment incentive linked to acquisitions. Adjusted Operating Costs does not include finance costs, depreciation and amortisation expenses, impairment of non-current assets and impairment losses on financial assets and contract assets.

Reconciliation of Employee benefits expense (excluding employee share based payment expense) and Employee benefits expense (excluding employee share based payment expense) as a percentage of revenue from operations

Reconciliations for Employee benefits expense (excluding employee share based payment expense) and Employee benefits

464

expense (excluding employee share based payment expense) as a percentage of revenue from operations are set out below for the periods/ years indicated.

Particulars For the three months period ended June 30, Fiscal Year
2025 2024 2025 2024 2023
(^ million, unless otherwise indicated)
Employee benefits expense (A) 2,913.24 2,328.21 9,842.28 8,872.97 8,952.49
Employee share based payment expense(B) 660.48 295.10 1,147.95 1,058.10 1,590.25
Employee benefits expense (excluding employee share based payment expense)* (C = A-B) 2,252.76 2,033.11 8,694.33 7,814.87 7,362.24
Revenue from operations (D) 6,159.10 5,224.19 22,742.74 17,695.46 15,976.58
Employee benefits expense (excluding employee share based payment expense) as a percentage of Revenue from operations (E = C/ D) 36.58% 38.92% 38.23% 44.16% 46.08%

* Employee benefits expense (excluding employee share based payment expense) is calculated as employee benefits expense less employee share based payment expense.

Reconciliation of Contribution Margin from our Digital Infrastructure and Transaction Platform

Reconciliations for Contribution Margin from our Digital Infrastructure and Transaction Platform are set out below for the periods/ years indicated.

Particulars For the three months period ended June 30, Fiscal Year
2025 2024 2025 2024 2023
(^ million, unless otherwise indicated)
Revenue from operations (A) 4,343.71 3,733.10 16,032.27 12,764.33 11,524.02
Transaction and related costs, purchases of stock-in-trade and changes in inventories of stock-intrade (B) 679.13 511.96 2,767.76 2,346.16 2,227.11
Contribution Margin from Digital Infrastructure and Transaction Platform (C = A-B)* 3,664.58 3,221.14 13,264.51 10,418.17 9,296.92

* Contribution Margin from Digital Infrastructure and Transaction Platform is calculated by deducting the transaction and related costs, purchases of stock- in-trade and changes in inventories of stock-in-trade (excluding attributable employee benefits expense, finance costs, depreciation and amortisation expenses, Impairment of non-current assets, Impairment losses on financial assets and contract assets and other expenses) from revenue from operations for the period/year pertaining to Digital Infrastructure and Transaction Platform.

Reconciliation of Contribution Margin from our Issuing and Acquiring Platform

Reconciliations for Contribution Margin from our Issuing and Acquiring Platform are set out below for the periods/ years indicated.

Particulars For the three months period ended June 30, Fiscal Year
2025 2024 2025 2024 2023
(^ million, unless otherwise indicated)
Revenue from operations (A) 1,815.39 1,491.09 6,710.47 4,931.13 4,452.56
Transaction and related costs, purchases of stock-in-trade and changes in inventories of stock-intrade (B) 682.08 594.68 2,686.15 1,495.45 939.10
Contribution Margin from Issuing and Acquiring Platform (C = A-B)* 1,133.31 896.41 4,024.32 3,435.68 3,513.46

* Contribution Margin from Issuing and Acquiring Platform is calculated by deducting the transaction and related costs, purchases of stock-in-trade and changes in inventories of stock-in-trade (excluding attributable employee benefits expense, finance costs, depreciation and amortisation expenses, Impairment of non-current assets, Impairment losses on financial assets and contract assets and other expenses) from revenue from operations for the period/year pertaining to Issuing and Acquiring Platform.

Reconciliation of Net asset value per equity share

Reconciliations for Net asset value per equity share are set out below for the periods/ years indicated.

465

Particulars For the three months period ended June 30, Fiscal Year
2025 2024 2025 2024 2023
(in t million, except as indicated otherwise)
Net Worth (A)* 23,275.48 (20,491.74) (22,442.70) (20,352.42) (17,647.67)
Weighted average number of shares including pending issuance (BI 1,025,808,855 990,071,402 1,000,697,430 987,553,142 983,001,006
Net assets value (NAV) per equity share (C= A/B)* * 22.69 (20.70) (22.43) (20.61) (17.95)

* Net Worth is defined as the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance ofprofit and loss account, after deducting the aggregate value ofthe accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation, as of the end of the period/year. Net Worth is calculated as equity share capital plus equity share capital pending issuance plus instruments entirely equity in nature plus instruments entirely equity in nature pending issuance plus securities premium plus employee share option reserve plus retained earnings.

** Net Asset Value per equity share is Net Worth divided by weighted average number of equity shares for the period/year

Borrowings

We had total borrowings of Rs8,887.41 million, comprising Rs336.94 million in non-current borrowings and Rs8,550.47 million in current borrowings as of June 30, 2025. These loans were primarily used for working capital funding and term loans for purchase of DCPs. For more details on the agreements governing our outstanding indebtedness, see "Financial Indebtedness on page 478. The table below provides a breakdown of our total borrowings as of June 30, 2025.

Particulars As of June 30, 2025
(in tmillion)
Non-current liabilities - Financial liabilities - Borrowings
Secured
Loans from banks
Term loans 336.94
Current liabilities - Financial liabilities - Borrowings
Secured
Loans from banks
Term loans 626.80
Cash credit and bank overdraft 7,793.66
Bill discounting 130.01
Total borrowings 8,887.41

Contractual Obligations

The table below sets forth our contractual maturities of financial liabilities as at June 30, 2025 (undiscounted cashflows).

Particulars As of June 30, 2025
Carrying Amount Less than 1 year 1 to 2 years 2 to 5 years More than 5 years Total
(in t million)
Borrowings 8,887.41 8,611.29 348.01 - - 8,959.30
Lease liabilities 1,361.21 323.06 295.13 616.62 714.77 1,949.58
Trade payables 3,883.21 3,883.21 - - - 3,883.21
Liabilities towards prepaid cards 47,736.37 47,736.37 - - - 47,736.37
Other financial liabilities 9,236.22 9,234.82 1.40 - - 9,236.22
Total 71,104.42 69,788.75 644.54 616.62 714.77 71,764.88

Contingent Liabilities

The following table sets forth the principal components of our contingent liabilities as of June 30, 2025. Our Company is involved in certain disputes and claims that have arisen in the ordinary course of business. For more details see " Outstanding Litigation and Material Developments on page 481.

Particulars As of June 30, 2025
(t million)
Bonus payable for the financial year 2014-15 (1) 0.46
Employee provident fund liability including interest (2) 3.41
Indirect tax matters (3)(4) 2,177.93
Interest liability on Indirect tax matters stated above (3) 1,123.76
Legal compliance of labour laws and other civil matters 4.84
Contingent liabilities 3,310.40

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