Prodocs Solutions Ltd Management Discussions

You should read the following discussion of our financial position and results of operations together with our Restated Financial Statements included in this Red Herring Prospectus. You should also read the section entitled "Risk Factors" on page 31 of this Red Herring Prospectus, which discusses a number of factors, risks and contingencies that could affect our financial condition and results of operations.

The following discussion of our financial condition and results of operations should be read in conjunction with our Restated Financial Statements for the period ended September 30, 2025 on Consolidated basis, and for the period ended September 30, 2025, for the financial year ended March 31, 2025, March 31, 2024 & March 31, 2023 on Standalone basis including the schedules and notes thereto and the reports thereto, which appear in the section titled "Financial Information" on page 208 of this Red Herring Prospectus. The Restated Financial Statements presented and discussed herein have been prepared to comply in all material respects with the notified accounting standards by the Companies (Accounting Standards) Rules 2006 (as amended), the relevant provisions of the Companies Act, 2013 and SEBI ICDR Regulations. Our fiscal year ends on March 31 of each year and all references to a particular financial year are to the twelve-month period ended March 31 of that year. Portions of the following discussion are also based on internally prepared statistical information and on other sources.

Unless otherwise indicated, industry and market data included in this section has been derived from the industry publications, in particular the report titled "Industry Report on Business Process Solutions" dated June 26, 2025, prepared and issued by Dun & Bradstreet Information Services India Private Limited, appointed by our Company, exclusively commissioned by and paid for in connection with the Offer. For more information, see "Certain Conventions, Presentation of Financial, Industry and Market Data and Currency of Presentation" and "Risk Factors" beginning on page 18 and 31 of this Red Herring Prospectus.

In this Red Herring Prospectus, unless the context otherwise indicates, requires or implies, any reference to "the Company" or "our Company" refers to Prodocs Solutions Limited, on a standalone basis, and any reference to "we", "us" or "our": (1) for any period prior to January 27, 2025 (the date of incorporation of Prodocs Solutions Inc), is a reference to our Company, on a standalone basis, and (2) for any period on or after January 27, 2025 (the date of incorporation of Prodocs Solutions Inc), is a reference to our Company together with our Subsidiaries, on a consolidated basis, as of and for the relevant period and years covered by the Restated Financial Statements. Unless otherwise stated, or unless the context otherwise requires, the financial information of our Company used in this section has been derived from our "Restated Financial Statements" included in this Red Herring Prospectus on page

208. Our financial year ends on March 31 of each year. Accordingly, references to "Fiscal 2023", "Fiscal 2024" and "Fiscal

2025", are to the 12- month period ended March 31 of the relevant year.

Business Overview

Our Company was originally incorporated as "Prodocs Solutions Private Limited" a private limited company under the provisions of Companies Act, 2013, vide Certificate of Incorporation dated March 12, 2019 issued by Registrar of Companies, Central Registration Centre. Subsequently, our Company was converted into a public limited company pursuant to special resolution passed at Extra-ordinary General Meeting by the shareholders of our Company held on September 20, 2024, and the name of our Company was changed to "Prodocs Solutions Limited". A fresh Certificate of Incorporation consequent upon conversion from a Private Limited Company to Public Limited Company dated November 13, 2024, was issued by the Registrar of Companies, Central Processing Centre.

We are engaged in the IT enabled Services (ITES/BPO) sector, operating primarily in the non-voice BPO segment. We are a non- voice BPO Company providing wide spectrum of services ranging from Indexing services, Title services and e-Publishing. We operate across four verticals viz. Title services, e-Publishing, Indexing services and other business services comprising finance & accounting and litigation support.

Our Company stands at the forefront of the IT-enabled services industry, delivering offshore services tailored to meet the evolving needs of our clients, primarily based in the United States. We combine technology with over six years of collective management experience, we provide scalable, high-quality services. Our workforce of 1,000+ employees, primarily located at our delivery facility in Mumbai. This infrastructure enables us to maintain operational excellence and efficiency while meeting the evolving demands of our clients. We are committed to the highest standards of quality, security, and environment responsibility. We are certified with ISO 9001:2015 for Quality Management; ISO 14001:2015 for Environment Management and ISO 27001:2022 for Information Security Management, ensuring that all our services comply with rigorous International Standards of excellence, reliability, and data protection.

Significant Developments Subsequent to the Last Financial Year

In the opinion of the Board of Directors of our Company, since the date of the last audited financial statements i.e., September 30, 2025, as disclosed in this Red Herring Prospectus, there have not arisen any circumstance that materially or adversely affect or are likely to affect the business or profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months.

Principal Factors Affecting Our Financial Position and Results of Operations

Our business is subjected to various risks and uncertainties, including those discussed in the section titled " Risk Factors " beginning on page 31 of this Red Herring Prospectus. Our Companys future results of operations could be affected potentially by the following factors:

?‚? Revenue Growth and Client Demand:

Our financial performance is highly influenced by the demand for IT-enabled services within the non-voice BPO sector, especially in areas such as Title services, e-Publishing, and Indexing services. The growth of the real estate and mortgage industries, particularly in the US, has a direct impact on our title insurance services, while the ongoing digital transformation across industries fuels demand for our e-Publishing and Indexing services. As we continue to cater to an expanding global client base, maintaining strong relationships with existing clients and attracting new business opportunities is vital for revenue growth. However, fluctuations in market conditions, such as economic downturns, can result in reduced client budgets or project delays, which may negatively affect our financial performance.

?‚? Cost Management and Operational Efficiency:

Our ability to effectively manage costs plays a significant role in determining our profitability. Operational expenses, including employee salaries, infrastructure maintenance, and technology upgrades, must be balanced against service revenues. With over 1,000 employees across multiple cities and multiple service lines, managing labour costs and optimizing operational efficiency are critical. Additionally, fluctuations in wages, changes in labour laws, and the cost of maintaining our nearly 20,000 sq. ft. delivery facility in India impact overall operating expenses. Our commitment to delivering highly accurate results with on-time delivery track record places pressure on maintaining high standards without compromising profitability. Therefore, our success depends on continuously optimizing resources while ensuring high-quality service delivery.

?‚? Technology Investments and Innovation:

The dynamic nature of the IT-enabled services industry demands constant investment in technology to stay competitive. Innovations such as the development of in-house software for Indexing services and leveraging automation in e-Publishing and Title services can provide a competitive edge and improve operational efficiency. However, such investments require significant capital expenditure and research and development (R&D) efforts. While our ability to develop tailored solutions in-house gives us greater flexibility and scalability, the costs associated with R&D and the need for regular technology updates could impact short-term profitability. Keeping up with technological advancements is essential to maintain high standards of service delivery, data security, and client satisfaction. For this purpose, we intend to invest Rs 443.15 lakhs in bespoke software development. For details of the software please refer the section " Objects of the Offer " beginning on page 95 of the Red Herring Prospectus.

?‚? Compliance with International Standards and Regulatory Changes:

Our adherence to global quality, environmental, and information security certifications?€”ISO 9001:2015, ISO 14001:2015, and ISO 27001:2022, forms the backbone of our brand reputation and client trust. However, regulatory changes or new compliance requirements in markets, especially in the US, can impose additional costs and operational adjustments. For example, stricter data privacy laws or changes in property-related regulations could impact the manner in which we handle and process data for our Title services. Compliance with evolving regulations requires continuous monitoring, legal counsel, and operational adjustments, which may increase overhead costs and affect profitability if not managed effectively.

?‚? Exchange Rate Volatility and Geopolitical Risks:

As a company operating in the US and India, exchange rate fluctuations between the US Dollar (USD) and Indian Rupee (INR) have a significant impact on our financial results. A weakened INR against the USD can increase operational costs for our US-based clients, potentially leading to pricing adjustments or renegotiations. Moreover, geopolitical tensions, changes in trade policies, or economic instability in either country can disrupt the flow of business or affect the supply chain. For instance, tariffs restrictions could impact our offshore operations in US, reducing our ability to deliver services efficiently. Such risks need to be mitig ated through strategic hedging, diversification, and ongoing market analysis to safeguard our financial health and ensure continued growth.

KEY PERFORMANCE INDICATORS

We utilise a set of financial and non-financial key performance indicators that our management reviews in evaluating the performance of our business. Our management believes that the presentation of these key performance indicators in this Red Herring Prospectus is important to understanding our performance from period to period and also have an impact on our results of operations. These key performance indicators may or may not be compatible with similarly titled metrics presented by others operating in our industry. These indicators are not intended to be a substitute for, or superior to, any measures of performance prepared in accordance with IGAAP, and may not fully reflect our financial performance, liquidity, profitability or cash flows.

Financial metrics	Consolidated	Standalone
	For the period ended September 30, 2025	For the period ended September 30, 2025	March 31, 2025	March 31, 2024	March 31, 2023
Revenue from operations (Rs in lakhs) (1)	2,442.55	2,053.71	4,179.14	4,542.99	3,661.42
Total Income (Rs. in lakhs) (2)	2,501.87	2,111.10	4,277.67	4,565.81	3,680.79
EBITDA (Rs. in lakhs) (3)	601.60	553.38	817.94	462.19	218.79
EBITDA margin (in %) (4)	24.63%	26.95%	19.57%	10.17%	5.98%
Profit after tax (Rs. in lakhs) (5)	378.44	342.57	510.85	316.39	153.99
Profit after tax margin (%) (6)	15.13%	16.23%	11.94%	6.93%	4.18%
Return on Net Worth (RoNW) (%) (7)	15.87%	15.27 %	26.62 %	53.94 %	55.08 %
Return on Capital employed (RoCE) (%) (8)	13.81%	16.66 %	27.12 %	18.00 %	24.72 %
Debt-Equity ratio (9)	0.52	0.33	0.42	0.37	0.30
Current ratio (10)	2.23	1.75	2.68	2.09	1.26
Net Capital Turnover Ratio (11)	1.15	2.16	2.24	8.25	33.05
EPS (Basic & Diluted) (Rs) (12)	6.68	6.29	9.60	7.81	14.26

(1) Revenue from operations means the Revenue from Operations generated by the company as appearing in Restated Financial Statements.

(2) Total Income is the total revenue generated by the company including other income.

(3) EBITDA refers to earnings before interest, taxes, depreciation and amortisation

(4) EBITDA Margin refers to EBITDA during a given period as a percentage of revenue from operations during that period.

(5) Profit After Tax provides information regarding the overall profitability of the business/company.

(6) Profit After Tax Margin quantifies our efficiency in generating profits from revenue from operations and is calculated by dividing net profit after taxes by total income.

(7) Return on Net Worth (RoNW) is equal to Net profit after taxes divided by shareholders equity.

(8) RoCE (Return on Capital Employed) is calculated as Profit before tax plus finance cost divided by sum of total equity, non-current borrowings and current borrowings as at the year end.

(9) Debt to equity ratio is calculated by dividing Total debt by Shareholders Equity (excluding preference share capital) and where total debt refers to sum of current & non-current borrowings including preference share capital)

(10) Current Ratio is a liquidity ratio that measures ability to pay off its short-term obligations (those which are due within one year) using its current assets (those which are convertible to cash within one year) and is calculated by dividing the current assets by current liabilities).

(11) Net Capital Turnover Ratio quantifies effectiveness in utilizing our working capital and is calculated by dividing our revenue from operations by our working capital (i.e., current assets less current liabilities)

(12) Earnings per share (EPS) as appearing in Restated Financial Statements.

Principal Components of Statement of Profit and Loss

Revenue from Sale of Services : Revenue from operations mainly consists of revenue from IT-enabled services. We generate our primary income from export of services.

Other Income : Our Other Income primarily includes Interest income and foreign exchange fluctuation.

Expenses: Employee benefit expenses, finance cost, depreciation and amortization expenses and other expenses.

Employee Benefits Expenses: Our employee benefits expenses include Salaries and Wages, Staff welfare expenses, Gratuity, Director remuneration and Stipend Cost.

Finance Costs: Finance costs comprise of Interest on borrowings, Loan Processing Charges and Bank Charges.

Depreciation and Amortization Expense: We recognize Depreciation and Amortization expense on a WDV basis as per rates set forth in the Companies Act, 2013. This primarily includes depreciation on Property, Plant and Equipment and Intangible assets.

Other Expenses: Other Expenses mainly comprises of Data Entry Charges, Rental Expenses, Legal & Professional Charges, Power & Fuel Cost. Additionally, Business Promotion Expenses, Bad Debts, Computer Expenses, Conveyance, Donations, Foreign Travelling Expenses, Membership & Subscription Fees, Office Expenses, Payments to Auditors, Rates & Taxes, Repairs and Maintenance, Software Maintenance Charges, Security Charges, Telephone & Internet Expenses, Water Charges, and Website Designing & Development Charges are part of the overall expenditure which contribute further to the overall expenses incurred by our Company.

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

DISCUSSION ON RESULTS OF OPERATIONS

The following discussion on the results of operations should be read in conjunction with the Restated Financial Statements of our Company for the period ended September 30, 2025 on Consolidated basis, and for the period ended September 30, 2025, for the financial year ended March 31, 2025, March 31, 2024 & March 31, 2023 on Standalone basis .

OUR SIGNIFICANT ACCOUNTING POLICIES

For significant accounting policies, please refer " Significant Accounting Policies ", in the section titled " Financial Information " on

page 220 of this Red Herring Prospectus.

RESULTS OF OUR OPERATION

The following table sets forth selected financial data from our Restated Statement of Profit and Loss for the period ended September 30, 2025 on Consolidated basis, and for the period ended September 30, 2025, for the financial year ended March 31, 2025, March 31, 2024 & March 31, 2023 on Standalone basis, with each component also expressed as a percentage of total revenue for the respective period/years.

(in Rs lakhs, except for percentage )

Particulars	Consolidated		Standalone
	For the period ended		For the period ended		For the financial year ended
	September 30, 2025	% of Total Revenue	September 30, 2025	% of Total Revenue	March 31, 2025	% of Total Revenue	March 31, 2024	% of Total Revenue	March 31, 2023	% of Total Revenue
Title services	1,771.37	72.52%	1,382.52	67.32%	3,151.48	75.41%	3,284.50	72.30%	1,932.08	52.77%
e-Publishing	361.41	14.80%	361.41	17.60%	773.87	18.52%	767.7	16.90%	1,215.65	33.20%
Indexing services	283.05	11.59%	283.05	13.78%	229.87	5.50%	465.79	10.25%	499.73	13.65%
Other business services	26.72	1.09%	26.73	1.30%	23.92	0.57%	25	0.55%	13.97	0.38%
Total Revenue	2,442.55	100.00%	2,053.71	100.00%	4,179.14	100.00%	4,542.99	100.00%	3,661.42	100.00%

(in Rs lakhs, except for percentage )

Particulars	Consolidated		Standalone
	For the period ended		For the period ended		For the financial year ended
	September 30, 2025	% of Total Revenue	September 30, 2025	% of Total Revenue	March 31, 2025	% of Total Revenue	March 31, 2024	% of Total Revenue	March 31, 2023	% of Total Revenue
Revenue
Revenue from operations	2,442.55	97.63%	2,053.71	97.28%	4,179.14	97.70%	4,542.99	99.50%	3,661.42	99.47%

Particulars	Consolidated		Standalone
	For the period ended		For the period ended		For the financial year ended
	September 30, 2025	% of Total Revenue	September 30, 2025	% of Total Revenue	March 31, 2025	% of Total Revenue	March 31, 2024	% of Total Revenue	March 31, 2023	% of Total Revenue
Other Income	59.32	2.37%	57.39	2.72%	98.53	2.30%	22.82	0.50%	19.37	0.53%
Total Income	2,501.87	100.00%	2,111.10	100.00%	4,277.67	100.00%	4,565.81	100.00%	3,680.79	100.00%
Expenses
(a) Employee Benefits Expenses	1,449.60	57.94%	1,224.64	58.01%	2,595.10	60.67%	2,868.35	62.82%	2,323.12	63.11%
(b) Finance Cost	94.28	3.77%	93.89	4.45%	94.60	2.21%	40.1	0.88%	28.23	0.77%
(c) Depreciation and Amortization Expenses	55.48	2.22%	55.48	2.63%	80.87	1.89%	48.28	1.06%	20.77	0.56%
(d) Other Expenses	450.67	18.01%	333.08	15.78%	864.64	20.21%	1,235.26	27.05%	1,138.88	30.94%
Total Expenses	2,050.03	81.94%	1,707.09	80.86%	3,635.20	84.98%	4,191.99	91.81%	3,511.00	95.38%
Profit before tax	451.84	18.06%	404.01	19.14%	642.46	15.02%	373.82	8.19%	169.79	4.62%
Tax expense:
Current Tax	97.89	3.91%	85.93	4.07%	115.00	2.69%	64.45	1.41%	15.65	0.43%
Deferred Tax	(24.49)	(0.98)%	(24.49)	(1.16)%	16.61	0.39%	(7.02)	(0.15) %	0.15	0.00%
Total	73.39	2.93%	61.44	2.91%	131.61	3.08%	57.43	1.26%	15.80	0.43%
Profit for the year	378.44	15.13%	342.57	16.23%	510.85	11.94%	316.39	6.93%	153.99	4.18%

Results of Operations for the consolidated period ended September 30, 2025 Revenue from Operations:

For the six-month period ended September 30, 2025, our Company reported consolidated revenue from operations of Rs 2,442.55 lakhs, primarily driven by export of sales of services amounting to Rs 2,417.55 lakhs. The table below presents the revenues from IT- enabled services such as Title Services, e-Publishing, Indexing Services and Other business services, expressed as a percentage of revenue from operations for the six-month period ended September 30, 2025.

(In Rs lakhs, except for percentage )

Particulars	For the period ended September 30, 2025 (Consolidated)	As a percentage of revenue from operations
Title services	1,771.37	72.52%
e-Publishing	361.41	14.80%
Indexing services	283.05	11.59%
Other business services	26.73	1.09%
Total	2,442.55	100%

Other Income:

For the period ended September 30, 2025, the consolidated Other Income of our Company was Rs 59.32 lakhs comprising of interest income of Rs 51.22 lakhs, foreign exchange fluctuation gain of Rs 7.82 lakhs and miscellaneous income of Rs 0.29 lakh. The focus remains on generating income through its core business activities.

Expenses:

Consolidated Total expenses were Rs2,050.03 lakhs for the period ended September 30, 2025, primarily attributable to employee

benefit expenses of Rs 1,449.60 lakhs and other expenses along with finance cost and depreciation and amortisation expenses of Rs

600.43 lakhs.

Employee Benefit Expenses:

The consolidated Employee benefits expenses for the period stood at Rs1,449.60 lakhs, comprising Salaries & Wages of Rs 1,084.12 lakhs, Stipend cost of Rs 309.95 lakhs, Director remuneration of Rs 12 lakhs and other employee-related expenses of Rs43.53 lakhs. This significant expenditure reflects our commitment to maintaining a skilled workforce, which is essential for delivering high-quality services. As employees are central to IT-Enabled services/BPO operations, these expenses are critical for talent retention and ensuring operational efficiency. The relatively high percentage of employee-related costs highlights the labour-intensive nature of our business model, particularly in the non-voice BPO segment.

Financial Cost:

Our Company incurred a consolidated finance cost of Rs94.28 lakhs, primarily representing interest on borrowed capital amounting to Rs 87.29 lakhs. The finance cost is relatively modest, indicating that our Company have debt obligations and has managed its financing efficiently. A lower finance cost supports profitability and minimizes the impact of interest expenses on overall financial performance.

Depreciation and Amortization Expense:

For the period ended September 30, 2025, consolidated depreciation and amortization expenses of Rs55.48 lakhs, primarily comprising depreciation of tangible assets to Rs25.37 lakhs, and amortization of intangible assets of Rs30.11 lakhs. These expenses represent the gradual write-off of the value of tangible and intangible assets over their useful life.

Other Expenses:

Consolidated Other Expenses were Rs450.67 lakhs for the six-month ended September 30, 2025, primarily on account of (i) Rental expenses of Rs 182.80 lakhs; (ii) Legal & Professional Charges of Rs 85.90 lakhs; (iii) Power & Fuel cost of Rs 43.67 lakhs; (iv) Computer Expenses of Rs 17.75 lakhs; (v) Membership & Subscription fees of Rs 18.60 lakhs; (vi) Telephone & Internet charges of Rs 14.14 lakhs;

(vii) Office Expenses of Rs 39.26 lakhs; (viii) Conveyance charges of Rs 18.23 lakhs. In addition, remaining other expenses of Rs 30.33 lakhs were incurred during the period. Given that this is a significant expenditure category, it reflects the diverse cost structure required to support our Companys global operations and delivery capabilities.

Profit Before Tax:

The Consolidated Profit Before Tax (PBT) for the period was Rs451.84 lakhs, representing 18.06% of the total income. This figure reflects our Companys ability to generate profits after accounting for direct operating expenses, excluding taxes. A PBT margin of over 18% demonstrates effective cost control and highlights our Companys ability to maintain a competitive edge in the market.

Tax Expense:

Consolidated current tax was Rs 97.89 lakhs for the period ended September 30, 2025, while deferred tax amounted to Rs (24.49) lakhs

for the period. As a result, the total tax expenses for the period were Rs73.39 lakhs.

Profit After Tax:

The Profit for the period attributable to Company was Rs364.09 lakhs, representing 14.55% of the total income. This figure reflects

our Companys net earnings after accounting for all expenses, including operating costs, finance charges, depreciation, and taxes. The Profit for the period attributable to Minority Interest was Rs14.35 lakhs, representing 0.57% of the total income.

Results of Operations for the period ended September 30, 2025 on Standalone basis Revenue from Operations:

For the six-month period ended September 30, 2025, our Company reported standalone revenue from operations of Rs 2,053.71 lakhs, primarily driven by export of sales of services amounting to Rs 2,028.71 lakhs. The table below presents the revenues from IT-enabled services such as Title Services, e-Publishing, Indexing Services and Other business services, expressed as a percentage of revenue from operations for the six-month period ended September 30, 2025.

(In Rs lakhs, except for percentage)

Particulars	For the period ended September 30, 2025 (Standalone)	As a percentage of revenue from operations
Title services	1,382.52	67.32%
e-Publishing	361.41	17.60%
Indexing services	283.05	13.78%
Other business services	26.73	1.30%
Total	2,053.71	100%

Other Income:

For the period ended September 30, 2025, the Other Income of our Company was Rs 57.39 lakhs comprising of interest income of Rs

51.20 lakhs and foreign exchange fluctuation gain of Rs 6.20 lakhs. The focus remains on generating income through its core business activities.

Expenses:

Total expenses were Rs1,707.09 lakhs for the period ended September 30, 2025, primarily attributable to employee benefit expenses

of Rs1,224.64 lakhs and other expenses along with finance cost and depreciation and amortisation expenses of Rs 482.45 lakhs.

Employee Benefit Expenses:

The Employee benefits expenses for the period stood at Rs1,224.64 lakhs, comprising Salaries & Wages of Rs 878.15 lakhs, Stipend cost of Rs 309.95 lakhs, Director remuneration of Rs 12 lakhs and other employee-related expenses of Rs24.55 lakhs. This significant expenditure reflects our commitment to maintaining a skilled workforce, which is essential for delivering high-quality services. As employees are central to IT-Enabled services/BPO operations, these expenses are critical for talent retention and ensuring operational efficiency. The relatively high percentage of employee-related costs highlights the labour-intensive nature of our business model, particularly in the non-voice BPO segment.

Financial Cost:

Our Company incurred a finance cost of Rs93.89 lakhs, primarily representing interest on borrowed capital amounting to Rs 87.29 lakhs. The finance cost is relatively modest, indicating that our Company have debt obligations and has managed its financing efficiently. A lower finance cost supports profitability and minimizes the impact of interest expenses on overall financial performance.

Depreciation and Amortization Expense:

For the period ended September 30, 2025, depreciation and amortization expenses of Rs55.48 lakhs, primarily comprising depreciation of tangible assets to Rs25.37 lakhs, and amortization of intangible assets of Rs30.11 lakhs. These expenses represent the gradual write- off of the value of tangible and intangible assets over their useful life.

Other Expenses:

Other Expenses were Rs333.08 lakhs for the six-month ended September 30, 2025, primarily on account of (i) Rental expenses of Rs

144.66 lakhs; (ii) Legal & Professional Charges of Rs 61.47 lakhs; (iii) Power & Fuel cost of Rs 43.67 lakhs; (iv) Computer Expenses of Rs 17.75 lakhs; (v) Membership & Subscription fees of Rs 10.85 lakhs; (vi) Telephone & Internet charges of Rs 13.47 lakhs; (vii) Office Expenses of Rs 11.58 lakhs; (viii) Conveyance charges of Rs 6.28 lakhs. In addition, remaining other expenses of Rs 23.36 lakhs were incurred during the period. Given that this is a significant expenditure category, it reflects the diverse cost structure required to support our Companys global operations and delivery capabilities.

Profit Before Tax:

The Profit Before Tax (PBT) for the period was Rs404.01 lakhs, representing 19.14% of the total income. This figure reflects our Companys ability to generate profits after accounting for direct operating expenses, excluding taxes. A PBT margin of over 19% demonstrates effective cost control and highlights our Companys ability to maintain a competitive edge in the market.

Tax Expense:

Current tax was Rs 85.93 lakhs for the period ended September 30, 2025, while deferred tax amounted to Rs(24.49) lakhs for the period.

As a result, the total tax expenses for the period were Rs61.44 lakhs.

Profit After Tax:

The Profit for the period was Rs342.57 lakhs, representing 16.23% of the total income. This figure reflects our Companys net earnings

after accounting for all expenses, including operating costs, finance charges, depreciation, and taxes.

COMPARISON OF THE RESULTS OF OPERATIONS

FY 2025 Compared to FY 2024

?‚? Revenue from Operations

For the year ended March 31, 2025, revenue from operations amounted to Rs4,179.14 lakhs, reflecting a 8.01% decline compared to

Rs4,542.99 lakhs for the year ended March 31, 2024. This decline of Rs363.86 lakhs was due to seasonal decline in sales. This decline is temporary in nature. The table below presents the revenue contributions from IT-enabled services including Title Services, e- Publishing, Indexing Services, and other business services as a percentage of revenue from operations for the years indicated:

Particulars	For the year ended March 31, 2025		For the year ended March 31, 2024
	Amount (in Rs lakhs)	As a percentage of revenue from operations	Amount (in Rs lakhs)	As a percentage of revenue from operations
Title services	3,151.48	75.41%	3,284.50	72.30%
E-Publishing	773.87	18.52%	767.70	16.90%
Indexing services	229.87	5.50%	465.79	10.25%
Other business services	23.90	0.57%	25.00	0.55%
Total revenue	4,179.14	100.00%	4,542.99	100.00%

?‚? Other Income

Other Income for the year ended March 31, 2025, was Rs98.53 lakhs, compared to Rs22.82 lakhs for the year ended March 31, 2024, indicating an increase of 331.79%. This is due to increase in borrowings during the year. Other Income is 2.30% of total income which indicates that our Companys financial performance continues to be primarily driven by its core operations, with non- operational income playing a minimal role in the overall revenue composition.

?‚? Employee Benefit Expenses:

The Employee Benefits Expenses decreased by 9.53% to Rs2,595.10 lakhs in the year ended March 31, 2025, as compared to Rs 2,868.53 lakhs for the year ended March 31, 2024. This decrease was primarily due to automation and process efficiency improvements which lowered the need for additional support staff.

?‚? Financial Cost:

Finance cost amounted to Rs94.60 lakhs for the year ended March 31, 2025, compared to Rs40.10 lakhs for the year ended March 31, 2024. Indicating an increase of 135.92% of Rs54.50 lakhs, which primarily is attributable to increase in borrowings and bank charges during the year. However, the overall impact on our Companys profitability remains low, as finance costs continue to represent 2.21% of total income.

?‚? Depreciation and Amortization Expense:

Depreciation and amortization expenses for the year ended March 31, 2025, were Rs80.87 lakhs, compared to Rs48.28 lakhs for the year ended March 31, 2024. Indicating an increase of 67.52% of Rs 32.59 lakhs is primarily due to higher capital expenditures on assets such as technology infrastructure, office equipment, and software, as our Company continues to modernize its systems to maintain its competitive edge.

?‚? Other Expenses:

Other expenses for the year ended March 31, 2025, amounted to Rs864.64 lakhs, compared to Rs1,235.26 lakhs, for the year ended March 31, 2024. Indicating a decrease of 30.00%, this reduction indicates improved cost efficiency, as our Company effectively managed operational expenses, despite higher spending in areas such as power, fuel, rent, and professional services.

?‚? Total Expenses

Total Expenses for the year ended March 31, 2025, amounted to Rs3,635.20 lakhs, compared to Rs4,191.99 lakhs, for the year ended March 31, 2024. Indicating a decrease of 13.28%. This reflects our Companys ability to scale its operations efficiently while reducing the relative cost burden on overall income.

?‚? Earnings Before Interest, Taxes, Depreciation and amortisation (EBITDA)

EBITDA for the year ended March 31, 2025, is Rs817.94 lakhs, representing 19.12% of total income, compared to Rs462.19 lakhs, representing 10.12% of total income, for the year ended March 31, 2023. The significant increase in EBITDA is primarily due to decline in the employee benefit expenses and other expenses from 42.50% in FY25 to 42.50% in FY24.

?‚? Profit Before Tax (PBT):

Profit Before Tax (PBT) for the year ended March 31, 2025, was Rs642.46 lakhs, representing 15.02% of total income, compared to

Rs373.82 lakhs, representing 8.19% of total income, for the year ended March 31, 2024. This represents a significant improvement in profitability, both in absolute terms and as a percentage of total income. The increase in profit is primarily driven by higher revenue from operations and effective management of overall expenses indicating our Companys overall business and profitability growth.

?‚? Tax Expense:

The Tax Expense for the year ended March 31, 2024 amounted to Rs131.61 lakhs, compared to Rs57.43 lakhs for the year ended March 31, 2024. Indicating an increase of 129.16%. This significant increase is primarily attributable to higher current tax of Rs115.00 lakhs for the year ended March 31, 2025, compared to Rs64.45 lakhs for the year ended March 31, 2024. The rise in tax expense reflects our Companys improved profitability, resulting in increased tax obligations.

?‚? Profit After Tax (PAT):

Profit for the year ended March 31, 2025, was Rs510.85 lakhs, representing 11.94% of total income, compared to Rs316.39 lakhs (6.93% of total income) for the year ended March 31, 2024. This reflects an increase in profitability, both in absolute terms and as a percentage of total income. The rise in profit is primarily driven by improved revenue generation and effective management of overall expenses, highlighting our Companys improved revenue generation and efficient managing of total expenses.

FY 2024 Compared to FY 2023

?‚? Revenue from Operations

For the year ended March 31, 2024, revenue from operations amounted to Rs4,542.99 lakhs, reflecting a 24.08% increase compared to Rs3,661.42 lakhs for the year ended March 31, 2023. This growth was primarily driven by Rs870.54 lakhs increase in export service sales. The rise in absolute revenue underscores a positive growth trajectory in our Companys core business operations, supported by higher demand for IT-enabled services and an expanding global client base. The table below presents the revenue contributions from IT-enabled services including Title Services, e-Publishing, Indexing Services, and Other business services as a percentage of revenue from operations for the years indicated:

Particulars	For the year ended March 31, 2024		For the year ended March 31, 2023
	Amount (in Rs lakhs)	As a percentage of revenue from operations	Amount (in Rs lakhs)	As a percentage of revenue from operations
Title services	3,284.50	72.30%	1,932.08	52.77%
E-Publishing	767.70	16.90%	1,215.65	33.20%
Indexing services	465.79	10.25%	499.73	13.65%
Other business services	25.00	0.55%	13.96	0.38%
Total revenue	4,542.99	100.00%	3,661.42	100.00%

?‚? Other Income

Other Income for the year ended March 31, 2024, was Rs22.82 lakhs, compared to Rs19.37 lakhs for the year ended March 31, 2023. Indicating an increase of 17.81% This indicates that our Companys financial performance continues to be primarily driven by its core operations, with non-operational income playing a minimal role in the overall revenue composition.

?‚? Employee Benefit Expenses:

The Employee Benefits Expenses increased by 23.47% to Rs2,868.35 lakhs in the year ended March 31, 2024, as compared to Rs 2,323.12 lakhs for the year ended March 31, 2023. This increase was primarily due to a revision in salaries of existing emplo yees, leading to a rise in Salaries and Wages by Rs249.02 lakhs and Stipend Costs by Rs275.99 lakhs. The rise in employee benefits expenses reflects our Companys ongoing investment in skilled personnel essential for its ITES/BPO operations. While the absolute value of other expenses increased, their proportion to total income declined demonstrating better cost management.

?‚? Financial Cost:

Finance costs amounted to Rs40.10 lakhs for the year ended March 31, 2024, compared to Rs28.23 lakhs for the year ended March 31, 2023. Indicating an increase of 42.00% the increase of Rs11.87 lakhs is primarily attributable to higher interest rate on borrowings and bank charges. However, the overall impact on our Companys profitability remains low, as finance costs continue to represent a small proportion of total income.

?‚? Depreciation and Amortization Expense:

Depreciation and amortization expenses for the year ended March 31, 2024, were Rs48.28 lakhs, compared to Rs20.77 lakhs for the year ended March 31, 2023. Indicating an increase of 56.96% the increase of Rs27.50 lakhs is primarily due to higher capital expenditures on assets such as technology infrastructure, office equipment, and software, as our Company continues to modernize its systems to maintain its competitive edge.

?‚? Other Expenses:

Other expenses for the year ended March 31, 2024, amounted to Rs1,235.26 lakhs, compared to Rs1,138.88 lakhs, for the year ended March 31, 2023. Indicating an increase of 8.46% While the absolute value of other expenses increased, their proportion to total income declined. This reduction indicates improved cost efficiency, as our Company effectively managed operational expenses, despite higher spending in areas such as power, fuel, rent, and professional services.

?‚? Total Expenses

Total Expenses for the year ended March 31, 2024, amounted to Rs4,191.99 lakhs, compared to Rs3,511.00 Lakhs, for the year ended March 31, 2023. Indicating an increase of 19.40%. Although total expenses increased in absolute terms, the decline in their percentage share of total income indicates improved cost management across various categories. This reflects our Companys ability to scale its operations efficiently while reducing the relative cost burden on overall income.

?‚? Earnings Before Interest, Taxes, Depreciation and amortisation (EBITDA)

EBITDA for the year ended March 31, 2024 was Rs462.19 lakhs, representing 10.12% of total income, compared to Rs218.79 lakhs, representing 5.94% of total income, for the year ended March 31, 2023. The increase in EBITDA is primarily due to decline in the salaries and wages from 42.50% in FY23 to 39.72% in FY24.

?‚? Profit Before Tax (PBT):

Profit Before Tax (PBT) for the year ended March 31, 2024, was Rs373.82 lakhs, representing 8.19% of total income, compared to

Rs169.79 lakhs, representing 4.61% of total income, for the year ended March 31, 2023. This represents a significant improvement in profitability, both in absolute terms and as a percentage of total income. The increase in profit is primarily driven by higher revenue from operations and effective management of overall expenses indicating our Companys overall business and profitability growth.

?‚? Tax Expense:

The Tax Expense for the year ended March 31, 2024 amounted to Rs65.24 lakhs, compared to Rs19.71 lakhs for the year ended March 31, 2023. Indicating an increase of 231.00%. This significant increase is primarily attributable to higher current tax of Rs64.45 lakhs for the year ended March 31, 2024, compared to Rs15.65 lakhs for the year ended March 31, 2023. The rise in tax expense reflec ts our Companys improved profitability, resulting in increased tax obligations.

?‚? Profit After Tax (PAT):

Profit for the year ended March 31, 2024, was Rs308.58 lakhs, representing 6.76% of total income, compared to Rs150.08 lakhs (4.08% of total income) for the year ended March 31, 2023. This reflects an increase in profitability, both in absolute terms and as a percentage

of total income. The rise in profit is primarily driven by improved revenue generation and effective management of overall expenses,

highlighting our Companys improved revenue generation and efficient managing of total expenses.

Cash Flows

The following table sets forth certain information concerning our cash flows for the period/years indicated:

(Rs. in lakhs )

Particulars	Consolidated	Standalone
	Period ended September 30, 2025	Period ended September 30, 2025	March 31, 2025	March 31, 2024	March 31, 2023
Net cash flow from/(used in) operating activities	880.91	968.77	306.26	258.69	316.75
Net cash flow from/(used in) investing activities	(2,827.37)	(779.35)	(1,598.23)	(347.49)	(176.33)
Net cash flow (used in)/from financing activities	1,308.67	(164.48)	1,310.74	80.36	(146.99)
Net increase/(decrease) in cash and cash equivalents during the period/year	(637.79)	24.94	18.78	(8.44)	(6.58)
Add: Cash and cash equivalents at the end of the period/year	778.75	24.84	6.06	14.50	21.08
Cash and cash equivalents at the end of the period/year	140.97	49.78	24.84	6.06	14.50

Cash Flow from Operating Activities

Six months ended September 30, 2025 on Consolidated basis:

Net cash generated from operating activities was Rs 880.91 lakhs. Profit Before Tax (PBT) of Rs 451.84 lakhs, which was adjusted primarily for depreciation and amortization of Rs 55.48 lakhs, interest paid of Rs 93.89 lakhs, interest income of Rs (51.22) lakhs and foreign exchange translation reserve is 48.71 lakhs.

Operating cash flow before working capital changes was Rs598.70 lakhs. Changes in working capital in the six months September 30, 2025 primarily consisted of working capital adjustments to trade receivables of Rs 394.53 lakhs, trade payables of Rs 53.88 lakhs, other assets of Rs 53.83 lakhs and other liabilities Rs 81.32 lakhs. Cash generated from operating activities was Rs966.84 lakhs after income taxes paid was Rs (85.93) lakhs.

Six months ended September 30, 2025 on Standalone basis:

Net cash generated from operating activities was Rs 968.77 lakhs. Profit Before Tax (PBT) of Rs 404.01 lakhs, which was adjusted primarily for depreciation and amortization of Rs 55.48 lakhs, interest paid of Rs 93.89 lakhs and interest income of Rs (51.20) lakhs.

Operating cash flow before working capital changes was Rs502.18 lakhs. Changes in working capital in the six months September 30, 2025 primarily consisted of working capital adjustments to trade receivables of Rs 482.56 lakhs, trade payables of Rs 42.23 lakhs, other assets of Rs 53.59 lakhs and other liabilities Rs 81.32 lakhs. Cash generated from operating activities was Rs1,054.70 lakhs after income taxes paid was Rs (85.93) lakhs.

Fiscal 2025

Net cash generated from operating activities was Rs 306.26 lakhs. Profit Before Tax (PBT) of Rs 642.46 lakhs, which was adjusted primarily for depreciation and amortization of Rs 80.87 lakhs, interest paid of Rs 94.60 lakhs and interest income of Rs (92.24) lakhs.

Operating cash flow before working capital changes was Rs725.69 lakhs. Changes in working capital for Fiscal 2025 primarily consisted of working capital adjustments to trade receivables of Rs (498.01) lakhs, trade payables of Rs (217.14) lakhs, other assets of

Rs 84.59 lakhs and other liabilities Rs 61.04 lakhs. Cash generated from operating activities was Rs421.26 lakhs after income taxes paid was Rs (115.00) lakhs.

Fiscal 2024

Net cash generated from operating activities was Rs 258.69 lakhs. Profit Before Tax (PBT) of Rs 373.82 lakhs, which was adjusted primarily for depreciation and amortization of Rs 48.28 lakhs, interest paid of Rs 40.10 lakhs and interest income of Rs (16.12) lakhs and non-cash expenses - Bad debts of Rs 2.64 Lakhs and non-cash expenses - sundry balances written off of Rs (3.89) lakhs.

Operating cash flow before working capital changes was Rs444.82 lakhs. Changes in working capital for Fiscal 2024 primarily

consisted of working capital adjustments to trade receivables of Rs (234.64) lakhs, trade payables of Rs (5.32) lakhs, other assets of Rs

10.38 lakhs and other liabilities Rs 107.90 lakhs. Cash generated from operating activities was Rs323.13 lakhs Income taxes paid was

Rs (64.45) lakhs.

Fiscal 2023

Net cash generated from operating activities was Rs 316.75 lakhs. Profit Before Tax (PBT) of Rs 169.79 lakhs, which was adjusted

primarily for depreciation and amortization of Rs 20.77 lakhs, interest paid of Rs 28.23 lakhs and interest income of Rs (1.24) lakhs.

Operating cash flow before working capital changes was Rs 217.56 lakhs. Changes in working capital for Fiscal 2023 primarily consisted of working capital adjustments to trade receivables of Rs 35.67 lakhs, trade payables of Rs 91.31 lakhs, other assets of Rs (131.87) lakhs and other liabilities Rs 119.74 lakhs. Cash generated from operating activities was Rs332.40 lakhs Income taxes paid was Rs (15.65) lakhs.

Cash Flow from Investing Activities

Six months ended September 30, 2025 on Consolidated basis:

Net cash used in Investing Activities was Rs (2,827.37) lakhs in the six months period ended September 30, 2025, primarily due to payment for acquisition of property, plant and equipment of Rs (36.86) lakhs, Capital WIP of Rs (86.60) lakhs, loans given of Rs (696.62) lakhs, Investment made in subsidiary of Rs (2,058.50) lakhs and interest income of Rs 51.22 lakhs.

Six months ended September 30, 2025 on Standalone basis:

Net cash used in Investing Activities was Rs (779.35) lakhs in the six months period ended September 30, 2025, primarily due to payment for acquisition of property, plant and equipment of Rs (36.86) lakhs, Capital WIP of Rs (86.60) lakhs, loans given of Rs 322.17 lakhs, Investment made in subsidiary of Rs (1,029.25) lakhs and interest income of Rs 51.20 lakhs.

Fiscal 2025

Net cash used in Investing Activities was Rs (1,598.23) lakhs for Fiscal 2025, primarily due to payment for acquisition of property,

plant and equipment of Rs (284.89) lakhs, Capital WIP of Rs (92.20) lakhs, loans given of Rs (1,313.38) lakhs and interest income of Rs

92.24 lakhs.

Fiscal 2024

Net cash used in Investing Activities was Rs (347.49) lakhs for Fiscal 2024, primarily due to payment for acquisition of property, plant

and equipment of Rs (70.93) lakhs, Loans given of Rs (292.69) lakhs and interest income of Rs 16.12 lakhs.

Fiscal 2023

Net cash used in Investing Activities was Rs (176.34) lakhs for Fiscal 2023, primarily due to payment for acquisition of property, plant

and equipment of Rs (99.63) lakhs, Loans given of Rs (77.94) lakhs and interest income of Rs 1.24 lakhs.

Cash Flow from Financing Activities

Six months ended September 30, 2025 on Consolidated basis:

Consolidated net cash flow from financing activities was Rs 1,308.67 lakhs in the six months ended September 30, 2024, primarily due to receipt of proceeds from issue of share capital and share premium Rs 1,029.25 lakhs, loans taken during the period of Rs 391.68 lakhs, share issue expenses of Rs (18.37) lakhs and payment of interest of Rs (93.89) lakhs.

Six months ended September 30, 2025 on Standalone basis:

Standalone net cash flow from financing activities was Rs (164.48) lakhs in the six months ended September 30, 2024, primarily due to loans repaid during the period of Rs (52.22) lakhs, share issue expenses of Rs (18.37) lakhs and payment of interest of Rs (93.89) lakhs.

Fiscal 2025

Net cash flow from Financing Activities was Rs 1,310.74 lakhs for the Fiscal 2025, primarily due to receipt of proceeds from issue of share capital and share premium Rs 840.00 lakhs, Loan taken during the year of Rs 583.92 lakhs, payment of interest of Rs (94.60) lakhs and share issue expenses of Rs (18.57) lakhs.

Fiscal 2024

Net cash flow from Financing Activities was Rs 80.36 lakhs for the Fiscal 2024, primarily due to Loan taken during the year of Rs

129.91 lakhs, payment of interest of Rs (40.10) lakhs and dividend paid Rs (9.45) lakhs.

Fiscal 2023

Net cash flow used in Financing Activities was Rs (146.99) lakhs for the Fiscal 2023, primarily due to repayment of loan during the

year of Rs (118.76) lakhs, payment of interest of Rs (28.23) lakhs.

INDEBTEDNESS

We had long term borrowings of Rs 326.44 lakhs and short-term borrowings of Rs 863.81 lakhs which includes unsecured loans on consolidated basis. The following table sets forth certain information relating to our outstanding indebtedness as at September 30, 2025 and our repayment obligations in the periods indicated:

(Rs. in lakhs )

Total borrowings	Short-term (less than 1 year)	Long term (more than 1 year)
Unsecured (A)	863.81	326.44
Secured (B)	-	-
Total Borrowings (A+B)	863.81	326.44

For further details regarding our indebtedness, see " Financial Indebtedness " and " Financial Information " on pages 243 and 208, respectively of this Red Herring Prospectus.

Contingent Liabilities and Capital Commitments

Our Company does not have any Contingent Liabilities and Capital Commitments as at September 30, 2025.

Off Balance Sheet Commitments and Arrangement

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

Related Party Transactions

We enter into various transactions with related parties in the ordinary course of business. For further information relating to our

related party transactions, see " Financial Information " on page 208 of this Red Herring Prospectus.

FACTORS THAT MAY AFFECT THE RESULTS OF THE OPERATIONS

?‚? Unusual or infrequent events or transactions

Other than as mentioned under Risk Factors beginning on page 31 of this Red Herring Prospectus and except as described in this Red Herring Prospectus, there have been no other events or transactions that, to our knowledge, may be described as "unusual" or "infrequent".

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

Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising from the trends identified above in Factors Affecting our Results of Operations and the uncertainties described in the section entitled " Risk Factors " beginning on page 31 of this Red Herring Prospectus. To our knowledge, except as we have described in this Red Herring Prospectus, there are no known factors which we expect to bring about significant economic changes.

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

Our business has been affected, and we expect will continue to be affected by the trends identified above in the heading titled " Principal Factors Affecting Our Financial Condition and Results of Operations " and the uncertainties described in the section titled " Risk Factors " beginning on page 31 of this Red Herring Prospectus. To our knowledge, except as described or anticipated in this

Red Herring Prospectus, there are no known factors which we expect will have a material adverse impact on our revenues or income from continuing operations.

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

Our Companys future costs and revenues will be determined by demand/supply situation, government policies and prices quoted by other service providers.

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

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

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

For details on the total turnover of the industry please refer to " Industry Overview " on page 119 of this Red Herring Prospectus.

?‚? Status of any publicly announced new products or business segment.

Our Company has not announced any new product, services or business segment.

?‚? The extent to which business is seasonal.

Our business operations are not inherently seasonal.

?‚? Any significant dependence on a single or few suppliers or customers.

Particulars	Consolidated	Standalone
	Period ended September 30, 2025	Period ended September 30, 2025	Financial Year ended March 31, 2025	Financial Year ended March 31, 2024	Financial Year ended March 31, 2023
Customers\u2019 contribution Top 10 (Rs. in lakhs)	1,702.70	2,053.71	4,179.13	4,542.99	3,661.42
As a % of revenue from operations	69.71%	100.00%	100.00%	100.00%	100.00%
Suppliers\u2019 contribution Top 10*	NA	NA	NA	NA	NA

* Our operations, being IT-focused, are primarily carried out by employees, and hence we do not have any suppliers related to material procurement.

?‚? Competitive conditions.

Competitive conditions are as described under " Industry Overview " and " Our Business " on pages 119 and 152, respectively of this Red Herring Prospectus.

?‚? Details of material developments after the date of last balance sheet i.e., September 30, 2025.

There have been no material developments occurred after the date of last Balance sheet i.e. September 30, 2025

SECTION VI: LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated in this section, there are no:(i) criminal proceedings; (ii) actions by statutory or regulatory authorities; (iii) claims relating to direct and indirect taxes; (iv) disciplinary actions including penalties imposed by SEBI or stock exchanges against the Promoter in the last five financial years, including outstanding action; or (v) Material Litigation (as defined below); involving our Company, its Directors and Promoters.

Our Board, in its meeting held on January 17, 2025 determined that outstanding legal proceedings involving the Company, its Directors and Promoters, Subsidiaries, Group Companies, KMP, SMP will be considered as material litigation ("Material Litigation") if the aggregate amount involved in such individual litigation exceeds the lower of (i) 2% of the turnover as per the latest annual Restated Financial Statements or (ii) 2% the networth as per the latest annual Restated Financial Statements except in case the arithmetic value of net worth is negative or (iii) 5% of average absolute value of Profit after Tax as per as per the last Restated Financial Statements of the Company or such litigations outcome could have a material impact on the business, operations, prospects or reputations of the Company.

Materiality thresholds as per INR terms pursuant to above mentioned parameters are as follows:

?‚? 2% of the turnover as per the latest annual Restated Financial Statements i.e. Rs 83.58 Lakhs;

?‚? 2% the networth as per the latest annual Restated Financial Statements except in case the arithmetic value of net worth is

negative i.e. Rs 38.38 Lakhs; and

?‚? 5% of average absolute value of Profit after Tax as per the preceding three Financial Year included in Restated Financial

Statements of the Company i.e. Rs 16.35 Lakhs.

The Company has a policy for identification of Material Outstanding Dues to Creditors in terms of the SEBI (ICDR) Regulations, 2018 as amended for creditors where outstanding due to any one of them exceeds 20 % of the Companys trade payables as per the last Restated Financial Statements.

?‚? LITIGATION INVOLVING THE COMPANY

?‚? Criminal proceedings against the Company

As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated against the Company.

?‚? Criminal proceedings filed by the Company

As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated by the Company.

?‚? Other pending material civil litigations against the Company

As on the date of this Red Herring Prospectus, there are no outstanding material civil litigation initiated against the Company.

?‚? Other pending material civil litigations filed by the Company

As on the date of this Red Herring Prospectus, there are no outstanding material civil litigation initiated by the Company.

?‚? Actions by statutory and regulatory authorities against the Company

As on the date of this Red Herring Prospectus, there are no outstanding actions by statutory or regulatory authorities initiated against the Company.

?‚? LITIGATIONS INVOLVING THE PROMOTERS & DIRECTORS OF THE COMPANY

?‚? Criminal proceedings against the Promoters & Directors of the Company

As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated against the Promoters & Directors of the Company.

?‚? Criminal proceedings filed by the Promoters & Directors of the Company

As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated by the Promoters & Directors of the Company.

?‚? Other pending material civil litigations against the Promoters & Directors of the Company

?‚? A civil suit no.O.S.427/2021 was filed by Sushmitha, Vishwashanti P and P Shanker Rao (Plaintiffs) before Primary Senior Civil Judge, Bengaluru Rural on February 23, 2021 against Eduspark International Private Limited and our Director Paresh Bhatelia (Defendants) who was earlier a Director on the Board of Eduspark International Private Limited, for seeking possession of land which is alleged to be encroached by the Defendants. The matter is still pending.

It is pertinent to mention that Paresh Bhatelia is no longer a Director of Eduspark International Private Limited.

?‚? A Regular Civil Suit numbering R.C.S./424/2023 was filed on October 06, 2023 by Chitra Ashok Chikte and Ors (Plaintiffs) against Chatrapati Pralhadrao Padole and Ors including our director Hasmukh Gulabchand Mehta (Defendants) in the Civil Court Senior Division, Amravati, Maharashtra. The case pertains to the purchase of agricultural land by M/s. Arihant Land Developers, a firm in which our Director Hashmukh Mehta is a partner. The transaction involved the acquisition of the said land from Rajendra Pralhadrao Padole and Sanjay Pralhadrao Padole for a total consideration of

Rs65 lakhs. Though the sale was conducted legally and in compliance with the prevailing property laws, with due diligence undertaken to verify ownership and seller rights, three individuals namely, Asha Subhash Tekade, Chitra Ashok Chikte, and Rekha Pradip Thakare, who are the sisters of the sellers, have filed a petition against the Firm and others, including our Director, claiming that their brothers were required to obtain a No Objection Certificate (NOC) from them before proceeding with the sale. Based on this contention, the Court has issued summons to the Respondents including our Director. The matter is still pending adjudication in the court

?‚? Other pending material civil litigations filed by the Promoters & Directors of the Company

A Special Civil Suit numbering Spl.C.S./181/2023 was filed on March 29, 2023 by our Director Hasmukh Gulabchand Mehta and Ors. (Plaintiffs) against Bharat Gulabchand Mehta and Ors (Defendants) in the Civil Court Senior Division, Amravati, Maharashtra. The case pertains to an unauthorized sale of land by other partners in M/s. Arihant Land Developers, a firm in which our Director Hashmukh Mehta is a partner. He has alleged that the land is an asset owned by the firm, and its sale was carried out without his consent or knowledge, in violation of the partnership agreement and fiduciary responsibilities. Therefore, he has filed the suit to challenge the validity of the sale, seek appropriate legal remedies, and ensure that the firms interests and his rightful stake are protected in accordance with the law. He has further contended that as a partner, he has a legal and financial stake in all firm-owned properties, and any sale or transfer requires mutual consent from all partners. He has further alleged that the unilateral action taken by his partners not only undermines his rights but also raises serious concerns about transparency and due process in the firms operations. The case is still pending in the Court.

?‚? Actions by statutory and regulatory authorities against the Promoters & Directors of the Company

As on the date of this Red Herring Prospectus, there are no outstanding actions initiated by the statutory and regulatory authorities against the Promoters & Directors.

?‚? Disciplinary actions including penalties imposed by SEBI or stock exchanges against the Promoters in the last five financial years, including outstanding action

As on the date of this Red Herring Prospectus, there are no outstanding actions by SEBI or stock exchanges against the Promoters, nor any penalties have been imposed in the last five years.

?‚? LITIGATIONS INVOLVING THE SUBSIDIARY/ GROUP COMPANY OF THE COMPANY

As on the date of this RHP there are two foreign subsidiaries of our Company, namely, eData Solutions Inc and Prodocs Solutions Inc and one Group Company of our Company namely, eData Services Inc, all of which are incorporated in the State of Delaware, USA.

As per the legal opinion of Foreign Counsel, Gopi Gollapudi, ESQ. Attorney at Law, 39111 Paseo Padre Parkway, Suite 320, Fremont, CA 94538 dated November 20, 2025 there is no pending litigation against the Subsidiaries and a Group Company and there is no declaration or order of insolvency made against the subsidiaries and a Group Company and they have not passed any resolution for winding up or dissolution. Further, the subsidiaries and a Group Company are not in violation of their constitutional documents.

?‚? Criminal proceedings against the KMPs and SMPs of the Company

As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated against the KMPs and SMPs of the Company.

?‚? Criminal proceedings filed by the KMPs and SMPs of the Company

As on the date of this Red Herring Prospectus, there are no outstanding criminal proceedings initiated by the KMPs and SMPs of the Company of the Company.

?‚? Actions by statutory and regulatory authorities against the KMPs and SMPs of the Company

As on the date of this Red Herring Prospectus, there are no outstanding actions initiated by the statutory and regulatory authorities against the KMPs and SMPs of the Company.

?‚? Other pending material civil litigations against the KMPs and SMPs of the Company

As on the date of this Red Herring Prospectus, there are no outstanding material civil litigation initiated against the KMPs and SMPs of the Company.

?‚? Other pending material civil litigations filed by the KMPs and SMPs of the Company

As on the date of this Red Herring Prospectus, there are no outstanding material civil litigation initiated by the KMPs and SMPs of the Company.

E. TAX PROCEEDINGS

Nature of Proceedings	Number of cases	Amount involved (Rs. in lakhs)	Status (Description)
Of the Company
Direct Tax (Income Tax)	Nil	Nil	NA
Direct Tax (TDS)	Nil	Nil	NA
Indirect Tax (GST)	Nil	Nil	NA
Of the Promoters
Nidhi Parth Sheth
Direct Tax (Income Tax)	Nil	Nil	NA
Pallavi Hiren Kothari
Direct Tax (Income Tax)	Nil	Nil	NA
Manan H Kothari
Direct Tax (Income Tax)*	NA	NA	NA
Forum Abhay Kapashi
Direct Tax (Income Tax)	Nil	Nil	NA
Onus Digital Services Private Limited
Direct Tax (Income Tax)	Nil	Nil	NA
Direct Tax (TDS)	3	0.01	Outstanding TDS Demand for FY 2022-23 of Rs 650 and for FY 2023-24 of Rs 660
Of the Directors (excluding Promoter Director)
Paresh Bhatelia
Direct Tax (Income Tax)	Nil	Nil	NA
Shashin Jayantilal Koradia
Direct Tax (Income Tax)	Nil	Nil	NA

Nature of Proceedings	Number of cases	Amount involved (Rs. in lakhs)	Status (Description)
Abhay Prakash Kapashi
Direct Tax (Income Tax)	Nil	Nil	NA
Hasmukh Gulabchand Mehta
Direct Tax (Income Tax)	8	172.05	Outstanding Demand for AY 2008-09, AY 2009-10, AY 2010- 11, AY 2011-12, AY 2012- 13, AY 2013-14 and AY 2014- 15.
Of the KMPs (Other than Managing Director and Whole Time Directors)
Asha Ullahas Salian
Direct Tax (Income Tax)	Nil	Nil	NA
Meghha Trivedi
Direct Tax (Income Tax)	Nil	Nil	NA
Of the SMPs
Parminder Kaur
Direct Tax (Income Tax)	Nil	Nil	NA
Kalpesh Manilal Kenia
Direct Tax (Income Tax)	2	0.64	Outstanding Demand of Rs 26,660 for AY 2011-12 and for Rs 37,280 for AY 2010- 11

* Since Manan Kothari is not a resident Indian, in terms of IT Act, 1961, he is not required to file IT returns in India.

F. AMOUNTS OWED TO SMALL SCALE UNDERTAKINGS AND OTHER CREDITORS

Our Board of Directors considers dues owed by our Company to the creditors exceeding 20% of the Companys trade payables as per the last Restated Financial Statements as material dues for the Company. The Consolidated trade payables for the sub period ended on September 30, 2025 were Rs 367.72 Lakhs. Accordingly, a creditor has been considered material if the amount due to such creditor exceeds Rs 73.54 Lakhs. This materiality threshold has been approved by our Board of Directors pursuant to the resolution passed on January 17, 2025. Based on these criteria, details of outstanding dues owed as on September 30, 2025 by our Company on are set out below:

(Rs. in lakhs )

Types of creditors	Number of creditors	Amount involved
Micro, small and medium enterprises	5	4.76
Other Creditors	33	362.97
Total (A+B)	38	367.72
Material Creditors (Non MSME)	1	176.20

The details pertaining to net outstanding dues towards our material creditors as on September 30, 2025 (along with the names and amounts involved for each such material creditor) are available on the website of our Company at It is clarified that such details available on our website do not form a part of this Red Herring Prospectus.

MATERIAL DEVELOPMENTS OCCURRING AFTER LAST BALANCE SHEET DATE

Except as disclosed in Chapter titled " Managements Discussion & Analysis of Financial Position & Results of Operations " beginning on page 246 of this Red Herring Prospectus, there have been no material developments that have occurred after the Last Balance Sheet date.