MANAGEMENTS DISCUSSION AND ANALYSIS OF 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 Information on page 295.
Some of the information in this section, including information with respect to our strategies, contain forward-looking statements that involve risks and uncertainties. Prospective investors should read Forward-Looking Statements on page 21 for a discussion of the risks and uncertainties related to those statements along with Risk Factors and
Restated Financial Information on pages 36 and 295, respectively. Our actual results may differ materially from those expressed in or implied by these forward-looking statements.
Our Companys financial year commences on April 01 and ends on March 31 of the immediately subsequent year, and references to a particular fiscal are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the context otherwise requires, the financial information for the six months period ended September 30, 2025 and the Fiscals 2025, 2024 and 2023, included herein is based on or derived from our Restated Financial Information included in this Pre-filed Draft Red Herring Prospectus. For details, please see Restated Financial Information on page 295. The following discussion is intended to convey the managements perspective on our financial condition and results of operations for the six months period ended September 30, 2025 and the Fiscals 2025, 2024 and 2023 and should be read in conjunction with our Restated Financial Information. The Restated Financial Information is based on our audited financial statements and is restated in accordance with the Companies Act, 2013, and the SEBI ICDR Regulations. Our audited financial statements are prepared in accordance with Ind
AS, which differ in certain material respects with IFRS and U.S. GAAP. For details, see Risk Factor 70 - Significant differences exist between the Ind AS used to prepare our financial information and other accounting principles, such as the U.S. GAAP and the International Financial Reporting Standards (IFRS), which may affect investors assessments of our Companys financial condition. on page 79.
An asset purchase agreement was entered into by and amongst Allergy & Immunology Virginia, LLC, ( A&I, LLC ) Allergy & Immunology, PLC, ( A&I, PLC ) and Saju Sebastian Eapen on April 18, 2025 ( Asset Purchase Agreement ). By virtue of this agreement, all assets of A&I, PLC were acquired by A&I, LLC. For further details regarding the arrangement, please see History and Certain Corporate Matters - Acquisition of Moms Belief US,
Inc. and Allergy & Immunology Virginia, LLC on page 265. We have included in this Updated Draft Red Herring Prospectus - I, the Pro Forma Consolidated Financial Information as at and for the year ended March 31, 2025, which has been prepared for illustrative purposes and presents a theoretical situation to show the impact of the acquisition of Moms Belief US, Inc. and Allergy & Immunology Virgina, LLC on our Company, including the financial position and results of operations that would have resulted, had the recent acquisition been completed at a date prior to March 31, 2025. Accordingly, our Pro Forma Consolidated Financial Information may not necessarily be indicative of what our actual results of operations, financial position and cash flows would have been for such period or as of such date, nor are these intended to be indicative of expected results or operations in the future periods or our future financial position. For details, please see Pro Forma Consolidated Financial Information, Summary of Pro Forma Consolidated Financial Information, and Managements Discussion and Analysis of Financial
Condition and Results of Operations - Pro Forma Consolidated Financial Information on pages 353, 89 and 365, respectively.
Unless otherwise indicated, industry and market data used in this section has been derived from the report titled
Report on Neuro-developmental Disorders issued in January 2026 prepared and issued by CARE Analytics and Advisory Private Limited ( CARE ), which was exclusively commissioned and paid for by our Company for the Issue, and was prepared and released by CARE, who were appointed by us pursuant to the engagement letter dated December 4, 2024. CARE is not, and has not in the past, been engaged or interested in the formation, or promotion, or management, of our Company. Further, it is an independent agency and neither our Company, nor our Directors, Promoters, Key Managerial Personnel and Senior Management Personnel, nor the BRLM is a related party to CARE as per the definition of related party under the Companies Act, 2013. The data included herein includes excerpts from the CARE Report which may have been re-ordered by us for the purposes of presentation. Further, the CARE Report was prepared on the basis of information as of specific dates and opinions in the CARE Report may be based on estimates, projections, forecasts and assumptions that may be as of such dates. CARE has prepared this study in an independent and objective manner, and it has taken all reasonable care to ensure its accuracy and completeness.
Prospective investors are advised not to unduly rely on the CARE Report. For more information and risks in relation to commissioned reports, please see Risk Factor 54 This Updated Draft Red Herring Prospectus I contains information from an industry report prepared by CARE, which we have commissioned and paid for solely for the purposes of the Issue. Accordingly, prospective investors are advised not to base their investment decision solely on such information on page 72. For details relating to the defined terms in the section, please see Definitions and Abbreviations Business/ Technical/ Industry and other related terms on page 11.
OVERVIEW
Our Company is a For-Profit Social Enterprise providing intervention plans for children with Neurodevelopmental
Disorders ( NDDs ). Such plans are personalised based on each childs unique needs and condition severity. NDDs include Autism Spectrum Disorder ( ASD ), Attention-Deficit/ Hyperactivity Disorder ( ADHD ), Down Syndrome
( DS ), Cerebral Palsy ( CP ), Intellectual Disability ( ID ), Learning Disabilities ( LD ), and Global Developmental Delays ( GDD ).
The Company was founded, primarily to address key barriers related to NDDs in the behavioural health domain, including lack of awareness, limited access, inadequate quality of care and affordability. Accordingly, our intervention plans are prepared to empower parents and families to become co-therapists in their childs developmental journey.
Based on number of centres, as of September 30, 2025, the Company ranks first (1 st ) in India in offering intervention plans for children with neurodevelopmental disorders (NDDs), and seventh (7 th ) globally among the listed players operating in a similar behavioural health domain. ( Source: CARE Report, on page 62 )
Our efforts have also been endorsed through recognitions such as being named among the most valued mother and child brands by the Times of India in 2020 and receiving the Innovative Practice Award from the Zero Project Selection Committee at the United Nations in Vienna in 2019. For further details on other awards received by us, please see,
Our Business - Awards and Recognition and History and Certain Corporate Matters - Key awards, accreditations, certifications and recognitions received by our Company on pages 243 and 264, respectively.
We started with our first centre in Gurgaon in 2018 and subsequently scaled our operations from 71 centres in Fiscal 2023 to 136 centres (excluding three centres recently acquired under our Step-Down Subsidiary in US) as of September 30, 2025. These 136 centres are spread across 57 cities spanning 20 states and union territories in India under our brand name, Moms Belief. With 43 centres in Tier 1, 76 centres in Tier 2 and 17 centres in Tier 3 cities in India, we have established a presence beyond major urban hubs to provide services in underrepresented and semi-urban geographies where access to developmental care has traditionally been limited. Our presence is predominantly in Tier 2 cities. ( Source: CARE Report, on page 62 )
Based on number of centres, the Company is Indias largest For Profit Social Enterprise offering intervention plans for children with NDDs. Till date, we have served upwards of 56,500 children since commencement of our operations in 2018. In the six months ended September 30, 2025, and in Fiscals 2025, 2024, and 2023, we served 7,773, 8,585, 9,344 and 6,935 children, respectively. ( Source: CARE Report, on page 62 )
Our services primarily cater to children from 18 months up to 12 years of age, with specialized programs for older children up to the age of 15 years focusing on vocational and life skills to facilitate a smooth transition to adulthood. Our centres offer a comprehensive and multidisciplinary suite of services, spanning early intervention, parental guidance, occupational therapy, language therapy and family support programs. ( Source: CARE Report, on page 62 )
Our centres are equipped with 150+ teaching tools, including sensory equipment, puzzles, and worksheets. Additionally, we provide home-based learning kits with 2,000+ teaching tools, supported by structured follow-ups and monitoring to track progress. ( Source: CARE Report, on page 62 )
On June 23, 2025, our Company acquired Moms Belief US, Inc., as our wholly owned Subsidiary and Allergy and Immunology Virginia, LLC, as our Step-Down Subsidiary in the USA, pursuant to which, we added 3 (three) centres, located in the state of Virginia in Salem, Lynchburg and Roanoke. This acquisition shall help us expand our behavioural health services in the USA, including support for children with NDDs. For further details on the acquisition and its impact on our financial position, please see Pro Forma Consolidated Financial Information,
Summary of Pro Forma Consolidated Financial Information, Managements Discussion and Analysis of
Financial Condition and Results of Operations - Pro Forma Consolidated Financial Information and History and Certain Corporate Matters - Acquisition of Moms Belief US, Inc. and Allergy & Immunology Virginia, LLC on pages
353, 89, 365 and 265, respectively.
On the basis of Restated Financial Information, we witnessed an increase in our Revenue from Operations from
221.31 million in Fiscal 2023 to 364.19 million in Fiscal 2025, reflecting CAGR of 28.28%. Further, we witnessed an increase in our Revenue from Operations from 221.31 million in Fiscal 2023, as mentioned in the Restated
Financial Information to 731.42 million in Fiscal 2025, as reflected in the Pro Forma Consolidated Financial
Information reflecting CAGR of 81.8%.
Our Company, as of September 30, 2025, has a team of over 339 full-time clinical professionals including:
child and adolescent psychologists; occupational therapists; speech-language pathologists; special educators; behaviour therapists; and
early childhood development professionals.
The experience and the expert knowledge of all these clinical professionals allows our Company to address a wide range of conditions, including ASD, ADHD, ID, GDD, and DS, through well-structured and researched techniques and mechanisms. For further details on our employees, please see Our Business - Our Team on page 242.
We provide our services primarily through the following centres:
For further details, please see Our Business - Our Centres on page 235.
The table below sets out the number of children and families served, through our various centres and e-therapy programs through digital mode, in the six months ended September 30, 2025 and in the past three fiscal, as well as the number of fresh enrolments in each of these periods:
| Particulars | September 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| Number of children and families served | 7,773 | 8,585 | 9,344 | 6,935 |
| Fresh Enrolments | 3,718 | 6,512 | 7,307 | 5,712 |
The table below sets forth the breakdown of our Revenue from Operations from various centre types as a percentage of our total Revenue from Operations, for the periods indicated:
| Six months period ended September 30, 2025 | Fiscal 2025 (Standalone) | Fiscal 2024 (Standalone) | Fiscal 2023 (Standalone) | |||||
| (Consolidated) | ||||||||
| Type of Centre | ( in million) | % of Revenue from | ( in million) | % of Revenue from | ( in million) | % of Revenue from | ( in million) | % of Revenue from |
| Operations | Operations | Operations | Operations | |||||
| Company Learning Centres | 19.13 | 4.43% | 24.01 | 6.59% | 15.27 | 4.99% | 3.70 | 1.67% |
| Company Learning Centres in partnership with Licensed | 106.86 | 24.77% | 184.14 | 50.56% | 172.25 | 56.28% | 172.66 | 78.02% |
| Professionals | ||||||||
| Centre of Excellence and | ||||||||
| 3.01 | 0.70% | 4.93 | 1.35% | 5.73 | 1.87% | 4.28 | 1.93% | |
| Research | ||||||||
| School Collaboration Centres | 0.11 | 0.03% | 0.01 | Negligible | Nil | Nil | Nil | Nil |
| Upskilling Academy | Nil | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
| Overseas Centres | 205.94 | 47.73% | NA | NA | NA | NA | NA | NA |
| Total | 335.05 | 77.65% | 213.09 | 58.51% | 193.25 | 63.14% | 180.64 | 81.62% |
A significant portion of our revenue is derived from our Company Learning Centres and Company Learning Centres in partnership with Licensed Professionals . These centres contributed 29.20% and 57.15% of our Revenue from Operations in September 30, 2025 and Fiscal 2025, respectively.
In addition to our core services, we also provide, under our export services, R&D and clinical innovation support to our Holding Company, and provide business support services, including accounting, HR, digital marketing, and data management, to our Promoter Group entity.
The table below sets out the bifurcation of Revenue from Operations of our Company for the six months period ended September 30, 2025, and for the past three fiscals:
| Six months period | ||||||||
| ended September 30, 2025 | Fiscal 2025 (Standalone) | Fiscal 2024 (Standalone) | Fiscal 2023 (Standalone) | |||||
| (Consolidated) | ||||||||
| Particulars | ( in million) | % of Revenue from Operations | ( in million) | % of Revenue from Operations | ( in million) | % of Revenue from Operations | ( in million) | % of Revenue from Operations |
| Domestic Revenue (A) | ||||||||
| Revenue from centre operations | 129.11 | 29.92% | 213.09 | 58.51% | 193.25 | 63.14% | 180.64 | 81.62% |
| Revenue from online services | 2.13 | 0.49% | 4.60 | 1.26% | 6.95 | 2.27% | 11.85 | 5.36% |
| Other operating revenue | 1.00 | 0.23% | 2.12 | 0.58% | 1.44 | 0.47% | 8.97 | 4.05% |
| Export Revenue (B) | ||||||||
| Revenue from export of services | 93.31 | 21.63% | 144.38 | 39.64% | 104.44 | 34.12% | 19.85 | 8.97% |
| Overseas Centres Revenue (C) | ||||||||
| Revenue from | 205.94 | 47.73% | Nil | Nil | Nil | Nil | Nil | Nil |
| Operations | ||||||||
| Total | ||||||||
| Revenue from | ||||||||
| Operations (A) + (B) + (c) | 431.49 | 100.00% | 364.19 | 100.00% | 306.08 | 100.00% | 221.31 | 100.00% |
SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS
The results of our operations and our financial conditions are affected by numerous factors and uncertainties, many of which may be beyond our control, including as discussed in Our Business and Risk Factors, on pages 217 and 36. Set forth below is a discussion of certain factors that the Company believe may be expected to have a significant effect on our financial condition and results of operations.
Ability to recruit and/or retaining our clinical professionals and qualified personnel
As on September 30, 2025, the Company had established a pan-India network of 136 centres across 57 cities and 20 states and union territories. These centres are supported by a multidisciplinary team of clinical professionals, including child and adolescent psychologists, speech-language pathologists, occupational therapists, special educators and behaviour therapists, who deliver individualized and effective intervention services. Delivering high standards of care requires continuous investment in recruiting, training, and retaining such professionals. The success and competitive positioning of the Companys centres is linked, in part, to the number and quality of clinical professionals and other personnel and to the ability to maintain constructive relationships with them. For further details on the clinical professionals engaged, please see Our Business on page 217.
As on September 30, 2025, the Company had engaged 339 certified clinical professionals. The availability of trained clinical professionals in the market, particularly those with expertise in NDDs, is limited and varies across geographies, especially in Tier 3 cities. Where suitably qualified personnel are not available locally, the Company may adjust services at certain centres or relocate staff, which influences operating costs.
In addition to its clinical professionals, the Company engages consultants under contractual arrangements to ensure service continuity and quality standards. Changes in such arrangements could require adjustments to service delivery. Competition for skilled professionals and applicable labour regulations influence compensation and contractual terms. As on September 30, 2025, the Company had also employed more than 80 clinical operations staff and headquarters and support staff (Source: CARE Report, on page 63) . Recruitment, training, and attrition management across these categories are important for operational and financial performance.
Ability to retain existing clients and attract new clients
The Companys revenues are dependent on maintaining relationships with existing clients, attracting new clients to its programmes, and sustaining relationships with referral sources, including stakeholders in the communities it serves. In the six months ended September 30, 2025, and in Fiscals 2025, 2024, and 2023, the Company served 7,773, 8,585, 9,344 and 6,935 children, respectively. Referral sources are independent and may direct clients to other service providers, making the Companys engagement with them an important element of its growth strategy.
Decisions by clients and referral sources are influenced by outcomes achieved, perceived value of services, affordability, age eligibility for programmes (children up to 15 years), and overall reputation in the market. Many programmes require sustained family commitment, regular attendance, and adherence to therapy plans. Satisfaction levels, quality of services, and brand reputation are therefore important factors driving client enrolments and retention.
Ability to expand business through setting up new centres
The Companys growth strategy includes establishing new centres under both organic and inorganic approaches, achieving cost efficiencies, and expanding service offerings. Site selection is an important determinant of performance and involves assessment of demographic suitability, proximity to healthcare and education ecosystems, infrastructure readiness, accessibility, and brand visibility.
A portion of the Net Proceeds of the Issue is proposed to be utilised for setting up new centres in India. For further details, please see Objects of the Issue on page 115. Sites that align closely with operational and strategic criteria support enrolment levels, efficiency of service delivery, and financial outcomes. Locations that are not fully aligned with such expectations may influence client access, visibility, and utilization of clinical resources.
Regulatory and tax framework
The Companys operations are subject to applicable regulations in India and other jurisdictions where it operates. At present, its services fall under the exempt category of healthcare services under the Goods and Services Tax (GST) regime, and GST registration has not been obtained for its centres. Any change in the GST framework in the future could result in applicability to healthcare services.
In India and in foreign jurisdictions where the Company operates, new regulations and policies may require approvals, licenses, or compliance measures. Such changes may involve additional expenditure and operational adjustments. The Company monitors developments in applicable regulatory and tax frameworks to align its operations accordingly.
Acquisition of business of Moms Belief US, Inc.
On June 23, 2025, our Company acquired Moms Belief US, Inc., as our wholly owned Subsidiary and Allergy and Immunology Virginia, LLC, as our Step-Down subsidiary in the USA, pursuant to which, we added 3 (three) centres, located in the state of Virginia in Salem, Lynchburg and Roanoke. This acquisition shall help us expand our behavioural health services in the USA, including support for children with NDDs. For further details see, History and Certain Corporate Matters - Acquisition of Moms Belief US, Inc. and Allergy & Immunology Virginia, LLC on page 265.
The acquisition supports the Companys strategic goals by enabling geographic diversification and marking its entry into the mature and high-potential U.S. healthcare market, specifically in Virginia. It expands the Companys service offerings beyond pediatric and neurodevelopmental care into allergy and immunology, thereby broadening its clinical capabilities and customer base. The transaction includes the acquisition of physical infrastructure, medical equipment, treatment protocols, patient records, and licenses. All staff, including clinicians and support personnel, have transitioned to the Company under existing terms, ensuring continuity of care and operations. While there are no immediate changes to service delivery or pricing, the acquisition enhances the Companys geographic footprint and is expected to drive future growth in patient volume and market presence in the U.S.
Pro Forma Consolidated Financial Information
Our Pro Forma Consolidated Financial Information, which comprises the Pro Forma consolidated balance sheet as at March 31, 2025, the Pro Forma consolidated statement of profit and loss for the year ended March 31, 2025, and related notes to the Pro Forma Consolidated Financial Information. The applicable criteria, on the basis of which our Company has compiled the Pro Forma Consolidated Financial Information as required under clause 11(I)(B)(iii) of Part A of Schedule VI of the SEBI ICDR Regulations, as required by our Company, are specified in Note 1 of the Pro Forma Consolidated Financial Information. The Pro Forma Consolidated Financial Information has been compiled by our Company to illustrate the impact of the acquisition of Moms Belief US Inc. on our financial position as at March
31, 2025 and our financial performance for the year ended March 31, 2025 as if the acquisitions had taken place at the beginning of the said financial year, being April 01, 2024. Our Statutory Auditor has issued a report in accordance with SAE 3420 on the Pro Forma Consolidated Financial Information.
SIGNIFICANT ACCOUNTING POLICIES
Set forth below is a summary of our most significant accounting policies adopted in preparation of the Financial Information:
a. Financial instruments
Initial recognition
The Company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are recognised at fair value on initial recognition, except for trade receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities that are not at fair value through profit or loss, are added to the fair value on initial recognition.
Subsequent measurement
i. Non-derivative financial instruments
(i) Financial assets carried at amortised cost
A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A financial asset that meets the amortized cost criteria or debt instruments that meet the FVTOCI criteria may be designated as at FVTPL upon initial recognition if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities or recognizing the gains and losses on them on different bases. The Group has not designated any debt instrument as at FVTPL.
(ii) Financial assets at fair value through other comprehensive income
A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Further, in cases where the Company has made an irrevocable election based on its business model, for its investments which are classified as equity instruments, the subsequent changes in fair value are recognised in other comprehensive income.
(iii) Financial assets at fair value through profit or loss
A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss.
(iv) Financial liabilities
Initial Recognition and Measurement
All Financial Liabilities are recognized at fair value and in case of borrowings, net of directly attributable cost. Fees of recurring nature are directly recognised in the consolidated Statement of Profit and Loss as finance cost. Subsequent Measurement
Financial liabilities are subsequently carried at amortised cost using the effective interest method, except for contingent consideration, recognised in a business combination which is subsequently measured at fair value through profit and loss. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate the fair value due to the short maturity of these instruments.
Financial assets and Financial Liabilities are classified into 3 levels based on their hierarchy which are measured at fair value
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs)
b. Use of estimates
The preparation of financial statements requires the management to make judgments, estimates and assumptions that affect the reported amounts of expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based on the managements best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.
c. Current versus non-current classification
The Company presents assets and liabilities in the Balance Sheet based on current/ non-current classification.
An asset is classified as current when it satisfies any of the following criteria: i. It is expected to be realised or intended to be sold or consumed in normal operating cycle; ii. It is held primarily for the purpose of trading; iii. It is expected to be realised within twelve months after the reporting period; or iv. Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
Current assets include the current portion of non-current assets. All other assets are classified as non-current.
A liability is current when it satisfies any of the following criteria: a) It is expected to be settled in normal operating cycle; b) It is held primarily for the purpose of trading; c) It is due to be settled within twelve months after the reporting period; or d) There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
Current liabilities include the current portion of non-current liabilities. The Company classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Company has identified twelve months as its operating cycle.
d. Property, plant and equipment
For transition to Ind AS, the Company has elected to continue with the carrying value of all of its property, plant and equipment recognised as of April 01, 2021 (transition date) measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.
Property, plant and equipment is carried at cost of acquisition less accumulated depreciation and/or accumulated impairment loss, if any. The cost of an item of property, plant and equipment comprises its purchase price, and non-refundable taxes, duties or levies, and any other directly attributable cost of bringing the asset to its working condition for its intended use; any trade discounts and rebates are deducted in arriving at the purchase price.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss. All the items of property, plant and equipment are stated at historical cost net off cenvat credit less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.
e. Intangible assets
Intangible assets acquired by the Company are measured initially at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any.
Intangible assets are amortized on a straight-line basis over the estimated useful economic life of three years. All intangible assets are assessed for impairment whenever there is an indication that the intangible asset may be impaired. Infinite-life intangible assets comprise of trademark and brands, for which there is no foreseeable limit to the period over which they are expected to generate net cash inflows. These are considered to have an indefinite life, given the strength and durability of the brands and the level of marketing support. For indefinite life intangible assets, the assessment of indefinite life is reveiwed annually to determince whether it continues, if not, it is impaired or changed prospectively basis revised estimates.
The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the statement of profit and loss unless such expenditure forms part of carrying value of another asset.
Costs relating to acquisition of initial software license fee and installation costs are capitalized in the year of purchase. Software costs are amortized using the straight-line method over their useful lives estimated by the management at three years.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit and loss when the asset is derecognised.
f. Depreciation and amortization
Property, Plant and Equipment
Depreciation on property, plant and equipment is Charged on Written Down Value method either on the basis of rates arrived at with reference to the estimated useful life of the assets evaluated by the management to rated arrived at based in the useful life as specified in Part C of Schedule II of the Companies Act, 2013.
The estimated useful lives of fixed assets are as follows:
Furniture and fixtures -10 years
Office equipment- 5 years
Computers- 3 years
Motor Vehicle- 8 years
Temporary Structure, defined as expenditures made to establish a centre, will be recognized and recorded in accordance with the Indian accounting standards. The useful life of these improvements will be determined as 3 years for financial reporting purposes as per the companies Act.
Expenditures incurred for establishing a centre, including but not limited to structural modifications, installations, and decorations, will be identified as Temporary. These expenditures will be capitalized and recognized as assets in the organizations financial statements.
The assets residual values, estimated useful lives and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. Gains and losses on disposal are determined by comparing proceeds with carrying amount and are credited / debited to profit or loss.
Intangible Assets
The amortisation period and method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from previous estimates, the amortization period is changed accordingly.
Gains or losses arising from derecognition of an intangible assets are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the Statement of Profit and Loss when the asset is derecognized.
g. Capital work in progress
Capital work-in-progress are carried at cost less impairment loss, if any. Cost includes direct material costs, direct labor costs, directly attributable costs and all other incidental expenses incurred during the construction till the commencement of commercial operations and borrowing costs capitalised in accordance with the Companys accounting policy. Other expenses incurred during the construction period which are in the nature of administrative, other general overheads or abnormal in nature and are not directly attributable to the asset are recognised as an expense in the Statement of Profit and Loss. Such assets are classified to the appropriate categories of property, plant and equipment when completed and ready for intended use. Depreciation on these assets commences when the assets are ready for their intended use.
h. Leases
The Company, as a lessee, recognises a right-of-use asset and a lease liability for its leasing arrangements, if the contract conveys the right to control the use of an identified asset. The contract conveys the right to control the use of an identified asset, if it involves the use of an identified asset and the Company has substantially all of the economic benefits from use of the asset and has right to direct the use of the identified asset. The cost of the right-of- use asset shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs incurred. The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset.
The Company measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses incremental borrowing rate. For short-term and low value leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the lease term.
Impairment of financial assets (other than at fair value)
The Company recognizes loss allowances using the Expected Credit Loss (ECL) model for the financial assets which are not fair valued through profit or loss. Loss allowance for trade receivables with no significant financing component is measured at an amount equal to lifetime ECL.
Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument.
The Company follows simplified approach for recognition of impairment loss allowance on Trade receivables.
The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.
For all other financial assets, expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition, in which case those financial assets are measured at lifetime ECL. The changes (incremental or reversal) in loss allowance computed using ECL model, are recognised as an impairment gain or loss in the statement of profit and loss. Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.
12-month expected credit losses are the portion of expected credit losses that result from default events that are possible within 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
In all cases, the maximum period considered when estimating expected credit losses is the maximum contractual period over which the Company is exposed to credit risk.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the
Companys historical experience and informed credit assessment, that includes forward-looking information. The Company applies the simplified approach under Ind AS 109 for trade receivables, recognizing lifetime ECL from initial recognition. The provision is based on a matrix considering ageing and credit risk.
For retail receivables, provision is made at 10% for dues up to 30 days, 40% for 31 60 days, 50% for 61 90 days, 75% for 91 120 days, and 100% for balances over 120 days.
For corporate & B2B receivables, provision is made 1% for balances up to 1 year, 5% for 1 2 years, 20% for 2-3 years and 50% for dues exceeding 3 years.
Forward-looking information such as macroeconomic factors and customer payment trends is also considered in ECL assessment.
Measurement of ECLs
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Company expects to receive).
ECLs are discounted at the effective interest rate of the financial asset. Presentation of allowance for ECL in the balance sheet
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets
Write-off
The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the counterparty does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Companys procedures for recovery of amounts due.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the assets and settle the liabilities simultaneously.
i. Share Capital
(i) Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new ordinary shares and share options are recognised as a deduction from equity, net of any tax effects.
j. Fair value measurement
In determining the fair value of its financial instruments, the Company uses a variety of methods and assumptions that are based on market conditions and risks existing at each reporting date. The methods used to determine fair value include discounted cash flow analysis and available quoted prices. All methods of assessing fair value result in general approximation of value, and such value may never actually be realized.
For all other financial instruments, the carrying amounts approximate fair value due to the short maturity of those instruments.
k. Revenue recognition
Company has applied Ind AS 115 which establishes a comprehensive framework for determining whether, how much and when revenue is to be recognised.
Ind AS 115 five step model is used to determine whether revenue should be recognised at a point in time or over time, and at what amount is as below:
Step 1: Identify the contract with the customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations
Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation.
The Company earns revenue primarily from sale of services. Revenue is measured based on the consideration specified in a contract with a customer. The Company recognises revenue when it transfers control over a good or service to a customer.
Revenue is recognised upon transfer of control of promised services to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those services. *Revenue from providing services is recognised in the accounting period in which services are rendered.
Revenue is measured based on the transaction price, which is the consideration, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers.
In the previous accounting period (i.e., March 24, March 23 and March 22), the company followed the practice of recognizing deferred revenue income, which was grouped under liabilities, as a part of its revenue recognition policy. Under this approach, amounts received in advance for goods or services yet to be delivered were initially recognized as a liability on the balance sheet, and revenue was recognized when the related performance obligation was satisfied.
However, in accordance with IND AS 115 Revenue from Contracts with Customers, the company has revised its revenue recognition policy. Under IND AS 115, revenue is now recognized based on the transfer of control of goods or services to customers, rather than the previous focus on risks and rewards. As per the new policy, the company does not recognize deferred revenue income under liabilities.
Instead, revenue is recognized as and when the performance obligation is satisfied, which means that deferred revenue is no longer recognized in the same manner. This change aligns with the principles set forth under IND AS 115, which emphasizes a more accurate matching of revenue with the actual transfer of control over goods and services, rather than deferring recognition until a later period.
This change is effective for the current financial year, and the impact on the financial statements has been assessed and adjusted accordingly. The company believes this new policy provides a more transparent and consistent approach to revenue recognition in line with IND AS 115s guidelines.
l. Income Taxes
Tax expense comprises current and deferred tax. Current income-tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India and tax laws prevailing in the respective tax jurisdictions where the company operates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognized directly in equity is recognized in equity and not in the statement of profit and loss.
Deferred income taxes reflect the impact of timing differences between taxable income and accounting income originating during the current year and reversal of timing differences for the earlier years. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted at the reporting date. Deferred income tax relating to items recognized directly in equity is recognized in equity and not in the statement of profit and loss. Deferred tax liabilities are recognized for all taxable timing differences. Deferred tax assets are recognized for deductible timing differences only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits.
At each reporting date, the company re-assesses unrecognized deferred tax assets. It recognizes unrecognized deferred tax asset to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realized.
The carrying amount of deferred tax assets are reviewed at each reporting date. The company writes-down the carrying amount of deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set-off current tax assets against current tax liabilities and the deferred tax assets and deferred taxes relate to the same taxable entity and the same taxation authority.
Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The company recognizes MAT credit available as an asset only to the extent that there is convincing evidence that the company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which the company recognizes MAT credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax under the Income-tax Act, 1961, the said asset is created by way of credit to the statement of profit and loss and shown as MAT Credit Entitlement. The company reviews the MAT credit entitlement asset at each reporting date and writes down the asset to the extent the company does not have convincing evidence that it will pay normal tax during the specified period.
m. Earnings per share
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period. Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.
n. Provisions
A provision is recognized when the company has a present obligation as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.
Where the company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of profit and loss net of any reimbursement.
o. Contingent Liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The company does not recognize a contingent liability but discloses its existence in the financial statements.
p. Investments
Investments, which are readily realizable and intended to be held for not more than one year from the date on which such investments are made, are classified as current investments. All other investments are classified as long-term investments.
On initial recognition, all investments are measured at cost. The cost comprises purchase price and directly attributable acquisition charges such as brokerage, fees and duties. If an investment is acquired, or partly acquired, by the issue of shares or other securities, the acquisition cost is the fair value of the securities issued. If an investment is acquired in exchange for another asset, the acquisition is determined by reference to the fair value of the asset given up or by reference to the fair value of the investment acquired, whichever is more clearly evident. Current investments are carried in the financial statements at lower of cost and fair value determined on an individual investment basis. Long- term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of the investments. On disposal of an investment, the difference between its carrying amount and net disposal proceeds is charged or credited to the statement of profit and loss.
q. Cash and cash equivalents
Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term investments with an original maturity of three months or less.
r. Employee Benefit
The Companys employee benefits mainly include salaries, allowances, bonuses, defined contribution plans, defined benefit plans and compensated absences. The employee benefits are recognised in the year in which the associated services are rendered by the employees.
s. Defined Contribution Plan
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions and will have no legal or constructive obligation to pay further amounts. Under the defined contribution plan, the Company provides benefit in the form of contribution to provident fund and superannuation fund in respect of certain employees at a pre-determined rate. The Companys contributions to defined contribution plans are recognized in statement of profit and loss as they fall due. The Company has no further obligations under these plans beyond its monthly contributions.
The provisions of The Employees Provident Funds & Miscellaneous Provisions Act, 1952 and The Employees State Insurance Act, 1948 are applicable to the Company. The Company has been depositing its and employees contributions to the Provident Fund and Employees State Insurance with the appropriate authorities in a timely manner in accordance with the requirements of the respective legislations. As at the reporting date, there are no arrears of such statutory dues outstanding for a period of more than six months from the date they became payable.
t. Defined Benefit Plan
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. Under the defined benefit plan, the Company provides retirement benefit in the form of gratuity. Under the plan, a lump sum payment is made to eligible employees at retirement or termination of employment based on respective employee salary and years of experience with the Company. The cost of providing benefits under this plan is determined on the basis of actuarial valuation carried out at the reporting date by an independent qualified actuary using the projected unit credit method. Actuarial gains and losses are recognised in full in the period in which they occur in the statement of profit and loss.
The obligation towards the said benefit is recognised in the balance sheet, at the present value of the plan liabilities. The Company does not carry any plan assets. The present value is determined by discounting the estimated future cash outflows, using interest rates of government bonds.
All expenses excluding re-measurement of actuarial gains and losses of the net defined benefit liability, in respect of defined benefit plans are recognized in the statement of profit and loss as incurred. Re-measurement, of actuarial gains and losses is recognized through other comprehensive income in the period in which they occur. Remeasurements are not reclassified to the statement of profit and loss in subsequent periods.
u. Compensated Absences
The Company provides for compensated absences comprising both encashment and availment of leave balances earned by employees over their period of service, in accordance with the Companys leave policy. The liability towards leave encashment is classified as a long-term employee benefit under Ind AS 19 Employee Benefits and is determined based on actuarial valuation carried out at the year end. The provision recognised in the financial statements represents the present value of the obligation as at the reporting date.
v. Impairment of Assets a) Financial assets
The Company recognises loss allowances using the expected credit loss (ECL) model for the financial assets which are not fair valued through profit or loss. Loss allowance for trade receivables with no significant financing component is measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL. The amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognised is recognised as an impairment gain or loss in the Statement of Profit and Loss.
b) Non-financial assets
Intangible assets and property, plant and equipment
Intangible assets and property, plant and equipment are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the CGU to which the asset belongs.
If such assets are considered to be impaired, the impairment to be recognised in the Statement of Profit and Loss is measured by the amount by which the carrying value of the assets exceeds the estimated recoverable amount of the asset. An impairment loss is reversed in the Statement of Profit and Loss if there has been a change in the estimates used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in prior years.
w. Borrowing costs
Borrowing costs include interest, amortization of ancillary costs incurred and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Costs in connection with the borrowing of funds to the extent not directly related to the acquisition of qualifying assets are charged to the Statement of Profit and Loss over the tenure of the loan.
x. Foreign currency transactions
Initial recognition
Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.
Conversion
Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction; and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined.
Exchange differences
Exchange differences arising on the settlement of monetary items or on restatement of the Companys monetary items at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognised as income or as expenses in the year in which they arise other than of the capitalisation of exchange differences which is referred to in PPE above.
KEY COMPONENTS OF OUR RESTATED STATEMENT OF PROFIT AND LOSS
Below are the key components of our statement of profit and loss from our continuing operations:
Total Income
Our total income comprises (i) Revenue from Operations; and (ii) other income.
Revenue from Operations
Revenue from Operations primarily comprises of providing personalized care plans for neurodivergent children, offering tailored intervention strategies based on each childs unique needs and condition severity. ( Source: CARE Report, on page 62 ) The NDDs we provide therapy and care plans for include ASD, ADHD, DS, CP, ID, LD, and GDD conducted through both offline and online modes, assessment services, counselling and export service revenue.
Domestic revenue is driven by the delivery of clinical services designed to support neurodiverse children across the
Company Learning Centres and Company Learning Centres in partnership with Licensed Professionals .
Export service revenue includes ongoing research and development services provided to our Holding Company, including but not limited to focusing on play-based therapeutic kits, play based resource tools, therapy video content, training material for therapy, providing therapies to economic weaker section. In Fiscal 2025, the Company launched a new vertical i.e., business support services which provides services to a fellow subsidiary. This vertical covers online therapy support, business operations management, accounting, human resources, IT services, data management, and digital marketing. The addition of this vertical marked a strategic step in diversifying global clinical capabilities and strengthening international revenue contribution.
? Other Income
Other income primarily comprises interest income earned on term deposits and interest income recognized through fair valuation of financial instruments. The interest income on term deposits reflects the returns generated from surplus funds invested in fixed deposits with scheduled banks. Meanwhile, the fair valuation interest income arises from the amortization of financial instruments, as per applicable Ind AS. These components form the recurring portion of other income and are influenced by the Companys treasury management practices and investment of available surplus funds.
Expenses
Our expenses primarily comprise employee benefit expenses, finance cost, depreciation & amortisation expense and other expenses.
? Employee Benefit Expenses
Employee benefit expense primarily comprises fixed and variable compensation components such as salaries, wages, and bonuses paid to employees. In addition, it includes the Companys statutory contributions to provident fund and other retirement benefit schemes, which are made in accordance with applicable regulations. Staff welfare expenses encompass costs related to employee engagement, health, safety, and well-being initiatives. Gratuity expenses represent the provision made towards future gratuity payments as per actuarial valuations, while leave encashment expenses reflect the cost of unutilized earned leave accrued by employees as per actuarial valuation. These expenses collectively reflect the Companys ongoing investment in its human capital to support operational efficiency and business growth.
? Finance Costs
Finance cost primarily comprises three key components: (i) interest on lease liabilities arising from lease agreements entered into by the Company for operational premises; (ii) interest expenses on borrowings, particularly related to unsecured corporate loans availed during Fiscal 2025 to support expansion and infrastructure development; and (iii) interest expenses arising due to fair valuation adjustments in accordance with applicable Ind AS. These components collectively reflect the Companys financing structure.
? Depreciation &Amortisation Expense
Depreciation and amortisation expense includes depreciation on property, plant, and equipment, right-of-use assets under lease agreements, and amortisation of intangible assets such as software. These expenses represent the systematic allocation of asset costs over their useful lives and reflect the Companys investment in infrastructure and technology to support its operations.
? Other Expenses
Other expenses primarily comprise legal and professional fees including therapy services, licensed professional, and consultant costs, this includes rent, office expenses, travel and accommodation, and advertising, sales promotion expenses etc.
Income Tax Expense
Income tax expense comprises current tax, adjustment for tax relating to earlier years and deferred tax.
RESULTS OF OPERATIONS
The following tables set forth our selected financial data from our Restated Financial Information for the six months period ended September 30, 2025 and for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, the components of which are also expressed as a percentage of total income for such years:
| Six months period | ||||||||
| ended September 30, 2025 | Fiscal 2025 (Standalone) | Fiscal 2024 (Standalone) | Fiscal 2023 (Standalone) | |||||
| (Consolidated) | ||||||||
| Particulars | In Millio n | As a percentag e of total income | In Millio n | As a percentag e of total income | In Millio n | As a percentag e of total income | In Millio n | As a percentag e of total income |
| Revenue from Operations | ||||||||
| 431.49 | 99.73% | 364.19 | 99.68% | 306.08 | 99.52% | 221.31 | 99.39% | |
| - Domestic Revenue | 132.24 | 30.57% | 219.81 | 60.16% | 201.64 | 65.56% | 201.46 | 90.48% |
| - Overseas revenue | 205.94 | 47.60% | Nil | Nil | Nil | Nil | Nil | Nil |
| - Export Revenue | 93.31 | 21.57% | 144.38 | 39.52% | 104.44 | 33.96% | 19.85 | 8.91% |
| Other income | 1.16 | 0.27% | 1.16 | 0.32% | 1.49 | 0.48% | 1.36 | 0.61% |
| Total income | 432.65 | 100.00% | 365.35 | 100.00% | 307.57 | 100.00% | 222.67 | 100.00% |
| Employee benefits expenses | ||||||||
| 205.07 | 47.40% | 211.11 | 57.78% | 159.67 | 51.91% | 102.25 | 45.92% | |
| Finance costs | 5.40 | 1.25% | 5.93 | 1.62% | 1.32 | 0.43% | 1.36 | 0.61% |
| Depreciation and amortization expenses | 19.25 | 4.45% | 21.92 | 6.00% | 14.08 | 4.58% | 12.40 | 5.57% |
| Other expenses | 182.94 | 42.28% | 122.91 | 33.64% | 131.50 | 42.76% | 191.22 | 85.88% |
| Total expenditure | 412.66 | 95.38% | 361.87 | 99.05% | 306.57 | 99.67% | 307.23 | 137.98% |
| Profit/ (loss) before tax | 19.99 | 4.62% | 3.48 | 0.95% | 1.00 | 0.33% | (84.56 ) | (37.98)% |
| Current tax | 1.88 | 0.43% | - | - | - | - | - | - |
| Deferred tax | 4.57 | 1.06% | (55.33 | (15.14)% | (7.53) | (2.45)% | - | - |
| ) | ||||||||
| Profit/(Loss) after tax for the period/ year | 13.54 | 3.13% | 58.81 | 16.10% | 8.53 | 2.77% | (84.56 | (37.98)% |
| ) | ||||||||
SIX MONTHS ENDED SEPTEMBER 30, 2025
Total Income
Total income for the six months ended September 30, 2025, was 432.65 million which primarily included revenue from operations of 431.49 million and other income of 1.16 million.
Revenue from Operations
Revenue from operations for the six months ended September 30, 2025, was 431.49 million which included Domestic, Overseas and Export Revenue.
Other income
Other income for the six months ended September 30, 2025, was 1.16 million, which primarily included Interest on Term Deposits of 0.90 million.
Expenses
Total expenses for the six months ended September 30, 2025, was 412.66 million which primarily included Employee Benefit Expenses of 205.07 million.
Employee benefit expense
Employee benefits expenses for the six months ended September 30, 2025 was 205.07 million which primarily included salaries, Wages and Bonus of 197.98 million.
Financial costs
Financial costs for the six months ended September 30, 2025 was 5.40 million which primarily included Interest on Loan of 2.91 million.
Depreciation and amortisation expense
Depreciation and amortization expense for the six months ended September 30, 2025 was 19.25 million.
Other expenses
Other expense for the six months ended September 30, 2025 was 182.94 million.
Profit before tax
Profit before tax for the six months ended September 30, 2025 was 19.99 million.
Tax Expense
Tax expense for the six months ended September 30, 2025 was 6.45 million.
FISCAL PERIOD ENDED MARCH 31, 2025, COMPARED WITH THE FISCAL PERIOD ENDED MARCH 31, 2024 (BASED ON RESTATED FINANCIAL INFORMATION)
Total Income
The Total Income for Fiscal 2025 stood at 365.35 million, as compared to 307.57 million in Fiscal 2024, representing an increase of 18.79%. Revenue from Operations
Revenue from Operations stood at 364.19 million in Fiscal 2025, as compared to 306.08 million in Fiscal 2024, reflecting a growth of 18.99%. There was an increase in Revenue from Operations in Fiscal 2025. The performance reflects the Companys continued focus on steady execution of its existing business strategies and service delivery across its network.
Domestic Revenue
Our domestic revenue increased by 9.01%, reaching 219.81 million in Fiscal 2025, as compared to 201.64 million in Fiscal 2024. This growth was fuelled by the expansion and scaling of the Companys service delivery infrastructure, which includes Company Learning Centres, Company Learning Centres in partnership with Licensed Professionals and Centre for Excellence and Research . Additionally, during the Fiscal 2025, the Company added
40 new centres (net) increasing its total count to 111 centres spread across 56 cities in 20 states as of March 31, 2025.
This extensive reach not only enhanced the Companys visibility and brand presence but also significantly improved client access to therapy and wellness services, thereby contributing directly to revenue growth.
Export Revenue
In addition to domestic growth, the Company continued to diversify its revenue by expanding its international operations in Fiscal 2025. Our export revenue increased by 38.24%, reaching 144.38 million in Fiscal 2025, as compared to 104.44 million in Fiscal 2024. During the year, the Company launched a new service vertical i.e., business support services delivering a range of solutions from India to overseas clients. These services include online therapy (provided on behalf of a fellow subsidiary), business operations management, accounting, human resources management, IT services, data management, and digital marketing. In Fiscal 2025, this vertical contributed 21.31 million in revenue. This addition marked a strategic extension of the Companys service portfolio in global markets. Alongside this, the Company continued to offer Research and Development services including but not limited enhances family-centred special needs support through play-based, holistic interventions and community collaboration, emphasizes policy advocacy, affordability to economically weaker families, and tech-driven scalability to improve access and impact globally to its Singapore-based holding company. The revenue for Research and development service has been increased by 17.84% from 104.44 million to 123.07 million.
The break-up of Companys Country-wise Export Revenue (country-wise) based on Restated Financial Information, during the six months period ended September 30, 2025, and past three Fiscals is as follows:
| Amount in millions | ||||
| Particulars | Six months period ended September 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| (Consolidated) | (Standalone) | (Standalone) | (Standalone) | |
| Singapore | 71.50 | 123.07 | 104.44 | 19.85 |
| USA | 21.81 | 21.31 | - | - |
| Total export revenue | 93.31 | 144.38 | 104.44 | 19.85 |
Other income
Other income decreased by 22.15% in Fiscal 2025, decreasing from 1.49 million in Fiscal 2024 to 1.16 million in
Fiscal 2025. This decrease was primarily attributed to the absence of certain non-recurring income streams that were present in Fiscal 2024. A major contributing factor to these decreases was the reduction in write-back of liabilities, which fell from 0.84 million in Fiscal 2024 to 0.05 million in Fiscal 2025. The Company strategically placed higher term deposits during the year, resulting in interest income rising from 0.18 million in Fiscal 2024 to 0.83 million in
Fiscal 2025.
In summary, while non-recurring gains reduced, the growth in interest income from core treasury operations partially offset the decline, ensuring that the drop in other income was moderated.
| S. No Particulars | Fiscal 2025 | Fiscal 2024 | Change % |
| (in million) | (in million) | ||
| 1 Interest Income on Term Deposits | 0.83 | 0.18 | 361.11% |
| 2 Interest Income on Income Tax Refund | Nil | 0.04 | N.A. |
| 3 Profit on Sale of Assets | Nil | 0.02 | N.A. |
| 4 Interest Income-Fair Valuation | 0.24 | 0.13 | 84.62% |
| 5 Liability no longer required written Back | 0.05 | 0.84 | (94.05)% |
| 6 Miscellaneous Income | 0.04 | 0.28 | (85.71)% |
| Total | 1.16 | 1.49 | (22.15)% |
Expenses
Total expenses stood at 361.87 million in Fiscal 2025, compared to 306.57 million in Fiscal 2024, reflecting an increase of 18.04%. The rise was primarily driven by higher employee benefit expenses and increased depreciation charges. However, this was partially offset by a reduction in other expenses, which helped moderate the overall increase in total expenses for the Fiscal 2025.
? Employee benefit expense
Total employee benefit expenses stood at 211.11 million in Fiscal 2025, as compared to 159.67 million in Fiscal 2024, reflecting an increase of 32.22% . In Fiscal 2025, the Companys total number of employees net increased to
458, as compared to 365 in Fiscal 2024. This rise was mainly due to the expansion of operations, including the net addition of 40 new therapy centres during the Fiscal 2025. To support this growth, the Company hired more clinical staff, support staff, and administrative teams to ensure smooth operations and quality service at all locations. The Companys employee-related expenses also went up as the number of employees increased. One of the reasons for this increase was a higher expense towards gratuity, which is a benefit given to employees after a certain period of service. Since more employees were hired, the provision for this benefit increased compared to the Fiscal 2024.
Additionally, the Companys contribution to statutory funds like PF and ESI also increased. Overall, the rise in employee expenses reflects the Companys focus on expanding its presence and building a strong team to support future growth.
| Particulars | Fiscal 2025 | Fiscal 2024 | Changes % |
| (in million) | (in million) | ||
| Salaries, Wages and Bonus | 200.65 | 152.95 | 31.19% |
| Employers contribution to provident and other funds | 3.18 | 1.92 | 65.63% |
| Staff Welfare Expenses | 4.55 | 2.68 | 69.78% |
| Gratuity Expenses | 1.33 | 0.83 | 60.24% |
| Leave encashment | 1.40 | 1.29 | 8.53% |
| Total | 211.11 | 159.67 | 32.22% |
? Financial costs
Finance costs stood at 5.93 million in Fiscal 2025, as compared to 1.32 million in Fiscal 2024, reflecting an increase of 349. 24%. This rise was primarily driven by the Companys decision to avail 47.00 million in unsecured corporate borrowings to support the expansion of Company Learning Centres and Company Learning Centres in partnership with Licensed Professionals, for infrastructure upgrades, and enhancement of service delivery capabilities. As a result, the interest on loans amounted to 3.59 million during the Fiscal 2025.
In addition to borrowing-related interest, the Company also incurred 2.09 million in interest expense on lease liabilities, arising from new lease arrangements under Ind AS 116 for centres. Furthermore, an amount of 0.25 million was recognized as interest expense due to fair valuation adjustments in line with applicable Ind AS. The overall increase in finance costs reflects the Companys use of debt and lease financing to support its continued operational growth.
| Fiscal 2025 | Fiscal 2024 | ||
| Particular | Change % | ||
| (in million) | (in million) | ||
| Interest on Lease Liability | 2.09 | 1.19 | 75.63% |
| Interest on loan | 3.59 | Nil | N.A. |
| Interest Expense-Fair Valuation | 0.25 | 0.13 | 92.31% |
| Total | 5.93 | 1.32 | 349.24% |
? Depreciation and amortisation expense
Total Depreciation and Amortisation expenses stood at 14.08 million in Fiscal 2024 and increased to 21.92 million in Fiscal 2025, reflecting an increase of 55.68%. During Fiscal 2025, the Company undertook a strategic expansion of its healthcare network by opening several Company Learning Centres and Company Learning Centres in partnership with Licensed Professionals across multiple locations. As part of this expansion, the Company incurred capital expenditure amounting to 19.13 million, which was capitalized under fixed assets. These capitalized assets primarily included office equipment, furniture and fixtures, and infrastructure related to newly established centres. As a result of this capital investment, the depreciation expense for the Fiscal 2025 increased by 55. 68% as compared to the previous Fiscal 2024. This rise in depreciation is directly attributable to the commissioning of new fixed assets, which were brought into use during the year and began to be depreciated as per applicable accounting policies. The increase in depreciation cost reflects the Companys focus on expanding its operations and improving service delivery infrastructure.
| Fiscal 2025 | Fiscal 2024 | ||
| Particular | Change % | ||
| (in million) | (in million) | ||
| Depreciation on Property, Plant and | |||
| 11.41 | 6.97 | 63.70% | |
| Equipment | |||
| Depreciation on Intangible Assets | 0.68 | 1.26 | (46.03)% |
| Depreciation on Right on-use Assets | 9.83 | 5.85 | 68.03% |
| Total | 21.92 | 14.08 | 55. 68% |
Other expenses
Other expenses stood at 122.91 million in Fiscal 2025, compared to 131.50 million in Fiscal 2024, reflecting a decrease of 6.53%. This decline of 6.53% is primarily stemmed from a decrease in legal and professional fees , which fell 38.24% during the year on account of discontinue of Network Centres as part of a strategic decision by the
Company to consolidate operations under a more standardized structure. This indicates the Companys growing internal capacity and efforts to manage recurring legal and professional and other expenses engagements more efficiently.
However, the overall decrease was partially offset by an increase in several operational cost heads, directly associated with the Companys growth and network expansion strategy. Advertising and sales promotion expenses stood at 6.72 million in Fiscal 2025 as compare to 4.42 million in Fiscal 2024, reflecting an increase of 52.04% part of enhanced marketing campaigns undertaken for the launch and awareness of new centres. Consumption of materials stood at 4.22 million in Fiscal 2025 as compare to 2.64 million in Fiscal 2024, reflecting an increase of 59.85% due to higher procurement of consumables required for therapy sessions and services, in line with the rise in patient footfall. Office expenses stood at 15.68 million in Fiscal 2025, as compare to 11.37 million in Fiscal 2024, reflecting of an increase of 37.91% owing to administrative and support functions across newly opened locations.
Power and fuel expenses stood at 4.46 million in Fiscal 2025, as compare with 3.47 million in Fiscal 2024, that increase by 28.53% to support operational needs of the expanded infrastructure. Rent expenses stood at 26.94 million in Fiscal 2025, as compared with 20.06 million in Fiscal 2024 that reflected an increase of 34.30% due to leasing of additional premises for centres and clinics. Travelling and accommodation costs stood at 9.62 million in Fiscal 2025, as compare with 6.25 million in Fiscal 2024 which was an increase of 53.92% reflecting higher mobility for training, monitoring, and expansion-related field activities across different states.
Despite these increases in operational spending, the sharp drop in professional fees drove the overall reduction in other expenses. This trend reflects the Companys measures to manage cost and discretionary expenses while scaling operations.
| Fiscal 2025 | Fiscal 2024 | ||
| Expense Head | (in million) | (in million) | Change in % |
| Advertising & Sales Promotion Expenses | 6.72 | 4.42 | 52.04% |
| Consumption of Material | 4.22 | 2.64 | 59.85% |
| Legal and Professional Fees | 44.30 | 71.73 | (38.24)% |
| Office Expenses | 15.68 | 11.37 | 37.91% |
| Power and Fuel | 4.46 | 3.47 | 28.53% |
| Rent | 26.94 | 20.06 | 34.30% |
| Travelling and Accommodation | 9.62 | 6.25 | 53.92% |
| Total | 111.94 | 119.94 |
Profit/loss before tax
The restated profit before tax for the Fiscal 2025, stood at 3.48 million whereas in Fiscal 2024 it stood at 1.00 million due to reasons as described above.
Tax Expense
Tax expense for Fiscal 2025 stood at (55.33) million, entirely comprising deferred tax (55.33) million with no current tax component. In comparison, Fiscal 2024 recorded a tax expense of (7.53) million, also entirely comprising deferred tax. The increase in Fiscal 2025 primarily reflects deferred tax on brought-forward losses.
During Fiscal 2025, the Companys management reassessed the recoverability of deferred tax assets and concluded that it is now probable the Company will generate sufficient taxable profits in the future. This expectation is supported by the planned expansion of domestic operations and the successful launch of the Business Support Services vertical under export services. These strategic initiatives are anticipated to help the Company achieve economies of scale.
Profit/loss for the year
The restated profit after tax for the Fiscal 2025, stood at 58.81 million whereas in Fiscal 2024 it stood at 8.53 million due to reasons as indicated. Revenue from Operations rose by 18.99%, supported by expansion in domestic therapy services and the successful introduction of the business support services vertical under export revenue. This new stream contributed 21.31 million, reflecting the Companys ability to diversify its global offerings and serve its fellow subsidiary more comprehensively.
Despite a 32.22% increase in employee benefit expenses, due to a headcount increase from 365 to 458 and higher depreciation and finance costs related to infrastructure and lease expansions, the Company improved its operational scale. Cost efficiencies were achieved through a 6.53% reduction in other expenses, particularly a 38.24% drop in legal and professional fees, reflecting strengthened internal capabilities and rationalised external consulting. A key factor in PAT growth was the recognition of a deferred tax credit of 55.33 million, resulting from the reassessment of past losses and temporary differences in line with Ind AS. The Companys PAT margin significantly improved to
16.15% in Fiscal 2025 from 2.79% in Fiscal 2024.
| Fiscal 2025 | Fiscal 2024 | ||
| Particular | (in million) | (in million) | Changes |
| Revenue From Operations | 364.19 | 306.08 | 18.99% |
| Employee Benefit | 211.11 | 159.67 | 32.22% |
| Other Expenses | 122.91 | 131.50 | (6.53)% |
| Deferred Tax | (55.33) | (7.53) | 634.79% |
| PAT | 58.81 | 8.53 | 589.45% |
| PAT Margin | 16.15% | 2.79% | - |
FISCAL PERIOD ENDED MARCH 31, 2024, COMPARED WITH THE FISCAL PERIOD ENDED MARCH 31, 2023 (BASED ON RESTATED FINANCIALS STATEMENT)
Total Income
The Total Income for Fiscal 2024 stood at 307.57 million, as compared to 222.67 million in Fiscal 2023, representing an increase of 38.13%.
Revenue from Operations
Revenue from operations stood at 306.08 million in Fiscal 2024, as compared to 221.31 million in Fiscal 2023, reflecting a growth of 38.30%. Revenue from operations on account of Export of Services witnessed a significant growth of 426.15%, increasing from 19.85 million in Fiscal 2023 to 104.44 million in Fiscal 2024. This strong growth was mainly due to higher demand for the Companys specialized research and development services, which focus on improving therapeutic developmental kits using play-based methods to reduce stigma and support developmental growth. The Company also shifted from a mother-focused, academic approach to a more holistic, family-based model offered to its international Holding Company and the customized solutions helped it expand its global footprint and build credibility across new geographies.
In addition to the growth in service volumes, the Company also realigned its operating model by gradually transitioning from a traditional network centre to more scalable and efficient models such as Company Learning Centres and Company Learning Centres in partnership with Licensed Professionals . This strategic shift allowed the Company to improve operational control, standardize service delivery, and providing centrally governed structure along with enhancing profitability. Stronger demand from international markets and better internal processes helped drive the big increase in export services revenue, creating a strong base for steady long-term growth in the global market.
Other income
Other income for Fiscal 2023 stood at 1.36 million and increased to 1.49 million in Fiscal 2024, reflecting an increase of 9.56%.
| Fiscal 2024 | Fiscal 2023 | ||
| S. No. Particulars | Change % | ||
| ( in million) | ( in million) | ||
| 1 Interest Income on Term Deposits | 0.18 | 0.27 | (33.33)% |
| 2 Interest Income on Income Tax Refund | 0.04 | 0.05 | (20.00)% |
| 3 Profit on Sale of Assets | 0.02 | Nil | N.A. |
| 4 Interest Income-Fair Valuation | 0.13 | 0.09 | 44.44% |
| 5 Liability no longer required written Back | 0.84 | 0.83 | 1.20% |
| 6 Miscellaneous Income | 0.28 | 0.12 | 133.33% |
| Total | 1.49 | 1.36 | 9.56% |
Expenses
Total expenses stood at 306.57 million in Fiscal 2024, compared to 307.23 million in Fiscal 2023. Expenses remained largely stable, registering a marginal decrease of 0.21%. The decrease was primarily due to the reduction in other expenses majorly in legal and professional expense due to closure of network centre. However, this has been offset with increase in employee benefit expenses reflecting the expansion in operational scale and workforce in
Company Learning Centres and Company Learning Centres in partnership with Licensed Professionals.
? Employee benefit expense
Employee benefit expenses stood at 159.67 million in Fiscal 2024, as compared to 102.25 million in Fiscal 2023, reflecting an increase of 56.16%. The Company undertook a strategic transformation in its operating model during Fiscal 2024 by shifting away from a network centre arrangement to more scalable and centrally controllable
Company Learning Centres and Company Learning Centres in partnership with Licensed Professionals . This transition was aimed at strengthening the Companys ability to drive consistent service quality through centrally governed therapy centres, which allow for full control over clinical, operational, and compliance standards ensuring enhanced parent trust, therapeutic outcomes, and long-term scalability.
As a result of this expansion strategy and deeper integration of service delivery, there was a significant increase in human resource requirements. The Companys total employee headcount grew from 249 (net) at the end of Fiscal 2023 to 365 (net) at the end of Fiscal 2024, marking a growth of 46.59%. This expansion in workforce was necessary to support the wider geographic footprint and ensure adequate staffing across newly added centres. Consequently, total employee benefit expenses rose from 102.25 million in Fiscal 2023 to 159.67 million in Fiscal 2024, registering a growth of 56.16%. This increase reflects not only the higher staff strength but also enhanced compensation structures aligned with talent retention strategies and compliance with statutory obligations such as provident fund contributions, gratuity provisions, and welfare benefits. The rise in employee cost was a natural outcome of the Companys investment in capacity building to sustain its long-term strategic objectives.
| Fiscal 2024 | Fiscal 2023 | ||
| Particular | (in million) | (in million) | Change % |
| Total Employee Expenses | 159.67 | 102.25 | 56.16% |
| Head Count (Net) at the end of | 365 | 249 | 46.59% |
| Fiscal |
? Financial costs
Finance costs stood at 1.32 million in Fiscal 2024, as compared to 1.36 million in Fiscal 2023, reflecting a marginal decline of 2.94%. This slight reduction was primarily due to a decrease in interest on lease liabilities, which dropped by 6.30% from 1.27 million in Fiscal 2023 to 1.19 million in Fiscal 2024. The decrease in lease-related interest reflects optimization in lease arrangements or completion of earlier lease terms during the Fiscal 2024.
However, this decrease was partially offset by a 44.44% increase in fair valuation-related interest expenses, which rose from 0.09 million in Fiscal 2023 to 0.13 million in Fiscal 2024. Despite the increase in valuation-related costs, the overall finance costs remained largely stable due to the net impact of both components.
| Fiscal 2024 | Fiscal 2023 | ||
| Particular | (in million) | (in million) | Change % |
| Interest on Lease Liability | 1.19 | 1.27 | (6.30)% |
| Interest Expense-Fair Valuation | 0.13 | 0.09 | 44.44% |
| Total | 1.32 | 1.36 | (2.94)% |
? Depreciation and amortisation expense
Total depreciation and amortisation expenses stood at 14.08 million in Fiscal 2024 as compared 12.40 million reflecting an increase of 13.55%.
This increase was primarily driven by a 55.93% increase in depreciation on property, plant and equipment, which rose to 6.97 million in Fiscal 2024 from 4.47 million in Fiscal 2023. The increase reflects the capitalization of assets linked to the expansion of the Companys physical infrastructure, computers and office equipment, as result of newly established Company Learning Centres and Company Learning Centres in partnership with Licensed Professionals . At the same time, depreciation on right-of-use assets increased marginally by 3.17%. However, depreciation on intangible assets decreased by 44.25%, reducing to 1.26 million in Fiscal 2024 from 2.26 million in Fiscal 2023. This decrease is on account of amortization of a software previously capitalised.
| Fiscal 2024 | Fiscal 2023 | ||
| Particular | (in million) | (in million) | Change % |
| Depreciation on Property, Plant and Equipment | 6.97 | 4.47 | 55.93% |
| Depreciation on Intangible Assets | 1.26 | 2.26 | (44. 25)% |
| Depreciation on Right on-use Assets | 5.85 | 5.67 | 3.17% |
| Total | 14.08 | 12.40 | 13.55% |
Other expenses
Other expenses stood at 131.50 million in Fiscal 2024, compared to 191.22 million in Fiscal 2023, reflecting a decrease of 31.23%. This decline primarily stemmed from a substantial decrease in legal and professional fees , which fell 48.40% during the year. This indicates the Companys growing internal capacity and prudent decision to manage recurring legal and professional engagements more efficiently. Legal and professional expense has been drastically reduced due to closure of network centre as a strategic move of the Company.
However, the overall decrease was partially offset by an increase in several operational cost heads, directly associated with the Companys growth and expansion strategy to establishment of Company Learning Centres in partnership with Licensed Professionals. Advertising and sales promotion expenses increased by 23.12% part of enhanced marketing campaigns undertaken for the launch and awareness of new Company Learning Centres and Company
Learning Centres in partnership with Licensed Professionals . Consumption of materials rose by 388.89% due to higher procurement of consumables required for therapy sessions and services, in line with the rise in patient footfall.
Office expenses increased by 45.77% owing to administrative and support functions across newly opened locations. Rent expenses increased by 101.00% due to leasing of additional premises for Company Learning Centres and
Company Learning Centres in partnership with Licensed Professionals .
Despite these increases in operational spending, the sharp drop-in professional fees drove the overall reduction in other expenses. This trend reflects the Companys measures to manage cost and discretionary expenses while scaling operations.
| Fiscal 2024 | Fiscal 2023 | ||
| Particular | (in million) | (in million) | Change in % |
| Advertising & Sales Promotion Expenses | 4.42 | 3.59 | 23.12% |
| Consumption of Material | 2.64 | 0.54 | 388.89% |
| Legal and Professional Fees | 71.73 | 139.00 | (48.40)% |
| Office Expenses | 11.37 | 7.80 | 45.77% |
| Rent | 20.06 | 9.98 | 101.00% |
| Total | 110.22 | 160.91 | (31.50)% |
Profit/loss before tax
The restated profit/loss before tax for the Fiscal 2024, stood at 1.00 million whereas in Fiscal 2023 it stood at (84.56) million due to reasons described above.
Tax Expense
In Fiscal 2024, the Company recorded a tax expense of (7.53) million, entirely comprising of deferred tax asset of
7.53 million. The deferred tax expense arose from temporary differences between accounting income and taxable income, such as timing differences in depreciation and employee-related provisions. This reflects the Companys return to profitability and the need to recognise tax effects of these differences in line with applicable accounting standards.
Profit/loss for the year
The restated PAT for the Fiscal 2024, stood at 8.53 million whereas in Fiscal 2023 it stood at (84.56) million due to reasons described above.
The Company reported a profit after tax of 8.53 million in Fiscal 2024, a significant turnaround from the loss of 84.56 million in Fiscal 2023. This improvement was primarily supported by the Companys return to operational profitability and cost control measures. Revenue from operations increased by 38.30%, driven by a steady rise in research and development services provided to its Holding Company under the services segment.
In addition, other expenses declined by 31.23%, reflecting effective cost optimisation, primarily in legal and professional fees, which reduced due to the non-recurrence network-based centre costs. Although employee benefit expenses increased by 56.16% due to expanded staffing needs (net headcount rising from 249 to 365 at the end of fiscal), overall efficiency improved due to better utilisation of existing infrastructure. Notably, the Company did not incur any current tax liability in Fiscal 2024 owing to carried forward losses from the previous year. A deferred tax credit of 7.53 million was recognised. The Companys PAT margin stood at 2.79%, indicating early signs of recovery and sustainable growth.
| Fiscal 2024 | Fiscal 2023 | %Changes | |
| Particular | (in million) | (in million) | |
| Revenue From Operations | 306.08 | 221.31 | 38.30% |
| Employee Benefit | 159.67 | 102.25 | 56.16% |
| Other Expenses | 131.50 | 191.22 | (31.23)% |
| Deferred Tax | (7.53) | Nil | N.A. |
| PAT | 8.53 | (84.56) | 110.09% |
| PAT Margin | 2.79% | (38.21)% |
LIQUIDITY AND CAPITAL RESOURCES
Capital Requirements
Our principal capital requirements are for funding capital expenditure towards expenditure of New Centres . Our principal source of funding has been and is expected to continue to be cash generated from our operations and optimization of operating working capital. For the Fiscal 2025, the Company has met most of funding requirements, including satisfaction of debt obligations, capital expenditure, investments, other working capital requirements and other cash outlays, principally with cash generated from operations, intercorporate borrowing and proceed from issue of share capital.
In Fiscal 2024 the Company has met the most of funding requirements, capital expenditure and working capital requirements from cash generated from operations. In Fiscal 2023 the Company has met the most of funding requirements, capital expenditure and working capital requirements from proceed of share capital.
Liquidity
Our liquidity requirements arise principally from our capital expenditure to expand and working capital requirement. Historically, our principal sources of funding were equity infusion from shareholders and cash generated from operations.
Cash
Our anticipated cash flows are dependent on various factors that are beyond our control. See Risk Factors on page 36. The following table sets forth certain information relating to our cash flows in the six months ended September 30, 2025, Fiscal 2025, 2024 and 2023:
| Six months ended September 30, 2025 | For the year ended March 31, 2025 | For the year ended March 31, 2024 | For the year ended March 31, 2023 | |
| Particulars | (Consolidated) | (Standalone) | (Standalone) | (Standalone) |
| (in million) | ||||
| Net cash flows (used in)/ generated from operating activities | (31.91) | (18.11) | 20.98 | (68.59) |
| Net cash flows (used in)/ generated from investing activities | (52.99) | (20.40) | (27.47) | 15.16 |
| Six months ended September 30, 2025 | For the year ended March 31, 2025 | For the year ended March 31, 2024 | For the year ended March 31, 2023 | |
| Particulars | (Consolidated) | (Standalone) | (Standalone) | (Standalone) |
| (in million) | ||||
| Net cash flows (used in)/ generated from financing activities | 58.71 | 49.01 | 10.37 | 75.58 |
| Net increase/ (decrease) in cash and cash equivalents | (26.19) | 10.49 | 3.88 | 22.15 |
| Cash and cash equivalents at the end of the year end | 42.10 | 53.41 | 42.92 | 39.04 |
Cash Flows from Operating Activities
Six months ended September 30, 2025
We [generated/used] (31.91) million net cash from operating activities during six months ended September 30, 2025.
Profit before tax for six months ended September 30, 2025, was 19.99 million. Adjustments to reconcile profit before tax to operating profit before working capital changes primarily consisted of due to increase in trade receivable.
Our adjustments for working capital changes for six months ended September 30, 2025, primarily consisted of of due to increase in trade receivable.
Cash generated from operations in six months ended September 30, 2025, amounted to (31.85) million.
Fiscal 2025
The Company used 18.11 million net cash from operating activities during Fiscal 2025. Profit before tax for Fiscal
2025 was 3.48 million. Adjustments to reconcile profit before tax to operating profit before working capital changes primarily consisted of depreciation of 12.09 million, depreciation on right-of-use assets of 9.83 million, interest on loan of 3.59 million, interest on lease liability of 2.09 million, and interest expense fair valuation of 0.25 million. This was partially offset by interest income of 0.83 million and interest income fair valuation of 0.24 million.
Our adjustments for working capital changes for Fiscal 2025 primarily consisted of increase in trade receivables of
29.03 million, increase in other financial assets of 17.51 million, and increase in other current assets of 10.41 million, partially offset by an increase in other financial liabilities of 9.77 million and an increase in trade payables of 1.91 million. Net cash used in operations in Fiscal 2025 amounted to 17.85 million. This was offset by income taxes paid of 0.26 million, resulting in net cash used in operating activities of 18.11 million.
Fiscal 2024
The Company generated 20.98 million net cash from operating activities during Fiscal 2024. Profit before tax for
Fiscal 2024 was 1.00 million. Adjustments to reconcile profit before tax to operating profit before working capital changes primarily consisted of depreciation of 8.23 million, depreciation on right-of-use assets of 5.85 million, interest on lease liability of 1.19 million, interest expense fair valuation of 0.13 million, and expected credit loss of 0.35 million. This was partially offset by interest income of 0.18 million, interest income fair valuation of 0.13 million, and profit on sale of fixed assets of 0.02 million.
Our adjustments for working capital changes for Fiscal 2024 primarily consisted of an increase in other current liabilities of 8.36 million, increase in other financial liabilities of 3.33 million, and an increase in trade payables of 0.97 million, partially offset by a increase in other current assets of 5.49 million and other financial assets of 1.32 million. Cash generated from operations in Fiscal 2024 amounted to 22.01 million. This was offset by income taxes paid of 1.03 million, resulting in net cash generated from operating activities of 20.98 million.
Fiscal 2023
The Company used 68.59 million net cash from operating activities during Fiscal 2023. Profit/(loss) before tax for Fiscal 2023 was (84.56) million. Adjustments to reconcile profit before tax to operating profit before working capital changes primarily consisted of depreciation of 6.73 million, depreciation on right-of-use assets of 5.67 million, interest on lease liability of 1.27 million, and interest expense at fair valuation of 0.09 million. This was partially offset by interest income of 0.27 million and interest income at fair valuation of 0.09 million.
Our adjustments for working capital changes for Fiscal 2023 primarily consisted of an decrease in other financial assets of 3.03 million, an increase in provisions of 1.09 million, and an increase in other financial liabilities of 1.64 million, partially offset by a decrease in other current liabilities of 1.65 million and a decrease in trade payables of 0.82 million. Net cash used in operations in Fiscal 2023 amounted to 68.56 million. This was offset by income taxes paid of 0.03 million, resulting in net cash used in operating activities of 68.59 million.
Cash Flow from Investing Activities
Six months ended September 30, 2025
Net cash used in investing activities was (52.99) million in six months ended September 30, 2025, primarily on account of Investment in wholly owned subsidiary.
Fiscal 2025
Net cash used in investing activities was 20.40 million in Fiscal 2025, primarily on account of the purchase of property, plant and equipment amounting to 18.50 million and investment in other financial assets of 2.53 million. This was partially offset by capital work in progress of 0.80 million, and interest received of 0.83 million.
Fiscal 2024
Net cash used in investing activities was 27.47 million in Fiscal 2024, primarily on account of the purchase of property, plant and equipment amounting to 11.49 million, investment in other financial assets of 9.85 million, capital work in progress of 3.40 million, and investment in bank deposits (having original maturity more than three months) of 3.05 million. This was partially offset by interest received of 0.18 million and proceeds from the sale of fixed assets of 0.14 million.
Fiscal 2023
Net cash generated from investing activities was 15.16 million in Fiscal 2023, primarily on account of proceeds from redemption of bank deposits (having original maturity more than three months) amounting to 21.95 million and interest received of 0.27 million. This was partially offset by the purchase of property, plant and equipment of 6.66 million and capital work in progress of 0.48 million.
Cash Flow from Financing Activities
Six months ended September 30, 2025
Net cash generated in financing activities was 58.71 million in six months period ended September 30, 2025, primarily due to to issuance of fresh shares.
Fiscal 2025
Net cash generated from financing activities was 49.01 million in Fiscal 2025, primarily on account of proceeds from borrowings amounting to 47.00 million and an increase in securities premium of 39.93 million. This was partially offset by payment of lease liabilities of 10.90 million, interest on loans of 3.59 million, share issue expenses of 6.05 million, and outflow under other financial liabilities of 14.04 million.
Fiscal 2024
Net cash generated from financing activities was 10.37 million in Fiscal 2024, primarily on account of increase in other financial liabilities of 15.37 million and increase in securities premium of 12.16 million. This was partially offset by payment of lease liabilities of 5.00 million, interest on loan of 3.43 million, and share application money pending allotment adjustment of (12.27) million.
Fiscal 2023
Net cash generated from financing activities was 75.58 million in Fiscal 2023, primarily on account of increase in securities premium of 90.29 million and share capital issued of 0.81 million. This was partially offset by share application money pending allotment of (9.94) million and payment of lease liabilities of 5.72 million.
FINANCIAL INDEBTEDNESS
As of September 30, 2025, the Company had total borrowings of 39.95 million out of which long-term borrowing 31.92 million and short-term borrowing 8.03 million. Our total borrowing to equity ratio was 0.17 as of September 30, 2025.
The following table sets forth certain information relating to our outstanding indebtedness for the six months period ended September 30, 2025 and for financial year ended March 31, 2025, March 31, 2024, and March 31, 2023:
| (Amount in million) | ||||
| Particulars | As at September 30, 2025 | As at March 31, 2025 | As at March 31, 2024 | As at March 31, 2023 |
| Unsecured Borrowing | 39.95 | 43.57 | - | - |
| Total | 39.95 | 43.57 | - | - |
CONTINGENT LIABILITIES AND OFF-BALANCE SHEET ARRANGEMENTS
As of the six months period ended September 30, 2025 and for the March 31, 2025, March 31, 2024 and March 31, 2023, there are no contingent liabilities as per Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
There were no future payments due under known contractual commitments as of the six months period ended September 30, 2025 and for the March 31, 2025, March 31, 2024 and March 31, 2023 aggregated by type of contractual obligation.
CAPITAL EXPENDITURES
In the six months period ended September 30, 2025 and for the financial year ended, Fiscal 2025, Fiscal 2024 and Fiscal 2023, our capital expenditure towards additions to property and equipment were 23.83 million, 19.13 million, 11.38 million and 6.66 million respectively.
RELATED PARTY TRANSACTIONS
The Company enter into various transactions with related parties in the ordinary course of business. These transactions principally include export of services to our holding company and fellow subsidiary, advances given to the fellow subsidiary, managerial remuneration paid to directors, and reimbursement of expenses incurred by directors.
The Company cannot assure you that it could not have achieved more favourable terms had such transactions been entered into with unrelated parties. Such related party transactions may potentially involve conflicts of interest. For details relating to our related party transactions, see Restated Financial Information- Note 39 Related Party Disclosures .
AUDITORS OBSERVATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks that are related to the normal course of our operations such as interest rate and foreign exchange risk which may affect economic growth in India and the value of our financial liabilities, our cash flows and our results of operations.
Credit Risk
Credit risk is the risk of financial loss to us if a customer or counter party to a financial instrument fails to meet its contractual obligations, and arises principally from our receivables from customers. Our exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, in certain cases, we may also consider a financial asset to be in default when internal or external information indicates that we are unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by us. The Company normally not allowed credit period to its B2C customers, but in very few cases credit period may be allowed up to 30 days to selective customers. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with our financial liabilities that are settled by delivering cash or another financial asset. Our approach to managing liquidity is to ensure, as far as possible, that the Company will have sufficient liquidity to meet our liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our reputation. Our management monitors rolling forecasts of our liquidity position on the basis of expected cash flows.
Market Risk
Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices will affect our income or the value of its investments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Borrowings availed by the Company are subject to interest on fixed rates as these are taken only for the purpose to finance the business and inducting new fleet and such borrowings are repayable on demand. Interest rates are highly sensitive to many factors beyond our control, including the monetary policies of the RBI, domestic and international economic and political conditions, inflation and other factors.
Inflation Risk
In recent years, India has experienced relatively high rates of inflation. While we believe inflation has not had any material impact on our business and results of operations, inflation generally impacts the overall economy and business environment and hence could affect us.
UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS
Except as described in this Pre-filed Draft Red Herring Prospectus, to our knowledge, there have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance.
KNOWN TRENDS OR UNCERTAINTIES
Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising from the trends identified above in Managements Discussion and Analysis of Financial Condition and Results of
Operations - Significant Factors Affecting our Results of Operations and the uncertainties described in Risk Factors on pages 364 and 36, respectively. To our knowledge, except as discussed in this Pre-filed Draft Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.
FUTURE RELATIONSHIP BETWEEN COST AND INCOME
Other than as described in Risk Factors , Our Business and Managements Discussion and Analysis of Financial
Condition and Results of Operations on pages 36, 217 and 359 respectively, to our knowledge, there are no known factors that may adversely affect our business prospects, results of operations and financial condition.
NEW SERVICES OR BUSINESS SEGMENTS
Except as set out in this Pre-filed Draft Red Herring Prospectus in the section Our Business on page 217, we have not announced and do not expect to announce in the near future any new services or business segments.
COMPETITIVE CONDITIONS
We expect to compete with potential competitors. See Risk Factors , Industry Overview and Our Business on pages 36, 159 and 217, respectively, for further details on competitive conditions that we may face across our business segments.
SIGNIFICANT DEPENDENCE ON SINGLE OR FEW CUSTOMERS
We do not depend on a limited number of customers for our revenue and operations.
SEASONALITY/ CYCLICALITY OF BUSINESS
Our business is not seasonal in nature.
MATERIAL DEVELOPMENTS AFTER MARCH 31, 2025 THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS
Except as disclosed below and elsewhere in this Updated Draft Red Herring Prospectus - I, there have been no significant developments after March 31, 2025, the date of the last financial statements contained in this Updated Draft Red Herring Prospectus - I, to the date of filing of this Updated Draft Red Herring Prospectus - I, which materially and adversely affects, or is likely to affect, profitability, or the value of our assets, or our ability to pay our liabilities within the next 12 months:
| S. No. Events | Date of Approval by Board | Remarks |
| Subsequent to March 31, 2025, the Company completed an Overseas Direct Investment by acquiring 100% equity in Mom\u2019s Belief US | ||
| Acquisition of Mom\u2019s Belief US Inc, 1 | April 18, 2025 | Inc., USA, through a combination of cash and share swap consideration, |
| wholly owned subsidiary | in compliance with applicable regulations. Mom\u2019s Belief US Inc. holds 100% interest in Allergy & | |
| Immunology LLC, which has acquired all assets and liabilities of Allergy & Immunology PLC |
For further information, please see History and certain Corporate Matters on page 262.
CAPITALISATION STATEMENT
The following table sets forth our capitalisation as at September 30, 2025, derived from our Restated Financial Information, and as adjusted for the Issue. This table should be read in conjunction with Risk Factors ,
Managements Discussion and Analysis of Financial Condition and Results of Operations and Restated Financial Information on pages 36, 359, and 295, respectively.
(in millions)
| Particulars | Pre-Issue as at September 30, 2025 | As adjusted for the proposed Issue ** |
| Borrowings | ||
| Current borrowings * | 8.03 | [\u25cf] |
| Non-current borrowings * | 31.92 | [\u25cf] |
| Total Borrowings (A) | 39.95 | [\u25cf] |
| Equity | ||
| Equity share capital * | 154.68 | [\u25cf] |
| Other equity * | 82.91 | [\u25cf] |
| Total equity ( B ) | 237.59 | |
| Total Capital | 277.54 | [\u25cf] |
| Ratio: Non-current borrowings/ Total equity | 0.13 | [\u25cf] |
| Ratio: Total borrowings / total equity | 0.17 | [\u25cf] |
*These terms shall carry the meaning as per Schedule III of the Companies Act, 2013 (as amended).
** The actual post-Issue figures will depend on the final Issue Price, number of shares allotted, and finalization of Issue expenses.
FINANCIAL INDEBTEDNESS
Our Company avails loans in the ordinary course of business typically for the purposes of meeting business requirements. For details regarding the borrowing powers of our Board, please see Our Management - Borrowing
Powers of our Board on page 275.
Set forth below is a table of the aggregate borrowings of our Company as of September 30, 2025:
| Category of borrowing | Outstanding amount ( in million ) as of September 30, 2025 |
| Unsecured Borrowing | 39.95 |
| Secured Borrowings | Nil |
| Total | 39.95 |
^ As certified by Suri & Sudhir, Chartered Accounts, pursuant to their certificate dated [?].
Principal terms of the subsisting borrowings availed by our Company:
The details provided below are indicative and there may be additional terms, conditions and requirements under the financing documentation executed by our Company with its lender, in relation to our indebtedness:
1. Interest: In our facility, a 14.00% per annum is the interest rate on a reducing balance basis. The interest shall begin to accrue from the date of actual drawdown of each tranche.
2. Tenor: The tenor of unsecured loan facility availed by us is of a period of 60 consecutive monthly instalments.
For risks in relation to the financial and other covenants required to be complied with in relation to our borrowings, see Risk Factor 40 We have incurred indebtedness of 39.95 million as on September 30, 2025 in the form of an unsecured loan and might have to do so in the future. An inability to comply with repayment and other covenants in our financing agreements could adversely affect our business and financial condition. on page 67.
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