Sar Televenture Ltd Management Discussions

OPERATIONS

You should read the following discussion of our financial position and results of operations together with our Restated Consolidated Financial Statements which have been included in this Offer Document. The following discussion and analysis of our financial position and results of operations is based on our Restated Consolidated Financial Statements for the Fiscals 2024, 2023 and 2022 including the related notes and reports, included in this Offer Document prepared in accordance with requirements of the Companies Act and restated in accordance with the SEBIICDR Regulations, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries. Our Financial Statements, as restated have been derivedfrom our audited financial statements for the respective period and years. Accordingly, the degree to which our Restated Consolidated Financial Statements will provide meaningful information to a prospective investor in countries other than India is entirely dependent on the readers level of familiarity with Indian GAAP, Companies Act, SEBI ICDR Regulations and other relevant accounting practices in India.

This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those described under "Risk Factors " and "Forward Looking Statements " on page 31 and 24, respectively, and elsewhere in this Offer Document.

Our Fiscal/ financial year ends on March 31 of each year. Accordingly, all references to a particular Fiscal/ financial year are to the 12 months ended March 31 of that year.

BUSINESS OVERVIEW:

Our Company was originally incorporated as "SAR Televenture Private Limited" as a private limited company under the provisions of the Companies Act, 2013, pursuant to a certificate of incorporation dated May 24, 2019, issued by the Registrar of Companies, Central Registration Centre. Subsequently, our Company was converted to a public limited company, pursuant to a special resolution passed by our shareholders in the extra-ordinary general meeting held on March 21, 2023, and the name of our Company was changed to ‘SAR Televenture Limited. Subsequently ‘SAR Televenture Limited vide an Initial Public Offer listed its equity shares on NSE Emerge Platform and became a public listed Company on November 08, 2023.

Our Company was set up with an object to provide telecommunication solutions to telecom network operators for the evolving telecom industry. We are currently a telecommunication infrastructure provider, engaged primarily in the business of installing and commissioning telecom towers in India. As on May 31, 2024, we have installed an aggregate 413 number of towers on lease over various areas in West Bengal, Bihar, Uttar Pradesh, Chandigarh, Odisha, Jharkhand, Himachal Pradesh, Punjab, and Andaman & Nicobar Islands. Our Company is ISO - 9001:2015, ISO 140001: 2015 and ISO 45001: 2018 certified Company. Our Company is registered as Infrastructure Provider Category-I (IP-I) with Department of Telecommunication (DOT) which permits us to lease out build sites i.e. GBT/RTT/Pole sites and Out Door Small Cell (ODSC) and establish and maintain assets such as Dark Fibers,Right of Way, Duct Space and Tower for the purpose to grant on lease or rent or sale basis to the telecom service provider companies. The number of towers installed by our Company as on May 31, 2024 and for the Fiscals 2024, 2023 and 2022are as below:

Period	Number of Towers Installed	Cumulative Number of Towers Installed
As on May 31, 2024	0	413
Fiscal 2024	40	413
Fiscal 2023	140	373
Fiscal 2022	108	233

The past ten years of Indias telecommunications revolution have been driven by a robust towercos industry. From 2007 to 2020, the number of towers has more than doubled, growing at a Compound Annual Growth Rate (CAGR) of 5% to reach 25,42,213. Currently, 83% of Indias tower sites are owned by towercos, including those backed by Mobile Network Operators (MNOs). This is second only to China (100%) and surpasses that of the US and Canada (70.8%), Europe (63.8%), South East Asia (27.3%), and Oceania (12.8%) (Source: CARE Report).

With innovation as its foundation, Indias telecom tower sector has established a distinguished presence worldwide. India pioneered the concept of passive infrastructure sharing, which has since become a global standard. This shift in the business model has yielded significant benefits - from accelerated market expansion and quicker time-to-market to operational and capital expenditure efficiencies, as well as the alleviation of capital expenditure burdens from telecom operators. The robust fundamentals of the tower industry have facilitated the seamless entry and exit of market participants, a task that would have otherwise been daunting, given the substantial capital investments required for network deployment (Source: CARE Report). The Indian telecom sector is growing at a fast pace with over 1.2 billion subscriber base and is expected to grow to about 1.5 billion subscribers base by 2025 (Source: CARE Report).

On January 03, 2023, our Company has entered into share purchase agreement to acquire 100% of the issued andpaid-up

equity share capital of SAR Televentures F.Z.E, United Arab Emirates (formerly known as Shoora International -F.Z.E) from Shoora Capital Limited. Our subsidiary is currently engaged in the business of laying and installation of fiber cables and trading of network equipment.

As part of our strategy, we intend to enter the business vertical of installing Fiber to the Home (FTTH), which is a broadband internet connection technology that uses optical fiber to deliver high speed broadband internet directly to households.

For further details, see "Our Business" on page 126 of this Offer Document.

Significant developments subsequent to the last financial period i.e. March 31, 2024

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

Principle factors affecting our financial condition and results of operations

Our business is subjected to various risks and uncertainties, including those discussed in the section titled "Risk Factors" on page 31 of this Offer Document. Our results of operations and financial conditions are affected by numerous factors including the following:

Changes in laws, rules & regulations and legal uncertainties

Our business operations, services, revenue, and performances are directly related to the performance of the Indian wireless telecommunication industry and FTTH services and is therefore affected by factors that generally affect and drive that industry. The wireless telecommunications and the FTTH industry is sensitive to factors such as consumer demand and wireless telecommunications service providers debt levels and other obligations and general economic conditions. In addition, the Indian telecommunications industry may face policy changes in response to recent industry developments and change in regulation.

In the event of a decrease or stagnation in demand for wireless telecommunications services in India, any developments that make the provision of tower infrastructure or FTTH service less economically beneficial, we may experience a material adverse effect on our business, prospects, results of operations, and financial condition.

Increasing competition in the industry

The rising demand for mobile data services, driven by factors like increased smartphone usage and digital content consumption, may prompt telecom operators to enhance their network capacity by adding more towers. The rise in demand of telecom towers will also lead to high competition amongst telecom solution provider companies engaged in the business of telecom tower installation. If we are unable to ensure that our telecom Infrastructure solutions are competitive in the future, this could adversely affect our prospects, results of operations and financial condition.

Change in technologies

Telecom industry is an evolving sector and is driven by innovations and new technologies. The development and implementation of new technologies designed to enhance the efficiency of wireless networks could reduce the use and need for tower-based wireless services transmission and reception and have the effect of decreasing demand for tower/pole space. New technologies may make our site provisioning services less desirable to potential tenants and result in decreasing revenues. Such new technologies may decrease demand for site provisioning and negatively impact our revenues. In addition, the emergence of new technologies could reduce the need for tower/pole-based broadcast services transmission and reception. The development and implementation of any of these and similar technologies to any significant degree could have an adverse effect on our operations.

Significant accounting policies

For details in relation to significant accounting policies, see "Restated Consolidated Financial Statements - Note 2 - Significant accounting policies notes on the Restated Consolidated Financial Statements" beginning on page F-11.

Key Performance Indicators and Non-GAAP Financial Measures

In addition to our financial results determined in accordance with Indian GAAP, we consider and use certain non-GAAP financial measures and key performance indicators that are presented below as supplemental measures to review and assess our operating performance. Our management does not consider these non-GAAP financial measures and key performance indicators in isolation or as an alternative or substitutive to the Restated Consolidated Financial Statements. We present these non-GAAP financial measures and key performance indicators because we believe they are useful to our Company in assessing and evaluating our operating performance, and for internal planning and forecasting purposes. We believe these non-GAAP financial measures could help investors as an additional tool to evaluate our ongoing operating results and trends with a more granular view of our financial performance.

Particulars	Fiscal 2024	Fiscal 2023	Fiscal 2022
Revenue from Operations11	12,411.71	3,246.17	472.89
EBITDA(2)	1,760.82	570.40	62.86
EBITDA Margin(3) (%)	14.19	17.57	13.29
PAT(4)	1,566.17	393.59	3.71
PAT Margin(5)(%)	12.61	12.10	0.78
EPS - Basic & Diluted(6)	14.20	181.28	1.78
Total Borrowings(7)	17,787.41	444.41	337.09
Net worth(8)	7,180.41	1,185.58	(7.74)
ROE (%)(9)	21.81	33.20	(47.94)
ROCE (%)(10)	6.63	29.98	6.68
Debt - Equity Ratio(11)	2.48	0.37	(43.57)
Fixed Assets Turnover Ratio(12)	12.87	3.83	1.68

As certified by M/s Raheja & Co., Chartered Accountants the statutory auditors of our Company pursuant to theii

certificate dated June 24, 2024.

Notes:

1. Revenue from operations is calculated as revenue from sale of services and other operating income as per the Restated Consolidated Financial Statements;

2. EBITDA means Earnings before interest, taxes, depreciation and amortisation expense, which has been arrived at by obtaining the profit before tax/ (loss) for the year and adding back finance costs, depreciation and amortisation anc impairment expense and reducing other income;

3. EBITDA Margin is calculated as EBITDA as a percentage of revenue from operations;

4. PA T represents total profit after tax for the year / period;

5. PAT Margin is calculated as PAT divided by revenue from operations;

6. Basic and Diluted EPS = PAT divided by weighted average no. of equity shares outstanding during the year / period as adjusted for changes in capital due to sub-division of equity shares; For Diluted EPS, the weighted no. of shares shall include the impact of potential convertible securities.

7. Total Borrowings are calculated as total of current and non-current borrowings;

8. "Net worth" means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of assets, capital reserve, write-back of depreciation and amalgamation as pe SEBIICDR Regulations;

9. ROE is calculated as PA T divided by net worth;

10. ROCE is calculated as EBIT divided by capital employed where (i) EBIT means EBITDA minus depreciation and amortisation expense and (ii) Capital employed means Net worth as defined in (8) above + total current & non current borrowings- cash and cash equivalents and other bank balances;

11. Debt Equity Ratio: This is defined as total debt divided by total equity. Total debt is the sum of total current & non current borrowings; total equity means sum of equity share capital and other equity;

12. Fixed Asset Turnover Ratio: This is defined as revenue from operations divided by total of property, plant & equipment. Figures for property, plant & equipment do not include capital work-in-progress.

Principle Components of Revenue and Expenses

Our revenue and expenses are reported in the following manner:

Total Income

Our total income comprises of revenue from operations and other income.

Revenue from operations: Our revenue from operations comprises of revenue from sale of services and other operating revenue.

Below is the breakdown of our revenue from operation for the period reported:

Particulars	Fiscal 2024	Fiscal 2023	Fiscal 2022
Sale of Service	12,411.71	3,246.17	425.89
Other Operating Revenue	-	-	47.00
Total	12,411.71	3,246.17	472.89

The details of service wise revenue bifurcation for the Fiscals 2024, 2023 and 2022 are as below:

Services	Fiscal 2024		Fiscal 2023		Fiscal 2022
	Sales	% of Revenue from operations	Sales	% of Revenue from operations	Sales	% of Revenue from operations
Revenue earned by the Company
Tower Installation	640.97	5.17	642.99	19.81	472.89	100
Revenue earnedfrom the subsidiary of the Company
Fiber cablelaying andinstallation	8,533.21	68.75	2,085.01	64.23
Trading of network equipment	3,237.53	26.08	518.17	15.96

Other Income: Our other income comprises of discount received, Interest on income tax refund and Miscellaneous income.

Below is the breakdown of our other income for the period reported:

Particulars	Fiscal 2024	Fiscal 2023	Fiscal 2022
Discount Received	0.68	0.49	-
Interest on Income Tax Refund	2.82	-	0.34
Miscellaneous Income	1.77	4.97	2.12
Total	5.27	5.46	2.46

Total Expenses

Below is the breakdown of our total expenses for the period reported:

Particulars	Fiscal 2024	Fiscal 2023	Fiscal 2022
Cost of materials consumed	9,968.37	2,115.35	-
Employee benefits expenses	148.24	136.85	125.52
Finance costs	22.40	45.39	21.68
Depreciation and amortisation expenses	137.08	103.15	40.91
Other expenses	534.26	423.57	284.51
Total	10,810.36	2,824.31	472.62

Our expenses comprise of (i) cost of materials consumed, (ii) employee benefits expenses, (iii) finance costs, (iv)

depreciation & amortisation expense and (v) other expenses.

(i) Cost of materials consumed: Cost of material consumed includes material purchased.

(ii) Employee benefit expense: Our employee benefit expenses include salaries and wages, ESIC and EPF Employers contribution and staff welfare expenses.

(iii) Finance costs: Our finance costs comprise of interest on loan and bank charges.

(iv) Depreciation & Amortisation expenses: Depreciation & amortisation expenses comprise of depreciation on tangible fixed assets.

(v) Other expenses: Our other expenses consist of site electricity expenses, site maintenance expenses, license fee, rent expense, business promotion, convenience fee, commission, director remuneration, listing charges, roc charges, freight expenses, insurance expense, legal expenses, miscellaneous expenses, office expenses, office rent expenses, postage & courier expenses, printing and stationery expenses, professional fees, repair & maintenance, statutory audit fee, telephone & internet expenses, round off, , transportation charges, travelling expenses, vehicle running expenses, water expenses, exchange rate difference.

Below is the breakdown of our total expenses for the period reported:

Particulars	Fiscal 2024	Fiscal 2023	Fiscal 2022
Direct Expense
Site Electricity Expense	27.83	106.22	80.61
Site Maintenance Expense	12.96	10.65	73.62
License Fee	0.42	0.83	-
Rent Expense	159.30	147.54	98.60
Indirect Expense
Legal Expenses	68.83	17.81	0.02
Travelling Expenses	57.67	0.80	0.66
Miscellaneous Expenses	73.25	1.86	0.28
Professional Fee	23.70	0.47	2.84
Telephone & Internet Expenses	23.01	25.65	1.01
Office Rent Expenses	16.72	24.28	8.77
Director Renumeration	15.94	-	-
Printing and Stationery Expenses	15.14	12.79	0.54
ROC Charges	8.94	-	-
Business Promotion	7.22	39.98	3.89
Commission	6.97	-	-
Transportation Charges	4.10	14.16	6.95
Office Expenses	4.02	10.22	0.76
Statutory Audit Fee	3.45	3.00	0.50
Vehicle Running Expenses	1.90	2.57	1.24
Repair & Maintenance	1.08	0.23	0.34
Listing Charges	0.53	- -
Insurance Expenses	0.44	0.77	-
Freight Expenses	0.29	2.93	1.61
Postage & Courier Expenses	0.22	0.45	2.27
Exchange Rate Difference	0.18	-	-
Convenience Fee	0.12	-	-
Round Off	0.01	(0.01)	0.00
Water Expenses	-	0.37	-
Total	534.26	423.57	284.51

Our Results of Operations

The following table sets forth certain information with respect to our results of operation for the Fiscals 2024, 2023, and 2022 the components of which are also expressed as a percentage of total income for such periods:

Particulars	Fiscal 2024		Fiscal 2023		Fiscal 2022
	Amount	% of total income	Amount	% of total income	Amount	% of total income
INCOME
Revenue from operations	12,411.71	99.96	3,246.17	99.83	472.89	99.48
Other Income	5.26	0.04	5.46	0.17	2.46	0.52
Total Income	12,416.97	100.00	3,251.63	100.00	475.35	100.00
EXPENSES
Cost of materials consumed	9,968.37	80.28	2,115.35	65.06	-	-
Employee benefits expenses	148.24	1.19	136.85	4.21	125.52	26.40
Finance costs	22.40	0.18	45.39	1.40	21.68	4.56
Depreciation and amortisation expenses	137.08	1.10	103.15	3.17	40.91	8.61
Other expenses	534.26	4.30	423.57	13.03	284.51	59.85
Total Expenses	10,810.37	87.06	2,824.31	86.86	472.62	99.42
Profit / (Loss) before Tax	1,606.60	12.94	427.32	13.14	2.73	0.58
Tax Expense:	-
Current tax expense	32.88	0.26	30.30	0.93	-	-
Deferred tax	7.56	0.06	3.43	0.11	(0.98)	(0.21)
Profit / (Loss) for the period	1,566.17	12.61	393.59	12.10	3.71	0.78

Result of Operations for the Fiscal 2024 compared with Fiscal 2023

Particulars	Fiscal 2024	Fiscal 2023	% Change
Revenue from operations	12,411.71	3,246.17	282.35
Other Income	5.26	5.46	(3.71)
Total Income	12,416.97	3,251.63	281.87
Expenses
Cost of materials consumed	9,968.37	2,115.35	371.24
Employee benefits expenses	148.24	136.85	8.32
Finance costs	22.40	45.39	(50.64)
Depreciation and amortisation expenses	137.08	103.15	32.90
Other expenses	534.26	423.57	26.13
Total Expenses	10,810.37	2,824.31	282.76
Profit / (Loss) before Tax	1,606.60	427.32	275.98
Tax Expense:
Current tax expense	32.88	30.30	8.52
Deferred tax	7.56	3.43	120.63
Profit / (Loss) for the period	1,566.17	393.59	297.92

Total Revenue

Our total revenue increased by 281.87% to ? 12,416.97 lakhs for the Fiscal 2024 from ? 3,251.63 lakhs for the Fiscal 2023 due to the factors described below:

Revenue from operations: Our revenue from operations increased by 282.35% to ? 12,411.71 lakhs for the Fiscal 2024 from ? 3,246.17 lakhs for the Fiscal 2023 mainly due to increase in revenue from the sale of service by ? 9,165.54 lakhs which was due to increase in number of tower installed by 10.72% or 373 towers to 413 towers in Fiscal 2024 from 373 towers in Fiscal 2023.

Other income: Our other income decreased by 3.53% to ? 5.26 lakhs for the Fiscal 2024 from ? 5.46 lakhs for the Fisca

2023 mainly due to decrease in miscellaneous income by ? 3.20 lakhs in which was partially offset by increase in Interes on Income Tax Refund by ? 2.82 lakhs and increase in discount received by ? 0.19 lakhs.

Total Expenses

Our total expenses increased by 282.76% to ? 10,810.37 lakhs for the Fiscal 2024 from ? 2,824.31 lakhs for the Fiscal 2023, due to the factors described below:

Cost of material consumed: Our cost of material consumed increased by 371.24% to t 9,968.37 lakhs for the Fiscal 202^ from ? 2,115.34 for the Fiscal 2023. The increase was mainly due to increase in purchase of material.

Employee benefits expenses: Our employee benefit expenses increased by 8.32% to t 148.24 lakhs for the Fiscal 202^ from ? 136.85 lakhs for the Fiscal 2023. The increase was mainly due to increase in salaries and wages by t 14.53 lakhs ESIC & EPF employers contribution by t 1.63 lakhs which was offset by decrease in staff welfare expenses by ?4.7( lakhs.

Finance costs: Our finance costs decreased by 50.64% to ? 22.40 lakhs for the Fiscal 2024 from ? 45.39 lakhs for the Fiscal 2023. Decrease in our finance cost was mainly due to reduction in bank charges by t 1.53 lakhs and reduction in interest on loans by t 23.08 lakhs.

Depreciation & amortization expense: Our depreciation & amortization expense increased by 32.90% to t 137.08 lakhs for the Fiscal 2024 from ? 103.15 lakhs for the Fiscal 2023. Net addition to gross block was ? 253.51 lakhs for Fiscal

2024 as compared to ? 669.14 lakhs for the Fiscal 2023.

Other expenses: Our other expenses increased by 26.13% to ? 534.26 lakhs for the Fiscal 2024 from ? 423.57 lakhs fo: the Fiscal 2023. The increase was majorly on account of legal expenses by t 51.02 lakhs, travelling expenses by t 56.87 lakhs, miscellaneous expenses by t 71.39 lakhs, professional fee by t 23.23 lakhs, directors remuneration by t 15.94 lakhs, rent expense by t 11.76 lakhs and among others. The increase was partially offset by decrease in site electricity expense by t 78.39 lakhs, business promotion by t 32.76 lakhs, transportation charges by t 10.06 lakhs, office ren expenses by t 7.56 lakhs, office expenses by t 6.20 lakhs and among others.

Profit before tax: Our profit before tax increased by 275.98 % to ? 1,606.60 lakhs for the Fiscal 2024 from ? 427.32 lakh: for the Fiscal 2023. The increase in profit was primarily on account of increase in our business revenue & cost optimizatioi measures taken during the year, our profit before tax as a % of total income was 12.94% in Fiscal 2024 as against 13.14% in Fiscal 2023.

Tax expenses: Our tax expenses increased by 19.91% to ? 40.44 lakhs for the Fiscal 2024 from ? 33.73 lakhs for the Fiscal 2023 due to increase in current tax and deferred tax by t 6.71 lakhs.

Profit after tax: Led by increase in our business activity and cost rationalization measures as explained above, our profit after tax increased by 297.92% to ? 1,566.17 lakhs for the Fiscal 2024 from ? 393.59 lakhs for the Fiscal 2023.

Result of Operations for the Fiscal 2023 compared with Fiscal 2022

Particulars	Fiscal 2023	Fiscal 2022	% Change
Revenue from operations	3,246.17	472.89	586.46
Other Income	5.46	2.46	122.19
Total Income	3,251.63	475.35	584.04
Expenses
Cost of materials consumed	2,115.35	-	100.00
Employee benefits expenses	136.85	125.52	9.03
Finance costs	45.39	21.68	109.34
Depreciation and amortisation expenses	103.15	40.91	152.14
Other expenses	423.57	284.51	48.88
Total Expenses	2,824.31	472.62	497.59
Profit / (Loss) before Tax	427.32	2.73	15,530.09
Tax Expense:
Current tax expense	30.30	-	100.00
Deferred tax	3.43	(0.98)	448.07
Profit / (Loss) for the period	393.59	3.71	10,513.53

Total Revenue

Our total revenue increased by 584.04% to ? 3,251.63 lakhs for the Fiscal 2023 from ? 475.35 lakhs for the Fiscal 2022 due to the factors described below:

Revenue from operations: Our revenue from operations increased by 586.46% to ? 3,246.17 lakhs for the Fiscal 2023 from ? 472.89 lakhs for the Fiscal 2022 mainly due to increase in revenue from the sale of service by ? 2,820.29 lakhs which was due to increase in number of tower installed by 60.09% or 140 towers to 373 towers in Fiscal 2023 from 233 towers in Fiscal 2022, the increase in revenue was set off by decrease in other operating revenue by ? 47 lakhs.

Other income: Our other income increased by 122.19% to ? 5.46 lakhs for the Fiscal 2023 from ? 2.46 lakhs for the Fiscal 2022 mainly due to increase in discount received ? 0.49 lakhs and miscellaneous income by ? 2.85 lakhs Further the increase is partially set off by decrease in interest on income tax refund by ? 0.34 lakhs.

Total Expenses

Our total expenses increased by 497.59% to ? 2,824.31 lakhs for the Fiscal 2023 from ? 472.62 lakhs for the Fiscal 2022, due to the factors described below:

Cost of material consumed: Our cost of material consumed increased by 100% to t 2,115.35 lakhs for the Fiscal 2023 from NIL for the Fiscal 2022. The increase was mainly due to increase in purchase of material.

Employee benefits expenses: Our employee benefit expenses increased by 9.03% to t 136.85 lakhs for the Fiscal 2023 from ? 125.52 lakhs for the Fiscal 2022. The increase was mainly due to increase in salaries and wages by t 8.86 lakhs, ESIC & EPF employers contribution by t 0.19 lakhs and staff welfare expenses by t 2.28 lakhs.

Finance costs: Our finance costs increased by 109.34% to ? 45.39 lakhs for the Fiscal 2023 from ? 21.68 lakhs for the Fiscal 2022. Increase in our finance cost was mainly due to increase in bank charges by t 0.57 lakhs and increase in interest on loans by t 23.14 lakhs.

Depreciation & amortization expense: Our depreciation & amortization expense increased by 152.14% to t 103.15 lakhs for the Fiscal 2023 from ? 40.91 lakhs for the Fiscal 2022. Net addition to gross block was ? 669.14 lakhs for Fiscal 2023 as compared to ? 232.97 lakhs for the Fiscal 2022.

Other expenses: Our other expenses increased by 48.88% to ? 423.57 lakhs for the Fiscal 2023 from ? 284.51 lakhs for the Fiscal 2022. The increase was majorly on account of site electricity expenses by t 25.62 lakhs, rent expenses by t 48.94 lakhs, business promotion by t 36.09 lakhs, legal expenses by t 17.79 lakhs, office rent expenses by t 15.52 lakhs, telephone & internet expenses by t 24.63 lakhs printing and stationery expenses by t 12.25 lakhs, and among others. The increase was partially offset by decrease in site maintenance expenses by t 62.97 lakhs, postage and telegram expenses by t 1.82 lakhs, among others.

Profit before tax: Our profit before tax increased by 15530.09 % to ? 427.32 lakhs for the Fiscal 2023 from ? 2.73 lakhs for the Fiscal 2022. The increase in profit was primarily on account of increase in our business revenue & cost optimization measures taken during the year, our profit before tax as a % of total income was 13.14% in Fiscal 2023 as against 0.58% in Fiscal 2022.

Tax expenses: Our tax expenses increased by 3525.89% to ? 33.73 lakhs for the Fiscal 2023 from ?(0.98) lakhs for the Fiscal 2022 due to increase in current tax and deferred tax.

Profit after tax: Led by increase in our business activity and cost rationalization measures as explained above, our profit after tax increased by 10513.53.55% to ? 393.59 lakhs for the Fiscal 2023 from ? 3.71 lakhs for the Fiscal 2022.

Cash Flow

The table below summaries our cash flows from our Restated Consolidated Financial Statements for the Fiscals 2024, 2023 and 2022:

Particulars	Fiscal 2024	Fiscal 2023	Fiscal 2022
Net cash flow generated from/ (utilized in) operating activities (A)	(20,855.79)	(523.49)	51.60
Net cash flow utilized in investing activities (B)	(253.51)	(686.79)	(232.97)
Net cash flow generated from/ (utilized in) financing activities (C)	21,503.76	1,281.53	178.67
Net (decrease)/ increase in cash & cash equivalents (A+B+C)	394.46	71.25	(2.69)
Cash and cash equivalents at the beginning of the period/ year	71.69	0.44	3.13
Cash and cash equivalents at the end of the period/ year	466.15	71.69	0.44

Cash flow from Operating Activities

For the Fiscal 2024

Our net cash utilized in operating activities was ? 20,855.79 lakhs for the Fiscal 2024. Our operating profit before working capital changes was ? 1,798.96 lakhs for the Fiscal 2024 which was mainly adjusted by payment of income tax of ? 32.88 lakhs, increase in trade receivables by ? 1,501.23 lakhs, increase in other short term loan and advances by ? 21,347.29 lakhs, increase in other non-current assets by ? 27.85 lakhs, increase in other current assets by ? 412.97 lakhs, increase in trade payable by ? 1176.76 lakhs, decrease in other current liabilities by ? 60.07 lakhs and increase in inventory by ? 419.21 and decrease in short term provision by ? 30.04 lakhs.

For the Fiscal 2023

Our net cash utilized in operating activities was ? 523.49 lakhs for the Fiscal 2023. Our operating profit before working capital changes was ? 598.52 lakhs for the Fiscal 2023 which was mainly adjusted by payment of income tax of ? 30.30 lakhs, increase in trade receivables by ? 565.21 lakhs, increase in other short term loan and advances by ? 807.44 lakhs, increase in other non-current assets by ? 0.96 lakhs, increase in other current assets by ? 1.65 lakhs, increase in trade payable by ? 195.57 lakhs, increase in other current liabilities by ? 84.48 lakhs and increase in short term provision by ?

3.48 lakhs.

For the Fiscal 2022

Our net cash generated from operating activities was ? 51.60 lakhs for the Fiscal 2022. Our operating profit before working capital changes was ? 65.32 lakhs for the Fiscal 2022 which was mainly adjusted by increase in trade receivables by ? 44.80 lakhs, increase in other short term loans and advances by ? 28.83 lakhs, increase in other non-current assets by ? 2.10 lakhs, increase in current liabilities by ? 3.90 lakhs, trade payable by ? 44.47 lakhs and increase in short term provision by ? 13.64 lakhs.

Cash flow from Investing Activities

For the Fiscal 2024

Net cash used in investing activities was ? 253.51 lakhs for the Fiscal 2024. This was mainly on account of purchase fixed assets of ? 264.30 lakhs which was partially offset by disposal of fixed assets of ? 10.79 lakhs.

For the Fiscal 2023

Net cash used in investing activities was ? 686.79 lakhs for the Fiscal 2023. This was mainly on account of purchase of fixed assets of ? 669.14 lakhs and non-current investment of ? 17.65 lakhs.

For the Fiscal 2022

Net cash used in investing activities was ? 232.97 lakhs for the Fiscal 2022. This was on account of purchase of fixed assets amounting to ? 232.97 lakhs.

Cash flow from Financing Activities

For the Fiscal 2024

Net cash generated in financing activities for the Fiscal 2024 was ? 21,503.76 lakhs. This was on account of increase in long term borrowings of ? 17,343 lakhs, issue of share capital of ? 234.71 lakhs and increase in securities premium of ? 4,193.93 lakhs which was partially offset by payment of interest of ? 22.40 lakhs and repayment of other payables of ?

245.48 lakhs

For the Fiscal 2023

Net cash generated in financing activities for the Fiscal 2023 was ? 1,281.53 lakhs. This was on account of increase in long term borrowings of ? 176.80 lakhs, proceeds from other long term liability of ? 394.60 lakhs, issue of share capital of ? 61.11 lakhs and increase in securities premium of ? 763.89 lakhs which was partially offset by payment of interest (finance cost) of ? 45.39 lakhs and repayment of borrowing of ? 69.48 lakhs.

For the Fiscal 2022

Net cash generated in financing activities for the Fiscal 2022 was ? 178.67 lakhs. This was on account of issue of share capital ? 0.13 lakhs, increase in long term borrowings of ? 130.74 lakhs and proceeds from short term borrowing of ?

69.48 lakhs which was partially offset by payment of interest (finance cost) of ? 21.68 lakhs.

Financial Indebtedness

As on March 31, 2024 the total outstanding borrowings of our Company was ? 17,787.41 lakhs as per Restated Consolidated Financial Statements. For further details, refer chapter titled "Financial Indebtedness" on page 180 of this Offer Document.

Particulars	Fiscal 2024	Fiscal 2023	Fiscal 2022
Long Term Borrowings (A)
- From Banks & Financial Institution	(0.72)	69.76	-
- From Directors, their Relatives and Corporate	17,788.13	374.65	267.60
Short Term Borrowings (B)
- From Banks & Financial Institution	-	-	69.48
Total (A)+(B)	17,787.41	444.41	337.08

In the event, any of our lenders declare an event of default, such current and any future defaults could lead to acceleration of our repayment obligations, termination of one or more of our financing agreements or force us to sell our assets, any of which could adversely affect our business, results of operations and financial condition.

Related Party Transactions

Related party transactions with certain of our promoters, directors and their entities and relatives primarily relates to remuneration payable, interest paid, loans & deposits taken & paid and Purchase of Equity Shares. For further details of such related parties under AS18, refer chapter titled "Financial Information" on page 176 of this Offer Document.

Contingent Liabilities

There were no contingent liabilities as on Fiscal 2024 as per the Restated Consolidated Financial Statements. Off-Balance Sheet Items

We do not have any other off-balance sheet arrangements, derivative instruments or other relationships with any entity that have been established for the purposes of facilitating off-balance sheet arrangements.

Qualitative Disclosure about Market Risk Financial Market Risk

Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk. We are exposed to interest rate risk, inflation and credit risk in the normal course of our business.

Interest Rate Risk

Our financial results are subject to changes in interest rates, which may affect our debt service obligations and our access to funds.

Liquidity Risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business, the Company maintains flexibility in funding by maintaining availability under committed facilities.

Effect of Inflation

We are affected by inflation as it has an impact on the raw material cost, wages, etc. In line with changing inflation rates, we rework our margins so as to absorb the inflationary impact.

Credit Risk

Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Companys exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables, loans and Advances. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls. Credit risk related to cash and cash equivalents and bank deposits is managed by only accepting highly rated banks and diversifying bank deposits. Credit risk related to these assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system in place ensure the amounts are within defined limits.

Reservations, Qualifications and Adverse Remarks

Except as disclosed in chapter titled "Financial Information" on page 176, there have been no reservations, qualifications and adverse remarks.

Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of statutory dues or repayment of debentures or repayment of deposits or repayment of loans from any bank or financial institution

Except as disclosed in chapter titled "Financial Information" on page 176, there have been no defaults in payment of statutory dues or repayment of debentures & interest thereon or repayment of deposits & interest thereon or repayment of loans from any bank or financial institution and interest thereon by the Company.

Material Frauds

There are no material frauds, as reported by our statutory auditor, committed against our Company, in the last three Fiscals. Unusual or Infrequent Events or Transactions

Except as described in this Offer Document, as on date, there have been no unusual or infrequent events or transactions including unusual trends on account of business activity, unusual items of income, change of accounting policies and discretionary reduction of expenses.

Significant Economic Changes that Materially Affected or are Likely to Affect Income from Continuing Operations Indian rules and regulations as well as the overall growth of the Indian economy have a significant bearing on our operations. Major changes in these factors can significantly impact income from continuing operations.

There are no significant economic changes that materially affected our Company‘s operations or are likely to affect income from continuing operations except as described in chapter titled "Risk Factors" on page 31 and elsewhere in this Offer Document.

Known Trends or Uncertainties that have had or are expected to have a Material Adverse Impact on Sales, Revenue or Income from Continuing Operations Other than as described in the section titled "Risk Factors" on page 31 and elsewhere in this Offer Document, to our knowledge there are no known trends or uncertainties that are expected to have a material adverse impact on revenues or income of our Company from continuing operations.

Future Changes in Relationship between Costs and Revenues, in Case of Events Such as Future Increase in Labour or Material Costs or Prices that will Cause a Material Change are known other than as described in chapter titled

"Risk Factors" on page 31 and chapter titled "Managements Discussion and Analysis ofFinancial Conditions and Results of Operations" on page 183 and elsewhere in this Offer Document and in this section, to our knowledge there are no known factors that might affect the future relationship between cost and revenue.

Total Turnover of Each Major Industry Segment in Which the Issuer Operates

Our company works under single reportable Industry segment.

Competitive Conditions

We have competition with Indian and international companies and our results of operations could be affected by competition in the telecom industry in India. We expect competition to intensify due to possible new entrants in the market, existing competitors further expanding their operations and our entry into new markets where we may compete with well-established unorganized companies / entities. This we believe may impact our financial condition and operations. For details, please refer to the chapter titled "RiskFactors", "Our Business" and "Industry Overview" on pages 31, 126 and 89 respectively of this Offer Document.

Extent to which Material Increases in Revenue are due to Increased Sales Volume, Introduction of New Products or Services or Increased Sales Prices

Changes in revenue in the last three Fiscals are as described in "Managements Discussion and Analysis of Financial Position and Results of Operations - Fiscal 2024 compared with Fiscal 2023 - Revenue from Operations" and "Managements Discussion and Analysis of Financial Position and Results of Operations - Fiscal 2023 compared with Fiscal 2022 - Revenue from Operations" above on page 183.

Status of any Publicly Announced New Products or Business Segments

Except as disclosed elsewhere in this Offer Document, we have not announced and do not expect to announce in the near future any new products or business segments.

Seasonality of Business

The nature of our business is not seasonal.

Significant Dependence on a Single or Few Customers

Significant proportion of our revenues have historically been derived from a limited number of customers. The % of Contribution of our Companys customers to the revenue from operations for Fiscals 2024, 2023 and 2022 based on Restated Consolidated Financial Statements are as follows:

Particulars	Fiscal 2024	Fiscal 2023	Fiscal 2022
Sales to top ten (10) customers	12,411.71	2,939.30	472.89
Share of top ten (10) customers (%)	100.00	90.55	100.00