Seshaasai Technologies Ltd Management Discussions

OPERATIONS

The following discussion is intended to convey the managements perspective on our financial condition and results of operations for Fiscal 2025, 2024 and 2023 and should be read in conjunction with Restated Financial Information on page 327.

This Red Herring Prospectus may include forward-looking statements that involve risks and uncertainties, and our actual financial performance may materially vary from the conditions contemplated in such forward-looking statements as a result of various factors, including those described below and elsewhere in this Red Herring Prospectus. For further information, see Forward-Looking Statements on page 19. Also see Risk Factors and — Significant Factors Affecting our Financial Condition and Results of Operations on page 31 and 413, respectively, for a discussion of certain factors that may affect our business, financial condition or results of operations.

Our Companys financial year commences on April 1 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 year. Unless otherwise indicated or the context otherwise requires, the financial information for Fiscal 2025, 2024 and 2023 included herein is derived from the Restated Financial Information, included in this Red Herring Prospectus. For further information, see Restated Financial Information on s.

Unless otherwise indicated, industry and market data used in this section has been derived from industry publications, in particular, the report titled Connected Transactions: Exploring the Payment Card, IoTRFID, andESIMMarkets dated August 2025 (the F&S Report ) prepared and issued by F&S, pursuant to an engagement letter dated August 9, 2024. The F&S Report has been exclusively commissioned and paid for by us in connection with the Offer. The data included herein includes excerpts from the F&S Report and may have been re-ordered by us for the purposes of presentation. A copy of the F&S Report is available on the website of our Company at https://www.seshasai.com/investors. Unless otherwise indicated, financial, operational, industry and other related information derived from the F&S Report and included herein with respect to any particular year refers to such information for the relevant calendar year. For further information, see Risk Factors - Certain sections of this Red Herring Prospectus disclose information from the F&S Report which is a paid report and commissioned and paid for by us exclusively in connection with the Issue and any reliance on such information for making an investment decision in the Issue is subject to inherent risks. on page 57. Also see, Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation - Industry and Market Data on page 16.

OVERVIEW

For details in relation to our business, see Our Business on page 237.

SIGNIFICANT FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our results of operations and financial condition are affected by a number of important factors including:

Demandfor Payment Solutions

Our results of operations are dependent on the overall economic conditions in the markets in which we operate, including India and jurisdictions to which we export our products. A favorable macroeconomic environment is generally characterized by, among other factors, high gross domestic product growth; transparent, liquid and efficient capital markets; low inflation; a high level of business and investor confidence; stable political and economic conditions; and strong business earnings. Consumer confidence and overall economic growth rates are among the main factors that often impact consumer spending behaviour.

The total number of payment cards in circulation in India, encompassing credit cards, debit cards, and prepaid payment instruments, stood at 1,083 million units in 2020. By 2024, this figure had increased to 1,403 million units and is anticipated to grow to 2,225 million units by 2030, with an expected CAGR of 8.0% from 2024 to 2030. In 2020, the total market for payment cards in India (including credit cards, debit cards, and prepaid payment instruments), was valued at ?9,071 million. By 2024, this market had expanded to ?30,804 million, and it is projected to reach ? 61,684 million by 2030, growing at a CaGR of 12.3% from Fiscal 2024 to Fiscal 2030. This market size highlights the potential for card manufacturers in India. ( Source: F&S Report )

The payment card solutions industry is characterized by intense competition from both established players and emerging fintech companies. We are one of the top two payments card manufacturers in India with a market share of 31.9% in Fiscal 2025 for credit and debit cards issuance in India improving from 25.0% in Fiscal 2023. (Source: F&SReport) We compete on the basis of a number of factors, including depth of service offerings, innovation, reputation, service quality, customization, price and convenience. For our payment solutions, we compete on the basis of our manufacturing capacity, our ability to provide holistic products such as cards, cheques, and QR offerings, delivery turnaround time and overall account management. (Source: F&S Report) Our ability to maintain or grow our market share depends on our competitive positioning, product innovation, pricing strategies, and customer service. The demand for our products is likely to be impacted by the evolution in end-consumer preferences, and our ability to respond to such changes.

Technological Advancements and Innovation

Our success is tied to our ability to leverage technological advancements and drive innovation in our product offerings. Our technological stack comprises platforms and applications that use advanced technologies such as AI, robotic automation, big data, IoT, and various communication systems and protocols. Our technology platform enables us to offer comprehensive services to our customers. As such, our tech stack is of utmost importance to our business continuity. We invest in research and development ( R&D ) to enhance our proprietary platforms, such as RUBIC, eTaTrak, IOMS, and izeIOT. These platforms enable us to offer customized and scalable solutions to our clients. Over the last three Fiscals, we have invested in our R&D towards enhancing our RUBIC platform to improve data processing capabilities, made advancements in our eTaTrak and IOMS platforms, integrating AI and machine learning for better logistics and inventory management, developing new features for izeIOT to support IoT ecosystem services and RFID-enabled solutions and focusing on the integration of biometric authentication and advanced encryption technologies in our payment solutions. As a result of our R&D endeavours, we have developed various niche innovations including, the unique QR code, Made in India metal cards and biometric cards.

We endeavour to optimise our current product offerings by improving cost efficiencies and making value additions through inclusion of additional or improved features, taking early advantage of technological advancements in the industry and analysing industry requirements and creating products that address such requirements that may not have been previously addressed. The table below sets forth details of software expenses capitalised by us towards our technology infrastructure, including our software under development for the periods indicated.

Particulars	Fiscal
	2025	2024	2023
Software expenses (? in million)	9.56	57.62	-
Software expenses, as a percentage of total expenses (%)	0.08%	0.43%	-

However, rapid technological changes and the emergence of new technologies pose a risk if we are unable to adapt quickly. Continuous innovation and the development of new products and solutions are critical to maintaining our competitive position and meeting the evolving needs of our customers.

Operational Efficiency and Cost Management

Operational efficiency and effective cost management are crucial for sustaining our profitability. We operate multiple manufacturing units and service centers across India, which require efficient coordination and management. Our proprietary platforms, such as IOMS, help optimize inventory levels and streamline order management, contributing to cost efficiency.

Raw material pricing can be volatile due to a number of factors beyond our control, including global demand and supply, general economic and political conditions, transportation and labour costs, labour unrest, natural disasters, competition, import duties, power tariffs and currency exchange rates. Some of our raw materials, such as semiconductors, are available from limited sources and are therefore, more susceptible to supply chain disruptions and price volatility. Our contracts with our customers may not provide for pass through of any variation in raw material costs. However, our cash flows may still be adversely affected on account of gaps in the time between the date of procurement of primary raw materials and date on which we can reset the product prices for our customers, to account for an increase in the prices of such raw materials.

The table below sets forth details of our total operating cost for the periods indicated:

Particulars	Fiscal 2025		Fiscal 2024		Fiscal 2023
	Amount (? million)	Percentage of revenue from operations (%)	Amount (? million)	Percentage of revenue from operations (%)	Amount (? million)	Percentage of revenue from operations (%)
Total operating cost	8,512.22	58.18%	9,879.05	63.40%	7,453.89	65.03%

Our ability to manage our operating costs and operations efficiencies is critical to maintaining our competitiveness and profitability. Our profitability is partially dependent on our ability to increase our productivity and reduce our operating expenses.

Relationship With Key Customers

We have established long-standing relationships with a diverse set of customers, having serviced 702, 476 and 355 customers in the Fiscal 2025, 2024 and 2023, respectively. In Fiscal 2025, we provided services to 10 of the 12 public sector undertaking banks, 9 out of 11 small finance banks and 15 of the 21 private banks in India (Source: F&S Report)

The table below sets forth the revenue generated from our top 1, top 5 and top 10 customers, for the periods indicated:

Particulars	Fiscal 2025		Fiscal 2024		Fiscal 2023
	Amount (? in million)	Percentage of Revenue from Operations (%)	Amount (? in million)	Percentage of Revenue from Operations (%)	Amount (? in million)	Percentage of Revenue from Operations (%)
Revenue from largest customer	2,484.37	17.00%	2,603.24	16.72%	1,450.67	12.66%
Revenue from top 5 customers	7,179.13	49.12%	7,666.94	49.23%	5,105.04	44.55%
Revenue from top 10 customers	9,612.97	65.77%	10,737.02	68.94%	7,568.81	66.05%

Maintaining strong relationships with our diverse customer base, which includes banks, financial institutions, insurance companies, and government agencies, is vital for our business. Long-term contracts and repeat business from existing customers contribute significantly to our revenue. Set forth below are sales to our key customers, segregated on the basis of the years of relationship with such customers:

Period of Customer Relationship	Fiscal 2025		Fiscal 2024		Fiscal 2023
	Amount (? million)	Percentage of Revenue from Operations (%)	Amount (? million)	Percentage of Revenue from Operations (%)	Amount (? million)	Percentage of Revenue from Operations(%)
Five years and less	3,565.75	24.46%	2,269.76	14.57%	1,386.31	12.10%
More than five years but less than 10 years	1,791.14	12.26%	3,061.79	19.66%	2,889.22	25.21%
10 years and more	9,249.80	63.28%	10,242.13	65.77%	7,095.31	61.92%

Our ability to provide high-quality, reliable, and secure solutions fosters customer loyalty. However, any deterioration in customer relationships, service quality, or failure to meet customer expectations could lead to loss of business and negatively impact our financial performance.

Regulatory Environment

The regulatory framework governing the payment solutions industry in India and globally is complex and subject to frequent changes. Compliance with regulations set by the Reserve Bank of India (RBI), global and domestic payment schemes and other regulatory bodies which govern our customers operations have an impact on our activities and processes. Changes in regulations, such as those related to data security, privacy, and financial transactions, can impact our operational costs and require adjustments to our business practices.

In recent years, several such changes have impacted our operations, including:

• Reserve Bank of Indias norms for outsourcing critical activities which are included in Master Direction on Outsourcing of IT Services, 2023;

• Global and domestic payment schemes changing guidelines with respect to physical and logical security requirements for card manufacturing and personalisation; and

• Compliance to the information security requirements of banks and fintechs which require us to invest in upgrading our IT, network security and cyber security systems.

Our ability to adapt to these regulatory changes while maintaining compliance is essential for sustaining our operations and growth. We continuously monitor regulatory developments and engage with regulatory bodies to ensure timely compliance and mitigate potential risks.

PRESENTATION OF FINANCIAL INFORMATION

The Restated Financial Information comprise:

• the restated consolidated statement of assets and liabilities of our Company and our Subsidiary, RIPL (collectively, the Group) as at March 31, 2025 and March 31, 2024, and the related restated statements of profit and loss (including other comprehensive income), related restated statements of cash flows and related restated statements of changes in equity for the years ended March 31, 2025 and March 31, 2024, and a summary of material accounting policies and other explanatory information; and

• the restated standalone statement of assets and liabilities of the Company as at March 31, 2023, and the related restated statements of profit and loss (including other comprehensive income), related restated statements of cash flows and related restated statements of changes in equity for the year ended March 31, 2023 and a summary of material accounting policies and other explanatory information,

prepared in terms of the requirements of Section 26 of Part I of Chapter III of the Act, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India, as amended from time to time.

SUMMARY OF MATERIAL ACCOUNTING POLICIES

For the summary of material accounting policies, see Restated Financial Information - Note 1. Summary of Material Accounting Policies & Other Explanatory Information on page 337.

PRINCIPAL COMPONENTS OF INCOME AND EXPENDITURE

Total income

Total income comprises revenue from operations and other income.

Revenue from operations

Revenue from operations comprise (i) export and domestic sale of products; (ii) sale of services from domestic services; and (iii) other operating revenue from (a) export duty drawback, (b) rebate income, and (c) others.

Other income

Other income includes (i) rent income; (ii) interest income; (iii) other income; (iv) interest on bank fixed deposit; (v) interest income on fair valuation of deposit; (vi) interest on income tax refund; (vii) net gain on foreign currency translation; (viii) provision for expected credit loss reversed; (ix) profit on sale of assets; and (x) government subsidy.

Expenses

Total expenses comprise (i) cost of materials consumed; (ii) purchases of stock-in-trade; (iii) change in inventories of finished goods, work in progress, stock-in-trade; (iv) employee benefit expenses; (v) finance cost; (vi) depreciation and amortization; and (vii) other expenses.

Cost of materials consumed

Cost of materials consumed comprises paper, payment chips, plastics, magnetic strips, RFID chips, inks, adhesives and laminates.

Purchases of Stock-in-trade

Purchases of Stock-in-trade comprises stationaries.Change in inventories of finished goods, work in progress, stock-in-trade consist of the difference between the opening and closing inventories of such goods during a given period. Together with cost of materials consumed, changes in inventories of finished goods, stock-in-trade and work-in-progress, are the cost of materials used for the period/years and comprise raw materials and components purchased and used by us.

Employee benefits expense

Employee benefits expense comprises (i) basic salary, wages and allowances; (ii) contribution to provident fund and other funds; and (iii) staff welfare expenses.

Finance costs

Finance costs primarily comprise (i) interest to bank; (ii) interest on director loan; (iii) interest on preference shares; (iv) interest on MSME; (v) interest to others; (vi) interest expenses on lease liability; (vii) bank charges; and (viii) loan processing fees.

Depreciation and amortization expense

Depreciation and amortization expense include (i) depreciation on property, plant and equipment; (ii) depreciation of right-of-use asset; and (iii) amortization of intangible assets.

Other expenses

Other expenses primarily include (i) clearing and forwarding expenses; (ii) power and fuel; (iii) rent; (iv) repairs and maintenance - building; (v) repairs and maintenance - machinery; (vi) repairs and maintenance - others/software; (vii) postage expense; (viii) legal and professional fees; (ix) brokerage expenses; and (x) miscellaneous expenses.

NON-GAAP MEASURES

In addition to our results determined in accordance with Ind AS, we believe the following Non-GAAP measures are useful to investors in evaluating our operating performance and liquidity. We use the following Non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that Non- GAAP financial information, when taken collectively with financial measures disclosed in the financial statements prepared in accordance with Ind AS, may be helpful to investors because it provides an additional tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial results with other companies in our industry because it provides consistency and comparability with past financial performance. However, our management does not consider these Non-GAAP measures in isolation or as an alternative to financial measures.

Cost of Materials Consumed, Gross Profit, Gross Profit Margin, EBITDA, EBITDA Margin, Net Cash Generated / (Used In) from Operating Activities / EBITDA, Net Worth, Return on Net Worth, Return on Capital Employed, Return on Assets and Profit for the Year Margin ( Non-GAAP Measures ) presented in this Red Herring Prospectus is a supplemental measure of our performance and liquidity that is not required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS or US GAAP. Further, such Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, IFRS or US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, IFRS or US GAAP. In addition, Non-GAAP Measures are not standardised terms, hence a direct comparison of Non-GAAP Measures between companies may not be possible. Other companies may calculate the Non-GAAP Measures differently from us, limiting its usefulness as a comparative measure. Although Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards, our Companys management believes that it is useful to an investor in evaluating us because it is a widely used measure to evaluate a companys operating performance.

Reconciliation from Cost of Materials Consumed and Purchase of Stock-in-Trade to Cost of Materials Sold (t in million) Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
Cost of materials consumed (A)	8,430.63	9,493.87	7,668.23

Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
Purchase of stock-in-trade (B)	39.51	66.31	93.56
Changes in inventories of finished goods, traded goods and work-in-progress (C)	42.08	318.87	(307.90)
Cost of materials sold (D=A+B+C)	8,512.22	9,879.05	7,453.89

Reconciliation from Revenue from Operations to Gross Profit and Gross Profit Margin

f in million, unless otherwise stated) Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
Revenue from operations (A)	14,631.51	15,582.56	11,462.99
Cost of materials consumed (B)	8,430.63	9,493.87	7,668.23
Purchase of stock-in-trade (C)	39.51	66.31	93.56
Changes in inventories of finished goods, traded goods and work-in-progress (D)	42.08	318.87	(307.90)
Gross Profit (E = A-B-C-D)	6,119.29	5,703.51	4,009.10
Gross Profit Margin % (F=E/A)	41.82%	36.60%	34.97%

Reconciliation from Profit for the Year to EBITDA, EBITDA Margin and Net Cash generated from Operating Activities / EBITDA

f in million, unless otherwise stated) Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
Profit for the year (A)	2,223.20	1,692.78	1,080.98
Tax expenses (B)	725.91	637.18	350.39
Finance costs (C)	342.95	341.66	319.97
Depreciation and amortisation (D)	411.59	358.47	322.93
EBITDA (E = A+B+C+D)	3,703.65	3,030.10	2,074.27
Total Income (F)	14,736.17	15,696.71	11,538.39
EBITDA Margin% (E/F)	25.13%	19.30%	17.98%
Net cash generated / (used in) from operating activities (H)	1,681.22	1,995.93	500.70
Net cash generated from operating activities/ EBITDA (I=H/F)	45.39%	65.87%	24.14%

Reconciliation from Equity Share Capital to Net Worth and Return on Net Worth

f in million, unless otherwise stated) Particulars	As of / For the Year Ended March 31,
	2025	2024	2023
Equity share capital (A)	1,476.17	1,476.17	888.17
Other equity (B)	4,905.22	2,864.29	2,012.91
Capital reserve (C)	(315.32)	(315.32)	(315.32)
Net Worth (D=A+B-C)	6,696.71	4,655.78	3,216.40
Profit for the year (E)	2,223.20	1,692.78	1,080.98
Return on Net Worth (\u201cRoNW\u201d)(F=E/D)	33.20%	36.36%	33.61%

Reconciliation from Equity Share Capital to Capital Employed and Return on Capital Employed

f in million, unless otherwise stated) Particulars	As of / For the Year Ended March 31,
	2025	2024	2023
Equity share capital (A)	1,476.17	1,476.17	888.17
Other equity (B)	4,905.22	2,864.29	2,012.91
Borrowings (C)	3,528.89	3,207.52	2,826.26
Lease liabilities (Non-Current) (D)	136.91	192.62	196.89
Lease liabilities (Current) (E)	121.03	102.24	96.77
Deferred Tax Liabilities (net) (F)	161.49	138.16	91.96
Capital Employed (G=A+B+C+D+E+F)	10,329.71	7,981.00	6,112.96
Profit before exceptional items and tax (H)	2,949.11	2,329.97	1,431.37
Finance Cost (I)	342.95	341.66	319.97
Profit before Interest and Taxes (J = H+I)	3,292.06	2,671.63	1,751.34
Return on Capital Employed (\u201cRoCE\u201d) (%) (K=J/G)	31.87%	33.47%	28.65%

Reconciliation from Raw Material and Other Component to Inventory - raw materials, work - in - progress, traded goods

f in million, unless otherwise stated) Particulars	As of / For the Year Ended March 31,
	2025	2024	2023
Raw material and other component (A)	1,260.13	1,272.59	709.58
Work-in-progress (B)	189.72	235.40	470.51

Particulars	As of / For the Year Ended March 31,
	2025	2024	2023
Traded goods (C)	3.46	0.48	9.41
Inventory - raw materials, work-in-progress, traded goods (D=A+B+C)	1,453.31	1,508.47	1,189.50

Reconciliation from Total Assets to Return on Assets

(t in million, unless otherwise stated) Particulars	As of / For the Year Ended March 31,
	2025	2024	2023
Total Assets (A)	11,603.86	9,584.07	7,825.42
Profit for the year (B)	2,223.20	1,692.78	1,080.98
Return on Assets (C=B/A)	19.16%	17.66%	13.81%

Particulars	As of / For the Year Ended March 31,
	2025	2024	2023
Profit for the year (A)	2,223.20	1,692.78	1,080.98
Revenue from operations (B)	14,631.51	15,582.56	11,462.99
Other income (C)	104.66	114.15	75.40
Profit for the Year Margin (D=A/(B+C))	15.09%	10.78%	9.37%

Reconciliation from Profit for the Year to Profit for the Year Margin

(t in million, unless otherwise stated)

RESULTS OF OPERATIONS

The following table sets forth select financial data derived from our restated statement of profit and loss for the Fiscals 2025, 2024 and 2023, and we have expressed the components of select financial data as a percentage of total income for such period/ years:

Particulars	Fiscals
	2025		2024		2023
	(? million)	Percentage of Total Income (%)	(? million)	Percentage of Total Income (%)	(? million)	Percentage of Total Income (%)
Income
Revenue from operations	14,631.51	99.29%	15,582.56	99.27%	11,462.99	99.35%
Other income	104.66	0.71%	114.15	0.73%	75.40	0.65%
Total income	14,736.17	100.00%	15,696.71	100.00%	11,538.39	100.00%
Expenses
Cost of Materials Consumed	8,430.63	57.21%	9,493.87	60.48%	7,668.23	66.46%
Purchases of Stock-in-trade	39.51	0.27%	66.31	0.42%	93.56	0.81%
Change in inventories of Finished goods, Work in progress, Stock-in-trade	42.08	0.29%	318.87	2.03%	(307.90)	(2.67)%
Employee Benefit Expenses	603.82	4.10%	556.49	3.55%	454.96	3.94%
Finance Cost	342.95	2.33%	341.66	2.18%	319.97	2.77%
Depreciation and amortization	411.59	2.79%	358.47	2.28%	322.93	2.80%
Other Expenses	1,916.48	13.01%	2,231.07	14.21%	1,555.27	13.48%
Total expenses	11,787.06	79.99%	13,366.74	85.16%	10,107.02	87.59%
Profit/ (loss) before exceptional items and tax	2,949.11	20.01%	2,329.97	14.84%	1,431.37	12.41%
Tax expense
- Current tax	735.92	4.99%	590.00	3.76%	361.49	3.13%
- Deferred tax	20.38	0.14%	45.93	0.29%	(0.34)	(0.00)%
- Tax Adjustments of Earlier Years	(30.39)	(0.21)%	1.26	0.01%	(10.76)	(0.09)%
Total tax expense	725.91	4.93%	637.19	4.06%	350.39	3.04%
Profit for the year	2,223.20	15.09%	1,692.78	10.78%	1,080.98	9.37%
Other Comprehensive Income
Items that will not be reclassified to profit or loss
i. Remeasurements of defined benefit plan	9.64	0.07%	(4.81)	(0.03)%	(13.24)	(0.11)%
ii. Equity instrument through Other Comprehensive Income	-	-		-	-	-
iii. Income tax relating to items no (i) and (ii)	(2.68)	(0.02)%	1.21	0.01%	6.28	0.05%

Particulars	Fiscals
	2025		2024		2023
	(? million)	Percentage of Total Income (%)	(? million)	Percentage of Total Income (%)	(? million)	Percentage of Total Income (%)
above
Items that will be reclassified to profit or loss
i. Fair value change on cashflow hedge	1.02	0.01%	-	-	-	-
ii. Income tax relating to items that will be reclassified to profit or loss	(0.26)	0.00%	-	-	-	-
Total Other Comprehensive Income for the year	7.72	0.05%	(3.60)	(0.02)%	(6.96)	(0.06)%
Total comprehensive income for the year	2,230.92	15.14%	1,696.38	10.81%	1,087.94	9.43%

KEY BUSINESS HIGHLIGHTS

• Our revenue from operations grew at a CAGR of 12.98% from ? 11,462.99 million in Fiscal 2023 to ? 14,631.51 million in Fiscal 2025.

• Our EBITDA grew at a CAGR of 33.62% from ? 2,074.27 million in Fiscal 2023 to ? 3,703.65 million in Fiscal 2025, while our EBITDA Margin improved from 17.98% in Fiscal 2023 to 25.13% in Fiscal 2025, i.e., an improvement of 7.15% during the period.

• Our profit for the year grew from ?1,080.98 million in Fiscal 2023 to ? 2,223.20 million in Fiscal 2025, growing at a CAGR of 43.41%.

• Our Profit for the Year Margin improved from 9.37% in Fiscal 2023 to 15.09% in Fiscal 2025, i.e., an improvement of 5.72% during this period.

Product Mix

Our revenues are dependent on our product mix. Our operations are primarily classified into the following three verticals:

• Payment Solutions

We generate revenues from payment solutions from, among others, manufacturing debit cards, credit cards, metal cards and QR codes and printing cheque leaves for our customers. Our revenues from payment solutions grew at a CAGR of 13.70% from ? 7,075.63 million for Fiscal 2023 to ? 9,146.91 million for Fiscal 2025. This growth is primarily attributable to the increase in the manufacturing and supply of the payment cards. In Fiscal 2025, 2024 and 2023, we supplied 91.37 million, 110.33 million and 76.18 million payment cards, respectively.

Payment Cards manufactured and sold(No in Mn)

FY23 FY24 FY25

Our estimated market share increased from about 25.0% in Fiscal 2023 to about 31.9% in Fiscal 2025 for credit and debit cards issuance in India. We are one of the top two payments card manufacturers in India with 31.9% market share and one of the largest manufacturers of cheque leaves in India with 1,188.81 million cheques printed in Fiscal • Communication and Fulfillment Solutions:

We generate our revenues from communication and fulfillment solutions by, among others, providing omni-channel communication services to our customers in the BFSI sector. We provide services of printing policies and other communications for the insurance companies, email and print communication for AMCs and statement printing for depositories under NPS. We also provide services of printing and supplying national identity cards for government agencies including the National Identity Cards and Tax Identity Cards. Further, we meet the on-demand print requirements of our customers branches across India. Our revenues from Communication and Fulfillment Solutions grew from ? 4,257.01 million for Fiscal 2023 to ? 4,344.91 million for Fiscal 2025.

• IoT Solutions:

We initiated IoT Solutions in Fiscal 2023 with ? 41.34 million and achieved a revenue of ? 539.37 million in Fiscal 2024 and grew to ? 1,062.31 million in Fiscal 2025. Under this we provide RFID tags and labels to our customers in the retail and logistics sectors, among others. During Fiscal 2025, we added marquee retail brands, solar panel manufacturers, and exporters to global retail chain to our IOT portfolio for their end to end source tagging requirements. We intend to focus on our IoT solutions going forward. For details, see Our Business - Business Strategies on page 250.

FISCAL 2025 COMPARED TO FISCAL 2024 Key Developments

During Fiscal 2025, we further enhanced our IOT infrastructure in Bengaluru, Karnataka and Kundli, Haryana. Further, we added marquee retail brands to our IOT portfolio for their end to end source tagging requirements; along with customers in the logistics and renewables industries, and our payment solutions vertical. In terms of our R&D initiatives, we added new metal card variants to our portfolio and received approvals from global payment schemes for global supplies.

Total income

Total income decreased by 6.12% from ? 15,696.71 million in Fiscal 2024 to ? 14,736.17 million in Fiscal 2025. This was primarily attributable to a decrease revenue from operations and other income.

Revenue from operations

Revenue from operations decreased by 6.10% from ? 15,582.56 million in Fiscal 2024 to ? 14,631.51 million in Fiscal 2025, primarily due to a decrease in domestic sale of products from ? 14,376.64 million in Fiscal 2024 to ? 13,474.01 million in Fiscal 2025 on account of reduction in the overall number of payment cards manufactured and sold by us. Further, our revenue from Communication and Fulfillment Solutions also reduced from ?4,434.66 million in Fiscal 2024 to ? 4,344.91 million in Fiscal 2025 primarily on account of reduction in number of identity card sold during Fiscal 2025 as compared to Fiscal 2024. This was partially offset by an increase in export sale of products from ? 54.16 million in Fiscal 2024 to ? 116.63 million in Fiscal 2025.

The table below sets forth details of our revenues from our verticals and as a percentage of our revenue from operations for Fiscal 2025 and Fiscal 2024:

Verticals	Fiscal 2025		Fiscal 2024
	Amount (? million)	Percentage of revenue from Operations (%)	Amount (? million)	Percentage of revenue from Operations (%)
Payment Solutions	9,146.91	62.52%	10,523.82	67.54%
Communication and Fulfilment Solutions	4,344.91	29.70%	4,434.66	28.46%
IoT Solutions	1,062.31	7.26%	539.37	3.46%
Others*	61.16	0.42%	75.83	0.49%
Other Operating Revenue#	16.22	0.11%	8.88	0.06%
Total	14,631.51	100.00%	15,582.56	100.00%

* Others comprises includes miscellaneous software sales, scrap sales & other rebates

# Other operating revenue comprises export duty drawback, rebate income and others

Other income decreased by 8.31% from ? 114.15 million in Fiscal 2024 to ? 104.66 million in Fiscal 2025, primarily due to a decrease in net gain on foreign currency translation from ? 44.29 million in Fiscal 2024 to ? 23.35 million in Fiscal 2025 on account of lower foreign exchange variations on foreign currency payments and interest income from ? 27.64 million in Fiscal 2024 to ? 21.95 million in Fiscal 2025 on account of return of interest bearing advance.These were partially offset by an increase in government subsidy from ? 12.53 million in Fiscal 2024 to ? 28.99 million in Fiscal 2025 towards GST payment, electricity bill and interest subvention on account of setting-up of new manufacturing unit and expansion of a manufacturing facility in Nagpur, Maharashtra.

Expenses

Total expenses decreased by 11.82% from ? 13,366.74 million in Fiscal 2024 to ? 11,787.06 million in Fiscal 2025, primarily due to a decrease in cost of materials consumed, purchases of stock-in-trade, change in inventories of finished goods, work in progress, stock-in-trade and other expenses.

Cost of materials consumed

Cost of materials consumed decreased by 11.20% from ? 9,493.87 million in Fiscal 2024 to ? 8,430.63 million in Fiscal 2025, primarily due to a decrease in purchases of goods from ? 9,280.77 million in Fiscal 2024 to ? 7,597.82 million in Fiscal 2025.

Purchases of stock-in-trade

Purchases of stock-in-trade decreased by 40.42% from ? 66.31 million in Fiscal 2024 to ? 39.51 million in Fiscal 2025, primarily due to rationalization of inventories, reduced paper prices and also on account of reduced demand for copier papers.

Change in inventories of finished goods, work in progress, stock-in-trade

Change in inventories of finished goods, work-in-progress, stock-in-trade was ? 318.87 million in Fiscal 2024 compared to ? 42.08 million in Fiscal 2025, primarily due to a decrease in opening stock of work-in-progress from ? 470.51 million in Fiscal 2024 to ? 235.40 million in Fiscal 2025, decrease in opening stock of finished goods from ? 142.96 million in Fiscal 2024 to ? 68.13 million in Fiscal 2025 and decrease in opening stock of stock-in-trade from ? 9.41 million in Fiscal 2024 to ? 0.48 million in Fiscal 2025.

Employee benefits expenses

Employee benefits expenses increased by 8.51% from ? 556.49 million in Fiscal 2024 to ? 603.82 million in Fiscal 2025, primarily due to an increase in salary, wages and allowances from ? 471.73 million in Fiscal 2024 to ? 524.00 million in Fiscal 2025 on account of increase in number of our employees. The increase was partially offset by a decrease in contribution to provident fund and other funds from ? 32.94 million in Fiscal 2024 to ? 30.54 million in Fiscal 2025 due to reduction in liability towards employees forming part of the demerged division and a marginal decrease in staff welfare expenses from ? 51.82 million in Fiscal 2024 to ? 49.28 million in Fiscal 2025.

Finance cost

Finance cost increased marginally by 0.38% from ? 341.66 million in Fiscal 2024 to ? 342.95 million in Fiscal 2025, primarily due to interest on borrowings from ? 274.09 million in Fiscal 2024 to ? 291.10 million in Fiscal 2025. This was partially offset by a decrease in interest on director loan from ? 2.90 million in Fiscal 2024 to nil in Fiscal 2025, interest on preference shares from ? 3.86 million in Fiscal 2024 to nil in Fiscal 2025, interest on overdue MSME creditors from ? 4.65 million in Fiscal 2024 to ? 1.32 million in Fiscal 2025 and other borrowing cost from ? 25.96 million in Fiscal 2024 to ? 19.90 million in Fiscal 2025.

Depreciation and amortization expense

Depreciation and amortization expense increased by 14.82% from ? 358.47 million in Fiscal 2024 to ? 411.59 million in Fiscal 2025, primarily due to depreciation on property, plant and equipment from ? 235.32 million in Fiscal 2024 to ? 261.12 million in Fiscal 2025 on account of addition to property, plant and equipment of ? 1,099.23 million, increase indepreciation of right of use asset from ? 108.17 million in Fiscal 2024 to ? 120.76 million in Fiscal 2025 on account of lower addition of lease assets during the Fiscal 2025 i.e., ? 86.17 million as compared to ? 104.71 million in Fiscal 2024 and amortization of intangible assets from ? 15.03 million in Fiscal 2024 to ? 29.71 million in Fiscal 2025 on account of lower addition of intangible assets of ? 0.60 million in Fiscal 2025 as against ? 52.40 million in Fiscal 2024.

Other expenses

Our other expenses decreased by 14.10% from ? 2,231.07 million in Fiscal 2024 to ? 1,916.48 million in Fiscal 2025, primarily due to decrease in: (i) postage expense from ? 991.29 million in Fiscal 2024 to ? 630.66 million in Fiscal 2025 that primarily comprise expense on postage and courier charges under our fulfilment vertical; (ii) rent from ? 145.17 million in Fiscal 2024 to ? 120.60 million in Fiscal 2025; (iii) repairs and maintenance - machinery from ? 126.74 million in Fiscal 2024 to ? 83.12 million in Fiscal 2025 on account of increased expenditure incurred by us in Fiscal 2025 for upgrading machinery and procuring equipment; and (iv) repairs and maintenance - others/software from ? 98.33 million in Fiscal 2024 to ? 91.98 million in Fiscal 2025. The decrease was partially offset by increase in power and fuel from ? 159.13 million in Fiscal 2024 to ? 168.12 million in Fiscal 2025 on account of commencement of production of IoT products at our unit in Kundli, Haryana; Bengaluru, Karnataka, miscellaneous expenses from ? 214.78 million in Fiscal 2024 to ? 316.69 million in Fiscal 2025 primarily on account increase in commission expense by ?63.04 million, sales promotion expense by ? 26.30 million and security charges by ?10.70 million; and legal and professional fee from ? 175.89 million in Fiscal 2024 to ? 218.72 million in Fiscal 2025 on account of fees payable to tax and other consultants.

Profit before exceptional items and tax

For the reasons discussed above, profit before tax was ? 2,949.11 million in Fiscal 2025, compared to ? 2,329.97 million in Fiscal 2024.

Tax expense

Current tax was ? 735.92 million in Fiscal 2025 compared to ? 590.00 million in Fiscal 2024 on account of increase in profit before tax, and deferred tax credit was ? 20.38 million Fiscal 2025 compared to deferred tax credit of ? 45.93 million in Fiscal 2024 on account of an increase in written-down value of fixed assets as per the Companies Act, 2013 in comparison to the written-down value of fixed assets as per the Income Tax Act, 1961. As a result, total tax expense increased by 13.92% from ? 637.19 million Fiscal 2024 to ? 725.91 million in Fiscal 2025.

Profit for the year

As a result of the foregoing, profit for the year was ? 2,223.20 million in Fiscal 2025, compared to ? 1,692.78 million in Fiscal 2024.

Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA)

EBITDA was ? 3,703.65 million for Fiscal 2025 compared to EBITDA of ? 3,030.10 million for Fiscal 2024, while EBITDA margin (EBITDA as a percentage of our total income) was 25.13% for Fiscal 2025 compared to 19.30% for Fiscal 2024.

FISCAL 2024 COMPARED TO FISCAL 2023 Key Developments

During Fiscal 2024, we enhanced our IOT infrastructure in Bengaluru and expanded our IOT infrastructure in Kundli, Haryana. Fiscal 2024 witnessed the impact of amalgamation of Seshaasai Business Forms Private Limited & Seshaasai E Forms Private Limited. During Fiscal 2024, Rite Infotech was also acquired as a fully owned subsidiary to augment the software development team for our various verticals. Further, we added marquee retail brands to our IOT portfolio for their end to end source tagging requirements; and added customers in logistics and renewables industries as well. We also added several new customers in our payment solutions vertical (some of which are large system integrators in the mass transit space). In terms of our R&D initiatives, we have added new metal card variants to our portfolio and received approvals from global payment schemes for global supplies. We also readied our end to end biometric cards offerings to BFSI and other sectors.Total income increased by 36.04% from ? 11,538.39 million in Fiscal 2023 to ? 15,696.71 million in Fiscal 2024. This was primarily attributable to an increase in revenue from operations and other income.

Revenue from operations

Revenue from operations increased by 35.94% from ? 11,462.99 million in Fiscal 2023 to ? 15,582.56 million in Fiscal 2024, primarily due to an increase in domestic sale of products from ? 10,652.23 million in Fiscal 2023 to ? 14,376.64 million in Fiscal 2024. This was largely driven by an increase in overall number of payment cards manufactured and sold by us. Further, we also were benefitted by a one-time re-carding activities carried out by large banks which further resulted increase in volumes from 76.18 million in Fiscal 2023 to 110.33 million in Fiscal 2024 i.e., year-on-year growth of 44.55%.

We catered to a diverse set of over 476 customers in Fiscal 2024, including prominent banks (both private and public sector banks), insurance companies, depositories and fintech companies. Our market share for debit cards issuance was 36.4% and credit cards issuance was 22.7% in Fiscal 2024 improving from 26.4% and 16.4% respectively in Fiscal 2023. (Source: F&S Report)

The table below sets forth details of our revenues from our verticals and as a percentage of our revenue from operations for Fiscal 2024 and Fiscal 2023:

Verticals	Fiscal 2024		Fiscal 2023
	Amount (? million)	Percentage of revenue from Operations (%)	Amount (? million)	Percentage of revenue from Operations (%)
Payment Solutions	10,523.82	67.54%	7,075.63	61.73%
Communication and Fulfilment Solutions	4,434.66	28.46%	4,257.01	37.14%
IoT Solutions	539.37	3.46%	41.34	0.36%
Others*	75.83	0.49%	84.54	0.74%
Other Operating Revenue#	8.88	0.06%	4.47	0.04%
Total	15,582.56	100.00%	11,462.99	100.00%

* Others comprises includes miscellaneous software sales, scrap sales & other rebates

# Other operating revenue comprises export duty drawback, rebate income and others

Other income

Other income increased by 51.39% from ? 75.40 million in Fiscal 2023 to ? 114.15 million in Fiscal 2024, primarily due to an increase in net gain on foreign currency translation from ? 13.07 million in Fiscal 2023 to ? 44.29 million in Fiscal 2024 on account of foreign currency fluctuation arising against import payments, interest income from ? 17.36 million in Fiscal 2023 to ? 27.64 million in Fiscal 2024 on account of loan advanced to a member of the promoter group, and government subsidy from nil in Fiscal 2023 to ? 12.53 million in Fiscal 2024 towards GST payment, electricity bill and interest subvention on account of setting-up of new manufacturing unit in Nagpur, Maharashtra. These were partially offset by a decrease in provision for expected credit loss reversed from ? 23.58 million in Fiscal 2023 to nil in Fiscal 2024.

Expenses

Total expenses increased by 32.25% from ? 10,107.02 million in Fiscal 2023 to ? 13,366.74 million in Fiscal 2024, primarily due to an increase in cost of materials consumed, employee benefits expenses, finance cost, depreciation and amortization, and other expenses.

Cost of materials consumed

Cost of materials consumed increased by 23.81% from ? 7,668.23 million in Fiscal 2023 to ? 9,493.87 million in Fiscal 2024, primarily due to an increase in purchases of goods from ? 6,820.26 million in Fiscal 2023 to ? 9,280.77 million in Fiscal 2024.

Purchases of stock-in-trade

Purchases of stock-in-trade decreased by 29.13% from ? 93.56 million in Fiscal 2023 to ? 66.31 million in Fiscal 2024, primarily due to rationalization of inventories and also on account of reduced demand for copier papers.Change in inventories of finished goods, work-in-progress, stock-in-trade was ? (307.90) million in Fiscal 2023 compared to ? 318.87 million in Fiscal 2024, primarily due to an increase in opening stock of work-in-progress from ? 231.36 million in Fiscal 2023 to ? 470.51 million in Fiscal 2024.

Employee benefits expenses

Employee benefits expenses increased by 22.32% from ? 454.96 million in Fiscal 2023 to ? 556.49 million in Fiscal 2024, primarily due to an increase in salary, wages and allowances from ? 405.05 million in Fiscal 2023 to ? 471.73 million in Fiscal 2024 on account of increase in number of our employees, and contribution to provident fund and other funds from ? 3.35 million in Fiscal 2023 to ? 32.94 million in Fiscal 2024.

Finance cost

Finance cost increased by 6.78% from ? 319.97 million in Fiscal 2023 to ? 341.66 million in Fiscal 2024, primarily due to interest to bank from ? 209.22 million in Fiscal 2023 to ? 274.09 million in Fiscal 2024. This was partially offset by a decrease in interest on director loan from ? 10.47 million in Fiscal 2023 to ? 2.90 million in Fiscal 2024, interest on overdue MSME creditors from ? 13.45 million in Fiscal 2023 to ? 4.65 million in Fiscal 2024, bank charges from ? 34.75 million in Fiscal 2023 to ? 15.12 million in Fiscal 2024, and loan processing fees from ? 17.39 million in Fiscal 2023 to ? 10.84 million in Fiscal 2024.

Depreciation and amortization expense

Depreciation and amortization expense increased by 11.01% from ? 322.93 million in Fiscal 2023 to ? 358.47 million in Fiscal 2024, primarily due to depreciation on property, plant and equipment from ? 180.45 million in Fiscal 2023 to ? 235.32 million in Fiscal 2024 on account of addition to property, plant and equipment of ? 864.30 million. This was partially offset by a decrease in depreciation of right of use asset from ? 129.47 million in Fiscal 2023 to ? 108.17 million in Fiscal 2024 on account of lower addition of lease assets during the Fiscal 2023 i.e., ? 86.17 million as compared to ? 104.71 million in Fiscal 2023.

Other expenses

Our other expenses increased by 43.45% from ? 1,555.27 million in Fiscal 2023 to ? 2,231.07 million in Fiscal 2024, primarily due to increases in: (i) power and fuel from ? 134.12 million in Fiscal 2023 to ? 159.13 million in Fiscal 2024 on account of commencement of production of IoT products at our unit in Kundli, Haryana and Bengaluru, Karnataka, and also due to capacity expansion of our metal card unit at Bengaluru, Karnataka; (ii) rent from ? 127.85 million in Fiscal 2023 to ? 145.17 million in Fiscal 2024 on account of annual increment and addition of lease/rental premises; (iii) repairs and maintenance - machinery from ? 82.47 million in Fiscal 2023 to ? 126.74 million in Fiscal 2024 on account of regular maintenance charges, refurbishment of plant and machineries; (iv) repairs and maintenance - others/software from ? 32.85 million in Fiscal 2023 to ? 98.33 million in Fiscal 2024 on account of increase in data storage charges and annual software support charges of our existing software; (v) postage expense from ? 526.56 million in Fiscal 2023 to ? 991.29 million in Fiscal 2024 primarily comprise expense on postage and courier charges under our fulfilment vertical. The increase in expense is in line with the increase in our revenue; and (vi) sundry balance written off from ? 19.33 million in Fiscal 2023 to ? 30.58 million in Fiscal 2024.

Profit before exceptional items and tax

For the reasons discussed above, profit before exceptional items and tax was ? 2,329.97 million in Fiscal 2024, compared to ? 1,431.37 million in Fiscal 2023.

Tax expense

Current tax was ? 590.00 million in Fiscal 2024 compared to ? 361.49 million in Fiscal 2023 on account of increase in profit before tax, and deferred tax was ? 45.93 million Fiscal 2024 compared to deferred tax credit of ? 0.34 million in Fiscal 2023 on account of increase in deferred tax liability of ? 37.34 million on difference in depreciation rate which was partially off-set by increase in deferred tax assets on disallowance under the relevant provisions of the Income-tax Act, 1961. As a result, total tax expense increased by 81.85% from ? 350.39 million Fiscal 2023 to ? 637.19 million in Profit for the year

As a result of the foregoing, profit for the year was t 1,692.78 million in Fiscal 2024, compared to t 1,080.98 million in Fiscal 2023.

Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA)

EBITDA was t 3,030.10 million for Fiscal 2024 compared to EBITDA of t 2,074.27 million for Fiscal 2023, while EBITDA margin (EBITDA as a percentage of our total income) was 19.30% for Fiscal 2024 compared to 17.98% for Fiscal 2023.

LIQUIDITY AND CAPITAL RESOURCES

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

CASH FLOWS

The following table sets forth our cash flows and cash and cash equivalents for the period / years indicated:

(t in million) Particulars	Fiscals
	2025	2024	2023
Net cash (used in) / generated from operating activities	1,681.22	1,995.93	500.70
Net cash (used in) / generated investing activities	(1,132.22)	(1,111.40)	(713.13)
Net cash (used in) / generated financing activities	(340.29)	(318.49)	386.99
Net Changes in Cash and Cash Equivalents	208.71	566.05	174.56
Opening Balances of Cash and Cash Equivalents	781.44	215.39	40.83
Closing Balances of Cash and Cash Equivalents	990.15	781.44	215.39

Operating activities

Fiscal 2025

Net cash generated from operating activities was t 1,681.22 million in Fiscal 2025. Net profit before tax and extraordinary items stood at t 2,949.11 million, which was adjusted primarily for depreciation and amortisation expenses of t 411.59 million, interest expenses of t 342.95 million, profit on sale of fixed assets amounting to t 1.43 million, and interest income of t 48.86 million. Other adjustments included sundry balances written off/back of t 1.19 million, loss on demolition of building of t 13.17 million, bad debts of t 2.96 million, allowance for expected credit loss of t 20.29 million, unrealised foreign exchange gain of t9.37 million, and dividend income of t 0.03 million.

Operating profit before working capital changes was t 3,681.57 million in Fiscal 2025. Changes in working capital primarily consisted of a decrease in other non-current financial assets of t 47.08 million, an increase in other non-current assets of t 182.68 million, a decrease in inventories of t 54.54 million, an increase in trade receivables of t 739.83 million, an increase in other financial assets of t 92.99 million, an increase in other current assets of t 80.06 million, an increase in provisions of t 15.37 million, a decrease in trade payables of t 374.37 million, an increase in other current financial liabilities of t 45.36 million, and an increase in other current liabilities of t 40.04 million. Cash generated from operations was t2,414.02 million.

Fiscal 2024

Net cash generated from operating activities was t 1,995.93 million in Fiscal 2024. Net profit before tax and extraordinary items was t 2,329.97 million, which was adjusted primarily for depreciation and amortisation expenses of t 358.47 million, interest expenses of t 341.66 million, profit on sale of fixed assets of t 1.56 million and interest income of t 54.72 million.

Operating profit before working capital changes was t 3,042.48 million in the Fiscal 2024. Changes in working capital in the Fiscal 2024 primarily consisted of decrease in other non-current assets of t 70.83 million, increase in trade receivable of t 68.81 million, decrease in other financial assets of t 74.47 million, increase in trade payables of t 207.75million, and increase in other current financial liabilities of t 79.28 million. This was partially offset by an increase in other non-current financial assets of t 26.44 million, increase in inventories of t 244.14 million, increase in other current assets of t 105.87 million, decrease in provisions of t 83.75 million and decrease in other current liabilities of t 296.97 million. Cash generated from operations was t 2,648.82 million. Direct taxes paid was t 652.89 million.

Fiscal 2023

Net cash generated from operating activities was t 500.70 million for Fiscal 2023. Net profit before tax and extraordinary items was t 1,431.37 million, which was adjusted primarily for depreciation and amortisation expenses of t 322.93 million, interest expenses of t 319.97 million, profit on sale of fixed assets of t 1.94 million and interest income of t 35.44 million.

Operating profit before working capital changes was t 2,094.36 million in Fiscal 2023. Changes in working capital for Fiscal 2023 primarily consisted of increase in provisions of t 11.29 million, increase in other current liabilities of t 296.90 million and increase in other current financial liabilities of t 20.02 million. This was partially offset by an increase in other non-current financial assets of t 10.07 million, increase in other non-current assets of t 75.44 million, increase in inventories of t 336.50 million, increase in trade receivables of t 716.31 million, increase in other current assets of t 338.82 million and decrease in trade payables of t 98.28 million. Cash generated from operations was t 837.63 million. Direct taxes paid was t 336.93 million.

Investing activities

Fiscal 2025

Net cash used in investing activities was t 1,132.22 million in Fiscal 2025, primarily due to the purchase of property, plant and equipment including capital work in progress amounting to t 1,173.53 million. This was partially offset by interest received of t 48.86 million and proceeds from the sale of property, plant and equipment of t 17.57 million. There were no acquisitions of goodwill or disposals of investments during the year.

Fiscal 2024

Net cash used in investing activities was t 1,111.40 million in Fiscal 2024, primarily due to purchase of property, plant and equipment including capital work in progress of t 952.91 million and goodwill arising on business combination of t 203.61 million. This was partially offset by disposal of investments of t 6.60 million, interest received of t 54.72 million and sale of property, plant and equipment of t 4.12 million.

Fiscal 2023

Net cash used in investing activities was t 713.13 million for Fiscal 2023, primarily due to purchase of property, plant and equipment including capital work in progress of t 768.86 million. This was partially offset by disposal of investments of t 0.002 million, interest received of t 35.44 million and sale of property, plant and equipment of t 14.05 million.

Financing activities

Fiscal 2025

Net cash used in financing activities was t 340.29 million in Fiscal 2025, primarily due to repayment of term loans of t 462.50 million, repayment of lease liabilities of t 119.81 million, dividend paid of t 190.00 million and interest expenses of t 351.84 million. This was partially offset by net increase in term loans of t 545.17 million and net increase in shortterm borrowings of t 238.69 million.

Fiscal 2024

Net cash used in financing activities was t 318.49 million in Fiscal 2024, repayment of term loans of t 285.08 million, repayment of lease liabilities of t 103.52 million, dividend paid of t 257.00 million and interest expenses of t 339.22 million. This was partially offset by increase in term loans of t 614.28 million and increase in short term borrowings of t 52.05 million.Net cash generated from financing activities was ? 386.99 million for Fiscal 2023, primarily due to increase in term loans of ? 646.31 million and increase in short term borrowings and preference shares of ? 465.50 million. This was partially offset by repayment of term loans of ? 282.35 million, repayment of lease liabilities of ? 125.93 million, dividend paid of ? 3.27 million and interest expenses of ? 313.27 million.

INDEBTEDNESS

As at March 31, 2025, our total non-current borrowings were ? 1,333.65 million while our current borrowings were ? 2,195.24 million, respectively.

The following table sets forth certain information relating to our outstanding indebtedness as at March 31, 2025, and our repayment obligations in the periods indicated:

CONTINGENT LIABILITIES

The table below sets forth our contingent liabilities disclosed as per Ind AS 37, as of March 31, 2025.

(t in million) Particulars	As of March 31, 2025
Claims against the Company not acknowledged as debts
Income tax matters*	65.76
Indirect Tax matters**	46.14

Notes:

*As at March 31, 2025 disputed liability as shown in Income Tax Portal is t65.76 million (A.Y. 2010-11 is t0.13 million, A.Y. 2016-17 is t0.28 million, A.Y. 2018-19 is t0.01 million. A.Y. 2022-23 is t0.02 million, A.Y. 2023-24 is t20.42 million, A.Y. 2024-25 is t44.04 million. As per the NCLT order dated 08/02/2024 disputed Liability of Seshaasai E Forms Pvt Ltd-Merged Entity for A.Y. 2008-09 is t0.80 million, A.Y. 2009-10 is t0.06 million). The said liability is mainly of TDS credit mismatches and other arithmetical errors. The Company has filed rectification letters against the demand.

**Disputed tax liability related to Indirect tax matters pending at Bangalore CESTAT, Chennai CESTAT, Hyderabad CESTAT, Gujarat VAT Tribunal and Commissioner (Appeals) Bengaluru. GST demand related notices received at various locations and against which replies have been filed with respective state governments.

COMMITMENTS

The table below sets forth our capital commitments disclosed in our Restated Financial Information.

(t in million) Particulars	As of March 31, 2025
Estimated value of contracts in capital account remaining to be executed and not provided for (net of capital advances)	219.31
Bank Guarantee against Deposits	688.27
Uncalled liability on Preference Shares of Dandelion Technologies Private Limited	-
Dividend proposed on ordinary shares. The recommended dividend will be accounted for when approved by the shareholders	170.00

CAPITAL EXPENDITURES

During Fiscal 2025, 2024 and 2023, we incurred capital expenditure primarily towards property, plant and equipment, intangible assets and capital work-in-progress, as set forth below:

Particulars	Fiscal 2025		Fiscal 2024		Fiscal 2023
	(? in million)	(Percentage of Total Expenses)	(? in million)	(Percentage of Total Expenses)	(? in million)	(Percentage of Total Expenses)
Capital expenditure	1,099.23	9.33%	864.30	6.47%	830.77	8.22%

OFF-BALANCE SHEET ARRANGEMENTS

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

RELATED PARTY TRANSACTIONS

We enter into various transactions with related parties in the ordinary course of business. The table below provides details of our related party transactions as a percentage of revenue from operations in the relevant periods:

Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
Absolute sum of all Related Party Transactions	1,470.82	1,473.09	714.61
Revenue from Operations (? million)	14,631.51	15,582.56	11,462.99
Absolute sum of all Related Party Transactions as a Percentage of Revenue from Operations (%)	10.05%	9.45%	6.23%

For further information relating to our related party transactions, see Restated Financial Information - Note 3 7. Related Party Disclosure on page 384.

AUDITORS OBSERVATIONS

For emphasis of matter included by our auditors in their audit report, see Restated Financial Information - Annexure VI - Statement of Adjustments to the Audited Financial Statements as at andfor the years ended March 31, 2024, March 31, 2023 and March 31, 2022 - Part B on page 405.

CHANGES IN ACCOUNTING POLICIES

There have been no changes in our accounting policies in the last three Fiscals.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our principal financial liabilities comprise borrowings, trade payables and other financial liabilities. The main purpose of these financial liabilities is to support our operations. Our principal financial assets include trade and other receivables and cash that are derived directly from our operations.

We have exposure to the following risks arising from financial instruments:

• Credit risk;

• Liquidity risk; and

• Market risk.

Our activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. Our primary risk management focus is to minimize potential adverse effects of market risk on its financial performance. Our risk management assessment and policies and processes are established to identify and analyse the risks faced by our Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and our activities. The Board of Directors is responsible for overseeing our Companys risk assessment and management policies and processes.

Credit Risk

Credit risk is the risk of financial loss to our Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from our receivables from customers. We are exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with bank and other financial instruments.

We consider the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk we compare the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition.

Liquidity risk

Liquidity risk is the risk that we will not be able to meet its financial obligations as they become due. We manage our liquidity risk by ensuring, as far as possible, that we will always have sufficient liquidity to meet our liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to our reputation.

We manage liquidity risk by maintaining sufficient cash and cash equivalents including bank deposits and availability of funding through an adequate amount of committed credit facilities to meet the obligations when due. Management monitors rolling forecasts of liquidity position and cash and cash equivalents on the basis of expected cash flows. In addition, liquidity management also involves projecting cash flows considering level of liquid assets necessary to meet obligations by matching the maturity profiles of financial assets and liabilities and monitoring balance sheet liquidity ratios.

Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates, foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk- sensitive financial instruments, all foreign currency receivables and payables and all short term and long-term debt. We are exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and other price risk such as commodity risk.

Currency risk

The fluctuation in foreign currency exchange rates may have potential impact on the profit and loss account and equity, where any transaction references more than one currency or where assets / liabilities are denominated in a currency other than the functional currency of the entity.

Considering the countries and economic environment in which the Company operates, our operations are subject to risks arising from fluctuations in exchange rates in those countries. The risks primarily relate to fluctuations in US Dollar (USD) and Euro (EUR), against the functional currencies of our Company.

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. Our exposure to market risk for changes in interest rates relates to variable rate borrowings from banks and related party.

Commodity price risk

Commodity price risk arises due to fluctuation in prices of paper, ink and other products. We have a risk management framework aimed at prudently managing the risk arising from the volatility in commodity prices and freight costs. There are no material price risk affecting the financial position of our Company.

UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS

Except as described in this 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.

SIGNIFICANT ECONOMIC CHANGES THAT MATERIALLY AFFECT OR ARE LIKELY TO AFFECT INCOME FROM CONTINUING OPERATIONS

Our business has been subject, and we expect it to continue to be subject, to significant economic changes that materially affect or are likely to affect income from continuing operations identified above in Significant Factors Affecting our Financial Condition and Results of Operations and the uncertainties described in Risk Factors on pages 413 and 31, respectively.

KNOWN TRENDS OR UNCERTAINTIES

Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising from the trends identified above in — Significant Factors Affecting our Financial Condition and Results of Operations and the uncertainties described in Risk Factors on pages 413 and 31, respectively. To our knowledge, except as discussed in this 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 on pages 31 and 237, and this section respectively, to our knowledge there are no known factors that may adversely affect our business prospects, results of operations and financial condition.

NEW PRODUCTS OR BUSINESS SEGMENTS

Except as set out in this Red Herring Prospectus, we have not announced and do not expect to announce in the near future any new business segments.

COMPETITIVE CONDITIONS

We operate in a competitive environment. See Our Business , Industry Overview and Risk Factors on pages 237, 125 and 31, respectively, for further details on competitive conditions that we face across our various business segments.

SEGMENT REPORTING

Segments are identified in line with Indian Accounting Standard (Ind AS) 108 Operating Segments, taking into consideration the internal organisation and management structure as well as the differential risk and returns of each of the segments.

We are primarily engaged in the business of security and variable data printing, which has been considered as a single business segment for the purpose of making decisions on allocation of resources and assessing our performance.

SIGNIFICANT DEPENDENCE ON SINGLE OR FEW CUSTOMERS

Revenues from any particular customer may vary between financial reporting periods depending on the nature and term of ongoing contracts with such customer. The table below sets forth the revenue generated from our top 1, top 5 and top 10 customers, for the periods indicated:

Particulars			Fiscal 2024		Fiscal 2023
	Amount (? in million)	Percentage of Revenue from Operations (%)	Amount (? in million)	Percentage of Revenue from Operations (%)	Amount (? in million)	Percentage of Revenue from Operations (%)
Revenue from largest customer	2,484.37	17.00%	2,603.24	16.72%	1,450.67	12.66%
Revenue from top 5 customers	7,179.13	49.12%	7,666.94	49.23%	5,105.04	44.55%
Revenue from top 10 customers	9,612.97	65.77%	10,737.02	68.94%	7,568.81	66.05%

For further information, see Risk Factors — In Fiscals 2025, 2024 and 2023, we serviced 702, 476 and 355 customers, respectively. We generate a significant portion of our revenues from a limited number of customers, and any loss or reduction of business from these customers could reduce our revenues and adversely affect our business, results of operations, financial condition, and cash flows. on page 31.

SEASONALITY/ CYCLICALITY OF BUSINESS

Our business is not subject to seasonality or cyclicality. However, we generally witness increase in revenue during the second half of the year on account of higher sales of cards during festive season, increase volume sales in mutual fund and insurance policy and demand for cheque leaves. For further information, see Industry Overview and Our Business on pages 125 and 237, respectively.

SIGNIFICANT DEVELOPMENTS AFTER MARCH 31, 2025 THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS

Except as disclosed below and elsewhere in this Red Herring Prospectus, to our knowledge no circumstances have arisen since March 31, 2025, that could materially and adversely affect or are likely to affect, our operations, trading or profitability, or the value of our assets or our ability to pay our material liabilities within the next 12 months.

Acquisition of Shares in Atoll Solutions Private Limited

The Board of Directors of our Company, in its meeting held on April 29, 2025, approved the acquisition of 76% equity shares in Atoll Solutions Private Limited for a total consideration of ?114 million. Subsequently, the share purchase agreement and shareholders agreement for the said acquisition were executed on July 11, 2025. This acquisition will strengthen the existing izeIoT platform developed by the Company and enable to offer more comprehensive, customizable solutions across BFSI, retail, manufacturing, supply chain, government, and renewable energy sectors across various technologies and to address emerging opportunities with eSIM technology.

Acquisition of Shares in Alomind Labs Private Limited

Following negotiations post the balance sheet date, our Board of Directors at its meeting held on July 10, 2025 approved the investment of ?19.99 million to acquire 10% equity stake in Alomind Labs Private Limited ( ALPL ) and also to invest in compulsory convertible preference shares in a phased manner. The security subscription agreement ( SSA ) and shareholders agreement ( SHA ) were subsequently executed on July 16, 2025. The SSA and SHA, give our Company the right to invest in aggregate an amount of ?100 million against subscription of CCPS and upon full conversion and on a fully diluted basis ALPL may become a subsidiary of our Company. The investment in ALPL brings complementary expertise in connected active technologies, including Wi-Fi, Cellular (4G/5G), and GPS, with deep competencies in power optimization, real-time data communication, and hybrid device orchestration.

Allotment of shares on private placement basis

Our Company approved a pre-IPO placement by way of a private placement cum preferential basis through resolution dated August 7, 2025 approved by the Board. This was subsequently approved by the Shareholders in their extraordinary general meeting held on August 8, 2025. Further, as a part of the pre-IPO placement, a share subscription agreement dated August 8, 2025 ( SSA ) was executed between our Company and Tata AIG General Insurance Company Limited, VQ Fastercap Fund II and Valuequest India G.I.F.T. Fund.

The details of the private placement cum preferential basis are as follows:

The consent of the members of our Company was accorded to the Board on August 8, 2025 to offer and allot a total of 28,36,800 Equity shares, ranking pari passu with the existing Equity Shares of our Company, at an issue price of ?423 (including a premium of ?413 each), for a consideration aggregating to ^1,19,99,66,400, on a private placement cum referential basis, in accordance with the terms and conditions specified in the SSA, to the following entities:

Name of the allottee	Number of Equity Shares allotted	Consideration for Equity Shares (in ? million)
Tata AIG General Insurance Company Limited	1,418,400	599.98
Valuequest India G.I.F.T. Fund	709,200	299.99
VQ Fastercap Fund II	709,200	299.99