Sotefin Bharat Ltd Management Discussions

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our Restated Financial Information which have been included in this Red Herring Prospectus. The following discussion and analysis of our financial condition and results of operations is based on our Restated Financial Information for the fiscals ended March 31, 2026, 2025 and 2024 including the related notes and reports, included in this Red Herring Prospectus prepared in accordance with requirements of the Companies Act and restated in accordance with the SEBI (ICDR) Regulations 2018, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries.

Our Financial Statements, as restated have been derived from our audited financial statements for the respective period and years. Accordingly, the degree to which our Restated Financial Information will provide meaningful information to a prospective investor in countries other than India is entirely dependent on the readers level offamiliarity with AS, Companies Act, SEBI 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 pages 23 and 21 respectively, and elsewhere in this Red Herring Prospectus.

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

Business Overview

We are engaged in the business of providing mechanized and automated parking solutions, delivering comprehensive turnkey services. Our solutions integrate advanced automated parking systems with the required supporting infrastructure to ensure seamless, end-to-end implementation for our clients.

We operate in India with technology support from Sotefin SA, Switzerland, a global innovator in automated parking systems since 1956. Sotefin SA pioneered the trolley-based vehicle transfer system, patented in 1959, and brings over six decades of engineering expertise to complement our business operations in the Indian market. Leveraging this legacy, we provide end-to-end automated parking solutions, including system design, manufacturing, installation, and O&M services. Incorporated in 2012, we address Indias growing urban mobility and infrastructure needs through advanced, space-optimized, and reliable parking technologies that adhere to global standards.

Key Performance Indicators

In evaluating our business, we consider and use certain key performance indicators that are presented below as supplemental measures to review and assess our operating performance. The presentation of these key performance indicators is not intended to be considered in isolation or as a substitute for the Restated Financial Information included in this Red Herring Prospectus. We present these key performance indicators because they are used by our management to evaluate our operating performance.

Further, these key performance indicators may differ from the similar information used by other companies, including peer companies, and hence their comparability may be limited. Therefore, these matrices should not be considered in isolation or construed as an alternative to AS measures of performance or as an indicator of our operating performance, liquidity, profitability or results of operation. A list of our KPIs for the Financial years ended March 31, 2026, 2025 and 2024 is set out below:

	(Rs. in lakhs, unless stated otherwise)
Particulars	Financial year ended March 31, 2026	Financial year ended March 31, 2025	Financial year ended March 31, 2024
Financial
Revenue from Operations(1)	11,674.65	9,377.66	5,628.33
EBITDA(2)	2,983.15	1,846.24	1,054.19

 

Particulars	Financial year ended March 31, 2026	Financial year ended March 31, 2025	Financial year ended March 31, 2024
EBITDA Margin(3) (in %)	25.55%	19.69%	18.73%
Net Profit after tax (4)	1,736.86	1,130.79	624.63
Net Profit Margin(5) (in %)	14.88%	12.06%	11.10%
Return on Net Worth(6) (in %)	26.98%	31.17%	33.23%
Return on Capital Employed(7) (in %)	33.31%	34.39%	26.78%
Debt-Equity Ratio(8)	0.31	0.24	0.86
Days Working Capital(9)	221	166	217
Operational
Product wise Parking
Puzzle Parking	662.92	957.8	1,192.90
Tower Parking	21.5	21.21	20.92
Robotic Parking	10,990.23	8,398.65	4,214.71
Others	-	-	199.80
Geographic wise
India	11,672.93	8,415.35	5,024.58
Export	1.72	962.31	603.75
Customer Wise
Government Bodies	6,599.09	5,251.96	2,887.31
Private developers	5,073.84	3,163.39	2,137.27
Foreign	1.72	962.31	603.75

As certified by SK Patodia and Associates LLP, Independent Chartered Accountants pursuant to their certificate dated June 25, 2026.

Notes:

1. Revenue from operations means the Revenue from Operations as appearing in the Restated Financial Statements.

2. EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by obtaining the profit/ (loss) before exceptional items and tax for the fiscal and adding back finance costs, depreciation, and amortization expense.

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

4. Net Profit after tax represents the restated profits of our Company after deducting all expenses.

5. Net Profit margin is calculated as restated net profit after tax for the fiscal divided by revenue from operations.

6. Return on Net Worth %) is calculated as Net Profit after tax attributable to owner of the company, as restated for the end of the year divided by Average Net worth as at the end of the year. Average net worth means the average of the net worth of current and previous year. Net worth means the aggregate value of the paid-up equity share capital and Reserves and Surplus (excluding revaluation reserve).

7. Return on capital employed is calculated as Earnings before interest and taxes divided by average capital employed (average capital employed is calculated as average of shareholders funds, total debt and deferred tax liabilities (net of deferred tax assets) of the current and previous fiscal.

8. Debt-equity ratio is calculated by dividing total debt by shareholders funds. Total debt represents long term and short-term borrowings. Shareholders funds include the aggregate value of the paid-up share capital and Reserves and Surplus (excluding revaluation reserve).

9. Days Working Capital is arrived at by dividing working capital (current assets excluding cash and bank balances less current liabilities excluding short term borrowings) by revenue from operations multiplied by the number of days in the fiscal.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL PERIOD

In the opinion of the Board of Directors of our Company, since the date of the last financial statements disclosed in this Red Herring Prospectus, 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.

FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business is subjected to various risks and uncertainties, including those discussed in the section titled " Risk Factors" on page 23. Our results of operations and financial conditions are affected by numerous factors including the following:

• We leverage technology and source critical patented parking robot from Sotefin SA, Switzerland and have limited proprietary intellectual property. Any disruption in this supply arrangement could materially adversely affect our business, financial condition, results of operations, and prospects.

• Our business is subject to fluctuations in demand from key customers, our top ten customers accounted for 91.77%, 84.85% and 87.30% of our revenue from operations in the financial years ended March 31, 2026, March 31, 2025 and March 31, 2024 respectively. Loss of relationship with any of the customers or delays or reduction in their orders may have an adverse effect on our business, operation and financial condition.

• Our revenue is generated from projects undertaken with Government agencies. Such project / contracts is awarded on the basis of certain pre-qualification criteria and competitive selection process and are usually in a standard form, restricting our ability to negotiate the terms and conditions. Any change in the Government policies or focus and/or we are unable to recover payments in a timely manner, would adversely affect our business and result of operations.

• We depend on third-party suppliers for raw materials and components, and any disruption in supply, price volatility, or quality issues could adversely affect our operations. Additionally, any latent defects in our products may increase our after-sales costs or result in losses due to product replacements or recalls.

• We face risks related to project execution delays, and our contracts generally incorporate liquidated damages and penalty clauses which could result in significant liabilities if we fail to meet contractual timelines.

BASIS OF PREPARATION, MEASUREMENT AND SIGNIFICANT ACCOUNTING POLICIES

A. Basis of Accounting and Preparation of Financial Statements

Sotefin Bharat Limited ("the Company") (formerly known as Sotefin Bharat Private Limited and Sotefin Parking Private Limited) was incorporated on March 16, 2012. It is classified as a NonGovernment Company and is registered with the Registrar of Companies, Kolkata. The Corporate Identification Number (CIN) of the Company is U29221WB2012PLC175825. The registered office of the Company is situated at 1st Floor, 72/B, Barakhola, Kalikapur, Kolkata - 700 099.

The Company is engaged in the design and implementation of automated car parking systems, with expertise in developing solutions of various scales, ranging from small installations to large, high- capacity parking structures capable of accommodating thousands of vehicles.

On January 01, 2025, the Registrar of Companies, Kolkata accorded its approval for the change in the name of the Company from "Sotefin Parking Private Limited" to "Sotefin Bharat Private Limited".

The Company was converted from a Private Limited Company into a Public Limited Company pursuant to a special resolution passed by the shareholders of the Company at the Extraordinary General Meeting held on October 4, 2025. Consequently, the name of the Company was changed to "Sotefin Bharat Limited", and a fresh Certificate of Incorporation was issued by the Registrar of Companies on November 28, 2025

The Restated Financial Information have been compiled by the Management from:

(i) the audited Financial statement as at and for the year ended March 31, 2026, prepared in accordance with Accounting Standard ("AS") as prescribed under section 133 of the Companies Act read with the Companies (Accounting Standards) Rules 2021, as amended, and other accounting principles generally accepted in India which has been approved by the

Board of Directors at their meeting held on May 5, 2026 ("the Audited Financial Statements");

(ii) the audited Financial statement as at and for the year ended March 31, 2025, prepared in accordance with Accounting Standard ("AS") as prescribed under section 133 of the Companies Act read with the Companies (Accounting Standards) Rules 2021, as amended, and other accounting principles generally accepted in India which has been approved by the Board of Directors at their meeting held on September 4, 2025 ("the Audited Financial Statements"); and

(iii) the audited Special Purpose Financial statement as at and for the year ended March 31, 2024 prepared in accordance with Accounting Standard ("AS") as prescribed under section 133 of the Companies Act read with the Companies (Accounting Standards) Rules 2021, as amended, and other accounting principles generally accepted in India which has been approved by the Board of Directors at their meeting held on December 20, 2025 ("the Special Purpose Financial Statements")."

The Restated Financial Information have been prepared to contain information/disclosures and incorporating adjustments set out below in accordance with the ICDR Regulations:

(i) Adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years as at and for the year ended March 31, 2026, March 31, 2025 and March 31, 2024 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the year ended March 31, 2026;

(ii) The resultant impact of tax due to the aforesaid adjustments, if any.

B. Use of Estimates

The preparation of Restated financial statements in conformity with Generally Accepted Accounting Principles (GAAP) requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income, and expenses and the disclosure of contingent liabilities on the date of the financial statements. Actual results could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Any revision to accounting estimates is recognised prospectively in current and future periods.

C. Current & Non-current Classification

All assets and liabilities are classified into current and non-current.

Assets:

An asset is classified as current when it satisfies any of the following criteria:

(a) It is expected to be realised in, or is intended for sale or consumption in, the Companys normal operating cycle;

(b) It is held primarily for the purpose of being traded;

(c) It is expected to be realised within 12 months after the reporting date; or

(d) It is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting date

Current assets include the current portion of non-current financial assets. All other assets are classified as non-current

Liabilities:

A liability is classified as current when it satisfies any of the following criteria:

(a) It is expected to be settled in the Companys normal operating cycle;

(b) It is held primarily for the purpose of being traded;

(c) It is due to be settled within 12 months after the reporting date All other Liabilities are classified as Non-current.

D. Revenue Recognition

(i) Revenue is recognized when the following conditions are satisfied:

The amount of revenue can be measured reliably; It is probable that economic benefits associated with the contract will flow to the Company; and the costs incurred or to be incurred relating to the contract can be measured reliably.Contract revenue includes:

- Amounts agreed in the original contract;

- Variations in contract work;

- Claims and incentive payments to the extent they are measurable and recovery is considered probable.

Expected losses on contracts, if any, are recognized as an expense immediately in the Statement of Profit & Loss. and Unbilled revenue is recorded when services are rendered but billing has not been raised.

(ii) Export incentive in the nature of duty draw back or ""Duty Entitlement Pass Book"" under ""Duty Exemption Scheme"" is accounted for in the year of Export.

(iii) Interest income is recognized on a time proportion basis taking into account the amount outstanding and the interest rate applicable."

E. Property Plant & Equipment

(a) Property Plant & Equipment

(i) Property, Plant and Equipment are carried at cost of acquisition or construction cost less accumulated depreciation. Costs include all expenses incurred to bring the asset to its present location and condition.

(ii) Expenditure during construction period incurred on the projects under implementation are treated as Pre- operative Expenses pending allocation to the assets, and are included under ""Capital Work in Progress"". These expenses are apportioned to fixed assets on commencement of commercial production. Capital Work in Progress is stated at the amount incurred up to the date of Balance Sheet.

(b) Intangible Assets

Intangible Assets that are acquired by the Company and have finite useful lives are measured at cost less accumulated amortization.

(c) Depreciation

Depreciation on PPE is provided on Written Down Value Method based upon the useful life of the respective PPE in accordance with Schedule II part C of the Companies Act, 2013 in such a manner that after the lapse of prescribed useful life the residual value is 5% of the original cost. However, in cases where the residual value is less than 5%of their original cost, the residual value is taken at actual basis.

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the assets recoverable amount. An assets recoverable amount is the higher of an assets or Cash-Generating Units (CGU) net selling price and its value in use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.

Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining net selling price, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used.

The Company bases its impairment calculation on detailed budgets and forecast calculations which are prepared for the Companys cashgenerating units to which the individual assets are allocated. These budgets and forecast calculations are generally covering a period of five years. For longer periods, a long term growth rate is calculated and applied to project future cash flows after the fifth year.

"Impairment losses of continuing operations, including impairment on inventories, are recognized in the Statement of profit and loss.

After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

An assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Company estimates the assets or cash-generating units recoverable amount. A previously recognized impairment loss is reversed only if there has been a change in the assumptions used to determine the assets recoverable amount since the last impairment loss was recognized. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the Statement of profit and loss."

F. Inventories

Stock of material is valued at the lower of cost or net realizable value after providing any other losses, where considered necessary. Cost is determined on First-In-First-Out basis.

G. Foreign Currency Transactions

Foreign Currency transactions are recorded at the rates of exchange prevailing on the date of transaction.

H. Employee Benefits

(i) Defined Contribution Plans:

Defined Contribution Plan is a Post- Employment plan under which an entity pays fixed contribution and will have no legal or constructive obligation to pay any further amount Companys contribution to the Provident Fund, pension under Employees Pension Scheme, 1995 etc. are recognised during the year in which the related service is rendered.

(ii) Defined Benefit Plans:

Gratuity: The Company provides for gratuity, a defined benefit plan, covering eligible employees in accordance with the Payment of Gratuity Act 1972. The companys liability is actuarially determined at the end of the year.

Leave Encashment; The Company provides for Leave Encashment. A Defined Benefit Plan, covering eligible Employees in accordance with the applicable Labour Laws. The companys liability is actuarially determined at the end of the year.

I. Cash and Cash Equivalent

Cash and cash equivalents for the purpose of cash flow statement comprise cash at bank and in hand and short term investments with an original maturity of three months or less.

J. Cash Flow Statement

Cash Flows are reported using the indirect method, whereby profit/(loss) before extra-ordinary items and tax is adjusted for the effects of transactions of non-cash nature. The cash flow from operating, investing and financing activities of the Company are segregated based on the available information.

K. Income Taxes

Tax expense comprises current and deferred tax. Current income-tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in India. The tax rates and tax laws used to compute the amount are those that are enacted, at the reporting date.

Deferred income taxes reflect the impact of timing differences between taxable income and accounting income originating during the current year and reversal of timing differences for the earlier years. Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted at the reporting date.

Deferred tax liabilities are recognized for all taxable timing differences. Deferred tax assets are recognized for deductible timing differences only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that they can be realized against future taxable profits.

At each reporting date, the company re-assesses unrecognized deferred tax assets. It recognizes unrecognized deferred tax asset to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realized.

The carrying amount of deferred tax assets are reviewed at each reporting date. The company writes- down the carrying amount of deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set-off current tax assets against current tax liabilities and the deferred tax assets and deferred taxes relate to the same taxable entity and the same taxation authority.

Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax. The company recognizes MAT credit available as an asset only to the extent that there is convincing evidence that the company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which the company recognizes MAT credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect of Minimum Alternative Tax under the Income-tax Act, 1961, the said asset is created by way of credit to the statement of profit and loss and shown as "MAT Credit Entitlement." The company reviews the "MAT credit entitlement" asset at each reporting date and writes down the asset to the extent the company does not have convincing evidence that it will pay normal tax during the specified period.

L. Provisions

A provision is recognized when the Company has a present obligation as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.

M. Contingent liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the standalone financial statements.

N. Borrowing costs

"Borrowing cost includes interest and amortization of ancillary costs incurred in connection with the arrangement of borrowings.

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective asset. All other borrowing costs are expensed in the period they occur."

O. Operating Lease

Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified as operating leases. Operating lease payments are recognized as an expense in the statement of profit and loss on a straight-line basis over the lease term.

P. Segment reporting Business segment:

The Company is engaged in the design & implementation of automated car parking systems which is considered as single business segment. Accordingly, the disclosures on primary business segment have not been provided since the Company has only one business segment.

Geographical segment:

The Company exports to customers and accordingly, the secondary segment for the Company is based on the location of the customers.

Q. Earnings per Share (EPS)

Basic earnings per share are calculated by dividing the net profit for the year attributable to equity shareholders by the weighted average number of Equity Shares outstanding during the year. For the purpose of calculating diluted earnings per share, the net profit of the year attributable to equity shareholders and the weighted average number of Equity Shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

PRINCIPAL COMPONENTS OF STATEMENT OF PROFIT AND LOSS

Total Income

Our total income comprises of (i) revenue from operations and (ii) other income.

Revenue from Operations

Revenue from operations comprises of: (i) sale of parking system and (ii) sale of parking consultancy

Other Income

Other income includes (i) net gain / (loss) on exchange fluctuations; (ii) income from scrap sales; (iii) interest on fixed deposit; (iv) profit on sale of car; (v) insurance claim received; (vi) custom duty drawback; (vii) reimbursement of expenses (viii) balances written back; (ix) Other income.

Expenses

Our expenses comprise of: (i) cost of material consumed; (ii) Civil & Installation expenses: (iii) employee benefits expenses; (iii) finance costs; (iv) depreciation and amortization expense; and (v) other expenses.

Cost of Material Consumed

Cost of material consumed denote the sum of inventory at the beginning of period, purchases of materials for parking System, Expenses relating to Import of goods less inventory at the end of the periods.

Purchase of Stock-in-Trade

Purchase of stock-in-trade denote the purchases made during the periods.

Civil & Installation expense

Civil & installation expense denote the expense made for civil & installation work.

Employee Benefits Expense

Employee benefits expenses include (i) salaries and wages (including bonus and other allowances); (ii) Employers contribution to Statutory Fund; (iii) gratuity; (iv) staff welfare expenses and (v) leave encashment.

Finance Costs

Finance cost includes (i) Interest on loans; (ii) MSME Interest; (iii) bank commission; (iv) bank charges and (v) Other borrowing cost

Depreciation and Amortisation expenses

Depreciation and amortisation expenses include (i) depreciation on property, plant and equipment and (ii) amortization of intangible assets.

Other Expenses

Other expenses includes: ; (i) Loss on Exchange Fluctuations: (ii) Site Expenses; (iii) Export Related Expenses;

(iv) Business Development Cost; (v) Testing Expenses; (vi) Auditors Remuneration (Refer Note a below); (vii)

Legal & Professional Fees; (viii) Machinery Hire Charges; (ix) Printing and Stationery; (x) Rent Expense; (xi) Office Maintenance; (xii) Travelling & Conveyance; (xiii) Corporate Social Responsibility Expense: (xiv) Telephone and Internet Charges; (xv) Electricity Charges; (xvi) Insurance Charges; (xvii) IT Related Expenses;

(xviii) Car Maintenance; (xix) Car Running Expenses; (xx) Brokerage Charges; (xxi) Penalty under Agreement;

(xxii) Interest and Late Fine on Government Dues; (xxiii) Rates & Taxes; (xxiv) Bad Debts; (xxv) IIT Charges;

(xxvi) Provision for Doubtful Debts; (xxvii) Provision for Security Deposit; (xxviii) Miscellaneous Expenses;

(xxix) Balances Written Off, (xxx) Directors sitting fees, (xxxi) Assets written off, (xxxii) Loss on Exchange Fluctuations.

Our Results of Operations

The following table sets forth selective financial data from our restated statement of profit & loss for the Financial years ended March 31, 2026, 2025 and 2024, the components of which are also expressed as a percentage of revenue from operations for such periods:

(Rs. in Lakhs unless stated otherwise)

Particulars	Financial Year ended March 31, 2026		Financial year ended March 31, 2025		Financial year ended March 31, 2024
	Amount	As a % of revenue from operations	Amount	As a % of revenue from operations	Amount	As a % of revenue from operations
Income:
Revenue from Operations	11,674.65	100.00%	9,377.66	100.00%	5,628.33	100.00%
Other Income	147.98	1.27%	37.82	0.40%	58.92	1.05%
Total Income	11,822.63	101.27%	9,415.48	100.40%	5,687.25	101.05%
Expenses:
Cost of Material Consumed	4,572.85	39.17%	2,757.15	29.40%	2,826.40	50.22%
Civil & Installation Expense	2,849.05	24.40%	3547.13	37.83%	666.17	11.84%
Employee Benefits	770.38	6.60%	568.90	6.07%	530.23	9.42%
Expense
Finance Costs	251.84	2.16%	193.91	2.07%	149.49	2.66%
Depreciation and Amortization Expenses	225.59	1.93%	34.16	0.36%	44.81	0.80%
Other Expenses	647.20	5.54%	696.06	7.42%	610.25	10.84%
	9,316.91	79.80%	7,797.31	83.15%	4,827.35	85.77%
Total Expenses
Profit before tax	2,505.72	21.46%	1,618.17	17.26%	859.90	15.28%
Tax Expense
Current Tax	855.72	7.33%	523.68	5.58%	195.30	3.47%
Deferred Tax Credit/ (Charge)	(86.86)	(0.74%)	(36.30)	(0.39%)	39.97	0.71%
Total Tax Expense	768.86	6.59%	487.38	5.20%	235.27	4.18%
Profit / (Loss) for the year	1,736.86	14.88%	1,130.79	12.06%	624.63	11.10%

RESULTS OF OPERATIONS INFORMATION FOR THE FISCAL 2026 COMPARED WITH FISCAL 2025

(Rs.in Lakhs unless stated otherwise)

Particulars	Financial Year ended March 31, 2026	Financial Year ended March 31, 2025	Change in Rs. Lakhs	Change in %
Income:
Revenue from Operations	11,674.65	9,377.66	2,296.99	24.49%
Other Income	147.98	37.82	110.16	291.27%
Total Income	11,822.63	9,415.48	2,407.15	25.57%
Expenses
Cost of material consumed	4,572.85	2,757.15	1,815.70	65.85%
Civil & Installation expense	2,849.05	3,547.13	-698.08	-19.68%
Employee Benefits Expense	770.38	568.90	201.48	35.42%
Finance Costs	251.84	193.91	57.93	29.87%
Depreciation and Amortization Expenses	225.59	34.16	191.43	560.39%
Other Expenses	647.20	696.06	-48.86	-7.02%
Total Expenses	9,316.91	7,797.31	1,519.60	19.49%
Profit Before Tax (I- II)	2,505.72	1,618.17	887.55	54.85%
Tax Expense
Current Tax	855.72	523.68	332.04	63.41%
Deferred Tax Credit/ (Charge)	(86.86)	(36.30)	(50.56)	(139.28%)
Total Tax Expense	768.86	487.38	281.48	57.75%
Profit for the Year (III-IV)	1,736.86	1,130.79	606.07	53.60%

Total Income

Our total income has increased by 25.57% to Rs.11,822.63 lakhs in Fiscal 2026 from Rs.9,415.48 lakhs in Fiscal 2025 due to increase in revenue from operations and other income by 24.49% and 291.27% respectively.

Revenue from Operations

Our revenue from operations increased by 24.49% to Rs.11,674.65 lakhs in Fiscal 2026 from Rs.9,377.66 lakhs in Fiscal 2025. This growth was primarily driven by an increase of Rs.3,257.58 lakhs in domestic sales, supported by the commencement of new projects and rising market demand for automated and robotic parking systems. Further, approximately 57% of our revenue during Fiscal 2026 was generated from repeat customers, reflecting strong customer retention and continued business relationships.

Other Income

Our other income was Rs.37.82 lakhs in Fiscal 2025 as compared to Rs.147.98 lakhs in Fiscal 2026, which has increased by 291.27% primarily due to increase in (i)Income from Scrap sales by Rs.18.83 lakhs, (ii) Reimbursement of expenses by Rs.12.06 lakhs; (iii) Balances written back by Rs.6.86 lakhs (iv) Profit on sale of fixed assets by Rs.2.11 lakhs and (v) Profit on exchange fluctuations by Rs.78.18 lakhs. The increase was partially set off by decrease in (i) Interest on fixed deposit by Rs.0.41 lakhs, (ii) Custom Duty Drawback by Rs.1.15 lakhs and (iii) Other income by Rs.6.33 Lakhs.

Total Expenses

Our total expenses have increased by 19.49% from Rs.7,797.31 lakhs in Fiscal 2025 to ^9,316.91 lakhs in Fiscal 2026. This increase was due to Rs.1,815.70 Lakhs increased in Cost of materials consumed, Rs.201.48 Lakhs increase in Employee benefit expense, Rs.191.43 Lakhs increase in Depreciation and amortisation expense and Rs.57.93 Lakhs increase in finance cost. The increase was partially set off by decrease in civil & installation expense Rs.698.08 Lakhs and Rs.48.86 Lakhs decrease in Other expenses.

Cost of Material Consumed

Cost of materials consumed increased by 65.85% from Rs.2,757.15 lakhs in Fiscal 2025 to Rs.4,572.85 lakhs in Fiscal 2026. This increase was primarily attributable to higher opening stock value and comparatively lower closing stock value during the year, driven by decrease of purchase of materials and increase of direct expenses relating to import of goods. Further, the Company commenced operations at its manufacturing unit during Fiscal 2026, which also contributed to the increase in cost of materials consumed.

Purchase of Materials for Parking System

Purchase of Materials for Parking System decreased by 6.50% from Rs.2,137.78 lakhs in Fiscal 2025 to Rs.1,998.84 lakhs in Fiscal 2026.

Civil & Installation Expense

Civil & Installation expenses decreased by 19.68% from Rs.3,547.13 lakhs in Fiscal 2025 to Rs.2,849.05 lakhs in Fiscal 2026, primarily due to lower execution of civil projects during the year.

Employee Benefit Expenses

Employee Benefit Expenses increased by 35.42% from Rs.568.90 lakhs in Fiscal 2025 to Rs.770.38 lakhs in Fiscal 2026. This increase was primarily attributable to increase in Salary, Wages (including Bonus), Staff Welfare expense, Gratuity, leave Encashment and contribution to statutory fund.

Finance Cost

Finance cost increased by 29.87% from Rs.193.91 lakhs in Fiscal 2026 to Rs.251.84 lakhs in Fiscal 2026, majorly on account of increase in borrowing cost.

Depreciation and Amortization Expenses

Depreciation and amortisation expenses increased by 560.39% from Rs.34.16 lakhs in Fiscal 2025 to Rs.225.59 lakhs in Fiscal 2026, primarily due to higher depreciation charged on factory building and plant & machinery following the commencement of manufacturing operations during the year.

Other Expenses

Other expenses decreased by 7.02% from Rs.696.06 lakhs in Fiscal 2025 to Rs.647.20 lakhs in Fiscal 2026. This was primarily due to decrease in Legal & Professional fees and Travelling expenses.

Profit Before Tax

Profit before tax has Increased by 54.85% from Rs.1,618.17 lakhs in Fiscal 2025 to Rs.2,505.72 lakhs in Fiscal 2026 as a result of overall increase in operations in Fiscal 2026. This increase was mainly due to increase in volume of operations. As a combined effort of all expenses together as discussed above, the profit before tax has increased.

Tax Expenses

Due to increase in our profit before tax, our Deferred tax expense increased by 139.28% from Rs.36.30 lakhs in Fiscal 2025 to Rs.86.86 lakhs in Fiscal 2026 and our Current tax expense increased by 63.41% from Rs.523.68 lakhs in Fiscal 2025 to Rs.855.72 lakhs in Fiscal 2026.

Profit After Tax

During Fiscal 2026, revenue from operations increased by 24.49%, while other income increased by 291.27%. Further, Civil & Installation expenses as a percentage of revenue decreased from 37.83% in Fiscal 2025 to 24.40% in Fiscal 2026, and other expenses as a percentage of revenue declined from 7.42% in Fiscal 2025 to 5.54% in Fiscal 2026, reflecting improved operational efficiency and better utilization of resources. As a result, profit after tax increased by 53.60% from Rs.1,130.79 lakhs in Fiscal 2025 to Rs.1,736.86 lakhs in Fiscal 2026.

RESULTS OF OPERATIONS INFORMATION FOR THE FISCAL 2025 COMPARED WITH FISCAL 2024

(Rs. in Lakhs unless stated otherwise)

Particulars	Financial Year ended March 31, 2025	Financial Year ended March 31, 2024	Change in Rs. Lakhs	Change in %
Income:
Revenue from Operations	9,377.66	5,628.33	3,749.33	66.62%
Other Income	37.82	58.92	(21.10)	(35.81%)
Total Income	9,415.48	5,687.25	3,728.23	65.55%
Expenses
Cost of material consumed	2,757.15	2,826.40	(69.25)	(2.45%)
Civil & Installation expense	3,547.13	666.17	2,880.96	432.47%
Employee Benefits Expense	568.90	530.23	38.67	7.29%
Finance Costs	193.91	149.49	44.42	29.71%
Depreciation and Amortization Expenses	34.16	44.81	(10.65)	(23.77%)
Other Expenses	696.06	610.25	85.81	14.06%
Total Expenses	7,797.31	4,827.35	2,969.96	61.52%
Profit Before Tax (I- II)	1,618.17	859.90	758.27	88.18%
Tax Expense
Current Tax	(523.68)	(195.30)	(328.38)	168.14%
Deferred Tax Credit/ (Charge)	36.30	(39.97)	76.27	(190.82%)
Total Tax Expense	(487.38)	(235.27)	(252.11)	107.16%
Profit for the Year (III-IV)	1,130.79	624.63	506.16	81.03%

Total Income

Our total income has increased by 65.55% from Rs.5,687.25 lakhs in fiscal 2024 to Rs.9,415.48 lakhs in fiscal 2025 due to increase in revenue from operations by 66.62% and decrease in other income by 35.81%.

Revenue from Operations

Our revenue from operations has increased by 66.62% from Rs.5,628.33lakhs in fiscal 2024 to Rs.9377.66 lakhs in fiscal 2025. The increase is reflected by increase in export sales by Rs.358.56 lakhs and domestic sales by Rs.3,390.77 lakhs.

Revenue has increased mainly due to commencement of new projects in Fiscal 2025 coupled with increased completion of existing projects. Approximately 57% of the Companys revenue was generated from ongoing projects, with the balance contributed by newly commenced projects. The combined contribution from existing and new project activity resulted in an overall growth in the Companys sales during the period.

Other Income

Our other income was Rs.37.82 lakhs in Fiscal 2025 as compared to Rs.58.92 lakhs in Fiscal 2024, which has decreased by 35.81% primarily due to decrease in (i) custom duty drawback by Rs.5.03 lakhs, (ii) reimbursement of expenses by Rs.21.16 lakhs and (iii) other income by 14.09 lakhs. The decrease was partially set off by increase in (i) income from scrap sale by Rs.4.98 lakhs, (ii) interest on fixed deposit by Rs.5.27 lakhs, (iii) balances written

back by Rs.8.93 lakhs during the Fiscal 2025.

Total Expenses

Our total expenses have increased by 61.52% from Rs.4827.35 lakhs in Fiscal 2024 to Rs.7,797.31 lakhs in Fiscal 2025. This increase was primarily on account of increase in (i) civil & installation expenses by Rs.2,880.96 Lakhs; (ii) employee benefit expenses by Rs.38.67 lakhs; (iii) finance costs by Rs.44.42 lakhs and (iv) other expenses by Rs.85.81 lakhs. The increase was partially offset by decrease in cost of material consumed by Rs.69.25 lakhs and depreciation and amortisation expenses by Rs.10.65 Lakhs.

Cost of Material Consumed

Cost of material consumed decreased by 2.45% from Rs.2,826.40 lakhs in Fiscal 2024 to Rs.2,757.15 lakhs in Fiscal 2025. Although the purchase of materials for the parking system increased by 27.63%, from Rs.1,674.93 lakhs in Fiscal 2024 to Rs.2,137.78 lakhs in Fiscal 2025, primarily due to an increase in overall operations during Fiscal 2025, the impact on material consumption was partially offset by a higher closing stock valuation and a comparatively lower opening stock value during the period.

Civil & Installation Expense

Civil & installation expenses increased by 432.47% from Rs.666.17 lakhs in Fiscal 2024 to Rs.3,547.13 lakhs in Fiscal 2025, primarily due to execution of more civil-intensive projects and higher project deployment driven by increased sales.

Employee Benefit Expenses

Employee benefit expenses increased by 7.29% from Rs.530.23 lakhs in Fiscal 2024 to Rs.568.90 lakhs in Fiscal 2025. This increase was primarily attributable to increase in salaries, wages, staff welfare expense, contribution to statutory funds (including bonus) by Rs.38.67 lakhs in Fiscal 2025.

Finance Cost

Finance cost increased by 29.71% from Rs.149.49 lakhs in Fiscal 2024 to Rs.193.91 lakhs in Fiscal 2025, on account of increase in (i) interest on cash credit account, interest on term loan and interest on other loans by Rs.33.05 lakhs and (ii) Bank Commission by Rs.15.09 Lakhs. This increase was mainly due to increase in interest on secured and unsecured loan as per their utilisation.

Depreciation and Amortization Expenses

Depreciation and amortisation expenses decreased by 23.77% from Rs.44.81 lakhs in Fiscal 2024 to Rs.34.16 lakhs in Fiscal 2025, on account of written down value effect of depreciation calculation.

Other Expenses

Other expenses increased by 14.06% from Rs.610.25 lakhs in Fiscal 2024 to Rs.696.06 lakhs in Fiscal 2025. This was primarily due to increase in legal & professional fees, penalty charges, interest, rates & taxes and loss on exchange rate fluctuations. The increase was partially offset by decrease in site expenses, business development cost and travelling & conveyance expenses.

Profit Before Tax

Profit before tax has increased by 88.18% from Rs.859.90 lakhs in Fiscal 2024 to Rs.1,618.17 lakhs in Fiscal 2025 as a result of overall increase in operations in Fiscal 2025. The increase is mainly due to higher operational efficiency, improved cost management, and better utilization of resources. As a combined effort of all expenses together as discussed above, the profit before tax has been increased.

Tax Expenses

Due to increase in our profit before tax, our total tax expense increased by 107.16% out of which our current tax expense increased by 168.14% from Rs.(195.30) lakhs in Fiscal 2024 to Rs.(523.68) lakhs in Fiscal 2025 and our deferred tax expense decreased by (190.82%) from Rs.(39.97) lakhs in Fiscal 2024 to Rs.36.30 Lakhs in Fiscal 2025. Since the company is earning higher amount than the last year, its paying higher tax as per applicable tax slab and other provision of Income Tax Act.

Profit After Tax

During Fiscal 2025, our revenue from operations increased by 66.62%. At the same time, the cost of material consumed as a percentage of revenue declined from 50.22% in Fiscal 2024 to 29.40% in Fiscal 2025, Civil & Installation expenses as a percentage of revenue increased from 11.84% in Fiscal 2024 to 37.83% in Fiscal 2025, Employee benefit expense as a percentage of revenue declined from 9.42% in Fiscal 2024 to 6.07% in Fiscal 2025, Finance cost as a percentage of revenue declined from 2.66% in Fiscal 2024 to 2.07% in Fiscal 2025, Depreciation and amortization expense as a percentage of revenue declined from 0.80% in Fiscal 2024 to 0.36% in Fiscal 2025 and other expenses as a percentage of revenue declined from 10.84% in Fiscal 2024 to 7.42% in Fiscal 2025, reflecting overall operating efficiency, supported by cost efficiency and financial efficiency.

Consequently, our profit after tax as a percentage of revenue improved from 11.10% in Fiscal 2024 to 12.06% in Fiscal 2025. As a result of higher scale of operations and improved gross margins, our profit after tax increased by 81.03%, from Rs.624.63 lakhs in Fiscal 2024 to Rs.1,130.79 lakhs in Fiscal 2025.

Cash Flow

The table below summaries our cash flows from our Restated Financial Information for the Fiscal 2025, 2024 and 2023:

			(Rs. In lakhs)
Particulars		Fiscal
	2026	2025	2024
Net cash flow generated from/ (utilized in) operating activities (A)	(685.84)	402.10	132.96
Net cash flow generated from/ (utilized in) investing activities (B)	(1,254.46)	(1,279.90)	(195.31)
Net cash flow generated from/ (utilized in) financing activities (C)	1,940.50	884.16	14.81
Net (decrease)/ increase in cash & cash equivalents (A+B+C)	0.20	6.35	(47.54)
Cash and cash equivalents at the beginning of the year	9.83	3.48	51.02
Cash and cash equivalents at the end of the year	10.03	9.83	3.48

Cash flow from operating Activities For the Fiscal ended March 31, 2026

Net cash flow utilized in our operating activities was Rs.685.84 lakhs for the fiscal ended March 31, 2026. Our operating profit before working capital changes was Rs.3,203.17 lakhs during the fiscal ended March 31, 2026, which was the result of the profit before tax for the fiscal of Rs.2,505.72 lakhs adjusted primarily for depreciation of Rs.225.59 lakhs, provision for security deposit Rs.22.22 Lakhs, Provision for Trade receivables Rs. 52.41 Lakhs, Finance cost Rs.251.84 Lakhs, Balances written off Rs.58.70 Lakhs, Unrealised foreign exchange gain Rs.116.76 Lakhs, Assets written off Rs.0.70 Lakhs and Lease Equalisation reserve Rs.0.70 Lakhs. This was offset by Interest on fixed deposit Rs. 13.55 lakhs, Profit on sale of fixed assets Rs.2.11 Lakhs and Balances written back Rs.15.81 Lakhs. Our movements in working capital primarily consisted of decrease in trade payables of Rs. 1,115.18 lakhs, increase in other current liabilities of Rs.46.01 lakhs, increase in provision of Rs.8.58 lakhs, increase in other current assets of Rs.55.98 lakhs, increase in trade receivables of Rs.2,103.88 lakhs, decrease in inventories of Rs.57.85 lakhs. Taxes paid amounted to Rs.610.71 lakhs.

For the Fiscal ended March 31, 2025

Net cash flow generated in our operating activities was Rs.402.10. lakhs for the fiscal ended March 31, 2025. Our operating profit before working capital changes was Rs.1,868.80 lakhs during the fiscal ended March 31, 2025, which was the result of the profit before tax for the fiscal of Rs.1,618.17 lakhs adjusted primarily for depreciation of Rs.34.16 lakhs, , Finance cost Rs.193.91 Lakhs, bad debts Rs.40.02 lakhs, Balance written off Rs.5.32 Lakhs, Lease equalisation reserve by Rs..22 lakhs. This was offset by Interest on fixed deposit Rs. 13.96 lakhs, interest on security deposit Rs.0.10 Lakhs and Balances written back Rs.8.94 Lakhs. Our movements in working capital primarily consisted of increase in trade payables of Rs.1,175.63 lakhs, increase in other current liabilities of Rs.287.21 lakhs, increase in provision of Rs.7.12 lakhs, increase in other current assets of Rs.272.62 lakhs, increase in trade receivables of Rs.1,979.17 lakhs, increase in inventories of Rs.339.14 lakhs. Taxes paid amounted to Rs.345.73 lakhs.

For the Fiscal ended March 31, 2024

Net cash flow generated in our operating activities was Rs. 132.96 lakhs for the fiscal ended March 31, 2024. Our operating profit before working capital changes was Rs.1,047.42 lakhs during the fiscal ended March 31, 2024, which was the result of the profit before tax for the fiscal of Rs.859.90 lakhs adjusted primarily for depreciation of Rs.44.81 lakhs, Finance cost Rs.149.49 Lakhs, bad debts Rs.1.66 lakhs, Lease equalisation reserve by Rs.0.26 lakhs. This was offset by Interest on fixed deposit Rs.8.69 lakhs and Balances written back Rs.0.01 Lakhs. Our movements in working capital primarily consisted of increase in trade payables of Rs.484.48 lakhs, increase in other current liabilities of Rs.65.05 lakhs, increase in provision of Rs.19.27 lakhs, decrease in other current assets of Rs.355.77 lakhs, increase in trade receivables of Rs.2,021.26 lakhs, decrease in inventories of Rs.289.44 lakhs. Taxes paid amounted to Rs.107.21 lakhs.

Cash flow from Investing Activities

For the Fiscal ended March 31, 2026

Net cash flow utilized in investing activities was Rs.1254.46 lakhs for the fiscal ended March 31, 2026. This is primarily attributable to purchase of fixed assets of Rs.964.95 lakhs, Capital WIP and capital advance given of Rs.219.20 lakhs., Addition to Intangible assets under development of Rs.32.49 Lakhs, Purchase of Intangible assets of Rs.16.89 Lakhs, Loan given to related party of Rs.34.00 Lakhs, Creation of fixed deposit of Rs.45.73 Lakhs. These payments were offset by Proceeds from exchange of old assets of Rs.4.33 lakhs, Interest income of Rs.11.14 Lakhs and Loan repayment of related party of Rs.43.33 Lakhs.

For the Fiscal ended March 31, 2025

Net cash flow utilized in investing activities was Rs.1,279.90 lakhs for the fiscal ended March 31, 2025. This is primarily attributable to purchase of fixed assets of Rs.342.88 lakhs, Capital WIP and capital advance given of Rs.974.38 lakhs Purchase of Intangible assets of Rs.12.78 lakhs and Inter Corporate loan given of Rs.9.33 lakhs. These payments were offset by proceeds from interest income of Rs. 10.68 lakhs and fixed deposit matured of Rs.48.79 lakhs.

For the Fiscal ended March 31, 2024

Net cash flow utilized in investing activities was Rs.195.31 lakhs for the fiscal ended March 31, 2024. This is primarily attributable to purchase of fixed assets of Rs.38.91 lakhs, Capital WIP and capital advance given of Rs.138.61 lakhs Purchase of Intangible assets of Rs.0.50 lakhs and Investment in fixed deposit of Rs.26.00 Lakhs. These payments were offset by proceeds from interest income of Rs.8.71 lakhs.

Cash flow from Financing Activities

For the fiscal ended March 31, 2026

Net cash flow generated in financing activities was Rs.1,940.50 lakhs for fiscal ended March 31, 2026 consisting of Proceeds of Short term borrowings of Rs.1,061.40 lakhs, Proceeds from long term borrowings of Rs.482.39 lakhs

and Issue of share capital & Security premium received of Rs.1,011.11 Lakhs. These were offset from payment of interest expense of Rs.255.62 lakhs and repayment of long term borrowings of Rs.358.78 Lakhs.

For the fiscal ended March 31, 2025

Net cash flow generated in financing activities was Rs.884.16 lakhs for fiscal ended March 31, 2025 consisting of and proceeds from issue of share capital & security premium received of Rs.1,740.02 Lakhs, Proceeds from longterm Borrowings of Rs.357.79 Lakhs These were offset from payment of interest expense of Rs.193.91 lakhs, repayment of long term borrowings of Rs.130.12 Lakhs, repayment of short term borrowings of Rs.889.62 Lakhs

For the Fiscal ended March 31, 2024

Net cash flow generated in financing activities was Rs.14.81lakhs for fiscal ended March 31, 2024 consisting of Proceeds of short term borrowings of Rs.185.78 lakhs, Proceeds from long-term Borrowings of Rs.90.00 Lakhs These were offset from payment of interest expense of Rs. 149.49 lakhs and repayment of long term borrowings of ^111.48 Lakhs.

Financial Indebtedness

As on May 31, 2026 the total outstanding borrowings of our Company was Rs.1,528.71 lakhs. The following table sets out the details of the total borrowings outstanding as on May 31, 2026.

	(Rs. in Lakhs)
Particulars	As at May 31, 2026
Secured
(a) Cash credit/ Working Capital Demand Loan from Banks/ Term Loans and Vehicle Loans	1,509.34
(b) Unsecured loans from related parties/ Bank	19.37
	1,528.71

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.

Contingent Liabilities and Commitments

The following table sets forth our contingent liabilities as at March 31, 2026, March 31, 2025 and March 31, 2024 as per the Restated Financial Information:

			(Rs. In Lakhs)
Particulars	As at March 31, 2026	As at March 31, 2025	As at March 31, 2024
Contingent Liabilities
(i) Corporate Guarantee to Paciano Hospitality Private limited (combined guarantee with Pisa International Private Limited & Project engineering)			1025.00
(ii) Bank Guarantee for Performance Obligations	1,998.04	706.00	265.87
(iii) GST Demand	37.32*	37.32*	-
(iv) Letter of credit for import		641.86	185.75

* Order dated Nov 22, 2024 from Sales Tax Officer Ward68:Zone3: Delhi alleging Short payment of GST output tax amounting to Rs.20.21 lacs (Rs. 10.11 lacs CGST & Rs. 10.11 lacs as SGST due to mismatch of GSTR-1 and GSTR- 3B for the month of March 2021 along with interest amounting Rs. 15.08 lacs splitting into Rs. 7.54 lacs under CGST & SGST each and 10% penalty amounting Rs. 1.01 lacs under CGST & SGST. Appeal filed against the above order on March 20, 2025 & Rs. 13.37 lacs deposited with appellate authority.

The Company has availed benefit of free transferable duty credit scripts under EPCG Scheme of Central Government on procurement of Capital Goods. The Company expects to meet its export obligations in future years

It is not practical for our Company to estimate the timings of cash outflow, if any in respect of above pending resolutions of the respective proceedings.

Related Party Transactions

We enter into various transactions with related parties. For further information, see "Restated Financial Information" - on page 268.

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.

Effect of Inflation

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

Reservations, Qualifications and Adverse Remarks

Except as disclosed in chapter titled "Restated Financial Information" on page 268, there have been no reservations, qualifications and adverse remarks.

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

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 Companys operations or are likely to affect income from continuing operations except as described in chapter titled "Risk Factors" on page 23.

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 23 and in this chapter, 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.

Seasonality of Business

There is no seasonality in our business.

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 23 and in this section, to our knowledge there are no known factors that might affect the future relationship between cost and revenue.

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

Our business has been affected and we expect that it will continue to be affected by the trends identified above and the uncertainties described in the section "Risk Factors" on page 23. Changes in revenue in the last three Fiscals are as described in " Results of Operations Information for the Fiscal 2026 compared with Fiscal 2025" and "Results of Operations Information for the Fiscal 2025 compared with Fiscal 2024 mentioned above.

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

We operate in only one major segment.

Competitive Conditions

We expect competition in our industry from existing and potential competitors to intensify. For further details on competitive conditions that we face across our various business segments, please see "Our Business", "Industry Overview" and "Risk Factors" on pages 188, 143 and 23.

Status of any Publicly Announced New Products or Business Segments

As on the date of this Red Herring Prospectus, there are no new products or business segments that have or are expected to have a material impact on our business prospects, results of operations or financial condition.

Significant Dependence on a Single or Few Customers

The percentage of revenue from operations derived from our top customers is given below:

						(in Rs. Lakhs)
Sr. No. Particulars	Fiscal 2026		Fiscal 2025		Fiscal 2024
	Amount	% of Revenue from Operation	Amount	% of Revenue from Operation	Amount	% of Revenue from Operation
1 Revenue from Top 1 customer	5,632.62	48.25%	1,584.50	16.90%	1,830.07	32.52%
2 Revenue from Top 5 customers	9,352.87	80.11%	6,316.43	67.36%	3,988.05	70.86%
3 Revenue from Top 10 customers	10,714.07	91.77%	7,957.23	84.85%	4,913.61	87.30%

Exemption Application under Regulation 300(1)(c) of the SEBI ICDR Regulations

Our Company had filed an exemption application dated July 25, 2025 under Regulation 300(1)(c) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, seeking exemption from identifying and disclosing the following persons as members of the Promoter Group: (i) Aloke Choudhuri, brother of Arup Choudhuri, one of our Promoters; (ii) Mona Manish Desai, sister-in-law of Jignesh Pravinchandra Sanghavi, one of our Promoters; and (iii) anybody corporate in which 20% or more of the equity share capital is held by Aloke Choudhuri, or any firm or Hindu Undivided Family where Aloke Choudhuri or Mona Manish Desai may be a member, in accordance with the SEBI ICDR Regulations.

However, pursuant to its letter dated November 03, 2025, SEBI directed our Company to include Aloke Choudhuri and Mona Manish Desai, along with their connected entities (as referred to in point (iii) above), as part of the Promoter Group of our Promoters, Arup Choudhuri and Jignesh Pravinchandra Sanghavi, and to include the applicable disclosures based on the information available in the public domain.

For further details, see "Risk Factors - Disclosures made in the chapter ‘Promoter and Promoter Group are limited to the information available in public domain." beginning on page 37 of this Red Herring Prospectus.

Clarification regarding legal proceedings involving Independent Directors.

In connection with the proposed Initial Public Offering of Sotefin Bharat Limited (the "Company"), the Company had filed its DRHP with the SME Platform of BSE Limited on December 30, 2025.

Pursuant to the queries raised by BSE Limited vide its communication dated February 2, 2026, the legal counsel to the issue has undertaken a review of the litigation search report dated September 2, 2025 issued by Perfios Software Solutions Private Limited, together with the undertakings and confirmations provided by Mr. Durga Shanker Mishra and Mr. Sitaram Janardhan Kunte, Independent Directors of the Company, and based on such review and the information made available, has opined that the legal proceedings disclosed under the section titled "Material Civil Proceedings" on page 294 of this Red Herring Prospectus, in which the aforesaid Independent Directors have been named as parties, arise from actions undertaken by them in their official capacities as government officeholders in the course of discharge of their statutory and administrative functions and not in their personal capacities, and accordingly such proceedings are attributable to their official roles and do not relate to or arise from any personal acts, omissions or liabilities of the said Independent Directors.