Suvidhaa Infoserve Ltd Management Discussions

1. Overview- Economy & Industry Overview

FY 2025-26 was a year of considerable macroeconomic strength for India, with growth led by domestic demand rather than exports. The rationalisation of Goods and Services Tax rates into two principal slabs from September 2025, a sharp easing of retail inflation and earlier relief on personal income tax together lifted household disposable incomes through the year. For a business whose revenues are tied to consumption at the retail counter and to the movement of goods through distribution channels, this was a genuinely supportive backdrop.

Indias digital public infrastructure has matured to the point where payment acceptance is close to universal and has, in consequence, become commoditised. The competitive question has moved on: it is no longer whether a small retailer can accept a digital payment, but what else that retailer can be equipped to sell and earn from. Across Tier 3 markets and beyond, the last mile still requires a trusted human interface — a store owner who can explain a product, complete a transaction on a customers behalf and stand behind it. Your Company has built its business on precisely that proposition, and the industrys shift from payment enablement toward broader retail and financial enablement plays to a capability it has developed over nearly two decades.

A parallel shift is underway in how brands spend to influence demand. Undifferentiated, discount-led incentives are losing their effect on the retailers, dealers and distributors who actually convert a sale and enterprises are moving spend toward structured programmes that can demonstrate measurable return, consolidating onto fewer and better-instrumented platforms. Regulation has reinforced the same direction: the phased implementation of the Digital Personal Data Protection Rules has brought consent, retention, security and breach-reporting obligations into force, while the tax and sectoral codes governing incentives paid to business partners continue to tighten. Enterprises now select their platform partners on compliance and audit capability as much as on reach or catalogue depth — which, in your Companys assessment, materially favours organised, technology-led operators and represents one of the clearest structural opportunities before the Group today.

Business Overview

Suvidhaa Infoserve Limited was formed in 2007 with a vision to build a robust and easily accessible platform that would offer every household access to a world of services within its own neighbourhood. In a cash-dominant economy in which millions remain outside the formal banking system, the Company works with banks and service providers to give those customers the ability to access digital financial services, in many cases for the first time, through a retailer they already know and trust. That founding proposition remains the core of the business.

The engine of this is the Companys proprietary S-Commerce? platform — an agile and robust system integrated on one side with service providers and on the other with the franchisee network, with the capability to process settlement on a real-time basis. Over 300 service providers ride on the platform to reach their last mile. For an enterprise or SME seeking to serve the end customer, Suvidhaa is a single point of access to a distribution network it would otherwise have to build itself; for the retailer, it is a single interface through which a wide spectrum of products can be sold. The platform thus acts as a bridge, creating value simultaneously for banks and service providers, for the merchant and for the end consumer.

Through this network a neighbourhood store can offer its customers insurance, mutual funds, utility bill payments, travel bookings and a range of everyday consumer services. Each such service earns the retailer a commission on a transaction it would otherwise have turned away, brings customers into the store more frequently, and lifts the value of the basket they buy while they are there. The commercial logic of the model rests on that compounding — more services per outlet, more footfall per service, and a retailer whose livelihood improves in step with the platforms own. During the year under review the Company directed its attention to the quality of this network rather than to gross transaction volume: improving outlet activation, rebalancing the service provider mix toward categories that earn the retailer more per transaction, and investing in platform reliability and settlement integrity, on which the trust of both banks and retailers ultimately rests. The Company also continues to build omni-channel solutions spanning web, mobile and in-store point-of-sale for its partners.

Building on this foundation, the Group has established a substantial and fast-growing position in the loyalty, rewards and engagement business, conducted principally through a wholly-owned subsidiary. It operates an enterprise platform through which brands engage their channel ecosystems and end consumers, spanning channel and trade partner loyalty programmes, consumer engagement and reward programmes, and a rewards marketplace across a wide catalogue of digital, physical and experiential rewards. Its clients span fast-moving consumer goods, building materials, electricals, pharmaceuticals, automotive and financial services, and its programmes are built to be administered in a compliant, audit-ready manner — increasingly a threshold requirement for enterprise procurement.

These mandates are contracted on a platform-plus-fulfilment basis, typically run over multi-year horizons, and generate recurring, forecastable revenue with better visibility than transaction-linked income. Together, the two activities give the Group an integrated position that few can replicate — distribution reach, retailer relationships and settlement capability at the last mile, combined with the platform and programme design capability that makes that reach commercially valuable to large enterprises.

2. Opportunities and Threats

In the Boards view the opportunity set before the Group is the strongest it has been in several years:

• Continued formalisation of Indias unorganised retail sector, expanding the population of small merchants that can be on boarded onto the S-Commerce? platform and served through assisted commerce.

• Scope to deepen earnings per outlet by widening the service catalogue available at each counter, without a corresponding rise in the cost of acquiring or maintaining the network.
• A large and still under-digitised domestic market for structured channel and trade engagement, in which brands are consolidating fragmented programmes onto measurable platforms.
• Compliance as a competitive advantage — tighter data protection and incentive-taxation obligations raise the operating standard for programme administrators and favour platforms that can evidence consent management, auditability and controlled disbursement.
• A consumption tailwind from GST rationalisation and low inflation, lifting volumes both at the retail counter and in the verticals where channel incentive spends is concentrated.
• A low-cost route to growth through the Groups installed base of enterprise clients, service providers and retail touch points, enabling cross-sell across programmes, categories and geographies.

Against these, the Group remains alert to the continuing commoditisation of transaction-led revenue, to competitive intensity and pricing pressure, to cyber security and fraud risk inherent in digital commerce, and to the extended procurement and settlement cycles characteristic of large enterprise mandates. Management believes each is being actively addressed through the repositioning described here.

3. Risks and Concerns

Risk related to Information Technology and Networks

As a technology-driven business, the Group depends on the performance, security and resilience of its information technology systems and networks. Any prolonged disruption, outage or slowdown could affect operations, customer experience and growth, and any deviation from the anticipated pace of internet penetration in India may constrain merchant acquisition. The technology industry is marked by rapid innovation influenced by scientific advances, emerging business models and regulatory frameworks, all bearing on the relevance and pricing of existing and developing offerings. Sustained growth will require the Group to deliver current technology solutions consistently, adapt swiftly to evolving technologies and invest in up skilling its workforce.

Risk related to data security and regulatory compliance

The secure handling of sensitive customer information, including payment credentials and authentication details, remains a critical challenge in digital commerce. The Group relies on encryption and authentication technologies licensed from third parties, and as its range of payment and programme options expands it is exposed to additional regulatory, compliance and fraud-related risks; advances in cryptography or unforeseen vulnerabilities could compromise algorithms currently in use, with consequences for reputation and operations. With the phased implementation of the Digital Personal Data Protection Rules, obligations relating to consent, notice, retention, erasure and breach reporting have become enforceable statutory requirements, and incentive programmes administered for clients remain subject to withholding tax provisions and sectorial marketing codes. The Group continues to strengthen its security, data governance and compliance frameworks accordingly. Separately, enterprise settlement cycles are extended by nature, and the realisation of trade receivables remains an area of active management focus.

4. Internal Control Systems and their Adequacy

The Company has established a framework of internal controls commensurate with its size, scale and operational complexity, designed to provide reasonable assurance regarding the accuracy of financial and operational reporting, the safeguarding of assets, adherence to statutory and regulatory requirements, and the proper authorisation and recording of transactions. Oversight is exercised by the Audit Committee of the Board, comprised entirely of Independent Directors, which evaluates the effectiveness of internal controls, reviews the annual internal audit plan and significant findings, monitors remedial action and reviews compliance with accounting standards, corporate policies and statutory obligations. In the opinion of the Board, the control environment remains responsive and adequate to the nature of the Companys operations.

5. Discussion on Financial Performance with respect to Operational Performance

The financial statements have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013, read with applicable rules, under the historical cost convention on an accrual basis except for certain financial instruments measured at fair value; accounting policies have been consistently applied. FY 2025-26 was a year of decisive structural reset. Management set out to complete the exit from low-margin legacy transaction distribution, rebuild the revenue base around contracted enterprise mandates, reset the cost structure to the scale of current operations and strengthen the balance sheet. Each of those objectives was met.

(Amount in million)

Particulars	2025-26	2024-25
Revenue from Operations	35.01	106.20
Other Income	6.98	5.56
Total Income	41.99	111.76
Cost of Services	33.84	107.45
Employee benefits expense	46.26	48.87
Finance costs	0.76	3.71
Depreciation and Amortisation expense	8.65	88.74
Other expenses	53.49	28.86
Total Expenses	143.00	277.63

Total expenses reduced by 48.49% to 143.00 Mn from 277.63 Mn, reflecting sustained discipline on fixed overheads alongside lower variable costs. Depreciation and amortisation fell to 8.65 Mn from 88.74 Mn as legacy platform and intangible assets substantially completed their amortisation cycle, removing a long-standing non-cash drag on reported results, while finance costs reduced to 0.76 Mn from 3.71 Mn on repayment of borrowings. The loss for the year consequently narrowed by 39.10% to 101.01 Mn, and the Company ended the year substantially debt-free with a debt-equity ratio of 0.05 times against 0.09 times a year earlier.

Revenue from operations of 35.01 Mn compares with 106.20 Mn in the previous year, reflecting the deliberate run-off of legacy transaction distribution volumes that carried little margin and the transition of the revenue base toward enterprise mandates with longer on boarding cycles but materially better tenure, margin and retention. Revenue was therefore weighted toward the closing months of the year, as new mandates were contracted and commenced implementation.

That transition is now converting, and momentum has carried strongly into the current financial year: consolidated revenue from operations for the quarter ended 30 June 2026 was more than double that of the corresponding quarter of the previous year, while the loss for the quarter reduced to less than half the comparable level. The Board regards this as early validation that the repositioning undertaken during FY 2025-26 has established a materially healthier and more scalable base for the business.

6. Details of significant changes in key financial ratios

Particular	2025-26	2024-25
Debtors Turnover (in times)	0.32	0.97
Inventory Turnover (in times)	-	-
Interest Coverage Ratio (in times)	(121.22)	(19.77)
Current Ratio (in times)	0.79	1.10
Debt Equity Ratio	0.05	0.09
Operating Profit Margin (%)	-261.62%	-69.13%
Net Profit Margin (%)	-253.09%	-151.42%
Net worth	?1,085.70 Million	?1,130.46 Million

The movement in the margin ratios above is principally arithmetic, arising from the lower revenue base rather than from any deterioration in the underlying cost structure, which improved materially. The Debt Equity Ratio improved to 0.05 times from 0.09 times on repayment of borrowings, and the Interest Coverage Ratio moved further into negative territory principally because its denominator, finance cost, reduced by approximately 79% on that same repayment. The change in return on net worth is attributable to the loss incurred during the year, partly offset by the substantial reduction in its quantum.

7. Material developments in the Human Resources / Industrial Relations front, including the number of people employed

The Company has in place a well-defined Code of Conduct and ensures that ethical business practices are followed at all levels of the organisation, supported by a fair and objective performance management system. During the year the Company continued to invest in the capability of its teams, with emphasis on platform engineering, programme delivery, data governance and client servicing. Industrial relations remained cordial. As on 31st March, 2026, the Company had employee strength of 16 people.

8. Cautionary Statement

Statements in this document and discussion relating to future status, events or circumstances, including statements describing the Companys objectives, projections, estimates and expectations, may constitute forward looking statements within the meaning of applicable laws and regulations. Such statements are subject to numerous risks and uncertainties, are not necessarily predictive of future results, and actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include economic developments, improvements in the fintech and customer engagement ecosystems, the pace of conversion and ramp-up of enterprise mandates, changes in Government regulations in India and other incidental factors.

For and on behalf of the board of directors of Suvidhaa Infoserve Limited

Sd/- Naresh Sharma — Managing Director — DIN: 09071085 — Mumbai

Sd/- Ritesh Chothani — Director — DIN: 09070982 — Mumbai

Place: Mumbai Date: August 14, 2026