Value 360 Communications Ltd Management Discussions

OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion is intended to convey management’s perspective on our financial condition and results of operations for ten months period ended January 31, 2026 and the financial years ended March 31, 2025, 2024, 2023. One should read the following discussion and analysis of our financial condition and results of operations in conjunction with our section titled "Financial Statements" and the chapter titled "Financial Information" on page 213 of the Red Herring Prospectus. This discussion contains forward-looking statements and reflects our current views with respect to future events and our financial performance and involves numerous risks and uncertainties, including, but not limited to, those described in the section entitled "Risk Factors" on page 28 of this Red Herring Prospectus. Actual results could differ materially from those contained in any forward-looking statements and for further details regarding forward-looking statements, kindly refer the chapter titled "Forward-Looking Statements" on page 20 of this Red Herring Prospectus. Unless otherwise stated, the financial information of our Company used in this section has been derived from the Restated Financial Information. Our financial year ends on March 31 of each year. Accordingly, unless otherwise stated, all references to a particular financial year are to the 12-month period ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to "we", "us" or "our" refers to Value 360 Communications Limited, our Company. Unless otherwise indicated, financial information included herein are based on our Restated Financial Statements for ten months period ended January 31, 2026 and the financial years ended March 31, 2025, 2024, 2023 included in this Red Herring Prospectus beginning on page 213 of this Red Herring Prospectus.

BUSINESS OVERVIEW

Our Company was founded by Kunal Kishore and Gaurav Patra as an unregistered partnership firm in 2007. Subsequently, a new company was incorporated under the Companies Act, 1956 on April 17, 2009, under the name and style of ‘Value 360 Communications Private Limited’, pursuant to a certificate of incorporation dated April 17, 2009 issued by the Assistant Registrar of Companies, National Capital territory of Delhi and Haryana, which took over the business of the partnership firm. Our Company was converted into a public limited company pursuant to a resolution passed by our Board of Directors in its meeting held on December 02, 2024, and by the Shareholders in an extraordinary general meeting held on December 27, 2024 and consequently the name of our Company was changed to ‘Value 360 Communications Limited’ and a fresh certificate of incorporation dated January 29, 2025 was issued by the Registrar of Companies, Central Processing Centre. The corporate identification number of our Company is U22222DL2009PLC189466.

Value 360 Communications’ PR Communications vertical offers a comprehensive suite of strategic communication services, including Investor Relations, Crisis Communication, Reputation Management, Digital PR Solutions, and End-to-End Campaign Management. The vertical helps brands build credibility, manage stakeholder perception, and maintain a strong media presence.

By 2011, the Company expanded its regional footprint with the launch of Value 360 Communications offices in Mumbai and Bangalore, setting the stage for a broader market presence. This period of growth was further accelerated in 2013 with the incorporation of its ‘emerging business’ focused PR arm, Popkorn PR Plus Communication Private Limited, signifying a strategic diversification into building sector expertise and catching up with the startup wave in India. Building on this momentum, the Company made its international foray in 2014 by signing a memorandum of understanding with Lewis to launch Lewis Value 360, thereby reinforcing its commitment to global standards in communications.

In 2019, the evolution continued with a strategic investment by the promoters into Irida Interactive Private Limited (ClanConnect), an innovative influencer marketing platform designed to leverage the power of digital engagement and social influence. Recognizing the potential of influencer marketing early on, V360 Group has consistently capitalized on emerging trends in this space, integrating technology-driven solutions to stay ahead of the market and redefine how brands engage with their audiences. This investment aligned with V360’s strategic approach of backing businesses with a similar profit-margin structure and high-growth potential, leveraging service-based, scalable business models to drive sustained expansion and market leadership.

Following a similar investment thesis as Irida Interactive Private Limited (ClanConnect), in 2023, the promoters of our company developed Hubscribe, an Integrated Content Publishing and Monetization platform for independent creators. This integrated approach positions Hubscribe to capitalize on the rapidly growing Indian digital content market, which is fueled by rising internet penetration, increasing smartphone adoption, and a booming creator economy unlocking new revenue opportunities through subscriptions, brand collaborations, and digital content monetization. In 2024, the Company marked yet another milestone with the launch of Value Bharat, underscoring its commitment to regional expansion and localized market penetration.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST AUDIT PERIOD

In the opinion of the Board of Directors of our Company, since the date of the last audited ten months period ended January 31, 2026, as disclosed in this Red Herring Prospectus, there are no circumstances that materially or adversely affect or are likely to affect the trading or profitability of our Company or the value of its assets or its ability to pay its material liabilities within the remaining months in the financial year 2025-26 and before the filing of RHP except as follows: i) The Board of Directors have decided to get their equity shares listed on Emerge Platform of National Stock Exchange of India Limited and pursuant to Section 62(1)(c) of the Companies Act 2013, by a resolution passed at its meeting held on July 07, 2025, proposed the Issue, subject to the approval of the shareholders and such other authorities as may be necessary.

ii) The shareholders of the Company have, pursuant to Section 62(1)(c) of the Companies Act 2013, by a special resolution passed in the Extraordinary General Meeting held on July 08, 2025, authorized the Initial Public Issue.

iii) The Board of Directors of the Company, at its meeting held on February 04, 2026, has appointed Mr. Atul Sharma as the Chief Executive Officer (CEO) of the Company, in accordance with the applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company.

iv) The Board of Directors of the Company, at its meeting held on November 18, 2025, has taken on record the resignation of Mr. Eshant Arora, a Senior Management Personnel from the Company with effect from October 31, 2025, in accordance with the applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company.

FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business is subjected to various risks and uncertainties, including those discussed in the section titled "Risk Factor" beginning on page 28 of this Red Herring Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following:

Any adverse changes in central or state government policies;

Any qualifications or other observations made by our statutory auditors which may affect our results of operations;

Loss of one or more of our key customers and/or suppliers;

An increase in the productivity and overall efficiency of our competitors;

Our ability to maintain and enhance our brand image;

Changes, if any, in the regulations / regulatory framework / economic policies in India and / or in foreign countries, which affect national & international finance.

Company’s ability to adopt the changing technology in PR and advertising industry;

Company’s results of operations and financial performance;

Significant developments in India’s economic and fiscal policies;

Failure to adapt to the changing needs of industry and in particular PR and advertising industry may adversely affect our business and financial condition;

Volatility in the Indian and global capital market;

SIGNIFICANT ACCOUNTING POLICIES:

For Significant accounting policies please refer "Significant Accounting Policies to the Restated Financial Statements", under Section titled "Financial Information" beginning on page 213 of the Red Herring Prospectus.

SUMMARY OF THE RESULTS OF OPERATION:

The following table sets forth select financial data from restated profit and loss accounts for the ten months ended January 31, 2026 and financial year(s) ended on March 31, 2025, March 31, 2024 and March 2023 and the components of which are also expressed as a percentage of total income for such periods.

( in Lakhs)

Particulars	Ten months ended January 31, 2026	% of Total Revenue	FY25	% of Total Revenue	FY24	% of Total Revenue	FY23	% of Total Revenue
Revenue from Operations	5,471.26	99.34%	5,457.41	99.69%	5,059.24	99.60%	5,114.28	99.61%
Other Income	36.49	0.66%	16.98	0.31%	20.50	0.40%	19.86	0.39%
Total Expenditure	5,507.75	100.00%	5,474.39	100.00%	5,079.73	100.00%	5,134.14	100.00%
Cost of Service	630.10	11.44%	783.06	14.30%	827.59	16.29%	727.47	14.17%
Purchase of Stock- In-Trade	-	-	-	-	-	-	-	-
Changes in Inventories of Finished Goods	-	-	-	-	-	-	-	-
Employee Benefit Expenses	2,525.50	45.85%	2,573.51	47.01%	2,406.36	47.37%	2,496.24	48.62%
Finance Costs	316.13	5.74%	245.13	4.48%	219.21	4.32%	205.62	4.01%
Depreciation and Amortization Expense	92.71	1.68%	102.60	1.87%	82.82	1.63%	19.59	0.38%
Other Expenses	860.89	15.63%	919.05	16.79%	963.19	18.96%	1,322.51	25.76%
Total	4,425.33	80.35%	4,623.36	84.45%	4,499.17	88.57%	4,771.44	92.94%
Profit before Tax and exceptional items	1,082.42	19.65%	851.03	15.55%	580.56	11.43%	362.7	7.06%
Exceptional Items	-	-	-	-	-	-	-	-
Net Profit before Tax	1,082.42	19.65%	851.03	15.55%	580.56	11.43%	362.7	7.06%
Less: Provision for Taxes
Current Tax	337.79	6.13%	285.53	5.22%	187.52	3.69%	253.72	4.94%
Deferred Tax	(17.25)	-0.31%	(13.81)	-0.25%	-19.45	-0.38%	-12.46	-0.24%
Tax Adjustments of earlier Years	-		-	-	-	-	-	-
Net Profit after Tax	761.88	13.83%	579.32	10.58%	412.49	8.12%	121.44	2.37%
Minority Interest	11.21	0.20%	6.04	0.11%	6.59	0.13%	4.14	0.08%
Net Profit after Tax Post Minority Interest	750.67	13.63%	573.28	10.47%	405.9	7.99%	117.3	2.29%

MAIN COMPONENTS OF PROFIT AND LOSS ACCOUNT

Income

Our Total Income comprises of Revenue from core business operations and Other Income.

Revenue from operations

The Revenue from operations consists of revenue from PR Services and Digital ads and content solutions. Our revenue from operations as a percentage of total revenue was 99.34%, 99.69%, 99.60% and 99.61% for ten months ended January 31, 2026, FY 25, FY24 and FY23 respectively.

Other Income

Other Income comprises of Interest Income, Miscellaneous Receipts, Profit on sale of Property, Plant and Equipment and gain on foreign currency fluctuation. Other Income as a percentage of Total Revenue was 0.66%, 0.31%,0.40% and 0.39% for ten months ended January 31, 2026, FY 25, FY24 and FY23 respectively. For ten months ended January 31, 2026 and in FY 25, FY 24 and FY 23 Interest Income, Miscellaneous Receipts and gain on Foreign Currency Fluctuation were the part of the Other Income.

Expenditure

Our Total Expenditure primarily consists of Cost of Service, Employee Benefit expenses, Finance Costs, Depreciation and Amortization and Other Expenses which is 80.35%, 84.45%, 88.57% and 92.94% of total revenue for ten months ended January 31, 2026, FY 25, FY24 and FY23 respectively.

Cost of Service:

Cost of Service is represented by direct service expenses such as Media & Digital Media Expenses, Business Promotion Expenses, Content Writing Expenses, Google Campaign Expenses, Facebook Campaign Expenses, Other Platform Expenses, Influencer Expenses, Press Expenses, VMM Expenses, Website Maintenance Expenses, Language Translation Expenses. Cost of Service form a major part of the Total Expenditure and over the years with 11.44%,14.30%, 16.29% and 14.17% recorded in ten months ended January 31, 2026, FY 25, FY24 and FY23 respectively.

Employee Benefit Expenses:

Employee Benefit expenses is a major part of the total expenses and include Salaries and bonus, Managerial Remuneration, Contribution to provident and other funds, Gratuity and Staff Welfare Expenses. Employee Benefit Expenses as a percentage of Total Revenue was 45.85%, 47.01%, 47.37% and 48.62% for ten months ended January 31, 2026, FY 25, FY24 and FY23 respectively.

Other Expenses:

Other Expenses are consists of indirect Expenses which includes Audit Fees, Power and fuel Expenses, Rent, Repair & Maintenance, Insurance Expenses, Legal & Professional Expenses, Commission Expenses, Hotel Expenses, Travelling & Conveyance Expenses, Telephone, Postage & Courier Expenses, Printing And Stationary Expenses, Computer Running and Maintenance Expenses, Email Subscription Expenses, Miscellaneous Expenses, Bad Debts, Books & Periodicals and Subscription Expenses, Entertainment Expenses, Donation, Vehicle Running & Maintenance Expenses, Digital Media & Business Promotion Expenses, Corporate Social Responsibility Expenses. Other Expenses as a percentage of Total Revenue was 15.63%, 16.79, 18.96% and 25.76% for ten months ended January 31, 2026, FY 25, FY24 and FY23 respectively.

Finance Cost:

Finance Cost includes Interest on Borrowings, Loan Processing Charges, Foreign Currency Fluctuation Expenses and Other

Borrowing Costs. Interest on borrowings has increased from 205.62 Lakhs in FY23 to 316.13 Lakhs in ten months ended January 31, 2026.

Depreciation & Amortization:

Depreciation & Amortization includes Depreciation on Tangible and Intangible assets which has increased from 0.38% of Total Revenue in FY23 to 1.68% of Total Revenue in ten months ended January 31, 2026.

TEN MONTHS ENDED JANUARY 31, 2026

The total revenue was 5507.75 lakhs for ten months ended January 31, 2026.

Revenue from Operations

Revenue from operations contributed 5471.26 lakhs for ten months period ended January 31, 2026 or 99.34% of total revenue for this period. This revenue was primarily driven by two business segments. PR Services contributed 4734.23 lakhs, representing 86.53% of total revenue from operations, while Digital Ads and Content Solutions accounted for 737.03 lakhs, or 13.47% of revenue. The composition highlights the Company’s continued reliance on its core PR services, with digital advertising and content solutions providing a growing supplementary contribution.

Other Income

Other Income contributed 36.49 lakhs for ten months ended January 31, 2026 or 0.66% of total revenue for this. period.

Expenditure Analysis

Total expenditure during the period was 4425.33 lakhs, accounting for 80.35% of total revenue. Key expense categories were as follows:

1. Employee Benefit Expenses

Employee benefit expenses amounted to 2525.50 lakhs, representing 45.85% of total revenue, remaining the company’s largest cost component. This reflects the critical role of skilled personnel in delivering services, engaging clients, and executing campaigns effectively.

2. Cost of Service

Cost of service amounted to 630.10 lakhs, or 11.44% of revenue, and primarily comprises direct expenses related to service delivery, including Media & Digital Media Expenses, Business Promotion Expenses, Content Writing Expenses, Influencer Expenses, Press Expenses, etc. The stable proportion of service costs to revenue reflects effective management of service-related expenditures.

3. Other Expenses

Other expenses amounted to 860.89 lakhs or 15.63% of revenue. This includes administrative, operational, and miscellaneous costs. The Company has managed to keep these under control compared to previous periods.

4. Finance Costs

Finance costs stood at 316.13 lakhs, representing 5.74% of revenue. Finance costs reflect the cost of borrowings; the Company has managed these well within acceptable limits.

5. Depreciation and Amortization

Depreciation expenses were 92.71 lakhs, or 1.68% of revenue. The deprecation during the period remains stable primarily reflecting the Company’s existing asset based at consistent capital structure.

Net Profit Before Tax

Profit before tax (PBT) for the ten months ended January 31, 2026, was 1082.42 lakhs, representing a PBT margin of 19.65% of total revenue. No exceptional items were reported during the period. The improvement in profitability is primarily driven by effective cost management across multiple expense heads.

Taxation

Current Tax provision of 337.79 lakhs has been made, reflecting a normalized effective tax rate. Deferred Tax Liability of (17.25) lakhs has favourably impacted net profit due to temporary timing differences. No adjustments were made for earlier years, indicating that prior period tax provisions are accurate and no additional tax liabilities relating to earlier period are required during the year.

Net Profit After Tax (PAT)

Net profit after tax of 761.88 lakhs, representing a net margin of 13.83% on total revenue of 5507.75 lakhs. This performance reflects the Company’s continued focus on operational efficiency and cost control.

Minority Interest

Minority interest (also referred to as non-controlling interest) of 11.21 lakhs represent the portion of net assets and net profit of our consolidated subsidiaries that is attributable to shareholders other than the Company. It arises where the Company does not own 100% of the equity share capital of its subsidiaries.

Net Profit After Tax Post Minority Interest (PAT)

Net Profit After Tax Post Minority Interest of 750.67 lakhs, representing a net margin of 13.63% on total revenue of 5507.75 lakhs represent the portion of consolidated profit attributable solely to the equity shareholders of the Company, after excluding the share of profit attributable to minority (non-controlling) interests in subsidiaries. This measure provides a more accurate reflection of the Company’s profitability from the perspective of its shareholders.

Other key ratios:

Particulars	For the ten months period ended January 31, 2026
Return on Net worth %	21.57%
Current Ratio (times)	1.47

Return on Net worth

This is defined as Net profit after tax divided by Average Net worth, based on the Restated financial statements.

Current Ratio

This is defined as total current assets divided by total current liabilities, based on the Restated Financial Statements.

10 MONTHS FINANCIAL YEAR 2025-26 COMPARED WITH 10 MONTHS 2024-25

Revenue from Operations

Revenue from operations increased by 1026.72 lakhs or 23.10% from 10MFY25 to 10MFY26 rising from 4444.54 lakhs in 10MFY25 to 5471.26 lakhs in 10MFY26. Operating revenue continued to contribute a consistently high proportion of total revenue, accounting for approximately 99.73% in 10MFY25 and 99.34% in 10MFY26. This reflects a stable and predictable core business model. The marginal improvement in the proportion of operating revenue in 10MFY26 further reinforces the sustainability and quality of earnings.

Other Income

There is an increase of 24.64 lakhs or 207.95% in other income from 11.85 lakhs in 10MFY25 to 36.49 lakhs in 10MFY26.

Other income remained a small and stable component of total revenue, contributing 0.27% in 10MFY25 and 0.66% in 10MFY26. This reflects stable supplementary income sources during 10MFY26.

Total Revenue

The total revenue has increased by 1051.36 lakhs or 23.59%, rising from 4456.39 lakhs in 10MFY25 to 5507.75 lakhs in 10MFY26. The growth was largely driven by an increase in operational income.

Expenditure

Cost of Service

The cost of service decreased by 60.21 lakhs or 8.72%, from 690.31 lakhs in 10MFY25 to 630.10 lakhs in 10MFY26, leading to a decrease in the percentage of total revenue (from 15.49% in 10MFY25 to 11.44% in 10MFY26). This suggests better cost efficiency in service delivery, likely driven by operational optimisation and improved cost controls during the year.

Employee Benefit Expenses

There is an increase of 425.99 lakhs or 20.29% in employee benefit expenses from 2099.51 lakhs in 10MFY25 to 2525.50 lakhs in 10MFY26. However, employee costs as a percentage of total revenue declined marginally from 47.11% in 10MFY25 to 45.85% in 10MFY25. This indicates better cost control in employee-related expenses.

Finance Costs

Finance costs increased by 104.15 lakhs or 49.13% from 211.98 lakhs in 10MFY25 to 316.13 lakhs in 10MFY26. Finance costs as a percentage of total revenue rose marginally from 4.76% in 10MFY25 to 5.74% in 10MFY26, reflecting possibly higher borrowing or interest rates, or additional borrowings to fund operations or expansion.

Depreciation and Amortization Expense

The depreciation expense increased by 11.95 lakhs or 14.80% from 80.76 lakhs in 10MFY25 to 92.71 lakhs in 10MFY26.

However, depreciation expense as a percentage of total revenue decreased from 1.81% in 10MFY25 to 1.68% in 10MFY26. The increase in absolute depreciation indicates the addition of assets which has resulted in a higher expense in 10MFY26.

Other Expenses

Other expenses increased by 184.57 lakhs or 27.29%, from 676.32 lakhs in 10MFY25 to 860.89 lakhs in 10MFY26. As a result, other expenses as a percentage of total revenue increased from 15.18% in 10MFY25 to 15.63% in 10MFY26, reflecting increased spending in line with business expansion and operational requirements.

Profitability

Profit Before Tax (PBT)

The profit before tax improved significantly by 384.91 lakhs or 55.18%, from 697.51 lakhs in 10MFY25 to 1082.42 lakhs in 10MFY26. Consequently, PBT as a percentage of total revenue improved from 15.65% in 10MFY25 to 19.65% in 10MFY26, indicating better cost control, especially in cost of services, and strong operational performance.

Tax Expenses

Current Tax increased by 56.22 lakhs from 281.57 lakhs in 10MFY25 to 337.79 lakhs in 10MFY26, reflects higher taxable profits during the year.

Deferred Tax The deferred tax liability increased by 3.18 lakhs, moving from (14.07) lakhs to (17.25) lakhs, resulting in a lower net tax outgo.

Net Profit After Tax (PAT)

The net profit after tax saw a significant improvement of 331.86 lakhs or 77.17%, rising from 430.02 lakhs in 10MFY25 to

761.88 lakhs in 10MFY26. PAT as a percentage of total revenue improved from 9.65% in 10MFY25 to 13.83% in 10MFY26, primarily driven by higher profitability (PBT), effective cost control, and favourable tax adjustments.

Other key ratios:

	For the Period ended
Particulars	10MFY26	10MFY25
Return on Net worth %	21.57%	18.38%
Current Ratio (times)	1.47	1.51

Return on Net worth

This is defined as Net profit after tax by Average Net worth, based on the Restated summary statements.

Current Ratio

This is defined as total current assets by total current liabilities, based on the Restated Summary Statements.

FINANCIAL YEAR 2024-25 COMPARED WITH 2023-24

Revenue from Operations

Revenue from operations increased by 398.17 lakhs or 7.87% from FY24 to FY25 rising from 5,059.24 lakhs in FY24 to 5,457.41 lakhs in FY25. Operating revenue continued to contribute a consistently high proportion of total revenue, accounting for approximately 99.60% in FY24 and 99.69% in FY25. This reflects a stable and predictable core business model. The marginal improvement in the proportion of operating revenue in FY25 further reinforces the sustainability and quality of earnings.

Other Income

There is a slight decline of 3.52 lakhs or 17.17% in other income from 20.50 lakhs in FY24 to 16.98 lakhs in FY25. Despite the reduction, other income remained a small and stable component of total revenue, contributing 0.40% in FY24 and 0.31% in FY25. This reflects stable supplementary income sources during FY25.

Total Revenue

The total revenue has increased by 394.66 lakhs or 7.77%, rising from 5079.73 lakhs in FY24 to 5474.39 lakhs in FY25. The growth was largely driven by an increase in operational income.

Expenditure

Cost of Service

The cost of service decreased by 44.53 lakhs or 5.38%, from 827.59 lakhs in FY24 to 783.06 lakhs in FY25., leading to a decrease in the percentage of total revenue (from 16.29% in FY24 to 14.30% in FY25). This suggests better cost efficiency in service delivery, likely driven by operational optimisation and improved cost controls during the year.

Employee Benefit Expenses

There is an increase of 167.15 lakhs or 6.95% in employee benefit expenses from 2,406.36 lakhs in FY24 to 2,573.51 lakhs in FY25. However, employee costs as a percentage of total revenue declined marginally from 47.37% in FY24 to 47.01% in FY25. This indicates better cost control in employee-related expenses.

Finance Costs

Finance costs increased by 25.92 lakhs or 11.83% from 219.21 lakhs in FY24 to 245.13 lakhs in FY25. Finance costs as a percentage of total revenue rose marginally from 4.32% in FY24 to 4.48% in FY25, reflecting possibly higher borrowing or interest rates, or additional borrowings to fund operations or expansion.

Depreciation and Amortization Expense

The depreciation expense increased by 19.78 lakhs or 23.88% from 82.82 lakhs in FY24 to 102.60 lakhs in FY25.

Depreciation expense as a percentage of total revenue rose from 1.63% in FY24 to 1.87% in FY25. indicating the addition of assets which has resulted in a higher expense in FY25.

Other Expenses

Other expenses decreased by 44.14 lakhs or 4.58%, from 963.19 lakhs in FY24 to 919.05 lakhs in FY25. As a result, other expenses as a percentage of total revenue decreased from 18.96% in FY24 to 16.79% in FY25, which is a substantial improvement. The reduction in other expenses suggests better cost management and operational efficiencies.

Profitability

Profit Before Tax (PBT)

The profit before tax improved significantly by 270.47 lakhs or 46.59%, from 580.56 lakhs in FY24 to 851.03 lakhs in FY25.

Consequently, PBT as a percentage of total revenue improved from 11.43% in FY24 to 15.55% in FY25, indicating better cost control, especially in other expenses, and strong operational performance.

Tax Expenses

Current Tax increased by 98.01 lakhs from 187.52 lakhs in FY24 to 285.53 lakhs in FY25, reflects higher taxable profits during the year.

Deferred Tax The deferred tax liability decreased by 5.64 lakhs, moving from (19.45) lakhs to (13.81) lakhs, resulting in a higher net tax outgo.

Net Profit After Tax (PAT)

The net profit after tax saw a significant improvement of 166.83 lakhs or 40.44%, rising from 412.49 lakhs in FY24 to 579.32 lakhs in FY25. PAT as a percentage of total revenue improved from 8.12% in FY24 to 10.58% in FY25, primarily driven by higher profitability (PBT), effective cost control, and favourable tax adjustments.

Other key ratios:

	For the Financial Years ended March 31,
Particulars	2025	2024
Return on Net worth %	23.01%	36.32%
Current Ratio (times)	1.52	1.46

Return on Net worth

This is defined as Net profit after tax by Average Net worth, based on the Restated summary statements.

Current Ratio

This is defined as total current assets by total current liabilities, based on the Restated Summary Statements.

FINANCIAL YEAR 2023-24 COMPARED WITH 2022-23

The Total Income for FY2023-24 has marginally decreased by 1.06% from 5,134.14 lakhs for FY 2022-23 to 5,079.73 lakhs for FY 2023-24.

Revenue from Operations

Revenue from operations declined slightly by 55.04 lakhs or 1.08% from 5,114.28 lakhs in FY23 to 5,059.24 lakhs in

FY24. The contribution of operating revenue to total revenue remained stable at around 99.6% 99.61%. This represents a marginal decrease but is still a very close alignment in terms of contribution to total revenue, indicating a stable core business.

Other Income

There is a slight increase of 0.64 lakhs or 3.23% in other income, from 19.86 lakhs in FY23 to 20.50 lakhs in FY24, reflecting stable supplementary income sources during FY24.

Total Revenue

The total revenue has decreased by 54.41 lakhs or 1.06%, from 5,134.14 lakhs in FY23 to 5,079.73 lakhs in FY24, largely driven by a decrease in operational income, though the drop is minor.

Expenditure

Cost of Service

The cost of service increased by 100.12 lakhs or 13.77% from 727.47 lakhs in FY23 to 827.59 lakhs in FY24, leading to an increase in the percentage of total revenue from 14.17% in FY23 to 16.29% in FY24. This suggests higher service-related costs, possibly from inflation or increased operational activities.

Employee Benefit Expenses

There is a reduction of 89.88 lakhs or 3.60% in employee benefit expenses, from 2,496.24 lakhs in FY23 to 2,406.36 lakhs in FY24, with a slight decrease in the percentage of total revenue from 48.62% in FY23 to 47.37% in FY24. This indicates better cost control in employee-related expenses.

Finance Costs

Finance costs increased by 13.59 lakhs or 6.61%, from 205.62 lakhs in FY23 to 219.21 lakhs in FY24. Finance costs as a percentage of total revenue rose slightly from 4.01% to 4.32%, reflecting possibly higher borrowing or interest rates, or additional borrowings to fund operations or expansion.

Depreciation and Amortization Expense

The depreciation expense increased significantly by 63.23 lakhs or 322.70%, from 19.59 lakhs in FY23 to 82.82 lakhs in

FY24, indicating the addition of assets which has resulted in a higher expense in FY24.

Other Expenses

Other expenses decreased by 359.32 lakhs or 27.17%, from 1,322.51 lakhs in FY23 to 963.19 lakhs in FY24. As a percentage of total revenue, they declined from 25.76% to 18.96%, which is a substantial improvement. The reduction in other expenses suggests better cost management and operational efficiencies.

Profitability

Profit Before Tax (PBT)

The profit before tax improved significantly by 217.86 lakhs or 60.07%, from 362.70 lakhs in FY23 to 580.56 lakhs in

FY24. PBT as a percentage of total revenue improved from 7.06% to 11.43%, indicating better cost control, especially in other expenses, and strong operational performance despite a slight decline in revenue.

Tax Expenses

Current Tax: Decreased by 66.19 lakhs, from 253.72 lakhs in FY23 to 187.52 lakhs in FY24. The increased current tax in

FY23 due to certain disallowances made by the tax auditor in expenses in FY23, however in FY24 there were no such disallowances, hence the tax liability decreased even though profit before tax has increased.

Deferred Tax: The deferred tax liability increased by 6.99 lakhs, moving from -12.46 lakhs to ( 19.45) lakhs, indicating unfavourable timing differences or tax adjustments.

Net Profit After Tax (PAT)

FY24: 412.49 lakhs (8.12% of total revenue)

FY23: 121.41 lakhs (2.37% of total revenue)

Analysis:

The net profit after tax saw a significant improvement of 291.05 lakhs or 239.67%, from 121.41 lakhs in FY23 to 412.49 lakhs in FY24. PAT as a percentage of total revenue rose from 2.37% to 8.12%, driven by higher profitability (PBT), effective cost control, and favorable tax adjustments.

Other key ratios:

	For the Financial Years ended March 31,
Particulars	2024	2023
Return on Net worth %	36.32%	16.59%
Current Ratio (times)	1.46	1.78

Return on Net worth

This is defined as Net profit after tax by Average Net worth, based on the Restated summary statements.

Current Ratio

This is defined as total current assets by total current liabilities, based on the Restated Summary Statements.

CASH FLOW

The table below summaries our cash flows from our Restated Financial Information for ten-months period ended January 31, 2026 financial years March 31, 2025, March 31, 2024, March 31, 2023, and March 31, 2022:

				(Rs. in Lakhs)
Particulars	Ten Months Ended January 31, 2026	For the Financial Years ended March 31,
		2025	2024	2023
Net cash (used in)/ Generated from operating activities	134.53	687.45	581.26	181.81
Net cash (used in)/ Generated from investing activities	(1106.95)	(893.65)	(808.19)	(95.53)
Net cash (used in)/ Generated from finance activities	546.66	199.56	163.50	357.07

Cash flow from operating activities:

Ten months ended January 31, 2026

The Net cash (used in)/ Generated from operating activities is 134.53 lakhs which consisted of profit before tax of 1082.42 lakhs as adjusted primarily for:

I. Depreciation and Amortization of non- current Assets of 92.71 lakhs. II. Interest and Finance Charges of 316.13 lakhs for the period III. Interest Income of ( 27.42) lakhs IV. Gratuity & Leave Encashment of ( 9.50) lakhs

V. Working capital changes primarily due to increase in Trade Receivables of ( 1143.43) lakhs, increase in Other Current Assets of ( 198.23) lakhs, increase in Trade Payables 188.57 lakhs and decrease in Other Current Liabilities of ( 4.21) lakhs.

For the year ended 31^st March 2025

The Net cash (used in)/ Generated from operating activities is 687.45 lakhs which consisted of profit before tax of 851.03 lakhs as adjusted primarily for:

I. Depreciation & Amortization of non-current Assets of 102.60 lakhs II. Profit on sale of Property, Plant & Equipment of ( 0.31) lakhs III. Interest and Finance Charges of 245.13 lakhs for the period IV. Interest Income ( 13.60) lakhs V. Gratuity & Leave Encashment of 48.16 lakhs

VI. Working capital changes primarily due to increase in Trade Receivables of ( 358.26) lakhs, decrease in Other Current Assets of 94.62 lakhs, decrease in Trade Payables of 69.73 lakhs and increase in Other Current Liabilities of 198.05 lakhs.

For the year ended 31^st March 2024

The Net cash (used in)/ Generated from operating activities is 581.26 lakhs which consisted of profit before tax of 580.56 lakhs as adjusted primarily for:

I. Depreciation & Amortization of non-current Assets of 82.82 lakhs II. Interest and Finance Charges of 219.21 lakhs for the period III. Interest Income ( 9.85) lakhs IV. Gratuity & Leave Encashment of 44.44 lakhs

V. Working capital changes primarily due to decrease in Trade Receivables of 5.92 lakhs, increase in Other Current Assets of ( 195.44) lakhs, increase in Trade Payables of 56.46 lakhs and increase in Other Current Liabilities of 161.15 lakhs.

For the year ended 31^st March 2023

The Net cash (used in)/ Generated from operating activities is 181.81 lakhs which consisted of profit before tax of

362.70lakhs as adjusted primarily for:

I. Depreciation & Amortization of non-current Assets of 19.59 lakhs. II. Interest and Finance Charges of 205.62 lakhs for the period III. Interest Income ( 13.49) lakhs IV. Gratuity & Leave Encashment of 45.02 lakhs

V. Working capital changes primarily due to increase in Trade Receivables of ( 250.61) lakhs, increase in Other Current Assets of ( 1.14) lakhs, increase in Trade Payables of 33.85 lakhs and decrease in Other Current Liabilities of ( 43.72) lakhs.

Cash flow from Investing Activities:

Ten months ended January 31, 2026

The Company reported a net cash outflow from investing activities of ( 1106.95) lakhs. This significant outflow was primarily on account of purchase of Property Plant and Equipment and Intangible Assets Under Development of ( 63.60) lakhs and ( 758.70) lakhs respectively, increase in Other Non-Current Assets ( 31.57) lakhs, additional of Long-Term Advances amounting to ( 280.50) lakhs and these were marginally offset by receipt of interest received of 27.42 lakhs.

For the year ended March 31, 2025

The Company reported a net cash outflow from investing activities of ( 893.65) lakhs. This significant outflow was primarily on account of purchase of Property Plant and Equipment, Intangible Assets and Intangible Assets Under Development of ( 94.73) lakhs, ( 60.81) lakhs and ( 492.13) lakhs respectively, increase in Other Non-Current Assets ( 6.80) lakhs, additional of Long-Term Advances amounting to ( 18.68) lakhs, increase in non-current investment of ( 234.10) lakhs and these were marginally offset by receipt of interest received of 13.60 lakhs.

For the year ended March 31, 2024

The Company recorded a net cash outflow from investing activities of ( 808.19) lakhs. This was primarily due to the purchase of Property, Plant, and Equipment and Intangible Assets Under Development of ( 254.73) lakhs and ( 416.48) lakhs respectively, increase in Other Non-Current Assets of ( 4.99) lakhs, additional of Long-Term Advances of ( 109.56) lakhs, increase in Non-Current Investment of ( 30.06) lakhs and adjustment of Depreciation of ( 2.21) lakhs. These were marginally offset by interest income of 9.85 lakhs.

For the year ended March 31, 2023

The Company witnessed a net cash outflow of ( 95.53) lakhs from investing activities. This was mainly on account of purchase of Property, Plant, and Equipment of ( 44.67) lakhs, Increase in Other Non-Current Assets i.e., increase in Security Deposits of ( 47.35) lakhs and additional long-term advances of ( 17.00) lakhs, offset to some extent by interest income of 13.49 lakhs.

Cash flow from Financing Activities:

Ten months ended January 31, 2026

The net cash generated from financing activities was 546.66 lakhs, primarily driven by issue of equity share capital of 357 lakhs and availment of short-term borrowings of 350.00 lakhs and long-term borrowings of 248.58 lakhs. However, these were partially offset by Share Issue and IPO related expenses of ( 92.79) lakhs and interest paid of ( 316.13) lakhs.

For the year ended March 31, 2025

The net cash generated from financing activities was 199.56 lakhs, primarily driven by issue of equity share capital of 890.15 lakhs and availment of short-term borrowings amounting to 10.13 lakhs. This was partially offset by repayment of long-term borrowings of ( 373.98) lakhs, Share Issue and IPO related expenses of ( 81.60) lakhs and interest paid of ( 245.13) lakhs.

For the year ended March 31, 2024

The Company recorded net cash inflow from financing activities of 163.50 lakhs. The inflow was mainly on account of short-term borrowings of 297.68 lakhs and long-term borrowings of 85.03 lakhs. However, these were partially offset by interest payments of ( 219.21) lakhs during the year.

For the year ended March 31, 2023

The net cash generated from financing activities stood at 357.07 lakhs. This was primarily attributable to a net availment of long-term borrowings of 551.80 lakhs and short-term borrowings of 10.90 lakhs. Interest payments during the year amounted to ( 205.62) lakhs.

OTHER FACTORS

An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:

1. Unusual or infrequent events or transactions

There has not been any unusual trend on account of our business activity. Except as disclosed in this Red Herring Prospectus, there are no unusual or infrequent events or transactions in our Company.

2. Significant economic changes that materially affected or are likely to affect income from continuing operations.

There are no significant economic changes that may materially affect or likely to affect income from continuing operations.

3. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue, or income from continuing operations.

Apart from the risks as disclosed under Section "Risk Factors" beginning on page 28 of the Red Herring Prospectus, in our opinion there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations.

4. Future changes in relationship between costs and revenues

Other than as described in the sections "Risk Factors", "Our Business" and "Management’s Discussion and Analysis of Financial

Condition and Results of Operations" on pages 28, 154 and 266 respectively, to our knowledge, no future relationship between expenditure and income is expected to have a material adverse impact on our operations and finances.

5. Total turnover of each major industry segment in which our Company operates

We currently operate in the PR services and Digital ads content services. For details on revenue break-up from each segment, kindly refer the chapter titled "Our Business" beginning on Page 154. Relevant industry data, as available, has been included in the section titled "Industry Overview" beginning on page 138 of this Red Herring Prospectus.

6. Status of any publicly announced New Products or Business Segment

Except as disclosed in the Section "Our Business", our Company has not announced any new product or services.

7. Seasonality of business

Our Company’s business is not seasonal in nature.

8. Dependence on single or few customers or suppliers

The revenue of our company is dependent on a few limited numbers of customers.