Xtranet Technologies Ltd Management Discussions

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with our Restated Consolidated Financial Information on page 344.

This Red Herring Prospectus may include forward-looking statements that involve risks and uncertainties, and our actual financial performance may materially vary from the conditions contemplated in such forward-looking statements as a result of various factors, including those described below and elsewhere in this Red Herring Prospectus. For further information, see "Forward-Looking Statements" on page 24. Also read "Risk Factors" and "Significant Factors Affecting our Results of Operations" on pages 26, and 425, respectively, for a discussion of certain factors that may affect our business, financial condition or results of operations.

Our fiscal year ends on March 31 of each year, and references to a particular fiscal year are to the 12 months ended March 31 of that year. All references to a year are to that Fiscal Year, unless otherwise noted. Unless otherwise indicated, the financial information for Fiscal 2026, 2025 and 2024 included in this section has been derived from our Restated Consolidated Financial Information included in this Red Herring Prospectus, which have been derived from our audited Restated Consolidated Financial Statements prepared in accordance with the SEBI ICDR Regulations, the Guidance Note on Reports in Company Prospectuses (Revised 2019), as amended from time to time, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries.

For further information, see "Restated Consolidated Financial Information" on page 344. Unless the context otherwise requires, in this section, references to "we", "us", "our" "our Company" or "the Company" refers to Xtranet Technologies Limited and its subsidiaries on a consolidated basis.

Unless otherwise indicated, the industry-related information contained in this section is derived from a report titled "Research Report on IT/ITeS Industry" dated June 29, 2026, prepared by CARE Analytics and Advisory Private Limited (CareEdge Research), which has been prepared exclusively for the purpose of understanding the industry in connection with the Issue and commissioned and paid for by our Company in connection with the Issue (the "CareEdge Research Report"). The data included herein includes excerpts from the "CareEdge Research

Report" and may have been re-ordered by us for the purposes of presentation. Unless otherwise indicated, all financial, operational, industry and other related information derived from the "CareEdge Research Report" and included herein with respect to any particular year, refers to such information for the relevant calendar year. copy of the "CareEdge Research Report is available on the website of our Company at https://xtranetindia.com/. For further details and risks in relation to commissioned reports, see "Risk Factors This Red Herring Prospectus contains information from third-party industry sources, being Care Edge Report, which have been exclusively commissioned and paid for by our Company solely for the purposes of the Issue" on page 62. Also, see "Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation Industry and market data" on page 21.

OVERVIEW

As per the Care Edge Report, we are an integrated information technology solutions provider delivering end-to-end services including enterprise applications, digital services, managed services, proprietary platforms, and strategic technology partnerships for clients across industries and geographies. Incorporated in 2002 with our registered office in Bhopal, Madhya Pradesh, we have over 24 years of experience in delivering IT services and solutions.

Our core services offerings are enterprise applications, managed services, digital services and proprietary platforms & products. We provide end-to-end enterprise resource planning ("ERP") services across global platforms as well as our proprietary X-ERP system. We also provide IT system integration services that combine hardware, software, and networking components into complete solutions for enterprises and government organizations. We build and manage data centers and command centers for clients. Services include site assessment and preparation for data center, server virtualization and cloud computing setup, 24x7 monitoring and support of IT infrastructure, backup and disaster recovery solutions, and network operations center and security operations center establishment. We also provide application development and maintenance services that focus on designing, deploying, and supporting custom-built enterprise applications for industry-specific requirements. Within this integrated structure, the Synergy low-code Digital Transformation ("Synergy") platform enables process automation and enterprise-scale digital solutions, while XtraTrust a Licensed Certifying Authority (CA) and eSign Service Provider (ESP), authorized to issue and manage Digital Signature Certificates, and to provide Public Key Infrastructure (PKI) based solutions including e-sign, time stamping and authentication services etc., together forming part of our integrated offerings in Digital Transformation and Secure Technology services.

We commenced operations with system integration services, including implementation of Data Networks, IT Security, Smart City IT Infrastructure, deployment of Security Operations Centre (SOC) and Network Operations Centre (NOC) solutions. In 2008, we expanded into application development, in 2012, we also commenced operations in Data Centre services, strengthening our portfolio in IT infrastructure solutions, followed by the introduction of Enterprise Resource Planning (ERP) implementation in 2014. in 2021, we launched Public Key Infrastructure (PKI) and Digital Signature services through our Subsidiary XtraTrust Digisign Private Limited, and in 2022, we introduced business intelligence and analytics solutions through our group company, later turned into subsidiary, XtraSynergy Solutions Private Limited. As per the Care Edge Report, our Company’s commitment to quality is reflected in its certifications, being a CMMI SVC/5 certified organization and holding multiple ISO credentials, including ISO 9001 for Quality Management, ISO 27001 for Information Security Management, ISO 20000 for IT Service Management, and ISO 22301 for Business Continuity Management. These certifications, together with our consolidated business structure, support our operations as an integrated entity providing IT Solutions across industries.

We generate revenue through a combination of fixed-price contracts, time-and-materials arrangements, and recurring service agreements. We service both Government/Public Sector Undertakings (PSUs) and Private Sector clients. A majority of our revenues are currently derived from servicing Government/PSU projects.

For the Fiscal 2026, using consolidated financials, our revenue from operations was 36,528.74 lakhs, According to the Care Edge Report, the Indian IT-ITeS market grew at a CAGR of 9.5% between FY21 to FY26 and is expected to be worth USD 30,828 crore as of FY26 and is expected to grow at a CAGR of 6.9% from FY26 to FY31. This growth may provide opportunities for players including our Company.

For details regarding the overview of the Company, see "Our Business Overview" on page 254.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATION

The results of our operations and our financial conditions are affected by numerous factors and uncertainties, many of which may be beyond our control, including as discussed in "Our Business" and "Risk Factors", beginning on pages 254 and 26, respectively. Set forth below is a discussion of certain factors that we believe may be expected to have a significant effect on our financial condition and results of operations:

We are partially dependent on Government and PSU projects which also impacts our debtor period

As of date, a considerable portion of our revenue comes from projects awarded through competitive bidding processes of Government and PSU clients. Our financial performance is therefore dependent on our ability to pre-qualify, compete, and successfully win such bids. There is no assurance that we will always be able to meet the pre-qualification requirements, particularly for large or multi-location projects, or that our bids, once submitted, will be accepted. Preparing bids require significant time and resources, and in certain cases, we may be required to partner with other companies to participate. Failure to qualify, inability to partner, or rejection of our bids could adversely affect our growth plans and financial results.

Further, payments under these projects are typically contingent upon certificate of completion of work and/or approval of invoices and/or the availability of funds with the authority. In certain instances, we may also face delays associated with collection of receivables from such Government/PSU clients. These dependencies often result in high debtor period. Any delays in certification, payment release, or disputes regarding project execution may adversely affect our working capital position, disrupt cash flows, and impair overall financial stability.

Revenue from operations generated from our Government/PSU clients and other than Government/PSU clients for the Fiscal 2026, Fiscal 2025, and Fiscal 2024 are as follows:

	Fiscal 2026	Fiscal 2025	Fiscal 2024
Particulars	Revenue from operations	As a % of total revenue from operations	Revenue from operations	As a % of total revenue from operations	Revenue from operations	As a % of total revenue from operations
Revenue from Government/PSUs	17,190.54	47.06	16,414.90	59.46	10,790.87	46.32
Direct	7832.85	21.44	4956.57	17.95	4,075.89	17.50
Indirect	9,357.69	25.62	11,458.33	41.50	6,714.98	28.83
Revenue from other than Government/PSU	19,338.20	52.94	11,193.25	40.54	12,503.18	53.68
Direct	19,338.20	52.94	11,193.25	40.54	12,503.18	53.68
Indirect	-	-	-	-	-	-
Total	36,528.74	100.00	27,608.15	100.00	23,294.07	100.00

The projects undertaken for Government/PSU clients are subject to certain restrictions including mandatory inspections by relevant government authorities. While we endeavour to adhere strictly to the terms of contract binding us, if we fail to comply with contractual obligations or any other requirements of the project terms there may be forfeiture of earnest money deposits, or any other legal action as may become applicable under the terms of the projects.

Our Company undertakes projects for both PSU & Government clients and non PSU & Government clients, as detailed below:

1. Enterprise Applications

i. ERP Implementation & Support Service

ii. IT System Integration Services

iii. Data Centres

iv. Application Development

2. Managed Services,

Infrastructure Management and often include supply, installation, and post-implementation Operations & Maintenance (O&M) services. Accordingly, the sale of hardware and related equipment is an integral part of such composite contracts and not a separate line of business.

The company in not involved in hardcore trading of goods and does not sell goods independently. While for the better presentation, we have bifurcated revenue into "goods" and "services". Also, the hardware we purchase is installed directly at project sites and is an integral part of our overall service offering. Consequently, it is not separately discussed in the Our Business chapter, as it forms part of the Company’s overall integrated service offerings.

However, for better understanding, a separate disclosure related to the revenue from sale of good will be provided in the relevant chapter to ensure consistency with the disclosures in the financial statements.

Revenue from operations#

(Rs. In lakhs)

Particulars	For the year ended 31 March 2026	For the year ended 31 March 2025	For the year ended 31 March 2024
Revenue from contracts with customers	13,925.55	10,934.87	13,175.74
a) Revenue from sale of goods*
b) Revenue from sale of services	22,603.19	16,673.28	10,118.33
Total Revenue from Operations	36,528.74	27,608.15	23,294.07

* Consists of servers, hardware security modules and authentication keys, etc.

Note: Revenue from sale of goods is recognised at a point in time and for sale of services is recognised over time.

We further bifurcated Revenue from operations in the following categories

(In lakhs, except for percentages)

	Fiscal 2026	Fiscal 2025	Fiscal 2024
Particulars	Amount	%*	Amount	%*	Amount	%*
Enterprise Applications	12,133.42	33.22	9,722.51	35.22	11,082.55	47.58
Managed services	14,804.38	40.53	10,636.88	38.53	8,680.81	37.26
Digital services	5,817.55	15.93	4,396.86	15.92	1,265.78	5.43
Proprietary platforms & products	3,773.39	10.33	2,851.90	10.33	2,265.53	9.73
Total Consolidated Revenue from Operations	36,528.74	100.00	27,608.15	100.00	23,294.07	100.00

Requirement of bank guarantees and applicability of retention money

As part of our business, we are required to provide Performance Bank Guarantees (PBG) in favor of our clients under respective projects. The PBGs furnished by us usually range from 5% to 10% of contract value. These PBGs are required to be furnished at the beginning of the project and could remain valid up to a period beyond the date of completion of all contractual obligations, including warranty obligations depending upon the terms of the projects. In addition to PBGs, certain contracts also require us to provide a retention deposit, which may extend up to 10% of the project value, and is typically withheld until after the completion of the project or fulfillment of warranty obligations.

If we are unable to maintain required margins or Fixed Deposits to secure the PBGs, we may not be able to continue obtaining new PBGs in sufficient quantities to match our business requirements and this can impact our ability to bid for and enter into new contracts.

The following table outlines the Company’s PBGs as a percentage of revenue from operations, on consolidated basis:

(In lakh, except for percentages)

Period	Revenue from Operations	Amount of PBG	% of PBG to Revenue from Operations
Fiscal Year 2024	23,294.07	710.64	3.05
Fiscal Year 2025	27,608.15	720.74	2.61
Fiscal Year 2026	36,528.74	2,074.65	5.68

We may be unable to fulfil any or all of our obligations due to unforeseen circumstances which may result in delay in receipt and execution of contracts which can result in invocation of PBGs. Although as of date none of the PBGs were invoked, however if any or all the PBGs are invoked in future, it may result in a material adverse effect on our business and financial condition. Also see, "Risk Factor We have contingent liabilities amounting to 4,273.63lakh, 4,219.81lakh and 2,385.95 lakh, representing 31.42%, 44.19% and 61.53% of our Net Worth for Fiscals 2026, 2025, and 2024, respectively and commitments, and our financial condition could be adversely affected if these contingent liabilities or commitments materialize." on page 47.

Recruitment, retention and management of IT professionals and other employees

We may be subject to increased employee costs, which may adversely affect our business and results of operations. As of March 31, 2026, our employee benefits expense comprise payments made to all the personnel on our payroll and engaged in our operations. The table below sets forth our employee benefits expenses, including as a percentage of total expenses, for the periods indicated:

	Fiscal 2026	Fiscal 2025	Fiscal 2024
Particulars	in Lakh	% of total expenses	in Lakh	% of total expenses	in Lakh	% of total expenses
Employees Benefit Expenses	3,012.05	8.23%	2,400.32	10.10%	2,129.04	9.80%

Our success also depends on our ability to recruit, develop and retain qualified and skilled personnel, for all our lines of business. We compete in the market to attract and retain skilled personnel, in areas such as IT engineering, technology, sales, marketing and operations.

As of April 30, 2026, we had 504 full-time employees which includes our Key Managerial Personnel and Senior

Management Personnel. For details, see "Our Business" and "Our Management" on pages 254 and 314, respectively.

The table below provides the attrition rate for our employees, key managerial personnel and senior management for the periods indicated:

Particulars	Fiscal 2026	Fiscal 2025	Fiscal 2024
Number of employees**	488	451	434
Attrition Rate*	14.06%	11.53%	11.03%

*Attrition rate is calculated as number of employees who left during a specific period divided by the average number of employees during that period. **Represents numbers of employees as at the end of the Fiscal.

We envisage to identify, recruit and integrate strategic personnel. High attrition rate could significantly delay or prevent the achievement of our business objectives and affect our succession planning. We may need to invest significant amounts of cash and equity to attract and retain new employees.

Our ability to retain existing customers and acquire new customers

We are an information technology (IT) solutions provider headquartered in Bhopal, Madhya Pradesh. Our service portfolio includes enterprise applications, managed services and digital services apart from our platforms. These services can be further bifurcated into multiple sub-parts such as system integration, ERP implementation, cybersecurity, data centre, etc. For further details see ‘Our Business’ on page 254. While the customer may vary annually, we are heavily dependent on the contribution of our top 10 customers every year. Consequently, our business and financial condition in any given financial year is reliant on our top 10 customers.

Set forth below are certain details regarding revenues derived from our top customer, top five customers and top ten customers for the years indicated:

Customer	Fiscal 2026	Fiscal 2025	Fiscal 2024
	Revenue from operations (In lakh)	As a % of total revenue from operations	Revenue from operations (In lakh)	As a % of total revenue from operations	Revenue from operations (In lakh)	As a % of total revenue from operations
Revenue from our top customer*	8,425.13	23.06	5,787.54	20.96	5,277.65	22.66
Revenue from our top five customers*	22,389.33	61.29	13,595.06	49.24	13,177.71	56.57
Revenue from our top ten customers*	31,677.45	86.72	18,219.01	65.99	17,557.98	75.38

*References to ‘Customer’ are to customers in a particular Fiscal and does not refer to the same customers across all Fiscals.

We focus on maintaining relationship with our customers, and failure or inability to maintain of all or any of our top 10 customers, for any reason (including, due to failure to negotiate acceptable terms, adverse change in the financial condition of such customers for various factors such as possible bankruptcy or liquidation or other financial hardship, merger or decline in sales from such customers, reduced or delayed customer requirements, geopolitical reasons and, or, other work stoppages affecting production by such customers) could have a material adverse impact on our business, results of operations, financial condition and cash flows.

Dependence on our suppliers for various products and services which we provide to our clients

We are dependent on our suppliers for sourcing various products and softwares that form an integral part of our solutions and services. As of March 31, 2026, 60.07% of our purchases from suppliers were from our top three suppliers. The failure of our suppliers to deliver these products and services in the necessary quantities, within the stipulated time, or in adherence to specified quality standards or technical specifications could adversely affect our business and our ability to deliver projects to our clients on time.

We source a wide range of hardware and software products & services from our suppliers such as servers, laptops, desktops, printers, interactive panels, storage hardware, and operating systems, database, antivirus, middleware, etc. Our business is, therefore, dependent on maintaining stable relationships with these suppliers. The share of our top three suppliers as a percentage of our purchases in each of the respective years is set out below:

Particulars	Fiscal 2026	Fiscal 2025	Fiscal 2024
Purchases from top three Supplier (in lakh)	13,407.44	8,773.97	6,566.36
% of purchases from top three Supplier cumulatively	60.07	49.05	38.99

*References to ‘Supplier’ are to suppliers in a particular Fiscal and does not refer to the same suppliers across all Fiscals.

We place purchase orders with suppliers from time to time based on our requirements and prices for products are normally based on the quotes we receive from these suppliers. We do not enter into any long-term contracts with our Suppliers for supply of these products and services. Further, the client acceptance of our products depends on the quality of products delivered by a suppliers. However, this did not cause any delays in the performance obligation on part of the Company, but any failure on part of our suppliers to deliver products in necessary quantities, to adhere to delivery schedules or to meet specified quality standards or technical specifications, could adversely affect our ability to deliver orders on time to our clients. Further, in some contracts the terms of contract specifically provide for a certain OEM. In order to avoid occurrence of any delays, we place orders with our suppliers as soon as an LOI is awarded to us or when we win a bid. This ensures that we have enough time on our hand to conduct multiple quality checks. Additionally, we safeguard our interest by taking product warranties for such period which may extend beyond our project completion timelines.

Focus on technology, quality and the ability to deliver innovative solutions

We are a CMMI Level 5 certified company for process maturity in software development and project execution. We have been accorded with ISO/IEC 20000-1:2018 for IT Service Management System, ISO 22301:2019 for Business Continuity Management System, ISO 14001:2015 for Environmental Management System. Our business and our reputation are linked to our ability to continuously augment our technology solutions and to provide improved quality of our products and service offerings catering to the specific needs of our clients/customers and the ever evolving technological landscape.

Over the years, we have expanded the range of our operations and products. For instance, we expanded into IT system integration services and smart city ICCC projects in 2006. In 2012, we started the data centre operations as part of our service expansion. We have strengthened our proprietary portfolio by introducing X-ERP, Smart Lockers, SeDMS, XtraSupport, and X-Sign.

The growth in the range of our products or services offerings is a direct consequence of constantly honing our technical skill-sets and focusing on developing/adapting newer technology. We constantly seek to keep abreast of the latest technology trend in the IT industry. We will also be required to continuously update our existing systems for which we have decided to spend a portion of our IPO proceeds i.e. Rs. 848.06 lakhs for purchase and installation of systems and hardware.

In addition, rapid and frequent technological changes and market demands can often render existing technologies obsolete and result in requirements for additional expenditures to replace or upgrade / update these technologies. The cost of replacing, updating or implementing new technologies, upgrading our existing technology, or expanding capacity could be significant. Our success will depend on our ability to enhance our existing offerings or develop new solution to meet client needs in a timely manner.

SIGNIFICANT DEVELOPMENTS AFTER MARCH 31, 2026 THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS

There have been no circumstances have arisen since March 31, 2026 that could materially and adversely affect or are likely to affect, our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next 12 months.

BASIS OF PREPARATION OF RESTATED CONSOLIDATED FINANCIAL INFORMATION

The restated consolidated financial statements of our Company comprising the restated consolidated statement of assets and liabilities for the financial years ended March 31, 2026, March 31, 2025 and March 31, 2024, the restated consolidated statement of profit and loss (including other comprehensive income), the restated consolidated statement of changes in equity and the restated consolidated statement of cash flows for the financial years ended March 31, 2026, March 31, 2025 and March 31, 2024, and the summary statement of material accounting policies and explanatory notes to the restated consolidated financial statements of the Company prepared in accordance with the requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013, relevant provisions of the SEBI ICDR Regulations, and the Guidance Note on Reports on Company Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time and included in "Financial Information" (collectively, the "Restated Consolidated Financial Statements")

The Restated Consolidated Financial Statement have been prepared in accordance with the audited Indian

Accounting Standards (referred to as "Ind AS") and as prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India and complied from the Audited Ind AS Financial Statements of the Company as at and for the financial year ended March 31.

TRANSITION FROM INDIAN GAAP TO IND AS FINANCIAL INFORMATION

In pursuance to the SEBI Communication, for the purpose of 2023 Special Purpose Consolidated Ind AS Financial Statements, the transition date is considered as April 1, 2022 which is different from the transition date adopted by the Group at the time of first-time transition to Ind AS (i.e. April 1, 2023) for the purpose of preparation of Statutory Consolidated Ind AS Financial Statements as required under the Act. Accordingly, the Group have applied the same accounting policy and accounting policy choices (both mandatory exemptions and optional exemptions availed as per Ind AS 101, as applicable) as on April 01, 2022 for the 2023 Special Purpose Consolidated Ind AS Financial Statements, as initially adopted on transition date i.e. April 1, 2023.

Special Purpose Consolidated Ind AS Financial Statements have been prepared solely for the purpose of preparation of Restated Consolidated Financial Information for inclusion in DRHP in relation to the proposed IPO, which requires financial statements of all the periods included, to be presented under Ind AS. As such, Special Purpose Consolidated Ind AS Financial Statements are not suitable for any other purpose other than for the purpose of preparation of Restated Consolidated Financial Statement.

Further, since the statutory date of transition to Ind AS is April 1, 2023, and that the 2023 Special Purpose Consolidated Ind AS Financial Statements have been prepared considering a transition date of April 1, 2022, the closing balances of items included in the Balance Sheet as at March 31, 2023 may be different from the balances considered on the statutory date of transition to Ind AS on April 1, 2023, due to such early application of Ind AS principles with effect from April 1, 2022 as compared to the date of statutory transition. Refer Note 45A to the Restated Consolidated Financial Information for reconciliation of equity and total comprehensive income as per the Restated Consolidated Financial Information and Statutory Consolidated Indian GAAP Financial Statements as at and for the years ended March 31, 2026, March 31, 2025 and March 31, 2024 and for the reconciliation of total equity as on March 31, 2026, March 31, 2025 and March 31, 2024 as per Restated Consolidated Financial Information.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND KEY ACCOUNTING ESTIMATES AND JUDGMENTS

Notes to the Restated Consolidated Financial Information

1.7. Company overview

M/s Xtranet Technologies Limited ("the Parent Company"/"Issuer") was incorporated on 29th January 2002 in India under the provisions of the Companies Act, 1956. The Group is engaged in the business of providing services in ITeS including software development and data management, issuing Digital Signatures, BPO and KPO services. The Company has three subsidiaries Xtranet BPO Private Limited, Xtratrust Digisign Private Limited and Xtrasynergy Solutions Private Limited in India. The Company also has one Associate Extranet Technology Solutions LLC in Dubai.

The registered office is located at Z 24, Zone I, M.P.Nagar, Bhopal, Madhya Pradesh 462011.

The Company and its subsidiaries are engaged in the business of Providing ITeS services. Further, Xtranet BPO Private Limited a subsidiary incorporated on 25th November 2011 is also engaged in the business of BPO and KPO. Xtratrust Digisign Private Limited another subsidiary incorporated on 12th November 2020 is also engaged in the business of issuing Digital Signatures. Xtrasynergy Solutions Private Limited another subsidiary incorporated on 07th September 2021 is also engaged in the business of software development and data management.

These Restated Consolidated Financial Information comprises the restated standalone financial information of Xtranet Technologies Limited and its subsidiaries (collectively referred to as "the Group") for the year ended 31 March, 2026, 31 March, 2025 and 31 March, 2024.

1.8. Basis of preparation

Basis of preparation and presentation

The Restated Consolidated Financial Information of the Group consists of the Restated Consolidated Statements of Assets and Liabilities as at March 31, 2026, 31 March, 2025 and 31 March, 2024, the Restated Consolidated Statements of Profit and Loss (including Other Comprehensive Income), the Restated Consolidated Statements of Cash Flows and the Restated Consolidated Statements of Changes in Equity for the years ended March 31, 2026, 31 March, 2025 and 31 March, 2024 and the Summary of Significant

Accounting Policies and explanatory notes (collectively, the ‘Restated Consolidated Financial Information’).

These Restated Consolidated Financial Information have been prepared by the Management of the Group for the purpose of inclusion in the Red Herring Prospectus (the "RHP") prepared by the Company in connection with its proposed Initial Public Offer ("IPO") to be filed by the Company with the Securities and

Exchange Board of India (SEBI). The Restated Consolidated Financial Information have been prepared by the Company in terms of the requirements of:

d) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended ("the Act");

e) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "ICDR Regulations"); and

f) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of

Chartered Accountants of India (ICAI), as amended (the "Guidance Note") read with the general directions dated October 28, 2021 received from Securities and Exchange Board of India (SEBI) by the

Company through the Book Running Lead Managers (the "SEBI Communications"), as applicable.

In accordance with the notification dated February 16, 2015, issued by Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards notified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS") with effect from April 01, 2024. Accordingly, the transition date for adoption of Ind AS is April 1, 2023 for reporting under requirements of the Act.

These Restated Consolidated Financial Information have been compiled by the Management from:

d) the audited consolidated Ind AS financial statements of the Group as at and for the year ended March 31, 2026 (along with comparative audited consolidated Ind AS financial statements as at and for the year ended March 31, 2025) prepared in accordance with the Ind AS as prescribed under Section 133 of the Act read with relevant rules thereunder and the other accounting principles generally accepted in India (the "Consolidated Ind AS Financial Statements"), which have been approved by the Board of Directors at their meeting held on June 17, 2026. e) the audited consolidated Ind AS financial statements of the Group as at and for the year ended March 31, 2025 (along with comparative audited consolidated Ind AS financial statements as at and for the year ended March 31, 2024) prepared in accordance with the Ind AS as prescribed under Section 133 of the Act read with relevant rules thereunder and the other accounting principles generally accepted in India (the "Consolidated Ind AS Financial Statements"), which have been approved by the Board of Directors at their meeting held on August 27, 2025. The comparative information as at and for the year ended March 31, 2024 included in the Consolidated Ind AS Financial Statements have been prepared by making Ind AS adjustments to the audited consolidated financial statements of the Group as at and for the year ended March 31, 2024, prepared in accordance with the accounting standards notified under section 133 of the Act ("Indian GAAP") (the "2024 Statutory Consolidated Indian GAAP Financial Statements"), which have been approved by the Board of Directors at their meeting held on September 23, 2024.

f) The audited special purpose consolidated Ind AS financial statements of the Group as at and for the year ended March 31, 2024 (the "2024 Special Purpose Consolidated Ind AS Financial Statements") prepared in accordance with accounting principles stated in Ind AS and accounting policies mentioned in subsequent paragraphs, which have been approved by the Board of Directors at their meeting held on September 08, 2025.

The 2024 Special Purpose Consolidated Ind AS Financial Statements have been prepared by making Ind AS adjustments as mentioned below, to the audited consolidated financial statements of the Group as at and for the year ended March 31, 2024, prepared in accordance with the Indian GAAP, which have been approved by the Board of Directors at their meeting held on September 23, 2023 (the "2024 Statutory Consolidated Indian GAAP Financial Statements").

In pursuance to the SEBI Communication, for the purpose of 2024 Special Purpose Consolidated Ind AS Financial Statements, the transition date is considered as April 1, 2023 which is same as the transition date adopted by the Group at the time of first-time transition to Ind AS (i.e. April 1, 2023) for the purpose of preparation of Statutory Consolidated Ind AS Financial Statements as required under the Act. Accordingly, the Group have applied the same accounting policy and accounting policy choices (both mandatory exemptions and optional exemptions availed as per Ind AS 101, as applicable) as on April 01, 2023 for the 2024 Special Purpose Consolidated Ind AS Financial Statements, as initially adopted on transition date i.e. April 1, 2023.

As such, Special Purpose Consolidated Ind AS Financial Statements are prepared considering the accounting principles stated in Ind AS, as adopted by the Group and described in subsequent paragraphs.

Special Purpose Consolidated Ind AS Financial Statements have been prepared solely for the purpose of preparation of Restated Consolidated Financial Information for inclusion in RHP in relation to the proposed IPO, which requires financial statements of all the periods included, to be presented under Ind AS. As such, Special Purpose Consolidated Ind AS Financial Statements are not suitable for any other purpose other than for the purpose of preparation of Restated Consolidated Financial Information and are also not financial statements prepared pursuant to any requirements under section 129 of the Act.

The accounting policies have been consistently applied by the Company in preparation of the Restated Consolidated Financial Information and are consistent with those adopted in the preparation of financial statements for the year ended March 31, 2026.

These Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of board meeting for adoption of the audited Consolidated Ind AS Financial Statements, Special Purpose Consolidated Ind AS Financial Statements and Statutory Indian GAAP Financial Statements as at and for the year ended March 31, 2024 mentioned above.

The Restated Consolidated Financial Information:

c. have been prepared after incorporating adjustments for the changes in accounting policies material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2026, 2025 and 2024, to reflect the same accounting treatment as per the accounting policy and grouping/classifications followed as at and for the year ended March 31, 2026, as applicable; d. do not require any adjustment for modification as there is no modification in the underlying audit reports on 2024 Special Purpose Consolidated Ind AS Financial Statement referred in preceding paragraphs.

The Restated Consolidated Financial Information do not require any adjustment for matters giving rise to following emphasis of matter paragraphs in the underlying audit reports on Special Purpose Consolidated Financial Statement:

ii. The auditor’s report dated September 08, 2025 on the 2024 Special Purpose Ind AS Consolidated Financial Statements as at and for the year ended March 31, 2024 includes the following emphasis of matter paragraph:

Emphasis of Matter:

"Basis of preparation and restriction on distribution and use

We draw attention to Note 1.2 to the 2024 Special Purpose Consolidated Ind AS Financial Statements, which describes the purpose and basis of preparation. The 2024 Special Purpose Consolidated Ind AS Financial Statements have been prepared by the Company solely for the purpose of preparation of the restated consolidated financial information in relation to the proposed initial public offering of the Company and to comply with the SEBI Communication. As a result, the 2024 Special Purpose Consolidated Ind AS Financial Statements may not be suitable for any another purpose. The 2024 Special Purpose Consolidated Ind AS Financial Statements cannot be referred to or distributed or included in any offering document or used for any other purpose except with our prior consent in writing.

Our report is intended solely for the purpose of preparation of the restated consolidated financial information and to comply with SEBI Communication and is not to be used, referred to or distributed for any other purpose without our prior written consent.

Our opinion is not modified in respect of this matter."

The Restated Consolidated Financial Information are presented in Indian Rupees "INR" or "Rs." and all values are stated as INR or Rs. lakhs, except when otherwise indicated.

These Restated Consolidated Financial Information have been approved by the Board of Directors of the Company on September 08, 2025.

1.8.1. Statement of compliance

The restated consolidated financial information of the Group have been prepared in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Companies Act, 2013

("the Act") read with the Companies (Indian Accounting Standards) ("Ind AS"), Rules, 2015 as amended from time to time.

1.8.2. Functional currency and presentation currency

The restated consolidated financial information is presented in ‘Indian Rupees’ (INR), which is the currency of the primary economic environment in which the Parent Company and all Indian subsidiaries’ operations (the functional currency). The functional currency of the associate in Dubai is United Arab Emirates Dirham (AED).

The financial information has been prepared on the historical cost basis, at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

1.8.3. All financial information has been rounded off to the nearest Lakhs, up to 2 decimal places except as otherwise indicated.

1.8.4. Recent accounting pronouncements

Amendments effective for the annual reporting periods beginning on or after 1 April 2026:

The recent amendments to Ind AS 1 have removed the carve-out from IFRS Accounting Standards which allowed entities to classify liabilities as non-current on account of breach of material provision for which the lender has agreed to waive the breach after the end of the reporting period but before the approval of the financial statements for issue. The amendment should be applied retrospectively in accordance with the principles of Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors.

These amendments are not expected to have a material impact on the Group in the current or future reporting periods and on the foreseeable future transactions.

1.9. Key sources of estimation uncertainty and critical accounting judgements

The preparation of the restated consolidated financial information in conformity with Ind AS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on a periodic basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The following are the significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognised in the financial information:

l. Control:

The restated consolidated financial information incorporates the financial information of the Holding Company and entities controlled by the Holding Company. Control is achieved when the Company has power over the investee is exposed, or has rights, to variable returns from its involvement with the investee; and has the ability to use its power to affect its return

The Company reassesses whether or not it controls an investee, if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including the size of the Company’s holding of voting rights relative to the size and dispersion of holding of the other vote holders potential voting rights held by the Company, other vote holders or other parties, if any; rights arising from other contractual arrangements; and any additional facts and circumstances that demonstrate that the Company has, the current ability to direct the relevant activities at the time the decisions need to be made, including voting patterns at shareholders’ meetings and Board meetings.

m. Income taxes

Significant judgments are involved in determining provision for income taxes, including the amount expected to be paid or recovered in connection with uncertain tax positions. The ultimate realisation of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers the scheduled reversals of deferred tax liabilities and the projected future taxable income in making this assessment. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred income tax assets are deductible, management believes that the Group will realize the benefits of those deductible differences. The amount of the deferred income tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced.

n. Measurement of defined benefit obligations:

The determination of the Group’s defined benefit obligation depends on certain assumptions, which include selection of the discount rate. The discount rate is set by reference to government bonds. Significant assumptions are required to be made when setting the criteria for bonds to be included in the population from which the yield curve is derived. The most significant criteria considered for the selection of bonds include the issue size of the corporate bonds, quality of the bonds and the identification of outliers which are excluded. These assumptions are considered to be a key source of estimation uncertainty as relatively small changes in the assumptions used may have a significant effect on the Group’s consolidated financial Information within the next year. Further Information on the carrying amounts of the Group’s defined benefit obligation sensitivity of those amounts to changes in discount rate are provided in note 28.

o. Useful lives of Property, plant and equipment and intangible assets:

The cost of property, plant and equipment is depreciated over the estimated useful life, which is based on the technical evaluation made by the Group considering various factors including expected usage of the asset, expected physical wear and tear, the repair and maintenance program and technological obsolescence arising from changes and the residual value.

p. Impairment of Investments:

Determine whether the investments are impaired requires an estimate in the value in use. In considering the value in use, the management have anticipated the future cash flows, discount rates and other factors of the underlying companies. Any subsequent changes to the cash flow could impact the carrying amount of the investments.

q. Inventory Obsolescence:

Inventories are measured at the lower of cost and the net realizable value (net of price protection rebates). Adjustments to reduce the cost of inventory to its realisable value, if required, are made at the product level. Factors influencing these adjustments include changes in demand, rapid technological changes, product life cycle, product pricing, physical deterioration and other issues. Revisions to these adjustments would be required if these factors differ from the estimates.

r. Revenue recognition:

The Group has assessed its revenue arrangements based on substance of the transaction and business model against specific criteria to determine if it is acting as principal or agent.

s. Other estimates:

Non-financial assets are tested for impairment by determining the recoverable amount. Determination of recoverable amount is based on value in use, which is present value of future cash flows. The key inputs used in the present value calculations include the expected future growth in operating revenues and margins in the forecast period, long-term growth rates and discount rates.

t. Impairment of property plant and equipment:

Determining whether the property, plant and equipment are impaired requires an estimate in the value in use of cash generating units. It requires to estimate the future cash flows expected to arise from the cash generating units and a suitable discount rate in order to calculate present value. When the actual cash flows are less than expected, a material impairment loss may arise.

u. Provisions, liabilities and contingencies:

Provisions and liabilities are recognized in the period when it becomes probable that there will be a future outflow of funds resulting from past events that can reasonably be estimated. The timing of recognition requires application of judgement to existing facts and circumstances which may be subject to change.

In the normal course of business, contingent liabilities may arise from litigation and other claims against the Group. Potential liabilities that are possible but not probable of an outflow of resources embodying economic benefits are treated as contingent liabilities. Such liabilities are disclosed in the notes but are not recognized.

v. Fair value measurements:

Some of the Group’s assets and liabilities are measured at fair value for financial reporting purposes.

In estimating the fair value of an asset or a liability, the Group uses market-observable data to the extent it is available. Management analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Group’s accounting policies. For this analysis, the management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

1.10. The following are the list of subsidiaries of the Company that are consolidated:

			Ownership %	Ownership %	Ownership %
Name of the Company	Principal business activity	Country of Incorporation	As on March 31, 2026	As on March 31, 2025	As on March 31, 2024
Xtranet BPO Private Limited	BPO, KPO and ITeS services	India	90.24%	62.36%	62.36%
Xtratrust Digisign Private Limited	Issuing Digital Signatures and ITeS services	India	95.00%	75.00%	75.00%
Xtrasynergy Solutions Private Limited	ITeS services including software development and data management	India	51.00%	51.00%	-

1.11. Summary of significant accounting policies

XXVIII. Basis of Consolidation:

The restated consolidated financial information encompasses the restated standalone financial information of the Holding Company and its subsidiaries for the years ended 31 March, 2026, 31 March, 2025 and 31 March, 2024. This restated consolidated financial information has been prepared in accordance with Ind AS 110, Consolidated Financial Statements.

Consolidation of a subsidiary begins when the Holding Company obtains control over the subsidiary and ceases when the Holding Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the Consolidated Statement of Profit and Loss from the date the Holding Company gains control until the date the Holding Company ceases to control the subsidiary.

Changes in the Company’s ownership interests in subsidiaries that do not result in the Holding

Company losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Holding Company interests and the Non-Controlling Interests (NCI) are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the NCI are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to shareholders of the Company.

When the Holding Company loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related NCI and other components of equity. Any interest retained in the former subsidiary is measured at fair value at the date the control is lost. Any resulting gain or loss is recognised in statement of profit and loss.

The financial Information of the Holding Company and all its subsidiaries used in preparing this restated consolidated financial information are drawn up to the same reporting date as that of the Holding Company i.e. 31 March, 2026. These have been consolidated based on restated standalone financial Information. Necessary adjustments have been made, for the effects of significant transactions and other events between the reporting dates of restated standalone financial information and this restated consolidated financial information. The details of the financial information used in preparing this restated consolidated financial information are as follows:

Restated Standalone financial information of Xtranet Technologies Limited, Xtranet BPO Private Limited, Xtratrust Digisign Private Limited and Xtrasynergy Solutions Private Limited are prepared in accordance with Ind AS.

The restated consolidated financial information has been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented in the same manner as the Holding Company’s separate financial information.

The financial information of the Holding Company and its subsidiaries has been combined on a line by-line basis in respect of assets, liabilities, income and expenses. All intra-group assets and liabilities, equity, income, expenses, and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

The excess of cost (including remeasurement to fair value of step-acquisition) to the Group of its investments in the subsidiary company, at the dates on which the investments in the subsidiary companies, is recognised as Goodwill being an asset in the restated consolidated financial information and is tested for impairment on periodically basis. On the other hand, where the share of equity in the subsidiary companies as on the date of investment is in excess of cost of investments of the Group, it is recognised as Capital Reserve and shown under the head Reserves & Surplus, in the restated consolidated financial information. The Goodwill/Capital Reserve is determined separately for each subsidiary company and such amounts are not set off between different entities. Goodwill arising on consolidation is not amortised but tested for impairment

Non-controlling interest in the net assets of the consolidated subsidiary consist of the amount of equity attributable to the minority shareholders at the date on which investments in the subsidiary companies were made and further movements in their share in the equity, subsequent to the dates of investments. Net profit/loss for the year of the subsidiaries attributable to non-controlling interest is identified and adjusted against the profit after tax of the Group in order to arrive at the income attributable to shareholders of the Holding Company.

XXIX. Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Company, liabilities incurred by the Company to the former owners of the acquiree and the equity interests issued by the Company in exchange for control of the acquiree. Acquisition-related costs are generally recognised in statement of profit and loss as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except that deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with Ind AS 12 ‘Income Taxes’ ("Ind AS 12") and Ind AS 19 ‘Employee Benefits’ ("Ind AS 19") respectively. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

In case of a bargain purchase, before recognizing a gain in respect thereof, the Company determines where there exists clear evidence of the underlying reasons for classifying the business combination as a bargain purchase. Thereafter, the Company reassesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and recognises any additional assets or liabilities that are identified in that reassessment. The Company then reviews the procedures used to measure the amounts that Ind AS requires for the purposes of calculating the bargain purchase. If the gain remains after this reassessment and review, the Company recognizes it in other comprehensive income and accumulates the same in equity as capital reserve. If there does not exist clear evidence of the underlying reasons for classifying the business combination as a bargain purchase, the Company recognizes the gain, after reassessing and reviewing (as described above), directly in equity as capital reserve.

When a business combination is achieved in stages, the Company’s previously held equity interest in the acquiree is remeasured to its acquisition-date fair value and the resulting gain or loss, if any, is recognised in statement of profit and loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to statement of profit and loss where such treatment would be appropriate if that interest were disposed off.

Contingent liabilities acquired in a business combination are initially measured at fair value at the acquisition date. At the end of subsequent reporting periods, such contingent liabilities are measured at the higher of the amount that would be recognised in accordance with Ind AS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’ ("Ind AS 37") and the amount initially recognised less cumulative amortisation recognised in accordance with Ind AS 115 ‘Revenue’ ("Ind AS 115").

XXX. Property, plant and equipment

Property, plant and equipment except capital work-in progress is stated at cost, net of accumulated depreciation and impairment losses, if any. Capital work-in-progress is stated at cost less any recognised impairment loss. The cost of property, plant & equipment comprises its purchase price net of any trade discounts and rebates, any import duties and other taxes (other than those subsequently recoverable from the tax authorities), any directly attributable expenditure on making the asset ready for its intended use, other incidental expenses and interest on borrowings attributable to acquisition of qualifying property, plant & equipment up to the date the asset is ready for its intended use. The cost of an item of Property, plant & equipment is recognised as an asset if, and only if, it is probable that the economic benefits associated with the item will flow to the Group in future periods and the cost of the item can be measured reliably. Expenditure incurred after the Property Plant and Equipment have been put into operations, such as repairs and maintenance expenses are charged to the statement of profit and loss during the period in which they are incurred.

The subsequent cost incurred by an entity for improvement of Property, plant & equipment is added to the carrying value of the item of Property, plant & equipment and for the items replacing existing Property, plant & equipment, an entity recognises in the carrying amount of an item of Property, plant & equipment, the cost of replacing part of such an item when that cost is incurred if the recognition criteria are met. The carrying amount of those parts that are replaced is derecognised in accordance with the derecognition provisions.

An item of Property, plant & equipment is de-recognised upon disposal or when no future economic benefits are expected to arise from the continued use of the assets. Any gain or loss arising on the disposal or retirement of an item of Property, plant & equipment, is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the statement of Profit and Loss.

Depreciation on Property, plant and equipment

Depreciable amount of Property, plant and equipment is the cost of an asset less its estimated residual value.

Property, plant and equipment is depreciated on the Straight-Line method as per the useful life prescribed in Schedule II to the Companies Act, 2013 or useful life of the assets has been assessed as under based on technical advice, taking into account the nature of the asset, the estimated usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes, manufacturers warranties and maintenance support, etc.

Asset Type	Useful Life Estimated by the management (in years)
Computer and Peripherals	6
Electrical Equipment	10
Office Equipment	5
Furniture and Fixtures	10
Vehicle	8
Leasehold Land	99

XXXI. Intangible assets and amortisation of intangible assets:

vi. Intangible assets are initially measured at cost. Such intangible assets are subsequently measured at cost less accumulated amortization and impairment losses, if any.

The intangible assets, that are not yet ready for their intended use are carried at cost and are reflected under intangible assets under development. Direct costs associated in developing the intangible assets are capitalized when the following criteria are met, otherwise, it is recognised in statement of profit and loss as incurred. it is technically feasible to complete the intangible asset so that it will be available for use, management intends to complete the intangible asset and put it to use, there is ability to use the intangible asset, there is an identifiable asset that will generate expected future economic benefits and there is an ability to measure reliably the expenditure attributable to the intangible asset during its development. vii. Intangible assets are amortized on Straight-Line basis over the useful life prescribed in Schedule

II to the Companies Act, 2013 or technical estimate made by the Group Company, whichever is lower. The useful lives of intangible assets (computer software) is 7 years. viii. The estimated useful life of the intangible assets is reviewed at the end of each financial year and the amortization method is revised to reflect the changed pattern, if any. ix. Research costs are expensed as incurred. Software product development costs are expensed as incurred unless technical and commercial feasibility of the project is demonstrated, future economic benefits are probable, the Group has an intention and ability to complete and use or sell the software and the costs can be measured reliably. The costs which can be capitalized include the cost of material, direct labour, overhead costs that are directly attributable to preparing the asset for its intended use. x. An intangible asset is de-recognized on disposal or when no future economic benefits are expected from its use. Gains or losses arising from de-recognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the assets are recognized in the statement of profit and loss when the asset is de-recognized.

XXXII. Impairment of property, plant and equipment, and intangible assets

The Group assesses at each reporting date as to whether there is any indication that any Property, Plant and Equipment and Intangible Assets may be impaired. If any such indication exists, the recoverable amount of an asset is estimated to determine the extent of impairment, if any. An impairment loss is recognised in the Statement of Profit and Loss to the extent, asset’s carrying amount exceeds its recoverable amount. The recoverable amount is higher of an asset’s fair value less cost of disposal and value in use. Value in use is based on the estimated future cash flows, discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and risk specific to the assets. The impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.

XXXIII. Goodwill

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any.

For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash generating units (CGU) or groups of cash-generating units that are expected to benefit from the synergies of the combination.

A CGU to which goodwill has been allocated is tested for impairment annually, or more frequently when there is indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit on a pro-rata basis based on the carrying amount of each asset in the CGU.

XXXIV. Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

As a lessee

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property, plant and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the Group’s incremental borrowing rate.

The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources that reflects the terms of the lease and type of the asset leased.

Lease payments included in the measurement of the lease liability comprise the following:

fixed payments, including in-substance fixed payments;

variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date; amounts expected to be payable under a residual value guarantee; and the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in substance fixed lease payment.

When the lease liability is re-measured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in statement of profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

The Group presents right-of-use assets and lease liabilities separately on the face of the Restated Consolidated Statement of Assets and Liabilities.

Short-term leases

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

XXXV. Inventories

Inventories are stated at the lower of cost and net realisable value. Costs of inventories are determined on a first-in-first-out basis. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale. The cost includes cost of purchase and other costs incurred in bringing the inventories to their present location and condition.

XXXVI. Foreign currency transactions

iii. In preparing the restated consolidated financial information of the Group, transactions in foreign currencies, other than the Group’s functional currency, are recognised at the rate of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated at the rate prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences on monetary items are recognised in the restated consolidated statement of profit and loss in the period in which these arise, as appropriate.

The restated consolidated financial information is presented in Indian Rupees, which is the functional currency of the Holding Company and the currency of the primary economic environment in which the Company operates, and all values are rounded to the nearest Lakhs, up to 2 decimal places except as otherwise indicated.

iv. Foreign Operations

For the purpose of presenting restated consolidated financial information, the assets and liabilities of the Group’s foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in a foreign exchange translation reserve (attributed to non-controlling interests as appropriate).

On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in a foreign exchange translation reserve in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income.

XXXVII. Revenue recognition

Revenue with contracts with customers/ Income from services:

The Group recognizes revenue when (or as) a performance obligation is satisfied, i.e. when ‘control’ of the goods or services underlying the particular performance obligation is transferred to the customer.

Revenue from sale of products or services is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration expected to be received in exchange for those products or services.

Revenue from services is recognised over period of time and in the accounting period in which the services are rendered.

Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, price concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers.

Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes and duty.

Revenues from customer contracts are considered for recognition and measurement when the contract has been approved by the parties, in writing, to the contract, the parties to the contract are committed to perform their respective obligations under the contract, and the contract is legally enforceable. When there is uncertainty as to collectability, revenue recognition is postponed until such uncertainty is resolved.

The Group recognises revenue on completion of its performance obligations at the fixed transaction prices specified in the underlying contracts or orders. Variable consideration, including discounts, rebates, incentives and penalties, is estimated at contract inception and included in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. Where the contract or order includes more than one performance obligation, the transaction price is allocated to each obligation based on their stand-alone selling prices. These are separately listed as individual items within the contract or order. The primary areas of judgement for revenue recognition as principal versus agent are set out under critical estimates and judgements section and described further below for each revenue category. Revenue is only recognised to the extent that it is highly probable that significant reversal will not occur. Transaction price excludes taxes and duties collected on behalf of the government. The Group generally does not have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the group does not adjust any of the transaction prices for the time value of money.

Hardware

The Group’s activities under this revenue stream comprise the sale of hardware items consisting of servers, hardware security modules and authentication keys. For hardware sales, the Group acts as principal, as it assumes primary responsibility for fulfilling the promise to provide the goods and for their acceptability, is exposed to inventory risk during the delivery period and has discretion in establishing the selling price. Revenue is recognised at the gross amount receivable from the customer for the hardware provided and on a point-in-time basis when delivered to the customer.

Software and Allied Support

The Group’s performance obligation is to fulfil customers’ requirements through the procurement of appropriate software products from relevant vendors. The Group invoices, and receives payment from, the customer itself. Whilst the transaction price is set by the Group at the amount specified in its contract/order with the customer, the software licensing agreement is between the vendor and the customer. The vendor is responsible for issuing the licences and activation keys, for the software’s functionality, and for fulfilling the promise to provide the licences to the customer. Therefore, the Group acts as an agent and recognizes revenue on a net basis. The Group recognises such software sales revenue on a point-in-time basis once it has satisfied its performance obligations.

Revenue from professional/technical services and renewal of service packs is recorded on a net basis as the level of inventory risk, to which the Group is exposed to, in these arrangements is negligible. The Group recognises such services revenue on a point-in-time basis once it has satisfied its performance obligations.

IT enabled Services

The Group’s activities under this revenue stream comprises of revenue from support and maintenance contracts towards infrastructure managed services and annual services contracts.

Revenue is recognised when it transfers control over a service to the customer. Amount received towards services are reported as advances from customers until all the conditions for revenue recognition are met.

The Group acts as a principal, as it assumes primary responsibility for fulfilling the promise to provide the services and has discretion in establishing the service fees. Revenue is recognised at the gross amount receivable from the customer for the services provided over the period of the underlying contracts.

Contract assets

A contract asset is the right to consideration in exchange for services transferred to the customer. If the Group performs by transferring services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional. Contract assets are transferred to receivables when the rights become unconditional and contract liabilities are recognized as and when the performance obligation is satisfied. Contract assets are subject to impairment assessment.

Trade receivables

A receivable is recognised if an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due).

Contract liabilities

A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer before the Group transfers the related services. Contract liabilities are recognised as revenue when the Group performs under the contract (i.e., transfers control of the related services to the customer).

XXXVIII. Other income iv. Dividend from investments is recognized when the right to receive the payment is established and when no significant uncertainty as to measurability or collectability exists. v. Interest income is recognized on accrual basis. vi. For all financial instruments measured at amortised cost, interest income is recorded using the effective interest rate (EIR), which is the rate that exactly discounts the estimated future cash payments or receipts through the expected life of the financial instrument to the gross carrying amount of the financial asset.

XXXIX. Employee benefits vi. Short-term employee benefits

Short-term employee benefits are determined as per Group’s policy/scheme on an undiscounted basis. A liability is recognised for benefits accruing to employees in respect of salaries, performance incentives in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

vii. Defined benefit plan

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan.

The Group’s obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods.

The Company’s gratuity plan is funded, the defined benefit obligation of which is determined annually by a qualified actuary using the projected unit credit method as at each balance sheet date. Re-measurement of defined benefit obligation, which comprises of actuarial gains and losses are recognized in other comprehensive income in the period in which they occur. The Group determines the net interest expenses on the net defined benefit obligation, taking into account any changes in the net defined benefit liability during the period as a result of contribution and benefit payments. Net interest expenses related to defined benefit plan are recognised in employee benefit expenses in the statement of profit and loss.

viii. Defined contribution plan

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions to a separate entity and will have no legal or constructive obligation to pay further amounts. The Group makes monthly contributions towards Government administered schemes such as the provident fund and employee state insurance scheme. Obligations for contributions to defined contribution plans are recognized as an employee benefit expense in the statement of consolidated profit and loss in the periods during which the related services are rendered by the employees.

Compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as undiscounted liability at the balance sheet date. Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the balance sheet date.

ix. Long-term employee benefits

The Group’s obligation in respect of long-term employee benefits other than postemployment benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. The obligation is measured on the basis of an annual independent actuarial valuation using the projected unit credit method as at each balance sheet date.

x. Compensated Absences:

Compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as undiscounted liability at the balance sheet date. Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services are recognised as an actuarially determined liability at the present value of the defined benefit obligation at the balance sheet date.

XL. Current and deferred Tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in statement of profit and loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.

The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Income tax expense is recognised in the interim period based on the best estimate of the weighted average annual income tax expected for the full financial year. Interim period income tax expense is accrued using the tax rate that would be applicable to expected total annual earnings, i.e. the estimated average annual income tax rate applied to the pre-tax income of the interim period.

Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of the assets and liabilities in the restated consolidated financial information and the corresponding tax bases used in the computation of the taxable profit.

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the reporting date.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Current tax and deferred tax for the interim period and the year:

Current and deferred tax are recognised in statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively.

XLI. Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows to net present value using an appropriate pre-tax discount rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

XLII. Contingent Liabilities

A possible obligation that arises from past events, where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability. Contingent liabilities are also disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group.

Claims against the Group, where the possibility of any outflow of resources in settlement is remote, are not disclosed as contingent liabilities.

Contingent assets are not recognised in the restated consolidated financial information since this may result in the recognition of income that may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a contingent asset and is recognised.

XLIII. Financial assets

All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

Subsequent Measurement

All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

Investments in equity instruments at FVTOCI

On initial recognition, the Group may make an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity instruments as at FVTOCI. Designation at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognised by an acquirer in a business combination. Investments in equity instruments at FVTOCI are initially measured at fair value plus transaction costs. Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognized in other comprehensive income and accumulated in a separate component of equity. The cumulative gain or loss is not reclassified to Statement of profit and loss on disposal of the equity investments, instead, it is transferred to retained earnings. The Group designated all investments in equity instruments that are not held for trading as at FVTOCI on initial recognition.

Impairment of financial assets

The Group applies the expected credit loss model for recognising impairment loss on financial assets that are measured at amortised cost, trade receivables and other contractual rights to receive cash or other financial asset.

The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument. The Group always recognises lifetime expected credit losses (ECL) for trade receivables. The Group recognises lifetime ECL when there has been a significant increase in credit risk since initial recognition. However, if the credit risk on the financial instrument has not increased significantly since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month ECL.

Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting period. In case of financial assets, the Group follows the simplified approach permitted by Ind AS 109 Financial Instruments for recognition of impairment loss allowance. The application of simplified approach does not require the Group to track changes in credit risk of trade receivable. The Group calculates the expected credit losses on trade receivables using a provision matrix on the basis of its historical credit loss experience.

De-recognition of Financial Assets:

The Group de-recognises a financial asset when the contractual rights to the cash flows from the asset expires, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises an associated liability.

On de-recognition of a financial asset, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in Other Comprehensive Income and accumulated in other equity is recognised in restated consolidated statement of profit and loss.

Cash and cash equivalents

Cash and cash equivalent comprises of cash on hand and at banks including short term deposits with an original maturity of three months or less from the date of acquisition), and which are subject to insignificant risk of changes in value.

XLIV. Investment in Associates and Significant Influence

Significant Influence

An associate is an entity over which the Company has significant influence but not control or joint control. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

Significant influence is generally presumed to exist when the Company holds, directly or indirectly, 20% or more of the voting power of the investee unless it can be clearly demonstrated that this is not the case. Conversely, significant influence is presumed not to exist when the holding is less than 20%, unless such influence can be clearly demonstrated through participation in policy-making processes, representation on the board of directors or equivalent governing body, material transactions between the Company and the investee, interchange of managerial personnel, or provision of essential technical information.

Investment in Associates

Investments in associates are accounted for using the equity method in accordance with Ind AS 28, "Investments in Associates and Joint Ventures".

Under the equity method, the investment is initially recognised at cost and subsequently adjusted to recognise the Companys share of the post-acquisition profits or losses and other comprehensive income of the associate. The Companys share of the associates profit or loss is recognised in the Consolidated Statement of Profit and Loss, and its share of movements in other comprehensive income is recognised in the Consolidated Other Comprehensive Income.

The carrying amount of the investment includes goodwill identified on acquisition, net of any accumulated impairment losses. Distributions received from the associate reduce the carrying amount of the investment.

When the Companys share of losses in an associate equals or exceeds its interest in the associate, including any long-term interests that, in substance, form part of the Companys net investment, the Company discontinues recognising its share of further losses unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

XLV. Financial liabilities and equity instruments

Classification as Debt or Equity:

Debt or equity instruments issued by the Company, are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity Instruments:

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.

Financial Liabilities:

Financial liabilities that are not held-for-trading and are not designated as at FVTPL are measured at amortised cost at the end of subsequent accounting periods. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the effective interest method.

Interest expenses are included in the ‘Finance cost’ line item. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.

Financial liabilities are classified, at initial recognition and measured at amortising cost using effective interest method:

Loans and borrowings

Payables

All financial liabilities are recognised initially at fair value and in the case of loans and borrowings and payables, are recognised net of directly attributable transaction costs. The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, financial guarantee contracts and derivative financial instruments.

Life of the financial liability, or (where appropriate) a shorter period, to the amortised cost of a financial liability.

De-recognition of Financial Liabilities:

The Group de-recognises financial liabilities when and only when, the Group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability de-recognised and the consideration paid and payable is recognised in statement of profit and loss.

XLVI. Offsetting of Financial Instruments:

Financial assets and financial liabilities are offset and the net amount is reported in the Balance Sheet, if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

XLVII. Derivative financials instruments

The Group uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and highly probable forecast transactions. The Group does not use derivative financial instruments for speculative purposes. Forward contracts are initially recognised at fair value on the date the contract is entered into and are subsequently remeasured at fair value at each reporting date. The resulting gain or loss is recognised in the statement of profit and loss.

XLVIII. Fair value measurement

Some of the Group’s accounting policies or disclosures require the measurement of fair value for both financial and non-financial assets and liabilities.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the time of measurement.

The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

iv. In the principal market for the asset or liability, or v. In the absence of a principal market, in the most advantageous market for the asset or liability. vi. The principal or the most advantageous market must be accessible by the Group.

All assets and liabilities (for which fair value is measured or disclosed in the restated consolidated financial information) are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

Level 2 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable other than quoted prices included in Level 1. Level 3 Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

At each reporting date, management analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Group’s accounting policies. For this analysis, the management verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents.

XLIX. Cash flow statement

Cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects of transactions of non-cash nature, any deferrals or accruals of operating cash receipts or payments and items of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Group are segregated based on the nature of transactions.

L. Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

Diluted earnings per share is computed by dividing the profit after tax as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which would have been issued on the conversion of all dilutive potential equity shares.

Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at average market value of the outstanding shares. Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for share splits/reverse share splits and bonus shares, as appropriate.

LI. Dividend to shareholders

Final dividend distributed to Equity shareholders is recognised in the period in which it is approved by the members of the Company in its Annual General Meeting. Interim dividend is recognised when approved by the Board of Directors at the Board Meeting. Both final dividend and interim dividend are recognised in the Statement of Changes in Equity.

LII. Borrowing Cost

Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost. Borrowing costs, if any, 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, if any. All other borrowing costs are expensed in the period in which they occur.

LIII. Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM) of the Holding Company. The CODM is responsible for allocating resources and assessing performance of the operating segments of the Group.

LIV. Events after Reporting date

Where events occurring after the Balance Sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of such events is adjusted within the restated consolidated financial information. Otherwise, events after the Balance Sheet date of material size or nature are only disclosed.

1.12. First time adoption-mandatory exceptions, optional exemption:

c) Mandatory Exceptions iv. Estimates

As per Ind AS 101, groups estimates in accordance with Ind AS at the date of transition to Ind AS at the end of the comparative period presented in the groups first Ind AS financial statements, as the case may be, should be consistent with estimates made for the same date in accordance with the previous GAAP unless there is objective evidence that those estimates were in error. However, the estimates should be adjusted to reflect any differences in accounting policies.

As per Ind AS 101, where application of Ind AS requires the group to make certain estimates that were not required under previous GAAP, those estimates should be made to reflect conditions that existed at the date of transition (for preparing opening Ind AS balance sheet) or at the end of the comparative period (for presenting comparative information as per Ind AS).

The Groups estimates under Ind AS are consistent with the above requirement. Key estimates considered in preparation of the financial statements that were not required under the previous GAAP are listed below:

Fair valuation of financial instruments carried at FVTPL and/or FVTOCI.

Fair valuation of Property, plant and equipment.

Impairment of financial assets based on the expected credit loss model.

Determination of the discounted value for financial instruments carried at amortized cost. v. Derecognition of financial assets and liabilities

As per Ind AS 101, the group should apply the derecognition requirements in Ind AS 109, Financial Instruments, prospectively for transactions occurring on or after the date of transition to Ind AS. However, an entity may apply the derecognition requirements retrospectively from a date chosen by it if the information needed to apply Ind AS 109 to financial assets and financial liabilities derecognized as a result of past transactions was obtained at the time of initially accounting for those transactions. The Group has elected to apply the derecognition principles of Ind AS 109 prospectively from the date of transition to Ind AS.

vi. Classification and measurement of financial assets

Ind AS 101 requires the group to assess classification of financial assets on the basis of facts and circumstances existing as on the date of transition. Further, the standard permits measurement of financial assets accounted at amortised cost based on facts and circumstances existing at the date of transition if retrospective application is impracticable. Accordingly, the Group has determined the classification and measurement of financial assets based on facts and circumstances that exist on the date of transition.

d) Optional Exemptions f) Property plant and equipment, intangible assets and investment properties

As per Ind AS 101 an entity may elect to: d. measure an item of property, plant and equipment at the date of transition at its fair value and use that fair value as its deemed cost at that date e. use a previous GAAP revaluation of an item of property, plant and equipment at or before the date of transition as deemed cost at the date of the revaluation, provided the revaluation was, at the date of the revaluation, broadly comparable to: fair value;

Or cost or depreciated cost under Ind AS adjusted to reflect, for example, changes in a general or specific price index.

The elections under (i) and (ii) above are also available for intangible assets that meets the recognition criteria in Ind AS 38, Intangible Assets, (including reliable measurement of original cost); and criteria in Ind AS 38 for revaluation (including the existence of an active market). f. use carrying values of property, plant and equipment, intangible assets and investment properties as on the date of transition to Ind AS (which are measured in accordance with previous GAAP and after making adjustments relating to decommissioning liabilities prescribed under Ind AS 101) if there has been no change in its functional currency on the date of transition.

As permitted by Ind AS 101, the Group has elected not to revalue Property, plant and equipment along with capital work in progress and consider historical cost as deemed cost.

g) Initial recognition of lease liability and ROU asset

Under previous GAAP, leases were classified as operating lease and finance lease whereby operating lease was accounted as rent expenses in statement of profit and loss account and finance lease was accounted as receivables at an amount equal to the net investment in the lease and the finance income is recognised based on a constant rate of return on the outstanding net investment. Post adoption of IND AS, the Company shall apply modified retrospective approach in which lease liability to be measured based on remaining lease payments, discounted using lessee’s incremental borrowing rate at the date of initial application and Right-of-Use asset to be measured at amount of lease liability (adjusted by the amount of any previously recognised prepaid or accrued lease payments relating to that lease).

h) Investment in subsidiaries

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its investment in subsidiaries as recognised in this restated consolidated financial information at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition. Accordingly, the group has elected to measure all of its investments in subsidiaries at their previous GAAP carrying value.

i) Designation of previously recognised financial instruments

Ind AS 101 permits an entity to designate particular equity investments (other than equity investments in subsidiaries, associates and joint arrangements) as at fair value through other comprehensive income (FVTOCI) based on facts and circumstances at the date of transition to Ind AS (rather than at initial recognition).

j) Cumulative translation differences

Ind AS 21 requires translation differences arising on translation of foreign operations to be accumulated in a separate reserve within equity. Applying these requirements retrospectively would require an entity to determine the cumulative translation differences at the date of transition and separately classify these within equity. A first-time adopter has the option not to comply with this requirement at the date of transition and can reset the cumulative translation differences to zero at the date of transition.

Accordingly, the group has elected to reset the cumulative translation differences to zero at the date of transition.

RESULTS OF OPERATIONS

The following table sets forth selected financial information with respect to our results of operations for Fiscal 2026, Fiscal 2025, and Fiscal 2024, the components of which are also expressed as a percentage of total income for such years:

						In lakh
Particulars	Fiscal 2026	% of Total Income	Fiscal 2025	% of Total Income	Fiscal 2024	% of Total Income
Income
Revenue from Operations	36,528.74	99.80%	27,608.15	99.84%	23,294.07	99.86%
Other Income	72.45	0.20%	44.86	0.16%	31.90	0.14%
Total Income Expenditure	36,601.19	100.00%	27653.01	100.00%	23325.97	100.00%
Purchases of stock-in-trade and services	22,318.77	60.98%	17,888.04	64.69%	16,842.97	72.21%
Changes in inventories of stock-in-trade	115.50	0.32%	-2,542.81	-9.20%	-1,916.02	-8.21%
Employee benefit expenses	3,012.05	8.23%	2,400.32	8.68%	2,129.04	9.13%
Finance Costs	589.15	1.57%	526.21	1.90%	280.09	1.20%
Depreciation & Amortization Expenses	588.54	1.61%	231.51	0.84%	105.10	0.45%
Other Expenses	4,776.99	13.05%	5,272.17	19.07%	4,292.17	18.40%
Total Expenses	31,401.00	85.79%	23775.44	85.98%	21733.35	93.17%
Profit before	5,200.19	14.21%	3,877.57	14.02%	1,592.62	6.83%
Share of Profit of Associate and Joint Venture
Share of Profit/(Loss) of Associate and Joint Venture	12.42	0.03%	129.46	0.47%	(59.74)	-0.26%
Profit before Tax	5212.61	14.24%	4,007.03	14.49%	1,532.88	6.57%
Tax expense:
(1) Current tax	1,386.87	3.79%	996.18	3.60%	462.85	1.98%
	(247.02)	-0.67%	7.38	0.03%	(24.22)	-0.10%
(2) Deferred tax
(3) Short/Excess	-	-	-	-	-	-
Provision for Earlier Years
Total tax expenses	1,139.85	3.11%	1,003.56	3.63%	438.63	1.88%
Depreciation	0	0.00%	0	0.00%	0.00	0.00%
Written Back
Restated profit after tax	4,072.76	11.13%	3,003.47	10.86%	1,094.25	4.69%
Other Comprehensive Income/(Loss)	6.57	0.02%	2.05	0.01%	3.60	0.02 %
Remeasurement of defined benefits (assets)/liabilities	8.88	0.02%	2.77	0.01%	4.86	0.02%
Income tax benefits/(expense) on remeasurement of defined benefits plans	(2.31)	-0.01%	-0.72	0.00%	-1.26	-0.01%
Total Comprehensive Income/(Loss)	6.57	0.02%	2.05	0.01%	3.60	0.02%
Total Comprehensive Profit/(Loss) for the Year	4,079.33	11.15%	3,005.52	10.87%	1,097.85	4.71%

Fiscal 2026 compared to Fiscal 2025

Total Income

Our total income increased by 32.36% from 27,653.01 lakh in Fiscal 2025 to 36,601.19 lakh in Fiscal 2026, primarily due to an increase in our revenue from operations and other income as discussed below:

Revenue from operations

Our revenue from operations grew 32.31% from 27,608.15 lakh in Fiscal 2025 to 36,528.74 lakh in Fiscal 2026. This growth was primarily driven due to the following changes in our revenue mix

Sr. No. Particular	Fiscal 2026	Fiscal 2025	% Change yoy
I. Enterprise Applications	12,133.42	9,722.51	25%
(i) ERP Implementation & Support Service	3,154.69	2,484.74	27%
(ii) IT System Integration Services	1,820.01	2,905.79	(37%)
(iii) Data Centres	6,673.38	4,036.59	65%
(iv) Application Development	485.34	295.39	64%
II. Managed services	14,804.38	10,636.88	39%
(i) Infrastructure Management	14,804.38	10,636.88	39%
III. Digital services	5,817.55	4,396.86	32%
(i) Digital Transformation Services	2,327.02	2,253.56	3%
(ii) Emerging Technologies (AI, IoT, Cloud,	3,490.53	2,143.30	63%
Blockchain)
IV. Proprietary platforms & products	3,773.39	2,851.90	32%
(i) In-house Platforms	3,773.39	2,851.90	32%
Total Revenue	36,528.74	27,608.15	32.31%

Other Income

Our other income increased by 61.50%, from 44.86 lakh in Fiscal 2025 to 72.45 lakh in Fiscal 2026. This growth was primarily due to an increase in interest income from Banks from 41.00 lakh in Fiscal 2025 to 65.98 lakh in Fiscal 2026.

Expenses

Our total expenses, which primarily included purchases of stock in trade, changes in inventories, employee benefits expenses, finance costs, depreciation and amortization expense, and other expenses, increased by 32.07% from 23775.45 lakh in Fiscal 2025 to 31,401.00 lakh in Fiscal 2026.

Purchases of stock in trade and services

Purchases of stock in trade and services increased by 24.77% from 17,888.04 lakh in Fiscal 2025 to 22,318.77 lakh in Fiscal 2026. Here our purchases of stock in trade increased by 149.22% but the purchases of services decreased by -26.18%. This increase in purchase of stock in trade is primarily due to an increase in Inter-State and Intra-State (Hardware & Networking Purchase) from 4,930.68 lakh in Fiscal 2025 to 12,699.39 lakh in Fiscal 2026.

Changes in inventories

The changes in inventories was positive 115.50 lakh in Fiscal 2026 as compared to negative 2,542.81 lakh in Fiscal 2025. The positive movement in Fiscal 2026 indicates reduction in inventory levels during the year as against inventory build-up in Fiscal 2025, where the closing stock was higher than the opening stock.

The movement in "Changes in Inventories of Stock-in-Trade and Work-in-Progress" during FY 2024-26 reflects the nature of the Company’s business model and the project execution cycle typical of large-scale Government, PSU and enterprise system integration contracts.

The value of "Changes in Inventories of Stock-in-Trade and Work-in-Progress" was ( 1,916.02) lakh in FY 2024, ( 2,542.81) lakh in FY 2025 and 115.50 lakh in FY 2026. The negative values reported in FY 2024 and FY 2025 primarily represent utilisation of previously procured inventory in ongoing projects and indicate deployment of materials towards revenue-generating contracts. It further represents strategic accumulation of inventory to cater to the expected projects in future and in anticipation of rising costs. .

Another contributing factor is the milestone-based project accounting followed under Ind AS 115, wherein billing and revenue recognition occur as contractual obligations are met. For several Government and PSU contracts, materials are issued to project sites before completion certificates are received. Once installed and commissioned, the corresponding inventory is recognised as part of the cost of sales, thereby reducing closing inventory and resulting in negative inventory changes.

In FY 2026, the inventory change turned positive at 115.50 lakh due to inventory levels remaining largely stable during the year, with closing inventory of 7,881.13 lakh as compared to opening inventory of 7,996.63 lakh.

This reflects the timing of procurement and project execution activities at the year end and does not indicate any abnormal accumulation or write-back of inventory. Overall, the inventory movements across FY 2024 to FY 2026 are consistent with the Companys project-driven business model, strategic procurement practices and execution cycle and are reflective of normal business operations undertaken to support timely project delivery, margin protection and customer commitments.

Employee Benefits Expense

Employee benefit expenses increased by 25.49% from 2,400.32 lakh in Fiscal 2025 to 3,012.05 lakh in Fiscal 2026. Primarily due to an increase in salaries & wages by 25.34% along with increases in statutory expenses and staff welfare expenses by 15.71%. Such increase in salaries and wages was primary due to the increase in salaries.

Finance Costs

Our finance costs increased by 11.96% from 526.21 lakh in Fiscal 2025 to 589.15 lakh in Fiscal 2026 primarily due to an increase in interest expenses on borrowings from 403.47 lakh in Fiscal 2025 to 490.21 lakh in Fiscal 2026. This increase in finance costs was primarily attributable to a substantial rise in the cost of borrowing, as the company raised significant working capital funds mainly from non-banking financial companies (NBFCs) to ensure the timely procurement of inventory required for meeting sales. Borrowings from NBFCs typically carried a higher interest rate compared to traditional banks, leading to higher interest expenses and overall finance costs.

Depreciation and Amortization Expense

Our depreciation and amortization expense increased by 154.22% from 231.51 lakh in Fiscal 2025 to 588.54 lakh in Fiscal 2026. The increase was primarily attributable to significant additions to property, plant and equipment during Fiscal 2026 aggregating to 3,845.70 lakh. These additions mainly comprised purchase of computers and peripherals amounting to 3,764.97 lakh, furniture and fixtures amounting to 41.39 lakh, electrical fittings amounting to 37.67 lakh and office equipment amounting to 1.67 lakh. Consequently, the higher fixed asset base led to an increase in depreciation and amortization expense during Fiscal 2026.

Other Expenses

Our other expenses accounted for 19.07% and 13.05% of our revenue from operations in Fiscal 2025 and Fiscal 2026, respectively. Our other expenses decreased by 9.39% from 5,272.17 lakh in Fiscal 2025 to 4,776.99 lakh in Fiscal 2026. This decrease was primarily attributable to reduction in data center support and implementation charges amounting to 467.43 lakh, project network expenses amounting to 536.08 lakh, interest and late payment charges on statutory dues amounting to 110.52 lakh, and legal and professional charges amounting to 61.93 lakh during Fiscal 2026.

Further, the movement in Other Expenses from 4,292.17 lakh in FY 2024 to 5,272.17 lakh in FY 2025 and 4,776.99 lakh in FY 2026 is directly attributable to the scale and nature of the Company’s operations and project execution activities. .

The increase in FY 2025 was primarily driven by higher project execution levels and business volumes, resulting in increased project network expenses, data centre support and implementation charges, legal and professional charges and other operational expenses incurred in the ordinary course of business. During this period, our Company transitioned from being largely hardware-driven to an integrated IT system-integration and service-delivery organisation executing complex project, managed-service, and ERP-implementation projects across multiple geographies and industry verticals. Revenue from services increased sharply in this period, and this growth naturally led to a corresponding rise in service-linked and administrative expenditures grouped under

"Other Expenses."

Further, Other Expenses moderated in FY 2026 primarily due to a reduction in project network expenses and data centre support and implementation charges, partially offset by an increase in commission and brokerage expenses associated with business generation and project acquisition activities.

Total Tax Expense

Our total income tax expense increased from 1,003.56 lakh in Fiscal 2025 to 1,139.85 lakh in Fiscal 2026, primarily due to an increase in revenue and profits.

Profit for the Year

As a result of the foregoing factors, our profit for the year increased to 4,072.76 lakh in Fiscal 2026 from 3,003.47 lakh in Fiscal 2025. Profit for the year as a percentage of total income improved from 10.86% in Fiscal 2025 to 11.13% in Fiscal 2026.

The improvement in profitability during Fiscal 2026 was primarily attributable to the continuation of the Company’s strategic focus on higher-margin service and solution-based offerings, which had commenced in Fiscal 2025. The Company continued to strengthen its revenue mix by increasing contribution from enterprise applications, managed services, digital transformation solutions, infrastructure management services, cloud-enabled offerings and proprietary technology platforms. Additionally, the Company recorded growth in its overall turnover during Fiscal 2026, which, coupled with the increased contribution from these higher-margin business segments, resulted in improved operating profitability during the year.

During Fiscal 2026, the Company remained focused on consulting-led and technology-driven engagements, including ERP implementation and support services, IT system integration services, managed infrastructure services, data centre solutions, digital transformation projects and emerging technology solutions. These service-oriented business segments generally provide higher realizations and improved operating margins due to their knowledge-driven nature, lower dependency on third-party procurement and recurring revenue characteristics.

Accordingly, the sustained shift in business and revenue mix towards higher-margin service offerings, together with continued operational optimization initiatives, contributed to the improvement in profitability and margins during Fiscal 2026.

Fiscal 2025 compared to Fiscal 2024

Total Income

Our total income increased by 18.55% from 23325.97 lakh in Fiscal 2024 to 27653.01 lakh in Fiscal 2025, primarily due to an increase in our revenue from operations and other income as discussed below:

Revenue from operations

Our revenue from operations grew 18.52% from 23,294.07 lakh in Fiscal 2024 to 27,608.15 lakh in Fiscal 2025. This growth was primarily driven due to the following changes in our revenue mix

Sr. No. Particular	Fiscal 2025	Fiscal 2024	% Change yoy
I. Enterprise Applications	9,722.51	11,082.55	-12.27%
(i) ERP Implementation & Support Service	2,484.74	2,785.73	-10.80%
(ii) IT System Integration Services	2,905.79	3,872.47	-24.96%
(iii) Data Centres	4,036.59	3,957.25	2.00%
(iv) Application Development	295.39	467.10	-36.76%
II. Managed services	10,636.88	8,680.21	22.54%
(i) Infrastructure Management	10,636.88	8,680.21	22.54%
III. Digital services	4,396.86	1,265.78	247.36%
(i) Digital Transformation Services	2,253.56	1,258.22	79.11%
(ii) Emerging Technologies (AI, IoT, Cloud,	2,143.30	7.56	28248.15%
Blockchain)
IV. Proprietary platforms & products	2,851.90	2,265.53	25.88%
(i) In-house Platforms	2,851.90	2,265.53	25.88%
Total Revenue	27,608.15	23,294.07	18.52%

Our growth in Fiscal 2025 accelerated with repeat and new mandates across a wider client base. Our digital revenues were boosted by continuing large engagements with our top customers while new clients such as Gujarat Informatics Limited, etc. and additional assignments expanded our portfolio.

Other Income

Our other income increased by 40.65%, from 31.90 lakh in Fiscal 2024 to 44.86 lakh in Fiscal 2025. This growth was primarily due to an increase in interest income from Banks from 29.01 lakh in Fiscal 2024 to 41.00 lakh in Fiscal 2025.

Expenses

Our total expenses, which primarily included purchases of stock in trade, changes in inventories, employee benefits expenses, finance costs, depreciation and amortization expense, and other expenses, increased by 9.40% from 21,733.35 lakh in Fiscal 2024 to 23,775.45 lakh in Fiscal 2025.

Purchases of stock in trade and services

Purchases of stock in trade and services increased by 6.20% from 16,842.97 lakh in Fiscal 2024 to 17,888.04 lakh in Fiscal 2025. Here our purchases of stock in trade decreased by 8.39% but the purchases of services increased by 37.02%. This increase in purchase of services is primarily due to an increase in support charges from 2,837.47 lakh in Fiscal 2024 to 7,412.47 lakh in Fiscal 2025. Support charges primarily represent the ongoing costs associated with maintaining and managing the IT infrastructure and integrated system solutions delivered to our clients.

Changes in inventories

The changes in inventory was 1,916.02 lakh in Fiscal 2024 as compared to 2,542.81 lakh in Fiscal 2025. Both were negatively shown in the balance sheet which means that the closing stock was higher in that respective year. This was primarily attributable to our strategy of maintaining adequate inventory levels to support ongoing and upcoming project executions, particularly for government clients.

Employee Benefits Expense

Employee benefit expenses increased by 12.74% from 2,129.04 lakh in Fiscal 2024 to 2,400.32 lakh in Fiscal 2025 due to an increase in salaries & wages by 14.24% along with decreases in statutory expenses and staff welfare expenses. Such increase in salaries and wages was primary due to the increase in salaries.

Finance Costs

Our finance costs increased by 87.88% from 280.08 lakh in Fiscal 2024 to 526.21 lakh in Fiscal 2025 primarily due to an increase in interest expenses on borrowings from 207.54 lakh in Fiscal 2024 to 403.47 lakh in Fiscal 2025 and an increase in other borrowing costs from 70.92 lakh in Fiscal 2024 to 121.12 lakh in Fiscal 2025.

This increase in finance costs was primarily attributable to a substantial rise in the cost of borrowing, as the company raised significant working capital funds mainly from non-banking financial companies (NBFCs) to ensure the timely procurement of inventory required for meeting sales. Borrowings from NBFCs typically carried a higher interest rate compared to traditional banks, leading to higher interest expenses and overall finance costs. However, this strategic borrowing was essential to maintain business continuity, fulfill order commitments, and support sales growth, enabling the company to meet customer demand and achieve operational targets despite the elevated borrowing costs.

Depreciation and Amortization Expense

Our depreciation and amortization expense increased by 120.28% from 105.10 lakh in Fiscal 2024 to 231.51 lakh in Fiscal 2025 primarily on account of increase in property, plant and equipment by 286.11 lakh and due to addition in our fixed assets an amount of 1901.16 lakhs which included acquisition through business combination for 708.80 lakhs, capital work in progress of 906.25 lakhs and purchase of 286.11 lakhs worth of assets including computer peripherals, office equipment, etc. in Fiscal 2025.

Other Expenses

Our other expenses accounted for 18.40% and 19.07% of our revenue from operations in Fiscals 2024 and 2025, respectively. Our other expenses increased by 22.83% from 4,292.19 lakh in Fiscal 2024 to 5,272.18 lakh in

Fiscal 2025, primarily due to the increase in commissions & brokerage charges by 930.26 lakhs and increase in legal & professional charges by 237.59 lakhs in the Fiscal 2025.

Total Tax Expense

Our total income tax expense increased from 486.63 lakh in Fiscal 2024 to 1,003.56 lakh in Fiscal 2025, primarily due to an increase in revenue and profits.

Profit for the Year

As a result of the foregoing factors, our profit for the year in Fiscal 2025 was 3005.52 lakhs compared to a profit for the year of 1097.84 lakhs in Fiscal 2024. Profit for the year in terms of total income increased from 4.71 % of total income in Fiscal 2024 to 10.87% of total income in Fiscal 2025.

Major factor contributing to the improved profitability during Fiscal 2025 was the positive change in our revenue mix. The company experienced a significant shift towards higher-margin revenue streams, with revenue from sale of services increasing from 10,118.33 lakh in Fiscal 2024 to 16,673.28 lakh in Fiscal 2025 with a decrease in sale of goods from 13,175.74 lakhs in Fiscal 2024 to 10,934.87 lakhs in Fiscal 2025.

This shift towards a greater proportion of services revenue, which generally commands better realizations and margins compared to goods, resulted in improved overall revenue quality and enhanced profit margins. The more favourable revenue mix was instrumental in driving better earnings despite lower relative growth in the sale of goods. Enhanced cost management and process optimization led to better control over operating expenses, contributing to higher profitability despite moderate revenue growth.

The improvement in profitability during Fiscal 2025 was primarily driven by a strategic shift in the Company’s revenue composition, with a growing contribution from higher-margin service and solution-based engagements compared to the sale of hardware and physical IT goods.

Our Company operates as an integrated IT solutions provider, offering enterprise applications, managed services, digital transformation, data centre infrastructure, and proprietary platforms. Within this diversified structure, the following categories represent the higher-margin revenue streams that have contributed significantly to profitability:

1. Enterprise Applications which include ERP Implementation & Support Service, IT System Integration Services, Data Centres and Application are consulting- and skill-based, yielding higher margins due to reliance on internal competencies rather than third-party procurement.

2. Managed Services which include Infrastructure, management, and facility support contracts provide recurring, annuity-based income with EBITDA margins of 18 25%, due to long-term tenure, lower variable costs post-setup, and stable client engagement.

3. Digital Services which include Digital Transformation Services and Emerging Technologies (AI, IoT, Cloud, Blockchain): Cloud enablement, virtualization, cybersecurity, and hybrid data center solutions are knowledge- and IP-driven, resulting in higher realization per revenue rupee. Margins are enhanced via proprietary frameworks, hyperscaler partnerships, and performance-based contracts.

4. Proprietary Platforms & Products, including our In-House Platforms, contribute significantly to the business by generating higher revenue and enhancing overall operational efficiency.

Overall Impact: During Fiscal 2025, the cumulative share of Managed Services, Digital Services and Proprietary Platforms & Products increased from 51.78% of total revenue in Fiscal 2024 to 64.78% in Fiscal 2025. This business mix transformation resulted in higher gross margins, improved EBITDA and PAT ratios, and greater predictability of future earnings. Consequently, profit for the year increased from 1,094.25 lakhs in Fiscal 2024 to 3,003.47 lakhs in Fiscal 2025 with profit as a percentage of total income increasing from 4.69% in Fiscal 2024 to 10.86% in Fiscal 2025.

Cash Flows

The table below summarizes the statement of cash flows, as per our restated consolidated cash flow statements, for the periods indicated:

			(in lakh)
Particulars	Fiscal
	2026	2025	2024
Net cash (used in)/generated from operating activities	2,757.39	861.79	(116.01)
Net cash (used in)/generated from investing activities	(6,751.93)	(3,043.53)	(1580.88)
Net cash (used in)/generated from financing activities	4,031.64	1,972.94	1,923.40
Cash and cash equivalents at the end of the year	145.75	108.65	317.45

Operating Activities

Fiscal 2026

Net cash generated from operating activities increased significantly to 2,757.39 lakh in Fiscal 2026 from 861.79 lakh in Fiscal 2025. The increase was primarily attributable to higher profitability during the year, with profit before tax increasing to 5,212.61 lakh in Fiscal 2026 from 4,007.03 lakh in Fiscal 2025.

The Companys operating cash flow before working capital changes stood at 6,391.14 lakh in Fiscal 2026. Working capital movements contributed positively to cash flows, primarily due to a decrease in trade and other receivables amounting to 4,790.73 lakh, reflecting improved collections from customers and efficient receivables management. Further, a decrease in inventories amounting to 115.50 lakh also supported cash generation during the year.

The aforesaid positive impact was partially offset by a decrease in trade payables and other liabilities amounting to 7,275.94 lakh. Additionally, an increase in other assets amounting to 735.42 lakh and an increase in other financial assets amounting to 111.26 lakh resulted in incremental utilization of cash and income tax paid 639.88 lakh.

Fiscal 2025

Net cash flow used in operating activities was 861.79 lakh, while our operating cash flow before working capital changes was 4,656.30 lakh. The difference was primarily attributable to a decrease in trade and other receivables by 6,207.75 lakh; a decrease in other financial assets by 119.05 lakh; a decrease in inventories by 2,542.81 lakh; a decrease in other assets by 548.38 lakh, an increase trade payables and other liabilities by 6, 011.21 lakh and income tax paid 387.74 lakh.

The net cash used in operating activities was 116.01 lakh in FY 2023 24, compared to net cash generated from operating activities of 861.79 lakh in FY 2024 25. The negative operating cash flow during FY 2023 24 was primarily attributable to the timing of procurement cycles and milestone-based billing under Government and PSU projects, rather than any underlying operational weakness.

During FY 2023 24, trade receivables decreased significantly, reflecting improved collection efficiency. However, this period also witnessed an increase in inventories and higher project-related advances and mobilisation outflows. Such movements are typical in the Company’s business model, wherein multiple large-scale projects are executed concurrently, and material procurement generally precedes the achievement of billing milestones.

With the resumption and accelerated execution of long duration projects in FY 2024 25, milestone collections were realised, leading to a strong improvement in cash flows. Consequently, operating cash flow turned positive at 861.79 lakh, and profit before tax increased to 4,007.03 lakh. This performance reaffirms that the temporary cash outflow in FY 2023 24 was cyclical and timing-related

Fiscal 2024

Net cash flow used in operating activities was -116.01 lakh, while our operating cash flow before working capital changes was 1,988.17 lakh. The difference was primarily attributable to an increase in trade and other receivables by 6,269.54 lakh; a decrease in inventories by 1,805.50 lakh; a decrease in other assets by 709.25 lakh, a decrease in trade payables and other liabilities by 5621.66 lakh and income tax paid 226.92 lakh.

Investing Activities

Fiscal 2026

Net cash used in investing activities was - 6,751.93 lakh, primarily due to acquisition of property, plant and equipment of 5,002.20 lakh; acquisition of non-current financial assets of 1,555.23 lakh, cash outflows 194.50 lakh on account of business combination and interest received 69.39 lakh.

Fiscal 2025

Net cash used in investing activities was 3,043.52 lakh, primarily due to acquisition of property, plant and equipment of 2,549.74 lakh; acquisition of non-current financial assets of 1,023.86 lakh; loan repaid by subsidiaries 670.51 lakh, cash outflows 140.44 lakh on account of business combination and interest received 41.90 lakh.

Fiscal 2024

Net cash used in investing activities was -1580.88 lakh, primarily due to acquisition of property plant and equipment of 726.24 lakh and loan given to subsidiaries 527.46 lakh and acquisition of non-current financial assets of 327.18 lakh

Financing Activities

Fiscal 2026

Net cash generated from financing activities was 4,031.64 lakh in Fiscal 2026, primarily attributable to net proceeds from borrowings amounting to 4,620.79 lakh and interest paid amounting to 589.15 lakh during the year.

Fiscal 2025

Net cash from financing activities was 1972.94 lakh primarily due to net proceeds from borrowing of 194.93 lakh, proceeds from premium on issue of equity shares of 2,933.91 lakh, proceeds from issue of shares of 93.14 lakh, payment of shares issue expenses 332.97 lakh; interest paid 526.21 lakh and repayment of borrowings 194.93 lakh .

Fiscal 2024

Net cash from financing activities in Fiscal 2024 was 1,925.03 lakh primarily due to net proceeds from borrowing amounting to 22,203.49 lakh and interest paid 278.46 lakh.

Cash and Cash Equivalents

For Fiscal 2024 to 2026

The Company’s cash and cash equivalents declined from 317.45 lakh as at March 31, 2024 to 108.65 lakh as at March 31, 2025 and subsequently increased to 145.75 lakh as at March 31, 2026. This fluctuation primarily reflects the scale of operations, timing of project-related cash flows, working capital requirements and deployment of funds towards business expansion.

FINANCIAL INDEBTEDNESS

As of April 30, 2026, we had total borrowings on consolidated basis (consisting of secured and unsecured borrowings) of 13,621.79 lakhs. Our debt-to-equity ratio was 0.63 as of March 31, 2026. For further details related to our indebtedness, see "Financial Indebtedness" beginning on page 423.

CONTINGENT LIABILITIES AND OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS

Contingent Liabilities

As of March 31, 2026, March 31, 2025 and March 31, 2024, our contingent liabilities as per Ind AS 37 - provisions, contingent liabilities and contingent assets that have not been provided for were as follows:

			(in lakh)
	Fiscal
Particulars	2026	2025	2024
Contingent liabilities:
i) Bank guarantees	4,009.45	2,508.46	2,385.95
ii) Disputed tax demands
- Direct tax demands	-	50.03	-
- Indirect tax	150.00	1,547.14	-
iii) Claim under MSMED Act	113.00	113.00
iv) Claim under Industrial Disputes Act, 1947	1.18	1.18	-
Total of Contingent Liabilities	4,273.63	4,219.81	2,385.95
% of Net Worth	31.42	44.19	61.53

Notes: i) Future cash outflows in respect of the above matters are determinable only on receipt of judgements/decisions pending at forums/authorities. Our Company does not expect the outcome of the matters stated above to have material adverse impact on the Company’s financial condition, results of operation or cash flows. Our Company does not envisage any likely reimbursement in respect of the above. ii) Indirect Tax liability amounting to 150.00 Lacs relates to appeal filed by the Company with the GST Appellate Tribunal for the period from 2018-2019 to 2022-2023. iii) A case under MSMED Act for MSME claim dispute has been filed against the Company for default of Rs. 113.00 Lacs. iv) A former employee, Pradeep Pathak, has filed a claim before the CGIT-cum-Labour Court, Delhi, seeking recovery of

1.18 lakh withheld from his full and final settlement and ancillary compensation of 10 lakh. The matter relates to a penalty imposed on the Company by CRIS following the employees resignation and is currently pending adjudication, with the next hearing scheduled for January 12, 2027.

Off-balance sheet commitments and arrangements

We do not have any off-balance sheet arrangements, derivative instruments, swap transactions or relationships with affiliates or other unconsolidated entities or financial partnerships that would have been established for the purpose of facilitating off-balance sheet arrangements.

Non-GAAP measures

This Red Herring Prospectus includes our Net Asset Value per Equity Share, EBITDA, EBITDA Margin, Capital Employed, Return on Capital Employed, Debt to Equity Ratio, Revenue CAGR and Net Worth (collectively

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

Non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with Ind AS. Non-GAAP financial information may be different from similarly titled Non-GAAP measures used by other companies. Non-GAAP financial measures are not required by, or presented in accordance with, IndAS, IFRS or U.S. GAAP. Our Non-GAAP financial measures are not a measurement of financial performance or liquidity under these accounting standards and should not be construed in isolation or construed as an alternative to restated cash flows, restated loss for the period or any other measures of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated from our operating, investing or financing activities, derived in accordance with Ind AS, IFRS or U.S. GAAP. The principal limitation of these Non-GAAP financial measures is that they exclude significant expenses and income that are required by IndAS to be recorded in our financial statements, as further detailed below. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded or included in determining these Non-GAAP financial measures. A reconciliation is provided below for each Non-GAAP financial measure to the most directly comparable financial measure prepared in accordance with Ind AS. Investors are encouraged to review the related Ind AS financial measures and the reconciliation of Non-GAAP financial measures to their most directly comparable Ind AS financial measures included below and to not rely on any single financial measure to evaluate our business.

FINANCIAL INDEBTEDNESS

As of April 30, 2026, we had total borrowings on consolidated basis (consisting of secured and unsecured borrowings) of 13,621.79 lakhs. Our gross debt to equity ratio was 0.63 as of March 31, 2026. For further details related to our indebtedness, see "Financial Indebtedness" beginning on page 423

Liquidity and capital resources

We believe we have sufficient sources of funding to meet our business requirements for the next 12 months. Cash generated from operations, supplemented by equity contributions by our Shareholders and committed credit lines has been our primary source of liquidity for funding our business requirements. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under "Risk Factors" on page 26.

Our short-term requirements include our working capital requirements to meet the capital requirements in order completion and other operations. Our long-term requirements include our capital expenditure requirements and providing performance bank guarantees to our government and PSU clients apart from retention deposits which can be held by some of our clients as per the terms of contracts. For further details in relation to the objects pertaining to (i) Funding working capital requirements; (ii) repayment and/or pre-payment, in full or part, of certain borrowings availed by our Company; and (iii) funding of capital expenditure towards purchase of various hardware, see "Objects of the Issue" on page 127. We may have additional obligations as part of our ordinary course of business, beyond those committed for capital expenditures and other purchase obligations and commitments for purchases of goods and services.

We monitor rolling forecasts of our liquidity position comprising cash and cash equivalents on the basis of expected cash flows. Our liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external requirements and maintaining debt financing plans. We have cash and cash equivalents and bank balances of 145.75 lakh 108.65 lakh and 317.45 as of March 31, 2026, March 31, 2025 and March 31, 2024.

CAPITAL EXPENDITURES

Capital expenditure primarily relates to addition of property, plant and equipment for purchase of computers & peripherals, furniture and fixtures, office equipment, electrical fittings, vehicles and expenses on capital work-in-progress. The capital expenditure is primarily funded through cash generated from operations, supplemented by equity contributions by our shareholders and committed credit lines.

In Fiscals 2026, 2025 and 2024, we incurred capital expenditure for addition to property, plant and equipment of 4,689.15 lakh, 1,192.35 lakh and 664.24 lakh, primarily due to for purchase of computers & peripherals, furniture and fixtures, office equipment, electrical fittings, vehicles and expenses on capital work-in-progress.

Quantitative and Qualitative Analysis of Market Risks

We are exposed to various types of market risks during the normal course of business. For further details, see " Risk Factors" beginning on page 26:

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The carrying amount of following financial assets represents the maximum credit exposure. Our Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends and ageing of accounts receivable. Individual risk limits are set accordingly. We perform impairment analysis at each reporting date using expected credit loss model. Our Company does not hold collateral as security.

Accounts Receivables were 11,443.66 lakh as on March 31, 2026, 16,234.39 lakh as on March 31, 2025 and 10,026.64 lakh as on March 31, 2024.

Liquidity risk

Liquidity Risk is defined as the risk that the company will not be able to settle or meet its obligations on time or at reasonable price. The companys finance department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the companys net liquidity position through rolling forecast on the basis of expected cash flows.

Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and loan borrowings.

Our Company manages market risk through its Senior Management and the Audit Committee, which evaluates and exercises independent control over the entire process of market risk management. They recommend risk management objectives and policies, manage cash resources, implement hedging strategies for foreign currency exposures, borrowing strategies, and ensuring compliance with market risk limits and policies.

Interest rate risk

Interest rate risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to optimize the companys position with regards to the interest income and interest expenses and to manage the interest rate risk, treasury department performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.

Price risk

Investment Price Risk: The currency risk refers to the exchange rate risk, arising from the change in price of one currency in relation to another. We are not exposed to foreign currency transactions, hence there is no associated currency risk.

Auditor qualifications and emphasis of matter

Except as disclosed under "Risk Factor-Our Statutory Auditors have included certain emphasis of matter in the audit report for Fiscal 2025 and 2026. There can be no assurance that any similar emphasis of matters will not form part of our financial statements for the future fiscal periods, which could subject us to additional liabilities due to which our reputation and financial condition may be adversely affected." beginning on page 35 of this Red Herring Prospectus, there are no other emphasis of matter paragraphs in the Auditor’s Reports requiring specific disclosure.

Unusual or infrequent events or transactions

There have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance.

Known trends or uncertainties

Our business has been subject to significant economic changes arising from the trends identified above in

"Management’s Discussion and Analysis of Financial Condition and Results of Operations - Significant Factors Affecting our Financial Conditions and Results of Operations" above and the uncertainties described in "Risk Factors" on pages 425 and 26.

Future relationship between cost and revenue

Other than as described in "Risk Factors" and this section, there are no known factors that might affect the future relationship between cost and revenue.

Related party transactions

We have engaged in the past, and may engage in the future, in transactions with related parties. For details of our related party transactions, see "Restated Consolidated Financial Information Note- 44-Related Party Disclosures" on page 407.

Competitive conditions

We operate in a competitive environment. Please refer to "Risk Factors", "Industry Overview" and "Our Business" on pages 26, 158 and 254, respectively, for further information on our industry and competition.

Seasonality and cyclicality of business

Our business is not subject to seasonality.

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

Changes in revenue in the last three Fiscals, are as described in "Management’s Discussion and Analysis of Financial Condition and Results of Operations - Fiscal 2025 compared to Fiscal 2024" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations Fiscal 2024 compared to Fiscal 2023" above on pages 456 and 460, respectively.

Significant dependence on single or few customers

The table below outlines the contribution to our revenue from lease rentals of our top clients during the last three Fiscals:

	Fiscal 2026	Fiscal 2025	Fiscal 2024
Particulars	Revenue from operations (In lakh)	As a % of total revenue from operations	Revenue from operations (In lakh)	As a % of total revenue from operations	Revenue from operations (In lakh)	As a % of total revenue from operations
Revenue from our top customer*	8,425.13	23.06	5,787.54	20.96%	5,277.65	22.66%
Revenue from our top five customers*	22,389.33	61.29	13,595.06	49.24%	13,177.71	56.57%
Revenue from our top ten customers*	31,677.45	86.72	18,219.01	65.99%	17,557.98	75.38%

*References to ‘Customer’ are to customers in a particular Fiscal and does not refer to the same customers across all Fiscals.

New products or business segments

Except as disclosed in "Our Business" on page 254, and products or services that we announce in the ordinary course of business, we have not announced any new products or business segments.

Recent accounting pronouncements

As on the date of this Red Herring Prospectus, there are no recent accounting pronouncements, which, we believe, would have a material effect on our financial condition or results of operations.