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Yaap Digital Ltd Management Discussions

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Apr 2, 2026|05:30:00 AM

Yaap Digital Ltd Share Price Management Discussions

The following discussion is intended to convey managements perspective on our financial condition and results of operations for the Fiscals 2025, 2024 and 2023. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our Restated Consolidated Financial Information as of and for Fiscals 2025, 2024 and 2023, including the related annexures.

Unless otherwise indicated or context otherwise requires, the financial information for Fiscals 2025, 2024 and 2023, included herein is derived from the Restated Consolidated Financial Information, included in this Draft Red Herring Prospectus. For further information, see "Restated Consolidated Financial Information" and "Summary of Consolidated Financial Information" on pages 259 and 78.

Our Fiscal year ends on March 31 of each year. Accordingly, all references to a particular Fiscal are to the 12-month period ended March 31 of that year. Additionally, Unaudited Proforma Consolidated Financial Information have been prepared for Fiscal 2025 for illustrative purpose to show the effect of proposed acquisition by our Company through the Net Proceeds.

This discussion contains forward-looking statements that involve risks and uncertainties and reflects our current view with respect to future events and financial performance. Actual results may differ from those anticipated in these forward-looking statements as a result of factors such as those set forth under "Forward Looking Statements" and "Risk Factors" on pages 29 and 39, respectively.

Overview

We are a digital marketing, content, and technology services company, built for brands seeking meaningful connections with todays digital-first consumers. Through a unified model that blends creative storytelling, data-driven decision-making, and AI-powered marketing technologies, we offer an integrated suite of services including influencer marketing, content creation, performance marketing, UI/UX design, media buying, and marketing analytics.

As of the date, we operate across three countries, India, United Arab Emirates, and Singapore under the "YAAP" brand and its wholly-owned subsidiaries. We have employed over 100 employees and have been executing marketing campaigns for past nine years, covering sectors such as financial services, consumer goods, tourism, automotive, technology, healthcare, and government projects.

Indias advertising market has grown steadily from INR 650.28 Billion in CY 2019 to INR 1,020.97 Billion by CY 2024, reflecting a 9.4% CAGR. The market is expected to grow from INR 1,020.97 Billion in CY 2024 to INR 1,830.05 Billion by CY 2031, at a CAGR of 8.7%. The rise of AI-powered and immersive advertising solutions is set to shape the future landscape, ensuring sustained long-term growth for Indias advertising industry. Digital marketing involves the advertising of products, brands, or services using digital tools and internet media. It includes elements such as Social Media Marketing, Search Engine Optimization, Influencer Marketing, Pay-Per-Click Advertising, Content Marketing, UI/UX Design, Packaging Design, Brand Strategy and Identity, Performance Marketing and Brand Collaborations. Digital marketing accounted for the largest share of the advertising market at 45.68% in CY 2024, underscoring a fundamental shift in consumer engagement and marketing strategies. Indias digital marketing market has shown remarkable growth across various industry verticals from CY 2019 to CY 2024, with total revenue increasing from INR 156.07 Billion in 2019 to INR 466.41 Billion in CY 2024, driven by a strong CAGR of 24.48%. It is projected to grow significantly from INR 466.41 Billion in CY 2024 to INR 1,082.48 Billion by CY 2031, reflecting a robust CAGR of 12.8%. Among the leading contributors, FMCG remains the largest sector with a share of 32.99% in CY 2024, followed by E-Commerce at 20.80%, Consumer Durables at 5.27%, Pharmaceutical at 4.86%, Automotive at 4.74%, Telecom at 3.94%, Banking, Financial Services and Insurance (BFSI) at 3.44%, Real Estate at 2.66%, Education at 1.68%, Government at 1.64% and Others at 17.98%. The ongoing surge in internet penetration, social media adoption, and AI-driven marketing is expected to sustain this upward trajectory, making digital advertising a critical component of business growth in India. The key factors driving digital marketing in India include: increasing internet penetration and smartphone users in India, surge in video content consumption, multimedia and interactive content growth, youthful population, increasing demand for personalization & customer experience, growth of influencer marketing and strong branding design and identity. Short-form video (SFV) content has rapidly emerged as a dominant force in the digital landscape, particularly in India, transforming how users consume, create, and engage with media. Indian short-form video platforms generated approximately USD 90 100 million in advertising revenue in FY 2024. The market now engages around 250 million monthly active users. It is projected to expand at an annual rate of 40 45%, reaching an estimated value of USD 3 4 billion by FY 2029. Artificial Intelligence (AI) is transforming the digital marketing landscape. Marketers are leveraging AI-powered tools to analyse large volumes of consumer data, understand behaviour patterns, and deliver personalized content at scale. AI is optimizing campaign performance with minimal human intervention, ensuring faster turnaround and better ROI. Tools like chatbots and virtual assistants provide real-time customer support, improving user experience and retention. Generative AI models are being used to draft content, design creatives, and even script videos streamlining workflows and reducing production timelines. Digital marketing companies are also building their own intellectual property (IP) through branded events such as award shows, festivals, and industry conferences. These proprietary events serve as new, recurring revenue streams and often attract top brands, influencers, and decision-makers, allowing the host agency to position itself as a central player in the ecosystem while collecting valuable consumer and market insights. This shift from being a service provider to an IP-owning brand reflects a strategic evolution in how agencies capture value and grow sustainably. (Source: D&B Report)

Operating in the rapidly growing digital advertising and marketing services industry (Source: D&B Report), we are focused on meeting the evolving needs of modern businesses. Our business is structured around a fully digital model that focuses on modern marketing methods rather than traditional approaches. We offer services that bring together data, AI-based tools, and content to help clients manage their marketing needs. This approach enables businesses to work with a single provider instead of coordinating with multiple separate agencies.

Our work focuses on combining creativity, technology, and data into an integrated offering. Unlike traditional advertising agencies or digital firms that focus on a single area, we bring together storytelling, influencer activation, media buying, and analytics. This approach helps brands connect with their audiences and assess campaign performance.

Firstly, we differentiate our self by offering a unified solution across the digital marketing spectrum. In a market where brands often struggle with the complexity of managing multiple agency partners for different needs which are creative content, influencer outreach, paid media, UX design, hence to summarize we provide an end-to-end service model. Our clients benefit from a single point of accountability, faster campaign execution, integrated messaging, and consolidated performance reporting.

Secondly, having invested in building influencer management capabilities and creator relationships, we now manage a database of large number of influencers across sectors and geographies. This access enables us to execute large-scale, multi-category influencer campaigns with precision and at scale which proves to be a distinct advantage as brands increased investments into influencer-led content marketing strategies.

Thirdly, our content production capabilities are specifically designed for the mobile-first, short-format ecosystem. With in-house video production teams specializing in short videos, reels, and snackable content, we deliver platform-native creative assets across Instagram, YouTube, Snap, and emerging content platforms. This pace in content creation is critical to address the fast-paced content consumption habits of todays audiences.

Fourthly, our performance-driven approach ensures that every campaign is aligned with client KPIs from the start. Our ability to integrate performance media buying (using platforms like Google Ads, Meta Ads Manager, and DV360) with creative and influencer execution enables us to deliver marketing solutions that are not just engaging but also measurable in terms of reach, engagement, conversions, and ROI.

Finally, our geographical presence across India, UAE, and Singapore gives us access to some of the fastest-growing digital economies globally. We aim to further capitalize on the digital ad market expansion in the Middle East and Southeast Asia.

This strategic positioning, creative agility, influencer connect, content production scale, performance accountability, and regional reach, places us in a position to capture emerging opportunities in the fast-evolving digital marketing landscape.

Our key differentiator is best described by our philosophy: Were Built for Now. Our approach of bringing together data, technology, and content sets us apart from our peers - the perfect balance of creative and analytical thinking, to deliver quality content to the right people at the right place. With a young and short team, we are constantly at the forefront of new technology and innovation. Our biggest strength, however, lies in the diversity of our expertise of our people. Our 3D philosophy ventures into the full communication spectrum, from creation to amplification, helping us have a holistic outlook on any problem and the ability to create content-first, platform-specific solutions for brands. Being Built for Now means crafting solutions that are flexible, adaptive, and relevant in the present moment. "Built for Now" is more than a statement rather it is the philosophy that defines how we operate, create, and deliver value. We recognize that the digital landscape is in a constant state of fluctuation as platforms evolve, algorithms shift, formats change, and consumer attention is increasingly fragmented. In such an environment, brands dont just need creative agencies, they need responsive partners who can keep pace with real-time trends, rapidly shifting consumer behaviour, and emerging content ecosystems.

Thats what we are built for. Our teams are structured to respond quickly, whether its producing culturally relevant short-form video content overnight, optimizing live campaign performance by the hour, or building influencer-led activations that ride on viral conversations. Being Built for Now means we are agile in our thinking, platform-native in our execution, and driven by data to make decisions at the speed of culture. It enables us to help brands stay relevant, drive performance, and make meaningful connections with their audiences in the moment that matters most which is now. We try to leverage storytelling, design, influencer marketing, and analytics to help brands connect with their audiences in meaningful and speedy ways. We take efforts to push the boundaries of whats possible, ensuring our clients stay ahead of the competition.

In an ever-evolving digital world, we try to make sure brands remain connected, relevant, and primed for success.

Our business is fundamentally built on three tightly integrated pillars, Content, Data, and Technology, which together form the foundation of our strategy, operations, and client value proposition. These pillars are not standalone departments or service lines, but interdependent capabilities that work together to create a unified digital marketing ecosystem. They enable us to offer a comprehensive solution for brands that need to navigate the complexity of todays digital landscape, where consumers are mobile-first, attention is fragmented, and performance is non-negotiable. This forms the backbone of how we design, execute, and optimize every digital marketing engagement from ideation to impact.

Our Business operates on three core pillars that define its strategy and approach to digital marketing:

1. Data: The engine of Strategic Decision Making

2. Content: The Foundation for an Impact

3. Tech: Where Ideation meets Execution

For further details regarding our core pillars, please refer to "Overview Our Business" on page 189

We also offer UI/UX design and optimization services from designing customer journeys to improving landing page conversions. Another key investment has enabled our teams to collaborate on content production, feedback, legal compliance, and scheduling in a seamless manner through shared systems.

These three pillars, Data, Content, and Tech, work together to create a unified, impact-driven digital marketing ecosystem that helps brands stay ahead in the fast-evolving digital landscape.

We also believe that the global digital marketing landscape presents substantial untapped potential across both emerging and developed markets. Recognizing the need to expand capabilities and market reach, Yaap has strategically pursued inorganic growth opportunities. Over the years, we have successfully acquired companies namely, FFC Information Solutions Private Limited, Brand Planet Consultants India Private Limited, Yaap Digital FZE, Yaap Digital FZ LLC and Intnt Asia Pacific Pte. Ltd., converting them into wholly-owned subsidiaries. As part of our acquisition strategy, we have focused on retaining the founding teams and experienced veterans who bring valuable expertise and leadership to the group. For further details regarding our past acquisitions, please refer to "History and Certain Corporate Matters - Details regarding acquisition or divestment of Business or Undertakings" on page 230.

For further details regarding our subsidiaries, please refer to "History and Certain Corporate Matters - Our Subsidiaries" on page 232.

We operate under a unified business model, offering an end-to-end range of services across industries like BFSI, travel and tourism, FMCG, retail, government, and healthcare. Since our founding in 2016, we have consistently expanded our capabilities and market presence through a stable and well-planned growth trajectory which involved inorganic as well as organic growth strategies. Starting with a small core team, we built a full-service digital marketing organization by enhancing our offerings, investing in talent, and entering new geographies. Over time, we broadened our services beyond content and social media to include influencer marketing, performance media, UI/UX design, and AI-driven analytics, allowing us to cater to a wider range of clients across multiple sectors. Our expansion into international markets, the establishment of regional offices, and the integration of technology across all operations reflect our commitment to long-term value creation. Each phase of our growth has been marked by strategic milestones from on boarding clients and strengthening our execution capabilities to building a strong internal culture and expanding globally.

With over nine years of experience, we have consistently evolved, building strong market insights and adapting proactively to global digital trends because of this, over the years, we have been recognized for our creative excellence, data-driven execution, and impactful brand collaborations. Our campaigns have won various awards across leading marketing platforms and industry forums, including recognitions. These acknowledgments reflect our commitment to delivering innovative, performance-oriented marketing solutions that resonate with audiences and deliver tangible business results for our clients. Some of the few awards that we received are Foxglove Awards, Brand Equity Digi plus Awards, Indian Content & Marketing Awards, E4M Maverick Awards, etc. For further details, please see "History and Certain Corporate Matters - Awards, Accreditations or Recognition" on page 229.

A list of key operating and financial metrics for the Fiscals 2025, 2024 and 2023 as per Restated Consolidated Financial Information is set out below:

a) Key financial indicators

Indicator March 31, 2025 March 31, 2024 March 31, 2023
Revenue from Operations (Rs. in Lakhs) (1) 15,254.49 11,254.65 7,757.93
- Public Sector (Rs. in Lakhs) 11,709.27 9,149.99 5,991.68
- Private Sector (Rs. in Lakhs) 3,545.22 1,834.67 1,766.25
EBITDA (Rs. in Lakhs) (2) 1,564.99 597.84 (69.97)
EBITDA Margin (%) (3) 10.26% 5.31% (0.90%)
PAT (Rs. in Lakhs) (4) 1,193.24 250.66 (259.89)
PAT Margin (%) (5) 7.82% 2.23% (3.35%)
Return on equity (%) (6) 74.11% 29.23% (31.06%)
Return on capital employed (%) (7) 45.07% 21.55% (1.71%)
Debt-Equity Ratio (times) (8) 1.02 2.29 2.74
Trade Receivables (days) (9) 61 36 65
Trade Payables (days) (10) 97 64 78
Working Capital Cycle (days) (11) (37) (28) (13)

Notes:

(1) Revenue from operations is calculated as revenue from sale of services.

(2) EBITDA is calculated as restated profit before tax, extraordinary and exceptional items plus finance costs, depreciation and amortization expense minus other income. (3) EBITDA margin is calculated as a percentage of EBITDA divided by revenue from operations. (4) PAT represents total profit after tax for the year/period. (5) PAT margin is calculated as a percentage of PAT divided by revenue from operations.

(6) Return on Equity (ROE%) is calculated as a percentage of PAT divided by average total equity at the end of the year /period, whereas total equity is calculated as average of opening equity share capital and reserves and surplus and closing of equity share capital and reserves and surplus. (7) Return on Capital Employed (ROCE%) is calculated as a percentage of EBIT divided by average capital employed at the end of the year /period, whereas average capital employed is calculated as average of opening capital employed and closing capital employed. EBIT is calculated as restated profit before tax plus finance costs minus other income. Capital employed is calculated as total equity minus DTA plus DTL, long term borrowings and short-term borrowings. (8) Debt to Equity ratio is calculated as total borrowings divided by total equity. (9) Trade Receivables (days) is calculated as average trade receivables divided by revenue from operations multiplied by 365. Average trade receivables are calculated as average of opening trade receivables and closing trade receivables. (10) Trade Payables (days) is calculated as average trade payables divided by Direct Expenses multiplied by 365. Average trade payables is calculated as average of opening trade payables and closing trade payables. (11) Working capital cycle (days) is calculated trade receivables days minus trade payables days.

b) Key operational indicators

Indicator March 31, 2025 March 31, 2024 March 31, 2023
No. of clients 93 142 100
No. of clients in Private Sector (1) 82 135 93
No. of clients in Public Sector (2) 11 7 7
No. of Repeated Clients (3) 47 39 25

 

Indicator March 31, 2025 March 31, 2024 March 31, 2023
% of Repeated Clients (4) 33.10% 39.00% 43.10%
Revenue from Repeated Clients (Rs. in Lakhs) 13,225.16 9,613.20 6,197.35
% of Revenue from Repeated Clients (5) 86.70% 85.42% 79.88%
No. of Campaigns Executed
- Design 30+ 25+ 22+
- Discovery 100+ 80+ 65+
- Distribution 120+ 110+ 110+
No. of Content Creators engaged 3000+ 2200+ 1900+
No. of Digital Platforms used 6 6 6
Pitch Strike Rate (%) (6) 65% 52% 50%

Notes:

1. Private Sector refers to majority ownership of the organisation with private shareholders.

2. Public Sector refers to majority ownership of the organisation and/or control by Government.

3. Repeat clients data for Fiscal 2025, Fiscal 2024 and Fiscal 2023 means clients to whom services were provided by us in the previous respective periods, i.e., Fiscal 2024, Fiscal 2023 and Fiscal 2022 respectively.

4. % of Repeated Clients is calculated as No. Repeated Clients divided by No. of Clients in the previous Fiscal year *100.

5. % of Revenue from Repeated Clients is calculated as Revenue from Repeated Clients divided by Revenue from Operations *100.

6. Pitch Strike rate is calculated as the No. of Actual clients divided by No. of Potential clients to whom we approached to convert them into our clients.

Significant factors affecting our Financial Condition and Results of Operations

Our business and results of operations have been affected by a number of important factors that we believe will continue to affect our business and results of operations in the future. These factors include the following:

Ability to retain and increase revenue contributed by existing clients and establish new client relationships

Our revenues and continued growth are dependent upon (i) the renewal and expansion of, and the integration of our other services into, our existing arrangements with our clients and (ii) our ability to establish new client relationships.

Existing client relationships

We have catered to over 300 client organisations over the years and 86.70% of our revenue for the Fiscal 2025 and 85.42% of our revenue for the Fiscal 2024 were from repeat clients with reference to the last Fiscal. Our diversified client base is spread pan-India and abroad and our clients are active across various industries.

Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations (Rs. in Lakhs) 15,254.49 11,254.65 7,757.93
Revenue from Repeat Customers (Rs. in Lakhs) 13,225.16 9,613.20 6,197.35
Revenue share - from Repeat Customers (%) 86.70% 85.42% 79.88%

Note: Repeat customer data for Fiscal 2025, Fiscal 2024 and Fiscal 2023 means customers to whom services were provided by us in the previous respective periods, i.e., Fiscal 2024, Fiscal 2023 and Fiscal 2022 respectively. As certified by M/s. Shweta Jain & Co LLP, Chartered Accountants, by way of their certificate dated August 20, 2025

Our core strategy is to continue building long-term relationships with our clients. Our marketing communications strategy coupled with efforts to increase client engagement helps us in client retention.

New client relationships

A key factor impacting the increase in our revenue from operations is our ability to successfully identify new clients and establish relationships with them. By leveraging the experience and credibility that we have gained through our relationships with clients across multiple industries and business verticals, we aim to make further inroads into such industries with a focus on scaling the models implemented for our existing clients.

Integrated service offerings

Depending on our clients needs, we leverage our interrelated and complementary business segments to provide support to our clients, in one or multiple aspects of the media and marketing value chain. As our clients increase their demands for marketing effectiveness and efficiency, they are likely to consolidate their marketing services requirements within one integrated service provider. Our engagement with a client typically starts with one or more of our sub-segments and with successful and satisfactory delivery, we strive to broaden our offerings, to cover additional business sub-segments over a period of time. With our integrated services model and digital capabilities, we are also able to provide solutions and products that are more focused on analytics and insights, such as data architecture consulting, quantitative and qualitative studies for consumer insights and MarTech offerings.

Sectoral diversification among clients and impact of changes in trends, technologies and preferences in such sectors

Our pan-Indian client base is diverse and covers leading brands across multiple sectors and industry verticals. Our clients are primarily engaged in the following industries, i) Banking, Financial Services and Insurance ("BFSI"), (ii) Travel and Tourism (iiI) Fast-Moving Consumer Goods ("FMCG"), (iv) Media & Marketing Agencies, (v) Lifestyle, (vi) Technology, (vii) Healthcare and (viii) Others.

The table below sets out the revenue contribution of each of these sectors as a percentage of our net revenue in the Fiscals 2025, 2024 and 2023, respectively:

Sectors Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Operations (Rs. in Lakhs) % of Revenue from Operations Revenue from Operations (Rs. in Lakhs) % of Revenue from Operations Revenue from Operations (Rs. in Lakhs) % of Revenue from Operations
BFSI 10,463.44 68.59% 8,648.61 76.84% 5,201.59 67.05%
Travel and Tourism 1,049.38 6.88% 717.57 6.38% 55.09 0.71%
FMCG 820.25 5.38% 143.96 1.28% 26.35 0.34%
Media & Marketing 792.51 5.20% 325.75 2.89% 290.33 3.74%
Agencies
Lifestyle 486.54 3.19% 386.72 3.44% 335.67 4.33%
Technology 421.40 2.76% 364.84 3.24% 1,079.69 13.92%
Healthcare 273.78 1.79% 169.72 1.51% 348.62 4.49%
Others 947.18 6.21% 498.68 4.43% 420.59 5.42%
Total 15,254.49 100.00% 11,254.65 100.00% 7,757.93 100.00%

Note: The top sectors have been identified based on revenue share contribution for the fiscal ended March 31, 2025 As certified by M/s. Shweta Jain & Co LLP, Chartered Accountants, by way of their certificate dated August 20, 2025

Changes in industry trends, competitive technologies or consumer preferences specifically in relation to the abovementioned sectors, may impact our results of operations. The success of our business depends upon our domain expertise and ability to anticipate and identify changes in industry trends, consumer preferences and technology in relation to the above-mentioned sectors. Demand for our services, and in turn our revenues, depend on the growth of the key sectors in which our clients operate. Further, our clients growth / revenues impact their marketing strategy, budget and expenditure, which in turn impacts demand for our services. For instance, if the sectors in which our clients operate do not grow or exhibit demand in line with our clients projections, our clients may not launch new products or offerings and consequently may reduce their spend on marketing / publicity. Accordingly, our results of operations could be sensitive to any factors adversely impacting our clients in such sectors, including but not limited to competition, regulatory action and pricing pressures.

Ability to recruit, train, and retain qualified professionals and manage manpower costs

Our success is highly dependent on our ability to recruit, train, motivate, and retain qualified professionals across creative, technology, data, and client servicing roles. The effectiveness of our delivery model, timely execution of campaigns, and our ability to scale operations for existing and new clients hinges upon the quality, expertise, and productivity of our talent pool.

As of June 30, 2025, we employed approximately 120 professionals across India, UAE, and Singapore. Our employee benefit expenses constitute a significant component of our total costs, reflecting the human capital-intensive nature of digital marketing, content creation, influencer management, performance marketing, and platform operations. The employee benefit expenses for Fiscal 2025, 2024, and 2023 were 2,129.39 lakhs, 2,200.18 lakhs, and 1,982.02 lakhs, representing 15.76%, 20.29%, and 24.87% of our total expenses, respectively. These expenses have increased in line with our expanded operations, addition of new service lines such as AI-led content production, and investments in technology-enabled talent capabilities.

We conduct training, leadership development, and employee engagement programs designed to enhance domain expertise, creative thinking, and technological proficiency. Our programs include platform certification courses, AI tool training, cultural fluency sessions, performance optimization workshops, and leadership mentoring, alongside employee wellness and team-building activities to promote a collaborative and innovative work culture. These initiatives are conducted regularly across levels to ensure our teams remain agile, skilled, and motivated to deliver solutions aligned with evolving client needs and market trends.

Employee costs vary based on skillset, location, and the nature of services delivered. For instance, costs associated with AI content strategists, platform specialists, and performance media planners are higher relative to general account management staff, given the premium on specialized talent. We continuously focus on managing manpower costs efficiently through optimal resource utilization, skill-based deployment across projects, and targeted upskilling to increase productivity per employee.

We aim to maintain a lean yet capable team structure, ensuring efficient delivery of high-quality services while managing overheads. Our strategic focus remains on retaining top talent through competitive compensation, robust performance appraisal frameworks, and providing opportunities for career advancement in a fast-evolving digital ecosystem.

Competing Effectively Against Current and Future Competitors

The Digital Marketing industry is rapidly evolving and intensely competitive, with businesses primarily competing on parameters such as campaign effectiveness, data-driven targeting, pricing models, and turnaround times. To stay relevant, we consistently invest in strengthening our capabilities across performance marketing, programmatic advertising, content creation, and influencer engagement. As consumer behaviour shifts toward digital platforms, advertisers are increasingly seeking personalized, measurable, and Omni channel strategies to optimize reach and ROI. This transformation has led to the adoption of advanced tools such as AI-driven analytics, customer data platforms (CDPs), automated ad-buying engines, and dynamic creative optimization (DCO). These advancements are redefining digital marketing by enabling real-time campaign adjustments, granular targeting, and higher engagement. In this dynamic landscape, it is imperative for us to align with emerging trends, enhance our technological infrastructure, and refine our service offerings. Inability to adapt or innovate in line with client expectations and market shifts could impact our competitive position and overall business performance. We face competition from domestic and multinational companies operating in the advertising and marketing services industry. Therefore, we consider the following service providers as our competitors:

R K Swamy Limited, an Indian integrated marketing services provider, was incorporated in 1973 and has gradually expanded its footprint across major Indian cities, establishing 12 offices. Headquartered in Chennai, its service offerings include integrated marketing communications, customer data analytics and marketing technology and full-service market research catering to a broad set of industry sectors, including Banking, Financial Services, and Insurance (BFSI), Automotive, FMCG, Consumer Durables, Retail and e-commerce. It has received awards such as "Agency of the Year - Creative" at MADDYS 2022 and a Gold for "Customer Experience - Effectiveness" at the Global Customer Engagement

Awards 2022.

Affle 3i Limited is a technology company that operates in the digital advertising and marketing sector and is headquartered in Gurugram, Haryana. It primarily offers mobile advertising solutions across multiple regions including India, Southeast Asia, the Middle East, Africa, North America, and other global markets. The companys operations are structured around its proprietary platforms that combine advertising technology, consumer intelligence, and digital transformation solutions. It serves a wide range of industries, from e-commerce and fintech to healthcare and government services and combines platform innovation with region-specific execution strategies. Its integrated approach to user acquisition, re-engagement, and transaction-focused advertising supports clients in improving customer interaction and business outcomes through mobile and digital channels.

Schbang Digital Solutions Private Limited is a marketing and business solutions company headquartered in Mumbai, Maharashtra. Established in 2015, it offers integrated services across creative, technology, and media functions. It has grown its presence in India and has expanded internationally to London, Dubai, and Amsterdam. It provides services through its various divisions which includes Brand Solutions (social media management, content creation and marketing and film production and photography), Tech Solutions (website and app development and marketing technology), Media Solutions (performance media and influencer marketing) and Research Solutions (market research). It serves sectors such as FMCG, automotive, technology and healthcare.

SoCheers Infotech Private Limited is a digital-first creative agency headquartered in Mumbai, India, with an office in Bengaluru. It offers integrated marketing solutions that blend creativity with technology. It offers a wide range of services including social media marketing, influencer and outreach campaigns, content creation and production, design services, media planning and campaign execution and data analytics, social listening and insights. Serving industries like entertainment and media, technology, retail and consumer brands, healthcare and wellness and education and startups, it works closely with brands to co-create campaigns that reflect both business needs and market trends.

White Rivers Media Solutions LLP is a Mumbai-based independent digital marketing agency founded in 2012. Over the years, it has worked across sectors such as entertainment, FMCG, e-commerce, automotive, and technology. It has worked extensively with brands launching digital-first campaigns and content marketing strategies, often in collaboration with influencers, content platforms, and emerging technologies. It provides a range of services including digital strategy, content creation, social media management, influencer marketing, media planning and buying, search engine optimization, pay-per-click advertising, web and app development and analytics. It understands client needs and tailors solutions to meet specific business objectives and market dynamics.

DViO Digital Private Limited was established in 2011 and is headquartered in Pune, India. It also operates from Mumbai, Hyderabad, Middle East and Southeast Asia. It has also developed supporting business units such as DViO One (a consolidated marketing analytics platform), DViO Leap (focused on AI-based marketing solutions), and DViO Academy (a training initiative for professionals in digital marketing and technology). It works with clients from industries including healthcare, automotive, consumer goods, education, and entertainment and offers a range of services including brand strategies, creative content, immersive environments, growth marketing, data analytics and AI models and web 3 marketing.

Grapes Digital Private Limited, is a digital-first marketing and communications agency headquartered in New Delhi, India. Founded in 2009, the company has grown to offer diverse set of services spanning creative communication, technology-driven solutions, media planning and buying, performance marketing, and public relations with a presence in both New Delhi and Mumbai. It provides a comprehensive suite of services including branding, content creation, AI-enhanced design, SEO, app and website development, IoT integration, programmatic media, analytics, public relations and reputation management and serves a diverse clientele across multiple industries, including entertainment, e-commerce, FMCG, technology and automotive. (Source: D&B Report)

Many of these competitors have longer operating histories, larger client bases, greater financial resources, and wider brand recognition than us. They may be able to invest more aggressively in talent acquisition, proprietary tools, AI platforms, and geographical expansion. They may also have greater negotiating power with media partners, content platforms, and top-tier influencers, enabling them to deliver services at lower costs or with enhanced reach.

To remain competitive, we continuously invest in strengthening our value proposition through:

Integrated service offerings combining data, content, and technology to reduce client dependency on multiple agencies.

Early adoption of AI tools and automation workflows for content production, performance optimization, and personalization at scale.

Building a differentiated influencer ecosystem with access to nano, micro, macro, and celebrity influencers across geographies and categories.

Strengthening creative capabilities with platform-native storytelling, design, and video-first content production.

Expanding strategic partnerships and M&A to enhance technological capabilities, market footprint, and service bouquet.

Retaining top talent through structured learning, growth opportunities, and performance-linked incentives to deliver innovative solutions with agility.

We believe our "Built for Now" philosophy, agile operational model, strong leadership team, and focused investments in AI-enabled marketing will enable us to maintain a competitive edge and capture emerging growth opportunities in the dynamic digital marketing landscape.

Significant Accounting Policies and Significant Judgments and Estimates

The preparation of our financial statements in conformity with Indian GAAP requires management to make estimates, assumptions, and judgements that affect the reported amounts of assets, liabilities, revenues, and expenses during the reporting periods. While these estimates and assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, actual results may differ from those estimates. Any revisions to accounting estimates are recognised prospectively in the period in which the results are known. We consider an accounting policy to be critical if it requires management to make assumptions that are highly uncertain at the time the judgement is made, and where different estimates could reasonably have a material impact on our financial condition or results of operations.

Our significant accounting policies, as per our restated consolidated financial information, are as follows:

a) Basis of Preparation of Financial Statements

The restated consolidated statement of assets and liabilities of the Company as at March 31, 2025, March 31, 2024 and March 31, 2023, the restated consolidated statement of profits and loss for the year ended March 31, 2025, March 31, 2024 and period ended March 31, 2023 and cash flows for the year ended March 31, 2025, March 31, 2024 and period ended March 31, 2023 (herein collectively referred to as ("Restated Consolidated Financial Information") have been compiled by the management from the audited Consolidated Financial Statements of the Company for the year ended on March 31, 2025, March 31, 2024 and period ended March 31, 2023 approved by the Board of Directors of the Company. Restated Consolidated Financial Information have been prepared to comply in all material respects with the provisions of Part I of Chapter III of the Companies Act, 2013 (the Act) read with Companies (Prospectus and Allotment of Securities) Rules, 2014, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018

("ICDR Regulations") issued by Securities and Exchange Board of India (SEBI) and Guidance note on Reports in Companies Prospectuses (Revised 2019) ("Guidance Note"). Restated consolidated financial information have been prepared specifically for inclusion in the Draft Red Herring Prospectus (DRHP) to be filed by the Company with the National Stock Exchange (NSE Emerge) in connection with its proposed Small and Medium Enterprise Initial Public

Offer (SME IPO). The Companys management has recast the Financial Statements in the form required by Schedule III of the Companies Act, 2013 for the purpose of restated consolidated financial information.

The restated consolidated financial information has been prepared and presented under historical cost convention on the accrual basis of accounting in accordance with the Generally Accepted Accounting Principles in India ("GAAP") and comply with the mandatory Accounting Standards ("AS") specified under section 133 of the Companies Act 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act 2013 (the Act). The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year. Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted accounting principles in India.

All assets and liabilities have been classified as current or non-current as per the Companys normal operating cycle and other criteria set out in Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realization in cash and cash equivalents, the Company has determined its operating cycle as twelve months for the purpose of current non-current classification of assets and liabilities.

The restated consolidated financial information has been prepared by the management to comply in all material respects with the requirements of:

a) Section 26 of Part I of Chapter III of the Act, 2013; b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (""ICDR Regulations""); and c) 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").

The restated consolidated financial information are presented in Indian Rupee (INR) & all the amounts included in the restated consolidated financial information have been rounded off to the nearest lakhs, as required by General instructions for preparation of Financial Statements in Division I of Schedule III of the Companies Act, 2013, except number of shares, face value of shares, earning per shares, or wherever otherwise stated.

b) Use of Estimates

The preparation and presentation of Financial Statements in conformity with the Indian GAAP, requires the management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities, at the end of reporting period. Although these estimates are based on managements best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

c) Going concern accounting assumption

The company is normally viewed as a going concern, that is, as continuing in operation for the foreseeable future. lt is assumed that the enterprise has neither the intention nor the necessity of liquidation or of curtailing materially the scale of the operations.

d) Revenue Recognition

Revenue is recognised to the extent it is probable that economic benefits will flow to the Company and the revenue can be reliably measured. Revenue from operations is recognised as and when services are rendered in accordance with the terms of contracts with customers. Revenue invoiced in advance is recorded as advance revenue billed under current liabilities and recognised in the year in which services are performed. Interest income is recognised on a time proportion basis taking into account the amount outstanding and applicable interest rates.

e) Property, Plant and Equipment

Tangible assets

PPE are stated at cost less accumulated depreciation and impairment losses, if any. Cost includes purchase price and directly attributable costs to bring the asset to its working condition for intended use.

Intangible Assets

Intangible assets, mainly comprising computer software, are stated at cost less accumulated amortisation and impairment losses. These are amortised on a straight-line basis over an estimated useful life of 5 years. f) Depreciation

Depreciation is provided on a straight-line basis over the estimated useful lives as per Schedule II of the Companies Act,

2013 or based on managements assessment of useful life:

Particulars Useful Life
Computers & Printers 3 years
Office Equipment 5 years
Vehicles 8 years
Furniture 10 years

Depreciation is calculated pro-rata from the date assets are ready for use.

g) Impairment of Assets

The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the assets net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital.

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

A previously recognised impairment loss is increased or reversed depending on changes in circumstances. However, the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment . h) Investments

Investments, which are readily realizable and intended to be held for not more than one year from the date on which investments are made, are classified as current investments. All other investments are classified as long term investments. On initial recognition, all investments are measured at cost. Cost comprises of purchase price and directly attributable acquisition charges such as brokerage, fees and duties.

i) Employee Benefits

Employee benefit liabilities such as salaries, wages and bonus, etc. that are expected to be settled wholly within twelve months after the end of the reporting period in which the employees render the related service are recognized in respect of employees services up to the end of the reporting period and are measured at an undiscounted amount expected to be paid when the liabilities are settled. Gratuity has been calculated based on date of joining for all the employees.

Post retirement employee benefits

Defined contribution plans:

Defined contribution plans are employee state insurance scheme and government administered pension fund scheme for all applicable employees and superannuation scheme for eligible employees. Retirement benefits in the form of contribution to provident fund are defined contribution plans. The Companys contribution to defined contribution plans is recognized in the restated statement of profit and loss in the financial year to which they relate.

Defined benefit plans:

Defined benefit plans are the plans for which the benefits has been defined for the eligible employees which are meant to be paid to then at the time of retirement. The company operates defined benefit plan viz., gratuity. The costs of providing benefits under this plan are determined on the basis of actuarial valuation at each year-end. Actuarial valuation is carried out for the plan using the projected unit credit method.

Defined benefit costs are comprised of:

(i) Service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements); (ii) Interest expense; and

(iii) Re-measurement.

j) Employee Stock Option Plan (ESOP)

Under the ESOP 2016 policy, equity shares are issued to employees at par value through Yaap Employee Welfare Trust. The difference between fair value and issue price is recognised as additional perquisite forming part of employee benefit expense and credited to securities premium.

k) Foreign Currency Transactions

Foreign Currency transactions are accounted for at the rate of exchange prevailing at the date of the transaction.

Exchange differences, if any, arising out of transactions settled during the year are recognized in the Profit and Loss Account. Monetary assets and liabilities denominated in foreign currencies as at the balance sheet date are translated at the closing exchange rate. The exchange differences, if any, are recognized in the statement of profit and loss and related assets and liabilities are accordingly restated in the balance sheet.

l) Borrowing Costs

Borrowing costs directly attributable to acquisition or construction of qualifying assets are capitalised. Other borrowing costs are recognised as expenses in the period in which they are incurred.

m) Segment Reporting

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the chief operating decision maker to make decision about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available. The Company at present is engaged in the business of advertising which constitutes a single business segment. In view of above the primary and secondary reporting disclosures for business / geographical segment as envisaged in AS 17 are not applicable to the company.

n) Taxes on Income

Income tax is accrued in accordance with Accounting Standard 22 ‘Accounting for Taxes on Income issued by the ICAI, which includes Current and Deferred Taxes.

Income tax comprises the current tax provision and the net change in the deferred tax asset or liability in the year. Current income-tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income Tax Act, 1961 enacted in India and tax laws prevailing in the respective tax jurisdictions where the company operates. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Deferred tax assets and liabilities are recognized for the future tax consequences of timing differences between the carrying values of the assets and liabilities and their respective tax bases. Deferred tax assets are recognized and carried forward to the extent that there is reasonable / virtual certainty (as applicable) that sufficient future taxable income will be available against which such deferred tax asset can be realized. Deferred tax assets and liabilities are measured using substantively enacted tax rates applicable on the balance sheet date. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the income statement in the period of enactment of the change.

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

o) Provisions, Contingent Liabilities, and Contingent Assets

Provisions are recognised for present obligations arising from past events where a reliable estimate can be made. Contingent liabilities are disclosed unless the possibility of an outflow of resources is remote. Contingent assets are neither recognised nor disclosed.

p) Cash and Cash Equivalents

Cash and cash equivalents comprise cash on hand, bank balances, and short-term investments with original maturities of three months or less that are readily convertible into cash.

q) Earnings per Share

Basic earnings per share are computed by dividing net profit attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. Diluted EPS is calculated after considering the impact of dilutive potential equity shares.

r) Notes on accounts as restated

The financial statements including financial information have been reworked, regrouped, and reclassified wherever considered appropriate to comply with the same. As result of these regroupings and adjustments, the amount reported in financial statements/ information may not be necessarily same as those appearing in the respective audited financial statements for the relevant period/years.

Credit and Debit balances of unsecured loans, sundry creditors, sundry Debtors, loans and Advances are subject to confirmation and therefore the effect of the same on profit could not be ascertained.

Segment Information

There is no reportable segment identified on the basis of which segment information is required to be disclosed.

Information about Revenue Split by Geographical Area

(Rs. in lakhs)

FY 2024-2025 FY 2023-2024 FY 2022-2023
Particulars Revenue from Operations % of Total Revenue from Operations Revenue from Operations % of Total Revenue from Operations Revenue from Operations % of Total Revenue from Operations
Maharashtra 11,109.65 72.83% 8,636.37 76.73% 5,296.92 68.28%
Haryana 989.26 6.49% 425.50 3.78% 310.57 4.00%
Karnataka 273.11 1.79% 38.20 0.34% 113.73 1.47%
Delhi 301.88 1.98% 380.75 3.38% 913.06 11.77%
Meghalaya 53.89 0.35% 45.60 0.41% 55.09 0.71%
Other States (1) 63.59 0.42% 65.26 0.58% 73.07 0.94%
United Arab Emirates 2,437.04 15.98% 1,601.93 14.23% 892.75 11.51%
(UAE) (2)
Singapore (2) 17.54 0.11% 14.77 0.13% 1.00 0.01%
Export Services (3) 8.52 0.06% 47.46 0.42% 101.74 1.31%
Total 15,254.49 100% 11,254.65 100% 7,757.93 100%

*As certified by M/s Shweta Jain & Co LLP. Chartered Accountants, by way of their certificate dated August 20, 2025. Note:

1. Other States includes Andhra Pradesh, Chandigarh, Chennai, Gujarat, Madhya Pradesh, Punjab, Rajasthan, Tamil Nadu, Telangana, Uttar Pradesh and West Bengal. 2. Services given by Foreign Subsidiaries to Clients in their respective Countries is considered under Revenue from Domestic Services.

3. Revenue from Export Services includes only the Exports made by our company and its Indian Subsidiaries and includes clients from UAE and Singapore.

Key Components of Assets and Liabilities

Fiscal 2025 compared to Fiscal 2024

Long-Term Borrowings

Long-term borrowings from related parties increased by 220.53 lakhs, i.e., 14.65%, from 1,499.46 lakhs in Fiscal 2024 to 1,719.99 lakhs in Fiscal 2025. This increase is primarily attributable to the accrual of interest on existing unsecured loans from related parties during the fiscal year and additional borrowings during the year for purchase of Motor Car.

Short -Term Borrowings

Short-term borrowings decreased by 215.08 lakhs, i.e., 27.76%, from 774.69 in Fiscal 2024 to 559.61 lakhs in Fiscal 2025. The decrease is primarily on account of repayment of certain short-term loans and a reduction in utilisation of overdraft limits, partially offset by a new vehicle loan availed during the year.

Loans and Advances

Loans and advances increased by 27.10 lakhs, i.e., 752.78%, from 3.60 lakhs in Fiscal 2024 to 30.70 lakhs in Fiscal

2025. This increase is primarily due to higher staff advances and additional security deposits made during the year.

Trade Payables

Trade payables increased by 2,403.13 lakhs, i.e., 98.07%, from 2,450.09 lakhs as at March 31, 2024 to 4,853.22 lakhs as at March 31, 2025. The increase is primarily on account of higher direct expenses and increased volume of vendor engagements during the year, in line with overall business growth.

Trade Receivables

Trade receivables increased by 3,047.34 lakhs, i.e., 299.30%, from 1,018.01 lakhs in Fiscal 2024 to 4,065.35 lakhs in

Fiscal 2025. This significant increase is primarily attributable to higher sales volumes during the fiscal year and an extended credit cycle offered to select clients in line with the Companys strategy to strengthen long-term customer relationships. The rise also reflects an increase in outstanding dues from both new and existing clients, including balances outstanding for more than six months.

Contingent Liability

Contingent liabilities decreased by 7.95 lakhs, i.e., 48.42%, from 16.42 lakhs in Fiscal, 2024 to 8.47 lakhs in Fiscal,

2025. This decrease is primarily on account of a reduction in the outstanding bank guarantee issued by the Company in respect of the working capital loan availed by its overseas subsidiary. The decline reflects the partial release of the guarantee exposure during the year.

Fiscal 2024 compared to Fiscal 2023

Long-Term Borrowings

Long-term borrowings from related parties increased by 98.39 lakhs, i.e., 7.02%, from 1,401.07 lakhs in Fiscal 2023 to 1,499.46 lakhs in Fiscal 2024. This increase is primarily attributable to the accrual of interest on existing unsecured loans from related parties during the year.

Short-Term Borrowings

Short-term borrowings increased by 204.66 lakhs, i.e., 35.91%, from 570.03 lakhs in Fiscal 2023 to 774.69 lakhs in

Fiscal 2024. The increase is primarily due to higher utilisation of overdraft limits and short-term funding requirements during the fiscal.

Loans and Advances

Loans and advances decreased by 4.67 lakhs, i.e., 56.47%, from 8.27 lakhs in Fiscal 2023 to 3.60 lakhs in Fiscal 2024.

This decrease is primarily due to recovery of staff advances and lower deposit placements during the year.

Trade Payables

Trade payables increased by 1,173.99 lakhs, i.e., 91.99%, from 1,276.10 lakhs as at March 31, 2023 to 2,450.09 lakhs as at March 31, 2024. The increase is primarily on account of higher service-related expenses and increased vendor engagement aligned with the Companys operational expansion.

Trade Receivables

Trade receivables increased by 629.60 lakhs, i.e., 162.07%, from 388.41 lakhs in Fiscal 2023 to 1,018.01 lakhs in

Fiscal 2024. This increase is primarily driven by growth in revenue and an extended credit cycle provided to certain clients in line with commercial terms.

Contingent Liability

Contingent liabilities decreased by 7.90 lakhs, i.e., 32.48%, from 24.32 lakhs in Fiscal 2023 to 16.42 lakhs in Fiscal

2024. This decline is due to partial release of the bank guarantee issued by the Company in respect of a facility availed by its overseas subsidiary.

Key Components of Income and Expenses

We report our income and expenditure in the following manner:

Total Income

Our total income comprises of revenue from operations and other income.

Revenue from operations: consists primarily of revenue from digital marketing services including influencer marketing, content production, performance marketing, UI/UX design, media buying, and analytics. Revenue is recognised as services are rendered, based on client contracts, milestones, or campaign completions. This is directly linked to the demand for advertising space and the volume of campaigns executed across different locations and formats.

Other income: currently consists of interest received on bank deposits, forex gain/loss (if any), or miscellaneous income.

Total Expenses

Our total expenses comprise of direct expense, employee benefits expenses, finance costs, depreciation and amortization expenses, and admin & other expenses.

Direct expense: include subcontracting and partner costs, campaign execution costs, production costs, content and platform subscriptions, and technology-related outsourcing expenses.

Employee benefits expenses: comprises of salaries, wages & bonus, directors remuneration, contribution to provident fund & other funds, gratuity expenses, ESOP expenses, and staff welfare expenses.

Finance costs: currently consists of interest expenses on loans, borrowings, and bank charges.

Depreciation and Amortization Expenses: includes depreciation on property, plant and equipment and amortization of intangible assets such as software licenses.

Admin and Other Expenses: majorly comprise rent, legal and professional fees, travelling expenses, marketing expenses, and other administrative costs, etc.

Our Results of Operations

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

Particulars Fiscals
2025 2024 2023
( in Lakhs) (% of total income) ( in Lakhs) (% of total income) (Rs. in Lakhs) (% of total income)
Income
Revenue from Operations 15,254.49 98.80% 11,254.65 99.55% 7,757.93 99.40%
Other income 185.16 1.20% 51.40 0.45% 46.50 0.60%
Total Income 13,901.78 100.00% 11,306.05 100.00% 7,804.43 100.00%
Expenses
Direct expense 10,238.96 66.32% 7,446.50 65.86% 4,650.39 59.59%
Employees Benefit Expenses 2,191.39 14.19% 2,200.18 19..46% 1,982.02 25.40%
Finance Costs 159.08 1.03% 159.89 1.41% 123.22 1.58%
Depreciation and Amortization 31.82 0.21% 24.51 0.22% 19.07 0.24%
Admin and Other expenses 1,259.15 8.16% 1,010.13 8.93% 1,195.48 15.32%
Total Expenses 13,880.40 89.90% 10,841.21 95.89% 7,970.19 102.12%
Restated profit / (loss) before tax 1,559.25 10.10% 464.84 4.11% (165.76) (2.12)
Tax Expenses 365.91 2.37% 214.18 1.89% 94.12 1.21%
Restated profit / (loss) after tax 1,193.34 7.73% 250.66 2.22% (259.89) (3.33%)

Revenue Recognition

Revenue from services is recognised when control of the service is transferred to the customer and it is probable that the economic benefits will flow to the Company. Revenue from digital marketing services, including influencer campaigns, content creation, media placements, and other strategic advertising services, is recognised in accordance with the terms of the respective customer agreements, as and when the services are rendered or milestones are achieved. Where campaigns span over a period of time, revenue is recognised on a proportionate basis over the performance period using the percentage-of-completion method, where applicable.

Revenue is measured at the transaction price agreed in the contract; net of discounts, incentives, taxes or levies collected on behalf of government authorities such as GST. In cases where the Company acts as an agent rather than the principal in a transaction, only the net commission or fee is recognised as revenue. Estimates for discounts, rebates or service revisions are recorded based on historical trends and expected outcomes. Revenue is only recognised when it is highly probable that a significant reversal of cumulative revenue will not occur.

Interest income is recognised using the effective interest method, on a time proportion basis. Dividend income is accounted for when the right to receive the income is established.

Fiscal 2025 compared to Fiscal 2024

Total Income

Our total income increased by 36.56% to 15,439.65 lakhs for Fiscal 2025 from 11,306.05 lakhs for Fiscal 2024 based on Restated Consolidated Financial Information. This increase was primarily due to significant increase in our revenue from operations, which rose to 15,254.49 lakhs in Fiscal 2025 from 11,254.65 lakhs in Fiscal 2024. This was driven by higher execution of digital marketing campaigns across India, UAE, and Singapore, on boarding of new large enterprise clients, and expansion in influencer marketing, content production, and integrated digital services and in other income also significantly increased to 185.16 lakhs in Fiscal 2025 from 51.40 lakhs in Fiscal 2024, primarily due to higher interest income earned on bank deposits and income from miscellaneous non-operating activities during the year. For further details, please see, "- Fiscal 2025 compared to Fiscal 2024 - Total Income Revenue from operations" and "- Fiscal 2025 compared to Fiscal 2024 - Total Income Other income" below.

Revenue from operations: Our revenue from operations increased by 35.54 % to 15,254.49 lakhs for Fiscal 2025 from 11,254.65 lakhs for Fiscal 2024 based on Restated Consolidated Financial Information, primarily due to a significant increase in the volume of digital marketing campaigns executed across India, UAE, and Singapore. This growth was driven by on boarding several new enterprise clients in sectors such as FMCG, fintech, and technology, along with the expansion of existing mandates from key clients who increased their digital marketing budgets during the year. The increase was also attributable to our strategic focus on influencer marketing and content production services, which saw enhanced demand from brands aiming for performance-led digital outreach. During Fiscal 2025, we executed multiple high-value integrated campaigns combining influencer-led activation, short-form video content production, and performance media buying, contributing materially to our revenue. Additionally, our investment in expanding our AI-powered content production capabilities and strengthening our in-house creative and technology teams enabled faster turnaround and delivery of campaigns, resulting in increased client retention and higher billing volumes. The revenue growth also benefited from projects in international markets, particularly in the Middle East, where we secured new contracts with leading regional brands for multi-market digital campaigns. Overall, this strong growth in revenue reflects our effective execution of strategic initiatives, expansion into newer service lines within digital marketing, deeper penetration with existing clients, and successful acquisition of new clients in targeted geographies and sectors during Fiscal 2025.

Other income: Our other income increased by 260.25% to 185.16 lakhs for Fiscal 2025 from 51.40 lakhs for Fiscal 2024, primarily due to a significant increase in profit on sale of investments which was 177.46 lakhs in Fiscal 2025 as compared to 32.02 lakhs in Fiscal 2024. Other income for Fiscal 2025 also included interest on income tax refund of

3.47 lakhs and miscellaneous income of 1.35 lakhs, compared to 3.73 lakhs of interest on tax refund and 0.19 lakhs of miscellaneous income in Fiscal 2024, respectively. The increase reflects the Companys treasury and investment management activities resulting in higher non-operating income during the year.

Total Expenses

Direct expense: The direct expense increased by 37.50% to 10,238.96 lakhs for Fiscal 2025 from 7,446.50 lakhs for

Fiscal 2024 based on Restated Consolidated Financial Information, primarily due to a significant increase in professional charges to 10,238.96 lakhs in Fiscal 2025 from 7,446.50 lakhs in Fiscal 2024, reflecting higher execution of digital marketing, influencer campaigns, and creative content production projects. This was driven by on boarding new clients across India, UAE, and Singapore, expansion in performance marketing mandates, and scale-up of design and technology solution offerings and reflecting expanded experiential marketing activities. The increase was also attributable to higher digital subscription costs, outsourced manpower costs, and platform license fees aligned with business growth. The detailed breakup is as follows:

increase in consultancy expenses to 140.67 lakhs for Fiscal 2025 from 131.78 lakhs for Fiscal 2024, due to increased use of subject matter consultants for international client onboarding and project-specific advisory in Middle East and Southeast Asia.

increase in creative service expenses to 1,020.25 lakhs for Fiscal 2025 from 136.65 lakhs for Fiscal 2024, driven by internal scaling of creative teams and expansion of in-house content production and outsourcing of the work.

increase in digital media expenses to 6,672.36 lakhs for Fiscal 2025 from 5,307.75 lakhs for Fiscal 2024, owing to higher campaign volume, performance marketing mandates, and elevated pass-through media billing from large enterprise clients.

increase in influencer expenses to 1,518.94 lakhs for Fiscal 2025 from 1,118.01 lakhs for Fiscal 2024, on account of onboarding high-engagement creators across Tier 2/3 markets, UGC content scale-up, and global influencer activations.

increase in print media expenses to 886.74 lakhs for Fiscal 2025 from 752.31 lakhs for Fiscal 2024, led by client-specific traditional campaigns in BFSI and FMCG segments with regional penetration goals which was outsourced.

Employee benefits expenses: The employee benefits expense decreased by 0.40% to 2,191.39 lakhs for the Fiscal 2025 from 2,200.18 lakhs for the Fiscal 2024 based on Restated Consolidated Financial Information, This marginal decline was primarily due to optimisation in resource utilisation despite increments and expansion in operations. The detailed breakup is as follows:

decrease in salaries and wages to 2,006.53 lakhs for the Fiscal 2025 from 2,009.01 lakhs for the Fiscal 2024, reflecting workforce optimisation, partially offset by annual increments and performance-based incentive;

contributions to provident and other funds remained stable at 17.26 lakhs in Fiscal 2025 as against 17.28 lakhs in Fiscal 2024, in line with statutory obligations on employee compensation

decrease in training and recruitment expenses to 7.56 lakhs for Fiscal 2025 from 21.33 lakhs for Fiscal 2024, due to completion of major training and onboarding initiatives in the previous year and ongoing optimisation of recruitment channels

decrease in staff insurance expenses to 48.65 lakhs for Fiscal 2025 from 68.50 lakhs for Fiscal 2024, reflecting renegotiated group insurance premiums and optimisation in coverage plans.

increase in staff and welfare expenses to 78.78 lakhs for Fiscal 2025 from 47.77 lakhs for Fiscal 2024, due to enhanced employee engagement activities, wellness programs, and team-building initiatives aimed at improving retention and morale across offices in India and overseas subsidiaries.

decrease in gratuity provision to 32.61 lakhs for the Fiscal 2025 from 36.29 lakhs for the Fiscal 2024, based on actuarial valuation;

Finance costs: The finance costs remained broadly stable at 159.08 lakhs for the Fiscal 2025 as compared to 159.89 lakhs for the Fiscal 2024 based on Restated Consolidated Financial Information, primarily comprising interest on borrowings for working capital and short-term facilities availed by the Company.

Depreciation and Amortization Expenses: The depreciation and amortization expenses increased by 29.85% to 31.82 lakhs for the Fiscal 2025 from 24.51 lakhs for the Fiscal 2024 based on Restated Consolidated Financial Information, primarily due to depreciation on property, plant, and equipment additions during the year including purchases of a BMW car of 181.17 lakhs, furniture and fixtures of 37.65 lakhs, computer equipment of 31.17 lakhs, office infrastructure of 26.88 lakhs and software of 10.00 lakhs to support operational growth.

Admin and Other Expenses: The other expenses increased by 24.65% to 1,259.15 lakhs for the Fiscal 2025 from

1,010.13 lakhs for the Fiscal 2024 based on Restated Consolidated Financial Information, primarily due to:

decrease in business promotion expenses to 207.78 lakhs for the Fiscal 2025 from 294.25 lakhs for the Fiscal

2024, primarily due to reallocation of promotional budgets towards digital media and performance-led campaigns, optimising spends across geographies;

decrease in computers and networking charges to 50.82 lakhs for the Fiscal 2025 from 64.79 lakhs for the

Fiscal 2024, reflecting cost efficiencies achieved in IT infrastructure and software license renewals;

increase in conveyance and travelling expenses to 411.14 lakhs for the Fiscal 2025 from 299.01 lakhs for the

Fiscal 2024, driven by enhanced travel for client servicing, business development pitches, campaign productions, and team coordination across India, UAE, and Singapore;

increase in professional and consultancy expenses to 134.37 lakhs for the Fiscal 2025 from 39.34 lakhs for the

Fiscal 2024, attributable to strategic advisory for acquisitions, AI hub setup consultancy, and legal and regulatory compliance fees;

decrease in insurance paid to 1.92 lakhs for the Fiscal 2025 from 3.70 lakhs for the Fiscal 2024, due to renegotiated group medical and asset insurance premiums;

decrease in miscellaneous expenses to 60.26 lakhs for the Fiscal 2025 from 72.18 lakhs for the Fiscal 2024, due to streamlined general administrative expenditures;

increase in office expenses to 58.28 lakhs for the Fiscal 2025 from 40.70 lakhs for the Fiscal 2024, on account of higher spend on consumables, pantry, and operational supplies to support expanded team strength;

increase in payments to auditors to 9.32 lakhs for the Fiscal 2025 from 7.94 lakhs for the Fiscal 2024, driven by additional certification and audit requirements;

increase in printing and stationery expenses to 5.44 lakhs for the Fiscal 2025 from 3.68 lakhs for the Fiscal

2024, due to increased operational print requirements for client campaigns and internal branding collaterals;

increase in rates and taxes to 73.26 lakhs for the Fiscal 2025 from 26.69 lakhs for the Fiscal 2024, mainly towards statutory payments and municipal levies across multiple offices;

increase in rent paid to 183.75 lakhs for the Fiscal 2025 from 94.60 lakhs for the Fiscal 2024, reflecting lease escalations and additional coworking spaces taken to accommodate delivery teams and creative studios;

increase in telephone and internet expenses to 19.12 lakhs for the Fiscal 2025 from 15.23 lakhs for the Fiscal

2024, on account of enhanced bandwidth requirements and hybrid work support systems;

decrease in balances written off to 8.46 lakhs for the Fiscal 2025 from 22.71 lakhs for the Fiscal 2024, due to improved debtor recovery and credit control processes during the year;

increase in bank charges to 23.88 lakhs for the Fiscal 2025 from 10.49 lakhs for the Fiscal 2024, attributable to higher banking transaction volumes, international payments, and forex conversion charges;

increase in CSR expenses to 11.36 lakhs for the Fiscal 2025 from Nil for the Fiscal 2024, due to contributions in accordance with Section 135 of the Companies Act, 2013;

decrease in loss on sale of fixed assets to Nil for the Fiscal 2025 from 0.37 lakhs for the Fiscal 2024, as no disposals were at loss made during the year; and

decrease in foreign exchange variation to Nil for the Fiscal 2025 from 14.45 lakhs for the Fiscal 2024, due to stable currency exchange rates and prudent hedging measures undertaken by the Company.

Tax Expenses

Our total tax expense was increased by 70.84% to 365.91 lakhs for the Fiscal 2025 from 214.18 lakhs for the Fiscal

2024 comprising of current income tax and deferred tax credit. During the Fiscal 2025, we incurred current tax expenses of 305.09 lakhs and deferred tax credit of 61.21 lakhs and during Fiscal 2024, we incurred current tax expenses of 256.81 lakhs and deferred tax credit of (48.11) lakhs. The increase in our deferred tax credit was primarily due to creation of deferred tax assets on account of timing difference in Net block as per books & as per Income Tax and arising from the recognition of gratuity expenses. Further, our effective tax rate was 23.79% for the Fiscals 2025 compared to 46.08% for the Fiscal 2024, this marginal decrease in effective tax rate was due to changes in the composition of deductible expenses and tax-exempt incomes during the year.

Restated profit after tax for the year

Due to the foregoing, we incurred a profit of 1,193.34 lakhs during the Fiscal 2025, as compared to a profit of 250.66 lakhs during the Fiscal 2024. Our profit has significantly increased primarily due to the increase in revenue from execution of integrated digital marketing campaigns, influencer marketing, content production services, and media buying across India, UAE, and Singapore. The significant profit increase from Fiscal 2024 to Fiscal 2025 is primarily attributed to our strategic business expansion, on boarding of new large enterprise clients in FMCG, fintech, automotive, and lifestyle sectors, and scaling of influencer marketing campaigns with high-profile creators across geographies. Additionally, in Fiscal 2025, we expanded our operations through acquisition of new subsidiaries and launch of AI-led creative solutions, which contributed to higher profitability. Our efficient management of direct expenses and employee costs, coupled with operating leverage benefits arising from higher revenue volumes, resulted in improved operating margins. The projects executed during the year included data-driven performance campaigns and influencer-led product launches that strengthened our positioning in the market as an integrated digital-first marketing solutions provider. Further, our total expenses as a percentage of total income for Fiscal 2025 was 89.90% as compared to 95.89% for Fiscal 2024, reflecting our improved cost management and operational efficiency.

Fiscal 2024 compared to Fiscal 2023

Total Income

Our total income increased by 44.87% to 11,306.05 lakhs for Fiscal 2024 from 7,804.43 lakhs for Fiscal 2023 based on

Restated Consolidated Financial Information. This increase was primarily due to growth in our revenue from operations, which rose to 11,254.65 lakhs in Fiscal 2024 from 7,757.93 lakhs in Fiscal 2023, driven by expanded execution of integrated digital marketing campaigns, influencer marketing activations, and performance media mandates for clients across India, UAE, and Singapore. Other income also increased to 51.40 lakhs in Fiscal 2024 from 46.50 lakhs in Fiscal 2023, primarily reflecting stable treasury income during the year. For further details, please see, "- Fiscal 2024 compared to Fiscal 2023 - Total Income Revenue from operations" below.

Revenue from operations: Our revenue from operations increased by 45.07% to 11,254.65 lakhs for Fiscal 2024 from 7,757.93 lakhs for Fiscal 2023 based on Restated Consolidated Financial Information, primarily due to significant increase in our revenue from operations which was primarily driven because of execution of integrated digital marketing campaigns, influencer marketing activations, performance media buying, content production, and UI/UX design services delivered across India, UAE, and Singapore.. The significant revenue increase from Fiscal 2023 to Fiscal 2024 This growth was driven by higher volumes of digital marketing and influencer campaigns executed across India, UAE, and Singapore, on boarding of new enterprise clients in FMCG, healthcare, fintech, and automotive sectors, expansion in service offerings such as short-form content production, UI/UX design, and AI-enabled marketing analytics and strengthening of existing relationships with key clients leading to incremental mandate renewals and expanded campaign budgets.

Other income: Our other income increased by 10.53% to 51.40 lakhs for Fiscal 2024 from 46.50 lakhs for Fiscal 2023, primarily due to a decrease in profit on sale of investments to 32.02 lakhs in Fiscal 2024 from 35.05 lakhs in Fiscal 2023, a decrease in interest on income tax refund to 3.73 lakhs in Fiscal 2024 from 9.92 lakhs in Fiscal 2023, and no interest earned on fixed deposits in Fiscal 2024 as compared to 0.54 lakhs in Fiscal 2023. Additionally, miscellaneous income increased significantly to 15.64 lakhs in Fiscal 2024 from 0.99 lakhs in Fiscal 2023. This overall increase reflects higher miscellaneous recoveries and receipts during Fiscal 2024 offsetting the decline in treasury income components.

Total Expenses

Direct expense: The direct expense increased by 60.13% to 7,446.50 lakhs for Fiscal 2024 from 4,650.39 lakhs for Fiscal 2023, primarily due to an increase in professional charges to 7,446.50 lakhs in Fiscal 2024 from 4650.39 lakhs in Fiscal 2023. This increase reflects higher execution of digital marketing campaigns, influencer-led activations, and performance media buying during the year. The growth was driven by enhanced delivery scale, on boarding of large new clients, and expanded integrated campaign mandates across sectors and geographies, enabling the Company to service higher volumes of complex digital marketing projects both in India and international markets. The detailed breakup is as follows:

increase in consultancy expenses to 131.78 lakhs for Fiscal 2024 from 113.58 lakhs for Fiscal 2023, due to strategic expansion support, pitch consulting, and advisory assignments for global brand collaborations.

decrease in creative service expenses to 136.65 lakhs for Fiscal 2024 from 437.39 lakhs for Fiscal 2023, primarily due to temporary outsourcing cuts and creative consolidation pending the setup of in-house teams.

increase in digital media expenses to 5,307.75 lakhs for Fiscal 2024 from 2,852.19 lakhs for Fiscal 2023, attributed to expanded client mandates, cross-platform media buying, and increased ROI-driven performance campaigns.

increase in influencer expenses to 1,118.01 lakhs for Fiscal 2024 from 567.07 lakhs for Fiscal 2023, led by rise in creator-led activations across industries like lifestyle, fintech, and beauty.

increase in print media expenses to 752.31 lakhs for Fiscal 2024 from 680.17 lakhs for Fiscal 2023, owing to higher campaign spends in traditional formats by legacy clients during festive cycles.

Employee benefits expenses: The employee benefits expense increased by 11.01% to 2,200.18 lakhs for the Fiscal 2024 from 1,982.02 lakhs for the Fiscal 2023 based on Restated Consolidated Financial Information, primarily due to:

increase in salaries and wages to 2,009.01 lakhs for Fiscal 2024 from 1,862.85 lakhs for Fiscal 2023, driven by annual increments and increased headcount to support business expansion.

increase in contributions to provident and other funds to 17.28 lakhs for Fiscal 2024 from 13.17 lakhs for

Fiscal 2023, in line with statutory requirements.

increase in training and recruitment expenses to 21.33 lakhs for Fiscal 2024 from 1.36 lakhs for Fiscal 2023, due to on boarding and capability-building initiatives for expanding teams.

increase in staff insurance expenses to 68.50 lakhs for Fiscal 2024 from 28.80 lakhs for Fiscal 2023, due to expanded employee coverage and enhanced medical plans.

increase in staff and labour welfare expenses to 47.77 lakhs for Fiscal 2024 from 43.72 lakhs for Fiscal 2023, reflecting higher engagement activities and welfare programs.

increase in gratuity provision to 36.29 lakhs for Fiscal 2024 from 32.12 lakhs for Fiscal 2023, based on actuarial valuations reflecting the increase in employee base and tenure.

Finance costs: The Finance costs increased by 29.76% to 159.89 lakhs for Fiscal 2024 from 123.22 lakhs for Fiscal

2023, primarily due to higher utilisation of working capital facilities to fund expanded operational scale and execution requirements.

Depreciation and Amortization Expenses: The depreciation and amortization expenses increased by 28.48% to 24.51 lakhs for the Fiscal 2024 from 19.07 lakhs for the Fiscal 2023 based on Restated Consolidated Financial Information, primarily due to additions in computer equipment of 24.16 lakhs and office infrastructure of 1.25 lakhs to support business growth.

Admin and Other Expenses: The other expenses decreased by 15.50% to 1,010.13 lakhs for the Fiscal 2024 from 1,195.48 lakhs for the Fiscal 2023 based on Restated Consolidated Financial Information, primarily due to:

increase in business promotion expenses to 294.25 lakhs for the Fiscal 2024 from 254.06 lakhs for the Fiscal

2023, due to intensified brand marketing initiatives, participation in industry events, client pitches, and execution of promotional campaigns to strengthen market presence and acquire new enterprise accounts.

increase in computers and networking charges to 64.79 lakhs for the Fiscal 2024 from 55.73 lakhs for the

Fiscal 2023, which is driven by renewal of software subscriptions, procurement of cloud-based tools, and strengthening cybersecurity systems to support expanded digital operations.

decrease in conveyance and travelling expenses to 299.01 lakhs for the Fiscal 2024 from 324.28 lakhs for the Fiscal 2023, due to optimised travel policies, increased reliance on virtual meetings, and travel cost rationalisation while continuing key client servicing visits and campaign shoots.

decrease in professional and consultancy expenses to 39.34 lakhs for the Fiscal 2024 from 43.44 lakhs for the Fiscal 2023, as certain strategic, legal, and compliance advisory projects undertaken in Fiscal 2023 were completed, reducing dependency on external consultants during Fiscal 2024.

increase in insurance paid to 3.70 lakhs for the Fiscal 2024 from 3.32 lakhs for the Fiscal 2023, owing to marginal increases in group health insurance premiums and general insurance coverages for assets and offices.

decrease in miscellaneous expenses to 72.18 lakhs for the Fiscal 2024 from 87.95 lakhs for the Fiscal 2023, due to disciplined control on general administrative expenditures, office supplies, and local conveyance.

increase in office expenses to 40.70 lakhs for the Fiscal 2024 from 39.35 lakhs for the Fiscal 2023, driven by increased team strength requiring higher spend on pantry supplies, consumables, and operational materials.

increase in payments to auditors to 7.94 lakhs for the Fiscal 2024 from 6.93 lakhs for the Fiscal 2023, due to additional audit procedures and certifications undertaken for subsidiary consolidation and regulatory compliances.

decrease in printing and stationery expenses to 3.68 lakhs for the Fiscal 2024 from 7.92 lakhs for the Fiscal 2023, due to the Companys shift towards digital documentation, reducing printed material requirements. decrease in rates and taxes to 26.69 lakhs for the Fiscal 2024 from 46.43 lakhs for the Fiscal 2023, primarily due to lower municipal levies, statutory payments, and fewer registration-related government fees compared to the previous year.

increase in rent paid to 94.60 lakhs for the Fiscal 2024 from 83.16 lakhs for the Fiscal 2023, owing to annual rental escalations and taking additional coworking space to accommodate growing teams across service verticals.

decrease in telephone and internet expenses to 15.23 lakhs for the Fiscal 2024 from 16.32 lakhs for the Fiscal

2023, reflecting cost efficiencies from renegotiated telecom plans and bandwidth management for hybrid operations.

decrease in balances written off to 22.71 lakhs for the Fiscal 2024 from 202.05 lakhs for the Fiscal 2023, due to improved debtor recovery processes and credit control mechanisms, resulting in minimal write-offs during the year.

decrease in bank charges to 10.49 lakhs for the Fiscal 2024 from 12.63 lakhs for the Fiscal 2023, reflecting streamlined banking operations, reduced transaction fees, and optimised forex conversion costs.

increase in loss on sale of fixed assets to 0.37 lakhs for the Fiscal 2024 from 0.17 lakhs for the Fiscal 2023,due to minor asset disposals at lower net book value compared to previous year disposals.

increase in foreign exchange variation to 14.45 lakhs for the Fiscal 2024 from 11.75 lakhs for the Fiscal

2023, due to currency fluctuations on international client receipts and payments, reflecting forex loss booked during the year.

Tax Expenses

Our total tax expense was increased significantly by 127.55% to 214.18 lakhs for the Fiscal 2024 from 94.12 lakhs for the Fiscal 2023 comprising of current income tax and deferred tax credit. During the Fiscal 2024, we incurred current tax expenses of 256.81 lakhs and deferred tax credit of (48.11) lakhs and during Fiscal 2023, we incurred current tax expenses of 126.12 lakhs and deferred tax credit of (32.00) lakhs. The decrease in deferred tax credit in Fiscal 2024 as compared to Fiscal 2023 was primarily due to lower creation of deferred tax assets during the year, as most timing differences, such as provisions for gratuity and expenses allowable on payment basis, were already recognised in earlier periods. Additionally, higher depreciation adjustments on additions to property, plant, and equipment created taxable temporary differences leading to deferred tax liabilities rather than deferred tax assets. Further, our effective tax rate was 31.77% for Fiscal 2024 as compared to 37.55% for Fiscal 2023, reflecting changes in the composition of deductible expenses and tax-exempt incomes during the year.

Restated profit after tax for the year

Due to the foregoing, we incurred a profit of 250.66 lakhs during the Fiscal 2024, as compared to a loss of 259.89 lakhs during the Fiscal 2023. This turnaround i.e. to being profitable from being loss making was mainly due to a significant increase in revenue from digital marketing, influencer campaigns, and content production services, coupled with better cost management. While direct expenses rose in line with business growth, admin and other expenses reduced due to lower write-offs and controlled overheads. Additionally, improved employee cost optimisation and stable other income further supported profitability, resulting in a shift from net loss to net profit during the year. We were focused on controlling administrative costs, streamlining operations, and improving workforce productivity, which helped offset the increase in direct expenses linked to higher business volumes. These measures, combined with improved efficiency and targeted growth strategies, enabled us to convert the Fiscal 2023 loss into a profitable outcome for Fiscal 2024.

Cash Flows and Cash and Cash Equivalents

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

(Rs. in Lakhs)

Fiscals
Particulars 2025 2024 2023
Net cash (used)/generated from operating activities (550.75) 3,510.44 2,082.91
Net cash (used)/generated from investing activities (354.32) 228.26 (441.81)
Net cash (used)/ generated from financing activities (65.83) 161.66 442.39
Net increase / (decrease) in cash and cash equivalents at the end of the year (970.89) 3,900.36 2,029.49
Cash and Cash equivalents at the beginning of the year 6,114.31 2,213.95 184.49
Cash and Cash equivalents at the end of the year 5,143.42 6,114.31 2,213.95

Operating Activities

In Fiscal 2025, net cash used from operating activities was 550.75 lakhs, while our net profit before tax was 1,537.87 lakhs, adjustments included depreciation and amortisation of 31.82 lakhs, finance costs of 159.08 lakhs, and a negative adjustment of 29.72 lakhs for translation reserves, offset by interest and other income of 3.47 lakhs. Changes in working capital during the year included a significant increase in trade receivables by 3,047.35 lakhs, increase in loans & advances by 27.10 lakhs, increase in other assets by 70.30 lakhs, and a substantial increase in trade payables by 2,403.13 lakhs. There was a decrease in other liabilities by 111.24 lakhs and an increase in provisions by 1,094.11 lakhs. Income taxes paid during the year amounted to 299.32 lakhs.

In Fiscal 2024, net cash generated from operating activities was driven by net profit before tax of 464.84 lakhs, depreciation and amortisation of 24.51 lakhs, finance costs of 159.89 lakhs, and translation reserve adjustments of 6.17 lakhs, offset by interest income of 3.73 lakhs. Changes in working capital included decrease in trade receivables by 183.79 lakhs, decrease in other assets by 348.21 lakhs, increase in trade payables by 1,173.99 lakhs, increase in other liabilities by 1,558.59 lakhs, and increase in provisions by 547.85 lakhs. Income taxes paid during the year amounted to 262.28 lakhs.

In Fiscal 2023, net cash generated from operating activities was 2,028.91 lakhs despite a net loss before tax of 151.22 lakhs, due to adjustments including depreciation of 19.07 lakhs, finance costs of 123.22 lakhs, and translation reserve adjustments of 70.51 lakhs, offset by interest income of 10.46 lakhs. Working capital changes included decrease in other assets by 2,573.27 lakhs, increase in trade receivables by 345.83 lakhs, decrease in trade payables by 791.61 lakhs, increase in other liabilities by 262.71 lakhs, and decrease in provisions by 271.29 lakhs. Income taxes paid amounted to 126.12 lakhs.

Investing Activities

In Fiscal 2025, net cash used in investing activities was 354.32 lakhs, primarily comprising purchase of fixed assets of

287.20 lakhs, increase in long term loans and advances by 19.77 lakhs, increase in non-current assets by 50.97 lakhs, offset partially by interest and other income of 3.47 lakhs and sale of fixed assets of 0.16 lakhs.

In Fiscal 2024, net cash generated from investing activities was 228.26 lakhs, primarily due to decrease in long term loans and advances by 249.83 lakhs and interest income of 3.73 lakhs, partially offset by purchase of fixed assets of 25.62 lakhs

In Fiscal 2023, net cash used in investing activities was 441.81 lakhs, primarily due to purchase of fixed assets of 428.70 lakhs and increase in long term loans and advances by 23.58 lakhs, offset by interest income of 10.46 lakhs.

Financing Activities

In Fiscal 2025, net cash used in financing activities was 65.83 lakhs, mainly due to repayment of short-term borrowings by 215.07 lakhs and interest paid of 159.08 lakhs, offset by increase in long term borrowings of 220.52 lakhs, fresh capital infusion of 6.40 lakhs, and increase in share premium account by 81.41 lakhs

In Fiscal 2024, net cash generated from financing activities was 161.66 lakhs, comprising increase in short-term borrowings by 204.65 lakhs, increase in long-term borrowings by 98.39 lakhs, fresh capital infusion of 1.60 lakhs, and increase in share premium account by 16.90 lakhs, offset by interest paid of 159.89 lakhs.

In Fiscal 2023, net cash generated from financing activities was 442.39 lakhs, driven by increase in short-term borrowings of 462.37 lakhs and long-term borrowings of 103.25 lakhs, offset by interest paid of 123.22 lakhs.

Liquidity and Capital Resources

Our Company has historically financed its operations primarily through cash flows generated from operating activities, supported by efficient working capital management and project-based collections. Our revenue streams are derived from execution of integrated digital marketing campaigns, influencer marketing projects, content production, and media buying, where payments are typically received based on agreed contractual terms. These terms may include upfront retainers, milestone-based billing linked to campaign progress, or post-completion settlements, all of which impact the timing of cash inflows in a given period. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under "Risk Factors" on page 39. As of March 31, 2025, our cash and cash equivalents were 5,143.42 lakhs. Our short-term requirements primarily include operational working capital for campaign execution, employee costs, vendor payments, and software subscriptions. Our long-term requirements include funding capital expenditure such as the establishment of our proposed AI-Led Short-Form Content Production Hub, investments in proprietary Martech platforms, and inorganic growth initiatives including acquisitions

We maintain a disciplined approach to liquidity management by regularly monitoring rolling forecasts of our cash flows, assessing short-term and long-term liquidity needs, and maintaining sufficient cash buffers to meet operational and strategic requirements. This process includes projecting cash inflows and outflows based on signed contracts, pipeline conversions, payment milestones, and planned expenditures. We also evaluate our liquidity ratios against internal benchmarks to ensure healthy coverage for liabilities while maintaining flexibility for growth investments. Our cash and cash equivalents and bank balances as per our restated consolidated financial statements were 5,143.42 lakhs, 6,114.31 lakhs, and 2,213.95 lakhs as of March 31, 2025, March 31, 2024, and March 31, 2023, respectively.

Capital Expenditure

Given the asset-light nature of our business model currently, our capital expenditure primarily relates to operational infrastructure, office setup, and technology enablement rather than investment in media sites, which are largely operated under lease or sub-lease arrangements. Our capital expenditure includes the purchase of office equipment, computers and peripherals, vehicles, and furniture and fixtures required to support sales, marketing, and administrative functions. Additionally, we incur expenditure on intangible assets such as software tools and digital platforms used for media planning, campaign scheduling, content management, and business operations. Our capital expenditure requirements are currently met through internal accruals, supported by cash flows from operations.

As we continue to enhance operational efficiency and scale our business, we expect our capital expenditure to increase to acquire media assets in future.

Contingent Liabilities

The following is a summary of our contingent liabilities as at March 31, 2025, as derived from our Restated Consolidated Financial Statements:

(Rs. in Lakhs)

Particulars As at March 31, 2025
Bank guarantees outstanding for own business purposes 8.47
Total 8.47

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.

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" on page 39.

Credit risk

Credit risk refers to the risk of financial loss to our Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and it arises principally from our receivables from customers and bank deposits. Our revenue model is predominantly project-based, where payments are received in accordance with contractual milestones or upon campaign completion. Hence, effective credit risk management is crucial for our working capital cycle.

Additionally, trade receivables are monitored regularly by our management team to ensure timely collections. In cases of overdue amounts, structured follow-ups are undertaken and escalation protocols are followed to mitigate potential defaults. As part of our risk management framework, we also aim to maintain a diversified client base across sectors and geographies to reduce dependency on a single client or group.

Based on our restated consolidated financial information, our trade receivables were 1,201.80 lakhs as at March 31, 2023, 1,081.01 lakhs as at March 31, 2024, and 4,065.35 lakhs as at March 31, 2025. The increase in receivables in

Fiscal 2025 is primarily attributable to the execution of larger campaign mandates with extended credit terms for certain enterprise clients in India, UAE, and Singapore. Despite this increase, our management believes that the overall credit risk remains moderate due to the high credit quality of our customer portfolio, effective receivables monitoring, and historical collection track record.

Liquidity risk

Liquidity risk refers to the risk that we will encounter difficulty in meeting the obligations associated with our financial liabilities that are settled by delivering cash or other financial asset. Our approach to managing liquidity is to ensure, as far as possible, that we will have sufficient liquidity to meet our liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our reputation. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions.

Market Risks

Market risk refers to the risk that changes in market prices such as foreign exchange rates and interest rates will affect our income or value of our holdings of financial instruments. The objective of the market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. We do not use derivatives to manage market risks.

Inflation

In recent years, India has experienced relatively high rates of inflation. Inflation generally impacts the overall economy and business environment and hence could affect us.

Auditor Qualifications and Emphasis of Matter

There are no auditor qualifications which have not been given effect to in the Restated Consolidated Financial Information.

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 "- Significant Factors Affecting our Financial Conditions and Results of Operations" above and the uncertainties described in "Risk Factors" on page 39.

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 "Other Financial Information Related Party Transactions" on page 264.

Competitive Conditions

We operate in a competitive environment. Please refer to "Risk Factors", "Industry Overview" and "Our Business" on pages 39, 145 and 189, respectively, for further information on our industry and competition.

Seasonality and Cyclicality of Business

Our results of operations and key business metrics are subject to quarterly variations. Historically, our Company records an increase in revenue from operations in third and fourth quarters (September to March) of each Fiscal, as most of our clients initiate research projects and schedule their advertising spends for such period. For further details, see "Risk Factors Risks Relating to our Business - Our results of operations and our key business measures are subject to quarterly variations that could cause fluctuations in our results of operations" on page 39.

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 " Fiscal 2025 compared to Fiscal 2024" and " Fiscal 2024 compared to Fiscal 2023" above.

Significant Dependence on Single or Few Customers

Significant proportion of our revenue have historically been derived from top 10 customers. The % of contribution of our customers vis?-vis the revenue from operations for the financial years March 31, 2025, 2024 and 2023 are as follows:

Particulars Customers
March 31, 2025 March 31, 2024 March 31, 2023
Top 10 (%) 84.41% 88.87% 86.94%

 

Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars Revenue from Operations (Rs. in Lakhs) % of Revenue from Operations Revenue from Operations (Rs. in Lakhs) % of Revenue from Operations Revenue from Operations (Rs. in Lakhs) % of Revenue from Operations
Customer 1 8,605.93 56.42% 8,148.70 72.40% 4,630.84 59.69%
Customer 2 1,156.20 7.58% 671.97 5.97% 766.62 9.88%
Customer 3 995.49 6.53% 275.00 2.44% 420.00 5.41%
Customer 4 563.54 3.69% 226.88 2.02% 281.59 3.63%
Customer 5 398.59 2.61% 143.16 1.27% 189.34 2.44%
Customer 6 264.49 1.73% 142.91 1.27% 105.82 1.36%
Customer 7 256.70 1.68% 133.15 1.18% 95.83 1.24%
Customer 8 233.81 1.53% 115.11 1.02% 92.03 1.19%
Customer 9 223.94 1.47% 85.12 0.76% 82.65 1.07%
Customer 10 177.33 1.16% 60.13 0.53% 79.93 1.03%
Total 12,876.03 84.41% 10,002.13 88.87% 6,744.64 86.94%

As certified by M/s Shweta Jain & Co LLP. Chartered Accountants, by way of their certificate dated August 20, 2025.

*We are unable to disclose the names of individual customers since this information is commercially sensitive to our business.

Significant proportion of our hoarding expenses have historically been incurred on top 10 suppliers. The % of contribution of our suppliers vis?-vis the hoarding expenses for the financial years March 31, 2025, 2024 and 2023 are as follows:

Particulars Suppliers
March 31, 2025 March 31, 2024 March 31, 2023
Top 10 (%) 72.79% 81.70% 77.66%

 

Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Direct Expenses (Rs. in Lakhs) % of Direct Expenses Direct Expenses (Rs. in Lakhs) % of Direct Expenses Direct Expenses (Rs. in Lakhs) % of Direct Expenses
Supplier 1 3,578.84 34.95% 3,434.26 46.12% 1,941.30 41.74%
Supplier 2 1,112.94 10.87% 937.01 12.58% 680.17 14.63%
Supplier 3 886.74 8.66% 752.31 10.10% 402.67 8.66%
Supplier 4 722.10 7.05% 228.38 3.07% 259.82 5.59%
Supplier 5 368.24 3.60% 183.46 2.46% 89.92 1.93%
Supplier 6 328.20 3.21% 179.63 2.41% 60.00 1.29%
Supplier 7 159.74 1.56% 168.17 2.26% 49.40 1.06%
Supplier 8 106.67 1.04% 77.62 1.04% 48.00 1.03%
Supplier 9 106.45 1.04% 63.00 0.85% 40.30 0.87%
Supplier 10 83.48 0.82% 60.17 0.81% 40.08 0.86%
Total 7,453.40 72.79% 6,083.99 81.70% 3,611.66 77.66%

As certified by M/s Shweta Jain & Co LLP. Chartered Accountants, by way of their certificate dated August 20, 2025.

*We are unable to disclose the names of individual suppliers since this information is commercially sensitive to our business.

New Products or Business Segments

Except as disclosed in "Our Business" on page 189, and products that we announce in the ordinary course of business, we have not announced any new products or business segments.

Significant developments occurring after March 31, 2025

Except as set out in this Draft Red Herring Prospectus, to our knowledge, no circumstances have arisen since the date of the last financial statements as disclosed in this Draft Red Herring Prospectus which materially or 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:

1. The Board of the Company has approved bonus issue of equity shares in the ratio 8:1 in the board meeting held on March 22, 2025. The members of the Company approved proposal of Board of Directors for bonus issue of equity shares in the ratio 8:1 in the EGM held on March 24, 2025.

2. The bonus issue of equity shares in the ratio 8:1 was allotted in the board meeting held on April 15, 2025.

Recent Accounting Pronouncements

As on the date of this Draft 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.

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IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213,IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248, DP SEBI Reg. No. IN-DP-185-2016, BSE Enlistment Number (RA): 5016
ARN NO : 47791 (AMFI Registered Mutual Fund & Specialized Investment Fund Distributor), PFRDA Reg. No. PoP 20092018

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We are ISO/IEC 27001:2022 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.