Yaap Digital Ltd Management Discussions

1. INDUSTRY STRUCTURE AND DEVELOPMENTS

The digital marketing and digital media industry continues to undergo rapid transformation, driven by increasing internet and smartphone penetration, changing consumer behaviour, growth in social media and creator ecosystems, increasing adoption of digital commerce and the growing importance of data-led and technology-enabled marketing. Brands are increasingly seeking integrated marketing partners capable of combining creative communication, content, influencer marketing, performance marketing, media solutions, technology, analytics and consumer engagement under a unified approach. The emergence of artificial intelligence ("AI"), automation, data analytics and creator-led marketing is further reshaping the manner in which brands engage with consumers and measure marketing effectiveness. The Indian digital advertising and marketing ecosystem continues to benefit from the structural shift in advertising spends towards digital platforms. At the same time, the industry remains competitive, with agencies required to continuously invest in talent, technology, creativity and capabilities to address evolving client requirements. Against this backdrop, the Company believes that its integrated digital-first business model, diversified client base, multi-geography presence and focus on technology-enabled marketing solutions position it well to participate in the continued growth of the digital marketing industry.

2. COMPANY OVERVIEW

Yaap Digital Limited ("YAAP" or "the Company") is a digital-first media and marketing solutions company providing integrated services to brands and businesses. The Companys service offerings encompass digital marketing, creative and content solutions, influencer marketing, performance marketing, media solutions, technology-enabled marketing services, UI/UX and related digital capabilities. The Companys approach combines creativity, technology, data and consumer insights to develop integrated solutions for its clients. During FY 2025–26, the Company further strengthened its market position through expansion of its client base, addition of new capabilities and the strategic acquisition of Gozoop Online Private Limited ("Gozoop"). Gozoop brings complementary capabilities in creative services, community management, online reputation management and digital marketing, thereby broadening the Companys service portfolio and strengthening its integrated offering. The Company successfully completed its listing on the NSE Emerge platform in March 2026, marking an important milestone in its corporate journey and providing a platform for the next phase of growth. As at the end of FY 2025–26, YAAP had operations across India, the United Arab Emirates and Singapore and a team of more than 400 professionals.

3. BUSINESS PERFORMANCE

FY 2025–26 was a significant year for the Company. YAAP delivered strong growth in both revenue and profitability while simultaneously expanding its capabilities and geographic footprint. The Company added more than 100 new clients during the year across multiple categories. The diversified nature of its client base, together with continued expansion of mandates from existing clients, supported the growth in business volumes. The acquisition and integration of Gozoop further enhanced the Companys creative and digital capabilities and enabled it to offer a wider range of services to both existing and prospective clients.

The Companys ability to combine creative capabilities with data, technology, performance marketing and content-led solutions has enabled it to address increasingly complex marketing requirements of brands across sectors.

4. FINANCIAL PERFORMANCE

The consolidated financial performance of the Company for FY 2025–26 compared with FY 2024–25 is summarised below:

Particulars	FY 2025–26 ( Lakhs)	FY 2024–25 ( Lakhs)	Change
Revenue from Operations	18,488.90	15,254.49	+21.20%
Other Income	383.75	185.16	+107.24%
Total Income	18,872.65	15,439.65	+22.23%
Total Expenses	16,002.46	13,952.24	+14.70%
Profit Before Tax	2,870.19	1,487.40	+92.99%
Profit After Tax	2,220.02	1,121.50	+97.95%

The Company delivered a strong and healthy financial performance during FY 2025–26, marked by significant growth in revenue and profitability. Revenue from Operations increased by 21.20%, rising from 15,254.49 lakh in FY 2024–25 to 18,488.90 lakh in FY 2025–26. The growth demonstrates the Companys continued business momentum, improved operating performance and its ability to expand its revenue base during the year.

The Companys Total Income increased by 22.23%, from 15,439.65 lakh in FY 2024–25 to 18,872.65 lakh in FY 2025–26. In addition to the growth in operating revenue, Other Income increased significantly by 107.24%, from 185.16 lakh to 383.75 lakh, further supporting the overall income profile of the Company.

Importantly, the growth in income was accompanied by effective cost management. Total Expenses increased by 14.70%, which was lower than the 21.20% growth in Revenue from Operations. This indicates improved operating leverage and greater efficiency in converting incremental revenue into profitability. As a result, the Company recorded a substantial improvement in its bottom line. Profit Before Tax increased by 92.99%, from 1,487.40 lakh in FY 2024–25 to 2,870.19 lakh in FY 2025–26. Similarly, Profit After Tax increased by 97.95%, from 1,121.50 lakh to 2,220.02 lakh. The significant increase in profitability, compared with the growth in revenue, reflects improved operating efficiency and stronger earnings performance during the year. Overall, FY 2025–26 was characterised by robust revenue growth, controlled expenditure and substantial improvement in profitability, strengthening the Companys financial position and providing a positive foundation for sustained growth in the coming years.

REVENUE FROM OPERATIONS

Revenue from operations increased to approximately 184.89 crore in FY 2025–26 from approximately 152.55 crore in FY 2024–25. The growth was supported by increased execution of digital marketing campaigns, acquisition of new clients, expansion of existing client mandates and increasing demand for integrated digital services. The Company continued to strengthen its presence across sectors including financial services, consumer goods, tourism, automotive, technology, healthcare and government-related projects. The Companys historical client relationships also remain an important component of its business model. Based on the Companys DRHP disclosures, repeat customers accounted for 86.70% of revenue in FY

2024–25, compared with 85.42% in FY 2023–24, reflecting the Companys focus on developing long-term client relationships.

1. ACQUISITION OF GOZOOP ONLINE PRIVATE LIMITED

During FY 2025–26, the Company entered into arrangements for the acquisition of Gozoop Online Private Limited, a company engaged in digital marketing and related services. Gozoop offers capabilities including digital strategy, creative content, influencer marketing, performance marketing, social media management, web development, search engine optimisation and online reputation management. The acquisition is strategically aligned with YAAPs objective of creating an integrated digital marketing and communications platform with complementary capabilities and a broader client proposition. The acquisition is structured in tranches, with the Company intending to acquire 100% of the shareholding of Gozoop by completion of the third tranche. The consideration for the tranches is linked to the normalised EBITDA of Gozoop for the relevant financial years, with a combination of cash consideration and share swap. The Company expects the acquisition to provide opportunities for cross-selling, capability enhancement, talent integration, larger integrated mandates and greater scale.

2. LISTING ON NSE EMERGE

The Companys equity shares were listed on the NSE Emerge platform in March 2026.

The listing represents an important milestone for YAAP and provides enhanced visibility, access to capital markets and a stronger platform for pursuing the Companys growth strategy. The Company remains committed to maintaining high standards of corporate governance, transparency and regulatory compliance as a listed entity.

3. BUSINESS AND OPERATING STRATEGY

The Companys key strategic priorities include:

a. Integrated service offering

YAAP intends to continue developing an integrated digital-first service model encompassing creative, content, influencer, performance, media, technology and analytics capabilities.

b. Expansion of client relationships

The Company will continue to focus on increasing wallet share from existing clients while acquiring new clients across industries and geographies.

c. Technology and AI

The Company intends to increase the use of AI and proprietary technology across its service offerings to improve campaign effectiveness, productivity, content creation, analytics and client outcomes.

d. Geographic expansion

The Company intends to leverage its existing presence in India, the UAE and Singapore and evaluate opportunities for expansion into additional markets.

e. Strategic acquisitions

The Company will continue to evaluate acquisitions and strategic opportunities that can strengthen its capabilities, expand its client base, provide access to new technologies or enhance its geographic presence.

f. Creator economy

The rapid growth of the creator economy provides opportunities for the Company to expand its influencer and creator-led marketing capabilities and develop technology-enabled solutions for brands and creators.

4. HUMAN RESOURCES

Human capital remains a key driver of the Companys business. The digital marketing industry is highly talent-driven and requires professionals with expertise across creative communication, technology, data, media, content, strategy and account management. During FY 2025–26, the Company expanded its talent base in line with business growth and the integration of complementary capabilities arising from the Gozoop acquisition. The Company continues to focus on attracting, developing and retaining talent, encouraging cross-functional collaboration and creating an environment that supports innovation and professional development. As at FY 2025–26, the Company had a team of more than 400 professionals across its operating geographies.

5. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has established an appropriate internal control framework commensurate with the size and complexity of its operations. The internal control framework is designed to provide reasonable assurance regarding the safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, operational efficiency and compliance with applicable laws and regulations. The Audit Committee periodically reviews the adequacy and effectiveness of internal controls and the Companys financial reporting processes. The statutory auditors also consider the internal financial controls relevant to the preparation of financial statements in accordance with applicable requirements. The Company continues to strengthen its internal control and governance framework in line with its growth and status as a listed entity.

6. RISK MANAGEMENT

The Companys business is exposed to various operational, financial, strategic and industry-specific risks. The key risks include: dependence on key clients and client concentration; intense competition in the digital marketing and advertising industry; rapid technological changes and evolving digital platforms; dependence on skilled and creative talent; cybersecurity, data privacy and information security risks; risks associated with changes in digital advertising platforms and algorithms; integration risks associated with acquisitions; foreign exchange and cross-border operating risks; regulatory and compliance risks; and macroeconomic conditions affecting client advertising and marketing expenditure.

The Company follows a structured approach to identify, assess and mitigate material risks. Management periodically reviews the risk environment and takes appropriate measures to mitigate identified risks.

7. OPPORTUNITIES

The continued shift of consumer engagement towards digital channels presents significant opportunities for the Company. Key opportunities include:

1. increasing digital advertising and marketing spends;

2. growth in influencer and creator-led marketing;

3. increasing demand for performance-oriented campaigns; 4. adoption of AI and automation in marketing;

5. increasing demand for integrated digital and creative solutions;

6. expansion into international markets;

7. cross-selling opportunities arising from the Gozoop integration; and

8. development of proprietary technology and data-led marketing solutions.

The Company believes that its integrated capabilities, diversified client base and expanding geographic presence provide a strong foundation to capture these opportunities.

8. THREATS

The Company operates in a highly competitive and rapidly evolving industry. Changes in technology, consumer preferences, digital platforms, regulatory requirements and client spending patterns may affect the Companys operations. The availability of alternative digital marketing service providers, in-house marketing teams and technology-driven solutions may increase competitive intensity. The Company also remains exposed to the risk of attracting and retaining specialised talent, cybersecurity and data privacy concerns and potential disruption arising from changes in digital platforms and technologies. Management continues to monitor these developments and adapt its business strategy accordingly.

9. OUTLOOK

The Company remains focused on building a scaled, integrated and technology-enabled digital marketing platform. The management believes that the continued structural shift towards digital media, increasing adoption of creator-led marketing, demand for measurable marketing outcomes and growing use of AI provide attractive long-term opportunities. The integration of Gozoop is expected to further strengthen the Companys creative and digital capabilities and create opportunities for cross-selling and integrated client engagements.

The Company also intends to pursue growth through new client acquisition, expansion of existing relationships, technology and AI-led solutions, geographical expansion and selective strategic acquisitions. While the Company remains optimistic about its long-term growth prospects, management recognises that the business environment continues to be competitive and subject to technological, economic and regulatory changes.

10. CAUTIONARY STATEMENT

Statements in this Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may constitute "forward-looking statements" within the meaning of applicable securities laws and regulations. These statements are based on certain assumptions and expectations of future events and are subject to risks and uncertainties. Actual results may differ materially from those expressed or implied due to various factors, including changes in economic conditions, industry dynamics, client spending, competition, technology, regulatory environment, availability of talent, execution risks and other factors that may affect the Companys business. The Company assumes no obligation to publicly update or revise any forward-looking statements based on subsequent events or developments, except as may be required under applicable laws and regulations.

	For & on behalf of the Board of Directors of
	Yaap Digital Limited
	(Formerly Known as Yaap Digital Private Limited)
	SD/-	SD/-
	Laxmiraj Seetharam Nayak	Sudhir Menon
Place: Mumbai	Chairman & Managing Director	Director
Date:August 28, 2026	[DIN: 01828278]	[DIN: 02487658]