Adcounty Media India Ltd Management Discussions

The following discussion is intended to convey managements perspective on our financial condition and results of operations for the financial year ended March 31,2025, March 31, 2024; and March 31, 2023. One should read the following discussion and analysis of our financial condition and results of operations in conjunction with our section titled "Financial Statements" and the chapter titled "Restated Financial Information" on page 230 of the Red Herring Prospectus. This discussion contains forward-looking statements and reflects our current views with respect to future events and our financial performance and involves numerous risks and uncertainties, including, but not limited to, those described in the section entitled "Risk Factors" on page 28 of this Red Herring Prospectus. Actual results could differ materially from those contained in any forward-looking statements and for further details regarding forward-looking statements, kindly refer the chapter titled "Forward-Looking Statements" on page 18 of this Red Herring Prospectus. Unless otherwise stated, the financial information of our Company used in this section has been derived from the Restated Financial Information. Our financial year ends on March 31 of each year. Accordingly, unless otherwise stated, all references to a particular financial year are to the 12-month period ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to "we", "us" or "our" refers to Adcounty Media India Limited (Formerly known as Adcounty Media India Private Limited), our Company. Unless otherwise indicated, financial information included herein are based on our Restated Financial Statements for the Financial Years 2025, 2024 and 2023 included in this Red Herring Prospectus beginning on page 230 of this Red Herring Prospectus.

COMPANY OVERVIEW

Our Company was originally incorporated as a private limited company under the Companies Act, 2013 with the name and style of "Adcounty Media India Private Limited" bearing Corporate Identification Number U93000RJ2017PTC057939 dated May 03, 2017, issued by the Registrar of Companies, Central Registration Centre. Subsequently, our Company was converted into public limited company pursuant to a shareholders resolution passed at an Extraordinary General Meeting held on February, 27, 2024 and the name of our Company was changed to "Adcounty Media India Limited", and a fresh Certificate of Incorporation dated, May 28, 2024, was issued by Registrar of Companies, Central Processing Centre. As on date of this Red Herring Prospectus, the Corporate Identification Number of our Company is U93000RJ2017PLC057939.

BUSINESS OVERVIEW

Our Company is a BrandTech company focused on providing end-to-end solutions to brands, that cover everything from branding to performance optimisation. We leverage the latest technologies to serve a diverse range of clients spanning across various industries. The firm empowers its client-base with customized advertising solutions that are designed and developed through the lenses of customers. Our Company also operates multiple websites across various verticals, offers mobile apps, and provides a Programmatic tool called BidCounty, designed to enhance performance and branding campaigns of our clients. Further, to help brands with the right user acquisition, we conduct thorough market research and deliver robust ad solutions.

The primary objective of our Company is to provide the best set of media solutions and leverage technological advancements to help brands, companies and businesses identify, target, acquire and retain the right audience for their products/services. Our adaptive and performance-driven solutions bridge the gap between demand and supply creating a judicious balance for both advertisers and publishers

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR

As per mutual discussion between the Board of the Company and BRLM, in the opinion of the Board of the Company there have not arisen any circumstances since the date of the last financial statements as disclosed in the Red Herring Prospectus and which materially and adversely affect or is likely to affect within the next twelve months except as follows:

The Board of Directors of our Company has approved and passed resolution on August 01, 2024 to authorize the Board of Directors to raise the funds by way of Initial Public Offering.

The Shareholders of our Company has approved and passed resolution on August 08, 2024, in Extra ordinary General Meeting to authorize the Board of Directors to raise the funds by way of Initial Public Offering.

The Shareholders of our company approved the redesignation of Mr. Chandan Garg as Managing Director, in the Extra Ordinary General Meeting held on June 14, 2024.

The Shareholders of our company approved the redesignation of Mr. Aditya Jangid as Managing Director, in the Extra Ordinary General Meeting held on June 14, 2024.

The Shareholders of our company approved the redesignation and appointment of Mr. Abbhinav Rajendra Jain as Whole Time Director and Chief Financial Officer of the Company respectively, in the Extra Ordinary General Meeting held on June 14, 2024.

The Shareholders of our company approved the redesignation of Mr. Delphin Varghese as Whole Time Director, in the Extra Ordinary General Meeting held on June 14, 2024.

The Shareholders of our Company appointed Ms. Vartika Dangayach as Non-Executive and Non- Independent Director in the Extra Ordinary General Meeting held on June 14, 2024.

The shareholders of our Company appointed Mr. Prakash Chand Gupta, Mr. Ujjval Sangtani and Mr. Pulkit Patel as Independent Directors in the Extra-Ordinary General Meeting held on June 14, 2024.

The board of directors in its meeting held on January 19, 2024 appointed Ms. Ashita Agrawal as Company Secretary & Compliance Officer of the Company w.e.f. January 19, 2024.

The board of directors of our company in its Board Meeting dated May 30, 2025 has revised the number of shares to be issued in the Initial Public Offer of the company.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS

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

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

Companys results of operations and financial performance;

Performance of Companys competitors;

Significant developments in India‘s economic and fiscal policies;

Failure to adapt to the changing needs of industry and in particular government policies and regulations may adversely affect our business and financial condition;

Volatility in the Indian and global capital market.

MANAGEMENTS DISCUSSION ON RESULT OF OPERATION

(Rs. in Lakhs)

	For the Period ended		For the Period ended		For the Period ended
Particulars	31 March, 2025	%age of Total Income	31 March, 2024	%age of Total Income	31 March, 2023	%age of Total Income
INCOME:
Revenue from	6,889.51	99.02	4,265.95	98.65	5,356.52	99.86
Operations
Other income	68.53	0.98	58.33	1.35	7.50	0.14
Total Income (A)	6,958.04	100	4,324.28	100	5,364.02	100
EXPENSES:
Cost of Media Traded	3,945.85	56.71	2,145.28	49.61	3,055.99	56.97
Employee Benefit	481.31	6.92	420.74	9.73	250.27	4.67
Expenses
Depreciation &	33.74	0.48	11.93	0.28	12.07	0.22
Amortization
Expenses
Other Expenses	637.19	9.16	619.77	14.33	1,009.82	18.83
Finance Costs	19.83	0.28	4.89	0.11	9.71	0.18
Total expenses (B)	5,117.92	73.55	3,202.61	74.06	4,337.86	80.87
Profit/ Loss before tax for the year (C) =(A-B)	1,840.12	26.45	1,121.67	25.94	1,026.16	19.13
Tax expense
(i) Current tax	471.42	6.78	293.91	6.80	265.92	4.96
(ii) Deferred tax assets	(6.31)	(0.09)	(0.46)	(0.01)	(3.26)	(0.06)
Total tax expense for the year/ period (D)	465.11	6.68	293.45	6.79	262.67	4.90
Profit/ Loss for the year/ period (E) = (C-D)	1,375.01	19.76	828.23	19.15	763.50	14.23

Our Significant Accounting Policies

For Significant accounting policies please refer to " Material Accounting Policies", under the Chapter titled

"Restated Financial Statements" beginning on page 230 of the Red Herring Prospectus.

Overview of Revenue & Expenditure

The following discussion on the results of operations should be read in conjunction with the Restated Financial statements for the Financial Year 2024-25, Financial Year 2023-2024, and Financial Year 2022-23. Our revenue and expenses are reported in the following manner:

Revenues

Revenue of operations

Our Companys revenue is primarily generated from sales of services in India or Abroad.

Other Income

Other Income includes interest income on deposit, interest on income tax refund, profit on sales of fixed assets, Fair value gain on investment measured at FVTPL, Discount on Security Deposit, Forex Gain/Loss & Miscellaneous Income.

Expenditure

Our total expenditure primarily consists of Purchases of traded media services, Employee benefit expenses, Depreciation and amortization expenses, Other Expenses, and Finance Costs.

Cost of Media Traded (COMT)

It refers to the total expenditures on traded media services, encompassing all purchases related to digital marketing services. This includes any costs incurred for acquiring and utilizing media services in our dealings, specifically those associated with digital marketing.

Employee benefit expense

The Employee benefits expense includes Salaries and wages for employees, directors and KMPs, and Staff welfare expenses.

Depreciation and Amortization Expenses,

Depreciation Expenses majorly includes depreciation on Furniture & Fixtures, Vehicles, Computers and Office

Equipments and Amortization expenses includes on intangible assets.

Other Expenses

Other Expenses include major expenses on Legal & Professional Expenses, Technical Support Services, Business Promotion Expenses, Travelling & Conveyance, Commission & Brokerage, Advertising & Sales Promotion and other expenses.

Finance Cost

Finance cost expense include interest on Government Dues, Income Tax & Finance Charges.

FISCAL YEAR ENDED MARCH 31, 2025, COMPARED WITH THE FISCAL YEAR ENDED MARCH 31, 2024 (BASED ON RESTATED STANDALONE FINANCIAL STATEMENTS)

Revenues

Total Income

Total Income for the year ended March 31, 2025, stood at Rs. 6,958.04 Lakhs whereas for the year ended March 31, 2024 it stood at Rs 4,324.28 Lakhs representing an increase of 60.91%.

Reason: The increase in the total income of the company is due to a significant increase in key client contracts and prevailing market conditions. These factors have notably impacted our revenue streams and overall financial performance.

Revenue of operations

Net revenue from operations for the year ended March 31, 2025, stood at Rs 6,889.51 Lakhs whereas for the year ended March 31, 2024 it stood at Rs. 4,265.95 Lakhs representing an increase of 61.50%.

Reason: The increase in the Revenue from operations of the company due to the strategy that company opted in FY 2025 by reducing the low margin clients and putting full focus on high margin clients.

(Rupees In Lakhs)

Particulars	FY 2024-25	FY 2023-24	%age Increase
Export Sales	1,646.49	1,005.58	63.74%
Domestic Sales	5,243.02	3,260.37	60.81%
Total	6,889.51	4,265.95	61.50%

The increase in export revenue was primarily driven by the high-margin nature of our services in Export Service. On the domestic front, sales also increased due to rising demand from larger clients, resulting in higher volumes despite relatively lower margins.

Other Income

Other Income for the year ended March 31, 2025, stood at Rs. 68.53 Lakhs whereas in the Financial Year 2023-24 it stood at Rs. 58.33 Lakhs representing an increase 17.48%.

Reason: The Increase in other income is due to Interest on deposits the company has made with banks.

Expenditure

Total Expenses

Total Expenses for the year ended March 31, 2025 stood at Rs. 5,117.92 Lakhs which is 73.55% of Total Income for the year. For the year ended March 31, 2024 it stood at Rs. 3,202.61 Lakhs which represents 74.06% of Total Income for the year. There is an increase by 59.80% Y-o-Y from year 2024 to 2025.

Cost of Media Traded (COMT)

Cost of Media Traded constitutes of Purchase of Traded Media Services. For the year ending 31st March 2025 the COMT stood at Rs. 3,945.85 Lakhs which represent 56.71% of Total Income for the year. For the year ending 31st March 2024, the COGS stood at Rs. 2,145.28 Lakhs which represents 49.61% of Total Income. There is a total increase of 83.93% over the year.

Reason: The COMT largely concerns the acquisition of traded media services, which directly constitute our revenues from operations under product sales. These comprise third-party costs for the acquisition of media credits, lead generation services, and other external utilities that are vital for the delivery of client campaigns.

In FY 2024 25, the Company undertook several new projects with comparatively lower margins as part of a deliberate effort to drive higher overall revenue. This approach proved effective, resulting in an approximately 1.5x increase in total income over the previous financial year. Consequently, the increase in COMT is proportionate to this revenue growth.

It is noteworthy that, despite the increase in COMT in absolute terms, the Company continues to invest in strengthening its in-house capabilities, including lead generation and media planning. These initiatives are aimed at reducing long-term reliance on external agencies and achieving greater cost efficiency over time.

In conclusion, the increase in COMT is consistent with the companys growth strategy of revenue and the characteristics of projects initiated in the year, and long-term cost-sensitivity efforts continue ongoing through in-house capability building.

Employee benefit expense

The Employee benefit expense for the year ending March 31, 2025, stood at Rs. 481.31 Lakhs whereas in year ending March 31, 2024, it stood at Rs. 420.74 Lakhs representing an increase of 14.40%.

Reason: The rise in employee benefit costs is mainly attributed to the firms strategic initiative of enhancing its in-house strength. In recent years, we have progressively shifted from outsourced freelancers and third-party vendors to assembling exclusive in-house teams for important operational and technical activities. This move is meant to enhance efficiency, guarantee increased control over project management, and minimize long-term reliance on third-party suppliers.

In addition, throughout the year, the company onboarded staff with a focus on client servicing and relationship management. Client relationship strengthening has been an integral component of our growth strategy, and this activity has positively impacted revenue generation through higher client satisfaction and retention.

Collectively, the growth in employee costs is in alignment with the companys long-term strategy of developing sustainable internal talent, improving service quality, and facilitating business growth.

Finance Cost

The Finance Cost for the year ending March 31, 2025, stood at Rs. 19.83 Lakhs whereas in the year ending March 31, 2024 it stood at Rs. 4.89 Lakhs representing a increase of 305.05% from the previous years.

Reason:

The sharp increase in finance cost in FY 2024 25 is largely due to :

Interest on Lease Liability (according to IND AS116) : One of the significant elements of the finance Cost for the current year is interest on lease liabilities accounted for according to IND AS 116. In accordance with the companys growth and expansion strategy, a new corporate office was commissioned in Gurgaon during the year. The lease of this building has been accounted for according to IND AS, resulting in recognition of related interest costs, which were not there in earlier years.

Interest Due to Shortfall of Advance Tax:

Another element of the finance cost is interest payable in respect of the deficit in advance tax paid in the period. This did not previously apply during previous periods and has contributed to the overall finance cost increase.

These expenses are indicative of the companys business development and operational scaling, which are designed to facilitate future growth.

Depreciation and Amortization Expenses

The Depreciation and Amortization Expenses for the year ending March 31, 2025, stood at Rs. 33.74 Lakhs whereas at the year ending March 31, 2024 it stood at Rs. 11.93 Lakhs representing an increase of 182.93%.

Reason: The primary reason for this sharp increase is the depreciation on Right-of-Use (ROU) assets recognized under IND AS 116, following the lease of a new corporate office in Gurgaon during the year. Depreciation on ROU assets now constitutes approximately 62% of the total depreciation expense for FY 2024 25. This increase is largely due to the accounting treatment prescribed by IND AS, which requires capitalization and subsequent depreciation of leased assets, thereby impacting the companys financials. In prior years, such costs did not exist, hence the significant year-on-year variance.

This reflects the companys continued investment in infrastructure to support business growth and operational expansion.

Other Expenses

The Other Expenses for the year ended March 31, 2025, stood at Rs. 637.19 Lakhs whereas for the year ending March 31, 2024 it stood at Rs. 619.77 Lakhs representing a increase of 2.81%.

Reason: A major decrease in other expenses was observed, primarily due to reductions in Legal & Professional Fees, Traveling & Conveyance, and Printing & Stationery costs. However, this was partially offset by increases in Advertising and Sales Promotion, Commission & Brokerage Expenses, and Office Expenses. The net impact of these changes resulted in an overall increase of 2.81% in other expenses.

(Rupees In Lakhs)

Particulars	FY 2025	%age of Total Income	FY 2024	%age of Total Income	%age Change
Total Income	6,958.04	100.00%	4,324.29	100.00%
Legal and Professional Expenses	183.97	2.64%	359.04	8.30%	(48.76%)
Travelling and Conveyance	48.03	0.69%	66.80	1.54%	(28.10%)
Printing and Stationery	0.25	0.00%	1.27	0.03%	(79.89%)
Rates & Taxes	0.82	0.01	25.13	0.58%	(96.75%)
Advertising and Sales Promotion	130.97	1.88%	85.70	1.98%	52.82%
Commission & Brokerage Expense	200.55	2.88%	32.04	0.74%	525.94%
Office Expenses	13.75	7.51	7.51	0.17%	83.09%

Restated Profit before Tax

The restated profit before tax for the year ending March 31, 2025, stood at Rs. 1,840.12 Lakhs which is 26.45% of Total income for the year whereas for the year ending March 31, 2024 it stood at Rs. 1,121.67 Lakhs which represents 25.94% of Total Income for the year. This shows an overall increase of 64.05%.

Tax Expense

Tax Expense for the year ending March 31, 2025, stood at Rs. 465.11 Lakhs out of which Current Tax being Rs. 471.42 Lakhs and Deferred Tax being negative Rs. 6.31 Lakhs. The Tax expense represents 6.68% of Total Income for the year. The same in year ending March 31, 2024 stood at Rs. 293.45 Lakhs out of which Current Tax being Rs.293.91 and Deferred Tax being Rs. 0.46 Lakhs which represents 6.79% of Total Income for the year. There is an increase of 58.50%.

Restated Profit after Tax

The restated profit after tax for the year ending March 31, 2025, stood at Rs. 1,375.01 Lakhs which is 19.76% of Total income for the year. For the year ending March 31, 2024, it stood at Rs. 828.23 Lakhs which is 19.15% of the Total Income for the year. There is an overall increase of 66.02% .

FISCAL YEAR ENDED MARCH 31, 2024, COMPARED WITH THE FISCAL YEAR ENDED MARCH 31, 2023 (BASED ON RESTATED STANDALONE FINANCIAL STATEMENTS)

Revenues

Total Income

Total Income for the year ended March 31, 2024, stood at Rs. 4,324.28 Lakhs whereas for the year ended March 31, 2023 it stood at Rs 5,364.02 Lakhs representing a decrease of 19.38%.

Reason: The decrease in the total income of the company is due to a significant decrease in key client contracts and prevailing market conditions. These factors have notably impacted our revenue streams and overall financial performance.

Revenue of operations

Net revenue from operations for the year ended March 31, 2024, stood at Rs. 4,265.95 Lakhs whereas for the year ended March 31, 2023 it stood at Rs. 5,356.52 Lakhs representing a decrease of 20.36%.

Reason: The decrease in the Revenue from operations of the company due to the strategy that company opted in FY 2024 by reducing the low margin clients and putting full focus on high margin clients.

(Rupees In Lakhs)

Particulars	FY 2023-24	FY 2022-23	%age Decrease
Export Sales	1,005.58	886.55	13.43%
Domestic Sales	3,260.37	4,469.97	(27.06)%
Total	4,265.95	5,356.52	(20.36)%

As we could see that the revenue from Export has increased as the exports is high margin service area and reduced on domestic sales from clients where volume was high but margins were low.

Other Income

Other Income for the year ended March 31, 2024, stood at Rs. 58.33 Lakhs whereas in the Financial Year 2022-23 it stood at Rs. 7.50 Lakhs representing an increase 677.46%.

Reason: The Increase in other income is due to Interest on deposits the company has made with banks.

Expenditure

Total Expenses

Total Expenses for the year ended March 31, 2024 stood at Rs. 3,202.61 Lakhs which is 74.06% of Total Income for the year. For the year ended March 31, 2023 it stood at Rs. 4,337.86 Lakhs which represents 80.87% of Total Income for the year. There is a decrease of 26.17% Y-o-Y from year 2023 to 2024.

Cost of Media Traded (COMT)

Cost of Media Traded constitutes of Purchase of Traded Media Services. For the year ending 31st March 2024 the COMT stood at Rs. 2,145.28 Lakhs which represent 49.61% of Total Income for the year. For the year ending 31st March 2023, the COGS stood at Rs.3,055.99 Lakhs which represents 56.97% of Total Income. There is a total decrease of 29.80% over the year.

Reason: The COGS are related to Sale of Products under revenue from operations. It should be noted that the purchase of traded media services is linked to the services we provide as a part of our business where we have to purchase credits or lead generation services from third parties. The same has reduced over the years because the company has started to build inhouse team which works on inhouse lead generation strategies and techniques to cater to the same and save on expenses.

Employee benefit expense

The Employee benefit expense for the year ending March 31, 2024, stood at Rs. 420.74 Lakhs whereas in year ending March 31, 2023, it stood at Rs. 250.27 Lakhs representing an increase of 68.11%.

Reason: The employee expenses have increased because of strategic decision by the company to slowly develop inhouse teams for getting the job done that was earlier being taken care by hiring freelancers or outsourcing it to other technical companies.

Finance Cost

The Finance Cost for the year ending March 31, 2024, stood at Rs. 4.89 Lakhs whereas in the year ending March 31, 2023 it stood at Rs. 9.71 Lakhs representing a decrease of 49.64% from the previous years.

Depreciation and Amortization Expenses

The Depreciation and Amortization Expenses for the year ending March 31, 2024, stood at Rs. 11.93 Lakhs whereas at the year ending March 31, 2023 it stood at Rs. 12.07 Lakhs representing an decrease of 1.16%.

Other Expenses

The Other Expenses for the year ended March 31, 2024, stood at Rs. 619.77 Lakhs whereas for the year ending March 31, 2023 it stood at Rs. 1009.82 Lakhs representing a decrease of 38.63%.

Reason: Major decrease in other expenses could be seen in due to decrease in Legal & professional Fees, office expense, advertising and sales promotion expense.

(Rupees In Lakhs)

Particulars	FY 2024	%age of Total Income	FY 2023	%age of Total Income	%age Change
Total Income	4,324.29	100.00%	5,364.02	100.00%	0.00%
Total	619.77	14.33%	1,009.82	18.83%	(4.49)%
Legal and Professional Expenses	359.04	8.30%	568.04	10.59%	(2.29)%
Travelling and Conveyance	66.80	1.54%	100.24	1.87%	(0.32)%
Advertising and Sales Promotion	85.70	1.98%	91.64	1.71%	0.27%
Technical Support Expenses	-	0.00%	89.97	1.68%	(1.68)%
Commission & Brokerage Expense	32.04	0.74%	44.37	0.83%	(0.09)%
Office Expenses	7.51	0.17%	41.19	0.77%	(0.59)%
Business Promotion Expenses	26.42	0.61%	29.85	0.56%	0.05%
Charity and Donation	-	0.00%	6.00	0.11%	(0.11)%
Telephone and Communication	1.08	0.02%	0.91	0.02%	0.01%
Charges
Printing and Stationery	1.27	0.03%	0.84	0.02%	0.01%
Statutory Audit Fee	0.60	0.01%	0.80	0.01%	0.00%
Repair and Maintenance Expenses	1.30	0.03%	0.35	0.01%	0.02%
Rates & Taxes	25.13	0.58%	0.01	0.00%	0.58%
Corporate Social Responsibility	9.50	0.22%	-	0.00%	0.22%
Expenditure
Payment to Auditors:		0.00%		0.00%	0.00%
Foreign Exchange Loss	-	0.00%	28.10	0.52%	(0.52)%
Miscellaneous Expenses	3.38	0.08%	7.51	0.14%	(0.06)%

Restated Profit before Tax

The restated profit before tax for the year ending March 31, 2024, stood at Rs. 1,121.67 Lakhs which is 25.94% of Total income for the year whereas for the year ending March 31, 2023 it stood at Rs. 1,026.16 Lakhs which represents 19.13% of Total Income for the year. This shows an overall increase of 8.51%.

Tax Expense

Tax Expense for the year ending March 31, 2024, stood at Rs. 293.45 Lakhs out of which Current Tax being Rs. 293.91 Lakhs and Deferred Tax being negative Rs. 0.46 Lakhs. The Tax expense represents 6.79% of Total Income for the year. The same in year ending March 31, 2023 stood at Rs. 262.67 Lakhs out of which Current Tax being Rs.265.92 and Deferred Tax being Rs. (3.26) Lakhs which represents 4.90% of Total Income for the year. There is an increase of 11.72%.

Restated Profit after Tax

The restated profit after tax for the year ending March 31, 2024, stood at Rs. 828.23 Lakhs which is 19.55% of Total income for the year. For the year ending March 31, 2023, it stood at Rs. 763.50 Lakhs which is 14.23% of the Total Income for the year. There is an overall increase of 8.48%

Reason: The increase in PAT is due to the following reasons:

a. The company has hired employees to bring certain tasks in-house, which helps save costs by avoiding outsourcing. By having an in-house team, the company can handle performance marketing internally, reducing the need to rely on third-party services for lead generation.

b. The company shifted its strategy from focusing on high-volume, low-margin work to concentrating on high-value work. This involved phasing out low-margin clients and retaining those who provide higher margins, allowing the company to focus on delivering quality work.

INFORMATION REQUIRED AS PER ITEM (II) (C) (IV) OF PART A OF SCHEDULE VI TO THE SEBI REGULATIONS:

1. Unusual or infrequent events or transactions

Except as described in this Red Herring Prospectus, during the periods under review there have been no transactions or events, which in our best judgment, would be considered unusual or infrequent.

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

Other than as described in the section titled Risk Factors beginning on page 28 of this Red Herring Prospectus, to our knowledge there are no known significant economic changes that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.

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

Other than as described in this Red Herring Prospectus, particularly in the sections Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations on pages 27 and 233 respectively, to our knowledge, there are no known trends or uncertainties that are expected to have a material adverse impact on our revenues or income from continuing operations

4. Income and Sales on account of major product/main activities

Our Company is engaged in providing innovative solutions to our customers. These solutions include two major categories:

1. Advertising Technology (Adtech)

2. Digital Marketing

5. Future changes in relationship between costs and revenues, in case of events such as future increase in labour or material costs or prices that will cause a material change are known.

Our Companys future costs and revenues can be indirectly impacted by an increase in employees benefit costs as the company require more employee in future.

6. Future relationship between Costs and Income

Our Companys future costs and revenues will be determined by competition, demand/supply situation, Indian Government Policies, foreign exchange rates and interest rates quoted by banks & others.

7. 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.

Increases in our revenues are by and large linked to increases in the volume of business.

8. Total turnover of each major industry segment in which the issuer company operates.

The Company operates in the Digital Marketing and Advertising Sector. Relevant industry data, as available, has been included in the chapter titled "Our Industry" beginning on page 122 of this Red Herring Prospectus.

9. Status of any publicly announced new products or business segments.

Our Company has not announced any new services and product and segment / scheme, other than as disclosed in this Red Herring Prospectus.

10. The extent to which the business is seasonal.

Our business does not depend on seasonal, environmental and/or climate changes. Hence, our business is not seasonal in nature.

11. Competitive Conditions

We face competition from existing and potential competitors, which is common for any business. Over a period of time, we have developed certain competitive strengths.