Eventions Ltd Management Discussions

OPERATION

The following discussion presents the managements perspective on our financial condition and operational results for the period ended September 30, 2025, and for the financial years ended March 31, 2025, 2024, and 2023. This analysis should be read in conjunction with the sections titled Financial Information beginning on page 176 of this Draft Red Herring Prospectus. This discussion includes forward-looking statements that represent our current outlook regarding future events and financial performance. It is important to note that such statements are subject to various risks and uncertainties, including, but not limited to, those outlined in the Risk Factors section on page 22 of this Draft Red Herring Prospectus. Actual results may vary significantly from those projected in the forward-looking statements. For further details on these forward-looking statements, please refer to the chapter titled Forward-Looking Statements on page 20 of this Draft Red Herring Prospectus. Unless stated otherwise, the financial information used in this section is derived from the Restated Financial Statements of the Company. Our financial year concludes on March 31 annually. Therefore, references to specific financial years correspond to the 12-month periods ending on March 31 of the respective year.

In this section, unless the context necessitates otherwise, references to we, us, or our pertain to Eventions Limited. Unless specified otherwise, the financial data included herein is extracted from the Restated Financial Statements for the financial years 2025, 2024, and 2023 and for the period ended September 30, 2025, as provided in this Draft Red Herring Prospectus, beginning on page no. 176.

BUSINESS OVERVIEW

Our Company operates in the Meetings, Incentives, Conferences and Exhibitions ( MICE ) and Event Management segment and is engaged in providing services relating to the planning, coordination and execution of corporate events, conferences and related activities. These services are generally provided to corporate clients and institutions and involve coordination of venues, travel arrangements, accommodation, logistics management and on-site event execution support depending on the scope of the engagement. Our services are typically delivered on a project-specific basis, wherein clients engage the Company for the planning and execution of particular programs or events. A portion of the Company s assignments are received through repeat engagements from existing corporate clients, where organisations periodically organise meetings, conferences and corporate events.

Our Company undertakes assignments of varying scale which may be organised at domestic locations across India as well as at international destinations, depending on the requirements of the client. Our Company operates through an asset-light execution model, coordinating with hospitality providers, destination management companies, logistics partners and event production vendors for the delivery of corporate programs across multiple locations. This operating structure enables the Company to manage assignments of varying scale while maintaining operational flexibility.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR AND SIX MONTHS PERIOD

Based on mutual discussions between the Board of the Company and the BRLM, the Board is of the opinion that, since the date of the last financial statements disclosed in this Draft Red Herring Prospectus, no circumstances have arisen that materially or adversely impact, or are likely to impact, the Company within the next twelve months, except as follows:

Increase in Authorized Share Capital - The Company has increased the authorized share capital from INR 5,00,00,000 (Indian Rupees Five Crores) divided into 50,00,000 (Fifty Lakh) equity shares of INR 10 (Indian Rupees Ten) each to INR 15,00,00,000 (Indian Rupees Fifteen Crores) divided into 1,50,00,000 (One Crore Fifty Lakh) equity shares of INR 10 (Indian Rupees Ten) each vide board resolution dated March 01, 2026 and shareholders resolutions in the Extra Ordinary General Meeting dated March 01, 2026.

Issue of Bonus Shares - The Board of Directors at its meeting held on March 05, 2026 pursuant to Section 63 and other applicable provisions, if any, of The Companies Act, 2013 and Rules made thereunder, proposed that a sum of INR 7,92,00,000/- (Indian rupees Seven Crores Ninety-Two Lakh Only) be capitalized as Bonus Equity shares out of security premium, free reserves and surplus, and distributed amongst the Equity Shareholders by issue of 79,20,000 (Seventy-Nine Lakh Twenty Thousand Only) Equity shares of 10/- each credited as fully paid to the Equity Shareholders in the proportion of 8 (Eight) Equity share for every 1 (One) Equity share. It has been approved in the meeting of shareholders held on March 05, 2026. The Board of Directors of the Company has allotted Bonus Equity Shares to the shareholders of the Company in the board meeting held on March 05, 2026.

3. Acquisition of shares in the Gantu Online Private Limited The Board of Directors of the Company, in their meeting held on March 10, 2026, approved the acquisition of 70% of the total paid-up equity share capital of Gantu Online Private Limited, comprising 67,438 equity shares. The consideration for the said acquisition was determined in accordance with the valuation report prepared pursuant to Rule 11UA of the Income Tax Rules, 1962. Consequent to this acquisition, Gantu Online Private Limited has become a subsidiary of the Company

4. Additional loan borrowing facility The Board of Directors of the Company, approved the availing of an unsecured business loan facility from :-

In Cred Financial Services Limited, up to an aggregate principal amount of 75 Lakhs (Rupees Seventy-Five Lakhs only), at an interest rate of 18.5% per annum, subject to the terms and conditions set forth in the sanction letter/loan agreement,

Godrej Finance Ltd, up to an aggregate principal amount of 35.70 Lakhs (Rupees Thirty-Five Lakhs, Seventy Thousands only), at an interest rate of 17% per annum, subject to the terms and conditions set forth in the sanction letter/loan agreement and

Bajaj Finance Ltd, up to an aggregate principal amount of 51.04 Lakhs (Rupees Fifty One Lakhs, Four Thousands only), at an interest rate of 16% per annum, subject to the terms and conditions set forth in the sanction letter/loan agreement

5. Passing of resolution for the proposed IPO The Board of Directors of the Company in their meeting held on March 26, 2026 approved Initial Public Offer of up to 32,30,400* Equity Shares which was subsequently approved by the members of the Company in their Extra Ordinary General meeting held on March 27, 2026.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business is exposed to a range of risks and uncertainties, as detailed in the section titled Risk Factors starting on 22 of this Draft Red Herring Prospectus. Several factors influence our operational performance and financial condition, including the following:

a. Changes, if any, in regulations, regulatory frameworks, or economic policies in India and/or foreign countries that impact national and international finance. b. Company results of operational and financial performance. c. Competitive dynamics and the performance of industry peers. d. Significant changes in India s economic and fiscal policies. e. Inability to adapt to evolving industry needs, particularly in the relevant sector, which may adversely impact on our business and financial condition. f. Volatility in Indian and global capital markets.

KEY PERFORMANCE INDICATORS OF OUR COMPANY

Sr. No Particulars	September 30, 2025	March 31, 2025	March 31, 2024	March 31, 2023
1. Revenue from operations	4,343.09	8,752.97	8,656.75	4,160.48
2. EBITDA	439.13	708.92	413.26	178.24
3. EBITDA (%) Margin	10.11%	8.10%	4.77%	4.28%
4. ROCE (%)	27.05%	68.31%	88.51%	156.40%
5. Current Ratio	1.56	1.62	1.26	1.12
6. Debt to Equity	36.55%	36.26%	42.39%	47.03%
7. PAT	322.71	512.59	328.65	139.02
8. PAT Margin %	7.38%	5.82%	3.77%	3.33%
9. ROE/RoNW	27.55%	70.28%	106.46%	185.66%
10. EPS	3.83	6.09	3.90	1.65

Notes:

1.Revenue from operations is the total revenue generated by our Company from its operation. 2.EBITDA is calculated as Profit before tax + Depreciation + Interest Expenses-other income 3.EBITDA Margin is calculated as EBITDA divided by Revenue from Operations

4.ROCE: Return on Capital Employed is calculated as EBIT divided by capital employed, which is defined as shareholders equity plus long-term debt less Revaluation Reserve.

5.Current Ratio: Current Asset over Current Liabilities

6.Debt to Equity is calculated as total debt divided by total shareholder s fund. 7.PAT is mentioned as PAT for the period 8. PAT margin is calculated as PAT divided by total income.

9.ROE is calculated as PAT divided by shareholders equity

10.EPS is mentioned as EPS for the period. (The calculation has been presented after giving effect to the bonus issue dated March 5, 2026.)

MANAGEMENT s DISCUSSION ON RESULTS OF OPERATION

In INR Lakhs

Particulars	As on Septem ber 30, 2025	%age of Revenu e from Operati on	As on March 31, 2025	%age of Revenu e from Operati on	As on March 31, 2024	%age of Revenu e from Operati on	As on March 31, 2023	%age of Revenu e from Operati on
Revenue from Operations	4,343.09	100.00%	8,752.97	100.00%	8,656.75	100.00%	4,160.48	100.00 %
Other Income	27.53	0.63%	49.20	0.56%	71.83	0.83%	10.53	0.25%
Total Income Expenses	4,370.63	100.63 %	8,802.16	100.56 %	8,728.57	100.83 %	4,171.01	100.25 %
(a) Cost of Services consumed	3,596.49	82.81%	7,354.11	84.02%	7,880.10	91.03%	3,782.33	90.91%
(b) Employee benefits expenses	194.55	4.48%	485.85	5.55%	248.79	2.87%	145.41	3.50%
(c) Finance Costs	27.10	0.62%	39.23	0.45%	24.76	0.29%	0.10	0.00%
(d) Depreciation and amortization expenses	5.99	0.14%	16.90	0.19%	17.83	0.21%	0.60	0.01%
(e) Other	112.93	2.60%	204.08	2.33%	114.60	1.32%	54.50	1.31%
Expenses
Total Expenses	3,937.06	90.65%	8,100.18	92.54%	8,286.08	95.72%	3,982.94	95.73%
Profit before tax	433.57	9.98%	701.99	8.02%	442.49	5.11%	188.07	4.52%
Tax Expenses:
(a) Current Tax	109.13	2.51%	195.09	2.23%	106.19	1.23%	49.05	1.18%
(b) Deferred Tax	1.73	0.04%	(5.70)	-0.07%	7.66	0.09%	(0.01)	0.00%
Tax Expenses	110.86	2.55%	189.39	2.16%	113.84	1.32%	49.04	1.18%
Total
Profit/(Loss) for the period	322.71	7.43%	512.59	5.86%	328.65	3.80%	139.02	3.34%
Earnings per equity share:
(a) Basic	3.83		6.09		3.90		1.65
(b) Diluted	3.83		6.09		3.90		1.65

OUR SIGNIFICANT ACCOUNTING POLICIES

For details on significant accounting policies, refer to the section titled Significant Accounting Policies under the chapter Financial Information , beginning on page 176 of this Draft Red Herring Prospectus.

REVIEW OF BALANCE SHEET ITEMS

Borrowings

Total borrowings increased from 67.91 lakhs as at March 31, 2023 to 200.51 lakhs as at March 31, 2024 (increase of 195.25%), 357.39 lakhs as at March 31, 2025 (increase of 78.24%) and further to 496.08 lakhs as at September 30, 2025. The increase is primarily attributable to higher working capital requirements in line with growth in operations. The Company s project-based model involves upfront execution costs prior to receipt of final payments, leading to timing gaps. While FY 24 growth was volume-driven, subsequent increases were due to higher ticket-size projects. The trend reflects increased operational scale and working capital requirements.

Trade Receivables and Trade Payables

Trade receivables increased from 478.57 lakhs as at March 31, 2023 to 1,255.29 lakhs as at March 31, 2024 (increase of 162.30%), decreased to 985.68 lakhs as at March 31, 2025 (decrease of 21.48%), and further increased to 2,104.84 lakhs as at September 30, 2025. Trade payables moved from 179.48 lakhs (FY23) to 442.71 lakhs (FY24) to 213.61 lakhs (FY25) and 156.83 lakhs (Sept 2025). The fluctuations are attributable to timing differences in billing, collections and settlements.

Inventories

The Company does not maintain inventories as it operates in a service-based business model. Accordingly, no inventory balances were reported as at March 31, 2023, March 31, 2024, March 31, 2025 or September 30, 2025. The absence of inventory is consistent with the nature of operations, which involve rendering services rather than dealing in goods.

Investments

Investments increased from 30.00 lakhs as at March 31, 2023 to 130.00 lakhs as at March 31, 2024 (increase of 333.33%) and 209.98 lakhs as at March 31, 2025 (increase of 61.52%), and thereafter decreased to 100.00 lakhs as at September 30, 2025 (decrease of 52.38%). These primarily represent fixed deposits maintained as margin money against banking facilities. The increase up to FY25 reflects higher utilisation of bank guarantees and credit facilities. The reduction in September 2025 is due to release/utilisation of such deposits. These are operational in nature.

Loans and Advances

Long-term loans and advances increased from 0.12 lakhs (FY23) to 18.12 lakhs (FY24) (increase of 15,126.05%) and remained at similar levels thereafter at 18.12 lakhs (FY25) and 18.00 lakhs (Sept 2025). Short-term loans and advances increased from 252.84 lakhs (FY23) to 1,192.42 lakhs (FY24) (increase of 371.62%), marginally decreased to 1,133.64 lakhs (FY25) (decrease of 4.93%), and further increased to 1,757.66 lakhs (Sept 2025). These include vendor advances, prepaid expenses, employee advances and statutory balances.

Contingent Liabilities

The Company does not have any contingent liabilities as at March 31, 2023, March 31, 2024, March 31, 2025 or September 30, 2025.

OVERVIEW OF REVENUE & EXPENDITURE

The following discussion on the results of operations should be read in conjunction with the Restated Financial Statements for the Period ended September 30, 2025, and for the Financial year 2024-2025, 2023-2024, and 2022-2023. Our revenue and expenses are presented as follows:

Revenues

Revenue of operations

Our revenue from operations is derived primarily from sale of our services that involve providing end-to-end event planning, coordination and execution services in the Meetings, Incentives, Conferences and Exhibitions ( MICE ) and event management segment.

Our service offerings are broadly categorized into:

1. MICE services, including meetings, conferences and incentive travel programs;

2. Corporate events, including product launches, conferences and corporate gatherings including Virtual events, conducted through digital platforms;

3. Free Independent Travel ( FIT ) services, comprising customised travel arrangements.

4. Brand and marketing activations, involving promotional and on-ground marketing activities

We provide these services to corporate clients and institutions, which involve coordination of venues, travel and accommodation arrangements, logistics management and on-site execution support, depending on the specific requirements of each engagement.

Other Income

Our other income primarily comprises interest income earned on bank deposits and commission income. Interest income is generated from fixed deposits placed with banks, which are maintained as lien against certain borrowing facilities, including overdraft arrangements. Commission income represents earnings from ancillary services provided in the ordinary course of our business.

Expenditure

Our total expenditure primarily comprises Cost of Service Consumed, Employee Benefit Expenses, Finance Costs, Depreciation and Amortization Expenses, and Other Expenses.

Cost of Service Consumed

Cost of services consumed constitutes a significant portion of our total expenditure and primarily includes expenses incurred in connection with the execution of events and programs undertaken by the Company.

Such costs mainly comprise air fare expenses, hotel stay and accommodation costs, hotel food and catering expenses, travel and transportation expenses (including local conveyance and logistics), visa expenses, foreign remittances, tour package costs (including international travel programs), and hire charges for venues, equipment and related infrastructure.

Employee benefit expense

Employee benefit expenses comprise salaries, wages and bonus payments, including remuneration to directors, gratuity expenses, staff welfare costs, and statutory contributions such as Employees State Insurance ( ESI ) and Provident Fund ( PF ).

Finance Cost

Finance costs primarily comprise interest expenses on bank loans, bank charges and loan processing charges incurred in connection with the Company s borrowings and banking facilities. These costs represent the expenses associated with availing and servicing debt and other credit facilities utilized in the course of our business operations.

Depreciation and Amortization Expenses

Depreciation and amortization expenses primarily comprise depreciation on general plant and machinery, computers and data processing units, office equipment, furniture and fixtures, and vehicles.

Other Expenses

Other expenses primarily comprise power and fuel expenses, rent, payment to auditors, fees and subscriptions, rates and taxes, insurance costs, internet and telephone expenses, legal and professional fees, postage and courier charges, printing and stationery expenses, bad debts, repair and maintenance, foreign exchange fluctuation expenses, corporate social responsibility ( CSR ) expenses, interest on delayed payment of statutory dues and miscellaneous expenses.

Stub Period ended September 30, 2025 (Based on Restated Financial Statements) Revenues Total Income

The total income for the period ended September 30, 2025, amounted to INR 4370.63 Lakhs.

Revenue from operations

Revenue from operations for the period ended September 30, 2025 stood at 4,343.09 lakhs. Further, revenue was primarily driven by the MICE segment ( 3,596.46 lakhs; 82.81%), followed by Events ( 734.64 lakhs; 16.92%) and FIT & Others ( 11.99 lakhs; 0.28%).

Other Income

Other Income for the period ended September 30, 2025, amounted to INR 27.53 Lakhs, representing 0.63 % of Revenue from Operations.

Expenditure

Total Expenses

Total Expenses for the period ended September 30, 2025, amounted to INR 3937.06 Lakhs, representing 90.65 % of the Revenue from Operations. These expenses include Cost of Service Consumed, Employee Benefit Expenses, Finance Costs, Depreciation and Amortization Expenses, and Other Expenses.

Cost of Service Consumed

Cost of service consumed for the period ended on September 30, 2025, amounting to INR 3596.49 Lakhs representing 82.81% of Revenue from Operations.

Employment Benefit Expenses

Employee benefit cost for the period ended on September 30, 2025, amounting to INR 194.55 Lakhs representing to 4.48% of the operational revenue.

Finance Cost

Finance cost for the period ended on September 30, 2025, amounting to INR 27.10 Lakhs representing to 0.62% of the operational revenue. Of the finance cost, interest of INR 21.07 Lakhs (77.76% of the finance cost) paid to banks and FIs.

Depreciation and Amortization Expenses

Depreciation and Amortization Expenses for the period ended September 30, 2025, amounted to INR 5.99 Lakhs, representing 0.14% of the Revenue from Operations.

Other Expenses

Other Expenses for the period ended September 30, 2025, amounted to INR 112.93 Lakhs, representing 2.60% of the Revenue from Operations.

Restated Profit before Tax

Restated Profit Before Tax for the period ended September 30, 2025, amounted to INR 433.57 Lakhs, representing 9.98% of the Revenue from Operations.

Tax Expense

Tax Expense for the period ended September 30, 2025, amounted to INR 110.86 Lakhs, of which Current Tax was INR 109.13 Lakhs and Deferred Tax was INR1.73 Lakhs, representing 2.51% and 0.04%, respectively, of the Revenue from Operations.

Restated Profit after Tax

Restated Profit After Tax for the period ended September 30, 2025, amounted to INR 322.71 Lakhs, representing 7.43% of the Revenue from Operations.

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

Revenue

Revenue of operations

Net Revenue from Operations for the financial year 2024-25, amounted to INR 8,752.97 Lakhs, compared to INR 8,656.75 Lakhs in the financial year 2023-24, representing an increase of 1.11%.

Reason: Revenue from operations increased by 1.11% from 8,656.75 lakhs in Fiscal 2024 to 8,752.97 lakhs in Fiscal 2025. The modest increase in revenue from operations was primarily due to the Company s focus on profitability over volume growth. During the year, the Company focused on higher-margin engagements. Further, revenue was primarily driven by the MICE segment ( 8,032.59 lakhs; 91.77%), followed by Events ( 649.90 lakhs; 7.42%) and FIT & Others ( 70.48 lakhs; 0.81%).

Other Income

Other Income for the financial year 2024-25, amounted to INR 49.20 Lakhs, compared to INR 71.83 Lakhs in the financial year 2023-24, reflecting a decrease of 31.51%.

Reason: Other income decreased by 31.51% from 71.83 lakhs in Fiscal 2024 to 49.20 lakhs in Fiscal 2025. The decrease was primarily attributable to the absence of non-recurring income in Fiscal 2025, particularly sundry balances written back amounting to 34.11 lakhs recognised in Fiscal 2024. This was partially offset by an increase in commission income to 39.04 lakhs in Fiscal 2025 from 29.89 lakhs in Fiscal 2024. The movement in other income is largely due to year-on-year variations in such incidental and non-operational items.

Cost of Service Consumed

Cost of Service Consumed for the financial year 2024-25, amounted to INR 7,354.11 Lakhs, compared to INR 7,880.10 Lakhs in the financial year 2023-24, reflecting a decrease of 6.67%.

Reason: Cost of Service Consumed for the financial year 2024-25 amounted to 7,354.11 lakhs, compared to 7,880.10 lakhs in the financial year 2023-24, reflecting a decrease of 6.67%.

The decrease was mainly due to better procurement planning, change in supplier mix and improved vendor relationships, which helped the Company secure better pricing and discounts. As a result, cost of services consumed as a percentage of revenue declined from 91.03% in Financial Year 2023-24 to 84.02% in Financial Year 2024-25.

Employee benefit expense

The Employee Benefit Expense for the financial year 2024-25, amounted to INR 485.85 Lakhs, compared to INR 248.79 Lakhs in the financial year 2023-24, reflecting an increase of 95.28%.

Reason: Employee benefit expenses increased by 95.28% from 248.79 lakhs in Fiscal 2024 to 485.85 lakhs in Fiscal 2025. The increase was primarily attributable to an increase in salaries, wages and bonus (including director s remuneration), which rose to 459.88 lakhs in Fiscal 2025 from 242.94 lakhs in Fiscal 2024. The increase reflects higher employee costs during the year, including increments and performance-linked incentives, as well as an increase in director remuneration. The movement in employee benefit expenses is in line with the Company s operational requirements and cost structure during the year.

(INR in Lakhs)

Particulars	March 31,2025	March 31,2024	%age Inc/Dec
Salary, Wages & Bonus	459.88	242.92	89.30%
Gratuity Expense	17.04	1.02	1569.68%
Staff Welfare Cost	4.94	2.17	127.04%
ESI Expense	0.44	0.34	28.27%
PF Expense	3.55	2.31	53.23%
Total Expenses	485.85	248.79	95.28%

Finance Cost

The Finance Cost for the financial year 2024-25, stood at INR 39.23 Lakhs, compared to INR 24.76 Lakhs in the financial year 2023-24, representing an increase of 58.46%.

Reason: Finance costs increased by 58.46% from 24.76 lakhs in Fiscal 2024 to 39.23 lakhs in Fiscal 2025. The increase was primarily attributable to higher borrowings during the year, which increased from 200.51 lakhs as at March 31, 2024 to 357.39 lakhs as at March 31, 2025, resulting in higher interest expenses. The movement in finance costs is in line with the level of indebtedness during the year.

Depreciation and Amortization Expenses

The Depreciation and Amortisation Expenses for the financial year 2024-25, stood at INR 16.90 Lakhs, compared to INR 17.83 Lakhs in the financial year 2023-24, representing a decrease of 5.24 %.

Reason: Depreciation and amortization expenses decreased by 5.24% from 17.83 lakhs in Fiscal 2024 to 16.90 lakhs in Fiscal 2025. The decrease was primarily attributable to lower additions to property, plant and equipment and intangible assets during the year, amounting to 3.96 lakhs in Fiscal 2025 as compared to 54.95 lakhs in Fiscal 2024. The movement reflects the impact of prior year additions and the normal course of depreciation on existing assets.

Other Expenses

The Other Expenses for the financial year 2024-25 stood at INR 204.08 Lakhs, compared to INR 114.60 Lakhs in the financial year 2023-24, representing an increase of 78.09%.

Reason: Other expenses increased by 78.09% from 114.60 lakhs in Fiscal 2024 to 204.08 lakhs in Fiscal 2025. The increase was primarily attributable to higher interest on delay of statutory dues, which increased to 80.68 lakhs in Fiscal 2025 from 19.07 lakhs in Fiscal 2024, and an increase in legal and professional fees to 35.78 lakhs from 34.49 lakhs. Further, rent expenses increased to 38.23 lakhs from 36.31 lakhs and fees and subscription expenses increased to 9.23 lakhs from 4.48 lakhs. The increase was partially offset by a decrease in repair and maintenance expenses to 5.81 lakhs in Fiscal 2025 from 13.05 lakhs in Fiscal 2024. The movement in other expenses reflects changes in administrative and operational expenditure during the year.

Particulars	March 31,2025	March 31,2024	% age Increase
Power and fuel	2.44	1.62	50.49%
Rent	38.23	36.31	5.27%
Payment to auditors	3.00	0.15	1900.00%
Fees and Subscription	9.23	4.48	105.86%
Rate Fees & Taxes	6.15	0.43	1347.06%
Insurance Cost	0.96	-
Internet and telephone expenses	5.30	3.54	49.83%
Legal and professional fees	35.78	34.49	3.75%
Postage and Courier	5.40	0.36	1406.06%
Printing and Stationery	0.91	0.97	(6.24%)
Bad debts	7.60	0.00	NA
Repair and Maintenance	5.81	13.05	(55.49%)
Foreign exchange fluctuation expenses	2.62	-	-
CSR Expense	-	-	-
Interest on delay of statutory dues	80.68	19.07	323.09%
Miscellaneous expenses	(0.03)	0.13	(119.01%)
Total	204.08	114.60	78.09%

Tax Expense

The tax expense for the financial year 2024-25, stood at INR 189.39 Lakhs, comprising INR 195.09 Lakhs as current tax and INR (5.70) Lakhs as deferred tax. In the financial year 2023-24, the tax expense stood at INR

113.84 Lakhs, with INR 106.19 Lakhs as current tax and INR 7.66 Lakhs as deferred tax, representing an Increase of 66.36%.

Reason: Tax expense increased by 66.36% from 113.84 lakhs in Fiscal 2024 to 189.39 lakhs in Fiscal 2025. The tax expense for Fiscal 2025 comprised current tax of 195.09 lakhs and deferred tax credit of 5.70 lakhs, as compared to current tax of 106.19 lakhs and deferred tax expense of 7.66 lakhs in Fiscal 2024.

The increase in tax expense was primarily attributable to the higher profit before tax during the year. The movement also reflects changes in deferred tax arising from timing differences during the respective periods.

Restated Profit after Tax

The restated profit after tax for the financial year 2024-25, was INR 512.59 Lakhs, compared to INR 328.65 Lakhs in the Financial Year 2023-24, reflecting a increase of 55.97%.

Reason: The restated profit after tax for the financial year 2024-25 was 512.59 lakhs, compared to 328.65 lakhs in the Financial Year 2023-24, reflecting an increase of 55.97%.

The increase in profit after tax was mainly due to improvement in margins during the year. The Company shifted its focus towards higher value events, with the number of events having contract value of 50 lakhs and above increasing to 31 in Financial Year 2024-25 from 27 in Financial Year 2023-24, while events in the 10 lakhs to 50 lakhs category reduced during the same period as mentioned in the table below. This shift towards higher ticket size events helped improve overall realizations.

Further, within these higher value events, the share of international events increased, which generally offer better margins compared to domestic events. This was also supported by an increase in long-haul category of international events, which involve premium destinations and provide better margins per person travelled.

In addition, better procurement planning and vendor pricing also helped reduce cost of services consumed, contributing to the overall improvement in profitability.

Particulars	FY 2025	FY 2024
Events with contract value INR 50 lakh and above
Domestic	15	16
International	16	11
Long haul	9	2
Short haul	7	9
Total	31	27
Average Revenue Generated per Event (INR in Lakhs)	262.55	265.92
Events with contract value 10 lakh	50 lakh
Domestic	19	44
International	4	7
Long haul	1	5
Short haul	3	2
Total	23	51
Average Revenue Generated per Event (INR in Lakhs)	18.00	24.76

The above data represents events executed within specified ticket-size categories and does not include events with contract value below INR 10 lakh.

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

Revenues

Revenue of operations

Net Revenue from Operations for the financial year 2023-24, amounted to INR 8,656.75 Lakhs, compared to INR 4,160.48 Lakhs in the financial year 2022-23, representing an increase of 108.07%.

Reason: Revenue from operations increased by 108.07% from 4,160.48 lakhs in Fiscal 2023 to 8,656.75 lakhs in Fiscal 2024. The increase was primarily attributable to higher business volumes during the year, driven by a significant scale-up in engagements with an existing customer, resulting in higher value projects executed as compared to the previous year. Further, revenue was primarily driven by the MICE segment ( 7,565.50 lakhs; 87.39%), followed by Events ( 1,011.73 lakhs; 11.69%) and FIT & Others ( 79.52 lakhs; 0.92%).

Other Income

Other Income for the financial year 2023-24, amounted to INR 71.83 Lakhs, compared to INR 10.53 Lakhs in the financial year 2022-23, reflecting an increase of 582.11%.

Reason: Other income increased by 582.11% from 10.53 lakhs in Fiscal 2023 to 71.83 lakhs in Fiscal 2024. The increase was primarily attributable to higher non-operating income during the year, including income from sundry balances written back amounting to 34.11 lakhs and commission income of 29.89 lakhs in Fiscal 2024. Interest income on fixed deposits also contributed to the increase. The movement reflects year-on-year variations in such incidental income components.

Cost of Service Consumed

Cost of Service Consumed for the financial year 2023-24, amounted to INR 7,880.10 Lakhs, compared to INR 3,782.33 Lakhs in the financial year 2022-23, reflecting an increase of 108.34%.

Reason: Cost of services consumed increased by 108.34% from 3,782.33 lakhs in Financial Year 2022-23 to 7,880.10 lakhs in Financial Year 2023-24. The increase in cost of services consumed was primarily in line with the significant growth in revenue during the year. Cost of services consumed as a percentage of revenue from operations was 90.91% in Financial Year 2022-23 and 91.03% in Financial Year 2023-24.

Employee benefit expense

The Employee Benefit Expense for the financial year 2023-24, amounted to INR 248.79 Lakhs, compared to INR 145.41 Lakhs in the financial year 2022-23, reflecting an increase of 71.09%.

Reason: Employee benefit expenses increased by 71.09% from 145.41 lakhs in Fiscal 2023 to 248.79 lakhs in Fiscal 2024. The increase was primarily attributable to higher salaries, wages and bonus (including director s remuneration), which increased to 242.94 lakhs in Fiscal 2024 from 142.22 lakhs in Fiscal 2023. The increase includes a rise in director remuneration to 14.40 lakhs in Fiscal 2024 from 3.90 lakhs in Fiscal 2023, along with higher employee costs in line with the scale of operations during the year. The movement in employee benefit expenses reflects the increased manpower requirements and overall operational scale in Fiscal 2024.

(INR in Lakhs)

Particulars	March 31,2024	March 31,2023	%age Inc/Dec
Salary, Wages & Bonus	242.92	142.22	70.81%
Gratuity Expense	1.02	0.29	247.83%
Staff Welfare Cost	2.17	2.18	(0.48%)
ESI Expense	0.34	0.05	546.29%
PF Expense	2.31	0.66	251.44%
Total Expenses	248.79	145.41	71.09%

Finance Cost

The Finance Cost for the financial year 2023-24, stood at INR 24.76 Lakhs, compared to INR 0.10 Lakhs in the financial year 2022-23, representing a significant increase of 24167.70%.

Reason: Finance costs increased from 0.10 lakhs in Fiscal 2023 to 24.76 lakhs in Fiscal 2024. The increase was primarily attributable to higher borrowings during the year, which increased from 67.91 lakhs as at March 31, 2023 to 200.51 lakhs as at March 31, 2024, resulting in higher interest expenses. The movement reflects utilization of debt facilities to support the scale-up of operations during the year.

Depreciation and Amortization Expenses

The Depreciation and Amortization Expenses for the financial year 2023-24, stood at INR 17.83 Lakhs, compared to INR 0.60 Lakhs in the financial year 2022-23, representing a substantial increase of 2875.74%.

Reason: Depreciation and amortization expenses increased from 0.60 lakhs in Fiscal 2023 to 17.83 lakhs in Fiscal 2024. The increase was primarily attributable to higher additions to property, plant and equipment and intangible assets during the year, amounting to 54.95 lakhs in Fiscal 2024 as compared to 3.96 lakhs in Fiscal 2023. The movement reflects the impact of such additions on depreciation during the year.

Other Expenses

The Other Expenses for the financial year 2023-24 stood at INR 114.60 Lakhs, compared to INR 54.50 Lakhs in the financial year 2022-23, representing an increase of 110.27%.

Reason: Other expenses increased by 110.27% from 54.50 lakhs in Fiscal 2023 to 114.60 lakhs in Fiscal 2024.

The increase was primarily attributable to higher legal and professional fees, which increased to 34.49 lakhs in Fiscal 2024 from 16.99 lakhs in Fiscal 2023, and rent expenses, which increased to 36.31 lakhs from 4.24 lakhs. Further, interest on delay of statutory dues increased to 19.07 lakhs from 6.91 lakhs, and fees. The movement in other expenses reflects changes in administrative and operational expenditure in line with the scale of operations during the year.

(INR in Lakhs)

Particulars	March 31,2024	March 31,2023	%age Inc/Dec
Power and fuel	1.62	0.27	508.86%
Rent	36.31	4.24	755.55%
Payment to auditors	0.15	3.35	(95.52%)
Fees and Subscription	4.48	5.09	(11.94%)
Rate Fees & Taxes	0.43	10.13	(95.81%)
Insurance Cost	-	-	-
Internet and telephone expenses	3.54	0.16	2087.41%
Legal and professional fees	34.49	16.99	103.02%
Postage and Courier	0.36	-	-
Printing and Stationery	0.97	0.96	0.73%
Bad debts	0.00	0.00	177.70%
Repair and Maintenance	13.05	5.59	133.51%
Foreign exchange fluctuation expenses	-	-	-
CSR Expense	-	-	-
Interest on delay of statutory dues	19.07	6.91	175.85%
Miscellaneous expenses	0.13	0.80	(83.25%)
Total	114.60	54.5	110.27%

Tax Expense

The tax expense for the financial year 2023-24, stood at INR 113.84 Lakhs, comprising INR 106.19 Lakhs as current tax and INR 7.66 Lakhs as deferred tax. In the financial year 2022-23, the tax expense stood at INR 49.04 Lakhs, with INR 49.05 Lakhs as current tax and INR (0.01) Lakhs as deferred tax, representing an increase of 132.13%.

Reason: Tax expense increased by 132.13% from 49.04 lakhs in Fiscal 2023 to 113.84 lakhs in Fiscal 2024. The tax expense for Fiscal 2024 comprised current tax of 106.19 lakhs and deferred tax expense of 7.66 lakhs, as compared to current tax of 49.05 lakhs and deferred tax credit of 0.01 lakhs in Fiscal 2023. The increase in tax expense was primarily attributable to higher profit before tax during the year. The movement also reflects changes in deferred tax arising from timing differences during the respective periods.

Restated Profit after Tax

The restated profit after tax for the financial year 2023-24, was INR 328.65 Lakhs, compared to INR 139.02 Lakhs in the Financial Year 2022-23, reflecting a increase of 136.40%.

Reason: Profit after tax increased by 136.40% from 139.02 lakhs in Fiscal 2023 to 328.65 lakhs in Fiscal 2024. The increase was primarily driven by higher revenue during the year. Profit after tax as a percentage of total income improved from 3.33% in Financial Year 2022-23 to 3.77% in Financial Year 2023-24.

The improvement in profitability was also supported by a change in event mix within the category of events with contract value of 50 lakhs and above. During the year, there was a higher proportion of international events in this segment, along with an increase in average revenue per event, both of which generally provide better margins compared to domestic events.

International events in this category increased from 3 in Financial Year 2022-23 to 11 in Financial Year 2023-24, which also contributed to an increase in average revenue per event from 154.60 lakhs to 265.92 lakhs as mentioned in table below.

Particulars	FY 2024	FY 2023
Events with contract value INR 50 lakh and above
Domestic	16	15
International	11	3
Long haul	2	1
Short haul	9	2
Total	27	18
Average Revenue Generated per Event (INR in Lakhs) 265.92	154.60

Events with contract value 10 lakh	50 lakh
Domestic	44	44
International	7	0
Long haul	5	0
Short haul	2	0
Total	51	44
Average Revenue Generated per Event (INR in Lakhs)	24.76	23.43

The above data represents events executed within specified ticket-size categories and does not include events with contract value below INR 10 lakh.

Cash Flow

Sr. No Particulars	September 30, 2025	March 31, 2025	March 31, 2024	March 31, 2023
1. Net cash (used in)/ generated from operating activities	(264.41)	(289.38)	29.10	263.40
2. Net cash (used in)/ generated from investing activities	103.27	(83.94)	(172.95)	(34.08)
3. Net cash (used in)/ generated from financing activities	160.59	117.65	107.84	58.31
4. Net increase/(decrease) in cash & cash equivalents	(0.56)	(255.67)	(36.00)	287.62
5. Cash & cash equivalents at the beginning of the period	0.57	256.24	292.24	4.62
6. Cash & cash equivalent at the end of the period	0.02	0.57	256.24	292.24

Cash Flow from / (used in) Operating Activities

Net cash used in operating activities for the six months period ended September 30, 2025 was (264.41) lakhs and our profit before tax for that period was 433.57 lakhs. The difference was primarily attributable to finance cost of 27.10 lakhs, depreciation of 5.99 lakhs and changes in working capital of (620.20) lakhs, mainly on account of increase in trade receivables and short-term loans and advances, resulting in cash used in operations before tax at (153.55) lakhs. Income tax paid during the period amounted to 110.86 lakhs.

Net cash used in operating activities in Financial Year 2024-25 was (289.38) lakhs and our profit before tax for that period was 701.99 lakhs. The difference was primarily attributable to finance cost of 39.23 lakhs, depreciation of 16.90 lakhs and changes in working capital of (899.78) lakhs, mainly on account of increase in working capital requirements, resulting in cash used in operations before tax at (141.66) lakhs. Income tax paid during the year amounted to 147.71 lakhs.

Net cash generated from operating activities in Financial Year 2023-24 was 29.10 lakhs and our profit before tax for that period was 442.49 lakhs. The difference was primarily attributable to finance cost of 24.76 lakhs, depreciation of 17.83 lakhs, liability written back of (34.11) lakhs and changes in working capital of (315.96) lakhs, resulting in cash generated from operations before tax at 135.01 lakhs. Income tax paid during the year amounted to 105.91 lakhs.

Net cash generated from operating activities in Financial Year 2022-23 was 263.40 lakhs and our profit before tax for that period was 188.07 lakhs. The difference was primarily attributable to finance cost of 0.10 lakhs, depreciation of 0.60 lakhs, liability written back of (3.50) lakhs and changes in working capital of 185.63 lakhs, resulting in cash generated from operations before tax at 370.91 lakhs. Income tax paid during the year amounted to 107.51 lakhs.

Cash Flow from / (used in) Investing Activities

Net cash generated from investing activities for the six months period ended September 30, 2025 was 103.27 lakhs, primarily due to decrease in non-current investments, partially offset by purchase of property, plant and equipment.

In Financial Year 2024-25, net cash used in investing activities was (83.94) lakhs, mainly on account of investment in non-current investments and purchase of property, plant and equipment.

In Financial Year 2023-24, net cash used in investing activities was (172.95) lakhs, primarily due to investments in non-current investments, purchase of property, plant and equipment and increase in long-term loans and advances.

In Financial Year 2022-23, net cash used in investing activities was (34.08) lakhs, mainly towards investments in non-current investments and purchase of property, plant and equipment.

Cash Flow from / (used in) Financing Activities

Net cash generated from financing activities for the six months period ended September 30, 2025 was 160.59 lakhs, primarily due to borrowings and equity infusion, partially offset by repayments and finance costs.

In Financial Year 2024-25, net cash generated from financing activities was 117.65 lakhs, mainly due to borrowings, partially offset by repayments and finance costs.

In Financial Year 2023-24, net cash generated from financing activities was 107.84 lakhs, primarily due to borrowings, partially offset by repayments and finance costs.

In Financial Year 2022-23, net cash generated from financing activities was 58.31 lakhs, mainly due to borrowings, partially offset by repayments and finance costs.

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

1. Unusual or infrequent events or transactions.

Except as described in this Draft 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 22 of this Draft 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 Draft Red Herring Prospectus, particularly in the sections Risk Factors and Management s Discussion and Analysis on pages 22 and 220 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. Future changes in the 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.

Apart from the risks as disclosed under Section titled Risk Factors beginning on page no. 22 there are no known factors that may adversely affect our business prospects, results of operations and financial condition.

5. Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or increased sales prices.

The income and sales of our Company on account of major activities derives from its MICE activity. Our Company operates in the Meetings, Incentives, Conferences and Exhibitions ( MICE ) and Event Management segment and is engaged in providing services relating to the planning, coordination and execution of corporate events, conferences and related activities.

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

The Company is in the business of MICE and event management, the relevant industry data, as available, has been included in the chapter titled Industry Overview beginning on page 103 of this Draft Red Herring Prospectus.

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

Our Company has not announced any new services or business services

8. The extent to which the business is seasonal.

Our Company s business is not directly seasonal as such. For more details kindly refer to Risk Factor No. 17 under Section titled Risk Factors beginning on page no. 22

9. Any significant dependence on a single or few suppliers or customers

The % of contribution of our Company s customers vis-a-vis the total revenue from operations respectively for the period ended September 2025, March 2025, March 2024 and March 2023 is as follows:

Particulars	September 30, 2025	March 31, 2025	March 31, 2024	March 31, 2023
Top 1 (in %)	52.07%	54.82%	63.21%	25.23%
Top 3 (in %)	69.12%	82.37%	77.03%	51.09%
Top 5 (in %)	80.67%	90.34%	86.71%	66.10%
Top 10 (in %)	93.90%	96.67%	92.59%	85.80%

The % of contribution of our Company s supplier s vis-a-vis the total revenue from operations respectively for the period ended September 2025, March 2025, March 2024 and March 2023 is as follows::

Particulars	September 30, 2025		March 31, 2025		March 31, 2024		March 31, 2023
Top 1 (in %)	8.04%		16.49%		17.18%		10.86%
Top 3 (in %)	17.28%		31.67%		33.02%		24.25%
Top 5 (in %)	26.10%		39.41%		39.75%		30.11%
Top 10 (in %)		44.24%		52.41%		49.59%		40.08%

10. Competitive Conditions

Competitive conditions are as described under the Chapters titled Industry Overview and Our Business beginning on pages 103 and 117 respectively of this Draft Red Herring Prospectus.