Landmark Immigration Consultants Ltd Management Discussions

OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

The following discussion and analysis of our financial condition and results of operations for the Fiscal Years 2024, 2023, and 2022 is based on, and should be read in conjunction with, our Restated Financial Statements, including the schedules, notes and significant accounting policies thereto, included in the chapter titled "Restated Financial Statements " beginning on page 184 of this Draft Red Herring Prospectus. Our Restated Financial Statements have been derived from our audited financial statements and restated in accordance with the SEBI ICDR Regulations and the ICAI Guidance Note. Our financial statements are prepared in accordance with AS.

You should read the following discussion of our financial condition and results of operations together with our restated financial statements included in this Draft Red Herring Prospectus. You should also read the section titled "Risk Factors" beginning on page 28 of this Draft Red Herring Prospectus, which discusses a number offactors, risks and contingencies that could affect our financial condition and results of operations. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year are to the twelve-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 Landmark Immigration Consultants Limited, our Company. Unless otherwise indicated, financial information included herein are based on our "Restated Financial Statements" for the Financial Years 2024, 2023, and 2022 included in this Draft Red Herring Prospectus beginning on page 184 of this Draft Red Herring Prospectus.

Note: Statement in the Management Discussion and Analysis Report describing our objectives, outlook, estimates, expectations or prediction may be "Forward Looking Statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to our operations include, among others, economic conditions affecting demand/supply and price conditions in domestic and overseas market in which we operate, changes in Government Regulations, Tax Laws and other Statutes and incidental factors.

BUSINESS OVERVIEW

We offer an integrated Global Consultancy Services which includes (i) Global Education Consultancy ("GEC") services to students, aspiring to build career abroad majorly in Canada and (ii) Immigration Consultancy ("IC") Services for Tourist/Business and application for Permanent Residency (PR). Within GEC, we assist Students in making smarter educational decisions and within IC, we assist customers in making visa application for tourist or business purpose and who are eligible to obtain a PR in that respective country. Our Company provides a one-stop solution to the students and customers predominantly from various parts of Punjab, Chandigarh and Vadodara. The Companys vision is to empower the aspiring students of India and fulfill the dreams of the citizens to position themselves successfully in the global landscape.

Company offers a comprehensive range of professional programs in global education consultancy which includes a) Education Consultancy b) Education Loan Guidance and Scholarships c) Admission application Formalities, d) Training for Language Proficiency Tests, e) Study/Schooling Visa etc., Also, we provide Admission support to our students right from the time when they enroll with us. Career support is embedded throughout our programs rather than at the end of a course. Our team helps our students hands on to identify and to create opportunities, provide guidance & support to develop their professional track record & develop an outreach strategy for them which can help them to take career benefits from newly developed skills.

Company also offers a range of services in Immigration Consultancy which includes a) Tourist/Business Visa Servies b) Permanent Residency Services. We provide consultancy services to our customers right from the time when they provide their preferences to travel or to settle in a particular country. We provide them service which includes detailed consultancy on identifying the right time to travel, destination of travel, the type of documents which are involved in the visa process for tourist/business purpose and for permanent residency purpose.

A. Global Education Consultancy Services:

1. Education Consultancy

2. Education Loan Guidance and Scholarships

3. Admission application Formalities

4. Training for Language Proficiency Tests

5. Study/Schooling Visa

B. Immigration Consultancy Services for Tourist/Business and application for Permanent Residency (PR)

iii. Tourist Visa/Business Visa

iv. Permanent Residency Visa.

For more details, please see the chapter titled, "Our Management" and "Our Promoters and Promoter Group" on page 163 and 177 of this Draft Red Herring Prospectus.

KEY PERFORMANCE INDICATORS OF OUR COMPANY:

Key Performance Indicators of our Company.

(Rs in lakhs)

Key Financial Performance	For the Financial Year ended
	March 31, 2024	March 31, 2023	March 31, 2022
Revenue from Operations (1)	3,488.88	1,958.28	1,834.41
EBITDA (2)	1,460.93	533.89	530.33
EBITDA Margin (%)(3)	41.87%	27.26%	28.91%
PAT	1,111.83	443.48	393.53
PAT Margin (%)(4)	31.87%	22.65%	21.45%
Return on Equity (%)(5)	35.64%	18.94%	20.47%
Debt to Equity Ratio (times) (6)	0.02	0.10	0.25
Current Ratio (times) (7)	3.33	1.54	1.07

Explanation of KPIs:

(1) Revenue from operations means the revenue from operations as appearing in the restated financial information.

(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) PAT Margin is calculated as PAT for the year divided by revenue from operations.

(5) Return on Equity is calculated by comparing the proportion of net income against the amount of average shareholder equity.

(6) Debt to Equity ratio is calculated as Long Term Debt + Short Term Debt divided by equity.

(7) Current Ratio is calculated by dividing Current Assets to Current Liabilities.

Operational KPIs of the Company:

(Rs in lakhs)

Key Financial Performance	March 31, 2024	March 31, 2023	arch 31, 2022
Revenue Split between Domestic sales and Export sales
Domestic sales*	1,060.43	834.47	832.84
Export sales*	2,428.45	1,123.81	1,001.57
Domestic sales (%)	30.39%	42.61%	45.40%
Export sales (%)	69.61%	57.39%	54.60%

*As per Restated financial statements

SIGNIFICANT DEVELOPMENTS AFTER MARCH 31, 2024

Except as mentioned below, In the opinion of the Board of Directors of our Company, since March 31, 2024, there have not arisen any circumstance that materially or adversely affect or are likely to affect the profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months.

1. The status of the Company changed to Public Limited and the name of the Company was changed to " Landmark Immigration Consultants Limited vide Special Resolution passed by the Shareholders at the Extra-Ordinary General Meeting of the Company held on March 13, 2024. The fresh Certificate of Incorporation consequent to conversion was issued on June 20, 2024 by the Registrar of Companies, Central Processing Centre.

2. The Board of the Company has approved to raise funds through Initial Public Offering in the board meeting held on July 04, 2024.

3. The members of the Company approved proposal of Board of Directors to raise funds through initial public offering in the AGM held on July 29, 2024.

FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our financial performance and results of operations are influenced by a number of important factors, some of which are beyond our control, including without limitation, intense global and domestic competition, general economic conditions, changes in conditions in the regional markets in which we operate, COVID-19-related effects on global and domestic economic conditions, and evolving government regulations and policies. Some of the more important factors are discussed below, as well as in the section titled "Risk Factors" on page 28 beginning of this Draft Red Herring Prospectus.

Our Companys future results of operations could be affected potentially by the following factors:

• Changes in laws and regulations relating to the sectors/areas in which we operate;

• Inability to identify or effectively respond to customer needs, expectations or trends in a timely manner;

• Our ability to successfully implement our growth strategy and expansion plans.

• Our failure to keep pace with rapid changes in technology;

• Our ability to meet our further capital expenditure requirements;

• Our ability to attract and retain qualified personnel;

• Conflict of Interest with affiliated companies, the promoter group and other related parties;

• Changes in political and social conditions in India, the monetary and interest rate policies of India and other countries;

• Volatility of loan interest rates and inflation;

• General economic and business conditions in the markets in which we operate and in the local, regional, national and international economies;

• Changes in government policies and regulatory actions that apply to or affect our business;

• Our inability to maintain or enhance our brand recognition;

SIGNIFICANT ACCOUNTING POLICIES

For details in respect of Statement of Significant Accounting Policies, please refer to the chapter titled "Restated Financial Statements" beginning on page 184 of this Draft Red Herring Prospectus.

RESULTS OF OPERATIONS

RESULTS OF OUR OPERATION

in Lakhs)

Particulars	For The Year Ended 31st March
	2024	% of Total Revenue	2023	% of Total Revenue	2022	% of Total Revenue
Revenue:
Revenue from operations	3,488.88	94.12%	1,958.28	90.55%	1,834.41	94.97%
Other income	218.15	5.88%	204.34	9.45%	97.13	5.03%
TOTAL INCOME	3,707.03	100.00%	2,162.62	100.00%	1,931.54	100.00%
Expenses:
(a) Cost of Material Consumed	-	-	-	-	-	-
(b) Purchase of stock-in-trade	-	-	-	-	-	-
(c) Increase/Decrease in Stock in trade	-	-	-	-	-	-
(d) Employee benefits expense	846.40	22.83%	631.31	29.19%	470.00	24.33%
(e) Finance costs	25.97	0.70%	43.62	2.02%	31.01	1.61%
(f) Depreciation and amortisation expense	104.95	2.83%	80.45	3.72%	72.19	3.74%
(g) Other expenses	1,181.55	31.87%	793.08	36.67%	834.07	43.18%
TOTAL EXPENSES	2,158.87	58.24%	1,548.46	71.60%	1,407.27	72.86%
Profit / (Loss) before tax	1,548.16	41.76%	614.16	28.40%	524.27	27.14%
Tax expenses:
(a) Current tax expense	407.04	10.98%	172.45	7.97%	141.94	7.35%
(b) Earlier year Tax	24.56	0.66%	2.80	0.13%	(5.80)	-0.30%
(c) Deferred tax expense / (benefit)	4.73	0.13%	(4.57)	-0.21%	(5.41)	-0.28%
Net tax expense/(benefit)	436.33	11.77%	170.68	7.89%	130.73	6.77%
Profit / (Loss) for the year	1,111.83	29.99%	443.48	20.51%	393.53	20.37%

Review of Restated Financials,

Key Components of Companys Profit and Loss Statement

Revenue from operations: Revenue from operations mainly consists pf revenue from Services offered.

Other Income: Other Income Consist of Interest Income, Discount Received, Profit on sale of plot, Rent received & Exchange rate fluctuation.

Expenses: Companys expenses consist of Depreciation Expenses, Employee Benefit Expenses, Finance Cost & Other Expenses.

Employee Benefits Expense: Employee benefit expenses includes Salaries and Wages, Directors Remuneration & Contribution to Statutory Funds, Gratuity Expenses etc.

Finance Cost: Finance Cost includes Interest paid on borrowings & Bank Charges.

Depreciation and Amortization Expense: We recognize Depreciation and Amortization expense on a SLM Basis as per the rates set forth in the Companies Act, 2013/ Companies Act, 1956, as applicable.

Other Expenses: Other expenses include Rent, Repair & Maintenance, Travelling & Conveyance, Commission etc. Fiscal 2024 compared with Fiscal 2023 Revenue from Operation

Revenue from operations for FY 2023-24 amounted to Rs 3,488.88 lakhs while revenue for FY 2022-23 was Rs 1,958.28 lakhs. Revenue from operations in FY 2023-24 grew by 78.16% as compared to FY 2022-23. The company witnessed a robust growth in the number of Student visas, Tourist visas and Permanent Residency (PR) visas. During FY 2023 -24, the company successfully managed to get approval for 3,391 visas in the Student, Tourist and PR visa category. The same number was 2,111 in FY 2022-23 indicating a 60.63% growth on YoY basis. This led to increase in revenue of the company during FY 2023-24.

Other Income

Other Income in FY 2023-24 amounts to Rs 218.15 Lakhs the same was Rs 204.34 lakhs in FY 2022-23. Other Income was higher as the company sold a plot in FY 2023 -24 for Rs 81.13 lakhs.

Employee Benefit Expenses

Employee benefit expenses has increased by 34.07% from Rs 631.31 lakhs in FY 2022-23 to Rs 846.40 lakhs in FY 2023-24. This increase was due to increase in salaries and wages, directors remuneration during FY 2023-24.

Finance Cost

Finance Cost has decreased by 40.46% from Rs 43.62 lakhs in FY 2022 -23 to Rs 25.97 lakhs in FY 2023-24. This decrease was primarily due repayment of borrowings during the year and the company did not avail any further borrowings during FY 2023-24.

Depreciation and Amortization Expenses

Depreciation has increased by 30.45% from Rs 80.45 lakhs in FY 2022-23 to Rs 104.95 lakhs in FY 2023-24. The company charges depreciation on WDV basis. During FY 2023-24, the company only made investment in Fixed Assets which led to increase in depreciation.

Other Expenses

Other expenses have increased by 48.98% from Rs 793.08 lakhs in FY 2022-23 to Rs 1,181.55 lakhs in FY 2023-24.

Tax Expenses

The Companys total tax expenses have increased from Rs 170.68 lakhs in FY 2022 -23 to Rs 436.33 lakhs in FY 2023-24. Increase in profits have attracted more tax liability during FY 2023-24.

Profit After Tax

The Profit after Tax in FY 2023-24 was Rs 1,111.83 lakhs which is 29.99% of Total Revenue. The same was Rs 443.48 lakhs in FY 2022-23 which was 20.51% of Total Revenue in FY 2022-23. Increase in topline growth of the company contributed to an increase in the PAT margins. On the other hand, the companys total expenses to revenue in FY 2023-24 was just 58.24% as compared to 71.60% in FY 2022-23. The company was able to control its employee benefit expenses which was 22.83% of Total Revenue in FY 2023-24 as compared to 29.19% in FY 2022-23 and repayment of borrowings led to decrease in finance cost which stood at 0.70% to total revenue in FY 2023-24 as compared to 2.02% in FY 2022-23. All these factors contributed to the growth in PAT and PAT margins during FY 2023 -24.

Fiscal 2023 compared with Fiscal 2022

Revenue from Operation

Revenue from operations for FY 2022-23 amounted to Rs 1,958.28 lakhs while revenue for FY 2021-22 was Rs 1,834.41 lakhs. Revenue from operations in FY 2022-23 grew by 6.75% as compared to FY 2021-22. Cross border restrictions were lifted post Covid-19 pandemic and the company witnessed a normal growth in the number of Student visas, Tourist visas and Permanent Residency (PR) visas. During FY 2022-23, the company successfully managed to get approval for 2,111 visas in the Student, Tourist and PR visa category. The same number was 1,705 in FY 2021-22 indicating a 23.81% growth on YoY basis. This led to increase in revenue of the company during FY 2022-23

Other Income

Other Income in FY 2022-23 amounted to Rs 204.34 lakhs the same was Rs 97.13 lakhs in FY 2021-22. Other income during FY 2022-23 was higher as the company booked Rs 62.98 lakhs from exchange rate gain during the year.

Employee Benefit Expenses

Employee benefit expenses has increased by 34.32% from Rs 470.00 lakhs in FY 2021-22 to Rs 631.31 lakhs in FY 2022-23. This increase was due to increase in salaries and wages, directors remuneration during FY 2022-23.

Finance Cost

Finance Cost has increased by 40.66% from Rs 31.01 lakhs in FY 2021-22 to Rs 43.62 lakhs in FY 2022-23. This increase was primarily due to increase in Interest on borrowings during the year.

Depreciation and Amortization Expenses

Depreciation has increased by 11.44% from Rs 72.19 lakhs in FY 2021-22 to Rs 80.45 lakhs in FY 2022-23. The company charges depreciation on WDV basis. During FY 2022-23, the company made additions in their existing fixed assets which lead to increase in depreciation during the year.

Other Expenses

Other expenses have decreased by 4.91% from Rs 834.07 lakhs in FY 2021-22 to Rs793.08 lakhs in FY 2022-23.

Tax Expenses

The Companys total tax expenses have increased from Rs 130.73 lakhs in FY 2021 -22 to Rs 170.68 lakhs in FY 2022-23. Increase in profits have attracted more tax liability during FY 2022-23.

Profit After Tax

The Profit after Tax in FY 2022-23 was Rs 443.48 lakhs which is 20.51% of Total Revenue. The same was Rs 393.53 lakhs in FY 2021 -22 which was 20.37% of Total Revenue in FY 2021 -22. Increase in topline growth of the company contributed to an increase in the PAT margins. On the other hand, the companys total expenses to revenue in FY 2022-23 was 71.60% as compared to 72.86% in FY 2021-22. The company was able to reduce its other expenses which were 36.67% of Total Revenue in FY 2022-23 as compared to 43.18% in FY 2021-22. All these factors contributed to the growth in PAT and PAT margins during FY 2022-23.

Cash Flows

(Rs in lakhs)

Particulars	March 31, 2024	March 31, 2023	March 31, 2022
Net Cash from Operating Activities	712.69	252.36	395.52
Net Cash from Investing Activities	(32.55)	72.66	(377.62)
Net Cash from Financing Activities	8.32	(395.43)	(85.19)

Cash Flows from Operating Activities

Net cash from operating activities for FY 2023-24 was at Rs 712.69 lakhs as compared to the Profit Before Tax at Rs 1,548.16 lakhs while for FY 2022-23 net cash from operating activities was at Rs 252.36 lakhs as compared to the Profit Before Tax at Rs 614.16 Lakhs. This was primarily due to adjustments against, changes in Working Capital & Income Tax Paid.

Net cash from operating activities for FY 2022-23 was at Rs 252.36 lakhs as compared to the Profit Before Tax at Rs 614.16 lakhs while for FY 2021-22 net cash from operating activities was at Rs 395.52 lakhs as compared to the Profit Before Tax at Rs 524.27 Lakhs. This was primarily due to adjustments against adjustments against, changes in Working Capital & Income Tax Paid.

Cash Flows from Investment Activities

In FY 2023-24, the net cash invested in Investing Activities was Rs (32.55) lakhs. This was mainly on account of Purchases of Fixed Assets.

In FY 2022-23, the net cash invested in Investing Activities was Rs 72.66 lakhs. This was mainly on account of Sale of Fixed Assets.

In FY 2021-22, the net cash invested in Investing Activities was (Rs377.62) lakhs. This was mainly on account of Purchases of Fixed Assets.

Cash Flows from Financing Activities.

In FY 2023-24, the net cash from financing activities was Rs 8.32 lakhs. This was on acco unt of decrease of Loans and Advances.

In FY 2022-23, the net cash from financing activities was (Rs 395.43) lakhs. This was on account of repayment of Long Term & Short-Term Borrowings.

In FY 2021 -22, the net cash from financing activities was (Rs 85.19) lakhs. This was on account of repayment of Long Term & Short-Term Borrowings.

RELATED PARTY TRANSACTIONS

Related party transactions with certain of our promoter, directors and their entities and relatives primarily relate to remuneration, salary, commission and issue of Equity Shares. For further details of related parties kindly refer chapter titled "Restated Financial Statements beginning on page 184 of this Draft Red Herring Prospectus.

OFF-BALANCE SHEET ITEMS

We do not have any other off-balance sheet arrangements, derivative instruments or other relationships with any entity that have been established for the purposes of facilitating off-balance sheet arrangements.

QUALIFICATIONS OF THE STATUTORY AUDITORS WHICH HAVE NOT BEEN GIVEN EFFECT TO IN THE RESTATED FINANCIAL STATEMENTS

There are no qualifications in the audit report that require adjustments in the Restated Financial Statements. QUALITATIVE DISCLOSURE ABOUT MARKET RISK Financial Market Risks

Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk. We are exposed to interest rate risk, inflation and credit risk in the normal course of our business.

Interest Rate Risk

Our financial results are subject to changes in interest rates, which may affect our debt service obligations in future and our access to funds.

Effect of Inflation

We are affected by inflation as it has an impact on the salary, wages, etc. In line with changing inflation rates, we rework our margins so as to absorb the inflationary impact.

Credit Risk

We are exposed to credit risk on monies owed to us by our customers. If our customers do not pay us promptly, or at all, we may have to make provisions for or write-off such amounts.

OTHER MATTERS

Details of Default, if any, Including Therein the Amount Involved, Duration of Default and Present Status, in Repayment of Statutory Dues or Repayment of Debentures or Repayment of Deposits or Repayment of Loans from any Bank or Financial Institution

Except as disclosed in chapter titled "Restated Financial Statements" beginning on page 184 of this Draft Red Herring Prospectus, there have been no defaults in payment of statutory dues or repayment of debentures and interest thereon or repayment of deposits and interest thereon or repayment of loans from any bank or financial institution and interest thereon by the Company.

Material Frauds

There are no material frauds, as reported by our statutory auditor, committed against our Company, in the last three Fiscals.

Unusual or infrequent events or transactions

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

Significant Economic Changes that Materially Affected or are Likely to Affect Income from Continuing Operations

Indian rules and regulations as well as the overall growth of the Indian economy have a significant bearing on our operations. Major changes in these factors can significantly impact income from continuing operations. There are no significant economic changes that materially affected our Companys operations or are likely to affect income from continuing operations except as described in chapter titled "Risk Factors" beginning on page 28 of this Draft Red Herring Prospectus.

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

Other than as described in the section titled "Risk Factors" and chapter titled "Managements Discussion and Analysis of Financial Conditions and Results of Operations", beginning on page 28 and 223 of this Draft Red Herring Prospectus respectively to our knowledge there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our company from continuing operations.

Future relationship between Costs and Income

Other than as described in the section titled "Risk Factors" beginning on page 28 of this Draft Red Herring Prospectus, to our knowledge there are no factors, which will affect the future relationship between costs and income or which are expected to have a material adverse impact on our operations and finances.

The extent to which material increases in revenue or income from operations are due to increased volume, introduction of new products or services or increased prices

Changes in revenue in the last three financial years are as explained in the part "Financial Year 2022-23 compared with financial year 2021-22 and Financial Year 2021-22 Compared with Financial Year 2020-21" above.

SIGNIFICANT DEPENDENCE ON A SINGLE OR FEW CUSTOMERS

Significant proportion of our total revenue have historically been derived from a limited number of Institutions. The % of Contribution of our Institutions vis a vis the total revenue for the financial year ended March 31, 2024, 2023 and 2022 are as follows:

Particulars	Institutions
	March 31, 2024	March 31, 2023	March 31, 2022
Top 5 Global Institutions of Higher Education (%)	53.88	39.17	34.46
Top 10 Global Institutions of Higher Education (%)	62.22	50.45	47.38

Note: As certified by M/s Sukhpal Singh & Co. Chartered Accountants through their certificate dated August 22, 2024. Status of any publicly announced new products or business segments

Please refer to the chapter titled "Our Business"" beginning on page 129 of this Draft Red Herring Prospectus for new products or business segments.

The extent to which the business is seasonal

Our business is seasonal in nature.

Competitive Conditions

We operate in a competitive atmosphere. Some of our competitors may have greater resources than those available to us. While product quality, brand value, distribution network, etc are key factors in client decisions among competitors, however, reliability and competitive pricing is the deciding factor in most cases. We face fair competition from both organized and unorganized players in the market.

We believe that our experience, and reliability record with our customers will be key to overcome competition posed by such organized and unorganized players. Although, a competitive market, there are not enough number of competitors offering services similar to us. We believe that we are able to compete effectively in the market with our quality of services and our reputation. We believe that the principal factors affecting competition in our business include client relationships, reputation, and the relative quality and price of the services.