Mach Conferences & Events Ltd Management Discussions

You should read the following discussion of our financial condition and results of operations together with our restated financial statements included in the Draft Red Herring Prospectus. You should also read the section entitled "Risk Factors" beginning on page 28, which discusses several factors, risks and contingencies that could affect our financial condition and results of operations. The following discussion relates to our Company and is based on our restated financial statements, which have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI Regulations. Portions of the following discussion are also based on internally prepared statistical information and on other sources. Our fiscal year ends on March 31 of each year, so all references to a particular financial year ("Financial Year" or "FY") are to the twelve-month period ended March 31 of that year.

The financial statements have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI (ICDR) Regulations and restated which is included in this Draft Red Herring Prospectus under the section titled "Restated Financial Information" beginning on page 149 of this Draft Red Herring Prospectus. The restated financial statements have been prepared on a basis that differs in certain material respects from generally accepted accounting principles in other jurisdictions, including US GAAP and IFRS. We do not provide a reconciliation of our restated financial statements to US GAAP or IFRS and we have not otherwise quantified or identified the impact of the differences between Indian GAAP and U.S. GAAP or IFRS as applied to our restated financial statements. Our Company was required to prepare Consolidated Financial Statements for the FY 2023-24. Consolidation of financial statement for FY 2022-23, FY 2021-22 was not applicable to the Company. Therefore, Our Company has prepared Restated Consolidated Financial Statements for the FY 2023-24 only. However, in order to have better understanding and comparability, information provided in this chapter is based on Restated Standalone Financial Statement for the respective years i.e. FY 2023-24, FY 2022-23 and FY 2021-22. This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those described under "Risk Factors" and "Forward Looking Statements" beginning on pages 28 and 17 respectively, and elsewhere in this Draft Red Herring Prospectus Accordingly, the degree to which the financial statements in this Draft Red Herring Prospectus will provide meaningful information depend entirely on such potential investors level of familiarity with Indian accounting practices. Please also refer to section titled "Presentation of Financial, Industry and Market data" beginning on page 15 of this Draft Red Herring Prospectus.

BUSINESS OVERVIEW

We provide comprehensive array of services tailored made for MICE (Meeting, Incentives, Conferences, Exhibitions) and Events sector. Our experience ranges for arranging small corporate events to large global events. We are specialized in conference management, Exhibition management and Global Event Planning. We also manage all logistical aspects of events at specific destinations. This includes venue selection, accommodation arrangements, transportation logistics, local activities, and on-site coordination. We have a team of MICE and Events professionals working on the key essence of attention to detail, continuous budget control and endless creativity to help the client to explore new venues and new ways to impress our clients. Our Company was founded by our visionary Promoters, Amit Bhatia and Laveena Bhatia who are associated with our company since its incorporation. Our company is benefited from the extensive experience of more than two decades in the MICE industry of our Promoters, Our Board of Directors, Key Managerial Personnel and Senior Management Personnel has also provided significant contribution in the growth of our company. Our company operates within the MICE (Meetings, Incentives, Conferences, and Exhibitions) industry, specializing in providing comprehensive event management solutions. We offer end-to-end services for corporate meetings, conferences, trade shows, and other gatherings, facilitating seamless planning, execution, and coordination. Our expertise lies in crafting tailored experiences, from conceptualization to logistics, to ensure impactful events that meet our clients objectives. Leveraging innovative design, cost-effective management, and efficient operations. We strive to stay competitive in the dynamic market landscape. Our commitment to customer satisfaction drives us to continuously enhance our capabilities and deliver exceptional results in the MICE industry. Majorly, our clientele is from Banking, Finance and Insurance Sector. However, we have worked for various industries including Hospitality, Infrastructure, FMCG etc. During last three years we have completed 90 events including events conducted at London, Mussoorie, Bangalore, South Korea, Paris, Goa, Srinagar, Singapore etc. The average revenue for the conducting such events in the FY 2023-24 was 263.62 lakhs per event. Our Company is ISO 9001:2015 Certified for Quality Management Systems for providing Conference and Event Management Services to Corporate Clients. Our company is a member of Pacific Asia Travel Association (PATA) since 2012. Our Company has been recognized as an ALLIED member of Indian Association of Tour Operators (IATO) which is National Body of Tour Operators and awarded its membership for the year 2024-25. Our has been awarded for "Best MICE Company" by India Travel Awards North 2023 and for "Best MICE Organiser" by India MICE Awards 2018. We are certified by International Air Transport Association (IATA) for meeting Professional Standards to promote and sell international air passenger transportation in the year 2024. Our company has recently applied for the membership of Association of Domestic Tour Operators of India (ADTOI). Currently, we are offering a comprehensive suite of MICE (Meetings, Incentives, Conferences, and Exhibitions) services catered specifically to our B2B customers and going forward we propose to explore in B2C segment by launching a travel B2C portal "BookMyYatra.com" which presents us a strategic opportunity to leverage an existing customer base and expand market reach. As an established MICE company with a large customer base, we already have valuable insights into their preferences, travel habits, and booking behaviours. Furthermore, we are also planning to diversify our services into Religious Tourism. Since it is a blend of spirituality, economic opportunity, and cultural stewardship that makes investing in Religious Tourism both a prudent business decision and a meaningful contribution to Indias tourism landscape. We have locational presence by way of co-working space in more than 18 States and Union Territories including Delhi, Maharashtra, Kolkata, Assam, Tamil Nadu, Jammu & Kashmir, Himachal Pradesh, Goa, Rajasthan etc. However, all the execution work takes place from our corporate office situated at C-127 2nd Floor, Sector 2, Gautam Buddha Nagar, Noida, Uttar Pradesh, India, 201301.

FINANCIAL KPIS OF OUR COMPANY

The financial performance of the company for last three years as per restated financial Statement:

	For the Year ended on
Particulars	31-Mar-24	31-Mar-23	31-Mar-22
Revenue from Operations ( in Lakhs)	23,725.89	14,129.17	2,314.09
Growth in Revenue from Operations (YoY %)	67.92%	510.57%	-
EBITDA ( in Lakhs)	3454.01	1080.47	-231.02
EBITDA Margin (%)	14.56%	7.65%	-9.98%
Profit After Tax ( in Lakhs)	2,618.29	880.76	-260.64
PAT Margin (%)	11.04%	6.23%	-11.26%
RoE (%)	72.78%	48.98%	-17.52%
RoCE (%)	57.57%	34.06%	-9.57%
Net Fixed Asset Turnover (In Times)	10.98	11.61	1.90
Operating Cash Flows ( in Lakhs)	1,772.14	(330.49)	(661.56)

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO LAST AUDITED BALANCE SHEET:

After the date of last audited financial statements i.e. March 31, 2024, the Directors of our Company confirm that, there have not been any significant material developments except mentioned below: Nil

FACTORS AFFECTING OUR FUTURE RESULTS OF OPERATIONS:

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

General economic and business conditions in the markets in which we operate and in the local, regional, national and international economies; Ability to adopt the changing technology in event management industry; Inability to promptly identify and respond to changing customer preferences or evolving trends; Credit worthiness of our customers; Customer spending, demographics and general economic and market conditions in India; Competition; COVID-19 Pandemic; Natural Calamities e.g., Tsunami; Political Stability of the Country; Our dependence on limited number of customers for a significant portion of our revenues;

Any failure to comply with the financial and restrictive covenants under our financing arrangements; Failure to obtain any applicable approvals, licenses, registrations and permits in a timely manner;

We depend on our brand recognition and reputation and our failure to maintain or enhance our brand image could have a material adverse effect on our business, financial condition, and results of operations; Conflicts of interest with affiliated companies, the promoter group and other related parties; The performance of the financial markets in India and globally; Our ability to expand our geographical area of operation; Concentration of ownership among our Promoters.

OUR SIGNIFICANT ACCOUNTING POLICIES:

For Significant accounting policies please refer Significant Accounting Policies and Notes to accounts, Annexure IV beginning under Chapter titled "Restated Financial Information" beginning on page 149 of this Draft Red Herring Prospectus.

RESULTS OF OUR OPERATION

The following table sets forth detailed total income data from our restated Statement of profit and loss for the Financial Year ended on March 31, 2024, 2023 and 2022, the components of which are also expressed as a percentage of total Income for such period.

	March 31, 2024		March 31, 2023		March 31, 2022
Particular	in Lakhs	% of Total Income	in Lakhs	% of Total Income	in Lakhs	% of Total Income
Revenue from operations	23,725.89	99.28%	14,129.17	99.54%	2,314.09	97.07%
Other Income	172.68	0.72%	64.71	0.46%	69.79	2.93%
Total Income	23,898.58	100.00%	14,193.89	100.00%	2,383.88	100.00%
Expenses
Employee benefits expense	799.82	3.35%	642.92	4.53%	404.04	16.95%
Depreciation and amortization expenses	39.01	0.16%	18.47	0.13%	25.84	1.08%
Finance Costs	116.56	0.49%	61.36	0.43%	31.17	1.31%
Other Expenses	19,457.66	81.42%	12,402.62	87.38%	2,133.02	89.48%
Total Expenses	20,413.05	85.42%	13,125.37	92.47%	2,594.07	108.82%
Profit/(Loss) Before Extra- Ordinary Items and Tax	3,485.53	14.58%	1,068.52	7.53%	(210.19)	(8.82)%
Exceptional Items	23.57	0.10%	0.00	0.00%	1.57	0.07%
Profit before Tax	3,509.10	14.68%	1,068.52	7.53%	(208.62)	(8.75)%
Total tax expense	890.82	3.73%	187.76	1.32%	52.02	2.18%
Profit and Loss for the Year as Restated	2,618.29	10.96%	880.76	6.21%	(260.63)	(10.93)%

RESULTS OF OUR OPERATION

The following table sets forth detailed total income data from our Restated Statement of Profit and Loss for the financial years 2024, 2023 and 2022, the components of which are also expressed as a percentage increase from previous year.

	For the Year end on March 31,
Particulars	2024	2023	2022
Revenue from operations	23,725.89	14,129.17	2,314.09
% of growth	67.92%	510.57%
Other Income	172.68	64.71	69.79
% of growth	166.84%	(7.27)%
Total Income	23,898.58	14,193.89	2,383.88
% of growth	68.37%	495.41%
Expenses
Employee benefits expense	799.82	642.92	404.04
% Increase/(Decrease)	24.40%	59.12%
Finance Costs	116.56	61.36	31.17
% Increase/(Decrease)	89.97%	96.84%
Depreciation and amortization expenses	39.01	18.47	25.84
% Increase/(Decrease)	111.21%	(28.52)%
Other expenses	19,457.66	12,402.62	2,133.02
% Increase/(Decrease)	56.88%	481.46%
Total Expenses	20,413.05	13,125.37	2,594.07
% to Total Income	85.42%	92.47%	108.82%
Profit before Tax and Exceptional Items	3,485.53	1,068.52	(210.19)
% to Total Income	14.58%	7.53%	-8.82%
Exceptional Items	23.57	-	1.57
Profit before Tax	3,509.10	1,068.52	(208.62)
Total tax expense	890.82	187.76	52.02
Profit and Loss after tax for the Year as Restated	2,618.29	880.76	(260.63)
% to Total Income	10.96%	6.21%	(10.93)%
% Increase/(Decrease)	197.27%	437.93%	-

COMPARISON OF FY 2023-24 WITH FINANCIAL YEAR 2022-23:

TOTAL INCOME:

Revenue from operations (RFO)

Our company operates within the MICE (Meetings, Incentives, Conferences, and Exhibitions) industry, specializing in providing comprehensive event management solutions. We offer end-to-end services for corporate meetings, conferences, trade shows, and other gatherings, facilitating seamless planning, execution, and coordination. Our expertise lies in crafting tailored experiences, from conceptualization to logistics, to ensure impactful events that meet our clients objectives. Leveraging innovative design, cost-effective management, and efficient operations. We strive to stay competitive in the dynamic market landscape. Our commitment to customer satisfaction drives us to continuously enhance our capabilities and deliver exceptional results in the MICE industry. Majorly, our clientele is from Banking, Finance and Insurance Sector. However, we have worked for various industries including Hospitality, Infrastructure, FMCG etc. Our Revenue from

Operation has increased from 14,129.17 Lakhs in FY 2022-23 to 23,725.89 Lakhs in FY 2023-24 showing an increase of 67.92% from previous year i.e. FY 2022-23. Revenue from operations increased primarily due to increase in value of events handled and providing services to different client from different industry. Details of service wise bifurcation of revenue is as follows:

Service-wise Revenue from operations:

Particulars	For the year ended March 31, 2024	% of RFO	For the year ended March 31, 2023	% of RFO
Package Tour & Event Services	23,661.65	99.73	14,043.04	99.39
Commission Income	64.24	0.27	86.13	0.61
Total	23,725.89	100.00	14,129.17	100.00

Other income of the company increased to 172.68 lakhs in FY 2023-24 from 64.71 Lakhs in FY 2022-23 showing an increase of 166.84% from previous year i.e. FY 2022-23. Other income increased primarily due to increase in other operating income i.e., availing more discount at the time of making payment.

EXPENDITURE:

Employee Benefit Expenses

Employee Benefit expenses were 799.82 Lakhs in FY 2023-24 as compared to 642.92 Lakhs in FY 2022-23 showing an increase of 24.40% from previous year i.e. FY 2022-23. Employee Benefit Expenses mainly includes Salaries and wages, Directors Remuneration, Gratuity expenses, Contributions to Provident and Staff welfare expenses. Employee Benefit Expenses increased mainly due to salary raise and increase in employee count.

Finance Cost

Finance expenses increased to 116.56 Lakhs in FY 2023-24 as against 61.36 Lakhs in FY 2022-23. Finance costs include interest expense on Term Loans & Cash credit availed from Bank and Other Borrowing Cost. Increase in finance cost is due to increase in long term borrowings and other borrowing cost.

Depreciation and amortization expense

The Depreciation and amortization expense increased to 39.01 Lakhs in FY 2023-24 as against 18.47 Lakhs in FY 2022-23 showing an increase of 111.21% from previous year i.e. FY 2022-23. Depreciation mainly includes depreciation on our Vehicles, Office equipment, Air Conditioner, Computer, and Furniture & Fixtures.

Other Administrative Expenses

Other Administrative Expenses were 19457.66 Lakhs in FY 2023-24 as compared to 12,402.62 Lakhs for FY 2022-23 showing a increase of 56.88% from previous year i.e. FY 2022-23. Other expense mainly includes Cost of Sales/Operation, Electricity Expenses, Conveyance Expenses, CSR Expenses, Demand/Interest/Penalties on Service Tax and GST, Professional Expenses, Travelling & Conveyance Expenses, Vehicle Running & Maintenance, Telephone & Internet Expenses, Repair & Maintenance Expenses, Rent Expenses, Professional Expenses, Office Maintenance Expenses, Business Promotion Expenses and other Miscellaneous Expenses. Increase in Other expense was mainly due to increase in Cost of Sales/Operation which is in proportion of increase in revenue from operation being directly linked to revenue from operation.

Profit before Exceptional Items and Tax

As a result of the reasons mentioned above, we recorded increase in our profit before tax by 226.20% from previous year i.e. FY 2022-23, which amounted to 3,485.52 Lakhs in FY 2023-24, as compared to 1,068.52 Lakhs in FY 2022-23. The Profit before Tax for the FY 2023-24 was 14.58% of the total Income as compared to 7.53% of total Income in FY 2022-23.

Exceptional Items

The exceptional items was 23.57 Lakhs in FY 2023-24 which was related to profit on sale of Tangible Assets. Profit after Tax (PAT)

As a result of the reasons mentioned above, we recorded increase in our profit after tax from 2,618.27 Lakhs in the FY 2023-24 to 880.76 Lakhs in the FY 2022-23. The Profit after Tax for the FY 2023-24 was 10.96% of the total income as against 6.21% of total income for the FY 2022-23.

COMPARISON OF FY 2022-23 WITH FINANCIAL YEAR 2021-22: TOTAL INCOME:

Revenue from operations (RFO)

Our company operates within the MICE (Meetings, Incentives, Conferences, and Exhibitions) industry, specializing in providing comprehensive event management solutions. We offer end-to-end services for corporate meetings, conferences, trade shows, and other gatherings, facilitating seamless planning, execution, and coordination. Our expertise lies in crafting tailored experiences, from conceptualization to logistics, to ensure impactful events that meet our clients objectives. Leveraging innovative design, cost-effective management, and efficient operations. We strive to stay competitive in the dynamic market landscape. Our commitment to customer satisfaction drives us to continuously enhance our capabilities and deliver exceptional results in the MICE industry. Majorly, our clientele is from Banking, Finance and Insurance Sector. However, we have worked for various industries including Hospitality, Infrastructure, FMCG etc. Our Revenue from

Operation has increased from 2,314.09 Lakhs in FY 2021-22 to 14,129.17 Lakhs in FY 2022-23 showing a growth of

510.57% from previous year i.e. FY 2021-22. Revenue from operations increased primarily due to increase in Package Tour & Event Services and Commission Income. Details of service wise bifurcation of revenue is as follows:

Service-wise Revenue from operations:

Particulars	For the year ended March 31, 2023	% of RFO	For the year ended March 31, 2022	% of RFO
Package Tour & Event Services	14,043.04	99.39%	2,301.82	99.47%
Commission Income	86.13	0.61%	12.28	0.53%
Total	14,129.17	100.00%	2,314.09	100.00%

Other Income:

Other income of the company decreased to 64.71 lakhs in FY 2022-23 from 69.79 Lakhs in FY 2021-22 showing decrease of 7.27% from previous year i.e. FY 2021-22. Other income is decreased mainly due to decrease in interest expense.

EXPENDITURE:

Employee Benefit Expenses

Employee Benefit expenses was 642.92 Lakhs in FY 2022-23 as compared to 404.04 Lakhs in FY 2021-22 showing an increase of 59.12% from previous year i.e. FY 2021-22. Employee Benefit Expenses mainly includes Salaries and wages, Directors Remuneration, Gratuity expenses, Contributions to Provident and Staff welfare expenses. Employee Benefit Expenses increased mainly due to salary raise and staff welfare expenses due to increase in employee count.

Finance Cost

Finance expenses increased to 61.36 Lakhs in FY 2022-23 as against 31.17 Lakhs in FY 2021-22 showing a change of 96.84% from previous year i.e. FY 2021-22. Finance costs include interest expense on Term Loans, working capital loan

& Cash credit availed from Bank and Other Borrowing Cost. Finance costs increased due to increase in long term borrowings.

Depreciation and amortization expense

The Depreciation and amortization expense decreased to 18.47 Lakhs in FY 2022-23 as against 25.84 Lakhs in FY 2021-22. Depreciation mainly includes depreciation on our Vehicles, Office equipment, Air Conditioner, Computer, and Furniture & Fixtures.

Other Expenses

Other Expenses increased to 12402.62 Lakhs in FY 2022-23 from 2,133.02 Lakhs for FY 2020- 21 showing an increase of 481.46% from previous year i.e. FY 2021-22. Other expense mainly includes Cost of Sales/Operation, Electricity Expenses, Conveyance Expenses, Commission & Brokerage expenses, Demand/Interest/Penalties on Service Tax and GST, Professional Expenses, Travelling & Conveyance Expenses, Vehicle Running & Maintenance, Telephone & Internet Expenses, Repair & Maintenance Expenses, Rent Expenses, Professional Expenses, Office Maintenance Expenses, Business Promotion Expenses and other Miscellaneous Expenses. Increase in Other expense was mainly due to increase in Cost of Sales/Operation and Professional Expenses which is in proportion of increase in revenue from operation being directly linked to revenue from operation.

Profit before Exceptional Items and Tax

As a result of the reasons mentioned above, we recorded increase in our profit before exceptional items andtax from previous year i.e. FY 2021-22, amounts to 1,068.52 Lakhs in FY 2022-23, as compared to (210.19) Lakhs in FY 2021-22. The Profit before exceptional items and tax for the FY 2022-23 was 7.53% of the total Income as compared to (8.82)% of total Income in FY 2021-22.

Exceptional Items

The exceptional items was 1.57 Lakhs in FY 2021-22 that was related to profit on sale of Tangible Assets. Profit after Tax (PAT)

On account of factors mentioned above, we recorded an increase from loss of (260.64) Lakhs in the FY 2021-22 to 880.76 Lakhs in the FY 2022-23. The Profit after Tax for the FY 2022-23 was 6.21% of the total income as against (10.93)% of total income for the FY 2021-22.

DISCUSSION ON THE STATEMENT OF CASH FLOWS

The following table sets forth certain information relating to our Companys statement of cash flows for the periods indicated:

	For the Financial Year Ended
Particulars	March 31, 2024	March 31, 2023	March 31, 2022
Net cash flows generated/ (used) from operating activities	1772.13	-330.49	-661.56
Net cash flows generated/ (used in) investing activities	-94.49	44.02	-1511.02
Net cash flows generated/ (used in)/generated from financing activities	128.20	417.49	467.52
Net increase/(decrease) in cash and cash equivalents	1805.84	131.02	-1705.06

Operating activities:

For Financial Year 2023-24

Net cash inflow from operating activities was 1772.13 Lakhs. This comprised of the profit before tax of 3509.10 Lakhs, which was primarily adjusted for Interest Income of (150.18) lakhs, Finance Cost of 116.56 lakhs, Security Premium, Provision CSR & Gratuity of 90.17 lakhs, Depreciation & Amortization Expense of 39.01 Lakhs, Net Gain/Loss on Sale of Assets of (23.57) lakhs and Dividend Income of (1.63) lakhs. The resultant operating profit before working capital changes was 3579.46 Lakhs, which was primarily adjusted for an increase in Short term Loans & Advances of (2120.03) lakhs, Increase in Other Current Liabilities of 550.90 lakhs, increase in Trade Receivable by (204.39) lakhs, increase in Trade Payable of 152.88 lakhs, net income tax paid was of 186.69 lakhs.

For Financial Year 2022-23

Net cash used from operating activities was 330.49 Lakhs. This comprised of the profit before tax of 1068.52 Lakhs, which was primarily adjusted for Finance Cost of 61.36 lakhs, Interest Income of (17.61) lakhs, Security Premium, Provision CSR & Gratuity of 11.57 lakhs, Depreciation & Amortization Expense of 18.47 Lakhs and Dividend Income of (5.77) lakhs. The resultant operating profit before working capital changes was 1136.53 Lakhs, which was primarily adjusted for an increase in Short term Loans & Advances of (1560.44) lakhs, Increase in Other Current Liabilities of 285.08 lakhs, increase in Trade Receivable by (71.06) lakhs, increase in Trade Payable of 120.59 lakhs, net income tax paid was of NIL.

For Financial Year 2021-22

Net cash used from operating activities was (661.56) Lakhs. This comprised of the loss before tax of 208.62 Lakhs, which was primarily adjusted for Depreciation & Amortization Expense of 11.23 Lakhs, Finance Cost of 9.38 lakhs and Interest Income of (22.75) lakhs. The resultant operating profit before working capital changes was 259.37 Lakhs, which was primarily adjusted for an increase in inventories of (11.54) lakhs, decrease in Trade Receivable by 88.96 lakhs, decrease in Trade Payable & Other Liabilities of (340.15) lakhs, decrease in Loans & Advances & Other Assets amounting by 22.83 Lakhs, and income tax paid of (67.42) Lakhs.

Investing Activities

For Financial Year 2023-24

Net cash used for investing activities was (94.49) Lakhs, which primarily comprised of cash used for the purchase/Sale of fixed assets (Net) of (378.02) Lakhs, decrease in Investment of 140.87 Lakhs, and proceeds from Interest income of

150.18 Lakhs.

For Financial Year 2022-23

Net cash inflow for investing activities was 44.02 Lakhs, which primarily comprised of cash used for the purchase/Sale of fixed assets (Net) of (454.72) Lakhs, Investment of 472.37 Lakhs, and proceeds from Interest income of 17.61 Lakhs and dividend income of 5.77 lakhs.

For Financial Year 2021-22

Net cash inflow from investing activities was (1511.02) Lakhs, which primarily comprised of cash used for the purchase/Sale of fixed assets (Net) of (908.40) Lakhs, increase in Investment of (659.24) Lakhs, and proceeds from Interest income of 59.35 Lakhs and dividend income of 3.69 lakhs.

Financing activities

For Financial Year 2023-24

Net cash inflow from financing activities was 128.20 Lakhs, which predominantly comprised increase of borrowings of 244.55 Lakhs, and Interest paid of 116.56 Lakhs.

For Financial Year 2022-23

Net cash inflow from financing activities was 417.49 Lakhs, which predominantly comprised of new shares being issued of 0.21 lakhs, increase in borrowings of 13.59 Lakhs.

For Financial Year 2021-22

Net cash inflow from financing activities was 467.52 Lakhs, which predominantly comprised increase in borrowings of 498.69 Lakhs, and Interest paid of (31.17) Lakhs.

INDEBTNESS

As at March 31, 2024, we had total outstanding indebtedness of 1233.08 Lakhs, which comprises of long-term borrowings amounting to 624.85 Lakhs and Short term borrowing of 608.23 Lakhs. The following table sets out our indebtedness as of March 31, 2024, 2023 and 2022.

	For the Financial Year Ended on
Particulars	March 31, 2024	March 31, 2023	March 31, 2022
Long term borrowing (excluding current maturity)	624.85	376.43	0.00
Short term borrowings (Current maturity of long-term borrowing)	608.23	612.10	509.69
Total	1233.08	988.53	509.69

RELATED PARTY TRANSACTIONS

For further information please refer "Annexure V.33 - Related Party Disclosure" under section "Restated Financial Information" beginning from page no. 149 of this Draft Red Herring Prospectus.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

In the course of undertaking our business, we are exposed to the following risks arising from financial instruments, which include credit risk, liquidity risk and market risk. Our primary focus is to achieve better predictability of financial markets and seek to minimize potential adverse effects on our financial performance.

Credit Risk

Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or fail to pay amounts due causing financial loss. The potential activities where credit risks may arise include from cash and cash equivalents, security deposits or other deposits and principally from credit exposures to customers relating to outstanding receivables. The maximum credit exposure associated with financial assets is equal to the carrying amount. Our exposure to credit risk is influenced mainly by the individual characteristics of each customer and the geography in which it operates. Credit risk is managed through credit approvals, establishing credit limits, and continuously monitoring the creditworthiness of customers to which our Company grants credit terms in the normal course of business.

Liquidity Risk

Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with its financial liabilities that are proposed to be settled by delivering cash or other financial asset. Our financial planning has ensured, as far as possible, that there is sufficient liquidity to meet the liabilities whenever due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our reputation. We have practiced financial diligence and syndicated adequate liquidity in all business scenarios.

Market Risk

Market risk is the risk that results in changes in market prices, such as foreign exchange rates, interest rates and equity prices, which will affect our income or the value of our holdings of financial instruments. Our operations result in us being exposed to foreign currency risk on account of trade receivables, trade payables and borrowings. The foreign currency risk may affect our income and expenses, or our financial position and cash flows. The objective of our management of foreign currency risk is to maintain this risk within acceptable parameters, while optimizing returns.

EFFECT OF INFLATION

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

INFORMATION REQUIRED AS PER ITEM (11) (II) (C) (iv) OF PART A OF SCHEDULE VI TO THE SEBI REGULATIONS, 2018:

1) Unusual or infrequent events or transactions

Except as described in this Draft Red Herring Prospectus, there have been no other events or transactions to the best of our knowledge which may be described as "unusual" or "infrequent".

2) Significant economic changes that materially affected or are likely to affect income from continuing operations. Our business has been subject, and we expect it to continue to be subject to significant economic changes arising from the trends identified above in ‘Factors Affecting our Results of Operations and the uncertainties described in the section entitled "Risk Factors" beginning on page no. 28 of the Draft Red Herring Prospectus. To our knowledge, except as we have described in the Draft Red Herring Prospectus, there are no known factors which we expect to bring about significant economic changes.

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.

Apart from the risks as disclosed under Section titled "Risk Factors" beginning on page no. 28 in this Draft Red Herring Prospectus, in our opinion there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income from continuing operations.

4) 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.

Apart from the risks as disclosed under Section titled "Risk Factors" beginning on page no. 28 in this Draft Red Herring Prospectus, 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.

Our company operates within the MICE (Meetings, Incentives, Conferences, and Exhibitions) industry, specializing in providing comprehensive event management solutions. We offer end-to-end services for corporate meetings, conferences, trade shows, and other gatherings, facilitating seamless planning, execution, and coordination. Increases in revenues are by and large linked to increases in size of events maanged and also dependent on the price realization on our services.

6) Total turnover of each major industry segment in which the offeror company operated.

Our company operates within the MICE (Meetings, Incentives, Conferences, and Exhibitions) industry, specializing in providing comprehensive event management solutions. We offer end-to-end services for corporate meetings, conferences, trade shows, and other gatherings, facilitating seamless planning, execution, and coordination. Relevant Industry data, as available, has been included in the chapter titled "Industry Overview" beginning on page no. 88 of this Draft Red Herring Prospectus.

7) Status of any publicly announced new products or business segment.

Our company operates within the MICE (Meetings, Incentives, Conferences, and Exhibitions) industry, specializing in providing comprehensive event management solutions. We offer end-to-end services for corporate meetings, conferences, trade shows, and other gatherings, facilitating seamless planning, execution, and coordination. Otherwise as stated in the Draft Red Herring Prospectus and in the section "Business Overview" appearing on page no. 100, our company has not publicly announced any new business segment till the date of this Draft Red Herring Prospectus.

8) The extent to which business is seasonal.

Our company operates within the MICE (Meetings, Incentives, Conferences, and Exhibitions) industry, specializing in providing comprehensive event management solutions. We offer end-to-end services for corporate meetings, conferences, trade shows, and other gatherings, facilitating seamless planning, execution, and coordination. Business of our company to that extent is not seasonal in nature. Hence, our business is not subject to seasonality or cyclicality.

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

The percentage of contribution of our Companys customer vis-?-vis the total revenue from operations on restated basis respectively for the year ended on March 31, 2024, March 31, 2023 and March 31, 2022 is as follows:

	% contribution to revenue from operations
Particulars	For the year ended March 31, 2024	For the year ended March 31, 2023	For the year ended March 31, 2022
Top 1 Customer	46.00	22.40	38.74
Top 3 Customers	73.51	53.53	72.01
Top 5 Customers	81.43	68.66	82.68
Top 10 Customers	91.80	88.06	92.13

Top 10 Customers for the year ended March 31, 2024, March 31, 2023, and March 31, 2022.

	For the year ended on March 31, 2024
Sr. No. Name of the Customers*	Amount (in lakhs)	%
1. Customer 1	10,913.23	46.0
2. Customer 2	4,719.98	19.9
3. Customer 3	1,806.52	7.6
4. Customer 4	1,139.82	4.8
5. Customer 5	741.27	3.1
6. Customer 6	878.34	3.7
7. Customer 7	563.33	2.4
8. Customer 8	362.41	1.5
9. Customer 9	343.74	1.4
10. Customer 10	312.19	1.3
Total	21,780.85	91.80

 

	For the ended on March 31, 2023
Sr. No. Name of the Customers*	Amount (in lakhs)	%
1. Customer 1	3,165.58	22.40
2. Customer 2	3,105.77	21.98
3. Customer 3	1,291.87	9.14
4. Customer 4	1,138.27	8.06
5. Customer 5	999.88	7.08
6. Customer 6	700.00	4.95
7. Customer 7	621.97	4.40
8. Customer 8	575.59	4.07
9. Customer 9	430.00	3.04
10. Customer 10	413.84	2.93
Total	12,442.78	88.06

 

	For the ended on March 31, 2022
Sr. No. Name of the Customers*	Amount (in lakhs)	%
1. Customer 1	896.53	38.74
2. Customer 2	495.96	21.43
3. Customer 3	273.96	11.84
4. Customer 4	173.72	7.51
5. Customer 5	73.11	3.16
6. Customer 6	69.06	2.98
7. Customer 7	47.41	2.05
8. Customer 8	43.12	1.86
9. Customer 9	34.87	1.51
10. Customer 10	24.28	1.05
Total	2,132.03	92.13

*Note that Name of Customers are not mentioned since Disclosing Name of Customers will impact the future sustainability and profitability of our Company.

Since, Company is into Service Industry major constituent of expense relates to expense related to employees and for other related expenses, Company do not have any material dependence on a single or few suppliers

10) Competitive conditions:

We face competition from existing and potential competitors which is common for any business. We have, over a period, developed certain competitors who have been discussed in section titles "Business Overview" beginning on page no. 100 of this Draft Red Herring Prospectus.