Plada Infotech Services Ltd Management Discussions

OF FINANCIAL POSITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our restated financial statements for financial years ended on March 31, 2023, 2022 and 2021 including the notes and significant accounting policies thereto and the reports thereon, which appear elsewhere in this prospectus. You should also see the section titled "Risk Factors" beginning on page 25 of this prospectus, which discusses a number of factors and contingencies that could impact our financial condition and results of operations. The following discussion relates to our Company, unless otherwise stated, is based on restated audited financial statements.

These financial statements have been prepared in accordance with Ind GAAP, the Companies Act and the SEBI (ICDR) Regulations and restated as described in the report of our auditors dated September 21 , 2023 which is included in this prospectus under the section titled "Restated Financial Statements" beginning on page 176 of this 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.

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 "Forward Looking Statements" and "Risk Factors" beginning on pages 16 and 25 respectively, and elsewhere in this Prospectus.

Accordingly, the degree to which the financial statements in this prospectus will provide meaningful information depends entirely on such potential investors level offamiliarity with Indian accounting practices. Our F.Y. ends on March 31 of each year; therefore, all references to a particular fiscal are to the twelve-month period ended March 31 of that year. Please also refer to section titled "Certain Conventions, Use of Financial Information and Market Data and Currency of Financial Presentation " beginning on page 13 of this prospectus.

BUSINESS OVERVIEW

OVERVIEW

Our Company, Plada Infotech Services Limited, is engaged in BPO services specializing in the area of support services solutions. Our Company provides wide ranges of support services such as Call Centre, Contact Point Verifications, Site Visits, Document check/ Pickup, E-KYC, Skip Tracing, Employee Back Check, Staffing Solutions, Payroll Management, Payment Collections (soft), AMC Booking Services etc. to its clients and specializes in providing End to End solutions to customers/ clients. We believe in providing efficient and accurate services which is core value of the organization. Our services are focussed towards delivering outstanding results for our clients. We adapt our outstanding services to cater to the specific needs of business and assist in achieving your business goals.

Our Company was originally incorporated on October 23, 2010 as "Plada Infotech Services Private Limited" under the provisions of the Companies Act, 1956 with the Registrar of Companies, Mumbai. Subsequently our Company was converted into Public Limited Company and name of company was changed from "Plada Infotech Services Private Limited" to "Plada Infotech Services Limited" vide fresh certificate of incorporation dated May 11, 2023 issued by the Registrar of Companies, Mumbai.

Our Company operates from its Registered Office situated at Santosh A. Mishra Compound, Mograpada, Mogra Village, Off. Old Nagardas Road,Andheri (East), Mumbai, Maharashtra - 400069 and Branch offices at:

1. 183, Ground Floor & First Floor, Veerapillai Street Shivaji Nagar, Bangalore- 560001

2. 2^nd Floor, S.C.F. 65, Phase 2, S.A.S. Nagar (Mohali), Punjab- 160055

3. Office no. 304, 3rd Floor, Edcon Incrocio, Opp. Don Bosco High School, Panaji- Goa

4. 4th Floor, Sri Kalpa Complex, H. No. 6-2-654/1, Street No. 7, opp. Shaadan College, Khairtabad, Hyderabad -500004

5. Flat No. 102, Jagdamba Colony, Vaishali Nagar, Jaipur, Rajasthan - 302021

6. Ground Floor, Block No CF, Plot No - 346, Sector 1, Salt Lake City, Post Office- Bidhannagar CC Block, Kolkata - 700064

7. Office no:101, 1^st floor, Vishnu Prasad Co., Op. Housing society, Block Sector: Sadashiv Peth, Sadashiv Peth/ Navi Peth, District: Pune

8. One Hall on Western Side of Building, 1st Floor, Gulzarbagh Tulsi Mandi, Near Jain Mandir, Patna- 800007

9. Plot no. 215, Sahajanand Complex, Swastik Cross Road, Navrangpura, Ahmedabad- 380009

10. Office No. 201, 2nd Floor, Shubham Centre 1A, Cardinal Gracious Road, Chakala, Andheri East, Mumbai- 400099

11. Gangotri Vihar Lane-3, Ring Road, Near Sky Garden Wedding Point, Nathanpur, Dehradun- 248015, Uttarakhand

12. Office no. 211, Second Floor, Vibrant Twin Tower, 97 A, 9-B Manorama Ganj, Indore (MP) 452001.

We are always committed to fulfil the requirements of our clientele according to their needs. In order to meet these requirements, we have adapted to best measure in the industry for support services. We believe that we carry out extensive research, training and upgradation of technology to maintain the standard and quality of our services We are providing services that ensures customer satisfaction. We believe that we have long-term and stable relationships developed over the years with our key customers through the quality of services we provide.

Our company is in the current line of business for more than 13 years and the client lists includes various banks, insurance companies, financial service companies, etc. Also, we help our clients with our voice support services, field support services and Back Office Processing Services to provide a comprehensive range of services across all industry sectors to clients who are in need of specialist assistance. Our services can be tailored to meet the needs of each client. We make sure that we give our clients with the best so that they can meet the different challenges presented by business environment. We strive to use innovative strategies in order to ensure our client is exposed to the top-tier talent.

Our Companys aims to be within the best companies in its line of business and is accordingly continuously investing in state of art technology conducive to realize this aim. Our Company with its team is committed to issue the most varied range and latest technology for our services. To achieve the above stated aim, our Company is continuously investing in development of technologies.

Our Promoter Mr. Shailesh Kumar Damani who has been instrumental in the growth of our business and actively advise us on finance, corporate strategy and planning. We have a strong management team with significant industry experience. Our Chairman and Managing Director, Mr. Shailesh Kumar Damani has 20 years of experience in BPO industry thus vast experience of the Promoter has been instrumental in determining the vision and growth strategies for our Company. We further believe that our market position has been achieved by adherence to the vision of our Promoters and senior management team and their experience of over a decade in the industry in which our Company operates.

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

For details in respect of Statement of Significant Accounting Policies, please refer Summary Statement of Significant Accounting Policies & Notes to Restated Financial Information under chapter titled "Restated Financial Statements" beginning on page 176 of this Prospectus.

Factors Affecting our Results of Operations

Our business is subjected to various risks and uncertainties, including those discussed in the section titled "Risk Factors" beginning on page 25 of this Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following:

1. Uncertainty in relation to continuing effect of the COVID-19 pandemic on our business and operations.

2. Our ability to successfully implement our strategy, our growth and expansion, technological changes.

3. Fail to attract, retain and manage the transition of our management team and other skilled & unskilled employees;

4. Our ability to protect our intellectual property rights and not infringing intellectual property rights of other parties;

5. Ability to respond to technological changes;

6. Failure to comply with regulations prescribed by authorities of the jurisdictions in which we operate;

7. Inability to successfully obtain registrations in a timely manner or at all;

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

9. Our ability to effectively manage a variety of business, legal, regulatory, economic, social and political risks associated with our operations;

10. Recession in the market;

11. Changes in laws and regulations relating to the industries in which we operate;

12. Effect of lack of infrastructure facilities on our business;

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

14. Our ability to meet our capital expenditure requirements;

15. Failure to obtain any approvals, licenses, registrations and permits in a timely manner;

16. Changes in political and social conditions in India or in countries that we may enter, the monetary and interest rate policies of India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;

17. Occurrence of natural disasters or calamities affecting the areas in which we have operations;

18. Conflicts of interest with affiliated companies, the promoter group and other related parties;

19. The performance of the financial markets in India and globally;

20. Any adverse outcome in the legal proceedings in which we are involved;

21. Our ability to expand our geographical area of operation;

22. Concentration of ownership among our Promoters.

RESULTS OF OUR OPERATION

(Rs in Lakhs)

Particulars	For the year ended
	March 31, 2023	% of Total Income	March 31, 2022	% of Total Income	March 31, 2021	% of Total Income
INCOME
Revenue from Operations	6,216.96	99.07	4,877.85	99.80	4,454.70	99.86
Other Income	58.16	0.93	9.54	0.20	6.16	0.14
Total Income (A)	6,275.12	100	4,887.39	100	4,460.86	100
EXPENDITURE
Cost of Services	20.90	0.33	75.77	1.55	23.56	0.53
Cost of Material Consumed	6.55	0.10	1.30	0.03		0.00
Employee benefits expense	4,538.22	72.32	3,220.83	65.90	3,341.92	74.92
Finance Cost	233.98	3.73	268.34	5.49	233.52	5.23
Depreciation and amortization expense	13.96	0.22	21.02	0.43	29.78	0.67
Other expenses	1,196.39	19.07	1,154.93	23.63	738.36	16.55
Total Expenses (B)	6,010.00	95.78	4,742.19	97.03	4,367.14	97.90
Profit before Exceptional Items(A-B)	265.12	4.22	145.20	2.97	93.72	2.10
Exceptional Items	-	-	-	-	-	-
Profit Before Tax	265.12	4.22	145.20	2.97	93.72	2.10
Tax expense :
(i) Current tax	(35.31)	-0.56	(38.23)	-0.78	(27.02)	-0.61
(ii) Deferred tax	3.71	0.06	2.91	0.06	0.39	0.01
(iii) Income Tax of earlier periods	0.31	0.01			(0.38)	-0.01%
Total Tax Expense	(31.31)	-0.49	(35.32)	-0.72	(27.02)	-0.61
Profit for the year	233.82	3.73	109.87	2.25	66.71	1.50

Review of Restated Financials

Key Components of Companys Profit and Loss Statement

Revenue from Sale of Services: Revenue from operations mainly consists from Recruitment and Payroll Management, Program and Account Management, Merchant Acquiring, Field Support and Marketing Activity, Others Support Services, Gifting Service, Rental income of post terminal.

Other Income: Other Income mainly Consist of interest income.

Expenses: Companys expenses consist of Employee benefit expenses, Finance Cost, Depreciation and Amortization expenses & Other Expenses.

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

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

Other Expenses: Other expenses includes Contractual Services, Power and fuel, Rent, Rates and taxes, Repairs and maintenance, Legal and professional charges, Auditors remuneration, Computer and software maintenance, Insurance expenses, Advertisement and sales promotions, Courier & Postage Charges, Brokerage and commission charges, Bank charges and others.

Fiscal 2023 compared with Fiscal 2022

Revenue from Operations:

For the period ended on March 31, 2023 the revenue stood to Rs 6,216.96 Lakhs as against to Rs 4,877.85 Lakhs in the Fiscal year 2022, thereby recorded an increased in the revenue on a proportionate basis as compared to Fiscal year 2022 primarily driven by higher merchandise acquisition activities, growth in our manpower supply and payroll services and enhance account management activities. Our focus and progress in these domains have significantly contributed to our positive revenue trajectory.

Other Income

Other income in the fiscal year 2023 stood as Rs 58.16 Lakhs as against Rs 9.54 Lakhs in the Fiscal year 2022, the other incomes for Fiscal year 2023 and fiscal year 2022 is attributable to interest on Income tax refund, Interest on FD and Interest on Loan.

Employee Benefit Expenses

Employee benefit expenses increased by 40.91% from Rs 3,220.82 lakhs in Fiscal 2022 to Rs 4,538.22 lakhs in Fiscal 2023. This increase was primarily due to the additional employees hired by the Company to meet its growing business needs.

Finance Costs

Finance Costs had decrease from Rs 268.34 lakhs in Fiscal 2022 to Rs 233.98 in Fiscal 2023. This was primarily due to decrease in borrowing of the Company during the financial year.

Depreciation and Amortization Expenses

Depreciation had decreased by 33.58% from Rs 21.02 lakhs in Fiscal 2022 to Rs 13.96 lakhs in Fiscal 2023 due to in Fiscal 2023 addition fixed assets was on lower side.

Total Expenses:

The total expenditure during the financial year ended on March 31, 2023 was Rs. 6010.00 Lakhs as against Rs. 4,742.19 Lakhs in Fiscal 2022. The total expenditure represents 95.78% of the total revenue. The total expenses are represented by Employee benefit expenses, Finance Cost, Depreciation and Amortization expenses & Administration & Other Expenses. The main constituent of total expenditure is Employee benefit expenses and Other Expenses.

Profit after tax

For the Fiscal 2023, our company reported a net profit after tax of Rs 233.82 Lakhs, as against a net profit after tax of Rs 109.97 Lakhs in Fiscal 2022 and recorded an increased profit on proportionate basis during the stub period. The Increase in profit after tax on proportionate basis was primarily attributed to higher revenues from the operations, increase in business and realization of economies of scale due to increased in business.

Fiscal 2022 compared with Fiscal 2021

Revenue from Operations:

In the fiscal year 2022 the revenue stood to Rs 4,877.85 Lakhs as compared to Rs 4,454.70 Lakhs in the Fiscal year 2021, thereby recorded an increase in the revenue by 9.50 % as compared to Fiscal year 2021, primarily driven by improved business sentiment across the economies post Covid-19 pandemic. Its important to note that the results are not directly comparable, given the exceptional circumstances of in the year 2021 being heavily influenced by the Covid-19 pandemic.

Other Income

Other income had increased by 54.87 % from Rs 6.16 lakhs in Fiscal 2021 to Rs 9.54 lakhs in Fiscal 2022 due to increased in interest income on income tax refund.

Employee Benefit Expenses

Employee benefit expenses had decreased by 3.62 % from Rs 3341.92 lakhs in Fiscal 2021 to Rs 3220.83 lakhs in Fiscal 2022. This decreased was primarily due to lower salary expenses since the company has outsources some of its operations instead of in-house activities.

Finance Costs

Finance Costs had increased from Rs233.52 lakhs in Fiscal 2021 to Rs 268.34 in Fiscal 2022. This was primarily due to increase in borrowing and higher interest paid during the financial year.

Depreciation and Amortization Expenses

Depreciation had decreased by 29.42 % from Rs29.78 lakhs in Fiscal 2021 to Rs 21.02 lakhs in Fiscal 2022 due to in Fiscal 2021 addition fixed assets at higher side comparatively additional in fiscal 2022 at lower side.

Other Expenses

Other expenses had increased by 56.42 % from Rs738.36 lakhs in Fiscal 2021 to Rs 1,154.93 lakhs in Fiscal 2022 majorly due to increase in outsourcing expenses as company has shifted its in-house activity to third parties.

Tax Expenses

The Companys tax expenses had increased by 30.72 % from Rs27.02 lakhs in the Fiscal 2021 to Rs 35.32 lakhs in Fiscal 2022. This was primarily due to higher profit before tax during the financial year.

Profit after tax

In Fiscal 2022, our company reported a net profit after tax of Rs 109.97 lakhs, compared to a net profit after tax of Rs 66.71 lakhs in Fiscal 2021, thereby recorded an increase in profit after tax by 64.75 %. The Increase in profit after tax was primarily attributed to improved business sentiment across the economies post Covid-19 pandemic and recovery of our fixed operational cost, however same is not comparable with the Fiscal 2021 due to exceptional Covid 19 pandemic year.

Cash Flows

Particulars	For the year ended March 31,
	2023	2022	2021
Net Cash from/ in Operating Activities	405.41	481.45	406.78
Net Cash from/ in Investing Activities	45.62	(24.83)	(61.29)
Net Cash used from/ in Financing Activities	(346.16)	(442.26)	(270.65)

Cash Flows from Operating Activities

Net cash from operating activities for fiscal 2023 was at Rs 405.41 lakhs as compared to the Profit Before Tax at Rs265.12 lakhs while for fiscal 2022 Net cash from operating activities was at Rs 481.45 lakhs as compared to the Profit Before Tax at Rs 145.20 Lakhs. This was primarily due to adjustments against adjustments against, changes in Working Capital.

Net cash from operating activities for fiscal 2022 was at Rs 481.45 lakhs as compared to the Profit Before Tax at Rs145.20 lakhs while for fiscal 2021 Net cash from operating activities was at Rs 406.78 lakhs as compared to the Profit Before Tax at Rs 93.72 Lakhs. This was primarily due to adjustments against adjustments against, changes in Working Capital.

Net cash from operating activities for fiscal 2021 was at Rs 406.78 Lakhs as compared to the Profit Before Tax at Rs 93.72 Lakhs while for fiscal 2020, net cash from operating activities was at Rs 122.06 Lakhs as compared to the Profit Before Tax of Rs 161.41 Lakhs. This was primarily due to adjustments against, changes in Working Capital.

Cash Flows from Investment Activities

In fiscal 2023, the net cash invested in Investing Activities was t 45.62 Lakhs. This was mainly on account of purchase of non - current investment and loan given.

In fiscal 2022, the net cash invested in Investing Activities was t 24.83 Lakhs. This was mainly on account of loan given.

In fiscal 2021, the net cash invested in Investing Activities was t 61.29 Lakhs. This was mainly on account of loan given.

Cash Flows from Financing Activities

In fiscal 2023, the net cash outflow from financing activities was t346.16. This was mainly on account of repayment of loan and interest.

In fiscal 2022, the net cash outflow from financing activities was t442.26 Lakhs. This was mainly on account of repayment of loan and interest.

In fiscal 2021, the net cash outflow from financing activities was t270.65 Lakhs. This was mainly on account of repayment of loan and interest.

Information required as per Item (II) (C) (iv) of Part A of Schedule VI to the SEBI Regulations:

An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:

1. Unusual or infrequent events or transactions

There has not been any unusual trend on account of our business activity. There are no Unusual or infrequent events or transactions in our Company. The transactions are as per usual business operations.

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

Except for any change in economic policy affecting BPO industry in India, there are no other significant economic changes that may materially affect or likely to affect income 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.

Apart from the risks as disclosed under Section "Risk Factors" beginning on page 25 in the 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

Our Companys future costs and revenues will be determined by growth of industry in which we operate, economic activities and government policies and consumer preferences.

5. Increases in net sales or revenue and Introduction of new services or increased sales prices

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

6. Status of any publicly announced New Service or Business Segment Our Company has not announced any new Service.

7. Seasonality of business

Our Companys business is not seasonal in nature as it is BPO industry.

8. Dependence on few customers/ clients

The percentage of contribution of our Companys Top Customers/Clients for the Financial year ended March 31, 2023 is as follows:

S. No. Particulars	% of Turnover
1 Customer 1	25.19 %
2 Customer 2	7.20 %
3 Customer 3	40.19 %
4 Customer 4	13.45 %

9. Competitive conditions

Competitive conditions are as described under the Chapters "Industry Overview" and "Our Business" beginning on pages 112 and 125 respectively of the Prospectus.

10. Details of material developments after the date of last balance sheet i.e. March 31, 2023.

After the date of last Balance sheet i.e. March 31, 2023, the following material events have occurred after the last audited period:

a. Our company had issued Bonus of 40,00,000 equity shares in the ratio of 1:2 on April 12, 2023.

b. Our Company was converted into Public Limited Company vide Special resolution passed by the Shareholders at the Extra- Ordinary General Meeting held on April 27, 2023 and a fresh certificate of incorporation dated May 11, 2023 issued by the Registrar of Companies, Mumbai.

c. We have changed the designation of Mr. Shailesh Kumar Damani as Chairman & Managing Director with effect from May 12, 2023.

d. We have changed the designation of Mr. Anil Mahendra Kotak as Whole-Time Director with effect from May 12, 2023.

e. We have appointed Mr. Prasanna Lohar as Independent Director with effect from April 12, 2023.

f. We have appointed Mrs. Laxmi Bhan Rajan as Independent Director with effect from May 12, 2023.

g. We have appointed Mr. Manoj Varma as Independent Director with effect from May 12, 2023 and he has resigned with effect from August 24, 2023 as Independent Director.

h. We have appointed Mrs. Sumitra Goenka as Independent Director with effect from August 24, 2023.

i. Our Company has passed a Board Resolution for Initial Public Issue in Board Meeting held on May 12, 2023 and Shareholders Resolution in Extra-Ordinary Meeting held on May 15, 2023.

j. We have appointed Mr. Abhishek Jain as Company Secretary of the Company with effect from April 12, 2023.

k. We have appointed Mr. Anil Mahendra Kotak as Chief Financial Officer of the Company with effect from April 12, 2023.

l. Our Company has constituted an Audit Committee ("Audit Committee") and Nomination and Remuneration Committee and constitute Stakeholders Relationship Committee vide Board Resolution dated May 12, 2023, as per the applicable provisions of the Section 177 of the Companies Act, 2013 and also to comply with SEBI (Listing Obligations and Disclosure 221 Requirements) Regulations, 2015 applicable upon listing of the Companys Equity shares on SME platform of NSE.