Share Samadhan Ltd Management Discussions

The following discussion is intended to convey managements perspective on our financial condition and results of operations for the year ended March 31, 2024, March 31, 2023, March 31, 2022. One should read the following discussion and analysis of our financial condition and results of operations in conjunction with our section titled "Financial Statements" and the chapter titled "Financial Information" on page 233 of the Red Herring Prospectus. This discussion contains forward-looking statements and reflects our current views with respect to future events and our financial performance and involves numerous risks and uncertainties, including, but not limited to, those described in the section entitled "Risk Factors" on page 28 of this Red Herring Prospectus. Actual results could differ materially from those contained in any forward-looking statements and for further details regarding forward-looking statements, kindly refer the chapter titled "Forward-Looking Statements" on page 19 of this Red Herring Prospectus. Unless otherwise stated, the financial information of our Company used in this section has been derived from the Restated Financial Information. Our financial year ends on March 31 of each year. Accordingly, unless otherwise stated, all references to a particular financial year are to the 12-month period ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to "we", "us" or "our" refers to Share Samadhan Limited (Formerly Known as Share Samadhan Private Limited), our Company. Unless otherwise indicated, financial information included herein are based on our Restated Financial Statements for the year March 31, 2024, and Financial Years March 31, 2023& March 31, 2022, included in this Red Herring Prospectus beginning on page 233 of this Red Herring Prospectus.

BUSINESS OVERVIEW

Our Company was incorporated as a private limited company with the name of "Tiger Island Hospitality Private Limited" under the Companies Act, 1956 vide certificate of incorporation dated December 26, 2011, issued by

Registrar of Companies, Delhi, bearing CIN U55101DL2011PTC229303. Further, our company changed its name from "Tiger Island Hospitality Private Limited" to "Share Samadhan Private Limited" in pursuance of a special resolution passed by the member of our Company at the Extra Ordinary General Meeting held on February 24, 2015 & Registrar of Companies, Delhi has issued a new certificate of incorporation consequent upon conversion dated March 05, 2015, bearing CIN: U67190DL2011PTC229303. Furthermore, our company was converted into a Public Limited Company in pursuance of a special resolution passed by the members of our Company at the Annual General Meeting held on March 15, 2022 & name of our Company changed from

"Share Samadhan Private Limited" to "Share Samadhan Limited" & Registrar of Companies, Delhi has issued a new certificate of incorporation consequent upon conversion dated March 28, 2022, bearing CIN: U67190DL2011PLC229303.

Our company is a one-stop solution, providing a wide range of services aimed at helping clients efficiently to protect and retrieve their investments / money. These services include Investment retrieval through our company, Wealth Protection through Wealth Samadhan Private Limited, and litigation funding solutions through Nyaya Mitra Limited, thereby assistance in resolving various disputes regarding blocked investments in any asset class largely on a success fees model.

Our company is in the business of Investment retrieval services, offering consultation on matters concerning unlocking value and resolving investor grievances related to various financial assets such as equity shares, preference shares, mutual funds, debentures, bonds, insurance, provident funds, deposits, bank accounts, debts and other asset classes. Further, we also assist in retrieval of unclaimed and unpaid dividends, interests, as well as addressing issues like old, lost, forgotten or damaged financial instruments such as physical shares, old mutual fund papers, old insurance / PF papers etc. and facilitating transfer and transmission processes and other allied services.

We also offer wealth protection services through Wealth Samadhan Card. Wealth Samadhan Card is a comprehensive digital investment repository solution designed to safeguard and streamline the protection of investment information. This service offers clients a secure and straightforward way to record and store all their investment details in one place in an encrypted way. These services are offered through our subsidiary Wealth Samadhan Private Limited.

Further, we offer a spectrum of litigation funding solutions tailored to address the multifaceted nature of legal disputes through our subsidiary, Nyaya Mitra Limited. We offer services in supporting cases relating to disputed property matters, high stake commercial dispute, management & shareholders dispute, family dispute, debtor recovery, alternative dispute resolution, overseas recovery, arbitration cases etc. Our mission is to ensure that every litigant has the opportunity to pursue their legal rights to fair compensation, unencumbered by financial limitations.

At Share Samadhan, our objective is twofold: to pioneer the industry in reclaiming unclaimed investments and all other asset classes, and to offer comprehensive solutions for safeguarding wealth. We aspire to empower investors globally to efficiently retrieve their assets through our services. To realize this objective, we are committed to continually refining our processes, expanding our outreach, and staying abreast of industry trends and advancements.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR AND CURRENT FINANCIAL YEAR

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

- The Board of Directors of our Company has approved and passed a resolution on March 30, 2024, to authorize the Board of Directors to raise the funds by way of Initial Public Offering. - The Shareholders of our company has approved the appointment of Mr. Abhay Kumar Chandalia as the Managing Director w.e.f. April 15, 2024, in the Extra-Ordinary General Meeting held on April 15, 2024. - The shareholders of our Company appointed Ms. Neha Baid and Mr. Sunil Kumar Bhansali as Independent Directors in the Extra Ordinary General Meeting held on March 08, 2024. - The board of directors in its meeting held on June 01, 2023, appointed Kumar Rishi as Company Secretary & Compliance officer of the Company & as Chief Financial Officer of the Company w.e.f. April 15, 2024.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business is subjected to various risks and uncertainties, including those discussed in the section titled

"Risk Factor" beginning on page 28 of this Red Herring Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following:

- Changes, if any, in the regulations / regulatory framework / economic policies in India and / or in foreign countries, which affect national & international finance. - Companys results of operations and financial performance;

- Performance of Companys competitors;

- Significant developments in India‘s economic and fiscal policies;

- Failure to adapt to the changing needs of industry and in particular Sector may adversely affect our business and financial condition; - Volatility in the Indian and global capital market;

Particulars	For the year ended		For the year ended
	March 31, 2024	%age of Total Income	March 31, 2023	%age of Total Income	March 31, 2022	%age of Total Income
I Revenue from operations	98328.62	98.72%	27574.22	99.86%	24171.26	99.82%
II Other Income	1283.94	1.28%	39.59	0.14%	42.49	0.18%
III Total Income (I+II)	99612.57	100.00%	27613.81	100.00%	24213.75	100.00%
IV EXPENSES
Cost of Share Purchase	0.00	0.00%	1044.96	3.78%	0.00	0.00%
Changes In Inventories of	407.41	0.41%	-1044.96	-3.78%	0.00	0.00%
Stock-In-Trade
Employee Benefit	23392.62	23.48%	13476.01	48.80%	11351.51	46.88%
Expenses
Finance Costs	620.50	0.62%	742.10	2.69%	560.78	2.32%
Depreciation and	1052.75	1.06%	1074.14	3.89%	872.38	3.60%
Amortization Expenses
Other Expenses	19497.58	19.57%	6247.87	22.63%	6953.74	28.72%
Total Expenses (IV)	44970.85	45.15%	21540.13	78.00%	19738.41	81.52%
Profit/(Loss) before	54641.71	54.85%	6073.68	22.00%	4475.34	18.48%
V exceptional items and taxes
VI Exceptional Items	-		-		-
Profit before	54641.71	54.85%	6073.68	22.00%	4475.34	18.48%
VII Extraordinary Items (V -
VI)
VIII Extraordinary items	-		-		-
Profit before Tax (V -	54641.71	54.85%	6073.68	22.00%	4475.34	18.48%
IX
VI)
X Tax expense:
(1) Current tax	14102.44	14.15%	1696.18	6.14%	1214.19	5.01%
(2) Deferred tax	62.96	0.06%	-205.89	-0.75%	-143.13	-0.59%
Profit for the period	40476.31	40.63%	4583.40	16.60%	3404.28	14.06%
XI from continuing operations (IX X)
Add: Share in	-		209.08	0.76%	2665.58	11.01%
Profit/(Loss) of Associates
Less:- Share to Minoirty share holder	1375.01	1.38%
Profit / (Loss) for the	39101.31	39.25%	4792.48	17.36%	6069.86	25.07%
Year/period
Earning per equity XIIV share:
(1) Basic	4.63		0.58		0.73
(2) Diluted	4.63		0.58		0.73

 

Particulars	For the year ended		For the year ended
	March 31, 2024	%age of Total Income	March 31, 2023	%age of Total Income	March 31, 2022	%age of Total Income	March 31, 2021	%age of Total Income
I Revenue from operations	92823.53	98.66%	27,574.22	99.86%	24,171.26	99.82%	20,338.83	99.70%
II Other Income	1256.35	1.34%	39.59	0.14%	42.49	0.18%	61.56	0.30%
III Total Income (I+II)	94079.88	100.00%	27,613.81	100.00%	24,213.75	100.00%	20,400.39	100.00%
IV EXPENSES
Cost of Share Purchase	-	0.00%	1,044.96	3.78%	-	0.00%	-	0.00%
Changes In Inventories of Stock-In-Trade	407.41	0.43%	(1,044.96)	-3.78%	-	0.00%	676.90	3.32%
Employee Benefit	23127.42	24.58%	13,476.01	48.80%	11,351.51	41.11%	9,243.20	45.31%
Expenses
Finance Costs	618.49	0.66%	742.10	2.69%	560.78	2.03%	757.10	3.71%
Depreciation and	876.45	0.93%	1,074.14	3.89%	872.38	3.16%	995.52	4.88%
Amortization Expenses
Other Expenses	18173.02	19.32%	6,247.87	22.63%	6,953.74	25.18%	5,235.87	25.67%
Total Expenses (IV)	43202.79	45.92%	21,540.13	78.00%	19,738.41	71.48%	16,908.60	82.88%
Profit/(Loss) before
V exceptional items and taxes	50877.09	54.08%	6,073.68	22.00%	4,475.34	16.21%	3,491.79	17.12%
VI Exceptional Items	-		-		-		-
Profit before
VII Extraordinary Items (V	50877.09	54.08%	6,073.68	22.00%	4,475.34	16.21%	3,491.79	17.12%
- VI)
VIII Extraordinary items	-		-		-		-
Profit before Tax (V - IX VI)	50877.09	54.08%	6,073.68	22.00%	4,475.34	16.21%	3,491.79	17.12%
X Tax expense:
(1) Current tax	13120.51	13.95%	1696.18	6.14%	1214.19	4.40%	748.10	3.67%
(2) Deferred tax	62.96	0.07%	(205.89)	(0.75) %	(143.13)	(0.52) %	(328.12)	(1.61) %
Profit for the period
from continuing XI operations (IX	37693.62	40.07%	4,583.40	16.60%	3,404.28	12.33%	3,071.80	15.06%
X)
XII Earning per equity V share:
(1) Basic	4.46		0.55		0.41		0.37
(2) Diluted	4.46		0.55		0.41		0.37

Our Significant Accounting Policies

For Significant accounting policies please refer Significant Accounting Policies", under Chapter titled Financial Statements beginning on page 233 of the Red Herring Prospectus.

Overview of Revenue & Expenditure

The following discussion on results of operations should be read in conjunction with the Restated Financial statements for the year ending on March 31, 2024, Financial Year 2022-23, Financial Year 2021-22 Our revenue and expenses are reported in the following manner:

Revenues

? Revenue of operations

Our Companys revenue is primarily generated from Professional Services Charges which includes Debtors Recovery, Investment Recovery, Consultation, Other Services and Sale of Shares.

? Other Income

Other Income includes interest income, Commission Income Other Misc Receipts.

Expenditure

Our total expenditure primarily consists of C o s t o f Shares Purchases, Changes in inventories of Shares which is Stock-in-Trade, Employee Benefit Expenses, Finance Costs, Depreciation and Amortization Expenses and Other Expenses.

? Cost of Shares Purchase

Purchases include the Getting the shares from the customer instead of getting payment in cash they receive shares as per the service agreement.

? Changes in inventories of Stock-in-Trade

The Changes in inventories of Stock-in-Trade is the change in the quantity shares at the opening and closing period.

? Employee Benefit Expenses

It includes Director Remuneration, Salaries and wages, Staff Welfare Expenses, Incentive to Employee and Employee Benefits.

? Finance Cost

It includes Interest on Car Loan and Bank Charges.

? Depreciation and Amortization Expenses

Depreciation and Amortization Expenses majorly includes depreciation on Computer and printers, Office Equipment, Vehicles and Furniture & Fixtures.

? Other Expenses

Other Expenses include major expenses on Auditors Remuneration, Marketing Expense includes Advertisement & Publicity, Business Promotion Expenses, CII- Membership Fee, Commission Expense and Membership Fees, Legal & Professional Fees, Miscellaneous Expenses includes Courier Charges, Travelling

& Conveyance Expenses, Donation and Other Expenses, Office & General Expenses includes Repair & Maintenance, Telephone Expenses, Office Maintenance, Office Maintenance etc.

Items for Consolidated and Standalone Restated Financial Statements

Our Significant Accounting Policies

For Significant accounting policies please refer Significant Accounting Policies", under Chapter titled Financial Statements beginning on page 233 of the Red Herring Prospectus.

Overview of Revenue & Expenditure

The following discussion on results of operations should be read in conjunction with the Restated Financial statements for the year ending on March 31, 2024, Financial Year 2022-23, Financial Year 2021-22. Our revenue and expenses are reported in the following manner:

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

Revenues - Total Income

Total Income for the year ended March 31, 2024, stood at Rs. 99,612.57 thousand whereas in Financial Year 2022-23 it stood at Rs. 27,613.81 thousand representing an increase of 260.73%.

Reason: The increase in total income of the company is due to a significant increase in the revenue of the company and general growth in the business operations of the Company.

- Revenue from operations

Net revenue from operations for the year ended March 31, 2024, stood at Rs. 98,328.62 thousand whereas in Financial Year 2022-23 it stood at Rs. 27,574.22 thousand representing an increase of 256.60%.

Reason: Our company initially started its business in recovery of shares. However, we have since incorporation, diversified our offerings to include the recovery of various financial instruments, PF, insurance claims, and property. Additionally, we provide consultancy services for the recovery of these financial instruments, which has significantly boosted our operational revenue in recent years.

Particulars	For the Financial Year ended March 31, 2024	For the Financial year ended March 31, 2023
1. Revenue From Operations	98,328.62	27,574.22
2. % Increase in revenue	256.60%	-

 

Particulars	For the year ended
	March 31, 2024	March 31, 2023	March 31, 2022
Investments Retrieval Services	28,586.74	24,509.22	21,571.26
% of revenue	29.07%	88.88%	89.24%
Wealth Protection Services	5.09	-	-
% of revenue	0.01%	0.00%	0.00%
Consultancy services	63,673.06	3,065.00	2,600.00
% of revenue	64.76%	11.12%	10.76%
Litigation Funding solutions	5,500.00	-	-
% of revenue	5.59%	0.00%	0.00%
Sale of shares	563.73	-	-
% of revenue	0.57%	0.00%	0.00%
Total	98,328.62	27,574.22	24,171.26

The significant rise in revenue from operations for the Financial year ending March 31, 2024, can be attributed to an increase in consultancy services provided to our current clientele compared to the financial year ending March 31, 2023, marking a 256.60% growth, can be seen in the above table.

Furthermore, the increase in consolidated revenue from operations includes revenue generated by the companys subsidiaries. For the year ended March 31, 2024, there was also a notable increase in revenue from operations within these subsidiaries.

- Other Income

Other Income for the year ended March 31, 2024, stood at Rs.1,283.94 thousand whereas in the Financial Year 2022-23 it stood at Rs. 39.59 thousand representing a increase of 3,142.93%.

Reason: The increase in other income in the financial year 2024, is due to increase in Interest on FD i.e. Rs. 449.19 thousands and miscellaneous income i.e. Rs. 834.75 thousands.

Expenditure

- Total Expenses

Total Expenses for the year ended March 31, 2024, stood at Rs. 44,970.85 thousand whereas in Financial Year 2022-23 it stood at Rs. 21,540.13 thousand representing an increase of 108.78%.

Reason: The change in total expense is on account of changes in employee benefit expenses, finance cost, Depreciation & Amortization Expenses and other expenses.

- Change in Inventories

Changes in inventories of Stock-in-Trade for the year ended March 31, 2024, stood at Rs. 407.41 thousands whereas in the Financial Year 2022-23 it stood at (1,044.96) representing an increase of 240.70%.

- Employment Benefit Expenses

Employee Benefit Expenses for the year ended March 31, 2024, stood at Rs. 23,392.62 thousand whereas in the Financial Year 2022-23 it stood at Rs. 13,476.01 thousand representing an increase of 73.59%.

Reason: Employee benefit expenses have notably surged in the financial year 2023- 2024 as compared to the financial year 2022-23. The increase in employee benefits is because of an increase in the salaries of the employees and increase in the total number of employees.

The breakup of employee benefits expenses is given hereunder:

Particulars	March 31, 2024	March 31, 2023
Employee benefit expenses	23,392.62	13,476.01
% increase	73.59%	-

- Finance Cost

Finance Costs for the year ended March 31, 2024, stood at Rs. 620.50 thousand whereas in the Financial Year 2022-23 it stood at Rs. 742.10 thousand representing a decrease of (16.39) %.

Reason: The decrease in finance cost is attributed to a significant decrease in interest on loan.

- Depreciation and Amortization Expenses

Depreciation and Amortization Expenses for the year ended March 31, 2024, stood at Rs. 1,052.75 thousand whereas in the Financial Year 2022-23 it stood at Rs. 1,074.14 thousand representing an decrease of (1.99) %.

Reason: This decrease is primarily due to the normal decrease in the value of the fixed assets over the period and in this financial year there are some purchase of fixed assets but in the end of the quarter, resulting in an increase of total value of the fixed assets.

- Other Expenses

The Other Expenses for the year ended March 31, 2024, stood at Rs. 19,497.58 thousand whereas in Financial Year 2022-23 it stood at Rs. 6,247.87 thousand representing a increase of 212.07 %.

Reason: The major expenses in other expenses are as follows:

Particulars	FY 2024	FY 2023
Auditors Remuneration	67.50	20.50
Marketing Expense	7,327.25	1,552.47
Legal & Professional Fees	5,144.43	1,796.52
Miscellaneous Expenses	4,681.99	830.42
Office & General Expenses	2,276.41	2,047.97
Total	19,497.58	6,247.87

- Restated Profit before Tax

The restated profit before tax for the year ended March 31, 2024, stood at Rs. 54,641.71 thousand whereas in Financial Year 2022-23 it stood at Rs. 6,073.68 thousand representing a increase of 799.65%.

- Tax Expense

Tax Expense for the year ended March 31, 2024, stood at Rs. 14,165.40 thousand out of which Current Tax being Rs. 14,102.44 thousand and Deferred Tax being Rs. 62.96 thousand which is 14.15% and 0.06% % respectively of the Total Income.

- Restated Profit after Tax

The restated profit after tax for the year ended March 31, 2024, stood at Rs. 14,165.40 thousand whereas in Financial Year 2022-23 it stood at Rs. 1,490.28 thousand representing an increase of 850.52%.

Reason: The increase in the profit after tax is attributed to:

1. Increase in Revenue from operations.

2. Reduction in all overall expenses of the company which leads to increase in profit after tax.

- Share of Minority Shareholder

Share of Minority Shareholder for the year ended March 31, 2024, stood at Rs.1,375.01 thousand which is 1.38% of the Total Income. In Nyaya Mitra Private Limited we made our subsidiary as on 28/07/2023, whereas in Financial Year 2022-23 it stood at NA.

- Profit For the year.

Total Profit for the year ended March 31, 2024, stood at 39,101.31 thousand which is 39.25% of the Total Income whereas in Financial Year 2022-23 it stood at Rs. 4,792.48 thousand which is 17.36% of the Total Income which is related to the Company.

PERIOD ENDED MARCH 31, 2023, COMPARED WITH THE FINANCIAL YEAR ENDED MARCH 31, 2022 (BASED ON CONSOLIDATED RESTATED FINANCIAL STATEMENTS)

Revenues

- Total Income

Total Income for the year ended March 31, 2023, stood at Rs. 27,613.81 thousand whereas in Financial Year 2021-22 it stood at Rs. 24,213.75 thousand representing an increase of 14.04%.

Reason: The increase in total income of the company is due to a significant increase in the revenue of the company and general growth in the business operations of the Company.

- Revenue of operations

Net revenue from operations for the year ended March 31, 2023, stood at Rs. 27,574.22 thousand whereas in Financial Year 2021-22 it stood at Rs. 24,171.26 thousand representing an increase of 14.08%.

Reason: The increase in revenue from operations is because of the increase in professional fees and charges of Investment retrieval services.

- Other Income

Other Income for the year ended March 31, 2023, stood at Rs. 39.59 thousand whereas in the Financial Year 2021-22 it stood at Rs. 42.49 thousand representing a decrease of (6.82) %.

Reason: Other Income decreased because of decrease in Interest Income.

Expenditure

- Total Expenses

Total Expenses for the year ended March 31, 2023, stood at Rs. 21,540.13 thousand whereas in Financial Year 2021-22 it stood at Rs. 19,738.41 thousand representing an increase of 9.13%.

Reason: Total Expenses represent an increase for the Financial Year ending on March 31, 2023, because of an increase in Employee Benefits expenses and Marketing expenses.

- Cost of Share Purchases

Purchase for the year ended March 31, 2023, stood at Rs. 1,044.96 thousand whereas in Financial Year 2021-22 it stood at NA.

- Changes in inventories of Stock-in-Trade

Changes in inventories of Stock-in-Trade for the year ended March 31, 2023, stood at Rs. (1,044.96) Thousands whereas in the Financial Year 2021-22 it stood at NA.

- Employee Benefit Expenses

Employee Benefit Expenses for the year ended March 31, 2023, stood at Rs. 13,476.01 thousand whereas in the Financial Year 2021-22 it stood at Rs. 11,351.51 thousand representing an increase of 18.72%.

Reason: Employee benefit expenses have notably surged in the financial year 2022- 2023 as compared to the previous financial year. The increase in employee benefits is because of an increase in the salaries of the employees and increase in the total number of employees.

The breakup of employee benefits expenses is given hereunder:

Particulars	March 31, 2023	March 31, 2022
Employee benefit expenses	13,476.01	11,351.51
% increase	18.72%	-

- Finance Costs

Finance Costs for the year ended March 31, 2023, stood at Rs. 742.10 thousand whereas in the Financial Year 2021-22 it stood at Rs. 560.78 thousand representing an increase of 32.33%.

Reason: The increase in finance cost is attributed to a significant decrease in interest on loan.

- Depreciation and Amortization Expenses

Depreciation and Amortization Expenses for the year ended March 31, 2023, stood at Rs. 1,074.14 thousand whereas in the Financial Year 2021-22 it stood at Rs. 872.38 thousand representing an Increase of 23.13%.

Reason: This increase is primarily due to the purchase of fixed assets, resulting in an increase of Depreciation Expenses.

- Other Expenses

The Other Expenses for the year ended March 31, 2023, stood at Rs. 6,247.87 thousand whereas in Financial Year 2021-22 it stood at Rs. 6,953.74 thousand representing a decrease of (10.15) %.

Reason: The major expenses in other expenses are as follows:

Particulars	FY 2023	FY 2022
Auditors Remuneration	20.50	29.50
Marketing Expense	1,552.47	2,636.92
Legal & Professional Fees	1,796.52	2,027.38
Miscellaneous Expenses	830.42	1,069.47
Office & General Expenses	2,047.97	1,190.46
Total	6,247.87	6,953.74

The Company was focusing on reducing the overall expenses of the company, it reduced the marketing expenses and legal & Professional Fee and etc.

- Restated Profit before Tax

The restated profit before tax for the year ended March 31, 2023, stood at Rs. 6,073.68 thousand whereas in Financial Year 2021-22 it stood at Rs. 4,475.34 thousand representing a increase of 35.71%.

- Restated Profit after Tax

The restated profit after tax for the year ended March 31, 2023, stood at Rs. 1,490.28 thousand whereas in Financial Year 2021-22 it stood at Rs. 1,071.06 thousand representing an increase of 39.14%.

Reason: The increase in the profit after tax is attributed to:

1. Increase in Revenue from operations.

2. Reduction in Marketing expenses and also reduction in other expenses.

- Share in Profit/(Loss) of Associates

Share in Profit/(loss) of Associate for the year ended March 31, 2023, stood at 209.08 thousand which is 0.76% of the Total Income whereas in Financial Year 2021-22 it stood at Rs. 2,665.58 thousand which is 11.01% of the Total Income.

- Profit For the year.

Total Profit for the year ended March 31, 2024, March 31, 2023, stood at 4,792.48 thousand which is 17.36% of the Total Income whereas in Financial Year 2021-22 it stood at Rs. 6,069.86 thousand which is 25.07% of the Total Income which is related to the Company.

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

Revenues

- Total Income

Total Income for the year ended March 31, 2024, stood at Rs. 94,079.88 thousand whereas in Financial Year 2022-23 it stood at Rs. 27,613.81 thousand representing an increase of 240.70%.

Reason: The increase in total income of the company is due to a significant increase in the revenue of the company and general growth in the business operations of the Company.

- Revenue from operations

Net revenue from operations for the year ended March 31, 2024, stood at Rs. 92,823.53 thousand whereas in Financial Year 2022-23 it stood at Rs. 27,574.22 thousand representing an increase of 236.63%.

Reason: Our company initially started its business in recovery of shares. However, we have since incorporation diversified our offerings to include the recovery of various financial instruments, PF, insurance claims, and property. Additionally, we provide consultancy services for the recovery of these financial instruments, which has significantly boosted our operational revenue in recent years.

Particulars	For the year ended March 31, 2024	For the Financial year ended March 31, 2023
1. Revenue From Operations	92,823.53	27,574.22
2. % Increase in revenue	236.63%	-

 

Particulars	For the year ended
	March 31, 2024	March 31,	March 31, 2022
		2023
Investments Retrieval Services	28,327.09	24,509.22	21,571.26
% Increase in revenue	30.52%	29.82%	26.24%
Wealth Protection Services	-	-	-
% Increase in revenue	0.00%	0.00%	0.00%
Consultancy services	63,932.72	3,065.00	2,600.00
% Increase in revenue	68.88%	3.73%	3.16%
Sale of shares	563.73	-	-
% Increase in revenue	0.61%	0.00%	0.00%
Total	92,823.53	27,574.22	24,171.26

The significant rise in revenue from operations for the year ending March 31, 2024, can be attributed to an increase in consultancy services provided to our current clientele compared to the financial year ending March 31, 2023, marking a 236.63% growth, can be seen in the above table.

- Other Income

Other Income for the year ended March 31, 2024, stood at Rs. 1,256.35 thousand whereas in the Financial Year 2022-23 it stood at Rs. 39.59 thousand representing a increase of 3073.22 %.

Reason: The increase in other income in the financial year 2024 is due to an increase in Interest on FD i.e. Rs. 449.19 thousand and miscellaneous income i.e. Rs. 807.15 thousand.

Expenditure

- Total Expenses

Total Expenses for the year ended March 31, 2024, stood at Rs. 43,202.79 thousand whereas in Financial Year 2022-23 it stood at Rs. 21,540.13 thousand representing an increase of 100.57%.

Reason: The change in total expense is on account of changes in employee benefit expenses, finance cost, Depreciation & Amortization Expenses and other expenses.

- Change in Inventories

Changes in inventories of Stock-in-Trade for the year ended March 31, 2024, stood at Rs. 407.41 thousand whereas in the Financial Year 2022-23 it stood at (1,044.96) thousand representing an increase of 240.70%.

- Employment Benefit Expenses

Employee Benefit Expenses for the year ended March 31, 2024, stood at Rs. 23,127.42 thousand whereas in the Financial Year 2022-23 it stood at Rs. 13,476.01 thousand representing an increase of 71.62%.

Reason: Employee benefit expenses have notably surged in the financial year 2023- 2024 as compared to the financial year 2022-23. The increase in employee benefits is because of an increase in the salaries of the employees and an increase in the total number of employees.

The breakup of employee benefits expenses is given hereunder:

Particulars	March 31, 2024	March 31, 2023
Employee benefit expenses	23,127.42	13,476.01
% increase	71.62%	-

- Finance Cost

Finance Costs for the year ended March 31, 2024, stood at Rs.618.49 thousand whereas in the Financial Year 2022-23 it stood at Rs. 742.10 thousand representing a decrease of (16.66) %.

Reason: The decrease in finance cost is attributed to a significant decrease in interest on loan.

- Depreciation and Amortization Expenses

Depreciation and Amortization Expenses for the year ended March 31, 2024, stood at Rs. 876.45 thousand whereas in the Financial Year 2022-23 it stood at Rs. 1,074.14 thousand representing a decrease of (16.66) %.

Reason: This decrease is primarily due to the normal decrease in the value of the fixed assets over the period and in this financial year there are some purchase of fixed assets but in the end of the quarter, resulting in an increase of total value of the fixed assets.

- Other Expenses

The Other Expenses for the year ended March 31, 2024, stood at Rs. 18,173.02 thousand whereas in Financial Year 2022-23 it stood at Rs. 6,247.87 thousand representing an increase of 190.87 %.

Reason: The major expenses in other expenses are as follows:

Particulars	FY 2024	FY 2023
Auditors Remuneration	35.00	20.50
Marketing Expense	7,327.25	1,552.47
Legal & Professional Fees	3,870.08	1,796.52
Miscellaneous Expenses	4,664.28	830.42
Office & General Expenses	2,276.41	2,047.97
Total	18,173.02	6,247.87

- Restated Profit before Tax

The restated profit before tax for the year ended March 31, 2024, stood at Rs. 50,877.09 thousand whereas in Financial Year 2022-23 it stood at Rs. 6,073.68 thousand representing a increase of 737.67%.

- Tax Expense

Tax Expense for the year ended March 31, 2024, stood at Rs. 13,183.47 thousand out of which Current Tax being Rs. 13,120.51 thousand and Deferred Tax being Rs. 62.96 thousand which is 13.95% and 0.07% respectively of the Total Income.

- Restated Profit after Tax

The restated profit after tax for the year ended March 31, 2024, stood at Rs. 37,693.62 thousand whereas in Financial Year 2022-23 it stood at Rs. 4,583.20 thousand representing an increase of 722.39%.

The increase in the profit after tax is attributed to:

1. Increase in Revenue from operations.

2. Reduction in overall expenses of the company which leads to increase in profit after tax.

PERIOD ENDED MARCH 31, 2023, COMPARED WITH THE FINANCIAL YEAR ENDED MARCH 31, 2022 (BASED ON STANDALONE RESTATED FINANCIAL STATEMENTS)

Revenues

? Total Income

Total Income for the year ended March 31, 2023, stood at Rs. 27,613.81 thousand whereas in Financial Year 2021-22 it stood at Rs. 24,213.75 thousand representing an increase of 14.04%.

Reason: The increase in total income of the company is due to a significant increase in the revenue from operations of the company and general growth in the business operations of the Company.

? Revenue of operations

Net revenue from operations for the year ended March 31, 2023, stood at Rs. 27,574.22 thousand whereas in Financial Year 2021-22 it stood at Rs. 24,171.26 thousand representing an increase of 14.08%.

Reason: The significant increase in revenue from operations is because of the increase in professional fees of Investment retrieval services.

? Other Income

Other Income for the year ended March 31, 2023, stood at Rs. 39.59 thousand whereas in the Financial Year 2021-22 it stood at Rs. 42.49 thousand representing a decrease of (6.82) %.

Reason: Other income increase due to increase interest received and Miscellaneous income.

Expenditure

? Total Expenses

Total Expenses for the year ended March 31, 2023, stood at Rs. 21,540.13 thousand whereas in Financial Year 2021-22 it stood at Rs. 19,738.41 thousand representing an increase of 9.13%.

Reason: Total Expenses for the Financial Year ending on March 31, 2023. because of increase in Employee Benefits expenses and Marketing expenses.

? Cost of Share Purchases

Purchase for the year ended March 31, 2023, stood at Rs. 1,044.96 thousand whereas in Financial Year 2021-22 it stood at NA.

? Changes in inventories of Stock-in-Trade

Changes in inventories of Stock-in-Trade for the year ended March 31, 2023, stood at Rs. (1,044.96) Thousands whereas in the Financial Year 2021-22 it stood at NA.

? Employee Benefit Expenses

Employee Benefit Expenses for the year ended March 31, 2023, stood at Rs. 13,476.01 thousand whereas in the Financial Year 2021-22 it stood at Rs. 11,351.51 thousand representing an increase of 18.72%.

Reason: Employee benefit expenses have notably surged in the financial year 2023 compared to the previous financial year. The increase in employee benefits because of increase in salaries of employees and increase in total number of employees.

? Finance Costs

Finance Costs for the year ended March 31, 2023, stood at Rs. 742.10 thousand whereas in the Financial Year 2021-22 it stood at Rs. 560.78 thousand representing an increase of 32.33%.

Reason: The increase in finance cost is attributed to a significant decrease in interest on loan.

? Depreciation and Amortization Expenses

Depreciation and Amortization Expenses for the year ended March 31, 2023, stood at Rs. 1,074.14 thousand whereas in the Financial Year 2021-22 it stood at Rs. 872.38 thousand representing an Increase of 23.13%.

Reason: This increase is primarily due to the purchase of fixed assets, resulting in an increase of Depreciation Expenses.

? Other Expenses

The Other Expenses for the year ended March 31, 2023, stood at Rs. 6,247.87 thousand whereas in Financial Year 2021-22 it stood at Rs. 6,953.74 thousand representing a decrease of (10.15) %.

Reason: The major expenses in other expenses are as follows:

Particulars	FY 2023	FY 2022
Auditors Remuneration	20.50	29.50
Marketing Expense	1,552.47	2,636.92
Legal & Professional Fees	1,796.52	2,027.38
Miscellaneous Expenses	830.42	1,069.47
Office & General Expenses	2,047.97	1,190.46
Total	6,247.87	6,953.74

The Company was focusing on reducing the overall expenses of the company, it reduced the marketing expenses and legal & Professional Fee and etc.

? Restated Profit before Tax

The restated profit before tax for the year ended March 31, 2023, stood at Rs. 6,073.68 thousand whereas in Financial Year 2021-22 it stood at Rs.4,475.34 thousand representing an increase of 35.71 %.

? Restated Profit after Tax

The restated profit after tax for the year ended March 31, 2023, stood at Rs. 1,490.28 thousand whereas in Financial Year 2021-22 it stood at Rs. 1,071.06 thousand representing an increase of 34.64%.

Reason: The increase in the profit after tax is attributed to:

1. Increase in Revenue from operation.

2. Decrease in Marketing expenses.

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

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

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

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

Other than as described in this Red Herring Prospectus, particularly in the sections Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations on pages 28 and 287, respectively, to our knowledge, there are no known trends or uncertainties that are expected to have a material adverse impact on our revenues or income from continuing operations.

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

Income and sales of our Company on account of major activities derives from the Subscription earnings, YouTube Based Income, Advertisement Income, Intellectual Property Revenue, coupon related services.

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

Our Companys future costs and revenues can be indirectly impacted by an increase in cost of production for the execution of the projects and employee benefit expenses.

6. Future relationship between Costs and Income

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

7. The extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased sales prices.

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

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

The Company operates in the Media and Entertainment Industry. Relevant industry data, as available, has been included in the chapter titled "Our Industry" beginning on page 131 of this Red Herring Prospectus.

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

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

10. The extent to which the business is seasonal.

Our business is not seasonal in nature.

11. Competitive Conditions

We face competition from existing and potential competitors, which is common for any business. We have, over a period of time, developed certain competitive strengths which have been discussed in the section titled Our Business on page 163 of this Red Herring Prospectus.