Toss The Coin Limited 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 22 and "Forward Looking Statements" beginning on page 16, which discusses a number of factors, risks and contingencies that could affect our financial condition and results of operations.

The following discussion of our financial condition and results of operations should be read in conjunction with our restated financial statements for the year ended March 31, 2024, March 31, 2023 and March 31, 2022 including the schedules and notes thereto and the reports thereto, which appear in the section titled "Financial Information of our company" on Page No. 149 of the Draft Red Herring Prospectus. The financial statements presented and discussed herein have been prepared to comply in all material respects with the notified accounting standards by Companies (Accounting Standards) Rules, 2006 (as amended), the relevant provisions of the Companies Act and SEBI (Issue of Capital and Disclosure Requirements) Regulations. Our fiscal year ends on March 31 of each year. Accordingly, all references to a particular fiscal year/financial year are to the twelve-month period ended on March 31 of that year. The forward-looking statements contained in this discussion and analysis is subject to a variety of factors that could cause actual results to differ materially from those contemplated by such statements.

Overview

Our company is a marketing consulting company, which provides custom made marketing services to clients. We are growth accelerators who help businesses grow by implementing marketing operations that is creative, responsible and sustainable. We work with companies to bring a new-age modern perspective to their brand. We believe in the power of build go-to-market strategies that are tailored to individual customer needs. We have a team and a set of enviable offerings for our clients spanning the entire length & breadth of marketing.

Our Company was originally incorporated as "Toss the Coin Private Limited" vide registration no. 138199 under the provisions of the Companies Act 2013 pursuant to Certificate of Incorporation dated September 25, 2020 issued by Registrar of Companies, Central Registration Centre. Subsequently our Company was converted into Public Limited Company and name of company was changed from "Toss the Coin Private Limited" to "Toss the Coin Limited" vide fresh certificate of incorporation dated April 05,

2024 issued by the Registrar of Companies, Central Processing Centre. The Corporate Identity Number of our Company is U72900TN2020PLC138199.

Our Managing Director, Mr. Narayanan Jayan and Whole Time Director, Mrs. Reshma Budhia started this business in partnership under the name and style of M/s. Toss the Coin with partnership deed dated June 14, 2013. The said partnership business was dissolved with Deed of Dissolution dated June 17, 2024 as business was ceased since April 2021 under this partnership after shifting of business in our company.

Our registered office is situated at Old No.29, New No.62, Abhiramapuram, 3rd Street, Abhiramapuram, Chennai-600018,Tamil Nadu, India.

We are dedicated team well-versed in all technology, enabling businesses to thrive with strategy-led and creatively backed market plans. With years of experience in exploring tech and marketing, toss the coin has led businesses to get creative with out-of-the-box GTM (Go-To-Market) strategies. At toss the coin, we bring the best of marketing and innovation to lead business to success.

Our service offerings are structured in a way to be able to handle all types of clients needs across Marketing, Pre-sales, Lead-gen, Branding and Communications etc.

We are marketers who thrive in creatively adding meaning to brands with our services. With a proven method, we create the right visual language and voice for organizations to help brands de-clutter from competition.

Our Promoters and key managerial personnel have been instrumental in the growth of our business and actively advise us on corporate strategy and planning. We have a strong management team with significant industry experience. Our Managing Director, Mr. Narayanan Jayan, Whole Time Director, Mrs. Reshma Budhia and Non-Executive Director Mr. Sudhanshu Budhia have 26, 21 and 25 years of experience respectively in marketing industry, thus vast experience of the Directors 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 Promoter 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 to Restated Standalone Financial Statements under chapter titled "Restated Financial Statements" beginning on page 149 of this Draft Red Herring 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 22 of this Draft Red Herring Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following:

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

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

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

4. Ability to respond to technological changes;

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

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

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

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

9. Recession in the market;

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

11. Our ability to expand our geographical area of operation

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

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

14. 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;

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

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

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

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

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

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

21. Concentration of ownership among our Promoters.

RESULTS OF OUR OPERATION

						(Rs.in Lakhs)
	For The Year Ended 31st March
Particulars	2024	% of Total Revenue	2023	% of Total Revenue	2022	% of Total Revenue
Revenue:
Revenue from Operations	486.19	98.12	478.35	98.94	297.33	99.16
Other income	9.34	1.88	5.12	1.06	2.52	0.84
Total revenue	495.53	100.00	483.48	100.00	299.85	100.00
Expenses:
Cost of Material Consumed	-	-	-	-	-	-
Change in Inventories of WIP,
	-	-	-	-	-	-
Finished Goods & Stock in Trade
Employees Benefit Expenses	234.98	47.42	168.85	34.92	93.51	31.19
Finance costs	0.05	0.01	0.00	0.00	0.18	0.06
Depreciation and Amortization	7.21	1.46	5.98	1.24	4.34	1.45
Other expenses	106.40	21.47	69.50	14.37	61.65	20.56
Total Expenses	348.64	70.36	244.33	50.54	159.68	53.25
Profit before exceptional and extraordinary items and tax	146.89	29.64	239.14	49.46	140.17	46.75
Exceptional Items	-	-	-	-	-	-
Profit before extraordinary items and tax	146.89	29.64	239.14	49.46	140.17	46.75
Extraordinary items	-	-	-	-	-	-
Profit before tax	146.89	29.64	239.14	49.46	140.17	46.75
Tax expense :
Current tax	38.24	7.72	62.03	12.83	35.96	11.99
Deferred Tax	(1.20)	(0.24)	(1.17)	(0.24)	(0.77)	(0.26)
Total Tax Expenses	37.04	7.47	60.85	12.59	35.19	11.74
Profit (Loss) for the period from continuing operations	109.85	22.17	178.29	36.88	104.98	35.01

Review of Restated Financials

Key Components of Companys Profit and Loss Statement

Revenue from operations: Revenue from operations mainly consists from Sales of services

Other Income: Other Income Consist of Interest Income, Foreign Exchange Fluctuation & Misc. Income etc.

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

Employee Benefits Expense: Employee benefit expenses includes Salaries and Wages, Contribution of Provident & Other Funds, Gratuity Expenses, Staff Welfare Expenses etc.

Finance Cost: Finance Cost includes Interest & Bank Charges.

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

Other Expenses: Other expenses includes Graphic Design charges, professional charges, technical charges Commission Expenses, Auditors Remuneration, Printing & Stationary Expenses, Rent Expenses, Travelling Expenses, Portal subscription expenses, forex charges, consultancy charges etc.

Fiscal 2024 compared with Fiscal 2023

Revenue from Operation

Revenue from operations had increased by 1.64% from 478.35 lakhs in Fiscal 2023 to 486.19 lakhs in Fiscal 2024 was due to increase in sales of services during the year. Due to unfavourable market conditions, there was only a marginal increase in sales revenue.

Other Income

Other income had increased by 82.42% from 5.12 lakhs in Fiscal 2023 to 9.34 lakhs in Fiscal 2024. The significant increase in other income is due to interest on deposits with Banks.

Employee Benefit Expenses

Employee benefit expenses had increased by 39.16% from 168.85 lakhs in Fiscal 2023 to 234.98 lakhs in Fiscal 2024. During the year ended Mar-2024, the Company had hired and expanded its manpower resources significantly.

Finance Cost

Finance Cost had increased by negligible amount from 0.00 lakhs in Fiscal 2023 to 0.05 lakhs in Fiscal 2024. There are no finance costs and negligible expense spent on credit card charges.

Depreciation and Amortization Expenses

Depreciation had decreased by 20.57% from 5.98 lakhs in Fiscal 2023 to 7.21 lakhs in Fiscal 2024. Companys resources are mainly deployed in procurement of computer systems and allied software installations.

Other Expenses

Other expenses had increased by 53.09% from 69.50 lakhs in Fiscal 2023 to 106.4 lakhs in Fiscal 2024. During the year ended Mar-2024, there was an international visit for expansion of client-base for which an amount of 20.32 Lakhs was spent.

Tax Expenses

The Companys tax expenses had decreased by 60.85 lakhs in the Fiscal 2023 to 37.04 lakhs in Fiscal 2024. This was primarily due to decrease in current tax expenses during the year.

Profit after Tax

After accounting for taxes at applicable rates, our Company reported a net profit of 109.85 lakhs in Fiscal 2024 as compared to a net profit of 178.29 lakhs in Fiscal 2023.

Fiscal 2023 compared with Fiscal 2022

Revenue from Operation

Revenue from operations had increased by 60.88% from 297.33 lakhs in Fiscal 2022 to 478.35 lakhs in Fiscal 2023 was due to increase in sales of services during the year. Significant expansion in clientele base more particularly in export of services was observed.

Other Income

Other income had increased by 103.17% from 2.52 lakhs in Fiscal 2022 to 5.12 lakhs in Fiscal 2023. The significant increase in other income is due to interest on deposits with Banks.

Employee Benefit Expenses

Employee benefit expenses had increased by 80.57% from 93.51 lakhs in Fiscal 2022 to 168.85 lakhs in Fiscal 2023. During the year ended Mar-2024, the Company had hired and expanded its manpower resources significantly.

Finance Cost

Finance Cost had decreased by 100% from 0.18 lakhs in Fiscal 2022 to 0.00 lakhs in Fiscal 2023. There are no finance costs to report during the year.

Depreciation and Amortization Expenses

Depreciation had increased by 37.79% from 4.34 lakhs in Fiscal 2022 to 5.98 lakhs in Fiscal 2023. Companys resources are mainly deployed in procurement of computer systems and allied software installations.

Other Expenses

Other expenses had increased by 12.73% from 61.65 lakhs in Fiscal 2022 to 69.50 lakhs in Fiscal 2023.

Tax Expenses

The Companys tax expenses had increased by 35.96 lakhs in the Fiscal 2022 to 60.85 lakhs in Fiscal 2023. This was primarily due to increase in current tax expenses during the year.

Profit after Tax

After accounting for taxes at applicable rates, our Company reported a net profit of 178.29 lakhs in Fiscal 2023 as compared to a net profit of 104.98 lakhs in Fiscal 2022.

Cash Flows

( in lakhs)

Particulars	March 31, 2024	March 31, 2023	March 31, 2022
Net Cash from Operating Activities	70.43	138.86	86.14
Net Cash from Investing Activities	4.25	(10.67)	(2.14)
Net Cash used in Financing Activities	(25.25)	(7.56)	(3.96)

Cash Flows from Operating Activities

Net cash from operating activities for fiscal 2024 was at 70.43 lakhs as compared to the Profit Before Tax at 146.89 lakhs while for fiscal 2023 Net cash from operating activities was at 138.86 lakhs as compared to the Profit Before Tax at 239.14 Lakhs. This was primarily due to adjustments against adjustments against, changes in Working Capital & Income Tax Paid.

Net cash from operating activities for fiscal 2023 was at 138.86 lakhs as compared to the Profit Before Tax at 239.14 lakhs while for fiscal 2022 Net cash from operating activities was at 86.14 lakhs as compared to the Profit Before Tax at 140.17 Lakhs. This was primarily due to adjustments against adjustments against, changes in Working Capital & Income Tax Paid.

Cash Flows from Investment Activities

In fiscal 2024, the net cash invested in Investing Activities was 4.25 lakhs. This was mainly on account of Purchases of Fixed Assets and Interest income.

In fiscal 2023, the net cash invested in Investing Activities was (10.67) lakhs. This was mainly on account of Purchases of Fixed Assets.

In fiscal 2022, the net cash invested in Investing Activities was (2.14) lakhs. This was mainly on account of Purchases of Fixed Asset.

Cash Flows from Financing Activities

In fiscal 2024, the net cash from financing activities was (25.25) lakhs. This was on account of payment of dividend. In fiscal 2023, the net cash from financing activities was (7.56) lakhs. This was on account of payment of dividend. In fiscal 2022, the net cash from financing activities was (3.96) lakhs. This was on account of payment of dividend.

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 our 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 22 in the 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

Our Companys future costs and revenues will be determined by growth of industry in which we operate.

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 Products or Business Segment

Our Company has not announced any new Service.

7. Seasonality of business

Our Business is not seasonal in Nature.

8. Dependence on few customers/ clients

The percentage of contribution of our Companys Top Customers/Clients for the period ended March 31, 2024 is as follows:

Particulars	Customers
Top Ten (%)	73.20%

9. Competitive conditions

Competitive conditions are as described under the Chapters "Industry Overview" and "Business Overview" beginning on pages 91 and 107 respectively of the Draft Red Herring Prospectus.

10. Details of material developments after the date of last balance sheet i.e. March 31, 2024

After the date of last Balance sheet i.e. March 31, 2024, the following material events have occurred after the last audited period:

1. Our Company has passed Shareholders Resolution in Extra Ordinary General Meeting held on May 20, 2024 for Increase in Authorized Share Capital of the Company and made consequent alteration in Clause V of Memorandum of Association

2. Our company has appointed Mr. Manish Kumar Gupta and Mr. Mohan Varghese Mathew as Independent Directors in Extra Ordinary General Meeting held on May 20, 2024.

3. Our company has appointed M/s. Chetan Bafna & Co. as Secretarial Auditor w.e.f. May 27, 2024.

4. Our Company has passed Board Resolution for appointment of Ms. Pooja Jain as Company Secretary and Compliance Officer and Mrs. Reshma Budhia as Chief Financial Officer of the Company in Board Meeting held on May 27, 2024.

5. Our Company has adopted Materiality Policy pursuant to Para 12(A)(1)(V) of Part A of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 for pending litigations and adopted materiality policy, for disclosure of material creditors Pursuant to Para 12(A)(2) of Part A of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 vide Board Resolution dated May 27, 2024.

6. Our Company has passed a Board Resolution for Initial Public Offer in Board Meeting held on May 27, 2024 and Shareholders Resolution in Extra Ordinary General Meeting held on June 05, 2024.

7. Our Company has passed a Board Resolution for Adoption of New sets of Articles of Association in Board Meeting held On May 27, 2024 and Shareholders Resolution in Extra Ordinary General Meeting held on June 05, 2024.

8. We have changed the designation of Mr. Narayanan Jayan as Chairman cum Managing Director and Mr. Reshma Budhia as Whole-Time Director w.e.f., June 05, 2024

9. Our company has appointed M/s CNGSN & Associates LLP as Statutory Auditor for 5 years w.e.f., June 14, 2024

10. Our Company has passed a Shareholders Resolution to approve issuance of Bonus Shares in the Ratio of 10:1 in Extra Ordinary General Meeting held on June 14, 2024 and passed a Board Resolution dated June 18, 2024 for allotment of Bonus equity shares.

11. Our Company has re-constituted an Audit Committee ("Audit Committee"), Nomination and Remuneration Committee and Stakeholders Relationship Committee vide Board Resolution dated July 08, 2024, as per applicable provisions of the Section 177 of the Companies Act, 2013 and also to comply with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 applicable upon listing of the Companys Equity shares on SME platform of BSE Limited.