Value 360 Communications Ltd Management Discussions

OPERATION

The following discussion is intended to convey managements perspective on our financial condition and results of operations for period ended January 31, 2025 and the financial year ended March 31, 2024, 2023, 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 195 of the Draft 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 Draft 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 20 of this Draft 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 Value 360 Communications Limited, our Company. Unless otherwise indicated, financial information included herein are based on our Restated Financial Statements for period ended January 31, 2025 and for the financial year ended March 31, 2024, 2023, 2022 included in this Draft Red Herring Prospectus beginning on page 195 of this Draft Red Herring Prospectus.

BUSINESS OVERVIEW

Our Company was founded by Kunal Kishore and Gaurav Patra as an unregistered partnership firm in 2007. Subsequently, a new company was incorporated under the Companies Act, 1956 on April 17, 2009, under the name and style of ‘Value 360 Communications Private Limited, pursuant to a certificate of incorporation dated April 17, 2009 issued by the Assistant Registrar of Companies, National Capital territory of Delhi and Haryana, which took over the business of the partnership firm. Our Company was converted into a public limited company pursuant to a resolution passed by our Board of Directors in its meeting held on December 02, 2024, and by the Shareholders in an extraordinary general meeting held on December 27, 2024 and consequently the name of our Company was changed to ‘Value 360 Communications Limited and a fresh certificate of incorporation dated January 29, 2025 was issued by the Registrar of Companies, Central Processing Centre. The corporate identification number of our Company is U22222DL2009PLC189466.

Value 360 Communications PR Communications vertical offers a comprehensive suite of strategic communication services, including Investor Relations, Crisis Communication, Reputation Management, Digital PR Solutions, and End-to-End Campaign Management. The vertical helps brands build credibility, manage stakeholder perception, and maintain a strong media presence.

By 2011, the Company expanded its regional footprint with the launch of Value 360 Communications offices in Mumbai and Bangalore, setting the stage for a broader market presence. This period of growth was further accelerated in 2013 with the incorporation of its ‘emerging business focused PR arm, Popkorn PR Plus Communication Private Limited, signifying a strategic diversification into building sector expertise and catching up with the startup wave in India. Building on this momentum, the Company made its international foray in 2014 by signing a memorandum of understanding with Lewis to launch Lewis Value 360, thereby reinforcing its commitment to global standards in communications.

In 2019, the evolution continued with a strategic investment by the promoters into Irida Interactive Private Limited (ClanConnect), an innovative influencer marketing platform designed to leverage the power of digital engagement and social influence. Recognizing the potential of influencer marketing early on, V360 Group has consistently capitalized on emerging trends in this space, integrating technology-driven solutions to stay ahead of the market and redefine how brands engage with their audiences. This investment aligned with V360s strategic approach of backing businesses with a similar profit-margin structure and high-growth potential, leveraging service-based, scalable business models to drive sustained expansion and market leadership.

Following a similar investment thesis as Irida Interactive Private Limited (ClanConnect), in 2023, the promoters of our company developed Hubscribe, an Integrated Content Publishing and Monetization platform for independent creators. This integrated approach positions Hubscribe to capitalize on the rapidly growing Indian digital content market, which is fueled by rising internet penetration, increasing smartphone adoption, and a booming creator economy unlocking new revenue opportunities through subscriptions, brand collaborations, and digital content monetization. In 2024, the Company marked yet another milestone with the launch of Value Bharat, underscoring its commitment to regional expansion and localized market penetration.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST AUDIT PERIOD

In the opinion of the Board of Directors of our Company, since the date of the last audited period ended January 31, 2025, as disclosed in this Draft Red Herring Prospectus, there are no circumstances that materially or adversely affect or are likely to affect the trading or profitability of our Company or the value of its assets or its ability to pay its material liabilities within the remaining months in the financial year 2024-25 and before the filing of DRHP except as follows:

i) The Company has made an investment in equity shares of Irida Interactive Private Limited (ClanConnect) on March 11, 2025 by acquiring their 1,300 equity shares equivalent to 11.50 percent of their post issue equity share capital of Irida Interactive Private Limited by converting their existing outstanding loan as on January 31, 2025.

ii) The Board of Directors have decided to get their equity shares listed on Emerge Platform of National Stock Exchange of India Limited and pursuant to Section 62(1)(c) of the Companies Act 2013, by a resolution passed at its meeting held on July 07, 2025, proposed the Issue, subject to the approval of the shareholders and such other authorities as may be necessary.

iii) The shareholders of the Company have, pursuant to Section 62(1)(c) of the Companies Act 2013, by a special resolution passed in the Extraordinary General Meeting held on July 08, 2025, authorized the Initial Public Issue.

iv) The Company has adopted the ESOP Scheme named "Employee Stock Option Scheme 2025" pursuant to the resolution passed by our Board dated July 07, 2025 and the resolution passed by the Shareholders dated July 08, 2025. The ESOP Scheme has been instituted to grant stock options exercisable into Equity Shares to eligible employees of our Company or its Group Company(ies) including subsidiary/associate company(ies), working in India with a view to attract, retain, motivate and reward employees and to align their interests with those of the Company and its stakeholders. For more details, please refer the Chapter "Capital Structure" on page 70.

v) The Company has issued 58,561 Sweat Equity shares to one of its Senior managerial personnel named Vasundhara Singh without consideration with intention to reward her for her significant value addition to the company, primarily in the form of additional sales generation and additional revenue growth pursuant to resolution passed at board meeting on July 07, 2025 and a shareholders resolution passed at extra ordinary general meeting on July 08, 2025.

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 Draft Red Herring Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following:

Any adverse changes in central or state government policies;

Any qualifications or other observations made by our statutory auditors which may affect our results of operations; Loss of one or more of our key customers and/or suppliers; An increase in the productivity and overall efficiency of our competitors; Our ability to maintain and enhance our brand image; Changes, if any, in the regulations / regulatory framework / economic policies in India and / or in foreign countries, which affect national & international finance.

Companys ability to adopt the changing technology in PR and advertising industry; Companys results of operations and financial performance; Significant developments in Indias economic and fiscal policies;

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

SIGNIFICANT ACCOUNTING POLICIES:

For Significant accounting policies please refer "Significant Accounting Policies to the Restated Financial Statements", under Section titled "Financial Information" beginning on page 195 of the Draft Prospectus.

SUMMARY OF THE RESULTS OF OPERATION:

The following table sets forth select financial data from restated profit and loss accounts for the Ten months ended January 31, 2025 and financial year(s) ended on March 31, 2025, March 31, 2024 and March 31, 2023 and the components of which are also expressed as a percentage of total income for such periods.

Particulars	Ten months ended on January 31, 2025 Ten		For the year ended March 31,
	months	% of		% of Total		% of Total		% of Total
	FY25	Total ended for Revenue	FY24	Revenue	FY23	Revenue	FY22	Revenue
Revenue from Operations	4,444.54	99.73%	5,059.24	99.60%	5,114.28	99.61%	4,141.29	99.80%
Other Income	11.85	0.27%	20.50	0.40%	19.86	0.39%	8.46	0.20%
Total	4,456.39	100.00%	5,079.73	100.00%	5,134.14	100.00%	4,149.75	100.00%
Expenditure
Cost of Service	690.31	15.49%	827.59	16.29%	727.47	14.17%	782.38	18.85%
Purchase of Stock-In-Trade	-	-	-	-	-	-	-	-
Changes in Inventories of Finished	-	-	-	-	-	-	-	-
Goods
Employee Benefit Expenses	2,099.51	47.11%	2,406.36	47.37%	2,496.24	48.62%	2,067.68	49.83%
Finance Costs	211.98	4.76%	219.21	4.32%	205.62	4.01%	133.58	3.22%
Depreciation and Amortization	80.76	1.81%	82.82	1.63%	19.59	0.38%	12.27	0.30%
Expense
Other Expenses	676.32	15.18%	963.19	18.96%	1,322.51	25.76%	825.90	19.90%
Total	3,758.88	84.35%	4,499.17	88.57%	4,771.44	92.94%	3,821.81	92.10%
Profit before Tax and exceptional 697.52		15.65%	580.56	11.43% 362.70		7.06%	327.94	7.90%
items
Exceptional Items	-	-	-		- -	-	-	-
Net Profit before Tax	697.52	15.65%	580.56	11.43% 362.70		7.06%	327.94	7.90%
Less: Provision for Taxes
Current Tax	281.57	6.32%	187.52	3.69%	253.72	4.94%	177.93	4.29%
Deferred Tax	-14.07	-0.32%	-19.45	-0.38%	-12.46	-0.24%	-53.12	-1.28%
Tax Adjustments of earlier Years	-	-	-	-	-	-	-	-
Net Profit after Tax	430.02	9.65%	412.49	8.12%	121.44	2.37%	203.14	4.90%
Minority Interest	4.13	0.09%	6.59	0.13%	4.14	0.08%	5.02	0.12%
Net Profit after Tax Post	425.89	9.56%	405.90	7.99%	117.30	2.29%	198.12	4.78%
Minority Interest

MAIN COMPONENTS OF PROFIT AND LOSS ACCOUNT

Income

Our Total Income comprises of Revenue from core business operations and Other Income.

Revenue from operations

The Revenue from operations consists of revenue from PR Services and Digital ads and content solutions. Our revenue from operations as a percentage of total revenue was 99.73%, 99.60%, 99.61% and 99.80% for Ten months ended January 31, 2025, FY24, FY23 and FY22 respectively.

Other Income

Other Income comprises of Interest Income, Miscellaneous Receipts, Profit on sale of Property, Plant and Equipment and gain on foreign currency fluctuation. Other Income as a percentage of Total Revenue was 0.27%, 0.40%, 0.39% and 0.20% for Ten months ended January 31, 2025, FY24, FY23 and FY22 respectively. In FY 24 and FY 23 Interest Income, Miscellaneous Receipts and gain on Foreign Currency Fluctuation were the part of the Other Income and in FY 22 Interest Income and Miscellaneous Receipts were the part of other income.

Expenditure

Our Total Expenditure primarily consists of Cost of Service, Employee Benefit expenses, Finance Costs, Depreciation and Amortization and Other Expenses which is 84.35%, 88.57%, 92.94% and 92.10% of total revenue for Ten months ended January 31, 2025, FY24, FY23 and FY22 respectively.

Cost of Service:

Cost of Service is represented by direct service expenses such as Media & Digital Media Expenses, Business Promotion Expenses, Content Writing Expenses, Google Campaign Expenses, Facebook Campaign Expenses, Other Platform Expenses, Influencer Expenses, Press Expenses, VMM Expenses, Website Maintenance Expenses, Language Translation Expenses. Cost of Service form a major part of the Total Expenditure and over the years with 15.49%, 16.29%, 14.17% and 18.85% recorded in Ten months ended January 31, 2025, FY24, FY23 and FY22 respectively.

Employee Benefit Expenses:

Employee Benefit expenses is a major part of the total expenses and include Salaries and bonus, Managerial Remuneration, Contribution to provident and other funds, Gratuity and Staff Welfare Expenses. Employee Benefit Expenses as a percentage of Total Revenue was 47.11%, 47.37%, 48.62% and 49.83% for Ten months ended January 31, 2025, FY24, FY23 and FY22 respectively.

Other Expenses:

Other Expenses are consists of indirect Expenses which includes Audit Fees, Power and fuel Expenses, Rent, Repair & Maintenance, Insurance Expenses, Legal & Professional Expenses, Commission Expenses, Hotel Expenses, Travelling & Conveyance Expenses, Telephone, Postage & Courier Expenses, Printing And Stationary Expenses, Computer Running and Maintenance Expenses, Email Subscription Expenses, Miscellaneous Expenses, Bad Debts, Books & Periodicals and Subscription Expenses, Entertainment Expenses, Donation, Vehicle Running & Maintenance Expenses, Digital Media & Business Promotion Expenses, Corporate Social Responsibility Expenses. Other Expenses as a percentage of Total Revenue was 15.18%, 18.96%, 25.76% and 19.90% for Ten months ended January 31, 2025, FY24, FY23 and FY22 respectively.

Finance Cost:

Finance Cost includes Interest on Borrowings, Loan Processing Charges, Foreign Currency Fluctuation Expenses and Other

Borrowing Costs. Interest on borrowings has increased from 133.58 Lakhs in FY22 to 211.98 Lakhs in Ten months ended

January 31, 2025.

Depreciation & Amortization:

Depreciation & Amortization includes Depreciation on Tangible and Intangible assets which has increased from 0.30% of Total Revenue in FY22 to 1.81% of Total Revenue in Ten months ended January 31, 2025.

TEN MONTHS ENDED JANUARY 31, 2025

The total revenue was 4,456.39 lakhs for ten months ended January 31, 2025.

Revenue from Operations

Revenue from operations contributed 4,444.54 lakhs for ten months period or 99.73% of total revenue for this period.

Other Income

Other Income contributed 11.85 lakhs for Ten months ended January 31, 2025 or 0.27% of total revenue for this period.

Expenditure Analysis

Total expenditure during the period was 3,758.88 lakhs, accounting for 84.35% of total revenue. Key expense categories were as follows:

1. Employee Benefit Expenses

2,099.51 lakhs (47.11% of revenue)

This remains the largest cost component, consistent with the labour-intensive nature of the Companys operations.

2. Cost of Service

690.31 lakhs (15.49%)

Reflects direct costs associated with service delivery.

3. Other Expenses

676.32 lakhs (15.18%)

Includes administrative, operational, and miscellaneous costs. The Company has managed to keep these under control compared to previous periods.

4. Finance Costs

211.98 lakhs (4.76%)

Finance costs reflect the cost of borrowings; the Company has managed these well within acceptable limits.

5. Depreciation and Amortization

80.76 lakhs (1.81%)

The relatively low depreciation indicates an asset-light model or recent investments yet to significantly depreciate.

Net Profit Before Tax

Profit Before Tax (PBT): 697.52 lakhs

PBT Margin: 15.65% of total revenue

No exceptional items were reported during the period. The profitability has improved due to effective cost management across multiple expense heads.

Taxation

Current Tax provision of 281.57 lakhs has been made, reflecting a normalized effective tax rate.

Deferred Tax Credit of 14.07 lakhs (negative provision) has favourably impacted net profit due to temporary timing differences. No adjustments were made for earlier years, indicating clean tax positions and no significant disputes.

Net Profit After Tax (PAT)

Net profit after tax of 430.02 lakhs, representing a net margin of 9.65% on total revenue of 4,456.39 lakhs. This performance reflects the Companys continued focus on operational efficiency and cost control.

Minority Interest

Minority interest (also referred to as non-controlling interest) of 4.13 lakhs represents the portion of net assets and net profit of our consolidated subsidiaries that is attributable to shareholders other than the Company. It arises where the Company does not own 100% of the equity share capital of its subsidiaries.

Net Profit After Tax Post Minority Interest (PAT)

Net Profit After Tax Post Minority Interest of 425.89 lakhs, representing a net margin of 9.56% on total revenue of 4,456.39 lakhs represents the portion of consolidated profit attributable solely to the equity shareholders of the Company, after excluding the share of profit attributable to minority (non-controlling) interests in subsidiaries. This measure provides a more accurate reflection of the Companys profitability from the perspective of its shareholders

Other key ratios:

Particulars	For the Ten months period ending January 31, 2025
Return on Net worth %	18.20%
Current Ratio (times)	1.51

Return on Net worth

This is defined as Net profit after tax post minority Interest divided by Average Net worth, based on the Restated financial statements.

Current Ratio

This is defined as total current assets divided by total current liabilities, based on the Restated Financial Statements.

FINANCIAL YEAR 2023-24 COMPARED WITH 2022-23

The Total Income for FY2023-24 has marginally decreased by 1.06% from 5,134.14 lakhs for FY 2022-23 to 5,079.73 lakhs for FY 2023-24.

Revenue from Operations

FY24: 5,059.24 lakhs (99.60% of total revenue)

FY23: 5,114.28 lakhs (99.61% of total revenue)

Analysis:

Revenue from operations declined slightly by 55.04 lakhs or 1.08% from FY23 to FY24. This represents a marginal decrease but is still a very close alignment in terms of contribution to total revenue, indicating a stable core business.

Other Income

FY24: 20.50 lakhs (0.40% of total revenue) FY23: 19.86 lakhs (0.39% of total revenue)

Analysis:

There is a slight increase of 0.64 lakhs or 3.23% in other income, reflecting stable supplementary income sources during FY24.

Total Revenue

FY24: 5,079.73 lakhs FY23: 5,134.14 lakhs

Analysis:

The total revenue has decreased by 54.41 lakhs or 1.06%, largely driven by a decrease in operational income, though the drop is minor.

Expenditure

Cost of Service

FY24: 827.59 lakhs (16.29% of total revenue) FY23: 727.47 lakhs (14.17% of total revenue)

261

Analysis:

The cost of service increased by 100.12 lakhs or 13.77% in FY24, leading to an increase in the percentage of total revenue

(from 14.17% in FY23 to 16.29% in FY24). This suggests higher service-related costs, possibly from inflation or increased operational activities.

Employee Benefit Expenses

FY24: 2,406.36 lakhs (47.37% of total revenue) FY23: 2,496.24 lakhs (48.62% of total revenue)

Analysis:

There is a reduction of 89.88 lakhs or 3.60% in employee benefit expenses, with a slight decrease in the percentage of total revenue (from 48.62% in FY23 to 47.37% in FY24). This indicates better cost control in employee-related expenses.

Finance Costs

FY24: 219.21 lakhs (4.32% of total revenue) FY23: 205.62 lakhs (4.01% of total revenue)

Analysis:

Finance costs increased by 13.59 lakhs or 6.61%, reflecting possibly higher borrowing or interest rates, or additional borrowings to fund operations or expansion.

Depreciation and Amortization Expense

FY24: 82.82 lakhs (1.63% of total revenue) FY23: 19.59 lakhs (0.38% of total revenue)

Analysis:

The depreciation expense increased significantly by 63.23 lakhs or 322.70%, indicating the addition of assets which has resulted in a higher expense in FY24.

Other Expenses

FY24: 963.19 lakhs (18.96% of total revenue) FY23: 1,322.51 lakhs (25.76% of total revenue)

Analysis:

Other expenses decreased by 359.32 lakhs or 27.17%, which is a substantial improvement. The reduction in other expenses suggests better cost management and operational efficiencies.

Profitability

Profit Before Tax (PBT)

FY24: 580.56 lakhs (11.43% of total revenue) FY23: 362.70 lakhs (7.06% of total revenue)

Analysis:

The profit before tax improved significantly by 217.86 lakhs or 60.07%, indicating better cost control, especially in other expenses, and strong operational performance despite a slight decline in revenue.

Provision for Taxes

Current Tax: Decreased by 66.19 lakhs, from 253.72 lakhs in FY23 to 187.52 lakhs in FY24.

Deferred Tax: The deferred tax liability increased by 6.99 lakhs, moving from -12.46 lakhs to ( 19.45) lakhs, indicating unfavourable timing differences or tax adjustments.

Analysis:

The increased current tax in FY23 due to certain disallowances made by the tax auditor in expenses in FY23, however in FY24 there were no such disallowances, hence the tax liability decreased even the profit before tax has increased.

Net Profit After Tax (PAT)

FY24: 412.49 lakhs (8.12% of total revenue) FY23: 121.41 lakhs (2.37% of total revenue)

Analysis:

The net profit after tax saw a significant improvement of 291.05 lakhs or 239.67%, primarily driven by higher profitability

(PBT), effective cost control, and favorable tax adjustments.

Other key ratios:

	For the Financial Years ended March 31,
Particulars	2024	2023
Return on Net worth %	35.74%	16.03%
Current Ratio (times)	1.46	1.78

Return on Net worth

This is defined as Net profit after tax Post Minority Interest by Average Net worth, based on the Restated summary statements.

Current Ratio

This is defined as total current assets by total current liabilities, based on the Restated Summary Statements.

FINANCIAL YEAR 2022-23 COMPARED WITH 2021-22

The Total revenue increased from 4,149.75 lakhs in FY22 to 5,134.14 lakhs in FY23, reflecting an overall growth of

23.70%, which aligns closely with the rise in core operations.

Revenue from Operations

The Company recorded a notable increase of 23.5% in revenue from operations, rising from 4,141.29 lakhs in FY22 to 5,114.28 lakhs in FY23. This growth was primarily attributable to higher demand for services, addition of new client contracts, and improved operational execution across facilities. The increase indicates a positive trajectory in business volume and market reach.

Other Income

Other income grew substantially by 134.80%, from 8.46 lakhs in FY22 to 19.86 lakhs in FY23. This spike may be attributable to interest income, income from sale of assets, or other non-core business earnings. Though relatively small in percentage terms, it reflects better monetization of surplus funds or incidental revenue opportunities.

Cost of Services

Cost of services declined by 7.00%, from 782.38 lakhs in FY22 to 727.47 lakhs in FY23. As a percentage of total revenue, it decreased significantly from 18.85% in FY22 to 14.17% in FY23. This indicates improved efficiency in service delivery, possible cost optimizations, and better contract management. The lower proportion of direct service costs to revenue is a positive margin indicator.

Employee Benefit Expenses

Employee benefit expenses rose sharply by 20.70%, from 2,067.68 lakhs in FY22 to 2,496.24 lakhs in FY23. As a percentage of total revenue, the cost remained nearly constant (49.83% in FY22 vs 48.62% in FY23). The absolute increase may be attributed to expansion in workforce, increments, or provision for employee benefits such as gratuity, leave encashment, or welfare activities. The stable percentage suggests the company has scaled human resources in proportion to revenue.

Finance Costs

Finance costs increased by 53.90%, from 133.58 lakhs in FY22 to 205.62 lakhs in FY23. This suggests either an increase in borrowings or higher interest rates during the year. While the cost remains manageable at 4.01% of total revenue, the steep rise may impact profitability in the long run if not offset by commensurate operational gains.

Depreciation and Amortization Expense

Depreciation expense rose from 12.27 lakhs in FY22 to 19.59 lakhs in FY23, an increase of 59.6%, possibly due to the capitalization of new assets or systems implemented during the year. The increase is consistent with investments in infrastructure, technology, or other long-term assets.

Other Expenses

Other expenses surged by 60.10%, from 825.90 lakhs in FY22 to 1,322.51 lakhs in FY23. As a proportion of revenue, it increased from 19.90% to 25.76%, indicating rising indirect or administrative costs. This could include costs like travel, utilities, outsourced services, or office expenses. The company may need to rationalize these expenses to protect margins.

Total Expenditure

Total expenditure increased from 3,821.81 lakhs in FY22 to 4,771.44 lakhs in FY23 a 24.8% rise, broadly in line with revenue growth. However, the expenditure rose slightly faster than revenue, causing a slight contraction in profit margins.

Profit Before Tax (PBT)

PBT increased modestly by 10.60%, from 327.94 lakhs in FY22 to 362.70 lakhs in FY23. However, as a percentage of revenue, it declined from 7.90% in FY22 to 7.06% in FY23, indicating margin pressure due to rising finance and other indirect costs.

Tax Expenses

Current Tax increased by 42.60% (from 177.93 lakhs to 253.72 lakhs), aligning with higher taxable income. Deferred Tax credit reduced substantially (from 53.12 lakhs to 12.46 lakhs), resulting in a higher net tax outgo.

12. Net Profit After Tax (PAT)

Despite a higher topline and PBT, PAT declined significantly by 40.20%, from 203.14 lakhs in FY22 to 121.44 lakhs in

FY23. This was primarily due to:

Increased tax outflows,

Reduction in deferred tax credit, and Higher finance and other overhead costs.

PAT margin dropped from 4.90% in FY22 to 2.37% in FY23, signalling the need for cost controls and financing efficiency.

Other Key Ratios:

	For the Financial Years ended March 31,
Particulars	2023	2022
Return on Net worth %	16.03%	32.23%
Current Ratio	1.78	1.37

Return on Net worth

This is defined as Net profit after tax Post Minority Interest by Average Net worth, based on the Restated summary statements.

Current Ratio

This is defined as total current assets by total current liabilities, based on the Restated Summary Statements.

CASH FLOW

The table below summaries our cash flows from our Restated Financial Information for ten-months period ended January 31, 2025 financial years March 31, 2024, March 31, 2023, and March 31, 2022:

(Rs. in Lakhs)

Particulars	For the ten- months period ended January 31,	Years ended March 31,
	2025	2024	2023	2022
Net cash (used in)/ Generated from operating activities	476.28	581.26	181.81	483.34
Net cash (used in)/ Generated from investing activities	(682.80)	(808.19)	(95.53)	(20.26)
Net cash (used in)/ Generated from finance activities	244.06	163.50	357.07	(425.02)

Cash flow from operating activities:

Ten months ended January 31, 2025

The Net cash (used in)/ Generated from operating activities is 476.28 lakhs which consisted of profit before tax of 697.52 lakhs as adjusted primarily for:

I. Depreciation and Amortization of non- current Assets of 80.76 lakhs. II. Profit on sale of Property, Plant & Equipment of ( 0.31) lakhs III. Interest and Finance Charges of 211.98 lakhs for the period IV. Interest Income of ( 11.54) lakhs V. Gratuity & Leave Encashment of 32.02 lakhs

VI. Working capital changes primarily due to increase in Trade Receivables of ( 495.87) lakhs, decrease in Other Current Assets of 85.80 lakhs, increase in Trade Payables 86.72 lakhs and increase in Other Current Liabilities of 82.85 lakhs.

For the year ended 31^st March 2024

The Net cash (used in)/ Generated from operating activities is 581.26 lakhs which consisted of profit before tax of 580.56 lakhs as adjusted primarily for:

I. Depreciation & Amortization of non-current Assets of 82.82 lakhs II. Interest and Finance Charges of 219.21 lakhs for the period III. Interest Income ( 9.85) lakhs

IV. Gratuity & Leave Encashment of 44.44 lakhs

V. Working capital changes primarily due to decrease in Trade Receivables of 5.92 lakhs, increase in Other Current Assets of

( 195.44) lakhs, increase in Trade Payables of 56.46 lakhs and increase in Other Current Liabilities of 161.15 lakhs.

For the year ended 31^st March 2023

The Net cash (used in)/ Generated from operating activities is 181.81 lakhs which consisted of profit before tax of

362.70lakhs as adjusted primarily for:

I. Depreciation & Amortization of non-current Assets of 19.59 lakhs. II. Interest and Finance Charges of 205.62 lakhs for the period III. Interest Income ( 13.49) lakhs IV. Gratuity & Leave Encashment of 45.02 lakhs

V. Working capital changes primarily due to increase in Trade Receivables of ( 250.61) lakhs, increase in Other Current Assets of ( 1.14) lakhs, increase in Trade Payables of 33.85 lakhs and decrease in Other Current Liabilities of ( 43.72) lakhs.

For the year ended 31^st March 2022

The Net cash (used in)/ Generated from operating activities is 483.34 lakhs which consisted of profit before tax of 327.94 lakhs as adjusted primarily for:

I. Depreciation & Amortization of non-current Assets of 12.27 lakhs. II. Interest and Finance Charges of 133.58 lakhs for the period

III. Interest Income ( 5.92) lakhs

IV. Gratuity & Leave Encashment of 208.08 lakhs

V. Working capital changes primarily due to increase in Trade Receivables of ( 306.34) lakhs, decrease in Other Current Assets of 245.93 lakhs, increase in Trade Payables of 85.48 lakhs and increase in Other Current Liabilities of 231.44 lakhs.

Cash flow from Investing Activities:

Ten months ended January 31, 2025

The Company reported a net cash outflow from investing activities of ( 682.80) lakhs. This significant outflow was primarily on account of purchase of Property Plant and Equipment, Intangible Assets and Intangible Assets Under Development of

( 91.08) lakhs, ( 60.81) lakhs and ( 417.57) lakhs respectively, increase in Other Non-Current Assets ( 6.95) lakhs, additional of Long-Term Advances amounting to ( 117.93) lakhs and these were marginally offset by receipt of interest received of

11.54 lakhs.

For the year ended March 31, 2024

The Company recorded a net cash outflow from investing activities of ( 808.19) lakhs. This was primarily due to the purchase of Property, Plant, and Equipment and Intangible Assets Under Development of ( 254.73) lakhs and ( 416.48) lakhs respectively, increase in Other Non-Current Assets of ( 4.99) lakhs, additional of Long-Term Advances of ( 109.56) lakhs, increase in Non-Current Investment of ( 30.06) lakhs and adjustment of Depreciation of ( 2.21) lakhs. These were marginally offset by interest income of 9.85 lakhs.

For the year ended March 31, 2023

The Company witnessed a net cash outflow of ( 95.53) lakhs from investing activities. This was mainly on account of purchase of Property, Plant, and Equipment of ( 44.67) lakhs, Increase in Other Non-Current Assets i.e., increase in Security

Deposits of ( 47.35) lakhs and additional long-term advances of ( 17.00) lakhs, offset to some extent by interest income of

13.49 lakhs.

For the year ended March 31, 2022

The Company reported net cash outflow in investing activities of ( 20.26) lakhs, primarily due to purchase of Property, Plant, and Equipment of ( 13.86) lakhs and Increase in Other Non-Current Assets i.e., increase in Security Deposits of ( 12.33) lakhs, offset to some extent by interest income of 5.92 lakhs.

Cash flow from Financing Activities:

Ten months ended January 31, 2025

The net cash generated from financing activities was 244.06 lakhs, primarily driven by issue of equity share capital of

860.14 lakhs and availment of short-term borrowings amounting to 46.44 lakhs. This was partially offset by repayment of long-term borrowings of ( 368.94) lakhs, Share Issue and IPO related expenses of ( 81.60) lakhs and interest paid of ( 211.98) lakhs.

For the year ended March 31, 2024

The Company recorded net cash inflow from financing activities of 163.50 lakhs. The inflow was mainly on account of short-term borrowings of 297.68 lakhs and long-term borrowings of 85.03 lakhs. However, these were partially offset by interest payments of ( 219.21) lakhs during the year.

For the year ended March 31, 2023

The net cash generated from financing activities stood at 357.07 lakhs. This was primarily attributable to a net availment of long-term borrowings of 551.80 lakhs and short-term borrowings of 10.90 lakhs. Interest payments during the year amounted to ( 205.62) lakhs.

For the year ended March 31, 2022

the Company reported a net cash outflow of ( 425.02) lakhs from financing activities. This was due to a net repayment of long-term borrowings amounting to ( 645.12) lakhs, along with interest payments of ( 133.58) lakhs. However, these were partially offset by short term borrowings of 353.68 lakhs during the year.

OTHER FACTORS

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. Except as disclosed in this Draft Prospectus, there are no unusual or infrequent events or transactions in our Company.

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

There are no 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 28 of the Draft 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

Other than as described in the sections "Risk Factors", "Our Business" and "Managements Discussion and Analysis of Financial

Condition and Results of Operations" on pages 28, 139 and 256 respectively, to our knowledge, no future relationship between expenditure and income is expected to have a material adverse impact on our operations and finances.

5. Total turnover of each major industry segment in which our Company operates

We currently operate in the PR services and Digital ads content services. For details on revenue break-up from each segment, kindly refer the chapter titled "Our Business" beginning on Page 139. Relevant industry data, as available, has been included in the section titled "Industry Overview" beginning on page 123 of this Draft Prospectus.

6. Status of any publicly announced New Products or Business Segment

Except as disclosed in the Section "Our Business", our Company has not announced any new product or services.

7. Seasonality of business

Our Companys business is not seasonal in nature.

8. Dependence on single or few customers or suppliers

The revenue of our company is dependent on a few limited numbers of customers.