BLT Logistics Ltd Management Discussions

OF FINANCIAL POSITION AND RESULTS OF

OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our restated financial statements included in the Red Herring Prospectus. You should also read the section entitled “Risk Factors” beginning on page no. 28, which discusses several factors, risks and contingencies that could affect our financial condition and results of operations. The following discussion relates to our Company and is based on our Restated Standalone Financial Information, which have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI Regulations. Portions of the following discussion are also based on internally prepared statistical information and on other sources. Our financial year ends on March 31 of each year, so all references to a particular financial year (“Financial Year”, “Fiscal Year” or “FY”) are to the twelve-month period ended March 31 of that year.

The financial statements have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI (ICDR) Regulations and restated as described in the report of our auditors dated July 21, 2025 which is included in this Red Herring Prospectus under the section titled “Restated Financial Information” beginning on page no. 177 of this Red Herring Prospectus. The restated financial statements have been prepared on a basis that differs in certain material respects from generally accepted accounting principles in other jurisdictions, including US GAAP and IFRS. We do not provide a reconciliation of our restated financial statements to US GAAP or IFRS and we have not otherwise quantified or identified the impact of the differences between Indian GAAP and U.S. GAAP or IFRS as applied to our restated financial statements.

Our Company was required to prepare Consolidated Financial Statements for the FY 2024-25 and FY 2023-24 only. Consolidation of financial statement for FY 2022-23 was not applicable to the Company. Therefore, Our Company has prepared Restated Consolidated Financial Information for FY 2024-25 and FY 2023-24. However, in order to have better understanding and comparability, information provided in this chapter is based on Restated Standalone Financial Information for the year FY 2024-25, FY 2023-24 and FY 2022-23.

BUSINESS OVERVIEW

Our Company is engaged in providing surface transportation of goods in containerized trucks and warehousing services to various industries and businesses. Our logistics operations are supported by our own fleets of containerized trucks and hired from our 99.99% subsidiary, Sabarmati Express India Private Limited (“Sabarmati”) and third-party operators i.e. small fleet owners and agents who provide us with necessary transportation facilities such as containerized trucks. As on March 31, 2025, we have owned operational fleet of 106 vehicles having capacity ranging from 3.5MT to 18MT in the name of our company and 15 vehicles as part of the fleet of our 99.99% subsidiary, Sabarmati, having capacity of 9MT. We mainly serve B2B customers which require transporting bulk quantities of their goods from one place to another within India. We have gradually developed the business and increased the ambit of our Transportation & Allied Services which includes other services like packing and moving and transportation of project cargo. We have started end-to-end warehousing solutions to add to our repertoire of offerings.

OUR BUSINESS MODEL

Currently positioned as a Second-Party Logistics (2PL) provider, our company is strategically evolving into a Third- Party Logistics (3PL) provider. This expansion encompasses the integration of warehousing services into our transportation service, broadening our capabilities to address a wider range of client needs. While our current service offerings focus on specific segments of the supply chain, our transition to a 3PL model will enable us to deliver comprehensive, integrated logistics solutions and streamlining operations for our clients.

Our logistics operations are supported by our own fleets of containerized trucks and hired from our 99.99% subsidiary, Sabarmati, and third-party operators i.e. small fleet owners and agents who provide us with necessary transportation facilities such as containerized trucks, comprising fleet owners and agents, resulting into a diverse range of container trucks tailored to the size and capacity requirements of each consignment. This flexible approach, facilitated by our relation with a variety of third-party logistic operators, ensures that we can source the ideal container truck that satisfies the requirements of our clients and efficient transportation solutions for a diverse mix of consignments.

Our key services include:

1. Transportation & Allied Services

2. Warehousing Services

FINANCIAL KPIs OF OUR COMPANY

The financial performance of the company for last three years as per Restated Standalone Financial Information is as follows:

Particulars	For the Financial Year ended on March 31
	2025	2024	2023
Revenue from Operations (Rs in Lakhs)	4,792.48	3,971.44	3,103.14
Growth in Revenue from Operations (%)	20.67	27.98	48.18
Gross Profit (Rs in Lakhs)	1,073.10	917.50	633.86
Gross Profit Margin (%)	22.39	23.10	20.43
EBITDA (Rs in Lakhs)	759.56	657.46	398.60
EBITDA Margin (%)	15.85	16.55	12.84
Profit After Tax (Rs in Lakhs)	300.35	265.04	135.49
PAT Margin (%)	6.27	6.67	4.37
RoE (%)	49.07	85.66	152.00
RoCE (%)	27.66	35.29	22.23
Operating Cash Flows (Rs in Lakhs)	226.72	341.08	352.52

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO LAST AUDITED BALANCE SHEET:

After the date of last audited financial statements i.e. March 31, 2025, the Directors of our Company confirm that, there have not been any significant material developments.

FACTORS AFFECTING OUR FUTURE RESULTS OF OPERATIONS:

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

Trade Volumes and Economic Conditions

The key driver in the growth of revenue from our logistics business has been the number of orders executed by us. For the financial years ended March 31, 2025, 2024 and 2023, the number of orders executed by our company was 12,328 orders, 7,657 orders and 6,331 orders respectively. The number of orders executed by us, and our results of operations, depend on trade volumes, which are closely linked with economic conditions prevalent globally and in India.

Factors that may affect trade volumes include macroeconomic developments, Government policies relating to trade and commerce, trade barriers, inflation and interest rates, fuel prices, labor issues, among others. For instance:

• Slowdown in economic growth due to factors such as financial crisis or internal political developments;

• Imposition of new trade barriers such as rail, road and other tariffs, economic or military sanctions, export subsidies and import restrictions or duties in India or globally; will impact the volume of trade and, consequently, freight volumes handled by our Company. Conversely, economic conditions may have a positive effect on trade and benefit the industries of our customers, which is likely to have a favorable effect on our results of operations. Going forward, we expect that the demand for our services, and consequently our results of operations, will continue to be closely linked with domestic and global economic conditions and other factors beyond our control.

Operating costs

We have a track record of revenue growth and profitability. As we continue to expand the size and scope of our businesses, optimizing our operating costs and maintaining operating efficiencies will be critical to maintain our competitiveness and profitability, particularly in view of the pricing pressures we face and the highly fragmented and competitive environment that we operate in. Cost of operating expenses accounted for 77.61%, 76.90% and 79.57% of our revenue from operations aggregating to Rs 3,719.38 lakhs, Rs 3,053.95 lakhs and Rs 2,469.28 lakhs, respectively, for the financial year ended 2025, 2024 and 2023. Any significant increases in our operating expenses that we are unable to pass on to our customers through periodic revisions in our prices or otherwise absorb through changes in our operations could affect our profitability.

Investments and further advancement towards asset-based business model and technology

We have focused on asset-based business model which enables us to offer cost-efficient and customized logistics solutions to our customers. As on March 31, 2025, we collectively own and operate vehicle fleet of 121 commercial trucks (including of trucks owned by our subsidiary) and other equipments required for our transportation vertical. Further, our information technology systems enable us to improve our service quality and consistency and increase our operating efficiency. Our trucks are GPS enabled and our information technology network provides real time monitoring of our operations. Our Company is using Fleet Management Solution for GPS tracker in their vehicles. Key areas for technology adoption by us include centralised platform and Real-time tracking. Our business could be affected if we fail to implement and maintain our technology systems or fail to upgrade or replace our technology systems to meet the demands of our customers and protect against system failures. Some of our existing technologies and processes in the business may become obsolete or perform less efficiently compared to newer and better technologies and processes in the future. The logistics industry could also experience unexpected disruptions from technology-based start-ups.

Increasing Competition

The logistics industry in India is highly fragmented and very competitive. We compete against various operators in different business segments in different geographic locations in addition to the regional and unorganized service providers. Our competitors may have significantly greater financial and marketing resources and operate larger global networks. We may be further constrained by our competitors ability to expand their market share of custom ers and distribution networks by forming alliances with other logistics service providers or consolidating with other truck operators or transportation companies. Our ability to compete effectively may also be constrained if we lose any member of our key management team or an employee who has established relationships with our trade counterparts. We will be required to compete effectively with our existing and potential competitors, to maintain and grow our market share and in turn, our results of operation.

Other Factors

• Natural Calamities e.g., Tsunami, Earthquake and Storm;

• Global GDP growth and trade growth;

• Changes in laws or regulations;

• Political Stability of the Country;

• Our dependence on limited number of customers/suppliers/brands for a significant portion of our revenues;

• Any failure to comply with the financial and restrictive covenants under our financing arrangements;

• Failure to obtain any applicable approvals, licenses, registrations and permits in a timely manner;

• The performance of the financial markets in India and globally.

OUR SIGNIFICANT ACCOUNTING POLICIES:

For Significant accounting policies please refer “Annexure - IV(A) - Restated Standalone Statement of Significant Accounting Policies and “Annexure - IV(A) - Restated Consolidated Statement of Significant Accounting Policies” beginning under chapter titled “Restated Financial Information” beginning on page no. 177 of this Red Herring Prospectus.

PRINCIPAL COMPONENTS OF STATEMENT OF PROFIT AND LOSS

Set forth below are the principal components of statement of profit and loss from our continuing operations:

Total Income

Our total income comprises of (i) revenue from operations and (ii) other income.

Revenue from Operations

Our Company is engaged in providing surface transportation of goods in containerized trucks and warehousing services to various industries and businesses. Our logistics operations are supported by our own fleets of containerized trucks and hired from our 99.99% subsidiary, Sabarmati Express India Private Limited (“Sabarmati”) and third-party operators i.e. small fleet owners and agents who provide us with necessary transportation facilities such as containerized trucks. Revenue from operations comprises of revenue generated from i) Transportation & Allied Services and ii) Warehousing Services.

Other Income

Other income includes (i) Discount Received (ii) Loyalty received from Fuel Card (iii) Miscellaneous Income (iv) Interest on IT Refund (v) Profit/(Loss) on sale of Fixed Assets (vi) Liabilities Written Off (vii) Creditor written back (viii) Sale of Scrap (ix) Receipt from Local Lorry and (x) Interest on Fixed Deposit.

Total Expense

Our expenses comprise of (i) Cost of Operating Expenses (ii) Employee Benefit Expense (iii) Finance Costs (iv) depreciation and amortisation expense; and (v) other expenses.

Cost of Operating Expenses

Cost of Operating Expenses includes (i) Labour Charges, (ii) Lorry Hire Charges, (iii) Diesel, Petrol & CNG expense, (iv) Consumable expense, (v) Tyres & Tubes, (vi) Vehicles passing & Permission expense, (vii) Toll expense, (viii) Vehicles Running & Maintenance, (ix) Warehouse Rent and (x) Insurance.

Employee benefits expense

Employee benefits expenses primarily include (i) Salaries, PF and ESIC (ii) Staff Welfare Expenses (iii) Bonus (iv) Incentive (v) Director Remuneration and (vi) Gratuity Expenses.

Finance cost

Finance costs include interest expense incurred in relation to short term and long term borrowings of our Company and Loan processing charges.

Depreciation and Amortisation expenses

Depreciation mainly includes depreciation on our Plant & Machinery (For running and for other), Furniture & Fixtures, Office Equipment, Computer, Land and Motor Vehicle.

Other Expenses

Other expense mainly includes (i) Legal & professional services, (ii)Travelling & Conveyance expenses, (iii) Rent expense, (iv) Office expenses, (v) Capital Enhancement Fee, (vi) Business Promotion Expense, (vii) Commission expense, (viii) Power, fuel & electricity expense, (ix) Fine and Penalty, (x) Printing & stationery expense, (xi) Miscellaneous expense, (xii) Repairs & maintenance, (xiii) Postage & courier (xiv) Bad Debts and (xv) Provision for Doubtful Debts.

RESULTS OF OUR OPERATION

The following table sets forth detailed total income data from our Restated Standalone Statement of Profit and Loss for the Financial Years ended March 31, 2025, 2024 and 2023, the components of which are also expressed as a percentage of Total Income for such period.

in Lakhs)

Particulars	For the financial year ended March 31
	2025		2024		2023
	Amount (Rs in Lakhs)	% of Total Income	Amount (Rs in Lakhs)	% of Total Income	Amount (Rs in Lakhs)	% of Total Income
Income:
Revenue from Operations	4,792.48	99.45	3,971.44	99.19	3,103.14	97.83
Other income	26.32	0.55	32.37	0.81	68.81	2.17
Total Income	4,818.80	100.00	4,003.81	100.00	3,171.96	100.00
Expenditure:
Cost of Operating Expenses	3,719.38	77.18	3,053.95	76.28	2,469.28	77.85
Employee Benefit Expense	181.07	3.76	145.08	3.62	56.06	1.77
Finance Costs	78.98	1.64	76.53	1.91	66.92	2.11
Depreciation and Amortisation Expense	296.64	6.16	255.15	6.37	201.12	6.34
Other Expenses	132.47	2.75	114.96	2.87	179.21	5.65
Total Expenses	4,408.54	91.49	3,645.67	91.05	2,972.59	93.71
Profit Before Tax	410.26	8.51	358.14	8.95	199.36	6.29
Tax Expense:
Current Tax	114.07	2.37	101.14	2.53	58.27	1.84
Earlier years	5.06	0.11
Deferred Tax	(9.22)	(0.19)	(8.04)	(0.20)	5.60	0.18
Profit After Tax	300.35	6.23	265.04	6.62	135.49	4.27

COMPARISON OF FY 2024-25 WITH FY 2023-24:

TOTAL INCOME:

Our total income increased by 20.36% or Rs814.98 lakhs from Rs4,003.81 lakhs in FY 2023-24 to Rs4,818.80 lakhs in FY 2024-25, primarily due to an increase in our revenue from operations as discussed below:

Revenue from operations

Revenue from operations in FY 2023-24 and FY 2024-25 comprised of revenue from Sale of Services i.e. i) Transportation & Allied services and ii) Warehousing services. The total revenue from operations increased by 20.67% or Rs821.04 lakhs from Rs3,971.44 lakhs in FY 2023-24 to Rs4,792.48 lakhs in FY 2024-25. This increase in revenue from operations can be primarily attributed to increase in Number of Orders completed by the Company i.e. 12,328 orders were completed in FY 2024-25 as compared to 7,657 orders in FY 2023-24 exhibiting an increase of 61.00% year on year. Further, the company had also generated revenue from providing Warehousing services in FY 2024-25 amounting to Rs11.50 lakhs.

Services-Wise Revenue Bifurcation:

Particulars	For the financial year ended March 31
	2025		2024
	Amount (Rs In Lakhs)	% of total revenue	Amount (Rs In Lakhs)	% of total revenue
Transportation & Allied Services	4,780.98	99.76	3,964.54	99.83
Warehousing Services	11.50	0.24	6.90	0.17
Total	4,792.48	100.00	3,971.44	100.00

State-wise Revenue from operations:

Particulars	For the Financial Year ended on March 31
	2025		2024
	Amount (Rs In Lakhs)	% of total revenue	Amount (Rs In Lakhs)	% of total revenue
Maharashtra	2,004.84	41.83	1,887.69	47.53
Haryana	834.42	17.41	621.70	15.65
Karnataka	826.88	17.25	576.56	14.52
Tamil Nadu	266.49	5.56	59.30	1.49
Delhi	232.60	4.85	444.07	11.18
Uttar Pradesh	134.20	2.80	105.94	2.67
Rajasthan	113.53	2.37	30.94	0.78
Others*	379.53	7.92	245.25	6.18
Total	4,792.48	100.00	3,971.44	100.00

*Other states includes Dadra & Nagar Haveli, Gujarat, Punjab, Telangana, Himachal Pradesh, Uttarakhand, West Bengal, Chandigarh, Andhra Pradesh, Goa, Bihar, Assam, Kerala, Odisha and Madhya Pradesh.

Other Income:

Other income primarily includes Discount Received, Loyalty received from Fuel Card, Profit/(Loss) on sale of Property, Plant and Equipment and Interest on Fixed Deposit. Other income of the company decreased by 18.70% or Rs6.05 lakhs from Rs32.37 Lakhs in FY 2023-24 to Rs26.32 lakhs for FY 2024-25. The primary reason for such decrease in Other income was non-recurring income such as Creditor written back, Sale of Scrap and Receipt From Local Lorry aggregating to Rs 3.40 lakhs recognised during FY 2023-24 and decrease in Discount Received and Miscellaneous Income during FY 2024-25.

TOTAL EXPENDITURE:

Our total expenses increased by 20.93% being Rs762.86 lakhs from Rs3,645.67 lakhs in FY 2023-24 to Rs4,408.54 lakhs in FY 2024-25. The reasons for change are discussed below:

Cost of Operating Expenses

Cost of Operating Expenses primarily includes Labour Charges, Lorry Hire Charges, Diesel, Petrol & CNG expense, Consumable expense, Tyres & Tubes, Vehicles passing & Permission expense, Toll expense, Vehicles Running & Maintenance, Warehouse Rent and Insurance expense. Cost of Operating Expenses of the company increased by 21.79% being Rs665.43 lakhs from Rs3,053.95 lakhs in FY 2023-24 to Rs3,719.38 lakhs in FY 2024-25. Cost of Operating Expenses as a % of total income increased from 76.28% in FY 2023-24 to 77.18% in FY 2024-25. Such increase in Cost of Operating Expenses as a % of total income is primarily attributable to proportionate increase in Labour Charges, Lorry Hire Charges and Vehicles Running & Maintenance which collectively increased from 30.88% in FY 2023-24 to 33.22% in FY 2024-25, such increase in Cost of Operating Expenses was offset by decrease in Diesel, Petrol & CNG expense in FY 2024-25 as compared to FY 2023-24, as the company hired vehicles from third party operators for which no fuel expenses are to be incurred by our Company.

Employee Benefit Expenses

Employee Benefit Expenses includes Salaries, PF and ESIC, Staff Welfare Expenses, Bonus, Director Remuneration and Gratuity Expenses. Employee Benefit Expenses of the company increased by 24.81% being Rs35.99 lakhs from Rs145.08 Lakhs for FY 2023-24 to Rs 181.07 lakhs in FY 2024-25. Increase in Employee Benefit Expenses is primarily attributable to increase in Salaries, PF and ESIC which increased from Rs60.91 lakhs in FY 2023-24 to Rs100.79 lakhs in FY 2024-25 on account increase in workforce strength of company during FY 2024-25 and Director Remuneration from Rs 52.68 lakhs in FY 2023-24 to Rs 74.83 lakhs in FY 2024-25.

Finance Costs

Finance costs includes Interest expenses and Loan Processing Charges on such borrowings. Finance Costs of the company marginally increased by 3.19% being Rs2.44 lakhs from Rs76.53 lakhs in FY 2023-24 to Rs78.98 lakhs in FY 2024-25. Such increase in Finance costs is attributable to increase in Interest expenses from Rs76.44 lakhs in FY 2023-24 to Rs77.61 lakhs in FY 2024-25 on account of increase in Long term and Short term borrowings and increase in Loan Processing Charges on account of new borrowings availed by our Company.

Depreciation and Amortisation Expense

Depreciation and Amortisation expenses includes Depreciation and Amortisation on Plant & Machinery (For running), Plant & Machinery (For others), Furniture & Fixtures, Computers, Office Equipment and Motor Vehicle. Depreciation and Amortisation expenses of the company increased by 16.26% being Rs41.49 lakhs from Rs255.15 lakhs in FY 2023-24 to Rs296.64 lakhs in FY 2024-25. The increase in Depreciation and Amortisation Expense can be primarily attributed to increase in depreciation on Plant & Machinery (For running) which increased from Rs251.08 lakhs in FY 2023-24 to Rs291.82 lakhs in FY 2024-25 on account of increase in the fleet of vehicles owned by the Company from 90 vehicles in FY 2023-24 to 106 vehicles in FY 2024-25.

Other Expenses

Other expenses primarily include Legal & professional services expense, Travelling & Conveyance expenses, Rent expense, Office expenses, RoC fees, Business Promotion expense, Commission expense, Power, fuel & electricity expense, Fine and Penalty, Printing & stationery expense, Rates & Taxes, Miscellaneous expense, Repairs & maintenance expense, Postage & courier, Payment to auditors, Software Charges and Bank Charges. Other Expenses of the company increased by 15.23% being Rs17.51 lakhs from Rs114.96 lakhs in FY 2023-24 to Rs 132.47 lakhs in FY 202425. Increase in Other expenses can be primarily attributed to increase in Bank Charges, Payment to auditors, Discount allowed, Printing & stationery, Duties & Taxes during FY 2024-25.

Profit before Tax (PBT)

Profit before Tax (PBT) increased by 14.55% being Rs52.12 lakhs from Rs358.14 lakhs in FY 2023-24 to Rs410.26 lakhs during FY 2024-25. PBT as a % of total income decreased from 8.95% in FY 2023-24 to 8.51% in FY 2024-25. As described above, the decrease in PBT as a % of total income, is largely attributed to increase in Cost of Operating Expenses.

Tax Expenses

The total tax expense has increased by 18.05% being Rs16.81 lakhs to Rs 109.91 lakhs in FY 2024-25 from Rs93.10 lakhs in FY 2023-24. This is primarily because the Profit before Tax (PBT) has increased from Rs358.14 lakhs in FY 2023 -24 to Rs

410.26 lakhs in FY 2024-25 resulting in higher current tax during FY 2024-25 amounting to Rs 114.07 lakhs as compared to of Rs101.14 lakhs during FY 2023-24. A higher profit before tax resulted in a higher current tax liability.

Profit after Tax (PAT)

For the FY 2024-25, Profit after Tax (PAT) surged by 13.32% being Rs35.31 lakhs, reaching Rs300.35 lakhs compared to Rs265.04 lakhs in FY 2023-24. PAT as a % of total income decreased from 6.62% in FY 2023-24 to 6.23% in FY 202425. As described above, the decrease in PAT, is largely attributed to increase in Cost of Operating Expenses.

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

TOTAL INCOME:

Our total income increased by 26.23% or Rs831.86 lakhs from Rs3,171.96 lakhs in FY 2022-23 to Rs4,003.81 lakhs in FY 2023-24, primarily due to an increase in our revenue from operations as discussed below:

Revenue from operations

Revenue from operations in FY 2022-23 and FY 2023-24 comprised of revenue from Sale of Services i.e. i) Transportation & Allied services and ii) Warehousing services. The total revenue from operations increased by 27.98% or Rs868.30 lakhs from Rs3,103.14 lakhs in FY 2022-23 to Rs3,971.44 lakhs in FY 2023-24. This increase in revenue from operations can be primarily attributed to increase in Number of Orders completed by the Company i.e. 7,657 orders were completed in FY 2023-24 as compared to 6,331 orders in FY 2022-23 exhibiting an increase of 20.94% year on year. Further, the company had also generated revenue from providing Warehousing services in FY 2023 -24 amounting to Rs6.90 lakhs.

Services-Wise Revenue Bifurcation:

Particulars	For the financial year ended March 31
	2024		2023
	Amount (Rs In Lakhs)	% of total revenue	Amount (Rs In Lakhs)	% of total revenue
Transportation & Allied Services	3,964.54	99.83	3,103.14	100.00
Warehousing Services	6.90	0.17	-	-
Total	3,971.44	100.00	3,103.14	100.00

State-wise Revenue from operations:

Particulars	For the Financial Year ended on March 31
	2024		2023
	Amount (Rs In Lakhs)	% of total revenue	Amount (Rs In Lakhs)	% of total revenue
Maharashtra	1,887.69	47.53	1,599.72	51.55
Haryana	621.7	15.65	385.16	12.41
Karnataka	576.56	14.52	409.94	13.21
Delhi	444.07	11.18	457.59	14.75
Others*	441.42	11.11	250.74	8.08
Total	3,971.44	100.00	3,103.14	100.00

*Other states includes Uttar Pradesh, Dadra & Nagar Haveli, Gujarat, Tamil Nadu, Rajasthan, Punjab, Telangana, Himachal Pradesh, Uttarakhand, West Bengal, Chandigarh, Andhra Pradesh, Goa, Bihar, Assam, Kerala and Jammu & Kashmir.

Other Income:

Other income mainly includes Discount Received, Loyalty received from Fuel Card, Miscellaneous Income, Interest on IT Refund, Profit/(Loss) on sale of Fixed Assets, Liabilities Written Off and Creditor written back. Other income of the company decreased by 52.96% or Rs36.44 lakhs from Rs68.81 Lakhs in FY 2022-23 to Rs32.37 lakhs for FY 2023-24. The primary reason for such decrease in Other income was non-recurring income Profit/(Loss) on sale of Fixed Assets of Rs47.66 lakhs and Liabilities Written Off of Rs3.64 lakhs recognised during FY 2022-23 which was partially offset by increase in Discount Received during FY 2023-24 and non-recurring income recognised during FY 2023-24 i.e. Creditor written back, Sale of Scrap, Receipt From Local Lorry and Interest on Fixed Deposit.

TOTAL EXPENDITURE:

Our total expenses increased by 22.64% being Rs673.08 lakhs from Rs2,972.59 lakhs in FY 2022-23 to Rs 3,645.67 lakhs in FY 2023-24. The reasons for change are discussed below:

Cost of Operating Expenses

Cost of Operating Expenses of the company increased by 23.68% being Rs584.67 lakhs from Rs2,469.28 lakhs in FY 202223 to Rs3,053.95 lakhs for FY 2023-24. Cost of Operating Expenses as a % of total income decreased from 77.85% in FY 2022- 23 to 76.28% in FY 2023-24. Such decrease in Cost of Operating Expenses as a % of total income is primarily attributable to proportionate decrease in Diesel, Petrol & CNG expense in FY 2023 -24 as compared to FY 2022-23 which is partially offset by increase in Lorry Hire Charges, as the company hired vehicles from third party operators for which no fuel expenses are to be incurred by our Company, and increase in Labour Charges in FY 2023-24. Cost of Operating Expenses primarily includes Labour Charges, Lorry Hire Charges, Diesel, Petrol & CNG expense, Consumable expense, Tyres & Tubes, Vehicles passing & Permission expense, Toll expense, Vehicles Running & Maintenance, Warehouse Rent and Insurance expense.

Employee Benefit Expenses

Employee Benefit Expenses of the company increased by 158.80% being Rs 89.02 lakhs from Rs 56.06 lakhs in FY 202223 to Rs145.08 lakhs for FY 2023-24. Increase in Employee Benefit Expenses is primarily attributable to Increase in Salaries, PF and ESIC and Staff Welfare Expenses which collectively increased from Rs30.78 lakhs in FY 2022-23 to Rs87.16 lakhs in FY 2023-24 on account increase in workforce strength of company from 13 in FY 2022-23 to 37 in FY 2023- 24. Further, the increase can also be attributed to increase in Director Remuneration from U24.00 lakhs in FY 202223 to Rs52.68 lakhs in FY 2023-24. Employee Benefit Expenses includes Salaries, PF and ESIC, Staff Welfare Expenses, Bonus, Director Remuneration and Gratuity Expenses.

Finance Costs

Finance Costs of the company increased by 14.35% being Rs9.61 lakhs from Rs66.92 lakhs in FY 2022-23 to Rs76.53 lakhs in FY 2023-24. Such increase in Finance costs is primarily attributable to increase in Interest expenses from Rs66.78 lakhs in FY 2022-23 to Rs76.44 lakhs for FY 2023-24 on account of increase in Long term and Short term borrowings of the Company. Finance costs includes Interest expenses and Loan Processing Charges on such borrowings.

Depreciation and Amortisation Expense

Depreciation and Amortisation expenses of the company increased by 26.86% being Rs54.03 lakhs from U201.12 lakhs in FY 2022-23 to U255.15 lakhs in FY 2023-24. The increase in Depreciation and Amortisation Expense can be primarily attributed to increase in depreciation on Plant & Machinery (For running) which increased from Rs198.99 lakhs in FY 2022-23 to U251.08 lakhs in FY 2023-24 on account of increase in the fleet of vehicles owned by the Company from 73 vehicles in FY 2022-23 to 90 vehicles in FY 2023-24. Depreciation and Amortisation expenses includes Depreciation and Amortisation on Plant & Machinery (For running), Plant & Machinery (For others), Furniture & Fixtures, Computers, Office Equipment and Motor Vehicle.

Other Expenses

Other Expenses of the company decreased by 35.85% being Rs64.25 lakhs from Rs179.21 lakhs in FY 2022-23 to Rs114.96 lakhs for FY 2023-24. Decrease in Other Expenses can be attributed to non-recurring expenses recognised during FY 2022- 23 such as Bad debt and Provision for Doubtful Debts which collectively reduced from Rs46.39 lakhs in FY 2022-23 to RsL11 lakhs in FY 2023-24. Further, reduction in Packing expense because the number of orders of Packing and Moving services reduced during the year, Repairs & maintenance reduced as the company hired in-house personnel for routine repairs, Office expenses, Parking expense and Rates & Taxes also contributed for reduction of Other Expenses in FY 2023-24 which was partially offset by increase in Business Promotion expense, Capital Enhancement Fee and Travelling & Conveyance expenses. Other expenses primarily include Legal & professional services expense, Travelling & Conveyance expenses, Rent expense, Office expenses, Capital Enhancement Fee, Business Promotion expense, Commission expense, Power, fuel & electricity expense, Fine and Penalty, Printing & stationery expense, Provision for Doubtful Debts, Rates & Taxes, Miscellaneous expense, Repairs & maintenance expense, Postage & courier, Payment to auditors, Software Renewal Charges and Bank Charges.

Profit before Tax (PBT)

Profit before Tax (PBT) increased by 79.64% being Rs158.78 lakhs for the FY 2023-24 to Rs358.14 lakhs as compared to Rs 199.36 lakhs during the FY 2022-23. PBT as a % of total income increased from 6.29% in FY 2022-23 to 8.95% in FY 2023- 24. As described above, the increase in PBT, is largely attributed to increase in Revenue from operations and relative decrease in Cost of Operating Expenses, Finance Costs, Depreciation and Amortisation Expense and Other Expenses.

Tax Expenses

The total tax expense has increased by 45.77% being Rs 29.24 lakhs to Rs 93.10 lakhs in FY 2023-24 from Rs 63.87 in FY 2022-23. This is primarily because the Profit before Tax (PBT) has increased from Rs 199.36 lakhs in FY 2022-23 to Rs 358.14 lakhs in FY 2023-24 resulting in higher current tax during FY 2023-24 of Rs101.14 lakhs as compared to Rs 58.27 lakhs in FY 2022-23, which was partially offset by reduction in Deferred Tax during FY 2023-24 to t(8.04) lakhs as compared to Rs 5.60 lakhs in FY 2022-23. A higher profit before tax resulted in a higher current tax liability.

Profit after Tax (PAT)

For the FY 2023-24, Profit after Tax (PAT) surged by 95.61% being Rs 129.54 lakhs, reaching Rs 265.04 lakhs compared to Rs 135.49 lakhs in FY 2022-23. PAT as a % of total income increased from 4.27% in FY 2022-23 to 6.62% in FY 202324. As described above, the increase in PAT, is largely attributed to increase in Revenue from operations and relative decrease in Cost of Operating Expenses, Finance Costs, Depreciation and Amortisation Expense and Other Expenses which is partially offset by increase in Tax expenses during FY 2023 -24.

DISCUSSION ON THE STATEMENT OF CASH FLOWS

The following table sets forth certain information relating to our Companys statement of cash flows for t he previous three financial year:

(Rs in Lakhs)

Particulars	For the Financial Year Ended March 31
	2025	2024	2023
Net cash flows generated from/ (used in) operating activities	226.72	341.08	352.52
Net cash flows generated from/ (used in) investing activities	(408.60)	(512.63)	(164.42)
Net cash flows generated from/ (used in) financing activities	178.39	171.73	(202.88)
Net generated from/ (used in) cash and cash equivalents	(3.48)	0.17	(14.79)

Operating activities:

For Financial Year 2024-25, net cash generated from operating activities was Rs 226.72 lakhs. This comprised of the profit before tax of Rs 410.26 lakhs, which was primarily adjusted for depreciation and amortization expenses of Rs 2 96.64 lakhs, interest on Fixed Deposit of tl.42 lakhs, interest expenses of Rs 77.61 lakhs and Profit on Disposal of assets of Rs 7.84 lakhs. The resultant operating profit before working capital changes was Rs 775.26 lakhs, which was primarily adjusted for an increase in trade receivables of Rs 307.04 lakhs, Loans and Advances of Rs 28.93 lakhs and other current & non-current assets of Rs 70.48 lakhs, decrease in trade payables of Rs 29.94 lakhs, Deferred Tax Asset (Net) of Rs 9.22 lakhs, Other Current Liabilities of Rs 7.63 lakhs and decrease in provisions of Rs 14.61 lakhs and income tax paid of Rs 109.91s lakhs

For Financial Year 2023-24, net cash generated from operating activities was Rs341.08 lakhs. This comprised of the profit before tax of Rs 358.14 lakhs, which was primarily adjusted for depreciation and amortization expenses of Rs 255.15 lakhs, interest on Fixed Deposit of t 0.22 lakhs, interest expenses of Rs 76.44 lakhs and (Profit)/Loss on Disposal of assets of t(7.99) lakhs. The resultant operating profit before working capital changes was Rs681.52 lakhs, which was primarily adjusted for an increase in trade receivables, Loans and Advances and other current and non-current assets of Rs 282.11 lakhs, Rs 72.21 lakhs and Rs 37.17 lakhs respectively, increase in trade payables, long & short term provisions and other Liabilities of Rs 79.47 lakhs, Rs 44.37 lakhs and Rs 28.35 lakhs respectively, increase in Deferred Tax Asset (Net) of Rs 8.04 lakhs and income tax paid of Rs 93.10 lakhs.

For Financial Year 2022-23, net cash generated from operating activities was Rs 352.52 lakhs. This comprised of the profit before tax of Rs 199.36 lakhs, which was primarily adjusted for depreciation and amortization expenses of Rs 201.12 lakhs, interest expense of Rs 66.78 lakhs and (Profit)/Loss on Disposal of assets of t(47.66) lakhs. The resultant operating profit before working capital changes was Rs 419.60 lakhs, which was primarily adjusted for an increase trade receivables and other current and non-current assets of Rs 244.00 lakhs and Rs 21.31 lakhs respectively, decrease in Loans and Advances of Rs 13.46 lakhs, increase in trade payables of Rs 216.46 lakhs, increase in long term provisions & short term provisions of Rs 48.80 lakhs, decrease in other current liabilities and Deferred Tax Asset (Net) of Rs 22.22 lakhs and Rs 5.60 lakhs respectively and income tax paid of Rs 63.87 lakhs.

Investing Activities

For Financial Year 2024-25, net cash used in investing activities was Rs408.60 lakhs, which primarily comprised of purchase of Property, Plant and Equipment of Rs297.97 lakhs, proceeds from sale of fixed assets of Rs11.59 lakhs, interest on Fixed Deposit of Rs 1.42 lakhs and increase in Capital Work in Progress of Rs123.63 lakhs.

For Financial Year 2023-24, net cash used in investing activities was Rs512.63 lakhs, which primarily comprised of purchase of Property, Plant and Equipment of Rs296.79 lakhs, proceeds from sale of Property, Plant and Equipment of Rs14.22 lakhs, increase in Intangible Assets under Development of Rs1.50 lakhs, interest on Fixed Deposit of Rs 0.22 lakhs, increase in Capital Work in Progress of Rs162.78 lakhs and investment in shares of Rs66.00 lakhs.

For Financial Year 2022-23, net cash used in investing activities was Rs164.42 lakhs, which primarily comprised of purchase of Property, Plant and Equipment of Rs210.08 lakhs, proceeds from sale of Property, Plant and Equipment of Rs47.66 lakhs and increase in Intangible Assets under Development of Rs2.00 lakhs.

Financing activities

For Financial Year 2024-25, net cash generated from financing activities was Rs178.39 lakhs, which predominantly comprised of Proceeds from Long Term Borrowings of Rs622.34 lakhs, repayment of Long Term Borrowings of Rs442.85 lakhs, Proceeds from Short Term Borrowings of Rs100.00 lakhs and repayment of Short Term Borrowings of Rs23.48 lakhs which was partially offset by interest paid of Rs77.61 lakhs.

For Financial Year 2023-24, net cash generated from financing activities was Rs171.73 lakhs, which predominantly comprised of Proceeds from Share Application Money Pending Allotment of Rs20.00 lakhs, Proceeds from Long Term Borrowings of Rs646.77 lakhs, repayment of Long Term Borrowings of Rs491.22 lakhs, Proceeds from Short Term Borrowings of Rs69.43 lakhs which was partially offset by interest paid of Rs73.24 lakhs.

For Financial Year 2022-23, net cash used in financing activities was Rs202.88 lakhs, which predominantly comprised of Proceeds from Long Term Borrowings of Rs171.81 lakhs, repayment of Long Term Borrowings of Rs333.46 lakhs and interest paid of Rs66.78 lakhs which was partially offset by Proceeds from Share Application Money Pending Allotment of Rs20.00 lakhs and Net Proceeds from Short Term Borrowings of Rs5.55 lakhs.

INDEBTNESS

As of March 31, 2025, we had total outstanding indebtedness of Rs 1,208.54 lakhs, which comprises of long-term borrowings amounting to Rs705.53 lakhs and short-term borrowings of Rs503.01 lakhs. The following table sets out our indebtedness as of March 31, 2025, March 31, 2024 and March 31, 2023:

(Amount Rs in Lakhs)

Particulars	As of March 31,
	2025	2024	2023
Long term borrowing (excluding current maturity)
Secured:
From Banks	1,098.94	926.12	721.29
Current Maturities of Long-Term Debt	(421.23)	(367.65)	(303.48)
Unsecured:
Loan from Directors	27.82	19.70	-
Loan From Others	-	-	2.10
Rupee Loan from IDFC bank	-	1.46	4.17
Sub Total (A)	705.53	579.62	424.08
Short term borrowings
Secured:
Loan from Bank	0.26	0.26	-
Bank Overdraft	81.52	5.00	-
Current Maturities of Long-Term Debt	421.23	367.65	303.48

 

Particulars	As of March 31,
	2025	2024	2023
Sub Total (B)	503.01	372.91	303.48
Total (A+B)	1,208.54	952.53	727.56

CAPITAL EXPENDITURE IN LAST THREE YEARS

Our net capital expenditures include expenditures on tangible assets which primarily include Plant & Machinery (For running), Plant & Machinery (For others), Furniture & Fixtures, Computers, Office Equipment and Motor Vehicle.

The following table sets out our net capital expenditures for the financial year ended March 31, 2025, 2024 and 2023:

(Amount Rs in Lakhs)

Particulars	For the Financial Year ended on March 31
	2025	2024	2023
Property Plant & Equipment
Tangible Assets
Plant & Machinery (For running)	391.08	205.27	106.05
Plant & Machinery (For others)	2.74	3.00	3.44
Furniture & Fixtures	0.42	1.54	0.54
Computers	1.96	1.35	1.45
Office Equipment	0.07	0.56	-
Motor Vehicle	-	0.70	-
Total	396.28	212.43	111.47

RELATED PARTY TRANSACTIONS

For further information please refer “Annexure-XXXI - Restated Standalone Statement of Related Party Transactions ” and “Annexure-XXIX - Restated Consolidated Statement of Related Party Transactions” under the Chapter titled “Restated Financial Information ” under section “Restated Financial Information” beginning from page no. 177 of this Red Herring Prospectus.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Credit Risk

Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or fail to pay amounts due causing financial loss. The potential activities where credit risks may arise include from security deposits with bank, trade receivables, loans and advances and other financial assets. The maximum credit exposure associated with financial assets is equal to the carrying amount.

Our exposure to credit risk is influenced mainly by the individual characteristics of each customer and the geography in which it operates. Credit risk is managed through credit approvals, establishing credit limits, and continuously monitoring the creditworthiness of customers to which our Company grants credit terms in the normal course of business.

Liquidity Risk

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

Market Risk

Market risk is the risk that results in changes in market prices, such as foreign exchange rates, interest rates and other price like equity prices, which will affect our income or the value of our holdings of financial instruments.

Our Companys interest rate exposure is mainly related to debt obligations outstanding.

EFFECT OF INFLATION

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

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

1. Unusual or infrequent events or transactions

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

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

Our business has been subject, and we expect it to continue to be subject to significant economic changes arising from the trends identified above in “Factors Affecting our Results of Operations and the uncertainties described in the section entitled “Risk Factors” beginning on page no. 28. To our knowledge, except as we have described in the Red Herring Prospectus, there are no known factors which we expect to bring about significant economic changes.

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

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

4. Future changes in relationship between costs and revenues, in case of events such as future increase in labour or material costs or prices that will cause a material change are known.

Apart from the risks as disclosed under Section titled “Risk Factors” beginning on page no. 28, there are no known factors that may adversely affect our business prospects, results of operations and financial condition.

5. Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or increased sales prices.

Our Company is engaged in providing surface transportation of goods in containerized trucks and warehousing services to various industries and businesses. Our logistics operations are supported by our own fleets of containerized trucks and hired from our 99.99% subsidiary, Sabarmati Express India Private Limited (“Sabarmati) and third-party operators i.e. small fleet owners and agents who provide us with necessary transportation facilities such as containerized trucks. We mainly serve B2B customers which require transporting bulk quantities of their goods from one place to another within India. We have gradually developed the business and increased the ambit of our Transportation & Allied Services which includes other services like packing and moving and transportation of project cargo. We have started end-to-end warehousing solutions to add to our repertoire of offerings. Increases in revenues are by and large linked to increase in revenue from Sale of Services i.e. i) Transportation & Allied services and ii) Warehousing services and also dependent on the price realization.

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

We operate in only one major segment.

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

Otherwise as stated in the Red Herring Prospectus and in the section “Business Overview beginning on page no. 125, our company has not publicly announced any new business segment till the date of this Red Herring Prospectus.

8. The extent to which business is seasonal.

Our Company is engaged in providing surface transportation of goods in containerized trucks and warehousing services to various industries and businesses. Our logistics operations are supported by our own fleets of containerized trucks and hired from our 99.99% subsidiary, Sabarmati Express India Private Limited (“Sabarmati”) and third-party operators i.e. small fleet owners and agents who provide us with necessary transportation facilities such as containerized trucks. We mainly serve B2B customers which require transporting bulk quantities of their goods from one place to another within India. We have gradually developed the business and increased the ambit of our Transportation & Allied Services which includes other services like packing and moving and transportation of project cargo. We have started end-to-end warehousing solutions to add to our repertoire of offerings. Business of our company to that extent is not seasonal in nature. Hence, our business is not subject to seasonality or cyclicality.

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

The percentage of contribution of our Companys customer vis-a-vis the total revenue from operations respectively for the year ended on March 31, 2025, March 31, 2024 and March 31, 2023 on Restated Standalone Basis is as follows:

	% Contribution to revenue from operations
Particulars	For the financial year ended March 31
	2025	2024	2023
Top Customer	14.71	16.72	18.54
Top 3 Customers	34.55	36.43	32.59
Top 5 Customers	46.28	47.36	44.03
Top 10 Customers	64.46	66.46	61.27

The percentage of contribution of our Companys supplier vis-a-vis the total purchase respectively for the year ended on March 31, 2025, March 31, 2024 and March 31, 2023 on Restated Standalone Basis is as follows:

Particulars	% Contribution to Purchases*
	For the financial year ended March 31
	2025	2024	2023
Top Supplier	26.12	22.65	20.70
Top 3 Suppliers	41.74	44.32	38.94
Top 5 Suppliers	44.42	50.88	45.52
Top 10 Suppliers	48.17	56.91	51.07

ATotal purchases considered for the above calculation include Cost of Operating expenses except Vehicles passing & Permission expense, Toll expense, Warehouse Rent and Insurance which are incurred on Cash Basis.

10. Competitive conditions:

We face competition from existing and potential competitors which is common for any business. We have, over a period, developed certain competitors who have been discussed in the chapter titled “Business Overview beginning on page no. 125 of this Red Herring Prospectus.