Blue Water Logistics Ltd Management Discussions

CONDITION AND RESULTS OF

OPERATIONS

The following discussion and analysis of our financial condition and results of operations for the financial years ended on March 31, 2025, March 31, 2024, March 31, 2023 and for the period ended August 31, 2022, respectively, are based on, and should be read in conjunction with, our Restated Financial Statements, including the schedules, notes and significant accountingpolicies thereto, included in the chapter titled "RestatedFinancial Statements" beginning on page 184 of this Red Herring Prospectas. Our Restated Financial Statements have been derived from our audited financial statements and restated in accordance with the SEBIICDR Regulations and the ICAI Guidance Note. Our financial statements are prepared in accordance with AS.

You should read the following discussion of our financial condition and results of operations together with our restated financial statements included in this Red Herring Prospectus. You should also read the section titled "Risk Factors" beginning on page 31 of this Red Herring Prospectus, which discusses a number of factors, risks and contingencies that could affect our financial condition and results of operations. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year are to the twelve-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 Blue Water Logistics Limited, our Company. Unless otherwise indicated, financial information included herein are based on our "Restated Financial Statements" for the financial years ended on March 31, 2025, March 31, 2024, March 31, 2023 and for the period ended August 31, 2022, respectively, included in this Red Herring Prospectus beginning on page 184 of this Red Herring Prospectus.

Note: Statement in the Management Discussion and Analysis Report describing our objectives, outlook, estimates, expectations or prediction may be "Forward Looking Statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to our operations include, among others, economic conditions affecting demand/supply andprice conditions in domestic and overseas market in which we operate, changes in Government Regulations, Tax Laws and other Statutes and incidental factors.

BUSINESS OVERVIEW

Our Company is engaged in the business of providing logistics and supply chain solutions to our customers. Our key services include freight forwarding, custom clearance and transportation handling services. We are a Multimodal Transport Operator registered under the Multimodal transportation of Goods Act 1993 to carry on the business of multimodal transportation.

We operate from our registered office situated in the city of Hyderabad and through 5 branch offices situated in the city of Chennai, Delhi, Jaipur, Visakhapatnam and Thane, respectively. For more details of our properties, please see ‘Our Properties as mentioned below in this chapter of the Red Herring Prospectus. We majorly provide services to our customers who are engaged in imports and exports of different commodities. Over the years, we have served our customers in different industries including confectionary products, chemicals, crockery, natural stones, textile, electronics and fitness equipments.

In the course of our business operations, we arrange various goods transportation services, including arranging commercial vehicles, air freight space, rail transport, and, when necessary, warehouse/ custom freight station facilities for the storage and handling of goods. As of March 31, 2025, we own 25 commercial vehicles used for diverse transportation purposes. Further, we also intend to purchase 20 commercial vehicles as one of the Objects of this Issue. For further details on the costs and commercial vehicles details, please see chapter titled "Objects of the Issue" on page 90 of this Red Herring Prospectus. Access to such large vehicle network enables us to scale our business as the demand increases and also cater to various business opportunities.

We started the business of freight forwarding and logistics in the year 2010 in the form of a partnership firm i.e., Blue Water Logistics. Our promoter directors, Mr. Laxmi Narayan Mishra and Mr. Lalit Panda, founded the partnership firm in the year 2010. Later in the year 2017, our business was led by our other promoter directors, Ms. Madhusmita Mohanty and Ms. Supriya Mishra. Since our inception, we have enhanced our capabilities and expanded our presence in India. For the financial years ended on March 31, 2025, March 31, 2024 and March 31, 2023, respectively, we have provided our services in different regions of India including Telangana, Gujarat, Maharashtra, Rajasthan, Andhra Pradesh, Tamil Nadu, Delhi, Punjab, Karnataka, Uttar Pradesh, Madhya Pradesh, Odisha also including services in foreign countries like Singapore and UAE. For further details on the country-wise and state-wise revenue generated by our Company, please see Revenue Break- up as mentioned below in this chapter of the Red Herring Prospectus. The consistent growth of our Company can largely be attributed to the expertise and the experience of our promoter directors. With their understanding of the logistics industry

and strong business ability, they have successfully led the Company to expand both its market presence and revenue streams. We believe their leadership and focus on operational matters have been instrumental in the growth of our Company. For further details on the complete profile of our promoter directors, please see the chapter titled "Our Management" on page 161 of this Red Herring Prospectus.

We have also associated with different international logistics network platforms like JCtrans and Global Logistics Alliance to facilitate international logistics. Further, we can issue house bill of lading for the consignments moving as per customers requirements or as per our planning through such agency arrangements which provides an additional layer of security to our customers for their goods moving from India to other countries or vice-versa.

We are a valid participant under FIATA Group Bond Programme. FIATA Group Bond Programme is partnered by M/s. Avalon and the International Federation of Freight Forwarders Associations (FIATA) to provide a group Non-Vessel Operating Common Carrier (NVOCC) bond. The Federal Maritime Commission (FMC) requires that all unlicensed and non-US based NVOCCs obtain proof of financial responsibility in the amount of $150,000/-. Through this programme, the bond is underwritten by Southwest Marine and General Insurance as surety which meets the FMCs financial responsibility requirement of all NVOCCs. We are also an allied member of Federation of Freight Forwarders Associations in India. We have been accredited with ISO 9001:2015, a quality management system certif?cate for providing all kind of logistics services. We have also received certif?cate of accreditation from International Air Transport Association (IATA) certifying our commitment to meet their professional standards to promote, sell and handle international air cargo transportation.

Key Performance Indicators of our Company.

As per Restated Financial Statements

(? in Lakhs, otherwise mentioned)

Key Financial Performance	For the Year Ended March 31, 2025	For the Year Ended March 31, 2024	For the Period September 01, 2022 to March 31, 2023*	For the Period Ended August 31, 2022
Revenue from Operations (1)	19,618.04	13,867.37	9,798.24	8,466.90
EBITDA (2)	1,874.58	1,049.96	382.95	234.79
EBITDA Margin (%)(3)	9.56%	7.57%	3.91%	2.77%
PAT	1,067.08	594.05	154.06	104.31
PAT Margin (%)(4)	5.44%	4.28%	1.57%	1.23%
Return on Equity (%)(5)	72.02%	91.24%	35.02%	14.84%
Debt to Equity Ratio (times) (6)	1.82	1.82	5.31	3.35
Current Ratio (times) (7)	1.62	1.45	1.38	1.33

*Figures for Financial Year 2022-23 have been bifurcatedfor presentation purpose.

Notes: As certified by our Statutory Auditors by their certif?cate dated May 10, 2025.

Explanation of KPIs:

(1) Revenue from operations means the revenue from operations as appearing in the restated financial information.

(2) EBITDA is calculated as Profit before tax + Depreciation + Interest Expenses - Other Income.

(3) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations.

(4) PAT Margin is calculated as PAT for the year divided by revenue from operations.

(5) Return on Equity is calculated by comparing the proportion of net income against the amount of average shareholder equity.

(6) Debt to Equity ratio is calculated as Long Term Debt + Short Term Debt divided by equity.

(7) Current Ratio is calculated by dividing Current Assets to Current Liabilities.

SIGNIFICANT DEVELOPMENTS AFTER MARCH 31, 2025

In the opinion of the Board of Directors of our Company, since the date of the financial period as disclosed in this Red Herring Prospectus, there have not arisen any circumstance that materially or adversely affect or are likely to affect the profitability of our Company or the value of its assets or its ability to pay its material liabilities within the next twelve months, except:

1. Our Company has approved the Audited Financial Statements for the financial years ended on March 31, 2025 pursuant to a resolution passed by the Board of Directors at their meeting held on April 10, 2025 and through ordinary resolution passed by the Shareholders of our Company at their Annual General Meeting dated May 05, 2025.

2. Our Company has approved the Restated Financial Statements for the financial years ended on March 31, 2025, March 31, 2024, March 31, 2023 and for the period ended on August 31, 2022, respectively, by the Board of Directors pursuant to a resolution passed at their meeting held on May 10, 2025.

3. Our Company has approved the Red Herring Prospectus vide resolution in the Board Meeting dated May 17, 2025. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

For details in respect of Statement of Significant Accounting Policies, please refer to the chapter titled "Restated Financial Statements" beginning on page 184 of this Red Herring Prospectus.

RESULTS OF OUR OPERATION

The following discussion on results of operations should be read in conjunction with the Restated Financial Statements of our Company for the financial years ended on March 31, 2025, March 31, 2024 and March 31, 2023, respectively: (? in lakhs)

					For the period
Particulars	For the period ended on March 31, 2025	% of Total Revenue	FY 202324	% of Total Revenue	Septemb er 01, 2022 to March 31, 2023	% of Total Revenue	Ended on August 31, 2022	% of Total Revenue
Revenue:
Revenue from Operations	19,618.04	99.95%	13,867.37	99.95%	9,798.24	99.91%	8,466.90	99.94%
Other income	10.55	0.05%	6.96	0.05%	8.72	0.09%	5.31	0.06%
Total revenue	19,628.59	100.00%	13,874.33	100.00%	9,806.96	100.00%	8,472.21	100.00%
Expense:
Operational Expense	16,937.38	86.29%	12,287.23	88.56%	9,029.63	92.07%	7,971.03	94.08%
Changes in inventories of finished goods, work- in-progress and Stock-in- Trade	0.00	0.00%	0.00	0.00%	0.00	0.00%	52.40	0.62%
Employees Benefit Expenses	410.45	2.09%	387.54	2.79%	260.12	2.65%	150.09	1.77%
Finance costs	287.61	1.47%	167.53	1.21%	134.52	1.37%	86.83	1.02%
Depreciation and Amortization	168.01	0.86%	95.55	0.69%	51.27	0.52%	13.88	0.16%
Other expenses	395.64	2.02%	142.65	1.03%	125.54	1.28%	58.60	0.74%
Total Expenses	18,199.09	92.72%	13,080.50	94.28%	9,601.08	97.90%	8,331.73	98.35%
Profit before tax	1,429.50	7.28%	793.84	5.72%	205.87	2.10%	139.39	1.65%
Tax expense:
Current tax	349.27	1.78%	197.05	1.42%	57.94	0.59%	35.08	0.41%
Deferred Tax	13.15	0.07%	2.75	0.02%	(6.13)	-0.06%	0.00	0.00%
Current Tax adjustment of earlier years	0.00	0.00%	0.00	0.00%	0.00	0.00%	0.00	0.00%
Net Total Tax Expenses	362.42	1.85%	199.79	1.44%	51.81	0.53%	35.08	0.41%
Net Profit for the year	1,067.08	5.44%	594.05	4.28%	154.06	1.57%	104.31	1.23%

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

• Our ability to successfully implement our growth strategy and expansi?n plans;

• Delay in the further liberalization of trade with the markets from which we receive cargo, or to which cargo passing through our facilities is shipped;

• Changes in laws and regulations relating to the sectors/areas in which we operate;

• Competition from international and domestic third-party logistics companies;

• Increase in freight and fluctuation in operating and other related costs;

• Failure to obtain or renew approvals, licenses, registration and permits to operate our business;

• Failure to attract and retain highly skilled professionals, our promoters, directors and senior management;

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

• Employee misconduct including misuse of confidential data and failure to maintain confidentiality of information could harm us and is difficult to detect and deter;

• Natural or man-made disasters, fires, epidemics, pandemics, acts of war, terrorist attacks, civil unrest and other events could materially and adversely affect our business;

• Any downgrading of Indias sovereign debt rating by an international rating agency could have a negative impact on our business and results of operations;

• Our failure to keep pace with rapid changes in technology;

• Our ability to manage risks that arise from these factors.

KEY COMPONENTS OF COMPANYS PROFIT AND LOSS STATEMENT

Revenue from operations: Revenue from operations mainly consists of Sales of Services such as freight, container and other charges.

Other Income: Other Income includes Interest income, Discount received and Sale of scrap.

Expenses: Companys expenses consist of Operational Expense, Changes in inventories of finished goods, work-in- progress and Stock-in-Trade, Employee Benefit Expenses, Finance Cost, Depreciation and Amortization Expense, Other Expenses and tax expenses.

Operational Expenses: Operational Expenses includes Freight, THC charges, Power & Fuel and Transportation Expenses, Custom Operational Charges, etc.

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade: Changes in inventories of finished goods, work-in-progress and Stock-in-Trade includes Change in Inventory of Finished Goods.

Employee Benefits Expense: Employee benefit expenses include Salaries and Wages, Directors Remuneration & Contribution to Statutory Funds, staff welfare, Gratuity Expenses etc.

Finance Cost: Finance Cost includes Interest on Borrowings, bank charges and Interest on MSME Late Payment.

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 include Advertisement, Audit Fees, Travelling and Conveyance, office expense, Bad Debts Written Off, Miscellaneous expenses, Legal and professional fees, etc.

FISCAL 2025 COMPARED WITH FISCAL 2024

Revenue from Operation

Revenue from operations has increased by 41.47% from ? 13,867.37 Lakhs in Fiscal 2024 to ?19,618.04 Lakhs in Fiscal 2025. There was increase in number of overall trips and trips from owned vehicles of our Company in Fiscal 2025 as compared to Fiscal 2024. The details of such additional trips are as follows:

Particular	Fiscal 2024
	Trips from owned portion (A)	Trips from rented portion (B)
Vessels	-	4,961
Vehicles	441	2,690
Flights	-	187
Total of owned and rented trips (A+B)	8,279

 

Particular	Fiscal 2025
	Trips from owned portion (A)	Trips from rented portion (B)
Vessels	-	6,111
Vehicles	1,297	2,000
Flights	-	196
Total of owned and rented trips (A+B)	9,604
No. of Additional Trips	9,604 trips - 8,279 trips = 1,325 trips A
No. of Additional Owned Trips	1,297 trips - 441 trips = 856aa

ATotal Trips in Fiscal 2025 less Total Trips in Fiscal 2024.

AATotal Owned Trips in Fiscal 2025 less Total Owned Trips in Fiscal 2024.

Other Income

Other income had increased from ?6.96 Lakhs in Fiscal 2024 to ?10.55 Lakhs in Fiscal 2025 due to increase in Interest Income. The Companys interest income increased from ^ 1.14 Lakhs in Fiscal 2024 to ?10.33 Lakhs. During Fiscal 2025, our Company had received an interest on fixed deposit of ?4.99 Lakhs and interest on income tax refund of ?5.34 Lakhs which led to such increase.

Operational Expenses

The operational expenses increased from ?12,287.23 Lakhs in Fiscal 2024 to ?16,937.38 Lakhs in Fiscal 2025. The operational expenses have moved in tandem with the revenue from operations of the Company in Fiscal 2025 and due to increase in the number of ocean trips made by the Company during Fiscal 2025.

Employee Benefit Expenses

Employee benefit expenses had increased by 5.91% from ? 387.54 Lakhs in Fiscal 2024 to ?410.45 Lakhs in Fiscal 2025. One of the reasons was the increase in remuneration paid to directors from ? 36 Lakhs in Fiscal 2024 to ?72 Lakhs in Fiscal 2025. Gratuity expenses had also increased from ? 1.59 Lakhs in Fiscal 2024 to ? 9.14 Lakhs in Fiscal 2025.

Finance Cost

Finance cost had increased from ?167.53 Lakhs in Fiscal 2024 to ?287.61 Lakhs in Fiscal 2025. Our Company has availed additional loans mainly for purchase of commercial vehicles which led to the increase in interest expenses from ?160.62 Lakhs in Fiscal 2024 to ?248.68 Lakhs in Fiscal 2025.

Depreciation and Amortization Expenses

Our Company has purchased a total of 15 commercial vehicles in Fiscal 2025 which led to an increase in depreciation expenses amounting to ?168.01 Lakhs as compared to depreciation of Rs. 95.55 Lakhs in Fiscal 2024.

Other Expenses

Other expenses had increased from ?142.65 Lakhs in Fiscal 2024 to ?395.64 Lakhs in Fiscal 2025. The increase was primarily due to increase in miscellaneous expenses like registration fees, business promotion expenses, computers maintenance in Fiscal 2025.

Tax Expenses

The Companys tax expenses had increased by ?162.63 Lakhs from ?199.79 Lakhs in the Fiscal 2024 to ?362.42 Lakhs in Fiscal 2025. This was primarily due to increase in current tax expenses during the year from ? 197.05 Lakhs in the Fiscal 2024 to ?349.27 Lakhs in Fiscal 2025.

Profit after Tax

For Fiscal 2025, the Company reported a net profit of ?1,067.08 Lakhs as compared to ?594.05 Lakhs in Fiscal 2024. This increase was driven by the increase in the number of ocean trips in Fiscal 2025. Also, the Companys average freight rate per ocean trip increased in Fiscal 2025 as compared to Fiscal 2024. Following are the data for the number of ocean trips and average freight rate per trip for Fiscal 2025 and Fiscal 2024:

(Rs. in Lakhs except no. of trips)

Particulars	Fiscal 2025	Fiscal 2024
Revenue from Ocean Freight (A)	16,289	10,574.78
No. of Ocean trips for the respective periods (B)	6,111	4,961
Average freight rate per trip (B/A)	2.67	2.13

FISCAL 2024 COMPARED WITH FISCAL 2023 Revenue from Operation

Revenue from operations has decreased by 24.08% from ? 18,265 Lakhs in Fiscal 2023 (?9,798.24 Lakhs of period September 1, 2022 to March 31, 2023 and ?8,466.90 Lakhs of Period Ended August 31, 2022) to ?13,867.37 Lakhs in Fiscal 2024.

There is a decline in revenue from operations in Fiscal 2024 due to a dip in market rates and freight charges. Due to decrease in freight charges the total revenue of the company decreased even though there is an increase in the total number of shipments executed by the company in FY 2024.

The Companys average freight rate per trip for the period ended on September 30, 2024 and for the financial years ended on March 31, 2024, 2023 and 2022, respectively are as follows:

(Rs. in Lakhs except no. of trips)

Particulars	For the period ended September 30, 2024	FY 202324	FY 202223	FY 202122
Revenue from Ocean Freight (A)	6,808.90	10,574.78	15,400.42	12,826.96
No. of Ocean trips for the respective periods (B)	2,756	4,961	4,028	3,590
Average freight rate per trip (B/A)	2.47	2.13	3.82	3.57

The difference in the average freight rate for FY 2023 -24 and 2022-23 are as follows:

Particulars	FY 2023-24	FY 2022-23	Difference
Revenue from Ocean Freight (A)	10,574.78	15,400.42	(4,825.64)
Average freight rate per trip (B/A)	2.13	3.82	(1.69)

Although the trips done by the Company in FY 2023-24 (4,961 trips) was more than FY 2022-23 (4,028 trips). The Company experienced an average freight rate decrease of Rs. 1.69 Lakhs per trip which impacted the revenue from operations for FY 2023-24 by Rs. 4,825.64 Lakhs. Such decline in freight charges from FY 2022-23 to FY 2023-24 was primarily due to the post-pandemic period. After COVID-19, operations became more active in FY 2022-23 leading to a temporary surge in freight rates during that period. In FY 2023-24, the market conditions stabilized, leading to a comparatively low freight charges in business operations.

Other Income

Other income had decreased by 50.39% from ?14.03 Lakhs in Fiscal 2023 (? 8.72 Lakhs of period September 01, 2022 to March 31, 2023 and ? 5.31 Lakhs of Period Ended August 31, 2022) to ?6.96 Lakhs in Fiscal 2024 due to decrease in interest income. The companys Interest income decreased from ?10.12 Lakhs in Fiscal 2023 to ?1.14 Lakhs in Fiscal 2024.

Reason for decrease in other Income in FY 2023-24:

The other income in FY 2022-23 included interest on income tax refund amounting to Rs. 6.82 Lakhs which was not in FY 2023-24. This led to the decrease in other income for FY 2023-24.

Operational Expenses

The Operational Expenses decreased by 27.72%, from ?17,000.66 Lakhs in Fiscal 2023 (? 9,029.63 Lakhs of period September 1, 2022 to March 31, 2023 and ? 7,971.03 Lakhs of Period Ended August 31, 2022) to ?12,287.23 Lakhs in fiscal year 2024. This decline was primarily due to a significant reduction in Freight, THC charges, which decreased, from ?16,295.05 Lakhs in fiscal 2023 to ?11,827.44 Lakhs in Fiscal 2024.

Reason for Reduction in Operational Expenses FY2023-24:

• The operational expenses have moved in tandem with the revenue from operations of the Company in FY 2023-24. Revenue from operations have decreased to Rs. 13,867.37 Lakhs from Rs. 18,265.14 Lakhs in FY 2022-23 which led to decrease in Operational expense to Rs. 12,287.23 Lakhs in FY 2023-24 from Rs. 17,000.66 Lakhs in FY 2022-23.

• Operational expenses as percentage of Total Revenue have also decreased from 93.01% in FY 2023-24 to 88.56% in FY 2022-23. The marginal variation of 4.45% (93.01%-88.56%) which was due to general fluctuation in freight rates in the FY 2023-24 as compared to FY 2023-24.

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

Stock in Trade have decreased by ?52.40 Lakhs from ?52.40 Lakhs to ? NIL in Fiscal 2023 (? NIL in period September 1, 2022 to March 31, 2023 and ?52.40 Lakhs of Period Ended August 31, 2022) and has remained NIL in Fiscal 2024.

Employee Benefit Expenses

Employee benefit expenses had decreased by 5.53% from ?410.21 Lakhs in Fiscal 2023 (? 260.12 Lakhs of period September 1, 2022 to March 31, 2023 and ? 150.09 Lakhs of Period Ended August 31, 2022) to ?387.54 Lakhs in Fiscal 2024.

Reasons for decrease in Employee Benefit Expenses:

This was primarily due to decrease in Salaries, wages & bonus from ?347.49 Lakhs in Fiscal 2023 to ?337.75 Lakhs in Fiscal 2024, Gratuity expense from ? 9.31 Lakhs in Fiscal 2023 to ? 1.59 Lakhs Fiscal 2024. The Directors remuneration in FY 2022-23 was ?43.90 Lakhs whereas in FY 2023-24 it was ? 36.00 Lakhs. This led to decrease in Employee Benefit Expenses.

The bifurcation of Directors remuneration in FY 2023-24 is as follows:

Name of Director	Remuneration in FY 2023-24
Madhusmita Mohanty	18.00
Supriya Mishra	18.00
Total	36.00

This was a discretionary measure adopted by the Company to optimize resource allocation.

Additionally, In F.Y. 2022-23 Partners Remuneration amounting to ? 27.00 Lakhs was paid and same expense in FY 202324 was nil which further contributed to decrease in Employee Benefit Expense.

Finance Cost

Finance cost had decreased by 24.31% from ?221.35 Lakhs in Fiscal 2023 (? 134.52 Lakhs of period September 01, 2022 to March 31, 2023 and ? 86.83 Lakhs of period ended August 31, 2022) to ?167.53 Lakhs in Fiscal 2024.

Reason for Decrease in Finance Cost:

This was due to decrease in interest expenses from ?209.45 Lakhs in Fiscal 2023 to ?160.50 Lakhs in Fiscal 2024. The Company has made principal repayment of its Unsecured Term Loan (USL) from banks & NBFCs. Following loans amounting to Rs. 130.06 lakhs were fully repaid, leading to a decrease in interest expenses.

(Rs. In Lakhs)

Name of Lender	Amount of Loan	Type of loan	Loan Satisfaction date
Inditrade Fincorp Limited	12.82	USL NBFC	05.02.2024
Kotak Mahindra Bank Ltd	37.54	USL Bank	01.02.2024
Neogrowth Credit Private Limited	15.49	USL NBFC	06.02.2024
Axis Finance Limited	12.52	USL NBFC	30.04.2023
HDFC Bank Limited	51.69	USL Bank	19.02.2024

The repayments were made in accordance with the agreed-upon repayment schedule, ensuring compliance with financial obligations and maintaining the Companys creditworthiness.

Depreciation and Amortization Expenses

Depreciation had increased by 46.66% from ?65.15 Lakhs in Fiscal 2023 (?51.27 Lakhs of period September 1, 2022 to March 31, 2023 and ? 13.88 Lakhs of Period Ended August 31, 2022) to ?95.55 Lakhs in Fiscal 2024.

Reason for Increase in Depreciation and Amortization Expenses:

The purchase of additional fixed assets in FY 2023-24 led to an increase in depreciation expenses for the year. During the FY 2023-24, the Company purchased additional fixed assets like commercial vehicles, computers and other office equiptments amounting to Rs. 176.97 Lakhs which has resulted in Depreciation charged in FY 2023-24 to Rs. 95.55 Lakhs as compared to Rs. 65.15 Lakhs charged in FY 2022-23.

Other Expenses

Other expenses had decreased by 22.53% from ?184.14 Lakhs in Fiscal 2023 (? 125.54 Lakhs of period September 1, 2022 to March 31, 2023 and ? 58.60 Lakhs of Period Ended August 31, 2022) to ?142.65 Lakhs in Fiscal 2024. The decrease was primarily due to decrease in Commission and brokerage by ?16.42 Lakhs, Miscellaneous Expenses by ?35.10 Lakhs, etc.in Fiscal 2024.

Tax Expenses

The Companys tax expenses had increased by ?112.90 Lakhs from ?86.89 Lakhs in the Fiscal 2023 (? 51.81 Lakhs of period September 1, 2022 to March 31, 2023 and ? 35.08 Lakhs of Period Ended August 31, 2022) to ?199.79 Lakhs in Fiscal 2024. This was primarily due to increase in current tax expenses during the year which got increased from ?93.02 Lakhs in the year 2023 to ?197.05 Lakhs in the year 2024.

Profit after Tax

For Fiscal 2024, the Company reported a net profit of ?594.05 Lakhs, a significant increase compared to ?258.37 Lakhs in Fiscal 2023 (?154.06 Lakhs of period September 1, 2022 to March 31, 2023 and ?104.31 Lakhs of Period Ended August 31, 2022). Despite a decline in revenue from operations, the Company successfully improved its profit margin, which rose from 1.41% in Fiscal 2023 to 4.28% in Fiscal 2024. This enhancement in profitability was driven by increase in trips and purchase of six additional commercial vehicles in Fiscal 2024.

a) Increase in number of trips:

One of the primary reasons for the increase in profitability in FY 2023-24 was the rise in the number of trips completed. The Company successfully completed an additional 2,338 trips in FY 2023-24, compared to FY 2022-23. This increase in trips directly contributed to the profitability of the Company.

The detailed breakdown of trips performed by the Company is as follows:

Particular	FY 2022-23
	Trips from owned portion (A)	Trips from rented portion (B)
Vessels	-	4,028
Vehicles	122	1,615
Flights	-	176
Total of owned and rented trips (A+B)	5,941

 

Particular	FY 2023-24
	Trips from owned portion (A)	Trips from rented portion (B)
Vessels	-	4,961
Vehicles	441	2,690
Flights	-	187
Total of owned and rented trips (A+B)	8,279
No. of Additional Trips	8279 trips - 5,941 = 2,338 trips A

ATotal Trips in FY 2023-24 less Total Trips in FY 2022-23.

Purchase of 6 (six) additional commercial vehicles in FY 2023-24:

The Company purchased 6 additional commercial vehicles in FY 2023-24 and was able to successfully complete 108 trips from such vehicles in FY 2023-24.

The details of such commercial vehicles along with the details of trips completed from the date of their operations are as follows:

Sr No.	Vehicle No	Chassis No	Model No.	Date of operations	No. of Trips done from its date of operations in FY 202324
1	AP39VE1760	MAT503091P2P31877	TATA SIGNA 4023.S BSVI	December 31, 2023	23
2	AP39VE1761	MAT503091P2P31910	TATA SIGNA 4023.S BSVI	December 31, 2023	23
3	AP39VE1762	MAT503091P2P31953	TATA SIGNA 4023.S BSVI	December 31, 2023	17
4	AP39VE1763	MAT503091P2P31795	TATA SIGNA 4023.S BSVI	December 31, 2023	18
5	AP39VE1765	MAT503091P2P31887	TATA SIGNA 4023.S BSVI	December 31, 2023	22
6	TS09UE3869	MAT503091P2P31903	TATA SIGNA 4023.S BSVI	February 01, 2024	5
				Total	108

Additionally, careful management of other operational costs further supported the Companys improved financial performance.

CASH FLOWS

Particulars	March 31, 2025	March 31, 2024	For the period September 01, 2022 to March 31, 2023	For the period Ended on August 31, 2022
Net Cash from Operating Activities	(1,146.69)	423.27	294.18	925.38
Net Cash from Investing Activities	(525.33)	(175.83)	(114.55)	(71.00)
Net Cash from Financing Activities	1,663.08	(325.85)	(338.37)	(534.84)

Cash Flows from Operating Activities

For the period ended March 31, 2025

Our net cash from operating activities for period ended March 31, 2025 was at (?1,146.69) Lakhs as compared to the Profit Before Tax at ?1,429.50 Lakhs. Our operating profit before working capital changes was ?1,883.94 Lakhs for the period ended March 31, 2025 which was primarily adjusted against increase in trade receivables by ? 1,867.95 Lakhs, increase in short term loans and advances by ^21.21 Lakhs, increase in Long term loans and advances by ?43.17 Lakhs , increase in non-current asset by ^51.99 Lakhs, decrease in long term provision by ?1.26 Lakhs, increase in trade payables by ?181.80 Lakhs, increase in other current liabilities by ?53.49 Lakhs, increase in short term provision by ?1.26 Lakhs and increase in other current asset by ?1,037.75 Lakhs and Net income taxes paid of ?243.86 Lakhs.

For the financial year ended March 31, 2024

Our net cash from operating activities for period ended March 31, 2024 was at ?423.27 Lakhs as compared to the Profit Before Tax at ?793.84 Lakhs. Our operating profit before working capital changes was ?1,057.37 Lakhs for the financial year ended March 31, 2024 which was primarily adjusted against increase in trade receivables by ?655.38 Lakhs, increase in short term loans and advances by ?234.43 Lakhs, increase in Long term loans and advances by ? 23.99 Lakhs , decrease in non-current asset by ?0.83 Lakhs, decrease in long term provision by ?0.30 Lakhs, increase in trade payables by ?721.33 Lakhs, decrease in other current liabilities by ?13.46 Lakhs, increase in short term provision by ?0.30 Lakhs and increase in other current asset by ?198.53 Lakhs and Net income taxes paid of ?230.48 lakhs.

For the period Sept 1, 2022 to March 31, 2023

Our net cash from operating activities for period Sept 1, 2022 to March 31, 2023 was at ?294.18 Lakhs as compared to the Profit Before Tax at ?205.87 Lakhs. Our operating profit before working capital changes was ?392.71 Lakhs for the period Sept 1, 2022 to March 31, 2023 which was primarily adjusted against decrease in trade receivables by ?766.87 Lakhs, decrease in short term loans and advances by ?14.65 Lakhs, increase in non-current asset by ?2.27 Lakhs, decrease in long term provision by ?4.16 Lakhs, increase in trade payables by ?949.04 Lakhs, increase in other current liabilities by ?18.23 Lakhs, increase in short term provision by ?0.03 Lakhs and decrease in other current asset by ?115.16 Lakhs and Net income taxes paid of ?57.99lakhs.

For the period ended August 31, 2022

Our net cash from operating activities for period ended August 31, 2022 was at ?925.38 Lakhs as compared to the Profit Before Tax at ?139.39 Lakhs. Our operating profit before working capital changes was ?238.26 Lakhs for the period ended August 31, 2022 which was primarily adjusted against increase in trade receivables by ?28.84 Lakhs, decrease in inventories by ?52.40 Lakhs, decrease in short term loans and advances by ?524.63 Lakhs, increase in long-term loans & advances by ?3.03 Lakhs, decrease in long term provision by ?0.01 Lakhs, increase in trade payables by ?79.70 Lakhs, increase in other current liabilities by ?21.91 Lakhs, decrease in short term provision by ?0.01 Lakhs and increase in other current asset by ?50.47 Lakhs and Net income taxes paid of ?(90.82) Lakhs.

Cash Flows from Investment Activities

For the period ended March 31, 2025

For the period ended March 31, 2025, the net cash invested in Investing Activities was ? (525.33) Lakhs. This was mainly on account of Purchases of Fixed Assets of ?535.66 Lakhs.

For the _ financial year ended March 31, 2024

For the financial year ended March 31, 2024, the net cash invested in Investing Activities was ? (175.83) Lakhs. This was mainly on account of Purchases of Fixed Assets of ?176.97 Lakhs.

For the period Sept 1, 2022 to March 31, 2023

For the period Sept 1, 2022 to March 31, 2023, the net cash invested in Investing Activities was ? (114.55) Lakhs. This was mainly on account of Purchases of Fixed Assets of ?122.82 Lakhs.

For the period ended Ausust 31, 2022

For the period ended August 31, 2022, the net cash invested in Investing Activities was ? (71.00) Lakhs. This was mainly on account of Purchases of Fixed Assets of ?72.85 Lakhs.

Cash Flows from Financing Activities

For the period ended March 31, 2025

For the period ended March 31, 2025, the net cash from financing activities was ?1,663.08 Lakhs. This was mainly on account of Increase in Long-Term Borrowings of ?824.41 Lakhs, Increase in Short-Term Borrowings of ?1,126.29 Lakhs and Interest paid of ? 287.61 Lakhs.

For the financial year ended March 31, 2024

For the financial year ended March 31, 2024, the net cash from financing activities was (?325.85) Lakhs. This was mainly on account of repayment of Long-Term Borrowings of ? (344.69) Lakhs, Increase in Long-Term Borrowings of ?288.35 Lakhs, repayment of Short-Term Borrowings of ? (101.98) Lakhs and Interest paid of ? 167.53 Lakhs.

For the period Sept 1, 2022 to March 31, 2023

For the period Sept 1, 2022 to March 31, 2023, the net cash from financing activities was ?(338.37)Lakhs. This was mainly on account of Repayment of Long-Term Borrowings of ? (57.96) Lakhs, Repayment of Short-Term Borrowings of ?(0.58) Lakhs, Capital withdrawn of ? (145.31) Lakhs and Interest paid of ? 134.52 Lakhs.

For the period ended Ausust 31, 2022

For the period ended August 31, 2022, the net cash from financing activities was (?534.84) Lakhs. This was mainly on account of repayment of Long-Term Borrowings of ? 146.41 Lakhs, Increase in Long-Term Borrowings of ? 61.90 Lakhs, Increase in Short-Term Borrowings of ? 95.17 Lakhs, Capital withdrawn of ? (458.67) Lakhs and Interest paid of ? 86.83 Lakhs.

RELATED PARTY TRANSACTIONS

Related party transactions with certain of our promoter, directors and their entities and relatives primarily relate to remuneration, salary, commission and issue of Equity Shares. For further details of related parties kindly refer chapter titled "RestatedFinancial Statements" beginning on page 184 of this Red Herring Prospectus.

OFF-BALANCE SHEET ITEMS

We do not have any other off-balance sheet arrangements, derivative instruments or other relationships with any entity that have been established for the purposes of facilitating off-balance sheet arrangements.

QUALIFICATIONS OF THE STATUTORY AUDITORS WHICH HAVE NOT BEEN GIVEN EFFECT TO IN THE RESTATED FINANCIAL STATEMENTS

There are no qualifications in the audit report that require adjustments in the Restated Financial Statements.

QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Financial Market Risks

Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk. We are exposed to interest rate risk, inflation and credit risk in the normal course of our business.

Interest Rate Risk

Our financial results are subject to changes in interest rates, which may affect our debt service obligations in future and our access to funds.

Effect of Inflation

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

Credit Risk

We are exposed to credit risk on monies owed to us by our customers. If our customers do not pay us promptly, or at all, we may have to make provisions for or write-off such amounts.

OTHER MATTERS

Unusual or infrequent events or transactions

Except as described in this Red Herring Prospectus, during the period/ years under review there have been no transactions or events, which in our best judgment, would be considered "unusual" or "infrequent".

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

Indian rules and regulations as well as the overall growth of the Indian economy have a significant bearing on our operations. Major changes in these factors can significantly impact income from continuing operations. There are no significant economic changes that materially affected our Companys operations or are likely to affect income from continuing operations except as described in chapter titled "Risk Factors" beginning on page 31 of this Red Herring Prospectus.

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

Other than as described in the section titled "Risk Factors" and chapter titled "Managements Discussion and Analysis of Financial Conditions and Results of Operations", beginning on page 31 and 227 of this Red Herring Prospectus respectively to our knowledge there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our company from continuing operations.

Details of Default, if any, Including Therein the Amount Involved, Duration of Default and Present Status, in Repayment of Statutory Dues or Repayment of Debentures or Repayment of Deposits or Repayment of Loans from any Bank or Financial Institution

Except as disclosed in chapter titled "Restated Financial Statements" beginning on page 184 of this Red Herring Prospectus, there have been no defaults in payment of statutory dues or repayment of debentures and interest thereon or repayment of deposits and interest thereon or repayment of loans from any bank or financial institution and interest thereon by the Company.

Material Frauds

There are no material frauds, as reported by our statutory auditor, committed against our Company, in the last three Fiscals.

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

Other than as described in the sections titled "Risk Factors", "Our Business" and "Restated Financial Statements" beginning on page 31 , 126 and 184 of this Red Herring Prospectus, to our knowledge there are no factors, which will affect the future relationship between costs and income or which are expected to have a material adverse impact on our operations and finances.

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

Other than as disclosed in this section and in "Our Business" on page 126, we have not announced and do not expect to announce in the near future any new business segments.

Significant dependence on a single or few Suppliers or Customers

The percentage of contribution of our Companys Top 1, 5 and Top 10 Customers & Suppliers have been mentioned under para "OurMajor Customer/Suppliers" in the chapter titled "Our Business" on page 126 of this Red Herring Prospectus.

Status of any publicly announced new products or business segments

Please see the chapter titled "Our Business" beginning on page 126 of this Red Herring Prospectus for new business segments.

The extent to which the business is seasonal

Our business is not seasonal in nature.

Competitive Conditions

We operate in a competitive atmosphere. Some of our competitors may have greater resources than those available to us. While product quality, brand value, distribution network, etc are key factors in client decisions among competitors, however, reliability and competitive pricing is the deciding factor in most cases. We face fair competition from both organized and unorganized players in the market. We have, over a period of time, developed certain competitive strengths which have been discussed in section titled "Our Business" beginning on page 126 of this Red Herring Prospectus.