Glottis Ltd Management Discussions

OPERATIONS

You should read the following discussion in conjunction with our Restated Financial Statements included herein for the Fiscals 2025, 2024 and 2023, including the related notes, schedules and annexures on page 256. Our Restated Financial Statement has been prepared in accordance with Ind AS, Section 26 of the Companies Act, the SEBIICDR Regulations and the Guidance Note. Ind AS differs in certain material respects from Indian GAAP, IFRS and U.S. GAAP. Accordingly, the degree to which our financial statements will provide meaningful information to a prospective investor in countries other than India is entirely dependent on the readers level of familiarity with Ind AS. As a result, the Restated Financial Statements may not be comparable to our historical financial statements.

We have included operational and financial performance indicators in this Red Herring Prospectus, many of which may not be derived from our Restated Financial Statements or otherwise be subject to an examination, audit or review by our auditors or any other expert. The manner in which such operational and financial performance indicators are calculated and presented, and the assumptions and estimates used in such calculations, may vary from that used by other companies in India and other jurisdictions. Investors are accordingly cautioned against placing undue reliance on such information in making an investment decision and should consult their own advisors and evaluate such information in the context of the Restated Financial Statements and other information relating to our business and operations included in this Red Herring Prospectus.

This discussion and analysis contains forward-looking statements that reflect our current views with respect to future events and our financial performance, which are subject to numerous risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements. You should also read “Forward-Looking Statements” and “Risk Factors” on pages 22 and 36, respectively, which discuss a number of factors and contingencies that could affect our business, financial condition and results of operations. Our Financial Year ends on March 31 of each year and accordingly, references to Financial Year / Fiscals, are to the 12-month period ended March 31 of the relevant year.

Unless the context otherwise requires, in this section, references to “we”, “us”, “our”, “the Company” or “our Company” refers to Glottis Limited.

Unless stated otherwise, industry and market data used in this Red Herring Prospectus, including in “Industry Overview” and “Our Business” on pages 142 and 171, respectively, has been obtained or derivedfrom the report titled “Freightforwarding Industry Report”, dated September 15, 2025 (“ILattice Report”), prepared by Lattice Technologies Private Limited (“ILattice”). The 1Lattice Report has been commissioned and paid for by our Company exclusively for the purposes of the Issue, pursuant to an engagement letter dated August 30, 2024 and is available on our Companys website at and has also been included in “Material Contracts and Documents for Inspection - Material Documents” on page 462. The data included herein includes excerpts from the 1Lattice Report and may have been re-ordered by us for the purposes ofpresentation. There are no parts, data or information (which may be relevant for the proposed Issue), that have been left out or changed in any manner. Unless otherwise indicated, all financial, operational, industry and other related information derived from the 1Lattice Report and included herein with respect to any particular year refers to such information for the relevant financial year. Also see, “Certain Conventions, Presentation of Financial, Industry and Market Data and Currency of Presentation - Industry and Market Data” on page 21.

Overview

We offer multi-modal integrated logistics solutions, which include end to end transportation solutions through ocean, air and road logistics services. Our Company delivers end-to-end logistics solutions with multimodal capabilities across verticals to optimize the movement of goods across geographies including (i) ocean freight forwarding (project cargo load and full container load, import as well as export); (ii) air freight forwarding (import as well as export); (iii) road transportation; along with other ancillary services, including warehousing, storage, cargo handling, third-party logistics (“3PL”) services and custom clearance, among others. We have handled ~112,146 TEUs of imports through ocean during the Fiscal 2025.

We integrate services of our Intermediaries and our in-house infrastructure, to offer start to finish logistical solutions to our customers. Our service offerings coupled with the capabilities of our Intermediaries enable us to offer assistance in geographically dispersed locations, while modifying operating volumes, optimising loads and maintaining flexibility in handling capacity variations depending on our customers requirements. For details of

our Intermediaries, please refer to Our Business Partners and Intermediaries” on page 192 of this Red Herring Prospectus.

We have a track record of mobilising large volumes of cargo for our customers engaged in various industries. Our ability to mobilise higher volumes is on account of our widespread network of international freight forwarding agencies, who provide us insights on available carriers, route management and globally prevalent freight forwarding rates, which enhances our capabilities of committing carrier spaces in advance at competitive rates, thereby offering commitment of delivery. Owing to the aforementioned measures taken by our Company to anticipate demand, we pre-book shipping slots to guarantee capacity and negotiate favorable rates with carriers, resulting in higher margins. For urgent requests, we book available slots on short notice, ensuring flexibility and reliability. Pre-booking cargo allows us to stay ahead of the competition by accommodating both scheduled and last-minute delivery requests, leveraging our volume share to negotiate higher margins. Further, due to minimal cancellations, our pricing remains unaffected, allowing us to maintain consistent margins. This stability enables us to offer predictable costs to customers, fostering long-term relationships and trust. The logistics industry in India is highly competitive, dominated by a large number of unorganized players. (Source: Company Commissioned 1LatticeReport). In comparison to the unorganized players, we offer our customers an organised and structured mechanism for document handling, custom clearance, tracking of shipment and grievance management. For each import or export shipment undertaken by us, we prepare a daily report which provides an update on the latest completed process, along with the next scheduled step, which keeps the customer informed and enables them to plan and manage their operations more effectively. Furthermore, our track record of handling ~112,146 TEUs of imports through ocean during the Fiscal 2025, coupled with our widespread network of international freight forwarding agencies, has given us the required experience and knowledge of executing orders for the renewable energy industry, which involve transportation of sensistive as well as specialized products. Our capabilities of handling complex cargo and ability to mobolise volumes has given us a competitive edge, and has garnered industry recognition.

With global footprint and expertise in handling complex supply chains, Glottis serves customers across multiple industries, with particular emphasis on energy infrastructure and renewable energy projects. We have over the years built a track record of offering freight forwarding services to varied industries including renewable energy industry, engineering products, home appliances, granite and minerals, timber and other industries including agro, automobile chemicals, textiles, machineries among others and have been increasing our share of wallet from existing customers by offering freight forwarding services for products forming part of their supply chain.

Our revenue streams in the renewable energy industry come from leading power producers in renewable energy landscape, encompassing solar, wind, hydro, and other clean energy sources. Beyond power generation companies, our freight management services also extend to Intermediaries throughout the renewable energy supply chain, including solar glass manufacturers, manufacturers of energy components such as, solar cells, solar wafers, trackers, among others, and consolidators of intelligent power systems designed to mitigate high nonrenewable energy costs, etc.

The following table sets forth a breakdown of our Revenue from Operations from various industry segments, in absolute terms and as a percentage of Revenue from Operations, for the periods indicated:

End-use Industry	Fiscal 2025		Fiscal 2024		Fiscal 2023
	( Rs million)	from operations	( Rs million)	from operations	( Rs million)	from operations
Renewable Energy	4,474.29	47.54	2,108.82	42.42	622.44	13.01
Engineering Products	1,194.00	12.69	539.97	10.86	874.02	18.27
Granite & Minerals	868.49	9.23	314.11	6.32	613.39	12.83
Logistics	589.26	6.26	244.43	4.92	261.48	5.47
Home Appliances	460.24	4.89	345.01	6.94	494.12	10.33
Timber	532.65	5.66	339.47	6.83	434.77	9.09
AGRO	260.46	2.77	166.59	3.35	507.21	10.61
Consumer Durables	226.40	2.41	32.05	0.64	67.41	1.41
Automobile	143.43	1.52	55.22	1.11	46.40	0.97
Chemicals	141.71	1.51	61.76	1.24	105.51	2.21
Plywood	174.80	1.86	65.26	1.31	94.03	1.97
Textiles	50.41	0.54	5.31	0.11	6.22	0.13
Construction	5.54	0.06	4.97	0.10	10.40	0.22
Medical	6.07	0.06	5.37	0.11	7.68	0.16
FMCG	2.34	0.02	1.44	0.03	14.30	0.30

 

End-use Industry	Fiscal 2025		Fiscal 2024		Fiscal 2023
	( Rs million)	from operations	( Rs million)	from operations	( Rs million)	from operations
Food	4.43	0.05	8.37	0.17	59.00	1.23
Spinning Mills	-	-	0.45	0.01	1.41	0.03
Machineries	-	-	0.08	0.00	0.07	0.00
Sports	-	-	-	0.00	3.50	0.07
Others*	277.21	2.95	673.08	13.54	559.37	11.70
Total	9,411.73	100.00	4,971.77	100.00	4,782.73	100.00

*Further bifurcation of the category ‘Others will not be possible as the revenue generated from these industries are minuscule.

As on date of this Red Herring Prospectus, we operate PAN-India through a network of 8 branch offices in New Delhi, Gandhidham, Kolkata, Mumbai, Tuticorin, Coimbatore, Bengaluru and Cochin; and registered and corporate offices in Chennai to cover major transportation hubs. We have over the years also spread our operations across countries, including but not limited to, Europe, North America, South America, Africa, Middle East and Asian Countries through our arrangements with local freight forwarding agents in such countries. Growing logistics, and freight needs has led to our Companys expansion into new markets like Europe, African, Central & South America, Canada, Mediterranean, Middle East and Australia. We have handled ~112,146 TEUs of imports through oceans during the Fiscal 2025.

For the Fiscals 2025, 2024 and 2023, we served total 1,908, 1,662 and 1,513 customers across one hindred and twenty five (125), one hundred (100) and eighty seven (87) countries, respectively. Additionally, through our Group Companies, namely, Continental Shipping & Consulting Pte Ltd, Continental Worldwide Shipping Service LLC and Continental Shipping & Consulting Vietnam Co. Ltd, our Company has established local presence in Singapore, United Arab Emirates and Vietnam. Our indirect presence in such regions, enables us to facilitate smoother operations, manage supply chain complexities and manpower dynamics, undertake communication and relationship-building with local stakeholders and customers effectively. The table below sets out our revenue from our largest customers, top 5 customers, top 10 customers and top 20 customers, on the basis of revenue contribution, for the Fiscals 2025, 2024 and 2023, including as a percentage of revenue from operations, for the respective periods.

Details of Customers*	Fiscal 2025		Fiscal 2024		Fiscal 2023
	Amount ( Rs in million)	% of revenue from operation	Amount ( Rs in million)	% of revenue from operations	Amount ( Rs in million)	% of revenue from operations
Largest Customers	1,227.19	13.04	553.54	11.13	199.41	4.17
Top 5 customers	3976.48	42.25	1,591.91	32.02	828.28	17.32
Top 10 customers	4,962.98	52.73	2,185.34	43.95	1,403.66	29.35
Top 20 customers	5,791.24	61.53	2,777.73	55.87	2075.26	43.39

*Based on their contribution to our revenue from operations in the Fiscal 2025.

Our freight management services encompass both ocean and air, import and export operations, with a strategic emphasis on ocean import services due to strong demand, attractive margin opportunities, and more streamlined logistics. Indian ocean freight market has expanded from US$ 4.5B in FY19 to US$ 7.8B in FY24 and is projected to reach US$ 13.9B by FY29, with a robust CAGR of 11.9% over FY24-29 (Source: Company Commissioned ILattice Report).

With two decades of operational experience through the erstwhile partnership firm, M/s. Glottis (formed in the year 2004), and under the guidance of our Promoters and Managing Directors, Ramkumar Senthilvel and Kuttappan Manikandan, we provide differentiated logistics solutions with our: (a) operational track record in Southern India; (b) integrated service offerings through strategic tie ups; (c) market intelligence and know-how; (d) focus on improving service through technology; and (e) large network of shipping lines, agency partners and custom house agents. Our management has focused on providing quality customer experience over decades of operations and thereby building credibility with our customer base, including our longstanding customers.

We have built a synergetic ecosystem of shipping lines and custom house agents. The core focus of our Company is on maintaining and leveraging our longstanding relationships with key Intermediaries such as shipping lines and local freight forwarders in the areas of our operation, to gain market intelligence on the number of cargo ships sailing on our designated routes and the amount of space which can be committed to ensure achieving a balance between the demand of our customers and filling the required cargo for our shipping line partners. We believe we gain advantage by maintaining global alliance arrangements with major shipping lines, who drive majority of the volume in the ocean freight sector, thereby gaining access to a substantial portion of the cargo spaces by making firm commitments in advance. Such arrangements, include inter alia, terms of delivery, slots of delivery, freight rates, obligation of each parties, and terms of determination of liability of the shipping agency. Our tie ups with shipping lines also enables to cater to a large number of customers by booking additional cargo spaces on spot basis at competitive prices, thereby fulfilling the commitments of our customers, in an efficient and timely manner. Our Company was the top supporter of SAFMARINE for 4 consecutive years (FY13 to FY16) and 3^rd top supporter of MAERSK for 2 consecutive years (FY15 & FY16). (Source: Company Commissioned lLattice Report).

Additionally, through our strategic tie ups we have adopted a business model wherein we outsource key functions such as container management and stuffing and custom handling, for effective management and execution. Further, the assets necessary for offering quality services to our customers, such as cargo ships, containers, commercial vehicles, multi axles, etc. are either owned or provided by a wide network of our business partners. Accordingly, we have maintained a limited base of owned fleet and capitalize on our large network of business partners from whom we hire the required vehicles or services. As of August 31, 2025, we had a network of Two hundred and fifty six (256) overseas agents, One hundred and twenty four (124) shipping lines and agencies, Seventy seven (77) transporters, Fifty Nine (59) custom house agents, Sixteen (16) airlines, Thirty two (32)consol agents and container freight stations among others, in our portfolio, built on longstanding relationships. As of August 31, 2025, we own Seventeen (17) commercial vehicles. Access to large vehicle and agency network enables us to scale our business as the demand increases and also cater to large business opportunities.

Principal Factors Affecting Our Results of Operations

Dependencies on Renewable Energy Industry

Our business is significantly dependent on the renewable energy industry. Our revenue streams in this industry come from leading power producers that span the entire renewable energy landscape, encompassing solar, wind, hydro, and other clean energy sources. Beyond power generation companies, our freight management services also extend to Intermediaries throughout the renewable energy supply chain, including solar glass manufacturers, manufacturers of energy components such as, solar cells, solar wafers, trackers, among others, and consolidators of intelligent power systems designed to mitigate high non-renewable energy costs, etc.

The following table sets forth a breakdown of our Revenue from Operations from various industry segments, in absolute terms and as a percentage of Revenue from Operations, during the Fiscals 2025, 2024 and 2023 :

End-use Industry	Fiscal 2025		Fiscal 2024		Fiscal 2023
	( Rs million)	from operations	( Rs million)	from operations	( Rs million)	from operations
Renewable Energy	4,474.29	47.54%	2,108.82	42.42	622.44	13.01
Engineering Products	1,194.00	12.69%	539.97	10.86	874.02	18.27
Granite & Minerals	868.49	9.23%	314.11	6.32	613.39	12.83
Logistics	589.26	6.26%	244.43	4.92	261.48	5.47
Home Appliances	460.24	4.89%	345.01	6.94	494.12	10.33
Timber	532.65	5.66%	339.47	6.83	434.77	9.09
AGRO	260.46	2.77%	166.59	3.35	507.21	10.61
Consumer Durables	226.40	2.41%	32.05	0.64	67.41	1.41
Automobile	143.43	1.52%	55.22	1.11	46.40	0.97
Chemicals	141.71	1.51%	61.76	1.24	105.51	2.21
Plywood	174.80	1.86%	65.26	1.31	94.03	1.97
Textiles	50.41	0.54%	5.31	0.11	6.22	0.13
Construction	5.54	0.06%	4.97	0.10	10.40	0.22
Medical	6.07	0.06%	5.37	0.11	7.68	0.16
FMCG	2.34	0.02%	1.44	0.03	14.30	0.30
Food	4.43	0.05%	8.37	0.17	59.00	1.23
Spinning Mills	-	0.00	0.45	0.01	1.41	0.03
Machineries	-	0.00	0.08	0.00	0.07	0.00
Sports	-	0.00	-	0.00	3.50	0.07
Others*	277.21	2.95%	673.08	13.54	559.37	11.70
Total	9,411.73	100.00	4,971.77	100.00	4,782.73	100.00

*Further bifurcation of the category ‘Others will not be possible as the revenue generated from these industries are minuscule.

For details, see “Our Business- Competitive Strengths - Longstanding relationship with diverse set of customers across industries" on page 178 of this Red Herring Prospectus.

The Indian solar energy sector has experienced a robust growth in imports, with a CAGR of 23.5% over FY19- 24. The installed solar capacity is expected to grow at a strong CAGR of 23.8% from FY25-30. The solar capacity addition contributed to about 48% of the total renewable capacity added in the period. The increase in installed capacity is also the result of favourable market conditions and strategic policy interventions and technological innovations. (Source: Company Commissioned 1Lattice Report). While we believe that this augurs well for the sector in which we operate, there can be no assurance that the government will continue to place emphasis on the renewable energy infrastructure or related sectors and any change in government focus may adversely impact the growth of sector in which we operate and as a result our operations and financial performance may be adversely impacted.

For instance, the Ministry of New and Renewable Energy had notified the Approved Models and Manufacturers of Solar Photovoltaic Modules (Requirements for Compulsory Registration) Order, 2019 (the “Order"), restricting the eligibility of models and manufacturers of solar modules and solar cells to supply products and services in projects run by State or Central Governments. In the event, our customers are unable to qualify the parameters provided in the Order, and are not included in the approved list of manufacturers, our revenue share from such customers may decline. In the event, we are unable to appropriately react to the aforementioned events, our business, results of operations and financial condition may be impacted.

Fluctuation in freight rates

We derive our revenue majorly from the ocean freight segment. Ocean freight (import and export) segment contributed 94.70%, 95.32%, 97.24% of the total Revenue from Operations for the Fiscals 2025, 2024 and 2023,

respectively

We incur significant costs in procuring cargo space from ocean and air carriers, as well as providing or arranging for land transportation services. Freight and transportation costs are significantly affected by a variety of factors, including fuel prices, the imposition of, or increases in various taxes including import or export taxes, vehicle taxes and duties, the supply and demand of cargo carrying space on transportation carriers like ocean vessels, aircraft and road transport vehicles, and other factors, many of which are beyond our control. We generally price our services by reference to freight and transportation costs. The factors affecting freight rates in India have been provided below:

• Global supply chain disruptions like natural disasters, geopolitical events, pandemics, or manufacturing shutdowns, leading to delays and cancellations in shipments, as well as driving up freight rates;

• Congestion at major ports across the world may lead to delay or inability of ships to load or unload, resulting in significant delays and financial losses; and

• Demand fluctuations, geopolitical issues, and fuel prices may also lead to fluctuation in freight rates.

(Source: Company Commissioned ILattice Report).

Due to the disruption caused by COVID-19 pandemic, aggregate ocean freight rate jumped to ~US$ 1,418 per TEU in FY22 and slightly declined to ~US$ 1,020 per TEU in FY23 (Source: Company Commissioned ILattice Report)

Due to prevailing competition in the sector and in endeavour to retain our customers, our inability to pass on to our customers any significant increases in freight and transportation costs could therefore materially and adversely affect our business, financial condition and results of operations. In certain cases, where we have annual contracts with our customers for logistics services and solutions, we may not be able to pass on increases in freight and transportation costs to such customers. Further, if any significant increases in freight and transportation costs borne by the customers could lead to temporary down-fall in volume of business, which may affect our business, financial condition and results of operations. We typically enter into monthly arrangements with shipping lines for fixing freight rates for cargo transported during the month and for pre-booking of volumes for honouring the contracts executed with our customers. Adverse fluctuations in freight rates may lead shipping lines to partially or fully renege on their contractual obligations, compelling us to secure alternative freight arrangements at spot rates, resulting in higher freight expenses. For instance, in September 2024, we had a prior arrangement with one of our customers at a committed freight rate of USD 560.00. However, due to fluctuations in freight rates, a shipping line quoted a rate of USD 900.00 for transporting fibre boards for the customer, resulting in a loss of USD 340.00. Vessel prices, charter rates, port fees, stevedoring expenses, fuel prices and container leasing costs represent a major portion of the total operating costs of most container shipping companies in the world, and an increase in such costs may adversely affect the financial position of these companies. Port fees and stevedoring expenses are constantly affected by various factors. Despite the fluctuations in these expenses, the overall trend

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in recent years has been one of increasing fees and expenses. Such increases could get passed on to us and may lead to increases in operating costs for our Companys operations which may adversely affect our profitability. The cost of fuel is subject to many economic and political factors that are beyond our Companys control. Certain factors such as the rising global demand for crude oil have resulted in an upward pressure on the price of fuel. An increase in the cost of fuel could adversely affect our Companys logistics business, financial position and operating results.

Fluctuation in foreign currency risk

We have operations across regions including, Asia, North America, Europe, South America, Africa and Australia and during the preceding three Fiscals, our operations were spread across one hundred and twenty five (125), one hundred (100) and eighty seven (87) countries, respectively. We are dependent upon our import as well as export operations for a significant portion of our revenue. Our inability to successfully manage our geographically diverse operations could adversely affect our business and results of operations.

A break up of the revenue of operations earned from our domestic and international operations of our Company during the Fiscals 2025, 2024 and 2023 have been provided below:

Particulars	Fiscal 2025		Fiscal 2024		Fiscal 2023
	Revenue from sale of products ( Rs in million)	% of Revenue from operations	Revenue from sale of products ( Rs in million)	% of revenue from operations	Revenue from sale of products ( Rs in million)	% of revenue from operations
Export operations	1,001.45	10.64	372.63	7.49	507.73	10.62
Domestic operations	8,401.28	89.36	4,599.14	92.51	4,275.00	89.38
Total	9,411.73	100.00	4,971.77	100.00	4,782.73	100.00

We will face foreign currency transaction risk to the extent that the amounts and relative proportions of various currencies in which our costs and liabilities are denominated deviate from the amounts and relative proportions of the various currencies in which our sales and assets are denominated. The impact of future exchange rate fluctuations among different currencies on our results of operations and financial condition cannot be accurately predicted, and our attempts to mitigate the adverse effects of exchange rate fluctuations may not be successful. Such exchange rate fluctuations may in the future have a material adverse effect on our business, results of operations, financial condition, cash flows and future prospects.

In addition, the policies of the Reserve Bank of India may also change from time to time, which may limit our ability to effectively hedge our foreign currency exposures and may have an adverse effect on our business, financial condition, cash flows and results of operations. In order to mitigate the risks relating to our international operations, we intend to enter into additional geographies. However, we may face competition in other countries from companies that may have more experience with operations in such countries or with international operations generally. Moreover, the growth in size or scope of our business, expansion of our footprint in existing regions in which we operate and entry into new geographies also may expose us to regulatory regimes with which we have no prior direct experience.

Geopolitical and economic instability

We have operations across regions including, Asia, North America, Europe, South America, Africa and Australia and during the Fiscals 2025, 2024 and 2023, our operations were spread across one hundred and twenty five (125), one hundred (100) and eighty seven (87) countries, respectively. Our business operations are dependent on the economic conditions of the other countries. Our inability to successfully manage our geographically diverse operations could adversely affect our business and results of operations.

Set out in the table below is a break-down of continent wise volumes generated by our Company during the Fiscals 2025, 2024 and 2023:

Continents	Fiscal 2025		Fiscal 2024		Fiscal 2023
	in TEUs	% of total volume	in TEUs	% of total volume	in TEUs	% of total volume
Asia	1,00,907	89.98	91,362	96.10	52,647	88.61
Continents	Fiscal 2025		Fiscal 2024		Fiscal 2023
	in TEUs	% of total volume	in TEUs	% of total volume	in TEUs	% of total volume
North America	4,230	3.78	1,584	1.67	4,096	6.89
Europe	2,352	2.10	908	0.96	790	1.33
South America	1,678	1.50	606	0.64	1,185	1.99
Africa	2,511	2.24	451	0.47	396	0.67
Australia	468	0.42	161	0.17	303	0.51
Total Volume	1,12,146	100.00	95,072	100.00	59,417	100.00

Global supply chain disruptions like natural disasters, geopolitical events, pandemics, or manufacturing shutdowns, led to delays and cancellations in shipments, as well as driving up freight rates. In recent years, the blockage of the Panama Canal, Black Sea and Red Sea, impacted merchandise trade routes, owing to climate change-induced drought in the canal led to contraction of in global merchandise trade. Apart from this, the ongoing war between Russia and Ukraine and the Israel-Hamas War, have also caused the contraction. China-Taiwan and US-China tensions could also possibly disrupt the supply chain. (Source: Company Commissioned lLattice Report)

Further, congestion at major ports across the world has become a critical issue, as ships arriving are unable to load or unload due to ports operating at full capacity. This forces vessels into long queues, resulting in significant delays and financial losses. In recent times, ships in Shanghai have had to wait as long as five days to berth, marking the highest logjams since the Covid-19 pandemic. (Source: Company Commissioned 1Lattice Report)

Key Performance Indicators

In addition to our financial results determined in accordance with Ind AS, we consider and use certain non GAAP financial measures and key performance indicators that are presented below as supplemental measures to review and assess our operating performance. Our management does not consider these non-GAAP financial measures and key performance indicators in isolation or as an alternative or substitutive to the Restated Financial Statements. We present these non-GAAP financial measures and key performance indicators because we believe they are useful to our Company in assessing and evaluating our operating performance, and for internal planning and forecasting purposes. We believe these non-GAAP financial measures could help investors as an additional tool to evaluate our ongoing operating results and trends with a more granular view of our financial performance.

The table below summaries the Key Performance Indicators (KPIs) for the periods indicated:

(Z in million except per share data or unless otherwise stated)

Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023*
Revenue from Operations?	9,411.73	4,971.77	4,782.73
EBITDA?	784.50	403.58	334.71
EBITDA Margin (%)<3)	8.34	8.12	7.00
PAT?	561.44	309.58	224.37
PAT Margin (%)<5)	5.97	6.23	4.69
EPS - Basic & Diluted?	7.02	3.87	65.92
Total Borrowings?	221.41	80.81	306.12
Net worth?	985.29	423.51	115.17
ROE (%)<9)	56.98	73.10	194.82
ROCE (%)<10)	72.58	95.91	256.67
Debt - Equity Ratio?)	0.22	0.19	2.66
Working Capital Days<12)	29	17	5
Throughput Volumes (TEUs)<iy>	1,12,146	95,072	59,417

As certified by M/s CNGSN & Associates LLP, Chartered Accountants, Statutory Auditors of our Company, vide their certificate dated September 22, 2025.

*The figures of Fiscals 2023 cannot be benchmarked and weighed considering that our Company has been formed from conversion of Partnership Firm into company vide a certificate of incorporation dated April 18, 2022. Our Company was earlier operating as a partnership firm till August 31, 2022 in the name of "M/s. Glottis ". The practical business transfer as such has taken place from September 1, 2022 and all the balances are transferred from Firm to our Company on that date. The capital and reserves have been disclosed accordingly.

Notes:

1) Revenue from operations is calculated as revenue from export and import service which includes revenue from freight, clearing and forwarding and transport services as per the Restated Financial Statements;

2) EBITDA means Earnings before interest, taxes, depreciation and amortisation expense, which has been arrived at by obtaining the profit before tax/ (loss) for the year and adding back finance costs, depreciation and amortisation and impairment expense and reducing other income;

3) EBITDA Margin is calculated as EBITDA as a percentage of revenue from operations;

4) PAT represents total profit after tax for the year / period;

5) PAT Margin is calculated as PAT divided by revenue from operations;

6) Basic and Diluted EPS = In accordance with IND AS 33, Basic earnings per share is calculated by dividing the restated profit or loss for the year/ period attributable to equity shareholders by the weighted average number of Equity Shares outstanding during the year/period; Diluted EPS ( Rs ) = In accordance with Ind AS 33, Diluted earnings is calculated by dividing the restated profit/(loss) for the year / period attributable to equity shareholders of the company by the weighted average number of Equity Shares outstanding during the year/ period as adjusted for the effects of all dilutive potential Equity Shares during the year/ period and effect of sub-division of shares and bonus share have also been provided while computing the weighted average number of shares;.

7) Total Borrowings are calculated as total of current and non-current borrowings;

8) "Net worth " means the aggregate value of the paid up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include reserves created out of revaluation ofassets, write back ofdepreciation and amalgamation, in accordance with Regulation 2(1) (hh) of the SEBIICDR Regulations.

9) ROE is calculated as PAT divided by net worth

10) ROCE is calculated as EBIT divided by capital employed where (i) EBIT means EBITDA minus depreciation and amortisation expense and (ii) Capital employed means Net worth as defined in (8) above + total current & non-current borrowings- cash and cash equivalents and other bank balances;

11) Debt Equity Ratio: This is defined as total debt divided by total equity. Total debt is the sum of total current & non-current borrowings; total equity means sum of equity share capital and other equity;

12) Working Capital Days describes the number of days it takes for us to convert our working capital into revenue and is calculated by deducting trade payable days from trade receivable days. Trade receivables days have been calculated as trade receivables divided by revenue from operations multiplied by 365 days for the complete fiscal years. Trade payables days have been calculated as trade payables divided by direct expenses multiplied by 365 days for the complete fiscal years

13) Throughput volume refers to consolidated number of TEUs transported during a specified period

Material Accounting Policies

1. Corporate Information

Glottis Limited ("the company" or “Glottis”), is a Public Limited Company incorporated under the Companies Act, 2013 and domiciled in India and has its registered office at Chennai, Tamilnadu, India. As of March 31, 2025, the companys authorized share capital stands at Rs. 250 Million and the paid up capital stands at Rs. 160 Million Glottis Limited is primarily engaged in the provision of freight forwarding and logistical services, along with associated business operations. The company was initially established as a partnership firm named "Glottis" on June 24, 2004. Subsequently, it was converted into a private limited company on April 18, 2022, with business operations taking over from September 01, 2022. The final transformation to a public limited company, Glottis Limited, was effected on May 14, 2024.

2. Basis of preparation of financial statements

2.1. Statement of compliance

These restated financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values, the provisions of the Companies Act, 2013 (‘the Act) (to the extent notified). The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016..

2.2. Basis of preparation and presentation

The restated financial information of the Company comprise of restated statement of assets and liabilities as at March 31,2025, March 31, 2024 and March 31, 2023, the restated statement of profit and loss account including other comprehensive income, restated cash flows and restated changes in equity for the years ended March 31,2025, March 31, 2024 and March 31, 2023 and summary of Material Accounting policies and explanatory notes and notes to the restated financial information (collectively, the restated financial information).

These Restated Financial Information have been prepared by the Management of the company for the purpose of preparation of the restated financial information as required under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time (the “ICDR Regulations”), which will be included in the Red Herring Prospectus (RHP) and Prospectus in connection with its proposed Initial Public Offer (“IPO”) in the terms of the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act");

(b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "ICDR Regulations"); and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (ICAI), as amended (the “Guidance Note”).

In accordance with the notification dated February 16, 2015, issued by Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards notified under Section 133 of the Companies Act, 2013, as amended (the "Act") read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS") since the company is in process of listing with effect from 01 April 2024. Accordingly, the transition date for adoption of Ind AS is 01 April 2023.

These Restated Financial Information have been compiled by the Management from:

a) The Special purpose financial statements as at and for the year ended March 31, 2025 (the "Special Purpose Financial Statements 2025") as per following basis, which have been approved by the Board of Directors at their meeting held on September 12, 2025

b) The Special purpose financial statements as at and for years ended March 31, 2024 and March 31, 2023 (the “Special Purpose Financial Statements 2024”) as per following basis, which have been approved by the Board of Directors at their meeting held on January 29, 2025

For the purpose of the Special Purpose Financial Statements for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 of the company, the transition date is considered as April 01, 2021, which is different from the transition date adopted by the Company at the time of first time transition to Ind AS (i.e. April 01, 2023) for the purpose of preparation of the Statutory Financial Statements as required under the Act. Accordingly, the Company has applied the same accounting policy and accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind AS 101, as applicable) as on April 01, 2021 for the Special Purpose Financial Statements, as adopted on transition date, i.e., April 01, 2023.

As such, the Special Purpose Financial Statements for the year ended March 31, 2025 are prepared considering the accounting principles stated in Ind AS, as adopted by the Company and described in subsequent paragraphs The Special Purpose Financial Statements have been prepared solely for the purpose of preparation of Restated Financial Information for inclusion in Offer Documents in relation to the proposed IPO, which requires financial statements of all the periods included, to be presented under Ind AS. As such, these Special Purpose Financial Statements are not suitable for any other purpose other than for the purpose of preparation of the Restated Financial Information and are also not financial statements prepared pursuant to any requirements under Section 129 of the Act.

The above Special Purpose Financial Statements have been prepared by making Ind AS adjustments as mentioned above to the audited Indian GAAP. Financial statements of the Company as at and for the year ended March 31, 2025, March 31, 2024 and September 2022 to March 31, 2023 prepared in accordance with Indian GAAP (the “Statutory Indian GAAP Financial Statements”) which was approved by the Board of directors at their meeting held on July 18, 2025, August 20, 2024 & October 9,2023 respectively and Financials statements of the Partnership firm for the period/ year ended August 2022 prepared in accordance and audited under Section 44AB of Income Tax, 1961, dated October 21, 2023.

The Restated Financial Information have been prepared to contain information / disclosures and incorporating adjustments set out below in accordance with the ICDR Regulations:

a. Adjustments for audit qualifications requiring corrective adjustments in the financial statements, if any;

b. Adjustments for reclassification of the corresponding items of income, expenses, assets and liabilities, in order to bring them in line with the Companys disclosures as per the audited financial statements of the Company as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 and the requirements of the SEBI Regulations, if any;

c. Adjustments for the changes in accounting policies retrospectively in respective financial periods to reflect the same accounting treatment as per changed accounting policy for all the reporting periods; and

d. The resultant impact of tax due to the aforesaid adjustments, if any.

Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

These Restated financial statements were approved by the Companys Board of Directors for issue on September 12, 2025.

2.3. Functional and presentation currency

These financial statements are presented in Indian Rupees (INR or Rs.), which is also the Companys functional currency. All financial information presented in INR has been rounded to the nearest million (up to two decimals), unless otherwise stated.

2.4. Use of estimates and management judgments and Estimation Uncertainty

The preparation of financial statements in conformity with Indian Accounting Standards (IndAS) requires management to make judgments, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses during the period and the disclosure of contingent liabilities on the date of the financial statements. Actual results could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Any revision to accounting estimates is recognised prospectively in current and future periods.

Information about significant areas of estimation, uncertainty and critical judgements used in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included in the following notes:

a. Property, Plant and Equipment (PPE)

The residual values and estimated useful life of PPEs are assessed by the technical team at each reporting date by taking into account the nature of asset, the estimated usage of the asset, the operating condition of the asset, past history of replacement and maintenance support. Upon review, the management accepts the assigned useful life and residual value for computation of depreciation/amortization. Also, management judgement is exercised for classifying the asset as investment property or vice versa.

b. Current tax

Calculations of income taxes for the current period are done based on applicable tax laws and managements judgement by evaluating positions taken in tax returns and interpretations of relevant provisions of law.

c. Deferred Tax Assets

Significant management judgement is exercised by reviewing the deferred tax assets at each reporting date to determine the amount of deferred tax assets that can be retained / recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

d. Fair value

Management uses valuation techniques in measuring the fair value of financial instruments where active market quotes are not available. In applying the valuation techniques, management makes maximum use of market inputs and uses estimates and assumptions that are, as far as possible, consistent with observable data that market participants would use in pricing the instrument. Where applicable data is not observable, management uses its best estimate about the assumptions that market participants would make. These estimates may vary from the actual prices that would be achieved in an arms length transaction at the reporting date.

e. Impairment of Trade Receivables

The impairment for trade receivables are done based on assumptions about risk of default and expected loss rates. The assumptions, selection of inputs for calculation of impairment are based on management judgement considering the past history, market conditions and forward looking estimates at the end of each reporting date.

f. Impairment of Non-financial assets (PPE)

The impairment of non-financial assets is determined based on estimation of recoverable amount of such assets. The assumptions used in computing the recoverable amount are based on management judgement considering the timing of future cash flows, discount rates and the risks specific to the asset.

g. Defined Benefit Plans and Other long term benefits

The cost of the defined benefit plan and other long term benefits, and the present value of such obligation are determined by the independent actuarial valuer. An actuarial valuation involves making various assumptions that may differ from actual developments in future. Management believes that the assumptions used by the actuary in determination of the discount rate, future salary increases, mortality rates and attrition rates are reasonable. Due to the complexities involved in the valuation and its long term nature, this obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

h. Provisions and contingencies

The recognition and measurement of other provisions are based on the assessment of the probability of an outflow of resources, and on past experience and circumstances known at the reporting date. The actual outflow of resources at a future date may therefore vary from the figure estimated at end of each reporting period.

2.5. Recent accounting pronouncements New amendments issued but not effective

The Ministry of Corporate Affairs vide notification dated 9 September 2024 and 28 September 2024 notified the Companies (Indian Accounting Standards) Second Amendment Rules, 2024 and Companies (Indian Accounting Standards) Third Amendment Rules, 2024, respectively, which amended/ notified certain accounting standards (see below), and are effective for annual reporting periods beginning on or after 1 April 2024:

•Insurance contracts - Ind AS 117; and

•Lease Liability in Sale and Leaseback - Amendments to Ind AS 116

These amendments did not have any material impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.

2.6. Material Accounting Policy Information

a. Current versus non-current classification

The Company presents assets and liabilities in the balance sheet based on current/ non-current classification.

An asset is treated as current when it is:

i) Expected to be realised or intended to be sold or consumed in normal operating cycle

ii) Held primarily for the purpose of trading

iii) Expected to be realised within twelve months after the reporting period, or

iv) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period

All other assets are classified as non-current.

A liability is treated as current when:

i) It is expected to be settled in normal operating cycle

ii) It is held primarily for the purpose of trading

iii) It is due to be settled within twelve months after the reporting period, or

iv) There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Company has identified 12 months as its operating cycle.

b. Fair value measurement

The Company has applied the fair value measurement wherever necessitated at each reporting period.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

i) In the principal market for the asset or liability;

ii) In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non - financial asset takes into account a market participants ability to generate economic benefits by using the asset in its highest and the best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 : Quoted (unadjusted) market prices in active market for identical assets or liabilities;

Level 2 : Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and

Level 3 : Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The Company has designated the respective team leads to determine the policies and procedures for both recurring and non - recurring fair value measurement. External valuers are involved, wherever necessary with the approval of Companys board of directors. Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained.

For the purpose of fair value disclosure, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risk of the asset or liability and the level of the fair value hierarchy as explained above. The component wise fair value measurement is disclosed in the relevant notes.

c. Revenue Recognition

1. Operating Revenue:

1.1 Basis of Revenue Recognition

The Company, being primarily engaged in the business of Freight Forwarding, recognizes revenue in accordance with Ind AS 115 — "Revenue from Contracts with Customers", wherein it acts as a principal in providing freight forwarding services. The Company assumes control over the freight forwarding process and assumes full responsibility for fulfilling transportation obligations. It also bears risks associated with these services, including pricing risk, non-performance, delays, and liability for damages, prior to transferring the service to the customer. As evidence of assuming these risks, the Company issues a House Bill of Lading (HBL) to customers, confirming its contractual obligation in the freight forwarding arrangement. Additionally, the Company books freight slots in advance, thereby assuming inventory risk, and independently negotiates pricing with customers. Unlike in an agent relationship, the Company does not earn commission but instead generates revenue from direct service provision.

1.2 Gross Revenue Recognition as Principal

In accordance with Ind AS 115, the Company recognizes revenue on a gross basis as it qualifies as a principal under the following conditions:

1.2.1 The Company has discretion in determining the price charged to customers.

1.2.2 The Company assumes inventory risk, such as pre-booking freight slots without confirmed customer bookings.

1.2.3 The Company is primariIy responsible for fulfilling the performance obligation, ensuring that shipments are transported as contracted.

Given these factors, the Company invoices customers for the full freight forwarding charges and recognizes the corresponding revenue on a gross basis rather than as commission-based earnings.

1.3 Timing of Revenue Recognition

Revenue from freight forwarding services is recognized either at a point in time or over time, depending on the contractual terms with the customer:

• If control over the service is transferred progressively and the customer benefits as the service is performed, revenue is recognized over time.

• If control is transferred only upon completion of transportation (e.g., upon delivery of goods), revenue is recognized at a point in time.

• Revenue is recognized only to the extent that it is highly probable that a significant reversal will not occur. The freight costs incurred for slot bookings are recognized as an expense in the period in which the corresponding freight service is provided.

1.4 Measurement of Revenue

Revenue is measured at the transaction price agreed upon in the contract, considering the contractual terms of payment. The invoice value consists of the transaction price for the services rendered after adjusting for discounts, volume rebates, and other price concessions, deducting for reimbursements of expenses, to the extent they are received at actuals, exclusions of applicable taxes, which are recoverable from the relevant government authorities.

This policy ensures compliance with Ind AS 115 and appropriately reflects the financial performance of the Company in its capacity as a principal in freight forwarding services.

2. Interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortised cost of a financial liability. When calculating the effective interest rate, the Company estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) but does not consider the expected credit losses.

3. ‘Unbilled revenues included in other current financial assets represent the portion of revenue which is yet to be billed to the customer

d. Property, plant and equipment and capital work in progress Presentation

Property, plant and equipment and capital work in progress are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing part of the plant and equipment and borrowing costs of a qualifying asset, if the recognition criteria are met. When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives. All other repair and maintenance costs are recognised in profit or loss as incurred.

Advances paid towards the acquisition of tangible assets outstanding at each balance sheet date, are disclosed as capital advances under long term loans and advances and the cost of the tangible assets not ready for their intended use before such date, are disclosed as capital work in progress.

Transition to Ind AS

On transition to IndAS, the Company has elected to continue with the carrying value of all its property, plant and equipment as at April 1, 2021 (the date of transition) as per previous GAAP and use that carrying value as the deemed cost of intangible assets.

Component Cost

All material/ significant components have been identified for the plant and have been accounted separately. The useful life of such component are analysed independently and wherever components are having different useful life other than plant they are part of, useful life of components are considered for calculation of depreciation.

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Company and its cost can be measured reliably. The costs of repairs and maintenance are recognised in the statement of profit and loss as incurred.

Machinery spares/ insurance spares that can be issued only in connection with an item of fixed assets are capitalised. Replacement of such spares is charged to revenue. Other spares are charged as revenue expenditure as and when consumed.

Derecognition

Gains or losses arising from derecognition of property, plant and equipment are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.

e. Depreciation on property, plant and equipment

Depreciation is the systematic allocation of the depreciable amount of an asset over its useful life. The depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less 5% being its residual value.

Depreciation is provided on straight line method, over the useful lives of the assets as stated in Schedule II to the Companies Act, 2013, as follows :-

Asset class	Useful Life
Buildings	30 years
Plant and Machinery ,equipment	15 years
Furniture & Fixtures	10 years
Vehicles	8 years
Lease Hold Property - Building	As per Terms of Lease
Lease Hold Property - Office Equipments	As per Terms of Lease
Lease Hold Property - Furniture & Fixures	As per Terms of Lease
Lease Hold Property - Plant & Machinery	As per Terms of Lease
Computers & Software	3 years
Asset class	Useful Life
Office Equipments	5 years
Electrical Equipment & fittings	5 years

Depreciation for PPE on additions is calculated on pro-rata basis from the date of such additions. For deletion/ disposals, the depreciation is calculated on pro-rata basis up to the date on which such assets have been discarded/ sold. Additions to fixed assets, costing Rs. 10,000/- each or less are fully depreciated.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

f. Intangible assets Presentation

Intangible assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Transition to Ind AS

On transition to IndAS, the Company has elected to continue with the carrying value of all its intangible assets recognised as at April 1, 2021 as per previous GAAP and use that carrying value as the deemed cost of intangible assets.

Derecognition

Gains or losses arising from derecognition of intangible assets are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized.

Amortisation

The intangible assets are amortised on straight line method, over their estimated useful life of 3 years.

g. Financial Instruments

Financial assets and financial liabilities are recognised when an entity becomes a party to the contractual provisions of the instruments.

Financial assets

Initial recognition and measurement

All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Company commits to purchase or sell the asset.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified on the basis of their contractual cash flow characteristics and the entitys business model of managing them.

Financial assets are classified into the following categories:

(i) Financial instruments other than equity instruments at amortised cost

(ii) Financial instruments other than equity instruments at fair value through other comprehensive income (FVTOCI)

(iii) Financial instruments other than equity instruments, derivatives and equity instruments at fair value through profit or loss (FVTPL)

(iv) Equity instruments measured at fair value through other comprehensive income (FVTOCI)

h. Financial instruments other than equity instruments at amortised cost

The Company classifies a financial instruments other than equity instruments as at amortised cost, if both the following conditions are met:

a. The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows; and

b. Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

Such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss. The losses arising from impairment are recognised in the profit or loss.

Financial instruments other than equity instruments at FVTOCI

The Company classifies a financial instrument other than equity at FVTOCI, if both of the following criteria are met:

a. The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and

b. The assets contractual cash flows represent SPPI.

Financial instruments other than equity instruments included within the FVTOCI category are measured as at each reporting date at fair value. Fair value movements are recognized in the other comprehensive income (OCI). However, the group recognizes interest income, impairment losses and reversals and foreign exchange gain or loss in the profit and loss statement. On derecognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to profit and loss. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the EIR method.

Financial instruments other than equity instruments at FVTPL

The Company classifies all financial instruments other than equity instruments, which do not meet the criteria for categorization as at amortized cost or as FVTOCI, as at FVTPL.

Financial instruments other than equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the profit and loss.

Equity investments

All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading are classified as at FVTPL. Where the Company makes an irrevocable election of equity instruments at FVTOCI, it recognises all subsequent changes in the fair value in other comprehensive income, without any recycling of the amounts from OCI to profit and loss, even on sale of such investments.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the profit and loss.

Financial assets are measured at FVTPL except for those financial assets whose contractual terms give rise to cash flows on specified dates that represents solely payments of principal and interest thereon, are measured as detailed below depending on the business model:

Classification	Name of the financial asset
Amortised cost	Trade receivables, loans, other deposits, interest receivable and other advances recoverable in cash

A financial asset is primarily derecognised when:

a. The rights to receive cash flows from the asset have expired, or

b. The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

Impairment of financial assets

In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:

a) Financial assets that are other than equity instruments, and are measured at amortised cost e.g., loans, debt securities, deposits, trade receivables and bank balance.

b) Financial assets that are other than equity instruments and are measured at FVTOCI

c) Trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind AS 115

The Company follows ‘simplified approach for recognition of impairment loss allowance on:

a. Trade receivables or contract revenue receivables; and

b. All lease receivables resulting from transactions within the scope of Ind AS 116

The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime Expected Credit Loss (ECL) at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12 months ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12 months ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date.

ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. When estimating the cash flows, the Company considers all contractual terms of the financial instrument (including prepayment, extension, call and similar options) over the expected life of the financial instrument and Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms. ECL allowance (or reversal) recognized during the period is recognized as income/ expense in the statement of profit and loss, net of lien available on securities held against the receivables. This amount is reflected under the head ‘other expenses in the profit and loss. The balance sheet presentation for various financial instruments is described below:

a. Financial assets measured as at amortised cost, contractual revenue receivables and lease receivables: ECL is presented as an allowance, which reduces the net carrying amount. Until the asset meets writeoff criteria, the Company does not reduce impairment allowance from the gross carrying amount.

For assessing increase in credit risk and impairment loss, the company combines financial instruments on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be identified on a timely basis.

For impairment purposes, significant financial assets are tested on individual basis at each reporting date. Other financial assets are assessed collectively in groups that share similar credit risk characteristics. Accordingly, the impairment testing is done retrospectively on the following basis:

Name of the financial asset	Impairment Testing Methodology
Trade Receivables	Expected Credit Loss model (ECL) is applied. The ECL over lifetime of the assets are estimated by using a provision matrix which is based on historical loss rates reflecting current conditions and forecasts of future economic conditions which are grouped on the basis of similar credit characteristics such as nature of industry, customer segment, past due status and other factors that are relevant to estimate the expected cash loss from these assets.
Other financial assets	When the credit risk has not increased significantly, 12 month ECL is used to provide for impairment loss. When there is significant change in credit risk since initial recognition, the impairment is measured based on probability of default over the life time. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12 month ECL.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at FVTPL and as at amortised cost. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Companys financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, financial guarantee contracts.

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at FVTPL

Financial liabilities at FVTPL include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in the profit or loss.

For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ loss are not subsequently transferred to profit and loss. However, the company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit or loss. The company has not designated any financial liability as at fair value through profit and loss.

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Derecognition of financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

Reclassification of financial assets

The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. The Companys senior management determines change in the business model as a result of external or internal changes which are significant to the Companys operations. Such changes are evident to external parties. A change in the business model occurs when the Company either begins or ceases to perform an activity that is significant to its operations. If the Company reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Company does not restate any previously recognised gains, losses (including impairment gains or losses) or interest.

The following table shows various reclassification and how they are accounted for:

	Revised classification	Accounting treatment
1 Amortised cost	FVTPL	Fair value is measured at reclassification date. Difference between previous amortized cost and fair value is recognised in P&L.
2 FVTPL	Amortised Cost	Fair value at reclassification date becomes its new gross carrying amount. EIR is calculated based on the new gross carrying amount.
3 Amortised cost	FVTOCI	Fair value is measured at reclassification date. Difference between previous amortised cost and fair value is recognised in OCI. No change in EIR due to reclassification.
4 FVTOCI	Amortised cost	Fair value at reclassification date becomes its new amortised cost carrying amount. However, cumulative gain or loss in OCI is adjusted against fair value. Consequently, the asset is measured as if it had always been measured at amortised cost.
5 FVTPL	FVTOCI	Fair value at reclassification date becomes its new carrying amount. No other adjustment is required.
6 FVTOCI	FVTPL	Assets continue to be measured at fair value. Cumulative gain or loss previously recognized in OCI is reclassified to P&L at the reclassification date.

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet, if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

Foreign currency transactions and translations

Transactions and balances

Transactions in currencies other than the entitys functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. However, for practical reasons, the Company uses an average rate, if the average approximates the actual rate at the date of the transaction.

324

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Exchange differences arising on settlement or translation of monetary items are recognised in profit or loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).

The Company enters into forward exchange contract to hedge its risk associated with foreign currency fluctuations. The forward contracts are marked to market and recognised in the profit or loss. In case of monetary items which are covered by forward exchange contract, the difference between the yearend rate and rate on the date of the contract is recognized as exchange difference. Any profit or loss arising on cancellation of a forward exchange contract is recognized as income or expense for that year.

i. Borrowing Costs

Borrowing cost include interest computed using effective interest rate method, amortisation of ancillary costs incurred and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.

Borrowing costs that are directly attributable to the acquisition, construction, production of a qualifying asset are capitalised as part of the cost of that asset which takes substantial period of time to get ready for its intended use. The Company determines the amount of borrowing cost eligible for capitalisation by applying capitalisation rate to the expenditure incurred on such cost. The capitalisation rate is determined based on the weighted average rate of borrowing cost applicable to the borrowings of the Company which are outstanding during the period, other than borrowings made specifically towards purchase of the qualifying asset. The amount of borrowing cost that the Company capitalises during the period does not exceed the amount of borrowing cost incurred during that period. All other borrowings costs are expensed in the period in which they occur.

Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in the statement of profit and loss in the period in which they are incurred.

j. Taxes Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted, at the reporting date in the countries where the Company operates and generates taxable income.

Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

k. Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences.

Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised. Where there is deferred tax assets arising from carry forward of unused tax losses and unused tax credit, they are recognised to the extent of deferred tax liability.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

l. Retirement and other employee benefits Short-term employee benefits

A liability is recognised for short-term employee benefit in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Defined contribution plans

Retirement benefit in the form of provident fund is a defined contribution scheme. The Company has no obligation, other than the contribution payable to the provident fund. The Company recognizes contribution payable to the provident fund scheme as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.

Defined benefit plans

The Company operates a defined benefit gratuity plan in India, which requires contributions to be made to a separately administered fund. The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method.

Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.

Compensated absences

The Company has a policy on compensated absences which are both accumulating and non-accumulating in nature. The expected cost of accumulating compensated absences is determined by actuarial valuation performed by an independent actuary at each balance sheet date using projected unit credit method on the additional amount expected to be paid / availed as a result of the unused entitlement that has accumulated at the balance sheet date. Expense on non-accumulating compensated absences is recognized in the period in which the absences occur.

Other long term employee benefits

Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Company in respect of services provided by the employees up to the reporting date.

m. Leases

The Company has adopted Ind AS 116 "Leases" as notified by MCA as on March 30, 2019. The MCA via this notification requires all entities to apply Ind AS 116 from Accounting period April 01, 2021. The entity has elected the "modified retrospective" approach for adopting Ind AS 116 and hence, the comparative information relating to prior years is restated.

The Company has elected not to apply the requirements of Ind AS 116 Leases to short term leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term.

a) Initial measurement

Lease liability is initially recognised and measured at an amount equal to the present value of minimum lease payments during the lease term that are not yet paid. Right-of-use asset is recognized and measured at cost, consisting of initial measurement of lease liability plus any lease payments made to the lessor at or before the commencement date less any lease incentives received, initial estimate of restoration costs and any initial direct costs incurred by the lessee.

b) Subsequent measurement

The lease liability is measured in subsequent periods using the effective interest rate method. Right-of-use asset is depreciated in accordance with requirements in Ind AS 16, Property, Plant and equipment.

n. Impairment of non financial assets

The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the assets recoverable amount. An assets recoverable amount is the higher of an assets or cash-generating units (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

o. Provisions, contingent liabilities and contingent asset Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Provisions are discounted, if the effect of the time value of money is material, using pre-tax rates that reflects the risks specific to the liability. When discounting is used, an increase in the provisions due to the passage of time is recognised as finance cost. These provisions are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Necessary provision for doubtful debts, claims, etc., are made, if realisation of money is doubtful in the judgement of the management.

Contingent liability

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. Contingent liabilities are disclosed separately.

Show cause notices issued by various Government authorities are considered for evaluation of contingent liabilities only when converted into demand.

Contingent assets

Where an inflow of economic benefits is probable, the Company discloses a brief description of the nature of the contingent assets at the end of the reporting period, and, where practicable, an estimate of their financial effect. Contingent assets are disclosed but not recognised in the financial statements.

p. Cash and cash equivalents

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances with original maturity of less than 3 months, highly liquid investments that are readily convertible into cash, which are subject to insignificant risk of changes in value.

Cash Flow Statement

Cash flows are presented using indirect method, whereby profit / (loss) before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments.

Bank borrowings are generally considered to be financing activities. However, where bank overdrafts which are repayable on demand form an integral part of an entitys cash management, bank overdrafts are included as a component of cash and cash equivalents for the purpose of Cash flow statement.

q. Earnings per share

The basic earnings per share are computed by dividing the net profit for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period.

Diluted EPS is computed by dividing the net profit after tax by the weighted average number of equity shares considered for deriving basic EPS and also weighted average number of equity shares that could have been issued upon conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date. Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for bonus shares, as appropriate.

Principle components of Revenue and Expenditure on the basis of our Restated Financial Statements

The following descriptions set forth information with respect to key components of our income statement. Revenue

Revenue from operations

Revenue from operations comprises revenue from export and import service which includes revenue from freight, clearing and forwarding and transport services.

Below is the breakdown of our revenue from operations based on the Restated Financial Statements-

(Z in million)

Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
Revenue from Operations
Income from Export Service	1,001.45	372.63	507.73
Income from Domestic Service	8,410.28	4,599.14	4,275.00
Total	9,411.73	4,971.77	4,782.73
Nature of Revenue
Income from Freight	7,092.11	3,012.69	3,557.70
Income from Clearing & Forwarding	2,001.31	1,823.74	1,154.40
Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
Income from Transport	318.31	135.34	70.63
Total	9,411.73	4,971.77	4,782.73

Other income

Other income primarily comprises of interest income on IT refund, interest on term deposit, interest income on lease deposit, profit on sale of investment, forex gain, , profit on sale of ppe, gain/ (loss) on derecogntion of lease asset / liability and miscellaneous income.

Below is the breakdown of other income based on the Restated Financial Statements

(Z in million)

Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
Interest income on IT Refund	1.07	-	-
Interest on Term Deposit	2.17	8.54	3.23
Interest Income on Lease Deposit	0.06	0.01	0.01
Profit on Sale of Investments	-	-	1.50
Forex Gain	7.19	13.59	-
Profit on Sale of PPE	1.39	-	-
Reversal of Allowance for Expected Credit loss	1.62
Gain/ (Loss) on derecogntion of lease Asset / Liability	0.04	-	-
Miscellaneous Income	0.19	-	0.19
Total	13.73	22.14	4.93

Expenses

Our expenses comprises cost of services rendered, employee benefit expenses, finance costs, depreciation and amortization expense and other expenses.

Cost of Services Rendered

Below is the breakdown of Cost of Services Rendered based on the Restated Financial Statements:

(Rs in million)

Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
Freight Expenses	6,076.57	2,574.55	2,982.18
Clearing & Forwarding Expenses	1,954.77	1,633.60	1,251.68
Transport Charges	257.52	152.30	71.52
Total	8,288.86	4,360.45	4,305.38

Employee benefit expenses

Employee benefit expenses primarily comprises salaries, wages, bonus and other allowances, directors remuneration, contribution to provident and other funds, gratuity and compensated absences expenses and staff welfare expenses.

Finance costs

Finance costs primarily comprises interest on loan (including processing charges on loan), interest on delayed of payment of income taxes and lease interest expenses.

Depreciation and amortisation expenses

Depreciation and amortisation expenses comprises of depreciation on property, plant and equipment, amortization on right of use assets and amortization on intangible assets.

Other expenses

Other expenses comprise primarily commission, professional & consultancy charges, travelling expenses, rates and taxes, CSR expenses, forex losses, rent, office maintenance expenses, allowances for expected credit loss,

repairs and maintenance - vehicles, bank charges, power & fuel, conveyance expenses and miscellaneous expenses including directors sitting fees, printing and stationery, annual maintenance charges, payment to auditors, business promotion expenses, repairs and maintenance - others, postage and courier, communication expenses, insurance, repairs and maintenance - computers, donation, among others.

Below is the breakdown of other expenses based on the Restated Financial Statements

(€ in million)

Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
Commission	84.95	64.09	41.16
Professional & Consultancy charges	41.69	4.80	2.11
Travelling expenses	7.56	2.48	2.04
CSR Expenses	5.50	2.90	-
Bank Charges	4.63	3.02	2.74
Rates and Taxes	4.28	1.37	1.32
Rent	4.21	4.63	3.95
Office Maintenance Expenses	3.71	2.05	1.31
Repairs & maintenance - Vehicles	3.00	3.71	2.12
Business promotion expenses	2.53	0.22	1.27
Conveyance Expenses	2.17	1.49	0.78
Directors Sitting fees	1.85	-	-
Power and fuel	1.76	0.93	0.32
Miscellaneous expenses	8.57	10.58	10.78
Total	176.41	102.27	69.90

RESULTS OF OPERATIONS

The following table sets forth our income statement data, the components of which are also expressed as a percentage of Total Income for the periods indicated below:

Particulars	Fiscal 2025		Fiscal 2024		Fiscal 2023
	Amount ( Rs in million)	% of Total Income	Amount ( Rs in million)	% of Total Income	Amount ( Rs in million)	% of Total Income
INCOME
Revenue from Operations	9,411.73	99.85	4,971.77	99.56	4,782.73	99.90
Other Income	13.73	0.15	22.14	0.44	4.93	0.10
Total Income	9,425.46	100.00	4,993.91	100.00	4,787.66	100.00
EXPENSES
Cost of Services Rendered	8,288.86	87.94	4,360.45	87.32	4,305.38	89.93
Employee benefits expense	161.96	1.72	105.47	2.11	72.75	1.52
Finance costs	23.38	0.25	2.75	0.06	0.40	0.01
Depreciation and amortization expense	16.21	0.17	7.37	0.15	6.05	0.13
Other expenses	176.41	1.87	102.27	2.05	69.90	1.46
Total Expenses	8,666.82	91.95	4,578.31	91.68	4,454.48	93.04
Profit before exceptional and extraordinary items and tax	758.64	8.05	415.60	8.32	333.18	6.96
Exceptional and extraordinary items	-	-	-	-	-	-
Profit before tax	758.64	8.05	415.60	8.32	333.18	6.96
Tax expense:
Current tax	194.44	2.06	109.07	2.18	108.22	2.26
Deferred tax	2.76	0.03	(3.05)	(0.06)	0.59	0.01
Profit for the year	561.44	5.96	309.58	6.20	224.37	4.69

Results of Operations for Fiscal 2025 compared with Fiscal 2024

(€ in million)

Particulars	Fiscal 2025	Fiscal 2024	Change %
INCOME
Particulars	Fiscal 2025	Fiscal 2024	Change %
Revenue from Operations	9,411.73	4,971.77	89.30
Other Income	13.73	22.14	-37.99
Total Income	9,425.46	4,993.91	88.74
EXPENSES
Cost of Services Rendered	8,288.86	4,360.45	90.09
Employee benefits expense	161.96	105.47	53.56
Finance costs	23.38	2.75	750.53
Depreciation and amortization expense	16.21	7.37	119.94
Other expenses	176.41	102.27	72.50
Total Expenses	8,666.82	4,578.31	89.30
Profit before exceptional items and tax	758.64	415.60	82.54
Exceptional Items	-	-	-
Profit before tax	758.64	415.60	82.54
Tax expense:
Current tax	194.44	109.07	78.26
Deferred tax	2.76	(3.05)	(190.45)
Profit for the year	561.44	309.58	81.36

Total Income

The total income increased by 88.74% to 9,425.46 million in Fiscal 2025 from 4.31% to Rs 4,993.91 million in Fiscal 2024 primarily on account of the following:

Revenue from Operations

Below is the breakup of our revenue from operations for Fiscal 2025 and Fiscal 2024

(Z in million)

Particulars	Fiscal 2025	Fiscal 2024	Change %
Income from Export Service	1,001.45	372.63	168.75
Income from Domestic Service	8,401.28	4,599.14	82.87
Revenue from Operations	9,411.73	4,971.77	89.30
Nature of Revenue
Income from Freight	7,092.11	3,012.69	135.41
Income from Clearing & Forwarding	2,001.31	1,823.74	9.74
Income from Transport	318.31	135.34	135.19
Revenue from Operations	9,411.73	4,971.77	89.30

Our revenue from operations increased by 89.30% from Rs 4,971.77 million in Fiscal 2024 to Rs 9,411.73 million in Fiscal 2025, primarily attributed to increase in income from export services from Rs 372.63 million in Fiscal 2024 to Rs 1,001.45 million in Fiscal 2025 and increase in income from domestic services from Rs 4,599.14 million in Fiscal 2024 to Rs 8,401.28 million in Fiscal 2025.

The income from freight increased by 135.41 % from Rs 3,012.69 million in Fiscal 2024 to Rs 7,092.11 million in Fiscal 2025, income from clearing and forwarding increased by 9.74% from Rs 1,823.74 million in Fiscal 2024 to Rs 2,001.31 million in Fiscal 2025, income from transport increased by 135.19% from Rs 135.34 million in Fiscal 2024 to Rs 318.31 million in Fiscal 2025. The overall Throughput TEUs increased from 95,072 TEUs in Fiscal 2024 to 112,146 TEUS in Fiscal 2025.

Other Income

Other income decreased by 37.99% from Rs 22.14 million in Fiscal 2024 to Rs 13.73 million in Fiscal 2025. Reasons for the decrease primarily include the following:

• Interest Income on Term Deposit: Interest Income on bank deposit decreased by 74.61 % from Rs 8.54 million in Fiscal 2024 to Rs 2.17 million in Fiscal 2025.

• Forex Gains: Net forex gain decreased by 47.09 % from Rs 13.59 million in Fiscal 2024 to Rs 7.19 million in Fiscal 2025.

Total Expenditure

Total expenses increasedby 89.30%, from t4,578.31 million in Fiscal 2024 to t 8,666.82 million in Fiscal 2025. The increase in expenses was primarily on account of the following reasons:

Cost of Services Rendered

Below is the breakdown of Cost of Services Rendered for Fiscal 2025 and Fiscal 2024:

(Z in million)

Particulars	Fiscal 2025	Fiscal 2024	Change %
Freight Expenses	6,076.57	2,574.55	136.02
Clearing & Forwarding Expenses	1,954.77	1,633.60	19.66
Transport Charges	257.52	152.30	69.09
Total	8,288.86	4,360.45	90.09

Our cost of services rendered increased by 90.09% from t 4,360.45 million in Fiscal 2024 to t 8,288.86 million in Fiscal 2025 primarily attributed to increased in freight expenses by 136.02% from t 2,574.55 million in Fiscal 2024 to t 6,076.57 million in Fiscal 2025, clearing & forwarding expenses by 19.66% from t 1,633.60 million in Fiscal 2024 to t 1,954.77 million in Fiscal 2025 and transport charges by 69.09% from t 152.30 million in Fiscal 2024 to t 257.52 million in Fiscal 2025 which is in line with the increased in income from such services rendered by the company.

Employee Benefits Expense

Our employee benefits expense increased by 53.57% from t 105.47 million in Fiscal 2024 to t 161.96 million in Fiscal 2025, primarily attributed to increase in Salaries, wages, bonus and other allowances from t 81.36 million in Fiscal 2024 to t 121.80 million in Fiscal 2025, Director Remuneration from t 9.75 million in Fiscal 2024 to t 24.33 million in Fiscal 2025, contribution to provident and other funds from t 5.01 million in Fiscal 2024 to t 7.97 million in Fiscal 2025, gratuity and compensated absences expenses from t 1.47 million in Fiscal 2024 to t 4.37 million in Fiscal 2025, staff welfare expense from t 7.88 million in Fiscal 2024 to t 3.49 million in Fiscal 2025.

Finance Costs

Our finance costs increased by 750.53% from t 2.75 million in Fiscal 2024 to t 23.38 million in Fiscal 2025, primarily attributed to increase in Interest on Loan (Including Processing Charges on Loan) from t 1.56 million in Fiscal 2024 to t 19.89 million in Fiscal 2025, interest on delayed of payment of income taxes from t 1.10 million in Fiscal 2024 to t 1.33 million in Fiscal 2025, lease interest expenses from t 0.09 million in Fiscal 2024 to t 2.16 million in Fiscal 2025.

Depreciation and Amortization Expense

Our depreciation and amortization expense increased by 119.94% from t 7.37 million in Fiscal 2024 to t 16.21 million in Fiscal 2025. Our gross carrying amount of property, plant and equipment increased by 309.92% from t 31.34 million in Fiscal 2024 to t 128.47 million in Fiscal 2025 and right of usage asset increased from t 0.93 million in Fiscal 2024 to t 34.05 million in Fiscal 2025

Other Expenses

Our other expenses increased by 72.50 % from t 102.27 million in Fiscal 2024 to t 176.41 million in Fiscal 2025 primarily attributed to the following reasons:

Below is the breakdown of our other expenses for Fiscal 2025 and Fiscal 2024

(Z in million)

Particulars	Fiscal 2025	Fiscal 2024	Change %
Commission	84.95	64.09	32.55
Professional & Consultancy charges	41.69	4.80	768.29
Travelling expenses	7.56	2.48	205.38
Particulars	Fiscal 2025	Fiscal 2024	Change %
CSR Expenses	5.50	2.90	89.60
Bank Charges	4.63	3.02	53.47
Rates and Taxes	4.28	1.37	211.56
Rent	4.21	4.63	(9.00)
Office Maintenance Expenses	3.71	2.05	80.57
Repairs & maintenance - Vehicles	3.00	3.71	(18.98)
Business promotion expenses	2.53	0.22	1037.67
Conveyance Expenses	2.17	1.49	45.20
Directors Sitting fees	1.85	-	100.00
Power and fuel	1.76	0.93	89.09
Miscellaneous expenses	8.57	10.58	(19.00)
Total	176.41	102.27	72.49

The increase in Other Expenses was primarily attributed to the following:

i. Commission expense increased by 32.55% from t 64.09 million in Fiscal 2024 to t 84.95 million in Fiscal 2025. The increase was mainly on account of increase in overall business activity in terms of volume from 95,072 TEUs in Fiscal 2024 to 1,12,146 TEUs during the Fiscal 2025

ii. Professional & Consultancy charges increased by 768.29% from t 4.80 million in Fiscal 2024 to t 41.69 million in Fiscal 2025.

iii. Travelling Expenses increased by 205.38% from t 2.48 million in Fiscal 2024 to t 7.56 million in Fiscal 2025

iv. CSR Expenses increased by 89.60% from t 2.90 million in Fiscal 2024 to t 5.50 million in Fiscal 2025

v. Bank Charges increased by 53.47% from t 3.02 million in fiscal 2024 to t 4.63 million in fiscal 2025

vi. Rates and Taxes increased by 211.56% from t 1.37 million in Fiscal 2024 to t 4.28 million in Fiscal 2025

vii. Office Maintenance Expenses increased by 80.57% from t 2.05 million in Fiscal 2024 to t 3.71 million in Fiscal 2025

viii. Business promotion expenses increased by 1,037.67% from t 0.22 million in Fiscal 2024 to t 2.53 million in Fiscal 2025

ix. Conveyance Expenses increased by 45.20% from t 1.49 million in Fiscal 2024 to t 2.17 million in Fiscal 2025

x. Directors Sitting Fees increased by 100.00% from NIL in Fiscal 2024 to t 1.85 million in Fiscal 2025

xi. Power and Fuel increased by 89.09% from t 0.93 million in fiscal 2024 to t 1.76 million in fiscal 2025

However, the increase was partially offset by decrease in (i) Rent from from t 4.63 million in Fiscal 2024 to t 4.21 million in Fiscal 2025 and (iii) Miscellaneous Expenses including payment to auditors, annual maintenance charges, insurance, printing and stationery, postage and courier, repairs and maintenance - others, communication expenses, repairs and maintenance - computers, donation, Allowances for expected credit loss, forex loss among others from t 10.58 million in Fiscal 2024 to t 8.57 million in Fiscal 2025.

Profit Before Tax

As a result of the foregoing, our profit before tax increased by 82.54 %, from 415.60 million in Fiscal 2024 to t 758.64 million in Fiscal 2025

Tax Expense

Our tax expenses (including current tax and deferred tax) increased by 86.00% from t 106.02 million in Fiscal 2024 to t 197.20 million in Fiscal 2025.

Profit for the Year

Overall Throughput TEUs volumes of ocean freight increased from 95,072 TEUs in Fiscal 2024 to 112,146 TEUS in Fiscal 2025, which increased the ability of our Company to achieve cost competitive services from its Intermediaries. This resulted in an increase in operating margins of our Company thereby increasing the overall profit for the year. As a result of the foregoing, our profit for the year increased by 81.36%, from t 309.58 million in Fiscal 2024 to t 561.44 million in Fiscal 2025.

Results of Operations for Fiscal 2024 compared with Fiscal 2023

(Z in million)

Particulars	Fiscal 2024	Fiscal 2023	Change %
INCOME
Revenue from Operations	4,971.77	4,782.73	3.95
Other Income	22.14	4.93	349.18
Total Income	4,993.91	4,787.66	4.31
EXPENSES
Cost of Services Rendered	4,360.45	4,305.38	1.28
Employee benefits expense	105.47	72.75	44.97
Finance costs	2.75	0.40	587.10
Depreciation and amortization expense	7.37	6.05	21.81
Other expenses	102.27	69.90	46.31
Total Expenses	4,578.31	4,454.48	2.78
Profit before exceptional items and tax	415.60	333.18	24.74
Exceptional Items	-	-	-
Profit before tax	415.60	333.18	24.74
Tax expense:
Current tax	109.07	108.22	0.79
Deferred tax	(3.05)	0.59	(616.04)
Profit for the year	309.58	224.37	37.98

Total Income

The total income increased by 4.31% to Rs 4,993.91 million in Fiscal 2024 from Rs 4,787.66 million in Fiscal 2023 primarily on account of the following:

Revenue from Operations

Below is the breakup of our revenue from operations for Fiscal 2024 and Fiscal 2023

(Z in million)

Particulars	Fiscal 2024	Fiscal 2023	Change %
Income from Export Service	372.63	507.73	(26.61)
Income from Domestic Service	4,599.14	4,275.00	7.58
Revenue from Operations	4,971.77	4,782.73	3.95
Nature of Revenue
Income from Freight	3,012.69	3,557.70	(15.32)
Income from Clearing & Forwarding	1,823.74	1,154.40	57.98
Income from Transport	135.34	70.63	91.62
Revenue from Operations	4,971.77	4,782.73	3.95

Our revenue from operations increased by 3.95% from Rs 4,782.73 million in Fiscal 2023 to Rs 4,971.77 million in Fiscal 2024, primarily attributed to increase in income from domestic services from Rs 4,275.00 million in Fiscal 2023 to Rs 4,599.14 million in Fiscal 2024 which was partially set off by decrease in Export Services from Rs 507.73 million in Fiscal 2023 to Rs 372.63 million in Fiscal 2024.

The income from clearing and forwarding increased by 57.98% from Rs 1,154.40 million in Fiscal 2023 to Rs 1,823.74 million in Fiscal 2024, income from transport increased by 91.62% from Rs 70.63 million in Fiscal 2023 to Rs 135.34 million in Fiscal 2024 which was partially set off by decrease in income from freight by 15.32% from Rs 3,557.70 million in Fiscal 2023 to Rs 3,012.69 million in Fiscal 2024. The decrease in Income from freight was due to decrease in global freight charges, whereas overall Throughput TEUs increased from 59,417 TEUs in Fiscal 2023 to 95,072 TEUS in Fiscal 2024.

Our Revenue from Operation was Rs 2,780.28 million for Fiscal 2021 which increased to Rs 8,758.29 million in Fiscal 2022, this increase in revenue was due to sudden increase in freight rates due to Covid-19 which got stabilized in the Fiscal 2023 and further in Fiscal 2024. On a steady state, our Companys business has increased from Rs 2,780.28 million for Fiscal 2021 to Rs 4,971.77 million in Fiscal 2024 and in terms of volumes from 46,165 TEUs in Fiscal 2021 to 95,072 in Fiscal 2024. The growth in business has been demonstrated through the following chart:

Aggregate ocean freight rate jumped to ~US$ 1,418 per TEU inFY22 and slightly declined to ~US$ 1,020 per TEU in FY23, wliich stood at ~US$ 788 in FY21. This sudden increase in the aggregate ocean freight rates is due to the disruption caused by COVID-19 pandemic and the geopolitical situations caused due to prolonged Russia Ukraine war. (Source: Company Commissioned 1 Lattice Report)

Other Income

Other income increased by 349.18% from Rs 4.93 million in Fiscal 2023 to Rs 22.14 million in Fiscal 2024. Reasons for the increase/decrease primarily include the following:

• Interest Income on Term Deposit: Interest Income on bank deposit increased by 164.47% from Rs 3.23 Million in Fiscal 2023 to Rs 8.54 million in Fiscal 2024.

• Forex Gains: Net forex gain increased by 100.00% from NIL in Fiscal 2023 to Rs 13.59 million in Fiscal 2024.

Total Expenditure

Total expenses increased by 2.78%, from Rs 4.454.48 million in Fiscal 2023 to Rs 4,578.31 million in Fiscal 2024. The increase/decrease in expenses was primarily on account of the following reasons:

Cost of Sendees Rendered

Below is the breakdown of Cost of Services Rendered for Fiscal 2024 and Fiscal 2023:

/ Rs in million)

Particulars	Fiscal 2024	Fiscal 2023	Change %
Freight Expenses	2,574.55	2,982.18	(13.67)
Clearing & Forwarding Expenses	1,633.60	1,251.68	30.51
Transport Charges	152.30	71.52	112.95
Total	4,360.45	4,305.38	1.28

Our cost of services rendered increased by 1.28% from Rs 4,305.38 million in Fiscal 2023 to Rs 4,360.45 million in Fiscal 2024 primarily attributed to increase in clearing & forwarding expenses by 30.51% from Rs 1,251.68 million in Fiscal 2023 to Rs 1,633.60 million in Fiscal 2024 and increase in transport charges by 112.95% from Rs 71.52 million in Fiscal 2023 to Rs 152.30 million in Fiscal 2024 wliich is in line with the increase in income from clearing & forwarding and transport charges. This increase was partially set off by decrease in Freight Expenses by 13.67% from Rs 2,982.18 million in Fiscal 2023 to Rs 2,574.55 million in Fiscal 2024 due to decrease in freight rates.

Employee Benefits Expense

Our employee benefits expense increased by 44.97% from t 72.75 million in Fiscal 2023 to t 105.47 million in Fiscal 2024, primarily attributed to increase in Salaries, wages, bonus and other allowances from t 57.40 million in Fiscal 2023 to t 81.36 million in Fiscal 2024, Director Remuneration from t 7.45 million in Fiscal 2023 to t 9.75 million in Fiscal 2024, contribution to provident and other funds from t 2.13 million in Fiscal 2023 to t 5.01 million in Fiscal 2024, staff welfare expense from t 3.39 million in Fiscal 2023 to t 7.88 million in Fiscal 2024. However, the increase was marginally offset by decrease in gratuity and compensated absences expenses from t 2.38 million in Fiscal 2023 to t 1.47 million in Fiscal 2024.

Finance Costs

Our finance costs increased by 587.10% from t 0.40 million in Fiscal 2023 to t 2.75 million in Fiscal 2024, primarily attributed to increase in Interest on Loan (Including Processing Charges on Loan) from t 0.28 million in Fiscal 2023 to t 1.56 million in Fiscal 2024, interest on delayed of payment of income taxes from NIL in Fiscal 2023 to t 1.10 million in Fiscal 2024, which was partially set off by decrease in lease interest from t 0.12 million in Fiscal 2023 to t 0.09 million in Fiscal 2024.

Depreciation and Amortization Expense

Our depreciation and amortization expense increased by 21.81% from t 6.05 million in Fiscal 2023 to t 7.37 million in Fiscal 2024. Our gross carrying amount of property, plant and equipment increased by 34.90% from t 23.23 million in Fiscal 2023 to t 31.34 million in Fiscal 2024 and right of usage asset increased by 6.87% from t 0.87 million in Fiscal 2023 to t 0.93 million in Fiscal 2024

Other Expenses

Our other expenses increased by 46.31% from t 69.90 million in Fiscal 2023 to t 102.27 million in Fiscal 2024 primarily attributed to the following reasons:

Below is the breakdown of our other expenses for Fiscal 2024 and Fiscal 2023

(Z in million)

Particulars	Fiscal 2024	Fiscal 2023	Change %
Commission	64.09	41.16	55.70
Professional & Consultancy charges	4.80	2.11	127.16
Travelling expenses	2.48	2.04	21.42
CSR Expenses	2.90	-	100.00
Bank Charges	3.02	2.74	10.03
Rates and Taxes	1.37	1.32	4.46
Rent	4.63	3.95	17.12
Office Maintenance Expenses	2.05	1.31	57.04
Repairs & maintenance - Vehicles	3.71	2.12	74.87
Business promotion expenses	0.22	1.27	(82.51)
Conveyance Expenses	1.49	0.78	92.05
Power and fuel	0.93	0.32	187.81
Miscellaneous expenses	10.58	10.78	(1.86)
Total	102.27	69.90	46.31

The increase in Other Expenses was primarily attributed to the following:

i. Commission expense increased by 55.70% from t 41.46 million in Fiscal 2023 to t 64.09 million in Fiscal 2024. The increase was mainly on account of increase in overall business activity in terms of volume from 59,417 TEUs in Fiscal 2023 to 95,072 TEUs during the Fiscal 2024

ii. Professional & Consultancy charges increased by 127.16% from t 2.11 million in Fiscal 2023 to t 4.80 million in Fiscal 2024

iii. Travelling Expenses increased by 21.42% from t 2.04 million in Fiscal 2023 to t 2.48 million in Fiscal 2024

iv. CSR Expenses increased from NIL in Fiscal 2023 to t 2.90 million in Fiscal 2024

v. Bank Charges increased by 10.03% from t 2.74 million in fiscal 2023 to t 3.02 million in fiscal 2024

vi. Rates and Taxes increased by 4.46% from t 1.32 million in Fiscal 2023 to t 1.37 million in Fiscal 2024

vii. Rent increased by 17.12% from t 3.96 million in Fiscal 2023 to t 4.63 million in Fiscal 2024

viii. Office Maintenance Expenses increased by 57.04% from t 1.31 million in Fiscal 2023 to t 2.05 million in Fiscal 2024

ix. Repairs & maintenance - Vehicles increased by 74.87% from t 2.12 million in Fiscal 2023 to t 3.71 million in Fiscal 2024

x. Conveyance Expenses increased by 92.05% from t 0.78 million in Fiscal 2023 to t 1.49 million in Fiscal 2024

xi. Power and Fuel increased by 187.81% from t 0.32 million in fiscal 2023 to t 0.93 million in fiscal 2024

However, the increase was partially offset by decrease in (i) Business promotion expenses from t 1.27 million in Fiscal 2023 to t 0.22 million in Fiscal 2024 and (ii) Miscellaneous Expenses including payment to auditors, annual maintenance charges, insurance, printing and stationery, repairs and maintenance - others, communication expenses, postage and courier, repairs and maintenance - computers, donation, allowance for expected credit loss, forex loss among others from t 10.78 million in Fiscal 2023 to t 10.58 million in Fiscal 2024.

Profit Before Tax

As a result of the foregoing, our profit before tax increased by 24.74%, from t 333.18 million in Fiscal 2023 to t 415.60 million in Fiscal 2024

Tax Expense

Our tax expenses (including current tax and deferred tax) decreased by 2.57% from t 108.81 million in Fiscal 2023 to t 106.02 million in Fiscal 2024.

Profit for the Year

Overall Throughput TEUs volumes of ocean freight increased from 59,417 TEUs in Fiscal 2023 to 95,072 TEUS in Fiscal 2024, which increased the ability of our Company to achieve cost competitive services from its Intermediaries. This resulted in an increase in operating margins of our Company thereby increasing the overall profit for the year. As a result of the foregoing, our profit for the year increased by 37.98%, from t 224.37 million in Fiscal 2023 to t 309.58 million in Fiscal 2024.

Cash Flows as per Restated Financial Statements

The following table summarizes our cash flows for the periods indicated below:

(All amounts in f Million)

Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
Net cash (used in)/ generated from operating activities (A)	10.91	68.23	252.36
Net cash (used in)/ generated from investing activities (B)	(86.36)	87.75	(197.18)
Net cash (used in)/ generated from financing activities (A)	117.27	(227.44)	(225.40)
Net increase/ (decrease) in cash and cash equivalents (A+B+C)	41.82	(71.46)	(170.22)
Cash and Cash Equivalents at the beginning of the period	5.02	76.48	246.70
Cash and Cash Equivalents at the end of the period	46.84	5.02	76.48

Net cash generated from operating activities For Fiscal 2025

Our operating profit before working capital changes was t 784.43 million for Fiscal 2025, which was primarily adjusted by payment of income tax of t 190.34 million, increase in trade payables by t 7.87 million, other financial liabilities by t 37.18 million, other non-financial liabilities by t 1.67 million, trade receivables by t 514.72 million, loans by t 6.23 million, other financial assets by t 34.75 million, other non-financial assets by t 62.62 million and decrease in provision by t 11.58 million

Fiscal 2024

Our operating profit before working capital changes was Rs 407.30 million for the Fiscal 2024, which was primarily adjusted by payment of income tax of Rs 140.83 million, increase in trade payables by Rs 2.01 million, other financial liabilities by Rs 6.61 million, other non-financial liabilities by Rs 14.78 million, provision by Rs 1.32 million, trade receivables by Rs 172.69 million, financial assets by Rs 36.92 million, other non-financial assets by Rs 13.82 million and decrease in loans by Rs 0.47 million.

Fiscal 2023

Our operating profit before working capital changes was Rs 340.53 million for Fiscal 2023, which was primarily adjusted by payment of income tax of Rs 92.31 million, increase in provision by Rs 2.38 million, loans by Rs 3.30 million, financial assets by Rs 5.89 million, other non-financial assets by Rs 14.63 million, and decrease trade payables by Rs 239.48 million, other financial liabilities by Rs 19.36 million, other non-financial liabilities by Rs 71.83 million and trade receivables by Rs 356.25 million.

Net cash used in investing activities

For Fiscal 2025

Net cash used in investing activities was Rs 86.36 million for Fiscal 2025. This was primarily on account of purchase of property, plant, equipment and intangible assets amounting to Rs 111.47 million and investment in bank deposit amounting to Rs 14.01 million which was partially offset by proceeds from CWIP - buildings & others amounting to Rs 35.14 million, sale of property, plant and equipment amounting to Rs 1.86 million, and interest received amounting to Rs 2.12 million.

For Fiscal 2024

Net cash generated from investing activities was Rs 87.75 million for Fiscal 2024. This was primarily on account of proceeds from investment in term deposit amounting to Rs 128.62 million, interest received amounting to Rs 9.49 million which was partially offset by purchase of property, plant, equipment and intangible assets amounting to Rs 15.22 million, cost spent on CWIP - buildings & others amounting to Rs 35.14 million and investment in fixed deposit amounting to NIL.

For Fiscal 2023

Net cash used in investing activities was Rs 197.18 million for Fiscal 2023. This was primarily account of purchase of property, plant, equipment and intangible assets amounting to Rs 3.55 million, investment made in current investment amounting to Rs 120.00 million, investment in fixed deposit amounting to NIL, investment in term deposit amounting to Rs 197.26 million which was partially offset by proceeds from sale of current investment amounting to Rs 121.50 million and interest received amounting to Rs 2.13 million.

Net cash generatedfrom/ used in financing activities.

For Fiscal 2025

Net cash generated from financing activities was Rs 117.27 million for Fiscal 2025. This was primarily on account of increase in non-current and current borrowings by Rs 140.60 million, which was partially offset by interest paid amounting to Rs 19.89 million and repayment of lease amounting to Rs 3.43 million.

For Fiscal 2024

Net cash used from financing activities was Rs 227.44 million for Fiscal 2024. This was primarily on account of repayment of current and non-current borrowings of Rs 225.30 million, interest paid amounting to Rs 1.56 million and repayment of lease amounting to Rs 0.57 million.

For Fiscal 2023

Net cash used in financing activities was Rs 225.40 million for Fiscal 2023. This was primarily on account of repayment of current and non-current borrowings of Rs 234.52 million, interest paid amounting to Rs 0.28 million and repayment of lease amounting to Rs 0.50 million which was partially offset by proceeds from issue of share capital amounting to Rs 9.90 million.

Financial Indebtedness

As at August 31, 2025 the total outstanding borrowings of our Company were Rs 500.07 million as per Restated Financial Statements. For further details, refer chapter titled “Financial Indebtedness” beginning on page 348 of this Red Herring Prospectus.

As per Restated Financial Statements

(Z in million)

Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
Long Term Borrowings (A)
- From Banks & Financial Institution	19.56	3.33	-
Short Term Borrowings (B)
- From Banks & Financial Institution	187.00	-	-
- From Directors, their Relatives and Corporate	-	74.63	306.12
Current Maturities of Long Term Borrowings (C)	14.85	2.85	-
Total (A)+(B)+(C)	221.41	80.81	306.12

Contingent Liabilities and Commitments

Contingent liabilities, to the extent not provided for, as of the below mentioned time periods, as determined in accordance with Ind AS 37, are described below

As per Restated Financial Statements

Contingent liabilities

(Z in million)

Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
Claims against the Company not acknowledged as debt	-	-	-
GST Demand via SCN Issued#	-	1273.70	-
Lien against the FD Provided to Statutory Authorities@	1.59	1.09	-
Guarantees*	0.70	0.70	0.50

#The Company had received a Show Cause Notice (SCN), from the Goods and Service Tax (GST) department based on GST audit conducted for the period from July 2017 to March 2022. The department had assessed a tax demand of Rs. 1273.70 million, alleging a shortfall in GST payments. The primary dispute centers around the GST rate applied to ocean freight. Company had taken the stand of applicable GST rate of 5% as per the SAC Code 9965 as per the prevailing industry practice and not the 18% rate assessed by the department. The said SCN has been dropped by GST department as on vide DIN: 20241159TK0000888D43 dt. 29th Nov 2024 with a demand of Rs. 0.80 million with applicable interest of Rs. 0.87 million and penalty of Rs. 0.40 million for which the company has recognised the provision accordingly and payment was made on Dec 24, 2024. Subsequently, the Department has filed an appeal before the higher authority, and the matter is currently pending adjudication.

@ Fixed deposits marked as lien as the same is given to various statutory authorities like Commissioner of Customs and Goods and Service tax departments Since the lien on the same is yet to be removed, due to non-submission of closure documents or approvals from respective departments, the same is considered as contingent liability.

*Bank Guarantee given to Commissioner of Customs, Chennai against Fixed Deposit of Rs.0.50 Million expiring on 28th Nov 2027

*Bank Guarantee given to M/s. Schwing Stetter (India) Pvt Ltd against Fixed Deposit of Rs.0.20 Million expiring on 25th Mar 2025. The expired Bank Guarantee is further renewed till 25th Mar 2026.

The erstwhile firm (M/s. Glottis) had received a demand notice from the Income Tax Department vide DIN No: ITBA/AST/S/156/2024 dated March 17, 2025, amounting to Rs 4.12 million (including interest of t0.24 million), arisingfrom disallowance of certain expenses claimed in the Income Tax Return for Assessment Year 2022-23. Our Company had filed an appeal against the said demand on April 11, 2025, under Form 35 (Acknowledgement No. 931974850110425) and the matter is currently pending before the Commissioner of Income Tax (Appeals). In this regard, our Company received a Demand Order bearing DIN and Letter No. ITBA/COM/F/17/2025-26/1078719764(1), dated July 21, 2025, requiring payment of 20% as appeal fees amounting to Rs 0.82 million which is duly paid on July 23, 2025. i.e to Rs 0.82 million. However, in view of the pending litigation and as a matter of prudence, our Company has recognized a provision for the entire amount in the books of account.

Commitments

(Z in million)

Particulars	Fiscal 2025	Fiscal 2024	Fiscal 2023
Estimated Amount of contracts remaining to be executed on capital account towards construction cost on lease hold building	-	21.80	-

Off-Balance Sheet Arrangements

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

Changes in accounting policies in the last three Fiscals

There have been no changes in our accounting policies for the Fiscals 2025, 2024 and 2023.

Related Party Transactions

We enter into various transactions with related parties in the ordinary course of business. For further details, see

“Financial Statements- Restated Financial Statements - Notes to Restated Financial Statements - Annexure VII - Notes to the Restated Financial Information of Glottis Limited - Note 38- Related Party Disclosures” on page 290.

Non-GAAP Measures

In addition to our results determined in accordance with Ind AS, we believe the following non-GAAP measures are useful to investors in evaluating our operating performance and liquidity. We use the following non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that Non-GAAP financial information, when taken collectively with financial measures prepared in accordance with Ind AS, may be helpful to investors because it provides an additional tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial results with other companies in our industry because it provides consistency and comparability with past financial performance. However, our management does not consider these Non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with Ind AS.

Quantitative and Qualitative Disclosures about Market Risk

The Companys principal financial liabilities comprise borrowings, trade and other payables. The main purpose of these financial liabilities is to finance and support Companys operations. The Companys principal financial assets include trade and other receivables and cash and cash equivalents that derive directly from its operations.

The Company is exposed to market risk, credit risk and liquidity risk. The Companys senior management oversees the management of these risks. The Companys financial risk activities are governed by appropriate policies and procedures and financial risks are identified, measured and managed in accordance with the Companys policies and risk objectives. The Board of Directors reviews and agrees policies for managing each of these risks. The risk management framework aims to:

(i) create a stable business planning environment by reducing the impact of currency and interest rate fluctuations on the Companys business plan.

(ii) achieve greater predictability to earnings by determining the financial value of the expected earnings in advance.

Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates - will affect the Companys income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales and purchases are denominated. The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company follows established risk management policies to mitigate the risk. For risks relating to the same,

please refer to “Risk Factors - “Risk Factor 13 - Significant fluctuation in freight rates, including volatility in US tariff rates, may materially and adversely affect our business, financial condition and results of operations" and “Risk Factor 41 - Our international operations expose us to legal, tax and economic risks, and exchange rate fluctuations. Our inability to successfully manage our geographically diverse operations could adversely affect our business and results of operations"" on pages 48 and 48, respectively.

Currency risk

Our Company is exposed to currency risk mainly on account of income from export services in foreign currency. The major exposures of our Company are in U.S. dollars, EUR and GBP. The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company follows established risk management policies to mitigate the risk. For further information, see “Principal factors affecting our results of operations"" on page 308.

Credit risk

Credit risk is the risk of loss that may arise on outstanding financial instruments when counter-party defaults on its obligations. The Companys exposure to credit risk arises primarily from loans extended, security deposits, balances with bankers and trade and other receivables. The Companys objective is to seek continual revenue growth while minimizing losses incurred due to increased credit risk exposure. The credit risk has always been managed by the Company through credit approvals, establishing credit limits, and continuously monitoring the credit worthiness of the customers to whom the Company grants credit terms in the normal course of business. Outstanding customer receivables are regularly monitored. We are exposed to credit risk from our operating activities, primarily from trade receivables. As of the Fiscals 2025, 2024 and 2023, our restated trade receivables were Rs 1,060.19 million, Rs 536.65 million and Rs 355.19 million, respectively. For further information, see “Risk Factors - Risk Factor 6 - Our customers or customer groups do not commit to long-term contracts and may cancel or modify their orders or postpone or default in their payments. Any cancellation, modification, postponement of our orders could materially harm our cash flow position, revenues and earning."" on page 42.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Companys reputation.

Other Qualitative Factors

Unusual or infrequent events or transactions

Except as described in this Red Herring Prospectus, there have been no other events or transactions that, to our knowledge, may be described as “unusual" or “infrequent".

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

Other than as described above, to the best of the knowledge of our management, there are no other significant economic changes that materially affect or are likely to affect income from continuing operations. For further details, please see “Our Business"" and “Risk Factors"" on pages 171 and 36 respectively.

Known trends or uncertainties

Apart from the risks as disclosed under Section “Risk Factors ” beginning on page 36, 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.

Future changes in relationship between costs and revenues

Other than as described above and in “Our Business"" and “Risk Factors"" on pages 171 and 36, respectively, to the knowledge of our management, there are no known factors that might affect the future relationship between costs and revenues.

Increases in net sales or revenue and Introduction of new products or services or increased sales prices

Changes in revenue in the preceding three Fiscals are as described in “Managements Discussion and Analysis of Financial Position and Results of Operations - Results of Operations for Fiscal 2025 compared with Fiscal 2024 ” and “Managements Discussion and Analysis of Financial Position and Results of Operations - Results of Operations for Fiscal 2024 compared with Fiscal 2023 ” above on pages 330 and 334.

Status of any publicly announced New Products or Business Segment

Other than as disclosed in this section and in “Our Business” on page 171, as on the date of this Red Herring Prospectus, there are no new products or business segments that have had or are expected to have a material impact on our business prospects, results of operations or financial

Seasonality of business

Our Companys business is not seasonal in nature.

Any Major Dependence on a single or few suppliers or customers

The % of contribution of our Companys Intermediaries vis-a-vis the total revenue from operations respectively as of and for the Fiscals 2025, 2024 and 2023 is as follows:

Particulars	Top Intermediaries as a percentage (%) of direct expenses
	Fiscal 2025	Fiscal 2024	Fiscal 2023
Top 5	57.88	57.66	51.25
Top 10	73.12	75.21	69.00

Our top ten intermediary for the Fiscal 2025, 2024 and 2023 are as under^A

Fiscal 2025

Name of Intermediaries	in Rs million	% of Cost of Service Rendered
Zhejiang Allspace Supply Chain Management Co Ltd	2,560.94	30.90%
Intermediary 2	770.94	9.30%
Intermediary 3	615.51	7.43%
Glottis Shipping Private Limited	426.32	5.14%
Intermediary 5	423.54	5.11%
Intermediary 6	337.23	4.07%
Intermediary 7	319.39	3.85%
Continental Shipping And Consulting Pte Ltd	232.42	2.80%
Intermediary 9	193.77	2.34%
Intermediary 10	180.40	2.18%
Total	6,060.46	73.12%

Fiscal 2024

Name of Intermediaries	in Rs million	% of Cost of Service Rendered
Intermediary 1	708.23	16.24
Zhejiang Allspace Supply Chain Management	629.28	14.43
Intermediary 3	494.53	11.34
Intermediary 4	411.47	9.44
Intermediary 5	270.90	6.21
Continental Shipping and Consulting Pte Limited	195.12	4.47
Intermediary 7	191.38	4.39
Glottis Shipping Private Limited	147.18	3.38
Intermediary 9	126.20	2.89
Intermediary 10	105.20	2.41
Name of Intermediaries	in Rs million	% of Cost of Service Rendered
Total	3279.48	75.21

Fiscal 2023

Name of Intermediaries	in Rs million	% of Cost of Service Rendered
Intermediary 1	639.89	14.86
Intermediary 2	545.64	12.67
Zhejiang Allspace Supply Chain Management	402.55	9.35
Intermediary 4	316.88	7.36
Intermediary 5	301.63	7.01
Continental Shipping and Consulting Pte Limited	197.85	4.60
Intermediary 7	195.95	4.55
Intermediary 8	150.08	3.49
Intermediary 9	132.25	3.07
Intermediary 10	87.83	2.04
Total	2,970.55	69.00

aThe above tables represent our top ten Intermediaries for a particular Period/Fiscal only as mentioned above.

As on the date of this RHP, the Company is yet to receive the consents form some intermediary and hence unable to disclose their names in the above tables.

The % of contribution of our Companys customers vis-a-vis the total revenue from operations respectively as of for the Fiscals 2025, 2024 and 2023 is as follows:

Particulars	Top Customers as a percentage (%) of Revenue from Operations
	Fiscal 2025	Fiscal 2024	Fiscal 2023
Top 5	42.25	32.02	17.32
Top 10	52.73	43.95	29.35

Fiscal 2025

Our top ten customers for the period ended on March 31, 2025 are as under*

Customer Name	in Rs million	% of Revenue from operation
Customer 1	1,227.19	13.04%
Customer 2	1,065.00	11.32%
O2 Power Private Limited	866.88	9.21%
Renew Solar Energy (Jharkhand One) Private Limited	545.61	5.80%
Customer 5	271.80	2.89%
Customer 6	247.03	2.62%
Customer 7	226.02	2.40%
Continental Shipping and Consulting Pte Ltd	206.60	2.20%
Float Glass Centre	167.06	1.77%
Customer 10	139.79	1.49%
Total	4,962.98	52.73%

AThe above tables represent our top ten customers for a particular Period/Fiscal only as mentioned above.

As on the date of this RHP, the Company is yet to receive the consents form some customers and hence unable to disclose their names in the above tables.

Competitive conditions

Competitive conditions are as described under the chapters “Industry Overview ” and “Our Business” beginning on pages 142 and 171 respectively.

Significant Developments after March 31, 2025, that may affect our future results of operations

Except as stated above and elsewhere in this Red Herring Prospectus, no developments have come to our attention since the date of the Restated Financial Information as disclosed in this Red Herring Prospectus which materially and adversely affect or are likely to materially and adversely affect our operations or trading or profitability, or the value of our assets or our ability to pay our liabilities within the next twelve months.