Jayesh Logistics Ltd Management Discussions

RESULTS OF OPERATION

You should read the following discussion of our financial position and results of operations together with our Restated Financial Statements which have been included in this Red Herring Prospectus. The following discussion and analysis of our financial position and results of operations is based on our Restated Financial Statements for the period ended June 30, 2025 and the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 including the related notes and reports, included in this Red Herring Prospectus prepared in accordance with requirements of the Companies Act and restated in accordance with the SEBI Regulations, which differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries. Our Company has not attempted to explain those differences or quantify their impact on the financial data included in this Red Herring Prospectus and it is urged that you consult your own advisors regarding such differences and their impact on our Companys financial information. Our Financial Statements, as restated have been derived from our audited financial statements for the respective period and years. Accordingly, the degree to which our Restated 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 Indian GAAP, Companies Act, SEBI Regulations and other relevant accounting practices in India. Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year ("Fiscal Year") are to the twelve-month period ended March 31 of that year.

This discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those described under "Risk Factors" and "Forward Looking Statements" beginning on pages 28 and 18, respectively, and elsewhere in this Red Herring Prospectus.

In this section, unless the context otherwise requires, any reference to "we", "us" or "our" refers to Jayesh Logistics Limited and, our Company. Unless otherwise indicated, financial information included herein are based on our "Restated Financial Statements" for the period ended June 30, 2025 and the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 beginning on page no. 184 of this Red Herring Prospectus.

BUSINESS OVERVIEW

Our Company is a service provider in the logistics and supply chain management industry, primarily providing freight services using road transportation like trucks and railways and non-freight services; like loading and unloading, truck on hire also known as Truck Forwarding Note "TFN", custom clearance, and machinery on hire, to over 200 clients from various industries such as iron and steel, infrastructure equipment, cement, heavy industrial machinery, engineering, construction machinery and more.

Our Companys primary area of operation is road transportation, handling both domestic and cross-border consignment. Our Company also provides non-freight support services such as loading and unloading, custom clearance, truck forwarding services on hire basis and other last-mile delivery services. These non-freight services enable our Company to address various supply chain requirements of our clients and provide them with end-to-end solutions.

For further details, please refer chapter titled "Our Business" beginning on page 130 of this Red Herring Prospectus.

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST AUDITED PERIOD i.e., JUNE 30, 2025

In the opinion of the Board of the Company there have not arisen any circumstances since the date of the last financial statements as disclosed and which materially and adversely affect or is likely to affect within the next twelve months.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business is subjected to various risks and uncertainties, including those discussed in the section titled "Risk Factors" beginning on page 28, of this Red Herring Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following:

Dependence on revenue from specific regions such as the India-Nepal corridor makes our company vulnerable to economic and political instabilities;

Fluctuations in fuel prices and increased transportation costs could significantly impact our companys profit

margins and cost competitiveness;

Dependence on a few key customers could threaten our companys revenue streams and financial health;

Reliance on road networks for transportation leaves our company susceptible to delays caused by external factors such as natural disasters, political unrest, and accidents;

Delays or mishaps in deliveries due to operational challenges could result in claims, reputation loss, and financial penalties for our company

Delays or defaults in client payments could create cash flow challenges and impact our companys financial

stability

Inadequate insurance coverage for key operational risks could expose our company to significant financial losses in case of unforeseen events

Sustained negative cash flow positions could limit our companys ability to expand and meet financial

obligations

Lack of control over intellectual property rights could undermine our companys branding and competitive

position

Negative publicity or damage to our companys reputation could erode customer trust and reduce revenue

potential

Potential risks from related party transactions could lead to conflicts of interest and adverse financial implications for our company.

Inability to secure necessary financing on favorable terms could limit our companys capacity for future

expansion and operations.

Employee or vendor misconduct, including errors and negligence, could lead to reputational and financial losses for our company.

Weaknesses in internal controls and monitoring mechanisms could lead to operational, financial, and regulatory risks for our company.

SIGNIFICANT ACCOUNTING POLICIES

For Significant accounting policies please refer Significant Accounting Policies, beginning under " Restated Financial Statements " on page 184 of this Red Herring Prospectus.

The Restated Financial Information or Restated Financial Statements have been made after incorporating adjustments for the changes in accounting policies retrospectively in respective financial period to reflect the same accounting treatment as per the changed accounting policy for all reporting periods, if any;

The Restated Financial Information or Restated Financial Statements have been made after incorporating adjustments for prior period and other material amounts in the respective financial period to which they relate and there are no qualifications which require adjustments;

The scale of our operations and vast distribution network along with our customers confidence have had a significant

impact on our revenues and profitability. Set out below are a few key performance indicators.

Key Performance Indicators

(?‚? In Lakhs except percentages and ratios)

As certified by M/s GGPS And Associates, Chartered Accountants pursuant to their certificate dated October 10, 2025. Explanation to KPIs:

Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements.

Growth in Revenue from Operations (%) is calculated as a percentage of Revenue from Operations of the relevant period minus Revenue from Operations of the preceding period, divided by Revenue from Operations of the preceding period.

EBITDA is calculated as profit for the year/ period, plus tax expenses (consisting of current tax, deferred tax and tax expenses relating to earlier years), interest expenses and depreciation and amortization expenses reduced by other income.

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

EBIT = Profit for the year/ period + tax expenses (consisting of current tax, deferred tax and tax expenses relating to earlier years) + interest expenses.

Profit After Tax Means Profit for the period/year as appearing in the Restated Financial Statements.

PAT Margin (%) is calculated as Profit after tax for the year/ period as a percentage of Revenue from Operations.

Net debt = non-current borrowing + current borrowing - Cash and Cash Equivalent and Bank Balance.

Total Equity (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, as per the restated balance sheet, but does not include reserves created out of revaluation of assets, capital reserve, write-back of depreciation and amalgamation as per the SEBI ICDR Regulations 2018.

Capital employed = Net Worth + Total Debt + Deferred Tax Liability - intangible assets

RoE (Return on Equity) (%) is calculated as net profit after tax for the year/ period divided by Average Shareholder Equity.

Shareholders Equity = Share Capital + Reserves and Surplus

Average Shareholder Equity = (Opening Shareholders Equity + Closing Shareholders Equity)/2

RoCE (Return on Capital Employed) (%) is calculated as earnings before interest and taxes (EBIT) divided by capital employed

Return on Total Assets = PAT /total assets deployed

EPS = Net Profit after tax, as restated, attributable to equity shareholders divided by weighted average no. of equity shares outstanding during the year/period.

Net Asset Value per Equity Share has been calculated as net worth divided at the end of the period or year divided by Total number of equity shares outstanding at the end of the period/ year.

DISCUSSION ON RESULTS OF OPERATION

The following table sets forth financial data from our restated financial statements of profit & loss for the period ended June 30, 2025 and financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, the components of which are also expressed as a percentage of total income for such periods:

(?‚? In Lakhs except percentages and ratios)

Particulars	For the financial year or period ended
	June 30, 2025	% of Total Revenue	March 31, 2025	% of Total Revenue	March 31, 2024	% of Total Revenue	March 31, 2023	% of Total Revenue
A. Revenue
Revenue from Operations	2,519.72	99.78%	11,188.21	99.87%	8,825.91	99.96%	6,034.13	99.95%
Other Income	5.53	0.22%	14.61	0.13%	3.9	0.04%	3.06	0.05%
Total Income	2,525.25	100.00%	11,202.82	100.00%	8,829.81	100.00%	6,037.19	100.00%
B. Expenses
Cost of Service Consumed	2,001.07	79.24%	9,198.00	82.10%	7,542.62	85.42%	5,298.74	87.77%
Employee Benefits Expenses	60.74	2.41%	208.63	1.86%	176.23	2.00%	160.75	2.66%
Finance Costs	72.68	2.88%	283.21	2.53%	207.41	2.35%	144.68	2.40%
Depreciation and Amortization Expense	87.13	3.45%	456	4.07%	397.86	4.51%	187.3	3.10%
Other Expenses	27.85	1.10%	88.61	0.79%	66.66	0.75%	96.95	1.61%
Total Expenditure	2,249.47	89.08%	10,234.45	91.36%	8,390.78	95.03%	5,888.42	97.54%
Profit Before Tax	275.78	10.92%	968.37	8.64%	439.03	4.97%	148.77	2.46%
Tax Expense:
(1) Current Tax	69.20	2.74%	247.84	2.21%	92.23	1.04%	35.77	0.59%
(2) Deferred tax	4.66	0.18%	0.79	0.01%	30.67	0.35%	3.94	0.07%
(3) Income Tax for Earlier Years	-		-	-	- 0.2	0.00%	-	-
Profit/(Loss) for the period	201.92	8.00%	719.74	6.43%	316.33	3.58%	109.06	1.81%

*(%) column represents percentage of total income

Key Components of our Statement of Profit and Loss Based on our Restated Financial Statements

Total Income

Our total income comprises of revenue from operations and other income.

Revenue from Operations

Our revenue from operations represents revenue generated from road transportation and non-freight support services.

Break up of Revenue from Operations for the period ended June 30, 2025 and the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 is as follows:

(?‚? in Lakhs except for percentages)

Vertical	For the period and financial year ended on
	June 30, 2025	% of revenue of operations	March 31, 2025	% of revenue of operations	March 31, 2024	% of revenue of operations	March 31, 2023	% of revenue of operations
Freight (A)	2,247.90	89.21%	7827.57	69.96%	6,079.65	68.88%	5,541.40	91.83%
Freight - Road - Own Fleet	1,048.34	41.61%	3,893.48	34.80%	2,784.81	31.55%	1,728.11	28.64%
Freight - Road \u2013 Hired Fleet	1,129.07	44.81%	3,638.17	32.52%	3,051.95	34.58%	3,747.09	62.10%
TFN	70.49	2.80%	295.92	2.64%	242.89	2.75%	66.19	1.10%
Non-Freight (B)	271.82	10.79	3360.64	30.04%	2,746.26	31.12%	492.73	8.17%
Railways, Shipping and Supervision	238.52	9.47%	3,235.77	28.92%	2,650.15	30.03%	426.13	7.06%
Misc/ Machine Rent	33.30	1.32%	124.87	1.12%	96.11	1.09%	66.6	1.10%
Total Revenue from Operations (A+B)	2,519.72	100%	11,188.21	100%	8,825.91	100%	6,034.13	100%

Freight Vs Non-Freight Services of the Company

The non-freight services undertaken by the Company are specialized in nature. The reasons of higher margin are as follows:

Specialized Service: This service demands expertise in handling complex logistics, critical timelines, and transportation of industrial materials. Constant communication with the customers and vendors is required to execute these services.

Adhering to timelines: The Company handles customers critical logistics requirements and the cost of failure or delay is usually high. By ensuring timely delivery, the Company ensures that the clients avoid financial penalties, such as demurrage charges.

Few players in this segment: The market for such non-freight services is less fragmented than the general freight market. The requirement for specific capabilities and experience in non-freight logistics lead to a fewer number of competitors, thereby supporting favourable pricing and higher margins.

The comparative analysis to establish the fact as to why the non-freight services carry higher margins over freight services is as below:

Sl. No	Parameters	Freight Services	Non - Freight Services

1	Nature of Services	Providing transportation of goods by road through owned or hired trucks	Supervision & Liasioning, Cargo handling, custom clearance, arranging supplies through rail network, loading & unloading (mechanised) services etc.
2	Investments Required	Owned Fleet of 95 trucks. Purchase of one truck requires an investment of approx \u20b9 50 Lakhs.	No such investment requires
3	Costs required (Fixed & Operating)	Fixed costs : Trucks EMI, Insurance & Road permit, depreciation, Hire charges for Hired Vehicles (of which 90-95% is to be paid in advance) cuts down on margins Operating Costs: Operating expenses like Driver cost, Fuel cost, repair & maintenance, finance cost, etc.	No such expenses except supervision, liasioning expenses & machine rentals (if needed), are incurred - leading to higher margin.
4	Competition	Highly competitive with even small players having 4-5 trucks also participating, hence thin margins.	Client hires for such services to ensure that uninterrupted supplies is ensured by coordinating with various stakeholders like customs, railways etc. There are limited service providers in this field.

Other Income

Our Other Income consists of interest income and insurance claim.

Total Expenditure

Our total expenditure comprises of cost of services consumed; employees benefit expenses, finance cost, depreciation and amortization expense and other expenses.

Cost of Services Consumed

Cost of services consumed comprise of freight and supervision charges, trip expenses, vehicle maintenance charges, tyre and tubes, other direct expenses, freight payments to railways, handling and haulage charges to the railway.

Breakup of Cost of Services Consumed:

(?‚? In Lakhs)

Particular	June 30, 2025	March 31, 2025	March 31, 2024	March 31, 2023
Freight Charges and Supervision charges	990.79	4,319.53	3,038.30	2,542.97
Container Charges	105.39	145.88	370.93	304.30
Trip Expenses	705.75	3,608.33	2,730.53	1,699.45
Tyre & Tube	56.75	152.80	107.79	72.63
Vehicle Maintenance Expenses	64.99	189.66	106.67	73.45
Handing & Haulage Charge to Railway	-	111.51	373.76	129.06
Freight Paid - Railway	-	363.18	515.54	235.71
Others	77.39	307.11	299.10	241.17
Total	2,001.07	9,198.00	7,542.62	5,298.74

Employee Benefit Expenses

Employee benefit expenses comprise of Salary Expenses to employees and directors, and Contribution to Statutory Funds.

(?‚? In Lakhs)

Particular	June 30, 2025	March 31, 2025	March 31, 2024	March 31, 2023
Directors Remuneration	22.50	83.00	56.40	54.00
Salary, wages and other allowances	35.54	117.04	107.80	92.41
Contribution to PF and other fund	1.24	3.34	3.44	2.50
Key Man Insurance	-	-	2.57	2.54
Gratuity expense	0.93	3.71	1.36	2.98

Staff Welfare Expenses	0.53	1.54	4.66	6.32
Total	60.74	208.63	176.23	160.75

Finance Costs

Finance costs include Interest expense and other borrowing costs.

Depreciation & Amortization Cost

Depreciation and amortization expense consists of depreciation on motor vehicles, office equipment, computers, furniture & fixtures and intangible assets.

Other Expenses

Other expenses comprise of business promotion expenses, legal and professional fees, office rent, rates & taxes, domain & software charges, travelling & conveyance expenses etc. Bifurcation of the other expenses is as below:

(?‚? In Lakhs)

Particular	June 30, 2025	March 31, 2025	March 31, 2024	March 31, 2023
Other Expenses	27.86	88.61	66.66	96.95
Major items in the above other expenses
Travelling and Conveyance Expenses	4.72	16.08	13.09	9.32
Business Promotion Expenses	4.74	14.49	3.82	5.32
Rates & Taxes	1.84	10.69	0.95	0.11
Office Rent	2.50	5.39	5.58	6.11
Domain and Software Charges	0.92	4.76	4.87	2.11
Rebate and Discount	0.42	1.36	-	43.39
Legal & Professional Fees	4.49	13.15	7.55	3.33
GST	-	0.19	10.43	-

Provision for Tax

The provision for current taxation is computed in accordance with relevant tax regulation. Deferred tax is recognized on timing differences between the accounting and the taxable income for the year and quantified using the tax rates and laws enacted or subsequently enacted as on balance sheet date.

THREE MONTHS PERIOD ENDED JUNE 30, 2025

The total revenue was ?‚?2,525.25 lakhs for three months period ended June 30, 2025. Revenue from Operations

Revenue from operations contributed ?‚?2 519.72 lakhs for three months period or 99.78% of total revenue for this period. Other Income

Other Income contributed ?‚?5.53 lakhs for three months ended June 30, 2025 or 0.22% of total revenue for this period. Expenditure Analysis

Total expenditure during the period was ?‚?2,249.47 lakhs, accounting for 89.08% of total revenue. Key expense categories were as follows:

Cost of Service Consumed:

Amounted to ?‚? 2,001.07 Lakhs i.e., 79.24% of total revenue

Reflects direct costs associated with logistics business i.e., freight and supervision charges, trip expenses, vehicle maintenance charges, tyre and tubes, other direct expenses, freight payments to railways, handling and haulage charges to the railway, etc.

Employee Benefit Expenses:

?‚? 60.74 lakhs (2.41% of revenue)

Comprises of routine payments made to employees of the Company i.e., Salary Expenses to employees

and directors, and Contribution to Statutory Funds.

Finance Costs:

?‚? 72.68 lakhs (2.88%)

Finance costs reflect the cost of borrowings and includes Interest expense and other borrowing costs.

Depreciation and Amortization:

?‚? 87.13 lakhs (3.45%)

Depreciation and amortization expense consists of depreciation on motor vehicles, office equipment, computers, furniture & fixtures and intangible assets.

Other Expenses:

?‚? 27.85 lakhs (1.10%)

Includes administrative, operational, and miscellaneous costs. Other expenses comprise of business promotion expenses, legal and professional fees, office rent, rates & taxes, domain & software charges, travelling & conveyance expenses etc.

Net Profit Before Tax

Profit Before Tax (PBT): ?‚? 275.78 lakhs

PBT Margin: 10.92% of total revenue

No exceptional items were reported during the period.

Taxation

Current Tax provision of ?‚?69.20 lakhs has been made, reflecting a normalized effective tax rate.

Deferred Tax Credit of ?‚?4.66 lakhs

No adjustments were made for earlier years, indicating clean tax positions and no significant disputes.

Net Profit After Tax (PAT)

Net profit after tax of ?‚?201.92 lakhs, representing a net margin of 8.01% on total revenue of ?‚?2,525.25 lakhs.

COMPARISON OF FINANCIAL YEAR ENDED MARCH 31, 2025 TO FINANCIAL YEAR ENDED MARCH 31, 2024 (BASED ON RESTATED FINANCIAL STATEMENTS)

Income:

Total Income

Our total revenue amounted to Rs. 11,202.82 Lakhs for the year ended March 31, 2025, of which, the revenue from operations and other income generated is as described below:

Revenue from Operations

Our revenue from operations for the year ended March 31, 2025 was Rs. 11,188.21 Lakhs.

Our Company earned major income from freight services till financial year 2022-2023. In the financial year 2023-2024, our Company started non-freight services as a new revenue vertical. Contribution of freight services from own fleet to revenue from operations during the year ended March 31, 2025 was Rs. 3,893.48 Lakhs ( 34.80% ) and revenue from freight services from hired fleet were Rs. 3,638.17 Lakhs ( 32.52% ). The addition of railways, shipping and supervision as non-freight services provided by our Company contributed to Rs. 2,650.15 Lakhs in revenue ( 30.03% ) in financial year 2023-2024 and Rs. 3,235.77 Lakhs ( 28.92% ) in revenue for the year ended March 31, 2025. Other non-freight services aggregated to Rs. 124.87 Lakhs contributing to 1.12% of revenue from operations during the year ended March 31, 2025. The increase in revenue from own fleet is due to increase in 40 vehicles during the FY 2024.

Other Income

Other Income for the year ended March 31, 2025 was Rs. 14.61 Lakhs comprising of interest on fixed deposits.

Expenditure:

Cost of Services Consumed

Cost of service consumed is a direct cost and it corresponds to the increase / decrease in the revenue from operations.

This cost, for the year ended March 31, 2025 was Rs. 9,198.00 Lakhs ( 82.10% of the Total Income ) vis-? -vis Rs. 7,542.63 Lakhs ( 85.42% of the Total Income ) for the year ended March 31, 2024. The decrease in this cost of 3.32% is on account of normal business operations of our Company and economies of scale.

Employee Benefits Expenses

The employee benefit expenses for the year ended March 31, 2025 is Rs. 208.63 Lakhs, aggregating to 1.86% of the total income. During the year ended March 31, 2025 the directors remuneration was Rs. 83.00 Lakhs vis-? -vis Rs. 56.40 Lakhs in March 31, 2024. The increase in this cost for the year ended March 31, 2025 is because of increase in the yearly remuneration of the directors of our Company. The employee benefit expenses other than director remuneration has remained stable.

Finance Costs

Finance cost for the year ended March 31, 2025 is Rs. 283.21 Lakhs i.e., 2.53% of the total income as compared to Rs.

207.41 lakhs in FY 2024. The increase in the finance cost of the Company is because of an increase in Long Term and Short-Term Borrowings i.e., Rs. 2,709.63 Lakhs as on March 31, 2024 to Rs. 2,798.58 Lakhs as on March 31, 2025.

Depreciation and Amortization Expenses

Depreciation for the year ended March 31, 2025 is Rs. 456.00 Lakhs which is 4.07% of the total income.

Other Expenses

Other Expenses for the year ended March 31, 2025 is Rs. 88.61 Lakhs which is 0.79% of the total income. This expense includes office rent, business promotion expense, legal & professional fees, rates & taxes, administrative expenses, and travelling and conveyance expenses.

Reason for key variances:

The Business Promotion Expenses was Rs. 3.82 Lakhs in March 31, 2024 which has increased to Rs. 14.49 Lakhs in March 31, 2025. This increase is because, the company had hosted a business event and incurred cost aggregating to Rs. 7.30 Lakhs. Further, the Company has also incurred expense towards sponsorship fee paid to Confederation of Indian Industry amounting to Rs. 4.00 Lakhs.

The Rates & Taxes of the Company were Rs. 0.95 lakhs in March 31, 2024 which has increased to Rs. 10.69 lakhs in March 31, 2025. This increase is attributed to the following expenses ?€“

Payment of ROC filing fees of Rs. 5.25 Lakhs for increasing the authorized share capital,

Tax paid to Kolkata Municipal Corporation towards property tax for earlier periods amounting to Rs.

4.59 Lakhs

Payments amounting to Rs. 0.43 Lakhs to NSDL and CDSL for demat connectivity.

There has been a reduction in the office rent expense as the Company has vacated three of its branch offices located in Durgapur, Kharagpur and one in Kolkata.

Tax expense

Our total tax expenses for the year ended March 31, 2025 was Rs. 248.63 Lakhs. Our tax expenses comprised (i) current tax amounting to Rs. 247.84 Lakhs, and (ii) deferred tax amounting to Rs. 0.79 Lakhs.

Profit after Tax

Profit after tax for the year ended March 31, 2025 is Rs. 719.74 Lakhs which is 6.42% of the total income. This is higher than FY 2024 due to increase in business operations in FY 2025.

COMPARISON OF FINANCIAL YEAR ENDED MARCH 31, 2024 TO FINANCIAL YEAR ENDED MARCH 31, 2023 (BASED ON RESTATED FINANCIAL STATEMENTS)

Income:

Total Revenue

During the year 2023-24, the total revenue has increased to ?‚? 8,829.81 Lakhs as against ?‚? 6,037.19 Lakhs in 2022-23 showing an increase of 46.26%.

Revenue from Operations

Our revenue from operations for the year 2023-2024 was ?‚? 8,825.91 Lakhs as against ?‚? 6,034.13 Lakhs in 2022-23 showing an increase of 46.27%. Revenue from Freight Services increased from ?‚? 5,541.40 Lakhs in March 31, 2023 to ?‚? 6,079.65 Lakhs in March 31 2024 and revenue from Non-freight services increased from ?‚? 492.73 Lakhs in March 31 2023 to ?‚? 2,746.26 Lakhs in March 31 2024. The Company expanded its focus towards provision of non-freight services as a business vertical and was hence able to achieve higher revenue during the year.

Other Income

Other Income for the year 2023-2024 was ?‚? 3.90 Lakhs as against ?‚? 3.06 Lakhs in 2022-23 demonstrating an increase of 27.65%.

Expenditure:

Cost of Services Consumed

During the year 2023-24, the cost of services consumed was ?‚? 7,542.62 Lakhs as against ?‚? 5,298.74 Lakhs in 2022-23 showing an increase of 42.35% in terms of value.

In percentage terms, the cost of services consumed for the year ended March 31, 2024 as a % of total revenue was 85.42% vis-? -vis 87.77% for the year ended March 31, 2023. The decrease in this cost by 2.68% in percentage terms is due to normal business operations of the Company.

Employee Benefits Expenses

During the year 2023-24, the employee benefit expense was ?‚? 176.23 Lakhs as against ?‚? 160.75 Lakhs in 2022-23 showing an increase of 9.63%.

Finance Cost

During the year 2023-24, the finance cost of the Company was ?‚? 207.41 Lakhs as against ?‚? 144.68 Lakhs in 2022-23 showing an increase of 43.36%. During the year 2023-2024 the Company purchased 40 new vehicles and the same was funded by debt, hence there has been an increase in the finance cost of the Company.

Depreciation and Amortization Expenses

During the year 2023-24, the depreciation has been ?‚? 397.86 Lakhs as against ?‚? 187.30 Lakhs in 2022-23 showing an increase of 112.42%. During the year 2023-2024 the Company purchased 40 new vehicles resulting in increase in depreciation cost.

Other Expenses

During the year 2023-24, the other expenses was ?‚? 66.66 Lakhs as against ?‚? 96.95 Lakhs in 2022-23 showing a decrease of 31.23%.

Reasons for key variances:

The variances in Legal & Professional Fees are on account of late invoice issued by one of our professional service providers for ?‚? 5.50 Lakhs. This invoice was for FY 2021-22 and 2022-23 and was issued in FY 2023- 24.

The GST amount of ?‚? 10.43 Lakhs charged to Profit & Loss account in the FY2023-2024 was due to reversal of ITC on Supplies on which our customers were paying GST under Reverse Charge Mechanism (RCM).

Profit after Tax

The PAT for the year 2023-24 was ?‚? 316.33 Lakhs as against ?‚? 109.06 Lakhs in 2022-23 showing an increase of 190.02%. This is due to increase in Revenue from operations of the Company by 46.27%.

Justification for substantial increase in PAT and PAT Margin in FY 24 Compared to FY 23.

During FY 2022-23 the revenue from operations of the Company was ?‚? 6034.13 Lakhs which increased to ?‚?

8825.91 Lakhs in FY 2023- 24.

This increase was because:

During FY 2023-24, the Company generated higher income by providing services under Non-Freight segment and generated revenue of ?‚? 1538.23 Lakhs from this segment. In FY 2022-23, this segment was newly started and revenue derived from this segment was ?‚? 492.73 Lakhs only. The non-freight services undertaken by the Company are specialized in nature. The reasons of higher margin in Non-Freight segment is as follows:

Specialized Service: This service demands expertise in handling complex logistics, critical timelines, and transportation of industrial materials. Constant communication with the customers and vendors is required to execute these services.

Adhering to timelines: The Company handles customers critical logistics requirements and the cost of failure or delay is usually high. By ensuring timely delivery, the Company ensures that the clients avoid financial penalties, such as demurrage charges.

Few players in this segment: The market for such non-freight services is less fragmented than the general freight market. The requirement for specific capabilities and experience in non-freight logistics lead to a fewer number of competitors, thereby supporting favourable pricing and higher margins.

Further, the company also added 40 new trucks to its own fleet in FY 2023-24 which led to generation of higher business volume of the Company and it could book additional revenue of ?‚? 1056.70 Lakhs by providing freight services vide its own fleet.

The Companys PAT and PAT margin increased due increase in overall business of the Company viz revenue from freight and non-freight services. Further, the profit margin in Railways, Shipping and Supervision segment is higher than the Companys margin from freight services.

CASH FLOWS

(?‚? In Lakhs)

Particulars	For the period / financial years ended
	June 30, 2025	March 31, 2025	March 31, 2024	March 31, 2023
Net Cash from Operating Activities	211.68	379.81	266.40	483.26
Net Cash from Investing Activities	(390.65)	(288.14)	(1,559.98)	(290.89)
Net Cash from Financing Activities	94.08	17.31	1,282.90	(245.59)

Cash Flows from Operating Activities

Cash flow for the three months period ended June 30, 2025 was ?‚? 211.68 Lakhs as compared to Profit Before Tax of ?‚? 275.78 Lakhs. This is because of increase in trade receivables by ?‚? 332.70 Lakhs.

Cash flow from operating activities for financial year 2024-25 was ?‚? 379.81 lakhs as compared to Profit Before Tax of ?‚? 968.37 Lakhs. This is because of increase in trade receivables by ?‚? 1,484.84 Lakhs.

Cash flow from operating activities for financial year 2023-24 was ?‚? 266.40 lakhs as compared to Profit Before Tax of ?‚? 439.03 Lakhs. This was due to increase in trade receivables and short-term loans and advances of the Company.

Cash Flow from operating activities for financial year 2022-23 was ?‚? 483.26 lakhs as compared to Profit Before Tax of ?‚? 148.77 Lakhs. This was due to realization from short term loans and advances and also because of receipt of higher credit period from trade creditors.

Cash Flows from Investment Activities

For the three months period ended June 30, 2025 the net cash (outflow) from investing activities was ?‚? 390.66 Lakhs. This was mainly due to capital expenditure incurred on fixed assets and CWIP including capital advances.

In the financial year 2024-25, the net cash (outflow) from investing activities was ?‚? (288.14) lakhs. This was mainly due to capital expenditure incurred on fixed assets and CWIP including capital advances and investment in Fixed deposits.

In the financial year 2023-24, the net cash (outflow) from investing activities was ?‚? (1,559.98) lakhs. This was mainly due to capital expenditure on fixed assets, CWIP including capital advances of ?‚? 1560.37 Lakhs.

In the financial year 2022-23, the net cash (outflow) from investing activities was ?‚? (290.89) lakhs. This was mainly due to capital expenditure on fixed assets, CWIP including capital advances of ?‚? 237.34 Lakhs.

Cash Flows from Financing Activities

For the three months period ended June 30, 2025 the net cash from financing activities was ?‚? 94.08 Lakhs. This was on account of increase in short term and long-term borrowings of the Company.

During the financial year 2024-25, the net cash from financing activities was ?‚? 17.31 lakhs. This was on account of increase in short term borrowings of the Company.

In the financial year 2023-24, the net cash from financing activities was ?‚? 1,282.90 lakhs. This was on account of long term and short-term borrowings availed by our Company.

In the financial year 2022-23, the net cash (outflow) from financing activities was ?‚? (245.59) lakhs. This was on account of repayment of borrowings and servicing of interest cost.

Information required as per Item 11 (II) (C) (iv) of Part A of Schedule VI to the SEBI Regulations: Unusual or infrequent events or transactions

There has not been any unusual trend on account of our business activity. Except as disclosed in this Red Herring Prospectus, there are no unusual or infrequent events or transactions in our Company.

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

There are no significant economic changes that may materially affect or likely to affect income from continuing operations.

Known trends or uncertainties impacting sales, revenue, or income

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

Future changes in the relationship between costs and revenues

Other than as described in the sections " Risk Factors ", " Our Business " and " Managements Discussion and Analysis of Financial Condition and Results of Operations " on pages 28 , 130 and 224 respectively of this Red Herring Prospectus, to our knowledge, no future relationship between expenditure and income is expected to have a material adverse impact on our operations and finances.

Income and Sales on account of major product/main activities

Income and sales of our Company is derived from our main activity i.e., transportation services.

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

Increases in our revenues are by and large linked to increases in the volume of business.

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

Our business activity primarily falls within two business segments i.e. freight and non-freight related services. Freight transportation segment comprises transportation using roads and railways and non-freight related services includes services such as handling, loading and unloading, custom clearance, truck forwarding services on hire basis and other last-mile delivery services as disclosed in " Restated Financial Statements " on page 184 of this Red Herring Prospectus.

Status of any publicly announced New Products or Business Segment

Except as disclosed in the Chapter " Our Business " , on page 130 of this Red Herring Prospectus our Company has not announced any new product or service.

Seasonality of business

Our business is not subject to seasonality. For further information, see " Industry Overview " and " Our Business " on pages

116 and 130 respectively.

Any significant dependence on a single or few suppliers or customers

Our Company is significantly dependent on few key customers. For further details, refer to the chapter titled "Risk factors" on page 28 of this Red Herring Prospectus.

Competitive Condition

The Indian logistics industry is highly competitive, driven by a fragmented market dominated by unorganized players alongside a growing number of organized firms. Low barriers to entry have intensified competition, particularly in pricing and service differentiation. The rapid growth of e-commerce has further fueled the race for market share in last-mile delivery, with start-ups and traditional players competing to provide cost-efficient and tech-enabled solutions. Companies are increasingly investing in infrastructure, technology, and value-added services like cold chain and express logistics to gain a competitive edge in this dynamic and fast-evolving sector.