S J Logistics (India) Ltd Management Discussions

OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with our restated consolidated financial statements attached in the chapter titled "Financial Information of the Company" beginning on page 166. You should also read the section titled "Risk Factors" on page 27 and the section titled "Forward Looking Statements" on page 20 of this Red Herring Prospectus, which discusses a number of factors and contingencies that could affect our financial condition and results of operations. The following discussion relates to us, and, unless otherwise stated or the context requires otherwise, is based on our Restated consolidated financial Statements.

Our financial statements have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI (ICDR) Regulations and restated as described in the report of our auditor dated September 25, 2023. which is included in this Red Herring Prospectus under "Financial Statements". The Restated Financial Information has been prepared on a basis that differs in certain material respects from generally accepted accounting principles in other jurisdictions, including US GAAP and IFRS. Our financial year ends on March 31 of each year, and all references to a particular financial year are to the twelve-month period ended March 31 of that year.

Business Overview

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

We started the business as a proprietorship concern during the year 2000 under the leadership of our Promoter Rajen Hasmukhlal Shah. Later, during the year 2003, considering the market demand and business opportunity in the logistic and freight forwarding business, our promoter incorporated and carry on the business of freight forwarding under the name and style of "S J Logistics (India) Private Limited" and since then, we have grown our presence, expanded the scope of our services, and increased our capabilities in the business of freight forwarding. We have over the years developed ourselves and increased the ambit of our services covering services which includes multimodal transportation, regulatory compliance like custom clearance and other related services. We are also engaged in handling of project cargo, which require detailed planning and technical experience. The project handling service includes providing solutions to meet specific customer requirements for the transport of oversized, over dimensions cargo, critical or high value cargos such as power generating set, excavator, transmission tower etc. from one location to another using multiple modes of transport. The transport of oversized, over dimensions cargo, critical or high value cargos are generally handled on a turnkey contract basis.

We operate from our registered office situated at Thane and our international logistics operations are supported by a network of partners and vendors that enables us to service client requirements across India and abroad as well. We deliver international logistic services by using air, sea and surface, as modes of transportation. Our regulatory compliance services include customs clearance which is undertaken through mutual understanding with our network and connection formed over years. Further, we can issue House bill of lading for the consignments moving from India to Brazil through our agency arrangements which provides an additional layer of security to our customers for their goods moving from India to these countries.

During the fiscal 2023, we have processed over 3100 bill of lading to countries/ areas including African countries, South American countries, Australia, Bangladesh, European countries, Gulf counties, south east Asian countries, Russia, United States of America etc. Apart from this, our company have entered into mutual cooperation or agency agreements with parties located in countries like Ecuador, Brazil, Chile, Peru, United States of America, Paraguay, Bolivia, Hongkong, China, Taiwan, Vietnam and other countries for our logistic and freight forwarding business for inward and outward movement of the cargo and performing all required operations and documentation work for the cargo movement to and from India to the abovementioned countries.

The growth of our company starts with the idea of our promoter namely Rajen Hasmukhlal Shah, who has an industry experience of around 33 years. His knowledge and guidance have been instrumental for the growth and development of the Company. Further, his knowledge in functions like documentation, customer service, operations, sales & marketing in the logistics and shipping industry have helped us in establishing and expanding our business. Also, our Whole Time Director and CFO Jeet Rajen Shah, who is a Master of Global business and has an industry experience of around 5 years in shipping, logistics and transportation industry. He currently looks after activities like financial and statutory compliances. Under the leadership of our promoter and the support of our employees we have evolved ourselves into a company which is providing freight & forwarding solutions to the customer along with project and heavy-lift logistics solutions involve movements of odd and oversized cargo.

Our company has two subsidiary companies namely SJA Logisol India Private Limited ("SJALIPL") and S. J. L. Group (Singapore) Pte. Ltd. SJA Logisol India Private Limited is engaged in the business of providing services of transportation and logistics services. Further, the company S. J. L. Group (Singapore) Pte. Ltd have been formed in Singapore where our company holds almost 100%

stake, making it our subsidiary. It is engaged in the business of providing services of freight forwarding, packing and crating services. For further details of the same, please refer chapter titled "Our History and Other Corporate Matters" beginning on page 139 of the Red Herring Prospectus. Our Company is consistent in quality of services round the year. Our Company is committed to providing customers quality services at reasonable prices. We strive to develop a long-term business relationship with our customer by offering service while maintaining the industry standards and customers business requirements.

Our Certifications and Accreditations

• MTO Certification

• Federal Maritime Commission (FMC OTI-NVOCC)

• International Federation of freight forwarders Association (FIATA)

• Member of PPL Network

• Member of Africa Logistics Network

The following table sets forth a breakdown of our revenue from operations, as well as other key performance indicators, for the periods indicated:

(Rs. In Lakhs except percentages and ratios)

Particulars	September 30, 2023	March 31, 2023	March 31, 2022	March 31, 2021
Revenue from Operations(1)	10309.45	13431.17	10362.43	12392.64
EBITDA(2)	1286.05	1172.47	363.25	343.83
EBITDA Margin(3)	12.47%	8.73%	3.51%	2.77%
Profit After Tax (PAT)	931.07	761.56	188.37	86.32
PAT Margin(4)	9.03%	5.67%	1.82%	0.70%
Net Worth(5)	5640.93	3120.32	1536.49	1348.12
ronw(6)	16.51%	24.41%	12.26%	6.40%
ROCE(7)	15.07%	18.50%	11.68%	7.54%

Notes:

(1) Revenue from operation means revenue from services and other operating revenues

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

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

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

(5) Net worth means the aggregate value of the paid-up share capital and reserves and surplus of the company.

(6) Return on Equity is ratio of Profit after Tax and Shareholder Equity

(7) Return on Capital Employed is calculated as EBIT divided by capital employed, which is defined as shareholders equity plus total borrowings {current & non-current}.

Explanation for KPI metrics

KPI	Explanations
Revenue from Operations	Revenue from Operations is used by our management to track the revenue profile of the business and in turn helps to assess the overall financial performance of our Company and volume of our business
EBITDA	EBITDA provides information regarding the operational efficiency of the business
EBITDA Margin (%)	EBITDA Margin (%) is an indicator of the operational profitability and financial performance of our business
PAT	Profit after tax provides information regarding the overall profitability of the business.
PAT Margin (%)	PAT Margin (%) is an indicator of the overall profitability and financial performance of our business.
RoE(%)	RoE provides how efficiently our Company generates profits from shareholders funds.
RoCE (%)	RoCE provides how efficiently our Company generates earnings from the capital employed in the business.

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

For details in respect of Statement of Significant Accounting Policies, please refer to Restated Financial Statements beginning on page 166 of this Red Herring Prospectus.

Factors affecting the Business & Operations

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

2. Changes in customer demand;

3. Increased competition in logistics industry;

4. Factors affecting Logistics Industry;

5. Failure to successfully upgrade our product portfolio, from time to time;

6. Any change in government policies resulting in increases in taxes payable by us;

7. Our ability to retain our key managements persons and other employees;

8. Changes in laws and regulations that apply to the industries in which we operate.

9. Our failure to keep pace with rapid changes in technology;

10. Our ability to grow our business;

11. Our ability to make interest and principal payments on our existing debt obligations and satisfy the other covenants contained in our existing debt agreements;

12. general economic, political and other risks that are out of our control;

13. Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;

14. Companys ability to successfully implement its growth strategy and expansion plans;

15. failure to comply with regulations prescribed by authorities of the jurisdictions in which we operate;

16. inability to successfully obtain registrations in a timely manner or at all;

17. occurrence of Environmental Problems & Uninsured Losses;

18. conflicts of interest with affiliated companies, the promoter group and other related parties;

19. any adverse outcome in the legal proceedings in which we are involved;

20. Concentration of ownership among our Promoter;

21. The performance of the financial markets in India and globally;

22. Global distress due to pandemic, war or by any other reason.

Discussion on Result of Operations

The following discussion on results of operations should be read in conjunction with the Restated Financial Statements for stub period ended on September 30, 2023 and for the financial years ended on March 31, 2023, March 31, 2022 and March 31, 2021.

(Rs in Lakhs)

Particulars	September 30, 2023	% of Total Income	FY 2022-23	% of Total Income	FY 2021-22	% of Total Income	FY 2020-21	% of Total Income
Income
Revenue From Operation	10309.45	99.72	13431.1 7	99.48	10362.4 3	98.40	12392.6 4	99.92
Other Income	29.11	0.28	69.82	0.52	168.75	1.60	10.24	0.08
Total Income	10338.56	100.00	13500.9 9	100.00	10531.1 8	100.00	12402.8 8	100.00
Expenditure
Cost of Services	8404.17	81.23	11135.1 9	82.48	9520.12	90.40	11325.7 7	91.32
Employee Benefit Expenses	247.96	2.40	608.04	4.50	279.40	2.65	335.65	2.71
Finance Cost	159.07	1.54	250.41	1.85	223.45	2.12	210.66	1.70
Depreciation and Amortization Expenses	20.12	0.19	44.43	0.33	52.05	0.49	50.97	0.41
Other Expenses	344.61	3.33	509.79	3.78	199.75	1.90	362.89	3.45
Total Expenditure	9175.92	88.75	12547.8 5	92.94	10274.7 7	97.57	12285.9 3	99.06
Profit/(Loss) Before Exceptional & extraordinary items & Tax	1162.64	11.25	953.14	7.06	256.41	2.43	116.96	0.94
Exceptional Item	-	-	-	-	-	-	-	-
Profit/(Loss) Before Tax	1162.64	11.25	953.14	7.06	256.41	2.43	116.96	0.94
Tax Expense:
Tax Expense for Current Year	225.54	2.18	196.13	1.45	54.80	0.52	32.80	0.26
Short/ (Excess) Provision of Earlier Year	-	-	-	-	-	-	-	-
Deferred Tax	6.03	0.06	(4.55)	(0.03)	13.23	0.13	(2.17)	(0.02)
Net Current Tax Expenses	231.57	2.24	191.58	1.42	68.03	0.65	30.63	0.25
Profit/(Loss) for the Year	931.07	>9.01	761.56	5.64	188.37	1.79	86.32	0.70

Revenue from operations:

Revenue from operations mainly consists of income from logistics services.

Other Income:

Our other income primarily comprises of Interest Income, Rental income and Exchange Rate Fluctuation.

Expenses:

Companys expenses consist of Cost of services, Employee benefits expense, Finance costs, Depreciation and amortization and other expenses.

Cost of Services:

Our cost of services comprises of cost incurred during the availment of services with other logistics service providers..

Employee benefits expense:

Our employee benefits expense primarily comprises of Salaries, Director Remuneration, Staff Welfare Expenses, Contribution to provident and other funds and Gratuity Expense.

Finance Costs:

Our finance cost includes Interest expense and Other Borrowing cost.

Depreciation and Amortization Expenses:

Depreciation includes depreciation on Property, Plant & Equipments etc.

Other Expenses:

Our other expenses includes Administrative Expenses, Repair & Maintenance and Selling & Distribution Expenses. Administrative Expenses such as Rent, Rates and Taxes, Insurance Charges, Fuel Expenses, Legal & Professional Expenses, Repair & Maintenance and Other Administrative Expenses. Selling & Distribution Expenses such as Advertisement Expenses, Marketing Expenses, Commission Expenses, etc.

FINANCIAL PERFORMANCE HIGHLIGHTS FOR THE PERIOD ENDED SEPTEMBER 30, 2023 Revenue

Our revenue from operations were Rs. 10309.45 lakhs in six months period ended September 30, 2023. This comprised income from logistics services. Our other income was Rs. 29.11 lakhs which primarily comprised of rent income of Rs. 15.60 lakhs, foreign exchange gain of Rs. 13.44 lakhs and interest income of Rs. 0.07 lakhs.

Expenses

Our total expenses were Rs. 9175.92 lakhs in six months period ended September 30, 2023. This was primarily attributable to the following:

Cost of Services

Cost of sevices were Rs. 8404.17 lakhs in six months period September 30, 2023 which comprises of cost incurred during the availment of services with other logistics service providers

Employee Benefits Expense

Our employee benefit expenses were Rs. 247.96 lakhs in six months period September 30, 2023.

Finance Costs

Our finance cost was Rs. 159.07 lakhs in six months period September 30, 2023.

Depreciation and Amortisation Expenses

Our depreciation and amortization expenses were Rs. 20.12 lakhs in six months period September 30, 2023.

Other expenses

Our other expenses were Rs. 344.61 lakhs in six months period September 30, 2023.

Restated profit for the period

Our restated profit for the six months period September 30, 2023 was Rs 931.07 lakhs.

Financial Year 2023 Compared to Financial Year 2022 (Based on Restated Financial Statements)

Total Income:

Total income for the financial year 2022-23 stood at Rs. 13500.99 Lakhs whereas in Financial Year 2021-22 the same stood at Rs. 10531.18 Lakhs representing an increase of 28.20%. The main reason for increase in total income was due to the consolidation of accounts of the company with its wholly owned Subsidiary. The standalone total income of the company increase by approximately 2.94% as compared to the previous year. The increase in total income by Rs. 2660.40 lakhs was due to consolidation of the total income of our wholly owned subsidiary company as reduced with intra group transaction.

Revenue from Operations

During the financial year 2022-23, the net revenue from operation of our Company increased to Rs. 13431.17 Lakhs as against Rs. 10362.43 Lakhs in the Financial Year 2021-22 representing an increase of 29.61%. The main reason for increase in revenue from operation was due to the consolidation of accounts of the company with its wholly owned Subsidiary. The standalone revenue from operations of the company increase by approximately 3.94% as compared to the previous year. The increase in revenue from operations by Rs. 2660.47 lakhs was due to consolidation of the total income of our wholly owned subsidiary company as reduced with intra group transaction.

Other Income:

During the financial year 2022-23, the other income of our Company decreased to Rs. 69.82 Lakhs as against Rs. 168.75 lakhs in the Financial Year 2021-22 representing decrease of 58.63%. The decrease in other income was due to reduction in the foreign exchange gain and loss which was Rs. 136.00 lakhs during the year 2022 and foreign exchange loss during the year 2023.

Total Expenses

The total expense for the financial year 2022-23 increased to Rs. 12547.85 Lakhs from Rs. 10274.77 lakhs in the Financial Year 2021-22 representing an increase of 22.12%. Such increase was due to increase in business operations of the Company. The purchase of services expenses increased from Rs. 9520.12 lakhs in Fiscal 2022 to Rs. 11135.19 lakhs in Fiscal 2023 representing an increase of 16.96% and increase in other expenses from Rs. 199.75 lakhs from fiscal 2022 to Rs. 509.79 lakhs in fiscal 2023 representing 155.21% as compared with previous year.

Cost of Services

Cost of Services increased to Rs. 11135.19 lakhs in F.Y 2022-23 from 9520.12 lakhs in F.Y 2021-22 representing increase of 16.96%. Such increase was due to increase in business operations of the Company. The main reason for increase in cost of services was due to the consolidation of accounts of the company with its wholly owned Subsidiary. The standalone cost of services increase by approximately 0.88% as compared to the previous year. The increase in cost of services by Rs. 1531.25 lakhs was due to consolidation of the cost of services of our wholly owned subsidiary company as reduced with intra group transaction.

Employee benefits expense:

Our Company has incurred Rs. 608.04 Lakhs as Employee benefits expense during the financial year 2022-23 as compared to Rs. 279.40 Lakhs in the financial year 2021-22. The increase of 117.62% was due to increase in salary and wages. The increase in exployess benefit on standalone bases was approximately 4.63% and the rest increase was due to the consolidation of accounts during the Foscal 2023.

Finance costs:

These costs were for the financial Year 2022-23 increased to Rs. 250.41 Lakhs as against Rs. 223.45 Lakhs during the financial year 2021-22. The increase of 12.07% was due to increase in the borrowings. The increase in borrowing cost was attributable due to increase in borrowings of the company to Rs. 2975.34 lakhs in fiscal 2023 from Rs. 2573.07 lakhs in fiscal 2022.

Depreciation and Amortization Expenses:

Depreciation for the financial year 2022-23 stood at Rs. 44.43 Lakhs as against Rs. 52.05 Lakhs during the financial year 2021-22. The decrease in depreciation was around 14.64% in comparison to the previous year.

Other Expenses:

Our Company has incurred Rs. 509.79 Lakhs during the Financial Year 2022-23 on other expenses as against Rs. 199.75 Lakhs during the financial year 2021-22. There was an increase of 155.21% mainly due to (i) increase in Rent, Rates and Taxes by 86.75% from Rs. 95.20 lakhs in F.Y 2021-22 to Rs. 177.78 Lakhs in F.Y 2022-23 (ii) increase in Repairs & Maintenance by 22.33% from Rs. 15.47 Lakhs in F.Y 2021-22 to Rs. 18.92 Lakhs in F.Y. 2022-23 (iii) increase in Fuel expenses by 169.22% from Rs. 3.52 lakhs in F.Y 2021-22 to Rs. 9.48 Lakhs in F.Y 2022-23 (iv) increase in professional consultancy charges by 1161.99% from Rs. 5.72 lakhs in F.Y 2021-22 to Rs. 72.23 Lakhs in F.Y 2022-23 (v) increase in Travelling expenses by 799.79% from Rs. 3.48 Lakhs in F.Y 2021-22 to 31.35 Lakhs in F.Y. 2022-23 (vi) increase in Selling Expenses by 9.36% from 15.45 Lakhs in F.Y 2021-22 to Rs. 16.89 Lakhs in F.Y 2022-23 (vii) increase in Office Expenses by 316.75% from Rs. 8.25 Lakhs in F.Y 2021-22 to Rs. 34.37 Lakhs in F.Y 2022-23.

Restated profit before tax:

Net profit before tax for the financial year 2022-23 increased to Rs. 953.14 Lakhs as compared to Rs. 256.41 Lakhs in the financial year 2021-22, which was majorly due to factors as mentioned above.

Restated profit for the year:

The Company reported Restated profit after tax for the financial year 2022-23 of Rs. 761.56 Lakhs in comparison to Rs. 188.38 lakhs in the financial year 2021-22. The increase of 304.26% was majorly due to factors mentioned above. The profit after tax increased by 122.21% on standalone basis due to increase in margins from 1.82% during the fiscal 2022 to 3.89% in fiscal 2023. The remaining increase was due to the consolidation of the profit of the wholly owned subsidiary companies post the acquisition.

Financial Year 2022 Compared to Financial Year 2021 (Based on Restated Financial Statements)

Total Income:

Total income for the financial year 2021-22 stood at Rs. 10531.18 Lakhs whereas in Financial Year 2020-21 the same stood at Rs. 12402.88 Lakhs representing decrease of 15.09%. The main reason was due to reduction in the freight and logistic volumes experienced by the company and the reduction in bill of lading processed by the company during the fiscal 2022 as compared with the fiscal year 2021.

Revenue from Operations

During the financial year 2021-22, the net revenue from operation of our Company decreased to Rs. 10362.43 Lakhs as against Rs. 12392.64 Lakhs in the Financial Year 2020-21 representing decrease of 16.38%. The main reason was due to reduction in the freight and logistic volumes experienced by the company and the reduction in bill of lading processed by the company during the fiscal 2022 as compared with the fiscal year 2021.

Other Income:

During the financial year 2021-22 the other income of our Company has significantly increased to Rs. 168.75 Lakhs as against to Rs. 10.24 lakhs in the Financial Year 2020-21 representing an increase of 1547.23%. The increase was attributable to foreign exchange gain earned by the company during the fiscal 2022 amounting to Rs. 136.00 lakhs as gainst foreign exchange loss of Rs. 82.43 lakhs in fiscal 2021.

Total Expenses

The total expense for the financial year 2021-22 decreased to Rs. 10274.77 Lakhs from Rs. 12285.93 lakhs in the Financial Year 2020-21 representing decrease of 16.37%. The purchase of services expenses decreased from Rs. 11325.77 lakhs in Fiscal 2021 to Rs. 9520.12 lakhs in Fiscal 2022 representing a decrease of 15.94% and decrease in other expenses from Rs. 362.89 lakhs in fiscal 2021 to Rs. 199.75 lakhs in fiscal 2022 representing a decrease of 44.95% as compared with previous year.

Cost of Services

Cost of Services decreased to Rs. 9520.12 lakhs in F.Y 2021-22 from 11325.77 lakhs in F.Y 2020-21 representing decrease of 15.94%. The main reason was due to reduction in the freight and logistic volumes experienced by the company and the reduction in bill of lading processed by the company during the fiscal 2022 as compared with the fiscal year 2021.

Employee benefits expense:

Our Company has incurred Rs. 279.40 Lakhs as Employee benefits expense during the financial year 2021-22 as compared to Rs. 335.65 Lakhs in the financial year 2020-21 representing a decrease of 16.76% mainly due to gratuity reversal and decrease in directors remuneration.

Finance costs:

These costs were for the financial Year 2021-22 increased to Rs. 223.45 Lakhs as against Rs. 210.66 Lakhs during the financial year 2020-21.

Depreciation and Amortization Expenses:

Depreciation for the financial year 2021-22 stood at Rs. 52.05 Lakhs as against Rs. 50.97 Lakhs during the financial year 2020-21. The increase in depreciation was around 2.11% in comparison to the previous year.

Other Expenses:

Our Company has incurred Rs. 199.75 Lakhs during the Financial Year 2021-22 on other expenses as against Rs. 362.89 Lakhs during the financial year 2020-21. There was decrease of 44.95% mainly due to (i) decrease in Insurance Charges by 35.11% from Rs. 10.88 Lakhs in F.Y 2020-21 to Rs. 7.06 in F.Y 2021-22 (ii) decrease in Premium on forward contracts by 100% from Rs. 49.37 lakhs in F.Y 2020-21 to Nil in F.Y 2021-22 (iii) decrease in foreign exchange loss by 100% from 82.43 Lakhs in F.Y 2021-21 to foreign exchange profit of Rs. 136.00 Lakhs in F.Y 2021-22. (iv) decrease in Professional Consultancy Charges by 53.71% from 12.36 Lakhs in F.Y 2020-21 to 5.72 Lakhs in FY 2021-22 (v) decrease in transportation expenses by 65.56% from 10.12 Lakhs in F.Y 2020-21 to Rs. 3.48 Lakhs in F.Y 2021-22 (vi) decrease in Selling expenses by 69.86% from Rs. 49.76 Lakhs in F.Y. 2020-21 to Rs. 15.45 lakhs in F.Y 2021-22.

Restated profit before tax:

Net profit before tax for the financial year 2021-22 has significantly increased to Rs. 256.41 Lakhs as compared to Rs. 116.96 Lakhs in the financial year 2020-21. The increase of 119.24% which was majorly due to factors as mentioned above.

Restated profit for the year:

The companys profit in FY 22 has increased on account of abnormal foreign exchange gain booked during this year. The Net profit of the company has increased from Rs. 86.32 lakhs in FY21 to Rs. 188.37 lakhs in FY22 representing an increase of 118.22%. The foreign exchange gain/loss increased from a loss of Rs. 82.43 lakhs in FY21 to a gain of Rs. 136.00 lakhs in FY22, which has resulted into an increase in profits of the company.

Information required as per Item (II)(C)(iv) of Part A of Schedule VI to the SEBI Regulations:

An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:

1. Unusual or infrequent events or transactions

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

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

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

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

Apart from the risks as disclosed under Section "Risk Factors" beginning on page 27 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.

4. Future changes in relationship between costs and revenues

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

Condition and Results of Operations" on pages 27, 108 and 209 respectively, to our knowledge, no future relationship between expenditure and income is expected to have a material adverse impact on our operations and finances.

5. Segment Reporting

Our business activity primarily falls within a single business and geographical segment, other than as disclosed in "Restated Financial Statements" on page 166 we do not follow any other segment reporting

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

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

7. Seasonality of business

Our business is not subject to seasonality. For further information, see "Industry Overview" and "Our Business" on pages 98 and 108, respectively.

8. Dependence on single or few customers

Given the nature of our business operations, we do not believe our business is dependent on any single or a few customers

9. Competitive conditions

Competitive conditions are as described under the Chapters "Industry Overview" and "Our Business" beginning on pages 98 and 108 respectively of this Red Herring Prospectus.

10. Details of material developments after the date of last balance sheet i.e. September 30, 2023

After the date of last Balance sheet i.e. September 30, 2023, the following material events have occurred after the last audited period

1) Our company has approved the audited financial statements for the stub period ended September 30, 2023 in the Board meeting dated October 16, 2023

2) Our Company has approved the Restated Financial Statements for the stub period ended on September 30, 2023 and for the financial year ended March 31, 2023, March 31, 2022 and March 31, 2021 in the Board meeting dated October 19, 2023

3) Our Company has approved the Red Herring Prospectus vide resolution in the Board Meeting dated December 05, 2023.

CAPITALISATION STATEMENT

(Amount in Rs. Lakhs)

Particulars	Consolidated
	Pre Issue As at September 30 2023	Post Issue As at September 30 2023 (as adjusted for Bonus Issue
Borrowings
Short term debt (A)	796.70	796.70
Long Term Debt (B)	2155.70	2155.70
Total debts (C)	2952.40	2952.40
Shareholders funds
Equity share capital	1064.31	*
Reserve and surplus - as restated	4576.62	*
Total shareholders funds	5640.93	*
Long term debt / shareholders funds (in Rs.)	0.38	*
Total debt / shareholders funds (in Rs.)	0.52	*

*The Corresponding post issue figure are not determinable at this stage, due to pendency of public issue, hence not furnished. Notes:

1. Short term Debts represent which are expected to be paid/payable within 12 months and includes instalment of term loans repayable within 12 months.

2. Long term Debts represent debts other than Short Term Debts as defined above excluding instalment of term loans repayable within 12 months grouped under short term borrowings

3. The figures disclosed above are based on restated statement of Assets and Liabilities of the Company as at September 30, 2023.