Western Carriers India Ltd Management Discussions

OVERVIEW

We are the largest private, multi-modal, rail focused, 4PL asset-light logistics company in India in terms of container volumes handled/operated by private players in Fiscal 2023. Our domestic and EXIM market share, based upon container volumes handled, was 6% and 2%, respectively, in Fiscal 2023 (Source: lLattice Report). We have several years of experience in road, rail and sea / river multi-modal movement for domestic as well as EXIM cargo in and out of India. The metrics set out below reflect the scale and growth of our operations.

We operate on a scalable, asset-light business model which enables us to provide differentiated 3PL and 4PL solutions. We endeavour to address complexities (in terms of scale of operations and logistics requirements) by creating customised, one-stop/single-window, end-to-end and integrated logistics solutions for our customers, which involve a variety of value-added services across the supply chain.

Our Promoter, Rajendra Sethia, established his logistics business as a rail-focused logistics business in 1972, which was later acquired by our Company in 2013. Over the last 50 years, our business has continued to evolve to provide end-to-end, customised, multi-modal logistics solutions across the supply chain integrating road, railway, water and air logistics along with a customised suite of value-added services.

Set out below is a graphical representation of our multi-modal logistics solutions and services.

Our customer relationships

* Other sectors include building material, textile, power, electrical equipment and retail.

These long-standing relationships have also contributed to the growth of our revenues from our existing customers and the expansion of our customer base. In Fiscal 2024, 80% of our revenues originated from customers who had been transacting with us for over three years and our customer retention rate for our top 10 customers was 100%. We continue to evolve our business with progressing needs of our customers, some of whom are industry leaders in their respective sectors. We believe this enables us to grow our business organically alongside our customers. We believe

that the several years of experience of our Company and our Promoters, along with our commitment to customer centric service, our efficiency and on-time delivery has resulted in many of our customers considering us as their partner of choice.

We have demonstrated a successful track record of growth in revenue, EBITDA and profit for the year, with revenue from operations increasing to ?16,857.69 million in Fiscal 2024 from ?14,708.75 million in Fiscal 2022, representing a CAGR of 4.65%, EBITDA increasing to ?1,518.24 million in Fiscal 2024 from ? 1,088. 87 million in Fiscal 2022, representing a CAGR of 11.72%, and profit for the year increasing to ? 803.47 million in Fiscal 2024 from ? 611.29 million in Fiscal 2022, representing a CAGR of 9.54%. Our EBITDA Margin was 9.01%, 7.74% and 7.40% in Fiscals 2024, 2023 and 2022, respectively. Our RoE and RoCE remained broadly consistent in Fiscal 2024 compared with Fiscal 2022. Our RoE was 22.41%, 24.84% and 26.92% in Fiscals 2024, 2023 and 2022, respectively. Our RoCE was 29.23%, 29.71% and 33.40% in Fiscals 2024, 2023 and 2022, respectively. In Fiscal 2022, our RoE and RoCE was among the highest and in Fiscal 2024 our RoCE was among the highest in the speciality logistics industry, according to the 1Lattice Report.

In evaluating our business, we consider and use certain key performance indicators that are presented below as supplemental measures to review and assess our operating performance. The presentation of these key performance indicators is not intended to be considered in isolation or as a substitute for the Restated Consolidated Financial Information included in this Red Herring Prospectus. We present these key performance indicators because they are used by our management to evaluate our operating performance. Further, these key performance indicators may differ from the similar information used by other companies, including peer companies, and hence their comparability may be limited. Therefore, these metrics should not be considered in isolation or construed as an alternative to Ind AS measures of performance or as an indicator of our operating performance, liquidity, profitability or results of operations.

(10) Throughput volume refers to consolidated number of TEUs transported during a specified period, which is classified according to the mode of transport and broadly covers EXIM (which encompasses movement of goods outside India) and domestic/coastal transport (which encompasses movement of goods within India).

Non-GAAP Measures and Financial and Operational Performance Indicators

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and operational performance indicators and other industry measures should not be considered in isolation from, or as a substitute for, analysis of our historical financial performance, as reported and presented in our Restated Consolidated Financial Information set out in this Red Herring Prospectus.

These Non-GAAP Measures, financial and operational performance indicators and other industry measures are not defined under, or presented in accordance with, Ind AS and have limitations as analytical tools which indicate, among other things, that they do not reflect our cash expenditures or future requirements for capital expenditure or contractual commitments; changes in, or cash requirements for, our working capital needs; and the finance cost, or cash requirements. Although depreciation and amortization are non-cash charges, the assets being depreciated and amortised will often have to be replaced in the future, and these measures do not reflect any cash requirements for such replacements. These Non-GAAP Measures, financial and operational performance indicators and other industry measures may differ from similar titled information used by other companies, including peer companies, who may calculate such information differently and hence their comparability with those used by us may be limited. Therefore, these Non-GAAP Measures, financial and operational performance indicators and other industry measures should not be viewed as substitutes for performance or profitability measures under Ind AS or as indicators of our operating performance, financial condition, cash flows, liquidity or profitability.

Return on Equity

Return on Capital Employed

Return on Net Worth

(1) Our RoNW decreased by 10.20% to 20.17% in Fiscal 2024from 22.46% in Fiscal 2023 primarily due to increase in our net worth. Net Debt to EBITDA Ratio

We monitor our capital and financial leverage levels using the Net Debt to EBITDA ratio. Net Debt to EBITDA ratio is calculated by dividing our net debt (ie., borrowings (current and non-current) and current maturities of long-term-borrowings less cash and cash equivalents and other bank balances (current and non-current)) by EBITDA. Net Debt to EBITDA ratio shows how many years it would take for us to pay back our debt if our Net Debt and EBITDA are held constant.

(1) Our Debt to Equity ratio increased by 1.08% to 0.67% in Fiscal 2024from 0.66% in Fiscal 2023 primarily due to increase in total borrowings. Our Debt to Equity Ratio increased by 13.14% in Fiscal 2023 compared to Fiscal 2022 primarily due to an increase in our total borrowings.

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Key Operational Performance Indicators

* As certified by Abhijit Dutt & Associates, Chartered Accountants, pursuant to their certificate dated September 7, 2024. This certificate has been designated a material document for inspection in connection with the Offer. See "Material Contracts and Documents for Inspection " on page 410. The Audit Committee, in its resolution dated September 7, 2024, has confirmed that the Company has not disclosed any KPIs to any investors at any point of time during the three years preceding the date hereof other than as disclosed in this Red Herring Prospectus.

(1) Throughput volume refers to consolidated number of TEUs transported during a specified period, which is classified according to the mode of transport and broadly covers EXIM (which encompasses movement ofgoods outside India) and domestic/coastal transport (which encompasses movement of goods within India).

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SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following is a discussion of the significant factors that have had, and we expect will continue to have, a significant effect on our financial condition and results of operations.

Volumes handled

* Also see the chart below which depicts the total container volumes handled (in TEU) for the periods indicated below.

TEUS BAR CHART

The container volumes handled increased to 212,500 TEU in Fiscal 2024 compared with to 193,137 TEU in Fiscal 2023 due to acquisition of new business of multimode transportation, and the container volumes handled decreased to 193,137 TEU in Fiscal 2023 compared with to 216,710 TEU in Fiscal 2022 due to shift of transportation of certain commodities to transport by road. These commodities were unviable to transport during COVID-19 pandemic and the consequent lockdowns and restrictions on transport by road.

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Relationship with existing customers and acquisition of new customers

We have developed relationships with several key customers. As of March 31, 2024, we served a diverse base of 1,647 customers primarily operating across the metals, FMCG, pharmaceuticals and chemicals, oil and gas and utilities and other sectors.

* Other sectors include building material, textile, power, electrical equipment and retail.

Our revenue from operations is significantly affected by the number of customers we have. Our service quality, reach and efficiency, coupled with deep integration with our customers supply systems and business processes have led to high customer retention rates and enabled us to gain new customers.

* Other sectors include building material, textile, power, electrical equipment and retail.

* Existing Customers are customers who were already our customers as of the previous date in the table or prior to April 1, 2021 with respect to March 31, 20022.

Our number of customers increased by 29.48% in Fiscal 2024 and 19.55% in Fiscal 2023 primarily due to an increase in the number of retail customers.

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General level of commercial activity and economic conditions in India

We operate primarily in India. Therefore, the demand for our services is significantly affected by, and highly dependent on, the general level of commercial activity and economic conditions in India. We believe that our position in the rail-focused multi-modal container logistics industry, our significant experience and our execution capabilities, place us in an advantageous position to leverage the changing regulatory landscape in our favour. Therefore, we believe we are well-positioned to capitalise on the growth opportunities in the logistics sector and, in particular, the opportunities arising from various schemes of the Gol which have a special focus on multimodal logistics such as the GSNMP.

Trends in the Indian logistics industry and the continued growth of the rail multimodal logistics industry

The demand for logistics services is significantly affected by, and highly dependent on, the general level of commercial activity and economic conditions in India. It is estimated that the Indian logistics industry will reach approximately ?35.3 trillion by Fiscal 2029, growing at a CAGR of approximately 10.3% between Fiscals 2019 to 2029 (Source: ILattice Report).

According to the ILattice Report, the logistics sector is mainly dominated by transportation having approximately 84% share in value terms, which is likely to remain high due to rise in e-commerce and 3PL demand. According to the 1Lattice Report, the multi-modal (rail-road) market in India was around ?1,714 billion in Fiscal 2024 which is expected to grow to ?4,667 billion by Fiscal 2029, growing at a CAGR of 22% in that period. According to the ILattice Report, the share of multi-modal (rail-road) market was approximately 10% of the total transportation

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market in Fiscal 2024 which is expected to grow close to twice the size to 15% by Fiscal 2029. Out of the contribution made by the transportation sector, road transportation has the highest share in terms of value, i.e., approximately ?12-14 trillion of total value of transportation through all modes and rail transportation has the highest share in terms of percentage growth, ie, approximately 17% share.

Further, according to the 1Lattice Report, container rail multi-modal (rail-road) market is estimated to grow at a CAGR of approximately 24% over the span of next five years, increasing from ?327 billion in Fiscal 2024 to ?975 billion by Fiscal 2029. The share of container rail multi-modal (rail-road) market is approximately 2% of the total logistics market in Fiscal 2024 which is expected to grow to 3% by Fiscal 2029 (Source: lLattice Report). The growth of container rail multi-modal market will be driven by the increasing shift from private siding to freight terminals along with rising need of containerization market in India and running of double stack containers (Source: lLattice Report).

• National Infrastructure Pipeline: A total of ?13.69 trillion has been allocated to railways for the period between Fiscals 2020 and 2025, which is 13% of the total capital expenditure in the infrastructure sector.

• National Rail Plan (2024): This entails 100% electrification, additional lines along the high-density networks, upgradation of speed to 160 kmph on certain routes and elimination of all level crossings on all GQ/GD routes. The National Rail Plan, when fully implemented, will develop capacity, infrastructure and drive gradual shift in the freight modal share from current 27% to 40% in 2035.

• Dedicated Freight Corridor: The DFC is expected to be a key differentiator contributing to building an efficient freight transportation system. It will play a key role in improving the proportion of Indian Railways in the multi-modal mix and will help bring down high logistics costs in India. Once DFC is functional, most of the existing freight traffic will be assigned to it. With higher speeds and enhanced design features, DFC will help the Indian Railways provide a cheaper alternative to transport by road.

• National Logistics Policy: The government notified the NLP in 2022, which aims to, among others, lower logistics cost from 13-14% of GDP to 8-10% and create multi-modal logistics parks which will help in enhanced multi-modal infrastructure.

Our Cash Operating Expenses

We have witnessed significant growth in our business and operations over the past few years. As we continue to expand the size and scope of our businesses, optimizing our Cash Operating Expenses will be critical to maintaining our competitiveness and profitability, particularly in view of the pricing pressures we face and the highly fragmented and competitive environment that we operate in. Generally, increases in Cash Operating Expenses have been offset through increases in prices of our services. For instance, our road transportation contracts have diesel price variability clauses built-in wherein any increase or decrease in our diesel prices is passed on to our customers. Similarly, any increase or decrease in our rail transportation costs is passed on to our customers. Any increases in our Cash Operating Expenses that we are unable to pass on to our customers through

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periodic revisions in our prices or otherwise absorb through changes in our operations could adversely affect our results of operations.

We have adopted, and expect to continue to adopt, strategies to optimise our Cash Operating Expenses and enhance our operating efficiencies, which include reorganization of our businesses in a manner that facilitates optimum utilisation of our manpower, our investments in a scalable and flexible asset-light business model, enhancements in our technological capabilities as well as standardization or outsourcing of certain processes and functions.

(3 Our other expenses primarily consist of rent expenses, repair and maintenance related to vehicle and equipment, travelling and conveyance expenses and maintenance and upkeep charges.

Freight, handling and other charges is a significant component of our operational expenses. Our operational expenses are directly affected by freight volume levels. Freight, handling and other charges paid to our business partners and service providers represented 85.22%, 87.04% and 87.05% of our total revenue from operations for Fiscals 2024, 2023 and 2022, respectively. Freight volume levels also directly affect our revenue from operations. We expect our freight, handling and other charges to continue to increase on a period-over-period basis consistent with changes in freight volumes and our revenue from operations. A significant portion of our business is dependent on revenues from our rail container logistics services. Therefore, our operational expenses are significantly impacted by our costs incurred in booking rakes from a Indian rail container logistics provider.

Employee benefit expenses comprise salaries, wages and bonus, contribution to provident and other funds, gratuity and other staff welfare payments such as training, staff insurance and other welfare expenses. These expenses have continued to increase as a result of annual wage increments as well as an increase in the headcount of our employees, which reflects the effects of expansion of our business. Our total employees increased by 6.89%, (1.26)% and 8.68% in Fiscals 2024, 2023 and 2022. Our employees are key to the success of our business. We and our business partners face considerable competition in attracting, recruiting and retaining skilled and experienced manpower.

Our other expenses primarily consist of repair and maintenance related to vehicle and equipment, travelling and conveyance expenses, rent expenses and other general expenses. In Fiscals 2024, 2023 and 2022 , the principal component of our other expenses was repair and maintenance costs related to vehicle and equipment. Repair and maintenance costs related to vehicle and equipment represented 1.79%, 1.65% and1.99% of our revenue from operations in Fiscals 2024, 2023 and 2022 , respectively.

Continuation of an asset-light business model

We are larger than any private CTO in India operating on the basis of an asset-light model based on volumes of container operated (Source: lLattice Report). Adoption of an asset-light approach is critical for flexible operations by logistics players. It supports adding or removing logistical capacities easily and offer customised solutions to

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customers (Source: ILattice Report). In Fiscal 2023, our domestic and EXIM market share, based upon container volume handled, was 6% and 2%, respectively, making us one of the largest private, multimodal, rail focused, 4PL asset-light logistics players in India in terms of container volumes handled/operated by private players in Fiscal 2023 (Source: ILattice Report). Our asset-light business model and our relationships with our third-party service providers, vendors, local players and, in particular, with an Indian rail container logistics provider, has contributed to an increase at a CAGR of approximately (0.65)% in container volume handled by us through rail transportation, from top 216,710 TEUs in Fiscal 2021 to 212,500 TEUs in Fiscal 2024.

Competition

We provide integrated and customised services across the logistics value chain to our customers, which we see as a key differentiator of our business model.

Our competitors may successfully attract our customers by matching or exceeding what we offer, expanding their transportation network or increasing the frequency in their existing routes, benefiting from greater economies of scale if they are larger than us and operating efficiencies such as a broader logistics network, a wider range of services, larger brand recognition or greater financial resources than we do, and may be able to devote greater resources to pricing and promotional programs.

SIGNIFICANT ACCOUNTING POLICIES

New and amended standards adopted by our Group:

The Ministry of Corporate Affairs has notified Companies (Indian Accounting Standards) Amendment Rules, 2023 dated 31 March 2023 to amend the following Ind AS which are effective from April 1, 2023.

Definition ofAccounting Estimates - Amendments to Ind AS 8

The amendments clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. It has also been clarified how entities use measurement techniques and inputs to develop accounting estimates.

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The amendments are effective for annual reporting periods beginning on or after April 1, 2023 and apply to changes in accounting policies and changes in accounting estimates that occur on or after the start of that period.

Disclosure of Accounting Policies - Amendments to Ind AS 1

The amendments to Ind AS 1 are applicable for annual periods beginning on or after 1 April 2023. Consequential amendments have been made in Ind AS 107.

Our Group has modified their accounting policy information disclosures to ensure consistency with the amended requirements.

Deferred Tax related to assets and liabilities arising from a single transaction - Amendments to Ind AS 12

The amendments narrow the scope of the initial recognition exception under Ind AS 12, so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences.

The amendments should be applied to transactions that occur on or after the beginning of the earliest comparative period presented. In addition, at the beginning of the earliest comparative period presented, a deferred tax asset (provided that sufficient taxable profit is available) and a deferred tax liability should also be recognised for all deductible and taxable temporary differences associated with leases and decommissioning obligations. Consequential amendments have been made in Ind AS 101. The amendments to Ind AS 12 are applicable for annual periods beginning on or after 1 April 2023.

(a) Subsidiary

Subsidiary is entity controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiary is included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

The financial statements of the Company and its Subsidiary have been combined on a line-by-line basis by adding together the book value of like items of assets, liabilities, income and expenses after adjustments/elimination of intra Group Balances and intra Group Transactions and resulting unrealised Profits/Losses..

(b) Equity accounted investees

When our Group has significant influence over the other entity, it considers such interests as associates. Significant influence is the power to participate in the financial and operating policy decisions of the entity but is not control or joint control over the entity.

The results, assets and liabilities of associates are incorporated in the consolidated financial statements using equity method of accounting after making necessary adjustments to achieve uniformity in application of accounting policies, wherever applicable.

On acquisition of investment in a associate, any excess of cost of investment over the fair value of the assets and liabilities of the associate, is recognised as goodwill and is included in the carrying value of the investment in the associate. The excess of fair value of assets and liabilities over the investment is recognised directly in equity as capital reserve. The unrealised profits/losses on transactions with associates are eliminated by reducing the

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carrying amount of investment. The carrying amount of investment in associates is reduced to recognise impairment, if any, when there is evidence of impairment.

(c) Obtaining control over existing investment

The difference between the fair value of the initial interest as at the date of obtaining control and its book value is recognised in the Restated Consolidated Statement of Profit and Loss.

(d) Transactions eliminated on consolidation

Current versus non-current classification

Our Group presents assets and liabilities in the Consolidated balance sheet based on current/non-current classification.

An asset is classified current when it is:

(a) Expected to be realised or intended to be sold or consumed in the normal operating cycle

(b) Held primarily for the purpose of trading

(c) Expected to be realised within twelve months after the reporting period; or

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

Our Group classifies all other assets are classified as non-current.

A liability is classified current when:

(a) It is expected to be settled in the normal operating cycle;

(b) It is held primarily for the purpose of trading;

(c) It is due to be settled within twelve months after the reporting period; or

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

Our Group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are always classified as non-current assets and liabilities Financial instruments

(a) Recognition and initial measurement

Trade receivables issued are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when our Group becomes a party to the contractual provisions of the instrument.

A financial asset or financial liability is initially measured at fair value plus, for an item not at fair value through profit and loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue.

(b) Classification and subsequent measurement Financial assets

On initial recognition, a financial asset is classified as measured at

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- amortised cost;

- Fair value through profit or loss (FVTPL) or Fair value through other comprehensive income (FVOCI)

Financial assets are not reclassified subsequent to their initial recognition, except if and in the period our Group changes its business model for managing financial assets. A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

- the asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and

- the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A financial asset is measured at fair value through other comprehensive income (FVOCI) if it meets both of the following conditions and is not designated as at FVTPL:

- the asset is held within a business model whose objective is to hold assets to collect contractual cash flows and cash flows from sales; and

- the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

All financial assets not classified as measured at amortised cost as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, our Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Equity instruments are always classified fair value through profit and loss, except in cases where our Group has elected an irrevocable option of designating the same as fair value through other comprehensive income (FVOCI).

Financial assets: Subsequent measurement and gains and losses

Financial assets at FVTPL :

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss.

Financial assets at amortised cost:

These assets are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.

Financial assets at FVOCI:

These assets are subsequently measured at fair value through other comprehensive income i.e., subsequent changes in fair value of the instrument is recognised in other comprehensive income. Any dividend received on such instruments are recognised in Statement of Profit and Loss.

Financial liabilities: Classification, subsequent measurement and gains and losses

Financial liabilities are classified and measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, or it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

(c) Derecognition

Financial assets:

Our Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the group neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset.

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If our Group enters into transactions whereby it transfers assets recognised on its balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognised.

Financial liabilities:

Our Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.

Our Group also derecognises a financial liability when its terms are modified and the cash flows under the modified terms are substantially different. In this case, a new financial liability based on the modified terms is recognised at fair value. The difference between the carrying amount of the financial liability extinguished and the new financial liability with modified terms is recognised in profit or loss.

(d) Impairment of financial assets

Loss allowance for expected credit losses is recognised for financial assets measured at amortised cost and fair value through other comprehensive income. Our Group recognises life time expected credit losses for all trade receivables that do not constitute a financing transaction.

For financial assets (apart from trade receivables that do not constitute of financing transaction) whose credit risk has not significantly increased since initial recognition, loss allowance equal to twelve months expected credit losses is recognised. Loss allowance equal to the lifetime expected credit losses is recognised if the credit risk of the financial asset has significantly increased since initial recognition.

(e) Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, our Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

Revenue from contract with customers

(1) Parties to the contract have approved the contract and undertaken to perform their respective obligations;

(3) Such contract contains specific payment terms in relation to the Transfer;

(5) Our Group is likely to recover the consideration it is entitled to for the Transfer to customers.

Revenue is recognised when no significant uncertainty exists regarding the collection of the consideration. The amount recognised as revenue is exclusive of all indirect taxes and net of returns and discounts.

(a) Rendering of services

In the case of transportation services, performance obligation is created when a customer under a transportation contract submits a shipment note for the transport of goods from origin to destination. These performance obligations are satisfied over the period as the shipments move from origin to destination and revenue is

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recognized proportionally as a shipment moves and the related costs are recognized as incurred. Performance obligations are short-term, with transit days less than one week. Generally, customers are billed upon completion of shipment, and remit payment according to approved payment terms. The Company recognizes revenue on a net basis when the Company does not control the specific services.

(b) Contract balances

Contract assets

A contract asset is initially recognised for revenue earned from inspection services because the receipt of consideration is conditional on successful completion of the inspection. Upon completion of the inspection, the amount recognised as contract assets is reclassified to trade receivables.

Trade receivables

A receivable is recognised if an amount of consideration that is unconditional is due from the customer (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies for financial assets for initial and subsequent measurements.

Contract liabilities

A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer before the Company transfers the related goods or services. Contract liabilities are recognised as revenue when the Company performs under the contract (i.e., transfers control of the related goods or services to the customer).

Government grants

Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.

Income Taxes

Current tax

Current 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 or substantively enacted at the reporting date in the countries where the Company or companies within our Group operates and generates taxable income.

Current tax relating to items recognised directly in equity is recognised in equity and not in the statement of profit or loss. 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.

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 for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. 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.

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.

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

Our Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority.

Foreign currencies

Items included in the consolidated financial statements are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The Groups financial statements are presented in Indian Rupees, which is the Parent Companys functional and presentation currency.

Transactions and balances

Transactions in foreign currencies are initially recorded by our Group in its functional currency spot rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognised in profit or loss unless they relates to the qualifying cash flow hedges.

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.

In determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which the Company initially recognises the non-monetary asset or nonmonetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Company determines the transaction date for each payment or receipt of advance consideration..

Property, plant and equipment

Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Construction in progress is stated at cost, net of accumulated impairment losses, if any.

Cost of property, plant and equipment includes the costs directly attributable to the acquisition or constructions of assets, or replacing parts of the plant and equipment and borrowing costs for qualifying assets, if the recognition criteria are met. When significant parts of plant and equipment are required to be replaced at intervals, our Group depreciates them separately based on their specific useful lives.

Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with them will flow to our Group and the cost of the item can measured reliably. All other repair and maintenance costs are recognised in profit or loss as incurred.

Advance given for acquisition / construction of Property, Plant and Equipment and Intangible assets are presented as "Capital Advance" under Other Non Current Assets.

The assets in the process of construction or acquisition but not ready for managements intended use are inculded under Capital Work in progress.

Depreciation is provided on written down value method in the manner and on the basis of useful lives prescribed in Schedule II to the Companies Act, 2013. Depreciation on addition / deduction is calculated pro-rata from/to the month of addition / deduction.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit or loss when the asset is derecognised.

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.

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Leases

Our Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Our Group as a lessee

Our Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. Our Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

Right-of-use assets

Our Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.

If ownership of the leased asset transfers to our Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.

Lease liabilities

At the commencement date of the lease, our Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include payments of penalties for terminating the lease, if the lease term reflects our Group exercising the option to terminate.

Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, our Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments.

The Groups lease obligations are presented on the face of the Balance Sheet.

Short-term leases and leases of low value assets

Our Group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date). It also applies the lease of low-value assets recognition exemption to leases of assets that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.

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Our Group as a lessor

Leases in which our Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over the lease terms and is included in revenue in the statement of profit or loss due to its operating nature. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. Subsequent to initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangibles, excluding capitalised development costs, are not capitalised and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.

Intangible assets are amortised over the useful economic life (5 years for computer software) and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period.

An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated Statement of Profit or Loss.

Impairment of assets (other than financial assets)

At each balance sheet date, our Group reviews the carrying value of its property, plant and equipment and intangible assets to determine whether there is any indication that the carrying value of those assets may not be recoverable through continuing use. If any such indication exists, the recoverable amount of the asset is reviewed in order to determine the extent of impairment loss, if any. Where the asset does not generate cash flows that are independent from other assets, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. An impairment loss is recognised in the statement of profit and loss as and when the carrying value of an asset exceeds its recoverable amount.

Where an impairment loss subsequently reverses, the carrying value of the asset (or cash generating unit) is increased to the revised estimate of its recoverable amount so that the increased carrying value does not exceed the carrying value that would have been determined had no impairment loss been recognised for the asset (or cash generating unit) in prior years. A reversal of an impairment loss is recognised in the statement of profit and loss immediately.

Provisions and contingencies

Provisions are recognised when our Group has a present obligation (legal or constructive) as a result of a past event, 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.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

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Disclosure for contingent liabilities is made when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of our Group or a present obligation that arises from past events where it is either not probable that an outflow of resources embodying economic benefits will be required to settle or a reliable estimate of the amount cannot be made.

Cash and short-term deposits

Cash and short-term deposits in the statement of financial position comprise cash at banks and on hand and shortterm highly liquid deposits with a maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above.

Short-term employee benefits

Post - employment benefits

The liability or asset recognised in the Balance Sheet in respect of defined benefit plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually at year end by actuaries using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. These are included in the Consolidated Statement of Changes in Equity and in the Consolidated Balance Sheet.

Changes in the present value of the defined benefit obligations resulting from plan amendments or curtailments are recognisied immediately in profit or loss as past service cost.

Defined contribution plan

Our Group pays provident fund contributions to publicly administered provident fund as per local regulations. The Company has no further payment obligations once the contributions have been paid. The contributions are accounted for as defined contribution plans and the contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

(i) Basic earnings per share

Basic earnings per share is calculated by dividing:

• the profit attributable to owners of the Parent

• by the weighted average number of equity shares outstanding during the financial year

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(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

• the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and

• the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

Contributed equity

Equity shares are classified as equity. Incremental cost directly attributable to the issue of new shares or options are shown in equity as reduction, net of tax from the proceeds.

Cash dividend

Our Group recognises a liability to pay a dividend when the distribution is authorised, and the distribution is no longer at the discretion of the Group. As per the corporate laws of India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity.

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (CODM).

The CODM is responsible for allocating resources and assessing performance of the operating segments and has been identified as the Board of Directors of the Parent Company.

Total income

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

Revenue from operations

Our revenue from operations comprises revenue from contracts with customers, which includes revenue from freight, handling, agency and other charges.

Other income

Our other income consists of (i) interest income on financial assets measured at amortised cost, which includes interest income from loans to body corporate and others and interest income from deposits with banks; (ii) interest on income-tax refunds; (iii) insurance claims; and (iv) other miscellaneous income.

Expenses

Expenses consist of (i) operational expenses; (ii) employee benefits expense; (iii) finance costs; (iv) depreciation and amortisation expense; (v) and other expenses.

Operational expenses

Operational expenses consist of freight, handling and other charges.

Employee benefits expense

Employee benefit expenses consist of: (i) salaries, wages and bonus; (ii) contribution to provident fund and other funds; (iii) gratuity; and (iv) staff welfare expenses.

Finance costs

Finance costs consist of: (i) interest on financial liabilities measured at amortised cost, which includes interest expenses on short-term borrowings from banks and financial institutions, interest expenses on term loans banks, interest expenses on preference shares classified as liabilities, interest expenses on loans from body corporate and interest on other long-term financial liabilities; (ii) interest on lease obligations; and (iii) other borrowing costs.

Depreciation and amortisation expense

Our depreciation and amortisation expense consists of: (i) depreciation on property, plant and equipment; (ii) amortisation on intangible assets; and (iii) depreciation on right of use assets.

Other expenses

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RESULTS OF OPERATIONS

Fiscal 2024 compared to Fiscal 2023 Total income

Our total income increased by 3.27% to ? 16, 914.0 million in Fiscal 2024 from ?16,378.40 million in Fiscal 2023, the primary reasons for which are discussed below.

Revenue from operations

Our revenue from operations increased by 3.23% to ? 16,857.69 million in Fiscal 2024 (representing approximately 99.67% of our total income in that year) from ?16,330.63 million in Fiscal 2023 (representing approximately 99.71% of our total income in that year), primarily due to an increase in revenue from contracts

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with customers, which was primarily driven by an increase in revenue from our freight, handling, agency and other related activities, the increased use of our rail container logistics services by our customers and the addition of 395 new customers during Fiscal 2024.

Other income

Our other income increased by 18.09% to ?56.41 million in Fiscal 2024 (representing approximately 0.33% of our total income in that year) from ?47.77 million in Fiscal 2023 (representing approximately 0.29% of our total income in that year), primarily due to a 45.88% increase in interest income from loans to body corporate and others to ?19.65 million in Fiscal 2024 from ?13.47 million in Fiscal 2023.

Expenses

Our total expenses increased by 2.68% to ? 15,831.27 million in Fiscal 2024 (representing approximately 93.89% of our total income in that year) from ?15,417.86 million in Fiscal 2023 (representing approximately 94.14% of our total income in that year). The 2.68% increase in expenses was commensurate with the 3.23% increase in our revenue from operations. The primary reasons for the increase in expenses are discussed below.

Operational expenses

Our operational expenses increased by 1.07% to ?14,365.85 million in Fiscal 2024 from ?14,213.42 million in Fiscal 2023. This increase was consistent with an increase in our revenue from operations due to an increase in revenue from our freight, handling, agency and other related activities, the increased use of our rail container logistics services by our customers and the addition of 395 new customers during Fiscal. Our operational expenses represented approximately: (i) 84.93% of our total income in Fiscal 2024, compared with 86.78% of our total income in Fiscal 2023; and (ii) 90.75% of our total expenses in Fiscal 2024, compared with 92.19% of our total expenses in Fiscal 2023.

Employee benefits expense

Our employee benefits expense increased by 12.36% to ?469.11 million in Fiscal 2024 from ?417.52 million in Fiscal 2023. This increase was primarily due to an increase in salaries, wages and bonus by 14.15% to ?403.93 million in Fiscal 2024 from ?353.86 million in Fiscal 2023, which increase was primarily due to general increases in salaries, wages and bonus due to inflation. Our employee benefit expense represented approximately: (i) 2.77% of our total income in Fiscal 2024, compared with 2.55% of our total income in Fiscal 2023; and (ii) 2.96% of our total expenses in Fiscal 2024, compared with 2.71% of our total expenses in Fiscal 2023.

Finance cost

Our finance cost increased by 46.72% to ? 221.78 million in Fiscal 2024 from ?151.16 million in Fiscal 2023. This increase was primarily due to a (i) 44.44%increase in interest expenses on short-term borrowings form banks and financial institutions to ?161.95 million in Fiscal 2024 from ^112.12 million in Fiscal 2023; and (ii) 127.80% increase in other borrowing costs to ?14.83 million in Fiscal 2024 from ?6.51 million in Fiscal 2023, which was primarily due to an increase in our total borrowings from banks. Our finance cost represented approximately: (i) 1.31% of our total income in Fiscal 2024, compared with 0.92% of our total income in Fiscal 2023; and (ii) 1.40% of our total expense in Fiscal 2024, compared with 0.98% of our total expenses in Fiscal 2023.

Depreciation and amortisation expenses

Our depreciation and amortisation increased by 39.15% to ?212.41 million in Fiscal 2024 from ?152.65 million in Fiscal 2023. This increase was primarily due to 47.69% increase in depreciation on property plant and equipment of ?190.82 million in Fiscal 2024 compared with ?129.20 million in Fiscal 2023. Our depreciation and amortisation expenses represented approximately: (i) 1.26% of our total income in Fiscal 2024, compared with 0.93% of our total income in Fiscal 2023; and (ii) 1.34% of our total expense in Fiscal 2024, compared with 0.99% of our total expenses in Fiscal 2023.

Other expenses

Our other expenses increased by 16.35% to ?562.12 million in Fiscal 2024 from ?483.11 million in Fiscal 2023. This increase in our other expenses was primarily due to, among other things:

• a 74.32% increase in donation and subscriptions to ?10.32 million in Fiscal 2024 from ?5.92 million in Fiscal 2023, which was due to increase in donation to various religious and social welfare organisation;

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• a 190% increase in corporate social responsibility expenses to ?29.00 million in Fiscal 2024 from ?10.00 million in Fiscal 2023.

• a 12.27% increase in rent expenses to ?34.69 million in Fiscal 2024 from ?30.90 million in Fiscal 2023, which was due to increase in rent amount;

• a 61.81% increase in insurance charges to ^31.10 million in Fiscal 2024 from ?19.22 million in Fiscal 2023, which was due to increase in premium amount; and

• a 23.12% increase in other general expenses to ?87.33 million in Fiscal 2024 from ?70.93 million in Fiscal 2023, which was due to increase in business activities.

The abovementioned decreases in expenses were partially offset by a decrease in travelling and conveyance expenses to ?40.62 million in in Fiscal 2024 from ?46.77 million in Fiscal 2023.

Our other expenses represented approximately: (i) 3.32% of our total income in Fiscal 2024, compared with 2.95% of our total income in Fiscal 2023; and (ii) 3.55% of our total expense in Fiscal 2024, compared with 3.13% of our total expense in Fiscal 2023.

Profit before tax

As a result of the factors outlined above, our profit before tax increased by 12.84% to ?1,084.05 million in Fiscal 2024 from ?960.68 million in Fiscal 2023 which, as a percentage of our total income, represented approximately 6.41% compared with 5.87% in Fiscal 2023.

Tax expense

Our total tax expense increased by 14.51% to ? 280.58 million in Fiscal 2024 from ?245.03 million in Fiscal 2023. This increase was primarily due to an increase in current tax expenses for the current year to ?285.86 million in Fiscal 2024 from ?245.56 million in Fiscal 2023. The increase in current tax expenses was due to an increase in profit before tax. Our effective tax rate (total tax expense as a percentage of profit before tax) was 25.88% in Fiscal 2024, compared with 25.51% in Fiscal 2023. The corporate tax rate was 25.16% in both Fiscal 2024 and Fiscal 2023.

Profit for the year

As a result of the factors outlined above, our profit for the year increased by 12.27% to ?803.47 million in Fiscal 2024 from ?715.65 million in Fiscal 2023.

Total income

Our total income increased by 10.98% to ?16,378.40 million in Fiscal 2023 from ?14,757.89 million in Fiscal 2022, the primary reasons for which are discussed below.

Revenue from operations

Our revenue from operations increased by 11.03% to ?16,330.63 million in Fiscal 2023 (representing approximately 99.71% of our total income in that year) from ?14,708.75 million in Fiscal 2022 (representing approximately 99.67% of our total income in that year), primarily due to an increase in revenue from contracts with customers, which was primarily driven by an increase in revenue from our freight, handling, agency and other related activities, the increased use of our rail container logistics services by our customers and the addition of 284 new customers during Fiscal 2023.

Other income

Our other income decreased by 2.79% to ?47.77 million in Fiscal 2023 (representing approximately 0.29% of our total income in that year) from ?49.14 million in Fiscal 2022 (representing approximately 0.34% of our total income in that year), primarily due to a 23.07% decrease in interest income from loans to body corporate and others to ?13.47 million in Fiscal 2023 from ?17.51 million in Fiscal 2022.

Expenses

Our total expenses increased by 10.73% to ?15,417.86 million in Fiscal 2023 (representing approximately 94.14% of our total income in that year) from ?13,924.29 million in Fiscal 2022 (representing approximately 94.35% of

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our total income in that year). The 10.73% increase in expenses was commensurate with the 11.03% increase in our revenue from operations. The primary reasons for the increase in expenses are discussed below.

Operational expenses

Our operational expenses increased by 11.01% to ?14,213.42 million in Fiscal 2023 from ?12,804.09 million in Fiscal 2022. This increase was consistent with an increase in our revenue from operations due to an increase in revenue from our freight, handling, agency and other related activities, the increased use of our rail container logistics services by our customers and the addition of 284 new customers during Fiscal. Our operational expenses represented approximately: (i) 86.78% of our total income in Fiscal 2023, compared with 86.76% in Fiscal 2022; and (ii) 92.19% of our total expenses in Fiscal 2023, compared with 91.96% in Fiscal 2022.

Employee benefits expense

Our employee benefit expense increased by 12.73% to ?417.52 million in Fiscal 2023 from ?370.37 million in Fiscal 2022. This increase was primarily due to an increase in salaries, wages and bonus by 12.70% to ?353.86 million in Fiscal 2023 from ?313.99 million in Fiscal 2022, which increase was primarily due to general increases in salaries, wages and bonus due to inflation. Our employee benefit expense represented approximately: (i) 2.55% of our total income in Fiscal 2023, compared with 2.51% in Fiscal 2022; and (ii) 2.71% of our total expenses in Fiscal 2023, compared with 2.66% in Fiscal 2022.

Finance cost

Our finance cost increased by 8.59% to ?151.16 million in Fiscal 2023 from ?139.20 million in Fiscal 2022. This increase was primarily due to a 38.68% increase in interest expenses on short-term borrowings form banks and financial institutions to ^112.12 million in Fiscal 2023 from ?80.85 million in Fiscal 2022, which was primarily due to an increase in the amount of working capital availed. This increase was partially offset by 20.87% decrease in the interest expenses on term loans from banks to ?26.96 million in Fiscal 2023 from ?94.07 million in Fiscal 2022, which decrease was primarily due to lower interest rates. Our finance cost represented approximately: (i) 0.92% of our total income in Fiscal 2023, compared with 0.94% in Fiscal 2022; and (ii) 0.98% of our total expenses in Fiscal 2023, compared with 1.00% in Fiscal 2022.

Depreciation and amortisation expenses

Our depreciation and amortisation increased by 31.59% to ?152.65 million in Fiscal 2023 from ?116.00 million in Fiscal 2022. This increase was primarily due to 40.32% increase in depreciation of right of use from ?16.32 million in Fiscal 2022 to ?22.90 million in Fiscal 2023 and increase in depreciation on property plant and equipment of ?99.15 million in Fiscal 2022 to ?129.20 million in Fiscal 2023. Our depreciation and amortisation expenses represented approximately: (i) 0.93% of our total income in Fiscal 2023, compared with 0.79% in Fiscal 2022; and (ii) 0.99% of our total expenses in Fiscal 2023, compared with 0.83% in Fiscal 2022.

Other expenses

Our other expenses decreased by 2.33% to ?483.11 million in Fiscal 2023 from ?494.63 million in Fiscal 2022. This increase in our other expenses was primarily due to, among other things:

• a 14.88% decrease in maintenance and upkeep charges to ?6.81 million in Fiscal 2023 from ?8.00 million, which was due to effective control;

• a 7.61% decrease in repair and maintenance of vehicle and equipment to ?269.77 million in Fiscal 2023 from ?291.98 million in Fiscal 2022, which was primarily due to effective control;

• a loss on early redemption of preference shares of nil in Fiscal 2023 from ?23.49 million in Fiscal 2022, which loss was due to the early redemption of preference shares issued by us; and

• a 13.64% decrease in corporate social responsibility to ?10.00 million in Fiscal 2023 from ^11.58 million in Fiscal 2022, which was due to expenditure of amount allocated towards corporate social responsibility .

The abovementioned decreases in expenses were partially offset by an increase in insurance charges to ?19.22 million in in Fiscal 2023 from ?6.39 million in Fiscal 2023.

Our other expenses represented approximately: (i) 2.95% of our total income in Fiscal 2023, compared with 3.35% in Fiscal 2022; and (ii) 3.13% of our total expense in Fiscal 2023, compared with 3.55% in Fiscal 2022.

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Profit before tax

As a result of the factors outlined above, our profit before tax increased by 15.24% to ?960.68 million in Fiscal 2023 from ?833.67 million in Fiscal 2022 which, as a percentage of our total income, represented approximately 5.87% in Fiscal 2023 compared with 5.65% in Fiscal 2022.

Tax expense

Our total tax expense increased by 10.19% to ?245.03 million in Fiscal 2023 from ?222.38 million in Fiscal 2022. This increase was primarily due to an increase in current tax expenses for the current year to ?245.56 million in Fiscal 2023 from ?223.58 million in Fiscal 2022. The increase in current tax expenses was due to an increase in our profit before tax during this period. Our effective tax rate (total tax expense as a percentage of profit before tax) was 25.51% in Fiscal 2023 compared with 26.67% in Fiscal 2022. The corporate tax rate was 25.16% in both Fiscal 2023 and Fiscal 2022.

Profit for the year

As a result of the factors outlined above, our profit for the year increased by 17.07% to ?715.65 million in Fiscal 2023 from ?611.29 million in Fiscal 2022.

SELECTED RESTATED STATEMENT OF ASSETS AND LIABILITIES

Assets

Our total assets increased by 23.21% from ?4,903.29 million as of March 31, 2022 to ?6,041.40 million as of March 31, 2023, and by 24.81% from ?6,041.40 million as of March 31, 2023 to ?7,540.09 million as of March 31, 2024.

Property, plant and equipment

Our property, plant and equipment increased by 52.30% from ?363.41 million as of March 31, 2022 to ?553.49 million as of March 31, 2023, and subsequently by 28.45% from ?553.49 million as of March 31, 2023 to ?710.94 million as of March 31, 2024, primarily due to additions of heavy equipment, heavy vehicle and shipping containers during those periods.

Right of use assets

Our right of use assets increased by 19.27% from ?37.41 million as of March 31, 2022 to ?44.62 million as of March 31, 2023, and decreased by 34.31% from ?44.62 million as of March 31, 2023 to ?29.31 million as of March 31, 2024, primarily due to the effects of amortisation.

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Trade receivables

Our trade receivables increased by 25.13% from ^3,113.89 million as of March 31, 2022 to ?3,896.56 million as of March 31, 2023, and by 34.86% from ?3,896.56 million as of March 31, 2023 to ?5,254.87 million as of March 31, 2024, primarily due to an increase in our business activity and payment realisations cycle .

Loans

Our loans increased by 9.87% from ?163.49 million as of March 31, 2022 to ?179.63 million as of March 31,

2023, and by 51.13% from ?179.63 million as of March 31, 2023 to ?271.48 million as of March 31, 2024, primarily due to an increase in unsecured loans advanced by us to body corporates.

Cash and cash equivalents

Our cash and cash equivalents decreased by 43.18% from ?25.45 million as of March 31, 2022 to ?14.46 million as of March 31, 2023, primarily due to a decrease in current account bank balances.

Further, our cash and cash equivalents increased by 29.94% from ?14.46 million as of March 31, 2023 to ?18.79 million as on March 31, 2024 primarily due to increase in current account balances.

Other Bank Balances

Our other bank balances assets increased by 69.77% from ?107.25 million as of March 31, 2022 to ?182.08 million as of March 31, 2023, and by 37.27% from ?182.08 million as of March 31, 2023 to ?249.95 million as of March 31, 2024, primarily due to an increase in deposits in bank accounts.

Equity

Our total equity increased by 23.69% from ?2,575.82 million as of March 31, 2022 to ?3,186.07 million as of March 31, 2023, and by 25.03% from ?3,186.07 million as of March 31, 2023 to ?3,983.62 million as of March 31, 2024.

Liabilities

Our non-current liabilities increased by 69.68% from ?256.07 million as of March 31, 2022 to ?434.51 million as of March 31, 2023. Our non-current liabilities decreased by 27.71% from ?434.51 million as of March 31, 2023 to ?314.12 million as of March 31, 2024.

Our current liabilities increased by 16.87% from ?2,071.40 million as of March 31, 2022 to ?2,420.82 million as of March 31, 2023, and increased by 33.94% from ?2,420.82 million as of March 31, 2023 to ?3,242.35 million as of March 31, 2024.

Borrowings

Lease liabilities

Our non-current lease liabilities increased by 9.16% from ?25.88 million as of March 31, 2022 to ?28.25 million as of March 31, 2023. Further, our lease liabilities decreased by 62.69% from ?28.25 million as of March 31, 2023 to ?10.54 million as of March 31, 2024. These changes are primarily attributable to changes in our long-term leased assets.

Our current lease liabilities increased by 34.84% from ?15.24 million as of March 31, 2022 to ?20.55 million as of March 31, 2023, and by 9.78% from ?20.55 million as of March 31, 2023 to ?22.56 million as of March 31,

2024, primarily due to an increase in our short-term leased assets.

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Our accounting policies require that we recognise lease liabilities measured at the present value of lease payments to be made over the lease term, at the commencement date of the lease. In calculating the present value of lease payments, we use our incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. Based on the abovementioned factors, the amounts charged during a financial year (or another reporting period) to our statement of profit and loss in respect of our leases expenses may differ from that charged to our statement of assets and liabilities.

Trade payables

Our trade payables comprises total outstanding dues of micro enterprises and small enterprises and total outstanding dues of creditors other than micro enterprises and small enterprises.

Our total outstanding dues of micro enterprises and small enterprises were nil as of March 31, 2022. Our total outstanding dues of micro enterprises and small enterprises increased by 100% from nil as of March 31, 2022 to ?37.38 million as of March 31, 2023 and increased by 50.83% from ?37.38 million as of March 31, 2023 to ? 56.38 million as of March 31, 2024, primarily due to an increase in our business activity with micro enterprises and small enterprises .

LIQUIDITY AND CAPITAL RESOURCES

Our liquidity requirements primarily relate to capital expenditure and working capital. We are required to undertake capital investment on a regular basis to purchase and upgrade our machinery and vehicles, among other things. We typically pay our vendors within 60 days from the date we are invoiced, while we offer our customers payment terms of up to 90 days.

Our management monitors rolling forecasts of our liquidity position and cash and cash equivalents on the basis of expected cash flows. As of March 31, 2024, we had ?18.79 million in cash and cash equivalents, ?5,254.87 million in trade receivables, ? 249.95 million in other bank balances, ?271.48 million in loans and ?150.52 million in other financial assets.

Cash in the form of cash on hand, balances with bank in current accounts and balances with bank in deposit accounts represent our cash and cash equivalents.

We believe that, after taking into account the expected cash to be generated from our operations, our cash and cash equivalents, or undrawn borrowings and the Net Proceeds, we will have sufficient liquidity for our present and anticipated requirements for capital expenditure and working capital for at least the next 12 months.

Capital expenditure

Our historical capital expenditure was primarily incurred towards purchase of heavy equipment, heavy vehicles, motor vehicles, other machinery and furniture. In the Fiscals 2024, 2023 and 2022, our capital expenditure for purchase of property, plant and equipment (including capital work in progress, other intangible assets and capital advances and after deducting capital creditors) was ?359.76 million, ?415.39 million and ?155.79 million, respectively.

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Cashflows

Operating activities

Net cash flow from operating activities for Fiscal 2024 was ?7.35 million. While our restated profit before tax was ?1084.05 million, we had an operating profit before changes in non-current/ current assets and liabilities of ?1,472.93 million, primarily due to adjustments for (i) finance costs of ?221.78 million; and (ii) depreciation and amortization expense of ?212.41 million, which were partially offset by an interest income of ?40.19 million. Changes in operating assets and liabilities for the Fiscal 2024 primarily consisted of (i) an increase in trade receivables of ?1,361.26 million; (ii) an increase in other current assets of ?29.76 million; (iii) an increase in trade payables of ?157.47 million; (iv) an increase in other current liabilities of ? 1.64 million; (v) an decrease in other current financial liabilities of ^11.82 million; (vi) an increase in other current financial assets of ?17.20 million; (vii) an increase in long-term provisions of ?10.11 million; and (viii) a decrease in short-term provisions of ?0.15 million. Our cash generated in operations was ?220.81 million, adjusted by the payment of direct taxes of ?213.46 million.

Net cash flow from operating activities for Fiscal 2023 was ?18.66 million. While our restated profit before tax was ?960.68 million, we had an operating profit before changes in non-current/ current assets and liabilities of ?1,234.77 million, primarily due to adjustments for (i) finance costs of ?151.16 million; and (ii) depreciation and amortization expense of ?152.65 million, which were partially offset by an interest income of ?31.02 million. Changes in operating assets and liabilities in Fiscal 2023 primarily consisted of (i) an increase in trade receivables of ?784.09 million; (ii) an increase in other current assets of ?54.83 million; (iii) a decrease in trade payables of ?109.21 million; (iv) a decrease in other current liabilities of ?6.95 million; (v) an increase in other current financial liabilities of ?39.99 million; (vi) a decrease in other current financial assets of ?9.74 million; (vii) an increase in long-term provisions of ?8.07 million; (viii) an increase in short-term provisions of ?0.57 million; and

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(ix) increase in other non-current financial assets of ?0.40 million. Our cash generated from operations was ?337.66 million, adjusted by the payment of direct taxes of 319.00 million.

Net cash flow from operating activities for Fiscal 2022 was ?51.87 million. While our restated profit before tax was ?833.67 million, we had an operating profit before changes in non-current/ current assets and liabilities of ?1,078.29 million, primarily due to adjustments for (i) finance costs of ?139.20 million; (ii) depreciation and amortization expense of ?116.00 million; and (iii) loss on redemption of preference shares of ?23.49 million, which were partially offset by an interest income of ?35.07 million. Changes in operating assets and liabilities in Fiscal 2022 primarily consisted of (i) an increase in trade receivables of ?591.44 million; (ii) a decrease in trade payables of ?129.81 million; (iii) an increase in other current assets of ?57.50 million; (iv) an increase in other current liabilities of ?9.37 million; (v) an increase in long-term provisions of ?4.79 million; and (vi) an increase in other current financial assets of ?4.05 million. Our cash generated from operations was ?308.00 million, adjusted by the payment of direct taxes of ?256.13 million.

Investing activities

Net cash used in investing activities was ?398.51 million for Fiscal 2024, primarily on purchase of property, plant and equipment of ?358.77 million, loans given of ?84.54 million and term deposits placed of ?13.52 million, partially offset by interest received amounting to ?40.19 million.

Net cash used in investing activities was ?358.44 million for Fiscal 2023, primarily on purchase of property, plant and equipment of ^415.10 million and loans given of ?16.14 million, which was partially offset by term deposits matured of ?42.05million and interest received amounting to ?31.02 million.

Net cash used in investing activities was ?30.06 million for Fiscal 2022, primarily on purchase of property, plant and equipment of ?155.49 million, term deposits placed of ?15.52 million and acquisition of investment in associate of ?11.00 million, partially offset by loans repaid of ^117.18 million and interest received amounting to ?35.07 million.

Financing activities

Net cash flow from financing activities was ?395.48 million for Fiscal 2024, which reflected proceeds from shortterm borrowings (net) of ?629.74 million, proceeds from long-term borrowings of ?199.44 million, which was partially offset by repayment of long-term borrowings of ?190.51 million and other interest payments of ?217.73 million.

Net cash flow from financing activities was ?328.79 million for Fiscal 2023, which reflected proceeds from shortterm borrowings (net) of ?383.26 million, proceeds from long-term borrowings of ^361.31 million, which was partially offset by repayment of long-term borrowings of ?143.82 million other interest payments of ?146.15 million and dividend paid of ? 98.37 million.

Net cash flow used in financing activities was ?30.66 million for Fiscal 2022, which reflected repayment of preference shares of ?150.00 million, other interest payments of ?123.04 million and repayment of long-term borrowings ?103.38 million, partially offset by proceeds from short-term borrowings of ?290.98 million and proceeds from long-term borrowings of ?76.11 million.

Borrowings

Our loan agreements generally contain covenants, including restrictions on indebtedness, liens, asset sales, investments, transfer or ownership interests and certain changes in business.

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Credit ratings

Contingent liabilities

The Company has been advised by its lawyers handling the concerned matter that GST demand are not tenable, and hence this is being contested. No provision in the books has been considered necessary for the above matters. The future cash flows on account of the above

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+Our Company has been advised by its lawyers that Income tax and GST demand are not tenable, and hence this is being contested. No provision in the books has been considered necessary for the above matters. The future cash flows on account of the above cannot be determined unless the judgments/decisions are received from ultimate judicial forum. No reimbursement is expected to arise to our Company in respect of above cases.

Contractual obligations

Off-balance sheet arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that we believe are material to investors. We do not enter into derivative instruments or other relationships with other entities that would have been established for the purpose of facilitating off-balance sheet arrangements.

Other quantitative and qualitative disclosures Related party transactions

Quantitative and qualitative disclosures about financial risk

We are exposed primarily to fluctuations in interest rates, liquidity and credit risk, which may adversely impact the fair value of our financial instruments. In order to minimise any adverse effects on our financial performance, a brief description of our risk management policies is set forth below.

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. We are exposed to credit risk from our operating activities (primarily trade

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receivables) including deposits with banks and financial institutions, foreign exchange transactions, other financial instruments carried at amortised cost. Financial instruments that are subject to credit risk and concentration thereof principally consist of trade receivables, loans receivables, cash and cash equivalents and other bank balances held by us. Our trade receivables, cash and cash equivalents and other bank balances result in material concentration of credit risk. The carrying value of financial assets represents the maximum credit risk. Our maximum exposure to credit risk was ?5,945.61 million as of March 31, 2024, being the total carrying value of trade receivables, balances with bank, bank deposits, loans and other financial assets.

We manage customer credit risk through an established policy and procedures and control relating to customer credit risk management. Trade receivables are non-interest bearing and generally carry 30 to 60 days credit terms. We have a detailed review mechanism of overdue customer receivables at various levels for focus over realisation. We periodically assess the financial reliability of customers, taking into account the financial condition, current economic trends and ageing of accounts receivable. We evaluate the concentration of risk with respect to trade receivables and contract assets as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets. Of the trade receivables balance, ?2,152.41 million in aggregate was due from our customers individually representing more than 5% of the total trade receivables balance as of March 31, 2024, which accounted for approximately 46.32% of all the receivables outstanding as of March 31, 2024.

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. Management monitors rolling forecasts of our liquidity position and cash and cash equivalents on the basis of expected cash flows. This is generally performed in accordance with practice and limits set by us.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Our exposure to the risk of changes in market interest rates relates primarily to our debt obligations with floating interest rates. As of March 31, 2024, ?2,186.66 million of our total borrowings were subject to variable rate borrowings.

Foreign currency risk

We did not have any exposure to the foreign currency as at March 31, 2024.

Inflation and commodity risk

Unusual or infrequent events or transactions

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Known trends or uncertainties

Future relationship between cost and income

New products or business segments

Other than as described elsewhere in this Red Herring Prospectus, there are no new products or business segments that have or are expected to have a material impact on our business prospects, results of operations or financial condition.

Seasonality of business

Our business is not subject to seasonal variations.

Supplier or Customer Concentration

Competitive conditions

Significant economic changes

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# The due date for transferring the unspent amount is September 30, 2022, by which date the Company expects to either spend or transfer the amount by that date. "

Significant Developments after March 31, 2024 that may affect our future results of operations

Except as stated below and in this Red Herring Prospectus, to our knowledge, no circumstances have arisen since March 31, 2024 that materially and adversely affect or are likely to affect our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next 12 months.

Our Company has availed (i) term loan of ?86.45 million and ?40.00 million from HDFC Bank on April 24, 2024 and May 16, 2024 respectively (ii) term loan of ?32.08 million and ?85.40 million from Kotak Mahindra Bank on June 7, 2024 and June 18, 2024 respectively (iii) adhoc working capital facilities of ?80.00 million and nonfund based working capital limit of ?100.00 million from Indian Bank on June 11, 2024 and June 26, 2024 respectively